HomeMy WebLinkAbout1988 Approving the Repeal of Ord 1961and Authorizing and Approving First Amend to Purchase and Sale Agreement BPG Riverside 1, LLCBILL NO. 2024-017
ORDINANCE NO.
AN ORDINANCE AUTHORIZING AND APPROVING THE REPEAL OF ORDINANCE NO. 1961,
AND FURTHER 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 1, LLC, AND FURTHER 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 ("Assignment'), see Exhibit B, attached hereto and
incorporated herein, to BPG Riverside 1, LLC, a Delaware limited liability company ("BPG 1" or
"Assignee" or "Buyer"); and
WHEREAS, the City and BPG 1 desire to enter into the First Amendment To Purchase and Sale
Agreement ("Amendment'), attached hereto as Exhibit C, and incorporated herein, to extend the
Closing Date under Section 6 of the Agreement; and
WHEREAS, the City Staff and Special Counsel to the City recommend the Board of Aldermen
and Mayor approve the repeal of Ordinance 1961 and approve such Amendment; and
WHEREAS, the Board of Aldermen passed and approved, and the Mayor approved, Ordinance
1961; and
WHEREAS, Ordinance 1961 incorrectly named the Assignee and Buyer as BPG Riverside, LLC
a Delaware limited liability company ("BPG'); and
WHEREAS, the proper assignee and buyer is BPG 1; and
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 repeal of Ordinance 1961 and further
approves 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. 1961 AND
APPROVE THIS NEW ORDINANCE AUTHORIZING THE FIRST AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT AND SALE OF "LOT 1 OF 40 WEST AT HORIZONS"
TO BPG RIVERSIDE 1. LLC. The Board of Aldermen hereby incorporate the above recitals by
reference as if fully set out in this Section 1, and find 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,
repeal Ordinance No. 1961 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 C, attached hereto and incorporated herein, to BPG Riverside 1, LLC
a Delaware limited liability company ("BPG 1" or "Assignee" or "Buyer"), the Assignee of
BlueScope Properties Group, LLC, a Delaware limited liability company registered and authorized
to do business in the State of Missouri ("BlueScope"), and on the other terms and conditions
contained in the Agreement, is hereby approved.
SECTION 2 - AUTHORITY GRANTED. The Mayor is authorized to execute and deliver the
Amendment in substantially the same form as attached hereto as Exhibit C, 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 -�arday of Y "c41024.
tJ
Rbbin,'KinCaid, .Gi y Clerk-
' S ti
M-1 a v I M.- �� / F%S
O • 1 —1 1
Approved as to form:
Fane LLP,
pecial Co sel to the City
Joe Bed r
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.
EXHIBIT B
ASSIGNMENT BY BLUESCOPE PROPERTIES GROUP, LLC
ASSIGNMENT AND ASSUMPTION OF PURCHASE
AND SALE AGREEMENT
Dated as of November 17, 2023
Reference is hereby made to that certain Agreement of Purchase and Sale, dated as of
July 5, 2023, as amended by that certain First Amendment to Purchase and Sale Agreement dated
as of November 17, 2023 (collectively, the "Agreement"), by and between BLUESCOPE
PROPERTIES GROUP LLC, a Delaware limited liability company ("Assignor"), and THE
CITY OF RIVERSIDE, MISSOURI, a fourth class city and political subdivision duly
organized and existing under the laws of the state of Missouri, with respect to the purchase and
sale of certain real property consisting of approximately 3.59 acres of land located in the City of
Riverside, Platte County, Missouri and commonly known as Lot 1 of 40 West at Horizons.
In accordance with the terms and provisions of the Agreement, Assignor hereby assigns
all of its right, title and interest as Buyer (as such term is used and defined in the Agreement)
under the Agreement to BPG RIVERSIDE 1 LLC, a Delaware limited liability company
("Assignee").
Assignee hereby accepts the foregoing assignment and hereby assumes all of the
obligations of Assignor as Purchaser (as such term is used and defined in the Agreement) under
the Agreement.
This Assignment and Assumption of Purchase and Sale Agreement (this "Assignment")
may be executed in one or more counterparts, which together shall constitute the Assignment.
This Assignment may be executed and delivered by electronic transmission and signatures
transmitted electronically hereof shall be deemed effective and binding as original signatures.
[Remainder of page intentionally left blank; signatures follow]
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
duly executed as of the date first above written.
ASSIGNOR:
BLUESCOPE PROPERTIES GROUP LLC,
a Delaware limited liability company
Name: Mattrew Roth
Title: President
ASSIGNEE:
BPG RIVERSIDE 1 LLC,
a Delaware limited liability company
By:
Name: Matthe"k. Roth
Title: President
[Signature Page to Assignment and Assumption of Purchase and Sale Agreement]
EXHIBIT C
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 'Perms. 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. ('ounterparts and Sig -matures. 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.
