ࡱ> lnijk{` /bjbjFF (,,GT0X[X[X[[\40br<^^FJ^J^J^~_N_$_qqqqqqq$shv@rm~_~_mmrJ^J^4rQpQpQpmJ^J^qQpmqQpQpQpJ^] 0t8X[nQpq\2r0brQpFvoFvQpFvQp4`cQpf<h```rro^```brmmmm000D4W$0004W000  GROUND LEASE AGREEMENT THIS GROUND LEASE AGREEMENT, made and entered into as of the ___ day of __________, 2005, by and between THE CITY OF HAMPTON , a municipal corporation of the Commonwealth of Virginia, as Lessor, and BOONE BUILDERS, INC., a Virginia corporation, as Lessee; W I T N E S S E T H, That: WHEREAS, Lessor owns the Leased Premises and desires to lease the Leased Premises to Lessee, and Lessee desires to lease the Leased Premises from Lessor, such leasing to be in accordance with the terms, conditions and provisions of this Lease. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration in hand paid by each party hereto to the other at and before the sealing and delivery of these presents, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee, intending to be legally bound, do hereby covenant and agree as follows: 1. Definitionstc "Definitions". For purposes of this Lease, and in addition to terms defined elsewhere in this Lease, the following defined terms shall have the meanings ascribed thereto in this Article 1. Business Day means a day other than a Saturday, Sunday, or legal holiday in the Commonwealth of Virginia. Commencement Date means the date of this Lease. "Development Agreement" means that certain Development Agreement, dated December ___, 2005, by and between Lessor and Lessee, as amended, modified, supplemented or restated from time to time and attached hereto as Exhibit B. "Disposition" shall mean a sale, lease, assignment, or other transaction by which all or a part of a party's interest in the Leased Premises is passed on to another Entity; such term shall include a Transfer insofar as it relates to Lessee or any assignee of Lessee, but shall not include the type of transaction that is described in the second paragraph of the definition of "Transfer" and shall not include Subleases. "Encumbrances" means those matters, other than Impositions neither delinquent nor in default, affecting title to the Leased Premises as of the date of this Lease and more particularly described in ExhibitC attached hereto and by reference made a part hereof. "Entity" means any person, corporation, limited liability company, partnership (general or limited), limited liability partnership, joint venture, association, joint stock company, trust or other business entity or organization. "Event of Default" means any of those events, occurrences and circumstances so designated in Section 13. "Expire", "Expired" or "Expiration" mean the expiration of the Term of this Lease by reason of lapse of time, and not by reason of any Event of Default. "Impositions" means all taxes, public and private assessments, use and occupancy taxes, transit taxes, water and sewer charges, rates and rents, charges for public utilities, excises, levies, license and permit fees and other charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which shall or may during the Term be assessed, levied, charged, confirmed or imposed upon or accrue or become due or payable out of or on account of or become a lien on the Leased Premises or the Improvements, or both, or any part thereof, the appurtenances thereto or the sidewalks, streets or vaults adjacent thereto, or the rent and income [that is, Subrent received by or for the account of Lessee from a Subtenant or for any use or occupation of the Improvements, or any part thereof, and such franchises, licenses and permits as may be appurtenant to the use of the Improvements, or any part thereof, or any documents to which Lessee is a party (which documents create or transfer any interest or estate in the Improvements, or any part thereof, payable to any governmental body)]. Impositions shall not include any income taxes, capital levy, estate, succession, inheritance or transfer taxes or similar tax of Lessor, or any franchise taxes imposed upon any owner of the fee of the Leased Premises or any income, profits or revenue tax, assessment or charge imposed upon the rent or other benefit received by Lessor under this Lease, by any municipality, county or state, the United States of America or any governmental body; provided, however, that if at any time during the Term, the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rental received from said real estate or the rents reserved herein or any part thereof, then such substitute taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included within the term "Impositions" to the extent that such substitute tax would be payable if the Leased Premises were the only property of Lessor subject to such tax. "Improvements" means any and all buildings, structures and other permanent improvements of every nature, character and description, located, erected or constructed on the Leased Premises or (if the context hereof so indicates) portions thereof, and any and all fixtures located therein and owned by Lessee, as any of same may be modified or altered from time to time. Land Records means the Clerks Office of the Circuit Court of the City of Hampton, Virginia. "Lease" means this Ground Lease Agreement, together with any amendments, modifications, supplements, restatements or replacements thereof. "Lease Year" means each successive twelve (12)-month period beginning on the first day of the first full calendar month following the Rent Commencement Date and ending at midnight on the last day of each such twelve (12)-month period. "Leased Premises" shall mean all of that certain land located at the southeast corner of Bayshore Lane and Thimble Shoals Lane in the City of Hampton, Virginia, containing approximately 61,212 square feet (1.40 acres) and depicted on the plat attached hereto as Exhibit A. "Leasehold Mortgage" means any deed of trust, mortgage, security agreement or other instrument in the nature thereof at any time and from time to time constituting a lien upon the leasehold estate of Lessee created hereby, and may, but need not, create a lien upon the reversionary fee estate of Lessor in the Leased Premises. "Leasehold Mortgagee" means the holder or, collectively, the holders of the note(s) or other obligations secured by a Leasehold Mortgage. "Lessee" means Boone Builders, Inc. a Virginia corporation, as the lessee under this Lease, and the successors and assigns thereof permitted under the terms of this Lease. "Lessor" means The City of Hampton, a municipal corporation of the Commonwealth of Virginia, as the lessor under this Lease, and the successors, successors-in-title and assigns thereof. "Notice" means a written advice or notification required or permitted by this Lease, as more particularly provided in Section 15.4. Project shall have the meaning set forth in Section 5.1. "Rent" means the sums to be paid by Lessee to Lessor pursuant to the provisions of Article3. "Sublease" means, generally, any one of the Subleases. "Subleases" means all written or oral leases, rental agreements, licenses, concessions, easements, occupancies or other agreements or arrangements for use or hire of, or in respect to, any portion of the Improvements, between Lessee and occupants of portions of the Improvements, and may include sub-ground leases. Substantial Completion or to "substantially complete" means substantial completion or to effect substantial completion of construction of the Project, as certified by the architect for the Project, subject only to punch-list items and work to be performed by Subtenants, if any. "Subtenant" means any Entity which is or may hereafter be the sublessee or subtenant under any Sublease. "Term" means the term of this Lease described in Section 2.2. "Terminate", "Terminated" and "Termination" mean the termination of the Term of this Lease by reason of an Event of Default, and not by reason of lapse of time. 2. Lease of Leased Premises; Term of Lease; Grant of Easements; Quiet Enjoymenttc "Lease of Leased Premises; Term of Lease; Grant of Easements; Quiet Enjoyment". 2.1 Leasetc "Lease " \l 2. Lessor, in consideration of the rents, covenants, agreements and conditions herein set forth, which Lessee hereby agrees shall be paid, kept and performed by Lessee, does hereby lease, let, demise and rent to Lessee, and Lessee does hereby rent and lease from Lessor, all right, title and interest of Lessor in and to the Leased Premises. The interest in the Leased Premises created hereby shall be deemed to be an estate for years under the Laws of the Commonwealth of Virginia. TO HAVE AND TO HOLD the Leased Premises and all rights, privileges and appurtenances thereunto appertaining unto Lessee, for and during the Term, unless sooner Terminated in accordance with any of the provisions of the Lease, subject to the Encumbrances and Impositions neither delinquent nor in default. 2.2 Term. This Lease is and shall remain in full force and effect from and after the date on which this Lease is fully executed and delivered by Lessor and Lessee. The term of this Lease shall be for a period that commences on the Commencement Date and terminates at midnight on the date that is forty (40) years following the Commencement Date (the Term). Lessee may apply to the City Council of the City of Hampton to renew said Lease for a period not to exceed five (5) years, subject to the provisions of Virginia Code 15.2-2100 provided that (i) Lessee is not in default hereunder at the end of the Term, and (ii) Lessee has not elected to terminate this Lease upon the expiration of the Term in accordance with this Section 2.2. Lessee may elect to terminate this Lease upon the expiration of the Term by delivery of written notice to Lessor no later than one (1) year prior to the expiration of the Term, time being of the essence. The renewal term, if approved by the City Council of the City of Hampton, shall be upon the same terms, conditions and rentals as set forth herein for the original Term, unless otherwise agreed by the parties in writing or as otherwise set forth herein 2.3 Easements. Throughout the Term, within thirty (30) days after receipt of written request from Lessee, time being of the essence, Lessor shall execute and join in any grants or easements for electric, telephone, gas, water, sewer, and other public utilities and facilities, or other facilities useful and/or necessary to the construction, alteration, operation, or maintenance of all or any part of the Project and any other easements or grants, that Lessee deems necessary for the leasing, construction and/or operation of the Project, which are not inconsistent with the terms of this Lease. 2.4 Quiet Enjoyment. Lessor covenants and agrees that Lessee, while paying the Rent and other sums payable under this Lease and performing its other covenants and agreements herein set forth, shall peaceably and quietly have, hold and enjoy the Leased Premises for the full Term without hindrance or molestation from Lessor or any other Entity claiming by, through or under Lessor, subject to the terms, conditions and provisions of this Lease, and to any and all matters affecting title to the Leased Premises on the date of this Lease. 3. Renttc "Rent". 3.1 Amount of Renttc "Amount of Rent " \l 2. Lessee hereby covenants and agrees to pay Rent to Lessor as, and in the manner herein provided and subject to the terms, provisions and conditions herein set forth, without Notice or other notice or demand. 3.2 Rent/Rent Commencement Date/Triple Net Lease. 3.2.1 Commencing on the Rent Commencement Date and continuing thereafter throughout the remainder of the Term, Lessee shall pay to Lessor an annual fixed rent (the "Rent") of One and 00/100 Dollar ($1.00) per annum payable in advance as of the Rent Commencement Date and on each anniversary of the Rent Commencement Date. The term Rent Commencement Date means the first day of the calendar month following the date of execution of the Ground Lease by all parties hereto. 3.2.2. "Net" Lease. This Lease shall be deemed and construed to be a completely net lease and Lessee shall pay to Lessor, net throughout the Term, the Rent hereunder free of any offset, abatement or other deduction whatsoever and without notice (including, without limitation, any Notice) or demand. Under no circumstances or conditions, whether now existing or hereafter arising, or whether or not beyond the present contemplation of the parties hereto, shall Lessor be required to make any payment of any kind whatsoever with respect to this Lease or be under any other obligation or liability hereunder except as otherwise expressly set forth herein. 4. Impositions. 4.1 General. Except as otherwise set forth herein below, during the Term, Lessee shall promptly cause all Impositions to be paid to the applicable governmental authority before the expiration of any grace period provided by applicable law for the payment thereof without interest. 