ࡱ> ?A<=>'` bjbj d`,AAAAAAA$(AxxxPhxLyl(A|,z,z"NzNzNz{ l 8WYYYYYY$Th@}Aϰ{{ϰϰ}AANzNz4ϰpANzANzWϰWAAKNz z N x?p\0LKAKģDҬģģģ}}^ģģģϰϰϰϰ(A$LA$pA^$(ALApA^(A(A(AAAAAAA DEVELOPMENT AGREEMENT By and Between CITY OF HAMPTON and BRUCE SMITH As of April 9, 2010 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this Agreement) is made as of the ___ day of April, 2010, by and between CITY OF HAMPTON, a municipal corporation of the Commonwealth of Virginia (the City), BRUCE SMITH (the Developer) or Assigns. RECITALS A. Subject to the terms and provisions of this Agreement, the Developer desires to acquire, develop and construct new residential housing (the Project as hereinafter defined) on those certain parcels of real property located in the Buckroe Area of the City of Hampton, Virginia consisting of ten (10) city owned lots and a portion of a city alley totaling approximately 65,438 square feet (1.5022 acres) bounded on the east by Second Street, on the south by Pembroke Avenue and on the west by North Mallory, the final acreage to be determined by a boundary survey (the Property), as shown on Exhibit A . B. The City finds that it is in the public interest of the citizens of the City and that it is consistent with the Citys economic development goals and the 2005 Buckroe Master Plan, as amended, for the Project to be developed in order to increase tax revenues and stimulate revitalization of the area surrounding the Property. C. It is the intention of the parties hereto that the Developer shall assume significant financial risk in undertaking the Project and that all risks of cost overruns, labor difficulties, and the like, that are integral to making the Project a success after fulfillment of the Citys obligations hereunder, are the sole responsibility of the Developer. DEFINITIONS For the purposes of this Agreement, and in addition to terms defined elsewhere in this Agreement, the following defined terms shall have the meanings described thereto in this Definitions Section. Act shall have the meaning given in Section 3.1.6. Assigns shall mean any legal entity which is controlled by Bruce Smith, or an entity in which Bruce Smith is a general partner or manager, or the owner of at least 51% of the capital stock, partnership interest or membership interest. City Representative means the City Manager of the City of Hampton or her designee. City shall mean the City of Hampton, Virginia, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia. Clerk's Office shall mean the Clerk's Office of the Circuit Court of the City of Hampton, Virginia. Closing Date shall have the meaning given in Section 4.3. Code Requirements means the building code and zoning laws, rules, regulations and site plan and subdivision requirements of the City applicable to the Project including, without limitation, the SPI-BBD zoning, the 2005 Buckroe Master Plan, as amended and the 2007 Buckroe Bayfront Pattern Book. Deed Restrictions shall have the meaning given in Section 4.3. Deposit shall have the meaning given in Section 4.1. Due Diligence Period shall have the meaning given in Section 3.1.6 Effective Date shall mean the date on which this Agreement has been approved by the City Council and executed by all parties hereto. Event of Termination shall mean those events listed in Article VI. Hazardous Substances shall have the meaning set forth in Section 3.1.6. Master Plan shall mean the 2005 Buckroe Master Plan, as amended. Pattern Book shall mean the 2007 Buckroe Bayfront Pattern Book. Plans shall have the meaning set forth in Section 3.1.2. Project shall have the meaning set forth in Article I. Site Plan means the formal engineered site plan and subdivision plat for the Project as required by the City Code. Soils Condition Credit shall have the meaning set forth in Section 3.2. Title Defects shall have the meaning set forth in Section 3.1.5. Title Documents shall have the meaning set forth in Section 3.1.5. AGREEMENT In consideration of the mutual promises and undertakings of the parties, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Developer and the City agree as follows: THE PROJECT TC  The Project TC . Subject to the other provisions of this Agreement, the Project shall consist of signature single or multifamily homes on the Property that shall incorporate recommendations contained in the Master Plan and the Pattern Book design guidelines including open space, parking and setbacks. The residential structures shall consist of high quality materials and finishes such as cementitious fiberboard siding and will include wide front porches. The Project shall (i) comply in all respects with the SPI-BBD zoning regulations and the Deed Restrictions as hereafter defined; (ii) be consistent with the recommendations contained in the Master Plan and Pattern Book design guidelines; (iii) shall be comparable in appearance to the homes depicted in the Pattern Book; and (iv) comply in building materials and general quality with the recommendations and requirements of the Citys Director of Planning. Because of the unique design guidelines set forth in the Pattern Book and the SPI-BBD zoning regulations, and the Citys vision for the Buckroe Area as set forth in the Master Plan, the ultimate size, configuration, building materials and general quality of the Project shall be determined by the Planning Director as set forth in the SPI-BBD zoning regulations and the Pattern Book. Green Design. The Project shall include the utilization of high performance green building design and energy-efficient features to promote sustainable housing and conserve energy consistent with the SPI-BBD zoning regulations which require LEED ND standard to a silver level. Infrastructure Improvements TC . The "Project" shall include, design and construction of on-site utilities, infrastructure plus necessary off-site connections associated with the Project, which may include water, sewer, storm drainage, street lights, irrigation systems, electricity and other utility services and curb and gutter, the costs of which shall be borne by the Developer. The Developer will work with the city staff to identify all potential infrastructure requirements during the Due Diligence Period as defined below and shall develop an exhibit listing infrastructure improvements required of the Developer to be attached hereto as Exhibit B prior to the Closing Date. All street cuts to be patched in accordance with the Citys Public Works standard in place at the time of the work. Additionally, the Developer shall be responsible and bear the costs of any repair, replacement or upgrade of improvements and utilities, or construction of new improvements in the public right of way between the boundary line of the Property and the curb line of