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3 <br />contemplated by the Offer is completed, this Agreement will terminate and be of no further <br />force or effect. <br />1.5 If the City, with respect to an Offer, fails to timely exercise its right to <br />purchase the Property under the terms of this Agreement, and for any re ason Owner does not <br />sell or convey the Property to the Third-Party Offeror on the terms contained in such Offer, <br />then Owner remains obligated to provide Notice of any other offer that Owner desires to <br />accept, and such offers will be subject to the City’s right of first refusal under this Agreement. <br />1.6 If City elects to purchase the Property and any element of the <br />consideration specified in the Offer is not cash or deferred purchase money (e.g., an exchange <br />of property or performance of covenants other than the payment of money), then the City may <br />elect to have the nonmonetary consideration appraised by an independent Member of the <br />Appraisal Institute (MAI) appraiser and pay Owner the cash value of the nonmone tary <br />consideration in lieu of the performance of the nonmonetary obligations specified in the Offer. <br />2.Term. The term of this Agreement commences on the effective date of this <br />Agreement and ends on the earlier to occur of (1) the date stated as the End Date in Part A, or <br />(2) the consummation of a sale of the Property pursuant to an Offer in which the City has <br />elected not to exercise its right of first refusal. However, a notice of election timely delivered <br />by the City within the 30-day period pursuant to section 1.3 is effective if such delivery occurs <br />before the end of the term of this Agreement, in which case this Agreement will be deemed <br />extended as necessary until the consummation of the sale to the City of the Property pursuant <br />to such timely notice of election. The City will cooperate in providing Owner with any <br />instruments that Owner reasonably may require for the purpose of removing from the public <br />record any cloud on title to the Property attributable in any manner to the grant or existence of <br />this right of first refusal, in accordance with Section 9. <br />3.Excluded Transfers. The right of first refusal created by this Agreement does not <br />apply to any sale or conveyance of the Property by Owner to any partnership, limited <br />partnership, joint venture, corporation, or other entity in which Owner owns and controls at <br />least a seventy-five (75%) percent ownership interest. <br />4.Effect of Noncompliance. If the Property (or any portion thereof) is sold in <br />contravention of the City’s rights under this Agreement, the City shall the right to equitable <br />relief declaring the sale to be invalid and to specific performance if City elects to purchase the <br />Property on the same terms and conditions as the prior sale. This right to equitable relief shall <br />be in addition to any other remedies available to City due to any default by Owner hereunder. <br />5.Notices. All notices required or permitted to be given under this Agreement <br />must be in writing and will be deemed given and received two business days after deposit in <br />the United States mail, postage prepaid, addressed to the other party’s physical address in <br />Part A. An email notice to Owner at the email address in Part A is fully effective and is deemed <br />delivered upon sending. Notice given in any other manner will be effective when it is received <br />by the party for whom it is intended. Either party may change its address by giving 10 days’ <br />written notice to the other party.