Common use of Future Changes to Existing Standards Clause in Contracts

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites except to the extent they conflict with this Agreement or the terms and conditions of the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of Section 5.6 below. 5.3.1 Future Changes to Existing Standards shall be deemed to conflict with this Agreement and the Approvals if they: (a) limit or reduce the density or intensity of a Near-Term Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings or other improvements from that permitted under this Agreement for the Near-Term Projects, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings or other improvements that are part of a Near-Term Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit or reduce vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites that are permitted under this Agreement, the Existing Standards, the Approvals or the Existing Uses; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term Project in any manner, including the demolition of existing buildings at the Project Sites; (g) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.3; (h) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term Project as contemplated by the Approvals; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose or increase any Impact Fees and Exactions, as they apply to the Project, except as permitted under Section 5.4 of this Agreement. 5.3.2 CPMC may elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites by giving the City notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if the application of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project Sites. 5.3.4 The Parties acknowledge that, for certain parts of the Project, CPMC must submit a variety of applications for Subsequent Approvals before commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permits. CPMC shall be responsible for obtaining all Subsequent Approvals before commencement of construction to the extent required under applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codes. 5.3.5 CPMC shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications) with respect to some or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites Site except to the extent they conflict with this Agreement or the terms and conditions of the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of Section 5.6 below5.6. 5.3.1 Future Changes to Existing Standards shall be deemed to conflict with this Agreement and the Approvals if they: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings Buildings or change the location of proposed Buildings or change or reduce other improvements from that permitted under this Agreement for the Near-Term ProjectsProject, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings Buildings or other improvements that are part of a Near-Term the Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit limit, reduce or reduce change the location of vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites from that are permitted under this Agreement, the Existing Standards, the Approvals or the Existing Uses; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings Buildings at the Project SitesSite; (g) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.35.4.2; (h) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the Approvals; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose or increase any Impact Fees and Exactions, as they apply to the Project, except as permitted under Section 5.4 5.4.2 of this Agreement. 5.3.2 CPMC Developer may elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites Site by giving the City notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if the application of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites Site for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC Developer from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project SitesSite. 5.3.4 5.3.3 The Parties acknowledge that, for certain parts of the Project, CPMC Developer must submit a variety of applications for Subsequent Approvals before commencement Commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permitsConstruction. CPMC Developer shall be responsible for obtaining all Subsequent Approvals before commencement the start of any construction to the extent required under applicable Applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codescodes applicable on a City-Wide basis. 5.3.5 CPMC 5.3.4 Developer shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications and development- specific condominium map or plan applications) with respect to some or all of the Project SitesSite, to subdivide, reconfigure or merge the parcels comprising the Project Sites Site as may be necessary or desirable in order to develop a particular part of the ProjectProject as shown generally in Exhibit B. The specific boundaries of parcels shall be set by Developer and approved by the City during the subdivision process. Nothing in this Agreement shall authorize CPMC Developer to subdivide or use any of the Project Sites Site for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1Approvals.

