AN ORDINANCE relating to the Woodland Park Zoo; authorizing the Superintendent of Parks and Recreation to amend the Operations and Management Agreement between the City of Seattle and the Woodland Park Zoological Society.

WHEREAS, the City owns the public zoological gardens located in the City of Seattle known as the Woodland Park Zoo (Zoo); and

WHEREAS, two separate studies, the 1988 Gardener study and the 1998 Transpo Study, found that the existing parking lots at the Zoo were inadequate to handle the current and projected Zoo attendance; and

WHEREAS, the scoping process for the Environmental Impact Statement (EIS) for the Woodland Park Zoo's proposed Long-Range Physical Development Plan (Long-Range Plan) identified the impact of Zoo visitor parking on the surrounding neighborhoods as the principal concern for study of the EIS; and

WHEREAS, over 20 meetings, presentations and workshops and other opportunities for public comment, participation and discussion related to the Long-Range Plan generated over 300 comments from over 100 participants focused on parking alternatives; and

WHEREAS, the proposed Long-Range Plan and EIS considered seven parking garage alternatives; and

WHEREAS, the City of Seattle through its Department of Parks and Recreation (DPR) entered into an Operations and Management Agreement (Agreement) with the Woodland Park Zoological Society (WPZS), a public benefit corporation, for the operations and management of the Zoo by the WPZS; and

WHEREAS, as part of the Agreement, the City and the WPZS agreed to conduct a study to address traffic and parking issues in the surrounding neighborhood; and

WHEREAS, the aforementioned studies have been undertaken and completed; and

WHEREAS, the Agreement stipulates that if a parking garage is identified in the Long-Range Plan, the City shall partially finance the parking garage; and

WHEREAS, the DPR and WPZS have prepared for City Council consideration a Long-Range Plan that includes a parking garage; and

WHEREAS, the Seattle City Council has held a public hearing in accordance with the requirements of Mayor's Standard Operating Procedure regarding notice and hearing procedures for certain major capital projects as concurred in Resolution 30096; and

WHEREAS, due to the timing of the development of the Long-Range Plan and other planning delays, a parking garage will not be completed within the timeline contemplated in the Agreement; NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. The Superintendent of Parks and Recreation ("Superintendent"), or his designee, is hereby authorized, for and on behalf of the City, to enter into an amendment, substantially in the form of Attachment 1 to this ordinance, to the Operations and Management Agreement dated March 1, 2002 between the City of Seattle and the WPZS and authorized by Ordinance 120697.

Section 2. Any act consistent with the authority of this ordinance taken prior to Council passage of this ordinance is hereby ratified and confirmed.

Section 3. 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 _________, 2004, and signed by me in open session in authentication of its passage this _____ day of __________, 2004. _________________________________ President __________of the City Council

Approved by me this ____ day of _________, 2004. _________________________________ Gregory J. Nickels, Mayor

Filed by me this ____ day of _________, 2004. ____________________________________ City Clerk

Attachment 1: Amendment to the Operations and Management Agreement 08/09/04 version #3a

ATTACHMENT 1

ATTACHMENT 1

AMENDMENT 1 TO THE WOODLAND PARK ZOO OPERATIONS AND MANAGEMENT AGREEMENT

This Amendment (Amendment 1) amends the Woodland Park Zoo Operations and Management Agreement (the "Agreement"). This Amendment is made and entered into as of ____________________by and between THE CITY OF SEATTLE, a Washington municipal corporation (the "City"), acting through its DEPARTMENT OF PARKS AND RECREATION (the "Parks Department"), and the WOODLAND PARK ZOOLOGICAL SOCIETY, a Washington non-profit corporation ("WPZS") (collectively, the "Parties").

