June 6, Mayor Jonas and City Councilors City of Ketchum Ketchum, Idaho. Mayor Jonas and City Councilors:

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June 6, 2016 Mayor Jonas and City Councilors City of Ketchum Ketchum, Idaho Mayor Jonas and City Councilors: Recommendation to Approve a Memorandum of Understanding and License Agreement Between the

1 June 6, 2016 Mayor Jonas and City Councilors City of Ketchum Ketchum, Idaho Mayor Jonas and City Councilors: Recommendation to Approve a Memorandum of Understanding and License Agreement Between the City, The Sun Valley Center for the Arts, and the Idaho Foundation for Parks and Lands for the Placement of Public Art Introduction/History The city of Ketchum agreed to work with the Sun Valley Center for the Arts on a large-scale public art installation whereby artist John Grade will create a sculpture to first be placed at Craters of the Moon National Monument for the summer of 2016 and then relocated to a property within the Ketchum city limits along the Wood River Trail (bike path). When the sculpture is relocated in Ketchum, the city has agreed to take ownership of it. Current Report The property, on which the Grade sculpture, Spur, will reside, is owned by the Idaho Foundation for Parks and Lands. A Memorandum of Understanding and License Agreement (MOU, attached) was drafted that outlines parameters, roles, and responsibilities between the city, the Sun Valley Center for the Arts, and the Idaho Foundation for Parks and Lands. The MOU s language was approved by legal counsel of all parties, including the city attorney. Financial Requirement/Impact No financial requirement exists regarding the MOU. Recommendation Staff respectfully recommends that City Council approve the 2016 Memorandum of Understanding for the placement of public art in the city of Ketchum between the city, the Sun Valley Center for the Arts, and the Idaho Foundation for Parks and Lands. Recommended Motion I move to approve the 2016 Memorandum of Understanding and License Agreement for the placement of public art in the city of Ketchum between the city, the Sun Valley Center for the Arts, and the Idaho Foundation for Parks and Lands. Sincerely, Jennifer L. Smith Director of Parks & Recreation

2 Memorandum of Understanding and License Agreement This Memorandum of Understanding is made on this day of, 2016, by and between the Idaho Foundation for Parks and Lands, Inc. (IFPL), the City of Ketchum, Idaho (City) and Sun Valley Center of the Arts (The Center) for the purpose of granting a license to the City and The Center to locate John Grade s sculpture, Spur, on property owned by IFPL, and to define the rights and responsibilities of the Parties with respect to the license and the sculpture. IFPL, the City and The Center are sometimes collectively referred to herein as the Parties. WHEREAS, The Center and the City have commissioned artist John Grade to create a sculpture, Spur, in response to Craters of the Moon National Monument and the historic railway system that once brought visitors to the Wood River Valley (the Sculpture ), and both The Center and the City have a shared desire that the Sculpture be placed on long term public display in the City of Ketchum; WHEREAS, the Parties have agreed the optimum site for the Sculpture is on a parcel of land owned by the IFPL, more particularly described on Exhibit A attached hereto (the Property ); WHEREAS, the ownership of the Sculpture will transfer to the City upon its placement on the Property; WHEREAS, the Board of Directors of the IFPL have reviewed the plans for the Sculpture and are in agreement that it will add public value to have the Sculpture placed on the Property; WHEREAS, the Parties have determined a Memorandum of Understanding and License Agreement is necessary to identify the responsibilities of each party related to the placement, maintenance and insurance coverage for the Sculpture. NOW, THEREFORE, THE FOLLOWING TERMS OF THE MOU SHALL APPLY TO ALL PARTIES: 1. Term. The Sculpture shall be placed on the Property for a period of ten (10) years from the date hereof without remuneration to be paid by City or The Center, with an option to renew for an additional ten (10) term which may be exercised only if all Parties hereto agree. 2. License. The IFPL grants a license to the City and The Center for the period set forth in Section 1 herein to allow the City and The Center to locate the Sculpture on the Property for the purpose of public viewing. 3. Insurance and Indemnity. The City will provide liability insurance for the Sculpture which includes property coverage for the Sculpture and general liability coverage for the City s use of the Property. The City hereby agrees to protect, defend, indemnify and hold harmless the IFPL, its members, or agents, from and against any and all liabilities, costs and/or expenses including, without limitation, reasonable attorneys fees, in connection with damages, losses, injuries, and/or death to persons which may be asserted against the IFPL, its members, employees, representatives, and/or agents, arising out of or in relation to the use of the Property by the City, except to the extent (if any) such liabilities, costs or expenses are caused by, arise out of,

