Common Sense TOPA Reform Amendment Act of 2025

Statement of Introduction
Common Sense TOPA Reform Amendment Act of 2025

April 11, 2025

Nyasha Howard, Secretary
Council of the District of Columbia
1350 Pennsylvania Avenue, N.W.
Washington, DC 20004

Dear Secretary Howard,

First established in the District in 1980, the Tenant Opportunity to Purchase Act was
designed to discourage displacement and “strengthen the bargaining position”1 of renters by
establishing rights for tenants during the sale of their building. TOPA gives tenants the first right
to purchase, allows them to negotiate affordability or improvements to a building and its
amenities, and has resulted in the building of additional housing through the tenants’ assignment
of purchase rights. Between 2006 and 2020, tenants in 19,170 units were able to successfully
negotiate during the sale of their building, accounting for 51% of all units sold following a
TOPA notice.

D.C.’s law aims to ensure that housing security, tenant empowerment, and affordability
are balanced with owners’ property rights. But some TOPA provisions have made it hard to use
and slowed down the transaction process, which ultimately hurts building owners, tenants, and
developers alike.

Unfortunately, the right of tenants to participate in the sale of their building is needlessly
being used as a scapegoat in conversations about housing production. We can balance the needs
of housing investors and tenants with updates to the law that meet the current moment.

For decades, D.C. had the only such law in the country. Now, while other cities and states
are working to replicate TOPA, we are in danger of losing it. At least two legislative proposals in
the past two years would restrict TOPA’s applicability to a narrow range of properties,
effectively eroding the law entirely.

1 D.C. Official Code § 42–3401.02
I am introducing the “Common Sense TOPA Reform Amendment Act of 2025,” which
streamlines and modernizes TOPA in a way that preserves and enhances this bedrock of tenants’
rights. This legislation would expedite transaction timelines, create consequences for bad actors
who slow down the process or mislead tenants, and give tenants earlier access to information
about their rights and options and connect them to tenant support organizations. The legislation
would also exempt all new residential construction from TOPA for the first three years, and
clarify refinancing transactions that are exempt, to ensure that the District continues to attract
strong investment in new housing.

The legislation is largely based on recommendations from a Council-funded study –
Sustaining Affordability: The Role of the Tenant Opportunity to Purchase Act (TOPA) in
Washington – to comprehensively review TOPA from the perspective of tenants, owners, and
other stakeholders.

The Tenant Opportunity to Purchase Act was created not long after D.C. attained home
rule, and likewise gives tenants their own means of self-determination. Rather than carving away
at those rights, this legislation recognizes TOPA as a source of strength and opportunity for the
District of Columbia and its residents.

Sincerely,

Brianne K. Nadeau
Councilmember, Ward 1
Chair, Committee on Public Works & Operations

1
_____________________________
Councilmember Brianne K. Nadeau

A BILL

_________________________

IN THE COUNCIL OF THE DISTRICT OF COLUMBIA

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To amend the Rental Housing Conversion and Sale Act of 1980 to clarify the definition of a sale 1
for the purposes of a tenant’s opportunity to purchase a housing accommodation and to 2
exempt new housing accommodations within the first three years after the issuance of a 3
certificate of occupancy, to establish a certification process for tenant support providers 4
based on expertise and ability to counsel tenants who seek to exercise their rights under 5
subchapter IV, to establish a certification process for qualified purchasers based on 6
capacity to acquire, own, manage, and improve or redevelop, housing accommodations 7
acquired as a result of assignment of purchase rights, to clarify the information and 8
procedures required to for an owner to provide an offer of sale to tenants and to the 9
Mayor, to clarify the information and procedures required for an owner to provide a 10
notice of transfer, to eliminate the 45-day period for a tenant to issue notice indicating an 11
intent to file a petition for relief after a notice of transfer, to direct the Department of 12
Housing and Community Development to promptly review each offer of sale and notice 13
of transfer for compliance with statutory and regulatory requirements, to direct the Mayor 14
to share an offer of sale with all tenant support providers and qualified purchasers within 15
15 days of receipt, to prohibit the assignment of purchase rights within the first 45 days 16
after an offer of sale without having first met with a tenant support provider, to require 17
the disclosure of conflicts of interest by any party negotiating with tenants, to require that 18
certain information related to tenant purchase proceedings be filed with the Department 19
of Housing and Community Development, to require the development of templates for 20
tenant buyout agreements and purchase contracts, to require the establishment of a TOPA 21
transparency portal to be integrated with the Public Accessible Rent Control Housing 22
Database as established in Section 203a of the Rental Housing Act of 1985, to prohibit 23
coercion, retaliation, and other acts in relation to tenant purchase proceedings, and to 24
allow for an aggrieved owner or tenant to seek an award of costs and attorney fees; and to 25
amend the District of Columbia Deed Recordation Tax Act to add transfers to a qualified 26
purchaser as an exempt transaction. 27
28
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this 29
act may be cited as the “Common Sense TOPA Reform Amendment Act of 2025”. 30

