HomeMy WebLinkAbout07 - Amendment to the PSA for Oil Well Management Services �tiW PORT
CITY OF
NEWPORT BEACH
City Council Staff Report
October 13, 2015
Agenda Item No. 7
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: George Murdoch, Municipal Operations Director
949-644-3011, gmurdoch(cDnewportbeachca.gov
PREPARED BY: Rachell Wilfert, Management Specialist
PHONE: 949-644-3010
TITLE: Amendment No. One to the Professional Services Agreement with
Sampson Oil Company for Oil Well Management Services
ABSTRACT:
Sampson Oil Company has managed and operated the City's oil fields in West Newport
since 1984. Sampson's services includes daily maintenance, repair and operation of the
City's sixteen (16) oil wells, production tank facility, and production lines; coordination of
regulatory agency inspections and compliance; purchasing of materials; and managing
subcontractor repairs.
The Municipal Operations Department is requesting City Council approve an
amendment to the existing agreement with Sampson Oil for compensation and to
extend the term limit in order to ensure the continued maintenance of the City's oil wells
and production of oil while the City reviews the future its of oil well operations.
RECOMMENDATION:
Authorize the Mayor and City Clerk to enter into Amendment No. One to the
Professional Services Agreement with Sampson Oil Company to increase
compensation for an amount not to exceed $720,000 and extend the term of the
agreement for an additional 18 months.
FUNDING REQUIREMENTS:
The current adopted budget includes sufficient funding for this Professional Services
Agreement from the Oil and Gas Tidelands Fund account in the Municipal Operations
Department.
Amendment No. One to the Professional Services Agreement with Sampson Oil
Company for Oil Well Management Services
October 13, 2015
Page 2
DISCUSSION:
Sampson Oil Company (Sampson) has managed and operated the City's oil fields and
West Newport since 1984. That service includes daily maintenance, repair and
operation of the City's sixteen (16) oil wells, the production tank facility, and production
lines. Sampson also coordinates regulatory agency inspections and compliance,
purchases materials and manages subcontractors that perform as-needed repairs.
Sampson is required to follow City policies in acquiring proposals for materials, entering
into agreements with subcontractors, processing invoices, paying for services, and
obtaining proper insurance coverage for work being done. Sampson is required to seek
City approval prior to any purchase or service following the schedule outlined in the
scope of the agreement.
The current agreement with Sampson expires December 31, 2015, with a total amount
not to exceed $120,000. Municipal Operations staff recognizes repairs that need to be
made to the oil wells to maintain service; however, under the current agreement we are
unable to begin the repairs until the contract amount is increased.
In order to continue to maintain the operation of the City's oil wells, the Municipal
Operations Department is requesting to extend the term of the current agreement with
Sampson Oil to June 30, 2017, and increase the amount of the contract through an
amendment while the City reviews which direction it will move with oil well operations in
the future.
Sampson Oil has agreed to maintain the current cost for operation services at $95,840
per fiscal year.
Oil Well Operations Services Cost
Mar 2015— Oct 2015— July 2016—
Service Sept 2016* June 2016 June 2017 Total
Operation Services $ 47,920 $ 63,893 $ 95,840 $ 207,653
As-Needed Services $ 72,080 $ 115,267 $ 325,000 $ 520,331
Total Amount of Amended Agreement $ 720,000
*Services already rendered and paid.
The budgeted amount for as-needed services reflects the not to exceed limit under the
terms of the agreement. The total amount of compensation for as-needed services will
vary depending on the actual work completed. The increase in compensation aligns with
the amount of funds already available in the budget. The total operation services plus
as-needed repairs will not exceed $720,000 per the terms of the amendment.
Amendment No. One to the Professional Services Agreement with Sampson Oil
Company for Oil Well Management Services
October 13, 2015
Page 3
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).
ATTACHMENTS:
Attachment A — Amendment No. One to the Professional Services Agreement with
Sampson Oil Company for Oil Well Management Services
Attachment B — Professional Services Agreement with Sampson Oil Company for Oil
Well Management Services
ATTACHMENT A
AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH SAMPSON OIL COMPANY FOR
OIL WELL MANAGEMENT SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 13th day of October, 2015
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and SAMPSON OIL COMPANY, a
California corporation ("Consultant"), whose address is 301 Ultimo Avenue, Long Beach
California 90814, and is made with reference to the following:
RECITALS
A. On March 30, 2015, City and Consultant entered into a Professional Services
Agreement ("Agreement") for Consultant to provide oil well management services
("Project").