4.2 Contests. Lessee may, at its expense, contest in Lessors name if necessary or otherwise in its own name any of the Impositions, in which event Lessee may defer payment thereof during the pendency of such contest provided Lessee does not allow any lien on the Leased Premises to be created or penalty imposed thereby. Lessee shall hold harmless Lessor from all costs, expenses, claims, losses or damages by reason of, in connection with, on account of, growing out of or resulting from any such contest. Such hold harmless agreement shall expressly survive the Expiration or earlier Termination of this Lease. Upon request by Lessee, Lessor shall execute in its capacity as fee owner and promptly deliver to Lessee any documents or pleadings associated with such content that Lessee may reasonably request. 4.3 Taxestc "Assessed Valuation " \l 2. Lessor shall pay for all real estate taxes assessed against the land encompassing the Leased Premises. Lessee shall pay for all real estate taxes assessed against the Improvements (the Restaurant and Fishing Pier). Lessee shall also pay for all personal property taxes assessed against Lessees personal property. 5. Projecttc "Improvements". 5.1 The Projecttc "Approval of Plans and Specifications " \l 2. Lessee shall acquire, develop and construct upon the Leased Premises, in accordance with the terms of this Lease (and, where applicable, the Development Agreement), a Fishing Pier, a Restaurant and related parking and improvements such as an enclosed dumpster area and a small kiosk for the sale of bait and tackle and any necessary Infrastructure Improvements as defined in the Development Agreement (the Project). Subject to the provisions of Section 15.1 hereof, Lessee shall substantially complete the Project on or before the date that is 240 days following the date of this Lease (the Substantial Completion Date), subject only to punch-list items and work to be performed by a Subtenant, if any. On or prior to the Commencement Date, Lessee shall provide to Lessor, with respect to the Project, the items set forth in Section 7.1.1 of the Development Agreement. 5.1.1 The Project shall consist of a Fishing Pier no smaller than 550x16 and no larger that 657x18 with no enclosures, a and Family-Style Restaurant adjacent to the Fishing Pier with a footprint no greater than 50 x 100 with rooftop deck for outdoor dining, On-Site Parking, an enclosed dumpster area and one small kiosk for the sale of bait and tackle. The Family-Style Restaurant shall be generally compatible in architecture and appearance with the Buckroe Master Plan and shall be comparable in appearance to the sketch attached hereto as Exhibit D. The Family-Style Restaurant and On-Site Parking shall conform to the regulations and design criteria of the Chesapeake Bay Preservation Act and City zoning requirements. 5.1.2 The Fishing Pier shall be open to the public seven (7) days a week, 24 hours a day year round; provided however, that Lessee may close the Fishing Pier from January 1st through April 15th. Lessee shall use the Fishing Pier for public fishing purposes or special fishing related events or contests only. Lessee shall not use the Fishing Pier, or suffer the Fishing Pier to be used, for any purpose or to any extent that is not contemplated by this Lease, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, and such permitted uses/activities shall be in accordance with applicable City ordinances, rules and regulations. Lessor reserves the right to close the Fishing Pier for public safety reasons, with prior notice to Lessee. Prior notice shall not apply in the event of hazardous weather conditions or other emergency. 5.1.3 The Family-Style Restaurant as defined in the Development Agreement, shall be open year round, seven days a week from 6:00 a.m. to 2:00 a.m. However, the Restaurant may be booked for privates parties. No game rooms, video arcades or amusement centers shall be allowed in the Restaurant. Outdoor dining areas shall be used for dining only, and shall not have any bar areas dispensing alcoholic and non-alcoholic beverages. Any live entertainment located in any and all outdoor dining areas shall require a conditional privilege permit by the City Council of the City of Hampton. No outdoor dining area shall be fully or permanently enclosed. Umbrellas and awnings shall be allowed so long as such awnings and umbrellas (i) contain no advertisements, and (ii) are not permanent in nature. Lessee shall not use the Restaurant and On-Site Parking, or suffer the Restaurant and On-Site Parking to be used, for any purpose or to any extent that is not contemplated by this Lease, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, and such permitted uses/activities shall be in accordance with applicable City ordinances, rules and regulations. 5.1.4 Lessee, at its sole cost and expense, shall provide sufficient security for the Fishing Pier, the Restaurant and the On-site parking to ensure the safety of all visitors, patrons and invitees to the Buckroe Fishing Pier Complex as defined in the Development Agreement and for any special events at the Buckroe Fishing Pier Complex requiring security. 5.2 Insurance. Lessee shall provide and maintain, at its own cost and expense, full workers' compensation insurance in respect to the construction work and all risk builders risk in compliance with the terms of Lessor as set forth in the Development Agreement and any Leasehold Mortgage covering such construction work. Certificates of all such policies shall be delivered to Lessor prior to commencement of such construction work. 5.3 Compliance with Laws. Subject to the provisions of Section 15.23 hereof, Lessee shall, in the performance of any construction work, comply with all applicable requirements of the zoning ordinances and building codes and all other laws, ordinances, rules, orders and regulations of all governmental and quasigovernmental authorities having jurisdiction thereof, and the Fishing Pier, Restaurant and Improvements constructed by Lessee, when completed, shall comply with all applicable laws, ordinances, rules, orders and regulations of any and all governmental and quasigovernmental authorities having jurisdiction thereof and of the local Board of Fire Underwriters or any similar body, and shall comply with all matters to which this Lease is subject as then in effect. 5.4 Permits and Licenses. 5.4.1 Lessor shall waive all permit and utility connection fees associated with the construction of the Fishing Pier. Lessee shall, at its sole cost and expense, procure all necessary permits and licenses for the construction of the Restaurant and On-Site parking. Lessee recognizes and agrees that all licenses, permits, consents, inspections and approvals which must be obtained for the development of real estate in the Buckroe of the City of Hampton will likewise be required in conjunction with the Project and are not waived by virtue of this Lease, notwithstanding any provision of this Lease to the contrary. 5.4.2 From time to time during the Term, at the request of Lessee in each instance, Lessor shall, at no cost to Lessee: (a) assist Lessee to the maximum extent practicable, in obtaining all necessary permits and approvals, including zoning variances and special exceptions, in connection with the construction of any of the Improvements, and any subsequent modification, renovation, and/or reconstruction of any of the Improvements and with the operation of the Project. 5.4.3 Throughout the Term, within thirty (30) days after receipt of written request from Lessee, Lessor shall join in any and all applications of Lessee for zoning, permits and/or licenses in connection with the construction, alteration, operation, or maintenance of all or any part of the Project. 5.5 Mechanics Liens. Nothing herein contained shall be construed to authorize Lessee to subject Lessor's fee title in and to the Leased Premises 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; and Lessee is hereby expressly prohibited from subjecting Lessor's title to any such lien or charges. Lessee agrees to promptly discharge (either by payment or by filing of the necessary bond, or otherwise) any mechanics', materialmen's or other lien against the Leased Premises or the Improvements which 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 Lessee. 5.6 Title to Improvements. To the fullest extent permitted by applicable tax law, during the Term title to all Improvements located upon the Leased Premises shall not vest in Lessor by reason of its ownership of fee simple ownership in the Leased Premises, but title shall vest in Lessee (and/or the applicable Subtenant, pursuant to such Subtenants lease, license or agreement with Lessee) and Lessee (and/or the applicable Subtenant, pursuant to such Subtenants lease, license or agreement with Lessee) shall, to the fullest extent permitted by applicable tax law, be entitled to claim any depreciation on all such buildings, structures and other improvements for all taxation purposes. 5.7 Termination of Lease. Upon the termination of this Lease, whether by lapse of time or otherwise, Lessee shall vacate and surrender the Leased Premises together with any permanently affixed improvements then existing on the Leased Premises. 5.8 No Lessor's Lien. Lessor hereby waives any statutory landlord's lien Lessor has or ever may have. 6. Maintenance, Use and Alterationtc "Maintenance, Use and Alteration". 6.1 Acceptancetc "Acceptance " \l 2. Lessee has leased the Leased Premises after a full and complete physical examination of the land upon which the Improvements will be constructed and accepts the same in the physical condition or state in which the Leased Premises now is held without any representation or warranty, express or implied in fact or by law, by Lessor and without recourse against Lessor, as to the physical nature, condition or usability thereof. 6.2 No Servicestc "Maintenance " \l 2. Except as may be provided herein, Lessor shall not be required to furnish any services or facilities, or to make any repairs or alterations, of any nature whatsoever with respect to the Leased Premises or the Improvements. Lessee hereby assumes the full and sole responsibility for the condition, construction, operation, repair, replacement, maintenance and management of the Leased Premises and the Improvements. 6.3 Lessors Usetc "Use " \l 2. Lessor shall have the right to use the Fishing Pier and On-Site Parking, from time to time, for any governmental function or special event with the prior written consent of Lessee, at no cost to Lessor. However, without waiving its sovereign immunity, Lessor agrees to provide through itself or through its contractor insurance coverage in the amount of One Million Dollars ($1,000,000.00) combined single limits (CSL) protecting Lessee, its subtenant, officers, employees, agents and assigns from any damage to property or person, including wrongful death, as a result of the activities undertaken by Lessor during such special events. Additionally, Lessor shall have the right to photograph the Fishing Pier, the Restaurant, including the interior and exterior thereof, any persons in and about the Fishing Pier and the Restaurant and the name of the Restaurant, and to use any such photographs in any of its publicity or advertising. Neither Lessee nor any Subtenant shall be entitled to compensation by reason of the taking or use of any such photographs. 6.4. Alterationstc "Alterations " \l 2. Lessee may, with the prior written approval of Lessor, at any time during the Term, at no cost or expense to Lessor, make or permit to be made any alteration, change or addition of, in or to the Improvements which may hereafter be erected thereon (that is, the Work"), subject, however, to Sections 5.3 through 5.5 of this Lease, which shall apply to Work addressed under this Section 6.4. 