EX-10.11 12 d502011dex1011.htm EX-10.11

Exhibit 10.11

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT |  | 1. CONTRACT ID CODE |  | PAGE |  | OF
|  |  | 1 |  | 3

2. AMENDMENT/MODIFICATION NO. 089 |  | 3. EFFECTIVE DATE 02/27/2017 |  | 4. REQUISITION/PURCHASE REQ. NO. |  | 5. PROJECT NO. (If applicable)
6. ISSUED BY CODE |  | 5ACAAQ |  | 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) |  | CODE |  | 5ACAAQ
DALE D. PARSAN Cargo Air Acquisitions Air Transportation CMC United States Postal Service 475 L’Enfant Plaza SW, Room 1P650 Washington DC 20260-0650 (202) 268-2223 |  | Cargo Air Acquisitions Air Transportation CMC United States Postal Service 475 L’Enfant Plaza SW, Room 1P650 Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State, and Zip Code) |  |  |  | (x) |  | 9A. AMENDMENT OF SOLICITATION NO.
FEDERAL EXPRESS CORPORATION |  |  |  |  |  |  |  |  |  |
3610 HACKS CROSS ROAD MEMPHIS TN 38125-8800 |  |  |  |  |  |  |  |  |  | 9B. DATED (SEE ITEM 11)
|  |  |  | x |  | 10A. MODIFICATION OF CONTRACT/ORDER NO. ACN-13-FX
|  |  |  |  |  |  |  |  |  | 10B. DATED (SEE ITEM 13)
SUPPLIER CODE: 000389122 |  | FACILITY CODE |  |  |  |  |  | 04/23/2013
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

☐ |  |  |  | ☐ is extended, ☐ is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required.) See Schedule |  | Net Increase: [*] |  |

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. |  |

(x) |  | A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) 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. |  |  |  |
☐ |  | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. |  |  |  |
☒ |  | D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. By Mutual Agreement of the Contracting Parties |  |  |  |

E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office. |  |
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Except as modified herein, all terms and conditions of the Contract remain in force and are unchanged. Effective February 27, 2017 (“Effective Date of Changes”), and unless otherwise agreed to by the parties in writing, these terms will apply to the performance of the parties’ obligations under the Contract. 1. Pursuant to Lines 3402 to 3404, the original Contract Term was for a Base Period of Performance of October 1, 2013 through September 30, 2020, with two 5-year renewal periods. By mutual agreement of the parties, the initial renewal period is hereby exercised in part, and the Contract’s Period of Performance is extended through September 29, 2024. 2. The attached updated ACN-13-FX Statement of Work and Terms and Conditions are hereby Continued… |  |

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. |  |

15A. NAME AND TITLE OF SIGNER (Type or print) Paul J. Herron, Vice President |  | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Brian Mckain
15B. CONTRACTOR/OFFEROR /s/ PAUL J. HERRON (Signature of person authorized to sign) |  |  |  | 15C. DATE SIGNED 2-22-2017 |  | 16B. CONTRACT AUTHORITY /s/ BRIAN MCKAIN (Signature of Contracting Officer) |  |  |  | 16C. DATE SIGNED 2/22/17

USPS Internal San Mateo Accounts Payable Use Only

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

CONTINUATION SHEET |  | REQUISITION NO. |  | PAGE 2 |  | Of 3 |  |
CONTRACT/ORDER NO. ACN-13-FX/089 |  | AWARD/ EFFECTIVE DATE 02/27/2017 |  | MASTER/AGENCY CONTRACT NO. |  | SOLICITATION NO. |  | SOLICITATION ISSUE DATE

ITEM NO |  | SCHEDULE OF SUPPLIES / SERVICES |  | QUANTITY |  | UNIT |  | UNIT PRICE |  | AMOUNT
|  | incorporated into the Contract. 3. Attachment 1, Postal Service Operating Periods is replaced in its entirety with the revised Attachment 1, Aviation Supplier Operating Periods. 4. Attachment 10, Pricing to the Contract is replaced in its entirety with the revised Attachment 10, Pricing. The revised Attachment 10, Pricing’s Day Network Fuel Linehaul Rate component is inclusive of all adjustments required pursuant to the “Fuel Adjustment” section of the Contract, and becomes effective for performance during the period of February 27, 2017 to April 2, 2017 (Operating Period 42). [*] 5. Attachment 18, Volume Acceptance Worksheet to the Contract is replaced in its entirety with the revised Attachment 18, Volume Acceptance Worksheet. 6. Attachment 21, Offshore Capacity Options is hereby incorporated in its entirety. 7. Attachment 22, Flexibility Option is hereby incorporated in its entirety. The obligations in this Modification are in addition to the obligations in the Contract. If conflict occurs between this contract modification and the Contract, this contract modification shall take precedence. Terms capitalized but not otherwise defined herein shall have the meaning given to them in the Contract. - Sub Rept Req’d: Y Carrier Code: FX Route Termini S: Various Route Termini End: Various Payment Terms: SEE CONTRACT Delivery: 11/28/2016 Discount Terms: See Schedule Accounting Info: Continued… |  |  |  |  |  |  |  |

USPS Internal San Mateo Accounts Payable Use Only

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

CONTINUATION SHEET |  | REQUISITION NO. |  | PAGE 3 |  | OF 3 |  |
CONTRACT/ORDER NO. ACN-13-FX/089 |  | AWARD/ EFFECTIVE DATE 02/27/2017 |  | MASTER/AGENCY CONTRACT NO. |  | SOLICITATION NO. |  | SOLICITATION ISSUE DATE

| ITEM NO |  |  | SCHEDULE OF SUPPLIES / SERVICES |  | QUANTITY |  | UNIT |  | UNIT PRICE |  | AMOUNT
|  |  |  | BFN: 670167 FOB: Destination Period of Performance: 09/30/2013 to 09/29/2024 Change Item 1 to read as follows: |  |  |  |  |  |  |  |
| 1 |  |  | Day Network |  |  |  |  |  |  |  | [*]
|  |  |  | Account Number: 53503 |  |  |  |  |  |  |
|  |  |  | This is for estimation purposes only and is not a guarantee of contract value. |  |  |  |  |  |  |  |

USPS Internal San Mateo Accounts Payable Use Only

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

United States Postal Service

AIR CARGO NETWORK

Contract ACN-13-FX

Awarded By:

Air Transportation CMC

Transportation Portfolio

Supply Management

475 L’Enfant Plaza SW

Room 1P 650

Washington, DC 20260-0650

April 23, 2013

Modification 1 Issued May 28, 2013

Modification 2 Issued June 24, 2013

Modification 3 Issued September 24, 2013

Modification 7 Issued October 22, 2013

Modification 11 Issued January 6, 2014

Modification 12 February 3, 2014

Modification 13 March 3, 2014

Modification 14 March 31, 2014

Modification 15 April 28, 2014

Modification 16 May 27, 2014

Modification 17, May 11, 2014

Modification 18, June 18, 2014

Modification 19, June 27, 2014

Modification 21, June 27, 2014

Modification 22, June 30, 2014

Air Cargo Network

Contract ACN-13-FX

Table of Contents

Modification 23, July 28, 2014

Modification 24, September 1, 2014

Modification 25, September 29, 2014

Modification 26, September 29, 2014

Modification 28, October 27, 2014

Modification 30, January 5, 2015

Modification 31, January 13, 2015

Modification 32, March 2, 2015

Modification 33, April 27, 2015

Modification 36, June 1, 2015

Modification 38, March 30, 2015

Modification 41, April 27, 2015

Modification 42, June 1, 2015

Modification 43, June 29, 2015

Modification 45, August 2, 2015

Modification 46, August 31, 2015

Modification 48, September 28, 2015

Modification 49, November 3, 2015

Modification 50, November 30, 2015

Modification 52, January 3, 2016

Modification 53, January 4, 2016

Modification 54, February 1, 2016

Modification 55, February 29, 2016

Modification 56, April 4, 2016

Modification 57, May 2, 2016

Modification 58, May 2, 2016

Modification 59, May 30, 2016

Modification 60, May 27, 2016

Modification 61, June 2, 2016

Modification 62, June 8, 2016

Modification 63, June 23, 2016

Modification 65, July 19, 2016

Modification 66, July 19, 2016

Modification 67, August 1, 2016 (Fuel)

Modification 69, August 23, 2016, replaces Mod 66

Modification 70, August 29, 2016

Modification 78, October 31, 2016

Modification 79, October 31, 2016 (Fuel)

Modification 85, November 28, 2016 (Fuel)

Modification 89, February 22, 2017

Air Cargo Network

Contract ACN-13-FX

Table of Contents

Table of Contents

Part 1: Statement of Work |  |  | 6 |
Purpose and Scope |  |  | 6 |
Scale |  |  | 6 |
Services Provided |  |  | 6 |
Service Points |  |  | 7 |
Management Plan |  |  | 7 |
Frequency |  |  | 8 |
Mail Assignment and Transport - Day Network |  |  | 8 |
Mail Assignment and Transport - Night Network |  |  | 8 |
Local Agreements |  |  | 8 |
Postal Service Performs Terminal Handling Service (THS) Operation - Day Network |  |  | 8 |
Aviation Supplier Planned Accommodation - Day Network |  |  | 9 |
Aviation Supplier Planned Accommodation - Night Network |  |  | 10 |
Delivery - Day Network |  |  | 10 |
Delivery - Night Network |  |  | 10 |
Saturday Delivery - Day Network |  |  | 10 |
Specific Delivery Instructions |  |  | 10 |
Boarding Priority - Day Network |  |  | 10 |
Boarding Priority - Night Network |  |  | 11 |
Repossession of Mail by the Postal Service |  |  | 11 |
Treatment of Exceptional Types of Mail |  |  | 11 |
Perishable Mail and Live Mail |  |  | 13 |
Registered Mail |  |  | 13 |
Offshore Capacity Requirement - Day Network |  |  | 13 |
Volume Commitment - General Information |  |  | 14 |
Volume Commitment - Contract Volume Minimum - Day Network |  |  | 14 |
Operating Period Volume Minimum - Day Network |  |  | 14 |
Operating Period Volume Minimum - Night Network |  |  | 14 |
Volume Commitment - Holiday - Day Network |  |  | 15 |
Volume Commitment - Holiday - Night Network |  |  | 15 |
Operating Periods |  |  | 16 |
Ordering Process - Non-Peak - Day Network |  |  | 16 |
Ordering Process - Non-Peak - Night Network |  |  | 18 |
Ordering Process - Peak - Day Network |  |  | 18 |
Ordering Process - Peak - Night Network |  |  | 19 |
Electronic Data Interchange (EDI) |  |  | 19 |
Operational Condition Reports |  |  | 20 |
Dimensional Weight Reports |  |  | 21 |
Scanning and Data Transmission |  |  | 21 |
Performance Requirements and Measurement |  |  | 22 |
Reduction of Payment |  |  | 23 |
Performance Management |  |  | 24 |
Sustainability |  |  | 24 |
Security |  |  | 25 |
Postal Service Employees Allowed Access |  |  | 25 |

Air Cargo Network

Contract ACN-13-FX

Table of Contents

Personnel Screening |  |  | 25 |
Payment Procedures |  |  | 29 |
Rates and Payment General |  |  | 29 |
Payment Processing - Day Network - Per Cube |  |  | 30 |
Payment Processing - Night Network - Per Pound |  |  | 33 |
Reconciliation Process |  |  | 33 |
Part 3: Contract Clauses |  |  | 35 |
Clause B-1: |  | Definitions (March 2006) (Tailored) |  |  | 35 |
Clause B-3: |  | Contract Type (March 2006) (Tailored) |  |  | 38 |
Clause B-9: |  | Claims and Disputes (March 2006) (Tailored) |  |  | 38 |
Clause B-10: |  | Pricing of Adjustments (March 2006) (Tailored) |  |  | 39 |
Clause B-15: |  | Notice of Delay (March 2006) (Tailored) |  |  | 40 |
Clause B-22: |  | Interest (March 2006) (Tailored) |  |  | 40 |
Clause B-25: |  | Advertising of Contract Awards (March 2006) |  |  | 40 |
Clause B-30: |  | Permits and Responsibilities (March 2006) (Tailored) |  |  | 40 |
Clause B-39: |  | Indemnification (March 2006) (Tailored) |  |  | 40 |
Clause B-45: |  | Other Contracts (March 2006) (Tailored) |  |  | 40 |
Clause B-65: |  | Adjustments to Compensation (March 2006) (Tailored) |  |  | 41 |
Clause B-69: |  | Events of Default (March 2006) (Tailored) |  |  | 42 |
Clause B-75: |  | Accountability of the Aviation Supplier (Non-Highway) (March 2006) (Tailored) |  |  | 42 |
Clause B-77: |  | Protection of the Mail (Non-Highway) (March 2006) (Tailored) |  |  | 43 |
Clause B-80: |  | Laws and Regulations Applicable (March 2006) (Tailored) |  |  | 44 |
Clause B-81: |  | Information or Access by Third Parties (March 2006) (Tailored) |  |  | 44 |
Clause B-82: |  | Access by Officials (March 2006) (Tailored) |  |  | 44 |
Clause 1-1: |  | Privacy Protection (July 2007) |  |  | 45 |
Clause 1-5: |  | Gratuities or Gifts (March 2006) |  |  | 46 |
Clause 1-6: |  | Contingent Fees (March 2006) |  |  | 46 |
Clause 1-11: |  | Prohibition Against Contracting with Former Officers or PCES Executives (March 2006) (Tailored) |  |  | 47 |
Clause 1-12: |  | Use of Former Postal Service Employees (March 2006) (Tailored) |  |  | 47 |
Clause 2-11: |  | Postal Service Property - Fixed-Price (March 2006) (Tailored) |  |  | 47 |
Clause 2-22: |  | Value Engineering Incentive (March 2006) |  |  | 49 |
Clause 3-1: |  | Small, Minority, and Woman-owned Business Subcontracting Requirements (March 2006) |  |  | 52 |
Clause 3-2: |  | Participation of Small, Minority, and Woman-owned Businesses (March 2006) |  |  | 53 |
Clause 4-1: |  | General Terms and Conditions (July 2007) (Tailored) |  |  | 53 |
Clause 4-2: |  | Contract Terms and Conditions Required to Implement Policies, Statutes, or Executive Orders (July 2009) (Tailored) |  |  | 57 |
Clause 4-7: |  | Records Ownership (March 2006) |  |  | 58 |
Clause 6-1: |  | Contracting Officer’s Representative (March 2006) |  |  | 58 |
Clause 9-1: |  | Convict Labor (March 2006) |  |  | 59 |
Clause 9-2: |  | Contract Work Hours and Safety Standards Act - Overtime Compensation (March 2006) |  |  | 59 |
Clause 9-7: |  | Equal Opportunity (March 2006) (Tailored) |  |  | 59 |
Clause 9-9: |  | Equal Opportunity Preaward Compliance of Subcontracts (March 2006) (Tailored) |  |  | 60 |
Clause 9-10: |  | Service Contract Act (March 2006) |  |  | 60 |
Clause 9-12: |  | Fair Labor Standards Act and Service Contract Act - Price Adjustment (February 2010) |  |  | 68 |
Clause 9-13: |  | Affirmative Action for Workers with Disabilities (March 2006) (Tailored) |  |  | 69 |
Clause 9-14: |  | Equal Opportunity for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans (February 2010) (Tailored) |  |  | 70 |
Contract Term |  |  | 72 |

Air Cargo Network

Contract ACN-13-FX

Table of Contents

Renewal Process |  |  | 72 |
Amendments or Modifications |  |  | 72 |
Assignment |  |  | 72 |
Bankruptcy |  |  | 73 |
Confidentiality |  |  | 73 |
Entire Agreement |  |  | 74 |
Force Majeure |  |  | 74 |
Frequency Adjustment |  |  | 75 |
Notices |  |  | 75 |
Severability |  |  | 76 |
Third Party Governmental Delays |  |  | 76 |
Waiver of Breach |  |  | 76 |
Part 4 - List of Attachments and Forms |  |  | 77 |
Attachment 1 |  | Aviation Supplier Operating Periods, dated February 8, 2017 |  |  | 77 |
Attachment 2 |  | Air Stops & Projected Volumes, dated January 8, 2013 |  |  | 77 |
Attachment 3 |  | Operating Plan, Day Network, dated October 31, 2016 |  |  | 77 |
Attachment 4 |  | Operating Plan, Night Network, dated October 31, 2016 |  |  | 77 |
Attachment 5 |  | Reserved |  |  | 77 |
Attachment 6 |  | Postal Furnished Property, April 16, 2013 |  |  | 77 |
Attachment 7 |  | Electronic Data Interchange Service Requirements, dated September 1, 2012 |  |  | 77 |
Attachment 8 |  | Investigative / Security Protocol and Guidelines, dated July 2012 |  |  | 77 |
Attachment 9 |  | Wage Determination, dated October 31, 2012 |  |  | 77 |
Attachment 10 |  | Pricing, dated February 22, 2017 |  |  | 77 |
Attachment 11 |  | Perishable Mail and Lives, April 22, 2013 |  |  | 77 |
Attachment 12 |  | Reserved |  |  | 77 |
Attachment 13 |  | Service Contract Act Wage Determinations, dated October 31, 2016 |  |  | 77 |
Attachment 14 |  | Contract Density, dated August 23, 2016 |  |  | 77 |
Attachment 15 |  | Average Weight Process, dated August 23, 2016 |  |  | 77 |
Attachment 16 |  | Re-labeling Process, dated June 27, 2014 |  |  | 77 |
Attachment 17 |  | Handling Unit Types, dated June 27, 2014 |  |  | 77 |
Attachment 18 |  | Volume Acceptance Worksheet, dated February 22, 2017 |  |  | 77 |
Attachment 19 |  | First Class Mail, Required Delivery Times, dated January 4, 2016 |  |  | 77 |
Attachment 20 |  | ULD Damage Cost Matrix, dated August 23, 2016 |  |  | 77 |
Attachment 21 |  | Offshore Capacity Options, dated February 22, 2017 |  |  | 77 |
Attachment 22 |  | [*], dated February 22, 2017 |  |  | 77 |
Forms: |  |  | 77 |
DOT Form F 5800.1 Hazardous Materials Incident Report |  |  | 77 |
I-9 Form |  | Employment Eligibility Verification |  |  | 77 |
PS Form 2025 |  | Contract Personnel Questionnaire |  |  | 77 |
PS Form 8203 |  | Order / Solicitation / Offer / Award |  |  | 77 |
US Treasury Form 941 Quarterly Federal Tax Return |  |  | 77 |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Part 1: Statement of Work

1 |  | Part 1: Statement of Work
2 |  |
3 |  |
4 |  | Purpose and Scope
5 |  | The United States Postal Service is seeking to purchase air transportation and ancillary services for
6 |  | mail to and from destinations within the contiguous forty-eight (48) states as well as non-contiguous
7 |  | areas to include Alaska, Hawaii, and Puerto Rico. This statement of work (SOW) provides for the
8 |  | transportation of mail on any flight in the aviation supplier’s air transportation network. It also provides
9 |  | for services associated with the transportation of mail by the aviation supplier. The air carrier’s
10 |  | network or transportation system may include its own flights, flights of its approved subcontractors,
11 |  | flights that may be dedicated to Postal operations, and Road Feeder Service.
12 |  |
13 |  |
14 |  | Scale
15 |  | The volume of mail (expressed in pounds and cubic feet) transported as contracted under this air
16 |  | cargo network contract may increase or decrease significantly over the term of the contract consistent
17 |  | with the needs of the Postal Service.
18 |  |
19 |  |
20 |  | Services Provided
21 |  | The aviation supplier shall provide sufficient resources to efficiently and effectively take possession,
22 |  | sort (if necessary), transport, scan, load, and deliver all mail to the designated destination Service
23 |  | Points specified by the Postal Service in Attachment 2: Air Stops & Projected Volumes, Attachment 3:
24 |  | Operating Plan, Day Network, and Attachment 4: Operating Plan, Night Network.
25 |  |
26 |  | The aviation supplier will present scan data for these events electronically to the Postal Service. See
27 |  | Attachment 7: Electronic Data Interchange Service Requirements.
28 |  |
29 |  | [*]
30 |  |
31 |  |
32 |  |
33 |  |
34 |  |
35 |  | The aviation supplier will be expected to (this list is not all inclusive):
36 |  | a. Coordinate and oversee its own operations; supervise and protect its own employees.
37 |  | b. Ensure that the necessary facility support and administrative functions are performed.
38 |  | c. Monitor performance.
39 |  | d. Provide feedback to the Postal Service.
40 |  | e. Ensure the integrity of data entry.
41 |  | f. Coordinate the exchange of information.
42 |  | g. Provide notification of changes or anticipated changes in services provided (including
43 |  | subcontractors) to the Postal Service.
44 |  | h. Scan material Handling Units.
45 |  | i. Assist in unloading or loading Unit Load Devices (ULDs) to or from surface transportation.
46 |  | j. Provide the correct type and quantity of equipment necessary to support the service
47 |  | requirements of this contract.
48 |  | k. Process mail for dispatch from the aviation supplier’s facility to the Postal Service facility.
49 |  | l. Close-out, receive, and dispatch all surface vehicles.
50 |  | m. Handle overflow volumes per Postal Service general directions.
51 |  | n. Cooperate with all aviation suppliers in the transportation service chain.
52 |  | o. Enter data timely and accurately.
53 |  | p. Prepare required reports.
54 |  | q. Perform verification of security seals on surface transportation.
55 |  | r. Ensure the security of all mail.
56 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 6 of 77

Air Cargo Network

Contract ACN-13-FX

Part 1: Statement of Work

57 |  |
58 |  | Service Points
59 |  | Service Points are the locations where tender and / or delivery takes place. The locations and tender
60 |  | and delivery specifications are listed in Attachment 3: Operating Plan, Day Network, and Attachment
61 |  | 4: Operating Plan, Night Network.
62 |  |
63 |  | The Day Network will service approximately eighty (80) origin and destination Service Points.
64 |  |
65 |  | The Night Network will service approximately one hundred forty-five (145) origin and destination
66 |  | Service Points
67 |  |
68 |  |
69 |  | Management Plan
70 |  | The aviation supplier shall develop and maintain a current Management Plan for dealing with normal
71 |  | daily operations as well as unscheduled and unexpected events affecting the expeditious operation of
72 |  | the facility, including aviation and surface service failure and delays. The Management Plan must also
73 |  | address the key personnel involved on a day to day basis.
74 |  |
75 |  | Updates to this plan shall be submitted to the Contracting Officer within ten (10) days of any changes
76 |  | to the plan. The aviation supplier shall review and verify, at least annually, that its management plan
77 |  | is current.
78 |  |
79 |  | The aviation supplier must train its employees to a level of familiarity that ensures a contingency plan
80 |  | can be exercised without delay. The following items must be addressed by the Management Plan; the
81 |  | list is not all inclusive.
82 |  |
83 |  | a. Late arriving aircraft and trucks
84 |  | • Ability to conduct two operations – Originating and Destinating
85 |  |
86 |  | b. Early arriving aircraft and trucks
87 |  | c. Mail arriving out of normal sequence
88 |  | d. Trucks not on-site for dispatch
89 |  | e. Inclement weather during operations
90 |  | • Snow issues
91 |  | • Ice storms
92 |  | • Airport closures
93 |  |
94 |  | f. Protection of the mail during inclement weather
95 |  | g. Labor actions
96 |  | h. Inadequate staffing
97 |  | i. An inability to complete all loading in time to meet tender
98 |  | j. Overflow mail
99 |  | k. Damaged and / or non air worthy containers
100 |  | l. Damaged surface containers
101 |  | m. Damaged or non-labeled mail
102 |  | n. Plan and schedule changes
103 |  | o. Loose load mail
104 |  | p. Hazardous Material (HAZMAT)-acceptable and non-acceptable pieces
105 |  | q. Handling and staging of live animals
106 |  | r. Running out of supplies such as placards, bypass tape, etc.
107 |  | s. Power losses – Describe in detail all steps to be taken in the event of power loss to
108 |  | include specific actions for back up power at the Terminal Handling Service (THS) location
109 |  | such as generators and other systems.
110 |  | t. Natural disasters
111 |  | u. Equipment breakdowns
112 |  | v. Airport closings
113 |  | w. Air Traffic Control (ATC) impact mitigation plan

Page 7 of 77

Air Cargo Network

Contract ACN-13-FX

Part 1: Statement of Work

114 |  |
115 |  |
116 |  | Frequency
117 |  | The initial frequency of service for the Day Network (Priority Mail / First Class network) is based on six
118 |  | (6) days of Postal Service delivery and shall be Tuesday through Sunday (X1).1 This will provide for
119 |  | approximately 307 (308 in a leap year) operating days annually. This excludes the widely observed
120 |  | holidays as listed in the sections titled, Volume Commitment – Holiday – Day Network and Volume
121 |  | Commitment – Holiday – Night Network.
122 |  |
123 |  | The initial frequency of service for the Night Network (Express Mail network) is based on five (5) days
124 |  | of Postal Service delivery and shall be Monday through Friday (X67).2 This will provide for
125 |  | approximately 254 (255 in a leap year) operating days annually. This excludes the widely observed
126 |  | holidays as listed in the sections titled, Volume Commitment – Holiday – Day Network and Volume
127 |  | Commitment – Holiday – Night Network.
128 |  |
129 |  |
130 |  | Mail Assignment and Transport - Day Network
131 |  | The aviation supplier shall provide flight schedules at least thirty (30) days in advance of the Operating
132 |  | Period. The Postal Service will create dispatch routing instructions based on the aviation supplier’s
133 |  | flight schedule and subsequently shown on the Postal Service Dispatch and Routing (D&R) Tag.
134 |  |
135 |  | The Postal Service agrees to provide up to seventy-five (75%) percent of the total volume assigned to
136 |  | the outbound flights to the aviation supplier one (1) hour before the scheduled ‘All Mail Due Aviation
137 |  | Supplier’ column as listed in Attachment 3: Operating Plan, Day Network. The Postal Service agrees
138 |  | to provide the remaining twenty-five (25%) percent by the ‘All Mail Due Aviation Supplier’ column listed
139 |  | in Attachment 3: Operating Plan, Day Network.
140 |  |
141 |  |
142 |  | Mail Assignment and Transport - Night Network
143 |  | The Postal Service agrees to provide up to seventy-five (75%) percent of the total volume assigned to
144 |  | the outbound flights to the aviation supplier thirty (30) minutes before the scheduled ‘All Mail Due
145 |  | Aviation Supplier’ column as listed in Attachment 4: Operating Plan, Night Network. The Postal
146 |  | Service agrees to provide the remaining twenty-five (25%) percent by the ‘All Mail Due Aviation
147 |  | Supplier’ column listed in Attachment 4: Operating Plan, Night Network.
148 |  |
149 |  |
150 |  | Local Agreements
151 |  | No Local Agreement (any informal agreement or working arrangement made between representatives
152 |  | of the aviation supplier, the Postal Service, or their agents who lack authority to bind either company)
153 |  | shall be binding, obligate the Postal Service or the aviation supplier, or otherwise give rise to any claim
154 |  | under this contract.
155 |  |
156 |  |
157 |  | Postal Service Performs Terminal Handling Service (THS) Operation - Day
158 |  | Network
159 |  | Mail will be tendered to the aviation supplier in accordance with the Operating Plan provided by the
160 |  | aviation supplier. The aviation supplier’s Operating Plan will be provided thirty (30) days before the
161 |  | start up of the Operating Period. The aviation supplier’s Operating Plan will specify the following
162 |  | information:
163 |  |
164 |  | Specific Type of Airline ULD per origin / destination
165 |  | Destination of Airline ULD – Direct (bypass)
|  | 1 X1 refers to the day of the week that service will not be performed. The days of the week are numbered consecutively from 1 through 7 beginning with Monday (1). “X1” means that service will operate each day of the week except Monday. 2 X67 refers to the days of the week that service will not be performed. “X67” means that service will operate each day of the week except Saturday and Sunday.

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166 |  | Destination of Airline ULD – Mixed (to be sorted at hub)
167 |  |
168 |  | The Operating Plan will be mutually agreed upon prior to implementation.
169 |  |
170 |  | The aviation supplier will transport, scan, and deliver the ULDs to the specific Service Points listed in
171 |  | Attachment 3: Operating Plan, Day Network. The Postal Service or its representative will build the
172 |  | ULDs in conformance with the aviation supplier’s Operating Plan.
173 |  |
174 |  | The aviation supplier will perform the following activities including, but not limited to:
175 |  |
176 |  | a. Sorting and scanning mail at an aviation supplier hub, as necessary, which also may include
177 |  | re-wrap and reapplication of Distribution & Routing (D&R) Tags to mail requiring such
178 |  | treatment, and dispatch on service responsive transportation
179 |  |
180 |  | b. In the unlikely event that mail tendered to the aviation supplier is in excess (overflow) of what
181 |  | may be transported, the aviation supplier shall:
182 |  | i. Secure the mail.
183 |  | ii. Scan all Handling Units and record the number of pieces, weight, and destination of
184 |  | all overflow Handling Units.
185 |  | iii. Immediately notify the local Postal official after becoming aware of an overflow
186 |  | situation. The Postal official will direct the aviation supplier to either hold the mail for
187 |  | the next outbound flight or return it to the designated Postal facility.
188 |  | iv. Prepare all overflow mail for delivery to the local designated Postal facility within
189 |  | twenty (20) minutes of receipt of Postal direction.
190 |  | v. Provide a written report of the overflow to the local Postal official with a copy to the
191 |  | COR.
192 |  |
193 |  | When transporting mail in carts, containers, or other vehicles, the mail must be securely enclosed to
194 |  | protect it from loss, depredation, and damage. The aviation supplier will stage mail in a secure area
195 |  | while in its possession. The aviation supplier is not allowed to transport mail in the cabs of its vehicles
196 |  | except for mail containing live animals.
197 |  |
198 |  |
199 |  | Aviation Supplier Planned Accommodation - Day Network
200 |  | The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from
201 |  | each origin daily. All mail accepted by the aviation supplier is subject to the service commitments set
202 |  | forth in this contract.
203 |  |
204 |  | FedEx will accept mail from Origin air stops as identified in Attachment 3 Operating Plan - Day
205 |  | Network in excess of 105% of Planned Capacity on a space available basis.
206 |  |
207 |  | If the Postal Service tenders mail to the aviation supplier after the ‘All Mail Due Aviation Supplier’
208 |  | column as shown in Attachment 3: Operating Plan, Day Network, the aviation supplier has the right to
209 |  | refuse that volume.
210 |  |
211 |  | Mail accepted after the agreed upon ‘All Mail Due Aviation Supplier’ column in Attachment 3:
212 |  | Operating Plan, Day Network, shall be subject to the same service commitments as mail tendered at
213 |  | or before the ‘All Mail Due Aviation Supplier’ column.
214 |  |
215 |  |

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216 |  |
217 |  | Aviation Supplier Planned Accommodation - Night Network
218 |  | The aviation supplier will guarantee space to accommodate up to 120% of the Planned Capacity from
219 |  | each origin daily. All mail accepted by the aviation supplier is subject to the service commitments set
220 |  | forth in this contract.
221 |  |
222 |  | If the Postal Service tenders mail in excess of 120% of the Planned Capacity for that Service Point,
223 |  | the aviation supplier may refuse to transport the excess tender. If the volume is accepted, the same
224 |  | service requirements apply.
225 |  |
226 |  | If the Postal Service tenders mail to the aviation supplier after the ‘All Mail Due Aviation Supplier’
227 |  | column as shown in Attachment 4: Operating Plan, Night Network, the aviation supplier has the right to
228 |  | refuse that volume.
229 |  |
230 |  | Mail accepted after the agreed upon ‘All Mail Due Aviation Supplier’ column in Attachment 4:
231 |  | Operating Plan, Night Network, shall be subject to the same service commitments as mail tendered at
232 |  | or before the ‘All Mail Due Aviation Supplier’ column.
233 |  |
234 |  |
235 |  | Delivery - Day Network
236 |  | The aviation supplier will deliver mail to a destination Service Point by the scheduled ‘Latest Delivery
237 |  | Time to Postal Service’ column in Attachment 3: Operating Plan, Day Network.
238 |  |
239 |  |
240 |  | Delivery - Night Network
241 |  | The aviation supplier will deliver mail to a Service Point by the scheduled ’Latest Delivery Time to
242 |  | Postal Service’ column in Attachment 4: Operating Plan, Night Network, on or before the scheduled
243 |  | delivery day (D+1) on Attachment 4: Operating Plan, Night Network. “D+1” is defined as the day
244 |  | following acceptance by the aviation supplier.
245 |  |
246 |  | At destination, the aviation supplier is required to unload the mail from the ULDs received, scan, and
247 |  | deliver the mail to the Postal Service.
248 |  |
249 |  |
250 |  | Saturday Delivery - Day Network
251 |  | See Attachment 3: Operating Plan, Day Network, for details on Saturday delivery.
252 |  |
253 |  |
254 |  | Specific Delivery Instructions
255 |  | The aviation supplier shall:
256 |  | a. Assist in loading and dispatching all outbound surface vehicles, as required
257 |  |
258 |  | b. Must develop a cooperative line of communication with the Postal Service to ensure the timely
259 |  | delivery and dispatch of mail. All efforts shall be made to provide an efficient and effective
260 |  | delivery to the Postal Service.
261 |  |
262 |  |
263 |  | Boarding Priority - Day Network
264 |  | The aviation supplier must board accepted mail using the following mail boarding preference order:
265 |  | a. Registered (Con-Con) Mail
266 |  |
267 |  | b. Lives
268 |  |
269 |  | c. Perishables
270 |  |
271 |  | d. HAZMAT, regardless of mail class

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272 |  |
273 |  | e. Domestic Priority and Express Mail
274 |  |
275 |  | f. First-Class Mail
276 |  |
277 |  | g. All Other Mail
278 |  |
279 |  | The Manager, Air Transportation Operations, or a Postal Service designee, will determine if the Postal
280 |  | Service should repossess any mail without exercising rights as described in the section titled
281 |  | Repossession of Mail by the Postal Service.
282 |  |
283 |  |
284 |  | Boarding Priority - Night Network
285 |  | The aviation supplier must board accepted mail using the following mail boarding preference order:
286 |  | a. Express Mail
287 |  | b. All other classes of mail
288 |  |
289 |  |
290 |  | Repossession of Mail by the Postal Service
291 |  | The Postal Service may, at any time, require the aviation supplier to return to the local Postal Service
292 |  | representative or agent at a Service Point, any or all of the mail in its possession at that location or the
293 |  | Postal Service may take possession of such mail from the aviation supplier.
294 |  |
295 |  |
296 |  | Treatment of Exceptional Types of Mail
297 |  | 1. Tagging of Hazardous Material
298 |  | The aviation supplier may carry mailable HAZMAT, subject to applicable law, rules and
299 |  | regulations, including, without limitation:
300 |  |
301 |  | a. ORM-D Air
302 |  | “ORM-D” stands for “Other Regulated Material-Class D.” ORM-D is a term developed by
303 |  | the Department of Transportation (DOT) that signifies the hazard class associated with a
304 |  | consumer commodity. Most hazardous materials accepted by the Postal Service for
305 |  | mailing are classified as ORM-D. A package marked ORM-D meets the standards for
306 |  | surface transportation only. “ORM-D-Air” signifies that the item meets the requirements
307 |  | for air and surface transportation.
308 |  |
309 |  | The Postal Service currently accepts limited quantity alternative marking options (square
310 |  | on point) for ORM-D and ORM-D-Air and plans to adopt mandatory effective dates as
311 |  | identified by the Department of Transportation. There are no intended changes to
312 |  | quantity limits, package weights, or documentation requirements for these mailable
313 |  | materials.
314 |  |
315 |  | b. Division Class 6.2
316 |  | Division Class 6.2 materials are not permitted in international mail or domestic mail,
317 |  | except when they are intended for medical or veterinary use, research, or laboratory
318 |  | certification related to the public health. These materials are permitted only when they are
319 |  | properly prepared for mailing to withstand shocks, pressure changes, and other conditions
320 |  | related to ordinary handling in transit.
321 |  |
322 |  | c. Division Class 9
323 |  | Division Class 9 items are miscellaneous hazardous materials or substance articles that
324 |  | present a hazard during transportation but do not meet the definition of any other hazard
325 |  | class. Examples of miscellaneous hazardous materials (not all of which are mailable)
326 |  | include solid dry ice, elevated temperature substances, environmentally hazardous
327 |  | substances, life-saving appliances, and asbestos.
328 |  |

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329 |  | d. Hazardous and Dangerous Goods
330 |  | The aviation supplier will accept all Dangerous Goods as defined in the Domestic Mail
331 |  | Manual, section 601.10. All Dangerous Goods will be tendered on the Night Network.
332 |  | The Postal Service will be in compliance with the current International Air Transport
333 |  | Association (IATA) allowed variations as listed for the aviation supplier. The Postal
334 |  | Service will tender all Dangerous Goods at least two hours prior to the tender time shown
335 |  | in Attachment 4: Operating Plan, Night Network. The Postal Service shall not tender any
336 |  | used sharps. Any future changes to Hazardous and Dangerous Goods requirements will
337 |  | be reviewed and must be acceptable to the aviation supplier prior to implementation of the
338 |  | changes.
339 |  |
340 |  | e. All other hazardous material that is packaged and distributed in a quantity and form
341 |  | intended or suitable for retail sale and designed for consumption by individuals for their
342 |  | personal care or household use purposes; reference
343 |  | http://pe.usps.gov/text/dmm300/601.htm#wp1065003.
344 |  |
345 |  | 2. Assignment of Hazardous Materials
346 |  | a. The tender of all hazardous materials will be performed a minimum of two (2) hours prior
347 |  | to the final tender time of the intended flight.
348 |  |
349 |  | b. The desired flight assignment of HAZMAT is to non-stop or direct flights.
350 |  |
351 |  | c. No surcharge is offered for the transportation of HAZMAT mail.
352 |  |
353 |  | d. A copy of the manifest and the assigned item MUST be handed to an aviation supplier
354 |  | representative a minimum of two (2) hours prior to the closeout time of the intended flight.
355 |  | The aviation supplier representative will be responsible for ensuring that the information
356 |  | on the postal manifest which includes the number of pieces, weight, and appropriate
357 |  | shipper’s certification detail is incorporated onto the aircraft load manifest and pilot
358 |  | notification paperwork as outlined in CFR 49, Part 175, Carriage by Aircraft.
359 |  |
360 |  | e. Aviation supplier Refusal to Accept Hazardous Materials: If the aviation supplier refuses
361 |  | to accept a properly prepared HAZMAT item, it shall document the reasons leading to the
362 |  | refusal. Documentation will include:
363 |  | i. Name and address of mailer and air carrier;
364 |  | ii. The type and amount of hazardous material; and
365 |  | iii. The reason for refusal.
366 |  |
367 |  | f. HAZMAT Spills, Releases, Incidents, and Emergencies
368 |  | i. While in the possession of the aviation supplier, but not on board an aircraft:
369 |  | Hazardous Material items which are damaged must not be boarded on the
370 |  | aircraft. HAZMAT incidents which occur following the tender but prior to
371 |  | boarding of the aircraft, or after unloading from an aircraft and before delivery
372 |  | to the Postal Service, causing injury, illness, significant property damage, or
373 |  | disruption in operations will require the aviation supplier to enter the required
374 |  | information into the Mail Piece Incident Reporting Tool (MIRT), a Postal
375 |  | Service intranet tool for the collection of information on leaking and other non-
376 |  | mailable items.
377 |  |
378 |  | ii. While on board an aircraft:
379 |  | Any incident which occurs while on board an aircraft will require the aviation
380 |  | supplier to complete a Department of Transportation (DOT) Form F 5800.1
381 |  | (01-2004), Hazardous Materials Incident Report. A copy of this form must be
382 |  | sent to the COR within twenty-four (24) hours of the incident with all
383 |  | information available. The incident type is not limited to hazardous material
384 |  | and may include hazardous cargo spills which come in contact with the mail.
385 |  |

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386 |  |
387 |  | Perishable Mail and Live Mail
388 |  | The aviation supplier will be required to transport as mail perishable items which the Postal Service
389 |  | has accepted as mailable under Domestic Mail Manual (DMM) 601, sub section 9.0, including live
390 |  | animals as discussed at DMM 601 subsection 9.3. The Postal Service will notify the aviation supplier
391 |  | a minimum of two (2) hours prior to the ‘All Mail Due Aviation Supplier’ time as listed in Attachment 3:
392 |  | Operating Plan, Day Network, and Attachment 4: Operating Plan, Night Network, of the intended flight
393 |  | of known perishable mail, including live animals.
394 |  |
395 |  | Attachment 11: Perishable Mail and Lives, details the requirements for preparation and tender of
396 |  | perishable mail and live animal shipments.
397 |  |
398 |  |
399 |  | Registered Mail
400 |  | The aviation supplier will accept Registered Mail provided in Con-Cons for the Day Network only.
401 |  | Registered Mail Con-Cons will be a part of the Planned Capacity and will be tendered in accordance
402 |  | with Attachment 3: Operating Plan, Day Network.
403 |  |
404 |  | Upon request, the aviation supplier shall furnish the Postal Service the following information
405 |  | concerning Registered Mail:
406 |  | • Aircraft number,
407 |  | • Aircraft compartment location,
408 |  | • Actual flight departure time, and
409 |  | • Any accident or irregularity which occurs to a flight containing Registered Mail.
410 |  |
411 |  | Registered Mail Handling Units will have a D&R Tag affixed indicating the final destination air stop.
412 |  | This Handling Unit shall remain intact and shall not be opened by the aviation supplier. The desired
413 |  | routing for Registered Mail shipments will be to non-stop or direct flights only.
414 |  |
415 |  | The aviation supplier shall advise the U.S. Postal Inspection Service, local Postal Service
416 |  | representatives, and will send an email message to the COR of any Registered Mail that does not
417 |  | make its planned dispatch for disposition instructions.
418 |  |
419 |  |
420 |  | Offshore Capacity Requirement - Day Network
421 |  |
422 |  | The aviation supplier shall make available at least the volumes, in cubic feet (ft3), by day of week into
423 |  | and out of Anchorage (ANC), Honolulu (HNL), and San Juan (SJU) in accordance with the Origin
424 |  | Airstop Level Distribution (CUFT) and Destinating Airstop Level Distribution (CUFT) as set forth in
425 |  | Attachment 18: Volume Acceptance Worksheet. The Origin Airstop Level Percentage and
426 |  | Destinating Airstop Level Percentage are not applicable in the determination of the aviation supplier’s
427 |  | offshore capacity obligation. The Postal Service may increase the capacity to SJU, HNL and/or ANC
428 |  | as needed through the planning process by mutual agreement with the aviation supplier or may
429 |  | increase the capacity to SJU and/or HNL through the unilateral exercise of option one and / or option
430 |  | two as set forth in Attachment 21: Offshore Capacity Options.
431 |  |
432 |  | In the event that destinating offshore volumes exceed the volumes listed in “Offshore Capacity
433 |  | Requirement - Day Network” at the Aviation Supplier’s Memphis hub, the excess volume will receive a
434 |  | scan in Memphis that qualifies as a Delivery Scan. This scan will fulfill the requirement that the
435 |  | aviation supplier obtain a destination Delivery Scan under Payment Procedures. The time of the scan
436 |  | will also be used to measure performance under Performance Requirements and Measurement and in
437 |  | the assessment of reductions under Reduction of Payment.
438 |  |
439 |  | All destinating offshore volume will move to the offshore destination as part of the Aviation Supplier’s
440 |  | services under this contract, on a first-in, first-out basis. The Aviation Supplier is still responsible for
441 |  | performing a Delivery Scan when the volume is tendered to the Postal Service at the offshore
442 |  | destination.

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443 |  |
444 |  |
445 |  | Volume Commitment - General Information
446 |  | The Day Network operating week is defined as Tuesday through Sunday inclusive (X1).
447 |  |
448 |  | The Night Network operating week is defined as Monday through Friday inclusive (X67).
449 |  |
450 |  | The Postal Service is not obligated to request consistent capacity by day of the week. Requests for
451 |  | capacity are detailed in the Ordering Process sections.
452 |  |
453 |  | The following constitute the only minimum volume guarantees under this contract:
454 |  | • Contract Volume Minimum of [*] cubic feet on the Day Network.
455 |  | • The Contract Volume Minimum may be reduced in accordance with Clause 4-1:
456 |  | General Terms and Conditions, paragraph m, and Frequency Adjustment found in
457 |  | Part 3: Contract Clauses.
458 |  |
459 |  | [*]
460 |  |
461 |  |
462 |  |
463 |  |
464 |  | • 90% of Planned Capacity for the Night Network for each Operating Period
465 |  |
466 |  | Any monies due as a result of the Postal Service not meeting its Contract Volume Minimum or its
467 |  | Operating Period Volume Minimum as measured and calculated at the end of each Operating Period
468 |  | will be included as part of the Operating Period’s reconciliation process.
469 |  |
470 |  | On operating days where volume for lanes with Planned Capacity is withdrawn, withheld, or not
471 |  | transported under the Repossession of Mail by the Postal Service or Force Majeure sections, that
472 |  | volume will not be included in calculating the Operating Period Volume Minimum. The Contract
473 |  | Volume Minimum will be reduced for the Operating Period by the amount of that volume.
474 |  |
475 |  |
476 |  | Volume Commitment - Contract Volume Minimum - Day Network
477 |  | A minimum of [*] cubic feet per operational day, averaged across six (6) days per week, and
478 |  | measured across each Operating Period, will constitute the Contract Volume Minimum guaranteed to
479 |  | be paid by the Postal Service.
480 |  |
481 |  |
482 |  | Operating Period Volume Minimum - Day Network
483 |  | [*]
484 |  |
485 |  |
486 |  |
487 |  |
488 |  |
489 |  |
490 |  |
491 |  |
492 |  |
493 |  |
494 |  | Operating Period Volume Minimum - Night Network
495 |  | [*]
496 |  |
497 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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498 |  | [*]
499 |  |
500 |  |
501 |  |
502 |  |
503 |  |
504 |  |
505 |  | Volume Commitment - Holiday - Day Network
506 |  | Each holiday will be addressed separately between the parties during the Ordering Process. The
507 |  | holidays are:
508 |  | • New Year’s Day (widely observed)
509 |  | • Martin Luther King Day
510 |  | • Presidents’ Day
511 |  | • Memorial Day (widely observed)
512 |  | • Independence Day (widely observed)
513 |  | • Labor Day (widely observed)
514 |  | • Columbus Day
515 |  | • Veterans Day
516 |  | • Thanksgiving (widely observed)
517 |  | • Christmas (widely observed)
518 |  |
519 |  | For purposes of Contract Volume Minimum and Operating Period Volume Minimum calculations, the
520 |  | following days will not be included:
521 |  | • Widely observed holidays
522 |  | • The day following the widely observed holidays that occur on a Monday
523 |  | • Non-widely observed holidays that occur on a Monday
524 |  |
525 |  | For purposes of Contract Volume Minimum and Operating Period Volume Minimum calculations, the
526 |  | following days will be included at a 50% volume level:
527 |  | • The day following widely observed holidays not occurring on a Monday
528 |  | • Non-widely observed holidays not occurring on a Monday
529 |  | • The day after a non-widely observed holiday
530 |  |
531 |  |
532 |  | Volume Commitment - Holiday - Night Network
533 |  | Each holiday will be addressed separately between the parties during the Ordering Process. The
534 |  | holidays are:
535 |  | • New Year’s Day (widely observed)
536 |  | • Martin Luther King Day
537 |  | • Presidents’ Day
538 |  | • Memorial Day (widely observed)
539 |  | • Independence Day (widely observed)
540 |  | • Labor Day (widely observed)
541 |  | • Columbus Day
542 |  | • Veterans’ Day
543 |  | • Thanksgiving (widely observed)
544 |  | • Christmas (widely observed)
545 |  |
546 |  | The widely observed holidays will not be included in the Operating Period Volume Minimum
547 |  | calculation.
548 |  |
549 |  | The non-widely observed holidays will be included at a 50% volume level in the Operating Period
550 |  | Volume Minimum calculation.
551 |  |
552 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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553 |  | Operating Periods
554 |  |
555 |  | The Operating Periods shall be those monthly operating periods established and utilized by the
556 |  | aviation supplier in its general operations. The Operating Periods for the time period from October 2,
557 |  | 2017 – September 29, 2024 are set forth in the revised Attachment 1: Aviation Supplier Operating
558 |  | Periods. The aviation supplier will provide any updates or changes to the Aviation Supplier Operating
559 |  | Periods not identified in Attachment 1 at least 24 months in advance of each such Operating Period.
560 |  | Each Operating Period will be either four or five weeks. The Peak Operating Periods are and will be
561 |  | designated in Attachment 1: Aviation Supplier Operating Periods.
562 |  |
563 |  | Ordering Process - Non-Peak - Day Network
564 |  | The Postal Service will provide the aviation supplier mail volumes in accordance with the identified
565 |  | schedule specified below. The forecasting structure will specify each origin / destination lane pair
566 |  | including cubic feet by day of week for the pairs. The Postal Service will request capacity based on
567 |  | specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, a Saturday plan, and a
568 |  | Sunday plan (i.e., Combined Distribution).
569 |  |
570 |  | By October 1, 2018, the Postal Service may elect to change the requested capacity distribution from
571 |  | the current Combined Distribution (Tuesday / Wednesday plan, a Thursday / Friday plan, a Saturday
572 |  | plan, and a Sunday plan), to a Daily Distribution (a Tuesday plan, a Wednesday plan, a Thursday
573 |  | plan, a Friday plan, a Saturday plan, and a Sunday plan), and the aviation supplier must accept the
574 |  | volume in the Attachment 18 using the elected distribution method per current operating rules. The
575 |  | aviation supplier will implement the change as soon as practicable but no later than 150 calendar days
576 |  | after receiving the request. If the Postal Service elects to change the requested capacity distribution
577 |  | to the Daily Distribution, the Postal Service will retain the right to revert back to the Combined
578 |  | Distribution within three (3) years of implementation of the Daily Distribution. The aviation supplier will
579 |  | implement the change back to a Combined Distribution as soon as practicable but no later than six (6)
580 |  | months following receipt by the aviation supplier of the Postal Service’s notice. The associated pricing
581 |  | will become effective six (6) months after the Aviation Supplier’s receipt of the notice.
582 |  |
583 |  | If the Postal Service elects to request capacity based on the Daily Distribution, the following will apply:
584 |  |
585 |  | a. [*]
586 |  |
587 |  |
588 |  |
589 |  |
590 |  |
591 |  | b. The Postal Service will request capacity based on specific plans for a Tuesday plan, a
592 |  | Wednesday plan, a Thursday plan, a Friday plan, a Saturday plan, and a Sunday plan.
593 |  |
594 |  | The Postal Service will provide the aviation supplier a request for capacity, lane by lane, expressed in
595 |  | cubic feet, one hundred-twenty (120) days prior to the beginning of an Operating Period. The aviation
596 |  | supplier is required to offer the Postal Service the Target Planned Capacity and the distribution of the
597 |  | Target Planned Capacity by origin, destination, and day of week as set forth in Attachment 18:
598 |  | Volume Acceptance Worksheet, excluding offshore locations (ANC, HNL, and SJU). For the offshore
599 |  | locations, the aviation supplier shall offer the Postal Service the volumes, in cubic feet, as set forth
600 |  | under Offshore Capacity Requirement – Day Network section of this contract. If the average daily
601 |  | volume for any eight (8) consecutive Operating Periods is less than [*] of the Target Planned
602 |  | Capacity, the aviation supplier may elect to reduce the Target Planned Capacity to the ADV of the
603 |  | previous twelve (12) Operating Periods. If the aviation supplier elects to reduce the Target Planned
604 |  | Capacity, the distribution of the Target Planned Capacity by origin, destination, and day of week shall
605 |  | remain unchanged. If the Target Planned Capacity is reduced below [*] cubic feet ADV, then
606 |  | any modifications to the Tier pricing and volume ranges as a result of the Postal Service electing a
607 |  | [*] as set forth below, except such adjustments made to pricing as a result of the
608 |  | exercise of other options under this Agreement, will revert back to the Tier pricing and volume ranges
609 |  | effective February 27, 2017 upon implementation of the change. Any Network Expansion Fees paid

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Part 1: Statement of Work

610 |  | under prior Postal Service [*] elections will be non-refundable. The aviation supplier will
611 |  | implement the change as soon as practicable but no later than 150 days after electing to reduce the
612 |  | Target Planned Capacity. In no event will any adjustment to the Base Tier Rate result in an increase
613 |  | or reduction of the Base Tier from 350,000 cubic feet ADV.
614 |  |
615 |  | The Target Planned Capacity may be adjusted in accordance with the terms as set forth below.
616 |  | Offshore (Anchorage, Alaska; Honolulu, Hawaii; and San Juan, Puerto Rico) and Road Feeder
617 |  | Service locations (as designated in ACN-13-FX Attachment 3: Operating Plan, Day Network) are
618 |  | excluded from these terms.
619 |  |
620 |  | [*]
621 |  |
622 |  |
623 |  |
624 |  |
625 |  |
626 |  |
627 |  |
628 |  |
629 |  |
630 |  |
631 |  |
632 |  |
633 |  |
634 |  |
635 |  |
636 |  |
637 |  |
638 |  |
639 |  |
640 |  |
641 |  |
642 |  |
643 |  |
644 |  |
645 |  |
646 |  |
647 |  |
648 |  |
649 |  |
650 |  |
651 |  |
652 |  |
653 |  |
654 |  |
655 |  |
656 |  |
657 |  |
658 |  |
659 |  |
660 |  |
661 |  |
662 |  |
663 |  |
664 |  |
665 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Contract ACN-13-FX

Part 1: Statement of Work

666 |  | [*]
667 |  |
668 |  |
669 |  |
670 |  |
671 |  |
672 |  |
673 |  |
674 |  |
675 |  |
676 |  |
677 |  |
678 |  |
679 |  | Over the course of the Ordering Process for two (2) Operating Periods, the Postal Service may reduce
680 |  | volume down to the Contract Volume Minimum.
681 |  |
682 |  | The request for capacity shall be presented to the aviation supplier in a mutually agreed upon
683 |  | electronic origin / destination format.
684 |  |
685 |  | Bypass containers will be allocated in lanes where the requested capacity is greater than one hundred
686 |  | and ten (110) percent of the cubic capacity of the ULD configuration for the aircraft planned for the
687 |  | Service Point provided there is sufficient space to flow the Bypass container from the origin to the final
688 |  | destination on the scheduled flights. To facilitate this process, the Postal Service and the aviation
689 |  | supplier will jointly agree upon both Bypass and Mixed containers to be built at all origins during the
690 |  | Ordering Process.
691 |  |
692 |  |
693 |  | Ordering Process - Non-Peak - Night Network
694 |  | The Postal Service will provide the aviation supplier mail volumes in accordance with the identified
695 |  | schedule specified below. The forecasting structure will specify each origin / destination lane pair
696 |  | including weight.
697 |  |
698 |  | [*]
699 |  |
700 |  |
701 |  |
702 |  |
703 |  |
704 |  |
705 |  |
706 |  |
707 |  |
708 |  | The request for capacity shall be presented to the aviation supplier in a mutually agreed upon
709 |  | electronic origin / destination format.
710 |  |
711 |  |
712 |  | Ordering Process - Peak - Day Network
713 |  | The Peak Operating Period will consist of four or five individual weeks, measured and planned as
714 |  | independent of each other. One of the five weeks of the Peak Operating Period will include the week
715 |  | of Christmas. As such, the requested volume capacity will include the Christmas week. The
716 |  | forecasting structure will specify each origin / destination lane pair including weight or cubic feet by
717 |  | day of week for the pairs. Under the Combined Distribution, referenced above, the Postal Service will
718 |  | request capacity based on specific plans for a Tuesday / Wednesday plan, a Thursday / Friday plan, a
719 |  | Saturday plan and a Sunday plan. Under the Daily Distribution, referenced above, the Postal Service
720 |  | will request capacity based on specific plans for a Tuesday plan, a Wednesday plan, a Thursday plan,
721 |  | a Friday plan, a Saturday plan, and a Sunday plan.
722 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 18 of 77

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Contract ACN-13-FX

Part 1: Statement of Work

723 |  |
724 |  |
725 |  | The aviation supplier will make available for the Peak Operating Period for the Day Network volume
726 |  | greater than or equal to 120% of the average Planned Capacity of the eleven non-Peak Operating
727 |  | Periods prior to the applicable Peak Operating Period. The daily and weekly Peak capacity allocation
728 |  | percentages will, at a minimum, align with the previous Peak Operating Period’s Planned Capacity.
729 |  | For the Peak Operating Period, the Postal Service will provide the aviation supplier a request for
730 |  | capacity by lane, expressed in cubic feet, one hundred fifty (150) days prior to the beginning of the
731 |  | Peak Operating Period. The request for capacity shall be presented to the aviation supplier in a
732 |  | mutually agreed upon electronic origin / destination format. The aviation supplier will reply to the
733 |  | request by providing the Postal Service with its response expressed in cubic feet one hundred twenty
734 |  | (120) days prior to the start of the Peak Operating Period. The Postal Service will communicate its
735 |  | acceptance of the aviation supplier’s response ninety (90) days prior to the commencement of the
736 |  | Peak Operating Period. The Postal Service acceptance establishes the Planned Capacity for the
737 |  | Peak Operating Period.
738 |  |
739 |  | If either party is more than 10 days late in providing the requests and responses set forth in this
740 |  | paragraph, the other party may elect to use the preceding year’s Peak Planned Capacity for the Peak
741 |  | period in question.
742 |  |
743 |  | The Operating Period Minimum Volume for Peak will be [*] of the Planned Capacity.
744 |  |
745 |  | The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from
746 |  | each origin daily.
747 |  |
748 |  |
749 |  | Ordering Process - Peak - Night Network
750 |  | The Peak Operating Period will consist four or five individual weeks, measured and planned as
751 |  | independent of each other. One of the five weeks of the Peak Operating Period will include the week
752 |  | of Christmas. As such, the requested volume capacity will include the Christmas week. The
753 |  | forecasting structure will specify each origin / destination lane pair including weight.
754 |  |
755 |  | For the Peak Operating Period, the Postal Service will provide the aviation supplier a request for
756 |  | capacity by lane, expressed in pounds, one hundred fifty (150) days prior to the beginning of the Peak
757 |  | Operating Period. The request for capacity shall be presented to the aviation supplier in a mutually
758 |  | agreed upon electronic origin / destination format. The aviation supplier will reply to the request by
759 |  | providing the Postal Service with its response expressed in pounds one hundred twenty (120) days
760 |  | prior to the start of the Peak Operating Period. The Postal Service will communicate its acceptance of
761 |  | the aviation supplier’s response ninety (90) days prior to the commencement of the Peak Operating
762 |  | Period. The Postal Service acceptance establishes the Planned Capacity for the Peak Operating
763 |  | Period.
764 |  |
765 |  | The Operating Period Minimum Volume for Peak will be [*] of the Planned Capacity.
766 |  |
767 |  | The aviation supplier will guarantee space to accommodate up to 120% of the Planned Capacity from
768 |  | each origin daily.
769 |  |
770 |  |
771 |  | Electronic Data Interchange (EDI)
772 |  | The aviation supplier will provide status and operational data as specified in Attachment 7: Electronic
773 |  | Data Interchange Service Requirements. The aviation supplier will use the EDI methods specified in
774 |  | the attachment to transmit and receive volume, and appropriate scans from its system to the Postal
775 |  | Service system.
776 |  |
777 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Contract ACN-13-FX

Part 1: Statement of Work

778 |  | Operational Condition Reports
779 |  | The aviation supplier shall submit reports of hub and Service Point operating conditions on a daily
780 |  | basis for the Day Network and the Night Network.
781 |  |
782 |  | Some examples of these daily reports (more may be required) are: service performance reports,
783 |  | operations reports for departures / arrivals late due to mechanical issues, operations reports for
784 |  | departures / arrivals late due to weather and other issues, sort mail volume , mis-sent mail volume,
785 |  | surface truck utilization, etc. The format of the report and the items reported will be mutually agreed
786 |  | upon by the COR and the aviation supplier.
787 |  |
788 |  | In addition to these daily reports, the aviation supplier will coordinate with and advise the COR of any
789 |  | contingency plans to move mail delayed in transit, as soon as practical.
790 |  |
791 |  | The table below lists the reports required initially.
792 |  |

Report Type |  | Name |  | Frequency
Operational Planning |  | [*] |  | Prior to Operating Period
Operational Planning |  | [*] |  | Prior to Operating Period
Operational Planning |  | [*] |  | Prior to Operating Period
Operational Planning |  | [*] |  | Prior to Operating Period
Operational Planning |  | [*] |  | Prior to Operating Period
Operational Planning |  | [*] |  | Monthly
Operational Reports |  | [*] |  | Tuesday through Sunday
Operational Reports |  | [*] |  | Monday through Friday
Operational Reports |  | [*] |  | Tuesday through Sunday
Operational Reports |  | [*] |  | Monday through Friday
Operational Reports |  | [*] |  | Tuesday / Wednesday / Thursday / Saturday
Operational Reports |  | [*] |  | Monday through Thursday
Operational Reports |  | [*] |  | Tuesday through Sunday
Operational Reports |  | [*] |  | Tuesday / Wednesday / Thursday / Saturday
Operational Reports |  | [*] |  | Tuesday through Sunday
Operational Reports |  | [*] |  | Tuesday through Sunday
Operational Reports |  | [*] |  | Monday through Friday
Operational Reports |  | [*] |  | Monday through Friday
Operational Reports |  | [*] |  | Daily
Operational Reports |  | [*] |  | Tuesday through Sunday

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 20 of 77

Air Cargo Network

Contract ACN-13-FX

Part 1: Statement of Work

Operational Reports |  | [*] |  | Monday through Friday
Operational Reports |  | [*] |  | Tuesday through Sunday
Operational Reports |  | [*] |  | Tuesday through Sunday
Operational Reports |  | [*] |  | Tuesday through Sunday

793 |  |
794 |  |
795 |  | Dimensional Weight Reports
796 |  | The aviation supplier will provide a weekly report electronically for the Day Network of the dimensional
797 |  | weights [*].
798 |  | This report will provide the following information for each Piece’s Handling Unit D&R tag:
799 |  | • Time of each Handling Unit through the sort
800 |  | • The length of each Handling Unit
801 |  | • The width of each Handling Unit
802 |  | • The height of each Handling Unit
803 |  | • The D&R tag of each Handling Unit
804 |  |
805 |  | A sample of the report is below:
806 |  |
807 |  | Sorter’, ‘Time Stamp’,‘Length’,‘Width’,‘Height’,‘D&R Tag’
808 |  | ‘AS002’,‘10170703012011’,‘1863’,‘1663’,‘1005’,‘1GBNP673BF’
809 |  | ‘AS002’,‘10172003012011’,‘2413’,‘1107’,‘0460’,‘1ICK9H2YF/’
810 |  | ‘AS002’,‘10172703012011’,‘3425’,‘1911’,‘0968’,‘15HPP8W7D6’
811 |  | ‘AS002’,‘10175003012011’,‘1864’,‘1200’,‘1149’,‘1FZFOM73BX’
812 |  | ‘AS002’,‘10175103012011’,‘2404’,‘1153’,‘0460’,‘17MKSORVBQ’
813 |  |
814 |  |
815 |  | Scanning and Data Transmission
816 |  | All scanning data required to be presented to the Postal Service shall be in an electronic format
817 |  | acceptable to the Postal Service, containing all required data elements, and reported within two (2)
818 |  | hours after the occurrence of a reportable event. Available data will be transmitted in EDI message
819 |  | format at fifteen (15) minute intervals.
820 |  |
821 |  | Scanning will be used to measure performance and serve as the basis for payment for both the Day
822 |  | Network and the Night Network.
823 |  |
824 |  | Technical aspects of Electronic Data Interchange and the types of messaging events are discussed in
825 |  | Attachment 7: Electronic Data Interchange Service Requirements.
826 |  |
827 |  | The aviation supplier will be responsible for providing technology compatible with Postal Service
828 |  | systems for purposes of sending and receiving scanning data.
829 |  |
830 |  | The aviation supplier will be responsible for performing the following scans of D&R Tags and ULD
831 |  | identification tags.
832 |  | a. Possession or Load Scan of all Handling Units and ULDs at origin Service Points, including
833 |  | Outside Handling Units
834 |  |
835 |  | b. Load Scan that associates the ULD to an aircraft
836 |  |
837 |  | c. [*]
838 |  |
839 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 21 of 77

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Part 1: Statement of Work

840 |  | d. [*]
841 |  |
842 |  |
843 |  |
844 |  |
845 |  |
846 |  |
847 |  |
848 |  |
849 |  |
850 |  |
851 |  |
852 |  |
853 |  |
854 |  |
855 |  |
856 |  |
857 |  |
858 |  |
859 |  |
860 |  |
861 |  |
862 |  |
863 |  |
864 |  |
865 |  |
866 |  |
867 |  |
868 |  |
869 |  |
870 |  |
871 |  |
872 |  |
873 |  | e. [*]
874 |  |
875 |  |
876 |  | f. Delivery Scan of each Handling Unit and ULD at the specified delivery Service Point.
877 |  |
878 |  |
879 |  | Performance Requirements and Measurement
880 |  | Mail delivery performance will be measured against the contract requirements based upon transmitted
881 |  | scan data.
882 |  |
883 |  | Delivery performance requirements are:
884 |  |
885 |  | Day Network: [*]
886 |  |
887 |  | Night Network: [*]
888 |  |
889 |  | Peak Operating Period: [*] for the Day and Night Networks
890 |  |
891 |  | Delivery performance will be measured across an Operating Period on a lane-by-lane basis, using
892 |  | actual scan delivery time versus Required Delivery Time (RDT), as outlined in Attachment 3:
893 |  | Operating Plan, Day Network, and Attachment 4: Operating Plan, Night Network.
894 |  |
895 |  | Delivery performance will be measured using the following methodology:
896 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Contract ACN-13-FX

Part 1: Statement of Work

897 |  | a. The Postal Service will scan all Handling Units at origin.
898 |  | b. The Postal Service will nest all Handling Units into ULDs at origin.
899 |  | c. The Postal Service will tender the nested ULDs to the aviation supplier at origin.
900 |  | d. The aviation supplier will scan the ULDs with a Possession Scan at origin.
901 |  | e. The aviation supplier will scan all Handling Units processed through the sort at the hub.
902 |  | f. The aviation supplier will nest all Handling Units to ULDs departing from the hub.
903 |  | g. The aviation supplier will scan the ULDs as delivered to the Postal Service upon arrival at
904 |  | destination.
905 |  | h. The Postal Service will break the ULDs and scan / de-nest all Handling Units.
906 |  |
907 |  | Delivery performance will be measured for all ULDs and Handling Units receiving at least a Delivery
908 |  | Scan by the aviation supplier.
909 |  |
910 |  | The Postal Service will provide data to the aviation supplier via electronic files. The electronic file will
911 |  | show the nested date and time into the ULD, the possession time and date from the aviation supplier,
912 |  | the delivery time and date from the aviation supplier, and the de-nested break time and date from the
913 |  | Postal Service. Additionally, the files will show the weights of each Handling Unit.
914 |  |
915 |  | Delivery performance on a lane level basis will be calculated as follows:
916 |  |
917 |  |
918 |  | Total on-time Handling Units, by lane, for the Operating Period, receiving a Delivery Scan
919 |  |
920 |  | Divided by
921 |  |
922 |  | Total Handling Units, by lane, for the Operating Period, receiving a Delivery Scan
923 |  |
924 |  |
925 |  | Reduction of Payment
926 |  | If the calculated delivery performance is less than the delivery performance requirement, the late D&R
927 |  | tags will be ordered chronologically by the RDT. The percentage of D&R tags corresponding to the
928 |  | difference between [*] and the delivery performance requirement (i.e., [*] (Day Network),[*]
929 |  | (Night Network) or [*] (Peak Operating Period)) will not be assessed a reduction in payment. The
930 |  | remaining late D&R tags will be assessed a reduction in payment as follows:
931 |  |
932 |  | a. All Handling Units delivered up to thirty (30) minutes late will not be considered for purposes of
933 |  | calculating reduction of the Transportation Payment, but will be considered in the overall
934 |  | service calculation.
935 |  |
936 |  | b. All Handling Units delivered from thirty-one (31) minutes up to one (1) hour to late will be
937 |  | subject to a [*] reduction of the Transportation Payment.
938 |  |
939 |  | c. All Handling Units delivered 1 hour and one minute late or later will be subject to a [*]
940 |  | reduction of the Transportation Payment.
941 |  |
942 |  | The reduction in payment will be based on a conversion of the weight of the late Handling Units to
943 |  | cubic feet by the applicable contract density and will be applied at the base or the tier in which the late
944 |  | delivery occurred.
945 |  |
946 |  | Handling Units that represent the amount of mail that FedEx accepts in excess of 105% of the
947 |  | Operating Period’s Planned Capacity by Operating Day will not be assessed a reduction of payment
948 |  | under Part 1: Statement of Work Reduction of Payment or be taken into account under Part 1:
949 |  | Statement of Work Performance Requirements and Measurement.
950 |  |
951 |  | a. Handling Units in excess of 105% of the Operating Period’s Planned Capacity will be identified
952 |  | by determining the actual volume, in cubic feet (weight of the Handling Units divided by the

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Part 1: Statement of Work

953 |  | contract density for the applicable Operating Period), delivered each day to each destination
954 |  | that is in excess of 105% of the Planned Capacity for the relevant destination.
955 |  |
956 |  | b. In each instance, “volume in excess of 105%” will be the latest volume to arrive as evidenced
957 |  | by the delivery scans.
958 |  |
959 |  |
960 |  | Performance Management
961 |  | The aviation supplier and the Postal Service will meet once a quarter (at a minimum) to discuss items
962 |  | such as the following:
963 |  |
964 |  | a. Cost Control
965 |  | b. Holiday Operations and Planning
966 |  | c. Aviation Supplier Performance
967 |  | d. Peak Season Planning
968 |  | e. Quality
969 |  | f. Ramp Operations
970 |  | g. Reconciliation of Irregularities
971 |  | h. Security
972 |  | i. Technology Issues
973 |  | j. Tender and Delivery Hygiene
974 |  | k. Volume Planning
975 |  | l. Other Pertinent Topics
976 |  |
977 |  |
978 |  | Sustainability
979 |  | The aviation supplier must provide following sustainability metrics at the times specified below:
980 |  |
981 |  | a. All greenhouse gas emission estimates that are attributed to the transport of Postal Service
982 |  | mail products via air and (if applicable) ground transport by the aviation supplier.
983 |  | i. Emissions in a standard unit – CO2e
984 |  | ii. Total weight of Postal Service products contributing to the emissions in the Calendar
985 |  | Year.
986 |  | iii. Total air miles travelled to transport the Postal Service products per Calendar Year.
987 |  | iv. High level summary describing methodology which could include the basis for the
988 |  | Postal Service emissions allocation such as space, cost, weight, number of packages
989 |  | or other methods used to derive numbers. For example, estimates based on gallons
990 |  | used, flight characteristics, or both.
991 |  | v. Assurance letter of independent verification of Scope 1, 2, and 3 data.
992 |  | • Scope 1: Emissions arising from when the aviation supplier burns fuel in its
993 |  | aircraft or its owned buildings
994 |  | • Scope 2: Emissions from purchased electricity or steam.
995 |  | • Scope 3: Emissions arising from activities over which the aviation supplier
996 |  | has less control.
997 |  |
998 |  | b. Fiscal Year (October through September) and Calendar Year (January through December)
999 |  | greenhouse gas emissions data to be received by the Postal Service no later than three (3)
1000 |  | months after the close of the fiscal and calendar year.
1001 |  |
1002 |  | The aviation supplier will convene a meeting with the Postal Service no later thirty (30) days after
1003 |  | contract award to discuss high level greenhouse gas emissions estimation methodologies and network
1004 |  | boundaries.
1005 |  |
1006 |  | The aviation supplier will hold quarterly meetings with the Postal Service to discuss reporting
1007 |  | methodology developments, boundaries and notification of estimation methodology or boundary
1008 |  | changes.
1009 |  |

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Part 1: Statement of Work

1010 |  |
1011 |  | Security
1012 |  | See Attachment 8: Investigative / Security Protocol and Guidelines.
1013 |  |
1014 |  |
1015 |  | Postal Service Employees Allowed Access
1016 |  | The aviation supplier shall allow escorted Postal officials showing proper credentials access to all
1017 |  | buildings, field areas, ground equipment being used to sort, stage, or transport mail under this contract
1018 |  | or under any subcontract services performed under this contract. Government regulations (e.g.,
1019 |  | Transportation Security Administration) will supersede this section.
1020 |  |
1021 |  | The aviation supplier will allow unescorted access to Postal Service employees stationed on the
1022 |  | aviation supplier’s premises pending compliance with all required processes. Photography or
1023 |  | videotaping will not be permitted except as outlined in the security protocols.
1024 |  |
1025 |  |
1026 |  | Personnel Screening
1027 |  | In general, the Postal Service accepts air carrier security program requirements set forth by the
1028 |  | Transportation Security Administration (TSA). In addition to these, the Postal Service also mandates
1029 |  | additional requirements.
1030 |  |
1031 |  | The Postal Service is aware that the aviation supplier must implement its human resources programs
1032 |  | in accordance with certain state laws and that in that respect there may be certain deviations to the
1033 |  | literal application of some of the Postal Service requirements set forth herein.
1034 |  |
1035 |  | In the event the aviation supplier establishes that a state law prohibits it from requesting from its
1036 |  | employees or prospective employees any or all of the information requested in responses to questions
1037 |  | 21a through 21e of PS Form 2025, Contract Personnel Questionnaire, as required by 1.c below, or
1038 |  | from certifying, as the result of a criminal records check, to any of the items requested under 1.b,
1039 |  | Criminal History, below, the aviation supplier shall be relieved of its contractual obligation to require
1040 |  | employees or prospective employees to respond to the portions of those questions requesting the
1041 |  | prohibited information or to provide that information as part of its criminal records check. In these
1042 |  | situations, the Postal Service Security Investigations Service Center (SISC) shall conduct the required
1043 |  | criminal checks as outlined in 1.b. below.
1044 |  |
1045 |  | To establish the existence and the extent of the prohibitory effect of any such state law referenced
1046 |  | above, the aviation supplier shall provide to the SISC documentary evidence (including a copy of the
1047 |  | state law) demonstrating the stated prohibition. The Postal Service’s concurrence about the
1048 |  | prohibitory nature of a state law shall not be unreasonably withheld.
1049 |  |
1050 |  | The Contracting Officer may, in consultation with the aviation supplier and the U.S. Postal Inspection
1051 |  | Service, grant other appropriate deviations or implement alternate processes to the standard U.S.
1052 |  | Postal Inspection Service requirements by letter.
1053 |  |
1054 |  | Applicability
1055 |  | Individuals providing services to the Postal Service under this contract (including aviation suppliers,
1056 |  | employees of aviation suppliers, and subcontractors and their employees at all levels), hereinafter,
1057 |  | “individuals,” who have been hired after the effective date of this contract and whose duties will or
1058 |  | likely may involve handing the mail must obtain a security clearance from the Postal Service, as
1059 |  | provided herein. Access to the mail as defined by 3.a below is permitted as soon as the security
1060 |  | clearance package has been submitted to the SISC in Memphis.
1061 |  |
1062 |  | If the aviation supplier commences a new operation (internally or with an aviation supplier) for the
1063 |  | purpose of processing Postal volume, the employees hired since the effective date of this contract will
1064 |  | be subject to Personnel Screening.
1065 |  |

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Part 1: Statement of Work

1066 |  | Access to the mail is permitted as soon as the security clearance package has been submitted to the
1067 |  | SISC in Memphis. If the aviation supplier has ground handling services performed at air stops by
1068 |  | another aviation supplier (subcontractor), and if, to the best knowledge of the prime aviation supplier,
1069 |  | that subcontractor is in compliance with the provisions of this clause, the prime aviation supplier may
1070 |  | certify that fact to the Contracting Officer in writing, and thereby be relieved of the primary
1071 |  | responsibility for personnel screening. Prime aviation suppliers are in all cases responsible for
1072 |  | meeting these screening requirements for all persons having access to the mail who are their direct
1073 |  | employees. For example, if ABC, Inc. is an aviation supplier, and it performs ground handling services
1074 |  | at one or more air stops for CDE, Inc., CDE must certify in writing that:
1075 |  |
1076 |  | I certify that at the following air stops ground handling services are being performed by ABC,
1077 |  | and that to the best of my knowledge, ABC is an aviation supplier of air transportation services
1078 |  | under contract number . A listing of airports served by ABC is attached hereto as follows.
1079 |  |
1080 |  | Aviation suppliers must have clauses in their contracts with subcontractors requiring adherence to the
1081 |  | Postal Service screening procedures contained in this contract.
1082 |  |
1083 |  | 1. Requirements: The aviation supplier, when employing individuals who will or are likely to
1084 |  | handle the mail in the performance of their duties under this contract, must provide the
1085 |  | following documentation as early as possible to the Security Investigations Services Center
1086 |  | (SISC), 225 N. Humphreys Blvd., 4th floor, Memphis, Tennessee, 38161-0001 for those
1087 |  | individual aviation supplier employees who will or are likely to handle the mail in the
1088 |  | performance of their duties. (Form can be obtained by calling the SISC at (901) 747-7712 or
1089 |  | by email at Meg@uspis.gov.)
1090 |  | The items listed in sub-sections 1 through 4 and a through c below must be completed prior to
1091 |  | the employee being granted permission to handle mail. For purposes of this requirement, the
1092 |  | term “completed” means that all tasks have been done, and the required submissions to the
1093 |  | SISC in Memphis have been made.
1094 |  |
1095 |  | 1. Completed PS Form 2181-C. This form must be dated within 90 days of receipt by
1096 |  | the SISC.
1097 |  |
1098 |  | 2. PS Form 2025. Each item on the PS Form 2025 must be addressed. Applicants
1099 |  | must provide their complete residential address, including city, state, and ZIP+4. The
1100 |  | form must be signed and dated by the applicant within 90 days of receipt by the SISC.
1101 |  |
1102 |  | 3. The aviation supplier must obtain and provide to the SISC two original fingerprint
1103 |  | cards (FD-258) for each applicant. The signature of the applicant and the individual
1104 |  | taking the prints must be on each FD-258. In lieu of submitting fingerprint cards, a
1105 |  | FBI rap sheet may be submitted, provided it is dated within 90 days of receipt by the
1106 |  | SISC. The Postal Inspection Service will provide additional fingerprint cards for
1107 |  | aviation supplier use. These additional forms may be obtained by calling the
1108 |  | Memphis office at (901) 747-7712 or via email at Meg@uspis.gov
1109 |  |
1110 |  | 4. Certification and Transmittal Cover Sheet documenting Criminal History records check
1111 |  | as required by subsection (b) below. The Certification and Transmittal cover sheet
1112 |  | must include the administrative officer’s name, telephone number, facility name, email
1113 |  | address and mailing address.
1114 |  |
1115 |  | The aviation supplier is required to maintain all certifications required in sections a., b., and c
1116 |  | for the length of the contract.
1117 |  |
1118 |  | a. Drug Screening: The aviation supplier must certify that individuals providing service
1119 |  | under this contract have passed a screening test for those substances identified by the
1120 |  | Substance Abuse and Mental Health Services Administration (SAMHSA) as the five (5)
1121 |  | most abused substances which are cocaine, marijuana, amphetamine /
1122 |  | methamphetamine, opiates, and phencyclidine (PCP). The tests must be performed by a

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Part 1: Statement of Work

1123 |  | SAMHSA approved certified laboratory. The drug test must meet the cut-off levels
1124 |  | established by SAMHSA. All drug screening tests must be completed within ninety (90)
1125 |  | days prior to having access to the mail since drug tests older than ninety (90) days are
1126 |  | invalid and must be redone. The prime aviation suppliers and all subcontractors must
1127 |  | maintain the name of the institution conducting the test and a document indicating if the
1128 |  | employee passed or tested positive.
1129 |  |
1130 |  | b. Criminal History: The aviation supplier must certify, based upon a criminal records
1131 |  | check (a state records check) of each employee through local agencies (state, county, or
1132 |  | city) where the applicant has resided and worked for the past five (5) years (this may
1133 |  | require multiple checks for applicants who live in one location and work in another
1134 |  | location, or for applicants who have moved within that time period), that each individual:
1135 |  |
1136 |  | i. Has not been convicted of a felony criminal violation in the past five (5) years;
1137 |  |
1138 |  | ii. Has not been convicted of serious criminal charges (e.g. murder, rape, robbery,
1139 |  | burglary, physical assaults, weapons violations, or drug charges [felony or
1140 |  | misdemeanor]);
1141 |  |
1142 |  | iii. Does not have any pending felony or serious criminal charges; and
1143 |  |
1144 |  | iv. Is not on parole for or probation for any felony or serious criminal charges.
1145 |  |
1146 |  | This will be documented on the Certification and Transmittal Cover Sheet. This form is
1147 |  | provided under Personnel Security Administrative Instructions, and may be reproduced by
1148 |  | the aviation supplier.
1149 |  |
1150 |  | c. Citizenship: Certification of U.S. citizenship must be documented on PS Form 2025,
1151 |  | Contract Personnel Questionnaire, or legal work status authorizing the individual to work
1152 |  | in the United States is required. (I-9 Form, Employment Eligibility Verification, is to be
1153 |  | used for non-citizens).
1154 |  |
1155 |  | 2. Processing:
1156 |  | a. The Postal Service agrees to use reasonable efforts to insure that security clearance
1157 |  | decisions are issued within thirty (30) days after the aviation supplier submits the required
1158 |  | documents and information to the SISC. The Postal Service, however, cannot guarantee
1159 |  | that processing will be complete within thirty (30) days due to circumstances beyond its
1160 |  | control.
1161 |  |
1162 |  | b. For each individual employed by the aviation supplier or any subcontractor, the aviation
1163 |  | supplier will submit to the SISC:
1164 |  | • Full name
1165 |  | • Social security number
1166 |  | • Drug screening data (1.a)
1167 |  | • Criminal history certifications (1.b)
1168 |  | • Both sets of fingerprints (1.c)
1169 |  | • Citizenship certifications (1.d)
1170 |  |
1171 |  | Upon receipt of the required documentation, the SISC will submit the fingerprint cards
1172 |  | (1.c) to the Federal Bureau of Investigation, and perform a search of the National Crime
1173 |  | Information Center (NCIC) Wants and Warrants and Inspection Service databases at its
1174 |  | cost.
1175 |  |
1176 |  | c. In cases where an individual business entity is predominant at a given airport, the
1177 |  | Contracting Officer in consultation with the Inspection Service may approve the receipt of
1178 |  | screening documents from that entity.
1179 |  |

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Part 1: Statement of Work

1180 |  | d. The aviation supplier shall maintain supporting documentation for the drug screening
1181 |  | (1.a), criminal history inquiries (1.b), and citizenship verifications (1.d) subject to review by
1182 |  | the Postal Service, for the life of this contract in accordance with its internal procedures,
1183 |  | advising the Inspection Service SISC on the Certification and Transmittal Cover Sheet.
1184 |  |
1185 |  | At the employee’s local station, aviation suppliers are only required to maintain a copy of
1186 |  | the Certification and Transmittal Cover Sheet. The Certification and Transmittal Cover
1187 |  | Sheet is provided under Personnel Security Administrative Instructions and may be
1188 |  | reproduced by the aviation supplier, as needed.
1189 |  |
1190 |  | Aviation suppliers currently maintaining security screening files under existing Postal
1191 |  | Service contracts shall continue to maintain those files.
1192 |  |
1193 |  | Submit all forms and certifications to:
1194 |  |
1195 |  | Memphis SISC
1196 |  | Security Investigations Service Center
1197 |  | 225 North Humphreys Boulevard
1198 |  | Fourth Floor, South
1199 |  | Memphis, TN 38161-0008
1200 |  |
1201 |  | The Postal Service intends to make its best efforts to position itself to eliminate the
1202 |  | requirement for its set of FD-258 forms, and other submissions to be determined, through
1203 |  | cooperation with the Federal Aviation Administration, Transportation Security
1204 |  | Administration, and other agencies or associations to share relevant information for its
1205 |  | regulatory purposes.
1206 |  |
1207 |  | 3. Access to the Mail – Screening Requirements:
1208 |  | “Access to the mail” refers to individuals who scan, transport, sort, load, and unload mail to
1209 |  | and from ground equipment and to and from the aircraft. This includes employees handling
1210 |  | sealed ULDs. This includes individuals who have direct supervisory duties in directing the
1211 |  | transporting, sorting, loading, and unloading of mail to and from ground equipment and
1212 |  | aircraft. Individuals providing services to the Postal Service under this contract (including
1213 |  | aviation suppliers, employees of aviation suppliers, and subcontractors and their employees at
1214 |  | any tier), hereinafter, “individuals,” who have access to the mail, must obtain a security
1215 |  | clearance from the Postal Service before such access to the mail is granted.
1216 |  |
1217 |  | 4. Denial:
1218 |  | Persons who meet the following criteria are not permitted to have access to the mail under this
1219 |  | contract:
1220 |  |
1221 |  | a. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor
1222 |  | who has not received a security screening in accordance with the criteria listed above
1223 |  | under Personnel Screening.
1224 |  |
1225 |  | b. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor
1226 |  | who has been convicted of, or is on probation or parole for, or under suspended sentence
1227 |  | for assault, theft, or weapons charges or for the illegal use, possession, sale, or transfer of
1228 |  | controlled substances during the past five (5) years.
1229 |  |
1230 |  | c. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor
1231 |  | who has been convicted of any criminal felony violation during the past five (5) years, who
1232 |  | is on parole, probation, or suspended sentence for commission of a criminal felony during
1233 |  | the past five (5) years.
1234 |  |
1235 |  | d. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor
1236 |  | who has ever been convicted of theft of mail or other Postal offense.

