ࡱ> .0+,-{` 2bjbjFF :.,, (lKlKlKlKlKlKlKKggg8ghdK4|TiTi"vivivijd $hplKjjlKlKvivi4~~~lKvilKvi=v~~~lKlKviHi 0go 404]4nhlKx~d<Z ^4KKK$gKKK$gKKKlKlKlKlKlKlK DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this Agreement) is made as of the 2nd day of December, 2005, by and between THE CITY OF HAMPTON, a municipal corporation of the Commonwealth of Virginia (the "City"), and BOONE BUILDERS, INC., a Virginia corporation ("Boone"). RECITALS A. In 2005 the council of the City of Hampton adopted the Buckroe Master Plan, (the Plan), which inter alia calls for the reconstruction of the Buckroe Fishing Pier and the development of a family-style restaurant in Buckroe. B. The City, Boone and Abbott Associates, L.L.C. (Abbott) have entered into a Memorandum of Understanding (MOU) dated December 2, 2005 wherein the City has agreed to purchase certain real property from Abbott (the Subdivided Property) as shown on Exhibit A attached hereto for the purposes of (i) constructing and maintaining a public road, and (ii) allowing Boone to construct and maintain a new fishing pier, restaurant with on-site parking and other amenities (the Buckroe Fishing Pier Complex or Project), all in furtherance of the Plan. C. It is the intention of the parties hereto (i) that Boone as the Citys designated contractor and shall invest approximately $2.5 Million Dollars to construct the Buckroe Fishing Pier Complex subject to the Citys ground lease of a portion of the Subdivided Property (the Ground Lease Property) as shown on Exhibit B attached hereto to Boone; and (ii) that Boone shall assume significant financial risk in undertaking the development of the Buckroe Fishing Pier Complex and that all risks of cost overruns, labor difficulties, and the like, that are integral to making the Project a success after fulfillment of the Citys obligations hereunder, are the sole responsibility of Boone. DEFINITIONS For the purposes of this Agreement, and in addition to terms defined elsewhere in this Agreement, the following defined terms shall have the meanings described thereto in this Definitions Section. Act shall have the meaning given in Section 3.4. City shall mean the City of Hampton, Virginia, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia. Clerk's Office shall mean the Clerk's Office of the Circuit Court of the City. Effective Date shall mean the date on which this Agreement has been executed by both parties hereto. Event of Termination shall mean those events listed in Article V. Family-Style Restaurant or "Restaurant" shall mean a restaurant catering to a family atmosphere wherein children under the age of 18 are not excluded from the restaurant during any portion of the operating hours of the restaurant. Ground Lease means that Ground Lease Agreement between the City and Boone in the form attached hereto as Exhibit C. Hazardous Substances shall have the meaning set forth in Section 3.4. Infrastructure Improvements shall have the meaning set forth in Section 1.2. Plans shall have the meaning set forth in Section 3.3.1. Project shall have the meaning set forth in Article I. Site Plan means the formal engineered site plan for the Project. Zoning Requirements means the building and zoning laws, rules, regulations and requirements of the City applicable to the Project including, without limitation, the 2005 Buckroe Master Plan. AGREEMENT In consideration of the mutual promises and undertakings of the parties, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boone and the City agree as follows: ARTICLE I THE PROJECTtc "" The Projecttc "". Subject to the other provisions of this Agreement, the Project shall consist of two separate and distinct elements: Fishing Pier. An open fishing pier no smaller 550 x 16 and no larger than 657 by 18 to be constructed in accordance with an emergency permit issued by the Virginia Marine Resources Commission (VMRC) pursuant to Executive Order 88 of the Governor of the Commonwealth of Virginia, and a use permit issued by the City. Restaurant and On-Site Parking. In addition to the Fishing Pier, the Project shall include a "Family-Style Restaurant" or "Restaurant" adjacent to the Fishing Pier approximately 50 x 100 with rooftop deck for outdoor dining, pervious surface parking On-Site Parking, an enclosed dumpster area and one small kiosk for the sale of bait and tackle. The Restaurant shall be generally compatible in architecture and appearance with the Buckroe Master Plan and the Restaurant and On-Site Parking shall conform to the regulations and design criteria of the Chesapeake Bay Preservation Act and City zoning requirements and all applicable building codes, ordinances and federal, state and local laws, and regulations. Other Improvementstc "". In addition to the Fishing Pier, the Restaurant and the On-Site Parking, the "Project" shall include construction of on-site utilities infrastructure associated with the Project, which may include water, sewer, storm drainage, street lights, irrigation systems, electricity and other utility services "Infrastructure Improvements". The Project shall not include off-site utilities. PRELIMINARY CITY RESPONSIBILITIEStc "" City Responsibilitiestc "". Upon execution and delivery of this Agreement by both parties, the City shall undertake the following responsibilities in connection with the Project: Application to the VMRC. The City shall apply to the VMRC for the emergency permit to allow Boone to commence reconstruction of the Fishing Pier in accordance with Executive Order 88 of the Governor of the Commonwealth of Virginia. Delivery of Title Documents. The City shall provide to Boone all studies, reports, information and other materials it has in its actual possession relating to the Ground Lease Property, including back title reports and any information relating to environmental conditions on the Ground Lease Property. Boone acknowledges that the City shall not be held responsible for the content of any study, report, information, or other materials provided to Boone hereunder. Lease of Ground Lease Property. The City shall lease the Ground Lease Property to Boone by executing and delivering a