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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). Sampson Oil Company Page 1 7-4 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] Sampson Oil Company Page 2 7-5 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] Sampson Oil Company Page 3 7-6 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 7-7 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. Sampson Oil Company Page 2 7-8 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. Sampson Oil Company Page 3 7-9 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. Sampson Oil Company Page 4 7-10 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 Sampson Oil Company Page 5 7-11 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. Sampson Oil Company Page 6 7-12 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 Sampson Oil Company Page 7 7-13 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 Sampson Oil Company Page 8 7-14 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 Sampson Oil Company Page 9 7-15 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 7-16 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 7-17 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 7-18 EXHIBIT SCOPE OF SERVICES Sampson Oil Company Page A-1 7-19 • 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, 7-20 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 7-21 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. 7-22 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, 7-23 • 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 7-24 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 7-25 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. 7-26 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 7-27 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. 7-28 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"). 7-30 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 7-31 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. Sampson Oil Company Page C-2 7-32 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. Sampson Oil Company Page C-4 7-34