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Contract ACN-13-FX

Part 1: Statement of Work

1237 |  |
1238 |  | e. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor
1239 |  | who has an active warrant or is on probation or is on parole.
1240 |  |
1241 |  | f. An aviation supplier, subcontractor, or employee of an aviation supplier or subcontractor
1242 |  | who has any pending felony or serious criminal charges.
1243 |  |
1244 |  | g. Any other circumstance that in the determination of the Postal Service makes the
1245 |  | individual unfit to provide services under this contract.
1246 |  |
1247 |  | In the event an employee is disqualified under the above criteria, the aviation supplier has the
1248 |  | responsibility to insure that the employee’s duties no longer involve handling mail.
1249 |  |
1250 |  | 5. Appeal Process:
1251 |  | An individual may appeal a decision to deny access made by the Postal Inspection Service
1252 |  | SISC by sending a letter to the Inspector In Charge, Security and Crime Prevention,
1253 |  | Washington, DC, within three (3) weeks of the date of the denial letter. An individual may not
1254 |  | handle the mail during the appeal process. The letter must contain the following information:
1255 |  |
1256 |  | a. A statement that reconsideration of the decision is requested and the basis on which it is
1257 |  | sought.
1258 |  |
1259 |  | b. Additional information on the appellant’s behalf.
1260 |  |
1261 |  | c. A copy of the denial letter.
1262 |  |
1263 |  | 6. Training: The Postal Service may, but is not required to, provide orientation / training for
1264 |  | aviation suppliers during the term of this contract to clarify security clearance requirements,
1265 |  | processes, and procedures necessary to fully implement this program.
1266 |  |
1267 |  |
1268 |  | Payment Procedures
1269 |  |
1270 |  | Rates and Payment General
1271 |  | The aviation supplier will be compensated based upon properly scanned ULDs and Handling Units.
1272 |  | The payment for each ULD and Handling Unit will be based on the network (i.e., Day or Night) to
1273 |  | which the mail is assigned by the Postal Service. This process will allow for automated payment.
1274 |  |
1275 |  | [*]
1276 |  |
1277 |  |
1278 |  |
1279 |  |
1280 |  | Scan Requirements
1281 |  | All scan requirements listed below are specified in the Scanning and Data Transmission section.
1282 |  |
1283 |  | Night Turn Scan Requirements
1284 |  | a. Possession Scan of all ULDs and Handling Units at the origin
1285 |  |
1286 |  | b. Delivery Scan of all ULDs and Handling Units delivered at destination
1287 |  |
1288 |  | Day Turn Scan Requirements
1289 |  | a. The aviation supplier will conduct a Possession Scan of all ULDs and Handling Units at the
1290 |  | origin.
1291 |  |
1292 |  | b. The aviation supplier will conduct a Nest Scan associating the Handling Unit with a ULD at the
1293 |  | hub.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Contract ACN-13-FX

Part 1: Statement of Work

1294 |  |
1295 |  | c. The aviation supplier will conduct a Delivery Scan of all ULDs and Handling Units delivered at
1296 |  | destination.
1297 |  |
1298 |  | The Hub Sort Scans will be paid in accordance with the pricing listed in Attachment 10: Pricing for
1299 |  | Handling Units sorted at the hub on the Day Network for which scans are provided. Hub Sort Scans
1300 |  | will not be paid for Handling Units assigned to a Bypass ULD or for the Night Network.
1301 |  |
1302 |  | [*]
1303 |  |
1304 |  |
1305 |  |
1306 |  |
1307 |  |
1308 |  | The base and tier pricing from Attachment 10: Pricing will be applied to the volume measured in each
1309 |  | Operating Period as follows. Volume within the base will be paid at the Base Rate. The portion of
1310 |  | volume exceeding the base volume and falling within the Tier 1 volume will be paid at the Tier 1 rate.
1311 |  | A similar incremental process will be applied to volume that falls within subsequent tiers.
1312 |  |
1313 |  | Payments will be made by Electronic Funds Transfer (EFT).
1314 |  |
1315 |  | [*]
1316 |  |
1317 |  |
1318 |  |
1319 |  | The aviation supplier will bill additional charges not covered within the automated payments system on
1320 |  | a weekly basis. For correct and sufficient invoices received by noon Wednesday of a given week, the
1321 |  | Postal Service will process them so as to generate a payment by Wednesday, three (3) weeks
1322 |  | following the receipt of the invoice through the EFT process.
1323 |  |
1324 |  |
1325 |  | Payment Processing - Day Network - Per Cube
1326 |  |
1327 |  | Invoicing
1328 |  | All invoices for the transportation of Handling Units or ULDs under this contract will be paid by the
1329 |  | cubic foot and payment will be based on completing the required scans.
1330 |  |
1331 |  | Mail Tendered in ULDs
1332 |  | The Line Haul rate for each ULD will be comprised of two components: Non-Fuel Line Haul and Fuel
1333 |  | Line Haul. The Non-Fuel Line Haul rate will include all of the transportation and handling associated
1334 |  | with a ULD. Hub Sort Scanning rates are separate from the Non-Fuel Line Haul rate.
1335 |  |
1336 |  | ULD cubic feet will be paid at the agreed cubic feet size for each ULD type described in Attachment
1337 |  | 10: Pricing.
1338 |  |
1339 |  | The cubic feet paid will be based on the Postal assigned ULD type. If the Postal ULD type is missing,
1340 |  | the aviation supplier’s ULD type will be used for invoicing. Any discrepancies between the types of
1341 |  | ULD processed will be resolved during the Reconciliation Process.
1342 |  |
1343 |  | The transportation payment for mixed ULDs will be based on the applicable cubic feet of the
1344 |  | originating ULD. These transportation payments will be reduced for Handling Units not receiving a
1345 |  | Delivery Scan by converting the weight of the Handling Units without a Delivery Scan at the correct
1346 |  | destination to cubic feet by the applicable contract density.
1347 |  |
1348 |  | The transportation payment for bypass ULDs will be based on the applicable cubic feet of the
1349 |  | originating ULD. These transportation payments will not be made for Bypass ULDs without a Delivery
1350 |  | Scan at the correct destination.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Part 1: Statement of Work

1351 |  |
1352 |  | Recognizing operational inefficiencies filling the last ULD at every location, the Postal Service will
1353 |  | incorporate within the daily invoice a daily credit of [*] cubic feet for each origin air stop per day. The
1354 |  | rate used will be the applicable base or tier cubic foot rate used at the beginning of the invoice day.
1355 |  |
1356 |  |
1357 |  | Mail Tendered from Surface Trucks
1358 |  | If mail is tendered to the aviation supplier from a defined truck location as identified in Attachments 3
1359 |  | and 4 at contract award, the invoiced cubic feet will be calculated by dividing the Handling Unit’s
1360 |  | Postal Service assigned rounded weight by the applicable contract density.
1361 |  |
1362 |  |
1363 |  | Mail Tendered from Ad Hoc Trucks into the Aviation Supplier Hub
1364 |  | The aviation supplier will accept ad hoc trucks from the Postal Service at the proposed hub locations.
1365 |  | The invoiced cubic feet for ad hoc trucks will be calculated by dividing the Handling Unit’s Postal
1366 |  | Service assigned rounded weight by the applicable contract density. The Postal Service will
1367 |  | incorporate ad hoc truck payments in the weekly electronic payment.
1368 |  |
1369 |  | FedEx will accept up to a total of fifteen (15) Ad Hoc Trucks per day on the Day Network at the
1370 |  | Memphis Hub.
1371 |  |
1372 |  | a. All ad hoc trucks must arrive at the Memphis Hub before 10:00 a.m. local time and must be
1373 |  | coordinated with FedEx in advance. Required Delivery Time (RDT) will be established in
1374 |  | accordance with Attachment 3, Operating Plan, Day Network contingent on the ad hoc trucks
1375 |  | arriving at the Memphis Hub before 10:00 a.m. local time. Late arriving trucks (after 10:00
1376 |  | a.m. local time) will be assigned an RDT based on arrival on the next operational day. All
1377 |  | RDT’s will be adjusted to reflect the first FedEx operational scan at the Memphis Hub.
1378 |  |
1379 |  | b. Initial Payment for ad hoc trucks will be made in the amount of 3,000 cubic feet per truck on
1380 |  | an Operating Period basis, no later than 30 days after the last day of each Operating Period.
1381 |  | Final payment for ad hoc trucks will be adjusted, if applicable, for any reductions of payment
1382 |  | under Part 1: Statement of Work Reduction of Payment and will also be adjusted, if applicable,
1383 |  | based upon the Day Turn Scan Requirements under contract section Payment Procedures,
1384 |  | Rates and Payment General (with the exception that the volumes moving via ad hoc trucks
1385 |  | will not require a Possession Scan). Any adjustments described here, if applicable, will be
1386 |  | made through the reconciliation process.
1387 |  |
1388 |  |
1389 |  | Aviation Supplier Surface Transportation – Not Included in the Transportation Payment
1390 |  | The aviation supplier will include a separate rate per mile for Highway Transportation in Attachment
1391 |  | 10: Pricing which will be applied when the Postal Service requires the aviation supplier to operate
1392 |  | unplanned surface transportation of mail.
1393 |  |
1394 |  |
1395 |  | Fuel Adjustment
1396 |  | There will be a monthly fuel adjustment to the Fuel Line Haul rate. Each “month” is defined in
1397 |  | Attachment 1: Aviation Supplier Operating Periods. The adjustment will become effective on the first
1398 |  | operating day of each operating period after contract commencement. The adjustment may be
1399 |  | upward or downward.
1400 |  |
1401 |  | The adjustment will be based on the U.S. Gulf Coast (USGC) prices for Kerosene-type jet fuel
1402 |  | reported by the U.S. Department of Energy for the month that is two (2) months prior to the
1403 |  | adjustment. The adjustment will be calculated and applied monthly.
1404 |  |
1405 |  | [*]
1406 |  |
1407 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Part 1: Statement of Work

1408 |  | [*]
1409 |  |
1410 |  |
1411 |  |
1412 |  |
1413 |  |
1414 |  |
1415 |  |
1416 |  |
1417 |  |
1418 |  |
1419 |  |
1420 |  |
1421 |  |
1422 |  |
1423 |  |
1424 |  |
1425 |  |
1426 |  |
1427 |  |
1428 |  |
1429 |  |
1430 |  |
1431 |  |
1432 |  |
1433 |  |
1434 |  |
1435 |  |
1436 |  |
1437 |  |
1438 |  |
1439 |  |
1440 |  |
1441 |  |
1442 |  |
1443 |  |
1444 |  |
1445 |  |
1446 |  |
1447 |  |
1448 |  |
1449 |  |
1450 |  |
1451 |  |
1452 |  |
1453 |  |
1454 |  |
1455 |  |
1456 |  |
1457 |  |
1458 |  |
1459 |  |
1460 |  |
1461 |  |
1462 |  |
1463 |  |
1464 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Contract ACN-13-FX

Part 1: Statement of Work

1465 |  |
1466 |  | The proposal pricing should be based on the August 2012 U.S. Gulf Coast Kerosene-type jet fuel
1467 |  | reported by the U.S. Department of Energy ($3.156 per gallon).
1468 |  |
1469 |  | Fuel will be adjusted for October 2013 based on the August 2013 U.S. Gulf Coast Kerosene-type jet
1470 |  | fuel reported by the U.S. Department of Energy.
1471 |  |
1472 |  |
1473 |  | Payment Processing - Night Network - Per Pound
1474 |  |
1475 |  | Invoicing
1476 |  | All Handling Units tendered to the aviation supplier for the Night Network will be paid by the pound and
1477 |  | payment will be based on required scanning. The weight will be derived from the assigned rounded
1478 |  | weight of the Handling Unit. The Non-Fuel Line Haul rate will include all of the transportation and
1479 |  | handling associated with a Handling Unit. The Fuel Line Haul rate for the Night Network will not be
1480 |  | subject to a fuel adjustment.
1481 |  |
1482 |  | Re-Labeling Charge
1483 |  | The Postal Service will pay an additional charge to the aviation supplier for re-labeling Postal Service
1484 |  | Handling Units for which the D&R tag is missing or becomes illegible. The Postal Service will also
1485 |  | provide all equipment necessary to perform this function. The re-labeling charge per Handling Unit is
1486 |  | shown in Attachment 10: Pricing. This rate will not be subject to an increase for the full term of the
1487 |  | contract.
1488 |  |
1489 |  | Payment to the aviation supplier for transport of re-labeled Handling Units will be based upon data
1490 |  | received from the Hub Scan plus (combined and matched with) the Delivery Scan for the Handling
1491 |  | Unit. An average weight per Handling Unit will be established based upon the previous month’s data
1492 |  | for average weight per Handling Unit and for Handling Units that are not properly scanned due to
1493 |  | conditions beyond the aviation supplier’s control.
1494 |  |
1495 |  | The equipment to be supplied by the Postal Service for this function will be listed in Attachment 6:
1496 |  | Postal Furnished Property, and will be covered by Clause 2-22, Postal Service Property. Attachment
1497 |  | 6 will be created upon successful installation of the equipment. Upon reasonable advance notice to
1498 |  | the aviation supplier, the Postal Service shall be permitted to perform maintenance on any of the
1499 |  | equipment located in an aviation supplier’s facility listed in Attachment 6.
1500 |  |
1501 |  | The payment for the Night Network re-labeled Handling Units will be adjusted to reflect the percentage
1502 |  | of re-labeled Handling Units that have already been scanned. This percentage of previously scanned
1503 |  | Handling Units will be mutually agreed upon by the Postal Service and the aviation supplier through an
1504 |  | audit sampling of re-labeled Handling Units. Contingency Handling Units are excluded from this
1505 |  | adjustment.
1506 |  |
1507 |  | The average weight process is detailed in Attachment 15, Average Weights.
1508 |  |
1509 |  |
1510 |  | Reconciliation Process
1511 |  | Reconciliation of scanning and payment records between the Postal Service and the aviation supplier
1512 |  | will be conducted in a scheduled meeting attended by the Postal Service and the aviation supplier on
1513 |  | an Operating Period basis not more than ninety (90) days after the close of an Operating Period, or a
1514 |  | time frame as agreed mutually by the parties. The following procedures will be observed for the
1515 |  | reconciliation process:
1516 |  |
1517 |  | a. All data exchanges between the aviation supplier and the Postal Service for the reconciliation
1518 |  | process will be performed electronically and sent to specified mailboxes operated by each
1519 |  | organization. Each file will have an individually specified transmission interval.
1520 |  |

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Contract ACN-13-FX

Part 1: Statement of Work

1521 |  | b. For all files exchanged between the aviation supplier and the Postal Service, any changes to
1522 |  | layout or data definition must be communicated to the receiving party at a minimum of sixty
1523 |  | (60) calendar days prior to implementation, or sooner if mutually agreed.
1524 |  |
1525 |  | c. All file transfers must adhere to Postal Service Security and Privacy rules.
1526 |  |
1527 |  | d. Supplemental Charges / Assessments may be assessed each Operating Period. The charges
1528 |  | shall include but not be limited to the following:
1529 |  | i. Operating Period Volume Minimum and Contract Volume Minimum
1530 |  | ii. Non-achievement of performance standards
1531 |  |
1532 |  | e. Once the parties have mutually agreed on the Operating Period reconciliation, both parties
1533 |  | agree that neither can re-open the Operating Period for further adjustments. By mutually
1534 |  | agreeing to the Operating Period reconciliation, the parties thereby agree to waive their right
1535 |  | to pursue a claim under the Contract Disputes Act based upon the Operating Period
1536 |  | reconciliation.
1537 |  |
1538 |  | In the event there is a catastrophic equipment or information system failure, the aviation supplier will
1539 |  | provide electronic files to the Postal Service identifying all D&R Tags the aviation supplier scanned
1540 |  | that were lost. The aviation supplier will notify the Contracting Officer and the COR as soon as the
1541 |  | aviation supplier becomes aware of such a failure.
1542 |  |
1543 |  | If the Postal Service cannot produce D&R Tags, an emergency contingency will be developed and
1544 |  | implemented. Such a plan will include specifications for operational and information technology
1545 |  | issues, as well as payment.
1546 |  |

Page 34 of 77

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Contract ACN-13-FX

Part 3: Contract Clauses

1547 |  | Part 3: Contract Clauses
1548 |  |
1549 |  |
1550 |  | Clause B-1: Definitions (March 2006) (Tailored)
1551 |  | For purposes of this Contract, the following terms shall have the following meanings:
1552 |  |
1553 |  | 1. Acceptable Dangerous Goods and Acceptable Hazardous Material: Those articles or
1554 |  | substances which satisfy the air transportation requirements for the transportation of
1555 |  | Hazardous Goods set forth in Chapter 601.10.0 of the Domestic Mail Manual and which are
1556 |  | not required by applicable federal regulation to be accessible to crew members during flight.
1557 |  |
1558 |  | 2. Advertisement: A free or paid mass or targeted communication under the control of a party
1559 |  | intended for the general public or a specific potential or existing customer, the ultimate
1560 |  | purpose of which is to promote the sale of such party’s products or services, including, but not
1561 |  | limited to, television, radio and internet commercials, out-of-home ads (e.g., billboards, sports
1562 |  | stadium displays, transit signs), direct mail ads, print ads and free standing inserts in
1563 |  | newspapers, magazines, and electronic media.
1564 |  |
1565 |  | 3. All Mail Due Aviation Supplier: A designated time predetermined when the Postal Service
1566 |  | provides all mail to the aviation supplier as shown in Attachments 3: Operating Plan, Day
1567 |  | Network, and Attachment 4: Operating Plan, Night Network
1568 |  |
1569 |  | 4. Aviation Supplier: The person or persons, partnership, or corporation named that has been
1570 |  | awarded the contract.
1571 |  |
1572 |  | 5. Bypass Container: A ULD of mail designated for delivery to destination Service Point on the
1573 |  | network which is transferred directly from one aircraft to another without going through the sort
1574 |  | operation.
1575 |  |
1576 |  | 6. Con-Con: (Convoy and Conveyance) The concentration in a container of Registered Mail for
1577 |  | single, daily, daylight, or authorized night air dispatch
1578 |  |
1579 |  | 7. Contract Volume Minimum: The volume (in cubic feet) per operational day, averaged
1580 |  | across six (6) days per week, and measured across each Operating Period that is guaranteed
1581 |  | by the Postal Service for the Day Network
1582 |  |
1583 |  | 8. Contracting Officer: The person executing this contract on behalf of the Postal Service and
1584 |  | any other officer or employee who is a properly designated Contracting Officer; the term
1585 |  | includes, except as otherwise provided in the contract, the authorized representative of a
1586 |  | Contracting Officer acting within the limits of the authority conferred upon that person.
1587 |  |
1588 |  | 9. Contracting Officer’s Representative (COR): A person who acts within the limits of
1589 |  | authority delegated by the Contracting Officer.
1590 |  |
1591 |  | 10. Contingency Handling Units: Handling Units entered into the transportation network without
1592 |  | an appropriate D&R tag. These Handling Units are subsequently processed at the aviation
1593 |  | supplier’s hub through the re-labeling process.
1594 |  |
1595 |  | 11. Dangerous Goods (Hazardous Material): Articles or substances which are capable of
1596 |  | posing a significant risk to health, safety or to property when transported by air and which are
1597 |  | classified according to Section 3 (Classification) of the International Air Transport Association
1598 |  | (IATA) Dangerous Good Regulations, regardless of variations, exceptions, exemptions, or
1599 |  | limited quantity allowances.
1600 |  |
1601 |  | 12. Day Network: Planned network that operates Tuesday through Sunday primarily for the
1602 |  | transportation of the Priority and First Class Mail.
1603 |  |

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1604 |  | 13. Delivery: The hand-off, at a destination Service Point, of all mail to the Postal Service in
1605 |  | accordance with contract requirements.
1606 |  |
1607 |  | 14. Delivery Scan: A scan performed by the aviation supplier that indicates that the aviation
1608 |  | supplier has tendered volume to the Postal Service. In instances where a Delivery Scan is
1609 |  | indicated by a combination of evidence of any scan performed by the aviation supplier and a
1610 |  | CARDIT 3 from the THS indicating delivery of the Handling Unit to the third party ground
1611 |  | handler, the time indicated for the latest ULD tendered on that Operating Day will be used for
1612 |  | the purposes of determining service performance and associated payment reductions
1613 |  | described in Part 1: Statement of Work; Performance Requirements and Measurement and
1614 |  | Part 1: Statement of Work; Reduction of Payment.
1615 |  |
1616 |  | 15. D&R (Dispatch and Routing) Tag: Bar coded tag that identifies the origin and destination
1617 |  | airports, mail class, Handling Unit weight, and the assigned network air carrier.
1618 |  |
1619 |  | 16. Exception Sort Scan: A Hub Scan performed on mail Handling Units that require re-labeling
1620 |  | due to a missing or unreadable D&R tag.
1621 |  |
1622 |  | 17. Express Mail: As defined in the U.S. Postal Service Domestic Mail Manual.
1623 |  |
1624 |  | 18. Failure to Load: A failure to accept and load mail as specified in the contract.
1625 |  |
1626 |  | 19. Failure to Protect: Is a failure to protect and safeguard mail from depredation, rifling,
1627 |  | inclement weather, mistreatment, or other hazard while in the aviation supplier’s control.
1628 |  |
1629 |  | 20. Failure to Protect Postal Service Equipment: A failure to protect, return or safeguard
1630 |  | Postal Service provided equipment. This includes MTE and Postal provided scanning
1631 |  | equipment (if supplied by the Postal Service).
1632 |  |
1633 |  | 21. First-Class Mail: As defined in the U.S. Postal Service Domestic Mail Manual.
1634 |  |
1635 |  | 22. Feeder: An aircraft normally used for local transport (for carriage of cargo and / or containers)
1636 |  | to and from locations not scheduled to be serviced by primary aircraft from a hub, directly
1637 |  | connecting these locations to a hub.
1638 |  |
1639 |  | 23. Ground Handling: Handling of mail, including unloading of mail from aircraft or ground
1640 |  | vehicles, drayage, staging of mail, and loading of mail on receiving aircraft or ground vehicles.
1641 |  |
1642 |  | 24. Handling Unit: A piece of mail (an outside) or a receptacle (such as loose sacks, pouches,
1643 |  | trays, flat tubs) that contains multiple pieces of mail which is individually processed.
1644 |  |
1645 |  | 25. Hex84: Type of scan for a handling unit or piece that is sent to the incorrect Hub.
1646 |  |
1647 |  | 26. Hub: A central sort facility that supports multiple markets via air and ground networks on a
1648 |  | regional or national level by means of connecting flights and ground transportation.
1649 |  |
1650 |  | 27. Hub Sort Scan: A scan performed by the aviation supplier at a hub location.
1651 |  |
1652 |  | 28. Line Haul: Transporting mail by air between origin and destination locations.
1653 |  |
1654 |  | 29. Live Animals: Animals accepted by the Postal Service in accordance with Chapter 601.9.3 of
1655 |  | the Domestic Mail Manual.
1656 |  |
1657 |  | 30. Mail: Product that carries U.S. postage and the receptacles in which it is tendered for
1658 |  | transportation. The term includes supplies and empty mail transportation equipment of the
1659 |  | U.S. Postal Service.
1660 |  |

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1661 |  | 31. Mail Bags: Postal Service bags which are used by the Postal Service in the transportation of
1662 |  | mail.
1663 |  |
1664 |  | 32. Mis-delivered: Any mail delivered to the wrong destination. This includes, but is not limited
1665 |  | to, mail placed in the wrong ULD, ULDs loaded onto an incorrect flight or truck, and ULDs
1666 |  | incorrectly placarded.
1667 |  |
1668 |  | 33. Mixed Container: A Unit Load Device (ULD) containing mail for multiple destinations that
1669 |  | requires sortation at the aviation supplier hub.
1670 |  |
1671 |  | 34. Nest Scan: The scan that associates the Handling Unit with the ULD (air container).
1672 |  |
1673 |  | 35. Night Network: Planned network that operates Monday through Friday, primarily for the
1674 |  | transportation of Express Mail.
1675 |  |
1676 |  | 36. Operating Period: A scheduled period ranging from four (4) to five (5) weeks as agreed
1677 |  | between the Postal Service and aviation supplier.
1678 |  |
1679 |  | 37. Operating Period Volume Minimum: The volume minimum resulting from the Planned
1680 |  | Capacity established through the Ordering Process for the Day and Night Networks.
1681 |  |
1682 |  | 38. Overflow Mail: Mail that is tendered in excess of the Planned Capacity.
1683 |  |
1684 |  | 39. Outsides: Individual mail piece, with dimensions no greater than 108 inches in combined
1685 |  | length and girth and with no single dimension greater than 84 inches which is not otherwise
1686 |  | containerized and must be processed as a Handling Unit.
1687 |  |
1688 |  | 40. Package: Any box or envelope that is accepted by the Postal Service for delivery to a
1689 |  | consignee.
1690 |  |
1691 |  | 41. Payment Week: The period each week of an Operating Period between 00:00 Saturday and
1692 |  | 23:59 Friday.
1693 |  |
1694 |  | 42. Perishables: Those items which are susceptible to decay, spoilage or destruction.
1695 |  |
1696 |  | 43. Planned Capacity: Volume that the parties have agreed to by way of the Ordering Process
1697 |  | for the Day and Night Networks.
1698 |  |
1699 |  | 44. Possession Scan: A scan performed by the aviation supplier that indicates the aviation
1700 |  | supplier has accepted the volume from the Postal Service.
1701 |  |
1702 |  | 45. Priority Mail: Priority Mail and First-Class zone rated (Priority) mail as defined in the U.S.
1703 |  | Postal Service Domestic Mail Manual, Chapter 3, Section 314.
1704 |  |
1705 |  | 46. Registered Mail: A mail piece which is mailed in accordance with the requirements of
1706 |  | Chapter 501.2.0 of the Domestic Mail Manual. Registered Mail provides added protection for
1707 |  | valuable or important mail. Registered Mail provides a receipt to the sender, special security
1708 |  | between shipment points, a record of acceptance and delivery maintained by the Postal
1709 |  | Service and, at the option of the mailer and for an additional fee, indemnity in case of loss or
1710 |  | damage.
1711 |  |
1712 |  | 47. Re-Possessed: Regain possession of assigned mail.
1713 |  |
1714 |  | 48. Required Delivery Time (RDT): The latest delivery time to the Postal Service as indicated in
1715 |  | Attachment 3: Operating Plan, Day Network, and Attachment 4: Operating Plan, Night
1716 |  | Network.
1717 |  |

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1718 |  | 49. Service Point: The physical location at which the aviation supplier must hand-off mail to the
1719 |  | Postal Service or its duly appointed agent as specified in Attachment 3: Operating Plan, Day
1720 |  | Network, and Attachment 4: Operating Plan, Night Network.
1721 |  |
1722 |  | 50. Special Holiday Sort: A limited Day Network Sort operating on a Monday of a week prior to
1723 |  | or during which a widely observed holiday occurs. The day of a Special Holiday Sort will not
1724 |  | be considered an Operating Day.
1725 |  |
1726 |  | 51. Target Planned Capacity: The Average Daily Volume (ADV) in cubic feet as shown in
1727 |  | Attachment 18 (currently [*] which is subject to change as provided herein).
1728 |  |
1729 |  | 52. Tender: The drop-off, at an origin Service Point, of mail assigned by the Postal Service to the
1730 |  | aviation supplier.
1731 |  |
1732 |  | 53. Tender Point: The physical location at which the Postal Service or its duly appointed agent
1733 |  | provides mail to the aviation supplier.
1734 |  |
1735 |  | 54. Tender Time: The latest time at which the aviation supplier is required to accept mail from
1736 |  | the Postal Service at an origin Service Point in accordance with contract requirements.
1737 |  |
1738 |  | 55. Terminal Handling: The receipt, scanning, sorting, delivery and / or tug and dolly
1739 |  | transportation of mail tendered under this contract.
1740 |  |
1741 |  | 56. Trans Log File: The Postal Service data file that contains, for each D&R Tag, the actual
1742 |  | weight, origin, and destination market for each Handling Unit.
1743 |  |
1744 |  | 57. Transportation Payment:: Four items are included in the Transportation Payment:
1745 |  | a. Non-Fuel Line Haul
1746 |  | b. Fuel Line Haul
1747 |  | c. Aircraft Ground Handling
1748 |  | d. Scanning
1749 |  |
1750 |  | 58. Trucking Location: Those Service Points to which mail volume is transported via highway.
1751 |  |
1752 |  | 59. Unit Load Device (ULD): Airline container or pallet provided by the aviation supplier
1753 |  |
1754 |  |
1755 |  | Clause B-3: Contract Type (March 2006) (Tailored)
1756 |  | This Contract is a fixed-price, indefinite quantity with adjustments contract for the purchase of
1757 |  | commercial services pursuant to 39 Code of Federal Regulations, Part 601 et seq.
1758 |  |
1759 |  | This is not a requirements-type contract.
1760 |  |
1761 |  |
1762 |  | Clause B-9: Claims and Disputes (March 2006) (Tailored)
1763 |  | a. This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601-613) (“the Act” or
1764 |  | “CDA”).
1765 |  |
1766 |  | b. Except as provided in the Act, all disputes arising under or relating to this contract must be
1767 |  | resolved under this clause.
1768 |  |
1769 |  | c. “Claim,” as used in this clause, means a written demand or written assertion by one of the
1770 |  | contracting parties seeking, as a matter of right, the payment of money in a sum certain, the
1771 |  | adjustment or interpretation of contract terms, or other relief arising under or relating to this
1772 |  | contract. However, a written demand or written assertion by the aviation supplier seeking the
1773 |  | payment of money exceeding $100,000 is not a claim under the Act until certified as required

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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1774 |  | by subparagraph d.2 below. A voucher, invoice, or other routine request for payment that is
1775 |  | not in dispute when submitted is not a claim under the Act. The submission may be converted
1776 |  | to a claim under the Act by complying with the submission and certification requirements of
1777 |  | this clause, if it is disputed either as to liability or amount is not acted upon in a reasonable
1778 |  | time.
1779 |  |
1780 |  | d.
1781 |  | 1. A claim by the aviation supplier must be made in writing and submitted to the
1782 |  | Contracting Officer for a written decision. A claim by the Postal Service against the
1783 |  | aviation supplier is subject to a written decision by the Contracting Officer.
1784 |  |
1785 |  | 2. For aviation supplier claims exceeding $100,000, the aviation supplier must submit
1786 |  | with the claim the following certification:
1787 |  |
1788 |  | “I certify that the claim is made in good faith, that the supporting data are
1789 |  | accurate and complete to the best of my knowledge and belief, that the
1790 |  | amount requested accurately reflects the contract adjustment for which the
1791 |  | aviation supplier believes the Postal Service is liable, and that I am duly
1792 |  | authorized to certify the claim on behalf of the aviation supplier.”
1793 |  |
1794 |  | 3. The certification may be executed by any person duly authorized to bind the aviation
1795 |  | supplier with respect to the claim.
1796 |  |
1797 |  | e. For aviation supplier claims of $100,000 or less, the Contracting Officer must, if requested in
1798 |  | writing by the aviation supplier, render a decision within 60 days of the request. For aviation
1799 |  | supplier-certified claims over $100,000, the Contracting Officer must, within 60 days, decide
1800 |  | the claim or notify the aviation supplier of the date by which the decision will be made.
1801 |  |
1802 |  | f. The Contracting Officer’s decision is final unless the aviation supplier appeals or files a suit as
1803 |  | provided in the Act.
1804 |  |
1805 |  | g. When a CDA claim is submitted by or against an aviation supplier, the parties shall make a
1806 |  | good faith attempt to resolve the dispute, including an exchange of relevant information toward
1807 |  | a mutual resolution. Accordingly, by mutual consent, the parties may agree to use an
1808 |  | alternative dispute resolution (ADR) process to assist in resolving the claim. A certification as
1809 |  | described in d (2) of this clause must be provided for any claim, regardless of dollar amount,
1810 |  | before ADR is used. If either party declares the matter to be at an impasse, the dispute will be
1811 |  | resolved through the CDA process as contemplated by Clause B-9.
1812 |  |
1813 |  | h. The Postal Service will pay interest in the amount found due and unpaid from:
1814 |  | 1. The date the Contracting Officer receives the claim (properly certified, if required); or
1815 |  |
1816 |  | 2. The date payment otherwise would be due, if that date is later, until the date of
1817 |  | payment.
1818 |  |
1819 |  | i. Simple interest on claims will be paid at a rate determined in accordance with the Interest
1820 |  | clause.
1821 |  |
1822 |  | j. The aviation supplier must proceed diligently with performance of this contract, pending final
1823 |  | resolution of any request for relief, claim, appeal, or action arising under the contract
1824 |  | regardless of the initiating party, and comply with any decision of the Contracting Officer.
1825 |  |
1826 |  |
1827 |  | Clause B-10: Pricing of Adjustments (March 2006) (Tailored)
1828 |  | When costs are a factor in determining any contract price adjustment under the Changes clause, the
1829 |  | process set forth in Clause 4-1.c will be followed. For any other provision of this contract, the parties

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1830 |  | agree to use the process set forth in Attachment 10: Pricing and in the Payment Processing sections
1831 |  | of Part 1 for negotiating the adjustment.
1832 |  |
1833 |  |
1834 |  | Clause B-15: Notice of Delay (March 2006) (Tailored)
1835 |  | Immediately upon becoming aware of any difficulties that might delay deliveries under this contract,
1836 |  | the aviation supplier will notify the Postal Service in writing. The notification must identify the
1837 |  | difficulties, the reasons for them, and the estimated period of delay anticipated. Failure to give notice
1838 |  | may preclude later consideration of any request for an extension of contract time.
1839 |  |
1840 |  |
1841 |  | Clause B-22: Interest (March 2006) (Tailored)
1842 |  | The Postal Service will pay interest on late payments and unearned prompt payment discounts in
1843 |  | accordance with the Prompt Payment Act, 31 U.S.C. 3901 et. seq., as amended by the Prompt
1844 |  | Payment Act Amendments of 1988, P.L. 100-496. The aviation supplier will pay interest on any
1845 |  | payment to the Postal Service at a rate equivalent to the prevailing Contract Disputes Act interest rate.
1846 |  |
1847 |  |
1848 |  | Clause B-25: Advertising of Contract Awards (March 2006)
1849 |  | Except with the Contracting Officer’s prior approval, the aviation supplier agrees not to refer in its
1850 |  | commercial advertising to the fact that it was awarded a Postal Service contract or to imply in any
1851 |  | manner that the Postal Service endorses its products.
1852 |  |
1853 |  |
1854 |  | Clause B-30: Permits and Responsibilities (March 2006) (Tailored)
1855 |  | The aviation supplier is responsible, without additional expense to the Postal Service, for obtaining
1856 |  | any necessary licenses and permits, and for complying with any applicable federal, state, and
1857 |  | municipal laws, codes, and regulations in connection with the performance of the contract. The
1858 |  | aviation supplier is responsible for all damage to persons or property, including environmental damage
1859 |  | that occurs as a result of its omission(s) or negligence. While in performance of the contract, the
1860 |  | aviation supplier must take proper safety and health precautions to protect the work, the workers, the
1861 |  | public, the environment, and the property of others.
1862 |  |
1863 |  |
1864 |  | Clause B-39: Indemnification (March 2006) (Tailored)
1865 |  | The aviation supplier must save harmless and indemnify the Postal Service and its officers, agents,
1866 |  | representatives, and employees from all claims, losses, damage, actions, causes of action, expenses,
1867 |  | and/or liability resulting from, brought forth, or on account of any personal injury or property damage
1868 |  | received or sustained by any person, persons, or property growing out of, occurring, or attributable to
1869 |  | any work performed under or related to this contract, resulting in whole or in part from negligent acts or
1870 |  | omissions of the aviation supplier, any subcontractor of the aviation supplier, or any employee, agent,
1871 |  | or representative of the aviation supplier or of the aviation supplier’s subcontractor.
1872 |  |
1873 |  | The Postal Service must save harmless and indemnify the aviation supplier and its officers, agents,
1874 |  | representatives, and employees from all claims, losses, damage, actions, causes of action, expenses,
1875 |  | and / or liability resulting from, brought forth, or on account of any personal injury or property damage
1876 |  | received or sustained by any person, persons, or property growing out of, occurring, or attributable to
1877 |  | any work performed under or related to this contract, resulting in whole or in part from negligent acts or
1878 |  | omissions of the Postal Service, or any employee, agent, or representative of the Postal Service.
1879 |  |
1880 |  |
1881 |  | Clause B-45: Other Contracts (March 2006) (Tailored)
1882 |  | The Postal Service may award other contracts for additional work, and the aviation supplier must
1883 |  | cooperate fully with the other aviation suppliers and Postal Service employees. The aviation supplier

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1884 |  | must not commit or permit any act that will interfere with the performance of work by any other aviation
1885 |  | supplier or by Postal Service employees.
1886 |  |
1887 |  |
1888 |  | Clause B-65: Adjustments to Compensation (March 2006) (Tailored)
1889 |  | Contract compensation may be adjusted, from time to time, by mutual agreement of the aviation
1890 |  | supplier and the Contracting Officer. No adjustment to compensation will be made for changes arising
1891 |  | from Clause 9-10: Service Contract Act or from Clause 9-12: Fair Labor Standards Act and Service
1892 |  | Contract Act – Price Adjustment. Adjustments in compensation pursuant to this clause shall be
1893 |  | memorialized by formal modification to the contract. All negotiations between the parties shall be
1894 |  | conducted with respect to the implied covenant of good faith and fair dealing.
1895 |  |
1896 |  |
1897 |  |

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1898 |  |
1899 |  | Clause B-69: Events of Default (March 2006) (Tailored)
1900 |  | The aviation supplier’s right to perform this contract is subject to termination, in whole or in part, in the
1901 |  | event of any of the following events of default.
1902 |  |
1903 |  | a. The aviation supplier’s failure to perform service according to the terms of the contract;
1904 |  |
1905 |  | b. If the aviation supplier has been administratively determined to have violated Postal laws and
1906 |  | regulations and other laws related to the performance of the service;
1907 |  |
1908 |  | c. Failure to follow the instructions of the Contracting Officer that fall within the scope of the
1909 |  | contract;
1910 |  |
1911 |  | d. If the aviation supplier transfers or assigns his contract, except as authorized herein, or
1912 |  | sublets the whole or a portion of this contract contrary to the applicable provisions of the U.S.
1913 |  | Postal Service Supplying Principles and Practices or without any required approval of the
1914 |  | Contracting Officer;
1915 |  |
1916 |  | e. If the aviation supplier combines to prevent others from proposing for the performance of
1917 |  | Postal Service contracts;
1918 |  |
1919 |  | f. If the aviation supplier or corporate officer has been or is, during the term of the contract,
1920 |  | convicted of a crime affecting his or her reliability or trustworthiness as a mail transportation
1921 |  | aviation supplier, such as any form of fraud or embezzlement that has impacted the Postal
1922 |  | Service or the U.S. Government;
1923 |  |
1924 |  | g. If at any time the aviation supplier, its principal owners, corporate officers or personnel are
1925 |  | disqualified by law or regulation from performing services under this contract, and upon notice
1926 |  | thereof, the aviation supplier fails to remove any such disqualification;
1927 |  |
1928 |  | h. If the aviation supplier fails to provide any notification of a change in corporate officers which
1929 |  | this contract may require; or
1930 |  |
1931 |  | i. If the aviation supplier materially breaches any other requirement or clause of this contract.
1932 |  |
1933 |  |
1934 |  | Clause B-75: Accountability of the Aviation Supplier (Non-Highway) (March
1935 |  | 2006) (Tailored)
1936 |  | a. The aviation supplier shall supervise its operations and the operations of its subcontractors
1937 |  | that provide services under this contract personally or through representatives. The aviation
1938 |  | supplier or its supervising representatives must be easily accessible in the event of
1939 |  | emergencies or interruptions in service.
1940 |  |
1941 |  | b. In all cases, the aviation supplier shall be liable to the Postal Service for the Postal Service’s
1942 |  | damages if mail is subject to loss, rifling, damage, wrong delivery, depredation, and other
1943 |  | mistreatment while in the custody and control of the aviation supplier or its subcontractors.
1944 |  | The aviation supplier shall also be accountable and answerable in damages for the faithful
1945 |  | performance of all other obligations assumed under this contract, whether or not it has
1946 |  | entrusted part or all of its performance to another, except for any failure to perform that is
1947 |  | excused by the Force Majeure clause of this contract.
1948 |  |
1949 |  | c. The aviation supplier shall faithfully account for and deliver to the Postal Service all:
1950 |  | 1. Mail,
1951 |  | 2. Moneys, and
1952 |  | 3. Other property of any kind belonging to or entrusted to the care of the Postal Service,
1953 |  | that come into the possession of the aviation supplier during the term of this contract.

