ESD-Lynnwood Meadowdale Playfields RedevelopmentL
I INTERLOCAL AGREEMENT
2 BETWEEN
3 EDMONDS SCHOOL DISTRICT and THE CITY OF EDMONDS
4 and THE CITY OF LYNNWOOD for the
5 MEADOWDALE PLAYFIELDS REDEVELOPMENT PROJECT
6
7 THIS INTERLOCAL AGREEMENT ("Agreement"), dated as of — J,0, 2017,
8 is made and entered into by and between EDMONDS SCHOOL DISTRICT NO. 15
9 ("District") and THE CITY OF EDMONDS ("Edmonds") and THE CITY OF LYNNWOOD
10 ("Lynnwood") for the redevelopment project of the Meadowdale Athletic Complex and
11 Playfields ("Playfields").
12
13 RECITALS
14
15 WHEREAS, Chapter 39.34 RCW (Interlocal Cooperation Act) permits local
16 government units to make the most efficient use of their powers by enabling them to cooperate
17 with other government entities on the basis of mutual advantage and thereby to provide services
18 and facilities in a manner pursuant to forms of governmental organizations that will accord best
19 with geographic, economic population, and other factors influencing the needs and development
20 of local communities; and
21
22 WHEREAS, each of the signatories hereto is a public agency as defined by RCW
23 Chapter 39.34; and
24 WHEREAS, the District owns real property used for school purposes which includes a
25 number of Playfields (referred to as the Meadowdale Playfields or the Playfields) and which is
26 located within the City of Lynnwood at 16700 66th Avenue West, legally described in Exhibit
27 A, attached hereto (the Real Property); and
28
29
30
31
32
33
34
35
36
37
38
39
40
WHEREAS, the District is responsible for the public education of the students in the
community, including physical education and athletic activities related to the educational program;
and
WHEREAS, the cities of Edmonds and Lynnwood (collectively referred to as the Cities)
have established departments in part for carrying out the purpose of developing and maintaining
community athletic and recreation programs; and
WHEREAS, the District and the Cities are mutually interested in supporting programs for
the community in the areas of athletics, recreation and education; and
WHEREAS, the Cities and the District have recognized for many years that through
cooperation, these publicly -owned athletic fields and facilities can be used to meet broader
2017 Meadowdale Playfields Development Agreement C6nl
Pagel 5a7- 7 71D lY�l'l8
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
community needs for education, recreation and athletic activities than any of the parties can
provide separately; and
WHEREAS, the Cities and the District jointly developed the Meadowdale Playfields in
1985 for school, educational, and community use; and
WHEREAS, the Cities and the District maintain an interlocal agreement which authorizes
Edmonds and Lynnwood to jointly operate, maintain, and schedule use of the Playfields and which
has a term through June 5, 2025, copy attached hereto as Exhibit B (the 1985 ILA); and
WHEREAS, Lynnwood and the District entered into an interlocal agreement which
extends Lynnwood's use rights and obligations under the 1985 ILA to operate, maintain, and
schedule use of the Playfields until 2065, copy attached hereto as Exhibit C; and
WHEREAS, the Cities and the District intend to review the 1985 ILA regarding the
scheduling, maintenance, fees, and facility rules and restrictions at the Playfields; and
WHEREAS, the Cities and the District with additional grantors are participating to share
the cost of redevelopment of the Playfields as outlined in this Agreement;
NOW, THEREFORE, the District, Edmonds and Lynnwood hereby agree as
fit follows:
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
1. The purpose of this Agreement is to define the rights and responsibilities of
the District, Edmonds and Lynnwood with regard to design, construction, and funding for
the project, which includes the redevelopment of two (2) multipurpose fields, three (3)
softball fields, backstops, perimeter fencing, and walking pathways (depicted in Exhibit D,
attached hereto) of the Playfields for continued use by the parties for education and
recreation purposes (the "Project"). All improvements will meet or exceed the 2010
American with Disabilities Act requirements.
2. The District owns the Real Property that is the subject of this Agreement. This
Agreement does not contemplate the transfer of ownership of the Real Property, nor to limit
the District's ability to comply with its statutory obligations regarding the use and
disposition of school property pursuant to RCW 28A.335. By operation of this Agreement,
Edmonds and Lynnwood do not acquire any ownership interest in and disclaim any interest
to the Playfields and the Real Property, which are and will remain the District's property.
3. The District agrees to make the Playfields on the Real Property available for
redevelopment by the parties and agrees that the athletic fields and facilities comprising the
Playfields are intended primarily for school and educational purposes and are for the benefit of
students and the school age population that reside within the District.
4. The District, Edmonds and Lynnwood recognize that the entirety of the
Playfields site has a 6f boundary designated by the National Park Service dedicating it to
recreational use, as depicted on Exhibit E, and any existing or future non -recreational uses
such as the installation of cell towers and antennas must be mitigated to properly convert
2017 Meadowdale Playfields Development Agreement
Page 2
87 the use by approval of the Washington State Recreation and Conservation Office.
88
89 5. The Cities and District agree to work closely with the surrounding community
90 in the design and approval of Project development.
91
92 6. Lynnwood will serve as the project manager for design and as the
93 construction agent for the Project, for the purpose of initially incurring all expenses for all
94 elements of the construction of the joint facility, including but not limited to architect and
95 engineering fees, site development/construction fees, processing change orders, if any,
96 Washington State sales tax, and securing permits. The Project shall be constructed and
97 performed in accordance with all state and local laws, regulations, policies and standards. All
98 construction contracts shall be procured through a formal competitive bidding process consistent
99 with applicable State law.
100
101 7. The Cities and District agree that no award of a construction) contract for the
102 Project will be authorized until such time as all of the parties have approved the final plans,
103 specifications and cost estimates for the Project. The District shall have final approval of
104 the Project design including materials to be used in construction. The District expressly
105 disclaims any representation or warranty that such design, plans, and specifications are
106 suited for the uses and purposes intended by the Cities. The construction contract for the
107 Project shall include reasonable warranties from the persons or entities providing labor,
108 goods or professional services to complete the Project construction.
