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

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9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the Enterprise Agency, which may be withheld or granted at the sole discretion of the Enterprise Agency. Except where otherwise agreed in writing by the Enterprise Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the Enterprise Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non -state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer - employee or principal- agent, or to otherwise create for the Enterprise Agency any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the Enterprise Agency will have no obligation with respect to: a. payment of Grantee's employees for all Services performed; b. ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. withholding of income taxes, FICA, or any other taxes or fees; d. industrial or workers' compensation insurance coverage; e. participation in any group insurance plans available to employees of the State of Texas; f. participation or contributions by the State to the State Employees Retirement System; g. accumulation of vacation leave or sick leave; or h. unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the Enterprise Agency, and in conformance with federal and state law, the Enterprise Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the Enterprise Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the Enterprise Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or Attachment B - DSHS Contract No. 2016- 048775 -001 Page 16 of 19