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HomeMy WebLinkAboutR36-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Gary Van Osde1 Executive Director SUBJECT: TIPPECANOE RETAIL PROJECT - INLAND VALLEY DEVELOPMENT AGENCY DATE: October 29, 2001 G . ! , L . ..... .. I L Svnopsis of Previous Commission/Council/Committee Action(s): On July 12, 1999, the Community Development Commission approved a Cooperation Agreement with the Inland Valley Development Agency, On May 21, 2001, the Community Development Commission and/or Common Council approved a Disposition and Development Agreement with SBT Partners and certified an Environment Impact Report for the HUB Project. On June 18,2001, the Community Development Commission adopted a Relocation Plan for Phase I of the HUB Project. On September 4,2001 the Community Development Commission made a decision to appraise real property for Phase I ofthe HUB project. On October 1, 2001, the Community Development Commission authorized execution of an Owner Participation Agreement with In-N-Out Burger, Inc, Recommended Motion(s): (Community Development Commission) MOTION: That the Community Development Commission authorizes the Executive Director to execute the Redevelopment Condemnation Memorandum dated November 5, 2001, by and between the Inland Valley Development Agency and the Redevelopment Agency of the City of San Bernardino together with such non-substantive changes as are approved by Agency Special Counsel. Contact Person(s): Gary Van OsdellJohn Hoeger Project Area(s) IVDA Phone: 663-1044 Ward(s): Three (3) Supporting Data Attached: It] Staff Report 0 Reso1ution(s) DAgreement(s)/Contract(s) 0 Map(s) It] LetterIMemo FUNDING REQUIREMENTS Amount: $ See text Source: nla SIGNA TURB: nla Commission/Council Notes: GVO:JBH:1ag:II-05-01 Tippecanoe IVDA COMMISSION MEETING AGENDA Meeting Date: 11/05/2001 Agenda Item Number: !?3t, ECONOMIC DEVELOPMENT AGENCY STAFF REPORT Tippecanoe Retail Proiect - IVDA BACKGROUND The Agency's Acquisition Agent (Cutler and Associates) has sent purchase offers to owners of property in Phase I of the Tippecanoe Retail Project (the HUB Project), Staff is currently evaluating responses from many of these property owners. Some owners have indicated their acceptance of the Agency's offer and others have presented counteroffers, However, there also are indications that there will be some cases where owners will be unwilling to agree to the Agency's offer or the Agency will not be able to give meaningful consideration to a counteroffer. Where the owners and the Agency cannot mutually agree, the initiation of condemnation procedures may be needed to acquire those parcels. The HUB Project is being undertaken by the Agency under the terms of a Redevelopment Cooperation Agreement with the Inland Valley Development Agency (the "IVDA"). However, since the IVDA is the redevelopment authority with condemnation powers over the lands included in the HUB Project, the governing board of the IVDA has the final responsibility to adopt any resolution of necessity to acquire such lands by condemnation. The IVDA must take two actions for each proposed acquisition by eminent domain referred to it by the Agency, The first is to issue an unconditional "Statutory Offer" to purchase the property. This will be in addition to the offer which has already been transmitted by the Agency. If the Statutory Offer is not accepted, the second action is to consider the adoption of a "Resolution of Necessity". After IVDA adopts this Resolution, a condemnation action will be filed by the IVDA on behalf of the Agency and the Agency will be required to post a deposit, and request that the court issue an Order for Immediate Possession of the property. Vacant property usually becomes available immediately; occupied property usually becomes available after 90 days, allowing time for relocation ofthe residents. CURRENT ISSUE The attached Condemnation Memorandums sets forth the terms on which the Agency may refer specific HUB Project parcels for acquisition by condemnation using eminent domain powers of the IVDA. The Condemnation Memorandum sets forth each party's role in the condemnation process, IVDA agrees to consider each transaction that is referred to it. The Agency agrees to pay all costs in connection with each action. GVO:ffiH:1ag: 11-05-01 Tippecanoe IVDA COMMISSION MEETING AGENDA Meeting Date: 11/0512001 Agenda Item Number: ~ Economic Development Agency Staff Report Tippecanoe Retail Project October 29,2001 Page Number -2- ENVIRONMENTAL