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May 25, 2010 -Execution Copy retail uses, restaurants, soft goods, and service-oriented retailers (the "Retail Project"). The Retail Project could also include amixed-use residential project consisting of up to 250 one- and two-bedroom apartments or alternatively, a 210 room hotel development serving future Kaiser employees, physicians and visitors, or an additiona145,000 square feet of retail for a total of 432,000 square feet of retail. F. Collectively, the Kaiser Medical Center Project Site and the Retail Project Site will be referred to herein as the "Project Site;" and the Kaiser Medical Center Project and the Retail Project will be referred to herein as the "Project." G. City has taken several actions to review and plan for the future development of the Project. These include, without limitation, the following: 1. Environmental Impact Report. The environmental impacts of the Project, including the Project Approvals and their implementation through certain Subsequent Approvals, and alternatives to the Project and its location, have properly been reviewed and assessed by City pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. ;California Code of Regulations Title 14, Section 15000 et seq. (the "CEQA Guidelines"); and City's local guidelines promulgated thereunder (hereinafter collectively referred to as "CEQA"). On May 3, 2010, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Leandro (the "Planning Commission"), the City Council certified a final environmental impact report covering the Project (the "EIR"). As required by CEQA, the City adopted written findings and a mitigation monitoring and reporting program (the "Mitigation Monitoring and Reporting Program") prior to approving the Project Approvals. 2. General Plan Amendment. Following review and recommendation by the City Planning Commission and after a duly noticed public hearing and certification of the EIR, the City Council, by Resolution No. 2010-044, approved amendments to the San Leandro General Plan (the "General Plan Amendment") redesignating the Project Site to the San Leandro General Plan's General Commercial land use designation. 3. Rezoning. Following City Planning Commission review and recommendation, certification of the EIR and adoption of the General Plan Amendment at a duly noticed public hearing, the City Council adopted City Ordinance No. 2010-006, rezoning the Project Site to City's Commercial Community zoning district and Planned Development Overlay District (the "PD Zoning"), approving a Planned Development Project, including Plans, Guidelines, and other materials required pursuant to Article 10 of the San Leandro Zoning Ordinance (the "PD Project"), for the Project. The approvals and development policies described in this Recital G are collectively referred to herein as the "Project Approvals." H. City and Developer agree that additional project-level CEQA review will be required prior to approval of the Retail Project, consistent with State laws and Page 2 of 36 1424669.1 Kaiser Medical Center and Retail Project Development Agreement