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45 <br /> <br />twenty-four (24) hours after the date of deposit. Notices delivered by electronic facsimile <br />transmission shall be deemed received upon receipt of sender of electronic confirmation of <br />delivery, provided that a “hard” copy is delivered as provided above. <br />9.4. Project as a Private Undertaking; No Joint Venture or Partnership. The Project <br />constitutes private development, neither City nor Developer is acting as the agent of the other in <br />any respect hereunder, and City and Developer are independent entities with respect to the terms <br />and conditions of this Agreement. Nothing contained in this Agreement or in any document <br />executed in connection with this Agreement shall be construed as making City and Developer <br />joint venturers or partners. <br />9.5. Severability. <br />If any terms or provision(s) of this Agreement or the application of any term(s)or <br />provision(s) of this Agreement to a particular situation, is (are) held by a court of competent <br />jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement or the <br />application of this Agreement to other situations, shall remain in full force and effect unless <br />amended or modified by mutual consent of the Parties. Notwithstanding the foregoing, if any <br />material provision of this Agreement, or the application of such provision to a particular <br />situation, is held to be invalid, void or unenforceable, Developer (in its sole and absolute <br />discretion) may terminate this Agreement by providing written notice of such termination to <br />City. <br />9.6. Section Headings. <br />Article and Section headings in this Agreement are for convenience only and are not <br />intended to be used in interpreting or construing the terms, covenants or conditions of this <br />Agreement. <br />9.7. Construction of Agreement. <br />This Agreement has been reviewed and revised by legal counsel for both Developer and <br />City, and no presumption or rule that ambiguities shall be construed against the drafting Party <br />shall apply to the interpretation or enforcement of this Agreement. <br />9.8. Entire Agreement. <br />This Agreement is executed in three (3) duplicate originals, each of which is deemed to <br />be an original. This Agreement consists of ____________ (__) pages including the Recitals and <br />exhibits attached hereto and incorporated by reference herein, which constitute the entire <br />understanding and agreement of the Parties and supersedes all negotiations or previous