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DRAFT 9.6 Consent. Where the consent or approval of a party is required in or necessary under this First Amendment, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this First Amendment. 9.8 Time of Essence. Time is of the essence for each provision of this First Amendment of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this First Amendment has been entered into or the action or inaction of any other affected governmental jurisdiction prevent or preclude compliance with one or more provisions of this First Amendment or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this First Amendment. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this First Amendment to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an First Amendment on the effect of such federal or state law or regulation upon the First Amendment, the matter shall be scheduled for hearing before the Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this First Amendment and the meaning of the provisions hereof. In addition, the provisions of this First Amendment shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 9.11 Arms Length Transaction. Each party represents and warrants to the other the following: it has carefully read this First Amendment, and in signing this First Amendment it does so with full knowledge of any rights which it may otherwise have, and it has freely signed this First Amendment without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party or its agents, employees, or attorneys, except as specifically set forth in this First Amendment, and without duress or coercion, whether economic or otherwise. 9.12 Recording. The City Clerk shall cause a copy of this First Amendment to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date of this First Amendment. 16 75A-90