HomeMy WebLinkAboutCO 2025-035 - Shelter Coffee1
City of Rancho Cucamonga and Shelter Coffee
FACILITY USE AGREEMENT
THIS AGREEMENT is made and entered into on April 1, 2025, between Shelter Coffee,
a coffee company (hereinafter “Vendor") and the City of Rancho Cucamonga, a municipal
corporation, (hereinafter "City") concerning the provision of Central Park facility use and
Shelter Coffee partnership.
Recitals
(i) Shelter Coffee is a coffee company and those persons executing this Agreement on its
behalf hereby covenant that they are fully empowered to execute this Agreement on behalf of
Vendor.
(ii) City desires to permit the nonexclusive utilization of a portion of its Goldy S. Lewis
Community Center, located at 11200 Base Line Road, Rancho Cucamonga, California by
Vendor so as to utilize the snack shop area for business operations for the purpose of selling
coffee, other beverages, and food items as permitted. Hereinafter, the term "Center" shall
mean the James L. Brulte Senior Center and Goldy S. Lewis Community Center at Central
Park. Hereinafter, the term “Space” shall mean the snack shop area of the Center.
Agreement
NOW, THEREFORE, it is mutually agreed by and between City and Vendor as follows:
1. Term of Agreement. This Agreement shall be for Twelve (12) months ending on March
23, 2026. Either City or Vendor may terminate this Agreement for any or no reason upon
delivery to the non-terminating party of written notice of such termination, which such notice
shall be delivered not less than thirty (30) days prior to the effective date of such termination.
Further, in the event of total or partial destruction of the Space or Center, this Agreement will
be deemed terminated immediately without prior notice. City shall have the sole right to
determine and declare that the Space or Center is fully or partially destroyed for purposes of
this termination provision. This Agreement grants only a revocable license to use the Space.
Nothing herein shall be deemed to create a leasehold or any other kind of interest, other than
a revocable license.
City of Rancho Cucamonga
CONTRACT NUMBER
CO 2025-035
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2. Financial Consideration. City shall bear all costs for and related to the maintenance and
operation of the Space except as may be expressly set forth herein this Agreement. Vendor
shall pay City in the amount of $100.00 each month for the exclusive use of the Space within
the Center.
3. Use of Center.
3.1 Vendor will be permitted use of Space to serve seniors and community
members visiting the Center as defined in the Agreement and in the Scope of
Services. The purpose of the partnership is to allow Vendor an area to offer
coffee options to visitors in the Center.
3.2 Vendor will use Space within the agreed upon days, times, and requirements
indicated in this facility agreement. Vendor shall keep the entire Space
continuously open for business no less than three (3) days a week, from 8 AM
to 2 PM. Any conflict in use of the Space shall be communicated directly to
staff and not the facility users.
Central Park – Goldy S. Lewis Community Center & James L. Brulte Senior Center
Tuesdays, Wednesdays, and Thursdays from 8:00 a.m. to 2:00 p.m. excluding holidays
or schedule facility closures.
3.3 In accordance with building capacity, state and/or local public safety code,
and state and/or local public health regulations, the City reserves the right to
reduce the amount of or change the area designated to Vendor based on the
actual amount of space necessary to conduct City programs.
3.4 To ensure the facility remains accessible and welcoming to all residents, the
Vendor is not permitted to permanently display any pictures within the facility.
However, pictures may be displayed using a portable board or similar device.
If the Vendor wishes to store this portable display onsite, prior approval from
the City is required to assess available storage space.
3.5 City reserves the right to inspect the Space at any reasonable time to ensure
compliance with this Agreement, provided that reasonable notice is given to
Vendor, except in cases of emergency. City also retains the right to enter the
Space to perform maintenance, repairs, or other necessary work, with prior
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notice where feasible. Vendor shall not unreasonably withhold access to the
Space for these purposes.
4. Condition of Center.
4.1 City offers, and Vendor accepts for its use, the Space, and any portion thereof,
in "as is" condition, without any warranty, express or implied, whatsoever, and
City hereby disclaims, and Vendor agrees to not assert the existence of, any
such warranties. Vendor shall keep the Space in good, safe and suitable
condition for the uses contemplated therein, including the storage, securing
and maintenance of equipment not intended for public use or for rental. No
physical alterations of any kind, including, but not limited to, improvements,
fixture installments or equipment additions or removals, may be made,
authorized, or permitted by Vendor unless and until Vendor receives prior
written consent of the City. Any alterations, improvements, fixtures installments
or equipment additions or removals undertaken by Vendor must conform to and
be in compliance with all applicable codes, ordinances or laws.