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Sec. 2. The Rental Housing Conversion and Sale Act of 1980, effective September 10, 31
1980 (D.C. Law 3-86, D.C. Official Code § 42-3401.01 et seq.) is amended as follows: 32
(a) A new section 401a is added to read as follows: 33
“Sec. 401a. Definitions. 34
“For the purposes of this subchapter: 35
“(1) “Appraised value” means the value of a housing accommodation as of the 36
date of the appraisal, based on an objective, independent property valuation, performed 37
according to professional appraisal industry standards. 38
“(2) “Bona fide offer of sale” means an offer of sale for a housing accommodation 39
or the interest in the housing accommodation that is either: 40
“(A) For a price and other material terms that are at least as favorable as 41
those accepted by a purchaser in an arm’s length third-party contract; or 42
(B) In the absence of an arm’s length third-party contract, an offer of sale 43
with a price at the appraised value and other material terms comparable to that at which a willing 44
seller and a willing buyer would sell and purchase the housing accommodation, or the appraised 45
value. 46
“(3) “Buyout” means a payment or any other consideration provided to a Tenant 47
in exchange for relinquishing some or all pre-existing tenancy or occupancy rights. 48
“(4) “Department” means the Department of Housing and Community 49
Development, or any successor agency. 50
“(5) “Owner” means: 51
“(A) Any person, or any one of a number of persons, in whom is vested all 52
or any part of the beneficial ownership, dominion, or title of a housing accommodation; or 53
3
“(B) The committee, conservator, or legal guardian of an owner who is 54
non compos mentis, a minor child, or otherwise under a disability. 55
“(5) "Tenant" means any renter, tenant, subtenant, lessee, or sublessee of a rental 56
unit, or successor to a renter’s interest, or any group of tenants, subtenants, lessees, or sublessees 57
of any rental unit, or any other person entitled to the use or occupancy of a rental unit. 58
“(6) “Tenant support provider” means: 59
“(A) Any person or organization certified by the Mayor pursuant to 60
section 402c; or 61
“(B) The Office of the Tenant Advocate, as established by Subtitle G of 62
title II of the Fiscal Year 2006 Budget Support Act of 2005, effective October 20, 2005 (D.C. 63
Law 16-33; D.C. Official Code § 42-3531.01 et seq.). 64
“(7) “Qualified purchaser” means any person certified by the Mayor pursuant to 65
section 402d, or an agency or instrumentality of the District.”. 66
(b) Section 402 (D.C. Official Code § 42-3404.02) is amended as follows: 67
(1) The section title is amended to read as follows: 68
“Sec. 402. Tenant opportunity to purchase.”. 69
(2) Subsection (a-2)(1) is repealed. 70
(3) Subsection (b) is repealed. 71
(4) Subsection (c) is repealed. 72
(5) Subsection (d) is repealed. 73
(6) A new subsection (e) is added to read as follows: 74
“(e)(1) Within 5 days of a request by any person, the Mayor shall provide: 75
4
“(A) Written certifications, including the date of receipt or non-receipt, of 76
any notices received under subchapters IV and V of this chapter; and 77
“(B) Copies of the notices. 78
“(2) The certifications may be recorded among the records of the Recorder of 79
Deeds and shall be exempt from filing fees.”. 80
(c) A new section 402b is added to read as follows: 81
“Sec. 402b. “Sale” defined; excluded properties. 82
“(a) For the purposes of subchapters IV and V of this chapter, the terms “sell” or “sale” 83
shall include, but are not limited to: 84
“(1) The execution of any agreement pursuant to which the owner of the housing 85
accommodation agrees to some, but not all, of the following: 86
“(A) Relinquishes possession of the property; 87
“(B) Extends an option to purchase the property for a sum certain at the 88
end of the assignment, lease, or encumbrance and provides that a portion of the payments 89
received pursuant to the agreement is to be applied to the purchase price; 90
“(C) Assigns all rights and interests in all contracts that relate to the 91
property; 92
“(D) Requires that the costs of all taxes and other government charges 93
assessed and levied against the property during the term of the agreement are to be paid by the 94
lessee either directly or through a surcharge paid to the owner; 95
“(E) Extends an option to purchase an ownership interest in the property, 96
which may be exercised at any time after execution of the agreement but shall be exercised 97
before the expiration of the agreement; and 98
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“(F) Requires the assignee or lessee to maintain personal injury and 99
property damage liability insurance on the property that names the owner as the additional 100
insured. 101
“(2) Multiple transfers of minority interests in the Rental Property which, in 102
effect, result in a transfer of the Rental Property. 103
“(3) A master lease which meets some, but not all, of the factors described in 104
