REQUEST FOR PROPOSALS FOR

Universal Fleet Fuel Card

DEPARTMENT OF GENERAL SERVICES

BUREAU OF VEHICLE MANAGEMENT

RFP NUMBER

CN00020108

DATE OF ISSUANCE

August 23, 2006

REQUEST FOR PROPOSALS FOR

CN00020108

TABLE OF CONTENTS CALENDAR OF EVENTS [page iii] Part I—GENERAL INFORMATION [page 1] Part II—PROPOSAL REQUIREMENTS [page 14] Part III—CRITERIA FOR SELECTION [page 22] Part IV—WORK STATEMENT [page 25] APPENDIX A, STANDARD CONTRACT TERMS AND CONDITIONS APPENDIX B, DOMESTIC WORKFORCE UTILIZATION CERTIFICATION APPENDIX C, MAINFRAME SYSTEM DATA, PENNDOT APPENDIX D, REBATE/DISCOUNT/INCENTIVE FORM APPENDIX E, 02-03 ACCOUNT SUMMARY HISTORY APPENDIX F, 04-05 ACCOUNT SUMMARY HISTORY APPENDIX G, COSTARS PROGRAM QUESTIONNAIRE

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CALENDAR OF EVENTS The Commonwealth will make every effort to adhere to the following schedule:

Activity Responsibility Date

Deadline to submit Questions via email to patrmiller@state.pa.us.

Potential Offerors

By September 1, 2006

Answers to Potential Offeror questions posted to the DGS website (http://www.dgsweb.state.pa.us/comod/main.asp) no later than this date.

Issuing Office September 12, 2006

Please monitor website for all communications regarding the RFP.

Potential Offerors Ongoing

Sealed proposal must be received by the Issuing Office at Department. of General Services, Forum Place, 6th floor, 555 Walnut St., Harrisburg, PA 17101, Attn: Bid Room

Offerors

September 21, 2006

By 1:30 pm

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PART I

GENERAL INFORMATION I-1. Purpose. This request for proposals (RFP) provides to those interested in submitting proposals for the subject procurement (“Offerors”) sufficient information to enable them to prepare and submit proposals for the Department of General Services, Bureau of Procurement’s consideration on behalf of the Commonwealth of Pennsylvania to satisfy a need for a Universal Fleet Fuel Card. I-2. Issuing Office. The Department of General Services, Bureau of Procurement has issued this RFP on behalf of the Commonwealth. The sole point of contact in the Commonwealth for this RFP shall be Patricia M. Miller, 555 Walnut Street, 6th Floor, Harrisburg, PA 17101, patrmiller@state.pa.us, 717-346-3831, the Issuing Officer for this RFP. Please refer all inquiries to the Issuing Officer. I-3. Scope. This RFP contains instructions governing the requested proposals, including the requirements for the information and material to be included; a description of the service to be provided; requirements which Offerors must meet to be eligible for consideration; general evaluation criteria; and other requirements specific to this RFP. I-4. Problem Statement. The Commonwealth of Pennsylvania owns a fleet of 16,000 vehicles across 60 Agencies, Authorities, Boards, Commissions, Councils, Departments, and Offices in all 67 counties. The Commonwealth of Pennsylvania currently utilizes a fleet card management system for fuel, oil, minor maintenance purchases, and emergency repairs. Department of General Services, Bureau of Vehicle Management’s Universal Fleet Fuel Card Contract terminates on December 31, 2006. A universal fleet fuel card must be in place and operational by January 1, 2007, to provide the Commonwealth with continued services. Additional detail is provided in Part IV of this RFP. I-5. Type of Contract. It is proposed that if the Issuing Office enters into a contract as a result of this RFP, it will be a no cost contract containing the Standard Contract Terms and Conditions as shown in Appendix A and available at http://www.dgs.state.pa.us/dgs/lib/dgs/forms/comod/procurementforms/gspur12f.doc The Issuing Office, in its sole discretion, may undertake negotiations with Offerors whose proposals, in the judgment of the Issuing Office, show them to be qualified, responsible and capable of performing the Project. I-6. Rejection of Proposals. The Issuing Office reserves the right, in its sole and complete discretion, to reject any proposal received as a result of this RFP. I-7. Incurring Costs. The Issuing Office is not liable for any costs the Offeror incurs in preparation and submission of its proposal, in participating in the RFP process or in anticipation of award of the contract.

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I-8. There will be no preproposal conference for this RFP. If there are any questions, please forward them to the Issuing Officer in accordance with Section I-9 to ensure adequate time for analysis before the Issuing Office provides an answer. All questions and written answers will be posted on the Department of General Services’ (DGS) website as an addendum to, and shall become part of, this RFP. I-9. Questions & Answers. If an Offeror has any questions regarding this RFP, the Offeror must submit the questions by email (with the subject line “RFP CN00020108 Question”) to the Issuing Officer named in Part I, Section I-2 of the RFP. If the Offeror has questions, they must be submitted via email no later than the date indicated on the Calendar of Events. The Offeror shall not attempt to contact the Issuing Officer by any other means. The Issuing Officer shall post the answers to the questions on the DGS website by the date stated on the Calendar of Events. All questions and responses as posted on the DGS website are considered as an addendum to, and part of, this RFP in accordance with RFP Part I, Section I-10. Each Offeror shall be responsible to monitor the DGS website for new or revised RFP information. The Issuing Office shall not be bound by any verbal information nor shall it be bound by any written information that is not either contained within the RFP 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. The required protest process for Commonwealth procurements is described on the DGS website. I-10. Addenda to the RFP. If the Issuing Office deems it necessary to revise any part of this RFP before the proposal response date, the Issuing Office will post an addendum to the DGS website at www.dgsweb.state.pa.us/comod/main.asp. It is the Offeror’s responsibility to periodically check the website for any new information or addenda to the RFP. Answers to the questions asked during the Questions & Answers period also will be posted to the website as an addendum to the RFP. I-11. Response Date. To be considered for selection, hard copies of proposals must arrive at the Issuing Office on or before the time and date specified in the RFP Calendar of Events. The Issuing Office will not accept proposals via email or facsimile transmission. Offerors who send proposals by mail or other delivery service should allow sufficient delivery time to ensure timely receipt of their proposals. If, due to inclement weather, natural disaster, or any other cause, the Commonwealth office location to which proposals are to be returned is closed on the proposal response date, the deadline for submission will be automatically extended until the next Commonwealth business day on which the office is open, unless the Issuing Office otherwise notifies Offerors. The hour for submission of proposals shall remain the same. The Issuing Office will reject, unopened, any late proposals. I-12. Proposals. To be considered, Offerors should submit a complete response to this RFP, using the format provided in Part II, providing nine (9) paper copies of the proposal to the Issuing Office. In addition to the paper copies of the proposal, Offerors shall submit two complete and exact copies of the technical proposal on CD-ROM in Microsoft Office or Microsoft Office-compatible format. The Offeror shall make no other distribution of its proposal

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to any other Offeror or Commonwealth official or Commonwealth consultant. Each proposal page should be numbered for ease of reference. An official authorized to bind the Offeror to its provisions must sign the proposal. For this RFP, the proposal must remain valid for 120 days or until a contract is fully executed. If the Issuing Office selects the Offeror’s proposal for award, the contents of the selected Offeror’s proposal will become, except to the extent the contents are changed through Best and Final Offers or negotiations, contractual obligations. The information in the proposal will become a public record upon contract execution, except as limited by Section 106 (b)(1) of the Commonwealth Procurement Code, 62 Pa. C.S. § 106 (b)(1). Each Offeror submitting a proposal specifically waives any right to withdraw or modify it, except that the Offeror may withdraw its proposal by written notice received at the Issuing Office’s address for proposal delivery prior to the exact hour and date specified for proposal receipt. An Offeror or its authorized representative may withdraw its proposal in person prior to the exact hour and date set for proposal receipt, provided the withdrawing person provides appropriate identification and signs a receipt for the proposal. An Offeror may modify its submitted proposal prior to the exact hour and date set for proposal receipt only by submitting a new sealed proposal or sealed modification which complies with the RFP requirements. I-13. Disadvantaged Business Information. The Issuing Office encourages participation by small disadvantaged businesses as prime contractors, joint ventures and subcontractors/suppliers and by socially disadvantaged businesses as prime contractors. Small Disadvantaged Businesses are small businesses that are owned or controlled by a majority of persons, not limited to members of minority groups, who have been deprived of the opportunity to develop and maintain a competitive position in the economy because of social disadvantages. The term includes:

a. Department of General Services Bureau of Minority and Women Business Opportunities (BMWBO)-certified minority business enterprises (MBEs) and women business enterprises (WBEs) that qualify as small businesses; and

b. United States Small Business Administration-certified small disadvantaged

businesses or 8(a) small disadvantaged business concerns. Small businesses are businesses in the United States that are independently owned, are not dominant in their field of operation, employ no more than 100 persons and earn less than $20 million in gross annual revenues ($25 million in gross annual revenues for those businesses in the information technology sales or service business). Socially disadvantaged businesses are businesses in the United States that BMWBO determines are owned or controlled by a majority of persons, not limited to members of minority groups, who are subject to racial or ethnic prejudice or cultural bias, but which do not qualify as small businesses. In order for a business to qualify as “socially disadvantaged,” the Offeror must include in its proposal clear and convincing evidence to establish that the business has personally suffered racial or ethnic prejudice or cultural bias stemming from the business person’s color, ethnic origin or gender.

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Questions regarding this Program can be directed to:

Department of General Services Bureau of Minority and Women Business Opportunities Room 611, North Office Building Harrisburg, PA 17125 Phone: (717) 787-6708 Fax: (717) 772-0021 Email: gs-bmwbo@state.pa.us

Program information and a database of BMWBO-certified minority- and women-owned businesses can be accessed at www.dgs.state.pa.us, DGS Keyword: BMWBO. The federal vendor database can be accessed at http://www.ccr.gov by clicking on Dynamic Small Business Search (certified companies are so indicated). I-14. Information Concerning Small Businesses in Enterprise Zones. The Issuing Office encourages participation by small businesses, whose primary or headquarters facility is physically located in areas the Commonwealth has identified as Designated Enterprise Zones, as prime contractors, joint ventures and subcontractors/suppliers. The definition of headquarters includes, but is not limited to, an office or location that is the administrative center of a business or enterprise where most of the important functions of the business are conducted or concentrated and location where employees are conducting the business of the company on a regular and routine basis so as to contribute to the economic development of the geographical area in which the office or business is geographically located. Small businesses are businesses in the United States that are independently owned, are not dominant in their field of operation, employ no more than 100 persons and earn less than $20 million in gross annual revenues ($25 million in gross annual revenues for those businesses in the information technology sales or service business). There is no database or directory of small businesses located in Designated Enterprise Zones. Information on the location of Designated Enterprise Zones can be obtained by contacting:

Aldona M. Kartorie Center for Community Building PA Department of Community and Economic Development 4th Floor, Commonwealth Keystone Building 400 North Street Harrisburg, PA 17120-0225 Phone: (717) 720-7409 Fax: (717) 787-4088 Email: akartorie@state.pa.us

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I-15. Economy of Preparation. Offerors should prepare proposals simply and economically, providing a straightforward, concise description of the Offeror’s ability to meet the requirements of the RFP. I-16. Alternate Proposals. The Issuing Office has identified the basic approach to meeting its requirements, allowing Offerors to be creative and propose their best solution to meeting these requirements. The Issuing Office will not accept alternate proposals. I-17. Discussions for Clarification. Offerors may be required to make an oral or written clarification of their proposals to the Issuing Office to ensure thorough mutual understanding and Offeror responsiveness to the solicitation requirements. The Issuing Office will initiate requests for clarification. I-18. Prime Contractor Responsibilities. The contract will require the selected Offeror to assume responsibility for all services offered in its proposal whether it produces them itself or by subcontract. The Issuing Office will consider the selected Offeror to be the sole point of contact with regard to contractual matters. I-19. Proposal Contents. Offerors should not label proposal submissions as confidential or proprietary. The Issuing Office will hold all proposals in confidence and will not reveal or discuss any proposal with competitors for the contract, unless disclosure is required:

i) Under the provisions of any Commonwealth or United States statute or regulation; or

ii) By rule or order of any court of competent jurisdiction.

After a contract is executed, however, the successful proposal is considered a public record under the Right-to Know Law, 65 P.S. § 66.1—66.9, and therefore subject to disclosure. The financial capability information submitted under Part II, Section II-7 shall not be disclosed in the final contract. All material submitted with the proposal becomes the property of the Commonwealth of Pennsylvania and may be returned only at the Issuing Office’s option. The Issuing Office, in its sole discretion, may include any person other than competing Offerors on its proposal evaluation committee. The Issuing Office has the right to use any or all ideas presented in any proposal regardless of whether the proposal becomes part of a contract. I-20. Best and Final Offers. The Issuing Office reserves the right to conduct discussions with Offerors for the purpose of obtaining “best and final offers.” To obtain best and final offers from Offerors, the Issuing Office may do one or more of the following:

i) Enter into pre-selection negotiations, including the use of an online auction;

ii) Schedule oral presentations; and

iii) Request revised proposals.

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The Issuing Office will limit any discussions to responsible Offerors (those that have submitted responsive proposals and possess the capability to fully perform the contract requirements in all respects and the integrity and reliability to assure good faith performance) whose proposals the Issuing Office has determined to be reasonably susceptible of being selected for award. The Criteria for Selection found in Part III, Section III-4, shall also be used to evaluate the best and final offers. Price reductions offered through any reverse online auction shall have no effect upon the Offeror’s Technical Submittal. Dollar commitments to Disadvantaged Businesses and Enterprise Zone Small Businesses can be reduced only in the same percentage as the percent reduction in the total price offered through negotiations, including the online auction. I-21. News Releases. Offerors shall not issue news releases, Internet postings, advertisements or any other public communications pertaining to this Project without prior written approval of the Issuing Office, and then only in coordination with the Issuing Office. I-22. Restriction of Contact. From the issue date of this RFP until the Issuing Office selects a proposal for award, the Issuing Officer is the sole point of contact concerning this RFP. Any violation of this condition may be cause for the Issuing Office to reject the offending Offeror’s proposal. If the Issuing Office later discovers that the Offeror has engaged in any violations of this condition, the Issuing Office may reject the offending Offeror’s proposal or rescind its contract award. Offerors must agree not to distribute any part of their proposals beyond the Issuing Office. An Offeror who shares information contained in its proposal with other Commonwealth personnel and/or competing Offeror personnel may be disqualified. I-23. Debriefing Conferences. Offerors whose proposals are not selected will be notified of the name of the selected Offeror and given the opportunity to be debriefed. The Issuing Office will schedule the time and location of the debriefing. The debriefing will not compare the Offeror with other Offerors, other than the position of the Offeror’s proposal in relation to all other Offeror proposals. An Offeror’s exercise of the opportunity to be debriefed does not constitute the filing of a protest. I-24. Issuing Office Participation. Offerors shall provide all services, supplies, facilities, and other support necessary to complete the identified work, except as otherwise provided in this Part I, Section I-24. Vehicle Management will provide personnel to work directly with supplier during implementation; no space or other type of physical facilities are necessary I-25. Term of Contract. The term of the contract will commence on the Effective Date and will end three (3) years from the Effective Date. There will be two, one (1) year renewal options. The Issuing Office will fix the Effective Date after the contract has been fully executed by the selected Offeror and by the Commonwealth and all approvals required by Commonwealth contracting procedures have been obtained. The selected Offeror shall not start the performance of any work prior to the Effective Date of the contract and the Commonwealth shall not be liable to pay the selected Offeror for any service or work performed or expenses incurred before the Effective Date of the contract.

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I-26. Offeror’s Representations and Authorizations. By submitting its proposal, each Offeror understands, represents, and acknowledges that:

a. All of the Offeror’s information and representations in the proposal are material and important, and the Issuing Office may rely upon the contents of the proposal in awarding the contract(s). The Commonwealth shall treat any misstatement, omission or misrepresentation as fraudulent concealment of the true facts relating to the Proposal submission, punishable pursuant to 18 Pa. C.S. § 4904.

b. The Offeror has arrived at the price(s) and amounts in its proposal independently

and without consultation, communication, or agreement with any other Offeror or potential Offeror.

c. The Offeror has not disclosed the price(s), the amount of the proposal, nor the

approximate price(s) or amount(s) of its proposal to any other firm or person who is an Offeror or potential Offeror for this RFP, and the Offeror shall not disclose any of these items on or before the proposal submission deadline specified in the Calendar of Events of this RFP.

d. The Offeror has not attempted, nor will it attempt, to induce any firm or person to

refrain from submitting a proposal on this contract, or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal or other form of complementary proposal.

e. The Offeror makes its proposal in good faith and not pursuant to any agreement or

discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive proposal.

f. To the best of the knowledge of the person signing the proposal for the Offeror,

the Offeror, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding or proposing on any public contract, except as the Offeror has disclosed in its proposal.

g. To the best of the knowledge of the person signing the proposal for the Offeror

and except as the Offeror has otherwise disclosed in its proposal, the Offeror 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 Offeror that is owed to the Commonwealth.

h. The Offeror is not currently under suspension or debarment by the

Commonwealth, any other state or the federal government, and if the Offeror cannot so certify, then it shall submit along with its proposal a written explanation of why it cannot make such certification.

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i. The Offeror has not made, under separate contract with the Issuing Office, any recommendations to the Issuing Office concerning the need for the services described in its proposal or the specifications for the services described in the proposal.

j. Each Offeror, by submitting its proposal, authorizes Commonwealth agencies to

release to the Commonwealth information concerning the Offeror's Pennsylvania taxes, unemployment compensation and workers’ compensation liabilities.

k. Until the selected Offeror receives a fully executed and approved written contract

from the Issuing Office, there is no legal and valid contract, in law or in equity, and the Offeror shall not begin to perform.

I-27. Notification of Selection. The Issuing Office will notify the selected Offeror in writing of its selection for negotiation after the Issuing Office has determined, taking into consideration all of the evaluation factors, the proposal that is the most advantageous to the Issuing Office. I-28. RFP Protest Procedure. The RFP Protest Procedure is on the DGS website at http://www.dgs.state.pa.us . A protest by a party not submitting a proposal must be filed within seven days after the protesting party knew or should have known of the facts giving rise to the protest, but no later than the proposal submission deadline specified in the Calendar of Events of the RFP. Offerors may file a protest within seven days after the protesting Offeror knew or should have known of the facts giving rise to the protest, but in no event may an Offeror file a protest later than seven days after the date the notice of award of the contract is posted on the DGS website. The date of filing is the date of receipt of the protest. A protest must be filed in writing with the Issuing Office. I-29. Use of Electronic Versions of this RFP. This RFP is being made available by electronic means. If an Offeror electronically accepts the RFP, the Offeror acknowledges and accepts full responsibility to insure that no changes are made to the RFP. In the event of a conflict between a version of the RFP in the Offeror’s possession and the Issuing Office’s version of the RFP, the Issuing Office’s version shall govern. I-30. COSTARS (Cooperative Sourcing to Achieve Reductions in Spend) Program Section 1902 of the Commonwealth Procurement Code, 62 Pa.C.S. § 1902 (“Section 1902”), authorizes local public procurement units and state-affiliated entities (together, “COSTARS Purchasers”) to participate in Commonwealth procurement contracts that the Department of General Services (“DGS”) may choose to make available to COSTARS Purchasers. DGS has identified this Contract as one suitable for COSTARS Purchaser participation.

A. Only those COSTARS Purchasers registered with DGS may purchase from a DGS contract. Several thousand COSTARS Purchasers are currently registered with DGS; therefore, the Contractor agrees to permit only DGS-

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registered COSTARS members to make COSTARS purchases from this Contract.

1. A “local public procurement unit” is:

• Any political subdivision; • Any public authority; • Any tax exempt, nonprofit educational or public health institution

or organization; • Any nonprofit fire, rescue, or ambulance company; and • To the extent provided by law, any other entity, including a council

of governments or an area government that expends public funds for the procurement of supplies, services, and construction.

2. A state-affiliated entity is a Commonwealth authority or other

Commonwealth entity that is not a Commonwealth agency. The term includes the Pennsylvania Turnpike Commission, the Pennsylvania Housing Finance Agency, the Pennsylvania Municipal Retirement System, the Pennsylvania Infrastructure Investment Authority, the State Public School Building Authority, the Pennsylvania Higher Educational Facilities Authority and the State System of Higher Education.

B. DGS has registered the COSTARS name and logo (together, the “COSTARS Brand”) as a trademark with the Pennsylvania Department of State. Therefore, the Contractor may use the COSTARS Brand only as permitted under this Subsection.

1. Any vendor offering to make Contract sales to COSTARS Purchasers is

required to pay a $500 annual fee covering its participation in the program, including without limitation any use of the COSTARS Brand. The fee is payable upon Contract award and upon the anniversary date of the Contract award for each succeeding year of the Contract. Failure to pay the fee shall result in termination of the Contractor’s permission to sell to COSTARS Purchasers under this Contract.

2. DGS grants the Contractor a nonexclusive license to use the COSTARS

Brand, subject to the following conditions:

a. The Contractor agrees not to transfer to any third party, including without limitation any of its subcontractors or suppliers, any privileges it may have to use the COSTARS Brand under this Contract.

b. The Contractor agrees not to use the COSTARS Brand to represent or imply any Commonwealth endorsement or approval of its products or services.

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c. The Contractor is permitted to use the COSTARS Brand in broadcast, or Internet media solely in connection with this and any other Contract with the Commonwealth under which it has agreed to make sales to COSTARS Purchasers. The Contractor may use the COSTARS Brand on business cards, brochures, and other print publications so long as the purpose is to identify the Contractor as a COSTARS vendor, and only so long as the required annual fee is kept current.

d. Should this Contract terminate for any reason, the Contractor agrees promptly to remove the COSTARS Brand from any and all print and electronic media and to refrain from using the COSTARS Brand for any purpose whatsoever from the date of Contract termination forward.

e. The Contractor agrees to defend, indemnify, and hold harmless the Commonwealth of Pennsylvania and DGS from and against all claims, demands, liabilities, obligations, costs, and expenses of any nature whatsoever arising out of or based upon the Contractor’s use of the COSTARS Brand.

f. The Contractor agrees it has no property rights in the use of the COSTARS Brand by virtue of this license. The Contractor expressly waives any claims, including without limitation due process claims, that may otherwise be available under the law in the event of any dispute involving these terms of use.

C. COSTARS Purchasers have the option to purchase from a Contract awarded under this procurement, from any DGS contract established exclusively for COSTARS Purchasers in accordance with the requirements of Section 1902, from any other cooperative procurement contracts, or from their own procurement contracts established in accordance with the applicable laws governing such procurements. The Contractor understands and acknowledges that there is no guarantee that any prospective COSTARS Purchaser will place an order under this Contract, and that it is within the sole discretion of the registered COSTARS Purchaser whether to procure from this Contract or to use another procurement vehicle.

D. DGS is acting as a facilitator for COSTARS Purchasers who may wish to purchase under this Contract. Registered COSTARS Purchasers who participate in this Contract and issue purchase orders (“POs”) to Contractors are third party beneficiaries who have the right to sue and be sued for breach of this contract without joining the Commonwealth or DGS as a party. The Commonwealth will not intervene in any action between a Contractor and a Purchaser unless substantial interests of the Commonwealth are involved.

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E. Registered COSTARS Purchasers electing to participate in this Contract will order items directly from the Contractor and be responsible for payment directly to the Contractor.

F. The Contractor shall furnish to the DGS COSTARS Program Office a quarterly

electronic Contract sales report detailing the previous quarter’s Contract purchasing activity, using the form and in the format prescribed by DGS. The Contractor shall submit its completed quarterly report no later than the fifteenth calendar day of the succeeding Contract quarter.

1. Until such time as DGS may provide the Contractor written notice of

automated report filing, the Contractor shall either e-mail the reports to GS-PACostars@state.pa.us or send the reports on compact disc via US Postal Service to the DGS COSTARS Program Office, Bureau of Procurement, 6th Floor Forum Place, 555 Walnut Street, Harrisburg, PA 17101. When DGS has instituted automated reporting, the Contractor shall comply with DGS’s written notice and instructions on automated Contract reports. DGS will provide these instructions with sufficient advance time to permit the Contractor to undertake automated reporting.

2. The Contractor shall include on each report the Contractor’s name and

address, the Contract number, and the period covered by the report. For each PO received, the Contractor shall include on the report the name of each COSTARS-Registered Purchaser that has used the Contract along with the total dollar volume of sales to the specific Purchaser for the reporting period.

3. DGS may suspend the Contractor’s participation in the COSTARS Program

for failure to provide the Quarterly Sales Report within the specified time.

G. Additional information regarding the COSTARS Program is available on the DGS COSTARS Website at www.dgs.state.pa.us/costars.

1. If the Contractor is aware of any qualified entity not currently registered and wishing to participate in the COSTARS Program, please refer the potential purchaser to the DGS COSTARS Website at www.dgs.state.pa.us/costars, where it may register by completing the online registration form and receiving DGS confirmation of its registration. To view a list of currently-registered COSTARS member entities, please visit the COSTARS website.

2. Direct all questions concerning the COSTARS Program to:

Department of General Services COSTARS Program 555 Walnut Street, 6th Floor Harrisburg, PA 17101

Telephone: 1-866-768-7827 E-mail GS-PACostars@state.pa.us

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I-31. Participating Addendum with an External Procurement Activity Section 1902 of the Commonwealth Procurement Code, 62 Pa.C.S. § 1902, permits external procurement activities to participate in cooperative purchasing agreements for the procurement of services, supplies or construction.

a. Definitions. The following words and phrases have the meanings set forth in this subsection a of Part I, Section I-31:

i) External procurement activity: The term, as defined in 62 Pa. C. S. §

1901, means a “buying organization not located in the Commonwealth [of Pennsylvania] which if located in this Commonwealth would qualify as a public procurement unit [under 62 Pa. C.S. §1901]. An agency of the United States is an external procurement activity.”

ii) Participating addendum: A bilateral agreement executed by the

Contractor and an external procurement activity that clarifies the operation of the Contract for the external procurement activity concerned. The terms and conditions in any participating addendum shall affect only the procurements of the purchasing entities under the jurisdiction of the external procurement activity signing the participating addendum.

iii) Public procurement unit: The term, as defined in 62 Pa. C. S. § 1901,

means a “local public procurement unit or purchasing agency.”

iv) Purchasing agency: The term, as defined in 62 Pa. C. S. § 103, means a “Commonwealth agency authorized by this part or any other law to enter into contracts for itself or as the agent of another Commonwealth agency.”

b. General. A participating addendum shall incorporate the terms and conditions of the Contract resulting from this RFP. The Contractor shall not be required to enter into any participating addendum. c. Additional Terms.

1) A participating addendum may include additional terms that are required by the law governing the external procurement activity.

2) A participating addendum may include new, mutually agreed upon

terms that clarify ordering procedures specific to a participating external procurement activity.

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3) The construction and effect of any participating addendum shall be governed by and construed in accordance with the laws governing the external procurement activity.

4) If an additional term requested by the external procurement

activity will result in an increased cost to the Contractor, the Contractor shall adjust its rebate/discount/incentives accordingly.

d. Rebate/Discount/Incentives.

The Contractor’s rebate/discount/incentives for an external procurement activity shall be firm and fixed for the duration of the initial term of the Contract. After the initial term of the Contract, if the Contract is renewed, the Contractor’s rebate/discount/incentive may be adjusted with the mutual agreement of both the Contractor and any external procurement activity.

e. Usage Reports on External Procurement Activities. The Contractor shall furnish to the Contracting Officer an electronic quarterly usage report, preferably in spreadsheet format no later than the 15th day of the month following the end of the quarter. Reports shall be e-mailed to the Contracting Officer for the Contract. Each report shall indicate the name and address of the Contractor, contract number, period covered by the report, name of external procurement activity that has used the Contract and the total volume of sales to the external procurement activity for the reporting period.

f. Electronic Copy of Participating Addendum. The Contractor, upon request of the Contracting Officer, shall submit one electronic copy of the participating addendum to the Contracting Officer within ten days after request.

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PART II

PROPOSAL REQUIREMENTS Offerors must submit their proposals in the format, including heading descriptions, outlined below. To be considered, the proposal must respond to all requirements in this part of the RFP. Offerors should provide any other information thought to be relevant, but not applicable to the enumerated categories, as an appendix to the Proposal. All Rebate/Discount/Incentives data relating to this proposal and all Disadvantaged Business Rebate/Discount/Incentives data should be kept separate from and not included in the Technical Submittal. Each Proposal shall consist of the following three separately sealed submittals:

a. Technical Submittal, which shall be a response to RFP Part II, Sections II-1 through II-8;

b. Disadvantaged Business Submittal, in response to RFP Part II, Section II-9; and

c. Rebate/Discount/Incentives Programs in response to RFP Part II, Section II-10.

The Issuing Office reserves the right to request additional information which, in the Issuing Office’s opinion, is necessary to assure that the Offeror’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the RFP. The Issuing Office may make investigations as deemed necessary to determine the ability of the Offeror to perform the Project, and the Offeror shall furnish to the Issuing Office all requested information and data. The Issuing Office reserves the right to reject any proposal if the evidence submitted by, or investigation of, such Offeror fails to satisfy the Issuing Office that such Offeror is properly qualified to carry out the obligations of the RFP and to complete the Project as specified. II-1. Statement of the Problem. State in succinct terms your understanding of the problem presented or the service required by this RFP. II-2. Management Summary. Include a narrative description of the proposed effort and a list of the items to be delivered or services to be provided. II-3. Work Plan. Describe in narrative form your technical plan for accomplishing the work. Use the task descriptions in Part IV of this RFP as your reference point. Modifications of the task descriptions are permitted; however, reasons for changes should be fully explained. Include a Program Evaluation and Review Technique (PERT) or similar type display, time related, showing each event. If more than one approach is apparent, comment on why you chose this approach. II-4 Prior Experience. Include experience in management of universal fleet fuel card accounts. Experience shown should be with similar contracts managed by your company.

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Studies or projects referred to must be identified while experience with other states is preferred. The names of the states you have contracted with must be provided along with companies contracted with; including the name, address, and telephone number of the responsible official of the company, or state agency who may be contacted. II-5 Personnel. Include the number of executive and professional personnel, analysts, auditors, researchers, programmers, consultants, etc., who will be engaged in the work. Show where these personnel will be physically located during the time they are engaged in the Project. For key personnel, include the employee’s name and, through a resume or similar document, the Project personnel’s education and experience in administering governmental Fleet Fuel Card Accounts. Indicate the responsibilities each individual will have in this Project and how long each has been with your company. Identify by name any subcontractors you intend to use and the services they will perform. II-6 Training. If appropriate, indicate recommended training of agency personnel. Include the agency personnel to be trained, the number to be trained, duration of the program, place of training, curricula, training materials to be used, number and frequency of sessions, and number and level of instructors. II-7 Financial Capability. Describe your company’s financial stability and economic capability to perform the contract requirements. Financial documents such as audited financial statements, 10-K, a Dunn and Bradstreet annual statement, income or balance statement, or recent tax returns will be acceptable to the Commonwealth. II-8 Objections and Additions to Standard Contract Terms and Conditions. The Offeror will identify which, if any, of the terms and conditions (contained in Appendix A) it would like to renegotiate and what additional terms and conditions the Offeror would like to add to the standard contract terms and conditions. The Offeror’s failure to make a submission under this paragraph will result in its waiving its right to do so later, but the Issuing Office may consider late objections and requests for additions if to do so, in the Issuing Office’s sole discretion, would be in the best interest of the Commonwealth. The Issuing Office may, in its sole discretion, accept or reject any requested changes to the standard contract terms and conditions. The Offeror shall not request changes to the other provisions of the RFP, nor shall the Offeror request to completely substitute its own terms and conditions for Appendix A. All terms and conditions must appear in one integrated contract. The Issuing Office will not accept references to the Offeror’s, or any other, online guides or online terms and conditions contained in any proposal. Regardless of any objections set out in its proposal, the Offeror must submit its proposal, including the cost proposal, on the basis of the terms and conditions set out in Appendix A. The Issuing Office will reject any proposal that is conditioned on the negotiation of terms and conditions other than those set out in Appendix A.

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II-9 Disadvantaged Business Submittal.

a. Disadvantaged Business Information.

i) To receive credit for being a Small Disadvantaged Business or a Socially Disadvantaged Business or for entering into a joint venture agreement with a Small Disadvantaged Business or for subcontracting with a Small Disadvantaged Business (including purchasing supplies and/or services through a purchase agreement), an Offeror must include proof of Disadvantaged Business qualification in the Disadvantaged Business Submittal of the proposal, as indicated below:

1) A Small Disadvantaged Businesses certified by BMWBO as an

MBE/WBE must provide a photocopy of their BMWBO certificate.

2) Small Disadvantaged Businesses certified by the U.S. Small

Business Administration pursuant to Section 8(a) of the Small Business Act (15 U.S.C. § 636(a)) as an 8(a) or small disadvantaged business must submit proof of U.S. Small Business Administration certification. The owners of such businesses must also submit proof of United States citizenship.

3) All businesses claiming Small Disadvantaged Business status,

whether as a result of BMWBO certification or U.S. Small Business Administration certification as an 8(a) or small disadvantaged business, must attest to the fact that the business has 100 or fewer employees.

4) All businesses claiming Small Disadvantaged Business status,

whether as a result of BMWBO certification or U.S. Small Business Administration certification as an 8(a) or small disadvantaged business, must submit proof that their gross annual revenues are less than $20,000,000 ($25,000,000 for those businesses in the information technology sales or service business). This can be accomplished by including a recent tax return or audited financial statement.

ii) All businesses claiming status as a Socially Disadvantaged Business must

include in the Disadvantaged Business Submittal of the proposal clear and convincing evidence to establish that the business has personally suffered racial or ethnic prejudice or cultural bias stemming from the business person’s color, ethnic origin or gender. The submitted evidence of prejudice or bias must:

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1) Be rooted in treatment that the business person has experienced in American society, not in other countries.

2) Show prejudice or bias that is chronic and substantial, not fleeting

or insignificant.

3) Indicate that the business person’s experience with the racial or ethnic prejudice or cultural bias has negatively impacted his or her entry into and/or advancement in the business world.

BMWBO shall determine whether the Offeror has established that a business is socially disadvantaged by clear and convincing evidence.

iii) In addition to the above verifications, the Offeror must include in the

Disadvantaged Business Submittal of the proposal the following information:

1) The name and telephone number of the Offeror’s project (contact)

person for the Small Disadvantaged Business.

2) The business name, address, name and telephone number of the primary contact person for each Small Disadvantaged Business included in the proposal. The Offeror must specify each Small Disadvantaged Business to which it is making commitments. The Offeror will not receive credit for stating that it will find a Small Disadvantaged Business after the contract is awarded or for listing several businesses and stating that one will be selected later.

3) The specific work, goods or services each Small Disadvantaged

Business will perform or provide.

4) The estimated dollar value of the contract to each Small Disadvantaged Business.

5) Of the estimated dollar value of the contract to each Small

Disadvantaged Business, the percent of the total value of services or products purchased or subcontracted that will be provided by the Small Disadvantaged Business directly.

6) The location where each Small Disadvantaged Business will

perform these services.

7) The timeframe for each Small Disadvantaged Business to provide or deliver the goods or services.

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8) The amount of capital, if any, each Small Disadvantaged Business will be expected to provide.

9) The form and amount of compensation each Small Disadvantaged

Business will receive.

10) For a joint venture agreement, a copy of the agreement, signed by all parties.

11) For a subcontract, a signed subcontract or letter of intent.

iv) The Offeror is required to submit only one copy of its Disadvantaged

Business Submittal. The submittal shall be clearly identified as Disadvantaged Business information and sealed in its own envelope, separate from the remainder of the proposal.

v) The Offeror must include the dollar value of the commitment to each

Small Disadvantaged Business in the same sealed envelope with its Disadvantaged Business Submittal. The following will become a contractual obligation once the contract is fully executed:

1) The amount of the selected Offeror’s Disadvantaged Business

commitment;

2) The name of each Small Disadvantaged Business; and

3) The services each Small Disadvantaged Business will provide, including the timeframe for performing the services.

vi) A Small Disadvantaged Business can be included as a subcontractor with

as many prime contractors as it chooses in separate proposals.

vii) An Offeror that qualifies as a Small Disadvantaged Business and submits a proposal as a prime contractor is not prohibited from being included as a subcontractor in separate proposals submitted by other Offerors.

b. Enterprise Zone Small Business Participation.

i) To receive credit for being an enterprise zone small business or entering

into a joint venture agreement with an enterprise zone small business or subcontracting with an enterprise zone small business, an Offeror must include the following information in the Disadvantaged Business Submittal of the proposal:

1) Proof of the location of the business’ headquarters (such as a lease

or deed or Department of State corporate registration), including a

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description of those activities that occur at the site to support the other businesses in the enterprise zone.

2) Confirmation of the enterprise zone in which it is located (obtained

from the local enterprise zone office).

3) Proof of United States citizenship of the owners of the business.

4) Certification that the business employs 100 or fewer employees.

5) Proof that the business’ gross annual revenues are less than $20,000,000 ($25,000,000 for those businesses in the information technology sales or service business). This can be accomplished by including a recent tax return or audited financial statement.

6) Documentation of business organization, if applicable, such as

articles of incorporation, partnership agreement or other documents of organization.

ii) In addition to the above verifications, the Offeror must include in the

Disadvantaged Business Submittal of the proposal the following information:

1) The name and telephone number of the Offeror’s project (contact)

person for the Enterprise Zone Small Business.

2) The business name, address, name and telephone number of the primary contact person for each Enterprise Zone Small Business included in the proposal. The Offeror must specify each Enterprise Zone Small Business to which it is making commitments. The Offeror will not receive credit for stating that it will find an Enterprise Zone Small Business after the contract is awarded or for listing several businesses and stating that one will be selected later.

3) The specific work, goods or services each Enterprise Zone Small

Business will perform or provide.

4) The estimated dollar value of the contract to each Enterprise Zone Small Business.

5) Of the estimated dollar value of the contract to each Enterprise

Zone Small Business, the percent of the total value of services or products purchased or subcontracted that each Enterprise Zone Small Business will provide.

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6) The location where each Enterprise Zone Small Business will perform these services.

7) The timeframe for each Enterprise Zone Small Business to provide

or deliver the goods or services.

8) The amount of capital, if any, each Enterprise Zone Small Business will be expected to provide.

9) The form and amount of compensation each Enterprise Zone Small

Business will receive.

10) For a joint venture agreement, a copy of the agreement, signed by all parties.

11) For a subcontract, a signed subcontract or letter of intent.

iii) The dollar value of the commitment to each Enterprise Zone Small

Business must be included in the same sealed envelope with the Disadvantaged Business Submittal of the proposal. The following will become a contractual obligation once the contract is fully executed:

1) The amount of the selected Offeror’s Enterprise Zone Small

Business commitment;

2) The name of each Enterprise Zone Small Business; and

3) The services each Enterprise Zone Small Business will provide, including the timeframe for performing the services.

II-10. Rebate/Discount/Incentives. All rebate or discount data for the proposal MUST be submitted in a separate sealed envelope, marked “Rebate/Discount/Incentives,” within the sealed proposal and kept separate from the technical proposal. Provide in the form contained in Appendix D all discounts, incentives, and rebate programs that you are offering to the Commonwealth of Pennsylvania that will guarantee and maximize the value of the tax-supported fleet dollar. The offeror shall propose all Financial Incentives which can be a direct, measurable benefit which may be standard or non-standard. Some areas to consider are volume, signing bonuses, and per-active-card implementation cost or discount locations. The Issuing Office advises all Offerors that there will be no work performed until after a written contract is fully executed and the Issuing Office has issued a notice to proceed.

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II-11. Domestic Workforce Utilization Certification. Complete and sign the Domestic Workforce Utilization Certification contained in Appendix B of this RFP. Offerors who seek consideration for this criterion must submit in hardcopy the signed Domestic Workforce Utilization Certification Form in the same sealed envelope with the Rebate/Discount/Incentives Submittal.

II-12. COSTARS Program Questionnaire. Complete and sign the questionnaire regarding the COSTARS program contained in Appendix G of this RFP. Submit the signed questionnaire in the same sealed envelope with the Technical Submittal.

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PART III

CRITERIA FOR SELECTION

III-1. Mandatory Responsiveness Requirements. To be eligible for selection, a proposal must be:

a. Timely received from an Offeror;

b. Properly signed by the Offeror.

III-2. Technical Nonconforming Proposals. The Issuing Office reserves the right, in its sole discretion, to waive technical or immaterial nonconformities in an Offeror’s proposal.

III-3. Evaluation. The Issuing Office has selected a committee of qualified personnel to review and evaluate timely submitted proposals. Independent of the committee, BMWBO will evaluate the Disadvantaged Business Submittal and provide the Issuing Office with a rating for this component of each proposal. The Issuing Office will notify in writing of its selection for negotiation the responsible Offeror whose proposal is determined to be the most advantageous to the Commonwealth as determined by the Issuing Office after taking into consideration all of the evaluation factors. The Issuing Office will award a contract only to an Offeror determined to be responsible in accordance with the most current version of Commonwealth Management Directive 215.9, Contractor Responsibility Program.

III-4. Criteria for Selection. The following criteria will be used, in order of relative importance from the highest to the lowest weighted factors, in evaluating each proposal:

a. Technical: Evaluation will be based upon the following in order of

importance: Implementation Customer Support Vendor Qualifications IT Technical

b. Rebate/Discount/Incentives. All rebate or discount data for the proposal MUST be submitted in a separate sealed envelope, marked “Rebate/Discount/Incentive,” within the sealed proposal and kept separate from the technical proposal.

c. Disadvantaged Business Evaluation will be based upon the following in

order of priority:

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Priority Rank 1 Proposals submitted by Small

Disadvantaged Businesses. Priority Rank 2 Proposals submitted from a joint

venture with a Small Disadvantaged Business as a joint venture partner.

Priority Rank 3 Proposals submitted with

subcontracting commitments to Small Disadvantaged Businesses.

Priority Rank 4 Proposals submitted by Socially

Disadvantaged Businesses.

Each proposal will be rated for its approach to enhancing the utilization of Small Disadvantaged Businesses and/or Socially Disadvantaged Businesses. Each approach will be evaluated, with Priority Rank 1 receiving the highest score and the succeeding options receiving scores in accordance with the above-listed priority ranking

To the extent that an Offeror qualifies as a Small Disadvantaged Business or a Socially Disadvantaged Business, the Small Disadvantaged Business or Socially Disadvantaged Business cannot enter into subcontract arrangements for more than 40% of the total estimated dollar amount of the contract. If a Small Disadvantaged Business or a Socially Disadvantaged Business subcontracts more than 40% of the total estimated dollar amount of the contract to other contractors, the Disadvantaged Business Participation scoring shall be proportionally lower for that proposal.

d. Enterprise Zone Small Business Participation: The following options

will be considered as part of the final criteria for selection:

Priority Rank 1 Proposals submitted by an Enterprise Zone Small Business will receive the highest score.

Priority Rank 2 Proposals submitted by a joint

venture with an Enterprise Zone Small Business as a joint venture partner will receive the next highest score for this criterion.

Priority Rank 3 Proposals submitted with a

subcontracting commitment to an Enterprise Zone Small Business will

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receive the lowest score for this criterion.

Priority Rank 4 Proposals with no Enterprise Zone

Small Business Utilization shall receive no points under this criterion.

To the extent that an Offeror is an Enterprise Zone Small Business, the Offeror cannot enter into contract or subcontract arrangements for more than 40% of the total estimated dollar amount of the contract in order to qualify as an Enterprise Zone Small Business for purposes of this RFP.

e. Domestic Workforce Utilization: Each proposal will be scored for its commitment to use domestic workforce in the fulfillment of the contract. Maximum consideration will be given to those Offerors who will perform the contracted direct labor exclusively within the geographical boundaries of the United States. Those who propose to perform a portion of the direct labor outside of the United States will receive a correspondingly smaller score for this criterion. Offerors who seek consideration for this criterion must submit in hardcopy the signed Domestic Workforce Utilization Certification Form in the same sealed envelope with the Rebate/Discount/Incentives Submittal. The certification will be included as a contractual obligation when the contract is executed.

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PART IV

WORK STATEMENT IV-1. Objectives.

a. The objective of this RFP is to provide the Commonwealth of Pennsylvania Department of General Services with a universal card to purchase fuel (net of taxes), emergency vehicle repairs, and minor maintenance items. PennDOT and PA Turnpike Commission will also utilize this contract, but both will administer their programs separately and some of the information may differ. We have included the information in this work statement, where required.

b. The Commonwealth desires to utilize a card that interfaces with all State-owned

and retail fuel facilities. At some locations, the card must open the security gate, activate the car wash, and allow for fueling transactions at the self-service fueling locations. The Commonwealth requires Offerors to have the capability to capture all transactions, invoice individual agencies monthly and provide all State facilities with detailed monthly reports if requested.

c. The Commonwealth desires Offerors to propose an electronic consolidated invoicing and reporting process for certain Commonwealth Agencies. d. The features of the current fleet fuel card include: universal acceptance and

purchase of fuel, oil, emergency repairs, and car washes.

e. The Department of General Services will offer through its COSTARS program the opportunity for local public procurement units to elect to participate in the contract that is awarded as a result of this RFP. Local public procurement units electing to participate will manage their own accounts.

IV-2 Nature and Scope of the Project. a. The Department of General Services desires a Universal Fleet Fuel Card. That card must meet certain requirements which are listed below. This list is not meant to restrict the Offeror in developing its proposal. The requirements listed below must be met, but the Offeror may expand upon these requirements. The Department of General Services is seeking creative solutions that enhance management’s ability to most efficiently and cost effectively monitor and utilize the fleet fuel card for all purchases. b. The volume of the current contract is as follows:

a. Number cards for State Agencies = 15,000 b. PA Department of Transportation = 11,545 c. PA Turnpike = 309

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d. Number of Agency Accounts = 611 e. Number of Gallons of fuel purchased in 2005 = approximately

12,000,000 f. PA State Universities = 2,013

g. Local Governments = 999

IV-3. Requirements.

a. By system implementation on approximately January 1, 2007, the cards must be accepted by all major oil companies operating nationally.

b. The Commonwealth of Pennsylvania requires that all cards be accessed via a PIN

number or driver ID number.

c. The Commonwealth requires a maximum 30 day turnaround for payment to suppliers for emergency repairs for Commonwealth vehicles.

d. Offeror is required to provide tax exemption management for all federal and state

taxes involved for all fuel transactions while providing for purchase controls. e. Offeror must provide the Bureau of Vehicle Management, and other agencies as

needed, with electronic access to order new cards, add or delete drivers and vehicles, update driver and vehicle information, modify PIN/ID numbers, and update organizational information (names, addresses, etc.).

f. Offeror must produce cards that meet or exceed the following specifications:

Standard card – 28 ml. HiCO card with Track 2 for the back side. BVM will supply image(s) which shall be in high resolution,

layered file and BVM will supply specific PMS colors.

IV-4 Tasks

a. Offeror will produce and supply a Fleet Fuel Card that can be accessed by a PIN Number and/or driver identification number and be coded for acceptance at all Commonwealth bulk sites as well as retail fuel outlets throughout the Commonwealth of Pennsylvania. Describe your ability to do so.

b. Offeror will provide cards with staggered expiration dates that will be issued in accordance with the guidance of the Bureau of Vehicle Management on the following estimated dates: October 1, November 1, and December 1. Describe your ability to do so.

c. Cards will be assigned to either automotive equipment and/or individual drivers as designated. Describe your ability to simultaneously handle cards in which a major portion (all non-PennDOT agencies) of the Commonwealth cards are assigned to equipment and a

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PIN Number is assigned to a driver while another major portion (PennDOT) of the Commonwealth cards are assigned to the Driver and the PIN Number is assigned to the equipment.

d. Provide the following in a downloadable format:

1. A listing of Retail Fuel Outlets that accept the Offeror’s Fleet Fuel Card. 2. A listing of out-of-state Retail Fuel Outlets. 3. For PennDOT, a listing of Retail Fuel Outlets listed by county and by

types of fuel available. e. Provide Retail Fuel Outlets accessibility distributed evenly throughout the state. Describe your ability to provide Retail Fuel Outlets evenly distributed throughout the State. Indicate the methods you will utilize to maintain adequate numbers of Retail Fuel Outlets and to increase coverage in those areas that are in remote locations of the Commonwealth. f. Describe in detail the process your company will use to pay suppliers for emergency repairs and the time frame that payment will be provided to suppliers.

g. Indicate your ability to ensure that the fleet card accounts will be programmed to provide tax exemption management for all federal and state taxes involved for all fuel transactions while providing for purchase controls.

h. The Card must provide for purchase control. This capability will be managed by the

Bureau of Vehicle Management and must be flexible enough to limit purchases at the card level. Indicate your purchase control methods.

i. Provide control of purchase authorizations. Odometer reading entry must be provided for

fuel purchases. Non-automated locations must be provided with a toll-free number for verification on the back of the card. The Department of General Services may extend the opportunity to Commonwealth Agency Automotive Officers and/or Comptrollers to electronically monitor (read only) their own account activity.

j. Describe your ability to provide 7/24/365 toll-free telephone authorization and a

designated customer support group specifically assigned to Commonwealth of Pennsylvania accounts.

k. Indicate what software system you will use to provide web based training. Also indicate

what software system, if different from the training software, you will use to provide the Commonwealth with electronic access to order new cards, add or delete drivers and vehicles, modify PIN/ID numbers and update information.

l. Indicate whether you can provide the required card stock grade for the fuel cards as

provided in Section IV-3, paragraph f.

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m. Describe your ability to develop accounts based upon account coding provided by the Bureau of Vehicle Management, and indicate what sorting level your company is able to provide.

A sample account code follows: Level 1 Commonwealth of Pennsylvania Level 2 Agency

Level 3 Organization n. The Department of General Services’ Bureau of Vehicle Management (BVM) orders all

cards. Requests for new or replacement cards come to BVM from individual agency automotive officers. Separate requests will be received from PennDOT and the Turnpike Commission. The contractor is not authorized to provide cards without authorization from BVM. If BVM opted to have cards sent directly to automotive officers, indicate the amount of time it would take your company to switch to this procedure and what method would you provide to allow BVM to keep track of the numbers and locations of cards.

o. Implementation

i) The contractor will work with designated Commonwealth personnel during the implementation of the contract and must be capable of making an orderly transition of services to coincide with the expiration of the current contract, without any interruption of services to Commonwealth customers. Describe your ability to be ready to implement the contract by approximately January 1, 2007.

ii) Provide a detailed implementation plan for accomplishing all of the work

proposed in this RFP. This should include the contractor’s approach to testing, meeting the required time lines for implementation and transitioning issues.

iii) Provide estimated time frames for each step in the implementation process using a

GANTT or PERT chart. iv) During implementation of the awarded contract, the DGS, Bureau of Vehicle

Management will produce data for initial card production (one card for each vehicle and/or driver) and the graphics for the front of the card shall be supplied upon contract approval. New cards shall be produced when the data for the front of the card and the magnetic strip are submitted by PennDOT, the Turnpike Commission, and the Bureau of Vehicle Management. Please indicate your ability to produce these specific cards for Commonwealth use while providing generic cards for undercover officers.

v) Describe your ability to ensure that embossing and mailing of new or replacement

cards shall be provided within one business day after receipt of electronic or verbal request by authorized Bureau personnel.

Information to be embossed on cards is as follows: • Account Number • Card number

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• Equipment number • Account name • License number • Year and make of vehicle

vi) Cards shall be delivered to: Bureau of Vehicle Management, 2221 Forster St.,

Harrisburg, Pennsylvania 17125.

IV-5 Billing/Reporting

a. Describe your ability to keep accounts separated into three categories: State Agencies, State Universities, and Local Governments.

b. The Bureau requires sorting for billing and reporting purposes to be at a minimum

capable of a sort to a level three. The bureau reserves the option of selecting levels four and five. Account invoices must display the following:

• Account Number • Department/Agency Name • Department/Agency Billing Address • Card Number • Vehicle Number • Transaction Detail • Tax Credits All billing and associated reporting are done by the

organization name within a Commonwealth agency

c. Offeror shall describe in detail its ability to accurately transmit data for importation into fleet management system database. (A desktop or web-based reporting program shall be available to all State agencies and approved by the Bureau of Vehicle Management and exportable to Excel).

d. Demonstrate your ability to ensure that data necessary to populate fuel and

maintenance files is compatible with the Bureau’s fleet management system. The Bureau’s fleet management software is named E-Track and is produced by LeasePlan International. The data from the provider to BVM should be in an ASCII, fixed length flat file. PennDot utilizes a mainframe system. See Appendix C.

e. Provide information on your company’s software security standards. Indicate how

your company will protect the fleet cards and the Commonwealth’s network from computer viruses, malicious, mischievous or destructive programming.

f. The Commonwealth currently has 611 separate billing accounts. Offerers must

describe in detail its ability to forward monthly billings by the contractor directly to the address of the individual account. Billing addresses are provided by BVM

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In the event of account discrepancies, resolution is between the contractor and the agency involved. Also, in an effort for the Commonwealth to be more efficient in procuring goods and services, the Commonwealth would like the offerer to submit a proposal for a consolidated electronic invoice and reporting process that would allow the Commonwealth to facilitate the review and payment of certain Commonwealth accounts. The requirements of the process are as follows:

i) General Information: a) The Commonwealth would like to have a single consolidated electronic invoice for all Commonwealth agencies except for the following agencies:

Pennsylvania Commonwealth Court Pennsylvania House of Representatives Pennsylvania Judicial conduct Board Legislative Agency of General Assembly Legislative Budget & Finance Committee Legislative Service Agency Pennsylvania Higher Education Assistance Agency Philadelphia Regional Port Authority Pennsylvania Securities Commission

Pennsylvania Senate Pennsylvania Supreme Court Pennsylvania Dept. of Treasury Pennsylvania Turnpike Commission

b) The Commonwealth will receive a data file from the contractor on a monthly basis on a date agreed upon between the Commonwealth and the contractor.

c) The Commonwealth and the contractor will mutually agree on the payment terms of the electronic invoice. d) The Contractor will implement a Web-based tool or similar tool to allow the Commonwealth to review and verify card charges on a daily, weekly or monthly basis.

ii) Electronic Invoice Data File requirements: a) Monthly file must be sent to Integrated Enterprise System (IES) in an IES XML defined format. The contractor will have the responsibility to coordinate the file transfer with the IES technical staff. IES will identify the specific data elements for the contractor. b) The Contractor must send a Monthly file to IES in an IES XML defined format. The Contractor will have the responsibility to coordinate the file transfer with the IES technical staff.

iii) Web-based Management Reporting Tool or similar proposed tool:

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a) Commonwealth requires visibility of all vehicle card transactions on a daily, weekly or monthly basis. b) Access to this information will be limited to the Department of General Services (DGS), Bureau of Vehicle Management; Agency Automotive Officers/Vehicle card coordinators, Comptrollers, and agency fiscal staff. The access would be on an authorized basis by the DGS Bureau of Vehicle Management. c) This report should contain, at a minimum, the information listed below or an acceptable equivalent and be organized and presented as a summary by statewide and/or agency.

1) Account Number 2) Department/Agency Name 3) Department/Agency Billing Address 4) Card Number 5) Vehicle Number 6) Transaction Detail 7) Tax Credits All billing and associated reporting are done by the

organization name within a Commonwealth agency.

iv) Contractor must describe the dispute and resolution procedures to handle disputed charges. When there is a resolution of a charge that results in a credit to the Commonwealth, the credit must be reflected in the proper Commonwealth account and listed on subsequent invoices.

v) Neither the Commonwealth nor an employee shall be charged a service fee for the issuance or use of the credit card during the contract period or any of the renewal periods.

vi) Lists of cardholders, addresses, or other privileged information may not be sold or used for any purpose except as outline in this RFP.

g. Indicate and describe how you are able to set up a Hierarchial security system to protect information for each agency while providing full access to the authorized BVM employees. The Bureau of Vehicle Management will identify all employees that require full access to the information.

h. Indicate your ability to participate in mandatory annual review meetings with the Bureau of Vehicle Management and/or Department of General Services Bureau of Procurement once the contract has successfully been implemented. The Commonwealth of Pennsylvania reserves the right to request more frequent meetings.

i. Prepare and make reports available electronically, at the direction of the Bureau of Vehicle Management. At a minimum, the following reports must be available to the Bureau of Vehicle Management in electronic format approved by the CWOPA. Some, or all, of these reports will be delivered to the Bureau of Vehicle

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Management on a frequency schedule to be determined. At the Bureau’s request, specific agency reports will be made available to other entities within the Commonwealth by downloadable link. All reports will show amounts of fuel, repairs, etc., minus taxes. (1) Expense summary by Department and Organization (2) Expense summary by Month and Year to Date (3) Payments and Adjustments (4) Vehicle Report (transaction detail) (5) Driver Report (transaction detail) (6) Brand/location company Activity Report (7) Exception reports designed to indicate fueling irregularities (8) Vehicle Equipment Number/Vendor Credit Card Number Report (9) Ad-hoc Report Capability will be provided j. Describe other reports or information that your company could provide that may be helpful to the Commonwealth. k. Fuel Card service accounts may not be discontinued without the prior written request of the authorized user or without prior written notification to the Department of General Services of payment delinquencies. Describe your ability to provide prior notification and indicate how payment delinquencies will be resolved.

IV-6. Contract Requirements—Disadvantaged Business Participation and Enterprise Zone Small Business Participation All contracts containing Disadvantaged Business participation and/or Enterprise Zone Small Business participation must also include a provision requiring the selected contractor to meet and maintain those commitments made to Disadvantaged Businesses and/or Enterprise Zone Small Businesses at the time of proposal submittal or contract negotiation, unless a change in the commitment is approved by the BMWBO. All contracts containing Disadvantaged Business participation and/or Enterprise Zone Small Business participation must include a provision requiring Small Disadvantaged Business subcontractors, Enterprise Zone Small Business subcontractors and Small Disadvantaged Businesses or Enterprise Zone Small Businesses in a joint venture to perform at least 50% of the subcontract or Small Disadvantaged Business/Enterprise Zone Small Business participation portion of the joint venture. The selected contractor’s commitments to Disadvantaged Businesses and/or Enterprise Zone Small Businesses made at the time of proposal submittal or contract negotiation shall be maintained throughout the term of the contract. Any proposed change must be submitted to BMWBO, which will make a recommendation to the Contracting Officer regarding a course of action. If a contract is assigned to another contractor, the new contractor must maintain the Disadvantaged Business participation and/or Enterprise Zone Small Business participation of the original contract.

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The selected contractor shall complete the Prime Contractor’s Quarterly Utilization Report (or similar type document containing the same information) and submit it to the contracting officer of the Issuing Office and BMWBO within 10 workdays at the end of each quarter the contract is in force. This information will be used to determine the actual dollar amount paid to Small Disadvantaged Business and/or Enterprise Zone Small Business subcontractors and suppliers, and Small Disadvantaged Business and/or Enterprise Zone Small Business participants involved in joint ventures. Also, this information will serve as a record of fulfillment of the commitment the selected contractor made and for which it received Disadvantaged Business and Enterprise Zone Small Business points. If there was no activity during the quarter then the form must be completed by stating “No activity in this quarter.” NOTE: EQUAL EMPLOYMENT OPPORTUNITY AND CONTRACT COMPLIANCE STATEMENTS REFERRING TO COMPANY EQUAL EMPLOYMENT OPPORTUNITY POLICIES OR PAST CONTRACT COMPLIANCE PRACTICES DO NOT CONSTITUTE PROOF OF DISADVANTAGED BUSINESSES STATUS OR ENTITLE AN OFFEROR TO RECEIVE CREDIT FOR DISADVANTAGED BUSINESSES UTILIZATION.

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Page 1 of 8

EXHIBIT A – SPECIAL TERMS AND CONDITIONS These SPECIAL TERMS AND CONDITIONS shall be a part of the Contract for the Provision of Universal Fleet Card Services (the “Contract”) between the Commonwealth of Pennsylvania (“Commonwealth”), acting through the Department of General Services (“DGS”), and U.S. Bank National Association ND, by and on behalf of its wholly owned subsidiary, Voyager Fleet Systems Inc., (collectively referred to as “Voyager”) and identified herein as (the “Contractor”). CONTRACT SCOPE/OVERVIEW: The Contractor will provide universal fleet credit card services that meet the requirements of the RFP. This Contract (identified here and in other documents as the “Contract”) will cover the requirements of Commonwealth agencies for Fleet Card services, as more fully described in RFP No. CN00020108 (“RFP”). The purpose of this Contract is for the Contractor to establish one (1) or more fleet card accounts (“Fleet Cards”) for the Commonwealth and such agencies and entities (more fully described as “Participants” below in the section labeled “Fleet Card Accounts”) as designated to the Contractor in writing while this Contract is in effect. A current list of agencies and entities participating under the Contract is attached hereto as Attachment 1. The Commonwealth shall have the right to add additional Participants to the Contract or delete Participants from the Contract by providing written notice in the form of email communications by a duly authorized official of the Commonwealth identified by name and title to the Contractor in writing at the outset of the program. The electronic or email communication must be sent to an official designated by the Contractor whose name and title will also be set forth in the writing at the outset of the program. In the event that either individual identified for this purpose changes, the parties will notify each other in writing. Any state university (that does not lease DGS vehicles) or local government entity or other member of COSTARS (more fully described as “Participating Agencies” below in the section labeled “Fleet Card Accounts”) desiring to participate under this Contract shall sign a Participating Agency Addendum (“Participating Agency Addendum”), a copy of which is attached as Attachment 2 to this Exhibit A. The Contractor reserves the right to conduct credit checks on the Commonwealth and any Participating Agency. ORDER OF PRECEDENCE: These Special Contract Terms and Conditions supplement the Standard Contract Terms and Conditions for Department of General Services Statewide Services Contracts (Exhibit B). To the extent that these Special Contract Terms and Conditions conflict with the Standard Contract Terms and Conditions for Department of General Services Statewide Services Contracts, these Special Contract Terms and Conditions shall prevail. TERM OF CONTRACT: This Contract shall commence on the Effective Date (as defined below) and expire three (3) years from the Effective Date of the Contract, subject to the other provisions of this Contract. The “Effective Date” shall be: the date this Contract has been fully executed by the Contractor and by the Commonwealth and all approvals required by the Commonwealth contracting procedures have been obtained. This Contract shall not be a legally binding contract until after the fully-executed Contract has been sent to the Contractor and the credit of the Commonwealth has been approved by the Contractor. The fully-executed Contract will contain “ink” signatures by both parties and will not be executed electronically. OPTION TO EXTEND: The Commonwealth reserves the right, upon notice to the Contractor, to extend the term of this Contract, or any part of this Contract, for up to three (3) months upon the same terms and conditions. This will be utilized to prevent a lapse in contract coverage and only for the time necessary, up to three (3) months, to enter into a new contract.

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OPTION TO RENEW: This Contract may be renewed for a maximum of two (2) additional one (1) year term(s), so long as the Commonwealth provides written notice to Contractor of its intention to extend this Contract by letter dated not less than sixty (60) days prior to the expiration of the term of this Contract, or any extension thereof. The Commonwealth’s right to exercise any such extension hereunder shall not expire unless and until the Contractor has given the Commonwealth written notice of the Commonwealth’s failure to timely exercise its extension option and provided the Commonwealth with ten (10) days opportunity from the Commonwealth’s receipt of the notice to cure the failure. Failure to exercise its extension option within the ten (10) day cure period shall not be cause for termination of this Contract by Contractor. The Commonwealth may exercise the renewal as individual year or multiple year term(s). Any renewal will be under the same terms, covenants and conditions. No further document is required to be executed to renew the term of this Contract. FLEET CARD ACCOUNTS: A. Separate fleet card accounts will be established according to the following two (2) categories under this Contract: 1. Participants

"Participants" include the following two (2) categories:

a. DGS and those Commonwealth agencies in which DGS acts as purchasing agency. Such agencies are identified in Attachment 1 under DGS-BVM Managed Accounts; and b. Pennsylvania Department of Transportation (Penn DOT)

2. Participating Agencies

“Participating Agencies” are local public procurement units (as defined in the Commonwealth Procurement Code, 62 Pa.C.S. § 1901) or a state-affiliated entity (as defined in the Commonwealth Procurement Code, 62 Pa.C.S. § 103) that is registered with DGS as a COSTARS Member. A list of registered COSTARS members is available on the DGS website at: http://www.dgsweb.state.pa.us/COSTARSReg/Member.aspx?costarsNav=|. Participating Agencies must credit qualify on their own and must sign the Participating Agency Addendum to participate in this program. Participating Agencies include the following three (3) categories:

a. Pennsylvania Turnpike Commission b. State universities that do not lease DGS vehicles c. Local public procurement units. PURCHASE ORDERS: The provisions set forth in the Standard Contract Terms and Conditions for Department of General Services Statewide Services Contracts GSPUR-12F-SAP (Exhibit B), Paragraph 3, Purchase Orders, is inapplicable to this Contract. FEES: No fees or finance charges shall be charged under this Contract. REBATE PAYMENTS: The first Rebate payment, if any, shall be made within ninety (90) days after the end of the first Contract year (or one year from the Effective Date). Subsequent calculations and payments, if any, shall be made in a similar fashion on each twelve (12) month anniversary of the first calculation. If any payment date falls on a non-business day, payments due shall be made on the next

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business day. Upon termination of the Contract, the last rebate calculation will be made within six (6) months after the actual termination date to allow for any “Charge-offs” (any amount due and owing to U.S. Bank USA or its affiliates by the Commonwealth that remains unpaid for one hundred fifty (150) days after the date that it was first billed) and/or “Fraudulent Charges” (those charges which are not initiated, authorized or otherwise requested by the Commonwealth, its Participants, and/or a cardholder by any means (electronic, telephonic or written) and do not directly or indirectly benefit the Commonwealth, its Participants or a cardholder). Any rebate payment made will be net of accumulated Charge-offs and/or Fraudulent Charges resulting from participation in Voyager or U.S. Bancorp programs regardless of whether the underlying agreement between the parties is valid or has been terminated. If any payment date falls on a non-business day, payments due shall be made on the next business day. BILLING PROCEDURES: The Contractor will send to the Commonwealth a monthly billing statement (the “Statement”) for each account which will itemize all charges for the billing period. The amount shown on the Statement as “Total Payment Due” shall be due and payable in U.S. Dollars upon the Commonwealth’s receipt of the Statement. The Statement can be a paper invoice or an electronic invoice. DELINQUENCY: An Account will become delinquent unless Contractor receives the amount shown on the Statement as Total Payment Due, less any disputed amounts, before the next billing date (approximately thirty (30) days). Any unpaid portion of the Total Payment Due will be shown on subsequent Statements as the “Past Due Amount.” The Account will be suspended if any part of the Past Due Amount is unpaid for three (3) billing dates. In the event of delinquency of all Accounts associated with this Contract, Contractor may elect to terminate this Contract immediately upon notice to the Commonwealth. “Account" means any account established by Contractor pursuant to this Contract in the name of the Commonwealth, Participants and/or cardholders, to which Debt is charged, regardless of whether or not a card is issued in conjunction with such account. "Debt" means all amounts charged to an Account including without limitation all amounts related to charges that are owed to Contractor by Commonwealth, Participants and/or cardholders. DISPUTED BILLINGS: The Commonwealth shall contact the Contractor by telephone, followed with written confirmation, including email or facsimile transmission, any disputes regarding charges or billings on the fleet card accounts. Communications should include the cardholder’s name and account number, the dollar amount of any dispute or suspected error and a description of the dispute or error. Any communication regarding a dispute or suspected error must be received by the Contractor within sixty (60) days after the date on the billing statement on which the disputed or incorrect charge first appeared. Disputed billings are categorized as, but not necessarily limited to, failure to receive goods or services charged, fraud, forgery, altered charges and charges incurred by telephone order where the authenticity of the charge is in question. AUDIT PROVISIONS: The Commonwealth shall have the right, at reasonable times and at a location mutually acceptable to both parties, to audit the books, documents and records of the Contractor to the extent that the books, documents and records relate to costs or pricing data for this Contract. The Contractor agrees to maintain records which support the prices charged and costs incurred for this Contract. The Contractor shall preserve books, documents, and records that relate to costs and pricing data for this Contract for a period of three (3) years from date of final payment. The Contractor shall provide to the Commonwealth and/or its authorized representatives, upon written request to the Contractor, copies of the books, accounts, records, documents, accounting procedures and other practices relevant to this Contract at a time mutually acceptable to both parties.

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WARRANTY: A. The parties agree that the failure of any of the below representations and warranties to be true during the term of this Contract shall constitute a material breach of this Contract and the non-breaching party will have the right, upon notice to the other party, to immediately terminate this Contract and all amounts outstanding hereunder shall be immediately due and payable.

B. The Commonwealth represents that: 1. This Contract, upon full execution by all required Commonwealth officials, constitutes a valid, binding and enforceable contract of the Commonwealth; 2. The execution of this Contract and the performance of its obligations under this Contract are within the Commonwealth’s authority; has been authorized by all necessary action; and does not constitute a breach of any agreement of the Commonwealth with any party. C. The Contractor represents that: 1. This Contract constitutes a valid, binding and enforceable agreement of the Contractor; 2. The execution of this Contract and the performance of its obligations under this Contract are within the Contractor’s powers; has been authorized by all necessary action; does not require action by or approval of any governmental or regulatory body, agency or official; and does not constitute a breach of any agreement of the Contractor with any party; 3. The Contractor has and continues to comply with all applicable state and federal statutes, ordinances, rules, regulations and requirements of governmental authorities as they relate to the provision of fleet card services. 4. The execution of this Contract and the performance of Voyager’s obligations under this Contract will not cause a breach by it of any duty arising in law or equity; and 5. The Contractor possesses the financial capacity to perform all of its obligations under this Contract. COMMONWEALTH DEFAULT: A. Any of the following shall constitute an event of default (each a “Default”) of the Commonwealth under this Contract: 1. payment is not made within ninety one (91) days from the Statement Date; 2. the terms of this Contract are breached by the Commonwealth; or 3. the amount due from the Commonwealth, as a result of purchases and other such charges, in the aggregate, exceeds the credit limit established by the Contractor. B. The Contractor will notify the Participant of a Default. If the Default by the Participant is A. 1. above, Contractor shall provide such information to DGS via a monthly report. If the Default by the Participant is A. 2. and/or A. 3. above, Contractor shall copy DGS on the notice that is provided to the Participant. Within ten (10) business days after the Commonwealth’s receipt of such notice regarding a Default by a Participant in association with A. 2 and/or A. 3. above, the Commonwealth shall notify the Contractor, in

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writing, setting forth the details of the action which the Commonwealth proposes to take with respect to the Default. C. Upon the occurrence of a Default by a Participant as defined above, and if such Participant has failed to correct or commence reasonable commercial efforts to correct such Default as provided in B. above, then the Contractor may immediately suspend the Account(s) of the defaulting Participant. Upon the occurrence of a Default by the Commonwealth (as the aggregate of all Accounts of all Participants) as defined in A. above, and if the Commonwealth (as the aggregate of all Accounts of all Participants) has failed to correct or commence reasonable commercial efforts to correct such Default as provided in B. above, then the Contractor may immediately suspend any and all services and obligations under this Contract to the Commonwealth. Furthermore, the Contractor retains the right to immediately terminate this Contract in whole with prior notice to DGS (as provided below in the section labeled Notices) upon the occurrence of a default by the Commonwealth. USE OF INTELLECTUAL PROPERTY: During the term of this Contract, the parties recognize that there may be a need for either party to make use of a logo, copyright, service mark or trademark (“Intellectual Property”) owned and/or licensed by the other party. In such event, the parties recognize each other’s right to use the Intellectual Property for the purposes of performing the services and/or fulfilling terms and conditions of this Contract and for no other purpose. Both the Commonwealth and the Contractor recognize that the other party is the owner of all rights in the Intellectual Property and that neither party has the right to claim any rights in the Intellectual Property other than the use set forth in this Paragraph. The parties understand and agree that neither party will have the right to sublicense the Intellectual Property of the other party and that any sublicense granted in violation of this provision shall be void. The rights granted herein are limited to the term of this Contract. SCOPE OF FLEET CARD PROGRAM: The Contractor issues charge cards and has established a transaction processing, reporting and payment system with respect to purchases of motor fuels and other products and services by commercial and government organization fleet vehicle operations. The Commonwealth shall be responsible for selecting a Personal Identification Number (“PIN”) or a Driver Identification Number (“Driver ID”) for each individual card pursuant to the Contract. Unless the Contractor notifies the Commonwealth to the contrary, or a fleet card has been terminated as provided herein, all fleet cards will expire upon the expiration or termination of this Contract. LIABILITY: A. Except as expressly provided to the contrary herein, the Commonwealth and each Participating Agency, as the case may be, shall be responsible for charges against its Fleet card accounts. B. The Commonwealth or the Participating Agency shall immediately, upon receipt of such information, notify the Contractor via the on-line notification process or by email or by telephone at 1-800-987-6591, followed with written confirmation, as to any lost or stolen fleet card, PINS, Driver Ids, or Vehicle IDs. The Commonwealth or the Participating Agency shall also immediately notify the Contractor via the on-line notification process or by telephone at 1-800-987-6591, followed with written confirmation, to cancel a PINs, Driver Ids, or Vehicle IDs. After notification has been made to the Contractor to cancel such Fleet Card(s), use of such Fleet Card(s) is expressly prohibited. The Commonwealth or the Participating Agency is liable for the unauthorized use of the fleet card until the Contractor receives written notification of the lost or stolen fleet card or to cancel the PIN, Driver ID, or Vehicle ID. The Commonwealth or Participating Agency shall not be liable for any purchase, fees, finance charges or other charge incurred or arising by virtue of the use of a fleet card following receipt by the Contractor of notice in writing or by telecopy of such loss, theft or request to cancel a PINs, Vehicle Ids, or Driver IDs. The Commonwealth or Participating Agency agrees to assist the Contractor in determining the facts, circumstances and other pertinent information related to any loss, theft or possible unauthorized use of the fleet card and to comply with such procedures as may be required by the Contractor in connection with Contractor’s

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investigation. The Contractor is not responsible for controlling the use of a fleet card, other than as specifically provided herein. CONFIDENTIALITY: A. The Contractor considers the fleet card program to be a unique service involving proprietary information of the Contractor. The Commonwealth and Participants agree that Fleet Card Program reports, manuals, documentation and related materials (whether or not in writing) will be circulated only to persons, and only to the extent necessary, in order that the Commonwealth may participate in the Fleet Card Program. The Commonwealth and Participants agree to take all reasonable steps to safeguard such proprietary information and not to release such information to any person or party not essential to participation in the Fleet Card Program as herein described. It is understood and agreed that the obligation to protect such confidential proprietary information shall be satisfied if the Commonwealth or Participants utilizes the same control (but no less than reasonable) as it does to avoid disclosure of its own confidential and valuable information. It is also understood and agreed that no information shall be within the protection of this Contract where such information: (i) is or becomes publicly available through no fault of the Commonwealth or any Participant; (ii) is released by the Contractor to anyone without restriction; (iii) is rightly obtained from third parties not, to the Commonwealth’s or any Participant’s knowledge, under obligation of confidentiality; or (iv) is required to be disclosed by subpoena or similar process of applicable law or regulations. B. The Contractor agrees that it will maintain all data relative to the Commonwealth’s and any Participant’s account(s) under the Fleet Card Program as confidential information and will exercise the same standard of care and security to protect such information as the Contractor uses to protect its own confidential information. The Contractor agrees to use such data exclusively for the providing of services to the Commonwealth and Participants hereunder and not to release such information to any other party; provided, however, that the Contractor may collect, maintain and, at its option, disseminate information and data concerning charge activity which does not contain any direct or indirect identification of the Commonwealth or any Participant. CREDIT LINE: Based on the available financial information, Contractor shall establish a Credit Limit for each Account and an aggregate Credit Line for all Accounts established pursuant to this Contract. Contractor, at its sole discretion, shall have the right to revise the aggregate Credit Line for all Accounts and the Credit Limits on individual Accounts. The Contractor shall promptly advise the Commonwealth and/or the Participant of any increase or decrease in the Credit Line and/or a Credit Limit; provided, however, that the Contractor will not decrease the Credit Line to an amount lower than the then current amount due from the Commonwealth unless the Commonwealth has been given ten (10) days prior written notice. FINANCIAL INFORMATION: A. Commonwealth: In order to determine the credit qualifications for the Commonwealth, the Contractor shall review the Commonwealth’s Comprehensive Annual Financial Report found at http://www.budget.state.pa.us/budget/lib/budget/2005-2006/cafr/cafr-6-30-06-internet.pdf. If such financial statements cannot be obtained by the Contractor, the Commonwealth will be required to provide such information on an annual basis. B. Participating Agencies: In order to determine the credit qualifications for a current Participating Agency, the Contractor shall review the Participating Agency’s latest annual financial statements. In order to determine credit qualifications for each additional Participating Agency, each additional Participating Agency shall provide the Contractor with the last three (3) years of audited financial statements with its signed Participating Agency Addendum. All Participating Agencies shall provide to Contractor annual financial statements thereafter. The Contractor will review the financial statements and notify each additional Participating Agency of the approval or decline of its credit qualification. If

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such financial statements can be independently obtained by the Contractor, the Participating Agency will not be required to provide such financial statements. SURVIVABILITY OF PAYMENT OBLIGATIONS, RIGHTS AND REMEDIES: The obligation of the Commonwealth to make payments as herein set forth shall continue until fully performed. Any rights and remedies the Commonwealth or the Contractor may have with respect to each other arising out of either party’s performance of services or obligations hereunder shall survive the expiration or termination of this Contract. NOTICES: Any written notice to any Party under this Contract shall be deemed sufficient if delivered personally, or by facsimile, telecopy, electronic or digital transmission (provided such delivery is confirmed), or by a recognized overnight courier service (e.g. DHL, Federal Express, etc.), with confirmed receipt, or by certified or registered United States mail, postage prepaid, return receipt requested, sent to the address set forth below or such other address as such party may designate by notice given pursuant to this section:

Voyager: Voyager Fleet Systems, Inc. Suite 600 738 Highway Six South Houston, Texas 77079 Attn: CPS Contract Services Commonwealth of Pennsylvania Department of General Services Director Bureau of Vehicle Management 2221 Forster Street Harrisburg, Pennsylvania 17125

EMPLOYMENT OF AGENTS: U.S. Bank National Association ND may, in its sole discretion, employ agents to perform part or all of its obligations under this Contract at any time without the consent of the Commonwealth; provided, however, that such action shall not affect its obligations to the Commonwealth hereunder. U.S. Bank National Association ND has entered into an agreement with Voyager Fleet Systems Inc. pursuant to which Voyager Fleet Systems Inc. will perform part or all of U.S. Bank National Association ND’s obligations under this Contract. AMENDMENTS: Any material change to the terms and conditions of this Contract will be processed as a written amendment to this Contract and will require signature by both parties. SEVERABILITY: Should any provision of this Contract be declared invalid for any reason, such decision shall not affect the validity of any other provisions, which other provisions shall remain in force and effect as if this Contract had been executed with the invalid provision(s) eliminated. The Parties shall use their best efforts to agree upon a valid substitute provision in accordance with the purpose of this Contract and the intent of the parties. USA PATRIOT ACT: In order to comply with the requirements of the USA PATRIOT Act, the Contractor requires the Commonwealth to provide its legal entity name, street address, taxpayer identification number and other information that will allow the Contractor to identify each entity prior to establishing an account for such entity. The Contractor reserves the right to require that the Commonwealth promptly provide to the Contractor sufficient identification documents upon request in connection with USA PATRIOT Act compliance.

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HEADINGS: The headings of the sections of this Contract are intended for the convenience of the Parties only and shall in no way be held to explain, modify, amplify or aid in the interpretation of the provisions hereof.

APPENDIX B DOMESTIC WORKFORCE UTILIZATION CERTIFICATION

Each proposal will be scored for its commitment to use the domestic workforce in the fulfillment of the contract. Maximum consideration will be given to those Offerors who will perform the contracted direct labor exclusively within the geographical boundaries of the United States. Those who propose to perform a portion of the direct labor outside of the United States will receive a correspondingly smaller score for this criterion. In order to be eligible for any consideration for this criterion, Offerors must complete and sign the following certification. This certification will be included as a contractual obligation when the contract is executed. Failure to complete and sign this certification will result in no consideration being given to the Offeror for this criterion. I, ______________________[title] of ____________________________________[name of Contractor] a _______________ [place of incorporation] corporation or other legal entity, (“Contractor”) located at ________________________________________________________________ ____________________________________________________________________________[address], having a Social Security or Federal Identification Number of ________________________, do hereby certify and represent to the Commonwealth of Pennsylvania ("Commonwealth") (Check one of the boxes below):

All of the direct labor performed within the scope of services under the contract will be performed exclusively within the geographical boundaries of the United States.

OR

________________ percent (_____%) [Contractor must specify the percentage] of the direct labor performed within the scope of services under the contract will be performed within the geographical boundaries of the United States. Please identify the direct labor performed under the contract that will be performed outside the United States: ____________________________________________________________ ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ [Use additional sheets if necessary]

The Department of General Services [or other purchasing agency] shall treat any misstatement as fraudulent concealment of the true facts punishable under Section 4904 of the Pennsylvania Crimes Code, Title 18, of Pa. Consolidated Statutes. Attest or Witness: ______________________________ Corporate or Legal Entity's Name _____________________________ ______________________________ Signature/Date Signature/Date _____________________________ ______________________________ Printed Name/Title Printed Name/Title

Page 1 of 1

APPENDIX GCOMMONWEALTH SPEND SUMMARY FOR 2004 AND 2005 YEARS -

Total FuelMonth Spend Gallons

Jan Jan-04 1,568,013$ 920,089 Feb Feb-04 1,348,371$ 772,135 Mar Mar-04 1,497,293$ 834,568 Apr Apr-04 1,422,387$ 779,652 May May-04 1,642,171$ 815,003 Jun Jun-04 1,665,918$ 856,037 Jul Jul-04 1,522,412$ 787,197 Aug Aug-04 1,542,329$ 798,699 Sep Sep-04 1,627,220$ 835,880 Oct Oct-04 1,701,465$ 811,862 Nov Nov-04 1,472,039$ 719,863 Dec Dec-04 1,566,811$ 798,942

Total 2004 18,576,429$ 9,729,927

Jan-05 1,885,233$ 928,072 Feb-05 1,677,920$ 812,606 Mar-05 2,088,212$ 960,248 Apr-05 1,973,600$ 860,440 May-05 1,854,505$ 840,321 Jun-05 2,053,803$ 906,158 Jul-05 2,263,763$ 938,306 Aug-05 2,659,799$ 1,030,504 Sep-05 3,106,051$ 1,029,842 Oct-05 -$ - Nov-05 -$ - Dec-05 -$ - Total 2005 19,562,886$ 8,306,497

HISTORICAL DATA

APPENDIX H

COSTARS PROGRAM QUESTIONNAIRE

If your firm is awarded a Contract, does it agree to sell/provide the awarded items/services at the same prices and/or discounts, and in accordance with the contractual terms and conditions, to registered COSTARS Purchasers who elect to participate in the contract, and to pay the $500 COSTARS license fee for each contract year? Please Answer: YES ______ NO ______ __________________________________ Corporate or Legal Entity Name __________________________________ Signature/Date __________________________________ Printed Name/Title

es at the itions, to the $500

Voyager Fleet Systems Inc. 738 Highway 6 South, Suite 600

Houston, Texas 77079 Pat Miller Commonwealth of Pennsylvania Issuing Office at Department of General Services Forum Place, 6th Floor 555 Walnut Street Harrisburg, PA 17101 Dear Ms. Miller, Voyager Fleet Systems Inc., (Voyager) is pleased to present this request for proposal to provide fleet fuel card services to the Commonwealth of Pennsylvania. The Voyager product is a “universal” fuel card with extensive fleet management features. Voyager is the fastest growing universal fleet card in the industry due to our advanced technology and processing systems. Our service infrastructure and proven track record of managing fuel taxes and net billings have been critical to the high success rates and efficiencies of our State Government customers. We currently serve the needs of the Commonwealth of Pennsylvania as well as other State Governments in whole or in part, of twenty-seven (27) states, and 97% of the federal government; including the United States Postal Service. Voyager is also the number one fleet card issuer to large-scale commercial fleets such as Verizon and Sprint. The Voyager card is also accepted at over 200,000 fuel and maintenance service stations across the country. Voyager Fleet Systems Inc. is a Houston, Texas-based, wholly owned subsidiary of U.S. Bancorp. Voyager offers a comprehensive fueling and maintenance fleet card program. Our cards are available directly from Voyager, or through co-branded partners (banks and leasing companies). Voyager has highly trained and experienced personnel for relationship management, day-to-day program maintenance, solution consulting, help desk support, and customer service at our state-of-the-art phone center. Top to bottom, when it comes to coordinated fleet card program service, the Commonwealth will agree that the Voyager card is best suited to helping you achieve your fleet management objectives.

