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19.Ownership of Documents. All plans, diagrams, analysis, reports and information created and paid for by Consultant in the performance of its obligations under this Agreement ("Information") are instruments of service in respect to Consultant's services, shall become the property of the City, but the Consultant may retain copies of such documents as records of the services provided. The City may use the Information for any reasons it deems appropriate without being liable to the Consultant for such use. The Consultant shall not use or disclose the Information for purposes other than performing the Work contemplated by this Agreement without the prior consent of the City. Notwithstanding the above paragraph, work papers, proprietary information, processes, methodologies, know-how and software ("Engineering Data") previously belonging or licensed to Engineer and used to perform Consulting's Services shall remain the property of Consultant. Consultant shall retain an ownership and property interest therein (including the copyright and the right of reuse at the direction of the Consultant), whether or not the Project is completed. To the extent the services perform by Consultant contain Engineering Data, Consultant hereby grants to City a non-eXclusive, non-assignable, royalty-free, irrevocable license to use such Engineering Data for the purposes set forth herein, subject to the following limitation: City acknowledges that such Engineering Data are not intended or represented to be suitable for use or reuse by City on extension of the Project or on any other project without written verification or adaptation by Consultant and such reuse or modification of the Engineering Data without the written verification or adaptation by Consultant shall be done at the City's sole risk and without liability to Consultant. 20. Dispute Resolution/Mediation. Each dispute, claim or controversy arising from or related to this Agreement or the relationships which result from this Agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal ar equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. The cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Roseville unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a Mediated Settlement Agreement, which Agreement shall be enforceable as a settlement in any court having jurisdiction thereof. 21.Annual Review. Prior to January 1 st of each year of this Agreement, the City shall have the right to conduct a review of the performance of the Work performed by the Consultant under this Agreement. The Consultant agrees to cooperate in such review and to provide such information as the City may reasonably request. Following each performance review the parties shall, if requested by the City, meet and discuss the performance of the Consultant relative to the remaining Work to be performed by the Consultant under this Agreement. 22. Conflicts. No salaried officer or employee of the City and no member of the City Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision shall render this Agreement void. 23. Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. Page 6