paragraph (1) of this subsection or which is similar in effect; 105
“(4) The transfer of an ownership interest in a corporation, partnership, limited 106
liability company, association, trust, or other entity which owns an accommodation as its sole or 107
principal asset, which, in effect, results in the transfer of the accommodation pursuant to 108
paragraph (1) of this section. For the purposes of this sub-paragraph, the term “principal asset” 109
means the value of the accommodation relative to the entity’s other holdings. 110
“(b) For the purposes of subchapters IV and V of this chapter, and notwithstanding 111
anything to the contrary herein, the term “sell” or “sale” shall not include: 112
“(1)(A) A probate, trust, or inter vivos transfer to an heir and legatee, by a 113
decedent’s estate to members of the decedent’s family if the consideration arising from the 114
transfer will pass from the decedent’s estate to, or solely for the benefit of, charity. 115
“(B) For purposes of this paragraph, the term “members of the decedent’s 116
family” means: 117
“(i) A surviving spouse, or domestic partner as defined in section 118
2(3) of the Health Care Benefits Expansion Act of 1992, effective June 11, 1992 (D.C. Law 9-119
114; D.C. Official Code § 32-701(3)), of the decedent, lineal descendants of the decedent, or 120
spouses of lineal descendants of the decedent; 121
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“(ii) A trust for the primary benefit of the persons referred to in 122
sub-paragraph (i) and; 123
“(iii) A partnership, corporation, or other entity controlled by the 124
individuals referred to in sub-paragraphs (i) and (ii). 125
“(2) An inter-vivos transfer, even though for consideration, between spouses, 126
parent and child, siblings, grandparent and grandchild, or domestic partners as defined in section 127
2(3) of the Health Care Benefits Expansion Act of 1992, effective June 11, 1992 (D.C. Law 9-128
114; D.C. Official Code § 32-701(3)); 129
“(3) A transfer to a person entitled to property of an intestate decedent pursuant to 130
Chapter 3 of Title 19. 131
“(4) A transfer of legal title or an interest in an entity holding legal title to a 132
housing accommodation pursuant to a bona fide deed of trust or mortgage, and thereafter any 133
transfer by foreclosure sale or deed in lieu of foreclosure pursuant to a bona fide deed of trust or 134
mortgage; 135
“(5) A tax sale or transfer pursuant to tax foreclosure; 136
“(6) A bankruptcy sale; 137
“(7) Any transaction involving accommodations otherwise subject hereto 138
expressly contemplated by a registration statement filed with the Securities and Exchange 139
Commission prior to February 22, 1994; 140
“(8) Any transfer of a property directly caused by a change in the form of the 141
entity owning the property; provided, that the transfer is without consideration, including a 142
transfer of interests in an entity to an entity under § 29-204.06; 143
7
“(9) The transfer of interests in a partnership or limited liability company that 144
owns an accommodation; provided, that the sole purpose of the transfer is to admit one or more 145
limited partners or investor members who will make capital contributions; 146
“(10) A transfer of title to the housing accommodation to an entity under § 29-147
204.06; 148
“(11) A transfer of bare legal title into a revocable trust, without actual 149
consideration for the transfer, where the transferor is the current beneficiary of the trust pursuant 150
to Section 302(17) of the District of Columbia Deed Recordation Tax Act, approved March 2, 151
1962 (76 Stat. 11; D.C. Official Code 42-1102(17)); 152
“(12) A transfer of the housing accommodation to a named beneficiary of a 153
revocable trust by reason of the death of the grantor of the revocable trust, pursuant to Section 154
302 of the District of Columbia Deed Recordation Tax Act, approved March 2, 1962 (76 Stat. 155
11; D.C. Official Code 42-1102); 156
“(12) A transfer of the housing accommodation by the trustee of a revocable trust 157
if the transfer would otherwise be excluded under this chapter if made by the grantor of the 158
revocable trust, pursuant to Section 302(19) of the District of Columbia Deed Recordation Tax 159
Act, approved March 2, 1962 (76 Stat. 11; D.C. Official Code 42-1102(19)); 160
“(14) A transfer pursuant to court order or court-approved settlement; 161
“(15) A transfer by eminent domain or under threat of eminent domain; 162
“(16) A transfer of interest in an entity that owns a housing accommodation or a 163
transfer of title to a housing accommodation, if each of the following conditions is satisfied: 164
8
“(A) The credit period, as defined in section 42 of the United States 165
Internal Revenue Code of 1986, approved October 22, 1986 (100 Stat. 2189; 26 U.S.C. § 42) 166
("IRC"), for the housing accommodation has ended; 167
“(B) Immediately prior to the transfer the housing accommodation is 168
subject to: 169
