Amendment 0002.pdf

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE

PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment your desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

7. ADMINISTERED BY (If other than Item 6) CODE

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION

NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended, is not extended.

12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO.

IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

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

15C. DATE SIGNED

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

16C. DATE SIGNED

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

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

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

NSN 7540-01-152-8070

Previous edition unusable

SP0600

PHYLLIS M. ORANGE

This amendment is available at www.fbo.gov.

See continuation pages.

Defense Logistics Agency Energy ATTN: Christina Wood/Callie Lake - BCA 8725 John J. Kingman Road, Suite 2954 Fort Belvoir, VA 22060-6222 Phone: (703) 767-9251/9275 Fax: (703) 767-9269

SC0600-12-0429/0430 AMD 001

SP0600-12-R-0061

1 24

April 11, 2012

December 22,2011

SP0600-12-R-0061

Amendment 0002

Block 14 (CONT’D)

A. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS

(BULK) (TAILORED) (DLA ENERGY JUN 2010) is hereby revised to read the following:

52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (BULK) (TAILORED) (DLA

ENERGY) (FEB 2012)

(a) INSPECTION/ACCEPTANCE. See Addendum FAR Clause 52.246-2 & Contract Provision E14.02.

(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 FAR Clause 52.243-1.

(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.

(1)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--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

(vi) Terms of any prompt payment discount offered;

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

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

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

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

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

(B) 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.

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

(2) 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.

(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) contract provision.

(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.

(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.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(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 FAR Clause 52.229-6 & Contract Provision I28.01, I28.02, I28.03, and I28.24.

(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; 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.

(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.

B. General Solicitation Note number 2 of the Addendum is hereby revised to read the following:

2. The ordering period is the date of award through August 31, 2013 – See F-0002 F1.08, DELIVERY AND CONTRACT PERIODS FOR PIPELINE AND TANK TRUCK

DELIVERIES (DOMESTIC BULK) (DLA ENERGY JUL 2005) and F-0004 F1.08-3, DELIVERY AND CONTRACT PERIODS FOR TANKER AND BARGE DELIVERIES

(DOMESTIC BULK) (DLA ENERGY APR 2001). Note that tank truck offers will be evaluated based on a 260-day delivery period – See F-0003 F1.08-1, DELIVERY AND

CONTRACT PERIODS FOR TANK TRUCK DELIVERIES (DOMESTIC BULK) (DLA

ENERGY JUL 2005).

C. General Solicitation Note number 3 of the Addendum is hereby revised to read the following:

3. The delivery period for all items is September 1, 2012 through August 31, 2013, with a thirty-day carryover - See I-0007 I86.12, DELIVERY - ORDER LIMITATIONS - SCOPE

OF CONTRACT (BULK) (DLA ENERGY MAY 2010).

D. The header of pages A-57 through A-62 should read “SP0600-12-R-0061” in place of

“SP0600-11-R-0061.”

E. B-0001 B1 SUPPLIES TO BE FURNISHED (BULK) (DLA ENERGY MAR 2009) is hereby revised as follows:

B-0001 B1 SUPPLIES TO BE FURNISHED (BULK) (DLA ENERGY MAR 2009)

(a) The minimum and maximum quantities are defined in the contract provision

DELIVERY-ORDER LIMITATIONS – SCOPE OF CONTRACT.

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

TURBINE FUEL, AVIATION (JP8), JP8 2.2A

NSN: 9130-01-031-5816

PURCHASE REQUEST NO.: SC0600-12-0429

JP8 REQUIREMENT TOTALS ARE AS FOLLOWS:

TOTAL SET ASIDE 8(A) RESERVATION NON SET ASIDE

QUANTITY (USG) QUANTITY (USG) QUANTITY (USG) QUANTITY (USG)

865,080,000 395,696,000 0 469,384,000

TURBINE FUEL, AVIATION (JP8), NSN: 9130-01-031-5816

THE TOTAL ESTIMATED JP8 QUANTITY TO BE PURCHASED IS – 865,080,000

EAST COAST JP8 253,503,000

GULF COAST JP8 330,588,000

INLAND JP8 280,989,000

1. Line item 0008 LUDLOW JET LINES is hereby decreased by 900,000 USG from

14,109,000 USG to 13,209,000 USG.

