36C26220R0093-001.docx

36C26220R0093

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.

DUNS:

DUNS+4:

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C26220R0093 05-11-2020 Monica Griffin 562-766-2232 06-15-2020

12:00 PM PDT

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 339115 1000 Employees N/A X Department of Veterans Affairs VISN 22 Healthcare System

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Department of Veterans Affairs Financial Services Center www.tungsten-network.com

Eyeglasses for VISN 22 Healthcare System Set Aside for 100 % Service-Disabled Veteran Owned Small Business.

Refer to Subsequent Pages X X Chelsea Black 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: 36C262 Chelsea Black, Contracting Officer Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive, Suite 600 Long Beach CA 90815

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:

a. Quarterly []

b. Semi-Annually []

c. Other [X] net 30

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.

Department of Veterans Affairs Financial Services Center www.tungsten-network.com

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

B.2 SCHEDULE OF SUPPLIES AND PRICE

This is an indefinite delivery, indefinite quantity, (IDIQ) fixed-price contract. Prices in this schedule represent an all-inclusive rate including labor, facility, incidental costs, and overhead. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

The guaranteed minimum amount for this contract is $1,000.00. The maximum aggregate value of the orders that can be placed under this contract is $49,000,000.00. The Government does not guarantee that it will place any orders under this contract in excess of the guaranteed minimum amount. These prices shown in the Schedule below are all inclusive of the requirements of this contract. The prices shown in the Schedule include delivery of the completed eyeglasses to the address shown on the ordering spreadsheet for each eyeglass order, in accordance with the terms provided in Section B.3, Subsection 6 of this contract.

The previous option year pricing will apply to any extension pursuant to FAR 52.217-9.

BASE YEAR: October 1, 2020 through September 30, 2021

0001 Single Vision Eyeglasses (Frames and Lenses)

0002 Bifocal Eyeglasses (Frames and Lenses)

0003 Trifocal Eyeglasses (Frames and Lenses)

0004 Oversized Eyeglasses (Frames and Lenses)

0005: Progressive Eyeglasses Frames and Lenses

Additional Pricing List:

ITEM NUMBER/DESCRIPTION OF SERVICES

0006-K: High Index Lenses

0006-L: Flat Top (FT) Bifocal Lenses

0006-M: Flat Top (FT) Trifocal Lenses

0006-R: Trivex Lenses

OPTION YEAR I: October 1, 2021 through September 30, 2022

1001 Single Vision Eyeglasses (Frame and Lenses)

1002 Bifocal Eyeglasses (Frame and Lenses)

1003 Trifocal Eyeglasses (Frame and Lenses)

1004 Oversized Lenses Eyeglasses (Frames and Lenses)

1005: Progressive Eyeglasses (Frame and Lenses)

Additional Pricing List:

1006-K: High Index Bifocal Lenses

1006-M: Flat Top (FT) Trifocal Lenses

1006-R: Trivex Lenses

OPTION YEAR II: October 1, 2022 through September 30, 2023

2001 Single Vision Eyeglasses (Frames and Lenses)

2002 Bifocal Eyeglasses (Frames and Lenses)

2003 Trifocal Eyeglasses (Frames and Lenses)

2004 Oversized Lenses Eyeglasses (Frames and Lenses

2005: Progressive Eyeglasses Frames and Lenses

Additional Pricing List:

2006-K: High Index Lenses

2006-L: Flat Top (FT) Bifocal Lenses

2006-M: Flat Top (FT) Trifocal Lenses

2006-R: Trivex Lenses

OPTION YEAR III: October 1, 2023 through September 30, 2024

3001 Single Vision Eyeglasses (Frame and Lenses)

3002 Bifocal Eyeglasses (Frames and Lenses)

3003 Trifocal Eyeglasses (Frames and Lenses)

3004 Oversized Lenses Eyeglasses (Frames and Lenses)

3005: Progressive Eyeglasses (Frames and Lenses)

Additional Pricing List:

