RFQ 36C24826Q1270 Biofeedback.pdf

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

672-26-3-1089-0052

36C24826Q1270 09-18-2026

Aurea Gonzalez 939-759-5736 09-22-2026

10:00 AM

AST

36C248

Department of Veterans Affairs

Network Contracting Office 8 (NCO 8)

VA Caribbean Healthcare System

#10 Calle Casia Suite #4M440

San Juan PR 00921-3201 x 100 x

611430

$15 Million

N/A

X

See Delivery Schedule

36C248

Network Contracting Office 8 (NCO 8)

VA Caribbean Healthcare (VACHS)

#10 Calle Casia Suite #4M440

San Juan PR 00921-3201

Financial Services Center

P.O. Box 149971

Austin TX 78714-9971

See CONTINUATION Page

Biofeedback HRV Training using combined virtual modalities for

VA Caribbean Healthcare System (VACHS) as per PWS.

The vendor is hereby notified that the government is current undertaking a comprehensive overhaul of the Federal Acquisition

Regulation (FAR). This solicitation and the resulting contract award, if any, is subject to the Revolutionary FAR Overhaul (RFO)

The RFO can be found at:

https://www.acquisition.gov/far-overhaul.

See CONTINUATION Page x X x 1

36C24826Q1270

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 Performance Work Statement

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

C.2 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY

2014)

C.3 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

(DEVIATION APR 2026)

C.4 52.223-23 SUSTAINABLE PRODUCTS (NOV 2025) (DEVIATION)

C.5 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

The award will be based upon a comparative evaluation of quotes. Comparative evaluation is the side-by-side pairwise comparison of quotes based on factors resulting in a Contracting Officer decision for the quote most favorable to the Government

A.2 EVALUATION FACTORS FOR AWARD: The Evaluation factors for this Request for

Quote (RFQ) are technical, past performance, and price

E.2 52.216-1 TYPE OF CONTRACT (NOV 2025) (DEVIATION)

E.3 52.240-90 SECURITY PROHIBITIONS AND EXCLUSIONS REPRESENTATIONS

AND CERTIFICATIONS (NOV 2025) (DEVIATION)

E.4 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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: TBD

b. GOVERNMENT: Contracting Officer 36C248 Aurea Gonzalez

Network Contracting Office 8 (NCO 8) VA Caribbean Healthcare System (VACHS) #10 Calle Casia San Juan PR 00921-3201

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [x] Upon completion, inspection, and acceptance by the

Government

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.

http://www.tungsten-network.com/US/en/veterans-affairs/

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

AMENDMENT NO DATE

http://www.tungsten-network.com/US/en/veterans-affairs/

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT

UNIT

PRICE AMOUNT

1.00 JB _________ __________________

Biofeedback HRV Training using combined virtual modalities for seven (7) participants in accordance with PWS description.

POP Begin: 09-25-2026 POP End: 06-25-2027 PRINCIPAL NAICS CODE: 611430 - Professional and Management Development Training PRODUCT/SERVICE CODE: U099 - Education/Training - Other

GRAND

TOTAL

B.3 Performance Work Statement

Biofeedback Provider Certification Training

1. Introduction. The VA Caribbean Healthcare System (VACHS) seeks to implement a comprehensive Biofeedback Provider Certification Training program to expand the delivery of evidence‑based Complementary and Integrative Health (CIH) services to

Veterans. This effort directly supports VHA Directive 1137, which mandates that CIH approaches—including Biofeedback—be made available to Veterans, subject to clinical caveats, either within VA medical facilities or in the community.

Biofeedback training builds clinical capacity in aligning physiological self‑regulation skills with Whole Health principles, improving emotional regulation, resilience, stress recovery, decision quality, and performance among behavioral health professionals and other clinical staff.

2. Mission. The Mental Health & Behavioral Sciences Service (MH&BHSS) works together with the Veterans Community to achieve wellness through comprehensive and integrated behavioral care and health services. Further, the MH&BHSS ensure that VA Caribbean

Healthcare System (VACHS) implements the Mental Health Continuum of care that provides a full range of state-of-the-art services and clinical programs that are high-quality, cost effective, and fully coordinated to meet the health care needs of all Veterans.