2. Line item 0021 WESTOVER AFB is hereby decreased by 900,000 USG from 6,100,000 USG to 5,200,000 USG.

3. Line item 0023 DFSP PORTLAND is hereby decreased by 1,000,000 USG from

25,995,000 USG to 24,995,000 USG.

4. Line item 0024 ANG BANGOR IAP is hereby decreased by 1,000,000 USG from 16,050,000 USG to 15,050,000 USG.

5. Line item 0043 DFSP YORKTOWN is hereby decreased by 2,776,000 USG from

23,780,000 USG to 21,004,000 USG.

6. Line item 0054 LANGLEY AFB is hereby decreased by 2,800,000 USG from 17,800,000 USG to 15,000,000 USG. The set-aside quantity is hereby decreased by 840,000 USG from 5,340,000 USG to 4,500,000 USG.

7. Line item 0058 DFSP ANACOSTIA is hereby increased by 2,500,000 USG from 35,000,000 USG to 37,500,000 USG.

8. Line item 0059 ANDREWS AFB is hereby increased by 2,500,000 USG from

35,000,000 USG to 37,500,000 USG. The set-aside quantity is hereby increased by 1,000,000 USG from 14,000,000 USG to 15,000,000 USG.

9. Line item 0060 DFSP SELMA is hereby increased by 100,000 USG from 22,830,000

USG to 22,930,000 USG.

10. Line item 0065 ANG DOUGLAS IAP is hereby increased by 100,000 USG from 1,400,000 USG to 1,500,000 USG.

11. Line item 0069 DFSP AF PL CO is hereby decreased by 3,000,000 USG from

50,000,000 USG to 47,000,000 USG.

12. Line item 0070 SEYMOUR JOHNSON AFB is hereby decreased by 3,000,000 USG from 50,000,000 USG to 47,000,000 USG. The set-aside quantity is hereby decreased by 1,200,000 USG from 20,000,000 USG to 18,800,000 USG

13. Line item 0071 for JP8 is hereby added as follows:

0071 JB FORT STORY, Fort Story, VA

UY0646 261300250

QUANTITY 24,000 8A QUANTITY 0 SA QUANTITY 0

**END USER CAN BE SUPPLIED THROUGH TERMINAL DFSP YORKTOWN

MODE RECEIPT% FSII SDA CI

TRUCK REQUIRED REQUIRED REQUIRED

14. Line item 0110 DFSP MOUNDVILLE is hereby decreased by 500,000 USG from

34,785,000 USG to 34,285,000 USG.

15. Line item 0120 ARNOLD ENG DEV CTR TULLA is hereby decreased by 500,000 USG from 4,500,000 USG to 4,000,000 USG.

16. Line item 0135 DFSP BREMEN is hereby increased by 502,000 USG from 11,041,000 USG to 11,543,000 USG.

17. Line item 0139 AASF SMYRNA APT SMYRNA is hereby increased by 45,000 USG from 55,000 USG to 100,000 USG.

18. Line item 0141 MCGEE TYSON ANGB is hereby increased by 450,000 USG from 3,550,000 USG to 4,000,000 USG. The set-aside quantity is hereby increased by 225,000 USG from 1,775,000 USG to 2,000,000 USG.

