Please Deliver To: Payment Terms NET 30

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1 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Your SAP Vendor Number with us: Supplier Name/Address: PROSSER POWER GROUP LLC P.O. Box 617 STATE COLLEGE PA US Page 1 of 2 FULLY EXECUTED - CHANGE 2 Contract Number: Original Contract Effective Date: 04/17/2015 Contract Change Date: 05/18/2017 Valid From: 06/01/2015 To: 05/31/2018 Purchasing Agent Name: Constance Ralph Phone: Fax: Please Deliver To: Supplier Phone Number: Supplier Fax Number: Contract Name: Motor Oil, Lubricants, Antifreeze & DEF To be determined at the time of the Purchase Order unless specified below. Payment Terms NET 30 Solicitation No.: Issuance Date: 03/11/2015 Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: 03/31/2015 This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference. Item Material/Service Desc *** Validity Period Changed *** Qty UOM Price Per Unit 1 Motor Oil, Lubricants, Antifreeze & DEF General Requirements for all Items: Header Text This contract is from IFB # and incorporates all terms and conditions of this IFB. Total Contact Information: Ralph Constance Commodity Specialist 555 Walnut St., 6th Floor Harrisburg, PA rconstance@pa.gov Information: Supplier's Signature Title Printed Name Date Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.

2 Page 2 of 2 FULLY EXECUTED - CHANGE 2 Contract Number: Original Contract Effective Date: 04/17/2015 Contract Change Date: 05/18/2017 Valid From: 06/01/2015 To: 05/31/2018 Supplier Name: PROSSER POWER GROUP LLC No further information for this Contract Information: Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.

3 Page 1 of 2 FULLY EXECUTED - CHANGE 1 Contract Number: Contract Change Effective Date: 04/29/2016 Valid From: 06/01/2015 To: 05/31/2017 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Your SAP Vendor Number with us: Supplier Name/Address: PROSSER POWER GROUP LLC P.O. Box 617 STATE COLLEGE PA US Purchasing Agent Name: Ralph Constance Phone: Fax: Please Deliver To: Supplier Phone Number: Supplier Fax Number: Contract Name: Motor Oil, Lubricants, Antifreeze & DEF To be determined at the time of the Purchase Order unless specified below. Payment Terms NET 30 Solicitation No.: Issuance Date: 03/11/2015 Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: 03/31/2015 This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference. Item Material/Service Desc *** Validity Period Changed *** Qty UOM Price Per Unit 1 Motor Oil, Lubricants, Antifreeze & DEF General Requirements for all Items: Header Text This contract is from IFB # and incorporates all terms and conditions of this IFB. Total Contact Information: Ralph Constance Commodity Specialist 555 Walnut St., 6th Floor Harrisburg, PA rconstance@pa.gov Information: Supplier's Signature Title Printed Name Date Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.

4 Page 2 of 2 FULLY EXECUTED - CHANGE 1 Contract Number: Contract Change Effective Date: 04/29/2016 Valid From: 06/01/2015 To: 05/31/2017 Supplier Name: PROSSER POWER GROUP LLC No further information for this Contract Information: Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.

5 FULLY EXECUTED Contract Number: Contract Effective Date: 04/17/2015 Valid From: 06/01/2015 To: 05/31/2016 Page 1 of 1 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Your SAP Vendor Number with us: Supplier Name/Address: PROSSER POWER GROUP LLC P.O. Box 617 STATE COLLEGE PA US Supplier Phone Number: Supplier Fax Number: Contract Name: Motor Oil, Lubricants, Antifreeze & DEF Purchasing Agent Name: Ralph Constance Phone: Fax: Please Deliver To: To be determined at the time of the Purchase Order unless specified below. Payment Terms NET 30 Solicitation No.: Issuance Date: 03/11/2015 Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: 03/31/2015 This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference. Item Material/Service Desc Qty UOM Price Per Unit 1 Motor Oil, Lubricants, Antifreeze & DEF General Requirements for all Items: Header Text This contract is from IFB # and incorporates all terms and conditions of this IFB. Total Contact Information: Ralph Constance Commodity Specialist 555 Walnut St., 6th Floor Harrisburg, PA rconstance@pa.gov No further information for this Contract Information: Supplier's Signature Title Printed Name Date Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.