RECITALS

WHEREAS, City of Seattle Ordinance 120697 approved an Operations and Management Agreement between the City and WPZS wherein WPZS assumed operational and managerial responsibility for the Woodland Park Zoo (the "Zoo") over a renewable twenty-year period, effective March 1, 2002; and

WHEREAS, two separate studies, the 1988 Gardener study and the 1998 Transpo Study, found that the existing parking lots at the Zoo were inadequate to handle the current and projected Zoo attendance; and

WHEREAS, the scoping process for the Environmental Impact Statement (EIS) for the Woodland Park Zoo proposed Long-Range Physical Development Plan (the "LongRange Plan"), identified the impact of Zoo visitor parking on the surrounding neighborhoods as a principal concern for study in the EIS; and

WHEREAS, as required under the Agreement, the City and WPZS studied traffic and parking issues associated with the proposed Long-Range Plan. The studies were undertaken in the context of preparing a new EIS on the proposed Long-Range Plan and satisfied the requirements of the Agreement; and

WHEREAS, a new EIS (prepared during the second half of 2002 and the first half of 2003, published in draft in July 2003 and in final on December 31, 2003) on the proposed Long-Range Plan examined seven alternate scenarios for provision of structured parking at the Zoo to satisfy the needs of the Zoo for parking and help address impacts of the Zoo on its surrounding neighborhoods; and

WHEREAS, the City and WPZS have now identified the structured parking alternative that best balances the need for increased parking capacity with cost considerations; and

WHEREAS, the Parks Department and WPZS have included a parking garage in the proposed Long-Range Plan; hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. Definition.

1.1 Subsection 1.13, "EIS," is hereby amended as follows:

"EIS" shall mean the draft final revised environmental impact statement prepared for the Zoo's draft Long-Range Plan 2001 2002.

1.2 Subsection 1.17, "Long Range Plan" is hereby amended as follows:

"Long-Range Plan" shall mean the Zoo's draft Long-Range Plan 2001 2002, and any adoption or amendments thereto, prepared as a 20-year development plan and update of the 1976 Long-Range Plan.

1.3 Subsection 1.27, "Parking Garage," is replaced with the following:

"Parking Garage" shall mean the parking structure, structures or surface improvements as described in Section 2 of this Amendment.

2. Parking Garage. With respect to the Parking Garage, the Agreement is hereby amended as follows:

2.1 Insert a new Subsection 8.9 as follows:

Zoo On Site Parking. Following completion of the revised EIS and after considering the alternatives examined, the Parties concur that not less than 1,360 visitor parking spaces shall be provided at the Zoo through a combination of a parking structure or structures and surface improvements. Such total spaces shall be available as soon as practicable but no later than December 31, 2010. Such total spaces shall be provided as follows: (a) construction by WPZS of a multi-story parking structure located north of the current West Entrance to the Zoo on Phinney Avenue providing approximately 700 stalls, the final number of such stalls to be determined by WPZS with the consent of the Parks Department and; (b) surface improvements yielding the balance of the requisite minimum number of spaces including existing surface parking (net of any spaces lost to construction of the parking structure) and additional spaces to be provided at locations to be determined by WPZS with the consent of the Parks Department. It is the intention of the Parties that there be no diminution of overall Zoo green space, from that reflected in the Long-Range Plan due to changes in parking.

2.2 City Finance Responsibility. Subsection 8.2 is replaced with the following:

Parking Structure Construction and Financing. Construction of the parking structure by WPZS provided for herein shall commence as soon as practicable following City approval of the proposed revised Long-Range Plan. The rights and obligations of the Parties with respect to the costs of development, design, construction, garage operations and maintenance, major maintenance, transportation demand and on-street parking management plan, taxes, financing, including interest, shall be defined and mutually agreed upon by May 1, 2005. If such agreement cannot be reached by May 1, 2005, WPZS may terminate this Agreement, provided that notice of such termination by WPZS to the City occurs prior to August 1, 2005.