3 result from or relate to the IFPL s own negligence or intentional misconduct, or the negligent or intentional misconduct of their invitees. 4. Use of Property by IFPL. This memorandum does not extend to the City and The Center the right to use the surface of the Property to the exclusion of the IFPL, and the City s and The Center s rights under this memorandum are subject to the rights of the IFPL and IFPL s guests, invitees, agents and contractors to use and enjoy the surface of the Property, provided the structural integrity or uninhibited use by the public of the Property for viewing of the Sculpture is not compromised by such activities. 5. Maintenance. The Center and the City will maintain and repair the Sculpture in accordance with the standards outlined and provided by the artist, John Grade, for the period the Sculpture is located on the Property. IFPL shall not be financially responsible for any upkeep, maintenance or supervision of the Sculpture. 6. Marketing and Signage. Any signage or marketing materials created by The Center or the City related to the Sculpture will list the Idaho Foundation for Parks and Lands as a contributing partner to the project. The Parties agree to work together to insure a positive public experience of the Sculpture, contributing to residents and tourists experience, interpretation and enjoyment of Idaho s landscape and history. 7. No Joint Venture. This memorandum neither creates a partnership nor a joint venture, and no party has the authority to bind any of the other parties. 8. Recreational Immunity. The Parties expressly reserve and preserve the limitation of landowner liability contained in Idaho Code , which shall apply in all cases in which the Property is used by invitees, including members of the public, who shall not be charged a fee to use or enter the Property. 9. Removal of Sculpture. At the end of the ten (10) year term, unless an additional term is agreed to, the City and The Center shall promptly remove or cause to be removed the sculpture from the Property. The Property shall be restored to the condition it was in prior to the placement of the sculpture. 10. Governing Law. This memorandum shall be construed in accordance with the laws of the state of Idaho. 11. Authority. Each party represents to the other that it has authority to execute this memorandum and to perform all of the terms and conditions required of them as provided under this memorandum. City of Ketchum, 5/31/16, Page 2 of 4

4 Made and entered into this day of June Idaho Foundation for Parks and Lands, Inc. Don K. Weilmunster, President Jan Johns, Executive Director Sun Valley Center of the Arts Tim Wolff, President Kristin Poole, Artistic Director City of Ketchum Suzanne Frick, City Administrator Attest: Robin Crotty, Interim City Clerk City of Ketchum, 5/31/16, Page 3 of 4

Exhibit A The Property Parcel Number = RPK4N180190780 Owner1 = IDAHO PARK

Lgl_Desc1 = KETCHUM Lgl_Desc2 = FR SENW TL 2033, TL 2034 Lgl_Desc3 = SEC 19

5 Exhibit A The Property Parcel Number = RPK4N Owner1 = IDAHO PARK FOUNDATION INC Mail_Adrs1 = 5657 WARM SPRINGS AVE BOISE ID Lgl_Desc1 = KETCHUM Lgl_Desc2 = FR SENW TL 2033, TL 2034 Lgl_Desc3 = SEC 19 4N 18E (HOLD) Lgl_Desc4 = EXEMPTION APP REC 2015 AG OK City of Ketchum, 5/31/16, Page 4 of 4

PERMANENT EASEMENT AGREEMENT

PERMANENT EASEMENT AGREEMENT THIS PERMANENT EASEMENT AGREEMENT ( Agreement ) is made and entered into this day of, 2016 ( Effective Date ), by and between Staker & Parson Companies, a Utah corporation