4.2 Vendor is required to maintain a clean and sanitary operation in compliance
with local health codes. City agrees to perform cleaning as outlined in the
Center janitorial contract.
4.3 Upon termination or expiration of this Agreement, Vendor agrees to leave the
Space, and any portion thereof that it may utilize, in the condition Space is in
upon Vendor's commencement of use thereof, absent allowance for normal
wear and tear. Vendor shall either perform any necessary repair or renovation
activities which may be required to return the Space to the required condition,
or alternatively pay to City, upon demand by City, the reasonably calculated
sums to accomplish such renovation or repair.
4.4 All equipment, fixtures and materials attached or otherwise affixed to said site
by Vendor in a permanent manner shall be attached or affixed in a manner
which conforms to all existing City codes or regulations for such installation,
following written City's approval. Any such materials, fixtures or equipment
attached or affixed shall, at City's option, become the property of City at the
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time of such installation and such shall be included in an agreed- upon
inventory list.
4.5 Vendor shall be responsible for securing the Space outside of Vendor’s
business hours. Center does not provide onsite security. Vendor assumes full
responsibility for securing their property, equipment, and inventory. Center
shall not be liable for any theft, vandalism, or loss of property occurring within
the Space. Vendor agrees to hold Center harmless for any such incidents.
Center has provided locking cabinets and hasps on Center provided
refrigeration equipment giving the ability to secure products and support in theft
prevention measures.
4.6 Vendor shall maintain, in safe condition and in a first-class manner, all portions
of the Space which it may utilize and shall administer its business in a safe and
first-class manner that complies with all applicable federal, state, county and
local laws, ordinances, rules and regulations including, but not limited to, fair
labor practices, fire safety provisions, health and safety provisions, sanitary
conditions, nondiscrimination regulations and building codes. Vendor's failure
to be in compliance with any applicable law, policy or regulation of any
jurisdiction shall be grounds for City to immediately suspend, without written
notice and without affecting its right to terminate this Agreement, Vendor's right
to use the Space unless and until, in the City's sole discretion, such violation is
cured.
4.7 Vendor shall receive all deliveries pursuant to a delivery schedule approved by
City and load and unload goods, merchandise, supplies, fixtures, equipment,
furniture and rubbish only through proper doors and so as to minimize the
disturbance to other occupants of the Center and not cause any obstruction in
traffic in the Center.
5. Indemnification. To the maximum extent permitted by law, the Vendor shall defend,
indemnify and hold the City, and its elected officials, officers, employees, servants, volunteers,
and agents serving as independent contractors in the role of City officials, (collectively,
“Indemnitees”), free and harmless with respect to any and all damages, liabilities, losses,
reasonable defense costs or expenses (collectively, “Claims”), including but not limited to
Claims relating to death or injury to any person and injury to any property, which arise out of,
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pertain to, or relate to the acts, omissions, activities or operations of Vendor or any of its
officers, employees, subcontractors, Contractors, or agents in the performance of this
Agreement. Vendor shall defend Indemnitees in any action or actions filed in connection with
any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including
actual attorney’s fees and experts’ costs incurred in connection with such defense. The
indemnification obligation herein shall not in any way be limited by the insurance obligations
contained in this Agreement provided, however, that the Vendor shall have no obligation to
indemnify for Claims arising out of the sole negligence or willful misconduct of any of the
Indemnitees.
5.1 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that
they may possess against Vendor because of the acceptance by City, or the
deposit with City, of any insurance policy or certificate required pursuant to this
Agreement.
5.2 Waiver of Right of Subrogation. Except as otherwise expressly provided in this
Agreement, Vendor, on behalf of itself and all parties claiming under or through
it, hereby waives all rights of subrogation against the Indemnitees, while acting
within the scope of their duties, from all claims, losses and liabilities arising out
of or incident to activities or operations performed by or on behalf of the Vendor.
5.3 Survival. The provisions of Section F shall survive the termination of this
Agreement and are in addition to any other rights or remedies which
Indemnitees may have under the law. Payment is not required as a condition
precedent to an Indemnitee’s right to recover under this indemnity provision,
and an entry of judgment against Vendor shall be conclusive in favor of the
Indemnitee’s right to recover under this indemnity provision.
