ORDINANCE _____________

AN ORDINANCE relating to the Holly Park redevelopment project; authorizing the Mayor to execute a Third Amended and Restated Memorandum of Agreement with the Housing Authority of the City of Seattle.

WHEREAS, the Housing Authority of the City of Seattle received capital contributions from The City of Seattle to provide partial funding for Phases I and II of the redevelopment of the 102-acre public housing community in southeast Seattle known as Holly Park; and

WHEREAS, the Housing Authority of the City of Seattle has requested capital contributions from The City of Seattle to provide partial funding for Phase III of the redevelopment of Holly Park; and

WHEREAS, Resolution 30521, adopted by the City Council on October 7, 2002, provides certain conditions that must be met prior to the City funding Phase III of the redevelopment of Holly Park, including execution of a third amended and restated memorandum of agreement outlining conditions for disbursement of City funds, and a requirement that the Housing Authority of the City of Seattle provide updated project development and operating budgets and detailed cost estimates for all portions of Phase III of Holly Park for the City's review and approval; and

WHEREAS, the Third Amended and Restated Memorandum of Agreement must be approved by the City Council by ordinance; NOW THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. The Mayor is hereby authorized to execute, for and on behalf of The City of Seattle, a Third Amended and Restated Memorandum of Agreement 2003 ("MOA"), substantially in the form attached hereto as Exhibit A, with the Housing Authority of the City of Seattle concerning the Holly Park redevelopment project.

Section 2. Notwithstanding the provisions of Ordinance 118605, as amended by Ordinance 119688, funding for Public Infrastructure (as defined in the MOA) for Phase III shall not exceed actual

costs or the amounts specifically allocated in the MOA for water, drainage and wastewater infrastructure, whichever is less. In aggregate, the amounts specifically allocated equal Eight Hundred Sixteen Thousand Dollars ($816,000).

Section 3. Each March 1st, beginning March 1, 2004 and continuing through March 1, 2006, the Director of Housing shall provide annual reports to the Housing, Human Services and Community Development Committee (or its functional successor) of the City Council that include, at a minimum, the status of the Housing Authority of the City of Seattle's compliance with the Annual Production Targets (attached as Attachment C to the MOA), a status report of the Community Facilities (as defined in the MOA), including a schedule of tenants and services provided by tenants, the requests for and use of funds from the City by non-profit housing organizations for the Partnership Units (as defined in the MOA), and summaries of the quarterly reports provided by the Housing Authority of the City of Seattle to the Office of Housing pursuant to Sections 7.1.1 and 7.1.2 of the MOA. In addition, the Director of Housing shall provide to the Housing, Human Services and Community Development Committee (or its functional successor) of the City Council copies of annual reports submitted by the Housing Authority of the City of Seattle to the Office of Housing pursuant to Section 7.1.7 of the MOA, which are anticipated to begin in 2007.

Section 4. This ordinance shall take effect and be in force thirty (30) days from and after its approval by the Mayor, but if not approved and returned by the Mayor within ten (10) days after presentation, it shall take effect as provided by Municipal Code Section 1.04.020.

Passed by the City Council the _____ day of ____________, 2003, and signed by me in open session in authentication of its passage this _____ day of _________________, 2003. ___________________________________________ President _______ of the City Council

Approved by me this _____ day of _________________, 2003. ___________________________________________ Gregory J. Nickels, Mayor

Filed by me this _____ day of ____________________, 2003. ___________________________________________ City Clerk

Attachments: Exhibit A Third Amended and Restated Memorandum of Agreement 2003 ("MOA") Attachment A to MOA: Resolution 29579 Attachment B to MOA: Resolution 29578 Attachment C to MOA: Annual Production Targets March 25, 2003 Version #3a

THIRD AMENDED AND RESTATED MEMORANDUM OF AGREEMENT 2003

This Third Amended and Restated Memorandum of Agreement 2003 is made between the Housing Authority of the City of Seattle, a public body corporate and politic under the laws of the State of Washington, and The City of Seattle, a Washington municipal corporation.

RECITALS

A. SHA received a Forty-seven Million One Hundred Thousand Dollar ($47,100,000) HOPE VI Revitalization Demonstration Project Implementation Grant from HUD to partially fund the redevelopment of the 102 acre public housing community known as Holly Park in Southeast Seattle into a mixed-income housing community in partnership with the current residents of Holly Park and private and public entities.

B. The City Council adopted Resolution 29479 on November 12, 1996 affirming its intent to make capital contributions to Phase I and directing the development of the City's financial contribution plan for Phase I.

C. The City Council adopted Resolution 29579 on June 2, 1997, a copy of which is attached hereto as Attachment A, approving a financial contribution plan not to exceed Six Million Three Hundred Thousand Dollars ($6,300,000) for Phase I.

D. The City Council adopted Resolution 29578 on June 2, 1997, a copy of which is attached hereto as Attachment B, accepting the Replacement Housing Plan.

E. Resolution 29579 provides that the City Funds for Phase I shall not be released until the City Council has adopted by ordinance, and the City and SHA have executed, a memorandum of agreement consistent with certain conditions set forth in Resolutions 29578 and 29579.

F. The City Council passed Ordinance 118687 on August 11, 1997, authorizing the Mayor to execute a Memorandum of Agreement in the form attached to the ordinance, and Ordinance 118836 on December 8, 1997, authorizing the Mayor to execute a First Amendment to Memorandum of Agreement in the form attached to the ordinance. Both were fully executed as of December 16, 1997.

G. The City Council adopted Resolution 29811 on August 31, 1998, affirming the City's intent to make capital contributions to Phase II of the redevelopment of Holly Park, and stating conditions for funding, including a memorandum of agreement for Phase II.

H. The parties elected to enter into an amended and restated memorandum of agreement incorporating the First Amendment and the requirements for Phase II into the Memorandum of Agreement rather than creating a separate Phase II memorandum of agreement. The City Council passed Ordinance 119689 on October 4, 1999, authorizing the Mayor to execute an Amended and Restated Memorandum of Agreement in the form attached to the ordinance. The Amended and Restated Memorandum of Agreement 1999 was fully executed as of October 14, 1999.

I. On April 24, 2000, the City Council passed Ordinance 119924 authorizing the Mayor to execute a Second Amended and Restated Memorandum of Agreement, in the form attached to the ordinance, to change the use of HOME funds for Phase II; to make modifications to the replacement housing requirements to permit the development of 20 units of housing with the King County Housing Authority outside the city limits on a one time basis only and to require that all future replacement units be located within the City limits; and to make modifications to certain Annual Production Targets for Phase II and Phase III. The Second Amended and Restated Memorandum of Agreement 2000 was fully executed as of May 31, 2000.

J. The City Council adopted Resolution 30521 on October 7, 2002, affirming the City's intent to make capital contributions to Phase III of the redevelopment of Holly Park, and stating conditions for funding, including a third amended and restated memorandum of agreement.

K. The parties desire to enter into this Third Amended and Restated Memorandum of Agreement 2003, as authorized by Ordinance __________, to include new provisions pertaining to Phase III and to make modifications to certain Annual Production Targets for Phase II and Phase III.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

The following words and terms have the following meanings for purposes of this Agreement:

1.1. "ACC" means the Annual Contributions Contract between SHA and HUD, as amended.

1.2. "Agreement" means this Third Amended and Restated Memorandum of Agreement 2003.

1.3. "Annual Production Targets" means the annual production targets for Phases I, II and III, including number, type, affordability, funding and/or completion of units or other assistance, as established in Sections I-IV of the Annual Production Targets, attached to this Agreement as Attachment C.

1.4. "Change of Use" means any failure during the term of this Agreement to provide and make continuously available for residential occupancy the housing units (including number, type and affordability level) as specified in Sections I-III of the Annual Production Targets.

1.5. "City" means The City of Seattle.

1.6. "City Contribution Agreements" means each and every City agreement, debt instrument, security document, financing statement or other document executed by SHA concerning City Funds for Phase I, Phase II or Phase III, including, without limitation, promissory notes, deeds of trust, loan agreements, grant agreements, regulatory agreements and service and contribution agreements, and amendments and modifications thereto.

1.7. "City Funds" means funds, credits, facilities, equipment or services provided by the City pursuant to this Agreement.

1.8. "Community Facilities" means the non-residential structures identified as the Campus of Learners and the Family Center in the City's Department of Construction and Land Use Master Use and Construction Application and Permit Number 9704058 submitted by SHA on July 8, 1997. Such structures include space for classrooms; space for child care, Head Start and youth tutoring; a Seattle Public Library branch library; and other community and social service office spaces.

1.9. "Cost Certification" means certification of actual project expenditures at the end of each phase by an independent CPA licensed in the State of Washington, in accordance with generally accepted auditing standards and government auditing standards issued by the Comptroller General of the United States.

1.10. "Federal Operating Subsidies" means operating subsidies made available to SHA through an ACC, Section 8 and any other similar federal operating subsidies.

1.11. "HUD" means the U.S. Department of Housing and Urban Development.

1.12. "MBE" means a business that has been certified by the Washington State Office of Minority and Women's Business Enterprises as a minority business enterprise.

1.13. "NOFA" means notice of funding availability.

1.14. "OH" means the City's Office of Housing or its functional successor.

1.15. "Other Financing Documents" means all promissory notes, loan agreements, mortgages, deeds of trust, security agreements, grant agreements, ground leases, master leases, condominium declarations, restrictive covenants, commitments, subscription agreements, partnership or joint venture agreements, or other agreements or instruments relating to any financing of any kind, other than City Funds, for Phase I, Phase II or Phase III.

1.16. "Partnership Units" means the 221 off-site rental housing units identified in Section II.C of the Annual Production Targets that are anticipated to be developed, leased and managed by non-profit housing organizations, owned by SHA as Public Housing, and approved by HUD.

1.17. "Phase I," "Phase II" and "Phase III" mean, respectively, Phase I, Phase II, and Phase III of the redevelopment of Holly Park as approved by City's Department of Construction and Land Use Master Use Permit Number 9400126 issued on June 13, 1997.

1.18. "Project Savings" means the excess, if any, of the sum of all revenues (excluding Utility Funding) above the sum of all expenditures (excluding Utility Funding).

1.19. "Public Housing" means units of housing available to persons eligible under HUD regulations to participate in the public housing program, the operation of which is subsidized by an ACC.

1.20. "Public Infrastructure" means the water, wastewater and/or drainage infrastructure (i) that is required to be constructed or installed under SMC 21.04.060.B, SMC 21.16.270.B and/or SMC chapter 23.53, respectively, and any rules or policies that may be promulgated thereunder, (ii) that is required to be transferred to the City upon completion of construction and (iii) that serves dwelling units of households with aggregate annual incomes less than or equal to 50% of median income, as defined in Ordinance 118605.

1.21. "Replacement Housing Plan" means Attachment A (two pages) to Resolution 29578.

1.22. "SHA" means the Housing Authority of the City of Seattle.

1.23. "SMC" means Seattle Municipal Code.

1.24. "Utility Funding" means funds, credits, facilities, equipment or services (a) from Seattle City Light to extend the City's electrical distribution system, and (b) from Seattle Public Utilities to construct Public Infrastructure.

1.25. "WBE" means a business that has been certified by the Washington State Office of Minority and Women's Business Enterprises as a women's business enterprise.

"WMBE" is a collective reference to WBE and MBE, as defined above.

2. TERM OF THE AGREEMENT

This Agreement shall remain in effect until SHA provides, and the City accepts, certification that the numbers and types of housing units identified in Sections I-III of the Annual Production Targets have remained affordable at the levels specified in the Annual Production Targets and occupied by (or held for rental or sale solely to) eligible tenants or purchasers for a minimum of forty (40) years from the initial date of occupancy of each unit, unless earlier terminated or amended as provided in this Agreement.

3. CITY CONTRIBUTIONS

3.1. Phase I

Subject to the terms and conditions set forth or incorporated in this Agreement, including the schedule, performance measures and policies, terms and conditions of each source of City Funds, the City will contribute to Phase I for the purposes set forth in this Agreement, City Funds, not to exceed a value in aggregate of Six Million Three Hundred Thousand Dollars ($6,300,000), from the sources set forth below:

Holly Park Phase I City Contributions and Uses

SOURCE AMOUNT USE

HOME Program $1,242,315 Down payment assistance (Ord. 118604) to home buyers with annual household income at or below 80% of median income.

1986 Housing Levy $590,421 Housing units for (Ord. 118601) households with annual incomes at or below 30% of median income.

General Fund $801,579 Housing units for (subject to passage of an households with annual appropriation ordinance) incomes at or below 30% of median income, public improvements or Community Facilities.

Utility Funding $1,800,000 (funds, Public Infrastructure (subject to 1998 and 1999 equipment or services) and electrical appropriations) (actual costs up to distribution. this amount)

Capital Facilities Bond $1,202,685 Public streets required Program, Concert Hall in connection with the Bonds, and General Fund Holly Park (Ord. 118602) Redevelopment Phase I Subdivision.

Urban Renewal Closeout $413,000 Public Infrastructure Subaccount and other public (Ord. 118603) improvements serving housing units for households with annual incomes at or below 30% of median income.

