Pre-Proposal Conference Minutes FA520925R8000_sig.pdf

10 Apr 2025

MEMORANDUM FOR: DISTRIBUTION

FROM: 374 CONS/PKSA

SUBJECT: Minutes of Pre-proposal Conference and Site Visit for Natural Gas at Naval Air Facility (NAF) Atsugi, Solicitation No. FA520925R8000

1. A pre-proposal conference for the subject requirement was conducted at approximately 1000 hrs on 10 Apr

2025 at NAF Atsugi. A site visit was followed after the conference. Participants are listed below:

Government

374th Contracting Squadron/Specialized Flight (374 CONS/PKS) Ms. Izumi Ito Contracting Officer (CO) Mr. Naotsugu Kono Contract Specialist Mr. Yuki Kawada Contract Specialist

Naval Facilities Engineering Systems Far East (NAVFAC FE)

Mr. Peter Ly Utilities Management Director Mr Richard Balaka PRA3 Production Division Manager Mr. Anthony Mesa Installation Energy Manager

2. Introduction. Ms. Ito made the opening statement. She addressed that all questions/information would be clarified here as much as possible for offerors’ better understanding toward the requirements. She explained that the conference will be split into two sessions. First half will be reviewing the solicitation package documents, and the second half will be checking the work site.

3. Government representatives attending the conference introduced themselves and Mr. Kono explained the key elements that will be reviewed during the conference.

4. Mr. Kono provided explanation of the following in the solicitation package:

a. Policies Procedures Letter

b. Notice to Offerors

c. RFP-FA520925R8000

d. Exhibit A Pricing Schedule

e. Atch 1 TD (Technical Description)

f. Atch 2 Est consumption, Atsugi

g. Atch 3 Supply Gas Connection Points

5. The following supplementary explanations were provided:

a. Policies and Procedure for Doing Business with the U.S. Government

A letter of Policies and Procedure for Doing Business with the U.S. Government states mostly about ethics.

b. Notice to Offerors

The following paragraphs in the Notice to Offeror were emphasized as especially important matters:

DEPARTMENT OF THE AIR FORCE

PACIFIC AIR FORCES

Para 1.a. All questions regarding the solicitation must be directed the POCs as stated.

Para 1.b. Extra caution on the offer submission due date.

Para 1.c. Offerors were informed that full text of clauses are found at:

https://www.acquisition.gov/content/regulations

Para 1.d. The offeror shall furnish the Government copies of the authorization, Japanese Gas Business Act (“Gas Jigyou Ho” in Japanese)

Para 1.e.(4) A record of the conference shall be made and furnished to all prospective bidders/offerors. The record should include minutes of the meeting, including questions and answers.

Para 1.f. and g. Offerors were advised to obtain an account in NCAGE and SAM, prior to offer submission.

c. SF1449, Solicitation

Advice and how to fill out pages:

Page 1 of 43, Block 8. Offer Due Date/Time: Reminded to submit on time.

Page 1 of 43, Block 12. Discount Terms: The Government standard is “Net 30 Days”. Fill out the offeror’ s discount terms if applicable. If the offeror accepts the Government standard, this space could be blank.

Page 1 of 43, Block 17a. Contactor/Offeror: In addition to the company name and address, fill out the NCAGE Code and phone number.

Page 1 of 43, Block 19, 21, 22, 23, 24. Reminded to fill out the Exhibit A Pricing Schedule correctly. We received a question if 23 and 24 should be filled out or not. On page 1, you do not need to fill out 23 and 24, but you need to fill out the Exhibit A Pricing Schedule, instead.

Page 1 of 43, Blocks 30a., 30b., and 30c.: Fill out the offeror’s signature, name, title, and a date signed.

(1) REQUIREMENT:

- Natural gas shall be provided to Building 1600, Naval Air Facility Atsugi twenty-four (24) hours a day, seven (7) days a week

- Contractor shall coordinate with General Gas Pipeline Service Provider (Tokyo Gas Network) and conduct periodic and emergency inspections

(2) PERIOD OF PERFORMANCE (POP): POP is 1 Sep 2025 through 31 Aug 2030 (5 years).

(3) TECHNICAL DATA: See attachment 1, Technical Description (TD), will be explained later.

(4) PRICE:

- All prices shall be exclusive of any taxes

- Gas Resource Base is ¥57,300.00/ton

- Total maximum amount is 37,500,000m3 for the life of contract

- Minimum guarantee is ¥50,000 for the first year of the contract

- Annual EST Consumption is 6,700,000m3, and Total EST Consumption is 33,500,000m3

(5) Clauses/provisions: Offerors may go to the web site to read and understand the full text of these clauses and provisions.

https://www.acquisition.gov/content/regulations

FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services

(k) Taxes (Page 6 of 43, Para 6. Taxes): Reminded that contract price includes all applicable taxes and duties, except taxes and duties that the Government of the United States and the Government of Japan have agreed shall not be applicable to expenditures in Japan by or on behalf of the United States.

FAR 52.212-5 Contract Terms and Conditions Required To Implement Status of Executive Orders—Commercial Products and Commercial Services: Cautioned that some clauses are incorporated by reference (IBR) but must pay attention to. Such as 52.225-13, Restrictions on Certain Foreign Purchases, 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities, and 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Order Limitations: guarantees a minimum amount of ¥50,000 after attending Post-Award Conference

Indefinite Quantity: Quantities are estimate only, and there are no limits on the number of orders.

Ordering: Estimate Order (EO) will be issued each fiscal year.

(6) TAXES: Japanese laws authorize the United States exemption from certain Japanese taxes

(7) STANDARD FORM 1034 (SF 1034): DFAS will send public voucher to contractor e-mail address, and invoice should be sent to NAVFAC FE as stated in para 7.2.

(8) LEGAL SUCCESSOR: Contractor may transfer rights and obligations to a legal successor with the written consent of the Contracting Officer only and by submitting the novation agreement.

(9) APPLICATION OF JAPANESE LAW, AGREEMENT, AND PROVISIONS:

- Treaty of Mutual Cooperation and Security between Japan and United Stated (日米安全保障条約), and SOFA (日米地位協定) shall be integral parts of the contract

- The most recent version of the Transportation Service provisions of Tokyo Gas Network Co. Ltd.

(10) CONCILIATION, CLAIMS: any disagreement arising under this contract which is not resolved by the parties may be submitted to the United States - Japan Joint Committee for conciliation

(11) OMBUDSMAN: Ombudsman is appointed. However, before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution. If resolution cannot be made by the contracting officer, the interested party may contact the ombudsman.

(12) CONTRACTING OFFICE: Know the POCS.

- Contracting Office: 374CONS. Any subject matter on contract.

- Technical Representative: NAVFAC FE. Any subject matter on the technical requirement.

(13) FUNDING: No legal liability on the part of the US Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer

(14) CORRESPONDENCE IN ENGLISH: Correspond in English or with an English translation

(15) OTHER CONDITIONS: Reminded to maintain the SAM information throughout the contract and until the final payment. Made sure to update information such as Core, Assertions, Representations and Certifications, and Points of Contact. Vendors are also reminded to submit the solicitation early to make sure the Government receives the offer on time, and to make sure to receive the confirmation from the Government side of the receipt.

(16) REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS: The Contractor shall not knowingly provide compensation to a covered DoD official. Definition of covered DoD official is explained in para 16.

PROVISONS

(17) CONTRACT TYPE: Firm Fixed-price Indefinite Delivery Indefinite Quantity (FFP IDIQ).

(18) OTHER INFORMATION TO OFFERORS:

- See Atch 2 Est consumption for estimates

- See Atch 3 Supply Gas Connection Points for map.

- No supplier subcontracting will be permissible.

- For evaluation purposes, Gas Resource Adjustment Cost shall not be included in the prices, and a load factor assumes 75%.

(19) INSTRUCTIONS TO OFFERORS:

- Offerors are required to meet all solicitation requirements, including terms and conditions, representations and certifications, in addition to those identified as evaluation factors or subfactors.

- Response shall consist of two (2) separate parts; Part I – Summary and Miscellaneous Data and Part II – Price Proposal.

- If adequate price competition exists no additional cost information will be requested, however if adequate price competition does not exist, offerors may be required to submit cost data to the extent necessary.

- Offeror is required to be registered in SAM when submitting an offer.

- Submission may be made by email.

- Complete the provision paragraphs (24), (25), and (26) below by providing check marks. Also complete in online SAM registry as applicable.

- Copy of licenses evidencing registration with the Ministry of Economy, Trade, and Industry, Government of Japan (METI)(経済産業省) or its subordinate office in accordance with Japanese Gas Business Act

- Copy of the current financial statement (Kessan Houkoku-sho in Japanese) for adequate financial resources.

- Make sure to submit the acknowledgement to all solicitation amendments if issued.