adjoining streets, hereinafter to include, but not be limited to street lights, curb and gutter, paver sidewalks, landscaping, including trees, tree wells and pedestrian amenities, all in accordance with the Master Plan and Pattern Book, and as shown on the approved Site Plan or as may be damaged by construction activity. All streets intended to be public streets must comply with City and VDOT standards for acceptance into the State system for maintenance. All alleys that are not otherwise vacated by the City shall remain public. PRELIMINARY CITY RESPONSIBILITIES TC  City Responsibilities TC . Upon execution and delivery of this Agreement by all parties, the City shall undertake the following responsibilities in connection with the Project: Survey. The City shall prepare and deliver to the Developer a boundary survey of the Property. The Developer shall have the right to utilize such survey in connection with the development of the Project. Delivery of Title Documents. The City shall provide to the Developer all studies, reports, information and other materials it has in its actual possession relating to the Property, including back title reports and any information relating to environmental conditions on the Property. The Developer acknowledges that the City shall not be held responsible for the content of any study, report, information, or other materials provided to the Developer hereunder. Easements/Vacation of Property Lines/Alleys. To the extent practicable, the City will modify, implement or remove any City easements and vacate property lines as required for development of the Project to the extent such modification, implementation or removal does not impair, existing utility easements and City services to adjacent properties or the public. Modification does not include the physical relocation of utilities necessary to serve City services and adjacent properties. Notwithstanding the foregoing, the City also expressly reserves the right to reserve any necessary utility easements to serve the Project and the public. The City will agree to prepare a vacation application only for that portion of the alley fronting Pembroke Avenue and abutted by the city owned lots, but subject to the SPI-BBD zoning regulations and the Pattern Book which require rear-entry garages. Such vacation will be by separate vacation process that must be approved by City Council. The City will convey the vacated portion of the alley which acreage has been included in the square footage comprising the Property. City Representative. The City Representative shall receive any and all submissions and to grant any and all approvals with respect to the Project not governed by the Citys site plan or SPI-BBD review processes. The City Representative may delegate these duties to the Director of Planning as noted in Section 3.1.2 of this Agreement. THE DEVELOPER'S RESPONSIBILITIES The Developers Responsibilities TC . Promptly upon the Effective Date the Developer shall undertake the following responsibilities: [OMITTED] Required Submissions. The Developer shall submit to the Director of the Director of Planning, for review and approval, before the commencement of any land-disturbing or constructions activity, the following: Site Plan and any Preliminary Subdivision Plat, as applicable; Detailed elevations of all sides of buildings; Detailed floor plans; Landscape, streetscape and lighting plan; and Sample building materials. The items listed above, once approved by the Citys Director of Planning shall be referred to hereafter as the Plans. Before any land-disturbing or construction activity commences on the Property, the City shall have received a letter from the Director of Planning to the effect that the proposed development, as defined by Plans above, is consistent with the Master Plan, the Pattern Book, and this Agreement. The review and approval of the items listed in this Sub-section is a process which is additional to the Citys site-plan or subdivision and SPI-BBD review process and accordingly, approval by such City employees of such items shall not be deemed to be an acknowledgment or certification by such City employees that such items are in compliance with any Code Requirements. 3.1.3 Zoning & Building Approvals. The Project shall comply with, and the Developer shall obtain such permits, authorizations, variances and approvals from the City as may be required by, all applicable Code Requirements. Additionally, the Developer shall obtain all necessary permits, authorizations and approvals from the City to construct the Project. Nothing contained in this Agreement shall be deemed a waiver of any of the Citys normal permit and approval process or fees, and the Developer recognizes and agrees that all licenses, permits, consents, inspections and approvals which must be obtained for the development of real estate in the Buckroe Area of the City will likewise be required in conjunction with the Project and are not waived by virtue of this Agreement, notwithstanding any provision of this Agreement to the contrary. 3.1.4 The Developer Funds. The Developer shall arrange for equity investment and/or debt financing sufficient to cover the costs that the Developer will incur in completing the Project, under terms and conditions acceptable to the Developer. Review of Title. Upon receipt of the documents delivered to it by the City pursuant to Section 2.1 hereof, and any title commitment ordered by the Developer for the Property (collectively, the "Title Documents"), the Developer shall examine such Title Documents and give notice to the City, as provided herein, of any tenancies, liens, encumbrances, conditions, restrictions or defects (the "Title Defects") affecting title to the Property that are not acceptable to it. Upon the failure of the City to eliminate all Title Defects within 60 days after its receipt of notice from the Developer of the same, the Developer may attempt, but shall not be obligated, to eliminate such Title Defects at its own expense. Should the Developer not elect to cure, or not successfully cure or waive the Title Defects within 60 days after the expiration of the City's cure period, the Developer may terminate this Agreement by notice to the other. In the event of termination as set forth herein, the Deposit as hereinafter defined shall be returned to the Developer within 14 business days and thereafter, the parties shall not have any further rights against, or obligations or liability to the other hereunder except as specified in Section 3.1.6. Hazardous Substances. The Developer shall accept the Property "as is, where is", and the City shall not have any liability for the existence of Hazardous Substances (as such term is defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980), as the same may be amended from time to time (the "Act"), in or on the removal or cleanup thereof. Notwithstanding the foregoing, the Developer is hereby granted 90 days from Effective Date (the Due Diligence Period) to review all information it deems relevant in connection with the Project, to inspect the Property in order to examine the soils and subsurface conditions of the Property and determine the existence of any extraordinary adverse soils conditions or extraordinary adverse sewer or stormwater matters or any other adverse conditions affecting the Property. For purposes of this Agreement the term extraordinary adverse soils conditions shall mean soils conditions or underground obstructions that are not normal to soils in this specific area of Buckroe, Virginia and the term extraordinary adverse sewer or stormwater matters or conditions are sewer and stormwater matters or conditions that cannot be remedied or addressed through the normal regulatory process or by allowing the Project sewer and/or stormwater systems to be directly tied into the Citys existing sewer and stormwater systems. The term extraordinary adverse soils conditions shall specifically exclude unstable subsurface conditions or underground obstructions associated with pre-existing foundations or basements from buildings, underground storage tanks, or structures constructed on the Property. The Developer shall deliver to the City all site assessments, engineering studies and any other data that may be helpful to the City in assessing the nature and extent of the issue. Access shall be at the Developers sole risk and expense. The City shall not be responsible for and the Developer shall indemnify and hold harmless the City and its agents, employees, volunteers, servants and officials against any and all claims, obligations, demands, actions or suits for bodily injury or property damage by any person arising from such access or the conduct of activities on the Property by the Developer, its agents, contractors, representatives, successors and assigns. Neither the Developer nor any of its agents or contractors shall suffer or cause to be created any lien or encumbrance arising from such activities, and the Developer shall repair any damage to the Property resulting from such access. If the Developer determines, in its sole discretion, during the Due Diligence Period the existence of extraordinary adverse soils conditions or extraordinary adverse sewer or stormwater matters, or information or any other adverse conditions affecting the Project or the Property, the Developer may terminate this Agreement by giving the Citys Representative written notice of termination not later than 5:00 p.m. on the last day of the Due Diligence Period. Upon receipt of such notification, the Deposit shall be returned to the Developer within 14 business days and thereafter, the parties shall not have any further rights against or obligations or liability to the other hereunder except as specified in this Section 3.1.6. Failure to notify the Citys Representative of termination of this Agreement as provided herein constitutes a waiver of the Developers right to terminate for extraordinary adverse soils conditions or extraordinary sewer and stormwater conditions, or information or any other adverse conditions, and acceptance of the Property as aforesaid. The obligations set forth in this Section 3.1.6 shall survive Closing, delivery of the Deed or termination of this Agreement. Soils Condition Credit. If rather than terminate this Agreement pursuant to Section 3.1.6 the parties agree upon the costs of remediation or removal of the extraordinary adverse soils conditions or extraordinary adverse sewer and stormwater matters, or information or any other adverse conditions affecting the Project or the Property and agree on the portion of such costs that will be borne by the City (the Soils Condition Credit), the Developer shall proceed with such remediation and removal. The Purchase Price for the Property shall be reduced by the Soils Condition Credit, as set forth below. In no event shall the Soils Condition Credit exceed the Purchase Price. DEPOSIT; PURCHASE OF PROPERTY;Reverter TC  Deposit TC . The Developer shall pay to the City a deposit in the amount of Fifteen Thousand and 00/100 Dollars ($15,000.00) (the Deposit) no later than 60 days from the Effective Date. The Deposit shall be held by the City without interest (or, if invested at interest, such interest shall be the property of the City) until the first to occur of (i) Closing, or (ii) the occurrence of an Event of Termination. If the former, the Deposit shall be applied to Purchase Price at Closing. If the latter and such Event of Termination is pursuant to Section 6.1, the City shall retain the Deposit and the Developer shall have no rights therein. If the latter and such Event of Termination is pursuant to Sections 3.1.5, 3.1.6 or 6.2, the City shall pay the Deposit to the Developer upon demand. Purchase Price. Upon satisfaction of the terms and conditions of this Agreement, including any contingencies, the City agrees to sell and convey to the Developer and the Developer agrees to acquire the Property from the City. The purchase price for the Property shall be ONE HUNDRED SIXTY-FIVE TWO HUNDRED FORTY-TWO AND NO DOLLARS ($165,242.00) (the Purchase Price) at a per acre price of $110,000 per acre (subject to adjustment based on the final acreage of the Property as shown on a survey to be obtained by the City, and any Soils Credit). The Purchase Price shall be paid in lawful money of the United States of America in cash, by certified check, or wire transfer at Closing. 4.3 The Closing. The closing (Closing) of the Property shall take place within fifteen (15) days after the resolution of any extraordinary soils conditions and Title Defects, whichever occurs last (the Closing Date) or at such other earlier time as the Developer may elect with 7 calendar days prior written notice to the City. The Closing shall take place at the Office of the City Attorney, Real Estate Division, 22 Lincoln Street, Hampton, Virginia. At Closing, the City shall deliver to the Developer a good and sufficient deed (the Deed) with Special Warranty of Title. In order to preserve the integrity of the Master Plan and the Pattern Book and ensure that development of the Property occurs according to the Master Plan and Pattern Book, and the SPI-BBD zoning requirements, the City will convey the Property subject to deed restrictions requiring strict compliance with the SPI-BBD zoning regulations and requirements, the Master Plan and the Pattern Book (the Deed Restrictions). The Deed Restrictions shall be incorporated into the Deed and