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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v C, CONTRACT OF PURCHASE AND SALE This CONTRACT OF PURCHASE AND SALE (hereinafter "Agreement"), dated this 17th day of August, 2007, between KEY S.B., L.L.C., a Michigan limited liability company (the "Company") and the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission"), the governing body of the Department of Redevelopment of the City of South Bend, Indiana, existing and operating under the provisions of Indiana Code § 36-7-14, as amended (the "Act") with its principal office located at 227 W. Jefferson Boulevard, Suite 1200, South Bend, Indiana 46601; WITNESSETH: I. In accordance with the Act and all other applicable law, the Commission desires to acquire, and the Company desires to sell, the property commonly known as the above ground portion of the plaza portion of 202 South Michigan Street, South Bend, Indiana, and more particularly described at Exhibit A (the "Property"). • 2. On March 16, 2007, the Commission and Company entered into a Memorandum of Understanding (the "MOU") which is attached and incorporated hereto as Appendix I. Under the MOU, the parties agreed that the Property would be improved with additional improvements to increase the quality of green space in the downtown area. In lieu of the Commission's obligations under the MOU, the Company has commenced approximately $200,000 to $240,000 of improvements to the Property, which are scheduled to be completed prior to closing and which increase the value of the Property. The improvements are as more particularly described at Appendix II (the "Improvements"). 3. The Company hereby represents and warrants that it is the owner of the Property and it is not aware of any easements or encumbrances other than those of record. The purchase price shall be Four Hundred Thousand 00/100 Dollars ($400,000.00) (the "Sale Proceeds'. At Closing, the Company shall convey the Property to the Commission by a limited warranty deed in the form set forth at Exhibit B subject to the following: (a) applicable zoning or use laws and regulations; •