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(1) On February 15, 2000, the City Council adopted Resolution No. 00 -013 certifying the Final Environmental Impact Report (State Clearing House No. 96- 013005) for the San Francisco Water Department Bernal Property Specific Plan (the "ElR in accordance with the California Environmental Quality Act "CEQA (2) On August 21, 2000, the City Council, after conducting a duly noticed public hearing and making appropriate findings, adopted a Statement of Overriding Considerations and a Mitigation Monitoring Program and approved the Initial Project Approvals. In connection with City's review and approval of the Initial Project Approvals, City, acting as the lead agency under CEQA, reviewed the EIR and determined that none of the elements set forth in Public Resources Code §21166 or §15162 of the CEQA Guidelines "CEQA Guidelines exists and therefore determined, in accordance with §15096 of the CEQA Guidelines, that no subsequent or supplemental EIR is required to be prepared prior to granting the Initial Project Approvals. (3) On August 21, 2000, the City Council adopted Resolution No. 00-111 approving the `Bernal Property Specific Plan" (the "Specific Plan") for the Property consisting of (a) approximately 170 acres of commercial, office, medium and high density residential, open space, and park and recreational uses (the "PUD Properties (b) an additional 138 acres of potential park and recreational uses and (c) approximately 192 acres of unspecified use. (4) On August 28, 2000, the City Council adopted Ordinance No. 1813 rezoning approximately 70 acres of the Property and prezoning approximately 430 acres of the Property to the Planned Unit Development "PUD District and adopted Ordinance No. 1814 approving a PUD Plan for the development of the PUD Properties. (5) On August 28, 2000, the City Council adopted Ordinance No. 1815, approving this Development Agreement. (6) On August 21, 2000, the City Council adopted Resolution No. 00 -112 approving a growth management allocation for the Property and authorizing the execution of the Growth Management Agreement. (7) On August 21, 2000, the City Council adopted Resolution No. 00 -113, authorizing the execution of an "Affordable Housing Agreement which agreement sets forth the understanding of the parties with respect to the affordable housing component of the Project. The approvals, development policies and agreements described in subparagraphs (1) through (7) above shall be collectively referred to herein as the "Initial Project Approvals." Approvals issued after the Initial Project Approvals, including but not limited to any CEQA compliance requirements, for development of the Property, shall be referred to as the "Subsequent Ministerial Approvals" or "Subsequent Discretionary Approvals" or collectively as the "Subsequent Approvals," as defined herein. The Initial Project Approvals and Subsequent Discretionary Approvals shall be collectively referred to herein as the "Project Approvals." All references herein to Initial Project Approvals, Subsequent Ministerial Approvals, Subsequent Discretionary Approvals, Subsequent Approvals or Project Approvals shall mean and include those approvals as they may be amended from time to time. 35690/849375v 14 3 0825/00