Transmittal - 11/15/2021ERIN MENDENHALL DEPARTMENT of COMMUNITY
Mayor and NEIGHBORHOODS
Blake Thomas
Director
SALT LAKE CITY CORPORATION
451 SOUTH STATE STREET, ROOM 404 WWW.SLC.GOV
P.O. BOX 145486, SALT LAKE CITY, UTAH 84114-5486 TEL 801.535.6230 FAX 801.535.6005
CITY COUNCIL TRANSMITTAL
________________________ Date Received: _________________
Lisa Shaffer, Chief Administrative Officer Date sent to Council: _________________
______________________________________________________________________________
TO: Salt Lake City Council DATE:
Amy Fowler, Chair
FROM: Blake Thomas, Director, Department of Community & Neighborhoods
__________________________
SUBJECT: The Leonardo; City Consent to Sublease to Ken Sanders Rare Books
STAFF CONTACT: Kimberly Chytraus, Senior City Attorney
DOCUMENT TYPE: Consent to Sublease
RECOMMENDATION: Approve Consent
BUDGET IMPACT: N/A
BACKGROUND/DISCUSSION: The City leases the old library building to The Leonardo to
operate a science, culture and art education center. The City has also issued bonds in connection
with The Leonardo and use of the property must comply with the purpose of the bonds. Under
the Lease, a sublease must fulfill the mission of The Leonardo and be consented to by the City.
The Leonardo has requested that the City consent to a sublease to Ken Sanders Rare Book, for
collaboration on programs to enhance the mission of The Leonardo and operation of the gift shop
and bookstore. The City analyzed if the sublease fulfills a public purpose in the attached memo
and recommends that the City Council hold a public hearing prior to approving the consent to the
sublease.
PUBLIC PROCESS: Public Hearing with 14 days’ prior notice
EXHIBITS:
1)Memo
2)Lease
3) Proposed Sublease with City Consent
November 1, 2021
Lisa Shaffer (Nov 2, 2021 12:33 MDT)
11/02/2021
11/02/2021
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MEMORANDUM
TO: City Council Members
SUBJECT: Informal Analysis of Public Benefits Provided by The Leonardo Sublease to Ken
Sanders Rare Books
Introduction
Salt Lake City Corporation (“City”) leases the old main library building, located at 209
East 500 South, to The Leonardo, formerly known as The Library Square Foundation for Art,
Culture, and Science, pursuant to a Lease Agreement recorded with the City Recorder on June
25, 2009 (the “Lease”). The Leonardo has requested that the City consent to a sublease of a
portion of the building to Dream Garden Press, Inc., doing business as Ken Sanders Rare Books
(“Ken Sanders”). The Leonardo and Ken Sanders intend to collaborate to provide educational
and cultural content and programming to further enhance the mission of The Leonardo as well as
allow Ken Sanders to operate his rare bookstore. The Administration recommends that the City
Council hold a public hearing on Though a formal analysis of the benefits to be received by the
City in exchange for consenting to the sublease is not required under Utah Code ⸹10-8-2, this
informal analysis has been prepared to help evaluate whether the City’s consent to the proposed
sublease is appropriate given the legal restrictions on the use of the building under the bond and
lease.
Background
Bonds. On November 4, 2003, Salt Lake City voters approved the issuance by the City of
general obligation bonds for the purpose of “paying the costs of renovating, improving and
preserving the old main library building and providing related facilities located at approximately
5th South Street and 2nd East Street to establish a science, culture and art education center (the
“Bond purpose”). The City issued the bonds in 2009 and 2017 (the “Bonds”).
Lease. To fulfill the Bond purpose, the City leased the building to The Leonardo. The
Leonardo pays a nominal rent as approved by the City Council as a public benefit in satisfaction
of Utah Code § 10-8-2 (“§10-8-2”). Pursuant to Section 19 of the Lease, The Leonardo may
sublease space within the building with the written consent of the City (which consent shall not
be unreasonably withheld, conditioned, or delayed) and the sublease must have a direct
relationship to The Leonardo’s mission and programming plan. The Leonardo’s mission is
“exploring and connecting art, culture, and science in imaginative ways to enrich peoples’ lives,
expand consciousness, and enhance the community.”
Sublease. The Leonardo and Ken Sanders have proposed a sublease whereby Ken
Sanders will enhance and fulfill The Leonardo’s mission and programming. They plan to engage
the community in discussions on current topics and social issues and employ each other’s
strengths to obtain greater community reach and impact. Joint programs will include book clubs
on relevant topics, exhibitions featuring rare books, maps and posters, poetry readings, festivals,
children’s educational events and joint humanities exhibitions, all of which are designed to
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enhance The Leonardo’s Mission to inspire creativity and innovation in all people. The first book
club is a Children’s Story Hour for families featuring Ken Sander’s new and vintage children’s
books. Ken Sanders will also be responsible for operating The Leonardo’s gift shop.
Legal Framework
Bond Requirements. The Administration has explored with bond counsel whether the
sublease presents any issues under the Bonds that would jeopardize the Bond’s tax-exempt
status. It is a multifactorial analysis to determine whether the sublease would be permissible.
The outstanding question is whether the sublease fulfills a public purpose and complies with the
Bond purpose. Current law relating to municipal bonds indicates that a governing body of a
municipality “may not spend bond money raised for a designated purpose for a purpose not
approved by the voters.”1 Here, the voters approved a bond to finance improvements of the
building and establish a science, culture and art education center, and the sublease must comply
with this Bond purpose.
Determination of a Public Purpose. The City cannot expend public funds for private
purposes.2 §10-8-2 governs municipal appropriations and dispositions of real property. It allows
the City to appropriate funds only for a “corporate purpose,” which is broadly defined as any
purpose that, in the judgment of the municipal legislative body, provides for the safety, health,
prosperity, moral well-being, peace, order, comfort, or convenience of the inhabitants of the
municipality”3 (a “public purpose”), and applies a similar standard to the disposition of real
property. The City’s determination of a public purpose is valid unless found “arbitrary and
capricious.” The City Council approved the Lease to The Leonardo as having a public purpose
following a public hearing and public benefit analysis under §10-8-2.
In this context, the City has been asked to consent to a sublease of City property. While
§10-8-2 may not strictly apply to the City’s consent of the sublease, it provides a helpful
framework by providing a definition of public purpose and proscribing a public hearing to
determine if the sublease fulfils a public purpose. For this reason, we recommend that the City
Council first hold a public hearing before determining if the sublease fulfills a public purpose
and complies with the Bond purpose.
Analysis Supporting the Consent to the Sublease
For the City to consent to the sublease, several conditions must be met under the Lease
and the Bonds:
1 Concerned Citizens v. BD. of Com’rs, 897 P.2d 1267, 1271, (Wash.App.Div.1 1995). See also City and County of
Denver v. Currigan, 362 P.2d 1060, 1064 (Colo. 1961)(citing McNichols that a city has reasonable discretion in the
use of the proceeds of the bonds, but a use for a purpose other than that authorized by the voters is not within the
range of reasonable discretion.)
2 “Closely related to the prohibition against the lending of the state’s credit, although technically not a part of it due
to the narrow and specific wording of section 29, is the principle of law that public funds cannot be expended for
private purposes.” See Utah Tech. Fin. Corp. at 412.
3 Utah Code § 10-8-2(3)(e)(3)
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1. The sublease must have a direct relationship to The Leonardo’s mission and
programming plan to satisfy the requirements of the Lease.
2. The sublease must fulfill a public purpose to comply with the application of
§10-8-2.
3. The sublease must comply with the Bond purpose to satisfy the requirement that
the Bonds be used only for the purpose approved by the voters.
The sublease has a direct relation to The Leonardo’s mission. Ken Sanders will sell
books related to art, science, and technology, as well as special collections of books to
complement The Leonardo’s collections, exhibits, and programs within the museum. The joint
collaborations will allow community members to explore and connect art, culture, and science in
imaginative ways to enrich peoples’ lives, expand consciousness, and enhance the community,
all part of The Leonardo’s mission.
The sublease will fulfill a public purpose. The Lease was already determined to fulfill a
public purpose demonstrated through the prior bonding process and §10-8-2 public benefit
analysis. The collaboration and community events will create a dynamic and inclusive space for
community to come together and exchange ideas, learnings and experiences. Its diverse book
offerings offer a unique resource to the City on history, art, education, science, and culture. The
Leonardo and Ken Sanders this year have collaborated on several activities to engage the
community in discussions on current topics and social issues. These services will enhance the
moral well-being, comfort, or convenience of the inhabitants of the City.
The sublease also complies with the Bond purpose. The addition of a vintage bookstore
with collections geared toward enhancement of the exhibits and activities at The Leonardo will
contribute to the science, culture and art education center that is The Leonardo. Ken Sanders is a
longtime Salt Lake City institution and is a proven resource to the community to provide
educational and cultural content and programming. Its diverse book offerings offer a unique
resource to the City on history, art, education, science, and culture.
Conclusion
Taking into consideration that the proposed sublease fulfills the Lease conditions, has a
public purpose, and fulfills the Bond Purpose, the Administration requests that the City Council
hold a public hearing to consent to the proposed sublease by The Leonardo to Ken Sanders.
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SUBLEASE AGREEMENT
This Sublease Agreement (“Sublease”), dated effective as of as of March 29, 2021 (the
“Effective Date”), is entered into between The Leonardo, a Utah non-profit corporation formerly
known as The Library Square Foundation for Art, Culture and Science, having an address of 209 E.
500 S., Salt Lake City, Utah 84111 (“Sublandlord”) and the Dream Garden Press, Inc., a Utah
corporation doing business as Ken Sanders Rare Books (“KSRB”) with an address of 268 S. 200 E.,
Salt Lake City, Utah 84111 (“Subtenant” and, together with Sublandlord, collectively referred
herein as the “Parties” or individually as a “Party”).
RECITALS
A. Sublandlord is a tenant under that certain Lease Agreement dated on or about June
24, 2009 (the “Primary Lease”, a copy of which has been provided to Subtenant, and all capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the Primary
Lease) with Salt Lake City Corporation (“Prime Landlord”).
B. Pursuant to the Primary Lease, Sublandlord leased those certain premises (“Demised
Premises”) more particularly described in the Primary Lease and located at the property having a
street address of 209 East 500 South, Salt Lake City, Utah 84111 (the “Property”).
C. Sublandlord desires to sublease a portion of the Demised Premises leased under the
Primary Lease to Subtenant, and Subtenant desires to sublease a portion of Sublandlord’s Demised
Premises from Sublandlord, in accordance with the terms and conditions of this Sublease.
D. Sublandlord and Subtenant are entering into this Sublease in order to enhance
Sublandlord’s cultural programming and audiences. Both Sublandlord and Subtenant are dedicated
to engaging the community in discussions on current topics and social issues, and desire to employ
each other’s strengths to obtain greater community reach and impact. Joint programs will include
book clubs on relevant topics, exhibitions featuring rare books, maps and posters, poetry readings,
festivals, children’s educational events and joint humanities exhibitions, all of which are designed to
enhance Sublandlord’s mission to inspire creativity and innovation in all people. Subtenant shall
also be responsible for operating Sublandlord’s Gift Shop.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Demise. Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord,
the portion of the premises described on Exhibit A attached hereto (the “Subleased Premises”).
The Subleased Premises shall include use of the common areas associated with the Subleased
Premises, which common areas Subtenant shall be permitted to use in common with Sublandlord
and any other subtenants of Sublandlord. In addition, Subtenant shall be required to purchase
parking passes at the rate charged by Prime Landlord (such parking spaces, together with the other
common areas, the “Common Areas”). In the event that Subtenant’s use of the Common Areas is
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excessive or interruptive of Sublandlord’s operations conducted at the Property, Subtenant shall
comply with Sublandlord’s reasonable policies adopted from time-to-time with respect thereto.
Included in the Subleased Premises is the furniture, furnishings and decorations that are present in
the Subleased Premises as of the Sublease Commencement Date, and Subtenant shall have the duty
and obligation to keep, maintain and replace, if necessary due to damage caused by Subtenant and its
guests and invitees, such furniture, furnishings and decorations as are necessary to deliver such to
Sublandlord at the end of the Term in substantially the same condition as of the Sublease
Commencement Date, reasonable wear and tear excepted.
2. Term.
(a) The term of this Sublease (“Term”) shall commence on the Effective Date (also known as
the “Sublease Commencement Date”) and shall continue thereafter for a period of five (5)
years (“Sublease Expiration Date”), unless sooner terminated or cancelled in accordance with
the terms and conditions of this Sublease. Unless sooner terminated or cancelled in accordance
with the terms and conditions of this Sublease, the Sublease shall renew for a consecutive 5-year
term on the same terms and conditions.
(b) If for any reason the term of the Primary Lease is terminated prior to the Sublease
Expiration Date, this Sublease shall terminate on the date of such termination and Sublandlord
shall not be liable to Subtenant for such termination.
(c) If any court declares or determines in a final, unappealable order that this Sublease
violates the terms of the bonds which Salt Lake City obtained in connection with rehabilitating
the Demised Premises, then this Sublease shall automatically terminate.