the Developer, its successors and assigns shall be bound by the Deed Restrictions in its ownership and use of the Property. In addition to the Deed Restrictions, the design and construction requirements contained in this Agreement shall be continuing obligations (including the Reverter Provision of Section 4.4) which shall be included in a Post-Closing Agreement to be recorded at the Developers expense and simultaneously with the Deed in the Clerks Office or the Agreement itself may be recorded in the alternative. The Developer shall be responsible for the following closing costs: (i) fees and grantee taxes for recording the Deed in the Clerks Office, (ii) title insurance premiums, (iii) financing costs, and (iv) its own attorneys fees and other expenses. The City shall be responsible for any delinquent or deferred real estate taxes and stormwater utility fees and its own attorneys fees and other expenses. The City is exempt from grantors taxes on the Deed. Any real estate property taxes and stormwater utility fees shall be prorated as of the Closing Date. The Developer acknowledges that except as to special warranty of title, the Property will be sold to the Developer AS IS, WHERE IS, WITH ALL FAULTS without any representations or warranties from the City, either expressed or implied. 4.4 Reverter. In the event the Developer fails to obtain the first building permit by December 30, 2011, subject to the force majeure provisions of Section 12.9, the City shall have the right to repurchase the Property at the original purchase price of $165,242.00( as adjusted at the original Closing based on the final acreage of the Property as shown on a survey obtained by the City, and any Soils Credit), whereupon the Developer shall forthwith convey the Property back to the City by Special Warranty deed free and clear of liens and encumbrances other than (i) those encumbering the Property at the time conveyed by the City to the Developer, (ii) those contained in the deed from the City to the Developer or (iii) those otherwise created or approved by the City. Settlement shall take place in the Office of the City Attorney, Real Estate Division within thirty (30) days after the Citys written notice to the Developer to repurchase the Property. In the event the Developer for any reason fails or refuses to convey title back to the City as required herein, then, the City shall have the right to enter upon and take possession of said Property, along with all rights and causes of action necessary to have title to the Property conveyed back to the City. In the event the City exercises its option to repurchase the Property as set forth under the reverter provision of Section 4.4 and the Property is encumbered by a mortgage, under no circumstances shall the City be held liable with respect any remaining mortgage balance or deficiency. It is understood and agreed that the City will exercise a good faith effort to proceed with the review and approval processes in a reasonable and timely manner so as not to delay the construction of the Project; provided, however, that the Developer must respond to review comments in a timely fashion so an not to unduly delay the review process. Any bad faith delay caused by the City shall not trigger this reverter. Notwithstanding the foregoing, the City will agree to release the reverter, at the sole cost and expense of the Developer, upon evidence of the issuance of the first building permit on or before December 30, 2011. This provision shall survive Closing and delivery of the Deed. PROJECT DEVELOPMENT Construction of the Project. Upon completion by the Developer of the activities and responsibilities, the resolution of any Title Defects and extraordinary soils conditions, and Closing all as set forth in Articles III and IV hereof, the Developer shall commence, or cause others to commence construction of the Project. Subject to the force majeure provisions of Section 12.9, the Developer shall thereafter diligently pursue construction of the Project in accordance with the terms and conditions set forth herein, and shall obtain its first building permit no later than December 30, 2011. Failure to obtain the first building permit as set forth shall constitute a default and an Event of Termination and shall subject the Property to the reverter provision of Section 4.4 above. TC "ARTICLE III HOTEL GRANT" \f C \l "1"  Construction Issues. 5.2.1 The Developer agrees that the Project shall be constructed in full compliance with all applicable federal, state and local laws, rules and regulations and that all construction shall be of good quality and shall be made in a workmanlike manner consistent with the highest industry standards. The Developer agrees to supervise and direct construction of the Project using its best skill and attention, and agrees that it shall be solely responsible for all construction methods, techniques and procedures. The Developer shall be responsible for any costs associated with changes to local laws made necessary by changes in state and federal legislation or regulations. 5.2.2 During construction of the Project, the Developer shall keep the Property clean and in good order, free of trash and construction debris. If the Developer fails to do so, the City may issue a written warning to the Developer identifying the section of the Property that the Developer has failed to maintain as set forth herein. If the Developer does not correct the condition within 30 days of its receipt of such written notice, the City may clean the Property and charge the Developer for all its costs and expenses incurred therein. Inspections TC . During construction of the Project, members of the Citys Office of Building Inspection may make periodic inspections at reasonable times after notice to the Developer (unless inspections are requested by the Developer or any contractor or subcontractors on the Project, in which case no notice shall be required) to ensure ongoing compliance with Code Requirements and regulations, approved plans and specifications, and compliance with the Developers obligations under this Agreement. Homeowners Association. If it is deemed necessary by the Developer or the City that a Homeowners Association (HOA) is needed to effect any continuing maintenance obligations of any open space, infrastructure or other elements of the Project development, the City retains the right to review and approve all HOA documents for compliance with Code Requirements. This provision shall survive Closing and delivery of the Deed. EVENTS OF TERMINATION  TC  Events of Termination by the Developer TC . Each of the following shall constitute an Event of Termination by the Developer: Breach of any material covenant, obligation or