FSS-65-II-A - Talyst Systems LLC - V797D30200

Department of Veterans Affairs

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and option to create an electronic delivery order, are available through GSA Advantage! a menu-driven database system. The INTERNET address for GSA Advantage! is: www.GSAAdvantage.gov For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at http://www.fss.gsa.gov Cumulative Price List Effective Date (6-1-2013) Prices Shown Herein are Net (discount deducted) Medical Equipment and Supplies

FSC Group 65, Part II Sections A

FSC Class 6530

Contract No: V797D-30200 Contract Period: 6-1-2013 through 5-31-2018 Talyst Inc.

11335 NE 122ND Way Suite 200 Kirkland WA 98034 Toll Free: 877.4.TALYST Phone: 425.289.5400 Fax: 425.289.5401 www.talyst.com Size of Business: Small

TIN: 75-3054716

Table of Contents

Contract Information……………………………………………………………………………………1

Customer Information…………………………………………………………………………….……3

Price List………………………………………………………………………………………………

Attachment A: Product Installation Attachment B: Training…………………………………...…………………………………………..7

Attachment C: Warranty……………………………………………………….……………………..8

Attachment D: Service and Support………………………………….…………………...…….9

Customer Information

A-92 A-200

4% to 62.16% 31.66%

$450K or 1 system $500K

Basic Discount (covered drug “Dual Pricing”)

FORMDROPDOWN

Credit Card Acceptance MPT = Micropurchase Threshold

FORMDROPDOWN

FORMDROPDOWN

$3,000

Price List for Contract No V797D-30200

ATTACHMENT “A”

Product Installation

Pre-Implementation Planning. The parties agree to participate in a kickoff meeting (the time, date and place thereof to be mutually agreed upon by the parties’ project managers) to plan the implementation. Customer will ensure that such kickoff meeting will include participation from Customer’s (to the extent applicable) director of pharmacy, pharmacy project manager, facilities manager, IT representative and technical services representative. The pre-implementation process will include agreement by the parties on an appropriate site, including address, specific location, etc. (an “Installation Site”) for the proper installation of each item of Equipment, taking into account all site preparation requirements given to Customer by Talyst, including physical, IT, electrical and environmental requirements (“Site Requirements”).

Formulary Requirements. During pre-implementation planning, Customer and Talyst will mutually agree on the timing for Customer’s provision of an electronic list of its complete formulary, including oral solids to be packaged using AutoPack, if applicable (the “Oral Solid List”), using the template provided in Attachment F.

At least thirty (30) days prior to the scheduled installation date for each item of Equipment (“Installation Date”), Talyst will give Customer written notice thereof. Talyst will install each item of the Equipment at the applicable Installation Site, at no charge to Customer, within one-hundred twenty (120) days from the Effective Date. Talyst will not be required to install any Equipment or Software at an Installation Site unless and until (i) Customer has participated in a project kickoff meeting, (ii) such Installation Site fully complies with all Site Requirements, (iii) Customer has provided to Talyst its Oral Solid List; and provided, that the Equipment and/or Software has not been modified without Talyst‘s prior written consent and/or subjected to unusual physical or environmental stress, accident, neglect, misuse or other damage not caused by Talyst.

Installation Site. Customer will be solely responsible, at its expense, for ensuring that each Installation Site complies with all Site Requirements prior to installation (including without limitation, making all required facility modifications to the Installation Site and/or the premises on which such Installation Site is located, such as removing doors or windows) and obtaining necessary permits. Upon request, Customer will provide written evidence that all Permits have been obtained. Customer will be solely responsible for compliance with any applicable building codes in connection with the installation of the Equipment.

Interfaces. Talyst will configure the Software to interface with Customer’s Wholesaler, HIS/PHIS, and Automated Dispensing Units as so long as customer provides data to Talyst in accordance with Talyst interface specifications.

All interfaces indicated are to be installed as part of the Installation and may require Talyst to have remote access to the AutoPack system. Should Customer opt to defer any interface, or should Customer not be able to provide its agreed upon interface(s), then Customer shall accept the Product(s) with a deferment of the interface. Customer has up to six months from date of installation to request interface installation; after that time Talyst will charge Customer for a new interface at its then standard rates. Additional charges for installing deferred interfaces will apply.

Customer Responsibilities: Customer is solely responsible for coordinating with other vendors to provide Talyst with interfaces complying with Talyst provided interface specifications for the interfaces selected below. Customer is solely responsible for any other vendor fees associated with implementation. Customer is solely responsible for ensuring cooperation of other vendors with Talyst. Customer must confirm that its system meets Talyst’s interface specifications and provide samples to Talyst within thirty (30) days of the Effective Date. Delays in such confirmation may result in delays in the installation schedule.