The environmental actions for this matter were previously completed by the Common Council at its May 21, 2001, meeting for State (CEQA) regulations. Compliance with federal (NEPA) regulations with respect to the use of federal funds for demolition of structures within the Harriman Street public street right-of-way has been demonstrated by a Finding of No Significant Issues, issued and circulated by the Agency. FISCAL IMP ACT A deposit of the appraised value of each property referred to the IVDA will be required prior to the holding of a condemnation hearing by the IVDA governing board. The developer is required, under terms of the Disposition and Development Agreement, to pay the agreed land price to the Agency at this time and the Agency in turn will forward the sum to the IVDA. The Agency will then add any additional amount necessary to meet the appraised value. The Agency will also be responsible for legal and court costs in each case after the IVDA adopts one or more resolutions of necessity, The Commission will have reviewed these cost amounts when issuing instructions to the Agency's real property negotiator. RECOMMENDATION That the Community Development Commission authorizes the Executive Director to execute the Redevelopment Condemnation Memorandum dated November 5, 2001, by and between the Inland Valley Development Agency and the Redevelopment Agency of the City of San Bernardi together ith such non-substantive changes as are approved by Agency Special Coon, L Gary n Osdel, Exe tive Director -------------------------------------------------------------------------------------------------------------------------------------------- GVO:JBH:lag: 11-05-01 Tippecanoe IVDA COMMISSION MEETING AGENDA Meeting Date: 11/05/2001 Agenda Item Number: ~3b REDEVELOPMENT CONDEMNATION MEMORANDUM This Redevelopment Condemnation Memorandum (the "Agreement") is dated as of November 5, 2001, by and between the Inland Valley Development Agency, a public entity established pursuant to ajoint exercise of powers agreement under Government Code Section 6500, et seq. (the "IVDA") and the Redevelopment Agency of the City of San Bernardino, a public body corporate and politic (the "Agency") and is entered into with respect to the following facts set forth in the Recitals: -- RECITALS -- WHEREAS, the IVDA has been established pursuant to ajoint exercise of powers agreement in January 1990, for the purpose of assisting in the conversion, redevelopment and civilian reuse of the former Norton Air Force Base located within the City of San Bernardino; and WHEREAS, the member governmental entities of the IVDA include the County of San Bernardino, a political subdivision of the State of California, and the City of Colton, a municipal corporation, and the City of Lorna Linda, a municipal corporation, and the City of San Bernardino (the "City"); and WHEREAS, the IVDA has been granted specific powers by the State Legislature in 1989 (Statutes 1989, Chapter 545: See now Statutes 1997, Chapter 580 and Health and Safety Code Section 33492.40, et seq.) to assist in the redevelopment of the former Norton Air Force Base and the lands in proximity thereto pursuant to the Community Redevelopment Law (Health and Safety Code Section 33000, et seq., is hereinafter referred to as the "CRL"); and WHEREAS, the IVDA has adopted the Redevelopment Plan for the Inland Valley Redevelopment Project Area (the "Redevelopment Plan") in accordance with the provisions ofthe CRL, and the Redevelopment Plan provides for certain redevelopment activities to be undertaken within the redevelopment project area as more fully described in the Redevelopment Plan (the "Project Area"); and WHEREAS, approximately eighty percent (80%) of the Project Area is situated within the territorial jurisdiction of the City; and WHEREAS, the IVDA, the City and the Agency have previously entered into an agreement entitled "1999 Redevelopment Cooperation Agreement", dated as of July 12, 1999, pursuant to which the IVDA, the City and the Agency have initiated the redevelopment ofa potion of the Project Area referred to in the 1999 Redevelopment Cooperation Agreement as the "Agency Implementation Area" and which area has since been referred to by the Agency as the "HUB Project"; and SB200U2085.1 I WHEREAS, the NDA has previously designated the City to serve as the "lead agency" as this term is defined in the California Environmental Quality Act of1970, as amended, ("CEQA") for the purpose of conducting an environmental review ofthe HUB Project; and