At the request of WPZS but not earlier than March 1, 2007, the City shall provide to WPZS reimbursement for WPZS's documented payments to that date for expenses for development, design, construction, and financing of that parking structure, not to exceed $16.2 million adjusted for inflation as set forth below. Thereafter, the City will reimburse WPZS monthly for the additional expenses it has incurred for the development, design, construction, and financing of such parking structure, but the total of payments by the City under this paragraph shall not exceed $16.2 million adjusted for inflation as set forth below. The project scope and budget (including capitalization of development, design and construction financing interest) shall be determined by WPZS with the consent of the Parks Department.

Adjustment for inflation. The $16.2 million payment shall be adjusted for inflation using the ENR 20-City Construction Cost Index. The initial inflation adjustment shall be calculated by multiplying the $16.2 million payment by a fraction the denominator which is the ENR 20-City Construction Cost Index (the "Cost Index") for August, 2004 and the numerator which shall be the Cost Index for the month when the initial payment is made to WPZS. An additional inflation adjustment shall be made at the time any subsequent payment is made by multiplying the payment remaining after the previous payment by a fraction the denominator which is the Cost Index for the month when the previous payment was made and the numerator which is the Cost Index for the month when the subsequent payment is made. This adjustment for inflation is illustrated in the following table.

Payment Date Balance Balance with Payment Balance after before Computed Payment3 Payment1 Inflation2 01-Mar-07 16,200,000 17,503,739 2,000,000 15,503,739 01-Apr-07 15,503,739 15,542,499 1,000,000 14,542,499 01-May-07 14,542,499 14,578,855 1,000,000 13,578,855 01-Jun-07 13,578,855 13,612,802 1,000,000 12,612,802 01-Jul-07 12,612,802 12,644,334 2,000,000 10,644,334 01-Aug-07 10,644,334 10,670,945 3,000,000 7,670,945 01-Sep-07 7,670,945 7,690,122 3,000,000 4,690,122 01-Oct-07 4,690,122 4,701,847 2,000,000 2,701,847 01-Nov-07 2,701,847 2,708,602 1,000,000 1,708,602 01-Dec-07 1,708,602 1,712,874 1,500,000 212,874 01-Jan-08 212,874 213,406 213,406 0 Total 17,713,406

Actual debt service on the amount borrowed by the City in order to be in a position to provide the funds under this Section 8.2 ($16.2 million adjusted for inflation as provided herein plus issuance costs) shall be the "debt service for the Parking Garage" as that phrase is used in Section 8.3, and that phrase in Section 8.3 shall not include any other amounts.

2.3. Subsection 8.5 Parking Operations. is amended as follows: WPZS shall be solely responsible for operating the Parking Garage. Operations responsibility shall include maintaining the Parking Garage consistent with Section 17 below. WPZS will implement policies and incentives to encourage Zoo visitors to use such a garage. WPZS shall have exclusive control over applicable rates for using the Parking Garage. WPZS agrees to set parking rates to encourage short-term parking and carpooling and to ensure that parking revenues provide the maximum feasible share of debt service on the Parking Garage. The City reserves the right to change any terms of this section 8.5 if and only to the extent that such changes are required, in the opinion of legal counsel to the City, to provide or maintain the tax-exempt status of bonds issued for the Parking Garage. WPZS agrees to analyze and provide a recommendation with regard to a two-tiered parking rate structure that recognizes Seattle taxpayers' contribution to the construction of the Parking Garage. This analysis and recommendation will be provided to the City by May 1, 2005.

2.4. Subsection 8.6 "Restricted Parking Zone" is replaced with the following:

Parking Management Strategies. Parking Management Strategies. As a part of the planning process for the garage, the City and the WPZS will jointly develop a Plan for parking management strategies. The development of this Plan will be jointly funded by the City and the Zoo. The Plan will identify interim (pre-garage opening) and long-term (after the garage opens) strategies and funding responsibility for such strategies that are acceptable to both the Zoo Society and the City. The interim strategies may include a limited RPZ (during the off peak months) or other means of reducing the parking and traffic impact in the neighborhood prior to the opening of the garage. The City and WPZS will use their best efforts to complete a draft Plan by September 1, 2005, to ensure that any financial obligations on the part of the City for implementation of the Plan can be considered as part of the budget cycle for 2006. As a part of this agreement and to ensure the continued viability of the Zoo, the City agrees not to implement a year-round RPZ or other year-round preferential parking for residents in the area within four blocks of the Zoo without the consent of the WPZS, until the earlier of December 31, 2010 or the date the parking structure provided for herein opens, except as set forth in the next paragraph.

