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SECTION XIV - ENTIRE AGREEMENT, VALIDITY, APPLICABLE LAW, VENUE This MASTER AGREEMENT, together with all WORK ORDERS subsequently issued hereunder by CITY, shall embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged into this MAS 1 ER AGREEMENT and such WORK ORDERS. The parties hereto and their respective legal counsel participated, or the parties hereto were given the opportunity to have their legal counsel participate in the preparation of this MASTER AGREEMENT and each WORK ORDER hereunder; therefore, this MASTER AGREEMENT and each WORK ORDER issued hereunder shall be construed neither against nor in favor of any party hereto, but rather in accordance with the fair meaning thereof. Neither. this MASTER AGREEMENT nor any WORK ORDER issued hereundermay be amended, modified, changed, or supplemented in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of any such amendment, modification, change or supplement is sought. The failure of any party at any time or times to require performance of any provision of this MASTER AGREEMENT or any WORK ORDER hereunder shall in no manner affect such party's right to enforce the same. A party may waive a provision of this MASTER AGREEMENT or any WORK ORDER hereunder only in a signed writing specifically stating what is waived. The waiver by any party of any breach of any provision of this MASTER AGREEMENT or any WORK ORDER hereunder shall not be construed to be a waiver by any such party of any succeeding breach of that provision or any other provision. The invalidity, illegality or unenforceability of any provision or provisions of this MASTER AGREEMENT or any WORK ORDER hereunder will not affect any other provision of this MASTER AGREEMENT or such WORK ORDER, which shall remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any provision of this MASTER AGREEMENT or any related WORK ORDER affect the balance of such provision. In the event that any one or more of the provisions contained in this MASTER AGREEMENT or any WORK ORDER hereunder or portion thereof shall for any reason be finally held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this MASTER AGREEMENT and any such WORK ORDER shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained therein. The title of this MASTER AGREEMENT and any WORK ORDER hereunder and the section and paragraph headings contained in this MASTER AGREEMENT and such WORK ORDER are not substantive parts of this MASTER AGREEMENT or such WORK ORDER and shall not expand, limit or restrict this MASTER AGREEMENT or such WORK ORDER in any way. This MASTER AGREEMENT and any WORK ORDER hereunder, regardless of where executed, shall be governed by and construed according to Florida law. The parties agree that venue for resolution of any dispute arising hereunder shall only be in Indian River County, Florida. This MASTER AGREEMENT and any WORK ORDER hereunder may be executed in one or more counterparts, each of which shall be deemed an original and all which together will constitute one and the same instrument. G:1Pending Agreements\Vero BeachWrof Services MasterAgmt PRMG 140 -14 -JO 11 3 14.doc Page 14 of 16 260