HomeMy WebLinkAboutCO 2026-071 - SMG-Rancho Cucamonga Premier Food Services LLCDocusign Envelope ID: 14E63C4B-26D1-8E6C-8OD9-D43FA73787BC
1,Ry of Rancho
CQNT[M0T NUMBER
-
AGREEMENTFOR
PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 23 day of March, 2026, by and between the
City of Rancho Cucamonga, a municipal corporation ("City") and SMG-Rancho Cucamonga Premier
Food Services LLC, a California Corporation ("Contractor").
A. City desires Contractor to perform the following services. Catering, Bar, & Concession services at the
Victoria Gardens Cultural Center (including the Lewis Family Playhouse, Celebration "all, Black Box
Theater, Main Street Lobby, Imagination Courtyard, Arbor Court, the Paul A. Blane Library and
Randall Lewis Second Story and Beyond).
B. City desires to engage Contractor to complete the Project in the manner set forth and more fully
described herein.
C. Contractor represents that it is fully qualified and licensed under the laws of the State of California to
perform the services set Forth by this Agreement in a good and professional manner.
NOW, THEREFORE, in consideration of performance by the parties of the mutual promises,
covenants, and conditions herein contained, the parties hereto agree as follows:
1. Contractor's Services.
1.1. Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City
hereby engages Contractor to perform all services described in Recitals "A"and "B" above, including,
but not limited to historical support services, all as more fully set forth in "Scope of Work", attached
hereto as Exhibit "A". and incorporated by reference herein. The nature, scope, and level of the
services required to be performed by Contractor are set forth in the Scope of Work and are referred
to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this
Agreement, the terms and provisions of this Agreement shall control.
1.2. Revisions to Scogg of Work. Upon request of the City the Contractor will promptly meet with City
staff to discuss any revisions to the Project desired by the City. Contractor agrees that the Scope of
Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties
may agree on a revision or revisions to Contractor's compensation based thereon. A revision pursuant
to this Section that does not increase the total cost payable to Contractor by more than ten percent
(10%) of the total compensation specified in Section 3, may be approved in writing by City's Manager
without amendment.
1.3. Time for Performance. Contractor shall perform all services under this Agreement in a timely,
regular basis consistent with industry standards for professional skill and care, and in accordance with
any schedule of performance set forth in the Scope of Work, or as set forth in a "Schedule of
Performance", if such Schedule is attached hereto as Exhibit "A".
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1.4. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby
represents that it has the experience necessary to undertake the services to be provided. In light of
such status and experience, Contractor hereby covenants that it shall follow the customary
professional standards in performing the Services.
1.5. Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent
required by the standard of practice, Contractor (a) has investigated and considered the scope of
services to be performed, (b) has carefully considered how the services should be performed, and (c)
understands the facilities, difficulties and restrictions attending performance of the services under this
Agreement. Contractor represents that Contractor, to the extent required by the standard of practice,
has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions
therein. Should Contractor discover any latent or unknown conditions, which will materially affect
the performance of services, Contractor shall immediately inform City of such fact and shall not
proceed except at Contractor's risk until written instructions are received from the City
Representative.
2. Term of Agreement. The term of this Agreement shall be four (4) years and shall become effective as of
the date of the mutual execution by way of both parties signature (the "Effective Date"). No work shall
be conducted; service or goods will not be provided until this Agreement has been executed and
requirements have been fulfilled.
2.1. Parties to this Agreement shall have the option to renew once for an additional two (2) years to a
maximum total contract duration of of six (b) years, unless sooner terminated as provided in Section
14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing
review, and in accordance with all Terms and Conditions stated herein unless otherwise provided in
writing by the City.
3. Compensation.
3.1. As consideration for the Exclusive right to provide food and beverage, Contractor shall be entitled to
retain seventy-five percent (75%) of gross receipts attributable to food, non-alcoholic beverage sales,
and any revenue from the upselling of equipment or decor elements as outlined in Exhibit A Section
13.2 and twenty-five percent (25%) shall be paid to the City. Contractor shall be entitled to retain
one -hundred percent (100%) of gross receipts attributable to sales of alcohol. As used herein, "gross
receipts" shall not include any amount required to be collected as taxes, or any amount paid to
Contractor's staff in the form of "tips."
3.2. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall
withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables
reflected in such invoice. Under no circumstance shall Contractor be entitled to compensation for
services not yet satisfactorily performed.
3.3. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect
subsequent changes to the Scope of Services. City shall compensate Contractor for any authorized
extra services as set forth in Exhibit A.
4. Method of Payment.
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4.1. Res. Contractor shall submit to City reports for the Services performed pursuant to this
Agreement. The reports shall describe in detail the Services rendered during the period and shall
separately describe any authorized extra services. Any invoice claiming compensation for extra
services shall include appropriate documentation of prior authorization of such services. All reports
shall be remitted to the City of Rancho Cucamonga, California.
4.2. City shall review such reports and notify Contractor in writing within twenty (20) business days of
any disputed amounts.
4.3. City shall pay all undisputed portions of the invoice within sixty (60) calendar days after receipt of
the invoice up to the not -to -exceed amounts set forth in Section 3.
4.4. All records, reports, timecards, cost control sheets and other records maintained by Contractor relating
to services hereunder shall be available for review and audit by the City.
5. Representatives.
5.1. City Representative. For the purposes of this Agreement, the contract administrator and City
representative shall be the Building Official, or such other person as designated in writing by the City
("City Representative"). It shall be Contractor's responsibility to assure that the City Representative
is kept informed of the progress of the performance of the services, and Contractor shall refer any
decisions that must be made by City to the City Representative. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the City Representative.
5.2. Contractor Representative. For the purposes of this Agreement, Michael Krouse, President and
CEO is hereby designated as the principal and representative of Contractor authorized to act in its
behalf with respect to the services specified herein and make all decisions in connection therewith
("Contractor's Representative"). It is expressly understood that the experience, knowledge, capability
and reputation of the Contractor's Representative were a substantial inducement for City to enter into
this Agreement. Therefore, the Contractor's Representative shall be responsible during the term of
this Agreement for directing all activities of Contractor and devoting sufficient time to personally
supervise the services hereunder. Contractor may not change the Responsible Principal without the
prior written approval of City.
6. Contractor's Personnel.
6.11. All Services shall be performed by Contractor or under Contractor's direct supervision, and all
personnel shall possess the qualifications, permits, and licenses required by State and local law to
perform such Services, including, without limitation, a City business license as required by the City's
Municipal Code.
6.2. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged
in performing the Services and compliance with the standard of care set forth in Section 1.4.
6.3. Contractor shall be responsible for payment of all employees' and subcontractors' wages and benefits,
and shall comply with all requirements pertaining to employer's liability, workers' compensation,
unemployment insurance, and Social Security. By its execution of this Agreement, Contractor
certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require
every employer to be insured against liability for Worker's Compensation or to undertake self-
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insurance in accordance with the provisions of that Code, and agrees to comply with such provisions
before commencing the performance of the Services.