WHEREAS, the City has certified a Final Environmental Impact Report as of May 21, 2001 (the "FEIR") for the HUB Project, in accordance with CEQA; and WHEREAS, the HUB Project, as analyzed in the FEIR includes the following key elements: (i) the realignment and construction of a new public street improvement project referred to in the FEIR as the Harriman Place Improvement Project; (ii) the assembly and acquisition of public street right-of-way for the Harriman Place Improvement Project; (iii) the assembly of land for the redevelopment of a new commercial retail shopping center to be undertaken by the Developer and In-N-Out; (iv) the assembly and exchange oflands for the redevelopment of a restaurant by In-N-Out as an owner participant in the HUB Project; and WHEREAS, the Agency has entered into a Disposition and Development Agency, dated as of May 21, 200 I, with SBT Partners, LLC, a California limited liability company (the "Developer") and the Agency has also entered into an Owner Participation Agreement, dated as of September 17, 2001, with In-N-Out Burgers, Inc., a California corporation ("In-N-Out") for the implementation of the commercial shopping center portion of the HUB Project; and WHEREAS, the Agency has transmitted offers to purchase parcels ofland situated within the site of the HUB Project, to the owners of such land; and WHEREAS, the NDA and the Agency deem it appropriate to set forth the following procedures for the referral by the Agency to the NDA of certain properties for acquisition by the NDA by eminent domain if necessary, in furtherance of the 1999 Redevelopment Cooperation Agreement and redevelopment of the HUB Project. NOW, THEREFORE, THE INLAND DEVELOPMENT AGENCY AND THE Rli\DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO DO HEREBY MUTUALLY AGREE AS FOLLOWS: Section I, Recitals. The parties acknowledge and agree that the recitals as set forth above are accurate and correct in all respects. SB2001:32085,} 2 Section 2. Accomplishment of Public Pumoses. The parties acknowledge and agree that this Agreement provides the NDA, the City and the Agency with a means to eliminate blight and foster the redevelopment of a portion of the Project Area located within the municipal boundaries ofthe City of San Bernardino, referred to in this Agreement as the "Site" which could not otherwise be accomplished unless the parties to the Agreement agree to exercise certain responsibilities as set forth herein. Section 3. Definitions. In addition to the usage of certain terms and phrases which have defined meanings as set forth in the preceding paragraphs or sections of this Agreement, certain other words and phrases are used in this Agreement with the following meanings unless the particular context of usage of a word or phrase may otherwise require: . "Acquisition Agent" means and refers to the firm of real property acquisition consultants retained by the Agency to provide administrative and liaison services between the Agency and each Owner of a Site Parcel and the Agency, the Appraiser and the Relocation Consultant during the HUB Project land assembly process for the Site. The Acquisition Agent has delivered the Agency offers to purchase the Site Parcels to the Owners. With respect to each Condemnation Parcel the Acquisition Agreement shall also provide such administrative and property acquisition administrative and liaison services as the Agency and the NDA may jointly direct. . "Agency Investigations" means and refers to the Agency's (and the Developer or In-N-Out, as applicable, as the agent of the Agency) due diligence investigations of each Site Parcel relating to the environmental conditions (e.g.: the absence of "hazardous substances" and compliance with "environmental laws") and geotechnical conditions on each such Site Parcel. . "Agency Staff' means and refers to the Executive Director ofthe Agency and the designees ofthe Executive Director of the Agency. . "Appraiser" means and refers to the firm of real estate appraisers retained by the Agency to provide real property appraisal services in connection with the preparation of the Agency offers to acquire each of the Site Parcels. The Appraiser has prepared appraisal reports, each dated August I, 200 I, for the Site Parcels, With respect to each Condemnation Parcel, the Appraiser shall also provide such real property appraisal services as the Agency and the NDA may jointly direct. . "Condemnation Parcel" means and refers to a Site Parcel which the Agency has been unable to satisfactorily