Transmittal - 1/27/20231
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Salt Lake County Contract No. SG13517C
District Attorney No. 22CIV001680
FOURTH AMENDMENT
TO
OPERATING AGREEMENT
UTAH PERFORMING ARTS CENTER
THIS FOURTH AMENDMENT Fourth Amendment
dated ________________, 2023 Effective Date
Owner
County, a body corporate and politic of the S County Operator wner and
Party Parties.
R E C I T A L S
A. The Parties executed that certain Operating Agreement Utah Performing Arts Center
Operating Agreement
identified as Salt Lake County Contract No. SG13517C and sets forth certain requirements for
Operator to operate the George S. and Dolores Doré Eccles Theater, formerly known as the Utah
Theater 2013, and ending on December 31, 2041.
B. Pursuant to Section 8.8 of the Operating Agreement, the Parties now wish to amend the
Operating Agreement to amend any incentive compensation paid by Operator to a co-promoter, and
to increase the Capital Reserve Account limit to One Million Dollars ($1,000,000.00) per Fiscal year.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
the Parties hereby acknowledge, the Parties agree as follows:
1. The Parties agree section 4.3.1 Co-Promotion of the Operating Agreement will be amended to
include the following:
Beginning December 31, 2022, any incentive compensation paid by Operator to a co-
Operations Reserve allocation of One Million Dollars ($1,000,000.00) to the Capital
Reserve Account.
2. The Parties agree that paragraph 5.3.2 of the Operating Agreement will be amended to include
the following:
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Beginning December 31, 2022, and during each Fiscal Year thereafter, One Million Dollars
($1,000,000.00) will be distributed to Owner to fund the Capital Reserve Account. The
funding of the Capital Reserve Account will be tracked on a cumulative basis. In the event
that during a Fiscal Year, Net Operating Income is not sufficient to fund the full One Million
Dollars ($1,000,000.00) to the Capital Reserve Account, then the shortfall will also be tracked
3. All other Parts, Paragraphs, Attachments and other provisions of the Agreement and any prior
amendments thereof not specifically modified by this Fourth 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 Fourth
Amendment to be effective as of the Effective Date.
OPERATOR:
SALT LAKE COUNTY, a body corporate and politic
of the State of Utah
By:
Its: Mayor or Designee
Print Name:
Reviewed and Advised as to Form and Legality:
_________________________________
Deputy District Attorney
Salt Lake County
County, by resolution of its County Council, a copy of which is attached hereto, caused this Fourth
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 Fourth
Amendment to be effective as of the Effective Date.
OWNER:
UTAH PERFORMING ARTS CENTER AGENCY, an
interlocal agency of the State of Utah
By: ______________________________________
Its: ______________________________________
Date: ________________
Reviewed and Advised as to Form and Legality:
_________________________________
Deputy District Attorney
Salt Lake County
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 Fourth
Amendment to be effective as of the Effective Date.
CITY:
SALT LAKE CITY CORPORATION, a Utah
municipal corporation
Erin J. Mendenhall
Mayor
ATTEST:
______________________________________
City Recorder
Reviewed and Advised as to Form and Legality:
Salt Lake City
_______________________________
________________, Senior City Attorney
City, by resolution duly adopted by its City Council, a copy of which is attached hereto, caused this
Fourth 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 Fourth
Amendment to be effective as of the Effective Date.
RDA:
REDEVELOPMENT AGENCY OF
SALT LAKE CITY, a public agency
Erin J. Mendenhall
Executive Director
ATTEST:
______________________________________
City Recorder
Reviewed and Advised as to Form and Legality:
___________________________
________________, Senior City Attorney
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 4\Fourth Amendment to UPACA Ops Agreement -
1.11.23.docx
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Salt Lake County Contract No. SG13517C
District Attorney No. 22CIV001680
AMENDMENT 2
TO
INTERLOCAL COOPERATION AGREEMENT
(UTAH PERFORMING ARTS CENTER)
THIS AMENDMENT TO OWNERSHIP Amendment dated
_____________________, 2023 Effective Date by and among Salt Lake City Corporation, a
City
RDA litical subdivision
County
Member Party Members Parties
R E C I T A L S
A. The Parties executed that certain Interlocal Agreement
effective date of October 30, 2013, which Agreement is identified as Salt Lake County Contract
No. SG13517C, and sets forth certain requirements for the formation of an interlocal entity called
Utah Performing Arts Center Agency UPACA which would facilitate the construction and
ownership of the George S. and Dolores Doré Eccles Theater, formerly known as the Utah
Theater October 30, 2013 and ending on December 31,
2041.
B.When the Agreement was executed, the Parties agreed UPACA will maintain a
Capital Reserve Account. The parties now wish to increase the annual contribution to the Capital
Reserve Account.
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 9. (n)(ii). of the Ownership Agreement will be amended to include
the following:
Beginning January 1, 2023, in the event that during any prior Fiscal Year, Net Operating
Income was not sufficient to fund the full One Million Dollars ($1,000,000) to the Capital
Reserve Account, then the shortfall will be tracked on a cumulative basis and be referred
Capital Reserve Account Operational Funding Deficit will be distributed to the Capital
Reserve Account for the purpose of reducing or eliminating such deficit.
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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]
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IN WITNESS WHEREOF, the Members have executed this Interlocal Cooperation
Agreement to be effective as of the Effective Date.
SALT LAKE CITY CORPORATION, a Utah
municipal corporation
By: ______________________________________
Mayor or Designee
ATTEST:
_______________________________
_________________, City Recorder
Approved as to legal form:
_______________________________
________________, City Attorney
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.
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IN WITNESS WHEREOF, the Members have executed this Interlocal Cooperation
Agreement to be effective as of the Effective Date.
REDEVELOPMENT AGENCY OF
SALT LAKE CITY, a public agency
By: __________________________
Name: _______________________
Its: Executive Director
ATTEST:
_______________________________
_________________, City Recorder
Approved as to legal form for RDA:
________________, Senior City Attorney
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.
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IN WITNESS WHEREOF, the Members have executed this Interlocal Cooperation
Agreement to be effective as of the Effective Date.
SALT LAKE COUNTY, a body corporate and
politic of the state of Utah
By: ___________________________________
Its: ___________________________________
Print Name: ____________________________
Reviewed as to Form and Legality
Deputy District Attorney
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:\Share\CWANGSGARD\Arts & Culture\UPAC\Owners Agreement\Amendment 2\Amendment 2(1.11.23).docx
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