Amendment 0002.doc

1. CONTRACT ID CODE

PAGE OF PAGES

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

4 Jan 2010

4. REQUISITION/PURCHASE REQ. NO.

5. PROJECT NO. (If applicable)

Defense Energy Support Center

8725 John J. Kingman Rd., Suite 4950

Ft. Belvoir, VA 22060-6222

JoAn Gherardini/DESC-PIB PP:1.8X

Phone: (703) 767-9522 Fax: (703) 767-8506

Email Address: joan.gherardini@dla.mil

9B. DATED (SEE ITEM 11)

Nov 20, 2009

10A. MODIFICATION OF CONTRACT/ORDER NO.

BIDDER CODE:

CAGE CODE:

10B. DATED (SEE ITEM 13)

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 Offers [] is extended [ X] is not extended.

Offers 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 1 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)

A. IMPORTANT: Contractor [] is not , or [X ] is required to sign this document and return 1 copies to the issuing office.

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

The purpose of this modification is to correct the errors made on the solicitation when issued on November 20, 2009 and to add an Offeror Submission Package (OSP) to fill out and send in in lieu of Offerors submitting the entire solicitation or cutting and pasting the certifications and fill-in clauses. For clarification, this will be a THREE (3) YEAR period of performance, NOT Five (5) YEARS.

CONTINUED ON PAGE 2

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

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

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

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

(Signature of Contracting Officer)

16C.DATE SIGNED

NSN: 7540-01-152-8070

30-105

STANDARD FORM 30 (REV. 10-83)

PREVIOUS EDITION UNUSABLE

Prescribed by GSA

SP0600-09-R-0200

AMENDMENT 0002

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2. The following errors on the solicitation are corrected as follows:

DELETED CLAUSES:

C1.02

DODISS SPECIFICATIONS (DESC OCT 2000)

F1.01

DELIVERY CONDITIONS FOR TRNASPORT TRUCKS, TRUCKS AND TRAILIERS AND TANK WAGONS

(DESC APR 1997)

I1.03-3 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (PC&S) (NON-PORTS INTERNET APPLICATION) (DESC MAR 2009) I1.04-1 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS – COMMERCIAL ITEMS (ALTERNATE I) (SEP 2009/FEB 2000)

L2.11-4

E-MAIL PROPOSALS (DESC APR 2005)

EMAIL PROPOSALS WILL NOT BE ACCEPTED.

CORRECTED CLAUSES:

In the following clauses, the correction are inserted by paragraph affected or sentence affected only.

The full text, as stated in the solicitation, will otherwise be in full force and effect as issued.

B1.05-2 SUPPLIES TO BE FURNISHED (OVERSEAS PC&S) (PORTS INTERNET APPLICATION) (DESC MAY 2001)

(a) The supplies to be furnished during the period specified in the REQUIREMENTS clause, the delivery points, methods of delivery, and estimated quantities are shown below. The quantities shown are best estimates of required quantities only. Unless otherwise specified, the total quantity ordered and required to be delivered may be greater than or less than such quantities. The Government agrees to order from the Contractor and the Contractor shall, if ordered, deliver during the contract period all items awarded under this contract. The prices paid shall be the unit prices specified in subsequent price change modifications issued in accordance with the ECONOMIC PRICE ADJUSTMENT clause.

(b) In an emergency, oral orders may be issued but must be confirmed in writing via a PORTS-generated order within 24 hours or one business day. See the PAPERLESS ORDERING AND RECEIPT TRANSACTION SCREENS (PORTS) INTERNET APPLICATION clause.

(c) Offers shall not be submitted for quantities less than the estimated quantities specified below for each line item. Offers submitted for less than the estimated quantities will not be considered for award, except for items specifically designated as THREE (3)-year requirements.

LOCATION:

750 LAJES FIELD

OS, USAF, 65 LOGISTICS READINESS SQUADRON FUELS MANAGEMENT

FLIGHTLAJES FIELD /LGSF

UNIT 8005

APO AE 09720

AZORES

DELIVERY DODAAC: FP4486

BILLING DODAAC : FP4486

ORDERING OFFICE : 011-351-29557 X 3522

ALT ORDERING OFFICE: DSN 314- 535-352

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B1.05-2 SUPPLIES TO BE FURNISHED (OVERSEAS PC&S) (PORTS INTERNET APPLICATION) (DESC MAY 2001) (Continued):

ITEM NO.

TYPE OF FUEL

3 YEAR TOTAL QTY

PRICE PER GALLON

750-DE

DIESEL FUEL, 10 PPM SULF (SFD)

540,000 GL

BARGE INTO PIPELINE.

**PORTS ACTIVE**

BARGE (BRG), (BARGE NOT TO EXCEED APPROX 400 FEET

& MUST HAVE BOW THRUSTERS & BE SELF-BERTHING) INTO PIPELINE.

