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MEMORANDUM OF UNDERSTANDING REGARDING
COST SHARING FOR SCOTT BUNDY CANYON RESURFACING PROJECT
THIS MEMORANDUM OF UNDERSTANDING REGARDING COST SHARING FOR SCOTT BUNDY CANYON RESURFACING PROJECT (this “MOU”) is entered into by and between the City of Menifee, a California municipal corporation (“Menifee”), and the City of Wildomar, a California municipal corporation (“Wildomar”), as of _________________, 2026 (the “Effective Date”). Menifee and Wildomar are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
A. On December 23, 2025 Wildomar issued Request for Bids No. CIP 057-3/058-3 related to the resurfacing of a portion of Scott Road and Bundy Canyon Road, shown on Exhibit A, located in Wildomar (the “Wildomar Project Area”).
B. Following a competitive bidding process in compliance with applicable California Law, Wildomar awarded the resurfacing contract to All American Asphalt, a California Corporation (“Contractor”), as more specifically described in that certain Public Works Contract dated February 10, 2026 by and between Wildomar and Contractor (the “Contract”).
C. A portion of Scott Road and Bundy Canyon Road, shown on Exhibit B, is located in Menifee (the “Menifee Project Area”). The Wildomar Project Area and the Menifee Project Area together form a continuous pavement rehabilitation corridor along Scott Road and Bundy Canyon Road serving both jurisdictions.
D. Menifee seeks to include resurfacing work within the Menifee Project Area as part of the continuous Scott Road/Bundy Canyon Road corridor resurfacing effort under the Contract. The Menifee Scope of Work uses the same general type and character of work contemplated under the Contract for Bundy Canyon Road, including grind, overlay, and striping, as reflected in Menifee- approved plans and specifications that are consistent with the plans and specifications used for the Wildomar Project Area and may include supplemental modifications to address field conditions within Menifee (the “Menifee Scope of Work”).
E. The Parties seek to coordinate resurfacing work along the Scott Road/Bundy Canyon Road corridor in a manner that promotes continuity of construction, efficiency, and cost savings, with Wildomar administering the Contract work described in this MOU.
F. The Parties have determined that it is in the public interest for Contractor to perform the Menifee Scope of Work using the existing Contract bid items, unit pricing, project administration, and construction mobilization, subject to Menifee’s reimbursement of Wildomar’s costs for the Menifee Scope of Work under the terms of this MOU.
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MEMORANDUM OF UNDERSTANDING
NOW, THEREFORE, in consideration of the mutual benefits to be derived from this MOU and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Recitals. The Parties hereby confirm the accuracy of the foregoing Recitals which are incorporated herein by this reference.
2. Contract Change Order.
a. Within ten (10) days after Menifee provides any supplemental plan information reasonably necessary to incorporate the Menifee Scope of Work into the existing Contract documents, to Wildomar may approve and execute one or more change orders to incorporate the Menifee Scope of Work into the Contract, provided the work remains of the same general character and nature as the work contemplated under the Contract for Bundy Canyon Road and can be priced using the competitively bid unit prices, bid items, and cost structure set forth in the Contract.
Compensation due from Wildomar to Contractor for the Menifee Scope of Work under the change order(s) may not exceed _______$430,657.70__________(the “Not to Exceed Amount”).
b. Menifee, and not Wildomar shall be responsible for inspection and approval of the work specified in the Menifee Scope of Work
c. The Parties acknowledge that the Menifee Scope of Work remains of the same general character and nature as, and within the scope reasonably contemplated by, the Contract for Bundy Canyon Road. Nothing in this MOU authorizes a material expansion or change in the character of the work under the Contract.
3. Reimbursement of Costs. Within thirty (30) days after receiving a written invoice and supporting documentation from Wildomar identifying amounts due to Contractor for the Menifee Scope of Work, Menifee will reimburse Wildomar for those amounts. Total reimbursement may not exceed the Not-to-Exceed Amount. Menifee’s reimbursement obligation remains limited to actual costs attributable to the Menifee Scope of Work incorporated into the Contract under Section 2.