ATTACHMENT “B”

Training

Personnel on-site training is included and provided at no-charge as follows:

In conjunction with installation, Talyst will provide two (2), four (4)-hour onsite training sessions held on a single day of customer’s choosing per site with respect to the Equipment and Software for four or fewer of Customer’s pharmacists and/or support technicians who, in turn, will be able to train additional Customer personnel. Such training will be provided between 8:00 a.m. and 5:00 p.m., local time at the Installation Site. If additional training is requested by Customer, or training is requested outside of such hours, such additional training will be provided by Talyst at its then current rates (plus reasonable travel and out of pocket expenses) at such time and place as the parties may agree upon.

Talyst Headquarter Training. Customer may send two (2) of its personnel per site to Talyst’s regularly scheduled User Training classes at Talyst’s facility for certification training prior to installation. Customer shall bear all travel and related costs. There is no training fee for the initial two (2) persons per site, but training fees shall apply for additional persons at the then current rate.

ATTACHMENT “C”

Warranty

Warranties. Talyst warrants that: (i) each component of Equipment, as originally delivered by Talyst and in normal service and under normal conditions, will be free from defects in material and workmanship and will conform with the applicable Specifications for such Equipment during the 90 day period beginning on the Acceptance Date (the “Equipment Warranty”); (ii) the Software, as originally delivered by Talyst, will substantially conform with the Specifications for such Software during the 90 day period beginning on the Acceptance Date (the “Software Warranty”); and (iii) all repairs made to the Equipment will be free from material defects in material and workmanship for a period of 90 days after completion (the “Service Warranty,” and collectively with the Equipment Warranty and Software Warranty, the “Warranties”).

Remedies. Talyst’s exclusive obligation and liability, and Customer’s exclusive remedy, for breach of the Equipment Warranty are as follows: Talyst will promptly adjust, repair or replace (at its option), free of charge, the defective part(s) of the Equipment. Talyst’s exclusive obligation and liability, and Customer’s exclusive remedy, for breach of the Software Warranty, will be to promptly use reasonable efforts to correct or provide workarounds to the nonconformance or reinstall the nonconforming Software, free of charge; provided that Customer has given to Talyst sufficient details to enable Talyst to recreate or simulate the nonconformance. Talyst’s exclusive obligation and liability, and Customer’s exclusive remedy, under the Service Warranty will be to promptly re-perform, at Talyst’s expense, the repairs that have failed to meet the Service Warranty.

Warranty Conditions. Any claim by Customer under any of the Warranties must be made in writing to Talyst within thirty (30) days of the discovery of such claim. Failure by Customer to notify Talyst within such period will result in the loss by Customer of any and all benefits associated with the applicable Warranty. The Warranties are made to and for the benefit of Customer only. The Warranty Period will not be extended for any reason whatsoever, including the suspension of the use of any Product because of repair, examination or any other reason, unless directly caused by Talyst.

Return Goods Policy. Talyst shall not accept any return or exchanges for any model of the AutoCarousel or AutoPack (“Capital Equipment”). In the event the Customer has purchased Support, Talyst shall repair the Capital Equipment per the support contract. In addition, Talyst shall replace any defective or non-conforming consumables (including paper, ribbon or unused canisters) within thirty days of purchase so long as they are unused and unopened.

Warranty Exclusions. None of the Warranties will cover defects or Claims arising from or sustained by (i) abuse, neglect or misuse; (ii) use of unauthorized parts or failure to maintain the Equipment in accordance with Talyst’s written instructions (including without limitation, any relevant Documentation) including any Service Bulletins; (iii) relocation of the Equipment; (iv) unauthorized modifications, enhancements or additions made by persons not directly responsible to Talyst, (v) causes other than ordinary use under normal conditions, including without limitation, accident, fire or water damage, neglect, air conditioning failure or humidity control failure; (vi) failure by Customer to put in place and maintain the Site Requirements; (vii) installation or configuration of the Equipment or Software by a third-party not previously approved in writing by Talyst; (viii) Customer’s inaccurate measurement of medications; (ix) use of the Equipment or Software with any equipment, accessories, components, consumables, hardware or software not provided by Talyst hereunder specifically for use therewith (unless previously approved in writing by Talyst); (x) user created reports; or (xi) in the case of AutoPack, use of a canister for any medication other than the manufacturer-specific medication for which the canister was built.

Configuration Modifications for AutoPack. The AutoPack System is a turnkey system that includes the hardware and software required. Only the software provided by Talyst may be loaded on the computer hardware provided as part of the AutoPack Interface Manager Software Package. Additions to, updates to or modification of the configuration provided, including use by Customer of its own computer, without prior written approval by Talyst will void the warranty.

