No. 2369 approving a counter offer from and a contract of purchase and sale with Key S.B. LLC and other related matters

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WHEREAS, in order to induce the Developer to secure long-term leases with first class • tenants, the Commission has entered into a Memorandum of Understanding (the "Agreement") with the Developer, which provides that the Commission will encourage the preservation of green space in the Area by purchasing the Site and constructing certain improvements thereon to increase the use and visibility of the space; and WHEREAS, the Agreement further provides that the Commission's purchase of the Site be subject to a lease agreement between the Developer and the Commission providing that the Developer shall be responsible for the operation, maintenance and management of the Site and shall bear responsibility for all expenses, taxes and assessments assessed against the Site; and WHEREAS, the Site is in the Area, and all necessary actions have been taken to purchase the Site in accordance with the Act; and WHEREAS, the Commission has adopted a resolution approving the offering price of $156,000.00, constituting the "as is" value of the Site and authorized the issuance of an offer to the Developer for that amount; and WHEREAS, the Developer has rejected that offer as it is inconsistent with the Agreement, which requires that the Commission purchase the Site for $200,000.00; and WHEREAS, the Developer desires to make improvements to the Site, at a total approximate cost of $200,000.00 to $240,000.00 to improve the green space used by the public • and as an amenity for the tenants of its building; and WHEREAS, the Commission, under the Agreement, is further obligated to improve the Site, by investing approximately $200,000.00 in the Site, for a total investment in the Site of $400,000.00; and WHEREAS, the Developer has provided a counteroffer to the Commission proposing to (i) release the Commission of its additional investment obligation of $200,000.00, (ii) delay the purchase of the Site until the completion of the Developer's improvements, which are schedule to commence shortly, and (iii) set the purchase price for the Site at $400,000.00; and WHEREAS, evidence has been presenting suggesting that accepting the Developer's counteroffer, although above the appraisal value for the Site, will result in (i) no additional public funds being expended for the Project than those contemplated in the Agreement, and (ii) additional time and cost savings to the Commission related to the improvement of the Area's green space; and WHEREAS, as contemplated in the Agreement, the purchase of the Site will be subject to a lease of the Site to Developer, obligating the Developer to continue to bear the ongoing responsibility and burden to operate and maintain the Site and thus providing additional 2 •