Enterprise Community $250,000 Community Facilities. Grant from HUD

TOTAL $6,300,000

3.1.1. Schedule

City Funds for Phase I for a particular year shall not exceed the amounts set forth in the schedule below.

City Financial Plan to Contribute to Holly Park Redevelopment Phase I

1997 1998 1999 *Total City Contribution Home Program* Homeowner (MHPK)* 1,000,000 1,000,000 Homeowner* 30,960 211,355 242,315 1986 Levy 590,421 590,421 General Fund** 801,579 801,579 Utility Funding*** 500,000 900,000 400,000 1,800,000 CFB Program 289,685 913,000 1,202,685 Urban Renewal 413,000 413,000 Enterprise Community 250,000 250,000 Total City Contribution By Year 2,004,264 2,684,381 1,611,355 6,300,000

*HOME funds may be used for down-payment assistance only, must be released directly to home buyers, and will likely be used from 19982003.

**General Fund is subject to an appropriation ordinance.

***See Section 3.1.3.4 below.

3.1.2. Performance Measures

The City shall not be obligated to release or provide any City Funds for Phase I until SHA delivers detailed cost estimates (that are reviewed by the City and are determined to be in accordance with NOFA standards) for all housing units to be completed by the end of Phase I. The City shall not be obligated to release or provide City Funds for 1998 until SHA shall have provided information to demonstrate and shall have certified to OH (and OH shall have verified to its satisfaction) that SHA has complied with all terms of this Agreement and SHA has met the annual production targets for 1997, including number, type, affordability, and funding and/or completion of units or other assistance, as established in Sections I.A-E and IV of the Annual Production Targets. Before the City will release or provide City Funds for 1999, SHA shall have provided information to demonstrate and shall have certified to OH (and OH shall have verified to its satisfaction) that no event of default has occurred under this Agreement and SHA has met the annual production targets for 1998, including number, type, affordability, and funding and/or completion of units or other assistance, as established in Sections I.A-E and IV of the Annual Production Targets. SHA shall complete all Public Infrastructure, public streets and other public improvements required by the Holly Park Redevelopment Phase I Subdivision preliminary plat approval within two (2) years after final approval of the plat by the Seattle City Council.

3.1.3. Policies, Terms and Conditions

3.1.3.1. HOME Program funds may be used only for loans (secured by second position deeds of trust) to households with incomes at or below 80% of median income to acquire units constructed and available for immediate occupancy during Phase I; provided, however, that if there are HOME Program funds still available after completion and sale of Phase I affordable home ownership units, as set forth in Section I.E. of the Annual Production Targets, then such HOME Program funds may be used for loans (secured by second position deeds of trust) to households with incomes at or below 80% of median income to acquire Phase II or Phase III affordable home ownership units, as set forth in Section I.E. of the Annual Production Targets. Provided further that any HOME Program funds not disbursed for loans for acquisition of affordable home ownership units, as provided above, on or before December 31, 2005 shall no longer be available for any phase of the redevelopment of Holly Park and may be reprogrammed by the City. Notwithstanding the foregoing, if the OH Director determines that affordable home ownership units, as set forth in Section I.E. of the Annual Production Targets, are available for immediate occupancy on December 31, 2005 and are being actively marketed to qualified buyers, then the OH Director may extend the December 31, 2005 deadline until such units are sold, or December 31, 2006, whichever first occurs. Use and release of these funds are further subject to applicable federal laws and regulations, applicable policies in the City's most current Consolidated Plan; applicable policies in the City's most current Housing Levy Home Buyer Assistance Policies as adopted by the City Council for the most current Housing Levy (as the same may be amended) but excluding policies permitting loans only to first time home buyers; execution and delivery of loan documents acceptable to the City and satisfaction of funding conditions therein; the terms of this Agreement; and, with respect to One Million Dollars ($1,000,000), Ordinance 118604 passed by the City Council on June 2, 1997. In addition, with respect to Two Hundred Forty-two Thousand Three Hundred Fifteen Dollars ($242,315), availability is subject to appropriation by the United States Congress and approval by the City Council of the 1998 and 1999 HOME allocation schedules in the City's Consolidated Plan.

3.1.3.2. Availability, use and release of 1986 Housing Levy funds are subject to resolution of King County Superior Court Cause No. 97-216688-8SEA, Brower v. City and SHA, policies in the 1993-94 Large Family Program Plan adopted by City Council for the 1986 Housing Levy, the Housing Cooperation Agreement dated August 27, 1987 between SHA and the City for Implementation of Housing Levy Proceeds, the terms of this Agreement, and Ordinance 118601 passed by the City Council on June 2, 1997.

3.1.3.3. Availability, use and release of Eight Hundred One Thousand Five Hundred Seventy-nine Dollars ($801,579) of General Fund funds are subject to appropriation of Eight Hundred One Thousand Five Hundred Seventy-nine Dollars ($801,579) for Phase I from the General Fund by ordinance (and any terms or conditions therein), SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, and the terms of this Agreement.

3.1.3.4. Utility Funding shall be used only to construct the electrical distribution system and for Public Infrastructure. Use and release of Utility Funding for electrical distribution are subject to SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein and the terms of this Agreement. Use and release of Utility Funding for Public Infrastructure are subject to SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, the terms of this Agreement, Ordinance 118605 passed by the City Council on June 2, 1997, and appropriations of such Utility Funding. Notwithstanding the provisions of Ordinance 118605, Utility Funding shall not exceed actual costs for the electrical distribution system and Public Infrastructure or $1,800,000, whichever is less.

3.1.3.5. Use and release of Capital Facilities Bond Program funds, Concert Hall Bond funds and General Fund funds, as identified in Ordinance 118602, are subject to SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, the terms of this Agreement, Ordinance 118602 passed by the City Council on June 2, 1997, and the relevant ordinances authorizing issuance of the bonds.

3.1.3.6. Use and release of Urban Renewal Closeout Subaccount funds are subject to SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, the terms of this Agreement, and Ordinance 118603 passed by the City Council on June 2, 1997.

3.1.3.7. Enterprise Community Grant funds may be used only for construction of the Seattle Public Library branch library portion of the Community Facilities. Use and release of these funds are subject to SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, the terms of this Agreement, the City's Enterprise Community Strategies as approved by HUD, the City's Enterprise Community Agreement with the State of Washington, and applicable federal laws and regulations.

