36C26122Q1092.docx

36C26122Q1092

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

36C26122Q1092 36C26122Q1092 09-05-2022 Dave Bischel 916-923-4520 09-12-2022 5:00pm

PDT

612MCP

Department of Veterans Affairs VA Northern California Healthcare System Network Contracting Office (NCO) 21 3230 Peacekeeper Way Bldg. 209 McClellan

CA

95652-2609 X 515120 $41.5 Million N/A X VA Northern California Healthcare System 5342 Dudley Blvd., Bldg. 209 McClellan

CA

95652

612MCP

Department of Veterans Affairs Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan

CA

95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page See CONTINUATION Page X Jared Dawson Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Department of Veterans Affairs VA Northern California Healthcare System Network Contracting Office (NCO) 21 3230 Peacekeeper Way Bldg. 209 McClellan CA 95652-2609

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

STATEMENT OF WORK

Cable Television Service for VA San Francisco Health Care System

1. General Information A. The Contractor shall furnish all labor, equipment, materials, supervision and maintenance as well as other items necessary to provide cable television service for facilities of the Department of Veteran Affairs at the following locations:

• VA San Francisco Health Care System located at 4150 Clement St San Francisco, CA 94121

B. Period of Performance: The period of performance is for one base year with (4) one-year options.

Base Year Period: October 1, 2022 thru to September 30, 2023 Option Year 1: October 1, 2023 thru to September 30, 2024 Option Year 2: October 1, 2024 thru to September 30, 2025 Option Year 3: October 1, 2026 thru to September 30, 2027 Option Year 4: October 1, 2028 thru to September 30, 2029

C. In accordance with VA policy, Contractors’ storage, generation, transmission or exchanging of VA sensitive information requires appropriate security controls to be in place. The VA Information Security Program policy (VA Directive and Handbook 6500 and additional 6500 series directives and handbooks) provide the framework for Information/Network Security within VA. Currently, certification and authorization requirements do not apply to this service contract and a Security Accreditation Package is not required.

D. The primary Government Point of Contact is Edward Abaunza; telephone number 415-221-4810 ext 22463. The alternate Government Point of Contact is Donna Maddox; telephone number 415-221-4810x22363.

E. The site point of contact for VA San Francisco Medical Center is Edward Abaunza telephone number 415-221-4810 ext 22463.

2. Scope of Work A. The Company has been granted a franchise by an authorized Governmental agency to construct and operate a cable communications system in designated campus locations (the “facility/facilities”). The Owner desires to provide certain services to the Premises on a bulk billing basis (the “Services”) and the Company is willing to install, maintain and operate a cable communications system for such purposes on the Premises in accordance with the terms and conditions below.

B. Task Frequency Instructions: The Contractor shall provide a list equipment to be used throughout the contract period to the Government Point of Contact no later than 10 days after contract award. The Contractor shall ensure equipment is of commercial grade and regular maintenance is preformed to keep equipment in safe working and/or operating condition.

C. The Government Point of Contact reserves the right to inspect the Contractor’s equipment and have it removed for maintenance and/or repairs at any time by the Contractor at no additional cost to the Government.

D. Access to VA sites and equipment rooms: The VA will allow the Contractor to enter all common areas of the premises for the purposes of installing, auditing and disconnecting service, installing, maintaining, repairing, replacing or removing equipment and apparatus connected and/or associated with the services provided pending prior coordination with the Contracting Officer (CO) or Government Point of Contact. The Contractor shall plan to be escorted while performing all services.

E. Emergencies: The Contractor shall have access to the cable equipment 24 hours a day, seven days a week for repairs. The Contractor shall check-in with the VA Police at individual sites (after duty hours) and/or the Government Point of Contact prior to accessing equipment or starting any work.

F. Contractor Responsibilities and Tasks:

1. The Contractor shall provide and agrees to install in all facilities necessary to transmit the services to a predetermined and mutually agreed upon demarcation point (the “Demarcation Point”), including, but not limited to, distribution cables, amplifiers, pedestals, lock boxes, equipment and appurtenant devices (collectively by the Contractor), excluding the owner wiring (as defined below).

