AMENDMENT OF SOLICITATION

DALLAS AREA RAPID TRANSIT DALLAS, TEXAS 1. SOLICITATION NO.: AMENDMENT OF SOLICITATION 2. AMENDMENT NO.: 3. EFFECTIVE DATE: 4. BRIEF SOLICITATION DESCRIPTION: B-1021874 1 05/30/12 NRV Fuel and Fuel Management System 5. ISED OFFER SUBMISSION DUE DATE AND TIME: (Note: Unless identified below, this solicitation amendment does not change the Offer Submission Date and Time.) The date and/or time specified for receipt of offers is changed as follows: DATE: June 5, 2012 TIME: 2:00 PM Dallas Time 6. ISED PRE-BID/PROPOSAL CONFERENCE: (Note: Unless identified below, this solicitation amendment does not change the Pre-Bid/Proposal Conference, if a conference is scheduled.) The scheduled pre-bid/proposal conference is changed as follows: DATE: TIME: LOCATION: 7. AMENDMENT OF SOLICITATION: The Solicitation identified in Block 1, above, is hereby amended as described in Block 11, below. Except as provided herein, all other provisions of the solicitation, or as heretofore amended, remain unchanged and in full force and effect. 8. REQUIREMENT TO ACKNOWLEDGE AMENDMENT: Offerors must acknowledge receipt of this amendment prior to the deadline specified in the solicitation for receipt of offers by one of the following methods: a. By signing this amendment in Block 9, below, and returning one signed copy; b. By acknowledging receipt of this amendment on the Solicitation, Offer and Award form; or, c. By separate letter or telegram that includes a reference to this solicitation and amendment number. WARNING: Failure of an Offeror to acknowledge receipt of this Amendment, as described herein, may result in REJECTION OF THE OFFER. NOTE: For Invitations for Bids the terms "Offer" and Offeror" shall mean "Bid" and "Bidder", respectively; and for Requests for Proposals the terms "Bid" and "Bidder" shall mean "Offer" and "Offeror", respectively, in this solicitation and any associated exhibits. 9. OFFEROR'S ACKNOWLEDGEMENT OF AMENDMENT: Name & Title: (Print/Type) Offeror: Signed Acknowledgment: Date Acknowledged: / / 10. FOR FURTHER INFORMATION CALL CONTRACTS SPECIALIST: Name: Barry Pierce Telephone No.: 214-749-2539 11. DESCRIPTION OF AMENDMENT: The purpose of this amendment is to inform and revise the solicitation to reflect the following: 1. Exhibit H, Statement of Work, is replaced in its entirety with the attached. Changes include revising Section 4, Supporting Information; changes are indicated in the right hand column with a vertical line. 2. The bid due date has been extended to June 5, 2012 at 2:00 P.M. Local Dallas time. 3. All other terms and conditions remain the same. *******************************************************End of Amendment ***************************************************** Form 33.207 (01/06) Page 1 of 1

Amendment 1 May 30, 2012 ISION EFFECTIVE DATE NSN-1967 9 1 of 11 EXHIBIT H STATEMENT OF WORK DALLAS AREA RAPID TRANSIT MAINTENANCE DEPARTMENT FUEL MANAGEMENT SYSTEM TO PURCHASE FUEL 9 5/29/12 EDITORIAL CHANGES REQUESTED BY FLEET SERVICES DCM-1844 TES 8 02/22/12 ADJUST QUANTITIES OF VEHICLES, ADD TEXAS ADMINISTRATIVE CODE DCM-1808 TES REFERENCES 7 07/08/11 ADD TRUCK-MOUNTED AND NON- MOUNTED EQUIPMENT. ADJUST DCM-1746 TES EQUIPMENT QUANTITIES 6 12/17/08 ADDITIONAL VENDOR REQUIREMENTS IN SECTION 3 & 4, S 9 & 10 DCM-1355 JG 5 10/3/07 EDITORIAL CHANGE IN PARAGRAPH 4.0 DCM-1155 TES 4 10/2/07 COMMENTS FROM LEGAL IN PARAGRAPH 4.0 AND CHANGE DIESEL FUEL TO TEXAS LOW EMISSION DIESEL (TX LED) IN DCM-1154 TES PARAGRAPH 1 0 06/08/05 INITIAL RELEASE DRM-1443 JB DATE DESCRIPTION RLSE NO. INIT ORIGINATED BY: DATE: Theresa Smith, Maintenance Engineering Specialist III APPROVED BY: Alvin Blakes, Project Manager I DATE:

