Amendment 0002.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

PURPOSE OF AMENDMENT: To extend the offer due date to 30 April 2010; to post answ ers to questions submitted by prospective offerors;

to incorporate revisions to Attachments 1 and 2, Scope and Purpose, and Description/Specif ications/Work Statement, of the solicitation; to incorporate revisions to Attachment 3, Draft Lease, of the solicitation.

a. By deleting in their entirety Attachments 1 and 2, Scope and Purpose, and Description and Specif ication, respectively, of the RFP.

b. By incorporating in their entirety revised Attachments 1 and 2, Scope and Purpose, and Description and Specif ication, respectively, of the

RFP, (Attached).

c. By deleting in its entirety Attachment 3, Draft Lease, of the RFP.

d. By incorporating in its entirety revised Attachment 3, Draft Lease, of the RFP, (Attached).

POC: Arthur Perry

Ph: (520) 228-2213

1. CONTRACT ID CODE PAGE OF PAGES

J 1 108

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 16-Apr-2010

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X FA4877-10-R-0001

X 9B. DATED (SEE ITEM 11)

22-Jan-2010

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer X is extended, is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

15-Apr-2010

CODE

355 CONS - FA4877

3180 S. CRAYCROFT RD

DAVIS-MONTHAN AFB AZ 85707

FA4877 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:

QUESTIONS/ANSWERS

FA4877-10-R-0001

RENEWABLE ENERGY POWER PURCHASE, DMAFB AZ

1. Q. The Department of the Air Force Lease, Exhibit E/F, Mandatory Clauses Required by Law, indicates that the requirements of the Davis-Bacon Act apply to the construction of this solar plant.

Do the Davis-Bacon Act requirements apply to the construction of the requested solar facility?

A. The AFRPA lease language states “The Davis-Bacon Act shall apply only in the case of projects undertaken by the Lessee or subcontractor, for the construction of a public building or public works to be delivered by the Lessee to the Government as in-kind consideration as set forth in this Lease Agreement.” No public building or public works is being delivered by the Lessee to the Government as in-kind consideration, and therefore this lease clause is not applicable by operation of law. A statement to that effect has been added to the revised draft lease.

2. Q. The Department of the Air Force Lease, Exhibit E/F, Mandatory Clauses Required by Law, indicates that the requirements of the Buy American Act apply to the equipment and materials supplied to complete the construction of the requested solar plant. Do the requirements of the Buy American Act apply to the equipment, materials, and supplies that must be procured to construct the requested solar facility?

A. The AFRPA lease language states “The requirements of this clause shall apply only in the case of projects undertaken by the Lessee or subcontractor for the construction of a public building or public works to be delivered by the Lessee to the Government as in-kind consideration as set forth in this Lease Agreement.” No public building or public works is being delivered by the Lessee to the Government as in-kind consideration, and therefore this lease clause is not applicable by operation of law. A statement to that effect has been added to the revised draft lease.

3. Q. Renewable Energy Credit (REC) payments driven by utility renewable energy standard requirements are the single largest source of funding for solar projects. The open market value of REC’s is currently only about $0.02 per kWh, well below what is required to allow a solar project to sell energy for less than $0.03 per kWh. Thus, this project will only be constructed if TEP will agree to purchase the REC’s. But, TEP has not budgeted sufficient funds in their RECPP to support such a large project. Can the DMAFB work with TEP to set aside sufficient funds in the 2011 RECPP Budget to fund this project? The Air Force can still accept bids for the total cost of electricity (energy +

REC) and then negotiate with TEP to obtain a REC price that will allow the Air Force to secure a long term solar energy supply contract that results in lower energy costs for DMAFB.

A. A decision to make an award will result in a utility contract between the AF and the offeror. The sale of RECs by the offeror is an entirely separate arrangement between the offer and a third party.

The AF will never have ownership of the RECs and does not have authority to negotiate the sale price of RECs with TEP or any other entity on behalf of an offeror. Furthermore, the AF will not accept a bid contingent upon negotiating a favorable REC price.

4. Q. Can you please clarify all height limitations on the offered sites as the limitations may relate to array design?

A. West Airfield: 25 Feet.

Chevron area: 65 Feet.

Valencia Road area: 65 Feet.

As long as designs remain within the parameters of the height restrictions, the array design approach and PV technology used within each area is up to each offeror.

5. Q. The RFP indicates this acquisition will be governed by the FAR and its supplements, yet the FAR only allows for acquisition of energy by the government agency for a maximum of 10 years. While it is understood that the lease term for the property can be as long as 25 years, is 10 years the maximum length of term that the government will agree to purchase energy from the contractor under this contract?

A. The DFAR allows for indefinite term contracts, and the Air Force anticipates awarding an indefinite term contract for this requirement. An "indefinite term contract" is a month-to-month contract for utility services (refer to PGI 241.205 (6)). An indefinite term contract has no maximum time restriction and remains active unless terminated by the Government upon proper notice.