Voyager invites the Commonwealth of Pennsylvania to contact Regan Hutton or Susan Calloway regarding any questions or needs that are not specifically detailed in this request for proposal. Voyager Fleet Systems Inc. Voyager Fleet Systems Inc. Attn: Regan Hutton Attn: Susan Calloway Senior Vice President, Sales and Distribution Relationship Manager, Commercial CoBrands 738 Hwy 6 South, Suite 600 335 Montevallo Drive NE Houston, Texas 77079 Atlanta, Georgia 30342 T (832) 486-1139 T (404) 459-0791 F (866) 322-7988 F (404) 459-4160 Regan.Hutton@usbank.com Susan.Calloway@usbank.com Once again, Voyager appreciates the opportunity to respond to your request for proposal and we look forward to continuing to provide fleet fuel management services to the Commonwealth. Best regards, Regan Hutton Carol Barkley Senior Vice President, Sales and Distribution Senior VP of Marketing

TECHNICAL PROPOSAL: FLEET FUEL CARD SERVICES

PRESENTED TO

FOR

UNIVERSAL FLEET FUEL CARD SERVICES

September 21, 2006

ORGINAL

THIS PROPOSAL WAS PRINTED ON 35%

POST-CONSUMER CONTENT RECYCLED PAPER

Table of Contents

Response to the Commonwealth of Pennsylvania September 20, 2006 Table of Contents

2. Technical Submittal ................................................................................................4

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 4

2. Technical Submittal

II-1. Statement of the Problem. State in succinct terms your understanding of the

problem presented or the service required by this RFP.

Voyager has a clear understanding of the issues required by this RFP: the establishment of a fleet card management system for fuel, oil, minor maintenance purchases, and emergency repairs. As the incumbent provider, Voyager is extremely well versed in the details of the Commonwealth of Pennsylvania’s fleet card program. The Commonwealth of Pennsylvania’s universal fleet fuel card must be in place and operational by January 1, 2007.

II-2. Management Summary. Include a narrative description of the proposed effort and a list of the items to be delivered or services to be provided.

Voyager Fleet Systems Inc. (Voyager) provides a powerful and dependable fleet card program with extensive fuel and maintenance features. With over 100 years of combined fuel card experience and an industry-leading technology platform, Voyager has the flexibility and expertise to meet the needs and future growth of the Commonwealth of Pennsylvania.

Furthermore, Voyager wishes to take a partnership approach to the Commonwealth of Pennsylvania’s fleet card program: we will continue to spur fleet technology advances and program innovation in step with your evolving needs. We do this by providing innovative payment solutions that enable the exchange of value between buyers and sellers anywhere, anytime and by any method. Our experienced personnel maintain an ongoing commitment to your success by developing a thorough understanding of your business environment, and creating an integrated product strategy that promotes your goals and objectives. From sales to relationship management, from operations management to account support, Voyager will remain a fully engaged partner to the Commonwealth of Pennsylvania.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 5

Voyager began operations in 1995 as part of the Texaco Credit Card Services Division. Voyager was originally the brainchild of a small group of Texaco mainframe programmers and managers who responded to a challenge from the United States Federal Government to create a “universal” fleet credit card that could consolidate various transactions and tax exemption handling onto a single billing statement. This small group of industry experts was able to leverage its first-hand knowledge of the oil company processor network to combine the superior tax exemption handling and 100% Level III data capture of a proprietary oil company fuel card with the convenience and site coverage of a “universal” fleet card. Voyager is the only fleet card developed specifically out of the oil company processor network. As a result, Voyager is able to deliver its clients the highest level of tax exemption handling and the most robust, 100% Level III data capture and reporting tools. Within the last 11 years, the Voyager Fleet card program has utilized the above advantages to win and service the needs of some of the largest State Government accounts. Following is a sampling of the Commonwealth of Pennsylvania contracts Voyager has in place today:

• Arizona • Indiana • Missouri • Nebraska • North Carolina • Ohio • Oregon

• Pennsylvania, Commonwealth of

• South Dakota • Washington • Wisconsin

In addition to states listed above, Voyager has been awarded the fleet card relationships for over ninety-seven percent of the federal government – including the entire United States Postal Service. Voyager also has some of the largest commercial fleet management programs in the nation, including: Verizon, Sprint, Charter Communications, Genuine Parts, and Hertz Corporation. Voyager has partnered with companies in every major industry nationwide, redefining the concept of fleet cards.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 6

This breadth of experience and history of success has enabled us to confidently offer the Commonwealth of Pennsylvania a comprehensive, cost-effective fleet card program solution. Like the aforementioned list of clients, the Commonwealth of Pennsylvania will be provided easy-to-use tools to effectively reduce fuel expenditures using Voyager’s card restrictions, card controls and electronic reporting. The Voyager program will streamline and enhance all aspects of your fueling and maintenance processes. Specific processes where the Voyager fleet card will bring significant value are: policy compliance, vendor negotiations, transaction monitoring, security, reconciliation, reporting, and customer service.

II-3. Work Plan. Describe in narrative form your technical plan for accomplishing the work. Use the task descriptions in Part IV of this RFP as your reference point. Modifications of the task descriptions are permitted; however, reasons for changes should be fully explained. Include a Program Evaluation and Review Technique (PERT) or similar type display, time related, showing each event. If more than one approach is apparent, comment on why you chose this approach.

Voyager successfully implemented a complete organizational restructure of the Commonwealth’s Agencies, Local Governments and Universities in 2006 to accommodate the Commonwealth of Pennsylvania’s fleet of vehicles, the needs for sophisticated card control by driver, by vehicle or by region; to obtain comprehensive driver, vehicle and exception reports to better assist the Commonwealth to track it's activity within broad parameters; the need to have access to advances in fleet technology and program innovation that will evolve in step with the Commonwealth of Pennsylvania’s needs. The workplan included mutually defining all business requirements, developing a scope of work and conducting weekly project calls to monitor and benchmark progress through completion. a. Offeror will produce and supply a Fleet Fuel Card that can be accessed by a

PIN Number and/or driver identification number and be coded for acceptance at all Commonwealth bulk sites as well as retail fuel outlets throughout the Commonwealth of Pennsylvania. Describe your ability to do so.

Voyager Fleet Card is currently providing the Commonwealth of Pennsylvania acceptance at all Commonwealth bulk sites as well as retail fuel outlets. Please see Appendix 4 for a listing of Pennsylvania Site Locations, broken out by fuel and maintenance.

Technical Proposal: Fleet Card Program

Voyager collaborated with the Commonwealth of Pennsylvania over the last year to incorporate driver IDs across the Commonwealth’s driver database which included over 90,000 drivers. This restructuring was critical for accuracy of reporting and increasing security and control. We continue to provide this functionality. Below is a description of the option available to Voyager clients.

The Voyager card user has the ability to utilize two prompts at the point of sale. One is odometer; the other is a PIN, driver ID, or vehicle ID. The odometer field is a fixed field allowing only for numeric entries (odometer readings). The second prompt is variable. It may be any 4, 5, or 6 numeric digits. The following options are available for assignment of the Voyager card.

Vehicle Cards

Response to the Commonwealth of Pennsylvania

A card may be assigned to a vehicle, which is used by one or more drivers. If the card is assigned to a vehicle:

Driver ID, Vehicle ID & PIN Terminology ♦ The vehicle ID can be embossed on the card.

♦ The unique number can be the driver ID or a PIN for that ♦ The PIN number is assigned to each individual card issued.

card. ♦ Any driver can fuel the vehicle.

♦ The Driver ID is assigned to a single driver for use with any specified vehicle card. (Universal)

♦ The Vehicle ID is assigned to a single vehicle for use with any specified driver card.

♦ All vehicle cards can be established in the database for reporting purposes. ♦ If the assigned number is a driver ID, it is checked against a list of valid driver Ids. (Universal) ♦ If the assigned number is a PIN, it is checked against a list

of valid PINs. ♦ PIN numbers and IDs must be 4, 5, or 6 numeric digits in

length.

September 20, 2006 Page 7

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 8

Driver Cards A card may be assigned to a driver, which is used by one driver on any vehicle. If the driver is assigned a card:

♦ The driver’s name can be embossed on the card. ♦ The unique number can be the vehicle ID or a PIN for that card. ♦ The driver can fuel any vehicle. ♦ All driver cards can be established in the database for reporting purposes. ♦ If the assigned number is a vehicle ID, it is checked against a list of valid vehicle IDs. ♦ If the assigned number is a PIN, it is checked against a list of valid PINs. ♦ PIN numbers and IDs must be 4, 5, or 6 numeric digits in length.

Restrict Personal Identification Number (PIN) to Card PINs can be established for use with a specific Voyager fuel card, which provides the following benefits:

♦ Enhanced fraud control reduces overall risk ♦ If PIN is compromised – only have to notify single user vs. multiple users

PIN selection is streamlined and can be customized ♦ ♦ PIN retention by driver is enhanced

Acceptance Coding Voyager cards will be issued and controlled at the individual card or account level. This functionality allows for cards to be assigned to the driver, vehicle, equipment, divisions, cost-centers, or nothing. The Commonwealth of Pennsylvania can set controls at the individual card or region level based upon the cardholders’ unique spending needs. Unlike other providers, whose card controls are established at the account level, Voyager customers can customize daily and monthly spending limits on a card-by-card basis. This Voyager-specific functionality provides great value and strategic risk management controls to Fleet Managers who would prefer not to establish blanket transaction levels to their entire accounts. Card-level controls are critical to reducing the Commonwealth of Pennsylvania’s the risk of fraudulent activity and misuse.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 9

b. Offeror will provide cards with staggered expiration dates that will be issued

in accordance with the guidance of the Bureau of Vehicle Management on the following estimated dates: October 1, November 1, and December 1. Describe your ability to do so. Yes. Voyager can meet this request for the Commonwealth of Pennsylvania. Voyager previously collaborated with the Commonwealth to accommodate staggered expiration dates in accordance with the guidance of the Bureau of Vehicle Management on the dates described above and has the capability to do so on the future estimated dates as well.

c. Cards will be assigned to either automotive equipment and/or individual

drivers as designated. Describe your ability to simultaneously handle cards in which a major portion (all non-PennDOT agencies) of the Commonwealth cards are assigned to equipment and a PIN Number is assigned to a driver while another major portion (PennDOT) of the Commonwealth cards are assigned to the Driver and the PIN Number is assigned to the equipment.

Voyager currently provides the Commonwealth with the ability to assign either automotive equipment and/or individual drivers as designated. Voyager completed the successful implementation of all Penn DOT and non Penn DOT cards assigned to drivers and vehicles/ equipment as requested and provided additional security by accommodating PINs/ Driver IDs. Voyager will continue to support card level controls as defined by all agencies, local governments and universities with assignment to equipment and/or individual drivers as designated and defined below: Vehicle Cards A card may be assigned to a vehicle, which is used by one or more drivers. If the card is assigned to a vehicle: ♦ The vehicle ID can be embossed on the card. ♦ The unique number can be the driver ID or a PIN for that card. ♦ Any driver can fuel the vehicle. ♦ All vehicle cards can be established in the database for reporting purposes. ♦ If the assigned number is a driver ID, it is checked against a list of valid ♦ driver Ids. (Universal) ♦ If the assigned number is a PIN, it is checked against a list of valid PINs. ♦ PIN numbers and IDs must be 4, 5, or 6 numeric digits in length.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 10

Driver Cards

assigned to a driver, which is used by one driver on any vehicle.

The driver’s name can be embossed on the card. for that card.

d in the database for reporting purposes.

l card, which provides

rol reduces overall risk user vs. multiple users

d. le format:

et Fuel Card.

e the Commonwealth of Pennsylvania all of the

A card may be If the driver is assigned a card: ♦♦ The unique number can be the vehicle ID or a PIN♦ The driver can fuel any vehicle. ♦ All driver cards can be establishe♦ If the assigned number is a vehicle ID, it is checked against a list of valid

vehicle IDs. ♦ If the assigned number is a PIN, it is checked against a list of valid PINs. ♦ PIN numbers and IDs must be 4, 5, or 6 numeric digits in length.

estrict Personal Identification Number (PIN) to Card RPINs can be established for use with a specific Voyager fuethe following benefits:

Enhanced fraud cont♦♦ If PIN is compromised – only have to notify single

PIN selection is streamlined and can be custo♦ mized ♦ PIN retention by driver is enhanced

Provide the following in a downloadab1. A listing of Retail Fuel Outlets that accept the Offeror’s Fle2. A listing of out-of-state Retail Fuel Outlets. 3. For PennDOT, a listing of Retail Fuel Outlets listed by county and by types of fuel available.

Yes. Voyager can providrequested downloadable formats.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 11

Voyager cards can provide the Commonwealth of Pennsylvania with access to a large merchant network of more than 200,000 fuel and maintenance locations. This unparalleled nationwide and international acceptance ensures your employees access to goods and services virtually anywhere in the United States, Canada and Puerto Rico – thus eliminating the need for more costly alternatives and ensuring that the Commonwealth of Pennsylvania captures detailed transaction data on every purchase. No fleet card is more widely accepted than Voyager – at national, regional, local and independent fuel and maintenance locations – with new sites added daily.

Fueling Locations

The Voyager Card is accepted at over 144,325 fueling locations nationwide. Voyager helped pioneer universal card acceptance by establishing strategic relationship with all of the major oil companies, regional and super-regional fueling locations across the United States and in Canada. Voyager has over 10,000 independent retailers accepting the Voyager card. Maintenance Locations The Voyager card is accepted at over 65,000 maintenance locations nationwide. Voyager has developed strategic partnerships with the major credit card processors that accept the Voyager card electronically. In addition, Voyager has a helpful search tool to assist the Commonwealth of Pennsylvania with detailed maps and driving directions to help find an accepting location. We invite the Commonwealth of Pennsylvania to visit our website at http://www.usbank.com/voyagerfleet/search.jsp.

Technical Proposal: Fleet Card Program

Please refer to the example below.

Voyager’s Merchant Locator

e. Provide Retail Fuel Outlets accessibility distributed evenly throughout the state. Describe your ability to provide Retail Fuel Outlets evenly distributed throughout the State. Indicate the methods you will utilize to maintain adequate numbers of Retail Fuel Outlets and to increase coverage in those areas that are in remote locations of the Commonwealth. The Voyager Card is accepted at over 144,325 fueling locations nationwide. Voyager helped pioneer universal card acceptance by establishing strategic relationship with all of the major oil companies, regional and super-regional fueling locations across the United States and in Canada. The oil companies that accept the Voyager card nationwide are as follows:

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 12

Technical Proposal: Fleet Card Program

The Voyager card is accepted at over 65,000 maintenance locations nationwide. Voyager has developed strategic partnerships with the major credit card processors that accept the Voyager card electronically. In addition, Voyager developed a product that allows maintenance vendors to be set-up quick and easy. This was developed for vendors to accept the Voyager card without having to get new point of sale equipment. Voyager has implemented the TeleTrans program with large-scale Federal Government fleets such as the General Service Administration and the United States Postal Service, so there is a great chance that the Voyager card is already accepted at many of your current commercial repair vendors. Should there be any vendors that do not currently accept the Voyager card, Voyager will work diligently to set these vendors up quickly.

Please refer to the attached Commonwealth of Pennsylvania Site Listing included as Appendix 4.

f. Describe in detail the process your company will use to pay suppliers for emergency repairs and the time frame that payment will be provided to suppliers. Voyager currently provides the Commonwealth of Pennsylvania with the following emergency road side assistance program: NATIONAL AUTOMOBILE CLUB

The National Automobile Club has been providing reliable emergency roadside assistance to motorists since 1924. Originally chartered as a motor club for individual members, the organization has expanded significantly over time, and presently serves a diverse customer base including: individuals, groups, small businesses, insurance companies, as well as corporate and government fleets.

Essential emergency road services include: towing, tire change, jump starts, fuel & water delivery, and lockout service. In addition, Voyager can employ its TeleTrans system to facilitate the Commonwealth of Pennsylvania’s vehicle repair authorization process for emergency repairs or general maintenance transactions.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 13

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 14

Voyager TeleTrans is a paperless payment processing system that provides vendors with an efficient, cost-effective method of accepting the Voyager Fleet credit card. This service provides vendors an avenue of accepting the Voyager card without having to purchase any additional electronic point of sale equipment and enables these vendors to begin accepting the Voyager Fleet card immediately. Voyager will convert the TeleTrans payment into an electronic Level III transaction and generates a settlement back to the merchant.

Voyager offers the TeleTrans program to merchants that do not accept the Voyager card electronically, but are requested to service a vehicle in need of repair or in the case of an emergency as defined by the Commonwealth of Pennsylvania. In the event of an emergency, the client can authorize a preferred vendor to contact Voyager to become a TeleTrans accepting merchant. The TeleTrans representatives will then enter the transaction detail, confirm the invoice, and provide an approval code to the merchant. The TeleTrans transaction detail will be downloaded into FleetCommander and will appear on the Commonwealth of Pennsylvania’s next billing statement. The TeleTrans program can be restricted to emergency situations only, or parameters can be defined by the Commonwealth of Pennsylvania for the purchase of maintenance related goods and services. Clients and fleet drivers will enjoy peace of mind knowing TeleTrans expands acceptance of the Voyager Fleet Card to virtually any merchant. TeleTrans is a unique, paperless payment processing system that allows fuel, maintenance and other service providers to accept Voyager with a simple phone call–no need for specialized point-of-sale equipment. With TeleTrans, merchants receive authorization and payment directly from Voyager.

Currently the United States Postal Service, as well as several hundred Voyager customers, utilizes the Voyager TeleTrans service nationwide. Features and benefits include the following:

♦ Reduced administrative expenses ♦ Better security and control of payment process ♦ Maintenance transaction detail provided on all Voyager reports ♦ Consolidated (fuel & maintenance) billing statement ♦ Increased acceptance base ♦ Audit trail of payment activity

Technical Proposal: Fleet Card Program

Process Flow Following is a process flow of the Voyager TeleTrans vehicle repair authorization process:

TeleTrans m erch an t w ill ca ll 866 .842.5608 an d p ro v ide theV o yag er rep resentative w ith card in for m atio n an d lin e itemdeta il o f w o rk p erfo rm ed o n veh ic le

If w o rk p erfo rm ed fa l ls w ith in specif ied param eters o f cu sto m er lim its , th en the V o yager represen tative w il l p ro v id e the m erch an t an app ro val co de.

V oyager card ho ld er w ill g o in to locationth at h as s ig n ed an ag reem ent to b ecom ea T e leT ran s m erch ant

C ard ho ld er sho u ld req uest a co st estim ate fo r req u ired m ain tenan ce and rep airs .

V oyag er pays th e m erch antv ia ch eck w ith in 15 b usin ess d ays.

T h e T e leTran s transactio n w il l ap p ear o n th e n ext b ill in go f the V o yag er F leet custo m er . T h e Te leT ran s transactio n w ill a lso ap p ear o n transactio n d ata do w nlo aded fro m F leetC o m m and er.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 15

Technical Proposal: Fleet Card Program

Vehicle Repair Authorization Process Rules Example of TeleTrans’ ability to create customized rules that control the vehicle repair authorization process:

STATE OF CALIFORNIA

The above rules are an example of the type of authorization parameters that the Commonwealth of Pennsylvania will be able to set using the Voyager TeleTrans system. These rules can be placed at the Commonwealth of Pennsylvania level, at the Commonwealth of Pennsylvania department level, or at any sub-level of any account. This means that the Commonwealth of Pennsylvania can set policies and controls at the Commonwealth of Pennsylvania level that will govern the authorization process for all State Agencies.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 16

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 17

Furthermore, departments can further refine these policies by setting their own rules (as long as they do not contradict the Commonwealth of Pennsylvania-level rules). The department-level rules may be further customized to fit the needs of each individual department or organizational level. The Voyager TeleTrans Systems allows for the greatest level of rules customization and authorization control available in the industry today. This level of authorization cannot occur within the VISANET EPOS networks. Preauthorization Controls TeleTrans allows users to create pre-approvals 24 hours a day, 7 days a week via the FleetCommander Online system. Pre-approval for maintenance transactions are made by initiating a Purchase Order (PO). The PO Number can be chosen by the Commonwealth of Pennsylvania or randomly generated by the Voyager TeleTrans system. PO Numbers will be displayed in FleetCommander Online and in Voyager electronic billing files to allow the Commonwealth of Pennsylvania to easily match and reconcile maintenance transactions. Following is an example of a Purchase Order pre-approval:

Technical Proposal: Fleet Card Program

Once a Purchase Orders is created, it is matched to the transaction submitted by the vendor. If the vendor submits a transaction amount greater than the one entered into the Purchase Order, the TeleTrans system will automatically decline the transaction. Vendors must submit transactions that are equal to, or less than, what has been approved by State Fleet Managers.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 18

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 19

TeleTrans Demonstrates Value, Rebate Optimization and Cost Reduction Your approved maintenance/service vendors have the ability to gain acceptance of the Voyager fleet credit card within 3 to 5 business days after submitting a Voyager TeleTrans Participation Agreement form (and in the case of an emergency quicker). Any entity, from an independent location to a multi-store vendor, can gain acceptance quickly and without incurring any set-up fees. Voyager clients that have converted their vendors to the Voyager TeleTrans program estimated that it saved their companies more than $75.00 per invoice in “Administrative Costs”. No longer do individuals have to open up multiple invoices, reconcile, approve, and request payment. They simply will look at the Voyager Fleet bill and have one system of record. The TeleTrans Value Proposition:

• Allows for the Creation of Rules at Account & Organizational Levels • Reduces Administrative Expenses by Eliminating Paper Invoicing • Increases the Commonwealth of Pennsylvania’s Fleet Card Acceptance Base • Provides Better Security /Control of Payment Process • Provides Greater Transaction Detail in Fleet Reporting Tools • Consolidates Fuel and Maintenance Transaction on Billing Statement • Allows for More Distinct Audit Trail of Payment Activity

g. Indicate your ability to ensure that the fleet card accounts will be

programmed to provide tax exemption management for all federal and state taxes involved for all fuel transactions while providing for purchase controls.

Voyager is a Registered Credit Card Ultimate Vendor with the Internal Revenue Service. If transactions are electronically sent into Voyager with the proper product codes, i.e. gas or diesel codes; then, the Federal Tax will always be deducted from the transactions. For Commonwealth motor fuel taxes, Voyager is dependent upon the Oil Company or Network Processor to allow gas or diesel tax deductions for the retail locations with whom they contract. If the Oil Company or Network Processor allows the tax exemptions; then, the Commonwealth motor fuel gas or diesel tax will be deducted from the customer's transactions.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 20

Voyager Fleet Systems, Inc. has provided the Commonwealth of Pennsylvania with the highest level of Federal Excise tax exemption handling available. Over the course of the past 8 years, Voyager’s tax exemption processes have saved the Commonwealth of Pennsylvania million of dollars; monies that would have been lost is the Commonwealth of Pennsylvania had chosen a Fleet card vendor with lesser tax exemption capabilities. Robert Meyer and Ellen McMath, Voyager’s tax exemption authorities, possess over fifty years of combined experience in dealing with the US Internal Revenue Service (IRS), American Petroleum Institute (API) and various other tax agencies. This long-standing relationship has allowed Voyager to maintain a distinct competitive advantage in the area of Federal Excise tax exemptions. Furthermore, when the US Federal Government released the Jobs Creation Act of 2005, it was Robert Meyer, who, in concert with the API, helped re-write the Federal Government’s requirements to allow all Fleet Card issuers to continue processing Federal Excise taxes through registered Ultimate Vendors. In fact, Voyager was the first Fleet Card issuer to become a registered Ultimate Vendor with the IRS. This level of tax handling innovation and partnership with the Federal Government’s tax authorities is what assures the Commonwealth of Pennsylvania that Voyager will continue to provide the Commonwealth of Pennsylvania with the highest level of tax exemption handling available in the industry today. As of January 1, 2006 Voyager has served as the ultimate vendor on sales of gasoline, diesel, kerosene, aviation gas, and aviation grade kerosene to State and local governmental entities that use the Voyager credit card to purchase fuel. Voyager as the ultimate vendor will settle with the Merchant location when a State or local governmental entity uses a Voyager credit card to acquire fuel. Voyager, the ultimate vendor, will purchase the fuel transaction at a price that includes the Federal excise tax and will bill it to the State or local government entity less the Federal tax. The amount the State or local government entity will pay for the fuel purchases will be reduced by the amount of the Federal fuel tax. (Where applicable, State taxes will be removed.) Voyager as the ultimate vendor will file a claim for refund of the Federal excise taxes from the IRS.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 21

Transaction Flow 1. Government account buys fuel from retail merchant. 2. Merchant transmits transaction data to Voyager, Voyager settles with

merchant. 3. Voyager “buys” receivables from merchant at face value. 4. Voyager bills government account cost of fuel, minus Federal Fuel tax. 5. Voyager applies for Federal excise tax refund.

h. The Card must provide for purchase control. This capability will be

managed by the Bureau of Vehicle Management and must be flexible enough to limit purchases at the card level. Indicate your purchase control methods.

Effective implemented spending controls minimize card misuse. The Commonwealth of Pennsylvania program default controls can either be hard-coded or overridden based on your cardholder’s unique spending needs. The Commonwealth of Pennsylvania’s spending control options include:

♦ Fuel Only Restriction – Prevents purchases of any other commodity and

services other than fuel. The Voyager card does not allow for cash advances, Automated Teller Machine (ATM) access. In addition, there is no need for merchant blocking, since Voyager is strictly accepted at accepting fuel locations only.

♦ Fuel and Other Restriction – Allows the purchase of any commodity. The Voyager card does not allow for cash advances, Automated Teller Machine (ATM) access. In addition, there is no need for merchant blocking, since Voyager is strictly accepted at accepting fuel and maintenance locations only.

Voyager can administer the following restrictions on a card-by-card basis or at the account level.

♦ Monthly Spend Limit – The maximum dollar amount authorized within a 30-

day billing cycle. Spending limits are replenished automatically the day following the established cycle date. (Spend limits are calculated on the date of posting from the Oil Company. Once the amount is exceeded future transactions are referred to Voyager).

♦ Daily Transaction Limit – Restricts the number of transactions allowed on a daily basis. The number of daily transactions on each card is rolled to zero at midnight daily.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 22

♦ Monthly Transaction Limit – Restricts the number of transactions allowed on a monthly basis.

♦ Hard or Soft Limits – Hard decline parameters would decline the transaction at the point of sale if any of the limits specified were exceeded. Soft decline parameter would instruct the retailer to call for authorization to allow one additional transaction.

Items such as commodity codes (product codes), quantity, day of the week and hour of the day can be controlled by an Exception Report, not at the point of sale. The Commonwealth of Pennsylvania can receive a report on a daily, weekly, or monthly basis that would flag all transactions falling outside the parameters set forth. The following are on-line exception reports that can be viewed, printed or scheduled to be delivered to individuals at the Commonwealth of Pennsylvania

♦ Cards with High Dollars for Non-maintenance Transactions ♦ Cards with High Gallons ♦ Cards with Non-fuel Purchases ♦ Cards with Highest Number of Transactions ♦ Cards by Purchase Method ♦ Cards by Percent of Limit (Cards that have a certain percentage or more of the credit

limit exceeded).

Voyager can provide the Commonwealth of Pennsylvania with exception reporting in any customized format requested. Voyager is able to provide the Commonwealth of Pennsylvania with all transactions that are over a specified dollar amount; multiple transactions per day; a specified number of gallons per transaction; transactions during a specified time period; out of state transactions; food transactions; transactions on a Sunday; holiday transactions; supreme transactions on the exception report and can email this to the Commonwealth of Pennsylvania on a daily or weekly basis.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 23

While most fleet cards are capable of distinguishing between a large variety of products that may be purchased, obstacles to limiting the purchase of specific products (i.e.: premium fuel) exist due to the limited capabilities of electronic POS equipment at the oil company’s retail sites. Voyager’s system was designed to take advantage of new capabilities as electronic POS technology emerges. As the oil industry continues to evolve toward more technologically advanced equipment, Voyager will improve product purchase restriction capabilities. Voyager is unaware of any fleet card, even a MasterCard or Visa product being able to exert a daily dollar limit control feature. Voyager understands how the oil industry settlement process currently operates today. The current process is: the oil company sends the fleet card company an authorization ($1 Dollar per transaction) and then transmits the actual transaction amount (up to $100) at the end of each day. There is not a way for a fleet card company, the client or the merchant location to truly know at the time of purchase what the dollar amount will be until the next morning after the batch settlement process.

The only exception is in the case of debit card use at the point of sale. This may be possible if the Commonwealth of Pennsylvania is using a debit card processing arrangement with all of the oil companies, unbranded/independents and card processors. This full functionality is not present in today’s fleet credit card processing environment. Note: Many of the unbranded locations do not currently accept debit cards at the pumps. Until the oil companies are willing to commit to the programming and changing their current settlement processes then fleet card holders will need to continue to manage by exception reporting. Voyager has extremely robust reporting capabilities – tools, information, knowledge and consultation are some of our strongest sustainable competitive advantages. This consultative approach is how we would successfully support marketing to your clients.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 24

i. Provide control of purchase authorizations. Odometer reading entry must

be provided for fuel purchases. Non-automated locations must be provided with a toll-free number for verification on the back of the card. The Department of General Services may extend the opportunity to Commonwealth Agency Automotive Officers and/or Comptrollers to electronically monitor (read only) their own account activity.

The Voyager Card user has the ability to utilize two prompts at the time of sale. One is odometer; the other could be a PIN, driver ID, or vehicle ID. The odometer field is a fixed field allowing only for odometer entries. The second prompt is variable. It may be any 4-6 digits, numeric entry. One of the many advantages to Voyager’s origin being in the oil company processor world is Voyager’s ability to monitor and maintain authorization records in the oil company authorization system. The Voyager “Tandem” system allows our operators to modify real-time authorization requests. This technology ensures that the Commonwealth of Pennsylvania drivers will always be able to obtain authorization on any type of transaction 24 hours a day, 7 days a week, and 365 days a year. Should any the Commonwealth of Pennsylvania driver experience an authorization problem, that driver can simply turn his or her Voyager card over, obtain the Voyager Client Services 1-800 number (1-800-987-6591), contact our call center and request authorization. A Voyager authorizations rep has the ability to “Force” approve transactions whenever drivers experience problems due to an inability to connect to the Internet, or some other form of communication device failure.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 25

Oil companies are asked to adhere to the following voice authorization procedures stated below:

♦ Imprint credit card ♦ Verify expiration date ♦ Enter products purchased, how much purchased, price per item and total

amount of sale ♦ Ask the driver for ID# and Odometer reading if required. Print this

information on the manual ticket ♦ Call Voyager for voice authorization ♦ Write authorization number on ticket ♦ Send ticket into oil company

j. Describe your ability to provide 7/24/365 toll-free telephone authorization

and a designated customer support group specifically assigned to Commonwealth of Pennsylvania accounts.

Voyager’s Client Services representatives are available to personally assist the Commonwealth of Pennsylvania with any card maintenance requests 24 hours a day/seven days a week/365 days a year. Voyager phone lines are not answered by an automated voice response unit, and because Voyager’s 800-number is listed on the back of every single card issued to the Commonwealth of Pennsylvania, the Commonwealth of Pennsylvania can take comfort in knowing that its drivers have around-the-clock access to live Voyager representatives for all emergency authorization and roadside assistance needs. Voyager’s FleetCommander Online internet tools also provide 24/7/365 access and support for online account maintenance, reporting and billing information.

k. Indicate what software system you will use to provide web based training.

Also indicate what software system, if different from the training software, you will use to provide the Commonwealth with electronic access to order new cards, add or delete drivers and vehicles, modify PIN/ID numbers and update information.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 26

For the purposes of electronic access to order new cards, add or delete drivers and vehicles, modify PIN/ID numbers and update information, Voyager provides a web-based fuel management program. FleetCommander Online, a system designed to provide clients with complete access to observe and manage their accounts is a tool the Commonwealth of Pennsylvania is already familiar with. This web-based tool will be available to the Commonwealth of Pennsylvania’s customers. the Commonwealth of Pennsylvania will be able to customize this web tool to market to their customers at no additional cost.

FleetCommander Online Overview With FleetCommander Online, clients are given the ability to customize the control and features they need to manage their fleet effectively. Clients can evaluate expenses and make informed decisions with the click of a mouse. FleetCommander Online allows clients to customize their account to their individual specifications.

The Voyager FleetCommander Online web-based application will provide the Commonwealth of Pennsylvania’s commercial fleet customer with state-of the-art user-role customization features. Access to FleetCommander Online may be determined by both organization and area of functionality. This means that the customer can designate a user to be setup with view and edit rights over the entire account (global level), or with view and edit rights over a specific division (local level).

Voyager has accommodated the Commonwealth of Pennsylvania’s organizational hierarchy by separating the Commonwealth into multiple level 1s: PA State Agencies, PA Local Govt, PA Universities, PENN DOT and PA Turnpike Commission. This allows for more detailed reporting capabilities, as the reports can be broken down into Commonwealth of PA accounts vs. non-Commonwealth of PA accounts. Since the Voyager system allows for up to seven levels of account hierarchy, individual users may be setup at any of the following levels:

Level 1 – PA State Agencies

Level 2 – Agency Name

Level 3 – Agency code (if applicable)

Level 4 – Misc

Technical Proposal: Fleet Card Program

Level 5 – Misc

Level 6 – Misc

Level 7 – Misc

(See example of Voyager Organization Tree)

Furthermore, the Voyager FleetCommander Online program is broken down into the following areas of functionality:

Account Maintenance – This area of the website allows for card cancellation/replacement/issuance and the maintenance of Vehicles and Drivers.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 27

Technical Proposal: Fleet Card Program

Reporting – This area of the website allows users to create customized Inventory, Transaction, Management, Exception and Billing reports. (Note: users will only see data in these reports tied to their defined organization level; Region 1 users will only see Region 1 data, Region 2 users will only see Region 2 data.)

Billing – This area of the website will allow users to view statements and make payments (ACH) online.

(See below example of FleetCommander Online areas of functionality)

l. Indicate whether you can provide the required card stock grade for the fuel

cards as provided in Section IV-3, paragraph f. Voyager has collaborated with the Commonwealth of Pennsylvania to design a unique card. The card meets the specifications identified.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 28

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 29

m. Describe your ability to develop accounts based upon account coding provided by the Bureau of Vehicle Management, and indicate what sorting level your company is able to provide. A sample account code follows: Level 1 Commonwealth of Pennsylvania Level 2 Agency Level 3 Organization

Voyager is pleased to offer the functionalities of developing accounts based on account coding provided by the Bureau of Vehicle Management with the ability to provide the level of breakouts indicated above by the Commonwealth of Pennsylvania, as such an initiative was recently put in place by Voyager for the Commonwealth of Pennsylvania.

Voyager has accommodated the Commonwealth of Pennsylania’s organizational hierarchy by separating the Commonwealth into multiple level 1s: PA State Agencies, PA Local Govt, PA Universities, PENN DOT and PA Turnpike Commission. This allows for more detailed reporting capabilities, as the reports can be broken down into Commonwealth of PA accounts vs. non-Commonwealth of PA accounts. The Voyager system allows for up to seven levels of account hierarchy, individual users may be setup at any of the following levels:

Level 1 – PA State Agencies

Level 2 – Agency Name

Level 3 – Agency Code (If applicable)

Level 4 – Misc

Level 5 – Misc

Level 6 – Misc

Level 7 – Misc

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 30

n. The Department of General Services’ Bureau of Vehicle Management

(BVM) orders all cards. Requests for new or replacement cards come to BVM from individual agency automotive officers. Separate requests will be received from PennDOT and the Turnpike Commission. The contractor is not authorized to provide cards without authorization from BVM. If BVM opted to have cards sent directly to automotive officers, indicate the amount of time it would take your company to switch to this procedure and what method would you provide to allow BVM to keep track of the numbers and locations of cards.

Voyager currently provides this approach to Commonwealth of Pennsylvania, and as such will take no time to switch to the procedure. Voyager will never issue cards that have not been approved by an authorized individual on the account. Voyager is able to provide tracking of cards with reporting functionality in FleetCommander Online. We provide real-time inventory reports: ♦

♦

♦

Card Report – Gives a real-time inventory of all cards, activation dates and limits for a specific account. Vehicle Report – Gives a real-time inventory of all vehicle attributes, activation dates, etc. for all vehicles on a specific account. Driver Reports – Gives a real-time inventory of all drivers, activation statuses, etc. for all drivers on a specific account.

Technical Proposal: Fleet Card Program

(See example of a Card Inventory Report)

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 31

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 32

o. Implementation i) The contractor will work with designated Commonwealth personnel during

the implementation of the contract and must be capable of making an orderly transition of services to coincide with the expiration of the current contract, without any interruption of services to Commonwealth customers. Describe your ability to be ready to implement the contract by approximately January 1, 2007.

As the Commonwealth of Pennsylvania’s current provider, no implementation will be necessary as the entire organizational restructure and reissuance of all cards was just completed in 2006. For this reason, the Commonwealth of Pennsylvania will continue to enjoy the seamless fuel card program Voyager currently provides and Voyager will provide the Commonwealth with an implementation cost savings bonus when awarded the contract to become effective January 1, 2007. Account Implementation

The success of the fleet card program is dependent upon gaining a thorough understanding of the Commonwealth of Pennsylvania’s needs. Voyager adopted the IMPAX Strategic Account Management (SAM) approach, a research-driven account management process based on understanding our customers’ business needs. From the first contact, our approach is consultative: each step in the SAM process is designed to enhance our understanding of the Commonwealth of Pennsylvania’s needs, thereby allowing Voyager to suggest solutions that will be truly valuable to your organization. By focusing on the Commonwealth of Pennsylvania’s concerns and priorities from the onset, Voyager seeks to create a strategic partnership. Our innovative process is that several implementation tasks can be completed prior to contract signing, resulting in a shorter time between contract execution and card rollout. The following are example tasks that can be addressed at the initial meeting:

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 33

1. Discuss program roles and responsibilities 2. Identify the Commonwealth of Pennsylvania’s Program Administrator 3. Discuss communications process between the Relationship Manager,

Program Administrator, subgroups and key decision-makers 4. Review sample implementation plan 5. Establish timeframe for subgroup meetings

After this initial meeting, the Voyager Relationship Manager will conduct meetings with the appropriate subgroups:

♦ Program Structure ♦ Policy, Procedures, & Communications ♦ Tax and Compliance ♦ Technology

The Commonwealth of Pennsylvania’s Relationship Manager will meet with Program Administrator to chart progress: review policies and procedures, develop a communication plan, and discuss plans for cardholder applications and training. The final step in the process will occur once implementation is complete, but throughout the life of the fleet card program the dedicated Relationship Manager will meet with the Commonwealth of Pennsylvania on a regular basis to discuss account performance, benchmarking, and potential areas for growth and improvement. During each account review, the Relationship Manager will discuss program performance, provide benchmarking statistics for evaluation of the program, and provide consultation regarding any actions that may be taken to improve the program. Voyager has developed a complete set of account review tools for our Relationship Managers to use in providing clients with the most effective and useful information upon which to base future action.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 34

Implementation Plan Voyager will provide the Commonwealth of Pennsylvania with a detailed implementation plan that has each task related to the transition from one fuel card provider to another documented. In addition, Voyager is committed to creating a smooth and structured transition for the Commonwealth of Pennsylvania. the Commonwealth of Pennsylvania’s dedicated Relationship Manager will customize an implementation plan specifically for the Commonwealth of Pennsylvania when implementing the fuel card program. Voyager will provide the Commonwealth of Pennsylvania with a 30 to 60 day implementation team to assist in card and pin roll-out. The following are members of the team that will be dedicated to assisting the Commonwealth of Pennsylvania during the implementation:

Susan Calloway - Relationship Manager The Relationship Manager facilitates the implementation of your fleet card program and provides ongoing consultation to the Commonwealth of Pennsylvania for program updates, product enhancements and account performance. ♦ Provides consultation for an effective implementation ♦ Monitors progress of implementation and ensures adherence to project plan ♦ After implementation, monitors mutual account performance goals and

introduces value-added products, services and program enhancements ♦ Maximizes value of the fleet card program through consultation

Robert Meyer – Vice President of Operations The Vice President of Operations provides daily support through the management of the following departments: ♦ Customer service ♦ Risk Management ♦ Credit department

Jodie Collins - Operations Manager The Operations Manager supervises a team of client service representatives and dedicated account coordinators to: ♦ Manage the Commonwealth of Pennsylvania’s day-to-day activity ♦ Manage the Commonwealth of Pennsylvania’s billing

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 35

Sonya Isom - Dedicated Account Coordinator The Account Coordinator provides ongoing daily servicing support to your company, including: ♦ New account processing ♦ Account changes such as spending guidelines and account closures. ♦ Hierarchy/report option changes

Technical Support for Voyager FleetCommander and Voyager FleetCommander Online Technical support specialists are available 6:00 a.m. to 8:00 p.m. central standard time via a toll-free number to assist program managers and cardholders with their specific FleetCommander or Voyager FleetCommander Online System questions.

ii) Provide a detailed implementation plan for accomplishing all of the work

proposed in this RFP. This should include the contractor’s approach to testing, meeting the required time lines for implementation and transitioning issues.

As mentioned, should the Commonwealth of Pennsylvania choose to remain a client of Voyager, no implementation will be necessary. Voyager has included the plan used to implement the Commonwealth of Pennsylvania’s program:

IMPLEMENTATION ACTION PLAN

The Commonwealth of Pennsylvania Call-In Number: 1-800-###-####

Passcode: ####

ACTIONS

ACTION DATE

NEXT STEP DATE

STATUS RESPONSIBILITY COMMENTS

1 Authorize Contract •

•

•

Contract Negotiation & final draft of contract - Send to Sales Rep.

Contract sent to USB Contracts

Contract fully executed

Open Sales Rep & the Commonwealth of Pennsylvania

• Executed original needs to be sent to Voyager.

• Voyager will make a copy for file and overnight to USB for final execution.

• Fully executed contract will be sent

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 36

and sent to respective parties.

EST. Time: 30 – 60 Days

to Client from USB Contracts

• Fully executed contract will be sent to the Commonwealth of Pennsylvania from USB Contracts

2 Discovery •

•

•

•

•

•

•

•

Schedule Kick-Off Meeting

Review Implementation Plan

Identify Voyager and the Commonwealth of Pennsylvania points of Contact

Determine Rollout phases (Region by Region card release, or all together?)

Email Voyager Points of Contact

Customized Plastics

Determine any Additional Rollout Action Items

Establish weekly Implementation Meetings.

EST. Time: 1 Day

Open

Card Contact: ??? Billing Contact: ??? Relationship Manager: Susan Calloway (Voyager) Susan will email contact lists to identified personnel by the Commonwealth of Pennsylvania contacts.

• Meet, Introduce Relationship Manager, describe Implementation strategy.

• Identify all parties involved in project with their respective roles and responsibilities.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 37

3 Merchant Acceptance

• Determine top vendors to contact regarding discounts

• Work with the

Commonwealth of Pennsylvania to contact vendors for discounts

EST. Time: 15 Days

• The Merchant Acceptance Team will work with the Commonwealth of Pennsylvania to send a letter to all merchants and track the progress.

4 Customized Card Stock Creation •

•

•

•

•

•

• •

Determine card graphic.

Deliver graphic file to Voyager.

Deliver graphic file to plastics vendor.

Review Proof.

Determine delivery date to embossing center.

EST. Time: 30 – 60 Days (can run in parallel to points 4 & 5)

Determine the need and requirements of customized plastics. Identify costs. Voyager will work with the Commonwealth of Pennsylvania to establish the creation of customized plastics and their deliver to the USB embossing center in Fargo.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 38

5 Systems Integration & Reporting •

•

•

•

•

Voyager to provide Transaction File Specs Layout and Test File (865) to the Commonwealth of Pennsylvania – determine billing date.

Identify Reporting Contacts and Hierarchy of levels of reporting

Determine Embossing/Card Setup

• Identify Special Reporting

Needs

Identify Card Addressing Needs

EST. Time: 2 Days

Open

Susan to provide the 865 file to the Commonwealth of Pennsylvania contact

Enables the Commonwealth of Pennsylvania to map fueling transaction data into a fuel management software or electronic billing program.

• Enables Voyager to

properly reproduce the Commonwealth of Pennsylvania’s organizational structure for reporting and billing purposes.

6 the Commonwealth of Pennsylvania Data Capture •

•

•

•

•

•

Voyager to provide the Commonwealth of Pennsylvania with Account Setup forms

the Commonwealth of Pennsylvania returns completed Account Setup forms

the Commonwealth of Pennsylvania provides card addressing information.

Placeholder for additional tasks/deliverables.

Open

Susan to provide forms

Enables Voyager to properly setup the Commonwealth of Pennsylvania account and meet billing and reporting prerequisites.

Allows Voyager to setup appropriate card addressing files.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 39

EST. Time: 10 Days

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 40

7 Establish LOC & Account

Shell •

•

•

•

•

•

•

Voyager credit dept. determines account-specific Line of Credit.

Voyager creates account shell and creates cards and prompt information within the Voyager mainframe system.

Voyager sends out Account Profile for card release authorization.

the Commonwealth of Pennsylvania approves account setup and signs off on authorization of card release.

EST. Time: 5 Days

Open

Voyager assigns proper credit levels. Voyager loads the Commonwealth of Pennsylvania-specific data into Voyager’s account system for the proper embossing of cards. Voyager sends an electronic copy of card setup for the Commonwealth of Pennsylvania approval prior to card embossing. This assures that cards are setup properly per the Commonwealth of Pennsylvania’s specific needs.

8 Implementation Packages • Discuss new account

implementation “start up” package a Driver Instructions a Card Acceptance

Locations a Introduction from the

Commonwealth of Pennsylvania

EST. Time: 1 Day

Open

• Confirm required material

for new account implementation.

• Voyager will send the Commonwealth of Pennsylvania Driver Guides and card sleeves before the cards arrive.

9 Card Production & Distribution Packages

• •

Voyager releases cards to Embossing Center for issuance

Open

Voyager & the Commonwealth of Pennsylvania

the Commonwealth of Pennsylvania customized plastics production lead time is 60 days after confirmed receipt of

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 41

•

•

•

Cards received by the Commonwealth of Pennsylvania for distribution.

Implementation materials are received by the Commonwealth of Pennsylvania for distribution

EST. Time: 5 Days

plastics proof from the Commonwealth of Pennsylvania Voyager embossing center creates and ships cards to the Commonwealth of Pennsylvania.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 42

10 Account Maintenance &

Reporting Tools Distribution •

•

•

•

Voyager FleetCommander Rollout Process - Enrollment Form

Create Log on IDs & Passwords

- Import Transaction Data

- Test Transaction Data

- Distribute IDs - Software installation

& training

FleetCommander Training Scheduled

• FleetCommander Online

Rollout Process - Enrollment Form

Create Log on IDs & Passwords

- Distribute Ids Training on FleetCommander Online Scheduled

EST. Time: 5 Days

Open

FC Users: ??? Will schedule after rollout. FleetCommander Online Users: ??? Will schedule after rollout.

• FleetCommander – Ad

Hoc Query reporting for transactions 48 hrs after swipe.

FleetCommander Online account maintenance program that allows for real-time card ordering, cancellation and replacement.

11 Implementation Review •

•

•

Discuss new account implementation process

Discuss card rollout process

Discuss software tool implementation and training

Open

Voyager & the Commonwealth of Pennsylvania

• Confirm that the Voyager

account has been setup properly and that all the Commonwealth of Pennsylvania conditions and requirements are met.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 43

• Determine if any action

items have not been met and plan resolution steps

EST. Time: 1 Day

Total Estimated Time of Implementation After Contract Signing: 30 Days (Estimate may vary based on specific requirements)

IMPLEMENTATION ACTION TEAM THE COMMONWEALTH OF PENNSYLVANIA / VOYAGER

THE COMMONWEALTH OF PENNSYLVANIA PARTICIPANTS: NAME ROLE PHONE # EMAIL ADDRESS NOTES

VOYAGER PARTICIPANTS: NAME ROLE PHONE # EMAIL ADDRESS NOTES

Technical Proposal: Fleet Card Program

iii) Provide estimated time frames for each step in the implementation process

using a GANTT or PERT chart. Please refer to the sample implementation plan in Section ii above.

iv) During implementation of the awarded contract, the DGS, Bureau of Vehicle Management will produce data for initial card production (one card for each vehicle and/or driver) and the graphics for the front of the card shall be supplied upon contract approval. New cards shall be produced when the data for the front of the card and the magnetic strip are submitted by PennDOT, the Turnpike Commission, and the Bureau of Vehicle Management. Please indicate your ability to produce these specific cards for Commonwealth use while providing generic cards for undercover officers.

Voyager current meets both of these requirements. Voyager has collaborated with the Commonwealth of Pennsylvania to design a unique card. We also make available generic cards, as needed.

v) Describe your ability to ensure that embossing and mailing of

new or replacement cards shall be provided within one business day after receipt of electronic or verbal request by authorized Bureau personnel. Information to be embossed on cards is as follows: • Account Number • Card number • Equipment number • Account name • License number • Year and make of vehicle

Voyager can—and currently does—meet the requirement. We offer the Commonwealth of Pennsylvania the following unique card embossing functions: The first 9 digits on the card is the account number. The next five digits are the card number (system assigned) and the last digit is the check digit number.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 44

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 45

Line 1: The first line can be embossed – “Vehicle No 123456”- (4-6 numeric digits) Line 2: The second line can be embossed – 22 characters total (account name). Line 3: The third line can be embossed – 17 characters total

vi) Cards shall be delivered to: Bureau of Vehicle Management, 2221 Forster

St., Harrisburg, Pennsylvania 17125.

Voyager currently meets this request and will continue to do so when the new contract is awarded.

IV-5 Billing/Reporting a. Describe your ability to keep accounts separated into three categories: State

Agencies, State Universities, and Local Governments.

Voyager is pleased to offer the functionalities of developing accounts based on account coding provided by the Bureau of Vehicle Management with the ability to provide the level of breakouts indicated above by the Commonwealth of Pennsylvania, as such an initiative was recently put in place by Voyager for the Commonwealth of Pennsylvania.

The Voyager system allows for a nearly unlimited number of individual accounts, with each account containing up to 99,999 individual cards. Furthermore, each account can have its own separate billing address, thus allowing for each the Commonwealth of Pennsylvania department and other entity to have their user defined individual billing.

b. The Bureau requires sorting for billing and reporting purposes to be at a

minimum capable of a sort to a level three. The bureau reserves the option of selecting levels four and five. Account invoices must display the following: • Account Number • Department/Agency Name • Department/Agency Billing Address • Card Number • Vehicle Number • Transaction Detail

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 46

• Tax Credits All billing and associated reporting are done by the organization name within a Commonwealth agency

Voyager is able to meet this request and provide the Commonwealth of Pennsylvania seven levels of reporting. Voyager has the ability to provide the following billing options to the Commonwealth of Pennsylvania: ♦ Monthly paper billing reports ♦ Daily/weekly/monthly electronic billing files (in ASCII or Excel formats) ♦ Daily/weekly/monthly FleetCommander Online billing reports (in PDF,

Excel, CSV, and Tab Delimited file formats) These reports can be sent to individual accounts, or a single roll-up report can be sent for multiple accounts vial email or FTP. Voyager will work with the Commonwealth of Pennsylvania to determine the best possible billing solutions. Please refer to Appendix 1, Tape 865 long and Test 865 Long electronic file formats, for an example.

c. Offeror shall describe in detail its ability to accurately transmit data for importation into fleet management system database. (A desktop or web-based reporting program shall be available to all State agencies and approved by the Bureau of Vehicle Management and exportable to Excel).

Voyager can setup daily transaction data files via email or secure FTP in Voyager’s standard ASCII and Excel file layouts. the Commonwealth of Pennsylvania also has the ability to setup customized transaction files in the FleetCommander Online website. These files can be setup to the exact specifications of the Commonwealth of Pennsylvania. Once a customized transaction report is created on the FleetCommander Online system, this report can also be scheduled for daily, weekly, monthly delivery in PDF, Excel, CSV or Tab Delimited file formats. (See the example of FleetCommander Online Report Scheduling Options)

Technical Proposal: Fleet Card Program

d. Demonstrate your ability to ensure that data necessary to populate fuel and maintenance files is compatible with the Bureau’s fleet management system. The Bureau’s fleet management software is named E-Track and is produced by LeasePlan International. The data from the provider to BVM should be in an ASCII, fixed length flat file. PennDot utilizes a mainframe system. See Appendix C.

Voyager has successfully customized a file for the Commonwealth of Pennsylvania to upload to E-Track which meets all required formats and fixed file lengths and will continue to provide.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 47

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 48

e. Provide information on your company’s software security standards.

Indicate how your company will protect the fleet cards and the Commonwealth’s network from computer viruses, malicious, mischievous or destructive programming.

The Voyager FleetCommander Online website utilizes an Internet-based HTTPS Secured Sockets Layer (SSL) and supports 128-bit encryption. Because the Voyager FleetCommander Online website is run from U.S. Bank’s Internet web platform, our website uses the very latest in Internet banking security features. We understand that Internet security is very important to our customers. We encrypt all data transmissions between your computer and our data center using the strongest-available industry-standard SSL protocols. Your messages to us are not decrypted until they are inside our firewall.

f. The Commonwealth currently has 611 separate billing accounts. Offerers

must describe in detail its ability to forward monthly billings by the contractor directly to the address of the individual account. Billing addresses are provided by BVM Voyager currently accommodates the Commonwealth with the above referenced separate billings and will continue to support those individual needs. The Voyager system allows for a nearly unlimited number of individual accounts, with each account containing up to 99,999 individual cards. Furthermore, each account can have its own separate billing address, thus allowing for each the Commonwealth of Pennsylvania department and other entity to have their own individual billing.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 49

In the event of account discrepancies, resolution is between the contractor and the agency involved. Also, in an effort for the Commonwealth to be more efficient in procuring goods and services, the Commonwealth would like the offerer to submit a proposal for a consolidated electronic invoice and reporting process that would allow the Commonwealth to facilitate the review and payment of certain Commonwealth accounts. The requirements of the process are as follows:

i) General Information: a) The Commonwealth would like to have a single consolidated electronic invoice for all Commonwealth agencies except for the following agencies:

Pennsylvania Commonwealth Court Pennsylvania House of Representatives Pennsylvania Judicial conduct Board Legislative Agency of General Assembly Legislative Budget & Finance Committee Legislative Service Agency Pennsylvania Higher Education Assistance Agency Philadelphia Regional Port Authority Pennsylvania Securities Commission Pennsylvania Senate Pennsylvania Supreme Court Pennsylvania Dept. of Treasury Pennsylvania Turnpike Commission

Voyager can agree to this request as such is presently being done for the Commonwealth. Voyager has the ability to provide the following billing options to the Commonwealth of Pennsylvania: ♦ Monthly paper billing reports ♦ Daily/weekly/monthly electronic billing files (in ASCII or Excel

formats) ♦ Daily/weekly/monthly FleetCommander Online billing reports (in PDF,

Excel, CSV, and Tab Delimited file formats)

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 50

These reports can be sent to individual accounts, or a single roll-up report can be sent for multiple accounts vial email or FTP. Voyager will work with the Commonwealth of Pennsylvania to determine the best possible billing solutions.

Please see Appendix 1 for the Tape and Test 865 Long to review the file Penn-DOT receives.

Please see Appendix 2 for File 867 to review the file the Commonwealth of Pennsylvania receives.

b) The Commonwealth will receive a data file from the contractor on a monthly basis on a date agreed upon between the Commonwealth and the contractor.

Voyager currently does this for the Commonwealth. The Commonwealth receives an interface file from Voyager right now for the account’s one bill day, but Voyager will be happy to discuss this request in the future.

c) The Commonwealth and the contractor will mutually agree on the payment terms of the electronic invoice.

Voyager has read and will comply with this request. Voyager does not assess finance charges to the Commonwealth of Pennsylvania; however, Voyager’s rebate offering is contingent upon the Commonwealth of Pennsylvania maintaining an average file turn of less than 40 days. Voyager is doing this today and will continue to provide such to the Commonwealth

d) The Contractor will implement a Web-based tool or similar tool to allow the Commonwealth to review and verify card charges on a daily, weekly or monthly basis.

Voyager currently provides the Commonwealth with a Web-based tool in FleetCommander Online that enables the review and verification of card charges on a daily, weekly and monthly basis.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 51

ii) Electronic Invoice Data File requirements: a) Monthly file must be sent to Integrated Enterprise System (IES) in an IES XML defined format. The contractor will have the responsibility to coordinate the file transfer with the IES technical staff. IES will identify the specific data elements for the contractor. Yes, Voyager currently provides this to the Commonwealth and will continue to do so. Many different files can be created for the Commonwealth, and Voyager is open to discussing such options with the Commonwealth. Please see Appendix 1 for the Tape and Test 865. b) The Contractor must send a Monthly file to IES in an IES XML defined format. The Contractor will have the responsibility to coordinate the file transfer with the IES technical staff. The data requirements are in Appendix H. Yes, Voyager currently provides this to the Commonwealth and will continue to do so. Please see Appendix 1 for the Tape and Test 865.

iii) Web-based Management Reporting Tool or similar proposed tool: a) Commonwealth requires visibility of all vehicle card transactions on a daily, weekly or monthly basis. Voyager can provide vehicle card transactions on a daily, weekly or monthly basis through Fleet Commander Online. Transaction Reports These reports allow the Commonwealth of Pennsylvania to create customizable transaction reconciliation and vehicle management reports. ♦ Transaction Detail Report – Allows users to create customizable

reports using all 68 data elements captured with each transaction. Users can define column appearance, naming, sort order, date range and specific account or organizational level. This report can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

Technical Proposal: Fleet Card Program

♦ Transactions by Vehicle Report – Allows users to create an electronic version of Voyager’s comprehensive paper Vehicle Report. This report is schedulable and can be exported into PDF format.

♦ Transactions by Driver Report – Allows users to create an electronic version of Voyager’s comprehensive paper Driver Report. This report is schedulable and can be exported into PDF format.

Sample Transaction Detail Report

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 52

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 53

b) Access to this information will be limited to the Department of General Services (DGS), Bureau of Vehicle Management; Agency Automotive Officers/Vehicle card coordinators, Comptrollers, and agency fiscal staff. The access would be on an authorized basis by the DGS Bureau of Vehicle Management. Authorized personnel within DGS can grant access for approved personnel. Such can be done through Fleet Commander Online. c) This report should contain, at a minimum, the information listed below or an acceptable equivalent and be organized and presented as a summary by statewide and/or agency. 1) Account Number 2) Department/Agency Name 3) Department/Agency Billing Address 4) Card Number 5) Vehicle Number 6) Transaction Detail 7) Tax Credits All billing and associated reporting are done by the organization name within a Commonwealth agency. Yes. Voyager can provide the Commonwealth of Pennsylvania with a sample of the vehicle report out of Fleet Commander Online. Comprehensive reporting and reliable 100% Level III data capture are vital to the Commonwealth of Pennsylvania’s ability to effectively manage its fleet card program. With Voyager’s industry-leading reporting tools, the Commonwealth of Pennsylvania can turn raw transaction data into useful information for compliance management and strategic planning. And having the access to the most comprehensive data collection tool in the industry today makes it possible for the Commonwealth of Pennsylvania to control and pinpoint unauthorized spending, thus reducing significant costs to the Commonwealth of Pennsylvania’s annual fleet budget. Voyager is the only fleet card in the industry whose reporting system is able to tie up to seven levels of user-defined hierarchy and up to 68 distinct data elements to every single transaction.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 54

Agency Billing Address is not included in the transaction detail report within FleetCommander Online. This information can be pulled in a query and tied with transaction detail.

iv) Contractor must describe the dispute and resolution procedures to handle disputed charges. When there is a resolution of a charge that results in a credit to the Commonwealth, the credit must be reflected in the proper Commonwealth account and listed on subsequent invoices.

Voyager will work closely with the Commonwealth of Pennsylvania to resolve any disputes. Following is the process flow for how dispute resolution occurs in the Voyager system:

1. Commonwealth of Pennsylvania notifies Voyager of a disputed transaction.

2. Voyager researches disputed transaction. (This step occurs 1-2 business days after dispute is reported.)

3. Voyager orders a copy of the disputed transaction. Please Note: oil company vendors are allowed up to 45 days to provide proof of transaction; if vendors are unable to provide proof of transaction, they are subject to chargeback. (This step requires up to 45 business days to complete.)

4. Voyager receives copy of disputed transaction and forwards to Commonwealth of Pennsylvania. (This step occurs 1-2 business days after the copy of the transaction is received.)

5. If the erroneous transaction is found to be the result of merchant fraud, duplication, or other merchant-related error, then the transaction will be automatically charged back to the merchant.

6. The State is not liable for any transactions that occur after the State has notified Voyager of a lost or stolen card; any transaction of this nature will be credited back to the State.

7. If the transaction contains incorrect product information or incorrect taxes, Voyager will work closely with the merchant to resolve and correct these transactions. (The timeframe for this process is dependent upon the response of the oil company merchant. Voyager will report any product code errors to the merchant within 1-2 business days of being notified of product code error.)

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 55

8. Any other form of dispute is handled on a case-by-case basis.

* Per Step 5 above, Voyager will process any chargebacks or credits after the State Agency has reviewed the copy of any disputed transaction and determined that the transaction falls within Voyager’s approved transaction reversal parameters. Voyager’s transaction reversal parameters are as follows:

Transaction duplicate

Transaction processed for incorrect amount; partial chargeback

Merchant Fraud

Merchant transaction bypassing Voyager’s authorization controls; manual ticket

Transaction occurring after card cancellation has been made

v) Neither the Commonwealth nor an employee shall be charged a service fee for the issuance or use of the credit card during the contract period or any of the renewal periods. Voyager will agree to this request.

vi) Lists of cardholders, addresses, or other privileged information may not be sold or used for any purpose except as outline in this RFP. Voyager is committed to keeping client information confidential. For that reason Voyager does not sell lists of cardholders, addresses, or other privileged information.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 56

g. Indicate and describe how you are able to set up a Hierarchial security system to protect information for each agency while providing full access to the authorized BVM employees. The Bureau of Vehicle Management will identify all employees that require full access to the information.

The Voyager FleetCommander Online web-based application provides the Commonwealth of Pennsylvania with state-of the-art user-role customization features. Access to FleetCommander Online may be determined by both organization and area of functionality. This means that the Commonwealth of Pennsylvania can designate a user to be setup with view and edit rights over the entire State (global level), or with view and edit rights over a specific agency (local level). Since the Voyager system allows for up to seven levels of account hierarchy, individual users may be setup at any of seven levels.

h. Indicate your ability to participate in mandatory annual review meetings with the Bureau of Vehicle Management and/or Department of General Services Bureau of Procurement once the contract has successfully been implemented. The Commonwealth of Pennsylvania reserves the right to request more frequent meetings. As the Commonwealth has requested, Voyager has and will continue to participate in mandatory annual review meetings with the Bureau of Vehicle Management and/or Dept. of General Services. Your dedicated Voyager Relationship Manager, Susan Calloway, has been responsible for providing ongoing consultation to the Commonwealth of Pennsylvania for program updates, product enhancements and account performance which has included:

♦ Monitoring account performance goals and introduces value-added

products, services and program enhancements ♦ Maximizing value of the fleet card program through consultation

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 57

Your Relationship Manager will be supported by Voyager’s senior management team and will have access to all internal resources necessary to ensure that the program achieves the Commonwealth of Pennsylvania’s expectations. i. Prepare and make reports available electronically, at the direction of the Bureau of Vehicle Management. At a minimum, the following reports must be available to the Bureau of Vehicle Management in electronic format approved by the CWOPA. Some, or all, of these reports will be delivered to the Bureau of Vehicle

Management on a frequency schedule to be determined. At the Bureau’s request, specific agency reports will be made available to other entities within the Commonwealth by downloadable link. All reports will show amounts of fuel, repairs, etc., minus taxes. (1) Expense summary by Department and Organization (2) Expense summary by Month and Year to Date (3) Payments and Adjustments (4) Vehicle Report (transaction detail) (5) Driver Report (transaction detail) (6) Brand/location company Activity Report (7) Exception reports designed to indicate fueling irregularities (8) Vehicle Equipment Number/Vendor Credit Card Number Report (9) Ad-hoc Report Capability will be provided Voyager is able to provide all of the above reports, as Fleet Commander Online is presently providing such noted reports to the Commonwealth of Pennsylvania. Comprehensive reporting and reliable 100% Level III data capture are vital to the Commonwealth of Pennsylvania’s ability to effectively manage its fleet card program. With Voyager’s industry-leading reporting tools, the Commonwealth of Pennsylvania can turn raw transaction data into useful information for compliance management and strategic planning. And having the access to the most comprehensive data collection tool in the industry today makes it possible for the Commonwealth of Pennsylvania to control and pinpoint unauthorized spending, thus reducing significant costs to the Commonwealth of Pennsylvania’s annual fleet budget.

Technical Proposal: Fleet Card Program

Voyager is the only fleet card in the industry whose reporting system is able to tie up to seven levels of user-defined hierarchy and up to 68 distinct data elements to every single transaction. World-class reporting and analytics tools are a Voyager hallmark. The Voyager FleetCommander Desktop and FleetCommander Online tools empower Fleet Administrator’s with the ability to compile a data warehouse to analyze and develop controls for their individual needs. These easy-to-use products generate custom reports and queries, display and print graphs and charts and allow customizable data exports such as: Microsoft Excel files, HTML, PDF files and CSV and Tab-Delimited text files. These controls and file extracts assist fleet managers in effectively spotting trends and monitoring loss due to misused, lost or stolen cards. In addition to the above, Voyager can also provide the Commonwealth of Pennsylvania with paper billing reports for reconciliation and electronic ASCII files that can be mapped to your own vehicle tracking software or General Ledger systems. As Voyager also leads the way in new Internet product development, we can now offer the Commonwealth of Pennsylvania with real-time, customizable Inventory reports, Transaction reports and Management reports that quickly and easily identify exceptions and card abuse. All of these reports can be customized with your own specific data elements, nomenclature, ordering, sorting and formatting. Once customized reports are created by the Commonwealth of Pennsylvania, these reports can be scheduled and delivered to the Commonwealth of Pennsylvania on a daily, weekly, or monthly basis; these reports can also be established and shared with other agencies. On this manner, Voyager will assist the Commonwealth of Pennsylvania with developing

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 58

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 59

customized transaction and exception reports that should be viewed by all Fleet Managers. Standard Reporting Voyager has developed a selection of the most helpful standard reports, as well as the tools that the Commonwealth of Pennsylvania can utilize to run ad hoc queries and generate custom reports. Voyager will work with the Commonwealth of Pennsylvania to ensure that the reports you receive meet your needs. Voyager offers the following reporting options:

♦ Invoice Report ♦ Exception Report ♦ Vehicle Report ♦ Driver Report ♦ Product Purchase Summary ♦ Service Station Activity Report ♦ Expense Summary by Business Unit ♦ Expense Summary by Month/Year ♦ Tax Exemption Report ♦ Electronic Reports ♦ Discount Report

Customized Reporting

The Voyager FleetCommander Online program gives users access to an entire suite of customizable reports. Inventory, Transaction, Management and Exception reports allow users to quickly and easily manage cards, vehicles and driver, spot driver abuse, and create customized billing reconciliation reports.

Inventory Reports These reports allow the Commonwealth of Pennsylvania to run real-time inventory reports to make meaningful card/vehicle/driver decisions.

♦ Card Report – Gives a real-time inventory of all cards, activation dates and limits for a specific account. Vehicle Report – Gives a real-time inv♦ entory of all vehicle

ccount. attributes, activation dates, etc. for all vehicles on a specific a

Technical Proposal: Fleet Card Program

♦ Driver Reports – Gives a real-time inventory of all drivers, activation statuses, etc. for all drivers on a specific account.

Transaction Reports These reports allow the Commonwealth of Pennsylvania to create customizable transaction reconciliation and vehicle management reports.

♦ Transaction Detail Report – Allows users to create customizable reports using all 68 data elements captured with each transaction. Users can define column appearance, naming, sort order, date range and specific account or organizational level. This report can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Transactions by Vehicle Report – Allows users to create an electronic version of Voyager’s comprehensive paper Vehicle Report. This report is schedulable and can be exported into PDF format.

♦ Transactions by Driver Report – Allows users to create an

electronic version of Voyager’s comprehensive paper Driver Report. This report is schedulable and can be exported into PDF format.

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 60

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 61

Transaction Detail Report Management Reports

These reports will quickly and easily help the Commonwealth of Pennsylvania identify employee abuse and spot transaction trends.

♦ Top Dollars by Merchant Report – This ranking report shows top

vendor dollar summaries by data range, account or organizational level. This report also allows for a drill-down into the individual transactions used at each merchant. This report can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Cards with High Dollars for Non-Maintenance Transactions Report – This ranking report shows all non-maintenance (fuel, food, miscellaneous, etc.) transactions by customizable date range, account or organizational level. This report can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Cards with High Gallons Report – This ranking report shows cards with the highest number of gallons per customizable date range, account or organizational level. This report can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Cards with Non-Fuel Purchases Report – This ranking report shows cards with non-fuel transactions per customizable date range, account or organizational level. This report can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Cards with High Transaction Counts – This ranking report identifies the cards with the highest number of transactions. This report can also be run by customizable date range, account or organizational level. It can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Cards with Multiple Purchases Per Day Report – This report allows the user to specify the number of transactions made on one card or specify a number range of transactions made on a card for a given time period. This report can also be run by customizable date range, account or organizational level. It can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 62

♦ Cards by Purchase Method Report – This ranking report shows dollar summaries by vendor and transactions by purchase type (at the pump, inside electronic, inside keyed, manual, etc.). This report can be run by date range, account or organizational level and can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Fuel Economy by Vehicle ID Report – This report shows fuel transactions summarized by vehicle number, and includes information such as beginning and ending odometer, miles driven, cost per mile and miles per gallon. This report can be run by date range, account or organizational level and can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Fuel Economy by Vehicle Description Report – This report shows fuel transactions summarized by vehicle description, and includes information such as beginning and ending odometer, miles driven, cost per mile and miles per gallon. This report can be run by date range, account or organizational level and can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Organization Summary Report – This report shows a breakdown summary of total dollars by organizational level, and allows users to drill-down into an additional summary detailing all products used by specific organization level. These organization and product summaries can also be graphed to further illustrate your organization’s transactional information. This report can be run by date range, account or organizational level and can be scheduled (Daily, Weekly, Monthly) or exported into PDF, Excel, or CSV/Tab Delimited Text Files.

♦ Vehicle Cost Analysis Report – This ranking report shows fuel transactions summarized by vehicle, and includes information such as beginning and ending odometer, miles driven, cost per mile and miles per gallon. This report can be run by date range, account or organizational level and can be scheduled (Daily, Weekly, Monthly) or exported into PDF format.

Technical Proposal: Fleet Card Program

Management Reports Samples -

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 63

j. Describe other reports or information that your company could provide that may be helpful to the Commonwealth. Voyager can provide the Commonwealth of Pennsylvania with the Voyager FleetCommander® system that was specifically designed as an analysis tool, allowing users to drill-down into the fleet and maintenance transaction data to identify cost saving opportunities. Some benefits include the following:

♦ Utilize filters to change/enhance exception reporting as often as

necessary

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 64

♦ Save and recall as many different views as desired ♦ Refresh data as often as daily via the internet ♦ Retain transaction data inside FleetCommander from the inception of

the account ♦ View transaction data with one click

Transactional information can be downloaded in Voyager FleetCommander as frequently as daily via the Internet. By logging into FleetCommander, the program uses Microsoft Internet Explorer web browser components to run a secure link to Voyager’s web server. The Graphical User Interface can be customized to show data as requested by the user. The Commonwealth of Pennsylvania may choose from any of the sixty-eight data elements that Voyager makes available for querying in Voyager FleetCommander®. The program prints reports and graphs as well as exports to Microsoft Excel/Access and HTML formats. This analysis system also supports establishing spending trends and benchmarks. Voyager FleetCommander® enables a user to customize the selection of data elements. FleetCommander graphically represents the results retrieved from the original query selections.

k. Fuel Card service accounts may not be discontinued without the prior written request of the authorized user or without prior written notification to the Department of General Services of payment delinquencies. Describe your ability to provide prior notification and indicate how payment delinquencies will be resolved. Voyager will not discontinue accounts without the prior written request of the authorized user or without prior written notification of the Department of General Services of payment delinquencies. Voyager provides written and verbal notification on payment delinquencies and account delinquencies. Voyager will send out system-generated written notices to the Commonwealth on delinquent accounts. Excel spreadsheets are also generated on delinquent accounts and sent to the Program Administrator for assistance in getting such accounts paid.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 65

Any account with an outstanding balance greater than 90 days may be subject to account suspension or closing. Voyager does not assess finance charges to the Commonwealth of Pennsylvania; however, Voyager’s rebate offering is contingent upon the Commonwealth of Pennsylvania maintaining an average file turn of less than 40 days.

II-4 Prior Experience. Include experience in management of universal fleet fuel card

accounts. Experience shown should be with similar contracts managed by your company. Studies or projects referred to must be identified while experience with other states is preferred. The names of the states you have contracted with must be provided along with companies contracted with; including the name, address, and telephone number of the responsible official of the company, or state agency who may be contacted. As mentioned in the introduction, the Voyager Fleet card program has utilized the above advantages to win and service the needs of some of the largest state government accounts, and we at Voyager are proud to list the Commonwealth of Pennsylvania as an existing relationship. Following is a sampling of the state contracts Voyager has in place today:

• Arizona • California • Indiana • Missouri • Nebraska • North Carolina

• Ohio • Oregon • South Dakota • Texas • Washington • Wisconsin

Voyager is pleased to offer the Commonwealth of Pennsylvania the following references: State of Nebraska Contact: Lois Danico Address: 5001 So. 14th St. Lincoln, NE 68512 Phone: 402-479-4331 Description of commodities and services provided: Statewide fleet – 3,797

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 66

State of Arizona Contact: Devin Darlek Address: 100 North 15th Avenue, Suite 104 Phone: 602-712-6524 Description of commodities and services provided: Statewide fleet - 16,000 units State of California Contact: Sue Gutierrez Phone: 916-327-0074 Description of commodities and services provided: State Government fleet – 30,000 units

II-5 Personnel. Include the number of executive and professional personnel, analysts, auditors, researchers, programmers, consultants, etc., who will be engaged in the work. Show where these personnel will be physically located during the time they are engaged in the Project. For key personnel, include the employee’s name and, through a resume or similar document, the Project personnel’s education and experience in administering governmental Fleet Fuel Card Accounts. Indicate the responsibilities each individual will have in this Project and how long each has been with your company. Identify by name any subcontractors you intend to use and the services they will perform.

No subcontractors will be used to service the Commonwealth’s account.

Technical Proposal: Fleet Card Program

Chart of the organization

Mike HolmesSouthwest

Ray MyersWest

Bob CavalliNortheast

Ryan CallowayCentral

MIchael FarrellSoutheast

Regan HuttonSenior Vice President

Business Development

Shondra O'ShieldsRelationship Manager

Adam BruttellRelationship Manager

Beverly WilliamsFederal and State Gov't

Lindsay WhitakerRelationship Manager

Amber ColleyRelationship Manager

Christina RodriguezRelationship Manager

Heather StultsRelationship Manager

Susan SchwolertCommercial

Leasing PartnersUSPS

Melody ReidRelationship Manager

Channel Partners

Sharon JohnsonAccount Sales Rep

Aaron LoveridgeAccount Sales Rep

Inside Sales

Donna C Moore MooreVice President

Relationship ManagementInside Sales

David AlphaDirector Maintenance Services

TeleTrans Team

Tom RajanNational Account Manager

Greg StultsNational Account Manager

Brittany GriffinAccount Coordinator

Mike OleniczakVice President

Merchant

Tracie EckelbergProduct Manager

Marketing

Bruce MavisProduct Manager

Planning

Kenneth KralSenior Vice President

Voyager and MSABusiness Development

Daniel J. MoosSenior Vice President & Business Manager

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 67

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 68

II-6 Training. If appropriate, indicate recommended training of agency personnel. Include the agency personnel to be trained, the number to be trained, duration of the program, place of training, curricula, training materials to be used, number and frequency of sessions, and number and level of instructors. We have successfully provided training to Commonwealth Automotive Officers.. At the request of the Commonwealth, Voyager can provide all active users and participants in training sessions. Voyager will work with the Commonwealth of Pennsylvania to provide a comprehensive training class that can be presented to State Agencies in approximately three hours. A full training class agenda on Voyager software tools would include: • FleetCommander Online Account Maintenance Training (1 Hour)

o User ID/Password Creation & Site Overview (10 Minutes) o Card Maintenance (20 Minutes) o Vehicle Maintenance (10 Minutes) o Driver Maintenance (10 Minutes) o Exception & Custom Data Parameters (10 Minutes)

• FleetCommander Online Reporting Tools (1 Hour) o Inventory Reports (10 Minutes) o Transaction Reports (10 Minutes) o Management Reports (15 Minutes) o Exception Reports (10 Minutes) o Billing Reports (10 Minutes) o Report Saving & Scheduling (5 Minutes)

• FleetCommander Desktop Reporting Tool (30 Minutes) o Ad-Hoc Queries (20 Minutes) o Exception Reports (10 Minutes)

• Open Forum (30 Minutes)

Training can be broken down into specific sections. For example, certain administrators or would require training on all Voyager systems, however, card holders or managers would only need training on the reporting systems. Voyager will work closely with the Commonwealth of Pennsylvania to arrange customized training classes per user roles. Furthermore, Voyager would recommend providing training classes for no larger than 40 participants.

Technical Proposal: Fleet Card Program

Response to the Commonwealth of Pennsylvania September 20, 2006 Page 69

II-8 Objections and Additions to Standard Contract Terms and Conditions. The Offeror will identify which, if any, of the terms and conditions (contained in Appendix A) it would like to renegotiate and what additional terms and conditions the Offeror would like to add to the standard contract terms and conditions. The Offeror’s failure to make a submission under this paragraph will result in its waiving its right to do so later, but the Issuing Office may consider late objections and requests for additions if to do so, in the Issuing Office’s sole discretion, would be in the best interest of the Commonwealth. The Issuing Office may, in its sole discretion, accept or reject any requested changes to the standard contract terms and conditions. The Offeror shall not request changes to the other provisions of the RFP, nor shall the Offeror request to completely substitute its own terms and conditions for Appendix A. All terms and conditions must appear in one integrated contract. The Issuing Office will not accept references to the Offeror’s, or any other, online guides or online terms and conditions contained in any proposal. Regardless of any objections set out in its proposal, the Offeror must submit its proposal, including the cost proposal, on the basis of the terms and conditions set out in Appendix A. The Issuing Office will reject any proposal that is conditioned on the negotiation of terms and conditions other than those set out in Appendix A.

Please see the following document for any objections and additions to standard contract terms and conditions .

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STANDARD CONTRACT TERMS AND CONDITIONS

FOR DEPARTMENT OF GENERAL SERVICES STATEWIDE SERVICES CONTRACTS - SAP

1. TERM OF CONTRACT The term of the Contract shall commence on the Effective Date (as defined below) and shall end on the Expiration Date identified in the Contract, subject to the other provisions of the Contract. The Effective Date shall be: a) the date the Contract has been fully executed by the Contractor and by the Commonwealth and all approvals required by Commonwealth contracting procedures have been obtained or b) the date referenced in the Special Conditions and Instructions, whichever is later. The Contract shall not be a legally binding contract until after the fully-executed Contract has been sent to the Contractor. The fully executed Contract shall not contain "ink" signatures by the Commonwealth. The Contractor understands and agrees that the receipt of an electronically-printed Contract with the printed name of the Commonwealth purchasing agent constitutes a binding, valid contract with the Commonwealth. The printed name of the purchasing agent on the Contract represents the signature of that individual who is authorized to bind the Commonwealth to the obligations contained in the Contract. The printed name also represents that all approvals required by Commonwealth contracting procedures have been obtained. The Contractor shall not start the performance of any work until all of the following have occurred: a. the Effective Date has arrived; b. the Contractor has received a copy of the fully-executed Contract; and c. the Contractor has received a purchase order from a Commonwealth agency. The Commonwealth shall not be liable to pay the Contractor for any service or work performed or expenses incurred before the Effective Date or before the Contractor receives a copy of the fully-executed Contract or before the Contractor has received a purchase order. Except as otherwise provided in Paragraph 3, no Commonwealth employee has the authority to verbally direct the commencement of any work under this Contract prior to the Effective Date. The Commonwealth reserves the right, upon notice to the Contractor, to extend the term of the Contract, or any part of the Contract, for up to three (3) months upon the same terms and conditions. This will be utilized to prevent a lapse in Contract coverage and only for the time necessary, up to three (3) months, to enter into a new Contract. 2. ESTIMATED QUANTITIES It shall be understood and agreed that any quantities listed in the Contract are estimated only and may be increased or decreased in accordance with the actual requirements of the Commonwealth and that the Commonwealth in accepting any bid or portion thereof, contracts only and agrees to purchase only the services in such quantities as represent the actual requirements of the Commonwealth. The Commonwealth reserves the right to purchase services covered under the Contract through a separate competitive procurement procedure, whenever the Department of General Services deems it to be in the best interest of the Commonwealth. The right will generally be exercised only when a specific need for a large quantity of the services exists. 3. PURCHASE ORDERS Commonwealth agencies may issue purchase orders against the Contract. These orders constitute the Contractor‘s authority to make delivery. All purchase orders received by the Contractor up to and including the expiration date of the Contract are acceptable and must be performed in accordance with the Contract. Contractors are not permitted to accept purchase orders which require performance extended beyond those performance time periods specified in the Contract but in no event longer than ninety (90) days after the expiration date of the Contract period. Each purchase order will be deemed to incorporate the terms and conditions set forth in the Contract. Purchase Orders will not include an "ink" signature by the Commonwealth. The electronically-printed name of the purchaser represents the signature of that individual who has the authority, on behalf of the Commonwealth, to authorize the Contractor to proceed.

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Purchase orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the purchase order shall constitute receipt of an order. Orders received by the Contractor after 4:00 p.m. will be considered received the following business day. The Commonwealth and the Contractor specifically agree as follows: a. No handwritten signature shall be required in order for the purchase order to be legally

enforceable. b. Upon receipt of an order, the Contractor shall promptly and properly transmit an

acknowledgement in return. Any order which is issued electronically shall not give rise to any obligation to deliver on the part of the Contractor, or any obligation to receive and pay for delivered products on the part of the Commonwealth agency, unless and until the Commonwealth agency transmitting the order has properly received an acknowledgement.

c. The parties agree that no writing shall be required in order to make the order legally binding,

notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine contract purchase order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any genuine purchase order or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of genuine purchase orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement were not in writing or signed by the parties. A purchase order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents.

d. Each party will immediately take steps to verify any document that appears to be obviously

garbled in transmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase orders under three thousand dollars ($3,000) in total amount may also be made in person or by telephone using a Commonwealth Procurement VISA Card. When an order is placed by telephone, the Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the card. Contractors agree to accept payment through the use of the Commonwealth Procurement VISA card. 4. INDEPENDENT CONTRACTOR In performing the services required by the Contract, the Contractor will act as an independent contractor and not as an employee or agent of the Commonwealth. 5. COMPLIANCE WITH LAW The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of the Contract. 6. ENVIRONMENTAL PROVISIONS In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations. 7. POST-CONSUMER RECYCLED CONTENT Except as specifically waived by the Department of General Services in writing, any products which are provided to the Commonwealth as a part of the performance of the Contract must meet the minimum percentage levels for total recycled content as specified in Exhibits A-1 through A-8 to these Standard Contract Terms and Conditions.

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8. COMPENSATION/EXPENSES The Contractor shall be required to perform the specified services at the price(s) quoted in the Contract. All services shall be performed within the time period(s) specified in the Contract. The Contractor shall be compensated only for work performed to the satisfaction of the Commonwealth. The Contractor shall not be allowed or paid travel or per diem expenses except as specifically set forth in the Contract. 9. INVOICES Unless the Contractor has been authorized by the Commonwealth for Evaluated Receipt Settlement or Vendor Self-Invoicing, the Contractor shall send an invoice itemized by line item to the address referenced on the purchase order promptly after services are satisfactorily completed. The invoice should include only amount due under the Contract/purchase order. The purchase order number must be included on all invoices. In addition, the Commonwealth shall have the right to require the Contractor to prepare and submit a “Work In Progress” sheet that contains, at a minimum, the tasks performed, number of hours, hourly rate, and the purchase order or task order to which it refers. 10. PAYMENT a. The Commonwealth shall put forth reasonable efforts to make payment by the required payment

date. The required payment date is: (a) the date on which payment is due under the terms of the Contract; (b) thirty (30) days after a proper invoice actually is received at the “Provide Service and Bill To” address on the contract purchase order, if a date on which payment is due is not specified in the Contract (a “proper” invoice is not received until the Commonwealth accepts the service as satisfactorily performed); or (c) the payment date specified on the invoice if later than the dates established by (a) and (b) above. Payment may be delayed if the payment amount on an invoice is not based upon the price(s) as stated in the Contract. If any payment is not made within fifteen (15) days after the required payment date, the Commonwealth may pay interest as determined by the Secretary of Budget in accordance with Act No. 266 of 1982 and regulations promulgated pursuant thereto. Payment should not be construed by the Contractor as acceptance of the service performed by the Contractor. The Commonwealth reserves the right to conduct further testing and inspection after payment, but within a reasonable time after performance, and to reject the service if such post payment testing or inspection discloses a defect or a failure to meet specifications. The Contractor agrees that the Commonwealth may set off the amount of any state tax liability or other obligation of the Contractor or its subsidiaries to the Commonwealth against any payments due the Contractor under any contract with the Commonwealth.

b. The Commonwealth shall have the option of using the Commonwealth purchasing card to make purchases under the Contract or purchase order. The Commonwealth’s purchasing card is similar to a credit card in that there will be a small fee which the Contractor will be required to pay and the Contractor will receive payment directly from the card issuer rather than the Commonwealth. Any and all fees related to this type of payment are the responsibility of the Contractor. In no case will the Commonwealth allow increases in prices to offset credit card fees paid by the Contractor or any other charges incurred by the Contractor, unless specifically stated in the terms of the Contract or purchase order.

11. TAXES The Commonwealth is exempt from all excise taxes imposed by the Internal Revenue Service and has accordingly registered with the Internal Revenue Service to make tax free purchases under Registration No. 2374001-K. With the exception of purchases of the following items, no exemption certificates are required and none will be issued: undyed diesel fuel, tires, trucks, gas guzzler emergency vehicles, and sports fishing equipment. The Commonwealth is also exempt from Pennsylvania state sales tax, local sales tax, public transportation assistance taxes and fees and vehicle rental tax. The Department of Revenue regulations provide that exemption certificates are not required for sales made to governmental entities and none will be issued. Nothing in this paragraph is meant to exempt a construction contractor from the payment of any of these taxes or fees which are required to be paid with respect to the purchase, use, rental, or lease of tangible personal property or taxable services used or transferred in connection with the performance of a construction contract. 12. WARRANTY The Contractor warrants that all services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials. The Contractor shall pass through to the

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Commonwealth the manufacturer’s warranty for all parts or supplies provided under the Contract. The Contractor shall correct any problem with the service and/or replace any defective part with a part of equivalent or superior quality without any additional cost to the Commonwealth. 13. PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent. 14. OWNERSHIP RIGHTS The Commonwealth shall have unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the Commonwealth as part of the performance of the Contract. 15. ASSIGNMENT OF ANTITRUST CLAIMS The Contractor and the Commonwealth recognize that in actual economic practice, overcharges by the Contractor’s suppliers resulting from violations of state or federal antitrust laws are in fact borne by the Commonwealth. As part of the consideration for the award of the Contract, and intending to be legally bound, the Contractor assigns to the Commonwealth all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the products and services which are the subject of the Contract. 16. HOLD HARMLESS PROVISION The Contractor shall hold the Commonwealth harmless from and indemnify the Commonwealth against any and all claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents under this Contract and shall, at the request of the Commonwealth, defend any and all actions brought against the Commonwealth based upon any such claims or demands.

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17. AUDIT PROVISIONS The Commonwealth shall have the right, at reasonable times and at a site designated by the Commonwealth, to audit the books, documents and records of the Contractor to the extent that the books, documents and records relate to costs or pricing data for the Contract. The Contractor agrees to maintain records which will support the prices charged and costs incurred for the Contract. The Contractor shall preserve books, documents, and records that relate to costs or pricing data for the Contract for a period of three (3) years from date of final payment. The Contractor shall give full and free access to all records to the Commonwealth and/or their authorized representatives. 18. DEFAULT a. The Commonwealth may, subject to the provisions of Paragraph 19, Force Majeure, and in

addition to its other rights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate (as provided in Paragraph 20, Termination Provisions) the whole or any part of this Contract including a purchase order, for any of the following reasons: 1) Failure to begin work within the time specified in the Contract or contract purchase order

or as otherwise specified; 2) Failure to perform the work with sufficient labor, equipment, or material to insure the

completion of the specified work in accordance with the Contract or contract purchase order terms;

3) Unsatisfactory performance of the work;

4) Failure or refusal to remove material, or remove and replace any work rejected as

defective or unsatisfactory;

5) Discontinuance of work without approval;

6) Failure to resume work, which has been discontinued, within a reasonable time after notice to do so;

7) Insolvency or bankruptcy;

8) Assignment made for the benefit of creditors;

9) Failure or refusal within 10 days after written notice by the Buyer, to make payment or show

cause why payment should not be made, of any amounts due for materials furnished, labor supplied or performed, for equipment rentals, or for utility services rendered;

10) Failure to protect, to repair, or to make good any damage or injury to property; or

11) Breach of any provision of this Contract.

b. In the event that the Commonwealth terminates this Contract in whole or in part as provided in

Subparagraph a. above, the Commonwealth may procure, upon such terms and in such manner as it determines, services similar or identical to those so terminated, and the Contractor shall be liable to the Commonwealth for any reasonable excess costs for such similar or identical services included within the terminated part of the Contract.

c. If the Contract is terminated in whole or in part as provided in Subparagraph a. above, the

Commonwealth, in addition to any other rights provided in this paragraph, may require the Contractor to transfer title and deliver immediately to the Commonwealth in the manner and to the extent directed by the Department of General Services, such partially completed work, including, where applicable, reports, working papers and other documentation, as the Contractor has specifically produced or specifically acquired for the performance of such part of the Contract as has been terminated. Except as provided below, payment for completed work accepted by the Commonwealth shall be at the Contract price. Except as provided below, payment for partially completed work including, where applicable, reports and working papers, delivered to and accepted by the Commonwealth shall be in an amount agreed upon by the Contractor and Buyer. The Commonwealth may withhold from amounts otherwise due the

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Contractor for such completed or partially completed works, such sum as the Buyer determines to be necessary to protect the Commonwealth against loss.

d. The rights and remedies of the Commonwealth provided in this paragraph shall not be exclusive

and are in addition to any other rights and remedies provided by law or under this Contract.

e. The Commonwealth’s failure to exercise any rights or remedies provided in this paragraph shall not be construed to be a waiver by the Commonwealth of its rights and remedies in regard to the event of default or any succeeding event of default.

f. Following exhaustion of the Contractor’s administrative remedies as set forth in Paragraph 21, the Contractor's exclusive remedy shall be to seek damages in the Board of Claims.

19. FORCE MAJEURE Neither party will incur any liability to the other if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party’s control may include, but are not limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes. The Contractor shall notify the Commonwealth orally within five (5) days and in writing within ten (10) days of the date on which the Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the contract is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. The Contractor shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the Commonwealth may reasonably request. After receipt of such notification, the Commonwealth may elect either to cancel the Contract or to extend the time for performance as reasonably necessary to compensate for the Contractor’s delay. In the event of a declared emergency by competent governmental authorities, the Commonwealth by notice to the Contractor, may suspend all or a portion of the Contract. 20. TERMINATION PROVISIONS The Commonwealth has the right to terminate this Contract for any of the following reasons. Termination shall be effective upon written notice to the Contractor. a. TERMINATION FOR CONVENIENCE: The Commonwealth shall have the right to terminate the

Contract or a purchase order for its convenience if the Commonwealth determines termination to be in its best interest. The Contractor shall be paid for work satisfactorily completed prior to the effective date of the termination, but in no event shall the Contractor be entitled to recover loss of profits.

b. NON-APPROPRIATION: The Commonwealth’s obligation to make payments during any

Commonwealth fiscal year succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (state and/or federal) are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the Commonwealth shall have the right to terminate the Contract or purchase order. The Contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under the contract or purchase order. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be paid from any appropriations available for that purpose.

c. TERMINATION FOR CAUSE: The Commonwealth shall have the right to terminate the Contract for Contractor default under Paragraph 18, Default, upon written notice to the Contractor. The Commonwealth shall also have the right, upon written notice to the Contractor, to terminate the Contract or a purchase order for other cause as specified in this Contract or by law. If it is later determined that the Commonwealth erred in terminating the Contract or a contract purchase

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order for cause, then, at the Commonwealth’s discretion, the Contract shall be deemed to have been terminated for convenience under the Subparagraph 20.a.

21. CONTRACT CONTROVERSIES a. In the event of a controversy or claim arising from the Contract, the Contractor must, within six

months after the cause of action accrues, file a written claim with the contracting officer for a determination. The claim shall state all grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or files an untimely claim, the Contractor is deemed to have waived its right to assert a claim in any forum.

b. The contracting officer shall review timely-filed claims and issue a final determination, in writing,

regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the contracting officer and the Contractor. The contracting officer shall send his/her written determination to the Contractor. If the contracting officer fails to issue a final determination within the 120 days (unless extended by consent of the parties), the claim shall be deemed denied. The contracting officer's determination shall be the final order of the purchasing agency.

c. Within fifteen (15) days of the mailing date of the final determination denying a claim or within 135

days of filing a claim, if no extension is agreed to by the parties, whichever occurs first, the Contractor may file a statement of claim with the Commonwealth Board of Claims. Pending a final judicial resolution of a controversy or claim, the Contractor shall proceed diligently with the performance of the Contract in a manner consistent with the determination of the contracting officer and the Commonwealth shall compensate the Contractor pursuant to the terms of the Contract.

22. ASSIGNABILITY AND SUBCONTRACTING a. Subject to the terms and conditions of this Paragraph 22, the Contract shall be binding upon the

parties and their respective successors and assigns.

b. The Contractor shall not subcontract with any person or entity to perform all or any part of the work to be performed under the Contract without the prior written consent of the Buyer, which consent may be withheld at the sole and absolute discretion of the Buyer.

c. The Contractor may not assign, in whole or in part, the Contract or its rights, duties, obligations, or responsibilities hereunder without the prior written consent of the Buyer, which consent may be withheld at the sole and absolute discretion of the Buyer.

d. Notwithstanding the foregoing, the Contractor may, without the consent of the Buyer, assign its rights to payment to be received under the Contract or a contract purchase order, provided that the Contractor provides written notice of such assignment to the Buyer and the ordering Commonwealth agency together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of the Contract.

e. For the purposes of the Contract, the term “assign” shall include, but shall not be limited to, the sale, gift, assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company.

f. Any assignment consented to by the Buyer shall be evidenced by a written assignment agreement executed by the Contractor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the Contract and to assume the duties, obligations, and responsibilities being assigned.

g. A change of name by the Contractor, following which the Contractor’s federal identification number remains unchanged, shall not be considered to be an assignment hereunder. The Contractor shall give the Buyer written notice of any such change of name.

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23. NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE During the term of the Contract, Contractor agrees as follows: a. In the hiring of any employees for the manufacture of supplies, performance of work, or any other

activity required under the Contract or any subcontract, the Contractor, subcontractor or any person acting on behalf of the Contractor or subcontractor shall not by reason of gender, race, creed, or color discriminate against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

b. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate against or intimidate any employee involved in the manufacture of supplies, the performance of work or any other activity required under the Contract on account of gender, race, creed, or color.

c. The Contractor and subcontractors shall establish and maintain a written sexual harassment policy and shall inform its employees of the policy. The policy must contain a notice that sexual harassment will not be tolerated and employees who practice it will be disciplined.

d. The Contractor shall not discriminate by reason of gender, race, creed, or color against any subcontractor or supplier who is qualified to perform the work to which the contract relates.

e. The Contractor and each subcontractor shall furnish all necessary employment documents and records to and permit access to its books, records, and accounts by the contracting officer and the Department of General Services' Bureau of Contract Administration and Business Development for purposes of investigation to ascertain compliance with the provisions of this Nondiscrimination/Sexual Harassment Clause. If the Contractor or any subcontractor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the contracting officer or the Bureau of Contract Administration and Business Development.

f. The Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that such provisions will be binding upon each subcontractor.

g. The Commonwealth may cancel or terminate the Contract, and all money due or to become due

under the Contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the agency may proceed with debarment or suspension and may place the Contractor in the Contractor Responsibility File.

24. CONTRACTOR INTEGRITY PROVISIONS a. For purposes of this clause only, the words “confidential information,” “consent,” “contractor,”

“financial interest,” and “gratuity” shall have the following definitions.

1) Confidential information means information that is not public knowledge, or available to the public on request, disclosure of which would give an unfair, unethical, or illegal advantage to another desiring to contract with the Commonwealth.

2) Consent means written permission signed by a duly authorized officer or employee of the

Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of execution of this agreement.

3) Contractor means the individual or entity that has entered into the Contract with the

Commonwealth, including directors, officers, partners, managers, key employees and owners of more than a five percent interest.

4) Financial interest means:

a) Ownership of more than a five percent interest in any business; or

b) Holding a position as an officer, director, trustee, partner, employee, or the like, or

holding any position of management.

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5) Gratuity means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind.

b. The Contractor shall maintain the highest standards of integrity in the performance of the Contract

and shall take no action in violation of state or federal laws, regulations, or other requirements that govern contracting with the Commonwealth.

c. The Contractor shall not disclose to others any confidential information gained by virtue of the

Contract. d. The Contractor shall not, in connection with this or any other agreement with the Commonwealth,

directly, or indirectly, offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any officer or employee of the Commonwealth.

e. The Contractor shall not, in connection with this or any other agreement with the Commonwealth,

directly or indirectly, offer, give, or agree or promise to give to anyone any gratuity for the benefit of or at the direction or request of any officer or employee of the Commonwealth.

f. Except with the consent of the Commonwealth, neither the Contractor nor anyone in privity with

him or her shall accept or agree to accept from, or give or agree to give to, any person, any gratuity from any person in connection with the performance of work under the Contract except as provided therein.

g. Except with the consent of the Commonwealth, the Contractor shall not have a financial interest in

any other contractor, subcontractor, or supplier providing services, labor, or material on this project.

h. The Contractor, upon being informed that any violation of these provisions has occurred or may

occur, shall immediately notify the Commonwealth in writing. i. The Contractor, by execution of the Contract and by the submission of any bills or invoices for

payment pursuant thereto, certifies, and represents that he or she has not violated any of these provisions.

j. The Contractor, upon the inquiry or request of the Inspector General of the Commonwealth or any

of that official’s agents or representatives, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Inspector General to the Contractor’s integrity or responsibility, as those terms are defined by the Commonwealth’s statutes, regulations, or management directives. Such information may include, but shall not be limited to, the Contractor’s business or financial records, documents or files of any type or form which refers to or concern the Contract. Such information shall be retained by the Contractor for a period of three years beyond the termination of the Contract unless otherwise provided by law.

k. For violation of any of the above provisions, the Commonwealth may terminate this and any other

agreement with the Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all expenses incurred in obtaining another Contractor to complete performance hereunder, and debar and suspend the Contractor from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or nonuse of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.

25. CONTRACTOR RESPONSIBILITY PROVISIONS a. The Contractor certifies, for itself and all its subcontractors, that as of the date of its execution of

this Bid/Contract, that neither the Contractor, nor any subcontractors, nor any suppliers are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractor cannot so certify, then it agrees to submit, along with its Bid, a written explanation of why such certification cannot be made.

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b. The Contractor must also certify, in writing, that as of the date of its execution of this Bid/Contract, it has no tax liabilities or other Commonwealth obligations.

c. The Contractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the Contractor shall have an obligation to inform the Commonwealth if, at any time during the term of the Contract, it becomes delinquent in the payment of taxes, or other Commonwealth obligations, or if it or any of its subcontractors are suspended or debarred by the Commonwealth, the federal government, or any other state or governmental entity. Such notification shall be made within 15 days of the date of suspension or debarment.

d. The failure of the Contractor to notify the Commonwealth of its suspension or debarment by the Commonwealth, any other state, or the federal government shall constitute an event of default of the Contract with the Commonwealth.

e. The Contractor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of State Inspector General for investigations of the Contractor’s compliance with the terms of this or any other agreement between the Contractor and the Commonwealth, which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative costs for investigations that do not result in the Contractor’s suspension or debarment.

f. The Contractor may obtain a current list of suspended and debarred Commonwealth contractors by either searching the internet at http://www.dgs.state.pa.us or contacting the: Department of General Services Office of Chief Counsel 603 North Office Building Harrisburg, PA 17125 Telephone No. (717) 783-6472 FAX No. (717) 787-9138

26. AMERICANS WITH DISABILITIES ACT a. Pursuant to federal regulations promulgated under the authority of The Americans With Disabilities

Act, 28 C.F.R. § 35.101 et seq., the Contractor understands and agrees that it shall not cause any individual with a disability to be excluded from participation in this Contract or from activities provided for under this Contract on the basis of the disability. As a condition of accepting this contract, the Contractor agrees to comply with the “General Prohibitions Against Discrimination,” 28 C.F.R. § 35.130, and all other regulations promulgated under Title II of The Americans With Disabilities Act which are applicable to all benefits, services, programs, and activities provided by the Commonwealth of Pennsylvania through contracts with outside contractors.

b. The Contractor shall be responsible for and agrees to indemnify and hold harmless the

Commonwealth of Pennsylvania from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against the Commonwealth of Pennsylvania as a result of the Contractor’s failure to comply with the provisions of subparagraph a above.

27. HAZARDOUS SUBSTANCES The Contractor shall provide information to the Commonwealth about the identity and hazards of hazardous substances supplied or used by the Contractor in the performance of the Contract. The Contractor must comply with Act 159 of October 5, 1984, known as the “Worker and Community Right to Know Act” (the “Act”) and the regulations promulgated pursuant thereto at 4 Pa. Code Section 301.1 et seq. a. Labeling. The Contractor shall insure that each individual product (as well as the carton, container

or package in which the product is shipped) of any of the following substances (as defined by the Act and the regulations) supplied by the Contractor is clearly labeled, tagged or marked with the information listed in Paragraph (1) through (4):

1) Hazardous substances:

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a) The chemical name or common name,

b) A hazard warning, and

c) The name, address, and telephone number of the manufacturer.

2) Hazardous mixtures:

a) The common name, but if none exists, then the trade name,

b) The chemical or common name of special hazardous substances comprising .01% or more of the mixture,

c) The chemical or common name of hazardous substances consisting 1.0% or more

of the mixture,

d) A hazard warning, and

e) The name, address, and telephone number of the manufacturer.

3) Single chemicals:

a) The chemical name or the common name,

b) A hazard warning, if appropriate, and

c) The name, address, and telephone number of the manufacturer.

4) Chemical Mixtures: a) The common name, but if none exists, then the trade name,

b) A hazard warning, if appropriate,

c) The name, address, and telephone number of the manufacturer, and

d) The chemical name or common name of either the top five substances by volume

or those substances consisting of 5.0% or more of the mixture.

A common name or trade name may be used only if the use of the name more easily or readily identifies the true nature of the hazardous substance, hazardous mixture, single chemical, or mixture involved.

Container labels shall provide a warning as to the specific nature of the hazard arising from the substance in the container.

The hazard warning shall be given in conformity with one of the nationally recognized and accepted systems of providing warnings, and hazard warnings shall be consistent with one or more of the recognized systems throughout the workplace. Examples are:

• NFPA 704, Identification of the Fire Hazards of Materials.

• National Paint and Coatings Association: Hazardous Materials Identification

System.

• American Society for Testing and Materials, Safety Alert Pictorial Chart.

• American National Standard Institute, Inc., for the Precautionary Labeling of Hazardous Industrial Chemicals.

Labels must be legible and prominently affixed to and displayed on the product and the carton, container, or package so that employees can easily identify the substance or mixture present therein.

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b. Material Safety Data Sheet. The contractor shall provide Material Safety Data Sheets (MSDS) with the information required by the Act and the regulations for each hazardous substance or hazardous mixture. The Commonwealth must be provided an appropriate MSDS with the initial shipment and with the first shipment after an MSDS is updated or product changed. For any other chemical, the contractor shall provide an appropriate MSDS, if the manufacturer, importer, or supplier produces or possesses the MSDS. The contractor shall also notify the Commonwealth when a substance or mixture is subject to the provisions of the Act. Material Safety Data Sheets may be attached to the carton, container, or package mailed to the Commonwealth at the time of shipment.

28. COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract purchase order upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Commonwealth shall have the right to terminate the Contract purchase order without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. 29. APPLICABLE LAW The Contract shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Contractor consents to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania, waiving any claim or defense that such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law. 30. INTEGRATION The RFQ - Invitation For Bids form and the Contract form, including all documents referenced on the forms, as well as the purchase orders constitute the entire agreement between the parties. No agent, representative, employee or officer of either the Commonwealth or the Contractor has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the Contract, which is any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. No modifications, alterations, changes, or waiver to the Contract or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties. All such amendments will be made using the appropriate Commonwealth form. 31. CHANGES The Commonwealth reserves the right to make changes at any time during the term of the Contract or any renewals or extensions thereof: 1) to increase or decrease the quantities resulting from variations between any estimated quantities in the Contract and actual quantities; 2) to make changes to the service within the scope of the Contract; 3) to exercise an option to purchase or early payment option; 4) to notify the Contractor that the Commonwealth is exercising any Contract renewal or extension option; or 5) to modify the time of performance that does not alter the scope of the Contract to extend the completion date beyond the Expiration Date of the Contract or any renewals or extensions thereof. Any such change shall be made by: a. the contracting officer shown on the Contract form, or b. the agency contracting officer for changes to purchase orders by notifying the Contractor in writing. The change shall be effective as of the date of the change, unless the notification of change specifies a later effective date. Such increases, decreases, changes, modifications or exercises of purchase options will not invalidate the Contract, nor, if performance security is being furnished in conjunction with the Contract, release the security obligation. The Contractor agrees to provide the supply in accordance with the change. Any dispute by the Contractor in regard to the performance required by any notification of change shall be handled through Paragraph 21, “Contract Controversies”.

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EXHIBIT A-1 CONSTRUCTION PRODUCTS

RECYCLED CONTENT (A) REQUIREMENT All construction products offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer and recovered material content as shown below for the applicable products:

Construction Products

Material

% of Post-Consumer Materials

% of Total Recovered Materials

Structural Fiberboard Recovered Materials - 80 Laminated Paperboard Post-consumer Paper 100 - Rock Wool Insulation Slag - 75 Fiberglass Insulation Glass Cullet - 20 Cellulose Insulation (loose-fill and spray-on) Post-consumer Paper 75 - Perlite Composite Board Insulation Post-consumer Paper 23 - Plastic Rigid Foam, Polyisocyanurate/ Polyurethane: Rigid Foam Insulation

Recovered Material - 9

Foam-in-Place Insulation Recovered Material - 5 Glass Fiber Reinforced Insulation Recovered Material - 6 Phenolic Rigid Foam Insulation Recovered Material - 5 Floor Tiles (heavy duty/commercial use) Rubber

Plastic 90 -

- 90

Patio Blocks Rubber or Rubber Blends Plastic or Plastic Blends

90 -

- 90

Polyester Carpet Fiber Face Polyethylene terephthalate (PET) resin

25 -

Latex Paint: --Consolidated1 --Reprocessed2 -----White, Off-White, Pastel Colors -----Grey, Brown, Earthtones, and Other Dark Colors

Recovered Material Recovered Material Recovered Material

100

20 50

- - -

Shower and Restroom Dividers/Partitions: Plastic 20 -

Steel4

16 67

9 33

Carpet Cushion: --Bonded Polyurethane --Jute --Synthetic Fibers --Rubber

Old Carpet Cushion Burlap Carpet Fabrication Scrap Tire Rubber

15 40 -

60

- -

100 -

Railroad Grade Crossing Surfaces --Concrete --Rubber3 --Steel4

Coal Fly Ash Tire Rubber Steel

- -

16 67

15 85 9

33 “Post-consumer” material is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed it life as a consumer item. Post-consumer material is part of the broader category of recovered material.”

“Recovered Materials” refers to waste materials and by-products which have been recovered or diverted from solid waste, but does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process

(B) BIDDER’S CERTIFICATION

1 Consolidated latex paint used for covering graffiti, where color and consistency of performance are not primary concerns. 2 Reprocessed latex paint used for interior and exterior architectural applications such as wallboard, ceiling, and trim; gutterboards; and concrete, stucco, masonry, wood, and metal surfaces. 3The recommended recovered materials content for rubber railroad grade crossing surfaces are based on the weight of the raw materials, exclusive of any additives such as binders or additives 4 The recommended recovered materials content levels for steel in this table reflect the fact that the designated items can be made from steel manufactured from either a Basic Oxygen Furnace (BOF) or an Electric Arc Furnace (EAF). Steel from the BOF process contains 25-30% total recovered materials, of which 16% is post-consumer steel. Steel from the EAF process contains a total of 100% recovered steel, of which 67% is post-consumer.

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Bidder certifies that the construction product(s) which the bidder is offering contains the required minimum percentage of post-consumer and recovered material content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a manufacturer certification must be completed and signed by the manufacturer before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/MIll Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE DELIVERED ITEM.

(D) ENFORCEMENT Awarded bidders may be required, after delivery of the construction product(s), to provide the Commonwealth with documentary evidence that the construction product(s) were in fact produced with the required minimum percentage of post-consumer and recovered material content.

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EXHIBIT A-2 VEHICULAR PRODUCTS

RECYCLED CONTENT (A) REQUIREMENT All vehicular products offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer and recovered material content as shown below for the applicable products:

Vehicular Product

Requirements

Re-Refined Oil

25% re-refined oil base stock for engine lubricating oils, hydraulic fluids, and gear oils.

“Post-consumer” material is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed its life as a consumer item. Post-consumer material is part of the broader category of recovered material.”

“Recovered Materials” refers to waste materials and by-products which have been recovered or diverted from solid waste, but does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

“Re-refined oil” is oil that is manufactured with a minimum of twenty-five percent basestock made from used oil that has been recovered and processed to make it reusable as oil. Once the oil has been refined, no difference can be detected between re-refined and virgin oil.

(B) BIDDER’S CERTIFICATION Bidder certifies that the vehicular product(s) which the bidder is offering contains the required minimum percentage of post-consumer and recovered material content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a manufacturer certification must be completed and signed by the manufacturer before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/Mill Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE REFERENCED ITEM.

(D) ENFORCEMENT Awarded bidders may be required, after delivery of the vehicular product(s), to provide the Commonwealth with documentary evidence that the vehicular product(s) were in fact produced with the required minimum percentage of post-consumer and recovered material content.

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EXHIBIT A-3 PAPER PRODUCTS

RECYCLED CONTENT

(A) REQUIREMENT All paper offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer content as shown below for the applicable products:

Item

Notes Post-Consumer Content

(%) Printing and Writing Papers Reprographic

Business papers such as bond, electrostatic, copy, mimeo, duplicator and reproduction

30

Offset

Used for book publishing, commercial printing, direct mail, technical documents, and manuals

30

Tablet

Office paper such as note pads and notebooks

30

Forms bond

Bond type papers used for business forms such as continuous, cash register, sales book, unit sets, and computer printout, excluding carbonless

30

Envelope

Wove Kraft, white and colored (including manila) Kraft, unbleached Excludes custom envelopes

30 10 10

Cotton fiber

High-quality papers used for stationery, invitations, currency, ledgers, maps, and other specialty items

30

Text and cover

Premium papers used for cover stock, books, and stationery and matching envelopes

30

Supercalendered

Groundwood paper used for advertising and mail order inserts, catalogs, and some magazines

10

Machine finished groundwood

Groundwood paper used in magazines and catalogs

10

Papeteries

Used for invitations and greeting cards

30

Check safety

Used in the manufacture of commercial and government checks

10

Coated

Used for annual reports, posters, brochures, and magazines. Have gloss, dull, or matte finishes

10

Carbonless

Used for multiple-impact copy forms

30

File folders

Manila or colored

30

Dyed filing products

Used for multicolored hanging folders and wallet files

20

Index and card stock

Used for index cards and postcards

20

Pressboard

High-strength paperboard used in binders and report covers

20

Tags and tickets

Used for toll and lottery tickets, licenses, and

20

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identification and tabulating cards Newsprint

Newsprint

Groundwood paper used in newspapers

20

Commercial Sanitary Tissue Products Bathroom tissue

Used in rolls or sheets

20

Paper towels

Used in rolls or sheets

40

Paper napkins

Used in food service applications

30

Facial tissue

Used for personal care

10

General-purpose industrial wipers

Used in cleaning and wiping applications

40

Paperboard and Packaging Products Corrugated containers (<300 psi) (300 psi)

Used for packaging and shipping a variety of goods

25 25

Solid fiber boxes

Used for specialized packaging needs such as dynamite packaging and army ration boxes

40

Folding cartons Used to package a wide variety of foods, household products, cosmetics, pharmaceuticals, detergent, and hardware

40

Industrial paperboard Used to create tubes, cores, cans and drums

45

Miscellaneous Includes “chipboard” pad backings, book covers, covered binders, mailing tubes, game boards, and puzzles

75

Padded mailers

Made from kraft paper that is usually brown but can be bleached white

5

Carrierboard

A type of folding carton designed for multipack beverage cartons

10

Brown papers

Used for bags and wrapping paper

5

Miscellaneous Paper Products Tray liners

Used to line food service trays. Often contain printed information.

50

“Post-consumer” content is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed it life as a consumer item. Post-consumer content is part of the broader category of recovered material.”

The Commonwealth of Pennsylvania recognizes that paper products are universally made with scrap material recovered from the manufacturing process; use of such materials is a standard practice, both efficient and economical for the paper maker; therefore, bidders of paper products need not certify that their products are made with “pre-consumer,” “recovered.” or “secondary” paper fiber.

(B) BIDDER’S CERTIFICATION Bidder certifies that the paper product(s) which the bidder is offering contains the required minimum percentage of post-consumer content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a mill certification must be completed and signed by the mill before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/Mill

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Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE DELIVERED ITEM.

(D) ENFORCEMENT Awarded bidders may be required, after delivery of the paper product(s), to provide the Commonwealth with documentary evidence that the paper product(s) were in fact produced with the required minimum percentage of post-consumer content.

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EXHIBIT A-4 LANDSCAPING PRODUCTS

RECYCLED CONTENT (A) REQUIREMENT All landscaping products offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer and recovered material content as shown below for the applicable products:

Landscaping Products Recovered Material Content Hydraulic Mulch: ------Paper ------Wood/Paper

100% (post-consumer) 100% (total)

Compost Made From Yard Trimmings and/or Food Waste

Purchase or use compost made from yard trimmings, leaves, grass clippings and/or food wastes for applications such as landscaping, seeding of grass or other plants, as nutritious mulch under trees and shrubs, and in erosion control and soil reclamation. DGS further recommends implementing a composting system for these materials when agencies have an adequate volume and sufficient space.

Garden Hose: ------Rubber and/or Plastic Soaker Hose: ------Rubber and/or Plastic

60% (post-consumer) 60% (post-consumer)

Lawn and Garden Edging: ------Rubber and/or Plastic

30% (post-consumer)/30-100% (total)

Landscaping Timber and Posts: ------HDPE ------Mixed Plastics/Sawdust ------HDPE/Fiberglass ------Other mixed Resins

25% (post-consumer) + 50% (recovered) 50% (post-consumer) + 50% (recovered) 75% (post-consumer) + 20% (recovered) 50% (post-consumer) + 45% (recovered)

“Post-consumer” material is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed it life as a consumer item. Post-consumer material is part of the broader category of recovered material.”

“Recovered Materials” refers to waste materials and by-products which have been recovered or diverted from solid waste, but does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process

(B) BIDDER’S CERTIFICATION Bidder certifies that the landscaping product(s) which the bidder is offering contains the required minimum percentage of post-consumer and recovered material content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a manufacturer certification must be completed and signed by the manufacturer before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/Mill Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE DELIVERED ITEM.

(D) ENFORCEMENT Awarded bidders may be required, after delivery of the landscaping product(s), to provide the Commonwealth with documentary evidence that the landscaping product(s) were in fact produced with the required minimum percentage of post-consumer and recovered material content.

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EXHIBIT A-5 MISCELLANEOUS PRODUCTS

RECYCLED CONTENT

(A) REQUIREMENT All miscellaneous products offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer and recovered material content as shown below for the applicable products: Miscellaneous Products

Recovered Material Content

Awards and Plaques ----------Glass ----------Wood ----------Paper ----------Plastic and Plastic/Wood Composites

75% (post-consumer) + 25% (recovered) 100% (total) 40% (post-consumer) 50% (post-consumer) + 45% (recovered)

Industrial Drums ----------Steel1 ----------Plastic (HDPE) ----------Fiber (paper)

16% (post-consumer) + 9% (recovered) 30% (post-consumer) 100% (post-consumer)

Mats ---------Rubber ---------Plastic ---------Rubber/Plastic Composite

75% (post-consumer) +10% (recovered) 10% (post-consumer) + 90% (recovered) 100% (post-consumer)

Pallets ---------Wood ---------Plastic ---------Thermoformed ---------Paperboard

95% (post-consumer) 100% (post-consumer) 25% (post-consumer) 50% (post-consumer)

Signage ---------Plastic ---------Aluminum ---------Plastic Sign Posts/Supports

---------Steel Sign Posts/Supports2

80% (post-consumer) 25% (post-consumer) 80% (post-consumer) 16% (post-consumer) + 9% (recovered) 67% (post-consumer) + 33% (recovered)

Sorbents ---------Paper ---------Textiles ---------Plastics ---------Wood3 ---------Other Organics/Multimaterials4

90% (post-consumer) +10% (recovered) 95% (post-consumer) 25% (total) 100% (total) 100% (total)

Manual-Grade Strapping ----------Polyester ----------Polypropylene ----------Steel2

50% (post-consumer) 10% (total) 16% (post-consumer) +9% (recovered) 67% (post-consumer) +33% (recovered)

“Post-consumer” material is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed it life as a consumer item. Post-consumer material is part of the broader category of recovered material.”

“Recovered Materials” refers to waste materials and by-products which have been recovered or diverted from solid waste, but does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process

1Steel used in steel drums is manufactured using the Basic Oxygen Furnace (BOF) process, which contains 25-30% total recovered material, of which 16% is post-consumer steel. Steel used in manual-grade strapping is manufactured using either the BOF process or the Electric Arc Furnace (EAF) process, which contains 100% total recovered materials, of which 67% is post-consumer steel. 2 The recommended recovered materials content levels for steel in this table reflect the fact that the designated items can be made from steel manufactured in either a Basic Oxygen Furnace (BOF) or an Electric Arc Furnace (EAF). Steel from the BOF process contains 25-30% total recovered materials, of which 16% is post-consumer steel. Steel from the EAF process contains a total of 100% recovered steel, of which 67% is post-consumer. 3 “Wood” includes materials such as sawdust and lumber mill trimmings. 4 Examples of other organics include, but are not limited to, peanut hulls and corn stover. An example of multimaterial sorbents would include, but not be limited to, a polymer and cellulose fiber combination. 2 The recommended recovered materials content levels for steel in this table reflect the fact that the designated items can be made from steel manufactured in either a Basic Oxygen Furnace (BOF) or an Electric Arc Furnace (EAF). Steel from the BOF process contains 25-30% total recovered materials, of which 16% is post-consumer steel. Steel from the EAF process contains a total of 100% recovered steel, of which 67% is post-consumer.

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(B) BIDDER’S CERTIFICATION Bidder certifies that the miscellaneous product(s) which the bidder is offering contains the required minimum percentage of post-consumer and recovered material content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a manufacturer certification must be completed and signed by the manufacturer before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/Mill Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE DELIVERED ITEM.

(D) ENFORCEMENT Awarded bidders may be required, after delivery of the miscellaneous product(s), to provide the Commonwealth with documentary evidence that the miscellaneous product(s) were in fact produced with the required minimum percentage of post-consumer and recovered material content.

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EXHIBIT A-6 NONPAPER OFFICE PRODUCTS

RECYCLED CONTENT

(A) REQUIREMENT All nonpaper office products offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer and recovered material content as shown below for the applicable products:

Nonpaper Office Product

Recovered Material Content

Recycling Containers and Waste Receptacles: ----------Plastic ----------Steel1 ----------Paper ------------Corrugated ------------Solid Fiber Boxes ------------Industrial Paperboard

20% (post-consumer) 16% (post-consumer) +9% (recovered) 25% (post-consumer) 40% (post-consumer) 40% (post-consumer) + 60% (recovered)

Plastic Desktop Accessories (polystyrene) including desk organizers, sorters, and trays, and memo, note, and pencil holders.

25% (post-consumer)

Binders: ----------Plastic-Covered ----------Paper-Covered ----------Pressboard ----------Solid Plastic ------------HDPE ------------PE ------------PET ------------Misc. Plastics

25% 75% (post-consumer) +15% (recovered) 20% (post-consumer) + 30% (recovered) 90% (post-consumer) 30% (post-consumer) 100% (post-consumer) 80% (post-consumer)

Trash Bags (plastic)

10% (post-consumer)

Toner Cartridges

Return used toner cartridges for remanufacturing and reuse or purchase a remanufactured or recycled-content replacement cartridge.

Printer Ribbons

Procure printer ribbon reinking or reloading services or procure reinked or reloaded printer ribbons.

Plastic Envelopes

25% (post-consumer)

Plastic Clipboards: ------------HDPE ------------PS ------------Misc. Plastics

90% (post-consumer) 50% (post-consumer) 15% (post-consumer)

Plastic File Folders ------------HDPE

90% (post-consumer)

Plastic Clip Portfolios ------------HDPE

90% (post-consumer)

Plastic Presentation Folders ------------HDPE

90% (post-consumer)

“Post-consumer” material is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed it life as a consumer item. Post-consumer material is part of the broader category of recovered material.”

1 The recommended recovered materials content levels for steel in this table reflect the fact that the designated item is made from steel manufactured from in a Basic Oxygen Furnace (BOF). Steel from the BOF process contains 25-30% total recovered materials, of which 16% is post-consumer steel.

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“Recovered Materials” refers to waste materials and by-products which have been recovered or diverted from solid waste, but does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process

(B) BIDDER’S CERTIFICATION Bidder certifies that the nonpaper office products which the bidder is offering contains the required minimum percentage of post-consumer and recovered material content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a manufacturer certification must be completed and signed by the manufacturer before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/Mill Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE DELIVERED ITEM.

(D) ENFORCEMENT Awarded bidders may be required, after delivery of the paper, to provide the Commonwealth with documentary evidence that the nonpaper office product(s) were in fact produced with the required minimum percentage of post-consumer and recovered material content.

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EXHIBIT A-7 PARK & RECREATION PRODUCTS

RECYCLED CONTENT

(A) REQUIREMENT All park and recreation products offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer and recovered material content as shown below for the applicable products:

Park & Recreation Product

Recovered Material Content1

Park Benches & Picnic Tables: -----Plastic2 -----Plastic Composites -----Aluminum -----Concrete -----Steel3

90% (post-consumer) + 10% (recovered) 50% (post-consumer) + 50% (recovered) 25% (post-consumer) 15% (total) 16% (post-consumer) + 9% (recovered) 67% (post-consumer) + 33% (recovered)

Plastic Fencing for Specified Uses4 60% (post-consumer) + 30% (recovered) Playground Equipment -----Plastic3

-----Plastic Composites -----Steel4 -----Aluminum

90% (post-consumer) + 10% (recovered) 50% (post-consumer) + 45% (recovered) 16% (post-consumer) + 9% (recovered) 67% (post-consumer) + 33% (recovered) 25% (post-consumer)

Playground Surfaces: -----Plastic or Rubber

90% (post-consumer)

Running Tracks: -----Plastic or Rubber

90% (post-consumer)

“Post-consumer” material is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed it life as a consumer item. Post-consumer material is part of the broader category of recovered material.”

“Recovered Materials” refers to waste materials and by-products which have been recovered or diverted from solid waste, but does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process

(B) BIDDER’S CERTIFICATION Bidder certifies that the park and recreational product(s) which the bidder is offering contains the required minimum percentage of post-consumer and recovered material content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a manufacturer certification must be completed and signed by the manufacturer before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/Mill Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE DELIVERED ITEM.

(D) ENFORCEMENT Awarded bidders may be required, after delivery of the park and recreational product(s), to provide the Commonwealth with documentary evidence that the park and recreational product(s) were in fact produced with the required minimum percentage of post-consumer and recovered material content.

1 The recommended recovered materials content levels are based on the dry weight of the raw materials, exclusive of any additives such as adhesives, binders, or coloring agents. 2 “Plastic” includes both single and mixed plastic resins. Park benches and picnic tables made with recovered plastic may also contain other recovered materials such as sawdust, wood, or fiberglass. The percentage of these materials contained in the product would also count toward the recovered materials content level of the item. 3 The recommended recovered materials content levels for steel in this table reflect the fact that the designated items can be made from steel manufactured from either a Basic Oxygen Furnace (BOF) or an Electric Arc Furnace (AF). Steel from the BOF process contains 25-30% total recovered materials, of which 16% is post-consumer steel. Steel from the EAF process contains a total of 100% recovered steel, of which 67% is post-consumer. 4 Designation includes fencing containing recovered plastic for use in controlling snow or sand drifting and as a warning/safety barrier in construction or other applications.

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EXHIBIT A-8 TRANSPORTATION PRODUCTS

RECYCLED CONTENT

(A) REQUIREMENT All transportation products offered by the bidder, or included in the final product offered by the bidder, and sold to the Commonwealth must contain the minimum percentage of post-consumer and recovered material content as shown below for the applicable products: Transportation Products Recovered Material Content1 Traffic Cones: -----Plastic (PVC and LDPE) -----Crumb Rubber

50% (recovered) 50% (recovered)

Traffic Barricades (type I and II only): -----Plastic (HDPE, LDPE, PET) -----Steel2 -----Fiberglass

80% (post-consumer) + 20% (recovered) 16% (post-consumer) + 9% (recovered) 67% (post-consumer) + 33% (recovered) 100% (recovered)

Parking Stops: -----Plastic and/or Rubber -----Concrete Containing Coal Fly Ash -----Concrete Containing Ground Granulated Blast Furnace Slag

100% (recovered) 20% (recovered) 15% when used as a partial cement replacement as an admixture in concrete. 25% (recovered)

Traffic Control Devices: -----Channelizers: ---------Plastic ---------Rubber (base only) ------Delineators: ---------Plastic ---------Rubber (base only) ---------Steel (base only)2 -----Flexible Delineators

25% (post-consumer) 100% (post-consumer) 25% (post-consumer) 100% (post-consumer) 16% (post-consumer) + 9% (recovered) 67% (post-consumer) + 33% (recovered) 25% (post-consumer)

“Post-consumer” material is “material or finished product that has served its intended use and has been diverted or recovered from waste destined for disposal, having completed it life as a consumer item. Post-consumer material is part of the broader category of recovered material.”

“Recovered Materials” refers to waste materials and by-products which have been recovered or diverted from solid waste, but does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process

(B) BIDDER’S CERTIFICATION Bidder certifies that the transportation product(s) which the bidder is offering contains the required minimum percentage of post-consumer and recovered material content as shown above for the product.

(C) MANUFACTURER/MILL CERTIFICATION In addition to the Bidders Certification in Subsection (B), a manufacturer certification must be completed and signed by the manufacturer before payment will be made to the successful bidder for the delivered items. The enclosed Manufacturer/Mill Certification form must be used. Bidders are not required to submit the completed and signed Manufacturer/Mill Certification form with their bids. THE COMMONWEALTH SHALL HAVE NO OBLIGATION TO PAY FOR THE ITEM(S) UNTIL A PROPERLY COMPLETED AND SIGNED MANUFACTURER/MILL CERTIFICATION IS SUBMITTED FOR THE DELIVERED ITEM.

(D) ENFORCEMENT

Awarded bidders may be required, after delivery of the transportation product(s), to provide the Commonwealth with documentary evidence that the transportation product(s) were in fact produced with the required minimum percentage of post-consumer and recovered material content.

1 Content levels are based on the dry weight of the raw materials, exclusive of any additives such as adhesives, binders, or coloring agents. 2 The recommended recovered materials content levels for steel in this table reflect the fact that the designated items can be made from steel manufactured from either a Basic Oxygen Furnace (BOF) or an Electric Arc Furnace (EAF). Steel from the BOF process contains 25-30% total recovered materials, of which 16% is post-consumer steel. Steel from the EAF process contains a total of 100% recovered steel, of which 67% is post-consumer.

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MANUFACTURER/MILL CERTIFICATION

(To be submitted with invoice for each order) TO BE COMPLETED BY MANUFACTURER/MILL: NAME OF MANUFACTURER/MILL: ______________________________________________________ ADDRESS OF MANUFACTURER/MILL:____________________________________________________ FEDERAL EMPLOYER I.D. NO.: __________________________________________________________ CONTRACT OR REQUISITION NO. ______________________________________________________ NAME OF CONTRACTOR: _____________________________________________________________ ADDRESS OF CONTRACTOR:___________________________________________________________ Type of product(s) which the manufacturer/mill furnished to the contractor: _____________ _____________________________________________________________________________________

_____________________________________________________________________________________

CERTIFICATION: I, the undersigned officer of the above-named manufacturer/mill, do hereby certify that I am authorized to provide this certification on behalf of the above-named manufacturer/mill and that the type of product(s) listed above which my company furnished to the contractor named above for the referenced contract or purchase requisition, contained not less than ______% post-consumer materials and ______% recovered materials as those terms are defined in the invitation for bids. I understand that this document is subject to the provisions of the Unsworn Falsification of Authorities Act (18 P.S. Section 4904). _____________________________________ Signature _____________________________________ Name of Signatory _____________________________________ Title Date

C O M M O N W E A L T H O F P E N N S Y L V A N I A DEPARTMENT OF GENERAL SERVICES

555 Walnut Street, Forum Building H A R R I S B U R G

Subject: IES, SAP-XML File Bid Number: CN00020108 Opening Date/Time: 09/21/2006 1:30 p.m. Flyer: Addendum #1 To All Bidders: Clarifications:

1. There is a new fiscal report file that is in addition to the current Appendixes. The new file will be labeled as: Appendix H.

2. The following language will be replaced as Section IV, Paragraph 5, Section B in entirety: “The contractor must send a Monthly file to IES in an IES XML defined format. The contractor will have the responsibility to coordinate the file transfer with the IES technical staff. The data requirements are in Appendix H.

Except as clarified and amended by this flyer, the terms, conditions, specifications, and instructions of the invitation to bid and any previous flyers, remain as originally written. Any questions concerning this bid direct to: Patricia Miller, Commodity Specialist at patrmiller@state.pa.us Very truly yours, _Patricia M. Miller_________________________ for Nicholas Kaczmarek, Chief Procurement Officer Bureau of Procurement

C O M M O N W E A L T H O F P E N N S Y L V A N I A DEPARTMENT OF GENERAL SERVICES

555 Walnut Street, Forum Building H A R R I S B U R G

Subject: Signature Page Bid Number: CN00020108 Opening Date/Time: 09/21/2006 1:30 p.m. Flyer: Addendum #2 To All Bidders: Clarifications:

1. Appendix I (signature page) is now part of the RFP. This page must be returned with your proposal per the directions on the document.

Except as clarified and amended by this flyer, the terms, conditions, specifications, and instructions of the invitation to bid and any previous flyers, remain as originally written. Any questions concerning this bid direct to: Patricia Miller, Commodity Specialist at patrmiller@state.pa.us Very truly yours, _Patricia M. Miller_________________________ for Nicholas Kaczmarek, Chief Procurement Officer Bureau of Procurement

C O M M O N W E A L T H O F P E N N S Y L V A N I A DEPARTMENT OF GENERAL SERVICES

555 Walnut Street, Forum Building H A R R I S B U R G

Subject: CO-STARS Change Bid Number: CN00020108 Opening Date/Time: 09/21/2006 1:30 p.m. Flyer: Addendum #3 To All Bidders: Clarifications: 1. Section I-30, COSTARS (Cooperative Sourcing to Achieve Reductions in Spend) Program,

Pages 8 to 11 has been replaced by the information below:

COSTARS PROGRAM CLAUSE

COSTARS Purchasers. Section 1902 of the Commonwealth Procurement Code, 62 Pa.C.S. § 1902 (“Section 1902”), authorizes local public procurement units and state-affiliated entities (together, “COSTARS Purchasers”) to participate in Commonwealth procurement contracts that the Department of General Services (“DGS”) may choose to make available to COSTARS Purchasers. DGS has identified this Contract as one suitable for COSTARS Purchaser participation. A. Only those COSTARS Purchasers registered with DGS may participate as

COSTARS Purchasers in a Commonwealth contract. Several thousand COSTARS Purchasers are currently registered with DGS; therefore, the Contractor agrees to permit only to DGS-registered COSTARS members to make COSTARS purchases from this Contract.

1. A “local public procurement unit” is:

• Any political subdivision; • Any public authority; • Any tax exempt, nonprofit educational or public health institution

or organization; • Any nonprofit fire, rescue, or ambulance company; and • To the extent provided by law, any other entity, including a

council of governments or an area government that expends public funds for the procurement of supplies, services, and construction.

2. A state-affiliated entity is a Commonwealth authority or other Commonwealth entity that is not a Commonwealth agency. The term includes the Pennsylvania Turnpike Commission, the Pennsylvania

Housing Finance Agency, the Pennsylvania Municipal Retirement System, the Pennsylvania Infrastructure Investment Authority, the State Public School Building Authority, the Pennsylvania Higher Educational Facilities Authority and the State System of Higher Education.

B. COSTARS Purchasers have the option to purchase from a Contract awarded under this procurement, from any DGS contract established exclusively for COSTARS Purchasers in accordance with the requirements of Section 1902, from any other cooperative procurement contracts, or from their own procurement contracts established in accordance with the applicable laws governing such procurements. The Contractor understands and acknowledges that there is no guarantee that any prospective COSTARS Purchaser will place an order under this Contract, and that it is within the sole discretion of the registered COSTARS Purchaser whether to procure from this Contract or to use another procurement vehicle.

C. DGS is acting as a facilitator for COSTARS Purchasers who may wish to purchase

under this Contract. Registered COSTARS Purchasers who participate in this Contract and issue purchase orders (“POs”) to Contractors are third party beneficiaries who have the right to sue and be sued for breach of this contract without joining the Commonwealth or DGS as a party. The Commonwealth will not intervene in any action between a Contractor and a Purchaser unless substantial interests of the Commonwealth are involved.

D. Registered COSTARS Purchasers electing to participate in this Contract will order items directly from the Contractor and be responsible for payment directly to the Contractor.

E. The Contractor shall furnish to the DGS COSTARS Program Office a quarterly electronic Contract sales report detailing the previous quarter’s Contract purchasing activity, using the form and in the format prescribed by DGS. The Contractor shall submit its completed quarterly report no later than the fifteenth calendar day of the succeeding Contract quarter.

1. Until such time as DGS may provide the Contractor written notice of

automated report filing, the Contractor shall either e-mail the reports to GS-PACostars@state.pa.us or send the reports on compact disc via US Postal Service to the DGS COSTARS Program Office, Bureau of Procurement, 6th Floor Forum Place, 555 Walnut Street, Harrisburg, PA 17101. When DGS has instituted automated reporting, the Contractor shall comply with DGS’s written notice and instructions on automated Contract reports. DGS will provide these instructions with sufficient advance time to permit the Contractor to undertake automated reporting.

2. The Contractor shall include on each report the Contractor’s name and

address, the Contract number, and the period covered by the report. For each PO received, the Contractor shall include on the report the name of each COSTARS-Registered Purchaser that has used the Contract along with the total dollar volume of sales to the specific Purchaser for the reporting period.

3. DGS may suspend the Contractor’s participation in the COSTARS

Program for failure to provide the Quarterly Sales Report within the specified time.

F. Additional information regarding the COSTARS Program is available on the DGS COSTARS Website at www.dgs.state.pa.us/costars.

1. If the Contractor is aware of any qualified entity not currently registered

and wishing to participate in the COSTARS Program, please refer the potential purchaser to the DGS COSTARS Website at www.dgs.state.pa.us/costars, where it may register by completing the online registration form and receiving DGS confirmation of its registration. To view a list of currently-registered COSTARS member entities, please visit the COSTARS website.

2. Direct all questions concerning the COSTARS Program to:

Department of General Services COSTARS Program 555 Walnut Street, 6th Floor Harrisburg, PA 17101

Telephone: 1-866-768-7827 E-mail GS-PACostars@state.pa.us

1. This new clause and check off box must be included with your proposal. (Appendix J)

2. Appendix G is deleted in entirety and does not need returned. Any reference to Appendix G in the RFP should be replaced with and understood as Appendix J. Except as clarified and amended by this flyer, the terms, conditions, specifications, and instructions of the invitation to bid and any previous flyers, remain as originally written. Any questions concerning this bid direct to: Patricia Miller, Commodity Specialist at patrmiller@state.pa.us Very truly yours, Patricia M. Miller for Nicholas Kaczmarek, Chief Procurement Officer Bureau of Procurement

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LOCATION IN RFP QUESTIONS ANSWERS

1Section IV-1, Paragraph b.

What system do you currently have for on-site tanks? At the car washes? At the gates for entry? Multiforce is the system that is currently used for all three.

2Section IV-3, Paragraph a: Who do you consider to be the major oils?

Amoco, British Petroleum, Chevron, Citgo, Exxon, Getty, Gulf, Mobil, Pacific Pride, Phillips 66, Sheetz, Shell, Sinclair, Sunoco, Texaco may be most of them.

3Section IV-4, Paragraph b:

Is the need for staggered expiration dates to ease the pressure off card replacements? If not, what is the need? Yes, the reason is for card replacements.

4

Section IV-4, Paragraph o, Sub-Paragraph v.

For delivery of cards, are you requesting delivery by next day, or mailing othe cards next day? Mailing by next day air is required.

5Section IV-5, Paragraph d.

Will you continue to utilize LeasePlan’s e-track system? Do you currently utilize LeasePlan for maintenance? Do you lease vehicles through LeasePlan?

E-Track is what is currently used. No changes on software is planned. No, the Commonwealth does not utilize LeasePlan for maintenance. No, the Commonwealth does not lease vehicles through LeasePlan.

6 Appendix E & F.

Does total spend include maintenance? What is your monthly spend for maintenance? Do fuel gallons include on site fueling, or strictly retail?

No. Maintenance is not part of this RFP except for emergency repairs which are minimal (a few thousand $$/year). Fuel gallons include only one on-site facility that pumps at 300K/gal/year.

f

LOCATION IN RFP QUESTIONS ANSWERS

1Section IV-1, Paragraph b.

What system do you currently have for on-site tanks? At the car washes? At the gates for entry? Multiforce is the system that is currently used for all three.

2Section IV-3, Paragraph a: Who do you consider to be the major oils?

Amoco, British Petroleum, Chevron, Citgo, Exxon, Getty, Gulf, Mobil, Pacific Pride, Phillips 66, Sheetz, Shell, Sinclair, Sunoco, Texaco may be most of them.

3Section IV-4, Paragraph b:

Is the need for staggered expiration dates to ease the pressure off card replacements? If not, what is the need? Yes, the reason is for card replacements.

4

Section IV-4, Paragraph o, Sub-Paragraph v.

For delivery of cards, are you requesting delivery by next day, or mailing othe cards next day? Mailing by next day air is required.

5Section IV-5, Paragraph d.

Will you continue to utilize LeasePlan’s e-track system? Do you currently utilize LeasePlan for maintenance? Do you lease vehicles through LeasePlan?

E-Track is what is currently used. No changes on software is planned. No, the Commonwealth does not utilize LeasePlan for maintenance. No, the Commonwealth does not lease vehicles through LeasePlan.

6 Appendix E & F.

Does total spend include maintenance? What is your monthly spend for maintenance? Do fuel gallons include on site fueling, or strictly retail?

No. Maintenance is not part of this RFP except for emergency repairs which are minimal (a few thousand $$/year). Fuel gallons include only one on-site facility that pumps at 300K/gal/year.