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<br />Page 1 of 15 <br />PROFESSIONAL SERVICES AGREEMENT <br />THIS AGREEMENT (the “Agreement”) is made as of July 1, 2016, by and between the <br />Metro Flood Diversion Authority (“Diversion Authority”) and Aon Risk Services Central, Inc. (“Aon”) (collectively, the “parties”). <br /> WHEREAS, the Diversion Authority and the United States Army Corps of Engineers <br />(“USACE”) have completed significant work in readying the Fargo-Moorhead Metropolitan <br />Area Flood Risk Management Project (the “Project”) for implementation; and WHEREAS, using a Split Delivery Method, the multiple Project features will be split <br />into those implemented by the Diversion Authority and those implemented by the USACE, with <br />the Diversion Authority delivering the majority of the Diversion Authority’s features through a <br />Public-Private Partnership (“P3”) delivery method; and WHEREAS, the portions of the Project that the Diversion Authority will implement <br />through a P3 are collectively referred to as the Diversion Channel and Associated Infrastructure <br />Work Package (“DCAI WP”); and <br /> WHEREAS, the Diversion Authority has selected Aon to provide the Diversion Authority advice and support regarding the P3 insurance, performance security, and risk issues <br />related to the Project, including assistance in the drafting and negotiating of agreements for the <br />DCAI WP; and <br /> WHEREAS, the Diversion Authority desires to enter into a professional services agreement with Aon and retain Aon to provide risk management and advisory services to the <br />Diversion Authority commencing on July 1, 2016. <br /> <br /> NOW THEREFORE, it is agreed by and between the parties as follows: 1. EMPLOYMENT. The Diversion Authority hires Aon, which accepts the hiring with the <br />Diversion Authority pursuant to this Agreement. <br /> <br />2. SCOPE OF DUTIES. Aon shall provide risk management advisory services to the Diversion Authority for insurance, performance security requirements and risk management services in conjunction with the Diversion Authority’s portion of the <br />Project. Aon shall furnish all services and labor necessary to conduct and complete the <br />services described herein. Aon’s items of work may include, but are not limited to, the <br />following items, as appropriate for the Project: <br /> A. Provide insurance, performance security, and risk management advice as requested <br />regarding matters affecting, or that could potentially affect, the Project. <br /> <br />B. Participate in presentations, briefings, and reporting to the Diversion Authority <br />Board and other decision making bodies.