NSN-1967 9 2 of 11 TABLE OF CONTENTS SECTION 1.0 GENERAL INFORMATION... 3 A. Introduction... 3 B. Background... 3 C. Scope... 3 D. Reference Documentation... 3 7 E. Definitions / Abbreviations... 8 2.0 WORK REQUIREMENT... 8 A. Technical Requirements... 8 3.0 DELIVERABLES... 8 A. Contractor Deliverables... 8, 9 4.0 SUPPORTING INFORMATION... 9 A. Security... 9, 10 B. Place of Performance... 10 C. Qualifications of Key Personnel... 10 TABLE Table 1 DART s Facility Locations... 11

NSN-1967 9 3 of 11 1.0 GENERAL INFORMATION This Statement of Work () will describe the requirements for fuel management system that provides reformulated unleaded regular gasoline, unleaded premium gasoline and Texas Low Emission diesel fuel no more than 15 ppm Sulfur), for DART s non-revenue vehicle fleets and mounted/non mounted equipment (e.gl, air compressor, generator, power washer, rail grinder, etc.). A fleet fuel management company utilizing a credit card system shall be selected for this contract. A. Introduction Contractor will provide reformulated unleaded regular gasoline, unleaded premium gasoline and Texas Low Emission diesel fuel to DART nonrevenue vehicles and mounted/non mounted equipment from fueling locations, which will accept a credit card issued by the fuel management company. B. Background Vehicles are generally operated within, but are not limited to the DART service area. DART currently has over five hundred seventy seven (577) vehicles, with the possible addition of twelve (12) more vehicles, and over eighty (80) pieces of mounted/non mounted equipment that operate on reformulated unleaded gasoline, unleaded premium gasoline, or Texas Low Emission diesel fuel. C. Scope The purpose of this is to provide the requirements for a fuel management process allowing DART to purchase reformulated regular grade and premium unleaded gasoline and Texas Low Emission diesel fuel, which is used on DART s non-revenue vehicle fleets along with mounted/non mounted equipment. A fleet fuel management company credit card system shall be used for payment of these fuels. D. Reference Documentation Contractor shall be responsible for adhering to the following documents with latest revisions and shall comply therewith. REFORMULATED UNLEADED GASOLINE ASTM D4814-04b Standard Specification for Automotive Spark- Ignition Engine Fuel. ASTM D86 Test Method for Distillation of Petroleum Products at Atmospheric Pressure.

NSN-1967 9 4 of 11 D. Reference Documentation (Continued) ASTM D130 ASTM D287 ASTM D381 ASTM D525 ASTM D1298 ASTM D2699 ASTM D2700 ASTM D2885 ASTM D3120 ASTM D3231 ASTM D3237 ASTM D3341 ASTM D4052 ASTM D4953 ASTM D5059 ASTM D5188 Test Method for Corrosiveness to Copper from Petroleum Products by the Copper Strip Test. Test Method for API Gravity of Crude Petroleum and Petroleum Products (Hydrometer Method). Test Method for Gum Content in Fuels by Jet Evaporation. Test Method for Oxidation Stability of Gasoline (Induction Period Method). Test Method for Density, Relative Density (Specific Gravity), or API Gravity of Crude Petroleum and Liquid Petroleum Products by Hydrometer Method. Test Method for Research Octane Number of Spark-Ignition Engine Fuel. Test Method for Motor Octane Number of Spark- Ignition Engine Fuel. Test Method for Determination of Octane Number of Spark-Ignition Engine Fuels by On-Line Direct Comparison Technique. Test Method for Trace Quantities of Sulfur in Light Liquid Petroleum Hydrocarbons by Oxidative Microcoulometry. Test Method for Phosphorus in Gasoline. Test Method for Lead in Gasoline by Atomic Absorption Spectrometry. Test Method for Lead in Gasoline-Iodine Monochloride Method. Test Method for Density and Relative Density of Liquids by Digital Density Meter. Test Method for Vapor Pressure of Gasoline and Gasoline-Oxygenate Blends (Dry Method). Test Methods for Lead in Gasoline by X-Ray Spectroscopy. Test Method for Vapor-Liquid Ratio Temperature Determination of Fuels (Evacuated Chamber Method).

