SF1449_SPE60521D1005.pdf

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

16. ADMINISTERED BY CODE

7. FOR SOLICITATION

INFORMATION CALL:

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

0085478989

2. CONTRACT NO.

SPE605-21-D-1005

3. AWARD/EFFECTIVE

DATE

2021 AUG 01

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE605

DLA ENERGY

POST, CAMPS, AND STATIONS

8725 JOHN J. KINGMAN ROAD

FORT BELVOIR VA 22060

USA

Local Admin: Colleen Fantasia PVEFEG2 Tel: 703-767-8410 Email: Colleen.Fantasia@dla.mil

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

NAICS: 324110

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

Net 30 days

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE SPE605

SEE BLOCK 9

Criticality: PAS : None

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

2369F

CJ KOREA EXPRESS CORPORATION

53 SEJONG-DAERO 9-GIL, JUNG-GU

SEOUL 100814

SOUTH KOREA

TELEPHONE NO. 8227001108

18a. PAYMENT WILL BE MADE BY CODE SL4701

DEF FIN AND ACCOUNTING SVC

BSM

P O BOX 182317

COLUMBUS OH 43218-2317

USA

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

$19,958,568.28

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print)

Georgia Dotson georgia.dotson@dla.mil

31c. DATE SIGNED

2021 JUN 02

CJ Logistics

2021-Mar-24

SEE SCHEDULE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

STANDARD FORM 1449 (REV.

Prescribed by GSA - FAR (48 CFR) 53.212

SEE ADDENDUM

See Schedule

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH ,

HEREIN IS ACCEPTED AS TO ITEMS:

EDWOSB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 2/2012)

36. PAYMENT

PARTIAL FINAL

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

CONTINUED ON NEXT PAGE

PAGE 3 OF 65 PAGES

SPE605-21-D-1005

SECTION B: SUPPLIES OR SERVICES & PRICES OR COSTS

B1.05SUPPLIES TO BE FURNISHED (OVERSEAS PC&S) (ALASKA/HAWAII) (DLA ENERGY JAN 2012)

(a) The supplies to be furnished during the period specified in the REQUIREMENTS clause, see below FAR 52.216-21, the delivery points, methods of delivery, and estimated quantities are listed by CLIN in Attachment A – THE SCHEDULE .

The quantities shown are only best estimates of required quantities. Unless otherwise specified, the total quantity ordered and required to be delivered may be greater than or less than the quantities stated in Attachment A - THE SCHEDULE. The Government agrees to order from the Contractor and if ordered, the Contractor shall timely deliver during the contract period all items awarded under this contract. The prices paid to the Government shall be the unit prices specified in subsequent price change modifications issued in accordance with the ECONOMIC PRICE ADJUSTMENT contract provision.

(b) In an emergency, oral orders may be issued and must be confirmed in writing by a Standard Form 1449 or DD Form 1155 within 24 hours of receipt.

(c) Offers shall not be submitted for quantities less than the estimated quantities specified in “Attachment A – THE SCHEDULE” for each line item. Offers submitted for less than the estimated quantities will not be considered for award, except for items specifically designated as five (5) -year requirements.

(d) These Requirements are for the support of military within South Korea. Attachment A – THE SCHEDULE defines each requirement by CLIN, and under each CLIN important information is listed, such as the Quantity, NSN, Delivery Identification description, Mode, and Delivery Address, among other details.

See Attachment A – THE SCHEDULE

B19.01-2 ECONOMIC PRICE ADJUSTMENT – MARKET PRICE – POSTS, CAMPS, AND STATIONS (PC&S) – KOREA/GUAM/JAPAN. (DLA ENERGY

JUNE 2017)

(a) Warranties. The Contractor warrants that—

(1) The unit prices set forth in the Schedule do not include allowances for any portion of the contingency covered by this contract text; and

(2) The prices to be invoiced hereunder shall be computed in accordance with the wording of this contract text.

(b) Definitions. As used throughout this contract text, the term—

(1) Base unit price means the unit price set forth opposite the item in Section B of the Schedule.

(2) Market price means a price determined by an independent trade association, governmental body, or other third party and reported or made available in a consistent manner in a publication, electronic data base, or other form.

This price may be either a single market price or a combination of market prices for price adjustment for individual items by product, market area, and publication as specified in the Table in (g) below. For purposes of this procurement, the market price is the average of the prices published in Platt's Oilgram Price Report. The applicable market price is identified by product following the Table in (g) below.

(i) Base market price means the price as shown in column IV of the Table in (g) below and is the market price from which economic price adjustments are calculated pursuant to this contract text.

