AN ORDINANCE relating to the Seattle Chinatown-International District Preservation and Development Authority's International District Village Square Project; authorizing the City to execute two separate guaranty agreements guaranteeing tax exempt bonds to be issued by the Authority for the support of the International District Village Square Two Project ("IDVSII Project"); establishing the terms and conditions under which the City will provide each such guaranty; and authorizing guaranty agreements, depository agreements, a reconveyance to the Authority of the City's interest in the real property which was the City's security for the City's guaranty of the Village Square One Bond Issue or a subordination agreement relating thereto, and such related documents and agreements as are necessary between the City, the Authority and other parties with regard to the Authority's issuance of the bonds and the City's guaranties.

WHEREAS, the Seattle Chinatown-International District Preservation and Development Authority (the "Authority") was chartered by the City pursuant to RCW Ch. 35.21 and Chapter 3.110 of the Seattle Municipal Code to "conserve and renew the unique cultural and ethnic integrity characteristic of the International District" in Seattle; and

WHEREAS, the Authority has formulated plans to develop land in the International District to be known as the "IDVSII Project" which will include two components: a low-income housing component and a public purpose component consisting of a community center, public library, and parking facilities, the development cost of which is approximately Twenty-four Million Nine Hundred Thirty Eight Thousand Dollars ($24,938,000); and

WHEREAS, the Authority intends to issue its Special Obligation Bonds, 2002 Series A (Housing Facilities) (the "2002 Series A Bonds") in an amount not to exceed Seven Million Nine Hundred Thousand Dollars ($7,900,000) to finance the low-income housing facilities, and its Special Obligation Bonds, 2002 Series B (Community Facilities) (the "2002 Series B Bonds") in an amount not to exceed Two Million Nine Hundred Thousand Dollars ($2,900,000) to finance the library and parking facilities; and

WHEREAS, the Authority intends to lend the proceeds of the 2002 Series A Bonds to the IDVS 2 Family Housing LLC (the "Company"), a Washington limited liability company, of which the Authority is the managing member, formed by the Authority for the purpose of developing, constructing and operating the housing facilities component of the IDVSII Project facilities; and

WHEREAS, the Authority will receive an equity contribution of approximately Four Million Five Hundred Thousand ($4,500,000) from a tax credit investor to finance part of the costs of the housing facilities, and approximately Fourteen Million Dollars ($14,000,000) from sources other than the 2002 Series A Bonds and the 2002 Series B Bonds (collectively, the "Bonds"), including grants, other loans and fundraising proceeds to finance the development cost of the IDVSII Project facilities; and

WHEREAS, the Authority has requested that the City facilitate the financing of the development cost of the IDVSII Project facilities by guaranteeing repayment of the Bonds in the aggregate principal amount of not to exceed Ten Million Eight Hundred Thousand Dollars ($10,800,000); and

WHEREAS, the Authority, on its own, would be unable to obtain financing to develop the IDVSII Project facilities on terms that would make it economically and financially feasible, and the City's guaranty of the Bonds would significantly reduce the Authority's borrowing costs and thereby enable the Authority to develop the IDVSII Project facilities in a manner that is financially prudent and that would allow the Authority to provide the greatest benefits to the community in furtherance of its public purpose; and

WHEREAS, the IDVSII Project will benefit the International District and the City of Seattle as a whole by providing centralized Asian/Pacific resources for low-income housing and community services through a community center, public library, and parking facility; and

WHEREAS, the Authority forecasts that the rental payments from the low-income housing units and leases of the IDVSII Project facilities, together with parking revenues, the contributions of a tax credit partner, and other revenues of the Authority, will provide sufficient funds for the repayment of the Bonds; and

WHEREAS, the Council has received the advice of the City's Debt Management Policy Advisory Committee ("the Committee") pursuant to the City's Debt Management Policies as adopted by Resolution, and while acknowledging the advice of the Committee, finds that the substantial public benefit derived from the IDVSII Project outweighs the financial risks associated with the Project;

NOW THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. Findings. The City Council hereby makes the following findings:

It is in the best interests of the City and its citizens for the Authority to develop and construct the IDVSII Project. The Authority, on its own, is unable to obtain sufficient financing to develop and construct the IDVSII Project on terms and conditions that make it economically and financially feasible. The pledge by the City of its full faith and credit to guarantee payment of the principal of and interest on the Authority's Bonds in an aggregate amount not to exceed Ten Million Eight Hundred Thousand Dollars ($10,800,000) will significantly reduce the costs of the Authority's financing for the IDVSII Project and thereby enable the Authority to develop the IDVSII Project facilities in a manner that is financially prudent. The Authority expects to derive funds for the repayment of the Bonds from payments from a tax credit investor, from rental payments under the leases of portions of the IDVSII housing units and facilities, from parking revenues, and from other sources available to the Authority.

The City Council concludes that the most appropriate method of assisting the Authority in furtherance of its public purpose is to pledge the City's full faith and credit to guarantee payment of the principal of and interest on the Bonds issued by the Authority. Such guaranty shall be provided in the manner hereinafter set forth in two separate guaranty agreements, one for the 2002 Series A Bonds and one for the 2002 Series B Bonds, substantially in the forms contained in Exhibit A and Exhibit B hereto with such modifications as the Mayor may deem necessary and appropriate and which are consistent with this Ordinance. The City Council hereby further finds and declares that the City's provision of credit support and any expenditure of public funds to assist in the development of the IDVSII Project are for a public and strictly municipal purpose.

Section 2. Authorization to execute agreements. If he finds it to be in the best interests of the City to do so, the Mayor is authorized to execute on behalf of the City two guaranty agreements with the Authority substantially in the forms contained in Exhibits A and B hereto. The Mayor's authority to execute either or both guaranty agreements, however, is expressly contingent upon (a) the Authority and a tax credit investor executing a final agreement providing for the contribution of the tax credit investor of approximately Four Million Five Hundred Thousand Dollars ($4,500,000) to the IDVSII Project; and (b) both the Company's and the Authority's obligations under either or both guaranty agreements being secured by a deed of trust or deeds of trust acceptable to the Director of the Department of Finance. The Mayor is further authorized to execute depository agreements and such other related agreements and documents as he deems necessary and appropriate to carry out the agreements contemplated in Exhibits A and B and this Ordinance.

Section 3. Authorization to reconvey interest in real property or execute subordination agreement. If, to carry out the goals set forth in this Ordinance, he finds it to be in the interests of the City to do so, the Mayor is authorized to execute on behalf of the City a reconveyance deed, reconveying to the Authority the City's interest in the real property securing the City's guaranty of the 1996 Bonds issued by the Authority in support of the Village Square One project, or a subordination agreement subordinating the City's interest in the real property securing the City's guaranty of the 1996 Bonds issued by the Authority in support of the Village Square One project.

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 ____________, 2002, and signed by me in open session in authentication of its passage this _____ day of _________________, 2002. _____________________________________ President _______ of the City Council

Approved by me this _____ day of _________________, 2002. ___________________________________________ Mayor

Filed by me this _____ day of ____________________, 2002. ___________________________________________ City Clerk

09/30/02 (Ver. 2 ) EXHIBIT A

Legal Description of Housing Condominium

Apartment Unit of International District Village Square Phase 2 per Condominium Declaration for International District Village Square Phase 2 Condominium recorded under King County Recording No. __________________.

EXHIBIT B

Description of Housing Facility

The Housing Facility will provide 57 units of family housing, forty units with two bedrooms and seventeen three-bedroom units. These units will all be affordable to families with incomes below 50% of median. All of the units will be income restricted governed by the Extended Use Regulatory Agreement with the Washington State Housing Finance Commission as well as regulatory agreements with the City of Seattle Office of Housing and the Washington State Department of Community Trade and Economic Development.

The International District Village Square Family Housing LLC will own the Housing Facility condominium. The Seattle Chinatown International District Preservation and Development Authority will be managing member of the LLC and the property manager of the Housing Facility.

Along with the financing from the bonds that are the subject of this guaranty agreement, funding for this Facility includes funds from the City of Seattle Office of Housing, Washington State Community Trade and Economic Development Department, Federal Home Loan Bank of Seattle, Seattle Housing Authority and Low Income Housing Tax Credits.

Other components of the International District Village Square phase 2 include a community center with a gymnasium, space for a branch of the Seattle Public Library, commercial retail space and parking garage. The parking and library space will be primarily financed through another bond issuance. The Community Center component of the Project will be owned by the City, through its Department of Parks and Recreation, pursuant to a condominium agreement between the City and the Authority. The Community Center will receive funding from a 1999 City Community Center Levy, other City sources and private sources.

EXHIBIT E

International District Village Square Phase 2 Construction Schedule

EXHIBIT E International District Village Square Phase 2 Construction Schedule

Permits

Master Use Permit submitted to DCLU Apr-2001

Master Use Permit corrections submitted to DCLU Apr-2002

Shoring permit submitted to DCLU May-2002

Building permit submitted to DCLU Jul-2002

International Special Review Board approval Aug-2002

Master Use Permit issued Nov-2002

Shoring permit issued Nov-2002

Building permit issued Jan-2003

Construction

Shoring bids received Sep-2002

Building bids received Oct-2002

Shoring work begins Nov-2002

Shoring work completed Jan-2003

Building construction begins Jan-2003

Building construction completed May-2004

Building commissioning Jun-2004

Occupancy

Marketing May-2004

Building Opens Jun-2004

Exhibit G Insurance Requirements

A. General Obligations: For so long as the Bonds are Outstanding or until such time that the Authority has satisfied its obligations to repay the City pursuant to Section 3.3 of either Bond Guaranty Agreement (Series A or Series B), whichever is later, the Authority and/or the Company shall, at its own expense, obtain and continuously maintain, or cause to be obtained and continuously maintained, in full force and effect, insurance policy(ies) in conjunction with the following:

(a) the Bond Payment Guaranty Agreements between the City and the Authority;

(b) the Company's and/or the Authority's activity on or the use or occupation of the IDVS2 Project property;

(c) Design, Construction Management, Inspection, Construction, reconstruction, operation, maintenance, use or existence of the IDVS2 Project.

