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MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT (this
"Memorandum") is made and executed as of the __ day of May, 2001
by and between the Charlotte-Mecklenburg Historic Landmarks Commission
(the "Commission") and [the Owners] (collectively, the
"Owners").
Statement of Purpose
The Owners jointly own approximately 10 acres of real
property (the "Property") located at the northeast corner of Rea
and Colony Roads in Mecklenburg County, North Carolina. Located on the
Property is a two-story, Federal-style farmhouse (the
"Farmhouse") constructed circa 1804. The Commission
believes that the Farmhouse and related property may qualify for
designation as an historic landmark within the meaning of N.C.G.S. §
160A-400.1, et seq. The Owners have intentions for the
Property that may be inconsistent with such designation. The parties
desire to enter into an agreement accommodating the interests of the
Commission and the Owners by maximizing the prospects for the preservation
of the Farmhouse, and minimizing interference with the Owners’ intended
use of the Property.
Agreement
NOW, THEREFORE, IN CONSIDERATION OF the foregoing and
the mutual covenants of the Parties, and for other good and valuable
consideration, the Commission and the Owners hereby agree as follows:
1. Offer of Donation. The Owners hereby offer to
donate the Farmhouse to the Commission. The offer to donate the Farmhouse
shall remain open through May 31, 2002. The offer includes the physical
structure comprising the Farmhouse, together with all doors, windows,
fixtures and other items attached to the physical structure of the
Farmhouse itself. The offer does not include the real property underlying
the Farmhouse or any part of the remaining Property.
2. Deferral of Acceptance; Removal. Execution of
this Memorandum does not constitute acceptance by the Commission of the
donation offered in the foregoing paragraph 1. Such acceptance shall occur
only upon delivery by the Commission to the Owners or their successors in
interest of a letter or similar writing clearly evidencing the intent of
the Commission to accept the donation. Until such time as delivery of such
written acceptance, and except as otherwise expressly provided in this
Memorandum, the Commission shall have no responsibility, liability or
other obligation with respect to the Farmhouse or any other part of the
Property. Upon acceptance of the donation of the Farmhouse the Commission
agrees to make arrangements to remove the Farmhouse from the Property as
soon as reasonably practicable.
3. Access by Commission; Stabilization; Indemnity.
Notwithstanding the foregoing paragraph 2, upon reasonable prior notice to
the Owners or their successors in interest, and provided such access does
not interfere with use by the Owners or their successors in interest of
the Property consistent with this Agreement, both prior to and after
acceptance of the donation the Commission may visit and enter the
Farmhouse for such purposes as it or its representatives deem appropriate;
and further may, at its expense, take such actions as are necessary or
appropriate to eliminate any infestation, retard deterioration or
otherwise stabilize the structure, and following acceptance of the
donation, prepare the Farmhouse for relocation to another site. The
Commission agrees to indemnify and hold harmless the Owners and their
successors in interest of and from any all damages, costs, expense, loss,
claims, demands, actions and causes of action arising out of or related to
any activity of the Commission or anyone acting on its behalf or with its
permission, express or implied, within the authorization of this paragraph
3. Upon removal of the Farmhouse from the Property, the Commission agrees,
at its expense, to repair any damage caused to the Property by such
removal, and otherwise reasonably restore the site on which the Farmhouse
was formerly situated.
4. Non-demolition. The Owners agree for
themselves and their successors in interest that prior to the earlier of
acceptance by the Commission of the donation of the Farmhouse pursuant to
the foregoing paragraph 1 or June 1, 2002, neither the Owners nor their
successors in interest shall take any affirmative action the effect of
which is to demolish or destroy any part or all of the Farmhouse, without
the prior consent of the Commission. This paragraph 4 shall not be
construed to obligate the Owners or their successors in interest to take
any action or otherwise incur any expense in connection with the
Farmhouse, including any action or expense to retard deterioration or
otherwise stabilize the structure of the Farmhouse.
5. Relocation Site. As a possible site for
relocation of the Farmhouse, and subject to the remaining provisions of
this paragraph 5, the Owners agree, during the term of this Memorandum, to
accept an offer from the Commission to acquire approximately one-half acre
of property constituting a portion of Mecklenburg County tax parcel
211-593-15 on the side of Rea Road opposite from the current location of
the Farmhouse. The proposed site will have approximately 100 feet of road
frontage and depth of approximately 218 feet. The Commission understands
that the proposed relocation site currently is the subject of a lease that
does not expire until July 2002, and that the lease in question includes a
"right of first refusal" in favor of the lessee with respect to
the proposed site. In the event the Commission chooses to attempt to
acquire the site, the Owners agree to use their reasonable best efforts to
arrange for conveyance of the site, without regard to the lease or right
of first refusal in question. In the event the Commission chooses to
acquire the proposed site, it shall be responsibility of the Commission to
obtain a boundary survey of the site subject to the Owners’ reasonable
approval, and to assure that the site meets all subdivision and zoning
requirements for the intended use. The price for the site will be
$125,000, payable in cash at closing.
6. Expiration. If the donation of the Farmhouse
as provided in the foregoing paragraph 1 is not accepted by the Commission
and the Farmhouse is not removed from the Property on or prior to May 31,
2002, then the Owners shall have no further obligation or responsibility
to the Commission under the terms of this Agreement, or to any other
person or entity with respect to the Farmhouse, and shall be free to take
such action with respect to the Farmhouse they deem appropriate.
7. Noninterference; Provisional Designation. The
Commission agrees that it will take no action the effect of which is to
evidence any opposition to the rezoning of the Property and otherwise to
cooperate reasonably with any such rezoning request, and further that it
will take no action under N.C.G.S. § 160A-400.1 et seq., or
otherwise, the effect of which is to interfere in any respect with
disposition by the Owners or their successors in interest of the Property
or the Farmhouse, subject in all events to obligations of the Owners and
their successors in interest as provided in this Memorandum. If the
Commission, in its reasonable judgment, determines that designation of the
Farmhouse as an historic landmark is necessary in order for the Commission
to expend funds for its preservation, the Commission agrees that any
recommendation it makes to the County Commission for adoption of an
ordinance designating the Farmhouse will expressly be conditioned upon
grant of a Certificate of Appropriateness to the Owner for demolition of
the Farmhouse on or after June 1, 2002, if the Farmhouse is not removed
from the Property prior to such date.
8. Successors and Assigns. This Memorandum and
all of the agreements of the parties as provided in this Memorandum shall
be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns. To that end, the Owners agree that in
the event the Property is conveyed to any other party prior to expiration
of the term of this Memorandum, any such conveyance shall be conditioned
upon assumption by such other party of the obligations and
responsibilities provided in this Memorandum, and agreement by such party
to require similar assumption by its successor(s) in interest, in the
event of a further conveyance prior to expiration of this Memorandum.
9. Further Assurances. The Commission and the
Owners respectively agree to take such action and otherwise cooperate with
each other to the extent reasonably necessary to accomplish the intent of
the parties as evidenced by this Memorandum.
Executed: May __, 2001.
CHARLOTTE-MECKLENBURG
HISTORIC LANDMARKS COMMISSION
By:
Chairman
[Owners]
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