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HomeMy WebLinkAbout2026/08/25 City Council Resolution 2026-069 RESOLUTION NO. 2026-069 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING LICENSE AGREEMENT WITH SONOMA COUNTY LIBRARY FOR USE OF BURTON AVENUE RECREATION CENTER WHEREAS; the Sonoma County Library is a joint powers agency that provides public library services throughout Sonoma County, including through the Rohnert Park-Cotati Regional Library; and WHEREAS, the Rohnert Park-Cotati Regional Library is scheduled to close temporarily for construction from September 2 through December 31, 2026; and WHEREAS, Sonoma County Library has requested temporary, non-exclusive use of portions of the City-owned Burton Avenue Recreation Center, located at 7421 Burton Avenue, to continue providing programs and activities for library patrons during the closure; and WHEREAS, the temporary use will support continuity of public library services and is compatible with the City's continued operation of the Burton Avenue Recreation Center; and WHEREAS,the proposed License Agreement limits Library use to weekdays and daytime hours, preserves evenings and weekends for City programs and rentals, and establishes requirements for scheduling, access, cleanup, insurance, indemnification, and repair of damage; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize and approve_the License Agreement between the City of Rohnert Park and the Sonoma County Library for temporary, non-exclusive use of portions of Burton Avenue Recreation Center as referenced in Exhibit A. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute documents pertaining to same for and on behalf of the City ofRohnert Park. DULY AND REGULARLY ADOPTED BY THE CITY COUNCIL OF THE CITY OF ROHNERT PARK ON this 25th day of August, 2026. CITY OF ROHNERT PARK ATTEST: — Emily Sanborn, Mayor Sylvia Lopez u , i y er ` A RO E AST FORM: Michelle M. Ken n, it Attorney Attachments: Exhibit A ADAMS:' GIUDICE: RODRIGUEZ: ELWARD: ANBORN:�7-- AYES: (5) N6E� ) ABSENT: ) ABSTAIN: ( ) Resolution 2026-069 Page 2 of 2 Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 1 OAK #4828-6005-8073 v1 CITY OF ROHNERT PARK LICENSE AGREEMENT WITH SONOMA COUNTY LIBRARY FOR USE OF THE BURTON AVENUE RECREATION CENTER This License Agreement (“Agreement”) is made and entered into as of the 25th Day of August, 2026 (“Effective Date”) by and between the City of Rohnert Park, a municipal corporation, located at 130 Avram Ave, Rohnert Park (“City”), and the Sonoma County Library, a _________ located at 6135 State Farm Drive, Rohnert Park, CA 94928 (“Library”). City and Library are referred to herein collectively as the “Parties” and individually as a “Party.” RECITALS WHEREAS, the Library’s Rohnert Park Branch will be closed for construction from September 2, 2026 through December 31, 2026; and, WHEREAS, the Library desires non-exclusive access to the Burton Avenue Recreation Center (“Center”), located at 7421 Burgon Ave. and owned by City, for planned activities hosted by the Library’s Rohnert Park Branch; and, WHEREAS, the City has agreed to grant non-exclusive access to the Center, subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the foregoing, which are incorporated herein by reference, and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereby agree as follows: 1. PERMITTED USE AND LICENSE City grants to Library a revocable, personal, and non-possessory privilege and license (“License”) to enter upon and use that portion of the Center identified as the “License Area” in Exhibit “B” attached hereto and incorporated herein, for the limited purpose and subject to the terms, conditions and restrictions set forth herein. Library may enter upon and use the License Area solely for purposes of providing events and activities for Library patrons, subject to such further requirements and restrictions as set forth in Exhibit “A” attached hereto and incorporated herein (the “Activities”). This Agreement gives Library a License only and notwithstanding anything to the contrary herein, this License does not constitute a grant by City of any ownership, leasehold, easement or other property interest or estate whatsoever in the License Area, or any portion thereof. Nothing in this Agreement shall be construed as granting or creating any franchise rights pursuant to any federal, state or local laws. Without limiting the foregoing, this License is subject and subordinate to all existing documents and Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 2 OAK #4828-6005-8073 v1 instruments of record affecting the City property. Library covenants and agrees, for the benefit of City, that Library shall fully comply with the terms and conditions of any rules and regulations promulgated by City. City reserves the right to use the License Area in common with Library, as long as such use does not materially interfere with Library’s Activities within the License Area. Before commencing the Activities or accessing the License Area, Library shall obtain any and all permits, licenses, approvals and consents, and deliver all necessary notices, including any approvals, licenses, permits, consents or notices required from or to City, any other governmental agency or third party (collectively, “Approvals”). Library shall, at its expense, conduct and cause to be conducted all Activities on the License Area allowed hereunder in a safe and reasonable manner and in compliance with all laws, ordinances, requirement, policies and standards of City and all other governmental or other regulatory authorities with jurisdiction and authority over the License Area and the Activities (including, without limitation, the Americans with Disabilities Act) and all