3. Permitted Use. Subtenant shall use and occupy the Subleased Premises solely in accordance with,
and as permitted under, the terms of the Primary Lease and for no other purpose. Sublandlord and
Subtenant shall, on a quarterly basis during the term of this Sublease, provide a report to Prime
Landlord describing and detailing the activities undertaken between Sublandlord and Subtenant which
further the mission and programming plan of Sublandlord.
4. Payment of Rent.
(a) Throughout the Term of this Sublease, Subtenant shall pay to Sublandlord fixed base rent
(“Base Rent”) at the rate five percent (5%) of the total gross revenues generated by Subtenant
from the conduct of its business on the Subleased Premises. The sole and exclusive exception
are “consignment sales,” which mean the sale of books and ephemera that are owned by
someone other than Subtenant. Starting January 1, 2022, Base Rent shall be a minimum of
$3,000 per month but not to exceed $10,000.00 per month for each month or part thereof during
the Term. Each month during the Term and in conjunction with each monthly payment of Base
Rent, Subtenant shall provide to Sublandlord a summary report of Subtenant’s total gross
revenues for the prior month, together with Subtenant’s calculation of the Base Rent.
Sublandlord shall have the right, not more than once a year and at Sublandlord’s cost and
expense, to audit Subtenant’s books and records relating to Subtenant’s calculation of the
monthly Base Rent. Subtenant shall pay to Sublandlord the first installment of Base Rent
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(accruing from the Effective Date until the time of execution and delivery of this Sublease by
Subtenant to Sublandlord) and shall pay all other installments of Base Rent monthly on or before
the first day of each month during the Term for such month. Any payment of Base Rent that is
not received by Sublandlord within five (5) days of the date due shall incur a late fee of 5% of
the amount due. Any other monetary amounts owed by Subtenant hereunder are sometimes
referred to as “Additional Rent”, which shall be paid by Subtenant to Sublandlord within thirty
(30) days of written notice from Sublandlord. Base Rent and Additional Rent are sometimes
referred to collectively as the “Rent”.
(b) All Base Rent shall be due and payable without demand therefor unless otherwise
designated by Sublandlord and without any deduction, offset, abatement, counterclaim, or
defense.
5. Signage. Subtenant shall be permitted to display such signage on the Subleased Premises as is
approved in advance by Sublandlord and is permitted by the Primary Lease, and all signage
displayed by Subtenant shall be removed upon termination of this Sublease and any damage to the
Property from the removal of such signage shall be restored by Subtenant.
6. Incorporation of Primary Lease by Reference.
(a) Subtenant, with respect to its use of the Leased Premises, does hereby covenant and
agreed to abide by Sections 4, 13, 17, 18, 21, 22, 23, 24, 25, 27 through 38 of the Primary Lease
as though Subtenant were the “tenant” named in the Primary Lease, and Sublandlord shall have
the right to enforce such provisions of the Primary Lease against Subtenant as though
Sublandlord were the “landlord” named in the Primary Lease. If any of the express provisions of
this Sublease shall conflict with any of the provisions of the Primary Lease, the provisions of the
Primary Lease shall govern.
7. Subordination to Primary Lease. This Sublease is subject and subordinate to the Primary Lease.
8. Representations of Sublandlord. Sublandlord represents and warrants the following is true and
correct as of the date hereof:
(a) Sublandlord is the tenant under the Primary Lease and has the capacity to enter into this
Sublease with Subtenant, subject to Prime Landlord’s consent.
(b) The Primary Lease provided to Subtenant is a true, correct, and complete copy of the
Primary Lease, is in full force and effect, and has not been further modified, amended, or
supplemented except as expressly set out herein.
(c) Sublandlord has not received any notice, and has no actual knowledge, of any default by
Sublandlord under the Primary Lease.
9. AS-IS Condition; Alterations. Subtenant accepts the Subleased Premises in its current, “as-is”
condition. Sublandlord shall have no obligation to furnish or supply any work, services, furniture,
fixtures, equipment, or decorations, except Sublandlord shall deliver the Subleased Premises in
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broom clean condition. On or before the Sublease Expiration Date or earlier termination or
expiration of this Sublease, Subtenant shall restore the Subleased Premises to the condition existing
as of the Sublease Commencement Date, ordinary wear and tear excepted, unless otherwise agreed
to in writing by Sublandlord and Prime Landlord. The obligations of Subtenant hereunder shall
survive the expiration or earlier termination of this Sublease. Subtenant shall not make any material
modifications or alterations to the Subleased Premises without Sublandlord’s consent, which may be
withheld in Sublandlord’s sole discretion; provided, however, that Subtenant may make such
alterations as described in Exhibit A following Sublandlord’s approval of the plans and
specifications for such alterations. In the event that Sublandlord does provide consent to any
modifications or alterations of the Subleased Premises, all such shall be made in accordance with all
applicable governmental requirements, shall be of good quality and workmanship and shall not result
in the lien or encumbrances of the Property.
10. Cleaning and Maintenance. Subtenant shall keep the Subleased Premises in a clean,
commercially reasonable condition, and shall repair or replace all components of the Property to the
extent damaged by Subtenant, its guests and invitees. Sublandlord shall provide janitorial services
for the Subleased Premises, and except as provided in the previous sentence, shall keep and maintain
the Property in good maintenance and repair.
11. Utilities. Sublandlord shall pay all utilities used by Subtenant in the conduct of its business in
the Subleased Premises. If possible, Subtenant shall establish its own utility accounts. If not
possible, Subtenant’s obligation for utility consumption shall be determined pro rata based on the
square footage then in use. In no event shall Sublandlord be responsible for the failure of any third-
party utility provider to provide utilities to the Property, including without limitation power outages
or other temporary interruptions in service.
12. Taxes. Sublandlord shall pay all real property taxes relating to the Property, if any, and
Subtenant shall not pay any proportionate share of such taxes. Subtenant shall pay and discharge
when due all taxes relating to the conduct of Subtenant’s business on the Subleased Premises,
including without limitation personal property taxes and sales taxes that may become due on Rent
payable hereunder.
13. No Privity of Estate; No Privity of Contract. Nothing in this Sublease shall be construed to
create privity of estate or privity of contract between Subtenant and Prime Landlord.
14. No Breach of Primary Lease. Subtenant shall not do or permit to be done any act or thing, or
omit to do anything, which may constitute a breach or violation of any term, covenant, or condition
of the Primary Lease, notwithstanding such act, thing, or omission is permitted under the terms of
this Sublease.
15. Subtenant Defaults. If Subtenant fails to cure a default under this Sublease within any
applicable grace or cure period contained in the Primary Lease, Sublandlord, after five (5) days’
notice to Subtenant, shall have the right, but not the obligation, to seek to remedy any such default
on the behalf of, and at the expense of, Subtenant, provided, however, that in the case of: (i) a life
safety or property related emergency; or (ii) a default which must be cured within a time frame set
out in the Primary Lease which does not allow sufficient time for prior notice to be given to
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Subtenant, Sublandlord may remedy any such default without being required first to give notice to
Subtenant. Any reasonable cost and expense (including, without limitation, reasonable attorneys’
fees and expenses) so incurred by Sublandlord shall be deemed Additional Rent and shall be due and
payable by Subtenant to Sublandlord within thirty (30) days after notice from Sublandlord.
16. Consents. Whenever the consent or approval of Sublandlord is required, Subtenant shall also be
obligated to obtain the written consent or approval of Prime Landlord, if required under the terms of
the Primary Lease. Sublandlord shall promptly make such consent request on behalf of Subtenant
and Subtenant shall promptly provide any information or documentation that Prime Landlord may
request.
17. Prime Landlord Consent to Sublease. This Sublease is expressly conditioned on obtaining the
written consent of Prime Landlord (collectively, “Prime Landlord Consent”). The parties
acknowledge that the Prime Lender may only give consent after a public hearing and City Council
approval.
(a) If the Prime Landlord Consent is not obtained within thirty (30) days from the date of City
Council approval, either party may terminate this Sublease on written notice to the other,
whereupon Sublandlord shall promptly refund to Subtenant the Rent paid to Sublandlord, and
neither party shall have any further obligation to the other under this Sublease, except to the
extent that the provisions of this Sublease expressly survive the termination of this Sublease.
(b) This Section 17 shall survive the expiration or earlier termination of this Sublease.
18. Assignment or Subletting. Subtenant shall not sublet all or any portion of the Subleased
Premises or assign, encumber, mortgage, pledge, or otherwise transfer this Sublease (by operation of
law or otherwise) or any interest therein, without the prior written consent of: (a) Sublandlord, which
consent may be unreasonably withheld or may be withheld in its sole and absolute discretion; and (b)
Prime Landlord.
19. Indemnity. Subtenant shall indemnify and hold harmless Sublandlord from any claims,
liabilities, and damages that Sublandlord may sustain resulting from the conduct of Subtenant’s
business on the Subleased Premises or a breach by Subtenant of this Sublease. Likewise,
Sublandlord and shall indemnify and hold harmless Subtenant from any claims, liabilities, and
damages that Subtenant may sustain resulting from the conduct of Sublandlord’s business on the
Demised Premises or a breach by Sublandlord of this Sublease.
20. Release. Subtenant hereby releases Sublandlord or anyone claiming through or under
Sublandlord by way of subrogation or otherwise. Subtenant hereby releases Prime Landlord or
anyone claiming through or under Prime Landlord by way of subrogation or otherwise to the extent
that Sublandlord releases Prime Landlord under the terms of the Primary Lease. Subtenant shall
cause its insurance carriers to include any clauses or endorsements in favor of Sublandlord, Prime
Landlord, and any additional parties, which Sublandlord is required to provide under the provisions
of the Primary Lease. Likewise, Sublandlord hereby releases Subtenant or anyone claiming through
or under Sublandlord by way of subrogation or otherwise.
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21. Notices. All notices and other communications required or permitted under this Sublease shall
be given in the same manner as in the Primary Lease. Notices shall be addressed to the addresses set
forth above.
22. Brokers. Sublandlord and Subtenant each represent to the other that it has not dealt with any
other broker in connection with this Sublease and the transactions contemplated hereby.
Sublandlord and Subtenant each indemnify and hold harmless the other from and against all claims,
liabilities, damages, costs, and expenses (including without limitation reasonable attorneys’ fees and
other charges) arising out of any claim, demand, or proceeding for commissions, fees,
reimbursement for expenses, or other compensation by any person or entity who shall claim to have
dealt with the indemnifying party in connection with the Sublease other than Broker. This Section 22
shall survive the expiration or earlier termination of this Sublease.
23. Entire Agreement. This Sublease contains the entire agreement between the parties regarding
the subject matter contained herein and all prior negotiations and agreements are merged herein. If
any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity,
legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected.
24. Amendments and Modifications. This Sublease may not be modified or amended in any manner
other than by a written agreement signed by the party to be charged.
25. Successors and Assigns. The covenants and agreements contained in this Sublease shall bind
and inure to the benefit of Sublandlord and Subtenant and their respective permitted successors and
assigns.
26. Counterparts. This Sublease may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original for all purposes, and all such
counterparts shall together constitute but one and the same instrument. A signed copy of this
Sublease delivered by either facsimile or email shall be deemed to have the same legal effect as
delivery of an original signed copy of this Sublease.
27. Choice of Law. This Sublease shall be governed by, and construed in accordance with, the laws
of the State of Utah, without regard to conflict of law rules.
[remainder of page left blank; signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Sublease to be executed as of the
Effective Date.
SUBLANDLORD:
The Leonardo, a Utah non-profit corporation
By____________________________
Name:
Title:
SUBTENANT:
Dream Garden Press, Inc., a Utah corporation,
doing business as Ken Sanders Rare Books
By___________________________
Name:
Title:
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Exhibit A
Subleased Premises
Description:
Subleased Premises to consist of the following portions of the Property, to be
occupied by Subtenant at the time agreeable to Sublandlord:
Phase 1: Build-out of the west side of the main floor space. Approximately 1,600
square feet north of the existing gift shop, including bathrooms and emergency exit
door.
Phase 2: Approximately 837 square feet of proposed gallery space between the
escalators at the back of the elevator walls, contiguous to the Phase 1 property.
Includes small space behind escalators with connecting passage to the gift shop, and
also includes KSRB storage under the escalators.
Phase 3: Approximately 3,000 square feet of space in the sub-basement, currently
known as “the KIVA”, including the two offices and the mezzanine space above, all
located on the basement level.
Phase 4: Approximately 4,000 square feet of the sub-basement to be walled off from
the rest of the library at Subtenant’s cost and expense and in the manner approved by
Sublandlord and to be used for KSRB Used Book Dept.
Phase 5: Approximately 2,000 square feet of the sub-basement to be walled off from
the rest of the library at Subtenant’s cost and expense and in the manner approved by
Sublandlord and to be used for KSRB Storage.
RECORDED
JUN 2 4 2009
LEASE AGREEMENT rlTV RECORDER
BETWEENSALTLAKECITYCORPORATIONJMiD'n .