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1954 |  |
1955 |  | d. The aviation supplier shall, promptly upon discovery, refund (i) any overpayment made by the
1956 |  | Postal Service for service performed, or (ii) any payment made by the Postal Service for
1957 |  | service not rendered.
1958 |  |  |  |
1959 |  |  |  |
1960 |  | Clause B-77: Protection of the Mail (Non-Highway) (March 2006) (Tailored)
1961 |  | The aviation supplier must protect and safeguard the mail from loss, theft, or damage while it is in the
1962 |  | aviation supplier’s custody or control, and prevent unauthorized persons from having access to the
1963 |  | mail. |  |
1964 |  |  |  |
1965 |  | a. Classification of Irregularities |  |
1966 |  | The following classifications of irregularities are those that preclude the Postal Service from
1967 |  | accomplishing its mission. The damage caused from these irregularities result in actual
1968 |  | damage and degradation to its brand, and therefore, is associated with liquidated damages as
1969 |  | stated:
1970 |  |  |  |
1971 |  | 1. Failure to Protect
1972 |  | Failure to protect the mail consists of: failure to protect or safeguard the mail from
1973 |  | inclement weather, from damage caused by the mechanized sort, from acts of the
1974 |  | aviation supplier’s employees or contractors, and from loss, depredation, or other
1975 |  | hazards while in the control or custody of the aviation supplier.
1976 |  |  |  |
1977 |  | 2. Theft of Mail |  |
1978 |  | The theft of mail can cause immeasurable damage to the Postal Service, both in
1979 |  | terms of actual economic loss to our customers and to the competitive standing of our
1980 |  | products and services. The aviation supplier will support law enforcement efforts to
1981 |  | prevent theft of mail, and will support enforcement officials in the apprehension of
1982 |  | those who may be perpetrating such crimes.
1983 |  |  |  |
1984 |  | b. Damages and Liquidated Damages
1985 |  | The following liquidated damages for damaged and unprotected mail are applicable to the
1986 |  | associated classifications of irregularities:
1987 |  |  |  |
1988 |  | 1. Damaged and Unprotected Mail
1989 |  | Liquidated damages may be assessed for damaged and unprotected mail. For
1990 |  | purposes of this section, damaged mail will consist of mail pieces whether inside or
1991 |  | outside of Postal Service MTE. This category includes but may not be limited to:
1992 |  |  |  |
1993 |  | i. Failure to Protect – Causing Damage to Mail
1994 |  | Failure to protect causing physical damage to the U.S. Mail or MTE for which
1995 |  | there may be damage assessed equal to the actual costs incurred by the
1996 |  | Postal Service necessary to remedy the situation and forward the mail onward
1997 |  | to its next processing or delivery operation. Such actual costs may include
1998 |  | items such as administrative time at an appropriate hourly rate for
1999 |  | documenting the irregular condition and implementing the damage, labor time
2000 |  | used to repossess the mail, unpack, sort, dry, repack / repackage, and re-
2001 |  | dispatch to a subsequent destination or processing operation.
2002 |  |  |  |
2003 |  | If actual damages are not ascertainable, a liquidated damage may be
2004 |  | assessed as follows, taking into account the actual damage that may typically
2005 |  | result from such situations:
2006 |  |  |  |
2007 |  | Per Letter Tray: |  | [*] per letter tray
2008 |  | Per Flat Tub: |  | [*] per flat tub
2009 |  | Per Mail Sack or Pouch: |  | [*] per sack or pouch
2010 |  | Per Outside Parcel: |  | [*] per piece

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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2011 |  |
2012 |  | ii. Failure to Protect - Dropped or Abandoned Pouch or Piece
2013 |  | When U.S. Mail is discovered unprotected in an unsecured location or on the
2014 |  | airport ramp, Liquidated Damages may be assessed at $50.00 per incident.
2015 |  |
2016 |  | c. Investigative Costs for Theft of Mail
2017 |  | In cases where a mail theft is committed by the aviation supplier’s or its subcontractor’s
2018 |  | personnel, actual investigative costs to the U.S. Postal Inspection Service and/or the Office of
2019 |  | the Inspector General may be assessed as actual damages. These costs will be reasonably
2020 |  | determined and may begin accruing only when a specific investigation begins on the basis of
2021 |  | probable cause. The costs of routine surveillance not associated with a specific theft or series
2022 |  | of thefts will not be assessed. In addition to allocable investigative expenses, the Postal
2023 |  | Service may assess actual damages for loss of product value resulting from insurance claims
2024 |  | where payouts to postal customers can be traced to the incident(s).
2025 |  |
2026 |  | In addition to the above, in cases where mail theft occurs and the Postal Service determines
2027 |  | that the aviation supplier’s failure to properly execute the mail handling employee screening
2028 |  | requirements set forth in the Contract was a proximate cause of the theft, and that by reason
2029 |  | of the theft it is necessary to conduct a complete audit of the aviation supplier’s adherence to
2030 |  | the screening requirements with respect to the employment of other employees subject to
2031 |  | those requirements, the Postal Service may assess an administrative damage in the amount
2032 |  | of $5,000 in lieu of actual costs associated with that audit.
2033 |  |
2034 |  | Depending upon the circumstances of the incident, the Vice President, Network Operations, in
2035 |  | consultation with the Postal Inspection Service or Office of the Inspector General, and the
2036 |  | Contracting Officer, may determine that damages pursuant to this section are not appropriate,
2037 |  | and may waive all or a portion of the amounts that may otherwise be due the Postal Service
2038 |  | hereunder. Factors such as the seriousness of the misconduct, the aviation supplier’s level of
2039 |  | cooperation in investigations, implementing corrective actions, and efforts directed at loss
2040 |  | recovery will be considered in reaching that determination.
2041 |  |
2042 |  |
2043 |  | Clause B-80: Laws and Regulations Applicable (March 2006) (Tailored)
2044 |  | This contract and the services performed under it are subject to all applicable federal, state, and local
2045 |  | laws and regulations. The aviation supplier assumes sole responsibility to faithfully discharge all
2046 |  | duties and obligations imposed by such laws and regulations, and shall obtain and pay for all permits,
2047 |  | licenses, and other authorities required to perform this contract. The aviation supplier shall hold
2048 |  | harmless, save, and defend the Postal Service from any consequence of the aviation supplier’s failure
2049 |  | to abide by all applicable federal, state, and local laws and regulations (including but not limited to
2050 |  | regulations promulgated by the DOL and IRS) relating to the contract and throughout the term of the
2051 |  | contract and any subsequent renewal periods.
2052 |  |
2053 |  |
2054 |  | Clause B-81: Information or Access by Third Parties (March 2006) (Tailored)
2055 |  | The Postal Service retains exclusive authority to release any or all information about mail matter in the
2056 |  | custody of the aviation supplier and to permit access to that mail in the custody of the aviation
2057 |  | supplier. All requests by non-postal individuals for information about mail matter in the custody of the
2058 |  | aviation supplier or for access to mail in the custody of the aviation supplier must be referred to the
2059 |  | Contracting Officer or his or her designee.
2060 |  |
2061 |  |
2062 |  | Clause B-82: Access by Officials (March 2006) (Tailored)
2063 |  | The aviation supplier shall deny access to the cargo compartment of aircrafts or a vehicle containing
2064 |  | mail therein to state or local officials except at a postal facility or in the presence of a postal employee
2065 |  | or a Postal Inspection Service officer, unless to prevent immediate damage to the aircraft, vehicle, or
2066 |  | their contents. If authorized Federal law enforcement seeks access to the cargo compartment of

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2067 |  | aircrafts or vehicles contained mail therein, the aviation supplier shall notify the Postal Inspection
2068 |  | Service before permitting access, unless to prevent immediate damage to the aircraft, vehicle, or their
2069 |  | contents.
2070 |  |
2071 |  |
2072 |  | Clause 1-1: Privacy Protection (July 2007)
2073 |  | In addition to other provisions of this contract, the aviation supplier agrees to the following:
2074 |  | a. Privacy Act. If the aviation supplier operates a system of records on behalf of the Postal
2075 |  | Service, the Privacy Act (5 U.S.C. 522a) and Postal Service regulations at 39 CFR Parts 266-
2076 |  | 267 apply to those records. The aviation supplier is considered to operate a system of
2077 |  | records if it manages records (including collecting, revising, or disseminating records) from
2078 |  | which information is retrieved by the name of an individual or by some number, symbol, or
2079 |  | other identifier assigned to the individual. The aviation supplier agrees to comply with the Act
2080 |  | and the Postal Service regulations in designing, developing, and operating the system of
2081 |  | records, including ensuring that records are current and accurate for their intended use, and
2082 |  | incorporating adequate safeguards to prevent misuse or improper disclosure of personal
2083 |  | information. Violations of the Act may subject the violator to criminal penalties.
2084 |  |
2085 |  | b. Customer or Employee Information. If the aviation supplier has access to Postal Service
2086 |  | customer or employee information, including address information, whether collected online or
2087 |  | offline by the Postal Service or by a aviation supplier acting on its behalf, the aviation supplier
2088 |  | must comply with the following:
2089 |  |
2090 |  | 1. General. With regard to the Postal Service customer information to which it has access
2091 |  | pursuant to this contract, the aviation supplier has that access as an agent of the Postal
2092 |  | Service and must adhere to its postal privacy policy at
2093 |  | www.usps.com/common/docs/privpol.htm.
2094 |  |
2095 |  | 2. Use, Ownership, and Nondisclosure. The aviation supplier may use Postal Service
2096 |  | customer or employee information solely for purposes of this contract, and may not collect
2097 |  | or use such information for non-Postal Service marketing, promotion, or any other
2098 |  | purpose without the prior written approval of the Contracting Officer. The aviation supplier
2099 |  | must restrict access to such information to those employees who need the information to
2100 |  | perform work under this contract, and must ensure that each such employee (including
2101 |  | subcontractors’ employees) sign a nondisclosure agreement, in a form suitable to the
2102 |  | Contracting Officer, prior to being granted access to the information. The Postal Service
2103 |  | retains sole ownership and rights to its customer or employee information. Unless the
2104 |  | contract states otherwise, upon completion of the contract, the aviation supplier must turn
2105 |  | over all Postal Service customer or employee information in its possession to the Postal
2106 |  | Service, and must certify that no Postal Service customer or employee information has
2107 |  | been retained unless otherwise authorized in writing by the Contracting Officer.
2108 |  |
2109 |  | 3. Security Plan. When applicable, and unless waived in writing by the Contracting Officer,
2110 |  | the aviation supplier must work with the Postal Service to develop and implement a
2111 |  | security plan that addresses the protection of customer or employee information. The
2112 |  | plan will be incorporated into the contract and followed by the aviation supplier, and must,
2113 |  | at a minimum, address notification to the Postal Service of any security breach. If the
2114 |  | contract does not include a security plan at the time of contract award, it must be added
2115 |  | within 60 days after contract award.
2116 |  |
2117 |  | 4. Breach Notification. If there is a breach of any nature in the security of Postal Service
2118 |  | data, including customer or employee data, the aviation supplier must follow the breach
2119 |  | notification requirements included in the security plan discussed in (3) above. The aviation
2120 |  | supplier will be required to follow Postal Service policies regarding breach notification to
2121 |  | customers and/or employees.
2122 |  |

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2123 |  | 5. Legal Demands for Information. If a legal demand is made for Postal Service customer or
2124 |  | employee information (such as by subpoena), the aviation supplier must immediately
2125 |  | notify the Contracting Officer and the nearest office of the Postal Inspection Service. After
2126 |  | notification, the Postal Service will determine whether and to what extent to comply with
2127 |  | the legal demand. Should the Postal Service agree to or unsuccessfully resist a legal
2128 |  | demand, the aviation supplier may, with the written permission of the Contracting Officer,
2129 |  | release the information specifically demanded.
2130 |  |
2131 |  | c. Online Assistance. If the aviation supplier assists in the design, development, or operation of
2132 |  | a Postal Service customer Web site, or if it designs or places an ad banner, button, or link on
2133 |  | a Postal Service Web site or any Web site on the Postal Service’s behalf, the aviation supplier
2134 |  | must comply with the limitations in subparagraph b (1) above relating to ad banners, buttons,
2135 |  | or links, and the use of cookies, web beacons, or other web analysis tools. Exceptions to
2136 |  | these limitations require the prior written approval of the Contracting Officer and the Postal
2137 |  | Service’s chief privacy officer.
2138 |  |
2139 |  | d. Marketing E-Mail. If the aviation supplier assists the Postal Service in conducting a marketing
2140 |  | e-mail campaign, the aviation supplier does so as an agent of the Postal Service and must
2141 |  | adhere to the Postal Service policies set out in Postal Service Management Instruction AS-
2142 |  | 350-2004-4, Marketing E-mail. Aviation suppliers wishing to conduct marketing email
2143 |  | campaigns to postal employees must first obtain the prior written approval of the Contracting
2144 |  | Officer.
2145 |  |
2146 |  | e. Audits. The Postal Service may audit the aviation supplier’s compliance with the requirements
2147 |  | of this clause, including through the use of online compliance software.
2148 |  |
2149 |  | f. Indemnification. The aviation supplier will indemnify the Postal Service against all liability
2150 |  | (including costs and fees) for damages arising out of violations of this clause.
2151 |  |
2152 |  | g. Flow-down. The aviation supplier will flow this clause down to subcontractors that would be
2153 |  | covered by any portion of this clause if they were the aviation supplier.
2154 |  |
2155 |  |
2156 |  | Clause 1-5: Gratuities or Gifts (March 2006)
2157 |  | a. The Postal Service may terminate this contract for default if, after notice and a hearing, the
2158 |  | Postal Service Board of Contract Appeals determines that the aviation supplier or the aviation
2159 |  | supplier’s agent or other representative:
2160 |  | 1. Offered or gave a gratuity or gift (as defined in 5 CFR 2635) to an officer or employee
2161 |  | of the Postal Service; and
2162 |  | 2. Intended by the gratuity or gift to obtain a contract or favorable treatment under a
2163 |  | contract.
2164 |  |
2165 |  | b. The rights and remedies of the Postal Service provided in this clause are in addition to any
2166 |  | other rights and remedies provided by law or under this contract.
2167 |  |
2168 |  |
2169 |  | Clause 1-6: Contingent Fees (March 2006)
2170 |  | a. The aviation supplier warrants that no person or selling agency has been employed or
2171 |  | retained to solicit or obtain this contract for a commission, percentage, brokerage, or
2172 |  | contingent fee, except bona fide employees or bona fide, established commercial or selling
2173 |  | agencies employed by the aviation supplier for the purpose of obtaining business.
2174 |  |
2175 |  | b. For breach or violation of this warranty, the Postal Service has the right to annul this contract
2176 |  | without liability or to deduct from the contract price or otherwise recover the full amount of the
2177 |  | commission, percentage, brokerage fee, or contingent fee.
2178 |  |

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2179 |  |
2180 |  | Clause 1-11: Prohibition Against Contracting with Former Officers or PCES
2181 |  | Executives (March 2006) (Tailored)
2182 |  | During the performance of this contract, former Postal officers or Postal Career Executive Service
2183 |  | (PCES) executives are prohibited from employment by the contractor as key personnel, experts or
2184 |  | consultants, if such individuals, within two years after their retirement from the Postal Service, would
2185 |  | be performing substantially the same duties as they performed during their career with the Postal
2186 |  | Service.
2187 |  |
2188 |  |
2189 |  | Clause 1-12: Use of Former Postal Service Employees (March 2006) (Tailored)
2190 |  | During the term of this contract, the aviation supplier must identify any former Postal Service officers
2191 |  | or Postal Career Executive Service (PCES) employees it proposes to be engaged, directly or
2192 |  | indirectly, in contract performance. Such individuals may not commence performance without the
2193 |  | Contracting Officer’s prior approval. If the Contracting Officer does not provide such approval, the
2194 |  | aviation supplier must replace the proposed individual former employee with another individual equally
2195 |  | qualified to provide the services called for in the contract.
2196 |  |
2197 |  |
2198 |  | Clause 2-11: Postal Service Property - Fixed-Price (March 2006) (Tailored)
2199 |  | a. Postal Service-Furnished Property
2200 |  | 1. The Postal Service will deliver to the aviation supplier, for use in connection with and
2201 |  | under the terms of this contract, the property described as Postal Service-furnished
2202 |  | property in the Schedule or specifications, together with any related information the
2203 |  | aviation supplier may request that may reasonably be required for the intended use of
2204 |  | the property (hereinafter referred to as “Postal Service-furnished property”).
2205 |  |
2206 |  | 2. The contract delivery or performance dates are based on the expectation that Postal
2207 |  | Service-furnished property suitable for use (except for property furnished “as is”) will
2208 |  | be delivered at the times stated in the Schedule or, if not so stated, in sufficient time to
2209 |  | enable the aviation supplier to meet these delivery or performance dates. If Postal
2210 |  | Service-furnished property is not delivered by these times, the Contracting Officer will,
2211 |  | upon timely written request from the aviation supplier, make a determination of any
2212 |  | delay occasioned the aviation supplier and will equitably adjust the delivery or
2213 |  | performance dates or the contract price, or both, and any other contractual provision
2214 |  | affected by the delay, in accordance with the Changes clause.
2215 |  |
2216 |  | 3. Except for Postal Service-furnished property furnished “as is,” if the Postal Service-
2217 |  | furnished property is received in a condition not suitable for its intended use, the
2218 |  | aviation supplier must notify the Contracting Officer and (as directed by the
2219 |  | Contracting Officer) either (a) return it at the expense of the Postal Service or
2220 |  | otherwise dispose of it, or (b) effect repairs or modifications. Upon the completion of
2221 |  | (a) or (b), the Contracting Officer (upon written request from the aviation supplier) will
2222 |  | equitably adjust the delivery or performance dates or the contract price, or both, and
2223 |  | any other affected contractual provision, in accordance with the Changes clause.
2224 |  |
2225 |  | 4. The provisions for adjustment in this paragraph a are exclusive, and the Postal
2226 |  | Service is not liable to suit for breach of contract by reason of any delay in delivery of
2227 |  | Postal Service-furnished property or its delivery in a condition not suitable for its
2228 |  | intended use.
2229 |  |
2230 |  | b. Changes in Postal Service-Furnished Property
2231 |  | 1. By written notice, the Contracting Officer may (a) decrease the property provided or to
2232 |  | be provided by the Postal Service under this contract, or (b) substitute other Postal
2233 |  | Service-owned property for the property to be provided by the Postal Service, or to be
2234 |  | acquired by the aviation supplier for the Postal Service under this contract. The

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2235 |  | aviation supplier must promptly take any action the Contracting Officer may direct
2236 |  | regarding the removal and shipping of the property covered by this notice.
2237 |  |
2238 |  | 2. In the event of any decrease in or substitution of property pursuant to subparagraph
2239 |  | b.1 above, or any withdrawal of authority to use property provided under any other
2240 |  | contract or lease, which property the Postal Service had agreed in the Schedule to
2241 |  | make available for the performance of this contract, the Contracting Officer, upon the
2242 |  | aviation supplier’s written request (or - if substitution causes a decrease in the cost of
2243 |  | performance - on the Contracting Officer’s own initiative), will equitably adjust any
2244 |  | contractual provisions affected by the decrease, substitution, or withdrawal, in
2245 |  | accordance with the Changes clause.
2246 |  |
2247 |  | c. Use of Postal Service Property. The Postal Service property, unless otherwise provided in
2248 |  | this contract or approved by the Contracting Officer, must be used only for performing this
2249 |  | contract.
2250 |  |
2251 |  | d. Utilization, Maintenance, and Repair of Postal Service Property. The aviation supplier must
2252 |  | maintain and administer, in accordance with sound industrial practice, a program or system for
2253 |  | the utilization, maintenance, repair, protection, and preservation of Postal Service property
2254 |  | until it is disposed of in accordance with this clause. If any damage occurs to Postal Service
2255 |  | property, the risk of which has been assumed by the Postal Service under this contract, the
2256 |  | Postal Service will replace the items or the aviation supplier must make such repairs as the
2257 |  | Postal Service directs; provided, however, that if the aviation supplier cannot effect these
2258 |  | repairs within the time required, the aviation supplier will dispose of the property in the manner
2259 |  | directed by the Contracting Officer. The contract price includes no compensation to the
2260 |  | aviation supplier for performing any repair or replacement for which the Postal Service is
2261 |  | responsible, and an equitable adjustment will be made in any contractual provisions affected
2262 |  | by such repair or replacement made at the direction of the Postal Service, in accordance with
2263 |  | the Changes clause. Any repair or replacement for which the aviation supplier is responsible
2264 |  | under the provisions of this contract must be accomplished by the aviation supplier at the
2265 |  | aviation supplier’s own expense.
2266 |  |
2267 |  | e. Risk of Loss. Unless otherwise provided in this contract, the aviation supplier assumes the
2268 |  | risk of, and becomes responsible for, any loss or damage to Postal Service property provided
2269 |  | under this contract upon its delivery to the aviation supplier or upon passage of title to the
2270 |  | Postal Service as provided in paragraph i below, except for reasonable wear and tear and
2271 |  | except to the extent that it is consumed in performing this contract.
2272 |  |
2273 |  | f. Access. The Postal Service, and any persons designated by it, must at reasonable times
2274 |  | have access to premises where any Postal Service property is located, for the purpose of
2275 |  | inspecting it.
2276 |  |
2277 |  | g. Final Accounting for and Disposition of Postal Service Property. Upon completion, or at such
2278 |  | earlier dates as may be fixed by the Contracting Officer, the aviation supplier must submit, in a
2279 |  | form acceptable to the Contracting Officer, inventory schedules covering all items of Postal
2280 |  | Service property not consumed in performing this contract (including any resulting scrap) or
2281 |  | not previously delivered to the Postal Service, and will prepare for shipment, deliver f.o.b.
2282 |  | origin, or dispose of this property, as the Contracting Officer may direct or authorize. The net
2283 |  | proceeds of disposal will be credited to the contract price or will be paid in such other manner
2284 |  | as the Contracting Officer may direct.
2285 |  |
2286 |  | h. Restoration of Aviation Supplier’s Premises and Abandonment. Unless otherwise provided in
2287 |  | this contract, the Postal Service:
2288 |  | 1. May abandon any Postal Service property in place, whereupon all obligations of the
2289 |  | Postal Service regarding it will cease; and
2290 |  |

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2291 |  | 2. Has no obligation with regard to restoration or rehabilitation of the aviation supplier’s
2292 |  | premises, either in case of abandonment, disposition on completion of need or of the
2293 |  | contract, or otherwise, except for restoration or rehabilitation costs properly included
2294 |  | in an equitable adjustment under paragraph b or e above.
2295 |  |
2296 |  | i. Title.
2297 |  | 1. Title to all Postal Service-furnished property remains in the Postal Service. To define
2298 |  | the obligations of the parties under this clause, title to each item of facilities, special
2299 |  | test equipment, or special tooling (other than that subject to a special-tooling clause)
2300 |  | acquired by the aviation supplier on behalf of the Postal Service under this contract
2301 |  | will pass to and vest in the Postal Service when its use in the performance of this
2302 |  | contract begins, or upon payment for it by the Postal Service, whichever is earlier,
2303 |  | whether or not title was previously vested.
2304 |  |
2305 |  | 2. Title to all material purchased by the aviation supplier for whose cost the aviation
2306 |  | supplier is entitled to be reimbursed as a direct item of cost under this contract will
2307 |  | pass to and vest in the Postal Service upon delivery of the material to the aviation
2308 |  | supplier by the vendor.
2309 |  |
2310 |  | 3. Title to other material whose cost is reimbursable to the aviation supplier under this
2311 |  | contract will pass to and vest in the Postal Service upon:
2312 |  | a) Its issuance for use in the performance of this contract; or
2313 |  | b) Reimbursement of its cost by the Postal Service, whichever occurs first.
2314 |  |
2315 |  | 4. All Postal Service-furnished property, together with all property acquired by the
2316 |  | aviation supplier, title to which vests in the Postal Service under this subsection i, is
2317 |  | subject to the provisions of this clause and is hereinafter collectively referred to as
2318 |  | “Postal Service property.” Title to Postal Service property is not affected by its
2319 |  | incorporation into or attachment to any property not owned by the Postal Service, nor
2320 |  | does Postal Service property become a fixture or lose its identity as personal property
2321 |  | by being attached to any real property.
2322 |  |
2323 |  |
2324 |  | Clause 2-22: Value Engineering Incentive (March 2006)
2325 |  | a. General.
2326 |  | The right of each party to improve its own methods for its own benefit, absent a change to the
2327 |  | obligations of the other party which requires an modification to this Contract, and to retain
2328 |  | such savings for itself is not affected by this clause.
2329 |  |
2330 |  | The aviation supplier is encouraged to develop and submit Value Engineering Change
2331 |  | Proposals (VECPs) voluntarily. The aviation supplier will share in savings realized from an
2332 |  | accepted VECP as provided in paragraph (h) below. No document submitted by the aviation
2333 |  | supplier shall be considered to be a VECP unless the aviation supplier specifically marks on
2334 |  | the document that it is to be considered a VECP and contains a statement that the aviation
2335 |  | supplier intends the document to be a VECP subject to the provisions of this Clause of the
2336 |  | Contract.
2337 |  |
2338 |  | b. Definitions
2339 |  | 1. Value Engineering Change Proposal (VECP). A proposal that:
2340 |  | i. Requires a change to the instant contract;
2341 |  | ii. Results in savings to the instant contract; and
2342 |  | iii. Does not involve a change in:
2343 |  | a) Deliverable end items only;
2344 |  | b) Test quantities due solely to results of previous testing under the instant
2345 |  | contract;or
2346 |  | c) Contract type only.
2347 |  |

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2348 |  | 2. Instant Contract. The contract under which a VECP is submitted. It does not include
2349 |  | additional contract quantities.
2350 |  |
2351 |  | 3. Additional Contract Quantity. An increase in quantity after acceptance of a VECP due
2352 |  | to contract modification, exercise of an option, or additional orders (except orders
2353 |  | under indefinite-delivery contracts within the original maximum quantity limitations).
2354 |  |
2355 |  | 4. Postal Service Costs. Costs to the Postal Service resulting from developing and
2356 |  | implementing a VECP, such as net increases in the cost of testing, operations,
2357 |  | maintenance, logistics support, or property furnished. Normal administrative costs of
2358 |  | processing the VECP are excluded.
2359 |  |
2360 |  | 5. Instant Contract Savings. The estimated cost of performing the instant contract
2361 |  | without implementing a VECP minus the sum of: (a) the estimated cost of
2362 |  | performance after implementing the VECP, and (b) Postal Service costs.
2363 |  |
2364 |  | 6. Additional Contract Savings. The estimated cost of performance or delivering
2365 |  | additional quantities without the implementation of a VECP minus the sum of (a) the
2366 |  | estimated cost of performance after the VECP is implemented and (b) Postal Service
2367 |  | cost.
2368 |  |
2369 |  | 7. Aviation Supplier’s Development and Implementation Costs. Aviation supplier’s cost
2370 |  | in developing, testing, preparing, and submitting a VECP. Also included are the
2371 |  | aviation supplier’s cost to make the contractual changes resulting from the Postal
2372 |  | Service acceptance of the VECP.
2373 |  |
2374 |  | c. Content. A VECP must include the following:
2375 |  |
2376 |  | 1. A description of the difference between the existing contract requirement and that
2377 |  | proposed, the comparative advantages and disadvantages of each, a justification
2378 |  | when an item’s function or characteristics are being altered, the effect of the change
2379 |  | on the end item’s performance, and any pertinent objective test data.
2380 |  |
2381 |  | 2. A list and analysis of the contract requirements that must be changed if the VECP is
2382 |  | accepted, including any suggested specification revisions.
2383 |  |
2384 |  | 3. A separate, detailed cost estimate for: (a) the affected portions of the existing contract
2385 |  | requirement and, (b) the VECP. The cost reduction associated with the VECP must
2386 |  | take into account the aviation supplier’s allowable development and implementation
2387 |  | costs.
2388 |  |
2389 |  | 4. A description and estimate of costs the Postal Service may incur in implementing the
2390 |  | VECP, such as test and evaluation and operating and support costs.
2391 |  |
2392 |  | 5. A prediction of any effects the proposed change would have on Postal Service costs.
2393 |  |
2394 |  | 6. A statement of the time by which a contract modification accepting the VECP must be
2395 |  | issued in order to achieve the maximum cost reduction, noting any effect on the
2396 |  | contract completion time or delivery schedule.
2397 |  |
2398 |  | 7. Identification of any previous submissions of the VECP to the Postal Service,
2399 |  | including the dates submitted, purchasing offices, contract numbers, and actions
2400 |  | taken.
2401 |  |
2402 |  | d. Submission. The aviation supplier must submit VECPs to the Contracting Officer.
2403 |  |
2404 |  | e. Postal Service Action

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2405 |  |
2406 |  | 1. The Contracting Officer will give the aviation supplier written notification of action
2407 |  | taken on a VECP within 60 days after receipt. If additional time is needed, the
2408 |  | Contracting Officer will notify the aviation supplier, within the 60-day period, of the
2409 |  | expected date of a decision. The Postal Service will process VECPs expeditiously but
2410 |  | will not be liable for any delay in acting upon a VECP.
2411 |  |
2412 |  | 2. If a VECP is not accepted, the Contracting Officer will so notify the aviation supplier,
2413 |  | explaining the reasons for rejection.
2414 |  |
2415 |  | f. Withdrawal. The aviation supplier may withdraw a VECP, in whole or in part, at any time
2416 |  | before its acceptance.
2417 |  |
2418 |  | g. Acceptance
2419 |  |
2420 |  | 1. Acceptance of a VECP, in whole or in part, will be by execution of a supplemental
2421 |  | agreement modifying this contract and citing this clause. If agreement on price (see
2422 |  | paragraph h below) is reserved for a later supplemental agreement, and if such
2423 |  | agreement cannot be reached, the disagreement is subject to the Claims and
2424 |  | Disputes clause of this contract, or another clause of the contract dealing with
2425 |  | disputes.
2426 |  |
2427 |  | 2. Until a VECP is accepted by contract modification, both parties must perform in
2428 |  | accordance with the existing contract.
2429 |  |
2430 |  | 3. The Contracting Officer’s decision to accept or reject all or any part of a VECP is final
2431 |  | and not subject to the Claims and Disputes clause or otherwise subject to litigation
2432 |  | under the Contract Disputes Act of 1978.
2433 |  |
2434 |  | h. Sharing. If a VECP is accepted, the aviation supplier and the Postal Service shall negotiate
2435 |  | their respective shares of the contract savings. The contract savings are calculated by
2436 |  | subtracting the estimated cost of performing the contract with the VECP, Postal Service costs,
2437 |  | and the allowable development and implementation costs from the estimated cost of
2438 |  | performing the contract without the VECP. Profit is excluded when calculating contract
2439 |  | savings.
2440 |  |
2441 |  | i. Data
2442 |  |
2443 |  | 1. The aviation supplier may restrict the Postal Service’s right to use any part of a VECP
2444 |  | or the supporting data by marking the following legend on the affected parts:
2445 |  |
2446 |  | “These data, furnished under the Value Engineering Incentive clause of contract,
2447 |  | may not be disclosed outside the Postal Service or duplicated, used, or disclosed,
2448 |  | in whole or in part, for any purpose other than to evaluate a value engineering
2449 |  | change proposal submitted under the clause. This restriction does not limit the
2450 |  | Postal Service’s right to use information contained in these data if it has been
2451 |  | obtained or is otherwise available from the aviation supplier or from another
2452 |  | source without limitation.”
2453 |  |
2454 |  | 2. If a VECP is accepted, the aviation supplier hereby grants the Postal Service
2455 |  | unlimited rights in the VECP and supporting data, except that, with respect to data
2456 |  | qualifying and submitted as limited rights technical data, the Postal Service will have
2457 |  | the rights specified in the contract modification implementing the VECP and will
2458 |  | appropriately mark the data.
2459 |  |
2460 |  |

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2461 |  | Clause 3-1: Small, Minority, and Woman-owned Business Subcontracting
2462 |  | Requirements (March 2006)
2463 |  | a. All aviation suppliers, except small businesses, must submit a subcontracting plan that is
2464 |  | specific to this contract and that separately addresses subcontracting with small, minority, and
2465 |  | woman-owned businesses. A plan approved by the Postal Service must be included in and
2466 |  | made a part of the contract. Lack of an approved plan may make the aviation supplier
2467 |  | ineligible for award. A subcontract is defined as any agreement (other than one involving an
2468 |  | employer-employee relationship) entered into by a Postal Service aviation supplier or
2469 |  | subcontractor calling for supplies or services required for performance of the contract or
2470 |  | subcontract.
2471 |  |
2472 |  | b. The aviation supplier’s subcontracting plan must include the following:
2473 |  | 1. Goals, in terms of percentages of the total amount of this contract that the aviation
2474 |  | supplier will endeavor to subcontract to small, minority, and woman-owned
2475 |  | businesses. The aviation supplier must include all subcontracts that contribute to
2476 |  | contract performance, and may include a proportionate share of supplies and services
2477 |  | that are normally allocated as indirect costs.
2478 |  |
2479 |  | 2. A statement of the:
2480 |  | i. Total dollars planned to be subcontracted under this contract; and
2481 2482 |  | ii. Total of that amount planned to be subcontracted to small, minority, and woman-owned businesses.
2483 |  |
2484 |  | 3. A description of the principal types of supplies and services to be subcontracted under
2485 |  | this contract, identifying the types planned for subcontracting to small, minority, and
2486 |  | woman-owned businesses.
2487 |  |
2488 |  | 4. A description of the method used to develop the subcontracting goals for this contract.
2489 |  |
2490 |  | 5. A description of the method used to identify potential sources for solicitation purposes
2491 |  | and a description of efforts the aviation supplier will make to ensure that small,
2492 |  | minority, and woman-owned businesses have an equitable opportunity to compete for
2493 |  | subcontracts.
2494 |  |
2495 |  | 6. A statement as to whether the offer included indirect costs in establishing
2496 |  | subcontracting goals for this contract and a description of the method used to
2497 |  | determine the proportionate share of indirect costs to be incurred with small, minority,
2498 |  | and woman-owned businesses.
2499 |  |
2500 |  | 7. The name of the individual employed by the aviation supplier who will administer the
2501 |  | subcontracting program and a description of the individual’s duties.
2502 |  |
2503 |  | 8. Assurances that the aviation supplier will require all subcontractors receiving
2504 |  | subcontracts in excess of $1,000,000 to adopt a plan similar to the plan agreed to by
2505 |  | the aviation supplier.
2506 |  |
2507 |  | 9. A description of the types of records the aviation supplier will maintain to demonstrate
2508 |  | compliance with the requirements and goals in the plan for this contract. The records
2509 |  | must include at least the following:
2510 |  | i. Source lists, guides, and other data identifying small, minority, and woman-
2511 |  | owned businesses;
2512 |  | ii. Organizations contacted in an attempt to locate sources that are small,
2513 |  | minority, and woman-owned businesses;
2514 |  | iii. Records on each subcontract solicitation resulting in an award of more than
2515 |  | $100,000, indicating whether small, minority, or woman-owned businesses
2516 |  | were solicited and if not, why not; and

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2517 |  | iv. Records to support subcontract award data, including the name, address, and
2518 |  | business size of each subcontractor.
2519 |  |
2520 |  | c. Reports. The aviation supplier must provide reports on subcontracting activity under this
2521 |  | contract on a calendar-quarter basis. The report must be one of the types described in Clause
2522 |  | 3-2, Participation of Small, Minority, and Woman-owned Businesses.
2523 |  |
2524 |  |
2525 |  | Clause 3-2: Participation of Small, Minority, and Woman-owned Businesses
2526 |  | (March 2006)
2527 |  | a. The policy of the Postal Service is to encourage the participation of small, minority, and
2528 |  | woman-owned business in its purchases of supplies and services to the maximum extent
2529 |  | practicable consistent with efficient contract performance. The aviation supplier agrees to
2530 |  | follow the same policy in performing this contract.
2531 |  |
2532 |  | b. Subject to the agreement of the aviation supplier and the Postal Service, the aviation supplier
2533 |  | will report subcontracting activity on one of the following bases:
2534 |  | 1. Showing the amount of money paid to subcontractors during the reporting period;
2535 |  | 2. Showing subcontracting activity that is allocable to this contract using generally
2536 |  | accepted accounting practices; or
2537 |  | 3. A combination of the methods listed above.
2538 |  |
2539 |  | c. The aviation supplier will submit a report to the Contracting Officer within 15 calendar days
2540 |  | after the end of each calendar-year quarter, describing all subcontract awards to small,
2541 |  | minority, or woman-owned businesses. The Contracting Officer may require more frequent
2542 |  | reports.
2543 |  |
2544 |  |
2545 |  | Clause 4-1: General Terms and Conditions (July 2007) (Tailored)
2546 |  | a. Inspection and Acceptance. Not applicable
2547 |  |
2548 |  | b. Assignment. If this contract provides for payments aggregating $10,000 or more, claims for
2549 |  | monies due or to become due from the Postal Service under it may be assigned to a bank,
2550 |  | trust company, or other financing institution, including any federal lending agency, and may
2551 |  | thereafter be further assigned and reassigned to any such institution. Any assignment or
2552 |  | reassignment must cover all amounts payable and must not be made to more than one party,
2553 |  | except that assignment or reassignment may be made to one party as agent or trustee for two
2554 |  | or more parties participating in financing this contract. No assignment or reassignment will be
2555 |  | recognized as valid and binding upon the Postal Service unless a written notice of the
2556 |  | assignment or reassignment, together with a true copy of the instrument of assignment, is filed
2557 |  | with:
2558 |  | 1. The Contracting Officer;
2559 |  | 2. The surety or sureties upon any bond; and
2560 |  | 3. The office, if any, designated to make payment, and the Contracting Officer has
2561 |  | acknowledged the assignment in writing.
2562 |  | 4. Assignment of this contract or any interest in this contract other than in accordance
2563 |  | with the provisions of this clause will be grounds for termination of the contract for
2564 |  | default at the option of the Postal Service.
2565 |  |
2566 |  | c. Changes
2567 |  | 1. The Contracting Officer may, in writing, without notice to any sureties, order changes
2568 |  | within the general scope of this contract in the following:
2569 |  | i. Drawings, designs, or specifications when supplies to be furnished are to be
2570 |  | specially manufactured for the Postal Service in accordance with them;
2571 |  | ii. Statement of work or description of services;
2572 |  | iii. Method of shipment or packing;

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2573 |  | iv. Places of delivery of supplies or performance of services;
2574 |  | v. Delivery or performance schedule;
2575 |  | vi. Postal Service furnished property or facilities.
2576 |  |
2577 |  | 2. Changes pursuant to the Ordering Process and the Operating Period Volume
2578 |  | Minimum sections in Part 1- Statement of Work are not applicable under this clause.
2579 |  |
2580 |  | 3. Any other written or oral order (including direction, instruction, interpretation, or
2581 |  | determination) from the Contracting Officer that causes a change will be treated as a
2582 |  | change order under this paragraph, provided that the aviation supplier gives the
2583 |  | Contracting Officer written notice stating: (a) the date, circumstances, and source of
2584 |  | the order and (b) that the aviation supplier regards the order as a change order.
2585 |  |
2586 |  | 4. If any such change affects the cost of performance or the delivery schedule, the
2587 |  | contract may be modified to effect an equitable adjustment.
2588 |  |
2589 |  | 5. The aviation supplier’s claim for equitable adjustment must be asserted within 60 days
2590 |  | of receiving a written change order, or on a date otherwise agreed to by the parties in
2591 |  | writing. A later claim may be acted upon — but not after final payment under this
2592 |  | contract — if the Contracting Officer decides that the facts justify such action.
2593 |  |
2594 |  | 6. Failure to agree to any adjustment is a dispute under Clause B-9, Claims and
2595 |  | Disputes.
2596 |  |
2597 |  | d. Reserved
2598 |  |
2599 |  | e. Reserved
2600 |  |
2601 |  | f. Reserved
2602 |  |
2603 |  | g. Invoices
2604 |  | The Postal Service intends to certify payment for services based, in part, upon collected
2605 |  | scanned data. For services based upon scanned data, the aviation supplier need not submit
2606 |  | an invoice for payment. Rather, payment will be automatically processed, on a weekly basis,
2607 |  | based on the scan data. In addition, certain supplemental charges (including, but not limited
2608 |  | to, charges related to minimum guaranteed volumes, surface transportation, and non-
2609 |  | achievement of performance standards) may be assessed under the contract.
2610 |  |
2611 |  | Any service requiring invoicing must meet the requirements specified herein. The aviation
2612 |  | supplier shall submit an original invoice (or electronic invoice if authorized) to the Contracting
2613 |  | Officer’s Representative. All invoices must be submitted within ninety (90) days from
2614 |  | completion of the service or the applicable Operating Period to be eligible for payment.
2615 |  | Invoices received after ninety (90) days from completion of the service or Operating Period will
2616 |  | be subject to a 10% deduction or a deduction of $10,000, whichever is less, as a liquidated
2617 |  | damage. The aviation supplier shall allow at least twenty-eight (28) calendar days before
2618 |  | submitting a second invoice to the Postal Service for the same service.
2619 |  |
2620 |  | To ensure prompt payment, an original paper invoice (or electronic invoice, if authorized) must
2621 |  | contain:
2622 |  | 1. Aviation supplier’s name, remit to address (including ZIP+4), contact person and
2623 |  | phone number;
2624 |  | 2. Unique invoice number and invoice date;
2625 |  | 3. Contract number;
2626 |  | 4. A description of the supplies or services and the dates delivered or performed;
2627 |  | 5. Points (air stops or facility) of shipment tender and delivery; if applicable;
2628 |  | 6. Quantity, unit of measure, unit price(s) and extension(s) of the items delivered; if
2629 |  | applicable;

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2630 |  | 7. Payment terms, including any discounts offered;
2631 |  | 8. Name, title, and phone number of the person to be notified in the event of a defective
2632 |  | invoice; and
2633 |  | 9. Any additional information required by the contract or specified by the Contracting
2634 |  | Officer.
2635 |  |
2636 |  | Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and
2637 |  | Office of Management and Budget (OMB) Circular A-125, Prompt Payment. Further
2638 |  | guidelines may be found in the Payment Processing and Reconciliation Process sections of
2639 |  | Part I – Statement of Work.
2640 |  |
2641 |  | h. Patent Indemnity. The aviation supplier will indemnify the Postal Service and its officers,
2642 |  | employees and agents against liability, including costs for actual or alleged direct or
2643 |  | contributory infringement of, or inducement to infringe, any United States or foreign patent,
2644 |  | trademark, or copyright, arising out of the performance of this contract, provided the aviation
2645 |  | supplier is reasonably notified of such claims and proceedings.
2646 |  |
2647 |  | i. Payment
2648 |  | Payment will only be made for:
2649 |  | 1. Items that have been properly scanned and delivered to the correct delivery
2650 |  | destination Service Points set forth in this contract, and
2651 |  |
2652 |  | 2. Other services and charges agreed upon by the parties.
2653 |  |
2654 |  | The Postal Service will make payment in accordance with the Prompt Payment Act (31 U.S.C.
2655 |  | 3903) and 5 CFR 1315. Payments under this contract may be made by the Postal Service
2656 |  | either by electronic funds transfer or other method agreed upon by the parties.
2657 |  |
2658 |  | j. Risk of Loss. The Postal Service shall be liable for all third-party customer claims arising from
2659 |  | or in connection with the loss, damage, or delay of any mail transported under this contract,
2660 |  | except to the extent of any insurance proceeds received by the aviation supplier as a result of
2661 |  | a catastrophic loss of an aircraft or other transport vehicle and attributable to Postal Service
2662 |  | mail.
2663 |  |
2664 |  | k. Taxes. The contract price includes all applicable federal, state, and local taxes and duties
2665 |  | except the applicable Federal excise tax on the transportation of property via air. The aviation
2666 |  | supplier is required to report to the Postal Service on an annual basis (October 1), the portion
2667 |  | of the rates listed in Attachment 10: Pricing that are subject to federal excise tax. The Postal
2668 |  | Service shall hold harmless, save, and defend the aviation supplier from any demand or claim
2669 |  | of, or on behalf of, the IRS or the United States based on the application of federal excise
2670 |  | taxes applicable to the transportation services performed by the aviation supplier under this
2671 |  | contract.
2672 |  |
2673 |  | l. Termination on Notice.
2674 |  |
2675 |  | 1. This contract does not contain a Termination for Convenience clause. In lieu of a
2676 |  | Termination for Convenience, either party may terminate this contract without cause
2677 |  | by providing advanced written notice to the non-terminating party and a termination
2678 |  | fee as follows:
2679 |  |

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2680 |  |

|  | Advanced Notice Provided |  | Postal Service Termination Fee |  | Aviation Supplier Termination Fee |  |
|  | [*] |  | [*] |  | [*] |  |
|  | [*] |  | [*] |  | [*] |  |
|  | [*] |  | [*] |  | [*] |  |
|  | [*] |  | [*] |  | [*] |  |