B. City desires to enter into this Amendment No. One to extend the term of the
Agreement to June 30, 2017, and to increase the total compensation.
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, 2017, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONSULTANT
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 Seven
Hundred Twenty Thousand Dollars and 00/100 ($720,000.00), 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. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed Six
Hundred Thousand Dollars and 00/100 ($600,000.00).
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3. 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]
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IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY' OFFICE a California municipal corporation
Date: q1eq /S Date:
By: I (�*• By:
Aaron C. Harp CMA ovI411K Edward D. Selich
City Attorney Mayor
ATTEST: CONSULTANT: Sampson Oil Company, a
Date: California corporation
Date:
By: By:
Leilani I. Brown Renick Sampson
City Clerk Owner/ President
Date:
By:
Pam Pickard
Secretary
[END OF SIGNATURES]
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ATTACHMENT B
PROFESSIONAL SERVICES AGREEMENT
WITH SAMPSON OIL COMPANY FOR
OIL WELL MANAGEMENT SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 30th day of March, 2015 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and SAMPSON OIL COMPANY, a California corporation ("Consultant'), whose
address is 301 Ultimo Avenue, Long Beach, California 90814, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide oil well management services
('Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2015, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work'). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
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performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand-delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 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 One Hundred
Twenty Thousand Dollars and 00/100 ($120,000.00), 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.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
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Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Renick Sampson to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non-key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Municipal Operations Department.
City's Utilities General Manager or designee shall be the Project Administrator and shall
have the authority to act for City under this Agreement. The Project Administrator shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 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 with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
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8.2 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 the highest professional standard.
8.3 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.
8.4 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.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (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, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
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be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint-venture or syndicate or co-tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
or joint-venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
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.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
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borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Utilities General Manager
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Renick Sampson
Sampson Oil Company
301 Ultimo Avenue
Long Beach, CA 90814
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26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non-defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. PREVAILING WAGES
Pursuant to the applicable provisions of the Labor Code of the State of California,
not less than the general prevailing rate of per diem wages including legal holidays and
overtime Work for each craft or type of workman needed to execute the Work
contemplated under the Agreement shall be paid to all workmen employed on the Work
to be done according to the Agreement by the Consultant and any subcontractor. In
accordance with the California Labor Code (Sections 1770 et seq.), the Director of
Industrial Relations has ascertained the general prevailing rate of per diem wages in the
locality in which the Work is to be performed for each craft, classification, or type of
workman or mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (415) 703-4774, and
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requesting one from the Department of Industrial Relations. The Contractor is required
to obtain the wage determinations from the Department of Industrial Relations and post
at the job site the prevailing rate or per diem wages. It shall be the obligation of the
Contractor or any subcontractor under him/her to comply with all State of California
labor laws, rules and regulations and the parties agree that the City shall not be liable
for any violation thereof.
29. STANDARD PROVISIONS
29.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
29.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
29.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
29.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
29.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
Sampson Oil Company Page 10
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29.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
29.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
29.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Sampson Oil Company Page 11
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: 3/,70/L S Date: Shlyz
By: �� By: g
Aaron C. Harp GM o3iiHis Dave Kft
City Attorney City Manager
ATTEST: CONSULTANT: Sampson Oil Company, a
Date: California corporation
_ / Date:
By: 1111/ �. K/rurV "v By: — �_
Leilani I. Brown Renick Sampson
City Clerk President
EWp
Date:
U� Z
By: �
9'�/kORN%P Pam Pickard
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Sampson Oil Company Page 12
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EXHIBIT
SCOPE OF SERVICES
Sampson Oil Company Page A-1
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• 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 Utilities General Manager, Municipal
Operations Department, City of Newport Beach, PO Box 1768, Newport Beach,
California 92658-8915.
• 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 with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards' shall mean those standards of practice recognized by one (1) or more
first class firms performing similar work 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 the highest professional standard.