THE LIBRARY SQUARE FOUNDATION FOR ART,CULTURE AND SCIENCE
SALT LAKE CITY LIBRARY BUILDING
209 EAST 500 SOUTH
THIS LEASE AGREEMENT (the "Agreement"or "Lease"),dated as of Itme_,2009
(the "Effective Date"),is entered into by and between SALT LAKE CITY CORPORATION,a
Utah municipal corporation (the "City"),and THE LIBRARY SQUARE FOUNDATION FOR
ART,CULTURE AND SCIENCE,a Utah nonprofit corporation ("The Leonardo").
RECITALS:
A.The City has constructed a new public library and parking facility (the "New
Library"),and owns the old main library building (the "Building")located at 209 East 500
South,Salt Lake City,Utah 84111.
B.The Leonardo desires to lease the Building from the City,and the City has found
that The Leonardo's proposed use of the premises within the Building will benefit the conmlUnity
by serving the cultural,educational,and aesthetic needs of the community,by contributing to the
revitalization of downtown Salt Lake City,and by attracting visitors to the area as part of a civic
center.
C.The Leonardo has been fonned to utilize the Building in achieving its mission of
exploring and connecting art,culture,and science in imaginative ways to eruich peoples'lives,
expand consciousness,and enhance the community ("The Leonardo's Mission").
D.On November 4,2003,the Salt Lalce City voters approved the issuance by the City
of up to $10,200,000 of general obligation bonds to renovate,improve,and preserve the Building
for the purpose of housing a science,culture,art,and education center,Imown as "The Leonardo at
Library Square."The issuance of the general obligation bonds,however,was contingent upon The
Leonardo first raising an equal sum of money to be used for exhibits,progranls and activities to be
conducted within the Building.
E.As certified by the City'S Chief Financial Officer,The Leonardo has met its
obligation to raise the $10,200,000 in matching funds.
F.The City is now in a position to issue $10,200,000 of general obligation bonds and
to use the sale proceeds thereof to allow the Building renovation to begin.
G.In addition to the general obligation bonds to be issued by the City,as of the date of
this Agreement,additional funding sources and grants have been made available for the completion
ofthe renovation of the Building.
AGREEMENT:
The City and The Leonardo,for good and valuable consideration receipt of which is hereby
acknowledged,hereby agree as follows:
1.LEASE OF BUILDING:The City hereby leases to The Leonardo,and The
Leonardo hereby leases from the City,the Building and property described in Exhibit A attached
hereto and incorporated herein,and as depicted in Exhibit B attached hereto and incorporated
herein (the "Premises"),subject to the tenns and conditions of this Agreement.The Building
shall be used by The Leonardo and,for limited purposes as set forth in Section 4 below,the City
as more particularly set forth herein.The City also grants to The Leonardo,its tenants and
licensees,and their employees,guests,and invitees,a non-exclusive license to enter upon and
use the exterior walkways and sidewalks to and from the Building and the parking lot owned or
operated by the City located on the city block between 400 South and 500 South and between
200 East and 300 East.
Furthemlore,and without limiting the foregoing,the City hereby grants The Leonardo the
right to the non-exclusive use of the sidewalk and driveway area depicted on Exhibit B as the
"Shared Use Driveway."The parties agree that The Leonardo shall have the right to use such
Shared Use Driveway for the purposes of loading (and unloading)exhibits and other property to
and from the Building,Building construction and maintenance access,access by patrons .to the
Building,and other related purposes.In this regard,the parties acknowledge that The Leonardo
cunently anticipates that the north entrance to the Building will be the main entrance to the
Building for The Leonardo's patrons and guests.The Leonardo shall be issued a keyes)for any
chain or other gate installed along the Shared Use Dliveway from time to time.The Leonardo's
coordination of the use of the Shared Use Driveway for delivery,pickup,and/or other designated
uses (other than patron access)shall be through the City's appointed employee responsible for
scheduling events at the Library Square.The City agrees that it shall not pemlit any exhibits,
booths,or other displays to be located at any time within either the Shared Use Driveway or the
sidewalk area adjacent to and directly to the north of the Shared Use Driveway (which cunently
consists of concrete pavers),including but not limited to during any festival,show,or other
special event OCCUlTing on or around Library Square.
2.TERM:
2.1 Initial Occupancy Tenn.The initial tenn of this Lease shall be twenty
(20)years (the "Initial Occupancy Teml"),begilming upon "Substantial Completion"of the
"Improvements"(as such tenns are defined in Section 6 of this Agreement)(the
"Commencement Date").Upon Substantial Completion of the Improvements,the City and The
Leonardo shall sign a written acknowledgement confimling the Commencement Date,as well as
the condition as of the Commencement Date of (a)the Building and (b)the altwork referred to in
Section 21.9 below.Once signed,such acknowledgment shall be attached hereto and
incorporated herein as part of this Agreement.Notwithstanding the foregoing,in the event that
the City is unable to sell the general obligation bonds referenced in the Recitals above on or
before October 1,2009,notwitllstanding the City's use of its best efforts to do so,then either
party may tenninate this Lease following such date alld prior to the time that such bonds are sold,
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by giving written notice to the other party,whereupon this Lease shall be tenninated,and in such
event,both parties shall be released from their respective obligations hereunder.
2.2 Pre-Occupancy Period.The period of time between the Effective Date of
this Lease and the Commencement Date shall be referred to herein as the "Pre-Occupancy
Period."During the Pre-Occupancy Period,the Building will be renovated and improved,as
more fully set f011h in Section 6 below.
2.3 Extended Occupancy Tenns.The Initial Occupancy Term may be
extended by The Leonardo,with the written consent of the City (which consent shall not be
unreasonably withheld)for three (3)additional periods of ten (10)years (each,an "Extended
Term")on the ternlS and conditions as provided in this Lease,unless The Leonardo provides the
City with a written notice terminating this Agreement at least sixty (60)days prior to the
expiration of the Initial Occupancy Term or then existing Extended Ternl,as applicable;
provided,however,that The Leonardo's foregoing right to extend the Initial Occupancy Ternl
(or Extended Ternl,as applicable),shall be null and void if The Leonardo fails to cure a
substantial and material default of this Agreement and the applicable cure period has expired
after receipt of written notice of such default as provided herein.The Pre-Occupancy Period,the
Initial Occupancy Ternl,and any subsequent Extended Tenn(s)shall collectively be referred to
herein as the "Ternl."
At least one (I)year prior to the expiration of the Initial Occupancy Ternl or any
Extended Ternl(s),the Parties shall consult with each other regarding the advisability of
extending the then applicable Tenn of this Agreement,and whether any modifications or
amendments to this Agreement (including a discussion of Base Rent,taking into account the then
CUlTent conditions)are necessary in cormection with such extension.In this regard,and for
pUlposes of deternlining whether to consent to the extension of the then-cunent ternl of this
Agreement,the City shall consider,among other interests relating to the public good and
welfare,whether The Leonardo is actively pursuing the fulfillment of The Leonardo's Mission,
The Leonardo's reasonable expectations (evidenced in among other ways,by The Leonardo's
fundraising and programming activities during the then cunent ternl0f this Agreement)relating
to its continued use and enjoyment of the Premises for an additional Extended Tenn(s),and
whether the City has an imminent need for an alternative use of the Building which serves a
greater public interest than the public interest served by The Leonardo.
2.4 Further Extension of Tenn.If The Leonardo desires to continue to occupy
the Building at the conclusion of the Tenn,the City shall discuss in good faith the possible
further extension of the Teml or the entering into of a new lease with The Leonardo consistent
with this Agreement.The City hereby agrees to consult with The Leonardo regarding The
Leonardo's continued use of the Building after the expiration of the Term and prior to soliciting
or accepting any offers from any third parties regarding the Building or any part thereof,and
agrees to provide an opportunity for The Leonardo to present an offer to the City regarding the
continuation of The Leonardo's use of the Building on tenns consistent with this Agreement.
Except as provided in the immediately preceding sentence,The Leonardo shall vacate the
Building at the end of the Tenn and the City shall not be obligated to pay The Leonardo anything
with respect to The Leonardo's investment in the Building.
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3.RENT:As consideration for this Agreement and the right to use the Building
throughout the Tenn,The Leonardo shall pay to the City the sum of TWELVE DOLLARS
($12.00)per year ("Base Rent").The first installment of Base Rent shall be paid in advance on
or before the Commencement Date and shall be paid for the remainder of the initial calendar year
in which the Initial Occupancy Ternl commences,prorated to the nearest month.Except for the
first payment of Base Rent,all installments of Base Rent shall be due and payable in advance for
one year on the first day of each calendar year during the Tern1.The Leonardo may pay any and
all installments of Base Rent for the Tenn in advance,without penalty.All installments of Base
Rent shall be made payable to Salt Lake City Corporation,and sent to its City Treasurer,451
South State Street Room 225,Salt Lake City,Utah 84111 or at such other location as may be
designated by the City to The Leonardo in writing.
4.USE OF PREMISES:
4.1.Use of Premises.As consideration for this Agreement and the right to use
the Building,The Leonardo shall establish exhibits and operate programs and activities within
the Building consistent with and in furtherance of The Leonardo's Mission,and subject to
Sections 4.2 and 20 below,The Leonardo shall have the right to exclusively use the Premises for
its operations as a science,culture,and art education center,and the operations of its tenants and
licensees,so long as such uses are consistent with The Leonardo's Mission.The Leonardo,its
patrons,invitees,agents and employees,and tenants (if any),shall.have the unrestricted right to
enter and leave the Premises at all times consistent with the nonnal operational hours of The
Leonardo.The Leonardo shall not use the Premises for any purpose other than that stated above.
The Leonardo shall not use the roof of the Building for The Leonardo's Mission or put items on
the roof without the prior consent of the City,which consent shall not he unreasonably withheld.
To the extent that any portion of the Building is placed on a state or federal historical register,
The Leonardo shall not damage,alter,remove,or replace such registered property or items in
violation of applicable laws governing historic sites.In addition,the parties consider the
following items to be of historic interest and value and therefore not to be damaged,altered,
removed,or replaced by The Leonardo without the consent of the City:leaf lights;escalator;
wood paneling;artwork;exterior concrete panels;and exterior glass curtain walls.If the City
desires to add additional items to that list,it must first notify and discuss such additions with The
LeonaTdo,but the City shall have authority to make the ultimate decision regarding any such
additions.However,if The Leonardo presents,with respect to the second floor leaflights,a plan
for non-permanent removal and replacement of such lights,the City will evaluate that plan and
not unreasonably withhold its consent to that plan.
4.2.Additional City Use of Building and Premises.The City,with reasonable
advance notice and with due consideration for The Leonardo's programming and administrative
schedule,may have limited access to and use of the Premises for meetings,receptions,and other
activities in a way that is compatible with The Leonardo's Mission.Although the City's use of
the Premises for this limited purpose shall be on a rent-free basis,the City will be responsible for
the associated costs of any event it sponsors or manages in the Premises.The.City will use its
best efforts to avoid scheduling events for the Premises at times or for events which will conflict
with The Leonardo's exhibits or events.In the event that the City uses the Building or the
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Premises at a time or in a way that requires The Leonardo to close an exhibit during The
Leonardo's ordinary hours of operation,the City shall reimburse The Leonardo Jor The
Leonardo's lost revenues resulting from such closure.Notwithstanding anything to the contrary
in this Section 4.2,the City shall not have the right to use (or license.to third parties the .use of)
the sidewalks or landscaped areas comprising a portion of the Premises (as depictyd in Exhibit
~)for art festival displays or other outdoor exhibits,booths,tents,or galleries.
5.SIGNAGE:The Leonardo shall be pem1itted to install both pem1anent and
temporary signage on the Building and Premises,provided that such signage (i)satisfies the
requirements of the Salt Lake City Code,and (ii)confonns to a sign fastening system(s)
acceptable to the City that does not compromise or damage the Building's exterior panels and
surface (the "Sign Fastening System").The Sign Fastening Systems(s)must be agreed upon by
The Leonardo and the City (including but not limited to the City's Engineering and Facilities
divisions)prior to the Commencement Date,and any amendments or modifications to such
system must be mutually agreed upon by the City and The Leonardo.Furthem1ore,the Parties
anticipate that The Leonardo may be pem1itted to place temporary signage on the exterior of the
Building during the initial renovations to the Building,consistent with the Salt Lake City Code
and to the extent that such signage does not interfere with the construction and renovation
project,subject to the prior approval of the City.The Leonardo shall be responsible to repair
any damage done to the exterior of the Building by itself or its employees or agents in
cOlmection with such signage.
6.DESIGN,RENOVATION,AND IMPROVEMENTS TO BUILDING:The
Building shall be renovated and refurbished by the City,in cooperation with The Leonardo,in
accordance with the terms and conditions of this Agreement,and for the purpose of housing a
science,culture,art,and education center to be known as "The Leonardo at Library Square."
The improvements to be perfonned with respect to the Building (the "hnprovements")are more
particularly identified in the current project scope and cost estimate attached hereto and
incorporated herein as Exhibit C.The parties acknowledge that the Improvement costs shall be
financed through the issuance of the general obligation bonds referred to in Recital D above,and
that additional funding sources and grants have been made available for the completion of the
renovation of the Building.
