Lubricating Oils -

A - 1

ADDENDUM

PACKAGE

SOLICITATION: SP0600-11-R-0162

PROGRAM: 4.2

THE ENCLOSED SOLICITATION COVERS THE PERIOD: DATE OF AWARD

THROUGH: MARCH 31, 2012

DELIVERY PERIOD STARTS: JUNE 1, 2011

THROUGH: MARCH 31, 2012 (PLUS A 30-DAY CARRY-OVER)

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ADDENDUM PACKAGE

INDEX OF CLAUSES

SECTION B

INT-B1 SUPPLIES TO BE FURNISHED (BULK) (DLA ENERGY MAR 2009) A-1

INT-B26.16 SCOPE OF CONTRACT (LUBES) (DLA ENERGY MAY 2009) A-1

INT-B19.33-1.100 ECONOMIC PRICE ADJUSTMENT -- PUBLISHED MARKET PRICE (DOMESTIC BULK LUBES) A-4

(DLA ENERGY DEC 2010)

INT-B53 FREIGHT RATE (DLA ENERGY OCT 1986) A-5

(SEE OFFER SUBMISSION PACKAGE FOR FULL TEXT)

SECTION C

INT-C1.01 SPECIFICATIONS (DLA ENERGY APR 1984) A-6

INT-C1.02 DODISS SPECIFICATIONS (DLA ENERGY OCT 2000) A-6

INT-C16.52 LUBRICATING OIL, AIRCRAFT TURBINE ENGINE (PETROLEUM, A-6

GRADE 1010) (LA6) (A QUALIFIED PRODUCT) (DLA ENERGY SEP 2009)

SECTION E

52.246-2 INSPECTION OF SUPPLIES – FIXED PRICE (AUG 1996) A-7

52.246-9080 POINTS OF INSPECTION AND ACCEPTANCE (DLA ENERGY (formerly DESC)) A-8

(MAR 2010) - DLAD

252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT (MAR 2008) A-8

INT-E1 CONTRACTOR INSPECTION RESPONSIBILITIES (DLA ENERGY NOV 2008) A-8

INT-E22.01 QUALITY REPRESENTATIVE (DLA ENERGY JUL 1992) A-17

INT-E33.07 MANUFACTURING AND FILLING POINTS (DLA ENERGY MAR 2006) A-17

INT-E35 NONCONFORMING SUPPLIES AND SERVICES (DLA ENERGY FEB 2011) A-17

INT-E40.11 MATERIAL INSPECTION AND RECEIVING REPORT – PAPERLESS ORDERING A-18

AND RECEIPT TRANSACTION SCREENS (PORTS) (BULK LUBES/ADDITIVES)

(DLA ENERGY AUG 2003)

SECTION F

52.211-16 VARIATION IN QUANTITY (APR 1984) A-19

52.247-34 F.O.B. DESTINATION (NOV 1991) A-19

SP0600-11-R-0066

52.211-9073 DETERMINATION OF QUANTITY (DLA ENERGY (FORMERLY DESC) A-19

(APR 2010) - DLAD (JUN 2009)

INT-F1 DELIVERY CONDITIONS FOR TANK CARS, BOXCARS, TRUCKS A-20

TRANSPORT TRUCKS, TRUCKS AND TRAILERS, TANK WAGONS

PIPELINE, AND LIGHTERS (DLA ENERGY JUN 2002)

INT-F3.02 TRANSPORT TRUCK AND/OR TRUCK AND TRAILER FREE TIME AND A-24

DETENTION RATES (BULK/LUBES)( DLA ENERGY JUN 1996)

(SEE OFFER SUBMISSION PACKAGE FOR FULL TEXT)

INT-F4 DELIVERY AND ORDERING PERIODS (DLA ENERGY JUN 2002) A-24

INT-F14 SHIPMENT AND ROUTING (DLA ENERGY MAR 2003) A-24

INT-F42 ORDERS/DELIVERY TIME (LUBES/FSII) (DLA ENERGY MAR 2000) A-25

INT-F51 SHIPMENT AND ROUTING (OVERSEAS) (DLA ENERGY NOV 2005) A-25

SECTION G

52.232-34 PAYMENT BY ELECTRONIC FUNDS TRANSFER – OTHER THAN CENTRAL A-26

CONTRACTOR REGISTRATION (MAY 1999)