2. The Contractor shall retain ownership of wiring installed on VA premises. The Contractor shall maintain the wiring in accordance with applicable FCC regulations, industry standards, and local codes unless otherwise stated in this contract.

3. The Contractor shall deliver bulk service to the facility demarcation point. This bulk service consists of the digital channel lineup noted in ATTACHMENT A. The Contractor shall also provide cable services to the following locations:

4. The Contractor shall agree to provide cable TV services 24 hours a day 365 days per year.

5. Normal Business hours are defined as Monday through Friday, 8:00 AM to 4:30 PM. After ‘normal business hours’ are defined as weekends and Monday through Friday, 4:30 PM to 8:00 AM.

G. Service Report:

1. For any repairs or services that will be performed during normal working hours, the Contractor’s service representative will report upon arrival to the Government Point of Contact or designated representative. Upon completion of work, the Contractor must report, in person, to the Government Point of Contact or authorized designee and shall present a copy of the field service report signed by the Service using the equipment. The report shall reflect date and time of service, name of company, contract number, and the name of the Contractor. As a minimum, the report shall contain a detailed description of any services or repairs performed and shall also include a listing of replacement parts, when applicable. The report shall also include any recommendations necessary to maintain the equipment in best operating condition.

2. For repairs or services required during other than normal working hours, the Contractor is not required to report upon arrival to the Government Point of Contact or designated representative. However, the Contractor shall be required to complete field service report and forward it to:

San Francisco location:

Department of Veterans Affairs ATTN: Donna Maddox 4150 Clement St San Francisco, CA 94121

3. Authorized Service: Only those services specified within are authorized under this contract. Contractor shall notify the Government Point of Contact prior to performing any service or repairs of a non-contractual nature. Unless authorization is given by the Contracting Officer, the Contractor shall be cautioned not to perform the service. Any approved modification or repair to any equipment outside the Scope of Work must be handled via a separate purchase order/modification.

H. The Contractor shall provide qualified technicians who shall perform in a professional manner in accordance with Federal Communications Commission (“FCC”) regulations, industry standards and local codes, unless otherwise provided in this Contract.

I. The Contractor shall agree to repair and/or replace any damage to the premises resulting from the installation, operation, maintenance or removal of the Contractor’s wiring, except as otherwise provided in this contract. The Contractor shall be responsible for obtaining all necessary permits, licenses and approvals in connection with the construction, installation and operation of the Contractor/vendor wiring. All renovations or structural impacts to the buildings shall be pre-approved by the Government Point of Contact.

J. Neither the Owner nor anyone operating on its behalf shall tap into, use or otherwise interfere with the Company Wiring or any portion thereof for any purpose.

K. Installation of Wiring. The Contractor shall be responsible for all costs and expenses incurred when installing cable wiring.

L. Programming & Licenses:

1. Owner acknowledges and agrees that the Company has the right at any time to preempt, without prior notice, specific programs and to determine what substitute programming, if any, shall be made available. Company may in its discretion make additions, deletions or modifications to its channel line-up without liability to Owner or anyone claiming through Owner. Company shall not be liable for failure to deliver any programming which is caused by the failure of the programmer to deliver or make such programming available to Company or any other reason beyond the reasonable control of Company.

2. The Owner acknowledges that it may be required to obtain additional licenses or authorizations in order to publicly perform and/or display certain copyrighted material at the Premises. The Owner acknowledges and agrees that it (and not the Company) shall be solely responsible for obtaining all such licenses or authorizations and the payment of any charges or fees in connection therewith.

M. Customer Service: The Company shall provide customer service in accordance with its franchise agreement with the Franchise Authority. Company representatives will be available to respond to customer telephone inquiries during normal business hours. The Company will begin working on service interruptions promptly and in no event later than the next business day after notification of the service problem, excluding conditions beyond the control of the Company.

N. Insurance: The Company agrees to maintain public liability insurance and property damage liability insurance as required by the Company's franchise agreement with the Franchise Authority. Upon request, the Company will provide the Owner with a certificate evidencing such insurance.

O. Removal of Company Wiring: Upon termination of this Agreement for any reason, the Company shall have a period of six (6) months in which it shall be entitled but not required to remove the Company Wiring. The Company shall promptly repair any damage to the Premises occasioned by such removal.