PIPELINE IS POINT OF ACCEPTANCE.

THIS FUEL IS CAPITALIZED

REPORT TO USAF FUELS PERSONNEL BEFORE AND AFTER DELIVERY

FUEL LOADED ONTO BARGE MUST HAVE SPECIFICATION SHEET FOR ACTIVITY AT TIME OF DELIVERY.

NOTE: TYPICAL DELIVERY IS 150,000 GALLONS ONCE A YEAR. HOWEVER, SINCE THIS IS A REQUIREMENTS CONTRACT, THE ACTIVITY CAN NOT BE HELD TO THIS HISTORICAL DATA AND THERE IS NO LIFT GUARANTEE.

ITEM NO./METHOD OF DELIVERY

TYPE OF FUEL

3 YR TOTAL QTY

PRICE PER GALLON

750-EG

GASOLINE, PREM (ULG) 900,000 GL

BARGE INTO PIPELINE

**PORTS ACTIVE**

BARGE (BRG), (BARGE NOT TO EXCEED APPROX 400 FEET

& MUST HAVE BOW THRUSTERS & BE SELF-BERTHING) INTO PIPELINE.

PIPELINE IS POINT OF ACCEPTANCE .

PIPELINE CARRIES FUEL TO SOUTH TANK FRAM AT PORT OF PRAIA DA VICTORIA.

THIS FUEL IS CAPITALIZED

REPORT TO USAF FUELS PERSONNEL BEFORE AND AFTER DELIVERY

FUEL LOADED ONTO BARGE MUST HAVE SPECIFICATION SHEET FOR ACTIVITY AT TIME OF DELIVERY.

NOTE: TYPICAL DELIVERY IS 300,000 GALLONS ONCE A YEAR. HOWEVER, SINCE THIS IS A REQUIREMENTS CONTRACT, THE ACTIVITY CAN NOT BE HELD TO THIS HISTORICAL DATA AND THERE IS NO LIFT GUARANTEE.

B19.02

ECONOMIC PRICE ADJUSTMENT (OVERSEAS) (DESC MAY 2007))

(f) UPWARD CEILING ON ECONOMIC PRICE ADJUSTMENT. The Contractor agrees that the total increase in any contract unit price pursuant to these economic price adjustment provisions shall not exceed 575% (percent) of the award price, except as provided hereafter.

I1.04-1

CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS – COMMERCIAL ITEMS (ALTERNATE I) (SEP 2009/FEB 2000)

[ X ](39) 52.232-33, Payment by Electronic Funds Transfer – Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

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F4

DELIVERY AND ORDERING PERIODS (DESC JUN 2002)

(a) The period of this contract during which the Ordering Officer may order and the Contractor shall deliver, if ordered, will be as follows unless the Schedule specifies otherwise:

(1) Ordering period begins: 1 JULY 2010 and ends: 30 JUNE 2013.

(2) Delivery period begins: after 1 July 2010 (for delivery at time negotiated with designated Ordering Officer .Contractor will formally acknowledge orders via email and copy DESC-PIB Contract Administrator) and ends: 30 JULY 2013.

(b) Notwithstanding the foregoing, deliveries prior to the delivery period, made at the option of the Contractor and pursuant to an order by the Government, shall be deemed to have been made under this contract at the applicable contract price(s).

(DESC 52.242-9F75)

F30.01

ORDERING AND PAYING OFFICERS (OVERSEAS PC&S) (DESC APR 1998)

(a) Ordering and Paying Officers under the contract are as indicated below:

ITEM NO.

ORDERING OFFICER

PAYING OFFICER

750-DE & 750-EG DESC-EUROPE

DFAS COLUMBUS

Mr. Hauke Dins

ATTN: DFAS-BVDFBCC

DESC Europe

FUELS ACCOUNTING &

Inventory Management Branch

PAYMENTS DIVISION

Senior Technical Advisor

P.O. BOX 182317

Tel: +49-631-3406-4281

COLUMBUS, OH 43218-6251

Fax: +49-631-3406-4307

Cell: +49-162-296-5816

NOTE: The DESC Inventory Senior Technical Advisor will place the order with the Contractor on behalf of the U.S. Air Force.

(b) The Commanding Officer or his designated representative of the cognizant requiring activity is authorized to make any necessary changes to this listing, or make additional assignments for requirements not covered by the foregoing. Such changes or assignments shall be made by written notification to the Contractor, with a copy to the Contracting Officer.

(c) If Ordering and Paying Officers cannot be ascertained under (a) or (b) above, the following activities, as applicable, should be contacted:

(DESC 52.216-9FK5)

I211

ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 1 JULY 2010 through 30 JUNE 2013.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(FAR 52.216-18)

ADDED CLAUSES:

E1

CONTRACTOR INSPECTION RESPONSIBILITIES (DESC NOV 2008)

(a) QUALITY CONTROL PLAN.