6.4. Contractor shall indemnify, defend and hold harmless City and its elected officials, officers and
employees, servants, designated volunteers, and agents serving as independent contractors in the role
of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the
extent arising from Contractor's violations of personnel practices and/or any violation of the
California Labor Code. City shall have the right to offset against the amount of any fees due to
Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's
failure to promptly pay to City any reimbursement or indemnification arising under this Section 6.
7. Ownership of Work Product.
7.1. Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all
other writings, including drafts thereof, prepared, created or provided by Contractor in the course of
performing the Services, including any and all intellectual and proprietary rights arising from the
creation of the same (collectively, "Work Product"), are considered to be "works made for hire" for
the benefit of the City. Upon payment being made, and provided Contractor is not in breach of this
Agreement, all Work Product shall be and remain the property of City without restriction or limitation
upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar
data prepared or obtained by Contractor under this Agreement shall, upon request, be made available
to City. None of the Work Product shall be the subject of any common law or statutory copyright or
copyright application by Contractor. In the event of the return of any of the Work Product to
Contractor or its representative, Contractor shall be responsible for its safe return to City. Under no
circumstances shall Contractor fail to deliver any draft or final designs, plans, drawings, reports or
specifications to City upon written demand by City for their delivery, notwithstanding any disputes
between Contractor and City concerning payment, performance of the contract, or otherwise. This
covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any
purpose other than the Project, shall be at City's sole risk.
7.2. Assi nment of Intellectual Property Interests: Upon execution of this Agreement and to the extent
not otherwise conveyed to City by Section 7.1, above, the Contractor shall be deemed to grant and
assign to City , and shall require all of its subcontractors to assign to City , all ownership rights, and
all common law and statutory copyrights, trademarks, and other intellectual and proprietary property
rights relating to the Work Product and the Project itself, and Contractor shall disclaim and retain no
rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall
be entitled to utilize the Work Product for any and all purposes, including but not limited to
constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project
or any aspect of the Project.
7.3. Title to Intellectual Property. Contractor warrants and represents that it has secured all necessary
licenses, consents or approvals to use any instrumentality, thing or component as to which any
intellectual property right exists, including computer software, used in the rendering of the Services
and the production of the Work Product and/or materials produced under this Agreement, and that
City has full legal title to and the right to reproduce any of the Work Product. Contractor shall defend,
indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated
volunteers, and agents serving as independent contractors in the role of City officials, harmless from
any loss, claim or liability in any way related to a claim that City's use is violating federal, state or
local laws, or any contractual provisions, relating to trade names., licenses, franchises. , patents or other
means of protecting intellectual property rights and/or interests in products or inventions. Contractor
shall bear all costs arising frorn the use of patented, copyrighted, trade secret or trademarked
documents, materials, software, equipment, devices or processes used or incorporated in the Services
and materials produced under this Agreement. In the event City's use of any of the Work Product is
held to constitute an infringement and any use thereof is enjoined, Contractor, at its expense, shall:
(a) secure for City the right to continue using the Work Product by suspension of any injunction or
by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non -
infringing. This covenant shall survive the termination of this Agreement.
8. Status as Independent Contractor. Contractor is, and shall at all times remain as to City, a wholly
independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf
of City or otherwise act as an agent of City. 'Neither City nor any of its agents shall have control over the
conduct of Contractor or any of Contractor's employees, except asset forth in this Agreement. Contractor
shall not, at any time.. or in any manner, represent that it or any of its officers, agents or employees are in
any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor
under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes.
assessments, penalties, and interest asserted against City by reason of the independent contractor
relationship created by this Agreement. Contractor shall fully comply with the workers' compensation
law regarding Contractor and Contractor's employees
9. Confidentiality. Contractor may have access to financial, accounting, statistical, and personnel data of
individuals and City employees. Contractor covenants that all data, documents, discussion, or other
information developed or received by Contractor or provided for perforrilance of this Agreement are
confidential and shall not be disclosed by Contractor without prior written authorization by City. City
shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City
upon the termination of this Agreement. Contractor's covenant under this Section shall survive the
termination of this Agreement. This provision shall not apply to information in whatever form that is in
the public domain, nor shall it restrict the Contractor from giving notices required by law or complying
with an order to provide infornlation or data when such an order is issued by a court, administrative agency
or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for
the Contractor to defend itself frorn any legal action or claim.
10. Conflict of Interest,
10.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or
indirect, which may be affected by the Services, or which would conflict in any manner with the
performance of the Services. Contractor further covenants that, in performance of this Agreement,
no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the
appearance of having any interest, which would conflict in any manner with the performance of the
Services. Contractor shall not accept any employment or representation during the term of this
Agreement which is or may likely make Contractor "financially interested" (as provided in
California Government Code §§ 1090 and 87100) In any decision made by City on any matter in
connection with which Contractor has been retained.
10.2. Contractor further represents that it has not employed or retained any person or entity, other than a
bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement.
Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee
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working exclusively for Contractor, any fee, commission, gift, percentage, or any other
consideration contingent upon the execution of this Agreement. Upon any breach or violation of
this warranty, City shall have the right, at its sole and absolute discretion, to terminate this
Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the
full amount or value of any such fee, commission, percentage or gift.
10.3. Contractor has no knowledge that any officer or employee of City has any interest, whether
contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business
of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during
the term of this Agreement, Contractor shall immediately make a complete, written disclosure of
such interest to City, even if such interest would not be deemed a prohibited "conflict of interest"
under applicable laws as described in subsection 10.1.
11. Indemnification.
11.1. To the maximum extent permitted bylaw, the Contractor 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, pertain to, or relate to the acts, omissions, activities or operations
of Contractor or any of its officers, employees, subcontractors, Contractors, or agents in the
performance of this Agreement. Contractor 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 Contractor shall have no
obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any
of the Indemnitees.
11.2. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess
against Contractor because of the acceptance by City, or the deposit with City, of any insurance
policy or certificate required pursuant to this Agreement.
11.3. Waiver of Riszht of Subrogation. Except as otherwise expressly provided in this Agreement,
Contractor, 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 Contractor.
11.4. Survival. The provisions of this Section 1 I shall survive the termination of the 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 Contractor shall be conclusive in favor of the
Indemnitee's right to recover under this indemnity provision.
12. Insurance.
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12.1. Liability Insurance. Contractor 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 Contractor,
and/or its agents, representatives, employees or subcontractors.
12.2. Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as
broad as:
12.2.1. Insurance Services Office Commercial General Liability coverage (occurrence form CG
0001).
12.2.2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,
code I (any auto).
12.2.3. Worker's Compensation insurance as required by the State of California, and Employer's
Liability Insurance.
12.3. Minimum Limits of Insurance. Contractor shall maintain limits no less than:
12.3.L 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.
12.3.2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
12.3.3. Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or
disease and Workers' Compensation Insurance in the amount required by law.
12.4. The Insurance obligations under this Agreement shall be the greater of (i) the Insurance coverages
and limits carried by the Contractor; 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 City. No representation is made that
the minimum Insurance requirements of this Agreement are sufficient to cover the obligations of the
Contractor under this agreement.
