EXXONMOBIL OIL CORPORATION PURCHASE — page 1

U. S. DEPARTMENT OF ENERGY

STRATEGIC PETROLEUM RESERVE

PROJECT MANAGEMENT OFFICE

NEW ORLEANS, LA

CONTRACT NO. 89243524CCR000063

EXXONMOBIL OIL CORPORATION

PURCHASE OF APPROXIMATELY ONE

MILLION AND FIVE HUNDRED

THOUSAND BARRELS (1.5MMB)

U.S. PRODUCED SOUR CRUDE OIL

FOR THE

STRATEGIC PETROLEUM RESERVE

EXXONMOBIL OIL CORPORATION PURCHASE — page 2

EXXONMOBIL OIL CORPORATION PURCHASE — page 3

CONTRACT NO. 89243524CCR000063

PART I - THE SCHEDULE

SECTION A

SOLICITATION/CONTRACT FORM

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CONTRACT NO. 89243524CCR000063

PART I - THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

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CONTRACT NO. 89243524CCR000063

Section B, Page B-i

PART I – THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

TABLE OF CONTENTS

PAGE

B.1

INTRODUCTION .......................................................................................... B-1

B.2

DESCRIPTION ............................................................................................... B-2

B.3

DEFINITIONS ................................................................................................ B-3

B.4

DETERMINATION OF RESPONSIBILITY ................................................ B-4

B.5

PRICING INFORMATION ............................................................................ B-4

B.6

RECEIPT OF CRUDE OIL AT THE DOE SITE ........................................... B-5

B.7

CLOSE-OUT RECONCILIATION ................................................................ B-6

B.8

ADJUSTMENT FOR CRUDE OIL QUALITY DIFFERENTIAL ................ B-6

B.9

REQUEST(S) FOR SUBSTITUTION OF CRUDE OIL TYPES

FOR DELIVERY TO SPR .............................................................................. B-9

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CONTRACT NO. 89243524CCR000063

Section B, Page B-1

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

INTRODUCTION

The Department of Energy (DOE), Strategic Petroleum Reserve Project

Management Office (SPRPMO) is soliciting to purchase approximately

1,500,000 barrels of sour Crude Oil

produced in the United States

during

the month of January 2025 to be delivered to Bayou Choctaw SPR site at a

price no higher than $79.99 per barrel, in accordance with the terms in this

Solicitation and its cover letter. Offers will be accepted on a competitive

basis. Offerors are mandated to provide only Crude Oil produced in the

United States for fulfillment purposes.

Offerors, which include regular sellers or distributors of crude oil, must

certify (

see

Section K.3 OFFEROR CERTIFICATION) that all Crude Oil

shipments received by the SPR pursuant to this solicitation (i) will be

sourced from U.S. production, (ii) and adhere to the quality specifications

pursuant to Section J, Exhibit C-1 and as noted in section B.1(c).

The U.S. produced Crude Oil offered for sale to the DOE shall meet the

specifications in Section J, Exhibit C-1. Acceptance of any Crude Oil

offered for delivery will be subject to the Contracting Officer’s approval.

The Offeror is required to supply: 1) a completed Sour Quality Statement

Section J, Exhibit C-1 of U.S. produced Crude Oil offered at time of bid as

identified on the Offer Form A, 2) Certificate(s) of Analysis for the

stream(s) identified on the Exhibit C-1 will be

no older than 12 months

from solicitation publication date at the time of bid (

Generic domestic sour

crude blends would need to have component streams identified and supported by COAs

If the Sour Quality Statement is not submitted with the bid package with

the applicable Certificate(s) of Analysis (COA), then the bid package will

be considered incomplete. An applicable Comprehensive Assay (

link to

SPR Comprehensive Assays for example

) which supports data Offerors

supply in Sour Quality Statement Section J, Exhibit C-1 and submitted

COAs, must be submitted to the SPR pursuant to section B.6(c) prior to

delivery of awarded Crude Oil Type. Crudes which consist of blended

market crude streams will require tank blend schedule with associated test

results to be submitted at the same time with associated Comprehensive

Assay pursuant to section B.6(c). See table below for example of blend

schedule. The SPR seeks to store US produced crude oil with the widest

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CONTRACT NO. 89243524CCR000063

Section B, Page B-2

range of application in the domestic market. To preserve SPR cavern

homogeneity and maintain overall integrity of its respective crude streams,

only crude oils of similar composition are commingled in storage.

Please

note that if a blended crude is to be submitted for consideration, then all

component streams offered for blend must not exceed 45°API gravity or fall

below 27.0° API gravity to be considered suitable for injection into SPR

caverns. Any component(s) exceeding these thresholds will be cause for bid

rejection

. Due to natural geothermic heating, crude oils that demonstrate

high bubble point pressures (BPP) and high gas‐oil ratios (GOR) produce

increased vapor pressure at standard cavern storage temperatures. High

BPP-GOR oils have the potential to impact the existing SPR oil inventory,

increasing levels of light end gases (C

-C

) and greatly restricting

immediate deliverability which is the critical mission of the SPR. Light

ends may not be immediately observed through analysis at ambient

temperatures, but are entrained in certain crude types and released during

underground storage. Lighter ends, Methane, Ethane and Propane are the

single largest contributor to vapor pressure increase. Crude oils displaying

-C

volume percent outside of the required specifications and determined

by the allowed methods listed in Exhibit C-1, will be considered outside of

the SPR’s acceptance criteria and deemed incompatible with existing SPR

stocks. Blending heavier crudes with light end crudes may cause separation

of the blend at higher temperature, thus rendering the stream undeliverable.

SPR reserves the right to reject any crude oil in order to ensure the quality

of the crude oil received, stored, and maintained within the SPR.

Crude Type

WTI

Mars

Total

10%

90%

100%

Barrels

30,000

270,000

300,000

*tank blend schedule example table – values are for illusory purposes only. All components must be within

thresholds in Exhibit C-1 and B.1(c).*

The minimum offer quantity is 250,000 barrels

with a maximum awarded

contract quantity of 1,500,000 barrels per offer line item. An Offeror may

submit multiple offers, but total award(s) to any one Offeror will not

exceed 1,500,000 barrels.

Crude Oil delivery period to the Bayou Choctaw SPR site will be January

1, 2025, through January 31, 2025. Requests for early deliveries will be

accommodated on a best efforts basis, terms subject to mutual agreement.

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CONTRACT NO. 89243524CCR000063

Section B, Page B-3

B.2

DESCRIPTION

Delivery of the Crude Oil to the Government will be made to the Bayou Choctaw

SPR site, subject to scheduling and meeting quality specs in Section J, Exhibit C-

B.3

DEFINITIONS

As used throughout this solicitation, the following terms shall have the meaning

set forth below:

“Government,” unless otherwise indicated in the text, means the United

States Government.

“Strategic Petroleum Reserve” (SPR) means that DOE program established

by Title I, Part B, of the Energy Policy and Conservation Act, 42 U.S.C.

Section 6201, et seq.

“Contracting Officer” means a person with the authority to enter into,

administer, and/or terminate contracts and make related determinations and

findings on behalf of the Government.

“DOE” means the U.S. Department of Energy.

“Contractor” means the party contracting to perform all work to be done in

pursuance of this contract.

“Offeror” is an entity that submits an offer pursuant to this solicitation.

“SPRPMO” means the Strategic Petroleum Reserve Project Management

Office.

“API” means the American Petroleum Institute.

“Barrel” means 42 U.S. gallons or 231 cubic inches per gallon corrected to

60 degrees Fahrenheit.

“Crude Oil” means a mixture of hydrocarbons that existed in the liquid phase

in natural underground reservoirs and remains liquid at atmospheric pressure

after passing through surface separating facilities and is marketed or used as

such. This product must be produced in the United States.

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CONTRACT NO. 89243524CCR000063

Section B, Page B-4

“Affiliate” means associated business concerns or individuals if, directly or

indirectly, (1) either one controls or can control the other, or (2) a third-party

controls or can control both.

“FFPOCOL” means Fluor Federal Petroleum Operations Crude Oil Logistics

group. Fluor Federal Petroleum Operations (FFPO) is the Management and

Operating Contractor for the SPR.

“DOE M&O” means Department of Energy’s Management and Operating

Contractor, FFPO.

“Static tank” Crude Oil tankage that is dedicated to a cargo destined for

delivery to/from the SPR. This tank will not have crude being pumped into it

(active) from a source while deliveries are pumping out of it and into the

SPR.

