Lubricating Oils

OFFER SUBMISSION

PACKAGE

SOLICITATION: SP0600-11-R-0701

PROGRAM: 4.2

THE ENCLOSED SOLICITATION COVERS THE PERIOD: DATE OF AWARD

THROUGH: MARCH 31, 2012

DELIVERY PERIOD STARTS: JULY 1, 2011

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

To be timely, offers must be received at the DLA Energy by: 07 JUNE 2011 @ 9:00 A.M.

LOCAL TIME, FORT BELVOIR, VA

INSTRUCTIONS:

1. One copy of this Offer Submission Package must be returned to the Defense Energy Support Center as your offer. All documents to be completed and returned are contained in this Offer Submission Package:

X Standard Form 1449

X Schedule Sheets

X Applicable Fill-In Clauses

2. Be sure to check your offer prices in Section B for accuracy and legibility prior to submission. Initial all changes. Sign and Date the Standard Form 1449 in ink.

3. If you are submitting your offer by facsimile, please limit your facsimile transmission to the contents of this

Offer Submission Package.

4. By submission of this package, you are stating that ALL terms and conditions of the entire solicitation are accepted and apply to your offer unless clearly stated herein.

SP0600-11-R-0701

OFFER SUBMISSION PACKAGE

INDEX OF CLAUSES

SECTION B

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

INT-B19 ECONOMIC PRICE ADJUSTMENT – PUBLISHED MARKET PRICE OSP- 3

(DOMESTIC BULK LUBES) (DLA ENERGY FEB 2005), offerors are advised that the base market price effective 7 DECEMBER 2010 IS $3.71. Offered prices should be tied to the

7 DECEMBER 2010 base market price. Review clause for complete details of price adjustment provisions.

INT-B53 FREIGHT RATE (DLA ENERGY OCT 1986) OSP - 4

SECTION E

QUALITY ASSURANCE OSP- 5

INT-E33.07 MANUFACTURING AND FILLING POINTS (DLA ENERGY MAR 2006) OSP - 5

SECTION F

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

DETENTION RATES (BULK/LUBES) (DLA ENERGY JUN 1996) OSP - 6

SECTION G

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

EXCHANGE (DLA ENERGY JUL 2007) OSP - 7

SECTION I

52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL OSP - 9

BUSINESS CONCERNS (JUL 2005)

INT-I14 QUALIFICATION REQUIREMENTS (FEB 1995) OSP - 10

INT-I1.03-2 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (BULK) OSP - 11

(DLA ENERGY MAR 2009)

SECTION J

DESC 19.3 SMALL BUSINESS SUBCONTRACTING PLAN ATTACHMENT 1 TO OSP

STANDARDIZED FORMAT FOR USE IN PREPARATION OF ATTACHMENT 2 TO OSP

PRODUCT TEST REPORTS

SECTION K

52.209-5 CERTIFICATION REGARDING RESPONBILITY MATTERS (APR 2010) OSP-15

52.211-9073 DETERMINATION OF QUANTITY (DLA ENERGY (FORMERLY DESC )) OSP - 16

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS OSP - 19

(OCT 2010)

252.247-7022 REPRESENTATION OF EXTENT OF TRANSPORTATION BY SEA (AUG 1992) OSP - 26

INT-K1.01-7 OFFER REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS (CONT’D) OSP- 27

(DLA ENERGY FEB 2009)

INT-INT-K5 USE OF ELECTRONIC DATA INTERCHANGE (DLA ENERGY MAR 2009) OSP- 28

INT-K33.01 AUTHORIZED NEGOTIATORS (DLA ENERGY APR 2007) OSP- 29

INT-K45.01 FACSIMILE OR ELECTRONIC INVOICING (DLA ENERGY JAN 1998) OSP - 29

INT-K86 FOREIGN TAXES (DLA ENERGY JUN 1987) OSP - 30

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SECTION B

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:

B1 (CONT’D)

PRODUCT/LA2

PR NO. SC0600-11-0385 Amendment 004

NSN: 9150-00-753-5059 (BULK)

OIL, LUBRICATING, AIRCRAFT PISTON ENGINE (ASHLESS DISPERSANT)

LA2 - GRADE 60

SAE J1899

A QUALIFIED PRODUCT

TOTAL

DODAAC/SPLC ESTIMATED

ITEM ACTIVITY QTY/USG PRICE/USG

3000 N00246/ 889592290 12,000 (D)*$___________

Naval Air Station North Island

Bldg. 426, Code N31CF

North Island, San Diego, CA 92135-7039

Truck must be equipped with pump. Deliver product into 1/50,000 gallon tanks.