“(i) An extended low-income housing commitment, as that term is 170
defined in Section 42(h)(6)(B) of the IRC (100 Stat. 2189; 26 U.S.C. § 42(h)(6)(B)); or 171
“(ii) A comparable restrictive covenant as a result of a federal or 172
District program with occupancy, rent, and income requirements at least as restrictive as under 173
section 42 of the IRC; 174
"(C) Before and after the transfer, the owner of the housing 175
accommodation is controlled, directly or indirectly, by the same person or entity; and 176
"(D) Immediately following the transfer, the housing accommodation is 177
for a term of not less than 10 years subject to an existing or new extended low-income housing 178
commitment or a comparable restrictive covenant as a result of a federal or District program with 179
occupancy, rent and income requirements at least as restrictive as under section 42 of the IRC. 180
"(17) The transfer of interests in a partnership or limited liability company that 181
owns a housing accommodation; provided, that the sole purpose of the transfer is to allow for the 182
exit of one or more limited partners or investor members who have made capital contributions; 183
and 184
"(18) A transfer of interest in an entity that owns a housing accommodation or a 185
transfer of title to a housing accommodation, the sole purpose of which is to qualify for and enter 186
into a new credit period, as defined in section 42 of the IRC, for purposes of the rehabilitation of 187
9
the housing accommodation; provided that, before and after the transfer, the owner of the 188
housing accommodation is controlled, directly or indirectly, by the same person or entity. 189
“(c) The burden of proof to establish that a property or transfer is exempt from the 190
requirements of subchapters IV and V of this chapter shall be on the owner. 191
“(d) The following properties are exempt from the requirements of this subchapter: 192
“(1) Properties owned by the District of Columbia Housing Authority; 193
“(2) Properties owned by and operated as a hospital, convent, monastery, 194
extended care facility, convalescent home, or dormitories owned by educational institutions; 195
“(3) Newly constructed housing accommodations for which the initial certificate 196
of occupancy was issued no earlier than three years prior.”. 197
(d) A new section 402c is added to read as follows: 198
“Sec. 402c. Tenant support providers. 199
“(a) The Mayor shall establish a certification process for tenant support providers, which 200
shall be selected based on expertise and ability to counsel tenants who seek to exercise their 201
rights under this subchapter, and regarding: 202
“(1) The formation and governance of tenant organization and other legal and 203
collective ownership structures, 204
“(2) Technical support services for first-time homeowners; 205
“(3) Obtaining financing for the purchase of Real Properties; or 206
“(4) Assisting in the process of closing on property transactions. 207
“(b) The Department shall maintain a list of certified tenant support providers, with 208
contact information for each, on a publicly accessible website. 209
“(c) Certification as a tenant support provider shall be valid for four years. 210
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“(d)A tenant support provider shall not: 211
“(1) Act in a manner that is adverse to the interests of a tenant occupying a 212
property subject to this subchapter; 213
“(2) Serve a tenant occupying a property in which the tenant support provider or 214
any employee thereof may have a present or future financial interest. 215
“(e) The Mayor shall promptly investigate any complaint alleging that a tenant support 216
provider has a conflict of interest or has failed to comply with the requirements of this 217
subchapter. If after the Mayor determines that a tenant support provider has a conflict of interest 218
or has failed to comply with the requirements of this subchapter, the Mayor may limit, suspend, 219
or revoke that organization’s certification.”. 220
(e) A new section 402d is added to read as follows: 221
“Sec. 402d. Qualified purchaser. 222
“(a) The Mayor shall establish criteria for the certification of qualified purchasers, which 223
shall be selected based on: 224
“(1) The capacity to acquire, own, manage, and improve or redevelop, either 225
independently or through an agent, housing accommodations and related facilities acquired under 226
this subchapter or subchapter IV-A for the remaining useful life of the housing accommodation; 227
“(2) Understanding of, and ability to comply with, the requirements of this 228
subchapter. 229
“(b) Certification as a qualified purchaser shall be valid for four years. 230
“(c)(1) The Mayor shall solicit new applications qualified purchasers on a rolling basis. 231
“(2) The Mayor shall recruit and solicit applications from reputable parties that 232
have not previously conducted real estate transactions in the District. 233