The Parties have executed this First Amendment as of the Amendment Effective Date.
SELLER;
CITY OF IVERSIDE. MISSOURI
By; .
athleen L. Rose. Mayor
t�
Robin'Kincaid, Ci Clerk
BUYER;
BPG RIVERSIDE 1 LLC, a Delaware limited liability
company
By:
Matthew Roth, President
3
IC 17521621.2
1AI "
BPG RIVERSIDE 1 LLC, a Delaware limited liability
company
By:
Matthew Roth, President
Recorded in Platte County,Missouri
Recording Date/Time: 04/01/2024 at 01:13:36 PM
Book: 1403 Page: 805 g oPpER OFOe-,
Instr#: 2024002902 ` • r ••
Pages: 3 ='l• o
• 5
Fee: $30.00 °ouiuiv.�;�`'.
Electronically Recorded Christopher L.Wright
First American Title NCS-Kansas Ci... Recorder of Deeds
COVER PAGE FOR RECORDING
Title of Document: Special Warranty Deed
Date of Document: April 1,2024
Grantor Name and Address: CITY OF RIVERSIDE,MISSOURI
2950 NW Vivion Road
Riverside,MO 64150
Grantee Name and Address: BPG RIVERSIDE 1,LLC
1540 Genessee Street
Kansas City,MO 64102
Legal Description/Address: LOT I,40 West at Horizons,a Subdivision in Riverside,
Platte County,MO.
Book and Page Reference: N/A
When recorded return14136.w4--
First American Titre Insurance Ce.-Nix
1100 Main Steel f19011
Kansas Cltf 641 :'
Hie No.IFC$.x/ 4-7
SPECIAL WARRANTY DEED
THIS INDENTURE is made as of April 1,2024 by the CITY OF RIVERSIDE,MISSOURI,a
fourth class city organized and existing under the laws of the State of Missouri,as grantor
("Grantor"),with a mailing address of 2950 NW Vivion Road,Riverside,Missouri 64150 to
BPG RIVERSIDE 1,LLC,a Delaware limited liability company organized and existing under
the laws of the state of Delaware,as grantee("Grantee"),with mailing address of 1540 Genessee
Street,Kansas City,Missouri 64102.
WITNESSETH: THAT GRANTOR,in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00)and other valuable consideration to it in hand paid by Grantee(the receipt
of which is hereby acknowledged)does by these presents, SELL and CONVEY unto Grantee,its
successors and assigns,the lots,tracts or parcels of land,lying,being and situate in the County of
Platte and State of Missouri as described as follows:
LOT 1,40 West at Horizons,a Subdivision in Riverside,Platte County,MO.
CO
EXCEPT AND FURTHER SUBJECT TO: c
(i) easements, restrictions, declarations, reservations, agreements, instruments and other
matters of record,if any; (ii)taxes and assessments,general and special,not now due and payable;
and(iii)rights of the public in and to the parts thereof in streets,roads or alleys. o
TO HAVE AND TO HOLD the premises aforesaid, with all and singular the rights
privileges, appurtenances and immunities thereto belonging or in anywise appertaining unto
Grantee and unto its successors and assigns forever,Grantor hereby covenanting that said premises
are free and clear from any encumbrance(except as referenced above)done or suffered by it;and
that it will warrant and defend the title to said premises unto Grantee and unto its successors and
assigns forever,against the lawful claims and demands of all persons claiming by,through or under
Grantor.
•
[remainder of page intentionally left blank]
2
•
IN WITNESS WHEREOF,Grantor has caused these presents to he signed as of the day and
year first above written.
• GRANTOR
CITY OF RIVERSIDE,MISSOURI
•
r By`
• Kath een L. Rose,Mayor
rT€ST+.; •
City Clerk
CO
0
ACKNOWLEDGEMENT ("'
G)
STATE OF MISSOURI ) co
)SS "'
COUNTY OF PLATTE )
ON THIS day of �ct cc� 2024,before me,the undersigned, a Notary Public in and
for said County and state,personally appeared Kathleen L.Rose to me personally known,who
being by me duly sworn,did say that she is the Mayor of the City of Riverside,Missouri,a
municipal corporation duly organized and existing under the laws of the state of Missouri, and
that the seal affixed to the foregoing instrument is the seal of said municipality,and that said
instrument was signed and sealed in behalf of said municipality by free act and deed of said
municipality.
WITNESS my hand and official seal in the County and State aforesaid,the day and year
first above written.
