HomeMy WebLinkAbout1961 Authorizing and Approving the First Amendment to the Purchase and Sale Agreement of Certain Real Property by the City to BPG Riverside, LLC BILL NO. 2023-070 ORDINANCE NO.
AN ORDINANCE AUTHORIZING AND APPROVING THE FIRST AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT OF CERTAIN REAL PROPERTY BY THE CITY OF
RIVERSIDE, MISSOURI TO BPG RIVERSIDE, LLC, AUTHORIZING OTHER DOCUMENTS
AND ACTIONS RELATED THERETO
WHEREAS, the City of Riverside, Missouri (the "City") owns certain real property, commonly
known as Lot 1 of 40 West at Horizons ('`Lot 1 of 40 West"), and further described on Exhibit A
attached hereto and incorporated herein by this reference (the "Property"); and
WHEREAS, BlueScope Properties Group, LLC, a Delaware limited liability company registered
and authorized to do business in the State of Missouri ("BlueScope"), previously executed a
Purchase and Sale Agreement ("Agreement") with the City; and
WHEREAS, BlueScope as authorized by the Agreement assigned its rights, duties and
responsibilities under the Agreement to BPG Riverside, LLC, a Delaware limited liability company
("BPG"), as assignee of BlueScope Properties Group LLC ("Buyer"); and
WHEREAS, the City and BPG desire to enter into the First Amendment To Purchase and Sale
Agreement ("Amendment"), attached hereto as Exhibit B, and incorporated herein, in order to
extend the Closing Date under Section 6 of the Agreement; and
WHEREAS, the City and Special Council recommend the Board of Aldermen to approve such
First Amendment
WHEREAS, the Board of Aldermen previously found and continues to find that the Agreement
and First Amendment to Purchase and Sale Agreement fulfills a public purpose and will further
the growth of the City, facilitate the development of Riverside, improve the environment of the
City, increase the assessed valuation of the real estate situated within the City, increase the sales
tax revenues realized by the City, foster increased economic activity within the City, increase
employment opportunities within the City, enable the City to direct the development of the
Property, and otherwise be in the best interests of the City by furthering the health, safety, and
welfare of its residents and taxpayers; and, authorizes the First Amendment to Purchase and Sale
Agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1 — BEST INTEREST OF THE CITY TO REPEAL ORDINANCE NO. 1931 AND
APPROVE THIS NEW ORDINANCE AUTHORIZING THE AMENDMENT TO THE PURCHASE
AND SALE AGREEMENT AND SALE OF "LOT 1 OF 40 WEST AT HORIZONS" TO BPG
RIVERSIDE, LLC. It is in the best interest of the City, in order to further the growth of the City,
improve the environment of the City, foster increased economic activity within the City, increase
employment opportunities within the City, further the objectives of the TIF Plan, further build out
the public infrastructure and otherwise is in the best interests of the City by furthering the health,
safety, and welfare of its residents and taxpayers, to repeal Ordinance No. 1931 and to authorize
and approve this new Ordinance to approve and authorize the First Amendment to Purchase and
Sale Agreement ("Amendment"), in substantially the same form as Exhibit B, attached hereto
and incorporated herein, to BlueScope, and on the other terms and conditions contained in the
Agreement, is hereby approved.
C 17518948.1
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Amendment in substantially the form attached hereto as Exhibit B, with such changes therein as
are approved by the Mayor. The Mayor, City Administrator, Special Counsel to the City—Spencer
Fane LLP, and other appropriate officials and employees of the City are hereby authorized and
directed to take any and all actions as may be deemed necessary or convenient to carry out and
comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City
all certificates. instruments, agreements and other documents as may be necessary or convenient
to perform all matters herein authorized.
SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after
its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this 21St day of November 2023.
Kathleen L. Rose, Mayor
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•
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Robin Kiticaid,•,City Clerk
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
JC 17518948.1
SECTION 2 — AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Amendment in substantially the form attached hereto as Exhibit B, with such changes therein as
are approved by the Mayor. The Mayor, City Administrator,Special Counsel to the City—Spencer
Fane LLP, and other appropriate officials and employees of the City are hereby authorized and
directed to take any and all actions as may be deemed necessary or convenient to carry out and
comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City
all certificates, instruments,agreements and other documents as may be necessary or convenient
to perform all matters herein authorized
SECTION 3—EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after
its passage and approval
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this 21" day of November 2023
t"
Kathleen L. Rose, Mayor
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Robin _
Approve. •s to form:
S •=r Fane LLP,
pecia ►• nsel to the City
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EXHIBIT A
LEGAL DESCRIPTION
Lot 1 of 40 West at Horizons, a Replat of Tract "A", a replat of DoorLink, 1st Plat,
together with a portion of the Northeast Quarter of Fractional Section 7 and the Northwest
Quarter of Fractional Section 8, Township 50 North, Range 33, all in the City of Riverside,
Platte County, Missouri.