3. Background. VACHS has identified a system need to increase access to CIH services as required by VHA Directive 1137. The directive includes Biofeedback in the required

“List I” CIH modalities that must be offered when clinically appropriate. The Biofeedback purchases coordination notes that current VACHS capacity includes six psychology providers certified, and these are pending FPPE/OPPE processes. Furthermore, highlighting an operational need for expansion, VISN 8 gave VACHS special funds to expand this program to seven additional psychologists.

4. Scope. The Contractor will provide a 7-week HeartMath Coherence Advantage

Certification program for designated VA Caribbean Healthcare System (VACHS) staff.

The Contractor will deliver a training experience that equips participants to teach

HeartMath’s science-based coherence and self-regulation techniques to groups across clinical, organizational, and community environments. By the end of the certification, the

Contractor shall ensure participants are able to teach HeartMath coherence and self-regulation techniques to groups of any size. Use HeartMath HRV biofeedback technology and coherence visualizations. Design and deliver Coherence Advantage workshops in full or modular formats. Demonstrate personal proficiency in core coherence practices. Integrate coherence methods into Whole Health programming, group visits, and staff education.

5. Training Requirements:

• Contractor shall deliver a structured curriculum consistent with industry standards

(BCIA‑aligned content).

• 63 Hours Total (24 hrs. self-paced, 35 hrs. live, 4 hrs. mentoring).

• This course will be for seven (7) government employees.

• The training portion that is live and practice classes should be provided during work hours.

• The contractor shall include all training materials required for the training.

• Contractor shall provide an attendance list of participants for each session to the

Government.

• Live training sessions shall be coordinated with the designated POC upon contract award.

6. Certification Requirements

The Contractor must ensure training meets nationally recognized certification criteria such as:

• Didactic hours in psychophysiology, HRV, stress physiology, and Biofeedback methods.

• Practical supervised hours.

• Evaluation or final certification assessment.

7. Compliance with VHA Directive 1137

Contractor shall ensure the training prepares staff to deliver CIH approaches in alignment with:

• VHA’s requirement that Biofeedback be available to Veterans when clinically indicated.

• Whole Health transformation principles and CIH service availability requirements.

Training shall explicitly cover:

• CIH integration within VA systems

• Documentation, safety, outcome tracking, and clinical appropriateness guidelines

• Delivery of CIH modalities internally or through approved community partnerships

8. Performance Requirements. The Contractor shall:

• Deliver training at a level ensuring successful provider certification.

• Maintain high-quality instructional methodology grounded in evidence-based

Biofeedback practice.

• Provide completion certificates and competency documentation.

• Ensure timeliness, responsiveness, and adherence to agreed-upon training schedules

9. Non-Personal Services. The Government shall neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances shall the Government assign tasks to or prepare work schedules for individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the contractor's responsibility to notify the Contracting Officer (CO) immediately.

10. Period of Performance. The performance period to complete services for all seven participants is nine months from the date of award.

11. Contractor is not required to work on the legal public holidays listed below. Holidays occurring on weekends will be observed as directed by the published United States

Office of Personnel Management (OPM) calendar.

New Year’s: Day 1 January Martin Luther King Jr. Birthday: 3rd Monday in January

Washington’s Birthday: 3rd Monday in February Good Friday: Friday preceding Easter Sunday Memorial Day: Last Monday in May Juneteenth: 19 June Independence Day: 4th of July Labor Day: 1st Monday in September Columbus Day: 2nd Monday in October Veterans Day: 11th of November Thanksgiving Day: 4th Thursday in November Christmas Day: 25 December

12. Medical Emergency Services. The contractor or their employees shall immediately notify their supervisor of any accident requiring emergency medical treatment. In case of emergency the Contractor shall immediately notify the Government Point of Contact

(GPOC). Emergency medical treatment and services for Contractor personnel is the responsibility of the Contractor.

