FSS-65-II-A - Oculogica Inc. - 36F79721D0108

Revised September 2012

DEPARTMENT OF VETERANS AFFAIRS

Federal Supply Service

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!™, a menu-driven database system. The INTERNET address for GSA Advantage!™ is GSAAdvantage.gov

Medical Equipment and Supplies

FSC Group 65, Part II, Section A

FSC Classes: 6515

Contract Number: 36F79721D0108

Contract Period: March 1, 2021 to February 28, 2026

( For more information on ordering from Federal Supply Schedules, enter the following address into your web browser:

http://gsa.gov/portal/category/100623 )

Oculogica, Inc.

33 Irving Place

New York, NY 10003

Phone #: 484-393-2694 www.oculogica.com

Business Size: Small

“Prices Shown Herein are Net (discount deducted)” http://www.oculogica.com/

Oculogica, Inc., 484-393-2694 www.oculogica.com

Customer Information:

1a. List of awarded special item number(s):

SIN: A-14G ……………………………….. Page 4

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply: See Below.

SIN Product Number Product Description FSS Price with IFF

A-14G 1

EyeBOX (device and software) - 12-month rental

$60251.26

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item:

Not Applicable

2. Maximum order: $100,000 (SIN A-14G)

3. Minimum order: No minimum order

4. Geographic coverage (delivery area): The Contiguous 48 States, D.C., and to the Points of Exportation for Alaska, Hawaii and Puerto Rico

5. Point(s) of production (city, county, and State or foreign country):

Waldwick, NJ

6. Prices shown herein are Net (discount deducted)

7. Quantity Discounts: None

8. Prompt Payment Terms: None

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold:

Accepted at and below the micro-purchase threshold

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold: Accepted above the micro-purchase threshold

10. Foreign items (list items by country of origin): Not Applicable

11a. Time of delivery: 30 days After Receipt of Order (ARO)

11b. Expedited delivery: None

11c. Overnight and 2-day delivery: Not offered

11d. Urgent requirements: The schedule customer may (as part of the “Urgent Requirements” clause) contact the Oculogica, Inc. representative to effect a faster delivery.

12. FOB Point(s): FOB Destination to all 48 states and the District of Columbia; Point of Exportation to

AK, HI, & PR

13a. Ordering address(es): See below

13b. Ordering Procedures: For supplies and services, the ordering procedures, information on Blanket

Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3

14. Payment address(es):

Oculogica, Inc.

33 Irving Place

New York, NY 10003

Phone #: 484-393-2694 rosina@oculogica.com www.oculogica.com

15. Warranty provision: See Rental Agreement for Government Use – Attachment 1

Returned Goods Policy: See Rental Agreement for Government Use – Attachment 1

16. Export packing charges, if applicable: Not Applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level): Accepted above the micro-purchase threshold

18. Terms and conditions of rental, maintenance, and repair (if applicable): See Rental Agreement for

Government Use – Attachment 1

19. Terms and conditions of installation (if applicable): See Rental Agreement for Government Use –

Attachment 1

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): See Rental Agreement for Government Use – Attachment 1

20a. Terms and conditions for any other services (if applicable): See Rental Agreement for Government Use

– Attachment 1

21. List of service and distribution points (if applicable): Not Applicable

22. List of participating dealers (if applicable): Not Applicable mailto:rosina@oculogica.com

23. Preventive Maintenance (if applicable): Not Applicable

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information

Technology (EIT) supplies and services and show where full details can be found (e.g., contractor’s website or other location). The EIT standards can be found at www.Section508.gov/ : Not Applicable

25. Data Universal Number System (DUNS) number: 078866200

26. Notification regarding registration in System for Award Management (SAM) database: Yes, registered

FSS Contract Products and Pricing

SIN Product Number Product Description FSS Price with IFF

A-14G 1

EyeBOX (device and software) - 12-month rental

$60251.26 http://www.section508.gov/

RENTAL AGREEMENT FOR GOVERNMENT USE

Federal Supply Schedule Contract Number:

This agreement is entered into between Oculogica, Inc. ("CONTRACTOR") and ("ORDERING

ACTIVITY").