109
110 8. Upon completion of construction of the Project, the District agrees to
111 continue to make available the Playfields to Lynnwood and Edmonds to schedule, maintain
112 and use in accordance with the 1985 ILA, attached as Exhibit B, the extension agreement
113 attached as Exhibit C, or any subsequent agreement.
114
115 9. The District and Cities agree to jointly plan for additional capital expenditures
116 for maintenance and replacement costs for the Playfields.
117
118 10. Lynnwood will form a collaborative partnership with the District, Edmonds,
119 Snohomish County, Snohomish County Tourism Promotion Area, and the State of
120 Washington Recreation and Conservation Office to fund the redevelopment of the Playfields
121 for educational, recreational, and community athletic use.
122
123 11. The District agrees to contribute capital funds in the amount of One Million
124 Dollars and zero cents ($1,000,000.00) towards the redevelopment of the two (2)
125 multipurpose fields and related perimeter backstops, safety netting and fencing, walkways
126 and ADA improvements. Payment will be made to Lynnwood as provided in Paragraph 17
127 below.
128
129 12. Edmonds agrees to contribute capital funds in the amount of Five Hundred
130 Thousand Dollars and zero cents ($500,000.00) towards the redevelopment of perimeter
131 backstops, safety netting and fencing, walkways and ADA improvements of the two (2)
132 multipurpose and three (3) softball fields, except as stated in Paragraph 15 below. Payment
133 will be made to Lynnwood on a reimbursement basis as provided in Paragraph 17 below.
134
2017 Meadowdale Playfields Development Agreement
Page 3
135 13. Lynnwood agrees to contribute capital funds in an amount up to Two Million
136 Five Hundred Ninety -Seven Thousand One Hundred Fifty -Five Dollars and zero cents
137 ($2,597,155.00) towards any expenses related to the Project, except as stated in Paragraph
138 15 and 16 below.
139
140 14. Lynnwood agrees to contract, bill for reimbursements, and properly account
141 for additional Project grant funding from the State of Washington Recreation and
142 Conservation Office contribution of capital funds in the amount of $750,000, Snohomish
143 County contribution of capital funds in the amount of $200,000, and Snohomish County
144 Tourism Promotion Area contribution of funds in the amount of $100,000. No such contract
145 or other grant funding approval may impose any restriction on the Real Property without
146 the District's review, consent, and written approval.
147
148 15. The parties acknowledge that (1) the bid package for the construction of the
149 Project will include a base bid option that includes use of SBR infill material, and two
150 alternate bid options that include use of other infill material, (2) each of the Cities will have
151 an opportunity to review bids and to recommend a bid option for the Project to the District,
152 and (3) in accordance with Paragraph 7 above, the District has the authority to consider the
153 bids and recommendations of the Cities and to approve the Project's final design. If a bid
154 option that includes use of non -SBR infill material is selected, then each party that
155 recommended (in the case of the Cities) or approved (in the case of the District) such non -
156 SBR bid option shall be responsible, jointly or severally, to pay the difference between the
157 bid amount for the SBR infill material and the bid amount for the other infill material in the
158 selected bid.
159
160 16. In the event that the total cost of the Project exceeds the District's contribution
161 amount under Paragraph 11, Edmonds' contribution amount under Paragraph 12 and this
162 Paragraph 15, Lynnwood's contribution amount under Paragraph 13 above, and the grant
163 funding described in Paragraph 14, Lynnwood shall recommend value -engineering
164 solutions to mitigate the excess costs, and submit the recommendations to the District and
165 Edmonds for their respective approvals, which approvals shall not be unreasonably
166 withheld. If the value -engineering solutions do not completely mitigate any excess costs,
167 Lynnwood shall be responsible for negotiating with the District and Edmonds an addendum
168 to the Agreement for the provision of additional funds from the parties that will cover the
169 excess costs. In the event that the total cost of the Project is less than the District's
170 contribution amount under Paragraph 11, Edmonds' contribution amount under Paragraph
171 12 and Paragraph 15, Lynnwood's "up to" contribution amount of $2,597,155.00 under
172 Paragraph 13, and the grant funding described in Paragraph 14, Lynnwood shall receive the
173 benefit and shall pay less than the full $2,597,155.00 stated in Paragraph 13.
174
175 17. Lynnwood will bill the District and Edmonds for their shares of the Project
176 costs under this Agreement as follows:
177
178 17.1 Upon the award of the contract for the construction of the Project,
179 Lynnwood shall invoice the District for $500,000.00, and upon fifty percent (50%)
180 completion of the construction of the Project, Lynnwood shall invoice the District for the
181 remaining $500,000.00 owed by the District; and
182
2017 Meadowdale Playfields Development Agreement
Page 4
183 17.2 Upon completion of the construction of the Project, Lynnwood shall invoice
184 Edmonds for $500,000.00 or such other amount as is due from Edmonds under Paragraph
185 15 above.
186
187 The District and Edmonds shall pay the invoiced amounts to Lynnwood within thirty (30)
188 days of the date of the respective invoices to each entity. Any undisputed amount not paid
189 by the date due shall bear interest at the rate of one percent (1%) per month.
190
191 18. If the Cities' and District's representatives are unable to come to an
192 agreement in the administration of this Agreement and/or any dispute involving this
193 Agreement, including payment of assessments, the matter shall be referred to the Cities'
194 Mayors and the District's Superintendent for resolution within thirty (30) days' notice from
195 the Contract Administrator of the existence of a dispute. Should agreement not be reached
196 among the Mayors and the Superintendent within sixty (60) days' notice from the Contract
197 Administrator of the dispute, the parties shall submit the dispute to a mutually agreed upon
198 private arbitrator for binding resolution. In the event the parties cannot agree on an
199 arbitrator, one may be appointed by the presiding Judge of the Snohomish County Superior
200 Court, with costs of arbitration borne equally. The prevailing party shall be entitled to
201 recover reasonable attorneys' fees and costs related to said arbitration.