6 Grease, Multipurpose PCIDNO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID NO GREASE, Multipurpose for Automotive & Heavy Equipment Eff. 03/25/08 Supersedes 04/19/06 This Pennsylvania Commercial Item Description covers requirements for greases suitable for use in automobiles, trucks, heavy equipment and most tractors. Products covered by this specification shall be intended for general lubrication purposes, including lubrication of, but not limited to, the following components: chassis, wheel bearings, water pump, universal joints, drive shafts, ball joints. Product shall conform to the following requirements, unless otherwise noted on the request for proposals or invitation for bids. 1. Classification. The greases covered by this specification shall be of following types Type I - Multipurpose, extreme pressure grease (Lithium 12 hydroxy stearate). Grade: NLGI #000 Grade: NLGI #00 Grade: NLGI #1 Grade: NLGI #2 Type II - Multipurpose extreme pressure grease, synthetic (calcium sulfonate base). Grade: NLGI #000 Grade: NLGI #1 Grade: NLGI #2 2. Physical Requirements. The grease shall be a homogenous combination of refined mineral oil, suitable thickeners and additives and such other constituents as may be necessary to meet the requirements of this specification. The chemical and physical characteristics shall be as specified in the following: TYPE I - MULTIPURPOSE, EXTREME PRESSURE GREASE (LITHIUM 12 HYDROXY STEARATE). NLGI #000 NLGI #00 NLGI #1 NLGI #2 Appearance: Fluid Semi-Fluid Soft Normal Penetration TYPE II - MULTIPURPOSE, EXTREME PRESSURE GREASE SYNTHETIC (CALCIUM SULFONATE). NLGI #000 NLGI #1 NLGI #2 Use: Winter Winter Summer Viscosity Index (Base Oil): Base/thickener Type: calc. Sulf. calc. sulf. calc. sulf. Ambient Temp. Range (F.): -75 / / /+450 Penetration: Additive: 5% moly. 5% moly. 5% moly. Page 1 of 2

7 Grease, Multipurpose PCIDNO Inspection & Rejection. Sampling for prior to/post- award testing, if required, will be as defined in the Invitation to Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meet the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 4. Packing. Grease shall be furnished in 120 and 400 pound drums, and cartridges for grease gun application. 5. Material Master SAP Material Master Number: Grease, Type 1, Lithium, EP, #00, Keg Grease, Type 1, Lithium, EP, #00, Drum Grease, Type 1, Lithium, EP, #000, Keg Grease, Type 1, Lithium, EP, #000, Drum Grease, Multi-Purpose, Type 1, EP, Lithium 12, hydroxy sterate, NLGI#2, API, Keg Grease, Multi-Purpose, Type 1, EP, Lithium 12, hydroxy sterate, NLGI#2, API, Drum 6. Shipping Containers. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer s name, product brand name or number, case count and sheet count. Quality Assurance Specialist: Gerald Grecek, CPPB Quality Assurance Supervisor: Robert Lester Quality Assurance Director: Paul Wolf, C.P.M., CPPB Page 2 of 2

8 Oils, Motor, Gas & Diesel Engine PCID NO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID NO Oils, Motor (Gas & Diesel Engines) Eff. 03/07/11 Supersedes 03/06/09 This Pennsylvania Commercial Item Description covers requirements for motor oils suitable crankcase lubricantion of reciprocating internal combustion engines. Product shall conform to the following requirements, unless otherwise noted on the request for proposals or invitation for bids. 1. Classification. The motor oils shall be of the following types and grades: Type I - Multi-grade motor oils for typical passenger car and truck gasoline engine service. Type IV - Universal multi-grade motor oil for severe duty diesel engine service and moderate duty diesel and gasoline engine service. 2. Physical Requirements. The motor oils shall be compounded from well-refined base stock and suitable aditives to provide the performance requirements of this specification. 3. Additive Package. Additive package shall be copper free. Should an additive package change occur during the contract period, the awarded vendor shall notify appropriate Commodity Specialist in the Bureau of Purchases. 4. Characteristics. The performance and physical characteristics for each type shall be as follows: TYPE I - MULTI-GRADE MOTOR OIL FOR TYPICAL PASSENGER CAR: GRADE SAE 5W30 SAE 10W30 SAE 5W20 API Service Class: SM SM SM ILSAC GF5 GF5 GF5 NOTE: Suppliers shall meet all minimum requirements and shall be licensed to display the API Certification Mark. All motor oils shall be API licensed and meet lates ILSAC minimum performance standards. API Certification Mark ( starburst symbol) shall be displayed on smaller containers (e.g., qt., gal.). Bulk or drum suppliers shall provide copy of API License or other documentation of certification. TYPE IV - UNIVERSAL MULTI-GRADE MOTOR OIL FOR SEVERE DUTY DIESEL ENGINE SERVICE AND MODERATE DUTY DIESEL AND PRE API SM SPECIFIED GASOLINE ENGINES: GRADE API Service Classification* SAE 15W40 CJ-4, SM *CJ-4 Brands qualified for bidding shall be listed on the most current issue date Engine Oil Mack Trucks Approved EO-O Premium Plus List. List may be found on the website as follows: NOTE: All products must be API Certified, bulk or drum suppliers shall provide copy of API license or other documentation of certification. Page 1 of 2

