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3 given to the County. In addition, the County may request such other proofs and assurances as it may reasonably require that the insurance is and at all times remains in full force and effect. It is also understood and agreed that it is HAC ' s sole responsibility to coordinate activities among itself, the County, and HAC ' s insurer(s) so that the insurance certificates are acceptable to and accepted by County within the time limits set forth in this Agreement . The County shall be listed as an additional insured on all insurance coverage required by this Agreement, except workers ' compensation insurance. HAC shall, upon ten ( 10) days ' prior written request from the County, deliver copies to the County, or make copies available for the County ' s inspection at HAC ' s place of business, of any and all insurance policies that are required in this Agreement. If HAC fails to deliver or make copies of the policies available to the County; fails to obtain replacement insurance or have previous insurance policies reinstated or renewed upon termination or cancellation of existing required coverages; or fails in any other regard to obtain coverages sufficient to meet the terms and conditions of this Agreement, then the county may, at its sole option, terminate this Agreement. 9 . HAC shall not assign this Agreement without the prior written consent of the County, which consent shall not unreasonably be delayed, conditioned, or withheld. 10 . This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements, and understanding applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document signed by both parties . 11 . This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, and, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 12 . If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid of unenforceable for the remainder of this Agreement, than the application of such term or provision to persons or circumstances other then those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. The failure of either party to insist upon compliance by the other party with any obligation, or to exercise any remedy, does not waive the right to so insist in the event of a continuing or subsequent delinquency or default. A party' s waver of one or more defaults does not constitute a waver or any other delinquency or default .