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Diversion Authority/NuStar - Pre-NDPSC Application Work Payment Agreement 68892716 - Page 2 <br />WHEREAS, in order to potentially be in a position to complete the Relocation Project <br />within the 2020 construction season as indicated by the Diversion, the Application-Related Work <br />needs to be completed during the 2019 survey season so that the CCC/RP application may be filed with the NDPSC, and the NDPSC process completed, and any other necessary permits, approvals, and/or authorizations obtained, in time for NuStar to do the Relocation Project work in the 2020 construction season; <br />WHEREAS, NuStar is willing to undertake the Application-Related Work before the MOU is finalized, provided that the Diversion Authority agrees to reimburse NuStar for the costs of the Application-Related Work Expenses whether incurred directly by NuStar or by NuStar’s contractors and/or counsel; <br />WHEREAS, the Diversion Authority understands and acknowledges that the time periods stated herein are aspirational in nature; <br />WHEREAS, the Diversion Authority understands and acknowledges that the timing of <br />the Relocation Project is not within NuStar’s sole control and NuStar does not, by entering into <br />this Agreement, commit to completing the Relocation Project during the 2020 construction season or otherwise; <br />WHEREAS, the Diversion Authority understands and acknowledges that, depending <br />upon the Diversion Authority’s decision as to the location for the Diversion, including but not <br />limited to Drain 14, and/or the specifications for the Relocation Project, NuStar may not presently have the land rights necessary to complete the Relocation Project and may be unable to obtain those land rights at all or at an early enough date for NuStar to commence and/or complete the Relocation Project work in the 2020 construction season; <br />WHEREAS, the Diversion Authority agrees that it will reimburse NuStar for the Application-Related Work Expenses, including such Application-Related Work Expenses as NuStar has already incurred in coordination with the Diversion Authority and/or its representatives with respect to the Relocation Project; <br />WHEREAS, this Agreement shall not create an obligation for NuStar to complete the Relocation Project until at least such time as (a) the same is approved by NuStar’s management and, if required, the Board of Directors of NuStar GP, LLC, the general partner of the general partner of NuStar Energy L.P., which wholly owns NuStar, and (b) execution of the MOU; and <br />WHEREAS, the Parties desire to memorialize the agreement for the Diversion Authority to pay NuStar for the Application-Related Work. <br />NOW, THEREFORE, for and in consideration of the mutual agreements hereinafter set <br />forth, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: