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SECTION 16. ATTORNEY FEES Except as otherwise provided, County and Franchisee agree that if litigation or administrative proceedings become necessary to enforce any of the obligations, terms and conditions of this Franchise, the prevailing Party shall be entitled to recover reasonable attorney' s fees and court costs, including fees and costs on appeal, from the. non- prevailing Party. If the subject matter of the dispute was submitted to non-binding arbitration pursuant to Section 19 below, the term "prevailing Party" in the prior sentence shall mean the Party for whom the final judicial or administrative decision is more favorable than the non-binding arbitration decision. SECTION 17. ENTIRETY This writing embodies the entire agreement and understanding between the Parties, and there are no other agreements and understandings, oral or written, with reference to this subject matter that are not merged and superseded. SECTION 18. GOVERNING LAW This Agreement shall be governed by and construed according to the laws of the State of Florida, and venue shall be in Indian River County, Florida. SECTION 19. NON-BINDING ARBITRATION Either Party shall have the right to submit a dispute arising under this Agreement to non-binding arbitration by notifying the other Party of such election in writing within forty-five (45) days after the dispute arises. Within fifteen ( 15 ) days following the giving of such a notice by a Party, each Party shall furnish the other Party with the name, address and telephone number of a person designated by that Party to participate with a person designated by the other Party in selecting an individual to act as the sole arbitrator of the dispute . If a Party fails to designate to the other Parry a person to participate in the selection of the sole arbitrator, or if the persons so designated by the Parties fail, within thirty (30) days following the giving of notice of the dispute by the Party invoking the provisions of this section, to agree on a sole arbitrator of the dispute, either Party shall have the right to apply to the Circuit Court for the 19th Judicial Circuit of the State of Florida for the appointment of such sole arbitrator. The Parties agree that the timing of, and rules governing the conduct of, the non-binding arbitration proceeding shall, unless otherwise agreed, be determined by the sole arbitrator in accordance with applicable law. Unless otherwise agreed, the place of arbitration shall be Indian River County, Florida. In making any award, the arbitrator shall be subject to any provisions of this Franchise which expressly limit remedies or . damages. The Parties shall share equally the compensation and expenses of the arbitrator and the expense of any hearing, and each Party shall bear the compensation and expenses of its own counsel and other representatives (if any) . Each Party shall continue to perform its obligations under this Franchise pending final resolution of any dispute submitted to non-binding arbitration pursuant to this section, unless to do so would be impossible or impracticable under the 9