CONTRACT CHANGE NOTICE

Change Notice Number 4 .

to Contract Number 210000000695.

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Avfuel Corporation

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M an ag er

Elyce Babcock , Jordan English MSP

47 W. Ellsworth Road 517-599-5434, 517-335-9900

Ann Arbor, MI 48108 BabcockE@michigan.gov EnglishJ3@michigan.gov

Jay Guilliat – primary contact

Mike Kormos – secondary contact

C on tra ct A dm in is tra to r

Susan Mellon MSP

734-663-6466, ext. 20788

734-663-6466, ext. 20253

517-643-6487 jguilliat@avfuel.com mkormos@avfuel.com

MellonS3@michigan.gov

CV0024358

STATE OF MICHIGAN PROCUREMENT

Michigan State Police 7150 Harris Drive, Dimondale, Michigan 48821 P. O. Box 30634, Lansing, Michigan 48909

CONTRACT SUMMARY

DESCRIPTION: Aviation Fuel (Jet A Turbine Fuel and 100LL Aviation Gasoline)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/03/2021 05/02/2024 Three One-Year Options 05/02/2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net30 Four Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

7,000 gallons Jet A Turbine Fuel and/or 4,000 gallons 100LL Aviation Gasoline

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ One Year ☐ 05/02/2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$659,283.17 0 $659,283.17

Revised 5/03/2016

DESCRIPTION: Effective 05/03/2026, the third and last option year available on this Contract is hereby utilized. In addition, Jet A Turbine Fuel pricing will increase to $0.22765 per gallon plus Weekly Average of Platts US Gulf Coast Jet. All other terms, conditions, and specifications remain unchanged. Per vendor request (email dated 3/2/2026), agency agreement, and State Administrative Board Approval dated 02/25/2025.

Michigan.gov/MiProcurement

SCHEDULE B - PRICING

Contract No. 210000000695 Aviation Fuel

Revised – effective 05/03/2026

1. The pricing schedule for the Contract Activities is listed below.

2. Prices include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

3. No guarantee shall be made as to the number of gallons that may be purchased during the Contract period. Contractor shall be responsible for furnishing any and all quantities required by the State.

Fuel Type “Base Price”

Terminal Choice Price Per Gallon – Tank Wagon Delivery*

Minimum Gallons to Order for a Delivery

Jet A Turbine Fuel (Jet A)

Platts US Gulf Coast Jet*

$0.22765/gallon 7,000

100LL Aviation Gasoline (AvGas)

Lansing Airport Posted Price**

-$0.1400/gallon 4,000

Jet-A with FSII Additive price will be calculated as the weekly average of Platt’s US Gulf Coast Jet 54 Pipeline Mean plus a differential of $0.22765 per gallon. The Platt’s average price will be calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday-Friday, published trading days only) and will be effective for the following Tuesday through Monday period. Price includes delivery charges, but excludes all taxes, fees, intoplane charges and other fees.

100LL pricing is based on Avfuel’s posted airport price for the Capital Region International Airport (KLAN). The posted airport price is established each Monday by Avfuel and is effective for the following Tuesday through Monday period. Contractor will establish the Michigan State Police 100LL price by subtracting $0.1400 per gallon from the posted airport price. The posted airport price includes delivery charges, but excludes all taxes, fees, intoplane charges and other fees.

Change Notice Number 3 .

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M an ag er

Chris Bennett MSP

47 W. Ellsworth Road 517-335-9896

Ann Arbor, MI 48108 BennettC@michigan.gov

Jay Guilliat – primary contact

Mike Kormos – secondary contact C on tra ct A dm in is tra to r

Paula Hurst Thomas MSP

734-663-6466, ext. 20788

734-663-6466, ext. 20253

517-243-9786 jguilliat@avfuel.com mkormos@avfuel.com

HurstP3@michigan.gov

CV0024358

STATE OF MICHIGAN PROCUREMENT

Michigan State Police 7150 Harris Drive, Dimondale, Michigan 48821 P. O. Box 30634, Lansing, Michigan 48909

CONTRACT SUMMARY

DESCRIPTION: Aviation Fuel (Jet A Turbine Fuel and 100LL Aviation Gasoline)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/03/2021 05/02/2024 Three One-Year Options 05/02/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net30 Four Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

7,000 gallons Jet A Turbine Fuel and/or 4,000 gallons 100LL Aviation Gasoline

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ One Year ☐ 05/02/2026

$499,000.00 $160,283.17 $659,283.17

DESCRIPTION: Effective 05/03/2025, the second option year available on this Contract is hereby utilized and funding is added. In addition, Jet A Turbine Fuel pricing will increase to $0.21845 per gallon plus Weekly Average of Platts US Gulf Coast Jet. All other terms, conditions, pricing, and specifications remain unchanged. Per vendor request (email dated 12/17/2024), agency agreement, and State Administrative Board Approval dated 02/25/2025.