• Business Relations. The Contractor shall successfully integrate and coordinate all activities needed to execute the requirement. The contractor shall manage the timeliness, completeness, and quality of problem identification. The contractor shall provide corrective action plans, submittals, timely identification of issues, and effective management of subcontractors, if any. The contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all contractor personnel. Within the bounds of acquisition policy, the VACHS intends to work to find solutions that will be beneficial to both the Government and its Contractors.

13. Post Award Conference/Performance Evaluation Meetings. Post Award Conference /

Performance Evaluation Meetings. The Contractor may be required to attend a post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation (FAR) Subpart 42.5. This meeting may be conducted virtually. Written minutes of such meetings will be recorded by the Contractor and signed by the Program/Project Manager and the Contracting Officer (CO).

14. Performance/Progress Meetings will be held as necessary. There may be occasions when subsequent meetings will be called by either party to reconfirm mutual understandings and/or address deficiencies in the Quality Control (QC) system or procedures which may require corrective action by the Contractor. The Contractor

Representative shall meet with the GPOC and/or CO as required. A mutual effort will be made to resolve all problems identified. The Contractor Representative and the COR shall sign the written minutes of these meetings. Contract Administration. Notwithstanding the contractor’s responsibility for total management during the performance of this contract, the administration of the contract requires maximum coordination between the government and the contractor.

15. Contracting Officer (CO). The CO is the only person authorized to direct changes in any of the requirements under this contract, and, notwithstanding any provisions contained elsewhere in this contract, said authority remains solely in the CO. In the event the contractor affects any such change in the direction of any person other than the CO, the change will be considered to have been made without authority and solely at the risk of the contractor. All contract administration will be affected by the CO. Communications pertaining to contractual administrative matters shall be addressed to the CO. No changes in or deviation from the terms and conditions shall be affected, without a written modification to the contract, executed by the CO authorizing such changes.

16. Contracting Officer's Representative (COR). In accordance with Veteran Affairs

Acquisition Regulation (VAAR) Clause 852.270-1, Representatives of the Contracting

Officers, the CO reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitations of the designee’s authority. A copy of the designation shall be furnished by the contractor.

17. Contractor Employees. The contractor shall accomplish the assigned work by employing and utilizing qualified personnel with appropriate combinations of education, training, and experience. The contractor shall match personnel skills with the work specified herein. The contractor shall ensure the labor categories/occupation code as defined by the Department of Labor are aligned to those tasks delineated in this PWS.

The contractor shall comply with the minimum rates established in the applicable wage determination for this service. The Contractor shall provide the necessary resources and infrastructure to manage, perform, and administer the contract.

18. Contractor Identification. All contract personnel shall be identified as a Contractor (i.e., badge, company logo, or uniform). All contract personnel are required to identify themselves such that they avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all correspondence (documents, emails etc.) or reports produced by the Contractor are suitably marked as Contractor products or that Contractor participation is appropriately disclosed.

19. Key Personnel. The contractor shall provide a single point of contact to administer this contract. All key personnel shall have means of verbal and e-mail communication with the GPOC. Key personnel and alternates must be able to communicate fluently in

English both verbally and in writing.

20. Personnel Qualification:

• Contractor personnel shall be trained and certified by the manufacturer, if required, in order to provide services for the equipment listed in this PWS.

• The contractor personnel must possess the required safety equipment in accordance with VACHS policies, to provide the services requested in this PWS.

21. Standards of Conduct. Contractor personnel’s conduct shall not reflect discredit upon the

Government. The Contractor shall ensure that personnel present a professional appearance. The Contractors employees shall observe and comply with all local policies and procedures concerning fire, safety, environmental protection, sanitation, security, and possession of firearms or other lethal or illegal weapons or substances. The Contractor is responsible for ensuring that any contractor employees providing services under this contract conduct themselves and perform services in a professional, safe, and responsible manner. The contractor shall remove, from the job site, any employee for reasons of misconduct or security. The contractor shall ensure employee conduct complies with 41

U.S.C. 423, Procurement Integrity. The contractor shall also ensure that no contractor employees conduct political related activities or events on VACHS facilities.

