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HomeMy WebLinkAbout07 - Amendment to PSA for Oil Well Management ServicesQ SEW Pp�T CITY OF z NEWPORT BEACH c�<,FORN'P City Council Staff Report March 25, 2025 Agenda Item No. 7 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Mark Vukojevic, Utilities Director - 949-644-3011, mvukojevic@newportbeachca.gov PREPARED BY: Joshua Rosenbaum, Senior Management Analyst - (949) 644-3011 josenbaum@newportbeachca.gov TITLE: Amendment to Professional Services Agreement with Sampson Oil Company for Oil Well Management Services ABSTRACT: The Utilities Department oversees the operation of the City of Newport Beach's 16 oil wells. A specialty service contractor is responsible for the daily maintenance, repair and operation of the oil wells and production tank facility. This includes coordinating regulatory agency inspections and compliance, purchasing materials, and managing subcontractor repairs. The Utilities Department is requesting City Council approval to amend and extend the existing agreement with Sampson Oil Company. RECOMMENDATIONS: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and b) Approve Amendment No. Seven to the Professional Services Agreement with Sampson Oil Company for Oil Well Management Services, which extends the contract to June 30, 2026, and increases the contract amount by $750,000, and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: Sampson Oil Company (Sampson) has managed and operated the City's oil fields in West Newport since the 1980s. Its operations and services include daily maintenance, repair, operation and regulatory compliance of the City's 16 oil wells, including one injection well, a production tank facility, and pipelines. Sampson also coordinates regulatory agency inspections, prepares compliance reporting, procures materials, and manages subcontractors for as -needed repairs. With decades of experience, Sampson has the expertise and familiarity necessary for the effective management and operation of the City's oil field. 7-1 Amendment to Professional Services Agreement with Sampson Oil Company for Oil Well Management Services March 25, 2025 Page 2 Over the last three years of the current agreement, the City and Sampson have made significant oil well repairs to increase oil production and maintain compliance with California's new idle well program requirements. During the previous and current fiscal years, expenditures were necessary for regulatory compliance with idle wells and injection wells, replacement of tubing and inner liners, casing repairs, pump and motor replacements, cementing, haul -offs, zone abandonments, rehabilitations, and investigations into underperforming wells. As a result of these efforts, oil well production significantly increased, reaching over 22,000 barrels sold during calendar year 2024; a level not seen since 2017. In June 2024, the California Geologic Energy Management Division issued new regulatory requirements under Senate Bill No. 1137, effectively prohibiting major rehabilitation of existing oil wells, although some maintenance can still be performed. While operations can continue into the near future, without rehabilitation options, cost effectiveness may become negative. Operators, including the City, are encouraged to consider abandoning or decommissioning oil wells. Staff is considering several factors, including public opinion of oil operations, oil operations as legacy (not a core) function for the City, and the slim profit margins. Therefore, staff recommends planning for a systematic and cost-effective shutdown of oil operations. Staff planned to issue a formal request for proposals to hire a new operator, anticipating the near -future retirement of the owner of Sampson. However, based on recent changes in State regulations and discussions with Sampson, staff is now recommending an extension of the existing agreement. Over the next several months, staff will study the best options for abandoning or decommissioning the well field, starting with idle or underperforming wells. Retaining the stability and cost effectiveness of the existing operator, Sampson, is recommended at this time. Staff will return to the City Council for further approvals on a planned shutdown program and changes to the Capital Improvement Program. Sampson will continue the routine management and operations of the City's wells. Sampson's staff and contractors will continue to perform routine repairs, and the contract includes allowances for the purchase of materials and unforeseen repairs performed by subcontractors. Additionally, all necessary time needed by Sampson's administrative and office staff to maintain compliance with State regulations is included. Staff recommends City Council approval of Amendment No. Seven to the Professional Services Agreement with Sampson Oil Company for Oil Well Management Services, extending the contract to June 30, 2026, and increasing the total contract amount by $750,000. FISCAL IMPACT: Sufficient funding for this agreement is included in the adopted Fiscal Year 2024-25 budget and will be drawn from operating funds in the Tidelands Fund (Fund 100). Additional funding has been allocated in the Capital Improvement Program. 7-2 Amendment to Professional Services Agreement with Sampson Oil Company for Oil Well Management Services March 25, 2025 Page 3 Revenues from oil sales help offset expenditures, with net proceeds from oil operations deposited into the Tidelands Fund and the Oil Well Abandonment Fund. Despite increased oil production, profit margins remain limited. Preliminary full -year net revenues for FY 2024-25 are estimated to range between $300,000 and $350,000. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENT: Attachment A — Amendment No. Seven to Professional Services Agreement 7-3 ATTACHMENT A AMENDMENT NO. SEVEN TO PROFESSIONAL SERVICES AGREEMENT WITH SAMPSON OIL COMPANY, INC. FOR OIL WELL MANAGEMENT SERVICES THIS AMENDMENT NO. SEVEN TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Seven") is made and entered into as of this 25th day of March, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SAMPSON OIL COMPANY, INC., a California corporation ("Consultant"), whose address is 301 Ultimo Avenue, Long Beach, CA 90814, and is made with reference to the following: RECITALS A. On July 11, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for oil well management services ("Project"). B. On July 12, 2020, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, to extend the term of the Agreement to July 31, 2022, to increase the total compensation, to update the City's Administration of the Agreement, and to update insurance requirements. C. On June 14, 2022, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to extend the term of the Agreement to July 31, 2023, and to increase the total compensation. D. On March 14, 2023, City and Consultant entered into Amendment No. Three to the Agreement ("Amendment No. Three") to extend the term of the Agreement to July 31, 2024, and to increase the total compensation. E. On October 24, 2023, City and Consultant entered into Amendment No. Four to the Agreement ("Amendment No. Four") to extend the term of the Agreement to September 30, 2024, and to increase the total compensation. F. On June 18, 2024, City and Consultant entered into Amendment No. Five ("Amendment No. Five") to increase the total compensation. G. On July 23, 2024, City and Consultant entered into Amendment No. Six ("Amendment No. Six") to reflect additional Services not included in the Agreement, as amended, to extend the term of the Agreement to March 31, 2025, and to increase the total compensation. H. The parties desire to enter into this Amendment No. Seven to extend the term of the Agreement to June 30, 2026, to allow time for the City to go out to bid for these services, and to increase the total compensation to cover the extension. 7-4 NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2026, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be deleted in its entirety and replaced with the attached Exhibit A incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference, which shall be effective and supersede all prior versions as of the Effective Date of this Amendment No. Seven. Exhibit B to the Agreement, Exhibit B to Amendment No. One and Exhibit B to Amendment No. Seven shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Six Million Four Hundred Eleven Thousand Nine Hundred Sixty Eight Dollars and 001100 ($6,411,968.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Six, including all reimbursable items and subconsultant fees, in an amount not to exceed Seven Hundred Fifty Thousand Dollars and 00/100 ($750,000.00). 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Sampson Oil Company, Inc. Page. 2 7-5 IN WITNESS WHEREOF, the parties have caused this Amendment No. Seven to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 3 / ►q /z By: enC. arp y ds ATTEST: Date: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Joe Stapleton Mayor CONSULTANT: SAMPSON OIL COMPANY, INC., a California corporation Date: By: Renick Sampson Chief Executive Officer, Chief Financial Officer, Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Sampson Oil Company, Inc. Page 3 7-6 EXHIBIT SCOPE OF SERVICES Sampson Oii Company, Inc. Page A-1 7-7 EXHIBIT SCOPE OF SERVICES • DESCRIPTION OF PROJECT o Perform all work necessary to manage, operate, produce, protect and maintain the City owned tideland wells, tank farm, pipelines and related oil production facilities in accordance with good oil field practice and federal, state and local laws, including but not limited to: • Provide qualified, licensed and available staff to complete the Scope of Work ■ Recommend, schedule, coordinate and inspect the work of all oil field service contractors. ■ Keep accurate, daily records of all production, treatment of oil, cut and temperature of oil, deliveries, shipments and field testing; and immediately make available to the City upon request. ■ Schedule, supervise and coordinate the transfer of all oil and gas sold and properly gauge and measure the quantity of oil and gas produced, saved and shipped ■ Keep detailed records and submit signed invoices for all materials, equipment and services that will be reimbursed by the City. ■ Perform individual well" tests at least every six months, indicating rate of production, quantity of oil, and water produced. ■ Furnish all tools required for normal operations. ■ Complete monthly reporting tasks to the Department of Conservation as well as potential annual reporting with the County of Orange. • CORRESPONDENCE o All correspondence shall be addressed to Municipal Operations Director, Municipal Operations Department, City of Newport Beach, 100 Civic Center Drive, PO Box 1768 Newport Beach, California 92660. • STANDARD OF CARE o All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. o