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19. Ownership of Documents. All plans, diagrams, analysis, reports and information <br />generated in connection with the performance of this Agreement ("Information") shall <br />become the property of the City, but the Contractor may retain copies of such documents <br />as records of the services provided. The City may use the Information for any reasons it <br />deems appropriate without being liable to the Contractor for such use. The Contractor shall <br />not use or disclose the Information for purposes other than performing the Work <br />contemplated by this Agreement without the prior consent of the City. <br />20. Dispute Resolution/Mediation. Each dispute, claim or controversy arising from or related <br />to this Agreement or the relationships which result from this Agreement shall be subject to <br />mediation as a condition precedent to initiating arbitration or legal or equitable actions by <br />either party. Unless the parties agree otherwise, the mediation shall be in accordance with <br />the Commercial Mediation Procedures of the American Arbitration Association then <br />currently in effect. A request for mediation shall be filed in writing with the American <br />Arbitration Association and the other party. No arbitration or legal or equitable action may <br />be instituted for a period of 90 days from the filing of the request for mediation unless a <br />longer period of time is provided by agreement of the parties. Cost of mediation shall be <br />shared equally between the parties. Mediation shall be held in the City of Roseville unless <br />another location is mutually agreed upon by the parties. The parties shall memorialize any <br />agreement resulting from the mediation in a Mediated Settlement Agreement, which <br />Agreement shall be enforceable as a settlement in any court having jurisdiction thereof. <br />21. Annual Review. Prior to each anniversary of the date of this Agreement, the City shall <br />have the right to conduct a review of the performance of the Work performed by the <br />Contractor under this Agreement. The Contractor agrees to cooperate in such review and <br />to provide such information as the City may reasonably request. Following each <br />performance review the parties shall, if requested by the City, meet and discuss the <br />performance of the Contractor relative to the remaining Work to be performed by the <br />Contractor under this Agreement. <br />22. Conflicts. No salaried officer or employee of the City and no member of the Council of <br />the City shall have a financial interest, direct or indirect, in this Agreement. The violation <br />of this provision shall render this Agreement void. <br />23. Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. <br />24. Counterparts. This Agreement may be executed in multiple counterparts, each of which <br />shall be considered an original. <br />25. Severability. The provisions of this Agreement are severable. If any portion hereof is, for <br />any reason, held by a court of competent jurisdiction to be contrary to law, such decision <br />shall not affect the remaining provisions of this Agreement. <br />26. Entire Agreement. Unless stated otherwise in this Provision 26, the entire agreement of <br />the parties is contained in this Agreement and its exhibits. This Agreement supersedes all <br />10 <br />