(d) Deeds of Trust securing the Company's and the Authority's obligations under the Bond Guaranty Agreements; and

(e) Any and all claims and risks in connection with the activity performed by the Authority and/or the Company under this Agreement.

With respect to all consultants and contractors performing work on behalf of the Authority and/or the Company, the Authority and/or the Company shall:

(a) Obtain from each consultant and contractor evidence that such contractor or consultant has obtained and maintained a policy or policies of insurance as required herein;

(b) Submit evidence of insurance as required herein to the City for review and approval;

(c) Require that all such policies name the City as an additional insured, including completed operations, on all liability policies per ISO form CG20 26 or its equivalent; and

(d) Include, in all contracts executed by the Authority and/or the Company with respect to the IDVSII Project, provisions which extend to the City construction indemnities and warranties granted to Authority.

B. Required Insurance. The following policies shall be obtained and continuously maintained by the Authority and/or the Company:

1. Bond Payment Guaranty Agreement. For so long as the Bonds remain Outstanding or until such time that the Authority has satisfied all its obligations to repay the City pursuant to Section 3.3 of either Bond Guaranty Agreement (Series A or Series B), the Authority and/or the Company shall obtain and continuously maintain the following policies of insurance:

(a) A policy of Commercial General Liability Insurance, written on an insurance industry standard occurrence form (CG 00 01) including all the usual coverage known as:

Premises/Operations Liability;

Products/Completed Operations;

Personal/Advertising Injury;

Contractual Liability;

Explosion, Collapse and Underground Property Damage (XCU);

Independent Contractors Liability;

Stop Gap or Employers Contingent Liability; and

Per Project Coverage (CG2503 ISO), or equivalent.

Such policy(ies) shall provide the following minimum limits:

Bodily Injury and Property Damage:

$ 1,000,000 General Aggregate

$ 1,000,000 Products & Completed Operations Aggregate

$ 1,000,000 Personal & Advertising Injury

$ 1,000,000 Each Occurrence

$ 100,000 Fire Damage

(b) A policy of Business Automobile Liability Insurance, including coverage for owned, non-owned, leased or hired vehicles written on an insurance industry standard form (CA 00 01) or equivalent, and as specified by Insurance Services Office Symbol 1 (any auto). If "pollutants" as defined in exclusion 11 of the commercial auto policy are to be transported, endorsement CA9948 & MCS 90 are required.

Such policy(ies) must provide the following minimum limit:

Bodily Injury and Property Damage

$ 1,000,000 per accident

(c) A policy of Excess Liability Insurance above the primary general liability and auto liability policies that will provide a total limit of insurance of $5,000,000 per Occurrence/Aggregate/per Claim. The excess policy shall be, at a minimum, as broad as the primary policies.

(d) A policy of Worker's Compensation: As respects Workers' Compensation insurance in the state of Washington, the Authority and/or the Company shall secure its liability for industrial injury to its employees in accordance with the provisions of Title 51 of the Revised Code of Washington. The Authority and/or the Company shall be responsible for Workers' Compensation Insurance for any and all contractors and subcontractors who provide services with respect to the IDVS2 Project. Additionally, if the any contractor or subcontractor is required to work on or around a navigable waterway, the Authority and/or the Company shall provide evidence of United States Longshoremen's and Harbor Workers' (USL&H) coverage and contingent coverage for Jones Act (Marine Employers Liability) in compliance with federal statutes. If the Authority is qualified as a self-insurer in accordance with Chapter 51.14 of the Revised Code of Washington, Authority shall so certify to the Owner by submitting a letter signed by a corporate officer, indicating that it is a qualified self-Insurer, and setting forth the limits of any policy of excess insurance covering its employees; or any similar coverage required.

2. Design, Construction Management or Inspection: In addition to standard insurance requirements in this Exhibit G, the Authority and/or the Company shall obtain or cause to be obtained the following additional insurance coverage:

(a) Errors and Omissions Liability Insurance: A policy of Errors and Omissions Liability Insurance appropriate to each consultant's profession. Coverage should be for a professional error, act or omission arising out of the scope of services shown in the contract. The policy shall not exclude any of the following:

Claims arising out of pollution for environmental work**

Construction Administration Services **

Laboratory analysis**

**Only required when services are to be performed under this agreement.

The minimum limit of coverage shall be $1,000,000 per Claim/Aggregate

3. Construction, Reconstruction, Operations: In addition to the standard insurance requirements as identified in this Exhibit G, the Authority and/or the Company shall secure or cause to be secured, the following additional insurance coverage:

(a) Builder's Risk Insurance: The Authority and/or the Company shall purchase and maintain builders insurance on an "All Risk" basis, in an amount equal to 100% replacement cost thereof, against loss from the perils of fire and other risks of direct physical loss, including earthquake and flood damage. The Authority and/or the Company or the/Contractor shall be responsible for the policy deductible. The policy shall include as Loss Payee the City. The Authority and/or the Company shall provide the City with a duplicate original of said Policy.

