36C26025Q0268.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

36C26025Q0268 03-12-2025 Craig Ritchey 253-888-4928 03-19-2025 17:00

EST

36C260 NCO 20 Network Contracting Office

ATTN: V4CONT

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

X

339115 1000 Employees

NET 30

N/A

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

Vendor to provide lenses for veterans' eyeglasses for the Veterans Integrated Service Network 20 Optical Fabrication Lab.

This Request for Quote (RFQ) is for a multiple-award Blanket Purchase Agreement (BPA). The VA intends to award two or more BPAs to manufacturer suppliers of ophthalmic lenses.

BPA Ordering Period:

04/11/2025 - 04/10/2030

Please see Section E for offeror instructions.

Contracting POC: Craig Ritchey at craig.ritchey@va.gov

William Havens Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C260

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PERFORMANCE WORK STATEMENT (PWS)

BACKGROUND:

The U.S. Department of Veterans Affairs (VA), Veterans Health Administration (VHA), Veterans Integrated Service Network 20 (VISN 20) Optical Fabrication Lab (OFL) administers an ongoing program to furnish eyeglasses to those Veterans that require them and are eligible for assistance.

In order to fulfill the material supplies required for uninterrupted operation of its mission, VISN 20 OFL intends to competitively establish multiple-award Blanket Purchase Agreements (BPAs) with its qualified sources of supply (i.e. suppliers) as a simplified method for filling anticipated repetitive needs for supplies via established charge accounts. The Government therefore intends to issue BPAs to multiple suppliers capable of providing a diverse array of lens styles at fair and reasonable prices.

Historically, amongst all suppliers, VISN 20 OFL has required and will require in the future an estimated 137,000 ophthalmic lenses per year. While the Government anticipates this level of demand to continue in support of VISN 20 OFL’s operations, this estimate does not guarantee or imply that any number of orders will be placed under this multiple award BPA. The actual quantities which will be contracted for with suppliers will be based upon the number of patients who are determined eligible by the VA to receive ophthalmic eyewear.

Opportunity amongst the multi-award BPA holders will be provided for by the Government in based upon the demand signal established for specific lenses by the Government’s prescribing clinicians. The Government via its VISN 20 health care providers will select, based on the individual needs of the Veteran, the most appropriate lens choice based on their clinical judgment. It is therefore a material requirement of the BPA that each supplier provides a materials and price list of the most suitable array of lenses, including the most current information regarding product features and samples of each lens in order to furnish the Government’s health care providers with information required for them to make the best selection for each Veteran.

SCOPE AND REQUIREMENTS:

The supplier shall provide all materials, labor, equipment, quality assurance, and transportation required to provide the ordered ophthalmic lenses to the Government. Only those lenses incorporated into a supplier’s material and price list under the BPA will result in an order and contract under the BPA.

1. Required Materials:

1.1 Once an order is placed against the BPA by the Government using the supplier’s material and price list under the BPA, the supplier shall provide lenses to the Government according to the BPA’s terms and conditions as described herein.

1.2 Lens Standards: All lenses shall be manufactured in accordance with the current edition of the “American National Standards for Ophthalmic Lenses ANSI Z80.1, ANSI Z80.3, ANSI Z80.9, and/or ANSI Z87.1, and current Food and Drug Administration (FDA) Regulation (2) CFR, Parts 3 and 4 for impact resistance.

1.3 Lens Variety and Features: Lense selections shall include the following:

· Single Vision Finished

· Single Vision Semi-Finished

· FT-28 Bi-focal semi-finished

· FT-35 Bi-focal semi-finished

· FT-45 Bi-focal semi-finished

· 7x28 Tri-focal semi-finished

· 8x35 Tri-focal semi-finished

· Progressive Adaptive Lenses (PAL) semi-finished

· Round Segment 22 semi-finished

· Round Segment 24 semi-finished

All lenses shall be coated unless there are no coated options available for that specific lens.

All lenses shall be available in clear, Photo-chromatic and polarized in all available colors.

All lenses shall be available in CR-39 plastic, 1.55 Mid-Index, 1.67 Hi-index, 1.74 Hi-Index, Polycarbonate, and Trivex.

Lens blanks shall be available in 65mm, 70mm, 75mm, and 80mm. Lenticular, aspheric, and other specialty lenses shall be available.

1.3.1 Single Vision finished lenses shall be available in Plano, Spherical, Plano-cylindrical, and spherical-cylindrical from +6.00 to -8.00 spherical and 0.00 to -4.00 cylindrical power. Anti-Reflective coated lenses shall be available in Single Vision Finished in both clear and Photo-chromatic. Single Vision Finished lenses shall be available in standard thickness and safety thickness.

1.3.2 Single Vision Semi-Finished lens blanks shall be available in clear, Photo-chromatic, and polarized. Base curves shall be available from 0.00 to 12.00.

1.3.3 Bi-Focal semi-finished lens blanks (FT-28, FT-35, and FT-45) shall be available in clear, Photo-chromatic, and polarized. Base curves shall be available from 0.00 to 12.00 with ADD powers from +0.50 to +6.00.

1.3.4 Tri-Focal semi-finished lens blanks (7x28 and 8x35) shall be available in clear, Photo-chromatic, and polarized. Base curves shall be available from 0.00 to 12.00 with ADD powers from +1.00 to +6.00. 50% intermediate power shall be available.

1.3.5 Progressive Adaptive Lenses (PAL) shall be available in clear, Photo-chromatic, and polarized. Base curves shall be available from 0.00 to 12.00 with ADD powers from +0.50 to +6.00.

1.4. Lens Samples: Samples of lenses made available by the supplier under the BPA shall be provided by the supplier to the Government annually, as needed as specified by the Government, at no additional cost. Sample lenses for new commercial products using emerging technologies shall be provided by the supplier to the Government at no cost for evaluation and acceptance before being incorporated into the supplier’s BPA material and price list.

1.5 The supplier shall maintain 95% availability of the lenses covered by the BPA.

1.6 New lenses may be incorporated under the supplier’s BPA material and price list at the request of the supplier if the new lenses meet an existing Government requirement. These additional lens-related items may be added to the supplier’s BPA’s material and price without further competition via written modification to the BPA.

1.7 The contractor shall immediately notify the CO and VISN20OFLSupervisors@va.gov 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 action

2. Definitions:

2.1 “Contract” means a mutually binding legal relationship obligating the supplier to furnish the supplies and the Government to pay for them. It includes all types of commitments that obligate the Government to an expenditure of appropriated funds and that, except as otherwise authorized, are made in writing by the Contracting Officer. Contracts include, but are not limited to, orders or bilateral modifications to orders, under which the contract becomes effective by written acceptance.

2.2 “F.O.B. Destination” means Free on Board at Destination; i.e., the supplier delivers the goods on the supplier’s conveyance at destination. The supplier is responsible for the cost of shipping and risk of loss.

2.3 “In writing” or "written" means any worded or numbered expression that can be read, reproduced, and later communicated, and includes electronically transmitted and stored information.

2.4 “Latent defect” means a defect that exists at the time of acceptance but cannot be discovered by a reasonable inspection.

2.5 “Warranty” means a promise or affirmation given by a contractor to the Government regarding the nature, usefulness, or condition of the supplies or performance of services furnished under the contract.

3. Ordering Process:

3.1 Orders will be competitively awarded by the Government to suppliers based upon the supplier’s BPA material and price list, past performance, availability of products, and country of origin of products. The Government may request a quote from suppliers for products covered by the BPA. The order is an offer by the Government to the supplier to buy certain supplies upon specified BPA terms and conditions. A contract is established when the supplier accepts the Government’s offer (i.e. accepts the order) in writing.

