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<br />NOW, THEREFORE, in consideration of the mutual covenants made herein and for other
<br />valuable consideration, the receipt of which is hereby acknowledged, the Authority and the County
<br />agree as follows:
<br />
<br />ARTICLE I.
<br />DEFINITIONS AND INTERPRETATION
<br />
<br />Section 1.01 DEFINITIONS. All capitalized terms used and not otherwise defined in this
<br />Agreement will have the meanings given to them in this Agreement and as defined in this section
<br />unless a different meaning clearly applies from the context.
<br />
<br />“AMMP” means the Fargo-Moorhead Metropolitan Area Flood Risk Management Project
<br />Draft Adaptive Management and Mitigation Plan, authored by USACE, which will be periodically
<br />updated and amended and incorporated herein.
<br />
<br />“Applicable Law” means, collectively, the Constitutions of the United States and of the
<br />State, all common law and principles of equity, and all Federal, State, and local laws including,
<br />without limitation, all environmental laws, statutes, treaties, codes, acts, rules, regulations,
<br />guidelines, ordinances, resolutions, orders, judgments, decrees, injunctions, and administrative or
<br />judicial precedents or authorities, including the interpretation or administration thereof by any
<br />governmental authority charged with the enforcement, interpretation, or administration thereof, all
<br />governmental approvals, and all administrative orders, awards, directed duties, requests, licenses,
<br />certificates, authorizations, and permits of, and agreements with, any governmental authority, and,
<br />with respect to any Person, the articles of incorporation, bylaws, or other organizational or
<br />governing documents of such Person, in each case whether or not having the force of law, that are
<br />applicable now or are applicable at any time hereafter to the Authority, the County, the AMMP,
<br />the Section 404 Permit, or the Forest Mitigation Plan.
<br />
<br />“Authority” means the Metro Flood Diversion Authority, a political subdivision of the
<br />State of North Dakota and a permanent joint powers entity formed through the Joint Powers
<br />Agreement to provide the Fargo-Moorhead metropolitan area with permanent and comprehensive
<br />flood protection.
<br />
<br />“Authority Representative” means the individual identified in Section 8.06.
<br />
<br />“Best Efforts” means that a Party will act in Good Faith, act in accordance with generally
<br />accepted commercial practices, and use reasonable due diligence to undertake all action
<br />contemplated by this Agreement, in accordance with Applicable Law.
<br />
<br />“Business Day” means any day that is not a Saturday, a Sunday, or a federal public
<br />holiday.
<br />
<br />“Comprehensive Project” means the Fargo-Moorhead Metropolitan Area Flood Risk
<br />Management Project authorized by Section 7002(2) of the Water Resources Reform and
<br />Development Act of 2014, as generally described in the Final Feasibility Report and
<br />Environmental Impact Statement, Fargo Moorhead Metropolitan Area Flood Risk Management,
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