REDUS Park City, LLC Letter to SEC re Spiro Agreement (01595775xB165B)Snell & Wilmer
DENVER
LAS VEGAS
LAVVOFRCES ANGELES
LOS CA BOS
Gateway Tower West orange COUNTY
15 West South Temple PHOENIX
Suite 1200
RENO
SALT LAKE CITY
TUCSON
Salt Uke City, Utah 84101-1547
801.257.1900
801.257.1800 (Fax)
www.swlaw.com
Graham]. Gilbert
(801) 257-1911
ggilbert@swlaw.com Octobcr 25, 2019
VIA E-MAIL AND CERTIFIED MAIL
Steven E. Clyde, Esq.
Clyde Snow & Sessions
201 South Main Street, Suite 1300
Salt Lake City, UT84111
Re: Spiro Tunnel, Right of First Refusal
Dear Steve:
I received your September 27, 2019 letter to REDUS Park City, LLC (''REDUS"), written
on behalf of Salt Lake City Corporation ("Salt Lake"), regarding the Spiro Tunnel ("September
27th Letter") and the draft 2019 Amendment to Water Supply Agreement between Salt Lake and
Park City Water Service District ("2019 Amendment"). As you know, REDUS is the successor to
United Park City Mines Company's Right of First Refusal (defined below). 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 September 27th Letter, with respect to Salt
Lake's remaining uncommitted water in the Spiro Tunnel ("Remaining Water"). The Remaining
Water is defined in your September 27th 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 Park City Water Service District ("District") within six months on the same terms
set forth in the September 27th Letter and the 2019 Amendment; (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 September 27th Letter, 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, the 2019 Amendment, 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, 2020.
4834-0973-6104
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