202
203 19. The term of this Agreement shall commence upon filing with the County
204 Auditor or upon listing the Agreement by subject on the District's web site or other
205 electronically retrievable public source in accordance with RCW 39.34.040 following
206 mutual execution (the "Effective Date") and shall expire upon Project close-out or when the
207 parties have completed all obligations under this Agreement, whichever occurs last.
208
209 20. Pursuant to RCW 39.34.030(4)(a), the District, Edmonds, and Lynnwood
210 hereby appoint the District's Executive Director of Business and Operations as the
211 "Administrator", who will be responsible for administering the District's responsibilities
212 under this Agreement and shall take such action as is necessary to ensure this Agreement is
213 implemented in accordance with its terms.
214
215 21. Pursuant to RCW 39.34.030(4)(a), the District, Edmonds, and Lynnwood
216 hereby appoint the City of Lynnwood's Parks, Recreation & Cultural Arts Director as the
217 "Administrator", who will be responsible for administering Lynnwood's responsibilities
218 under this Agreement and shall take such action as is necessary to ensure this Agreement is
219 implemented in accordance with its terms.
220
221 22. Pursuant to RCW 39.34.030(4)(a), the District, Edmonds, and Lynnwood
222 hereby appoint the City of Edmond's Parks, Recreation, and Cultural Services Director as
223 the "Administrator", who will be responsible for administering Edmonds' responsibilities
224 under this Agreement and shall take such action as is necessary to ensure this Agreement is
225 implemented in accordance with its terms.
226
227 23. This Agreement does not create a separate legal or administrative entity, and
228 consequently is being administered in accordance with RCW 39.34.030(4).
229
230 24. The parties shall maintain records necessary to carry out the purposes of this
2017 Meadowdale Playfields Development Agreement
Page 5
231 Agreement in accordance with generally accepted accounting principles. Such records shall be
232 available during normal working hours for the review of the respective parties, their accounting
233 representatives or the State Auditor.
234
235 25. Lynnwood, Edmonds, and the District each respectively agree to indemnify,
236 defend, and hold harmless each of the other parties from any claims, lawsuits, costs, and
237 judgments arising as a result of their respective negligent or otherwise wrongful acts or
238 omissions, or the acts or omissions of their respective agents, employees, contractors, or
239 officials, in any way related to the Project funding, design, construction, and material selection
240 under this Agreement. The indemnification obligations of the parties are several, and not joint,
241 as to their respective negligence or breach of this Agreement.
242
243 26. This Agreement and all questions concerning the capacity of the parties,
244 execution, validity (or invalidity), and performance of this Agreement, shall be interpreted,
245 construed and enforced in all respects in accordance with the laws of the State of
246 Washington. This Agreement has been negotiated and drafted by all parties and is not to be
247 construed in favor of any party.
248
249 27. Except as provided in the 1985 ILA, as amended, this Agreement represents the
250 entire agreement between the District and the Cities with respect to the Project. This Agreement
251 shall not be amended except in writing mutually agreed to and executed by the Cities and the
252 District. To the extent of any conflict between the terms and conditions of this Agreement and the
253 1985 ILA, this Agreement shall govern and control the rights and obligations of the parties with
254 respect to the Project.
255
256 28. Nothing herein shall be interpreted to create any right or liability with respect to
257 any person or entity not a party to this Agreement.
258
259 29. The parties are independent entities and nothing in this Agreement creates any
260 agency relationship. None of the parties to this Agreement shall be construed to be an officer,
261 agent or employee of any of the other parties.
262
263 30. All notices required to be served or given in accordance with the terms of this
264 Agreement shall be hand delivered or mailed via the U.S. Postal Service, postage pre -paid, to the
265 following addresses of record, or to such persons and addresses as the respective party may
266 designate in writing in the future:
267
268
Edmonds School District #15
Executive Director of Business and Operations
2042068 th Ave. West
Lynnwood, WA 98036-7400
City of Edmonds
Director of Parks, Recreation and Cultural Services
700 Main Street
WA 98020
2017 Meadowdale Playflelds Development Agreement
Page 6
City of Lynnwood
Director of Parks, Recreation and Cultural Arts Department
PO Box 5008
Lynnwood, WA 98046-5008
269
270 31. This Agreement may be executed in several counterparts, all of which taken
271 together shall constitute the entire agreement between the parties hereto. If any provision of this
272 Agreement is determined to be invalid under any applicable statute or rule of law, it is to that
273 extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
274
275
276
[Signatures on following page]
2017 Meadowdale Playfields Development Agreement
Page 7
277
278
279 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
280 year first written above.
281
282
EDMONDS SCHOOL DISTRICT NO. 15
SUPERINTENDENT KRISTINE McDUFFY
APPROVED AS TO FORM:
Kristine R. Wilson of Perkins Coie LLP
Attorneys for the School District
CITY OF LYNNWOOD
MAYOR NICOLA SMITH
ATTEST/AUTHENTICATE :
Sonja Springer, Finance Director
APPROVED AS TO FORM:
Rosemary Larson, City Attorney
CITY OF EDMONDS
L 1.
. e'' , f/
MAYOR DAVE EARLING
AT T/A NTICATE:
eo t Passey, City C �k
AfPRCWED AS TO Fes:
Office of the City Attorney
2017 Meadowdale Playfields Development Agreement
Page 8
283
284
EXHIBIT A
285 EDMONDS SCHOOL DISTRICT NO. 15
286 Meadowdale Athletic Complex & Playiields
287
288 Legal Description
289 Tracts 82,83, 107 and 108, Meadowdale Beach, according to plat thereof recorded in Volume 5
290 of Plats, page 38, records of Snohomish County, Washington and adjacent to vacated 68th Ave
