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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Natural Gas Supplier – Transportation Tier 1

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 8, 2019 June 30, 2027 2 - 2 Years June 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

201 Helios Way

Houston TX 77079

Chris Bennett

246-271-6086 chris.bennett@bp.com

CV0017442

BP ENERGY COMPANY

C O

N

TR

A C

TO

R

DoakA@michigan.gov

Alannah Doak

(517) 230-9424

DTMB

Alannah Doak DTMB

DoakA@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

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Change Notice Number 4

Contract Number MA190000000295 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

0 Years

$160,000,000.00 $120,000,000.00 $280,000,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 12/2/2025, this contract is hereby increased by $120,000,000.00.

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 12/2/2025.

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Natural Gas Supplier – Transportation Tier 1

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 8, 2019 June 30, 2027 2 - 2 Years June 30, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

201 Helios Way

Houston TX 77079

Chris Bennett

246-271-6086 chris.bennett@bp.com

CV0017442

BP ENERGY COMPANY

C O

N

TR

A C

TO

R

DoakA@michigan.gov

Alannah Doak

(517) 230-9424

DTMB

Alannah Doak DTMB

DoakA@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 3

Contract Number MA190000000295 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

$160,000,000.00 $0.00 $160,000,000.00

DESCRIPTION

Please note the Contract Administrator has been changed to Alannah Doak.

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

STATE OF MICHIGAN

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 2 to

Contract Number 190000000295 dufoury@michigan.gov

Yvon Dufour

Yvon Dufour chris.bennett@bp.com

Chris Bennett

Houston, TX 77079

BP ENERGY COMPANY

CV0017442

246-271-6086

201 Helios Way

(517) 249-0455

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

517 249-0455

DTMB

dufoury@michigan.gov

$160,000,000.00

January 8, 2019 June 30, 2027

NATURAL GAS SUPPLIER – TRANSPORTATION TIER 1

June 30, 2027

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 2 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

☒ 2 years ☐ June 30, 2029

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $160,000,000.00

Effective 10/23/2023, the first two option years available on this contract is hereby exercised. The revised contract expiration date is 6/30/2029. All other terms, conditions, specifications and pricing remain the same. Per agency request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MULTI

ENTERPRISE PROCUREMENT

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 1 to

Contract Number 190000000295

BP ENERGY COMPANY

N E W

C O

N T R A

C T O

R

201 Helios Way

Houston, Texas 77079

Chris Bennett

346-271-6086 chris.bennett@bp.com

CV0017442

dufoury@michigan.gov

Yvon Dufour

517 249-0455 dufoury@michigan.gov

Yvon Dufour

(517) 249-0455

C o n tra ct

A d m in istra to r

STATE CONTACTS

$160,000,000.00

January 8, 2019 June 30, 2027

NATURAL GAS SUPPLIER – TRANSPORTATION TIER 1

June 30, 2027

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

2 - 2 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ June 30, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $160,000,000.00

Effective September 1, 2023, the following amendment is hereby incorporated into the contract. BP Canada Energy Marketing Corp. is assigning their interests of this contract with the State of Michigan to BP Energy Company. This is a legal ownership change. The Tax ID number has changed as a result. However, the Customer Number will remain the same. All local employees shall be retained. All other terms, conditions, specifications, and pricing remain the same. Per Vendor request and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

P ro g n a g e r

DTMB DTMB

Peter.Currie@bp.com

Pete Currie

Calgary, Canada AB T2P 2H8

BP CANADA ENERGY MARKETING CORP.

CV0017442

231-922-1104

240 4 Ave, PO Box 200

C U

R R E N

T C

O N

T R A

C T O

R

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171 – 190000000295 .

between

THE STATE OF MICHIGAN

and

C

N T

R A

C T

R

BP Canada Energy Marketing Corp.

S T

A T

E

P ro g n a g e r

Various Agency

Acronym

240 4 Ave, PO Box 200 Phone Number

Calgary, AB T2P 2H8, Canada Email Address

Pete Currie

C o n tr a c t

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

(231) 922-1104 (517) 249-0455

Peter.Currie@bp.com dufoury@michigan.gov

CV0017442

CONTRACT SUMMARY

DESCRIPTION: Natural Gas Supplier – Transportation Tier 1

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

1/8/2019 6/30/2027 Two, 2 year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Ordering Period is 1/8/2019 to 6/30/2027 Delivery period is 7/1/2022 to 6/30/2027.

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☒ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $160,000,000.

ENTERPRISE PROCUREMENT

STATE OF MICHIGAN

DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

525 W. ALLEGAN, LANSING, MI 48933

P.O. BOX 30026, LANSING, MI 48909

CONTRACT NO. 171 – 190000000295

FOR THE CONTRACTOR:

BP Canada Energy Marketing Corp.

