2651_001.,4
rILE COPI,
I
t
WATER SUPPLY AGREEMENT
THIS AGREEMENT ls made and entered lnto as of the
day of ocT 0 8 199t , L991, by and between SALT LAKE CITY
CORPORATION, a munlcipal corporatlon of the State of Utah'
hereinafter "City", and PARK CITY, a munlclpal corporation of the
State of Utah, hereinafter "Park" '
WITNESSETH:
WHEREAS, park deSireS to divert and use water for municipal
purposes within the water service area of Park clty within summit
County, Utah, whlch diverslons wlll lntersect and wlthdraw water
from wlthln the East canyon creek dralnage ln summlt county,
Utah; and
WHEREAS, Clty is the owner of slxty percent (6O't) of aII of
the waters flowing through and from the Sptro Tunnel which are
intercepted and collected by means of the exlsting Spiro Tunnel
and lts exlstlng connected underground worklngs beyond the first
6600 feet thereof, sald gtater belng naturally tributary to Blg
Cottonwood Creek In Salt Llke County, Utah, ds evj'denced by the
supplemental Judgment made and entered 1n the Dlstrj-ct court of
Salt Lake County ln an actlon entltled Salt Lake Cltv v' The
Unlted Park Cltv Mlnes Companv, belng Clvll No' L4'8376, whlch
waters are presently belng discharged into natural trlbutaries of
East canyon creek ln summlt County, utah, and flow by gravlty
lnto the East Canyon Creek and are conveyed thereby beyond and
downstream frorn a source which, slnce lnterception by said Spiro
lr ,tq
Tunnel, IS naturally trtbutary to the East canyon creek whlch
Parl< deslres to dlvert; and
WHEREAS, said waters to whlch CJ-ty is entltled from the
Spiro Tunnel are the subJect matter of an agreement between Clty
and Unlted Park Clty Mlnes Company and the Greater Park Clty
Company dated March 20, L974, whlch provJ-des, among other things'
that Unlted park City Mlnes Company shall have the flrst rlght of
refusal to purchase or exchange all or any part of Clty's share
of the vraters lntercepted and collected by means of the splro
Tunnel and lts exlsting connected underground worklngs whlch
might be determlned by Clty to be surplus to the requirements of
the clty or lts j.nhabitants should clty elect to se]I or
otherwlse dlspose of such waters as authorlzed under the
provisions of Sectlon 10-8-14, Utah Code Annotated, 1953' or any
other appllcable law, and not prohlblted by Artl-cle xI, Section
6, of the Utah Constitution, and under certaln circumstances as
therein provided, authorized united Park clty Mlnes company to
deliver all or part of such water to clty at the portal of the
ontario No. 2 drain tunnel at Keatly, utah, rather than at a
location wlthj-n or at the Spiro Tunnel or at the portal thereof'
ln which event such waters would not be avallable to Park
hereunder; and
WHEREAS,saldwatersarealsosubJecttoanagreement
between clty and Rlchard A. chrlstenson for the sale of untreated
surplus waters from the same source, dated March 28, L978, and a
second one to be entered into on or about Aprj-l 24, L991 with
sald christenson for not more than a total, under both contracts'
-2-
t
of 30 acre feeb of water per annum, whlch Is approxl-mately two
percent (2t) of the clty's sald rlght annually; and
WHEREAS, lt ls antlclpated that a portlon of the waters to
whlch Clty 1s entltled from the Splro Tunnel and dlscharged at
the portal thereof w111 be surplus to the requlrements of the
Clty or lts lnhabltants, and Ctty deslres to selI such surplus
waters for a speclfled term as authorlzed under the provisions of
Section 1O-8-14, Utah Code Annotated, 1953; and
$HEREAS, Clty deslres to sell and Park deslres to buy a
portj.on of the waters to which Clty is entitled from said Splro
Tunnel which are surplus to the requlrements of the Clty or its
inhabltants and subject to the above-described Agreements;
NOW, THEREFORE, ln Conslderatlon of the premlses, the
parties agree as follows:
1 Prlor tract.Thls Agreement rePlaces ln lts
entlrety and therefore cancels and termlnates, effective on the
date first above wrltten, that certaln Agreement between the
parties dated January 29, L980, 3S amended' concerning the same
waters.
2. Sale of Water. Durlng the perlod between May 1 and
October 31 each year durlng the term, for the prlce and on the
terms and condltlons hereLnafter speclfied, Clty agrees to selI
and Park agrees to buy, one thousand (1,000) acre feet of
untreated surplus water per year to whlch Clty ls entltLed under
sald decree and, subJect to the aforesald Agreements, to be made
avallable ln the amount and Ln the place herelnafte.f provided.
