36C26024Q0041.docx

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C26024Q0041 10-19-2023 Craig Ritchey 253-888-4928 10-25-2023 17:00

EDT

36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661 X X 339115 N/A X 36C531 Department of Veterans Affairs Boise VA Medical Center VISN 20 OFL, Bldg. 28 500 W. Fort Street Boise ID 83702 36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 This is for Consumables that are compatible with Satisloh Ophthalmic Manufacturing Equipment (see Consumables Requirements Description on page 4 for equipment).

This is a small business set-aside IAW FAR 19.502-2.

This will result in the award of a 1-year Blanket Purchase Agreement (BPA).

BPA Period of Performance will be:

11/01/2023 - 10/31/2024 Please see Section E for offeror instructions.

Contracting POC: Craig Ritchey at craig.ritchey@va.gov X Jacob Jackson Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONSUMABLES REQUIREMENT DESCRIPTION

Background:

The Department of Veterans Affairs, Veterans Integrated Service Network 20 Optical Fabrication Lab (OFL) has an ongoing program to furnish eyeglasses to those veterans that require them and are eligible for assistance. It is the VA’s intention to solicit proposals and award a single Blanket Purchase Agreement (BPA) on a competitive basis.

It is anticipated that the OFL will manufacture and produce an estimated (EST) 75,000 to 150,000 pairs of ophthalmic eyewear per annum with an estimated average of 8,000 pairs per month. The OFL currently owns and operates a full Satisloh Digital Surfacing, Finishing, and Anti-Reflective Coatings Lab. The quantities identified herein are estimates only. The actual quantities will be based upon the number of patients who are determined eligible by the VA to receive ophthalmic eyewear.

Scope:

The Contractor will provide all consumables associated with operating ART-Blockers, VFT-Orbit generators, DUO-flex polishers, Auto Magna-spin Coaters, ART-Deblockers, ES-4 Edger systems, and a MX380-Anti-Reflective Coating center.

Consumables – Items that are used and/or consumed in the making of a final good. Examples of Surfacing consumables are (but not limited to) diamond tooling, polish pads, polish, coolant, and PCD cutters. Examples of Finishing consumables are (but not limited to) cutting blades, blocking pads, dressing stones, and vacuum bags. Examples of Coating consumables are (but not limited to) satin, liners, filaments, and lens towels.

1. Specific Tasks:

1.1 Contractor will provide all consumables per piece of equipment covered under the Secure STEP program as ordered by the OFL. This includes two (2) ART Blockers SN( 80090, 80095), two (2) VFT-Orbit Generators SN(26271, 26272), three (3) DUO-Flex Polishers SN(36093, 36094, 36095), one (1) ART De-blocker-A SN(6045), one (1) ART De-blocker-M SN(6609), one (1) MC-380-X SN(380331), and two (2) ES-4 edging systems SN(20662, 20663). Any new additions to the OFL equipment set will be included on future Consumables program coverage. Contractor will provide the consumables needed for processing lenses through the OFL equipment. Any proposed substitutes for, or changes to the approved consumables list must be approved in writing by the Contracting Officer (CO). All consumables will have a warranty against manufacturer material defects and components.

1.2 Backorders: If there is a backorder on any consumable item, the contractor must contact the OFL manager no later than 24 hours by telephone or email (verbal or email) after receipt of order. The contractor will provide the OFL manager with an estimated time of arrival of the backordered product. If the timeframe warrants a substitution (longer than 30 days), the contractor will notify the OFL manager immediately of a suitable substitution. If the contractor anticipates that a particular consumable item will continue to be unavailable for an extended period, and if acceptable to the OFL manager, the substitute may be made part of the contract with a bilateral modification and written notification from the CO. A sample of the substitution will be sent to the OFL manager at no charge.

1.3 Contractor will immediately notify the OFL manager in the event of a product recall, removal, required adjustment, required modification or a substitution that is suggested or mandated by the contractor, distributor, manufacturer, or any regulatory or official agency. The information included in this notification shall include:

· A complete item description, identification

· Administrative identification data including contract number, order number, and order date

· Reason for recall, removal, adjustment, or modification

· Instructions for appropriate corrective actions

1.4 Contractor will notify the OFL manager within 24 hours if there is a depletion of stock of a specific consumable item. The OFL manager and the CO will approve or disprove all replacement consumables.