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans plans, or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites Site, except to the extent they conflict with this Agreement Agreement, or the terms and conditions of the Approvals, it being agreed that, in order to give Developer certainty with regard to the rules and regulations that will govern the future development of the Project, and give City certainty of Public Benefits in exchange, the City and Developer have agreed upon a mix of rights and obligations under this Agreement that are vested in accordance with the terms of this Agreement. Accordingly, except as expressly set forth in this Agreement, Future Changes to Existing Standards that would substantially or materially increase Developer’s rights or obligations or decrease Developer’s rights or obligations under this Agreement shall conflict with terms of this Agreement and the Approvals and shall not apply to this Agreement or the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of this Section 5.6 below5.4. 5.3.1 Future Changes 5.4.1 Developer and the City have provided for changes or adjustments to the Project due to DISC or Cranes in Sections 4.2.2 and 4.2.3 of this Agreement. As such, this Existing Standards shall be deemed to conflict with this Agreement and the Approvals if theythey substantially or materially: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings Buildings or change the location of proposed Buildings or change or reduce other improvements from that permitted under this Agreement for the Near-Term ProjectsProject, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings Buildings or other improvements that are part of a Near-Term the Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit limit, reduce or reduce change the allowed location of vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites from that are permitted under this Agreement, the Existing Standards, the Approvals Approvals, or the Existing Uses; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings Buildings at the Project SitesSite; (gf) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.35.4.2; (hg) limit or control the availability or the type or nature of public utilities, services services, or facilities facilities, or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the Approvals; (h) conflict with, or otherwise limit, control, or change the management, delivery, or governance of a Privately-Owned Publicly Accessible Open Space as set forth in this Agreement; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose increase or increase decrease any Impact Fees and ExactionsFees, as they apply to the Project, except as permitted under Section 5.4 5.4.2, or impose any new development or impact fees or exactions or other fees, contributions, special taxes, exactions, impositions or dedications, whether any of the foregoing are imposed as a fee, a zoning requirement or otherwise, except as expressly permitted in this Agreement. 5.3.2 CPMC may elect to have a . Developer and City, working together in good faith, shall reasonably determine whether any Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites by giving the City notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change Change(s) to Existing Standards shall be deemed to be an Existing Standard; provided, however, if conflict with this Agreement or the application Approvals in any material or substantial way and shall take into account the aggregate effect of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply all previous Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses and any then-proposed Future Changes on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude or the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project Sites. 5.3.4 The Parties acknowledge that, for certain parts of the Project, CPMC must submit a variety of applications for Subsequent Approvals before commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permits. CPMC shall be responsible for obtaining all Subsequent Approvals before commencement of construction to the extent required under applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, material or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinancesubstantial effect(s), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codes. 5.3.5 CPMC shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications) with respect to some or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites except to the extent they conflict with this Agreement or the terms and conditions of the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of Section 5.6 below. 5.3.1 Future Changes to Existing Standards shall be deemed to conflict with this Agreement and the Approvals if they: (a) limit or reduce the density or intensity of a Near-Term Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings or other improvements from that permitted under this Agreement for the Near-Term Projects, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings or other improvements that are part of a Near-Term Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit or reduce vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites that are permitted under this Agreement, the Existing Standards, the Approvals or the Existing Uses; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term Project in any manner, including the demolition of existing buildings at the Project Sites; (g) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.3; (h) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term Project as contemplated by the Approvals; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose or increase any Impact Fees and Exactions, as they apply to the Project, except as permitted under Section 5.4 of this Agreement. 5.3.2 CPMC may elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites by giving the City notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if the application of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project SitesSite. 5.3.4 The Parties acknowledge that, for certain parts of the Project, CPMC must submit a variety of applications for Subsequent Approvals before commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permits. CPMC shall be responsible for obtaining all Subsequent Approvals before commencement of construction to the extent required under applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codes. 5.3.5 CPMC shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications) with respect to some or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans plans, or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites Site, except to the extent they conflict with this Agreement Agreement, or the terms and conditions of the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of this Section 5.6 below5.4. 5.3.1 Future Changes 5.4.1 Developer and the City have provided for changes or adjustments to the Project due to DISC or Cranes in Sections 4.2.2 and 4.2.3 of this Agreement. As such, this Existing Standards shall be deemed to conflict with this Agreement and the Approvals if they: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings Buildings or change the location of proposed Buildings or change or reduce other improvements from that permitted under this Agreement for the Near-Term ProjectsProject, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings Buildings or other improvements that are part of a Near-Term the Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit limit, reduce or reduce change the allowed location of vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites from that are permitted under this Agreement, the Existing Standards, the Approvals Approvals, or the Existing Uses; ; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings Buildings at the Project SitesSite; (gf) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.35.4.2; (hg) limit or control the availability or the type or nature of public utilities, services services, or facilities facilities, or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the Approvals; (h) conflict with, or otherwise limit, control, or change the management, delivery, or governance of a Privately-Owned Publicly Accessible Open Space as set forth in this Agreement; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose increase or increase decrease any Impact Fees and ExactionsFees, as they apply to the Project, except as permitted under Section 5.4 of this Agreement5.4.2. 5.3.2 CPMC 5.4.2 Pursuant to the Downtown West Planned Development Zoning District and General Development Plan, Developer may elect request to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites by giving Site. Developer must make such a request in writing to the City notice Director of its election to have PBCE, and the request shall identify the specific standard and state a rationale for the request. The Director of PBCE may approve the request in his or her sole reasonable discretion; provided, however, that if the application of such Future Change to Existing Standards appliedwould constitute a Material Change, in which case the application of such Future Change to Existing Standards shall require the approval of the City Council. The Director of PBCE's or the City Council’s decision, as applicable, to approve or disapprove Developer's request is not subject to appeal. If Developer's request is approved, the Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if the application of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC Developer from pursuing any challenge to the application by the City of any Future Changes to Existing Standards to all or part of the Project SitesSite. 5.3.4 5.4.3 The Parties acknowledge that, for certain parts of the Project, CPMC Developer must submit a variety of applications for Subsequent Approvals before commencement Commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permitsConstruction. CPMC Developer shall be responsible for obtaining all Subsequent Approvals before commencement the start of any construction to the extent required under applicable Applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the then-applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including including, without limitation, the requirements of the San Francisco City’s Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Housing Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or Code, and other uniform construction codes. 5.3.5 CPMC shall have codes applicable on a City-Wide basis or within the right, from time to time and at any timeDSAP's Boundaries, to file subdivision map applications (including phased final map applications) with respect to some the same or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable similarly situated uses and applied in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seqan equitable and non-discriminatory manner.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.