Delivery Hours: 0700 – 1500 hours, MON – FRI

MODE: TT

Reference: 52.211-9073(a)(2)(iv)(A)(e) DETERMINATION OF QUANTITY (DLA ENERGY (FORMERLY

DESC)(APR 2010) – DLAD (JUN 2009): Loading ticket mechanically imprinted with the volume corrected (net) quantity.

Min Del: 5,000 Gallons

Max Del: 7,000 Gallons

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

3001 UY7332/261000295 6,000 (D)*$___________

DFSP Sewells Point

FISC Norfolk Fuel Department

Powhatan St, Bldg. W-66

Norfolk, VA 23511-3392

Truck must be equipped with pump and 3-inch, 50 ft hose.

Delivery Hours: 0730 - 1430 hours, MON - FRI

MODE: TT

Reference: 52.211-9073(a)(2)(iv)(A)(e) DETERMINATION OF QUANTITY (DLA ENERGY (FORMERLY

DESC)(APR 2010) – DLAD (JUN 2009): Loading ticket mechanically imprinted with the volume corrected (net) quantity.

Min Del: 6,000 Gallons

Max Del: 12,000 Gallons

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

NOTE 1: PRE-DISCHARGE TESTING WILL BE PERFORMED. THE NORMAL WAIT FOR TEST RESULTS IS

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ONE HOUR.

NOTE 2: Quantity will be determined by the use of weight scales. API gravity will be determined on arrival, and trucks will then be weighed full and empty to determine weight. The weight in pounds will then be converted to quantity in gallons in accordance with API Petroleum Measurement Tables ASTM 1250-80, Table 8. Supplier will be provided copies of all forms used in calculating quantities.

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B1 (CONT’D)

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 7 DECEMBER 2010 (date).

(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.

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(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 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.

INT-B53 FREIGHT RATE (DLA ENERGY OCT 1986)

The amount included in the unit price for freight on items offered f.o.b. destination is as follows:

ITEM NUMBER FREIGHT RATE TARIFF/SOURCE

A rate that exceeds a common carrier rate may render an offer unacceptable.

(DESC 52.216-9FN1)

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SECTION E

QUALITY ASSURANCE. Pursuant to INT-L2.05-2, the offeror must demonstrate an understanding of the quality assurance requirements in INT-E1 of the solicitation. Accordingly, offerors must indicate one of the following and submit the required documentation for review with their initial offer.

[ ] Evidence of a previously approved Government Quality Control Plan (QCP), or

[ ] An outline, not to exceed two pages in length, describing the offeror’s current inspection system and quality assurance procedures, with references to the corresponding requirements in INT-E1.

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

The name, complete addresses and telephone number of the manufacturing and filling points for each product to be furnished hereunder are as follows:

NAME, COMPLETE ADDRESS

AND TELEPHONE NUMBER OF

PRODUCT MANUFACTURING POINT/FILLING POINT

(DESC 52.246-9F50)

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SECTION F

INT-F3.02 TRANSPORT TRUCK AND/OR TRUCK AND TRAILER FREE TIME AND DETENTION RATES

(BULK/LUBES) (DLA ENERGY JUN 1996)

(a) Upon arrival of Contractor's transport truck or truck and trailer, the receiving activity shall promptly designate the tanks into which the load is to be discharged. Free time will commence at the time the discharge hose is connected to fill pipe at the delivery point specified and will end when discharge is completed. For items involving multiple drops, time between drops will not be included in free time. Contractor shall be paid for detention beyond free time for delays caused by the Government. A minimum of one hour free time is required. Rate for detention shall be comparable to regulated tariffs governing the local area of receiving activity.

(1) Free time for unloading transport truck or truck and trailer:

(2) Rate for detention beyond the free time: ____________________________________.

(b) The above will not be considered in the evaluation of offers for award, except that free time of less than one hour or detention rates not comparable to regulated tariffs may render an offer unacceptable/bid nonresponsive.

