PURCHASING DEPARTMENT PENNSYLVANIA TURNPIKE COMMISSION P.O. BOX HARRISBURG, PA (717) CONTRACT NEGOTIATION

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1 QUOTATION ACCEPTED ON F.O.B. DELIVERED BASIS ONLY PURCHASING DEPARTMENT PENNSYLVANIA TURNPIKE COMMISSION P.O. BOX HARRISBURG, PA (717) CONTRACT NEGOTIATION TERMS: NET 30 DAYS BID NUMBER Gasoline/Ethanol DATED 3/20/2013 Contract Negotiator Karen Ruch DUE DATE 4/22/2013 PAGE 1 VENDOR Furnish Unleaded Gasoline and Ethanol in accordance with the attached Pennsylvania Turnpike Commission Special Contract Terms and Conditions, to be F.O.B. delivered to the locations listed below as and when required from June 1, 2013 through May 31, 2014, with the option to renew contract for one additional year upon mutual agreement by Vendor and the Commission. The PTC reserves the right to cancel any resulting contract(s) upon a thirty (30) day written notice. Time for bid opening is 11:00 AM, local time. PTC will only provide the original bid document. Please make a copy for your records. All bids must be received and time-stamped in the Purchasing Department located at 700 S. Eisenhower Blvd., Middletown, PA, no later than the assigned bid opening time, or they will be refused and returned. There will be no exceptions, for any reason to this policy. Bid Response: All bid quotations must be returned in sealed envelope addressed exactly as shown on the attached Quotation Delivery Instructions. Failure to address envelope properly and include all essential information will be deemed sufficient reason for rejection of quotation. Bonding. Bid security in the form of bond or check is not required for this bid. Performance bond will not be required of successful bidder(s). This sealed bid is subject to the terms of the attached conditions and instructions. Bid Respondent s Name Date Title Fax # Phone #

2 QUOTATION ACCEPTED ON F.O.B. DELIVERED BASIS ONLY PURCHASING DEPARTMENT PENNSYLVANIA TURNPIKE COMMISSION P.O. BOX HARRISBURG, PA (717) CONTRACT NEGOTIATION TERMS: NET 30 DAYS BID NUMBER Gasoline/Ethanol DATED 3/20/2013 Contract Negotiator Karen Ruch DUE DATE 4/22/2013 PAGE 2 Insurance: INSURANCE CERTIFICATES GIVING EVIDENCE OF WORKER S COMPENSATION, PUBLIC LIABILITY AND PROPERTY DAMAGE MUST ACCOMPANY YOUR PROPOSAL WITH THE FOLLOWING LIMITS Worker's Compensation and Employer's Liability Insurance. Take out, pay for and maintain during the life of the contract, Worker's Compensation Insurance in statutory required limits for the protection of all employees. Provide, pay for and maintain during the life of the contract, Employer's Liability Insurance in limits of not less than $500,000 bodily injury each accident, $500,000 bodily injury by disease, and $500,000 bodily injury by disease each employee. Commercial General Liability Insurance. Includes: Products/Completed Operations; Blanket Contractual Liability - All Written & Oral Contracts; premises and operations liability; explosion, collapse and underground; personal injury; independent contractors; broadform property damage; severability of interests provisions; personal injury and advertising liability; premises medical payments; host liquor liability; fire damage legal liability - real property; incidental malpractice (including employees); non-owned watercraft; and automatic coverage for newly acquired entities. The minimum required limits for the Commercial General Liability policy will be as follows: $2,000,000 Each Occurrence $2,000,000 Advertising and Personal Injury Limit $2,000,000 General Aggregate per Location/Per Site $2,000,000 Products and Completed Operations Aggregate $50,000 Fire Damage Legal, Any One Fire $5,000 Medical Payments Commercial Automobile Liability Insurance - covering all owned, hired, leased and non-owned vehicles with a minimum limit of liability of $1,000,000 per occurrence. Vendor Contact Information Order Desk Name/Group Title Fax # Phone # Order desk must be able to receive and acknowledge orders via . Price Change Contact Name Title Fax # Phone #