NSN-1967 9 5 of 11 D. Reference Documentation (Continued) ASTM D5190 ASTM D5191 ASTM D5453 ASTM D5482 ASTM D5500 ASTM D5598 ASTM D5599 ASTM D5845 ASTM D6469 ASTM E-29 30 TAC 114 Subchapter H ASTM D975 ASTM D56 ASTM D86 ASTM D93 ASTM D130 Test Method for Vapor Pressure of Petroleum Products (Automatic Method). Test Method for Vapor Pressure of Petroleum Products (Mini Method). Test Method for Determination of Total Sulfur in Light Hydrocarbons, Motor Fuels, and Oils by Ultraviolet Fluorescence. Test Method for Vapor Pressure of Petroleum Products (Mini Method-Atmospheric). Test Method for Vehicle Evaluation of Unleaded Automotive Spark-Ignition Engine Fuel for Intake Valve Deposit Formation. Test Method for Evaluating Unleaded Automotive Spark-Ignition Engine Fuel for Electronic Port Fuel Injector Fouling. Test Method for Determination of Oxygenates in Gasoline by Gas Chromatography and Oxygen Selective Flame Ionization Detection. Test Method for Determination of MTBE, ETBE, TAME, DIPE, Methanol, Ethanol, and Butanol in Gasoline by Infrared Spectroscopy. Guide for Microbial Contamination in Fuels and Fuel Systems. Practice for Using Significant Digits in Test Data to Determine Conformance with Specifications. Low Emission Fuels Division 1: Gasoline Volatility DIESEL FUEL Standard Specification for Diesel Fuel Oils Test Method for Flash Point by Tag Closed Tester. Test Method for Distillation of Petroleum Products at Atmospheric Pressure. Test Methods for Flash Point by Pensky-Martens Closed Cup Tester. Test Method for Detection of Copper Corrosion from Petroleum Products by the Copper Strip Tarnish Test.

NSN-1967 9 6 of 11 D. Reference Documentation (Continued) ASTM D445 ASTM D482 ASTM D524 ASTM D613 ASTM D1319 ASTM D1552 ASTM D1796 ASTM D2274 ASTM D2500 ASTM D2709 ASTM D2880 ASTM D2887 ASTM D3120 ASTM D3828 ASTM D4057 ASTM D4294 ASTM D4539 Test Method for Kinematic Viscosity of Transparent and Opaque Liquids (and the Calculation of Dynamic Viscosity). Test Method for Ash from Petroleum Products Test Method for Ramsbottom Carbon Residue of Petroleum Products. Test Method for Cetane Number of Diesel Fuel Oil. Test Method for Hydrocarbon Types in Liquid Petroleum Products by Fluorescent Indicator Adsorption. Test Method for Sulfur in Petroleum Products (High-Temperature Method). Test Method for Water and Sediment in Fuel Oils by the Centrifuge Method (Laboratory Procedure). Test Method for Oxidation Stability of Distillate Fuel Oil (Accelerated Method). Test Method for Cloud Point of Petroleum Oils. Test Method for Water and Sediment in Distillate Fuels by Centrifuge. Specification for Gas Turbine Fuel Oils. Test Method for Boiling Range Distribution of Petroleum Fractions by Gas Chromatography. Test Method for Trace Quantities of Sulfur in Light Liquid Petroleum Hydrocarbons by Oxidative Microcoulometry. Test Methods for Flash Point by Small Scale Closed Tester. Practice for Manual Sampling of Petroleum and Petroleum Products. Test Method for Sulfur in Petroleum Products by Energy-Dispersive X-Ray Fluorescence Spectroscopy. Test Method for Filterability of Diesel Fuels by Low Temperature Flow Test (LTFT).