Further, Vendor agrees that it shall promptly pay all charges for which it may become legally
responsible in connection with its performance of this Agreement, including, but not limited to,
charges for food, beverage and supply purchases, and Vendor shall indemnify, defend and
hold City harmless from any failure to make any such purchases.
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6. Insurance.
6.1 Liability Insurance. Vendor shall procure and maintain in full force and effect
for the duration of this Agreement, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the
performance of the services hereunder by Vendor, and/or its agents,
representatives, employees or subcontractors.
6.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage
shall be at least as broad as:
6.2.1 Insurance Services Office Commercial General Liability coverage
(occurrence from CG 0001).
6.2.2 Insurance Services Office form number CA 0001 (Ed.1/87) covering
Automobile Liability, code 1 (any auto).
6.2.3 Worker’s Compensation insurance as required by the State of
California, and Employer’s Liability Insurance.
6.3 Minimum Limits of Insurance. Vendor shall maintain limits no less than:
6.3.1 Commercial General Liability: $2,000,000 per occurrence for bodily
injury, personal injury and property damage. Commercial General
Liability Insurance or other form with a general aggregate limit shall
apply separately to this Agreement or the general limit shall be twice
the required occurrence limit.
6.3.2 Automobile Liability: If the use of a vehicle is required, Vendor shall
provide $2,000,000 per accident for bodily injury and property
damage.
6.3.3 Employer’s Liability: $1,000,000 per accident and in the aggregate for
bodily injury or disease and Worker’s Compensation Insurance in the
amount required by law.
6.3.4 The Insurance obligations under this Agreement shall be the greater
of (i) the Insurance coverages and limits carried by the Vendor; or (ii)
the minimum Insurance coverages and limits shown in this Agreement.
Any insurance proceeds in excess of the specified limits and coverage
required which are applicable to a given loss, shall be available to the
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City. No representation is made that the minimum Insurance
requirements of this Agreement are sufficient to cover the obligations
of the Vendor under this agreement.
6.4 Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City and shall not reduce
the limits of coverage. City reserves the right to obtain a full certified copy of
any required insurance policy and endorsements.
6.5 Other Insurance Provisions.
6.5.1 The commercial general liability and automobile liability policies are to
contain the following provisions on a separate additionally insured
endorsement naming the City, its officers, officials, employees,
designated volunteers and agents serving as independent contractors
in the role of City officials, as additional insureds as respects: liability
arising out of activities performed by or on behalf of Vendor; products
and completed operations of Vendor; premises owned, occupied or
used by Vendor; and/or automobiles owned, leased, hired or borrowed
by Vendor. The coverage shall contain no limitations on the scope of
protection afforded to City, its officers, officials, employees, designated
volunteers or agents serving as independent contractors in the role
City officials which are not also limitations applicable to the named
insured.
6.5.2 For any claims related to this agreement, Vendor’s insurance
coverage shall be primary insurance as respects City, its officers,
officials, employees, designated volunteers and agents serving as
independent contractors in the role of City officials. Any insurance or
self-insurance maintained by City, its officers, officials, employees,
designated volunteers or agents serving as independent contractors
in the role of City officials shall be in excess of Vendor’s insurance and
shall not contribute with it.
6.5.3 Vendor’s insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits
of the insurer’s liability.
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6.5.4 Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be canceled except after 30 days prior
written notice by first class mail has been given to City (ten (10) days
prior written notice for non-payment of premium). Vendor shall provide
thirty (30) days written notice to City prior to implementation of a
reduction of limits or material change of insurance coverage as
specified herein.
6.5.5 Each insurance policy required by this clause shall expressly waive
the insurer’s right of subrogation against City and its elected officials,
officers, employees, servants, attorneys, designated volunteers, and
agents serving as independent contractors in the role of City officials.
6.5.6 Each policy shall be issued by an insurance company approved in
writing by City, which is admitted and licenses to do business in the
State of California and which is rated A:VII or better according to the
most recent A.M. Best Co. Rating Guide.
6.5.7 Each policy shall specify that any failure to comply with reporting or
other provisions of the required policy, including breaches of warranty,
shall not affect the coverage required to be provided.