2. Invoicing and Billing

2.1 An itemized statement of charges shall accompany each filled order from the contractor. This statement of charges must include invoice number, VA Obligation Number (Task Order number), ordering PO number, Order Date, Ship Date, Description of items, and show quantities of each item ordered, shipped, and backordered, as well as item cost, extended cost, and invoice total cost. The itemized billing invoices will be submitted to both the VISN20OFLSupervisors@va.gov and the VA Financial Services Center (VAFSC) for payment through Tungsten Network for payment no later than 10 working days after each month of service. Billing invoices can be submitted sooner if desired by the Contractor. All invoices will be submitted in accordance with these instructions. Invoices for backordered frames must reference the original invoice that the frame was backordered on to include the line-item number and the frame description and the original order date.

2.2 It is expected that at the onset of the contract, the vendor and VA may not be able to immediately begin the above billing process in which case the initial preferred method of payment may be the Government Purchase Card, and the contractor must be Level II billing capable and able to accept the credit card for payment. If this involves additional equipment or computers, this will be at the contractor’s expense. The Government issued purchase order number shall be inserted in the vendor purchase order block.

2.3 Any billing discrepancies shall be addressed with the vendor for resolution within 15 days from the receipt of the comprehensive bill.

2.4 The VA may dispute a charge if an invoice has not been received and/or the product has not been received. If VA disputes a charge, that charge will be deducted from the invoice amount to be paid and the contractor notified accordingly. The invoice must consist of ordering and shipping. Therefore, the contractor may provide proof of shipment of frames with a proper invoice listed above. Payment can be made only after certification from the COR or designee that the prices billed are correct.

2.5 In using the Government Purchase Card, a credit card receipt with the invoice and signed acceptance receipt must be forwarded to the VISN20OFLSupervisors@va.gov as soon as the transaction has been completed in accordance with Government Purchase Card guidelines and time frames.

3. Ordering and Shipping:

OFL requires the contractor to deliver items ordered under this contract:

3.1 Contractor shall deliver all items no later than SEVEN (7) BUSINESS DAYS after receipt of each order. NOTE: If the delivery date falls on a weekend or a holiday, then the delivery date shall be the next normal duty day. Contractor will use the OFL UPS shipping codes for all consumables purchased. That code is Y84W48. The contractor shall provide telephonic or email written notification to the OFL and show cause in the event they are unable to deliver the required items in accordance with the Government’s required delivery date. Failure by the contractor to provide a written notification as stated above within 24 hours after receipt of an order constitutes acceptance of an order.

3.2 There may be occasion for the Government to request receipt of an expedited delivery. In such cases, the ordering activity will telephonically contact the contractor and notify the contractor of such a requirement. Delivery of those items shall be to the VISN 20 OFL located at 500 W. Fort St. BLDG 28, Boise, ID 83702. All consumables ordered shall be delivered as UPS GROUND unless expedited delivery has been directed. NOTE: If the delivery date falls on a weekend or a holiday, then the delivery date shall be the next normal duty day. Contractor will use OFL UPS shipping codes for shipping charges. The contractor shall provide telephonic or email written notification to the OFL VISN20OFLSupervisors@va.gov and show cause in the event they are unable to deliver the required items in accordance with the Government’s required delivery date. Failure by the contractor to provide a written notification as stated above within 24 hours after receipt of an order constitutes acceptance of an order. Any additional costs incurred by the contractor for meeting this requirement shall be negotiated in accordance with clause 52.212-4(c), Contract Terms and Conditions—Commercial Items.

