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Transmittal - 9/23/2022 SALT LAKE CITY CORPORATION 451 SOUTH STATE STREET, ROOM 118 WWW.SLC.GOV · WWW.SLCRDA.COM P.O. BOX 145518, SALT LAKE CITY, UTAH 84114-5518 TEL 801-535-7240 · FAX 801-535-7245 MAYOR ERIN MENDENHALL Executive Director DANNY WALZ Director REDEVELOPMENT AGENCY of SALT LAKE CITY STAFF MEMO DATE: September 23, 2022 PREPARED BY: Danny Walz, Director Allison Parks, Senior City Attorney RE: Amendments to Eccles Theater Related Interlocal Agreements REQUESTED ACTION: Adopt two resolutions approving changes to the two separate interlocal agreements POLICY ITEM: Amending Interlocal Agreements BUDGET IMPACTS: N/A EXECUTIVE SUMMARY: As part of the joint operation of the Eccles Theater, the RDA, Salt Lake City, and Salt Lake County entered two separate interlocal agreements in 2013. The first interlocal agreement creates and sets forth the formation and obligations of the interlocal entity called the Utah Performing Arts Center Agency (UPACA). The second interlocal agreement, entitled the “Utah Performing Arts Center Operating Agreement,” details the terms of the management and operation of the Eccles Theater. When both interlocal agreements were initially executed, the parties agreed that the UPACA entity would maintain its own policy of insurance for the theater. However, the parties have since learned that maintaining insurance through the County will generate significant savings for the parties. To realize these costs savings, both interlocal agreements need to be amended. REQUESTED ACTION: The UPACA Board of Directors voted and approved the amendments to both interlocal agreements on July 13, 2022. In accordance with the terms of the interlocal agreements and the Interlocal Cooperation Act, the RDA Board of Directors may consider approving these proposed amendments through resolutions. The resolutions attached to this memo include the proposed amended interlocal agreements. Similar action will need to be taken by the Salt Lake City Council on behalf of the City. ATTACHMENTS: A. Resolution approving an amendment to the Operating Agreement B. Resolution approving an amendment to the interlocal agreement establishing UPACA Salt Lake County Contract No. SG13517C District Attorney No. 22CIV000094 THIRD AMENDMENT TO OPERATING AGREEMENT UTAH PERFORMING ARTS CENTER THIS THIRD AMENDMENT TO OPERATING AGREEMENT ("Third Amendment") is entered into as of ____ ~ 2022 ("Effective Date"), by and between the Utah Performing Arts Center Agency, an interlocal entity and political subdivision of the State of Utah ("Owner"), and Salt Lake County, a body corporate and politic of the state of Utah ("County", and/or "Operator"). Owner and Operator may be referred to individually as a "Party", or collectively as the "Parties". RECITALS A. The Parties executed that certain Operating Agreement Utah Performing Arts Center ("Operating Agreement"), with an effective date of March 19, 2013, which Operating Agreement is identified as Salt Lake County Contract No. SG13517C and sets forth certain requirements for Operator to operate the George S. and Dolores Dore Eccles Theater, formerly known as the Utah Performing Arts Center ("Theater"), beginning on March 19, 2013 and ending on December 31, 2041. B. When the Operating Agreement was executed, the Parties agreed UP AC maintain its own policy of insurance, however the parties have since learned that maintaining insurance through the County will generate significant savings for those involved. C. Pursuant to Section 8.8 of the Operating Agreement, the Parties now wish to amend the Operating Agreement to revise the UP AC Pre-Opening Services to more reflect the Parties wishes. AGREEMENT THEREFORE, for good and valuable consideration, the Parties agree as follows: 1. The Parties agree 2.24 Expense. of the Operating Agreement will be amended to include property, casualty and general liability insurance, risk management and claims administration obtained through the County and treat all associated costs and claims as an operating expense. In addition, the Parties agree that legal fees associated with, general counsel duties, prosecution and defense of actions in which UP ACA is a party, whether filed or not shall be included in the definition of Expense. 2. Further, Operator will use County risk management as its sole provider in handling claims that may arise from operations and property damage. County will bill Operator for the costs of such services on a full reimbursement basis and for the actual costs of any claims paid by County on UPACA's behalf. 1 3. Amendment. All Parts, Paragraphs, Attachments and other provisions of the Agreement and any prior amendments thereof not specifically modified by this amendment shall be the same and remain in full force and effect. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, Owner, Operator, City and RDA have executed this Third Amendment to be effective as of the Effective Date. Reviewed as to form and legality Digitally signed by Craig J. Craig J. Wangsgard Wangsgard Date: 2022.06.02 15:57:35 -06'00' Deputy District Attorney OPERATOR: SALT LAKE COUNTY, a body corporate and politic of the State of Utah By: _____________ _ Its: Mayor or Designee Print Name: --------------- County, by resolution of its County Council, a copy of which is attached hereto, caused this Third Amendment to Operating Agreement be signed by the Mayor, or his designee. 3 IN WITNESS WHEREOF , Owner, Operator, City and RDA have executed this Third Amendment to be effective as of the Effective Date. Approved as to form: OWNER: UTAH PERFORMING ARTS CENTER AGENCY, an interlocal agency of the State of Utah By : Darrin Casper (Jul 15, 202211:03 MDT) Its: ----------------Date : ------- Owner, by resolution duly adopted by its Board, a copy of which is attached hereto , caused this Agreement to be signed by its _________ _ 4 IN WITNESS WHEREOF , Owner, Operator, City and RDA have executed this Third Amendment to be effective as of the Effective Date. ATTEST: City Recorder Approved as to legal form: Salt Lake City Attorney's Office 6~~ Katherine Lewis (Jul 8, 202213:09 MDT) ------~ Senior City Attorney CITY: SALT LAKE CITY CORPORATION, a Utah municipal corporation Erin J. Mendenhall Mayor City , by resolution duly adopted by its City Council , a copy of which is attached hereto , caused this Third Amendment to Operating Agreement to be signed by its Mayor and attested by its City Recorder. 5 IN WITNESS WHEREOF, Owner, Operator, City and RDA have executed this Third Amendment to be effective as of the Effective Date. Approved as to legal form: Salt Lake City Attorney's Office ~ Allison Parks {Jul 8, 202214:43 MDT) _______ , Senior City Attorney RDA: REDEVELOPMENT AGENCY OF SALT LAKE CITY, a public agency Erin J. Mendenhall Executive Director RDA, by resolution duly adopted by its Board, a copy of which is attached hereto, caused this Agreement to be signed by its Executive Director, and approved as to legal form by its legal counsel. H:\share\CWANGSGARD\Arts & Culture\UPAC\Operating Agreement\Amendment 3 (Insurance)\6.2.22 Third Amendment to UPACA Ops Agreement.docx 6 REDEVELOPMENT AGENCY OF SALT LAKE CITY RESOLUTION NO. _______________ Third Amendment to UPAC Operating Agreement RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY APPROVING THE THIRD AMENDMENT TO THE OPERATING AGREEMENT FOR THE UTAH PERFORMING ARTS CENTER WHEREAS, the Operating Agreement for the Utah Performing Arts Center (“UPAC”) was executed between the Utah Performing Arts Center Agency, an interlocal entity and political subdivision of the State of Utah, Salt Lake City Corporation, a Utah municipal corporation, the Redevelopment Agency of Salt Lake City, a public entity, and Salt Lake County, a body corporate and politic of the state of Utah (“County”), with an effective date of March 19, 2013, as amended from time to time; and WHEREAS, when the Operating Agreement was initially executed, the parties agreed UPAC would maintain its own policy of insurance, however, the parties have since learned that maintaining insurance through the County will generate significant savings for the parties; and WHEREAS, pursuant to Section 8.8 of the Operating Agreement, the parties desire to enter into the third amendment to the Operating Agreement (“Third Amendment”) to expand the definition of “Expense” and clarify that the County as the Operator will use County risk management to handle claims that arise from operations and property damage. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Redevelopment Agency of Salt Lake City, that the Third Amendment to the Operating Agreement, in the form attached to this resolution as Exhibit A, is hereby approved. Passed by the Board of Directors of the Redevelopment Agency of Salt Lake City, this day of , 2022. Ana Valdemoros, Chair Transmitted to the Executive Director on . The Executive Director: does not request reconsideration requests reconsideration at the next regular Agency meeting. Erin Mendenhall, Executive Director Approved as to form: Salt Lake City Attorney’s Office Attest: Salt Lake City Recorder’s Office EXHIBIT A TO RESOLUTION [Attach Third Amendment to Operating Agreement] Salt Lake County Contract No. SG13517C District Attorney No. 22CIV000539 AMENDMENTl TO INTERLOCAL COOPERATION AGREEMENT (UTAH PERFORMING ARTS CENTER) THIS AMENDMENT TO OWNERSHIP AGREEMENT ("Amendment") is entered into as of ____ _., 2022 ("Effective Date"), by and among Salt Lake City Corporation, a Utah municipal corporation ("City"), the Redevelopment Agency of Salt Lake City, a public agency ("RDA"), and Salt Lake County, a body corporate and politic and a political subdivision of the State of Utah ("County"). County, City, and RDA are each referred to individually as a "Member" or a"~" and, collectively, as the "Members" or the "Parties". RECITALS A. The Parties executed that certain Interlocal Agreement ("Agreement"), with an effective date of October 30, 2013, which Agreement is identified as Salt Lake County Contract No. SG 13517C, and sets forth certain requirements for the formation of an interlocal entity called UP AC which would facilitate the construction and ownership of the George S. and Dolores Dore Eccles Theater, formerly known as the Utah Performing Arts Center ("Theater"), beginning on October 30, 2013 and ending on December 31, 2041. B. When the Agreement was executed, the Parties agreed UP AC maintain its own policy of insurance, however the parties have since learned that maintaining insurance through the County will generate significant savings for those involved. C. Pursuant to Section 15.