Federal Supply Schedule Contract Award dated December 8, 2010 by and between the United States Department of Veterans Affairs and Emmaus Medical, Inc

 

A report is required even when no sales occur during the reporting period.

 

Vendor’s sales report must include all prime vendor, direct-to-patient distribution, and department of defense distribution and pricing agreement (DAPA) program sales, as applicable.

 

Sales for orders that extend beyond the contract period shall be reported within 30 days of final payment.

 

Your firm will receive a pre-populated spreadsheet that includes all of your pertinent contract information and that identifies every SIN currently awarded under your FSS contract.  When you receive this spreadsheet you will need to load your sales information (dollar values only) and return it is the VA FSS Help Desk at ***@*** by replying to the automatically generated email sent from the FSS Help Desk so the subject line reads:  FW:  Reminder:  Quarterly Sales Report for Schedule:  ____ and Contract:  V797P-______ between date-date (e.g. FW:  Reminder:  Quarterly Sales Report for Schedule 65IIA and Contract V797P-4000b between 10/1/2009 - 12/31/2009).

 

This email address is a central portal for the FSS Service; therefore, sales reports that do not include this reference may be misdirected and not logged on time.

 

We anticipate enhancements to this process going in to effect 3rd quarter FY2010.  Information on these enhancements will be made available prior to implementation.

 

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SUBMIT CONTRACTOR’S REPORT OF SALES:  the total sales (rounded to the nearest whole dollar) made under each awarded Special Item Number (SIN) for that quarter

 

The Government reserves the right to inspect, without further notice, such records that pertain to sales under this contract.  Failure or refusal to furnish the required reports or falsification thereof will constitute cause for terminating the contract for default in accordance with the provisions of your contract.

 

Your firm will receive a pre-populated spreadsheet that includes all of your pertinent contract information and identifies every SIN currently awarded under your FSS contract.  When you receive this spreadsheet you will need to load your sales information (dollar values only) and return it to the VA FSS Help Desk at ***@***.

 

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REMIT INDUSTRIAL FUNDING FEE (IFF):  a percentage2 of the total reported sales is due at the end of each contract quarter to the Department of Veterans Affairs (DVA) — this is to be submitted at the same time as the CONTRACTOR’S REPORT OF SALES.

 

Where multiple SIN(s) and/or contracts are involved, the IFF may be consolidated into one ACH payment.

 

If the full amount of the IFF is not paid within 60 calendar days after the end of the applicable reporting period, it shall constitute a contract debt to the United States Government under the terms of FAR 32.6.  The Government may exercise all rights under the Debt Collection Act of 1982, including withholding or setting off payments and interest onto the debt (see FAR 52.232-17, Interest).

 

Failure to submit sales reports, falsifications of sales reports and/or failure to pay the IFF in a timely manner may result in termination or cancellation of this contract.  Willful failure or refusal to furnish the required reports, falsification of sales reports, or failure to pay the IFF in a timely manner constitutes sufficient cause to terminate this contract under FAR 52.212-4, paragraph (m) “Termination for Cause.”

COMPANY NAME

Department of Veterans Affairs

STREET ADDRESS OR P.O. BOX

P.O.  Box 7005

CITY, STATE, ZIP CODE

Hines, IL 60141

COMPANY CONTACT

Annette Crayton

CONTACT PHONE

708 ###-###-####

FEDERAL TAXPAYER ID NUMBER

74 1612229

RECEIVING BANK NAME

Department of Treasury

RECEIVING BANK CONTACT

Cash Link ACH Receiver

CONTACT PHONE

301 ###-###-####

RECEIVING BANK CITY, STATE

Richmond, VA

RECEIVING BANK ROUTING/TRANSIT NUMBER

051036706

RECEIVING BANK CAPABILITY

CCD+

RECEIVER’S ACCOUNT NUMBER

220020

INDICATE VERSION OF 820 ACH FORMAT USED BY RECEIVING BANK

Standard

 

All pricelists must be submitted within the time frames identified in this letter.

 

When requesting a modification to your awarded FSS contract, all pricelists must be updated within 30 days upon receipt of a fully executed contract modification.

 

The accuracy of information and computation of prices is the responsibility of the Contractor.

NOTE:  This clause does not apply to vendors awarded a contract for 65IB (Drugs, Pharmaceuticals, & Hematology Related Products) SINs that require a prescription

 

All contract modifications must be emailed to ***@*** with the subject line “RFM — Contract Number — FSS Schedule” (e.g. RFM-V797P-5555x-65IB).  As this email address is a central portal for the FSS Service, modification requests that do not include this reference may be misdirected.  Once the Help Desk receives your request it will be logged by the Intake, Analysis, and Support Branch and then forwarded to the Contract Administration Section for action.  All modifications should be processed within 60 business days unless otherwise noted.