“CT” Central Time Zone

“Δ” Delta is a constant differential that represents several factors including,

but not limited to location, transportation, quality, and market considerations.

B.4.

DETERMINATION OF RESPONSIBILITY

Upon request, Offeror(s) shall furnish sufficient information for the Contracting

Officer to make a determination of responsibility. At a minimum, Offerors shall

furnish enough data for the Contracting Officer to determine adequate financial

capability.

B.5

PRICING INFORMATION

The contract line item fixed per barrel price(s) will be determined by the

closing (to the $0.001) daily settlement for the NYMEX WTI (New York

Mercantile Exchange West Texas Intermediate) respective delivery month

contract, adjusted for Argus Mars weighted average Month 1 – Houston

close for sour Crude Oil, for the day of notice of award, plus the

corresponding monthly “∆” value for each successful line item offer. All

notices of awards will be sent before 11:00 A.M. CT. The final contract

sum value is the per barrel price(s) multiplied by the corresponding award

quantity for each line-item award as determined on the closing daily

settlement of the applicable indices trading day concurrent with notice of

award. The DOE may make notice at any time up to the expiration of the

offers, 16:00 August 29, 2024.

For example, if DOE notifies on August

29th (before 11:00 A.M CT), then final barrel price will be based on that

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CONTRACT NO. 89243524CCR000063

Section B, Page B-5

trading day’s net indices value plus Offeror submitted Δ on applicable

line items selected for award.

A maximum contract value will be determined at a value of $79.990 per

barrel. If the market price plus Offer submitted Δ exceeds the maximum

per barrel price of $79.990 then DOE will not make an award for any

applicable line items exceeding the threshold, notwithstanding the

notification, resulting in automatic rejection of those offers without any

cost, liability, damages, or penalty to DOE. The maximum value will be a

function of Offeror submitted Δ, closing daily settlement of NYMEX WTI

delivery month adjusted for Argus Mars weighted average Month 1 –

Houston close for the trading day in which DOE makes the award

notification, multiplied by the awarded quantity for each successful line

item, subject to market conditions and available Government funding.

Those offers which exceed the maximum value will not receive a contract.

For example, if the net value of applicable indices at daily settlement is

$79.00, and the Δ considered for award on the line item is $1.20, then

any DOE offer on that line item will automatically be rejected. DOE will

not issue a contract on that line item since the overall value exceeds the

maximum value of $79.990.

Contracted fixed per barrel prices for each line item as determined in B.5.a

above shall remain effective for deliveries outside of the contracted month.

DOE retains the right to decline deliveries outside of the contracted month;

unless delays are attributable to DOE.

B.6

RECEIPT OF CRUDE OIL AT THE DOE SITE

Maximum receipt capability of Crude Oil at the DOE SPR site Bayou

Choctaw is 110,000 barrels per day

All applicable costs associated with the transportation of the Crude Oil to

the DOE will be absorbed by the Contractor, to include but not be limited

to, tariffs, marine shipment, pipeline shipment, harbor, Oil Spill Liability

Trust Fund taxes, Super Fund taxes, and environmental fees (including

Texas Coastal protection fees), Terminal and tankage charges. Any

incurred cost(s) to DOE will be subject to rebill to Contractor.

Within fifteen (15) days before delivery period commences, the Contractor

shall submit a comprehensive delivery schedule for the DOE Contracting

Officer’s approval providing the volume of Crude Oil to be delivered to

the Bayou Choctaw SPR site. Thirty (30) days prior to the start of the

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CONTRACT NO. 89243524CCR000063

Section B, Page B-6

delivery month, Contractor shall submit the most recent corresponding

comprehensive Crude Oil assay(s) that are supported by the Sour Quality

Statement Section J, Exhibit C-1, as well as the tank blend schedule

referenced in B.1(c)

The delivery schedule may allow for economic

delivery-size cargoes not less than 250,000 barrels for vessels and not less

than 250,000 barrels per cargo for commercial pipeline cargo shipments.

The DOE must approve subsequent changes to the original schedule.

Contractors are also cautioned that gauging and or testing of all incoming

U.S. Produced Crude Oil to determine SPR compatibility as noted in

Section J Exhibit C-1 will require the storage tank to be static. This should

be a consideration of all Offerors when negotiating availability of

terminals/pipelines when submitting schedules as noted in B.6(c).

The availability of receipt capacity and delivery periods for Crude Oil at

the DOE Bayou Choctaw site is as follows:

Sour

Volume

(Million

Barrels)

Delivery

Periods

Bayou Choctaw

1.5

1/1/2025 –

1/31/2025

While the SPR can receive the site delivery volume as stated in B.6 (a),

Offerors are cautioned that, due to commercial volumes at the

terminals/pipelines, delivery time frames may be restricted. Offerors are

responsible for ensuring that deliveries to the SPR can be accommodated

through the applicable commercial terminals/pipelines.

SPR will not be

providing tankage at connection facilities.

B.7

CLOSE-OUT RECONCILIATION

Prior to the last scheduled cargo delivery the DOE and Contractor shall use the

most current available information in reconciling and determining the final

delivery quantity to the Government if applicable. The Contractor shall then

utilize best efforts in delivering the estimated agreed upon monthly quantity to

the Government within a +/- 5 percent variance of the total contracted volume.

Any variance is expected to be a condition of loading and not an opportunity to

over or short the required contractual volume.

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CONTRACT NO. 89243524CCR000063

Section B, Page B-7

B.8

ADJUSTMENT FOR CRUDE OIL QUALITY DIFFERENTIAL

A quality differential shall be computed for each cargo of U.S. produced

Crude Oil delivered to the DOE as compared to the U.S. produced Sour

Quality Statement – Section J, Exhibit C-1submitted with the awarded bid as

listed in the Contractor’s award or approved substitution, see section B.9.

Laboratory tests for API Gravity and Sulfur mass percent, in accordance with

tests methods listed in Exhibit C-1, shall be taken when custody of the U.S.

produced Crude Oil is transferred to the DOE.

The quality differential adjustments for the U.S. produced Crude Oil

delivered by the Contractor to the DOE will apply in those instances wherein

the quality of the U.S. produced Crude Oil being delivered to the

Government is above or below that of the U.S. produced Crude Oil assay(s)

submitted with the awarded bid as listed in the Contractor’s award or

approved substitution, see section B.9.

Note: The quality differential adjustments for the U.S. produced Crude Oil

delivered by the Contractor to the DOE will only apply in those instances

wherein the quality of the U.S. produced Crude Oil being delivered to the

Government is below that of the awarded U.S. produced Crude Oil to be

delivered as listed in the Contractors’ award. Specifically, the Government

shall not be liable for any quality increase, in part or whole, of the

Contractor’s U.S. produced Crude Oil that is above the quality specifications

listed in the contract award. Invoices submitted to the government per section

G.2 will include quality differential as a separate line item. Quality

differential adjustment will not be accepted as an adjustment (increase) to the

line time price per award.

The allowable variations from the contracted quality are as follows:

Quality

Characteristics Sour

API° Gravity

- 0.5

Sulfur - Mass, %

+ 0.10

Monetary adjustments will be used to settle the quality differentials on U.S.

produced Crude Oil delivered to the SPR sites based on the following rates:

(1)

API Gravity (Sour): Quality price adjustments will be applied to the

amount of variation by which the API gravity of the U.S. produced

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CONTRACT NO. 89243524CCR000063

Section B, Page B-8

Crude Oil delivered differs by more than minus five-tenths of one

degree API (-0.5˚ API) from the API gravity of U.S. produced Sour

Quality Statement – Section J, Exhibit C-1.1 submitted with the

awarded bid as listed in the Contractor’s award or approved

substitution, see section B.9. Adjustment for U.S. produced Crude Oil

will be in accordance with the GravCap table (Exhibit C.2). This will

be on a per cargo basis.

Sulfur (Sour): Quality price adjustments will be applied to the amount

of variation by which the Sulfur mass percent of the U.S. produced

Crude Oil delivered differs by more than plus one-tenth of one percent

of total Sulfur (+0.10%) from the total Sulfur of U.S. produced Sour

Quality Statement – Section J, Exhibit C-1.1 submitted with the

awarded bid as listed in the Contractor’s award or approved

substitution, see section B.9. Adjustment for U.S. produced Crude Oil

will be in accordance with the GravCap table (Exhibit C.2). This will

be on a per cargo basis.

The quality adjustment owed to the SPR or shall be paid in U.S. Dollars and

adhere to all conditions of payment as noted in section G.2.