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Jared Ambrosier, Director of Sourcing Operations Name & Title

DTMB - Procurement Agency

Date

This Contract (“Contract”) is agreed to between the State of Michigan (the “State”) and BP Canada Energy Marketing Corp. (“Contractor”), a Delaware corporation. This Contract Ordering Period is effective on January 8, 2019 (“Effective Date”), and unless terminated, expires on June 30, 2027. The Contract Delivery period shall begin on July 1, 2022, and unless terminated, expires on June 30, 2027.

This Contract may be renewed for up to 2 additional 2-year periods. 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.

The State of Michigan Energy Purchasing Cooperative (sometimes, “Cooperative”) currently consists of State agencies, universities, community colleges, cities, counties, and K-12 public schools. During the term of the gas supply contract, State agencies and public entities have the option to join the Cooperative, utilizing the natural gas contracts awarded by the State of Michigan.

The parties agree as follows:

1. Definitions. For purposes of this Contract, the following terms have the following meanings:

“Adequate Assurance of Performance” has the meaning set forth in section 10.

“Alternative Damages” means such damages, expressed in dollars or dollars per MMBtu, as the parties agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer.

“British thermal unit” or “Btu” means mean the International BTU, which is also called the Btu (IT).

“Business Day” means any day except Saturday, Sunday or Federal Reserve Bank holidays.

“Buyer” means the party receiving Gas.

“Cap Price” is the maximum contracted price that the State will pay for natural gas.

“Confidential Information” has the meaning set forth in section 36.

“Confirm Deadline” means 5:00 p.m. in the receiving party’s time zone on the second Business Day following the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party’s time zone, it is deemed received at the opening of the next Business Day.

“Confirming Party” means the party designated in the Contract to prepare and forward Transaction Confirmations to the other party.

“Contract” means the legally-binding relationship established by (i) this Contract, including schedules, addenda, and special provisions and (ii) any binding Transaction Confirmation.

“Contract Price” means the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction.

“Contract Quantity” means the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction.

STANDARD CONTRACT TERMS

Natural Gas Supplier – Transportation Tier 1

“Contract Value” has the meaning set forth in section 11.

“Contracted Basis” is the basis price for volumes purchased at NYMEX using a Risk Management Product.

If a Contracted Basis is not executed for any Risk Management Product, the Contracted Basis will automatically equal the Market Basis.

“Contractor” has the meaning set forth in the recitals section above.

“Contractor Mark-up” means a fee per MMBtu paid to Contractor for each MMBtu of gas sold to the Cooperative excluding the Outside Purchase Volumes. The Contractor Mark-up fee, at the time the contract was awarded, will remain constant during the entire term of the contract.

“Cooperative Members” can participate with 100% of their gas needs dedicated to the program or some volume less than 100%. Those Cooperative Members participating less than 100% must operate as follows: (1) defined gas supply volume in advance of the first of the month, (2) notify the Gas Supplier 5 Business Days prior to the start of the month the quantity of gas needed for the upcoming month, or (3) daily gas supply needs in the morning prior to the date of requested gas flow.

“Cover Standard,” as referred to in section 4 below, means that if there is an unexcused failure to take or deliver any quantity of Gas under this Contract, then the performing party must use commercially reasonable efforts to (i) if Buyer is the performing party, obtain Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with: the amount of notice provided by the nonperforming party; the immediacy of the Buyer’s Gas consumption needs or Seller’s Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party.

“Credit Support Obligation” means any obligation to provide or establish credit support for, or on behalf of, a party to this Contract such as an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, a performance bond, guaranty, or other good and sufficient security of a continuing nature.

“Day” means a period of 24 consecutive hours, coextensive with a “day” as defined by the Receiving Transporter in a particular transaction.

“Default Pricing Structure” equals the Gas Price Index.

“Defaulting Party” has the meaning set forth in section 10.

“Delivery Period” is the period during which deliveries are to be made as agreed to by the parties in a transaction.

“Delivery Point” means such point as are agreed to by the parties in a transaction.

“Early Termination Date” has the meaning set forth in section 10.

“EDI” means an electronic data interchange under an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract.

“EFP” means the purchase, sale, or exchange of natural Gas as the “physical” side of an exchange for physical transaction involving gas futures contracts. EFP incorporates the meaning and remedies of “Firm,” provided that a party’s excuse for nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act.

“Event of Default” has the meaning set forth in section 10.

“Firm” means that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in section 5.c related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.