complete a negotiated purchase with the Owner thereof within a reasonable period of time following the Agency's transmittal of an offer to purchase such Site Parcel from the Owner. S82oo1:32085.1 3 . "IVDA Staff' means and refers to the Executive Director of the IVDA and the designees of the Executive Director of the IVDA. . "Owner" and/or "Owner of a Site Parcel" mans and refers to the person or entity which owns a Site Parcel. A listing of the identity and the current mailing address of each Owner is on file with the Agency. . "Relocation Consultant" means and refers to the firm of relocation consultants retained by the Agency which shall implement the Relocation Plan and provide relocation assistance services to the occupants of each Site Parcel in consultation with the Agency. . "Relocation Plan" means and refers to the relocation plan for the HUB Project as approved by the Agency at a public hearing conducted on June 18, 2001. A copy of the Relocation Plan is on file with the Agency. . "Site" means and refers to all of the lands necessary for the Harriman Street Improvement Project, the Phase I Project of the Developer and the In-N-Out Project ofIn-N-Out. A map of the Site is attached hereto as Exhibit "A". . "Site Parcel" means and refers to each of the legal parcels ofland which comprise the Site. A legal description of each of the Site Parcels which comprise the Site is on file with the Agency, . "Site Parcel Acquisition Agreement" means and refers to the form of a real estate purchase agreement by and between the IVDA or the Agency and an Owner of a Condemnation Parcel. The Site Parcel Acquisition Agreement shall set forth the acquisition price payable by the Agency to the Owner and contain other details relating to tenant relocation, Owner relocation assistance, if applicable, and other matters approved by the IVDA or the Agency, as applicable. The final acceptance of the terms of each Site Parcel Acquisition Agreement shall be subject to ratification by the IVDA or the Agency, as applicable. Section 4, Referral of Condemnation Parcels bv the Agencv to the IVDA, (a) The IVDA shall consider one or more requests or referral of the Agency to acquire Site Parcels by exercise of the power of eminent domain for community redevelopment purposes as set forth herein, Upon the submission of such a request by the Agency, each Site Parcel to which the request corresponds shall be referred to as a "Condemnation Parcel". Each such request of the Agency shall contain a suitably detailed description of the Site Parcel and the ownership thereof, together with pertinent appraisal information, relocation assistance information, if applicable, and a copy ofthe Agency's offer to purchase such Site Parcel and other information requested by IVDA Staff. SB200U2085,I 4 (b) The Agency shall be responsible for paying all direct third-party costs of the NDA associated with the consideration by the NDA of the acquisition of any Site Parcel referred to it by the Agency as a Condemnation Parcel, including the costs of consultants, real property appraisers, experts, lawyers, engineers and others who may be specifically retained by the NDA for the purpose of undertaking any work or responsibility associated with the consideration of the acquisition of any Site Parcel by the NDA as a Condemnation Parcel, by negotiated purchase or by condemnation. The selection of any such consultant, expert or lawyer to provide such services to the NDA shall be at the discretion of the NDA. In addition, the Agency shall reimburse the NDA for the cost of NDA stafftime devoted to the acquisition by the NDA of any Condemnation Parcel, calculated on an hourly basis in accordance with the NDA' s cost for such staff personnel. The Agency shall pay the NDA for the costs identified in this subsection (b) in monthly installments within thirty (30) days following receipt of a suitably detailed written invoice from the NDA. (c) The Agency shall be responsible for paying all relocation costs and expenses in accordance with applicable law which may arise or be claimed to be payable to any occupant on any Condemnation Parcel who is displaced as a result of the HUB Project. The NDA hereby delegates to the Agency the responsibility for administering the Relocation Plan and verifying the eligibility for relocation assistance benefits for each occupant of a Condemnation Parcel. A determination of eligibility and the amount of any such relocation payment to an Owner or other occupant of a Condemnation Parcel shall not be subject