Theatre Advertising

Action Code: Sole Source Combined Synopsis NAICS Code: 541810 Subject: Military Family Education Books Solicitation Number: 11051242 Posted Date: 19 July 2017 Set-Aside: Sole Source Response Date: 3 August 2017 @ 11:00 am PST Contracting Office Address: United States Property and Fiscal Office, ATTN: USPFO-P, 1776 Militia Way/PO Box 14350, Salem, Oregon 97309-5047 Place of Performance: Throughout Oregon Description: This is a sole source combined synopsis for commercial items prepared in accordance with the format in Subpart 6.302(b)(1), as supplemented with additional information included in this notice. NOTICE OF INTENT TO AWARD A SOLE SOURCE CONTRACT- National Guard Bureau, United States Property and Fiscal Office for Oregon (USPFO for Oregon), intends to solicit and award a sole source contract to National CineMedia (NCM) 9110 East Nichols Avenue, Suite 200, Centennial, CO 80112 to purchase an Advertising Package for a 11 weeks of advertisement in movie theaters throughout Oregon. The most important aspect of this procurement is that NCM is the sole provider and direct affiliate of the advertisement for Regal Entertainment Group, AMC Entertainment, Inc. and Cinemark, Inc. No other company but NCM provides access to this specific advertisement package. This sole source requirement meets the conditions of FAR 6.302-1, only one responsible source has been identified as reasonably available to provide the services that will satisfy the agency requirements. NCM is the sole provider and direct affiliate of the advertisement for Regal Entertainment Group, AMC Entertainment, Inc. and Cinemark, Inc. No other company but NCM provides access to this specific advertisement package. Information received as a result of this notice will be considered solely for the purpose of determining whether to conduct a competitive procurement. This synopsis is for notification purposes only and does not constitute a solicitation for bids, quotes, or proposals. The North American Industry Classification System (NAICS) Code is 541890 and the Small Business size standard is $15 million based on the U.S. Small Business Administration 2015. This will be a firm fixed price contract. The Government does not intend to pay for any information provided under this notice. A determination by the Government not to compete this proposed contract based on this notice is solely within the discretion of the Government. This synopsis constitutes a solicitation, however all responsible sources that believe they can meet all of the requirements may contact the USPFO for Oregon via e-mail at richard.a.harvey5.mil@mail.mil and be considered by the government. If no responses are received by 11:00 a.m. Pacific Time, 25 November 2015, a Sole Source contract will be pursued with NCM. IMPORTANY NOTE: Responsible sources may submit a capability statement, or quotation, which shall be considered by the agency. Any other vendor that can provide the required theatre advertising other than NCM must provide their capability statement no later than 1 August 2017 by 10:00 a.m. PST. All quotes must be turned in by the required due date and time. The government needs to have time to review the capability statement to verify the vendor can provide the required theatre advertising outlined below. If the capability statement is acceptable, then this Sole Source requirement will be extended and amended to open it competitively. Contracting Office Address: USPFO for Oregon PO Box 14350 Salem, Oregon 97309 Contractor: National CineMedia (NCM) 9110 East Nichols Avenue, Suite 200 Centennial, CO 80112 Requirements for your quote: Please submit a quote by filling in this attached Combination Synopsis and attaching your company letterhead showing a price per contract line item (CLIN) with a total price at the bottom and included in the Technical Specifications pricing portion under the parts schedule. Include the following information on your quote: Cage code, Tax ID number, company name, phone number, contact, and email. The award will only be made