 

The effective date of all awarded modifications will occur on the 1st or 15th of the month.

http://www.fss.va.gov

FSS Help Desk

http://www/va.gov/oamm/oa/nac/fsss/about.cfm

http://www/.va.gov/oamm/oa/nac/fsss/iff.cfm

Contract Catalog Search Tool

http://www.va.gov/nac

GSA Advantage! Vendor Start-Up Kit

https://vsc.gsa.gov/sipuser/startup kit.cfm

GSA Vendor Support Center

http://www.vsc.gsa.gov

GSA Schedule Input Program (SIP)

http://vsc.gsa.gov/sipuser/sip download.cfm

GSA SIP Training (Products & Services)

https://vsc.gsa.gov/training/online_training req.cfm

https://www.poportal.gsa.gov

http://www.va.gov/oamm/oa/nac/fsss/modforms.cfm

VETS-/00

http://www.vets/00.com

CCR

http://www.ccr.gov

Affirmative Action Plan

http://www.dol.gov/ofccp/index.htm

http://www.dol.gov/compliance/topics/posters.htm

MAXIMUM ORDER LIMITATION:

SIN 42-I through 42-5 $250,000 PER ITEM/ $1,000,000 PER ORDER

FOREIGN ITEMS:

TO BE COMPLETED BY CONTRACTOR

ORDERING ADDRESS:

TO BE COMPLETED BY CONTRACTOR

PAYMENT ADDRESS:

TO BE COMPLETED BY CONTRACTOR

DISTRIBUTION POINTS:

TO BE COMPLETED BY CONTRACTOR

PARTICIPATING DEALERS:

TO BE COMPLETED BY CONTRACTOR

CREDIT CARD ACCEPTANCE

No

INDUSTRIAL FUNDING FEE:

PRIME VENDOR PARTICIPATION:

Yes

Award Includes:

FAR 52.212-4 — Contract Terms and Conditions — Commercial Items and Addenda

 

FAR 52.212-5 — Contract Terms and Conditions Required to Implement Statutes or Executive Orders — Commercial Items

a.

Incorporated in Full Text

 

(1)

Revisions dated:  5/11/09(e-mails), 5/12/09, 8/3/09 report of contact, 9/14/09 report of contact, 9/18/09 (e-mail), 12/3/10

 

(2)

Final Proposal Revision Dated:  December 6, 2010

b.

Awarded discounts are based on pricelist(s) dated:  December 3, 2010

c.

Pricing Terms and Conditions as agreed to are listed below:

 

Contract Period:  December 15, 2010 thru December 14, 2015

 

SINS:  42-2A

 

Basic Discount(s):  39.20%

 

Tracking Ratio(s):  Tracking ratio is 1:1 until such time as the net tracking customer price equals to or falls below the calculated FCP.

 

Quantity Discount:  None

 

Payment Terms:  2%-90 Net 91 for direct orders only

 

Minimum Order:  8 units for direct orders only

 

 

FOB Destination:  Destination to 50 states to include DC.  Point of exportation for P.R.

 

Delivery Time:  2-3 Days ARO

 

Expedited Delivery Time:  1-2 Days ARO.  Emmaus Medical, Inc.  will waive expedited delivery charges associated for national declared emergencies.  Government will pay the difference between normal and expedited delivery, for other than national declared emergencies.

 

Return Goods Policy:  Commercial Policy (see attached)

 

Warranty:  Emmaus Medical, Inc. has agreed to accept the Government’s warranty terms as covered by clause 52.212-4 sections (o) and (p).

 

Government Credit Card Accepted:  Emmaus Medical, Inc.  non participation in the Government Credit Card Program is accepted by the Government.  Pursuant to Public law 102-585, Veteran Healthcare Act of 1992, the requirement of contract clause 552.232-77 “Payment by Government-wide Commercial Purchase Card is hereby waived for the above referenced FSS contract.  The contractor is not required to accept the Government-wide purchase card as a form of payment from eligible facilities ordering products under this contract.  If the contractor removes all products classified in accordance with the Act as covered drugs, clause 552.232-77 will be reinstated and the acceptance of the Government- wide purchase card will be required.

d.

Price Reduction Clause - 552.238-76, Modification Clause — 552.243-72, for the purpose of the Price Reduction provisions and Price Increase provisions of this contract, the Government and contractor agree that this contract shall be predicated on “Wholesalers”.  The established ratio for the price reduction clause and any proposed price increase will be Tracking ratio is 1:1 until such time as the net tracking customer price equals to or falls below the calculated FCP. and will start immediately with the effective date of the contract award.

 

If the identified tracking customer’s contract/agreement has been canceled, terminated, has expired, or the tracking customer has merged with another group, the Contracting Officer shall be notified within 10 days after the event occurs, and if possible, before the event occurs.  At such time the Contractor will negotiate in good faith with the Contracting Officer to establish a successor tracking customer.

e.

