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COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (the "Cooperation Agreement") is entered into as of the ___ day of _________,2000, by and between THE CITY OF PORTSMOUTH, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "City") and the INDUSTRIAL DEVELOPMENT AUTHORITY OF TIlE CITY OF PORTSMOUTH, a political subdivision of the Commonwealth of Virginia (the "IDA"). RECITALS WHEREAS, the IDA intends to construct an open air performing arts center and related facilities on the downtown Portsmouth waterfront (the "Project"); and WHEREAS, the Project, if constructed, would generate cultural and entertainment opportunities for citizens of the City and the Hampton Roads region, would contribme significantly to the continued renaissance of the City, would generate significant revenues for the City, would contribute to the quality of life in the City and the region, and would enhance the image of the City. The Project is the best and highest use reasonably possible for the subject property, and it is consistent with long-term redevelopment efforts for the downtown area that have been pursued by the City, the IDA, and the Portsmouth Redevelopment and Housing Authority. The Project is thus conclusively found and determined by the City and the IDA to be in the public interest. And WHEREAS, construction of the Project will be funded by the IDA through such public finance as meets all applicable requirements of law; and WHEREAS, the site for the Project is a combination of various parcels of real estate owned or controlled by the City, and the City intends to transfer the Project site to the IDA for the purpose of effecting the Project; and WHEREAS, the IDA does not have the experience and qualifications to successfully operate a performing arts center such as the Project, and Rising Tide Productions, Inc., a Virginia corporation, has a demonstrated record of success in public-private entertainment ventures in the Hampton Roads region and a national and international reputation for success and integrity in the entertainment field; and the IDA and the City have thus determined Rising Tide to be uniquely qualified to participate in the development and operation of the Project; and WHEREAS, the role of Rising Tide will be initially to provide consulting services for the proper design of the Project, and then after completion of construction to operate the Project in the public interest under certain requirements imposed by the IDA under a long-term lease or operating agreement by which Rising Tide will pay rent to the IDA; and DRAFT December 3 I, 1999 1