Future Changes to Existing Standards. All future 2.2.1 Future changes to Existing Standards and any other Lawsordinances, laws, rules, regulations, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("“Future Changes to Existing Standards"”) shall apply to the Project and the Project Sites Site except to the extent they conflict with this Agreement or the terms and conditions of the Basic Approvals. In the event of such a conflict, the terms of this Agreement and the Basic Approvals shall prevail, subject to the terms of Section 5.6 2.4 below. 5.3.1 2.2.2 Future Changes to Existing Standards shall be deemed to “conflict with this Agreement Agreement” and the Basic Approvals if they: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings (including number of residential dwelling units) or other improvements from that permitted under this Agreement for the Near-Term ProjectsAgreement, the Existing Standards, or Standards and the Basic Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings or other improvements that are part of a Near-Term Project from that permitted under this Agreement, the Existing Standards, or Standards and the Basic Approvals; (c) limit or reduce vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for of the Project Sites Site that are permitted under this Agreement, the Existing Standards, Standards and the Approvals or Basic Approvals; (d) materially change the Existing UsesProject site plan as shown in the Parkmerced Plan Documents; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2provided in this Agreement, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings at the Project SitesSite, so long as all requirements of this Agreement are satisfied and all necessary infrastructure to serve such development is constructed by Developer as required by the Basic Approvals; (gf) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.3; (hg) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the ApprovalsParkmerced Plan Documents and FEIR (provided nothing in the foregoing shall limit Developer’s obligation to Complete the Community Improvements and/or Public Improvements as contemplated and required under this Agreement); (h) impose any ordinance or regulation whichthat controls commercial or residential rents or purchase prices charged within the Project or on the Project Site, except as such imposition is expressly required by this Agreement; (i) materially and or adversely limit the processing or procuring of applications and approvals of Subsequent Implementing Approvals that are consistent with Basic Approvals; or, (j) impose or increase any Impact Fees and ExactionsExactions contained in the San Francisco Municipal Code as of the Effective Date, as they apply to the Project, except as permitted under pursuant to Section 5.4 2.3 of this Agreement. 5.3.2 CPMC may 2.2.3 Developer may, with the concurrence of any affected City Agencies, elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites Site by giving the City written notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if . 2.2.4 The Parkmerced Plan Documents may be amended with Developer’s consent from time to time without the application amendment of such Future Change this Agreement as follows: (A) nonmaterial amendments may be agreed to Existing Standards would be a Material Change to by the City's obligations hereunder, Planning Director and the application of such Future Change to Existing Standards shall require the concurrence Director of any affected City Agencies. 5.3.3 In addition Agency (as appropriate), each in their reasonable discretion, and (B) material amendments may be agreed to by the Planning Commission, the City Administrator and the affected City Agency (either by its Director or, if existing, its applicable Commission), each in their sole discretion. Without limiting the foregoing, except as to Laws the Parties agree that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner any change to the following categories of uses (Transportation Plan must be approved by DPW and the SFMTA, any change to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilitiesthe Infrastructure Plan must be approved by DPW, the City shall not apply Future Changes SFMTA and the SFPUC, any change to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on Sustainability Plan must be approved by DPW and the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project SitesSFPUC. 5.3.4 The Parties acknowledge that, for certain parts of the Project, CPMC must submit a variety of applications for Subsequent Approvals before commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permits. CPMC shall be responsible for obtaining all Subsequent Approvals before commencement of construction to the extent required under applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codes. 5.3.5 CPMC shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications) with respect to some or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.