3.2. Phase II

Subject to the terms and conditions set forth or incorporated in this Agreement, including the schedule, performance measures and policies, terms and conditions of each source of City Funds, the City will contribute to Phase II, for the purposes set forth in this Agreement, City Funds, not to exceed a value in aggregate of Five Million Seven Hundred Thousand Dollars ($5,700,000), from the sources set forth below:

SOURCE AMOUNT USE

Housing Development Fund $1,700,000 Housing units for (subject to passage of an households with appropriation ordinance) annual incomes at or below 30% of median income.

Cumulative Reserve Fund $2,000,000 Public streets (subject to passage of a required (subject to passage of an in connection with appropriation ordinance) the Holly Park Redevelopment Phase II Subdivision.

Utility Funding $1,200,000 (funds, Public (subject to 2000 (equipment or services) Infrastructure appropriation) (actual costs up to and electrical this amount) distribution serving housing units for households with annual incomes at or below 50% of median income.

HOME $800,000 Construction and (subject to passage of an related soft costs appropriation ordinance) for new on-site improvements including sidewalks, utility connections and service lines for water, storm, sewer, electrical, communications and gas serving housing units for households with annual incomes at or below 50% of median income.

TOTAL $5,700,000 3.2.1. Schedule

City Funds for Phase II for a particular year shall not exceed the amounts set forth in the schedule below.

City Financial Plan to Contribute to Holly Park Redevelopment Phase II

1999 2000 2001 Total City Contribution

HOME 800,000 800,000

Housing 1,700,000 1,700,000 Development Fund

Cumulative Reserve 2,000,000 2,000,000 Fund

Utility Funding* 1,200,000 1,200,000

Total City $5,700,000 $5,700,000 Contribution By Year

* See Section 3.2.3.4 below.

3.2.2. Performance Measures

The City shall not be obligated to approve, release or provide City Funds for Phase II until SHA has provided information to demonstrate and has certified to OH (and OH has verified to its satisfaction) that no event of default has occurred under this Agreement, that SHA is in compliance with all terms of this Agreement, that SHA has met the annual production targets for Phase I, including number, type, affordability, funding and/or completion of units or other assistance, as established in Sections I.A-E, II-IV of the Annual Production Targets; and that the Community Facilities have been fully funded. The City shall not be obligated to release or provide any City Funds for Phase II until SHA delivers detailed cost estimates (that are reviewed by the City and are determined to be in accordance with NOFA standards) for all housing units to be completed by the end of Phase II. Before the City will release or provide City Funds for 2000, SHA shall have provided information to demonstrate and shall have certified to OH (and OH shall have verified to its satisfaction) that no event of default has occurred under this Agreement, that SHA is in compliance with all terms of this Agreement and SHA has met the annual production targets for 1999, including number, type, affordability, and funding and/or completion of units or other assistance, as established in Sections I.A-E and IV of the Annual Production Targets. SHA acknowledges that if Phase II construction is not completed, up to seventy-five (75) units of Public Housing could be lost. Therefore, SHA shall immediately notify the City of any delay in initiation or completion of Phase II construction and shall, within thirty (30) days thereafter, meet with the City to develop an alternative plan for replacement of the seventy-five (75) Public Housing Units. The foregoing provision is not a waiver of any other right or remedy available to the City for SHA's breach or nonperformance under this Agreement. SHA is required to inform Council before applying for 1995 Housing Levy funds in meeting the housing targets as established in Section II.A-C of the Annual Production Targets for Phase II. SHA shall complete all Public Infrastructure, public streets and other public improvements required by the Holly Park Redevelopment Phase II Subdivision preliminary plat approval within two (2) years after final approval of the plat by the Seattle City Council.

3.2.3. Policies, Terms and Conditions

3.2.3.1. Availability, use and release of Eight Hundred Thousand Dollars ($800,000) of HOME funds are subject to reprogramming of Eight Hundred Thousand Dollars ($800,000) of HOME program income for Phase II by ordinance (and any terms or conditions therein), SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, and the terms of this Agreement.

3.2.3.2. Availability, use and release of One Million Seven Hundred Thousand Dollars ($1,700,000) of Housing Development Fund funds are subject to appropriation of One Million Seven Hundred Thousand Dollars ($1,700,000) for Phase II from the Housing Development Fund by ordinance (and any terms or conditions therein), SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, and the terms of this Agreement.

3.2.3.3. Availability, use and release of Two Million Dollars ($2,000,000) of Cumulative Reserve Fund funds are subject to appropriation of Two Million Dollars ($2,000,000) for Phase II from the Cumulative Reserve Fund by ordinance (and any terms or conditions therein), SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, and the terms of this Agreement.

3.2.3.4. Utility Funding shall be used only to construct the electrical distribution system and for Public Infrastructure. Availability, use and release of Utility Funding for electrical distribution are subject to SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, the terms of this Agreement and appropriation of such Utility Funding. Availability, use and release of Utility Funding for Public Infrastructure are subject to SHA's execution and delivery of City Contribution Agreements acceptable to the City and satisfaction of the funding conditions therein, the terms of this Agreement, Ordinance 118605 passed by the City Council on June 2, 1997, as amended, and appropriations of such Utility Funding. Notwithstanding the provisions of Ordinance 118605, as amended, Utility Funding shall not exceed actual costs for the electrical distribution system and Public Infrastructure or One Million Two Hundred Thousand Dollars ($1,200,000), whichever is less.

3.3. Phase III

Subject to the terms and conditions set forth or incorporated in this Agreement, including the schedule, performance measures and policies, terms and conditions of each source of City Funds, the City will contribute to Phase III, for the purposes set forth in this Agreement, City Funds, not to exceed a value in aggregate of Three Million Dollars ($3,000,000), from the sources set forth below:

Holly Park Phase III City Contributions and Uses

SOURCE AMOUNT USE

Utility Funding (from the $933,329 (funds, Public Infrastructure sources listed below): equipment, services or and electrical Water Fund (43000) credit in the amounts distribution serving Drainage and listed below): housing units for Wastewater Fund (44010) $240,000 (actual costs, households with annual Drainage and not to exceed this incomes at or below 50% Wastewater Fund (44010) amount, for water of median income. Light Fund (41000) infrastructure) $307,000 (actual costs, not to exceed this amount, for drainage infrastructure) $269,000 (actual costs, not to exceed this amount, for wastewater infrastructure) $117,329 (developer overhead credit, not to exceed this amount, for electrical distribution)

Low Income Housing Fund $2,066,671 Construction of rental (16400) housing units for households with annual incomes at or below 50% of median income.

TOTAL $3,000,000

3.3.1. Schedule

City Funds for Phase III for a particular year shall not exceed the amounts set forth in the schedule below.