INT-G3 INVOICE NUMBERING REQUIREMENTS (DLA ENERGY AUG 1998) A-27

INT- G9.07 ELECTRONIC TRANSFER OF FUNDS PAYMENTS –CORPORATE TRADE A-27

EXCHANGE (DLA ENERGY MAR 2003)

(SEE OFFER SUBMISSION PACKAGE FOR FULL TEXT)

52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL A-27

BUSINESS CONCERNS (JUL 2005)

INT-G150.05 SUBMISSION OF INVOICES FOR PAYMENT – COMMERCIAL ITEMS A-28

(BULK) (DLA ENERGY MAR 2009)

SECTION H

INT-H19.02 REPORTING REQUIREMENTS FOR SHIPMENTS (DLA ENERGY OCT 2007) A-31

SECTION I

52.204-7 CENTRAL CONTRACTOR REGISTRATION (APR 2008) A-32

52.216-18 ORDERING (OCT 1995) A-33

52.219-16 LIQUIDATED DAMAGES – SUBCONTRACTING PLAN (JAN 1999) A-33

52.229-6 TAXES – FOREIGN FIXED-PRICE CONTRACTS (JUN 2003) A-34

52.232-17 INTEREST (OCT 2010) A-35

52.243-1 CHANGES – FIXED-PRICE (AUG 1987) A-35

52.303-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL A-36

OR IMPROPER ACTIVITY (JAN 1997)

252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY A-36

THE GOVERNMENT OF A TERRORIST COUNTRY (DEC 2006)

INT-I11.01-2 ADMINISTRATIVE COST OF TERMINATION FOR CAUSE – COMMERCIAL A-36

ITEMS (DLA ENERGY FEB 1996)

INT-I14 QUALIFICATION REQUIREMENTS (FEB 1995) A-36

(SEE OFFER SUBMISSION PACKAGE FOR FULL TEXT)

INT-I28.01 FEDERAL, STATE, AND LOCAL TAXES (DLA ENERGY JAN 2008) A-37

(DEVIATION)

INT-I28.02-1 FEDERAL AND STATE TAXES/FEES (DLA ENERGY JUL 2006) A-37

INT-I28.03-1 TAX EMEPTION CERTIFICATES (DLA ENERGY AUG 2003) A-38

INT-I81.01 INDEFINITE QUANTITY (LUBES) (OCT 1999) A-38

INT-I86.05 DELIVERY-ORDER LIMITATIONS (LUBES) (DLA ENERGY APR 2009) A-39

INT-I186 PROTECTION OF GOVERNMENT PROPERTY AND SPILL PREVENTION A-39

(DLA ENERGY FEB 2009)

INT-I190.04 MATERIAL SAFETY DATA SHEETS –COMMERCIAL ITEMS (BULK) A-39

(DLA ENERGY MAR 1996)

INT-I211.02 ORDERING (CONT’D) (DLA ENERGY JAN 1991) A-40

INT-I238.02 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL A-40

BUSINESS CONCERNS (JUL 2005)

SECTION J

DESC FORM 19.3 – SMALL BUSINESS SUBCONTRACTING PLAN ATTACHMENT 1 OSP

STANDARDIZED FORMAT FOR USE IN THE PREPARATION OF PRODUCT ATTACHMENT 2 OSP

TEST REPORTS

SECTION K

52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (APR 2008) A-42

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS A-42

(DLA ENERGY APR 2010)

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL A-42

ITEMS (OCT 2010)

252.209-7001 DISCLOSURE OF OWNERSHIP OR CONTROL BY THE GOVERNMENT OF A-42

A TERRIORIST COUNTRY (JAN 2009)

252.247-7022 REPRESENTATION OF EXTENT OF TRANSPORTION BY SEA (AUG 1992) A-43

INT-K1.01-7 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL A-43

ITEMS (CONT’D) (DLA ENERGY FEB 2009)

INT-K5 USE OF ELECTRONIC DATA INTERCHANGE (DLA ENERGY MAR 2009) A-43

INT-K15.01 RELEASE OF UNIT PRICES (BULK) (DLA ENERGY NOV 2002) A-43

INT-K33.01 AUTHORIZED NEGOTIATORS (APRIL 2007) A-43

(SEE OFFER SUBMISSION PACKAGE FOR FULL TEXT)

INT-K45.01 FACSIMILE OR ELECTRONIC INVOICING (DLA ENERGY JAN 1998) A-43

(SEE OFFER SUBMISSION PACKAGE FOR FULL TEXT)