12.5. 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.
12.6. Other Insurance Provisions.
12.6.1. Tile 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 Contractor; products and completed operations of
Contractor; premises owned, occupied or used by Contractor; and/or automobiles owned,
leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the
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scope of protection afforded to City. its officers. officials. employees. designated volunteers
or agents serving as independent contractors in the role of City officials which are not also
limitations applicable to the named insured.
12.6.2. For any claims related to this Agreement, Contractor'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
Contractor's insurance and shall not contribute with it.
12.6.3. Contractor's insurance shall apply separately to each insured against whom claim is made or
suit is brought, except with respect to the Iimits of the insurer's liability.
12.6.4. Contractor shall provide immediate written notice if (1) any of the required insurance policies
is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible
or self insured retention is increased. In the event of any cancellation or reduction in
coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of
substitute insurance. Should Contractor fail to immediately procure other insurance, as
specified, to substitute for any canceled policy, the City may procure such insurance at
Contractor's sole cost and expense.
12.6.5. Each insurance policy required by this clause shall expressly waive the insurer's right of
subrogation against City, its elected officials, officers, employees, servants, attorneys,
designated volunteers, and agents serving as independent contractors in the role of City
officials.
12.6.6. Each policy shall be issued by an insurance company approved in writing by City, which is
admitted and licensed 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.
12.6.7. 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.
12.6.8. Each policy shall specify that any and all costs of adjusting and/or defending any claim
against any insured, including court costs and attorneys' fees, shall be paid in addition to and
shall not deplete any policy limits.
12.6.9. Contractor shall provide any and all other insurance, endorsements, or exclusions as required
by the City in any request for proposals applicable to this Agreement.
12.7. Evidence of Coverage. Prior to commencing performance under this Agreement, the Contractor
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 authorized by the insurer(s) to bind coverage on its behalf.
All endorsements or policies shall be received' and approved by the City before Contractor
commences performance. If performance of this Agreement shall extend beyond one year,
Contractor shall provide City with the required policies or endorsements evidencing renewal of the
required policies of insurance prior to the expiration of any required policies of insurance.
12.8. Contractor 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.
Contractor shall require its subcontractors to be bound to Contractor and City in the same manner
and to the same extent as Contractor 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.
13. Cooperation. In the event any claim or action is brought against City relating to Contractor's performance
or services rendered under this Agreement, Conti -actor shall render any reasonable assistance and
cooperation, that City might require. City shall compensate Contractor for any litigation support services
in all amount to be agreed upon by the parties.
MUM "MU MI
14.1. City shall have the right to ten-ninate this Agreement at any time for any or no reason on not less
than sixty (60) days prior written notice to Contractor. However, if Contractor has invested not less
than one hundred and seventy-five thousand dollars ($175,000) in authorized improvements to the
City's premises., including but not limited to the installation of equipment, then City may not
terminate this Agreement for convenience for a period sufficient to allow the Contractor to fully
amortize the cost of such authorized improvements, measured from the date of completion of the
improvements.
14.1.1.Notwitlistanding the foregoing, the City may terminate this Agreement immediately upon
written notice if the Contractor fails to cure any default within five (5) business days after
service of a written notice of default, or within such longer cure period as the City may
authorize. The Contractor may terminate this Agreement for any reason upon one hundred
twenty (12) days prior written notice to City.
14.2. In the event City exercises its right to terminate this Agreement, City shall pay Contractor for any
services satisfactorily rendered prior to the effective date of the termination, provided Contractor is
not then in breach of this Agreement. Contractor shall have no other claim against City by reason
of such termination, including any claim for compensation. City may terminate due to a default
remaining Uncured more than five (5) business days after service of a notice to cure on the breaching
Party.
14.3. Contractor may terminate this Agreement for cause upon giving the City tell (10) business days prior
written notice for any of the following: (1) uncured breach by the City of any material term of this
Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under
which this Agreement was entered into, coupled with the failure of the parties to reach accord on the
fees and charges for any Additional Services required because of such changes.
14.4. Upon termination or expiration of this Agreement, the Conti -actor agrees to transfer the Alcoholic
Beverage Control (ABC) license to the new caterer and cooperate in good faith with such caterer to
ensure completion of the license transfer.
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15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in
writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier
service during Contractor's and City's regular business hours; or (b) on the third business day following
deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such
other addresses as the parties may, from time to tirne, designate in writing pursuant to the provisions of
this Section.
All notices shall be addressed as follows -
If to City: Kevin Shimko
10500 Civic Center Dr
Rancho Cucamonga CA 91730
If to Contractor: Michael Krouse
SMG - Rancho Cucarnonga Premier Food Services, LLC
2000 E. Convention Center Way
Ontario, CA 91764
18. Non -Discrimination and Equal Employment Opportunity. In the performance of this Agreement,
Contractor shall not discriminate against any cn-iployee, subcontractor, or applicant for employment
because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental
handicap, medical condition, or sexual orientation. Contractor will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated during employment, without
regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or
mental handicap, medical condition, or sexual orientation.
19. Assignment and Subcontracting. Contractor shall not assign or transfer any interest in this Agreement
or subcontract the performance of any of Contractor's obligations hereunder without City's prior written
consent. Except as provided herein, any attempt by Contractor to so assign, transfer, or subcontract any
rights, duties, or obligations arising hereunder shall be null, void and of no effect.
20. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws,
ordinances, codes and regulations in force at the time Contractor performs the Services. Contractor is
aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as
California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require
the payment of prevailing wage rates and compliance with other requirements on "public works" and
"maintenance'' projects. If the Services are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000
or more, Contractor agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing
wage rate determinations can be found atlitti)!//ivww,dir.ca,i,,ov/dlsi,-/DPreWageDeteriiiinatioii.litnI
Contractor shall make copies of the prevailing rates of per them wages for each craft, classification or type
of worker needed to execute the Services, available to interested parties upon request, and shall post copies
at the Contractor's principal place of business and at the Project site. Contractor shall defend, indernnify
and hold the City, its elected officials, officers, employees and agents free and harmless from any claim
or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
21. Non -Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the
conditions of performance under this Agreement shall not be a waiver of any other condition of
performance under this Agreement. In no event shall the making by City of any payment to Contractor
constitute or be construed as a waiver by City of any breach of covenant, or any default which may then
exist on the pail of Contractor, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
22. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or
proceeding to enforce or interpret the provisions of this Agreement. the prevailing party in such action or
proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of
experts.
23. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated
in this Agreement. In the event of any material discrepancy between the express provisions of this
Agreement and the provisions of any document incorporated herein by reference, the provisions of this
Agreement shall prevail.
24. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of California. Venue for any action relating to this
Agreement shall be in the San Bernardino County Superior Court.
25. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any
matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation
providing for interpretation against the party who causes the uncertainty to exist or against the party who
drafted the Agreement or who drafted that portion of the Agreement.
26. Entire Agreement. This Agreement consists of this document, and any other documents, attachments
and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such
reference, and the sarne represents the entire and integrated agreement between Contractor and City, This
Agreement supersedes all prior oral or written negotiations., representations or agreements, This
.Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed
by the parties which expressly refers to this Agreement.