19. Line item 0146 OMS #5 ARNG CHATTANOOGA is hereby increased by 7,000 USG from 18,000 USG to 25,000 USG.

20. Line item 0148 DFSP MACON is hereby decreased by 2,000,000 USG from 25,265,000 USG to 23,265,000 USG.

21. The information for line item 0150 MCLB ALBANY is hereby revised to read:

22. Line item 0152 ROBINS AFB is hereby decreased by 2,000,000 USG from 9,000,000

USG to 7,000,000 USG. The set-aside quantity is hereby decreased by 700,000 USG from 3,150,000 USG to 2,450,000 USG. The following information for this line has changed:

MODE RECEIPT% FSII SDA CI

PIPE NONE NONE REQUIRED

23. The information for line item 0153 ROBINS ANG is hereby revised to read:

PIPE NONE NONE REQUIRED

24. Line item 0160 DFSP HOUSTON is hereby decreased by 60,650,000 USG from 172,765,000 USG to 112,115,000 USG.

25. Line item 0162 EGLIN AFB is hereby decreased by 7,000,000 USG from 29,000,000 USG to 22,000,000 USG. The set-aside quantity is hereby decreased by 6,300,000 USG from 26,100,000 USG to 19,800,000 USG

26. Line item 0178 JOINT RESERVE BASE FT WO is hereby decreased by 2,000,000 USG from 14,500,000 USG to 12,500,000 USG. The set-aside quantity is hereby decreased by 1,800,000 USG from 13,050,000 USG to 11,250,000 USG.

27. Line item 0180 NAS CORPUS CHRISTI is hereby increased by 5,850,000 USG from 650,000 USG to 6,500,000 USG.

28. Line item 0182 RANDOLPH AFB is hereby increased by 1,000,000 USG from 9,500,000 USG to 10,500,000 USG. The set-aside quantity is hereby increased by 900,000 USG from 8,550,000 USG to 9,450,000 USG.

29. Line item 0217 DFSP INDIANAPOLIS is hereby increased by 600,000 USG from 40,112,000 USG to 40,712,000 USG.

30. Line item 0227 IN ANG BAER FLD is hereby increased by 600,000 USG from 1,700,000 USG to 2,300,000 USG. The set-aside quantity is hereby increased by 480,000 USG from 1,360,000 USG to 1,840,000 USG.

31. Line item 0248 DFSP TULSA is hereby deleted.

32. The note “**END USER CAN BE SUPPLIED THROUGH TERMINAL DFSP TULSA” is hereby deleted from line items 0249 through 0259.

33. Line item 0259 DFSP OLATHE cannot receive via pipeline from DFSP TULSA.

34. The information for line item 0264 MARSHALL FIELD is hereby revised to read:

35. Line item 0283 ANG DULUTH MAP is hereby increased by 150,000 USG from 2,350,000 USG to 2,500,000 USG.

36. Line item 0290 AFSPC BUCKLEY FLD is hereby increased by 175,000 USG from 325,000 USG to 500,000 USG. The set-aside quantity is hereby increased by 157,500 USG from 292,500 USG to 450,000 USG.

37. Line item 0294 ANG CHEYENNE MAP is hereby increased by 150,000 USG from 1,850,000 USG to 2,000,000 USG.

TURBINE FUEL, AVIATION (JP5), JP5 2.2C

NSN: 9130-00-273-2379

PURCHASE REQUEST NO.: SC0600-12-0430

JP5 REQUIREMENT TOTALS ARE AS FOLLOWS

TOTAL SET ASIDE 8(A) RESERVATIONS NON SET ASIDE

QUANTITY (USG) QUANTITY (USG) QUANTITY (USG) QUANTITY (USG)

295,209,000 154,656,000 0 140,553,000

TURBINE FUEL, AVIATION (JP5), NSN: 9130-00-273-2379

THE TOTAL ESTIMATED JP5 QUANTITY TO BE PURCHASED IS -- 295,209,000

EAST COAST JP5 214,610,000

GULF COAST JP5 75,142,000

OFF SHORE JP5 5,457,000

1. Line item 0302 DFSP BOSTON is hereby increased by 500,000 USG from 2,910,000

USG to 3,410,000 USG.