In taklng such water, Park shall not take more than one-sixth
-3-
t'{
(L/6) ot sald one thousand (1,O00) acre feet, of L66.67 acre feet
per month. At no tLme shall Park take more than thlrty percent
(3Ot) of the flow from sald TunneJ- to whlch the Clty ls entltled.
park agrees to pay annually for sald untreated surplus water made
avallable to Park. hereunder, whether taken by Park or not'
3. Term of Sale of Water. The term of thls Agreement
shall be for twenty-fJ.ve (25) calendar years beglnnlng on the
date first above wrltten and endlng upon the same month, one day
earlier, twenty-flve (25) years later; provlded, however, that
the term may be extended for successlve five (5) year periods, of,
Iess,uponthewrlttenconsentofbothpartles'
4.Price o f Water. Park a grees to pay to CltY the sum of
THIRTY THOUSAND TWO HUNDRED FIFTY DOLLARS (S3O,25O'OO) per annum
for sald water, regardless of actual flow, begl-nnlng May 1, 1991,
with the flrst such payment concurrent herewith, and SEVEN
THousAND FrvE HUNDRED AND srxry-Two DOLLARS, (s7.522.50) payabre
on or before January L, Aprll L, July L and october I of each
year thereafter, whether Park actually dlverts and/or uses all' a
part of, or none of the quantltles of water made available by
Clty hereunder; The January 1, April !, and July L 1991 payments
are also due concurrent herewlth: If the flow of the Tunnel is
reduced and Clty's portlon of the water available to Park l-s less
than L66.67 acre feet per month, then the take or pay charges
shall be prorated equal to thlrty percent (30t) of City's share
of water from the Tunner. clty may adJust the prlce to be pald
by park annually by notifylng Park in writing at any tlme after
theexpirationoftheflrstyear.Saldratelsandshallbe
-4-
based upon flfty-flve percent ( 55t ) of the current rate per acre
foot charged the clty for water by the Metropolltan water
Dtstrlct of Salt Lake clty ( heretnafter "M!{D" ) for treated Deer
creek or Llttle cottonwood creek water dellvered to the clty
through MWD's treatrnent plant durlng the year prJ-or to the
annlversary date hereof, accordlng to the followlng formula:
MWD'S then current per acre prlce dlvlded by $55'OO times
s30,250.00 equals the new annual rate. Regardless of the number
of times MWD's rate to Clty is changed durlng each calendar year'
clty w111 not change Sald annual cost to Park more than once each
year
5.evellaurrrtvotwater.Thewatersherelnmade
aval1able to Park shall be subJect at all tlmes to the use
requlrements of clty and its lnhabltants, and shall cover 'on1y
suchwatersasCltyshalldetermlnetobesurplustothe
requirements of clty as authorlzed under section 10-8'14' Utah
code Annotated, 1953, and not prohlblted by Artlcle xI, sectlon
6, of the Utah Constltutlon'Furthermore, the waters hereLn
provLded for shall be subJect to the flrst rlght of refusal ln
the United Park Clty Mine Company to such waters ln
accordance wlth their Agreement with the clty dated March 20'
Lg74, the Agreement wlth Rlchard D. chrlstenson or assigns dated
March 28, Lg78, hereinabove descrlbed, and the contlnued
dlscharge of such waters at the portal of the splro Tunnel' and
sharl at arr times be subJect to shortages resulting from
drought, acts of God, and conditlons beyond the control of the
clty. It ls expressty understood and agreed that the cJ'ty's
6p
-5-
IT
obllgatlon to make water avallable to Park trereunder shall at all
tlmes be llmited to such quantltles, If dDY, clty determlnes to
besurplustoltsrequlrementsandtherequirementsoflts
lnhabltants.