Coverage shall include all materials, supplies, and equipment intended for specific installation in the IDVS2 Project while such materials, supplies and/or equipment are located at the project site, in transit or while temporarily located away from the project site. Coverage shall also include the value of site preparation work, the value of underground property, the cost of debris removal, and the cost of pollutant cleanup as well as removal.

In addition, the following coverage extensions shall be included: Delayed Opening Loss of Earnings coverage and Operation of Building Codes coverage demolition, contingent liability and increased cost of construction.

The policy shall not contain any coinsurance penalty provision or any occupancy clauses.

With respect to the Builder's Risk Policy described herein, the City Authority and the Company waive all subrogation rights against each other, any Subcontractors, Architect, Architect's sub-consultants, separate contractors, if any, and any of their subcontractors, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this section or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by Owner as fiduciary. This waiver of subrogation shall be effective to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, whether or not the person or entity paid the insurance premium directly or indirectly, and whether or not the person or entity had and insurance interest in the property damaged.

The City reserves the right to purchase this policy for the IDVS2 Project, adding the Authority and/or the Company and/or the/Contractor as an additional insured to any such policy. If the City does purchase such a policy, the Authority and/or the Company shall reimburse the City for all of its costs for such coverage.

Warranty, Repair or Remedy of Defects: The Authority and/or the Company shall obtain a bond from a surety company, acceptable to the City, which for a period of one year after substantial completion of the IDVS2 Project shall provide for payment for the repair or remedy of defects in the IDVS2 Project which are due to faulty materials or workmanship and for damage to other work resulting from such faulty material and workmanship.

4. Deed of Trust: In addition to the standard insurance requirements as identified in this Exhibit G, the Authority and/or the Company shall secure or cause to be secured, the following additional insurance coverage with respect to the Deeds of Trust executed for the benefit of the City with respect to the IDVS2 Project

(1) A policy of Property Insurance on the building, its furniture, fixtures, equipment, inventory, and all other improvements which it makes to the premises, on an "All Risk" basis, in an amount equal to 100% replacement cost thereof, against (i) Loss from the perils of fire and other risks of direct physical loss, (including earthquake and flood damage, and not less broad than provided by the insurance industry standard "Causes of Loss Special Form (CP 10 30)"; (ii) Loss or damage from water damage, or sprinkler systems now or hereafter installed in any building on the premises; (iii) Loss or damage by explosion of steam boilers, pressure vessels, oil, or gasoline storage tanks; machinery, heating or air conditions, elevator and escalator equipment or similar apparatus, provided the Property contains equipment of such nature if required by Beneficiary; (iv) Business Interruption or Extra Expense, with sufficient coverage to provide for the loss of rent or income and other fixed costs during any interruption of Grantor's business, loss of occupancy, or use because of fire or other cause in such amounts as are satisfactory to Beneficiary. Grantor shall name the City as a Loss Payee. In the event the Authority and/or the Company is unable because of market conditions to renew such policy on the terms described, then the Authority and/or the Company shall notify the City's Director of Finance prior to the expiration of the policy. Upon such notice, the City may, in its reasonable discretion, alter the requirements described herein.

The Property Insurance policies required for the deeds of trust are subject to approval by the City in its sole discretion as to amount, form, deductibles and insurer, and must cover all risks the City requires. The City agrees to respond to the Authority and/or the Company within two (2) weeks of its receipt of such request for approval submitted to the City's Director of Finance.

With respect to its obligations under the deeds of trust securing the Authority's and the Company's obligations under the Bond Guaranty Agreements, the Authority and/or the Company agree as follows:

Completion, Repair and Restoration. The Authority and/or the Company shall promptly complete or cause to be promptly completed, shall promptly repair or cause to be promptly repaired, and shall promptly restore or cause to be promptly restored, in good workmanlike manner any building or improvement of the IDVS2 Project or on the Property which may be partially constructed, damaged or destroyed and shall pay all costs incurred therefor, provided that (i) the repair and restoration shall be subject to the approval of mortgagees as set forth in any senior mortgage and in any Priority Agreement or Subordination Agreement executed by City; and (ii) if the Authority and/or the Company maintains insurance as required by this Agreement and described in Exhibit G, then the obligation to repair and restore in case of casualty shall be limited to the insurance proceeds available therefor and any reserves maintained for the Project. Prior to commencement of any restoration costing in excess of $10,000, the Authority and/or the Company shall submit the plans and specifications for the City's approval and furnish evidence of sufficient funds to complete the work.

C. Deductibles: If any of the above required insurance contains a deductible (or self-insured retention amount) the Authority/Company/Consultant/Contractor shall:

1. Disclose such amount; and

2. Be responsible for payment of any claim equal to or less than the deductible (or self-insured retention amount).

The City reserves the right to reject insurance policies with a deductible (or self-insured retention amount) in excess of $25,000 for which adequate financial strength of the Insured cannot be demonstrated to the satisfaction of the City.