22. Contractor personnel and property shall be subject to search and seizure upon entering and leaving the confines of VACHS facilities. The Contractor shall be responsible for assuring that all personnel authorized to perform work under this contract obtain facilities’ access as required.

23. Contractors are responsible for the supervision of all their employees while on government property. It is the Contractor's responsibility to assure compliance with this

PWS, and requirements referenced in this contract. Provisions provided in PWS are not intended to relieve the Contractor of this responsibility.

24. Health and Safety. The contractor and its subcontractors, if any, shall comply with Public

Law 91-596, Occupational Safety and Health Act (OSHA). In addition, the contractor shall comply with all other applicable federal, state, and local requirements for protecting the safety of the contractor's employees, building occupants and the environment. All applicable standards of the OSHA shall be followed when working in accordance with this project.

25. Occupants Safety. The contractor shall take all safety precautions and safety measurements necessary to protect the lives and health of occupants of the building and user of the equipment. No process or materials shall be employed in such a manner that they will introduce additional hazards into occupied space. In addition, shall have in place and be responsible of enforcing it, a safety program/procedure, which shall be followed by their employees in the performance of their duties.

26. Environmental Compliance. The Contractor shall comply with all federal, state, local and facility environmental laws, rules and plans.

27. Physical Security. The Contractor shall protect existing buildings, facilities, utilities, and equipment during working period and will be responsible for any damages resulting from operation and/or execution of this contract. The Contractor shall conduct his operations to cause the least possible interference with normal operations of the government because the facilities will remain in operation during the entire maintenance period.

28. Liability and Responsibility for Damaged Property.

• Damage to Government Property. The contractor shall be held liable for damage or destruction of Government property (e.g. buildings, vehicles, sidewalks, fences, etc.)

caused by the contractor, contractor personnel or representatives of the contractor in the performance of services on this contract. The contractor shall submit their damage report to the GPOC within 24 hours of damage and shall include the repairs and corrective action plan, as applicable. If the contractor fails to take the required corrective action, the government retains the right to exercise other rights or remedies available to the CO.

• Damage to Privately-Owned Property. The Contractor shall be held liable for damage or destruction of privately owned property (e.g. privately owned vehicles), as defined in this PWS, caused by the contractor, contractor personnel or representatives of the contractor in the performance of services in this contract. The contractor shall take corrective action within 5 working days to repair damage or replace destroyed property.

• Damage Reports. The contractor shall submit a damage report to the CO and designated representative within 24 hours of damage or destruction to government property or privately owned property caused by the contractor, contractor personnel or representatives of the contractor. The damage report shall detail the facts and the extent of damage or destruction, and the corrective action taken by the contractor to repair damages or replace destroyed property.

• Fraud, waste, and abuse. The Contractor shall be responsible for maintaining proper conduct and good discipline within Contractor occupied work area(s). Contractor personnel shall be encouraged to be alert to and report suspected situations of fraud, waste, and abuse, or other intentionally dishonest conduct against the government observed during or in the performance of this contract. The contractor lines of communication are with the COR and the CO.

29. A digital or scanned copy of each service report, certification with a checklist of all tasks performed, will be provided to the GPOC or to the biomedical section at the conclusion of each service.

30. Quality Assurance. The Government will evaluate the Contractor’s performance under the contract, IAW the PRS Matrix. The Government retains the right to inspect and test all services called for by the contract. The Government will conduct inspections and tests in a manner that will not unduly delay the work. If any of the services performed do not conform to contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, with no increase in contract amount.

31. Upon satisfactory completion by the Contractor and acceptance by the GPOC of the work completed by the Contractor in accordance with this Performance Work Statement, payment will be approved.

32. Deliverables

a. Training curriculum and materials.

b. Schedule of training events.

c. Attendance records.

d. Certification documentation for each trainee.

