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regardless of title (the "Development Agreement") for the development and financing of the Parking Garage, as follows: 1. The Transaction Documents shall be with GEM Portsmouth Parking, L.L.C., a Virginia limited liability company, the principals of which are also principals of Ellis- Gibson Development Co. (GEM Portsmouth Parking, L.L.C. shall also to be included in the meaning of the term "Developer"). 2. They shall provide for development and financing of the Parking Garage by the Developer on said site owned or to be owned by the Developer, with the City having full right of approval over interior design, exterior design, and construction standards. 3. They shall require that construction be completed by December 31, 2001, subject to force majeure. 4. They shall provide that after construction is complete, the Parking Garage shall be financed pursuant to a financing lease reflecting such terms and conditions as are commonly used in capital leases for buildings. The City shall have exclusive use and possession of the Parking Garage (subject to certain agreements or easements to provide parking for Wachovia Bank, N.A., First Union National Bank, and GEM Crawford, L.L.C., and their successors in interest), and the sole duty of maintenance during the lease term, and with the Developer being obligated to convey the Parking Garage, including land and improvements, to the City in fee simple with clear, marketable, and insurable title upon payment of a nominal sum at conclusion of the lease. 5. The Transaction Documents shall provide for rental payments in an aggregate principal amount that does not exceed $7,000,000, with an interest component to be calculated at an interest rote that is fiscally prudent, given market conditions and the nature of this transaction. It shall contain such terms and conditions as the City Manager, in the sound exercise of his discretion, deems advisable to protect the financial interests of the City after first receiving recommendations from the City's Chief Financial Officer, and it shall be approved as to form and legality by the City Attorney. 6. The only principal financial obligation of the City to the Developer under the Transaction Documents for the entire cost of designing, developing, constructing, and financing the Parking Garage, including the cost of assembling the site for the Parking Garage (collectively, the "Project Costs") shall be lease payment obligations to the Developer; provided, however, that the City may pay such incidental predevelopment, interim financing, and transaction costs as the City Manager determines to be reasonable under the circumstances. 7. The Project Costs shall be negotiated by the City Manager in accordance with common industry standards and shall not exceed $7,000,000. 8. The lease payment obligations of the City under the Transaction Documents shall be subject to appropriation by City Council and shall not constitute a debt of the City unless and to the extent that debt may be authorized by future official action of City Council, acting pursuant to the Public Finance Act of the Code of Virginia. 9. The City Manager is authorized and directed to execute and to deliver the Transaction Documents, and the City Clerk is authorized and directed to affix and to attest the seal of the City, if required, to such documents. The City Manager is further authorized and directed to give such further assurances, to take such further actions, and