Note: This ordering process is required because neither the material and price list incorporated into the supplier’s BPA, nor a supplier quotation, constitute an offer from the supplier. Consequently, neither basis may be used by the Government to form a binding contract. Issuance by the Government of an order in response to a supplier’s BPA material and price list or quotation does not by itself establish a contract; acceptance of the order by the supplier is needed in order to establish the contract between the Government and supplier.

3.2 If the Government issues an order resulting from a BPA material and price list or quotation, the Government may by written notice to the supplier, at any time before acceptance occurs withdraw, amend, or cancel its offer.

3.3 Any supplier discounts offered for quantity orders should be identified and incorporated within the supplier’s material and price list under the BPA. Additional discounts may be requested by the Government at the time of ordering.

3.4 The supplier shall respond in writing within 1 business day of the Government sending the order.

3.4.1 If upon receiving the order from the Government, the supplier identifies that there is a backorder on any lens style, the supplier shall contact the Contracting Officer (CO) or Ordering Officer (OO) who placed the order in writing within 24 hours before accepting the offer (i.e. the order). The supplier shall provide the CO or OO who placed the order with an estimated date of arrival of the backordered product. If the timeframe is anticipated to exceed 30 calendar days, the supplier shall notify the CO or OO who placed the order immediately of a suitable substitution with the same salient characteristics of the ordered item and whether the suitable substitution is covered by the existing supplier BPA. If the suitable substitute item is not already incorporated into the BPA, a sample of the suitable substitution will be sent to the Government at no charge. If the supplier anticipates that a particular lens style will continue to be unavailable for an extended period, the suitable substitution may be bilaterally incorporated by the parties into the material and price list under BPA.

3.5 Following the written acceptance of the order, the supplier shall provide the CO or OO who placed the order with a written status of the shipping and delivery under the contract, including any tracking numbers.

3.6 The supplier shall provide all ophthalmic lenses ordered under the contract in strict conformance to the order sheet provided by the Government as a part of the order and resulting contract.

3.7 The government may submit multiple orders daily, weekly, or monthly. Supplier batching of orders (i.e. holding orders to meet a minimum requirement prior to shipping) is not authorized.

3.8 The Government does not guarantee that the supplier will receive an order under the BPA. The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach the following authorized Order limits:

3.8.1 Orders by a CO shall not exceed $3,000,000 per Order.

3.8.2 Orders by an OO shall not exceed $250,000 per Order.

3.9 Ordering Officers (OOs) are authorized to place orders under this BPA subject to the order limitations at 3.8.2. OOs will be authorized to place orders under this contract. Fulfilling orders from persons other than the Contracting Officer (CO) or OO may result in loss or delay in payment for supplies/services provided under such orders.

The CO will furnish the contractor with an updated list of individual OOs authorized to place orders against the contract or agreement, see VHAPM Part 801.603-70-1. OOs may not negotiate contract terms and conditions, determine price reasonableness, or determine best value. OOs are responsible for issuing and administering orders placed under the contract or agreement identified in the appointment letter. OOs do not have authority to modify any of the terms and conditions in the contract or agreement. The CO must approve any changes in or deviations from the terms and conditions of the contract or agreement in writing prior to placing orders invoking those terms and conditions. The contractor shall accept orders against the contract or agreement only from the CO or authorized OOs and fulfilling orders from persons other than the CO or OO may result in an unauthorized commitment.

3.9.1 The CO, via administrative modification to the BPA, will furnish the supplier with a list of individual OOs currently authorized to place orders against the BPA.

TBD PRIOR TO AWARD OF BPA

3.9.2 OOs may not negotiate BPA terms and conditions, add open market items not included in the BPA’s material and price list to the order, or deviate from the BPA’s Performance Work Statement (PWS). The CO must approve any changes or deviations from the terms and conditions of the BPA in writing prior to an OO placing orders invoking those terms and conditions.