UNLESS OFFEROR INDICATES OTHERWISE, FREE TIME WILL BE CONSIDERED UNLIMITED.

(c) DETENTION COSTS. Any invoices for detention costs will be forwarded directly to the Contracting Officer.

(DESC 52.247-9FA5)

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SECTION G

THIS CLAUSE APPLIES ONLY TO DLA ENERGY-FUNDED ITEMS FOR DOMESTIC AND FOREIGN SUPPLIERS

WHO CHOOSE TO BE PAID BY THE CORPORATE TRADE EXCHANGE WHEN THE RECEIVING BANK IS

LOCATED IN THE UNITED STATES .

INT-G9.07 ELECTRONIC TRANSFER OF FUNDS PAYMENTS - CORPORATE TRADE EXCHANGE (DLA ENERGY JUL 2007)

(a) The Contractor shall supply the following information to the Contracting Officer no later than 5 days after contract award and before submission of the first request for payment. The bank designated as the receiving bank must be located in the United States and must be capable of receiving Automated Clearing House (ACH) transactions.

NAME OF RECEIVING BANK: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(DO NOT EXCEED 29 CHARACTERS)

CITY AND STATE OF RECEIVING BANK: | | | | | | | | | | | | | | | | | | | | |

(DO NOT EXCEED 20 CHARACTERS)

AMERICAN BANKERS ASSOCIATION NINE DIGIT IDENTIFIER OF RECEIVING BANK: | | | | | | | | | |

ACCOUNT TYPE CODE: (Contractor to designate one)

[ ] CHECKING TYPE 22

[ ] SAVINGS TYPE 32

RECIPIENT'S ACCOUNT NUMBER ENCLOSED IN PARENTHESES: | | | | | | | | | | | | | | | |

(DO NOT EXCEED 15 CHARACTERS)

RECIPIENT'S NAME: | | | | | | | | | | | | | | | | | | | | | | | | | |

(DO NOT EXCEED 25 CHARACTERS)

STREET ADDRESS: | | | | | | | | | | | | | | | | | | | | | | | | | |

CITY AND STATE: | | | | | | | | | | | | | | | | | | | | | | | | | |

NOTE: Additional information may be entered in EITHER paragraph (b) OR paragraph (c) below. Total space available for information entered in (b) OR (c) is 153 characters.

(b) SPECIAL INSTRUCTIONS/OTHER IDENTIFYING DATA:

(DO NOT EXCEED 153 CHARACTERS)

OR

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INT-G9.07 (CONT’D)

(c) THIRD PARTY INFORMATION: Where payment is to be forwarded from the receiving bank to another financial institution for deposit into Contractor's account, the following information must be supplied by the Contractor: Second Bank Name, City/State and/or Country, Account Number, and Account Name.

(DO NOT EXCEED 153 CHARACTERS)

(d) CONTRACTOR'S DESIGNATED OFFICIAL SUBMITTING ELECTRONIC FUNDS TRANSFER INFORMATION.

NAME: | | | | | | | | | | | | | | | | | | | | | | | | | |

TITLE: | | | | | | | | | | | | | | | | | | | | | | | | | |

TELEPHONE NUMBER: | | | | | | | | | | | | | | | | | | | | | | | | | |

SIGNATURE: ______________________________________________________________________

(e) Any change by the Contractor in designation of the bank account to receive electronic transfer of funds in accordance with this clause must be received by the Contracting Officer no later than 30 days prior to the date the change is to become effective.

(f) The electronic transfer of funds does not constitute an assignment of such funds in any form or fashion.

(g) In the event corporate trade exchange (CTX) payments cannot be processed, the Government retains the option to make payments under this contract by check.

(h) NOTICE TO FOREIGN SUPPLIERS.

(1) Payment may be made through the Federal Reserve Wire Transfer system. The bank designated as the receiving bank must be located in the United States and must be capable of receiving ACH transactions. The appropriate American Bankers Association nine-digit identifier must be supplied in order for payments to be processed through CTX.

(2) If your account is with a foreign bank that has an account with a bank located within the United States, the U.S. bank may be designated as the receiving bank. The recipient's name and account number shall identify the foreign bank, and transfer instructions to supplier's account must be specified in (b) OR (c) above.

(3) The Third Party information supplied in (c) above will be located in the first RMT segment of the CTX payment information sent to the receiving bank.