IN WITNESS WHEREOF, the pat -ties., through their respective authorized representatives, have
executed this Agreement as of the date first written above.
Contractor Name: SMG- Rancho Cucamonga
Premier Food Services, LLC
By: 46L, 5t, 411612026 17:48 AM PDT
Name Date
M
President CES
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Title
(two signatures required if corporation)
City of Rancho Cucamonga
S1 d b
By: 5/12/2026 J&51 AM PDT
Name Date
City Manager
Title
Docusign Envelope ID: 14E63COB-26D1-8E6C-8OD9-D43FA73787BC
EXHIBIT A
SCOPE OF SERVICES
For purposes of this Exhibit A (Scope of Services), the term "CATERER" shall have the same meaning as the
term "Contractor" as used elsewhere in this Agreement, and the terms may be used interchangeably. All
subsequent references in this Exhibit A to the "CATERER" shall be deemed references to the "Contractor".
Subject to the terms and conditions herein, CATERER shall have the exclusive right to provide food and
beverage service which may include, alcoholic and non-alcoholic beverages.
CATERER will provide each year proposed standard menus with descriptions and pricing for review and
approval in advance by the CITY prior to implementation. It is understood by CATERER that services may be
provided only in designated areas within the Victoria Gardens Cultural Center, Outdoor Patios and Courtyard,
Library and Lewis Family Playhouse, (see Attachment "C").
CATERER will provide Contracts and/or Event Orders outlining a schedule for each event. Food and Beverage
may be prepared on the CITY's premises or offsite. In both examples it is understood that it is the responsibility
of the CATERER to meet and exceed all requirements of the San Bernardino County Health Department. This
would include properly permitted space for preparation and sanitation on and off, site any transported food
must be prepared in like facility and transported in NSF grade containers designed to sustain temperatures as
mandated by the San Bernardino County Health Department. Menus and services may be modified outside the
annual requirement voted in this section at any time with written agreement by both CATERER and CITY.
CATERER shall provide patrons with written menus that include food and beverage items. It is agreed that
patrons may request customized menu options which may not be included in standard and approved basic
menus. Patrons will be provided with menus and pricing based on those customized selections.
Specific Food Service Sites include Celebration Hall, Lewis Family Playhouse, Main Street Lobby, Bank of
America Imagination Courtyard, Arbor Court, Paul A. Biane Library, Randall Lewis Second Story and
Beyond, Black Box Theater, and attached Outdoor Patios. See Attachment "C". Other Food and Beverage
locations may be utilized from time to time, the provisions of this Agreement shall fully apply to services
provided in such locations. Advance written approval is required from the CITY.
CATERER shall be authorized to cater events already contracted by the CITY at Food and Beverage locations
as part of this agreement. Catering of any such private event shall be provided by CATERER. CATERER shall
not be entitled to receive any compensation or percentage of any Rental Fee for events referred by CATERER
but shall receive compensation for Food and Beverage as provided in this Agreement. For events operated by
the CITY, the CITY may use CATERER or other catering services only after providing the exclusive
CATERER with an opportunity to provide competitive pricing. CITY agrees that should pricing and menu
options meet budgetary requirements for a CITY event the CATERER will be awarded the event. Otherwise,
CATERER shall be the Exclusive Food and Beverage service provider including catering of private events
where CITY facilities are rented by private parties.
Docusign Envelope ID: 14E63COB-26Dt-8E6C-80D9-D43FA737876C
EXHIBIT A continued
CATERER shall be responsible for providing all necessary labor, equipment, food and beverage, and for
obtaining and maintaining any and all required licenses, permits and/or approvals, necessary to fully,
competently, and professionally provide the Services as required herein, in compliance with any and all
applicable local, State, and federal laws and regulations.
1. Accounting.
1.1. CATERER shall maintain frill and complete records of all services and shall provide CITY
with monthly sales reports. Reports shall be emailed by the I 01h day of each month for the
preceding month. CITY shall have the right during normal business hours to examine the
books, records and premises of CATERER for the purpose of determining CATERER's
compliance with the terms and conditions of this agreement. Any such inspection shall be
scheduled so as not to disrupt CATERER's normal operations.
1.2. Payments will be made monthly by the 1 Oth day of the month for the preceding month. All
required payments shall be directed to the CITY, accompanied by a detailed statement
showing gross receipts (and any required sales tax collected), derived from the CATERER's
sales during the reporting period.
1.3. CATERER's books and records relating to the services may be audited by the CITY at any
time it deems appropriate but shall be audited not more than once during any six (6)
consecutive month period. The CATERER shall at all times during the term hereof maintain
an adequate system of internal accounting controls. Within thirty (30) days of receipt, the
CATERER shall implement any internal control requested by the CITY.
2. Use of CITY Premises and Equipment.
2.1. During performance of the services, and at any other times agreed upon in writing by the
parties, CATERER shall have full use of CITY's refrigerators, freezer(s), oven, ice
machine, and existing kitchen facilities present at the food service sites, or on other CITY
premises, as agreed upon in writing. The CATERER will utilize their own POS system
to maintain accuracy and to assist in proper inventory of food items, alcohol and non-
alcoholic beverages.
2.2. CATERER shall be authorized to store food, beverages, and/or its equipment in those
specific areas identified in Attachment "B" hereto. CATERER is hereby granted a
revocable license to construct improvements on CITY premises necessary to improve
and/or more fully perform the services, as set forth in a separate agreement of the parties.
At all times while in the performance of the services, CATERER shall be assigned two
(2) parking spaces for its exclusive use. All CATERER staff will be allowed to use public
parking facilities while working a private event, the CITY may designate an appropriate
location for employee parking.
3. Responsibility for CITY Equipment and Furnishings.
3.1. No equipment or furnishing shall be installed in such a manner as to become a fixture or
part of the premises, without written approval of the CITY. CATERER shall be
responsible for the costs of any repairs to or replacement of CITY's equipment
necessitated by the acts or omissions of CATERER or any of its employees, officers,
invitees, agents or contractors.
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EXHIBIT A continued
3.2. Equipment provided by CATERER that is installed on CITY's premises, such as new
refrigerators, freezers, stoves, warmers, or any other equipment needed to provide
catering services that is fixed to or otherwise attached to CITY property, shall become
the property of CITY upon expiration or termination for cause by CITY. A mutually
agreed upon amortization for such equipment will be provided.
4. Utilities. The CITY shall pay the reasonable costs of providing water, gas, trash, and electricity
to the food service sites. The CATERER shall pay for telephone and data services as necessary
to carry on the food and beverage operations.
5. Equipment. With CITY's consent, CATERER may utilize CITY cash registers. However, to
the extent necessary to fully provide the services, CATERER, at its own expense, shall provide
point of sale or additional cash register equipment and software and be responsible to oversee
and manage the system. In addition, CATERER shall pay all fees associated with credit card
transactions. The parties shall meet and confer to discuss the acquisition and ownership of
equipment deemed necessary in order for CATERER to fully provide the services. The parties
shall agree on a master equipment list which shall be included in Attachment "A" hereto, and
which includes equipment descriptions and ownership information.
6. Condition of CITY Premises. The CITY disclaims any and all warranties concerning the
condition of all CITY premises ("premises"). CATERER acknowledges and agrees that it has
inspected the premises or has been given the opportunity to do so but has declined. CATERER
accepts the premises in their current condition "as- is,", and the CITY shall not be required to
make any alterations, improvements, or repairs, except as required herein or as otherwise agreed
upon in writing.
7. Signs and Advertising. With the CITY's prior written consent, CATERER shall display
signage identifying Premier Food Services as the designated exclusive CATERER during
contracted events on the premises.
8. Cleanliness.
8.1. CATERER, at its own expense, shall keep the premises, equipment, and facilities in the
premises in a clean and sanitary condition at all times. Any determination as to what
constitutes a clean and sanitary condition shall be at the discretion of the CITY, and ally
such standards may be more stringent than industry standards.
8.2. Cleanliness standards shall, at minimum, require that CATERER provide appropriate
floor care including sweeping, vacuuming, and mopping where required following
CATERER's provision of services. Surfaces, equipment and storage areas of kitchen and
concession areas accessible by the public must be cleaned after each use.
8.3. If CATERER fails to keep the premises, equipment and facilities in a clean and sanitary
condition and fails to correct unclean conditions within (24) twenty-four hours following
written notification, the CITY may immediately suspend this agreement or at its sole
discretion, clean such premises and charge CATERER its actual costs plus SO%. No such
Docusign Envelope ID: 14E63COB-26DI-8E6C-80DO-D43FA73787BC
EXHIBIT A continued
action or omission to act on the part of the CITY shall be construed to waive or in any way
affect similar or like action undertaken by the San Bernardino County Health Department.
CATERER shall promptly advise and provide the CITY with a copy of the results of any
health department inspection.
9. Garbage and Rubbish. The CATERER shall be responsible to ensure that no boxes,
containers, supplies, rubbish or waste attributable to operations of the CATERER, are present,
kept, piled or stored on CITY premises unless approved by the CITY. The CITY shall provide
receptacles and daily garbage/refuse collection.
10. Maintenance.
10.1. The CITY, at its own expense, shall be responsible for all regular maintenance and repair
of equipment owned or instal led by the CITY. The CITY shall be responsible for reasonable
repairs for plumbing, including clogged drains, and any and all other utility lines and
facilities within the premises, unless otherwise agreed upon in writing. The CITY shall also
be responsible to repair damage to the premises and/or replace any CITY owned property
being used by CATERER pursuant to this agreement. However, CATERER will be
responsible for repair of the premises, and equipment regardless of when the damage
occurs if CATERER has left the premises unsecured or has otherwise acted or omitted to
act in such a way as to have contributed to or intentionally caused such damage.
10.2. Prior to scheduling repairs and maintenance, the CITY shall coordinate with CATERER
staff to ensure that work does not interfere with CATERER's operations.
11. Safety. Subject to the provisions of this agreement, CATERER shall immediately correct
dangerous or defective conditions of the premises caused by or arising out of CATERER's use
thereof, when CATERER determines such conditions exist, or if informed of such conditions by
the CITY. In addition, the CATERER shall immediately report all injuries and any reported
crimes occurring on the premises, as well as any other dangerous or defective conditions of the
premises to the CITY and shall cooperate fully with tine CITY in the investigation of all such
injuries and criminal activity.
12.Operation and Management.
12.1. CATERER shall be responsible for operating and maintaining the concession and/or other
service areas in an efficient and businesslike manner. CATERER shall maintain all
equipment and conduct all operations in a safe and orderly manner and shall, at the written
request of the CITY, withdraw from use of any equipment or cease any operations deemed
to be unsafe or detrimental to the public welfare.
12.2. CATERER shall furnish courteous, efficient and quality service to meet the reasonable
demands of CITY, its invitees, patrons, and CATERER's customers. CATERER shall
control and is responsible for the conduct, demeanor and appearance of its officers, agents,
employees, representatives, contractors and others while engaged in performance of the
services. CATERER will provide tips certified staff to transact all functions related to
Docusign Envelope ID: 14E63COB-26D1-8E6C-801)9-D43FA73787BC
EXHIBIT A continued
service of alcoholic beverages as outlined by Alcohol Beverage Control (ABC).
CATERER also reserves the right to refuse service to guests appearing to exhibit behaviors
indicating consumption resulting from being intoxicated. Upon objection from the CITY
concerning the conduct, demeanor or appearance of any of CATERER's officers, agents,
employees, representatives, guests or contractors, CATERER shall immediately take
corrective action.
13. Use of Audiovisual Equipment and Decor.
13.1. CATERER agrees that it will notprovide or authorize any person to provide entertainment
of any kind, or to bring onto any CITY premises audio/visual equipment, lighting
equipment, amplifiers, equipment, visual projectors, or p.a. systems, or similar equipment
without the prior written consent of the CITY.
13.2. CATERER agrees that any upselling of equipment or decor elements for use by rental
customers will be limited to the food and beverage displays and not cross over into general
decor of the room itself unless requested, or otherwise authorized, by CITY in writing.
CITY is the sole provider for any items contracted for events hosted on CITY's premises.
In the event that a private event client requests additional design and decor not in CITY
inventory, CATERER will provide recommendations for qualified service providers.
CATERER will provide service and coordination of these service providers and any
additional revenue opportunity will be included in revenue share with the CITY as outlined
in section 3, "compensation" of the Agreement for Professional Services.
14. Quality of Products and Services.
14.1. In the course of discharging its responsibilities under this agreement, CATERER shall at
all times ensure maintenance of the highest standards of quality in both the products
offered for sale and in the service provided.
14.2. CATERER shall offer for sale only foods and beverages identified in the menus and that
are of such quality as deemed acceptable by the CITY. All products shall be fresh and
appealing in appearance. CITY shall have the right, always when employees or
representatives of CATERER are present, and whether services are then being provided or
not, to inspect food or beverages to be sold by CATERER and disapprove the service of
any deemed not to meet the requirements of this agreement. In the event the CITY
disapprove any product, that product shall be immediately removed from the premises.
14.3. CATERER shall provide prompt, courteous, efficient, and quality service to meet the
reasonable demands of the CITY and patrons being served. CATERER shall furnish the
services on a fair, equal and non-discriminatory basis to all patrons. CATERER shall
conduct its business on the premises in an orderly, cooperative and proper manner so as
not to annoy, disturb, disrupt, offend or otherwise interfere with on -going CITY activities
or events.
