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2025/09/09 City Council Resolution 2025-071 RESOLUTION NO. 2025-071 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING COOPERATIVE FUNDING AGREEMENT BETWEEN THE CITY OF ROHNERT PARK AND THE SONOMA COUNTY LIBRARY FOR BUILDING SYSTEMS REPLACEMENTS PROJECT AT THE ROHNERT PARK COTATI REGIONAL LIBRARY AND FINDING THIS ACTION CATEGORICALLY EXEMPT FROM REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS 15061(b)(3) and 15301) WHEREAS, the City of Rohnert Park ("City") owns the building located at 6250 Lynne Conde Way, Rohnert Park, California and leases the building to the Sonoma County Library ("Library")to operate the Rohnert Park Cotati Regional Library; and WHEREAS, City and Library jointly wish to replace certain building systems in the existing Rohnert Park Cotati Regional Library building; and WHEREAS, City was awarded a $1,117,409.00 grant from the California State Library Building Forward Library Facilities Improvement Program Round 2 ("Building Forward Grant") for the Building Systems Replacements Project ("Project"); and WHEREAS,the Building Forward Grant requires the City,as grantee,to provide matching grant funds of$838,059.00, of which the Library has committed to providing the City one-half of the matching funds, which amounts to $419,029.50; and WHEREAS, the City provided Cooperative Funding Agreement Between the City of Rohnert Park and the Sonoma County Library for Building Systems Replacements Project at Rohnert Park Cotati Regional Library ("Agreement") for consideration by the Sonoma County Library Commission; and(Exhibit A); and WHEREAS, at their August 6, 2025 meeting, the Sonoma County Library Commission approved the Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby find and determine that this action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines sections 15061(b)(3) and 15301. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute the Cooperative Funding Agreement Between the City of Rohnert Park and the Sonoma County Library for Building Systems Replacements Project at Rohnert Park Cotati Regional Library (Exhibit A) and related documents pertaining to same for and on behalf of the City of Rohnert Park, in a form approved by the City Attorney, with minor revisions that may be approved by the City Manager and City Attorney as necessary to effectuate the purpose of this Resolution. BE IT FURTHER RESOLVED that the Finance Director or their designee is authorized to increase appropriations in the amount of$419,029.50 and to make any other accounting adjustments necessary to execute the Agreement in accordance with applicable laws. DULY AND REGULARLY ADOPTED this 9th day of September, 2025. CITY OF R/. - k RT PARK IIII_ , ATTEST: Gerarcdi - ,, . • Elizabet Machado, Assistant City Clerk APPROVED AS TO FORM: ___ (G3^.A— Michelle M. Kenyorl, ity Att rney Attachments: Exhibit A ADAMS: ?ELWARD: NOE 2 RODRIGUEZ: _SANBORN: GIUDICE: 4,4e - AYES: (< ) : ( ) ABSENT: ( t,is ) ABSTAIN: ( Resolution 2025-071 Page 2 of 2 COOPERATIVE FUNDING AGREEMENT BETWEEN THE CITY OF ROHNERT PARK AND THE SONOMA COUNTY LIBRARY FOR BUILDING SYSTEMS REPLACEMENTS PROJECT AT ROHNERT PARK COTATI REGIONAL LIBRARY This Cooperative Funding Agreement for the purpose of funding the Building Systems Replacements Project at the Rohnert Park Cotati Regional Library(“Agreement”) is made and entered into on , 2025 (“Effective Date”), by and between the City of Rohnert Park, a municipal corporation (“CITY”) and the Sonoma County Library, a joint powers authority (“LIBRARY”) (collectively, “Parties”). RECITALS WHEREAS, the County of Sonoma and the cities of Rohnert Park, Healdsburg, Petaluma, Sonoma Sebastopol, Cotati, Rohnert Park, Windsor and Cloverdale entered into a Joint Powers Agreement dated January 27, 1975, forming the LIBRARY. The Joint Powers Agreement was subsequently replaced by the First Amended and Restated Joint Powers Agreement effective August 1, 2014; WHEREAS, CITY owns the building located at 6250 Lynne Conde Way, Rohnert Park, California and leases the building to the LIBRARY to operate the Rohnert Park Cotati Regional Library (“RPCRL”); WHEREAS, the CITY and LIBRARY jointly wish to replace certain building systems in the existing RPCRL; WHEREAS, CITY was awarded a $1,117,409.00 grant from the California State Library Building Forward Library Facilities Improvement Program Round 2 (“Building Forward Grant”) for the RPCRL Building Systems Replacements Project (“Project”); and WHEREAS, the Building Forward Grant requires the CITY, as grantee, to provide matching grant funds of $838,059, of which the LIBRARY has committed to providing the CITY one-half of the matching funds, which amounts to $419,029.50. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows: AGREEMENT 1. Obligations of CITY. A. Project Management. CITY agrees to undertake management of the Project through completion in accordance with the plans and specifications provided by CITY and as approved by LIBRARY consistent with Section 2(C) below, the milestones set forth in the Project Plan attached here as Exhibit 1, and all provisions of federal, State and local laws and regulations. CITY’s Project management responsibilities shall include, but are not limited to: Preparation and issuance of a competitive bidding process for design services; Advertisement and award of Project contract(s) for design and construction; Comprehensive construction management and oversight; Compliance with all CITY-approved plans and specifications; Timely completion of the Project; and Compliance with all federal, State and local laws and regulations in the development and construction of the Project. B. Use of LIBRARY Matching Funds. CITY will use funds provided by LIBRARY only for the purposes as set out in this Agreement and not for any other purpose whatsoever without obtaining LIBRARY’s prior written approval. C. Compliance with Laws. With regard to administering and completing the Project, CITY shall comply with all applicable laws