- Exhibit A, Pricing Schedule

- Insert proposed basic charge, unit price, estimated amount and total price in the Pricing Schedule. The proposal(s) must be submitted for five (5) years by completing with proposed basic charge, unit price, estimated amount for Item No. A001 – A401 and the total price. The estimated amount must equal the yen unit price multiplied by Estimate Consumption Amount, plus monthly basic charge multiplied by 12 months if basic charge is proposed. Price Structure can be a basic charge and a unit price or a unit price only. If only unit price is proposed, leave basic charge blank. Unit Price shall be the third decimal place.

Japanese consumption tax shall not be included. For evaluation purpose, Gas Resource Adjustment Cost shall not be included in the prices, and a load factor assumes 75%.

- The offeror agrees to hold the prices in its offer firm for 150 calendar days from the date specified for receipt of offers.

(20) EVALUATION OF PROPOSALS: Award will be made to the lowest and reasonable price and it will be the most advantageous to the Government. Lowest price will be determined by adding all items as addressed in Exhibit A, Pricing Schedule, for a total evaluated price (TEP).

(21) ONLY ONE OFFER: In case of one offer, offeror will be required to submit additional cost or pricing data to determine fair and reasonable.

(22) CLOSING DATE FOR RECEIPT OF PROPOSALS: Proposals shall be submitted by the date specified in block 8 of SF1449.

(23) DISCUSSIONS AND AWARD:

- US Government intends to evaluate proposals and award a contract without discussions.

- However, discussions may be held if in the best interest of the Government.

- Award will be made to the lowest total evaluated price (TEP).

6. Mr. Ly from NAVFAC FE emphasized some of the key elements from the TD.

a. Gas pipelines are roughly 5 years old and provided by Tokyo Gas Network only up to the base fence. On base gas lines are owned by the U.S. Government.

b. Maintenance and inspection of the U.S. Government owned pipelines are included in this requirement.

c. Make sure to understand the paragraph 1.2.2. Emergencies, which requires the contractor to be able to respond to emergency calls 24 hours a day, 7 days a week, and within 30 minutes of and an emergency call.

d. There are no schedule to install meters at this time. Just need to make sure that the current meters are working properly.

e. Invoice bills must be submitted to the U.S. Government in paper format, since checking through the vendor website limits the number of U.S. Government personnel to access.

7. The following questions received prior to the conference were answered. The questions are categorized by the area, and are not listed in the sequence when received.

a. Question: Are the questions shared among gas suppliers?

Answer: Yes. The questions are shared among prospective gas suppliers.

b. Question: Could you show us the contract format in advance? Can we make a contract in Japanese based on our own contract format?

Answer: Contract will be page 1 to 12 out of solicitation page 43, up to "Provisions", with 4 attachments

(Exhibit A Pricing Schedule, Atch 1 TD, Atch2 Est Consumption, Atch 3 Supply points, with award/awardee's information. The contract will follow the US Government format in English.

c. Question: When is the deadline and award date of this Solicitation? Do you set clear target date?

Answer: Our award target is by the end of May 2025.

d. Question: TD 1.1. Are those quantities of the Projected Annual Consumption and the Annual Minimum

Order Amount guaranteed or reviewed every year?

Answer: Projected Annual Consumption is 6,700,000 m3/year. No guarantee, only estimate. Per

Solicitation, Page 5 "Ordering", "Estimate Order: An Estimate Order will be issued each fiscal year (prior to gas being supplied) to inform the Contractor of the estimated quantity and estimated monthly usage in Exhibit A, Pricing Schedule for the year". Minimum Order Amount is 6,030,000 m3/ year and will not be reviewed every year. For a yearly minimum order amount, please refer to TD, para 2.4: The Government shall order a yearly Minimum Order amount specified in paragraph 1.1 of Technical Description. If the actual yearly usage does not reach the yearly Minimum Order, a settlement amount for shortage of Minimum Order will be charged.

e. Question: TD 1.2.1. Inspection and Maintenance set forth in TD 1.2.1. will be done by General Gas Pipeline

Service Provider (GGPSP, namely Tokyo Gas Network). A City Gas Retailer (CGR) wouldn't do Inspection and Maintenance set forth in TD 1.2.1. since CGR is not obliged to do so under Japanese Gas Business Act? Regarding the technical submittals for Technical Description 1.2.1 and 1.2.2, could you please confirm and request the General Gas Pipeline Service Provider to prepare the items that the General Gas Pipeline Service Provider should undertake under the Gas Business Act?

