Preview
FILED: QUEENS COUNTY CLERK 03/12/2018 10:10 PM INDEX NO. 703780/2018
NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 03/12/2018
To: Macedonia African Methodist Episcopal Church
From: New York Annual Conference Board of Trustees,
Chairperson, Bishop Gregory G.M. Ingram
Subject: Resolution of New York Annual Conference Board of Trustees regarding the Sale and
Development of Church Property located at 37-22 Union Street, Flushing, New York
Property"
11354 (hereinafter "Church Property"), specifically, (Block 4978, Lot 46) owned by
Macedonia African Methodist Episcopal Church to ZL Development, LLC.
Date: November 9, 2017
WHEREAS: The Board of Trustees of Macedonia A. M. E. Church met on November 4, 2017
and voted unanimously to approve the terms and conditions of a Purchase and
Sale Agreement and Site Development Agreement between Church and ZL
Development, LLC.
WHEREAS: The Church Membership of Macedonia A.M.E. Church met on November 6,
2017 at a duly called Church Meeting and there were Forty-six (46) members of
the total congregation present who voted as follows 46 in the affirmative and 0
in the negative and 0 abstentions upon which the Purchase the Purchase and Sale
Agreement and the Site Development Agreement between Church and ZL
Development, LLC was approved.
WHEREAS: The Quarterly Conference of Macedonia A. M. E. Church met on November 6,
2017 at a Quarterly Conference and at said Quarterly Conference 43 people voted
in the affirmative to approve the Purchase and Sale Agreement and the Site
Development Agreement between Church and ZL Development, LLC.
WHEREAS: the Church property shall be developed for mixed use by ZL Development, LLC.,
and said company has agreed pursuant to a Purchase and Sale Agreement and a
Site Development Agreement to build and develop Church property into office
condominiums and a church condominium. The firstfloor of the building shall
encompass the church entrance and a museum which displays church history, the
second floor shall include the church sanctuary and the third floor shall include
the fellowship hall,church offices and a commercial kitchen. The Church
"turn-key"
condominium shall be delivered and ZL Development, LLC shall
spend up to Six Million ($6,000,000.00) Dollars on the Church Structure and One
Million Five Hundred Thousand ($1,500,000.00) Dollars on the fixtures and
furnishings inside the Church. The Church condominium shall be owned and
operated by the Church exclusively and upon completion of the church
condominium by ZL Development, LLC., the Church condominium shall be
transferred to the Church for ten dollars ($10.00); and
WHEREAS: The Church shall receive cash consideration from ZL Development, LLC., in that
the Church shall receive Four Million Three Hundred Thousand ($4,300,000.00)
FILED: QUEENS COUNTY CLERK 03/12/2018 10:10 PM INDEX NO. 703780/2018
NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 03/12/2018
Dollars at closing (the transfer of the deed of the property 37-22 Union St,
Flushing, NY 11354, (Block 4978, Lot 46) to ZL Development, LLC.; and
WHEREAS: ZL Development, LLC., shall reimburse Church of allexpenses associated with
the relocation of the Church, storage, rent, etc.during the period the Church is out
of the space 37-22 Union Street, Flushing, New York 11354, specifically, (Block
4978, Lot 46) and the reimbursement payments shallbe capped at Nine Hundred
Thousand ($900,000.00) Dollars; and
WHEREAS: The Developer shall also build a parking garage as part of the building
development and the Church shall receive as further consideration Thirty (30)
parking spaces for the Church's use; and
WHEREAS: The Church shall receive further consideration not included in the purchase price,
upon completion of the Building, Developer agrees to provide to the Church a
Four Million ($4,000,000.00) Dollar participating interest as a limited partner or
member by which the Developer, or an affiliate of Developer, shall share in future
distributions of net operating income arising from and in connection with the
Office Unit of the Premises. The proceeds shall be payable after construction
lender has been paid in full and allequity partners have recovered their capital
investment, the Church shall receive additional consideration in thatthe Church
shall share in any and allprofits, or net operating income arising from the office
condominium unit in the following manner, 7% Internal Rate of Return ("IRR")
pari-passu to Seller, other equity investors, and ZL Development, above a 7%
IRR and up to a 10% IRR, Seller will receive 80% of itspari-passu interestand
ZL Development shall receive a promoted interest of 20%, Above a 10% IRR,
Seller will receive 50% of itspari-passu interest and ZL Development shall
receive a promoted interest of 50%;; and
WHEREAS: The matter was duly considered by the New York Annual Conference Board of
Trustees and after a review of the terms and conditions of the Purchase and Sale
Agreement and the Site Development Agreement between Macedonia African
Methodist Episcopal Church and ZL Development, LLC.
BE IT THEREFOR RESOLVED :
That on 9th day of November 2017, The New York Annual Conference Board of
Trustees approved the Purchase and Sale Agreement and Site Development
Agreement between Macedonia African Methodist Episcopal Church with ZL
Development, LLC. with the understanding that the proceeds from the sale shall
be used to satisfy any and allcosts and expenses normally associated with a
transaction of this type and the remaining proceeds be used to promote the
mission and purpose of the Church.
