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

WHEREAS, Resolution 29579, passed by the City Council on June 2, 1997, provides that City funding for Phase I of the redevelopment of Holly Park shall not be released until the City Council has approved by ordinance, and the City and the Housing Authority of the City of Seattle have executed, a memorandum of agreement consistent with certain terms and conditions set forth in Resolutions 29579 and 29578; NOW THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section The Mayor is hereby authorized to execute, for and on behalf of The City of Seattle, a Memorandum of Agreement ("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, Utility Funding (as defined in the MOA) shall not exceed actual costs or One Million Eight Hundred Thousand Dollars ($1,800,000), whichever is less.

Section 3. Commencing March 1, 1998 and continuing until March 1, 2004 the Director of Housing and Human Services and the Director of the Office of Management and Planning shall provide annual reports to 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), the status of development of the Community Facilities (as defined in the MOA), 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 monthly and quarterly reports provided by the Housing Authority of the City of Seattle to the Department of Housing and Human Services.

Section 4. No later than March 1, 1998, the Director of Housing and Human Services and the Director of the Office of Management and Planning shall submit to the City Council a proposed framework and schedule for reviewing funding requests from the Housing Authority of the City of Seattle for Phases II and III of the Holly Park redevelopment project.

Section 5. 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 ____________, 1997, and signed by me in open session in authentication of its passage this _____ day of _________________, 1997.

___________________________________________

President _______ of the City Council

Approved by me this _____ day of _________________, 1997.

___________________________________________

Mayor

Filed by me this _____ day of ____________________, 1997.

___________________________________________

City Clerk

(Seal)

August 6, 1997 SHAMOA.Ord (Ver. 1)

MEMORANDUM OF AGREEMENT

This Memorandum of Agreement 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.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

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

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

"Agreement" means this Memorandum of Agreement.

"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.

"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.

"City" means The City of Seattle.

"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.

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

"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.

"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.

"DHHS" means the City's Department of Housing and Human Services.

"Federal Operating Subsidies" means operating subsidies made available to SHA through an ACC.

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

"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 and is eligible to participate in the City's Women and Minority Business Enterprise Program under SMC Section 20.46A.100.

"NOFA" means notice of funding availability.

"OMP" means the City's Office of Management and Planning.

"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.

"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.

"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.

"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).

"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.

"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.

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

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

"SMC" means Seattle Municipal Code.

"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.

"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 and is eligible to participate in the City's Women and Minority Business Enterprise Program under SMC Section 20.46A.100, as the same may be amended.

"WMBE" means any business eligible to participate in the City's WMBE Program pursuant to SMC Section 20.46A.100, as the same may be amended.

"WMBE Ordinance" means SMC Chapter 20.46A, as the same may be amended.

"WMBE Program" means the City's Women's and Minority Business Enterprises Program, as the same may be amended.

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

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

1986 Housing Levy

(Ord. 118601) $590,421 Housing units for households with annual incomes at or below 50% of median income.

General Fund

(subject to passage of an appropriation ordinance) $801,579 Housing units for households with annual incomes at or below 50% of median income, public improvements or Community Facilities.

Utility Funding

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

Capital Facilities Bond Program, Concert Hall Bonds, and General Fund

(Ord. 118602) $1,202,685 Housing units for households with annual incomes at or below 50% of median income.

Urban Renewal Closeout Subaccount

(Ord. 118603) $413,000 Public Infrastructure and other public improvements serving housing units for households with annual incomes at or below 50% of median income.

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

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 cost estimates 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 DHHS (and DHHS 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 DHHS (and DHHS 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.

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. Use and release of these funds are further subject to applicable federal laws and regulations, applicable policies in the City's Consolidated Plan, applicable policies in the 1995 Housing Levy Home Buyer Assistance Policies as adopted by the City Council for the 1995 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

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 DHHS (and DHHS has verified to its satisfaction) that SHA has complied 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 may specify that Phase II funds or services must be released or provided in a manner consistent with Section 3.1 above. SHA acknowledges that if Phase II construction is not completed, up to 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 30 days thereafter, meet with the City to develop an alternative plan for replacement of the 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.