(ii) Adjusting market price means the market price in effect on the date of delivery and that will be used to determine the change in market price as defined in (c)(1) below.

(3) Date of delivery is defined as follows:

(i) For free on board (f.o.b.) destination truck deliveries. The date product is received, on a truck-by-truck basis.

(ii) For all other types of deliveries. The date and time product commences moving past the specified f.o.b.

point.

(c) Adjustments

(1) Subject to the texts of this contract text, the prices payable hereunder shall be determined by adding to the base unit price the same number of cents, or fraction thereof, that the adjusting market price increases or decreases, per like unit of measure, subsequent to the date on which the base market price is established (see column IV of the Table). The prices payable shall be issued through semimonthly contract notifications effective the first and third Monday of each month.

(2) Contract price adjustments shall be provided via notification through contract modifications and/or posting to the web page under the heading Vendor Resources and then Product Price Adjustments.

(3) All arithmetical calculations, including the final adjusted unit price, shall be rounded to four decimal places.

(4) Failure to deliver. Notwithstanding any other texts of this contract text, no upward adjustment shall apply to product scheduled under the contract to be delivered before the effective date of the adjustment, unless the Contractor’s failure to deliver according to the delivery schedule results from causes beyond the Contractor’s control and without its fault or negligence, within the meaning of paragraphs (f), Excusable Delays, and (m), Termination for Cause, of the Contract Terms And Conditions - Commercial Items clause of this contract, in which case the contract shall be amended to make an equitable extension of the delivery schedule.

(5) Upward ceiling on economic price adjustment. The Contractor agrees that the total increase in any contract unit price, pursuant to these economic price adjustment texts, shall not exceed 587 percent of the base unit price in any applicable program year (whether a single year or a multiyear program), except as provided hereafter.

(i) If at any time the Contractor has reason to believe that within the near future a price adjustment under the texts of this contract text will be required that will exceed the current contract ceiling price for any item, the Contractor shall promptly notify the Contracting Officer in writing of the expected increase. The notification shall include a revised ceiling the Contractor believes is sufficient to permit completion of remaining contract performance, along with an appropriate explanation and documentation as required by the Contracting Officer.

(ii) If an actual increase in the market price would raise a contract unit price for an item above the current ceiling, the Contractor shall have no obligation under this contract to fill pending or future orders for such item, as of the effective date of the increase, unless the Contracting Officer issues a contract modification to raise the ceiling. If the contract ceiling will not be raised, the Contracting Officer shall so promptly notify the Contractor in writing.

(6) Revision of market price indicator. In the event—

(i) Any applicable market price indicator is discontinued or its method of derivation is altered substantially; or

(ii) The Contracting Officer determines that the market price indicator consistently and substantially fails

PAGE 4 OF 65 PAGES

SPE605-21-D-1005

to reflect market conditions,-the parties shall mutually agree upon an appropriate and comparable substitute for determining the price adjustments hereunder. The contract shall be modified to reflect such substitute effective on the date the indicator was discontinued, altered, or began to consistently and substantially fail to reflect market conditions. If the parties fail to agree on an appropriate substitute, the matter shall be resolved in accordance with paragraph (d), disputes, of the Contract Terms And Conditions - Commercial Items clause of this contract.

(d) Conversion factors. If this contract text requires quantity conversion for economic price adjustment purposes, the conversion factors for applicable products, as specified in the Conversion Factor Instruction, apply unless otherwise specified in the Schedule.

(e) Examination of records. The Contractor agrees that the Contracting Officer or designated representatives shall have the right to examine the Contractor's books, records, documents, and other data the Contracting Officer deems necessary to verify Contractor adherence to the texts of this contract text.

(f) Final invoice. The Contractor shall include a statement on the final invoice that the amounts invoiced hereunder have applied all decreases required by this contract text.

(g) Table.

Base Reference Price is the Prior Month Average (1 thru 30 September 2020)

Product CodeProduct NamePublicationBase Reference DateBase Reference PriceEscalator Code MUMGasoline Unl 95Platts FOB Spore Cargo #PGAEZ0010/1/2020$1.124383 PMSPRUNL95 MURGasoline Unl 92Platts FOB Spore Cargo #PGAEY0010/1/2020$1.087251 PMSPRG92U KDRKorean Diesel Class 3, RegularPlatts Gasoil FOB Spore Cargo #POABC0010/1/2020$1.051764 PMSPRDSCAR

(End of Clause)

SECTION C:DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C16.16-1 FUEL OIL DIESEL AUTOMOTIVE (PC&S) (KOREA) (DLA ENERGY NOV 2014)

In delivering supplies and services under this contract, the Contractor shall conform to all Federal, State, and local environmental requirements applicable to the geographic location of the receiving activity on the date of delivery.

