2. Flood diversion-Joint WRD/Fargo JPA second amendment

Second Amendment to Joint Powers Agreement City of Fargo Cass County Joint Water Resource District County of Cass Page 4 4. Reimbursement. Under the NDJPA and the First Amendment, Fargo and Cass County agreed to reimburse the Joint Board for costs and fees associated with the Joint Board's efforts to obtain the requisite rights of entry and right of way regarding the Project. The parties wish to amend the NDJPA and the First Amendment to utilize and apply the same reimbursement terms regarding the Joint Board's obligations under this Second Amendment. More specifically, Fargo and Cass County agree to equally compensate and reimburse the Joint Board for its reasonable costs and fees associated with, or incurred in, obtaining the requisite rights of entry and right of way regarding both the Project and the OHB Levee; developing and creating a special assessment district; and managing and constructing the OHB Levee. On a monthly basis, the Joint Board will provide Fargo and Cass County with written notices of the Joint Board's reasonable costs and fees associated with, or incurred in, performing its obligations under the NDJPA, the First Amendment, and this Second Amendment, along with copies of all bills and invoices received by the Joint Board. Fargo and Cass County will each provide 50% payment to the Joint Board for the Joint Board's reasonable costs and fees within 60 days from the date of each written notice. The parties may submit statements of all costs, fees, and expenses to the Diversion Authority for review and, in turn, to the Corps for purposes of establishing the amount of credit, if any, that may be applied toward the non-federal sponsors' share of project costs. 5. Term. The parties' obligations under this Second Amendment will commence on the date the parties execute this Agreement. The parties may only terminate the NDJPA, the First Amendment, or this Second Amendment upon mutual agreement of all three parties. Any termination of the NDJPA, the First Amendment, or this Second Amendment will be without prejudice to any obligations or liabilities of any party already accrued prior to termination. Unless terminated by mutual agreement of the parties, the NDJPA, the First Amendment, and this Second Amendment will automatically terminate following construction of the OHB Levee and the Project and following the requisite reimbursements to the Joint Board. 6. Assignment. None of the parties may transfer or assign this Second Amendment, the NDJPA, the First Amendment, or any rights or obligations under any of the three documents without the express written consent of the other parties. 7. Amendments. Any modifications or amendments to the NDJPA, the First Amendment, or this Second Amendment must be in writing and signed by all parties. 8. Interpretation. This Second Amendment will be construed as if all three parties prepared it. (Signatures appear on the following pages.)