Contract No.:
Approval Date:
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF CHINO AND EUCLID LAND VENTURE, LLC
FOR PUBLIC STREET IMPROVEMENTS
THIS MEMORANDUM OF UNDERSTANDING FOR PUBLIC STREET IMPROVEMENTS (“Agreement”) by and between the CITY OF CHINO, a California City (“City”) and the EUCLID LAND VENTURE, LLC, a Delaware limited liability company (“ELV”) is made and entered into, on this 30th day of July, 2024. City and ELV are sometimes individually referred to as “Party” and collectively as “Parties.”
RECITALS
A. City has entered into an agreement with San Bernardino County (“County”), which is attached hereto as Exhibit “ 1” and incorporated by reference, (“City-County Agreement”), for an encroachment permit to enter onto portions of the County’s property, comprising a total of approximately 106,658 square feet, (“Access Area”), as more particularly described and depicted in Exhibit “A” of the City-County Agreement, for the following specific and limited purpose and for no other purposes than public street improvements along Merrill Avenue, which includes roadway pavement, signing & striping, curb & gutter, ADA ramps, storm drain catch basins, and dry utility conduit, as more particularly depicted in Exhibit “B” of the City-County Agreement (“Work”).
B. ELV is a Delaware limited liability company which acquires and develops industrial and office properties in Southern California.
C. The Parties desire to formalize the selection of ELV for performance of those improvements, defined and described particularly in Exhibit 1 of this Agreement and Exhibit “B” of the City-County Agreement, on behalf of City and desire that the terms of that performance be as particularly defined and described herein.
D The City Council considered and approved the City-County Agreement on July 30, 2024.
NOW, THEREFORE, City and ELV agree as follows:
1. Scope of Services.
a. Subject to reimbursement by the City, ELV shall perform the Work in accordance with the terms set forth in the City-County Agreement, and in accordance with the terms of this Agreement, in a workmanlike manner by licensed and insured ELV employees, contractors or agents (“ELV Parties”).
Any costs for City’s share of public improvements comprising the Work shall be subject to separate consideration and approval by the City Council of City and, if approved, shall be separately memorialized in writing by the Parties (“Reimbursement Agreement”). If the Reimbursement Agreement is not approved by the City, ELV shall not perform the Work. ELV shall provide City with a certificate of insurance from ELV and ELV agents meeting the requirements of the terms set forth in Paragraph 10 of Exhibit 1 prior to their respective entry of the Access Area.
b. The ELV Parties shall perform the Work, which is more particularly described in the approved plans for the Work during the term set forth in Paragraph 3 of this Agreement.
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2. Performance.
a. In performing the Work, the ELV Parties shall comply wi th all pertinent laws, rules, and regulations of the United States of America, State of California, County of San Bernardino, City of Chino, or any other duly constituted public authority having jurisdiction for the Access Area and ELV’s Work. ELV shall, at its sole cost and expense, obtain all necessary permits and authorizations from all relevant authorities prior to the performance of Licensee’s (as defined in the City-County Agreement) Work at the Access Area.
b. City shall oversee ELV’s performance of the Work. City shall monitor the Work and notify ELV of any substandard performance in accordance with the Reimbursement Agreement. ELV shall correct any identified substandard performance as provided in the Reimbursement Agreement and use commercially reasonable efforts to work with City to address any deficiencies.
c. Subject to the City’s approval of the Reimbursement Agreement, the ELV Parties shall complete the public street improvements within the term period as set forth in Paragraph 3 of this Agreement and enter the property in accordance with the terms set forth in the City-County Agreement.
3. Term of Agreement.
This Agreement shall begin on July 30, 2024, and shall expire in accordance with the terms set forth in Paragraph 3 of the City-County Agreement.
4. Suspension and Termination.
a. City may suspend or terminate this Agreement if City determines that the ELV Parties materially failed to comply with any term of this Agreement.
b. ELV shall be in default of this Agreement if the ELV Parties fail to perform any of ELV’s obligations in this Agreement. Any time ELV is in default and does not initiate remedial action for such default within ten (10) business days after written notice to ELV to initiate the remedial action and diligently and expeditiously complete such remedial action, City may terminate this Agreement as more particularly described in Paragraph 15 of the City-County Agreement.
5. Costs.
a. ELV agrees to pay for all labor, materials, and services to construct public street improvements per County and City standards, including but not limited to, the monthly fee in the amount of Five Thousand and 00/100 Dollars ($5,000.00) for use of the Access Area for the Work, which shall be payable on or before the first of the calendar month as more particularly described in Paragraph 5 of the City-County Agreement.
b. In the event this Agreement or the City -County Agreement expires or is earlier terminated, City will notify ELV. City may elect, in its sole and absolute discretion to accept a conveyance of all then existing Work (“Installed Work”), which shall be at no cost to City except as provided in the Reimbursement Agreement.
6. Contracting.
a. As further set forth in the Public Improvement Agreement (“PIA”) between City and ELV, ELV shall consult with City and provide City with information regarding any contracts ELV
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enters into to perform the Work set forth in the City-County Agreement and the approved plans for the Work.
7. Indemnification.
ELV agrees that the work contemplated herein shall be performed at ELV’s sole risk and ELV agrees to undertake all indemnification and liability terms set forth in the City-County Agreement.
8. Rights.
a. ELV agrees that it does not have and will not claim at any time any interest or estate of any kind or extent whatsoever in the Access Area or the subject property by virtue of this Agreement.
b. ELV shall not have the right to assign or transfer this Agreement or the rights herein to any other person or entity. Any attempt to do so shall be deemed ineffective and shall be deemed a default under this Agreement.
c. If any legal action is instituted to enforce or declare any party's rights hereunder, each party in such action, including the prevailing party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees arising from any third-party legal action against City, including such costs and attorneys’ fees payable pursuant to the indemnification set forth in Paragraph 7 of this Agreement.
d. Each party hereby represents and acknowledges on behalf of itself that it has been provided with the opportunity to discuss and review the terms of this Agreement with its respective attorneys before signing it and that each party is freely and voluntarily signing this Agreement in exchange for the benefits provided herein. Each individual executing this Agreement on behalf of a party represents and warrants that he or she is duly authorized to execute this Agreement on behalf of its respective party and that such execution will bind the respective party to the terms of this Agreement.
9. Amendment.
Any modifications to this Agreement shall be effective only when agreed to in writing by the duly authorized representatives of both City and ELV.
10. Entire Agreement.
This Agreement constitutes the entire agreement of the Parties regarding the subject matter described herein and supersedes all prior communications, agreements, and promises, either oral or written.
In case of conflict between the terms of the City-County Agreement and this Agreement, the terms of this Agreement shall control.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
ALESHIRE & WYNDER, LLP
Fred Galante Hye Jin Lee, P.E.
City Attorney Director of Public Works
EUCLID LAND VENTURE, LLC,
a Delaware limited liability company:
By: RBV Euclid, LLC,
a Delaware limited liability company,
its managing member
By: REDA Bascom Ventures, LLC,
a Delaware limited liability company,
its managing member
By: Real Estate Development Associates, LLC,
a California limited liability company,
its administrative member
By: ________________________________
Carl W. Goltermann
Authorized Signatory
CITY OF CHINO
Dr. Linda Reich
City Manager
Dated:
ATTEST:
By:
Natalie Gonzaga
City Clerk
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EXHIBIT 1
RIGHT OF ENTRY AGREEMENT BETWEEN THE CITY OF CHINO AND SAN BERNARDINO COUNTY ENTERED INTO AS OF JULY 30, 2024
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