Whereas CONTRACTOR agrees to deliver EyeBOX ("Equipment") to ORDERING ACTIVITY, and ORDERING ACTIVITY agrees to accept EQUIPMENT subject to the Federal Supply Schedule ("FSS") contract terms and conditions.

I. STATEMENT

A. It is understood by all parties to this contract that this is a rental arrangement only.

B. In regard to of the types of products on this Schedule and the potential adverse impact to the Government’s mission, the Government’s quiet and peaceful possession and unrestricted use of the equipment shall not be disturbed in the event the equipment is sold by the CONTRACTOR, or in the event of bankruptcy of the CONTRACTOR, corporate dissolution of the CONTRACTOR, or other event. Products that provide satisfactory service shall remain in the possession of the Government until the expiration of the rental agreement. Any assignment, sale, bankruptcy or other transfer of the rented products by the CONTRACTOR will not relieve the CONTRACTOR of its obligations to the Government and will not change the Government’s duties or increase the burdens or risks imposed on the Government.

C. As stated in the solicitation, Direct-to-Patient rentals are not allowed. Direct-to-Patient Distribution Program Participation (APR 2018) terms in the solicitation will apply.

II. TITLE TO EQUIPMENT

ORDERING ACTIVITY acknowledges that title to the Equipment shall at all times remain with the CONTRACTOR. No right, title or interest shall pass to ORDERING ACTIVITY, other than those rights expressly set forth herein.

III. TERM OF AGREEMENT

This agreement will remain in effect for [enter duration as determined by ORDERING ACTIVITY and agreed to by CONTRACTOR]. Pricing shall remain at or below the pricing established in FSS contract [enter FSS contract number]. The term of the rental shall not exceed 12 calendar months, unless permitted by the Federal Acquisition Regulation (FAR). The total terms of the rental cannot exceed the total performance period of the base FSS contract, including options.

If an ordering facility issues a rental agreement with option years, any option year will be treated as a new rental period not to exceed 12 months. The government will have the unilateral right to exercise these option periods. A decision by the government not to exercise any option period will not give rise to a claim or to a termination for convenience.

IV. RESPONSIBILITIES OF THE CONTRACTOR

A. The rental charges shall reflect current commercial business practices as applicable to include delivery, installation, maintenance, cleaning, and all mechanical repairs necessary to keep the Equipment in good operating condition (except for repairs or replacement required by damage resulting from and/or intentional or negligent acts of the ORDERING ACTIVITY, its patients, Attachment 1 agents/employees, or third parties; and any loss or damage due to mishandling (negligence) on the part of the ORDERING ACTIVITY or agents inclusive of actual user (patient).

B. CONTRACTOR’s warranty work shall serve as a supplement to FAR 52.212-4(o) & (p).

C. CONTRACTOR agrees to deliver unit(s) on the dates established by the task order.

D. The CONTRACTOR is responsible for all state and local taxes.

E. CONTRACTOR agrees to provide loaner or replacement equipment within 10 days. During the performance period, if equipment is removed for repair, a replacement will be provided concurrently with the removal of the equipment. During the agreement period, should the repair record of any equipment reflect a downtime of 10% or more of the normal working days in one calendar month, a determination may be made by the designated representative of the Government at the using facility to replace the initial equipment with new equipment.

F. CONTRACTOR agrees to remove or relocate Equipment at the request of the ORDERING ACTIVITY. If relocation is required, the terms/cost will be negotiated at the Task Order level.

CONTRACTOR agrees to provide additional units at the request of the ORDERING ACTIVITY as indicated in individual delivery orders.

i. Upon receipt of written notice, the CONTRACTOR shall remove the equipment within 30 days or a mutually agreed date and time at no cost to the Government.

ii. The CONTRACTOR shall conduct a timely inspection of the returned products and within 7 days of the receipt, unless a different time is negotiated at the task order level, assert a claim if the condition of the Equipment exceeds normal wear and tear.

iii. Equipment not removed by the CONTRACTOR within 30 days of the date of notification by the ORDERING ACTIVITY shall be considered as abandoned and subject to such disposal as the Government may deem appropriate. Any applicable costs will be at the expense of the

CONTRACTOR.

iv. The CONTRACTOR shall provide detailed instructions to the ORDERING AGENGY regarding packaging and equipment return instructions.

