§ 41B.7. RIGHT OF FIRST REFUSAL.

(a) General Construction. This Section 41B.7 shall be construed to confer upon each Qualified Nonprofit a right of first refusal, as set forth in this Section, with respect to any Multi-Family Residential Building which that Qualified Nonprofit has previously made an offer of purchase under Section 41B.6(f), or for which that Qualified Nonprofit was not previously given the opportunity described in Section 41B.6(b).

(b) Written Offer of Sale to Qualified Nonprofits; Terms and Conditions Set by Market. Except as provided in subsection (f), whenever the Seller of a Multi-Family Residential Building receives from a Purchaser other than a Qualified Nonprofit an offer to Purchase the Multi-Family Residential Building that the Seller wishes to accept, and whenever the Seller of a Multi-Family Residential Building makes an offer to Sell the Multi-Family Residential Building that a Purchaser other than a Qualified Nonprofit expresses a desire to accept, the Seller shall, before any such offer of Purchase or Sale may be accepted, offer to Sell the Building to any Qualified Nonprofit that has previously made an offer of purchase under Section 41B.6(f) with respect to that Building, or that was not previously given the opportunity described in Section 41B.6(b) with respect to that Building. Any such offer of Sale to a Qualified Nonprofit shall contain the same terms and conditions (including, but not limited to, price) as the offer of Purchase previously received by the Seller which the Seller wishes to accept or the offer of Sale previously made by the Seller which a Purchaser has expressed a desire to accept, except that the terms and conditions in the offer of Sale to a Qualified Nonprofit shall not be inconsistent with the applicable timeframe described in subsection (c) or (d). Such an offer of Sale to a Qualified Nonprofit shall be submitted in writing, on the same calendar day (and, to the extent possible, at the same time), to each of the e-mail addresses for any Qualified Nonprofits that have previously made an offer of purchase under Section 41B.6(f) with respect to the relevant Building, or that were not previously given the opportunity described in Section 41B.6(b) with respect to that Building. If the Seller has not previously made the disclosures set forth in Section 41B.6(c) and Section 41B.6(e) with respect to the Multi-Family Residential Building, the Seller shall include those disclosures with any offer of Sale required by this subsection (b).

(c) Time for Qualified Nonprofits to Accept Offer, in General. Except as provided in subsection (d), no later than 11:59 p.m. on the fifth full calendar day after a Seller has submitted an offer of Sale under subsection (b) to a Qualified Nonprofit via e-mail, that Qualified Nonprofit shall notify the Seller and every other Qualified Nonprofit, via e-mail, of its decision to accept or reject the Seller’s offer of Sale. If, during this time period, any Qualified Nonprofit that has received such an offer of Sale decides to accept the Seller’s offer of Sale, that Qualified Nonprofit shall immediately notify the Seller and every other Qualified Nonprofit of that decision, via e-mail. After a Qualified Nonprofit notifies the Seller of its decision to accept the Seller’s offer of Sale, and notwithstanding any defect in that Qualified Nonprofit’s notice to other Qualified Nonprofits, that Qualified Nonprofit shall be deemed to have accepted the offer of Sale, and no other Qualified Nonprofit may accept the Seller’s offer of Sale, whether or not the time period described in this subsection (c) has elapsed.

(d) Time for Qualified Nonprofits to Accept Offer, Absent Prior Opportunity to Exercise Right of First Offer. Notwithstanding subsection (c), if Qualified Nonprofits have not previously had an opportunity to exercise the right of first offer set forth in Section 41B.6 with respect to the Sale of a Multi-Family Residential Building (because, for example, the Seller of the Building has received an unsolicited offer to Purchase the Building), each Qualified Nonprofit shall notify the Seller and every other Qualified Nonprofit, via e-mail, of its decision to accept or reject the Seller’s offer of Sale no later than 11:59 p.m. on the 30th full calendar day after the Seller has, pursuant to subsection (b), notified the Qualified Nonprofit of its intent to Sell a Multi-Family Residential Building. If, during this time period, any Qualified Nonprofit decides to accept the Seller’s offer of Sale, that Qualified Nonprofit shall immediately notify the Seller and every other Qualified Nonprofit of that decision, via e-mail. After a Qualified Nonprofit notifies the Seller of its decision to accept the Seller’s offer of Sale, and notwithstanding any defect in that Qualified Nonprofit’s notice to other Qualified Nonprofits, that Qualified Nonprofit shall be deemed to have accepted the offer of Sale, and no other Qualified Nonprofit may accept the Seller’s offer of Sale, whether or not the time period described in this subsection (d) has elapsed.

(e) Qualified Nonprofit’s Acceptance of Offer. If, in accordance with subsection (c) or (d), as applicable, a Qualified Nonprofit notifies the Seller that the Qualified Nonprofit has decided to accept the Seller’s offer of Sale, the Seller shall proceed to Sell the Multi-Family Residential Building to that Qualified Nonprofit in a manner consistent with the offer of Sale. A Qualified Nonprofit that so notifies the Seller (that is, before any other Qualified Nonprofit so notifies the Seller) shall be obliged to Purchase the Multi-Family Residential Building in a manner consistent with the offer of Sale.

(f) Qualified Nonprofits’ Rejection of Offer. If, at or before the deadline set forth in subsection (c) or (d), as applicable, each Qualified Nonprofit that has received an offer of Sale has notified the Seller that it does not wish to accept the Seller’s offer of Sale, the Seller may immediately proceed with the Sale of the Multi-Family Residential Building, consistent with the offer of Purchase or offer of Sale that the Seller previously received from, or made to, a Purchaser other than a Qualified Nonprofit, as described in subsection (b). If, after the deadline set forth in subsection (c) or (d), as applicable, no Qualified Nonprofit has notified the Seller that it has decided to accept the Seller’s offer of Sale, the Seller may likewise immediately proceed with the Sale of the Multi-Family Residential Building, consistent with such offer of Purchase or offer of Sale. If, however, the Seller does not proceed with the Sale of the Building in a manner consistent with such offer of Purchase or offer of Sale, and instead receives from a Purchaser other than a Qualified Nonprofit a materially different offer to Purchase the Multi-Family Residential Building that the Seller wishes to accept, or makes a materially different offer to Sell the Multi-Family Residential Building that a Purchaser other than a Qualified Nonprofit expresses a desire to accept, that materially different offer of Purchase or offer of Sale shall be considered a new offer of Purchase or offer of Sale for purposes of subsection (b).

(g) Conditional Third-Party Sales Agreements Permitted. If, as described in subsection (b), the Seller of a Multi-Family Residential Building receives from a Purchaser other than a Qualified Nonprofit an offer to Purchase the Multi-Family Residential Building that the Seller wishes to accept, or if the Seller of a Multi-Family Residential Building makes an offer to Sell the Multi-Family Residential Building that a Purchaser other than a Qualified Nonprofit expresses a desire to accept, that offer of Sale or offer of Purchase may be accepted subject to the contingency that no Qualified Nonprofit exercises the right of first refusal conferred by this Section 41B.7. In such a circumstance, the Seller and the Purchaser shall each expressly acknowledge, in writing, that the Purchaser’s Purchase of the Multi-Family Building will not occur if a Qualified Nonprofit exercises the right of first refusal conferred by this Section.

(Added by Ord. , File No. 181212, App. 5/3/2019, Eff. 6/3/2019)