P. The Government’s Responsibilities:

1. The VA will provide plans (if available) showing all underground facilities existing on the premises as needed. The VA will cooperate with the Contractor/vendor in the construction and installation of the Contractor/vendor wiring. The VA will provide a secured space in a mutually agreed upon location on the premises and electricity, for the Contractor’s wiring and equipment as requested by Contractor.

2. The VA has installed wiring from the demarcation point to all the outlets necessary to distribute the services to the premises (the owner wiring) in accordance with the Contractor specifications.

3. Designation of Government Point of Contact The Contracting Officer (CO) will appoint the Government Point of Contact to represent the CO to furnish technical guidance and advice under this contract. The foregoing is not to be construed as authorization to interpret or furnish advice and information to Contractor relative to the financial or legal aspects of the contract. Those matters are the responsibility of the Contracting Officer and shall not be delegated.

4. Contracting Officer (CO): The CO is responsible for the administration of this contract. The CO is the only individual authorized to take actions on behalf of the Government, which may result in changes in the contract terms, to include deviations from the statement of work, details, and performance schedules. Communications pertaining to contractual matters shall be addressed to the CO. No changes in or deviation from the scope of work shall be affected without a written modification to the contract executed by the CO. No oral statements of any person whosoever will in any matter or degree, modify or otherwise affect the terms of this contract.

Q. Invoicing: All invoices from the Contractor shall be submitted by the Contractor electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests. Any disputes should be resolved between the Government Point of Contact and the Contractor’s point of contact.

1. VA’s Electronic Invoice Presentment and Payment System: The FSC uses a third-party Contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

2. More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

3. Vendor e-Invoice Set-Up Information: Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:• Tungsten e-Invoice Setup Information: 1-877-489-6135 • Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com • FSC e-Invoice Contact Information: 1-877-353-9791 • FSC e-invoice email: vafsccshd@va.gov R. Notices: All notices, demands, requests or other communications given under this agreement shall be in writing and be given by personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier service to the address set forth below or as may subsequently in writing be requested. If to Veterans Administration Hospital:

S. Agreement Amendments: This Agreement, including ATTACHMENT A attached hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, promises and understandings, whether oral or written. This Agreement shall not be modified, amended, supplemented or revised, except by a written document signed by both parties.

T. Authority: Each party represents to the other that the person signing on its behalf has the legal right and authority to execute, enter, and bind such party to the commitments and obligations set forth herein.

3. Records Management A. The following standard items relate to records generated in executing the contract and should be included in a typical Electronic Information Systems (EIS) procurement contract:

1. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

2. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

3. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

4. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

5. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

6. The Government Agency owns the rights to all data/records produced as part of this contract.

7. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

8. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

9. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its Contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

10. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (Subcontractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any Subcontractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

Standard Channel Line Up (ALL ACCOUNTS) Business Class TV Basic

2 HSN*

3 KCRA-3 (NBC)*

4 KQCA-58 (My Network TV)* 5 KUVS-1 9 (Univision)*

6 KVIE-6 (PBS)*

7 KVIE 2 (PBS)*

8 KTXL-40 (FOX)*

9 QVC*

10 KXTV-1 0 (ABC)*

11 KSPX-29(ION)*

12 KMAX-31 (CW)*

13 KOVR-13(CBS)*

14 Local Programming* 15 Educational Access* 16 Educational Access* 17 Public Access* 18 Public Access* 19 Gala Vision* 20 Religious Coalition* 23 KTFK-64 (UniMas)* 24 KTNC-42 (Estrella)* 25 KCSO-33 (Telemundo)*

95 C-SPAN*

96 Religious Coalition* 103 Leased Access* 104 Comcast Hometown Network* 108 California Channel* 111 TV Guide Network* 116 Jewelry TV* 164 Shop NBC* 189 KTXL Antenna TV*

190 KVIE 2 (PBS)*

191 KXTV Live Well Network* 192 KVIEVme* 193 KCRA more TV* 196 KSTV-32 (Azteca)* 198 KQCA This TV 238 KBTV Crossings TV* 599 XFINITY Latino Business Class TV Standard 31 Speed

32 ESPN

33 ESPN2

34 CSN California 35 Golf Channel 36 CSN Bay Area

37 MSNBC

39 Fox News

40 CNN

41 HLN

42 CNBC

43 TBS

44 TNT

45 USA Network 46 Lifetime 48 ABC Family 49 Cartoon Network 50 Nickelodeon 51 Disney Channel 52 TV Land 53 Animal Planet 54 Syfy 55 Comedy Central 56 E!

