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01.07.2021CouncilPacket 11 5- home At least 3 acre 15 1.5 15 16- home At least 1 acre .6 .8 .4 1.8 Ammon City Council January7,2020 MayorColettiandCityCouncilmembers: ContractforServicewithAmmonArtsCommunityTheater,Inc.forConsideration StaffPresenting: Micah Austin, City Administrator Recommendation -Approvaloftherequest. SummaryofAnalysis 1.The Ammon Arts Community Theater, Inc, is requesting $1,200 from the City of Ammon for productionofalivetheatereventthatwouldoccurinAugust2020. 2.Currently, this line item has $20,000 remaining in the budget for Fiscal Year 2021, however we havemadecommitmentstospend$7,500inFiscalYear2021.Inaddition,wewilllikelyhavean additional $8,000 requested for additional contracts for services, based on previous years. With thisinmind,thelineitemhas$4,500ofunencumberedfundsavailable. 3.Ammon Arts Community Theater plans to produce four theater productions during 2021. All productionswillbeopentothepublic,butticketswillbesold. 4.According to the proposal submitted by the Ammon Arts Community Theater, the funds will be usedforbackdropsandmaterialstobuildtheset,suchaswood,paint,screws,etc..Costumes, wigs, makeup and other props would also be purchased with the funding. Financial Impact -ContractsforServicearepaidfromGL#10-408-600.Thislineitemhasadequateremaining budget to pay for this expense. Motion ImovetoapprovethecontractforservicewithAmmonArtsCommunityTheaterintheamount zk ÖàªãÞÞ­± Attachments: 1.ContractforService 2.Proposal from Ammon Arts Community Theater. 2135 South Ammon Rd., Ammon, Idaho 83406City Hall: (208) 612-4000 www.ci.ammon.id.us Page|1 CONTRACT FOR SERVICES (City of Ammon and Ammon Arts Community Theater, Inc.) M56L *A?MK!*M 3AK L.KS6*.L °!l„ffwfx‡±Ã n wYdf Yxd fx‡f„fd nx‡z ‡mn ¿¿ dY zk January, 2021, by and between the CITY OF AMMON, an Idaho municipal corporation Âmf„fnxYk‡f„ „fkf„„fd ‡z Y °!wwzx±Ã Yxd !wwzx !„‡ ª 6xb­ daY !wwzx !„‡ *zwwˆxn‡ MmfY‡f„ª Yx 6dYmz xzx¼„zkn‡ bz„z„Y‡nzx Âmf„fnxYk‡f„ „fkf„„fd ‡z Y °!!*M±Ã­ RECITALS A.Ammon has the authority to enter into contracts and to take such steps as are reasonably necessary to maintain the health, safety and welfare of the City and promote cultural and recreation opportunities for Ammon citizens; B.AACT is experienced in providing specialized services to Ammon residents that the City of Ammon does not provide; C.It is in the best interest of the public health, safety, welfare, and prosperity of the City to continue the services that AACT provides to Ammon citizens and these activities, and any costs associated therein, are determined to be ordinary and necessary expenses for the economic well-being of Ammon and its residents and guests; D.Ammon desires to contract with AACT to provide health and welfare services that will improve the lives of individuals living within Ammon city limits; E.The parties acknowledge and agree that all funds paid to AACT under this Agreement shall be used to provide services for Ammon for the purpose of improving the public health, safety and welfare of Ammon residents; and F.Subject to the terms and conditions of this Agreement, the parties wish to enter into this agreement to provide the services described herein. AGREEMENT NOW THEREFORE, Ammon and AACT, for and in consideration of the preceding recitals, mutual promises and covenants hereinafter set forth, do hereby agree as follows: 1.Consideration. In consideration for providing the services provided herein, Ammon agrees to pay AACT $2,500 to complete the Scope of Services. Subject to the terms and conditions set forth herein, Ammon shall make payments one lump sum payment on or before September 30, 2021. 2.Term. Unless terminated pursuant to Section 7(B) of this Agreement and notwithstanding the date of execution hereof, this Agreement shall be in effect until September 30, 2021. -1- 3.Scope of Services. AACT shall provide the following services: a.Production of Community Theater i.Ammon Arts Community Theater, Inc. shall produce ____ community theater productions between April 1 and September 31, 2021. The productions shall be open to all residents of Ammon. 