33. Applicable Directives and Publications

The following laws, regulations, policies, and procedures in effect on date of contract issuance and all subsequent changes or updates apply:

29 CFR, Part 1910 Occupational Safety and Health Standards

40 CFR Part 302 Protection of Environment, Designation, Reportable Quantities and Notification

EO 13834 Efficient Federal Operations

EO 13990 Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis

EO 14042 Ensuring Adequate COVID Safety Protocols for Federal Contractors

Federal Standard #313 Material Safety Data, Transportation Data, And Disposal

Data For Hazardous Materials Furnished to Government Activities

FIPS PUB 201-2 Personal Identity Verification (PIV) of Federal Employees and Contractors

HSPD 12 Homeland Security Presidential Directive 12 Policy for a Common Identification Standard for Federal Employees and Contractor

OMB M-05-24 Office of Management and Budget (OMB) Guidance

Implementation of Homeland Security Presidential Directive (HSPD) 12 – Policy for a Common Identification Standard for Federal Employees and Contractors

VACO Directive 7710 Occupational Safety and Health

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31

U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

Officer.

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C.

chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government

Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the

Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) 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 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES

(MAY 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the

Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5

U.S.C.5341 or 5332.

This Statement is for Information Only:

It is not a Wage Determination

Employee Class Monetary Wage-Fringe Benefits

1750 Instructional System Series $29.28-$65.64 (End of Clause)

C.3 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL

CONTRACTORS (DEVIATION APR 2026)

(a)Definitions. As used in this clause—

Program participation means membership or participation in, or access or admission to:

training, mentoring, or leadership development programs; educational opportunities; clubs;

associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of Clause)

C.4 52.223-23 SUSTAINABLE PRODUCTS (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause—

Sustainable products means—

(1) A product that contains recovered material designated by the EPA under the

Comprehensive Procurement Guidelines (42 U.S.C. 6962) (40 CFR part 247)

(https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program#products).

(2) An energy-efficient product or low standby power device (42 U.S.C. 8259b) (10 CFR part

436, subpart C) (https://www.energy.gov/femp/search-energy-efficient-products, https://www.energystar.gov/products?s=mega, and https://www.energy.gov/femp/low-standby-power-product-list).

(3) A biobased product that meets the content requirements of the USDA under the

BioPreferred® program (7 U.S.C. 8102) (7 CFR Part 4270) (https://www.biopreferred.gov/)

(4) A substance identified in the EPA’s Significant New Alternatives Policy (SNAP) program as a safe alternative to an ozone-depleting substance (42 U.S.C. 7671l) (40 CFR part 82, subpart G) (https://www.epa.gov/snap/unacceptable-and-acceptable-substitutes-tables).

https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program#products https://www.energy.gov/femp/search-energy-efficient-products https://www.energystar.gov/products?s=mega https://www.energy.gov/femp/low-standby-power-product-list https://www.energy.gov/femp/low-standby-power-product-list https://www.biopreferred.gov/ https://www.epa.gov/snap/unacceptable-and-acceptable-substitutes-tables

(b) Requirements. The Government has identified in the statement of work or elsewhere in the contract the sustainable products that are required during the performance of this contract. The

Contractor shall ensure that it provides sustainable products as required by this contract, when the products are—

(1) Delivered to the Government;

(2)Furnished for use by the Government;

(3) Incorporated into the construction of a public building or public work; or

(c) Furnished for use in performing services under this contract, where the cost of the products is a direct cost to this contract.

(End of Clause)

C.5 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025)

(DEVIATION)

(a) Definitions. As used in this clause—

American Security Drone Act-covered foreign entity means an entity included on a list that the

Federal Acquisition Security Council (FASC) develops and maintains and publishes in the

System for Award Management (SAM) at https://www.sam.gov (section 1822 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance

Limited.

Covered article, as defined in 41 U.S.C. 4713(k), means:

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology.

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means— https://www.sam.gov

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE

Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of

Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal

Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part

121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export

Control Reform Act of 2018 (50 U.S.C. 4817).

FASC-prohibited unmanned aircraft system means an unmanned aircraft system manufactured or assembled by an American Security Drone Act—covered foreign entity.

FASCSA order means any of the following orders issued under the Federal Acquisition Supply

Chain Security Act (FASCSA) requiring removing covered articles from executive agency information systems or excluding one or more named sources or…