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EXHIBIT A <br />(Cooperation Agreement) <br />COOPERATION AGREEMENT <br />for <br />Financing of Victory Village Property Acquisition <br />THIS COOPERATION AGREEMENT (the "Agreement ") is entered into as of this 11th day <br />of December, 2018 by and between CITY OF PORTSMOUTH, VIRGINIA, a political <br />subdivision of the Commonwealth of Virginia ( "City ") and ECONOMIC DEVELOPMENT <br />AUTHORITY OF THE CITY OF PORTSMOUTH, VIRGINIA, a political subdivision of <br />the Commonwealth of Virginia ( "EDA "). <br />RECITALS <br />WHEREAS, EDA conveyed certain property to Victory Crossing Developers II, LLC <br />(the "Developer ") for development of a project known at various times as Victory Village or The <br />Commons at Portsmouth Center (the "Project "); and <br />WHEREAS, while the Developer did construct certain infrastructure improvements, the <br />Project as a whole was not developed and, in 2016, EDA filed suit against the Developer for the <br />purpose of exercising a right of reverter set forth in the development agreement for the Project; <br />and <br />WHEREAS, the Developer filed a counterclaim against EDA and also filed a lawsuit <br />against the City; and <br />WHEREAS, the City, EDA and the Developer have reached an agreement in principle to <br />exercise the reverter right and resolve all litigation (the "Settlement Agreement "); and <br />WHEREAS, the Settlement Agreement requires the Developer to reconvey all of the <br />property it currently owns to EDA, a total of approximately 19.19 acres (the "Reverter <br />Property "); and <br />WHEREAS, the Settlement Agreement requires EDA to pay a reverter price of <br />$5,123,929.42 for the Reverter Property; and <br />WHEREAS, in order to provide initial funding for EDA's compliance with the <br />Settlement Agreement and acquisition of the Reverter Property (including closing costs), the <br />City intends to provide a short-term loan to EDA in an amount not to exceed $5,150,000 (the <br />"Loan "); and <br />WHEREAS, with the assistance of the City, the EDA intends to issue bonds or otherwise <br />obtain financing to repay the Loan in full on or before March 31, 2019; and <br />