6.5.8 Each policy shall specify that any all costs of adjusting and/or
defending any claim against any insured, including court costs and
attorney’s fees, shall be paid in addition to and shall not deplete any
policy limits.
6.5.9 Vendor shall provide any and all other insurance, endorsements, or
exclusions as required by the City in any request for proposals
applicable to this Agreement.
6.5.10 Evidence of Coverage. Prior to commencing performance under this
Agreement, the Vendor shall furnish the City with certificates and
original endorsements, or copies of each required policy, effecting and
evidencing the insurance coverage required by this Agreement
including (1) Additional Insured Endorsement(s), (2) Worker’s
Compensation waiver of subrogation endorsement, and (3) General
liability declarations or endorsement page listing all policy
endorsements. The endorsements shall be signed by a person
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authorized by the insurer(s) to bind coverage on its behalf. All
endorsements or policies shall be received and approved by the City
before Vendor commences performance. If performance of this
Agreement shall extend beyond one year, Vendor shall provide City
with required policies of endorsements evidencing renewal of the
required policies of insurance prior to the expiration of any required
policies of insurance.
6.5.11 Vendor agrees to include in all contracts with all subcontractors
performing work pursuant to this Agreement, the same requirements
and provisions of this Agreement including the indemnity and
insurance requirements to the extent they apply to the scope of any
such subcontractor’s work. Vendor shall require its subcontractors to
be bound to Vendor and City in the same manner and to the same
extent as Vendor is bound to City pursuant to this Agreement, and to
require each of its subcontractors to include these same provisions in
its contract with any sub-subcontractor.
7. Limitations on Assignment. No interest in or arising out of this Agreement may be
transferred or assigned, nor may any required performance be subcontracted, in whole or in
part, by Vendor, without the prior written consent of City and any such transfer, assignment or
subcontract made without City's consent shall be void.
8. Emergency Operation Center. Notwithstanding any other provision in this Agreement,
Vendor acknowledges that the Center has been designated an auxiliary emergency operation
center for City. At any such time as the City, in its sole discretion, determines that it requires
the use of Center as an emergency Center, Vendor agrees that it shall promptly cease
utilization of the Space for such time as the City requires the Center's use for emergency
operation services. City shall not be responsible to Vendor for any costs or reimbursement for
any losses Vendor may sustain as a result of such emergency operation use, including but not
limited to, loss of food or wages.
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9. General Provisions.
9.1 Notice. Any notice required or permitted pursuant to this Agreement shall be
given by personal service or by deposit of the same in the United States mail,
postage prepaid and addressed to the parties as follows:
Vendor: Yazmin Hernandez, Hector Hernandez & Alejandro H. Callejas
Shelter Coffee
4414 East Larkstone Circle
Orange, CA 92869
City: Jennifer Hunt Gracia, Community Services Director
City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
Mailed notice should be deemed served on the third business day following mailing.
9.2 Amendments. This Agreement may only be amended in writing by a document,
signed by both parties hereto.
9.3 Section Headings. Any section headings in this Agreement have been provided
solely for the convenience of the parties and in no way shall serve, or shall be
construed or interpreted to serve, to alter, amend, limit, or expand the express
provisions set forth in each section. This Agreement shall be construed as if
drafted by all parties hereto and shall be construed against any single party.
9.4 Governing Law. The law of the State of California shall govern this Agreement
and any action brought to enforce any provision of this Agreement shall be filed
in the Superior Court of the County of San Bernardino.
9.5 City Contributions. City retains the right, at its sole discretion, to from time to
time contribute services, funds, or any other consideration to Vendor. Any such
contribution by City shall not be deemed to create an ongoing obligation from
City to Vendor and Vendor hereby waives any claim to such entitlement or right.
9.6 Permits and Approvals. Vendor shall, at its sole cost and expense, obtain any
and all governmental permits, approvals or concurrences required for the use
of the Space and/or provisions of the services required herein.
9.7 Nondiscrimination. Vendor agrees that in its performance of this Agreement, it
shall not discriminate against any person, including, but not limited to, any
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employee, agent, volunteer, or officer of Vendor, or any recipient of
Vendors'services on the basis of gender, ancestry, color, marital
status, sexual preference or age.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the latest date set forth below.
