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ten (10) days notice of such change in the manner provided for in <br />this Section 18.1. All notices under this Agreement shall be <br />deemed given, received, made or communicated on the date personal <br />delivery is effected or, if mailed, on the delivery date or <br />attempted delivery date shown on the return receipt. <br /> <br /> 19. Miscellaneous. <br /> <br /> 19.1 Neqation of Partnership. The parties specifically <br />acknowledge that the Project is a private development, that <br />neither Party is acting as the agent of the other in any respect <br />hereunder, and that each Party is an independent contracting <br />entity with respect to the terms, covenants and conditions <br />contained in this Agreement. None of the terms or provisions of <br />this Agreement shall be deemed to create a partnership between or <br />among the Parties in the businesses of Developer, the affairs of <br />City, or otherwise, nor shall it cause them to be considered <br />joint venturers or members of any joint enterprise. <br /> <br /> 19.2 Approvals. Unless otherwise provided herein, <br />whenever approval, consent or satisfaction (herein collectively <br />referred to as an "approval") is required of a Party pursuant to <br />this Agreement, such approval shall not be unreasonably withheld. <br />If a Party shall disapprove, the reasons therefor shall be stated <br />in reasonable detail in writing. <br /> <br /> 19.3 Proiect Approvals Independent. All Approvals <br />which may be granted pursuant to this Agreement, and all <br />Approvals or other land use approvals which have been or may be <br />issued or granted by the City with respect to the Property, <br />constitute independent actions and approvals by the City. If any <br />provisions of this Agreement or the application of any provision <br />of this Agreement to a particular situation is held by a court of <br />competent jurisdiction to be invalid or unenforceable, such <br />invalidity or unenforceability shall not affect the validity or <br />effectiveness of any Approvals or other land use approvals. In <br />such cases, such Approvals will remain in effect pursuant to <br />their own terms, provisions and conditions. <br /> <br /> 19.4 Not A Public Dedication. Nothing herein contained <br />shall be deemed to be a gift or dedication of the Property or any <br />portion thereof to the general public or for any public use or <br />purpose whatsoever. Developer shall have the right to prevent or <br />prohibit the use of the Property or any portion thereof, <br />including common areas and buildings and improvements located <br />thereon, by any person for any purposes inimical to the operation <br />thereof. <br /> <br /> 19.5 Severability. Invalidation of any of the <br />provisions contained in this Agreement, or of the application <br />thereof to any person, by judgment or court order, shall in no <br />way affect any of the other provisions hereof or the application <br />thereof to any other person or circumstance, and the same shall <br />remain in full. force and effect, unless enforcement of this <br /> <br /> -17- <br /> <br /> <br />