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9,5 Captions. The captions of this Agreement are for convenience and <br />reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the <br />interpretation, construction, or meaning of any of the provisions of this Agreement. <br />9.6 Consent. Where the consent or approval of a party is required in or <br />necessary under this Agreement; the consent or approval shall not be unreasonably withheld. <br />9.7 Covenant of Cooperation. The parties shall cooperate with, deal with <br />each other in good faith, and assist each other in the performance of the provisions of this <br />Agreement. <br />9,8 Time of Essence. Time is of the essence for each provision of this <br />Agreement of which time is an element. <br />9.9 Conflicts of Law. In the event that state or federal laws or regulations <br />enacted after this Agreement have been entered into or the action or inaction of any other <br />affected governmental jurisdiction prevents or precludes compliance with one or more provisions <br />of this Agreement or require changes in plans, maps, or permits approved by the City, the parties <br />shall provide the other party with written notice of such state or federal restriction, provide a <br />copy of such regulation or policy, and a- statement of conflict with the provisions of this <br />Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a <br />reasonable attempt to modify this Agreement to comply with such federal or state law or <br />regulation. Thereafter, regardless of whether the parties reach an Agreement on the effect of <br />such federal or state law or regulation upon the Agreement, the matter shall be scheduled for <br />hearing before the City Council. Public notice of such hearing shall be given pursuant to <br />Government Code Section 65854.5: The City Council, at such hearing, shall determine the exact <br />modification or suspension which shall be necessitated by such federal or state law or regulation <br />pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to <br />offer oral and written testimony. <br />9.10 Severability. If any term, provision, condition, or covenant of this <br />Agreement, or the application thereof to any patty or circumstances, shall to any extent be held <br />invalid or unenforceable, the remainder of the instrument; or the application of such term, <br />provision, condition or covenants or the application of such term, provision, condition or <br />covenant to persons or circumstances other than those as to whom or which it is held invalid or <br />unenforceable, shall not be affected thereby and each term and provision of this Agreement shall <br />be valid and enforceable to the fullest extent peiruitted by law. <br />9.11 Counterparts, This Agreement has been executed in one or snore <br />counterparts, each of which has been deemed an original, but all of which constitute one and the <br />same instrument. <br />9.12 Recording, The City Cleric shall cause a copy of this Agreement to be <br />recorded with the Office of the County Recorder of Orange County, California, within ten (10) <br />days following the effective date of this Agreement. <br />75 tO <br />