There is a limit of 0.1% freewater on delivery to the SPR as measured either

by contractor's shore tank or on the vessel prior to discharge into tanks

designated for DOE receipts. The inspector’s gauges, witnessed by the DOE

representative, either on the vessel at the dock facility or terminal shore tank,

will be the method used to determine the final freewater barrel amount. This

clause is effective in conjunction with the Water and Sediment [Vol.%]

maximum limit of 1.0% as stated in Exhibit C-1; e.g., a 300,000-barrel U.S.

produced Crude Oil delivery to the SPR is limited to 1.0% aggregated

Sediment & Water (3,000 barrels), of which a maximum of 0.1% (300

barrels) can be freewater. Contractor is responsible for all costs associated

with removal of excess freewater. Exceeding the freewater limitations

specified herein will result in the cargo being rejected.

If the U.S. produced Crude Oil being delivered to the SPR is outside the

contractual limits and is determined to be unacceptable, the Government

reserves the right to return the delivered Crude Oil, at the contractor’s

expense, to the vessel for marine receipts or to the Crude Oil tankage for

pipeline receipts.

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CONTRACT NO. 89243524CCR000063

Section B, Page B-9

B.9

REQUEST(S) FOR SUBSTITUTION OF CRUDE OIL TYPES FOR DELIVERY

TO SPR

After award, if the contractor requests to offer a U.S. produced Crude Oil

substitution for delivery which is not in its contract, or the elimination of a blend

component as identified on Contractor supplied C-1, the Government will evaluate

the substitution request against operational constraints. If there is no hindrance to

SPR operations and the Crude Oil substitute is expected to meet the specifications

listed in Section J, Exhibit C-1, it will be accepted with no additional cost to the

Government. This evaluation will be done on a case-by-case basis for each

substituted crude cargo tendered for delivery and the Crude Oil will not be added

automatically to the basket of contracted Crude Oils (or single crude) in the

contract for future deliveries. The substitution request must be in the form of a

firm request and no “hypothetical” request for crude substitution will be

considered. There will be an administrative cost of $3,500* to process each

request.

*The Administrative charge of $3,500 will be applied to each crude type

substitution request. All Administrative charges for substitution requests, whether

requests were accepted or not, will be included in the final contract reconciliation

calculations.

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CONTRACT NO. 89243524CCR000063

PART I - THE SCHEDULE

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

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CONTRACT NO. 89243524CCR000063

Section C, Page C-i

PART I - THE SCHEDULE

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

PAGE

C.1

SCOPE OF WORK .................................................................................... C-1

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CONTRACT NO. 89243524CCR000063

Section C, Page C-1

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1

SCOPE OF WORK

Contractors shall deliver to the Bayou Choctaw SPR site approximately one

million and five hundred thousand barrels of U.S. produced sour Crude Oil during

the period of January 1, 2025 through January 31, 2025. Crude Oil delivered shall

comply with the SPR specifications as specified in Section J, Exhibit C-1. All

costs associated with the delivery of U.S. produced sour Crude Oil to the SPR site

shall be at the Contractor’s expense. Scheduling of deliveries shall be in

accordance with Section F of this contract.

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CONTRACT NO. 89243524CCR000063

Section D, Page D-i

PART I - THE SCHEDULE

SECTION D

PACKAGING AND MARKING

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CONTRACT NO. 89243524CCR000063

Section D, Page D-1

SECTION D

PACKAGING AND MARKING

RESERVED

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CONTRACT NO. 89243524CCR000063

PART I - THE SCHEDULE

SECTION E

INSPECTION AND ACCEPTANCE

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CONTRACT NO. 89243524CCR000063

Section E, Page E-i

PART I – THE SCHEDULE

SECTION E

INSPECTION AND ACCEPTANCE

TABLE OF CONTENTS

PAGE

E.1

CUSTODY TRANSFER MEASUREMENTS FOR DELIVERY

OF CRUDE OIL TO DOE ........................................................................... E-1

E.2

CRUDE OIL QUALITY DETERMINATION ............................................ E-4

E.3

CRUDE OIL QUANTITY DETERMINATION ......................................... E-5

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CONTRACT NO. 89243524CCR000063

Section E, Page E-1

SECTION E

INSPECTION AND ACCEPTANCE

E.1

CUSTODY TRANSFER MEASUREMENTS FOR DELIVERY OF CRUDE OIL

TO DOE

Custody transfer measurements will be in accordance with established API

standards and will be performed and or witnessed by a U.S. Government

representative. The Contractor may witness the measurement and testing of

purchased oil for its account and/or may provide, at Contractor’s expense, a

Contractor’s inspector to witness the measurement and testing process. The

Government inspector is the inspector of record for all movements. The custody

transfer measurements of the purchased oil to be delivered by the Contractor to the

DOE facilities will be based on the following delivery locations:

St. James Terminal to Bayou Choctaw

Custody transfer quantity and quality measurements for delivery of U.S. produced

Crude Oil to the SPR shall be based on the Bayou Choctaw meters and in-line

sampler. Secondary measurement for quantity will be the Sugarland meter and

quality will be manual grab samples taken at the Bayou Choctaw site. If Sugarland

meter is unavailable then parties will mutually agree on secondary before fluid

movement. The API Gravity, Sediment and Water, and Sulfur content will be

performed by the DOE M&O contracted third party inspector lab. Contractor

shall have the right to have a representative present to witness all sampling,

measurements and testing analysis. The DOE M&O contracted third party

Inspection Company will witness all measurement and testing and perform

analysis.

All costs associated with the transportation of the exchange oil transferred from

and to the SPR will be absorbed by the Contractor, to include but not be limited to,

tariffs, marine shipment, pipeline shipment, U.S. Customs duties, harbor and

environmental fees (including Texas Coastal protection fees), terminalling and

tankage charges.

E.2

CRUDE OIL QUALITY DETERMINATION

Load port origin vessel or tanks will need to be sampled and tested by the

government inspector prior to Discharge at the Sites for U.S. produced sour

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CONTRACT NO. 89243524CCR000063

Section E, Page E-2

Crude Oil receipts. More detailed information will be provided through the

Nomination form. A disport sample will be taken in order to confirm crude

oil quality from the load port.

The quality of the Crude Oil that is delivered by the Contractor to the DOE

will be determined from samples taken, in order of preference, (1) from a

representative sample collected by an automatic sampler whose performance

has been proven in accordance with the API Manual of Petroleum

Measurement Standards, Chapter 8 Section 2, Automatic Sampling of

Petroleum and Petroleum Products (ASTM D4177), latest edition; or (2)

from the Contractor’s tankage in accordance with API Manual of Petroleum

Measurement Standards, Chapter 8 Section 1, Manual Sampling of Petroleum

and Petroleum Products (ASTM International (ASTM) D4057), latest

edition; or (3) from a representative vessel composite sample obtained in

accordance with the API Manual of Petroleum Measurement Standards

Chapter 17 – Marine Measurement, Section 2 – Measurement of Cargoes On

Board Tank Vessels. Preference will be given to samples collected by means

of an automatic sampler when such a system is available and operational.

All methods above shall be in accordance with the latest API/ASTM

standards and methods. If the measurements are determined by the

Government contracted 3rd inspection company to be inaccurate or not to

represent the volume delivered by the Contractor, the subsequent order of

preference method, as stated above, shall apply.

If the Crude Oil tendered for delivery to the DOE does not meet the Crude

Oil specifications as provided in Section J, Exhibit C-1 (Paragraph B.8(d)

may be applicable), the Government reserves the right to refuse the

acceptance of the delivery and may exercise its rights under FAR 52.212-4.

The custody transfer quality/quantity oil analysis shall be performed by the

Government contracted third party inspection company lab as described in

E.1 and shall be documented as the official measurements of record. The

Contractor may request a representative portion of the custody transfer

sample for their internal purposes, but any varying analysis results obtained

by the Contractor shall not be binding on the Government nor override the

Government’s official measurements of record. The Contractor or his

representative may, at its option, arrange to witness and verify testing

simultaneously with the Government contracted third party inspection

company’s lab at its own expense. Such services, however, will be for the

account of the Contractor. Should the Contractor opt not to witness the

testing, then the Government findings will be binding on the Contractor.

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CONTRACT NO. 89243524CCR000063

Section E, Page E-3

For pipeline deliveries of Crude Oil to the SPR storage site, the Contractor

shall ensure that the commercial pipeline carriers provide Government

contracted third party inspection company access to the pipeline facilities for

the obtaining of Crude Oil samples.

