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I . Venue . Any and all suits for breach of this Agreement shall be instituted and maintained in a state or federal court of competent jurisdiction having jurisdiction over Indian River County, Florida . J . Governing Law and Construction . This Agreement and any questions concerning its validity, construction and performance shall be governed by the laws of the State of Florida, without giving effect to any conflicts - of- law rules requiring the application of the substantive laws of other jurisdictions . The language of this Agreement shall be construed according to its fair meaning , not strictly for or against the Company or District, and not against either Party as its drafter, because both Parties agree they had an equal hand in drafting this Agreement . The singular shall include the plural ; use of the feminine , masculine , or neuter genders shall be deemed to include the genders not used . K . Waiver of Jua Trial , Each Party hereby knowingly, willingly, and irrevocably waives its right to a trial by jury concerning claims arising under this Agreement . L . Severability . In the event that any provision of this Agreement shall , for any reason, be determined to be invalid, illegal , or unenforceable in any respect, the Parties shall negotiate in good faith and agree to such amendments , modifications or supplements of, or to , this Agreement or such other appropriate changes as shall , to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the Parties as reflected herein, and the other provisions of this Agreement shall , as so amended, modified, supplemented, or otherwise effected by such action remain in full force and effect . M . Binding Agreement . This Agreement, which has been duly authorized, executed and delivered by the respective Parties , constitutes a legal , valid and binding obligation enforceable in accordance with its terms , except as enforcement may be limited by bankruptcy, insolvency, reorganization , moratorium or similar laws affecting the enforcement of creditors ' rights generally, or by general equitable principles concerning remedies . N . Reasonableness Standard. All determinations , consents , reviews and approvals to be granted and conducted by the Parties under this Agreement and any other acts calling for the exercise of discretion shall be performed in good faith and, unless otherwise so specified, under a standard of reasonableness that is consistent with normal industry practices for the type of work involved. Where time periods are not specified , a reasonable period of time shall be allowed. O . Attorney Fees . In any civil judicial action brought to enforce the provisions of this Agreement, the prevailing party may recover from the non-prevailing 36