6. Q. "Contractor Selection: RFP page 23 Attachment 1 (4) indicates that the Government intends to make a Competitive Range selection and subsequently negotiate only with those contractors in the Competitive Range. Given the size, complexity, and large dollar value of this project, the time allotted between the site visit and the current proposal due date is very short. And the time between the Government’s response to questions (due 3/12/10) and the current proposal due date is even shorter. Would the Government consider changing the April 7th submission to a Technical Proposal only (i.e. only Volumes I and II)? After selecting the Competitive Range contractors, the Government could subsequently establish a due date for the Price Proposals among those contractors."

A. No. The Technical Proposal and Cost Proposal must be submitted on the proposal due date.

However, based on comments received from interested offerors and the email delivery delay experienced by DMAFB, the government has extended the proposal due date until 30 April 2010.

7. Q. Title to systems installed: RFP page 7 Item (n) says title to the items furnished shall pass to the

Government upon acceptance. Will the Government please amend this to say that the Contractor shall retain both property title and tax title to the systems installed for the entire term of the PPA.

Such title is required so that we may take advantage of favorable tax treatment for this system and pass those benefits on to the Government.

A. FAR 52.212-4(n) Title, states: “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.” This clause does not apply to the plant itself, as the only item to be furnished to the Government under the contract will be electric power. Thus no amendment is needed.

The Government has no intention to take title or ownership of the array (refer also to Questions 13, 36, and 62).

8. Q. Buy American Act – Supplies: RFP page 17, FAR 52.225-1 indicates this provision is not applicable as item is not checked. Please confirm that this was intentional and that Buy American provisions do not apply to this solicitation.

A. Refer to Question 2.

9. Q. Base line electric costs for DM AFB: RFP page 22 Item (3). The Government indicates that it intends to procure solar PV power at a price that result in a lower overall cost for electricity than the status quo. Please provide the current and projected 20-year electric rates that the Government will use as the “Status Quo” in this analysis. This would be beneficial to the Government and the Contractors by unambiguously establishing a baseline target and assuring that proposals are realistic.

A. The AF will apply the current tariff rate, LLP-14, to the FY09 interval data to compute the

"Status Quo" costs. The analysis will assume an escalation of 1.8% annually for all commercial utility rates and an electrical load growth (both consumption and demand) of 2% annually.

10. Q. Demand savings from PV system: On sunny days, the PV system will reduce peak demand at

Davis Monthan (let’s call that reduction “X” kW) and would therefore yield some demand cost savings in the DMAFB electric utility bill. The demand cost savings lower both total costs, as well as normalized or blended unit costs (e.g. total cost divided by total kWh). However, because the demand charges are ratcheted and the sun doesn’t always shine, it is likely that at some point each year (or even each month) the Base will set a new demand peak that is not reduced by the “X” kW contribution of the SPS. Thus, there may in fact be little or no demand charge cost savings from the PV system in a month with a single instance of afternoon clouds. Further considering the billing demand ratchet, the new kW peak may affect utility bills for 11 future months. Please provide a clear definition of how the government will calculate potential demand savings from Contractor’s proposals. This analysis must be consistent across all proposals and only by clarifying those calculations now, will bidders will be able to realistically evaluate their project economics.

A. For the purpose of evaluating the total present value cost to D-M under each proposal, the AF will assume that the array will produce power consistently as projected in the Photovoltaic System Output Profile required under paragraph 5.3.3 of Addenda to 52.212-1 of the RFP. The AF assumption is that reduced PV output due to clouds will coincide with reduced demand from a lower solar load resulting in no significant impact on the projected ratchet demand.

11. Q. Length of land lease: Please confirm the minimum and maximum term (number of years) that

DMAFB would offer in the land leases for the three areas proposed.

A. The maximum number of years is 25. Please keep in mind that a renewal of the lease may be negotiated (refer to lease Condition 27.1). There is no prescribed minimum number of years. Each offeror must determine the length of lease as appropriate for the individual proposal.

12. Q. On-site clean soil disposal: RFP page 28 Item 2.6.3. Will the Government allow the contractor to dispose of excess clean excavation soil on-site?

A. The Government will allow the contractor to transport excess clean soil to another base location contingent upon coordination with base Civil Engineering.

13. Q. Environmental Baseline Survey: RFP page 28 Item 2.6.4. reads that the contractor must restore the land to the original condition at the end of the ground lease agreement. We assume the Government does not intend that contractor would be required to demolish the PV system at the end of the contract term as the system(s) would still have considerable useful life. Please confirm this assumption.

A. The Government has no intention to take title or ownership of the array(s). Two possible options will exist at the end of the ground lease: 1) the ground lease may be extended, or 2) the contractor will remove the PV system and restore the land to the original condition. Refer also to Question 36.