All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. Sampson Oil Company, Inc. Page A-2 o Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license -during the term of this Agreement. o Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. • RESPONSIBILITY FOR DAMAGES OR INJURY o City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of.the materials or other things used or.employed in performing the Project or for injury to or death of any person as a result of Consultant's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Consultant, or its subcontractors, or its workers, or anyone employed by either of them. o Consultant shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Consultant's Work on the Project, or the Work of any subcontractor or supplier selected by Consultant. o To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Sampson Oil Company, Inc. Page A-3 7-9 • RECORDS o Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. • WORKING HOURS o The Consultant will submit a work schedule for regularly scheduled and monitored tasks. The work schedule will include the names and contact phone numbers for any Consultant employee that will be working at the City's facilities. Technical Maintenance Requirements • MANAGEMENT TASKS o Perform all work necessary to manage, operate, produce, protect and maintain the City owned tideland wells, tank farm, pipelines and related oil production facilities in accordance with good oil field practice. o Respond to all emergencies and provide for personnel to safely and continuously operate the oil facilities 24 hours a day, 7 days a week. o Provide qualified, licensed and available staff to complete the Scope of Work o Provide the City with detailed recommendations, estimates and technical advice to maintain and improve production, maintenance and security for the oil facilities. o Recommend, schedule, coordinate and inspect the work of all oil field service contractors. o Keep accurate, daily records of all production, treatment of oil, cut and temperature of oil, deliveries, shipments and field testing; and 'immediately make available to the City upon request. o Schedule, supervise and coordinate the transfer of all oil and gas sold and properly gauge and measure the quantity of oil and gas produced, saved and shipped. o Keep detailed records and submit signed invoices for all materials, equipment and services that will be reimbursed by the City. o Perform individual well tests at least every six months, indicating rate of production, quantity of oil, and water produced. o Furnish all tools required for normal operations. Sampson Oil Company, Inc. Page A-4 7-10 • OPERATIONS TASKS o Take & record tank gauge readings daily. o Plan tank management/shipping arrangements and prepare crude for shipping. o Batch treat wells (approximately 40 treatments per week) for mineral buildup and saltwater corrosion. o Perform production well tests to -determine water/oil ratios for each well. o Program and maintain pump off controllers. o Manage the water treatment system including, but not limited to: ■ Order chemicals, ■ Maintain chemical rates, ■ Fill day pots, ■ Keep chemical pumps pumping, ■ Maintain chemical lines and fittings, ■ Maintain the Wemco, ■ Change filter bags when necessary, and ■ Skim the skim tank daily. o Maintain all daily records including, but not limited to: ■ Gage records, ■ Chemical usage, ■ Pump off controller daily runs times, and ■ Injection well rates and volumes. o Manage water injection system. o Manage natural gas system and vapor recovery system. o Check wells and tank farm a minimum of three times a day. o Generate spreadsheet on a monthly basis that tracks production curve and depletion rate. • SUPERVISION AND RELATED ISSUES o Supervise all production rig (repair) work including, but not limited to: ■ Tubing, rod and pump repair, ■ Casing and liner repair, ■ Inner liner installation, ■ Well packer setting, ■ Cementing, and Sampson Oil Company, Inc. Page A-5 7-11 ■ Fishing. o Supervise all drilling rig work. o Supervise all construction work. o Prepare for and attend all meetings related to, but not limited to: ■ Wells, ■ Tank farm, ■ Pipelines, ■ Natural gas, • Hoag hospital • Cogeneration ■ Bitter Point sewage lift station (County Sanitation District of Orange County), ■ Annual AQMD inspections, ■ DOGG (Department of Oil, Gas and Geothermal Resources} inspections, and ■ Fire Department inspections. o DOGG permitting and reporting including, but not limited to: ■ Permit to drill new, redrill, and/or abandon wells, and alter casing. • DESIGN AND ENGINEERING DUTIES o Tank farm alteration including, but not limited to: ■ Crude oil system, ■ Water injection system, • Wemco • Pump sizing • Pipe sizing ■ Natural gas system, • Gas sales o Chart changing o Maintain gas odorant • Cogeneration ■ Vapor recovery system. o Design pump sizes and rod strings. o Design all electrical loads: ■ Motor sizes, Sampson Oil Company, Inc. Page A-6 7-12 ■ Disconnect sizes, ■ Starter sizes, and ■ Wire sizes. o Design and engineer any new wells including, but not limited to: ■ Casing design, ® Liner size, ■ Well head design, and ■ Pumping unit size. • MAINTENANCE o Inspect oil levels (weekly): i Air balance pumping units, ■ Air compressors, Vapor recovery compressor, and Injection pump. o Grease: ■ Wemco (weekly), and ■ Plug valves (semi-annual). o Check high level switches on all tanks (monthly). o Replace odorant (when needed). o Check pressure/vacuum relief valves on all