291 West.
292
2017 Meadowdale Playfields Development Agreement
Page 9
293
294
295
296
EXHIBIT B
1985 ILA Agreement
2017 Meadowdale Playfields Development Agreement
Page 10
Cati`-�'-Il-S
RECEIVED,
JUN 2 51985
L"CI bre Offices
DEVELOPMENVOPERATION AGREEMENT
MEADOWDALE PLAYFIELD SITE
WHEREAS, each of the subscribed signatories hereto is a public
agency as defined by RCW Chapter 39.34;
WHEREAS, each of the subscribed signatories desire and agree to
enter into a joint action and to cooperate with each other for the
purpose of developing, operating, maintaining, and scheduling a
recreation-site;and;
WHEREAS, Edmonds School District No. 15 owns approximately
twenty five (25) acres located at 66th Avenue West and 168th Street
S.W., and has indicated said acres to be called "Meadowdale Playfield
Site," and
WHEREAS, the Cities of Edmonds and Lynnwood, Snohomish County,
and Edmonds School District No. 15 have identified a need for parks
and recreation sites that will accord best with geographic, economic,
population, and other factors influencing the development of the local
communities, and;
WHEREAS; Edmonds School District has identified the need for
additional athletic fields in this area to enhance the District's
educational program;
NOW THEREFORE, the parties do agree as follows:
1. The Edmonds School District No. 15 agrees to make the
property available for development by the agencies identified in this
Agreement for consideration of use of the fields for school
district -sponsored educational activities. The Cities of Lynnwood,
Edmonds, and Snohomish County .intend to establish the responsibility
of each party to this agreement for the development, operation,
maintenance, and scheduling of the recreation site.
2. The drawing dated March; 1985, entitled "Master Plan,"
adopted by the Councils of Lynnwood and Edmonds, Snohomish County's
Parks and Recreation Advisory Board and County Council, and Edmonds
School District No. 15, is hereby made a part of this Agreement. The
plan outlines development on the twenty five -acre site and considers
future developments and scheduling of adjacent School District
property: Meadowdale Elementary, Meadowdale Middle School, and
Meadowdale High School.
3. The Cities, County and School District agree that no call for
bids will be authorized for each phase of the construction until such
2017 Meadowdale Playfields Development Agreement
Page 11 page 1
M
time as all agencies have approved the final plans, specifications and
cost estimate for each phase. Also that no award of a construction
contract shall be made until approved by all agencies.
4. The Cities, County, or School District may propose additional
development plans for the recreation site after first consulting with
the other parties to this Agreement concerning the feasibility of such
development. The costs of preparing such development plans will be
borne entirely by the initiating agency unless a written agreement to
share such costs is approve by all parties prior to the incurring of
any costs. Development plans for the recreation site shall be first
approved by the other agencies prior to initiating construction,
improvement or installation. The preparation of proposed development
plans does not obligate the initiating agency to proceed with
construction.
5. The Cities shall bear the costs of construction. Snohomish
County will contribute $150,000 in 1984/85 and additional amounts, as
is later determined. The Cities of Lynnwood and Edmonds will each
contribute $120,000 per year for five years for construction of the
project.
6. The City of Lynnwood will serve as the construction agent for
the purpose of initially incurring all expenses for all elements of
the construction of the joint facility, including but not limited to
architect and engineering fees, site development/construction fees,
Washington State sales tax, etc.
The Parks and Recreation Director of Lynnwood will act as the
Construction Administrator. The Edmonds Parks and Recreation Director
will act a Construction Administrator,in the absence of the Lynnwood
Parks and Recreation Director.
7. The City of Lynnwood shall bill the City of Edmonds and
Snohomish County for their share of the project costs in accordance
with the amounts listed in Section 5. Lynnwood shall keep appropriate
books and accounts covering all construction related costs for review
or audit by the agencies.
8. The Cities will share equally the costs and responsibility of
maintenance, and divide the maintenance and operation responsibility
as each phase of the project is completed. The Cities will each
account for the costs of maintenance and operation of the playfields
and adjust responsibilities annually if they are not equal. The
School District will pay for the costs of field preparation for the
District's use. A detailed maintenance agreement will be developed
after the fina•1 master plan is accepted by all cities and an agreement
is reached on the phases of the project's development.
2017 Meadowdale Playfields Development Agreement
Page 12 Page 2
�7j
9. if it is prudent to close or reduce scheduled use of a field
because of severe adverse weather conditions or other unforeseen
causes, the agencies involved shall confer and agree concerning
reduced use.
10. If the Cities''Parks and Recreatibn Departments and the
District's representative are unable to come to an agreement in the
administration of this Agreement and/or any dispute involving this
Agreement, including payment of assessments or making good on
maintenance agreements, the matter shall be referred to the Cities'
Mayors and the District's Superintendent for resolution. Should
agreement not be reached among the Mayors and the Superintendent, the
Cities and the District will each appoint an arbitrator at their
respective expense. The three arbitrators will be given a designated
time to arrive at a decision which shall be binding on all parties.
11. At least once a year, or upon written request of any party,
this Agreement shall be reviewed by all parties' representatives for
the purpose of reconsidering the equitable distribution of the
responsibilities of each party. Recommendations for amendments shall
be made to the Cities' Mayors and the District's Superintendent and
presented to the Cities' Councils and the'School Board for approval.
12. The Cities and the District, but not the County, shall
indemnify and hold harmless each of the other parties including the
County, to this Agreement and their respective officers, agents and
employees, from any and all loss, damage, liability or expense,
including expense of litigation, resulting from any actual or alleged
injury to any person or firm or to such person or firm's property,
caused by or resulting from any act or omission of the party which
constructs, maintains, or designs any facility or from any act or
omission which occurs as a result of the use of any area or facility
by the party or its guest or invitee. It is the intent of the parties
that each party bear, and indemnify the other parties, from all
claims, costs or loss which relate to that particular party's use, the
use of its guests or invitees and the party's design, construction, or
maintenance of any area or facility. Joint use, design, construction
or maintenance shall result in indemnification by such parties of all
parties not participating in suctr joint use, design, construction or
maintenance. Participation by any party by the payment of funds alone
under this Agreement shall not be "used" for the purposes of this
paragraph. It is the stated intent of the parties that the County's
liability under this contract be limited to the amount of its monetary
contribution and that the County shall be liable for no other cost,
charge, claim or liability of any kind.
13. The Cities and the District shall agree on a set of policies
2017 Meadowdale Playfields Development Agreement Page
Page 13
for use of the facilities. Attached in Appendix "A" are policies and
procedures for the fields.
