2022/05/24 City Council Resolution 2022-057 RESOLUTION NO. 2022-057
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING THE ASSISTANT CITY MANAGER OR HIS DESIGNEE TO
EXECUTE A LICENSE AGREEMENT WITH FLYNN CREEK CIRCUS, LLC FOR
USE OF THE COMMUNITY CENTER LAWN
WHEREAS, Flynn Creek Circus, LLC (FCC) desires to conduct a fundraising circus
event, consisting of 6 shows and a circus camp program at the Rohnert Park Community Center,
5401 Snyder Lane, Rohnert Park("Community Center"); and
WHEREAS, FCC desires access the Community Center from July 11 through July 18,
2022; and
WHEREAS,the City has agreed to host this fundraising circus event at a designated
location at the Community Center subject to the terms and conditions of the agreement attached
hereto as Exhibit A.
NOW THEREFORE, BE IT RESOLVED that the City of Rohnert Park City Council
does hereby authorize the Assistant City Manager or his designee to execute the license
agreement with Flynn Creek Circus, LLC
DULY AND REGULARLY ADOPTED this 24th day of May, 2022.
CITY OF ROHNERT PARK
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ATTEST:
Sylvia Lopez Cuevas, City Clerk ,
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Attachment 1
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CITY OF ROHNERT PARK
LICENSE AGREEMENT
WITH
FLYNN CREEK CIRCUS LLC
FOR USE OF THE ROHNERT PARK COMMUNITY CENTER
FOR CIRCUS ACTIVITIES
This License Agreement (“Agreement”) is made and entered into as of May 2, 2022 (“Effective
Date”) by and between the City of Rohnert Park (“City”) and the Flynn Creek Circus LLC, a
California limited liability company (“FCC”). City and FCC are referred to herein collectively as
the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, FCC desires to conduct a fundraising circus event, consisting of 6 shows
and a circus camp program at Rohnert Park Community Center, 5401 Snyder Lane, Rohnert
Park, California, 94928 (“Community Center”); and,
WHEREAS, the City has agreed to host this fundraising circus event at a designated
location at the Community Center, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the Parties hereby agree as follows:
1.PERMITTED USE AND LICENSE
City grants to FCC a revocable, personal, non-exclusive and non-possessory privilege
and license (“License”) to enter upon and use that portion of the Community Center
identified as the License Area in Exhibit “B” and incorporated herein, for the limited
purpose and subject to the terms, conditions and restrictions set forth herein. FCC may
enter upon and use the License Area solely for purposes of conducting a fundraising
circus, subject to such further requirements and restrictions as set forth in Exhibit A and
incorporated herein (the “Activities”).
This Agreement gives FCC a License only and notwithstanding anything to the contrary
herein, this License does not constitute a grant by City of any ownership, leasehold,
easement or other property interest or estate whatsoever in the License Area, or any
portion thereof. Nothing in this Agreement shall be construed as granting or creating any
franchise rights pursuant to any federal, state or local laws. Without limiting the
foregoing, this License is subject and subordinate to all existing documents and
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instruments of record affecting the City property. FCC must secure all additional
necessary approvals, permits and consents, and deliver all necessary notices, before
commencing work or activities in the License Area, including any approvals, permits,
consents or notices required from or to City or any other agency. FCC covenants and
agrees, for the benefit of City, that FCC shall fully comply with the terms and conditions
of any rules and regulations promulgated by City as they apply to any work or activities
to be performed or temporary facilities to be installed by FCC on the License Area
pursuant to this Agreement, and City shall have no responsibility or liability of any kind
with respect thereto.
C ity reserves the right to use the License Area in common with FCC, as long as such use
does not materially interfere with FCC’s Activities within the License Area. FCC shall
obtain any and all permits, licenses and approvals (collectively, “Approvals”) of all
regulatory agencies and other third parties that are required to commence the Activities.
FCC shall ensure that it, or its vendors, obtain any required licensing from ABC
regarding alcohol sales in connection with the Activities.