“Fixed Price” is the guaranteed gas price the State has agreed to pay for a specified volume of gas to be delivered during a specified period.

“Gas” means any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane.

“Gas Price Index” means the monthly index for said month published in the platts Gas Daily Price Guide. For the CEC service area, the Upper Midwest, Consumer Energy city-gate is the reference price; for the MichCon service area, the Upper Midwest MichCon city-gate is the reference price; for the SEMCO facilities not serviced by Northern Natural Gas Company and for the MGU service area, the Upper Midwest, ANR Pipeline ML7 is the reference price; for the SEMCO facilities serviced by the Northern Natural Gas Company pipeline the reference index price will be Midpoint Average, others, Northern, demark or other pricing point as defined in a Transaction Confirmation.

“Imbalance Charges” means any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter’s balance or nomination requirements.

“Interruptible” means that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in section 5.c related to its interruption after the nomination is made to the Transporter and until the change in deliveries or receipts is confirmed by Transporter.

“Market Basis” is the difference between the NYMEX Settlement Price and the Gas Price Index for the Point of Delivery for the specified month.

“Market Value” has the meaning set forth in section 11.

“MMBtu” means one million British thermal units, which is equivalent to one dekatherm.

“Month” means the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month.

“Net Settlement Amount” has the meaning set forth in section 12.

“Non-Defaulting Party” has the meaning set forth in section 10.

“NYMEX Settlement Price” means the price established by the New York Mercantile Exchange (NYMEX) at the close of the trading session for the specified month.

“Outside Purchase Volumes” means the quantity of natural gas acquired by the Cooperative outside said agreement but said volumes are delivered during the term of said agreement.

“Payment Date” means a date, as indicated on the Contract, on or before which payment is due Seller for Gas received by Buyer in the previous Month.

“Point of Delivery” means the following City-gates: DTE Energy (MichCon), Consumers Energy Company (CEC), SEMCO Energy Company (SEMCO), and Michigan Gas Utilities

(MGU).

“Pooling Fee” means a fee per MMBtu paid to the Contractor for each MMBtu of gas consumed by the Cooperative within the SEMCO service area (excluding those participants serviced from the Great Lakes Gas Transmission system). The Cooperative does not have an aggregated contract arrangement with the utility company and therefore must utilize the customer pool of the Contractor to meet the daily balancing requirements of SEMCO.

“Pricing Structures” are the combination of the various Risk Management Products that the State of Michigan has executed to determine the cost of natural gas for the customers participating in the gas program. The volume of gas supplied associated with Pricing Structures will be volumes of gas forecasted to be consumed for the period defined in said structure.

“Receiving Transporter” means the Transporter receiving Gas at a Delivery Point, or absent such receiving

Transporter, the Transporter delivering Gas at a Delivery Point.

“Risk Management Products” are a defined block of 10,000 MMBtu (10,000 MMBtu = 1 NYMEX contract) for a specified delivery month and price as outlined in the transaction. The fee for processing said transaction should be incorporated into the cost of the transaction. Examples of such Risk Management Products are Gas Options, Cap Prices, Fixed Prices, etc. These Risk Management Products only apply to forward purchases that are coincidental with gas supply needs of the Program at the time of purchase.

“Scheduled Gas” means the quantity of Gas confirmed by Transporter for movement, transportation or management.

“Seller” means the party delivering Gas.

“Special Pricing Volumes” means those volumes designated from time to time by the Cooperative to be purchased under separate pricing arrangements as agreed to between the Contractor and the Buyer.

Special Pricing Volumes and the associated pricing details are specified in Transaction Confirmations.

“Spot Price “ as referred to in section 4 means the price listed in the publication indicated on the Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point for the relevant Day; provided, if there is no single price published for such location for such Day, but there is published a range of prices, then the Spot Price is the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price is the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first Day for which a price or range of prices is published that next follows the relevant Day.

“State Data” has the meaning set forth in section 35 below.

“Taxes” has the meaning set forth in section 7 below.

“Terminated Transaction” has the meaning set forth in section 10 below.

“Transaction Confirmation” means a document, like Schedule B, setting forth the terms of a transaction formed under section 2 for a particular Delivery Period.

“Termination Option” means the option of either party to terminate a transaction if the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation.

“Transporter” means all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point under a transaction.

“Utility” refers to the local distribution company servicing the participating facilities. For purposes of this Contract, Utility refers to the Consumers Energy Company, DTE Energy (MichCon, DTE Gas Company), SEMCO Energy Company (SEMCO), or Michigan Gas Utilities (MGU).