Future Changes to Existing Standards. All future 2.2.1 Future changes to Existing Standards and any other Lawsordinances, laws, rules, regulations, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("“Future Changes to Existing Standards"”) shall apply to the Project and the Project Sites Site except to the extent they conflict with this Agreement or the terms and conditions of the Basic Approvals. In the event of such a conflict, the terms of this Agreement and the Basic Approvals shall prevail, subject to the terms of Section 5.6 2.4 below. 5.3.1 2.2.2 Future Changes to Existing Standards shall be deemed to “conflict with this Agreement Agreement” and the Basic Approvals if they: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings (including number of residential dwelling units) or other improvements from that permitted under this Agreement for the Near-Term ProjectsAgreement, the Existing Standards, or Standards and the Basic Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings or other improvements that are part of a Near-Term Project from that permitted under this Agreement, the Existing Standards, or Standards and the Basic Approvals; (c) limit or reduce vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for of the Project Sites Site that are permitted under this Agreement, the Existing Standards, Standards and the Approvals or Basic Approvals; (d) materially change the Existing UsesProject site plan as shown in the Parkmerced Plan Documents; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2provided in this Agreement, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings at the Project SitesSite, so long as all requirements of this Agreement are satisfied and all necessary infrastructure to serve such development is constructed by Developer as required by the Basic Approvals; (gf) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.3; (hg) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the ApprovalsParkmerced Plan Documents and FEIR (provided nothing in the foregoing will limit Developer’s obligations for the Completion of the Community Improvements and/or Public Improvements as contemplated and required under this Agreement); (h) impose any ordinance or regulation which controls commercial or residential rents or purchase prices charged within the Project or on the Project Site, except as such imposition is expressly required by this Agreement; (i) materially and or adversely limit the processing or procuring of applications and approvals of Subsequent Implementing Approvals that are consistent with Basic Approvals; orand, (j) impose or increase any Impact Fees and ExactionsExactions contained in the San Francisco Municipal Code as of the Effective Date, as they apply to the Project, except as permitted under pursuant to Section 5.4 2.3 of this Agreement. 5.3.2 CPMC may 2.2.3 Developer may, with the concurrence of any affected City Agencies, elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites Site by giving the City written notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if . 2.2.4 The Parkmerced Plan Documents may be amended with Developer’s consent from time to time without the application amendment of such Future Change this Agreement as follows: (A) nonmaterial amendments may be agreed to Existing Standards would be a Material Change to by the City's obligations hereunder, Planning Director and the application of such Future Change to Existing Standards shall require the concurrence Director of any affected City Agencies. 5.3.3 In addition Agency (as appropriate), each in their reasonable discretion, and (B) material amendments may be agreed to by the Planning Commission, the City Administrator and the affected City Agency (either the Director or, if existing, by the applicable Commission), each in their sole discretion. Without limiting the foregoing, except as to Laws the Parties agree that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner any change to the following categories of uses (Transportation Plan must be approved by DPW and the MTA, any change to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilitiesthe Infrastructure Plan must be approved by DPW, the City shall not apply Future Changes MTA and the PUC, any change to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on Sustainability Plan must be approved by DPW and the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project SitesPUC. 5.3.4 The Parties acknowledge that, for certain parts of the Project, CPMC must submit a variety of applications for Subsequent Approvals before commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permits. CPMC shall be responsible for obtaining all Subsequent Approvals before commencement of construction to the extent required under applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codes. 5.3.5 CPMC shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications) with respect to some or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites Site except to the extent they conflict with this Agreement or the terms and conditions of the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of Section 5.6 below5.6. 5.3.1 Future Changes to Existing Standards shall be deemed to conflict with this Agreement and the Approvals if they: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings Buildings or change the location of proposed Buildings or change or reduce other improvements from that permitted under this Agreement for the Near-Term ProjectsProject, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings Buildings or other improvements that are part of a Near-Term the Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit limit, reduce or reduce change the location of vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites from that are permitted under this Agreement, the Existing Standards, the Approvals or the Existing Uses; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings Buildings at the Project SitesSite; (g) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.35.4.2; (h) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the Approvals; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose or increase any Impact Fees and Exactions, as they apply to the Project, except as permitted under Section 5.4 5.4.2 of this Agreement. 