3 QUOTATION ACCEPTED ON F.O.B. DELIVERED BASIS ONLY PURCHASING DEPARTMENT PENNSYLVANIA TURNPIKE COMMISSION P.O. BOX HARRISBURG, PA (717) CONTRACT NEGOTIATION TERMS: NET 30 DAYS BID NUMBER Gasoline/Ethanol DATED 3/20/2013 Contract Negotiator Karen Ruch DUE DATE 4/22/2013 PAGE 3 Evaluation Market Price. For the sake of evaluation of the bid, the following market prices shall apply. Reference Oil Price Information Service (OPIS) Rack Report, Vol 33, No. 11, Issued 3/18/2013. ** All gasoline sold to the PA Turnpike Commission must contain at least 10% ethanol by volume. AVERAGE Northern grade RFG RACK Philadelphia, PA Pittsburgh, PA CONV E-10 Harrisburg, PA 9.0 RVP Pittsburgh, PA 9.0 RVP Ethanol E-85 Harrisburg, PA Pittsburgh, PA Section A: Unleaded Gasoline The fuel compliance type is designated for each PA Turnpike location based on regulations that apply to the location s county. Definitions of compliance types within the scope of this contract are: CONV Counties allow sale of 9.0 RVP Conventional E-10 year-round RVP Counties have a 7.8 RVP designation for June 1 through September 15. RFG Counties are mandated to sell Northern grade RFG year-round. All products bid must be refined in the continental USA. Spot Market bids are not acceptable. Brand Name of Fuel Product(s): Name of Refiner: Section B: E-85 Ethanol All products bid must be refined in the continental USA. Spot Market bids are not acceptable. Brand Name of Fuel Product(s): Name of Refiner:

4 BID NUMBER PAGE 4 Section A: Unleaded Gasoline ITEM DELIVERY LOCATION UNLEADED GASOLINE COUNTY COMPLIANCE FUEL TYPE TANK CAPACITY TOTAL GAL. EST USAGE MARKET FOR PRICING (SELECT ONE) HARRISBURG PHILADELPHIA PITTSBURGH BID PRICE DIFFERENTIAL (CENTS/GAL.) 1 Homewood Maint Bldg Beaver RVP 6,000 42,000 2 Gibsonia Maintenance Bldg Allegheny RVP 4,000 73,000 3 Jefferson Hills Maint Bldg Allegheny RVP 6,000 48,000 4 Harrison City Maint Bldg Westmoreland RVP 6,000 45,000 5 Donegal Maint Bldg Westmoreland RVP 6,000 40,000 6 Greensburg Maint Bldg Westmoreland RVP 6,000 50,000 7 Searights Maint Bldg Fayette RVP 6,000 20,000 8 Somerset Maintenance Bldg Somerset CONV 6,000 60,000 9 Kegg Maint Bldg Bedford CONV 6,000 35, Everett Maintenance Bldg Bedford CONV 6,000 90, Burnt Cabins Maint Bldg Huntingdon CONV 6,000 58, Newville Maintenance Bldg Cumberland CONV 6,000 81, New Cumberland Maint Bldg Cumberland CONV 14 Mt. Gretna Maint Bldg Lancaster CONV 6,000 43, Bowmansville Maint Bldg Lancaster CONV 6,000 95, Devault Maintenance Bldg Chester RFG 6,000 40,000 X

5 BID NUMBER PAGE 5 ITEM DELIVERY LOCATION UNLEADED GASOLINE COUNTY COMPLIANCE FUEL TYPE TANK CAPACITY TOTAL GAL. EST USAGE MARKET FOR PRICING (SELECT ONE) HARRISBURG PHILADELPHIA PITTSBURGH BID PRICE DIFFERENTIAL (CENTS/GAL.) 17 Plymouth Meeting Maint Bldg Montgomery RFG 6, ,000 X 18 Trevose Maintenance Bldg Bucks RFG 6,000 35,000 X 19 Quakertown Maint Bldg Bucks RFG 6,000 35,000 X 20 Slatington Maint Bldg Lehigh CONV 6,000 43, Pocono Maintenance Bldg Carbon CONV 4,000 72, Wyoming Valley Maint Bldg Luzerne CONV 4,000 33,000 Section B: E-85 Ethanol ITEM DELIVERY LOCATION E-85 ETHANOL COUNTY TANK CAPACITY TOTAL GAL. EST USAGE MARKET FOR PRICING (SELECT ONE) HARRISBURG PITTSBURGH BID PRICE DIFFERENTIAL (CENTS/GAL.) 1 Searights Maint Bldg Fayette 6,000 12,000 2 New Cumberland Maint Bldg Cumberland 6,000 35,000

6 PENNSYLVANIA TURNPIKE COMMISSION MAINTENANCE LOCATION LIST Dist Stor Maintenance Loc Ship-to Address STOR PA Turnpike Commission DISTRICT 1 MAINT MP WB 2996 HABERLEIN RD(ALLEGHENY CO) GIBSONIA PA Cost Center Dist Stor Loc Maintenance Ship-to Address STOR PA Turnpike Commission DISTRICT 3 MAINT - MP WB 441 PANORAMA DR (LANCASTER C) DENVER PA Cost Center DISTRICT 1 HOME PA Turnpike Commission Homewood Maint Bldg - MP WB 256 Foxwood Road (Beaver Co.) Wampum PA SEAR Searights Maintenance Building Milepost 18.1 (Fayette Co.) 135 Upper Middletown Road Smock, PA GIBS PA Turnpike Commission Gibsonia Maint Bldg - MP WB 2996 Haberlein Road (Allegheny C) Gibsonia PA HARC PA Turnpike Commission Harrison City Maint Bldg - MP WB 1012 Sandy Hill Rd. (Westmoreland C) Irwin PA DNGL PA Turnpike Commission Donegal Maint Bldg - MP WB 183 Clay Pike Road (Westmoreland C) Acme PA GREE PA Turnpike Commission Greensburg Maint Bldg - MP G07.2 NB 241 AKH Maintenance Lane (Westmoreland) Jeanette PA JEFF PA Turnpike Commission Jefferson Hills Maint Bldg - MP M54.0 NB Rt. 43 Turnpike Ext (Allegheny Co.) Jefferson Hills PA NEWV PA Turnpike Commission NEWVILLE MAINT - MP WB 246 CENTER RD (CUMBERLAND C) NEWVILLE PA NCMB PA Turnpike Commission New Cumb Maint Bldg - MP EB 519 Marsh Run Road (York Co.) New Cumberland PA MTGT PA Turnpike Commission Mt. Gretna Maint Bldg - MP EB 3014 Pinch Road (Lancaster Co.) Manheim PA BOWM PA Turnpike Commission Bowmansville Maint Bldg - MP WB 441 Panorama Drive (Lancaster Co.) Denver PA STOR PA Turnpike Commission DISTRICT 4 MAINT 1801 GALLAGHER ROAD PLYMOUTH MEETING PA DVLT PA Turnpike Commission Devault Maint Bldg - MP WB 2225 Valley Hill Rd (Chester Co.) Malvern PA DISTRICT 3 DISTRICT PLYM PA Turnpike Commission Plymouth Meeting Maint Bldg - MP WB 402 Germantown Pike (Montgomery Co.) Plymouth Meeting PA DISTRICT 2 STOR PA Turnpike Commission DISTRICT 2 MAINT - MP EB 1657 ASHCOM ROAD (BEDFORD C) EVERETT PA SMST PA Turnpike Commission Somerset Maint Bldg - MP EB 177 Menser Road (Somerset C) Somerset PA KEGG PA Turnpike Commission Kegg Maint Bldg - MP Cider Road (Bedford Co.) Manns Choice PA EVRT PA Turnpike Commission Everett Maint Bldg - MP EB 1657 Ashcom Road (Bedford C) Everett PA BRNT PA Turnpike Commission Burnt Cabins Maint Bldg - MP EB Locke Road (Huntingdon C) Shade Gap PA TREV PA Turnpike Commission Trevose Maint Bldg - MP EB 2999 Galloway Rd (Bucks Co.) Bensalem PA STOR PA Turnpike Commission DISTRICT 5 MAINT - MP A94.72 SB BOX 18 STAR ROUTE (CARBON CO) WHITE HAVEN PA QTWN PA Turnpike Commission Quakertown Maint Bldg - MP A43.70 NB 1800 John Fried Highway (Bucks Co.) Quakertown PA SLAT PA Turnpike Commission Slatington Maint Bldg - MP A70.10 NB 2952 Mountain Road (Lehigh Co.) Slatington PA POCN PA Turnpike Commission Pocono Maint Bldg - MP A94.72 SB Box 18 - Star Route (Carbon Co.) White Haven PA DISTRICT WYOM PA Turnpike Commission Wyoming Valley Maint Bldg - MP A SB Route 315 (Luzerne Co.) Pittston PA