NOTE: Any additional costs (including overtime) charged by the pipeline

carrier which are directly associated with the Government sampling

requirement shall be the responsibility of the Contractor.

E.3

CRUDE OIL QUANTITY DETERMINATION

The quantity of the Crude Oil that is delivered by the Contractor to the DOE

will be determined, in order of preference, (1) by delivery meter in

accordance with the API Manual of Petroleum Measurement Standards,

Chapters 5 – Metering Section 3 – Measurement of Liquid Hydrocarbons by

Turbine Meters; or (2) by opening and closing tank gauges (with adjustment

for opening and closing free water and Sediment and Water tests as

determined from shore tank samples; or (3) by vessel volumetric

measurements with qualified VEF in accordance with API Manual of

Petroleum Measurement Standards Chapter 17 – Marine Measurement. All

volumetric measurements will be corrected to net standard volume in barrels

at 60°F, using the API Manual of Petroleum Measurement Standards,

Chapter 11.1, Volume 1, Volume Correction Factors (ASTM D1250) (IP

200); Table 5A-Generalized Crude Oils, Correction of Observed API Gravity

to API Gravity at 60°F; Table 6A-Generalized Crude Oils, Correction of

Volume to 60°F Against API Gravity at 60°F, latest edition, and by

deducting the tank’s free water, and the entrained Sediment and Water as

determined by the testing of composite all levels samples taken from the

delivery tanks.

The quantity measurements shall be performed and certified by the

Government’s responsible party for delivery operations and witnessed by the

Government contracted third party inspection company at the delivery point.

The Contractor may, at its option, have representatives present at the

gauging/metering, sampling, and testing. Should the Contractor arrange for

additional inspection or testing services, those services will be paid by the

Contractor, and any results obtained by the Contractor shall not be binding on

the Government. The Government inspector is the inspector of record for all

movements.

EXXONMOBIL OIL CORPORATION PURCHASE — page 28

CONTRACT NO. 89243524CCR000063

PART I - THE SCHEDULE

SECTION F

DELIVERIES OR PERFORMANCE

EXXONMOBIL OIL CORPORATION PURCHASE — page 29

CONTRACT NO. 89243524CCR000063

Section F, Page F-i

PART I – THE SCHEDULE

SECTION F

DELIVERIES OR PERFORMANCE

TABLE OF CONTENTS

PAGE

F.1

SCHEDULING OF CRUDE OIL MOVEMENTS ......................................... F-1

F.2

DELIVERY AND RECEIPT DOCUMENTATION OF CRUDE OIL.......... F-3

F.3

PERIOD OF PERFORMANCE ...................................................................... F-4

EXXONMOBIL OIL CORPORATION PURCHASE — page 30

CONTRACT NO. 89243524CCR000063

Section F, Page F-1

SECTION F

DELIVERIES OR PERFORMANCE

F.1

SCHEDULING OF CRUDE OIL MOVEMENTS

For all deliveries for the month of

January 2025

, the Contractor shall

nominate a delivery program to the DOE not later than December 16, 2024.

The Government will respond to the Contractor not later than 5 business days

of submittal, confirming the schedule as originally submitted or proposing

alterations. The Contractor shall confirm nominations with the DOE via

email using the form included in Section J, Exhibit H.

For marine deliveries, the Contractor shall make necessary arrangements

with the commercial terminals connected to the DOE. Delivery program

nominations received by DOE subsequent to the required time period or

those altered as a result of a contract modification will be handled by DOE

on a best-efforts basis. Requests for contract modifications will be evaluated

after scheduling of original awards. The Contractor shall be deemed to have

agreed to such alterations unless the Contractor requests the Government to

reconsider its request within two business days of notification of delivery

range reduction. The Government will use its best efforts to accommodate

such requests, but its decision following any reconsideration shall be final

and binding.

For pipeline deliveries, the Contractor shall make necessary arrangements

with the commercial pipelines connected to the DOE or its interconnecting

pipelines. Nomination information regarding these deliveries will be

provided to the DOE not later than five days prior to the month in which

deliveries will be made. Delivery program nominations received by DOE

subsequent to the required time period or those altered as a result of a

contract modification will be handled by DOE on a best-efforts basis.

Requests for contract modifications will be evaluated after scheduling of

original awards. The Contractor shall be deemed to have agreed to such

alterations unless the Contractor requests the Government to reconsider its

request within two business days of notification of delivery range reduction.

The Government will use its best efforts to accommodate such requests, but

its decision following any reconsideration shall be final and binding.

The Contractor shall be responsible for meeting all delivery requirements

imposed by the commercial facilities, including complying with the rules,

EXXONMOBIL OIL CORPORATION PURCHASE — page 31

CONTRACT NO. 89243524CCR000063

Section F, Page F-2

regulations and procedures contained in applicable port/terminal manuals,

pipeline tariffs, or other applicable documents.

RESERVED.

Whenever an inspector and/or loss control representative is appointed by the

Contractor to witness the delivery operation (gauging, sampling, testing,

etc.), written notification shall be provided to the DOE, no later than 72 hours

prior to the scheduled date of each applicable cargo delivery to the DOE.

Absence of the name(s) of a Contractor’s inspector and/or representative on

the delivery documentation constitutes acceptance by the Contractor of the

delivery quantity and quality as determined by the DOE and/or its

representative(s).

The Contractor is solely responsible for making the necessary arrangements

with terminals and pipeline carriers, including tankage, to achieve any

minimum rate/quantity required by connecting commercial facilities to

ensure Crude Oil deliveries are made to the Bayou Choctaw SPR site.

Contractors are also cautioned that gauging and or testing of all incoming

Crude Oil to determine SPR compatibility as noted in Section J Exhibit C-1

will require the tank to be static. This should be a consideration of all

Offerors when investigating terminals/pipelines and when submitting

schedules as noted in B.6(c).

Because this is considered a domestic move, the Jones Act, 46 U.S. C.

§ 55102 Transportation of Merchandise, is the determinative maritime

transportation law. See Exhibit F.

RESERVED.

Due to varying conditions of vessel delivery and shipping or pipeline

transmission, the quantity actually delivered may vary by +/-5 percent for

each shipment. However, in accordance with Section B.6 and B.7, the

Contractor shall engage sufficient transportation capacity during the month’s

scheduled deliveries in order to ensure that the total contracted quantity will

be delivered, without exceeding the agreed upon quantity.

F.2

DELIVERY AND RECEIPT DOCUMENTATION OF CRUDE OIL

The quantity and quality determination of the Crude Oil delivered by the

Contractor shall be documented on the Material Inspection and Receiving Report

(DD Form 250 for pipeline and vessel receipts (DD250-1), see Section J, Exhibit

EXXONMOBIL OIL CORPORATION PURCHASE — page 32

CONTRACT NO. 89243524CCR000063

Section F, Page F-3

D for a sample of the form. Copies of the completed DD Form 250, with

applicable supporting documentation (i.e., metering or tank gauging tickets and

appropriate calculation worksheets), will be furnished to the Contractor and/or the

Contractor’s authorized representative after completion of delivery for electronic

signature agreeing to the quantity and quality of crude delivered.

Marine Bills of

Lading or Pipeline Statements identifying crude type shipped shall also be

provided by the contractor.

F.3

PERIOD OF PERFORMANCE

The monthly window for Crude Oil deliveries to the Bayou Choctaw SPR site are

January 1 through January 31, 2025. Requests for early deliveries will be

accommodated on a best efforts basis, terms subject to mutual agreement.

Preference for delivery ranges will be given to those Contractors who offer the

best value to the Government, in descending order. Nominations received

subsequent to due date (reference section F.1.a) will negate the order of preference

and will be scheduled on available basis.

EXXONMOBIL OIL CORPORATION PURCHASE — page 33

CONTRACT NO. 89243524CCR000063

PART I - THE SCHEDULE

SECTION G

CONTRACT ADMINISTRATION DATA

EXXONMOBIL OIL CORPORATION PURCHASE — page 34

CONTRACT NO. 89243524CCR000063

PART I – THE SCHEDULE

SECTION G

CONTRACT ADMINISTRATION DATA

TABLE OF CONTENTS

PAGE

G.1

DOE SPR CORRESPONDENCE PROCEDURES ..................................... G-1

G.2

BILLING INSTRUCTIONS ........................................................................ G-2

EXXONMOBIL OIL CORPORATION PURCHASE — page 35

CONTRACT NO. 89243524CCR000063

Section G, Page G-1

SECTION G

CONTRACT ADMINISTRATION DATA

G.1

DOE SPR CORRESPONDENCE PROCEDURES

To promote timely and effective administration, correspondence submitted under

this contract shall be subject to the following procedures:

Correspondence from the Contractor shall be submitted to the Contracting Officer,

the contract specialist, the Technical Representative (TR), Alternate Technical

Representative and FFPOCOL in an electronic format to the email addresses

provided below.

Contracting Officer’s email address is:

Kelly Gele

Kelly.Gele@spr.doe.gov

(504) 734-4343

The Contract Specialist’s email address is:

Jennie C. Thibodaux

Jennie.Thibodaux@spr.doe.gov

(504) 343-3538

The Technical Representative’s email address is:

Christopher Roark

Christopher.Roark@spr.doe.gov

(504) 734-4134

(504) 638-8372 cell

FFPOCOL@spr.doe.gov

G.2

BILLING INSTRUCTIONS

The Contractor must submit a draft invoice to the DOE Contracting Officer for

approval

before

they submit vouchers electronically through the Oak Ridge

Financial Service Center’s (ORFSC) Vendor Inquiry Payment Electronic

EXXONMOBIL OIL CORPORATION PURCHASE — page 36

CONTRACT NO. 89243524CCR000063

Section G, Page G-2

Reporting System (VIPERS). The DOE will provide a summary of net position

once all contracted volumes have been received into SPR caverns. Contractor will

use that information for submission of draft invoice to DOE Contracting Officer

prior to Oak Ridge submission. Note that DOE will only accept invoices once all

volumes have been delivered, do not submit invoices on a per cargo basis.

VIPERS allows vendors to submit vouchers, attach supporting documentation and

check the payment status of any voucher submitted to the DOE. Submitting

electronically provides benefits to vendors by:

Reducing the cost of paper and postage.

Allowing supporting documentation to be attached and routed with the voucher

to program and approving officials.

Immediately interfacing vouchers to DOE’s accounting system saving several

days of mail and manual processing time.

Decreasing potential errors caused by manual input.

Facilitating the prompt payment of vouchers.

To obtain access to and to use VIPERS, please visit the web page at

https://vipers.doe.gov

Detailed instructions on how to enroll and use the system are provided on the web

page. Please do not send a paper copy of a voucher that has been submitted

electronically.

The DOE will make invoice payments under the terms and conditions specified in

the contract by the 30

calendar day after the designated billing office receives a

proper invoice from the Contractor. The Government considers payment as being

made on the date of an electronic funds transfer (EFT).

A proper invoice must include the following:

Company name

Department of Energy contract number

Invoice number

SPR Cargo number

Delivery date

U.S. produced crude type

Shipped via (pipeline or vessel name)

Terminal location

DD Form 250 (copy)

Quantity (barrels)

EXXONMOBIL OIL CORPORATION PURCHASE — page 37

CONTRACT NO. 89243524CCR000063

Section G, Page G-3

Quality differential by type, API/Sulfur – as applicable (separate from Unit

Price)

Unit price (USD) – this is the line item price per contract

Total amount due (USD)

EXXONMOBIL OIL CORPORATION PURCHASE — page 38

CONTRACT NO. 89243524CCR000063

PART I - THE SCHEDULE

SECTION H

SPECIAL CONTRACT REQUIREMENTS

EXXONMOBIL OIL CORPORATION PURCHASE — page 39

CONTRACT NO. 89243524CCR000063

Section H, Page H-i

PART I – THE SCHEDULE

SECTION H

SPECIAL CONTRACT REQUIREMENTS

TABLE OF CONTENTS

PAGE

H.1

TITLE TO CRUDE OIL .............................................................................. H-1

H.2

NATIONAL AND OPERATIONAL EMERGENCIES .............................. H-1

H.3

FORCE MAJEURE………………………………………………………..H-1

EXXONMOBIL OIL CORPORATION PURCHASE — page 40

CONTRACT NO. 89243524CCR000063

Section H, Page H-1

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1

TITLE TO CRUDE OIL

Title to the Crude Oil delivered to the SPR will be transferred to the DOE at

the custody transfer measurement locations listed in Section E.1.

The DOE shall have the right to reject any Crude Oil which, when tendered

for delivery, may be involved in litigation, or the title of which may be in

dispute. Also, the DOE may require of the Contractor satisfactory evidence

of the Contractor’s perfect and unencumbered title or satisfactory indemnity

bond. The Contractor warrants and guarantees that it has good title thereto to

the Crude Oil being provided to the DOE.

H.2

NATIONAL AND OPERATIONAL EMERGENCIES

Crude Oil deliveries to the DOE may be rescheduled or redirected upon the

determination of a national or DOE operational emergency. A negotiated

adjustment to the contract will be made as a result of this direction if warranted.

H.3

FORCE MAJEURE

Force Majeure means, except for payment due hereunder, either party thereto shall

be relieved from liability for failure to perform hereunder for the duration and to

the extent such failure is occasioned by war, riots, insurrections, national

healthcare emergencies, fire, explosions, sabotage, strikes, and other labor or

industrial disturbances, acts of God or the elements, disruption or breakdown of

production or transportation facilities, delays of pipeline carrier in receiving and

delivering crude oil tendered, or by any other cause, whether similar or not,

reasonably beyond the control of such party. Any such failures to perform shall be

remedied with all reasonable dispatch.

EXXONMOBIL OIL CORPORATION PURCHASE — page 41

CONTRACT NO. 89243524CCR000063

PART II – CONTRACT CLAUSES

SECTION I

CONTRACT CLAUSES

EXXONMOBIL OIL CORPORATION PURCHASE — page 42

CONTRACT NO. 89243524CCR000063

Section I, Page I-i

PART 1 – THE SCHEDULE

SECTION I

CONTRACT CLAUSES

Table of Contents

Application of FAR and DEAR Clauses incorporated by reference is explained in FAR

52.252-2.

I.1

FAR 52.204-13

SYSTEM FOR AWARD

MANAGEMENT MAINTENANCE

(OCT 2018)

Reference

I.2

FAR 52.204-18

COMMERCIAL AND

GOVERNMENT ENTITY CODE

MAINTENANCE (AUG 2020)

Reference

I.3

FAR 52.212-4

CONTRACT TERMS AND

CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL

SERVICES (NOV 2023)

Full Text

I.4

FAR 52.212-5

CONTRACT TERMS AND

CONDITIONS REQUIRED TO

IMPLEMENT STATUES OR

EXECUTIVE ORDERS –

COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (FEB

2024)

Full Text

I.5

FAR 52.202-1

DEFINITIONS (JUN 2020)

Reference

I.6

FAR 52.203-3

GRATUITIES (APR 1984)

Reference

EXXONMOBIL OIL CORPORATION PURCHASE — page 43

CONTRACT NO. 89243524CCR000063

Section I, Page I-i

I.7

FAR 52.203-12

LIMITATION ON PAYMENTS TO

INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (JUN 2020)

Reference

I.8

FAR 52.203-17

CONTRACTOR EMPLOYEE

WHISTLEBLOWER RIGHTS (NOV

2023)

Reference

I.9

FAR 52.242-13

BANKRUPTCY (JUL 1995)

Reference

I.10

DEAR 952.202-1 DEFINITIONS

Reference

I.11

FAR 52.252-2

CLAUSES INCORPORATED BY

REFERENCE (FEB 1998)

Full Text

EXXONMOBIL OIL CORPORATION PURCHASE — page 44

CONTRACT NO. 89243524CCR000063

Section I, Page I-1

SECTION I

CONTRACT CLAUSES

I.3 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(a)

Inspection/Acceptance

. The Contractor shall only tender for acceptance those items

that conform to the requirements of this contract. The Government reserves the right to

inspect or test any supplies or services that have been tendered for acceptance. The

Government may require repair or replacement of nonconforming supplies or

reperformance of nonconforming services at no increase in contract price. 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. The Government must exercise its

postacceptance rights (1) within a reasonable time after the defect was discovered or

should have been discovered; and (2) before any substantial change occurs in the

condition of the item, unless the change is due to the defect in the item.

(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 Governmentwide commercial purchase card), the Contractor

may not assign its rights to receive payment under this contract.

(c)

Changes

. Changes in the terms and conditions of this contract may be made only by

written agreement of the parties.

