HomeMy WebLinkAboutContract 1853 1;tvq64_ S/ZS ( I '5Z
CONCESSIONAIRE AGREEMENT
This Concessionaire Agreement ("Agreement") dated as of the 1st day of January, 2020
("Effective Date"), is made and entered into by CITY OF CATHEDRAL CITY, a California
charter city and municipal corporation ("City"), and KICK BACK CINEMAS CATHEDRAL
CITY,LLC, a California limited liability company ("Kick Back Cinemas"). Hereafter, City and
Kick Back Cinemas may sometimes be referred to individually as a "Party," and collectively as
the"Parties."
RECITALS
WHEREAS, City is the owner of certain improved real property known as the Cathedral
City Community Amphitheater, located in Cathedral City, County of Riverside ("County"),
State of California ("State"), which is more particularly described on Exhibit "A" attached
hereto and incorporated herein by reference("Property");and
WHEREAS, Kick Back Cinemas desires an agreement for exclusive access and use of
portions of the Property for the purpose of conducting the Permitted Activities; and City has
agreed to grant Kick Back Cinemas such access to and use of portions of the Property, subject to
the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are
incorporated herein by this reference, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and for the mutual covenants contained
herein,the Parties agree as follows:
1. Defmitions. The following terms have the meanings set forth in this Section
wherever used in this Agreement or the attached exhibits:
(a) "City Event" means a function, party, dinner, show, performance, concert,
pageant, parade, play, movie, festival or any other type of event designated by the City as a City
Event, whether wholly or partially organized, hosted, sponsored or otherwise undertaken by the
City on the Property.
(b) "Concessions" mean only Popcorn (including flavored popcorns, such as
but not limited to, kettle corn, caramel corn, and cheese popcorn), hot dogs, nachos, candy,
chips,cookies, fountain or bottled soda, bottled drinks(excluding beer,wine and other beverages
containing alcohol), bottled water, coffee or other pre-packaged items sold at the Mary Pickford
Theatre located at 36850 Pickfair Street, Cathedral City,CA 92234.
(c) "Concession Stand" means that portion of the Property more particularly
described in Exhibit"B," which is attached hereto and incorporated herein by reference,which is
improved with a structure commonly known as the concession stand where patrons can purchase
Concessions.
(d) "Hawk" means to offer for sale by a person walking on the Property,
carrying Concessions for sale in a suitable container and calling aloud in public.
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(e) `Third Party" means a person or group not affiliated with the Parties
renting the Property.
(f) "Third Party Event" means a function, party, dinner, show, performance,
concert, pageant, parade, play, movie, festival or any other type of event designated by the City as
a Third Party Event, whether wholly or partially organized, hosted, sponsored or otherwise
undertaken by a Third Party on the Property.
2. Grant of License; Scope. City hereby grants to Kick Back Cinemas, its officers,
employees, agents, and representatives(collectively,the"Kick Back Cinemas Parties"),a license
to use the Concession Stand solely for the Permitted Uses set forth in Section 3. This license
includes the right of the Kick Back Cinemas Parties to access and have ingress and egress over
the Property to the extent reasonably necessary for operation of the Concession Stand.
(a) No Lease or Easement. Kick Back Cinemas agrees that the rights granted
hereunder do not constitute a lease of any portion of the Property or Concession Stand, nor create
or vest in Kick Back Cinemas or the Kick Back Cinemas Parties a leasehold estate, easement, or
any other real property interest in or to any portion of the Property or Concession Stand.
(b) Needed Access. City shall provide to Kick Back Cinemas such
identification, badges,tickets or passes required for entry into the Property when being utilized for
a City Event for the purpose of permitting the Kick Back Cinema Parties to have access to and to
operate the Concession Stand and to otherwise Hawk Concessions during the City Event. City
shall also provide four(4)complementary tickets to Kick Back Cinemas for each City Event.
3. Permitted Activities. Subject to the terms and conditions set forth in this
Agreement and all local, state and federal laws and regulations, Kick Back Cinemas shall use the
Concession Stand during the Term of this Agreement solely for the following purposes, and for no
other purposes, unless agreed to in writing in advance by City in its sole and absolute discretion
(collectively,the"Permitted Activities"):
(a) During City Events, the sale of Concessions from the Concession Stand,
and the Hawking of Concessions on the Property, unless Hawking is otherwise restricted or
prohibited by the City for specific City Events;
(b) During Third Party Events, the sale of Concessions from the Concession
Stand and the Hawking of Concessions on the Property, unless Hawking is otherwise restricted or
prohibited by the organizer of the Third Party Event.