7 PTC FORM #79-11B (Rev. 2/13) (Continuation of Proposal) Sales made to the Pennsylvania Turnpike Commission are exempt from the provisions of the fair trade law, the Pennsylvania Sales Tax, and certain Federal Excise Taxes. CASH DISCOUNT OFFERED: Bidder hereby agrees that in the event of an award if payment is made within ( ) days after receipt of material he will offer the Pennsylvania Turnpike Commission a % discount. (NOTE: Discount offered will not be used for the purpose of evaluating lowest bid received.) The Bidder agrees that the Commission may set off the amount of any state tax liability or other obligation of the Contractor or its subsidiaries to the Commonwealth of PA against any payments due the Contractor under any contract with the Commission. BID In compliance with the within proposal, and subject to all the conditions thereof, the undersigned offers and agrees, if this bid be accepted, to furnish any or all items upon which prices are quoted, at the price set opposite each item, delivered at the point(s) specified. This bid will remain firm for sixty (60) days. Executed at this day of City, State Month, Year (IF A SOLE PROPRIETOR): Name of Company Owner (SEAL) TYPE OR PRINT NAME HERE (IF A PARTNERSHIP): Name of Company Owner (SEAL) TYPE OR PRINT NAME HERE (IF A CORPORATION): (See Instructions) Attest: Name of Company BY: Title Title Type or Print Name Here Address Telephone No. Please check all that apply to your business: Minority Business Enterprise Woman Business Enterprise Small Business Enterprise Veteran Business Enterprise Service Disabled Veteran-Owned Business Enterprise

8 PTC FORM #79-12 (Rev. 2/13) PENNSYLVANIA TURNPIKE COMMISSION Harrisburg, Pennsylvania GENERAL CONDITIONS AND INSTRUCTIONS TO BIDDERS The foregoing proposal is subject to the following conditions and instructions, all interpretations of which shall be at the sole discretion of the Pennsylvania Turnpike Commission: A. DEFINITION OF TERMS: "APPROVED EQUAL": Wherever in these proposal forms and specifications an article or material is defined by using a trade name or the name and catalog number of a manufacturer or vendor, the term "OR APPROVED EQUAL", if not inserted therewith, shall be implied. It is understood that any reference to a particular manufacturer's product, either by trade name or by limited description, has been made solely for the purpose of more clearly indicating the minimum standard of quality desired. The term "OR APPROVED EQUAL" is defined as meaning any other make equal in material, workmanship, and service, and as efficient and economical in operation. An article meeting these conditions may be accepted, unless specifically noted other wise in the bid document. B. EXECUTION OF PROPOSAL 1. All blank spaces in the proposal and bid shall be filled in clearly where indicated, either typed or written in ink. Altering or changing any part of this proposal or bid will be sufficient reason for rejection. 2. It is the bidder's responsibility to contact the Pennsylvania Department of Revenue or the Internal Revenue Service to determine the applicability of taxes. Generally though, direct sales to the Commission (an instrumentality of the Commonwealth of Pennsylvania) of tangible personal property that will not become a permanent part of real estate are exempt from Pennsylvania sales tax. Any other applicable tax may not be stated as a separate line item in the bid. Successful bidders will be required to furnish Tax Exemption Forms with their invoices. Relevant exemption numbers and certificates are available by request to purchasing@paturnpike.com. 3. Bidders shall submit a separate unit price for each item, a total bid, a total lump sum bid covering all items in each group, and a total lump sum bid covering all items of all groups. Award will be made on separate unit price, total bid, or a total lump sum bid covering all items in each group, or a total lump sum bid for all items of all groups, whichever is to the best interest of the Pennsylvania Turnpike Commission. In case of a discrepancy, the unit price will be considered as the price bid. The extension figures are only for the information of the Commission and will not be considered as part of the bid. 4. The bid must be signed by the owner, if the bidder is a sole proprietor; or by a general partner, if the bidder is a partnership. If the bidder is a corporation, the bid must be signed by the president or vice-president, and attested by the secretary or treasurer or assistant secretary or treasurer. A corporate bidder may, in the alternative, execute a bid other than by the formality set forth above, by signing such bid by an officer, employee or agent having express authority by reason of a power of attorney identifying that officer or agent by name and title; a copy of the power of attorney (signed by the president or vice-president, attesting to the corporate minutes setting forth the resolution of authority and certified by the secretary or treasurer or assistant secretary or treasurer) shall be attached to each such bid. 5. Unless specifically noted as a bid requirement, time, terms of delivery, and cash discounts offered by any bidder shall not be considered in making an award. However, if cash discounts are offered by any bidder, the Pennsylvania Turnpike Commission reserves the right to take advantage of such offer. 6. In the event of tie bids, time, terms of delivery and terms of payment shall be considered as factors by the Commission in making an award. C. BONDING Proposal, performance, and payment guaranty to be provided in accordance with terms set forth in the RFQ document. D. FURNISHING OF SAMPLES Samples, if required, must be furnished at the expense of the bidder and will become the property of the Pennsylvania Turnpike Commission. E. QUESTIONS All questions regarding this Request for Quotation must be submitted in writing to the address of the Buyer provided in the bid document. Questions received within 48 hours prior to the bid due date and time will be answered at the discretion of the Commission. All questions received will be answered in writing and/or formally issued as an addendum at the discretion of the Buyer. The Buyer shall not be bound by any verbal information that is not either contained within the Request for Quotation or formally issued as an addendum. The Commission does not consider questions to be a protest of the specifications or of the solicitation. F. ELECTRONIC VERSIONS OF THE REQUEST FOR QUOTATION If the RFQ is being made available by electronic means, and the Bidder electronically accepts the RFQ, the Bidder acknowledges and accepts full responsibility to insure that no changes are made to the RFQ. In the event of a conflict between a version of the RFQ in the Bidder s possession and the Commission s version of the RFQ, the Commission s version shall govern. G. WITHDRAWAL OF BID PRIOR TO OPENING Each bidder who submits his bid specifically waives any right to withdraw it except as hereinafter provided. Bidders will be given permission to withdraw any bid after it has been deposited with the Commission, provided the bidder makes his request by telephone or in writing to the Manager of Strategic Sourcing and Asset Management. Withdrawal by telephone or in writing must be made not later than twenty-four (24) hours before the time fixed for the bid opening. Requests pertaining to withdrawal by telephone must be confirmed in writing by the bidder and must reach the Manager of Strategic Sourcing and Asset Management, Pennsylvania Turnpike Commission, not later than one (1) hour prior to the time fixed for the opening of bids. PA Turnpike Commission GENERAL CONDITIONS & INSTRUCTIONS TO BIDDERS Page1

