ESBD_567618_1791984857106_Exhibit_I-1_Texas Sample Contract.pdf

System Agency Contract #***

HHS Signature Document – Vendor - v. 3.0 Effective: August 2022

SIGNATURE DOCUMENT FOR

HEALTH AND HUMAN SERVICES COMMISSION

CONTRACT NO. ___________

The HEALTH AND HUMAN SERVICES COMMISSION (“System Agency”), an administrative agency within the executive branch of the state of Texas, and <CONTRACTOR’S COMPLETE LEGAL NAME - INCLUDING ANY “DBA”> (“Contractor”), having its principal office at <Contractor’s Complete Physical Address, not PO Box>, (each a “Party” and collectively the “Parties”), enter into the following agreement (“Contract”) for Infant Formula Rebate.

I. LEGAL AUTHORITY

This Contract is entered into pursuant to Texas Government Code, Chapter 531, Subchapter D; and U.S. Department of Agriculture, 7 C.F.R. 246.16a, Infant Formula and authorized foods cost containment.

II. DURATION

The Contract is effective on October 1, 2027, and expires on September 30, 2032, unless sooner terminated or renewed or extended. In accordance to the Texas General Appropriations Act, HHSC, at its sole discretion and subject to availability of funding, may extend the Contract beyond the initial term and all renewal periods for up to one (1) year as necessary to ensure continuity of service, to process a new solicitation, to secure a new contract, for purposes of transition to a new Contractor, or as otherwise determined by HHSC.

III. STATEMENT OF WORK

The Statement of Work to which Contractor is bound is incorporated into and made a part of this Contract for all purposes and included as Attachment A.

The Solicitation, including all addenda, is incorporated into and made a part of this Contract for all purposes and included as Attachment G.

IV. PAYMENT

Contractor shall pay rebate amount to System Agency in accordance with the methodology set forth in Section 9.1 of Attachment A - Statement of Work, the bid sheet in Attachment H -the Contractor’s Solicitation Response, and in accordance with the terms and conditions of this Contract. The Contractor agrees the rebate amounts shall increase or decrease on the first day of the month in accordance with the Contractor's lowest national wholesale price for a full truckload increases or decreases.

V. CONTRACT REPRESENTATIVES

The following will act as the representative authorized to administer activities under this Contract on behalf of its respective Party.

System Agency Contract Representative Lisa Anderson Health and Human Services Commission 701 W 51st Street – Mail Code 1874 Austin, Texas 78751 Lisa.anderson@hhs.texas.gov

Contractor Contract Representative [Contract Representative Name] [Contractor Name] [Address] [City, State ZIP] [Email Address]

VI. 24-HOUR CONTACT

The Contractor must maintain two 24-hour contacts, so the System Agency may communicate urgent performance issues that require immediate correction or any other issues that may occur. The Contractor’s 24-hour contact must always be available. Any urgent performance issues requiring immediate correction will be followed up in writing by the HHSC Contract Manager.

24-Hour Contact One 24-Hour Contact Two

VII. NOTICE REQUIREMENTS

A. All notices given by Contractor shall be in writing, include the Contract number, comply with all terms and conditions of the Contract, and be delivered to the System Agency’s Contract Representative identified above.

B. Contractor shall send legal notices to System Agency at the address below and provide a copy to the System Agency’s Contract Representative:

Health and Human Services Commission Attn: Office of Chief Counsel 4601 W. Guadalupe, Mail Code 1100 Austin, Texas 78751

C. Notices given by System Agency to Contractor may be emailed, mailed or sent by common carrier. Email notices shall be deemed delivered when sent by System Agency. Notices sent by mail shall be deemed delivered when deposited by the System Agency in the United States mail, postage paid, certified, return receipt requested. Notices sent by common carrier shall be deemed delivered when deposited by the System Agency with a common carrier, overnight, signature required.

D. Notices given by Contractor to System Agency shall be deemed delivered when received by System Agency.

E. Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party.

VIII. CONTRACT DOCUMENTS

The following documents are incorporated by reference and made a part of this Contract for all purposes.

Unless expressly stated otherwise in this Contract, in the event of conflict, ambiguity or inconsistency between or among any documents, all System Agency documents take precedence over Contractor’s documents.

ATTACHMENT A – STATEMENT OF WORK

ATTACHMENT B – CONTRACT AFFIRMATIONS

ATTACHMENT C – UNIFORM TERMS AND CONDITIONS

ATTACHMENT D – ASSURANCES-NON-CONSTRUCTION PROGRAMS

ATTACHMENT E – CERTIFICATION REGARDING LOBBYING

ATTACHMENT F – USDA FNS PROVISIONS

ATTACHMENT G – SYSTEM AGENCY SOLICITATION IFB NO. HHS0016707

INCLUDING, BUT NOT LIMITED TO ALL ADDENDA

ATTACHMENT H – CONTRACTOR'S SOLICITATION RESPONSE

IX. SIGNATURE AUTHORITY

Each Party represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Contractor before this Contract is effective or after it ceases to be effective are performed at the sole risk of Contractor.

SIGNATURE PAGE FOLLOWS

SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO. ***

HEALTH AND HUMAN SERVICES COMMISSION CONTRACTOR***

[Insert Name] Name: _______________________

[Insert Title] Title:

Date of execution: _______________ Date of execution: _______________