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Curtis Collection_Executed Bill of SaleTHE CITY OF DUB UE MEMORANDUM Masterpiece on the ' ississippi BARRY LIND CITY ATTORN Y To: DATE: January 4, 2010 RE: Curtis Collection Mayor Roy D. Buol and Members of the City Council Enclosed for the record is an original fully executed Bill of Sale for the Curtis Collection from Dubuque Cultural Preservation Committee to the Dubuque Museum of Art. BAL:tls Attachment cc: Michael C. Van Milligen, City Manager Cindy Steinhauser, Assistant City Manager Susan Henricks, Library Director F:\ USERS \tsteckle \Lindahl\ Memos\ MayorCouncil_ CurtisCollectionExecutedBiIlofSale _010410.doc OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001 -6944 TELEPHONE (563) 583 -4113 / FAx (563) 583 -1040 / EMAIL balesq @cityofdubuque.org BILL OF SALE For zero consideration and with the intent to make a gift, DUBUQUE CULTURAL PRESERVATION COMMITTEE, an Iowa general partnership ( "Donor "), does hereby give, transfer and assign to the DUBUQUE MUSEUM OF ART, an Iowa nonprofit corporation tax - exempt pursuant to section 501(c)(3) of the Internal Revenue Code of 1986, as amended ( "Donee "), the following described property located in the City of Dubuque, Dubuque County, State of Iowa: The North American Indian, by Edward S. Curtis, 1907 -1930, consisting of 20 illustrated volumes of ethnographic text and over 720 large- format photogravures - complete set of both volumes and portfolios. One (1) Mission -style oak multi -door cabinet specifically designed to store the above. The above collection of 20 illustrated volumes of ethnographic text and over 720 large- format photogravures and cabinet shall be collectively referred to as the "Curtis Collection." Donor hereby covenants with Donee that Donor is the owner of the Curtis Collection, that Donor has good and lawful authority to give, transfer, and assign the Curtis Collection, and that the Curtis Collection is free and clear of all liens, security interests and encumbrances except as may be above stated; and Donor covenants to warrant and defend the Curtis Collection against the lawful claims of all persons except as may be above stated. DONOR HEREBY GIVES, TRANSFERS AND ASSIGNS THE CURTIS COLLECTION IN "AS IS" CONDITION. CERTIFICATION. Donee and Donor each certify that they are not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person" or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are not engaged in this transaction, directly or indirectly, on behalf of any such person, group, entity or nation. Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to my breach of the foregoing certification. RESTRICTIONS AND CONDITIONS RE GIFT: 1. Donee shall not voluntarily encumber, pledge or otherwise grant a security interest in or lien against the Curtis Collection, or any portion thereof; 2. Donee shall not sell or otherwise transfer or convey for consideration 1 (or for no consideration) the Curtis Collection, as it is intended that the Curtis Collection shall be an asset of the Donee for the benefit of the Dubuque area community permanently; 3. If Donee ceases to exist, the Curtis Collection shall be transferred to the City of Dubuque, Iowa, subject to the same terms and conditions as provided herein. Donee shall notify the City of Dubuque, Iowa no less than 60 days prior to the dissolution or other termination of Donee's existence and shall similarly provide such notice upon the occurrence of any event which threatens to terminate the ownership of Donee of the Curtis Collection; 4. Donee agrees to use the Curtis Collection to the best of its ability for public display, educational purposes or to loan the Curtis Collection to other museums subject to it being appropriately insured and transported in a fashion mandated by Dubuque Museum of Art, and always returning to Donee's possession within the stipulated time; and 5. In connection with any public display of the Curtis Collection, Donee agrees to note that it was provided by the Donor, Dubuque Cultural Preservation Committee, an Iowa general partnership, consisting of Dr. Darryl K. Mozena, Jeffrey P. Mozena, Mark Falb, Timothy J. Conlon, and Dr. Randy Lengeling. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as the appropriate gender, according to the context. i.L Dated this 3 © ' day of December, 2009. By alb, Partner By DUBUQUE CULTURAL PRESERVATION COMMITTEE Darryl K. Mozena, MID., Partner Timot; ►'' J. Conlo ' , Par 2 Randy Lenge_ing, M.D., Partner ACCEPTED BY DUBUQUE MUSEUM OF ART, an Iow no. . • fit co oration By r t �.. . tSC0� Its Authorized Representative ACKNOWLEDGED BY THE CITY OF DUBUQUE, IOWA WITH RESPECT TO SECTION 3 ABOVE By Its Authorized Representative Michael C. Van Milligen, City Manager G: \WPDOCS\ SHEILA \DOCS \GKN - BJK \DubCultural Bill of Sale Clean.rtf 3