14.4. CATERER shall always carry in stock adequate stock items, as is customary in the catering
industry, to render good service to customers. All food and beverages sold or kept for sale
Docusign Envelope ID: 14E63COB-26D1-8E6C-8OD9-D43FA73787BC
EXHIBIT A continued
by the CATERER, shall be first class in quality, wholesome and pure, and shall conform
to all federal, state and local food laws, ordinances and regulations in all respects. Except
for price increases pursuant to Exhibit A Section 15, the prices to be charged for food and
beverage items shall always be uniform and seasonal as set forth in the menus. No imitation,
adulterated, misbranded or impure food or beverages shall be sold or kept for sale by the
CATERER, and all food and beverage service items kept on hand by CATERER shall be
stored and handled with due regard for sanitation and in compliance with all health
regulations.
14.5. CATERER shall provide CITY with proof of any required health examinations of
employees and inspections of facilities (but not personal medical information). CATERER
will provide staff that have been trained in food safety. CATERER shall provide for the
sanitary handling of all food and beverages and for the sanitary maintenance of the food
service areas.
15. Pricing of Products and Services.
15.1.In providing the services, CATERER will serve a diverse range of patrons in a highly
competitive market. The imposition of a non-competitive price structure for food or
beverages would be detrimental to CITY patrons, and the CITY's reputation and potential
for future business, and, ultimately, to the CATERER. Therefore, CATERER shall utilize
its best efforts to competitively price food and beverages.
15.2. Because of the importance of competitive pricing, CATERER agrees to price all food and
beverages at rates comparable to the prices of CATERERS providing similar services in
San Bernardino County. CATERER shall provide for the consideration and selection of
patrons, a wide range of standard menu items and pricing. All such menus and prices listed
shall be submitted to the CITY in writing prior to being put into effect. CITY shall have
ten working days to approve or disapprove prices proposed by CATERER or said prices
shall be deemed approved and shall be included in the product list. Approved menus and
price lists shall be printed by the CATERER at CATERER's own expense and made
available to prospective patrons.
15.3. Contractor shall charge recipients of the services those charges set forth in the menus.
Prices set forth in the menus may only be increased following not less than sixty (60) days
prior, written notice to the CITY, together with documentation establishing an increase of
cost incurred by the CATERER for the affected food and beverage item(s). Provided the
CITY approves the requested increase in writing, the menus shall be deemed to be
amended to reflect each approved increase. Unless otherwise approved by the CITY,
within thirty (30) days of any five percent (5%) or greater price reduction affecting any
item on the menu, CATERER shall notify the CITY and pass through such reduction to
the current menus.
15.4. CITY intends that the standard menu items referenced above shall be considered as the
minimum food and beverage items offered by the CATERER. Throughout the term of this
agreement and to maintain continued variety, the CATERER shall regularly explore the
feasibility and appropriateness of offering additional kinds of food and beverages and shall
make recommendations to the CITY.
Docusign Envelope ID: 14E63COB-26D1-8E6C-8ODg-D43FA73787BC
EXHIBIT A continued
16. Provision of Food Services for Private Events.
16.1. Subject to the agreed upon written schedule of services, the CATERER shall be authorized
to offer and provide catering services for private events at CITY facilities. Such events
may include, but are not limited to, business meetings, wedding receptions, birthday
parties, and similar events as to comply with the CITY's policy for use/rental of CITY
facilities. CATERER shall be authorized to custornize menus according to the budgets of
patrons and clientele in order to meet the separate needs of various customers including
culturally specific cuisine options. The CITY reserves the right to review any specialized
menu, in advance of use, to ensure compliance with the spirit and intent of this agreement.
17. CITY Events and Programs.
17.1.CITY events and programs always have priority for use of CITY facilities including food
service sites. If events require food service, the CITY reserves the right to provide its own
service, however the CATERER is the exclusive food and beverage provider and permits
and licenses from the county and ABC will require that in the event the CITY wishes to
bring in outside food and beverage products or providers, it must ensure CATERER is
satisfied with the providers ability to comply with county regulations for food and beverage
handling, these requirements will not change for the CATERER or CITY. CATERER may
also be given an opportunity to provide food service for CITY special events that are
sponsored by CATERER, or at a deeply discounted rate. For any such CITY sponsored
events, CATERER shall provide the services at no cost to CITY up to a net cost to the
CATERER that will be determined in advance in writing. CITY shall pay CATERER for
the cost of services that exceed the agreed upon amount, however, the CITY will receive a
minimum of twenty-five percent (25%) discount off CATERER's base menu prices net
staffing costs.
18. Provision of Food Service Items. CATERER is responsible for providing all food service
items such as utensils, plates, bowls and cups, napkins, and any other service items associated
with providing the services.
19. Marketing, Advertising and Public Relations. The CITY is responsible for marketing its
rental and other public use facilities in and upon CITY premises including the food and beverage
service locations. CATERER may also create and use marketing materials that reference
publicly available CITY facilities, subject to CITY's prior written approval. The CITY agrees to
participate with CATERER to offer special promotions and publicity.
20. Performance Evaluation. The CITY shall have the right (but not an obligation) to conduct an
annual performance evaluation concerning CATERER's compliance and performance under this
agreement. CATERER agrees to cooperate in the preparation of a written evaluation based
thereon ("report") and to make available to the CITY its books and records and to supply other
information reasonably needed by the CITY to prepare such report. The report shall include the
following:
20.1. CATERER's compliance with this agreement. In the event of non-compliance, the report
Docusign Envelope ID: 14E63COB-26D1-8E6C-8OD9-D43FA73787BC
EXHIBIT A continued
shall set forth the nature and extent of the non-compliance, and what the CATERER needs
to do to attain compliance. Tile purpose of the report is to improve performance and not
establish grounds for termination provided, however, that nothing herein shall prevent the
CITY from exercising any rights under section 4 of the Agreement for Professional
Services based on facts discovered during this process.
20.2. Review of customer comments and complaints. CATERER agrees to make comment cards
and on-line surveys regularly available to customers and to permit review of same by the
CITY, and to cooperate with the CITY in preparing periodic customer satisfaction
samplings. The review shall be in writing and CATERER and CITY agree to discuss the
customer comments and complaints with the goal of resolving any problems therein raised.
20.3.Other items to be reviewed in each annual performance evaluation may include, but are not
limited to, sufficiency of personnel, appearance and conduct of employees, upkeep and
maintenance of facilities, equipment and furnishings, employee training as to their
responsibilities under this agreement, and management and supervision. All CATERER
employees will be of the same professional standards as all other facilities it provides for
food staffing services.
21. CATERER's Policies and Procedures.
21.1. CATERER agrees within sixty (60) days of the effective date of this agreement to prepare
in writing and file with the CITY a statement of its policies and procedures and to thereafter
during the term of this agreement enforce and maintain the policies and procedures there
set forth, or as hereafter amended and filed with the CITY. Said policies and procedures
shall include:
21.1.1. A table of organization setting forth the responsibilities and duties of each person
listed in the table of organization. A statement of applicable office hours.
21.1.2. An enumeration of equipment and furnishings provided by CATERER.
21.1.3. Description of staff training including alcohol service.
21.1.4. Closing procedures.
21.1.5. Building security procedures.
21.1.6. Money handling procedures.
21.1.7. Contracting procedures.
21.2. Said policies and procedures shall be consistent with the terms and provisions of this
agreement and shall be subject to CITY approval, which shall not be unreasonably
withheld orconditioned.