2. The information for line item 0303 GE CORP is hereby revised to read:

TRUCK REQUIRED NONE REQUIRED

3. Line item 0304 DFSP CRANEY ISLAND is hereby decreased by 1,300,000 USG from 123,500,000 USG to 122,200,000 USG.

4. Line item 0311 NAS NORFOLK is hereby decreased by 1,300,000 USG from 19,300,000 USG to 18,000,000 USG.

5. Line item 0312 STANDARD TRANSPIPE is hereby decreased by 5,500,000 USG from 61,500,000 USG to 56,000,000 USG.

6. Line item 0313 NAS OCEANA is hereby decreased by 5,500,000 USG from 61,500,000 USG to 56,000,000 USG. The set-aside quantity is hereby decreased by 4,950,000 USG from 55,350,000 USG to 50,400,000 USG

7. The information for line item 0315 MCAS CHERRY PT is hereby revised to read:

CAR REQUIRED NONE REQUIRED

8. Line item 0317 for JP5 is hereby added as follows:

0317 BATH IRON WORKS CORP, BATH, ME

N62786 118850290

QUANTITY 500,000 8A QUANTITY 0 SA QUANTITY 0

**END USER CAN BE SUPPLIED THROUGH TERMINAL DFSP BOSTON

9. Line item 0401 DFSP JAX is hereby decreased by 550,000 USG from 51,170,000 USG to 50,620,000 USG.

10. Line item 0406 ANG JAX IAP is hereby decreased by 600,000 USG from 6,200,000 USG to 5,600,000 USG.

11. The information for line item 0414 NAS MAYPORT is hereby revised to read:

MODE RECEIPT% FSII SDA CI

PIPE REQUIRED NONE REQUIRED

12. Line item 0415 DFSP KEY WEST PL CO is hereby decreased by 3,000,000 USG from 22,195,000 USG to 19,195,000 USG.

13. Line item 0417 NAS KEY WEST is hereby decreased by 3,000,000 USG from 21,500,000 USG to 18,500,000 USG.

14. Line item 0418 DFSP HOUSTON is hereby decreased by 10,020,000 USG from 12,172,000 USG to 2,152,000 USG.

15. Line item 0420 TINKER AFB is hereby decreased by 4,520,000 USG from 4,700,000 USG to 180,000 USG. The set-aside quantity is hereby decreased by 4,068,000 USG from 4,230,000 USG to 162,000 USG.

16. Line item 0422 NAS CORPUS CHRISTI is hereby decreased by 5,500,000 USG from 5,500,000 USG to 0 USG. The set-aside quantity is hereby decreased by 4,950,000 USG from 4,950,000 USG to 0 USG.

17. Line item 0424 for JP5 is hereby added as follows:

0424 ARNOLD ENG DEV CTR TULLA, Tullahoma, TN

FP2804 432680240

QUANTITY 50,000 8A QUANTITY 0 SA QUANTITY 0

**END USER CAN BE SUPPLIED THROUGH TERMINAL DFSP JAX

TURBINE FUEL, AVIATION (JET A), JAA 2.2A

NSN: 9130-00-359-2026

PURCHASE REQUEST NO.: SC0600-12-0429

JAA REQUIREMENT TOTALS ARE AS FOLLOWS

TOTAL SET ASIDE 8(A) RESERVATION NON SET ASIDE

QUANTITY (USG) QUANTITY (USG) QUANTITY (USG) QUANTITY(USG)

281,690,000 116,400,000 0 165,290,000

TURBINE FUEL, AVIATION (JET A), NSN: 9130-00-359-2026

THE TOTAL ESTIMATED JAA QUANTITY TO BE PURCHASED IS -- 281,690,000

EAST COAST JAA 163,190,000

GULF COAST JAA 58,500,000

INLAND JAA 60,000,000

1. Line item 0901 DFSP PORT MAHON is hereby decreased by 30,000,000 USG from

100,000,000 USG to 70,000,000 USG. The following information for this line item has changed:

BARGE REQUIRED REQUIRED REQUIRED

2. Line item 0902 DOVER AFB is hereby decreased by 30,000,000 USG from 100,000,000 USG to 70,000,000 USG. The following information for this line item has changed:

