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EXHIBIT <br />A <br />INTERIM AGREEMENT <br />This Interim Agreement (this "Agreement") is entered into as of , <br />2026 (the "Effective Date") by and between the City of Portsmouth, Virginia (the "City"), and <br />RHM Developers, LLC ("Developer"), an affiliate of Ripley Heatwole Company, Inc. ("RHC"). <br />The City and the Developer are referred to individually as a "Party" and collectively as the <br />"Parties". <br />Recitals <br />A. On December 14, 2010, the City adopted Guidelines of the City of Portsmouth <br />(the "Guidelines') for the implementation of the Public -Private Education Facilities and <br />Infrastructure Act of 2002, Va. Code 56-571.1 et seq. (the "PPEA"). <br />B. On June 27, 2025 the RHC, on behalf of the Developer, submitted an unsolicited <br />proposal under the Guidelines and the PPEA (the "Initial Proposal" and, as modified and <br />supplemented by that certain correspondence from Daniel B. Heatwole to Steven Carter dated <br />April 21, 2026, the "Proposal") for the design and construction of (a) a new City Hall building, <br />(b) a new public parking garage, and (c) additional related improvements, all to be located at 220 <br />County Street (the "Site") (the "Project"). <br />C. The City issued a preliminary acceptance of the Initial Proposal for purposes of <br />publication and conceptual phase consideration on September 23, 2025. In accordance with the <br />Guidelines and the PPEA, the City then advertised for competing proposals from September 25, <br />2025 through December 2, 2025. No competing proposals were received. <br />D. The City has determined that the Proposal would be advantageous to the City for <br />design and possible construction of the Project, and the City has further determined that it would <br />be advantageous given the probable scope, complexity and urgency of the Project, and the merits <br />of risk -sharing and the potential for added value, to proceed with the proposed design of the <br />Project by the Developer under the PPEA, to the extent provided in this Agreement. <br />E. The Parties have negotiated this Agreement consistent with the PPEA, other <br />applicable law, the Guidelines, the Proposal, and discussions between representatives of the City <br />and the Developer. <br />F. The parties acknowledge and agree that this Agreement will function as the <br />Interim Agreement for the purposes of this Project. Any work on, or obligation in furtherance of, <br />the Project beyond the Interim Agreement shall be subject to the Parties' agreement upon the <br />terms, and mutual execution, of a Comprehensive Agreement. The City Council of the City must <br />approve any proposed Comprehensive Agreement prior to execution and the undertaking of any <br />liability by the City thereunder. <br />