4.Budget, IRS Filings, Annual Work Plan, Monthly Record Keeping and Availability of Records. a.Budget. Upon request from the City of Ammon, AACT shall submit a Year-to-Date P&L and Balance Sheet for AACT, which is satisfactory to Ammon showing income, expenses and particular fund balances. AACT shall submit its current Operating Budget to Ammon when such budget has been approved by the AACT Board. This operating budget shall contain sufficient information and detail to permit meaningful review by the public. b.IRS Filings. Upon request from the City of Ammon and after execution of this Agreement, AACT shall submit to Ammon IRS Form 990 and all associated documents for the previous two (2) years of operation. c.Financial Accounting and Reporting Requirements. Upon request from the City of Ammon, AACT shall submit to Ammon a year-end financial statement which shall be prepared in a format that details the expenditure of Ammon funds paid to AACT under the terms of this Agreement. The City may request additional financial information it deems necessary or appropriate to assist the City in f„nknxl ‡mf Ybbˆ„Yb zk !!*M¯ knxYxbnYv „fbz„d ­ !x dˆv Yˆ‡mz„n“fd Ylfx‡ zk the City shall be entitled to inspect and audit all books and records of AACT only for compliance with the terms of this Agreement. In the event the financial report indicates that funds were used for purposes not permitted by this Agreement, AACT shall remit the disallowed amount to Ammon within thirty (30) days of notification by Ammon of such improper expenditures. d.General Requests. Upon request, and within a reasonable time period, AACT shall submit any other information or reports relating to its activities under this Agreement to Ammon in such form and at such time as Ammon may reasonably require. e.Retention of Records. AACT agrees to retain all financial records, supporting documents, statistical reports, client or membership records and contracts, property records, minutes, correspondence, and all other accounting records or written materials pertaining to this Agreement for three (3) years following the expiration or termination of this Agreement. Ammon, at its own expense, may review or audit the financial transactions undertaken by AACT under this -2- Agreement to ensure compliance with the terms and conditions herein with reasonable prior notice and during the normal business hours of AACT. 5.Payments. To receive payments for the services described in Section 3 of this Agreement, AACT may be required by the City Council of the City of Ammon to submit quarterly reports of activities. 6.Record of Funds. In order to insure proper financial accountability, AACT shall maintain accurate records and accounts of all funds received from Ammon, keeping such accounts and records separate and identifiable from all other accounts, and making such accounts and records available to the City during normal business hours, on request of the City. Compliance with this provision does not require a separate bank account for the funds. The funds paid to AACT by Ammon shall be expended solely for operations and activities in conformance with this Agreement. Further, no such funds shall be transferred, spent, loaned or encumbered for other AACT activities or purposes other than for operations and activities in conformance with this Agreement. 7.Miscellaneous Provisions. a.Notices. All notices to be served pursuant to this Agreement or which are served with regard to this Agreement shall be sent by certified mail, return receipt, to the parties at the following addresses: City of Ammon 2135 S. Ammon Rd. Ammon, Idaho 83406 Ammon Arts Inc. dba Ammon Arts Community Theater, Inc. 4290 Birchwood Circle Ammon, ID 83406 All notices of changes of addresses shall be sent in the same manner. b.Termination. The parties hereto covenant and agree that in the event Ammon, in its sole and absolute discretion, lacks sufficient funds to continue paying for !!*M¯ f„nbf ˆxdf„ ‡mn !l„ffwfx‡ª !wwzx wY ‡f„wnxY‡f ‡mn !l„ffwfx‡ without penalty upon thirty (30) days written notice. Upon receipt of such notice neither party shall have any further obligation to the other. In the event of early termination of this Agreement, AACT shall submit to Ammon a report of expenditures authorized by this Agreement as of the effective date of termination. Any Ammon funds not encumbered for authorized expenditures at the date of termination shall be refunded to Ammon within twenty (20) days. c.Independent Contractor. Ammon and AACT hereby agree that the AACT shall perform the Services exclusively as an independent contractor and not as -3- employee or agent of Ammon. The Parties do not intend to create through this Agreement any partnership, corporation, employer/employee relationship, joint venture or other business entity or relationship other than that of independent contractor. AACT, its agents and employees shall not receive nor be entitled to any employment-related benefits from Ammon including without limitation, workers compensation insurance, unemployment insurance, health insurance, retirement benefits or any benefit that Ammon offers to its employees. AACT shall be solely responsible for the payment of all payroll and withholding taxes kz„ Ywzˆx‡ Ynd ‡z !!