Revised – effective 05/03/2025

4. The pricing schedule for the Contract Activities is listed below.

5. Prices include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

6. No guarantee shall be made as to the number of gallons that may be

Price Per Gallon – Tank Wagon Delivery*

Minimum Gallons to

$0.21845/gallon 7,000

100LL Aviation Gasoline (AvGas)

Lansing Airport

Platt’s US Gulf Coast Jet 54 Pipeline Mean plus a differential of $0.21845 per gallon. The Platt’s average price will be calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday-Friday, published trading days only) and will be effective for the following Tuesday through Monday period. Price includes delivery charges, but excludes all taxes, fees, intoplane charges and other fees.

100LL pricing is based on Avfuel’s posted airport price for the Capital Region International Airport (KLAN). The posted airport price is established each Monday by Avfuel and is effective for the following Tuesday through Monday period. Contractor will establish the Michigan State Police 100LL price by subtracting $0.1400 per gallon from the posted airport price. The posted

Change Notice Number 2 .

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Ann Arbor, MI 48108 BennettC@michigan.gov

Jay Guilliat – primary contact

Mike Kormos – secondary contact C on tra ct A dm in is tra to r

Paula Hurst Thomas MSP

734-663-6466, ext. 20788

734-663-6466, ext. 20253

517-243-9786 jguilliat@avfuel.com mkormos@avfuel.com

HurstP3@michigan.gov

CV0024358

STATE OF MICHIGAN PROCUREMENT

Michigan State Police 7150 Harris Drive, Dimondale, Michigan 48821 P. O. Box 30634, Lansing, Michigan 48909

CONTRACT SUMMARY

DESCRIPTION: Aviation Fuel (Jet A Turbine Fuel and 100LL Aviation Gasoline)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/03/2021 05/02/2024 Three One-Year Options 05/02/2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net30 Four Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

7,000 gallons Jet A Turbine Fuel and/or 4,000 gallons 100LL Aviation Gasoline

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ One Year ☐ 05/02/2025

$306,000.00 $193,000.00 $499,000.00

DESCRIPTION: Effective 05/03/2024, the first option year available on this Contract is hereby utilized and funding is added. In addition, Jet A Turbine Fuel pricing will increase to $0.20953 per gallon plus Weekly Average of Platts US Gulf Coast Jet. Also, the Contractor Contact has been updated. All other terms, conditions, pricing, and specifications remain unchanged. Per vendor request (email dated 01/23/2024) and agency agreement.

Revised – effective 05/03/2024

7. The pricing schedule for the Contract Activities is listed below.

8. Prices include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

9. No guarantee shall be made as to the number of gallons that may be

Price Per Gallon – Tank Wagon Delivery*

Minimum Gallons to

$0.20953/gallon 7,000

100LL Aviation Gasoline (AvGas)

Lansing Airport

Platt’s US Gulf Coast Jet 54 Pipeline Mean plus a differential of $0.20953 per gallon. The Platt’s average price will be calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday-Friday, published trading days only) and will be effective for the following Tuesday through Monday period. Price includes delivery charges, but excludes all taxes, fees, intoplane charges and other fees.

100LL pricing is based on Avfuel’s posted airport price for the Capital Region International Airport (KLAN). The posted airport price is established each Monday by Avfuel and is effective for the following Tuesday through Monday period. Contractor will establish the Michigan State Police 100LL price by subtracting $0.1400 per gallon from the posted airport price. The posted

Change Notice Number 1 .

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Pr og

Ann Arbor, MI 48108 BennettC@michigan.gov.

Mike Kormos C on tra ct

Ad in is tra to r Paula Hurst Thomas MSP

800-521-4106, ext 253 517-243-9786 mkormos@avfuel.com HurstP3@michigan.gov

CV0024358

STATE OF MICHIGAN PROCUREMENT

Michigan State Police 7150 Harris Drive, Dimondale, Michigan 48821 P. O. Box 30634, Lansing, Michigan 48909

CONTRACT SUMMARY

DESCRIPTION: Aviation Fuel (Jet A Turbine Fuel and 100LL Aviation Gasoline)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/03/2021 05/02/2024 Three One-Year Options 05/02/2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net30 Four Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

7,000 gallons Jet A Turbine Fuel and/or 4,000 gallons 100LL Aviation Gasoline

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$306,000.00 $0.00 $306,000.00 DESCRIPTION: Effective 05/03/2022, Jet A Turbine Fuel pricing will increase from $0.1810 per gallon plus Weekly Average of Platts US Gulf Coast Jet to $0.2005 per gallon plus Weekly Average of Platts US Gulf Coast Jet. All other terms, conditions, pricing, and specifications remain unchanged. Per vendor request (email dated 03/17/2022) and agency agreement (email dated 03/17/2022).

10. The pricing schedule for the Contract Activities is listed below.

11. Prices include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

12. No guarantee shall be made as to the number of gallons that may be

Price Per Gallon – Tank Wagon Delivery*

Minimum Gallons to

$0.2005/gallon 7,000

100LL Aviation Gasoline (AvGas)

Lansing Airport

Platt’s US Gulf Coast Jet 54 Pipeline Mean plus a differential of $0.2005 per gallon. The Platt’s average price will be calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday-Friday, published trading days only) and will be effective for the following Tuesday through Monday period. Price includes delivery charges, but excludes all taxes, fees, intoplane charges and other fees.

100LL pricing is based on Avfuel’s posted airport price for the Capital Region International Airport (KLAN). The posted airport price is established each Monday by Avfuel and is effective for the following Tuesday through Monday period. Contractor will establish the Michigan State Police 100LL price by subtracting $0.1400 per gallon from the posted airport price. The posted

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000000695 .

between

THE STATE OF MICHIGAN

and

N

TR

A C ag er Chris Bennett MSP

47 W. Ellsworth Road 517-335-9896

Ann Arbor, MI 48108 BennettC@michigan.gov

Mike Kormos

C on tra ct

Ad in is tra to r Paula Hurst Thomas MSP

800-521-4106, ext 253 517-243-9786 mkormos@avfuel.com HurstP3@michigan.gov

CV0024358

CONTRACT SUMMARY

DESCRIPTION: Aviation Fuel (Jet A Turbine Fuel and 100LL Aviation Gasoline)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/03/2021 05/02/2024 Three One-Year Options 05/02/2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 30 Four Business Days ARO

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

7,000 gallons Jet A Turbine Fuel and/or 4,000 gallons 100LL Aviation Gasoline

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $306,000.00

STATE OF MICHIGAN PROCUREMENT

Michigan State Police 7150 Harris Drive, Dimondale, Michigan 48821 P. O. Box 30634, Lansing, Michigan 48909

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

The purpose of this Contract is to provide Aviation Fuel for the Michigan State Police

(MSP).

BACKGROUND

The MSP, Aviation Unit, supports local, state and federal law enforcement agencies with search and rescue efforts, law enforcement support missions, and state of Michigan administrative travel requirements. Jet A Turbine Fuel and 100LL Aviation Gasoline are required to operate MSP aircraft.

SCOPE

Contractor must provide Jet A fuel with additive and 100LL aviation fuel to be gravity transferred into ground tanks owned by the Michigan State Police and located at MSP’s Aviation Unit located at 2615 Port Lansing Road, Lansing, Michigan. The Jet A fuel tank has an 11,000 gallon capacity and the 100LL aviation gasoline tank has a 6,000 gallon capacity.

REQUIREMENTS

1. General Requirements

1.1. Product Specifications

The Contractor must provide the following:

A) Jet A Turbine Fuel meeting ASTM D1655 latest version (Jet A) B) 100LL Aviation Gasoline meeting ASTM D910 latest version (AvGas)

The aviation turbine kerosene to be purchased and sold shall be Jet A, aviation turbine kerosene meeting ASTM Specification D1655 (latest edition). MSP’s Aviation Unit, only orders preblended (pretreated) Jet Fuel. Jet A includes Prist additive and undergoes particulate measurement under ASTM D2276

Aviation gasoline must meet the requirements of the ASTM Specification D910 (latest edition) and shall be grade 100LL as marketed by vendor(s) at or in the vicinity of Lansing, Michigan, at the time of each delivery.