2. Written Transaction Procedure (No Oral Transactions).

a. The parties will use the following Transaction Confirmation procedure. If the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party must, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI, or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of non-conflicting Transaction Confirmations or the passage of the Confirm Deadline without objection from the receiving party, as provided in section 2.b below.

b. If a sending party’s Transaction Confirmation is materially different from the receiving party’s understanding of the agreement referred to in section 2.a above, such receiving party must notify the sending party via facsimile, EDI, or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a

Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party’s agreement to the terms of the transaction described in the sending party’s Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation is binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations.

c. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party must obtain any necessary consent of its agents and employees to such recording.

3. Duties of Contractor. Contractor must perform the services and provide the deliverables described in this Contract (sometimes referred to as “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 a Contract Change Notice. Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, 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 the same condition 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 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.

4. Performance Obligation—Cover Standard.

a. Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract

Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a transaction.

b. The parties select the Cover Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas is recovery of the following: (i) in the event of a breach by Seller on any Day, payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point, multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day; or (ii) in the event of a breach by Buyer on any Day, payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point, multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day; or (iii) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available, then the sole and exclusive remedy of the performing party is any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller and received by Buyer for such Day. Imbalance Charges may not be recovered under this section, but Seller and Buyer are responsible for Imbalance Charges, if any, as provided in section 5.c. The amount of such unfavorable difference is payable 5 Business Days after presentation of the performing party’s invoice, which must set forth the basis upon which such amount was calculated.

c. Notwithstanding section 4.b above, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties.

d. In addition to section 4.b and section 4.c above, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated.

5. Transportation, Nominations, and Imbalances.

a. Seller has the sole responsibility for transporting the Gas to the Delivery Point. Buyer has the sole responsibility for transporting the Gas from the Delivery Point.

b. The parties must coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter. Each party must give the other party timely prior Notice, sufficient to meet the requirements of all Transporters involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point are greater or lesser than the Scheduled Gas, such party must promptly notify the other party.

c. The parties must use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties must determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer must pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater than or less than the Scheduled Gas, then Seller must pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer.

6. Quality and Measurement. All Gas delivered by Seller must meet the pressure, quality, and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract is one MMBtu dry. Measurement of Gas quantities hereunder must be in accordance with the established procedures of the Receiving Transporter.

7. Taxes—Seller Pays Before and At Delivery Point. Seller must pay all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point and all Taxes at the Delivery Point. Buyer must pay all Taxes on or with respect to the Gas after the Delivery Point. If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes must promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges must furnish the other party documentation to establish same.

8. Invoicing and Payment.

a. Seller must invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month’s billing or as soon thereafter as actual delivery information is available.

b. If payments become due under section 4.c or section 4.d, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated.

c. Unless the parties have elected on the Contract not to make this section 8.c applicable to this Contract, the parties must net all undisputed amounts due and owing, and past due, arising under the Contract such that the party owing the greater amount must make a single payment of the net amount to the other party in accordance with this section 8;

provided that no payment required to be made under the terms of any Credit Support Obligation or under section 8.b is subject to netting under this section.

d. Invoices must conform to the requirements communicated from time-to-time by the State.

All undisputed amounts are payable within 45 days of the State’s receipt. Invoices must include an itemized statement of all charges. The State has the right to withhold payment of any disputed 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. 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 at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. 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 by the State to Contractor under this Contract.

9. Title and Warranty. Unless otherwise specifically agreed, title to the Gas passes from Seller to

Buyer at the Delivery Point. Seller has responsibility for and assumes any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point. Buyer has responsibility for and any liability with respect to said Gas after its delivery to Buyer at the Delivery Point. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims.

Notwithstanding the other provisions of this section 9, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of section 6.

10. Financial Responsibility.

a. If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party (“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y), X may demand Adequate Assurance of Performance. “Adequate Assurance of Performance” means sufficient security in the form, amount and for the term reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or a performance bond or guaranty (including the issuer of any such security).

b. In the event (each an “Event of Default”) either party (the “Defaulting Party”) or its guarantor must: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets;

(vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under section 10.a within 48 hours but at least one Business Day of a written request by the other party; or (viii) not have paid any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; then the other party (the “Non-Defaulting Party”) has the right, at its sole election, to immediately withhold and suspend deliveries or payments upon Notice and to terminate and liquidate the transactions under the Contract, in the manner provided in section 10.c, in addition to any and all other remedies available hereunder.

c. If an Event of Default has occurred and is continuing, the Non-Defaulting Party has the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination under section 11 of all transactions under the Contract, each a “Terminated Transaction.” On the Early Termination Date, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law or that are, in the reasonable opinion of the Non-Defaulting Party, commercially impracticable to liquidate and terminate (“Excluded Transactions”), which Excluded Transactions must be liquidated and terminated as soon thereafter as is reasonably practicable, and upon termination is a Terminated Transaction and which must be valued consistent with section 11 below. With respect to each Excluded Transaction, its actual termination date is the Early Termination Date for purposes of section 11.