4. Term. The term of this Agreement will commence on January 1, 2020 at 7:00
a.m., or upon the City's issuance of a certificate of occupancy for Property (including the
Concession Stand)(the "Commencement Date") and will expire on December 31, 2020 at 11:59
p.m. ("Termination Date"). The period between the Commencement Date and Termination
Date shall be referred to collectively as the"Term."
5. Exclusive Right to Sell.
(a) At City Events. Subject to City's reserved rights, during the Term, Kick
Back Cinemas shall have the exclusive right to use the Concession Stand to sell Concessions and
to Hawk Concessions (unless otherwise restricted or prohibited by City as provided in Section 3)
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on the Property during City Events. At such times as Kick Back Cinemas is operating the
Concession Stand during a City Event, and except as is expressly provided below, no
Concessions (as expressly defined in this Agreement) shall be sold or offered for sale by any
other vendor on the Property. City reserves the right to permit other vendors to sell and offer for
sale during City Events,fountain or bottled soda, bottled drinks, bottled water, and chips(only if
offered as part of a meal combination and not as a single item sale)and any food or consumable
items not included within the definition of Concessions. Such vendors may include food trucks,
local restaurants, caterers and similar vendors.
(b) Reservation of Rights in Event Service is Declined for City Event. In the
event Kick Back Cinemas declines to, or is otherwise unable to, operate the Concession Stand
and/or Hawk Concessions at a City Event as provided in Section 6, City reserves the right to
contract with or otherwise retain the services of another concessionaire to operate the Concession
Stand and to sell and Hawk Concessions during the City Event. In such event, Kick Back
Cinemas shall have no right to payment from City or have any right to any of the revenues
generated from such sales at that specific City Event.
(c) Third Party Events. Kick Back Cinemas may, but is not obligated to, and
does not have any right (exclusive or otherwise) to, operate the Concession Stand, to Hawk
Concessions or to provide catering or other food and beverage services at Third Party Events,but
may do so by arrangement with the organizer of the Third Party Event and with the written
permission of City. City reserves the right to make such arrangements with the organizer of any
Third Party Event for Concessions, Hawking, catering or other food or beverage services as City
and the organizer may agree upon.
6. Right of Refusal. The Parties agree that operation of the Concession Stand by
Kick Back Cinemas at City Events is mutually beneficial to City and Kick Back Cinemas and as
such Kick Back Cinemas shall make its best effort to operate the Concession Stand for City
Events. Kick Back Cinemas shall be notified of booked City Events at least twenty(20)days prior
to the event. Kick Back Cinemas shall have the right to decline to open and operate the
Concession Stand or to Hawk Concessions at any City Event which City anticipates will not draw
at least 100 guests per hour at the City Event.
7. License Fee. During the Term of the Agreement, Kick Back Cinemas shall pay
to City a license fee ("License Fee") in the amount of 40% of the Net Receipts for each City
Event which Kick Back Cinemas operates the Concession Stand. Net Receipts shall be defined
as Gross Sales Receipts of Kick Back Cinemas from all sources at the City Event minus the sum
of sales tax, cost of goods, and a monthly internet connection for the Concession Stand not to
exceed $200 per month, prorated per City Event per Month. An accounting of sales from each
event, along with documented expenses and payment in U.S. dollars, shall be made within 30
days of the end of each event.
8. Right to Negotiate Product Prices with Third Party. Kickback Cinemas shall
have a right to directly negotiate the price of Concessions with any Third Party of the Property
sold during Third Party Events.
9. Exclusive Pepsi Beverage Agreement. During the Term of the Agreement, Kick
Back Cinemas shall purchase soda products and other covered beverages using the City's
account code per the City's Beverage Agreement with Pepsi Co., attached hereto as Exhibit
"C." Kick Back Cinemas is responsible for all payments of soda products utilized in the
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Concession Stand. All rebates earned for sale of covered beverages made on the premises will
be paid to City and Kick Back Cinemas shall not have claim to these funds. Kick Back Cinemas
acknowledges that they have read and understand the terms of the Pepsi Beverage Agreement in
Exhibit"C."