9 Oils, Motor, Gas & Diesel Engine PCID NO Inspection & Rejection. Sampling for prior to/post- award testing, if required, will be as defined in the Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meet the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 6. Packing. Motor oil shall be furnished in 55 gallon drums or bulk quantities as specified in the invitation for bid 7. Shipping Containers. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer s name, product brand name or number, case count and sheet count. 8. Material Master SAP Material Master Number: Oil, Motor, Rerefnd, CJ-4, SM, Type IV, SAE 15W40, Bulk Oil, Motor, Rerefnd, Type I, SAE 5W30, SM, Bulk Oil, Motor, Rerefnd, Type I, SAE 10W30, SM, Bulk Oil, Motor, Rerefnd, CJ-4, SM, Type IV, SAE 15W40, Drum Oil, Motor, Rerefnd, Type I, SAE 5W20, SM, Drum Oil, Motor, Rerefnd, Type I, SAE 5W30, SM, Drum Oil, Motor, Rerefnd, Type I, SAE 10W30, SM, Drum Oil, Motor, Virgin, Type I, SAE 5W20, SM, Bulk Oil, Motor, Virgin, Type I, SAE 5W30, SM, Bulk Oil, Motor, Virgin, Type I, SAE 10W30, SM, Bulk Oil, Motor, Virgin, CJ-4, SM, Type IV, SAE 15W40, Drum Oil, Motor, Virgin, Type I, SAE 5W20, SM, Drum Oil, Motor, Virgin, Type I, SAE 5W30, SM, Drum Oil, Motor, Virgin, Type I, SAE 10W30, SM, Drum 9. Document Sources: American Petroleum Institute SAE World Headquarters 1220 L Street, Northwest 400 Commonwealth Drive Washington, DC Warrendale, PA Quality Assurance Specialist: Gerald Grecek, CPPB Quality Assurance Manager: Del Border Page 2 of 2

10 Fluid, Universal Tractor PCID NO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID NO Fluid, Universal Tractor Eff. 03/25/08 Supersedes 4/16/06 This Pennsylvania Commercial Item Description covers requirements for Universal Tractor Fluid for use in tractors that use a single fluid for hydraulic systems, transmissions, differentials, wet clutches and brakes. The fluid covered by this specification shall be made with a high quality, high viscosity index base stock and selected additives. Product shall conform to the following requirements unless otherwise noted on the request for proposals or invitation for bids. 1. Classification. The Universal Tractor Fluid covered by this specification shall be a multipurpose all-weather tractor fluid of one grade suitable for use in John Deere, Massey Ferguson, Ford, J.I.Case, Allis Chalmers and White Equipment. The fluid shall be made with a high quality, high viscosity index base stock and selected addivtives to provide good performance under a wide variety of conditions 2. Performance Requirements. The universal tractor fluid furnished under this specification shall meet or exceed the requirements of John Deere Standard JDM J20C (supercedes J20A) and shall provide the following performance characteristics: a. Minimal wear of pumps and control valves. b. Heavy-load wear protection of power train gearing. c. Resistance to oxidation. d. Protection against rust and corrosion. e. Compatibility with fluids supplied by the Original Equipment Builders (OEM). f. Compatibility with seal materials. g. Chatter-free performance of wet clutch and/or wet brakes. h. Adequate Power Take Off (PTO) clutch or brake capacity. 3. Inspection & Rejection. Sampling for prior to/post- award testing, if required, will be as defined in the Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meet the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 4. Packing. Furnished in 55 gallon drums or bulk quantities as specified in the invitation for bid. 5. Shipping Containers. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer s name, product brand name or number. 6. Material Master SAP Material Master Number: Fluid, Universal Tractor, Bulk Fluid, Universal Tractor, Drum 7. Document Sources: John Deere & Company, Engineering Standards Department, One John Deere Place, Moline, IL Page 1 of 2

11 Fluid, Universal Tractor PCID NO Quality Assurance Specialist: Gerald Grecek, CPPB Quality Assurance Supervisor: Robert E. Lester Quality Assurance Director: Paul Wolf, C.P.M., CPPB Page 2 of 2

12 Fluid, Automatic Trans. PCID NO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID NO Fluid, Automatic Transmission Eff. 03/7/11 Supersedes 03/08/10 This Pennsylvania Commercial Item Description covers requirements for transmission fluids compounded specifically for light truck, passenger car and off-highway vehicle automatic transmissions. These automatic transmission fluids shall be compounded from high quality petroleum base oils and necessary additives. Product shall conform to the following requirements, unless otherwise noted on the request for proposals or invitation for bids. 1. Classification. The automatic transmission fluids shall be of types as follows: Type I - Dexron III/Mercon shall meet or exceed the following performance requirements or manufacturers specifications for GM Dexron III and Ford Mercon. Type II Universal Synthetic ATF- meets requirements for Ford Mercon V, Daimler-Chrysler ATF-3 & ATF-4, Toyota T & T4 and Nissan J-matic. Type III - Synthetic Allison TES-295 approval number required.* Type IV - Dexron VI, requires GM license number. *Brands qualified for bidding shall be listed on the most current issue date Allison TES-295 approved fluids. List may be found on the website as follows: 2. Inspection & Rejection. Sampling for prior to/post- award testing, if required, will be as defined in the Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meet the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 3. Packing. Transmission fluid shall be furnished in 55 gallon drums or bulk quantities as specified in the invitation for bid. 4. Shipping Containers. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer s name, product brand name or number. 5. Material Master No Material Master established for this commodity. Quality Assurance Specialist: Gerald Grecek, CPPB Quality Assurance Manager: Del Border

