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9.5 Captions. The captions of this Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement. 9.6 Consent. Where the consent or approval of a party is required in or necessary under this Agreement, 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 Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Agreement 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 Agreement 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 Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an Agreement on the effect of such federal or state law or regulation upon the Agreement, 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 Fach party has received independent legal advice from its attomeys with respect to the advisahility of executine this Aereement and the meanine of the provisions hereof In addition the provisions of this Aereement shall he construed as to their fair meaning, and not for or against any party hased upon any attrihution to such party as the SOllrce of the laneuaee in question 9 11 Arms I.en~th Transaction Fach party represents and warrants to the other the followine" it has carefully read this Aereement ami in sienine this Aereement it does so with full knowledee of any rights which it may otherwise have, and it has freely siened this Aereement without any reliance upon any agreement, promise, statement or representation hy or on heha I f of the ot her party or its aeents, employees or attorneys except as spel'i fica Ily set forth in this Agreement, and without dllfess or coercion, whether economic or otherwi.s.e... 9.162 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date of this Agreement. 19 75A-242