Catholic Housing Services of Western WA 6/21/2016

AGREEMENT The parties agree as follows: A. Contract Negotiations The City and Low Barrier Service Provider agree for the Negotiation Period to negotiate diligently and in good faith to negotiate the following agreements (the "Negotiated Agreements"): 1. Property Land Transfer or Lease Agreement. The City and Low Barrier Service Provider will negotiate a land transfer or lease agreement,under which the City will transfer the Property to Low Barrier Service Provider, by deed or ground lease or other mechanism. The agreement will include the design of the Housing Facility or specific design parameters, so that the City and Low Barrier Service Provider clearly understand what will be built. a) Low Barrier Service Provider acknowledges that, if the Property is transferred to the Low Barrier Service Provider in fee,the City will require that the Property be subject to covenants perpetually binding the property to be exclusively used for low-barrier supportive housing and activities in support of low-barrier supportive housing, and the City will require that any deed of trust or other lien be expressly subordinated to those covenants. b) Low Barrier Service Provider acknowledges that, if the Property is transferred to the Low Barrier Service Provider in a ground lease,the City will require that the ground lease restrict the use of Property to exclusive use for low-barrier supportive housing and activities in support of low-barrier supportive housing, and the City will require that any deed of trust or other lien be expressly subordinated to those ground lease provisions. 2. Housing Facility Operation Agreement. The City and Low Barrier Service Provider will negotiate an agreement for the operation of the Housing Facility. This agreement will include, among other things,the scope of services to be provided,the population to be served, and related matters. In addition,the City anticipates that the operation agreement will include a certain number of guaranteed beds in the facility for persons designated by the City. The goal will be to negotiate an agreement that allows the City to get the needed services from the Project,while at the same time preserving the Housing Facility's long-term financial feasibility for the Low Barrier Service Provider. B. Exclusive Negotiation/Duration of Agreement 1. Exclusive. The City agrees for the Negotiation Period not to negotiate with any other person or entity regarding the sale, lease or development of the Property (or any portion the Property) for the Housing Facility. Nothing in this Agreement shall prevent or constrain the City from continuing the City's current use of the Property and 2