3.3 The expectation is that the contractor will monitor their stock and propose a substitute before consumable items become unavailable. However, the contractor shall notify VISN20OFLSupervisors@va.gov via email or fax in the event of backorders or other delays. If there is a backorder on any consumable item, the contractor must contact the VA no later than 24 hours after the contractor is notified by the item manufacturer/supplier. The contractor shall offer the OFL a substitute of equal or higher quality. If acceptable to the VA, the substitute may be made part of the contract with a bilateral modification. The contractor’s notification shall include the cause for delay, remedy date and date of expected shipment to the designated address as indicated on the order. Failure by the contractor to provide a written notification within twenty-four (24) hours as specified above constitutes a performance failure, the CO will then undertake any action authorized pursuant to the contract or otherwise in accordance with applicable law and regulations. Shipping charges shall be accounted for in the per unit prices quotes and will not be paid for separately by the VA.

3.4 Delivery of consumables will be directly to the V20 OFL, ATTN: Purchasing Agent, 500 W. Fort St. BLDG 28, Boise, ID 83702. at no extra charge to the Government for routine delivery (2nd Day) to the above destination.

3.5 The contractor shall provide all consumables ordered in strict conformance to the order sheet provided by the OFL at the time of ordering. Verification of orders and delivery to the OFL shall be documented and provided to the OFL manager during each billing cycle VISN20OFLSupervisors@va.gov.

4. Warranty During the warranty period, the contractor shall make all necessary adjustments (i.e., material defects and component failures) and replacement.

4.1 The contractor warrants/guarantees the consumables against defective material and/or workmanship for a minimum of one year from the date of acceptance. Manufacturer’s warranties of consumables and components that extend beyond the minimum one-year period will be expressed and enforced.

4.2 The contractor agrees to furnish without additional cost to the Government, all labor, and materials necessary to correct defects that were detected during the guarantee period. Defective consumables will be replaced through exchange of defective stock.

4.3 Should a consumable order be incorrectly filled; the contractor agrees to make corrections at no additional cost to the Government including restocking fees. Full credit will be given on all returned, recalled, or discontinued items. These conditions do not apply to adjustments incidental to the normal wear and tear of use or where there is evidence of deliberate misuse or alteration by anyone other than the contractor.

4.4 If consumables are returned to the contractor for correction of a problem due to contractor error, the corrected consumables order shall be returned to the OFL within 48 hours of contractor receipt of the returned items.

5. Other Pertinent Information or Special Considerations

5.1 Inspection and Acceptance Criteria

All Consumable items and maintenance kits for PM’s provided by the contractor shall be new and in the original containers shipped to OFL using UPS shipping code Y48W84 and UPS Ground as the delivery method unless other means are identified at the time of order. Consumables may be returned for credit or exchange for other consumables as needed by the OFL.

6. Place of Performance:

Consumables will be delivered to the OFL located at the Boise VA Medical Center BLDG 28 Boise, ID 83702, unless a location change is specifically requested by the OFL Supervisor.

7. Business Hours:

The OFL’s standard operating hours are 6:00 a.m. – 4:30 p.m. M-F, (exclusive of federal holidays) Mountain Time

8. Federal Holidays:

Unless specifically authorized in writing by the CO, no services will be provided, and no charges will be incurred and/or billed to any order on any of the Federal Holidays listed below.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

**All part numbers listed are Satisloh North America. This is a brand name or equal procurement, and all consumables shall be compatible with Satisloh Equipment. All quantities are estimated.**

