ORDINANCE 123355___

AN ORDINANCE relating to transferable development rights ("TDR"); authorizing The City of Seattle to purchase TDR from a lot at 2209 1st Avenue in Seattle; and authorizing related agreements and acceptance of a deed.

WHEREAS, under the City's Land Use Code certain downtown properties, including those preserved for low-income housing, are eligible to transfer unused development rights; and

WHEREAS, the Department of Planning and Development, in consultation with the Office of Housing, has determined that the lot on which the Scargo Hotel is located meets the Housing TDR Site requirements as defined in Chapter 23.84A of the Seattle Municipal Code ("SMC") and, in a letter dated March 10, 2010, certified 3,900 square feet of TDR as eligible for transfer from that lot in accordance with SMC 23.49.014; and

WHEREAS, by SMC 3.20.320, the City has established a "TDR Bank" and authorized the Director of the Office of Housing to negotiate the purchase of TDR from such properties in order to aid in the preservation of lowincome housing, subject to approval of each purchase by ordinance and subject to budget authority; and

WHEREAS, Plymouth Housing Group, the owner of Scargo Hotel, a residential building currently being renovated to continue providing permanent housing for 47 previously homeless individuals, proposes to sell TDR to the City in accordance with the City's Land Use Code; and

WHEREAS, funds are available in the TDR/Mitigation Subfund and the Office of Housing has existing expenditure authority for the purchase of Housing TDR; NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. The Director of Housing or his or her designee ("OH Director") is authorized, for and on behalf of The City of Seattle, to execute, deliver perform, administer and enforce an agreement for the purchase of up to 3,900 square feet of Housing TDR (as defined in Chapter 23.84A of the Seattle Municipal Code) for a total price not to exceed $58,500, based on the terms set forth in Attachment A to this ordinance, with such additional terms and conditions and such modifications, other than increase in price, as the OH Director shall find to be appropriate to effect the intent of this ordinance ("Agreement"). The Housing TDR to be purchased derive from the property known as Scargo Hotel located at 2209 1st Avenue in Seattle ("the Project"), legally described as follows:

Lot 10 in Block 40, Addition to the Town of Seattle as laid out by A.A. Denny (commonly known as A.A. Denny's 6th Addition to the City of Seattle), according to the plat thereof recorded in Volume 1 of Plats, page 99, records of King County, Washington;

Except the easterly 9 feet thereof condemned in District Court cause 7092 for the widening of 1st Avenue.

Section 2. Purchase of any amount of TDR derived from the Project is conditioned upon a TDR Agreement being recorded that includes a commitment approved by the OH Director to provide low-income housing for a minimum of 50 years, consistent with the City's Land Use Code.

Section 3. The OH Director is further authorized, for and on behalf of the City, to accept and record a statutory warranty deed, substantially in the form of Attachment B to this ordinance, to the TDR to be purchased and to execute, deliver, modify, administer and enforce such other agreements and documents as may be reasonably necessary to carry out the intent of this ordinance.

Section 4. This ordinance shall take effect and be in force 30 days from and after its approval by the Mayor, but if not approved and returned by the Mayor within ten days after presentation, it shall take effect as provided by Seattle Municipal Code Section 1.04.020.

Passed by the City Council the ____ day of ________________________, 2010, and signed by me in open session in authentication of its passage this _____ day of ___________________, 2010.

_________________________________

President __________of the City Council

Approved by me this ____ day of _____________________, 2010.

_________________________________

Michael McGinn, Mayor

Filed by me this ____ day of __________________________, 2010.

____________________________________

City Clerk

(Seal)

Attachment A: TERM SHEET -SALE OF TDR BY PLYMOUTH HOUSING GROUP ("Seller") TO THE CITY OF SEATTLE ("Buyer")

Attachment B: STATUTORY WARRANTY DEED?DEVELOPMENT RIGHTS

Laura Hewitt Walker/LHW OH Scargo Hotel TDR ORD June 9, 2010 Version #3a

TERM SHEET

SALE OF TDR BY PLYMOUTH HOUSING GROUP ("Seller") TO THE CITY OF SEATTLE ("Buyer")

This term sheet describes the basic terms of the proposed purchase and sale of TDR between Buyer and Seller. Any binding commitment by the Buyer to buy TDR will be made only after City Council approval by ordinance and upon signing of a definitive purchase and sale agreement (the "Agreement"). The Agreement is intended to include the following terms:

1. Sending Lot . Seller is the owner of Scargo Hotel, a 3 story residential building located at 2209 1st Avenue in Downtown Seattle's Belltown neighborhood, and also owns the lot on which Scargo Hotel is located ("Sending Lot").

2. Renovation; TDR Agreement . Seller shall complete the substantial renovation of Scargo Hotel, currently underway, which shall preserve 47 extremely low-income housing units and create secured entry, community and social service spaces for the benefit of residents. Seller will also enter into a TDR Agreement with The City of Seattle consistent with SMC 23.49.014.

3. TDR Available . Seller represents that the Sending Lot has 3,900 square feet of transferable development rights ("TDR") in accordance with the City's Land Use Code.

4. Purchase and Sale of TDR. Seller shall sell and Buyer shall buy up to 3,900 square feet of Housing TDR, as defined in SMC Chapter 23.84A, from the Sending Lot.