(i) Notwithstanding any other provision of the contract, the requirements of this clause shall control.

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SECTION I

52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS CONCERNS (JUL 2005)

(a) Definition. ―HUBZone small business concern,‖ as used in this clause, means a small business concern that appears on the List of

Qualified HUBZone Small Business Concerns maintained by the Small Business Administration.

(b) Evaluation preference.

(1) Offers will be evaluated by adding a factor of 10 percent to the price of all offers, except—

(i) Offers from HUBZone small business concerns that have not waived the evaluation preference; and

(ii) Otherwise successful offers from small business concerns.

(2) The factor of 10 percent shall be applied on a line item basis or to any group of items on which award may be made. Other evaluation factors described in the solicitation shall be applied before application of the factor.

(3) A concern that is both a HUBZone small business concern and a small disadvantaged business concern will receive the benefit of both the HUBZone small business price evaluation preference and the small disadvantaged business price evaluation adjustment (see FAR clause 52.219-23). Each applicable price evaluation preference or adjustment shall be calculated independently against an offeror’s base offer. These individual preference amounts shall be added together to arrive at the total evaluated price for that offer.

(c) Waiver of evaluation preference. A HUBZone small business concern may elect to waive the evaluation preference, in which case the factor will be added to its offer for evaluation purposes. The agreements in paragraph (d) of this clause do not apply if the offeror has waived the evaluation preference.

[ ] Offeror elects to waive the evaluation preference.

(d) Agreement. A HUBZone small business concern agrees that in the performance of the contract, in the case of a contract for—

(1) Services (except construction), at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern or employees of other HUBZone small business concerns;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern or other HUBZone small business concerns;

(3) General construction, at least 15 percent of the cost of the contract performance incurred for personnel will be spent on the concern’s employees or the employees of other HUBZone small business concerns; or

(4) Construction by special trade contractors, at least 25 percent of the cost of the contract performance incurred for personnel will be spent on the concern’s employees or the employees of other HUBZone small business concerns.

(e) A HUBZone joint venture agrees that in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the HUBZone small business participant or participants.

(f) A HUBZone small business concern nonmanufacturer agrees to furnish in performing this contract only end items manufactured or produced by HUBZone small business manufacturer concerns. This paragraph does not apply in connection with construction or service contracts.

I14 QUALIFICATION REQUIREMENTS (FEB 1995)

(a) DEFINITION. Qualification Requirement, as used in this clause, means a Government requirement for testing or other quality assurance demonstration that must be completed before award.

(b) One or more qualification requirements apply to the supplies or services covered by this contract. For those supplies or services requiring qualification, whether the covered product or service is an end item under this contract or simply a component of an end item, the product, manufacturer, or source must have demonstrated that it meets the standards prescribed for qualification before award of this contract. The product, manufacturer, or source must be qualified at the time of award whether or not the name of the product, manufacturer, or source is actually included on a qualified products list, qualified manufacturers list, or qualified bidders list. Offerors should contact the agency activity designated below to obtain all requirements that they or their products or services, or their subcontractors or their products or services, must satisfy to become qualified and to arrange for an opportunity to demonstrate their abilities to meet the standards specified for qualification.

SAE J 1899 (LA2)

Naval Air Systems Command, Air 4,4.5

Jefferson Davis Highway

Arlington, VA 22243-5120 https://www.acquisition.gov/far/current/html/52_217_221.html#wp1136333

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INT-I14 (CONT’D)

(c) If an offeror, manufacturer, source, product, or service covered by a qualification requirement has already met the standards specified, the relevant information noted below should be provided.

SAE J 1899 (LA2)

Offeror’s Name: _______________________________________

Manufacturer’s Name: ___________________________________

Source’s Name: _________________________________________

Item Name: _____________________________________________

Service Identification: _____________________________________

Test Number: ___________________________(to the extent known)

(d) Even though a product or service subject to a qualification requirement is not itself an end item under this contract, the product, manufacturer, or source must nevertheless be qualified at the time of award of this contract. This is necessary whether the Contractor or a subcontractor will ultimately provide the product or service in question. If, after award, the Contracting Officer discovers that an applicable qualification requirement was not in fact met at the time of award, the Contracting Officer may either terminate this contract for default or allow performance to continue if adequate consideration is offered and the action is determined to be otherwise in the Government's best interests.