NSN-1967 9 7 of 11 D. Reference Documentation (Continued) ASTM D4737 ASTM D4865 ASTM D5453 ASTM D5771 ASTM D5772 ASTM D5773 ASTM D6078 ASTM D6079 ASTM D6217 ASTM D6371 ASTM D6468 ASTM D6469 ASTM D6920 Test Method for Calculated Cetane Index by Four Variable Equations. Guide for Generation and Dissipation of Static Electricity in Petroleum Fuel Systems. Test Method for Determination of Total Sulfur in Light Hydrocarbons, Motor Fuels and Oils by Ultraviolet Fluorescence. Test Method for Cloud Point of Petroleum Products (Optical Detection Stepped Cooling Method). Test Method for Cloud Point of Petroleum Products (Linear Cooling Rate Method). Test Method for Cloud Point of Petroleum Products (Constant Cooling Rate Method). Test Method for Evaluating Lubricity of Diesel Fuels by the Scuffing Load Ball-on-Cylinder Lubricity Evaluation (SLBOCLE). Test Method for Evaluating Lubricity of Diesel Fuels by the High Frequency Reciprocating Rig (HFRR). Test Method for Particulate Contamination in Middle Distillate Fuels by Laboratory Filtration. Test Method for Cold Filter Plugging Point of Diesel and Heating Fuels. Test Method for High Temperature Stability of Distillate Fuels. Guide for Microbial Contamination in Fuels and Fuel Systems. Test Method for Total Sulfur in Naphthas, Distillates, Reformulated Gasoline s, Diesels, Biodiesels, and Motor Fuels by Oxidative Combustion and Electrochemical Detection. 40 CFR Part 80 Regulation of Fuels and Fuel Additives 30 TAC 114 Subchapter H Low Emission Fuels Division 2: Low Emission Diesel

NSN-1967 9 8 of 11 E. Definitions / Abbreviations ASTM COTR DIPE ETBE MTBE PPM TAC TAME American Society of Testing and Materials Contracting Officer s Technical Representative Disopropyl Ether, Disopropyl Oxide Ethyl Tertiary-Butyl Alcohol Methyl Tertiary Butyl Ether Parts Per Million Texas Administrative Code Tert-Amyl Methyl Ether 2.0 WORK REQUIREMENT A. Technical Requirements 3.0 DELIVERABLES 1. Reformulated unleaded regular and unleaded premium gasoline and Texas Low Emission diesel fuel must comply with the above ASTM standards, which are industry standards for commercially available fuels. 2. The product shall be commercially available. A. Contractor Deliverables 1. Contractor shall provide a credit card reporting system capable of delivering a report monthly to DART by the fifth working day of each month. The fuel credit card and management-reporting program shall provide fuel management, security and reporting features to include, but not limited to: a. Vehicle Number (N/A for non mounted equipment fuel cards). b. Customer s Name. c. Location of Purchase (Address and City). d. Date and Time of Purchase. e. Fuel Grade. f. Gallons Dispensed. g. Cost per Gallon. h. Total Cost of Fuel.