22. Waivers.
22.1. The waiver by CITY of any breach of any term, covenant, or condition contained shall not be deemed to
be a waiver of such term, covenant, or condition, or any subsequent breach of the same or any
other term, covenant, or condition herein contained. The subsequent acceptance of fees hereunder
by CITY shall not be deemed to be a waiver of any preceding breach by CATERER of any term,
covenant, or condition of this agreement, other than failure of CATERER to pay the concession
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EXHIBIT A continued
fees so accepted and mutually agreed upon, regardless of CITY's knowledge of such preceding
breach at the time of acceptance of such concession fees, nor shall any failure on the part of CITY
to require or exact full and complete compliance with any of the covenants and conditions of this
agreement be construed as in manner changing the terms hereof, nor shall any failure on the part of
CITY to require or exact full and complete compliance with any of the covenants and conditions of
this agreement be construed as in manner changing the terms hereof, nor shall the terms of this
agreement be changed or altered in a manner whatsoever other than by written agreement of CITY
and CATERER.
23. Number of Employees. CATERER, with concurrence of the CITY, shall provide and supervise an
adequate number of employees to render good service and perform necessary maintenance.
24. Uniforms. CATERER employees shall be in uniform while working. Uniforms shall be subject to the
approval of CITY. CATERER shall always enforce dress code and uniform codes its employees are
working on CITY premises. Employees will always wear a name badge. Employees shall also adhere to
the CITY's employee policies regarding tattoos and piercings. All employee standards per prernier food
services standards will be adhered to and consistent with all Premier Food Service facilities.
25. Hours. The services shall be provided during hours that are set forth in an agreed -upon written schedule
available to the public, which will be updated as necessary. CATERER has the right to suspend
performance of services outdoors during inclement weather. CATERER will make its best efforts to
provide alternative solutions in the event of inclement weather, including relocation of the food service
within an indoor location.
26. Disorderly Persons. The CATERER shall conduct its business in a quiet, orderly manner to the
satisfaction of the CITY. The CATERER agrees not to serve alcohol to any loud, boisterous, disorderly,
or intoxicated persons.
27. Laws and Ordinances. CATERER shall conduct its activities in accordance with all local, state and
federal laws, ordinances, rules and regulations. CATERER shall be strictly responsible for ensuring its
employees' compliance with this section and all other provisions of this agreement. Any violation of law
or of the terms hereof by any officer or employee of CATERER shall be deemed to be a violation of the
CATERER.
28. Non-discrimination. CATERER shall not discriminate against any person in hiring or rendering of the
services, based on race, color, creed, religion, gender, national origin, ethnicity, ancestry, sexual
preference, marital status, age or disability.
29. License and Permits.
29.1. CATERER shall, at its own expense, obtain all licenses and permits required by any governmental
agency for the performance of the services hereunder, including the appropriate ABC license, food
handler's certification, and tips certification, and shall keep such permits and licenses in full force
and effect during the term of this agreement. The ABC license and all employees' food handler's
certifications shall be displayed in locations approved by the CITY.
29.2.Once a letter grade is assigned by the San Bernardino County health department, it must
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EXHIBIT A continued
also be posted in a location approved by the CITY.
29.3. Copies of all necessary or required permits, certificates and licenses are to be submitted to
CITY for verification. CATERER shall immediately notify CITY in writing, if a required
permit, license or insurance is revoked, terminated, cancelled or suspended during the term
of this agreement. The licenses, certificates and permits to be secured by CATERER shall
include, but not be limited to:
29.3.1. CITY of Rancho Cucamonga business license.
29.3.2. California state board of equalization seller's permit.
29.3.3. Certificate of insurance as required in this agreement.
29.3.4. ABC license appropriate for the services.
29.3.5. Proof of offsite health license.
29.4. CATERER shall notify CITY immediately if any inspecting agency is on the premises and
notify the CITY in writing, of any violations or citations from the county of San Bernardino
health department, ABC or any other governmental agency having jurisdiction. CATERER
shall advise CITY within twenty- four (24) hours of such notice what corrective action
CATERER is taking.
30. Assignment and Subletting. CATERER shall not assign or attempt to convey any interest in
CITY premises or any part thereof or allow the same to be used or occupied by any other person
or for any other use than herein specified, nor assign any part of this agreement without prior
written consent of the CITY. CATERER shall not transfer, assign, or in any manner attempt to
convey any of the rights or privileges herein granted without the prior written consent of the
CITY. Excepting only authorized construction activities, CATERER shall not subcontract any
required performance hereunder without CITY's prior written consent. Neither this agreement
nor the rights herein granted shall be assignable or transferable by any process or proceedings in
any court or by exhibit, execution, proceedings in solvency, or receivership proceedings. In the
event of the insolvency or bankruptcy, either voluntary or involuntary, of the CATERER, the
CITY may immediately terminate this agreement, in which event all rights of CATERER
hereunder shall immediately cease and terminate, and it or its representatives shall immediately
deliver up possession and all sums owing, to the CITY.
Docusign Envelope ID: 14E63C06-26D1-8E5C-80D9-D43FA73787BC
ATTACHMENT A
ADDITIONAL PERFORMANCE REQUIREMENTS
1. Bar Service.
1.1. As part of the Services, CATERER will provide at no additional cost to CITY
discounted cash bar service during ticketed and non -ticketed public performances and
events at the Victoria Gardens Cultural Center. Complimentary is defined as CITY's
release from expenses incurred through labor, product costs and equipment necessary
for CATERER to execute the service. Ticketed and non -ticketed public performances
and events include performances inside the Lewis Family Playhouse during pre -show
seating periods (1 hour prior to advertised curtain/start time), intermissions (ranging
from 15 to 20 minutes at select performances) and performances in the Bank of
America Imagination Courtyard. Scheduling of cash bar service is at the discretion of
CITY. Upon scheduling of cash bar service, CITY and CATERER will determine the
number of cash bar service stations that will be available on a per performance basis.
There will be no additional charge to CITY if more than one cash bar service station
is required to meet the service standards of CITY or its guests to provide timely
beverage service. The number of cash bar service stations will be determined by the
type of event, anticipated attendance, intended/expected audience (adult vs. youth),
length of seating period and intermission. CATERER agrees to meet all reasonable
service standards of CITY as previously identified in this Agreement in its execution
of any bar service.
1.2. CATERER will provide CITY with a list of offerings in advance consisting of well
and premium alcoholic beverages obtained through its current relationships with
beer, wine and spirits purveyors that the CATERER currently works with. CITY
must approve all offerings at CATERER's cash bar service station a minimum of ten
(10) business days prior to scheduled cash bar service.
1.3. CATERER's beverage menu will offer only high -quality beer and wine and not
standard store-bought brands. Additional beverages served must be first approved by
CITY ten (10) business days prior to scheduled cash bar service. CATERER may at
any time propose to CITY service delivery methods under which service to guests
can be maximized and made more efficient. CITY reserves the right to approve any
such delivery methods outside of standard service methods ten (10) business days
prior to scheduled cash bar service.