Varidos 1kg

MANUFACTURER PART NUMBER (MPN): 02-002-323

Collet, Duo Flex

MANUFACTURER PART NUMBER (MPN): 02-072-313

Suction Ring

MANUFACTURER PART NUMBER (MPN): 05-057-572

Protecting Cap

MANUFACTURER PART NUMBER (MPN): 05-070-177

Insulator Shield

MANUFACTURER PART NUMBER (MPN): 05-905-056

Anode

MANUFACTURER PART NUMBER (MPN): 20-903-614

LH Beam Former

MANUFACTURER PART NUMBER (MPN): 20-903-615

RH Beam Former

MANUFACTURER PART NUMBER (MPN): 20-903-616

Suction Cup

MANUFACTURER PART NUMBER (MPN): 25-051-565

Washer for Emitter

MANUFACTURER PART NUMBER (MPN): 35-901-695

Filim, Bus Bar LH

MANUFACTURER PART NUMBER (MPN): 60-051-683

Filim, Bus Bar RH

MANUFACTURER PART NUMBER (MPN): 60-051-684

Gas Retainer

MANUFACTURER PART NUMBER (MPN): 60-052-723

Gas Retainer

MANUFACTURER PART NUMBER (MPN): 60-052-724

Swabs

MANUFACTURER PART NUMBER (MPN): 90-901-681

Swabs

MANUFACTURER PART NUMBER (MPN): 90-901-682

Exhauster Filter

MANUFACTURER PART NUMBER (MPN): 92-004-588

Dressing stone ES 2 white 35x18x15mm

MANUFACTURER PART NUMBER (MPN): 92-004-767

Dressing stone ES 2 pink 31x18x15mm

MANUFACTURER PART NUMBER (MPN): 92-004-768

ES 3 Grooving bit, +6? 0,7mm PC

MANUFACTURER PART NUMBER (MPN): 92-005-111

ES 3 Grooving bit, -6? 0,7 mm CR39

MANUFACTURER PART NUMBER (MPN): 92-005-112

Satisloh Crucible Liner, 23x15mm

MANUFACTURER PART NUMBER (MPN): 92-005-139

Satisloh Cover, CV pack of 10

MANUFACTURER PART NUMBER (MPN): 92-005-140

Satisloh Viewport Window, Large ?158x3mm

MANUFACTURER PART NUMBER (MPN): 92-005-196

EB Gun individual filament

MANUFACTURER PART NUMBER (MPN): 92-005-235

Satisloh S3F 500 g

MANUFACTURER PART NUMBER (MPN): 92-005-241

Satisloh S11P 250 g

MANUFACTURER PART NUMBER (MPN): 92-005-252

Satisloh AR Plus 500 g

MANUFACTURER PART NUMBER (MPN): 92-005-257

Satisloh SA1G 100 g

MANUFACTURER PART NUMBER (MPN): 92-005-260

Satisloh SC1G 250 g

MANUFACTURER PART NUMBER (MPN): 92-005-264

SATIS Ecosolve 105 Detergent -1 gallon

MANUFACTURER PART NUMBER (MPN): 92-005-277

SATIS Ecosolve 70 Detergent - 1 gallon

MANUFACTURER PART NUMBER (MPN): 92-005-282

Satisloh Lens Towels

MANUFACTURER PART NUMBER (MPN): 92-005-291

SATIS Lens Cleaner

MANUFACTURER PART NUMBER (MPN): 92-005-292

Satisloh Quartz B gold d 5.98 MHz 10/box

MANUFACTURER PART NUMBER (MPN): 92-005-881

Satisloh Insulator, HV

MANUFACTURER PART NUMBER (MPN): 92-006-011

Satisloh Insulator, Flanged

MANUFACTURER PART NUMBER (MPN): 92-006-012

SATIS REFLECTING SHIELDS (NICKEL)

MANUFACTURER PART NUMBER (MPN): 92-006-061

Anti slip pad high performance 500 pcs.

MANUFACTURER PART NUMBER (MPN): 92-006-069

Satisloh SATIN 380, pills

MANUFACTURER PART NUMBER (MPN): 92-006-299

Satisloh Light Bulb UV-Lamp

MANUFACTURER PART NUMBER (MPN): 92-006-543

Satisloh Lens UV-Lamp, Coated G3

MANUFACTURER PART NUMBER (MPN): 92-006-545

Coolant LH-305 Plus, 5 gallon pail

MANUFACTURER PART NUMBER (MPN): 92-006-637

Satisloh G-T100, 150 ml

MANUFACTURER PART NUMBER (MPN): 92-006-821

SATIS Filter, Coating, G-T100,Pre-filled

MANUFACTURER PART NUMBER (MPN): 92-006-822

Satisloh Filament Ion Gun Mark I(+)