3.9.3 The supplier shall accept orders against the BPA only from the CO or authorized OOs. Fulfilling orders from persons other than the CO or OO may result an unauthorized commitment, and in significant delays in payments for supplies provided under any such orders.

4. Shipping and Delivery:

4.1 The supplier shall deliver all items ordered under the contract no later than two (2) business days after receipt of order during standard operating hours, Monday through Friday, excluding Federal Holidays, to the following location:

U.S. Department of Veterans Affairs Attn: VISN 20 OFL Lens Department 500 W Fort St Bldg 28 Boise, ID 83702

Standard Operating Hours: 7:00 a.m. – 3:30 p.m. Mountain Time, Monday through Friday, excluding Federal Holidays. Federal Holidays include:

If the delivery date falls on a weekend or a Federal Holiday, then the delivery date shall be the next normal operating day.

4.3 Shipping is F.O.B. Destination. Shipping charges shall be accounted for in the per unit prices of the materials and price list under the BPA or quotations, and shall not be separately priced nor paid for separately by the Government.

4.4 In the event that the supplier encounters a problem fulfilling the contract, the supplier shall provide written notification within 24 hours of discovery of the problem to the CO or OO who placed the order identifying: 1) The nature of the problem including the impact of delivery for specific contracted materials and their quantities, 2) a root cause analysis of the problem, and 3) a recommendation to the Government of a way forward. Any changes to the order will be negotiated via bilateral modification to the contract.

4.5 Should the supplier deliver a lens order which is not in conformance to the contract, the supplier agrees to make corrections to the order at no additional cost to the Government, and further to immediately deliver the lenses ordered under the contract without delay. The Government shall return any lenses to the supplier which do not conform to the contract at the supplier’s expense.

5. Warranty and Guarantees:

5.1 The supplier shall include its express warranty along with the material and price list, which is incorporated into the supplier’s BPA.

5.2 The supplier’s express warranty or guarantee must protect the Government against any manufacturing or workmanship defects, material defects, aberrations, coatings, defects embedded in the lens, and any other latent defects, for a period of one year or more. During the warranty or guarantees period, the supplier shall make all necessary adjustments resulting from any such defects and agrees to furnish without additional cost to the Government, all labor, and materials necessary to correct defects that were detected during the warrantee or guarantees period at no cost to the Government. The supplier further agrees to replace any defective lenses through exchange of defective stock for acceptable lenses at no additional cost to the Government (e.g. shipping, handling, and/or restock fees)

5.3 Unless otherwise permitted by the supplier’s express warranty or guarantee, these conditions do not apply to adjustments incidental to the wearing of eyeglasses, adjustments required by physical change of the wearer, or where there is evidence of deliberate misuse by anyone other than the supplier.

6. Supplier Performance Monitoring:

6.1 Supplier performance, including order fulfillment and quality of materials, will be continuously assessed by the Government. The Supplier Performance Requirements Summary Matrix summarizes supplier performance standards identified throughout the supplier’s BPA. The Government shall use this matrix as a rubric to determine whether the supplier’s performance falls within an Acceptable Quality Level (AQL) and identifies assessments for supplier performance below the AQL.

- Opportunity will not be provided to supplier for future orders;

- Potential cancellation of supplier’s BPA.

- Opportunity will not be provided to supplier for future orders;

- Potential cancellation of supplier’s BPA.

- Opportunity will not be provided to supplier for future orders;

- Potential cancellation of supplier’s BPA.

- 10% Reduction of payment for all remaining invoices for contract;

- Supplier adverse past performance recorded;

- Opportunity will not be provided to supplier for future orders;

- Potential cancellation of supplier’s BPA.

- Opportunity will not be provided to supplier for future orders;

- Potential cancellation of supplier’s BPA.

7. Security Requirements:

7.1 The C&A requirements do not apply, and a Security Accreditation Package is not required. Contractor will not access the VA Network.