13 Lubricants, Automotive Multipurpose Gear PCID NO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID NO Lubricants, Automotive, Multipurpose Gear (Extreme Pressure Hypoid Type) Eff. 03/25/13 Supersedes 02/14/12 This Pennsylvania Commercial Item Description covers requirements for gear lubricants intended for use in enclosed automotive gear units, heavy duty industrial type enclosed gear cases, steering gears and fluid lubricated universal joints, differentials, axles; and is inclusive of heavy duty gear lubricants designed for longer equipment life. The lubricants shall be a homogeneous petroleum, or synthetically prepared product, or combinations thereof, with additive materials necessary to meet the requirements of this specification. Product shall conform to the following requirements unless otherwise stated in the bid proposal. 1. Classification. The gear lubricant covered by this specification shall be of the following types Type II Extended warranty, heavy duty, gear lubricants shall be of two SAE grades: Grade: SAE 75W-90 Grade: SAE 80W Physical Requirements. The chemical and physical characteristics shall be as specified in the following: TYPE II EXTENDED WARRANTY COMPOUND GEAR LUBRICANT GRADE 75W-90 80W-140 API Classification GL5 GL5 NOTE: Lubricant shall be suitable for use in limited slip type differentials and/or heavy duty manual transmissions, meeting or exceeding API Service Classification GL-5, MT-1, and shall be on Mack GO-J list. Shall meet Dana, Eaton and Meritor axles with 500,000 drain intervals and 750,000 mile extended warranty. Grades shall meet latest viscosity requirements as described by the Society of Automotive Engineers (SAE). 3. Inspection & Rejection. Sampling for prior to/post- award testing, if required, will be as defined in the Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meet the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 4. Packing. Lubricant shall be furnished in 55 gallon drums or bulk quantities as specified in the invitation for bid. 5. Shipping Containers. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer s name, product brand name or number, case count and sheet count. 6. Material Master SAP Material Master Number: Lubricant, Gear, Type II, 75W90, GL5, Keg Lubricant, Gear, Type II, 75W90, GL5, Drum Lubricant, Gear, Type II, 80W140, GL5, Keg Page 1 of 2

14 Lubricants, Automotive Multipurpose Gear PCID NO Document Sources: Lubricant, Gear, Type II, 80W140, GL5, Drum American Petroleum Institute SAE World Headquarters 1220 L Street, Northwest 400 Commonwealth Drive Washington, DC Warrendale, PA Quality Assurance Specialist: Gerald J. Grecek, CPPB Quality Assurance Supervisor: Edward Myslewicz Division Chief: Janice Pistor Page 2 of 2

15 Lubricants, Enclosed Gear, Non-Extreme Pressure PCID NO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID NO Lubricants, Automotive, Enclosed Gear (Non-Extreme Pressure) Eff. 02/14/12 Supersedes 03/25/08 This Pennsylvania Commercial Item Description covers requirements for gear lubricants intended for use in transmissions, transfer cases, steering gears and other components designed for longer equipment life. The lubricants shall be a homogeneous petroleum, or synthetically prepared product, or combinations thereof, with additive materials necessary to meet the requirements of this specification. Product shall conform to the following requirements unless otherwise stated in the bid proposal. 1. Classification The gear lubricant covered by this specification shall be of the following types Type II - Synthetic gear lubricant shall be of the following SAE grade: Grade: SAE Physical Requirements. The chemical and physical characteristics shall be as specified in the following: TYPE II - MULTIPURPOSE, GEAR LUBRICANT (SYNTHETIC) GRADE 50 API Service Classification MT-1 NOTE: Lubricant shall be siutable for use in heavy duty manual transmissions, meeting or exceeding API Service Classification MT-1. Shall be suitable for Eaton PS-164 (Rev 7), International TMS 6816 and Mack TO-A Plus. Grades shall meet latest viscosity requirements as described by the Society of Automotive Engineers (SAE). 3. Inspection & Rejection. Sampling for prior to/post- award testing, if required, will be as defined in the Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meet the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 4. Packing. Lubricant shall be furnished in 55 gallon drums or bulk quantities as specified in the invitation for bid. 5. Shipping Containers. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer s name, product brand name or number, case count and sheet count. 6. Material Master SAP Material Master Number: Lubricant, Gear, Type II, SAE 50, MT-1, Keg Lubricant, Gear, Type II, SAE 50, MT-1, Drum 7. Document Sources: Page 1 of 2

16 Lubricants, Enclosed Gear, Non-Extreme Pressure PCID NO American Petroleum Institute SAE World Headquarters 1220 L Street, Northwest 400 Commonwealth Drive Washington, DC Warrendale, PA Quality Assurance Specialist: Gerald Grecek, CPPB Division Chief: Janice Pistor Page 2 of 2