FILED: QUEENS COUNTY CLERK 03/12/2018 10:10 PM INDEX NO. 703780/2018
NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 03/12/2018
transaction of this type and the remaining proceeds be used to promote the
mission and purpose of the Church.
hair of the 8 ard of st , Itew ork ual Conference
'shop Gregory G.M. 1ngr, Presid g Prelate
Preview
FILED: QUEENS COUNTY CLERK 03/12/2018 10:10 PM INDEX NO. 703780/2018 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 03/12/2018 To: Macedonia African Methodist Episcopal Church From: New York Annual Conference Board of Trustees, Chairperson, Bishop Gregory G.M. Ingram Subject: Resolution of New York Annual Conference Board of Trustees regarding the Sale and Development of Church Property located at 37-22 Union Street, Flushing, New York Property" 11354 (hereinafter "Church Property"), specifically, (Block 4978, Lot 46) owned by Macedonia African Methodist Episcopal Church to ZL Development, LLC. Date: November 9, 2017 WHEREAS: The Board of Trustees of Macedonia A. M. E. Church met on November 4, 2017 and voted unanimously to approve the terms and conditions of a Purchase and Sale Agreement and Site Development Agreement between Church and ZL Development, LLC. WHEREAS: The Church Membership of Macedonia A.M.E. Church met on November 6, 2017 at a duly called Church Meeting and there were Forty-six (46) members of the total congregation present who voted as follows 46 in the affirmative and 0 in the negative and 0 abstentions upon which the Purchase the Purchase and Sale Agreement and the Site Development Agreement between Church and ZL Development, LLC was approved. WHEREAS: The Quarterly Conference of Macedonia A. M. E. Church met on November 6, 2017 at a Quarterly Conference and at said Quarterly Conference 43 people voted in the affirmative to approve the Purchase and Sale Agreement and the Site Development Agreement between Church and ZL Development, LLC. WHEREAS: the Church property shall be developed for mixed use by ZL Development, LLC., and said company has agreed pursuant to a Purchase and Sale Agreement and a Site Development Agreement to build and develop Church property into office condominiums and a church condominium. The firstfloor of the building shall encompass the church entrance and a museum which displays church history, the second floor shall include the church sanctuary and the third floor shall include the fellowship hall,church offices and a commercial kitchen. The Church "turn-key" condominium shall be delivered and ZL Development, LLC shall spend up to Six Million ($6,000,000.00) Dollars on the Church Structure and One Million Five Hundred Thousand ($1,500,000.00) Dollars on the fixtures and furnishings inside the Church. The Church condominium shall be owned and operated by the Church exclusively and upon completion of the church condominium by ZL Development, LLC., the Church condominium shall be transferred to the Church for ten dollars ($10.00); and WHEREAS: The Church shall receive cash consideration from ZL Development, LLC., in that the Church shall receive Four Million Three Hundred Thousand ($4,300,000.00) FILED: QUEENS COUNTY CLERK 03/12/2018 10:10 PM INDEX NO. 703780/2018 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 03/12/2018 Dollars at closing (the transfer of the deed of the property 37-22 Union St, Flushing, NY 11354, (Block 4978, Lot 46) to ZL Development, LLC.; and WHEREAS: ZL Development, LLC., shall reimburse Church of allexpenses associated with the relocation of the Church, storage, rent, etc.during the period the Church is out of the space 37-22 Union Street, Flushing, New York 11354, specifically, (Block 4978, Lot 46) and the reimbursement payments shallbe capped at Nine Hundred Thousand ($900,000.00) Dollars; and WHEREAS: The Developer shall also build a parking garage as part of the building development and the Church shall receive as further consideration Thirty (30) parking spaces for the Church's use; and WHEREAS: The Church shall receive further consideration not included in the purchase price, upon completion of the Building, Developer agrees to provide to the Church a Four Million ($4,000,000.00) Dollar participating interest as a limited partner or member by which the Developer, or an affiliate of Developer, shall share in future distributions of net operating income arising from and in connection with the Office Unit of the Premises. The proceeds shall be payable after construction lender has been paid in full and allequity partners have recovered their capital investment, the Church shall receive additional consideration in thatthe Church shall share in any and allprofits, or net operating income arising from the office condominium unit in the following manner, 7% Internal Rate of Return ("IRR") pari-passu to Seller, other equity investors, and ZL Development, above a 7% IRR and up to a 10% IRR, Seller will receive 80% of itspari-passu interestand ZL Development shall receive a promoted interest of 20%, Above a 10% IRR, Seller will receive 50% of itspari-passu interest and ZL Development shall receive a promoted interest of 50%;; and WHEREAS: The matter was duly considered by the New York Annual Conference Board of Trustees and after a review of the terms and conditions of the Purchase and Sale Agreement and the Site Development Agreement between Macedonia African Methodist Episcopal Church and ZL Development, LLC. BE IT THEREFOR RESOLVED : That on 9th day of November 2017, The New York Annual Conference Board of Trustees approved the Purchase and Sale Agreement and Site Development Agreement between Macedonia African Methodist Episcopal Church with ZL Development, LLC. with the understanding that the proceeds from the sale shall be used to satisfy any and allcosts and expenses normally associated with a transaction of this type and the remaining proceeds be used to promote the mission and purpose of the Church. FILED: QUEENS COUNTY CLERK 03/12/2018 10:10 PM INDEX NO. 703780/2018 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 03/12/2018 transaction of this type and the remaining proceeds be used to promote the mission and purpose of the Church. hair of the 8 ard of st , Itew ork ual Conference 'shop Gregory G.M. 1ngr, Presid g Prelate