1.4. CATERER agrees to provide all scheduled cash bar service stations with cash and
credit card processing capabilities.
1.5. CATERER agrees that all beverage servers will possess the proper licenses and/or
certifications as required by law, including San Bernardino County and the State of
California, in order to lawfully provide bar service. CATERER also agrees that it will
carry all permits and licenses required by law, necessary to legally execute such
services.
2. Concessions Requirements.
ATTACHMENT A
2.1. CATERER will serve as concessionaire under this Agreement and will operate as
such out of the CITY's Cultural Center Cafe space. As concessionaire, CATERER
will provide suitable and quality food and beverage offerings during pre -show seating
periods and intermissions at both ticketed and non -ticketed public performances and
events including those inside the Lewis Family Playhouse and/or the Bank of
America Imagination Courtyard. As concessionaire, CATERER will work with CITY
to create appropriate menus and pricing, all of which will be subject to approval by
CITY. CATERER reserves the right to change items on the menu that are not
popular, in demand or are not selling well. CATERER will also maintain and keep all
product and product inventory, and the Cultural Center Cafe space, inspection ready
at all times, and shall adhere to the service standards of the CITY and those of the
County of San Bernardino's Department of Environmental Health.
2.2. CATERER will provide cashiers at its sole expense. CITY reserves the right during
events to reconcile receipts at any time the Services are being performed, or as
arranged. CATERER is expected to be present as concessionaire at all advertised
events unless mutually agreed by CATERER and City that CATERER would not be
required. Except as otherwise expressly provided herein, no cost or expense related to
CATERER's Services shall be billed to the CITY. Designation and number of areas
required to perform the Services in a manner consistent with CITY's expectations for
service delivery and efficiency standards are at the discretion of CITY,
2.3. CATERER agrees that all of the concession operations will have cash and credit card
processing capabilities. CATERER agrees that twenty-five percent (25%) of all gross
food and non-alcoholic beverage sales will be paid monthly to the City of Rancho
Cucamonga,
2.4. CATERER agrees that all persons providing concessionaire service oil behalf of
CATERER will possess the proper licenses and/or certifications required by law
including San Bernardino County and the State of California, in order to lawfully
perform such services. CATERER also agrees that it will carry the proper licenses
required by law to execute such services.
3. Equipment List.
3.1. The following equipment is owned by the CITY and may be used by CATERER
throughout the term of this Agreement, as arranged per event between CITY and
CATERER. Any additional equipment on CITY premises is not available for use by
CATERER unless otherwise approved in writing by the CITY.
3.1.1. Dual Refrigerator/ Freezer Unit (Kitchen)
3.1.2. Single Refrigerator Unit (Kitchen)
3.1.3. Stovetop Oven (Kitchen)
3.1.4. Dual Burin Coffee Maker (Cafe)
3.1.5. Double Clear -Door Refrigerator Unit (Cafe)
3.1.6. Clear -Door Freezer Unit (Cafe)
3.1.7. Miniature Double Clear -Door Refrigerator Unit (Cafe)
3.1.8. Commercial NSF Microwave (Cafe)
Docusign Envelope ID: 14E63COB-26D1-8E6C-84D9-D43FA737878C
ATTACHMENT A
3.1.9. Stainless Steel Preparation Sink (Cafe)
3.1.10. 3-Station Dishwashing Sink Unit (Cafe)
3.1.11. FETCO Single Unit Iced Tea Brewer (Cafe)
Docusign Envelope ID: 14E63COB-26D1-8E6C-8OD9-D43FA737878C
ATTACHMENT B
AUTHORIZED STORAGE AREAS
As agreed upon in writing by CITY and CATERER, within the kitchen and cafe, areas
will be designated for exclusive use of the CATERER. Other areas available upon mutual
agreement in writing. CATERER shall maintain all storage areas in inspection- ready
condition and in adherence to applicable standards established by the San Bernardino
County Health Department and CITY.
Vendor Initials
PSA withour professional liability insurance (con macrot) Page 25
Last Revised: 05/22/14
Docusign Envelope ID: 14E63COB-26D1-BE6C-BOD9-D43FA73787BC
ATTACHMENT C
DESIGNATED CONCESSION SERVICE LOCATIONS
As required by Alcoholic Beverage Control (ABC) the following maps identify the
areas outlined for concession and bar service. Specific hood Service Sites include
Celebration Hall, Lewis family Playhouse, Main Street Lobby, Bank of America
Imagination Courtyard, Arbor Court, Paul A. Biane Library, Randall Lewis Second Story
and Beyond, Black Box Theater, and attached Outdoor Patios. Other Food and Beverage
locations may be utilized from time to time, the provisions of this Agreement shall fully
apply to services provided in such locations. Advance written approval is required
from the CITY.
venaor nnuais
PSA without professional liability insurance (conlraclm) Page 26
Last Revised., 05122114
Docusqn Envelope ID: 14E63COB-26Dl-8E6C-8QD9-D43FA73787BC
Area of Service
IN Ridabin Cart IRPPr- UINg- S-mirit-0
Static Bar Location
Docusign Envelope ID: 14E63COB-26DI-8E6C-8009-D43FA73787BC
Area of Service
M Portable Cart (Beer, Wine, Spirits)
Docusign Envelope ll): 14E63COB-26DI-SE6C;.BOD9.D43FA73787BC
Area of Service
Certificate Of Completion
Envelope Id: 14E63C0B-26D1-8E6C-80D9-D43FA73787BC Status: Completed
Subject: PSA - SMG - Premier Food Services & the City of Rancho Cucamonga
Source Envelope:
Document Pages: 30 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Jonathan Hilton
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
jonathan.hilton@cityofrc.us
IP Address: 199.201.174.250
Record Tracking
Status: Original
4/20/2026 8:25:21 AM
Holder: Jonathan Hilton
jonathan.hilton@cityofrc.us
Location: DocuSign
Signer Events Signature Timestamp
Elisa C Cox
elisa.cox@cityofrc.us
City Manager
City of Rancho Cucamonga
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 2600:387:15:111b::2
Signed using mobile
Sent: 5/12/2026 7:43:42 AM
Viewed: 5/12/2026 8:50:49 AM
Signed: 5/12/2026 8:51:07 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Jonathan Hilton
jonathan.hilton@cityofrc.us
Management Analyst I
City of Rancho Cucamonga
Security Level: Email, Account Authentication
(None)
Using IP Address: 199.201.174.250
Sent: 4/20/2026 8:32:24 AM
Viewed: 5/12/2026 7:43:42 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Clerk Services
clerkcontracts@cityofrc.us
City Clerk
City of Rancho Cucamonga
Security Level: Email, Account Authentication
(None)
Sent: 5/12/2026 8:51:08 AM
Viewed: 5/12/2026 8:54:57 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/20/2026 8:32:24 AM
Certified Delivered Security Checked 5/12/2026 8:50:49 AM
Signing Complete Security Checked 5/12/2026 8:51:07 AM
Completed Security Checked 5/12/2026 8:51:08 AM
Payment Events Status Timestamps