17 Anti Freeze PCID NO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID 1076 Eff. 3/7/11 ANTI FREEZE (This item description supercedes PCID effective date 3/28/08) This Pennsylvania Commercial Item Description covers requirements for anti freeze intended for use in heavy duty industrial type equipment. Product shall conform to the following requirements unless otherwise specified in the Invitation-to-Bid proposal or Purchase Order. 1.0 Classification: The anti freezes shall be of the following types: Type I Fully Formulated, Inorganic Acid Technology (IAT), 50-50, Pre-Diluted Antifreeze containing Nitrate Type II Extended Life Coolant, Organic Acid Technology (OAT), 50-50, Pre-Diluted Extended Life Nitrate Free Antifreeze with 600,000 mile life performance 2.0 Requirements: 2.1 Premix Materials the anti freeze covered by this specification shall be of the following materials: 50% virgin ethylene glycol in accordance with ASTM D-6210 TMC RP329A specifications Redistilled ethylene glycol is not acceptable Poor quality glycol recovered from glycol bottoms or other sources are not acceptable Awarded vendors shall supply written certification that the glycol is 100% virgin stock and meets ASTM D-6210 TMC RP329A specifications for each batch mixed 2.2 Purified Water Purified water (i.e., distilled, deionized), approximately 45% of the total finished product. Chemical properties not to exceed: 2.3 Additives: Calcium as Ca 15 ppm Chlorides as CI 40 ppm Sulfates as SO4 59 ppm Total Dissolved Solids (TDS) 170 ppm Penray Technologies compatible with Pencool 3000 coolant additives (SCA), no substitutes. Successful bidder to determine exact percentage of SCA to meet Nitrate range listed in paragraph Finished product must fall within these range requirements: 1

18 Anti Freeze PCID NO Min. Max. Total Dissolved Solids (TDS) microsemins/cent. Freeze Points -34F -39F Ph Nitrites (Type I) 1200 ppm 2200 ppm (by volume) The finished product shall be fuchsia color in appearance. 4.0 Inspection & Rejection Sampling for prior to/post award testing, if required, will be as defined in the Invitation to Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meets the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 5.0 Material Master SAP Material Master number: Anti-Freeze, Radiator, Nitrate-Based, 55GAL 6.0 Document Sources: American Society for Testing & Materials ASTM 100 Barr Harbor Drive West Conshohocken, PA Quality Assurance Specialist: Gerald Grecek, CPPB Quality Assurance Manager: Del Border 2

19 Diesel Exhaust Fluid PCID NO COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA COMMERCIAL ITEM DESCRIPTION (PCID) PCID NO Eff. 03/7/11 Diesel Exhaust Fluid (DEF) This Pennsylvania Commercial Item Description covers requirements for diesel exhaust fluid (DEF) intended for use in Selective Catalytic Reduction (SCR) vehicle exhaust systems. Product shall conform to the following requirements, unless otherwise noted on the request for proposals or invitation for bids. 1. Characteristics. The diesel exhaust fluid shall be API certified and meet the ISO compliance standard. The fluid shall be 32.5% high purity urea and 67.5% de-ionized water. 2. Inspection & Rejection. Sampling for prior to/post- award testing, if required, will be as defined in the Bid Proposal. Inspection may be made at place of manufacture at the option of the Commonwealth after an award has been made. Inspection for final acceptance shall be made at the place of delivery and/or after laboratory testing to determine whether product or service meet the specification requirements. Samples for inspection and after delivery testing shall be selected by simple random sampling. If defects are detected during the course of delivery, or after product has been delivered, the Commonwealth reserves the right to reject the defective product and require replacement at no cost to the Commonwealth, or cancel the contract and surcharge the contractor for any expense incurred by the cancellation of the contract and in securing satisfactory materials, if the vendor fails to apply timely and corrective measures. 3. Packing. Diesel Exhaust Fuild shall be furnished in 55 gallon drums, totes or bulk quantities as specified in the invitation for bid. 4. Shipping Containers. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer s name, product brand name or number. 5. Material Master No Material Master established for this commodity. Quality Assurance Specialist: Gerald Grecek, CPPB Quality Assurance Manager: Del Border

