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8.12 Conflicts. If there is any conflict between this Section 8 and any other provision contained in this First Amended and Restated Development Agreement, this Section 8 shall control. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall' is mandatory; "may" is permissive. If there is more than one signer of this First Amended and Restated Development Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This First Amended and Restated Development Agreement constitutes the entire understanding and agreement of the Parties with respect to the matters set forth in this First Amended and Restated Development Agreement. This First Amended and Restated Development Agreement supersedes all negotiation or previous agreements between the Parties respecting this First Amended and Restated Development Agreement. All waivers of any provision of this First Amended and Restated Development Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this First Amended and Restated Development Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Upon the completion of performance of this First Amended and Restated Development Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and City shall be recorded in the Official Records of Orange County, California. 9.3 Project as a Private Undertaking. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this First Amended and Restated Development Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this First Amended and Restated Development Agreement are part of this First Amended and Restated Development Agreement. 9.5 Captions. The captions of this First Amended and Restated Development Agreement are for convenience and reference only, and shall not define, 067619A5448832v5 24