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of the Information by the City or the Contractor beyond the scope of the Project is <br /> without liability to the other, and the party reusing the Information agrees to defend <br /> and indemnify the other from any claims or liability resulting therefrom. <br /> 23. Subcontractor. The Consultant shall not enter into subcontracts for services <br /> provided under this Agreement except as noted in Exhibit A,without the express <br /> written consent of the City. The Consultant shall pay any subcontractor involved in <br /> the performance of this Agreement within the ten (10) days of the Consultant's <br /> receipt of payment by the City for undisputed services provided by the <br /> subcontractor. If the Consultant fails within that time to pay the subcontractor any <br /> undisputed amount for which the Consultant has received payment by the City, the <br /> Consultant shall pay interest to the subcontractor on the unpaid amount at the rate <br /> of 1.5 percent per month or any part of a month. The minimum monthly interest <br /> penalty payment for an unpaid balance of$100 or more is $10. For an unpaid <br /> balance of less than $100, the Consultant shall pay the actual interest penalty due to <br /> the subcontractor. A subcontractor who prevails in a civil action to collect interest <br /> penalties from the Consultant shall be awarded its costs and disbursements, <br /> including attorney's fees,incurred in bringing the action. In addition,no <br /> subcontractor can file alien against the City. <br /> 24. Dispute Resolution/Mediation. Each dispute, claim or controversy arising from <br /> or related to this Agreement or the relationships which result from this Agreement <br /> shall be subject to mediation as a condition precedent to initiating arbitration or legal <br /> or equitable actions by either party. Unless the parties agree otherwise, the <br /> mediation shall be in accordance with the Commercial Mediation Procedures of the <br /> American Arbitration Association then currently in effect. A request for mediation <br /> shall be filed in writing with the American Arbitration Association and the other <br /> party. No arbitration or legal or equitable action may be instituted for a period of <br /> ninety (90) days from the filing of the request for mediation unless a longer period of <br /> time is provided by agreement of the parties. Cost of mediation shall be shared <br /> equally between the parties. Mediation shall be held in the City of Elk River unless <br /> another location is mutually agreed upon by the parties. The parties shall <br /> memorialize any agreement resulting from the mediation in a Mediated Settlement <br /> Agreement,which Agreement shall be enforceable as a settlement in any court <br /> having jurisdiction thereof. <br /> 25. Conflicts. No salaried officer or employee of the City and no member of the City <br /> Council of the City shall have a financial interest, direct or indirect,in this <br /> Agreement. The violation of this provision renders the Agreement void. Any <br /> federal regulations and applicable state statutes shall not be violated. <br /> 26. Counterparts. This Agreement may be executed in multiple counterparts, each of <br /> which shall be considered an original. <br /> Page 8 of 9 Standard Agreement For Professional Services <br />