4. Other Contract Costs. Apart from the reimbursement provided pursuant to Section 3 hereof, Wildomar remains fully responsible for all costs associated with the Contract. The Parties intend for Contractor to perform the Menifee Scope of Work solely through Wildomar’s administration of the Contract as part of the continuous corridor resurfacing effort described in this MOU, and not through a separate contract award by Menifee.
5. Indemnification & Insurance.
a. Wildomar shall indemnify, defend, and hold harmless Menifee and its officials, officers, employees, and agents from and against any and all liabilities, causes of actions, claims, demands, damages, injuries, losses, and expenses (each a “claim”) 2905/031858-1001
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arising out of or in any way relating to the construction, existence, use, operation, maintenance, repair, or failure of project components (1) to the extent Contractor is required to indemnify, defend, or hold Wildomar harmless for such claim under the Contract, and/or (2) to the extent caused by the gross negligence or willful misconduct of Wildomar. b. Paragraph a. shall not apply if Wildomar, prior to or concurrent with executing the change order required by Section 2, amends the Contract to (1) cause any indemnity, defense, and hold harmless obligations of Contractor under the Contract to also apply for the benefit of Menifee and its officials, officers, employees and agents, (2) cause any additional insured requirements for Contractor requiring Wildomar to be listed as an additional insured to also require Menifee and its officials, officers, employees and agents to be listed as additional insureds, and (3) provide that Menifee is a third party beneficiary of the Contract with respect to the Menifee Scope of Work.
c. To the extent permitted by law, Menifee will indemnify, defend, and hold harmless Wildomar and its officials, officers, employees, and agents against claims attributable to: (1) plans or specifications Menifee provides or approves for the Menifee Scope of Work; (2) Menifee’s acts or omissions under this MOU; or (3) allegations that the Menifee Scope of Work exceeds the scope reasonably contemplated by the Contract based on Menifee’s approvals or requests, except to the extent caused by Wildomar’s gross negligence or willful misconduct.
6. Governing Law, Venue. This MOU is made pursuant to and shall be governed by and construed in accordance with the internal laws of the State of California without reference to conflicts of laws principles. Venue for any action arising out of this MOU shall be vested exclusively in the courts of Riverside County, California.
7. Attorneys’ Fees. If an action is commenced between the Parties in connection with the enforcement of any provision of this MOU, the prevailing party in that action shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees.
8. Counterparts. This MOU may be executed in any number of counterparts, each of which shall be deemed an original but all of which counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this MOU by facsimile or as an email attachment shall have the same binding effect as delivery of an executed original.
9. Amendment. This MOU may be amended only by a written instrument signed by the Parties.
10. Interpretation. The paragraph headings of this MOU are for reference and convenience only, are not made part of this MOU and shall have no effect upon the construction or interpretation of any part hereof. The provisions of this MOU shall be construed in a reasonable manner to implement the purposes of the Parties and of this MOU. This MOU shall be construed as if drafted jointly by the Parties.
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11. Authority. The persons executing this MOU on behalf of the Parties warrant that they are duly authorized to execute this MOU on behalf of said Parties and that by so executing this MOU, the Parties hereto are formally bound to the provisions of this MOU.
12. Relationship of the Parties. Nothing in this MOU creates any partnership, joint venture, separate legal entity, joint powers authority, principal-agent relationship, or other similar relationship between the Parties.
13. No Third-Party Beneficiaries. Except as expressly provided in Section 5(b), nothing in this MOU confers enforceable rights or remedies on any non-signatory persons or entity or creates a basis for any such person or entity to recover damages or other sums from either Party.
14. Entire Agreement. This MOU constitutes the entire understanding of the Parties as to the matter contained herein, and no prior written or oral understanding shall be of any force and effect with respect to the matters contained herein.
IN WITNESS WHEREOF, the Parties have executed this MOU on the date(s) set forth below.
CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
Stephanie Roseen, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CITY OF WILDOMAR
_____________, City Manager
Attest:
______________, City Clerk
Approved as to Form:
________________, City Attorney
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EXHIBIT A
WILDOMAR PROJECT AREA
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EXHIBIT B
MENIFEE PROJECT AREA