Notwithstanding anything else in this Agreement, the City may implement a seasonal RPZ or other preferential parking for residents that includes any area within four blocks of the Zoo after notice to and consultation with the WPZS and residents in the affected area if either:

(a) the alternative transportation plan called for by Section 8.7 has not been completed by July 1, 2007, or

(b) any one or more of the following is absent from the completed alternative transportation plan under Section 8.7:

(i) implementation guidelines for identifying the number and types of events the Zoo intends to host during any particular year,

(ii) a complaint procedure for neighbors to address transportation and parking issues with the WPZS, or

(iii) formal involvement of residents from within four blocks of the Zoo in advising the WPZS on implementing the alternative transportation plan.

If a permanent RPZ is established, WPZS shall pay for one permit fee per household for those households located within four blocks of the Zoo boundaries for an initial twoyear period commencing upon completion of the garage or establishment of a permanent RPZ, whichever is later.

2.5 Alternative Transportation. Subsection 8.7 is amended as follows:

Alternative Transportation. To help relieve overflow parking in the neighborhoodand provide access to the zoo through means other than driving , WPZS will continue to develop an alternative transportation plan in conjunction with King County Metro and the City's Department of Transportation.Such plan, to be completed by March 1st, 2007, will define the roles, responsibilities and each of the Parties' financial commitment regarding the development and implementation of on-street parking management and transportation demand management strategies. The plan will also provide incentives for improved transit, bicycle and pedestrian access, as well as bicycle corrals and transit options for major events. Improved transitTransit, bicycle and pedestrian access will be built into all parking improvements. WPZS will also develop an employee trip reduction plan, dedicated employee carpool spaces, and explore extending transit pass subsidies to all Zoo staff, adding a fFlexcar and participation in the guaranteed ride home program.

2.6 . Long-Range Plan. Section 9 is amended as follows:

The Parties acknowledge that this Agreement contemplates the adoption by the City of the Long-Range Plan, as deemed acceptable by WPZS, on or before April 1, 2002December 31, 2004. In the event that such a Plan is not adopted by April 1, 2002December 31, 2004, WPZS may terminate this Agreement, provided that notice of such termination must occur prior to March 31, 2005.

The Events Center shall not be opened before the Parking Garage is in operation or January 2009, which ever is earlier.

2.7 Title to Improvements. Subsection 13.4 is amended as follows:

Title to Improvements. Except as otherwise provided in this Agreement, all appurtenances, fixtures, improvements (including, specifically, the Parking Garage referenced in Section 8 of this Agreement), equipment, additions and other property attached to or installed in the Premises during the Term shall be and remain the property of City and shall not be removed by WPZS without approval of the Superintendent.

3. Miscellaneous.

3.1 Counterparts. This Amendment 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

3. 2 Effect on Agreement. Except as otherwise modified or amended by this Amendment 1, all of the terms and conditions of the Agreement remain unchanged.

DATED this ___ day of ______________, 2004

THE CITY OF SEATTLE, WOODLAND PARK ZOOLOGICAL SOCIETY a Washington municipal corporation a Washington non-profit corporation By _________________________ By __________________ Ken Bounds Deborah B. Jensen Superintendent of Parks and Recreation President and CEO By authority of Ordinance No.____________________

1 Assumes inflation calculation begins August 1, 2004. 2 Assumes 3% inflation per annum. 3 If any balance is available after final payment for the garage, the remaining balance goes to pay debt service on the project.

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