G. Other CONTRACTOR responsibilities:

[CONTRACTOR shall add other task order level responsibilities, if any].

[ORDERING ACTIVITY shall add other task order level responsibilities, if any].

V. RESPONSIBILITIES OF THE ORDERING ACTIVITY:

A. All equipment will be used:

i. as agreed, upon by the ORDERING ACTIVITY requirement;

ii. only by ORDERING ACTIVITY and/or end user;

iii. only in the manner for which it was intended;

iv. in accordance with all applicable manuals and instructions; and

v. in compliance with all applicable laws and regulations.

B. The Government may affix or install any accessory, addition, upgrade on the Equipment (“additions”) provided that such additions:

i. can be removed without causing material damage to the Equipment;

ii. do not reduce the value of the products; and

iii. are obtained from the CONTRACTOR or are approved by the CONTRACTOR in writing and are not subject to the interest of any third party other than the CONTRACTOR.

C. The Government shall execute the following when returning the EQUIPMENT:

i. work with the CONTRACTOR for the removal of the EQUIPMENT;

ii. return the EQUIPMENT in the same condition as when delivered, with the exception of wear and tear;

iii. remove any additions which were not rented from but were approved by the CONTRACTOR;

iv. provide serial numbers and exact location of equipment for pick up if prior arrangement is not made for the return of Equipment through an alternate method;

v. sanitize the rented Equipment of any sensitive/personal data; and

vi. return the products to the CONTRACTOR pursuant to paragraph VIII Discontinuance and Termination unless by written notice, at least [enter number of days] days after the expiration of the rental term, the Government and the CONTRACTOR elect to extend the rental order.

vii. The ORDERING AGENCY shall comply, to the best of their ability, with the CONTRACTOR’S shipping and packaging instructions for all equipment returns.

D. Other ORDERING ACTIVITY responsibilities:

[CONTRACTOR shall add other task order level responsibilities, if any].

[ORDERING ACTIVITY shall add other task order level responsibilities, if any].

VI. RISK OF LOSS OR DAMAGE:

The Government is relieved from all risk of loss or damage to the products during periods of transportation, installation and during the entire time the Equipment is in possession of the Government, except when loss or damage is due to the fault or negligence of the Government in accordance with FAR 52.212-4(p), LIMITATION OF LIABILITY (Tailored). The Government shall assume risk of loss or damage to the Equipment during relocation, unless the CONTRACTOR shall undertake such relocation.

VII. SOFTWARE:

A. The CONTRACTOR accepts 52.227-14 ALT III in its entirety. The software license agreements being incorporated into any FSS contract, shall be in supplement to the Government’s right in data clause 52.227-14 ALT III.

B. The incorporation of all software & software products must be in accordance with both OIS and OIT local acquisition policies and procedures. These terms should be reviewed and approved collaboratively between the Government and Contractor.

C. The CONTRACTOR shall work in conjunction with the Government ORDERING ACTIVITY to ensure all Personally Identifiable Information and Patient Health Information is secure and handled in accordance with HIPAA guidelines. If required the CONTRACTOR shall obtain a Business Associate Agreement, as applicable.

VIII. DISCONTINUANCE AND TERMINATION:

A rental agreement may be cancelled at any time during a fiscal year in accordance with FAR 52.212-4, paragraph (1): Termination for the Government’s Convenience. If the ORDERING ACTIVITY chooses to cancel the rental agreement prior to the expiration of the specified rental agreement term, then an early termination fee of not more than one-half of one-month’s rental shall be assessed to the

ORDERING AGENCY.

IX. ACKNOWLEDGEMENT:

In consideration of the mutual promises contained herein, the parties intending to be legally bound hereby have executed this agreement on the date listed below.

This agreement entered into this day of , .

By: (signature) ________________________________ Authorized Signatory for CONTRACTOR

Print Name: Print Title:

By: (signature) _________________________________

CONTRACTING OFFICER

Print Name: Print Title: