Q A 20210616 combined.pdf

１．Solification NO.FA520921R8000

Items to Confirm

ITEM Questions and Confirmation items Anwers from USG

General

General

Applicable

Clause

5（d） Applicable

Clause

Comptroller

General

* Is it correct understanding that Misawa AB will not hold legal liability for payment of LNG cost until the budget is available? What are the possible cases of such an event? The reason asking this question is that our (regular) contract allows us to terminate the contract if there is no payment for a certain period of time (several months).

*The Government cannot make payments (place orders) until funds are made available. The possible case is that the Government is not allowed to place orders in Oct, the beginning of the US fiscal year, until funds are approved by the Congress. For your reference, the

Government never delayed utility payments for the reason of the luck of new fiscal year funds.

20.4

Other

Information to

Offerors *Please explain us about this article.

It states that the offeror shall fill out the necessary fill‐ins when you submit your proposal.

20.5

Other

Information to

Offerors *Please explain us about this article.

*It states that all the provisions will be removed from the contract upon award, however, it is still effect in the awarded contract.

Representatio n Regarding

Certain

Telecommunic ationsand

Video

Surveillance

Services or

Equipment

* There are two items to check, but we are not sure what these article mean, and which one we should check. Request your advice.

*If your company will not provide (and does not use) any covered telecommunications equipment or services provided by the five

Chinese companies or any subsidiary or affiliate of such entities, such as Huawei Technologies Company, ZTE Corporation, etc., specified in the Federal Acquisition Regulations 52.204‐25, your answer will be

"Will Not (Does Not)".

Application of

Japanese

Law,Agreemen t,and Provision

Legal

Successor

* "The Contractor" can be read as either Misawa Base or the Supplier depending on the article. Is it possible to specify each of them by clause?

* Does "the Government" mean Misawa Air Base, or is it some other organization?

* Our understanding is that "the offeror" is a supplier, is this correct?

*Which of the following refers "the Government"?

* There are descriptions of LNG (Liquefied Natural Gas) and gas (or natural gas), is there any difference?

* Please provide us of the specific situation of FAR 52.222.4, Protest

After Award

*Does it mean that the U.S. side has the right to inspect and examine all relevant records of our company if we submit offer outside of the normal bidding process?

*Also, do (1), (2), and (3) indicate the retention period (3 years) for the relevant documents?

*Are both companies (Misawa Base and us) eligible for legal succession?

*We heard that SOFA takes precedence over other laws. Is it correct understanding that SOFA takes precedence over Japanese laws and contracts, such as the High Pressure Gas Safety Act and the content of the LNG contract with Misawa AB? Specifically, does this mean that (in the event of a disaster, for example) the Contractor needs to give priority to supplying LNG to the Misawa AB over other customers who have contracts with the Contractor under Japanese law?

*The Contractor means a LNG supplier, not Misawa Air Base, and It is clearly specified in the solicitation.

*The Government is the U.S. Government, including but not limited to 35th Civil Engineering Squadron at Misawa Air Base, the 374th

Contracting Squedron at Yokota Air Base.

*Yes, your understanding is correct, the offeror becomes a conntractor/supplier if awarded. The Government is the U.S.

Government, including but not limited to Misawa Air Base, the contracting office at Yokota Air Base as stated above.

*The Government is the U.S. Government, including but not limited to 35th Civil Engineering Squadron at Misawa Air Base, the 374th

Contracting Squedron at Yokota Air Base.

* There is no difference between the words, LNG and gas/natural gas has the same meaning in the solicitation.

*Protest after award is a written objection by an interested party filed in response to the award or proposed award of a contract, or termination or cancellation of award. In case the Contracting Officer

(CO) receives a notice of protest, the CO may stop the Contractor to perform the contract (to stop providing LNG gas in this case.)

*This LNG contract applies to this Article since this contract will be awarded using other than seald bid. Yes, the U.S. Comptroller

General of the United States, or an authorized representative has the right to inspect and examine all relevant records involving transactions related to this contract. (For your informaton, we never had this type of case in the utility contracts.)

* (2) indicates that the Contractor shall basically maintain the records until 3 years after the final payment.

*This Article apply to the Contractor, not Misawa AB or the

Government.

*Yes, the Status of Forces Agreement takes precedence over other

Japanese laws and contracts. The Government understands and respects the Contactor to follow the Japanese High Pressure Gas

Safety Act. Therefore, in case there is a conflict between the SOFA and the act, the Government and the Contractor will have a conference to discuss.

25.

Representation

Regarding

Certain

Telecommunicati ons and Video

Surveillance

Services or

Equipment.

Does this apply to individual cellphones ?

It does not apply if the cellphone is not used for official business

/business with the Government.

25.5.1

（b）

Copy of the current financial statement for adequate financial resources.

We are considering submitting two types of documents: (1) Profit and loss statement and (2) balance sheet. Do we need to submit any other documents?

Profit and loss statement and a balance sheet will suffice.

21.6

The offeror agrees to hold the prices in its offer firm for 120 calendar days from the date specified for receipt of offers.

Is it correct understanding that the price cannot be changed for 120 days from the date of submission of offer?

