SUMMARY OF PROCEDURE
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
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
d. The three Chairmen vote on whether to waive the right of first
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
NOTICE OF LISTING.
If HLC receives notice of the listing of any property encumbered by
an HLC right of first refusal, the Consulting 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
If the Consulting 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 Consulting Director.
If the Consulting 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
Upon receipt of the Consulting 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.