6.DeI lverv of Wa ter.SubJect to the foregolng
provislons,cltyshallmakewaterscoveredherebyaval.lableto
park at the places of measurement wlthln the saLd mine tunnel' dt
the mouth of sald tunnel or at the natural trlbutary of East
CanyonCree}<intowhlchthewatersoftheSpl.roTunnelare
dlscharged.Parkshallhavetheobligatlontomakeandmalntain,
at lts sole expense, all necessary arrangements in Cityls name
with the utah state Englneer, with clty's prlor wrltten approval,
for use of such waters
7. FacLlltles of Park
(a)Priortotakinganywaterhereunder,Parkshall
construct,operateandmaintalnltsowndiversionworks,
measurlng devlces, meters and other facllltles necessary to
measure all 0f the f10w of water In the tunnet at sald 6600
foot polnt wlthln the tunnel, and to obtain and divert only
thesaidwatergmadeavailableherebyfromsplroTunnel
wlthoutcostorobllgatl.ontoClty.Saldfacllltl-es,
lncludingmeasurlngdevicesormeters,shallbelnstalledto
the Clty's standards and subJect to CIty's prlor wrl-tten
approval.CJ-tyshallhavetherlght,Solongasltdoesnot
lnterferelntheoperatlonofPark'sfacllities,tomake
connectlonsorattachfacilltlestoPark'sfacilltlesfor
dlverslons and meters for other City customers'
'('
-6-
t
(b) The Clty wlll at aII tlmes !e provlded w1th
complete access to sald facllltles, and Park agrees not to
use any of sald water that has not passed through the
requlred measurlng and recordlng devlces'
(c) In the event clty sells l-ts remalnLng waters to a
thlrd party or partles, Park agrees, lf reasonably posslble,
to allow sald party( les ) the partlal use of sald facllltles
for dlversion and/or measurement of sald water to thelr use
at a reasonable cost to be agreed upon between the partl-es'
8. Pavment and Termlnatlon'
(a) Payment of the amounts due for sald water pursuant
to Artlcle 4 hereof, must be recelved by clty on or before
said dates or wlthln thlrty (30) days therefrom, together
with interest thereon at the rate of ten percent ( 10t ) per
annum from the due date untll pald, otherwlse thls Agreement
shall termlnate and cease and shall have no other force or
effect, and the commitment of City to rnake water available
thereafter to park sharr be cancerr.ed wlthout liablrity to
clty or further notlce to Park. In such event, Park's right
ofuseofanywaterfromspiroTunnelbaseduponthis
Agreement sha1I terminate and shall cease, and Park shall,
uponCttylsrequest,andatPark'sexpense,fllewlththe
Utah State Englneer forthwlth a wrttten wlthdrawal of any
appllcatlonintheofflceoftheUtahStateEnglneerto
divert or use water pursuant to thls Agreement'
(b)EltherpartymaytermlnatethisAgreementatany
time after nineteen (19) years from the date hereof, upon
n
one (1) yearfs prlor wrltten notlce to the other party at
its last kriown address
9. Default.
(a) If Park should vlolate any of the provisLons of
thls Agreement, other than for payment for sald water as
provlded ln paragraph I above, CIty may serve wrltten notlce
upon Park of lts intentlon to termlnate all or any part of
the Agreement; unless wlthln sixty (60) days after the
servlng of such notl-ce, such vlolatlon shall be corrected or
cease, to CltYts satlsfactlon.
(b) walver of any default shall not be deemed to be a
walver of any subsequent default. Walver or breach of any
provislon of thls Agreement shall not be construed to be a
modlflcatlon of the terms of thls Agreement, unless stated
to be such ln wrlttng, slgned by the Mayor of the clty.
(c) The rlghts and remedles of the clty provided in
thls Artlcle shall not be excluslve and are in additlon to
. any other rights and remedles provJ-ded by law or under thls
Agreement.
10. Oualltv of Water. Park agrees to receive the water
hereunder furnlshed by Clty "as ls", wlth no rePresentatlons by
clty as to quallty or purlty. clty shall be under no obllgatlon
whatsoever to render sald water flt or sultable for human
consumptlon or other uses contemplated by Park or others'
Ll. A ssi t Limlted--Successors a Asslons Ob ioated
The provlslons of thls Agreement shall apply to and blnd the
successors and asslgns of the partles hereto, but nelther thls
-8-
Agreement nor an attempt to asslgn or transfer thls Agreement or
