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Upon completion of the Company's analysis and report to the satisfaction of <br />Company, and payment by Customer of all outstanding costs and expenses <br />incurred by Company in the performance of the Work, the Company and the <br />Customer may negotiate in good faith and execute, as applicable, a relocation <br />agreement ( "Relocation Agreement ") to define the rights and responsibilities of <br />each Party regarding the relocations, modifications or new construction of <br />transmission facilities to accommodate the Customer's Sage Creek Mine project. <br />The Relocation Agreement is anticipated to address, among other things, the <br />construction and financial responsibilities of the Company and the Customer to <br />engineer, design, procure, and construct all areas, equipment, facilities or <br />upgrades which are necessary to support the Customer's Sage Creek Mine <br />project. <br />Notwithstanding that the Relocation Agreement has not yet been entered into by <br />the Parties, the Customer, in an effort to expedite the completion of the study and <br />transmission facilities engineering analysis of the Work prior to the negotiation <br />and execution of a Relocation Agreement, Customer wishes to have the <br />Company commence the Work in the same way that Company would be required <br />to do if a Relocation Agreement were in effect. Company is willing to commence <br />such Work subject to the restrictions set forth herein, and subject to the <br />Customer's agreement to prepay the Company for all estimated costs and <br />expenses to be incurred by the Company in performing the Work in an amount of <br />The Customer will release to Company a pre - payment of forty -five thousand <br />dollars (the "Pre- Payment ") in order to provide financial security to <br />Company for the Work to be completed in advance of an executed Relocation <br />Agreement. Company is willing to proceed with the Work expressly contingent <br />upon the following terms and conditions: <br />1. Upon execution of this Notice to Proceed and receipt of the Pre - Payment, <br />Company will proceed with the Work to facilitate the study and <br />transmission facilities design analysis. <br />2. Company will assign the Pre - Payment to a project account (the "Project <br />Account ") and will draw from the Project Account as the Work <br />progresses. <br />3. At any time that Company projects that all monies in the Project Account <br />will be drawn under the terms of this Notice to Proceed before a definitive <br />Relocation Agreement for the Company transmission facilities has been <br />executed, and additional monies are required to continue Company's <br />portion of the Work ( "Additional Funds "), the Company will stop all <br />work and notify Customer in writing of the amount of such Additional <br />Funds required. Upon agreement by Customer to continue the Work an <br />