06-1652 Conceptual Plan Agreement with Unicorp National Developments, Inc.

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Any notice, demand, or request served on either of the parties in the previous manner will be deemed sufficiently given for all purposes under this Conceptual Plan Agreement on the day the notices, demands, or requests are posted, postage prepaid, in the United States Mail in accordance with the preceding portion of this Section. However, the time for response to any notice, demand, or request will commence three days after the posting or on actual receipt, whichever is earlier. Either CITY or UNICORP will have the right to designate, from time to time by written notice to the other party, any other persons or other places in the United States that CITY or UNICORP may desire written notices to be delivered to. However, at no time will either party be required to send more than an original and two copies of any notice, demand, or request required or permitted. Written requirements of the Conceptual Plan Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. UNICORP agrees not to claim any waiver by CITY of such notice requirements based upon CITY having actual knowledge, implied, oral or constructive notice, lack of prejudice or any other ground as a substitute for failure of UNICORP to comply with the express written notice requirements herein. Electronic e-mails do not constitute effective notice under this Conceptual Plan Agreement. 20. Avvlicable Law. This Agreement will be interpreted and construed under and governed by the laws of Florida. 21. Challenf!e. The cost of defending this Conceptual Plan Agreement from a third- party challenge, in any form, shall be borne equally by UNICORP and the City, with each party responsible for its own costs and attorneys' fees. 22. Time is of the Essence. Time is hereby declared of the essence as to the lawful performance of all duties and obligations set forth in this Conceptual Plan Agreement. 23. Severability. If any part of this Conceptual Plan Agreement is found invalid or unenforceable in any court of competent jurisdiction, such invalidity or unenforceability shall not affect the other parts of this Conceptual Plan Agreement, if the rights and obligations of the parties contained herein are not materially prejudice and if the intentions of the parties can be affected. To that end, this Conceptual Plan Agreement is declared severable. 24. Limitation on Assif!nability of Concevtual Plan Af!reement. This Agreement may be assigned by UNICORP to a designated partnership or corporation, and UNICORP may elect to appoint a nominee to take title, without being required to obtain prior written approval from CITY, provided such assignee is the parent or any affiliate subsidiary or other entity owned by UNICORP. Any other assignment shall require CITY's prior wrilten consent, which shall not to be unreasonably withheld, delayed or conditioned. In the event of such assignment, CITY and the assignee or nominee shall proceed under the terms and conditions hereof. 25. Further Assurances. Each party agrees to sign any other and further instruments and documents, consistent herewith, as may be necessary and proper in order to give complete effect to the benefits deriving from the terms and conditions of this Conceptual Plan Agreement. 7