180000000097.pdf

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Gas Turbine Generators – Service Agreement

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 1, 2017 September 30, 2023 2 - 6 Years September 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

NA

P-Card Direct Voucher (PRC) Other Yes No

9330 Sky Park Court

San Diego CA 92123

Trevor Miller

(630) 527-1700 miller_trevor_s@solarturbines.com

CV0066824

SOLAR TURBINES INCORPORATED

C O

N

TR

A C

TO

R

517-202-1560

Millerh11@Michigan.gov

Lisa Spitzley

(517) 249-0440

DTMB

Heath Miller DTMB

SpitzleyL4@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

NANet 45

Change Notice Number 6

Contract Number MA180000000097 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$4,730,056.00 $0.00 $4,730,056.00

DESCRIPTION

Effective August 20, 2025, please note the Contract Administrator for the State is updated to Lisa Spitzley. See Change Notice cover page above for contact information.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

N/A N/A

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Gas Turbine Generators – Service Agreement

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 1, 2017 September 30, 2023 2 - 72 Months September 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

9330 Sky Park Court

San Diego CA 92123

Trevor Miller

(630) 527-1700 miller_trevor_s@solarturbines.com

CV0066824

SOLAR TURBINES INCORPORATED

C O

N

TR

A C

TO

R

517-202-1560

MillerH11@michigan.gov

Melissa Beck

517-897-1502

DTMB

Heath Miller DTMB

BeckM3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/A45 Days

Change Notice Number 5

Contract Number MA180000000097 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$2,230,056.00 $2,500,000.00 $4,730,056.00

DESCRIPTION

Effective 1/28/2025 this contract is hereby increased by $2,500,000.00 for continuous use of the contract. In addition, the Contract Administrator is changed to: Melissa Beck, Beckm3@michigan.gov, 517-897-1502.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 1/28/2025.

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

Contract Number 180000000097

Millerh11@Michigan.gov

Heath Miller

Matt Lindeman miller_trevor_s@solarturbines.com

Trevor Miller

San Diego, CA 92123

SOLAR TURBINES INCORPORATED

CV0066824

(630) 527-1700

9330 Sky Park Court

517-896-1620 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-202-1560

DTMB

lindemanm1@michigan.gov

$1,981,056.00

October 1, 2017 September 30, 2023

GAS TURBINE GENERATORS – SERVICE AGREEMENT

September 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 6 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 6 Years ☐ September 30, 2029

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$249,000.00 $2,230,056.00

Effective 9/27/2023, this contract is exercising the 6 option years and is increased by $249,000.00. The revised contract expiration date is 9/30/2029.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

DTMB

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

180000000097Contract Number

Millerh11@Michigan.gov

Heath Miller

Yvon Dufour miller_trevor_s@solarturbines.com

Trevor Miller

San Diego, CA 92123

SOLAR TURBINES INCORPORATED

CV0066824

(630) 527-1700

9330 Sky Park Court

(517) 249-0455 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-202-1560

DTMB

dufoury@michigan.gov

$1,732,056.00

October 1, 2017 September 30, 2023

GAS TURBINE GENERATORS – SERVICE AGREEMENT

September 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 6 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$249,000.00 $1,981,056.00

Effective 10/19/2022, this contract is hereby increased by $249,000. All other terms, conditions, specifications and pricing remain the same. Per agency request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

180000000097Contract Number

Millerh11@Michigan.gov

Heath Miller

Yvon Dufour miller_trevor_s@solarturbines.com

Trevor Miller

San Diego, CA 92123

SOLAR TURBINES INCORPORATED

CV0066824

(630) 527-1700

9330 Sky Park Court

(517) 249-0455 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-202-1560

DTMB

dufoury@michigan.gov

$1,732,056.00

October 1, 2017 September 30, 2023

GAS TURBINE GENERATORS – SERVICE AGREEMENT

September 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 6 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $1,732,056.00

Effective 1/6/2022, pricing on this contract is hereby updated in Schedule A, section 2.1, to "$19,604.06" per section 2.3. All other terms, conditions, specifications and pricing remain the same. Per contractor request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

171180000000097Contract Number

Daviss2@Michigan.gov

Scott Davis

Yvon Dufour miller_trevor_s@solarturbines.com

Trevor Miller

San Diego, CA 92123

Solar Turbines, Inc.

(630) 527-1700

9330 Sky Park Court

(517) 284-6996 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

(517) 202-5099

DTMB

dufoury@michigan.gov

$1,732,056.00

October 1, 2017 September 30, 2023

GAS TURBINE GENERATORS – SERVICE AGREEMENT

September 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 6 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $1,732,056.00

Effective 1/8/2019, pricing on this contract is hereby updated in Schedule A, section 2.1, to "$18,111.12" per section 2.3. All other terms, conditions, specifications and pricing remain the same. Per contractor request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

071B7700069Contract Number

$1,732,056.00

October 1, 2017 September 30, 2023

GAS TURBINE GENERATORS – SERVICE AGREEMENT

September 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

2 - 6 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $1,732,056.00

Effective 11/2/2017, the following amendment is hereby incorporated into the contract. Contract number 071B7700069 shall be changed to contract number 171 180000000097. All other terms, conditions, specifications and pricing remain the same. Per DTMB request, and DTMB Procurement approval.

Daviss2@Michigan.gov

Scott Davis

Yvon Dufour miller_trevor_s@solarturbines.com

Trevor Miller

San Diego, CA 92123

Solar Turbines, Inc.

*******1514

(630) 527-1700

9330 Sky Park Court

(517) 249-0455

S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

(517) 636-0520

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DTMB

DESCRIPTION

dufoury@michigan.gov

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 071B7700069 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Solar Turbines, Inc.

S T

A T

E

P ro g ra m M a n a g e r

Scott Davis DTMB

9330 Sky Park Court (517) 636-0520

San Diego, CA 92123 Daviss2@michigan.gov

District Service Manager (Chicago Office)

C o n tr a c t

A d m in is tr a to r Yvon Dufour DTMB

James T. Cullifer (517) 284-6996

(630) 527-1700 dufoury@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Gas Turbine Generators – Service Agreement

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

October 1, 2017 September 30, 2023 Two 6 year

PAYMENT TERMS DELIVERY TIMEFRAME

45 Days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,732,056.00

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan Street Lansing, MI 48933 P.O. Box 30026 Lansing, MI 48909 mailto:T3_DECH_CS@solarturbines.com

This STANDARD CONTRACT (“Contract” or “Agreement”) is agreed to between the State of Michigan

(the “State” or “Customer”) and SOLAR TURBINES INCORPORATED, (“Solar” or “Contractor”), a

Delaware corporation, with its principal place of business at 2200 Pacific Highway, San Diego, California, 92101 (Mail Address: P.O. Box 85376, San Diego CA 92186-5376). This Contract is effective on 10/1/2017

(“Effective Date”), and unless terminated, expires on 9/30/2023.

This Contract may be renewed for up to two (2) additional six (6) year period(s), with prior written notice from the State to Contractor at least ninety (90) days prior to the end of the contract term. Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

Definitions.

“Affiliate” means a company, partnership or other legal entity which controls, or which is controlled by, or which is controlled by an entity that controls a party. Control means the ownership directly or indirectly of fifty percent (50%) or more of the voting rights in a company, partnership or other legal entity.

“Documentation” means technical documentation, programs, manuals or other similar documents.

“Engineered Products” means turbomachinery package modifications and/or uprate/upgrade kits, restages or sub-assemblies.

“Exchange” means the exchange of a major Customer-owned assembly that requires work or Overhaul, for a new or used Solar-owned assembly of a similar model (the “Exchange Unit”). The intent of this trade is for Customer to acquire the substantial equivalent of an Overhaul and/or upgrade of a Customer-owned assembly with minimum down time. Once in Solar’s possession, the Customer-owned assembly will become the property of Solar and undergo an Overhaul at Customer’s expense.

“Offer” means the proposal or bid for the performance of any Work and/or the provision of any Product that

Solar submits to Customer pursuant to a solicitation received by Solar from Customer. The Offer will contain, among other things, a description of the Works and/or Products to be provided and the fees for such Works and/or Products.

“Order” means the combination of (1) a purchase order issued to Solar from Customer referencing or otherwise identifying an applicable Offer, and (2) an applicable Offer, identifying the Works and/or Products being requested from Solar and the fees for such Works and/or Products, related to an applicable purchase order. Each Order shall be governed by and subject to the terms and conditions of this Agreement.

