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10.12 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original. 10.13 Venue. The venue for any and all arbitration proceedings arising under this Agreement shall be in in Indian River County. 10.14 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. 10.15 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. 10.16 Cooperation and Release of Information. District shall cooperate with Company's requests for public information and District shall release public records concerning the District, when such documents are 'requested by Company in compliance with Chapter 119, Florida Statutes. 10.17 Sovereign Immunity_. Nothing in this Agreement is or shall be construed as a waiver of the District's sovereign immunity or the limitations on liability set forth in Section 768.28, Florida Statutes. Notwithstanding the foregoing, District shall deliver to Company an opinion of counsel reasonably acceptable to Company confirming that this Agreement is enforceable against the District in accordance with the terms hereof 10.18 Records Retention. All records required to be prepared or maintained by the Company or District shall be retained by the Company or District, respectively, for at least five (5) years after the date when the records are prepared. [EXECUTIONS CONTINUED ON FOLLOWING PAGE] Page 24 of 32