Exhibit 1
RESOLUTION NO. 2026-193
A R
ESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN THE SAN
DIEGO ASSOCIATION OF GOVERNMENTS, THE CITY OF CARLSBAD AND THE
NORTH COUNTY TRANSIT DISTRICT REGARDING THE CARLSBAD VILLAGE RAILROAD TRENCH PROJECT IN AN AMOUNT NOT TO EXCEED $5,220,000 WH
EREAS, the Los Angeles-San Diego-San Luis Obispo rail corridor is transitioning to a double- track corridor to address growing congestion and regional transportation capacity needs; and WHEREAS, the Los Angeles To San Diego Proposed Rail Corridor Improvements Program includes constructing 1.1 miles of a second main railroad track in the segment from southern Oceanside through Carlsbad Village and the Barrio neighborhoods of Carlsbad; and WHEREAS, the San Diego Association of Governments (SANDAG) is responsible for planning, programming, and implementing regional transportation infrastructure projects in San Diego County; and
WHEREAS, the North County Transit District (NCTD) owns and operates the railroad segment that passes through Carlsbad Village and the Barrio neighborhoods of Carlsbad; and WHEREAS, Resolution No. 2014-268, updated the city’s legislative platform to support double- tracking of the rail corridor within city limits in a way that minimizes impacts to the environment and the community, improves coastal access and neighborhood connections and enhances local economic vibrancy by eliminating or reducing at-grade rail crossings within the corridor; and WHEREAS, the Carlsbad Strategic Plan (2023- 2027) includes a strategic objective to work with SANDAG and NCTD to prioritize, determine costs, and work with state and federal representatives to seek funding for preliminary design and technical studies for lowering the railroad tracks in the Village; and
WHEREAS, Resolution No. 2023-161 authorized an appropriation of $5,220,000 from the city’s General Fund Reserve to be utilized as a local match to secure grant s to fund the Carlsbad Village Railroad Trench project: and
WHEREAS, $20.8 million has been appropriated in SANDAG’s FY 2026-27 Program Budget to advance the Carlsbad Village Railroad Trench Project; and WHEREAS, the City of Carlsbad, SANDAG , and NCTD wish to work collaboratively to complete the project’s preliminary (30%) design, technical studies and environmental review.
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as f
ollows:
1. That the above recitations are true and correct.
2. Tha
t the proposed action is not a “project” as defined by California Environmental Quality Act, or CEQA, Section 21065 and CEQA Guidelines Section 15378(b)(2) & (5) and does not require environmental review under CEQA Guidelines Section 15060(c)(3) as it is a government organizational or administrative activity that will not result in direct or indirect physical changes in the environment.
3. That the City Manager is authorized to execute a Memorandum of Understanding (MOU) between the San Diego Association of Governments, the City of Carlsbad, and North County Transit District for the 30% project design and environmental review work for the Carlsbad Village Railroad Trench Project in substantially the form presented in Attachment A.
4. That, subject to review and approval as to form by the City Attorney’s Office, the City Manager is authorized to approve cost -neutral amendments to the MOU necessary to achieve the objectives of completing the 30% project design and environmental review work and ensuring the city’s contribution of $5,220,000 is prudently spent.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 6th day of October, 2026, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
NAYS: None.
ABSTAIN: None.
ABSENT: None.
_______
_______________________________
KEITH BLACKBURN, Mayor
_____________
_________________________
SHERRY FREISINGER, City Clerk
(SEAL)
Oct. 6, 2026
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D
1 ME
MORANDUM OF UNDERSTANDING
BETWEEN SAN DIEGO ASSOCIATION OF GOVERNMENTS, CITY OF CARLSBAD,
AND NORTH COUNTY TRANSIT DISTRICT
REGARDING THE CARLSBAD VILLAGE RAILROAD TRENCH PROJECT
SANDAG CONTRACT NO. XXXXXXXX
This Memorandum of Understanding (MOU) is made and entered into effective as of the last signature date below, by and between the San Diego Association of Governments (“SANDAG”) , the City of Carlsbad (“Carlsbad”), and North County Transit District (“NCTD”), collectively referred to as the “Parties.”
