Project Phoenix- Announcing Town Halls
Project Phoenix Update
The first Town Hall to provide information regarding consideration of purchasing the Still Waters property will be held Sunday, February 11, 11:15 am, in the Sanctuary. If you are unable to attend this Town Hall, there are three more scheduled: Wednesday, February 14, 7:00 pm, Room 209/210; Sunday, February 18, 12:30 pm, Sanctuary; and Wednesday, February 21, 7:00 pm, Room 209/210. Concept drawings from our architect will be available for the Town Halls on February 18 and February 21. Slides from the Town Hall presentations will be posted on the Project Phoenix website.
Special Business Meeting
The Special Business Meeting of the congregation to vote on the Still Waters property will be Sunday, February 25, at 11:30 am. According to the UUCA Bylaws, members of the Congregation who have been members at least 60 days and are present at the meeting shall be eligible to vote. Twenty percent of the voting members of the Congregation shall constitute a quorum. Positive votes from seventy-five percent of those present and voting will be required for approval of the property. See the Q&As below for more information.
Letter of Intent
The UUCA Board approved in their meeting on January 23 the issuing of a Letter of Intent (LOI) for another possible relocation property, and the LOI was issued this week. Please note that issuing an LOI only indicates that we are interested in purchasing a property and details the conditions that UUCA will require. At this point, there is no guarantee that the LOI will be accepted, negotiated further, or even responded to. In the past locations have only been revealed once the owner accepted or rejected a letter of intent from UUCA. This approach has been taken in order to give the owner time to consider the offer before anything is announced about the property. To reveal the location sooner jeopardizes the likelihood that the LOI will be accepted. However, in order to be as transparent as possible with the congregation about the current status of Project Phoenix and to make sure all are informed of this possibility before the vote on February 25th, more specifics about this location will be communicated once a response from the owner has been received.
The Project Phoenix Steering Team provides the following information as explanation of why this LOI has been sent.
Why is UUCA considering two properties at the same time?
We’re considering two properties to comply with UUCA’s process, which includes board and congregational approval, our timeline, which means we must leave Cliff Valley no later than September 15, 2018, and our fiduciary duty to the congregation. If we reach May 31 and the DeKalb County Board of Commissioners places conditions on the Still Waters property (2650 North Druid Hills) that we can’t afford or don’t meet our needs, we must – if possible – have a viable alternative that could meet our process, timeline and financial requirements.
Can UUCA lose the Still Waters property if we consider another property? Can the seller decide to sell it to someone else?
We already have that risk. Until the Still Waters Purchase and Sale Agreement (PSA) is signed by both parties, the seller can continue to market the property and the buyer (UUCA) can continue to look for other properties. The PSA has been approved by the seller and by UUCA’s board, and will be brought to a congregational vote on February 25. Once both parties sign the PSA, the seller must stop marketing the property but UUCA can continue to consider other properties. We can also walk for any reason at any time during Due Diligence period (the 90 days after the PSA is signed by both) and get all our earnest money back
What might make us walk away from a property, and what would that cost us?
Once the PSA is signed by both parties, we will have full access to the property and can then conduct inspections and tests to find out if it’s structurally sound, if maintenance has been deferred, if the HVAC systems are working, if there’s environmental contamination, etc. Whether or not we do these inspections, whether or not we like what we find, we can decide to walk away during the Due Diligence period. Also, if during Due Diligence the county does not approve changes we need for a property to meet our needs, we can walk away. If we walk away for any reason, our financial exposure is limited to our legal fees, our architect’s design fees, survey expenses, and any due diligence inspection expenses we might have incurred.
So what are we voting for on February 25 if we’re still considering another property?
On February 25 certified members of UUCA will vote to determine whether or not the Still Waters property would be an acceptable home for UUCA. Note we are not voting on whether it is the one and only acceptable home. Neither will this be a popularity contest; you’re not voting for one property versus another property. If and when we make sufficient progress on another property, we will have another congregational vote on whether that property would be an acceptable home for UUCA. Again, it’s not a one property or the other vote. It’s possible for a congregant to find both acceptable, only one acceptable, or neither acceptable – that’s up to each of you. Affirmative votes on both properties gives us the maximum flexibility and potential chance for success.
What happens if both properties are approved by the congregation?
If a 20% quorum is met and each property is approved by 75% or more of the voters, it will be up to the Project Phoenix Steering Committee and PP Negotiating Team, working in concert with our attorney, our brokers and the PP Design and Construction Team, to recommend which of the two options is best for UUCA. The UUCA Board of Directors, fulfilling their fiduciary responsibility for the congregation, would make the final decision and would share that decision with the congregation. We would then move to close the purchase of that property as soon as possible.