long-term ground lease in substantially the form attached hereto as Exhibit C. As lessee under such lease, Boone shall be obligated to construct the Project. City Representative. The City hereby appoints the Director of the Department of Planning (City Representative) to receive any and all submissions and to grant any and all approvals with respect to the Project. The City reserves the right to modify or terminate such appointment and to appoint another City Representative. Such modification or termination and appointment shall not become effective until the City provides Boone with a notice of such action, which notice contains a reasonably detailed description of such action. Extension of Fishing Pier Completion Date. In the event Boone is unable to complete the Fishing Pier within the prescribed time period set forth in Executive Order 88 due to force majeure, the City agrees to use its best efforts to obtain an extension of the deadline from the Office of the Governor and the Virginia Marine Resources Commission if the Fishing Pier is substantially complete. Waiver of Permit and Fees. The City agrees to waive all permit and utility connection fees associated with the construction of the Fishing Pier. This waiver does not apply to the Restaurant or On-Site Parking and the Project shall be subject to all applicable inspections and all applicable state, federal and local laws, ordinances and regulations. PROJECT DEVELOPMENT/ Boone's Responsibilities Commencement of Construction of Fishing Pier: Promptly upon the Effective Date, Boone shall commence construction of the Fishing Pier in accordance with the emergency permit issued by the VMRC and the use permit issued by the City. Boone shall comply with the provisions of Executive Order 88 of the Governor of the Commonwealth of Virginia. Construction of the Fishing Pier, Restaurant and On-Site Parkingtc "Section 4.5 Construction of the Hotel" \f C \l 2. Boone shall cause the design and construction of the Restaurant and the On-Site Parking to occur simultaneously with the Fishing Pier. Pre-Development/Design Development Phasestc " Section 4.5.1 Pre-Development/Design Development Phases" \f C \l 1. Upon or prior to Settlement as defined in the MOU, as applicable, and prior to issuance of any land-disturbing or building permits, with respect to the Ground Lease Property, Boone shall provide the City the documents listed below as well as any other documents reasonably required, and where necessary make the requisite filings of such documents with appropriate officials. Boone agrees to provide with respect to the Fishing Pier, the Restaurant and the On- Site Parking the followingtc "": 3.3.1 To the Director of Planning and the City, for review and approval (i) sample building materials; (ii) detailed building elevations (all elevations); (iii) detailed floor plans; (iv) a site plan; and (v) a landscape plan. The foregoing items, once approved by the City and the Director of Planning of the City shall be referred to as the Plans; 3.3.2 To the City Attorney, certification by Boone of a construction loan commitment or other financing for the Project sufficient to cover the costs that Boone will incur in completing the Project, and in no event, less than the minimum amount of Boones investment of approximately $2,500,000.00; 3.3.3 A certificate of insurance evidencing that Boone has procured all insurance required hereunder; 3.3.4 A certificate from the Virginia Board of Contractors or other evidence satisfactory to the City that Boone to construct is a registered contractor in good standing with the Virginia Board of Contractors; 3.3.5 A certification by Boone that it has examined the Ground Lease Property and made all investigations it deems reasonably necessary for the performance of its duties hereunder; 3.3.6 A predevelopment and development project schedule, acceptable to the City, that includes an estimated completion date, and periodically update the same, for each element of the Project. 3.3.7 Such other documentation including plans and specifications, schematic drawings and renderings of the Fishing Pier, Restaurant and On-Site Parking as may reasonably be requested by the City to insure the orderly development of the Project. 3.4 Hazardous Substances. Boone shall accept the Ground Lease Property "as is, where is", and the City shall have no liability for the existence of hazardous substances (as such term is defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may be amended from time to time (the "Act"), or underground obstructions or unsuitable soils on the Ground Lease Property in or on the removal or cleanup thereof. 3.5 Zoning & Building Approvals. The Project shall comply with, and Boone shall obtain such permits, authorizations and approvals from the City as may be required by, all applicable Zoning Requirements. Additionally, Boone shall obtain all necessary permits, authorizations and approvals from the City to construct the Project. Nothing contained in this Agreement shall be deemed a waiver of any of the Citys normal permit and approval process, and Boone recognizes and agrees that all licenses, permits, consents, inspections and approvals which must be obtained for the development of real estate in the Buckroe area of the City will likewise be required in conjunction with the Project and are not waived by virtue of this Agreement, notwithstanding any provision of this Agreement to the contrary. 3.6 Construction Phase. Boone will cause construction of the Fishing Pier to commence on or before December 31, 2005 and shall complete the concrete phase of the Restaurant no later than May 1, 2006 and the framing and utilities phase no later than July 1, 2006 and will expeditiously pursue completion of construction of the Project with a completion date not later than 240 days from the date the Ground Lease is fully executed, subject to force majeure. During construction Boone agrees to the following conditions and instructions: To construct or cause to be constructed the Project in conformance with the final plans and specifications approved by the City and in accordance with all applicable building codes and regulations; To be fully responsible for causing the Project to be constructed and under no circumstances require the City to pay for any labor or material ordered or purchased by Boone in and about the construction of the Project; To cause all electric and telephone utility lines and equipment for the Project to be placed under ground within public rights-of-way or utility easements located within the Project lines; and To apply for the balance of the building permit, utility permits, utility easements and certificates of occupancy as well as all licenses and permits required for the operation of the Fishing Pier and the Restaurant. 