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10. Health Permit. Kick Back Cinemas shall be responsible, at its sole expense, to
obtain and maintain a valid health permit for operation of the Concession Stand during the Term of
this Agreement as required by Riverside County, including but not limited to, food handlers cards.
This expense shall not be deducted as an expense from Gross Sales when determining the License
Fee. Fees associated with plan check and construction of the Concession Stand will be the
responsibility of the City.
11. Maintenance and Use of Concession Stand. Kick Back Cinemas agrees to
maintain the Concession Stand in a neat and clean condition free of all debris, trash and refuse.
Kick Back Cinemas shall comply with all applicable laws, codes, ordinances, and other City
requirements specific to the Permitted Activities, or affecting the cleanliness, safety, occupation,
and use of the Concession Stand during the Term. Kick Back Cinemas covenants that no
hazardous, toxic, flammable, or explosive material shall be permitted or released within the
Concession Stand, as further set forth in this Agreement. Kick Back Cinemas shall not commit
or suffer any nuisance upon or about the Concession Stand. In no event may Kick Back Cinemas
conduct business other than as expressly provided in Section 3, above. Kick Back Cinemas shall
be financially responsible for any damage or maintenance costs caused by his/her negligence.
City shall be responsible for routine building maintenance. "Routine building maintenance"
shall include, but not be limited to, structural repairs,plumbing and electrical repairs.
12. Cleaning Deposit. Upon execution of this Agreement by both Parties, Kick
Back Cinemas shall either (a) pay to City the amount of One Thousand Dollars ($1,000.00) as
a security and cleaning deposit ("Deposit"); or (b) install within thirty (30) days inside of the
Concession Stand permanent shelving, counters, and/or equipment or other tenant
improvements of equivalent value to the Deposit amount, all of which must be approved by the
City in writing in advance of installation, and all of which shall be considered to be permanent
fixtures to the Property ("Fixtures"). Upon expiration or termination of this Agreement. if
Kick Back Cinemas fails to timely comply with Section 17 of this Agreement then City may
use the Deposit, or any portion thereof, to pay for the removal of such personal property or
equipment or for the cleaning and repair of the Concession Stand. Any amount of the Deposit
not used by the City shall be returned to Kick Back Cinemas. If no Deposit was made, or if
such Deposit was not adequate to cover the cost of the cleaning or repair,then City may pursue
such legal and equitable remedies against Kick Back Cinemas as are available to City.
13. Modifications to the Property. Kick Back Cinemas may not make any material
or permanent modifications to the Concession Stand without the City's prior written approval,
which City may give or withhold in its sole and absolute discretion. If approved, all work
undertaken by Kick Back Cinemas or its contractors, subcontractors and other agents in
connection with the modifications shall be undertaken and completed in a good and workmanlike
manner by professional, licensed and qualified personnel and contractors. Any fixtures installed
by Kick Back Cinemas that cannot be removed without damage to the Property,or that remain on
the Property after the expiration or earlier termination of this Agreement shall, at City's option
and without payment or other compensation to Kick Back Cinemas, become the sole property of
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City upon such expiration or termination. Any non-affixed equipment and all furnishings shall
be retrieved by Kick Back Cinemas at the end of the Term and Kick Back Cinemas shall fully
repair any damage caused by such removal.
14. Provided Equipment.
(a) City shall provide at its own expense, within the Concession Stand for use
by Kick Back Cinemas the following: an ice machine,Pepsi Soda Towers,power plugs,electricity,
internet service,water,hot water, sewer,restroom,menu board signage, and a shelf on the exterior
of the Concession Stand for condiments.
(b) Kick Back Cinemas shall provide at its own expense, point of sale
terminals, needed interior shelving and tables, hot dog grills, microwave oven or portable
convection oven, popcorn popper, cheese machines, condiment dispensers, and any other needed
equipment that may be used to sell Concessions not identified in subsection(a)above.
15. Maintenance of Equipment. During the Term of the Agreement Kick Back
Cinemas shall be responsible for maintaining and cleaning of City's equipment in the Concession
Stand.
16. Utilities. The cost of all utilities will remain the responsibility of City.
17. Surrender; Obligation to Remove Personal Property. Upon the expiration or
earlier termination of this Agreement, Kick Back Cinemas shall surrender the Agreement to
City and return possession of the Property to City in substantially the same condition as it
exists on the Effective Date. Kick Back Cinemas shall also be responsible for removing any
and all personal property or equipment belonging to Kick Back Cinemas and to leave
Concession Stand in a neat and clean condition.