ROBIN L KINCAID -T
NOTARY PUBLIC-NOTARY SEAL
STATE OF MISSOURI
MY COMMISSION EXPIRES MARCH 8,2027 Notary Public Signature
(Seal) CUNTON COUNTY
COMMISSION 05390631 N ! C.Q.
Printed or Typed Name
My Commission Expires:
3
SURVEY AFFIDAVIT
NCS-1183267-KCTY
FIRST AMERICAN TITLE INSURANCE COMPANY Commitment No. NCS-1183267-KCTY.
THE UNDERSIGNED, BEING FIRST DULY SWORN, DEPOSE AND STATE AS FOLLOWS:
1. The undersigned is/are the owner(s) of record of the estate or interest in the land described in the above
referenced Commitment for Title Insurance.
2. The survey, prepared by J8J Survey LLC, dated July 28, 2023, Job No. Location: S\23.244— Lot 1
40 West at Horizons/DELIVERABLES/2023.07.28 CERTIFIED\23.244-ALTA.dwg-Jul 28,
2023, which has been furnished to First American Title Insurance Company, is a correct and complete
representation of the land and all improvements now located thereon.
3. Since the date of said survey, the undersigned has not made or caused to be made or allowed to be
made any additions or alterations of or improvements, including parking facilities, on the land which
would be disclosed by a survey prepared as of the date hereof.
4. Since the date of said survey, the undersigned has not granted any easements or rights of way nor
allowed the alteration or installation of any utility facilities which would be disclosed by a survey as of the
date hereof.
5. With respect to any property adjoining the land, the undersigned has no knowledge of any additions
alterations or changes since the date of said survey which affect the land and would be disclosed by a
survey prepared as of the date hereof.
6. The undersigned has no knowledge of any boundary disputes with adjoining property owners.
This affidavit is given to induce First American Title Insurance Company to issue its title insurance policy
or policies and endorsements and it is intended that First American Title Insurance company rely on the
representation contained herein.
[signature page follows]
First American Title Insurance Company
National Commercial Services
1100 Main Street, Suite 1900, Kansas City, MO 64105
(816)410-7911 - Fax (866)493-6334
CITY OF RIVERSIDE, MISSOURI
•. is
•
By:
• • Kath een L. Rose, Mayor
•
ATTEST: .;
By:
City Clerk
Wayne Bennett/wb/03/05/2024/NCS-1183267-KCTY/73
SELLER'S FIRPTA CERTIFICATION
Section 1445 of the Internal Revenue Code of 1986, as amended, (the "Code") provides
that a transferee of a U.S. real property interest must withhold tax if the transferor is a
foreign person. For U.S.tax purposes(including Section 1445),the owner of a disregarded
entity (which has legal title to a U.S. real property interest under local law) will be the
transferor of the property and not the disregarded entity. To inform BPG RIVERSIDE 1,
LLC (the "Transferee") that withholding of tax under the Code is not required upon the
disposition of a U.S. real property interest by the CITY OF RIVERSIDE,MISSOURI(the
"Transferor"),the undersigned hereby certifies the following on behalf of the transferor:
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust,
foreign estate or foreign person (as those terms are defined in the Code and the
income Tax regulations promulgated thereunder);
2. The Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. The Transferor's U.S. employer identification number is 44-6005867;
4. The Transferor's office address is: 2950 NW VIVION ROAD, RIVERSIDE,
MISSOURI 64150.
The Transferor understands that this certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished
by fine, imprisonment, or both.
Under penalty of perjury I declare that I have examined this certification and to the best of
my knowledge and belief it is true, correct and complete, and I further declare that I have
authority to sign this document on behalf of the Transferor.
[signature page follows]
TRANSFEROR:
CITY OF RIVERSIDE, MISSOURI
• nf
•• '4./ v)ek.a.„._
"i !° ,{ 1 By: /J 42.4�.�
athleen L. Rose, Ma or
ATTEST:
•
B .
Robin Kinc id, City Clerk
Date: fila.teAL QS- D=Da`t
DISBURSEMENT INSTRUCTIONS
First American Title Insurance Company National Commercial Services
1100 Main Street, Suite 1900
Kansas City, MO 64105
IN RE: NCS-1183267-KCTY; SALE OF PROPERTY AT 3.590 Acres, Lot 1, , 40 West at Horizons,
Riverside, MO
The undersigned hereby authorizes and instructs escrow agent to disburse the proceeds due the
undersigned in the following manner:
MADE PAYABLE TO:
MADE PAYABLE TO:
MADE PAYABLE TO:
WIRE TRANSFER TO: see details below
BANK NAME: USj11L
CITY/STATE: Bk- SpY\RS) fYl O
NAME ON ACCOUNT:C1 OF R�VGrS'dC
ACCOUNT NUMBER: I y c S q ( O 12 1 Z a
ABA NUMBER: 101000 l 8l
Note: When funds are sent to a bank outside the United States, First American Title Insurance Company
National Commercial Services shall not be responsible or liable for any loss or expense incurred as a result of
currency exchange rates, delays in availability of funds, or delays due to the U.S. bank or foreign bank requiring
additional information. First American Title Insurance Company National Commercial Services shall have no
liability or responsibility after properly initiating the outgoing wire transfer.