The Contractor shall also comply with all applicable International Agreements, Treaties, Conventions, and the like to which the United States is a signatory or with whose terms the receiving activity has otherwise agreed to comply. The Contractor shall be responsible for determining the existence of all such requirements prior to the time deliveries are made.

In the event that an International, Federal, State, and/or local environmental requirement, as identified above, is more stringent than a requirement contained in this contract, the Contractor shall deliver product(s) that complies with the more stringent requirement. Product(s) that fail to meet the more stringent requirement will be considered nonconforming supply. Product(s) to be supplied shall fully meet the requirements of the applicable specification(s).

(a) FUEL OIL DIESEL AUTOMOTIVE- Diesel Fuel Oil shall confirm to Korea Petroleum and Alternative Fuels Business Act (Korea Ministry of Knowledge Economy Notice No. 2010-236).

1) Classification

National Stock NumberProduct Nomenclature Pour Point Temperature DLA Energy Product Code Korean National Standard Designation

9140-01-534-3068Fuel Oil, Diesel, Regular Grade Seasonally Adjusted KDRAutomotive Diesel Fuel Oil

C16.69-1 GASOLINE AUTOMOTIVE, UNLEADED, REGULAR (PC&S) (DLA ENERGY JUN 2017)

NATIONAL STOCK NUMBER PRODUCT NOMENCLATURE DLA ENERGY PRODUCT CODE

9130-00-148-7103 Gasoline, Regular Unleaded MUR Supplies delivered under this contract shall conform to all Federal, State, and local environmental requirements applicable to the geographic location of the receiving activity on the date of delivery. This includes delivery of fuel and documentation in a manner consistent with existing or future Title V (Clean Air Act) Permits. In the event that a Federal, State, or local environmental requirement is more stringent than a similar requirement in a fuel specification contained in this contract, the Contractor shall deliver product that complies with the more stringent requirement. Product that fails to meet the more stringent environmental requirement will be considered to be a nonconforming supply. All supplies furnished under this contract shall fully meet the requirements of the applicable specification(s) as cited below. In the event that compliance with the more stringent requirement causes the contractor to incur additional costs, the contractor may request an equitable adjustment.

NOTE: Gasoline Reid Vapor Pressure (RVP) specification requirements are seasonal and vary geographically. Therefore, Contractors are expected to know the In-country, State, or Federal RVP requirements of areas being supplied and comply with those requirements.

GASOLINE AUTOMOTIVE, UNLEADED, REGULAR. Gasoline shall conform to each country specification as listed below:

PAGE 5 OF 65 PAGES

SPE605-21-D-1005

COUNTRY SPECIFICATION NATIONAL STOCK NUMBER

AUSTRALIA FUEL STANDARD (PETROL) 2001

CANADA CAN/CGSB-3.5-2001

JAPAN JIS K 2202

PHILIPINES PNS/DOE QS 008:2012 9130-00-148-7103

MIDDLE EAST EN 228

ALL OTHER REGIONS ASTM D4814

LOCAL SPECIFICATIONS: In-country specifications not meeting the specification requirements in the chart above, but meet local requirements may also be submitted for review and approval.

(a) OCTANE REQUIREMENTS

(1) Unleaded regular automotive gasoline shall meet the Motor Octane Number (MON), Research Octane Number (RON) and/or Anti-Knock Index (AKI) limits described in the specification listed for each country or the in-country requirements when applicable.

(2) Reductions for altitude and seasonal variations are allowed for all AKI values in accordance with specification listed for each country requirements when applicable.

(b) OXYGENATE REQUIREMENTS.

(1) In order to achieve minimum/maximum oxygen content limits specified per Federal, State, and local environmental requirements, supplies shall only include oxygenates that are permitted by environmental regulations applicable to the time and place of delivery.