to an offeror that is all-inclusive of the requirements on this solicitation. Please return this page and provide the following information. Contact Person: ________________________________________ E-mail Address: ________________________________________ Telephone: _____________________________________________ DUNS Number: _________________________________________ CAGE Code: ________________________________________ Federal Tax ID Number ___________________________________ Oregon Army National Guard Theatre Advertising Performance Work Statement Performance Work Statement (PWS) NCM- State Wide Cinema Campaign Vision Statement: The Oregon Army National Guard (ORARNG) Recruiting and Retention Command (RRC) is engaging in an effort to increase brand awareness and expose the ORARNG to Oregonians across the state by advertising on theater screens and in cinema lobbies. 1 Introduction Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision and other items and non-personnel services necessary to perform the requirements as the contractor of the NCM Advertising as defined in the Performance Work Statement except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract. 1.1 Mission RRC will advertise and brand the ORARNG to all sub markets of our target demographic by means of the Cinema Ad Campaign. The main objective is to generate a high amount of impressions and leads in a short amount. 1.2 Background The ORARNG has historically had a low Department of Defense (DoD) market share across the state in key target areas. This campaign will allow us to target all of the markets we struggle in as well as keep our presence in the markets in which we need to maintain our presence. By advertising on the cinema screens we will generate more than 1,000,000 estimated impressions over an 11 week period, making this a target mode of advertising for our timeline and demographic. This effort will lead to more raw enlistments and increase our DoD market share. 1.3 Scope The RRC would like to take advantage of the advertising resources of NCM. This advertising package will allow the RRC the ability to be seen over 1,000,000 times over an 11 week period. 2 General Requirements This section describes the general requirements for this effort. The following sub-sections provide details of various considerations on this effort 2.1 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 Procuring Contracting Officer (PCO) immediately. 2.2 Business Relations The contractor shall successfully integrate and coordinate all activity needed to execute the requirement. The contractor shall manage the timeliness, completeness, and quality of problem identification. The contractor shall provide corrective action plans, proposal submittals, timely identification of issues, and effective management of subcontractors. The contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all contractor personnel. 2.3 Contract Administration and Management The following subsections specify requirements for contract, management, and personnel administration. 2.3.1 Contract Management The contractor shall establish clear organizational lines of authority and responsibility to ensure effective management of the resources assigned to the requirement. The contractor must maintain continuity between the support operations and the contractor's corporate offices. 2.3.2 Contract Administration The contractor shall establish processes and assign appropriate resources to effectively administer the requirement. The contractor shall respond to Government requests for contractual actions in a timely fashion. The contractor shall have a single point of contact between the Government and Contractor personnel assigned to support contracts or task orders. The contractor shall assign work effort and maintaining proper and accurate time keeping records of personnel assigned to work on the requirement. 