(1) The Contractor is required (unless otherwise instructed by the Government) to provide and maintain an inspection system and a written description (Quality Control Plan (QCP)) acceptable to the Government.

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The Contractor has the option to provide and maintain an inspection system that, as a minimum, incorporates the requirements of: Q91 (ISO9001) Quality Management Systems – Requirements, or Q92 (ISO9002) Quality Systems – Model for Quality Assurance in Production, Installation, and Servicing. If the Contractor chooses to comply with the Q91 or Q92 quality system format, all the specific Quality Assurance Provisions of this contract must be included in the Q91, Q92 written quality plan. The QCP shall be presented to the Quality Representative (QR) for their review and acceptance prior to commencement of production or services. The copy of the QCP provided to the QR shall be in English. An acceptable QCP is required prior to Government inspection and acceptance of supplies or services. The QCP shall be reviewed and updated when deemed necessary. It will be updated anytime changes are made to the inspection system or as necessitated by quality problems. The Contractor must sign and date the original QCP, as well as each subsequent revision. Revisions shall also be presented to the QR for review and acceptance prior to implementation.

(2) The Contractor shall require subcontractors (unless otherwise instructed by the Government) to provide and maintain inspection systems and QCPs that are acceptable to the Government, and to adhere to all the requirements in this clause applicable to those inspection systems and QCPs.

(3) The QCP shall include an identification of key operational positions, a schematic diagram of plant facilities pertinent to the inspection system indicating all inspection points, and a description covering the following operations relating to the supplies or services to be furnished under the contract:

(i) RECEIVING. Procedures used to assure quality of additives blended into product supplied under this contract;

(ii) BLENDING AND COMPOUNDING. Procedures to identify and ensure quality of component base stocks used to produce finished product. Procedures to be used for adding, prior to batching, all required additives at all locations. When procedures for in-line blending of non-aviation products in accordance with the IN-LINE BLENDING OF NON-AVIATION PETROLEUM PRODUCTS clause are used, the QCP will provide for establishing blend ratios, and identify the responsible personnel within the Contractor's organization authorized to establish the blend ratios. When line injection of additives is required by the contract, the QCP will provide procedures for proportionately injecting additives throughout the entire loading process to ensure the additive is homogeneously blended into the product, as well as procedures for maintaining records evidencing the homogeneous blending of all line injected additives. In addition to the testing in (iv) below, a laboratory hand blend of jet fuel with all additives required by the contract shall be tested, prior to shipment, to verify compliance with the specification;

(iii) SAMPLING. Procedures for sampling additives, blend tanks, shipping tanks, lines, and conveyances/containers in accordance with API Manual of Petroleum Measurement Standards (MPMS), Chapter 8, Section 1, (ASTM D 4057) Manual Sampling of Petroleum and Petroleum Products, and/or Section 2, (ASTM D 4177) Automatic Sampling of Liquid Petroleum and Petroleum Products. Procedures include location of sample taken, frequency, quantity, minimum tests required on sample, and sample retention procedures. NOTE: For f.o.b. origin tanker, barge, and pipeline shipments, a flow-proportional sample taken in accordance with MPMS Chapter 8, Section 2, is required at the custody transfer point. For other than f.o.b. origin shipments, automatic in-line sampling is preferred at the custody transfer point, but representative samples taken in accordance with MPMS Chapter 8, Section 1, are acceptable. See Table I, Minimum Sampling and Testing Requirements, and Table II, Sample Retention, below;

(iv) TESTING. Types of tests, see Table III, Definitions of Test Series, below, and individual test methods/procedures to be performed on samples taken from each location identified in (iii) above;

(v) CALIBRATION. Program for testing and measuring equipment in accordance with ISO 10012, Measurement Management Systems – Requirements for Measurement Processes and Measuring Equipment, or equivalent local regulation, as appropriate; and, a program for meters used to determine quantity complying with the API MPMS, Chapters 4, 5, and 6, or equivalent foreign standard. For items not covered by API, ASTM, or IP publications, the applicable manufacturer's recommended calibration method(s), outlined in the applicable industry publication, shall be used if acceptable to the Government;

(vi) STORAGE AND HANDLING. Procedures for quality/quantity determination and maintenance of physical equipment necessary to ensure product integrity. Includes a description of storage and handling equipment, such as tanks, lines, valves, and manifolds; identification of dedicated/common product systems, including description of line segregation and controls to assure capability for proper gauging, sampling, draining of water, filtration, circulation, and drying; and identification of any other process/system used in maintaining product integrity during storage and handling;

(vii) LOADING AND SHIPPING – GENERAL. Procedures for product movement and related quality/quantity checks from shipping tank(s) to custody transfer point, in order to maintain product integrity. Provide description of transfer system from shipping tank to transfer point. A dedicated system, including pumps, loading arms, and hoses, is preferred, but an isolated common system incorporating blind flanges, spectacle plates, or double valves between systems is acceptable, and single valves designed to provide the same protection, such as twin seal single