6.5 Environmental Matterstc "Environmental Matters " \l 2. (a) Lessee represents and covenants that (i) Lessee will not hereafter knowingly cause, allow or suffer to occur, a discharge, spillage, uncontrolled loss, seepage or filtration of oil or petroleum or chemical liquids or solids, liquid or gaseous products or hazardous waste (a "spill"), or hazardous substance as those terms are used in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may be amended from time to time (the "Act") or other federal, state or local laws, regulations or ordinances, at, upon, under or within the Leased Premises or any contiguous real property. (b) Lessee shall comply strictly and in all respects with the requirements of the Act and related regulations and with all other applicable environmental laws and regulations and shall notify Lessor promptly in the event of any spill of a hazardous substance upon the Leased Premises of which Lessee becomes aware, and shall promptly forward to Lessor copies of all orders, notices, permits, applications or other communications and reports received by Lessee in connection with any such spill or any other matters relating to the Act or related regulations or any similar applicable laws or regulations, as they may affect the Leased Premises. (c) Lessee, promptly upon the written request of Lessor from time to time shall provide Lessor with an environmental site assessment or environmental audit report, or an update of such an assessment or report, all in scope, form and content satisfactory to Lessor. (d) Lessee shall indemnify Lessor, Lessor's successors, assigns and successors-in-title (collectively, the "Indemnified Parties") and hold harmless the Indemnified Parties from and against all loss, liability, damage and expense, including reasonable attorneys', consultants' and expert witness fees, suffered or incurred by the Indemnified Parties, or any of them, (i)under or on account of the Act or related regulations or any other applicable environmental laws or regulations, including the assertion of any lien thereunder; (ii)with respect to any spill or hazardous substance affecting the Leased Premises whether or not the same originates or emanates from the Leased Premises, or any other contiguous real property, including any loss of value of the Improvements as a result of a spill or hazardous substance; and (iii)with respect to any other matter affecting the Leased Premises within the jurisdiction of the Environmental Protection Agency or any similar state, federal or local agency or any successor to any thereof; provided, however, there shall be excluded from the within and foregoing indemnification and hold harmless agreement any loss, liability, damage or expense, including reasonable attorneys', consultants' and expert witness fees, suffered or incurred by the Indemnified Parties, or any of them, (a)with respect to any spill or hazardous substance affecting the Leased Premises, whether or not the same originated or emanated from the Leased Premises, which originated or emanated prior to the date of this Lease, and (ii)with respect to any spill or hazardous substance affecting the Leased Premises, whether or not the same originated or emanated from the Leased Premises, which is caused by the Indemnified Parties, or any of them, or their respective agents, employees, officers or contractors. The within and foregoing indemnification and hold harmless agreement shall expressly survive the Expiration or earlier Termination of this Lease. 7. Insurance. 7.1 Coveragetc "Coverage " \l 2. During the Term, Lessee, at no cost and expense to Lessor, will keep and maintain, or cause a Subtenant to keep and maintain, the following types of insurance described in Subsections 7.1.1 through 7.1.3. 7.1.1 during construction of any Improvements on the Leased Premises, builder's risk insurance as provided in Section 5.2 hereof and Comprehensive automobile liability with limit of liability not less than $1,000,000 each person, $1,000,000 each accident for bodily injury and $1,000,000 each occurrence for property damage; and (b) after completion of any construction, fire and extended coverage insurance, with a commercially reasonable deductible (as determined by Lessee) in an amount not less than the lesser of (i) 100% of the full replacement cost thereof (exclusive of foundations and footings) or (ii) the amount required by the Leasehold Mortgagee that holds the "first" Mortgage (a "first" Mortgage is a Leasehold Mortgage that has first priority over any and all other Leasehold Mortgages) on the Leased Premises; such insurance policy shall provide that any and all loss be adjustable with and payable to Lessee or, if required by a Leasehold Mortgagee, to such Leasehold Mortgagee; 7.1.2 at all times, Workers Compensation and Employers Liability coverage as required by applicable law; and 7.1.3 at all times, Commercial General Liability and Property Damage Insurance written on an occurrence basis (including a Wrap-up Program) with (i) Products Liability/ Completed Operations Coverage $2,000,000, (ii) Blanket Contractual Liability Coverage, with primary limits of liability of not less than $1,000,000 combined per occurrence on account of bodily injury or death and property damage, and $5,000,000 combined aggregate for bodily injury or death and property damage, and (iii) Premises and Operations Coverage. Lessee may procure and maintain a blanket All Risk policy to satisfy the requirements of this Section 7.1, which may cover other property or locations of Lessee and its Affiliates and/or the Affiliates of a member of Lessee, so long as coverages required by this Section 7.1 are specific to the Project. 7.2 Company and Certificate Requirements. All insurance prescribed by Sections 7.1 hereof shall (a) 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 Lessor, which approval shall not be unreasonably withheld, conditioned or delayed), (b) be in such form and with such provisions as are generally considered standard provisions for the type of insurance involved, (c) be evidenced by a certificate of insurance naming Lessor as an additional insured with respect to any and all liability insurance, as its interest may appear, and (d) to the extent available, contain a clause whereby the insurer waives all rights of subrogation against Lessor or permit Lessee to prospectively waive claims. 7.3 Other Insureds - Notice to Lessor of Cancellations. All insurance policies carried by or for Lessee in accordance with the provisions of this Lease may contain a mortgagee and loss payee clause in favor of all Leasehold Mortgagees. All such insurance policies shall provide that they cannot be canceled, modified, or terminated until at least thirty (30) days after written notice thereof is given Lessor. All insurance policies required hereunder shall be renewed by Lessee and proof of such renewals delivered to Lessor, at least thirty (30) days prior to their respective expiration dates. 8. Damage or Destruction. 8.1 Application of Fire and Extended Coverage Insurance Proceeds and Obligation to Reconstruct. 8.1.1 Except as otherwise provided in Subsections 8.1.2 and 8.1.3 hereof, all sums payable for loss and damage arising out of the casualties covered by the fire and extended coverage policies of Lessee shall be used to restore and, if necessary, rebuild any Improvements existing or being constructed prior to such casualty, and, subject to the terms of any Leasehold Mortgage, shall be payable directly to Lessee. Any reconstruction required under this Article 8 shall be commenced within one year after the date of such casualty and pursued with reasonable diligence to completion. 8.1.2 In case that Lessee shall have authorized any Leasehold Mortgagee on Lessees behalf or in its stead to enter upon the Leased Premises and undertake or prosecute the reconstruction or repair of any Improvements damaged or destroyed by fire or other casualty, and to have and receive for Lessee or such Leasehold Mortgagees use for such purpose such insurance proceeds, then in that case said insurance proceeds shall be equally available to such Leasehold Mortgagee as to Lessee, and they shall in like manner and to like extent at the request of any such Leasehold Mortgagee, be applied to the reconstruction or repair of any such improvements so damaged or destroyed. 8.1.3 Notwithstanding anything in the foregoing to the contrary, (i) in the event of a total or substantially complete destruction of the Improvements, (ii) in the event that Lessee determines that it would be uneconomical to cause the same to be repaired, restored or replaced, or (iii) in the event that as a result of a casualty, the Subtenant occupying the portion of the Improvements damaged by such casualty terminates its Sublease, Lessee (or Lessee and the Leasehold Mortgagee, as the case may be) may elect to raze all or part of the Improvements thereon (or abandon same in a safe condition) in lieu of reconstruction. In addition, in the event of the occurrence of clause 8.1.3 (i) or (iii) hereof, Lessee may terminate this Lease provided it gives to Lessor notice of such termination not more than twelve months after the date of the casualty. In the event Lessee elects not to restore the Improvements or part thereof, all insurance proceeds actually received by Lessee shall be applied first by Lessee to the payment of all sums due and owing all Leasehold Mortgagees and Subtenant, with the balance, if any, applied second by Lessee to raze all or part of the Improvements (and/or put same in a clean, safe and stabilized condition), with the balance, if any, applied third by Lessee to the return of any capital invested by the Lessee in excess of the amount due to any Leasehold Mortgagee, and with the remaining balance, if any, remaining after the payment of the above priorities divided and distributed by Lessee between Lessor and Lessee as if it were remaining condemnation proceeds in accordance with the provisions of Section 9.2 (Fourth) hereof. 9. Condemnationtc "Condemnation". 9.1 Generaltc "General " \l 2. If, at any time during the Term, the Leased Premises, the Improvements, or any part thereof shall be condemned and taken by the United States of America, the Commonwealth of Virginia or any other authority or Entity having the power of eminent domain, then the provisions of this Article 9 shall apply to such condemnation proceedings and the distribution of any awards pertaining thereto. 9.2 Entire Leased Premises Taken by Eminent Domain. If the fee simple title in, or permanent possession of all of, the Leased Premises is taken by a governmental or other authority under the power of eminent domain, then this Lease shall terminate (or be suspended for the duration of the temporary taking) as of the taking date. The award of damages (including all damages received in such proceedings by Lessee or Lessor) shall be promptly paid as follows, in the following order of priorities: First: There shall be paid all expenses, if any, including reasonable attorneys fees, incurred by Lessor and Lessee in such condemnation suit or conveyance (except that nothing contained in this Article 9 shall require payment to Lessor of costs and expenses it may incur in the event that Lessor or the City of Hampton, Virginia, or any agency thereof is the condemning authority); Second: The balance, if any, remaining shall be applied and distributed to the payment of any indebtedness secured by all Leasehold Mortgages that constitute liens on Lessors interest in the Leased Premises; Third: The balance, if any, remaining after the payment of the first two priorities shall be applied and distributed to pay the Subtenant any amount to which such Subtenant is entitled for its leasehold improvements, and the value of such Subtenant's leasehold interests and moving expenses, but only to the extent permitted in such Subtenants lease; and Fourth: The balance, if any, remaining after the payment of the above priorities shall be paid first to the Lessor in the amount of the fair market value of the Leased Premises with the remainder, if any, to be paid to the Lessee (except that nothing contained in this Article 9 shall require payment to Lessor of any amounts hereunder in the event that the City of Hampton, Virginia, or any agency thereof is the condemning authority). 9.3 Partial Taking of Leased Premises by Condemnation tc " Fourth\: The balance, if any, remaining after the payment of the above priorities shall be divided between the parties, with Lessee receiving ninety percent (90%) of such proceeds and Lessor receiving ten percent (10%) of such proceeds and distributed accordingly (except that nothing contained in this Article shall require payment to Lessor of any amounts hereunder in the event that Lessor or City of Hampton, Virginia, or any agency thereof is the condemning authority). 9.3 Partial Taking of Leased Premises by Condemnation " \l 2. 9.3.1 In the event that less than all of the Leased Premises (or only an interest therein) is taken for any public use or purpose by the exercise of the power of eminent domain, or shall be conveyed by the parties acting jointly to avoid proceedings of such taking, then (a) this Lease and all the covenants, conditions, and provisions hereunder shall be and remain in full force and effect as to all of the Leased Premises not so taken or conveyed, and (b) except as provided in Section 9.3.2, Lessee shall remodel, repair, and restore the Improvements to such condition as Lessee determines in its sole and absolute discretion to be appropriate, taking into consideration the fact of the condemnation. The award of damages (including all damages received in such proceedings by Lessee, Lessor) shall be promptly paid as follows, in the following order of priorities: First: There shall be paid all expenses, if any, including reasonable attorneys' fees, incurred by each party in such condemnation suit or conveyance (except that nothing contained in this Article 9 shall require payment to Lessor of costs and expenses it may incur in the event that Lessor or City of Hampton, Virginia or any agency thereof is the condemning authority); Second: The balance, if any, remaining after the payment of the first priority shall be applied and distributed to pay the Subtenant whose space is taken any amount to which such Subtenant is entitled for its leasehold improvements and the value of such Subtenant's leasehold interests and moving expenses, but only to the extent permitted in such Subtenants lease; Third: There shall be paid to Lessee the amount required to enable Lessee to remodel, repair, and restore any Improvements so that they will be comparable to the improvements prior to condemnation, taking into consideration the fact of the condemnation and to create reasonable reserves deemed necessary by Lessee in connection with the ongoing ownership and operation of the Improvements; provided however, at the election of the "first" Leasehold Mortgagee, this priority "third" shall be subordinated to priority "fourth". Fourth: The balance, if any, remaining shall be applied and distributed to the payment of any indebtedness secured by all Leasehold Mortgages that constitute liens on Lessees interest in the Leased Premises; and Fifth: The balance, if any, remaining after the payment of the above priorities shall be divided between the parties, with Lessee receiving ninety percent (90%) of such proceeds and Lessor receiving ten percent (10%) of such proceeds and distributed accordingly (except that nothing contained in this Article 9 shall require payment to Lessor of any amounts hereunder in the event that the City of Hampton, Virginia, or any agency thereof is the condemning authority). 