14. Q. Responsibility for existing asbestos or lead paint: RFP page 27 Item 2.6.2. Typically the

Government bears responsibility for the management and proper remediation of any existing asbestos containing materials or lead paint discovered in the course of construction. This unknown adds a potentially fatal liability to the contractors that cannot be realistically covered in our price of power. Would the Government consider amending this RFP so that the Government is responsible mitigation of existing ACM and Lead Paint and any delays caused by such mitigation actions?

A. No. The contractor is responsible for mitigation of ACM or lead-based paint if either is encountered. The Government is not responsible for delays that might be caused by such mitigation.

15. Q. Jurisdictional waters: RFP page 28 Item 2.6.5. Please confirm whether any of the designated sites fall with the “jurisdictional waters of the U.S.” and would hence require a U.S. Army Corps of Engineers CWA 404 permit.

A. This assessment is the responsibility of the contractor. There are no water features at the West

Airfield area or the Chevron area. “Jurisdictional waters of the U.S.” may be of concern at the Valencia Road area. The northeast corner of the Valencia Road area (approximately 10 to 13 acres) contains a "small wash" that feeds into Atterbury Wash about ¾ of a mile downstream from the northern most boundary of the Valencia Road area. This normally-dry, "small wash" is about 5 feet wide at its widest point. Determinations of “jurisdictional waters of the U.S.” are made by the U.S.

Corps of Engineers (USACE), possibly in conjunction with the Environmental Protection Agency.

Whether or not an offeror proposes to use the entire Valencia Road area acreage, or plans to stay out of the "small wash" area, is a business decision of the offeror. If the chosen contractor plans to use the entire area, the chosen contractor will have to submit pertinent information (e.g., field measurements, maps) to the USACE because a site-specific nexus evaluation by the USACE is required to determine if the "small wash" is, or is not, a “jurisdictional water of the U.S.” If the "small wash" is determined to be a "jurisdictional water of the U.S.", then a USACE-issued Clean Water Act (CWA) section 404 permit may be required. DMAFB believes that there is a good chance that the "small wash" in the Valencia Road area will not be a “jurisdictional water of the U.S.” but only the USACE can make that determination.

16. Q. Company executing agreements. Does the Government object if the entity which executes the

PPA and the Lease Agreement is a Single Purpose Entity, LLC and a wholly-owned subsidiary of the company submitting the offer? This is necessary in order to avoid potentially subjecting the parent company in the future to certain prohibitively-burdensome FERC regulations.

A. Yes, the Government objects—the Government will not allow Company A to submit an offer based on Company A's resources and relevant experience and then allow Company B, the LLC of Company A, to sign the PPA and lease. The Government does not object to LLCs, but if the LLC is to sign the PPA and the lease agreement, the LLC would have to submit the offer based on the LLC’s resources and relevant experience. Although the government requires the entity on which the offer is based to sign the PPA and lease, the PPA and lease may be assigned to a Single Purpose Entity LLC after award with the Government's consent. Such consent will not be unduly withheld.

Refer also to Question 38.

17. Q. Termination for extensive damage. Page 45 Section 8.3.2. Would the Government revise the language in this section to give the contractor the option to fix the damage, resume operations, and continue to sell power to the Government?

A. As stated in 8.3.2, the term "Extensive Damage or Destruction of Improvements" is defined in

Condition 16.5.2. Condition 16.5.2 states "In the event that the Government and any Approved Mortgagees in consultation with the Lessee determine that the magnitude of the Damaged or Destroyed Property in so extensive that the Project cannot be used..." There is no need to revise the language because 16.5.2 already allows for consultation between the parties regarding the damage and repair of the damage.

18. Q. Number of references: RFP page 117. Item 3.5 says offeror shall provide no more than six (6) references. Please clarify whether this means six (6) TOTAL references to include those from the Prime Contractor as well as any partners or key subcontractors. Or, does this mean up to six references EACH from the Prime Contractor and any partners or subcontractors (which could be 12 to 18 total references or more)?

A. This means six (6) TOTAL references.

19. Q. Evaluation FAR 52.212-2: RFP page 124. The first sentence in the third paragraph under Item (a) trails off: “Technical and past performance, when combined, are . . .” Please complete this sentence, and provide any other missing text from this paragraph. Also, that same paragraph says “Past Performance will not be considered except as a contractor responsibility matter.” Please clarify what is meant by this sentence. Also, is “Past Performance” as used here the same as “Contractor references” as used on page 117, Item 3.5?

A. The referenced sentence is intended to be completed in instances when a Price/Past

Performance Tradeoff (PPT) source selection is contemplated, and the sentence would be completed by describing the relative importance between the technical and past performance factors and price; i.e., one is less, equal, or more important than the other. This solicitation is not PPT, however. Rather, it is a Lowest Price Technically Acceptable process, in which past performance is not an evaluation factor. Only an offeror’s relevant experience, as defined in the RFP, will be considered. Past performance information will only be collected on the successful offeror, as part of the contractor responsibility determination required by FAR 9.104-3(b).