2681 |  |
2682 |  |
2683 |  | 2. The terminating party must pay the termination fee corresponding to the advanced
2684 |  | written notice within ninety (90) of the written notice of termination.
2685 |  |
2686 |  | 3. If the aviation supplier terminates the contract under this provision, the aviation
2687 |  | supplier guarantees to provide the Postal Service a daily average capacity through the
2688 |  | effective date of the termination of not less than the daily average capacity offered in
2689 |  | the two most recently completed Operating Periods prior to the date of the receipt of
2690 |  | the notice of termination, or, if two Operating Periods have not been completed when
2691 |  | the notice of termination is received, the daily average capacity offered shall be at
2692 |  | least equal to the average daily capacity transported prior to the receipt of the written
2693 |  | notice of termination.
2694 |  |
2695 |  | 4. If the Postal Service terminates the contract under this provision, the Postal Service
2696 |  | guarantees to provide the aviation supplier a volume commitment through the
2697 |  | effective date of the termination of not less than the daily average volume offered in
2698 |  | the two most recently completed Operating Periods prior to the date of the receipt of
2699 |  | the notice of termination, or, if two Operating Periods have not been completed when
2700 |  | the notice of termination is received, the daily average volume offered shall at least
2701 |  | equal to the average daily volume offered prior to the receipt of the written notice of
2702 |  | termination.
2703 |  |
2704 |  | 5. Either party’s termination under this provision shall not prejudice the aviation
2705 |  | supplier’s right to payment for services rendered, but neither party shall be liable to
2706 |  | the other for any other damages, fees, or payment except for the termination fee
2707 |  | above.
2708 |  |
2709 |  | 6. This clause does not apply to changes in service resulting from the Postal Service
2710 |  | changing from six (6) days to less than six (6) days of delivery per week. If such a
2711 |  | scenario should occur, refer to the Frequency Adjustment clause of this contract.
2712 |  |
2713 |  | m. Termination for Default. The Postal Service may terminate this contract, or any part hereof,
2714 |  | for default if the aviation supplier fails to cure such default within thirty (30) days of being
2715 |  | advised in writing of such by the Postal Service, or if the aviation supplier fails to provide the
2716 |  | Postal Service, upon request, with adequate assurances of future performance. In the event
2717 |  | of termination for default, the Postal Service will not be liable to the aviation supplier for any
2718 |  | amount for supplies or services not provided, and the Postal Service shall have any and all
2719 |  | rights and remedies provided by law, including the right to assess reasonable excess re-
2720 |  | procurement costs. The Postal Service may withhold payment otherwise due the aviation
2721 |  | supplier for services already performed in order to protect its interest in recouping excess re-
2722 |  | procurement costs, and will promptly determine such costs so as to mitigate damage to the
2723 |  | aviation supplier.
2724 |  |
2725 |  | n. Title. Not applicable
2726 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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2727 |  | o. Warranty. The aviation supplier warrants and represents that the services delivered under this
2728 |  | contract shall be in accordance with the requirements and performance standards set forth in
2729 |  | the contract. With respect to services for which performance standards are set forth in the
2730 |  | contract, the Postal Service’s exclusive remedy (other than termination for default) shall be
2731 |  | price adjustments as provided in this contract. With respect to all other services, the Postal
2732 |  | Service’s exclusive remedy (other than termination for default) shall be for the aviation
2733 |  | supplier to promptly correct, replace, or otherwise cure such performance at no cost to the
2734 |  | Postal Service.
2735 |  |
2736 |  | p. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the
2737 |  | supplier will not be liable to the Postal Service for consequential damages resulting from any
2738 |  | defect or deficiencies in accepted items or services.
2739 |  |
2740 |  | q. Other Compliance Requirements. The aviation supplier will comply with all applicable
2741 |  | Federal, State, and local laws, executive orders, rules and regulations applicable to its
2742 |  | performance under this contract.
2743 |  |
2744 |  | r. Order of Precedence. Any inconsistencies in this solicitation or contract will be resolved by
2745 |  | giving precedence in the following order:
2746 |  | 1. Contract clauses;
2747 |  | 2. Statement of Work;
2748 |  | 3. Attachments to the Statement of Work;
2749 |  | 4. Solicitation provisions
2750 |  | 5. Form 8203;
2751 |  | 6. Other documents and attachments associated with the contract.
2752 |  |
2753 |  | s. Incorporation by Reference. Not applicable
2754 |  |
2755 |  | t. Shipping. Not applicable
2756 |  |
2757 |  |
2758 2759 |  | Clause 4-2: Contract Terms and Conditions Required to Implement Policies, Statutes, or Executive Orders (July 2009) (Tailored)
2760 |  | a. Incorporation by Reference. Not applicable
2761 |  |
2762 |  | b. Examination of Records.
2763 |  | 1. Records. “Records” includes books, documents, accounting procedures and
2764 |  | practices, and other data, regardless of type and regardless of whether such items are
2765 |  | in written form, in the form of computer data, or in any other form.
2766 |  |
2767 |  | 2. Examination of Costs. If this is a cost-type contract, the aviation supplier must
2768 |  | maintain, and the Postal Service will have the right to examine and audit all records
2769 |  | and other evidence sufficient to reflect properly all costs claimed to have been
2770 |  | incurred or anticipated to be incurred directly or indirectly in performance of this
2771 |  | contract. This right of examination includes inspection at all reasonable times of the
2772 |  | aviation supplier’s plants, or parts of them, engaged in the performance of this
2773 |  | contract.
2774 |  |
2775 |  | 3. Cost or Pricing Data. If the aviation supplier is required to submit cost or pricing data
2776 |  | in connection with any pricing action relating to this contract, the Postal Service, in
2777 |  | order to evaluate the accuracy, completeness, and currency of the cost or pricing
2778 |  | data, will have the right to examine and audit all of the aviation supplier’s records,
2779 |  | including computations and projections directly, related to:
2780 |  | a. The proposal for the contract, subcontract, or modification;
2781 |  | b. Pricing of the contract, subcontract, or modification; or
2782 |  | c. Performance of the contract, subcontract or modification.
2783 |  |

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2784 |  | 4. Reports. If the aviation supplier is required to furnish cost, funding or performance
2785 |  | reports, the Contracting Officer or any authorized representative of the Postal Service
2786 |  | will have the right to examine and audit the supporting records and materials, for the
2787 |  | purposes of evaluating:
2788 |  | a. The effectiveness of the aviation supplier’s policies and procedures to
2789 |  | produce data compatible with the objectives of these reports; and
2790 |  | b. The data reported.
2791 |  |
2792 |  | 5. Availability. The aviation supplier must maintain and make available at its office at all
2793 |  | reasonable times the records, materials, and other evidence described in (b)(1)-(4) of
2794 |  | this clause, for examination, audit, or reproduction, until three years after final
2795 |  | payment under this contract or any longer period required by statute or other clauses
2796 |  | in this contract. In addition:
2797 |  | a. If this contract is completely or partially terminated, the aviation supplier must
2798 |  | make available the records related to the work terminated until three years
2799 |  | after any resulting final termination settlement; and
2800 |  |
2801 |  | b. The aviation supplier must make available records relating to appeals under
2802 |  | the claims and disputes clause or to litigation or the settlement of claims
2803 |  | arising under or related to this contract. Such records must be made
2804 |  | available until such appeals, litigation or claims are finally resolved.
2805 |  |
2806 |  |
2807 |  | Clause 4-7: Records Ownership (March 2006)
2808 |  | Notwithstanding any state law providing for retention of rights in the records, the aviation supplier
2809 |  | agrees that the Postal Service may, at its option, demand and take without additional compensation all
2810 |  | records relating to the services provided under this agreement. The aviation supplier must turn over
2811 |  | all such records upon request but may retain copies of documents produced by the aviation supplier.
2812 |  |
2813 |  |
2814 |  | Clause 6-1: Contracting Officer’s Representative (March 2006)
2815 |  | The Contracting Officer will appoint a Contracting Officer’s representative (COR), responsible for the
2816 |  | day-to-day administration of the contract, who will serve as the Postal Service’s point of contact with
2817 |  | the aviation supplier on all routine matters. A copy of the notice of appointment defining the COR’s
2818 |  | authority will be furnished to the aviation supplier upon award of the contract.
2819 |  |
2820 |  | a. The COR may be changed at any time by the Postal Service without prior notice to the
2821 |  | aviation supplier, but notification of the change, including the name and address of the
2822 |  | successor COR, will be promptly provided to the aviation supplier by the Contracting Officer in
2823 |  | writing.
2824 |  |
2825 |  | b. The responsibilities and limitations of the COR are as follows:
2826 |  | 1. The COR is responsible for the operational and administrative aspects of the contract
2827 |  | and technical liaison with the aviation supplier. The COR is responsible also for the
2828 |  | final inspection and acceptance of aviation supplier performance and submitted
2829 |  | reports and has other responsibilities as specified by the contract.
2830 |  |
2831 |  | 2. The COR is not authorized to make any commitments or otherwise obligate the Postal
2832 |  | Service or authorize any changes affecting the contract price, terms, or conditions.
2833 |  | Any aviation supplier request for changes must be referred to the Contracting Officer
2834 |  | directly or through the COR. No such changes may be made without the Contracting
2835 |  | Officer’s express prior authorization.
2836 |  |
2837 |  | 3. The COR may place orders for the aviation supplier to transport and process mail in
2838 |  | accordance with the provisions of the contract at the agreed-upon rate only.
2839 |  |

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2840 |  |
2841 |  | Clause 9-1: Convict Labor (March 2006)
2842 |  | In connection with the work under this contract, the aviation supplier agrees not to employ any person
2843 |  | undergoing sentence of imprisonment, except as provided by E.O. 11755, December 28, 1973, as
2844 |  | amended and 18 USC 3621 and 3622.
2845 |  |
2846 |  |
2847 |  | Clause 9-2: Contract Work Hours and Safety Standards Act - Overtime
2848 |  | Compensation (March 2006)
2849 |  | a. No aviation supplier or subcontractor contracting for any part of the contract work may require
2850 |  | or permit any laborer or mechanic to work more than 40 hours in any workweek on work
2851 |  | subject to the provisions of the Contract Work Hours and Safety Standards Act, unless the
2852 |  | laborer or mechanic receives compensation at a rate not less than one-and-one-half times the
2853 |  | laborer’s or mechanic’s basic rate of pay for all such hours worked in excess of 40 hours.
2854 |  |
2855 |  | b. Violation, Liability for Unpaid Wages, and Liquidated Damages. In the event of any violation
2856 |  | of paragraph a above, the aviation supplier and any subcontractor responsible for the violation
2857 |  | are liable to any affected employee for unpaid wages. The aviation supplier and subcontractor
2858 |  | are also liable to the Postal Service for liquidated damages, which will be computed for each
2859 |  | laborer or mechanic at $10 for each day on which the employee was required or permitted to
2860 |  | work in violation of paragraph a above.
2861 |  |
2862 |  | c. Withholding for Unpaid Wages and Liquidated Damages. The Contracting Officer may
2863 |  | withhold from the aviation supplier, from any moneys payable to the aviation supplier or
2864 |  | subcontractor under this or any other contract with the same aviation supplier, or any other
2865 |  | federally assisted contract subject to the Contract Work Hours and Safety Standards Act held
2866 |  | by the same aviation supplier, sums as may administratively be determined necessary to
2867 |  | satisfy any liabilities of the aviation supplier or subcontractor for unpaid wages and liquidated
2868 |  | damages pursuant to paragraph b above.
2869 |  |
2870 |  | d. Records. The aviation supplier or subcontractor must maintain for 3 years from the
2871 |  | completion of the contract for each laborer and mechanic (including watchmen and guards)
2872 |  | working on the contract payroll records which contain the name, address, social security
2873 |  | number, and classification(s) of each such employee, hourly rates of wages paid, number of
2874 |  | daily and weekly hours worked, deductions made, and actual wages paid. The aviation
2875 |  | supplier or subcontractor must make these records available for inspection, copying, or
2876 |  | transcription by authorized representatives of the Contracting Officer and the Department of
2877 |  | Labor, and must permit such representatives to interview employees during working hours on
2878 |  | the job. (The Department of Labor information collection and record keeping requirements in
2879 |  | this paragraph d have been approved by the Office of Management and Budget under OMB
2880 |  | control numbers 1215-0140 and 1215-0017.)
2881 |  |
2882 |  | e. Subcontracts. The aviation supplier must insert paragraphs a through d of this clause in all
2883 |  | subcontracts, and must require their inclusion in all subcontracts at any tier.
2884 |  |
2885 |  |
2886 |  | Clause 9-7: Equal Opportunity (March 2006) (Tailored)
2887 |  | During the performance of this contract, the contractor agrees as follows:
2888 |  | 1. The contractor may not discriminate against employees or applicants for employment because
2889 |  | of race, color, religion, sex, or national origin. The contractor will take affirmative action to
2890 |  | ensure that applicants are employed, and that employees are treated during employment,
2891 |  | without regard to race, color, religion, sex, or national origin. Such action shall include, but not
2892 |  | be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or
2893 |  | recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
2894 |  | selection for training, including apprenticeship. The contractor agrees to post in conspicuous

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2895 |  | places, available to employees and applicants for employment, notices to be provided by the
2896 |  | Contracting Officer setting forth the provisions of this nondiscrimination clause.
2897 |  |
2898 |  | 2. The contractor, in all solicitations or advertisements for employees placed by or on behalf of
2899 |  | the contractor, state that all qualified applicants will receive consideration for employment
2900 |  | without regard to race, color, religion, sex, or national origin.
2901 |  |
2902 |  | 3. The contractor will send to each labor union or representative of workers with which he has a
2903 |  | collective bargaining agreement or other contract or understanding, a notice, provided by the
2904 |  | agency Contracting Officer, advising the labor union or workers’ representative of the
2905 |  | contractor’s commitments under section 202 of Executive Order 11246 of September 24,
2906 |  | 1965, and must post copies of the notice in conspicuous places available to employees and
2907 |  | applicants for employment.
2908 |  |
2909 |  | 4. The contractor will comply with all provisions of Executive Order (EO) 11246 of September 24,
2910 |  | 1965, as amended, and of the rules, regulations, and relevant orders of the Secretary of
2911 |  | Labor.
2912 |  |
2913 |  | 5. The contractor will furnish all information and reports required by Executive Order, 11246 of
2914 |  | September 24, 1964, and by the rules, regulations, and orders of the Secretary of Labor, or
2915 |  | pursuant thereto, and will permit access to his books, records, and accounts by the
2916 |  | contracting agency and the Secretary of Labor for purposes of investigation to ascertain
2917 |  | compliance with such rules, regulations, and orders.
2918 |  |
2919 |  | 6. In the event of the contractor’s non-compliance with the non-discrimination clauses of this
2920 |  | contract or with any of such rules, regulations, or orders, this contract may be canceled,
2921 |  | terminated, or suspended, in whole or in part and the contractor may be declared ineligible for
2922 |  | further Government contracts in accordance with procedures authorized in Executive Order
2923 |  | 11246 of September 24, 1965, and such other sanctions may be imposed and remedies
2924 |  | invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation,
2925 |  | or order of the Secretary of Labor, or as otherwise provided by law.
2926 |  |
2927 |  | 7. The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or
2928 |  | purchase order under this contract unless exempted by rules, regulations, or orders of the
2929 |  | Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24,
2930 |  | 1965, so that such provisions will be binding upon each subcontractor or vendor. The
2931 |  | contractor will take such action with respect to any subcontract or purchase order as may be
2932 |  | directed by the Secretary of Labor as a means of enforcing such provisions including
2933 |  | sanctions for noncompliance, provided, however, that in the event the contractor becomes
2934 |  | involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
2935 |  | direction, the contractor may request the United States to enter into such litigation to protect
2936 |  | the interest of the United States.
2937 |  |
2938 |  |
2939 |  | Clause 9-9: Equal Opportunity Preaward Compliance of Subcontracts (March
2940 |  | 2006) (Tailored)
2941 |  | The aviation supplier may not enter into a first-tier subcontract for an estimated or actual amount of $1
2942 |  | million or more without obtaining in writing from the Contracting Officer a clearance that the proposed
2943 |  | subcontractor is in compliance with equal opportunity requirements and therefore eligible for award.
2944 |  |
2945 |  |
2946 |  | Clause 9-10: Service Contract Act (March 2006)
2947 |  | a. This contract is subject to the Service Contract Act of 1965, as amended (41 U.S.C. 351 et
2948 |  | seq.), and to the following provisions and all other applicable provisions of the Act and
2949 |  | regulations of the Secretary of Labor issued under the Act (29 CFR Part 4).
2950 |  |

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2951 |  | b.
2952 |  | 1) Each service employee employed in the performance of this contract by the aviation
2953 |  | supplier or any subcontractor must be: a) paid not less than the minimum monetary
2954 |  | wages and b) furnished fringe benefits in accordance with the wages and fringe
2955 |  | benefits determined by the Secretary of Labor or an authorized representative, as
2956 |  | specified in any wage determination attached to this contract.
2957 |  |

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2958 |  |
2959 |  | 2)
2960 |  | a) If a wage determination is attached to this contract, the Contracting Officer
2961 |  | must require that any class of service employees not listed in it and to be
2962 |  | employed under the contract (that is, the work to be performed is not
2963 |  | performed by any classification listed in the wage determination) be
2964 |  | classified by the aviation supplier so as to provide a reasonable relationship
2965 |  | (that is, appropriate level of skill comparison) between the unlisted
2966 |  | classifications and the classifications in the wage determination. The
2967 |  | conformed class of employees must be paid the monetary wages and
2968 |  | furnished the fringe benefits determined under this clause. (The information
2969 |  | collection requirements contained in this paragraph b have been approved
2970 |  | by the Office of Management and Budget under OMB control number 1215-
2971 |  | 0150.)
2972 |  |
2973 |  | b) The conforming procedure must be initiated by the aviation supplier before
2974 |  | the performance of contract work by the unlisted class of employees. A
2975 |  | written report of the proposed conforming action, including information
2976 |  | regarding the agreement or disagreement of the authorized representative
2977 |  | of the employees involved or, if there is no authorized representative, the
2978 |  | employees themselves, must be submitted by the aviation supplier to the
2979 |  | Contracting Officer no later than 30 days after the unlisted class of
2980 |  | employees performs any contract work. The Contracting Officer must
2981 |  | review the proposed action and promptly submit a report of it, together with
2982 |  | the agency’s recommendation and all pertinent information, including the
2983 |  | position of the aviation supplier and the employees, to the Wage and Hour
2984 |  | Division, Employment Standards Administration, U.S. Department of Labor,
2985 |  | for review. Within 30 days of receipt, the Wage and Hour Division will
2986 |  | approve, modify, or disapprove the action, render a final determination in
2987 |  | the event of disagreement, or notify the Contracting Officer that additional
2988 |  | time is necessary.
2989 |  |
2990 |  | c) The final determination of the conformance action by the Wage and Hour
2991 |  | Division will be transmitted to the Contracting Officer, who must promptly
2992 |  | notify the aviation supplier of the action taken. The aviation supplier must
2993 |  | give each affected employee a written copy of this determination, or it must
2994 |  | be posted as a part of the wage determination.
2995 |  |
2996 |  | d)
2997 |  | i. The process of establishing wage and fringe benefit rates bearing a
2998 |  | reasonable relationship to those listed in a wage determination
2999 |  | cannot be reduced to any single formula. The approach used may
3000 |  | vary from determination to determination, depending on the
3001 |  | circumstances. Standard wage and salary administration practices
3002 |  | ranking various job classifications by pay grade pursuant to point
3003 |  | schemes or other job factors may, for example, be relied upon.
3004 |  | Guidance may also be obtained from the way various jobs are rated
3005 |  | under federal pay systems (Federal Wage Board Pay System and the
3006 |  | General Schedule) or from other wage determinations issued in the
3007 |  | same locality. Basic to the establishment of conformable wage rates
3008 |  | is the concept that a pay relationship should be maintained between
3009 |  | job classifications on the basis of the skill required and the duties
3010 |  | performed.
3011 |  |

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3012 |  |
3013 |  | ii. If a contract is modified or extended or an option is exercised, or if a
3014 |  | contract succeeds a contract under which the classification in
3015 |  | question was previously conformed pursuant to this clause, a new
3016 |  | conformed wage rate and fringe benefits may be assigned to the
3017 |  | conformed classification by indexing (that is, adjusting) the previous
3018 |  | conformed rate and fringe benefits by an amount equal to the
3019 |  | average (mean) percentage increase change in the wages and fringe
3020 |  | benefits specified for all classifications to be used on the contract that
3021 |  | are listed in the current wage determination, and those specified for
3022 |  | the corresponding classifications in the previously applicable wage
3023 |  | determination. If these conforming actions are accomplished before
3024 |  | the performance of contract work by the unlisted class of employees,
3025 |  | the aviation supplier must advise the Contracting Officer of the action
3026 |  | taken, but the other procedures in b.2(c) above need not be followed.
3027 |  |
3028 |  | iii. No employee engaged in performing work on this contract may be
3029 |  | paid less than the currently applicable minimum wage specified under
3030 |  | section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.
3031 |  |
3032 |  | e) The wage rate and fringe benefits finally determined pursuant to b.2 (a) and
3033 |  | (b) above must be paid to all employees performing in the classification
3034 |  | from the first day on which contract work is performed by them in the
3035 |  | classification. Failure to pay unlisted employees the compensation agreed
3036 |  | upon by the interested parties and/or finally determined by the Wage and
3037 |  | Hour Division retroactive to the date the class of employees began contract
3038 |  | work is a violation of the Service Contract Act and this contract.
3039 |  |
3040 |  | f) Upon discovery of failure to comply with b.2 (a) through (e) above, the
3041 |  | Wage and Hour Division will make a final determination of conformed
3042 |  | classification, wage rate, and / or fringe benefits that will be retroactive to
3043 |  | the date the class of employees commenced contract work.
3044 |  |
3045 |  | 3) If, as authorized pursuant to section 4(d) of the Service Contract Act, the term of this
3046 |  | contract is more than one year, the minimum monetary wages and fringe benefits
3047 |  | required to be paid or furnished to service employees will be subject to adjustment
3048 |  | after one year and not less often than once every two years, pursuant to wage
3049 |  | determinations to be issued by the Wage and Hour Division, Employment Standards
3050 |  | Administration of the Department of Labor.
3051 |  |
3052 |  | c. The aviation supplier or subcontractor may discharge the obligation to furnish fringe benefits
3053 |  | specified in the attachment or determined conformably to it by furnishing any equivalent
3054 |  | combinations of bona fide fringe benefits, or by making equivalent or differential payments in
3055 |  | cash in accordance with the applicable rules set forth in Subpart D of 29 CFR Part 4, and not
3056 |  | otherwise.
3057 |  |
3058 |  | d.
3059 |  | 1) In the absence of a minimum-wage attachment for this contract, neither the aviation
3060 |  | supplier nor any subcontractor under this contract may pay any person performing
3061 |  | work under the contract (regardless of whether they are service employees) less than
3062 |  | the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of
3063 |  | 1938. Nothing in this provision relieves the aviation supplier or any subcontractor of
3064 |  | any other obligation under law or contract for the payment of a higher wage to any
3065 |  | employee.
3066 |  |

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3067 |  |
3068 |  | 2)
3069 |  | a) If this contract succeeds a contract subject to the Service Contract Act,
3070 |  | under which substantially the same services were furnished in the same
3071 |  | locality, and service employees were paid wages and fringe benefits
3072 |  | provided for in a collective bargaining agreement, in the absence of a
3073 |  | minimum wage attachment for this contract setting forth collectively
3074 |  | bargained wage rates and fringe benefits, neither the aviation supplier nor
3075 |  | any subcontractor under this contract may pay any service employee
3076 |  | performing any of the contract work (regardless of whether or not the
3077 |  | employee was employed under the predecessor contract), less than the
3078 |  | wages and fringe benefits provided for in the agreement, to which the
3079 |  | employee would have been entitled if employed under the predecessor
3080 |  | contract, including accrued wages and fringe benefits and any prospective
3081 |  | increases in wages and fringe benefits provided for under the agreement.
3082 |  |
3083 |  | b) No aviation supplier or subcontractor under this contract may be relieved of
3084 |  | the foregoing obligation unless the limitations of section 4.1(b) of 29 CFR
3085 |  | Part 4 apply or unless the Secretary of Labor or an authorized
3086 |  | representative finds, after a hearing as provided in section 4.10 of 29 CFR
3087 |  | Part 4, that the wages and/or fringe benefits provided for in the agreement
3088 |  | vary substantially from those prevailing for services of a similar character in
3089 |  | the locality, or determines, as provided in section 4.11 of 29 CFR Part 4,
3090 |  | that the agreement applicable to service employees under the predecessor
3091 |  | contract was not entered into as a result of arm’s-length negotiations.
3092 |  |
3093 |  | c) If it is found in accordance with the review procedures in 29 CFR 4.10
3094 |  | and/or 4.11 and Parts 6 and 8 that wages and/or fringe benefits in a
3095 |  | predecessor aviation supplier’s collective bargaining agreement vary
3096 |  | substantially from those prevailing for services of a similar character in the
3097 |  | locality, and/or that the agreement applicable to service employees under
3098 |  | the predecessor contract was not entered into as a result of arm’s-length
3099 |  | negotiations, the Department will issue a new or revised wage
3100 |  | determination setting forth the applicable wage rates and fringe benefits.
3101 |  | This determination will be made part of the contract or subcontract, in
3102 |  | accordance with the decision of the Administrator, the Administrative Law
3103 |  | Judge, or the Board of Service Contract Appeals, as the case may be,
3104 |  | irrespective of whether its issuance occurs before or after award (53 Comp.
3105 |  | Gen. 401 (1973)). In the case of a wage determination issued solely as a
3106 |  | result of a finding of substantial variance, it will be effective as of the date of
3107 |  | the final administrative decision.
3108 |  |
3109 |  | e. The aviation supplier and any subcontractor under this contract must notify each service
3110 |  | employee starting work on the contract of the minimum monetary wage and any fringe
3111 |  | benefits required to be paid pursuant to the contract, or must post the wage determination
3112 |  | attached to this contract. The poster provided by the Department of Labor (Publication WH
3113 |  | 1313) must be posted in a prominent and accessible place at the worksite. Failure to comply
3114 |  | with this requirement is a violation of section 2(a) (4) of the Act and of this contract.
3115 |  | (Approved by the Office of Management and Budget under OMB control number 1215-0150.)
3116 |  |
3117 |  | f. The aviation supplier or subcontractor may not permit services called for by this contract to be
3118 |  | performed in buildings or surroundings or under working conditions provided by or under the
3119 |  | control or supervision of the aviation supplier or subcontractor that are unsanitary or
3120 |  | hazardous or dangerous to the health or safety of service employees engaged to furnish these
3121 |  | services, and the aviation supplier or subcontractor must comply with the safety and health
3122 |  | standards applied under 29 CFR Part 1925.
3123 |  |

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3124 |  | g.
3125 |  | 1) The aviation supplier and each subcontractor performing work subject to the Act must
3126 |  | maintain for 3 years from the completion of the work records containing the
3127 |  | information specified in (a) through (f) following for each employee subject to the
3128 |  | Service Contract Act and must make them available for inspection and transcription
3129 |  | by authorized representatives of the Wage and Hour Division, Employment Standards
3130 |  | Administration of the U.S. Department of Labor (approved by the Office of
3131 |  | Management and Budget under OMB control numbers 1215-0017 and 1215-0150):
3132 |  | a) Name, address, and social security number of each employee.
3133 |  |
3134 |  | b) The correct work classification, rate or rates of monetary wages paid and
3135 |  | fringe benefits provided, rate or rates of fringe benefit payments in lieu
3136 |  | thereof, and total daily and weekly compensation of each employee.
3137 |  |
3138 |  | c) The number of daily and weekly hours so worked by each employee.
3139 |  |
3140 |  | d) Any deductions, rebates, or refunds from the total daily or weekly
3141 |  | compensation of each employee.
3142 |  |
3143 |  | e) A list of monetary wages and fringe benefits for those classes of service
3144 |  | employees not included in the wage determination attached to this contract
3145 |  | but for whom wage rates or fringe benefits have been determined by the
3146 |  | interested parties or by the Administrator or authorized representative
3147 |  | pursuant to paragraph b above. A copy of the report required by b.2 (b)
3148 |  | above is such a list.
3149 |  |
3150 |  | f) Any list of the predecessor aviation supplier’s employees furnished to the
3151 |  | aviation supplier pursuant to section 4.6(1) (2) of 29 CFR Part 4.
3152 |  |
3153 |  | 2) The aviation supplier must also make available a copy of this contract for inspection or
3154 |  | transcription by authorized representatives of the Wage and Hour Division.
3155 |  |
3156 |  | 3) Failure to make and maintain or to make available the records specified in this
3157 |  | paragraph g for inspection and transcription is a violation of the regulations and this
3158 |  | contract, and in the case of failure to produce these records, the Contracting Officer,
3159 |  | upon direction of the Department of Labor and notification of the aviation supplier,
3160 |  | must take action to suspend any further payment or advance of funds until the
3161 |  | violation ceases.
3162 |  |
3163 |  | 4) The aviation supplier must permit authorized representatives of the Wage and Hour
3164 |  | Division to conduct interviews with employees at the worksite during normal working
3165 |  | hours.
3166 |  |
3167 |  | h. The aviation supplier must unconditionally pay to each employee subject to the Service
3168 |  | Contract Act all wages due free and clear and without subsequent deduction (except as
3169 |  | otherwise provided by law or regulations, 29 CFR Part 4), rebate, or kickback on any account.
3170 |  | Payments must be made no later than one pay period following the end of the regular pay
3171 |  | period in which the wages were earned or accrued. A pay period under the Act may not be of
3172 |  | any duration longer than semimonthly.
3173 |  |
3174 |  | i. The Contracting Officer must withhold or cause to be withheld from the Postal Service aviation
3175 |  | supplier under this or any other contract with the aviation supplier such sums as an
3176 |  | appropriate official of the Department of Labor requests or the Contracting Officer decides
3177 |  | may be necessary to pay underpaid employees employed by the aviation supplier or
3178 |  | subcontractor. In the event of failure to pay employees subject to the Act wages or fringe
3179 |  | benefits due under the Act, the Postal Service may, after authorization or by direction of the
3180 |  | Department of Labor and written notification to the aviation supplier, suspend any further

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3181 |  | payment or advance of funds until the violations cease. Additionally, any failure to comply with
3182 |  | the requirements of this clause may be grounds for termination of the right to proceed with the
3183 |  | contract work. In this event, the Postal Service may enter into other contracts or arrangements
3184 |  | for completion of the work, charging the aviation supplier in default with any additional cost.
3185 |  |
3186 |  | j. The aviation supplier agrees to insert this clause in all subcontracts subject to the Act. The
3187 |  | term “aviation supplier,” as used in this clause in any subcontract, is deemed to refer to the
3188 |  | subcontractor, except in the term “aviation supplier.”
3189 |  |
3190 |  | k. Service employee means any person engaged in the performance of this contract other than
3191 |  | any person employed in a bona fide executive, administrative, or professional capacity, as
3192 |  | those terms are defined in Part 541 of Title 29, Code of Federal Regulations, as of July 30,
3193 |  | 1976, and any subsequent revision of those regulations. The term includes all such persons
3194 |  | regardless of any contractual relationship that may be alleged to exist between an aviation
3195 |  | supplier or subcontractor and them.
3196 |  |
3197 |  | l.
3198 |  | 1) If wages to be paid or fringe benefits to be furnished service employees employed by
3199 |  | the aviation supplier or a subcontractor under the contract are provided for in a
3200 |  | collective bargaining agreement that is or will be effective during any period in which
3201 |  | the contract is being performed, the aviation supplier must report this fact to the
3202 |  | Contracting Officer, together with full information as to the application and accrual of
3203 |  | these wages and fringe benefits, including any prospective increases, to service
3204 |  | employees engaged in work on the contract, and furnish a copy of the agreement.
3205 |  | The report must be made upon starting performance of the contract, in the case of
3206 |  | collective bargaining agreements effective at the time. In the case of agreements or
3207 |  | provisions or amendments thereof effective at a later time during the period of
3208 |  | contract performance, they must be reported promptly after their negotiation.
3209 |  | (Approved by the Office of Management and Budget under OMB control number
3210 |  | 1215-0150.)
3211 |  |
3212 |  | 2) Not less than 10 days before completion of any contract being performed at a Postal
3213 |  | facility where service employees may be retained in the performance of a succeeding
3214 |  | contract and subject to a wage determination containing vacation or other benefit
3215 |  | provisions based upon length of service with a aviation supplier (predecessor) or
3216 |  | successor (section 4.173 of Regulations, 29 CFR Part 4), the incumbent aviation
3217 |  | supplier must furnish to the Contracting Officer a certified list of the names of all
3218 |  | service employees on the aviation supplier’s or subcontractor’s payroll during the last
3219 |  | month of contract performance. The list must also contain anniversary dates of
3220 |  | employment on the contract, either with the current or predecessor aviation suppliers
3221 |  | of each such service employee. The Contracting Officer must turn over this list to the
3222 |  | successor aviation supplier at the commencement of the succeeding contract.
3223 |  | (Approved by the Office of Management and Budget under OMB control number
3224 |  | 1215-0150.)
3225 |  |
3226 |  | m. Rulings and interpretations of the Service Contract Act of 1965, as amended, are contained in
3227 |  | Regulations, 29 CFR Part 4.
3228 |  |
3229 |  | n.
3230 |  | 1) By entering into this contract, the aviation supplier and its officials certify that neither
3231 |  | they nor any person or firm with a substantial interest in the aviation supplier’s firm are
3232 |  | ineligible to be awarded government contracts by virtue of the sanctions imposed
3233 |  | pursuant to section 5 of the Act.
3234 |  |
3235 |  | 2) No part of this contract may be subcontracted to any person or firm ineligible for
3236 |  | award of a government contract pursuant to section 5 of the Act.
3237 |  |

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3238 |  | 3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18
3239 |  | U.S.C. 1001.
3240 |  |
3241 |  | o. Notwithstanding any of the other provisions of this clause, the following employees may be
3242 |  | employed in accordance with the following variations, tolerances, and exemptions, which the
3243 |  | Secretary of Labor, pursuant to section 4(b) of the Act before its amendment by Public Law
3244 |  | 92-473, found to be necessary and proper in the public interest or to avoid serious impairment
3245 |  | of the conduct of government business:
3246 |  |
3247 |  | 1) Apprentices, student-learners, and workers whose earning capacity is impaired by
3248 |  | age, or physical or mental deficiency or injury may be employed at wages lower than
3249 |  | the minimum wages otherwise required by section 2(a)(1) or 2(b)(1) of the Service
3250 |  | Contract Act without diminishing any fringe benefits or cash payments in lieu thereof
3251 |  | required under section 2(a)(2) of the Act, in accordance with the conditions and
3252 |  | procedures prescribed for the employment of apprentices, student-learners,
3253 |  | handicapped persons, and handicapped clients of sheltered workshops under section
3254 |  | 14 of the Fair Labor Standards Act of 1938, in the regulations issued by the
3255 |  | Administrator (29 CFR Parts 520, 521, 524, and 525).
3256 |  |
3257 |  | 2) The Administrator will issue certificates under the Service Contract Act for the
3258 |  | employment of apprentices, student-learners, handicapped persons, or handicapped
3259 |  | clients of sheltered workshops not subject to the Fair Labor Standards Act of 1938, or
3260 |  | subject to different minimum rates of pay under the two Acts, authorizing appropriate
3261 |  | rates of minimum wages (but without changing requirements concerning fringe
3262 |  | benefits or supplementary cash payments in lieu thereof), applying procedures
3263 |  | prescribed by the applicable regulations issued under the Fair Labor Standards Act of
3264 |  | 1938 (29 CFR Parts 520, 521, 524, and 525).
3265 |  |
3266 |  | 3) The Administrator will also withdraw, annul, or cancel such certificates in accordance
3267 |  | with the regulations in Parts 525 and 528 of Title 29 of the Code of Federal
3268 |  | Regulations.
3269 |  |
3270 |  | p. Apprentices will be permitted to work at less than the predetermined rate for the work they
3271 |  | perform when they are employed and individually registered in a bona fide apprenticeship
3272 |  | program registered with a State Apprenticeship Agency recognized by the U.S. Department of
3273 |  | Labor, or if no such recognized agency exists in a state, under a program registered with the
3274 |  | Bureau of Apprenticeship and Training, Employment and Training Administration, U.S.
3275 |  | Department of Labor. Any employee not registered as an apprentice in an approved program
3276 |  | must be paid the wage rate and fringe benefits contained in the applicable wage determination
3277 |  | for the journeyman classification of work actually performed. The wage rates paid apprentices
3278 |  | may not be less than the wage rate for their level of progress set forth in the registered
3279 |  | program, expressed as the appropriate percentage of the journeyman’s rate contained in the
3280 |  | applicable wage determination. The allowable ratio of apprentices to journeymen employed
3281 |  | on the contract work in any craft classification may not be greater than the ratio permitted to
3282 |  | the aviation supplier for its entire workforce under the registered program.
3283 |  |
3284 |  | q. An employee engaged in an occupation in which he or she customarily and regularly receives
3285 |  | more than $30 a month tips may have the amount of tips credited by the employer against the
3286 |  | minimum wage required by section 2(a) (1) or section 2(b) (1) of the Act in accordance with
3287 |  | section 3(m) of the Fair Labor Standards Act and Regulations, 29 CFR Part 531. However, the
3288 |  | amount of this credit may not exceed $1.24 per hour beginning January 1, 1980, and $1.34
3289 |  | per hour after December 31, 1980. To utilize this proviso:
3290 |  | 1) The employer must inform tipped employees about this tip credit allowance before the
3291 |  | credit is utilized;
3292 |  |

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3293 |  | 2) The employees must be allowed to retain all tips (individually or through a pooling
3294 |  | arrangement and regardless of whether the employer elects to take a credit for tips
3295 |  | received);
3296 |  |
3297 |  | 3) The employer must be able to show by records that the employee receives at least
3298 |  | the applicable Service Contract Act minimum wage through the combination of direct
3299 |  | wages and tip credit (approved by the Office of Management and Budget under OMB
3300 |  | control number 1214-0017); and
3301 |  |
3302 |  | 4) The use of tip credit must have been permitted under any predecessor collective
3303 |  | bargaining agreement applicable by virtue of section 4(c) of the Act.
3304 |  |
3305 |  | r. Disputes arising out of the labor standards provisions of this contract are not subject to the
3306 |  | Claims and Disputes clause but must be resolved in accordance with the procedures of the
3307 |  | Department of Labor set forth in 29 CFR Parts 4, 6, and 8. Disputes within the meaning of this
3308 |  | clause include disputes between the aviation supplier (or any of its subcontractors) and the
3309 |  | Postal Service, the U.S. Department of Labor, or the employees or their representatives.
3310 |  |
3311 |  |
3312 |  | Clause 9-12: Fair Labor Standards Act and Service Contract Act - Price
3313 |  | Adjustment (February 2010)
3314 |  | a. The aviation supplier warrants that the contract prices do not include allowance for any
3315 |  | contingency to cover increased costs for which adjustment is provided under this clause.
3316 |  |
3317 |  | b. The minimum prevailing wage determination, including fringe benefits, issued under the
3318 |  | Service Contract Act of 1965 by the Department of Labor (DOL), current at least every two
3319 |  | years after the original award date, current at the beginning of any option or renewal period, or
3320 |  | in the case of a significant change in labor requirements, applies to this contract and any
3321 |  | exercise of an option or renewal of this contract. When no such determination has been made
3322 |  | as applied to this contract, the minimum wage established in accordance with the Fair Labor
3323 |  | Standards Act applies to any exercise of an option or renewal of this contract.
3324 |  |
3325 |  | c. When, as a result of the determination of minimum prevailing wages and fringe benefits
3326 |  | applicable (1) every two years after original award date, (2) at the beginning of any option or
3327 |  | renewal period, or (3) in the case of a significant change in labor requirements, an increased
3328 |  | or decreased wage determination is applied to this contract, or when as a result of any
3329 |  | amendment to the Fair Labor Standards Act enacted after award that affects minimum wage,
3330 |  | and whenever such a determination becomes applicable to this contract under law, the
3331 |  | aviation supplier increases or decreases wages or fringe benefits of employees working on the
3332 |  | contract to comply, the aviation supplier and the Contracting Officer will negotiate whether and
3333 |  | to what extent either party will absorb the costs of the wage change. Any resulting change in
3334 |  | contract price is limited to increases or decreases in wages or fringe benefits, and the
3335 |  | concomitant increases or decreases in Social Security, unemployment taxes, and workers’
3336 |  | compensation insurance, but may not otherwise include any amount for general and
3337 |  | administrative costs, overhead, or profit.
3338 |  |
3339 |  | d. The aviation supplier or Contracting Officer may request a contract price adjustment within 30
3340 |  | days of the effective date of a wage change. If a request for contract price adjustment has
3341 |  | been made, and the parties have not reached an agreement within thirty days of that request,
3342 |  | the Contracting Officer should issue a unilateral change order in the amount considered to be
3343 |  | a fair and equitable adjustment. The aviation supplier may then either accept the amount, or
3344 |  | the aviation supplier may file a claim under Clause B-9: Claims and Disputes unless the
3345 |  | Contracting Officer and aviation supplier extend this period in writing. Upon agreement of the
3346 |  | parties, the contract price or unit price labor rates will be modified in writing. Pending
3347 |  | agreement on or determination of any such adjustment and its effective date, the aviation
3348 |  | supplier must continue performance.
3349 |  |

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3350 |  | e. The Contracting Officer or the Contracting Officer’s authorized representative must, for 3
3351 |  | years after final payment under the contract, be given access to and the right to examine any
3352 |  | directly pertinent books, papers, and records of the aviation supplier.
3353 |  |
3354 |  |
3355 |  | Clause 9-13: Affirmative Action for Workers with Disabilities (March 2006)
3356 |  | (Tailored)
3357 |  | a. The contractor will not discriminate against any employee or applicant for employment
3358 |  | because of physical or mental disability in regard to any position for which the employee or
3359 |  | applicant for employment is qualified. The contractor agrees to take affirmative action to
3360 |  | employ, advance in employment, and otherwise treat qualified individuals with disabilities
3361 |  | without discrimination based on their physical or mental disability in all employment practices,
3362 |  | including the following:
3363 |  | 1. Recruitment, advertising, and job application procedures;
3364 |  |
3365 |  | 2. Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination,
3366 |  | right of return from layoff and rehiring
3367 |  |
3368 |  | 3. Rates of pay or any other form of compensation and changes in compensation
3369 |  |
3370 |  | 4. Job assignments, job classifications, organizational structures, position descriptions,
3371 |  | lines of progression, and seniority lists
3372 |  |
3373 |  | 5. Leaves of absence, sick leave, or any other leave
3374 |  | 6. Fringe benefits available by virtue of employment, whether or not administered by the
3375 |  | contractor
3376 |  |
3377 |  | 7. Selection and financial support for training, including apprenticeship, professional
3378 |  | meetings, conferences, and other related activities, and selection for leaves of
3379 |  | absence to pursue training
3380 |  |
3381 |  | 8. Activities sponsored by the contractor including social or recreational programs; and
3382 |  |
3383 |  | 9. Any other term, condition, or privilege of employment.
3384 |  |
3385 |  | b. The contractor agrees to comply with the rules, regulations, and relevant orders of the
3386 |  | Secretary of Labor issued pursuant to the Rehabilitation Act of 1973, as amended.
3387 |  |
3388 |  | c. In the event of the contractor’s noncompliance with the requirements, actions for
3389 |  | noncompliance may be taken in accordance with the rules, regulations, and relevant orders of
3390 |  | the Secretary of Labor issued pursuant to the act.
3391 |  |
3392 |  | d. The contractor agrees to post in conspicuous places, available to employees and applicants
3393 |  | for employment, notices in a form to be prescribed by the Deputy Assistant Secretary for
3394 |  | Federal Contract Compliance Programs, provided by or through the Contracting Officer. Such
3395 |  | notices shall state the rights of applicants and employees as well as the contractor’s obligation
3396 |  | under the law to take affirmative action to employ and advance in employment qualified
3397 |  | employees and applicants with disabilities. The contractor must ensure that applicants and
3398 |  | employees with disabilities are informed of the contents of the notice (e.g., the contractor may
3399 |  | have the notice read to a visually disabled individual, or may lower the posted notice so that it
3400 |  | might be read by a person in a wheelchair).
3401 |  |
3402 |  | e. The contractor will notify each labor organization or representative of workers with which it has
3403 |  | a collective bargaining agreement or other understanding that the contractor is bound by the
3404 |  | terms of section 503 of the Rehabilitation Act of 1973, as amended, and is committed to take
3405 |  | affirmative action to employ and advance in employment individuals with physical or mental
3406 |  | disabilities.