3.7 Construction Issuestc "". Boone agrees that the Project shall be constructed in full compliance with all applicable federal, state and local laws, rules and regulations and that all construction shall be of good quality and shall be made in a workmanlike manner consistent with industry standards. Boone agrees to supervise and direct the construction of the Project using its best skill and attention, and agrees that it shall be solely responsible for all construction methods, techniques and procedures. 3.7.1 During construction of the Project, Boone shall keep the Ground Lease Property clean and in good order, free of trash and construction debris. If Boone fails to do so, the City may issue a written warning to Boone identifying the section of the Ground Lease Property that Boone has failed to maintain as set forth herein. If Boone does not correct the condition within fourteen (14) days of its receipt of such written notice, the City may clean the Ground Lease Property and charge Boone for all its costs and expenses incurred therein. 3.8 Mechanics' Lienstc "". Nothing contained herein shall be construed to authorize Boone to subject the Ground Lease Property to any liens of mechanics, artisans, laborers, materialmen, contractors or subcontractors, or to any other liens or charges whatsoever arising out of any construction and development work or arising in any other manner in connection with the Project; and Boone is hereby expressly prohibited from subjecting the Ground Lease Property to any such liens or charges. 3.8.1 Boone agrees to promptly discharge at its own cost and expense (either by payment or by filing of the necessary bond, or otherwise) any mechanics', materialmen's or other lien against the Ground Lease Property or the Fishing Pier, Family-Style Restaurant or On-Site Parking (whether or not such lien is valid or enforceable as such) that may arise out of any payment due for, or purported to be due for, any construction and development work or any other labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the Project. 3.9 Inspectionstc "". During construction of the Project, members of the Citys Office of Building Inspection and representatives of the City may make periodic inspections at reasonable times after notice to Boone (unless inspections are requested by Boone or any subcontractors on the Project, in which case no notice shall be required) to ensure ongoing compliance with approved plans and specifications, and compliance with Boones obligations under this Agreement. ARTICLE IV POST CONSTRUCTION OBLIGATIONS 4.1 Boone's Obligations. Upon completion of construction of the Project substantially in accordance with this Agreement, Boone shall provide the City with the following: (a) A copy of the final certificate(s) of occupancy for the Restaurant and the Fishing Pier from the appropriate officials of the City; (b) A certification from Boone that the Project has been substantially Completed in accordance with the final plans and specifications; and (c) An as built survey of all improvements prepared by a registered surveyor or engineer. ARTICLE V EVENTS OF TERMINATION tc "" 5.1 Events of Termination by Boonetc "". Each of the following shall constitute an Event of Termination by Boone: 5.1.1 Breach of any material covenant, obligation or requirement of Boone arising under this Agreement not specifically named as an Event of Termination in this Section 5.1, and the continuation of such breach for 30 days after receipt of written notice from the City specifying the nature and extent of such breach, or if such breach cannot reasonably be cured within such 30 day period, the failure of Boone to commence to cure such breach within such 30 day period and to diligently pursue same to completion. 5.1.2 The filing by Boone of a voluntary proceeding or the consent by Boone to an involuntary proceeding under present or future bankruptcy, insolvency, or other laws respecting debtors rights. 5.1.3 The entering of an order for relief against Boone or the appointment of a receiver, trustee, or custodian for all or a substantial part of the property or assets of Boone in any involuntary proceeding, and the continuation of such order, judgment or degree unstayed for any period of 90 consecutive days. 5.1.4 A termination of the Ground Lease resulting from a default by Boone under the Ground Lease. 5.1.5 The failure of Boone to remove or cause to be removed, by bonding or otherwise, any and all liens for work done for Boone or materials furnished to Boone with respect to the Project within 30 days after written notice by the City to Boone of the filing thereof. 5.1.6 Subject to the force majeure provisions of Section 10.9, the failure of Boone to complete, or cause others to complete, construction of the Project within 240 days from the date of the full execution of the Ground Lease, which failure is not cured within 90 days after the date the City notifies Boone in writing of such failure. 5.2 Events of Termination by the Citytc "". Each of the following shall constitute an Event of Termination by the City: 5.2.1 The failure of the City to perform or to observe any covenant, obligation or requirement of this Agreement not specifically named as an Event of Termination in this Section 5.2, and the continuation of such failure for 60 days after receipt of written notice from Boone specifying the nature and extent of any such default, or if such default cannot reasonably be cured within such 60 day period, the failure of either (i) to commence to cure such default within such 60 day period and to diligently continue to pursue such efforts to cure to completion, or (ii) to cure such event of termination within a reasonable time after the expiration of the first 60 day period, and to diligently pursue the same to completion. 