DRAFT07/11/94

OHIO TURNPIKE COMMISSION

Resolution Awarding Contract SS-12

for Service Station Operations at the Commission’s

Sixteen (16) Service Plazas

WHEREAS, on October 14, 2010, the Commission issued its Request for Proposals

(RFP) for Service Station Operations on the Ohio Turnpike at the Commission’s sixteen (16)

Service Plazas (Contract SS-12) , for an initial term of six (6) years, which may be extended for

not more than two (2) successive five (5) year periods; and

WHEREAS, Notice of the Commission’s RFP was published in two (2) newspapers and

on both the Commission’s website as well as that of the International Bridge, Tunnel and

Turnpike Association, and the RFP was mailed to twenty-five known oil companies, distributors

and oil industry trade associations; and

WHEREAS, on November 15, 2010, Proposals were received from Sunoco, Inc. (R&M)

of Philadelphia, Pennsylvania (“Sunoco”) , and Lehigh Gas Corporation of Bethlehem,

Pennsylvania (“Lehigh”) ; and

WHEREAS, an Evaluation Team comprised of the Director of Service Plaza Operations,

the Maintenance Engineer, the Assistant Maintenance Engineer and the Eastern and Western

Division Service Plaza Managers was formed to review and evaluate the technical aspects of

both Proposals; and

WHEREAS, upon completion of its review, the Evaluation Team awarded the highest

and best Technical score to Sunoco; and

WHEREAS, the Revenue Sharing Proposals were then tabulated by the Commission’s

Purchasing Manager who determined that the Revenue Sharing Proposal submitted by Sunoco

will produce the most compensation to the Commission, and, therefore, it received the highest

and best possible Revenue Sharing score; and

WHEREAS, equal weight was given in the Evaluation Process to the Technical scores

and the Revenue Sharing scores, and, as a result of this process, Sunoco received both the

highest and best Technical score and also the highest and best Revenue Sharing score, and the

Evaluation Team has, therefore, recommended that a Contract be awarded to Sunoco, which has

submitted the following negotiated Revenue Sharing Proposal:

Cents per Gallon (CPG) of Fuel Dispensed, and Percentage of Retail Receipts:

1. 3 CPG of unleaded gasoline up to 35 million gallons.

2. 2.5 CPG of Ultra Low Sulfur Diesel (“ULSD”) up to 16 million gallons.

3. 4% of gross (non-fuel) retail sales receipts at the fueling kiosks.

4. 6% of gross C-Store retail receipts up to $1.5 million per Service Plaza Set.

In addition, the Commission will receive:

$65,000 each year per set of operating Service Plazas for exterior Common Area

Maintenance (“CAM”) Fees, increasing by the Urban Consumer Price Index for

fuel and utilities annually.

1% of C-Store sales towards Capital Improvements at those Service Plazas with

C-Stores.

15% of the share of interior CAM Fees for Service Plazas with C-Stores.

WHEREAS, the Director of Contracts Administration advises that: 1) the RFP conforms

to the requirements of applicable statutes including Ohio Revised Code Section 5537.07 and

Section 5537.13, which contemplates that the Commission will accept the “best bid” for Service

Plazas operations, 2) the aforesaid Proposals were solicited on the basis of the same terms and

conditions with respect to all RFP respondents and potential respondents, and 3) due and full

consideration has been given to the Proposals received, the respondents’ qualifications and their

abilities to perform the required services, 4) Sunoco has provided a proposal guaranty of good

and sufficient surety and evidence of its ability to provide the required performance bond and

insurance as set forth in the RFP, and 5) that the Commission may legally accept said Proposal

from Sunoco; and

WHEREAS, the Executive Director has reviewed the Evaluation Team’s and the Director

of Contracts Administration’s written recommendations and concurs with the selection of

Sunoco, Inc. (R&M) as the Commission’s Service Station Operator; and

WHEREAS, the Commission has duly considered such recommendations.

NOW, THEREFORE, BE IT

RESOLVED that the Proposal submitted by Sunoco, Inc. (R&M) of Philadelphia,

Pennsylvania , is, and is by the Commission determined to be, the best of all Proposals received

for the performance of Contract SS-12 and is accepted; and

FURTHER RESOLVED that the Executive Director and Director of Contracts

Administration hereby are authorized to: 1) execute Contract SS-12 with Sunoco, Inc. (R&M)

to conduct Service Station Operations for an initial term of six (6) years commencing January

1, 2011 at the Indian Meadow and Tiffin River Service Plazas, and at the remainder of the

Commission’s Service Plazas commencing January 1, 2012 ; 2) direct the return of the

proposal guaranty provided by the RFP respondents, with their Proposals, as soon as said

Contract with Sunoco is executed; 3) extend Contract SS-12 predicated on satisfactory

performance reviews by both the Director of Service Plaza Operations and the Maintenance

Engineer for up to two (2), successive five (5) year periods , pursuant to the terms and

conditions of the aforesaid Contract; and 4) to take any and all action necessary or proper to

carry out the terms of said Contract.

(Resolution No. 52-2010 adopted December 20, 2010)