The City shall be solely responsible for design and construction management of the
Building,but the City and The Leonardo shall work together in good faith to agree upon a design
for the Building that meets the City's building renovation objectives,supports the basic
programming objectives of The Leonardo as a science,culture,art,and education center,and
meets a reasonable construction timeline (the "Design and Construction Objectives").To this
end,the City and The Leonardo agree that they shall jointly fonn a design and construction
management oversight team (the "Design Team")of five (5)members,with three (3)members
being appointed by the City and with two (2)members being appointed by The Leonardo (the
"Leonardo Representatives").The Design Team will actively participate and be primarily
responsible for the oversight of the design and construction management process relating to the
Improvements,including but not limited to,reviewing and approving (a)conceptual plans,(b)
constl'llction drawings,plans,and specifications,(c)construction scheduling and progress,(d),
construction budgets,and (e)other related issues relating to the .successful completion of all of
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the Improvements,and changes and amendments to the aforementioned items.Notwithstanding
the foregoing,(a)the members of the Design Team appointed by the City shall be primarily
responsible to make decisions relating to asbestos removal and seismic upgrades,and (b)
particular consideration shall be given to the Leonardo Representatives'input and concerns
relating to design issues that impact museum operations.In a good faith effort to maintain
transparency and the efficient flow of infonnation between the Parties,the City and The
Leonardo shall promptly and in good faith report and convey infonnation relating to the
Improvements to the Design Teanl,and the City-retained architect,engineer,and contractor shall
be required to provide the Design Team with regular updates.In making decisions relating to the
Improvements,including but not limited to decisions relating to cost overruns and any
amendments to the scope of the Improvements,the Design Team shall attempt to give due
consideration to each of the Design and Construction Objectives.
The Inlprovements,which shall be designed by an architect and perfonned by a
contractor selected and engaged by the City,shall be designed,constructed,and otherwise
perfonned and completed in compliance with any and all building codes applicable to said
Improvements.All work perfonned shall be done ina·good and worlmlanlike manner.
Furthernlore,the architectural design and construction shall comply with the requirements to
receive LEED CI Silver certification awarded by the United States Green Building Council
("USGBC").The City shall direct the architect and contractor to prepare and file the request for
LEED CI Silver certification,and all costs associated with the initial certification shall be paid
out of the construction budget for the Improvements.The City shall provide notice to The
Leonardo upon receipt of the LEED CI Silver certification.Within one (1)year following
receipt of the City's LEED CI Silver certification,The Leonardo shall apply for LEED EB Silver
certification,and shall be responsible for the costs associated with such certification.The
Leonardo shall also be responsible to recertify with the USGBC from time to time,as required
by the USGBC,to maintain the LEED EB Silver certification in good standing.The Leonardo
shall provide proof of the certification and recertification to the City's Facilities Services
Manager.
It is cun·ently anticipated that the Inlprovements shall be Substantially Complete (as
defined below)on or before the cunently estimated substantial completion date of November 1,
2010,but neither the validity of this Lease nor the obligations of either party under this Lease
shall be affected by a failure to Substantially Complete the Improvements by such date.For
pUllJoses of this Lease,"Substantial Completion"of the hnprovements shall be deemed to have
occurred as soon as all of the Improvements have been constructed,a final certificate of
occupancy has been issued for tbe Building,tbe Premises are in a "broom clean"condition (e.g.,
reasonably free of construction dust and debris resulting fi·om the installation of the
Improvements),and are otherwise ready to be utilized for the use of the Premises pennitted by
this Lease.
After The Leonardo occupies the Premises all material damages that may occur during
the ternl of this Agreement shall be promptly reported to the City's Facilities Services Division
Manager.All pennanent alterations made by The Leonardo to the structure,pernlanent walls,
controls,BYAC,fire protection,elevators,and plumbing,electrical and lighting of the Premises
shall be detailed in writing and approved in advance (which approval shall not be wrreasonably
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withheld),and shall not proceed without written approval of the City's Facilities Division
Manager or other designee.
7.DEPOSIT:The Leonardo shall not be required to pay a monetary deposit
associated with this Agreement.In lieu of a monetary deposit,The Leonardo accepts the
Building "AS IS"as of the Commencement Date.
8.ALTERATIONS OF BUILDING AND INSTALLATION OF FIXTURES
AND OTHER APPURTENANCES:The Leonardo may,at The Leonardo's .sole cost and
expense in a good and workmanlike maimer,make such alterations and repairs to the.Premises
following the Commencement Date as The Leonardo may reasonably require in connection with
its operation of the Building,including but not limited to,the installation of exhibits or other
progranIming improvements,provided that The Leonardo does not (without first obtaining the
consent of the City)materially alter the basic character of the Building,weaken any structure on
the Premises,or materially and pemIanently alter the HVAC,plumbing,electrical systems,
utilities systems,roof systems,exterior wall systems,or elevator or escalator systems.The
Leonardo shall also have the right to erect and install,at The Leonardo's sole cost and expense,
temporary partitions,including exhibit partitions,and .other trade equipment and wiring,
electrical fixtures,additionallights and wiring and other trade appliances as may be reasonably
necessary to facilitate the handling of The Leonardo's operations.Any alterations or
improvements to the Premises (excluding The Leonardo's personal property and trade fixtures
and equipment),not removed by The Leonardo on or before the expiration or earliertermination
of this Agreement (or a reasonable time thereafter),at the option of the City,shall become the
property of the City.If the City elects not to take ownership of such property,The Leonardo
shall remove such property.If The Leonardo fails to remove such property,the City may do so
and bill The Leonardo for the expenses of such removal.In the event that The Leonardo
removes any such trade equipment,fixtures,or other improvements made by The Leonardo
pursuant to this Section,The Leonardo shall remove said equipment,fixtures and other
improvements in a good worlG1lanlike maimer,and all damage done to the Premises by such
removal shall be repaired at The Leonardo's sole cost and expense.The Leonardo shall restore
the Premises to the condition as existed on the COimnencement Date,reasonable wear and tear
excepted.
9.CLEANING AND MAINTENANCE:
9.1.The Leonardo's Maintenance Obligations.As consideration for this
Agreement,commencing on the Conmlencement Date and continuing throughout the Tenn,The
Leonardo,at its sole cost and expense,shall keep and maintain the Building and all pailS thereof,
in good and clean condition alld repair and in accordance with LEED EB guidelines,and shall
provide for the regular janitorial upkeep in accord alICe with the City's green cleaning standard
and as required for LEEDEB operations and cellification described below,exterior grounds and
landscaping services (including lawn,plantings,tree,and shrubbery care,irrigation,snow and
ice removal and other seasonal services,and debris clean up that will keep the Premises in a neat,
orderly,and aesthetically pleasing way),alld trash removal for the Premises.In addition to the
foregoing,The Leonardo's responsibility includes the regular maintenance alld upkeep of
electJical,plumbing,elevator,escalator,and mechanical systems exclusively servicing the
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Premises,such maintenance and upkeep to be done according to National Fire Protection
Association,National Electrical Code (NEC)70B,National Fire Protection Association (NFPA)
72 and 75,and ANSI-ASHRE-ACCA standard 180-2008.The elevator and escalators in the
Building are to be maintained by a State of Utah licensed elevator and escalator company and
must receive annual inspection and recertification per applicable codes.Further,The Leonardo
shall keep the sidewalks within the Premises reasonably free from ice and snow.The Leonardo
shall also be responsible for all security and surveillance services to be provided on the Premises.
The Building card access system shall be maintained by The Leonardo and disconnected from
the City intranet once The Leonardo occupies the Premises.Upon termination of this Agreement,
The Leonardo shall,at its sole expense,restore the Building card access system back to the City
network.The Leonardo shall also take reasonable measures to assure that the artwork on the
Premises,including the items mentioned in Section 21.9,are not damaged beyond the condition
they are in as of the Commencement Date,as agreed by both parties on the Commencement Date
pursuant to Section 2.1 above.The Leonardo shall not move any such artwork without the prior
consent of the City.
If The Leonardo fails to perfonn maintenance or repair of any portion of the Premises as
required by this Section 9.1 within thirty (30)days after receipt of a written notice from the City
(except in the event of an emergency situation,in which case no notice shall be required),and
thereafter fails to diligently perform such maintenance or repair to completion,the City may,at
its discretion,perfoml such maintenance or repair on behalf of The Leonardo upon written notice
to The Leonardo.The Leonardo shall reimburse to the City the reasonable cost to perform such
maintenance Of repair within thirty (30)days after receipt of notice from the City setting forth in
reasonable detail such costs and the items to which they relate.
9.2.The City's Maintenance Obligations.Prior to the Commencement Date,
the City,at its sole cost and expense,shall be responsible for all maintenance and cleaning of the
Premises.At all times prior to and following the Commencement Date,the City shall be
responsible to keep alld maintain in good condition,at its sole cost and expense and without
reimbursement or contribution by The Leonardo,and repair and replace,if necessary,the
foundations,stmctural systems (both interior and exterior)including,without limitation,the roof,
roof membrane,roof drains,roof covering (including interior ceiling if damaged by leakage),
load-bearing walls,columns,lintels,beams,footings,floor slabs,masonry walls,and sidewalks
immediately adjacent to the Building (other than snow and ice removal)and constituting part of
the Premises.Furthennore,the City shall be responsible,at its sole cost and expense,to replace,
if necessary,all electrical (inclUding the photovoltaic system located on the roof of the Building),
plumbing,and mechanical systems servicing the Premises (excluding ally such system(s)
installed by The Leonardo in accordance with Section 8 above),and the upgrade of any such
systems,provided that such upgrades are not required as a result of expansion of The Leonardo's
use of the Building.Notwithstanding the foregoing,The Leonardo shall be entirely responsible
for any cost or expense caused by the negligent or wrongful acts or omissions of The Leonardo
or any of The Leonardo's employee's,contractors,invitees,agents,guests or patrons relating to
any Building system or other improvement.
If the City fails to perfonn maintenance,repair,alld/or replacement of any portion of the
Premises as required by this Section 9.2 within thirty (30)days after receipt of a written notice
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from The Leonardo (except in the event of an emergency situation,in which case no notice shall
be required),and thereafter fails to diligently perfornl such maintenance,repair,or replacement
to completion,The Leonardo may,at its discretion,perform such maintenance,repair,or
replacement on behalf of the City upon written notice to the City..The City shall reimburse to
The Leonardo the reasonable cost to perfornl such maintenance,repair,or replacement within
thirty (30)days after receipt of notice from The Leonardo setting forth in reasonable detail such
costs and the items to which they relate.
10.UTILITIES:The City shall provide utility service to the Building.The City
represents,and The Leonardo aclmowledges,that the heat to the Building is generated by steam
supplied by a boiler plant operated by the City (the "Boiler Plant")and that the Building is not
serviced by any natural gas or furnaces,and that the cooling of the Building is provided by
chillers located within the Boiler Plant.As of the date of this Agreement,a meter is in place that
will measure and assign to the Building the amount of natural gas consumed in the Boiler Plant
to heat the Building.In addition,the electrical service to the Building is initially provided to the
Boiler Plant by PacifiCorp,and then runs from the Boiler Plant to the Building and is metered by
an electrical sub-meter on the Building.Domestic water and sanitary sewer service is provided
directly to the Building.The City shall maintain the facilities through which the various utilities
are provided to the Building.At the commencement of tlle Initial Occupancy Term,any
telephone service or internet service to the Building shall be contracted directly by The Leonardo
and paid by The Leonardo directly to the telephone provider.
11.PAYMENT OF OPERATION,MAINTENANCE AND UTILITY COSTS:
11.1.Payment of Utilities and Operation and Maintenance Costs.Subject to the
terms and conditions of this Section II,commencing at the beginning of the Initial Occupancy
Ternl and continuing throughout the Term of this Lease,The Leonardo shall pay to the City,as
"Building Operating Costs,"the following costs:(a)the costs of utility service to the Building,
and (b)as further set forth in this Section II,the costs associated with the operation oftlle Boiler
Plant that are allocated to the Building,so long as such costs are reasonably supported by the
City.The Leonardo shall pay the Building Operating Costs identified in an invoice from the
City within fifteen (15)days after receipt of such invoice.Except as set forth in the previous
sentence,the costs of utility service to the Building and the costs associated with the operation of
the Boiler Plant shall be calculated as follows:
11.1.1 Natural Gas.The costs for natural gas allocated to the Building
shall be based upon the monthly gas bill received from Questar Gas Company,or its successor
gas provider,and then allocated to the Building by a separate BTU sub meter.The allocation of
gas cost shall be calculated by the ratio of BTU's used by the Premises divided by the total
BTU's for all buildings served of the central gas meter and lUultiplying the ratio to the total cost
of gas as provided by the monthly Questar gas bill,resulting in a reasonable cost allocation for
the Premises.The City shall prepare a separate monthly billing and shall send it to The
Leonardo.