(d)

Disputes

. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. 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 Federal Acquisition Regulation (FAR)

52.233-

, 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

EXXONMOBIL OIL CORPORATION PURCHASE — page 45

CONTRACT NO. 89243524CCR000063

Section I, Page I-2

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, 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 discount for prompt payment offered;

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

(viii) Name, title, and phone number of person to notify in event of defective

invoice; and

(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

EXXONMOBIL OIL CORPORATION PURCHASE — page 46

EXXONMOBIL OIL CORPORATION PURCHASE — page 47

CONTRACT NO. 89243524CCR000063

Section I, Page I-4

(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;

(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 41 U.S.C.

7109, 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 as 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

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.

EXXONMOBIL OIL CORPORATION PURCHASE — page 48

CONTRACT NO. 89243524CCR000063

Section I, Page I-5

(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

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 FAR

32.608-2

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

. The contract price includes all applicable Federal, State, and local taxes and

duties.

(l)

Termination for the Government's convenience

. The Government reserves the right to

terminate this contract, or any part hereof, 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,

EXXONMOBIL OIL CORPORATION PURCHASE — page 49

CONTRACT NO. 89243524CCR000063

Section I, Page I-6

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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87,

Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 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, Invoice, Other

Compliances, Compliance with Laws Unique to Government Contracts, and

EXXONMOBIL OIL CORPORATION PURCHASE — page 50

CONTRACT NO. 89243524CCR000063

Section I, Page I-7

Unauthorized Obligations 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) the Standard Form 1449; (8) other documents, exhibits, and attachments; and

(9) the specification.

(t) [Reserved]

(u)

Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause,

when any supply or service acquired under this contract is subject to any End User

License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or

agreement, that includes any clause requiring the Government to indemnify the

Contractor or any person or entity for damages, costs, fees, or any other loss or liability

that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall

govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall

be deemed to have agreed to such clause by virtue of it appearing in the

EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS,

or similar legal instrument or agreement is invoked through an "I agree"

click box or other comparable mechanism (

e.g

., "click-wrap" or "browse-

wrap" agreements), execution does not bind the Government or any

Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or

similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the

Government that is expressly authorized by statute and specifically authorized

under applicable agency regulations and procedures.

(v)

Incorporation by reference

. The Contractor's representations and certifications,

including those completed electronically via the System for Award Management (SAM),

are incorporated by reference into the contract.

(End of clause)

EXXONMOBIL OIL CORPORATION PURCHASE — page 51

CONTRACT NO. 89243524CCR000063

Section I, Page I-8

I.4 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (FEB 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation

(FAR) clauses, which are incorporated in this contract by reference, to implement

provisions of law or Executive orders applicable to acquisitions of commercial products

and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the

Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235)

and its successor provisions in subsequent appropriations acts (and as extended in

continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section

1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and

Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of

Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations

(NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors

(MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).52.233-3,

Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public

Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to

implement provisions of law or Executive orders applicable to acquisitions of

commercial products and commercial services: (Contracting Officer check as

appropriate.)

EXXONMOBIL OIL CORPORATION PURCHASE — page 52

CONTRACT NO. 89243524CCR000063

Section I, Page I-9

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN

2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[ ] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021)

(41 U.S.C. 3509).

[ ] (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies

to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41

U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast

Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract

Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

[ ] (6) (Reserved)

[ ] (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.

111-117, section 743 of Div. C).

[ ] (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-

Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

[X] (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023)

(Section 102 of Division R of Pub. L. 117-328).

[ ] (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—

Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-

Agency Contracts. (DEC 2023) ( Pub. L. 115–390, title II).

[ ] (11)(i) 52.204-30, 52.204–30, Federal Acquisition Supply Chain Security Act

Orders—Prohibition. (DEC 2023) ( Pub. L. 115–390, title II).

__ (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209-6, Protecting the Government's Interest When Subcontracting

with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021)

(31 U.S.C. 6101 note).

[X] (13) 52.209-9, Updates of Publicly Available Information Regarding

Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

EXXONMOBIL OIL CORPORATION PURCHASE — page 53

CONTRACT NO. 89243524CCR000063

Section I, Page I-10

[ ] (14) (Reserved)

[ ] (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT

2022) (15 U.S.C. 657a).

[ ] (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small

Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it

shall so indicate in its offer) (15 U.S.C. 657a).

[ ] (17) (Reserved)

[ ] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15

U.S.C. 644).

[ ] (ii) Alternate I (MAR 2020) of 52.219-6.

[ ] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15

U.S.C. 644).

[ ] (ii) Alternate I (MAR 2020) of 52.219-7.

[X] (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C.

637(d)(2) and (3)).

[ ] (21)(i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) (15 U.S.C.

637(d)(4)).

[ ] (ii) Alternate I (NOV 2016) of 52.219-9.

[ ] (iii) Alternate II (NOV 2016) of 52.219-9.

[ ] (iv) Alternate III (JUN 2020) of 52.219-9.

[ ] (v) Alternate IV (SEP 2023) of 52.219-9.

[ ] (22)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C.

644(r)).

[ ] (ii) Alternate I (MAR 2020) of 52.219-13.

[ ] (23) 52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

EXXONMOBIL OIL CORPORATION PURCHASE — page 54

CONTRACT NO. 89243524CCR000063

Section I, Page I-11

[ ] (24) 52.219-16, Liquidated Damages-Subcontracting Plan (SEP 2021) (15

U.S.C. 637(d)(4)(F)(i)).

[ ] (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-

Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the

SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

[X] (26)(i) 52.219-28, Post-Award Small Business Program Rerepresentation

(FEB 2024) (15 U.S.C. 632(a)(2)).

[ ] (ii) Alternate I (MAR 2020) of 52.219-28.

[ ] (27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to,

Economically Disadvantaged Women-Owned Small Business (EDWOSB)

Concerns (OCT 2022) (15 U.S.C. 637(m)).

[ ] (28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-

Owned Small Business Concerns Eligible Under the Women-Owned Small

Business Program (OCT 2022) (15 U.S.C. 637(m)).

[ ] (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR

2020) (15 U.S.C. 644(r)).

[ ] (30) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X] (32) 52.222-19, Child Labor-Cooperation with Authorities and Remedies

(FEB 2024).

[X] (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (34)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

[ ] (ii) Alternate I (FEB 1999) of 52.222-26.

[X] (35)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C.

4212).

[ ] (ii) Alternate I (JUL 2014) of 52.222-35.

[X] (36)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN

2020) (29 U.S.C. 793).

EXXONMOBIL OIL CORPORATION PURCHASE — page 55

CONTRACT NO. 89243524CCR000063

Section I, Page I-12

[ ] (ii) Alternate I (JUL 2014) of 52.222-36.

[X] (37) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C.

4212).

[X] (38) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (DEC 2010) (E.O. 13496).

[X] (39)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C.

chapter 78 and E.O. 13627).

[ ] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and

E.O. 13627).

[ ] (40) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O.

12989). (Not applicable to the acquisition of commercially available off-the-shelf

items or certain other types of commercial products or commercial services as

prescribed in FAR 22.1803.)

[ ] (41)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for

EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not

applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not

applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (42) 52.223-11, Ozone-Depleting Substances and High Global Warming

Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[ ] (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration

Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[ ] (44)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment

(JUN 2014) (E.O.s 13423 and 13514).

[ ] (ii) Alternate I (OCT 2015) of 52.223-13.

[ ] (45)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014)

(E.O.s 13423 and 13514).

[ ] (ii) Alternate I (JUN 2014) of 52.223-14.

EXXONMOBIL OIL CORPORATION PURCHASE — page 56

CONTRACT NO. 89243524CCR000063

Section I, Page I-13

[ ] (46) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY

2020) (42 U.S.C. 8259b).

[ ] (47)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer

Products (OCT 2015) (E.O.s 13423 and 13514).

[ ] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (48) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging

While Driving (JUN 2020) (E.O. 13513).

[ ] (49) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[ ] (50) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[ ] (51)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[ ] (ii) Alternate I (JAN 2017) of 52.224-3.

[ ] (52)(i) 52.225-1, Buy American-Supplies (OCT 2022) (41 U.S.C. chapter 83).

[ ] (ii) Alternate I (OCT 2022) of 52.225-1.

[ ] (53)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act

(NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19

U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-

182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-

41, 112-42, and 112-43.

[ ] (ii) Alternate I [Reserved]

[ ] (iii) Alternate II (DEC 2022) of 52.225-3.

[ ] (iv) Alternate III (FEB 2024) of 52.225-3.

[ ] (v) Alternate IV (OCT 2022) of 52.225-3.

[ ] (54) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19

U.S.C. 3301 note).

[X] (55) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s,

proclamations, and statutes administered by the Office of Foreign Assets Control

of the Department of the Treasury).

