EX-10.1



 Exhibit 10.1 

 

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

    4    



									
	
2. AMENDMENT/MODIFICATION NO.
 069
	 	 3. EFFECTIVE DATE  

08/23/2016
	 	4. REQUISITION/PURCHASE REQ. NO.    	 	
5. PROJECT NO. (If applicable)

	6. ISSUED BY                         
                        CODE	 	5ASNET	 	7. ADMINISTERED BY (IF OTHER THAN ITEM 6)	 	  CODE  	 	5ASNET  
	 ALAINA EARL

Air Transportation CMC
 United States Postal Service

475 L’Enfant Plaza SW
 Room 1P 650

Washington DC 20260-0650
 (202) 268-6580

 
	 	 Air Transportation CMC

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
	 	 $0.00
	  	 


			
	  

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.)
 This modification supersedes any prior understanding of the parties with respect to the
matters addressed.
  
 The purpose of this modification is to incorporate the
following:
  
 A. Hex84

 
 1. The following definitions are added to Clause B-1: Definitions as follows:

 
 “Hex84” Item: Identified as having an URSA value for the shipment that does not
match the sort hub (excluding MEM) where the shipment was sent.
  
 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  

 
 9/8/16
	 	 16B. CONTRACT AUTHORITY
  

/s/ BRIAN MCKAIN

(Signature of Contracting Officer)
	 	 	 	 16C. DATE SIGNED

 
 9/8/16










															
	 CONTINUATION SHEET
	 	REQUISITION NO.	 	 Page
  

2
	 	 Of
  

4
	 	 
	 CONTRACT/ORDER NO.

ACN-13-FX/069
	 	 AWARD/ EFFECTIVE DATE  

 
 08/23/2016
	 	MASTER/AGENCY CONTRACT NO    	 	SOLICITATION NO.	 	 SOLICITATION         ISSUE DATE



											
	 	 	 	 	 	 
	    ITEM NO    	 	SCHEDULE OF SUPPLIES / SERVICES	 	QUANTITY 	 	  UNIT 
	 	    UNIT PRICE    	 	 AMOUNT

	 	 	 	 	 	
	 	 	Hex84 Scan: Type of scan designated for a handling unit or piece that is sent to the incorrect Hub and identified by the aviation supplier as a “Hex84” item.	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	 2. Beginning at line 1309, within the “Payment Processing – Day Network – Per Cube”
section of the contract, the following is inserted:
  
 A handling unit or piece that is
sent to the incorrect Hub will be identified by the aviation supplier as a “Hex84” item. “Hex84” items are identified as having an URSA value for the shipment that does not match the sort hub (excluding MEM) where the shipment
was sent. The aviation supplier will move the handling unit or piece through the correct hub on the next operating day. The original RDT will be adjusted to the next operational day’s RDT for the shipment destination and the shipment will also
be eligible for additional RDT adjustments and waivers from service for the next operational day. [*]
	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	Payment for Hex84 will be managed through the reconciliation process. In the event a Delivery Scan is not received on the original shipment the Hex84 charges still apply for the additional
Movement and sort rate.	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	B. ULD Damage	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	1. Upon determination and agreement of the type of damage to ULD containers, payment will be issued per the ULD Damage Rates Matrix. The ULD Damage Rates Matrix will be incorporated as
Attachment 20 to the contract.	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	Payment for any damages will be documented and managed through the reconciliation process.	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	C. Attachment 14 Updates	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	 Continued...

 
     
	 	 	 	 	 	 	 	 

  

	*	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
  

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4
	 	 
	 CONTRACT/ORDER NO.

ACN-13-FX/069
	 	 AWARD/ EFFECTIVE DATE  

 
 08/23/2016
	 	MASTER/AGENCY CONTRACT NO.    	 	SOLICITATION NO.	 	 SOLICITATION         ISSUE DATE



											
	 	 	 	 	 	 
	    ITEM NO    	 	SCHEDULE OF SUPPLIES / SERVICES	 	QUANTITY 	 	  UNIT 
	 	    UNIT PRICE    	 	 AMOUNT

	 	 	1. The first paragraph is changed	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	FROM:	 	 	 	 	 	 	 	
	 	 	“Contract Density” will be calculated based on the sum of all assigned rounded weights for handling types “D” (loose Mixed Handling 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 density calculation will be rounded to the nearest hundredth.	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	TO:	 	 	 	 	 	 	 	
	 	 	“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.	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	2. The last paragraph is changed	 	 	 	 	 	 	 	
	 	 	FROM:	 	 	 	 	 	 	 	
	 	 	The agreed to “Contract Density” to be used for the contract measurement and during the Reconciliation Process is as follows (Operating Periods through 24 are shown below, the process
described above will be followed for all future Operating Periods):	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	TO:	 	 	 	 	 	 	 	
	 	 	The agreed to “Contract Density” to be used for the contract measurement and during the Reconciliation Process is as follows (Operating	 	 	 	 	 	 	 	
	 	 	Continued...	 	 	 	 	 	 	 	
	 	 	  

    
	 	 	 	 	 	 	 	 









															
	 CONTINUATION SHEET
	 	REQUISITION NO.	 	 PAGE
  

4
	 	 OF
  

4
	 	 
	 CONTRACT/ORDER NO.

ACN-13-FX/069
	 	 AWARD/ EFFECTIVE DATE  

 
 08/23/2016
	 	MASTER/AGENCY CONTRACT NO.    	 	SOLICITATION NO.	 	 SOLICITATION         ISSUE DATE



											
	 	 	 	 	 	 
	    ITEM NO    	 	SCHEDULE OF SUPPLIES / SERVICES	 	QUANTITY 	 	  UNIT 
	 	    UNIT PRICE    	 	 AMOUNT

	 	 	 Periods through 84 are shown below, the process described above will be followed for all future
Operating Periods):
  
 3. The Operating Period “Contract Density” table is
updated to include all operating periods through 2020 as attached.
  
 D. Attachment 15
Updates
  
 1. The fifth paragraph is changed

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

TO:
 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.
  
 - - -
- - - - - - - - - - - - - - -
 Sub Rept Req’d: Y Carrier Code: FX Route Termini

S: Various Route Termini End: Various Payment
 Terms: SEE
CONTRACT
 Period of Performance: 09/30/2013 to 09/30/2020
	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	
	 	 	  
  

    
	 	 	 	 	 	 	 	 








 Attachment 14 

Contract Density for the Day Network 

August 24, 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. 

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.











					
	 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 
 July 19, 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 20: ULD Damage Matrix 

Attachment 20 
 ULD
Damage Matrix 
 July 19, 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.