20. Q. Mitigation of munitions found on site: RFP page 25 indicates there may be munitions located at the construction site. Please clarify that munitions encountered on the base will require a response from Base EOD. Also, please clarify that if munitions are encountered during construction or operation of the solar energy system the contractor will be required to notify EOD and the Government will assume responsibility for any required mitigation actions – location, detonation, and removal – and construction delays and delay costs related to munitions?

A. Munitions, Unexploded Ordinance, and Munitions and Explosives of Concern (MECs) require response from DMAFB. Refer to the attachment at the end of these Q/As for the notification procedure. The Government will assume the responsibility for any required mitigation actions for munitions/UXO/MECs. The Government will NOT assume responsibility for construction delays or any costs related to the delay.

21. Q. Contractor’s state of incorporation: Lease page 36 Section 2.1.1. This section requires that the bidder’s company be incorporated in the state of Arizona. This appears to be an error as most companies are incorporated in the state of Delaware. Do you intend to limit this solicitation to only companies that are incorporated in the state of Arizona?

A. Condition 2.1.1 has been revised as follows: "The Lessee is a [type of entity], duly organized and validly existing under the laws of the State of [insert State] and is in good standing and qualified to do business in Arizona and in every other state in which the nature of its business requires such qualification."

22. Q. Police and Fire Protection: Condition 6 of the draft lease implies that DM AFB fire and police services will be provided if requested by the contractor but that a cost of such services will apply. It is recommended these services be Government Furnished at no cost to the contractor. Otherwise, the contractor must include the cost for these services in the rates charged for the electricity, thus creating a scenario where the funding goes from the government to the contractor and back to the government. Should the government choose to charge for these services the reimbursable rates should be the same for all offerors. Please provide the rates for DM AFB emergency responders that should be used in the offeror’s pricing calculations.

A. The Government will not provide Police and Fire Protection Services at no cost to the

Contractor. DMAFB has included the standard methodology for reimbursement for Police and Fire services at the attachment at the end of these Q/As.

23. Q. Police and Fire Protection: Will emergency responders from other than DM AFB be given access to these on-base sites?

A. The DMAFB Incident Commander determines when/if emergency responders from off-base are needed to respond to the incident.

24. Q. Electrical utility System Drawings: Please provide an electrical distribution system one line drawing covering the existing distribution system between the substation and each of the three parcels.

A. An electrical distribution system one-line drawing does not exist. The government provided a

GIS database on the Technical Library CD that shows the distribution system from each of the areas to the substation.

25. Q. Site Risks: Several site risk factors are described in the RFP, including but not limited to presence of HAZMAT, cultural artifacts, endangered animal and plant habitats, etc. The Government has indicated that the lease plots have been reviewed for such factors, but does not rule out the possibility that the risk factors are present. If risk factors are present, who remediates the leased plots and who is responsible for the costs, including delay-related costs?

A. In the unlikely event that Munitions, Unexploded Ordinance, or Munitions and Explosives of

Concern (MECs) are found, DMAFB is responsible for response and mitigation. In the unlikely event that an unknown drum is found, DMAFB is responsible for response and mitigation. The offeror is responsible for the proper management of other potential risk factors (e.g., asbestos, burrowing owls, etc.). The Government is not responsible for any delay-related costs. Refer to Questions 20, 22, and 41.

26. Q. City of Tucson Leased Land: The Valencia road parcel is described as leased by DM from the City of Tucson. What is the term of this lease? How does the Air Force propose to satisfy a SPS lease if the City lease expires before the SPS lease?

A. The lease on the City of Tucson land, the Valencia Road area, expires in 2052.

27. Q. The 54 acre area identified as the "Chevron" area appears to contain a number of utilities that may conflict with the site solar development. The map provided with the RFP shows a pair a gas lines, a sewer line, and an unidentified line (perhaps a fence or t-line?) crossing the Chevron parcel.

There is also a diagonal road that enters the property, and this may be what is referred to as "old, no longer used, cris-crossed shaped asphalt taxiways" in the RFP. What is the status of these site features, and will they be relocated prior to site development, or will we need to avoid these?

What setback requirements apply if any?