(e) If an offeror, manufacturer, source, product, or service has met the qualification requirement but is not yet on a qualified products list, qualified manufacturers list, or qualified bidders list, the offeror must submit evidence of qualification prior to award of this contract.

Unless determined to be in the Government's interest, award of this contract shall not be delayed to permit an offeror to submit evidence of qualification.

(f) Any change in location or ownership of the plant where a previously qualified product or service was manufactured or performed requires reevaluation of the qualification. Similarly, any change in location or ownership of a previously qualified manufacturer or source requires reevaluation of the qualification. The reevaluation must be accomplished before the date of award.

(FAR 52.209-1)

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INT-I1.03-2 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (BULK) (DLA ENERGY MAR 2009)

(a) INSPECTION/ACCEPTANCE. If repair/replacement or reperformance will not correct the defects or is not possible, the

Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. Also see

Addendum.

(b) ASSIGNMENT. The Contractor or its assignee may assign its rights to receive payment due, as a result of performance of this contract, to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims

Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government-wide commercial purchase card), the Contractor may not assign its right to receive payment under this contract.

(c) CHANGES. See Addendum.

(d) DISPUTES. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, DISPUTES, which is incorporated herein by reference. The

Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) DEFINITIONS. The clause at FAR 52.202-1, DEFINITIONS, is incorporated herein by reference.

(f) EXCUSABLE DELAYS. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) INVOICE. The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(1) Name and address of the Contractor;

(2) Invoice date and number;

(3) Contract number, contract line item number, and, if applicable, the order number;

(4) Description, quantity, unit of measure, unit price, and extended price of the items delivered;

(5) Shipping number and date of shipment including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(6) Terms of any prompt payment discount offered;

(7) Name and address of official to whom payment is to be sent; and

(8) Name, title, and phone number of person to be notified in event of defective invoice.

(9) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(10) Electronic funds transfer (EFT) banking information.

(i) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(ii) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the

Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer – Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer – Other

Than Central Contractor Registration), or applicable agency procedures.

(iii) EFT banking information is not required if the Government waived the requirement to pay by EFT.

Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget

(OMB) prompt payment regulations at 5 CFR part 1315. NOTE: Contractors are also required to provide additional information in their invoices as specified in the Addendum, as discussed in the SUPPLEMENTAL INVOICING INFORMATION (BULK) clause.

(h) PATENT INDEMNITY. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. NOTE: Contractors are also required to provide additional information in their invoices as specified in the Addendum and the

SUPPLEMENTAL INVOICING INFORMATION (BULK) clause.

(i) PAYMENT.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purposes of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item number or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

Also see Addendum.

(j) RISK OF LOSS. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon--

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) TAXES. See Addendum.

(l) TERMINATION FOR THE GOVERNMENT'S CONVENIENCE. The Government reserves the right to terminate this contract, or any part thereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the

Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination The

Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) TERMINATION FOR CAUSE. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) TITLE. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) WARRANTY. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) LIMITATION OF LIABILITY. Except as otherwise provided by an express warranty, the Contractor will not be liable to the

Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) OTHER COMPLIANCES. The Contractor shall comply with all applicable Federal, State, and local laws, executive orders, rules, and regulations applicable to its performance under this contract.

(r) COMPLIANCE WITH LAWS UNIQUE TO GOVERNMENT CONTRACTS. The Contractor agrees to comply with 31

U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701 et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti- Kickback Act of 1986, 41 U.S.C. 265 and 10

U.S.C. 2409 relating to whistle blower protections; Section 1553 of the American recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) ORDER OF PRECEDENCE. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments; Disputes; Payments; Invoices; Other Compliances; and Compliance with Laws Unique to Government

Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

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(7) Standard Form 1449.

(8) Other documents, exhibits, and attachments; and.

(9) The specification.

(t) CENTRAL CONTRACTOR REGISTRATION (CCR). See the CENTRAL CONTRACTOR REGISTRATION

(ALTERNATE A) clause.