(2) Blending of oxygenates into gasoline to meet oxygenated fuel requirements shall be accomplished by mechanical mixing or agitation in a tank, or by in-line blending, prior to loading the product into transport equipment, and the resultant product must meet contract requirements

C16.69-2 GASOLINE AUTOMOTIVE, UNLEADED, MIDGRADE (MUM) (PC&S) (DLA ENERGY JUN 2017)

NATIONAL STOCK NUMBER PRODUCT NOMENCLATURE DLA ENERGY PRODUCT CODE

9130-01-272-0983 Gasoline, Midgrade Unleaded MUM Supplies delivered under this contract shall conform to all Federal, State, and local environmental requirements applicable to the geographic location of the receiving activity on the date of delivery. This includes delivery of fuel and documentation in a manner consistent with existing or future Title V (Clean Air Act) Permits. In the event that a Federal, State, or local environmental requirement is more stringent than a similar requirement in a fuel specification contained in this contract, the Contractor shall deliver product that complies with the more stringent requirement. Product that fails to meet the more stringent environmental requirement will be considered to be a nonconforming supply. All supplies furnished under this contract shall fully meet the requirements of the applicable specification(s) as cited below. In the event that compliance with the more stringent requirement causes the contractor to incur additional costs, the contractor may request an equitable adjustment.

NOTE: Gasoline Reid Vapor Pressure (RVP) specification requirements are seasonal and vary geographically. Therefore, Contractors are expected to know the In-country, State, or Federal RVP requirements of areas being supplied and comply with those requirements.

GASOLINE AUTOMOTIVE, UNLEADED, MIDGRADE. Gasoline shall conform to each countries specification as listed below:

LOCAL SPECIFICATIONS: In-country specifications not meeting the specification requirements in the chart above, but meet local requirements may also be submitted for review and approval.

(a) OCTANE REQUIREMENTS

(1) Unleaded midgrade automotive gasoline shall meet the Motor Octane Number (MON), Research Octane Number (RON) and/ or Anti-Knock Index (AKI) limits described in the specification listed for each country or the in-country requirements when applicable.

(2) Reductions for altitude and seasonal variations are allowed for all AKI values in accordance with specification listed for each country requirements when applicable.

(b) OXYGENATE REQUIREMENTS.

(1) In order to achieve minimum/maximum oxygen content limits specified per Federal, State, and local environmental requirements, supplies shall only include oxygenates that are permitted by environmental regulations applicable to the time and place of delivery.

(2) Blending of oxygenates into gasoline to meet oxygenated fuel requirements shall be accomplished by mechanical mixing or agitation in a tank, or by in-line blending, prior to loading the product into transport equipment, and the resultant product must meet contract requirements.

COUNTRY SPECIFICATION NATIONAL STOCK NUMBER

AUSTRALIA FUEL STANDARD (PETROL) 2001

CANADA CAN/CGSB-3.5-2001

COSTA RICA RTCA 75.01.20:04

EL SALVADOR RTCA 75.01.20:04

GUATEMALA RTCA 75.01.20:04

HONDURAS RTCA 75.01.20:04 9130-01-272-0983

NICARAGUA RTCA 75.01.20:04

PHILLIPINES PNS/DOE QS 008:2012

MIDDLE EAST EN 228

ALL OTHER

SECTION D:PACKAGING AND MARKINGS

NOT APPLICABLE

SECTION E: INSPECTION & ACCEPTANCE

FAR 52.246-2 INSPECTION OF SUPPLIES -- FIXED-PRICE (AUG. 1996)

(a) Definition. “Supplies,” as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

PAGE 6 OF 65 PAGES

SPE605-21-D-1005

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires. The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the Contractor’s or subcontractor’s premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e)

(1) When supplies are not ready at the time specified by the Contractor for inspection or test, the Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes reinspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected. However, the Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either

(1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the Contractor or

(2) terminate the contract for default.

Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting Officer may require their delivery and make an equitable price reduction. Failure to agree to a price reduction shall be a dispute.

(i)

(1) If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time --

(i) When Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract;

and

(ii) When the supplies will be ready for Government inspection.

(2) The Government’s request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Government representative is in residence in the Contractor’s plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract. Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming supplies.

(k) Inspections and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor

(1) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor’s plant at the Contracting Officer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer; provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or

(2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor’s plant and return to the original point when that point is not the Contractor’s plant. If the Contractor fails to perform or act as required in (1) or (2) above and does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right by contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

E12ENERGY QAP E12 (JUL 2015) POINT OF ACCEPTANCE

(a) For f.o.b. origin contract items, acceptance of the supplies furnished hereunder shall take place at origin.

(b) For f.o.b. destination contract items, acceptance of the supplies furnished hereunder shall take place at destination.

(c) Acceptance shall take place as stated above, unless specifically stated otherwise in the contract.

