ESBD_567618_1791984925354_Exhibit_I-3_Iowa Sample Contract.pdf

[Milk/Soy] Based Formula Contract - # WIC Formula 2028-[Milk/Soy]

Between

The Iowa Department of Health and Human Services

And

[Named Contractor]

This contract is entered into by and between the Iowa Department of Health and Human Services, hereinafter referred to as the STATE, and [Named Contractor], hereinafter referred to as the CONTRACTOR.

WITNESSETH: In consideration of the mutual promises herein contained, the parties have agreed and do hereby enter this contract according to the provisions set out herein:

I. LEGAL AUTHORITY

This Contract is authorized by and in compliance with the provisions of Iowa Government Code, Chapter 135 and 641 IAC Chapter 73 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 l, 2027, and terminates on September 30, 2032, unless sooner terminated or renewed or extended. The State, at its sole option and subject to availability of funding, may extend the Contract beyond the initial term and all renewal periods for up to one

(l) 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 the

STATE.

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.

IV. Payment

Contractor shall pay rebate amount to the State in accordance with the formula set forth in Section 9.3 of the Statement of Work 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. If the rebate price increases or decreases (based on a change in the manufacturer's lowest national wholesale full truckload price per unit) occurs after the first day of a calendar month, the rebate price increase or decrease will be effective on the first day of the following calendar month.

V. Contract Managers

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

State Contract Manager Contractor Contract Manager

Jill Lange, MPH [Contractor Representative Name] Division Administrator [Contractor Title] Iowa Department of Health and [Name of Contractor] Human Services Jill.lange@hhs.iowa.gov [Contractor E-mail Address]

VI. Telephone Service

The Contractor must have an active telephone service answered during normal business hours.

Normal business hours are between 8 a.m. and 5 p.m. Central Time, Monday through Friday.

VII. 24-Hour Contact

The Contractor must provide and maintain a minimum of two 24-hour contacts, so the State 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 State Contract Manager.

24-Hour Contact One 24-Hour Contact Two

[Contact Name] [Contact Name] [Contractor Title] [Contractor Title] [Name of Contractor] [Name of Contractor] [Contractor E-mail Address] [Contractor E-mail Address] [Contractor Phone] [Contractor phone]

VI. Absenteeism and Vacation

The Contractor must provide substitutes for any of its employees or Subcontractor’s employees providing services who may be absent for any reason. The Contractor must provide relief personnel as necessary and/or work overtime at no cost to the State of Iowa, to ensure that the requirements of this Contract are performed and accomplished as required.

VII. Personnel Removal and Replacement

a) Removal

The State of Iowa may request removal for cause of any Contractor or Subcontractor employee assigned to the Contract, including but not limited to:

1. poor or unacceptable work performance,

2. theft,

3. abusive language or behavior, or

4. improper attire, in accordance with the terms and conditions of the Contract.

Occurrences of this type may be cause for termination of the Contract.

b) Replacement

Replacement of Contractor or Subcontractor personnel will be subject to State of Iowa review and approval. At the request of the State of Iowa, the Contractor must replace any Contractor or Subcontractor personnel who are not adequately performing the required services or who are unable to work effectively with the State of Iowa Contract Manager or other State of Iowa staff. The Contractor shall provide replacement personnel who have the required qualifications and training as outlined in this IFB and resulting Contract. The Contractor and the State of Iowa Contract Manager will work together in the event of any such required replacement to prevent disruption in the services or performance schedule and will mutually agree upon the timeline for the replacement.

IX. Notice Requirements

A. All notices given by the Contractor shall be in writing, include the Contract number, comply with all terms and conditions of the Contract, and be delivered to the State of Iowa's Contract Manager identified above.

B. Contractor shall send legal notices to the State at the address below and provide a copy to the State's Contract Manager:

Division of Health Promotion and Prevention Attn: Jonathan Becker, WIC Program Planner III 321 E. 12th Street, 3rd Floor Lucas State Office Building Des Moines, IA 50319-0075

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

D. Notices given by Contractor to State of Iowa shall be deemed delivered when received by the State.

E. Either Party may change its Contract Manager, 24-Hour Contact or other assigned staff by providing written notice to the other Party.

X. 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 State documents take precedence over Contractor's documents.

Attachment A - Statement of Work Attachment B - Bid Sheet Attachment C - Federal Assurances Attachment D - Certification Regarding Lobbying Attachment E - USDA FNS Provisions Attachment F - HHSC Invitation for Bid No.

Attachment G - Contractor's Solicitation Response

XI. Signature Authority

Each Party represents and warrants that the person executing this Contract on its behalf has full power and authority to enter 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

Signatory Page for State Agency Contract No. WIC Formula 2028-[Milk/Soy]

State Agency The Contractor

Jill Lange, MPH, Division Administrator [Contractor Representative Name] Division of Health Promotion and Prevention [Contractor Name]

Date of Execution: ____________ Date of Execution: ____________