PIPE REQUIRED REQUIRED REQUIRED

3. Line item 0909 DFSP CHARLESTON is hereby decreased by 3,200,000 USG from 88,750,000 USG to 85,550,000 USG. The following information for this line item has changed:

TANKER NONE NONE NONE

4. Line item 0911 CHARLESTON AFB is hereby decreased by 5,000,000 USG from 65,000,000 USG to 60,000,000 USG. The set-aside quantity is hereby decreased by 2,500,000 USG from 32,500,000 USG to 30,000,000 USG. The following information for this line item has changed:

PIPE REQUIRED REQUIRED REQUIRED

5. Line item 0912 SHAW AFB is hereby increased by 1,000,000 USG from 11,000,000 USG to 12,000,000 USG. The set-aside quantity is hereby increased by 300,000 USG from 3,300,000 USG to 3,600,000 USG.

6. Line item 0913 MCENTIRE ANGB is hereby increased by 800,000 USG from 4,100,000 USG to 4,900,000 USG.

7. The information for line item 1104 DFSP RAPID CITY is hereby revised to read:

PIPE NONE NONE NONE

F. Provision C-0004 C16.09 TURBINE FUEL, AVIATION (JET A/A1/A50)(DLA ENERGY JUL 2011) is hereby deleted in its entirety and replaced with the following:

C-0004 C16.08-1 TURBINE FUEL, AVIATION (JET A) (BULK) (DLA ENERGY JUL 2011)

Jet A shall conform to the requirements of ASTM D 1655, Standard Specification for Aviation Turbine Fuels, except as modified below.

(a) ADDITIVES.

(1) FUEL SYSTEM ICING INHIBITOR (FSII). When required by contract line item-

(i) FSII shall be added to the fuel and shall be Diethylene Glycol Monomethyl Ether (DIEGME) conforming to the latest revision of ASTM D 4171, Standard Specification for FSIIs, Type III or MIL-DTL-85470B, Inhibitor, Icing, Fuel System, High Flash, NATO Code Number S-1745.

(ii) The FSII concentration in fuel shall be as specified in the latest revision of ASTM D1655.

(2) CORROSION INHIBITOR/LUBRICITY IMPROVER (CI/LI). When required by contract line item-

(i) The additive must conform to the latest revision of MIL-PRF-25017, Inhibitor, Corrosion/Lubricity Improver, Fuel Soluble, found in ASSIST and shall be listed in the electronic Qualified Products List (QPL)-25017,, located in the Qualified Products Database (QPD) found at http://assistdocs.com.

(3) STATIC DISSIPATER ADDITIVE (SDA). When required by contract line item-

(i) SDA shall be added to the fuel and the conductivity limits of 50 to 600 picosiemens per meter (pS/m) at ambient temperature or 29.4 o C (85 o F), whichever is lower, unless directed by the procuring activity, shall apply at the custody transfer point.

(ii) The following electrical conductivity additive is approved: Stadis R 450 marketed by Innospec Fuel Specialties (formerly Octel Starreon LLC), Newark DE 19702."

(4) METAL DEACTIVATOR (MDA). MDA shall not be used unless the supplier has obtained PRIOR written consent from the procuring activity.

(b) REPORTS. Refer to the MATERIAL INSPECTION AND RECEIVING REPORT clause (52.246-9FG1) for additional reporting requirements.

G. Provision E-0001 E1 CONTRACTOR INSPECTION RESPONSIBILITIES (DLA ENERGY NOV 2008) is hereby revised as follows:

E1 CONTRACTOR INSPECTION RESPONSIBILITIES (DLA ENERGY FEB 2012)

(a) QUALITY CONTROL PLAN.

(1) The Contractor is required to provide and maintain an inspection system, and a written description (Quality Control Plan (QCP)) of that system, acceptable to the Government. The Contractor has the option to provide and maintain an inspection system that, as a minimum, incorporates the requirements of ISO9001, Quality Management Systems.

If the Contractor chooses to comply with the ISO9001 quality system requirements and format, all the specific Quality Assurance Provisions of this contract must be included in the resulting ISO9001 document that will serve as the QCP. A copy of the QCP, in English, shall be presented to the Government Quality Assurance Representative (QAR) for their review and acceptance prior to commencement of production or services. 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 by the Contractor or the Government, to include changes necessary to prevent the recurrence of quality problems. The Contractor must sign and date the original QCP, as well as each subsequent revision. Revisions shall also be presented to the QAR for review and acceptance prior to implementation. When acceptable to the Government, the original QCP, and any revisions, shall be signed and dated by the QAR.

(2) The Contractor shall require subcontractors to provide and maintain inspection systems and QCPs that are acceptable to the Government and adhere to all the requirements in this contract provision.

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

(i) RECEIVING, BLENDING AND COMPOUNDING. Procedures used to ensure the quality of additives blended into product supplied under this contract. Procedures to identify and ensure the 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 contract provision 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 (iii) 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;

(ii) 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 sample location, frequency, quantity, and retention. For all tanker, barge, and pipeline shipments, a flow-proportional sample taken in accordance with MPMS Chapter 8, Section 2, is preferred at the custody transfer point. However, manual samples taken in accordance with MPMS Chapter 8, Section 1 are acceptable provided that they are taken hourly throughout the shipment and that the quantity of the composite sample meets the requirements in Table II of this contract provision. See Table I, Minimum Sampling and Testing Requirements, and Table II, Sample Retention;

(iii) TESTING. Types of test series and individual test methods/procedures to be performed on samples taken from each location identified in (ii) above. See Table I, Minimum Sampling and Testing Requirements, and Table III, Definitions of Test Series;

(iv) 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;

(v) 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;

(vi) LOADING AND SHIPPING – GENERAL. Procedures for product movement and related quality/quantity checks from shipping tank(s) to custody transfer point (CTP). Description of transfer system from shipping tank to CTP. A dedicated system, including lines, pumps, loading arms, and hoses, is preferred, but an isolated common system incorporating blind flanges, spectacle plates, or double valves between systems is acceptable. An isolated common system using single valves designed to ensure positive isolation, such as twin seal single valves, are also acceptable. Systems with single valve (other than twin seal) isolation require specific procedures be included in the QCP to ensure product integrity prior to the CTP. 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 CTP, at time of bid to the Contracting Officer for a 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 contract provision;

(vii) LOADING AND SHIPPING – TANK CARS, TANK TRUCKS, AND INTERMODAL CONTAINERS. Procedures for inspecting conveyances prior to loading to determine 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 a conveyance when requested to "load on top" by the ordering office. Reject conveyance if product cannot be identified or product on board does not meet specification requirements of the product to be loaded. Provide documentation for the following for each load on top occurrence: volume of product on board prior to loading, quantity loaded, and total volume on board after loading. Confirm quality of loaded conveyance.] Provide for investigation of 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 60 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.

(viii) 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. In the event a solvent de-greaser is utilized in the tank preparation process, a minimum of two rinses must be performed by the vessel prior to loading Aviation Turbine Fuel. Vessels that will be carrying JP8 will be allowed to load without cleaning based upon the following criteria: the last cargo prior to loading JP-8 is Jet A/A1, and the second and third to last cargoes were clean middle distillate or lighter petroleum products (no black oils, lubricating oils, vegetable oils, palm oils, biodiesel with FAME content greater than or equal to 15 % or other similar products). The vessel will drop all lines and strip dry all cargo tanks of the previously carried Jet A/Jet A1 prior to loading JP-

8. These procedures, and others deemed necessary by the Contractor, shall be included to ensure that the product meets the specification requirements at the CTP.

(B) For f.o.b. origin Government-supplied tankers/barges. Procedures for maintaining a 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, vessel 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 QAR 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 - gauge, sample, and test intransit cargoes designated for load on top. Gauge and sample (1 gallon) any other product on board, except for JPTS, and retain those samples.] All cargo quantities shall 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 the 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 shore to ship variance is in excess of the following: 0.2% (0.002) for cargos not requiring cleaning, gas freeing, or drop/strip; 0.3% (0.003) for cargos requiring drop/strip; or 0.5% (0.005) for cargos requiring cleaning and gas freeing, or figures are suspect) on loaded conveyance.

(C) For both f.o.b. origin and destination tankers/barges. Procedures for immediately notifying the QAR 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 QAR after compliance and completion by the Contractor of all required operations, including the preparation of the DD Form 250-1.

(ix) 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 they were prepared, as well as 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 QAR for signature. The DD Form 250 and DD Form 250-1 shall identify the type, brand name, and amount of all additive(s).

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

(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.

(b) The Contractor shall perform all inspections 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.

For f.o.b. destination Contractor-supplied tankers/barges, the Contractor shall provide the QAR, prior to the first shipment, with the name and location of the laboratory to be used for testing at each discharge point. The Contractor shall also notify the QAR of any subsequent laboratory changes prior to the affected shipments. If any laboratory is determined to be unacceptable to the Government, the Contractor must designate another laboratory that is acceptable, before acceptance testing can take place. Acceptance tests will normally be performed at the acceptance point. However, 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 CTP.

(c) Prior to loading, the Contractor shall inspect all shipping conveyances for suitability to load the supplies furnished under this contract, except for Government-furnished tankers and barges Authorization for the Contractor to participate in the inspection of Government-supplied tankers and barges rests with QAR. The QAR has the right to inspect any Government-supplied conveyance prior to loading and, in the event the Contractor and the QAR disagree on the suitability to load such a conveyance, the determination of the QAR shall govern. If the SHIPMENT AND ROUTING contract provision 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 contract provision. 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 and hoses must be drained and be clean and dry for the intended product. If the Contractor intends to witness operations at any point up to, and including, government acceptance, the Contractor is responsible for contacting the facilities to be visited and obtaining the required access.

(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 from any individual batch or lot of the supplies to be furnished under this contract.

Such samples shall be furnished without charge to the Government and shall be packed, marked, and shipped by the Contractor, at their expense.

(e) The Contractor shall keep all quality and quantity records related to the performance of this contract complete and available to the Government during the performance of this contract and for three years after final payment under this contract. These records shall include, but not be limited to, DD Form 250-series documents, documentation of internal inspections of all conveyances, laboratory certificates for all required testing (including those for the shipping tanks for f.o.b. destination tankers/barges), and documentation of quantity determinations.

(f) When a common system is to be used for shipment in accordance with paragraph (a)(3)(vi) above, 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 offer, for a determination of acceptability.

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

TABLE I

MINIMUM SAMPLING AND TESTING REQUIREMENTS (1) (8)

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)

a. Dedicated Line

b. 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. a. Tanker/Barge or Pipeline (F.O.B.

Origin) (Custody Transfer Point)

b. Tanker/Barge (F.O.B

During Loading or Pipeline Shipping

During Discharge

Representative Line Sample [See Paragraph E1(a)(3) (ii)]

Representative Line

Retain Only

Retain Only – Discard After Shore Tests are On- Specification

Destination) (Custody Transfer Point)

Sample [See Paragraph E1(a)(3) (ii)]

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

7. Tanker/Barge (F.O.B. Origin only)

a. Each Compartment

b. Composite

After Loading

All-Level or Multi-Level Composite

Multi-Tank Volumetric Composite (6) of Each Product Loaded

Sample to be retained in case composite fails. If composite fails perform Workmanship & Density on each compartment sample. For JP5, flash point must also be performed.

B (except gum for Aviation Turbine Fuel) (except carbon residue for Diesel/Kerosene)

8. Tanker/Barge (F.O.B. Destination only)

a. Origin (vessel) Composite

b. Destination (vessel) Composite

c. Destination (vessel) Each Compartment

(SEE…