Economic Price Adjustment Clause - 552.216-70 - Alternate I (Sept 1999) (Local Deviation) on pages 42 and 43 of the solicitation applies to all items awarded under this contract.

f.

Annual Rebate - An Annual Rebate was not awarded under this contract.

 

Annual Rebate:  None

 

(1)

The applicable rebate percentage shall be applied at the end of each year of the contract and at the end of each option period to the Government-wide rebate sales realized under this contract which are in excess of the applicable base figure.  The first 12 month period shall begin with the effective date shown in block 3 of SF-1449.

 

(2)

Within 30 calendar days after the end of each year of the contract period and option period(s), the Contractor shall furnish a statement to the Contracting Officer certifying the rebate dollar value of sales made under the contract.

 

(3)

Payment of rebate shall not be made until after receipt of a written notification from the Contracting Officer stating the amount due.  Within 30 calendar days after the date of

 

such notification, the amount due shall be paid by check made payable to the “Department of Veterans Affairs.”  The check shall include the statement “Annual Rebate Sales under Contract Number V797P-5016B,” and the claim number.  The claim number will be provided with the written notification from the Contracting Officer.  The remittance shall be mailed to:

 

(4)

Any amount not paid within 30 calendar days from the date of written notification from the Contracting Officer described in (3) above, shall bear interest in accordance with clause 52.232-17, Interest.  Any controversies concerning the amount due to the Government shall be subject to the Disputes clause.

g.

Your Tax I.D.  number may be included on the published pricelist to facilitate payment by ordering activities.

 

A.

Short-dated product, in the manufacturer’s original package/container and bearing the original label, 6 months prior to the expiration date printed on the package/container.

 

B.

Outdated product, in the manufacturer’s original package/container and bearing the manufacturer’s original label, up to 12 months beyond the expiration date printed on the package/container.

 

C.

Directly shipped product that is damaged in transit, subject to the FOB terms, or material shipped in error by EM.

 

D.

Discontinued, withdrawn, or recalled product.

 

A.

In-date product (product with more than 6 months expiration dating remaining on manufacturer’s original package/container)

 

B.

Packages/containers with manufacturer’s original label removed

 

C.

Product with prescription or other labels/stickers attached to or torn from manufacturer’s original package/container

 

D.

Repackaged product

 

E.

Product that has been in a fire, clearance, bankruptcy, or similar sale

 

F.

Product sold on “non-returnable “ terms

 

G.

Products dated more than 12 months beyond the expiration date noted on the package/container

 

H.

Product purchased or otherwise obtained in violation of any federal, state, or local law or regulation

 

I.

Product destroyed or damaged from causes such as fire, water, tornado, natural disaster or other catastrophe and product that has otherwise deteriorated due to conditions occurring after shipment and beyond the control of EM, such as improper storage or handling, heat, cold, smoke, and so forth

 

J.

No partials will be accepted for credit

 

K.

Credit or reimbursement will not be issued for product destroyed by Direct Accounts or third parties

 

A.

Obtain authorization for return

 

B.

All returnable products must be returned to EM at the following address:

 

Emmaus Medical, Inc.

 

15 Ingram Blvd., Dock 43

 

LaVergne, TN 37086

 

C.

Returns of EM products from direct customers must include a packing list that contains the following information:

 

I.

Wholesaler name and address

 

II.

Phone number

 

III.

DEA number

 

IV.

List of products, including quantity being returned, lot number, expiration date of each

 

V.

Wholesaler Reference number

 

VI.

Reason for return

 

VII.

Name and address of facility returning product

 

D.

All returns shall be made in compliance with all applicable federal and state laws and regulations.  All charges associated with processing and destruction of returned goods by an EM-approved returned goods service contractor shall be paid by EM.  All other charges (i.e., transportation, processing fees) charged by any third party shall be the responsibility of the Direct Account and shall not be reimbursed by EM.  EM products returned outside of these policy guidelines will not be returned to the Direct Account and no credit will be issued.

 

E.

For retail returns sent to 3rd party processors, credit will be issued to the associated wholesaler at the time of purchase.

 

·

Reimbursement will be issued based on the current wholesale acquisition cost (WAC) less 5%.

 

·

Reimbursement will be made in the form of a credit memo applied to customer’s current account balance or future purchases.  Credits will be issued to direct accounts only.  Indirect customers such as retail and hospital pharmacies will receive credit through their servicing wholesaler.

 

·

No credit will be issued for partials.

 

·

EM will not issue credit or accept charges/ deductions for administrative, handling, or freight charges associated with the return of product to EM.

 

·

Credit or reimbursement will not be issued for product destroyed by Direct Accounts or third parties.

 

·

Credit will not be extended when the intent of the Direct Account is to temporarily reduce inventory.

 

·

Credit memos expire one hundred eighty (180) days from date issued