As evidenced by my/our signature(s) below, I/We hereby indemnify and hold First American Title
Insurance Company National Commercial Services harmless from any liability or loss which may be
incurred as a result of following the above disbursement instructions.
City of Riverside, issouri
By:
Name: K hleen L. Rose
Title: Mayor
STATE OF MISSOURI )
)ss.
COUNTY OF PLATTE )
The undersigned Affiant, Kathleen L. Rose, in consideration of First American Title
Insurance Company insuring an interest in or title to the real estate described herein, and
being first duly sworn on oath, depose(s)and state(s)as follows:
1. Affiant is the Mayor of City of Riverside, Missouri, a fourth class city
organized and existing under the laws of the State of Missouri (hereinafter
identified as the "Company"), the owner of the real estate legally described in
Commitment No. NCS-1183267-KCTY (hereinafter identified as the
"Premises").
2. No proceedings in bankruptcy or receivership have been instituted by or against
the Company within the last ten years, and the Company has never made an
assignment for the benefit of creditors, except as follows: (if none, so state)
NONE
3. There is no action pending in any state or federal court in the United States to
which the Company is a party nor, is there any state or federal court judgment or
state or federal lien of any kind against the Company which would constitute a
lien or charge upon the Premises, except as follows: (if none, so state)
NONE
4. Except as disclosed on the Commitment, there are no unrecorded contracts,
leases, easements or other agreements or instruments that would affect title to the
Premises, except as follows: (if none, so state)
NONE
5. The Company is in sole possession of the Premises, and no other party has
possession, or has right of possession under any tenancy, lease or other
agreement, written or oral, other than pursuant to a recorded document, except as
follows: (if none, so state) NONE
6. No labor, services or materials have been furnished to or for the Premises or the
improvements located thereon during the last 12 months, except as follows: (if
none, so state) NONE
7. All prior years' ad valorem taxes, special assessments and personal property taxes
have been paid and no judgments are standing against the Company for any such
taxes or assessments.
8. There are no outstanding sales contracts unpaid or due for the Premises or the
improvements located thereon.
9. That there are no encroachments or boundary line questions affecting the
Premises of which the Company has knowledge.
OWNER'S AFFIDAVIT
FIRST AMERICAN TITLE INSURANCE COMPANY
10. There are no defects, liens, encumbrances, adverse claims or other matters first
appearing in the public records or attaching subsequent to the effective search
date of the Commitment of title insurance for the Premises but prior to the date
and time the proposed insured acquires for value of record the estate or interest
covered by the Commitment for the Premises.
The undersigned makes this affidavit on behalf of the Company for the purpose of
inducing First American Title Insurance Company under Commitment No. NCS-
1183267-KCTY to issue a policy or policies of title insurance, knowing that First
American Title Insurance Company will rely on the truth of the statements made herein,
and the Company expressly agrees to indemnify and hold harmless First American Title
Insurance Company from any and all loss including but not limited to attorney's fees and
legal costs, arising from any inaccuracies contained herein.
[signature page follows]
OWNER'S AFFIDAVIT
FIRST AMERICAN TITLE INSURANCE COMPANY
City of Riverside,Missouri
Name:Ka leen L.Rose
Title: Mayor
Subscribed and sworn to on this 1S day of March, 2024, before me, a Notary Public in
and for said state by Kathleen L. Rose the Mayor of the City of Riverside, Missouri, a
fourth class city organized and exiting under the laws of the State of Missouri.
F-- L.MICA)
NOTARY PtitI.iO•NOTARY SEAL
STATE OF MISSOUIRI
MYOOMOSSION EXPIRES~ARCH 8,2027 Printed Name: 'o 4:o‘N . .