D. Conditions: The insurance policy or policies, endorsements thereto, and subsequent renewals shall:

1. Be subject to approval by the City as to company, form and coverage. The insurance company shall be:

a. Rated A-:VII or higher in the A.M. Best's Key Rating Guide; and

b. Licensed to do business in the State of Washington or be filed as surplus lines by a Washington broker.

2. Be primary as respects the City, and any other insurance maintained by the City shall be excess insurance and not contributing insurance with the Authority and/or Company, and/or its consultants, contractors, inspectors, or other contractors of any kind;

3. Be maintained in full force and effect through the Agreement;

4. Protect the City within the policy limits from any and all losses, claims, actions, damages, and expenses arising out or resulting from the Authority's and/or the Company's, and/or their consultants, contractors, inspectors, or other contractors of any kind, performance or lack of performance;

5. Name the City as an additional insured pursuant to the requirements of Section Titled "Evidence of Insurance"; and

6. Include a provision (whether by endorsement or otherwise) indicating that, except with respect to the limits of insurance and any rights or duties specifically assigned to the first named insured, the insurance shall apply:

a. As if each party insured thereunder (whether as a named insured, additional named insured, or additional insured) were the only party insured by such policy; and

b. Separately to each insured against whom a claim is made or a suit is brought.

E. Evidence of Insurance: In many cases, evidence of insurance may be demonstrated by submitting a copy (photocopy or facsimile acceptable) of the declarations pages of the policy and the additional insured endorsement. The declaration pages shall clearly show the policy effective dates, limits and schedule of forms and endorsements. Any reference to premiums may be blacked out. However at the option of the City, the Authority and/or the Company and/or its designated Contractors, Consultants and Inspectors, as outlined above, may be required to submit a copy of the insurance policy, all referenced endorsements, or both. Certificates of Insurance (ACORD forms) will not be accepted as evidence of insurance. Evidence of insurance for each policy shall:

1. Comply with one of the following requirements regarding naming the City as an additional insured, including Completed Operations:

(a) Insurance Services Office (ISO) Standard Endorsement: An additional insured endorsement issued on an ISO form CG 20 26 or its equivalent, shall name "The City of Seattle, its officers, elected officials, employees, agents, and volunteers" as an additional insured. The endorsement shall:

(i) Be signed by an authorized representative of the insurance company; and

(ii) Include the policy number and name of the insured on the endorsement.

(b) Non-ISO Endorsements: For Non-ISO endorsements, any of the following options are acceptable:

(i) A blanket clause (in the policy or endorsement) adding, without undue restriction of coverage, as additional insured anyone for whom the Authority, and/or its consultants, contractors, inspectors, or other contractors of any kind, are required to provide insurance under a contract or permit;

(ii) An additional insured endorsement on a non-ISO endorsement form containing the following provision:

"The City of Seattle, its officers, elected officials, employees, agents, volunteers, are an additional insured for all coverage provided by this policy and shall be fully and completely protected to the extent provided in said policy for any and every injury, death, damage and loss of any sort sustained by any person, organization or corporation in connection with any activity performed by the Authority, and/or its consultants, contractors, inspectors, or other contractors of any kind, as outlined above by virtue of the provisions of this Agreement between The City of Seattle and the Authority.

The coverage provided by this policy to The City of Seattle shall not be terminated, reduced or otherwise materially changed without providing at least forty-five (45) days prior written notice to The City of Seattle."; or

(iii) Any other additional insured endorsement form or clause approved by the City.

F. Consultants, Contractors, Inspectors or other Contractors of any Kind Performing Work, or Other Agreements Additional Insured Provision Requirement of Authority: The Authority and/or the Company shall require that any and all of its consultants, contractors, inspectors, or other contractors of any kind, performing work, or other agreements with respect to the IDVSII Project, shall name the City as an additional insured, including Completed Operations, on all Liability policies as indicated herein, on ISO Form 20 26 or equivalent. The Authority and/or the Company shall further require in all contracts with respect to the IDVSII Project, a provision which extends to the City, construction indemnities and warranties granted to the Authority. EXHIBIT A

Legal Description of Community Facilities Condominium

Community Facility Unit of International District Village Square Phase 2 per Condominium Declaration for International District Village Square Phase 2 Condominium recorded under King County Recording No. __________________. EXHIBIT B

The Community Facilities component of the International District Village Square Phase 2 Project (Project) is comprised solely of (1) approximately 4,500 square feet to be leased to the Seattle Public Library for a branch library and (2) approximately 29,000 square feet for a parking garage to be managed by the Seattle Chinatown International District Preservation and Development Authority (Authority).

These uses together with other Project elements, including 57 units of family housing, a community center with a gymnasium, and retail/commercial space, will provide a holistic development meeting long term needs of the International District.

The International District Village Square Family Housing, LLC will own the housing component of the Project, pursuant to a property management agreement with the Authority. The housing will be financed through the issuance by the Authority of tax-exempt bonds, as well as through funding from the City's Office of Housing, the Washington State Housing Trust Fund, and private sources.

The Community Center component of the Project will be owned by the City, through its Department of Parks and Recreation, pursuant to a condominium agreement between the City and the Authority. The Community Center will receive funding from a 1999 City Community Center Levy, other City sources, the Authority, and private sources.

The retail of the portion of the Project will be financed exclusively through private sources. EXHIBIT E

International District Village Square Phase 2 Construction Schedule

Permits

Master Use Permit submitted to DCLU Apr-2001

Master Use Permit corrections submitted to DCLU Apr-2002

Shoring permit submitted to DCLU May-2002

Building permit submitted to DCLU Jul-2002

International Special Review Board approval Aug-2002

Master Use Permit issued Nov-2002

Shoring permit issued Nov-2002

Building permit issued Jan-2003

Construction

Shoring bids received Sep-2002

Building bids received Oct-2002

Shoring work begins Nov-2002

Shoring work completed Jan-2003

Building construction begins Jan-2003

Building construction completed May-2004

Building commissioning Jun-2004

Occupancy

Marketing May-2004

Building Opens Jun-2004

Exhibit G Insurance Requirements

A. General Obligations: For so long as the Bonds are Outstanding or until such time that the Authority has satisfied its obligations to repay the City pursuant to Section 3.3 of either Bond Guaranty Agreement (Series A or Series B), whichever is later, the Authority shall, at its own expense, obtain and continuously maintain, or cause to be obtained and continuously maintained, in full force and effect, insurance policy(ies) in conjunction with the following:

(a) the Bond Payment Guaranty Agreements between the City and the Authority;

(b) the Authority's activity on or the use or occupation of the IDVS2 Project property;

(c) Design, Construction Management, Inspection, Construction, reconstruction, operation, maintenance, use or existence of the IDVS2 Project.

(d) Deeds of Trust securing the Authority's obligations under the Bond Guaranty Agreements; and

(e) Any and all claims and risks in connection with the activity performed by the Authority under this Agreement;

With respect to all consultants and contractors performing work on behalf of the Authority, the Authority shall:

(a) Obtain from each consultant and contractor evidence that such contractor or consultant has obtained and maintained a policy or policies of insurance as required herein;

(b) Submit evidence of insurance as required herein to the City for review and approval;

(c) Require that all such policies name the City as an additional insured, including completed operations, on all liability policies per ISO form CG2026 or its equivalent; and

(d) Include, in all contracts executed by the Authority with respect to the Project, provisions which extend to the City construction indemnities and warranties granted to Authority.

B. Required Insurance: The following policies shall be obtained and continuously maintained by the Authority:

1. Bond Payment Guaranty Agreement. For so long as the Bonds remain Outstanding or until such time that the Authority has satisfied all its obligations to repay the City pursuant to Section 3.3 of either Bond Guaranty Agreement (Series A or Series B), the Authority shall obtain and continuously maintain the following policies of insurance:

(a) A policy of Commercial General Liability Insurance, written on an insurance industry standard occurrence form (CG 00 01) including all the usual coverage known as:

Premises/Operations Liability;

Products/Completed Operations;

Personal/Advertising Injury;

Contractual Liability;

Explosion, Collapse and Underground Property Damage (XCU);

Independent Contractors Liability;

Stop Gap or Employers Contingent Liability; and

Per Project Coverage (CG2503 ISO), or equivalent.

Such policy(ies) shall provide the following minimum limits:

Bodily Injury and Property Damage:

$ 1,000,000 General Aggregate

$ 1,000,000 Products & Completed Operations Aggregate

$ 1,000,000 Personal & Advertising Injury

$ 1,000,000 Each Occurrence

$ 100,000 Fire Damage

(b) A policy of Business Automobile Liability Insurance, including coverage for owned, non-owned, leased or hired vehicles written on an insurance industry standard form (CA 00 01) or equivalent, and as specified by Insurance Services Office Symbol 1 (any auto). If "pollutants" as defined in exclusion 11 of the commercial auto policy are to be transported, endorsement CA9948 & MCS 90 are required.

Such policy(ies) must provide the following minimum limit:

Bodily Injury and Property Damage

$ 1,000,000 per accident

(c) A policy of Excess Liability Insurance above the primary general liability and auto liability policies that will provide a total limit of insurance of $5,000,000 per Occurrence/Aggregate/per Claim. The excess policy shall be, at a minimum, as broad as the primary policies.

(d) A policy of Worker's Compensation: As respects Workers' Compensation insurance in the state of Washington, the Authority shall secure its liability for industrial injury to its employees in accordance with the provisions of Title 51 of the Revised Code of Washington. The Authority shall be responsible for Workers' Compensation Insurance for any and all contractors and subcontractors who provide services with respect to the IDVS2 Project. Additionally, if the any contractor or subcontractor is required to work on or around a navigable waterway, the Authority shall provide evidence of United States Longshoremen's and Harbor Workers' (USL&H) coverage and contingent coverage for Jones Act (Marine Employers Liability) in compliance with federal statutes. If the Authority is qualified as a self-insurer in accordance with Chapter 51.14 of the Revised Code of Washington, Authority shall so certify to the Owner by submitting a letter signed by a corporate officer, indicating that it is a qualified self-Insurer, and setting forth the limits of any policy of excess insurance covering its employees; or any similar coverage required.

