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Agreement A-24-109 Cooperative Agt. Agt. for the Exchange of Real Property.pdf
23-1040 Agreement No. 24-109 COOPERATIVE AGREEMENT AND AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY (CLOVIS REGIONAL LIBRARY PROJECT) BY AND BETWEEN THE CITY OF CLOVIS AND THE COUNTY OF FRESNO This Cooperative Agreement and Agreement for the Exchange of Real Property (Clovis Regional Library Project) ("Agreement) is entered into effective March 5th , 2024 ("Effective Date"), by and between the City of Clovis, a California general law city and municipal corporation ("City"), and the County of Fresno, a political subdivision of the State of California ("County"), including the following Recitals,which are a substantive part of this Agreement: RECITALS A. County owns and operates the Fresno County Library—Clovis Regional Branch, located at 1155 5th Street, Clovis, CA in City's Civic Center ("Existing Library"). The Existing Library consists of an approximate 8,457 square foot building on an approximate 34,112 square foot parcel of property,owned by the County. The site of the Existing Library is legally described and depicted in Exhibit A, and hereinafter referred to as "Parcel A". With respect to the Existing Library, there exist various agreements between City and County from 1974, which are on file with City and County, governing the disposition of the Existing Library upon County ceasing to use the building ("1974 Agreements"). B. The Existing Library on Parcel A serves the City of Clovis and surrounding areas, and has been determined by County to be wholly inadequate to serve community needs. In that regard, County intends to construct a new Clovis Regional Branch library ("New Library"),proposed to be approximately 26,270 square feet. City and County agree that, as of the Effective Date, the approximate market value of the Existing Library (land and building) is $3,500,000, based upon appraised value estimates by the City and County. C. City owns approximately 5.7 acres of formerly vacant land at 735 Third Street, in the Old Town area of the City of Clovis,which City acquired in January 2015 for the purposes of siting the New Library and constructing City facilities, to include a new Senior Activity Center and Transit Hub (collectively, "City Facilities"). This property is described and depicted in Exhibit B, and hereinafter referred to as the "Landmark Square Property." City represents to County that City acquisition costs for the Landmark Square Property are $2,850,000, with $586,355 of this amount allocable to Parcel B (the New Library). City further represents to County that City's estimated land improvement and infrastructure costs to serve the New Library are $2,600,000, for total estimated City costs of$3,186,355 allocable to Parcel B (the New Library). Records reflecting these costs are on file with City,shall be available upon request by County,and are identified herein for the purpose of using City's library development impact fee and other City funds towards City's obligations under this Agreement. D. County made application for City Site Plan Review 2019-020,requesting City's approval of the design and layout of the New Library, and City granted approval of the application on February 1 18, 2020, subject to certain conditions of approval set forth in SPR2019-20, which conditions have been accepted by County. E. City adjusted the existing parcel configuration with the Landmark Square Property, to establish a parcel of 1.15 acres,in the location, shape,and dimension necessary to accommodate the final New Library site configuration, as depicted in Exhibit C, and intends to make the parcel, hereinafter referred to as "Parcel B", available to County for construction of the New Library, in accordance with the terms hereof. F. City desires to convey Parcel B (including the completed site improvements referenced in Part 2 hereof) to County for the New Library, at no charge to County, and pursuant to California Government Code §25365, the 1974 Agreements, and other authorities, and in exchange, County agrees to convey Parcel A(including the Existing Library building)to City at no charge to City, for the purposes hereof. County's conveyance of Parcel A to City shall occur after completion of construction of the New Library. City's intent is to use Parcel A for City offices. NOW THEREFORE, in consideration of the mutual covenants hereof contained, and for other good and valuable consideration, the parties agree as follows: PART 1 —PROPERTY EXCHANGE 1.1. Property Exchange. City agrees to convey Parcel B (including the site improvements referenced in Part 2 hereof) to County, and, in exchange, County agrees to convey Parcel A (including the Existing Library building) to City after completion of construction of the New Library, at no cost to either party, except those costs incurred or that may be incurred by the parties to comply with the parties' respective obligations under this Agreement,and except for each party's respective share of Escrow costs as provided herein. The property exchanges are subject to each Parcel's timetable for Closing, as set forth in Sections 1.7 and 1.8 hereof. The property exchange shall occur through each party granting its fee simple title by grant deed, and/or other instrument satisfactory to the transferee, to transfer full interest to the property and improvements to the other party, with each Parcel exchange being transferred"AS IS,"with no warranties as to the condition of the property, and for Parcel A no warranties as to the condition of the Existing Library building, or use for the intended purposes thereof, each party to do their own due diligence prior to the Close of Escrow A and Close of Escrow B (as defined in Section 1.2 hereof),provided however,this"AS IS"transfer status shall not apply(i)in regard to any Hazardous Materials found on Parcel B, as further described in Sections 1.5(B), or to 3.15 hereof. In light of the different timetables for each Closing(as defined herein),two different Escrows shall be utilized, as provided herein. 1.2. Escrow. After the Effective Date hereof, City and County shall open an Escrow (each an "Escrow") one for Parcel B ("Escrow B"), and a separate, independent Escrow for Parcel A ("Escrow A") with the Clovis Office of First American Title Company, 644 Pollasky Avenue, Clovis, California 93612 (Telephone: 559-322-1031), or another escrow company mutually satisfactory to both parties (acting in its capacity as the title company, "Title Company," or acting in its capacity as the escrow agent, "Escrow Agent"),provided that the same escrow company shall 2 be used for both Escrows. The two Escrows shall be opened simultaneously, upon deposit with the Title Company of one fully executed counterpart of this Agreement. Both Parcel A and Parcel B shall independently close escrow (each a "Closing", and individually,"Parcel A Closing,"and"Parcel B Closing",respectively,or"Close of Escrow A"and "Close of Escrow B", respectively) by the recordation of the respective grant deeds in the official records of Office of the Recorder of the County of Fresno (the "Fresno County Recorder") in accordance with the terms hereof. Close of Escrow A and Close of Escrow B shall each independently occur(a)within ten(10)business days after all conditions set forth in this Agreement with respect to Parcel A and Parcel B, respectively, have been satisfied or waived, as provided herein, and (b) shall be deemed to be the date on which the grant deed with respect to Parcel A or Parcel B,respectively, is recorded in the official records of the Fresno County Recorder. The grant deed for Parcel A from County to City shall be accompanied by any other conveyance required by Title Company to deliver clear title to Parcel A, including the Existing Library building and any improvements,in the name of City, subject only to the Exceptions of Title set forth in the Preliminary Report referenced in Section 1.4 hereof. This Agreement shall constitute joint escrow instructions by the parties to the Title Company with respect to each separate, independent Escrow A and Escrow B, provided herein; provided however,the parties shall execute such supplementary instructions as may be necessary to carry out the terms hereof, or as may be reasonably requested by the Title Company prior to the closing date for each respective Parcel. If any term of such supplementary instructions conflicts with the provisions hereof, this Agreement shall control. 1.3. Costs of Escrow. City and County shall pay their respective portions of the premium for the Title Insurance Policy as set forth herein. The transferor of each Parcel shall pay any documentary transfer taxes, and, with respect to the conveyance of both Parcels, County and City shall each pay one-half of all other applicable fees, charges, and costs arising from Escrow A and Escrow B. 1.4. Preliminary Reports. The parties have caused the Title Company to deliver a standard preliminary report ("PreliminM Report"), in a word-searchable native PDF acceptable to the parties, to County with respect to title to Parcel B, and to City with respect to Parcel A, together with, via electronic links embedded therein, all legible copies of the documents underlying any exceptions ("Exceptions to Title") set forth in the Preliminary Report, prior to execution of this Agreement. (a) As a condition for County to complete Close of Escrow B, the condition of the title to the Parcel B, at Closing, shall only be the condition of title as reflected in that certain Preliminary Report for the Real Property, effective as of May 5, 2023 at 07:30 A.M. ("Parcel B Preliminary Report"), including all of the documents identified therein as Exceptions 1 through 24, except for the documents identified as Excluded Exceptions ("Excluded Exceptions"), which Excluded Exceptions City shall remove from the Condition of Title at Closing,together with any agreements, documents,or other matters on title that have been approved or consented to by County prior to the Closing ("Condition of Title of Parcel B"). The Excluded Exceptions are identified in the Parcel B Preliminary Report as follows: 3 [None] All of the documents identified in the Parcel B Preliminary Report, except for the Excluded Exceptions, together with any agreements, documents, or other matters on title that have been approved or consented