20 Department of General Services GSPUR-13B Rev /slr IFB # Motor Oil, Lubricants and Antifreeze SPECIFICATION PART 1 1. SPECIFICATIONS: Furnish motor oil, lubricants, antifreeze and diesel exhaust fluid (DEF) in accordance with the attached PCIDs. All questions as to suitability, specification and usage, for items bid and awarded under Group 6, Green Lube Products, shall rest solely with the using facility. 2. DELIVERIES: All articles ordered from this contract deliver within fifteen (15) days after receipt of Purchase Order, or later if so designated within the Purchase Order. Terms are F.O.B. DESTINATION for all deliveries. Bid prices shall include all transportation, delivery and handling charges. 3. MINIMUM ORDER/DELIVERY: The minimum required delivery for packaged products shall consist of one Drum, or one Keg, or shall have a minimum value of $ The minimum required delivery for Bulk products shall be 350 gallons. 4. SHIPPING CONTAINERS. Unless otherwise specified, shipments shall be made in substantial commercial containers, so constructed as to insure acceptance and safe delivery by common or other carrier. 5. RECONDITIONED DRUMS: Shall be #1 condition, unmarked, unlined, and processed in accordance with RIPA'S Responsible Container Management Program, for reconditioning. Send empty drums to a reconditioner with all labels, markings, and closures in place and tightened to prevent leakage. 6. LABELING DRUMS: Awarded contractor is responsible for labeling all drums prior to delivery. Labeling must be legible and on both tops and sides. Mark each drum with the name of the material, type, grade, service classification, quantity contained and Agency Purchase Order Number. Agencies will refuse any and all drums and cases not meeting these requirements. 7. PRICE ADJUSTMENTS: MOTOR OIL AND LUBRICANTS; Contractor s pricing for each group shall remain firm for the initial 90 days of the contract. A Line Item Price may be updated in accordance with a Manufacturer s publicly posted price change on a once every 90 day basis. Such updates can be made starting 90 days from the effective date or at renewal. No line item shall be allowed a price increase within 90 days of the last increase for that item. Suppliers shall submit a letter to the Commodity Specialist requesting review and approval of the updated price. The Supplier shall itemize all changes in a clear and concise fashion. It is the responsibility of the supplier to adequately justify changes. All requests for updates must be accompanied by the manufacturer s latest, publicly published price letter along with publicly posted Letters from Exxon/Mobil, Shell, and Conoco. Each letter supplied shall be dated and cite the Date, Volume and Issue that the referenced price changes were announced in the Industry Newsletter LUBE REPORT. The Commodity Specialist shall then consider a price adjustment based on the average of the three base companies aggregate price change or the supplier s aggregate price Page 1 of 4

21 Department of General Services GSPUR-13B Rev /slr IFB # Motor Oil, Lubricants and Antifreeze change, whichever is more favorable to the Commonwealth. The price adjustment will be arrived at by the following formula: Current Contract Price is the last price recorded in the contract. Either the Bid price or last adjusted price. Current Price Adjustment is the average aggregate price change published for Exxon/Mobil, Shell, and Conoco during the period since the last price adjustment, or the aggregate price change of the awarded Contractor since the last price adjustment, which ever is lower. Current Contract Price +/- Current Price Adjustment = New contract price Example: Announced Changes: Exxon / Mobil Shell Conoco Awarded contractor $.30 / gal $.25 / gal $.32 / gal $.28 / gal Average Price change of 3 listed benchmark Companies $.29 /gal Price change of Awarded Contractor $.28 /gal $.28, the amount of the Awarded contractor change, is the price change most favorable to CWOPA and would be the amount considered for the adjustment. ANTIFREEZE: Contractor s pricing for each group shall remain firm for the initial 90 days of the contract. Line Item price may be adjusted on October 1 st, January 1 st, and April 1 st. All price adjustments will be based on the most current Chemical Data report for Ethylene Glycol (EG). Price adjustment shall be determined by the following formula: Change in Antifreeze Grade Barges x 5 = Change in Price per gallon Example: 2Q 2007 price =.445 3Q 2007 Price =.512 Change =.067 x 5 =.34 price increase. Price decreases shall be calculated by the same formula. The factor of 5 is used because 1 gallon of Pre-mix antifreeze contains 5 pounds of EG. The awarded supplier shall forward the current Chemical Data Report in a timely manor, monthly. GENERAL: Suppliers shall notify CWOPA immediately of any price decrease. Price updates for increases and decreases will be processed by the same method. Failure to report a price decrease may result in removal of the contractor from the contract. Page 2 of 4