PAGE 7 OF 65 PAGES

SPE605-21-D-1005

E18.01 SAMPLE SUBMISSION (DLA ENERGY AUG 2009)

The Contractor shall furnish hereunder, from time to time, samples of each product or grade of product to be furnished under this contract at the request of, and in the manner and to the place designated by, the Quality Representative; PROVIDED, however, that in no event shall the Contractor be required to furnish during the period of this contract more than five 1-gallon samples under each contract line item. Such samples shall be furnished without charge to the Government and shall be packed, marked, and shipped by the Contractor, shipping expense prepaid, in containers and shipping boxes furnished by the Contractor.

E21.01 ENERGY QAP E21.01 POINT OF INSPECTION (DLA ENERGY JUN 2015)

(a) This Energy QAP applies to the Bulk Fuel, Bulk FSII, Bulk Lube Oil and Posts, Camps, and Stations Programs.

(b) When government inspection is deemed necessary, it shall be performed, prior to acceptance, by the office specified in the LIST OF INSPECTION OFFICES FOR DLA ENERGY CONTRACTS or the QUALITY REPRESENTATIVE Energy QAP of this contract, whichever is applicable.

(1) For f.o.b. origin contract items, inspection will normally be performed at origin, however, the Government reserves the right to perform an inspection at any point prior to acceptance.

(2) For f.o.b. destination contract items, inspection will normally be performed at destination, however, the Government reserves the right to perform an inspection at any point prior to acceptance.

(3) For f.o.b. destination contract items for aviation fuels delivered via waterborne transport, pipeline, rail car, tank truck, tank wagon and Bulk Fuel Container (BFC) and non-aviation fuels delivered by waterborne transport, a preliminary inspection for product quality will normally be performed at origin, with final inspection normally being at destination. However, the Government reserves the right to perform an inspection at any point prior to acceptance.

(4) On contract items for delivery of drummed or packaged products, f.o.b. origin or f.o.b. destination, a preliminary inspection for product quality will normally be performed at the point of manufacturing or blending, with final inspection normally being at the f.o.b. point. However, the Government reserves the right to perform an inspection at any point prior to acceptance.

(c) When the Contractor is informed by the responsible Inspection Office that government inspection is deemed necessary, the Contractor shall ensure that the Inspection Office is provided with sufficient information and advance notification to facilitate such inspection. When government inspection is necessary at a contractor or subcontractor (commercial or government) facility, the Contractor shall notify the Inspection Office of the necessary requirements to access those facilities and shall help facilitate such access. After initial notification, the Contractor shall keep the Inspection Office informed of any changes that may affect that inspection.

E22ENERGY QAP E22 LIST OF INSPECTION OFFICES FOR DLA ENERGY CONTRACTS (DLA ENERGY APR 2016) The following lists shall be used to identify the Government inspection office assigned inspection responsibility for DLA Energy contracts in a particular geographic area. These contracts include, but are not limited to, those for bulk petroleum products and additives, into-plane refueling, petroleum storage and laboratory services, coal, aerospace energy (including compressed gases), and posts, camps, and stations. The area of inspection responsibility and corresponding office code are assigned in paragraphs (a) and (b). The address and phone number of each inspection office by office code is provided in paragraph (c). Unless a particular inspection office is identified in another part of the contract, the assignments in this contract provision shall apply.

(a)AREAS OF RESPONSIBILITY AND OFFICE CODES WITHIN THE CONTINENTAL UNITED STATES (CONUS):

Alabama110Maine110Oklahoma110 Arizona120Maryland110Oregon120 Arkansas110Massachusetts110Pennsylvania110 California120Michigan110Rhode Island110 Colorado120Minnesota110South Carolina110 Connecticut110Mississippi110South Dakota110 Delaware110Missouri110Tennessee110 District of Columbia110Montana120Texas110 1 Florida110Nebraska110Utah120 Georgia110Nevada120Vermont110 Idaho120New Hampshire110Virginia110 Illinois110New Jersey110Washington120 Indiana110New Mexico120West Virginia110 Iowa110New York110Wisconsin110 Kansas110North Carolina110Wyoming120 2 Kentucky110North Dakota110 Louisiana110Ohio110

EXCEPTIONS:

0The El Paso, Texas, area is assigned to Code 120 (DLA Energy Americas - West).

1The Newcastle, Wyoming, area is assigned to Code 110 (DLA Energy Americas - East).

