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EXHIBIT PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "AgreemenPl is made between the HAMPTON ROADS REGIONAL JAIL AUTHORITY, a political subdivision of the Commonwealth of Virginia ("Authority"), and CITY OF PORTSMOUTH, VIRGINIA, a political subdivision of the Commonwealth of Virginia ("City"). WHEREAS, Authority is a regional jail authority created pursuant to Article 3.1 of Chapter 3 of Title 53.1 of the Code of Virginia; and WHEREAS, the initial member jurisdictions of Authority were the Cities of Hampton, Newport News, Norfolk and Portsmouth, and the City of Chesapeake joined as a member jurisdiction in 2014 (Hampton, Newport News, Norfolk, Portsmouth, and Chesapeake are each a "Member Jurisdiction" and are collectively the "Member Jurisdictions'); and WHEREAS, Authority operates the Hampton Roads Regional Jail facility for the regional incarceration of inmates (the "Jail'); and WHEREAS, Authority has determined to cease operating the Jail as of no later than April 1, 2024; and WHEREAS, the Jail is located in Portsmouth; and WHEREAS, the City has offered to acquire the Jail, including all real property and fixtures, and all furniture, personal property and equipment described herein for the consideration set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained, City and Authority agree as follows: ARTICLE 1. EFFECTIVE DATE 1.1 Date ojthis Agreement. As used in this Agreement, the "Effective Date" shall mean and refer to the later of (a) the first date as of which both parties have executed this Agreement or (b) the first date as of which both the City Council of the City and the Board of the Authority have adopted Resolutions authorizing execution of this Agreement. ARTICLE 2. PURCHASE AND SALE. 2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Authority hereby agrees to sell and convey to City, and City hereby agrees to purchase from Authority, for the consideration set forth in Article 3, the following described property (collectively, the "Property"): All that certain property located at 2690 Elmhurst Lane, Portsmouth, Virginia (Tax Parcel 0555- 0550) as more particularly described on Exhibit A hereto. 2.2 The tern "Property" includes the real property referenced on Exhibit A together with all easements and rights of any nature appurtenant thereto, all buildings, improvements, furnishings, and fixtures thereon, and all equipment and personal property owned by Authority and located thereon or used in conjunction therewith as of the Effective Date except as specified in Section 2.3 below. The term