|
located on or under portions of the City Center Property known as the "Shell Site", as
<br />more particularly described in Exhibit "D" attached hereto, and (ii) any Additional
<br />Remediation (defined in Section 3.4).
<br />(s) "Final Plat" shall mean a final, recorded subdivision plan for one or more
<br />Commercial Parcels approved in accordance with Article XIX of the City Code.
<br />(t) "Force Majeure" shall mean the occurrence of any of the following: acts
<br />of God; acts of the public enemy; the confiscation or seizure by any Government
<br />Authority; insurrections; wars or war -like action (whether actual or threatened); arrests
<br />or other restraints of government (civil or military); strikes, labor unrest or disputes (in
<br />each case without regard to the reasonableness of any party's demands or ability to
<br />satisfy such demands); unavailability of or delays in obtaining labor or materials;
<br />epidemics; landslides, lightning, earthquakes, fires, hurricanes, storms, floods or other
<br />severe weather; explosions; civil disturbance or disobedience; riot, sabotage, terrorism
<br />or threats of sabotage or terrorism; injunctions; other governmental action or change in
<br />law which prohibits or materially interferes with development or construction of the
<br />Project; or power failure. Notwithstanding the foregoing, for purposes of this
<br />Agreement, no action of the City shall, as applied to the City in its capacity as owner of
<br />any Parcels or as a Party (and provided such action of the City is in its proprietary
<br />capacity as opposed to its regulatory capacity), be considered governmental actions that
<br />excuse or may permit delay in performance by the City. "Force Majeure" shall not
<br />include an inability to pay debts or other monetary obligations in a timely manner.
<br />(u) "Governmental Authority(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: (i)
<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 (ii) in the proper exercise of its policy
<br />powers, 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
<br />relating to, or imposing liability or standards of conduct concerning any hazardous, toxic
<br />or dangerous waste, substance or material, as may now or any time in the future be in
<br />effect, or any other hazardous, toxic or dangerous waste, substance, or material.
<br />(w) "Initial Approvals" shall mean the PSP, the Overlay District, and the site
<br />plan approval for the proposed development of the West Parcel.
<br />I
<br />0215045\157453\1626977v8
<br />
|