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HomeMy WebLinkAboutFlynn Creek Circus 2019-06-18 COU No. CAMP CONTRACT Flynn Creek Circus Summer Camp 2019 This contract is made on , 2019 between the City of Ukiah (hereinafter referred to as 'City'), and Flynn creek circus LLC (hereinafter referred to as 'Contractor'). TERM:This Contract shall commence upon execution of this Contract and continue until June 18, 2019 unless sooner terminated pursuantto the provisions of this Contract. MATERIALS:Contractorwill provide all materials needed forthisactivity 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 spccifications 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 business license. 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 under this Contract. TERMINATION: Either party shall have the right to terminate this Contract at any time by giving timely notice of such termination to the other party.In the event that City shall give such notice of termination,Contractorshall 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: Nether 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 v{ 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 author zed 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 CorS"tract shall be resbEu�d by binding arbitration in accordance with the then current oercial Arbitration R fe�of the American Arbitration Association. The per es shall select a mutually acceptable arbitrat r`�nd the two arbitrators in turn hall ect a third arbitrator, all three of whom shall preside Y-over the matter. ThVarsiA�ation shall take place at a location that is reasonable centrally locate( ween theme ya , or otherwise mutually agreed upon by the parties. All documents, materia s d information in the possession of each party that are in any way relevant to the dVs-after p shall be de available to the other party for review and copying no later than 34 a notice of arbrt tion is served. The arbitrator(s) shall be final and binding o he parties, and judgement may entered in conformity with the decision in a ourt having jurisdiction. The agreement to r itrataon shall be specifically enforceA a under the prevailing arbitration law. During the comb Lta nc a of any arbitration prpeeeding, the parties shall continue to perform their respective obligation nder this Contract. In Witness hereof: CITY OF UKIAH Flynn Creek Circus LLC Flynn 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 Giorno Field. FCC proposes one session week 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 10 to Friday June 14, 2019 Daily session times: Children's program (ages 7-14) 10am-2:30pm, Monday-Thursday, Friday 10am-2:00pm, and 2:OOpm-3:OOpm 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: $235/session 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 afterschool 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 and water(drinking water forporticipants as well as access to water for onsite staff living trailers) Ensure that site is appropriate for tent erection (i.e.:obtain irrigation plans, anyspecific requirements from lot owner, and arrange for lot to be mown prior to tent arrival) Provide security deposit by May 15, 2018 and 70%net registration fees minus security deposit no later than 11:30am on Wednesday,June 13,2018. 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. These scholarship recipients will be identified by the City of Ukiah and will not count toward to minimum enrollment threshold. Financial Understanding between Flynn Creek Circus LLC and the City of Ukiah: City of Ukiah will pay a non-refundable security deposit of$1480 by May 15, 2019. 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 130%(City)net profit split without further consideration to unanticipated expenses unless expressly permitted by written agreement. Approved expenses include: Camp accident insurance-$680 Advertising-$400 Apparatus rigging hours-$900 FCC administration fee-$400. FCC reserves the right to cancel the program if a minimum of 35 student enrollments is not obtained by June 4, 2019. 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 lightto 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: All 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 15,2019.