2. Design, Construction Management or Inspection: In addition to standard insurance requirements in this Exhibit G, the Authority shall obtain or cause to be obtained the following additional insurance coverage:

(a) Errors and Omissions Liability Insurance: A policy of Errors and Omissions Liability Insurance appropriate to each consultant's profession. Coverage should be for a professional error, act or omission arising out of the scope of services shown in the contract. The policy shall not exclude any of the following:

Claims arising out of pollution for environmental work**

Construction Administration Services **

Laboratory analysis**

**Only required when services are to be performed under this agreement.

The minimum limit of coverage shall be $1,000,000 per Claim/Aggregate

3. Construction, Reconstruction, Operations: In addition to the standard insurance requirements as identified in this Exhibit G, the Authority shall secure or cause to be secured, the following additional insurance coverage:

(a) Builder's Risk Insurance: The Authority shall purchase and maintain builders insurance on an "All Risk" basis, in an amount equal to 100% replacement cost thereof, against loss from the perils of fire and other risks of direct physical loss, including earthquake and flood damage. The Authority/Contractor shall be responsible for the policy deductible. The policy shall include as Loss Payee the City. The Authority shall provide the City with a duplicate original of said Policy[RSE1].

Coverage shall include all materials, supplies, and equipment intended for specific installation in the IDVS2 Project while such materials, supplies and/or equipment are located at the project site, in transit or while temporarily located away from the project site. Coverage shall also include the value of site preparation work, the value of underground property[RSE2], the cost of debris removal, and the cost of pollutant [RSE3]cleanup as well as removal.

In addition, the following coverage extensions shall be included: Delayed Opening Loss of Earnings coverage and Operation of Building Codes coverage demolition, contingent liability and increased cost of construction[RSE4].

The policy shall not contain any coinsurance penalty provision or any occupancy clauses.

With respect to the Builder's Risk Policy described herein, the City and the Authority waive all subrogation rights against each other, any Subcontractors, Architect, Architect's sub-consultants, separate contractors, if any, and any of their subcontractors, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this section or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by Owner as fiduciary. This waiver of subrogation shall be effective to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, whether or not the person or entity paid the insurance premium directly or indirectly, and whether or not the person or entity had and insurance interest in the property damaged.

The City reserves the right to purchase this policy for the IDVS2 Project, adding the Authority/Contractor as an additional insured to any such policy. If the City does purchase such a policy, the Authority shall reimburse the City for all of its costs for such coverage.

Warranty, Repair or Remedy of Defects: The Authority shall obtain a bond from a surety company, acceptable to the City, which for a period of one year after substantial completion of the IDVS2 Project shall provide for payment for the repair or remedy of defects in the IDVS2 Project which are due to faulty materials or workmanship and for damage to other work resulting from such faulty material and workmanship.

4. Deed of Trust: In addition to the standard insurance requirements as identified in this Exhibit G, the Authority shall secure or cause to be secured, the following additional insurance coverage with respect to the Deeds of Trust executed for the benefit of the City with respect to the IDVS2 Project

(1) A policy of Property Insurance on the building, its furniture, fixtures, equipment, inventory, and all other improvements which it makes to the premises, on an "All Risk" basis, in an amount equal to 100% replacement cost thereof, against (i) Loss from the perils of fire and other risks of direct physical loss, (including earthquake and flood damage, and not less broad than provided by the insurance industry standard "Causes of Loss Special Form (CP 10 30)"; (ii) Loss or damage from water damage, or sprinkler systems now or hereafter installed in any building on the premises; (iii) Loss or damage by explosion of steam boilers, pressure vessels, oil, or gasoline storage tanks; machinery, heating or air conditions, elevator and escalator equipment or similar apparatus, provided the Property contains equipment of such nature if required by Beneficiary; (iv) Business Interruption or Extra Expense, with sufficient coverage to provide for the loss of rent or income and other fixed costs during any interruption of Grantor's business, loss of occupancy, or use because of fire or other cause in such amounts as are satisfactory to Beneficiary. Grantor shall name the City as a Loss Payee. In the event the Authority is unable because of market conditions to renew such policy on the terms described, then the Authority shall notify the City's Director of Finance prior to the expiration of the policy. Upon such notice, the City may, in its reasonable discretion, alter the requirements described herein.

The Property Insurance policies required for the deeds of trust are subject to approval by the City in its sole discretion as to amount, form, deductibles and insurer, and must cover all risks the City requires. The City agrees to respond to the Authority within two (2) weeks of its receipt of the Authority's request for approval submitted to the City's Director of Finance.