MSP will order on-demand. A minimum of 7,000 gallons of Jet Fuel and/or 4,000 gallons of 100LL aviation fuel will be ordered per occurrence.

Definite specifications: All delivered Jet A and 100LL Aviation Gasoline must conform to the most current ASTM International specifications.

1.2. Recall Requirements and Procedures

In the event product delivered has been recalled, seized, or embargoed and/or has been determined to be misbranded, or adulterated, the Contractor shall be responsible to notify the Contract Administrator and all ordering agencies/entities within two business days after notice has been given. Contractor shall, at the option of the ordering agency, either reimburse the purchase price or provide an equivalent replacement product at no additional cost. Contractor shall be responsible for removal and/or replacement of the affected product within a reasonable time as determined by the ordering agency. At the option of the ordering agency, Contractor may be required to reimburse storage and/or handling fees to be calculated from time of delivery and acceptance to actual removal.

Contractor will bear all costs associated with the removal and proper disposal of the affected product. Failure to reimburse the purchase price or provide equivalent replacement product will be considered a default.

1.3. Quality Assurance Program

Contractor employs a full-time Quality Assurance staff with decades of experience.

They are available for questions 24/7 and provide seminars for Quality Assurance education in addition to training available online at their website www.avfueltraining.com.

1.4. Training

Contractor’s staff delivering aviation fuel must have the proper certification through the Certified Employee Training Program (CETP) for hauling of aviation fuel. Training to include, but not limited to, the following topics:

• How to check tank levels.

• How to recognize and identify leaks.

• How to handle emergencies.

• How to recognize potential hazards.

Contractor shall have a training program for employees as required in the code of federal regulations number 49, part 172.700.

The Code of Federal Regulations Title 49: Transportation Subpart H – Training Paragraph §172.700 – Purpose and scope.

(a) Purpose. This subpart prescribes requirements for training hazmat employees.

(b) Scope. Training as used in this subpart means a systematic program that ensures a hazmat employee has familiarity with the general provisions of this subchapter, is able to recognize and identify hazardous materials, has knowledge of specific requirements of this subchapter applicable to functions performed by the employee, and has knowledge of emergency response information, self-protection measures and accident prevention methods and procedures (see §172.704).

(c) Modal-specific training requirements. Additional training requirements for the individual modes of transportation are prescribed in parts 174, 175, 176, and 177 of this subchapter.

2. Service Requirements

2.1. Timeframes

All Contract Activities must be delivered within four business days from receipt of order.

The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

2.2. Ordering

Orders will be placed via telephone call. Orders will be placed on demand, as needed.

2.3 Quantity

The State is not obligated to purchase in any specific quantity. However, the Contractor agrees to supply all that MSP requires.

2.4 Delivery

Delivery will be expected within four business days upon date of order between the hours of 7:00 a.m. Eastern and 3:00 p.m. Eastern. Delivery will be made at MSP Aviation, 2615 Port Lansing Road, Lansing, Michigan 48906.

Contractor is responsible for delivery of fuel from trucks to MSP underground tanks.

MSP will supply only the tanks. Contractor is responsible for providing all other equipment necessary (hoses, connectors, etc.) to complete delivery. Storage tanks shall be measured and calibrated by MSP Aviation Unit before and after fuel has been transferred into the storage tanks.

Contractors shall supply a list of carriers they intend to use to fulfill this contract as well as contact information for each carrier. If any of the information changes, Contractor shall notify the MSP Aviation Unit of that change within 24 hours.

All delivered fuel must be in compliance with all Michigan laws pertaining to pollution which includes the Michigan Air Pollution act, Act 348 of 1965 and Part 55, Air Pollution Control, of the Natural Resources and Environmental Protection Act, 1994 PA 451, as amended (Act 451). Additionally, all State of Michigan Fuel oils must comply with United States Environmental Protection Agency, Clean Air Act of 1990.

The Contractor will be required to review the specific needs of MSP prior to making initial shipments to ensure compliance with all State and Federal Laws. The Contractor will also be responsible for identification, containment, notification to authorize, cleanup, disposal, and damages associated with any leak or discharge up to and including the State’s hose connection point.

Customer must receive deliveries of aviation fuel in accordance with industry standards.

Any discrepancies in fuel quality must be reported to Contractor immediately.

