HomeMy WebLinkAboutFlynn Creek Circus 2020-06-08 Coll No. D
Finn Creek Circus LLC `Summer Camp' Exhibit A
Project Overview:
The City of Ukiah (herein referred to as City) will sponsor Flynn Creek Circus LLC
(herein referred to as FCC) to implement a summer enrichment program at Giomo
Field. FCC proposes 2 session weeks provided participant sign up meets program
enrollment minimums. Program will include a general circus day camp for ages 7 to 14.
Proposed dates times and program fees and program description:
Dates:
Session #1: Monday, June 8 to Friday June 12, 2020
Session #2: Monday, June 15 to Friday June 19, 2020
Daily session times:
Children's program (ages 7-14 10:30am-2:30pm, Monday-Thursday, Friday
10:30am-2:00pm, and 2:O0pm-3:00pm public recital
Maximum registration: 70 students, minimum 35
This workshop will introduce multiple circus disciplines and work to the level of each
individual student. Students will experience the thrills of tumbling, swinging trapeze,
Chinese pole, tightwire, aerial silks,juggling, hula hoop and partner acrobatics all in a
safe and encouraging environment. General conditioning and stretching techniques
will be emphasized to promote healthy exercise habits. Students will create an end of
workshop performance.
Standard Course fee: $2351single session, $40012 sessions
Flynn Creek Circus LLC Responsibilities:
Provide delivery and pick up of circus big top to house workshop
Provide expert Tent master and crew in mounting and demounting of big top
Direct program (provide qualified staff for each position, provide detailed workshop
descriptions, execute program objectives with qualified staff)
Provide all circus equipment
Provide proof of liability insurance encompassing the full scope of the program,
Business licensing that is current and posted at the location
Provide safety procedures, risk assessments and tent layout schematic as needed for
permits Provide artwork for advertising purposes
Advertising and promoting the program through FCC fan base and social media
Ensure general security of all equipment at the site during the event
Administer all payments for program staff
Facilitate staff compliance with City regulations
Ensure that the tent location is in compliance with CA Fire Safety and will pass all
inspections Ensure that the site is restored and clean before departure
City Responsibilities:
Provide location (with access at least 3 days prior to camp commencement and 2
days following the final class)
Provide substantial advertising support including program announcements on City of
Ukiah websites, social media, in afterschoo!and print program distributions, and
posting flyers and support materials throughout the Ukiah at least 4 weeks prior to
the program start
Provide administration of program: answering client questions, advertising, collecting
of fees, and registrations paperwork and providing attendance sheets, managing
online registration portal
Keep FCC staff informed of enrollment numbers, make FCC director guest
administrator for online registration platform
Provide electricity (as available), restroom facilities (portables and portable servicing
next to tent) and water(drinking water forparticipants as well as access to water for
on site staff living trailers)
Ensure that site is appropriate for tent erection (i.e.: obtain irrigation plans, any
specific requirements from lot owner, and arrange for lot to be mown prior to tent
arrival)
Provide security deposit by May 15, 2020 and 70% netregistration fees minus
security deposit no later than a nes _53 r,-O- 1 'M
Maintain non-disclosure of this agreement and all details herein to outside parties
beyond the immediate managers of FCC
Charitable scholarships:
The City of Ukiah and FCC agree to admit 2 students at no cost based on student
financial need per session. These scholarship recipients will be identified by the City
of Ukiah and will not count toward to minimum enrollment threshold.
4.
Financial Understanding between Flynn Creek Circus LLC andthe City of Ukiah:
City of Ukiah will pay a non-refundable security deposit of$2360 by May 15,
2020. Security deposit funds will be applied to FCC's expenses and/or portion of
profits on final accounting. Both above parties agree to a 70% (FCC)/30%(City) net
profit split without further consideration to unanticipated expenses unless expressly
permitted by written agreement. Approved expenses include:
Camp accident insurance- $1360 ($680 per session)
Advertising- $600
Apparatus rigging hours- $900
FCC administration fee- $400.