5.2.2 A termination of the Ground Lease resulting from a material default by the City thereunder. 5.3 City Remediestc "". 5.3.1 Should an Event of Termination by Boone occur hereunder, the City may, by written notice to Boone, terminate this Agreement and the Ground Lease. 5.3.2 In addition to the remedies provided in Section 5.3.1, the City may exercise any remedies available to it at law or in equity, except that Boone shall not be liable to the City for damages that are consequential in nature, but shall be liable only for recovery of out-of-pocket costs actually incurred after execution of this Agreement. All remedies provided to the City under this Agreement shall be cumulative and not restrictive of other remedies, including, without limitation, specific performance. 5.4 Boone's Remedies. tc ""Should an Event of Termination by the City occur hereunder, Boone may, by written notice to the City, terminate this Agreement, upon which termination Boone may exercise any remedies available to it at law or in equity, except that the City shall not be liable to Boone for damages that are consequential in nature, but shall be liable only for recovery of out-of-pocket costs, including actual construction costs, actually incurred after execution of this Agreement. All remedies provided to Boone hereunder shall be cumulative and not restrictive of other remedies, including, without limitation, specific performance. ARTICLE VI INSURANCE; INDEMNIFICATION; Environmental considerations tc "" 6.1 General Liability Insurancetc "". Boone shall carry and maintain such liability and other insurance insuring the City and Boone against any and all liability for (i) claims under workers compensation, disability benefits and other similar employees benefit acts;(ii) claims for injury to or death of a person or persons and for damage to property in any way occasioned by or arising out of the activities of Boone and its agents, contractors or employees, in connection with the design and construction of the Project and the Infrastructure Improvements; and (iii) claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. 6.1.1 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including (i) Premises-Operations; (ii) Products and Completed Operations; (iii) Contractual- including specified provision for Boones obligations; (iv) owned, non-owned, and hired motor vehicles; (v) broad coverage for property damage; (vi) fire and extended coverage. Boone may procure and maintain a blanket All Risk policy to satisfy the requirements of this Section 6.1, which may cover other property or locations of Boone and its affiliates and/or the affiliates of a member of Boone, so long as the coverage required in this Section 6.1 is separate and specific to the Project. 6.2 Policy Requirementstc "". The following general requirements shall apply to all insurance coverage carried by Boone pursuant to Section 6.1: 6.2.1 Waiver of Subrogation. To the extent available, each policy shall contain a clause whereby the insurer waives all rights of subrogation against the City. 6.2.2 Additional Insured. The City shall be named as additional insured in all policies hereunder. 6.2.3 Financially Sound Company. Such policies shall be procured from financially sound and reputable insurers licensed to do business in the Commonwealth of Virginia and have an A.M. Best rating of not less than A-8 or, if not rated with A.M. Best, the equivalent of A.M. Bests surplus size of A-8 (or otherwise approved by the City). 6.2.4 Certificates of Insurance. Boone shall deliver to the City policies or certificates of insurance evidencing such coverage before the commencement of construction. 6.2.5 Replacement Certificates of Insurance. Within thirty (30) days before expiration of coverage, or as soon as practicable, renewal policies or certificates of insurance evidencing renewal and payment of premium shall be delivered by Boone to the City. 6.2.6 Non-Cancelable Without Notice. The coverages shall be non-cancelable unless the carrier gives to the City thirty (30) days prior written notice of cancellation. 6.3 Workers' Compensation Insurancetc "". 6.3.1 Boone shall maintain such workers' compensation insurance as may be required pursuant to the laws of the Commonwealth of Virginia, and shall indemnify and hold harmless the City and all entities claiming by, through or under the City from and against all claims, suits, actions and proceedings whatsoever which may be brought by Boone's employees and statutory employees, as determined under the workers' compensation laws of the Commonwealth of Virginia. 6.3.2 Boone shall ensure that each subcontractor performing work on the Project shall obtain and maintain, for the duration of such work, such workers' compensation insurance as may be required pursuant to the laws of the Commonwealth of Virginia. 6.4 Comprehensive General Liability (Including Premises-Operation; Products and Completed Operations; Broad Form Property damage): a. Bodily Injury: $1,000,000 each occurrence, $2.000,000 General Aggregate b. Property Damage: $1,000,000 each occurrence, $2,000,000 General Aggregate c. Products and Completed Operations: $1,000,000 each occurrence, $2,000,000 General Aggregate d. Property damage Liability Insurance shall include coverage for the following hazards: X (Explosion), C (Collapse), U (Underground); e. Contractual Liability (Indemnity Coverage); f. Personal Injury, with Employment Exclusion deleted 6.5 Comprehensive Automobile Liability (owned, non-owned, hired); a. Bodily Injury: $1,00,000 Each Person, $1,000,000 Each Accident; b. Property Damage: $1,000,000 Each Occurrence; 6.6 (Intentionally omitted) 6.7 Builders Risk Coverage: Boone shall provide builder's risk coverage on the full insurable value of the Project 6.8 Fire and Extended Coverage: With a commercially reasonable deductible in an amount not less than 100% of the cost of the Project exclusive of foundations or footings. 