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<br />Page 7 of 15 <br />view toward securing this Agreement or securing favorable treatment with respect <br />to any determinations concerning the performance of this Agreement. <br /> <br />B. The Team Members performing the work hereunder have no interest that would constitute a conflict of interest with the Diversion Authority during the term of the Project. This does not preclude or prohibit other Aon employees or representatives <br />from working with other parties who may participate on the Project and have <br />potential or actual adverse interest to the Diversion Authority. <br /> C. This Agreement does not constitute a conflict of interest or default under any of Aon’s other agreements. <br /> <br />D. No suit, action, arbitration, or legal, administrative, or other proceeding or <br />governmental investigation is pending or threatened that may adversely affect Aon’s ability to perform under this Agreement. <br />E. Aon is in compliance with all laws, rules, and regulations applicable to its business, <br />including rules of professional conduct. <br /> F. During the term of this Agreement, Aon must not take any action, or omit to perform any act, that may result in a representation and warranty becoming untrue. <br />Aon must immediately notify the Diversion Authority if any representation and <br />warranty becomes untrue. <br /> G. THIS WARRANTY SHALL BE IN LIEU OF AND EXCLUDES ALL OTHER IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A <br />PARTICULAR PURPOSE OR OTHERWISE. <br /> <br />13. OFFICE SPACE. Aon shall be responsible for provision of all office space necessary to complete its work under the terms of this Agreement. <br />14. WORKING RELATIONSHIP. Aon’s Project Lead shall report to the Diversion <br />Authority’s, Executive Director(s) and Program Management Consultant, CH2M. Aon <br />shall work in close cooperation and coordinate with Diversion Authority’s advisors: John T. Shockley, local counsel; Ashurst, LLP, P3 legal advisor; and Ernst & Young Infrastructure Advisors, financial advisor, under such terms and conditions as may be set <br />from time to time by the Diversion Authority. <br /> <br />15. INDEPENDENT PROFESSIONAL JUDGMENT. Nothing in this Agreement shall be <br />construed to interfere with or otherwise affect the rendering of services by Aon in accordance with the independent professional judgment of each of its employees. Aon <br />shall require its personnel to perform the services rendered in accordance with accepted <br />principals of its industry in the State of North Dakota. Aon personnel are subject to the <br />rules and regulations of any and all licensing and professional organizations or <br />associations to which those personnel may from time to time belong, and the laws and regulations in the State of North Dakota.