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valves, are also acceptable, if positive isolation is assured. Systems with single valve (other than twin seal) isolation require specific procedures be included in the QCP to assure product integrity after the last single valve and prior to the acceptance point. When single valves (other than twin seal) are present in the system, the Contractor shall provide their quality control procedures from the first single valve to the custody transfer point at time of bid to the contracting officer for determination of acceptability. When a common system is to be used, the Contractor shall provide a list of all products carried by that system during the past year to the Contracting Officer, at the time of bid, for determination of acceptability. Procedures for conditioning and testing of isolated systems that last carried a product other than that intended for movement under this contract . For in-line blending of non-aviation products, where approved in this contract, requirements must comply with the IN-LINE BLENDING OF NONAVIATION PETROLEUM PRODUCTS clause;

(viii) LOADING AND SHIPPING – TANK CARS, TANK TRUCKS, AND INTERMODAL CONTAINERS. Procedures for inspecting conveyances prior to loading to determine quality/quantity suitability to load as follows: All compartments have been prepared in accordance with Table IV, Conversion Chart for Tank Cars, Tank Trucks, and Intermodal Containers, below. Preparation requirements include hoses. Conveyances carrying lubricating oil will be dry and free from loose rust, scale, and dirt. Conveyances carrying other products will be dry and substantially free from loose rust, scale and dirt. [Procedures to confirm, prior to loading, quality and quantity of product in conveyance when requested by the ordering office to "load on top." Reject conveyance if product cannot be identified or product on board does not meet specification of intended load product. Provide for documentation of load on top occurrences for volume of product prior to load, loaded quantity, and total volume on board the conveyance. Confirm quality and quantity of loaded conveyance.] Provide for investigating discrepancies in either recorded quality or quantity. When required by the contract, seal conveyance and record seal numbers on the shipping document. Strainers and filters shall be located as near the loading or filling point as practicable and shall be used as outlined below for all deliveries except deliveries into tanker, barge, or pipeline.

(A) All aviation fuel shall be passed through strainers of 100 mesh or finer screen;

(B) All lubricating oil products, including preservatives, having a kinematic viscosity of 20.0 centistokes or less at 100 degrees Fahrenheit shall be passed through a 100 mesh or finer screen;

(C) All lubricating oil products, including preservatives, having a kinematic viscosity greater than 20.0 centistokes at 100 degrees Fahrenheit, but less than 22.0 centistokes at 210 degrees Fahrenheit, shall be passed through a 60 mesh or finer screen; and

(D) The Contractor shall furnish and periodically inspect strainers and filters pursuant to this paragraph to determine condition and perform maintenance as necessary, keeping a written record thereof.

(ix) LOADING AND SHIPPING – TANKERS AND BARGES.

(A) For f.o.b. destination Contractor-supplied tankers/barges. Procedures for the preparation of vessels that ensure they are suitable to load the intended product. As a minimum, f.o.b. destination Contractors must ensure that all cargo systems on the vessel intended for loading product under this contract, to include tanks, lines, manifolds and pumps, are washed, gas freed, and inspected. Each cargo tank shall be internally inspected from bulkhead to bulkhead. All water, washings, and sediment must be removed from the cargo tanks and there shall be no loose or flaking coating. A written report of the vessel preparation and internal tank inspection must be provided to the Contracting Officer and the DESC inspection office designated in the LIST OF INSPECTION OFFICES FOR DESC CONTRACTS clause before the vessel arrival at destination. These procedures and others deemed necessary by the Contractor shall be included to ensure that the product meets the specification requirements at the custody transfer point.

(B) For f.o.b. origin Government- supplied tanker/barges. Procedures for maintaining time log of all significant events/delays including vessel notice of readiness, vessel arrival, mooring, vessel deballasting, inerting and conditioning of cargo tanks, inspections, hose connections and disconnections, starts, stops, release, or any other event that affects laytime of the vessel. Procedures for assuring condition of loading line (full of tested product, all air bled, and pressure packed) and gauging shore tanks, both before and after loading. In the event an automated metering system is to be used as the means of shore quantity determination, manual gauges of all storage tanks designated for shipment shall be taken prior to commencement of loading. Procedures for preload discussion between Contractor, vessel, and QR to include, but not be limited to, prior two cargoes, cleaning procedures, loading plan, loading rates, sampling requirements, and after loading sampling and gauging. [Prior to loading - sample, gauge and test intransit cargoes designated for load on top. Sample (1 gallon), gauge, and retain any other product on board, except for JP7 or JPTS.] All cargo quantities will be calculated and volume corrected both before and after loading. Procedures for commencement of loading into one tank (up to 3 feet) then switching to at most two other vessel tanks while first-in sampling and testing is being accomplished (Table I). Procedures for the transportation of samples from vessel to the testing facility. Monitoring the loading (including line blending and additive injection) from source to vessel, investigating irregularities immediately and stopping loading, if necessary. Procedures for investigating

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discrepancies in quality (mandated if off-specification or out of testing tolerance) and quantity (mandated if ship to shore variance is greater than 0.5 percent or figures suspect) on loaded conveyance.