A. Setback requirement: minimum 28 feet setback from base boundary fence (i.e., minimum 28 ft between the base boundary fence and the array fence). No roadways or asphalt will be relocated by DMAFB for this project prior to development. No roadways, gravel road, or asphalt in the Chevron area need to be avoided. There is a diagonal gravel road within the area - this is not the same as the "old, no longer used criss-crossed shaped asphalt taxiways". The area is termed the Chevron area because these old taxiways, from above, look like a chevron. Sewer lines do exist in this area. These sewer lines will not be relocated prior to site development. A 30 ft x 30 ft clear working zone is required around each sewer line manhole. Gas lines exist in the area. These gas lines will not be relocated prior to site development. One of the gas lines is "presumed to be abandoned". The gas line valve boxes must remain accessible. Two electrical boxes exist in the area (it is not known if these have been abandoned). Fences do exist in this area. The base boundary fence needs to be avoided. Other fencing in located in the Chevron area can be removed. The array itself will have to be fenced. Prior to construction, the area will be blue staked

- but the depth of the utility lines is the responsibility of the contractor.

28 Q. 120 acre area identified as the "West Airfield" area appears to contain crossing roadways. What is the status of these roadways, and will they need to be maintained as part of the parcel development? What setback requirements apply if any? Are there any other utilities present on this property?

A. Setback requirements: minimum 28 feet setback from base boundary fence; minimum 15 feet from the edge of Columbia Road; if ingress/egress is required from Columbia Road or the base boundary road, the ingress/egress area must have a minimum 25 ft setback from Columbia Road/boundary road and be large enough so as not to impede flow of traffic on the roadways. No roadways or asphalt will be relocated by DMAFB for this project prior to development. The array design cannot impact Columbia Road. Other gravel roads within the West Airfield do not need to be avoided. There are no known utilities in the area.

29. Q. The 38 acre area identified as the "Valencia" area contains a roadway dividing the parcel diagonally into two halves. What is the status of this roadway, and will it need to be maintained as part of the parcel development? What setback requirements apply if any? Are there any other utilities present on this property?

A. If the Valencia Road area is not segregated from the base by the contractor using the proper boundary fencing, then the setback requirement will be: minimum 28 feet setback from the existing base boundary fence. The feature dividing the area diagonally is just a dirt roadway with an old, ranch fenceline alongside. This feature does not need to be maintained or avoided. The only utility in the area is the underground communication line which will be abandoned in-place by

DMAFB.

30. Q. Would the AF consider removing the Lease requirement for Davis Bacon and Buy American?

This should help the economics and because the AF is simply buying the power, neither provision should be required.

A. Refer to Question #1 and Question #2.

31. Q. Traditionally we have used a license instead of a lease for federal customer who own or control the land; this will be baked into our PPA. This should be permitted in lieu of a lease since the base will be purchasing all of the power from the system. Would the AF consider this simplified approach?

A. No. A long-term land lease will be required.

32. Q. Would the AF accept non-Arizona entities (i.e. Delaware) assuming they are in good standing in the State of Arizona?

A. Yes. Refer to Question 21.

33. Q. Under Condition 3.1, if we discover an unrecorded easement or interest, would the AF assist us in obtaining a license from the easement or interest holder?

A. Yes - but at no cost to the Government.

34. Q. Regarding Condition 6.2.4, do you anticipate charging for any maintenance roads, and if so, what is a reasonable amount for us to calculate into our economics?

A. Roads constructed by the contractor either within the array(s) or as ingress/egress to the array(s) are to be maintained by the contractor at the contractor's expense. DMAFB will not charge for routine maintenance of base roadways.

35. Q. Regarding Condition 8.3.1, Termination for Convenience of the Government. Under the Draft

Lease the Lease can be terminated without cost to the AF. Clearly there will be termination for convenience liability, at least under the PPA. We would suggest this be reworded to reflect that or explicitly align with the termination liability.

A. Condition 8.3.1 allows for lease termination in the event of default by the contractor/lease holder. Condition 8.3.2 allows for lease termination in the event of extensive damage or destruction of improvements. These two conditions parallel 52.212-4(m), Termination for Cause (page 7). Because neither of these conditions involves 'Termination for the Government's convenience', Condition 8.3.3 has been added to the lease to parallel FAR 52.212-4(l).

FAR 52.212-4(l) “Termination for the Government’s Convenience,“ allows the Government to terminate the utilities service contract for its convenience. The clause further provides for payment of “… reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination.” In the event of a termination of the contract for the convenience of the Government, the contractor would be invited to propose termination charges allowing it to recoup any unamortized costs associated with contract performance to date.

Condition 8.3.3 states: "In the event that the utility contract is terminated for the Government's convenience, the Government in consultation with any approved Mortgagees and the Lessee shall determine if it is in the interest of the Government to terminate or continue this Lease. If the lease is terminated per this Condition 8.3.3, such notice shall be referred to as a “Termination Notice for the Government's Convenience."

36. Q. Regarding Condition 10.3, Government Retention Notice on Lease Expiration, (exception). This provision appears to allow the AF to simply keep the solar array at the end of the lease. That will make the PPA unfinanceable. Additionally it conflicts with the provision 17.12 granting Lessee the right to remove its property. Please remove this section or clarify that the AF cannot unilaterally and without additional consideration keep the solar asset.

