Resolution 12 of 2013

RESOLUTION NO. 12 OF 2013

Authorizing the approval of an interlocal cooperation agreement between Salt Lake County, Utah, Salt Lake City Corporation, and the Redevelopment Agency of Salt Lake City (RDA) relating to the ownership of the Utah Performing Arts Center (UPAC).

WHEREAS, Title 11, Chapter 13, Utah Code Ann., 1953 (the “Act”), allows public entities to enter into cooperative agreements to provide joint undertakings and services; and

WHEREAS, the attached agreement has been prepared to accomplish said purposes;

THEREFORE, BE IT RESOLVED by the City Council of Salt Lake City, Utah, as follows:

1. Subject to the condition described in paragraph 5 below, it does hereby approve the execution and delivery of the following:

An interlocal cooperation agreement between Salt Lake County, Utah, Salt Lake City Corporation (“City”), and the Redevelopment Agency of Salt Lake City (“RDA”) effective on the date it is executed by all parties, relating to the ownership of the Utah Performing Arts Center.

2. The City Council intends to create a separate interlocal entity that is described in the attached agreement and that will be known as the “Utah Performing Arts Center Agency” (“UPACA”). The public purposes for which UPACA is created are to provide for the acquisition, construction, ownership, operation, maintenance, and improvement of the Utah Performing Arts Center project, as authorized by the Act and as provided in the attached agreement.

3. UPACA’s powers, duties, and functions are described in the attached agreement, and include:

Powers:

(a) own, purchase, lease as lessee or lessor, acquire, construct, operate, maintain and repair or cause to be constructed, operated, maintained and repaired the Utah Performing Arts Center Project (“UPAC Project”);

(b) provide for the use of the UPAC Project by any member of UPACA or other entity or person upon such terms and conditions and with such fees or charges as UPACA will determine;

(c) establish rates, fees and charges for the use of or rights to the UPAC Project;

(d) provide for the insurance, including self-insurance, of any property or operations of UPACA or of its members, directors, officers and employees, against any risk or hazard, and to indemnify its members, directors, officers and employees against any risk or hazard;

(e) appoint, retain and employ officers, agents, independent contractors and employees to carry out its powers and functions hereunder and to fix their compensation and terms and conditions of employment;

(f) make and execute any contract relating to the UPAC Project with the federal or a state government or any agency thereof, with a of member of UPACA or any unit of local government or with any other person or entity;

(g) adopt, ratify, and/or accept the assignment of any agreement relating to the UPAC Project;

(h) sue or be sued;

(i) enter into short or long-term agreements with other public agencies, with private persons or entities, or any combination of them, to provide for or operate the UPAC Project;

(j) levy and collect fees and charges as may be appropriate to discharge its responsibility for the acquisition, construction, operation, maintenance, and improvement of the UPAC Project;

(k) accept and disburse funds derived from federal or State of Utah grants or from private sources or from moneys that may be appropriated by the Utah legislature for the acquisition, construction, ownership, operation, maintenance and improvement of the UPAC Project;

(l) invest available funds as permitted by law;

(m) establish policies for the operation and use of the UPAC Project, including by entering into an operating agreement with a third-party, and establishing appropriate hours of operation, character and kind of operation of the UPAC Project;

(n) contract for the lease or purchase of land, facilities, and vehicles for the operation of the UPAC Project;

(o) make and execute all contracts and other instruments necessary or convenient to the exercise of its powers;

(p) adopt, amend and repeal resolutions, rules and regulations with respect to its powers and functions and not inconsistent with the provisions of the Act or the attached agreement;

(q) issue bonds, notes or other obligations for the purposes for which UPACA was created, and convey as security for the payment of any such bonds, notes or other obligations, the revenues and receipts derived from or in connection with all or part of the UPAC Project, which assignment, pledge or other conveyance may, if so determined by the UPACA board, rank prior in right to any other obligation except taxes, or payments in lieu of taxes, if any, payable to the Utah or its political subdivisions; and

(r) exercise all other powers incident to the purposes and objectives of UPACA which may be permitted by law.

Duties and obligations:

(a) Maintain a capital replacement schedule for the UPAC Project;

(b) Through the City and the RDA, take commercially reasonable steps to finance the UPAC Project in such a way that the financing covenants will not infringe on the UPAC operator’s ability to operate the UPAC Project in the manner contemplated by the parties to the operating agreement for the UPAC Project.

(c) Maintain real property insurance or maintain a program of self-insurance sufficient to repair or replace the principal buildings constituting the UPAC Project and UPACA-owned personal property and equipment within the UPAC Project that are necessary to operations of the UPAC Project.

Functions:

To provide for the acquisition, construction, ownership, operation, maintenance, and improvement of the UPAC project, as authorized by the Act and as provided in the attached agreement.

4. Subject to the condition described in paragraph 5 below, Ralph Becker, Mayor of Salt Lake City, Utah, or his designee, is hereby authorized to approve, execute, and deliver said agreement on behalf of Salt Lake City Corporation, in substantially the same form as now before the City Council and attached hereto, subject to such minor changes which do not materially affect the rights and obligations of the City thereunder and as shall be approved by the Mayor, his execution thereof to constitute conclusive evidence of such approval.

5. Notwithstanding the foregoing, the authorization for the Mayor to sign the interlocal cooperation agreement is subject to the condition that the agreement first be amended to provide, in effect, that: (a) any public entity issuing bonds for the UPAC facility shall have the authority to conduct an annual financial audit of the UPAC; (b) the members of UPACA shall have sixty (60) days to appoint UPACA board members rather than five (5) days; and (c) the UPACA board must review the arts accessibility program details, including funding, with the City Council for input and approval prior to implementation of that program.

Passed by the City Council of Salt Lake City, Utah, this 5^th day of March, 2013.