(C) For both f.o.b. origin and destination supplied tankers/barges. Procedures for immediately notifying the QR when irregularities occur or are suspected and on all occasions when loading is interrupted. Authority to release a Government-furnished vessel rests with the Government QR after compliance and completion by the Contractor of all required operations, including the preparation of the DD Form 250-1.

(x) RECORDS AND REPORTS. Procedures for completing and distributing required documentation both prior to and after the release of the vessel. Documentation shall include, as a minimum, test reports for all products and additives, additive blending and/or injection records, vessel notice of readiness, customs documents, bills of lading, vessel ullage reports, and the DD Form 250/DD Form 250-1 and continuation sheet(s) (or the Paperless Ordering and Receipt Transaction System [PORTS] or equivalent). Other documentation may be required on an as needed basis, such as vessel port logs, calibration records, and results of quality or quantity discrepancy investigations. These records and reports will include by whom, where, and how prepared, and retention information. The DD Form 250-1 and DD Form 250-1 continuation sheet(s) will be signed by the Contractor and the vessel representative in the appropriate blocks before presenting them to the QR for signature. The DD Form 250 and DD Form 250-1 shall identify the type, brand name, and amount of all additive(s).

(xi) CORRECTIVE ACTION. Actions to be followed to effect correction of any deficiency affecting product quality or quantity determination, such as handling of off-specification product (waivers, conveyance rejections, etc.). The corrective action procedures shall include notification of the QR.

(4) The QCP shall identify one individual to serve as a point of contact for quality/quantity matters relating to the inspection system described in the plan.

(5) The Contractor is responsible for all inspection systems, QCPs, and product quality and quantity.

(6) The Government QR will be available to review and discuss the Contractor's proposed QCP; however, the Contractor shall remain responsible for developing and describing acceptable quality control procedures.

(b) The Contractor shall perform all inspection and acceptance tests required by the specifications of the supplies to be furnished under this contract or shall have such tests performed in a laboratory acceptable to the Government. When such tests are performed at origin on supplies to be accepted at destination, documentation that will enable verification of the original test results shall be provided to the Government at the time of acceptance. Regardless of the method of delivery, products furnished under this contract must meet all specification requirements at the Custody Transfer Point (CTP).

(c) The Contractor may inspect Government-furnished tankers and barges prior to loading unless specifically prohibited by the Government QR. All other shipping conveyances, exclusive of tankers or barges, shall be inspected by the Contractor prior to loading to determine suitability for loading. If the Contractor and the QR disagree as to the suitability for loading of Government furnished conveyance for supplies to be accepted at origin, the determination of the QR shall govern. If the SHIPMENT AND ROUTING clause is included in the contract, Government-furnished transportation equipment that is unsatisfactory for loading shall be reported by the Contractor in accordance with the provisions contained in that clause. Procedures to determine suitability to load tank trucks and tank cars shall include, but not be limited to, visual inspection of interior compartments to assure cleanliness and dryness. Manifolds must be drained and be clean and dry for the intended product.

(d) When requested by the U.S. Government, the Contractor shall furnish no more than five (ten in the case of jet fuel) 1-gallon samples of liquid product or five 1-pound samples of solid or semi-solid product from any individual batch or lot of the supplies to be furnished under this contract. Such samples shall be furnished without charge to the Government and shall be packed, marked, and shipped by the Contractor, at their expense.

(e) The Contractor shall keep all quality and quantity records, including DD Form 250-series documents, complete and available to the Government during the performance of this contract and for three years after final payment under this contract.

(f) Immediately following award of this contract, the Contractor shall notify the QR of the source or sources of the supplies to be furnished under any item calling for delivery f.o.b. destination. The Contractor shall also notify the QR of any changes in source in sufficient time to permit inspection by the Government.

(g) The inspection system and related operations provided or performed pursuant to this clause shall be subject to surveillance by the QR.

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TABLE I

MINIMUM SAMPLING AND TESTING REQUIREMENTS (1)

LOCATION

(SERIES OR INDIVIDUAL)

1. Refinery/Terminal

(Each Shipping Tank) Each Batch Prior to Start of Shipment

2. All Modes

(Shipping Line)

Dedicated Line

Common Line Prior to Loading/Shipping

Spot

C

B

3. All Modes (except Tank Truck)

(Custody Transfer Point)

4. Tanker/Barge or Pipeline

(Custody Transfer Point)

[See Note, Paragraph E1(a)(3) (iii)] Retain Only

5. Tanker/Barge/Pipeline

(Custody Transfer Point) Hourly During Loading/

Shipping

6. Tanker/Barge

(First-In)

7. Tanker/Barge (f.o.b. origin only)

(Each Compartment)

(Composite) After Loading

All-Level or Multi-Level Composite

Multi-Tank Composite of Each Product Loaded Workmanship & Density. For JP5, flash point must also be performed.