9.3.2 If reconstruction is not feasible, or if the Improvements remaining after such taking is no longer economically viable, in each case as determined by Lessee in its sole and absolute discretion within one year after the date of the taking, then this Lease shall terminate as to the Leased Premises not so taken as of the date of such taking and the award or awards of damage shall be promptly paid as follows, in the following order of priorities: First: There shall be paid all expenses, if any, including reasonable attorneys fees, incurred by the parties hereto in such condemnation suit or conveyance (except that nothing contained in this Article 9 shall require payment to Lessor of costs and expenses it may incur in the event that Lessor, the City of Hampton, Virginia or any agency thereof is the condemning authority); Second: Lessee shall be paid such funds, to raze and remove or stabilize all improvements on the Leased Premises; and Third: The balance, if any, remaining after the payment of the first two priorities shall be applied and distributed to the payment of any indebtedness secured by all Leasehold Mortgages that constitute liens on Lessees interest in the Leased Premises; Fourth: The balance, if any, remaining after the payment of the first three priorities shall be applied and distributed to pay the Subtenant any amount to which such Subtenant is entitled for its leasehold improvements and the value of such Subtenant's leasehold interests and moving expenses, but only to the extent permitted in such Subtenants lease; and Fifth: The balance, if any, remaining after the payment of the above priorities shall be divided between the parties, with Lessee receiving ninety percent (90%) of such proceeds and Lessor receiving ten percent (10%) of such proceeds and distributed accordingly (except that nothing contained in this Article 9 shall require payment to Lessor of any amounts hereunder in the event that the City of Hampton, Virginia, or any agency thereof is the condemning authority).tc " Fifth\: The balance, if any, remaining after the payment of the above priorities shall be divided between the parties, with Lessee receiving ninety percent (90%) of such proceeds and Lessor receiving ten percent (10%) of such proceeds and distributed accordingly (except that nothing contained in this Article shall require payment to Lessor of any amounts hereunder in the event that Lessor or City of Hampton, Virginia, or any agency thereof is the condemning authority). 9.3.2 If reconstruction is not feasible, or the Project remaining after such taking is no longer economically viable, in each case as determined by Lessee in its reasonable discretion (however Lessee's discretion shall be deemed \"reasonable\" if it is following the directives of a Leasehold Mortgagee), then this Lease shall terminate as to the Leased Premises not so taken as of the date of such taking and the award or awards of damage shall be paid as follows, in the following order of priorities\: First\: There shall be paid all expenses, if any, including reasonable attorneys fees, incurred by the parties hereto in such condemnation suit or conveyance (except that nothing contained in this Article shall require payment to Lessor of costs and expenses it may incur in the event that Lessor, the City of Hampton, Virginia or any agency thereof is the condemning authority); Second\: Lessee shall be paid such funds, to raze and remove or stabilize all improvements on the Leased Premises; and Third\: The balance, if any, remaining after the payment of the first two priorities shall be applied and distributed to the payment of any indebtedness secured by all Leasehold Mortgages that constitute liens on Lessees interest in the Project; Fourth\: The balance, if any, remaining after the payment of the first three priorities shall be applied and distributed to pay each Subtenant any amount to which such Subtenant is entitled for its leasehold improvements at the Project and, if such Subtenant's lease permits, the value of such Subtenant's leasehold interests and moving expenses; and Fifth\: The balance, if any, remaining after the payment of the above priorities shall be divided between the parties, with Lessee receiving ninety percent (90%) of such proceeds and Lessor receiving ten percent (10%) of such proceeds and distributed accordingly (except that nothing contained in this Article shall require payment to Lessor of any amounts hereunder in the event that Lessor or City of Hampton, Virginia, or any agency thereof is the condemning authority). " 9.4 Temporary Taking. If the whole or any part of the Leased Premises or the Improvements or of Lessee's interest in this Lease shall be taken in condemnation proceedings or by any right of eminent domain for a temporary use or occupancy, the Term shall not be reduced or affected in any way and Lessee shall continue to pay in full the Base Rent without reduction or abatement in the manner and at the times herein specified. Except only to the extent that Lessee is prevented from so doing pursuant to the terms of the order of the condemning authority, Lessee shall continue to perform and observe all of the other covenants, agreements, terms and provisions of this Lease as though such taking had not occurred. In the event of any such taking Lessee shall be entitled to receive the entire amount of any award made for such taking whether such award is paid by way of damages, rent or otherwise; provided, however, if the period of temporary use or occupancy shall extend beyond the date scheduled for the Expiration of the Term, such award, after payment to Lessor therefrom of the estimated cost of restoration of the Improvements to the extent that any such award is intended to compensate for damage to the Improvements, shall be apportioned by Lessor and Lessee as of such date of Expiration in the same ratio that the part of the entire period for which such compensation is made falling before the date of Expiration and that part falling after, bear to such entire period. 9.5 Condemnation Proceedingstc " 9.4Condemnation Proceedings " \l 2. Lessee, Lessor, and any Leasehold Mortgagee shall each have the right, at its own expense, to appear in any condemnation proceeding and to participate in any and all hearings, trials and appeals therein. 9.6 Notice of Condemnationtc "Notice of Condemnation " \l 2. In the event Lessor or Lessee shall receive notification of any proposed or pending condemnation proceeding affecting the Leased Premises or the Improvements, the Party receiving such notification shall promptly notify, by Notice, the other Party. 10. Assignments.tc "Assignments, Subleases and Mortgages" 10.1 Restriction Against Dispositions Before Substantial Completion of Project. tc "Restriction Against Dispositions Prior to Substantial Completion of Minimum Project. " \l 2 10.1.1 Until Substantial Completion, Lessee shall not make or create, or suffer to be made or created, any Disposition, without the prior written approval of the Lessor, except to enter into leasehold mortgage financing as permitted by Article 12. Thereafter, Lessee may, without the need to request or obtain the consent of Lessor, make or create, or suffer to be made or created, one or more Dispositions. 10.1.2 In the event that pursuant to the provisions of this Section 10.1 a request for approval of Lessor for a Disposition is made by Lessee, Lessor shall, by notice to Lessee, approve or deny such request for approval within forty-five (45) days of Lessors receipt of such request. 10.2 Permitted Dispositions to Subtenants. Notwithstanding anything in Section 10.1 or other Sections of this Lease to the contrary, Lessee may enter into a Sublease for the Restaurant and On-Site Parking or other contractual agreement with an operator for the Fishing Pier, at any time and from time to time from and after the Commencement Date and during the Term, with such Subtenants and upon such terms and conditions as Lessee shall, in its sole discretion, deem fit and proper. Notwithstanding the foregoing, any Sublease for the Restaurant shall require the prior approval of Lessor, which approval shall not be unreasonably withheld. Any Subtenant for the Restaurant shall have a proven track record in the restaurant business and shall be required to operate the Restaurant in strict conformity with the terms and conditions of this Lease. Additionally, any operator of the Fishing Pier shall be required to operate the Fishing Pier in strict conformity with the terms and conditions of this Lease. 10.3 tc " 10.4 " \l 2Liability. tc "Liability. " \l 2 In the event of a Disposition of all of the interest of Lessee concerning the Leased Premises, Lessee shall be relieved of all further liability arising hereunder with respect to the Leased Premises except for defaults of Lessee under this Lease that arose before such Disposition which remain uncured. 10.4 Obligations of Subtenants to Lessor. Except as set forth in Section 10.2, any Subtenant or other permitted occupant is not a successor or assignee of Lessee's obligations to Lessor merely by being a Subtenant or an occupant. 10.5 Project Financing and Mortgages. The provisions of this Article 10 are not intended to modify or supersede any of the rights granted Lessee, any Leasehold Mortgagee and any Subtenant under Articles 11 and 12 hereof. In the event that the provisions of this Article 10 conflict with or are inconsistent with any of the other provisions of Articles 11 and/or 12 hereof, the provisions of Articles 11 and 12 hereof shall control and the provisions of this Article 10 shall be construed and interpreted accordingly. 11. Subleasestc "Subleases " \l 2. 11.1 Right to enter into Subleases. Throughout the Term Lessee shall have the right, with the prior consent of Lessor, to sublet or subgroundlet portions of the Leased Premises and/or the Improvements at any time and from time to time. Each Sublease shall be subject and subordinate to this Lease. 11.2 Non-disturbance and Attornment. 11.2.1 Lessor covenants and agrees with Lessee for the benefit of each and every Subtenant from time to time occupying any part of the Leased Premises and the Improvements or having rights granted to it by Lessee with regard to the Leased Premises, which Subtenants shall be third party beneficiaries of this Section 11.2.1 as it may apply to each of them respectively, that in the event of a termination of this Lease, each such Subtenant may continue to occupy its premises under its pre-existing Sublease and enjoy the rights granted to such Subtenant in such Sublease; provided such Subtenant shall then attorn to Lessor (to the extent that such Subtenant occupies any part of the Leased Premises and the Improvements) and, if such Subtenant's Sublease does not provide for such attornment (and such Subtenant occupies any part of the Leased Premises and the Improvements), such Subtenant, promptly after the termination of this Lease, provides Lessor with a written statement of such Subtenant whereby such Subtenant attorns to Lessor. 11.2.2 (a) In addition to the provisions of Section 11.2.1 hereof, Lessor covenants and agrees with Lessee that Lessor shall, at the request of Lessee made from time to time enter into a non-disturbance and attornment agreement with any Subtenant identified by Lessee, which non-disturbance and attornment agreement shall provide for all terms set forth in Section 11.2.1 hereof and be in commercially reasonable form. Lessor shall execute and deliver to Lessee such a non-disturbance and attornment agreement or specify in writing its objections thereto within thirty (30) days after receipt of the form thereof from Lessee. (b) Notwithstanding anything to the contrary contained in this Lease, (i) in the event that this Lease is terminated as a result of the Improvements being damaged by a casualty or as a result of all or part of the Leased Premises being condemned, Lessor shall not be obligated to restore or rebuild the Improvements; and (ii) Lessor shall not be liable for or obligated with respect to (A) defaults and actions of Lessee, or (B) rents paid more than one (1) year in advance. 12. Leasehold Mortgage Financing. 12.1 Right to Leasehold Mortgage. 12.1.1 Lessee shall have the right at any time during the Term to encumber its leasehold estate in the Leased Premises by any Leasehold Mortgage or other encumbrance or lien with the prior consent of Lessor; provided, however, the amount secured by any such Leasehold Mortgage shall not exceed the total costs incurred by Lessee for the completion of the Project. 