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9.5 Captions. The captions of this Development Agreement are for <br />convenience and reference only, and shall not define, explain, modify, <br />construe, limit, amplify, or aid in the interpretation, construction, or <br />meaning of any of the provisions of this Development Agreement. <br />9.6 Consent. Where the consent or approval of a Party is required by or <br />necessary under this Development Agreement, the consent or approval <br />shall not be unreasonably withheld. <br />9.7 Covenant of Cooperation. The Parties shall cooperate with and deal <br />with each other in good faith. They will assist each other to the extent <br />needed in the performance of the provisions of this Development <br />Agreement. <br />9.8 Time of Essence. Time is of the essence for each provision of this <br />Development Agreement of which time is an element. <br />9.9 Force Majeure. Neither Party shall be deemed to be in default where <br />failure or delay in performance of any of its obligations under this <br />Agreement is caused by floods, earthquakes, other Acts of God, fires, <br />wars, riots or similar hostilities, government regulations, court actions <br />(such as restraining orders or injunctions), or other causes beyond the <br />Party's control. If any such events shall occur, the Term of this Agreement <br />and the time for performance by either Party of any of its obligations <br />hereunder may be extended by the written agreement of the Parties for <br />the period of time that such events prevented such performance, provided <br />that the Term of this Agreement shall not be extended under any <br />circumstances for more than five (5) years. <br />9.10 Conflicts of Law. In the event that state or federal laws or <br />regulations enacted after this Development Agreement has been entered <br />into or the action or inaction of any other affected governmental <br />jurisdiction prevent or preclude compliance with one or more <br />provisions of this Development Agreement or require changes in plans, <br />maps, or permits approved by the City, the parties shall provide the <br />other party with written notice of such state or federal restriction, <br />provide a copy of such regulation or policy, and a statement of conflict <br />with the provisions of this Development Agreement. The Parties shall, <br />within thirty (30) days, meet and confer in good faith in a reasonable <br />attempt to modify this Development Agreement to comply with such <br />federal or state law or regulation. Thereafter, regardless of whether the <br />parties reach an agreement on the effect of such federal or state law or <br />regulation upon this Development Agreement, the matter shall be <br />scheduled for hearing before the City Council. Public notice of such <br />hearing shall be given pursuant to Government Code Section 65854.5. <br />The City Council, at such hearing, shall determine the exact <br />modification or suspension which shall be necessitated by such federal <br />11 A -41 <br />