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2 <br /> <br /> WHEREAS, Fredrikson & Byron currently serves as counsel for the Authority for Minnesota <br />government relations services, such as lobbying, monitoring Minnesota legislative activities, and developing and maintaining working relationships with Minnesota legislators and policy makers; and <br /> WHEREAS, Fredrikson & Byron has expressed interest in representing a Developer <br />throughout the Developer Procurement; and <br /> WHEREAS, due to the potential for competing interests as a result of Fredrikson & Byron representing a Developer, as well as serving as counsel for the Authority for lobbying activities, the <br />Authority and Fredrikson & Byron desire to establish an ethical wall and framework that will protect <br />the confidences of the Authority and authorize Fredrikson & Byron to serve in the dual capacity. <br /> NOW, THEREFORE, in consideration of the faithful performance of each Party of the mutual covenants and agreements herein set forth, it is mutually agreed as follows: <br /> <br />ARTICLE I. <br />DEFINITIONS AND INTERPRETATION Section 1.01 DEFINITIONS. All capitalized terms used and not otherwise defined herein <br />shall have the meanings given them in this Agreement and as defined in this Section unless a different <br />meaning clearly applies from the context. <br /> <br />“Acknowledgment” means an acknowledgment attached to this Agreement as Exhibit C or <br />Exhibit D, as applicable. <br /> “Applicable Ethical Rules” means ethical rules existing in the applicable jurisdictions in which Team Members of each respective Team provide legal services to the Authority or the <br />Developer. <br /> “Authority” means the Metro Flood Diversion Authority, a political subdivision of the State <br />of North Dakota, and its respective legal representatives, successors, and permitted assigns. “Authorized Representative” has the meaning set forth in Section 9.05. <br /> “Confidential Information” means all non-public information that is designated as <br />“Confidential Information” and provided by the Authority or its Authorized Representative to attorneys, paralegals, legal assistants, or any other staff personnel of Fredrikson & Byron in <br />connection with the Minnesota Government Relations. <br /> <br />“Developer” means Red River Valley Alliance (Acciona/InfraRed) located at 9825 103 <br />Street, Edmonton, Alberta T5K 2M3, Canada, an entity interested in partaking, and who may partake and be selected, in the Developer Procurement. <br /> <br />“Developer Team” means those attorneys, paralegals, legal assistants, and all other staff <br />personnel of Fredrikson & Byron, as identified in Exhibit B, who have participated or will participate in the Developer Procurement.