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3407 |  |
3408 |  | f. The contractor must include the provisions of this clause in every subcontract or purchase
3409 |  | order in excess of $10,000, unless exempted by the rules, regulations, or orders of the
3410 |  | Secretary issued pursuant to section 503 of the Act, as amended, so that such provisions will
3411 |  | be binding upon each subcontractor or vendor. The contractor will take such action with
3412 |  | respect to any subcontract or purchase order as the Deputy Assistant Secretary for Federal
3413 |  | Contract Compliance Programs may direct to enforce such provisions, including action for
3414 |  | noncompliance.
3415 |  |
3416 |  |
3417 |  | Clause 9-14: Equal Opportunity for Disabled Veterans, Recently Separated
3418 |  | Veterans, Other Protected Veterans, and Armed Forces Service Medal Veterans
3419 |  | (February 2010) (Tailored)
3420 |  | a. The contractor will not discriminate against any employee or applicant for employment
3421 |  | because he or she is a disabled veteran, recently separated veteran, other protected veteran,
3422 |  | or Armed Forces service medal veteran in regard to any position for which the employee or
3423 |  | applicant for employment is qualified. The contractor agrees to take affirmative action to
3424 |  | employ, advance in employment and otherwise treat qualified individuals without
3425 |  | discrimination based on their status as a disabled veteran, recently separated veteran, other
3426 |  | protected veteran, or Armed Forces service medal veteran in all employment practices,
3427 |  | including the following:
3428 |  |
3429 |  | 1. Recruitment, advertising, and job application procedures;
3430 |  |
3431 |  | 2. Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination,
3432 |  | right of return from layoff and rehiring;
3433 |  |
3434 |  | 3. Rates of pay or any other form of compensation and changes in compensation;
3435 |  |
3436 |  | 4. Job assignments, job classifications, organizational structures, position descriptions,
3437 |  | lines of progression, and seniority lists;
3438 |  |
3439 |  | 5. Leaves of absence, sick leave, or any other leave;
3440 |  |
3441 |  | 6. Fringe benefits available by virtue of employment, whether or not administered by the
3442 |  | contractor;
3443 |  |
3444 |  | 7. Selection and financial support for training, including apprenticeship, and on-the-job
3445 |  | training under 38 U.S.C. 3687, professional meetings, conferences, and other related
3446 |  | activities, and selection for leaves of absence to pursue training;
3447 |  |
3448 |  | 8. Activities sponsored by the contractor including social or recreational programs; and
3449 |  |
3450 |  | 9. Any other term, condition, or privilege of employment.
3451 |  |
3452 |  | b. The contractor agrees to immediately list all employment openings which exist at the time of
3453 |  | the execution of this contract and those which occur during the performance of this contract,
3454 |  | including those not generated by this contract and including those occurring at an
3455 |  | establishment of the contractor other than the one where the contract is being performed, but
3456 |  | excluding those of independently operated corporate affiliates, with the appropriate
3457 |  | employment service delivery system where the opening occurs. Listing employment openings
3458 |  | with the state workforce agency job bank or with the local employment service delivery system
3459 |  | where the opening occurs will satisfy the requirement to list jobs with the appropriate
3460 |  | employment service delivery system.
3461 |  |

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3462 |  |
3463 |  | c. Listing of employment openings with the appropriate employment service delivery system
3464 |  | pursuant to this clause shall be made at least concurrently with the use of any other
3465 |  | recruitment source or effort and shall involve the normal obligations which attach to the
3466 |  | placing of a bona fide job order, including the acceptance of referrals of veterans and
3467 |  | nonveterans. The listing of employment openings does not require the hiring of any particular
3468 |  | job applicants or from any particular group of job applicants, and nothing herein is intended to
3469 |  | relieve the contractor from any requirements in Executive orders or regulations regarding
3470 |  | nondiscrimination in employment.
3471 |  |
3472 |  | d. Whenever a contractor, other than a state or local governmental contractor, becomes
3473 |  | contractually bound to the listing provisions in paragraphs 2 and 3 of this clause, it shall advise
3474 |  | the state workforce agency in each state where it has establishments of the name and location
3475 |  | of each hiring location in the state. As long as the contractor is contractually bound to these
3476 |  | provisions and has so advised the state agency, there is no need to advise the state agency of
3477 |  | subsequent contracts. The contractor may advise the state agency when it is no longer bound
3478 |  | by this contract clause.
3479 |  |
3480 |  | e. The provisions of paragraphs 2 and 3 of this clause do not apply to the listing of employment
3481 |  | openings which occur and are filled outside of the 50 states, the District of Columbia, the
3482 |  | Commonwealth of Puerto Rico, Guam, the Virgin Islands, American Samoa, the
3483 |  | Commonwealth of the Northern Mariana Islands, Wake Island, and the Trust Territories of the
3484 |  | Pacific Islands.
3485 |  |
3486 |  | f. As used in this clause:
3487 |  |
3488 |  | 1. All employment openings includes all positions except executive and senior
3489 |  | management, those positions that will be filled from within the contractor’s
3490 |  | organization, and positions lasting three days or less. This term includes full-time
3491 |  | employment, temporary employment of more than three days’ duration, and part-time
3492 |  | employment.
3493 |  |
3494 |  | 2. Executive and senior management means: (1) Any employee (a) compensated on a
3495 |  | salary basis at a rate of not less than $455 per week (or $380 per week, if employed
3496 |  | in American Samoa by employers other than the Federal Government), exclusive of
3497 |  | board, lodging or other facilities; (b) whose primary duty is management of the
3498 |  | enterprise in which the employee is employed or of a customarily recognized
3499 |  | department or subdivision thereof; (c) who customarily and regularly directs the work
3500 |  | of two or more other employees; and (d) who has the authority to hire or fire other
3501 |  | employees or whose suggestions and recommendations as to the hiring, firing,
3502 |  | advancement, promotion or any other change of status of other employees are given
3503 |  | particular weight; or (2) any employee who owns at least a bona fide 20-percent
3504 |  | equity interest in the enterprise in which the employee is employed, regardless of
3505 |  | whether the business is a corporate or other type of organization, and who is actively
3506 |  | engaged in its management.
3507 |  |
3508 |  | 3. Positions that will be filled from within the contractor’s organization means
3509 |  | employment openings for which no consideration will be given to persons outside the
3510 |  | contractor’s organization (including any affiliates, subsidiaries, and parent companies)
3511 |  | and includes any openings which the contractor proposes to fill from regularly
3512 |  | established “recall” lists. The exception does not apply to a particular opening once
3513 |  | an employer decides to consider applicants outside of his or her own organization.
3514 |  |
3515 |  | g. The contractor agrees to comply with the rules, regulations, and relevant orders of the
3516 |  | Secretary of Labor issued pursuant to the Act.
3517 |  |

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3518 |  | h. In the event of the contractor’s noncompliance with the requirements of this clause, actions for
3519 |  | noncompliance may be taken in accordance with the rules, regulations, and relevant orders of
3520 |  | the Secretary of Labor issued pursuant to the Act.
3521 |  |
3522 |  | i. The contractor agrees to post in conspicuous places, available to employees and applicants
3523 |  | for employment, notices in a form to be prescribed by the Deputy Assistant Secretary for
3524 |  | Federal Contract Compliance, provided by or through the Contracting Officer. Such notices
3525 |  | shall state the rights of applicants and employees as well as the contractor’s obligation under
3526 |  | the law to take affirmative action to employ and advance in employment qualified employees
3527 |  | and applicants who are disabled veterans, recently separated veterans, other protected
3528 |  | veterans, or Armed Forces service medal veterans. The contractor must ensure that
3529 |  | applicants or employees who are disabled veterans are informed of the contents of the notice
3530 |  | (e.g., the contractor may have the notice read to a visually disabled individual, or may lower
3531 |  | the posted notice so that it might be read by a person in a wheelchair).
3532 |  |
3533 |  | j. The contractor will notify each labor organization or representative of workers with which it has
3534 |  | a collective bargaining agreement or other contract understanding, that the contractor is
3535 |  | bound by the terms of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as
3536 |  | amended, and is committed to take affirmative action to employ and advance in employment
3537 |  | qualified disabled veterans, recently separated veterans, other protected veterans, and Armed
3538 |  | Forces service medal veterans.
3539 |  |
3540 |  | k. The contractor will include the provisions of this clause in every subcontract or purchase order
3541 |  | of $100,000 or more, unless exempted by the rules, regulations, or orders of the Secretary
3542 |  | issued pursuant to the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as
3543 |  | amended, so that such provisions will be binding upon each subcontractor or vendor. The
3544 |  | contractor will take such action with respect to any subcontract or purchase order as the
3545 |  | Deputy Assistant Secretary for Federal Contract Compliance may direct to enforce such
3546 |  | provisions, including action for noncompliance.
3547 |  |
3548 |  |
3549 |  | Contract Term
3550 |  | The contract base period of performance will be October 1, 2013, through September 30, 2020, with
3551 |  | two, five year renewal periods to be exercised by mutual agreement of the parties. The Night Network
3552 |  | will begin operation on September 30, 2013; the Day Network will begin operation on October 1, 2013.
3553 |  | By mutual agreement of the parties, the initial renewal period is hereby exercised in part, and the
3554 |  | Contract’s Period of Performance is extended through September 29, 2024.
3555 |  |
3556 |  | Renewal Process
3557 |  | [*]
3558 |  |
3559 |  |
3560 |  |
3561 |  |
3562 |  | Amendments or Modifications
3563 |  | In order to be binding upon the Postal Service or the aviation supplier, any amendment or modification
3564 |  | of this Contract must be in writing signed by the Contracting Officer on behalf of the Postal Service
3565 |  | and an officer of the aviation supplier authorized to bind the company.
3566 |  |
3567 |  |
3568 |  | Assignment
3569 |  | Neither Party shall, directly or indirectly (whether by succession, merger, or otherwise) assign,
3570 |  | delegate, novate, or otherwise transfer this Contract or any of its rights or obligations hereunder,
3571 |  | without the prior written approval of the other. However, the aviation supplier may assign this contract
3572 |  | to any of its internal business affiliates upon written notice to the Postal Service.
3573 |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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3574 |  |
3575 |  | Bankruptcy
3576 |  | In the event the aviation supplier enters into proceedings relating to bankruptcy, whether voluntary or
3577 |  | involuntary, the aviation supplier will furnish, by certified mail, written notification of the bankruptcy to
3578 |  | the Contracting Officer responsible for administering the contract. The notification must be furnished
3579 |  | within five days of the initiation of the bankruptcy proceedings. The notification must include the date
3580 |  | on which the bankruptcy petition was filed, the court in which the petition was filed, and a list of Postal
3581 |  | Service contracts and Contracting Officers for all Postal Service contracts for which final payment has
3582 |  | not yet been made. This obligation remains in effect until final payment under this contract.
3583 |  |
3584 |  |
3585 |  | Confidentiality
3586 |  | a. During the term of this contract and until the earlier of five (5) years after such termination or
3587 |  | until such time as the information is no longer confidential as described below, each party
3588 |  | shall treat as confidential and appropriately safeguard and shall not use for the benefit of any
3589 |  | person or corporation other than the other party:
3590 |  |
3591 |  | 1. Written information identified in writing as confidential or oral information promptly
3592 |  | confirmed in writing as being confidential;
3593 |  |
3594 |  | 2. Written information or oral information disclosed by the parties during the negotiation
3595 |  | of this contract and written information or oral information promptly confirmed in
3596 |  | writing as confidential pertaining to a party’s pricing, business or assets which is
3597 |  | received at any time from a party that is identified in writing; or
3598 |  |
3599 |  | 3. Any information or knowledge concerning the methods of operation, promotion, sale,
3600 |  | or distribution used by a party which may be communicated to the other party or which
3601 |  | a party may otherwise acquire by virtue of its performance of this Agreement.
3602 |  |
3603 |  | b. Notwithstanding the provisions of subparagraphs 1 through 3, above, neither party shall be
3604 |  | required to obtain prior written approval before providing information regarding this contract:
3605 |  |
3606 |  | 1. To Members of Congress serving on a committee or subcommittee with oversight
3607 |  | responsibility of the Postal Service;
3608 |  |
3609 |  | 2. In response to legal process or otherwise required by law;
3610 |  |
3611 |  | 3. In response to a request from the Department of Justice Antitrust Division attorneys or
3612 |  | economists in pursuit of a non-public investigation; or
3613 |  |
3614 |  | 4. In response to requests submitted to the Postal Service under the Freedom of
3615 |  | Information Act. In this regard, the Postal Service shall follow the procedures
3616 |  | promulgated at 39 CFR Section 265.8.
3617 |  |
3618 |  | c. Information shall not be considered confidential if it is:
3619 |  | 1. Generally known to the trade or public;
3620 |  | 2. Rightfully possessed by a party prior to the effective date of this contract;
3621 |  | 3. Received by a party from a third party which rightfully possesses it;
3622 |  | 4. Independently developed by the other party; or
3623 |  | 5. Releasable pursuant to Postal Service regulations addressing how information is
3624 |  | maintained by the Postal Service.
3625 |  |
3626 |  |

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3627 |  | Entire Agreement
3628 |  | This Contract, together with all Attachments, constitutes the entire agreement and understanding
3629 |  | between the Parties in connection with the subject matter described, and supersedes and cancels all
3630 |  | previous negotiations, commitments, and writings related to the subject matter.
3631 |  |
3632 |  |
3633 |  | Force Majeure
3634 |  | Both the Postal Service and the aviation supplier shall be excused from their obligations for volume
3635 |  | guarantees or service performance, respectively, under this Contract, and neither Party shall be liable
3636 |  | to the other or any other person or entity for loss, damage, delay, mis-delivery or non-delivery of
3637 |  | shipments transported pursuant to this Contract, resulting in whole or in part from any of the following:
3638 |  |
3639 |  | a. When there occurs a State or Federal government-declared State of Emergency and / or
3640 |  | instructions by a government agency that has actual or apparent powers or authority
3641 |  | (including, but not limited to, the Federal Aviation Administration (FAA) or the Transportation
3642 |  | Security Administration (TSA)) to order airport closures or limitations on airport activity;
3643 |  |
3644 |  | b. When the failure to meet contractual obligations results in whole or in part from public
3645 |  | enemies, terrorist acts, criminal acts of any person or entity, public authorities acting with
3646 |  | actual or apparent authority (including U.S. Postal Inspectors), civil commotion, hazards
3647 |  | incident to a state of war, national disruptions in transportation networks or operations (of any
3648 |  | mode) of the aviation supplier, Postal Service, or any other entity, strikes, natural disasters, or
3649 |  | disruption or failure of third-party communication and information systems; or
3650 |  |
3651 |  | c. When there exist any conditions that present a danger to each Party’s personnel.
3652 |  |
3653 |  | d. In every case the failure to perform must be beyond the control and without the fault or
3654 |  | negligence of the party claiming that its performance is excused. Each Party is required to
3655 |  | continue and attempt to recommence performance to the greatest extent possible without
3656 |  | delay.
3657 |  |
3658 |  | It is the responsibility of the Party asserting the Force Majeure event to formally declare that a Force
3659 |  | Majeure event has taken place within twenty-four (24) hours of the event, except when the event
3660 |  | occurs on a Friday, Saturday or Sunday. Declaration of a Force Majeure event that occurs on a Friday,
3661 |  | Saturday, or Sunday must be made by the close of business on the following Monday, except when
3662 |  | the Monday falls on a holiday, then it must be declared by the close of business on the following
3663 |  | Tuesday. The party declaring the Force Majeure event must document the circumstances of the event
3664 |  | in writing to the Contracting Officer’s Representative, who will review the information with the
3665 |  | Manager, Air Transportation Operations, and relevant aviation supplier officials. In the absence of a
3666 |  | formal request for relief under this clause, all appropriate volume guarantees and performance
3667 |  | standards will remain in force. Except for the calculation of the service levels, nothing in this section
3668 |  | shall relieve or excuse the aviation supplier of its service obligations. Subsequent to a Force Majeure
3669 |  | event being declared, the declaring party must provide reasonable, written documentation with
3670 |  | sufficient detail to support the declaration.
3671 |  |
3672 |  | If, as a result of the occurrence of one of the foregoing events, the aviation supplier is excused from
3673 |  | performance, and the Postal Service is excused from meeting its minimum volume commitment for the
3674 |  | identified period, the Parties will meet to agree upon the pro-rata adjustments to be made.
3675 |  |
3676 |  | On days where mail volume is withdrawn, withheld, or not transported under this provision, the
3677 |  | minimum volume commitment for the identified period will be reduced for that period by the amount of
3678 |  | that volume.
3679 |  |
3680 |  |

Page 74 of 77

Air Cargo Network

Contract ACN-13-FX

Part 3: Contract Clauses

3681 |  | Frequency Adjustment
3682 |  | If, during the term of this contract, the Postal Service decides to reduce, in whole or in part, the
3683 |  | number of delivery days, for any mail type it provides, to fewer than six (6) per week, the Postal
3684 |  | Service reserves the right to effectuate a change in delivery days by adjusting the Statement of Work
3685 |  | of this contract, including, but not limited to, the annual number of operating days or the frequency of
3686 |  | service hereunder. The parties agree that such an adjustment does not constitute a partial termination
3687 |  | of the contract, nor will it give rise to an equitable adjustment.
3688 |  |
3689 |  | If the number of delivery days is reduced, in whole or in part, to five (5) and the Postal Service decides
3690 |  | to reduce the number of operating days under this contract, in whole or in part, to five (5), the parties
3691 |  | agree to reduce the Contract Volume Minimum calculation. The Contract Volume Minimum calculation
3692 |  | will be reduced by the average daily volume for the previous twelve (12) months excluding the weeks
3693 |  | of Peak associated with the removed day of service without adjustment to the tier structure, the
3694 |  | contract rate, or be subject to any other price-related adjustment. The monies associated with the
3695 |  | volume removed from the calculation will be eliminated.
3696 |  |
3697 |  | If the number of delivery days is reduced to fewer than five (5), and the Postal Service decides to
3698 |  | reduce the number of operating days under this contract, in whole or in part, to fewer than five (5), the
3699 |  | parties will negotiate an equitable adjustment if necessary.
3700 |  |
3701 |  | No later than 120 days prior to the effective date of such reduction in delivery days, the parties shall
3702 |  | commence discussions as to how to implement the change. Within 90 days of such notice, the
3703 |  | supplier must implement the changes outlined above.
3704 |  |
3705 |  |
3706 |  | Notices
3707 |  | Any notice, report, demand, acknowledgement or other communication which under the terms of this
3708 |  | Contract or otherwise must be given or made by either Party, unless specifically otherwise provided in
3709 |  | this Contract, shall be in the English language and in writing, and shall be given or made by express
3710 |  | delivery service with proof of delivery, certified air mail (return receipt requested). The parties may
3711 |  | also send a copy of the same communication through electronic mail, facsimile with acknowledgement
3712 |  | of receipt/proof of receipt, or personal delivery. If a party sends a copy of the official correspondence
3713 |  | by electronic mail or facsimile, the correspondence shall not be deemed received until the receiving
3714 |  | party confirms receipt.
3715 |  |
3716 |  | Such notice, report, demand, acknowledgement or other communication shall be deemed to have
3717 |  | been given or made in the case of express delivery service with tracking and tracing capability on the
3718 |  | date of signature of the proof of delivery, and in the case of certified mail on the fifth business day in
3719 |  | the place of receipt after the date sent.
3720 |  |
3721 |  | The notice address for the Postal Service shall be:
3722 |  | U.S. Postal Service
3723 |  | Air Transportation CMC
3724 |  | Attention: Manager
3725 |  | 475 L’Enfant Plaza SW, Room 1P 650
3726 |  | Washington, DC 20260-0650
3727 |  |
3728 |  | The notice address for the aviation supplier shall be:
3729 |  | Federal Express Corporation
3730 |  | Attention: Vice President, Postal Transportation Management
3731 |  | 3610 Hacks Cross Road
3732 |  | Building A 1st Floor
3733 |  | Memphis, TN 38125-8800
3734 |  |
3735 |  |

Page 75 of 77

Air Cargo Network

Contract ACN-13-FX

Part 3: Contract Clauses

3736 |  | Severability
3737 |  | a. If any term, provision, covenant or condition of this Contract is held by a court or Board of
3738 |  | competent jurisdiction or by a request, direction or indication of an agency or department of a
3739 |  | Governmental Body having subject matter jurisdiction to be invalid or unenforceable, the
3740 |  | remainder of the provisions shall continue in full force and effect unless the rights and
3741 |  | obligations of the parties have been materially altered or abridged by such invalidation or
3742 |  | unenforceability.
3743 |  |
3744 |  | b. If a material provision of this Contract is materially altered or abridged as the result of a final
3745 |  | and binding order of a Governmental Body having subject matter jurisdiction, then the Postal
3746 |  | Service and the aviation supplier will meet to negotiate in good faith to reach a mutually
3747 |  | satisfactory modification to this Contract. If the Parties are unable to reach a mutually
3748 |  | satisfactory resolution, then either Party may declare the negotiations to be at an impasse and
3749 |  | the parties shall resolve the dispute in accordance with the provisions of this contract.
3750 |  |
3751 |  | c. Notwithstanding the foregoing, the Parties agree to make their best efforts to oppose any
3752 |  | changes requested by a Governmental Body to any material provision of this Contract.
3753 |  |
3754 |  |
3755 |  | Third Party Governmental Delays
3756 |  | If, during the term of this contract, a governmental entity with subject matter jurisdiction enacts laws,
3757 |  | promulgates regulations, or issues orders mandating that the aviation supplier screen mail dispatched
3758 |  | for transportation by aircraft within the United States for bombs, explosives, or other hazardous
3759 |  | materials, and aviation supplier does not have a method for otherwise complying at no additional cost
3760 |  | to the Postal Service, either party may, at no cost to the other party, suspend performance under the
3761 |  | contract during the period in which such screening is actually required to be accomplished.
3762 |  |
3763 |  | Within fourteen (14) days of the enactment of any law, promulgation of any regulation, or issuance of
3764 |  | any order referenced above, the parties shall commence negotiations in an attempt to modify this
3765 |  | contract to address any adverse impacts and / or other concerns asserted by one or both parties that
3766 |  | may arise as a result of additional screening requirements.
3767 |  |
3768 |  | If the parties cannot agree upon such a modification within 180 days, or within such longer period as
3769 |  | the parties may mutually agree, the contract and all orders hereunder may be terminated at no cost to
3770 |  | either party.
3771 |  |
3772 |  |
3773 |  | Waiver of Breach
3774 |  | No waiver of breach of any of the provisions of this Contract shall be construed to be a waiver of any
3775 |  | succeeding breach of the same or any other provision.
3776 |  |

Page 76 of 77

Air Cargo Network

Contract ACN-13-FX

Attachments and Forms

Part 4 - List of Attachments and Forms

Attachments: |  |
Attachment 1 |  | Aviation Supplier Operating Periods, dated February 8, 2017
Attachment 2 |  | Air Stops & Projected Volumes, dated January 8, 2013
Attachment 3 |  | Operating Plan, Day Network, dated October 31, 2016
Attachment 4 |  | Operating Plan, Night Network, dated October 31, 2016
Attachment 5 |  | Reserved
Attachment 6 |  | Postal Furnished Property, April 16, 2013
Attachment 7 |  | Electronic Data Interchange Service Requirements, dated September 1, 2012
Attachment 8 |  | Investigative / Security Protocol and Guidelines, dated July 2012
Attachment 9 |  | Wage Determination, dated October 31, 2012
Attachment 10 |  | Pricing, dated February 22, 2017
Attachment 11 |  | Perishable Mail and Lives, April 22, 2013
Attachment 12 |  | Reserved
Attachment 13 |  | Service Contract Act Wage Determinations, dated October 31, 2016
Attachment 14 |  | Contract Density, dated August 23, 2016
Attachment 15 |  | Average Weight Process, dated August 23, 2016
Attachment 16 |  | Re-labeling Process, dated June 27, 2014
Attachment 17 |  | Handling Unit Types, dated June 27, 2014
Attachment 18 |  | Volume Acceptance Worksheet, dated February 22, 2017
Attachment 19 |  | First Class Mail, Required Delivery Times, dated October 31, 2016
Attachment 20 |  | ULD Damage Cost Matrix, dated August 23, 2016
Attachment 21 |  | Offshore Capacity Options, dated February 22, 2017
Attachment 22 |  | [*], dated February 22, 2017

Forms:

DOT Form F 5800.1 |  | Hazardous Materials Incident Report
I-9 Form |  | Employment Eligibility Verification
PS Form 2025 |  | Contract Personnel Questionnaire
PS Form 8203 |  | Order / Solicitation / Offer / Award
US Treasury Form 941 |  | Quarterly Federal Tax Return

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 77 of 77

Revised 2-8-17

Operating Period |  | Month |  | FedEx Plan Start Date (L) |  | FedEx Plan End Date (L) |  | FedEx Wks
34 |  | Jul16 |  | Mon Jun 27, 2016 |  | Sun Jul 31, 2016 |  | 5
35 |  | Aug16 |  | Mon Aug 01, 2016 |  | Sun Aug 28, 2016 |  | 4
36 |  | Sep16 |  | Mon Aug 29, 2016 |  | Sun Oct 02, 2016 |  | 5
37 |  | Oct16 |  | Mon Oct 03, 2016 |  | Sun Oct 30, 2016 |  | 4
38 |  | Nov16 |  | Mon Oct 31, 2016 |  | Sun Nov 27, 2016 |  | 4
39 |  | Dec16 |  | Mon Nov 28, 2016 |  | Sun Jan 01, 2017 |  | 5
40 |  | Jan17 |  | Mon Jan 02, 2017 |  | Sun Jan 29, 2017 |  | 4
41 |  | Feb17 |  | Mon Jan 30, 2017 |  | Sun Feb 26, 2017 |  | 4
42 |  | Mar17 |  | Mon Feb 27, 2017 |  | Sun Apr 02, 2017 |  | 5
43 |  | Apr17 |  | Mon Apr 03, 2017 |  | Sun Apr 30, 2017 |  | 4
44 |  | May17 |  | Mon May 01, 2017 |  | Sun Jun 04, 2017 |  | 5
45 |  | Jun17 |  | Mon Jun 05, 2017 |  | Sun Jul 02, 2017 |  | 4
46 |  | Jul17 |  | Mon Jul 03, 2017 |  | Sun Jul 30, 2017 |  | 4
47 |  | Aug17 |  | Mon Jul 31, 2017 |  | Sun Aug 27, 2017 |  | 4
48 |  | Sep17 |  | Mon Aug 28, 2017 |  | Sun Oct 01, 2017 |  | 5
49 |  | Oct17 |  | Mon Oct 02, 2017 |  | Sun Oct 29, 2017 |  | 4
50 |  | Nov17 |  | Mon Oct 30, 2017 |  | Sun Nov 26, 2017 |  | 4
51 |  | Dec17 |  | Mon Nov 27, 2017 |  | Sun Dec 31, 2017 |  | 5
52 |  | Jan18 |  | Mon Jan 01, 2018 |  | Sun Jan 28, 2018 |  | 4
53 |  | Feb18 |  | Mon Jan 29, 2018 |  | Sun Feb 25, 2018 |  | 4
54 |  | Mar18 |  | Mon Feb 26, 2018 |  | Sun Apr 01, 2018 |  | 5
55 |  | Apr18 |  | Mon Apr 02, 2018 |  | Sun Apr 29, 2018 |  | 4
56 |  | May18 |  | Mon Apr 30, 2018 |  | Sun Jun 03, 2018 |  | 5
57 |  | Jun18 |  | Mon Jun 04, 2018 |  | Sun Jul 01, 2018 |  | 4
58 |  | Jul18 |  | Mon Jul 02, 2018 |  | Sun Jul 29, 2018 |  | 4
59 |  | Aug18 |  | Mon Jul 30, 2018 |  | Sun Sep 02, 2018 |  | 5
60 |  | Sep18 |  | Mon Sep 03, 2018 |  | Sun Sep 30, 2018 |  | 4
61 |  | Oct18 |  | Mon Oct 01, 2018 |  | Sun Oct 28, 2018 |  | 4
62 |  | Nov18 |  | Mon Oct 29, 2018 |  | Sun Nov 25, 2018 |  | 4
63 |  | Dec18 |  | Mon Nov 26, 2018 |  | Sun Dec 30, 2018 |  | 5
64 |  | Jan19 |  | Mon Dec 31, 2018 |  | Sun Jan 27, 2019 |  | 4
65 |  | Feb19 |  | Mon Jan 28, 2019 |  | Sun Mar 03, 2019 |  | 5
66 |  | Mar19 |  | Mon Mar 04, 2019 |  | Sun Mar 31, 2019 |  | 4
67 |  | Apr19 |  | Mon Apr 01, 2019 |  | Sun Apr 28, 2019 |  | 4
68 |  | May19 |  | Mon Apr 29, 2019 |  | Sun Jun 02, 2019 |  | 5
69 |  | Jun19 |  | Mon Jun 03, 2019 |  | Sun Jun 30, 2019 |  | 4
70 |  | Jul19 |  | Mon Jul 01, 2019 |  | Sun Jul 28, 2019 |  | 4
71 |  | Aug19 |  | Mon Jul 29, 2019 |  | Sun Sep 01, 2019 |  | 5
72 |  | Sep19 |  | Mon Sep 02, 2019 |  | Sun Sep 29, 2019 |  | 4
73 |  | Oct19 |  | Mon Sep 30, 2019 |  | Sun Nov 03, 2019 |  | 5
74 |  | Nov19 |  | Mon Nov 04, 2019 |  | Sun Dec 01, 2019 |  | 4
75 |  | Dec19 |  | Mon Dec 02, 2019 |  | Sun Jan 05, 2020 |  | 5
76 |  | Jan20 |  | Mon Jan 06, 2020 |  | Sun Feb 02, 2020 |  | 4
77 |  | Feb20 |  | Mon Feb 03, 2020 |  | Sun Mar 01, 2020 |  | 4
78 |  | Mar20 |  | Mon Mar 02, 2020 |  | Sun Mar 29, 2020 |  | 4
79 |  | Apr20 |  | Mon Mar 30, 2020 |  | Sun May 03, 2020 |  | 5
80 |  | May20 |  | Mon May 04, 2020 |  | Sun May 31, 2020 |  | 4
81 |  | Jun20 |  | Mon Jun 01, 2020 |  | Sun Jun 28, 2020 |  | 4
82 |  | Jul20 |  | Mon Jun 29, 2020 |  | Sun Aug 02, 2020 |  | 5
83 |  | Aug20 |  | Mon Aug 03, 2020 |  | Sun Aug 30, 2020 |  | 4
84 |  | Sep20 |  | Mon Aug 31, 2020 |  | Sun Sep 27, 2020 |  | 4

Operating Period |  | Month |  | FedEx Plan Start Date (L) |  | FedEx Plan End Date (L) |  | FedEx Wks
85 |  | Oct20 |  | Mon Sep 28, 2020 |  | Sun Nov 01, 2020 |  | 5
86 |  | Nov20 |  | Mon Nov 02, 2020 |  | Sun Nov 29, 2020 |  | 4
87 |  | Dec20 |  | Mon Nov 30, 2020 |  | Sun Jan 03, 2021 |  | 5
88 |  | Jan21 |  | Mon Jan 04, 2021 |  | Sun Jan 31, 2021 |  | 4
89 |  | Feb21 |  | Mon Feb 01, 2021 |  | Sun Feb 28, 2021 |  | 4
90 |  | Mar21 |  | Mon Mar 01, 2021 |  | Sun Mar 28, 2021 |  | 4
91 |  | Apr21 |  | Mon Mar 29, 2021 |  | Sun May 02, 2021 |  | 5
92 |  | May21 |  | Mon May 03, 2021 |  | Sun May 30, 2021 |  | 4
93 |  | Jun21 |  | Mon May 31, 2021 |  | Sun Jun 27, 2021 |  | 4
94 |  | Jul21 |  | Mon Jun 28, 2021 |  | Sun Aug 01, 2021 |  | 5
95 |  | Aug21 |  | Mon Aug 02, 2021 |  | Sun Aug 29, 2021 |  | 4
96 |  | Sep21 |  | Mon Aug 30, 2021 |  | Sun Oct 03, 2021 |  | 5
97 |  | Oct21 |  | Mon Oct 04, 2021 |  | Sun Oct 31, 2021 |  | 4
98 |  | Nov21 |  | Mon Nov 01, 2021 |  | Sun Nov 28, 2021 |  | 4
99 |  | Dec21 |  | Mon Nov 29, 2021 |  | Sun Jan 02, 2022 |  | 5
100 |  | Jan22 |  | Mon Jan 03, 2022 |  | Sun Jan 30, 2022 |  | 4
101 |  | Feb22 |  | Mon Jan 31, 2022 |  | Sun Feb 27, 2022 |  | 4
102 |  | Mar22 |  | Mon Feb 28, 2022 |  | Sun Apr 03, 2022 |  | 5
103 |  | Apr22 |  | Mon Apr 04, 2022 |  | Sun May 01, 2022 |  | 4
104 |  | May22 |  | Mon May 02, 2022 |  | Sun May 29, 2022 |  | 4
105 |  | Jun22 |  | Mon May 30, 2022 |  | Sun Jul 03, 2022 |  | 5
106 |  | Jul22 |  | Mon Jul 04, 2022 |  | Sun Jul 31, 2022 |  | 4
107 |  | Aug22 |  | Mon Aug 01, 2022 |  | Sun Aug 28, 2022 |  | 4
108 |  | Sep22 |  | Mon Aug 29, 2022 |  | Sun Oct 02, 2022 |  | 5
109 |  | Oct22 |  | Mon Oct 03, 2022 |  | Sun Oct 30, 2022 |  | 4
110 |  | Nov22 |  | Mon Oct 31, 2022 |  | Sun Nov 27, 2022 |  | 4
111 |  | Dec22 |  | Mon Nov 28, 2022 |  | Sun Jan 01, 2023 |  | 5
112 |  | Jan23 |  | Mon Jan 02, 2023 |  | Sun Jan 29, 2023 |  | 4
113 |  | Feb23 |  | Mon Jan 30, 2023 |  | Sun Feb 26, 2023 |  | 4
114 |  | Mar23 |  | Mon Feb 27, 2023 |  | Sun Apr 02, 2023 |  | 5
115 |  | Apr23 |  | Mon Apr 03, 2023 |  | Sun Apr 30, 2023 |  | 4
116 |  | May23 |  | Mon May 01, 2023 |  | Sun May 28, 2023 |  | 4
117 |  | Jun23 |  | Mon May 29, 2023 |  | Sun Jul 02, 2023 |  | 5
118 |  | Jul23 |  | Mon Jul 03, 2023 |  | Sun Jul 30, 2023 |  | 4
119 |  | Aug23 |  | Mon Jul 31, 2023 |  | Sun Sep 03, 2023 |  | 5
120 |  | Sep23 |  | Mon Sep 04, 2023 |  | Sun Oct 01, 2023 |  | 4
121 |  | Oct23 |  | Mon Oct 02, 2023 |  | Sun Oct 29, 2023 |  | 4
122 |  | Nov23 |  | Mon Oct 30, 2023 |  | Sun Nov 26, 2023 |  | 4
123 |  | Dec23 |  | Mon Nov 27, 2023 |  | Sun Dec 31, 2023 |  | 5
124 |  | Jan24 |  | Mon Jan 01, 2024 |  | Sun Jan 28, 2024 |  | 4
125 |  | Feb24 |  | Mon Jan 29, 2024 |  | Sun Mar 03, 2024 |  | 5
126 |  | Mar24 |  | Mon Mar 04, 2024 |  | Sun Mar 31, 2024 |  | 4
127 |  | Apr24 |  | Mon Apr 01, 2024 |  | Sun Apr 28, 2024 |  | 4
128 |  | May24 |  | Mon Apr 29, 2024 |  | Sun Jun 02, 2024 |  | 5
129 |  | Jun24 |  | Mon Jun 03, 2024 |  | Sun Jun 30, 2024 |  | 4
130 |  | Jul24 |  | Mon Jul 01, 2024 |  | Sun Jul 28, 2024 |  | 4
131 |  | Aug24 |  | Mon Jul 29,2024 |  | Sun Sep 01, 2024 |  | 5
132 |  | Sep24 |  | Mon Sep 02.2024 |  | Sun Sep 29, 2024 |  | 4
133 |  | Oct24 |  | Mon Sep 30,2024 |  | Sun Nov, 03, 2024 |  | 5

Air Cargo Network

Contract ACN-13-FX

Attachment 2: Air Stops & Projected Volumes

Attachment 2

Air Stops & Projected Volumes

January 8, 2013

Refer to the Excel file provided with the awarded contract.

** | Attachment 2 contains an Excel file totaling approximately 2000 pages that outlines daily air stops and projected volumes by USPS service product for each air stop. Because this information is not material, it has been omitted from this exhibit. FedEx Corporation will furnish supplementally a copy of this Attachment 2 to the Securities and Exchange Commission upon request.