to review or approval by the NDA. Determinations by the Agency and directions to the Relocation Consultant with respect to the implementation of the Relocation Plan and the payment of relocation assistance under Government Code Section 7260 et seq., and other applicable law to the occupants of each Condemnation Parcel, shall be conclusive and final. Provided the Agency is not in default hereunder, the NDA Staff shall issue a notice of displacement to any occupant of a Condemnation Parcel at any time after condemnation proceedings have been initiated with respect to a Condemnation Parcel upon the written request of the Agency Staff. (d) The Agency shall be responsible for paying for all amounts of just compensation which shall be payable to the Owner of each Condemnation Parcel either by way of judgment in a condemnation proceeding or negotiated purchase approved by the NDA in consultation with the Agency as set forth in Section 5(b) or Section 6(h). The Agency shall also be responsible for paying for any interest on the judgment of condemnation for each Condemnation Parcel, together with all court costs, expenses and legal fees waived or payable by the NDA in connection with any such Condemnation Parcel, including any appeal of a final judgment by either the NDA or the Owner of such Condemnation Parcel. (e) The Agency shall be responsible for paying for all amounts of costs and damages to the Owner with the abandonment of any condemnation proceeding by the NDA prior to the entry of a final judgment of condemnation of a Condemnation Parcel. SB2001,32085,1 5 Section 5. Action Bv the IVDA on Each Condemnation Parcel. (a) Promptly following receipt from the Agency of a referral of a Condemnation Parcel, the IVDA Staff shall prepare and transmit an offer to purchase the Condemnation Parcel to the Owner thereof in the form required by Government Code Section 7267.2. The IVDA Staff shall consult with the Agency Staff in the preparation of each such offer ofthe IVDA. The IVDA offer may be presented to the Owner of a Condemnation Parcel by the Acquisition Agent or by such other manner as the IVDA Staff may approve. (b) The IVDA Staff shall consult with the Agency Staff and the Acquisition Agent and Appraiser, as appropriate regarding all consultations for Owners of Condemnation Parcels in response to the IVDA offer. Based upon such consultations the IVDA Staff may direct the Agency Staff to prepare the appropriate form of a Site Parcel Acquisition Agreement by and between the Owner and the IVDA, or the Agency, as applicable with respect to each particular Condemnation Parcel. (c) In the event that within a reasonable period of time following the transmittal of the IVDA offer the IVDA Staff determines that the Owner of a Condemnation Parcel is unlikely to enter into a Site Parcel Acquisition Agreement on terms reasonably acceptable to the IVDA or the Agency, as applicable, the IVDA Staff shall schedule the acquisition of the Condemnation Parcel for consideration of adoption of a resolution of necessity by the governing board ofthe IVDA and give notice of such hearing date to the Owner of the Condemnation Parcel as provided in Code of Civil Procedure Section 1245.235. (d) Within ten (10) days following the giving of any notice by the IVDA Staff under Section 5(c), the Agency shall deliver to the IVDA for deposit into a special fund of the IVDA (the "HUB Project Special Fund"), the amount in cash which is the fair market value for the Condemnation Parcel as set forth in the Agency Appraisal. All amounts on deposit in the HUB Project Special Fund shall be held and invested by the IVDA as public funds of the IVDA for the account ofthe Agency, and interest thereon shall be payable on such invested funds to the account of the Agency. The proceeds ofthe HUB Project Special fund shall be used and applied by the IVDA, as provided in Section 6(h) or as otherwise provided, or to pay for the acquisition of one or more Condemnation Parcels under the terms of a Site Parcel Purchase Agreement and/or for any other costs payable by the Agency to the IVDA hereunder. The IVDA shall have no obligation or responsibility to pay any cost or expense associated with the consideration or acquisition of any Condemnation Parcel except from funds on deposit in the HUB Project Special Fund or from other funds provided by the Agency to the IVDA for such purposes. No other funds of the IVDA are pledged or made available hereunder to pay for any such costs or expenses. (e) In the event that the governing board