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judgment, including the entry of judgment in connection with any appeals. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue in full force and effect. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City or Developer may terminate this Agreement as to Developer (in the case of Developer taking such action, the termination shall relate only to Developer's interest in the Property and the related Project Approvals) by providing written notice of such termination to the other Party. 10.3 Further Documents; Other Necessary Acts. Each Party shall execute and deliver to the other Party all other instruments and documents as may be reasonably necessary to carry out the purpose of this Agreement and the Project Approvals and Subsequent Approvals, in order to provide or secure to the other Party the full and complete enjoyment of the rights and privileges granted by this Agreement. 10.4 Time of Essence. Time is of the essence in the performance of each and every covenant and obligation to be performed by the Parties hereunder. 10.5 Amendment to this Agreement. This Agreement may be modified from time to time by mutual consent of the Parties, in accordance with the Development Agreement Statute. In the event the Parties modify this Agreement, City shall cause notice of such action to be duly recorded in the official records of Alameda County within ten (10) days of such action. 10.6 Project Is A Private Undertaking. The Parties agree that: (a) any development by Developer of the Property shall be a private development; (b) City has no interest in or responsibilities for or duty to third Parties concerning any improvements constructed in connection with the Property until such time that City accepts the same pursuant to the provisions of this Agreement and in connection with the various Project Approvals; (c) Developer shall have full power over and exclusive control of the Project herein described to the extent of Developer' interest therein, subject only to the limitations and obligations of Developer under this Agreement, its Project Approvals, and the other Existing Rules; (d) the contractual relationship between City and Developer is such that Developer is an independent contractor and not an agent of City; and (e) nothing in this Agreement is intended or shall be construed to create or reflect any form of partnership or joint venture between the Parties. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have any right of action based upon any provision in this Agreement. H-i