6.9 Indemnificationtc "". Boone shall indemnify, defend and hold harmless the City and all entities claiming by, through or under the City from and against all claims, suits, actions and proceedings whatsoever which may be brought or instituted on account of, growing out of, occurring from, incident to or resulting from, directly or indirectly, any and all injuries or damages (including, without limitation, death) to persons or property arising out of the construction, use and occupation of the Ground Lease Property during construction thereof, and thereafter arising out of the use and occupation of the Project and the negligent or willful acts and omissions of Boone and those for whom it is legally liable, from activities within the public right-of-way, and all losses, costs, damages and expenses (including, without limitation, reasonable attorneys' fees and other costs of defending against such claims, suits, actions and proceedings), unless such injuries or damages (including, without limitation, death) result from, or are claimed to have resulted from the sole negligence of the City. Boone shall assume on behalf of the City and all entities claiming by, through or under the City, and conduct with due diligence and in good faith, the defense of all such claims, suits, actions and proceedings against the City or any entity claiming by, through or under the City, whether or not Boone is joined therein, even if such claims, suits, actions or proceedings be groundless, false or fraudulent, and Boone shall bear the costs of all judgments and settlements in connection therewith; provided, however, without relieving Boone of Boones obligations under this Agreement, the City or any entity claiming by, through or under the City may defend or participate in the defense of any or all of such claims, suits, actions or proceedings. Maintenance of the insurance referred to in this Agreement shall not affect the obligations of Boone under this Agreement, and the limits of such insurance shall not constitute a limit on the liability of Boone under this Section 6.9. 6.10 Environmental Considerations. Any costs or expenses associated with environmentally related violations of the law, the creation or maintenance of a nuisance, or releases of hazardous substances, including, but not limited to, the cost of any clean up activities, removals, remediations, responses, damages, fines, administrative or civil penalties or charges imposed on the City, whether because of actions or suits by any governmental or regulatory agency or by any private party, as a result of the storage, accumulation, or release of any hazardous substances, or any noncompliance with or the failure to meet any federal, sate or local standards, requirements, laws, statutes, regulations, or the law of nuisance by Boone (or by its agents, officers, employees, subcontractors, consultants, sub-consultants, or any other persons, corporations or legal entities employees, utilized or retained by Boone) in the performance of this Agreement or related activities, shall be paid by Boone. This paragraph shall survive the termination or expiration of this Agreement. ARTICLE VII EQUAL OPPORTUNITY EMPLOYERtc "" 7.1 Equal Opportunity Employertc "". During the term of this Agreement: 7.1.1 Boone shall not discriminate against employee for employment because of race, religion, color, natural origin, age, disability or any other basis prohibited by State law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Boone. Similarly, Boone will continue to administer all other personnel matters (such as compensation, benefits, transfers, lay-offs and training) in accordance with the requirements of federal and state law. In addition, Boone will use its best efforts to recruit well-qualified minorities for its work force, and Boone's representatives will meet with representatives of the City from time to time to identify appropriate techniques for such recruitment. Boone shall also require that each of its subcontractors be also Equal Opportunity Employers and that they extend the same policies as set forth in this Article VII to their respective personnel. 7.1.2 Boone will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of Section 7.1 hereof. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section 7.1. 7.1.3 Boone will provide a "drug-free workplace" for its employees, with "drug-free workplace" meaning a site for the performance of work where the employees are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana. 7.1.4 Boone will post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's or subcontractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition. 7.1.5 Boone will state in all solicitations or advertisements for employees placed by or on behalf of Boone that Boone maintains a drug-free workplace. 7.1.6 Boone agrees to insert the foregoing requirements in all contracts, subcontracts and purchase orders of over $10,000. ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF BOONEtc "" In order to induce the City to enter into this Agreement, Boone represents and warrants to the City as follows: 8.1 Boone is a duly organized and validly existing corporation under the laws of the Commonwealth of Virginia and has the power and City to own its properties and other assets and to transact the business in which it is now engaged or proposed to engage. Boone is duly qualified or licensed as a foreign entity in each jurisdiction in which the nature of the business it is engaged, or the character of the properties owned by it, makes such qualification or licensing necessary, including Virginia. 8.2 Boone has the power and City to execute, deliver and carry out the terms and provisions of this Agreement and all other instruments to be executed and delivered by Boone in connection with its obligations hereunder. The execution, delivery and performance by Boone of this Agreement have been duly authorized by all requisite action by Boone, and this Agreement is a valid and binding obligation of Boone enforceable in accordance with its respective terms, except as may be affected by applicable bankruptcy or insolvency laws affecting creditors' rights generally. 