�ODUNTY
5390631 Notary Public in and for said State
[SEAL]
My commission expires
'u F k, First American Title Insurance Company
:.•01#11 National Commercial Services
1100 Main Street, Suite 1900• Kansas City, MO 64105
Office Phone:(816)410-7911 Office Fax.•(866)493-6334
Settlement Statement
File No: NCS-1183267-KCTY
Escrow Officer: Wayne Bennett/TH
Estimated Settlement Date: 04/01/2024
Disbursement Date:
Property:
3.590 Acres, Lot 1, ,40 West at Horizons, Riverside, MO
Lot: 1
Buyer:
BPG Riverside 1 LLC
Seller:
The City of Riverside, Missouri
Bu er Char.a Bu er Credit Descri•tion Seller Char.a Seller Credit
Consideration
555,393.00 Total Consideration 555,393.00
Deposits In Escrow _ {
50,000.00 Receipt No. 1726146810 on 07/06/2023 by BLUESCOPE
STEEL NORTH AMERICACORPORATION
15,000.00 Receipt No. 1726147366 on 09/27/2023 by BlueScope
Properties Group, LLC
Title/Escrow Charges
400.00 Closing-Escrow Fee to First American Title Insurance 400.00
Company National Commercial Services
Search and Exam to First American Title Insurance Company 750.00
National Commercial Services _
Policy-Extended ALTA 2021 Owner's for$555,393.00 to First 1,598.63
American Title Insurance Company National Commercial
Services
Recording Service Fee to First American Title Insurance 50.00
Company National Commercial Services
300.00 Endorsement(0)to First American Title Insurance Company
National Commercial Services
Estimated Recording Fees 400.00
491,093.00 Cash(X From)( To) Buyer
Cash(X To)( From)Seller 552,194.37
556,093.00 556,093.001 Totals 555,393.00 555,393.001
PLEASE NOTE: A modification of money-transfer or disbursement instructions can be a red flag for Online Banking Fraud
and could be a trap for the unwary. Should we knowingly receive such a modification, in the interest of prudence,we may
consider it suspect and call a known and trusted phone number to verify its authenticity and accuracy. Your awareness and
cooperation in taking appropriate steps to prevent fraud is greatly appreciated.
See Attached Signatures
Settlement Statement Page 1 of 1
Print Date: 03/26/2024, 10:16 AM
Settlement Statement
Settlement Date: File No: NCS-1183267-KCTY
Officer: Wayne BennettiTH
BUYER(S):
BPG Riverside 1 LLC, a Delaware limited
liability company
By:
Name:
Title:
Settlement Statement
Settlement Date: File No: NCS-1183267-KCTY
Officer: Wayne Bennett/TH
SELLER(S):
The City of Riverside, Missouri
By: 4tket60-/-sx—C
Name: i4f17/.,€ri, L• R0.5-
Title: / j/0,e_,
Form Missouri Department of Revenue
5060 Project Exemption Certificate
This form is to be completed and given to your contractor.
Name of Exempt Entity Issuing the Certificate Missouri Tax Exemption Number
City of Riverside,Missouri 11 2 I 41 9 13 11 12 11
Address City State Zip Code
2950 NW Vivion Road Riverside MO 64150
E-mail Address
rkincaid@riversidemo.com
c --
Project Number Project Begin Date(MM/DD/YYYY) Estimated Project End Date(MM/DD/YYYY)
Ordinance No. 1943 0 4 / / 1 /5 / 2 4 0 7 / 0 1 /2 0 2 8
° Description of Project
Acquiring,constructing,installing and improving an approximately 50,784 square foot flex industrial facility,induding related
infrastructure and improvements,on Lot 1,40 West at Horizons,a subdivision in Riverside,Platte County,Missouri.
0
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x Project Location r Certificate Expiration Date(MMroomrw)
w See Description or15rgject" '.` .'f, 0 7 / 0 1 /2 0 2 8
Provide a si6ned(eopy of'this certificate, along with a copy of the exempt entity's Missouri Sales and Use Tax Exemption
Letter to each contractor or subcontractor who will be purchasing tangible personal property for use in this project. It is the
responsibility of Me;exempt;entity'o ensure the validity of the information on the certificate. The exempt entity must issue a new
certificate if ariy ofe-inifmrmation;changes.
ur of Author' ad Exempt:E , Printed Name of Authorized Exempt Entity Date(MM/Dom w)
Robin IGrxaid,City Clerk 0 4 / 1 5 /2 0 2 4
The Missouri exelllc'sir �' entity named above hereby authorizes the purchase,without sales tax, of tangible personal property to be
incorporated or`consumed in the construction project identified herein and no other, pursuant to Section 144.062. RSMo. Under
penalties of perjury, I declare that the above information and any attached supplement is true, complete,and correct.