covenants, restrictions and provisions of record, whether presently in effect or subsequently adopted and whether or not in the contemplation of the Parties. Library shall, at its sole expense, procure and maintain in force at all times during its use of the License Area any and all business and other licenses or approvals necessary to conduct the Activities allowed hereunder. Library understands and agrees that City is entering into this Agreement in its capacity as both a property owner with a proprietary interest in the License Area and as a regulatory agency with police powers. Library further understands and agrees that no approval by City for purposes of this Agreement shall be deemed to constitute approval of any other federal, state, or other local regulatory authority with jurisdiction, and nothing herein shall limit Library’s obligation to obtain all such regulatory approvals at Library’s sole cost, or limit in any way City’s exercise of its police powers. 2. TERM The term of this Agreement shall begin on the Effective Date and shall remain in effect until December 31, 2026, unless sooner terminated pursuant to Section 3 below. 3. TERMINATION Either Party may terminate this Agreement for any reason by providing ten (10) days’ written notice to the other Party pursuant to Section 5 below. Subject to the foregoing notice requirement, City may at its sole option freely revoke and terminate this License at any time without cause or liability, and without any obligation to pay any consideration to Library or return to Library of any part of the License Fee. Upon the effective date of any revocation or termination, Library shall immediately surrender the License Area in the condition required under this License Agreement. Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 3 OAK #4828-6005-8073 v1 4. NOTICES All notices under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as follows: (a) When delivered by first class mail, postage prepaid, notice shall be deemed delivered three (3) business days after deposit in the United States mail; (b) When mailed by certified mail with return receipt requested, notice shall be effective upon receipt of delivery is confirmed by a return receipt; (c) When personally delivered to the recipient, notice shall be deemed delivered on the date personally delivered. The place of delivery of all notices under this Agreement shall be as follows; City: Cindy Bagley Director of Community Services – City of Rohnert Park 5401 Snyder Lane, Rohnert Park, CA 94928 cbagley@rpcity.org; (707) 588-3452 Library: Jennifer Ryder Branch Manager, Rohnert Park Cotati Regional Library 6135 State Farm Dr, Rohnert Park, CA 94928 jryder@sonomalibrary.org; (707) 806-7763 5. AS IS CONDITION OF LICENSE AREA; DISCLAIMER Library accepts the License Area in its “AS IS” condition, without representation or warranty of any kind by City, its officers, agents or employees, and subject to all applicable laws, rules and ordinances governing the use of the License Area. Without limiting the foregoing, this License is made subject to any and all existing and future covenants, conditions, restrictions, easements, encumbrances and other title matters affecting the License Area, whether foreseen or unforeseen, and whether such matters are of record or would be disclosed by an accurate inspection or survey. 6. NO COST TO CITY Library shall bear all costs and expenses of any kind or nature in connection with its use of the License Area, and shall keep the License Area free and clear of any liens or claims of lien arising out of or in any way connected with its use of the License Area. 7. INSURANCE During the Term of this Agreement, Library shall obtain and maintain insurance covering claims for injuries to persons or damage to property which may arise out of or in connection with use of License Area by Library or Library’s contractors or agents, as set forth in Exhibit “C”. The insurance carrier shall maintain an A.M. Best rating of not less than A-: VII. 8. INDEMNIFICATION Library shall indemnify, defend (with counsel acceptable to City), reimburse and hold harmless City, its officers, elected and appointed officials, agents, employees and contractors, and each of them (collectively, the “Indemnified Parties”), from and against Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 4 OAK #4828-6005-8073 v1 any and all demands, claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities of any kind (collectively, “Claims”), arising in any manner out of any of the following: (a) any injury to or death of any person or damage to or destruction of any property occurring in, on or about the City property, or any part thereof, whether such injury, death, damage or destruction is caused by the person or property of Library , its officers, directors, members, employees, agents, consultants, contractors or subcontractors (collectively, “Agents”), its invitees, guests or business visitors (collectively, “Invitees”), or third persons, relating to any use or activity under this Agreement; (b) any failure by Library to faithfully observe or perform any of the terms, covenants or conditions of this Agreement; (c) the use of the License Area or any activities conducted thereon by Library, its Agents or Invitees; or (d) any release or discharge, or threatened release or discharge, of any Hazardous Material caused, permitted or allowed by Library, its Agents or Invitees, on, in, under or about the City property, any improvements or into the environment; except solely to the extent of Claims resulting directly from the gross negligence or willful misconduct of City or the Indemnified Parties. In addition to Library’s obligation to indemnify City, Library specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City from any Claim that actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Library by City and continues at all times thereafter. The foregoing indemnity shall include, without limitation, reasonable attorneys’, experts’ and consultants' fees and costs, investigation and remediation costs and all other reasonable costs and expenses incurred by the Indemnified Parties, including, without limitation, damages for decrease in the value of the City Property and claims for damages or decreases in the value of adjoining property. Library’s obligations under this Section shall survive the expiration or other termination of this Agreement. The Parties intend that damages and/or costs and all other terms implying an amount tied to liability shall include consequential damages incurred by City. The amount and type of insurance coverage requirements set forth in this Agreement will in no way be construed as limiting the scope of the Library’s indemnity in this Section. 9. INTEGRATION This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. No representations, oral agreements, or inducements have been made by either of the Parties, except as expressly set forth herein. This Agreement may not be changed, modified, or rescinded except by written amendment signed by both Parties. Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 5 OAK #4828-6005-8073 v1 10. SEVERABILITY Should any part of this Agreement be determined to be unenforceable, invalid or illegal, such determination shall not affect the validity of the remainder of the Agreement, which shall continue in full force and effect. 11. LICENSE FEES $1.00 during the term of this Agreement. 12. SECURITY DEPOSIT Upon execution of this Agreement, Library will pay to City $1,000 as a security deposit for faithful performance of Library’s duties under this Agreement. If Library shall default on any of the terms of this Agreement, and City chooses to cure the Library’s default following notice and opportunity to cure, the City may use the security deposit for such purpose. Any unused security deposit existing at the termination of this Agreement which is not already used to offset damage, if any, caused to the Licensed Premises by Library’s use, shall be refunded to Licensee within 14 days of said termination. 13. PERMITTED USE Library , shall use the Center as outlined in Exhibit “A” only for the term of this Agreement. Library will have access to the License Area during the term of this Agreement. At the expiration of this Agreement or upon termination, Library shall be responsible for conducting a comprehensive and thorough review of the Center and shall restore it to the condition received. 14. DUTIES OF THE CITY OF ROHNERT PARK City’s sole duties under this Agreement shall be to make available the License Area under the terms and conditions of this Agreement. 15. NO JOINT VENTURE This Agreement does not create a partnership or joint venture between City and Library as to any activity conducted by Library on, in or relating to the License Area. Except as expressly set forth herein, the granting of the license by City does not constitute authorization or approval by City of any activity conducted by Library on, in, around or relating to the License Area. Library acknowledges that pursuant to this Agreement, the City’s responsibility is limited to the provisioning of the License Area to Library, and that the Activities as performed by Library and its contractors within or about the License Area shall be deemed the sole responsibility of Library. 16. REPAIR OF DAMAGE If any portion of the License Area or any personal property of City located on or about the License Area is damaged or threatened by any of the Activities conducted by Library or anyone acting by or through Library hereunder, Library shall immediately, at its sole cost, Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 6 OAK #4828-6005-8073 v1 notify City by electronic mail of such damage or threat. City may, but shall not be obligated, to remedy such damage or threat at Library’s sole cost, including applying the security deposit for such purposes, or City may elect to require Library to undertake the repair at Library’s sole cost subject to City’s inspection, review and approval. If City elects not to remedy such damage or threat, Library shall promptly repair any and all such damage and restore the License Area or property to its previous condition subject to City’s inspection, review and approval. City has no responsibility or liability of any kind with respect to any utilities that may be on, in or under the License Area. 17. FORCE MAJEURE Neither party will be liable for failure or delay to perform obligations under this Agreement, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable party, provided that Library’s performance of any monetary obligation owed under this Agreement shall not be so excused. Such circumstances include with limitation natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. Written notice of a party’s failure or delay in performance due to force majeure must be given to the other party no later than five (5) business days following the force majeure event commencing, which notice shall describe the force majeure event and the actions taken to minimize the impact thereof. 18. GOVERNING LAW This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles. 19. VENUE Venue shall be the appropriate court in Sonoma County, California. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers, as of the date first set forth above. For LIBRARY: For City of Rohnert Park: Erika Thibault, Marcela Piedra, Library Director, Sonoma County Library City Manager, City of Rohnert Park Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 7 OAK #4828-6005-8073 v1 ATTEST: _____________________________ City Clerk APPROVED AS TO FORM: City Attorney APPROVED AS TO FORM: Library Counsel Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 8 OAK #4828-6005-8073 v1 EXHIBIT A SCOPE OF PERMITTED USE AND SCHEDULE Description of License Area Use: Library will use the license area to provide activities and events for Library patrons during construction of the Library’s permanent site between September 2, 2026 and December 31, 2026. 1. Permitted Use The Library may use the facility for: • Library programs, classes, workshops, story times, meetings, and similar public programming. • Programs utilizing paid presenters, performers, contractors, or volunteers acting on behalf of the Library. • Staff preparation and cleanup associated with Library programming. Use of the facility for any purpose not described above requires prior written approval from the City's Community Services Director or designee. 2. Days and Hours of Use The Library may use the facility from September 2, 2026, through December 31, 2026, during weekday (Monday to Friday) and daytime hours only. • All Library activities, including participant departure and cleanup, shall conclude no later than 5:00 p.m. each day. • Evening and weekend use is reserved for City programs and rentals. • The Library shall provide the City with a proposed programming schedule in advance and shall promptly notify the City of any significant changes. 3. Facility Access The City will provide designated Library staff with keys or other access credentials for the licensed term. The Library shall be responsible for: • Securing the building when vacating the premises. • Limiting access to authorized personnel. • Returning all keys upon termination of this Agreement. 4. Facility Amenities The Library may use: • Existing tables and chairs. • The kitchen. • Available Wi-Fi service. • Designated storage space, as assigned by the City. • The outdoor playground area in conjunction with Library programming. The facility does not include audiovisual equipment. 5. Parking Library staff shall direct program participants to use the parking lot located behind the Center. Participants shall not be directed to use adjacent school parking areas during school operating hours. 6. Custodial Responsibilities The Library shall leave the facility in a clean and orderly condition after each use, including: • Returning furniture to its original configuration. • Removing program materials. • Disposing of trash, recycling, and compost in the designated receptacles. • Wiping tables and counters as needed. Supplies for this will be provided by the Library. Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 9 OAK #4828-6005-8073 v1 • Sweeping or spot-cleaning floors and restrooms as necessary. Supplies for this will be supplied by the Library. The City will provide the following: • Broom for cleaning the floors. • Wet mopping the floors. • Stocking paper products and soap in the restrooms. In the case of excessive janitorial needs beyond the scope listed above, the City will provide contract janitorial services paid for by the library at the rate of $35 per hour, not to exceed $1,600 during the contract period. 7. Storage The City will make available a designated storage area for Library program supplies. The Library shall be responsible for maintaining the storage area in a safe and orderly condition. The City assumes no responsibility for loss of or damage to stored property. 8. City Contact The City's Community Services Director or designee shall serve as the Library's primary point of contact regarding facility operations, scheduling, maintenance, and access during the term of this Agreement. 9. General Conditions The Library shall: • Conduct all activities in a safe and orderly manner. • Comply with all applicable laws and regulations. • Exercise reasonable care to prevent damage to the facility. • Promptly report any maintenance issues or damage to the City. Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 10 OAK #4828-6005-8073 v1 EXHIBIT B LICENSE AREA The License Area includes the following portions of Burton Avenue Recreation Center, Rohnert Park, California, 94928: Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 11 OAK #4828-6005-8073 v1 EXHIBIT C INSURANCE REQUIREMENTS Library shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with Library’s use of the License Area and the activities of Library, its contractor(s), guests, agents, representatives, employees, or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Note – required only if Instructor has employees). If Library maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Library. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the rental of the facility, work or operations performed by or on behalf of Library including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Library’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this contract, Library’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Library’s insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Library Agreement RP- 2026 Draft 4930-6026-0032 v.2.docx 12 OAK #4828-6005-8073 v1 Waiver of Subrogation Library hereby grants to City a waiver of any right to subrogation which any insurer of said Library may acquire against the City by virtue of the payment of any loss under such insurance. Renter agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage Library shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. Special Risks or Circumstances City reserves the right to modify these requirements based on the nature of the risk, prior events, insurance coverage, or other special circumstances.