Areawide Optical Fabrication_SOW.docx

GREAT PLAINS AREA INDIAN HEALTH SERVICE

STATEMENT OF WORK

OPTICAL FABRICATION

PURPOSE/SERVICES TO BE PERFORMED

The Mission of the Great Plains Indian Health Service is to provide the best possible healthcare services to American Indian/Alaska Natives of the reservations encompassing the Great Plains Area (GPA). To meet this mission and increase access to care, the federal service units under the Great Plains Area Indian Health Service (GPAIHS) operate an Optical Fabrication Program for patients receiving care within our facilities.

The GPAIHS anticipates awarding a blanket purchase agreement (BPA) contract on a firm fixed unit price basis from this solicitation. Under this agreement, the contractor shall provide a complete pair of prescription eyeglasses at the firm- fixed prices specified in a fixed pricing schedule. The price for a single pair of prescription eyeglasses shall be all inclusive and include all parts, materials (lenses, lens treatments), frames, fabrication, labor, eyeglass case, shipping, and manufacturing services required per pair.

PERIOD OF PERFORMANCE

Date of the award for 12 months, with four (4) option years. GPAIHS will be the sole judge as to whether the option year will be exercised, based on the determination of need.

PLACE OF PERFORMANCE

Work is to be performed off-site at the contractor’s laboratory, with the delivery of glasses/frames and in-person visits at any of the GPA federal facilities:

Wagner Health Center 111 Washington Street, NW Wagner, SD 57380 Rosebud Hospital 400 Solder Creek Road Rosebud, SD 57570

Eagle Butte Hospital 24276 166th St Airport Road Eagle Butte, SD 57625 Woodrow Wilson Keeble Health Care Center 100 Lake Traverse Drive Sisseton, SD 57262

Ft. Thompson Health Center 1323 BIA Route 4 Fort Thompson, SD 57339 Mclaughlin Health Center 701 East Sixth St Mclaughlin, SD 57642

Lower Brule Health Center 601 Gall St Lower Brule, SD 57548 Bullhead Health Station 102 Tatanka Street Bullhead, SD 57621

Wanblee Health Center 210 First St.

Wanblee, SD 57577 Cannonball Health Station 6998 Weasel Street Cannon Ball, ND 58528

Kyle Health Center 1000 Health Center Road Kyle, SD 57752 Wakpala Health Station 10 South River Road Fort Yates, ND 58538

Lacreek District Clinic 119 South 1st Ave Martin, SD 57551 Fort Yates Hospital 10 Standing Rock Ave Fort Yates, ND 58538

Manderson Health Station Indian Service Road 33 Manderson, SD 57756 Quentin N Burdick Mem Hlth Facility 1300 Hospital Loop Belcourt, ND 58316

Pine Ridge Hospital 607 Indian Health Road Pine Ridge, SD 57770

Note: This list includes all 9 federal service units along with any satellite clinic locations. BPA calls will be placed at the service unit level:

· Pine Ridge Service Unit (includes Pine Ridge Hospital, Wanblee Health Station, Kyle Health Center, Lacreek District Clinic, Manderson Health Station)

· Cheyenne River Service Unit (includes Eagle Butte Hospital)

· Standing Rock Service Unit (includes (Fort Yates hospital, Bullhead Health Station, Cannonball Health Station, Wakpala Health Station, McLaughlin Health Center)

· Quentin N. Burdick Mem Hlth Facility (includes Quentin N Burdick Mem Hlth Facility/aka Belcourt Hospital)

· Rosebud Service Unit (includes Rosebud Hospital)

· Fort Thompson Service Unit (includes Fort Thompson Service Unit)

· Lower Brule Service Unit (includes Lower Brule Service Unit)

· Wagner Service Unit (includes Wagner Service Unit)

· Woodrow Wilson Keeble Health Care Center (aka Sisseton Service Unit)

TECHNICAL REQUIREMENTS

The contractor shall provide optical lenses, frames, and accessories for all federal service units in the Great Plains Area Indian Health Service. The frames provided shall include progressive, flat-top, single vision and tri-focal, with a majority of them being progressive and single vision. The lens material includes polycarbonate, Columbia Resin (CR-39) plastic polymer, and hi-index, with a majority of them being polycarbonate.