57 FX

58 Spike 60 Food Network

61 HGTV

62 TLC

63 Discovery Channel 64 History 65 NBC Sports Network

66 AMC

68 Bravo 69 A&E

70 MTV

71 VH1

73 BET

97 C-SPAN2

98 C-SPAN3

102 The Weather Channel 119 Sprout 128 Bloomberg TV 136 G4

161 GSN

162 BBC America 183 Style 186 Hallmark Channel

220 OWN

230 TBN

233 EWTN

271 Investigation Discovery 275 Bio 276 H2

477 CMT

482 QMC

VA San Francisco Health Care System July 9, 2020 500 Hallmark Movie Channel

504 LMN

718 HSN HD

719 QVC HD

720 CSN Bay Area HD 721 CSN California HD 722 Golf Channel HD 723 NBC Sports Network HD

724 ESPN HD

725 ESPN2 HD

733 Bravo HD

734 A&E HD

735 TBS HD

736 Syfy HD

737 TNT HD

738 USA Network HD 739 Universal HD 741 FX HD West 742 Style HD 743 Spike HD

744 G4 HD

745 Comedy Central HD

746 HGTV HD

747 Food Network HD 750 Discovery Channel HD 751 Animal Planet HD

752 TLC HD

753 E! HD

754 Velocity HD 758 History HD

759 CNN HD

760 Fox News Channel HD

762 CNBC HD

766 Cartoon Network HD 767 Nickelodeon HD 768 ABC Family HD 769 Disney Channel HD 770 Sprout HD 772 Bio HD

774 HLN HD

776 The Weather Channel HD

777 BET HD

778 CMT HD

780 CSN Plus HD

781 VH1 HD

782 MTV HD

783 Palladia HD

787 MSNBC HD

793 Hallmark Channel HD 794 Hallmark Movie Channel HD 795 Lifetime HD

796 LMN HD

798 AMC HD

804 Investigation Discovery HD

805 H2 HD

810 BBC America HD

814 GMC HD

815 Gala Vision HD 821 Bloomberg TV HD

822 GSN HD

897 XFINITY 3D

898 ESPN 3D

901-946 Music Choice

SECTION C - CONTRACT CLAUSES

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

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable.

(C) Affected line item or subline item, if applicable; and

(D) Contractors point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor.

(B) The date of issuance of a government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

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

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Cable/Satellite Television in accordance with the Statement of Work Contract Period: Base POP Begin: 10-01-2022 POP End: 09-30-2023 PRINCIPAL NAICS CODE: 515120 - Television Broadcasting PRODUCT/SERVICE CODE: L099 - Technical Representative - Miscellaneous

MANUFACTURER PART NUMBER (MPN): NA

Cable/Satellite Television in accordance with the Statement of Work Contract Period: Option 1 POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 515120 - Television Broadcasting

Cable/Satellite Television in accordance with the Statement of Work Contract Period: Option 2 POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 515120 - Television Broadcasting

Cable/Satellite Television in accordance with the Statement of Work Contract Period: Option 3 POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 515120 - Television Broadcasting

Cable/Satellite Television in accordance with the Statement of Work Contract Period: Option 4 POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 515120 - Television Broadcasting

B.3 DELIVERY SCHEDULE

4150 CLEMENT ST.

SAN FRANCISCO, CA 94121

USA

1.00

edward.abaunza@va.gov

4150 CLEMENT ST.

SAN FRANCISCO, CA 94121

1.00

4150 CLEMENT ST.

SAN FRANCISCO, CA 94121

1.00

4150 CLEMENT ST.

SAN FRANCISCO, CA 94121

1.00

4150 CLEMENT ST.

SAN FRANCISCO, CA 94121

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due.