11.1.2 Electricitv.The costs for a kilowatt hour (KWH)and a kilowatt
demand (KWD)will be based off of the sub-meter on the main electrical switchgear supplying
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the Building.Such sub-meter shall measure the electrical consmnption for the Building.The
cost of electricity for the Building shall be based upon the cost of KWH and l(WD measured by
the sub_meter for the Building.The cost per KWH shall be detemlined based upon the current
month's unit cost as calculated from the bill sent by PacifiCorp to the City for the electricity
provided to the central electrical meter in the Boiler Plant.
11.1.3 Domestic Water.The cost of domestic water shall be based upon
the amount of water consumed associated with the Building as measured by a separate water
meter for the Building.
11.1.4 Boiler Plant Operating Costs.As of the date of this Agreement,
the City's accounting system separates and collects costs associated with the operation of the
Boiler Plant in a specific costs center.The costs included on this account include the costs
associated with the operation of the Boiler Plant and the materials (such as pumps,motors,
grease,lights,fan belts,etc.)necessary to keep the boiler plant in optimum rmming order.The
costs to operate the Boiler Plant (including labor and materials)shall be allocated to the Building
based on a ratio,the numerator is the Building's total BTDs for gas and electricity,and the
denominator is the total BTDs for gas and electricity for all buildings served by the Boiler Plant,
which buildings shall inclUde,at a minimum,the Building,the City and County Building,and
the New Library.
11.1.5 Boiler Plant Utilitv Costs.As of the date of this Agreement,there
are electrical,natural gas,and water costs associated with operation of the Boiler Plant that are
not directly metered or allocated to the Building or other buildings and facilities serviced by the
Boiler Plant.The Boiler plant utility costs shall be allocated to each of the buildings served by
the central gas and electricity meters based on the ratios calculated in section 11.1.1 for gas and
in 11.1.2 for electricity.The amount of natural gas used in the Boiler Plant shall be deemed to be
the total natural gas consumption measured by the natural gas meter to the Boiler Plant less the
natural gas consumption sub-meter to the Building and any and all other buildings and facilities
serviced by the Boiler Plant,which buildings shall include,at a minimum,the Building,the City
and County Building,and the New Library.A water meter shall separately meter the water used
by the Boiler Plant and shall be allocated to each of the buildings served by the Boiler Plant
(which buildings shall include,at a minimum,the Building,the City and County Building,and
the New Library) based on the combined ratios for the respective building electricity and gas
usage ..
11.2.Excluded Costs.The Building Operating Costs shall not include,and The
Leonardo shall not be obligated to pay for the costs associated with:(i)any costs associated with
the installation or construction of improvements associated with the Locker Room and the City'S
use thereof;(ii)any damage to the Building caused by the City's negligent or intentional acts or
omissions;(iii)the repair or restoration of any portion of the Building caused by any damage or
destruction that should be covered by the insurance required to be maintained by Section 21.4;
and (iv)any cost associated with any other building owned or operated by the City or with the
Main Library and its grounds and exterior features,unless The Leonardo has use of such
building.
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11.3.No Additional Financial Support by the City.Other than by providing the
Building at the specified rent,tlle City shall have no obligation to provide additional financial
support to The Leonardo or to the operation or use of the Building or to programming during the
Term of this Agreement beyond that already committed by the City,as set forth in Recital G
above.The foregoing shall not limit the City's obligations under this Agreement,including
without limitation those obligations relating to capital improvements,the provision of heating
mld cooling,and other similar obligations.
12.TAXES,LICENSES·AND PERMITS:The Parties aclmowledge that the
Internal Revenue Service classifies The Leonardo as a SOI(c)(3)corporation,and the City is a
municipal corporation.As a result,neither party is a taxable entity.If either Pmiy allows a use
within the Building that subjects the Building to any real estate taxes or assessments orallY other
taxes or assessments,such Party shall be responsible for the taxes alld assessments arising from
such use.Each Party shall pay any sales taxes and other taxes that are applicable due to such
Party's use and operation within the Building.Throughout the entire Tenn hereof,each Party
shall pay directly to the appropriate taxing authority when due all taxes,assessments,fees,and
charges levied on such Party's personal property,including,but not limited to,equipment,
fixtures,furnishings,alld other personal property owned by such Party within the Building.
Notwithstallding anything herein to the contrary,The Leonardo shall be responsible for paying
any privilege taxes imposed on or with respect to the Building.
Either Party,at its sole cost and expense,may contest any taxes or assessments affecting
the Building,and the other Party agrees to reasonably cooperate in any such contest,including
the execution of mlY necessary documents.Any refunds and rebates of taxes or assessments
obtained through a contest shall be applied as follows:(a)first,to the costs incurred in contesting
such taxes and assessments,(b)second,to the Party responsible to pay such taxes pursuant to the
tenus and conditions of this Agreement.
13.RESPONSIBILITY FOR PERSONAL PROPERTY:Neither Party shall be
responsible for ally dmuage,loss,haml,injury,vandalism,theft,or pilferage whatsoever of or to
any fiImiture,artwork,furnishings,equipment,or other personal property owned by the other
Party or its tenants,licensee's,guests,or invitees.Any pers0l1al property placed within the
Building shall be placed therein at the sole risk and hazard of the owner of such personal
property.Each Party shall be responsible to maintain adequate insurance covering its own
personal property.Each Party shall require any tenant or licensee to agree to the ternlS and
conditions of this Section 13 and to maintain adequate insurance for such party's personal
property that may be located within the Building.
14.PARKING:The Leonardo shall have the right to priority and exclusive use of
nine (9)parking spaces in the U1lderground parking facility located beneath Library Square,with
three (3)of such spaces to be located adjacent to the underground dock area of the Building for
periodic exhibit delivery,and the remaining six (6)spaces to be located on the northeast comer
of Levell of the parking facility (for the purpose of parking a trailer (a.lea."The Leonardo on
Wheels")in such stalls).An additional two (2)parking spaces at the southwest comer of Level 1
shall be granted to The Leonardo for the purpose of a dunlpster.Furthenuore,The Leonardo
shall have the right to request from the City at any time during the Tenu hereof,the non-
11
exclusive use of up to an additional thirty (30)unreserved spaces in the underground parking
facility (at no additional cost to The Leonardo),to accommodate and satisfy the parking needs .of
The Leonardo's management and staff.Nothing herein shall be construed to limit the ability of
The Leonardo's invitees,patrons,and guests from parking (in common with the public)in any
other City owned parking areas surrounding the Building,subject to and consistent with the
City's rules and regulations regarding such parking areas then in effect.Any special event usage
of parking must comply with City policy and requires the prior consent of the City.
Notwithstanding the foregoing,ifthe City alters or changes its policy on how it will
manage and finance the underground parking facility,including the charging of fees for
employee use,such policy change will immediately apply to use of the parking spaces granted to
the Leonardo,except for the two (2)parking stalks for the dumpster and the three (3)parking
stalls adjacent to the loading dock that are not used for employee parking.However,the
application to the parking spaces granted to The Leonardo of any such policy change shall not be
done in such a ma1111er as to treat employees of The Leonardo less favorably than City employees
are treated.
15.SURRENDER OF THE BUILDING:Upon the expiration or earlier
tennination of this Agreement,The Leonardo shall surrender the Building in.good,broom clean
condition,ordinary wear and tear excepted.Upon such ternlination,The Leonardo at its .sole
expense shall remove all of its personal property from the Building,restore and repair any
damage sustained to the Building resulting from removal of such personal property,and shall
leave the City's personal property intact.It is agreed and understood by both Parties that
existing heating,ventilation and air conditioning ("HVAC")equipment,electrica~plumbing,and
lighting equipment attached to the Building is part of the Building and shall remain the City's
property at the expiration or earlier termination ofthis Agreement,and shall not be removed
from the Building,unless otherwise agreed upon by the Parties hereto in writing.The Leonardo
shall sUITender all keys to the Building to City upon vacating the Building.
16.QUIET POSSESSION:The City represents and warrants that it has.good and
marketable title to the Premises (including but not limited to tlle Building),and that the Premises
is free and clear of any encumbrances.So long as The Leonardo confonns to the requirements of
this Agreement,The Leonardo shall quietly and peacefully enjoy the Premises,and the City shall
defend The Leonardo in such enjoyment and peaceful possession throughout the Initial
Occupancy Ternl and any Extended Tenn(s)of this Agreement.
17.WAIVER:The waiving of any of the covenants or provisions of this Agreement
by either Party shall be in writing and limited to the particular instance and shall not be deemed
to be a waiver of any other breaches of such covenant or any provision hereof.
18.FORCE MAJUERE:Any failure on the part of either Party to perform any
obligation hereunder,and any delay in doing any act required hereby,shall be excused if such
failure or delay is caused by any strike,labor dispute,lockout,governmental restriction,fire or
other casualty,weatller or natural disaster,damage to facilities (not caused by such Party),
conduct by third parties,or any similar cause beyond the reasonable control of the Party failing
12
to perform,to the extent and for the period that such cause continues,save and except that the
provisions of this Section shall not excuse any nonpayment when due of money hereunder.
19.ASSIGNMENT AND SUBLETTING:The Leonardo may sublease space
within the Building only with the written consent of the City,which shall not be unreasonably
withheld,conditioned,or delayed.Any such sublease must have a direct relationship to The
Leonardo's Mission and programming plan.No sublease agreements shall be in conflict with this
Agreement.Subject to the above,this Agreement and the rights and obligations of the Parties
hereunder shall not be assigned to any other person or entity without the other Party's prior
written consent.
20.LOCKER/SHOWER ROOM:The City,as part of thelmprovements,shall
construct a locker room with lockers and showers consisting of approximately 1,100 square feet
on the first floor below the Main Floor as shown on the Floor Plans (the "Locker Room").The
Locker Room may be used by employees of The Leonardo and The Leonardo's tenants,if any,
and by the City's employees whose offices are in the City and County Building,the building
occupied by the City at 600 South 200 East,the building occupied by the City known as Plaza
349,the Justice Court Building occupied by the City at 333 South 200 East, and any other
building located within two blocks of the Building (the "Locker Room Authorized Users")..The
Locker Room shall be accessible for use by the Locker Room Authorized Users pursuant to a
separate,undergrOlllldentrance.The Leonardo and the City shall jointly manage the use of the
Locker Room so that the Locker Room may be equally used and enjoyed by the Locker Room
Authorized Users.The Leonardo and the City may establish reasonable rules and regulations
relating to the use of the Locker Room,which rules must be mutually approved by the Parties.
Furthennore,the City shall be responsible for the maintenance and janitorial upkeep of the
Locker Room,and The Leonardo shall be responsible to pay all water and other utility costs
associated with the operation and use of the Locker Room.Under no condition shall the .use of
the Locker Room create a burden upon,interfere with,or hinder the use of the Building by The
Leonardo,nor shall The Leonardo unreasonably deny access to the locker room to any City
employee.As part of the construction project,the City shall ensure that the Locker Room is
properly secured.
21.INSURANCE:
21.1.General.Any insurance coverage required of The Leonardo herein that is
written on a "claims made"form rather than on an "occurrence"foml shall (i)provide full prior
acts coverage or have a retroactive date effective before the date of this Agreement,and (ii)be
mailltained for a period of at least three (3)years following the end of the temlofthis Agreement
or contain a comparable "extended discovery"clause.Evidence of current extended discovery
coverage and the purchase options available upon policy tennination shall be provided to the
City.All policies of insurance provided shall be issued by insurance companies licensed to do
business in the State of Utah and either (1)listed on the United States Treasury j)epartment's
Listing of Approved Sureties (Department Circular 570)(as amended),or (2)currently rated "A-
"or better by A.M.Best Co..Each Party shall cause copies of certificates of insurance to be
fumished to the other Party concurrently with or prior to the signing of this Agreement.If
requested,The Leonardo shall also cause copies of the insurance policies required by this
13
Agreement to be provided to the City.In the event that governmental immunity limits are
subsequently altered by legislation or judicial opinion,The Leonardo shall provide a new
celtificate of insurance within thirty (30)days after being notified thereof in writing by the City,
certifying coverage in compliance with the modified limits or,if no new limits are specified,in
an amount acceptable to the City.The City may satisfy its insurance obligations through self-
insurance.
21.2.Worker's Compensation Insurance.Each Party shall obtain and n1aintain
during the Tenn of this Agreement worker's compensation and employer's liability insurance
sufficient under Utah law to cover all of such Party's employees employed at the Building.In
the event The Leonardo subcontracts any work or subleases any space in the Building,The
Leonardo shall require its subcontractor(s)orsublessees similarly to provide worker's
compensation insurance for all of the latter's employees,unless a waiver of coverage is allowed
and acquired pursuant to Utah law.
21.3.Commercial General Liability Insurance.The Leonardo shall secure and
maintain during the Tenn of this Agreement commercial general liability (CGL)insurance with
the City as an additional insured,in the minimum amount of $2,000,000 per occurrence with a
$3,000,000 general aggregate and $3,000,000 products and completed operations aggregate.