8.3 Boone is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any evidence of indebtedness of Boone or contained in any instrument under or pursuant to which any such evidence of indebtedness has been issued or made and delivered. Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, will conflict with or result in a breach of any of the terms, conditions or provisions of the Articles of Incorporation of Boone or of any agreement or instrument to which Boone is now a party or otherwise bound or to which any of its properties or other assets is subject, or of any order or decree of any court or governmental instrumentality, or of any arbitration award, franchise or permit, or constitute a default thereunder, or, except as contemplated hereby, result in the creation or imposition of any lien or other encumbrance upon any of the properties or other assets of Boone. 8.4 There are no actions, suits, investigations or proceedings (whether or not purportedly on behalf of Boone) pending or, to the knowledge of Boone, threatened against or affecting Boone or the Project, or any other of the assets or properties of Boone at law or in equity or before or by a governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before an arbitrator of any kind, which involve the possibility of liability in excess of $100,000 or of any material adverse effect on the business operations, prospects, properties or other assets or in the condition, financial or otherwise, of Boone and Boone is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. 8.5 To its best knowledge, Boone is not a party to or otherwise bound by any agreement or instrument or subject to any other restriction or any judgment, order, writ, injunction, decree, award, rule or regulation which materially and adversely affect the business, operations, prospects, properties or other assets, or the condition, financial or otherwise, of Boone. Boone has received no notice of, and to its best knowledge, is not in default (a) under any obligation for borrowed money, or (b) in the performance, observance or fulfillment or any of the obligations, covenants or conditions contained in any other agreement or instrument to which it is a party, by which it is otherwise bound or to which any of its property. 8.6 To Boone's best knowledge, neither this Agreement nor any document, certificate or financial statement furnished to the City by or on behalf of Boone in connection herewith, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact known to Boone which materially adversely affects or in the future may (so far as it is now known to Boone) have a material adverse effect upon the business, operations, prospects, property, other assets or financial condition of Boone which has not been set forth in this Agreement or in other documents, certificates and financial statements furnished to the City or on behalf of Boone in connection with the transactions contemplated hereby. ARTICLE IX REPRESENTATIONS AND WARRANTIES OF THE CITY tc "" In order to induce Boone to enter into this Agreement, the City represents and warrants to Boone as follows: 9.1 The City is a municipal corporation of the Commonwealth of Virginia, duly organized and validly existing under the laws of the Commonwealth of Virginia, with full legal right, power, and City to enter into and perform its obligations under this Agreement. 9.2 The City has the power and City to execute, deliver and carry out the terms and provisions of this Agreement and all other instruments to be executed and delivered by the City in connection with its obligations hereunder. The execution, delivery and performance by the City of this Agreement have been duly authorized by all requisite action by the City, and this Agreement is a valid and binding obligation of the City enforceable in accordance with its respective terms, except as may be affected by applicable bankruptcy or insolvency laws affecting creditors' rights generally. 9.3 To its best knowledge, the City is not a party to or otherwise bound by any agreement or instrument or subject to any other restriction or any judgment, order, writ, injunction, decree, award, rule or regulation which materially and adversely affect the business, operations, prospects, properties or other assets, or the condition, financial or otherwise, of the City or of the Ground Lease Property. The City has received no notice of, and to its best knowledge, is not in default (a) under any obligation for borrowed money, or (b) in the performance, observance or fulfillment or any of the obligations, covenants or conditions contained in any other agreement or instrument to which it is a party, by which it is otherwise bound or to which any of its property or the Ground Lease Property is subject. Article X MISCELLANEOUStc "" 10.1 Binding Agreement/Assignmenttc "". 10.1.1 This Agreement is binding upon and shall inure to the benefit of the City and Boone and their respective successors and assigns. 10.1.2 Boone may not assign its interest or any part thereof in this Agreement without the prior written approval of the City, which shall not be unreasonably withheld, conditioned or delayed, and upon such approval, the assignee shall assume all of the obligations of Boone under this Agreement and shall not relieve the assignor of any liability hereunder. 10.2 Consents and Approvalstc "". The City and Boone commit to work harmoniously with each other, and except in instances (if any) where a consent or approval is specified to be within the sole discretion of either party, any consent or approval contemplated under this Agreement shall not be unreasonably withheld, conditioned or delayed, except that Boone acknowledges that this covenant does not apply to permits required from the City in connection with the Project. 