of the United States, the State of California, and the County, and with all applicable regulations promulgated by federal, State, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement, including but not limited to the California Environmental Quality Act and the California Labor Code. D. Records. CITY shall maintain adequate documentation to substantiate all expenditures related to the Project for the duration of the Project and for five (5) years following the termination of the Agreement, CITY shall make available to LIBRARY, upon LIBRARY’s reasonable request, all records documenting expenditures arising from the Project, including but not limited to expenses incurred in performance of this Agreement. E. Periodic Reports. CITY will include LIBRARY in all Project construction meetings and will provide LIBRARY with periodic Project progress reports. Project progress reports shall include a statement of construction progress, a listing of all requested change orders, identification of any unanticipated site conditions, identification of any experienced or anticipated Project delays, and a cost accounting to date. F. Close-Out. Upon completion of the Project, all unused LIBRARY funds shall be promptly returned to LIBRARY. 2. Obligations of LIBRARY. A. Payment. Upon final approval of this Agreement or upon the CITY’s execution of the design consultant contract, whichever event occurs first, LIBRARY shall remit to the CITY half of its grant match obligation equal to the sum of Two Hundred and Nine Thousand, Five Hundred and Fourteen Dollars and Seventy-Five Cents ($209,514.75). LIBRARY shall remit the remaining half of its grant match obligation equal to the sum of Two Hundred and Nine Thousand, Five Hundred and Fourteen Dollars and Seventy-Five Cents ($209,514.75) upon full execution of the project’s construction contract. CITY will invoice the LIBRARY for both payments when due. CITY will be responsible for paying for change orders resulting from unforeseen conditions or circumstances from the Project’s budgeted contingency. The LIBRARY will be responsible for additional funding for change orders the LIBRARY initiates. CITY reserves the right to reduce the Project scope of work so the Project can be completed within the approved budget. This Agreement does not obligate LIBRARY to provide any additional funding to cover any cost overruns or funding shortfalls. B. Cooperation. LIBRARY will cooperate with CITY in complying with the terms of the Building Forward Grant quarterly reporting to the STATE LIBRARY of Project status; and Project close-out, including a full and final accounting. C. Plan Approvals. With respect to LIBRARY plan approvals, LIBRARY agrees that it will respond to requests for plan approval within one (1) week of receiving the request. If the LIBRARY does not respond within that time, the plans will be deemed approved. For purposes of this Agreement, “plans” subject to LIBRARY approval include the design drawings at 60 percent (60%) and 90 percent (90%) completion. 3. Obligations of Both Parties. A. Term of Agreement. This Agreement is effective as of the Effective Date shown above and expires on December 31, 2029, unless extended upon mutual written agreement of the Parties or otherwise terminated as provided in Section 3(B). Upon termination, any LIBRARY funds that have not been expended or which have not been irrevocably committed to the Project shall be promptly returned to LIBRARY. B. Termination. This Agreement may only be terminated for cause, defined as a Party’s material breach which has not been cured within ninety (90) days of the other Party delivering a notice describing the material breach. Following a failure to cure the material breach within the ninety (90) days, the non-breaching Party shall deliver a notice of termination. The Parties agree to meet within ten (10) days of the notice of termination to determine which funds have been irrevocably committed to the Project and which funds are to be returned to the LIBRARY. Construction claims and change orders resulting from termination will be shared equally between the LIBRARY and CITY. C. Modifications. The Parties may amend this Agreement in writing to provide additional funding, if necessary. At key milestone points during the Project, the LIBRARY and the CITY will meet to reassess the Project scope and budget. The Parties agree that the scope and the budget may need to be adjusted to meet additional unanticipated costs. No modification of this Agreement shall be effective unless modified in writing and signed by both Parties. D. Indemnity/Liability. 1. LIBRARY shall, to the fullest extent permitted by law, indemnify, protect, defend and hold CITY, its employees, officials and agents (“Indemnified Parties”) harmless from all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of LIBRARY, its officers, employees, volunteers or agents, in said performance of services under this Agreement, excepting only liability arising from the negligence or intentional misconduct of CITY. If there is a possible obligation to indemnify, LIBRARY’s duty to defend exists regardless of whether it is ultimately determined that there is no obligation to indemnify. 