FCC reserves the right to cancel the program if a minimum of 35 student
enrollments per session is not obtained by June 4, 2020. in the event of
cancellation, FCC will be not be liable to the City of Ukiah for compensation of any
kind. Cancellation of camp activity will not constitute cancellation of show activity.
Accounting:
City will accept all payments through their offices in the name of'City of Ukiah'.
Flynn Creek Circus will not accept direct payment. All registrations will be
administered by City. If the camp should be cancelled due to lack of enrollment, City
will be responsible for reimbursement of all registrations. Both City and FCC agree
to absorb their own promotional losses without further consideration.
Promotion and Publicity and Liability:
Both Flynn Creek Circus LLC and The City of Ukiah agree to promote the project
through all advertising channels available and to represent the project in positive
light to the community and interested parties.
It is understood that the City of Ukiah is acting as a sponsoring agent only. City of
Ukiah will not be held liable for the camp activity.
Non-Compete:
Ali information contained in the General Proposal, Program descriptions and
Agreement documents is Flynn Creek Circus LLC proprietary information.
City agrees to a non-compete clause for a tented circus camp for a period of
3 years from June 19, 2020.
COU No. j�20S
CAMP CONTRACT
Flynn Creek Circus Summer Camp
2020
This contract is made on , 2020 between the City of Ukiah (hereinafter
referred to as 'City'), and Flynn ree ircus LLC (hereinafter referred to as
'Contractor').
TERM:This Contract shall commence upon execution of this Contract and continue until June
20, 2020 unless sooner terminated pursuantto the provisions of this Contract.
MATERIALS:Contractor will provide aII materials needed for this activity except where
otherwise agreed.
PAYMENT: City shall pay Contractor for services rendered pursuant to this Contract as
specified in the General Proposal and Exhibit A. Payment shall be made per specifications
set forth in Exhibit A.
LICENSES & PERMITS: Contractor represents and warrants to City that Contractor shall, at
its sole cost and expense, keep in effect or obtain at all times during the term of this
Contract any applicable licenses, permits, or approvals which are legally required for
Contractor to practice its profession, including an appropriate businesslicense.
INDEPENDENT CONTRACTOR: At all times during the term of this Contract,Contractor shall
be an independent contractor and shall not be an employee of the City. City shall have the
right to control Contractor only insofar as the results of the Contractor's services rendered
pursuant to this Contract. City shall not have the right to control the means by which
Contractor accomplishes services rendered pursuant to this Contract.
NONDISCRIMINATION: Contractor agrees not to discriminate against any person because
of race, color, religion, sex, national origin, age, disability, marital status or sexual _ -•
orientation in any activity for which Contractor is providing underthis Contract.-
TERMINATION: Either party shall have the right to terminate this Contract at any time by
givingtimely notice of such termination to the other party.ln the eventthat City shall give
such notice oftermination,Contractor shall immediately cease rendering services to this
Contract.
INDEMNIFICATION: Contractor shall indemnify and hold harmless City, and their governing
boards, employees, agents, and representatives (collectively, "Indemnitee") against all
liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses
(including interest, penalties, attorney fees, and costs of litigation) incurred by Indemnitee
("Losses"), known or unknown, directly or indirectly arising from or related to the acts or
omissions of the Contractor pursuant to this Agreement, including Losses arising from
Indemnitee's negligent acts or omissions.
INSURANCE: Liability Insurance: At all times during the term of this Agreement and any
extension thereof, Contractor shall procure and maintain commercial general liability
coverage, at Least as broad as the most current ISO Commercial General Liability policy
form, with minimum limits of One Million Dollars ($1,000,000.00) per occurrence,Two
Million Dollars ($2,000,000) aggregate, and the following requirements:
1) The insurance shall name City of Ukiah, directors, board members, employees, agents,
representatives, and volunteers, each while acting in such capacity, as additional insured.