Name of Purchasing Contractor Signature of Contractor Date(MMio�nvvv)
ARCO National Construction-KC __/__/
Address City State Zip Code
5015 NW Canal Street,Suite 110 Riverside MO 64150
Contractors-Present this to your supplier in order to purchase the necessary materials tax exempt. Complete the Subcontractor
portion if extending the certificate to your subcontractor. The contractor must sign the form in the space provided below.
Name of Purchasing Subcontractor
Address City State Zip Code
Signature of Contractor Contractor's Printed Name Date(MM/DD/YYYY)
/ /
Form 5060(Revised 08-2015)
Taxation Division Phone:(573)751-2836
P.O Box 358 Fax:(573)522-1271
Jefferson City, MO 65105-0358 E-mail: salestaxexemptions c dor.mo.gov 1:11S ,.0
►Sir
Visit h ://dor.mo. ov/business/sales/sales-use-exem tions. h for additional information. : -: K ttP 9 P p p ❑��i
0 Questions?
Missouri Department of Reach out to DED at redevelopment@ded.mo.gov
Economic Development
ANNUAL ACTIVITY REPORT FOR BOND ISSUANCE CALENDAR YEAR 2024
Pursuant to Sections 100 1058,349.105 RSMo,a municipality is required to file the following report with the Department of Economic Development on the previous year's revenue bond
issuances and general obligation bond issuances.The report must be filed no later than January 31st of the year following the issuance.
COMPLETE ONE FORM FOR EACH BOND ISSUE PLEASE TYPE OR PRINT
PART I—ISSUING ENTITY
1.NAME OF MUNICIPALITY/INDUSTRIAL DEVELOPMENT CORPORATION
City of Riverside,Missouri
STREET ADDRESS P.O BOX CITY OR TOWN I ZIP CODE
2950 N.W. Vivon Road - Riverside,MO 64150
2.NAME OF SPOKESPERSON TITLE TELEPHONE
Michael Duffy Dir. of Community Devlpmnt. (816) 741-3993
PART II—CHARACTERISTICS OF BUSINESS FOR WHICH BONDS WERE ISSUED
1. PROJECT ALLOCATION NUMBER(IF APPLICABLE) 2. NAME OF BENEFICIARY FIRM FOR WHICH BONDS WERE ISSUED
n/a BPG Riverside 1 LLC
3. BENEFICIARY FIRM STREET ADDRESS 1 P.O BOX I CITY OR TOWN ZIP CODE
1540 Genessee Street - 1Kansas City,MO 64102
4 AGE OF BUSINESS OF BENEFICIARY FIRM(NO.OF YRS.) 5 TYPE OF BUSINESS OF BENEFICIARY FIRM(SIC OR NAICS#)
Less than 1 year 531120-Lessors of Non-Residential Buildings
6 ASSETS OF BENEFICIARY FIRM(ALL LOCATIONS,WHEREVER LOCATED)
Project will be only asset
7 PREVIOUS YEAR'S SALES OF BUSINESS FOR WHICH BONDS WERE ISSUED(ALL LOCATIONS,WHEREVER LOCATED)
$0
8. TOTAL NO.OF EMPLOYEES OF BUSINESS FOR WHICH BONDS WERE ISSUED(ALL LOCATIONS,WHEREVER LOCATED) 9. U.S.CONGRESSIONAL DISTRICT PROJECT IS LOCATED IN
0 MO#6
PART III—CHARACTERISTICS OF BOND ISSUE
1 TOTAL AMOUNT OF THE BONDS ISSUED 2.DATE OF ISSUANCE
$12,000,000.00 4/15/2024
3.INTEREST RATE(S)OF BONDS(ATTACH MATURITY SCHEDULE,IF NECESSARY) 4. TERM OF BOND ISSUE(E G,PRINCIPAL AMORTIZATION PERIOD)
5.0% Final Maturity: July 1,2028
5. NAME AND ADDRESS OF UNDERWRITER(S),IF ANY
n/a
6 NAME AND ADDRESS OF GUARANTORS(S),IF ANY
n/a
7 ESTIMATED NUMBER OF NEW JOBS TO BE GENERATED BY THE PROPOSED PROJECT
INITIALLY 95 ULTIMATELY 288 NOT APPLICABLE ❑ '