2. CITY shall, to the fullest extent permitted by law, indemnify, protect, defend and hold LIBRARY, its employees, officials and agents (“Indemnified Parties”) harmless from all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CITY, its officers, employees, volunteers or agents, in said performance of services under this Agreement, excepting only liability arising from the negligence or intentional misconduct of LIBRARY. If there is a possible obligation to indemnify, CITY’s duty to defend exists regardless of whether it is ultimately determined that there is no obligation to indemnify. E, Insurance. CITY shall ensure that all consultants and contractors performing work on the Project obtain, keep in force and maintain insurance for builders risk, general liability, workers’ compensation, business automobile liability, and professional liability (as appropriate) adequate to cover their potential liabilities hereunder. CITY agrees that insurance provided by contractors will name LIBRARY as an additional insured on the builders’ risk, general liability, and business automobile liability policies, which shall provide that insurance maintained by LIBRARY shall be in excess of the contractor’s insurance and shall not contribute with it. If compliance with this additional-insured requirement incurs an additional cost, LIBRARY agrees to pay this cost or waive this additional-insured requirement. F. Notice. Except as otherwise specifically provided in this Agreement, any notice, submittal or communication required or permitted to be served on a Party hereto, may be served by personal delivery to the person or the office of the person identified below. Service may also be made by first-class mail, postage prepaid to the following addressees. Notice delivered by mail shall be effective three (3) days after mailing to: CITY: LIBRARY: Public Works Department City of Rohnert Park 600 Enterprise Drive Rohnert Park, California 94928 Sonoma County Library 6135 State Farm Drive Rohnert Park, CA 94928 G. Compliance with Laws. CITY and LIBRARY shall carry out their responsibilities pursuant to this Agreement in accordance with all applicable federal, State and local laws and all policies, procedures, regulations and requirements as the federal government, State, and CITY from time to time prescribe. 4. Counterparts and Electronic Signatures. This Agreement and future documents relating thereto may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one Agreement. Counterparts and/or signatures delivered by facsimile, .pdf or City-approved electronic means have the same force and effect as the use of a manual signature. Both CITY and LIBRARY wish to permit this Agreement and future documents relating thereto to be electronically signed in accordance with applicable federal and California law. Either Party may revoke its permission to use electronic signatures at any time for future documents by providing notice pursuant to the Agreement. The Parties agree that electronic signatures by their respective signatories are intended to authenticate such signatures and to give rise to a valid, enforceable, and fully effective Agreement. The Parties reserve the right to reject any signature that cannot be positively verified as an authentic electronic signature. 5. Additional Acts and Documents. Each Party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement. 6. Integration. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by either Party except as expressly set forth herein, or in other contemporaneous written agreements. 7. Independent Agency. CITY and LIBRARY render their obligations under this Agreement as independent agencies. None of the agents or employees of either Party shall be agents or employees of the other. 8. Standard of Performance. Both Parties shall perform all services to be performed under this Agreement in the manner and according to the professional standards currently expected of a competent and experienced public agency. Both Parties shall assign only competent personnel to perform services under this Agreement. In the event that either Party, at any time, desires the removal of any person assigned by the other Party to perform services under this Agreement, the Parties shall meet and confer to explore options for alternative performance of those services. 9. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by either Party without the express written consent of the other Party. 10. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the CITY or LIBRARY as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 11. Interpretation. The Parties acknowledge that this Agreement has been negotiated by both Parties and their legal counsel and agree that this Agreement shall be interpreted as if drafted by both Parties. 12. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either Party to enter into or carry out, such determination shall Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. CITY OF ROHNERT PARK a Municipal Corporation By: _______________________ Print Name: ________________ Title: _____________________ APPROVED AS TO FORM: City Attorney SONOMA COUNTY LIBRARY DISTRICT a joint powers authority By: ______________________ Print Name: ________________ Title: _____________________ APPROVED AS TO FORM: General Counsel EXHIBIT 1: PROJECT PLAN The scope of services for the Project consists of replacement of the following three (3) components that were identified in both the City’s Building Condition Assessment (BCA) and the Sonoma County Library’s Facilities Condition Assessment (FCA): interior lighting system and light fixtures, fire detection and alarm system, and components of the central cooling systems, including a rooftop HVAC unit. CITY agrees to undertake management of the Project through completion in accordance with the plans and specifications provided by City’s design consultant and approved by the CITY and LIBRARY, at the 60% and 100% Design Documents including comments by the CITY and LIBRARY. At the 60 % Design Documents (DD), the designer will submit a Feasibility Study with estimated costs. Consultant to prepare a feasibility study to describe the pros and cons of either replacing the existing lighting control system in its entirety, or replacing all the individual light fixtures with wireless integrated nLight fixtures. Major project milestones are as follows: CITY procures Design Consultant. April 2025 - June 2025 June 2025 - October 2025 City's Design Consultant produces 60% Plans, Feasibility Study, 90% Plans and 100% Plans and Bid Documents. November 2025 - February 2026 CITY solicits construction bids; awards construction contract. March 2026 - November 2026 Project construction in progress. CITY manages construction project. November 2026 - March 2027 CITY manages Project Closeout, including grant administration, documentation and closeout.