requirement of the Developer arising under this Agreement, the Deed, or the Post-Closing Agreement including an Event of Termination in this Section 6.1, and the continuation of such breach for 30 days after receipt of written notice from the City specifying the nature and extent of such breach, or if such breach cannot reasonably be cured within such 30 day period, the failure of the Developer to commence to cure such breach within such 30 day period and to diligently pursue same to completion. The filing by the Developer of a voluntary proceeding or the consent by the Developer to an involuntary proceeding under present or future bankruptcy, insolvency, or other laws respecting debtors rights. The entering of an order for relief against the Developer or the appointment of a receiver, trustee, or custodian for all or a substantial part of the Property or assets of the Developer in any involuntary proceeding, and the continuation of such order, judgment or decree unstayed for any period of 90 consecutive days. The failure of the Developer to obtain the first building permit by December 30, 2011, subject to force majeure. Events of Termination by the City TC . Each of the following shall constitute an Event of Termination by the City: The failure of the City to perform or to observe any covenant, obligation or requirement of this Agreement not specifically named as an Event of Termination in this Section 6.2, and the continuation of such failure for 60 days after receipt of written notice from the Developer specifying the nature and extent of any such default, or if such default cannot reasonably be cured within such 60 day period, the failure of either (i) to commence to cure such default within such 60 day period and to diligently continue to pursue such efforts to cure to completion, or (ii) to cure such Event of Termination within a reasonable time after the expiration of the first 60 day period, and to diligently pursue the same to completion. Additionally, should the City terminate the Agreement pursuant to its exercise of the reverter as specified under Section 4.4 and Section 6.1.4, the City shall not be liable, under any circumstances, for any deficiency on any remaining mortgage balance if the Property is encumbered by a mortgage. City Remedies TC . Should an Event of Termination by the Developer occur hereunder, the City may, by written notice to the Developer, terminate this Agreement, and, in addition, may exercise any remedies available to it at law or in equity, except that the Developer shall not be liable to the City for damages that are consequential, exemplary or punitive in nature, but shall be liable only for recovery of out-of-pocket costs actually incurred by the City or the after execution of this Agreement. All remedies provided to the City under this Agreement shall be cumulative and not restrictive of other remedies, including, without limitation, specific performance or the Citys exercise of the reverter as specified in Section 4.4 above. 6.4 The Developers Remedies TC . Should an Event of Termination by the City occur hereunder, the Developer may seek specific performance, or by written notice to the City terminate this Agreement, upon which termination the Developer may exercise any remedies available to it at law or in equity, except that the City shall not be liable to the Developer for damages that are consequential in nature, but shall be liable only for recovery of out-of-pocket costs actually incurred by the Developer after execution of this Agreement. INSURANCE  TC  General Liability Insurance TC . The Developer shall carry comprehensive general liability insurance insuring the Developer against any and all liability for injury to or death of a person or persons and for damage to property in any way occasioned by or arising out of the activities of the Developer and its agents, contractors or employees, in connection with the design and construction of the Project in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) for any single occurrence along with an umbrella general liability policy of not less than Five Million Dollars ($5,000,000). Such policy or policies shall specifically include pile driving operations. The Developer 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 the Developer and its affiliates and/or the affiliates of a member of the Developer, so long as the coverage required in this Section 7.1 is separate and specific to the Project. Policy Requirements TC . The following general requirements shall apply to all insurance coverage carried by the Developer pursuant to Section 7.1: Financially Sound Company. Such policies shall be procured from financially sound and reputable insurers licensed to do business in the Commonwealth of Virginia and have an A.M. Best rating of not less than A-8 or, if not rated with A.M. Best, the equivalent of A.M. Bests surplus size of A-8 (or otherwise approved by the City). Certificates of Insurance. The Developer shall deliver to the City policies or certificates of insurance evidencing such coverage before the commencement of construction. Replacement Certificates of Insurance. Within 30 days before expiration of coverage, or as soon as practicable, renewal policies or certificates of insurance evidencing renewal and payment of premium shall be delivered by the Developer to the City. Non-Cancelable Without Notice. The coverages shall be non-cancelable unless the carrier gives to the City 30 days prior written notice of cancellation. Environmental Considerations. Any costs or expenses associated with environmentally related violations of the law, the creation or maintenance of a nuisance, or releases of Hazardous Substances, including, but not limited to, the cost of any clean up activities, removals, remediations, responses, damages, fines, administrative or civil penalties or charges imposed on the City whether because of actions or suits by any governmental or regulatory agency or by any private party, as a result of the storage, accumulation, or release of any Hazardous Substances, or any noncompliance with or the failure to meet any federal, state or local standards, requirements, laws, statutes, regulations, or the law of nuisance by the Developer (or by its agents, officers, employees, contractors, subcontractors, consultants, sub-consultants, or any other persons, corporations or legal entities employed, utilized or retained by the Developer) in the performance of this Agreement under the Due Diligence activities under Section 3.1.6 or from the Closing Date, shall be paid by the Developer. This Subsection shall survive the termination or expiration of this Agreement and Closing on the Property. Workers' Compensation Insurance TC . The Developer