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. 9.7. Consent. Where the consent or approval of a Party is required by or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 9.8. Covenant of Cooperation. The Parties shaH cooperate with each other. deal with each other in good faith., and assist each other in the performance of this Agreement. 9.9. Time of Essence. Time's of the essence for each provision of this Agreement of which time is an element. 9.10. Conflicts of law. If either (1) state or federal laws or regulations enacted after the Effective Date or (2) the action or inaction of any govemmental agency other than the City prevents or precludes compliance with one or more provisions of this Agreement or requires changes in plans, maps, or permtts approved by the City, then, before this Agreement may be terminated, the Parties shalt meet and confer in good faith in a reasonable attempt to modify this Agreement to allow the Project to be completed and the City to receive the contemplated public benefits. Any modification to or termination of the Agreement arising from such circumstances shall follow a hearing before the City Council in the manner prescribed within this Agreement for amendment or. termination. . 9.11. RecordJng. The City Clerk shall cause a copy ofthJs Agreement to be recorded with the Office of the County Recorder of Orange County, California. within ten (10) days after the Effective Date. This Agreement has been executed by the City of Santa Ana, acting by and through its Mayor, pursuant to Ordinance No. N8-2657, authorizing sum. execution. and by Owner, The Roman Catholic Bishop of Orange. a corporation sole. Dated this 13th day of ~, 2004. THE CITY OF SANTA ANA Date: By DAVID N. REAM City Manager Da1l.~ /03 ~ </ THE ROMAN CATHOLIC BISHOP OF ORANGE, a corpo. 'on sole By Approved as to Form: . Ordinance No. NS-2657 Page 15 of 20