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<br />Page 1 of 25 <br />MASTER AGREEMENT FOR PROFESSIONAL SERVICES <br /> <br />THIS MASTER AGREEMENT FOR PROFESSIONAL SERVICES (the “Agreement”) <br />is made as of December 20, 2019, by and between the Metro Flood Diversion Authority (the <br />“Owner”) and Program Advisor Services, LLC, a North Dakota limited liability company <br />(“Consultant”) (collectively, the “parties”). <br /> <br /> WHEREAS, the Owner, as a representative of the Metro Flood Diversion Authority, has <br />selected Consultant to provide the Owner with professional services, subject to the oversight of <br />the Co-Executive Directors, Executive Director, and the Diversion Authority Board; and <br /> <br /> WHEREAS, the Owner desires to enter into a master agreement for professional services <br />with Consultant and retain Consultant to provide professional services for the Fargo-Moorhead <br />(FM) Area Diversion Project, commencing on December 20, 2019. <br /> <br /> NOW THEREFORE, it is agreed by and between the parties as follows: <br /> <br />1. EMPLOYMENT. The Owner hires Consultant, which accepts the hiring with the Owner <br />pursuant to this Agreement. Consultant is an independent contractor under this <br />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 <br />the meanings given to them in this Agreement as defined in this Section, unless a <br />different meaning clearly applies from the context. <br /> <br />“Agreement” means this Master Agreement for Professional Services, including exhibits <br />attached hereto, by and between the Metro Flood Diversion Authority and Program <br />Advisor Services, LLC. <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 <br />diligence to undertake all action contemplated by this Agreement, in accordance with <br />applicable federal and state laws, regulations, and rules; however, the obligation to use <br />Best Efforts does not mean a duty to take action that would be in violation of applicable <br />federal or state law. <br /> <br />“Consultant” means the individual or entity with which the Owner has contracted for <br />performance of the services as set forth in this Agreement. <br /> <br />“Diversion Authority” has the same meaning as Metro Flood Diversion Authority. <br /> <br />“Diversion Authority Board” means the Governing Body of the Metro Flood Diversion <br />Authority. <br /> <br />“Effective Date” means December 20, 2019. <br />