3.3. Phase III

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 DHHS (and DHHS has verified to its satisfaction) that SHA has complied 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 may specify that Phase III funds or services must be released or provided in a manner consistent with Section 3.1 above.

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 DHHS that the Annual Production Targets for each year have been met by December 31 of such year, beginning in 1997 and continuing through 2006.

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 DHHS determines would be required to make the development of Partnership Units feasible with rents affordable to households with annual incomes at or below 50% of median income; however, for Phase I, such funding shall be limited to no more than Four Million Dollars ($4,000,000). Any increase above this amount 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 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 0-30% of median income.

4.2.2. NOFA Process

Applications for capital funding and Federal Operating Subsidies for the Partnership Units will be reviewed through the existing DHHSadministered NOFA process for multifamily housing projects. Nonprofit developers whose projects have already been approved for funding through a DHHS-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 Housing Levy Operating and Maintenance Trust Fund Program will not be available for Partnership Units. DHHS and SHA shall jointly review funding applications for Partnership Units. Qualification as a Partnership Unit requires funding approval by both DHHS 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 62 additional units onor off-site, identified in Section III of the Annual Production Targets.

4.4. Average Unit Sizes

Phase I off-site units, identified in Sections II.B-D and III of the Annual Production Targets, shall average no less than 1.25 bedrooms per unit. The average number of bedrooms per unit for Phase II offsite units identified in Sections II.B-D and III of the Annual Production Targets shall be determined on or before July 1, 1998. The average number of bedrooms per unit for Phase III off-site units identified in Sections II.B-D and III of the Annual Production Targets shall be determined on or before July 1, 2000.

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 the effective date of this Agreement; 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 shall not count as replacement units for any other project involving demolition of Public Housing.

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 DHHS. 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 March 1, 1998, SHA shall submit to OMP 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 draft management and operating plan, and SHA shall submit to OMP a long term lease agreement for the Seattle Public Library branch library. 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 DHHS:

7.1.1 Monthly reports that include, at a minimum, on-site project development reports as outlined in the City Contribution Agreements, and if not already included in the on-site project development reports, 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, and WMBE compliance, and any substantive variance from approved project plans. SHA shall submit the first monthly report one month from the date of execution of City Contribution Agreements or receipt of any City Funds, whichever is earlier, and shall continue to submit such reports on a monthly basis 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 be outlined in the City Contribution Agreements and 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. 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 Change of Use, or reduction or withdrawal of Federal Operating Subsidies, or any material change in the plans for 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.

7.2 SHA Cooperation

SHA will cooperate with and assist OMP and DHHS to prepare all reports that DHHS and/or OMP provide to the City Council in connection with the Holly Park redevelopment project.

8. NOTICE AFFECTING PERFORMANCE

SHA shall immediately notify the Director of DHHS 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 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 Director of the Executive Services Department or his designee upon his request and on such form as may be provided by the Director of the Executive Services Department 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 Director of the Executive Services Department 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

This Agreement hereby incorporates by reference 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.

10.3. Prevailing Wage Law

SHA shall comply, and shall cause its contractors to comply, with all applicable prevailing wage laws. SHA shall pay or cause to be paid wages at least equal to the "prevailing wages" established by the State of Washington for public works projects, and shall furnish to the City such documentation of those payments as the City may require; provided, that if higher wage rates are imposed by federal law or the terms of any other financing for Phase I, II or III, or if any law applicable to SHA requires payment of higher wages, nothing herein is intended to relieve SHA of its obligation, if any, to pay, or cause its contractors to pay, the higher rates. 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 and the applicable State of Washington prevailing wage rates.

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 DHHS 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.

1076 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 DHHS, 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.

(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

12th Floor

Municipal Building

600 Fourth Avenue

Seattle, Washington 98104

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:

THE HOUSING AUTHORITY

OF THE CITY OF SEATTLE

By: Date:

(Acknowledgment for both signatories to be added)

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