QUESTIONS AND ANSWERS.doc

QUESTIONS AND ANSWERS

AG-31ME-S-09-1010

This is the date of the Martin Luther King Day Federal Holiday and Inauguration Day is January 20, 2009. Will the USDA extend the due date to January 27, 2009

We have no objection to extending the due date to January 27, 2009 1:00 pm Est in light of the two intervening holidays.

Section C.4 Scope, bottom of page 6 of 59: “Review of the conditions precedent to funding, as developed by EP for a project loan and, based on consultant expertise, suggest appropriate recommendations or additional conditions. Review and assessment of documentation supplied by borrower to determine whether material submitted supports the release of loan funds consistent with conditions precedent to funding.”

Does this represent a potential conflict-of-interest as the consultant is assisting in developing the criteria for granting a loan that they will ultimately be paid from?

The Electric Program is authorized by 7 C.F.R. 1789.150 et seq. to use the services of Consultants funded by the Borrowers to facilitate timely action on Applications for financial assistance by Borrowers and other approvals. The arrangement described in Section C.4, bottom of page 6 of 59 (Carnesville Solicitation AG-31ME-S-09-1010) is consistant with the regulations.

As provided by the regulations, payment to the Consultant is made from an Escrow Account established at a Third-party Commercial Institution. Funds are held by the Third-party Commercial Institution until paid to the Consultant pursuant to the government's authorization.

The consultant is NOT paid from the proceeds of government funds. Borrowers are required by regulation to use general funds for the purpose of funding consultant services. Borrowers may not use the proceeds of loans made or guaranteed under RUS for costs incurred by Borrowers pursuant to the funding of consultant services. See 7 C.F.R. 1789.153.

Organizational conflicts of interest and their resolution are also addressed by the regulations at 7 C.F.R. 1789.161.

How does the Consultant get paid if the loan application is denied upfront and there is never a fund to be paid from for services rendered assist with the loan application? Further, what if there is not enough money in the fund to cover the Consultant’s bill? How will the EP ensure the Consultant’s services are paid for?

As noted above, the Borrower is required to establish an Escrow Account at a Third-party Institution. The Escrow Account is funded by Borrower's general funds, not loan proceeds. Page 11 of the Carnesville Biomass Solicitation (AG-31ME-S-09-1010) provides for the provision of sufficient funds to remain in the escrow account at all times. Specifically, the Solicitation states, "(t)o assure that sufficient funds remain available for payment of services rendered pursuant to a task order, the consultant will immediately notify COTR and CO when the escrow account balance falls below $50,000...". These arrangements assure that sufficient funds are in place for payment of the Consultant.

Section F.4 Period of Performance Page 11 of 59: “Task order will be from the date of the funding of the escrow agreement until the date, on which the EP loan to the borrower is fully funded, not to exceed a period of five (5) years.”

How will compensation be provided to the consultant by the EP for services performed prior to the funding of the escrow agreement such as those discussed in Section C.4 last paragraph on page 6 of 59 excerpted above?

All payments to Consultants are to be made from the Escrow Account. The Borrower is required set up the Escrow Agreement and Indemnification Agreements. After the Borrower has funded the Escrow Account, the Consultant can begin work under the Solicitation agreement (See 7 C.F.R. 1789.158(c)(6).

Special Considerations Page 11 of 59: “The award of this contract will be subject to the prior borrower execution of the following agreements: 1) Funding Agreement, satisfactory to the EP, to be developed and executed by the borrower and consultant; and 2) Escrow Agreement, satisfactory to the EP, to be developed and executed by the borrower, the consultant and the Financial Institution. …”

Does this mean that no contract will exist between EP and the consultant until a borrower executes the specified agreements? What occurs if a borrower fails to meet the requirements? If the contract is not awarded until the borrower executes the funding and escrow agreements yet the Special Considerations state that the agreements are to be developed and executed by the borrower and consultant, does this mean the consultant is providing work without a contract?

The paragraph on Page 11 of 59 means basically that the Borrower must fund an Escrow Account with a Third-party institution and EP must approve prior to the Consultant beginning work on the project. (See above explanation). In the unlikely event that the Borrower fails to establish an Escrow Account as required by the regulations, the consultant does not begin work.

Section L.2 Technical Proposal (Part 1) Proposed Staffing: “Resumes for the full time developers and other key staff members, if identified by the offeror, shall be submitted for review and evaluation.”

Please define what is meant by “developer”.

Section L.2 Technical Proposal (Part 1) Proposed Staffing (located on page 50 of 50 of the Carnesville Biomass Solicitation) contains the sentence "Resumes for the full time developers and other key staff members, if identified by the offeror, shall be submitted for review and evaluation." This sentence is part of the technical proposal for staffing and essentially requests the resumes of all key staff members (whether report developers, engineers, analysts or personnel) that will be working on the project.

Do “offeror”, “consultant”, and “contractor” all mean the same thing i.e. the consultant in the solicitation ?

Yes, for purposes of the Carnesville Biomass Solicitation (AG-31ME-S-09-1010) the terms "offeror", "consultant", and "contractor" are used interchangeably.

Page 51, L.3, Does the cost proposal require estimating methodology (i.e., a narrative description of how the fully loaded labor rates were developed) for Section B pricing schedule?

The cost proposal does not require estimating methodology (i.e., a narrative description of how the fully loaded labor rates were developed for Section B pricing schedule). The Technical Proposal Evaluation Panel will review and consider this information if it is submitted with proposals, however.

Can Contractor/Consultant add labor categories to the pricing schedule in Section B?

The Electric Program requests that proposals be consistent with the labor categories listed in the pricing schedule. Proposals adding labor categories to the pricing schedule in Section B will be reviewed and evaluated by the Technical Proposal Evaluation Panel reviewing submitted proposals, however.

Page 13, Section G.3, Does “monthly invoicing” apply to FFP task orders, i.e., on a percent completion basis?

The "monthly invoicing" would apply to all task orders, including FPP, i.e., on a percent completion basis.

Page 14, Can travel expenses be reported on the Contractor’s own expense reports in lieu of the EP’s Travel Expense Voucher?

Please report travel expenses on the EP Travel Expense Voucher provided at page 59 of the solicitation.

Page 14, b., Travel expenses reimbursed at actual cost. Will travel be billed as FFP or on a cost reimbursement basis? Will G&A be allowed on travel expenses?

Travel will be billed on a cost reimbursement basis.