12.1.2 Lessee, and any Subtenant (to the extent permitted by Lessee), may grant security interests in or place liens upon any equipment or personal property (so long as such equipment or property is not a fixture integrated into the real property, which equipment or property could not be removed without permanent damage to the Leased Premises), without such interests or liens constituting a Disposition. Such equipment and personal property shall not be deemed to be "Improvements" under this Lease. During the Term, at the request of Lessee, Lessor shall, within forty-five (45) days of such request, execute and deliver a landlord's waivers of liens (including customary terms such as restoration of the premises) to facilitate such security interests and liens upon such equipment and personal property, which landlords waivers of liens shall be in a form and substance reasonably satisfactory to Lessee. 12.1.3 In any and all events, Lessee shall promptly notify Lessor of any encumbrance or lien that has been created on or attached to the Leased Premises (or its leasehold interest therein), whether by voluntary act of Lessee or otherwise. Such notices shall be in writing and, in the event of a voluntary act, in advance of such act. 12.2 Leasehold Mortgagee Not Obligated to Construct tc " 12.2 Leasehold Mortgagee Not Obligated to Construct " \l 2. Notwithstanding any of the provisions of this Lease to the contrary, including without limitation, those that are intended to be covenants running with the land, the holder of any Leasehold Mortgage authorized or permitted by this Lease (including any such holder who obtains title to the Leased Premises, or any part thereof as a result of foreclosure proceedings, or action in lieu thereof, and also including (a) any other party who thereafter obtains title to the Leased Premises, or such part from or through such holder or (b) any other purchaser at foreclosure sale other than the holder of the mortgage itself) shall in no way be obligated by the provisions of this Lease to construct or complete the Improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in this Lease be construed to so obligate such holder. 12.3 Rights of Leasehold Mortgagee. 12.3.1 Lessee's Acceptance. Lessor agrees to accept performance and compliance by any Leasehold Mortgagee of and with any term, covenant, agreement, provision, or limitation on Lessee's part to be kept, observed, or performed by Lessee hereunder. 12.3.2 Cure of Default. Following an Event of Default by Lessee, Lessor will take no action to terminate this Lease and/or the Term of this Lease as provided in Article 13, nor to reenter and take possession of the Leased Premises or the Improvements thereon, unless it shall first give Leasehold Mortgagee notice after the occurrence of any such Event of Default and stating the intention of Lessor either, on a date specified in such notice, to reenter and take possession of the Leased Premises and the Improvements thereon and to terminate the Lease. Notwithstanding such notice, this Lease and the Term shall not be terminated nor shall Lessor reenter and take possession of the Leased Premises or the Improvements, if: (a) such Event of Default can be cured by the payment of a fixed monetary amount and Leasehold Mortgagee shall make such payment within thirty (30) days after the date such notice is given; or (b) such Event of Default can be cured with the exercise of reasonable diligence by Leasehold Mortgagee after obtaining possession of the Leased Premises and the Improvements, and Leasehold Mortgagee or Leasehold Mortgagees designee, within ninety (90) days after the date of such notice, obtains the interest of Lessee in this Lease or Leasehold Mortgagee commences such proceedings (including, but not limited to, the filing of a petition for the appointment of a receiver) or commencement of foreclosure proceedings as it may deem necessary to obtain such possession (except that if Leasehold Mortgagee is precluded, notwithstanding the filing of a petition to the bankruptcy court for a waiver, from instituting or proceeding with such foreclosure by reason of a bankruptcy or insolvency proceeding filed by or against Lessee, said ninety (90) day period shall be extended by a period of time equal to the period during which Leasehold Mortgagee is so precluded from instituting or proceeding with such foreclosure) and thereafter diligently prosecutes such action and promptly upon obtaining such possession (or promptly upon its designee obtaining such possession) thereupon promptly commences (or its designee commences), and thereafter diligently pursues, the curing of such Event of Default; or (c) such Event of Default is not capable of being cured by Leasehold Mortgagee, even if possession of the Leased Premises and the Improvements were obtained by Leasehold Mortgagee or its designee, and Leasehold Mortgagee, within ninety (90) days after the date such notice is given, either obtains title to all of Lessee's right, title, and interest in and to this Lease (or Leasehold Mortgagee's designee obtains such interest) or publishes any required notice of foreclosure or institutes foreclosure proceedings, as the case may be, and thereafter proceeds with diligence to acquire (or have its designee acquire) the interest of Lessee in this Lease (except that if Leasehold Mortgagee is precluded from instituting or proceeding with such foreclosure by reason of a bankruptcy or insolvency proceeding filed by or against Lessee, said ninety (90) day period shall be extended by a period of time equal to the period during which Leasehold Mortgagee is so precluded from instituting or proceeding with such foreclosure), and such Event of Default, to the extent that the same shall have occurred prior to such acquisition of the interest of Lessee in this Lease by Leasehold Mortgagee or its designee, shall thereupon be deemed to have been waived. 12.3.3 Lease Termination; New Lease. (a) In the event of the termination of this Lease prior to its stated expiration date, Lessor shall give Leasehold Mortgagee notice of such termination (which notice shall set forth all amounts due under the Lease) and shall enter into a new lease for the Leased Premises that is encumbered by such Leasehold Mortgagees mortgage or deed of trust with Leasehold Mortgagee or, at the request of Leasehold Mortgagee, with an assignee, designee, or nominee of Leasehold Mortgagee for the remainder of the Term of this Lease effective as of the date of such termination, at the rate and upon the same covenants, Leases, terms, provisions and limitations as are herein contained, provided that: (i) Leasehold Mortgagee makes written request upon Lessor for such new lease within ninety (90) days after the giving of such notice of termination and such written request is accompanied by payment to Lessor of all amounts then due to Lessor in connection with the Leased Premises and the Improvements that is encumbered by such Leasehold Mortgagees mortgage or deed of trust of which Lessor shall have given Leasehold Mortgagee notice; (ii) Leasehold Mortgagee pays or causes to be paid to Lessor at the time of the execution and delivery of such new lease any and all additional sums which would at the time of the execution and delivery thereof be due under this Lease but for such termination and pays or causes to be paid any and all expenses, including reasonable attorneys' fees, court costs, and disbursements, incurred by Lessor concerning the Leased Premises and Improvements in connection with any such termination or in connection with the execution and delivery of such new lease and any conveyance of title to the Improvements; and (iii) Leasehold Mortgagee agrees to cure, within fifteen (15) days after the execution and delivery of such new lease, all uncured Events of Default of which Lessor shall have given Leasehold Mortgagee notice (except any Event of Default which is not capable of being cured by Leasehold Mortgagee, even if possession of the Leased Premises, or the Improvements were obtained, to the extent that same shall have occurred prior to the execution and delivery of such new lease, shall be deemed to have been waived), or if any such Event of Default cannot be cured within such period, Leasehold Mortgagee agrees to commence, within such period, to cure such Event of Default and thereafter pursues the same with due diligence. (b) Any new lease made pursuant to this subsection 12.3.3 shall (i) have the same relative priority in time and in right as this Lease, and (ii) have the benefit of all of the right, title, powers and privileges of Lessee hereunder in and to the Leased Premises and the Improvements (including, but not limited to, the purchase right set forth in Section 2.5 hereof). At Lessee's request, Lessor will enter into an agreement with Leasehold Mortgagee granting to Leasehold Mortgagee the rights set forth in this Section 12.3. 12.3.4 Notice to Lessor and Leasehold Mortgagee. If Lessee shall furnish Lessor with a written notice setting forth the name and address of a Leasehold Mortgagee, Lessor shall thereafter send to such Leasehold Mortgagee a copy of any notice given to Lessee under this Lease, and no such notice shall be deemed to have been properly given unless and until a copy thereof shall have been sent to Leasehold Mortgagee at the address specified in such notice. 12.3.5 Performance by Leasehold Mortgagee. No Leasehold Mortgagee shall have any liability for the performance of any of the covenants, conditions or obligations of Lessee under this Lease unless and until such time as Leasehold Mortgagee acquires title to the leasehold estate created by this Lease. 12.4 Subordination. Nothing contained in this Article 12 shall be deemed to prohibit a subordination of Lessor's fee simple interest in and to Leased Premises to the lien of an institutional lender, provided however that the terms of any such subordination shall be subject to the express, written approval of Lessor. The subordination of Lessors fee simple interest herein shall not be deemed to constitute a continuing obligation of Lessor. Lessor reserves the right to object to any further or subsequent subordination of its fee simple interest. Except as set forth herein, upon written request of Lessee, Lessor agrees to enter into and join in any mortgage, deed of trust or other such instrument encumbering the fee interest of Lessor in and to the Leased Premises, provided however that Lessor shall incur no liability with respect to such instrument. 12.5 Leasehold Mortgagees Rights Agreements. Lessor covenants and agrees with Lessee that Lessor shall, at the request of Lessee made from time to time and at any time, enter into a lenders rights agreement with any Leasehold Mortgagee (or potential Leasehold Mortgagee) identified by Lessee, which lenders rights agreement shall be consistent with the terms and provisions contained in this Article 12 that apply to Leasehold Mortgagees and Leasehold Mortgages. Within thirty (30) days of Lessee's request for a lenders rights agreement pursuant to the provisions of this Section 12.5, time being of the essence, Lessor, acting through the authorized officer of Lessor, shall execute and deliver to Lessee such a lenders rights agreement benefiting the identified Leasehold Mortgagee (or potential Leasehold Mortgagee) and such Leasehold Mortgagees Leasehold Mortgage (or potential Leasehold Mortgagees potential Leasehold Mortgage), which executed lenders rights agreement shall be in a form and substance that are reasonably acceptable to such Leasehold Mortgagee (or potential Leasehold Mortgagee) and that is consistent with, and at the option of such Leasehold Mortgagee (or potential Leasehold Mortgagee) incorporates, the terms and provisions of this Article 12 that apply to Leasehold Mortgagees and Leasehold Mortgages (such as the Leasehold Mortgagee notice provisions and the Leasehold Mortgagee cure rights provisions of this Article 12). 12.6 Modifications to this Lease. In the event that in connection with the closing of a Leasehold Mortgage, the Leasehold Mortgagee requires that this Lease be modified or amended in order to met such Leasehold Mortgagees commercially reasonable requirements provided that the Term, use restrictions and Rent are not modified, Lessor, within thirty (30) days of the date that Lessee provides Lessor with a proposed amendment to this Lease that incorporates such commercially reasonable requirements, time being of the essence, shall execute and deliver to Lessee such amendment. Lessee shall have the right to cause such amendment to be recorded among the Land Records. 13. Defaultstc "Defaults". 13.1 Lessor Defaulttc " 13.1 Lessor Default " \l 2. 