Air Cargo Network

Contract ACN-13-FX

Attachment 3: Operating Plan, Day Network

Exercised Option 1, 2 and 3

Attachment 3

Operating Plan, Day Network

October 31, 2016

Tuesday through Sunday

|  | Originating Operation
|  | Air Cargo Network Origin City |  | Service Point |  | ALL Mail Due Aviation Supplier Tuesday through Saturday |  | ALL Mail Due Aviation Supplier Sunday
1 |  | ALBUQUERQUE NM |  | ABQ |  | [*] |  | [*]
2 |  | ANCHORAGE AK |  | ANC |  | [*] |  | [*]
3 |  | ATLANTA GA |  | ATL |  | [*] |  | [*]
4 |  | AUSTIN TX |  | AUS |  | [*] |  | [*]
5 |  | BALTIMORE MD |  | BWI |  | [*] |  | [*]
6 |  | BILLINGS MT |  | BIL |  | [*] |  | [*]
7 |  | BIRMINGHAM AL |  | BHM |  | [*] |  | [*]
8 |  | BOISE ID AMF |  | BOI |  | [*] |  | [*]
9 |  | BOSTON MA |  | BOS |  | [*] |  | [*]
10 |  | CHARLESTON WV |  | CRW |  | [*] |  | [*]
11 |  | CHARLOTTE NC |  | CLT |  | [*] |  | [*]
12 |  | CHICAGO IL |  | ORD |  | [*] |  | [*]
13 |  | CINCINNATI OH |  | CVG |  | [*] |  | [*]
14 |  | CLEVELAND OH |  | CLE |  | [*] |  | [*]
15 |  | COLUMBUS OH |  | CMH |  | [*] |  | [*]
16 |  | DALLAS TX |  | DFW |  | [*] |  | [*]
17 |  | DENVER CO |  | DEN |  | [*] |  | [*]
18 |  | DES MOINES IA |  | DSM |  | [*] |  | [*]
19 |  | DETROIT MI |  | DTW |  | [*] |  | [*]
20 |  | DULLES VA |  | IAD |  | [*] |  | [*]
21 |  | EL PASO TX |  | ELP |  | [*] |  | [*]
22 |  | FARGO ND |  | FAR |  | [*] |  | [*]
23 |  | GRAND RAPIDS MI |  | GRR |  | [*] |  | [*]
24 |  | GREAT FALLS MT |  | GTF |  | [*] |  | [*]
25 |  | GREENSBORO NC |  | GSO |  | [*] |  | [*]
26 |  | HONOLULU HI |  | HNL |  | [*] |  | [*]
27 |  | HOUSTON TX |  | IAH |  | [*] |  | [*]
28 |  | INDIANAPOLIS IN |  | IND |  | [*] |  | [*]
29 |  | JACKSON MS |  | JAN |  | [*] |  | [*]
30 |  | JACKSONVILLE FL |  | JAX |  | [*] |  | [*]
31 |  | KANSAS CITY MO |  | MCI |  | [*] |  | [*]
32 |  | KNOXVILLE TN |  | TYS |  | [*] |  | [*]
33 |  | LAS VEGAS NV |  | LAS |  | [*] |  | [*]
34 |  | LITTLE ROCK AR |  | LIT |  | [*] |  | [*]
35 |  | LOS ANGELES CA |  | LAX |  | [*] |  | [*]
36 |  | LOUISVILLE KY |  | SDF |  | [*] |  | [*]
37 |  | LUBBOCK TX |  | LBB |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 79 of 136

Air Cargo Network

Contract ACN-13-FX

Attachment 3: Operating Plan, Day Network

|  | Originating Operation
|  | Air Cargo Network Origin City |  | Service Point |  | ALL Mail Due Aviation Supplier Tuesday through Saturday |  | ALL Mail Due Aviation Supplier Sunday
38 |  | MEMPHIS TN |  | MEM |  | [*] |  | [*]
39 |  | MIAMI FL |  | MIA |  | [*] |  | [*]
40 |  | MILWAUKEE WI |  | MKE |  | [*] |  | [*]
41 |  | MINNEAPOLIS MN |  | MSP |  | [*] |  | [*]
42 |  | MOBILE AL |  | MOB |  | [*] |  | [*]
43 |  | NASHUA NH |  | MHT |  | [*] |  | [*]
44 |  | NASHVILLE TN |  | BNA |  | [*] |  | [*]
45 |  | NEW ORLEANS LA |  | MSY |  | [*] |  | [*]
46 |  | NEWARK NJ |  | EWR |  | [*] |  | [*]
47 |  | NORFOLK VA |  | ORF |  | [*] |  | [*]
48 |  | NY METRO |  | JFK |  | [*] |  | [*]
49 |  | OAKLAND CA |  | OAK |  | [*] |  | [*]
50 |  | OKLAHOMA CITY OK |  | OKC |  | [*] |  | [*]
51 |  | OMAHA NE |  | OMA |  | [*] |  | [*]
52 |  | ONTARIO CA |  | ONT |  | [*] |  | [*]
53 |  | ORLANDO FL |  | MCO |  | [*] |  | [*]
54 |  | PHILADELPHIA PA |  | PHL |  | [*] |  | [*]
55 |  | PHOENIX AZ |  | PHX |  | [*] |  | [*]
56 |  | PITTSBURGH PA |  | PIT |  | [*] |  | [*]
57 |  | PORTLAND OR |  | PDX |  | [*] |  | [*]
58 |  | QUAD CITIES IL |  | MLI |  | [*] |  | [*]
59 |  | RALEIGH NC |  | RDU |  | [*] |  | [*]
60 |  | RENO NV |  | RNO |  | [*] |  | [*]
61 |  | RICHMOND VA |  | RIC |  | [*] |  | [*]
62 |  | ROCHESTER NY |  | ROC |  | [*] |  | [*]
63 |  | SACRAMENTO CA |  | SMF |  | [*] |  | [*]
64 |  | SALT LAKE CITY UT |  | SLC |  | [*] |  | [*]
65 |  | SAN ANTONIO TX |  | SAT |  | [*] |  | [*]
66 |  | SAN DIEGO CA |  | SAN |  | [*] |  | [*]
67 |  | SAN FRANCISCO CA |  | SFO |  | [*] |  | [*]
68 |  | SAN JUAN PR |  | SJU |  | [*] |  | [*]
69 |  | SEATTLE WA |  | SEA |  | [*] |  | [*]
70 |  | SHREVEPORT LA |  | SHV |  | [*] |  | [*]
71 |  | SIOUX FALLS SD |  | FSD |  | [*] |  | [*]
72 |  | SPOKANE WA |  | GEG |  | [*] |  | [*]
73 |  | SPRINGFIELD MA |  | BDL |  | [*] |  | [*]
74 |  | SPRINGFIELD MO |  | SGF |  | [*] |  | [*]
75 |  | SPRINGFIELD IL |  | SPI |  | [*] |  | [*]
76 |  | ST. LOUIS MO |  | STL |  | [*] |  | [*]
77 |  | TAMPA FL |  | TPA |  | [*] |  | [*]
78 |  | TUCSON AZ |  | TUS |  | [*] |  | [*]
79 |  | TULSA OK |  | TUL |  | [*] |  | [*]
80 |  | WICHITA KS |  | ICT |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 80 of 136

Air Cargo Network

Contract ACN-13-FX

Attachment 3: Operating Plan, Day Network

Exercised Option 1, 2 and 3

Attachment 3

Operating Plan, Day Network

October 31, 2016

Tuesday through Sunday

|  | Destinating Operation
|  | Air Cargo Network Destination City |  | Service Point |  | Required Delivery Time to Postal Service Tuesday - Friday |  | Required Delivery Time to Postal Service Saturday |  | Required Delivery Time to Postal Service Sunday
1 |  | ALBUQUERQUE NM |  | ABQ |  | [*] |  | [*] |  | [*]
2 |  | ANCHORAGE AK |  | ANC |  | [*] |  | [*] |  | [*]
3 |  | ATLANTA GA |  | ATL |  | [*] |  | [*] |  | [*]
4 |  | AUSTIN TX |  | AUS |  | [*] |  | [*] |  | [*]
5 |  | BALTIMORE MD |  | BWI |  | [*] |  | [*] |  | [*]
6 |  | BILLINGS MT |  | BIL |  | [*] |  | [*] |  | [*]
7 |  | BIRMINGHAM AL |  | BHM |  | [*] |  | [*] |  | [*]
8 |  | BOISE ID |  | BOI |  | [*] |  | [*] |  | [*]
9 |  | BOSTON MA |  | BOS |  | [*] |  | [*] |  | [*]
10 |  | CHARLESTON WV |  | CRW |  | [*] |  | [*] |  | [*]
11 |  | CHARLOTTE NC |  | CLT |  | [*] |  | [*] |  | [*]
12 |  | CHICAGO IL |  | ORD |  | [*] |  | [*] |  | [*]
13 |  | CINCINNATI OH |  | CVG |  | [*] |  | [*] |  | [*]
14 |  | CLEVELAND OH |  | CLE |  | [*] |  | [*] |  | [*]
15 |  | COLUMBUS OH |  | CMH |  | [*] |  | [*] |  | [*]
16 |  | DALLAS TX |  | DFW |  | [*] |  | [*] |  | [*]
17 |  | DENVER CO |  | DEN |  | [*] |  | [*] |  | [*]
18 |  | DES MOINES IA |  | DSM |  | [*] |  | [*] |  | [*]
19 |  | DETROIT MI |  | DTW |  | [*] |  | [*] |  | [*]
20 |  | DULLES VA |  | IAD |  | [*] |  | [*] |  | [*]
21 |  | EL PASO TX |  | ELP |  | [*] |  | [*] |  | [*]
22 |  | FARGO ND P&DC |  | FAR |  | [*] |  | [*] |  | [*]
23 |  | GRAND RAPIDS MI |  | GRR |  | [*] |  | [*] |  | [*]
24 |  | GREAT FALLS MT |  | GTF |  | [*] |  | [*] |  | [*]
25 |  | GREENSBORO NC |  | GSO |  | [*] |  | [*] |  | [*]
26 |  | HONOLULU HI |  | *HNL |  | [*] |  | [*] |  | [*]
27 |  | HOUSTON TX |  | IAH |  | [*] |  | [*] |  | [*]
28 |  | INDIANAPOLIS IN |  | IND |  | [*] |  | [*] |  | [*]
29 |  | JACKSON MS |  | JAN |  | [*] |  | [*] |  | [*]
30 |  | JACKSONVILLE FL |  | JAX |  | [*] |  | [*] |  | [*]
31 |  | KANSAS CITY MO |  | MCI |  | [*] |  | [*] |  | [*]
32 |  | KNOXVILLE TN |  | TYS |  | [*] |  | [*] |  | [*]
33 |  | LAS VEGAS NV |  | LAS |  | [*] |  | [*] |  | [*]
34 |  | LITTLE ROCK AR |  | LIT |  | [*] |  | [*] |  | [*]
35 |  | LOS ANGELES CA |  | LAX |  | [*] |  | [*] |  | [*]
36 |  | LOUISVILLE KY |  | SDF |  | [*] |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 81 of 136

Air Cargo Network

Contract ACN-13-FX

Attachment 3: Operating Plan, Day Network

|  | Destinating Operation
|  | Air Cargo Network Destination City |  | Service Point |  | Required Delivery Time to Postal Service Tuesday - Friday |  | Required Delivery Time to Postal Service Saturday |  | Required Delivery Time to Postal Service Sunday
37 |  | LUBBOCK TX |  | LBB |  | [*] |  | [*] |  | [*]
38 |  | MEMPHIS TN |  | MEM |  | [*] |  | [*] |  | [*]
39 |  | MIAMI FL |  | MIA |  | [*] |  | [*] |  | [*]
40 |  | MILWAUKEE WI |  | MKE |  | [*] |  | [*] |  | [*]
41 |  | MINNEAPOLIS MN |  | MSP |  | [*] |  | [*] |  | [*]
42 |  | MOBILE AL |  | BFM |  | [*] |  | [*] |  | [*]
43 |  | NASHUA NH |  | MHT |  | [*] |  | [*] |  | [*]
44 |  | NASHVILLE TN |  | BNA |  | [*] |  | [*] |  | [*]
45 |  | NEW ORLEANS LA |  | MSY |  | [*] |  | [*] |  | [*]
46 |  | NEWARK NJ |  | EWR |  | [*] |  | [*] |  | [*]
47 |  | NORFOLK VA |  | ORF |  | [*] |  | [*] |  | [*]
48 |  | NY METRO |  | JFK |  | [*] |  | [*] |  | [*]
49 |  | OAKLAND CA |  | OAK |  | [*] |  | [*] |  | [*]
50 |  | OKLAHOMA CITY OK |  | OKC |  | [*] |  | [*] |  | [*]
51 |  | OMAHA NE |  | OMA |  | [*] |  | [*] |  | [*]
52 |  | ONTARIO CA |  | ONT |  | [*] |  | [*] |  | [*]
53 |  | ORLANDO FL |  | MCO |  | [*] |  | [*] |  | [*]
54 |  | PHILADELPHIA PA |  | PHL |  | [*] |  | [*] |  | [*]
55 |  | PHOENIX AZ |  | PHX |  | [*] |  | [*] |  | [*]
56 |  | PITTSBURGH PA |  | PIT |  | [*] |  | [*] |  | [*]
57 |  | PORTLAND OR |  | PDX |  | [*] |  | [*] |  | [*]
58 |  | QUAD CITIES IL |  | MLI |  | [*] |  | [*] |  | [*]
59 |  | RALEIGH NC |  | RDU |  | [*] |  | [*] |  | [*]
60 |  | RENO NV |  | RNO |  | [*] |  | [*] |  | [*]
61 |  | RICHMOND VA |  | RIC |  | [*] |  | [*] |  | [*]
62 |  | ROCHESTER |  | ROC |  | [*] |  | [*] |  | [*]
63 |  | SACRAMENTO CA |  | SMF |  | [*] |  | [*] |  | [*]
64 |  | SALT LAKE CITY |  | SLC |  | [*] |  | [*] |  | [*]
65 |  | SAN ANTONIO |  | SAT |  | [*] |  | [*] |  | [*]
66 |  | SAN DIEGO |  | SAN |  | [*] |  | [*] |  | [*]
67 |  | SAN FRANCISCO CA |  | SFO |  | [*] |  | [*] |  | [*]
68 |  | SAN JUAN PR** |  | * SJU |  | [*] |  | [*] |  | [*]
69 |  | SEATTLE WA |  | SEA |  | [*] |  | [*] |  | [*]
70 |  | SHREVEPORT LA |  | SHV |  | [*] |  | [*] |  | [*]
71 |  | SIOUX FALLS SD |  | FSD |  | [*] |  | [*] |  | [*]
72 |  | SPOKANE WA |  | GEG |  | [*] |  | [*] |  | [*]
73 |  | SPRINGFIELD MA |  | BDL |  | [*] |  | [*] |  | [*]
74 |  | SPRINGFIELD MO |  | SGF |  | [*] |  | [*] |  | [*]
75 |  | SPRINGFIELD IL |  | SPI |  | [*] |  | [*] |  | [*]
76 |  | ST. LOUIS MO |  | STL |  | [*] |  | [*] |  | [*]
77 |  | TAMPA FL |  | TPA |  | [*] |  | [*] |  | [*]
78 |  | TUCSON AZ |  | *TUS |  | [*] |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 82 of 136

Air Cargo Network

Contract ACN-13-FX

Attachment 3: Operating Plan, Day Network

|  | Destinating Operation
|  | Air Cargo Network Destination City |  | Service Point |  | Required Delivery Time to Postal Service Tuesday - Friday |  | Required Delivery Time to Postal Service Saturday |  | Required Delivery Time to Postal Service Sunday
79 |  | TULSA OK |  | TUL |  | [*] |  | [*] |  | [*]
80 |  | WICHITA KS |  | ICT |  | [*] |  | [*] |  | [*]

* | All mail is delivered on Sunday at 07:00. The offshore locations have additional time.

[*] |

** | 75% of the volume capture will be delivered on Day Zero with the balance delivered on Day +1

[*] |

[*] |

[*] |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Page 83 of 136

Air Cargo Network

Contract ACN-13-FX

Attachment 3: Operating Plan, Day Network

Exercised Option 1, 2 and 3

Attachment 3

Operating Plan, Day Network

October 31, 2016

Tender and Delivery Process Codes

A |  | Postal Service Builds ULDs |  | F |  | Aviation Supplier Unloads ULD into MTE
B |  | Postal Service Transports ULDs to Ramp |  | G |  | Aviation Supplier Builds ULDs
C |  | Postal Service Tenders in MTE |  | H |  | Aviation Supplier Delivers ULDs to Ramp
D |  | Postal Service Picks Up MTE |  | I |  | Aviation Supplier Picks Up ULDs from Plant
E |  | Postal Service Deck loads |  | J |  | Aviation Supplier Delivers ULDs to Plant
K |  | Aviation Supplier Deck Loads |  |  |  |

|  | Air Cargo Network City |  | Service Point |  | Tender Code |  | Delivery Code
1 |  | ALBUQUERQUE NM |  | ABQ |  | A , B |  | H
2 |  | ANCHORAGE AK |  | ANC |  | A , B |  | H
3 |  | ATLANTA GA |  | ATL |  | A , B |  | H
4 |  | AUSTIN TX |  | AUS |  | A , B |  | H
5 |  | BALTIMORE MD |  | BWI |  | A , B |  | H
6 |  | BILLINGS MT |  | BIL |  | A , B |  | H
7 |  | BIRMINGHAM AL |  | BHM |  | E |  | K
8 |  | BOISE ID |  | BOI |  | A , B |  | H
9 |  | BOSTON MA |  | BOS |  | A , B |  | H
10 |  | CHARLESTON WV |  | CRW |  | A , B |  | H
11 |  | CHARLOTTE NC |  | CLT |  | A , B |  | H
12 |  | CHICAGO IL |  | ORD |  | A , B |  | H
13 |  | CINCINNATI OH |  | CVG |  | A , B |  | H
14 |  | CLEVELAND OH |  | CLE |  | A , B |  | H
15 |  | COLUMBUS OH |  | CMH |  | A , B |  | H
16 |  | DALLAS TX |  | DFW |  | A , B |  | H
17 |  | DENVER CO |  | DEN |  | A , B |  | H
18 |  | DES MOINES IA |  | DSM |  | A , B |  | H
19 |  | DETROIT MI |  | DTW |  | A , B |  | H
20 |  | DULLES VA |  | IAD |  | A , B |  | H
21 |  | EL PASO TX |  | ELP |  | A , B |  | H
22 |  | FARGO ND |  | FAR |  | A , B |  | H
23 |  | GRAND RAPIDS MI |  | GRR |  | A , B |  | H
24 |  | GREAT FALLS MT |  | GTF |  | A , B |  | Origin Only
25 |  | GREENSBORO NC |  | GSO |  | A , B |  | H
26 |  | HONOLULU HI |  | HNL |  | A , B |  | H
27 |  | HOUSTON TX |  | IAH |  | A , B |  | H
28 |  | INDIANAPOLIS IN |  | IND |  | A , B |  | H
29 |  | JACKSON MS |  | JAN |  | E |  | K
30 |  | JACKSONVILLE FL |  | JAX |  | A , B |  | H
31 |  | KANSAS CITY MO |  | MCI |  | A , B |  | H
32 |  | KNOXVILLE TN |  | TYS |  | A , B |  | H
33 |  | LAS VEGAS NV |  | LAS |  | A , B |  | H

Page 84 of 136

Air Cargo Network

Contract ACN-13-FX

Attachment 3: Operating Plan, Day Network

|  | Air Cargo Network City |  | Service Point |  | Tender Code |  | Delivery Code
34 |  | LITTLE ROCK AR |  | LIT |  | E |  | K
35 |  | LOS ANGELES CA |  | LAX |  | A , B |  | H
36 |  | LOUISVILLE KY |  | SDF |  | A , B |  | H
37 |  | LUBBOCK TX |  | LBB |  | A , B |  | H
38 |  | MEMPHIS TN |  | MEM |  | E |  | K
39 |  | MIAMI FL |  | MIA |  | A , B |  | H
40 |  | MILWAUKEE WI |  | MKE |  | A , B |  | H
41 |  | MINNEAPOLIS MN |  | MSP |  | A , B |  | H
42 |  | MOBILE AL |  | MOB |  | A , B |  | H
43 |  | NASHUA NH |  | MHT |  | A , I |  | J
44 |  | NASHVILLE TN |  | BNA |  | E |  | K
45 |  | NEW ORLEANS LA |  | MSY |  | A , B |  | H
46 |  | NEWARK NJ |  | EWR |  | A , B |  | H
47 |  | NORFOLK VA |  | ORF |  | A , B |  | H
48 |  | NY METRO |  | JFK |  | A , I |  | J
49 |  | OAKLAND CA |  | OAK |  | A , B |  | H
50 |  | OKLAHOMA CITY OK |  | OKC |  | A , B |  | H
51 |  | OMAHA NE |  | OMA |  | A , B |  | H
52 |  | ONTARIO CA |  | ONT |  | A , B |  | H
53 |  | ORLANDO FL |  | MCO |  | A , B |  | H
54 |  | PHILADELPHIA PA |  | PHL |  | A , B |  | H
55 |  | PHOENIX AZ |  | PHX |  | A , B |  | H
56 |  | PITTSBURGH PA |  | PIT |  | A , B |  | H
57 |  | PORTLAND OR |  | PDX |  | A , B |  | H
58 |  | QUAD CITIES IL |  | MLI |  | E |  | Origin Only
59 |  | RALEIGH NC |  | RDU |  | A , B |  | H
60 |  | RENO NV |  | RNO |  | A , B |  | H
61 |  | RICHMOND VA |  | RIC |  | A , B |  | H
62 |  | ROCHESTER NY |  | ROC |  | A , I |  | J
63 |  | SACRAMENTO CA |  | SMF |  | A , B |  | H
64 |  | SALT LAKE CITY |  | SLC |  | A , B |  | H
65 |  | SAN ANTONIO TX |  | SAT |  | A , B |  | H
66 |  | SAN DIEGO CA |  | SAN |  | A , B |  | H
67 |  | SAN FRANCISCO CA |  | SFO |  | A , B |  | H
68 |  | SAN JUAN PR |  | SJU |  | A , B |  | H
69 |  | SEATTLE WA |  | SEA |  | A , B |  | H
70 |  | SHREVEPORT LA |  | SHV |  | A , B |  | H
71 |  | SIOUX FALLS SD |  | FSD |  | A , B |  | H
72 |  | SPOKANE WA |  | GEG |  | A , B |  | H
73 |  | SPRINGFIELD MA |  | BDL |  | A , B |  | H
74 |  | SPRINGFIELD MO |  | SGF |  | E |  | Origin Only
75 |  | SPRINGFIELD IL |  | SPI |  | E |  | Origin Only
76 |  | ST. LOUIS MO |  | STL |  | E |  | K
77 |  | TAMPA FL |  | TPA |  | A , B |  | H
78 |  | TUCSON AZ |  | TUS |  | A , B |  | H
79 |  | TULSA OK |  | TUL |  | A , B |  | H
80 |  | WICHITA KS |  | ICT |  | A , B |  | H

Page 85 of 136

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

Exercised Option 1, 2 and 3

Attachment 4

Operating Plan, Night Network

October 31, 2016

|  |  |  |  |  | Originating Operations |  | Destinating Operations
|  | Air Cargo Network City |  | Service Point |  | ALL Mail Due Aviation Supplier Monday – Friday |  | Required Delivery Time to Postal Service Tuesday - Friday |  | Required Delivery Time to Postal Service Saturday
1 |  | ALBANY NY |  | ALB |  | [*] |  | [*] |  | [*]
2 |  | ALBUQUERQUE NM |  | ABQ |  | [*] |  | [*] |  | [*]
3 |  | ALLENTOWN PA |  | ABE |  | [*] |  | [*] |  | [*]
4 |  | ANCHORAGE AK |  | ANC |  | [*] |  | [*] |  | [*]
5 |  | AMARILLO TX |  | AMA |  | [*] |  | [*] |  | [*]
6 |  | APPLETON WI |  | ATW |  | [*] |  | [*] |  | [*]
7 |  | ATLANTA GA |  | ATL |  | [*] |  | [*] |  | [*]
8 |  | AUSTIN TX |  | AUS |  | [*] |  | [*] |  | [*]
9 |  | BALTIMORE MD |  | BWI |  | [*] |  | [*] |  | [*]
10 |  | BANGOR ME |  | BGR |  | [*] |  | [*] |  | [*]
11 |  | BATON ROUGE LA |  | LFT / MSY |  | [*] |  | [*] |  | [*]
12 |  | BEND OR |  | RDM |  | [*] |  | [*] |  | [*]
13 |  | BILLINGS MT |  | BIL |  | [*] |  | [*] |  | [*]
14 |  | BIRMINGHAM AL |  | BHM |  | [*] |  | [*] |  | [*]
15 |  | BISMARK ND |  | BIS |  | [*] |  | [*] |  | [*]
16 |  | BOISE ID |  | BOI |  | [*] |  | [*] |  | [*]
17 |  | BOSTON MA |  | BOS |  | [*] |  | [*] |  | [*]
18 |  | BOZEMAN MT |  | BZN |  | [*] |  | [*] |  | [*]
19 |  | BRISTOL TN / VA |  | TRI |  | [*] |  | [*] |  | [*]
20 |  | BUFFALO NY |  | BUF |  | [*] |  | [*] |  | [*]
21 |  | BURBANK CA |  | BUR |  | [*] |  | [*] |  | [*]
22 |  | BURLINGTON VT |  | BTV |  | [*] |  | [*] |  | [*]
23 |  | BUTTE MT |  | BTM |  | [*] |  | [*] |  | [*]
24 |  | CASPER WY |  | CPR |  | [*] |  | [*] |  | [*]
25 |  | CEDAR RAPIDS IA |  | CID |  | [*] |  | [*] |  | [*]
26 |  | CHARLESTON WV |  | HTS |  | [*] |  | [*] |  | [*]
27 |  | CHARLOTTE NC |  | CLT |  | [*] |  | [*] |  | [*]
28 |  | CHATTANOOGA TN |  | CHA |  | [*] |  | [*] |  | [*]
29 |  | CHEYENNE WY |  | CYS |  | [*] |  | [*] |  | [*]
30 |  | CHICAGO IL (O’Hare) |  | ORD |  | [*] |  | [*] |  | [*]
31 |  | CINCINNATI OH |  | CVG |  | [*] |  | [*] |  | [*]
32 |  | CLEVELAND OH |  | CLE |  | [*] |  | [*] |  | [*]
33 |  | COLORADO SPRINGS CO |  | COS |  | [*] |  | [*] |  | [*]
34 |  | COLUMBIA SC |  | CAE |  | [*] |  | [*] |  | [*]
35 |  | COLUMBUS OH |  | CMH |  | [*] |  | [*] |  | [*]
36 |  | DALLAS TX |  | DFW |  | [*] |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

|  |  |  |  |  | Originating Operations |  | Destinating Operations
|  | Air Cargo Network City |  | Service Point |  | ALL Mail Due Aviation Supplier Monday – Friday |  | Required Delivery Time to Postal Service Tuesday - Friday |  | Required Delivery Time to Postal Service Saturday
37 |  | DAYTON OH |  | DAY |  | [*] |  | [*] |  | [*]
38 |  | DENVER CO |  | DEN |  | [*] |  | [*] |  | [*]
39 |  | DES MOINES IA |  | DSM |  | [*] |  | [*] |  | [*]
40 |  | DETROIT MI |  | DTW |  | [*] |  | [*] |  | [*]
41 |  | DULLES VA |  | IAD |  | [*] |  | [*] |  | [*]
42 |  | DULUTH MN |  | DLH |  | [*] |  | [*] |  | [*]
43 |  | DURANGO CO |  | DRO |  | [*] |  | [*] |  | [*]
44 |  | EL PASO TX |  | ELP |  | [*] |  | [*] |  | [*]
45 |  | ELMIRA NY |  | ELM |  | [*] |  | [*] |  | [*]
46 |  | EUGENE OR |  | EUG |  | [*] |  | [*] |  | [*]
47 |  | FAIRBANKS AK |  | FAI |  | [*] |  | [*] |  | [*]
48 |  | FLINT MI |  | FNT |  | [*] |  | [*] |  | [*]
49 |  | FORT MYERS FL |  | RSW |  | [*] |  | [*] |  | [*]
50 |  | FORT WAYNE IN |  | FWA |  | [*] |  | [*] |  | [*]
51 |  | FRESNO CA |  | FAT |  | [*] |  | [*] |  | [*]
52 |  | FT LAUDERDALE FL |  | FLL |  | [*] |  | [*] |  | [*]
53 |  | FARGO ND |  | FAR |  | [*] |  | [*] |  | [*]
54 |  | GRAND JUNCTION CO |  | GJT |  | [*] |  | [*] |  | [*]
55 |  | GRAND RAPIDS MI |  | GRR |  | [*] |  | [*] |  | [*]
56 |  | GREAT FALLS MT |  | GTF |  | [*] |  | [*] |  | [*]
57 |  | GREENSBORO NC |  | GSO |  | [*] |  | [*] |  | [*]
58 |  | GREENVILLE SC |  | GSP |  | [*] |  | [*] |  | [*]
59 |  | HARRISBURG PA |  | MDT |  | [*] |  | [*] |  | [*]
60 |  | HARTFORD CT |  | BDL |  | [*] |  | [*] |  | [*]
61 |  | HELENA MT |  | HLN |  | [*] |  | [*] |  | [*]
62 |  | HONOLULU HI |  | HNL |  | [*] |  | [*] |  | [*]
63 |  | HOUSTON TX |  | IAH |  | [*] |  | [*] |  | [*]
64 |  | HUNTSVILLE AL |  | HSV |  | [*] |  | [*] |  | [*]
65 |  | INDIANAPOLIS IN |  | IND |  | [*] |  | [*] |  | [*]
66 |  | JACKSON MS |  | JAN |  | [*] |  | [*] |  | [*]
67 |  | JACKSONVILLE FL |  | JAX |  | [*] |  | [*] |  | [*]
68 |  | JFK NY |  | JFK |  | [*] |  | [*] |  | [*]
69 |  | KALISPELL MT |  | FCA |  | [*] |  | [*] |  | [*]
70 |  | KANSAS CITY MO |  | MCI |  | [*] |  | [*] |  | [*]
71 |  | KNOXVILLE TN |  | TYS |  | [*] |  | [*] |  | [*]
72 |  | LAS VEGAS NV |  | LAS |  | [*] |  | [*] |  | [*]
73 |  | LITTLE ROCK AR |  | LIT |  | [*] |  | [*] |  | [*]
74 |  | LONG BEACH CA |  | LGB |  | [*] |  | [*] |  | [*]
75 |  | LOS ANGELES CA |  | LAX |  | [*] |  | [*] |  | [*]
76 |  | LOUISVILLE KY |  | SDF |  | [*] |  | [*] |  | [*]
77 |  | LUBBOCK TX |  | LBB |  | [*] |  | [*] |  | [*]
78 |  | MADISON WI |  | MSN |  | [*] |  | [*] |  | [*]
79 |  | MANCHESTER NH |  | MHT |  | [*] |  | [*] |  | [*]
80 |  | MCALLEN TX |  | MFE |  | [*] |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

|  |  |  |  |  | Originating Operations |  | Destinating Operations
|  | Air Cargo Network City |  | Service Point |  | ALL Mail Due Aviation Supplier Monday – Friday |  | Required Delivery Time to Postal Service Tuesday - Friday |  | Required Delivery Time to Postal Service Saturday
81 |  | MEDFORD OR |  | MFR |  | [*] |  | [*] |  | [*]
82 |  | MEMPHIS TN |  | MEM |  | [*] |  | [*] |  | [*]
83 |  | MIAMI FL |  | MIA |  | [*] |  | [*] |  | [*]
84 |  | MILWAUKEE WI |  | MKE |  | [*] |  | [*] |  | [*]
85 |  | MINNEAPOLIS MN |  | MSP |  | [*] |  | [*] |  | [*]
86 |  | MINOT ND |  | MOT |  | [*] |  | [*] |  | [*]
87 |  | MISSOULA MT |  | MSO |  | [*] |  | [*] |  | [*]
88 |  | MOBILE AL |  | MOB |  | [*] |  | [*] |  | [*]
89 |  | NASHVILLE TN |  | BNA |  | [*] |  | [*] |  | [*]
90 |  | NEW ORLEANS LA |  | MSY |  | [*] |  | [*] |  | [*]
91 |  | NEWARK NJ |  | EWR |  | [*] |  | [*] |  | [*]
92 |  | NORFOLK VA |  | ORF |  | [*] |  | [*] |  | [*]
93 |  | OAKLAND CA |  | OAK |  | [*] |  | [*] |  | [*]
94 |  | OKLAHOMA CITY OK |  | OKC |  | [*] |  | [*] |  | [*]
95 |  | OMAHA NE |  | OMA |  | [*] |  | [*] |  | [*]
96 |  | ONTARIO CA |  | ONT |  | [*] |  | [*] |  | [*]
97 |  | ORANGE CNTY AIRPORT |  | SNA |  | [*] |  | [*] |  | [*]
98 |  | ORLANDO FL |  | MCO |  | [*] |  | [*] |  | [*]
99 |  | PALM BEACH FL |  | PBI |  | [*] |  | [*] |  | [*]
100 |  | PASCO WA |  | PSC |  | [*] |  | [*] |  | [*]
101 |  | PEORIA IL |  | PIA |  | [*] |  | [*] |  | [*]
102 |  | PHILADELPHIA PA |  | PHL |  | [*] |  | [*] |  | [*]
103 |  | PHOENIX AZ |  | PHX |  | [*] |  | [*] |  | [*]
104 |  | PITTSBURGH PA |  | PIT |  | [*] |  | [*] |  | [*]
105 |  | POCATELLO ID |  | PIH |  | [*] |  | [*] |  | [*]
106 |  | PORTLAND ME |  | PWM |  | [*] |  | [*] |  | [*]
107 |  | PORTLAND OR |  | PDX |  | [*] |  | [*] |  | [*]
108 |  | PRESQUE ISLE ME |  | PQI |  | [*] |  | [*] |  | [*]
109 |  | PROVIDENCE RI |  | PVD |  | [*] |  | [*] |  | [*]
110 |  | RALEIGH NC |  | RDU |  | [*] |  | [*] |  | [*]
111 |  | RAPID CITY SD |  | RAP |  | [*] |  | [*] |  | [*]
112 |  | RENO NV |  | RNO |  | [*] |  | [*] |  | [*]
113 |  | RICHMOND VA |  | RIC |  | [*] |  | [*] |  | [*]
114 |  | ROANOKE VA |  | ROA |  | [*] |  | [*] |  | [*]
115 |  | ROCHESTER MN |  | RST |  | [*] |  | [*] |  | [*]
116 |  | ROCHESTER NY |  | ROC |  | [*] |  | [*] |  | [*]
117 |  | ROCK SPRINGS WY |  | RKS |  | [*] |  | [*] |  | [*]
118 |  | SACRAMENTO CA |  | SMF |  | [*] |  | [*] |  | [*]
119 |  | SALIBURY MD |  | SBY |  | [*] |  | [*] |  | [*]
120 |  | SALT LAKE CITY UT |  | SLC |  | [*] |  | [*] |  | [*]
121 |  | SAN ANTONIO TX |  | SAT |  | [*] |  | [*] |  | [*]
122 |  | SAN DIEGO CA |  | SAN |  | [*] |  | [*] |  | [*]
123 |  | SAN FRANCISCO CA |  | SFO |  | [*] |  | [*] |  | [*]
124 |  | SAN JOSE CA |  | SJC |  | [*] |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

|  |  |  |  |  | Originating Operations |  | Destinating Operations
|  | Air Cargo Network City |  | Service Point |  | ALL Mail Due Aviation Supplier Monday – Friday |  | Required Delivery Time to Postal Service Tuesday - Friday |  | Required Delivery Time to Postal Service Saturday
125 |  | SAN JUAN PR |  | SJU |  | [*] |  | [*] |  | [*]
126 |  | SAVANNAH GA |  | SAV |  | [*] |  | [*] |  | [*]
127 |  | SEATTLE WA |  | SEA |  | [*] |  | [*] |  | [*]
128 |  | SHREVEPORT LA |  | SHV |  | [*] |  | [*] |  | [*]
129 |  | SIOUX CITY IA |  | SUX |  | [*] |  | [*] |  | [*]
130 |  | SOUIX FALLS SD |  | FSD |  | [*] |  | [*] |  | [*]
131 |  | SOUTH BEND IN |  | SBN |  | [*] |  | [*] |  | [*]
132 |  | SPOKANE WA |  | GEG |  | [*] |  | [*] |  | [*]
133 |  | SPRINGFIELD MO |  | SGF |  | [*] |  | [*] |  | [*]
134 |  | ST CLOUD MN |  | STC |  | [*] |  | [*] |  | [*]
135 |  | ST LOUIS MO |  | STL |  | [*] |  | [*] |  | [*]
136 |  | STEWART NY |  | SWF |  | [*] |  | [*] |  | [*]
137 |  | SYRACUSE NY |  | SYR |  | [*] |  | [*] |  | [*]
138 |  | TALLAHASSEE FL |  | TLH |  | [*] |  | [*] |  | [*]
139 |  | TAMPA FL |  | TPA |  | [*] |  | [*] |  | [*]
140 |  | TRAVERSE CITY MI |  | TVC |  | [*] |  | [*] |  | [*]
141 |  | TUCSON AZ |  | TUS |  | [*] |  | [*] |  | [*]
142 |  | TULSA OK |  | TUL |  | [*] |  | [*] |  | [*]
143 |  | TWIN FALLS ID |  | TWF |  | [*] |  | [*] |  | [*]
144 |  | WATERLOO IA |  | ALO |  | [*] |  | [*] |  | [*]
145 |  | WAUSAU WI |  | CWA |  | [*] |  | [*] |  | [*]
146 |  | WENATCHEE WA |  | EAT |  | [*] |  | [*] |  | [*]
147 |  | WICHITA KS |  | ICT |  | [*] |  | [*] |  | [*]
148 |  | YAKIMA WA |  | YKM |  | [*] |  | [*] |  | [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

Exercised Option 1, 2 and 3

Attachment 4

Operating Plan, Night Network

October 31, 2016

Tender and Delivery Process Codes

A | Postal Service Builds ULDs

B | Postal Service Transports ULDs to Ramp

C | Postal Service Transports Loose Volume to and from Aviation Supplier Location other than Airport Ramp

D | Postal Service Transports Loose Volumes to and from Aviation Supplier Ramp

E | Aviation Supplier Picks Up ULDs

F | Aviation Supplier Delivers in ULDs

G | Aviation Supplier Delivers Volume Loose to a Postal Service Designated Location

|  | Air Cargo Network City |  | Service Point |  | Tender Code |  | Delivery Code
1 |  | ALBANY NY |  | ALB |  | D |  | D
2 |  | ALBURQUERQUE NM |  | ABQ |  | D |  | D
3 |  | ALLENTOWN PA |  | ABE |  | D |  | Origin Only
4 |  | AMARILLO TX |  | AMA |  | D |  | Origin Only
5 |  | ANCHORAGE AK |  | ANC |  | D |  | D
6 |  | APPLETON WI |  | ATW |  | D |  | D
7 |  | ATLANTA GA |  | ATL |  | E |  | D
8 |  | AUSTIN (Air Stop) TX |  | AUS |  | D |  | D
9 |  | BALTIMORE MD |  | BWI |  | D |  | D
10 |  | BANGOR ME |  | BGR |  | D |  | D
11 |  | BATON ROUGE LA |  | BTR |  | D |  | D
12 |  | BEND OR |  | RDM |  | D |  | Origin Only
13 |  | BILLINGS MT |  | BIL |  | D |  | D
14 |  | BIRMINGHAM AL |  | BHM |  | D |  | D
15 |  | BISMARK ND |  | BIS |  | D |  | Origin Only
16 |  | BOISE ID |  | BOI |  | E |  | F
17 |  | BOSTON MA |  | BOS |  | D |  | D
18 |  | BOZEMAN MT |  | BZN |  | D |  | Origin Only
19 |  | BRISTOL TN / VA |  | TRI |  | D |  | Origin Only
20 |  | BUFFALO NY |  | BUF |  | D |  | D
21 |  | BURBANK CA |  | BUR |  | D |  | D
22 |  | BURLINGTON VT |  | BTV |  | D |  | D
23 |  | BUTTE MT |  | BTM |  | D |  | Origin Only
24 |  | CASPER WY |  | CPR |  | D |  | Origin Only
25 |  | CEDAR RAPIDS IA |  | CID |  | D |  | D
26 |  | CHARLESTON WV |  | CRW |  | D |  | D
27 |  | CHARLOTTE NC |  | CLT |  | D |  | D
28 |  | CHATTANOOGA P&DC TN |  | CHA |  | D |  | D
29 |  | CHEYENNE WY |  | CYS |  | D |  | Origin Only
30 |  | CHICAGO IL |  | ORD |  | D |  | D
31 |  | CINCINNATI OH |  | CVG |  | D |  | D
32 |  | CLEVELAND OH |  | CLE |  | D |  | D

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

|  | Air Cargo Network City |  | Service Point |  | Tender Code |  | Delivery Code
33 |  | COLORADO SPRINGS CO |  | COS |  | D |  | D
34 |  | COLUMBIA SC |  | CAE |  | D |  | D
35 |  | COLUMBUS OH |  | CMH |  | D |  | D
36 |  | DALLAS TX |  | DFW |  | D |  | D
37 |  | DAYTON OH |  | DAY |  | D |  | D
38 |  | DENVER CO |  | DEN |  | D |  | D
39 |  | DES MOINES IA |  | DSM |  | D |  | D
40 |  | DETROIT MI |  | DTW |  | D |  | D
41 |  | DULLES VA |  | IAD |  | D |  | D
42 |  | DULUTH MN |  | DLH |  | D |  | D
43 |  | DURANGO CO |  | DRO |  | D |  | Origin Only
44 |  | EL PASO TX |  | ELP |  | D |  | D
45 |  | ELM NY |  | ELM |  | D |  | D
46 |  | EUGENE OR |  | EUG |  | D |  | Origin Only
47 |  | FAIRBANKS AK |  | FAI |  | D |  | Origin Only
48 |  | FLINT P&DC MI |  | FNT |  | D |  | D
49 |  | FORT MYERS P&DC FL |  | RSW |  | E |  | F
50 |  | FORT WAYNE IN P&DC |  | FWA |  | D |  | D
51 |  | FRESNO CA |  | FAT |  | D |  | D
52 |  | FT LAUDERDALE FL |  | FLL |  | D |  | F
53 |  | FARGO ND |  | FAR |  | D |  | D
54 |  | GRAND JUNCTION CO |  | GJT |  | D |  | Origin Only
55 |  | GRAND RAPIDS MI |  | GRR |  | D |  | D
56 |  | GREAT FALLS MT |  | GTF |  | D |  | D
57 |  | GREENSBORO NC |  | GSO |  | D |  | D
58 |  | GREENVILLE SC |  | GSP |  | D |  | D
59 |  | HARRISBURG PA |  | MDT |  | D |  | D
60 |  | HARTFORD CT |  | BDL |  | D |  | D
61 |  | HELENA MT |  | HLN |  | D |  | Origin Only
62 |  | HONOLULU HI |  | HNL |  | D |  | D
63 |  | HOUSTON TX |  | IAH |  | D |  | D
64 |  | HUNTSVILLE P&DF AL |  | HSV |  | D |  | D
65 |  | INDIANAPOLIS IN |  | IND |  | D |  | D
66 |  | JACKSON MS |  | JAN |  | C |  | C
67 |  | JACKSONVILLE FL |  | JAX |  | E |  | F
68 |  | JFK NY |  | JFK |  | BD |  | D
69 |  | KALISPELL MT |  | FCA |  | D |  | Origin Only
70 |  | KANSAS CITY MO |  | MCI |  | D |  | D
71 |  | KNOXVILLE TN |  | TYS |  | D |  | D
72 |  | LAS VEGAS NV |  | LAS |  | D |  | D
73 |  | LITTLE ROCK AR |  | LIT |  | C |  | C
74 |  | LONG BEACH CA |  | LGB |  | D |  | Origin Only
75 |  | LOS ANGELES CA |  | LAX |  | D |  | D
76 |  | LOUISVILLE KY |  | SDF |  | D |  | D
77 |  | LUBBOCK TX |  | LBB |  | D |  | D
78 |  | MADISON WI |  | MSN |  | D |  | D
79 |  | MANCHESTER NH |  | MHT |  | D |  | D
80 |  | MCALLEN TX |  | MFE |  | D |  | Origin Only
81 |  | MEDFORD OR |  | MFR |  | D |  | Origin Only

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

|  | Air Cargo Network City |  | Service Point |  | Tender Code |  | Delivery Code
82 |  | MEMPHIS TN |  | MEM |  | D |  | D
83 |  | MIAMI FL |  | MIA |  | D |  | F/D
84 |  | MILWAUKEE WI |  | MKE |  | D |  | D
85 |  | MINNEAPOLIS MN |  | MSP |  | D |  | D
86 |  | MINOT ND |  | MOT |  | D |  | Origin Only
87 |  | MISSOULA MT |  | MSO |  | D |  | Origin Only
88 |  | MOBILE AL |  | MOB |  | D |  | D
89 |  | NASHVILLE TN |  | BNA |  | D |  | D
90 |  | NEW ORLEANS LA |  | MSY |  | D |  | D
91 |  | NEWARK NJ |  | EWR |  | E |  | F
92 |  | NORFOLK VA |  | ORF |  | D |  | D
93 |  | OAKLAND CA |  | OAK |  | D |  | D
94 |  | OKLAHOMA CITY OK |  | OKC |  | D |  | D
95 |  | OMAHA NE |  | OMA |  | D |  | D
96 |  | ONTARIO CA |  | ONT |  | D |  | D
97 |  | ORANGE COUNTY AIRPORT |  | SNA |  | D |  | Origin Only
98 |  | ORLANDO FL |  | MCO |  | A |  | D
99 |  | PALM BEACH FL |  | PBI |  | D |  | D (T-F) / G (Sat)
100 |  | PASCO WA |  | PSC |  | D |  | Origin Only
101 |  | PEORIA MPO IL |  | PIA |  | D |  | D
102 |  | PHILADELPHIA PA |  | PHL |  | D |  | D
103 |  | PHOENIX AZ |  | PHX |  | D |  | D
104 |  | PITTSBURGH PA |  | PIT |  | D/E |  | D
105 |  | POCATELLO ID |  | PIH |  | D |  | Origin Only
106 |  | PORTLAND ME |  | PWM |  | D |  | D
107 |  | PORTLAND OR |  | PDX |  | D |  | D
108 |  | PRESQUE ISLE ME |  | PQI |  | D |  | D
109 |  | PROVIDENCE RI |  | PVD |  | D |  | D
110 |  | RALEIGH NC |  | RDU |  | D |  | D
111 |  | RAPID CITY SD |  | RAP |  | D |  | Origin Only
112 |  | RENO NV |  | RNO |  | D |  | D
113 |  | RICHMOND VA |  | RIC |  | D |  | D
114 |  | ROANOKE VA |  | ROA |  | D |  | D
115 |  | ROCHESTER MN |  | RST |  | D |  | D
116 |  | ROCHESTER NY |  | ROC |  | D |  | D
117 |  | ROCK SPRINGS WY |  | RKS |  | D |  | Origin Only
118 |  | SACRAMENTO CA |  | SMF |  | D |  | D
119 |  | SALISBURY |  | SBY |  | D |  | Origin Only
120 |  | SALT LAKE CITY UT |  | SLC |  | E |  | F
121 |  | SAN ANTONIO TX |  | SAT |  | D |  | D
122 |  | SAN DIEGO CA |  | SAN |  | D |  | D
123 |  | SAN FRANCISCO CA |  | SFO |  | E/D |  | F/D
124 |  | SAN JOSE CA |  | SJC |  | D |  | D
125 |  | SAN JUAN PR |  | SJU |  | D |  | D
126 |  | SAVANNAH P&DF GA |  | SAV |  | D |  | D
127 |  | SEATTLE WA |  | SEA |  | D |  | D
128 |  | SHREVEPORT LA |  | SHV |  | D |  | D
129 |  | SIOUX CITY IA |  | SUX |  | D |  | Origin Only
130 |  | SOUIX FALLS SD |  | FSD |  | D |  | D

Air Cargo Network

Contract ACN-13-FX

Attachment 4: Operating Plan, Night Network

|  | Air Cargo Network City |  | Service Point |  | Tender Code |  | Delivery Code
131 |  | SOUTH BEND IN P&DC |  | SBN |  | D |  | D
132 |  | SPOKANE WA |  | GEG |  | D |  | D
133 |  | SPRINGFIELD MO |  | SGF |  | D |  | D
134 |  | ST CLOUD MN |  | STC |  | D |  | Origin Only
135 |  | ST LOUIS MO |  | STL |  | D |  | D
136 |  | STEWART NY 125 |  | SWF |  | D |  | D
137 |  | SYRACUSE NY |  | SYR |  | D |  | D
138 |  | TALLAHASSEE P&DF FL |  | TLH |  | D |  | D
139 |  | TAMPA FL |  | TPA |  | A |  | D
140 |  | TRAVERSE CITY MI |  | TVC |  | D |  | D
141 |  | TUCSON AZ |  | TUS |  | D |  | D
142 |  | TULSA OK |  | TUL |  | D |  | D
143 |  | TWIN FALLS ID |  | TWF |  | D |  | Origin Only
144 |  | WATERLOO IA |  | ALO |  | D |  | Origin Only
145 |  | WAUSAU WI |  | CWA |  | D |  | D
146 |  | WENATCHEE WA |  | EAT |  | D |  | Origin Only
147 |  | WICHITA KS |  | ICT |  | D |  | D
148 |  | YAKIMA WA |  | YKM |  | D |  | Origin Only

Attachment 5 – Reserved

April 23, 2013

Air Cargo Network

Contract ACN-13-FX

Attachment 6: Postal Furnished Property

Attachment 6

Postal Furnished Property

April 16, 2013

Description |  | Quantity Memphis: |  | Quantity Indianapolis |  | Quantity Oakland
Computer Workstation |  | 1* |  |  |  |
Hand Scanners |  | 14 |  |  |  |
Intermec Printers |  | 14 |  | 8 |  |
Keyboards / Mouse |  | 14 |  | 9 |  | 6
Keyboards / Mouse |  | 1 |  |  |  |
Monitor |  | 1 |  |  |  |
Monitors |  | 14 |  |  |  |
MSWYB-2 HP Computers |  | 14 |  |  |  |
Router |  | 1 |  | 1 |  | 1
S-AMS Computer & Monitor |  | 1** |  | 9 |  | 6
Scales |  | 4 |  |  |  |

* | TIMES computer located at the Truck Gate office

** | Located at FedEx administrative offices

Air Cargo Network

Contract ACN-13-FX

Attachment 7: Electronic Data Interchange Service Requirements

Attachment 7

Electronic Data Interchange Service Requirements

September 1, 2012

Part I – RESDIT

Part II – CARDIT

Part III – INVOIC

Part IV - Claims

Refer to the rtf files provided with the contract.

