Responses to Supplier Questions 2023 SIR 697DCK-22-R-00265.pdf

SIR 697DCK-23-R-00281

RESPONSES TO SUPPLIERS QUESTIONS

1. Question: Please clarify that in the event of a default by the Government (which includes, without limitation, failure to pay its bills on time after any applicable cure period or any other material obligation under the Solicitation) that Contractor may terminate the agreement and the

Government may be liable for damages calculated in accordance with Section 3.10.6-1

Termination for Convenience.

Answer: The FAA views this question and clarification as an exception to Solicitation Number

697DCK-23-R-00281 and the FAA does not agree to this exception. All clauses referenced in

Solicitation Number 697DCK-23-R-00281 apply. If you take exception to the FAA’s Solicitation

Number 697DCK-23-R-00281, your proposal will be rendered unresponsive and unacceptable.

2. Question: Would there be any restrictions on Supplier assigning the contract to its affiliate or successor in interest for a reason other than described in Section G.2(a)?

Answer: Please refer to G.2 Contract Terms and Conditions-Commercial Items (a) Assignment and FAA clause 3.3.1-15, Assignment of Claims.

3. Question: Does the Government have the right to assign this contract? If so, please confirm that any assignee would be required to meet the Supplier’s creditworthiness.

Answer: The FAA has the right to assign the contract. The FAA views the remainder of the question and clarification regarding creditworthiness as an exception to Solicitation Number

697DCK-23-R-00281 and the FAA does not agree to this exception. All clauses referenced in

4. Question: Constellation excepts to the unilateral extension provision in 3.2.4-34 since the FAA is fixing Renewable Portfolio Standards. These costs materially increase at a known rate for each energy year. An extension of even 1 month will subject the supplier to material known increases in state RPS obligations that are likely to be a larger charge than what was offered for an earlier, less costly energy year. Please revert to the extension being mutually agreed upon between the

Government and Contractor as the previous language stated or clarify that the price could be changed due to the known increased RPS obligations.

Answer: SIR 697DCK-23-R-0028, Section 3.2.4-34 amended to include the following sentence, “Any such extension shall be mutually agreed upon by the Government and the Contractor.”

5. Question: With respect to any early termination payment due from the Government to

Contractor due to Government’s right to terminate for convenience, please confirm that the following formula shall be deemed an acceptable calculation of damages in accordance with

Section 3.10.6-1: The sum of (i) payment of all amounts the Government owes Contractor for electricity provided to the Government, (ii) when the contract is terminated early (entirely or as to certain accounts), payment of an amount (that Contractor will calculate using its reasonable judgment) equal to the positive difference between (A) the dollar amount the Government would have paid to Contractor under this contract had it not been terminated early and (B) the dollar amount Contractor could resell such electricity for to a third party under then-current market conditions and (iii) all reasonable costs (including reasonable attorneys’ fees, expenses and court costs) Contractor reasonably incurs in collecting amounts the Government owes Contractor under this contract.

Answer: The FAA views this question and clarification as an exception to Solicitation Number

697DCK-23-R-00281 and the FAA does not agree to this exception. All clauses referenced in

6. Question: Section K, clause 3.2.2.3-2 acceptance period appears undefined and is stated to supersede any other clause in the RFP. Section F.1 says we must agree to hold prices from 1 PM

April 25, 2023 to 10AM April 28, 2023. Please confirm the Section F.1 dates are correct and please confirm we will only need to hold our prices for ~72 hours.

Answer: Section F.1 dates are correct and the prices must be held firm from 1 PM April 25, 2023 to 10AM April 28, 2023.