*M ˆxdf„ ‡mn !l„ffwfx‡ Yxd kz„ !!*M¯ Ywfx‡ kz„ work performed in performance of this Agreement by AACT, its agents and employees; and AACT hereby releases, holds harmless and agrees to indemnify Ammon from and against any and all claims or penalties, including without limitation the 100% penalty, which in any manner relate to or arise from any failure to pay such payroll or withholding taxes. d.Compliance With Laws/Public Records. AACT acknowledges that Ammon is a public agency subject to the Idaho Public Records Act. AACT will communicate with and cooperate with Ammon upon request by Ammon so as to identify, address, potentially disclose, and evaluate exemptions as necessary for records that may be subject to Idaho public records law. e.Non-assignment. This Agreement may not be assigned by or transferred by AACT, in whole or in part, without the prior written consent of Ammon. f.Hold Harmless Agreement. AACT shall indemnify, defend and save and hold harmless Ammon, its officers, agents, and employees, from and against any and all claims, loss, damages, injury or liability, including but not limited to, the misapplication of Ammon funds, state or federal anti-trust violations, personal injury or death, damages to property, liability arising out of the use of materials, concepts, or processes protected by intellectual property rights and liens of workmen and material men, howsoever caused, resulting directly or indirectly from the performance of the Agreement by AACT. g.Entire Contract. This Agreement contains the entire contract between the parties hereto and shall not be modified or changed in any manner, except by prior written contract executed by both parties hereto. h.Succession. This Agreement shall be binding upon all successors in interest of either party hereto. i.No Third Party Beneficiaries. This Agreement shall not create any rights or interest in any third parties. j.Law of Idaho. This Agreement shall be construed in accordance with the laws of the State of Idaho. -4- k.Severability. If any clause, sentence, or paragraph of this Agreement is held by a court of competent jurisdiction to be invalid for any reason, such decision shall not affect the remaining portions, and the parties do now declare their intention that each such clause, sentence, or paragraph of this Agreement is a separate part hereof. l.Preparation of Contract. No presumption shall exist in favor of or against any party to this Agreement as a result of the drafting and preparation of the document. m.No Waiver. No waiver of any breach by either party of the terms of this Agreement shall be deemed a waiver of any subsequent breach of the Agreement. x­!‡‡z„xf¯ 3ff ­ 6x ‡mf ffx‡ fn‡mf„ Y„‡ mf„f‡z n „fƒˆn„fd ‡z „f‡Ynx bzˆx fv ‡z enforce a provision of this Agreement, to recover damages resulting from a breach hereof or if either party defaults in the performance of this Agreement, the prevailing party shall be entitled to recover from the other party all „fY zxYavf Y‡‡z„xf¯ kff nxbˆ„„fd mf„fnx z„ zx YfYv­ o.Conflict of Interest. No officer or director of AACT who has decision making authority either by them self or by vote, and no immediate family member of such individual, shall have a direct pecuniary interest in any contract or subcontract for work to be performed in connection with this Agreement. AACT shall incorporate or cause to be incorporated in all such contracts, a provision prohibiting such interest pursuant to this provision. IN WITNESS WHEREOF, the parties hereto have caused this Contract for Services to be executed on the day and year first written above. CITY OF AMMONAmmon Arts, Inc. dba Ammon Arts Community Theater, Inc. ______________________________________________________________ Sean J. Coletti, Mayor___________________, Director ATTEST:______________________________ Kristina Buchan, City Clerk -5-