EXXONMOBIL OIL CORPORATION PURCHASE — page 57

CONTRACT NO. 89243524CCR000063

Section I, Page I-14

[ ] (56) 52.225-26, Contractors Performing Private Security Functions Outside the

United States (OCT 2016) (Section 862, as amended, of the National Defense

Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G

Note).

[ ] (57) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007)

(42 U.S.C. 5150).

[ ] (58) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency

Area (NOV 2007) (42 U.S.C. 5150).

[ ] (59) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

[ ] (60) 52.232-29, Terms for Financing of Purchases of Commercial Products and

Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

[ ] (61) 52.232-30, Installment Payments for Commercial Products and

Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

[X] (62) 52.232-33, Payment by Electronic Funds Transfer-System for Award

Management (OCT 2018) (31 U.S.C. 3332).

[ ] (63) 52.232-34, Payment by Electronic Funds Transfer - Other than System for

Award Management (JUL 2013) (31 U.S.C. 3332).

[ ] (64) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[ ] (65) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[ ] (66) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15

U.S.C. 637(d)(13)).

[X] (67)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial

Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

[ ] (ii) Alternate I (APR 2003) of 52.247-64.

[ ] (iii) Alternate II (NOV 2021) of 52.247-64.

commercial services, that the Contracting Officer has indicated as being incorporated in

this contract by reference to implement provisions of law or Executive orders applicable

EXXONMOBIL OIL CORPORATION PURCHASE — page 58

CONTRACT NO. 89243524CCR000063

Section I, Page I-15

to acquisitions of commercial products and commercial services: (Contracting Officer

check as appropriate.)

[ ] (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C.

chapter 67).

[ ] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014)

(29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-

Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C.

206 and 41 U.S.C. chapter 67).

[ ] (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-

Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[ ] (5) 52.222-51, Exemption from Application of the Service Contract Labor

Standards to Contracts for Maintenance, Calibration, or Repair of Certain

Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (6) 52.222-53, Exemption from Application of the Service Contract Labor

Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C.

chapter 67).

[ ] (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive

Order 14026 (JAN 2022).

[ ] (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022)

(E.O. 13706).

[ ] (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations

(JUN 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the

provisions of this paragraph (d) if this contract was awarded using other than sealed bid,

is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date

of award of this contract, and does not contain the clause at 52.215-2, Audit and Records

- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative

of the Comptroller General, shall have access to and right to examine any of the

Contractor's directly pertinent records involving transactions related to this

contract.

EXXONMOBIL OIL CORPORATION PURCHASE — page 59

CONTRACT NO. 89243524CCR000063

Section I, Page I-16

(2) The Contractor shall make available at its offices at all reasonable times the

records, materials, and other evidence for examination, audit, or reproduction,

until 3 years after final payment under this contract or for any shorter period

specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses

of this contract. If this contract is completely or partially terminated, the records

relating to the work terminated shall be made available for 3 years after any

resulting final termination settlement. Records relating to appeals under the

disputes clause or to litigation or the settlement of claims arising under or relating

to this contract shall be made available until such appeals, litigation, or claims are

finally resolved.

(3) As used in this clause, records include books, documents, accounting

procedures and practices, and other data, regardless of type and regardless of form.

This does not require the Contractor to create or maintain any record that the

Contractor does not maintain in the ordinary course of business or pursuant to a

provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d)

of this clause, the Contractor is not required to flow down any FAR clause, other than

those in this paragraph (e)(1) in a subcontract for commercial products or commercial

services. Unless otherwise indicated below, the extent of the flow down shall be as

required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41

U.S.C. 3509).

(ii) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41

U.S.C. 4712).

(iii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the

Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235)

and its successor provisions in subsequent appropriations acts (and as extended in

continuing resolutions)).

(iv) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section

1634 of Pub. L. 115-91).

(v) 52.204-25, Prohibition on Contracting for Certain Telecommunications and

Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of

Pub. L. 115-232).

EXXONMOBIL OIL CORPORATION PURCHASE — page 60

CONTRACT NO. 89243524CCR000063

Section I, Page I-17

(vi) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023)

(Section 102 of Division R of Pub. L. 117-328).

(vii) (A) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—

Prohibition. (DEC 2023) ( Pub. L. 115–390, title II).

(B) Alternate I (DEC 2023) of 52.204–30.

(viii) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C.

637(d)(2) and (3)), in all subcontracts that offer further subcontracting

opportunities. If the subcontract (except subcontracts to small business concerns)

exceeds the applicable threshold specified in FAR 19.702(a) on the date of

subcontract award, the subcontractor must include 52.219-8 in lower tier

subcontracts that offer subcontracting opportunities.

(ix) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(x) 52.222-26, Equal Opportunity (SEP 2015) (E.O. 11246).

(xi) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(xii) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29

U.S.C. 793).

(xiii) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(xiv) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with

paragraph (f) of FAR clause 52.222-40.

(xv) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter

67).

(xvi) [ ] (A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C.

chapter 78 and E.O. 13627).

[ ] (B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and

E.O. 13627).

(xvii) 52.222-51, Exemption from Application of the Service Contract Labor

Standards to Contracts for Maintenance, Calibration, or Repair of Certain

Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

EXXONMOBIL OIL CORPORATION PURCHASE — page 61

CONTRACT NO. 89243524CCR000063

Section I, Page I-18

(xviii) 52.222-53, Exemption from Application of the Service Contract Labor

Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C.

chapter 67).

(xix) 52.222-54, Employment Eligibility Verification (MAY 2022) (E. O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order

14026 (JAN 2022).

(xxi) 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O.

13706).

(xxii)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

(xxiii) 52.225-26, Contractors Performing Private Security Functions Outside the

United States (OCT 2016) (Section 862, as amended, of the National Defense

Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G

Note).

(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations

(JUN 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph

(e) of FAR clause 52.226-6.

(xxv) 52.232-40, Providing Accelerated Payments to Small Business

Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down

required in accordance with paragraph (c) of 52.232-40.

(xxvi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels

(NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in

accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial

products and commercial services a minimal number of additional clauses necessary to

satisfy its contractual obligations.

(End of clause)

I.11 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

EXXONMOBIL OIL CORPORATION PURCHASE — page 62

CONTRACT NO. 89243524CCR000063

Section I, Page I-19

This contract incorporates one or more clauses by reference, with the same force and

effect as if they were given in full text. Upon request, the Contracting Officer will make

their full text available. Also, the full text of a clause may be accessed electronically at

this/these address(es):

https://www.acquisition.gov/browse/index/far

https://www.acquisition.gov/dears

(End of clause)

EXXONMOBIL OIL CORPORATION PURCHASE — page 63

CONTRACT NO. 89243524CCR000063

PART III – LIST OF DOCUMENTS, EXHIBITS

AND OTHER ATTACHMENTS

SECTION J

LIST OF ATTACHMENTS

EXXONMOBIL OIL CORPORATION PURCHASE — page 64

CONTRACT NO. 89243524CCR000063

Section J, Page J-i

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J

TABLE OF CONTENTS

PAGE

J.A

EXHIBIT A – OFFER FORM ................................................................... J-1

J.B

EXHIBIT B – CONTRACT FORM .......................................................... J-3

J.C-1

EXHIBIT C-1 – SPR CRUDE OIL SPECIFICATIONS .......................... J-5

J.C-2

EXHIBIT C-2 – SPR GRAVCAP TABLES FOR QUALITY

ADJUSTMENT ......................................................................................... J-9

J.D

EXHIBIT D – MATERIAL INSPECTION AND RECEIVING

REPORT (DD 250) ..................................................................................... J-16

J.E

EXHIBIT E – CRUDE OIL DELIVERY LOCATION

INFORMATION ........................................................................................ J-20

J.F

EXHIBIT F – JONES ACT ........................................................................ J-32

J.G

EXHIBIT G – DIAGRAM OF DOE FACILITIES .................................... J-37

J.H

EXHIBIT H – SPR NOMINATION FORM ............................................. J-41

EXXONMOBIL OIL CORPORATION PURCHASE — page 65

CONTRACT NO. 89243524CCR000063

Section J, Page J-1

SECTION J.A

EXHIBIT A

OFFER FORM

RESERVED

EXXONMOBIL OIL CORPORATION PURCHASE — page 66

CONTRACT NO. 89243524CCR000063

Section J, Page J-2

SECTION J.B

EXHIBIT B

CONTRACT FORM –

INCLUDED IN PART 1, “THE SCHEDULE,” SECTION A

EXXONMOBIL OIL CORPORATION PURCHASE — page 67

CONTRACT NO. 89243524CCR000063

Section J, Page J-3

SECTION J.C-1

EXHIBIT C-1

SPR CRUDE OIL SPECIFICATIONS

EXXONMOBIL OIL CORPORATION PURCHASE — page 68

EXXONMOBIL OIL CORPORATION PURCHASE — page 69

CONTRACT NO. 89243524CCR000063

Section J, Page J-5

Total Nitrogen

D4629/D5762

Wt. %

Report

Basic Nitrogen

UOP269

Wt. %

Report

Commonly traded crude petroleum suitable for normal U.S. Gulf Coast refinery processing and free of foreign contaminants or

chemicals.