RECITALS
WHEREAS, the Los Angeles-San Diego-San Luis Obispo (LOSSAN) rail corridor has served the region for over 130 years as a single-track corridor; and WHEREAS, the LOSSAN rail corridor is transitioning to a double-track corridor to address growing congestion and regional transportation capacity needs; and WHEREAS, the preferred alternative evaluated in the Los Angeles To San Diego Proposed Rail Corridor Improvements Program Environmental Impact Report and Environmental Impact Statement (PEIR/EIS, 2009) includes two rail improvement and alignment options for constructing 1.1 miles of a second main railroad track in the segment from southern Oceanside through Carlsbad Village and the Barrio neighborhood of Carlsbad; and
WHEREAS, the two options include double-tracking through Carlsbad in the existing rail alignment either at-grade or grade-separated in a trench; and WHEREAS, the Record of Decision regarding the PEIR/EIS states that all the projects and alignment options listed in the Summary of Final Rail Improvements Options should be carried forward for project-level analysis prior to making alignment option decisions; and WHEREAS, SANDAG and Carlsbad completed the Carlsbad Village Double Track – Railroad Trench Alternative Economic Analysis and Feasibility Study in January 2017, which considered two design alternatives for the grade-separated alignment option, referred to as the Short Trench Alternative and Long Trench Alternative; and
WHEREAS, SANDAG and Carlsbad completed the Final Alternative Analysis Report in April 2020, which compared the two grade-separated design alternatives and concluded that the Long Trench Alternative scored highest because it provided the most benefit based on the analysis criteria developed by the project team, which included the Parties’ representatives; and WHEREAS, the design for the segment’s at-grade alignment option has been completed to 30% and federal environmental review for that alignment has been completed through the issuance of a Finding of No Significant Impact by the Federal Railroad Administration in May 2019; and WHEREAS, the design for the Long Trench Alternative - grade-separated alignment option for the railroad segment that passes through Carlsbad Village and the Barrio neighborhoods of Carlsbad - Attachment A
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D 2 (“Project”) has been completed to 10%, and federal environmental review of the Project has not been completed; and
WHEREAS, the final Fiscal Year (FY) 2027 SANDAG Program Budget includes $20,800,000 in State Transportation Improvement Program (STIP) funding, and Carlsbad’s FY 2027 city budget includes $5,220,000 to complete the recommended project-level analysis, including the Project’s 30% design and environmental review phase; and
WHEREAS, these allocations are expected to provide sufficient funding to complete the recommended project-level analysis; and
WHEREAS, the Parties are interested in completing the recommended project-level analysis for the Project, including continuing the Project’s design to 30% and completing the environmental review phase of the Project to address safety, traffic, environmental, economic, and quality of life concerns throughout the railroad segment; and
WHEREAS, the Project is located in the NCTD-owned and operated railroad right-of-way; and WHEREAS, Carlsbad’s current strategic plan identifies Carlsbad’s intent to work with SANDAG and NCTD to prioritize, determine costs, and work with state and federal representatives to seek funding for preliminary design and technical studies for the Project as a strategic objective; and WHEREAS, the Parties wish to memorialize their agreement in this MOU to carry out the purposes set forth above.
AGREEMENT
N OW THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:
SANDAG AGREES:
1. To coordinate with NCTD and Carlsbad on the project-level analysis of the Project and to pursue env
ironmental clearance for the Project consistent with local, state and federal environmental laws, as
applicable.
2. To engage the consultants necessary to complete the Project’s 30% design and environmental clearance. SANDAG will maintain management and control of the consultants retained to prepare t
he design documents, technical studies, and environmental documentation required under CEQA and/or NEPA (collectively, working documents).
3. SANDAG shall ensure that the Parties are afforded a reasonable period of time to provide comments or suggestions on all working documents and final reports (which shall be no less t han
f
orty (40) calendar days of receiving access to said documents) unless a longer period of time is requested in writing by a party and such longer time period can be accommodated in the project schedule as determined by SANDAG. SANDAG will review and consider the Parties’ timely - submitted comments. SANDAG is not obligated to incorporate comments into the worki ng doc
uments, however, should SANDAG reject a substantive comment it will provide a reason for t he r
ejection.
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D 3 4. The work product created by consultants, or any other entity engaged by SANDAG pursuant to this Agreement, shall be jointly owned by both SANDAG and Carlsbad. While the Parties will work cooperatively and in good faith in reviewing and providing input on the work product created by consultants, SANDAG retains ultimate responsibility and approval authority for all final documents.
5. To lead the preparation and submittal of federal, state, and non-governmental grant applications, if needed, and to serve as lead agency when deemed appropriate by the Parties, for grants to be pursued for the Project.
6. Neither Carlsbad nor NCTD, nor any officer thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by SANDAG under or in connecti on w
ith any work, authority or jurisdiction delegated to SANDAG under this MOU. It is understood and agreed that, pursuant to Government Code Section 895.4, SANDAG shall fully defend, indemnify and save harmless Carlsbad and NCTD, all officials (appointed and elected), officers and emp
loyees from all claims, suits, or actions of every name, kind, and description brought for or on ac
count of injury (as that term is defined in Government Code Section 810.8) occurring by reason of
anything done or omitted to be done by SANDAG under or in connection with any work, authority, or jurisdiction delegated to SANDAG under this MOU.
CARLSBAD AGREES:
7. To reimburse SANDAG for Project costs in an amount not to exceed $1,740,000 per fiscal year beginning in fiscal year 2026-2027, or a total of $5,220,000, within 60 days of submittal to Carlsbad of a request for reimbursement and documentation adequately supporting the claimed r
eimbursement amount, provided SANDAG has complied with the requirements of this MOU.
C
arlsbad will retain exclusive control over appropriated funds, until such time as the funding is ready for disbursement to SANDAG for approved Project costs.