5.3.2 CPMC Developer may elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites Site by giving the City notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if the application of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites Site for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC Developer from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project SitesSite. 5.3.4 5.3.3 The Parties acknowledge that, for certain parts of the Project, CPMC Developer must submit a variety of applications for Subsequent Approvals before commencement Commencement of constructionConstruction, including including, without limitation, building permit applications, a residential hotel permit to convertstreet, street sidewalk or other adjacent property improvement permits, and encroachment permits, street and sidewalk modifications, and final maps. CPMC Developer shall be responsible for obtaining all Subsequent Approvals before commencement the start of any construction to the extent required under applicable Applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codescodes applicable on a City-Wide basis. 5.3.5 CPMC 5.3.4 Developer shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications and development- specific condominium map or plan applications) with respect to some or all of the Project SitesSite, to subdivide, reconfigure or merge the parcels comprising the Project Sites Site as may be necessary or desirable in order to develop a particular part of the ProjectProject as shown generally in Exhibit B. The specific boundaries of parcels shall be set by Developer and approved by the City during the subdivision process. Nothing in this Agreement shall authorize CPMC Developer to subdivide or use any of the Project Sites Site for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1Approvals.

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans plans, or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites Site, except to the extent they conflict with this Agreement Agreement, or the terms and conditions of the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of this Section 5.6 below5.4. 5.3.1 Future Changes 5.4.1 Developer and the City have provided for changes or adjustments to the Project due to DISC or Cranes in Sections 4.2.2 and 4.2.3 of this Agreement. As such, this Existing Standards shall be deemed to conflict with this Agreement and the Approvals if theythey substantially or materially: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings Buildings or change the location of proposed Buildings or change or reduce other improvements from that permitted under this Agreement for the Near-Term ProjectsProject, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings Buildings or other improvements that are part of a Near-Term the Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit limit, reduce or reduce change the allowed location of vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites from that are permitted under this Agreement, the Existing Standards, the Approvals Approvals, or the Existing Uses; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings Buildings at the Project SitesSite; (gf) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.35.4.2; (hg) limit or control the availability or the type or nature of public utilities, services services, or facilities facilities, or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the Approvals; (h) conflict with, or otherwise limit, control, or change the management, delivery, or governance of a Privately-Owned Publicly Accessible Open Space as set forth in this Agreement; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose increase or increase decrease any Impact Fees and ExactionsFees, as they apply to the Project, except as permitted under Section 5.4 5.4.2, or impose any new development or impact fees or exactions or other fees, contributions, special taxes, exactions, impositions or dedications, whether any of the foregoing are imposed as a fee, a zoning requirement or otherwise, except as expressly permitted in this Agreement. 5.3.2 CPMC may elect . [Note to have City – this language is undergoing Developer review. Also, if acceptable then other changes need to be made above, such as to clause (i), which already has a materiality modifier: Developer and City, working together in good faith, shall reasonably determine whether any Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites by giving the City notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change Change(s) to Existing Standards shall be deemed to be an Existing Standard; provided, however, if conflict with this Agreement or the application Approvals in any material or substantial way and shall take into account the aggregate effect of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply all previous Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses and any then-proposed Future Changes on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude or the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project Sites. 5.3.4 The Parties acknowledge that, for certain parts of the Project, CPMC must submit a variety of applications for Subsequent Approvals before commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permits. CPMC shall be responsible for obtaining all Subsequent Approvals before commencement of construction to the extent required under applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, material or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinancesubstantial effect(s), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codes. 5.3.5 CPMC shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications) with respect to some or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.