B (except gum for jet) (except carbon residue for diesel/kerosene)

8. Tanker/Barge (f.o.b. destination only)

(Each Compartment)

(Composite)

Multi-Tank Composite of Each Product to be Discharged Workmanship & Density. For JP5, flash point must also be performed.

A

9. Tank Car/Truck

(Loading Rack)

10. Tank Cars/Tank Truck/

Intermodal Container

NOTES FOR TABLE I:

(1) AT THE GOVERNMENT'S OPTION, FULL SPECIFICATION TESTING MAY BE REQUIRED AT THE CUSTODY

TRANSFER POINT. IT IS THE CONTRACTOR'S RESPONSIBILITY TO FURNISH THE GOVERNMENT WITH

SATISFACTORY EVIDENCE OF SPECIFICATION COMPLIANCE.

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(2) AFTER TYPE C TESTS ON SEPARATE UPPER, MIDDLE, AND LOWER SAMPLES VERIFY BATCH CONFORMANCE TO

THE HOMOGENEITY REQUIREMENT. HOMOGENEITY IS DEFINED AS WHEN THE UPPER, MIDDLE,

AND LOWER SAMPLE TEST RESULTS (MINIMUM - DENSITY/API GRAVITY) ALL FALL WITHIN THE

REPRODUCIBILITY LIMIT ESTABLISHED BY THE TEST METHOD(S).

(3) CONTINUOUS IN-LINE ANALYZERS (I.E., DENSITY AND/OR FLASH POINT) ARE ACCEPTABLE, IN LIEU OF

HOURLY EVALUATIONS, IF QUALITY IS ASSURED. WHEN CONTINUOUS IN-LINE ANALYZERS ARE PRESENT

IN THE SYSTEM, THE CONTRACTOR SHALL PROVIDE ITS QUALITY CONTROL PROCEDURES AT TIME OF

OFFER TO THE CONTRACTING OFFICER FOR DETERMINATION OF ACCEPTABILITY.

(4) TESTING FOR PARTICULATE CONTAMINATION SHALL BE REQUIRED BY THE GOVERNMENT IF VISUAL

EXAMINATION OF THE SAMPLE FAILS WORKMANSHIP FOR SEDIMENT/SUSPENDED MATTER.

TABLE II

SAMPLE RETENTION

LOCATION

2. Drummed Additives

Lubricating Oils

10 Liters - for all other Fuels 45 Days

4. Tanker/Barge/Pipeline

(Composite Line)

20 Liters - for Aviation Fuels and

Lubricating Oils

10 Liters - for all other Fuels 45 Days

5. Tanker/Barge

(Composite) 20 Liters - for Aviation Fuels and

Lubricating Oils

10 Liters - for all other Fuels 45 Days

6. Tanker/Barge

(Each Compartment)

7. Tank Car/Tank Truck/Rail

Car//Intermodal Container

(Lubes – 45 days)

NOTES FOR TABLE II:

(1) UNLESS OTHERWISE NOTED, THE RETENTION PERIOD SHALL BE FOR THE STATED NUMBER OF DAYS AFTER

THE SAMPLE HAS BEEN TAKEN FROM THE LOCATION INDICATED.

(2) IF THE CONVEYANCE IS COMPARTMENTALIZED, A PROPORTIONAL SAMPLE SHALL BE TAKEN FROM EACH

COMPARTMENT SUCH THAT A TOTAL OF ONE LITER IS COLLECTED FROM THE CONVEYANCE.

TABLE III

DEFINITIONS OF TEST SERIES

I.

TYPE A:

Includes all specification quality conformance tests plus any additional contractual requirements.

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II.

TYPE B & C:

As shown in the table below for each product. Properties and test methods will be in accordance with the product specification for each grade identified in the solicitation/contract.

KEROSENE

* (3)

Filtration Time

Density or API Gravity or Specific Gravity

Carbon Residue

* (5)

Freeze Point

Flash Point

FSII Content

Microseparometer

Conductivity

Sediment & Water

Viscosity

Water Content

Water Tolerance

* (2)

Foam Test

* THE PROCEDURE TO BE USED FOR CONDUCTING THESE TESTS WILL BE AS STATED IN THE APPROPRIATE

PRODUCT SPECIFICATION AND/OR CONTRACT.

NOTES FOR TABLE III:

(1) ONLY ASTM D 892 SEQUENCES 1 AND 2 SHALL BE PERFORMED.