Answer: Contract will be between the US Government and the CGR. The Contractor is required to ensure that all contract requirements are met. Therefore, if the General Gas Pipeline Service Provider is necessary to meet the contract requirements, the Contractor must coordinate with the General Gas Pipeline Service Provider. CGR will be required to ensure the Inspection and Maintenance is addressed properly. It is unacceptable for the CGR to just inform the GGPSP and take no other responsibility. Govt considered as it is still the supplier’s (prime's) responsibility as well as Tokyo Gas Network.

f. Question: TD 1.2.2. When emergencies set forth in 1.2.2, occur, GGPSP (Network) will handle the matter.

CGR (Retailor) will inform GGPSP (Network) of the incident and urge them to handle the matter. Is this acceptable?

Answer: It is acceptable for the CGR to inform the GGPSP but the contract will be between the US Government and the CGR. Therefore, the CGR will be required to ensure the emergency is addressed properly. It is unacceptable for the CGR to just inform the GGPSP and take no other responsibility.

g. Question: TD 1.4.2. Do you accept substituting "GGPSP (Network) " for "the Contractor" in TD paragraph

1.4.2. since Meter Reading and Calculation of Gas Consumption is conducted by GGPSP (Network)?

Answer: It is acceptable for the Contractor to have subcontract with the GGPSP to perform the meter readings, but the Contractor is still ultimately responsible that the meters readings are performed per contract requirements.

h. Question: TD 1.5. When is the exact date An Estimate Order will be issued each year? Will it be issued before July every year?

Answer: Per Solicitation, Page 5 "Ordering" and TD 1.5 "Estimate Order", an Estimate Order will be issued each fiscal year (prior to gas being supplied) to inform the Contractor of the estimated quantity and estimated monthly usage. 1st order for a period from 1 Sep 25 to 30 Sep 25 for FY 2025 will be issued prior to 1 Sep 25. The 2nd order for a period from 1 Oct 25 to 31 Aug 26 for FY 2026 will be issued prior to 1 Oct 25. Continues on the same format for the subsequent years.

The U.S. Government understands that CGR is required to place the order to GGPSP at least two weeks prior to the start of POP, therefore the U.S. Government should consider issuing the EO hopefully one month prior to the start of POP as much as possible.

i. Question: If we are awarded, we will provide our own contract format instead of “Ooguchi Gas Jukyuu

Yakkan” as it does not exist anymore since the deregulation of City Gas market.

Answer: U.S. Government’s contract will only be an award contract document established as a result of this solicitation FA520925R8000. Contract takes precedence over “Ooguchi Gas Jukyuu Yakkan”, but as it is specified in TD the Government will follow " “Ooguchi Gas Jukyuu Yakkan”" for "TD 2.3. Gas Resource Cost Adjustments", "TD 2.4. yearly Minimum Order, a settlement fee for shortage of Minimum Order", "TD 2.4.2. exceeded Hourly Max Flow Volume, an overage fee", and "TD 2.4.3. shortage of yearly Load Factor for less than 75 %".

j. Question: TD 2.4.4. Is it ok if the monthly invoice is in Japanese as long as it complies with the TD 2.4.4.?

Answer: No. Invoice shall be in English as well. Per solicitation, para 14, CORRESPONDENCE IN ENGLISH, the Contractor shall submit all contract correspondence to the US Government in English or with an English translation.

k. Question: We have no experience in selling tax free gas. Do you issue "Standard Form 1034" or "USF J

Form 420EJ (GPC )" or "USF J Form 421EJ" for our tax exemption purpose? When will those be issued?

Answer: Yes, per solicitation, Page6, Para7: 7. STANDARD FORM 1034, PAYMENT AND INVOICES,

7.1 Standard Form (SF) 1034, Public Voucher for Purchase and Services Other Than Personal, shall be sent to the Contractor to claim the tax exemption. The Payment Office, Defense Finance and Accounting Services (DFAS), shall send SF1034 to the e-mail address shown in the Electric Funds Transfer Form submitted by the Contractor, when DFAS make a payment to a contractor.

Government will not issue "USF J Form 420EJ (GPC )" nor "USF J Form 421EJ".

l. Question: Please be advised that in the case of a bank transfer, any associated fees are to be borne by the US

Government.