MANUFACTURER PART NUMBER (MPN): 92-007-547

ES 4 Pin bevel Lathing D60 PC

MANUFACTURER PART NUMBER (MPN): 92-007-695

ES 4 Pin bevel Lathing D60 CR

MANUFACTURER PART NUMBER (MPN): 92-007-696

NBR / SBR Pad With Sock, 16x22

MANUFACTURER PART NUMBER (MPN): 92-007-714

ES 4 wheel 57x20 PCD/K20/6 teeth K

MANUFACTURER PART NUMBER (MPN): 92-007-753

Machine-Clean,External Polish Remover,ga

MANUFACTURER PART NUMBER (MPN): 92-007-787

Slurry Clean Polish Tank Cleaner, quart

MANUFACTURER PART NUMBER (MPN): 92-008-068

SECUREDGE 17X33 OVAL SOL CTR SL-1000/RL

MANUFACTURER PART NUMBER (MPN): 92-008-584

Satisloh Mark I+ Gas Distributor Graphit

MANUFACTURER PART NUMBER (MPN): 92-009-074

Premium-FLEX XL D/T 1/1

MANUFACTURER PART NUMBER (MPN): 92-009-949

Premium-FLEX XL D/T 3/3

MANUFACTURER PART NUMBER (MPN): 92-009-950

Premium FLEX XL D/T 5/5

MANUFACTURER PART NUMBER (MPN): 92-009-951

Premium-FLEX XL D/T 7/7

MANUFACTURER PART NUMBER (MPN): 92-009-952

Premium-FLEX XL D/T 9/9

MANUFACTURER PART NUMBER (MPN): 92-009-953

Premium-FLEX XL D/T 11/11

MANUFACTURER PART NUMBER (MPN): 92-009-954

Premium-FLEX XL D/T 13/13

MANUFACTURER PART NUMBER (MPN): 92-009-955

Filter Element for vessel (50 mic)

MANUFACTURER PART NUMBER (MPN): 92-009-956

ART Adhesive UV 307A 18 kg US

MANUFACTURER PART NUMBER (MPN): 92-010-055

VFT Orbit 12 blade incl. 1 voucher

MANUFACTURER PART NUMBER (MPN): 92-010-186

Speed-FLEX D 1/1

MANUFACTURER PART NUMBER (MPN): 92-010-248

Speed-FLEX D 3/3

MANUFACTURER PART NUMBER (MPN): 92-010-249

Speed-FLEX D 5/5

MANUFACTURER PART NUMBER (MPN): 92-010-250

Speed-FLEX D 7/7

MANUFACTURER PART NUMBER (MPN): 92-010-251

Speed-FLEX D 9/9

MANUFACTURER PART NUMBER (MPN): 92-010-252

Speed-FLEX D 11/11

MANUFACTURER PART NUMBER (MPN): 92-010-253

Speed-Flex D 13/13

MANUFACTURER PART NUMBER (MPN): 92-010-254

AUTOTAPE SURFACE SAVER TAPE 1400, ROLL

MANUFACTURER PART NUMBER (MPN): 92-010-303

Super LohFoam 10, 1 gallon

MANUFACTURER PART NUMBER (MPN): 92-010-383

VFT-Orbit Turning Tip R2mm synth.

MANUFACTURER PART NUMBER (MPN): 92-010-972

Satisloh Digi-Pro polish (5 gallons)

MANUFACTURER PART NUMBER (MPN): 92-011-160

OPS Premium Block ·5 R500 BC1

MANUFACTURER PART NUMBER (MPN): 92-011-192

Thermo200 corrosion inhibitor 1 gallon

MANUFACTURER PART NUMBER (MPN): 92-012-020

B.3 DELIVERY SCHEDULE

VISN 20 OFL, Bldg. 28 500 W. Fort St.

Boise, ID 83702 United States

208-422-1000, Ext. 7300 daina.sites@va.gov

B.4 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.5 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Primary Point of Contact:

Alternate Point of Contact:

UEI NUMBER:

Cognizant Office (Include complete address):

NCO 20 Network Contracting Office

ATTN: V4CONT

1601 E. Fourth Plain Blvd Bldg.17, Suite B428 Vancouver WA 98661

B.6 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 15 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

B.7 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $3,000,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $3,000,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.8 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.9 PERIOD OF PERFORMANCE

This BPA expires on 10-31-2024 or such later ending date as determined by the exercise of any option.

B.10 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

B.11 PRECEDENCE

The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.4 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023) (DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible and certified service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the certified Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128.).

(c) Non-Veteran offerors proposing to use certified SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the certified SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.5 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e)…