All work shall conform to and comply with the latest edition/version of all applicable federal, state, and local laws, rules, regulations, codes, and standards.

At the discretion of the service unit, the contractor shall provide a collection of 200-300 (or more) frames for display in the Optometry Department. Frames shall be updated periodically at no charge and additional frames provided at no charge, if necessary. Contractor shall also supply the service unit with frames catalogs listing all available sizes and colors. Additional sample frames may be purchased by the Health Center.

The contractor shall process orders and return glasses with shipment tracking within 7-10 working days from the order date.

To facilitate payment, the contractor shall have a process in place to accept money orders or debit/credit card payments from patients and Tribal programs on behalf of customers.

Lenses shall be fabricated to the exact specifications provided by the prescription received from the service unit Optometry Department. Lens prescription changes shall be provided at no additional charge within 90 days of the original order.

The contractor shall inspect the final lenses to ensure they correctly match accompanying prescription order.

The contractor shall be a certified laboratory with the ability to complete the requirements set forth within this scope.

The contractor shall not add or substitute components or alter the beneficiaries' prescription in any way without prior approval and written authority from the Contracting Officer Representative (COR) and/or authorized designee. All items provided by the contractor shall be new.

Contracted rates shall be established at an all-inclusive rate (including shipping and handling) of the following:

· Single vision lenses (monovision) with plastic, polycarb or hi-index.

· All invoices are to be totaled and completed monthly as identified in the PAYMENT PROCESS section of this Scope of Work.

· The contractor shall also provide two (2) or more separate lines of accounting for separate sources of funding.

· The GPAIHS service unit reserves the right to cap reimbursement at a fixed amount. The patient is allowed to purchase add-on options (e.g., transitions) for their glasses. These add-ons must be added when the frames/lenses are ordered. Overages will be paid with a money order from the patient or Tribal program at the time the glasses are ordered. Once glasses are received, any add-ons will be the patient’s responsibility.

QUALIFICATIONS. All fabrication services must be under the supervision of an American Board of Opticianry (ABO) certified optician. The key personnel assigned to the contract shall have at least three (3) years of experience in fabrication of eye glasses and a history of satisfactory service within Indian Health Service facilities within the Great Plains Area.

LEVEL OF EFFORT

Frames

· At the discretion of the service unit, the contractor shall provide on consignment a variety of mid-range priced metal and zyl frames consisting of approximately 25 unisex, 85 women’s, 75 men’s and 35 children’s to include some non-allergen materials.

· The contractor shall update at no charge frame inventory every 6 months. The Service Unit maintains final frame discretion.

· All frames shall include a one (1) year warranty based on industry standards.

· Payment of frames and/or lenses shall also include 3rd party payments by money order and tribal funds.

· If any products are discontinued and/or unavailable then an equivalent replacement item will be shipped.

Lenses

· The contractor shall provide lenses, including plastic, polycarbonate, high index, and glass materials in traditional and digital manufacturing.

· Tinted lenses shall include both solid and gradient options, in addition to plastic and glass photochromic.

· Lenses shall include scratch resistant coatings with a one (1) year warranty.

· Lens prescription changes shall be provided at no additional charge within 90 days of the original order.

· If any products are discontinued and/or unavailable then an equivalent replacement item will be shipped.

Other Items Complementary hard and soft cases shall be provided with each frame.

The service unit will have the ability to order supplies related to minor repair and maintenance of eyewear, to include, but not limited to screws, silicone anti-slip nose pads, tap and snap screws, extra cases, spray lens clearer, contact lens cases, and mailing boxes.

Product Quality Type of lenses: single vision, bifocal, trifocal, progressive and aspheric lenses on corrected curve, white (clear) or tinted lenses, glass impact resistant or plastic, mounted in approved type frames.