ATTACHMENT “D”

Service & Support

Support. Talyst offers to Customer its support and maintenance services described below (“Support”).

Support includes:

· Support will be provided 24 hours a day, 7 days a week, and 365 days a year.

· Talyst will provide technical assistance with respect to the Equipment and Software by telephone. Talyst may, in its sole discretion, provide support by remote access through dial-ins or high-speed access to all of the equipment on which the Software is operating and/or on-site at the applicable Installation Site.

· Customer will be responsible to first determine whether or not the Equipment requires any maintenance services. Talyst will, as soon as practicable after Customer’s service call in this respect, perform any repair or replacement it determines, in its sole discretion, is necessary or useful to restore the Equipment to good operating condition. All parts furnished in connection with repairs and maintenance will become components of the Equipment.

· Support calls will be responded to by Talyst by phone within four (4) hours; if the support call is determined to be mission-critical, Talyst will escalate and/or address within 24 hours (including, if appropriate, by providing on-site support within 24 hours).

· Any bug fixes, patches, minor enhancements and minor updates and modifications to the Software for which Talyst does not typically charge a fee, on an as available basis are included in the support agreement

· On-site preventive maintenance visits for each item of Equipment every six (6) months.

Support Fees. Support Fees are invoiced once per year and are due and payable in advance.

Support Term. Support is provided for twelve (12) month terms. Talyst may choose to not renew Support for equipment that is at the end of its useful life, as Talyst deems in its sole discretion.

Customer Responsibilities. Talyst’s provision of support services is subject to the following additional terms and conditions:

Customer will maintain the Equipment in accordance with the written maintenance instructions provided to Customer by Talyst from time to time, in order to keep the Equipment in good working condition (normal wear and tear excepted). Customer will use the Equipment and Software in compliance with the written guidelines of Talyst and/or its suppliers, as may be provided to Customer from time to time hereunder.

Customer will appoint at least two individuals per Installation Site who have been trained by Talyst in the operation of the Equipment and Software to serve as primary contacts between Customer and Talyst regarding any interaction they may have in connection with any service call (“Customer Representatives”). Customer must have a Customer Representative available for all pharmacy shifts.

Customer will provide Talyst and its subcontractors with all assistance reasonably requested by Talyst for purposes of providing support, including without limitation, adequate access to the applicable Installation Site, Equipment and Software during or after Customer’s business hours, as the case may be, and the ability to have high speed remote access to the all of the equipment on which the Software is operating at all times. On-site visits required because of Customer’s lack of high speed remote access will be charged to Customer.

Customer will document and promptly report to Talyst all detected errors or malfunctions of the Equipment or Software with sufficient detail to enable Talyst to reproduce or recreate the nonconformance. Customer will take all necessary or recommended actions to correct or address such errors or malfunctions within a reasonable time after such actions have been communicated to Customer by Talyst.

Customer will be solely responsible for (i) providing appropriate supervision and management of the use of the Equipment and Software by its personnel and agents and (ii) the implementation of any backup facilities and/or plans for all computer programs and data in the event of errors or malfunction of the Software or Equipment. Support for Browser and Internet connections are Customer’s responsibility.

Talyst will provide Service Bulletins which may contain procedures to solve common problems, Customer agrees to comply with applicable items provide in Service Bulletins.

Support Limitations. Talyst will be under no obligation to provide any Support hereunder due to errors, malfunctions or defects arising from: (i) abuse, neglect or misuse; (ii) use of unauthorized parts or failure to maintain the Equipment in accordance with Talyst’s written instructions (including without limitation, any relevant user’s manuals and documentation and Support Bulletins); (iii) installation, configuration, relocation or re-installation of the Equipment or Software by anyone other than Talyst; (iv) unauthorized modifications, enhancements or additions made by anyone other than Talyst, (v) causes other than ordinary use under normal conditions, including without limitation, accident, fire or water damage, neglect, air conditioning failure or humidity control failure; (vi) failure by Customer to put in place and maintain the Site Requirements; (vii) use of the Equipment or Software with any equipment, accessories, components, consumables or software not provided by Talyst hereunder specifically for use therewith (unless previously approved in writing by Talyst); (viii) failure of Customer to install and use updates of the software provided by Talyst; (ix) user created reports; or, (x) use of a canister for any medication other than the manufacturer-specific medication for which the canister was built. Any services provided by Talyst with respect to any of the foregoing exclusions or for any other cause that is not attributable to Talyst will be billed to Customer at Talyst’s then current rates for such services. Support services are not provided for barcode scanners and UPS’s

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Talyst Inc.

6.1.2013 Contract No. V797D-30200