shall maintain such workers' compensation insurance as may be required pursuant to the laws of the Commonwealth of Virginia. EQUAL OPPORTUNITY EMPLOYER/USE OF MINORITY SUB-CONTRACTORS/Prohibition Against Employment of Unauthorized Aliens TC  Equal Opportunity Employer TC . The Developer is an Equal Opportunity Employer. In keeping with this policy, the Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, natural origin, age, disability or any other basis prohibited by State law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Developer. Similarly, the Developer will continue to administer all other personnel matters (such as compensation, benefits, transfers, lay-offs and training) in accordance with the requirements of federal and state law. In addition, the Developer will use its best efforts to recruit well-qualified minorities for its work force, and the Developer's representatives will meet with representatives of the City from time to time to identify appropriate techniques for such recruitment. The Developer shall also require that each of its construction contractors or subcontractors are also Equal Opportunity Employers and that they extend the same policies as set forth in this Article VIII to their respective personnel. Mandatory Contract Provisions TC . The Developer agrees to insert the following requirements in all bid documents, contracts and purchase orders of over $10,000 pertaining to this Agreement, and to require all contractors to include such requirements in its subcontracts over $10,000: that such contractors and subcontractors, as applicable, will not discriminate against any employee or applicant for employment because of race, color, religion, 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 reasonably necessary to the normal operation of the contractor or subcontractor, as applicable; that such contractors and subcontractors, as applicable, will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of Section 8.2.1(a) hereof. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section 8.2.1; that such contractors and subcontractors, as applicable, will provide a "drug-free workplace" for the contractor's or subcontractor's employees, with "drug-free workplace" meaning a site for the performance of work where the employees are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract; that such contractors and subcontractors, as applicable, will post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's or subcontractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; that such contractors and subcontractors, as applicable, will state in all solicitations or advertisements for employees placed by or on behalf of the contractor or subcontractor that such contractor or subcontractor, as applicable, maintains a drug-free workplace; and that such contractors and subcontractors, as applicable will certify they do not and shall not during the performance of the contract knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986. 8.2.2. To the maximum extent commercially practicable and with the assistance of the Citys Minority Business Office, the Developer shall employ minority owned businesses or entities as sub-contractors which include women owned businesses. The Developer shall provide evidence of such employment to the City Representative or submit a report outlining all efforts used to employ minority-owned businesses or entities as sub-contractors. THE CITY OF HAMPTON DOES NOT DISCRIMINATE AGAINST FAITH-BASED ORGANIZATIONS REPRESENTATIONS AND WARRANTIES OF THE DEVELOPER TC  In order to induce the City to enter into this Agreement, the Developer represents and warrants to the City as follows: The Developer is a duly organized and validly existing limited liability company under the laws of the Commonwealth 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. The Developer is duly qualified or licensed as a foreign entity in each jurisdiction in which the nature of the business it is engaged, or the character of the properties owned by it, makes such qualification or licensing necessary, including Virginia. The Developer has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and all other instruments to be executed and delivered by the Developer in connection with its obligations hereunder. The execution, delivery and performance by the Developer of this Agreement have been duly authorized by all requisite action by the Developer, and this Agreement is a valid and binding obligation of the Developer enforceable in accordance with its respective terms, except as may be affected by applicable bankruptcy or insolvency laws affecting creditors' rights generally. The Developer 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 the Developer or contained in any instrument under or pursuant to which any such evidence of indebtedness has been issued or made and delivered. Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, will conflict with or result in a breach of any of the terms, conditions or provisions of the Articles of Organization of the Developer or of any agreement or instrument to which the Developer 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 the Developer. There are no actions, suits, investigations or proceedings (whether or not purportedly on behalf of the Developer) pending or, to the knowledge of the Developer, threatened against or affecting the Developer or the Project or any other of the assets or properties of the Developer 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 the Developer, or of the Project, and the Developer 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. To its best knowledge, the Developer is not a party to or otherwise bound by any agreement or instrument or subject to any other restriction or any judgment, order, writ, injunction, decree, award, rule or regulation which materially and adversely affect the business, operations, prospects, properties or other assets, or the condition, financial or otherwise, of the Developer or of the Project. The Developer 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. To the Developer's best knowledge, neither this Agreement nor any document, certificate or financial statement furnished to the City by or on behalf of the Developer 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 the Developer which materially adversely affects or in the future may (so far as it is now known to the Developer) have a material adverse effect upon the business, operations, prospects, property, other assets or financial condition of the Developer or of the Project which has not been set forth in this Agreement or in other documents, certificates and financial statements furnished to the City or on behalf of the