2.5 Reporting

Quarterly Reports must be emailed to the MSP Program manager within 10 days after the end of each quarter (quarters ending March, June, September, December) and must include the following:

1. Order Date

2. Delivery Date

3. Gallons Delivered

4. Price Per Gallon for that delivery

5. Base Price Terminal

2.6 Meetings

The State may request meetings as it deems appropriate.

3 Staffing

3.1 Contractor Representative

The Contractor must appoint one Dispatcher and one Sales Representative specifically assigned to State of Michigan accounts who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”).

Dispatcher: Sales Representative:

Ben Spence bspence@avfuel.com Mike Kormos mkormos@avfuel.com Or dispatch@avfuel.com

The Contractor must notify the Contract Administrator at least 10 calendar days before removing or assigning a new Contractor Representative.

3.2 Customer Service Toll-Free Number

The Contractor must specify its toll-free number for the State to make contact with the Contractor Representative who must be available for calls during the hours of 7:00 a.m.

to 4:00 p.m., Monday through Friday, at a minimum. Identify customer service availability for this proposal by hours and days of the week.

General Inquiries: Fuel Ordering:

800-521-4106 800-458-0672 Monday-Friday 7:00 am - 6:00 pm Monday-Sunday 7:00 am – 9:00 pm

3.3 Disclosure of Subcontractors

No subcontractors are used in the performance of this Contract.

3.4 Security

The Contractor will be subject the following security procedures: All personnel accessing criminal justice information systems or facilities are required to pass a fingerprint-based background check. Any criminal convictions may result in the vendor being refused access to the facility.

The Contractor’s staff may be required to make deliveries to or enter State facilities. The State may require the Contractor’s personnel to wear State issued identification badges.

4 Pricing

4.1. Price Term

Pricing is firm for the initial one-year period and firm for every additional one-year period after that (“Pricing Period”). The first pricing period begins on the Effective Date.

Adjustments may be requested, in writing, by either party and will take effect no earlier than the next Pricing Period.

4.2. Price Changes

a) Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data;

manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

b) Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

c) The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

4.3. Pricing

The “Mark-up Price” shall be the amount in cents per gallon that the Contractor adds to the “Base Price" to arrive at the final delivered price to a destination. This “Mark-Up Price” shall include all transportation, handling costs, overhead, dye for off-road fuel, inspection fee and profit. No other costs for normal delivery shall be accepted, except for applicable taxes. The Mark-Up Price shall be firm for the initial one-year period of the contract.

Jet-A with FSII Additive pricing will be calculated as the weekly average of Platt’s US Gulf Coast Jet 54 Pipeline Mean plus a differential of $0.1810 per gallon. The Platt’s average price will be calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday-Friday, published trading days only) and will be effective for the following Tuesday through Monday period. Price includes delivery charges, but excludes all taxes, fees, into-plane charges and other fees.

100LL pricing is based on Contractor’s posted airport price for the Capital Region International Airport (KLAN). The posted airport price is established each Monday by the Contractor and is effective for the following Tuesday through Monday period.

Contractor will establish the Michigan State Police 100LL price by subtracting $0.1400 per gallon from the posted airport price. The posted airport price includes delivery charges, but excludes all taxes, fees, into-plane charges and other fees.

In the event market prices are not available for a commodity in a location, the nearest available commodity prices shall be referenced for that location. In event the preferred index price is not published for a period greater than one week, the average rack price indicated in the last published edition shall apply until the next publication is received.

The continued payment of any charges due after September 30th of any fiscal year will be subject to the availability of an appropriation for this purpose.

4.4. Tax Exempt

(a) Sales Tax: The State is exempt from sales tax for direct purchases. The Contractor's prices must not include sales tax. DTMB-Purchasing Operations will furnish exemption certificates for sales tax upon request.

(b) Federal Excise Tax: The State may be exempt from Federal Excise Tax, or the taxes may be reimbursable, if articles purchased under any resulting Contract are used for the State's exclusive use. Certificates showing exclusive use for the purposes of substantiating a tax-free, or tax-reimbursable sale will be sent upon request. If a sale is tax exempt or tax reimbursable under the Internal Revenue Code, the Contractor's prices must not include the Federal Excise Tax.

5 Ordering

5.1 Authorizing Document

The appropriate authorizing document for the Contract will be a Delivery Order.

5.2 Order Verification

The Contractor must have internal controls approved by Central Procurement Services to verify abnormal orders and to ensure that only authorized individuals place orders.

6 Delivery

6.1 Minimum Delivery

The minimum delivery required is 7,000 gallons of Jet A and/or 4,000 gallons of 100LL Aviation Gasoline.