3006-K: High Index Lenses

3006-M: Flat Top (FT) Trifocal Lenses

3006-R: Trivex Lenses

OPTION YEAR IV: October 1, 2024 through September 30, 2025

4001 Single Vision Eyeglasses (Frames and Lenses)

4002 Bifocal Eyeglasses (Frames and Lenses)

4003 Trifocal Eyeglasses Frames and Lenses

4004 Oversized Lenses Eyeglasses (Frames and Lenses)

4005: Progressive Eyeglasses (Frames and Lenses)

Additional Pricing List:

4006-K: High Index Lenses

4006-L: Flat Top (FT) Bifocal Lenses

4006-M: Flat Top (FT) Trifocal Lenses

4006-R: Trivex Lenses

B.3 DESCRIPTION OF SUPPLIES

1. GENERAL PROCEDURE:

The Department of Veterans Affairs (VA), Veterans Integrated Service Network 22 (VISN 22) Healthcare System and Outpatient Clinics has an ongoing program to furnish eyeglasses to veteran beneficiaries.

Contractor shall provide eyeglasses according to the contract specifications for beneficiaries of the Department of Veterans Affairs in VISN 22. VISN 22 furnishes an estimated 74,103 pairs of eyeglasses annually to eligible veterans.

2. PARTICIPATING LOCATIONS:

New Mexico VA Healthcare System

NMVAHCS

1501 San Pedro Dr., SE Albuquerque, NM 87108-5153

VA Long Beach Healthcare System

VALBHS

5901 East 7th St.

Long Beach, CA 90822

VA Loma Linda Healthcare System

VALLHS

11201 Benton St.

Loma Linda, CA 92357

Phoenix VA Healthcare System

PVAHCS

650 E Indian School Rd.

Phoenix, AZ 85012-1892

Northern Arizona Healthcare System

NAVAHCS

500 N Hwy 89 Prescott, AZ 86313-5001

VA San Diego Healthcare System

VASDHS

3350 La Jolla Village Dr.

San Diego, CA 92161

Southern Arizona VA Healthcare System

SAVAHCS

3601 South 6th Ave.

Tucson, AZ 85723-0001

VA Greater Los Angeles Healthcare System

VAGLAHS

11301 Wilshire Blvd.

Los Angeles, CA 90073

3. SPECIFICATIONS:

The contractor shall provide new items which shall include the following:

3.1 Lenses: Contractor shall fabricate and provide all lenses in accordance with the standards set forth in the current edition of “American National Standards for Ophthalmic Lenses Recommendation” ANSI Z 80.l which is incorporated herein by reference. All ophthalmic lenses shall be in accordance with Food and Drug Administration (FDA) Regulation Title 21, Code of Federal Regulations, 801.410 *(21CFR 801.410) which is incorporated herein by reference, for impact resistance, unless otherwise specified in the order. All ophthalmic lenses shall be chemically strengthened for impact resistance and corrected curved lenses. Ophthalmic lenses with cylinder power of less than l.5D may be fabricated in minus cylinder form. Scratch resistant coating shall be available for plastic lenses. Tints for all types of lenses, including Photochromic (PGX) and progressives. Polarized and transitional lenses shall be made available in gray and amber. All lenses shall include U.V. tint/coat at no additional charge.

3.2 Single Vision Lenses: Lenses shall be available in plastic, trivex polycarbonate or high index plastic. Construction of single vision lenses shall include spheres, plano-cylinders, and sphero-cylinders. Photochromatic lenses shall be available. Clear, framed lenses shall be available at the price listed on the pricing schedule. All lenses shall be placed in frames unless otherwise requested.

3.3 Bifocal Lenses: Lenses shall be available in plastic, polycarbonate or high index plastic. Construction of bifocal lenses shall include spheres, plano-cylinders, and sphero-cylinders in all powers. Add +0.50 to + 6.00D. Clear, framed lenses and oversized blanks shall be available. The lenses shall be available flattop, executive. round segments and progressive. Photochromatic lenses shall be available. Clear, framed lenses shall be available. All lenses shall be placed in frames unless otherwise requested.