FCC shall, at its expense, conduct and cause to be conducted all activities on the License
Area allowed hereunder in a safe and reasonable manner and in compliance with all
laws, ordinances, requirement, policies and standards of City and all other governmental
or other regulatory authorities with jurisdiction and authority over the License Area and
the Activities (including, without limitation, the Americans with Disabilities Act) and all
covenants, restrictions and provisions of record, whether presently in effect or
subsequently adopted and whether or not in the contemplation of the parties. FCC shall,
at its sole expense, procure and maintain in force at all times during its use of the License
Area any and all business and other licenses or approvals necessary to conduct the
activities allowed hereunder. FCC understands and agrees that City is entering into this
Agreement in its capacity as a property owner with a proprietary interest in the License
Area and not as a regulatory agency with police powers. FCC further understands and
agrees that no approval by City for purposes of this Agreement shall be deemed to
constitute approval of any other federal, state, or other local regulatory authority with
jurisdiction, and nothing herein shall limit FCC’s obligation to obtain all such regulatory
approvals at FCC’s sole cost, or limit in any way City’s exercise of its police powers.
2.TERM
The term of this Agreement shall begin on the Effective Date and shall remain in effect
until 30 days after the final performance (July 17, 2022) (“Expiration Date”), unless
sooner terminated pursuant to Section 3 below.
3.TERMINATION
Either Party may terminate this Agreement for any reason by providing ten (10) days’
written notice to the other Party pursuant to Section 5 below.
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Subject to the foregoing notice requirement, City may at its sole option freely revoke and
terminate this License at any time without cause or liability, and without any obligation
to pay any consideration to FCC or return to FCC of any part of the License Fee. Upon
the effective date of any revocation or termination, FCC shall immediately surrender the
License Area in the condition required under this License Agreement.
4.NOTICES
All notices under this Agreement shall be in writing. Notice shall be sufficiently given
for all purposes as follows: (a) When delivered by first class mail, postage prepaid, notice
shall be deemed delivered three (3) business days after deposit in the United States mail;
(b) When mailed by certified mail with return receipt requested, notice shall be effective
upon receipt of delivery is confirmed by a return receipt; (c) When personally delivered
to the recipient, notice shall be deemed delivered on the date personally delivered. The
place of delivery of all notices under this Agreement shall be as follows;
City: Cindy Bagley
Director of Community Services – City of Rohnert Park
5401 Snyder Lane, Rohnert Park, CA 94928
(707) 588-3452
FCC: Attn: Blaze Birge, FCC Owner
P.O. Box 1111
Mendocino, CA 95460
(510)381-4004
5.AS IS CONDITION OF LICENSE AREA; DISCLAIMER
FCC accepts the License Area in its “AS IS” condition, without representation or
warranty of any kind by City, its officers, agents or employees, and subject to all
applicable laws, rules and ordinances governing the use of the License Area. Without
limiting the foregoing, this License is made subject to any and all existing and future
covenants, conditions, restrictions, easements, encumbrances and other title matters
affecting the License Area, whether foreseen or unforeseen, and whether such matters are
of record or would be disclosed by an accurate inspection or survey.
6.NO COST TO CITY
FCC shall bear all costs and expenses of any kind or nature in connection with its use of
the License Area, and shall keep the License Area free and clear of any liens or claims of
lien arising out of or in any way connected with its use of the License Area.
7. INSURANCE
During the Term of this Agreement, FCC shall obtain and maintain insurance covering
claims for injuries to persons or damage to property which may arise out of or in
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connection with use of License Area by FCC or FCC’s contractors or agents, as set forth
in Exhibit “C”. The insurance carrier shall maintain an A.M. Best rating of not less than
A-: VII.
