Carson Reclamation Authority approves amended option agreement for former Cal Compact landfill; directs counsel to negotiate ownership "lockout" period for "Car

The Carson Reclamation Authority on May 5 approved an amended and restated option agreement with Carson Goose Owner LLC and Fidelity National Title Insurance Company to convey Cells 3, 4 and 5 of the former Cal Compact landfill, and directed authority counsel to negotiate terms limiting post‑completion transfers of the retail portion known as Carson Place.

The agreement covers conveyance of the 157‑acre site’s Cells 3–5, requires the developer to complete project entitlements and remedial systems, and anticipates annexation into an existing community facilities district to cover operation and maintenance costs. The board voted unanimously to approve the amended agreement after staff corrected the intended closing date and after a cross‑party discussion about when Carson Place could be transferred to new ownership.

The staff presentation said the amended and restated option agreement is intended to prepare the parties for closing and described multiple related exhibits, including an easement for the landfill operations center, a license governing CRA access for operation and maintenance, and an exhibit detailing remedial system requirements. The staff presenter noted, “closing is expected to be prior to May 15,” a date the board asked staff to correct; staff later confirmed the agreement correctly lists a May 28 closing date and the staff report had not been updated.

Under the agreement, the developer is responsible for financing, designing and constructing remedial systems on the conveyed parcels and will continue to pay carrying costs until a specified post‑closing date. One closing condition is annexation into the existing community facilities district (CFD) and into a replacement CFD that will fund ongoing site operation and maintenance.

Bridal Kotler, speaking for Carson Goose Owner LLC, described how transfer restrictions evolved during negotiation and said the developer has added a pre‑completion restriction on transfers. Kotler told the board, "In terms of post completion transfers, we have no intention of transferring it." He said the developer would discuss a formal lockout period with its team and was open to returning with proposed language: "If you would feel better, just feel better by having a date as to a a true lockout period ... I have no issue taking that back, talking with the team, work[ing] with the authority director, and come to something that gives you guys the warm and fuzzies."

Board members sought stronger limits on post‑completion transfers of Carson Place and debated whether the authority should have "absolute" discretion to reject a proposed transferee during an initial lockout interval, and revert to a "reasonable" discretion standard thereafter. Several board members suggested a multi‑year lockout; discussion coalesced around a five‑year period as guidance for counsel’s negotiations. Authority counsel confirmed they could draft a provision that gives the board absolute discretion during a specified lockout period and reverts to the existing reasonable‑discretion standard afterward.

Board direction to counsel and staff was procedural: counsel was authorized to negotiate the precise lockout term and any notice/review timetable with the developer; the board did not adopt final transfer language on the record that evening. The board also approved staff authority to extend the closing period by 30 days if required under the agreement.

The motion to approve the amended and restated option agreement, with date corrections and the directions described above, passed unanimously. The authority’s staff report and the final agreement (Exhibit E) remain the primary records for remedial‑system and operation‑and‑maintenance obligations; the board asked that documented changes (including the corrected May 28 closing date) be reflected in final materials before closing.

Next steps: authority counsel will negotiate specific lockout and vetting timelines with the developer (board members suggested up to five years as a negotiating target); staff will incorporate the corrected closing date into the final packet; and the developer will proceed toward closing and annexation into the identified CFD(s).