(b)AREAS OF RESPONSIBILITY AND OFFICE CODES OUTSIDE THE CONTINENTAL UNITED STATES (OCONUS) (INCLUDING ALASKA AND

HAWAII):

Afghanistan400Cyprus200Malaysia300Singapore300 Africa200 3Egypt4003Maldives300South America110 Alaska300Europe (Continental)200Malta200South Korea300 Antarctica300Georgia200Mauritius200Sri Lanka300 Armenia200Greenland200Mexico110Syria400 Ascension Island110Hawaiian Islands300Midway Island300Taiwan300 Australia300Hong Kong 300Mongolia300Tajikistan400 Azerbaijan200Iceland200Myanmar300Thailand300 Azores200India300Nepal300Turkey200 Bahrain400Indonesia300New Zealand300Turkmenistan400 Bangladesh300Ireland200North Korea300United Arab

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Bermuda110Iran400Oman400Emirates400 Bhutan300Iraq400Pacific IslandsUnited Kingdom200 Brunei300Israel200(Central & South)300Uzbekistan400 Cambodia300Japan300Pakistan400Vietnam300 Canada110/120 4Jordan400Papua New Guinea300Wake Island300 Canary Island200Kazakhstan400Philippines300Yemen400 Caribbean Islands110Kuwait400Qatar400 Central America110Kyrgyzstan400Russia200 Chagos Archipelago300Laos300Ryukus Islands, Japan300 China300Lebanon400Saudi Arabia400 Comoros200Madagascar200Seychelles Is.200

EXCEPTIONS:

3 Except for Egypt, which is assigned to DLA Energy Middle East (Code 400), all other countries in Africa fall under DLA Energy Europe (Code 200).

4 The provinces of Manitoba, Ontario, Quebec, Newfoundland and Labrador, New Brunswick, Nova Scotia, and Prince Edward Island are assigned to DLA Energy Americas East (Code 110). The rest of Canada falls under DLA Energy Americas West

(c) INSPECTION OFFICES AND CODES.

110. DLA Energy Americas East ATTN: Quality Manager 5 Federal Building, Suite 1005 2320 LaBranch Street Houston, TX 77004-1091 Phone: (713) 750-9514/9561

FAX: (713) 750-0041

120. DLA Energy Americas West ATTN: Quality Manager 5 3171 N Gaffey Street San Pedro, CA 90731-1099 Phone: (310) 241-2806/2807

FAX: (310) 241-2836

200. DLA Energy Europe and Africa

Military Mailing Address:

DLA Energy Petroleum Lab ATTN: Quality Manager 5

CMR 422

APO AE 09067-0422

Phone: 49-631-3406-2285/2286 6

FAX: 49-631-3406-2289 6

Commercial Shipping Address:

DLA Energy Petroleum Lab ATTN: Quality Manager Bldg. 320, Rhine Ordinance Barracks Am Opelkreisel 67663 Kaiserslautern, Germany

300. DLA Energy Pacific ATTN: Quality Manager 5 1025 Quincy Avenue, Building 479, Suite 2000 Pearl Harbor, HI 96860-4512 Phone: (808) 473-4307/4287

FAX: (808) 473-4232

400. DLA Energy Middle East ATTN: Quality Manager 5 PSC 851, Box 180

FPO AP 09834-2800

Phone: 973-1785-6493 6

FAX: 973-1785-4650 6

[Location: Bahrain]

5 Designated location of the DLA Energy Regional Quality Manager/Pre-Award Survey Monitor.

6 Dial 011 before these numbers when calling from the U.S. When calling these numbers from outside the U.S., use the appropriate international long distance prefix for the country where the call originates.

E35 NONCONFORMING SUPPLIES AND SERVICES (DLA ENERGY DEC 2011)

(a) DEFINITION: As used in this contract provision:

Deviation is defined as a written authorization granted after contract award and prior to manufacture of an item, to depart from a particular performance or design requirement of a contract, specification, or referenced document, for a specific number of units or specific period of time, normally the duration of the contract.

Extraordinary situation means the matter cannot await resolution until the next DLA Energy business day (0800 to 1630 hours EST, Monday through Friday, Federal Holidays excluded).

Waiver is defined as a written authorization granted after contract award to accept a configuration item or other

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designated item which, during production or after having been submitted for inspection, is found to depart from specified requirements, but nevertheless is considered suitable for use “as is” or after repair by an approved method.

Approval is on a case-by-case basis and is normally for a set period of time.

(b) The Government may, at its discretion, accept nonconforming supplies or services. In such cases, the Contractor must obtain a deviation or waiver from the Contracting Officer prior to acceptance.

(c) The following procedures shall be used to request a deviation or waiver.