14. Each agency, in the use of the areas and.facilities shall be
responsible for the damage caused by the abts of its officers, agents,
employees, guests, invitees, -or visitors that use the facilities, not
to include normal wear and tear. The costs or repairs or replacement
due to vandalism will be shared equally by the Cities.
15. The Cities may assess and collect fees from
participants for any activity held on the site. Edmonds and Lynnwood
will agree on a schedule of fees and charges annually.
16. The Cities or District will furnish and supply all
expendable materials necessary for carrying on their activity at the
facility.
17. Scheduling procedures:
A. The Cities will jointly schedule use of the site with each
agency receiving equal time for scheduling community programs.
Schedules will be coordinated to assure maximum use of the facility.
B. Scheduling will be based on three seasonal time periods,
i.e., Winter - January through March; Spring/Summer - April - August;
and Fall - September through December.
C. School District programs will receive priority use of the
site during the normal school year (September through May), up to 6:00
p.m., Monday through Friday. Scheduling of school programs after. 6:00
p.m. will be coordinated with other community programs.
D. Actual scheduling procedures, i.e., field use applications,
rental fees, scheduling dates, supervision of activities, group
priorities, etc., will be jointly developed and coordinated by staff
from both Cities.
E. The District will not pay field rental fees for its use of
the facilities for educational purposes. The District will be
assessed for field lighting costs and field preparation done by the
Cities' maintenance crews (lining, dragging, placement of bases,
etc.).
F. The Cities and the District will maintain records that will
2017 Meadowdale Playfields Development Agreement page 4
Page 14
make clear the lines of responsibility and liability of the scheduling
agencies.
18. This Agreement, shall be in, effect -for forty. (40) years from
this date or until terminated by a majority vote of the parties,
except as provided for in 18.c., or mutually amended in writing in the
same manner as this agreement was executed.
a. Should either of the Cities or the County unilaterally wish
to withdraw from this Agreement, they shall do so only after having
given the other parties written notice of intent to terminate at least
one hundred eighty (180) days prior to such action.
b. Unilateral withdrawal from this Agreement gives the
withdrawing party no rights to recover any portion of its investment
in the site or to use any portion of the site. Ownership of any
improvement other than portable equipment items shall be vested in the
District subject to such rights as shall be agreed upon in writing
prior to the initiation of such improvements.
C. If the District terminates this Agreement before its full
term, the District will give the Cities and the County one hundred
eighty (180) days notice of its intent and will reimburse the Cities
and the County for the amortized value of the development costs and
costs of improvements. Value shall be calculated by using the
formula:
Years Agreement in Force
X Replacement Value of All project
40 costs at the time of termination.
19. If a negative Declaration for Environmental Impacts is not
approved, and conditions or mitigations are imposed in accordance with
the State Environmental Protection Act that would impose greatly
increased costs not anticipated by this Agreement, any party may
withdraw from this Agreement without penalty.
2017 Meadowdale Playfields Development Agreement page 5
Page 15
20. if any action, subsection, sentence, clause, or phrase of
this Agreement is for any reason held to be unconstitutional or
illegal, such decision shall not affect the validity of the remaining
portions of this Agreement. This Agreement shall be filed with the
City Clerks, Snohomish County Auditor, and the Secretary of State.
DATED this 5th day O£ June 1985..
CITY OF EDMONDS:
CITY OF LYNNWOOD:
f y-1$-85
May of Lynnwood
EDMONDS SCHOOL DISTRICT NO. 15
�P6 ca ler
Su e ntendent of Schools
SNOHOMISH COU
TKOi✓AS G r+:_Sa0:51
pEp�; Y.ECU7IYE��
my ExecCTtive 5 1989
d 4,
2017 Meadowdale Playflelds Development Agreement
Page 16 Page 6
C J APPENDIX A
9. The Parks and Recreation Department reserves the right to cancel -any
facility use permit for just cause or to amend the procedures set fortf
in this document at any time.
10. The Parks and Recreation Department is not responsible for accidents,
injuries, or loss of property.
11. Misuse of park facilities or failure to conform with these regulations
will be sufficient grounds for immediate permit suspension and/or denii
of future applications.
12. The groups using the facilities agree to hold harmless the cities of
Edmonds and Lynnwood, Edmonds School District, and Snohomish County fri
and against any and all claims for damages resulting from death, perso•
injury, or property loss or damage suffered or claimed to have been
suffered by any person whatsoever and rising out of any act or omissio
of an applicant and/or its agents during use of facilities.
13. Umpires and/or referees. shall be the final -authority for governing
behavior during scheduled activities.
2017 Meadowdale Playfields Development Agreement
Page 17
MEADOWDALE PLAY FIELDS
FACILITY USE REGULATIONS
JANUARY, 1985
1.
Alcoholic beverages and drugs are prohibited'at the complex. and smokii
is prohibited on the playing fields.
2.
No golfing is permitted on the site unless approved by the Parks and
Recreation Department.
3.
Motorized vehicles are to be parked only in designated parking areas al
are prohibited on the fields.
..
4.
Pets must be on leash at all times except as may be permitted for spec,
events approved by the Parks and Recreation Department.
5.
No person shall engage in the sale of merchandise or services or opera,
-
a concession without approval of the Parks and Recreation Department.
..
6.
No person shall mutilate, deface, or damage any facility improvements.
All litter shall be disposed of in designated receptacles,
7.
Youth organizations will not be permitted to utilize the facilities
without adequate adult supervision at all times.
8.
All organizations, groups, and/or individuals utilizing the facilities
must leave them in satisfactory condition. Failure to do so will resu'
in additional maintenance costs charged to the organization, group, or
individuals responsible for additional clean-up.
9. The Parks and Recreation Department reserves the right to cancel -any
facility use permit for just cause or to amend the procedures set fortf
in this document at any time.
10. The Parks and Recreation Department is not responsible for accidents,
injuries, or loss of property.
11. Misuse of park facilities or failure to conform with these regulations
will be sufficient grounds for immediate permit suspension and/or denii
of future applications.