to in writing by County prior to the Close of Escrow B, shall collectively be the "Parcel B Permitted Exceptions." From and after the effective date of the Parcel B Preliminary Report, City shall not modify, alter, or amend, and shall use commercially reasonable efforts to prohibit any person or entity from modifying,altering,or amending,the Condition of Title of Parcel B without the express written consent of County, which consent may be withheld or conditioned in County's sole and absolute discretion. (b) As a condition for City to complete Close of Escrow A,the condition of title to Parcel A, at Closing, shall only be the condition of title as reflected in that certain Preliminary Report for Parcel A, printed as of April 18, 2023 and effective as of April 10, 2023 at 07:30 AM ("Parcel A Preliminary Report"), including all of the documents identified therein as Exceptions 1 through 7, except for the documents identified as Excluded Exceptions, which Excluded Exceptions County shall remove from the condition of title at Closing, together with any agreements, documents, or other matters on title that have been approved or consented to by City prior to the Closing ("Condition of Title of Parcel A"). The Excluded Exceptions are identified in the Parcel A Preliminary Report as follows: [None] All of the documents identified in the Parcel A Preliminary Report as Exceptions 1 through 7, except for the Excluded Exceptions, together with any agreements, documents, or other matters on title that have been approved or consented to in writing by County prior to the Closing, shall collectively be the "Parcel A Permitted Exceptions." From and after the effective date of the Preliminary Report, City shall not modify, alter, or amend, and shall use commercially reasonable efforts to prohibit any person or entity from modifying,altering,or amending,the Condition of Title of Parcel A without the express written consent of City, which consent may be withheld or conditioned in City's sole and absolute discretion. 1.5. Due Diligence Period. The parties shall have the respective time periods specified below to undertake the following activities relating to the acquiring party's due diligence activities concerning the respective Parcel being acquired ("Due Diligence Period"). During the Due Diligence Period, County and City shall do the following, respectively, which shall be considered part of each acquiring party's conditions precedent to closing of the respective Parcel being acquired. A. Unrecorded documents.Prior to the Effective Date hereof,the transferring party shall provide to the acquiring party,within fifteen(15)days of Escrow opening,all copies of CC&Rs and any non-recorded document, reasonably known to the transferring party, and in its possession or reasonable control pertaining to development, operation and ownership of the respective Parcel being acquired. B. Land Examination. The transferring parry shall provide to the acquiring party all copies of any existing environmental reports reasonably available or already in the transferring 4 party's possession, including, but not limited to, any topographical survey, Level I and Level II environmental reports, soils and geotechnical reports, hazardous waste reports, engineering data, and ALTA and/or land surveys and maps pertaining to the respective Parcel at least thirty (30)days prior to Escrow opening (collectively, "Property-Related Documents."). Notwithstanding anything to the contrary in this section and the representations set forth in section 1.71)(1)(g), County acknowledges that during construction of the City Facilities, City discovered contaminated soil on the Landmark Square Property. City removed the contaminated soil and completed other remedial steps as required by State and local regulatory agencies including the installation of a Vapor Barrier(VB)under the foundations of City's Senior Activity Center and Transit Hub. City provided County with all reports relating to City's remedial actions. City received a"No Further Action" letter for the Parcel B new Library site. In regard to Parcel B, and as a result of the discovered contaminated soil on the Landmark Square Property, County conducted its own environmental review, which consisted of a Phase I Environmental Site Assessment(ESA)and a Limited Phase II ESA(File No's. 24000372.003A and 24000372.004A, respectively). The Phase I ESA recommended the soil and soil vapor beneath Parcel B be assessed to evaluate whether potential Contaminants of Concerns(COCs)in these media may adversely affect the health of construction workers or future Parcel B occupants. Because City has incorporated remedial action that includes the installation of a VB under the foundations of City's Transit and Senior Centers, County has determined the need to also install a VB under the proposed New Library foundation to mitigate potential future intrusion of volatile organic compound (VOC) vapors that may be present in soils beneath the Parcel B site, at City's expense. After County installs the VB, County shall issue an invoice to City for all costs to install the VB, and City shall pay County within thirty (30)days of receipt of such invoice. Any timelines described in this Agreement shall be extended by the length of time required for County to install the VB, reimburse County for the cost to install the VB, and for City to fully remediate any Hazardous Material to County's satisfaction provided that, prior to the expiration of such fifteen (15) day period, City gives County written notice of such extended length of time required for City to fully remediate any such Hazardous Material in regard to Parcel B, and such timelines described in this Agreement shall be extended by such extended length of time. Within sixty (60) days following Escrow opening (except as extended for any Remediation by City of Hazardous Materials regarding Parcel B, as provided herein), the acquiring party shall approve or waive, in writing, all Property-Related Documents provided to the acquiring parry, as provided herein, pertaining to the respective Parcel, whether provided by the transferring party or acquiring party, provided however, the acquiring party may terminate this Agreement without any cost or penalty if the acquiring party is not satisfied with any of the Property-Related Documents so provided, or any Property-Related Documents not provided. C. Definitions. i. For purposes of this Agreement, "Environmental Laws" shall mean any and all present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like,as well as common law,any judicial or administrative orders,decrees or judgments thereunder, and any permits, approvals, licenses, registrations, filings and authorizations, in each case as now or hereafter in effect,relating to the pollution, protection or cleanup of the environment,relating to the impact of Hazardous Materials on property, health or safety, or the use or release of Hazardous Materials, or relating to the liability for or costs of other actual or threatened danger to health or the environment. 5 ii. For purposes of this Agreement, "Hazardous Material" shall mean any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States,the State of California, or any local government authority having jurisdiction over the Parcel. Hazardous Material includes, without limitation: a) Any "hazardous substance," as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code §§ 9601-9675 b) "Hazardous waste,"as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code §§ 6901-6992k); c) Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable laws and regulations (including applicable consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); d) Petroleum products; e) Radioactive material, including from any source, special nuclear, or byproduct material as defined in 42 United States Code §§ 2011-2297b-7; f) Asbestos in any form or condition; and g) Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs. iii. For purposes of this Agreement, "Remediation" shall mean "any response, remedial removal, or corrective action; any activity to clean up, detoxify, decontaminate, contain, or otherwise remediate any Hazardous Materials;any actions to prevent,cure or mitigate any release of any Hazardous Materials;any action to comply with any Environmental Laws or with any permits issued pursuant thereto; any inspection, investigation, study, monitoring, assessment, audit, sampling and testing,laboratory or other analysis,or evaluation relating to any release of Hazardous Materials. Remediation shall include all responses described herein to remediate any Hazardous Materials, whether they occur during construction, or after construction is completed and after Closing, while County is operating the New Library at any time in the future. D. Legal Compliance and Code Examination. After Escrow opening, and prior to Closing,the acquiring party shall have a right,along with its agents, contractors and subcontractors, to enter upon the respective Parcel and any building thereon to be acquired, at any reasonable time, upon notice to the transferring party and at a mutually agreeable time, to make such inspections, surveys and tests of the respective Parcel and any building thereon and improvements thereto as may be necessary to determine compliance with applicable codes and laws,or as otherwise desirable in the inspecting party's judgment. The acquiring party shall use care and consideration in connection with any such inspection and testing,and shall hold harmless,indemnify,and defend the transferring party from any and all claims, damages, costs, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from such entry and/or activities upon the respective Parcel. Notwithstanding the foregoing, City agrees to acquire Parcel A (including the Existing Library and improvements to Parcel A) from County in an "AS IS" condition, with no obligation on the part of County to correct, or otherwise compensate City for, any non-compliance of Parcel A (including the Existing Library and improvements to Parcel A), with any federal, state or local laws or regulations, or deficiencies in any building codes. 