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“(3) For the first four-year period after the effective date of this section, a Pre-234
Approved Developer, as that term is defined in 14 DCMR § 2499, shall be granted certification 235
as a qualified purchaser. 236
“(d) The Department shall maintain a list of qualified purchasers on a publicly accessible 237
website. 238
“(e)(1) A qualified purchaser shall be in compliance with the entity filing requirements as 239
prescribed in § 29–102.01. 240
“(2) A qualified purchaser shall not act in a manner that is adverse to the interests 241
of tenants occupying a property subject to this subchapter. The Mayor shall promptly investigate 242
any complaint alleging that a qualified purchaser has a conflict of interest or has failed to comply 243
with the requirements of this subchapter. If after the Mayor determines that a tenant support 244
provider has a conflict of interest or has failed to comply with the requirements of this 245
subchapter, the Mayor may limit, suspend, or revoke that qualified purchaser’s certification.”. 246
(f) Section 403 (D.C. Official Code § 42-3404.03) is amended as follows: 247
(1) The lead-in language is redesignated as subparagraph (a) and amended to read 248
as follows: 249
“(a) An offer of sale shall include, at minimum:”. 250
(2) Paragraph (2) is amended to read as follows: 251
“(2) A statement that the tenant has the right to purchase the accommodation 252
under this chapter and a notice that the tenants are entitled to no-cost technical assistance and 253
training on their rights provided by a tenant support provider approved by the Mayor, together 254
with a list of eligible providers and their contact information;”. 255
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(3) Paragraph (4) is amended by striking the phrase “floor plan.” and inserting the 256
phrase “floor plan;” in its place. 257
(4) New paragraphs (5) and (6) are added to read as follows: 258
“(5) The name and contact information of all tenant support providers certified by 259
the Mayor pursuant to section 402c as of the date of issuance of the offer of sale; provided, that if 260
no such organizations have been certified, the owner will be deemed in compliance with this 261
paragraph; and 262
“(6) Information on the cooling-off period as outlined in section 403c. 263
(5) A new subsection (b) is added to read as follows: 264
“(b)(1) The owner shall provide each tenant with a written copy of the offer of sale by 265
certified mail. Notice to tenants shall be sent to their address at the housing accommodation 266
unless a tenant has supplied in writing to the owner a different address for notice. 267
“(2) On the same date as copies of the offer of sale are postmarked to tenants, the 268
owner shall provide the Mayor with a written copy of the offer of sale and a signed statement 269
confirming that copies of the offer of sale were provided to each tenant. The offer of sale shall be 270
sent to the mayor by registered or certified mail, return receipt requested, by commercial 271
overnight delivery service that maintains proof of delivery, by hand delivery, or by any other 272
method designated by the Department. If the owner delivers the notification to the Mayor by 273
hand delivery, the Owner shall obtain a date stamped copy demonstrating the Mayor's receipt.”. 274
(f) A new section 403a is added to read as follows: 275
“Sec. 403a. Notice of transfer. 276
“(a) Notwithstanding subsections (b) and (c), if an opportunity to purchase is not 277
provided under section 402, the owner shall provide the Mayor written notice of a transfer of an 278
13
interest in a housing accommodation or of any ownership interest in a corporation, partnership, 279
limited liability company, association, trust, or other entity which owns a housing 280
accommodation. Such notice shall be provided at least 90 days prior to the proposed date of 281
transfer. 282
“(b) An owner shall not be required to file a notice of transfer with the Mayor for a 283
transfer exempt under section 402b(b), paragraphs (3) and (4). 284
“(c) For a transfer exempt under section 402b(b), paragraphs (2), (8), and (9), in addition 285
to the requirement of subsection (a), an owner shall provide copies of the notice of transfer to 286
each tenant by certified mail. Notice to tenants shall be sent to their address at the housing 287
accommodation unless a tenant has supplied in writing to the owner a different address for 288
notice. 289
“(d) The Notice of Transfer shall be substantially in the form prescribed by the Mayor 290
and shall provide at a minimum: 291
“(1) A statement of the rights of the tenant or the tenant organization under this 292
chapter; 293
“(2) An accurate description of the transfer, including whether the transfer will 294
result in any changes in management, current rents, or any applicable affordability requirements 295
for the housing accommodation; 296
“(3) The date of the proposed transfer; and 297
