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9.3 Project as a Private Undertaking. It is specifically understood by the <br />parties that; (a) the Project is a private development for purposes of Government Code Section <br />65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning <br />any improvements to the Property or in connection with the Project; and (c) Owner shall have the <br />full power and exclusive control of the Property subject to the obligations of Owner set forth in <br />this Agreement. <br />9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this <br />Agreement are part of this Agreement. <br />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 />99 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 party 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 />17