ENTIRE AGREEMENT:This Agreement and all exhibits referred to in this Agreement
constitute the final, complete, and exclusive statement of the terms of the agreement
between the parties pertaining to the subject matter herein and supersede all prior and
contemporaneous understandings or agreements of the parties. No party has been induced
to enter into this Agreement by, nor is any party relying on, any representation outside
those expressly set forth in this Agreement.
MODIFICATION:This Agreement may be supplemented, amended, or modified only by the
mutual agreement of the parties. No supplement, amendment, or modification of this
Agreement shall be binding unless it is in writing and signed byboth parties.
SEVERABILITY: If a court or an arbitrator of competent jurisdiction holds any provision of
this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason,
the validity and enforceability of the remaining provisions, or portions of them, will not be
affected.
WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained
in or granted by the provisions of this Agreement shall be effective unless it is in writing
and signed by the party waiving the breach,failure, right or remedy. No waiver of any
breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right,
or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver
unless the writing so specifies.
NECESSARY ACTS:The parties shall at their own cost and expense execute and deliver such
further documents and instruments and shall take such other actions as may be reasonably
required or appropriate to evidence or carry out the intent and purposes of this Agreement.
HEADINGS:The headings in this Agreement are included for convenience only and shall
neither affect the construction or interpretation of any provision in this Agreement nor
affect any of the rights or obligations of the parties to this Agreement.
EXECUTION IN COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one
instrument.
ASSIGNMENT: Neither party shall have the right to assign, sublease or otherwise transfer its
interests in this Agreement to any third party without the prior written permission of the
other party.
SUCCESSORS:This Agreement is binding on the successors or permitted assigns of the parties
hereto.
AUTHORIZATION: Each person executing this Agreement or its counterpart on behalf of a
party hereto warrants that he or she is authorized to do so and that this Agreement
constitutes the legally binding obligation of the party whom he or she represents.
ARBITRATION:Any controversies or disputes arising out of or relating to this Contract shall
be resolved by binding arbitration in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association.The parties shall select a mutually
acceptable arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of
whom shall preside jointly over the matter. The arbitration shall take place at a location that
is reasonable centrally located between the parties, or otherwise mutually agreed upon by
the parties. All documents, materials and information in the possession of each party that are
in any way relevant to the dispute shall be made available to the other party for review and
copying no later than 30 days after notice of arbitration is served.The arbitrator(s)shall be
final and binding on the parties, and judgement may be entered in conformity with the
decision in any court having jurisdiction.The agreement to arbitration shall be specifically
enforceable under the prevailing arbitration law. During the continuance of any arbitration
proceeding,the parties shall continue to perform their respective obligations under this
Contract.
Financial Understanding between Flynn Creek Circus LLC andthe City of Ukiah:
Both above parties agree to a 70%(FCC)/30%(CCM)net profit split without further
consideration to unanticipated expenses unless expressly permitted by written agreement. FCC
reserves the right to cancel the program if a minimum of 40 student enrollments is notobtained
by June 12, 2017. In the event of cancellation, FCC will be not be liable to CCM for
compensation of any kind.
Accounting:
CCM will accept all payments through their offices in the name of'CCM'. Flynn Creek Circus will
not accept direct payment.All registrations will be administered by CCM. CCM will reimburse
FCC insurance and publicity expenses after receipt of invoice no later than June 12, 2017. If the
camp should be cancelled due to lack of enrollment, CCM will be responsible for reimbursement
of all registrations. Both CCM and FCC agree to absorb their own promotional losses without
further consideration.
Promotion and Publicity:
Both Flynn Creek Circus LLC and The Community Center of Mendocino agree to promote the
project through all advertising channels available and to represent the project in positive light to
the community and interested parties.
Non-Compete:
Ali information contained in the General Proposal, Program descriptions and Agreement
documents is Flynn Creek Circus LLC proprietary information. CCM agrees to anon-compete
clause for a tented circus camp for a period of 3 years from July 9th,2016.
In Witness hereof:
CITY OF UKIAH Flynn Creek Circus LLC