(1) Requests for deviations and waivers shall be submitted by the Contractor to the Contracting Officer with a copy to the appropriate Inspection Office referenced in the LIST OF INSPECTION OFFICES FOR DLA ENERGY CONTRACTS or QUALITY REPRESENTATIVE contract provision of this contract. Each request shall provide the following information: Contractor name; name and contact information of the contractor’s authorized negotiator; contract number; contract line item number and product nomenclature, clause or contract provision number, paragraph and subparagraph, as appropriate; the nature of the request; the reason for the request; the corrective action being taken by the Contractor to correct and prevent recurrence of the condition(s) causing the nonconformance; and an agreement to pay an equitable price reduction, estimated and proposed by DLA Energy, over and above the administrative fee, contingent on the impact of the specific circumstances on DLA Energy relative to approval of the deviation or waiver.

(2) In extraordinary situations, the Contractor may initially submit a verbal request for a waiver, but not a deviation, to the Contracting Officer. Written requests shall be submitted to the Contracting Officer by the next DLA Energy business day (0800 to 1630 hours EST, Monday through Friday, Federal Holidays excluded). If the Contracting Officer cannot be reached, the Duty Officer shall be contacted to provide the necessary information to the proper individuals as soon as possible. The Duty Officer's telephone number is (800) 286-7633 or (703) 767-8420.

(3) If a deviation or waiver is granted, the contract will be modified to accept the nonconforming supplies or services and to require the Contractor to provide an equitable price reduction or other adequate consideration commensurate with the deviation or waiver being granted. If the situation warrants, a deviation or waiver may be granted without prior agreement on price reduction or other consideration, subject to agreement by the Contractor, or its representative, to subsequent negotiation. Such an agreement, in addition to a brief description of the terms of the deviation or waiver, shall be documented on the shipping document or other appropriate correspondence. After negotiations, failure to agree on adequate consideration shall be a dispute concerning a question of fact within the meaning of the Disputes paragraph of the CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS contract provision of this contract.

(4) If a deviation or waiver is granted and the nonconforming supplies are accepted, then in no event will consideration be less than $500, which covers administrative costs, plus any additional cost of Government reinspection or retest, if necessary.

(5) If a deviation or waiver is granted modifying this contract, but the supplies accepted are subsequently determined to be in conformity with contract specifications, the Contractor shall still be obligated to pay the consideration originally agreed upon in support of the deviation or waiver. If, however, this consideration exceeds $1000, a second contract modification shall be issued reducing the Contractor's obligation to $1000 (the administrative cost of issuing the two required modifications), plus, if appropriate, any cost of Government reinspection or retest performed as a result of the deviation or waiver being granted.

(d) When notification of nonconforming supplies is received after the supplies have been accepted, and the Government determines not to exercise its right to reject or to require correction under the INSPECTION OF SUPPLIES – FIXED- PRICE, INSPECTION OF SERVICES – FIXED PRICE, or CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS contract provision, then in no event will consideration be less than $500 to cover administrative costs. This $500 fee is in addition to—

(1) Consideration commensurate with the extent of nonconforming supplies; and

(2) Cost of Government reinspection or retest, if necessary.

The administrative fee will apply to each claim letter issued for off-specification product delivered to an activity.

(e) Contractors shall be held responsible for payment of any fines or penalties imposed on a receiving activity by an environmental enforcement agency, resulting from the delivery of nonconforming supplies under a DLA Energy contract.

(f) Repeated tender of nonconforming supplies or services, including those with only minor defects, will be discouraged by appropriate actions, including, but not limited to, rejecting the supplies or services whenever feasible and documenting the Contractor's performance records.

E37 SOURCE RESTRICTION AND SOURCE INSPECTION (PC&S) (DLA ENERGY DEC 2011)

(a) SOURCE RESTRICTION.

(1) If the Contractor delivers any product that is determined to be off-specification, the Contracting Officer (CO) shall thereafter have the right, upon giving written notice, to require the Contractor to designate a single source of supply for each destination set forth in the contract. Upon receiving such notice, the Contractor shall have 10 days to respond, in writing, after which time the source restriction will become effective.

(2) In addition to the name of a single source of supply, the Contractor must provide the address of the terminal or loading point to be used in drawing the requirements for each item in the contract.

(3) The Contractor may change suppliers only after requesting and receiving the express written approval of the CO.

(b) SOURCE INSPECTION.

(1) If serious quality problems arise or if a quality problem recurs, for which the Contractor was supposed to have taken corrective action, the CO shall, in addition to source restriction, have the right to change the inspection point from destination to origin (source) by advising the Contractor in writing. Source inspection will become effective 10 days after written notice has been received by the Contractor.