VENDOR
BY: DATED:
Yazmin Hernandez, Shelter Coffee
BY: DATED:
Hector Hernandez, Shelter Coffee
BY: DATED:
Alejandro H. Callejas, Shelter Coffee
CITY
BY: DATED:
Jennifer Hunt Gracia, Community Services Director
Superintendent Initials
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SCOPE OF SERVICES
AGREEMENT GUIDELINES AND EXPECTATIONS
April 1, 2025 – March 31, 2026
The responsibilities and expectations for Vendor and the City as it relates to Facility Use
Agreement contract number CO 2025-035 are outlined below.
Vendor: Shelter Coffee
1. Maintain all necessary business licenses, health permits, and food handling
certifications.
2. Maintaining a City of Rancho Cucamonga business license.
3. Maintaining a San Bernardino County Department of Public Health permit in good
standing.
4. Adhering to requirements and regulations set forth by the health permit.
5. Providing City a copy of State Board of Equalization Seller’s Permit.
6. Providing an itemized equipment inventory list.
7. Providing the following services during the hours of 8:00 a.m. – 2:00 p.m. unless
otherwise agreed upon by Vendor and City.
i. Coffee beverages (hot, cold, or frozen)
ii. Non coffee beverages (hot, cold, or frozen)
iii. Pastries or other eateries as agreed upon by Vendor and City
1. All items must fall within guidelines of county health permit
8. Access to the facility outside of space operating hours may be granted upon request
and approval by City for set up, maintenance, and cleanup.
9. Providing and setting up all necessary equipment, supplies, and products for business
operations and support functions.
10. Marketing and communication to the public.
i. Provide marketing material to City for posting and sharing.
11. Agree to Publicity on behalf of company, parent, subsidiaries, or partners:
12. Publicity – Vendor grants the City permission to use, without compensation to Vendor,
Vendor’s name, likeness, and/or biographical information, in connection with
promotion of Vendor and its services, including any reproduction of images of the
Vendor, and in any advertising and promotional materials regarding the City or the
Vendor.
13. Abiding by any and all restrictions and parameters set by City for facility usage.
14. Providing insurance to cover equipment if deemed necessary in addition to
aforementioned General Waiver and Release of Liability.
15. Facility Use fee of: $100.00/month
i. Fee subject to changed based upon frequency of facility use.
ii. City must provide Vendor notice of intent to change fee 60 days in
advance.
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City: City of Rancho Cucamonga
1. Space in the snack shop area at the Goldy S. Lewis Community Center at Central
Park.
2. Coordination with Public Works Services Department facilities staff to maintain facility
equipment and access in the snack shop area to include but not limited to:
i. Refrigerator
ii. Mini freezer
iii. Sinks
iv. Power
v. Water
vi. Cabinets
3. Coordination with Public Works to mount and/or secure Vendor equipment that will
remain in the facility for the duration of this facility usage.
4. Access to TV installed on wall near snack shop for menu and/or promotional display.
5. Assistance with promotion of services where available through available media such
as:
a) Digital ads on facility TV screens
b) A-frame and tiered signs around facility
c) Tabletop sign holders
Vendor Signature Date
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r-rrrrr CITY OF RANCHO CUCAMONGA
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October 16, 2025
Facility Use Agreement#2025-035
Shelter Coffee
Attn: Yazmin Hernandez, Hector Hernandez, and Alejandro H. Callejas
4414 East Larkstone Circle
Orange,CA 92869
Subject: Termination of Facility Use Agreement#2025-035
Dear Yazmin, Hector and Alejandro,
This letter serves as formal written notice that the City of Rancho Cucamonga's Community Services
Department is terminating the Facility Use Agreement fully executed May 27, 2025, regarding the use of
Goldy S. Lewis Community Center, 11200 Base Line Road, Rancho Cucamonga, CA 91730.
This termination is in accordance with the Term of the Agreement, which states:
City or Vendor may terminate this Agreement far any or no reason upon delivery to the non-terminating party
of written notice of such termination, which such notice shall 6e delivered not less than thirty (30) days prior to
the effective date of such termination.
In accordance with the terms of the agreement. we are providing thirty (30)days' notice. The agreement
will therefore terminate effective November 15, 2025.
Should you have any questions or require further clarification,please feel free to contact LaChelle Brown,
Community Services Supervisor, at(909)477-2760 or lachelle.brown(r�aJcityofrc.us.
Sincerely,
LaChelle Brown
Community Services Supervisor
City of Rancho Cucamonga