INT-K86 FOREIGN TAXES (DLA ENERGY JUN 1987) A-43

SECTION L

52.216-1 TYPE OF CONTRACT (APR 1984) A-44

52.233-9000 AGENCY PROTESTS (APRIL 2006) – DLAD A-44

52.247-45 F.O.B ORIGN AND/OR F.O.B. DESTINATION EVALUATION (APR 1984) A-44

252.204-7001 COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE REPORTING A-44

(AUG 1999)

INT-L2.07 EVIDENCE OF RESPONSIBILITY (DLA ENERGY JAN 1998) A-44

INT-L2.09 EVIDENCE OF RESPONSIBILITY (OPERATING CRITERIA) A-45

(DLA ENERGY MAR 2000)

INT-L2.11-3 FACSIMILE PROPOSALS (OCT 1997) A-45

INT-L2.11-4 E-MAIL PROPOSALS (DLA ENERGY APR 2005) A-45

INT-L95 AGGREGATE OR TIE-IN OFFERS (DLA ENERGY APR 1984) A-46

SECTION M

INT-M4.01 RIGHT TO APPLY F.O.B. ORIGIN OFFER (DLA ENERGY JAN 1976) A-47

INT-M10 EVALUATION – ALL OR NONE (DLA ENERGY MAR 2000) A-47

INT-M41 EVALUATION OF OFFERS – TRANSPORTATION RATES AND RELATED COSTS A-47

(DOMESTIC PC&S AND LUBES) (DLA ENERGY SEP 2000)

INT-M72 EVALUATION OF OFFERS (EXCEPTIONS/DEVIATIONS) A-48

(DLA ENERGY APR 1997)

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SECTION B

INT-B1 SUPPLIES TO BE FURNISHED (BULK) (DESC MAR 2009)

(a) The minimum and maximum quantities are defined in the DELIVERY-ORDER LIMITATIONS – SCOPE OF CONTRACT clause.

(b) The supplies to be furnished during the contract period and all associated data are as follows:

(DESC 52.207-9F10)

PURCHASE PROGRAM 4.2:

PRODUCT/LA6

PR NO. SC0600-11-0385

NSN: 9150-00-985-7031 (BULK)

LUBRICATING OIL, JET ENGINE

LA6 - GRADE 1010

MIL-PRF-6081D with Amendment 1 DATED 30 JAN 2009

A QUALIFIED PRODUCT

TOTAL

DODAAC/SPLC ESTIMATED

ITEM ACTIVITY QTY/USG

2000 N30929/494995294 30,000 Navy Demo Squadron Blue Angels, C/O Supply Officer 390 San Carlos Rd., Suite A Pensacola, FL 32508-5508 Transport truck must be equipped with pump and 60 ft hose.

Deliver to Hanger 1854 into a 5,000 gal tank.

Delivery Hours: 0800-1700 hours, MON - FRI

MODE: TT

Reference F1.09 Clause: Calibrated meters on the receiving system manual volume correction.

Min Del: 2,000 Gallons Max Del: 4,100 Gallons

*RESTRICTED TO FOB DESTINATION (D) ONLY VIA TRANSPORT TRUCK (TT)

2001 FP2037/626200241 15,000

Tinker AFB

72 MSG/LRDF

7979 1st Street, Bldg 3714 Tinker AFB, OK 73145-9100 Delivery to Bldg. 3714 into 12,000 usg tank.

Delivery Hours: 0700 - 1600 hours, MON - FRI

MODE: TT

Reference F1.09 Clause: Calibrated meters on the receiving system manual volume correction.

Min Del: 5,000 Gallons Max Del: 10,000 Gallons

DIRECTIONS: I 40 EXIT # 159B OR I 240 EXIT 11B, (DOUGLAS BLVD). ENTER GATE #20.

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B1 (CONT’D)

TOTAL

DODAAC/SPLC ESTIMATED

ITEM ACTIVITY QTY/USG

2002 FP4877/799000240A 36,000

Davis Monthan AFB

AMARC/LAIP

Bldg. 7448 Davis Monthan AFB, AZ 85708-4068 Delivery Hours:

April through October – Monday – Friday 0600-1400 November through March – Monday – Friday 0700-1500

MODE: TT

Reference F1.09 Clause: Calibrated temperature compensating meters on the delivery conveyance.