“(4) The reason, if any, why the owner asserts the transfer may not constitute a 298
sale as defined in section 402b. 299
“(e) In addition to any other requirements for the form of the Notice of Transfer 300
prescribed by this section, a Notice of Transfer for a housing accommodation to be transferred 301
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for the purposes of receiving tax benefits pursuant to section 42 of the United States Internal 302
Revenue Code of 1986, approved October 22, 1986 (100 Stat. 2189; 26 U.S.C. § 42), or a 303
comparable District program, shall include a description of the applicable federal or District 304
subsidy, and a description of the steps in the transaction employed by the developer to avail itself 305
of the subsidy. 306
“(f) The owner’s failure to provide the Notice of Transfer, or the provision of a notice 307
that is fraudulent or contains material misrepresentations, shall create a rebuttable presumption 308
that the transfer constitutes a sale for purposes of subchapters IV and V of this chapter. 309
“(g) Within 30 days of the receipt by the Mayor of the Notice of Intent to File, a tenant or 310
tenant organization shall have 30 days to file a petition for relief under § 42-3405.03 or § 42-311
3405.03a. A copy of the petition shall be delivered to the owner by registered or certified mail, 312
return receipt requested, or by personal service. Failure of a tenant or tenant organization to file 313
timely the petition for relief shall preclude the tenant or tenant organization from asserting any 314
rights under subchapters IV and V of this chapter relating to the transfer identified in the Notice 315
of Transfer. 316
“(h) A tenant or tenant organization shall be precluded from asserting any rights under 317
subchapters IV and V of this chapter for a transfer exempt under subsection 402b(b)(3) of this 318
section. 319
“(i) Any change in the transfer agreement that would invalidate a claim of exemption 320
shall be reported in writing to the Mayor, substantially in a form prescribed by the Mayor, and 321
proper notice shall be provided to the tenant or tenant organization. 322
(g) A new section 403b is added to read as follows: 323
“Sec. 403b. Compliance review of offer of sale and notice of transfer. 324
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“(a) Within 7 days of receipt, the Department shall review each offer of sale received 325
pursuant to section 403 and each notice of transfer received pursuant to section 403a, for the 326
purpose of ensuring compliance with all statutory and regulatory requirements. 327
“(b) The Office shall have the authority to request additional information by written or 328
verbal inquiry, conference, or any other method or combination of methods suitable. 329
“(c) The Department shall establish a process for receiving reports of suspected violations 330
or deficiencies in the issuance of an offer of sale or notice of transfer and shall use such reports 331
to inform the initiation of inquiries pursuant to sections 505 through 510. 332
“(h) A new section 403c is added to read as follows: 333
“Sec. 403c. Cooling-off period; interference prohibited. 334
“(a) Within the first 15 days following receipt of the offer of sale by the Mayor pursuant 335
to section 403, the Mayor shall provide all tenant support providers and qualified purchasers with 336
a copy of the offer of sale, and shall not share information related to the offer of sale with any 337
other individual. 338
“(b) Neither a tenant nor tenant organization may assign purchase rights pursuant to 339
section 406 within the first 45 days after an offer of sale unless having first met with an approved 340
tenant support provider. 341
“(c) Any person that contacts a tenant organization or individual tenant related to an offer 342
or negotiation subject to this subchapter shall disclose: 343
“(1) The names, residence and business addresses of each person with direct, 344
indirect, legal, or beneficial ownership of a governance or total distributional interest of the 345
entity as provided for in § 29-102.01(a)(6) and § 29-102.01(a)(7); and 346
“(2) Any financial connection to the property. 347
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“(d) Neither the owner nor the third party purchaser or any other agent or party with a 348
financial or other interest in the accommodation shall interfere with the tenants’ exercise of their 349
rights under this subchapter. Interference includes, but is not limited to: 350
“(1) Negotiating with the tenants before approved technical assistance providers 351
have received notice of the offer of sale, presumed to be 15 days after service of the offer of sale 352
upon the District through the Division by the owner; 353
“(2) Attempting to organize the tenants in an effort to persuade the tenants to 354
waive or exercise rights in any particular manner without fully disclosing the interested party’s 355
financial or other interest in the outcome; 356