2.3.3 Personnel Administration N/A 2.4 Subcontract Management The contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. The prime contractor will manage work distribution to ensure there are no Organizational Conflict of Interest (OCI) considerations. Contractors may add subcontractors to their team after notification to the Procuring Contracting Officer (PCO) or Contracting Officer Representative (COR). Cross teaming may or may not be permitted. 2.5 Contractor Personnel, Disciplines, and Specialties 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 to the work or task with a minimum of under/over employment of resources. The contractor shall ensure the labor categories as defined in the Labor Categories document (see attachment), labor rates, and man-hours utilized in the performance of each Task Order (PWS line item) issued hereunder will be the minimum necessary to accomplish the task. The Contractor shall provide the necessary resources and infrastructure to manage, perform, and administer the contract. 2.6 Location and Hours of Work N/A 2.7 Travel / Temporary Duty (TDY) N/A 3 Performance Requirements The following section specifies the Performance Objectives and Performance Elements for the contract. 3.1 Cinema Screen Advertisements 3.1.1 The contractor shall provide the ORARNG with a 45 seconds advertisement space on Cinema Screens allowing us to design our own advertisement. The contactor will then place our ad on all screens across the state. Performance Standards STD: NCM will provide us with a 45 second rotating ad on 387 screens across the state. AQL: The ORARNG advertisement will stay in place for a period of 11 weeks starting September 8th 2017 through November 26th 2017. Deliverables Location #of Screens A01 Albany 7 Cinemas 7 A02 Astoria Gateway Cinema 7 A03 Bridgeport 18 with IMAX 18 A04 Cedar Hills Crossing 16 16 A05 Century 16 Eastport 16 Location #of Screens A06 Cinebarre Salem 7 7 A07 Clackamas Town Center with XD 20 A08 Division Street 13 13 A09 Evergreen Parkway 13 13 A10 Fox Tower 10 10 A11 Hilltop 9 Cinema 9 A12 Lancaster 11 A13 Lincoln City Cinema 6 A14 Lloyd Center 10 with IMAX 10 A15 McMinnville Cinema 10 A16 Movies on TV 16 16 A17 Newport Cinema 7 A18 Pioneer Place 6 A19 Progress Ridge 14 with GXL 13 A20 Santiam 11 11 A21 Seaside Cinema 6 A22 Sherwood 10 10 A23 Stark Street 10 10 A24 Tigard 11 Cinemas 11 A25 Wilsonville 9 Cinema 9 A26 Cinemark 17 (Springfield) 17 A27 Pony Village Cinema 11 A28 Valley River with IMAX 15 A29 Ashland Street Cinema 4 A30 Pelican Cinema 10 10 A31 Southgate Cinema 12 A32 Tinseltown 15 A33 Varsity Theatre 5 A34 White City 6 A35 Old Mill Stadium 16 with IMAX 16 A36 Ninth Street Cinemas 4 4 3.2 Lobby Entertainment Network (LEN) 3.2.1 The contractor shall provide the ORARNG with a 45 seconds advertisement space on the LEN allowing us to design our own advertisement. The contactor will then place our ad on all screens across the state. Performance Standards STD: NCM will provide us with a 45 second rotating ad in the Lobby Entertainment Network in 33 theaters across the state. AQL: The ORARNG advertisement will stay in place for a period of 11 weeks starting September 8th, 2017. Deliverables Location B01 Albany 7 Cinemas B02 Astoria Gateway Cinema B03 Bridgeport 18 with IMAX B04 Cedar Hills Crossing 16 B05 Century 16 Eastport B06 Clackamas Town Center with XD B07 Division Street 13 B08 Evergreen Parkway 13 B09 Fox Tower 10 B10 Hilltop 9 Cinema B11 Lancaster B12 Lincoln City Cinema B13 Lloyd Center 10 with IMAX B14 McMinnville Cinema B15 Movies on TV 16 B16 Newport Cinema B17 Progress Ridge 14 with GXL B18 Santiam 11 B19 Seaside Cinema B20 Sherwood 10 B21 Stark Street 10 Location B22 Tigard 11 Cinemas B23 Wilsonville 9 Cinema B24 Cinemark 17 (Springfield) B25 Pony Village Cinema B26 Valley River with IMAX B27 Ashland Street Cinema B28 Pelican Cinema 10 B29 Southgate Cinema 12 B30 Tinseltown B31 Varsity Theatre B32 White City B33 Old Mill Stadium 16 with IMAX 3.3 Lobby Posters 3.3.1 The contractor shall provide the ORARNG with a 27"x30" advertisement space in theater lobbies allowing us to design our own advertisement. The contactor will then print and place our ad in all theater lobbies across the state. Performance