GOVERNMENT RECORDS TRANSFER AND DEPOSITORY AGREEMENT THIS AGREEMENT is made and entered into on this day of , 2020 by and among the CITY OF MINNEAPOLIS, a Minnesota municipal corporation, acting through its Office of City Clerk (the “City”), the MINNESOTA HISTORICAL SOCIETY, a Minnesota constitutional corporation or entity (the “MNHS”), and REGENTS OF THE UNIVERSITY OF MINNESOTA, a Minnesota constitutional corporation, acting through its University Libraries, John R. Borchert Map Archives (the “University of Minnesota Libraries”). WHEREAS, the City owns approximately 330 maps and drawings from the 1880s to the present (the “Maps”) and approximately 40 atlas volumes (the “Atlases”) representing various aspects of the City of Minneapolis; and WHEREAS, the City, MNHS, and the University of Minnesota Libraries all agree that the Maps and Atlases are a valuable historical information resource, should be maintained in the State Archives, and are eligible to be transferred to the University of Minnesota Libraries which can preserve and provide access to the Maps and Atlases ; and WHEREAS, the volume of the Maps and Atlases exceeds the capacity of the City for display, storage and preservation at the City facilities; and WHEREAS, pursuant to Minnesota Statutes, Sections 138.161 through 138.25, the MNHS is charged with administering the State Archives and may direct the storage of government records; NOW, THEREFORE, the City, the University of Minnesota Libraries and MNHS agree as follows: Section 1. Purpose. The purpose of this Agreement is to effect the transfer by the City of the Maps and Atlases which are described on Exhibit A and the Atlases which are described in Exhibit B, attached hereto and incorporated herein, to the University of Minnesota Libraries under the statutory authority of the MNHS. Section 2. Custody, Ownership, Reproduction, and Use. The City shall transfer custody of its Maps and Atlases to the University of Minnesota Libraries to be retained and managed in accordance with the requirements of Minnesota Statutes, Section 15.17 and Section 138.17. A. Custody and Ownership. Actual custody and ownership of the Maps and Atlases is hereby transferred by the City to the University of Minnesota Libraries subject to the terms and conditions of this Agreement upon the signing of this Agreement by the City, MNHS, and the University of Minnesota Libraries and receipt by the 1 University of Minnesota Libraries of the Maps and Atlases. If the Maps and Atlases are delivered in portions, ownership by the University of Minnesota Libraries of each portion shall become effective upon its receipt of that portion. B. Cataloging, Reproduction and Storage (i) The University of Minnesota Libraries will create catalog records for all of the Maps and Atlases and store all of the Maps and Atlases in the media in which they are received. (ii) The University of Minnesota Libraries will digitally scan select Maps and Atlases and provide copies of such scans to the City. C. Reversion of Custody and Ownership. The University of Minnesota Libraries shall not transfer custody and ownership of the Maps and Atlases to another institution or entity without providing notice to and receiving authorization from the City and from the MNHS. If the University of Minnesota Libraries seeks to relinquish custody of the Maps and Atlases and its depository rights, it shall so notify the City and the MNHS in writing. Within ninety (90) days of receiving such a notice, the City and the MHS shall advise the University of Minnesota Libraries, in writing, as to the disposition of the Maps and Atlases. Section 3. Public Use. The Maps and Atlases will be available for public use during normal business hours, and access to the Maps and Atlases will be provided. Section 4. Storage. The University of Minnesota Libraries acknowledges that the Maps and Atlases will be placed in a storage area that meets archival storage guidelines recommended by the MNHS. Section 5. Display. The Maps and Atlases may be used by the University of Minnesota Libraries for display purposes, provided that standard security precautions are taken and followed in regard to the display. Section 6. Release of Ownership Interest. The parties to this Agreement do mutually agree and acknowledge that the City does relinquish to the University of Minnesota Libraries all rights and ownership interest in the Maps and Atlases. Section 7. Reproduction of Records. The City agrees that the Maps and Atlases or any part thereof may be reproduced by the University of Minnesota Libraries for any purpose without compensation or any additional authorization from the City. 2 Section 8. Costs. The City