8. T
o support SANDAG with the design and environmental phases of the Project.
9. Neither SANDAG nor NCTD, nor any officer thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by Carlsbad under or in connection with any work, authority, or jurisdiction delegated to Carlsbad under this MOU. It is understood and agr
eed that, pursuant to Government Code Section 895.4, Carlsbad shall fully defend, indemnify, and save harmless SANDAG and NCTD, all officials (appointed and elected), officers, and emp
loyees from all claims, suits, or actions of every name, kind, and description brought for or on ac
count of injury (as that term is defined in Government Code Section 810.8) occurring by reas on of
anything done or omitted to be done by Carlsbad under or in connection with any work, authority, or jurisdiction delegated to Carlsbad under this MOU.
NCTD AGREES:
10. To support SANDAG with the 30% design and environmental phases of the Project. An exhibit A will be executed between SANDAG and NCTD to outline the work effort and reimbursement costs to NCTD.
11. Neither SANDAG nor Carlsbad, nor any officer thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by NCTD under or in connection with any work, authority, or jurisdiction delegated to NCTD under this MOU. It is understood and agree d
t
hat, pursuant to Government Code Section 895.4, NCTD shall fully defend, indemnify, and save Oct. 6, 2026
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D 4 harmless SANDAG and Carlsbad, all officials (appointed and elected) officers, and employees from all claims, suits, or actions of every name, kind, and description brought for or on account of injury (as that term is defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by NCTD under or in connection with any work, authority, or jurisdiction delegated to NCTD under this MOU.
THE PARTIES MUTUALLY AGREE:
12. To work collaboratively to identify potential grant opportunities, if needed, including participation i n meet
ings to discuss identified grants for the Project and designate the appropriate lead agency for the grant application.
13. To provide full access to and opportunity to provide comments, information, and suggestions on all consultant work and grant applications, including working documents and final versions. The final consultant work product, grant application and supporting materials shall be provided by SANDAG to the Parties.
14. That when additional funding for the Project is secured, to develop another agreement that outlines roles and responsibilities between the Parties for the next phase(s) of Project development a nd
how
funding will be utilized.
15. That all obligations of the Parties under the terms of this MOU are subject to the appropriation of the required resources by their respective governing bodies.
16. Any notice required or permitted under this MOU may be personally served on the other party, by the party giving notice, or may be served by certified mail, return receipt requested, to the followi ng addr
esses:
For SANDAG For Carlsbad For NCTD
1011 Union Street, Suite
400
1200 Carlsbad Village Drive 810 Mission Avenue
San Diego, CA 92101 Carlsbad, CA 92008 Oceanside, CA 92054 Attn: Tim DeWitt Attn: Jason Haber Attn: Tyler Sepulveda
17. That unless it is amended by the Parties in writing, this MOU shall terminate on June 30, 2031, or on such earlier or later date as the Parties may agree to in writing.
18. In accordance with Public Utilities Code section 132354.1(b)(4), the California Public Records Act , and/
or Carlsbad’s Records Retention Schedule, as is relevant to the local agency, the P arties shall mai
ntain and make available for inspection all books, documents, papers, accounting records, emails and other records pertaining to the performance of the Agreement. All Parties shall make s
uch materials available at their respective offices at all reasonable times during the MOU peri od and f
or three years from the date of final payment under the MOU.
19. The indemnification provisions of this MOU shall survive termination of the MOU.
20. This MOU shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this MOU, the action shall be brought in a state or federal court situated in the County of San Diego, State of California.
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D 5 21. All terms, conditions, and provisions hereof shall inure to and shall bind each of the P arties hereto, and each of their respective heirs, executors, administrators, successors, and assigns.
22. For purposes of this MOU, the relationship of the Parties is that of independent entities and not as agents of each other or as joint ventures or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations.
23. No alteration or variation of the terms of this MOU shall be valid unless made in writing and signed by the Parties, and no oral understanding or agreement not incorporated into the MOU shall be binding on any of the Parties.
24. Nothing in the provisions of this MOU is intended to create duties or obligations to or rights in third parties to this MOU or affect the legal liability of the Parties to this MOU.
25. This MOU may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each party has signed one such counterpart.
26. This MOU may be executed and delivered by electronic signature.
[signatures on following page]
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D 6 IN WITNESS WHEREOF, the Parties hereto have executed this MOU effective as of the last date a party provides an electronic signature below.
SAN DIEGO ASSOCIATION OF
GOVERNMENTS
CITY OF CARLSBAD
DAVID CORTEZ
Director of Engineering and Construction
GEOFF PATNOE
City Manager
APPROVED AS TO FORM: APPROVED AS TO FORM:
Office of General Counsel City Attorney
NORTH COUNTY TRANSIT DISTRICT
SHAWN M. DONAGHY
Chief Executive Officer
APPROVED AS TO FORM:
Lori Winfree
Deputy Chief Executive Officer/Chief General
Counsel
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Docusign Envelope ID: D0F441A1-AE7E-8F81-80F5-C2E8C8CE960D