12. The groups using the facilities agree to hold harmless the cities of
Edmonds and Lynnwood, Edmonds School District, and Snohomish County fri
and against any and all claims for damages resulting from death, perso•
injury, or property loss or damage suffered or claimed to have been
suffered by any person whatsoever and rising out of any act or omissio
of an applicant and/or its agents during use of facilities.
13. Umpires and/or referees. shall be the final -authority for governing
behavior during scheduled activities.
2017 Meadowdale Playfields Development Agreement
Page 17
K
MEADOWDALE PLAY FIELDS FACILITY USE REGULATIONS
Page 2
14. Anyone whose action jeopardizes safety or engages in abusive or
belligerent behavior will be disqualified from play and bat'red from the
facility.
15. The Facility Supervisor is -responsible for the total operation of the
complex and makes the final decisions regarding facility use.
MA/kw
O829R
2017 Meadowdale Playfields Development Agreement
Page 18
297
298
299
300
EXHIBIT C
Lynnwood — District ILA Extension
2017 Meadowdale Playfields Development Agreement
Page 20
Return Name & Address 111111111 Hill III III 11111111 hill 1111111111111111111111
2012060817 9 PGS
SNO Mi T AS INGTON
Document Title(s)
Reference Number(s) of Related Document(s)
Grantor(s)
4- s
Grantee(s)
Additional Reference #'s on Page
Additional Grantors on Page _
Additional Grantees on Page_
Legal Description (abbreviated form: ie Lot/Block/Plat or Section/Township/Range)
Assessor's Property Tax Parcel/Account Number
Complete Legal on Page
Additional Parcel #'s on Page _
The Auditor/Recorder will rely on the information provided on this form. The responsibility for the
accuracy of the indexing information is that of the document preparer.
2017 Meadowdale Playfields Development Agreement
Page 21
EXTENSION OF INTERLOCAL AGREEMENT
BETWEEN
EDMONDS SCHOOL DISTRICT and THE CITY OF LYNNWOOD
MEADOWDALE PLAYFIELDS
This Extension of Interlocal Agreement ("Agreement"), dated as of
Ir%!7 & , 2012, is made and entered into by and between EDMONDS SCHOOL
DXrRICT NO. 15 ("School District") and THE CITY OF LYNNWOOD ("Lynnwood")
RECITALS
WHEREAS the School District and Lynnwood desire to terminate all interlocal
agreements between the School District and Lynnwood with respect to rights and
obligations for Lynnwood's use of the fields and amenities at former Lynnwood High
School, located at 3001 184th Street SW, Lynnwood, WA 98037-4701 ("Former LHS
Agreements"); and
WHEREAS the School District, Lynnwood, the City of Edmonds ("Edmonds") and
Snohomish County (the "County") entered into a Development/Operation Agreement
Meadowdale Playfields dated June 5, 1985 ("1985 Meadowdale ILA") which pertains to
the approximately 25 acres of real property owned by the School District and located at
66th Avenue West and 168th Street S.W., legally described on Exhibit A ("Meadowdale
Playfields"), which agreement has a current term through June 5, 2025; and
WHEREAS, to forever resolve all outstanding issues between Lynnwood and the
School District arising from or related to the Former LHS Agreements, the School District
and Lynnwood desire to extend Lynnwood's rights and obligations at Meadowdale
Playfields for an additional 40 years beyond the expiration of the current 1985
Meadowdale ILA and contemporaneously terminate, by separate agreement, the Former
LHS Agreements; and
WHEREAS both the School District and Lynnwood desire to maintain cooperative,
collaborative programs and relationships with Edmonds with respect to Parks and
Recreation and other issues of interest to their respective constituents; and
WHEREAS Lynnwood has expressed a desire to expand Lynnwood's rights and
obligations at Meadowdale Playfields to include the rights and obligations of Edmonds
under the 1985 Meadowdale ILA, either at the time Edmonds' rights expire under the 1985
Meadowdale ILA or sooner if possible; and
00358-0835/LEGAL23609131.3 -1-
2017 Meadowdale Playfields Development Agreement
Page 22
WHEREAS the School District will not guarantee the outcome but agrees to pursue
discussions with Edmonds to provide Lynnwood with exclusive use of the Meadowdale
Playfields when not needed for school purposes by the School District, all as set forth in
this Agreement.
NOW, THEREFORE, the School District and Lynnwood hereby agree as follows:
1. PURPOSE
The purposes of this Agreement are to:
(a) extend, as modified by this Agreement, Lynnwood's use rights and obligations
with respect to use of the Meadowdale Playfields under the 1985 Meadowdale ILA by
forty (40) years,
(b) allow Lynnwood to assume additional use rights and obligations at the
Meadowdale Playfields site if Edmonds ceases its use (currently anticipated to occur in
2025 when the 1985 Meadowdale ILA expires as to Edmonds, and potentially sooner if
Edmonds desires to terminate its use of the Meadowdale Playfields sooner), and
(c) establish cost sharing principles between the School District and Lynnwood
regarding potential future redevelopment of the Meadowdale Playfields.
2. CONTRACT ADMINISTRATOR
2.1 Pursuant to RCW 39.34.030(4)(a), to the extent a matter is not governed by the
1985 Meadowdale ILA, the School District and Lynnwood hereby appoint the School
District's Executive Director of Business and Operations as the "Contract
Administrator", who will be responsible for administering this Agreement, and at the
direction of the parties, shall take such action as is necessary to ensure this Agreement
is implemented in accordance with its terms.
2.2 This Agreement does not create a separate legal or administrative entity, and
consequently is being administered in accordance with RCW 39.34.030(4), as provided
in paragraph 2.1.
3. REAL AND PERSONAL PROPERTY
3.1 The School District owns the real property that is the subject of this Agreement.
This Agreement does not contemplate the transfer of ownership of the Property nor to
limit the School District's ability to comply with its statutory obligations regarding the
use and disposition of school property pursuant to RCW 28A.335.