6 1.6. Title Insurance. Upon recordation of the grant deed for Parcel B,the Title Company shall issue to County an American Land Title Association(ALTA)policy of title insurance ("Title Policy"),together with such endorsements as are reasonably requested by County, issued by the Title Company insuring that the title to Parcel B is vested in County in the condition required by Section 1.1 hereof. The Title Policy shall be for the amount requested by County ("County Insured Amount"). City shall be responsible for the cost of providing the equivalent of a California Land Title Association(CLTA)policy of title insurance in the amount of$586,355, which is equal to the portion of City's represented acquisition costs of Parcel A allocable to Parcel B. County shall be responsible for all other costs for the balance of the Insured Amount plus any additional endorsements County desires. At the time the Title Insurance Company issues the Title Policy, together with any such endorsements, to County,the Title Company shall provide City with a copy of the Title Policy, and any such endorsements. Upon recordation of the grant deed for Parcel A, plus any other conveyance required by the Title Company to deliver clear title to Parcel A, including the Existing Library building and any improvements, in the name of City, subject only to the Exceptions of Title set forth in the Preliminary Report referenced in Section 1.4 hereof, the Title Company shall issue to City a California Land Title Association (CLTA) policy of title insurance ("Title Policy"), together with such endorsements as are reasonably requested by City, issued by the Title Company insuring that the title to Parcel A is vested in City in the condition required by Section 1.1 hereof.The Title Policy shall be for the amount requested by City ("City Insured Amount"). County shall be responsible for the cost of providing the Title Policy. City shall be responsible for the cost of any additional endorsements City desires.At the time the Title Insurance Company issues the Title Policy,together with any such endorsements, to City, the Title Company shall provide County with a copy of the Title Policy, and any such endorsements. 1.7. Parcel B Escrow and Closiniz. A. Parcel B Closing. Subject to Section 1.513, hereof, the City's transfer of Parcel B to County shall Close Escrow B after satisfaction of all of City Conditions of Closing for Transferring Parcel B (as defined in Section 1.7.C.(1) hereof) and all of all County Conditions of Closing for Acquiring Parcel B (as defined in Section 1.7.C.(2) hereof), but in no event later than one hundred eighty (180) days following the Effective Date, unless otherwise extended by written agreement of the parties. As provided in Section 1.2 hereof, Close of Escrow B shall mean the time and day the grant deed for Parcel B is recorded in the official records of the Fresno County Recorder. B. Remedying deficiencies. If Escrow B is not in the condition necessary to close by the Escrow B Closing Deadline, then the parties shall promptly meet and confer and diligently cooperate in good faith to remedy any deficiencies,and make such accommodations,consistent with the spirit and mutual intent of the parties in this Agreement. After the deficiencies are remedied,the Escrow Agent shall proceed with Parcel B Closing as soon as possible. Notwithstanding the foregoing,the County may terminate this Agreement,upon notice thereof to City, without any cost or penalty if the deficiencies are not remedied to the County's satisfaction. 7 C. Conditions of Parcel B Closing. Parcel B Closing is conditioned upon satisfaction of the following terms and conditions within the times designated below. (1) City's Conditions of Parcel B Closing. City's obligation to proceed with Parcel B Closing is subject to the fulfillment by County, or waiver by City, of each and all of the conditions precedent, described below ("City Conditions of Closing for Transferring Parcel B"), which are solely for the benefit of City, and which shall be fulfilled by County,or waived in writing by City, by the time periods provided for herein: (a) No Default. Prior to the Close of Escrow B, County shall not be in default in any of its obligations under the terms hereof, and all representations and warranties of County contained herein shall be true and correct in all material respects. (b) Execution of Documents. County shall have executed the grant deed for the Parcel A conveyance to City, and deposited that grant deed in the separate, independent Escrow A created by this Agreement. County shall have executed and deposited any other documents required hereunder for such transfer and delivered such documents into Escrow A. (c) Payment of Funds. Prior to Parcel B Closing, County shall have deposited the costs of Parcel B Closing, payable by County into Escrow B, in accordance with Section 1.3 hereof. (2) County's Conditions of Parcel B Closing. County's obligation to proceed with Parcel B Closing is subject to the fulfillment by City, or waiver by County, of each and all of the conditions precedent,described below("County Conditions of Closing for Acquiring Parcel B"), which are solely for the benefit of County, and which shall be fulfilled by City,or waived in writing by County,by the time periods provided for herein: (a) No Default.Prior to the Close of Escrow B,City shall not be in default in any of its obligations under the terms hereof, and all representations and warranties of City contained herein shall be true and correct in all material respects. (b) Execution of Documents. City shall have executed the grant deed for the Parcel B conveyance to County and any other documents required hereunder for such transfer, and delivered such documents into Escrow B. (c) Review and Approval of Title. County shall have reviewed and approved the condition of title of Parcel B, as provided in Section 1.5 hereof. (d) Title Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have agreed to provide to County the Title Policy for Parcel B upon Close of Escrow B, in accordance with Section 1.6 hereof. (e) Legal Parcel. An acceptable instrument adjusting the existing parcel configuration for the Landmark Square Property, creating a legal Parcel B, of the minimum size specified herein, and to accommodate the footprint of the New Library, to be conveyed to County, as provided herein, has been recorded by, or is ready to record with the Fresno County Recorder 8 concurrently with Close of Escrow B, provided that the recordation of such instrument with the Fresno County Recorder shall be recorded prior to the recordation of the grant deed for Parcel B. (f) Title Examination and Land Examination. There are no changes in the conditions that could have been discovered from Title Examination and the Land Examination during the Due Diligence Period. (g) Remediation. County is satisfied with City's Remediation of any and all Hazardous Materials in,on,or under Parcel B,as required by this Agreement.However,County's satisfaction with City's Remediation of any and all Hazardous Materials up to the date of Close of Escrow B does not relieve the City of any obligation for future Remediation of Hazardous Materials that arise later as a result of conditions present at the time of transfer. D. Representations and Warranties. (1) City Representations. City represents and warrants to County as follows: (a) Authorily. City has the full right, power and lawful authority to own, grant, transfer, and convey Parcel B, as provided herein, and undertake all of its obligations, as provided herein. The execution,performance,and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City, and City is not required to obtain the authorization, approval, consent, or other order of any other person or entity to do so. (b) No Conflict. To the best of City's knowledge, City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a parry or by which it is bound. (c) Litigation.To the best of City's knowledge,there are no actions,suits, material claims, legal proceedings or any other proceedings pending or threatened against City contesting this Agreement or seeking to restrain or enjoin City's performance under this Agreement, or affecting Parcel B, or any portion thereof, at law or in equity, that may be before any court or governmental agency, domestic or foreign. (d) DeBenedetto Property Exchange Agreement. City represents to County that City has completed or will be completing City's obligations under the City of Clovis Real Property Exchange Agreement with DeBenedetto Properties Ltd., dated December 12, 2016 (the"Property Exchange Agreement"),which agreement is on file with City and a copy thereof has been provided to County, provided however, any reference herein to the Property Exchange Agreement does not make the Property Exchange Agreement a part of this Agreement or otherwise obligate County under the terms or conditions thereof. Any remaining obligations to be performed under the Property Exchange Agreement will be completed in conjunction with, and not later than City's completion of construction of the City Facilities. Without limiting the generality of Sections 1.7.1).(1)(b) and 1.7.D.