13.1.1 Default. Upon the occurrence of any one of the following defaults by Lessor which is not cured within the time specified as to each (the term "Event of Default of Lessor" shall apply to such occurrences after the expiration of any permitted cure periods): (a) The material failure of Lessor to perform, observe, or comply with any covenant, term, or condition of this Lease to be performed, observed, or complied with by Lessor , which failure is not cured within ninety (90) days after written notice is given to Lessor (which notice shall specify the respects in which Lessee contends that Lessor has failed to perform any such covenant, term, or condition); provided, however, that if such default is not reasonably subject to cure within such period, and Lessor within such ninety (90) day period shall have commenced and shall continue diligently to prosecute all action necessary to cure such default after such notice, such failure shall not constitute an "Event of Default by Lessor; and 13.1.2 Lessee's Remedies for Event of Default by Lessor. If an Event of Default by Lessor shall occur, Lessee, to the fullest extent permitted by law, shall have the right to pursue any or all of the following remedies: (a) The right and option to terminate this Lease by giving notice of such election to Lessor whereupon this Lease and the Term shall terminate as of the date of such notice and to pursue a damage claim against Lessor for all damages incurred by Lessee; (b) The right and option to suspend all obligations concerning the construction and completion of the Project until such Event of Default of Lessor is cured or the curing of such Event of Default of Lessor is waived by Lessee (all deadlines contained herein shall be extended by the number of days contained in the period that commences on the date such Event of Default by Lessor has occurred and that terminates on the date such Event of Default by Lessor is cured or the curing of such Event of Default is waived by Lessee); (c) The right to a writ of mandamus, injunction, or other similar relief, as may be available to it under applicable law, against Lessor (including any or all of the members of its governing body, and its officials, agents, or representatives); or (d) The right to maintain any and all actions at law or suits in equity or other proceedings to enforce the curing or remedying of such default or for damages resulting from such default. 13.2 Lessee Default tc " 13.2 Lessee Event of Default " \l 2. 13.2.1 Default. Upon the occurrence of any one of the following defaults by Lessee which is not cured within the time specified as to each (the term Event of Default of Lessee shall apply to such occurrences after the expiration of any permitted cure periods): (a) Subject to the provisions of Section 15.1 hereof, failure of Lessee to perform, observe or comply with any material covenant, term, or condition of this Lease to be performed, observed or complied with by Lessee, which is not cured within sixty (60) days after written notice thereof (except that the cure period for non-compliance with the payment provisions of Article 3 of this Lease shall be ten (10) days); provided, however, that if such default is not reasonably subject to cure within such period, Lessee commences the cure of such default and thereafter, diligently prosecutes such cure, an Event of Default shall not be deemed to occur; (b) The filing by Lessee of a petition commencing a voluntary proceeding under the Federal Bankruptcy Code or any other federal, state, or local law or statute pertaining to bankruptcy or insolvency; a general assignment by Lessee for the benefit of creditors (excluding a Leasehold Mortgage in accordance with Article 12); an admission in writing by Lessee of its inability to pay debts as they become due; the filing by Lessee of any petition or answer in any proceeding seeking for itself, or consenting to, or acquiescing in, any insolvency, receivership, composition, readjustment, liquidation, dissolution, or other relief under any present or future statute, law, or regulation, pertaining to bankruptcy or insolvency or the filing by Lessee of an answer or other pleading admitting or failing to deny, or to contest, the material allegations of the petition filed against it in any such proceeding; the seeking or consenting to, or acquiescence by Lessee in, the appointment of any custodian, trustee, receiver, or liquidator of it, or any part of its property; or the commencement against Lessee of an involuntary proceeding under the Bankruptcy Code, or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution, or like law or statute pertaining to insolvency, which case or proceeding is not dismissed or vacated within sixty (60) days. 13.2.2 Lessors Remedies for Event of Default by Lessee. If an Event of Default of Lessee shall occur, Lessor, to the fullest extent permitted by law, shall have the right to pursue any or all of the following remedies: (a) Subject to Article 12, the Lessor may immediately terminate all rights of Lessee in and to this Lease; and (b) The Lessor may exercise any and all other remedies available to it at law or in equity. 13.3 tc "13.3 " \l 2Lessor's Right to Institute Proceedingstc "Lessor's Right to Institute Proceedings " \l 2. In the event of a material Event of Default by Lessee, subject to Article 12 hereof, Lessor shall have the right to institute such actions or proceedings it may deem desirable for effectuating the purposes of this Article 13, including without limitation the right to execute and record among the Land Records a written declaration of the termination of all rights and title of Lessee, its successors and assigns, in the Leased Premises and the revesting of the leasehold title thereof in Lessor, subject to mortgage liens upon any continuing leasehold interest effectuated by Article 12 hereof and as provided for above; provided, however, that any delay by Lessor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Article 13, shall not operate as a waiver of its rights, or deprive it of any such rights in any way, it being the intention hereof that Lessor should not be constrained (so as to avoid the risk or otherwise) to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved; nor shall any waiver in fact made by Lessor with respect to any specific default by Lessee under this Article 13 be considered or treated as a waiver of the rights of Lessor with respect to the particular default except to the extent specifically waived. 13.3.1 In the event of the termination of this Lease as provided in Section 13.3, Lessor shall retain all consideration paid to it pursuant to this Lease. In the event Lessor should complete a sale of the Leased Premises within six (6) months after such termination (as evidenced by the delivery of a deed by Lessor to a third party), Lessor shall pay Sales Profits, if any, to Lessee. Sales Profits shall mean the sum actually received by Lessor upon completion of such sale (including any deferred purchase money notes received by Lessor in connection therewith), less any and all costs and expenses of every nature and description incurred or borne by Lessor, including without limitation any costs and expenses incurred in connection with the ownership, development and operation of the Leases Premises, and the exercise of its rights and remedies under this Lease. Following the termination of this Lease, Lessor shall have the power to sell or otherwise dispose of the Leased Premises on such terms as it, in its sole discretion, deems appropriate, and Lessee shall have no right to approve the terms of such sale or other disposition or to participate in the negotiation thereof. 13.4 Cumulative Remediestc " 13.5 Cumulative Remedies " \l 2. Except as expressly limited by this Lease, the specified remedies to which Lessor or Lessee may resort under this Article 13 are cumulative and are in addition to, and not in lieu of, all other remedies to which Lessor or Lessee may be lawfully entitled at law or in equity in case of any default or threatened default by Lessor or Lessee of any provision of this Lease. The initiation of any remedy by Lessor or Lessee shall not constitute or be deemed an election of remedies by it and such party may invoke two or more remedies hereunder concurrently or consecutively. 13.5 Waiver. tc " 13.6 Waiver. " \l 2Failure of Lessor or Lessee to exercise any right or remedy hereunder shall not impair any of its rights nor be deemed a waiver thereof and no waiver of any of its rights shall be deemed to apply to any other such rights, nor shall it be effective unless in writing and signed by the waiving party. 13.6 Waiver of Jury Trial. Lessor and Lessee do hereby waive trial by jury in any action, suit, proceeding, and/or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease any claim of injury or damage, and/or statutory remedy. 14. Representations. 14.1 Representations by Lesseetc " 14.1 Representations by Lessee " \l 2. Lessee, as of the date of this Lease, makes the following representations and warranties, as the basis for the undertakings on Lessor's part herein contained: 14.1.1 Lessee is a corporation duly organized and validly existing under the laws of Virginia and has the power and authority to own its properties and other assets and to transact the business in which it is now engaged or proposed to engage. Lessee 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 the Commonwealth of Virginia. 14.1.2 Lessee has the power and authority to execute, deliver and carry out the terms and provisions of this Lease and all other instruments to be executed and delivered by Lessee in connection with its obligations hereunder. The execution, delivery and performance by Lessee of this Lease have been duly authorized by all requisite action by Lessee, and this Lease is a valid and binding obligation of Lessee enforceable in accordance with its respective terms, except as may be affected by applicable bankruptcy or insolvency laws affecting creditors' rights generally. 14.1.3 Lessee 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 Lessee 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 Lease, 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 Organization of Lessee or of any agreement or instrument to which Lessee 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 Lessee. 14.1.4 There are no actions, suits, investigations or proceedings (whether or not purportedly on behalf of Lessee) pending or, to the knowledge of Lessee, threatened against or affecting Lessee or the Project, or any other of the assets or properties of Lessee 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 Lessee, or of the Project, and Lessee 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. 14.1.5 To its best knowledge, Lessee 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 Lessee or of the Project. Lessee 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 Project is subject. 14.1.6 To Lessee's best knowledge, neither this Lease nor any document, certificate or financial statement furnished to Lessor by or on behalf of Lessee 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 Lessee which materially adversely affects or in the future may (so far as it is now known to Lessee) have a material adverse effect upon the business, operations, prospects, property, other assets or financial condition of Lessee or of the Project which has not been set forth in this Lease or in other documents, certificates and financial statements furnished to Lessor or on behalf of Lessee in connection with the transactions contemplated hereby. 14.2 Representations by Lessor. Lessor, as of the date of this Lease, makes the following representations and warranties, as the basis for the undertakings on Lessee's part herein contained: 14.2.1 Lessor is a municipal corporation of the Commonwealth of Virginia, with full legal right, power, and authority to enter into and perform its obligations under this Lease. 14.2.2 Lessor has the power and authority to execute, deliver and carry out the terms and provisions of this Lease and all other instruments to be executed and delivered by Lessor in connection with its obligations hereunder. The execution, delivery and performance by Lessor of this Lease have been duly authorized by all requisite action by Lessor, and this Lease is a valid and binding obligation of Lessor enforceable in accordance with its respective terms, except as may be affected by applicable bankruptcy or insolvency laws affecting creditors' rights generally. 14.2.3 To its best knowledge, Lessor 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 Lessor or of the Project. Lessor 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 Project is subject. 15. Miscellaneous Provisionstc "Miscellaneous Provisions". 15.1 Force Majeuretc "Force Majeure " \l 2. For the purpose of any of the provisions of this Lease, neither Lessor, nor Lessee, 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, 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 15.1 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 Lease 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) Lessee may not rely on its own acts or omissions as grounds for delay in its performance, (b) Lessor may not rely on its own acts or omissions as grounds for delay in its performance, and (c) the absence of immediately available funds shall not be grounds for delay. 