(2) GASOHOL ONLY.

(3) F76 ONLY.

(4) GRADES 1, 2, AND 4 (L) ONLY.

(5) JP4 ONLY.

SP0600-09-R-0200

AMENDMENT 0002

PAGE 11 OF18

TABLE IV

CONVERSION CHART FOR TANK CARS, TANK TRUCKS, AND INTERMODAL CONTAINERS (1)

PRODUCT TO BE LOADED

LAST

PRODUCT

CARRIED (2)

JP-4

JET B

MOGAS

GASOHOL

E85

AVGAS

JP-5

JP-8

JET A/A1

DF-W

KSI/R, KSN

F76 , MGO

LS-1/2/S/W

DS-1/2/S/W

HS-1/2,

FS-1/2

BIODIESEL

FS-4/5/6

FL-4/5

RF-4/5/6

R5L

IFO

LUBRICATING

OILS

JP-4, JET-B

MOGAS

GASOHOL

E85, AVGAS

DRAIN

EMPTY

STEAM

DRY

STEAM

DRY

DRY

JP-5, JP-8,

JET A/A1

DF-W,

KS1/R, KSN

DRAIN

EMPTY

DRAIN

DRAIN

DRY

F-76, MGO

LS-1/2/S/W

DS-1/2/S/W

HS-1/2, FS-1/2

BIODIESEL

STEAM

DRY

DRAIN

(3)

DRAIN

EMPTY

(3)

DRY (3)

FS-4/5/6, FL-4/5

RF-4/5/6, R5L

IFO

LUBRICATING

OILS

EMPTY (3)

JPTS, RP-1,

RP-2

DRAIN

EMPTY

DRAIN

EMPTY

DRAIN

EMPTY

DRY

DRY

EMPTY

DRAIN

EMPTY

DRAIN

EMPTY

DRY

NOTES FOR TABLE IV:

(1) WHEN REQUIRED, “DRAIN EMPTY” INCLUDES THE PUMP(S), FILTER(S), METER(S), AND HOSE(S), AS APPLICABLE.

(2) IF A PRODUCT IS NOT LISTED IN THIS COLUMN, PERMISSION TO LOAD AND CONVEYANCE PREPARATIONS REQUIRE A WAIVER FROM THE DESC CONTRACTING OFFICER.

(3) APPLICABLE ONLY WHEN LOADING THE SAME SPECIFICATION LUBRICATING OILS; OTHERWISE, STEAM AND DRY.

(4) IF PREVIOUS CARGO CONTAINED DYE MARKER AND PRODUCT TO BE LOADED DOES NOT CONTAIN DYE, ALL TRACES OF COLOR MUST BE REMOVED.

(DESC 52.246-9F75)

SP0600-09-R-0200

AMENDMENT 0002

PAGE 12 OF18

E4

INSPECTION (DESC AUG 2009)

(a) INSPECTION. When Government inspection is required, it will be performed by the Quality Representative assigned responsibility over the location where loading takes place. In order that such inspection can be accomplished, the Contractor will provide the responsible Inspection Office, upon receipt of an order, with the following information, at least 5 days prior to shipment for domestic items and at least 14 days prior to shipment for overseas items;:

(1) Contract number, line item number, and order number;

(2) Nomenclature and specification of product;

(3) Date and time of shipment;

(4) Name and location of facility where loading will take place;

(5) Identity of conveyance and consignee; and

(6) Quantity to be shipped.

NOTE: For overseas shipments, more than 14 days notice may be required for some locations. If so, the responsible inspection office shall notify the Contractor, in writing, how much notice is required at such locations, and the Contractor shall provide that notice for the duration of the contract.

(b) INSPECTION OFFICES. The name and location of the responsible Inspection Office(s) will be furnished to successful offerors. A specific office may be designated for each loading location or a list of inspection offices and their areas of responsibility may be provided.

(DESC 52.246-9FJ1)

E5

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.

(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.

AMENDMENT 0002

PAGE 13 OF18

(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.

(FAR 52.246-2)

E12

POINT OF ACCEPTANCE (DESC MAY 1969)

On f.o.b. origin deliveries, acceptance of the supplies furnished hereunder will take place at origin, notwithstanding that inspection by the Government may take place elsewhere prior to acceptance. On f.o.b. destination deliveries, acceptance of the supplies furnished hereunder will take place at destination, notwithstanding that inspection by the Government may take place elsewhere prior to acceptance.

(DESC 52.246-9FQ1.

F16

BARGE UNLOADING CONDITIONS (DESC MAY 1998)

(a) On items calling for delivery f.o.b. destination by means of barge--

(1) The supplies ordered hereunder shall be delivered, all transportation charges paid, to the destination specified in the Schedule. Unless otherwise specified in the Schedule, orders placed under items of the Schedule calling for delivery f.o.b. destination by means of barge will be furnished the Contractor at least 24 hours, plus the normal barge running time from point of loading to the destination, in advance of the date on which delivery is to be made, which date is hereinafter referred to in this clause as the "scheduled delivery date." Each order will specify the quantity to be delivered and the scheduled delivery date. The scheduled delivery date may be changed by the Contractor at any time if the Ordering Officer approves.