(1)(c), to the best of City's knowledge, after having undertaken a diligent investigation,there are no longer any disputes with DeBenedetto Properties relating to the Property Exchange Agreement, or otherwise relating to the Landmark Square Property, and there is nothing pending that will adversely affect the ability of City to perform its obligations under this Agreement, including the transfer of Parcel B, or any portion thereof, to County, and County's operation of the 9 New Library and use (including allowing use by the New Library's invitees) of Parcel B and the area covered by the easements referenced in Section 2.1(H) hereof. (e) No City Bankruptcy. City is not the subject of a bankruptcy or other insolvency proceeding. (f) Deliveries. All documents, instruments and other information delivered by City to County pursuant to this Agreement are, to the best of City's knowledge, true, correct and complete. (g) Environmental Conditions.To the Best of City's knowledge,there are no surface or subsurface soil, water, mineral, chemical or environmental conditions presently, or with the passage of time (as to conditions existing at the date of execution of this Agreement), that will: (a) require any reporting to any governmental officers, agencies, or authorities having regulatory, oversight, or enforcement authority over the subject matter thereof; (b) constitute a nuisance,a risk to human health or safety,or a violation of any federal, state,or local environmental protection, maintenance, preservation or improvement statute, regulation, or ordinance; or (c) otherwise adversely affect or threaten to adversely affect the use and operation of the proposed New Library on Parcel B. (h) Continuing Representations. Until Parcel B Closing, City shall, upon learning of any fact or condition that would cause any of the warranties and representations in this Section 1.7(D)(1) not to be true as of Closing, immediately give written notice of such fact or condition to County. (i) Materiality. All of City's representations and warranties set forth in this Section 1.7(D)(1) are made with the acknowledgment that they are material, and with the intention that County shall rely upon them as inducements to enter into this Agreement and to perform its obligations hereunder and to close the transactions contemplated herein. These representations and warranties shall each survive the execution of this Agreement and Parcel B Closing. (2) County Representations. County represents and warrants to City as follows: (a) Authorily. County has the full right, power and lawful authority to acquire and accept the conveyance and transfer of Parcel B, and undertake all of its obligations as provided herein. The execution, performance, and delivery of this Agreement by County has been fully authorized by all requisite actions on the part of County, and County is not required to obtain the authorization, approval, consent, or other order of any other person or entity to do so. (b) No Conflict. To the best of County's knowledge,County's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which County is a party or by which it is bound. (c) Continuing Representation. Until Parcel B Closing, County shall, upon learning of any fact or condition which would cause any of the warranties and representations 10 in this Section 1.7(D)(2) not to be true as of the Parcel B Closing, immediately give written notice of such fact or condition to City. (d) Materiality. All of County's representations and warranties set forth in this Section 1.7(D)(2) are made with the acknowledgment that they are material, and with the intention that City shall rely upon them as inducements to enter into this Agreement and to perform its obligations hereunder and to close the transactions contemplated herein. These representations and warranties shall each survive the execution of this Agreement and Parcel B Closing. 1.8. Parcel A Escrow and Closing. A. Parcel A Closing. County's transfer of Parcel A to City shall occur by Close of Escrow A after satisfaction of all of County Conditions of Closing for Transferring Parcel A (as defined in Section 1.8.C.(1) hereof) and all of City Conditions of Closing for Acquiring Parcel A (as defined in Section 1.8.C.(2)hereof), but in no event later than one hundred eighty (180) days after the completion of construction of the New Library ("Closing Deadline"), as evidenced by a recorded notice of completion ("Notice of Completion"), issued by the County of Fresno, and as further described in Part 2 hereof. The parties may extend the Parcel A Closing deadline by written agreement. As provided in Section 1.2 hereof, Close of Escrow A shall mean the time and day the grant deed for Parcel A is recorded in the official records of the Fresno County Recorder. B. Remedying Deficiencies. If Escrow A is not in the condition necessary to close by the Escrow A Closing Deadline, then the parties shall promptly meet and confer and diligently cooperate in good faith to remedy any deficiencies,and make such accommodations,consistent with the spirit and mutual intent of the parties in this Agreement. After the deficiencies are remedied,the Escrow Agent shall proceed with Closing of Escrow A as soon as possible. C. Conditions of Parcel A Closing. Parcel A Closing is conditioned upon satisfaction of the following terms and conditions within the times designated below. (1) County's Conditions of Parcel A Closing. County's obligation to proceed with Parcel A Closing is subject to the fulfillment by City, or waiver by County, of each and all of the conditions precedent, described below ("County Conditions of Closing for Transferring Parcel A"), which are solely for the benefit of County, and which shall be fulfilled by City, or waived in writing by County, by the time periods provided for herein: (a) No Default.Prior to the Close of Escrow A,City shall not be in default in any of its obligations under the terms hereof, and all representations and warranties of City contained herein shall be true and correct in all material respects. (b) Execution of Documents. City shall have executed any documents required hereunder, and delivered such documents into Escrow A. 11 (c) Payment of Funds. Prior to Parcel A Closing, City shall have deposited the costs of Parcel A Closing,payable by City,into Escrow A,in accordance with Section 1.3 hereof. (2) City's Conditions of Parcel A Closing. City's obligation to proceed with Closing of its acquisition of Parcel A is subject to the fulfillment by County, or waiver by City, of each and all of the conditions precedent,described below("City Conditions of Closing for Acquiring Parcel A"),which are solely for the benefit of City,and which shall be fulfilled by County,or waived in writing by City, by the time periods provided for herein: (a) No Default. Prior to the Close of Escrow A, County shall not be in default in any of its obligations under the terms hereof, and all representations and warranties of County contained herein shall be true and correct in all material respects. (b) Execution of Documents. County shall have executed the grant deed for Parcel A and any other documents required hereunder, and delivered such documents into Escrow A. (c) Review and Approval of Title.City shall have reviewed and approved the condition of title of Parcel A, as provided in Section 1.4 hereof. (d) Title Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium,have agreed to provide to City the Title Policy for Parcel A upon Close of Escrow A, in accordance with Section 1.6 hereof. (e) Title Examination and Land Examination. There are no changes in the conditions that could have been discovered from Title Examination and the Land Examination during the Due Diligence Period. D. Representations and Warranties. (1) County Representations. County represents and warrants to City as follows: (a) Authorily. County has the full right, power, and lawful authority to own, grant, transfer, and convey Parcel A, including the Existing Library building and all improvements, and undertake all of its obligations as provided herein. The execution,performance, and delivery of this Agreement by County has been fully authorized by all requisite actions on the part of County, and County is not required to obtain the authorization, approval, consent, or other order of any other person or entity to do so. (b) No Conflict. To the best of County's knowledge,County's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which County is a party or by which it is bound. (c) Liti ag tion. To the best of County's knowledge, there are no actions, suits, material claims, legal proceedings or any other proceedings pending or threatened against County contesting this Agreement or seeking to restrain or enjoin County's performance under this 12 Agreement, or affecting Parcel A, or any portion thereof, at law or in equity, before any court or governmental agency, domestic or foreign. (d) No County Bankruptcy. County is not the subject of a bankruptcy or other insolvency proceeding. (e) Deliveries. All documents, instruments and other information delivered by County to City pursuant to this Agreement are,to the best of County's knowledge,true, correct and complete. (f) Continuing Representation. Until Parcel A Closing, County shall, upon learning of any fact or condition that would cause any of the warranties and representations in this Section 1.8(D)(1)not to be true as of Parcel A Closing, immediately give written notice of such fact or condition to City. (g) Materiality. All of the representations and warranties set forth in this Section 1.8(D)(1) are made with the acknowledgment that they are material, and with the intention that City shall rely upon them as inducements to enter into this Agreement and to perform its obligations hereunder and to close the transactions contemplated herein. These representations and warranties shall each survive the execution of this Agreement and Parcel A Closing. (2) City Representations. City represents and warrants to County as follows: (a) Authorily. City has the full right,power, and lawful authority to accept the conveyance and transfer of Parcel A, or any portion thereof, and undertake all obligations as provided herein and the execution,performance, and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City, and City is not required to obtain the authorization, approval, consent, or other order of any other person or entity to do so. (b) No Conflict. To the best of City's knowledge, City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. (c) Continuing Representation. Until Parcel A Closing, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Parcel A Closing, immediately give written notice of such fact or condition to County. (d) Materiality. All of the representations and warranties set forth in this Section 1.8(D)(2) are made with the acknowledgment that they are material, and with the intention that County shall rely upon them as inducements to enter into this Agreement and to perform its obligations hereunder and to close the transactions contemplated herein. These representations and warranties shall each survive the execution of this Agreement and Parcel A Closing. 