15.2 Estoppel Certificates. tc "20.27 Estoppel Certificates. " \l 2Lessor and Lessee, at any time and from time to time, upon not less than thirty (30) days prior written notice from a party hereto, or to a person designated by such party, such as a mortgagee or lender of Lessee, shall execute, acknowledge, and deliver to the party requesting such statement, a statement in reasonably acceptable form to the requesting party certifying, among other matters, (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) stating whether or not, to the best knowledge of the signer of such certificate, Lessor or Lessee is in breach and/or default in performance of any covenant, agreement, or condition contained in this Lease and, if so, specifying each such breach and/or default of which the signer may have knowledge, and (c) any other factual matters reasonably requested in such estoppel certificate, it being intended that any such statement delivered hereunder may be relied upon by the party requesting such statement and/or any person not a party to this Lease (if such other person is identified at the time such certificate was requested). 15.3 Lessor's Rights of Accesstc "Lessor's Rights of Access " \l 2. Subject to the rights of a Subtenant under its Sublease, Lessee agrees that Lessor and Lessor's duly authorized agents shall have the right at all reasonable times during normal business hours and following reasonable prior notice (except that no notice shall be required in the event of an emergency) to enter upon the Leased Premises and the Improvements and to examine and inspect the same. 15.4 Noticestc "Notices " \l 2. A notice, communication, or request under this Lease by Lessor to Lessee or by Lessee to Lessee 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: 15.4.1 Notice to Lessor. Each Notice to Lessor shall be addressed as follows: City Manager/Authorized Designee City of Hampton 22 Lincoln Street Hampton, Virginia 23669 With a copy to: Vanessa T. Valldejuli, Esquire Deputy City Attorney One Franklin Street, Suite 600 Hampton, Virginia 23669 15.4.2 Notice to Lessee. Each Notice to Lessee shall be addressed as follows: Boone Builders, Inc. Ronald W. Boone, Sr., President 809 E. Ocean View Avenue Norfolk, Virginia 23503 With a copy to: Iazaak D. Glasser, Esquire Glasser & Macon, P.C. 1121 South Military Highway P.O. Box 13336 Chesapeake, Virginia 23325 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. 15.5 Fees and Commissionstc "Fees and Commissions " \l 2. Lessor and Lessee each represents to the other that there are no claims for brokerage or other commissions or finder's or other similar fees in connection with the transactions contemplated by this Lease insofar as such claims shall be based on arrangements or agreements made by or on behalf of the Party so representing. 15.6 Waivertc "Waiver " \l 2. No consent or waiver, express or implied, by Lessor or Lessee to or of any breach or default by the other Party in the performance by such other Party of the obligations thereof under this Lease shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Party of the same or any other obligations of such other Party under this Lease. Failure on the part of either Lessor or Lessee to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of how long such failure continues, shall not constitute a waiver of such Party of the rights thereof under this Lease. 15.7 Severabilitytc "Severability " \l 2. If any provision of this Lease or the application thereof to any Entity or circumstance shall be invalid or unenforceable to any extent, the remainder of this Lease and the application of such provisions to any other Entity or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 15.8 Nondiscrimination/Drug-Free Workplace. Employment discrimination by Lessee shall be prohibited. During the performance of this Lease, Lessee agrees as follows: 15.8.1 Lessee will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national 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/consideration reasonably necessary to the normal operation of Lessee. Lessee agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 15.8.2 Lessee, in all solicitations or advertisements for employees placed by or on behalf of Lessee, will state that Lessee is an equal opportunity employer. 15.8.3 Notices, advertisements and solicitations placed in accordance with federal law, rules or regulations shall be deemed sufficient for the purpose of meeting the requirements of this Section 15.8. 15.8.4 Lessee will provide a drug free workplace for Lessees employees, and 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 Lessees workplace and specifying the actions that will be taken against employees for violations of such prohibition. 15.8.5 Lessee will state in all solicitations or advertisements for employees placed by or on behalf of Lessee that Lessee maintains a drug free workplace. 15.8.6 Lessee shall include the provisions of this Section 15.8 in every subcontract or purchase order over $10,000.00 arising out of this Lease so that the provisions will be binding upon each subcontractor or vendor. 15.9 Amendmenttc "Amendment " \l 2. Neither this Lease nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Party against whom enforcement of the change, waiver, discharge or termination is sought. 15.10 Terminologytc "Terminology " \l 2. All personal pronouns used in this Lease, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Unless otherwise expressly stated, titles of Articles, Sections, Subsections and Paragraphs of this Lease are for convenience only, and neither limit nor amplify the provisions of this Lease, and all references in this Lease of Articles, Sections, Subsections or Paragraphs shall refer to the corresponding Article, Section, Subsection or Paragraph of this Lease unless specific reference is made to the articles, sections or subdivisions of another document or instrument. 15.11 Binding Agreementtc "Binding Agreement " \l 2. Subject to the restrictions on Dispositions set forth herein, this Lease shall inure to the benefit of and be binding upon Lessor and Lessee and their respective heirs, executors, legal representatives, successors and assigns. Whenever in this Lease a reference to Lessor, Lessee or any Entity is made, such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors and assigns of Lessor, Lessee or such Entity. 15.12 Interpretationtc "Interpretation " \l 2. No provision of this Lease shall be construed against or interpreted to the disadvantage of either Lessor or Lessee by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or dictated such provision. 15.13 Governing Lawtc "Governing Law " \l 2. This Lease and the obligations of Lessor and Lessee hereunder shall be interpreted, construed and enforced in accordance with the Laws of the Commonwealth of Virginia. Any lawsuit, action, or proceeding arising under this Lease shall, to the extent there is federal jurisdiction over the parties and subject matter, be brought exclusively in the City of Hampton, Virginia or in the federal court for the Eastern District of Virginia 15.14 Relationship of Partiestc "Relationship of Parties " \l 2. No express or implied term, provision or condition of this Lease shall or shall be deemed to constitute Lessor and Lessee as partners or joint venturers. 15.15 Indemnitytc "Indemnity " \l 2. Lessee is and shall be in exclusive control of the Project, and Lessor shall not in any event whatsoever be liable for any injury or damage to any person or property happening on, in, about or in connection with the Leased Premises, the Parking Property, or any part thereof. Lessee shall indemnify and hold harmless Lessor and all entities claiming by, through or under Lessor from 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 use and occupation of the Leased Premises and/or the Parking Property, 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 Lessor. Lessee shall assume on behalf of Lessor and all entities claiming by, through or under Lessor, and conduct with due diligence and in good faith, the defense of all such claims, suits, actions and proceedings against Lessor or any entity claiming by, through or under Lessor, whether or not Lessee is joined therein, even if such claims, suits, actions or proceedings be groundless, false or fraudulent, and Lessee shall bear the costs of all judgments and settlements in connection therewith. Maintenance of the insurance referred to in this Lease shall not affect the obligations of Lessee under this Lease, and the limits of such insurance shall not constitute a limit on the liability of Lessee under this Section 15.15. 15.16 Limitation of Liabilitytc "Limitation of Liability " \l 2. The term Lessor as used in this Lease so far as covenants or obligations on the part of Lessor are concerned shall be limited to mean and include only the owners at the time in question of the fee title to the Leased Premises, and in the event of any transfer or transfers of the title to the Fee, Lessor herein named (and in case of any subsequent transfers or conveyances the then grantor) shall be automatically relieved from and after the date of such transfer or conveyance of all personal liability as respects the performance of any covenants or obligations on the part of Lessor contained in this Lease thereafter to be performed; provided that, any funds in the hands of such Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, shall be turned over to the grantee and any liquidated amount then due an payable to Lessee by Lessor or the then grantor under any provision of this Lease, shall be paid to Lessee, it being intended hereby that the covenants and obligations contained in this Lease on the part of Lessor shall, subject as aforesaid, be binding on Lessor, its successors and assigns, only during and in respect of their respective successive periods of ownership. 15.17 Representatives Not Individually Liable. No member, official, representative, or employee of Lessor shall be personally liable to Lessee or any successor in interest in the event of any default or breach by Lessor for any amount which may become due to Lessee or successor or on any obligations under the terms of this Lease. No partner, member, representative, or employee of Lessee or any of its members shall be personally liable to Lessor in the event any default or breach by Lessee for any amount which may become due to Lessor or on any obligations under the terms of this Lease. 15.18 Entire Agreement. This Lease incorporates all prior negotiations and discussions between the parties regarding the subject matter and represents the entire agreement of Lessor and Lessee for the Project. 15.19 Third Party Beneficiary. tc "20.16 Third Party Beneficiary. " \l 2Except as otherwise provided in Subsection 11.2.1 hereof, nothing contained in this Lease shall be construed to confer upon any other party the rights of a third party beneficiary. 15.20 Payment or Performance on Saturday, Sunday, or Holidaytc "20.17 Payment or Performance on Saturday, Sunday, or Holiday " \l 2. Whenever the provisions of this Lease call for any payment or the performance of any act on or by a date that is not a Business Day, including the expiration date of any cure periods provided herein, then such payment or such performance shall be required on or by the immediately succeeding Business Day. 15.21 Incorporation into Agreement. tc "20.19 Incorporation into Agreement. " \l 2All exhibits, schedules, and recitals form a part of this Lease. 15.22 Applicable Laws. tc "20.22 Compliance with Laws. " \l 2 Nothing in this Lease shall be construed to (a) limit or prevent Lessee 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 Lease, no provision of this Lease shall be construed to require Lessee to comply with any applicable law during the period that Lessee 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 Lessee's challenge is successful, Lessee shall not be required by the provisions of this Lease to comply with such applicable law. 15.23 Time of the Essence.tc "20.24 Time of the Essence. " \l 2 Time is of the essence in the performance of the obligations of Lessor and Lessee under this Lease. 15.24 Sovereign Immunity. Whenever in this Lease Lessor is required to join in, consent, give its approval, or otherwise act under this Lease, it is understood that such obligations are meant to apply to the Lessor acting in its capacity as a lessor and not in its capacity as a municipal corporation of the Commonwealth of Virginia. Nothing in this Lease shall be construed as a waiver of (i) Lessor's powers, rights or obligations as a municipal corporation of the Commonwealth of Virginia, whether or not affecting the Leased Premises, or (ii) Lessee's rights as corporate "citizen" of the City of Hampton, Virginia. Nothing in this Lease or any action taken by Lessor pursuant to this Lease shall constitute or be construed as a waiver of either the sovereign immunity or governmental immunity of the Lessor, or of its appointed officials, officers or employees. The provisions of the preceding two sentences of this Section shall not be applicable at any time that Lessor is not the City of Hampton or any body politic or other governmental agency. 15.25 Recording of Lease. Upon execution of this Ground Lease by both Parties, Lessor shall have the right, at Lessors expense, to record in the Land Records of the City of Hampton, the Ground Lease and/or a memorandum thereof (which Lessee shall execute upon presentation by Lessor). IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease under seal, the day and year first above written. LESSOR: CITY OF HAMPTON By:__________________________________ City Manager/Authorized Designee LESSEE: BOONE BUILDERS, INC., a Virginia corporation By: ____________________________________ Ronald W. Boone, Sr. President Approved as to Form: __________________________ Deputy City Attorney EXHIBIT A Legal Description of the Leased Premises EXHIBIT B Development Agreement EXHIBIT C Encumbrances EXHIBIT D Sketch of Restauranttc "Encumbrances"     PAGE  PAGE 33 PAGE 34 PAGE 35 4   0 2 6 9 @ . < ) = ^ s 3>BM@FJQWa{žhgsYh_P!5>*CJ h_P!CJ h@;CJ hgsYCJjhgsY5>*CJUhgsY5>*CJ h7RCJ h7R5CJ hgsY5CJhgsY5>*CJ hgsYCJ>  8 9 - . ) * \ ] $  HP !$1$a$gd`$$ ,p@ P !$1$`a$gd` $ ,p@ P !$1$a$gd`  HP !$1$.] @A>?{~NW *"$$ ,p@ P !$1$`a$gd`{X]  M v %"(","?""""d#j#v##$%$$$$$$$?%G%w%%&&''9(=(x(((((()h)ĻhgsY5CJaJhgsYCJaJ h9$CJhgsY5>*CJ h?CJ hCJ h7RCJ hgsY5CJ hgsYCJ hzCJF*"+"""b#c#$$$$$$=%>%u%v%&&''6(8( $ ,p@ P !$1$a$gd`$$ ,p@ P !$1$`a$gd`8(v(w())))++,,1r$'$ ,p@ P !$1$`a$gd`!'$ & p@ P !$1$`a$gd` $ ,p@ P !$1$a$gd`$$ ,p@ P !$1$`a$gd` h)i))))))))))+,,,,.#.<.p... //00001111Y3c33446666 6)6*6,6-616?6@6Y6Z6/7ͶԲԲͶԊͶԀhgsY>*B*phhbZZh9$B*phhgsYB*phhgsYB*phh9$B*phhzh9$ hgsY5 hgsYjhgsY5>*U hgsY5>*hgsY hgsYCJhgsY5>*CJhgsY5>*CJjhgsY5>*CJU2113366,6-6.7/7uSS!'$ & p@ P !$1$`a$gd` $ ,p@ P !$1$a$gd`#($ ) p@ P !$1$`a$gd`$'$ ,p@ P !$1$`a$gd` '$ ,p@ P !$1$a$gd` /757a7 88088A9Q9\9;;;;;;;;;;;;<'<*<<===g>w>>>@@A@C@G@I@N@O@l@m@p@}@@@@@@AAAAAAէ϶϶ hTXCJ hgsYCJjhgsY5>*CJUhT5>*CJ h`0CJ hTCJhu"hgsYCJhbZZhbZZ5CJ hbZZCJ hgsY5CJ h?CJ h9$CJh`0hgsYCJhgsY5>*CJ hgsYCJ6/7c7d7D9E9;;;; ==@@A@AAAAEaHbH 8 & F gdu"($ ,p@ P !$`1$^``a$gd` $ ,p@ P !$1$a$gd`AAAAAAAAAABBBBBBBCrC}CCC9DADDDEEEEEEFFgGGGȻϲϪϮϲӟvgv\h`05>*CJaJhSqhSqB*CJaJphhSqhSqCJaJhSqhTCJaJh?CJaJhSqhL vCJaJhSqhgsYCJaJh&hL vhbZZ hgsYjhgsY5>*U hgsY5>*hgsYhSqhu" hgsYCJ hgsY5CJjhgsY5>*CJUhgsY5CJ#GGG`HaHkH{HII$I&I'I(I0IIIIIIJ1J@J^JKKKKKKKLLLNNN{s{ksk{k`h&Eh&ECJaJh%CJaJhN[CJaJhgsYCJaJh%hgsYCJaJh#4[h#4[CJaJh&ECJaJh#4[CJaJ h#4[h#4[h#4[h#4[CJH* h#4[CJ h*CJ hgsYCJhSqhgsYCJaJhSqhSqB*CJaJphhSqB*CJaJphhSqhSq5>*CJaJ#bHKK|P}PQQSSVVVV*CJ h`0CJ hN[CJ hgsYCJhgsY5>*CJaJhgsYCJaJhN[B*CJaJphhgsYB*CJaJphh%CJaJhN[CJaJh&ECJaJh#4[h&ECJaJ2[[[P\Q\a\___`%akaabbbcccccdd7d8d:dAdKdLdadbdff!f"f8f9fggggg̼~h!alhgsY5>*CJaJh!alh&E5>*CJaJ hgsY5 hgsYjhgsY5>*U hgsY5>*hgsY hgsYCJhgsY5CJjhgsY5>*CJUhu"hgsYCJhgsY5>*CJ hgsY5CJ h&ECJ hgsYCJ)ccc:d;dffgg*l+lmm"n#npp($ ,p@ P !$p1$^p`a$gd`$a$gd`!'$ & p@ P !$1$`a$gd` $ ,p@ P !$1$a$gd`gggg h hCh_hijjjjjjj&k.k2kEkHkdkkk*l4l?l@lVlWlfll`mdmmmmnn:oʿxqxkdxqx hgsY5CJ h2wCJ hgsYCJjhgsY5>*CJUhgsY5>*CJ hgsYCJh!alh!alCJaJh!alCJaJh!alhpCJaJh!alh-CJaJh!alh.CJaJh!alhgsYCJaJh!alh&ECJaJh!alhgsYCJaJ&jh!alhgsY5>*CJUaJ':o;o*CJ h@"1CJ hbCJ hMCJ h>CJ hPJCJ hgsYCJjhgsY5>*CJUhgsY5>*CJ h-CJ hgsY5CJ hgsYCJhu"hgsY5CJ h?CJhu"hgsYCJ8pss*t+t{{{{||܀݀LM\]#$ ) p@ P !$1$`a$gdb$ ) p@ P !$1$a$gdb $ ,p@ P !$1$a$gd`'(QR($ ,p@ P !$`1$^``a$gd` $ ,p@ P !$1$a$gd`ҖӖcSTYכݛ,ԟ $+,nkpE   h/bCJhgsY5>*CJhgsY>*CJjhgsYCJUhgsY5>*CJ h-CJ hgsY>*CJh- hgsYjhgsY5>*U hgsY5>*hgsY hgsYCJ hgsYCJjhgsY5>*CJU5\]RS՛֛Οa*$ /0p@ P !$01$^`0a$gd`#$ 20p@ P !$1$a$gd`'$ 20p@ P !$1$^a$gd`''$ 20p@ P !$1$`a$gd` Οϟ ./ik'$ 20p@ P !$1$^a$gd`#$ 20p@ P !$1$a$gd`kDE  ]]]]]]($ ,0p@ P !$1$^`a$gd`$$ ,0p@ P !$1$`a$gd`2$a$gd`"$ /0p@ P !$1$a$gd`*$ /0p@ P !$1$^`a$gd`  pv{JKQV-2).$*cdm}AYZ\rs!"#$({|4AX|ȹڹȹڹȲڥڛ hMCJhgsY5>*CJjhgsY5CJU hgsY5CJjhgsY5>*CJUhgsY5>*CJhgsY>*CJ hgsYCJjhgsYCJU h/bCJ hgsY>*CJ hgsYCJ: uvP-.+,'^+$ 20p@ P !$`1$^``a$gd`#$ 20p@ P !$1$a$gd`'$ 20p@ P !$1$^a$gd`($ ,0p@ P !$1$^`a$gd` '("#bfg:;QR*+'$ 20p@ P !$1$^a$gd`#$ 20p@ P !$1$a$gd`+PQGH 67OP+$ 20p@ P !$`1$^``a$gd`#$ 20p@ P !$1$a$gd`|!*?Ee8FPQbclmnos|} 7<B34IUZz~ǾدhThgsY5CJ hCJjhgsY5>*CJUhgsY5CJhgsY5>*CJ hgsY5CJhgsY5>*CJ hgsYCJjhgsYCJU h/bCJ hgsYCJ<deNO23YZ%$$ 20p@ P !$1$a$gd`+$ 20p@ P !$`1$^``a$gd`#$ 20p@ P !$1$a$gd`devMQV:Wcgopzaet * 0(德ʠߧߧ姑h@"15>*CJ hCJ hgsY>*CJ hMCJhgsY5>*CJ hgsYCJjhgsYCJUhgsY5>*CJ hTCJ hCJ h@"1CJ hgsYCJhThgsY5CJhTh5CJ4ZWX78,-+$ 20p@ P !$p1$^p`a$gd`+$ 20p@ P !$p`1$^p``a$gd`#$ 20p@ P !$1$a$gd` - lFlF%$ &  P !$ 1$^ `a$gd` $ ,p@ P !$1$a$gd`!$ &  P !$ 1$^ a$gd`#$ 20p@ P !$1$a$gd`+$ 20p@ P !$`1$^``a$gd` j '(iiiiiiiii $ ,p@ P !$1$a$gd`$$ ,p@ P !$1$^a$gd`'$ ) @ P !$01$^`0a$gd($ ,p@ P !$p`1$^p``a$gd` (;=> K34Qwi r  G 0KFY&'4wpwwpfpwhgsY5>*CJ hgsYCJjhgsY5>*CJU hgsY5CJ hTCJhgsY5>*CJhgsYCJaJhhp[B*CJaJhphhTB*CJaJhphhgsYB*CJaJhphhgsY5>*CJaJhgsYCJaJ hMCJ hu"CJ hgsYCJhu"hgsY5>*CJ()*78$% l!$ & p@ P !$1$^a$gd'$ ) p@ P !$`1$^``a$gd $ ,p@ P !$1$a$gd`($ ,p@ P !$`1$^``a$gd` 468=>/0`a $% !)0*,./%:%j%&ӿӹӹӹӳӹӪӞӉӉh-tPhgsYhgsY5>*CJ hgsYCJjhgsYCJUhgsY5>*CJ hCJ h-tPCJ hu"CJ hgsY>*CJ hgsY5CJ hgsYCJhu"hgsY5CJhu"hgsY5>*CJhM5>*CJ hM5CJ4  *,wj ,$ $1$a$gd`$ ) p@ P !$1$a$gd-tP%$ & p@ P !$01$^`0a$gd $ ,p@ P !$1$a$gd`!$ & p@ P !$1$^a$gd ,/%0%&&&&&&,bb#$ ) p@ P !$1$^a$gd'$ ) p@ P !$01$^`0a$gd4$ ^a$gd $ ,p@ P !$1$a$gd`#$ ) p@ P !$1$^a$gd &&L&M&&&&&''+','0'W'^'_')))),,j1}1~1111133334 444A5G5I5]5_5`56666666667799;;??sCuCCCF hgsY5CJ h9CJ hjKCJ hCCJ h@"1CJ hgsY>*CJhgsY5>*CJhgsY5>*CJ hgsYCJjhgsYCJU hCJ hgsYCJ h-tPCJ@,,b1c133@5A566667799;;??uCvC($ ,p@ P !$`1$^``a$gd` $ ,p@ P !$1$a$gd`vCFFIIJJDKEKMMPPPPZZ$($ ,p@ P !$1$`a$gd` '$ ,p@ P !$1$a$gd` $ ,p@ P !$1$a$gd`FFIIJJMPPPPPPPPPPQ QWXX X XXZZZZZ'[([[[_ ` `0`1`H`c`aaaaacccccccdķ᩟ķķᑍhEt hgsYCJhChJPjhgsYUhjK hgsY>* hgsYjhgsY5>*U hgsY5>* hgsYCJjhgsY5>*CJUhgsY hCCJhgsY5>*CJ hgsYCJ h9CJ5Z__aaccdd*d=dff*$ /0@ P !$@ 1$^@ `a$gd` '$ ,0@ P !$1$a$gdEt&'$ /0@ P !$1$`a$gd`'($ 20p@ P !$1$`a$gd` d.d*CJUh@"1CJaJhJPCJaJhJPhgsYCJaJhgsY5>*CJ h!alCJhgsYCJaJh!alhgsYCJaJhJPhJPCJaJhgsY hgsYCJ hJPCJ h@"1CJ7=dUdpdqdrdtddddddeXeZereeeeee $^a$gd`*$ /0@ P !$@ 1$^@ `a$gd`"$ /0@ P !$1$a$gd`ef5fGfefhfhh&j'jll{n|n&o'oMqNq$a$gd` $`a$gd`#$ 20p@ P !$1$a$gd`"$ /0@ P !$1$a$gd` $^a$gd`*m+m|n}nnnnnnnno%o&o'o)o*o0o2o3o:oppLqMqNqPqQqWqYq_qqqqqqqqqqrrrrrrrʿ㬤{{{{whJPhphJPCJaJhphpCJaJh@"1hphJPhpCJaJhpCJaJhJPhJPCJaJhJPCJaJhJP5>*CJaJhJPhJP5>*CJaJhJPhgsYCJaJh@"1CJaJ hgsYCJjhgsY5>*CJU.Nqqqrrtt1u2uvv.w/wzx#$ 20p@ P !$1$a$gd`&'$ /0@ P !$1$`a$gd`"'$ /0@ P !$1$a$gd`9$a$gd` $da$gd`$a$gd` rrrrsssttttttttttttu0u1u2u=uvvvvv#v$v8v9v.w/w9wDwEw[w\w_w`wzzzz.z/zKzLz||$|)|7|8|Q|R|h}m}r}}¾Ÿ·›Ÿ·Ÿ··hEt hgsYCJ hgsYjhgsY5>*U hgsY5>*hjKhgsYhCh!alCJaJh@"1hphpCJaJhphJPCJaJhphpCJaJh@"1CJaJ=zz||h}NO01''$ 20p@ P !$1$`a$gd`&'$ /0@ P !$1$`a$gd`#$ 20p@ P !$1$a$gd`}}}}E~MNOTXop016;DEYZ\]^~ŇƇÌŌÏŏǏӏޏ Đʐ̐ϐ궯ژ hEt5CJ hpCJjhgsYU hEt5>* hEt5hgsYOJQJh!alhiXjhEt hgsY5>*hp hgsYCJhgsYB*RHphhgsY hgsYjhgsY5>*U:ÐĐa;&$ /0@ P !$1$`a$gd`'$ 20p@ P !$1$`a$gd`''$ 20p@ P !$1$`a$gd`&'$ /0@ P !$1$`a$gd`''$ 20p@ P !$1$`a$gd`ϐېMNPQ$*,/7>@Aij[_`dʖ˖0178ؘ̘ґҘؘҊҊҘؘ҂zhpCJaJhgsYCJaJ hgsY>*CJ hEt5CJjhgsYCJUhiXjhgsYCJhiXjhiXj5CJhiXj5>*CJ hEtCJ hpCJ hiXjCJ hgsYCJ hgsYCJjhgsY5>*CJUhgsY5>*CJhEt5>*CJ-#$01TVvwa'$ 20p@ P !$@1$`a$gdPJ'$ 20p@ P !$1$`a$gd`&$ /0@ P !$1$`a$gd`'$ 20p@ P !$@1$`a$gd` 8JK?_ۘ"V]gpvsuvwx_efݝ23ɾvovoici hPCJ h-tPCJ h_P!5CJh_P!5>*CJ h_P!CJh`0h_P!5CJ h`0CJ hgsYCJhPJhgsYCJaJhPJCJaJh`0CJaJh:DCJaJh!al5>*CJaJhPJ5>*CJaJh!alCJaJhpCJaJhgsYCJaJhgsY5CJaJhgsY5>*CJaJ&wg?g'$ 2P `p@ 1$^a$gd`#$ 20p@ P !$1$a$gd`+$ 2l< | \ ,1$^`a$gd`&$ /0@ P !$1$`a$gd`"$ /0@ P !$1$a$gd`-WXYgh__+$ 20p@ P !$ 1$^` a$gd`#$ 2l< | \ ,1$a$gd`+$ 2l< | \ ,1$^`a$gd`#$ 20p@ P !$1$a$gd` ̝2c#$ 20p@ P !$1$a$gdn#$ 20p@ P !$1$a$gd-tP'$ 20p@ P !$1$`a$gd`+$ 20p@ P !$ 1$^` a$gd`23?@Yjklxy $1$a$gdn$  HP !$1$a$gd`#$ 20p@ P !$1$a$gd-tP $1$a$gd` $1$a$gd-tP"$ /0@ P !$1$a$gd`3?@XZklxyǞўҞ   ξηʚwh)0J1mHnHuhZ_t hZ_t0J1jhZ_t0J1UhWjhWUhgsY5>*jhgsY5>*U h_P!5>*hnhgsY5>*CJhgsY hgsY5>* hnCJhgsY5>*CJ h_P!CJ h_P!5CJ h-tPCJh_P!5>*CJ, )&`#$gdn$a$gd`3$a$gd` Hp@ 1$gdn$ Hp@ 1$a$gd` Hp@ 1$gd-tP $1$a$gdn    ()*+,-./$a$gd` )&`#$gddN1$)&`#$ )$&`#$a$) #$&'()-./hgsYhWhZ_t hZ_t0J1h)0J1mHnHu hn0J1jhn0J1U5........()()()&PP8$<0BP/ =!"#$% 5........()()()&PP8$<0BP/ =!"#$% 7........()()()&P8$:pn<0BP/ =!"#$% 5........()()()&PP8$<0BP/ =!"#$% 8........()()() 0&PP8$<0BP/ =!"#$% :@@@ Normal1$_HhmH sH tH \@\ Heading 1+$  HP !$@&a$CJDA@D Default Paragraph FontViV  Table Normal :V 44 la (k(No List jj 1AutoList2#$ 01$^`0a$CJ_HhmH sH tH ZZ 2AutoList2$`1$^`a$CJ_HhmH sH tH ZZ 3AutoList2$`1$^`a$CJ_HhmH sH tH Z"Z 4AutoList2$`1$^`a$CJ_HhmH sH tH Z2Z 5AutoList2$`1$^`a$CJ_HhmH sH tH ZBZ 6AutoList2$`1$^`a$CJ_HhmH sH tH ZRZ 7AutoList2$`1$^`a$CJ_HhmH sH tH ZbZ 8AutoList2$`1$^`a$CJ_HhmH sH tH jrj 1AutoList1#$ 01$^`0a$CJ_HhmH sH tH ZZ 2AutoList1$`1$^`a$CJ_HhmH sH tH ZZ 3AutoList1$`1$^`a$CJ_HhmH sH tH ZZ 4AutoList1$`1$^`a$CJ_HhmH sH tH ZZ 5AutoList1$`1$^`a$CJ_HhmH sH tH ZZ 6AutoList1$`1$^`a$CJ_HhmH sH tH ZZ 7AutoList1$`1$^`a$CJ_HhmH sH tH ZZ 8AutoList1$`1$^`a$CJ_HhmH sH tH jj 1AutoList3#$ 01$^`0a$CJ_HhmH sH tH ZZ 2AutoList3 $`1$^`a$CJ_HhmH sH tH ZZ 3AutoList3!$`1$^`a$CJ_HhmH sH tH Z"Z 4AutoList3"$`1$^`a$CJ_HhmH sH tH Z2Z 5AutoList3#$`1$^`a$CJ_HhmH sH tH ZBZ 6AutoList3$$`1$^`a$CJ_HhmH sH tH ZRZ 7AutoList3%$`1$^`a$CJ_HhmH sH tH ZbZ 8AutoList3&$`1$^`a$CJ_HhmH sH tH FOrF Legal 2'1$CJ_HhmH sH tH FOF Legal 1(1$CJ_HhmH sH tH > @> Footer) !$CJ>> Header* !$CJvv Legal 46+ & p@ P 1$^CJ_HhmH sH tH zOz Legal 39, ) p@ P !1$^CJ_HhmH sH tH \\ TOC 23- & p@ P ^CJ^^ TOC 16. ) p@ P !^CJ00 Footnote Ref00 Default Para.)@. Page NumberzC@"z Body Text Indent<2 ,0p@ P !$1$`CJ<O< FilenameText31$CJR@B Body Text Indent 2A4 ) p@ P !$01$^`0CJH@RH  Balloon Text5CJOJQJ^JaJRbR Style0 67$8$H$ CJOJQJ_HaJmH sH tH 6Uq6 Hyperlink >*B*phfOf Sq Article6_L3*8$ & F 1$7$8$@&H$a$ CJaJh2B@2 JP Body Text9x3l/"7#n$%&89-.)*\]@A > ? {~NW*+bc=>uv6 8 v w !!!!##$$))++..,.-..///c/d/D1E13333 55@8A89999=a@b@CC|H}HIIKKNNNN>AABBDCECEEHHHHRRWWYY[[\\*\=\U\p\q\r\t\\\\\\]X]Z]r]]]]]]^5^G^e^h^``&b'bdd{f|f&g'gMiNiiijjll1m2mnn.o/orrtthuNwOw0x1xÈĈ#$01TVvw-WXYgh̕23?@Yjklxy    ()*+,-00@0@0@0@0@0@0@0@0@0@0@0@0@0@000@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@00@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@0@000@0@'0@0@0@0@'0@'0@'0@'0@'0@'0@(0@0'0@'0@0@0000@0@0@0@0@0@0@0@0@0@0@0(8009@09@09@09@09@09@09@09@09@09@09@09@09@090@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@'09@09@09@090@09@09@0909@09@09@09@09@09@09@09@09@09@09@0909@0909@0909@09@09@0909@0909@09@09@09@09@09@09@09@09@09@09@09@09@09@'09@'09@'09@'09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@209@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@0909@09@09@09@09@0909@0909@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@0909@09@09@09@09@09@09@0909@0909@09@09@09@09@09@09@0909@09@09@0909@0909@0909@0909@0909@0909@09@0909@09@09@09@09@09@09@0909@0909@0909@0909@0909@0909@0909@09@09@09@09@,0909@09409@09@09@0909@0909@0909@0909@0909@0909@0909@09@09@0909@0909@0909@0909@0909@0909@0909@09@09@09@09@09@09@09@'09@09@09@09@(09@(09(09@(09@'09@'09@'09@'09'09@'090909@09090909@09@09@09@09@09@09@09@09@09@0909@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@09@0909@0909@0909@0909@0909@09909@909909@'09'09@09'09@09@'09@09@'09@'09@09'09@09'09@09@'09@'09'09@'09'09@'09'09@'0909@0909@0909@09@09@09@09@0909@09@09@09@09@09@09@09@09@09@09@0909@09@09@09@090909@090909@09@09@0909@090909@09@09@09@090909@09@0909@09090909@0@0@0@0@0@0300@0y00@0y00@0y00@0y00@)0@)0@0@)0@)0@0@0@)0@)0@)0@0@)0@)0@0@0@)0@0y00++..,.-..///c/d/D1*d*l+lssssttxxLyMy\{'gNiijjln0{00 ظZy00 y00y00y00y00y00y00y00y00{00{00{0 0 (qy0 0y0 0y0 0y0 0 y0 0 y0 0 y0 0 {00y00{00y00{00{00{00{00{00{00{00{00@0 &&&&&&&&&&&&555555DDDDDDDDFI{h)/7AGN[g:o|(4&Fd*mr}ϐ83 / ] *"8(1/7bHcpΟk '+Z- ,,vCZ=deNqzw2/    . !&-05<?I!!!!@  @H 0(  0(  B S  ?_DV_C5_DV_C6 _Toc86084726_DV_M155 ((._@0((._@0G~ tϲ~~ ~~ T~ ~~ ~t~ "~  ~\u"~ T~ ~,"~ |p#~f~ dv~ԯ~ ~\~ D7"~ T~\"~ J~y ~ \# ~t; ~  ~ B ~~ ~ d~ܽ~ ,~,~ m~ ~ Do~ײ~ ċ~~ ~ $~ D ~X~  ~L~ Ty ~y!~ Z"~ TZ#~ <$~ |%~l&~ '~(~)~ 2*~ 3+~ w,~Tw-~ T.~/~  0~L1~ 2~ T3~y4~ Dy5~t((###((FF//y1y11BBB5\5\C\C\X\X\a\j\\\\\\\]]]]]]^^8^8^J^J^V^_^*v*v:vggw0      !"%#$&'(+)*,-.0/31245678:9;<=>?@ABCDEF''55###((FF//111BBB<\<\T\T\_\i\o\o\\\\\\\]]]]]]4^4^@^F^T^^^d^d^6vBvBvs!!  0   !"$%#&'(*+),-.0/23145678:9;<=>?@ABCDEFZE*urn:schemas-microsoft-com:office:smarttags PlaceNamehttp://www.5iantlavalamp.com/ZG*urn:schemas-microsoft-com:office:smarttags PlaceTypehttp://www.5iantlavalamp.com/n'*urn:schemas-microsoft-com:office:smarttags PostalCode0http://www.5iamas-microsoft-com:office:smarttagsiB*urn:schemas-microsoft-com:office:smarttagsState0http://www.5iamas-microsoft-com:office:smarttagsiC*urn:schemas-microsoft-com:office:smarttagsStreet/http://www.5iantlavalampft-com:office:smarttagskD*urn:schemas-microsoft-com:office:smarttagsaddress0http://www.5iamas-microsoft-com:office:smarttagsh:*urn:schemas-microsoft-com:office:smarttagsCity0http://www.5iamas-microsoft-com:office:smarttagsVF*urn:schemas-microsoft-com:office:smarttagsplacehttp://www.5iantlavalamp.com/ GFEDCBFGFEGFE:F:FBFGFEGFEF:DC:FB'DCF:B'DCF:B'DCDCF:B'GFEFFGEGFEF:F::FBFNNdd  '-0  '-03NNfdd]g֓ד';uu   '-0-0GF2wu"T}!9$EtMWp_P!@"1@;8IAPJjKLwNJP-tP7RTXgsY5ZbZZp[#4[]/bpdiXj!alSqZ_tquL v.:DzzS XWdNLS&N[`9*WbP)-zlnwm>?Y6`0&EC%|0T?-\r0A0@Ps/P@UnknownGz Times New Roman5Symbol3& z ArialO1 CourierCourier New5& zaTahoma"h!3F!3F!3F<,Z<,Z d ߇2QHP?02    kkglassOh+'0x  ( 4 @ LX`hp     Normalkkglass2Microsoft Office Word@@b@b@b<,Z՜.+,0      :G  Title  !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~      !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXZ[\]^_`bcdefghmRoot Entry Fpw8oData 1TableFvWordDocument(SummaryInformation(YDocumentSummaryInformation8aCompObjq  FMicrosoft Office Word Document MSWordDocWord.Document.89q