8.INDEMNIFICATION
FCC shall indemnify, defend, reimburse and hold harmless City, its officers, agents,
employees and contractors, and each of them (collectively, the “Indemnified Parties”),
from and against any and all demands, claims, legal or administrative proceedings, losses,
costs, penalties, fines, liens, judgments, damages and liabilities of any kind (collectively,
“Claims”), arising in any manner out of (a) any injury to or death of any person or
damage to or destruction of any property occurring in, on or about the City Property, or
any part thereof, whether such injury, death, damage or destruction is caused by the
person or property of FCC, its officers, directors, members, employees, agents,
consultants, contractors or subcontractors (collectively, “Agents”), its invitees, guests or
business visitors (collectively, “Invitees”), or third persons, relating to any use or activity
under this Agreement; (b) any failure by FCC to faithfully observe or perform any of the
terms, covenants or conditions of this Agreement; (c) the use of the License Area or any
activities conducted thereon by FCC, its Agents or Invitees; (d) any release or discharge,
or threatened release or discharge, of any Hazardous Material caused or allowed by FCC,
its Agents or Invitees, on, in, under or about the City Property, any improvements or into
the environment; or (e) any failure by FCC to faithfully observe or perform any terms,
covenants or conditions of this Agreement; except solely to the extent of Claims resulting
directly from the sole negligence or willful misconduct of City or City’s authorized
representatives. In addition to FCC’s obligation to indemnify City, FCC specifically
acknowledges and agrees that it has an immediate and independent obligation to defend
the City from any Claim that actually or potentially falls within this indemnity provision
even if such allegation is or may be groundless, fraudulent or false, which obligation
arises at the time such claim is tendered to FCC by City and continues at all times
thereafter. The foregoing indemnity shall include, without limitation, reasonable
attorneys’, experts’ and consultants' fees and costs, investigation and remediation costs
and all other reasonable costs and expenses incurred by the indemnified parties,
including, without limitation, damages for decrease in the value of the City Property and
claims for damages or decreases in the value of adjoining property. FCC’s obligations
under this Section shall survive the expiration or other termination of this Agreement.
City and City Indemnified Parties shall have no liability to FCC or any FCC Party as the
result of damage or loss to property or injury to or death of any such person arising
directly or indirectly from the Activities conducted pursuant to this Agreement, except
for damages to FCC property caused by the sole negligence or willful misconduct of
City. The parties intend that damages and/or costs and all other terms implying an
amount tied to liability shall include consequential damages. The amount and type of
insurance coverage requirements set forth in this Agreement will in no way be construed
as limiting the scope of the FCC’s indemnity in this Section.
The obligations pursuant to this Section 8 shall survive the expiration or earlier
termination of this Agreement.
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9.INTEGRATION
This Agreement represents the entire agreement of the Parties with respect to the subject
matter hereof and supersedes all prior negotiations, representations or agreements,
whether written or oral. No representations, oral agreements, or inducements have been
made by either of the Parties, except as expressly set forth herein. This Agreement may
not be changed, modified, or rescinded except by written amendment signed by both
Parties.
10.SEVERABILITY
Should any part of this Agreement be determined to be unenforceable, invalid or illegal,
such determination shall not affect the validity of the remainder of the Agreement, which
shall continue in full force and effect.
11.LICENSE FEES
For use of the License Area for a fundraising circus, FCC agrees to pay (i) a $3,952 non-
refundable facility use fee, payable no later than July 1, 2022, minus any costs of
obtaining a City-issued business license, and to pay (ii) 10% of gross ticket sales and
youth camp program revenue, minus the above facility use fee and costs, due no later
than 30 days after the final show scheduled under this Agreement. FCC’s concession and
merchandising sales shall not be included in calculation of gross ticket sales. FCC shall
provide City with access to its books and records for purposes of determining amounts
due under this Agreement, as set forth in Exhibit A.
12.SECURITY DEPOSIT
Upon execution of this Agreement, FCC will pay to City $1,000 as a security deposit for
faithful performance of FCC’s duties under this Agreement. If FCC shall default on any
of the terms of this Agreement, and City chooses to cure the FCC’s default following
notice and opportunity to cure, the City may use the security deposit for such purpose.
Any unused security deposit existing at the termination of this Agreement which is not
already used to offset damage, if any, caused to the Licensed Premises by FCC’s use,
shall be refunded to Licensee within 14 days of said termination.
13.PERMITTED USE
FCC, shall use the Rohnert Park Community Center as outlined in Exhibit A only for the
Term of this Agreement. FCC will have access to the License Area during the term of
this Agreement. At the completion of this Agreement or upon termination, FCC shall be
responsible for conducting a comprehensive and thorough review of the site and restore it
to the condition received.
14.DUTIES OF THE CITY OF ROHNERT PARK
City’s sole duties under this Agreement shall be shall be to make available the License
Area under the terms and conditions of this Agreement. In addition, the City shall allow
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FCC the use of the digital billboard sign (on site), subject to any limitations determined
reasonable in the City’s sole discretion, to advertise the Activities and shall distribute any
flyers or the materials provided by Flynn Creek Circus at City facilities. Additionally,
the City’s community services department shall advertise the event in a manner similar to
advertisement of City events in the City’s recreation guide, social media, and email lists,
as determined appropriate in the Director of Community Services’ sole discretion.