10.3 Entire Agreementtc "". This Agreement, the MOU, and the Ground Lease, incorporate all prior negotiations and discussions between the parties regarding its subject matter and represent the entire agreement of the City and Boone for the Buckroe Fishing Pier Complex. This Agreement may only be modified by written instrument executed by the City and Boone. 10.4 Headingstc "". The captions and headings of the articles and sections contained herein are for convenience of reference only and shall not be considered in any interpretation of the provisions of this Agreement. 10.5 Noticestc "". A notice, communication, or request under this Agreement by the City to Boone or by Boone to the City shall be sufficiently given or delivered if dispatched by either (a) certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service (next business day service), or (c) hand-delivery (if receipt is evidenced by a signature of the addressee or authorized agent), and addressed to the applicable parties as follows: As to City: City Manager /Authorized Designee City of Hampton, Virginia 22 Lincoln Street Hampton, Virginia 23669 Fax #: 757-728-3037 Copy to: Vanessa T. Valldejuli, Esquire Deputy City Attorney One Franklin Street, Suite 600 Hampton, Virginia 23669 Fax#: 757-727-6895 As to Boone: Boone Builders, Inc. Ronald W. Boone, Sr., President 809 E. Ocean View Avenue Norfolk, Virginia 23503 Fax# 757-587-9226 Copy to: Iazaak D. Glasser, Esquire Glasser & Macon, P.C. 1121 South Military Highway P.O. Box 13336 Chesapeake, Virginia 23325 Fax# 757-424-7246 Any notice, communication, or request so sent shall be deemed to have been "given" (a) as of the next business day after being sent, if sent by nationally recognized express mail service, (b) as of the fifth business days after being sent, if sent by Registered or Certified U.S. Mail or (c) upon receipt, if sent by hand delivery. Either party may change its address for notice purposes by giving notice thereof to the other parties, except that such change of address notice shall not be deemed to have been given until actually received by the addressee thereof. 10.6 Partial Invaliditytc "". If any term, covenant, condition, or provision of this Agreement, or the application to any person or circumstance shall, at any time or to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall (except to the extent such result is clearly unreasonable) not be affected thereby, and under such circumstances each term, covenant, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law, insofar as such enforcement is not clearly unreasonable. 10.7 Counterpartstc "". This Agreement may be executed in counterparts, each of which shall be deemed to an original, and such counterparts shall constitute one and the same instrument. 10.8 Governing Law and Venuetc "". This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia, including conflicts of laws. Any lawsuit, action, or proceeding arising under this Agreement shall, to the extent there is federal jurisdiction over the parties and subject matter, be brought exclusively in the City or in the federal court for the Eastern District of Virginia, Newport News Division. 10.9 Force Majeuretc "". For the purpose of any of the provisions of this Agreement, neither the City, nor Boone, as the case may be, nor any successor in interest, shall be considered in breach of or default in any of its obligations, including, but not limited to, the beginning and completion of construction, or progress in respect thereto, in the event of enforced delay in the performance of such obligations due to causes beyond its control, including but not restricted to, strikes, lockouts, actions of labor unions, riots, storms, floods, litigation, explosions, acts of God or of the public enemy, acts of government, insurrection, mob violence, civil commotion, sabotage, terrorism, malicious mischief, vandalism, inability (notwithstanding good faith and diligent efforts) to procure, or general shortage of, labor, equipment, facilities, materials, or supplies in the open market, defaults of independent contractors or subcontractors (provided that remedies are being diligently pursued against the same), failures of transportation, fires, other casualties, epidemics, quarantine restrictions, freight embargoes, severe weather, inability (notwithstanding good faith and diligent efforts) to obtain governmental permits or approvals, or delays of subcontractors due to such causes, it being the purpose and intent of this Section that in the event of the occurrence of any such enforced delays, the time or times for the performance of the covenants, provisions, and agreements of this Agreement shall be extended for the period of the enforced delay (including any time reasonably required to recommence performance due to such enforced delay). The affected party shall use reasonable efforts to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements; and provided further, that the settlement of strikes, lockouts, and other industrial disturbances shall be entirely within the discretion of the affected party, and the affected party shall not be required to make settlement of strikes, lockouts, and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the affected party, unfavorable to the affected party. Notwithstanding the above, (a) Boone may not rely on its own acts or omissions as grounds for delay in its performance, and (b) the absence of immediately available funds shall not be grounds for delay by Boone. 10.10 No Partnership or Joint Venturetc "". It is mutually understood and agreed that nothing contained in this Agreement is intended or shall be construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of co-partners or creating or establishing the relationship of a joint venture between the City and Boone or as constituting Boone as the agent or representative of the City for any purpose or in any manner under this Agreement, it being understood that Boone is an independent contractor hereunder. 