“Overhaul” means major inspection or overhaul work at Solar’s facility where Customer’s assembly is disassembled to component level and components are inspected to Solar’s standards. Components are repaired or replaced as necessary to meet original equipment specifications and performance for the particular assembly model. Upgrade modifications are incorporated to bring the assembly as close to new production standards as possible for that particular model. Engines are tested to meet Solar specifications.

The unit resulting from an Overhaul is referred to as “Overhauled Assembly.”

“Parts” means parts provided under an Order.

“Products” means Equipment, Refurbished Equipment, Exchange Unit, Overhauled Assembly, Parts, Engineered Products, assemblies, components and materials provided by Solar, including Solar’s labor and services incorporated therein, excluding, however, all Work.

“Refurbished Equipment” means new or refurbished turbomachinery packages and related ancillary equipment.

“Repair” means major component repair work to correct a specific, identifiable problem. Customer’s assembly is disassembled as far as necessary to repair or replace discrepant parts and/or correct a malfunction. Inspection, tolerance specifications, part repair/replace decisions and testing are per

Customer’s specification. Repair is performed at Solar’s facility or at Customer’s site.

“Services” means field service labor, including without limitation all inspection, maintenance, emergency call-outs, troubleshooting, commissioning/installation of Customer products and all service calls associated with service agreements, such as extended service agreements, expanded warranties, or any other contract activity on Customer’s site. “Services” does not include Products provided while performing

Services. Services may alternately be described as “Contract Activities.”

“Training” means technical training services.

“Warranty Period” means the period wherein Works and/or Products are warranted, as specifically defined in Schedule A - Statement of Work.

“Work” or “Works” means one or more of the following: Services, Repair, and Training. Work or Works may also alternately be described as “Contract Activities.”

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A - Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule

A.

Contractor must: (a) perform the Contract Activities in a professional, safe, and workmanlike manner; (b) meet the performance and operational standards, and specifications of the Contract;

(c) provide all Contract Activities with no defects in materials; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the Contractor’s performance of the Contract Activities; (f) cooperate with the State to the extent reasonably possible, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in substantially the same condition, excluding normal wear and tear, as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all applicable State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Yvon Dufour

525 W. Allegan, Constitution Hall, 1st Floor NE

Lansing, MI 48933 dufoury@michigan.gov (517) 284-6996

Director, Customer Services

9330 Sky Park Court

San Diego, CA 92123

(619) 544-5000

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract

(each a “Contract Administrator”):

State: Contractor:

Yvon Dufour

525 W. Allegan, Constitution Hall, 1st Floor NE

Lansing, MI 48933 dufoury@michigan.gov (517) 284-6996

District Service Manager

40 Shuman Blvd. Suite 350

Naperville, IL 60563

(630) 527-1700

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Scott Davis daviss2@michigan.gov

(517) 636-0520

District Service Manager

40 Shuman Blvd. Suite 350

Naperville, IL 60563

(630) 527-1700

5. Performance Guarantee. Contractor must at all times have financial resources sufficient to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A) if, in the reasonable opinion of the State, it will ensure performance of the Contract.

mailto:daviss2@michigan.gov

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all its deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor’s or a subcontractor’s performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) all third party policies shall be provided by a company with an A.M. Best rating of “A” or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Limits:

$1,000,000 Each Occurrence Limit

$1,000,000 Personal & Advertising Injury Limit

$2,000,000 General Aggregate Limit

$2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must include via policy endorsement

(blanket endorsement or otherwise) “the State of

Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010

04 13 and CG 20 37 04 13.

Automobile Liability Insurance

Limits:

$1,000,000 Per Occurrence

Contractor must include via policy: (1) endorsement (blanket endorsement or otherwise) “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and

Non-Owned Automobile coverage.

Workers’ Compensation Insurance

Limits:

Waiver of subrogation, except where waiver is prohibited by law.

Coverage according to applicable laws governing work activities.

NOTE: Contractors California personnel are insured under a state approved self-insured workers compensation program. Upon request, Contractor shall provide the State a current dated Certificate of Consent to Self-Insure under

Section 3700 of the Labor Code of California issued by the State of California Department of

Industrial Relations.

Employers Liability Insurance

Limits:

$1,000,000 Each Accident

$1,000,000 Each Employee by Disease

$1,000,000 Aggregate Disease.