00358-0835/LEGAL23609131.3 -2-
2017 Meadowdale Playfields Development Agreement
Page 23
3.2 The parties will not, during the term of and pursuant to this Agreement, jointly
acquire or hold any property (real or personal) with regard to the Meadowdale
Playfields; provided that the parties may make available to each other, as a matter of
convenience, athletic equipment and other personal property normal and incident to the
use of the Meadowdale Playfields. In the event that any such personal property items
are shared, the parties shall maintain records indicating the nature and quantity of the
items shared. Ownership and maintenance of any such personal property items shall
remain with the party who purchased the personal property item.
3.3 By operation of this Agreement, Lynnwood does not acquire any ownership
interest in and disclaims any interest to the Meadowdale Playfields, which is and will
remain the School District's property.
4. EXTENSION, DURATION AND TERMINATION
4.1 The School District and Lynnwood hereby extend the term of the 1985 .
Meadowdale ILA, as between themselves only as set forth herein, to June 5, 2065.
4.2 The term of this Agreement shall commence upon filing with the County Auditor
or upon listing the Agreement by subject on the School District's web site or other
electronically retrievable public source in accordance with RCW 39.34.040 following
mutual execution (the "Effective Date") and shall expire on June 5, 2065.
4.3 As between the School District and Lynnwood with respect to any new capital
investment by Lynnwood in the Meadowdale Playfields made after the Effective Date
of this Agreement not joined in by Edmonds under the 1985 Meadowdale ILA,
provided that such investment in the Meadowdale Playfields shall first have been
reviewed and approved in writing by the School District, Lynnwood's refund under
Section 18(c) of the 1985 Meadowdale ILA shall be calculated as follows:
Years this Extension AOreement remains in Porce X j Replacement value of Project Construction
53 1 Cost at Time of Termination.
5. NEGOTIATIONS TOWARD LYNNWOOD EXCLUSIVE USE RIGHTS AT
MEADOWDALE PLAYFIELDS DURING NON -SCHOOL HOURS
5.1 This Agreement does not amend the 1985 Meadowdale ILA, except to (a) extend
the term stated in Paragraph 18 for an additional forty (40) years until June 5, 2065,
and (b) amend the scheduling stated in Paragraph 17. However, the School District
shall engage in good faith negotiations with Edmonds toward moving Edmonds'
scheduling and use of the Meadowdale Playfields to other fields when the current
003 5 8 -0 835/LEGAL23 60913 1.3 -3-
2017 Meadowdale Playfields Development Agreement
Page 24
Meadowdale ILA expires in 2025 or earlier, and to thereafter provide Lynnwood with
exclusive use rights and obligations at the Meadowdale Playfields site during non -
school hours as set forth in this Section 5. Lynnwood acknowledges (a) the School
District cannot guarantee any particular outcome with regard to negotiations with
Edmonds regarding the termination of Edmonds' use of the Meadowdale Playfields
prior to 2025, and (b) this Section 5.1 does not require the School District to exercise
its termination rights under Section 18(c) of the 1985 Meadowdale ILA to secure any
such cessation of Edmonds' Meadowdale Playfields scheduling or use.
5.2 In furtherance of this Section 5, Lynnwood and the School District will jointly
request review of the 1985 Meadowdale ILA to seek exclusive non -school use and
scheduling rights for Lynnwood if and as soon as Edmonds concurs, as follows:
(a) The School District will continue to have priority use of the Meadowdale
Playfields during school hours as described in the 1985 Meadowdale ILA.
(b) If and when Edmonds terminates its use rights at the Meadowdale
Playfields, Lynnwood shall
1. assume Edmonds' future use rights and obligations during non -
school hours, and thereafter have exclusive use and scheduling rights at the
Meadowdale Playfields, except for the School District's priority use rights during
school hours as described in the 1985 Meadowdale ILA; and
2. assume full responsibility for the maintenance, operation, repairs,
and restoration of the Meadowdale Playfields site as described in the 1985
Meadowdale ILA.
Notwithstanding such amendment, in accordance with section 17(e) of the 1985
Meadowdale ILA, the School District will not pay fees for its use of the Meadowdale
Playfields site for educational purposes, but the School District will be assessed for
field lighting costs and field preparation done by Lynnwood's maintenance crews
(lining, dragging, placement of bases, etc.).
5.3 The City's scheduling periods under Section 17(c) of the 1985 Meadowdale ILA
are revised as follows:
Field M-5 -City of Lynnwood scheduling starts at 5:30 p.m.
Fields M-lthrough 4- City of Lynnwood scheduling starts at 5:00 p.m.
00358-0835/LEGAL23609131.3 -4-
2017 Meadowdale Playfields Development Agreement
Page 25
with the understanding that the School District has the right to work with the City to
make special scheduling arrangements on those occasions when the District's use of the
fields need to extend beyond those start times.
6. DEVELOPMENT PLANS FOR MEADOWDALE PLAYFIELDS
6.1 The School District agrees to pay one-half of the cost (subject to section 6.2 and
applicable budgeting and other applicable legal requirements) of master planning the
redevelopment of Meadowdale Playfields at a future mutually -agreeable date, should
Lynnwood wish to consider realigning the fields on the Meadowdale Playfields
property along with any other site improvements. The School District's role in sharing
the cost of the master planning effort, if it occurs, is due to the School District's
continued ownership of the property and the School District's interest in continued
access to and school use of the fields, as well as parking and driveways at the
Meadowdale Playfields as event overflow parking and parent drop-off/pick-up for
Meadowdale Elementary and Meadowdale Middle Schools.
6.2 Upon notice to the School District given on or before May 1 and including an
estimate of the School District share of anticipated costs, for work that cannot be billed
to the School District until the following September, Lynnwood shall have the right to
initiate and take the lead on the master planning and site design and redevelopment
process under this Section 6. As the owner of the Meadowdale Playfields property, the
School District must approve of any redevelopment of the property, which the School
District may grant, deny or condition in its sole discretion. The preparation of and
agreement to pay for master planning costs does not obligate either party to proceed
with construction or redevelopment.
6.3 The School District cannot guarantee but may be willing to share the costs of
redevelopment of the Meadowdale Playfields, but only to the extent that the School
District derives an educational benefit from such redevelopment (which the School
District anticipates may be limited to benefits of the location, function and accessibility
of the parking/driveways as noted in section 6. 1, and perhaps the redesign of the
fields).
