013 of 2022 - Utah Performing Arts Center Interlocal AgreementREDEVELOPMENT 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
13 of 2022
11th October
Ana Valdemoros (Oct 14, 2022 19:12 MDT)
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
Allison Parks (Oct 12, 2022 16:39 MDT)
Oct 12, 2022
Oct 14, 2022
Erin Mendenhall (Oct 18, 2022 20:38 MDT)
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EXHIBIT A TO RESOLUTION
Attach Third Amendment to Operating Agreement]
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 ofthe state ofUtah ("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 UPAC 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 UPAC 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.
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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]
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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.
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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 _________ _
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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.
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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
RDA Resolution 13 of 2022 Third Amendment to
UPAC Operating Agreement
Final Audit Report 2022-10-21
Created:2022-10-12
By:Thais Stewart (thais.stewart@slcgov.com)
Status:Signed
Transaction ID:CBJCHBCAABAAmLDJSxP3cL4BsHMOkDudi1j0zAR4rETM
"RDA Resolution 13 of 2022 Third Amendment to UPAC Operati
ng Agreement" History
Document created by Thais Stewart (thais.stewart@slcgov.com)
2022-10-12 - 10:20:57 PM GMT
Document emailed to Allison Parks (allison.parks@slcgov.com) for signature
2022-10-12 - 10:23:28 PM GMT
Email viewed by Allison Parks (allison.parks@slcgov.com)
2022-10-12 - 10:39:00 PM GMT
Document e-signed by Allison Parks (allison.parks@slcgov.com)
Signature Date: 2022-10-12 - 10:39:07 PM GMT - Time Source: server
Document emailed to ana.valdemoros@slcgov.com for signature
2022-10-12 - 10:39:10 PM GMT
Email viewed by ana.valdemoros@slcgov.com
2022-10-12 - 10:42:05 PM GMT
Email viewed by ana.valdemoros@slcgov.com
2022-10-15 - 0:17:56 AM GMT
Signer ana.valdemoros@slcgov.com entered name at signing as Ana Valdemoros
2022-10-15 - 1:12:17 AM GMT
Document e-signed by Ana Valdemoros (ana.valdemoros@slcgov.com)
Signature Date: 2022-10-15 - 1:12:19 AM GMT - Time Source: server
Document emailed to Erin Mendenhall (erin.mendenhall@slcgov.com) for signature
2022-10-15 - 1:12:21 AM GMT
Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com)
2022-10-15 - 4:59:31 AM GMT
Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com)
2022-10-16 - 3:45:42 AM GMT
Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com)
2022-10-17 - 4:46:14 AM GMT
Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com)
2022-10-18 - 4:43:52 AM GMT
Document e-signed by Erin Mendenhall (erin.mendenhall@slcgov.com)
Signature Date: 2022-10-19 - 2:38:41 AM GMT - Time Source: server
Document emailed to Cindy Trishman (cindy.trishman@slcgov.com) for signature
2022-10-19 - 2:38:43 AM GMT
Document e-signed by Cindy Trishman (cindy.trishman@slcgov.com)
Signature Date: 2022-10-21 - 9:24:34 PM GMT - Time Source: server
Agreement completed.
2022-10-21 - 9:24:34 PM GMT