22 Department of General Services GSPUR-13B Rev /slr IFB # Motor Oil, Lubricants and Antifreeze Suppliers will be notified in writing by the Commodity Specialist indicating approval or disapproval of the requested update. If approved, a contract change notice will be issued putting the updated price on contract. At no time are awarded suppliers allowed to unilaterally change products or pricing. Orders will be monitored to ensure compliance.. 8. ADDITIONS AND DELETIONS DUE TO PRODUCT AVAILABILITY: CWOPA acknowledges that Oil and Lubricant specifications may change during the term of this contract. CWOPA reserves the right to add to or discontinue from this contract products affected by such a change. The price of a product added under this provision will be determined by the same process as described in Price adjustments 9. REQUIREMENT, RE-REFINED PRODUCTS: All products offered by the bidder under the category of Re-refined Products, in accordance with the Standard Terms and Conditions, must contain a minimum of 25% Re-refined oil base stock. Bidders are required to provide certification of Recycled Content. 10. ELIGIBILITY: In order to be eligible for award, a bidder must be the manufacturer of offered products or an authorized dealer or supplier of manufacturer s products. If a bidder is not the manufacturer of offered products, bidder must include with its bid a letter signed by the manufacturer stating the bidder is authorized to sell the manufacturer s products. The manufacturer will honor any responsibilities under warranty for products sold by bidder, if bidder fails to perform such service. Bidders failing to provide signed, manufacturer s letter attesting to authorization to sell manufacturer s product may result in rejection of bid. 11. BLANKET PURCHASE ORDERS: No blanket purchase orders shall be allowed under this contract. 12. ADDITIONAL INVOICING ISSUE: In compliance with standard industry practice, Invoicing for bulk products shall be rounded to a full gallon. Rounding of items of partial gallons at.49 and less shall be rounded to the lower full gallon and items at.50 and above shall be rounded up to the next full gallon. No calculation or adjustment for temperature shall apply. 13. METHOD OF AWARD: Groups 1 through 5 will be awarded on the basis of lowest responsible bidder for the particular Line Item or Group extended total. Items. Packaged goods in Drums or Kegs will be evaluated in the unit of measure indicated in the line item (Gallon or Pound) but will be awarded in the package size indicated by the awarded Contractor. Group 6, Green Lube Products, will be Multiple Award. All responsive and responsible bidders who bid Group 6 will be awarded. You do not have to bid all groups; however, you must bid all items within a group to be eligible for award in that group. Line Items 1 through 8 will be awarded as a group. Line Items 9 through 13 will be awarded as a group. Line Items 14 through 29 will be awarded as a group. Line Items 30 and 31 will be awarded as a group. Line item 32 will be awarded as a line item. Line Item 33, Group 6 will be a multiple award. Page 3 of 4

23 Department of General Services GSPUR-13B Rev /slr IFB # Motor Oil, Lubricants and Antifreeze 14. POINT OF CONTACT: Ralph Constance Commodity Specialist Bureau of Procurement 555 Walnut Street Harrisburg, PA rconstance@pa.gov Page 4 of 4

24 Table of Contents SAP PART I - GENERAL INFORMATION... 3 I.1 IFB Purpose (Oct 2006)... 3 I.2 IFB Type of Contract (Oct. 2006)... 3 I.3 IFB-008.1C No Pre-bid Conference (Oct. 2006)... 3 I.4 IFB Questions (February 2012)... 3 I.5 IFB Addenda to the IFB (Oct. 2006)... 3 I.6 IFB-011.1B Submission of Bids Electronic Submittal (May 2011)... 3 I.7 IFB Bid Protest Procedure (Oct 2006)... 4 I.8 IFB Electronic Version of this IFB (Oct 2006)... 5 I.9 IFB COSTARS Program (Oct 2013)... 5 I.10 IFB Prices (Dec )... 8 I.11 IFB Approved Equal (Nov 2006)... 8 I.12 IFB Alternates (Oct 2013)... 9 I.13 IFB New Equipment (Nov 2006)... 9 I.14 I-IFB Modification or Withdrawal of Bid (Nov 2006)... 9 I.15 I-IFB Rejection of Bids (Nov 2006) I.16 Submission Representations and Authorizations (Oct 2013) PART II - REQUIREMENTS II.1 IFB-006.1b COSTARS Program Election to Participate (July 2012) II.2 II-IFB-008.1b Lobbying Certification and Disclosure Electronic Submission. (Oct 2006) II.3 II-IFB Post-Submission Descriptive Literature (Dec 2006) II.4 II-IFB-017.1b Reciprocal Limitations Act Electronic Submittal (February 2007) PART III - SELECTION CRITERIA III.1 III-IFB-001.1a Mandatory Responsiveness Requirements (Oct 2006) III.2 III-IFB-006.1b Method of Award - By Lot (February 2012) III.3 III-IFB Awards (May 2011) III.4 III-IFB Tie Bids (Nov 2006) III.5 III-IFB Prompt Payment Discounts (Nov 2006) III.6 III-IFB Option for Separate Competitive Bidding Procedure (Nov 2006) III.7 III-IFB Rebates (Nov 2006) PART IV - WORK STATEMENT IV.1 IFB-001.1a Specifications (Nov 2006) PART V - CONTRACT TERMS and CONDITIONS V.1 CONTRACT-001.1b Contract Terms and Conditions (Nov 30, 2006) V.2 CONTRACT-002.1a Term of Contract Contract (May 2012) V.3 CONTRACT-002.2b Renewal of Contract Term Mutual (Oct 2013) V.4 CONTRACT Extension of Contract Term (Nov ) V.5 CONTRACT-003.1a Signatures Contract (Oct 2013) V.6 CONTRACT-004.1a Definitions (Oct 2013) V.7 CONTRACT-005.1a Purchase Orders (Oct 2013) V.8 CONTRACT Independent Prime Contractor (Oct 2006) V.9 CONTRACT a Supplies Delivery (Nov ) V.10 CONTRACT Estimated Quantities (Nov ) V.11 CONTRACT-008.1a Warranty. (Oct 2006) V.12 CONTRACT-009.1c Patent, Copyright, and Trademark Indemnity (Oct 2013) V.13 CONTRACT-009.1d Ownership Rights (Oct 2006) V.14 CONTRACT-010.1a Acceptance (Oct 2006) V.15 CONTRACT Product Conformance (March 2012) V.16 CONTRACT Rejected Material Not Considered Abandoned (March 2012) V.17 CONTRACT-011.1a Compliance With Law (Oct 2006) V.18 CONTRACT Environmental Provisions (Oct 2006) V.19 CONTRACT Post-Consumer Recycled Content (Oct 2013) V.20 CONTRACT Recycled Content Enforcement (February 2012) V.21 CONTRACT Compensation (Oct 2006) V.22 CONTRACT Billing Requirements (February 2012) V.23 CONTRACT Payment (Oct 2006) Page 1