2003 Total City Contribution

HOME $2,066,671 $2,066,671

Utility Funding* $933,329 Water Capital $240,000 Improvement $307,000 Program (Project $269,000 WFNEW390 Civic $117,329 Projects) Drainage and Wastewater Capital Improvement Program (Project C33NW336 Civic Projects Drainage) Drainage and Wastewater Capital Improvement Program (Project C33NW212 Civic Projects Wastewater) City Light Capital Improvement Program (Project 8121 South Services Overhead and Underground)

* See Section 3.3.3.2 below.

3.3.2. Performance Measures

The City shall not be obligated to approve, release or provide City Funds for Phase III until SHA has provided information to demonstrate and has certified to OH (and OH has verified to its satisfaction) that no event of default has occurred under this Agreement, that SHA is in compliance with all terms of this Agreement, that SHA has met the annual production targets for Phase II, including number, type, affordability, funding and/or completion of units or other assistance, as established in Sections I.A-E, II-IV of the Annual Production Targets; and that the Community Facilities have been completed as required by Section 6 below. The City shall not be obligated to release or provide any City Funds for Phase III until SHA delivers detailed cost estimates (that are reviewed by the City and are determined to be in accordance with NOFA standards) for all housing units to be completed by the end of Phase III, SHA delivers updated project development and operating budgets acceptable to the City, and SHA delivers an updated site plan, showing size, location and types of units. Before the City will release or provide City Funds for Phase III, SHA shall have provided information to demonstrate and shall have certified to OH (and OH shall have verified to its satisfaction) that no event of default has occurred under this Agreement, that SHA is in compliance with all terms of this Agreement and SHA has met the annual production targets, including number, type, affordability, and funding and/or completion of units or other assistance, as established in Sections I.A-E and IV of the Annual Production Targets. SHA acknowledges that if Phase III construction is not completed, up to one hundred sixty-three (163) units of Public Housing could be lost. Therefore, SHA shall immediately notify the City of any delay in initiation or completion of Phase III construction and shall, within thirty (30) days thereafter, meet with the City to develop an alternative plan for replacement of the one hundred sixty-three (163) Public Housing Units. The foregoing provision is not a waiver of any other right or remedy available to the City for SHA's breach or nonperformance under this Agreement. SHA is required to inform Council before applying for 2002 Housing Levy funds in meeting the housing targets as established in Section II.A-C of the Annual Production Targets for Phase III. SHA shall complete all Public Infrastructure, public streets and other public improvements required by the Holly Park Redevelopment Phase III Subdivision preliminary plat approval within two (2) years after final approval of the plat by the Seattle City Council.

3.3.3. Policies, Terms and Conditions

3.3.3.1. Availability, use and release of Two Million Sixty-six Thousand Six Hundred Seventy-one Dollars ($2,066,671) of HOME funds are subject to (a) delivery of City Contribution Agreements acceptable to the City and executed by SHA or an entity acceptable to the City that will own the low-income housing to be financed in part by HOME funds, (b) satisfaction of the funding conditions therein, and (c) the terms of this Agreement.

3.3.3.2. Utility Funding shall be used only to construct the electrical distribution system and for Public Infrastructure. Availability of the One Hundred Seventeen Thousand Three Hundred Twenty-nine Dollar ($117,329) overhead credit from the Light Fund for the electrical distribution system serving Phase III housing units for households with annual incomes at or below 50% of median income is subject to SHA's execution and delivery of a City Contribution Agreement or other documentation acceptable to the Seattle City Light Superintendent and satisfaction of the conditions therein, and subject to the terms of this Agreement. Availability, use and release of Eight Hundred Sixteen Thousand Dollars ($816,000) for Public Infrastructure are subject to SHA's execution and delivery of City Contribution Agreements, Public Infrastructure agreements or other documentation acceptable to the Seattle Public Utilities Director and satisfaction of the funding conditions therein, subject to the terms of this Agreement, and subject to Ordinance 118605, as amended. Notwithstanding the provisions of Ordinance 118605, as amended, funding for Public Infrastructure shall not exceed actual costs of water infrastructure or Two Hundred Forty Thousand Dollars ($240,000), whichever is less; plus actual costs of drainage infrastructure or Three Hundred Seven Thousand Dollars ($307,000), whichever is less; plus actual costs of wastewater infrastructure or Two Hundred Sixtynine Thousand Dollars ($269,000), whichever is less.

4. REPLACEMENT HOUSING PLAN

SHA shall comply with the Replacement Housing Plan as follows:

4.1. Annual Production Targets

SHA shall satisfy the Annual Production Targets. SHA shall provide certification satisfactory to OH that the Annual Production Targets for each year have been met by December 31 of such year, beginning in 1997 and continuing through 2006. The one hundred sixty-three (163) Public Housing Rental Units to be constructed in Phase III shall begin development by 2003 and be completed by 2005.

4.2. Partnership Units

The Partnership Units shall be developed subject to the following conditions:

4.2.1. Funding and Operating Subsidies

The City may contribute funding to non-profit housing developers not to exceed the amount of subsidy that OH determines would be required to make the development of Partnership Units feasible with rents affordable to households with annual incomes at or below fifty percent (50%) of median income; however, for Phase I, such funding shall be limited to no more than Four Million Dollars ($4,000,000), for Phase II, such funding shall be limited to no more than Four Million Dollars ($4,000,000) and for Phase III, such funding shall be limited to no more than Four Million Dollars ($4,000,000). Any increase above these amounts shall be subject to Council approval. SHA shall provide additional capital funds to non-profit housing developers to make the development of Partnership Units feasible with rents affordable to households with incomes at or below thirty percent (30%) of median income. SHA shall (subject to annual federal appropriations) also provide Federal Operating Subsidies to make the development of Partnership Units feasible with rents affordable to households with annual incomes at or below thirty percent (30%) of median income. When producing the two hundred twenty-one (221) Partnership Units, SHA shall not use state housing funds to reduce affordability below fifty percent (50%) of median income for Phase I, Phase II and Phase III.

4.2.2. NOFA Process

Applications for capital funding and Federal Operating Subsidies for the Partnership Units will be reviewed through the existing OHadministered NOFA process for multifamily housing projects. Nonprofit developers whose projects have already been approved for funding through an OH-administered NOFA process for multifamily housing projects may resubmit their applications, as prospective Partnership Units, for Federal Operating Subsidies and additional capital funding from SHA. Operating subsidies from the 1995 and 2002 Housing Levy Operating and Maintenance Trust Fund Program will not be available for Partnership Units. OH and SHA shall jointly review funding applications for Partnership Units. Qualification as a Partnership Unit requires funding approval by both OH and SHA.

4.3. Onor Off-Site Units to be Developed by SHA

No funds from any City source shall be used to develop the eighty (80) additional units onor off-site, identified in Section III of the Annual Production Targets.