Min Del: 5,000 Gallons Max Del: 10,000 Gallons

*RESTRICTED TO FOB DESTINATION (D) ONLY VIA TRANSPORT TRUCK (TT)

Note 1: Truck must be equipped with pump, 10 to 15 ft, 2-inch hose and male or female quick disconnect adapter. Inspection report must accompany the driver upon arrival and be submitted at Bldg. 744.

Note 2: Tank truck must be suitably cleaned IAW Table IV of Clause E1 to carry MIL-PRF-6081 and not degrade quality.” Water is limited to 200 ppm as measured by ASTM D6304, or Procedure C. Test to be performed on the tank truck.

In addition to meeting the requirements of MIL-PRF-6081D(1)(or latest version), product offered for acceptance will also meet the cleanliness requirements of no more than 2 MG/L as tested using Federal Test Method STD No. 91C (30 Sep 86), Test Method 3010.1, Solid Particle Contamination in Aircraft Turbine Engine lubricants (Gravimetric Procedure). This cleanliness requirement shall be met either at the acceptance tank or downstream of filtering, prior to the tank truck.

2003 N60042/888189290 26,000 NAF El Centro Navy Demo Squadron Blue Angels c/o NAF El Centro 1605 3rd St., Hanger 5, Bldg 229 El Centro, CA 92243 Trucks must be equipped with pump and 60-ft hose for delivery into 4,000 usg tank.

Delivery Hours: 0530-1700 hours, MON – SAT

MODE: TT

Reference F1.09 Clause: Calibrated temperature compensating meters on the receiving system, requiring volume correction.

Min Del: 2,500 Gallons Max Del: 4,000 Gallons

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B1 (CONT’D)

TOTAL

DODAAC/SPLC ESTIMATED

ITEM ACTIVITY QTY/USG

2004 FP4852/869146240 27,000

Nellis AFB 6126 Depot Rd., Bldg. 890 Nellis AFB, NV 89191-7227 Delivery to Bldg. 890 into a 6,000 gal tank Contact resource control center at 702- 652-4772 to arrange escort for delivery.

Delivery Hours: 0700-1600 hours, MON - FRI

MODE: TT

Reference F1.09 Clause: Calibrated temperature compensating meters on the receiving system.

Min Del: 4,000 Gallons Max Del: 6,000 Gallons

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INT-B19.33-1.100 ECONOMIC PRICE ADJUSTMENT -- PUBLISHED MARKET PRICE (DOMESTIC BULK LUBES)

(DLA ENERGY DEC 2010)

(a) WARRANTIES. The Contractor warrants that--

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

(2) The prices to be invoiced shall be computed in accordance with the provisions of this clause.

(b) DEFINITIONS. As used throughout this clause, the term--

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

(2) Market price means the price to be used in determining an economic price adjustment of the base unit price of an individual product for the market area and time period specified in this clause. The market price is derived from quotes, assessments, or sales prices in the market place for one or several items or commodity groups as reported in a consistent manner in a publication, electronic data base, or other form, as determined by an independent trade association, governmental body, or other third party independent of the Contractor. For purposes of this contract, the market price is derived from the weekly Independent Chemical Intelligence Service-London Oil Reports (ICIS-LOR) 600/650 SN Spot FOB

USGC.

(i) Base market price means the market price from which economic price adjustments are calculated pursuant to this clause, which is _$3.71 ($/GL), effective _07 December 2010.

(ii) Adjusting market price means the market price for deliveries during the most recent period, computed using the following formula: Weekly prices divided by 2. Ex: (weekly low $2.75 + weekly high $2.90) = $5.65 divided by 2= $2.825.

The unit price will be adjusted on a weekly basis throughout contract performance. The adjusting market price will be derived from the simple average of the high and the low of the ICIS-LOR 600/650 SN Spot FOB USGC effective Monday through Friday of the week prior to delivery (excluding any days that prices are not published). These adjusting market prices shall be effective for deliveries made Tuesday through Monday.

(3) Date of delivery is defined as the date the product is received by the Government.

(c) ADJUSTMENTS.

(1) Subject to the provisions of this clause, the price payable shall be the base unit price in effect on the date of delivery increased or decreased by the same number of cents, or fraction thereof, that the adjusting market price increases or decreases, per like unit of measure, from the base market price.

(2) CALCULATIONS. All calculations shall be rounded to four decimal places.

(3) MODIFICATIONS. Any resultant price changes to the base market price and base unit price shall be executed by the Contracting Officer through a weekly price adjustment modification effective each Tuesday.

