FIRST AMENDMENT TO LICENSE AGREEMENT

THIS FIRST AMENDMENT TO LICENSE AGREEMENT is made this ____ day of July, 2015, by and between the City of Lawrence, Kansas, a municipal corporation, and Larsen & Associates, Inc., a Kansas corporation.

RECITALS

A.      On April 7, 2015, the City of Lawrence, Kansas ("the City"), a municipal corporation and Larsen & Associates, Inc. ("Larsen"), a Kansas corporation entered into a License Agreement whereby, in accordance with the terms of that agreement, Larsen was licensed to place and install, within the City's rights of way, two monitoring wells to assess groundwater and soil contamination in the vicinity of 23rd Street and Naismith Drive, Lawrence, Kansas;

B.      Larsen now wishes to place and install within the City's rights of way two additional monitoring wells, for a total of four monitoring wells, to assess groundwater and soil contamination in the vicinity of 23rd Street and Naismith Drive (a map showing the location of the proposed monitoring wells is affixed hereto as Exhibit B and is incorporated herein by reference); and

C.      The City desires to assist the KDHE, which has contracted with Larsen for the groundwater and soil assessment, and Larsen in performing the environmental assessment, and has approved the proposed placement of four monitoring wells within the City's Right of Way, contingent, among other things, upon the execution of this First Amendment to License Agreement and compliance with the terms of the License Agreement, as amended hereby.

TERMS

NOW, THEREFORE, in light of the mutual promises and obligations contained herein, and in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1.       Grant of License. In exchange for the sum of one dollar and no cents ($1.00) and for other good and valuable consideration, the City hereby grants to Larsen the non-exclusive license, right, privilege, and permission (“the License”) to use, in common with others, those portions of the City's Right of Way on which the four monitoring wells will be located for the purpose of performing an environmental assessment of the groundwater and soil in that area. (The location of the monitoring wells is shown on the map affixed hereto as Exhibit B, which map is incorporated herein by reference).

2.       Authorization. The persons executing this First Amendment to License Agreement, in behalf of their respective parties, represent and warrant that they have the authority to bind the party in behalf of whom they have executed this License Agreement, and that all acts requisite to that authorization have been taken and completed.

3.       Amendments to License Agreement. Section 1 and Exhibit A of the License Agreement are hereby superseded by Section 1 and Exhibit B of this First Amendment to License Agreement, it being the intent of the parties that Section 1 and Exhibit B of this First Amendment to License Agreement shall control. The parties also agree that if there is any other inconsistency between the terms of this First Amendment to License Agreement and the License Agreement, then the terms of this First Amendment shall control. All other terms of the License Agreement are unmodified and shall remain in full force and effect.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

          IN WITNESS WHEREOF, the undersigned have caused this First Amendment to License Agreement to be executed as of the date noted above.

CITY:

CITY OF LAWRENCE, KANSAS, a municipal corporation

________________________________

DIANE STODDARD

Interim City Manager

ACKNOWLEDGMENT

THE STATE OF KANSAS               )

                                                )        ss:

THE COUNTY OF DOUGLAS         )

BE IT REMEMBERED, that on this ____ day of __________, 2015, before me the undersigned, a notary public in and for the County and State aforesaid, came Diane Stoddard, as Interim City Manager of the City of Lawrence, Kansas, who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.

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

                                                                   ________________________________

                                                                   Notary Public

My Appointment Expires:

LARSEN:

LARSEN & ASSOCIATES, INC., a Kansas corporation

________________________________

DONALD BEEMER

CFO

ACKNOWLEDGMENT

THE STATE OF KANSAS               )

                                                )        ss:

THE COUNTY OF DOUGLAS         )

BE IT REMEMBERED, that on this ____ day of __________, 2015, before me the undersigned, a notary public in and for the County and State aforesaid, came  Donald Beemer, CFO for Larsen & Associates, Inc., a Kansas corporation, who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.

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

                                                                   ________________________________

                                                                   Notary Public

My Appointment Expires: