2020 1116 Ltr from REDUS to SLC re Spiro Tunnel Right of First Refusal 4849-1602-6834_1Snell & Wilmer is a member of LEX MUNDI, The Leading Association of Independent Law Firms.
Snell & Wilmer ____________ L.L.P. ____________
LAW OFFICES
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Salt Lake City, UT 84101
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4827-7532-1809
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Graham J. Gilbert
(801) 257-1911
ggilbert@swlaw.com
November 16, 2020
VIA E-MAIL AND CERTIFIED MAIL
E. Russell Vetter, Esq.
City Attorney’s Office
Salt Lake City Corporation
P.O. Box 145478
Salt Lake City, UT 84111
Re: Spiro Tunnel, Right of First Refusal
Dear Rusty:
I received your October 16, 2020 letter to REDUS Park City, LLC (“REDUS”), written on
behalf of Salt Lake City Corporation (“Salt Lake”), regarding the Spiro Tunnel (“October 16th
Letter”) and the proposed extension of Salt Lake’s Water Supply Agreement with the Park City
Special Service District (“District”) for a period of one year, commencing November 1, 2020, and
ending October 31, 2021 (“Proposed Extension”). The purpose of this letter agreement is to
confirm Salt Lake’s and REDUS’s agreement to the following terms:
A. As of the date hereof, REDUS is not exercising its purchase right (“Right of First
Refusal”) under Paragraph 11 of the Agreement of March 20, 1974 (“1974 Agreement”), or the
December 9, 2015 letter agreement referenced in your October 16th Letter, with respect to Salt
Lake’s remaining uncommitted water in the Spiro Tunnel (“Remaining Water”). The Remaining
Water is defined in your October 16th Letter, a copy of which is attached for your reference.
B. The Right of First Refusal applies again if: (i) Salt Lake does not make the proposed
water sale to the District within six months on the same terms set forth in the October 16th Letter;
(ii) any sale is proposed to a party different than the District; (iii) any of the terms or conditions of
the extension or the sale of the Remaining Water to the District differ from those in the October
16th Letter, the Proposed Extension, the October 8, 1991 Water Supply Agreement between Salt
Lake City and Park City, the March 2, 2016 Amendment to Water Supply Agreement between Salt
Lake City and Park City Water Service District, and any related agreements or extensions
(collectively, the “Surplus Sales Agreements”); or (iv) there is any replacement or further change,
amendment, modification or extension of any one of the Surplus Sales Agreements, including by
way of example and without limitation, any extension beyond October 31, 2021.
Snell & Wilmer L.L.P.
4827-7532-1809
E. Russell Vetter, Esq.
November 16, 2020
Page 2
C.REDUS’s election to not exercise its Right of First Refusal in this instance does not
waive any of REDUS’s rights with respect to the Right of First Refusal, or otherwise.
D.Similarly, REDUS’s election to not exercise its Right of First Refusal does not
impair the value of its Spiro Tunnel rights.
Please sign below to confirm Salt Lake’s agreement with the terms set forth above and
return a copy to me.
Very truly yours,
REDUS Park City LLC,
By:
Graham J. Gilbert
Attorney on Behalf of REDUS Park City, LLC
Accepted and agreed on behalf of Salt Lake City Corporation:
By:
Rusty Vetter
Attorney on Behalf of Salt Lake City Corporation
GJG:/mkm
cc: Laura Briefer, Director, Salt Lake Department of Public Utilities
(Laura.Briefer@slcgov.com)
Thomas Daley, Esq., Deputy City Attorney, Park City Municipal Corporation
(tdaley@parkcity.org)