(2) At the time the change becomes effective --

(i) All appropriate contract provisions relating to origin inspection shall be incorporated into the contract for the item(s) involved;

(ii) Source restriction, if not already in force, will be invoked for all items involved, in accordance with (a) above; and

(iii) The cognizant DLA Energy field office, upon receiving written notification by the CO, will become the office responsible for inspection at the origin loading or filling point for providing necessary field assistance.

(c) Failure to provide the information requested or to take prompt corrective action may result in the item(s) and/ or contract being terminated for default.

SECTION F: DELIVERIES OR PERFORMANCE

FAR 52.211-16 VARIATION IN QUANTITY (APR 1984)

(a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has

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been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph(b) of this clause.

(b) The permissible variation shall be limited to:

10 Percent increase 10 Percent decrease This increase or decrease shall apply to Each Delivery Order.

FAR 52.247-34 F.O.B. DESTINATION (NOV 1991)

(a) The term “f.o.b. destination,” as used in this clause, means-

(1) Free of expense to the Government, on board the carrier’s conveyance, at a specified delivery point where the consignee’s facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and

(2) Supplies shall be delivered to the destination consignee’s wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or “constructive placement” as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including “piggyback”) is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item568 of the National Motor Freight Classification for “heavy or bulky freight.” When supplies meeting the requirements of the referenced Item568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than carload shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

(b) The Contractor shall- (1)

(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

(5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(6) Pay and bear all charges to the specified point of delivery

F1.01-1 DELIVERY CONDITIONS FOR TRANSPORT TRUCKS, TRUCKS AND TRAILERS, AND TANK WAGONS (DLA ENERGY JAN 2012)

IMPORTANT NOTE on EPA TESTING OF UNDERGROUND TANKS. If the "volumetric" method is used for annual EPA testing of underground tanks, the "topping off" of tanks for this test is outside the scope of DLA Energy requirements contracts.

(a) F.O.B. ORIGIN. On items calling for delivery at Contractor's refinery, terminal, or bulk plant f.o.b. transport truck, truck and trailer, or tank wagon—

(1) Supplies ordered hereunder shall be delivered, at Contractor's expense, into equipment specified in the Schedule.

(2) Unless otherwise specified in the Schedule, all deliveries shall be made on the day specified in the delivery order unless otherwise authorized by the receiving activity during normal working hours of such activity, provided that the Contractor shall have received the order at least 48 hours prior to the day so specified.

(b) F.O.B. DESTINATION. On items calling for delivery f.o.b. destination by means of transport truck, truck and trailer, or tank wagon--

(1) The Contractor shall not be required to deliver by transport truck or truck and trailer a quantity less than a full load nor into more than one storage tank, with the following exceptions:

(i) An order placed under an item of this contract calling for delivery by transport truck of motor gasoline, fuel oil, diesel fuel, or kerosene, or, if this procurement is for Central America only, jet fuel, may require delivery of a quantity as low as 5,200 gallons whenever the activity is restricted either by a tank capacity or by a directive from receiving a larger quantity; and

(ii) Where the Schedule provides for multiple drop deliveries, the Contractor may be required to deliver into more than one storage tank. Where truck and trailer is the method of delivery specified, the Contractor may, at its option, make delivery by transport truck. In the case of deliveries in Alaska, where truck and trailer or transport truck is the method of delivery specified, the Contractor may, at its option, make delivery by tank wagon.

(2) Unless otherwise specified in the Schedule, all deliveries shall be made on the day specified in the delivery order unless otherwise authorized by the receiving activity during normal working hours of such activity, provided that the Contractor shall have received the order at least 48 hours prior to the day so specified.

(3) The Contractor shall not be required to deliver by tank wagon a quantity of less than 575 liters (or 150 gallons) but, at the Government's option, may be required to deliver into more than one storage tank.

(4) When delivery is made by tank wagon, such wagon shall be equipped with pump, meter, and a minimum of 100 feet (30 meters) of hose. Where delivery is made by transport truck or truck and trailer, such delivery equipment shall be equipped with a minimum of 15 feet of hose.

(5) When delivery is made by tank wagon, transport truck, or truck and trailer to a Government facility, the Contractor shall present delivery equipment and product in such condition at destination so as to permit complete off-loading within the prescribed free time.

(6) Unless otherwise provided in the Schedule, free time for unloading trucks, transport trucks, or trucks and trailers shall be unlimited.

(7) When delivery is made by tank wagon, transport truck, or truck and trailer to a Government facility—

(i) The Contractor shall provide properly maintained delivery equipment and properly trained delivery personnel to reasonably assure that delivery can be made without damage to vegetation and asphalt pavement adjacent to storage facilities being filled.