11. Early Termination Damages Apply.

a. As of the Early Termination Date, the Non-Defaulting Party must determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under section 4.b), for which payment has not yet been made by the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each Terminated Transaction. The Non-Defaulting Party must

(x) liquidate and accelerate each Terminated Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Terminated Transaction is due to the Buyer under the Terminated Transaction if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable manner as of the Early Termination Date (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions).

b. For purposes of this section 11, “Contract Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the Contract Price, and “Market Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the length of the term and differences in transportation costs. A party may not be required to enter into a replacement transaction to determine the Market Value. Any extension of the term of a transaction to which parties are not bound as of the Early Termination Date (including but not limited to “evergreen provisions”) may not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option under which one party has the right to extend the term of a transaction is considered in determining Contract Values and Market Values. The rate of interest used in calculating net present value must be determined by the Non-Defaulting Party in a commercially reasonable manner.

12. Other Agreement Setoffs Apply.

a. The Non-Defaulting Party must net or aggregate, as appropriate, any and all amounts owing between the parties under section 11, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff (i) any Net Settlement Amount owed to the Non- Defaulting Party against any margin or other collateral held by it in connection with any Credit Support Obligation relating to the Contract; or (ii) any Net Settlement Amount payable to the Defaulting Party against any amount payable by the Defaulting Party to the Non-Defaulting Party under any other agreement or arrangement between the parties.

b. If any obligation that is to be included in any netting, aggregation or setoff under section 12.a is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non- Defaulting Party accounting to the Defaulting Party when the obligation is ascertained.

Any amount not then due which is included in any netting, aggregation or setoff under section 12.a must be discounted to net present value in a commercially reasonable manner determined by the Non-Defaulting Party.

c. As soon as practicable after a liquidation, Notice must be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the Non-Defaulting Party. The Notice must include a written statement explaining in reasonable detail the calculation of such amount, provided that failure to give such Notice must not affect the validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting

Party. The Net Settlement Amount must be paid by the close of business on the second Business Day following such Notice, which date must not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount accrues from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rates” by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

d. The parties agree that the transactions hereunder constitute a “forward contract” within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each “forward contract merchants” within the meaning of the United States Bankruptcy Code.

e. The Non-Defaulting Party’s remedies under this section are the sole and exclusive remedies of the Non-Defaulting Party with respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract.

With respect to this section 12, if the parties have executed a separate netting agreement with close-out netting provisions, the terms and conditions therein prevail to the extent inconsistent here.

13. Term. This Contract may be terminated on 30 Day’s written Notice, but remains in effect until the expiration of the latest Delivery Period of any transaction.

14. 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 DTMB - Procurement 525 W. Allegan Constitution Hall – 1N Lansing, MI 48913 dufoury@michigan.gov

(517) 249-0455

15. 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 DTMB - Procurement 525 W. Allegan Constitution Hall – 1N Lansing, MI 48913 dufoury@michigan.gov

(517) 249-0455

16. 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:

Landmark Energy Consulting, LLC Becki Grabowski 2159 Allen Road Kimball, MI 48074 landmarkec@comcast.net 810-334-6646 Phone 810-984-4824 Fax

17. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all 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-

Version 4 (6/2018) 10 contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) 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

Minimal 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 have their policy endorsed to add “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 07 04 and CG 2037 07 0.

Umbrella or Excess Liability Insurance

Minimal Limits:

$5,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds.

Automobile Liability Insurance

Minimal Limits:

$1,000,000 Per Occurrence

Contractor must have their policy: (1) endorsed to add “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

Minimal Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease.

Environmental and Pollution Liability (Errors and Omissions)

Minimal Limits:

$1,000,000 Each Occurrence $2,000,000 Annual Aggregate

Contractor must have their policy: (1) be applicable to the work being performed, including completed operations equal to or exceeding statute of repose; (2) not have exclusions or limitations related to Transportation (upset overturn, spills during loading or unloading, Hazardous Materials Handling, and Non Owned disposal site liability; and (3) endorsed to add “the State of Michigan, its departments, division, agencies, offices, commissions, officers, employees, and agents” as additional insured.

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.

Version 4 (6/2018) 11

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; 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 or limiting 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).

18. 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.

19. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. 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; (b) make all payments to the subcontractor; and

(c) incorporate the terms and…