1.9. Broker Fees and Commissions. The parties acknowledge and represent to each other that no brokers are involved in the transfer of either Parcel B to County or Parcel A to City, and no broker commissions shall be due. 13 PART 2—CONSTRUCTION AND USE OF LIBRARY 2.1. CitesObligations. A. Public Utility Easement. Prior to initiating construction of Library, City shall dedicate a public utility easement to Pacific Gas & Electric (PG&E) Company for purposes of locating and maintaining Library electrical utilities, as depicted in Exhibit G. B. Parcel B Rough Grading. City prepared a rough graded pad for the entirety of Parcel B at the same time of City's grading of the remaining Landmark Square Property, all of which City represents are in accordance with City's approved construction plans for the Landmark Square Property. City is solely responsible for the costs of rough grading Parcel B. City shall provide a pad certification for the constructed pad on the as-built plans and shall provide a compaction test report for the rough grading pad executed by a licensed State of California Geotechnical Engineer, addressed to County and County's construction contractor for the New Library Facility, and elevations suitable for the New Library facility that County's construction contractor can rely upon. C. On-site Water and Sewer Utilities. City shall construct, at City's sole cost and expense, sewer and water service laterals adequate to meet Library's water and sewer demands stubbed up to the Parcel B property line for the New Library, as depicted in Exhibit E. Sewer and water utilities shall be constructed by City in accordance with, and in conjunction with, City's approved construction plans for the Landmark Square Property and City Facilities. City's maintenance obligations under this Section 2.1(C) shall be in effect so long as Parcel B is used for a Fresno County Library-Clovis Regional Branch. County shall maintain City-constructed sewer and water laterals that serve New Library, as noted in Exhibit E. D. Common Improvements; parking facilities. (1) Construction. City shall construct and maintain, at City's sole cost and expense, Landmark Square Property common area improvements as shown in Exhibit D, consisting of: parking facilities (to be available for non-exclusive use by Library users); storm drainage improvements; driveways; sidewalks; trail improvements; landscaping, and lighting (collectively, the "Common Improvements"). (2) Maintenance. City shall maintain, at City's sole cost and expense, all the Common Improvements and any other common area improvements described in this Agreement. The Common Improvements shall be maintained in accordance with City standards for the maintenance of City public facilities of like kind. City's maintenance obligations under this Section 2.1(D)(2) shall be in effect so long as Parcel B is or will be used for a Fresno County Library-Clovis Regional Branch. E. Reserved. F. City Development Impact Fees. City shall pay all City development impact fees that are required for the construction of the New Library. 14 G. Parkin Lot of Signage. City agrees to post and maintain"No Overnight Parking"signs on the Landmark Square Property parking lots serving the New Library. H. Easement. City shall grant to County an easement to use driveways,parking lots,and sidewalks, within the Landmark Square Property to access Parcel B. Access shall be in the same manner that the facilities are customarily used by Library staff and users. Access shall be for use by County and the New Library's invitees, either by walking or using vehicles, or other mode of transportation, to walk upon and through, park upon, drive through, and have egress and ingress from the public streets adjoining the Landmark Square Property. Such easement shall be in the form attached as Exhibit F, and recorded concurrently in the official records of the Fresno County Recorder with the recording of the grant deed for Parcel B at the Close of Escrow B. 2.2. County Obligations. A. Construction of New Library. County shall construct the New Library on Parcel B, consisting of approximately 26,270 square feet. Except as otherwise provided in this Agreement, all of the costs of design, construction documentation,bidding, construction, construction management and furnishing the New Library, including permit requirements and fees required by the City, County, or other public agency, shall be borne solely by County. The timing for construction of the New Library shall be as set forth in Section 2.4. B. Electrical and Gas Service. County shall be responsible for obtaining design of electrical and gas service for New Library from Pacific Gas and Electric ("PG&E"), and installing said services in conjunction with its construction of the New Library. 2.3 Maintenance of Utilities and Services for New Library. County shall maintain, at its sole cost and expense, gas and electrical service and communication fiber on Parcel B for the New Library, and sewer and water laterals between the Parcel B property line and the main water and sewer service lines, as depicted in Exhibit E. 2.4 Timing for Completion of New Library; Continuing Operation of New Library. A. Intent. Subject to Section 1.513 hereof, the intent of this Section 2.4 is to ensure that the New Library is timely constructed and maintained as a Fresno County Library-Clovis Regional Branch for the foreseeable future.City's intent in donating Parcel B and the improvements identified in this Agreement, as well as constructing and maintaining the Common Improvements at its sole cost, is to ensure that a compatible public facility on the Landmark Square Property is maintained on the site.Both City and County and their constituents benefit from having the location of the New Library and City Facilities at the Landmark Square Property. After the transfer of Parcel B to County, should the County not complete construction of the New Library on Parcel B, or not continue to maintain the New Library on Parcel B, City and its constituents will be adversely affected. This includes the loss of valuable property and improvements exchanged with County for the specific purpose of the New Library. B. Timing for Completion of the New Library. Construction of the City Facilities has commenced, and City represents that the City Facilities (Senior Activity Center and Transit Hub) are expected by City to be completed by November 15, 2023. Utilizing that date as a base, the 15 P following timelines shall apply: (1) Commencement of Construction. County shall be entitled to exclusive use of Parcel B during County's construction of the New Library.If County's contractors and subcontractors need or want to use the parking area during construction of the New Library, such County contractors or subcontractors shall enter into an agreement with City for that use. The parties agree to maintain regular communication during City's construction of the City Facilities so that County is ready to proceed once the City Facilities are completed. Prior to County's commencement of construction of the New Library, City shall deliver its recorded Notice of Completion for the City Facilities to County. County shall not commence construction of the New Library until County receives this Notice of Completion. County's contact for purpose of communication regarding construction of the New Library shall be the Public Works and Planning - Planning and Resource Management Officer. City's contact for purposes of communication regarding construction of the City Facilities shall be the City Engineer, or the City Engineer's designee. (2) Completion of New Library. Provided that County acquires Parcel B, and provided that City completes construction for the City Facilities,as described in subsection 2.4(B)(1),County shall complete the New Library, as evidenced by a recorded Notice of Completion,within thirty-six (36)months of the Effective Date of this Agreement. Any extensions shall require City Council and Board of Supervisors approval, which approvals shall not be unreasonably withheld, conditioned, or delayed. Any requested single extension in excess of twelve (12) cumulative months shall be presumed to be unreasonable, provided however, nothing in this section 2.4(B) shall prohibit the parties from agreeing to any extensions in excess of twelve (12) cumulative months. C. Abandonment of the Project Prior to Completion of New Library. Recognizing that this Agreement reflects a cooperative public project, if City believes that County has abandoned the Project prior to completion of the New Library (which completion would otherwise be evidenced by a recorded Notice of Completion), City may request County's Board of Supervisors to determine whether the Project has been abandoned. If County abandons the Project, as evidenced by the County's Board of Supervisors' abandonment of the project at a public meeting, for which at least fifteen(15)days' prior written notice thereof has been given to City,or City has otherwise requested County's Board of Supervisors' determination thereof, County agrees to transfer Parcel B back to City by grant deed, in as-is physical condition,and in the condition of title under Section 1.4 hereof, provided that if that abandonment occurs after any substantial value to Parcel B has been added by County's construction activities, City agrees to compensate County for any such increased substantial value created by County's construction activities ("Parcel B Construction Improvement Value")upon such transfer. If the parties cannot agree on the Parcel B Construction Improvement Value within sixty (60) days of the County's abandomnent of the project, the Parcel B Construction Improvement Value shall be established by a qualified MAI appraiser to be mutually agreed upon by both parties, and the County's transfer of Parcel B back to City under this Section 2.4(C)(1), and City's compensation therefor, shall promptly occur thereafter using such appraiser's opinion of value for the Parcel B Construction Improvement Value. Following these events, this Agreement shall terminate, and County shall have no duty to transfer Parcel A to City. 16 PART-3 -GENERAL PROVISIONS 3.1. Informal Dispute Resolution; Defaults and Remedies. A. Disputes. The parties desire to strive for a harmonious relationship under this Agreement. To that end, the parties recognize that a cooperative approach,to the extent provided in this Section 3.LA,reduces the potential for conflicts,and maximizes a positive result for the mutual benefit of the parties, and for the benefit of the public whom they both serve. Furthermore, because the parties are both local public entities, the parties have a mutually-desired goal of minimizing the parties' additional costs and expenses incurred, and public resources expended, in the dispute resolution process, including the time spent by their respective staff and attorneys in achieving a mutually-satisfactory resolution. Therefore, in the event that there is a dispute, the parties will use their good faith, best efforts to informally resolve their disputes arising out of this Agreement, toward a mutually-satisfactory resolution. Nothing contained in this Section 3.1.A. shall be interpreted to authorize or require the parties to suspend or delay any party's performance of its obligations under this Agreement or the resolution of a dispute. If disputes cannot be informally resolved within sixty (60) days of arising, the parties agree to mediate the dispute before pursuing their respective remedies under Section 3.1 hereof. The parties shall share equally in the costs of such mediation. Mediation shall be completed within one hundred twenty (120) days of the dispute arising. B. Default Remedies. Subject to the extensions of time set forth in Section 3.3 hereof, and the informal dispute resolution process in Section 3.LA hereof, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a"Default"under this Agreement. A parry claiming a Default shall give written Notice of Default to the other party specifying the complained of Default. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such parry within sixty (60)days from receipt of such Notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. C. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Fresno, State of California, or in the District of the United States District Court in which such county is located. D. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times, of any other rights or remedies for the same default or any other default by the other party. E. No Waiver. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or 17 remedies,or deprive either such parry of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Nor shall a waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party be construed as a waiver of any succeeding breach of the same or other covenants, agreements,restrictions or conditions of this Agreement. 3.2. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand,document or other notice("Notice")which either party may desire,or may be required,as applicable,to give to the other parry under this Agreement must be in writing and may be given by any commercially acceptable means to the party to whom the Notice is directed at the address of the parry as set forth below, or at any other address as that parry may later designate by Notice. To City: City Manager City of Clovis 1033 Fifth Street Clovis, California 93612 Tel: (559) 324-2060 Email:johnhgcityofclovis.com To County: County Administrative Officer County of Fresno 2281 Tulare Street Fresno, CA 93721 Tel: (559) 600-1710 Email: fresnocaogfresnocountyca�ov Internal Services Department County of Fresno 333 W Pontiac Way Clovis, CA 93612 Tel: (559) 600-6200 Any Notice given must indicate that it is Notice given under this Section 3.2, and shall be deemed received: immediately if delivered by hand;24 hours after delivery,with delivery fees paid, to a receipted, overnight delivery service such as Federal Express; effective when transmission to the recipient is completed(but, if such transmission is completed outside of County business hours, then such delivery is deemed to be effective at the next beginning of a County business day), provided that the sender maintains a machine record of the completed transmission, for email transmission; and on the fourth(4th) day from the date it is postmarked if delivered by registered or certified mail. Notwithstanding the foregoing, for overnight delivery and email delivery, if such delivery is not during the recipient party's regular business hours, such time of delivery shall be deemed to be the immediately following business day of the recipient party at the time that the recipient parry's office for receiving any Notice is officially open to the public for conducting business. For all claims arising out of or related to this Agreement, nothing in this Section 3.2 establishes, waives, or modifies any claims presentation requirements or procedures provided by 18 law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). 3.3. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement,performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended,where delays or defaults are due to: war; insurrection; riots; floods; earthquakes; fires; casualties; acts of God; pandemic; acts of the public enemy; governmental restrictions or priority; litigation; acts or omissions of the other party; or acts or failures to act of any public or governmental agency or entity (other than the acts or failures to act of City and County which shall not excuse performance by City and County, but where any unreasonable delay by City and County on an action required by this Agreement shall toll the timeframes for an amount of time equal to such unreasonable delays). Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause,if Notice by the party claiming such extension is sent to the other party within thirty(30)days of the commencement of the cause. 3.4. Successors and Assigns. All of the terms, covenants, and conditions of this Agreement shall be binding upon the parties and their successors and assigns. 3.5. No Third-Party Beneficiaries. Notwithstanding anything to the contrary in this Agreement, there shall be no third-party beneficiaries of this Agreement. 3.6. City and County Approvals and Actions. City and County shall maintain authority over this Agreement, and the authority to implement this Agreement through the City Manager and County Administrative Officer (or their duly authorized representatives, respectively). The City Manager and County Administrative Officer shall have the authority,on behalf of his or her respective party, to make approvals, issue interpretations,waive provisions,and/or execute documents related to this Agreement on behalf of City and County, respectively, provided such actions do not materially or substantially change the uses or development contemplated by this Agreement. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action, and written consent of the City Council and County Board of Supervisors. 3.7. Integration. This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement, notwithstanding any previous negotiations or agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement, and shall be of no further force or effect. Each party is entering this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. This Agreement includes Exhibits A through F, which are attached to and incorporated herein. 3.8. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing, and in each instance signed on behalf of each party by that parry's duly authorized representative. 19 3.9. Severability. If any term, provision, condition or covenant of this Agreement or its application to any parry or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 3.10. Legal Advice. Each parry represents and warrants to the other the following: they have carefully read this Agreement,and in signing this Agreement,they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 3.11. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, additional agreements. 3.12. Days.All references herein to days are to calendar days,unless otherwise expressly provided herein, and in the event the performance of an act by a party, the parties, or the Escrow Agent falls on a day other than a business day of the parry, the parties, or the Escrow Agent, the act shall be performed on the immediately following business day of the party,the parties,or the Escrow Agent, as applicable. Nothing in this Section 3.12 alters the interpretation or application of Section 3.2 hereof. 3.13. Reserved. 3.14. Indemnification. Each party (the "Indemnifying Party") agrees to indemnify, hold harmless and defend the other party, including its officers, agents, and employees (the"Indemnified Party"), from any and all loss, liability, costs and damages incurred by the Indemnified Party or any other person,and from any and all claims,demands and actions in law or equity(including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the negligent or wrongful acts or omissions of the Indemnifying Party in the performance of this Agreement. In the event of concurrent negligence on the part of County or any of its officers, agents or employees, and City or any of its officers, agents, or employees, the liability for any and all such claims,demands and actions in law or equity for such losses,costs and damages shall be apportioned under the State of California's theory of comparative negligence, as presently established or as may be modified hereafter. This Section 3.14 shall survive termination of this Agreement. 3.15. Environmental Indemnification. In addition to the provisions set forth in Section 3.14, hereof, but notwithstanding Section 1.1., hereof, City further covenants and agrees to protect, defend, indemnify, release (as provided in Section 3.16 hereof) and hold the County, including its officers, agents, and employees, harmless from and against, any and all losses and costs of 20 Remediation, as defined herein, (whether or not performed voluntarily), including attorney's fees and costs (whether or not legal or administrative action is brought), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas)imposed upon,incurred by,or asserted against,or otherwise sustained as losses,costs, fines, penalties, liabilities, levies, liens, damages, judgments, or settlements, including attorney's fees and costs(whether or not legal or administrative action is brought),by,the County or any of its officers, agents or employees, and directly or indirectly, whether actually or allegedly, arising out of or in any way relating to any one or more of the following: a) any presence of any Hazardous Material(as defined in Section 1.5(C),hereof)in,on, above, or under Parcel B, whether or not known or unknown, foreseeable or unforeseeable, by the City as of the Effective Date; b) any past,present, or threatened release of Hazardous Materials in, on, above,under, or from Parcel B, whether or not known or unknown, foreseeable or unforeseeable, by the City as of the Effective Date; c) any use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling on, or at, or transfer or transportation to or from, Parcel B of any Hazardous Materials at any time located in, under, or on Parcel B, whether or not known or unknown, foreseeable or unforeseeable, by the City as of the Effective Date; d) any actual or proposed Remediation