City shall also provide access to a garden hose connection for water for FCC’s use. No
other utilities shall be provided by City. City will provide onsite access to trash and
recycling dumpsters.
City shall mark the approximate location of underground utilities where the big tent will
be placed prior to the set-up date.
15.NO JOINT VENTURE
This Agreement does not create a partnership or joint venture between City and FCC as
to any activity conducted by FCC on, in or relating to the License Area. Except as
expressly set forth herein, the granting of the License by City does not constitute
authorization or approval by City of any activity conducted by FCC on, in, around or
relating to the License Area. FCC acknowledges that pursuant to this Agreement, the
City’s responsibility is limited to the provisioning of the License Area to FCC, and that
the Activities as performed by FCC and its contractors within or about the License Area
shall be deemed the sole responsibility of FCC.
16.REPAIR OF DAMAGE
If any portion of the License Area or any personal property of City located on or about the
License Area is damaged or threatened by any of the Activities conducted by FCC or
anyone acting by or through FCC hereunder, FCC shall immediately, at its sole cost,
notify City by electronic mail of such damage or threat. City may, but shall not be
obligated, to remedy such damage or threat at FCC’s sole cost, including applying the
security deposit for such purposes, or City may elect to witness FCC’s repair work. In the
event City elects not to remedy such damage or threat, FCC shall repair any and all such
damage and restore the License Area or property to its previous condition subject to
City’s inspection, review and approval. City has no responsibility or liability of any kind
with respect to any utilities that may be on, in or under the License Area.
17.FORCE MAJEURE
Neither party will be liable for failure or delay to perform obligations under this
Agreement, which have become practicably impossible because of circumstances beyond
the reasonable control of the applicable party. Such circumstances include with limitation
natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war;
government acts or orders; epidemics, pandemics or outbreak of communicable disease;
quarantines; national or regional emergencies; or any other cause, whether similar in kind
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to the foregoing or otherwise, beyond the party’s reasonable control. Written notice of a
party’s failure or delay in performance due to force majeure must be given to the other
party no later than five (5) business days following the force majeure event commencing,
which notice shall describe the force majeure event and the actions taken to minimize the
impact thereof.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their
duly authorized officers, as of the date first set forth above.
For FCC: For City of Rohnert Park:
Blaze Birge
Owner,
Flynn Creek Circus LLC City Manager
Approved As to Form:
City Attorney
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EXHIBIT A
SCOPE OF PERMITTED USE AND SCHEDULE
Event Description:
Flynn Creek Circus LLC (herein referred to as FCC) will perform 1 ½ - 2 hour shows at the Rohnert Park
Community Center in cooperation with the City of Rohnert Park in FCC's Big Top Circus Tent. The
performances will take place from July 14 -17, 2022. FCC staff, volunteers and equipment will arrive the
Monday preceding the event weekend (July 11, 2022) and depart the Monday following the event
weekend (July 18, 2022).
Show times (subject to change):
Thursday at 7:00pm
Friday at 7pm
Saturday at 1pm, 4pm and 8pm (Adults 21+ show at 8pm)
Sunday at 1pm and 4pm
Tent will open to the public 30 minutes prior to the show time each day.
Youth Camp 9am-noon, Wednesday-Friday.
Camp Recital 11am -noon, Friday
Flynn Creek Circus Activities and Responsibilities
*FCC will be responsible for all operational aspects of presenting the circus show including:
*performing a high quality show, securing all equipment and staff
*providing high quality promotional digital art (posters, PSA announcements, etc.) for distribution by the
City
*promoting ticket sales through internet advertising, postering and social networking
*securing appropriate permits as required by city, state and county law including but not limited to a City
of Rohnert Park Business License, County Health Department and the City of Rohnert Park Fire Marshall
*erecting and dismantling the Big Top and all associated equipment
*online ticket sales and at the door ticket sales
*recycling and site clean up
*FCC will use transparent accounting methods and provide complete ticket sales reports to the City. FCC
shall keep and maintain full and complete records showing all income derived from any source and all
expenses incurred for the Event, which records shall be available to the City upon City’s request for
inspection, including for a period of thirty (30) days after the later of: expiration of the Agreement; the
payment date, or termination of the Agreement.