Unless otherwise specified, lenses, material, powers and workmanship shall be in accordance with the American National Standards Institute (ANSI) Z80.1-2020, or latest edition. All glass ophthalmic lenses will be chemically strengthened to comply with the Food and Drug Administration (FDA) regulations 21 Code of Federal Regulations (CFR), Parts 3 and 4 for impact resistance, unless specified otherwise by the prescriber. Except for physical characteristics of the material used, plastic lenses furnished will conform to the performance specifications for corrected curve lenses made of class and the ANSI Z80.1-2020 standard. Such plastic lenses shall be made from hard resin plastic. Safety eyewear will comply with ANSI Z87.1-2010 standards. Safety lenses will be edged with safety approved bevel, etched with lab identifier code on the upper outside corner, heat hardened and drop ball tested, when applicable.

School-aged children (up to 18 years of age) shall be provided with free upgrade to polycarbonate lens material. The IHS will not authorize any tints or special coatings for school-aged children unless medically indicated and prescribed by the provider.

Guarantee frames and lenses breakage and scratches shall be replaced at least one (1) time within one (1) year from date order was shipped, no matter the reason for the damage, or will follow terms set out by the manufacturer, if available. The first replacement shall be free to the patient and any subsequent replacements will be at the patient’s expense.

Eye glass frames shall be in accordance with the American National Standards Institute standards for dress ophthalmic frames, Z80.1-2020.

Patients may provide a personal frame for the contractor to review, which may be refused. The contractor is not liable for damage to personal frame.

Redo and Refunds At a minimum, the contractor shall agree to the following standards:

· Lab errors shall be corrected at no charge within 90 days of the ship date.

· Prescription changes within 90 days of original ship date are no charge (one time).

· Non-adapt redo for progressive lenses will be made at no charge within 90 days of ship date.

· Downgrades (transitional to clear lenses) or same price changes can be done within 90 days of original ship date.

The contractor shall be responsible for all labor, materials, travel costs, and associated expenses necessary to fulfill contract agreements to and from the GPAIHS service unit.

Batching Orders will be submitted to the contractor as soon as possible after they are made available to the service unit Optometry Clinic staff. Batching orders is not authorized by the contractor. Batching in this case means holding all orders to meet a minimum requirement.

Salvage In the event that a beneficiary dies prior to delivery and acceptance of eyeglasses, the service unit shall pay the contractor for the work performed up to the point that they are notified to stop work. The price to be paid shall be mutually agreed upon and shall not exceed the contract price of the eyeglasses less the salvage value of the unused components.

SPECIAL REQUIREMENTS

In accordance with HHSAR 304.1300(b) non-routine contractor employees shall comply with OPVID DHHS/GPA Region – Human Resources, Security Clearance Guidance regarding visitors for contract performance. The contractor employees will be required to obtain a visitor’s pass upon arrival for from the Security Department.

The Service Unit is a tobacco/smoke free environment (buildings and grounds). No tobacco/smoking use will be tolerating during service.

SECURITY

PHYSICAL ACCESS. The Contractor shall check in with the Security Department for on-site visits and coordinate visits with the designated Point of Contact.

PHYSICAL SECURITY. The Contractor Optometrists shall safeguard all government property, including controlled forms provided for use. All PHI shall be secured at all times and not left unattended in unsecure areas.

REPORTING REQUIREMENTS. The Contractor shall report to an appropriate authority any information or circumstances of which they are aware that may pose a threat to the security of IHS personnel, personnel or patients.

WEAPONS, FIREARMS, AND AMMUNITION. Contractors are prohibited from possessing weapons, firearms, or ammunition, on themselves or within their contractor-owned vehicle or privately-owned vehicle while on the Service Unit grounds.

EVALUATION AND PERFORMANCE REQUIREMENTS

The Contractor shall allow the Government to evaluate the quality of services provided with the technical requirements of this contract by the amount of returns with the contractor’s error in lenses, the quality of their products with amount of returns due to product breakage.

