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<br />Improvements hereunder. The Work may constitute the whole or a part of the
<br />Improvements, also known as the Development Work.
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<br />ARTICLE II: PROPERTY TO BE SOLD; A V AILABILITY CHARGE
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<br />2.1 Property. Seller agrees to sell, and the City agrees to purchase, at the price and
<br />upon the terms and conditions set forth herein, all of Seller's right, title and interest in and to all
<br />those certain lots, pieces and parcels of land located in the City of Portsmouth, Virginia, as more
<br />particularly described in Exhibit C attached hereto and made a part hereof, together with all of
<br />Seller's right, title and interest, if any, in and to (i) all buildings and other improvements situated
<br />on the land, (ii) all easements, rights of way, reservations, privileges, appurtenances, and other
<br />estates pertaining to the land and the building, to the extent assignable, (iii) all fixtures of the
<br />land or building, (iv) the generator located thereon, (v) all oil, gas and mineral rights in and to the
<br />land, and (vi) all strips and gores and all alleys adjoining the land to the center line thereof, and
<br />(vii) all of the leases to space in the Property existing at Closing (the land, the building, and all of
<br />the foregoing items listed above are referred to collectively as the "Property").
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<br />2.2 Availability Charge. In exchange for Seller keeping a substantial portion of the
<br />Building vacant and to ensure its prompt availability to the City for development as a courthouse
<br />once Court approval is obtained, the City shall continue paying the Availability Charge, as
<br />defined above, until the date of the Initial Payment, as per Section 3.4.1.
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<br />ARTICLE III:
<br />PROPERTY PURCHASE PRICE; DEVELOPMENT FEE;
<br />MANAGEMENT FEE; TOTAL COURTHOUSE COST
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<br />3.1 Property Purchase Price. The purchase price for the Property shall be
<br />$12,850,000 (the "Property Purchase Price").
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<br />3.2 Development Fee. The City shall pay Seller an additional amount not to exceed
<br />$60,226,683 for the Development Work (the "Development Fee").
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<br />3.3 Management Fee. The City shall pay Seller an amount not to exceed $4,721,609
<br />for management and administration costs and fees, representing, without limitation, such items as
<br />financing costs, tenant relocation expenses, lost rent, professional fees, and overhead and profit
<br />(the "Management Fee").
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<br />3.4 Total Courthouse Cost. Other than the Availability Charge, the total amount the
<br />City shall pay Seller pursuant to this Agreement shall not exceed $77,798,792 (the sum of the
<br />Property Purchase Price, the Development Fee, and the Management Fee, together the "Total
<br />Courthouse Cost"). Said amount shall be an absolute debt of the City to Seller subject to the
<br />terms and conditions of this Agreement, and it shall not be subject to appropriation. The Total
<br />Courthouse Cost shall be payable by the City as follows:
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<br />Draft #4.1
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