This means the offered amount shall be valid for 120 days from the offered date.

２．Statement of Work for Liquified Natural gas Delivery at Misawa Air Base

Confirmation item

General

* "The Contractor" can be read as either Misawa Base or the Supplier depending on the article. Is it possible to specify each of them by clause?

* Does "the Government" mean Misawa Air Base, or is it some other organization?

* Our understanding is that "the offeror" is a supplier, is this correct?

Which of the following refers "the Government"?

General

* There are descriptions of LNG (Liquefied Natural Gas) and gas (or natural gas), is there any difference?

* There is no difference in this solicitation, LNG and gas/natural gas has the same meaning.

1.2.2 POC List *What is the format of the POC list?

*Include full name, position/title, phone number, and email, as available, in both English and Japanese. Can be sent as pdf or Word document.

1.3.1 Delivery

Timing

SOW states all work is to be performed during normal hours 6am to

2pm, Monday through Saturday. If there are delays due to road conditions, etc., does the Contractor contact Security Forces listed on the

POC information make coordination with them?

*Security Forces POC will serve as the initial contact for delays due to road conditions because they control base access. Other POCs will be available to assist if there are difficulties in reaching the Security

Forces POC

1.4 Responsibilitie

s

*Are the Misawa AB workers who will be present during the unloading of

LNG trucks capable to communicate in Japanese?

*As Misawa AB is large, there are distances and several routes from

Applegate to the satellite. Are there any plans to put up a signboard indicating the route to the satellite?

*Yes

*No, route maps will be provided to drivers to ensure they know which route to take to the satellite. These are included in

Attachment 3, Driving Route.

1.3.2 Delivery

Requirement

*Normally, we use the difference between the amount before and after the loading of LNG at our shipping terminal as the sales volume to the customer. Is it correct understanding that the LNG sales volume to

Misawa terminal will be determined by the difference between the amount before and after the loading of LNG at our shipping terminal?

*(In the second paragraph) does this mean every two years, the

Contractor checks the measurement act of the LNG shipping terminal and submit the latest certificate to Misawa AB. If any abnormality is detected at that time, we will promptly notify the Misawa terminal." Is that correct?

(In English, does "LNG terminal 2 years" mean "LNG terminal every 2 years"?

*Yes, the scales will kept and certified at the LNG terminal.

*This was a typographical error and it will be corrected to read

"…LNG terminal every 2 years…"

1.7 Technical

Agreement *What exactly is the MOU? Please show us an image (sample/idea?).

* MOU should states for more detailed operational methods such as the when and how monthly/weekly orders be issued etc.

*The Contractor means a LNG supplier, not Misawa Air Base. We believe it is clearly stated in the solicitation.

*The Government is the U.S. Government, including but not limited to Misawa Air Base, the contracting office at Yokota Air Base.

*Yes, your understanding is correct, the offeror means the same as the Contractor/Supplier. The Government is the U.S. Government, including but not limited to Misawa Air Base, the contracting office at Yokota Air Base as stated above.

2.1

Rate and

Charges of

Service

*It can be read, "The price of natural gas shall not be less favorable than the price paid to the ministries and authorities of the Japanese government". Our company supplies vaporized gas to the local government via gas pipeline, not LNG. And the supply method is completely different from that of LNG. Therefore we believe that this item does not apply to us, is this correct understanding?

*The item applies to the Contractor. If the contractor could imagine a scenario where they offered LNG to a local government that did possess LNG, such as Fussa City, the pricing offered to MAB should be no less favorable than that which would be offered, in the scenario, to Morioka City.

2.3 LNG Import

Cost,Insurance is it Japan CIF (2711.11.000)? *Yes

2.4.1 Minimum

Order

*Can you add "at least" in the sentence: The government shall order at least the Minimum Order *We can add this languge to the SOW

2.4.2 Exception *Who makes the determination of the Exception? *The Government *Is there room for discussion between the both parties? *Yes

*Can you give us an example of sentence, (2)acts of the Government in either its sovereign or contractual capacity?

*One example would be tariffs imposed by the Government that affect profitability. For example, in one case, a contractor was denied recovery of its delay costs pursuant to the sovereign acts doctrine where the contractor was hired by the U.S. Government to construct a building on a base but, as a result of an Commander’s Order, was excluded from the base during performance. The Order was given following terrorists attacks, and was meant to protect the secrecy of private information.The Contractor is encouraged to research the

Sovereign Acts Doctrine for further guidance.

* Does "unusually severe weather" include warm winters and cold summers?

*In general, unusually severe weather is defined as "adverse weather which at the time of year or in which it occurred is unusual for the place in which it occurred".

Appenpix Is the form for Appendix B is for the delivery plan in para 1.2.1?

*The form is for all line items listed in the SOW, including the delivery plan in para 1.2.1.

３． Other items

After actual operation starts, will the communications, daily phone calls and e‐mails (e.g. lorry delays, unexpected accidents, payment‐related communications, etc.) be in English or Japanese?

Either English or Japanese is acceptable for daily truck operations.

However, please advised the official language is English.