ESBD_567618_1791984952179_Exhibit_I-4_Choctaw Sample Contract.docx

SIGNATURE DOCUMENT

CONTRACT NO. ___________

The CHOCTAW NATION HEALTH SERVICES AUTHORITY, an integrated healthcare system of the CHOCTAW NATION OF OKLAHOMA, a federally, recognized Indian tribe, (collectively “System Agency”), 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.

Legal Authority

This Contract is entered into pursuant to U.S. Department of Agriculture, 7 C.F.R. 246.16a, Infant Formula and authorized foods cost containment.

Duration

The Contract is effective on October 1, 2027, and expires on September 30, 2032, unless sooner terminated or renewed or extended. , The Contract may be extended 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..

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 B.

Payment

Contractor shall pay rebate amount to System Agency in accordance with the methodology set forth in 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.

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

Attn: Senior Director Health Service Food & Nutrition Programs.

P.O. Box 1210 Durant, OK 74702 sdrector@cnhsa.com

(539) 316-3855

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

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

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:

Choctaw Nation of Oklahoma Attn: Todd Hallmark P.O. Box 1210 Durant, OK 74702 and

Choctaw Nation of Oklahoma Government Legal Department P.O. Box 1210 Durant, OK 74702

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.

Miscellaneous Provisions

Audits. Contractor shall maintain accurate and complete records relating to the Contractor’s performance under this Agreement, including, without limitation, any applicable invoices or other documents for which payment of Rebates are paid. Such records shall be maintained in accordance with generally accepted accounting principles and in a manner that facilitates auditing. Vendor further agrees to permit the System Agency or its representatives to examine and/or conduct periodic audits of such records at reasonable times during the term of this Agreement and for three (3) years thereafter.

Governing Law. This Agreement and all Attachment herein identified shall be governed by and interpreted in accordance with the laws of the Choctaw Nation of Oklahoma without giving effect to its laws or rules relating to conflicts of laws that would direct the application of the law of another jurisdiction. Any claim or controversy arising out of this Agreement or a breach hereof shall be settled exclusively by the courts of the Choctaw Nation of Oklahoma. The Parties hereby irrevocably consent to the personal jurisdiction of such courts and hereby irrevocably waive any claim they may have that any proceedings brought in such courts have been brought in an inconvenient forum. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED TO WAIVE THE SOVEREIGN RIGHTS OF THE CHOCTAW NATION OF OKLAHOMA, ITS ELECTED OR APPOINTED OFFICIALS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS.

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.

INCLUDING, BUT NOT LIMITED TO ALL ADDENDA

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. ***

CHOCTAW NATION OF OKLAHOMA <CONTRACTOR’S COMPLETE LEGAL NAME - INCLUDING ANY “DBA”>

System Agency Contract #*** HHS Signature Document – Vendor - v. 3.0 Effective: August 2022

System Agency Contract CNHSA Signature Document Effective: May 2025