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<br />Page 1 of 27 <br />MASTER AGREEMENT FOR PROFESSIONAL SERVICES <br /> <br />THIS MASTER AGREEMENT FOR PROFESSIONAL SERVICES (the “Agreement”) is <br />made as of ____________, 2017, by and between the Metro Flood Diversion Authority (the <br />“Diversion Authority”) and Braun Intertec Corporation (“Consultant”) (collectively, the “parties”). <br /> <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 Area <br />Flood Risk Management Project (the “Project”) for implementation; and <br /> <br /> WHEREAS, using a Split Delivery Method, the multiple Project features will be split into <br />those implemented by the Diversion Authority and those implemented by the USACE, with the <br />Diversion Authority delivering the majority of the Diversion Authority’s features through a Public- <br />Private Partnership (“P3”) delivery method; and <br /> <br /> WHEREAS, the portions of the Project that the Diversion Authority will implement through <br />a P3 are collectively referred to as the Diversion Channel and Associated Infrastructure Work <br />Package (“DCAI WP”); and <br /> <br /> WHEREAS, the Diversion Authority has selected Consultant to provide the Diversion <br />Authority with professional services, subject to the oversight of the Co-Executive Directors, <br />Executive Director, and the Diversion Authority Board; and <br /> <br /> WHEREAS, the Diversion Authority desires to enter into a master agreement for <br />professional services with Consultant and retain Consultant to provide professional services for the <br />Fargo-Moorhead (FM) Area Diversion Project, commencing on ________ 1, 2017. <br /> <br /> NOW THEREFORE, it is agreed by and between the parties as follows: <br /> <br />1. EMPLOYMENT. The Diversion Authority hires Consultant, which accepts the hiring with <br />the Diversion Authority pursuant to this Agreement. Consultant is an independent contractor <br />under this Agreement. Nothing in this Agreement shall be construed to create an employer- <br />employee relationship between the parties. <br /> <br />2. DEFINITIONS. All capitalized terms used and not otherwise defined herein shall have the <br />meanings given to them in this Agreement as defined in this Section, unless a different <br />meaning clearly applies from the context. <br /> <br />“Agreement” means this Master Agreement for Professional Services by and between the <br />Metro Flood Diversion Authority and Braun Intertec Corporation. <br /> <br />“Best Efforts” means that the parties to this Agreement will act in Good Faith, act in <br />accordance with generally accepted commercial practices, and use reasonable due diligence <br />to undertake all action contemplated by this Agreement, in accordance with applicable <br />federal and state laws, regulations, and rules; however, the obligation to use Best Efforts <br />does not mean a duty to take action that would be in violation of applicable federal or state <br />law. <br /> DRAFT