Developer in connection with the transactions contemplated hereby. REPRESENTATIONS AND WARRANTIES OF THE CITY  TC  In order to induce the Developer to enter into this Agreement, the City represents and warrant to the Developer as follows: The City is a municipal corporation of the Commonwealth of Virginia possessing the full legal right, power, and authority to enter into and perform their respective obligations under this Agreement. The City has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and all other instruments to be executed and delivered by the City in connection with their respective obligations hereunder. The execution, delivery and performance by the City of this Agreement have been duly authorized by all requisite action by the City and this Agreement is a valid and binding obligation of the City enforceable in accordance with its respective terms, except as may be affected by applicable bankruptcy or insolvency laws affecting creditors' rights generally. OMITTED IN ITS ENTIRETY MISCELLANEOUS TC  12.1 Assignment TC . This Agreement is binding upon and shall inure to the benefit of the City and the Developer and their respective successors and assigns. The Developer may not assign its interest or any part thereof in this Agreement without the prior written approval of the City, which shall not be unreasonably withheld, conditioned or delayed, and upon such approval, the assignee shall assume all of the obligations of the Developer under this Agreement and shall not relieve the assignor of any liability hereunder. Notwithstanding the limitation imposed above, the Developer may assign its interest in this Agreement to an entity in which Bruce Smith is a general partner or manager, or the owner of at least 51% of the capital stock, partnership interest or membership interest, provided that no such assignment shall relieve the Developer of any liability hereunder. 12.2 Additional Development Rights. In consideration of the Developer entering into this Agreement for a project of lesser scale than originally proposed, the City will grant to the Developer the right to negotiate for further development privileges on land as yet to be identified. The terms and conditions of any negotiations will be memorialized in a development agreement to be formally approved by the City Council in accordance with Virginia Code 15.2-1800 and 15.2-2100. 12.3 Consents and Approvals TC . The City and the Developer commit to work harmoniously with each other, and except in instances (if any) where a consent or approval is specified to be within the sole discretion of any of the parties, any consent or approval contemplated under this Agreement shall not be unreasonably withheld, conditioned or delayed, except that the Developer acknowledges that this covenant does not apply to permits required from the City in connection with the Project. 12.4 Entire Agreement TC . This Agreement incorporates all prior negotiations and discussions between the parties regarding its subject matter and represents the entire agreement of the City and the Developer for the Project. This Agreement may only be modified by written instrument executed by the City and the Developer. 12.5 Headings TC . The captions and headings of the articles and sections contained herein are for convenience of reference only and shall not be considered in any interpretation of the provisions of this Agreement. 12.6 Notices TC . A notice, communication, or request under this Agreement 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: The Developer: Bruce Smith 222 Central Park Avenue Suite 2100 Virginia Beach, VA 23462 and a copy to: Glenn W. Hampton, Esq. Bowman Green Hampton & Kelly, PLLC 501 Independence Parkway, Suite 201 Chesapeake, Virginia 23320 The City: City of Hampton Attention: City Manager 22 Lincoln Street Hampton, Virginia 23669 and a copy to: Hampton City Attorneys Office Attention: Vanessa T. Valldejuli, Esq. 22 Lincoln Street Hampton, Virginia 23669 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 day 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. 12.7 Partial Invalidity TC . If any term, covenant, condition, or provision of this Agreement, or the application to any person or circumstance shall, at any time or to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall (except to the extent such result is clearly unreasonable) not be affected thereby, and under such circumstances each term, covenant, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law, insofar as such enforcement is not clearly unreasonable. 12.8 Counterparts TC . This Agreement may be executed in counterparts, each of which shall be deemed to an original, and such counterparts shall constitute one and the same instrument. 12.9 Choice of Laws and Venue TC . This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia, including conflicts of laws. Any lawsuit, action, or proceeding arising under this Agreement shall be brought exclusively in a court of competent jurisdiction in the City of Hampton, Virginia. 12.10 Force Majeure TC . For the purpose of any of the provisions of this Agreement, exclusive of Article II hereof, neither the City, nor the Developer, as the case may be, nor any successor in interest, shall be considered in breach of or default in any of its obligations, including, but not limited to, the beginning and completion of construction, or progress in respect thereto, in the event of enforced delay in the performance of such obligations due to causes beyond its control, including but not restricted to, strikes, lockouts, actions of labor unions, riots, storms, floods, litigation, explosions, acts of God or of the public enemy, acts of government, insurrection, mob violence, civil commotion, sabotage, terrorism, malicious mischief, vandalism, inability (notwithstanding good faith and diligent efforts) to procure, or general shortage of, labor, equipment, facilities, materials, or supplies in the open market, defaults of independent contractors or subcontractors (provided that remedies are being diligently pursued against the same), failures of transportation, fires, other casualties, epidemics, quarantine restrictions, freight embargoes, severe weather, inability (notwithstanding good faith and diligent efforts) to obtain governmental permits or approvals, or delays of subcontractors due to such causes, it being the purpose and intent of this Section 12.9 that in the event of the occurrence of any such enforced delays, the time or times for the performance of the covenants, provisions, and agreements of this Agreement shall be extended for the period of the enforced delay (including any time reasonably required to recommence performance due to such enforced delay). The affected party shall use reasonable efforts to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements; and provided further, that the settlement of strikes, lockouts, and other industrial disturbances shall be entirely within the discretion of the affected party, and the affected party shall not be required to make settlement of strikes, lockouts, and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the affected party, unfavorable to the affected party. Notwithstanding the above, (a) the Developer may not rely on its own acts or omissions as grounds for delay in its performance, and (b) the absence of immediately available funds shall not be grounds for delay by the Developer. 