PERFORMANCE SURVEILLANCE PLAN. Performance surveillance monitors will be established to comply with regulatory guidelines and to monitor contract performance. The performance surveillance plan has been developed to outline the Indian Health Service’s general plan in providing effective and systematic surveillance and reporting of all aspects of contract performance. This plan recognizes the responsibility of the Contractor to carry out its own quality control obligations in the performance of this contract.

Surveillance will be accomplished through review of the Contractor’s performance against requirements listed in the performance work statement and performance standards listed in this plan. Performance-based incentives are consistent with the intent and purpose of the contract.

Upon completion of the contract, the Government will complete and keep on record the Contractor’s performance evaluation form based on the following objectives.

OBJECTIVE/

TASK

METHOD/

MEASURES

CONTRACTOR

INCENTIVE

DISINCENTIVE/

DEDUCT

PERFORMANCE OBJECTIVE 1

The length of time to receive the product once it is ordered

Orders are delivered within ten (10) calendar days

Completed within designated timeframe 95% of the time

Optometry Supervisor shall submit quarterly spreadsheet to the COR

Favorable Contractor performance evaluation

Unfavorable Contractor performance evaluation

PERFORMANCE OBJECTIVE 2

Contractor shall inspect final lenses and ensure accuracy of order

Contractor shall inspect final lenses to ensure lenses are correctly matched to accompanying prescription order with minimal errors

≥ 95% accuracy

PERFORMANCE OBJECTIVE 3

Products are free from defects

Products provided have no defects and any lab errors are redone within 90 days of the ship date

≥ 95%, and all replacements completed with 100% compliance

PERFORMANCE OBJECTIVE 4

Frames and lenses replacement

Contractor shall replace frames that are broken and lenses that are scratched if it’s within one (1) year of the shipped date

100% compliance

PERFORMANCE OBJECTIVE 5

Contractor provides quality customer service and addresses and resolves concerns timely

Contractor shall be respectful, courteous, and culturally sensitive to IHS patients and staff

No more than two (2) valid concerns per year and/or issues not addressed within three (3) business days

GOVERNMENT FURNISHED PROPERTY AND SERVICES

The Service Unit shall supply the physical space to house the consignment frames. If such space is limited, the service unit will have the right to limit the number of frames on display or consignment.

CONTRACTOR FURNISHED PROPERTY, FACILITIES, AND SERVICES

The contractor shall furnish all personnel, materials, supplies, and equipment required to perform work under the contract.

DELIVERABLES

The contractor shall coordinate the delivery, installation and training date with the designated government employee. The designated government employee will work with the pertinent government agency to coordinate delivery. No deliveries can be made after 1600 local time. The driver needs to maintain a valid driver’s license.

COMMUNICATION BETWEEN ALL PARTIES

POINT OF CONTACT. The Contractor shall provide a point of contact for coordination of supplies, delivery, and/or maintenance. The point of contact shall have full authority to act for the Contractor on all matters relating to the day-to-day maintenance meeting the terms and conditions of this contract.

COMMUNICATION: Any communication regarding the contract shall be communicated between the Contractor’s designated point of contact and the COR at the Service Unit. The contractor shall provide a toll-free telephone number for service calls, which must be answered during at least eight (8) working hours between 0800 and 1630 CST, Monday through Friday.

CONTRACTING OFFICER’S REPRSENTATIVE DESIGNATION

The Contracting Officer’s Representative (COR) representing the Government for the purpose of this contract shall be designated in writing by the Contracting Officer at the Great Plains Area Indian Health Service.

The COR is responsible for:

1. Monitoring the Contractor's technical progress including surveillance, assessment, and performance, and recommending to the Contracting Officer changes in requirements;

2. Interpreting the Scope of Work;

3. Performing technical evaluation as required;

4. Performing technical inspection and acceptance required by this contract;

5. Assisting the Contractor in the resolution of technical problems encountered during performance;

6. Serving as systems manager to ensure compliance with the Privacy Act.

The designated GPA COR for this contract is:

Issuance of changes which affect the articles, terms, or conditions of this contract will be accomplished through the Contracting Officer who is the only party authorized to bind the Government to the contract.