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SECTION J

DESC 19.3 SMALL BUSINESS SUBCONTRACTING PLAN ATTACHMENT 1 TO OSP

STANDARDIZED FORMAT FOR USE IN PREPARATION OF ATTACHMENT 2 TO OSP

PRODUCT TEST REPORTS

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SECTION K

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that—

(i) The Offeror and/or any of its Principals—

(A) Are [ ] are not [ ] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have [ ] have not [ ], within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public

(Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks ―have‖, the offeror shall also see 52.209-7, if included in this solicitation);

(C) Are [ ] are not [ ] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision;

(D) Have [ ], have not [ ], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples.

(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. § 6212, which entitles the taxpayer to seek

Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. § 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability.

Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. § 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has [ ] has not [ ], within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) ―Principal,‖ for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment;

and similar positions). This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code.

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror’s responsibility. Failure of the

Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the

Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

https://www.acquisition.gov/far/current/html/52_207_211.html#wp1144964

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

As prescribed in 11.703-91, insert the following clause:

DETERMINATION OF QUANTITY (DLA ENERGY ( FORMERLY DESC )) (APR 2010) - DLAD

(a) QUANTITY. The quantity of supplies furnished under this contract shall be determined as follows:

(1) F.O.B. ORIGIN. All invoice quantities shall be converted to net gallons at 60 degrees Fahrenheit (or liters at 15 degrees Celsius).

(i) DELIVERIES INTO TANKER OR BARGE. On items requiring delivery at the Contractor's refinery, terminal, or bulk plant on an f.o.b. origin basis into a tanker or barge, the quantity shall be determined (at the Contractor's option) on the basis of—

(A) Calibrated meter; or

(B) Shipping/shore tank measurement.

(ii) DELIVERIES INTO PIPELINE. On items requiring delivery at the Contractor's refinery, terminal, or bulk plant on an f.o.b. origin basis into a pipeline, the quantity shall be determined (at the Contractor's option) on the basis of—

(A) Calibrated meter; or

(B) Shipping tank measurements.

(iii) DELIVERIES INTO RAIL TANK CAR. On items requiring delivery at the Contractor's refinery, terminal, or bulk plant on an f.o.b. origin basis, the quantity shall be determined (at the Contractor's option) on the basis of—

(A) Calibrated loading rack meter; or,

(B) using calibrated scales; or

(C) Certified capacity table for the rail tank car.

(iv) DELIVERIES INTO TANK TRUCK, TRUCK AND TRAILER, OR TANK WAGON. On items requiring delivery at the

Contractor's refinery, terminal, or bulk plant on an f.o.b. origin basis into a tank truck, truck and trailer or tank wagon, the quantity shall be determined (at the Contractor's option) on the basis of—

(A) Calibrated loading rack meter; or

(B) Weight, using calibrated scales; or

(C) Certified capacity table for the conveyance or container.

(v) DELIVERIES INTO INTERMODAL CONTAINER.On items requiring delivery at the Contractor's refinery, terminal, or bulk plant on an f.o.b. origin basis into an intermodal container, the quantity shall be determined (at the Contractor's option) on the basis of—

(A) Calibrated loading rack meter, loading either through top or bottom tank outlets (top loading requires loading gantry or "fall arrest" system), or

(B) Certified capacity table for the container, or

(C) Weight, using calibrated scales.

(2) F.O.B. DESTINATION.

(i) DELIVERIES BY TANKER OR BARGE.

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(A) On items requiring delivery on an f.o.b. destination basis by tanker or barge, the invoice quantity shall be determined

(at the Government's option) on the basis of—

(a) Calibrated meters on the receiving tank system; or

(b) Receiving tank measurements.

(B) All invoice quantities shall be converted to net gallons at 60 degrees Fahrenheit (or liters at 15 degrees Celsius).

(ii) DELIVERIES BY PIPELINE.

(A) On items requiring delivery by pipeline on an f.o.b. pipeline junction or f.o.b. destination basis, the invoice quantity shall be determined (at the Government's option) on the basis of—

(a) Calibrated meters on the pipeline junction or the receiving tank system; or

(b) Receiving tank measurements.

(B) F.O.B. pipeline junction is defined as the junction between a Contractor-owned or controlled pipeline and a

Government-owned or controlled pipeline.

(C) All invoice quantities shall be converted to net gallons at 60 degrees Fahrenheit (or liters at 15 degrees Celsius).

(iii) DELIVERIES BY RAIL TANK CAR.