Standards STD: NCM will provide us with a 27"x30" ad space in a poster case in 33 theater lobbies across the state. AQL: The ORARNG advertisement will stay in place for a period of 11 weeks starting September 8th 2017. Deliverables Location C01 Albany 7 Cinemas C02 Astoria Gateway Cinema C03 Bridgeport 18 with IMAX C04 Cedar Hills Crossing 16 C05 Century 16 Eastport C06 Clackamas Town Center with XD C07 Division Street 13 C08 Evergreen Parkway 13 C09 Fox Tower 10 C10 Hilltop 9 Cinema C11 Lancaster C12 Lincoln City Cinema C13 Lloyd Center 10 with IMAX C14 McMinnville Cinema C15 Movies on TV 16 C16 Pioneer Place C17 Progress Ridge 14 with GXL C18 Santiam 11 C19 Seaside Cinema C20 Sherwood 10 C21 Stark Street 10 C22 Tigard 11 Cinemas C23 Wilsonville 9 Cinema C24 Cinemark 17 (Springfield) C25 Pony Village Cinema C26 Valley River with IMAX C27 Ashland Street Cinema C28 Pelican Cinema 10 C29 Southgate Cinema 12 C30 Tinseltown C31 Varsity Theatre C32 White City C33 Old Mill Stadium 16 with IMAX 4 Special Requirements This section describes the special requirements for this effort. The following sub-sections provide details of various considerations on this effort. 4.1 Security and Safety N/A 4.2 Transition The contractor shall follow the transition plan submitted as part of the proposal and keep the Government fully informed of status throughout the transition period. Throughout the phase-in/phase-out periods, it is essential that attention be given to minimize interruptions or delays to work in progress that would impact the mission. The contractor must plan for the transfer of work control, delineating the method for processing and assigning tasks during the phase-in/phase-out periods. 4.3 Government Furnished Materials The ORARNG will provide all the video to NCM to place on the theater screens and LEN screens. 4.4 Environmental Requirements N/A 4.5 Applicable Directives The contractor shall comply with all documents listed below as mandatory and referenced under paragraph 3.0, Performance Requirements. Compliance with documents listed as non-mandatory is the contractors' option. Mandatory compliance (list) Non-Mandatory document (list) 5 Deliverables The contractor shall provide deliverables as described in subsequent task orders. Deliverables shall be specified by the government. Format and delivery schedule for deliverables shall be outlined in CDRLs and/or other means TBD. Identifier Location #of Screens Description A01 Albany 7 Cinemas 7 45 Second ad on theater screens A02 Astoria Gateway Cinema 7 45 Second ad on theater screens A03 Bridgeport 18 with IMAX 18 45 Second ad on theater screens A04 Cedar Hills Crossing 16 16 45 Second ad on theater screens A05 Century 16 Eastport 16 45 Second ad on theater screens A06 Cinebarre Salem 7 7 45 Second ad on theater screens A07 Clackamas Town Center with XD 20 45 Second ad on theater screens A08 Division Street 13 13 45 Second ad on theater screens A09 Evergreen Parkway 13 13 45 Second ad on theater screens A10 Fox Tower 10 10 45 Second ad on theater screens A11 Hilltop 9 Cinema 9 45 Second ad on theater screens A12 Lancaster 11 45 Second ad on theater screens A13 Lincoln City Cinema 6 45 Second ad on theater screens A14 Lloyd Center 10 with IMAX 10 45 Second ad on theater screens A15 McMinnville Cinema 10 45 Second ad on theater screens A16 Movies on TV 16 16 45 Second ad on theater screens A17 Newport Cinema 7 45 Second ad on theater screens A18 Pioneer Place 6 45 Second ad on theater screens A19 Progress Ridge 14 with GXL 13 45 Second ad on theater screens A20 Santiam 11 11 45 Second ad on theater screens A21 Seaside Cinema 6 45 Second ad on theater screens A22 Sherwood 10 10 45 Second ad on theater screens A23 Stark Street 10 10 45 Second ad on theater screens A24 Tigard 11 Cinemas 11 45 Second ad on theater screens A25 Wilsonville 9 Cinema 9 45 Second ad on theater screens A26 Cinemark 17 (Springfield) 17 45 Second ad on theater screens A27 Pony Village Cinema 11 45 Second ad on theater screens A28 Valley River with IMAX 15 45 Second ad on theater