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Docusign Envelope ID:430DA8ED-F2BF-4131-BE14-A60F4552B467
<br /> the Grant Agreement. However, upon System Agency request and with reasonable
<br /> notice from System Agency to the Grantee, the Grantee shall assist the System
<br /> Agency in communications and negotiations regarding the Work under the Grant
<br /> Agreement with state and federal governments.
<br /> 11.7 CHANGE IN LAWS AND COMPLIANCE WITH LAWS
<br /> Grantee shall comply with all laws, regulations, requirements, and guidelines applicable to a
<br /> Grantee providing services and products required by the Grant Agreement to the State of
<br /> Texas, as these laws,regulations,requirements,and guidelines currently exist and as amended
<br /> throughout the term of the Grant Agreement. Notwithstanding Section 11.1,Amendments,
<br /> above, System Agency reserves the right, in its sole discretion,to unilaterally amend the Grant
<br /> Agreement to incorporate any modifications necessary for System Agency's compliance, as
<br /> an agency of the State of Texas, with all applicable state and federal laws, regulations,
<br /> requirements and guidelines.
<br /> 11.8 SUBCONTRACTORS
<br /> Grantee may not subcontract any or all of the Work and/or obligations under the Grant
<br /> Agreement without prior written approval of the System Agency. Subcontracts, if any,
<br /> entered into by the Grantee shall be in writing and be subject to the requirements of the
<br /> Grant Agreement. Should Grantee subcontract any of the services required in the Grant
<br /> Agreement, Grantee expressly understands and acknowledges System Agency is in no
<br /> manner liable to any subcontractor(s) of Grantee. In no event shall this provision relieve
<br /> Grantee of the responsibility for ensuring that the services performed under all subcontracts
<br /> are rendered in compliance with the Grant Agreement.
<br /> 11.9 PERMITTING AND LICENSURE
<br /> At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant
<br /> Agreement any state, county, city, or federal license, authorization, insurance, waiver,
<br /> permit, qualification or certification required by statute, ordinance, law, or regulation to be
<br /> held by Grantee to provide the goods or services required by this Grant Agreement. Grantee
<br /> shall be responsible for payment of all taxes, assessments, fees,premiums, permits, and
<br /> licenses required by law. Grantee shall be responsible for payment of any such government
<br /> obligations not paid by its Subcontractors during performance of this Grant Agreement.
<br /> 11.10 INDEPENDENT CONTRACTOR
<br /> Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and
<br /> third-parry service providers shall serve as independent contractors in providing the services
<br /> under the Grant Agreement. Neither Grantee nor System Agency is an agent of the other and
<br /> neither may make any commitments on the other party's behalf. The Grantee is not a
<br /> "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds
<br /> under this Grant Agreement. Grantee shall have no claim against System Agency for
<br /> vacation pay, sick leave, retirement benefits, social security, worker's compensation, health
<br /> or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
<br /> The Grant Agreement shall not create any joint venture,partnership, agency, or employment
<br /> relationship between Grantee and System Agency.
<br /> 11.11 GOVERNING LAW AND VENUE
<br /> The Grant Agreement shall be governed by and construed in accordance with the laws of the
<br /> State of Texas, without regard to the conflicts of law provisions. The venue of any suit
<br /> HHS Uniform Terms and Conditions—Grant v 3.5
<br /> Effective September 2024
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