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of sabotage or terrorism; injunctions; other governmental action or change in law which
<br />prohibits or materially interferes with development or construction of the Project; or
<br />power failure. Notwithstanding the foregoing, for purposes of this Agreement, no action
<br />of the City shall, as applied to the City in its capacity as owner of any Parcels or as a
<br />Party (and provided such action of the City is in its proprietary capacity as opposed to its
<br />regulatory capacity), be considered governmental actions that excuse or may permit delay
<br />in performance by the City. "Force Majeure" shall not include an inability to pay debts or
<br />other monetary obligations in a timely manner.
<br />(u) "Governmental Authoriiy(ies)" shall mean any and all jurisdictions,
<br />entities, courts, boards, agencies, commissions, authorities, offices, divisions,
<br />subdivisions, departments or bodies of any nature whatsoever and any and all
<br />governmental units (federal, state, county, municipality or otherwise) whether now or
<br />hereafter in existence. The term "Governmental Authorities" shall include, without
<br />limitation, the City, the County, the St. Johns River Water Management District
<br />("SJRWMD"), the Florida Department of Environmental Protection ("FDEP"), the
<br />Florida Department of Transportation ("FDOT") and the Army Corps of Engineers
<br />("ACOE"). Notwithstanding the foregoing, for purposes of this Agreement, the City: (x)
<br />acting in its capacity as owner of the Project or as a Party to this Agreement, shall not be
<br />considered a Governmental Authority; and (y) in the proper exercise of its policy powers,
<br />shall be considered a Governmental Authority.
<br />(v) "Hazardous Material" means and includes any hazardous toxic, dangerous,
<br />radioactive or infectious material, waste or substance or any pollutant or contaminant
<br />defined as such in, and present in quantities that violate any Environmental Laws relating
<br />to, or imposing liability or standards of conduct concerning any hazardous, toxic or
<br />dangerous waste, substance or material, as may now or any time in the future be in effect,
<br />or any other hazardous, toxic or dangerous waste, substance, or material.
<br />(w) "Initial Approvals" shall mean the PSP and the Overlay District.
<br />(x) "Master Plan" shall mean the conceptual master development plan for the
<br />Project, attached hereto as Exhibit "B", as the same may be amended from time to time.
<br />The Parties acknowledge and agree that though the Master Plan is preliminary, it
<br />represents the basis of design for further refinement (including minor modifications for
<br />prospective owners, tenants and users of the Commercial Parcels) and implementation.
<br />The Master Plan will be fmalized and agreed upon as part of, and based on, the Initial
<br />Approvals.
<br />(y) "Master Stormwater System' shall mean the stormwater pond(s)
<br />(including fountains) and the series of structures and pipes that collect surface water and
<br />stormwater emanating from the Parcels and convey the same to stormwater
<br />detention/retention pond(s) (including the existing FDOT retention pond located on the
<br />City Center Property which provides stormwater discharge from U.S. Hwy. 17-92), where
<br />such surface water and stormwater shall be further stored and treated to prevent or reduce
<br />flooding, overdrainage, environmental degradation and water pollution. The Master
<br />Stormwater System shall include the required capacity for stormwater discharge from
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