shall pay no costs associated with the storage, management or retrieval of the Maps and Atlases. The City shall also pay no cost to the University of Minnesota Libraries for any scanned electronic copies of the Maps and Atlases that are delivered to the City. The University of Minnesota Libraries, in accepting custody, care, ownership and control of the Maps and Atlases, accepts no liability related to the condition, completeness, maintenance and use of the records; the University of Minnesota Libraries accepts only the costs related to the physical storage of the Maps and Atlases as an archival repository. Section 9. Guidelines. The University of Minnesota Libraries and the City agree to follow all guidelines issued by the State of Minnesota Records Disposition Panel and the MNHS governing the disposition of government records to other repositories. Section 10. Notices. All notices unless waived by one or more parties to this Agreement shall be delivered by U.S. mail first class postage prepaid to the following addresses: CITY: City of Minneapolis Office of the City Clerk City Hall, Room 304 350 South 5th Street Minneapolis, Minnesota 55415 Attention: Casey Joe Carl (612) 673-3765 MHS: Minnesota Historical Society State Archives Department 345 Kellogg Boulevard West St. Paul, Minnesota 55102-1906 Attention: State Archivist (651) 259-3260 University of Minnesota Libraries: University of Minnesota Libraries John R. Borchert Map Archives S-76 Wilson Library 309 19th Avenue South Minneapolis, Minnesota 55455 Attention: Ryan Mattke, Director (612) 624-5757 3 Section 11. Miscellaneous. A. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. B. Assignment. This Agreement shall not be assigned by any party without the prior written consent of the other parties, which consent shall not be unreasonably withheld. C. Section Headings. The section headings used in this Agreement are for convenience or reference only and shall not be deemed to vary the content of this Agreement or its covenants, agreements, representations and warranties or limit the provisions or scope of any section. D. Cooperation. It is further agreed that each party to this Agreement shall work cooperatively to assure the continued preservation of the Maps and Atlases. E. Entire Agreement. The entire Agreement between the parties is contained herein and supersedes any and all oral agreements and negotiations between the parties relating to the subject matter of this agreement. F. Amendments. Any amendment to this Agreement must be in writing and shall not be effective until it is executed and approved by the authorized representative of both parties. G. Liability and Indemnity. Each party to this Agreement shall be responsible for its own negligent acts and omissions and shall have no liability for the negligent acts or omissions of the other party. H. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. CITY OF MINNEAPOLIS By Casey Joe Carl Approved as to form Its City Clerk Dated: Assistant City Attorney Finance Officer or Designee 4 MINNESOTA HISTORICAL SOCIETY REGENTS OF THE UNIVERSITY OF MINNESOTA By By Its Lisa German University Librarian and Dean Dated: Dated: 5 EXHIBIT A ID # Title Date Source Description Dimensions Northern Pacific Plans Northern Pacific The complete bridge map for 1001 for New line Around U July 11, 1922 Railroads/ Co. City 22 x 34 planned construction of M Engineer City of Minneapolis Neighborhoods color-coded by 1002 Residential Paving 1983-1988 P. Daugherty 22 x 34 the year having happened Program Map Showing March 13, Shows single-family duplex, City Planning 1003 Distribution of New 1923 - April stores, industry, stores with 40 x 67 Commission buildings 13, 1923 residence and churches Displays old November 19, 1004 City of Minneapolis N/A neighborhoods/industrial areas 24 x 35 1971 in Minneapolis January 1, City Engineers Shows traffic signals, stop signs, 1005 Street Traffic 27 x 10 1960 Office and one way danger signs Tunnel plan from new mines University of building to shops/storehouse Proposed Tunnel to October 16, 1006 Minnesota - City building. Includes letter to 15.5 x 27 New Shops Storehouse 1960 Engineer engineer and plans for the building. Maps of Mississippi Shows Mill Ponds, concrete dike 1007 River at Falls of St. 1875 Mels Mill Co. built in 1874, Minneapolis 40 x 49 Anthony Wagon co., and limestone ledge Cash and Carry, and Ice Shows ice stations in each ward 1008 March, 1929 N/A 23 X 35 Stations by Wards and route stations University of Labeled buildings for 1009 Minnesota Main N/A N/A 41.5 X 56.5 departments Campus City Engineer's 1010 Garbage Districts 1910 Shows all 31 numbered districts 17 x 27.5 Office 24th