Answer: No bank transfer fee will be charged to a contractor, but vendors shall pay attention to a possible yen exchange-handling fee. There are cases where your bank may collect a yen exchange-handling fee from your account due to being the remittance from a nonresident yen-denomination deposit account. Please confirm this with your bank and submit the EFT form after your understanding.

m. Question: Please be advised that Invoice will be e-mailed to you every month a few days after Meter

Reading by General Gas Pipeline Service Provider. Customers are requested to check their gas usage by themselves through our web membership service. If the Government requires a paper meter reading slip, additional issuance fee is required.

Answer: Paper bills are required.

n. Question: Solicitation, paragraph Ordering. Is there any possibility that an estimated order be below the number mentioned Attachment 2 Estimated Consumption? How would the price be determined in such case?

Answer: Yes. Solicitation, Attachment 2, Estimated Consumption, are only for "Annual Consumption" and "Monthly Average Consumption Based on Historical Data". An estimated order may be below the number mentioned Attachment 2, Est Consumption, but "Annual Minimum Order Amount" will not be below "Annual Minimum Order Amount: 6,030,000 m3/ year" as specified in TD para 1.1 and 2.4. Minimum Order: The Government shall order a yearly Minimum Order amount specified in paragraph 1.1 of this Technical Description. If the actual yearly usage does not reach the yearly Minimum Order, a settlement amount for shortage of Minimum Order will be charged.

o. Question: Is it correct to assume that the same Annual Minimum Order Amount of 6,030,000 m3/year will be ordered in the second and subsequent years?

Answer: Yes, it is correct to assume that the same minimum will be ordered in the second and subsequent years.

p. Question: The solicitation and Technical Description describe items that GGPSP is required to undertake under Japanese Gas Business Act (such as gas pipe leak inspections), so if we, as a gas retailer, wins the award, we would like to discuss the details again.

Answer: Contract will be between the US Government and the CGR. The Contractor is required to ensure that all contract requirements are met. Therefore, if the General Gas Pipeline Service Provider is necessary to meet the contract requirements, the Contractor must coordinate with the General Gas Pipeline Service Provider. CGR will be required to ensure the Inspection and Maintenance is addressed properly. It is unacceptable for the CGR to just inform the GGPSP and take no other responsibility. Govt considered as it is still the supplier’s (prime's) responsibility as well as Tokyo Gas Network.

q. Question: In Technical Description, the bidder is requested to provide the technical submittals within 10 business days after the award of the contract. Is it correct to understand that “within 10 business days” means “after receipt of formal written notification of the successful bid”? When will we be notified of the successful bid?

Answer: It means that the submission is required within 10 business days after receipt of formal written award notification. Our award target is by the end of May 20205.

r. Question: TD 1.2.2. Emergencies. The “Emergency Response Plan” to be submitted to Naval Air Facilities

Atsugi will be based on the “Safety Regulations” that the GGPSP notifies the Government of Japan (GOJ) under the Gas Business Act. TD states that this Emergency Response Plan must be submitted to and accepted by the U.S. Govt. Are we correct in understanding that this “Emergency Response Plan” is only required to submit to Naval Air Facilities Atsugi, and not to GOJ, since the “Safety Regulations” are already notified to GOJ?

Answer: The emergency response plan to be submitted to and accepted by U.S. Govt Naval Air Facilities Atsugi.

s. Question: The solicitation state that re-consignment of suppliers is not allowed, but would you allow us to outsource some of our operations, such as fee collection, to other companies?

Answer: It is acceptable for the Contractor to have subcontract (with the GGPSP) to perform the meter readings but the Contractor is still ultimately responsible that the meters readings are performed per contract requirements. Government meant that the supplier cannot subcontracting for supplying natural gas.

t. Question: We assume that we will need to submit a copy of the license to prove that we have registered with

METI, but the copy of the license we have is in Japanese. Is it necessary to translate it into English and submit?

Answer: Yes, is it necessary to translate the license into English and submit it. Simply adding an English translation on the license copy is acceptable.

8. After conclusion of the pre-proposal conference, all relevant parties transitioned to a site visit to the supply point at bldg 1600.

9. The preproposal conference and the site visit concluded at approximately 1150 hrs.

10. These minutes shall be posted on the Government Point of Entry and shall be submitted to all attendees. The foregoing is a brief summary of the pre-proposal conference and the site visits conducted for this acquisition.

Those present should advise the undersigned of any additional information, clarifications, or corrections that they feel should be made to the minutes within three (3) calendar days from the distribution date. Failing notification to the contrary, these minutes will stand for the record.

NAOTSUGU KONO

Contract Specialist

IZUMIITO

Contracting Officer