MAIN PLACE SHOPPINGTOWN, LLC (2)

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3.3.2. Subsequent Project Approvals. This Agreement shall not prevent City, in acting on subsequent Project Approvals and to the same extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not materially conflict with this Agreement. 3.3.3. Modification or Suspension by State or Federal Law. In the event that State, County or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.3.4. Intent. The parties acknowledge and agree that City is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to City all of its police power that cannot be or are not expressly so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to City all such power and authority that cannot be or is not by this Agreement's express terms so restricted. 3.4. Regulation by Other Public Agencies. It is aclmowledged by the parties that other public agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies. 3.5. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that case to provide for the timing of development resulted in a later -adopted initiative restricting the timing of development to prevail over the parties' agreement, it is the specific intent of the Parties to provide for the timing of the Project in this Agreement. To do so, the Parties aelmowledge and provide that Owner shall have the right, but not the obligation, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub -phases as Owner deems appropriate in its sole subjective business judgment, except for the following: 3.5.1. The building permit for residential units 401 up to 820 may not be issued until Owner commences construction activities for all development components on the Property described in Section 2.4.2(a). For purposes of this section, "commences" shall include the Owner having paid all required Development Impact Fees, been issued a building permit, and performed construction activity on the site. However, in the event Owner determines to proceed with a mixed -use development that includes residential, as well as a commercial component of not less than 20,000 square feet, the limitation set forth in the preceding sentence shall not apply. 3.5.2. The building permit for the 821th residential unit may not be issued until at least 200,000 square feet of net new non-residential development, excluding office space, on the Property has commenced construction. 3.5.3. The building permit for the 1350th residential unit may not be issued until at least 400,000 square feet of net new non-residential development, excluding office space, on the Property has commenced construction. 3.6. Property Maintenance Agreement -13- 55394.00053\31891805.16