6.2 Delivery Term

Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.

7 Acceptance

7.1 Acceptance, Inspection and Testing

The State will use the following criteria to determine acceptance of the Contract Activities:

Aviation Fuel will be delivered to the ordering entity within four business days after receipt of a purchase order. The delivery location will be noted on the purchase order issued by the ordering entity. Acceptance (transfer of title) will occur upon the inspection and written confirmation by MSP that the fuel delivered conform to the requirements set forth in the Contract. Unless otherwise provided in the Contract, acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

Unless it is an emergency delivery as requested by MSP, delivery is to be during the location’s normal working hours. It is the Contractor’s responsibility to contact MSP to identify acceptable delivery hours.

8 Invoice and Payment

8.1 Invoice Requirements

All invoices must be submitted to the State within five business days of delivery.

Invoices shall consist of an original and one copy and must contain the following information:

• Purchase Order Number

• Date of Sale

• Name and address of seller

• Name and address of purchaser

• Number of gallons purchased

• Delivered Price per gallon: (Mark-up Bid Price plus the Terminal Price)

• Price paid by the contractor at the terminal and the terminal name

A copy of the delivery ticket for each delivery will be provided to MSP by the Contractor’s driver at the time of delivery.

8.2 Payment Methods

The State will make payment for Contract Activities via Electronic Funds Transfer (EFT).

9 Licensing Agreement

There are no licensing agreements applicable to the fuel types specified in Schedule B

– Pricing of this Contract. The Contractor must provide a copy of any applicable licensing agreement, if applicable during the Contract Term.

10 Additional Requirements

10.1 Environmental and Energy Efficiency Product Standards

The Contractor must identify any energy efficient, bio-based, or otherwise environmentally friendly products used in the products. Contractor must include any relevant third-party certification, including the verification of a United States Department of Agriculture certified bio-based product label. Contractor must describe how products that meet these requirements are identified or otherwise labelled.

10.2 Hazardous Chemical Identification

In accordance with the federal Emergency Planning and Community Right-to-Know Act, 42 USC 11001, et seq., as amended, the Contractor must provide a Material Safety Data Sheet listing any hazardous chemicals as defined in 40 CFR §370.2, to be delivered. Each hazardous chemical must be properly identified, including any applicable identification number, such as a National Stock Number or Special Item Number.

The Contractor must identify any hazardous chemicals that will be provided under any resulting contract.

10.3 Mercury Content

Pursuant to MCL 18.1261d, mercury-free products must be procured when possible.

The Contractor must explain if it intends to provide products containing mercury, the amount or concentration of mercury, and whether cost competitive alternatives exist. If a cost competitive alternative does exist, the Contractor must provide justification as to why the particular product is essential. All products containing mercury must be labeled as containing mercury.

10.4 Brominated Flame Retardants

The State prefers to purchase products that do not contain brominated flame retardants (BFRs) whenever possible.

10.5 Spills

Accidental release or spillage during delivery of product by the contractor will result in the contractor being held responsible for all costs of cleanup and disposal of all contaminated soil. Cleanup and disposal must be conducted in accordance with state and federal EPA regulations and guidelines.

Fuel deliveries shall be into tanks designated by MSP personnel. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. MSP personnel shall specifically designate and gauge the available capacity of the tanks into which the fuel shall be unloaded and shall bear all responsibility of spillage or contamination of the fuel after it leaves the end of any properly operating hose provided by Contractor or its shipping agent.

10.5 Damages

The contractor shall be held liable for any damages due to equipment malfunctions that may occur due to furnishing contaminated product, furnishing fuel other than specified, or failure to make deliveries when ordered.

11 Service-Level Agreements (SLAs) The Contractor will be held accountable to meet the requirements and the service level requirements established in this Contract. Service Level Agreements will be reviewed on a quarterly basis and will utilize the Contractor submitted reports.

Service Level Agreements for this Contract will be as follows:

SLA Metric 1. Timely Deliveries

Definition and Purpose

All orders must be delivered within four business days after receipt of order.

The Contractor must ensure that items and quantities delivered are exactly the items, brands, and quantities on the Order Confirmation.

No substitutions will be allowed without prior written permission by Program Manager and a Change Notice executed by the Contract Administrator.

The entire order will be received on the same day unless a partial delivery has been approved in advance by the Program Manager.