screens A29 Ashland Street Cinema 4 45 Second ad on theater screens A30 Pelican Cinema 10 10 45 Second ad on theater screens A31 Southgate Cinema 12 45 Second ad on theater screens A32 Tinseltown 15 45 Second ad on theater screens A33 Varsity Theatre 5 45 Second ad on theater screens A34 White City 6 45 Second ad on theater screens A35 Old Mill Stadium 16 with IMAX 16 45 Second ad on theater screens A36 Ninth Street Cinemas 4 4 45 Second ad on theater screens Identifier Location Description B01 Albany 7 Cinemas 45 Second ad on LEN Screens B02 Astoria Gateway Cinema 45 Second ad on LEN Screens B03 Bridgeport 18 with IMAX 45 Second ad on LEN Screens B04 Cedar Hills Crossing 16 45 Second ad on LEN Screens B05 Century 16 Eastport 45 Second ad on LEN Screens B06 Clackamas Town Center with XD 45 Second ad on LEN Screens B07 Division Street 13 45 Second ad on LEN Screens B08 Evergreen Parkway 13 45 Second ad on LEN Screens B09 Fox Tower 10 45 Second ad on LEN Screens B10 Hilltop 9 Cinema 45 Second ad on LEN Screens B11 Lancaster 45 Second ad on LEN Screens B12 Lincoln City Cinema 45 Second ad on LEN Screens B13 Lloyd Center 10 with IMAX 45 Second ad on LEN Screens B14 McMinnville Cinema 45 Second ad on LEN Screens B15 Movies on TV 16 45 Second ad on LEN Screens B16 Newport Cinema 45 Second ad on LEN Screens B17 Progress Ridge 14 with GXL 45 Second ad on LEN Screens B18 Santiam 11 45 Second ad on LEN Screens B19 Seaside Cinema 45 Second ad on LEN Screens B20 Sherwood 10 45 Second ad on LEN Screens B21 Stark Street 10 45 Second ad on LEN Screens B22 Tigard 11 Cinemas 45 Second ad on LEN Screens B23 Wilsonville 9 Cinema 45 Second ad on LEN Screens B24 Cinemark 17 (Springfield) 45 Second ad on LEN Screens B25 Pony Village Cinema 45 Second ad on LEN Screens B26 Valley River with IMAX 45 Second ad on LEN Screens B27 Ashland Street Cinema 45 Second ad on LEN Screens B28 Pelican Cinema 10 45 Second ad on LEN Screens B29 Southgate Cinema 45 Second ad on LEN Screens B30 Tinseltown 45 Second ad on LEN Screens B31 Varsity Theatre 45 Second ad on LEN Screens B32 White City 45 Second ad on LEN Screens B33 Old Mill Stadium 16 with IMAX 45 Second ad on LEN Screens Identifier Location Description C01 Albany 7 Cinemas 27"x 40" ad in Poster Case C02 Astoria Gateway Cinema 27"x 40" ad in Poster Case C03 Bridgeport 18 with IMAX 27"x 40" ad in Poster Case C04 Cedar Hills Crossing 16 27"x 40" ad in Poster Case C05 Century 16 Eastport 27"x 40" ad in Poster Case C06 Clackamas Town Center with XD 27"x 40" ad in Poster Case C07 Division Street 13 27"x 40" ad in Poster Case C08 Evergreen Parkway 13 27"x 40" ad in Poster Case C09 Fox Tower 10 27"x 40" ad in Poster Case C10 Hilltop 9 Cinema 27"x 40" ad in Poster Case C11 Lancaster 27"x 40" ad in Poster Case C12 Lincoln City Cinema 27"x 40" ad in Poster Case C13 Lloyd Center 10 with IMAX 27"x 40" ad in Poster Case C14 McMinnville Cinema 27"x 40" ad in Poster Case C15 Movies on TV 16 27"x 40" ad in Poster Case C16 Pioneer Place 27"x 40" ad in Poster Case C17 Progress Ridge 14 with GXL 27"x 40" ad in Poster Case C18 Santiam 11 27"x 40" ad in Poster Case C19 Seaside Cinema 27"x 40" ad in Poster Case C20 Sherwood 10 27"x 40" ad in Poster Case C21 Stark Street 10 27"x 40" ad in Poster Case C22 Tigard 11 Cinemas 27"x 40" ad in Poster Case C23 Wilsonville 9 Cinema 27"x 40" ad in Poster Case C24 Cinemark 17 (Springfield) 27"x 40" ad in Poster Case C25 Pony Village Cinema 27"x 40" ad in Poster Case C26 Valley River with IMAX 27"x 40" ad in Poster Case C27 Ashland Street Cinema 27"x 40" ad in Poster Case C28 Pelican Cinema 10 27"x 40" ad in Poster Case C29 Southgate Cinema 12 27"x 40" ad in Poster Case C30 Tinseltown 27"x 40" ad in Poster Case C31 Varsity Theatre 27"x 40" ad in Poster Case C32 White City 27"x 40" ad in Poster Case C33 Old Mill Stadium 16 with IMAX 27"x 40" ad in Poster Case 6 Related Documents The following Documents are related to this project Oregon Military Department ATTN: Recruiting and Retention Board (RRB) SGT Garrison 1776 Militia Way SE S Salem OR 97301 PRICING: CLIN 0001 