“(3) Failing to disclose that tenants have a right to no-cost training on their rights 357
under this subchapter, as well as the right to a consultation with a tenant support provider.”. 358
(i) Section 404 is amended to read as follows: 359
“Sec. 404. Third party rights. 360
“(a) The right of a third party to purchase an accommodation is conditional upon exercise 361
of tenant rights under this subchapter. The time periods for negotiation of a contract of sale and 362
for settlement under this subchapter are minimum periods, and the owner may afford the tenants 363
a reasonable extension of such period, without liability under a third party contract. 364
“(b) Third parties and their agents shall not interfere with the tenants’ right to organize or 365
otherwise exercise their rights under this subchapter. Third parties may negotiate with tenants for 366
the assignment or waiver of rights pursuant to section 406, provided that they first disclose: 367
“(1) Their identity and that they are interested in purchasing the accommodation; 368
“(2) That they are not tenant organizers as defined in section 506(a)(2), and do not 369
represent the interests of the tenants; and 370
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“(3) That the tenants have the right to have a training with certified tenant support 371
provider before engaging in negotiations. 372
“(c) Third party purchasers are presumed to act with full knowledge of tenant rights and 373
public policy under this subchapter.”. 374
(j) A new section 405a is added to read as follows: 375
“Sec. 405a. Template agreements and contracts; filing with department. 376
“(a) No agreement or contract entered into under this subchapter, including buyouts and 377
development agreements, shall be deemed valid or enforceable unless the information specified 378
in this section is filed with the Department within 30 days of signature by all parties. 379
“(1) Information submitted to the Department shall include: 380
“(A) Address and ward; 381
“(B) Unit count; 382
“(C) Sales price; 383
“(D) The number of households that received a buyout, as applicable; 384
“(E) Information related to rent-stabilization; 385
“(F) Information related to income-restricted units and subsidies; and 386
“(G) Other information as determined by the Department. 387
“(b) No later than 180 days after the applicability date of this section and pursuant to 388
Title I of the District of Columbia Administrative Procedure Act, approved October 21, 1968 (82 389
Stat. 1204; D.C. Official Code § 2-501 et seq.), the Department shall establish: 390
“(1) A standard template for buyout agreements; 391
“(2) A standard template for purchase contracts; 392
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“(3) Rules governing the minimum information required to be included in a 393
buyout agreement or purchase contract. 394
“(c) The use of templates established pursuant to subsection (b) shall not be mandatory 395
for execution of an agreement governed by this act.”. 396
(k) Section 406 (D.C. Official Code § 42-3404.06) is amended by striking the phrase 397
“Such an exercise, assignment, or sale may occur at any time in the process provided in this 398
subchapter” and inserting the phrase “Such an exercise, assignment, or sale may occur at any 399
time in the process provided in this subchapter, provided that the requirements of section 403c(b) 400
have been fulfilled.”. 401
(l) A new section 415 is added to read as follows: 402
“Sec. 415. TOPA transparency portal. 403
“(a)(1) Within one year of the applicability date of this subsection, the Mayor shall 404
establish and maintain a publicly accessible and searchable database of information pertinent to 405
this subchapter, which shall include the following information: 406
“(A) Offers of sale received by the Department for which the cooling-off 407
period as prescribed in section 403c(a) has elapsed, including the following information, as 408
applicable: 409
“(i) Address and ward; 410
“(ii) Unit count; 411
“(iii) Reason for notice; 412
“(iv) Asking price and material terms of the sale; 413
“(v) Information related to rent-stabilization; and 414
“(vi) Information related to income-restricted units and subsidies; 415
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“(B) Whether a tenant organization has been registered pursuant to section 416
402a; 417
“(C) Buyouts, final sales, and development agreements submitted to the 418
Department pursuant to section 405a; and 419
“(D) Notices of transfer received pursuant to section 403b. 420
“(2) To the maximum extent practicable, the database established pursuant to this 421
section shall be integrated with the Public Accessible Rent Control Housing Database as 422
established in Section 203a of the Rental Housing Act of 1985, effective October 22, 2015 (D.C. 423
Law 21-36; D.C. Official Code § 42-3502.03c). 424
“(b) The database established pursuant to subsection (a) shall publish information 425
received by the Department on or after the date of its establishment. The publishing of historical 426
