04. Updated Forest Mitigation Agreement with the Metro Flood Diversion Authority

3 dated July 2011 and approved in accordance with the Chief’s Report, as amended by the Supplemental Environmental Assessment, Fargo-Moorhead Metropolitan Area Flood Risk Management Project, dated September 2013 and approved by the U.S. Army Engineer, St. Paul, on September 19, 2013, and as amended by the Second Supplemental Environmental Assessment dated August 27, 2018 (2018 SEA), and the Engineering Documentation Report, Fargo-Moorhead Metropolitan Area Flood Risk Management Project, ND and MN, Modifications Through February 2019. “County” means Cass County, North Dakota, a political subdivision and home rule county of the State of North Dakota. “County Parcels” means the parcels of real property that are owned by the County and identified on Exhibit A where the Authority will perform forest mitigation in accordance with the terms and conditions of this Agreement for the Comprehensive Project. “County Representative” means the individual identified in Section 8.06. “Effective Date” means the date on which both Parties have executed this Agreement. “Forest Mitigation Plan” means Fargo-Moorhead Metropolitan Area Flood Risk Management Project Forest Mitigation Plan, authored by USACE, which will be periodically updated and amended and incorporated herein. “Good Faith” means the observance of reasonable commercial standards of fair dealing in a given trade or business. “Joint Powers Agreement” means the agreement entered into by and between the City of Moorhead, Minnesota; the City of Fargo, North Dakota; Clay County, Minnesota; Cass County, North Dakota; and the Cass County Joint Water Resource District, dated as of June 1, 2016, to create the Authority. “Non-Federal Sponsors” means the City of Fargo, North Dakota; the City of Moorhead, Minnesota; and the Authority collectively. “Original Term” means the original term of this Agreement as described in Section 6.01. “Party” means either the Authority or the County, depending on the context, and its respective successors and assigns, and if a reference is made herein to Parties, “Parties” means the Authority and the County collectively and their respective successors and assigns. “Person” means an individual, a general or limited partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization, or a governmental authority. “PPA” means the Project Partnership Agreement, dated July 11, 2016, between the Non- Federal Sponsors and USACE for the construction, operation, and maintenance of the Comprehensive Project