4.4. Average Unit Sizes

The average number of bedrooms per unit for off-site units identified in Sections II.B-D and III of the Annual Production Targets shall be no less than two (2) bedrooms per unit.

4.5. Term of Occupancy and Affordability

All housing identified in Sections I-III of the Annual Production Targets shall be available for occupancy solely by households with annual incomes at or below the percentage of median income specified in the Annual Production Targets for a minimum of forty (40) years from the initial date of occupancy of each unit. Subject to requirements associated with any City Funds used for such housing under applicable laws, ordinances, regulations and policies, SHA may request review and modification of this Section: (a) ten (10) years from December 16, 1997; or (b) if Federal Operating Subsidies are reduced or withdrawn.

4.6. Bond-Financed Units

Housing units that SHA constructs to meet its obligations under Section II.B of the Annual Production Targets must be net new housing to SHA's housing stock and to housing stock within the Seattle city limits serving households with annual incomes at or below thirty percent (30%) of median income, and shall not count as replacement units for any other project involving demolition of Public Housing.

Notwithstanding the foregoing, in meeting Phase I targets under Section II.B of the Annual Production Targets, SHA is permitted to include up to twenty (20) bond-financed units developed in partnership with the King County Housing Authority ("KCHA"). KCHA will issue taxexempt bonds and SHA will provide twenty (20) project-based Section 8 certificates to make these units affordable to households with annual incomes at or below thirty percent (30%) of median income.

4.7 Location of Off-Site Replacement Units

Housing units that SHA develops to meet its obligations under Section II. A-D of the Annual Production Targets shall be located within the Seattle city limits. However, for the twenty (20) bond-financed units referred to in Section 4.6 above, SHA is permitted to partner with the KCHA to develop these units three (3) blocks outside the Seattle city limits.

5. USE OF PROJECT SAVINGS OR ADDITIONAL FUNDS

Within one hundred twenty (120) days after completion of each phase, SHA shall complete a Cost Certification and shall provide the Cost Certification to OH. Any Project Savings identified through Cost Certification or any additional funds identified by SHA shall be used for housing identified in Sections II.A-C and III in the Annual Production Targets or to reduce anticipated City contributions to future phases.

6. COMMUNITY FACILITIES

On or before October 1, 1999, SHA shall submit to OH a facilities plan for the Community Facilities, which shall include, but not be limited to, a schedule of tenants, services to be provided by such tenants, forms of lease agreements, anticipated tenant improvements, and a management and operating plan, and SHA and the City shall have negotiated a long term lease agreement for the Seattle Public Library branch library. Beginning March 1, 2000, and annually thereafter through March 1, 2004, SHA shall submit to OH a status report of the Community Facilities, which shall include, but not be limited to, a schedule of tenants and services provided by tenants. SHA shall complete construction of the Community Facilities on or before December 31, 2000.

7. REPORTING REQUIREMENTS

7.1 SHA Reports

SHA shall submit the following reports to OH:

7.1.1 Quarterly reports that include, at a minimum, on-site project development reports, including, without limitation, information on project performance, schedule, finance (including the status of all non-City fund sources), budget, adjustments, forecasts, redesign, value engineering, copies of applications for funding, apprenticeship utilization, wage rates, any substantive variance from approved project plans, and such other information as OH shall require. SHA shall submit each report no later than the first day of the second month after the close of each calendar quarter until all on-site Annual Production Targets have been met.

7.1.2 Quarterly reports on the status of SHA's compliance with the Annual Production Targets. Specific reporting requirements will include, at a minimum, information on numbers and types of units planned, fully funded or constructed during the previous quarter; any Change of Use; status of capital funding commitments required from SHA, as well as HUD approvals required; early warning of problems developing that could affect meeting future milestones; and such other information as OH shall require. SHA shall submit the first quarterly report, for the 4th quarter of 1997, on or before February 1, 1998, and shall continue to submit such reports on a quarterly basis until all Annual Production Targets have been met.

7.1.3 Immediately upon any change in the information provided in the quarterly reports required under Sections 7.1.1 and 7.1.2 above, Change of Use, or reduction or withdrawal of Federal Operating Subsidies, or any material change in the plans for, or use of, the Community Facilities, reports of such occurrence(s).

7.1.4 Within thirty (30) days of Cost Certification, report of final sale of tax credits. Within thirty (30) days of closing, report of sale of bonds.

7.1.5 No later than December 31, 1997, a private fund-raising plan to finance construction of the Community Facilities.

7.1.6 No later than March 31, 2000, a preliminary site plan, showing size, location and types of units, and preliminary cost estimates, showing all funding sources, for Phase III.

7.1.7 From and after all Annual Production Targets are completed, and the quarterly reports required under Subsections 7.1.1 and 7.1.2 above are no longer required, SHA shall submit annual reports containing information about vacancy rates of all onsite units, demographic information of unit occupants (including income level, family size and family composition) and such other information as OH shall require. Such report will be due no later than the March 1 following the year in which all Annual Production Targets are completed and each March 1 thereafter until termination of this Agreement. SHA and OH expect that all Annual Production Targets will be completed in 2006.

7.2 SHA Cooperation

SHA will cooperate with and assist OH to prepare all reports that OH provides to the City Council in connection with the Holly Park redevelopment project.

8. NOTICE AFFECTING PERFORMANCE

SHA shall immediately notify the Director of OH of any matters affecting the eligibility or capacity of SHA to continue performance of this Agreement, or to comply with any provision hereof, immediately after SHA's discovery of the same.

9. ACCESS TO RECORDS; AUDITS

The City, the State Auditor, the United States and their designated agents shall have access at any time during normal business hours and as often as necessary, after reasonable notice in advance to SHA, to any bank account and SHA books, records, documents, accounts, files, reports, and other property and papers of SHA relating to the Holly Park redevelopment project for the purpose of making an audit, survey, examination, excerpt or transcript.

10. CITY REQUIREMENTS

10.1. Discrimination Prohibited

SHA shall comply, and shall require all contractor and subcontractors to comply, with all applicable equal employment opportunity and nondiscrimination laws of the United States, the State of Washington, and The City of Seattle, including the Seattle Municipal Code ("SMC"), notably SMC Ch. 20.44, and rules, regulations, orders, and directives of the associated administrative agencies and their officers. SHA will furnish to the City's Executive Services Director or his designee upon his request and on such form as may be provided by the Executive Services Director therefor, a report of the affirmative action taken by SHA in implementing the terms of this Section, and will permit access to its records of employment, employment advertisements, application forms, other pertinent data and records by the Executive Services Director for the purpose of investigation to determine compliance with this Section. The provisions of this Section shall be inserted into all contracts and subcontracts for work involving City Funds.