8. Period of Performance:

8.1 The BPA shall be in effect for five (5) years.

9. Rolling Admissions of Suppliers:

9.1 The Government may, at its sole discretion, add or remove suppliers to this multiple award BPA throughout the life of the BPAs.

10. Invoicing and Billing:

10.1 In 2007 the Department of Veterans Affairs (VA) entered a relationship with Tungsten Network. With Tungsten Network, all Department of Veterans Affairs suppliers will now be able to securely submit invoices directly from their existing invoicing formats. In addition, by submitting invoices electronically through Tungsten Network, Department of Veterans Affairs suppliers will experience prompt payment with reduced exceptions.

10.2 An itemized invoice shall accompany each filled order from the contractor. This invoice 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.

10.3 Your participation is this existing process is required to continue providing products or services to the Department of Veterans Affairs in compliance with the Improper Payments Elimination and Recovery Act of 2010 (IPERA) and mandate AN97. The rule mandating electronic invoice submission was published on November 27th, 2012, and has an effective date of December 27th, 2012. Mandate AN97 can be located on the Federal Registry at https://www.federalregister.gov/documents/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests.

Suppliers may comply with the mandate by using either of the two methods below:

10.3.1 The FSC uses a third-party contractor, Tungsten Network, for electronic invoice submission. For information on Tungsten Network electronic invoicing set-up, suppliers should call 866-340-4980 or email http://www.tungsten-network.com/veteransaffairs/ .

10.3.2 A system that conforms to the X12 electronic data interchange (EDI) format established by the Accredited Standards Center. For FSC e-Invoicing information, please call 877-353-9791 or email vafsccshd@va.gov .

10.4 Verification of orders and delivery to the Government shall be documented and provided to the CO and VISN20OFLSupervisors@va.gov during each billing cycle. The supplier shall provide a list of materials, quantities, and prices, as well as proof of shipment and delivery of lenses, as a material part of its proper invoice.

10.5 The Government may dispute a charge if an invoice and/or the product has not been received. If Government disputes a charge, the invoice may be rejected, or that charge will be deducted from the invoice amount to be paid and the supplier notified accordingly

10.6 Any billing discrepancies shall be addressed by the Government to the supplier for resolution within 15 days from the receipt of the comprehensive bill.

10.7 It is permissible under the terms and conditions of the BPA for the supplier and Government to process payments via the Government Purchase Card (GPC), should the Tungsten billing method be unavailable. In order for the supplier to be eligible for a GPC payment, the suppler shall be Level II billing capable and able to accept the credit card for payment. If this involves additional equipment, computers, or surcharge, this shall be at the supplier’s expense. The Government issued purchase order number shall be inserted in the supplier’s order information block.

10.8 In the event of a GPC payment, a credit card receipt with the invoice and signed acceptance receipt shall be forwarded by the supplier to the CO or OO who placed the order and VISN20OFLSupervisors@va.gov as soon as the transaction has been completed.

10.9 Itemized invoices of sample kits shipped to the OFL shall be emailed to the OFL manager at VISN20OFLSupervisors@va.gov . These invoices shall reflect a no charge balance. Sample kits shall be labeled “CONTRACT LENSES” only.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide lenses for VISN 20 OFL to manufacture Veteran Eyeglasses in accordance with the Performance Work Statement and pricing in accordance with D.1 Material and Price List Lenses.

MATERIAL AND PRICE LIST

The Vendors accepted and attached pricing worksheet provides the firm fixed price for each Eyeglass Lens available to order during a period of performance

B.4 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.5 TERMS AND CONDITIONS

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

B.6 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.7 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 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

B.8 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 is no authorized Ceiling Limit of the Agreement. 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.9 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.10 PERIOD OF PERFORMANCE

This BPA expires on 04-10-2030 or such later ending date as determined by the exercise of any option.

B.11 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

B.12 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.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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.