18. Insurance. From and after the Commencement Date, and continuing thereafter
until the expiration or sooner termination of the Term, Kick Back Cinemas shall carry and
maintain, at its sole cost and expense,the following types of insurance in the amounts specified
and,in the form hereinafter provided for:
(a) Commercial or comprehensive general liability insurance (including
bodily injury and property damage) in an amount of not less than a single limit per occurrence of
One Million Dollars($1,000,000)and One Million Dollars($1,000,000)aggregate, insuring City
and its principals, officers, employees, agents, contractors, lenders, and insurers (collectively,
"City Parties") against any and all loss and liability arising out of Kick Back Cinemas' or the
Kick Back Cinemas Parties' use of the Concession Stand.
(b) Workers' compensation for Kick Back Cinemas' employees in the amount
required by law.
(c) Any other form of insurance for risks and/or perils against which a prudent
person would protect itself and as are customarily obtained by Cities of similar operations in the
State of California, including fire and casualty insurance, and/or increases in the amounts of
coverage under any or all of the liability or other insurance policies carried by Kick Back
Cinemas to the extent commercially reasonable and typically obtained by Cities of similar
operations.
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(d) As an express condition precedent to Kick Back Cinemas' first use of the
Concession Stand for any purpose, Kick Back Cinemas shall furnish to City properly executed
certificates of insurance and endorsements to those policies as required herein, and copies of its
policies of insurance. Such policies shall clearly evidence all coverage required of Kick Back
Cinemas and hereunder shall have commercially reasonable deductibles and shall provide that
such insurance shall not be materially changed, terminated or allowed to expire at any time
during the Term. All policies obtained by Kick Back Cinemas must be primary and non-
contributing with any policies that City may elect to obtain and must contain waiver of
subrogation provisions acceptable to City. All policies required hereunder must be endorsed to
name City and the City Parties as additional insureds and copies of those endorsements must be
provided to City. All policies shall be issued by insurers qualified to do business in the State of
California whose financial strength is acceptable to City in its reasonable discretion and shall be
in a form reasonably satisfactory to City.
(e) Kick Back Cinemas acknowledges that neither it nor any of the Kick Back
Cinemas Parties will be subject to coverage under any policy of insurance that City may elect(in
its sole and absolute discretion)to obtain.
19. Indemnification.
(a) General Indemnification. Except to the extent attributable to City's sole
gross negligence or willful misconduct, City shall not be liable to Kick Back Cinemas or Kick
Back Cinemas Parties for any damage to Kick Back Cinemas or Kick Back Cinemas Parties(or
to Kick Back Cinemas' or the Kick Back Cinemas Parties' property) from any cause whatsoever,
including, without limitation, theft, mysterious disappearance, rodents, vermin and acts of God.
Kick Back Cinemas and Kick Back Cinemas Parties shall jointly and severably indemnify,
protect, defend and hold harmless the Property, Concession Stand, City or City Parties from and
against any and all actual or alleged claims, and/or damages, liens, judgments, penalties,
attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in
connection with, a Kick Back Cinemas Default or the use and/or occupancy of the Concession
Stand by Kick Back Cinemas or the Kick Back Cinemas Parties or any act or omission of Kick
Back Cinemas or the Kick Back Cinemas Parties. If any action or proceeding is brought against
City or City Parties by reason of any of the foregoing matters, Kick Back Cinemas shall, upon
notice, defend the same at Kick Back Cinemas' sole expense by counsel reasonably satisfactory
to City. The indemnification provided for in this Section shall survive the expiration or
termination of the Agreement granted herein as to matters occurring or accruing during the Term
or by reason of Kick Back Cinemas' or the Kick Back Cinemas' Parties' occupancy or use of the
Property.
20. Compliance with Applicable Laws, Rules, and Regulations. Kick Back
Cinemas represents, warrants, and agrees that it shall use and occupy the Concession Stand in
compliance with all applicable laws, statutes, ordinances, rules, regulations, orders and
requirements in effect during the Term, or any part of the Term hereof, which regulate use or
occupancy by Kick Back Cinemas of the Concession Stand or the conduct of the Permitted
Activities. Kick Back Cinemas represents, warrants, and agrees that it and the Kick Back
Cinemas Parties shall use and occupy the Concession Stand in compliance with all applicable
Environmental Laws (defined below). Kick Back Cinemas further warrants and agrees that it
shall remediate and clean, to the extent required by Environmental Laws, applicable to its or the
Kick Back Cinemas Parties' use of the Concession Stand, any spills or releases of Hazardous
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Substances (defined below), to the extent caused or contributed to by Kick Back Cinemas, or the
Kick Back Cinemas Parties, or their respective agents, Kick Back Cinemas, invitees, and
successors and assigns' use or occupancy of the Concession Stand.