Professional Liability (Errors and Omissions) Insurance

Limits:

$1,000,000 Each Occurrence

$1,000,000 Annual Aggregate

Deductible Maximum:

$50,000 Per Loss

Applicable in the event Contractor is furnishing design or engineering services hereunder.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of

Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is canceled or not renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide on standard ACORD or equivalent forms insurance certificates to the

Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 business days of the expiration date of the applicable policies; (b) require that subcontractors that perform work any part of the work at the State site maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled that would negatively affect the State; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not be construed in any manner as waiving, restricting, limiting or increasing the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State). The State is included as an additional insured on the General Liability and Automobile Liability policies up to the extent of the liabilities assumed under written Agreement.

7. Administrative Fee and Reporting. Reserved.

8. Extended Purchasing Program. Reserved.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Equipment operators and the State's employees, agents, or other contractors assigned to assist Contractor may receive temporary instructions, or technical directions or the like from Contractor, but shall at all times be considered the employees, agents, or contractors of the State and not of Contractor.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State, except for Contract Activities that include electrical generator testing and repair, subject to applicable State of Michigan security policies. For all other Contract

Activities, Contractor must notify the State at least 90 calendar days before the proposed delegation, and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; and (b) make all payments to the subcontractor; and (c) incorporate the applicable terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, on reasonable grounds, may require the replacement of any subcontractor.

11. Staffing. The State’s Contract Administrator may, upon showing of good cause, require Contractor to remove or reassign personnel by providing a notice to Contractor. Violation of the State’s security policies constitutes good cause.

12. Background Checks. Upon request, Contractor must perform background checks (or may be required to procure independent third party background checks) on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the

State and documentation must be provided as requested. The State is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other State department or agency.

Upon notice to Contractor, the State may assign in whole or in part its rights or responsibilities under this Contract to a non-State party, so long as the State has paid any and all outstanding fees it owes to Contractor. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation under the same terms and conditions of this

Agreement and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify, at least thirty (30) calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of

Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. Unless good cause for rejection is shown, Contract Activities shall be deemed accepted upon completion of such State Review Period. If the Contract Activities are not fully accepted by the State due to deficiencies identified during the State Review Period, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; and (ii) demand re-performance at no additional cost.

Unless otherwise agreed to by the State and by Contractor, within fifteen (15) business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any

Contract Activities, Contractor must (a) cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State or (b) commence and pursue cure of the deficiency in the Contract Activities until completion. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part in accordance with the

Sections 23 and 24 (Termination for Convenience and Termination for Cause).

17. Delivery. Contractor must deliver all Contract Activities Ex Works Solar’s designated facility (as defined using InCoTerms 2010). All prices are based on Ex Works Solar’s designated facility, and do not include any charges for services such as preservation packaging, insurance, brokerage fees, marine survey, load-out and tie-down, site installation, or equipment start- up, unless such delivery term provides for such services under the applicable Incoterm, or as otherwise agreed in writing by the Parties subject to the Contract Modification process as outlined in Section 0 of the

Contract. All containers and packaging becomes the State’s exclusive property upon delivery.

18. Risk of Loss and Title. For all repairs or replacements of Covered Equipment, parts, and consumables covered under this Agreement (“Goods”), the State shall be responsible for the packaging and cost of shipment to the designated Solar facility, and the State shall assume all risk of loss. Solar shall be responsible for applicable costs until delivery occurs in accordance with the applicable Incoterm stated in Section 17 above (“Delivery”), excluding taxes, and Solar shall assume all risk of loss until such Delivery of the Goods. Title to Covered Equipment shall remain with the State at all times during the Term of the Agreement.

19. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period the Contractor will repair or replace such non-conforming

Contract Activities in accordance with the terms set forth in Schedule A.

20. Terms of Payment. Invoices must conform to the requirements communicated in writing from time-to-time by the State. All undisputed amounts are payable within thirty (30) days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A.

Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all prices are exclusive of taxes, and the State is responsible for all applicable sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract. Any such tax charge applicable to the Contract Activities furnished hereunder shall be included as a separate line item on the invoice and paid by the State except to the extent the State provides Contractor with a tax exemption certificate.

The State has the right to withhold payment of any disputed Supplementary Order amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. The parties shall use reasonable efforts to resolve such dispute within the thirty (30) day period prior to the payment due date. If such dispute is resolved by the payment due date, then the State shall pay the entire invoice by the payment due date. If the dispute is unresolved as of the payment due date, the State shall pay all undisputed items by the payment due date. When disputes are resolved, the State shall pay the resolved disputed items fifteen (15) days from the date of resolution that will be mutually defined by the parties. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

Contractor must register with the State to receive electronic fund transfer payments. If Contractor does not register for the State’s EFT payment program, the State is not liable for related payment delays. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable for Supplementary Orders by the State to Contractor under this Contract. For avoidance of doubt, the State may not set off any amount then due and owing to it by Contractor against any monthly fees owed to Contractor pursuant to the terms of this Contract.

21. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in

Schedule D (Reliability Guarantee).

22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The

State will provide Contractor a written stop work order detailing the suspension. Such stop work order will be effective upon written acknowledgement by Contractor and thereupon, Contractor must comply with the stop work order. Within ninety (90) calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or

(b) terminate the Contract or purchase order. In case of such termination, Contractor shall be entitled to, and the State shall pay Contractor for Contract Activities up to the date of such termination, for all non-disputed invoices and Monthly Fees as set for the in the Contract. The State will not pay for Contractor’s lost profits or any additional compensation during a stop work period.

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if

Contractor: (a) violates the State’s applicable security policies; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) violates applicable State or federal law; (d) breaches any of its material duties or obligations; or (e) fails to cure such material breach within thirty (30) days from the notice of breach sent by the State setting forth the precise details of the breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

In the event of termination of this Contract for cause, the State will only pay for amounts due to

Contractor for Contract Activities accepted by the State on or before the date of termination.

In the event of termination of this Contract for cause, if there are Supplemental Orders pending at the time of termination, cancellation of Supplemental Orders resulting from Contract termination will be subject to cancellation charges based on Contractor’s determination of the value of the time, materials and associated expenses incurred in performance of the Work or Contract Activities plus the price for any specially procured or fabricated items not typically stocked by Contractor.

Products actually installed in the State’s equipment and/or parts not returnable to Contractor’s inventory for sale to third parties shall be charged to the State’s account at the applicable Order price, unless the State cancels the Order due to lack of appropriation or budget shortfalls.

Notwithstanding the foregoing, in any event, Solar shall be compensated for any applicable Work or Contract Activities performed through the date of termination, as agreed to by the Parties and subject to the availability of appropriated funds (“Cancellation Charges”).

24. Termination for Convenience. The State may immediately terminate this Contract, in whole or in part, upon sixty (60) days prior written notice to Contractor (except in the case of non-appropriation or lack of appropriation) without penalty and for any reason, including but not limited to, appropriation or budget shortfalls, provided however, that the State will pay any non-disputed invoices and pro-rated Monthly Fees for the month during which the termination was issued, Cancellation Charges for Supplemental Orders, and if any overhaul or major repair or engine exchange has taken place during the Term, then a cancellation fee equal to at least forty-five percent (45%) multiplied by the sum of the remaining Monthly Fees due for the remainder of the

Term, to the extent that appropriated funds are available. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 26, Transition

Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

25. Termination by Contractor. Contractor may terminate this Agreement at any time upon written notice, if the other party is in breach of any material obligation to be performed by it hereunder;

provided the Contractor first gives the State notice in writing, setting forth the precise details of the breach relied upon and granting the defaulting party not less than thirty (30) days to cure such material breach. For purposes of this Section 25 ‘Termination by Contractor’, a material breach by the State is limited to the State’s failure to pay an undisputed invoice that is properly rendered under this Agreement when due and in accordance with Section 20 of this Agreement.

Notwithstanding the above, Contractor may terminate this Contract with a 30-day written notice, without liability to the State, if, in Contractor's judgment, such termination is necessary for failure of the State to follow Contractor's operating and maintenance manuals, instructions, procedures, and other recommendations that pertain to the finished work and its operation or other matters directly affecting the operation of the finished work.

26. Transfer of Reports. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of 180 calendar days, and at the State’s cost, provide reports pertaining to the

Contract Activities requested by the State to help facilitate the orderly transfer of such Contract

Activities to the State.

27. Continuing Duties. Termination by either party hereunder, shall not relieve Contractor of providing services required to be performed up to the effective date of such termination, nor relieve the State of its duty to pay the Monthly Fee set forth in Schedule A, prorated as necessary, to the effective date of such termination to Contractor by the terms of this Contract. All obligations of Contractor to provide inspections, repairs, maintenance, or overhauls, or any other work shall cease as of the effective date of such termination.

Except for Products or Work purchased under a Supplementary Order as set out in Schedule A, any and all warranty obligations, of any nature whatsoever related to Contract Activities provided under this Contract, shall end upon termination or expiration of this Contract.