of the IVDA may in its sole discretion hereafter fail to adopt a resolution of necessity for a Condemnation Parcel, or thereafter, order a condemnation proceeding dismissed or abandoned for any reason, the balance of the HUB Project Special Fund which corresponds to such Condemnation Parcel shall be refunded and paid to the Agency, less any costs as may then be payable by the Agency to the IVDA, as provided herein. SB200U2085,1 6 Section 6. Consideration of Adoption of One or More Resolutions ofNecessitv Bv IVDA and Condemnation Proceedings. (a) Concurrently with the approval of this Agreement, the IVDA has approved and accepted the Agency Appraisal for each Site Parcel and the IVDA adopts each such Agency Appraisal as the IVDA-approved appraisal for each such Site Parcel. (b) The IVDA hereby agrees to consider the acquisition by condemnation, if necessary of each Condemnation Parcel referred to it by the Agency in accordance with this Agreement; provided however the IVDA reserves to the governing board ofthe IVDA the sole and absolute discretion to make each of the findings required by Code of Civil Procedure Section 1245.030 and to adopt the appropriate form of a resolution of necessity with respect to a Condemnation Parcel by a two-thirds (2/3) vote of all of the members ofthe governing board of the IVDA. (c) Provided the governing board of the IVDA has adopted a resolution of necessity with respect to the acquisition of a Condemnation Parcel, the IVDA hereby covenants and agrees to provide direction to IVDA special legal counsel and to exercise all reasonable diligence in the supervision, conduct and prosecution of each condemnation proceeding initiated in the name of the IVDA to acquire each Condemnation Parcel. (d) Condemnation proceedings shall be initiated to acquire Condemnation Parcels in the name of the IVDA and each final judgment in condemnation shall be entered in the name of the IVDA. (e) At the time of filing a complaint in condemnation the IVDA shall deposit with the Clerk of the Superior Court the amount of probable compensation indicated for the Condemnation Parcel. Such amount shall be transferred by the IVDA from the HUB Project Special Fund to the Clerk of the Court at the time of filing such complaint with instructions to the Clerk ofthe Court to invest such deposit of probable compensation with the State Treasurer pending further instruction from the IVDA. In addition, in the event that the Court or the IVDA may determine that additional amounts of probable compensation shall be deposited with the Court, the Agency shall promptly remit such additional amount of probable compensation to the IVDA. (f) The Agency may request the IVDA to make application to the Court for a prejudgment order for possession or a prejudgment order for inspection for any Condemnation Parcel, and either of such orders shall authorize entry by the Agency and/or the Developer on the Condemnation Parcel to conduct Agency Investigations and/or to construct the HUB Project, as applicable. (g) The IVDA shall consult with the Agency as appropriate during all phases of the condemnation proceeding and such consultations shall include regular status reports regarding each condemnation proceeding and settlement discussions and negotiations ofIVDA special legal counsel and IVDA Staff with the Owner of each Condemnation Parcel. SB200U2085.1 7 (h) The Agency shall promptly remit to the IVDA upon receipt of a written invoice, any sum which the IVDA has determined in its discretion is necessary or appropriate to pay to an Owner of a Condemnation Parcel under the terms of a stipulation for entry of judgment in condemnation approved by the IVDA. (i) At such time as the IVDA acquires fee title interest in a Condemnation Parcel, by judgment in condemnation or otherwise, the IVDA shall promptly transfer all of its right, title and interest in such Condemnation Parcel to the Agency by quitclaim deed. Section 7. Defaults -- General. Failure or delay by a party to perform any term or provision ofthis Agreement constitutes a default under this Agreement. The party in default must immediately commence to cure, correct, or remedy such default within thirty (30) days after receipt of written notice of such default, and ifthe defaulting party does not diligently complete such cure, correction or remedy within a reasonable time, then a breach shall be deemed to have occurred and the non- defaulting party may assert its other rights and remedies. The party which claims that a default or breach