5. Seller Warranties. Seller will represent and warrant to Buyer that, as of the date of execution of the Agreement and as of the closing of the sale:

Seller is the owner of the Sending Lot, subject to no liens or encumbrances except as set forth on the policy of title insurance issued to Buyer in connection with Buyer's 2009 loan to Seller secured by the Sending Lot, and any others approved in writing by Buyer.

The sale of the TDR has been duly authorized by all necessary corporate action of Seller.

6. Purchase Price. Buyer agrees to pay a purchase price of $15.00 per square foot for Housing TDR.

7. Transfer of Title/Closing.

7.1 The closing date shall be the date that title is transferred from Seller to Buyer (the "Closing Date"). There shall be a single Closing Date, which shall be specified by Buyer at least ten (10) days prior to the Closing Date. If so required by Buyer, the sale shall be closed by a licensed escrow agent. Seller shall demonstrate to the satisfaction of Buyer that it has satisfied all conditions to transfer of Housing TDR, and the amount of TDR available for transfer, not later than September 30, 2010.

7.2 Buyer shall pay all cash at closing in the amount of the purchase price applicable to the transaction.

7.3 On the Closing Date, Seller shall execute and cause to be recorded, and instruct the County recording officer to deliver to Buyer, a statutory warranty deed for the Housing TDR.

7.4 Costs of recording, real estate excise taxes and escrow fees, if applicable, shall be paid by Seller from proceeds of the TDR sale.

8. Title and Title Insurance.

8.1 Seller shall demonstrate to the satisfaction of the Buyer that the TDR sold are not subject to any liens, encumbrances, options or rights of first refusal, or defects in title, but Seller shall not be required to provide or pay for title insurance.

8.2 Buyer may obtain title insurance or title reports at Buyer's own expense. Buyer shall provide a copy of any title report of commitment to Seller, promptly upon receipt. Buyer understands that title insurance for TDR may not be available or may contain non-standard exceptions and exclusions.

9. Use of TDR Proceeds.

9.1 Buyer shall use proceeds of Housing TDR sale for rehabilitation costs consistent with the Scargo Hotel Development Budget, to be included as an attachment to the TDR Agreement with The City of Seattle.

Laura Hewitt Walker/LHW OH Scargo Hotel TDR ORD -Attachment A June 3, 2010 Version #1

After recording, return to:

Laura Hewitt Walker

City of Seattle, Office of Housing

700 5th Avenue, #5700

PO Box 94725

Seattle, WA 98124-4725

STATUTORY WARRANTY DEED?DEVELOPMENT RIGHTS

Reference numbers of related documents: Not applicable.

Grantor: Plymouth Housing Group, a Washington nonprofit corporation

Grantee: The City of Seattle, a Washington municipal corporation

Legal Descriptions:

1. Abbreviated form

TDR Sending Lot: Lot 10, Block 40, Volume 1 of Plats, page(s) 99, in King County, Washington.

2. Additional legal description is on pages 1-2 below.

Assessor's Property Tax Parcel Account Number(s):

TDR Sending Lot: 197720-0610-05

The Grantor, PLYMOUTH HOUSING GROUP, a Washington nonprofit corporation, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, conveys and warrants to Grantee, THE CITY OF SEATTLE, a Washington municipal corporation, 3,900 square feet of Transferable Development Rights ("TDR"), pursuant to Seattle Municipal Code ("SMC") Chapter 23.49 from the real property in Seattle, King County, Washington, on which there is located a housing structure known as "Scargo Hotel", legally described as follows:

LOT 10 IN BLOCK 40, ADDITION TO THE TOWN OF SEATTLE AS LAID OUT BY A.A. DENNY (COMMONLY KNOWN AS A.A. DENNY'S 6TH ADDITION TO THE CITY OF SEATTLE), ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 1 OF PLATS, PAGE 99, RECORDS OF KING COUNTY, WASHINGTON;

EXCEPT THE EASTERLY 9 FEET THEREOF CONDEMNED IN DISTRICT COURT CAUSE 7092 FOR THE WIDENING OF 1ST AVENUE, AS PROVIDED BY ORDINANCE NUMBER(S) 9311 AND 1107 OF THE CITY OF SEATTLE.

This conveyance is made in accordance with the terms of that certain TDR Purchase and Sale Agreement between Grantor and Grantee, dated _________________, 2010, the terms of which are not merged into this Deed and survive the delivery of this Deed to Grantee to the extent provided in such Agreement. The rights of Grantor and its successors and assigns to develop and use floor area on the above property are restricted in perpetuity as a result of this conveyance, pursuant to the TDR Agreement recorded under King County recording no. _________________ and SMC Chapter 23.49.

Dated this ______ day of ____________________, 2010.

GRANTOR

Plymouth Housing Group

By

Print Name: Paul Lambros

Title: Executive Director

[acknowledgments follow]

ACKNOWLEDGMENT

STATE OF WASHINGTON )

) ss.

COUNTY OF KING )

On this ______ day of ______________________________, 2010 before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Paul Lambros , to me personally known (or proven on the basis of satisfactory evidence) to be the Executive Director of Plymouth Housing Group , the Washington nonprofit corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned.

WITNESS my hand and seal hereto affixed the day and year in this certificate above written.

Print Name

NOTARY PUBLIC in and for the State

of Washington, residing at

(seal or stamp) My commission expires

Laura Hewitt Walker/LHW OH Scargo Hotel TDR ORD Attachment B June 3, 2010 Version #1