(a) "Environmental Laws" shall mean all federal, state, local, or municipal
laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any
government authority regulating, relating to, or imposing liability or standards of conduct
concerning any Hazardous Substance (as hereinafter defined), or pertaining to occupational
health or industrial hygiene (and only to the extent that the occupational health or industrial
hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the
Concession Stand), occupational or environmental conditions on, under,or about the Concession
Stand, as now or may at any later time be in effect, including without limitation, the
Comprehensive Environmental Response,Compensation and Liability Act of 1980("CERCLA")
[42 U.S.C.A && 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA")
[42 U.S.C.A && 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution
Control Act ("FWPCA") [33 U.S.C.A && 1251 et seq.]; the Toxic Substances Control Act
("TSCA") [15 U.S.C.A && 2601 et seq.]; the Federal Insecticide, Fungicide, Rodenticide Act [7
U.S.C.A &§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 U.S.C.A &§
9601 et seq.]; the Clean Air Act [42 U.S.C.A && 7401 et seq.]; the Safe Drinking Water Act [42
U.S.C.A §§ 300f et seq.]; the Solid Waste Disposal Act [42 U.S.C.A §& 6901 et seq.]; the
Surface Mining Control and Reclamation Act [30 U.S.C.A §§ 1201 et seq.]; the Emergency
Planning and Community Right-to-Know Act [42 U.S.C.A && 11001 et seq.]; the Occupational
Safety and Health Act [29 U.S.C.A &§ 655 and 657]; the California Underground Storage of
Hazardous Substances Act [Health & Saf. Code §§ 25280 et seq.]; the California Hazardous
Substances Account Act [Health& Saf. Code && 25300 et seq.]; the California Hazardous Waste
Control Act [Health & Saf. Code &§ 25100 et seq.]; the California Safe Drinking Water and
Toxic Enforcement Act [Health & Saf. Code §& 25249.5 et seq.]; the Porter-Cologne Water
Quality Act [Wat. Code && 13000 et seq.] together with any amendments of or regulations
promulgated under the statutes cited above and any other federal, state, or local law, statute,
ordinance, or regulation now in effect or later enacted that pertains to occupational health or
industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws,
ordinances, or regulations relate to Hazardous Substances on, under, or about the Concession
Stand, or the regulation or protection of the environment, including ambient air, soil, soil vapor,
groundwater, surface water,or land use.
(b) "Hazardous Substances" shall mean and include (a)those substances
included within the definitions of "hazardous substance," "hazardous waste," "hazardous
material," "toxic substance," "solid waste," or "pollutant or contaminant" in CERCLA, RCRA,
TSCA, or under any other Environmental Law; (b)those substances listed in the United States
Department of Transportation (DOT) Table [49 C.F.R. 172.101], or by the Environmental
Protection Agency (EPA), or any successor agency, as hazardous substances [40 C.F.R. Part
302]; (c)other substances, materials, and wastes that are or become regulated or classified as
hazardous or toxic under federal, state, or local laws or regulations; and (d)any material, waste,
or substance that is (i)a petroleum or refined petroleum product, (ii)asbestos,
(iii)polychlorinated biphenyl, (iv)designated as a hazardous substance pursuant to 33 U.S.C.A §
1321 or listed pursuant to 33 U.S.C.A § 1317, (v)a flammable explosive, or (vi)a radioactive
material.
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21. Events of Default; Termination. The material breach of any provision of this
Agreement by Kick Back Cinemas shall constitute a default and material breach of this
Agreement ("Default"). In the event of a Default by Kick Back Cinemas, City (in addition to
any other remedies available at law or in equity), at its option, and without further notice to Kick
Back Cinemas, shall have the right to (i) terminate the Agreement and all rights of Kick Back
Cinemas in or to the Property; (ii) take full possession of the Property; and (iii) remove all of
Kick Back Cinemas' equipment, facilities and other personal property from City's Property and
either deliver the same at Kick Back Cinemas' cost or place it in storage for Kick Back Cinemas'
account and give Kick Back Cinemas notice of the location of the same. In such event, neither
Party shall have any further rights or obligations hereunder.
