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44 <br /> <br />received on the first to occur of (i) actual receipt by any of the addresses designated above as the <br />Party to whom notices are to be sent, or (ii) within five (5) days after a certified letter containing <br />such notice, properly addressed, with postage prepaid, is deposited in the United States mail. <br />Notices delivered by overnight courier service as provided above shall be deemed to have been <br />received twenty-four (24) hours after the date of deposit. Notices delivered by electronic <br />facsimile transmission shall be deemed received upon receipt of sender of electronic <br />confirmation of delivery, provided that a “hard” copy is delivered as provided above. <br />11.4. 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 Development Agreement or in any <br />document executed in connection with this Development Agreement shall be construed as <br />making City and Developer joint venturers or partners. <br />11.5. Severability. If any terms or provision(s) of this Development Agreement or the <br />application of any term(s)or provision(s) of this Development Agreement to a particular <br />situation, is (are) held by a court of competent jurisdiction to be invalid, void or unenforceable, <br />the remainder of this Development Agreement or the application of this Development Agreement <br />to other situations, shall remain in full force and effect unless amended or modified by mutual <br />consent of the Parties. Notwithstanding the foregoing, if any material provision of this <br />Development Agreement, or the application of such provision to a particular situation, is held to <br />be invalid, void or unenforceable, Developer (in its sole and absolute discretion) may terminate <br />this Development Agreement by providing written notice of such termination to City. <br />11.6. Section Headings. Article and Section headings in this Development Agreement <br />are for convenience only and are not intended to be used in interpreting or construing the terms, <br />covenants or conditions of this Development Agreement. <br />11.7. Construction of Agreement. This Development Agreement has been reviewed and <br />revised by legal counsel for both Developer and City, and no presumption or rule that <br />ambiguities shall be construed against the drafting Party shall apply to the interpretation or <br />enforcement of this Development Agreement. <br />11.8. Entire Agreement. This Development Agreement is executed in three (3) <br />duplicate originals, each of which is deemed to be an original. This Development Agreement <br />consists of seventy-two (72) pages including the Recitals and exhibits, attached hereto and <br />incorporated by reference herein, which, together with the Project Approvals, constitute the <br />entire understanding and agreement of the Parties and supersedes all negotiations or previous <br />agreements between the Parties with respect to all or any part of the subject matter hereof. The <br />exhibits are as follows: <br />Exhibit A Map of the Property <br />Exhibit B Legal Description of Property <br />Exhibit C Public Improvement Agreement