These limits can be covered either under a CGL insurance policy alone,or a combination of a
CGL insurance policy and an umbrella insurance policy and/or a CGL insurance policy and an
excess insurance policy.The policy shall protect the City,The Leonardo,and any subcontractor
or sublessee from claims for damages for personal injury,including accidental death,and from
claims for property damage that may arise from The Leonardo's operations under this
Agreement,whether perfonned by The Leonardo itself,any subcontractor or sublessee,or
anyone directly or indirectly employed by either of them.Such insurance shall provide coverage
for premises operations,acts of independent contractors,products and completed operations.The
City represents and warrants that it is self-insured pursuant to the provisions of Utah Code
Section 63G-7-80l and may levy an aImual property tax sufficient to pay any claim,settlement,
or judgment pursuant to the provisions of Utah Code Section 63G-7-704.The minimum limits
aI1d coverage of liability insurance shall not limit The Leonardo's indemnification obligations
hereunder.
21.4.Casualty InsuraI1ce.The City shall maintain in full force and effect during
the Tem1 of this Agreement a primary and non-contributing policy or policies of commercial
"All-risk"(also lmown as a "Special Perils Fom1")insurance covering fire and extended
coverage,vandalism and malicious mischief,sprinkler leakage,and all other insurable perils of
direct physical loss or damage which are customarily found in all-risk policies for similar
buildings located in Salt Lake County,and any other coverage mutually agreed to by the Parties
for the full replacement value of the Building and the fixtures and equipment affixed thereto and
considered a paIt thereof.The City shall set the amount of any deductible and The Leonardo
shall pay any deductible unless the City causes the loss to which the deductible relates,provided
that such deductible shall not be in excess of $10,000.It is agreed that the City may satisfy its
obligations under this Section tluough a reserve fund established purSUaIlt to Utah Code Section
63G-7-703.If a third-party insurance policy is available that provides similar or better coverage
at a lower cost,The Leonardo may obtain a policy of insurance from such third-party insurance
14
carriers,in lieu of the policy otherwise maintained by the City in cOlmection with this Section.
Such policy shall include at least the same coverage as provided in this Section.
The insurance proceeds shall be released to the City in accordance with Section 22 of this
Agreement to reconstruct the Building.
The Leonardo shall pay the premium allocable to the Building for the insurance maintained by
the City pursuant to tlus Section 21.4.
21.5.COImnercial Automobile Liability Insurance.The Leonardo shall
maintain during the Tenn of this Agreement .commercial automobile liability insurance that
provides coverage for owned,hired,and non-owned automobiles in the minimum amount of a
combined single limit of $2,000,000 per occurrence or $1,000,000 liability per person,
$2,000,000 liability per occurrence,and $250,000 property damage.These limits can be reached
either with a commercial automobile liability insurance policy alone,or with a combination of a
commercial automobile liability insurance policy and an umbrella insurance policy and/or a
commercial automobile liability insurance policy and an excess insurance policy.
21.6.Insurance Non-cancelable for 30 Days.All required certificates and
policies provided by The Leonardo shall provide that coverage thereunder shall not be canceled
or modified without providing,in a malJl1er approved by the City Attorney,30 days prior written
notice to the City.
21.7.Personal Property Insurance.Subject to Section 21.9,each Party shall
insure,or cause to be insured,all personal property of such Party or of its tenants,licensees,or
employees located within the Building.Neither Party shall pernlit the Building to be used for
any purpose that would render the insurance thereon void.or canse cancellation thereof or cause
the insurance risk to be more hazardous,or increase the insurance premium in effect at the time
of the commencement of the Ternl.Neither Party shall keep,use,or sell,or pennit to be kept,
used,or sold in or about the Building any article or materials that are prohibited by law.
21.8.Waiver of Certain Rights.With respect to any loss or damage that may
occur to the Building (or any improvements thereon)or the respective property of the Parties
therein,arising from any peril customarily insured under a fire and extended coverage insurance
policy,regardless of the cause or origin (to the extent allowed by law),including negligence of
the Parties,their agents,servants,tenants,licensees,or employees,each Party hereby releases the
other Party from all claims with respect to such loss;arld each Party agrees that it and its
insurance company,if any,shall have no right of subrogation against the other Party on account
of any such loss,and each Party shall procure from its respective insurers under all policies of
fire and extended coverage insurance a waiver of all rights of subrogation against the other Party
which the insurers might otherwise have under such policies.
21.9.Insurance of Artwork.The City shall maintain in full force and effect during
tlle Tenll of this Agreement replacement cost propelty insurarlce or,where applicable,fme arts
coverage,for the artwork owned by the City within the Building,including without limitation
insurance for the following artwork:(a)the Doug Snow mural;(b)the.To Roper sculptured wall on
15
the south side of the Building;and (c)the Caravaglia fountain sculpture in the Atrium Garden.The
City shall set the amount of any deductible and The Leonardo shall pay any deductible unless the
City causes the loss to which the deductible relates,provided that such deductible shall not be in
excess of $10,000.It is agreed that the City may satisfy its obligations under this Section through
a reserve fund established pursuant to Utah Code Section 63G-7-703.
The Leonardo shall pay the premium allocable to the artwork in the Building for the insurance
maintained by the City pursuant to this Section 21.9.
22.DAMAGE/DESTRUCTION:If fifty percent (50%)or greater of the Building is
wholly or partially destroyed by fire or other casualty at any time during the Initial Occupancy
Term or any Extended Term(s),The Leonardo or the City shall have the right to terminate this
Agreement by providing written notice to the other party within sixty (60)days after the casualty
event.If this Agreement is tenninated,the proceeds of the insurance maintained by the City
pursuant to Section 21.4 shall be paid and released to the City.If this Agreement is not
temlinated by The Leonardo or the City as provided above,the proceeds of insurance maintained
under Section 21.4 shall be released to the City and the City shall,as soon as commercially
possible and in no event later than within sixty (60)days after such damage occurs commence
the plmming and design for the repair,restoration and reconstruction of the Building (and
thereafter diligently pursue them to completion)consistent with the final plans,including any
fixtures and equipment that are deemed part of the Building,except as may be otherwise agreed
upon by the Parties.Notwithstanding the above,if the Building is substantially danlaged or
destroyed and the City desires to construct a new or different Building on the Property,the City
shall notify The Leonardo in writing alld the Parties shall meet to discuss the possibility of
replacing the Building with a new building and having The Leonardo occupy the new building.
During any period The Leonardo cannot reasonably use the Building for The Leonardo's
intended use due to any damage to the Building during the Initial Occupancy Tenn or Extended
Teml(s)of this Agreement,as applicable,such applicable Tenn shall be tolled and The
Leonardo's obligation to pay rent or ally other amounts under this Agreement shall be abated
until such time as The Leonardo is able to reasonably use the Building for The Leonardo's
intended use.
23.CONDEMNATION:
23.1.Total Taking.If the entire Building is taken under the power of eminent
domain,this Agreement shall automatically temlinate as of the date The Leonardo is required to
vacate the Building,and the City mld The Leonardo shall each thereafter be released from any
further liability under this Agreement,except for any provisions hereof that shall survive the
temlination of this Agreement.
23.2.Pmiial Taking.If a portion in excess of twenty percent (20%)of the
squm'e footage of the Building is taken under the power of eminent domain,either Party may
temlinate this Agreement as of the date The Leonardo is required to vacate the Building,upon
thirty (30)days prior written notice to the other Party.If this Agreement is not tenninated,The
Leonardo shall remain in that portion of the Building not so taken and,in that event,the City
shall,at the City's sole cost and expense,restore the remaining portion of the Building as soon as
16
possible to a complete unit of like quality and character as existed prior to such taking and The
Leonardo,at its sole cost and expense,shall repair,restore,and rebuild The Leonardo's
furnishings,fixtures,equipment and other personal property located within the Building,if
applicable.
23.3.Condemnation Awards.If this Agreement is temlinated due to
condemnation,or any portion of the Building is taken but this Agreement remains in effect with
respect to any portion not so taken (pursuant to Section 23.2 above),any and all awards or
proceeds from such condemnation shall be payable to The Leonardo up to the total amount ofthe
proceeds,insurance,or other funds and any other awards that may be payable to The Leonardo
under law.Any condemnation award in excess of such proceeds,insurance,or other funds or
awards shall be payable to the City.
24.INDEMNITY:As a contractual obligation and material consideration of this
Agreement,each Party ("Indemnifying Party")shall indemnify,save harmless,and defend the
other Party,its agents and employees,from and against any and all suits,actions,liens,damages,
claims,liability,and expense (including attorney's fees,witness fees,discovery and investigative
costs,and other legal related expenses)in co:nnection with or arising out of the active or passive
negligence or action of the Indemnifying Party,and/or its agents,servants,contractors,and
employees.In the case of The Leonardo,such obligation also applies to any actions or damages
resulting from The Leonardo's contracts with third parties relating to the Building,including any
rotating or special exhibits and including without limitation the contract with ExNet.Nothing
herein shall require the IndenmifYing Party to indelll1lify the other Party for the other Party's own
negligence or action.
25.DEFAULT:
25.1.The following shall be deemed events of default of this Agreement:
25.1.1 Either Party ("Defaulting Party")fails to pay any anlount to the
other Pmiy ("Non-defaulting Party")when the same is due,and such failure continues for thirty
(30)days after the Non-defaulting Pmiy has given the Defaulting Pmiy wlitten notice specifying
the amount due.
25.1.2 The Defaulting Party fails to observe and perform any other
provision of this Agreement to be observed or perfoDned by the Defaulting Party,where such
failure continues for ninety (90)days (except where a different period of time is specified in this
Agreement)after written notice by the Non-defaulting Party to the Defaulting Party.If tile
nature of such default is such that the default cmmot be cured within such ninety (90)day (or
other)period,the Defaulting Party shall not be deemed to be in default if the Defaulting Party
shall within such period have commenced such cure and thereafter diligently prosecutes the same
to completion.
25.1.3 After the commencement of the Initial Occupancy Ternl,The
Leonardo fails to continuously occupy mld to use the Building consistent with The Leonardo's
mission,as defined in this Agreement,for a period of ninety (90)consecutive days,and
17
thereafter fails to continuously occupy and use the Building consistent with The Leonardo's
Mission for an additional period of thirty (30)consecutive days after receipt of a written notice
from the City.For purposes of this Section 25.1.3,failure to occupy and use the Building shall
not include reasonable periods of vacancy or non-occupancy due to:(a)damage,destruction,
condemnation,remodeling,repairs,or restoration of or to the Building;(b)transition of
occupation of portions of the Building by tenants or licensees;(c)progranmling,arranging,
preparing,and setting up exhibits within the Building;and (d)transitions between exhibits and
displays,so long as other portions of the Building are being occupied and used by The Leonardo
consistent with The Leonardo's mission.
25.2.If an event of default occurs,the Non-defaulting Party shall have the right
to:(a)tenninate this Agreement upon fifteen (15)days prior written notice to the other Party;or
(b)pursue any and all other rights and remedies available under this Agreement,at law,or in
equity.Notwithstanding the above,because of the up-front costs incurred by The Leonardo
associated with the Building,it is acknowledged and agreed by the City that the City calmot
temlinate this Agreement unless The Leonardo breached a substantial and material term of this
Agreement.Notwithstanding anything herein to the contrary,failure to pay base rent or any
other amount due under this Agreement within six (6)months after written notice ofdelinquency
is issued by the City shall be deemed a substantial and material breach of this Agreement.If this
Agreement is temlinated,The Leonardo shall remove from the Building its fixtures,furnishings,
equipment,and personal property and surrender the Building in the condition as required under
this Agreement,and The Leonardo shall have a reasonable anlount of time to remove such items
and repair the Building.If The Leonardo fails to remove any of its movable personal.property
from the Building upon the temlination of this Agreement,the City may remove,store,sell,and
dispose of such personal property in accordance with applicable law.
25.3.Dispute Resolution.Notwithstanding anything herein to the contrary,if
there is a dispute concerning the existence of all event of default,the Parties agree to amicably
attempt to resolve the dispute using good faith efforts,including,if requested by either Party,
paliicipation in non-binding mediation.The Parties shall equally share the cost of the mediator.
26.REPORTING:On an annual basis,The Leonardo shall provide a copy of its (a)
finallcial statements alld a report relating to the perfonnance of The Leonardo during the
preceding year to the City,within ninety (90)days following the end of The Leonardo's fiscal
year,and (b)annual budget (approved by The Leonardo Board of Trustees)for the then-current
fiscal year,within thirty (30)days following the commencement of such fiscal year.
Notwithstanding the foregoing,the substance of any such infomlation provided pursuant to this
Section shall not,in and of itself,be grounds upon which the City may declare The Leonardo to
be in default ofthis Agreement.To the extent allowed by law,all infonnationprovided by The
Leonal'do pursuant to this Section shall be confidential and not subj ect to public disclosure under
the Government Records Access and Management Act,Utah Code Title 63G,.Chapter 2.
27.NOTICES:All notices,requests,demallds,and other communications hereunder
shall be in writing and shall be given by (i)established express delivery service which maintains
delivery records,(ii)hand delivery,or (iii)certified or registered mail,postage prepaid,retum
18
receipt requested,to the Parties at the following addresses,or at such other address as the Parties
may designate by written notice in the above maImer:
The Leonardo
SALT LAKE CITY CORPORATION
clo Facilities Division
248 East 600 South
Salt Lake City,Utah 841 I1
With a copy to
clo Property Management
P.O.Box 145460
Salt Lake City,Utah 84114-5460
The Leonardo at Library Square
209 East 500 South
Salt Lake City,Utah 84 II1
Attention:Executive Director
The Leonardo shaIl make any payments to the City to the address for the City set forth above.
