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of the Information for the purposes of the project contemplated by this Agreement <br />("Project") does not relieve any liability on the part of the Contractor, but any reuse <br />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 a lien 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 />