** | The Electronic Data Interchange Service Requirements referred to above consist of standard electronic data interchange (EDI) guidelines issued by the postal service and used to establish payment remittance processes. Because of the volume of information in Attachment 7, none of which is material, it has been omitted from this exhibit. FedEx Corporation will furnish supplementally a copy of this Attachment 7 to the Securities and Exchange Commission upon request.

Air Cargo Network

Contract ACN-13-FX

Attachment 8: Investigative / Security Protocol and Guidelines

Attachment 8

Investigative / Security Protocol and Guidelines

U.S. Postal Inspection Service

July 2012

This document contains a statement of principles which will be used by the U.S. Postal Inspection Service (“Inspection Service”) and the aviation supplier to address U.S. Mail investigations and security matters related to contract ACN-13-FX (“the Agreement”) between the aviation supplier and the United States Postal Service (“the Postal Service”). This statement of principles is not intended to be all-inclusive but is designed to provide a broad framework that will allow flexibility for the parties to accomplish their respective security and investigative missions. In no event should this statement of principles be construed as an expansion of the aviation supplier’s obligations or the Inspection Service’s authority under any applicable law or regulation or to expand either party’s rights or obligations under the Agreement. For purposes of this statement of principles, the term “mail” shall hereinafter mean any item that is tendered to the aviation supplier by the Postal Service for transportation. This statement of principles is based on open communication and cooperation between the parties at each organizational level to the fullest extent possible in postal-related matters.

Coordination

| 1. | The local contact points for the coordination of any mail related investigations and security issues related to this agreement will be at the aviation supplier’s Security Director level and the Inspection Service Division level. (Attachment A: Postal Contact Listing and Attachment B: Aviation supplier Contact Listing for Postal Service Inspectors)

| 2. | The aviation supplier’s Corporate Security and the Inspection Service, Deputy Chief Inspector, Headquarters Operations, will address all policy issues and any investigative or operational issues not resolved at the local level.

Communication

| 1. | The aviation supplier Security will notify the appropriate Inspection Service Division of any known theft, vandalism or criminal activity involving the mail while in the custody of the aviation supplier.

| 2. | The Inspection Service Division will notify the appropriate aviation supplier representative of any criminal activity or security issues related issues to the mail that is handled by the aviation supplier.

| 3. | The parties will cooperate and assist, with relevant security and investigative information related to the transportation and handling of the mail and with the aviation supplier facilities and equipment on postal owned or leased property.

Security of U.S. Mails

| 1. | While in the custody of the aviation supplier, its employees or agents, mail may not be opened, searched or seized unless (a) expressly authorized by a Postal Inspector or (b) as required by a properly executed federal search warrant. The aviation supplier shall notify a Postal Inspector of any warrants served for mail in the custody of the aviation supplier before coordinating the warrant execution.

| 2. | Address information from the mail in the custody and control of the aviation supplier may not be recorded or disclosed by the aviation supplier employees, except as required for operational purposes regarding the sortation and transportation of the mail. Address information from the mail may only be disclosed to another law enforcement or government agency upon express approval by a Postal Inspector in accordance with postal regulations.

Air Cargo Network

Contract ACN-13-FX

Attachment 8: Investigative / Security Protocol and Guidelines

The aviation supplier shall notify a Postal Inspector of all requests from law enforcement for information about mail in the custody of the aviation supplier.

| 3. | In situations where the aviation supplier has reason to believe that mail contains dangerous or injurious contents (including hazmat) that pose potential danger to the aviation supplier’s employees, customers, equipment, products or facilities, the aviation supplier may take actions necessary to secure the item and minimize the risk. In these situations, the Inspection Service immediately will be notified and the aviation supplier and the Inspection Service will coordinate the disposition of the item.

| 4. | In situations where the Inspection Service identifies dangerous or hazardous mail that was transported by the aviation supplier that posed a risk to the aviation supplier’s employees, equipment, products or facilities, the Inspection Service immediately will notify the aviation supplier’s Security.

| 5. | Mail security regulations from the Administrative Support Manual, section 274, apply to this contract.

Investigations

| 1. | The aviation supplier’s Security will notify the Inspection Service of all investigative and security issues affecting the mail in the custody of the aviation supplier.

| 2. | The Inspection Service will be responsible for conducting all criminal investigations involving the theft or obstruction of mail or contraband found in the mail while in the aviation supplier’s system and for criminal activities directed at the aviation supplier’s equipment, facilities, customers, or employees on postal owned or leased property. The Inspection Service will give, as much notice to the aviation supplier involving the aviation supplier’s property or employees, and will coordinate with the aviation supplier to prevent disruption to the aviation supplier’s business operations consistent with the obligation under the Noninterference section of this document.

Criminal and Administrative Proceedings

| 1. | The aviation supplier (subject to the receipt of a properly issued subpoena or other compulsory process) and Inspection Service personnel may serve as witnesses in criminal and administrative proceedings that result from these investigations.

Access to the Aviation Supplier’s Operations, Facilities, Personnel and Loss Data

| 1. | The Inspection Service acknowledges that the prime responsibility of the aviation supplier lies in the safe and expeditious movement of cargo. The Inspection Service agrees not to direct any aviation supplier personnel to facilitate the operations of a law enforcement agency.

| 2. | Subject always to the matters addressed under the heading Noninterference below, the aviation supplier will provide the Inspection Service with reasonable access to its facilities, operations, and records when necessary for investigations involving the mail, as mutually agreed upon by the local Postal Inspector and local security.

| 3. | The aviation supplier will coordinate interviews of its employees with the Inspection Service relevant to their investigations involving the mail. Except as otherwise agreed upon, it is within the aviation supplier’s sole discretion, whether investigative interviews of the aviation supplier’s employees by the Inspection Service shall occur on the aviation supplier’s facilities or property. The aviation supplier may not participate in custodial interviews conducted by Postal Inspectors.

| 4. | Investigative reports prepared by the aviation supplier will be provided to the Inspection Service in response to a validly issued subpoena after the aviation supplier’s investigation has

Air Cargo Network

Contract ACN-13-FX

Attachment 8: Investigative / Security Protocol and Guidelines

| been completed. The aviation supplier’s management will make independent determinations about the discipline or discharge of any of the aviation supplier’s employee. The Inspection Service shall not attempt to dictate, direct or carry out such actions.

| 5. | The Inspection Service will provide its investigative reports to the aviation supplier through the Postal Service Contracting Officer and will provide an information copy directly to the aviation supplier.

Surveillance Operations

| 1. | The aviation supplier will provide access to its own CCTV systems and will assist the Inspection Service with the installation of temporary camera systems required in investigations involving the mail. The installation of Inspection Service camera systems will be in compliance with federal and state laws governing video surveillance investigations, and the aviation supplier’s privacy policies.

| 2. | Upon request of the aviation supplier, the Inspection Service will share the information obtained from the use of its investigative camera systems installed in the aviation supplier’s facilities and other surveillance equipment used in their investigations.

Undercover Operations

| 1. | The aviation supplier may, subject to the heading Noninterference below, authorize the temporary placement of Inspection Service undercover personnel in its facilities where deemed necessary for investigations involving the mail, provided, however, in no circumstances will the aviation supplier be responsible for any controlled deliveries.

| 2. | The Postal Service will defend and indemnify the aviation supplier for any loss, damage or other liability arising from the use of undercover personnel in the aviation supplier’s facilities.

Contingency Planning and Notification

| 1. | The aviation supplier will ensure the Inspection Service is listed as a party to be notified in its critical incident or contingency plans related to the loss, destruction, or delay of the mail caused by catastrophic losses of an aircraft or other vehicle transporting the mail, or at the aviation supplier’s facility. The aviation supplier will cooperate with the Inspection Service in the recovery of the mail where reasonable.

Overgoods Operations

| 1. | The aviation supplier will provide security to any identified mail or mail contents processed in its overgoods operations and will ensure its transfer to the Postal Service in accordance with standard operating plans.

| 2. | When directly relevant to mail security and investigations, the aviation supplier may, in its sole discretion, provide information to the Inspection Service regarding losses of the aviation supplier’s product identified in its overgoods operations.

Air Cargo Network

Contract ACN-13-FX

Attachment 8: Investigative / Security Protocol and Guidelines

Protection and Disclosure of Information from Investigations

| 1. | The aviation supplier and the Inspection Service agree to protect all information obtained in the course of their respective investigations from any unauthorized disclosure. Any confidential, proprietary, privileged, or otherwise sensitive information obtained during the course of an investigation will be handled under mutual agreement between the Inspection Service and the aviation supplier.

| 2. | All information related to Inspection Service investigations involving mail in the aviation supplier’s system or investigations of the aviation supplier’s employees will be maintained in the Inspection Service Investigative File System as prescribed by the Privacy Act of 1974, 5 U.S.C. 552a. Any requests by third parties for records maintained in this system will be processed in accordance with requirements of the Privacy Act and applicable privacy policies of the aviation supplier.

| 3. | All public disclosures of information related to investigations conducted by the Inspection Service and THE AVIATION SUPPLIER Security, including media requests or press releases, will be coordinated between and approved by the Inspection Service and the aviation supplier in accordance with a mutually agreed communications plan and the aviation supplier’s privacy policies.

Noninterference

| 1. | The Inspection Service agrees that in the exercise of its rights under this protocol it will not disrupt or interfere with any of the aviation supplier’s operations.

Modifications

| 1. | This protocol and guidelines may be modified based on the mutual agreement of the aviation supplier and the Inspection Service.

Postal Contact for Inspectors

Contact Number: 877-876-2455

Option 2 Emergency

Option 3 Mail Theft

Air Cargo Network

Contract ACN-13-FX

Attachment 9: Wage Determination

Attachment 9

Wage Determination

October 31, 2012

Due to the size and complexity of this solicitation, it is impracticable to attach all relevant wage determinations to the solicitation packet. In lieu of a physical attachment, the Postal Service has worked with the Department of Labor to provide instructions to potential contractors for accessing the wage determination(s) on the Department of Labor website. The instructions are as follows:

Current wage determinations can be found at www.wdol.gov. This is the official Department of Labor website from which to access wage determinations. To access wage determinations, enter the website and click “Selecting SCA WDs” under the column heading “Service Contract Act.” Use the drop down menu to select the state and county for the designated wage determination, and then click “Continue.” Answer “No” for the question “Were these services previously performed at this locality under an SCA-covered contract?” Answer “No” for the question “Are the contract services to be performed listed below as Non-Standard Services?” Click on the Printer Friendly Version for a full view and printable Wage Determination. Identify the SCA wage determination(s), including determination number, revision date, and state and counties that were used to determine that the rates offered are in compliance on Attachment 13: Service Contract Act Wage Determinations.* The revision numbers of the wage determinations listed in the solicitation index of wage determinations should be used in the comparisons. For all the identified SCA eligible labor categories, map the SCA equivalent labor category title (titles/descriptions available at http://www.wdol.gov. Click on the “library” link, then download the SCA Directory of Occupations, 5th Edition). Also identify the Wage Determination number that the labor categories in your offer are predicated. Note that the applicable revision number for all Wage Determination numbers is the revision number identified in the solicitation index of wage determinations. In those instances where the aviation supplier has a non-standard classification (a standard wage does not fit the work category) that requires a special SCA wage determination, the aviation supplier must contact the Postal Service Contracting Officer at:

Manager, Air Transportation CMC

475 L’ Enfant Plaza SW, Room 1P650

Washington, DC 20260-0650

Although the aviation supplier assumes sole responsibility to faithfully discharge all duties and obligations with regards to wage determinations imposed by the Department of Labor, the Postal Service will assist the aviation supplier upon the aviation supplier’s request, to the extent necessary, in selecting the appropriate wage determinations.

The aviation supplier should review the Service Contract Act Directory of Occupations to confirm whether the positions the aviation supplier wishes to offer fit into the currently published occupation titles under the wage determination. If the position will not fit into any of the currently published occupation titles, please review the instructions in the wage determination entitled “The process for preparing a conformance request.” In accordance with the Department of Labor instructions (that can be found at www.wdol.gov) in each wage determination, entitled Conformance Process, any class of service employee that is not listed therein and that is to be employed under the contract (i.e., the work to be performed is not performed by any classification listed in the wage determination) must be classified by the contractor so as to provide a reasonable relationship (i.e., appropriate level of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed classes of employees shall be paid the monetary wages and furnished the fringe benefits as are determined. Such conforming process shall be initiated by the contractor prior to the performance of contract work by such unlisted class(es) of employees. The conformed classification, wage rate, and/or fringe benefits shall be retroactive to the commencement date of the contract.

Air Cargo Network

Contract ACN-13-FX

Attachment 9: Wage Determination

* | Given the desire of the offerors to seek additional information from the Department of Labor regarding the applicability of the Service Contract Act to the contract(s) that may result from this solicitation, the completed submission of Attachment 13: Service Contract Act Wage Determination may be delayed until a mutually agreeable date prior to contract award. As a condition of acceptance of the offeror’s proposal(s), the offeror must explicitly state that the proposed pricing will hold firm irrespective of any determination made by the Department of Labor.

Proprietary Information — Competition Sensitive

Attachment 10 - Pricing Day Network (Proposal 2F) |  | 2/27/2017

[*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Attachment 10 - Pricing Night Network (Proposal 2B) |  | 18-Apr-13

[*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Attachment 10 - Pricing |  | 6/27/2014 |  |

[*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 11: Perishable Mail and Lives

Attachment 11

Perishable Mail and Lives

April 22, 2013

The aviation supplier will accept perishable mail and live animals as specified under Domestic Mail Manual 601, subsection 9.3, effective on June 19, 2006. All live animal shipments are designated as ‘air only’ shipments.

The Postal Service will tender perishable mail and live animal shipments to the aviation supplier for the Day Network, Tuesday through Saturday, and for the Night Network, Monday through Friday. Due to potential extended delivery times, the Postal Service will not tender any live animal shipments the day before a holiday.

All volume for perishable mail and live animals will be planned during the Ordering Process.

The Postal Service will be required to supply each air stop with a determined number of coverings of loosely woven material for covering the live animal shipments in weather events.

The Postal Service shall ensure that its Terminal Handling Suppliers follow the procedures established by the aviation supplier for the proper loading and securing of live animal shipments.

For the Day and Night Networks, all bee shipments must be tendered separately from all other shipments. Bee shipments are prohibited on the aviation supplier’s Feeder Network.

The aviation supplier will provide specific details on the pallet building for live animal shipments.

The Postal Service will tender all live animals with a ULD D&R tag attached to the cargo net. The D&R tag will be attached to a manila tag (supplied by the Postal Service) and secured to the net with a cable tie.

Day Network

All live animal shipments must be tendered to the aviation supplier on an aircraft pallet per the market aircraft type as provided by the aviation supplier. The pallet types and aircraft assignment per air stop will be provided by the aviation supplier Tender will be by the ’All Mail Due Aviation Supplier’ column as shown in Attachment 3: Operating Plan, Day Network.

Night Network

The aviation supplier will accept live animals for loose loading for the Night Network. The aviation supplier will accept a maximum of two hundred (200) cubic feet (approximately twenty (20) pieces) of live animals for loose loading at the time specified in the ‘All Mail Due Aviation Supplier’ column in Attachment 4: Operating Plan, Night Network. For more than two hundred (200) cubic feet, the Postal Service will be required to tender no less than two (2) hours prior to the scheduled aircraft departure. More time may be required based on volume and local ramp circumstances.

Terminal Handling

The Postal Service will not place live animals inside of a closed ULD. All live animals will be shipped via pallet which will be provided by the aviation supplier. Live animal shipments will be maintained in an upright position throughout the transportation process to prevent fatality. The Postal Service will not accept or load any shipment that appears to be damaged. The Postal Service will ensure four (4) inches of air space around the perimeter of stacks of boxes. The ‘spacers / pallets’ used between the stacks of live animals will be provided by the Postal Service.

Air Cargo Network

Contract ACN-13-FX

Attachment 11: Perishable Mail and Lives

The live animals cannot be left in direct sunlight for extended periods. Additionally, the live animals cannot be left in drafty areas or exposed to exhaust fumes. Live animals cannot be placed near dry ice shipments. If for any particular trunk flight for any origin or destination air stop on the Night Network there is more than 1,000 pounds of dry ice, any live animal shipments will be rolled to the following Day Network operation. If it is necessary to roll live animal shipments to the following Day Network operation, the aviation supplier will not incur a reduction in payment for the applicable live animal shipments. On the Day Network, live animal shipments have priority over dry ice. Live animal shipments cannot be covered with any plastic. Cargo or mail cannot be placed on top of live animals.

Attachment 12 – Reserved

April 23, 2013

Air Cargo Network

Contract ACN-13-FX

Attachment 13: Service Contract Act Wage Determinations

October 31, 2016

Attachment 13

Service Contract Act Wage Determinations

October 31, 2016

[*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 14: Contract Density

Attachment 14

Contract Density for the Day Network

August 23, 2016

“Contract Density” will be measured by the invoicing system of record. It will measure the density (pounds per cubic foot) to be used as referenced in the following sections of the contract:

| • |  | Part 1: Statement of Work; Reduction in Payment

| • |  | Part 1: Statement of Work; Payment Processing - Day Network - Per Cube, Mail Tendered in ULDs

| • |  | Part 1: Statement of Work; Payment Processing - Day Network - Per Cube, Mail Tendered from Surface Trucks

| • |  | Part 1: Statement of Work; Payment Processing - Day Network - Per Cube, Mail Tendered from Ad Hoc Trucks into the Aviation Supplier Hub

“Contract Density” will be calculated based on the sum of all assigned rounded weights for handling types “D” (loose Mixed Handling Units), “F” (loose Ad Hoc Truck Handling Unit) minus any type “D” and “F” shipments that should have been classified as type “E” (loose USPS trucking origin units), and “M” (Day Hub assignments) minus handling type “M”s that were matched to loose Handling Units in the contingency process (MCX). The total of these pounds will be divided by the total Cubic Feet of all D&Rs rated as handling types “C” (Mixed ULDs) and “H” (Partial Containers). The Cubic Feet used for Adhoc trucking volume for density calculations will be 3790. The density calculation will be rounded to the nearest hundredth.

“Contract Density” will be based on the actual density calculated from two operating periods prior to the operating period being invoiced. With the following exceptions, “Peak Season” (December Operating Period) “Contract Density” will use the actual density from the prior year’s Peak Season. Both, January and February Operating Periods will use the actual November density from the same contract (fiscal) year.

This “Contract Density” measurement process will begin with Operating Period 11and continue through the end of the contract unless the parties mutually agree to a change. For Operating Periods 9 and 10, “Contract Density” will be calculated using data from the invoice of record, and the process outlined in the legacy system associated with contract FXNET-2006-01 from Operating Periods 7 and 8.

In addition, for Operating Periods 1 through 8, the Postal Service and FedEx agree to reconcile each Operating Period using the actual density as measured under the prior contract, FXNET-2006-01, and agreed to by both parties as shown in the table below.

Air Cargo Network

Contract ACN-13-FX

Attachment 14: Contract Density

The agreed to “Contract Density” to be used for the contract measurement and during the Reconciliation Process is as follows (Operating Periods through 84 are shown below, the process described above will be followed for all future Operating Periods):

Operating Period |  | Contract Density |  | Process
1 (Oct-13) |  | [*] |  | Recalculate using this actual density
2 (Nov-13) |  | [*] |  | Recalculate using this actual density
3 (Dec-13) |  | [*] |  | Recalculate using this actual density
4 (Jan-14) |  | [*] |  | Recalculate using this actual density
5 (Feb-14) |  | [*] |  | Recalculate using this actual density
6 (Mar-14) |  | [*] |  | Recalculate using this actual density
7 (Apr-14) |  | [*] |  | Recalculate using this actual density
8 (May-14) |  | [*] |  | Recalculate using this actual density
9 (Jun-14) |  | 14-Apr |  | Two Prior OP Actual
10 (Jul-14) |  | 14-May |  | Two Prior OP Actual
11 (Aug-14) |  | 14-Jun |  | Two Prior OP Actual
12 (Sep-14) |  | 14-Jul |  | Two Prior OP Actual
13 (Oct-14) |  | 14-Aug |  | Two Prior OP Actual
14 (Nov-14) |  | 14-Sep |  | Two Prior OP Actual
15 (Dec-14) |  | [*] |  | Previous Year’s Actual Density
16 (Jan-15) |  | 14-Nov |  | Two Prior OP Actual
17 (Feb-15) |  | 14-Nov |  | Three Prior OP Actual
18 (Mar-15) |  | 15-Jan |  | Two Prior OP Actual
19 (Apr-15) |  | 15-Feb |  | Two Prior OP Actual
20 (May-15) |  | 15-Mar |  | Two Prior OP Actual
21 (Jun-15) |  | 15-Apr |  | Two Prior OP Actual
22 (Jul-15) |  | 15-May |  | Two Prior OP Actual
23 (Aug-15) |  | 15-Jun |  | Two Prior OP Actual
24 (Sep-15) |  | 15-Jul |  | Two Prior OP Actual
25 (Oct-15) |  | 15-Aug |  | Two Prior OP Actual
26 (Nov-15) |  | 15-Sep |  | Two Prior OP Actual
27 (Dec-15) |  | [*] |  | Previous Year’s Actual Density
28 (Jan-16) |  | 15-Nov |  | Two Prior OP Actual
29 (Feb-16) |  | 15-Nov |  | Three Prior OP Actual
30 (Mar-16) |  | 16-Jan |  | Two Prior OP Actual
31 (Apr-16) |  | 16-Feb |  | Two Prior OP Actual
32 (May-16) |  | 16-Mar |  | Two Prior OP Actual
33 (Jun-16) |  | 16-Apr |  | Two Prior OP Actual
34 (Jul-16) |  | 16-May |  | Two Prior OP Actual
35 (Aug-16) |  | 16-Jun |  | Two Prior OP Actual
36 (Sep-16) |  | 16-Jul |  | Two Prior OP Actual
37 (Oct-16) |  | 16-Aug |  | Two Prior OP Actual
38 (Nov-16) |  | 16-Sep |  | Two Prior OP Actual
39 (Dec-16) |  | [*] |  | Previous Year’s Actual Density
40 (Jan-17) |  | 16-Nov |  | Two Prior OP Actual
41 (Feb-17) |  | 16-Nov |  | Three Prior OP Actual
42 (Mar-17) |  | 17-Jan |  | Two Prior OP Actual
43 (Apr-17) |  | 17-Feb |  | Two Prior OP Actual
44 (May-17) |  | 17-Mar |  | Two Prior OP Actual
45 (Jun-17) |  | 17-Apr |  | Two Prior OP Actual
46 (Jul-17) |  | 17-May |  | Two Prior OP Actual
47 (Aug-17) |  | 17-Jun |  | Two Prior OP Actual
48 (Sep-17) |  | 17-Jul |  | Two Prior OP Actual

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 14: Contract Density

Operating Period |  | Contract Density |  | Process
45 (Jun-17) |  | 17-Apr |  | Two Prior OP Actual
46 (Jul-17) |  | 17-May |  | Two Prior OP Actual
47 (Aug-17) |  | 17-Jun |  | Two Prior OP Actual
48 (Sep-17) |  | 17-Jul |  | Two Prior OP Actual
49 (Oct-17) |  | 17-Aug |  | Two Prior OP Actual
50 (Nov-17) |  | 17-Sep |  | Two Prior OP Actual
51 (Dec-17) |  | [*] |  | Previous Year’s Actual Density
52 (Jan-18) |  | 17-Nov |  | Two Prior OP Actual
53 (Feb-18) |  | 17-Nov |  | Three Prior OP Actual
54 (Mar-18) |  | 18-Jan |  | Two Prior OP Actual
55 (Apr-18) |  | 18-Feb |  | Two Prior OP Actual
56 (May-18) |  | 18-Mar |  | Two Prior OP Actual
57 (Jun-18) |  | 18-Apr |  | Two Prior OP Actual
58 (Jul-18) |  | 18-May |  | Two Prior OP Actual
59 (Aug-18) |  | 18-Jun |  | Two Prior OP Actual
60 (Sep-18) |  | 18-Jul |  | Two Prior OP Actual
61 (Oct-18) |  | 18-Aug |  | Two Prior OP Actual
62 (Nov-18) |  | 18-Sep |  | Two Prior OP Actual
63 (Dec-18) |  | [*] |  | Previous Year’s Actual Density
64 (Jan-19) |  | 18-Nov |  | Two Prior OP Actual
65 (Feb-19) |  | 18-Nov |  | Three Prior OP Actual
66 (Mar-19) |  | 19-Jan |  | Two Prior OP Actual
67 (Apr-19) |  | 19-Feb |  | Two Prior OP Actual
68 (May-19) |  | 19-Mar |  | Two Prior OP Actual
69 (Jun-19) |  | 19-Apr |  | Two Prior OP Actual
70 (Jul-19) |  | 19-May |  | Two Prior OP Actual
71 (Aug-19) |  | 19-Jun |  | Two Prior OP Actual
72 (Sep-19) |  | 19-Jul |  | Two Prior OP Actual
73 (Oct-19) |  | 19-Aug |  | Two Prior OP Actual
74 (Nov-19) |  | 19-Sep |  | Two Prior OP Actual
75 (Dec-19) |  | [*] |  | Previous Year’s Actual Density
76 (Jan-20) |  | 19-Nov |  | Two Prior OP Actual
77 (Feb-20) |  | 19-Nov |  | Three Prior OP Actual
78 (Mar-20) |  | 20-Jan |  | Two Prior OP Actual
79 (Apr-20) |  | 20-Feb |  | Two Prior OP Actual
80 (May-20) |  | 20-Mar |  | Two Prior OP Actual
81 (Jun-20) |  | 20-Apr |  | Two Prior OP Actual
82 (Jul-20) |  | 20-May |  | Two Prior OP Actual
83 (Aug-20) |  | 20-Jun |  | Two Prior OP Actual
84 (Sep-20) |  | 20-Jul |  | Two Prior OP Actual

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 15: Average Weights

Attachment 15

Average Weight

August 23, 2016

This attachment describes the process to establish the Average Weight used for D&Rs (Handling Units) where the actual weight is not available or is not correct. Beginning with Operating Period 1, the process established in contract FXNET-2006-01 (legacy) for Average Weights will be used until the Operating Period during which the Postal Service invoicing system is implemented. Beginning with the Operating Period during which the Postal Service invoicing system is implemented and for all subsequent Operating periods the following process will be in effect:

These average weights will be used in reconciliation and SASS will use these averages weights for all HUP, FXI and FXO assignments.

The average weight will be calculated at the end of each operating period as follows:

Sum the weight of all handling units by invoiced Handling Type.

The Day Turn will include handling types A, D, E, and F total weights divided by the count of D&Rs that the origin is not FXI, FXO or HUP.

The Night Turn will include handling types I and K total weights divided by the count of D&Rs that the origin is not FXI, FXO or HUP.

The result is then rounded to the nearest pound.

The Average Weight calculation from two operating periods prior will be used for the operating period being invoiced and reconciled. This process will not be adjusted or changed in reconciliation.

Air Cargo Network

Contract ACN-13-FX

Attachment 16: Re-labeling / Type M

Matching Process

Attachment 16

Re-labeling / Type M

Matching Process

June 27, 2014

The following payment system process identifies handling units that are missing contractually required scans due to the day Re-Label Process.

The Postal Service payment system, SASS, will identify handling types A, D, E, F, & G with an open bypass deduction code that missing Delivery scans, and do not have third-party THS Break Scans. These handling units will be grouped by RDT date, destination, and D&R. These handling units will be labeled “Bucket 1”.

The Postal Service payment system, SASS, will then identify all handling units with HUP, FXI or FXO origins (handling type “M”) that have a FedEx delivery scan at the correct Service Point. These handling units will be labeled “Bucket 2”.

During the invoice process, for each RDT date, the Postal Service payment system, SASS, will match the “Bucket 1” handling units to the “Bucket 2” handling units that have the same destination and RDT date.

If any “Bucket 1” handling units remain unmatched, the Postal Service payment system, SASS, will then match these handling units to any “Bucket 2” handling units with RDT date + 1 that were not previously used in the matching process.

[*]

Any “Bucket 1” handling unit successfully matched to a “Bucket 2” handling unit will not be subject to the missing scan deductions for fuel or non-fuel described in “Part 1: Statement of Work; Payment Procedures.”

The successfully matched “Bucket 1” handling units will be identified with deduction reason code MCX, cancelling the fuel and non-fuel deductions described in “Part 1: Statement of Work; Payment Procedures.”. These handling units will still maintain performance waiver code 007.

All handling units rated as handling type M will not be subject to missing scan deductions for Nest or Delivery scans described in “Part 1: Statement of Work; Payment Procedures.”

All handling units rated as handling type M will be subject to fuel and non-fuel deductions for scans that are provided at incorrect delivery Service Points described in the “Part 1: Statement of Work; Payment Procedures and Payment Processing – Day Network – Per Cube” sections and as stated above the type M handling units will not meet the “Bucket 2” type M criteria.

All type M handling units with a delivery scan at a correct delivery Service Point will be included in lane performance evaluation and reductions in payment, described in the “Part 1: Statement of Work; Performance Requirements and Measurement and Reduction of Payment” sections.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 16: Re-labeling / Type M

Matching Process

Beginning with the Operating Period during which the Postal Service invoicing system implements the Relabeling / type M Matching process module and for all subsequent Operating Periods, the process described above will be in effect.

For all Operating Periods prior to the Operating Period in which the Postal Service invoicing system is implemented, handling units that qualify as Bucket 1 will not be subject to missing scan deductions for Nest or Delivery scans described in “Part 1: Statement of Work; Payment Procedures.” The Postal Service and FedEx will resolve these handling units during the reconciliation process for each of these Operating Periods.

Beginning with the Operating Period during which the Postal Service invoicing system is implemented and for all subsequent Operating Periods prior to the Operating Period during which the Postal Service invoicing system implements the Relabeling / type M Matching process module, handling units that qualify as Bucket 1 will not be subject to missing scan deductions for Nest or Delivery scans described in “Part 1: Statement of Work; Payment Procedures.” During these periods, the Postal Service invoicing system will execute the missing scan deductions; however, the Postal Service and FedEx will jointly identify and reverse these deductions during the reconciliation process.

Air Cargo Network

Contract ACN-13-FX

Attachment 17: Handling Types

Attachment 17

Handling Types

June 27, 2014

The following list defines Handling Types as referenced in the contract and preceding attachments.

|  | Handling Type |  | Handling Type Description |  |
|  | A |  | Lives Handling Unit |  |
|  | B |  | Bypass Container |  |
|  | C |  | Mixed Container |  |
|  | D |  | Mixed Handling Unit |  |
|  | E |  | Trucked Handling Unit |  |
|  | G |  | Bypass Handling Unit |  |
|  | H |  | Partial Container |  |
|  | I |  | Night Handling Unit |  |
|  | J |  | Night Mixed Container |  |
|  | K |  | Night Lives Handling Unit |  |
|  | L |  | LIV or TRK Container |  |
|  | M |  | HUP Handling Unit |  |

Attachment 18 Volume Acceptance Worksheet - Combined Day O-D and Lane Level - February 27, 2017
Origin Airstop Level Distribution (CUFT) |  | Origin Airstop Level Percentage |  |  |  | Destinating Airstop Level Distribution (CUFT) |  | Destinating Airstop Level Percentage
ADV: |  | [*] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | ADV |  | [*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
SUM: |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | SUM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OAMC |  | Tue-Wed |  | Thu-Fri |  | Sat |  | Sun |  | Tue-Wed |  | Thu-Fri |  | Sat |  | Sun |  |  | DAMC |  | Tue-Wed |  | Thu-Fri |  | Sat |  | Sun |  | Tue-Wed |  | Thu-Fri |  | Sat |  | Sun
ABQ |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ABQ |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ANC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ANC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ATL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ATL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
AUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | AUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BDL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BDL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BHM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BHM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BIL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BIL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BNA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BNA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BOI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BOI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BOS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BOS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BWI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BTR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CLE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BWI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CLT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CLE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CMH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CLT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CRW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CMH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CVG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CRW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DEN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CVG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DFW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DAY |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DSM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DEN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DTW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DFW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ELP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DSM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
EWR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DTW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
FAR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ELP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
FSD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | EWR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GEG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | FAR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GRR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | FSD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GSO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | GEG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GTF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | GRR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
HNL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | GSO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
IAD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | HNL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
IAH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | IAD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ICT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | IAH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
IND |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ICT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
JAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | IND |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
JAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | JAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
JFK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | JAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LAS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | JFK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | LAS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]

*Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

LBB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MCI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MCO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MEM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MHT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MIA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MKE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MLI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MOB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MSP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MSY |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OAK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OKC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OMA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ONT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PDX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RDU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RIC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RNO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ROC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SDF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SEA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SFO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SGF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SHV |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SJU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SLC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SMF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SPI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
STL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TPA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TYS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]

LAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LBB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MCI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MCO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MEM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MHT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MIA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MKE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MOB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MSP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MSY |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OAK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OKC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OMA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ONT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PDX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PNS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PWM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RDU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RIC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RNO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ROC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SDF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SEA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SFO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SHV |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SJU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SLC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SMF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SQI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
STL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TPA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TYS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]

*Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Attachment 18 Volume Acceptance Worksheet - Daily O-D and Lane Level - February 27, 2017
Origin Airstop Level Distribution (CUFT) |  |  |  | Origin Airstop Level Percentage |  |  |  |  |  |  |  | Destinating Airstop Level Distribution (CUFT) |  | Destinating Airstop Level Percentage |  |  |  |
ADV: |  | [*] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | ADV |  | [*] |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SUM: |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | SUM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OAMC |  | TUE |  | Wed |  | Thu |  | Fri |  | Sat |  | Sun |  | TUE |  | Wed |  | Thu |  | Fri |  | Sat |  | Sun |  |  | DAMC |  | TUE |  | Wed |  | Thu |  | Fri |  | Sat |  | Sun |  | TUE |  | Wed |  | Thu |  | Fri |  | Sat |  | Sun
ABQ |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ABQ |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ANC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ANC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ATL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ATL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
AUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | AUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BDL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BDL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BHM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BHM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BIL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BIL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BNA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BNA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BOI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BOI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BOS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BOS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
BWI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BTR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CLE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | BWI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CLT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CLE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CMH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CLT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CRW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CMH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
CVG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CRW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DEN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | CVG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DFW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DAY |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DSM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DEN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
DTW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DFW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ELP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DSM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
EWR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | DTW |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
FAR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ELP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
FSD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | EWR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GEG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | FAR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GRR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | FSD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GSO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | GEG |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
GTF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | GRR |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
HNL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | GSO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
IAD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | HNL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
IAH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | IAD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ICT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | IAH |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
IND |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | ICT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
JAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | IND |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
JAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | JAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
JFK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | JAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LAS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | JFK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | LAS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LBB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | LAX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
LIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | LBB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MCI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | LIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MCO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | MCI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MEM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | MCO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MHT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | MEM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MIA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | MHT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MKE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | MIA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MLI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | MKE |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MOB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  |  | MOB |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]

*Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

MSP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MSY |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OAK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OKC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OMA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ONT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PDX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RDU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RIC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RNO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ROC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SDF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SEA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SFO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SGF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SHV |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SJU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SLC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SMF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SPI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
STL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TPA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TYS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]

MSP |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
MSY |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OAK |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OKC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
OMA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ONT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORD |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ORF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PDX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PHX |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PIT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PNS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
PWM |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RDU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RIC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
RNO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
ROC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAN |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SAT |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SDF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SEA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SFO |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SHV |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SJU |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SLC |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SMF |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
SQI |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
STL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TPA |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUL |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TUS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
TYS |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]

*Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 19: First Class Required Delivery Times

Attachment 19

First Class Required Delivery Times

October 31, 2016

AMC |  | RDT Needed for 0800 at all plants |
ABQ |  |  | [*] |
ANC |  |  | [*] |
ATL |  |  | [*] |
AUS |  |  | [*] |
BDL |  |  | [*] |
BHM |  |  | [*] |
BIL |  |  | [*] |
BNA |  |  | [*] |
BOI |  |  | [*] |
BOS |  |  | [*] |
BWI |  |  | [*] |
CLE |  |  | [*] |
CLT |  |  | [*] |
CMH |  |  | [*] |
CRW |  |  | [*] |
CVG |  |  | [*] |
DEN |  |  | [*] |
DFW |  |  | [*] |
DSM |  |  | [*] |
DTW |  |  | [*] |
ELP |  |  | [*] |
EWR |  |  | [*] |
FSD |  |  | [*] |
GEG |  |  | [*] |
FAR |  |  | [*] |
GRR |  |  | [*] |
GSO |  |  | [*] |
GTF |  |  | [*] |
HNL |  |  | [*] |
IAD |  |  | [*] |
IAH |  |  | [*] |
ICT |  |  | [*] |
IND |  |  | [*] |
JAN |  |  | [*] |
JAX |  |  | [*] |
JFK |  |  | [*] |
LAS |  |  | [*] |
LAX |  |  | [*] |
LBB |  |  | [*] |
LIT |  |  | [*] |
MCI |  |  | [*] |
MCO |  |  | [*] |
MEM |  |  | [*] |
MHT |  |  | [*] |
MIA |  |  | [*] |
MKE |  |  | [*] |
MLI |  |  | [*] |
MOB |  |  | [*] |
MSP |  |  | [*] |
MSY |  |  | [*] |
OAK |  |  | [*] |
OKC |  |  | [*] |
OMA |  |  | [*] |
ONT |  |  | [*] |
ORD |  |  | [*] |
PDX |  |  | [*] |
PHL |  |  | [*] |
PHX |  |  | [*] |
PIT |  |  | [*] |
RDU |  |  | [*] |
RIC |  |  | [*] |
RNO |  |  | [*] |
ROC |  |  | [*] |
SAN |  |  | [*] |
SAT |  |  | [*] |
SDF |  |  | [*] |
SEA |  |  | [*] |
SFO |  |  | [*] |
SGF |  |  | [*] |
SHV |  |  | [*] |
SJU |  |  | [*] |
SLC |  |  | [*] |
SMF |  |  | [*] |
SPI |  |  | [*] |
STL |  |  | [*] |
TPA |  |  | [*] |
TUL |  |  | [*] |
TYS |  |  | [*] |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Air Cargo Network

Contract ACN-13-FX

Attachment 20: ULD Damage Matrix

Attachment 20

ULD Damage Matrix

August 23, 2016

[*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Attachment 21 - Offshore Capacity Options

February 22, 2017

By October 1, 2018, the Postal Service may elect either or both of two options described below. If the Postal Service exercises these offshore options for higher volumes, the offshore capacity will be adjusted to the below origin and destination level per the requested capacity distribution.

Combined Forecast for Offshore

|  | Location |  | Origin |  | Tu-Wed |  |  | Th-Fri |  |  | Sat |  |  | Sun |
Option 1 |  | Orig |  | SJU |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
Option 2 |  | Orig |  | HNL |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
|  | Location |  | Destination |  | Tu-Wed |  |  | Th-Fri |  |  | Sat |  |  | Sun |
Option 1 |  | Dest |  | SJU |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
Option 2 |  | Dest |  | HNL |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]

Daily Forecast for Offshore

|  | Location |  | Origin |  | Tue |  |  | Wed |  |  | Thu |  |  | Fri |  |  | Sat |  |  | Sun |
Option 1 |  | Orig |  | SJU |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
Option 2 |  | Orig |  | HNL |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
|  | Location |  | Destination |  | Tue |  |  | Wed |  |  | Thu |  |  | Fri |  |  | Sat |  |  | Sun |
Option 1 |  | Dest |  | SJU |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
Option 2 |  | Dest |  | HNL |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]

1) | [*]

2) | [*]

If the Postal Service elects to exercise either or both of these options, the aviation supplier will implement the change as soon as practicable but not later than 150 days after receiving the request. The start date for any applicable pricing changes required by exercise of either or both of these options will take affect the date on which the expanded operations begin.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Attachment 22 - [*]

February 22, 2017

[*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.