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,
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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 Contractor's performance of the Services required
hereunder; or for damage to property from any cause arising from the
performance of the Project by Contractor, or its subcontractors, or its workers,
or anyone employed by either of them.
o Contractor 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 Contractor's Work on the Project, or
the Work of any subcontractor or supplier selected by Contractor.
o To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (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 Contractor's presence or activities conducted on
the Project (including the negligent and/or willful acts, errors and/or omissions
of Contractor, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
• RECORDS
o Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and
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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 Contractor will submit a work schedule for regularly scheduled and
monitored tasks. The work schedule will include the names and contact phone
numbers for any Contractor employee that will be working at the City's facilities.
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Technical Maintenance Requirements
• MANAGEMENTTASKS
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.
• 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,
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• 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
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,
• Tankfarm,
Pipelines,
• Natural gas,
• Hoag hospital
• Cogeneration
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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,
• 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
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Pumping unit size.
o MAINTENANCE
o Inspect oil levels (weekly):
• 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
o Provide the City with detailed recommendations, estimates and technical advice
to maintain and improve production, maintenance and security for the oil
facilities.
o Contractor, at the City's request or approval of Contractor's recommendation,
may be required to subcontract with other contractors, consultants, vendors, or
delivery companies for the purchase of services and/or goods.
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o The Contractor 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".
• The receipt, approval, and processing of all invoices related to Oil Field
Management and Operations from contractors, consultants, vendors and
delivery companies shall not to exceed $120,000 per agreement year.
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 Contractor to ensure that all subcontractors meet
the Insurance requirements.
o Contractor 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 Contractor to subcontractors, consultants, vendors and delivery companies.
• All original receipts and invoices from the subcontractors, consultants,
vendors and delivery companies must be included in the Contractor'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 Contractor 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 contractor shall
notify the Utilities General Manager or designee.
• If the proposed project is between $10,001 to $25,000, the Contractor
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 Contractor 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
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o Reimbursement for invoices must be submitted to the City within 30-days of
Contractor's receipt.
o Contractor's invoice must include an itemized list of services including:
• 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.
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EXHIBIT B
SCHEDULE OF BILLING RATES
Sampson Oil Company Page B-1
7-29
Due to the reduction in oil prices, Sampson Oil Company, Inc.
will revert back to pre-2010 pricing.
Fee Schedule as of 3/5/2015 '
Pumper $48,450.00 Per Year
Design and Engineering $ 3,315.00 Per Year
Rig Supervision $ 9,956.00 Per Year
Construction Supervision $ 9,956.00 Per Year
Maintenance& minor repair $ 9,662.00 Per Year
operations (formally
Addendum)
Special Insurance Charge $13,661.00 Per Year
Total Annual Fee maintenance $95,000.00 Per Year
services
Contractor shall be entitled to reimbursement for the cost of Additional Services
performed as set forth in, plus a fee not to exceed 10% of the invoice amounts paid by
Contractor to subcontractors , consultants, vendors and delivery companies, as set forth
herein ("Contractor's Fee").
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EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non-owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Sampson Oil Company Page C-1
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D. Pollution Liability Insurance. Consultant shall maintain a policy providing
Consultant's pollution liability ("CPL") coverage with a total limit of liability
of no less than $5,000,000 per loss and $5,000,000 in the aggregate per
policy period. Claims-made policies require a 10-year extended reporting
period. The CPL policy shall include coverage for cleanup costs, third-
party bodily injury and property damage, including loss of use of damaged
property or of property that has not been physically injured or destroyed,
resulting from pollution conditions caused by contracting operations.
Coverage as required in this paragraph shall apply to sudden and non-
sudden pollution conditions resulting from the escape or release of smoke,
vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste
materials, or other irritants, contaminants, or pollutants. The CPL shall
also provide coverage for transportation and off-Site disposal of materials.
The policy shall not contain any provision or exclusion (including any so-
called "insured versus insured" exclusion or "cross-liability" exclusion) the
effect of which would be to prevent, bar, or otherwise preclude any insured
or additional insured under the policy from making a claim which would
otherwise be covered by such policy on the grounds that the claim is
brought by an insured or additional insured against an insured or
additional insured under the policy.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
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5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non-Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
Sampson Oil Company Page C-3
7-33
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
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