(4) INVOICES. The prices payable under this contract will be based on the latest adjusted unit price incorporated into the contract. In the event the adjusted unit price is not yet available for the week in which deliveries were made, the most recent adjusted unit price for the particular item shall be invoiced subject to retroactive adjustment(s).

(5) FAILURE TO DELIVER. Notwithstanding any other provisions of this clause, 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.

(6) 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 225% percent of the original base unit price in any applicable program year (whether a single year or 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 provisions of this clause 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 which the Contractor believes is sufficient to permit completion of remaining contract performance, along with appropriate explanation and documentation as required by the Contracting Officer.

(ii) If an actual increase in the established 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.

(7) 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 to reflect market conditions,--the parties shall mutually agree upon an appropriate and comparable substitute and 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

A - 5 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) EXAMINATION OF RECORDS. The Contractor agrees that the Contracting Officer or designated representative shall have the right to examine the Contractor's books, records, documents, or other data the Contracting Officer deems necessary to verify Contractor adherence to the provisions of this clause.

(e) FINAL INVOICE. The Contractor shall include a statement on the final invoice that the amounts invoiced hereunder have applied all decreases required by this clause.

(DESC 52.216-9FAA)

INT-B26.16 SCOPE OF CONTRACT (LUBES AND FSII) (DLA ENERGY MAY 2009)

(a) This is an indefinite quantity contract for the supplies specified in the Schedule and for the period set forth therein. Delivery and performance shall be made only as authorized by orders issued in accordance with the ORDERING clause of this contract. The quantities of supplies or services specified herein are estimates only and are not purchased hereby.

(b) The Contractor shall furnish and deliver the supplies set forth in the contract Schedule in such quantities as may be ordered by the Ordering Officer during the ordering period specified in the Schedule. In consideration therefore, the Government shall order, accept, and pay for the quantity of supplies DLA Energy ribbed in (f) below; PROVIDED, however, that the Government shall be entitled to order, and the Contractor shall be required to furnish if ordered, supplies or services equivalent to but not in excess of the quantity designated by the Schedule for each item.

(c) If this contract provides for delivery of the same product at more than one location, the Ordering Officer may order and the Contractor, at its option, may furnish more than the quantity specified for any one location; PROVIDED, however, that in no event shall an Ordering Officer be entitled to order, nor shall the Contractor be required or permitted to deliver, if ordered, a quantity of any one product which, in the aggregate, would be in excess of the total quantity of such product specified in this contract, plus an additional 30 percent. In the event that this contract does not provide for delivery of the same product at more than one location, the maximum quantity that may be ordered, and which the Contractor may deliver, is the award quantity of such line item, plus 30 percent.

(d) In no event shall the Contractor, except at its option, be required to deliver supplies ordered during the ordering period of this contract, which, pursuant to the order, require delivery subsequent to 30 days after the expiration of such ordering period except for any supplies that may have been ordered but which, pursuant to the Schedule, require delivery at a later date.

(e) For Middle East Locations Only: In no event shall the Contractor, except at its option, be required to deliver supplies ordered during the ordering period of this contract, which, pursuant to the order, require delivery subsequent to 90 days after the expiration of such ordering period except for any supplies that may have been ordered but which, pursuant to the Schedule, require delivery at a later date.

(f) Except for any limitations on quantities in the DELIVERY-ORDER LIMITATIONS clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery or performance at multiple destinations.

(g) MINIMUM QUANTITY.

(1) The Government agrees to purchase during the period of this contract, and in accordance with the terms of this contract, at least a quantity (or quantities) of product, which, under the contract terms, will be not less than 30 percent of the total original estimated contract volume.

The Government may satisfy this obligation by purchasing against any or all of the contract line items.

(2) If, under a single solicitation, contract line items are not all awarded at the same time, then, for purposes of this clause, the above mentioned original estimated contract volume shall be that of the contract after award has been made of all items.

(3) During the period of this contract, it may occur that for administrative convenience the Government will add to this contract, by contract modification, additional contract line items which are awarded to the Contractor pursuant to a different solicitation. If this occurs, then the Government's original purchase obligation under this contract shall remain unchanged and will in no way extend to the new contract line items.

Instead, the Government agrees to an additional purchase obligation, namely, to purchase in accordance with the terms of the contract, during the remaining period of the contract, at least a quantity (or quantities) of any or all of the new line items which, under the contract terms, will be not less than 30 percent of the total original estimated contract volume of the contract modification.