Acceptable Standard

1. All deliveries must occur in accordance with the approved delivery schedule for each Facility and Facility Receiving hours.

See Section 2.4.

SLA Metric 1. Timely Deliveries

2. Extenuating circumstances must be communicated by the Contractor to the Program Manager prior to the scheduled delivery date and time.

3. Items, brands, and quantities delivered will match the Order Confirmation exactly.

4. Signed and dated delivery ticket will be provided to Michigan State Police, Aviation Unit at the time of delivery.

5. The entire order must be delivered on the same day unless a partial delivery has been approved in advance by the Program Manager.

6. Orders not received in their entirety, as determined by a review of the Data Sources, will be considered inaccurate.

The acceptable standard is 100% compliance.

Credit Due for Failing to Meet the Service Level Agreements

1. $100.00 may be assessed for each of the first five occurrences of non-compliance in a given calendar year.

2. $500.00 may be assessed beginning with the sixth occurrence of non-compliance and on each occurrence thereafter in a given calendar year.

Extenuating circumstances will be reviewed by the Program Manager before any Service Credits are assessed.

At the discretion of the State, these credits may be applied toward any payable due to the Contractor or be payable directly to the State. Payments made directly to the state will be completed within 10 days of notice of assessment.

1. The pricing schedule for the Contract Activities is listed below.

2. Prices include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

3. No guarantee shall be made as to the number of gallons that may be purchased during the Contract period. Contractor shall be responsible for furnishing any and all quantities required by the State.

Price Per Gallon – Tank Wagon Delivery*

Minimum Gallons to

$0.1810/gallon 7,000

100LL Aviation Gasoline (AvGas)

Lansing Airport

Jet-A with FSII Additive price will be calculated as the weekly average of Platt’s US Gulf Coast Jet 54 Pipeline Mean plus a differential of $0.1810 per gallon. The Platt’s average price will be calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday-Friday, published trading days only) and will be effective for the following Tuesday through Monday period. Price includes delivery charges, but excludes all taxes, fees, intoplane charges and other fees.

100LL pricing is based on Avfuel’s posted airport price for the Capital Region International Airport (KLAN). The posted airport price is established each Monday by Avfuel and is effective for the following Tuesday through Monday period.

Contractor will establish the Michigan State Police 100LL price by subtracting $0.1400 per gallon from the posted airport price. The posted airport price includes delivery charges, but excludes all taxes, fees, intoplane charges and other fees.

M ich igan .gov/MiProcurement

STANDARD CONTRACT TERMS

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This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Avfuel Corporation (“Contractor”), a Michigan Corporation. This Contract is effective on May 3, 2021 (“Effective Date”), and unless terminated, expires on May 2, 2024.

This Contract may be renewed for up to three additional one-year period(s). 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 parties agree as follows:

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 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.

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

Version 11 (10/2020) 25 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:

Paula Hurst Thomas, Buyer MSP Purchasing 7150 Harris Drive Dimondale, MI 48821 Email: HurstP3@michigan.gov Phone: 517-243-9786

Mike Kormos 47 W. Ellsworth Road Ann Arbor, MI 48108 mkormos@avfuel.com 800-521-4106

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:

Paula Hurst Thomas, Buyer MSP Purchasing 7150 Harris Drive Dimondale, MI 48821 Email: HurstP3@michigan.gov Phone: 517-243-9786

Mike Kormos 47 W. Ellsworth Road Ann Arbor, MI 48108 mkormos@avfuel.com 800-521-4106

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:

Chris Bennett MSP Aviation 2615 Port Lansing Road Lansing, MI 48906 Email: BennettC@michigan.gov Phone: 517-335-9896

Mike Kormos 47 W. Ellsworth Road Ann Arbor, MI 48108 mkormos@avfuel.com 800-521-4106

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

Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below. 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

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(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

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate 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 04.

Automobile Liability Insurance Minimum Limits:

$1,000,000 Per Accident

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 Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance Minimum Limits:

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

Environmental and Pollution Liability (Errors and Omissions)

Minimum 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

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Required Limits Additional Requirements 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 cancelled 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 insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within twenty (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 five (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 to 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).

Reserved.

Reserved.

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.

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

Version 11 (10/2020) 28 matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the 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, in its sole discretion, may require the replacement of any subcontractor.

Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor must perform 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. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

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 party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, 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.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

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

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. If the Contract Activities are not fully accepted by the State, 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; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. 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. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by…