Charlotte-Mecklenburg Historic  Commission

Rights Of First Refusal Procedures

 
1. NOTICE OF LISTING IS RECEIVED
a. Consulting director investigates
b. Consulting director reports to projects
c. Recommendation of Consulting Director is either
i. Waive it – as property is being preserved, IF PURCHASER ACKNOWLEDGES receipt and understanding of property’s significance
ii. Review further – as HLC could improve preservation of property
d. Projects Committee makes recommendation to HLC
e. HLC decides what to do.
 
2. NOTICE OF SALE is received. (SHORT TIME PERIOD TO RESPOND)
a. Consulting Director immediately investigates.
b. If HLC meeting is scheduled, he reports to HLC, who decides what action to take.
c. If no meeting scheduled, he reports to the Chairman, Projects Chairman, Design
Review Chairman.
d. The three Chairmen vote on whether to waive the right of first refusal.
i. If majority agree, Chairman executes waiver for this transaction only.
ii. If majority disagree, Special Meeting is called.
e. HLC votes at special meeting as to what action to take.
 
RIGHTS OF FIRST REFUSAL - PROCEDURE FOR REVIEW AND EXERCISE OF SUCH RIGHTS
Various real estate properties are encumbered with historic restrictive covenants that provide HLC with a right of first refusal. These provisions require a two-step process. The owner of such properties is required to first provide HLC with notice that the property is listed for sale. Upon receipt of an acceptable offer, the owner is ten required to provide a copy of said offer or its terms to HLC. HLC then has a short time period to decide if it wants to purchase the property under the same terms and conditions as the offer provided. The following procedure has been adopted by HLC so it can handle the evaluation of these rights in a fair and expeditious manner.
 
NOTICE OF LISTING
If HLC receives notice of the listing of any property encumbered by an HLC right of first refusal, the Director or staff shall determine the current status of the Property, including its physical condition and adherence to the restrictive covenants, and shall discuss with the current owner the importance of sharing with all prospective purchasers the historic designation ordinance and a copy of the restrictive covenants.
If the Director investigates and believes that the historic nature of the Property has been preserved and such preservation is likely to continue, then he shall make a recommendation to the Projects Committee at its next regularly scheduled meeting that it will, upon request, waive in writing its right of first refusal for any sale arising out of this listing, or within six months from said notice of listing, provided the proposed purchaser provides to HLC its written acknowledgment that he has received a copy of the historic designation ordinance and historic restrictive covenants, understands the terms contained therein, and agrees to comply with their provisions, and such information is supported by the Director.
 
If the Director, after initial investigation, believes that HLC’s exercise of its right of first refusal would substantially improve the preservation of the Property, the Consulting Director shall present the information he has gathered to the Projects Committee.
Upon receipt of the Director’s report, the Projects Committee shall consider this matter and make a recommendation to HLC regarding this Property.
 
After receipt of the recommendation of the Projects Committee, HLC shall make a decision about how to proceed regarding the Property and HLC’s right of first refusal.
 
NOTICE OF OFFER ONLY
Should HLC receive a notice of an offer on a property encumbered by an HLC right of first refusal, without receiving a notice of listing, or should a notice of an offer be received prior to the completion of the procedure in Paragraph 1 herein, or should the Consulting Director believe the Purchaser of a Property does not understand the historic significance of the Property under paragraph 1(a) above, the following procedure shall be adopted.
 
Upon receipt of an offer, the Consulting Director or staff shall perform an investigation to determine the condition of the property, the proposed purchaser’s knowledge regarding the historic designation of the property and the historic restrictive covenants, and the proposed purchaser’s plans for the Property.
 
If the is a regularly scheduled meeting of HLC prior to the expiration of the period contained in the right of first refusal provision for HLC’s response, the Consulting Director or staff shall present the results of the investigation to HLC, who shall vote on what action to take regarding the Property.
 
If an HLC meeting is not scheduled before the expiration of the right of first refusal response period, the Consulting Director or staff will present the results of the investigation to the Chairman of HLC, the Chairman of the Projects Committee and the Chairman of the Design Review Committee, or to the Vice Chairman of each entity, if the Chairman is not available.
 
The three representatives will then vote to waive the right of first refusal as well as to waive any rights arising out of the owner’s failure to provide notice of the listing of the Property, which vote can be via phone or email. Upon a majority vote for such waiver and at the request of the owner of the Property, the Chairman of HLC shall execute a waiver of right of first refusal and a waiver of the owner’s failure to provide notice of the listing, if applicable, that shall be binding upon HLC. The waivers herein shall be limited to this sale transaction only. The Consulting Director or staff will report the results of this vote to HLC at its next regularly scheduled meeting.
 
If two or more of the three representatives do not agree to waive the right of first refusal, a special meeting of HLC shall be called to consider the exercise of the rights of first refusal. The Chairman shall provide notice to the owner of the Property that that a special meeting of HLC will be held to determine the actions to be taken by HLC, and if appropriate, that the owner did not comply with the provisions of the restrictive covenant by giving notice of the listing of the Property.