8 TOTAL ESTIMATED COST OF THE PROPOSED PROJECT 10 TYPE OF PROJECT(CHECK ONE)
$12,000,000.00
9. DISPOSITION OF BOND PROCEEDS(ESTIMATED) ❑ NEW BUSINESS
A) LAND ® ESTABLISHMENT OF BRANCH/PLANT BUSINESS
B) BUILDINGS $ 11,972,500.00
❑ ACQUISITION OF EXISTING BUSINESS
C) MACHINERY&EQUIPMENT
❑ EXPANSION OF EXISTING BUSINESS
D) ISSUANCE EXPENSES $ 27,500.00
❑ REFINANCING OF EXISTING BUSINESS
E) OTHER
PART IV-SUBMISSIONS
1. Attach a copy of the guaranty instrument, if any.
2. Attach a copy of the preliminary official statement, if any, used when offering the bonds for sale.
SIGNATURE OF MUNICIPALITYADC SPOKESP SON
Submit this form electronically to:
DAT�e i'�� redevelopment@ded.mo.gov
4/15/2024
Rev 12/21
Space Above Line Reserved for Recorder's Use
Title of Document: Special Warranty Deed
Date of Document: as of koiya, 30,2024
Grantor: CITY OF RIVERSIDE, MISSOURI
Grantee: BPG RIVERSIDE 1 LLC
Grantee
Mailing Address: 1540 Genessee Street,Kansas City,MO 64102
Legal Description: See Exhibit A.
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED ("Deed") is made as of the "Date of Document" stated
on the cover page hereto, by the CITY OF RIVERSIDE, MISSOURI, a fourth-class city and political
subdivision of the State of Missouri ("Grantor"), in favor of BPG RIVERSIDE 1 LLC, a Delaware
limited liability company("Grantee") (mailing address of Grantee is shown on recording cover page).
WITNESSETH: THAT GRANTOR, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, to it paid by Grantee, the receipt of which is hereby
acknowledged, does by these presents, SELL and CONVEY unto Grantee, its successors and assigns,the
land described on Exhibit A hereto.
SUBJECT TO covenants,conditions,easements,restrictions and reservations of record, if any.
TO HAVE AND TO HOLD the premises aforesaid, with, except as set forth herein, all and
singular the rights, privileges, appurtenances, and immunities thereto belonging or in anywise
appertaining, unto Grantee, and unto its successors and assigns forever; hereby covenanting that the said
premises are free and clear from any encumbrance done or suffered by Grantor, except as herein
provided.
PROVIDED THAT, it is the intent of the Grantor and the Grantee that Grantor's interest in any
easements held by the Grantor in all or any portion of the premises aforesaid shall not be merged with the
fee simple ownership of such property or conveyed to the Grantee pursuant to this Deed,but shall remain
a separate and distinct interest of the Grantor.
[The remainder of this page intentionally left blank.]
1
IN WITNESS WHEREOF, Grantor has hereunto caused this Deed to be executed as of the day
and year first above written.
CITY OF RSIDE,MISSOURI
u., _. By:
t ;,: Name: Ka y Ros
Title: Mayor
F
[SEAN
ATTEST:,"1 J. „) ;} M, '
. 7 .c.._4-‘.....C2
By:
Name: Robin Kincaid
Title: City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE ,,((��)
On this 3O'day of(iC oj( , 2024,before me,the undersigned, a Notary Public, appeared
KATHY ROSE,to me personally known, who,being by me duly sworn,did say that she is the MAYOR
of the CITY OF RIVERSIDE, MISSOURI, a fourth-class city and political subdivision of the State of
Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and said
officers acknowledged said instrument to be executed for the purposes therein stated and as the free act
and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written.
•• NOTARY Mlle-NOTARYSEALSTATE OF MISSOURI
- 1l
MY 8,2027CUM*COUNTY
COMMON 015390631 rn,c C7Y i(c-44., t"-4,0
Name: b:... L. *�i,.r coj d
Notary Public in and for said State
(SEAL)
My Commission Expires: fa.tc.k a� 20z -.
Special Warranty Deed
BlueScope 2024 IRB Termination
2
EXHIBIT A
I.OT I,40 WEST AT HORIZONS,A SUBDIVISION IN RIVERSIDE, PLATTL COUNTY,
MISSOURI.,ACCORDING TO THE RECORDED PLAT THEREOF.
A-1
Space Above Line Reserved for Recorder's Use
Title of Document: Termination
Date of Document: as of &dobuG ,2024
Grantor(s)Names CITY OF RIVERSIDE,MISSOURI
and Statutory Addresses: 2950 N.W. Vivion Road, Riverside,Missouri 64150
Grantee(s)Names BPG RIVERSIDE 1 LLC
and Statutory Addresses: 1540 Genessee Street,Kansas City,MO 64102
Legal Description: See Exhibit A.
Reference(s): Memorandum of Lease Agreement recorded
04/15/2024 as Instrument#2024003376
Book 1404;page 276
TERMINATION
A. The City of Riverside, Missouri (the "City") has previously issued its $12,000,000
(Aggregate Maximum Principal Amount) City of Riverside, Missouri Taxable Industrial Revenue Bonds
(BlueScope Project), Series 2024 (the "Bonds"), pursuant to a Trust Indenture dated as of April 1, 2024
(the "Indenture"), between the City and BOKF, N.A. (the "Trustee"), and used the proceeds of the
Bonds to construct a Project(as defined in the Indenture).