Notwithstanding the foregoing,during the Pre-Occupancy Period (e.g.,prior to The Leonardo's
occupancy of the Building),notices to The Leonardo shall be sent to The Leonardo at Library
Square,P.O.Box 2129,Salt Lake City,Utah 84110).
28.REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY
OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES:
The Leonardo represents that it has not:(1)provided an illegal gift or payoff to a City
officer or employee or former City officer or employee,or his or her relative or business
entity;(2)retained any person to solicit or secnre this Agreement upon an agreement or
understanding for a commission,percentage,or brokerage or contingent fee,other than
bona fide employees or bona fide commercial selling agencies for the purpose of securing
business;(3)knowingly breached any of the ethical standards set forth in City's conflict of
interest ordinance,Chapter 2.44,Salt Lake City Code;or (4)knowingly influenced,and
hereby promise that it will not knowingly influence,a City officer or employee or former
City officer or employee to breach any of the ethical standards set forth in City's conflict
of interest ordinance,Chapter 2.44,Salt Lake City Code.
29.TIME:Time is of the essence in this Agreement and of every term,covenant,
and addition herein contained.
30.SUCCESSORS AND ASSIGNS:AIl of the rights and obligations of the Parties
under this Agreement shall be binding upon and inure to the benefit of the respective heirs,
executors,and their permitted successors.This Agreement shall not be assignable.
31.INTERPRETATION:The captions by which the sections of this Agreement are
identified are for convenience only and shaIl have no effect upon the interpretation of this
Agreement.The Parties acknowledge and agree that all of the temlS and conditions of this
Agreement are contractual in nature and shall be interpreted under any applicable law as
contractual obligations,and each Party waives any claims or defenses to the contrary.Vvhenever
19
the context so requires,the singular shall include the plural,the plural shall refer to the
singular,and the neuter gender shall include the masculine and feminine genders.This
Agreement shall be interpreted in a reasonable maImer to give effect to the Parties'intentions as
set forth herein.
32.CITY IS A GOVERNMENTAL ENTITY:The Leonardo is hereby informed
that the City is a governmental entity under the Govenmlental Immunity ActofUtah,Utah Code
AIm.§§63G-7-101 et seq.(2008)(the "Act").The Parties acknowledge that all of the tenns and
conditions contained herein represent contractual obligations as such tenn is used in Utah Code
Ann.§63G-7-301 (l)(a)(2008).Nothing in this Agreement shall be construed to enlarge or
lessen any rights ofthe Parties under the Act.
33.AUTHORITY TO EXECUTE:Each person executing this Agreement
individually and personally represents and warrants that he or she is duly authorized to execute
and deliver the SaI1le on behalf of the entity for which he or she is signing,aI1d that all corporate
and/or legislative authority aI1d approvals,as the case may be,have been obtained,and that this
Agreement is a binding obligation on such entity.
34.NO AGENCY:In assuming and performing the obligations of this Agreement
including but not limited to any obligations relating to The Leonardo's prograI11ming,the City
and The Leonardo are each acting as independent parties as landlord and tenaI1t,respectively,
and neither shall be considered or representitself as a joint venturer,partner,agent,or employee
of the other.There is no intent by either Party to create or establish third party beneficiary status
or rights in aI1Y third party,aI1d no such third party shall.have any rightto enforceaI1y right or
enjoy any benefit created or established under this Agreement.
35.APPLICABLE LAW:TIllS Agreement shall be interpreted in accordance with
and enforced under the laws of the state of Utah.
36.ENTIRE AGREEMENT:This Agreement constitutes the entire agreement
between the Parties relating to the subject matter of this Agreement,and incorporates all prior
correspondence,communications or agreements between the Parties relating to The.Leonardo's
lease of the Building from the City,and cannot be altered or assigned except in Wliting signed by
both Parties.
37.STATE SCIENCE CENTER AGREEMENT:The City hereby represents and
wan'ants to The Leonardo that the Utah Science Center Agreement has been tenninated and is of
no further force or effect.
38.ENTRY BY THE LEONARDO:In addition to .all other rights set forth in this
Lease,dUling the Pre-Occupancy Period The Leonardo and its consultants and contractors shall
have the right at all reasonable times and upon reasonable notice to the City to enter the Building
to:(a)inspect and examine the Building;and (b)show the Building to prospective donors;
provided,however,that the City shall have the right to reasonably object to such entry by The
Leonardo in the event of health or safety concems.The City shall not be obligated to provide
electricity and other utility service to the Building before the Commencement Date,except to the
20
extent to prevent damage to the Building.The Leonardo shall enter into the Building during the
Pre-Occupancy Period at its sole risk and hazard.
[Remainder ofPage Intentional~l'Le/i Blank.}
21
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the day
and year first above written.
By:
Its:
"The Leonardo"
"City"
THE LIBRARY SQUARE FOUNDATION
FOR ART,CULTu;t}E AND SCIENCE
FOUNDATION,.a'T.Jtah nonprofit corporation
(/;J\t-ji,/\..../r8.lC(,';·)t·~PlfpdiJ {;
ILL ,I-<c/..'-O!r:1..o
SALT LAKE CITY CORPORATION,a Utah
municipal corporation
By:~~Rlll])B~Mayor
Attest and Countersign:RECOR 0E0
~12 cz1<]..ei'-PA ~JUN 2/:2009
CITY RECORDER C.lTV RECORDER
Approved as to foml:
se::iL Z~o=.~-----
:55.
The foregoing instru efore me this __day of-:-::=-=-=-==-:=-=-
2009 by the of THE LIBRARY SQUARE
FOUNDATION FOR ART,CULTUR D SCIENCE,a Utah nonprofit corporation.
Notary Public
Residing at Salt Lak'
My commiss'expIres:
22
EXHIBIT A
(Property Description)
PROPERTY DESCRIPTION:LEASED PROPERTY LINE DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF BLOCK 37,PLAT "A",SALT LAKE
CITY SURVEY;THENCE NORTH 0°01'02"WEST 179.88 FEET ALONG THE WEST LINE
OF SAID BLOCK 37;THENCE NORTH 89°58'25"EAST 279.00 FEET ALONG THE NORTH
LINE OF A CONCRETE WALL;THENCE SOUTH 179.88 FEET ALONG THE EAST LINE
OF A CONCRETE WALL EXTENDED TO THE SOUTH LINE OF SAID BLOCK 37;
THENCE SOUTH 89°58'48"WEST 278.95 FEET ALONG THE SOUTH LINE OF BLOCK 37
TO THE POINT OF BEGINNING.CONTAINS 50182 SQUARE FEET OR 1.152 ACRES
MORE OR LESS.
PROPERTY DESCRIPTION:MAINTENANCE LINE DESCRIBED AS FOLLOWS:
BEGINNING AT A POlNT (TBC)ON THE EAST SIDE OF 200 EAST STREET,POINT
BEING NORTH 0°01 '02"WEST 25.17 FEET ALONG THE WEST LINE OF BLOCK 37 AND
WEST 15.28 FEET FROM THE SOUTHWEST CORNER OF SAID BLOCK 37,PLAT "N',
SALT LAKE CITY SURVEY;THENCE NORTH 0°01'00"WEST 184.01 FEET ALONG
SAID TBC TO THE EXTENDED LINE OF THE NORTH LINE OF A CONCRETE
RETAINING WALL,THENCE NORTH 89°58'25"EAST 294.28 FEET ALONG SAID
NORTH LINE OF WALL TO THE EXTENDED EAST LINE OF A CONCRETE WALL ON
THE EAST SIDE OF THE LEONARDO BUILDING;THENCE SOUTH 238.35 FEET
ALONG SAID CONCRETE WALL EXTENDING TO THE TBC ON THE NORTH SIDE OF
500 SOUTH STREET;THENCE THE NEXT 4 CALLS ALONG SAID TBC AS FOLLOWS:
SOUTH 89°55'51"WEST 288.80 FEET TO A POINT OF A 21.19 FOOT RADIUS CURVE TO
THE RIGHT;THENCE 31.27 FEET ALONG SAID CURVE;THENCE NORTH
01°01'03"WEST 16.86 FEET;THENCE NORTH 40 0 38'28"EAST 23.37 FEET TO THE POIN
OF BEGINNING,CONTAINS 70757 SQFT (1.624 ACRES)MORE OR LESS.
PROPERTY DESCRIPTION:EXCEPTING THAT PORTION FOR UTILITY ACCESS OF A
WATER VALVE DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE EAST RIGHT OF WAY LINE OF 200 EAST STREET,
SAID POINT BEING NORTH 0°01 '02"WEST 95.19 FEET FROM THE SOUTHWEST
CORNER OF BLOCK 37,PLAT "A",SALT LAKE CITY SURVEY;THENCE GOING WEST
8.00 FEET;THENCE NORTH 7.00 FEET;THENCE EAST 8.00 FEET;THENCE SOUTH
7.00 FEET TO THE POINT OF BEGINNING,CONTAINS 56 SQFT MORE OR LESS.
PROPERTY DESCRIPTION:SHARED USE DRIVEWAY DESCRIBED AS FOLLOWS:
23
BEGINNING AT A POINT ON THE EAST RIGHT OF WAY LINE OF 200 EAST STREET,
SAID POINT BEING NORTH 0 0 01 '02 "WEST 179.88 FEET FROM THE SOUTHWEST
CORNER OF BLOCK 37,PLAT "A",SALT LAKE CITY SURVEY;THENCE NORTH
0 0 01 '02"WEST 29.30 FEET ALONG THE WEST LINE OF SAID BLOCK 37;THENCE
NORTH 89°58'48"EAST 279.01 FEET ALONG THE NORTH LINE OF A CONCRETE
RETAINING WALL;THENCE SOUTH 29.30 FEET TO THE NORTHEAST CORNER OF A
CONCRETE WALL OF THE LEONARDO CENTER;THENCE SOUTH 89°58'48"WEST
279.00 FEET ALONG THE NORTH LINE OF SAID CONCRETE WALL EXTENDING TO
THE POINT OF BEGINNING,CONTAINS 8179 SQFT (0.188 ACRES)
24
15.27'1-.II~_-L_..£.9£..Jl~1::;1L__24.00'tn~~toB.g~.$1-g'o.....,"cl~.U>(l)U>~"~"l~"~~~'"o~rU97II "I~III;;1~ILEONARDOBUILDINGSB9'58'4S':"W378.95'R/lI~I-~_E'~--~lI5J:oe"S":TI\1)''''~:POB.iLcORNffi---II1~i~•~III~8.oo1ll::•.m;;;r,0$~~~POOEXCEPllNGP&'f-~!~pP8z~';'~n~';'"'~0/~II.~I~~I~~~rnC~~1~~209.18tov.T:\Su.....ey_dW911\SUI'V'/I)IIndlllc\Gulla\Jobll\DESlGN\2009\03libraryLeonardoComei\LEONARDO.d\llll
EXHIBIT C
(Construction Budget)
See attached.
February September
Hybrid New Scope 12 May 09 recap comments
**Limited to Scope
BUilding Cost Summary Items lIsted*'"
$
L1 02 Siteworks &Demolition 384,989
$
L2 03 Concrete 39,196
$
L3 04 Masonry 39,000
$
L4 05 Metals 72,200
$
L5 06 Woods &Plastics 48,120
07 Thermal &Moisture $
L6 Protection 296,213
$
L7 08 Doors &Windows 146,282
$
L8 09 Finishes 300,552
$
L9 10 Specialties 72,766
L10 11 Equipment nic
$
L11 12 Furnishings 6,257
$
L12 13 Special Construclion 1,850,000
$
L13 14 Conveying Syslem 168,000
$
L14 15 Mechanical 2,663,681
$
L15 16 Electrical 1,520,684
$
L16 Sub Total 7,607,939
L17
General Condilions (9%&$
L18 6%)456,476
$
L19 Overhead &Profit (4%)304,318
Design Contingency &Bid $
L20 Package Incr (10%)380,397
Total
R
e
m
o
d
e
l
Construclion $
L21 Cost 8,749,130
$Includes $100k for
L22 LEED 135,000 documentation
$
L23 SHPO Allowance 150,000
$
L24 Subtotal Conslruction Cosl 9,034,130
$
L25 Inflation (10 Feb 'Og)304,258
26
L26
$
L27 Total Construction Cost 9,338,388
L28 Soft Cosls
Project Programming $additional study
L29 Expenses Ihru 07/07 350,000 costs Incurred
$
L30 Demolition Permit 2,300
$
L31 Plan Check Fees 31,023
$
L32 Building Permit 47,728
$
L33 1%State Permit Fee 477
$
L34 Impact Fees 30,000
$
L35 Geotechnical/Soil Study 30,000 Seismic
Environmental $
L36 Studies/Remediation 10,000
City Engineering Mgt Fee $
L37 (1.5%)140,076
$
L38 Project Delivery System 130,000 ESCO Coordination
Architectural Design Fees $
L39 7%653,687
$
L40 Architectural Reimbursables 40,000
$
L41 Enhanced Commissioning 75,000
Accelerate Hazmat and $
L42 Demo
Owner's Construction $
L43 Contingency 933,839
Special Inspection and $
L44 Testing 25,000
Art (1 %&included in $
L45 exhibits)93,384
$
L46 Total Soft Costs 2,592,514
L47
$
L48 Total Base Project Costs 11,930,902
L49
L50 City Alternates
L51
Blue Sky Solar Panels w/Included in Electrical $SeeL38 for funds,
L52 Partial RMP Grant Div.16 item L199 200,000 220 KW?