of any Hazardous Materials at any time located in, under, or on Parcel B, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; e) any present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Laws) in connection with Parcel B or operations thereon, including but not limited to, any failure by City to comply with any order of any governmental authority in connection with any Environmental Laws, whether or not known or unknown, foreseeable or unforeseeable, by the City as of the Effective Date; f) the imposition, recording, or filing of any Environmental Lien encumbering Parcel B; g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; h) any act of City, its employees, contractors, agents, or assigns, in arranging for disposal or treatment, or arranging with a transporter for transport, disposal or treatment, of Hazardous Materials relating to Parcel B,at any disposal or treatment facilities, incineration vessels or sites owned or operated by a third party,and containing such or any similar Hazardous Materials; i) any act of City, its employees, contractors, agents, or assigns, in accepting any Hazardous Materials for transport to disposal or treatment facilities, incineration vessels or sites 21 selected by City or such other users from which there is a release, or a threatened release of any Hazardous Material, which causes the incurrence of costs for Remediation; j) any personal injury, wrongful death, or property or other damage arising under any statutory or common law or tort law theory by reason of the wrongful acts or omissions of City, its employees, contractors, agents, or assigns, or other user of Parcel B with respect to environmental matters, including but not limited to damages assessed for private or public nuisance, or for the conducting of an abnormally dangerous activity on or near Parcel B, whether or not known or unknown, foreseeable or unforeseeable, by the City as of the Effective Date; k) any misrepresentation or inaccuracy in any representation or warranty in this Agreement, or material breach or failure to perform any covenants or other obligations of City pursuant to this Agreement; and/or 1) This Section 3.15 shall not apply to any violations of or non-compliance with any Environmental Laws (or permits issued pursuant to any Environmental Laws) by the County on Parcel B after the close of Escrow B. This Section 3.15 shall survive termination of this Agreement. 3.16. Release and Section 1542 Waiver.In giving the general release in Section 3.15 hereof,which includes claims which may be unknown to City at present, City acknowledges that City has read and understand Section 1542 of the California Civil Code, which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or her settlement with the debtor." Provided however, the foregoing provision shall not be deemed to turn the specific release in Section 3.15 hereof into a general release. City expressly waives rights and benefits conferred by any law of any state or territory of the United States,or principle of common law or foreign law,that is similar,comparable or equivalent in effect to Section 1542 of the California Civil Code. City may hereafter discover facts in addition to or different from those that City now knows or believes to be true with respect to the subject matter of the release under Section 3.15 hereof, but City shall,with respect to Section 3.15 hereof,expressly have,upon the Effective Date,fully,finally and forever released County, including its officers, agents, and employees, from any and all claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent,reckless,intentional,with or without malice,or a breach of any duty, law or rule,without regard to the subsequent discovery or existence of such different or additional facts. City acknowledges that the foregoing waiver in this Section 3.16 was separately bargained for and a key element of Section 3.15 hereof, of which the release contained therein is a part. 22 City expressly waives and relinquish all rights and benefits under this Section 3.16, and any law of any other jurisdiction of similar effect with respect to my release of claims,including but not limited to any unknown or unsuspected claims hereof. City Initials This Section 3.16 shall survive termination of this Agreement. 3.17. Counterparts. This Agreement may be executed by the Parties in different counterparts, all of which together shall constitute one agreement, even though all Parties may not have signed the same document.. 3.18. Use of Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as provided in this section. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to(1) a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision(b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision(a),paragraphs(1)through(5),and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. 3.19. Recordation. The parties shall join in the execution of a memorandum or short form of this Agreement for recording purposes on Parcel B. The memorandum or short form of Agreement shall incorporate this Agreement by reference,and shall describe the parties and the material terms hereof. [Signatures follow on next page] 23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Fresno County, State of California,effective on the date set forth above. COUNTY OF FRESNO, a Political CITY OF CLOVIS, a Municipal Subdivision of the State of California Corporation of the State of California("City") ("County") By: By: ll "' "ej --- Nathan Magsig, Chairman Lynne Ashbeck, Mayor Board of Supervisors City of Clovis ATTEST: ATTEST: BERNICE E. SEIDEL KAREY CH Clerk of the Board of Supervisors City Cler County of Fresno, State of California By: C?, ti� Clerk Clerk to the Board of Supervisors By: Deputy REVIEWED AND RECOMMENDED FOR APPROVAL: JOHN HOLT City Manager By: Z4 John It, City Manager APPROVED AS TO LEGAL FORM: SCOTT G. CROSS City :7;�� �/By: w" Scott G. Cross,City Attorney 24 Exhibit A Existing Library Property Map C4 Vol SUBJECT P tOPERTY S L2 a LLJY F f- 41 F$cr 25 Exhibit A Continued Existing Library Property Legal Description T�LAT CER'fAI-N PORTION OF ;�VAl P-MFIF3TY LOCKEED -.LN CITY OF CLOVIS , COUNTY CF SV%TE Of CALIFORNIA, AYD MORE -DESCRIBED :'IS FOL 7 3'--S : !hat portion of blocks 25 aad 29 of the Town of East Clovis according to the T-.np thereof recorded in Hook 2 , page 47 of Record of Surveys, Fresno County Records, together with that portion ofL Cole Avenue lying between -aid 111oc,ks 25 and 29 w1itch would pa.,--, by reasnn of the abandonment thereof as disclosed in that certain order of L-he City Council of the city of Clovis, recorded February 10, 1928 in Back B73, page 233 of the Official Records of Fresaa County r!--scrib--2!d as follows: Beginning at a point un the Srj,.ILL-t line of said Town of East Clovis which is 147 . 0 feet westiarly of the southwest corner of LOL 12 of Fi-lglh,�ay School Park according to the map thereof recorded to Book 11 , page 78 of Record of Surveys, Fresno County Records; thence northerly along a line parallel with the west line of said High School C7 of i9l Park a distance .0 feet; thence Westerly along a line parallel with t1he south line of said Town of East Clovis a distance of 121.0 feet; thence southerly along a line parallel with the west line of said High School Park a distance of 48.0 feet ; thence westerly along a line parallel with the south line of said Town of East Clovis a distance of 60.0 feet; thence southwesterly to a point which is 348 .0 feet westerly of the west line of said High School Park and 123.0 feet northerly of the South line of said Town of East Clovis; thence southerly along a line parallel ,pith the west line of said High School Park a distance of 1.23.0 feet to the south line of said To;,m of East Clovis ; thence easterly along the south line of said Town of East Clovis a distance of 201.0 feet to the point of beginning. 26 Exhibit B Landmark Square Property Map EXHIBIT '& NW CDR SHEET t OF + S89'30'27 DETAIL A )RADIAL 'PM 2016-04 PME N0. 2023-007 NOT TO SCALE N89'34'56"W 417,84' 278.7t '39.13' s W Q P� P�F5 I`�' ^ z f SO'29'33"w 177.41' 93.93' 0.50' iv (c< N89'30'27"W M Iz 20.00' N89' O'27'W —— S89'30'27"E 275.46'——— } RADIAL 60.00', ib.69' c �I R=85.50' <� 16=25 38'40" Yr Wyk A=27'29 ��k'N89'30'27'W 157.05' . 92.99' ooF4,19 '27"E N89'30'27"W M Plo `o DETAIL �B� S89'30'27"E IM N N W 202.38 NE o z NOT TO SCALE O c s g in 20.Oo' o �o > Z. o C 7 G�J 3 3 S89-30'41-E V N N°t�� M 50.00' 0 ch o ' 60.00' R=25.00' N aN R=85.50 rn L-39.27' c L=38.2T N 1E.1 =90'00'00" =2838'40"z 177.41' 93.93'I 92.99' \. �- N89'30'27"w 364.33' sw cOR THIRD STREET ` SEE DETAIL 'B' PM 2016-04 I PM 2016-04 SEE DETAIL 'A' N PREPARED FROM RECORD DATA PER PARCEL MAP NO. 2016-04 RECORDED IN BOOK 74 OF PARCEL MAPS AT PAGES 16 do 17, FRESNO COUNTY RECORDS AND PARCEL MAP EXEMPTION NO. 2C21-001 RECORDED SCALE 100' AS DOCUMENT NO. 2021-0049853, OFFICIAL RECORDS FRESNO COUNTY (PERFECTED IN GRANT DEED RECORDED AS DOCUMENT NO. 2021-0049854. OFFICIAL RECORDS 0 50 100 200 FRESNO COUNTY). PREPARED BY: McPHEETERS & ASSOCIATES C I T Y of C L O Y I S DRAWN BY.t KM023 1486 TOLLHOUSE ROAD, 0107 FILE: 120147 PME2.DWG CLOVIS. CA 93611 PLANNING & DEVELOPMENT j PLAT: (559) 299-9098 120147 GD2 2023-11-17.PDF 27 Exhibit B Continued Landmark Square Property Description for Parcel B (New Library Property) Parcel B That portion of Parcel Map No. PM 2016-04 according to the map recorded June 26, 2017 in Book 74 of Parcel Maps at pages 16 and 17. Fresno County Records and Certificate of Correction recorded February 1.2019 as Document No. 2019-0010952.Official Records Fresno County, described as follows: BEGINNING at the Northwest Conner of said Parcel Map No. PM 2016-04;thence South 0'32'18'" East along the West Line of said Parcel Map, a distance of 180.57 feet; thence South 89°30'27"East parallel with the South Line of said Parcel Map, a distance of 275.46 feet: thence North 0°29'33" East, a distance of 180.90 feet to the North Line of said Parcel Map; thence North 89°34'56" West along said North Line,a distance of 278.71 feet to the Point of Beginning. Containing 1.15 acres more or less. 28 EXHIBIT C Final Site Plan and Configuration of Library Parcel G -- n. I I I I •- r- I gggg I ' :' REVISEC BOUVARY =RESNO COUNTY LIBRARY PARCEL I i 1.15 ACRES , Tho T77 , m j •• I M 1 wa.M 16 a {_rM z I9 ,max• r s ` !. .._ 21 I. K �w;it�_.i Su■ i— ■ t�i ■'_ • `. ,� is pr. I - a M �--• - .