B. The City leased the Project to BPG Riverside 1 LLC, a Delaware limited liability
company (the "Lessee") pursuant to a Lease Agreement dated as of April 1, 2024, notice of which was
given by the Memorandum of Lease Agreement referred to on the cover page hereto (together,the"Lease
Agreement"), between the Lessee and the City, affecting the real property described on Exhibit A (the
"Project Site").
C. The City is, concurrently herewith,conveying the Project to the Lessee.
D. The Indenture, the Lease Agreement and the Bond Purchase Agreement dated as of April
1, 2024, between the City and the Lessee, are collectively referred to hereunder as the "Bond
Documents."
E. The Lessee hereby represents to the City that there is no "Lender" (as defined under the
Bond Documents) that has a right to consent prior to the termination of the Bond Documents and the
conveyance of the Project to the Lessee.
NOW, THEREFORE, THE CITY, THE TRUSTEE AND THE LESSEE DO HEREBY
STATE AND DECLARE:
That as of the "Date of Document" stated on the cover page hereto (1) the Lessee, as the sole
owner of the Bonds, hereby surrenders the Bonds for cancellation, and (2) the Bond Documents are
terminated and are of no further force or effect.
The Lessee shall pay any remaining amounts owed to the Trustee for services under the Indenture
and shall reimburse the City for costs (including fees of counsel to the City) incurred in the production,
delivery and recording of this Termination and the deed conveying the Project to the Lessee.
Additionally, the Lessee shall remain liable to make a payment in lieu of tax to the City for 2024 in
accordance with Section 5.2(e)of the Lease Agreement, notwithstanding this Termination.
[remainder of page intentionally left blank]
1
IN WITNESS WHEREOF, the parties named above have caused this Termination to be duly
executed in their respective corporate names and their respective corporate seals, where applicable, to be
hereunto affixed and attested by their duly authorized officers, as of the date written on the cover page
hereof.
' CITY OF RIVERSIDE,MISSOURI
. s
By:
Name: Kathy Rose
Title: Mayor
[SEAL]
ATTEST:'
By:
Name: Robin Kincai
Title: City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF PLATTE )
On this 30"TA day of&.,4 , 2024, before me, the undersigned, a Notary Public, appeared
KATHY ROSE, to me personally known, who,being by me duly sworn, did say that she is the MAYOR
of the CITY OF RIVERSIDE, MISSOURI, a fourth-class city and political subdivision of the State of
Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and said
officers acknowledged said instrument to be executed for the purposes therein stated and as the free act
and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid,the day and year first above written.
ROBIN L.KINCAID
NOTARY PU8t1C-NOTARY SEAL .=440
STATE OF MISSOURI
MY COMMISSION�E TMI.tARCH 8,2027 Name: olo:�.. L.
COUN
COMMISSION#15390631 Notary Public in and for said State
(SEAL)
My Commission Expires74 ui 1' 1p 2 .
Termination
BlueScope 2024 IRB Termination
2
BPG RIVERSIDE 1 LLC,
a Delaware limited liability company,
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF )
) SS:
COUNTY OF )
On this day of , 2024, , the
of BPG RIVERSIDE 1 LLC, a Delaware limited liability company,
acknowledged before me that (s)he signed the foregoing instrument for and in the name and on behalf of
said limited liability company.
IN WITNESS WHEREOF, I have hereunder subscribed my name and affixed my official seal on
the day and year aforesaid.
Notary Public
My Commission Expires:
Termination
BlueScope 2024 IRB Termination
3
BOKF,N.A., as Trustee
By
Name:
Title:
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
On this day of , 2024, before me, a Notary Public in and for said State,
personally appeared , who acknowledged himself/herself to be a
of BOKF, N.A., a national banking association duly organized and existing
under the laws of the United States of America, and that (s)he as such duly authorized officer being so
authorized executed the foregoing instrument for the purposes therein contained by signing the name of the
association by himself/herself as a duly authorized officer.
IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my notarial seal the day
and year last above written.
Notary Public
[SEAL]
My appointment expires
Termination
BlueScope 2024 IRB Termination
4
EXHIBIT A
LOT I,40 WEST AT HORIZONS,A SUBDIVISION IN RIVERSIDE,PLATTE COUNTY,
VHSSOURI.,ACCORDING TO THE RECORDED PLAT THEREOF.
A-1