3.4 Trifocal Lenses: Lenses shall be available in plastic, polycarbonate or high index plastic. Construction of trifocal lenses shall include spheres, plano-cylinders, and sphero-cylinders in all powers. Add +1.50 to +4.50D, 50% intermediate power. The lenses shall be available with flattop, executive, round segments and progressive. Photochromatic lenses shall be available. Clear, framed lenses and oversized blanks shall be available and listed under the pricing schedule. All lenses shall be placed in frames unless otherwise requested.

3.5 Special Lenses: The contractor shall provide special lenses available in opaque, frosted or black, balanced lens, prismatic lens, cataract lens, aspheric lens, and slab off prism.

3.6 Oversized Lenses: The contractor shall make oversized lenses (over frame measurement of 58) available for all prescriptions per the price schedule.

3.7 Frames: Contractor shall provide new frames fabricated in accordance with the current edition of the “American National Standard Requirements for Dress Ophthalmic Frames” ANSI Z80.5 which is incorporated herein by reference. The contractor shall provide completely assembled frames placed in standard alignment and include mounting of lenses.

3.8 Variety of frames for each participating facility The style and variety of frames provided shall be a balance of modern and classic temple, eye and bridge styles. Frame selection shall include men, women, unisex, and half-eye frames in assorted sizes and colors in both plastic and metal. Each metal frame selection shall have both spring-hinge and adjustable nosepieces. Plastic frame selections shall include both spring-hinged and non-spring hinged styles. At a minimum, the Contractor shall provide the following frame mix: twenty-five (25) men’s frames, twenty-five (25) women’s frames, and fifteen (15) unisex frames for a total of at least sixty-five (65) different frame choices. Frame selections shall include a mix of metals with a minimum of three (3) titanium frames for men and a minimum of three (3) titanium frames for women. Frame sizes shall include a minimum of five (5) large frame sizes (54 to 60), and a minimum of three (3) frame sizes with short bow lengths (125 to 130).

3.9 Backorders of Frames: If there is a backorder on any frame style, the contractor shall notify the participating Healthcare Facility within forty-eight (48) hours by telephone, email or facsimile after receipt of order. The contractor shall offer the participating facility a substitute frame, which the facility may accept or reject at its sole discretion. If the contractor anticipates that a frame style will continue to be unavailable for an extended period of time, the contractor shall offer the VA a substitute frame to be included in the approved frame mix, which the contracting officer may accept or reject at his/her sole discretion. If the contracting officer approves a change to the approved frame mix, the Contractor shall send a sample of the substitute frame to each VA location serviced under this contract, at no additional charge to the VA.

3.10 Eyeglass Case: One eyeglass case shall be provided by the contractor with each pair of eyeglasses furnished and shall include a cleaning cloth. Eyeglass cases shall be available in sliding style and snap style.

3.11 Sample Frame Kit for Each Facility: The contractor shall provide free sample frame kits for each participating location, to include outpatient clinics. The kit shall contain samples of all frames approved by VA. Contractor shall maintain and update all sample kits to include replacing damaged frames, at no additional charge to the Government throughout the contract. The contractor shall contact the COR every six months to ensure the frames included in the approved sample kits are available for ordering. If replacements and/or substitutions are needed the contractor shall follow the procedures in paragraph 3.10 above. All sample products the contractor provides shall be free of defects VAGLAHS- 8, NMVAHCS- 10, PVAHCS- 2, SAVAHCS- 6, VALBHS -2, VALLHS- 2, VASDHS-8, and NAVAHCS-1.

3.12 Repair kit: Contractor shall provide each participating facility a repair kit consisting of replacement screws and nose pads and the tools necessary to perform screw and nose pad replacement for contracted frames. Contractor shall review repair kit stocks levels every six (6) months when reviewing sample kits and shall restock repair kits as indicated by that review, or upon request from the contracting officer at no additional cost to the government.

3.13 Eyeglass Care and Cleaning: Contractor shall provide written directions with each eyeglass order on how to care for and clean eyeglasses. Directions provided shall explain how to care for glasses such as: Use a lens cleaner designed for eyeglasses and a clean lens cloth or a soft clean 100% cotton cloth; Mild soap (without lotion) and lukewarm-to-cool water might also be used to clean the lenses and frame; Do not press too hard on the lenses; Avoid using paper towels or your shirt tail to clean your lenses.