JC 17518948.1
EXHIBIT B
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First
Amendment") is made and entered into as of November 17, 2023 (the "Amendment Effective
Date") by and between THE CITY OF RIVERSIDE, MISSOURI, a fourth class city and
political subdivision duly organized and existing under the laws of the state of Missouri ("City"
or"Seller"),and BPG RIVERSIDE 1 LLC,a Delaware limited liability company,as assignee of
BlueScope Properties Group LLC ("Buyer") (collectively the "Parties").
BACKGROUND
A. The Parties entered into that certain PURCHASE AND SALE AGREEMENT
effective July 5, 2023 (the "Agreement"), under which Seller is selling and Buyer is purchasing
that certain Property(as defined in the Agreement) situated in the City of Riverside,Platte County,
Missouri and commonly known as Lot 1 of 40 West at Horizons, as further described in the
Agreement(the"Property").
A. The Parties desire to extend the Closing under Section 6 of the Agreement. Seller
and Buyer are willing to so amend the Agreement as set forth below.
For good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the Parties,the Parties agree as follows:
1. Capitalized Terms. Capitalized terms used in this First Amendment which are not
defined in this First Amendment will have the definitions ascribed to such terms in the Agreement.
2. Closing. The parties acknowledge that the Closing Date under the Agreement is
December 4, 2023, provided that Buyer's Closing Conditions Precedent and Seller's Closing
Conditions Precedent have been satisfied. The Parties further acknowledge that(a)one of Buyer's
Closing Conditions Precedent is that Buyer and ARCO National Construction—KC, a division of
ARCO National Holdings,Inc.,or their respective affiliates,shall have executed a lease agreement
for the building that will be built on the Property,a condition which has not been satisfied,and(b)
that while the City has allowed stormwater drainage from properties within the 40 West at
Horizons subdivision to drain onto City-owned property,no easement or other agreement of record
has been memorialized to allow such drainage and the City desires to memorialize such a drainage
agreement or easement for the benefit of property owners at 40 West at Horizon. Accordingly,the
Closing will be extended to allow satisfaction of both subsections (a) and (b) of this Section 2.
Buyer shall immediately notify Seller of satisfaction of the Buyer condition in subsection (a) and
Seller shall immediately notify Buyer of satisfaction of the condition in subsection (b) and will
deliver a copy of the memorialized easement or agreement allowing stormwater drainage for the
Property to Buyer. The Closing shall occur on the date that is seven days following the later of the
satisfaction of subsection(a)and subsection(b)of this Section 2 (the"Extended Closing Date").
3. No Extensions of Other Time Periods. The Parties acknowledge and agree that
this First Amendment does not extend any other time periods set forth in the Agreement.
4. Reaffirmation/Conflicts. Any references in the Agreement to "this Agreement"
shall be deemed references to the Agreement as amended by this First Amendment. Except as
modified by this First Amendment, the Parties reaffirm all terms, covenants and conditions
contained in the Agreement. Nothing in this First Amendment affects or modifies any of the
provisions of the Agreement, except as expressly provided for in this First Amendment. In the
event of a conflict between the terms and conditions of this First Amendment and those of the
Agreement, the terms and conditions of this First Amendment will control.
5. Miscellaneous. This First Amendment embodies the entire understanding between
Seller and Buyer with respect to its subject matter. The determination that any provision of this
First Amendment is invalid or unenforceable will not affect the validity or enforceability of the
remaining provisions of this First Amendment or of that provision under other circumstances. In
the event of any determination of invalidity or unenforceability of this First Amendment,this First
Amendment will be construed as if the invalid or unenforceable provision were not included in
this First Amendment.
6. Counterparts and Signatures. This First Amendment may be signed in several
counterparts, each of which will be fully deemed as an original and when taken together will
constitute one and the same instrument. Signatures to this First Amendment that are photocopied
or electronically stored or transmitted will be deemed to be originals, and the Parties will accept
and be bound by such signatures.
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JC 17521621.2
The Parties have executed this First Amendment as of the Amendment Effective Date.
SELLER:
CITY OF t IVERRSIDE, MISSOURI
y• ` , By: %%��?J� •
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athleen L. Rose, Mayor
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Robin Kincaid;City Clerk
BUYER:
BPG RIVERSIDE 1 LLC,a Delaware limited liability
company
By:
Matthew Roth, President
•
JC 17521621.2
BUYER:
BPG RIVERSIDE l LLC,a Delaware limited liability
company
By:
Matthew Roth, President
4