LIMITED LICENSE AND HOLD HARMLESS AGREEMENT

            This agreement, entered into on ______, day of _______, 2004, between Lawrence Masonic Building Company (hereinafter referred to as “Masonic Building”), and the City of Lawrence, a municipal corporation under the laws of the State of Kansas, (hereinafter referred to as “City”).

IN CONSIDERATION OF THE MUTAL COVENANTS AND PROMISES HERETO,  MASONIC BUILDING AND THE CITY AGREE AS FOLLOWS:

1.      Masonic Building is the owner of the property identified as Lot 93 Massachusetts Street, in the townsite of the Lawrence, Kansas, commonly addressed as 1001 Massachusetts at the southwest corner of Massachusetts and 10^th Street, Lawrence, Kansas.

2. The City is the owner of the public right-of-way adjacent to the property described in Section 1, including the public right-of-way and sidewalk area under which Masonic Building has occupied and used a basement area.

3. The City agrees to allow the use and occupancy of the basement area in the public right-of-way pursuant to the provisions of this limited license and pursuant to other applicable laws, including all City laws governing land use.

4. Masonic Building agrees to indemnify, defend, and hold free and harmless, the City of Lawrence, and each of its members, agents, servants, employees, officers, and directors, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs, and expenses including, but not limited to, attorney fees, reasonable investigative and discovery costs, and court costs, which in any manner may arise or be alleged to have arisen, or resulted, or alleged to have resulted, from the presence, activities, and uses of any nature  of the undersigned Masonic Lodge, its agents, servants, invitees, patrons or employees, on the space beneath the sidewalk on the above described property.

5.   Masonic Building shall have the sole responsibility of maintenance and loss of property  for the above described space.  The use of the space is and shall remain in a “as-is” condition, the City making no covenant or claim of useablity, suitability, safety for any use.  Masonic Lodge shall not create or maintain a hazardous condition or use in the above described property.

6.   The above parties do hereby acknowledge that the above described area beneath the sidewalk is within the public right of way and Article 16, Section 802 of the City Code provides that the City has the right to make immediate use of a public right of way.

The City of Lawrence shall have the right to terminate this license agreement at any time.  This agreement may not be transferred without the written permission of all parties.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed and made effective as of the date set out above.

LAWRENCE MASONIC BUILDING COMPANY

____________________________________________________________

LAWRENCE MASONIC BUILDING COMPANY

STATE OF KANSAS             )

COUNTY OF DOUGLAS      )

BE IT REMEMBERED, that on this _____ day of _________, 2004, before me, the undersigned, a Notary Public in and for the County and State aforesaid came ___________ who is personally known to me to be the same person who executed the within and foregoing instrument of writing, and duly acknowledged the execution of the same.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

                                                                        __________________________   Notary Public

My Commission Expires:          ____________________       

CITY OF LAWRENCE, KANSAS

____________________________________________________________

MIKE WILDGEN, CITY MANAGER

STATE OF KANSAS             )

COUNTY OF DOUGLAS      )

BE IT REMEMBERED, that on this _____ day of _________, 2000, before me, the undersigned, a Notary Public in and for the County and State aforesaid came Mike Wildgen who is personally known to me to be the same person who executed the within and foregoing instrument of writing, and duly acknowledged the execution of the same.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

                                                                                                                                                                                                                                    __________________________

                                                                                            Notary Public

My Commission Expires:          ____________________