9 PTC FORM #79-12 (Rev. 2/13) H. ACCEPTANCE OR REJECTION OF BID; CONFORMITY TO SPECIFICATION; ELIGIBILITY FOR AWARD 1. The Pennsylvania Turnpike Commission reserves the right to reject any and all bids, to waive technical defects, and to accept or reject any part of any bid if, in its judgment, the best interests of the Pennsylvania Turnpike Commission are thereby served. 2. The Commission may reject all bids not meeting specifications. 3. No award will be made to any bidder who, in the opinion of the Manager of Strategic Sourcing and Asset Management of the Pennsylvania Turnpike Commission, is in default of any bid, purchase order, or contract with the Pennsylvania Turnpike Commission, prior to the date of the bid under consideration. I. BID RESULTS 1. Request for bid summary information for this RFQ will be given only when accompanied by stamped self-addressed envelope. No telephone inquiries honored. 2. Request for previous bid results or any other details of previous purchases or contracts is considered a request for public records under the Right-to-Know Law (RTKL), Act 3 of 2008 and shall comply with the Commission s policies, process and procedures for requesting such records. RTKL requests may be submitted online at J. UNDERTAKING BY BIDDER In submitting the foregoing bid, the bidder certifies that: 1. The bidder shall be responsible for all damage to life and property due to negligence or other tortious acts, errors, and omissions arising from or related to the work of this Agreement. The bidder shall indemnify and hold harmless the Commission, the Commission s officers, and the Commission's employees from any claim or liability of any type or nature arising from or related to the work of the bidder or that of the bidder's employees or subcontractors. 2. The prices in this bid are neither directly nor indirectly the result of any agreement with any other bidder. 3. To the best of the knowledge of the person signing the proposal for the Bidder and except as otherwise disclosed by the Bidder in its proposal, the Bidder has no outstanding, delinquent obligations to the Commonwealth including, but not limited to, any state tax liability not being contested on appeal or other obligation of the Bidder that is owed to the Commonwealth. 4. The Bidder is not currently under suspension or debarment by the Commonwealth, or any other state, or the federal government, and if the Bidder cannot certify, then it shall submit along with the proposal a written explanation of why such certification cannot be made. 5. Each Bidder, by submitting its proposal, authorizes all Commonwealth agencies to release to the Commission information related to liabilities to the Commonwealth including, but not limited to, taxes, unemployment compensation, and workers compensation liabilities. K. DELIVERY OF MATERIALS; INSPECTION; REMEDIES OF COMMISSION FOR NON-CONFORMITY TO SPECIFICATIONS 1. Delivery must be made strictly in accordance with the proposal. The material listed in the proposal must be delivered F.O.B. the point or points shown on the proposal. Delivery must be made on, or before, the date specified in the proposal. 2. If upon inspection of the material, any article that is defective or fails in any way to meet the terms of the contract or purchase order will be rejected. The decision of the Pennsylvania Turnpike Commission shall be final and the rejected material will be replaced by, and at the expense of, the supplier. 3. If a supplier furnishes articles not meeting specifications, and does not replace such articles, or if there is a failure to deliver any purchase within the specified time, the Commission may purchase the same in the open market and deduct the expense, including any excess in price over that called for in the contract, from the amount due the supplier from the Pennsylvania Turnpike Commission. If the amount due the supplier is not sufficient to meet such expenses in excess price paid for, the Commission may proceed against the supplier or his sureties or both. 4. All materials, equipment, and supplies must conform to the regulations of the Pennsylvania Turnpike Commission or the Department of Labor & Industry or any other of the Departments of the Commonwealth of Pennsylvania, with established standards. 5. In accordance with the provisions of the Act of 1978, No. 3, 73 P.S et seq., as amended by Act No. 161 of 1982 and Act. No. 144 of 1984 (Steel Products Procurement Act), all vendors, suppliers, or contractors shall use or furnish only steel products produced in the United States in the performance of the contract or purchase order. L. NO SUBLETTING OR ASSIGNMENT No contract may be assigned, sublet, or transferred without prior written consent of the Pennsylvania Turnpike Commission. M. CAUSE FOR REMOVAL FROM BID LIST Any vendor not responding two (2) consecutive times or any vendor who does not receive an award for a period of five (5) years shall be purged from the mailing list, unless specifically noted otherwise in the bid document. A "NO BID" is considered a reply. N. NON-DISCRIMINATION CLAUSE The Pennsylvania Turnpike Commission's Non-Discrimination Clause shall be considered a part of this proposal. Copies of the Non- Discrimination Clause can be obtained by contacting the Purchasing Office. O. NON-WAIVER OF ADDITIONAL RIGHTS The enumeration in these Conditions and Instructions of certain rights and remedies in the Commission shall not be construed to preclude the exercise by the Commission of other and additional rights and remedies which are available generally at law or which may be implied from the foregoing. P. CONTRACTING OFFICER for this bid and for any Purchase Orders issued as a result of this bid is the Manager of Strategic Sourcing and Asset Management. PA Turnpike Commission GENERAL CONDITIONS & INSTRUCTIONS TO BIDDERS Page2

10 QUOTATION DELIVERY INSTRUCTIONS: (DO NOT DISCARD) QUOTATION ENCLOSED (Check One) BID NO-BID Bid # Due Date 4/22/2013 PENNSYLVANIA TURNPIKE COMMISSION STRATEGIC SOURCING DEPARTMENT P.O. BOX HARRISBURG, PA All bid quotations must be returned in a sealed envelope addressed exactly as shown above. The label may be cut out and affixed firmly to the response envelope. Failure to address envelope properly and include bid number and due date on face of envelope will be deemed sufficient reason for rejection of quotation. For Overnight or Express Delivery of bid documents, quotation must be sealed in a separate envelope addressed exactly as shown above. The sealed quotation may then be sent to: Pennsylvania Turnpike Commission 700 South Eisenhower Boulevard Middletown, PA Please note that use of U.S. Mail, FedEx, UPS, or other delivery method does not guarantee delivery to the Strategic Sourcing Department of the PA Turnpike Commission located 700 South Eisenhower Boulevard, Middletown, PA by the announced bid opening time. All bidders should allow sufficient delivery time to ensure timely receipt of their bids.

11 PENNSYLVANIA TURNPIKE COMMISSION SPECIAL CONTRACT TERMS AND CONDITIONS SECTION I GENERAL INFORMATION I.1 OVERVIEW Resulting contract(s) shall cover the requirements of the PA Turnpike Commission for Unleaded Gasoline and Ethanol delivery as shown on the accompanying bid document. I.2 BIDDING Bidders must designate the appropriate Market on which pride adjustments will be based during the contract period. Bidders may select only one of the three primary Pennsylvania Markets: Harrisburg, Philadelphia, or Pittsburgh. Bidders must offer one bid price differential to supply the appropriate Gasoline grade to each location. The bid price is the price differential above the weekly adjusted fuel price as described in the Price Adjustment Clause (Section III). The differential shall remain fixed for the entire contract period. Bid price differential should be shown as four (4) decimal places. The price differential includes all transportation, delivery, handling charges, fees, overhead, profit, and any applicable taxes, etc. The PA Turnpike Commission is responsible for any Lust and Oil Spill Prevention Taxes, and they must be included in the differential quote. The fuel compliance type is designated for each PA Turnpike location based on regulations that apply to the location s county. Definitions of compliance types within the scope of this contract are: CONV Counties allow sale of 9.0 RVP Conventional E-10 year-round RVP Counties have a 7.8 RVP designation for June 1 through September 15. RFG Counties are mandated to sell Northern grade RFG year-round. Quantities listed are estimated usage and do not reflect a firm commitment to purchase exact quantities. I.3 AWARD It is the intention of the PA Turnpike Commission to award contract(s) in a manner most beneficial to the Commission. Resulting contract(s) shall be made to the responsive and responsible bidder(s). The basis for award shall be the lowest unit price based on differential and evaluation market price as shown on the accompanying bid document. I.4 OPTION TO EXTEND The PA Turnpike Commission reserves the right, upon notice to the Contractor, to extend the Contract or any part of the Contract for up to three (3) months upon the same terms and conditions to prevent a lapse in Contract coverage and only for the time necessary to enter into a new contract. page 1 of 6