Braced frame additional $
L53 cost 594,519
$
L54 #3 Auditorium Renovation 646,178
L55 ADD LEO Prioritized alternates here I
$
L56 Total Alternates 1,440,698
L57
Total Project Cost with $
L58 Alternates 13,371,600
L59
02 SITEWORK &
L60 DEMOLITION
27
L61 Demolition
L62 Remove Existing stairs nic
$
L63 Wall sawculting 8"1,572
$
L64 Wall sawcutting 12"593
L65 Remove existing lockers nic
L66 Demolish escalator nic
L67 Demo millwork nic
Remove existing
L68 dumbwaiter nic
L69 Demo escalators ceiling nic
Demo exterior glazing at $
L70 shealWalls 9,243
L71 Demo pianter wall nic
Demo planter at parkin9
L72 garage nic
$
L73 Asbestos abatement 135,000
$
L74 Demo plumbing fixtures 1,560
L75 Demo stepped slab nic
$shorten coves at
L76 Demo ceiling coves 22,911 seismic braces
Remove escalators framing
L77 members nic
L78 Demo soffit glazing nic
Demo N &S vestibules $
L79 (tempered glass)1,134
Demo concrete waH at
L80 stailWell perimeter nic
Sawcut concrete wall at
L81 stairwell perimeter nic
$
L82 Remove Existing roof 29,859
$
L83 Electrical demolilion 82,914 full electrical scope
$
L84 Mechanical demolition 41,457
L85 Demo interior wall nic
$
L86 Painting protection 5,000
$
L87 Miscellaneous sawcutting 10,000
$
L88 Subtotal demolition 341,243
L89
L90 Earthwork
L91 Site repair nic
$
L92 New Sanitary Sewer 10,000
$
L93 Subtotal earthwork 10,000
L94
L95 Site concrete
$
L96 Repair concrete steps 10,611
$
L97 Cut in pedestrian access at site wall 10,000
L98 Curb cut at vehicle access $
28
11,875
Pedestrian walk at vehicle $
L99 access 1,260
$
L100 Subtotal Site concrete 33,746
L101
TOTAL SITEWORK &$
L102 DEMOLITION 384,989
L103
L104 03 CONCRETE
Miscellaneous concrete $
L105 repair 30,000
$
L106 Floor patch 9,196
L107 Floor infill nic
$
L108 TOTAL CONCRETE 39,196
L109
L110 04 MASONRY
$
L111 eMU Infills 39,000
$
L112 TOTAL MASONRY 39,000
L113
L114 05 METALS
L 115 New stairs nic
L116 Landing at stairs nic
Free standing railing at
L117 interior locations nk
$
L118 Modify existing railin9s 22,200
L119 Wall mounted railing nic
$
L120 Existing fire stair rail to code 10,000
$
L121 Miscellaneous steel 40,000
$
L122 TOTAL METALS 72,200
L123
L124 06 WOOD &PLASTICS
L125 Carpentry
$
L126 Wood plates &blocking 12,880
$
L127 Fire-rated plywood backing 30,240
$
L128 subtotal carpentry 43,120
L 129
L130 Millwork
L131 Ticket counter nic use existing
L 132 Coat room shelving nic use existing
$re attaching WQod
L133 Miscellaneous millwork 5,000 paneling
$
L134 Subtotal for millwork 5,000
L 135
TOTAL WOOD &$
L136 PLASTICS 48,120
L137
29
L138 07 THERMAL &MOISTURE PROTECTION
$
L139 R-30 Ri9id insuiation 68,805
R-19 sprayed in at 3d fioor $
L140 pienum 68,635
Exterior wall at 2nd floor,
L141 stud.Gyp.Insulation nic
$
L142 Sound Batt 3,840
$
L143 Singly ply roof membrane 68,805
Tray garden waterproofing
L144 repair nic see division 13
$
L145 Metal wail cap (Kynar)17,853
$
L146 Metai flashings 23,275
Cap at precast panels &$
L147 misc.repair 25,000
$
L148 Caulking &sealants 20,000
TOTAL THERMAL &$
L149 MOISTURE 296,213
L150
L 151 08 DOORS &WINDOWS
New interior single wood $
L152 doors 3,270
L153 Sound door single nic
New double aluminum $
L154 doors 6x7 7,700
NIS entrance mod 8x10 See Line L55 for
L155 aluminum doors See Leonardo add alter
NIS entrance new $
L156 storefront -tempered 21,718
New hardware at existing $
L157 door 10,000
Modification at existing $
L158 entry doors 5,600
Replace stairweil doors wi $
L159 rated doors 26,100
Interior glazing 3d floor $
L160 enclosure 28,614
L161 Repair existing glazing Done prior Done prior completed in Feb 09
Re-instail glazing at $necessary for
L162 concrete shearwail 43,280 braced frame
TOTAL DOORS &$
L163 WINDOWS 146,282
L164
L165
L166
L167 09 FINISHES
6"Metal stud interior $
L168 partition 22,800
6"Metal stud furring at
L169 exterior waH nic
Shaftwall at mechanical $shaftwall repair due
L170 shaft 6,000 to construction
L171 Minimum cafe fit out nic
5/8"abuse resistant $
L172 gypsum 25,600
30
$
L173 Tie in new walls at existing 2,000
Patch and repair existing $
L174 walls 5,500
Suspended gyp board $
L175 ceiling 3,825
Gypsum soffits -2nd fi.
L176 sphere humanity nic
L177 Acoustical spray waffle siab nic
$
L178 Skim patch existing ceiiing 1,419
$
L179 Texture existing beams 92,536 Register Surrounds
New ceiiing cove wiih metal
L180 at escalator nic
L181 6x6 Unistrut frame nic
L182 Acoustic ceiling nlc
Ceramic fioor tiie at $
L 183 restroom 10,350
$
L184 Ceramic tile base 2,280
Ceramic wall tiie at $
L185 restrooms 20,264
$
L186 Carpet 10,500
$
L187 Resilient flooring 36,300
$
L188 Rubber base 1,450
$
L189 PainVstain doors &frames 3,510
PainVstain existing doors &$
L190 frames 2,850
$
L191 Paint interior masonry 1,771
$
L192 Paint interior gyp 8,000
$
L193 Paint ceiling 495
L194 Paint existing ceiling beams nic
L195 Paint exposed ceiiing nic
Architectural repair at $
L196 shearwails 30,000 Drag Strut repair
Mechanical area clean,$
L197 paint 10,000
$
L198 Seal interior concrete 3,102 House keeping
$
L199 TOTAL FINISHES 300,552
L200
L201 10 SPECIALTIES
$
L202 Fire extinguisher 2,346
$
L203 Chain link @ storage area 2,590
$
L204 Toiiet partition ADA 5,100
$
L205 Toilet partition standard 11,250
Toiiet partition doors at 2nd $
L206 &3d floor 7,000
31
$
L207 Urinal screens 1,800
$
L208 Grab bars 1,170
$
L209 Restroom mirrors 152
$
L210 Toilet tissue dispensers 1,950
$
L211 Electric hand dryers 11,200
$
L212 Locker bench 1,308
$
L213 Relocate existing iockers 1,900
L214 Double tiered metal lockers na
$
L215 Identifying devices 25,000
$
L216 TOTAL SPECIALTtES 72,766
L217
L218 11 EQUIPMENT
L219 Kitchen exhaust nic
L220 TOTAL EQUIPMENT nk
L221
L222 12 FURNtSHINGS
L223 Roller shades 1st floor nic
$
L224 Entrance Mat 5,634
$
L225 Shower curtains 623
$
L226 TOTAL FURNISHINGS 6,257
L227
13 SPECIAL
L228 CONSTRUCTIONS
$
L229 Tray garden repair 50,000 replacement
Waler fealure at tray garden
L230 (donor)nic
$
L231 Seismic Upgrade 1,800,000
L232 Pile cap inc!
L233 Mlcropiles at new footings inc!
Core drilling at existing
L234 footing/slab incl
18"conc.shear wall full
L235 height.5,000 PSI inc!
Reinforce pre-cast panels -
L236 angle@ 2 fl.s inc!
Epoxy dowel at existing
L237 beams incl
Epoxy dowel connection at
L238 foundation wall incl
Epoxy dowel connection at
L239 columns incl
L240 Core drilling at floor beam incl
L241 Miscellaneous sawGutting inc!
TOTAL SPECIAL $
L242 CONSTRUCTIONS 1,850,000
L243
32
L244 14 CONVEYING SYSTEMS
Return 2 elevators to $
L245 normal operations 108,000
Escalator renovation 2-3d $
L246 lloor 60,000
TOTAL CONVEYING $
L247 SYSTEMS 168,000
L248
L249 15 MECHANICAL
L250 HVAC
$
L251 Air handler -120,000 CFM 474,000
$
L252 Air Handler -40,000 CFM 158,000
$
L253 Cooling tower on rool wlcoll 60,000
$
L254 Repair exisitng ductwork 92,127
$
L255 New pumps 45,000
New reheats at shaftwall $
L256 penetration 270,000
$
L257 Heat exchanger 65,000
$
L258 Connect to plant piping 20,000
$
L259 Hydronlc piping 244,137
$
L260 Valves 13,650
General cleanup 01 motors,
L261 belts,valves incl
Add lire smoke dampers at
L262 shalt penetrations inc!
Smoke evac system -$
L263 Smoke detect.In Div.16 250,000
L264 Smoke control system incl
$
L265 New ductwork 275,000
$
L266 Ductliner 51,475
$
L267 Temperature controls 244,137 Br4SC?
L268 Control modilications na
$
L269 Exhaust lans medium 21,900
Fire dampers at 3d lioor $
L270 penetration 50,000
$
L271 New registers and grilles 15,500
$
L272 Utility metering 20,000
$
L273 Outdoor air monitoring 23,500
$
L274 Test and balance 16,350
$
L275 TOTAL HVAC 2,409,776
L276
Fire Sprinklers $
L277 Modifications Only 88,673
33
L278
L279 Plumbin9
$
L280 Toilets ADA 2,880
$
L281 Toilets Standards 6,800
$
L282 Waterless urinals 16,500
$
L283 Showers-Bikers 3,800
$
L284 Lavs 2,650
$
L285 New faucets at eXisting lavs 1,590
$
L286 3d fioor handicap toilets 16,000
One compartment sink at $
L287 exhibits 2,320
$
L288 Restroom repair allowance 50,000
$
L289 Wali mounted lavs 1,995
$
L290 Thermostatic mixing valves 7,800
L291 Sink rough-in nlc
$
L292 Floor drains 500
$
L293 Mop sink 680
$
L294 Water lines 23,160
$
L295 WasteNent lines 23,557
$
L296 Clean &fiush lines 5,000
$
L297 TOTAL PLUMBING 165,232
L298
$
L299 TOTAL MECHANtCAL 2,663,681
L300
L301 16 ELECTRICAL (EC for hybrid,Spectrum for new scope)
$
L302 New fire alarm system 225,000
L303 New main electrical service in L306
Lighting relamp &baliast exisitng
L304 fixtures in L308
L305 Lighting controls in L308
$
L306 Service and distribution 391,540
$
L307 Power 244,137
Lighting (track heads in $
L308 exhibit bUdget)489,572
L309 Telecommunication nic
$
L310 PA system 64,489
Security -card access &$
L311 CACTI 105,946
L312 PV system aliowance See L52
34
L313 TOTAL ELECTRICAL
$
1,520,684
HB _A TTY -#86 J l-v3-Leonardo_Jease_agreemenU-20-09.DOC
35
Salt Lake City Corporation
Contract Activation
Contract Nbr:03 1 09 3992 Status:A City Wide:N
--,--"~._~
Title:Tl:iE~1!3.~RY~<.:lt,J~f{~E F()~U~IJA TI()~~L_~~~~(~~S~t\I~
Vendor 3?~~~g~~()N:"_f{lJ()~L!E3~~~~<.:l FOUt\l~[)~11()t\I:11-1~~~
Dept Contact:LINDA BENTON
"'__'>~fr"c-"~~_.,..~~"~~,-...o..._~""_~~"__,,,"m_"_._"..o."'_'~~'"~'_"_"'__~Ym_
Starts:6/23/2009 Ends:
.."_,"_,~~~__~,~...~~~,·,,·__m"~.,,_,_
Term:20 Units:YR
Limit:$0.00
Contract Activation was successful.