LETTER FORM OF AGREEMENT

LETTER OF AGREEMENT — INTERPRETIVE PLANNING AND DESIGN

This Design Agreement is by and between:

City of Lawrence/Destination Management Inc. (“Client”)

P.O. Box 526

Lawrence, KS 66044

and

Eisterhold Associates Inc (“EAI” or the “Designer”)

19310 NW Farley-Hampton Road

Kansas City, MO 64153

1. The Project. EAI shall serve as a museum planning and design consultant and will deliver museum exhibit planning and design services to DMI for interpretive master planning for the “Freedoms Frontier” visitor center to be located in the renovated Carnegie Library building at 9^th & Vermont, Lawrence KS.

2. Authorized Representatives. Judy Billings, President and CEO of DMI, shall be the representative of the Client for purposes of this Agreement; and Gerard Eisterhold shall be the representative of the Designer. Such representatives shall deliver all consents, authorizations, and notices contemplated by this Agreement on behalf of their respective organizations.

3. Scope of Services. The Scope of services is detailed in that Proposal to provide Exhibit Design and Planning Services, dated 4/15/2010, as amended in the attached Exhibit A. Current scope and fee are for Schematic Design only: work for any further phases will proceed after formal authorization by the Client, approval of the work of the previous phase, and verification that sufficient funds are in place for the work. If scope is added or funding or approvals are delayed, the subsequent schedule will be adjusted accordingly.

4. Fees and Expenses. Scope and Fees for the work phases are identified in Exhibit A. Progress billing shall be made monthly, based on a percentage of the work completed. Payments will be made within 20 days of receipt of invoice. The Client will further reimburse the Designer for all reasonable out-of-pocket expenses incurred in support of the project, including: travel and lodging, communications, and pre-approved outside services, excluding standard office supplies.

5. Change of Scope. During the course of the Project, the Client may direct that changes be made to increase or decrease the Scope of Work during this Agreement. In such an event, the Designer shall be entitled to an equitable adjustment for all costs associated with increases in Scope of Work and shall also be entitled to an extension of the contract period. Conversely, the Client shall be entitled to an equitable adjustment for any decrease in the Scope of Work that permits the Designer to perform the Project for less than the anticipated fees. The Designer shall have no responsibility to perform any such directives by the Client until such directives are agreed upon as to price and contract time extension and executed by both parties.

6. Term and Termination. This Agreement may be terminated with or without cause by either party upon thirty (30) days written notice. Upon termination by either party, the Client will immediately remit full payment for all services rendered by the Designer prior to the date of such termination, together with reimbursement for all costs incurred prior to date of termination. Upon termination by the Client, the Client also will immediately remit payment for such costs as may reasonably be incurred in closing out performance under such termination.

7. Documents and Copyright. Copies, including reproducible copies, of documents produced by the Designer and submitted to the Client pursuant to this Agreement (the “Documents”) shall remain the property of the Designer. Upon payment for the services hereunder, the Documents may be used only in connection with construction, fabrication, and procurement of the Project. If the Client uses the Documents without the participation of the Designer in the manner and to extent contemplated by this Agreement, then the Client shall release, indemnify, and hold harmless the Designer from and against all costs, claims, and liability arising out of such use. All document deliverables will be duplicated by the Designer and placed in the physical possession of the Client. The copyright in all of the Documents shall remain with the Designer, provided that the Client shall, upon payment to the Designer for producing the said documents, have an irrevocable, nontransferable, nonexclusive license to copy the said documents for the uses permitted to the Client hereunder.

8. Degree of Care. The Designer shall exercise the same degree of care, skill, and diligence in the performance of the services under this Agreement as is ordinarily possessed and exercised by a professional designer under similar circumstances. No other warranty, express or implied, is included in this Agreement or in any drawing, specification, report, or opinion produced to this Agreement.

9. Limitation of Liability. To the fullest extent permitted by law, the Designer shall not be liable to the Client for any special, indirect, or consequential damages resulting in any way from the performance of its obligations pursuant to this Agreement. Further, Designer’s total liability for all claims, losses, damages, and expenses resulting in any way from the performance of the services under this Agreement shall not exceed the total compensation received by the Designer under this Agreement.

10. Arbitration. All claims, disputes, and other matters in question between the Client and the Designer arising out of or relating to this Agreement or the breach thereof shall be decided first by private negotiation, then formal mediation, and finally by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No additional parties shall be joined to such arbitration without the mutual written consent of the Client and the Designer. Any arbitration demand shall be made within a reasonable time and in no event after the expiration of the applicable contract statute of limitations. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. In the event any dispute is not resolved through negotiation or mediation (for which each party agrees to bear its own costs and attorneys’ fees) and the dispute is resolved by arbitration, the arbitration award shall include an award of the prevailing party’s attorneys’ fees and costs.

11. Acknowledgements. In the appropriate setting, such as public statements, brochures, and releases, the Client agrees to identify the Designer as having performed Exhibit Design Services.

12. Force Majeure. The Designer shall not be considered in default of this Agreement for delays in performance caused by circumstances beyond the control of the Designer. Such circumstances include, but are not limited to: abnormal weather conditions, floods, earthquakes, fire, epidemic, war, riots, and other civil disturbances, strikes, lockouts, work slowdowns, and other labor disturbances, sabotage, judicial restraint, and inability to procure permits, licenses, or authorizations from any local, state or federal agency having jurisdiction over the project or any other event beyond the control of the Designer or beyond the control of Designer’s consultants or agents.

13. Agreement. This Agreement and its exhibits constitute the entire and integrated agreement between the parties with respect to the subject matter thereof. Neither party shall assign this Agreement without the prior written consent of the other. It is binding upon each party, its successors, assigns, and legal representatives. It may be amended only by written instrument signed by both parties.

This Agreement has been entered into as of the _____day of __________, 20 ____.

City of Lawrence/Destination Management, Inc. Eisterhold Associates Inc

By: By: __________________________________

Dave Corliss Gerard L. Eisterhold

Title: City Manager Title: President

Date: Date: __________________________________