10.2. Women's and Minority Business Utilization

10.2.1. Phase I.

For Phase I, this Agreement hereby incorporates by reference SMC Ch. 20.46A (the "WMBE Ordinance"). SHA shall fulfill all obligations of a contract-awarding authority under the WMBE Ordinance. Without limiting the foregoing, SHA shall:

(a) Ensure that each contractor meets the set-asides for WBEs and MBEs established for the contract, if any;

(b) Make affirmative efforts to utilize WMBEs in performing the contract, whether as contractors, subcontractors, suppliers, or in any other capacity;

(c) Require that all contractors and subcontractors make affirmative efforts to utilize WMBEs in performance of the contract;

(d) Maintain records reasonably necessary for monitoring compliance with the provisions of SMC Ch. 20.46A, and submit such information as may be requested by the City's Director of the Executive Services Department in order to monitor and enforce compliance;

(e) Require that contractors and subcontractors maintain records reasonably necessary for monitoring the contractors' and subcontractors' compliance with the provisions of SMC Ch. 20.46A, and that the contractors and subcontractors submit such information as may be requested by the City's Director of the Executive Services Department in order to monitor and enforce compliance; and

(f) Include in contracts the provisions required by the WMBE Ordinance.

10.2.2. Phases II and III

For Phases II and III, the City does not require any minimum level of WMBE subcontractor participation as a condition of awarding any contract. The City is encouraged when contractors use creative and innovative efforts to ensure that all contracting parties bidding on City funded or City administered contracts have an equal opportunity to participate. However, this goal is not a preference, and the City does not require SHA, nor is SHA permitted, to give any preference to a bidder or proposer for its WMBE utilization or WMBE status. While the City does not require WMBE utilization, the City does require that all City funded contracting be done in a nondiscriminatory manner.

(a) Non-Discrimination: SHA shall not create, and shall not permit contractors or bidders to create, barriers to open and fair opportunities for WMBEs to participate in contracts, and to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. SHA shall not, in considering offers from and doing business with contractors and suppliers, knowingly discriminate on the basis of race, color, creed, religion, ethnicity, sex, age, national origin, marital status, sexual orientation, or the presence of any mental or physical disability in an otherwise qualified disabled person.

(b) Record-Keeping: SHA shall maintain, for at least twelve (12) months after completion of each of Phases I, II and III, all bids or proposals from general contractors, and relevant records and information necessary to document level of utilization of WMBEs and other businesses as subcontractors and suppliers. SHA shall require that its general contractor maintain and provide to the City on request all written quotes, bids, estimates, or proposals submitted to the contractor by all businesses seeking to participate as subcontractors or suppliers. The City shall have the right to inspect and copy such records. SHA and its general contractor shall comply with all record-keeping requirements set forth in any federal rules, regulations or statutes included or referenced in this Agreement, the City Contribution Agreements or the contract documents.

(c) Affirmative Efforts to Utilize WMBEs: The City encourages the utilization of MBEs and WBEs in contracts funded by the City. The City encourages, and SHA shall encourage with respect to Phases I, II and III, the following practices to open competitive opportunities for WMBEs:

(i) Attending a pre-bid or pre-solicitation conference, if scheduled, to provide project information and to inform WMBEs of contracting and subcontracting opportunities.

(ii) Placing all qualified WMBEs attempting to do business in the City on solicitation lists, and providing written notice of subcontracting opportunities to WMBEs capable of performing the work, including without limitation all businesses on any list provided by the City, in sufficient time to allow such businesses to respond to the written solicitations.

(iii) Breaking down total requirements into smaller tasks or quantities, where economically feasible, in order to permit maximum participation by small businesses including WMBEs.

(iv) Establishing delivery schedules, where the requirements permit, that encourage participation by WMBEs.

(v) Providing WMBEs that express interest with adequate and timely information about plans, specifications, and requirements of the contract.

(vi) Utilizing the services of available minority community organizations, minority contractor groups, local minority assistance offices, the City, and other organizations that provide assistance in the recruitment and placement of WMBEs.

(d) Sanctions for Violation: Any violation of any mandatory provision of this Section 10.2.2 parts (a) and (b) shall be a material breach of contract for which SHA may be subject to damages and sanctions provided for by contract and by applicable law. SHA's contract with its general contractor shall provide that the contractor may be subject to damages and sanctions for any violation of the provisions of this Section requiring performance by the contractor, and that the City is an intended beneficiary of such contract with respect to those provisions. SHA will not award any contract unless the contractor has first provided SHA with a preliminary statement of ability to comply with those requirements, will take appropriate action upon a finding that the contractor is in violation of any of those requirements.

10.3. Prevailing Wage Law

SHA shall comply, and shall cause its contractors to comply, with all applicable prevailing wage laws. Disbursement of City Funds may be conditioned upon receipt by the City of evidence satisfactory to the City that wages have been paid in compliance with this Section.

10.4 Public Bidding

SHA shall comply with applicable public bidding law, and shall, at the request of the City, certify and warrant such compliance.

10.5 Performance Bond

Prior to disbursement of City Funds, SHA shall provide evidence satisfactory to the Director of OH of compliance with Chapter 39.08 of the Revised Code of Washington.

10.6 Residential Antidisplacement and Relocation Assistance Plan for Holly Park

SHA shall comply with the City's Residential Antidisplacement and Relocation Assistance Plan for Holly Park as set forth, and adopted, in Resolution 29678 attached hereto as Attachment B.

10.7 Compliance with Applicable Law

SHA shall comply, and shall cause its contractors to comply, with all applicable City, state and federal law, and shall, in accordance with policies and procedures of the Director of OH, certify such compliance to the City upon request by the City. SHA shall hold the City harmless from any loss, damage, expense, claim or demand (including costs and attorneys' fees) resulting from SHA's failure to comply with any applicable City, state or federal law or SHA's failure to maintain adequate records to demonstrate such compliance.

11. GENERAL PROVISIONS

11.1. Amendment

No modification to or amendment of this Agreement shall be effective unless a written amendment, approved by the City Council by ordinance, is executed by the authorized representatives of SHA and the City.

11.2. Choice of Law

This Agreement shall be construed in accordance with and governed by the laws of the State of Washington.

11.3. Captions

The Section captions used in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

11.4. Gender

The use of any gender herein shall be deemed to include the other gender, and the use of the singular herein shall be deemed to include the plural and vice-versa, wherever appropriate.

11.5. Severability

The invalidity of any clause, part or provision of this Agreement shall not affect the validity of all remaining portions thereof that are severable from the invalid clause, part or provision.