*FCC will notify necessary Emergency Services such as Rohnert Park Department of Public Safety and
Sheriff's Office about the event.
*FCC shall keep vehicle traffic on the field to a minimum.
*FCC will partner with Circus Mentors Inc. to provide a wine and beer bar at the event. Proceeds from this
activity will support Circus Mentors Inc. 501c3
*FCC shall ensure that Circus Mentors Inc. acquires the necessary ABC permit required to sell alcohol at
special events.
Big Top Tent installation and generator noise
*FCC's professional riggers and volunteers will erect and dismantle the 120' x 80' circus tent on the
Community Center lawn. Although some vehicle movement is required, FCC will keep this to a minimum.
Liability and Security
*FCC operates on safety standards that exceed national and international circus regulations. The security
of our performers, audience and general public is our number one priority. Contracted parties of FCC carry
individual liability insurance in addition to the Flynn Creek Circus LLC policy and the requirements of the
Agreement.
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*Security: The Big Top tent is secured by onsite artist staff housed in living trailers. This onsite presence is
crucial to the security of the equipment inside the Big Top as well as the liability concerns with the general
public.
Rehearsals
*The circus will be at the Location prior to the scheduled shows to run technical rehearsals and provide
inspectors with an opportunity to survey the equipment. This activity is not open to the public. FCC
understands the "greater" portions of the Community Center complex will be open to the general public
from dawn to dusk during rehearsal and performance times. The fields containing the Big Top tent will be
closed to the general public except during performance times, and the FCC staff trailers will be closed to
general public at all times.
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EXHIBIT B
LICENSE AREA
The License Area includes the following portions of the Rohnert Park Community Center Complex, 5401
Snyder Lane, Rohnert Park, California, 94928:
1. South Lawn (red)*
*Vehicles must be parked in parking spaces unless absolutely necessary to reduce potential for damage to irrigation and turf.
2. Restroom (blue) – These restrooms shall be open ½ hour before show time and will close
3 hours later.
3.Restroom (orange) – These restrooms are open M-F 8am-5pm
Additionally, the License Area includes non-exclusive rights to use of the parking area at the Community
Center on a first-come, first-served basis.
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EXHIBIT C
INSURANCE REQUIREMENTS
FCC shall procure and maintain for the duration of the Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the FCC’s
use of the License Area and the activities of the FCC, its contractor(s), guests, agents,
representatives, employees, or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering
CGL on an “occurrence” basis, including property damage, bodily injury and personal &
advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit
applies, either the general aggregate limit shall apply separately to this project/location (ISO CG
25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering , Code 1
(any auto), or if Instructor has no owned autos, Code 8 (hired) and 9 (nonowned), with limits no
less than $2,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory
Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for
bodily injury or disease. (Note – required only if Instructor has employees).
If the FCC maintains broader coverage and/or higher limits than the minimums shown above, the
City requires and shall be entitled to the broader coverage and/or the higher limits maintained by
FCC. Any available insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of the rental of the facility, work
or operations performed by or on behalf of the FCC including materials, parts, or equipment
furnished in connection with such work or operations. General liability coverage can be provided
in the form of an endorsement to the FCC’s insurance (at least as broad as ISO Form CG 20 10
11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20
38; and CG 20 37 if a later edition is used).
Primary Coverage
For any claims related to this contract, the FCC’s insurance coverage shall be primary insurance
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its officers, officials,
employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers shall be excess of the FCC’s insurance and shall not
contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except
with notice to the City.
Waiver of Subrogation
FCC hereby grants to City a waiver of any right to subrogation which any insurer of said
FCC may acquire against the City by virtue of the payment of any loss under such insurance.
Renter agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
Liquor Liability
If FCC or any of its contractors or subcontractors will be supplying alcoholic beverages, the
general liability insurance shall include host liquor liability coverage. If FCC is using a caterer or
other vendor to supply alcohol that vendor must have liquor liability coverage. If FCC intends to
sell alcohol either the FCC or vendor providing the alcohol for sale must have a valid liquor sales
license and liquor liability insurance covering the sale of alcohol.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Verification of Coverage
FCC shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins.
Special Risks or Circumstances
City reserves the right to modify these requirements based on the nature of the risk, prior
events, insurance coverage, or other special circumstances.
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