A. The Government has no intention to take title or ownership of the array(s). Condition 10.3 has been entirely re-written as follows:

10.3 The Government will only take title to or own the Leasehold Improvements or any personal property located therein in the case of default (i.e., the Government will only deliver a Government Retention Notice in the case of default, including breach of Conditions 10.2 or 10.2). In the event that the Lessee does not fulfill the Lessee’s Removal and Restoration Obligation as specified in Condition 10.1 and 10.2, then the Government may exercise its rights under Condition 10.6.

Condition 10.6 has been revised as follows:

In addition to any other remedies, if the Lessee does not satisfy its Removal and Restoration Obligation prior to or by the Restoration Deadline (“Restoration Default”), then...provided, however, that if the funds available to the Government in the Demolition Reserve Account are insufficient to cover said costs, Lessee shall be liable to the Government for any deficiency.

Notwithstanding the foregoing, the priority of funding such removal and restoration shall be first the use of the funds accumulated in the Demolition Reserve Account and thereafter, if needed, the use of funds from the sale, at the Fair Market Value, of the Leasehold Improvements and personal property of the Lessee located in the Leasehold Improvements. Any remaining value resulting from the sale of the said Leasehold Improvements and personal property shall be paid over to the Lessee, subject to the claims of the Government and any secured party. The Lessee shall reimburse the Government for any expenses the Government incurs in restoring the Leased Land, within thirty (30) Days after the Government provides written notice to Lessee of the reimbursement amount, together with reasonable documentation of such amount. In no event shall any claim for damages against the Government, its officers, employees, agents, or contractors be created by or made on account of the Government exercising any of its rights pursuant to this Condition 10.6.

Note Also: Because of revisions to Condition 8.3 based on Question 35, Conditions 10.1, 10.2, 10.4, and 10.7 now contain reference to Condition 8.3.3, Termination Notice for the Government’s Convenience.

37. Q. Regarding Condition 17.12, Right to Remove Property, can the AF provide definitions for

“personal property” and “solar power system?"

A. Under Government-funded construction projects, removable equipment, machinery, etc. is considered personal property. However this project is not a Government-funded construction project. All property supplied by the offeror is considered personal property. Therefore the "solar power system" is considered "personal property." Refer also to Condition 10 for the Lessee's Removal and Restoration Obligation.

38. Q. Regarding Condition 21.1.1, our financing party may object to the last sentence. The government’s position should be protected through an assignment without keeping the initial lessee’s liability since the lease and solar asset will be assigned together.

A. The last two sentences state: "Under any transfer or assignment made, with or without consent, the transferee or assignee shall be deemed to have assumed all of the obligations of the Lessee under this Lease. No transfer, assignment or sublease shall relieve the Lessee of any of its obligations hereunder." The last sentence has been deleted as it directly conflicts with the previous sentence. Note that per Condition 21, the Lessee shall not transfer, assign, or sublease its interests without prior written consent of the Government.

39. Q. Is there a draft power purchase agreement that you will provide as part of this solicitation, or are contractors expected to provide their own draft agreement?

A. The Request for Proposal (RFP), FA4877-10-R0001, will become the contract, after the price is filled in at Item Number 1 (page 3 of the RFP). The contract will serve as the "agreement." The long-term ground lease will be a separate document, not part of the contract--and all provisions after the draft lease in the RFP will also be deleted. The contract will consist of the first 30 pages.

40. Q. RFP itself is not written in a form that can be used as a legal agreement. Rather than use the

RFP itself, would the government consider incorporating the terms found in the first 30 pages of the RFP into a separate solar services agreement?

A. No.

41. Q. The RFP requires respondents to assume liability for existing environmental issues (asbestos, e.g.). Without knowing what these liabilities are - we are unable to assume the risk. Could the RFP be modified to accommodate…

A. No - asbestos, if encountered, will be the responsibility of the contractor. Refer also to

Question 14 and Question 20.

42. Q. The base released a solar RFP in 2008. Can you tell me if any awards were given and if so how large those systems are?

A. RFP 4877-08-R0017 was cancelled in January 2009. The current RFP is a follow-on to that effort.

43. Q. The RFP requests bids lower the base’s electric expenses. The base is on TEP’s LLP-14 tariff which is heavily weighted towards demand charges ($/kW) as opposed to energy charges ($/kWh).

Can you confirm that the benchmark preferred price would be below the energy charges in the tariff equal to $.03301/kWh in the summer and $.02551 in the winter?

A. Price evaluation is discussed in the RFP, 3.3 - Price and 3.3.1 - Comparison of Offered Prices with the “Status Quo” Price (pages 127-128). The evaluation is more complicated than a simple assessment against summer and winter energy charges. The model described in the RFP will account for the array's projected effect on costs associated with both the energy and demand.

44. Q. Please provide single line diagrams for the electrical system associated with each area. If possible, we prefer that the single lines show the meters that are referenced in the utility bills, all cable sizes, transformer sizes, breakers and fuses.