4. ADDITIONAL SPECIFICATIONS:

4.1 Warranty: The contractor warrants/guarantees the eyeglasses against defective material and/or workmanship for a minimum of one year from the date of delivery. Contractor shall extend and provide to the Government any manufacturer’s warranties of eyeglass components that extend beyond the minimum one-year period. The contractor agrees to furnish without additional cost to the government, all labor and materials necessary to correct defects that were detected during the warranty period. This warranty does not apply to adjustments due to wear and tear of eyeglasses, adjustments required by beneficiaries or evidence of deliberate misuse or alteration by anyone other than the contractor.

4.2 Recalls: The contractor shall immediately notify all affected CORs in the event of a product recall, removal, required adjustment, required modification or substitutions that are suggested or mandated by the contractor, distributor, manufacturer, or any regulatory or official agency. The information that shall be included in this notification includes:

1. A complete item description/identification.

1. Administrative identification data including contract number, order numbers, and order date.

1. Reasons for recall, removal, adjustment, or modification.

1. Instructions for appropriate corrective action.

4.3 Corrections and Prescription Errors: In the event that the prescription is filled incorrectly by the contractor, the contractor agrees to make corrections at no additional cost to the Government. Errors made by the contractor in filling eyeglass prescriptions shall be corrected within five (5) calendar days after notification from the participating facility.

4.4 Prescription Errors: Contractor shall notify the prescribing VA within twenty-four (24) hours of finding any errors the Contractor believes to be a prescription errors made by the VA. Required delivery time for completed eyeglasses shall be computed commencing on the date a corrected eyeglass prescription is received by the contractor. In the event replacement glasses are necessary, the VA will be responsible for cost and delivery of any replacement glasses required due to a prescription error made by VA.

4.5 Lost eyeglasses due to errors made by the Contractor shall be replaced at the contractor’s expense.

5. ORDERING:

5.1 Ordering: VISN 22 utilizes a program that consolidates all eyeglass prescriptions from the eight VA facilities within VISN 22. The prescriptions will be placed onto a spreadsheet, divided by VA facility. The spreadsheet will include the prescription, frame model number, size, color of the eyeglasses and shipping location. The spreadsheet will be submitted to the contractor daily via email. The contractor shall fabricate all eyeglasses in strict conformance to the eyeglass prescription and verify final spectacles with the prescription. Contractors shall not add or substitute components nor alter the prescription in any way without prior approval and written authorization from the VA Eye Clinic.

6. DELIVERIES:

6.1 Delivery: Contractor shall ship completed eyeglasses to the designated address of the veteran or contracted ordering facility, as indicated on the ordering spreadsheet. Eyeglasses shall be shipped to the designated address no later than ten (10) business days after Contractor receives the authorization to fabricate. Anti-reflective and specialty lens requests shall be shipped in fifteen (15) business days or less. All eyeglasses shall be shipped by USPS Priority Mail, or by any other method that will ensure delivery no later than the standard delivery times for USPS Priority Mail.

6.2 Any claims of non-receipt of delivery shall require the Contractor to respond to the VA with proof of shipment.

6.3 Contractor shall have the ability to ship overnight. Cost for overnight delivery service is not included in the prices shown in the rice Schedule and when requested shall be the responsibility of the ordering VA facility. Each VA facility shall issue a separate order as required to cover the cost of overnight delivery. Delivery method shall be the choice of the contractor, provided that the delivery method selected meets the delivery time requirements specified.

6.4 In the event the Government requires expedited processing, for a participating eyeglass order, the VA facility shall contact the contractor by telephone request. Contractor shall act in good faith to provide expedited processing of individual eyeglass order wen requested by VA. An expedited shipping date for the eyeglass order shall be mutually agreed upon between the contractor and the VA facility which may include revised shipping dates of other eyeglass orders for that facility to accommodate the expedited processing request. In the event the contractor agrees to provide expedited processing for a given eyeglass order, any such expedited processing shall be at no additional cost to the Government.

