04 of 2023 - Utah Performing Arts Center Agreements (2)RESOLUTION NO. _______ OF 2023
(A Resolution Authorizing the Fourth 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, 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 that UPAC would maintain and contribute to a capital reserve account; and
WHEREAS, pursuant to Section 8.8 of the Operating Agreement, the parties desire
to enter into the fourth amendment to the Operating Agreement (“Fourth Amendment”) to
increase the capital reserves account limit from $850,000 to $1,000,000.
THEREFORE, BE IT RESOLVED by the City Council of Salt Lake City that the
Fourth Amendment to the Operating Agreement, in the form attached to this resolution as
Exhibit A, is hereby approved.
Passed by the City Council of Salt Lake City, Utah this ____ day of __________,
2023.
SALT LAKE CITY COUNCIL
Chairperson
Attest:
___________________________
City Recorder
Salt Lake City Attorney’s Office
Approved as to form:
Senior City Attorney
04
21st February
EXHIBIT A TO RESOLUTION
[Attach Fourth Amendment to Operating Agreement]
1
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:
2
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]
3
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.
4
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 ________________________.
5
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.
6
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
Resolution 04 of 2023 Approving an
Amendment to the Inter-Local Agreement
establishing UPACA
Final Audit Report 2023-03-20
Created:2023-03-03
By:Thais Stewart (thais.stewart@slcgov.com)
Status:Signed
Transaction ID:CBJCHBCAABAAQsqqx7whxBJRgW4WVCVeBW8mKnY6ELps
Resolution 04 of 2023 Approving an Amendment to the Inter-Lo
cal Agreement establishing UPACA" History
Document created by Thais Stewart (thais.stewart@slcgov.com)
2023-03-03 - 7:43:16 PM GMT
Document emailed to Allison Parks (allison.parks@slcgov.com) for signature
2023-03-03 - 7:47:04 PM GMT
Email viewed by Allison Parks (allison.parks@slcgov.com)
2023-03-03 - 7:47:32 PM GMT
Document e-signed by Allison Parks (allison.parks@slcgov.com)
Signature Date: 2023-03-03 - 7:47:39 PM GMT - Time Source: server
Document emailed to Darin Mano (darin.mano@slcgov.com) for signature
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Document e-signed by Darin Mano (darin.mano@slcgov.com)
Signature Date: 2023-03-07 - 11:49:27 PM GMT - Time Source: server
� Document emailed to Cindy Trishman (cindy.trishman@slcgov.com) for signature
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0c, Document e-signed by Cindy Trishman (cindy.trishman@slcgov.com)
Signature Date: 2023-03-20 -4:27:38 PM GMT -Time Source: server
G Agreement completed.
2023-03-20 - 4:27:38 PM GMT
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