A. An electrical distribution system one-line drawing does not exist. The government provided a

GIS database on the Technical Library CD that shows the distribution system from each of the areas to the substation. One-line drawings of the substation were also provided.

45. Q. Are there any electrical grid upgrades programmed for Davis Monthan?

A. No. There are no anticipated electrical grid upgrades.

46a. Q. For your account number 0232520011, please confirm how many meters are on this account.

A. There is a single billing meter on this account. The account has one meter.

46b. Q. Are these meter(s) on LLP-14 tariff non-TOU or TOU?

A. We are on LLP-14. This is a non-TOU tariff.

46c. Q. What is required to migrate from non-TOU to the TOU tariff?

A. If an offeror wishes to propose use of a TOU tariff, a copy of that tariff should be provided in the proposal. Refer also to Q/As #46d and 46e.

46d. Q. Would this migration provide any clear KW demand charge savings? If so, how might we quantify that benefit?

A. If an offeror wishes the AF to consider migrating to a different tariff as part of its proposal, it is incumbent upon that offeror to perform the calculations and analysis to demonstrate the economic benefit to the AF. The necessary electrical consumption data and billing statements have been provided in the technical library and all TEP tariffs are available from their website. The offeror must also submit with its proposal proof that TEP agrees that this tariff is available to

46e. Q. Is there another tariff option that DMAFB might be able to benefit from?

A. If an offeror wishes the AF to consider migrating to a different tariff as part of its proposal, it is incumbent upon that offeror to perform the calculations and analysis to demonstrate the economic benefit to the AF. The necessary electrical consumption data and billing statements have been provided in the technical library and all TEP tariffs are available from their website. The offeror must also submit with its proposal proof that TEP agrees that this tariff is available to

46f. Q. In reducing their power purchased from TEP as a result of this project, how might DMAFB quantify the benefit of any associated reduction in taxes, REST charges, and/or DSM Surcharges?

A. Reduced costs in taxes, DSM surcharges, and REST charges will be determined by applying the tariffs (Customer Information Schedule CIS-2, REST-TS1, and Rider R-2 DSMS) to the projected energy consumption and resultant costs as applicable. Projected energy consumption is the commercial electricity use as adjusted to account for the PV system output proposed in the Photovoltaic System Output Profile at para 5.3.3 of Addenda to 52.212-1 of the RFP.

47. Q. Page 126, Para 3.2.5 defines relevant experience as efforts within the past five years involving the design, construction, ownership, operation, and maintenance of PV arrays of similar size and complexity (with at least one project at 1 MW or above for a single installation). Our company has ample experience in every phase (design, construction, ownership, operation and maintenance) of PV system installation identified in the solicitation, in both the commercial and government markets. Individual members of our in-house engineering and construction teams have recent experience designing and installing PV systems larger than 1 MW and our primary subcontractors have design and construction experience with PV systems larger than 1 MW. However, our company has not completed each of these identified tasks (design, construction, ownership, operation and maintenance) for a single installation greater than 1 MW under our corporate banner. Does the combination of our in-house personnel and subcontractor experiences with systems larger than 1 MW combined with our corporate experiences satisfy the requirement for a project reference of 1 MW or larger?

A. The AF will consider the relevant experience of individuals and subcontractors in providing PV systems (projects) larger than 1 MW. Such individuals and subcontractors must be specifically identified and the offeror's intention to utilize them as proposed must be clearly stated.

48. Q. What is the timeline for Chevron area IRP Decision Document?

A. Offerors can assume that we will have a signed Decision Document by Dec 2010.

49. Q. Is dust only a seasonal problem?

A. No - dust is year-round problem in Pima County and dust must be controlled at all times.

50. Q. What is the manhole collar located in the Chevron area?

A. The manhole collar that was visible in the area from the adjacent parking lot during the site visit is simply a barrier to prevent a vehicle from driving over an old, broken off fence post that is in the ground.

51. Q. The parking lot next to the Chevron area is not accurately depicted on the Chevron area map or in GIS. Can the government provide updated information?

A. A map of the Chevron area which includes the proper parking lot outline has been included with these Q/As. Refer also to Question 27.

52. Q. Where are the burrowing owls located in the Chevron area?

A. The burrowing owls could be found anywhere within the Chevron area. Refer to Question 51.

53. Q. For the 350 MCM, will the government please determine what tie-points are available at the

PME-9 and the J-2 boxes located south(east) of the Chevron area?

A. There is no space available in the PME-9 cabinet at the Chevron area. Space is available at the

PME-9 cabinet in the West Airfield area for offerors to use. Offerors shall install their own pad-mounted, enclosure-housed, 15KV, switchgear (commonly known as PME) as a means to safely disconnect the PV generation from the D-M electrical distribution system for the Chevron and Valencia Road areas. Tying into J-2 cabinets is not acceptable. Offerors should also remember that TEP will require visible open disconnect(s) located within the offeror's array area.