11.6. Default and Remedies

11.6.1. The City's Rights

The following are events of default by SHA under this Agreement:

(a) Failure by SHA to comply with any term or provision of this Agreement within ninety (90) days of written notification from the City of SHA's breach or nonperformance of any term or condition; provided that if the breach or nonperformance cannot reasonably be cured within ninety (90) days then so long as SHA is diligently pursuing cure and such cure is completed within a reasonable period, it shall not be an event of default.

(b) An event of default under any City Contribution Agreement or a breach or nonperformance by SHA in connection with Utility Funding.

(c) An event of default under any Other Financing Document.

Upon the occurrence of an event of default by SHA:

(a) the City may cease making disbursements and providing credits, facilities, equipment and services from all City Funds under this Agreement and any City Contribution Agreement;

(b) upon demand by the City, SHA shall pay the City an amount equivalent to the value of all City Funds that have been provided under this Agreement or any City Contribution Agreement;

(c) the City may terminate this Agreement; and

(d) the City may seek specific performance.

The remedies set forth above and in the City Contribution Agreements are cumulative, not mutually exclusive, and not in substitution for any rights or remedies available at law or in equity, including, but not limited to, specific performance. The commencement of proceedings to enforce a particular remedy shall not preclude the discontinuance of the proceedings and the commencement of proceedings to enforce a different remedy.

11.6.2 SHA's Rights

If the City fails to perform any material obligation under this Agreement within ninety (90) days of written notification from SHA of the City's breach or nonperformance, SHA may exercise such rights or remedies available at law or equity; provided that SHA shall not pursue any such rights or remedies if the breach or nonperformance cannot reasonably be cured within ninety (90) days and the City is diligently pursuing cure.

11.7. Non-Waiver

Failure to promptly enforce compliance with any term or provision of this Agreement shall not constitute a waiver or limitation of any right or remedy under this Agreement. No waiver shall be effective unless in writing. A waiver of any breach of this Agreement shall not constitute a waiver of any subsequent breach of the same or different provision of this Agreement.

11.8. No Assignment

Except as expressly provided in this Agreement, neither SHA nor the City shall assign any of its rights or interests or delegate any of its obligations or duties under this Agreement without the prior written approval of the other. SHA's role in the redevelopment of Holly Park, as contemplated by this Agreement, constitutes material consideration to the City, without which the City would not have authorized the funding contemplated by this Agreement.

11.9. Notice

Any notice provided for under this Agreement shall be sufficient if in writing and delivered personally to the following addressee or deposited in the United States mail, postage prepaid, certified mail, return-receipt requested, addressed as follows, or to such other address as the receiving party specifies in writing:

If to the City: Mayor City of Seattle 600 Fourth Avenue Seattle, Washington 98104 With a copy to: City of Seattle, Office of Housing 700 Fifth Avenue, Suite 5700 Seattle, Washington 98104-5032 Attention: Housing Director

If to SHA: Executive Director Seattle Housing Authority 120 Sixth Avenue North Seattle, Washington 98109

12. EXHIBITS

Attachment A: Resolution 29579 Attachment B: Resolution 29578 Attachment C: Annual Production Targets

NOTICE: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

EXECUTED the dates shown below.

THE CITY OF SEATTLE By: _ Date: ____________________________________ Print Name and Title

THE HOUSING AUTHORITY OF THE CITY OF SEATTLE By: Date: ____________________________________ Print Name and Title

STATE OF WASHINGTON ) ) ss.

COUNTY OF KING ) On this day of , 2003, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared _________________________, to me personally known (or proved on the basis of satisfactory evidence) to be the Mayor of The City of Seattle, the Washington municipal 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, and on oath stated that he was authorized to execute the said instrument.

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 _________________

STATE OF WASHINGTON ) ) ss.

COUNTY OF KING )

On this day of , 2003, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ________________________________________, to me personally known (or proved on the basis of satisfactory evidence) to be the of the Housing Authority of the City of Seattle, the Washington public body corporate and politic that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said public body for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute the said instrument.

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_________________

ThirdAandRMOA040203final.doc t Holly Park Replacement Housing Plan Annual Production Targets

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 TOTALS

F C F C F C F C F C F C F C F C F C F C C

I. ON-SITE UNITS

A. Public Housing Rental (Affordability = 0-30% of Median Income) 400 Phase I 177 88 89 177 Phase II 60 60 60 Phase III 163 163 163

B. Tax Credit or Other Affordable Rental (Affordability = 0-60% of Median Income) 288 Phase I 56 56 56 56 112 Phase II 36 84 120 120 Phase III 56 56 56

C. Market Rate Rental (Affordability = Market Rate) 16 Phase I 8 8 8 8 16 Phase II Phase III

D. Assisted Living (Affordability = 30% of Median Income) 50 Phase I Phase II 50 50 50 Phase III

E. Market Rate Assisted Living (Affordability = Market Rate) 104 Phase I Phase II 104 104 104 Phase III

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 TOTALS

F C F C F C F C F C F C F C F C F C F C C

F. Affordable Home Ownership (Affordability = 50-80% of Median Income) 100 Phase I 5 5 22 22 10 10 16 16 53 Phase II 14 14 6 6 6 6 26 Phase III 5 5 10 10 6 6 21

Holly Park Replacement Housing Plan Annual Production Targets

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 TOTALS

F C F C F C F C F C F C F C F C F C F C C

G. Market Rate Home Ownership (Affordability = Market Rate) 300 Phase I 25 25 50 50 20 20 95 Phase II 37 37 50 50 53 53 140 Phase III 8 8 37 37 20 20 65

II. OFF-SITE UNITS

A. Scattered Site Units (Affordability = 0-30% Median Income) 40 Phase I 21 21 19 19 40 Phase II Phase III

B. Bond Financed Units (Affordability = 30% of Median Income) 80 Phase I 20 20 20 Phase II 15 15 15 15 30 Phase III 30 30 30

C. Partnership Units (Affordability = 0-30% Median Income) 221 Phase I 40 40 40 6 24 10 80 Phase II 35 31 39 31 39 70 Phase III 11 20 20 11 20 20 20 71 + 20 in 2007

D. Off-Line Units (Affordability = 0-30% of Median Income) 122 Phase I 60 62 60 62 122 Phase II Phase III

III. ON OR OFF-SITE UNITS

Additional On or Off-Site Units (Affordability = 0-30% of Median Income) 80 Phase I Phase II 80 80 80 Phase III

IV. OTHER ASSISTANCE

Tenant Based Vouchers (Affordability = 0-30% Median Income) 250 Phase I 250 250 Phase II Phase III F = Fully Funded C = Constructed and Available for Immediate Occupancy 1 of 3 MOAChart.doc (4/16/03)

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