INT-B53 FREIGHT RATE (DLA ENERGY OCT 1986)

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SECTION C

INT-C1.01 SPECIFICATIONS (DLA ENERGY APR 1984)

Product(s) to be supplied shall fully meet the requirements of the applicable specification(s).

(DESC 52.246-9FU1)

INT-C1.02 DODISS SPECIFICATIONS (DLA ENERGY OCT 2000)

Unless otherwise specified, the issues of Federal and Military specifications, standards, and related standardization documents and those non-Government standards adopted for Department of Defense use, which are cited in this solicitation/contract, are those listed in the most recent Department of Defense Index of Specifications and Standards (DODISS) and any applicable supplement. The basic DODISS is issued on July 1st every year; supplementals thereto are issued every other month thereafter, those dates being September 1st, November 1st, January 1st, March 1st, and May 1st.

(DESC 52.246-9FT1)

INT-C16.52 LUBRICATING OIL, AIRCRAFT TURBINE ENGINE (PETROLEUM, GRADE 1010) (LA6) (A QUALIFIED

PRODUCT) (DLA ENERGY SEP 2009)

(a) Specification MIL-PRF-6081D with Amendment 1 dated 30 January 2009, applies.

(b) N-heptane shall replace 1, 1, 1 trichloroethane in FED-STD-791 D test method 5308-7.

( c ) The lubricating Oil used shall be of the type and grade in the Qualified Products Database (QPD). Qualified Products Listing (QPL) QPL-6081-30 Notice 1, dated February 27, 2008, is a Notice of Transformation that cancels this QPL and replaces the information with the new Qualification Data Set (QDS). To locate this information, you must link to the QPD at:

http://assist.daps.dla.mil/quicksearch,then type in the document number and hit enter.

(DESC 52.246-9FLA)

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SECTION E

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.

(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 paragraph (l)(1) or (l)(2) of this clause 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

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52.246-9080 POINTS OF INSPECTION AND ACCEPTANCE (DLA Energy (formerly DESC )) (MAR 2010) – DLAD

(a) F.o.b. origin deliveries will be inspected and accepted at origin.

(b) F.o.b. destination deliveries will be inspected at origin and accepted at destination.

252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT (MAR 2008)

(a) At the time of each delivery of supplies or services under this contract, the Contractor shall prepare and furnish to the Government a material inspection and receiving report in the manner and to the extent required by Appendix F, Material Inspection and Receiving Report, of the Defense FAR Supplement.

(b) Contractor submission of the material inspection and receiving information required by Appendix F of the Defense FAR Supplement by using the Wide Area WorkFlow (WAWF) electronic form (see paragraph (b) of the clause at 252.232-7003) fulfills the requirement for a material inspection and receiving report (DD Form 250). Two copies of the receiving report (paper copies of either the DD Form 250 or the WAWF report) shall be distributed with the shipment, in accordance with Appendix F, Part 4, F-401, Table 1, of the Defense FAR Supplement.

INT-E1 CONTRACTOR INSPECTION RESPONSIBILITIES (DLA ENERGY 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. 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;

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INT-E1 (CONT’D)

(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 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 DLA Energy inspection office designated in the LIST OF INSPECTION OFFICES FOR DLA ENERGY 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.

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(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 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 description 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 description 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.

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(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

WHEN SAMPLED TYPE OF SAMPLE TYPE OF TEST

(SERIES OR INDIVIDUAL)

1. Refinery/Terminal (Each Shipping Tank)

Each Batch Prior to Start of Shipment

All Level or Multi-Level Composite

A (2)

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)

Immediately After Start of Loading/Shipping

Spot C

4. Tanker/Barge or Pipeline (Custody Transfer Point)

During Loading or Shipping

Representative Sample [See Note, Paragraph E1(a)(3) (iii)]

Retain Only

5. Tanker/Barge/Pipeline (Custody Transfer Point)

Hourly During Loading/ Shipping

Spot Visual (3) plus additive analysis for FSII & SDA, if line injected

6. Tanker/Barge (First-In)

After loading 3 feet or the line displacement quantity, whichever is greater

Spot C - plus additive analysis for FSII & SDA, if line injected (4)

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)

Prior to Discharge

All-Level or Multi-Level 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)

After change of source tank.

Spot C plus additive analysis for FSII & SDA, if line injected

10. Tank Cars/Tank Truck/ Intermodal Container

After Loading/Filling All-Level Workmanship (C - when loading lubes and FSII)

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…