11 Weeks Theatre Advertising 1 lOT TOTAL tiny_mce_marker___________________ Requirements for your quote: Please submit a quote on your company letterhead showing a price per contract line item (CLIN) with at total price at the bottom. Include the following information on your quote: Cage code, Tax ID number, company name, phone number, contact, and email. The award will only be made to an offeror that is all-inclusive of the requirements on this solicitation. Terms and Conditions: Offerors must be actively registered on the Systems for Award Management database (SAM). Information concerning SAM requirements may be viewed via the Internet at https://www.sam.gov/portal/public/SAM/ or by calling the SAM Registration Center at 866-606-8220. Only contractors who are registered in the Systems for Award Management (SAM) can be awarded a contract. Offerors must have electronic funds transfer (EFT) capability. Offerors' quotes shall be valid for a minimum of 30 days to be acknowledged in the offerors' quote. Contractors must be actively registered with Wide Area Work Flow (WAWF) at http://wawf.eb.mil. Clauses may be accessed electronically in full text through http://farsite.hill.af.mil. FAR 52.204-7 System for Award Management FAR 52.204-13 System for Award Management Maintenance FAR 52.204-16 Commercial and Government Entity Code Reporting FAR 52.204-18 Commercial and Government Entity Code Maintenance FAR 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (DEC 2014) FAR 52.211-6 Brand Name or Equal FAR 52.212-1, Instructions to Offerors-Commercial. FAR 52.212-2, Evaluation-Commercial Items Evaluation. The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the government, lowest price of all item "all or none". FAR 52.212-3 ALT I, Offerors Representation and Certifications Commercial Item or complete electronic annual representations and certifications via the System for Award Management (SAM). FAR 52.219-6, Notice of Total Small Business Set-Aside FAR 52.219-28, Post Award Small Business Representation FAR 52.225-13, Restrictions on Certain Foreign Purchases. FAR 52.222-21, Prohibition Of Segregated Facilities. FAR 52.222-26, Equal Opportunity. FAR 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era. FAR 52.222-36, Affirmative Action for Workers With Disabilities. FAR 52.222-37, Employment Reports On Disabled Veterans And Veterans Of The Vietnam Era. FAR 52.222-44, Fair Labor Standards act and Service Contract Act-Price adjustment. FAR 52.222-50, Combating Trafficking in Persons. FAR 52.222-54, Employment Eligibility Verification. FAR 52.228-5, Insurance-Work on a government Installation. FAR 52.232-33, Payment by Electronic Funds Transfer-- System for Award Management. FAR 52.232-36, Payment by Third Party. FAR 52.225-1, Buy American - Supplies. FAR 52.233-4 Applicable Law for Breach of Contract Claim FAR 52.253-1, Computer Generated Forms DFARS 252.203-7999 (DEV) Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements-Representation (DEVIATION) DFARS 252.204-7008 Compliance with Safeguarding Covered Defense Information Controls DFARS 252.211-7003, Item Identification and Valuation. DFARS 252.225-7000, Buy American Act (BAA) - Balance of Payments Program Certificate DFARS 252-225.7001, BAA - Balance of Payments Program DFARS 252.225-7002, Qualifying Country Sources as Subcontractors. DFARS 252.232-7003, Electronic Submission of Payment Requests. DFARS 252.246-7000, Material Inspection And Receiving Report DFARS 252.247-7023, Transportation of Supplies by Sea, Alternate III. DFARS 252.215-7008, Only One Offer. DFARS 252.232-7006, Wide Area Workflow. DFARS 252.204-7012, Safeguarding Unclassified Controlled Technical Information. DFARS 252.204-7015 Disclosure of Information to Litigation Support Contractors DFARS 252.244-7000 Subcontracts for Commercial Items 52.212-4 -- Contract Terms and Conditions -- Commercial Items. As prescribed in 12.301(b)(3), insert the following clause: Contract Terms and Conditions -- Commercial Items (Jan 2017) (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 o...