With respect to its obligations under the deeds of trust securing the Authority's and the Company's obligations under the Bond Guaranty Agreements, the Authority agrees as follows:

Completion, Repair and Restoration. The Authority shall promptly complete or cause to be promptly completed, shall promptly repair or cause to be promptly repaired, and shall promptly restore or cause to be promptly restored, in good workmanlike manner any building or improvement of the IDVS2 Project or on the Property which may be partially constructed, damaged or destroyed and shall pay all costs incurred therefor, provided that (i) the repair and restoration shall be subject to the approval of mortgagees as set forth in any senior mortgage and in any Priority Agreement or Subordination Agreement executed by City; and (ii) if the Authority maintains insurance as required by this Agreement and described in Exhibit G, then the Authority's obligation to repair and restore in case of casualty shall be limited to the insurance proceeds available therefor and any reserves maintained for the Project. Prior to commencement of any restoration costing in excess of $10,000, the Authority shall submit the plans and specifications for the City's approval and furnish evidence of sufficient funds to complete the work.

C. Deductibles: If any of the above required insurance contains a deductible (or self-insured retention amount) the Authority/Consultant/Contractor shall:

1. Disclose such amount; and

2. Be responsible for payment of any claim equal to or less than the deductible (or self-insured retention amount).

The City reserves the right to reject insurance policies with a deductible (or self-insured retention amount) in excess of $25,000 for which adequate financial strength of the Insured cannot be demonstrated to the satisfaction of the City.

D. Conditions: The insurance policy or policies, endorsements thereto, and subsequent renewals shall:

1. Be subject to approval by the City as to company, form and coverage. The insurance company shall be:

a. Rated A-:VII or higher in the A.M. Best's Key Rating Guide; and

b. Licensed to do business in the State of Washington or be filed as surplus lines by a Washington broker.

2. Be primary as respects the City, and any other insurance maintained by the City shall be excess insurance and not contributing insurance with the Authority, and/or its consultants, contractors, inspectors, or other contractors of any kind;

3. Be maintained in full force and effect through the Agreement;

4. Protect the City within the policy limits from any and all losses, claims, actions, damages, and expenses arising out or resulting from the Authority's and/or any of its consultant's, contractor's, inspector's, or other contractor's performance or lack of performance;

5. Name the City as an additional insured pursuant to the requirements of Section Titled "Evidence of Insurance"; and

6. Include a provision (whether by endorsement or otherwise) indicating that, except with respect to the limits of insurance and any rights or duties specifically assigned to the first named insured, the insurance shall apply:

a. As if each party insured thereunder (whether as a named insured, additional named insured, or additional insured) were the only party insured by such policy; and

b. Separately to each insured against whom a claim is made or a suit is brought.

E. Evidence of Insurance: In many cases, evidence of insurance may be demonstrated by submitting a copy (photocopy or facsimile acceptable) of the declarations pages of the policy and the additional insured endorsement. The declaration pages shall clearly show the policy effective dates, limits and schedule of forms and endorsements. Any reference to premiums may be blacked out. However at the option of the City, the Authority and/or its designated Contractors, Consultants and Inspectors, as outlined above, may be required to submit a copy of the insurance policy, all referenced endorsements, or both. Certificates of Insurance (ACORD forms) will not be accepted as evidence of insurance. Evidence of insurance for each policy shall:

1. Comply with one of the following requirements regarding naming the City as an additional insured, including Completed Operations:

(a) Insurance Services Office (ISO) Standard Endorsement: An additional insured endorsement issued on an ISO form CG 20 26 or its equivalent, shall name "The City of Seattle, its officers, elected officials, employees, agents, and volunteers" as an additional insured. The endorsement shall:

(i) Be signed by an authorized representative of the insurance company; and

(ii) Include the policy number and name of the insured on the endorsement.

(b) Non-ISO Endorsements: For Non-ISO endorsements, any of the following options are acceptable:

(i) A blanket clause (in the policy or endorsement) adding, without undue restriction of coverage, as additional insured anyone for whom the Authority, and/or its consultants, contractors, inspectors, or other contractors of any kind, are required to provide insurance under a contract or permit;

(ii) An additional insured endorsement on a non-ISO endorsement form containing the following provision:

"The City of Seattle, its officers, elected officials, employees, agents, volunteers, are an additional insured for all coverage provided by this policy and shall be fully and completely protected to the extent provided in said policy for any and every injury, death, damage and loss of any sort sustained by any person, organization or corporation in connection with any activity performed by the Authority, and/or its consultants, contractors, inspectors, or other contractors of any kind, as outlined above by virtue of the provisions of this Agreement between The City of Seattle and the Authority.

The coverage provided by this policy to The City of Seattle shall not be terminated, reduced or otherwise materially changed without providing at least forty-five (45) days prior written notice to The City of Seattle."; or

(iii) Any other additional insured endorsement form or clause approved by the City.

F. Consultants, Contractors, Inspectors or other Contractors of any Kind Performing Work, or Other Agreements Additional Insured Provision Requirement of Authority: The Authority shall require that any and all of its consultants, contractors, inspectors, or other contractors of any kind, performing work, or other agreements with respect to the IDVSII Project, shall name the City as an additional insured, including Completed Operations, on all Liability policies as indicated herein, on ISO Form 20 26 or equivalent. The Authority shall further require in all contracts with respect to the IDVSII Project, a provision which extends to the City, construction indemnities and warranties granted to the Authority.