Alternate methods may only be used if approved by the contracting officer.

D7169 and D7900 data may be provided in requesting conditional acceptance of a Crude Oil. Distillation data according to

D2892 and D5236 will still be necessary for final qualification of a Crude Oil’s acceptance.

Light ends content specifications are interim and will be superseded if and when industry standards for light ends evaluation are

implemented.

Vapor pressure changed to better reflect current domestic crude standards

NOTE 1:

The Strategic Petroleum Reserve reserves the right to refuse to accept any Crude Oil which meets these specifications but

is deemed to be incompatible with existing stocks, or which has the potential for adversely affecting handling. In the event

the Strategic Petroleum Reserve refuses acceptance it may also exercise its rights under FAR 52.212-4.

NOTE 2:

The acceptability of any Crude Oil depends upon any assay, or certificates of analysis for each blend component, typical

of current production quality of the stream. Any Crude Oil offered to the Strategic Petroleum Reserve that meets these

specifications may be subject to additional testing for acceptance.

NOTE 3:

All Crude Oil shipments received by the SPR are tested to ensure they meet specifications.

NOTE 4:

All Crude Oil shipments received by the SPR pursuant to this solicitation must be sourced from U.S. production.

NOTE 5:

If a blended crude is to be submitted for consideration, then all component streams offered for blend must not exceed 45°

API gravity or fall below 27.0° API gravity to be considered suitable for injection into SPR caverns.

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CONTRACT NO. 89243524CCR000063

Section J, Page J-6

SECTION J.C-2

EXHIBIT C-2

GravCap Tables for Quality Adjustment

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CONTRACT NO. 89243524CCR000063

Section J, Page J-13

SECTION J.D

EXHIBIT D

MATERIAL INSPECTION AND RECEIVING REPORT

DD FORM 250 and DD FORM 250-1

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Section J, Page J-14

DD FORM 250

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CONTRACT NO. 89243524CCR000063

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Section J, Page J-17

SECTION J.E

EXHIBIT E

CRUDE OIL DELIVERY LOCATION INFORMATION

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CONTRACT NO. 89243524CCR000063

Section J, Page J-19

MARINE DOCK FACILITIES AND VESSEL RESTRICTIONS:

TANKSHIP DOCKS: 2 Docks: Nos. 1 and 2 Vessel criteria

Sugarland

Dock 1

Dock 2

LOA

940'

Deadweight

123,000

Displacement

104,000

Draft

35 ft.

40 ft.

Water

Fresh

Air Draft

153 ft.

154 ft.

Freeboard: Max water line to cargo manifold distance = 50 feet plus 12 feet

at New Orleans gauge (or 60 feet plus 2 feet at New Orleans gauge).

BARGE LOADING CAPABILITY: Dock 1

OILY WASTE RECEPTION FACILITIES:

(DOE latest information obtained from terminal. Any update

must be obtained directly from terminal)

EMPCo SUGARLAND TERMINAL

FACILITIES FOR RECEPTION OF DIRTY BALLAST, CARGO SLOPS AND

ENGINE-ROOM OILY WASTES:

Terminal does not facilitate nor handle these types of cargoes.

CUSTOMARY ANCHORAGE:

There are various areas of anchorage and waiting areas along the River to St. James.

They can be identified through the vessel’s agents and river pilots.

SECTION J.F

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CONTRACT NO. 89243524CCR000063

Section J, Page J-20

EXHIBIT F

JONES ACT

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Section J, Page J-21

EXHIBIT F

Offerors are advised that the requirements of the “Jones Act” must be met for the

marine delivery of crude oil purchased in this sale which is destined for U.S.

ports. The Secretary of the Department of Homeland Security has not issued a

general (‘blanket’) waiver of the ‘Jones Act’ for the marine delivery of crude oil

purchased in this sale. Consequently, it is necessary for an Apparently

Successful Offeror (ASO) to follow the procedures listed below for submission of

a Jones Act waiver request.

Prior to seeking a waiver of the “Jones Act” under 46 U.S.C. 501,

Contractors should contact the U.S. Maritime Administration (MARAD) to

seek information on the availability of U.S.-flag, suitable coastwise-

qualified vessels for the transportation of crude oil to be purchased by

SPR. In the event that a “Jones Act” waiver is required, and the Contractor

submits a request for a waiver, MARAD will provide information to the U.S.

Department of Homeland Security regarding the availability of such

vessels. If a U.S.-flag, suitable coastwise-qualified vessel is located, and

the Contractor uses such vessel for the transportation of crude oil to be

purchased by SPR, no waiver is needed.

MARAD can be contacted at:

Deputy Associate Administrator

Director of Cargo Preference and Domestic Trade

Maritime Administration

U.S. Department of Transportation

1300 New Jersey Avenue, SE

Washington, D.C. 20590

Telephone: (202) 366-4610

Fax: (202) 366-7901

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Section J, Page J-22

EXHIBIT F continued

And additional information related to domestic shipping is available

at:

http://www.marad.dot.gov/ships

shipping

landing

page/domestic

hipping/Domestic

Shipping.htm

Unless otherwise specified in the Request for Proposal, a Contractor seeking a

waiver of the "Jones Act" should submit a request by letter or electronic means,

in accordance with Department of Homeland Security requirements to:

U. S. Customs and Border Protection

Office of International Trade/Regulations and Rulings Chief

Cargo Security Carriers and Restricted Merchandise Branch

U.S. Department of Homeland Security

90 K Street, N.E., 10th Floor

Washington, D.C. 20229

Telephone No. (202) 325-0215

Fax: (202) 325-0154

Contractors should identify themselves as a participant in the Government

U.S. Produced Crude Oil purchase program in this Request for Proposal.

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Section J, Page J-23

EXHIBIT F continued

Copies of the Jones Act waiver requests should also be sent, as appropriate, to:

(1)

Deputy Associate Administrator

Director of Cargo Preference and Domestic Trade

Maritime Administration

U.S. Department of Transportation

1300 New Jersey Avenue, SE

Washington, D.C. 20590

Telephone: (202) 366-4610

Fax: (202) 366-7901

(2)

U.S. Department of Energy

Deputy Assistant Secretary for

Petroleum Reserves, CR-40

1000 Independence Avenue, SW

Washington, D.C. 20585

Telephone: (202) 586-4733

Fax: (202) 586-7919

(3) Contracting Officer, CR-46.6

Strategic Petroleum Reserve Project Management Office

Office of Acquisition and Sales

900 Commerce Road East

New Orleans, LA 70123

Telephone: (504) 734-4343

Fax: (504) 818-5343

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Section J, Page J-24

EXHIBIT F continued

(4) Office of the Assistant Deputy Under Secretary of Defense

(Transportation Policy) OADUSD

U.S. Department of Defense

3500 Defense Pentagon

Washington, DC 20301-3500

Telephone: (703) 601-4461 x102

Fax: (703) 601-4477

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Section J, Page J-25

SECTION J.G

EXHIBIT G

DIAGRAMS OF DOE FACILITIES

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Section J, Page J-26

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Section J, Page J-27

SECTION J.H

EXHIBIT H

SPR Nomination Form

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CONTRACT NO. 89243524CCR000063

PART IV – REPRESENTATIONS AND INSTRUCTIONS

SECTION K

REPRESENTATIONS, CERTIFICATIONS, AND

OTHER STATEMENTS OF OFFERORS OR RESPONDENTS

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Section K, Page K-1

PART IV – REPRESENTATIONS AND INSTRUCTIONS

SECTION K

REPRESENTATIONS, CERTIFICATIONS, AND

OTHER STATEMENTS OF OFFERORS OR RESPONDENTS

The Contractor’s representations and certifications, including those completed

electronically via the System for Award Management (SAM), are incorporated by

reference into the contract.

EXXONMOBIL OIL CORPORATION PURCHASE

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