22. Non-Assignment. This Agreement shall not be assigned or otherwise transferred
by Kick Back Cinemas, nor may any portion of the Property sublicensed by Kick Back Cinemas,
without City's prior written approval,which City may withhold in its sole and absolute discretion.
23. Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be sent by: (a)certified or registered mail, postage
prepaid, return receipt requested, (b)personal delivery, or(c)a recognized overnight carrier that
provides proof of delivery, and shall be addressed as follows:
If to City : If to Kick Back Cinemas:
City of Cathedral City Kick Back Cinemas Cathedral City, LLC
Attn: City Kick Back Cinemas Attn:Damon Rubio
68-700 Avenida Lalo Guerrero 354 Rimhurst Court
Cathedral City,CA 92234 Oceanside, CA 92058
Notices shall be deemed effective upon receipt or rejection only.
24. No Recordation. This Agreement may not be recorded.
25. Severability. If any provision of this Agreement is found by any court of
competent jurisdiction to be invalid, illegal, or unenforceable, then such portion shall be deemed
severed from this Agreement and the Parties shall negotiate in good faith to modify this
Agreement to fulfill as closely as possible the original intent and purpose of this Agreement.
26. Entire Agreement; Amendment. This Agreement contains the entire agreement
between the Parties with respect to the subject matter herein and supersedes any and all prior or
contemporaneous negotiations, correspondence, or oral or written agreements between the
Parties. No supplement, amendment, or modification of any provision of this Agreement shall
be effective unless it is in writing and executed by both Parties.
27. Independent Contractor. In the operation of the Concession Stand granted by
this Agreement, Kick Back Cinemas is an independent contractor and is not an agent or
employee of City. Kick Back Cinemas, its officers, employees, agents, and subcontractors, if
any, shall have no power to bind or commit City to any decision or course of action, and shall
not represent to any person or business that they have such power. Kick Back Cinemas has and
shall retain the right to exercise full control of the supervision of the services and over the
employment, direction, compensation and discharge of all persons assisting Kick Back Cinemas
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in the performance of this Agreement. Kick Back Cinemas shall be solely responsible for all
matters relating to the payment of its employees, including compliance with social security and
income tax withholding, worker's compensation insurance and all other regulations governing
such matters.
28. Records and Audits. Kick Back Cinemas shall permit City and its authorized
representatives to inspect and examine Kick Back Cinemas' books, records, accounts, and any
and all data relevant to this Agreement at any reasonable time for the purpose of auditing and
verifying statements, invoices, or bills submitted by Kick Back Cinemas pursuant to this
Agreement and shall provide such assistance as may be reasonably required in the course of such
inspection. City further reserves the right to examine and re-examine said books, records,
accounts, and data during the three (3) year period following the termination of this Agreement
and Kick Back Cinemas shall in no event dispose of, destroy, alter or mutilate said books,
records, accounts and data in any manner whatsoever for three (3) years after the termination of
this Agreement.
29. Counterparts. This Agreement may be signed in multiple counterparts, each of
which shall be deemed an original, but all of which, taken together, shall constitute one and the
same Agreement.
30. Governing Law. This Agreement shall be governed by and construed in
accordance with the procedural and substantive laws of the State of California, without regard to
its conflicts of laws principles. In the event of litigation between the Parties, venue in state trial
courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a
U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
31. Attorneys' Fees. In the event of a suit by either Party against the other arising
out of this Agreement, the prevailing Party shall be entitled to recover from the other Party all
reasonable costs and expenses of suit, including attorneys' fees and the fees of other
professionals.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
"CITY ": "KICK BACK CINEMAS":
City of C. e.ral Cit , Kic ack inemas Cathedral City, LLC
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By: /� ../k4 4-1 B
Charles P. McClendon Name: Pa,on
City Manager Its: Q
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EXHIBIT"A"
DEPICTION OF PROPERTY
Cathedral City Community Amphitheater
68-562 Avenida Lalo Guerrero, Cathedral City,CA 92234
Located on the Northeast corner of Cathedral Canyon drive and Avenida Lalo Guerrero
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EXHIBIT"B"
CONCESSION STAND AREA
Concession Stand located within the Cathedral City Community Amphitheater located at
68-562 Avenida Lalo Guerrero,Cathedral City, CA 92234
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