54. Q. Will the Air Force grade the West Airfield area prior to contract award/lease signing?

A. No, the government will not be grading the area prior to contract award/lease signing. Grading is a contractor responsibility. The government will take care of allowing local nurseries and plant societies to scavenge plants prior to lease signing.

55. Q. Do the debris piles in the West Airfield have to be taken up and disposed of?

A. No. The contractor may incorporate the asphalt and concrete contained in these piles into its design. However, the contractor should ensure that its employees are given awareness training regarding the possibility of encountering ACM/lead-based paint and instructions on what to do if it is encountered.

56. Q. What sort of base perimeter fencing would be required at Valencia Road if the contractor decided to 'separate' the area from the rest of the base, and with permission from COT, access the site from Valencia Road?

A. Base perimeter fences, such as a perimeter fence that could be used at the Valencia Road area to separate the array from the base thereby allowing for separate access from Valencia Road, are to be: 8 ft tall chain-link fencing topped with stranded barbed wire on outriggers and shall include two separate stranded ¾” steel cable integrated into the length of the chain-link fence to increase fence strength. Installation signage is also required to be located along any new boundary fence.

Refer to Lease Condition 6.2.3.

57. Q. For the Valencia Road area, is the upgrade mentioned for output > 1 MW a restriction being placed upon the contractor by the base? (RFP page 25)

A. No. The phrase "Distribution line will require upgrade for output > 1 MW" has been removed from the RFP. DMAFB has supplied offerors with GIS information regarding the base grid and load information for the circuits so that offerors can make design decisions for themselves.

58. Q. Is there any geotechnical data available for the three areas?

A. No geotechnical data is available. Offerors may be interested to know that one of the reasons that AMARG is located at DMAFB is because “the soil (called caliche) is hard, making it possible to park aircraft in the desert without constructing concrete or steel parking ramps.” (refer to AMARG fact sheet at http://www.dm.af.mil/library/factsheets/factsheet.asp?id=5297 ). Additionally, the Environmental Assessment/FONSI located on the Technical Library CD contains sections that generally discuss Davis-Monthan AFB geology and soils.

59. Q. Are there any communication lines in the areas?

A. The Valencia Road area has a known communication line in the area. This line will be abandoned in-place and will not need to be avoided. There are no known communication lines within the Chevron area or the West Airfield area. There are known communication lines outside the Chevron area and the West Airfield area, and the contractor will need to avoid/design around these lines when tying into the base grid.

60. Q. What sort of a bus bar does the substation have - a single or a split bus bar?

A. The substation has a single bus bar.

61. Q. Could there be two different awards? If two companies bid on two different sites, could both companies be awarded those sites?

A. No. Only one award will result from this RFP.

62. Q. Is the Air Force interested in a purchase option for the systems?

A. No. The Government has no intention of owning the system.

63. Q. Is the Air Force technology agnostic?

A. The technology must be a PV technology, but the Air Force is not requiring that a particular PV technology be employed.

64. Q. USAF is proposing the point of connection to be at 13.8kV for the West Airfield site. What is the existing load on the 13.8kV line?

A. The West Airfield area will connect to Circuit 3. Circuit 3 load data was provided on the

Technical Library CD.

65. Q. Can a system at the Chevron site tie into the existing J-2 cabinets?

A. Refer to Question 53.

66. Q. Will the West Airfield site and Chevron site share the same substation? In other words, if a vendor proposes systems on both sites, will they end up at the same substation?

A. Yes. All three sites share the same substation. Refer also to Question 60.

67. Q. What is the MVA rating of the substation?

A. The substation is rated at 25 MVA.

68. Q. Due to the lack of transparency of the TEP REC program, the unresponsiveness of their program department, and the overall uncertainly of a vendor being able to correctly monetize the associated RECs, we would like Davis-Monthan to consider establishing a consistent REC price that all vendors can assume. Publishing a REC assumption still maintains the competitive nature of the RFP and places the focus on the technology proposed and financing ability of the vendors while removing the risk of selecting a vendor that will not be capable of monetizing their assumed RECs.

As the RFP is currently written, the lowest PPA rate submitted will most likely have the highest REC assumption; and consequently, the least chance of being selected by TEP for their program or getting financed.

A. DMAFB cannot establish a consistent REC price for all vendors to assume. The AF will never have ownership of the RECs and does not have authority to negotiate the sale price of RECs with TEP or any other entity on behalf of an offeror. Refer also to Q/A #3.

69. Q. Please confirm that the successful bidder will be allowed to negotiate the terms of the lease after award.

A. Certain details of the lease will have to be completed after offeror selection (for instance legal surveys), but the actual language in the lease is not negotiable.

70. Q. The…