Res 2016-001/ (“WIC”) Program Contract with Texas Department of State Health Services

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8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the Enterprise Agency may terminate the Contract, in whole or in part, upon either of the following conditions: a. Material Breach The Enterprise Agency will have the right to terminate the Contract in whole or in part if the Enterprise Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability The Enterprise Agency may terminate the Contract if, in its sole discretion, the Enterprise Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the Enterprise Agency. Grantee will provide evidence of insurance as required under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the Enterprise Agency the nature and extent of coverage granted by each such policy, upon request by the Enterprise Agency. In the event that any policy is determined by the Enterprise Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the Enterprise Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. Attachment B - DSHS Contract No. 2016 - 048775 -001 Page 14 of 19