25 V.24 CONTRACT ACH Payments (Aug 2007) V.25 CONTRACT Taxes (Dec ) V.26 CONTRACT Assignment of Antitrust Claims (Oct 2006) V.27 CONTRACT Hold Harmless Provision (Nov ) V.28 CONTRACT Audit Provisions (Oct 2006) V.29 CONTRACT Default (Oct 2013) V.30 CONTRACT Force Majeure (Oct 2006) V.31 CONTRACT-023.1a Termination Provisions (Oct 2013) V.32 CONTRACT Contract Controversies (Oct 2011) V.33 CONTRACT Assignability and Subcontracting (Oct 2013) V.34 CONTRACT Other Contractors (Oct 2006) V.35 CONTRACT Nondiscrimination/Sexual Harassment Clause (July 2012) V.36 CONTRACT Contractor Integrity Provisions (January 2015) V.37 CONTRACT Contractor Responsibility Provisions (Nov 2010) V.38 CONTRACT Americans with Disabilities Act (Oct 2006) V.39 CONTRACT Hazardous Substances (Oct 2013) V.40 CONTRACT Covenant Against Contingent Fees (Oct 2006) V.41 CONTRACT Applicable Law (Oct 2006) V.42 CONTRACT b Integration (Nov ) V.43 CONTRACT-034.2b Order of Precedence - IFB (Dec ) V.44 CONTRACT Controlling Terms and Conditions (Aug 2011) V.45 CONTRACT-035.1a Changes (Oct 2006) V.46 CONTRACT-037.1a Confidentiality (Oct 2013) V.47 CONTRACT Manufacturer s Price Reduction (Oct 2006) V.48 CONTRACT Notice (Dec 2006) V.49 CONTRACT Right to Know Law (Feb 2010) Page 2

26 PART I - GENERAL INFORMATION PART I - GENERAL INFORMATION I.1 IFB Purpose (Oct 2006) The Commonwealth of Pennsylvania (Commonwealth) is issuing this Invitation for Bids (IFB) to meet the needs of DGS (DEPARTMENT OF GENERAL SERVICES) to satisfy a need for Motor Oil, Lubricants, Antifreeze & DEF. I.2 IFB Type of Contract (Oct. 2006) If the Issuing Office enters into a contract as a result of this IFB, it will be a Established Price Contract contract containing the Contract Terms and Conditions as shown in Part V of this IFB. I.3 IFB-008.1C No Pre-bid Conference (Oct. 2006) There will be no pre-bid conference for this IFB. If there are any questions, please forward them to the Issuing Office prior to the bid opening date and time. I.4 IFB Questions (February 2012) All questions regarding the IFB must be submitted in writing to the address of the Issuing Officer provided in the solicitation. While there is no set timeline for the submittal of questions, questions received within 48 hours prior to the bid due date and time will be answered at the discretion of the Commonwealth. All questions received will be answered, in writing, and such responses shall be posted to emarketplace as an addendum to the IFB. The Issuing Officer shall not be bound by any verbal information nor shall it be bound by any written information that is not either contained within the IFB or formally issued as an addendum by the Issuing Office. The Issuing Office does not consider questions to be a protest of the specifications or of the solicitation. I.5 IFB Addenda to the IFB (Oct. 2006) If the Issuing Office deems it necessary to revise any part of this IFB before the bid response date, the Issuing Office will post an addendum to its website at it is the Bidder's responsibility to periodically check the website for any new information or addenda to the IFB. I.6 IFB-011.1B Submission of Bids Electronic Submittal (May 2011) a. Bids are requested for the item(s) described in the Invitation For Bids and all the documents referenced in the form (collectively called the IFB). Bidders must submit their bids through the Commonwealth's electronic system (SRM). b. It is the responsibility of each bidder to ensure that its Bid is received through the electronic system prior to the date and time set for the opening of bids ("Bid Opening Time"). No Bid shall be considered if it arrives after the Bid Opening Time, regardless of reason for the late arrival. Bids that are timely received prior to the Bid Opening Time shall be opened publicly in the presence of one or more witnesses at the time and place designated in this IFB for the Bid opening. c. Bids must be firm. If a Bid is submitted with conditions or exceptions or not in conformance with the terms Page 3

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