(f) of the Agreement, the Parties now wish to amend the Agreement to revise the Agreement to more reflect the Parties wishes. AGREEMENT THEREFORE, for good and valuable consideration, the Parties agree as follows: 1. The Parties agree paragraph 8.(d) is deleted. 2. All Parts, Paragraphs, Attachments and other provisions of the Agreement and any prior amendments thereof not specifically modified by this amendment shall be the same and remain in full force and effect. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF , the Members have executed this Interlocal Cooperation Agreement to be effective as of the Effective Date . ATTEST: ________ , City Recorder A~roved as to legal form: /{"~~ Katherine Lewis (Jul 8, 2022 13:09 MDT) _______ , Senior City Attorney SALT LAKE CITY CORPORATION, a Utah municipal corporation By: ________________ _ Mayor or Designee Salt Lake City , by resolution duly adopted by its City Council , a copy of which is attached hereto, caused this Agreement to be signed by its Mayor and attested by its City Recorder. 2 IN WITNESS WHEREOF, the Members have executed this Interlocal Cooperation Agreement to be effective as of the Effective Date. Approved as to legal form for RDA: ~ Allison Parks {Jul 8, 202214:43 MDT) _______ , Senior City Attorney REDEVELOPMENT AGENCY OF SALT LAKE CITY, a public agency By: ------------ Name: ---------- Its: Its Chief Administrative Officer By:------------ Name: ----------Its: Executive Director RDA, by resolution duly adopted by its Board, a copy of which is attached hereto, caused this Agreement to be signed by its Chief Administrative Officer and its Executive Director, and approved as to legal form by its legal counsel. 3 IN WITNESS WHEREOF, the Members have executed this Interlocal Cooperation Agreement to be effective as of the Effective Date. Reviewed as to Form and Legality Craig J. DigitallysignedbyCraigJ. Wangsgard Wangsgard Date:2022.06.0308:58:01-06'00' Deputy District Attorney SALT LAKE COUNTY, a body corporate and politic of the state of Utah By: ____________ _ Its: ------------------Print Name: -------------- County, by resolution of its County Council, a copy of which is attached hereto, caused this Agreement to be signed by the Mayor, or her designee. H:\s hare\CW ANGSGARD\Arts & Culture\UP AC \Owners Agreement\Amendment l \Amendment to UPACA Owners Agreement.docx 4 REDEVELOPMENT AGENCY OF SALT LAKE CITY RESOLUTION NO. _______________ First Amendment to the Interlocal Cooperation Agreement (Utah Performing Arts Center) RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY APPROVING THE FIRST AMENDMENT TO THE INTERLOCAL COOPERATION AGREEMENT (UTAH PERFORMING ARTS CENTER) WHEREAS, the Interlocal Cooperation Agreement (“Interlocal Agreement”) setting forth the requirements for the formation and obligations of a certain interlocal entity called the Utah Performing Arts Center Agency (“UPACA”) was executed between Salt Lake City Corporation, a Utah municipal corporation, the Redevelopment Agency of Salt Lake City, a public entity, and Salt Lake County, a body corporate and politic of the state of Utah (“County”), with an effective date of October 30, 2013; and WHEREAS, when the Interlocal Agreement was initially executed, the parties agreed UPACA would maintain its own policy of insurance, however, the parties have since learned that maintaining insurance through the County will generate significant savings for the parties; and WHEREAS, pursuant to Section 15(f) of the Interlocal Agreement, the parties desire to enter into the first amendment to the Interlocal Agreement (“First Amendment”) to remove UPACA’s obligations regarding maintaining certain insurance. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Redevelopment Agency of Salt Lake City, that the First Amendment to the Interlocal Agreement, in the form attached to this resolution as Exhibit A, is hereby approved. Passed by the Board of Directors of the Redevelopment Agency of Salt Lake City, this day of , 2022. Ana Valdemoros, Chair Transmitted to the Executive Director on . The Executive Director: does not request reconsideration requests reconsideration at the next regular Agency meeting. Erin Mendenhall, Executive Director Approved as to form: Salt Lake City Attorney’s Office Attest: Salt Lake City Recorder’s Office EXHIBIT A TO RESOLUTION [Attach First Amendment to Interlocal Agreement]