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<br />expansion, in accordance with the Courthouse Guidelines, by Seller for use by the City as
<br />a Courthouse, as shown in a conceptual plan entitled "Overall Appearance and Design of
<br />the Portsmouth Courts Complex," in Exhibit B attached hereto and made a part hereof.
<br />
<br />1.18 Land. The land on which the Building is located, with a size of approximately 12
<br />acres, more or less, as per Article II.
<br />
<br />1.19 Management Fee. The fee to be paid by the City to the Seller for management and
<br />administration costs and fees, representing, without limitation, such items as financing
<br />costs, tenant relocation expenses, lost rent, professional fees, and overhead and profit.
<br />
<br />1.20 Personal Property. A generator located on the Property, as per Article II.
<br />
<br />1.21 Prior Agreement. A Sale and Development Agreement dated January 8, 2008
<br />(later amended on March 6, 2009) for the purpose of having Seller modify and adapt an
<br />existing building on certain property owned by the Seller and Seller's Affiliate located at
<br />so that it could be used as a Circuit Court building for the Judges and Clerk of
<br />Portsmouth Circuit Court
<br />
<br />1.22 Property. The Land, the Building together, and other associated rights and
<br />personal property, with an address of 415 PortCentre Parkway, Portsmouth, Virginia, as
<br />per Article II.
<br />
<br />1.23 Property Purchase Price. The $12,850,000 purchase price of the Property, as per
<br />Article III.
<br />
<br />1.24 Schematic Design Documents. The first of three sets of documents to be prepared
<br />by Seller, acting through Seller's Architect, to be completed within thirty-seven days of
<br />the Effective Date.
<br />
<br />1.25 Seller. Depending on context, the term "Seller" shall be. deemed to include the
<br />Seller, the Seller's Affiliate, or both.
<br />
<br />1.26 Seller's Architect. The firm of HBA Architecture and Interior Design, as per
<br />Section 4.3.
<br />
<br />1.27 Total Courthouse Cost. The sum of the Property Purchase Price of $12,850,000,
<br />the Development Fee not to exceed $60,226,683, and the Management Fee not to exceed
<br />$4,721,609, which total shall not exceed $77,798,292, as per Article III.
<br />
<br />1.28 Work. The construction and services required by this Agreement, whether
<br />completed or partially completed, including all labor, materials, equipment and services
<br />provided or to be provided by Seller, to fulfill Seller's obligations to construct the
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<br />Draft #4.1
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