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Negotiations stall on Lundin conservation deal after county demands 'sign as circulated'
Summary
City counsel told the Midway City Council that the county has refused to proceed unless documents circulated by the Lundins’ counsel are signed without the city’s redlines; staff proposed drafting an escrow/security agreement using water shares as collateral to protect taxpayers.
City counsel updated the Midway City Council on Dec. 17 that talks to finalize a conservation easement and associated water-security arrangements with the Lundin family have stalled after Wasatch County signaled it would not accept the edits the city sought.
Corbin, counsel handling the city’s drafting, told the council that staff and council had prepared access-language edits the Lundins’ side resisted. He summarized a Dec. 11–15 exchange in which county attorney John Woodard objected to the form of the documents and requested removal of access language the city had worked to secure. "John sent an email to Brandon that morning, and he's Brandon's opposing counsel... indicating he was moving forward with getting the documents finished," Corbin said, adding that an email from the Lundins’ counsel said: sign the documents that were circulated on Thursday or we’re done.
Corbin said the version circulated the previous Thursday was incomplete—essentially only parts of a conservation easement and a purchase-and-sale outline rather than the full set of legal instruments the city expected (security agreement, escrow terms and a complete purchase agreement). He warned the council that signing the incomplete documents would leave the city without legally enforceable security. "As it currently stands, we cannot sign the documents as they currently exist," Corbin said.
Staff described the security approach under discussion: the Lundins would sign 40 water shares over to the city and county and place them in escrow until a conservation easement was recorded. If recording proved impossible because of ongoing litigation, the Lundins would either repay $3,000,000 or forfeit the shares, providing the city a tangible recovery mechanism. Corbin said the escrow and security language is intended to ensure the city is not left holding an unsecured $3 million payment if the deal falls through.
Councilmembers urged continued effort to reach a resolution. One member asked staff to draft an escrow agreement that would give the city immediate, enforceable remedies if performance failed. Corbin said he would draft proposed escrow/security language and circulate it to the other parties, although he noted the county had instructed its counsel not to expend further effort if the Lundins insisted on signing only the earlier-drafted documents.
No formal action was taken; the council directed staff and counsel to continue efforts to reconcile the principal points—access, security for the city’s payment, and the escrow mechanism—and to return to the council if necessary.
Background: The conservation-easement deal was tied to potential NRCS (Natural Resources Conservation Service) funding and required coordination among the Lundins, Midway City and Wasatch County; litigation and timing constraints have been recurring complications throughout negotiations.