12.11 No Partnership or Joint Venture TC . It is mutually understood and agreed that nothing contained in this Agreement is intended or shall be construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of co-partners or creating or establishing the relationship of a joint venture between the City and the Developer or as constituting the Developer as the agent or representative of the City for any purpose or in any manner under this Agreement, it being understood that the Developer is an independent contractor hereunder. 12.12 Representatives Not Individually Liable TC . No official, representative, or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City for any amount which may become due to the Developer or successor or on any obligations under the terms of the Agreement. No officer, director, representative, or employee of the Developer shall be personally liable to the City in the event any default or breach by the Developer for any amount which may become due to the City or on any obligations under the terms of this Agreement. 12.13 Ancillary Documents TC . The City Representative is hereby authorized, on behalf of the City, to execute any and all other documents necessary or appropriate to effectuate the transactions contemplated by this Agreement, provided such documents do not materially alter the relationship of the parties or the principal elements of the Project, and to grant such approvals and consents on behalf of the City. 12.14 Broker TC . The City and the Developer each represent and warrant for itself that it has not dealt with any broker in connection with this Agreement and each covenants and agrees to indemnify and hold the other harmless from and against any claim, cost, liability, or expense (including reasonable attorney's fees) arising or resulting from a breach of this warranty. 12.15 Third Party Beneficiary TC . Nothing contained in this Agreement shall be construed to confer upon any other party the rights of a third party beneficiary. 12.16 Payment or Performance on Saturday, Sunday, or Holiday TC . Whenever the provisions of this Agreement call for any payment or the performance of any act, including the expiration date of any cure periods provided herein, on or by a date that is not a "Business Day", then such payment or such performance shall be required on or by the immediately succeeding "Business Day", which term shall mean a day other than a Saturday, Sunday, or legal holiday in the Commonwealth of Virginia. 12.17 Incorporation into Agreement TC . All exhibits, schedules, and recitals form a part of this Agreement. 12.18 Conflict of Terms TC . It is the intention of the City and the Developer that if any provision of this Agreement is capable of two constructions, one of which would render this provision valid and enforceable, then the provision shall have the meaning that renders it valid and enforceable. 12.19 No Waiver TC . No failure on the part of the City or the Developer to enforce any covenant or provision contained in the Agreement nor any waiver of any right under this Agreement shall discharge or invalidate such covenant or provision or affect the right of the other party to enforce the same in the event of any subsequent default. 12.20 Compliance with Laws TC . The Developer shall, at all times, be subject to all applicable governmental laws, ordinances, rules and regulations (collectively, the "Applicable Laws") pertinent to the Project, this Agreement, and the Developers actions in connection with the Project and this Agreement. 12.21 Estoppel Certificates TC . The City and the Developer, at any time and from time to time, upon not less than 30 days advance written notice from a party hereto, or to a person designated by such party, such as a tenant or a mortgagee or lender of the Developer, 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 Agreement 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, the City or the Developer is in breach and/or default in performance of any covenant, agreement, or condition contained in this Agreement 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 Agreement (if such other person is identified at the time such certificate was requested). The City Representative is hereby authorized to execute, acknowledge, and deliver such certificates on behalf of the City. 12.22 Good Faith and Fair Dealing TC . The parties covenant and agree each to the other that its conduct under this Agreement, and the interpretation and enforcement of the provisions hereof, shall be characterized by good faith and fair dealings so that the objectives of each party as set forth in this Agreement may be achieved. 12.23 Default Interest TC . All sums due under this Agreement shall bear interest from and after the due date until paid at the rate of five percent over the Prime Rate. 12.24 Sovereign Immunity. Nothing contained in this Agreement shall be deemed to be, or have the effect of being, a waiver by the City or any other governmental agency, of such sovereign immunity it may have under the laws of the Commonwealth of Virginia or of the United States. 12.25 Green Design Guidelines. In the event the City adopts a Green Initiative, the Developer shall be eligible to qualify for incentives provided under such initiatives for 12 months from the Closing Date. WITNESS the following signatures: CITY OF HAMPTON By: _____________________________ City Manager/Authorized Designee Approved as to Content: Approved as to Form & Legal Sufficiency: ___________________________ _________________________________ Dept. Economic Development Sr. Deputy City Attorney Approved as to Risk Management: __________________________ BRUCE SMITH _____________________________ Exhibit A (The Property) Attached     PAGE  PAGE 20 $&6:DEFSYZp, - . : K L V W X e żŧŒż~z~v~rkr h'@h~ h~ heM"h%xhRW h|=hb^7B*ph hRW 5hQ h \5h[h+O,h+O,5 h+O,5hJh \hb;h|=h+O, h 5h hMP-mHnHuh \mHnHuhwmHnHuh+O,mHnHuh@mHnHuh mHnHu*%&6:FZpY b  uF{hNcgd'B ,p@ P !$ccgd,cgd \cgdQ$a$ $a$gd`[gd@$a$$a$    ) - . 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