AGREEMENT TO RELOCATE

GAS DISTIUBUTION FACILITIES

THIS AGREEMENT entered into this ____ day of _____________, 2006 between Kansas Gas Service Company, a division of ONEOK Inc., an Oklahoma Corporation, First Party and The City of Overland Park, Johnson County, Kansas, a municipal corporation, Second Party:

WITNESSETH:

WHEREAS, First Party serves natural gas at	in Overland Park, Kansas, and

WHEREAS, Second Party desires that First Party relocate a portion of its natural gas distribution facilities for the purpose of constructing	; and

WHEREAS, First Party is willing to relocate such facilities if Second Party pays the actual costs thereof.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, it is mutually agreed as follows:

The estimated cost of the relocation of the following natural gas distribution facilities:

, which are owned by First Party is	and zero/dollars ($.00).

2.	Second Party agrees to pay to First Party $	.00. Fifty percent (50%) of said amount shall be held by First Party as a partial payment for the relocation work described herein. First Party shall not be required to commence such relocation work until the partial payment called for herein has been paid to First Party.

Second Party agrees to be responsible for the acquisition and expense of additional easements, if necessary, for the relocation work described herein. The easements shall be executed on First Party’s Grant of Right of Way form. If possible, the natural gas distribution facilities shall be located in public right-of-way.

First Party shall be entitled to receive additional partial payments from the Second Party after the First Party has completed 60-percent, 70-percent, 80-percent, and 90-percent of the relocation work. Second Party agrees to pay to First Party within thirty (30) days of mailing the amount of such bill submitted herein.

Following the completion of the relocation work, First Party will determine the actual cost of the relocation. First Party will thereafter apply the partial payment previously received by it against such total cost and shall bill Second Party at the address shown below for the actual cost less the partial payment previously received. Second Party agrees to pay to First Party within thirty (30) days of mailing the amount of such final bill submitted herein.

6.	Unless previously condemned by the Second Party, the First Party hereby agrees to disclaim, by separate instrument, those parts of its easements originally granted and recorded in the following documents in the office of the Register of Deeds of Johnson County, Kansas, which lie within the expanded right-of-way acquired by the Second Party and as shown on the project plans:

Full Disclaimer:	Partial Disclaimer:

Vol	Page	Vol	Page

7.	The Second Party may, in the future, require the First Party to again relocate its facilities to other areas within the expanded street right-of-way to avoid conflict with any future road improvements by the Second Party. In such event, if the facilities originated within private First Party easements, the entire cost of any such future relocation shall be borne by the Second Party and the First Party shall account to the Second Party for all of its relocation costs.

8.	The terms “relocate” or “relocation” as used herein shall be deemed to include the words, “rebuild,” “rebuilding,” “alter,” “alteration,” “remove,” “removal,” and the term “or otherwise change.”

9.	This agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed the day and year first above written.

Kansas Gas Service Company

ATTEST:	First Party

By: Joe Diskin

Title:

11401 West 89th

Overland Park, KS 66214

City of Overland Park

APPROVED AS TO FORM:

By:

Tammy M. Owens	Title:

Senior Assistant City Attorney	Second Party

8500 Santa Fe Drive

Overland Park, KS 66212

CONTRACT TO RELOCATE

Alison Brantly

2006-10-31

Joe Archer

City of Overland Park