NSN-1967 9 9 of 11 i. Odometer Reading. (N/A for non mounted equipment fuel cards). j. Cost per Mile. (N/A for non mounted equipment fuel cards). k. Miles per Gallon. (N/A for non mounted equipment fuel cards). l. Total Amount. m. Average Cost Per Gallon by fuel type. n. Vehicle Department Assignment. o. Customer Department Assignment. p. Flagged Purchases q. Comments. This report shall be mailed to the Fleet Services Support Analyst, DART. 2. Contractor shall provide World Wide Web-based access to the Information listed in Paragraph 1 in real time or within reasonable industry technological limitations. 3. Contractor shall provide credit cards containing necessary information as to identify the vehicle, the vehicle components and type of fuel to be purchased. 4. Six hundred (600) maps shall be provided to DART identifying the locations of each fueling facility, hours of operation, fuel type(s) and services provided at that location. Maps will clearly indicate the locations relative to 1401 Pacific Avenue (DART Headquarters) and will provide points of reference. Maps will be required ten (10) days after the Notice to Proceed has been issued. Maps will be provided to Fleet Services Support Analyst, DART. 4.0 SUPPORTING INFORMATION A. Security 1. Contractor shall provide a reasonable security system to ensure that no charges to the credit cards be made by unauthorized personnel. 2. The contractor shall provide card user controls such as personal identification numbers to DART. 3. After award all credit cards limits shall be provided to the contractor (for setup by the contractor) by the COTR to include maximum gallon limits, fuel type(s) and fueling frequencies only (i.e., number of daily and weekly transactions).

NSN-1967 9 10 of 11 a. This contract will support some multi-fuel vehicles such as diesel trucks with gasoline-powered bed-mounted equipment. For these multi-fuel vehicles, fuel cards will have multiple fuel type designations. b. A fuel card for non mounted equipment may be designated to support various types of equipment, and will have fuel restrictions based on the overall tank capacity of equipment (excluding bed-mounted) at the fuel card s assigned location. 4. Additionally, fuel card purchases made for a fuel type not designated to the fuel card used (i.e. an unleaded fuel purchase for a diesel NRV) will need to be flagged and reported to DART. 5. Only fuel transactions shall be allowed. The contractor shall prevent non-fuel transactions from occurring or shall hold DART blameless if a non-fuel transaction occurs. 6. Contractor shall provide comprehensive customer service 24 hours per day, 7 days per week. 7. DART shall promptly report all lost or stolen credit cards to the Contractor. The Contractor shall replace lost or stolen credit cards within forty-eight (48) hours of DART's notification. DART shall be responsible for any credit card charges made prior to DART's notification and the Contractor shall be responsible for all credit card charges thereafter. B. Place of Performance The fuel credit card and management reporting program shall provide for a minimum of thirty-five (35) locations within the Dallas Area Rapid Transit (DART) service area, to include Denton, Collin, and Navarro counties where vehicles can refuel during normal workdays. One (1) of the fueling locations must be within a three (3) mile radius of DART s locations listed in Table 1 and be available for fueling operations twenty-four (24) hours a day, seven days per week. C. Qualifications of Key Personnel 1. Contractor shall provide the name of the on-site contract manager or alternate present during normal working hours. This individual shall be responsible for the overall management and coordination of this contract and shall act as the central point of contact with DART. The contract manager or alternate shall be identified no later than the contract pre-performance conference. 2. All Contractor employees must read, write, speak and understand American English.

NSN-1967 9 11 of 11 TABLE 1 DART s FACILITY LOCATIONS FACILITY East Dallas Central Support South Oak Cliff Bus Operating Facility Northwest Fleet Bus Operating Facility Central Rail Operating Facility (CROF) Rail Service and Inspection Oak Cliff NRV Shop Northwest Rail Operations Facility (NWROF) DART Headquarters ADDRESS 4209 Main Street, Dallas, Texas 75226 3422 East Kiest, Dallas, Texas 75204 2424 Webb Chapel Ext. Dallas, Texas 75220 3021 Oak Lane, Dallas, Texas 75226 1200 East Jefferson Dallas, Texas 75203 9717 Abernathy Dallas, Texas 75220 1401 Pacific Avenue Dallas, Texas 75202