1. Authority

0. No person other than the Contracting Officer has authority to bind the Government with respect to this contract.

0. No action or omission of any government employee or representative other than the Contracting Officer shall increase or decrease the scope of this contract or shall otherwise modify the terms and conditions of this contract.

0. In no event shall any of the following be effective or binding on the Government or imputed to the Contracting Officer with respect to this contract:

2. An understanding or agreement between the Contractor and anyone other than the Contracting Officer;

2. A purported modification or change order issued by anyone other than the Contracting Officer;

2. A promise by anyone other than the Contracting Officer to provide additional funding or make payments; or

2. An order, direction, consent, or permission from anyone other than the Contracting Officer to:

3. Incur costs in excess of a specified estimated cost, allotment of funds, or other ceiling; or

3. Expend hours in excess of a specified level of effort.

ORDERS

The service unit Optometry Clinic shall mail, fax or submit electronically, via encrypted/secure email, eyeglass prescriptions/orders directly to the contractor’s facility. On a daily basis, the Contractor shall fax or submit electronically via encrypted/secure email a confirmation receipt of each eyeglass order. Eyeglasses will be mailed to the service unit Optometry Clinic via 2-day shipping/delivery service. All eyeglasses must be in standard alignment when mailed to the Optometry Clinic.

Completed glasses shall be returned to the service unit within 7-10 calendar days of the order date.

Order forms and pre-paid shipping labels shall be provided by the contractor.

ORDERING AND BILLING FOR SERVICES RENDERED

The Procurement Officer, upon identification of quality of quantity and type of service, will prepare and issue to the laboratory a Blanket Purchase Agreement (BPA) which outlines the terms of the contract.

Each month of the contract, the Procurement Officer at the Service Unit will issue a “call” against this contract, citing the BPA number, each month of the contract period. This submission of the “call” to the Contractor is required to prevent any delays in delivery or break in services.

PAYMENT DUE DATE

Payments are made in accordance with the terms and conditions of the contract, after the receipt of a proper invoice in the office designated to receive the invoice.

REPORTS

A list of all outstanding unpaid spectacle orders shall be submitted on a combined report, monthly to the designated point of contact at each service unit.

Contractor shall provide the designated COR and/or designee quarterly fabrication response time reports and corrective action status.

The contractor shall provide a monthly expenditure report identifying the total number of eyeglasses type dispensed and total invoice amounts for all orders under this contract. The report shall be submitted to the contracting officer representative. Failure to provide this report in a timely manner will be identified as a performance issue and recorded in the official contract file.

ORDER FORMAT

Orders will be placed against this BPA via e-mail, Secure Data Transfer Service (SDTS), FAX, or in hardcopy format. Each individual BPA Task Order will describe the purchase required.

OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized order actually issued under the BPA by the Authorized Representative. Any or all commitment(s) made by the Government under this contract is subject to the availability of funds for the applicable period of performance. The Contractor shall not perform any service after completion of the contract year, unless so instructed, in writing, by the Contracting Officer.

PAYMENT PROCESS

The contractor shall submit a bi-monthly invoice for all orders, that is mutually agreed upon by the contractor and the COR through the Invoice Processing Platform (IPP).

INVOICE SUBMISSION AND PAYMENT. In compliance with the Office of Management and Budget (OMB) M-15-19 memorandum Improving Government Efficiency and Saving Taxpayer Dollars Through Electronic Invoicing, directing Federal agencies to adopt electronic invoicing as the primary means to disburse payment to vendors. Invoices submitted under any award resulting from this solicitation will be required to utilize IPP in accordance with HHSAR 352.232-71, Electronic Submission and Processing of Payment Requests.

IPP is a secure, web-based electronic invoicing system provided by the U.S. Department of the Treasury’s Bureau of the Fiscal Service, in partnership with the Federal Reserve Bank of St. Louis (FRSTL). Respondents to this solicitation are encouraged to register an account with IPP if they have not already done so. If your organization is already registered to use IPP, you will not be required to re-register, however, we encourage you make sure your organization and designated IPP user accounts are valid and up to date.

The IPP website address is: https://www.ipp.gov.

If you require assistance registering or IPP account access, please contact the IPP Helpdesk at (866) 973-3131 (M-F 8AM to 6PM ET), or IPPCustomerSupport@fiscal.treasury.gov.

The Contractor shall include the following information on each invoice in accordance with the Prompt Payment Act (5 CFR Part 1315.9(b)):

1. Contractor/Vendor Name

2. Mailing Address

3. Telephone Number

4. Tax Identification Number (TIN)

5. Invoice Date and Number

6. Purchase Order Number (in Block #3 of the OF-347 form)

7. Data Universal Number (DUNS)

8. Description of services provided, quantity, unit of issue, unit price, and total amount due

The service unit may dispute all charges if an invoice has not been received and/or the beneficiary did not receive the eyeglasses. The invoice must consist of fabrication information. Therefore, the contractor may provide proof of shipment of eyeglasses with a proper invoice listed above. Payment can be made only after certification from the COR or designee that the prices billed are correct.

PRIVACY

PRIVACY ACT NOTIFICATION (APR 1984)

The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

PRIVACY ACT (APR 1984)

(a) The Contractor agrees to—

(1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies—

(i) The systems of records; and

(ii) The design, development, or operation work that the contractor is to perform;

(2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the redesign, development, or operation of a system of records on individuals that is subject to the Act; and

(3) Include this clause, including this paragraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records.

(b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor is considered to be an employee of the agency.

(c) (1) “Operation of a system of records,” as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

(2) “Record,” as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person’s name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph.

(3) “System of records on individuals,” as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

Privacy or Security Safeguards (Aug 1996)

(a) The Contractor shall not publish or disclose in any manner, without the Contracting Officer’s written consent, the details of any safeguards either designed or developed by the Contractor under this contract or otherwise provided by the Government.

(b) To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases.

(c) If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.

Privacy Act (December 18, 2015)

This contract requires the Contractor to perform one or more of the following: (a) design; (b) develop; or (c) operate a Federal agency system of records to accomplish an agency function in accordance with the Privacy Act of 1974 (Act) (5 U.S.C. 552a(m)(1)) and applicable agency regulations.

The term system of records means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. Violations of the Act by the Contractor and/or its employees may result in the imposition of criminal penalties (5 U.S.C. 552a(i)).

The Contractor shall ensure that each of its employees knows the prescribed rules of conduct in 45 CFR part 5b and that each employee is aware that he/she is subject to criminal penalties for violation of the Act to the same extent as Department of Health and Human Services employees. These provisions also apply to all subcontracts the Contractor awards under this contract which require the design, development or operation of the designated system(s) of records (5 U.S.C. 552a(m)(1)). The contract work statement:

(a) Identifies the system(s) of records and the design, development, or operation work the Contractor is to perform; and

(b) Specifies the disposition to be made of such records upon completion of contract performance.

Indemnification, Liability, Statute of Limitations: Any provisions in the TOS related to indemnification and filing deadlines are hereby waived, and shall not apply except to the extent expressly authorized by law. Liability for any breach of the TOS as modified by this Amendment, or any claim arising from the TOS as modified by this Amendment, shall be determined under the Federal Tort Claims Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any breach or claim.

Governing law: Any arbitration, mediation or similar dispute resolution provision in the TOS is hereby deleted. The TOS and this Amendment shall be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of [Company to insert name of state if one is mentioned in its TOS] (excluding [Company's state] choice of law rules) will apply in the absence of applicable federal law.

Statement of Work: Eyeglass Program Page 1 of 13