If agreed to by the Parties, a termination of this Contract shall not act to terminate any purchase order currently issued pursuant to this Contract but not fully executed; which order shall continue in full force and effect according to its terms.

28. General Indemnification. Contractor must defend and indemnify the State, its departments, divisions, agencies, offices, commissions, officers, and employees, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, reasonable attorney fees, and expenses (including those required to establish the right to indemnification), to the extent caused by: (a) any infringement of the rights in any United States registered patent or trademark or copyright of any third party, to the extent the infringement is caused by the goods or services provided by Contractor hereunder, and excluding the extent caused by special requirements, specifications, changes or uses by the State; (b) any claim brought by third parties against either party, that results from personal injury, death, or damage to real or tangible property occurring wholly or in part due to the extent caused by the sole negligence, gross negligence, or willful misconduct by Contractor (or any of Contractor’s employees, agents, or subcontractors) during the performance of Contract Activities under this Contract. For avoidance of doubt, to the extent that

Solar is determined to be partially liable, Solar will comply with its General Indemnification obligations as set forth in this Section 27, only to the extent of that partial liability.

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced.

The State is entitled to: (i) regular updates on proceeding status; (ii) where required by law, participate in the defense of the proceeding at the State’s expense; (iii) where required by law, employ its own counsel for claims affecting the State of Michigan, a State official, or challenging

Michigan law at the State’s expense; and to (iv) where required by law, retain control of the defense for claims affecting the State of Michigan, a State official, or challenging Michigan law, at the State’s expense, if the State deems necessary. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the

State may not do so until approved by the Michigan Attorney General and appointed as a Special

Assistant Attorney General.

29. Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, or use, becomes the subject of a valid United States registered copyright, patent, or trademark infringement claim by a third party as set out in Section 28, Contractor may, at its option and expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, or (b) replace or modify the same so that it becomes non-infringing.

30. Limitation of Liability. To the maximum extent permitted by law, neither the State nor Contractor or their Affiliates, subcontractors, agents and/or employees shall be liable for any loss of use, loss of profit, losses resulting from or related to downtime or the cost of replacement power or compression, punitive, exemplary, consequential, incidental, indirect, or special damages, regardless of the nature of the action, howsoever caused and whether based on warranty, contract, tort (including negligence) strict liability or any other theory of the law, even if the parties, their

Affiliates, subcontractors, agents or employees had advance notice of the potential of any such damages.

To the maximum extent permitted by law, the total liability of either party arising out of the performance or nonperformance of this Contract or any of its obligations in connection with the

Contract Activities hereunder (excluding any amounts owed to Contractor under this

Contract), whether based on warranty, contract, tort (including negligence), strict liability or any other theory of the law, shall not exceed (a) for claims arising under the Long Term Services in the aggregate , a sum equal to the amounts paid by the State up to the date of termination; or (b) for claims arising under a separate order for Work, in the aggregate, an amount equal to the value of the Work provided under the applicable order; or (c) for claims arising under a separate order for

Products, in the aggregate, an amount equal to the value of the discrete unit involved in the claim.

Sections 28 (Indemnification) and 30 (Limitation of Liability) will prevail over any conflicting or inconsistent provisions contained in any documents comprising this Contract.

31. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 10 business days of publishing disclosures, as required by federal securities laws1, of any litigation, investigation, arbitration, or other proceeding of which it is aware (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor , that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

32. State Data. With the exception of anonymous, aggregated InSight data, all data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”); this definition is to be construed as broadly as possible. Upon written request, Contractor must return to the State, or a third party designated by

1 Contractor is Solar Turbines Incorporated, a wholly-owned subsidiary of Caterpillar Inc. Caterpillar Inc. is a publicly traded Fortune 50 company (NYSE:CAT). Information about individual shareholders is not available. Information regarding regulatory compliance and litigation is disclosed to the SEC as required by law and is available at www.Cat.com/investors.

http://www.cat.com/investors the State, all such State Data within 20 calendar days unless otherwise agreed to by the parties and in a format agreed to by the parties, . No State Data may be used for any marketing purposes.

33. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section survive the termination of this Contract.

a. Meaning of Confidential Information. For the purposes of this Contract, the term

“Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party, and shall include personal employee information of either party to this

Contract; and (b) if disclosed orally or not marked…