the obllgatlons.or beneflts hereunder shall be valld unless prior
approv€d In wrltlng by both partles. Thls llmltatlon shall not
prevent Park from dellverlng or selllng the water purchased
hereunder to lts water customers'
L2.Noti toP k Cltv Mines.Upon Park's exeeutlon of
this Agreement, clty shall promptly notlfy unLted Park clty Mlnes
in wrltlng of thls Agreement, in accordance wl-th paragraph 1L of
the Agreement between clty and said MLnes company dated March 20 '
Lg74, and the SaIe of water covered hereunder shall not becorne
effectlve unless said Mines company elects not to exerclse lts
rlghttopurchasethewatercoveredbyparagraphll.ofsaid
Agreement dated March 2Q, Lg74
13.NotlcetoPartles.Anynotlcerequlredtobegivento
the parties hereunder shall be sufficlently glven when sent by
reglstered or certlfled mall addressed to Park clty, Attentl-on:
CltyManager,at44SMarsacAvenueorP'O'Boxl48O'ParkClty'
Utah 84060, and to Salt Lake Clty Corporatlon, Attentlon: Clty
Recorder,RoomALS,Clty&CountyBullding'45lSouthState
Street, Salt Lake Ctty, Utah 84111' wLth a copy to City's
Director of Publlc utltltles at 1530 South West Temple' salt Lake
clty, Utah 84115, of such Other address as may be communlcated by
the respectlve partles to the other J'n wrltlng from time to tlme'
Notice shall be effectlve as of the date on whlch the same ls
deposlted 1n the Unlted states mall or upon the actual receipt
thereof 1f dellvered other than by maIl'
-9-
L4. Hold HarrnlesS. Park agrees to lndemnlfy'.save harmless
and defend clty, lts agents and employees, from and agalnst any
andallclal.ms,demands,causesofactlon'loss'costorexpense'
or other llablIItles, lncludlng attorneyrs fees, for damages to
propertyandtnJuryordeathtopersonswhlchmayarlseoutof
the constructLon and malntenance of facllltLes to obtaln the
water furnished hereunder and/or Park's use of sald facllltles or
useofwaterobtainedhereunder,lncludlng,butnotbywayof
llmitatlon,pa}rmentsmadeunderWorker'sCompensatlonlaws.
15.EntlreAqreement.ThisAgreementembodlestheentire
agreement between the parties and lt cannot be altered except
through a written lnstrument whlch Ls signed by both partl-es'
n r Thls16.
AgreementshallbelnterpretedunderthelawsoftheStateof
Utah and enforced only 1n the Federal or State DLstrlct courts
located ln Salt Lake CltY, Utah'
IN WITNESS WHEREOF, the partles have caused thls Agreement
ar first above written.
SALT LAKE CITY CORPORATION
to.Rg,.rRifecuted as of the day and ye
*rt',ld.F,Q#{tr,u,
+-,,'= h ''r..&"
,:i _' 1'r- .i41..\.t|. ..v-J?
ft'\..>7-
. -,1 :*=
.::'-7-:. f;
rii i/ *iii:1r;:-'
By 0 I l99t
MAYOR
ATTEST:,.
"'-'vs
'-'' \i \\
CII-y" I :nop Dr:F
I ER
- r0-
I
PARK CITY
ATTEST:
ER
STATE OF UTAH )
:
County of Salt Lake )
On OcTo8ffil , personallY aPPeared before me
PALMER A. DEPAULIS and I(ATHRYN MARSHALL' who' belng by me duly
sworn,dldsaythattheyare.theMAYoRandCITYRECoRDER'
respectlvely, of SALT LAKE CITY coRPoRATIoN, a munlcJ.pal
corporatton of the state of utah, and sald persons acknowledged
to me that said corporatlon executed the same'
1
PUBL c,1ng n
Salt Lake CountY Utah
Commlsslon ExPlres:
R
1
ss.
- i;.n/...
"l\ B.fuagJAHA,1Ai' i
. 1 rsidtlsil*ist rlri'': i'il satt Lrk cttY, ula! E 1 ' I..t/ *rr i1T;t-,i.9'; ':"
$eaI
CONPOEATE
MAFCH I,
1884
- 11-
a
I
STATE OF UTAH )
z-r.t2*txtL : .ss'
County of €alt lrake )
On u3 , PBf sonally appeared before me
lUho, belng byandL
me duly sworn, dld say that they are the l"lAYoR and crTY RECORDER'
respectlvely, of PARK CITY, a munlclpal corPoratlon of the State
ofUtah,andsaldpersonsacknowledgedtomethatSald
corporatlon executed the same'
0
My Commlsslon ExPires:
RLM: TC
(:
..1.,
'
J
L.
NO PUBLIC, res 1n
ffi.
7)'"'b (Af Utah
@D"ffi.
-L2-
t'
i-l
I
STATE OF UTAH )
'-v't'7>)>& : SS'
County of €alt Lake )
On L(3 q , personally appeared before me
0 and lrgho, belng by
me duly sworn, dld say that they are the l"tAYOR and CITY RECORDER,
respectlvely, of PARK CITY, a munlclpal Corporation of the state
of Utah, and sald persons acknowledged to me that sald
corporatlon executed the same'
(1 .J
N PUBLIC, reslding ln
SaJj+aJ<qgeun+t, Utah
V4/e lEft
My Commlsslon ExPires:
) nlM,r"
@ t.rr'*ilidffirtT
''4ffih".
-L2-