7. INVOICES:

7.1 Invoices shall be sent within the first ten (10) workdays of each month. The contractor shall submit separate invoices for each participating facility for all eyeglasses rendered the previous month to the designated VA facility. The Contractor shall submit two (2) documents with each invoice:

1. A single cover sheet (invoice) for the total amount owed for the month, which must include contractor’s name & address, invoice number, contract number, month of service and contract line item number sub-totals & quantities.

1. A separate spreadsheet for each contract line item number billed during the month. Spreadsheets must include veteran’s last name, first name, last four numbers of the veteran’s social security number, invoice number, shipping date, cost and ordering facility. A sample of the format needed will be supplied to the Contractor.

7.2 Method of Payment: The Government’s method of payment shall be the Government Purchase Card. The contractor shall be able to participate and accept the Government Purchase card. The contractor must have Level 2 Billing capability which consists of the contractor being able to provide the purchase order number in the vendor purchase order block.

7.3 Payment Process: A Contracting Officer will provide a purchase card order and purchase card number to the Contractor for each invoice. The Contractor will charge the purchase card and receive payment.

8. CHANGES:

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. Only the Contracting Officer is authorized to make commitments or issue changes, which will affect price, quantity, or performance of this contract. In the event the contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in contract price to cover any increase in costs the contractor incurs as a result thereof

9. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA)

Contractor must adhere to the provisions of Public Law 104-191, Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the National Standards to Protect the Privacy and Security of Protected Health Information (PHI). As required by HIPAA, the Department of Health and Human Services (HHS) has promulgated rules governing the security and use and disclosure of protected health information by covered entities, including the Department of Veterans Affairs (VA). For information systems that are hosted, operated, maintained, or used on behalf of VA at non-VA facilities, contractors/subcontractors are fully responsible and accountable for ensuring compliance with all HIPAA, Privacy Act, FISMA, NIST, FIPS, and VA security and privacy directives and handbooks. This includes conducting compliant risk assessments, routine vulnerability scanning, system patching and change management procedures, and the completion of an acceptable contingency plan for each system. The contractor’s security control procedures must be equivalent, to those procedures used to secure VA systems. A Privacy Impact Assessment (PIA) must also be provided to the COR and approved by VA Privacy Service prior to operational approval.

10. REPORTS

10.1 Quarterly Report: The Contractor shall submit quarterly reports to the participating health facility with the following information:

· Number of eyeglasses returned to Contractor due to lab error

· Date of orders

· Shipment dates of each order to VA and/or Veteran

· VA error rates (number of orders in error VA submitted to the Contractor to be processed)

· Contractor error rates (number of orders in error delivered to VA and/or Veteran)

10.2 Weekly Report: The Contractor will submit an itemized weekly statement for all eyeglass prescriptions filled to the designated VA facility. A sample of the format will be supplied to the contractor. Contractor shall provide VA an individual itemized invoice/order for each eyeglass order upon request.

10.3. Semi-Annual Report: The Contractor shall submit to the Contracting Officer Representative (COR) semi-annual activity reports sorted by each medical center, with actual usage data and purchase activity, including totals of procurement dollars spent.

10.4 Patient Survey: The Contractor shall provide a patient satisfaction survey to each patient receiving an eyeglass order. The patient satisfaction survey shall request the information included in the Patient Survey included in Section D in this contract. The Contractor shall submit to the COR, on a quarterly basis a report on patient satisfaction. The report will be based on the patient survey provided to VA beneficiaries by the Contractor (sample in Section D). The survey and prepaid return envelope can be included with the eyeglasses at the time of order delivery or a link to an electronic survey can be provided. The report shall be sorted by VA facility and shall include individual responses, a cumulative report for responses for each question and a graph of the % of positive and negatives for each question.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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 32.608-2 of the Federal Acquisition Regulation 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. 2409 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 ITEMS 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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from October 1, 2020 through September 30, 2025.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 100, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $1,000,000;

(2) Any order for a combination of items in excess of $49,000,000; or

(3) A series of orders from the same ordering office within 1 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the…