MEMORANDUM OF UNDERSTANDING
Authorization to Engage in Exclusive Pre-Development
Discussions for a Potential Sports Complex Project
This Memorandum of Understanding (“MOU”) is entered into this ____ day of ____, 2026 (the “Effective Date”), by and between the City of Moreno Valley, a municipal corporation (“City”), and Sports Facilities Development, LLC (“Respondent”), collectively referred to as the “Parties.”
RECITALS
WHEREAS, the C ity issued a Request for Proposals seeking qualified development teams to propose a concept for a sports complex, including identification or securing of a site, and potential development and operation of such a facility;
WHEREAS, Respondent submitted a proposal outlining its conceptual approach for a sports complex project;
WHEREAS, the City desires to engage in exclusive pre -development discussions with Respondent to evaluate feasibility, site identification strategies, and potential partnership structures;
WHEREAS, nothing in this MOU constitutes approval of any Project, site, entitlement, financing mechanism, development agreement, or operational arrangement;
NOW, THEREFORE, the Parties agree as follows:
1. PURPOSE
This MOU authorizes the City of Moreno Valley, through its Economic Development Department, pursuant to City Council direction, to engage in a defined period of exclusive pre-development discussions with the selected respondent to the City’s Request for Proposals (“RFP”) for a potential sports complex project (“Project”).
The purpose of this MOU is to evaluate project feasibility, including potential site identification strategies, conceptual development approaches, and potential public - private partnership structures consistent with t he RFP scope, following review of submitted proposals to determine whether a feasible project structure may be developed consistent with City goals and community needs.
This MOU does not constitute approval of any Project, site, entitlement, financing mechanism, development agreement, or operational arrangement.
No site has been selected or approved by the City.
2. AUTHORIZATION FOR EXCLUSIVE PRE-DEVELOPMENT DISCUSSIONS
The City Council authorizes the Economic Development Department, in coordination with the Parks & Community Services Department, to engage in exclusive pre -development discussions with Respondent for the limited purpose of evaluating feasibility, conceptual design approaches, site identification strategies, and potential partnership structures.
During the term of this MOU, the City will not initiate or conduct formal negotiations with other respondents regarding the proposed sports complex concept. The City retains full discretion to receive and consider unsolicited proposals at any time.
3. SCOPE OF PRE-DEVELOPMENT DISCUSSIONS
3.1 Site Identification and Evaluation
Identification and evaluation of potential public or private sites Assessment of site feasibility, infrastructure, and development constraints Preliminary site acquisition strategy discussions (non-binding) Coordination with property stakeholders as appropriate
3.2 Conceptual Facility Development
Sports complex programming and facility mix concepts
Conceptual site layout studies
Preliminary cost range estimating
3.3 Market and Feasibility Analysis
Market demand and participation analysis
Benchmarking against comparable facilities
Economic impact and feasibility modeling (planning-level only)
3.4 Financial and Delivery Structure Evaluation
Evaluation of potential public-private partnership structures Conceptual development, financing, and operating models Analysis of potential project delivery scenarios
3.5 Conceptual Adjacent and Complementary Uses (Feasibility Evaluation Only) Evaluation of potential complementary or ancillary land uses that may enhance project feasibility and economic sustainability
High-level analysis of potential private development components (e.g., hospitality, food and beverage, retail, entertainment, or other market-supported uses)
Assessment of how such uses could be integrated with the sports complex Identification of potential value -capture or partnership structures associated with such uses
3.6 SUBCONSULTANTS AND COST RESPONSIBILITY
Discussions may include preliminary advisory input on operational planning, venue programming, and potential development strategies, provided such input does not create any binding commitment by the City. Any reports, analyses, studies, or other work product prepared b y or on behalf of Respondent in connection with this MOU and provided to the City shall be the property of the City and may be used by the City for any lawful purpose.
Respondent may, with City oversight, engage qualified subconsultants or technical advisors to support the evaluation of the Project. Respondent remains responsible for coordination and management of any such subconsultants. All costs associated with subconsultants engaged by Respondent shall be the responsibility of Respondent, and no City funds are committed under this MOU.
4. NO SITE CONTROL / NO ACQUISITION AUTHORITY
Nothing in this MOU authorizes Respondent to acquire property on behalf of the City or to act as the City’s agent in real property transactions. Any site acquisition, control, or development rights shall require separate agreements approved by the City Council.
5. NO COMMITMENT / NON-BINDING EFFECT
This MOU is intended solely to facilitate pre -development discussions and does not obligate the City or Respondent to pro ceed with any Project or enter into any development, financing, construction, or operations agreement.
6. CITY DISCRETION / CEQA
The City retains full discretion over all land use approvals and environmental review under the California Environmental Qual ity Act (“CEQA”). Nothing in this MOU shall be construed as a commitment to approve or deny any future project proposal.
7. TERM
This MOU shall remain in effect for twelve (12) months from the Effective Date, unless earlier terminated by the City, in its sole discretion, upon thirty (30) days’ written notice, or by mutual written agreement of the Parties.
The parties may mutually agree in writing to extend the term of this MOU.
8. FUTURE AGREEMENTS
Any progression beyond the pre-development phase shall require separate City Council approval and written agreement and may include, but is not limited to:
Market Analysis
Feasibility Studies
Development Advisory Agreement
Ground Lease or Site Control Agreement
Construction Agreement
Financing Agreements
Facility Operations Agreement
9. CONFIDENTIALITY
To the extent permitted by law, the Parties agree to reasonably protect confidential or proprietary information exchanged during the pre -development discussions. Nothing herein shall prevent the City from complying with the California Public Records Act or other applicable laws.
10. NO AGENCY
Nothing in this MOU shall be construed to create a partnership, joint venture, or agency relationship between the Parties. This MOU is not intended to, and shall no t, create any rights in any third party, and no third party shall be entitled to enforce any of the terms of this MOU.
11. GOVERNING LAW AND VENUE
This MOU shall be governed by and construed in accordance with the laws of the State of California, with venue in Riverside County, California.
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IN WITNESS WHEREOF, the Parties have executed this MOU as of the Effective Date.
CITY OF MORENO VALLEY SPORTS FACILITIES DEVELOPMENT, LLC
By: By: ___________________________
_______________________ Name: _________________________ City Manager
Title: __________________________
_______________________
Date Date: __________________________
ATTEST:
________________________
City Clerk
APPROVED AS TO FORM:
_______________________
City Attorney