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HomeMy WebLinkAboutContracts & Agreements_141-2025AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of the supply and delivery of unleaded and diesel fuel ('`Agreement") is made and entered in this 1" day of July, 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Merrimac Petroleum, Inc. dba Merrimac Energy Group, a California corporation ("Contractor"). City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Contractor agree as follows: ARTICLE I —ENGAGEMENT OF CONTRACTOR 1.1 City hereby engages Contractor to perform the supply and delivery of unleaded and diesel fuel services for City (the "Services"). 1.2 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Set -vices to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONTRACTOR 2.1 The Services that Contractor shall perform are more particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by this reference. 2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the performance of this agreement including, but not limited to, any applicable State prevailing wage taws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City shall make available to Contractor information in its possession that may reasonably assist Contractor in performing the Services. 3.2 City designates Tabitha Crocker, Facilities & Community Services Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 — PERFORMANCE OF SERVICES 4.1 The Services shall commence on July 1, 2025. Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by this reference. IAcmo\AgreemvmAMerrimac Petroleum, Inc. dba Merrimac Energy (Fleet Fuel) Agreement FY25-0097.doex-ms 4.2 The term of this Agreement shall be for a period of one (1) year commencing on July 1, 2025, and ending on June 30, 2026, (the "Initial Term"). The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term. The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement. 4.3 If Contractor's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City Council -adopted policy for the same. It shall be the obligation of Contractor to obtain a copy of such policy from City staff. ARTICLE 5 — PAYMENTS TO CONTRACTOR 5.1 The compensation for Contractor's performance of the Services shall not exceed the amount of Three Million Six Hundred Thousand Dollars ($3,600,00.00). For the Initial Term and each Extended Term, City shall pay Contractor on a time and materials basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "B," titled "Price and Fee Bid," which is attached hereto and incorporated herein by reference. 5.2 Contractor shall submit an invoice to City upon completion of the Services. City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice. 5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: CITY CONTRACTOR City Clerk Mary I-Iazelrigg, Owner City of Redlands Merrimac Petroleum, Inc. dba Merrimac 35 Cajon Street Energy Group RO. Box 3005 (mailing) 3738 Bayer Ave. Suite 204 Redlands, CA 92373 Long Beach, CA 90808 jdonaldson@cityofredlands.org mhazelrigg@merrimacenergy.net (909)798-7531 (562)420-6000 2 I;\emo\AgreementslMerrimac Petroleum, Inc, dbu Merrimac Energy (Fleet Fuel) Agreement FY25-og97.dccx-ms ARTICLE 6—INSURANCE AND INDEMNIFICATION 6.1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services. Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor. Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self -insured or exempt from the workers' compensation laws of the State of California. Contractor shall execute and provide City with Exhibit "C," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services. B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. C. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self- insurance maintained by City. 6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services. ARTICLE 7 — CONFLICTS OF INTEREST 71 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services. Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 3 Bomo%AgreementsWerrimac Petroleum, Inc. dim Merrimac Energy (Fleet Fuel) Agreement FY25-0097.doex-ms 7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor: A. Does not make a governmental decision whether to: (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and, in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 7.3 In the event City determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk, ARTICLE 8 — GENERAL CONSIDERATIONS 8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party. 8.2 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement. 8.3 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth. Contractor shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation. I:kmolAgreementsWerrimac Petroleum, Inc, dba Merrimac Energy CFleet Fuel) Agreement FY25.0097.doex-ms 8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than ten (10) days prior written notice to Contractor of City's intent to terminate. If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor. Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, drawings, specifications, reports, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services. Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Contractor. 8.6 _ This Agreement; including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor. 8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. 8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. l:1cmo\Agreements\Merdnmc Petroleum, Ina dba Merrimac Energy (Fleet Fuel) Agreement FY25.0091docx-ms IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement. CITY OF REDLANDS B� Y Mario Saucedo, Mayor ATTEST: ne Donaldson, City Cleric MERRIMAC PETROLEUM, INC. dba Merrimac Energy Group By:1►.. LIIIIAO�- _ 1 4r U b 1Acmo\AgreementslMerrimac Petroleum, Inc, dba Merrimac Energy (Flcet Fuel) Agreement FY25-0097.doex-ms EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish and use, at their own expense, all materials, labor tools, equipment, supplies and transportation to provide services required under the Agreement. Fuel products include unleaded gasoline and diesel fuel which shall be delivered on an as -needed basis to City locations specified herein. The City currently purchases, and Contractor shall be required to provide, the following types of fuel products: Gasoline Diesel Fuel 87 Regular Unleaded CARB ETH Ultra -Low Sulfur CARB Diesel (clear) The quoted markup (markup or discount) offered shall remain firm throughout the contract period, although City may receive the benefit of any rebates, allowances, or other price reduction incentives offered to customers of Contractor, including any pass -through incentives from the refineries. No upward price adjustment shall be due Contractor, when a Contractor delay beyond the 24- hour notice, causes a price increase after City places an order, unless Contractor's failure to make earlier delivery results from causes which are beyond the control of and without fault of Contractor. Pricing shall be based on a variable price (Oil Price Information Service — Closing OPIS) tied to a published index (Unbranded Average for the Inland Empire Area, Colton) plus Contractor's positive or negative price differential. Contractor shall be licensed in accordance with all applicable laws, rules and regulations, including but not limited to those promulgated in the California Business and Professions Code and by the California Air Resources Board. Contractor shall possess all necessary and applicable licenses required to transport motor vehicle fuels as may be issued by the State of California Department of Motor Vehicles (DMV) and the United States Department of Transportation (US DOT). Adequate Resources: Contractor shall have adequate office and personnel resources for responding to City's needs, including, but not limited to, telephone coverage Monday -Friday during the hours of 8:00a.m. through 5:00p.m. Contractor shall provide the first and last names and telephone number(s) of the person(s) to be contacted during City's normal working hours for order placement and resolution of contract issues. Contractor shall also provide the names of three (3) individuals, with home telephone numbers, cell phone numbers and pager numbers who may be contacted in the event of emergencies. I:4emdAgrcements\Merrimac Petroleum, Inc. On Merrimac Energy (Fleet Fuel) Agreement FY25-0097.doex-ms Contractor shall insure that all employees dealing directly with City with regard to the supply of Fuel Products are fully aware of all contract provisions, including the requirements of City and the obligations of Contractor. All of Contractor's drivers shall be familiar with all City fueling locations and the delivery and the unloading requirements for each site. Contractor shall provide a dedicated account manager who shall be assigned to handle all contract issues, including the ordering and invoicing for same. Equipment: Contractor's equipment and vehicles shall be in good and safe working order and all personnel shall be trained in safety measures to preclude accidents endangering City personnel and property. Contractor shall have adequate and appropriate equipment for the delivery of goods on proposed contract. All vehicles used by Contractor in fulfilling the terms of the contract shall meet all applicable federal and state requirements for such vehicles, including US DOT, DMV and Caltrans codes and regulations and the State of California Emission Inspection Program. All dispensing and measuring equipment shall be tested and certified in accordance with the State of California Business and Professions Code Division 5, Article 6 and shall meet the requirements of the California Air Resources Board. All delivery vehicles and dispensing equipment shall meet all current Federal and State requirements related to vapor recovery. Contractor's equipment