10.11 Representatives Not Individually Liabletc "". No commissioner, official, representative, or employee of the City shall be personally liable to Boone or any successor in interest in the event of any default or breach by the City for any amount which may become due to Boone or successor or on any obligations under the terms of the Agreement. No officer, director, representative, or employee of Boone shall be personally liable to the City in the event any default or breach by Boone for any amount which may become due to the City or on any obligations under the terms of this Agreement. 10.12 Ancillary Documentstc "". The City Representative is hereby authorized, on behalf of the City, to execute any and all other documents necessary or appropriate to effectuate the transactions contemplated by this Agreement, provided such documents do not materially alter the relationship of the parties or the principal elements of the Project, and to grant such approvals and consents on behalf of the City. 10.13 Brokertc "". The City and Boone each represent and warrant for itself that it has not dealt with any broker in connection with this Agreement or the Ground Lease and each covenants and agrees to indemnify and hold the other harmless from and against any claim, cost, liability, or expense (including reasonable attorney's fees) arising or resulting from a breach of this warranty. 10.14 Third Party Beneficiarytc "". Nothing contained in this Agreement shall be construed to confer upon any other party the rights of a third party beneficiary. 10.15 Performance on Saturday, Sunday, or Holidaytc "". Whenever the provisions of this Agreement call for the performance of any act, including the expiration date of any cure periods provided herein, on or by a date that is not a "Business Day", then such payment or such performance shall be required on or by the immediately succeeding "Business Day", which term shall mean a day other than a Saturday, Sunday, or legal holiday in the Commonwealth of Virginia. 10.16 Incorporation into Agreementtc "". All exhibits, schedules, and recitals form a part of this Agreement. 10.17 Conflict of Termstc "". It is the intention of the City and Boone that if any provision of this Agreement is capable of two constructions, one of which would render this provision valid and enforceable, then the provision shall have the meaning that renders it valid and enforceable. 10.18 No Waivertc "". No failure on the part of the City or Boone to enforce any covenant or provision contained in the Agreement nor any waiver of any right under this Agreement shall discharge or invalidate such covenant or provision or affect the right of the other party to enforce the same in the event of any subsequent default. 10.19 Compliance with Lawstc "". Boone shall, at all times, be subject to all applicable governmental laws, ordinances, rules and regulations (collectively, the "Applicable Laws") pertinent to the Project, this Agreement, and Boones actions in connection with the Project and this Agreement. Nothing in this Section 10.19 or any other part of this Agreement, however, shall be construed to (a) limit or prevent Boone from challenging at law or in equity the applicability of any Applicable Law and/or pursuing its rights in furtherance thereof through appropriate judicial proceedings or (b) constitute a waiver of due process. Notwithstanding anything to the contrary contained in this Agreement, no provision of this Agreement shall be construed to require Boone to comply with any Applicable Law during the period that Boone may be pursing a bona fide challenge of the applicability, lawfulness, and/or enforceability of such Applicable Law (unless such law requires compliance during any such challenge). If Boone's challenge is successful, Boone shall not be required by the provisions of this Agreement to comply with such Applicable Law. 10.20 Confidentiality of Boones Informationtc "". The City acknowledges that any information provided by Boone to the City concerning the cost of developing the Project and the terms of any financing of the Project, shall constitute confidential financial information and may contain trade secrets and confidential information. Accordingly, the City, to the fullest extent permitted by applicable law, shall deny public inspection of such information. This Section 10.20 shall not limit, however, the exercise of the Citys rights in any legal proceeding, provided that the City then requests the court to maintain such information as confidential. 10.21 Bonds. Together with the executed Agreement, Boone shall furnish payment and performance bonds in conformity with Virginia Code 2.2-4337, each payable to the City and each in the sum of the cost of the Project. The performance bond shall be conditioned upon the faithful performance of the Agreement in strict conformity with the terms and conditions of the Agreement, and the payment bond shall be conditioned upon the prompt payment for all such material furnished or labor supplied or performed in the prosecution of the Project. Each of the bonds shall be executed by one or more surety companies selected by Boone which are licensed and legally authorized to conduct the business of insurance, including surety, within the Commonwealth of Virginia. 10.22 Good Faith and Fair Dealingtc "". The parties covenant and agree each to the other that its conduct under this Agreement, and the interpretation and enforcement of the provisions hereof, shall be characterized by good faith and fair dealings so that the objectives of each party as set forth in this Agreement may be achieved. 10.23 Sovereign Immunity. Nothing contained in this Agreement shall be deemed to be, or have the effect of being, a waiver by the City or any other governmental agency, of such sovereign immunity it may have under the laws of the Commonwealth of Virginia, or of the United States. IN WITNESS WHEREOF, the City has caused this Development Agreement to be duly executed in its name and on its behalf by the City Manager/Authorized Designee of the City of Hampton, and Boone has caused this Development Agreement to be duly executed in its name and behalf by its President. THE CITY OF HAMPTON By: _____________________________(SEAL) City Manager/Authorized Designee BOONE BUILDERS, INC. By: _____________________________(SEAL) Ronald W. 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