information and data shall be subject to additional funding. 427
“(c) The publishing of any information pursuant to this section does not guarantee the 428
completeness or accuracy of such information, and shall not create liability on the part of the 429
District or by any officer or employee thereof for any damages that result from reliance on the 430
published information. 431
“(d)(1) Notwithstanding any other provision of District law, unless otherwise prescribed 432
by this section, information submitted to the Department pursuant to this subchapter shall be 433
deemed confidential and shall be exempt from disclosure pursuant to section 202 of the District 434
of Columbia Administrative Procedure Act, effective March 25, 1977 (D.C. Law 1-96; D.C. 435
Official Code § 2-532). 436
“(2) The Mayor, pursuant to Title I of the District of Columbia Administrative 437
Procedure Act, approved October 21, 1968 (82 Stat. 1204; D.C. Official Code § 2-501 et seq.), 438
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may issue rules to govern the sharing or publishing of conclusions and analysis derived from 439
information that is received pursuant to this subchapter.”. 440
(n) A new section 416 is added to read as follows: 441
“Sec. 416. Unlawful acts. 442
“It shall be unlawful for any person to: 443
“(1) Coerce a tenant or tenant organization to waive their rights under this 444
subchapter; 445
“(2) Retaliate against or harass a tenant seeking to exercise their rights under this 446
subchapter; or 447
“(3) Make fraudulent or misleading statements or engage in conduct intended to 448
prevent a tenant from exercising their rights under this subchapter.”. 449
(o) Section 436 (D.C. Official Code § 42-3404.36) is amended to read as follows: 450
“Sec. 436. Assignment of District Rights. 451
“The Mayor may assign the opportunity to purchase provided under this subchapter to a 452
qualified purchaser certified pursuant to section 402d, that agrees to obligate itself and any 453
successors in interest to maintain the affordability required by section 433.”. 454
(p) Section 503 is amended to read as follows: 455
“(a) An aggrieved owner, tenant, or tenant organization may seek enforcement of any 456
right or provision under this chapter through a civil action in law or equity, and, upon prevailing, 457
may seek an award of costs and reasonable attorney fees. In an equitable action, the public policy 458
of this chapter favors the waiver of bond requirements to the extent permissible under law or 459
court rule. 460
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“(b) Any person suffering a loss due to violations of section 416 shall be entitled to 461
recover, in addition to the amount of actual damages, double the amount of any interest collected 462
in violation of this chapter, plus any reasonable attorneys’ fees incurred in the collection of that 463
amount. 464
Sec. 3. Section 302 of the District of Columbia Deed Recordation Tax Act, approved 465
March 2, 1962 (76 Stat. 11; D.C. Official Code 42-1102), is amended by adding a new paragraph 466
(14A) to read as follows: 467
“(14A) Deeds to property transferred to a qualified purchaser, as that term is 468
defined in section 401a of the Rental Housing Conversion and Sale Act of 1980, effective 469
September 10, 1980 (D.C. Law 3-86, D.C. Official Code § 42-3404.01a), to whom tenant or 470
District purchase rights have been assigned pursuant to sections 406 and 503 of that act.”. 471
Sec. 4. Fiscal impact statement. 472
The Council adopts the fiscal impact statement in the committee report as the fiscal 473
impact statement required by section 4a of the General Legislative Procedures Act of 1975, 474
approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a). 475
Sec. 5. Applicability. 476
(a) Section 2(i), amendatory subsections (a) and (b), and section 2(j) of this act shall 477
apply upon the date of inclusion of its fiscal effect in an approved budget and financial plan. 478
(b) The Chief Financial Officer shall certify the date of the inclusion of the fiscal effect in 479
an approved budget and financial plan, and provide notice to the Budget Director of the Council 480
of the certification. 481
(c)(1) The Budget Director shall cause the notice of the certification to be published in 482
the District of Columbia Register. 483
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(2) The date of publication of the notice of the certification shall not affect the 484
applicability of this act. 485
Sec. 6. Effective date. 486
This act shall take effect after approval by the Mayor (or in the event of veto by the 487
Mayor, action by the Council to override the veto), a 30-day period of congressional review as 488
provided in section 602(c)(1) of the District of Columbia Home Rule Act, approved December 489
24, 1973 (87 Stat. 813; D.C. Official Code § 1-206.02(c)(1)), and publication in the District of 490
Columbia Register. 491