-r T 4. �. . — ———————— r —_ r .. 5 I waw.w�••as m - / - 1 •`� YY emu.H•� � �j`- :."t•�fn'.i..�� a. t.,. .A�cts^i, • I MI'Lr % .ys- • ~ SENIOR ACTIVITY CENTER �;" �� • ' TRANSIT LIT, , t .•:.enc,n, :• : .•ar�mp,.. R � O f • �, x wcrr, .•w..,_I-� syz 1 .�' m tuna«: ; • W y � 7r.�f i•V' A _ �Y 29 EXHIBIT D Common Improvements - Improvements to be Constructed by City ,r - -- - -- - ,1 f l 11 [.[ II a 1 I NM1R CM°•M� �� � i I FUTURE FRESNO COUNTY LIBRARY ,z•Mowsw PPOPEM wo Paving of thi&*ea to be completo'by Clovis , • I 1 t upon pletion a t i libra, construction. I r30•a-°a R1 R•OCOPn 1K a7M4l,Jd, � I J r K[f1[p1MED Br M[91tt O[YA¢. I i t 1 I I � I I ..s• +o xo' m� TS J eti . : l Y a ^ a M-� IWO spar a �p ! 1 I ••wI'FUJ$. %1 -45-L. s 1 1 wu[M. x• a7 x• t ■ ■ ■ ■ � �� �a� ■ ar■ a e' I 1 M Y•• n p � I M M 1 p• ■ f IY ---111 T X ae M �p may .• } �, •� , �'��,C.4"}'',r .•.�"�"-F.�_-lit�_. — —_ ( aI1Uw[C['S ryr•1,M � • a�#Rj.=. ... :,�'Y$_. •.Zc Br[";`:.�.--1" • 1 4 • = SENIOR ACTIVITY CENTER • °" IS I • awT 'i:`4 t TRANSIT FACILITY 1 • � cancan,°. 2 -'c;'� PpapOSTp,s' � ( � � • sc[ravcxr «slu a,-, � .• �sc[ti¢x,rt g C °.u. m 1 • '�a_::i«:+:Y•z-J��in - - _ - ��'--•-- - - • a nrolu+r III' or 00 �•� •p a — — I I I°' - .• 30 EXHIBIT E Library Sewer and Water Service Laterals W y ,�,�11 iy3}F� cyya�tt x 7E fi.-_ NTf W FWi. 4 }aL C ZO A* / b �p �1A 6 im ` 4L m i eaD tie Q lot y I 4 m J r t Z 4"0 31 EXHIBIT F Grant of Parking and Access Easement FOR THE BENEFIT OF THE CITY OF CL VIS WHEN RECORDED RETURN TO AND RECORDING REQUESTED BY: Planning and Development Services Engineering Division City of Clovis 1033 Fifth Street Clovis, CA 93612 APN: 492-131-25ST ADDRESS: 765 Third Street PROJECT: SPR 2019-019 GRANT OF PARKING AND ACCESS EASEMENT COUNTY OF FRESNO LIBRARY AT LANDMARK SQUARE THIS GRANT OF PARKING AND ACCESS EASEMENT ("Easement") is made this day of March 5th, 2024, by the City of Clovis, a California general law city and municipal corporation (together with its designees, successors, and/or assigns, "City"), in favor of the County of Fresno, a political subdivision of the State of California ("County"). RECITALS A. WHEREAS, County is the owner of the real property described as Parcel B of City of Clovis PME 2023-007, recorded as Document 2024-0001226, Fresno County Records ("County Property"); and B. WHEREAS, City is the owner of the real property described as Parcel A of City of Clovis PME 2023-007, recorded as Document 2024-000126, Fresno County Records ("City Property"); and C. WHEREAS, County desires to obtain ingress, egress, and parking from City over and upon the City Property; and 32 D. WHEREAS, City is willing to grant such easement for ingress, egress, and parking for the mutual benefit of the County and the City. NOW, THEREFORE, City hereby grants as follows: COVENANTS, CONDITIONS, AND RESTRICTIONS 1. City hereby irrevocably establishes in favor of, and grants to County, including its contractors, officers, agents, invitees, representatives, guests, customers, patrons, licensees, and employees (collectively, "County Parties") a non-exclusive and perpetual access easement for ingress, egress, and parking of vehicular and pedestrian traffic on, over, and across all traffic lanes, curb cuts, parking stalls, and common areas on the City Property, APN 492-131-25ST, as designated in Exhibit A, attached and incorporated by this reference ("Easement Areas"). 2. The Easement shall be appurtenant to the County Property, APN 492-131-23ST. 3. No act, delay in acting, failure to act, or particular or partial exercise of any rights, under this Easement, and the rights granted herein, by County and/or any of the other County Parties shall be deemed to(i)constitute an abandonment, surrender,termination,waiver, or release of, or limitation on, this Easement, and the right granted herein, or (ii) impair, terminate, or otherwise affect the validity or effectiveness of this Easement, and the right granted herein. Nonuse, limited use, or intermittent use of this Easement, and the rights granted herein, for any duration shall not preclude or otherwise limit any future use of the entire scope of this Easement, and the rights granted herein. 4. This Easement shall be binding upon the City and the County, their respective successors, successors in title, and assigns, and shall inure to the benefit of and bind the respective parcels described herein of said parties, and shall be effective upon recordation of this Easement against the City Property in the official records of the Fresno County Recorder ("Effective Time and Date"). 5. City represents, covenants, and warrants to County that (a) the person executing this Easement on behalf of City has full power and authority to execute and deliver this Easement to County; (b) City has full power and authority to authorize County to record this Easement against the City Property in the official records of the Fresno County Recorder, as provided herein; and (c) notwithstanding anything to the contrary in this Easement, (i) as of the Effective Time and Date, the City Property was free and clear 33 from any and all agreements, instruments, or documents, whether unrecorded or recorded against the City Property in the official records of the Fresno County Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the foregoing), or create or assert any claim to any right, title, or interest in or to the City Property, or any portion thereof, including without limitation any and all encumbrances, that unreasonably interfere or would unreasonably interfere with this Easement, and the rights granted herein, (ii) City has not allowed, granted, conferred, conveyed, ratified, confirmed (or otherwise promised or agreed to any of the foregoing), will not allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the foregoing), and will prohibit any person or entity from creating or asserting any claim to, any right, title, or interest in or to, the City Property, or any portion thereof, including without limitation any and all encumbrances, that unreasonably interfere or would unreasonably interfere with this Easement, and the rights granted herein, and (iii) in the event of such unreasonable interference, City shall, at its own cost, promptly, to the extent reasonably necessary, eliminate or modify such unreasonable interference to the reasonable satisfaction of County, so that such interference is only a reasonable interference with this Easement, and the rights granted herein; provided however, County acknowledges that City may not disallow or prohibit a governmental authority from exercising its sovereign right of eminent domain, and therefore, no representation, covenant, or warranty is given in subsection 5(iii) hereof as to the disallowance or prohibition of such governmental authority's exercise of such right. 6. City shall not, at any time, erect, construct, or install or cause to be erected, constructed or installed, any buildings, structures, dwelling, facilities, utility lines, improvements or other obstructions of any kind or nature whatsoever on, under, over across or through the Easement Areas that would impair County's use of this Easement. 7. This Easement shall not be modified except upon a written amendment approved by County and City. This Easement shall bind and inure to the benefit of the designees, successors, and/or assigns of the parties hereto. 8. This Easement may be executed in original counterparts, which taken together, shall constitute one and the same instrument. 9. This Easement, and the rights granted herein, shall be interpreted in accordance with the laws of the State of California. Any suits brought pursuant to this Easement shall be filed and heard in courts having jurisdiction and located in Fresno County, State of California. 34 10. Upon City's execution and delivery of this Easement to County, City agrees to County's immediate recordation of this Easement against the City Property in the official records of the Fresno County Recorder. 11. The title of and section headings used in this Easement are for the purpose of convenience only, and neither the title hereof nor any section heading hereof shall modify or be used to interpret the provisions of this Easement. 12. The Recitals above are incorporated herein by reference as though fully set forth herein. IN WITNESS WHEREOF, the parties have executed this Easement the day and year written below. CITY OF CLOVIS, a Municipal Corporation COUNTY OF FRESNO By: Nathan Magsig, Chairman of the Board of John It Supervisors of the County of Fresno City Manager Attest: Bernice E. Seidel Clerk of the Board of Supervisors Dated: , 2024 County of Fresno, State of California By: Deputy CITY TO ATTACH CERTIFICATE OF ACKNOWLEDGMENT COUNTY TO ATTACH NOTARY ACKNOWLEDGMENT 35 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California 1 County of Fresno J} On 03/0(0/2024 before me, _�[1 E.4Mi�ef n, Not0.ry PubI1G , Date Here Insert Name and Title of the Officer personally appeared Namoul Moqs)Q Na e(s)4f Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the CYAN EDMISTEN laws of the State of California that the foregoing W Notary Public-California paragraph is true and correct. -' Fresno County Commission x 23898811 WITNESS my hand and official seal. "�•a•"'" My Comm.Expires Jan 8,2026 r Signature " Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer— Title(s): ❑ Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association p FUTURE FRESNO COUNTY UBRARY k ° x -" e f ; R 1 AL tc- T � ii + ii ; f - � . SENOR ACTIUI4Y CENTER y" TRANSIT 1I. . �. CENTER p e . - �„ ! _ - AY MOST. LEGEND ACCESS EASEIAENT AREA Ni LANDMARK SQUARE N CITYotCLOVIS MLE80' O' 40' 80' DiMARK SQUARE ACCESS EASEMENT iYt1&5 tom. 15-03 C!*reLovl@ SCALE: 1" = 8C' E H DESCWTM SW ET n�. IS A' r 1 �= 1 36 EXHIBIT G Public Utility Easement �o� --_ —.—. _ App,o,&,.te t.ocaIo,c P Pp 1 t0 W10 - � G6E U'aly Ea— I-— rU. Clovis Regional Library I rwa I 26,270 SF I I I L-------- ----- i 37 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) ss. County of Fresno ) On February 6, 2024, before me, Diana Stice, Deputy City Clerk, personally appeared John Holt, City Manager, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/their executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. i`�-41 OF Cto%%w Itt' 00 *,•' 1 WITNESS m hand and official seal. ��� �� � �C" Y o: ..- i FEB UP�r Diana Stice, Deputy-City-Clerk-