(A) On items requiring delivery on an f.o.b. destination basis by rail tank car, the quantity of supplies furnished under this contract shall be determined (at the Government's option) on the basis of—

(a) Calibrated meter on the receiving tank system; or

(b) Weight, using calibrated scales at the receiving location; or

(c) Certified capacity table for the rail tank car; or

(d) Receiving tank measurements.

(B) All invoice quantities shall be converted to net gallons at 60 degrees Fahrenheit (or liters at 15 degrees Celsius).

(iv) DELIVERIES BY TANK TRUCK/TRUCK AND TRAILER/TANK WAGON/INTERMODAL CONTAINER.

(A) On items requiring delivery on a f.o.b. destination basis by tank truck, truck and trailer, tank wagon or intermodal container, the quantity shall be determined —in the following order of preference:

(a) Calibrated temperature compensating meters on the receiving system (as identified in the schedule).

(b) Calibrated temperature compensating meter on the delivery conveyance (as identified in the schedule).

(c) Weight, using calibrated scales at the receiving location (as identified in the schedule).

(d) Calibrated meters on the receiving system, requiring manual volume correction (as identified in the schedule).

(e) Loading ticket mechanically imprinted with the volume corrected (net) quantity. The ticket must be generated at the time of loading and be based on a calibrated loading rack meter or calibrated scales.

(f)Calibrated meter on the delivery conveyance, requiring manual volume correction.

(g) Loading ticket, not volume corrected (requiring manual volume correction).

(B) Invoice quantities for all residual fuels and lubricating oils and invoice quantities for other products that are in excess of 5,000 gallons (or 18,900 liters) shall be converted to net gallons at 60 degrees Fahrenheit (or liters at 15 degrees

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Celsius). Invoice quantities of nonresidual fuels which are less than 5,000 gallons (or 18,900 liters) do not require correction to net gallons (or liters). For this purpose, residual fuels are any products with a viscosity equal to or greater than a regular (not light) No. 4 Fuel Oil (ASTM D 396).

(b) WATER BOTTOMS.

(1) Every delivery must be free of all water bottoms prior to discharge; and

(2) The Contractor is responsible for their removal and disposal.

(c) MEASUREMENT RESTRICTIONS. All methods of measurement described in this clause are subject to government safety and environmental restrictions, foreign or domestic. Such restrictions may prohibit, or render ineffective, a particular method in some cases.

(d) MEASUREMENT STANDARDS. All measurements and calibrations made to determine quantity shall be in accordance with the most recent edition of the API Manual of Petroleum Measurement Standards (MPMS). Outside the U.S., other technically equivalent national or international standards may be used. Certified capacity tables shall mean capacity tables prepared by an independent inspector or any independent surveyor to the aforementioned measurement and calibrations standards. In addition, the following specific standards will be used as applicable:

(1) API MPMS Chapter 11.1, Temperature and Pressure Volume Correction Factors for Generalized Crude Oils, Refined Products, and Lubricating Oils (this chapter is an adjunct to ASTM D 1250, IP 200 and ISO 91-1). Either the 2004 or 1980 version of the standard may be used. Either the printed tables (an adjunct to the 1980 version) or the computer subroutine version of the standard may be used. In case of disputes, the computer subroutine for the 2004 version of the standard will be the referee method.

(i) For crude oils, JP4, and Jet B, use Volume I, Tables 5A and 6A; Volume VII, Tables 53A and 54A; or Volume IV, Tables

23A and 24A.

(ii) For lubricating oils, use Tables 5D and 6D, Tables 53D and 54D, or Tables 23D and 24D.

(iii) For all other fuels and fuel oils, use Volume II, Tables 5B and 6B; Volume VIII, Tables 53B and 54B; or Volume V, Tables

23B and 24B.

(iv) For chemicals/additives use Volume III, Table 6C (or Volume IX, Table 54C), or volume correct in accordance with the product specification.

(v) Volume XII, Table 52, shall be used to convert cubic meters at 15 degrees Celsius to barrels at 60 degrees Fahrenheit.

Convert liters at 15 degrees Celsius to cubic meters at 15 degrees Celsius by dividing by 1,000. Convert gallons at 60 degrees

Fahrenheit to barrels at 60 degrees Fahrenheit by dividing by 42. Should foreign law restrict conversion by this method, the method required by law shall be used.

(vi) As an option to (b) (1) (v), liters may be converted to gallons using Table F1.09A (see below).