7. MISCELLANEOUS
7.1 This Agreement together with the 1985 Meadowdale ILA represents the entire
agreement between Lynnwood and the School District with respect to the Meadowdale
Playfields. This Agreement shall not be amended except in writing mutually agreed to
and executed by Lynnwood and the School District, and the 1985 Meadowdale ILA
shall not be amended except in writing in the same manner as that agreement was
executed by all parties thereto.
00358-0835/LEGAL23609131.3 -5-
2017 Meadowdale Playfields Development Agreement
Page 26
7.2 This Agreement and all questions concerning the capacity of the parties, execution,
validity (or invalidity), and performance of this Agreement, shall be interpreted,
construed and enforced in all respects in accordance with the laws of the State of
Washington. This Agreement has been negotiated and drafted by all parties and is not
to be construed in favor of any parry.
7.3 Nothing herein shall be interpreted to create any right or liability with respect to
any person or entity not a signatory to this Agreement.
7.4 The parties are independent entities and nothing in this Agreement creates any
agency relationship. None of the parties to this Agreement shall be construed to be an
officer, agent or employee of any of the other parties.
7.5 In the event of a dispute between the parties arising under this Agreement, the
Superintendent of the School District and the Mayor of Lynnwood shall meet to
attempt to resolve the dispute within thirty (30) days notice from the Contract
Administrator of the existence of a dispute. In the event the Superintendent and the
Mayor are unable to resolve the dispute within sixty (60) days notice from the Contract
Administrator of the dispute, the parties shall submit the dispute to a mutually agreed
upon private arbitrator for a binding resolution. In the event the parties cannot agree on
an arbitrator, one may be appointed by the Presiding Judge of the Snohomish County
Superior Court, with costs of arbitration borne equally. The prevailing party shall be
entitled to recover reasonable attorneys' fees and costs related to said arbitration.
7.6 All notices required to be served or given in accordance with the terms of this
Agreement shall be hand delivered or mailed via the U.S. Postal Service, postage pre-
paid, to the following addresses of record:
Edmonds School District #15 City of Lynnwood
Executive Director of Business and Director of Parks, Recreation and Cultural
Operations Arts Department
20420 68th Ave. West PO Box 5008
Lynnwood, WA 98036-7400 Lynnwood, WA 98046-5008
7.7 Any address changes shall be given to the other parties in writing.
7.8 This Agreement may be executed in several counterparts, all of which taken
together shall constitute the entire agreement between the parties hereto. If any
provision of this Agreement is determined to be invalid under any applicable statute or
rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement
shall remain enforceable. If and to the extent reasonably required or desirable to
00358-0835/LEGAL23609131.3 -6-
2017 Meadowdale Playfields Development Agreement
Page 27
effectuate the terms of this Agreement, each party shall execute and deliver to the other
or third parties involved in issues pertaining to the 1985 Meadowdale ILA such other
and further documents, instruments and assurances as such other or third party may
reasonably request, provided that neither party to this Agreement may be thereby
required pursuant to this sentence to undertake additional financial or other obligations.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
EDMSCHOOL DISTRICT NO. 15
(,)6,
w
/- -
NICK UROSSOIT ED. b.
SUPERINTENDENT Ir
DATE:
DATE: ✓���t?�/'Z--
00358-0835/LEGAL23609131.3
as
oaf Perkins Coie LLP
Attorneys for the School District
Approved as to form:
—1 6Ut /' . b1t-11—
of
Inslee,est, Doezie & Ryder, P.S.
Attorneys for the City
-7-
2017 Meadowdale Playfields Development Agreement
Page 28
EXHIBIT D
Project Overview
Project Location: 16700 66th Avenue West (27 acres)
Background
• 27 -acre athletic facility developed in 1990, located in Lynnwood
• Property owned by Edmonds School District
• City operates and maintains the facility, and shares use with District and City of Edmonds
• Interlocal Agreement gives City use of the facility through 2065
Community Need
• Only athletic facility in Lynnwood since loss of athletic complex at Lynnwood High School in 2009
• Increased demand for athletic fields in Lynnwood
• Facility is 26 years old - need to improve soccer fields and softball complex
• Fields are not playable in their current condition, expensive to maintain
• League and tournament reservations have declined, fields remain unused during much of the year
Proposed Project
• Soccer fields — replace existing dirt soccer fields with all-weather surfacing to create multipurpose fields for
soccer, lacrosse, and youth baseball.
• Softball Complex — install all-weather turf on softball infields, and increase height of fencing and backstops.
• Improvements would:
provide year-round play with turf fields
bring new team sports to MP (lacrosse, youth baseball, girls fast pitch)
increase opportunities for youth and adult participation in team sports
increase opportunities for outdoor recreation
Community Partners
City of Lynnwood, City of Edmonds, Edmonds School District, Washington State Recreation & Conservation
Office, Snohomish County, and Snohomish County Tourism Promotion Area
Total Project Cost Estimate (value -engineered)
• $4,740,000 (base -bid infill)
SECURED Funding
• $2,597,155
• $1,000,000
• $ 750,000
• $ 500,000
• $ 200,000
• 100,00
$5,147,155
City of Lynnwood
2014 ESD Bond
RCO (Local Parks & YAF)
City of Edmonds
Snohomish County
TPA
Exhibit D: Page 1
2017 Meadowdale Playfields Development Agreement
Page 29
Project Schedule
• December 13
• January 25
• January 30
• January — March
• March 30
• April - May
• June — November
• December 31
Project Community Open House
Project Stakeholder Open House
Council Briefing
Final Design
Construction Ad
Bid Opening & Notice to Proceed
Construction
Construction Complete and Project Closeout
Exhibit D: Page 2
MEADOWDALE PLAYFIELDS
27 Acres 16700 66th Ave W
2017 Meadowdale Playfields Development Agreement
Page 30
2017 Meadowdale Play(iefdg Develo Un
Page 31 Pment Agreement