Future Changes to Existing Standards. All future changes to Existing Standards and any other Laws, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("Future Changes to Existing Standards") shall apply to the Project and the Project Sites Site except to the extent they conflict with this Agreement or the terms and conditions of the Approvals. In the event of such a conflict, the terms of this Agreement and the Approvals shall prevail, subject to the terms of Section 5.6 below5.6. 5.3.1 Future Changes to Existing Standards shall be deemed to conflict with this Agreement and the Approvals if they: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings Buildings or change the location of proposed Buildings or change or reduce other improvements from that permitted under this Agreement for the Near-Term ProjectsProject, the Existing Standards, or the Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings Buildings or other improvements that are part of a Near-Term the Project from that permitted under this Agreement, the Existing Standards, or the Approvals; (c) limit limit, reduce or reduce change the location of vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for the Project Sites from that are permitted under this Agreement, the Existing Standards, the Approvals or the Existing Uses; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings Buildings at the Project SitesSite; (g) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.35.4.2; (h) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the Approvals; (i) materially and adversely limit the processing or procuring of applications and approvals of Subsequent Approvals that are consistent with Approvals; or, (j) impose or increase any Impact Fees and Exactions, as they apply to the Project, except as permitted under Section 5.4 of this Agreement5.4.2. 5.3.2 CPMC Developer may elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites Site by giving the City notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if the application of such Future Change to Existing Standards would be a Material Change to the City's obligations hereunder, the application of such Future Change to Existing Standards shall require the concurrence of any affected City Agencies. 5.3.3 In addition to the foregoing, except as to Laws that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner to the following categories of uses (to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilities, the City shall not apply Future Changes to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites Site for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC Developer from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project SitesSite. 5.3.4 5.3.3 The Parties acknowledge that, for certain parts of the Project, CPMC Developer must submit a variety of applications for Subsequent Approvals before commencement Commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permitsConstruction. CPMC Developer shall be responsible for obtaining all Subsequent Approvals before commencement the start of any construction to the extent required under applicable Applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codescodes applicable on a City-Wide basis. 5.3.5 CPMC 5.3.4 Developer shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications and development- specific condominium map or plan applications) with respect to some or all of the Project SitesSite, to subdivide, reconfigure or merge the parcels comprising the Project Sites Site as may be necessary or desirable in order to develop a particular part of the ProjectProject as shown generally in Exhibit B. The specific boundaries of parcels shall be set by Developer and approved by the City during the subdivision process. Nothing in this Agreement shall authorize CPMC Developer to subdivide or use any of the Project Sites Site for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1Approvals.

Future Changes to Existing Standards. All future 2.2.1 Future changes to Existing Standards and any other Lawsordinances, laws, rules, regulations, plans or policies adopted by the City or adopted by voter initiative after the Effective Date ("“Future Changes to Existing Standards"”) shall apply to the Project and the Project Sites Site except to the extent they conflict with this Agreement or the terms and conditions of the Basic Approvals. In the event of such a conflict, the terms of this Agreement and the Basic Approvals shall prevail, subject to the terms of Section 5.6 2.4 below. 5.3.1 2.2.2 Future Changes to Existing Standards shall be deemed to “conflict with this Agreement Agreement” and the Basic Approvals if they: (a) limit or reduce the density or intensity of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings (including number of residential dwelling units) or other improvements from that permitted under this Agreement for the Near-Term ProjectsAgreement, the Existing Standards, or Standards and the Basic Approvals; (b) limit or reduce the height or bulk of a Near-Term the Project, or any part thereof, or otherwise require any reduction in the height or bulk of individual proposed buildings or other improvements that are part of a Near-Term Project from that permitted under this Agreement, the Existing Standards, or Standards and the Basic Approvals; (c) limit or reduce vehicular access or parking on the Project Sites from that permitted under this Agreement, the Existing Standards, or the Approvals; (d) change or limit any land uses or height and bulk limits for of the Project Sites Site that are permitted under this Agreement, the Existing Standards, Standards and the Approvals or Basic Approvals; (d) materially change the Existing UsesProject site plan as shown in the Parkmerced Plan