HomeMy WebLinkAboutLSA Associates Inc; 2026-07-23; PSA27-4134TRANPSA27-4134TRAN
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AGREEMENT FOR TAMARACK YARD NOISE, AQ & GHG STUDY AND ANALYSIS PART II
LSA ASSOCIATES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
_________________________, 2026, by and between the City of Carlsbad, California, a
municipal corporation (“City”) and LSA Associates, Inc., a California corporation (“Contractor”).
RECITALS
City requires the professional services of a consultant that is experienced in detailed noise
study/air quality and greenhouse gas analysis. Contractor has the necessary experience in
providing these professional services, has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
in this Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (“Services”)
that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with
the terms and conditions set forth in this Agreement.
2. TERM
The term of this Agreement will be effective from the date first above written to January 13,
2027. The City Manager or designee may amend the Agreement to extend it for two (2) additional
six (6) month periods or parts of a year. Extensions will be based upon a satisfactory review of
Contractor's performance, City needs, and appropriation of funds by the City Council. The parties
will prepare a written amendment indicating the effective date and length of the extended
Agreement.
3. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall
not exceed eight thousand six hundred dollars ($8,600). No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement.
Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the
parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted
the work and/or the Services specified in Exhibit “A”.
4. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the City’s
Procore (www.procore.com) online project management and document control platform. The
intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and
maintain a healthy team dynamic by improving information flow, reducing non-productive
activities, reducing rework and decreasing turnaround times. Contractor is required to create a
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free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to
become familiar with the system. Unless the City Engineer approves otherwise, Contractor shall
process all project documents through Procore because this platform will be used to submit,
track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore,
Contractor and applicable team members shall complete a free training certification course
located at http://learn.procore.com/procore-certification-subContractor. Contractor is
responsible for obtaining Contractor’s own Procore support, as needed, either through the online
training or reaching out to the Procore support team. It will be the responsibility of Contractor to
regularly check Procore and review updated documents as they are added. There will be no cost
to Contractor for use of Procore.
It is recommended that Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android
devices located at https://play.google.com/store/apps/details?id=com.procore.activities with
the Procore App installed to at least one on-site individual to provide real-time access to current
posted drawings, specifications, requests for information, submittals, schedules, change orders,
project documents, as well as any deficient observations or punch list items. Providing mobile
access will improve communication, efficiency, and productivity for all parties. The use of Procore
for project management does not relieve Contractor of any other requirements as may be
specified in this Agreement.
5. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent Contractor and in pursuit of Contractor’s
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
6. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City
and its officers, elected and appointed officials, employees and volunteers from and against all
claims, damages, losses and expenses including attorneys fees arising out of the performance of
the work described in this Agreement caused by any willful misconduct or negligent act or
omission of Contractor, any Subcontractor, anyone directly or indirectly employed by any of them
or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code
Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8,
which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be
limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of
competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not
exceed Contractor’s proportionate percentage of fault.
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The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or
makes to or on behalf of an injured employee under City’s self-administered workers’
compensation program is included as a loss, expense or cost for the purposes of this section, and
that this section will survive the expiration or early termination of this Agreement.
7. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance,
and professional liability insurance from an insurance company authorized to transact the
business of insurance in the State of California which has a current Best's Key Rating of not less
than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus
Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an
alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000)
each, unless otherwise authorized and approved by the Risk Manager or City Manager.
Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written
as claims-made coverage. The insurance will be in force during the life of this Agreement and will
not be canceled without thirty (30) days prior written notice to City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to City.
The full limits available to the named insured shall also be available and applicable to the as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City’s execution of this Agreement.
8. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Michael O’Brien Name Adrianne Beazley
Title Public Works Superintendent Title
Department PW - TRAN Address 2292 Faraday Ave Suite 71
City of Carlsbad Carlsbad, CA, 92008
Address 405 Oak Ave Phone No. 760-271-0503
Carlsbad, CA, 92008 Email Adrianne.Beazley@lsa.net
Phone No. 760-421-9158
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
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9. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report
investments or interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
10. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
11. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty
package delivery vehicles operated in California may be subject to the California Air Resources
Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to
requirements to reduce emissions of air pollutants. For more information, please visit the CARB
Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-
clean-fleets.
12. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
13. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, California Government Code Sections
12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further
acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to
terminate this Agreement.
14. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without
regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that
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the proper venue and jurisdiction for resolution of any disputes between the parties arising out of
this Agreement is the State Superior Court, San Diego County, California.
15. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to
become due under it, without the prior written consent of City.
16. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other
than City and Contractor.
17. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will
be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
18. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it,
along with the purchase order for this Agreement and its provisions, embody the entire
Agreement and understanding between the parties relating to the subject matter of it. In case of
conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor
any of its provisions may be amended, modified, waived or discharged except in a writing signed
by both parties. This Agreement may be executed in counterparts.
19. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
20. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable
by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue
in full force and effect.
[signatures on following page]
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Contractor CITY OF CARLSBAD, a municipal
corporation of the State of California LSA ASSOCIATES, INC., a California
corporation
By: By:
(sign here) PAZ GOMEZ, Deputy City Manager, Public
Works, as authorized by the City Manager
Amy Fischer, Chief Executive Officer
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Assistant City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by Contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups:
Group A. Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By: _____________________________
Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall provide environmental consulting services in support of the 2402 Tamarack
Avenue Project (project) PDP. Specifically, the Contractor will conduct a complete follow-up
Tamarack Yard Noise, Vibration, GHG, Air Quality Impact Analysis of the projected use of the lot
including all additional information regarding the proposed operational use of the site per the
Contractor’s proposal dated July 9, 2026.
The Contractor previously prepared a Noise Study Services (PSA26-405TRAN), for the Tamarack
Yard Project in Carlsbad, California. Upon receiving updated additional information regarding the
proposed operational use of the site, including expanded laydown yard activities, material
handling operations, emergency response activities, and higher-intensity operational scenarios.
Because the updated analysis was based on operational assumptions that no longer reflect the
current project description, portions of the Noise Impact Analysis must be revised to evaluate
the updated operational scenario. Under this scope of work, Contractor will complete the
following tasks:
Noise Impact Analysis
• Contractor will review and evaluate revised operational assumptions provided by the
City and project team.
• Contractor will conduct additional modeling and analysis based on updated equipment
list for common case noise scenarios, including short-duration high-noise operations
and emergency scenarios.
• The Noise team will coordinate with the Air Quality team to ensure consistency in
operational assumptions across technical studies.
• Where appropriate, Contractor will Identify feasible noise mitigation measures as
needed to meet City’s noise standards.
• Contractor will revise the Noise Memorandum text to reflect the updated operational
scenario and results.
• Contractor will submit one electronic draft Memorandum for review. Following receipt
of one consolidated set of comments, Contractor will prepare one final Memorandum.
Air Quality and Greenhouse Gas Emissions Impact Analysis
Contractor previously prepared an Air Quality and Greenhouse Gas (GHG) Emissions Impact
Technical Memorandum (Memorandum), dated September 20, 2023, for the Tamarack Yard
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Project in Carlsbad, California. Contractor is currently under contract to update the
Memorandum and has completed a draft update to the Memorandum and associated analysis.
Subsequent to completion of the draft updated Memorandum, the project team has provided
additional information regarding the proposed operational use of the site, including expanded
laydown yard activities, material handling operations, emergency response activities, and higher-
intensity operational scenarios.
Because the updated analysis was based on operational assumptions that no longer reflect the
current project description, portions of the Air Quality and GHG Emissions analysis must be
revised to evaluate the updated operational scenario. Under this scope of work, Contractor will
complete the following tasks to update the Memorandum:
• Contractor will also update the operational analysis using refined project operational
data. This effort will include revised estimates of criteria air pollutant and GHG emissions
using the latest version of the California Emissions Estimator Model (CalEEMod) and
corresponding updates to the technical analysis and narrative text, using the operation
assumptions received from the City in July 2026.
• Contractor will review applicable adopted air quality and GHG reduction plans at the
State, regional (SDAPCD), and local (City of Carlsbad) levels and evaluate project
consistency with applicable plans and regulations. Contractor staff shall also update the
Background sections of the Memorandum to reflect current conditions.
• Where appropriate, Contractor will identify feasible mitigation measures to reduce
significant air quality and GHG impacts, including applicable SDAPCD construction dust
control measures. The Memorandum will include a discussion of the effectiveness of
recommended mitigation measures.
• This scope does not include preparation of an odor analysis. Any odor-related technical
documentation prepared by others shall be provided to Contractor for reference.
Contractor will submit one electronic draft Memorandum for review. Following receipt of
one consolidated set of comments, Contractor will prepare one final Memorandum.
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