tanks (monthly). o Maintain injection pump: replace packing when needed, add oil when needed, check belts and grease. o Clean Wemco (when needed). o Maintain vapor recovery compressor. o Maintain filter system. o Maintain all air compressors. o Perform minor pipefitting. • REPAIRS o Minor pipe fitting jobs. o Repair minor leaks. o Repair or replace rod rotator cables. o Replace belts on small equipment. • PROJECT MANAGEMENT OF SUBCONTRACTORS Sampson Oil Company, Inc. Page A-7 7-13 o Provide the City with detailed recommendations, estimates and technical advice to maintain and improve production, maintenance and security for the oil facilities. o Consultant, at the City's request or approval of Consultant's recommendation, may be required to subcontract with other contractors, consultants, vendors, or delivery companies for the -purchase of services and/or goods. o The Consultant shall receive invoices for all work at the Oil Fields and process the payments following the guidelines in the below section "Authorization of Work and Invoices". o All subcontractors are required to maintain City approved insurance documents before any work is to be completed at the property. A list of the necessary insurance limits can be found at the bottom of the Scope. o It is the responsibility of the Consultant to ensure that all subcontractors meet the Insurance requirements. o Consultant shall be entitled to reimbursement for the cost of Additional Services performed as set forth, plus a fee not to exceed 10% of the invoice amounts paid by Consultant to subcontractors, consultants; vendors and delivery companies, subject to the annual limit for subcontractors. All original receipts and invoices from the subcontractors, consultants, vendors and delivery companies must be included in the Consultant's invoices. The City reserves the right to not pay for any purchases or work not previously approved by the City. • AUTHORIZATION OF WORK AND INVOICES o Consultant must adhere to the following parameters for authorizing work to subcontractors. o The approval of services to be performed by subcontractors outside of the Scope of the services for this agreement will be based on proposed cost of project. ■ If the proposed project is between �0 to $10,000, the Consultant shall notify the Utilities General Manager or designee. ■ If the proposed project is between $10,001 to $25,000, the Consultant shall be required to submit a minimum of three proposals or a sole source document including the projected cost of the project. No work shall begin until written approval is provided by the Utilities General Manager. ■ If the proposed project is over $25,000, the Consultant shall be required to submit a minimum of three proposals or a sole source document including the projected cost of the.project. No work shall begin until written approval is provided by the Municipal Operations Department Director. PAYMENT FOR INVOICES o Reimbursement for invoices must be submitted to the City within 30-days of Consultant's receipt. o Consultant's invoice must include an itemized list of services including: Sampson Oil Company, Inc. Page A-8 7-14 ■ Subcontractor, if applicable, ■ Well number, ■ Work Performed, and ■ Overhead costs will be a separate item with maximum charge of 10%. • INSURANCE REQUIREMENTS FOR SUBCONTRACTORS o All subcontractors will provide General Liability with endorsements as outlined in the contract with the following limits according to the type of service they provide: ■ Pump Unit Repair $1,000,000 Occurrence ■ Well Maintenance, Well Pulling $5,000,000 Occurrence ■ Misc. Electrical Work $1,000,000 Occurrence ■ Clean Up and Removal of Oil Waste $2,000,000 Occurrence ■ Motor Repairs $1,000,000 Occurrence ■ Tank Repairs $1,000,000 Occurrence ■ Welding, Misc. $2,000,000 Occurrence ■ Testing of Tubes $1,000,000 Occurrence o Clean up and removal of oil waste vendors must also carry Pollution Liability o For all of the above, Aggregate limits should be twice the Occurrence limit or apply specifically to this contract. o All subcontractors will provide Automobile Liability and Workers Compensation with endorsements as outlined in the contract. Sampson Oil Company, Inc. Page A-9 7-15 EXHIBIT B SCHEDULE OF BILLING RATES Sampson Oil Company, Inc. Page B-1 7-16 Sampson Oil Yearly Fee Schedule Effective April 1, 2025 Sampson Oil Company presents the following fee schedule to manage and operate the City of Newport Beach's oil field. This schedule is based on a 365-day work year. Pumper $51,608 Per Year Design and Engineering $6,838 Per Year Rig Supervision $17,602 Per Year Construction Supervision $16,582 Per Year Special Insurance Charges $21,754 Per Year Total Annual Fee for $1.15,224 per year, (Equates to $9,532 per Monthly Service (inclusive of pumper and month + $70 monthly for all other services above) production State reports = $9,602 total per month) ($144,030 for 15-months April 1, 2025, to June 30, April 1, 2025, to June 30, 2026) 2026 Total Allowance for Professional Services, *$605,970 April 1, 2025, to June 30, Ongoing Maintenance & 2026 Repairs *Consultant shall be entitled to reimbursement for the cost of unforeseen maintenance, repairs, and professional services performed as set forth herein, plus- a fee not to exceed ten percent (10%) of the invoice amounts paid by Consultant to subcontractors, subconsultants, sub -vendors, and sub - delivery companies, as set forth herein subject to the annual limit for subcontractors. 7-17