shall be compatible with City facilities, including, but not limited to, pumping equipment if needed, for filling underground fuel tanks and all of Contractor's personnel shall be experienced and properly trained to safely and efficiently operate all of the equipment to be used in fulfillment of the contract. Fuel Specifications: All fuel to be delivered on any order under the contract shall be homogenous and free of foreign matter and impurities and shall remain so in normal storage. The gasoline and diesel to be furnished under the contract shall meet, and conform to, all applicable ANSI and ASTM standards and the provisions of the Federal Clean Air Act (latest revision) as well as the applicable rules, regulations and requirements of the United Sates Environmental Protection Agency (USEPA), the California Air Resources Control Board (CARS), the California Department of Food and Agriculture Division of Measurement Standards and the San Joaquin Valley Air Pollution Control District (APCD) related to motor vehicle fuel standards. The gasoline and diesel must be of a quality equal to similar products furnished to the refiner's retail service stations. Enhancers, such as alcohol, for the purpose of increasing octane are not acceptable. Diesel fuel provided shall meet ASTM Standard 975-97 and shall be Ultra -Low Sulfur CARB Diesel (clear). Diesel fuel shall contain any required additives necessary to prohibit the growth of bacteria and algae during storage (fuel and water-soluble biocide). Other additives such as water dispersants, corrosion inhibitors and detergents shall be added in accordance with best industry practices. Failure to comply with the requirements of this section shall, at the option of the Fleet Supervisor, be deemed sufficient reason for rejection of any lot of fuel delivered, and Contractor 8 lAcmolAgreementslMordmac Petroleum, Inc. dba Merrimac Energy (Fleet Fuel) Agreement FY25-0097.4ocx-ms shall, at no expense to City, remove that fuel from the tank(s) and shall perform whatever services that shall be necessary to restore the tank(s) and other equipment to an operable condition to the full satisfaction of City. Further, Contractor shall make full restitution for the quantities of fuel known to have been in the tank(s) immediately prior to the delivery of the rejected lot of fuel, and for any damage to the equipment or vehicles that may have occurred from use of the rejected fuel. Ordering Procedure and Delivery: One (1) gallon of fuel shall be equal in volume to one (1) fluid gallon or 231 cubic inches at a standard temperature of sixty (60 degrees Fahrenheit, as defined by the United States Bureau of Standards. Contractor shall be required to provide both truck and trailer and bobtail service in order to access all City fueling sites. A City authorized fleet representative will notify contractor of the need for fuel. Contractor shall provide fuel delivery within twenty-four (24) hours of notification by City. Under periods of extreme usage, delivery may be required within a twenty-four (24) hour period. City's normal working hours are 8:00 a.m. to 5:00 p.m., Monday through Friday; however, City is open (24) hours for deliveries, Monday through Sunday, unless special arrangements are made with the individual fueling sites prior to delivery. Prior to off-loading City requests Veeder-Root ticket(s) to be printed and must match oft -loading gallons. All deliveries resulting from this contract shall be F.O.B. Destination to City sites. Note: City's fueling locations have employees on site for extended hours. After award of contract, Contractor may be allowed to make routine deliveries outside of City's normal working hours on a site -by - site basis if agreeable to the representative for each site. Automatic deliveries may also be arranged at the sole discretion of the fueling sites. For all deliveries not accomplished within twenty-four (24) hours, City reserves the right to procure the product(s) elsewhere and may bill Contractor the difference between the contract price and the actual purchase price, or any variation thereof, as liquidated damages, or City may deduct the difference in price from any monies due, or which may become due to Contractor. Failure to deliver within twenty-four (24) hours on more than one occasion may be grounds for contract termination without further cause. City reserves the right to deny access to City property any delivery vehicles leaking fuel or other hazardous materials. Contractor will be notified of such denied access and shall make delivery of the denied load within one (1) working day of notification with a City approved vehicle. Ordering procedures may change when it is deemed in the best interest of City and Contractor shall adapt to changes as required by City. Emergency Deliveries: Deliveries requested outside of City's regular working hours of 8:00 a.m. to 5:00 