Documents; (e) change or limit the Approvals or Existing Uses; (f) except as required by Section 4.2provided in this Agreement, materially limit or control the rate, timing, phasing, or sequencing of the approval, development, or construction of all or any part of a Near-Term the Project in any manner, including the demolition of existing buildings at the Project SitesSite, so long as all requirements of this Agreement are satisfied and all necessary infrastructure to serve such development is constructed by Developer as required by the Basic Approvals; (gf) require the issuance of permits or approvals by the City other than those required under the Existing Standards, except as otherwise provided in Section 5.4.3; (hg) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities for a Near-Term the Project as contemplated by the ApprovalsParkmerced Plan Documents and FEIR (provided nothing in the foregoing shall limit Developer’s obligation to Complete the Community Improvements and/or Public Improvements as contemplated and required under this Agreement); (h) impose any ordinance or regulation which controls commercial or residential rents or purchase prices charged within the Project or on the Project Site, except as such imposition is expressly required by this Agreement; (i) materially and or adversely limit the processing or procuring of applications and approvals of Subsequent Implementing Approvals that are consistent with Basic Approvals; or, (j) impose or increase any Impact Fees and ExactionsExactions contained in the San Francisco Municipal Code as of the Effective Date, as they apply to the Project, except as permitted under pursuant to Section 5.4 2.3 of this Agreement. 5.3.2 CPMC may 2.2.3 Developer may, with the concurrence of any affected City Agencies, elect to have a Future Change to Existing Standards that conflicts with this Agreement and the Approvals applied to the Project or the Project Sites Site by giving the City written notice of its election to have a Future Change to Existing Standards applied, in which case such Future Change to Existing Standards shall be deemed to be an Existing Standard; provided, however, if . 2.2.4 The Parkmerced Plan Documents may be amended with Developer’s consent from time to time without the application amendment of such Future Change this Agreement as follows: (A) nonmaterial amendments may be agreed to Existing Standards would be a Material Change to by the City's obligations hereunder, Planning Director and the application of such Future Change to Existing Standards shall require the concurrence Director of any affected City Agencies. 5.3.3 In addition Agency (as appropriate), each in their reasonable discretion, and (B) material amendments may be agreed to by the Planning Commission, the City Administrator and the affected City Agency (either by its Director or, if existing, its applicable Commission), each in their sole discretion. Without limiting the foregoing, except as to Laws the Parties agree that are (i) applicable on a City-Wide basis and (ii) applied in an equitable and non-discriminatory manner any change to the following categories of uses (Transportation Plan must be approved by DPW and the SFMTA, any change to each individually): General Acute Care Hospitals, medical office buildings or outpatient facilitiesthe Infrastructure Plan must be approved by DPW, the City shall not apply Future Changes SFMTA and the SFPUC, any change to Existing Standards that change, limit or control healthcare and/or medical services, healthcare and/or medical service lines, healthcare and/or medical uses on Sustainability Plan must be approved by DPW and the Project Sites, or any other hospital, medical office or outpatient facility requirements, provided the foregoing shall not limit the City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the application of any Future Changes to Existing Standards to all or part of the Project SitesSFPUC. 5.3.4 The Parties acknowledge that, for certain parts of the Project, CPMC must submit a variety of applications for Subsequent Approvals before commencement of construction, including building permit applications, a residential hotel permit to convert, street improvement permits, and encroachment permits. CPMC shall be responsible for obtaining all Subsequent Approvals before commencement of construction to the extent required under applicable Law. Notwithstanding anything in this Agreement to the contrary, when considering any such application for a Subsequent Approval, the City shall apply the applicable provisions, requirements, rules, or regulations that are contained in the California Building Standards Code, as amended by the City, including requirements of the San Francisco Building Code, Public Works Code (which includes the Stormwater Management Ordinance), Subdivision Code, Mechanical Code, Electrical Code, Plumbing Code, Fire Code or other uniform construction codes. 5.3.5 CPMC shall have the right, from time to time and at any time, to file subdivision map applications (including phased final map applications) with respect to some or all of the Project Sites, to subdivide, reconfigure or merge the parcels comprising the Project Sites as may be necessary or desirable in order to develop a particular part of the Project. Nothing in this Agreement shall authorize CPMC to subdivide or use any of the Project Sites for purposes of sale, lease or financing in any manner that conflicts with the California Subdivision Map Act (California Government Code § 66410 et seq.), or with the Subdivision Code. Nothing in this Agreement shall prevent the City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not conflict with the provisions of this Agreement or with the Approvals as set forth in Section 5.3.1.