has occurred shall give written notice of default, specifying the default complained of by the injured party. Except as required to protect against further damage, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Section 8. Operating Memoranda. It is recognized and acknowledged that the implementation of the development of the HUB Project and the acquisition of each Condemnation Parcel will require a close degree of cooperation between the IVDA and the Agency. Therefore, any written operating memorandum shall be given reasonable and fair consideration, as necessary, and such approval shall not be unreasonably withheld, Such memoranda shall, upon approval, become an addendum hereto and become a part hereof. Section 9. Notices. Formal notices, demands and communications among the IVDA, the Agency and the City shall be deemed sufficiently given if (i) dispatched registered or certified mail via United State Postal Service, postage prepaid, return receipt requested, as designated in this Section II, (ii) by personal deliver, (iii) express delivery service with written verification of deliver, or (iv) by electronic transmittal including fax transmissions with telephonic verification of receipt. Such written notices, demands and communications may be sent in the same manner to such other addresses as any party may from time to time designate by written notice to the other parties. Copies of all notices, demands and communications shall be sent as follows: , .' IVDA: Inland Valley Development Agency 294 South Leland Norton Way San Bernardino, California 92408 Attention: Executive Director S82001 :32085,1 8 Agency: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Third Floor San Bernardino, California 92401 Attention: Executive Director Notices which are dispatched by registered or certified mail through the United State Postal Service shall be deemed to be given three (3) business days after deposit with the United States Postal Service, and notices which are given by personal delivery shall be deemed given upon such personal deliver. Notices dispatched by express delivery service shall be deemed to have been given upon receipt by the party receiving such notice and execution of the deliver receipt, and notices dispatched through electronic transmittals shall be deemed to have given upon telephonic verification of receipt. Section 10. Indemnification and Hold Harmless. The Agency hereby agree to indemnify, defend and hold harmless the IVDA and each of its officers, officials and employees from any and all loss, liability, claim, cost, expense or judgment, including attorney's fees, that may result from the implementation of this Agreement. The Agency shall also defend, indemnify and provide the cost of defense on behalf of the IVDA with respect to any third party challenge to the validity of this Agreement. Such indemnification and hold harmless shall apply whether ornot the IVDA is alleged to be at fault or in any manner to contributed to any such loss, liability, claim, cost, expense or judgment which may arise in connection with this Agreement. Section 11. Termination of Agreement. This Agreement may be terminated by either party upon one year prior written notification to the other party. Section 12. Invaliditv of Anv Provision. In the event it is determined that any provision of this Agreement is invalid or unenforceable as between the parties, the remaining provisions which are determined to be valid and enforceable shall remain in full force and effect. Section 13. Approval and Effective Date of Agreement. This Agreement has been duly approved and authorized for execution and delivery by the governing board ofthe IVDA and by the Community Development Commission of the City of San Bernardino, on behalf of the Agency, and this Agreement has been duly executed and delivered by the parties hereto, This Agreement may be executed in counterparts and when fully executed by the parties it shall be effective for all purposes as ofthe date set forth in the introductory paragraph. II II II II II II II SB200U2085.1 9 THIS AGREEMENT HAS BEEN DULY EXECUTED BY THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO AS SET FORTH BELOW. IVDA Inland Valley Development Agency Date: By: Co-Chair By: Co-Chair (SEAL) ATTEST: By: Clerk of the Board Approved as to Form: By: General Counsel AGENCY Redevelopment Agency of the City of San Bernardino Date: By: Executive Director Approved as to Form: By: Agency Special Counsel SB200U2085,l 10 EXHIBIT "A" [Map of the Site] . 5B200U2085,I 11