p.m., Monday through Sunday shall be considered emergency deliveries, unless Contractor and City have agreed in advance to a routine delivery schedule encompassing the hours outside of normal working hours. Additionally, deliveries shall not be considered emergency deliveries if the after- Benno\AgreementsWerrimae Petroleum, Inc. den Merrimac Energy (Fleet Fuel) Agreement IMS-0097.docx-ms hours delivery is due to Contractor failure to make a routine delivery of fuel within the normal working hours or if Contractor has made prior special arrangements for a routine after-hours delivery. City shall endeavor to keep emergency deliveries to a minimum. However, in the event of an emergency, delivery shall be completed within twenty-four (24) hours of receipt of the request for emergency delivery. Contractor shall be allowed an additional payment for emergency deliveries. This cost shall be stated as per hour cost (plus cost of fuel), as noted on the Price and Fee Bid. Provisions of the contract shall in no way prohibit City from making an incidental purchase from another contractor for the same commodities as listed herein and emergency purchases may be obtained from contract contractor or other sources in order to best serve the interests of City. Delivery Ticket/Manifest A delivery ticket (BOL) shall accompany each shipment. Fax and/or e-mail delivery tickets to Larry Alms, Senior Administrative Assistant at (909) 747-7657, lalms@cityofrediands.org. Alternate a -mails may be added at City's option. A legible signature and printed name of the designated City representative is to be obtained and recorded on the delivery ticket at the time of the delivery. Unsigned tickets may not be left at the delivery location and it shall be the driver's responsibility alone to insure that a delivery ticket has been signed. Invoices for payment, for which there is not a signed delivery ticket, may not be authorized for payment. Emergency deliveries may be excluded. Failure to provide a delivery ticket with each shipment may be grounds for termination of the contract without further cause. Spillage and Cleanup: Contractor shall be responsible for all spillage and damage which may occur during loading, transit and unloading operations. In the event of a spill or damage to property, Contractor shall immediately notify City's representative at the corresponding delivery location. Damages to property and spills caused by Contractor must be corrected immediately. Cleanup shall be performed in accordance with USEPA and State of California requirements. Any costs for repair of damage or correction of spillage performed by City due to Contractor's failure to make timely or satisfactory repairs, corrections or cleanup of spills shall be charged back to Contractor or deducted from monies owed to Contractor. Demurrage: Up to one -hour of"standing time" shall be allowed at no charge for the purpose of unloading. Contractor may assess demurrage charges, if the Contractor is unable to begin unloading fuel within one hour after the scheduled arrival at City of Redlands site due to delays caused by City operations. Demurrages charges shall apply in increments of one -quarter (1/4) hours. 10 l:\emoWgreements\Merrimac Petroleum, Ine. dba Men•imac Energy (Fleet Fuel) Agreement FY25-0097.duex-ma EXHIBIT "B" PRICE AND FEE BID UNLEADED FUEL A. Unleaded Fuel: Bulk Purchase Full Truckload 8,000 + Gallons PPO Discount Per Gallon minus COLTON RACK $-0.1999 Mark-up Per Gallon(plus) COLTON RACK $0,0000 Delivery Charge $0.0333 B. Unleaded Fuel: Bulk Purchase Less than Full Truckload 2,500 — 7,99 PG Discount Per Gallon minus COLTON RACK $-0.2059 Mark-u Per Gallon(plus) COLTON RACK $0.0000 Delivery Charge $0.0333 C. Unleaded Fuel: Bulk Purchase Less than Full Truckload (less than 2,500) PPG Discount Per Gallon minus COLTON RACK $-0.2059 Mark-upPer Gallon (plus)COLTON RACK _ 0.000 Delivery Charge $0.0333 DIESEL FUEL D. Diesel Fuel: Bulk Purchase Full Truckload 8,000 + Gallons PPG Discount Per Gallon minus COLTON RACK $-3459 Mark-up Per Gallon (plus) COLTON RACK $0.000 Delivery Charge $.0179 E. Diesel Fuel: Bulk Purchase Less than Full Truckload 2,500 — 7,999 PPG Discount Per Gallon minus COLTON RACK -0.0889 Mark-up Per Gallon(plus) COLTON RACK $0.000 Delivery Charge $0,0379 F. Diesel Fuel: Bulls Purchase Less than Full Truckload less than 2,500 PPG Discount Per Gallon minus COLTON RACK $0.0889 Mark-up Per Gallon(plus) COLTON RACK $0.000 Delivery Charge $.0854 11 IftemONAgreemcntsWerrimac Petroleum, Inc. dba Merrimac Energy (Fleet fuel) Agreement FY25.0097.docx-ms C}X1wU7:1-Iyi Q WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE x I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. Merrimac Petroleum, Inc, dba Merrimac Energy Group By: Date: June 17, 2025 Mai I-Ia Irig , Owne 12 IAcmolAgreementAMerrimac Petroleum, Inc. dba Merritnae Cnergy (Meet Fuel) Agreement PY25-0091doex-ms