12 I.5 OPTION TO RENEW The contract(s) of any part of the contract(s) may be renewed for an additional one-year term by mutual agreement between the PA Turnpike Commission and the Contractor(s). If the Contract(s) is/are renewed, the same terms and conditions shall apply. I.6 OPTION FOR SEPARATE COMPETITIVE BIDDING PROCEDURE The PA Turnpike Commission reserves the right to purchase supplies covered under this Contract through a separate competitive bidding procedure, whenever the Strategic Sourcing Department deems it to be in the best interest of the Commission. The right will generally be exercised only when a specific need for a large quantity of the supply exists or the price offered is significantly lower than the Contract price. I.7 ADDITIONAL LINE ITEMS Additional line items that are reasonably construed to be within the scope of each contract may be added to the contract through mutual agreement of the Contractor and the PA Turnpike Strategic Sourcing Department. Fair and accepted pricing will be comparable to similar items or the appropriate based line items. I.8 INQUIRIES - Direct all questions concerning this solicitation to: Karen Ruch Strategic Sourcing Supervisor 700 South Eisenhower Blvd Middletown, PA fax kruch@paturnpike.com page 2 of 6

13 SECTION II SCOPE OF WORK II.1 II.2 SCOPE OF SUPPLY REQUIREMENTS Supplier is required to supply any facility on their awarded Contract. ORDERING PROCEDURE Orders will be placed via telephone or to the Order Desk contact provided on the Bid Document. All orders must be acknowledged with an reply to the PTC Personnel who placed the order. The Order Desk address provided for this Contract must be regularly monitored and covered by more than one individual to ensure that orders are not delayed. II.3 DELIVERIES Deliveries must be made Monday through Friday, between the hours of 8:00 AM and 2:30 PM (excluding Holidays) unless other prior arrangements are approved by the Strategic Sourcing Department. No deliveries are to be made without prior telephone or notification from authorized PTC personnel. Supplier must notify PTC personnel when they arrive at the delivery location. No fuel shall be dumped into PTC underground storage tanks until notification has been secured. The driver must obtain a signature from the PTC authorized representative verifying the readout. Standard minimum delivery quantity will be 2000 gallons. Vendor will list fuel compliance dates for control areas in Bucks, Chester, Delaware, Montgomery, Philadelphia, Allegheny, Armstrong, Beaver, Butler, Fayette, Washington, and Westmoreland Counties on the delivery receipts. Vendor will agree to a 1,500-gallon delivery to the facilities located within the controlled counties listed above. Contractor is responsible to adhere to the PTC requested fuel mixtures. II.4 DELIVERY DOCUMENTS Supplier will furnish computerized bills of lading, metered slips from terminal loadings, and sealed compartment metered delivery tickets as applicable. Stick measure only deliveries are not acceptable. Gross gallonage billing only; the Commission will not accept temperature corrected billing. page 3 of 6

14 II.5 II.6 LIABILITY The supplier shall insure that adequate safety measures are taken to protect Commission buildings, grounds, and/or equipment from damages resulting from the furnishing and delivery of the fuel. The supplier shall be liable for any damages from which it or its employees are responsible. The supplier shall provide constant surveillance during delivery by having a person in attendance at all times at the point of transfer. FUEL SPECIFICATIONS: Unleaded Gasoline must meet current ASTM D4814, Specification for Automotive Spark- Ignition Engine Fuel, shall have an antilock index of at least 87, and shall be adjusted for season and locality in accordance with recommendations in ASTM D4814. In the event that oxygenated gas requirements are implemented, as per EPA requirements, all deliveries shall comply. Ethanol must meet current ASTM D , Table 3, Specification, shall be adjusted for season and locality in accordance with recommendations in ASTM D4814. In the event that oxygenated gas requirements are implemented, as per EPA requirements, all deliveries shall comply. Standard Ethanol percentage is 85%, which may fluctuate seasonally from 70 85%. II.7 LABORATORY TESTING RESULTS The PA Turnpike Commission reserves the right to require all awarded suppliers to provide certified sample data from laboratory testing performed by the suppliers, or performed by an independent laboratory, as specified by the Commission. All costs associated with supplying these samples are the responsibility of the supplier. When it is found that fuel delivered does not comply with the specification requirements, the supplier, at their own expense, may be required to remove all such sub-standard fuel from the purchaser s tank(s) and replace it with fuel meeting the specification, if such removal is instructed by the Strategic Sourcing Department. When the inspection of the tank(s) after removal of the sub-standard fuel indicates that the delivered product has rendered the tank(s) unsuitable for use, then the supplier may be responsible for cleaning of the tank(s) so affected, if such cleaning is instructed by the Strategic Sourcing Department. page 4 of 6

15 SECTION III PRICING AND INVOICING III.1 PRICE ADJUSTMENT CLAUSE 1. Prices under the resulting Contract(s) will change based upon this clause only. Any other price conditions will be rejected and will result in rejection of your bid as a responsive bid. 2. The basis for change will be the weekly Oil Price Information Service (OPIS) Rack Report average rack figures for each fuel type. Changes will be determined each Friday and will become effective the following Monday. If the price information is not published due to a holiday, the last published price information will be used. 3. The first price adjustment will be effective on the Monday prior to the effective date of the Contract(s). 4. Price Adjustment Sheets, showing the price of the fuel that the supplier will be permitted to charge, will be ed to the supplier(s) each Friday. 5. In case of a dispute with the calculated prices, suppliers will have two (2) business days after receiving the Price Adjustment Sheets to contact the Strategic Sourcing Department. After two (2) business days, the adjusted prices are firm and will not be evaluated or changed. 6. The following OPIS Rack Averages will be used for Unleaded Gasoline fuel types: Conventional E-10 ETHANOL (10%) Unl (9.0 RVP or appropriate seasonal product) Northern Grade RFG RFG ETHANOL (10%) Unl The market price will be rounded to four (4) figures following the decimal. The total fuel price is calculated using the RACK AVERAGE of the appropriate product and market (Harrisburg, Philadelphia or Pittsburgh) for each PA Turnpike location plus (or minus) the awarded price differential. 7. The following OPIS Rack Average will be used for Ethanol: Ethanol E-85, E-70 or E-75 as seasonally available (Harrisburg or Pittsburgh) Market prices will be rounded to four (4) figures following the decimal. The total fuel price is calculated using the Rack Average Fuel Price plus (or minus) the awarded price differential. page 5 of 6

16 III.2 INVOICES All invoices must reference the Contract number, the PTC location to which the fuel was delivered, and the date of the delivery. Failure to provide this information on the invoices will delay payment. Payment will be based upon the total fuel price on the day that the fuel delivery is made. When invoicing, no other taxes or fees shall be added to the aforementioned total fuel price. This action only delays invoice payment. Any applicable taxes or fee assessments shall be included in the price differential (See I.2 BIDDING). If, as a result of legislation or any regulatory body, a new tax or fee is established subsequent to bid opening then the supplier may request that the new tax or fee be added as part of the total fuel price. As a minimum, the request shall include the name, amount, effective date, and applicability of the new tax or fee, as well as reference to the legislation or regulation that authorized it. If the Commission agrees that it is subject to the new tax or fee, then a change notice will be issued to allow for payment. In the event of an emergency Sunday delivery, payment will be based on the fuel price for the preceding week. III.3 REPORTING REQUIREMENTS The Commission requires a monthly electronic (Microsoft Excel/Access) summary report from the Contractor. The electronic format shall be jointly determined by the Contractor and the Commission. As a minimum, the report shall contain the following information: Contract Number, Contractor Name, Account Number, Invoice Number, Customer Name, Delivery Address (include Name, Street, City), Delivery Date, Fuel Description, Quantity, Unit of Measure, Unit Price, and Total Price. The report must be filed within thirty (30) days after the end of each month with the Commission. In addition, the Contractor may be asked to furnish additional information to the Commission regarding deliveries, payments, invoices, etc. page 6 of 6