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<br />exempt from federal income taxation as stated in the Internal Revenue Service letter dated
<br />November 19, 2013, attached hereto as Exhibit C.
<br />
<br />2. Transfer of Properties. The City desires to convey the Properties to Advantix for
<br />and in consideration of One Dollar ($1.00), and Advantix desires to accept the Properties, and any
<br />and all improvements located on the Properties, subject to the terms and conditions of this
<br />Agreement.
<br />
<br />3. Use of Properties. Advantix agrees to use the Properties only for purposes
<br />consistent with and permissible under its Articles and Section 501(c)(3) of the Internal Revenue
<br />Code and for no other purpose. Specifically, Advantix desires to acquire ownership of the
<br />Properties to apply for low-income housing tax credits.
<br />
<br />4. Investigation; Advantix Contingency. The City acknowledges that Advantix
<br />contemplates acquiring the Properties for Advantix’s intended use of the Properties as income-
<br />based single family and multi-family housing with a minimum of thirty-eight (38) housing units
<br />(the “Intended Use”).
<br />(a) From and after the Acceptance Date, and upon Advantix providing City with
<br />evidence that Advantix has commercial general liability insurance reasonably
<br />acceptable to City in the amount of at least One Million Dollars ($1,000,000.00)
<br />per occurrence, Advantix and its agents shall have the right, but no obligation, at
<br />its sole cost: (i) to enter upon the Properties to conduct the tests, inspections,
<br />studies, assessments and investigations contemplated under this Agreement at any
<br />time and from time to time (collectively, “Tests”); and (ii) to make such Tests of
<br />the Properties and information with respect to the Properties, the Intended Use
<br />and/or this Agreement, all as Advantix may deem desirable, including, without
<br />limitation: [a] any environmental assessment, evaluation or study (including a
<br />“Phase I” environmental site assessment); and [b] topographic, engineering, traffic,
<br />parking and other feasibility studies. Notwithstanding the foregoing, Advantix will
<br />not conduct any invasive Tests, including, without limitation, Phase II
<br />environmental assessments or soil borings, without City’s prior written consent,
<br />which consent shall not be unreasonably withheld or delayed. Advantix shall
<br />conduct all Tests at a time and in a manner as to reasonably minimize interference
<br />with City’s operation on or about the Properties and any neighboring properties.
<br />Advantix shall indemnify, defend and hold City, its officials, members, employees,
<br />agents, contractors, lessees, licensees, invitees, successors and assigns harmless
<br />from any and all liabilities, claims, damages and expenses (including attorneys’
<br />fees, court costs, and costs of investigation) arising out of or in connection with the
<br />Tests or the entry on to the Properties by Advantix or its agents. From and after the
<br />Acceptance Date, City agrees that City shall, at the request of Advantix and without
<br />cost to City, cooperate with Advantix in connection with any and all private and
<br />governmental approvals, rezoning, land subdivisions and other matters necessary
<br />for Advantix’s Intended Use.
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