(2) Within 3 hours after receipt of notice by the receiving activity from the Master or Mate of a tug or of a self-propelled barge of readiness to unload, the Government will provide, free of cost, a reachable safe berth for the tug and tow or self-propelled barge to be afloat at all times at the unloading port: PROVIDED, however, that if the receiving activity does not receive notice of a barge's readiness to unload within 24 hours before or after noon of the latest approved scheduled delivery date, the Government will be allowed 12 hours after receipt of notice within which to provide a berth.

PAGE 14 OF18

(3) Unless otherwise provided in the Schedule, the Government shall be allowed and will complete unloading within laytime determined as follows: 1 hour for each 2,000 barrels of supplies to be unloaded, plus 1 1/2 hours; PROVIDED, however, that if the condition or facilities of the barge to be unloaded do not permit unloading within the number of hours so determined, such allowed laytime shall be increased by a number of hours sufficient to permit the unloading of the barge; PROVIDED, further, that when the barge is delayed in reaching its berth within 3 hours or 12 hours, as the case may be, from the time notice of readiness to unload is given, and the delay is caused by the fault of the barge, such allowed laytime shall be increased by the duration of such delay; and PROVIDED, further, that if regulations of the owner or operator of the barge or Port Authorities prohibit unloading at any time, time so lost shall be added to the amount of such allowed laytime. Laytime shall commence either--

(i) At the expiration of the notice period prescribed by (2) above (the 3 hours' or the 12 hours' notice, as the case may be), berth or no berth; or

(ii) Immediately upon the barge's arrival in berth (i.e., all fast), with or without notice of readiness, whichever first occurs. Laytime shall continue 24 hours a day, 7 days a week, without interruption from its commencement, until unloading of the barge is completed and the hoses have been disconnected.

(4) For all hours of laytime that elapse in excess of the allowed laytime for unloading provided for by paragraph (3) above, or as otherwise provided for in the Schedule, demurrage will be paid by the Government at the demurrage rate in the charter for the barge unloading, except (i) that such rate shall be reduced by 1/2 if demurrage is incurred due to causes beyond the control and without the fault and negligence of the Government; and (ii) that the demurrage payable by the Government shall in no event exceed the actual demurrage expense incurred by the Contractor under the charter. For purposes of computing demurrage payable by the Government, if the laytime allowed in the charter is a combined total for both loading and discharging, 1/2 thereof shall be allocated to the unloading operation, except when less than a full cargo is unloaded, where such allocation shall be determined on a pro-rata basis.

(5) In the event of breakdown of Contractor's equipment, which will prohibit unloading for at least two hours, the Contractor will be required to remove the equipment from the Government-provided berth, unless permission is granted by the Government to allow the equipment to remain on berth. When the Government grants permission for the Contractor equipment to remain on berth, the Contractor will be responsible to reimburse the Government for any cost incurred by the Government for furnishing personnel to remain with the barge during repair; PROVIDED further, that if the Contractor removes the equipment from the Government provided berth, notice of readiness to unload will be again required as provided in (2) above.

(6) For all deliveries, hoses for unloading a barge will be furnished, connected, and disconnected by the Government.

(7) Title to the supplies delivered, and risk of loss thereof, shall pass from the Contractor to the Government when the supplies pass the permanent hose connections of the barge unloading the supplies.

(8) The term barge, as used herein, shall include lake tankers.

(b) BARGE FREE TIME AND DEMURRAGE CHARGES FOR DOMESTIC POSTS, CAMPS, AND STATIONS CONTRACTS.

(1) Unless the offeror indicates otherwise, free time will be unlimited. Free time allowed and demurrage rates will not be considered in evaluation of offers for award.

DEMURRAGE BEYOND FREE TIME

ITEM

FREE TIME ALLOWED

BARGE

TUG

OTHER

(2) Notwithstanding the above, the Government will not pay more than the actual rate charged by the barge carrier or the rate the Contractor normally charges its regular commercial customers, whichever is lower. Free time is in addition to all hours of laytime that elapse in excess of the allowed laytime for unloading as provided in this clause.

(DESC 52.247-9FF1)

AMENDMENT 0002

PAGE 15 OF18

F108

DELIVERY OF EXCESS QUANTITIES (SEP 1989)

The Contractor is responsible for the delivery of each item quantity within allowable variations, if any. If the Contractor delivers and the Government receives quantities of any item in excess of the quantity called for (after considering any allowable variation in quantity), such excess quantities will be treated as being delivered for the convenience of the Contractor.