HomeMy Public PortalAboutMOU and Letter of Intent - Gregg Chapel African Methodist Episcopal ChurchLE 1"1'bR OF INTENT
AND
MEMORANDUM OF UNDERSTANDING
BETWEEN
CITY OF CRESTVIEW, FLORIDA
AND
GREGG CHAPEL AFRICAN METHODIST EPISCOPAL CHURCH, INC.
August 24, 2022
Gregg Chapel African Methodist Episcopal Church, Inc.
Attn: Rev. Cecil B. Williams
34 Carson Drive Southeast
Fort Walton Beach, Florida 32548
Re: Affordable Housing Project in Crestview, Florida
Dear Rev. Williams:
This will set forth the preliminary intention of the parties as to general terms upon which Gregg
Chapel African Methodist Episcopal Church, Inc. ("Developer"), or an entity affiliated with
Developer, will plan, design, construct and manage an affordable housing development in the City
of Crestview, Florida ("City") on real property currently owned by the City.
1. The parties' willingness to consider the proposed development is conditioned on
the willingness and eventual agreement of Developer and the City to:
a. Enter into a definitive development agreement (the "Development
Agreement") on terms mutually agreeable to Developer and the City, which
Development Agreement shall include the following terms:
i. Developer's equity investment of up to $1,500,000.00 toward
construction of the project, with construction to commence only upon
securing funding for the project as designed and approved by both
parties;
ii. Conveyance of the real property to Developer upon issuance of a
Certificate of Occupancy, or at some earlier time as agreed by the
parties;
iii. Restriction by way of covenants or other legally -binding mechanism
limiting the amount of rent and rent increases for dwelling units in the
proposed development;
iv. Restrictions which limit occupancy of dwelling units in the proposed
development to low and moderate income residents, which the parties
will cooperate to define using publicly available regulations from HUD
and/or Florida Housing Financing Corporation;
v. City approval of plans and specifications for construction;
vi. The terms of any buy-back or payments to be made in the event the
City's reversionary interest is triggered, such as City satisfaction of
outstanding indebtedness or other matters;
vii. Developer or its successors' agreement to reserve one dwelling unit for
a City -employed law enforcement officer, or in the alternative, a
County -employed law enforcement officer, at a to be negotiated reduced
rental rate; and
viii. Any other legally required matters.
2. The City's conveyance of real property for the proposed development shall include
a reversion clause that will be triggered upon the occurrence of specified conditions, including the
following:
a. Developer's failure to meet agreed -upon benchmarks for progress and
completion;
b. Developer's abandonment of the project; or
c. Developer's failure to maintain compliance with agreed -upon income and rent
limitations.
3. The City shall have an exercisable Right of First Refusal for any contemplated or
proposed sale or transfer of the development.
4. As promptly as practicable, the City's counsel will prepare an initial draft of a
definitive Development Agreement and other related documents for review by the parties. The
Development Agreement will provide for customary representations and warranties, covenants,
conditions to closing, escrows, and indemnities. The parties will endeavor to negotiate and execute
a final definitive Development Agreement on or before November 30, 2022, and to close the
transaction on or before December 31, 2022.
5. It is understood that before the parties would consider entering into a definitive
Development Agreement:
a. The parties shall be satisfied that the Development Agreement and all ancillary
documents are in such forms as are acceptable to each of them;
b. Developer shall have become satisfied that it is able to finance some or all of
the development costs on terms acceptable to Developer; and
c. Any other conditions of Section 1, 2 and 3 hereof are satisfactorily resolved.
6. It is agreed that each party shall bear its own legal, accounting, investment banking,
and other expenses in connection with the negotiation, documentation, and closing of the
transaction, whether or not a closing occurs. Each party represents that it has not engaged any
broker or finder in connection with the acquisition.
7. The parties agree that this letter is merely an expression of intent and neither party
is under any definitive legal obligation to the other unless and until a definitive Development
Agreement is executed, except for:
a. The provisions of Paragraph 1 (a) shall form the basis of the definitive
Development Agreement and, other than modification to fit the format of the
Development Agreement, shall not be materially modified by either party;
b. The provisions of Paragraph 2; and
c. The provisions of Paragraph 3.
8. Either party may cease pursuit of the contemplated transaction at any time for any
or no reason. Each party is expected and obligated to negotiate in good faith to satisfy the
conditions of this agreement.
If the foregoing is in accordance with your understanding, please execute and return the
enclosed copy of this letter.
Very truly yours,
Tim Bolduc
City Manager
Agreed to as to Paragraphs 5, 6, 7 and 8.
\L„
Re`riecii B. Williams
On behalf of Developer, Gregg Chapel
African Methodist Episcopal Church, Inc.
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