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HomeMy WebLinkAboutC-8490-1 - PSA for Oil Well Management ServicesAMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT WITH SAMPSON OIL COMPANY, INC. FOR OIL WELL MANAGEMENT SERVICES THIS AMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Four") is made and entered into as of this 24th day of October, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SAMPSON OIL COMPANY, INC., a California corporation ("Consultant"), whose address is 301 Ultimo Avenue, Long Beach, California 90814, and is made with reference to the following: RECITALS A. On July 11, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for oil well management services ("Project"). B. On July 12, 2020, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, to extend the term of the Agreement to July 31, 2022, to increase the total compensation, to update the City's Administration of the Agreement, and to update insurance requirements. C. On June 14, 2022, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to extend the term of the Agreement to July 31, 2023, and to increase the total compensation. D. On March 14, 2023, City and Consultant entered into Amendment No. Three to the Agreement ("Amendment No. Three") to extend the term of the Agreement to July 31, 2024, and to increase the total compensation. E. The parties desire to enter into this Amendment No. Four to extend the term of the Agreement to September 30, 2024, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: i�94NIT, 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 September 30, 2024, 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 Four Million Seven Hundred Ninety One Thousand Nine Hundred Sixty Eight Dollars and 00/100 ($4,791,968.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Four, including all reimbursable items and subconsultant fees, in an amount not to exceed Five Hundred Thousand Dollars and 00/100 ($500,000.00). 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, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:{Z3 By: k 4o—jnC!f.:Harp 9�S City Attorney �3 ATTEST: Date: AI101, By: W 41��� Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation N'1U CONSULTANT: SAMPSON OIL COMPANY, INC., a California corporation. Date: /Zc� 23 By: �--� Renick Sampson Chief Executive Officer, Chief Financial Officer, Secretary [END OF SIGNATURES Sampson Oil Company, Inc. Page 3 M AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT WITH SAMPSON OIL COMPANY FOR OIL WELL MANAGEMENT SERVICES THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 14th day of March, 2023 ("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 July 11, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for oil well management services ("Project"). B. On July 12, 2020, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, extend the term of the Agreement, increase the total compensation, update the City's Administration of the Agreement, and to update insurance requirements. C. On June 14, 2022, City and Consultant entered into Amendment No. Two to extend the term of the Agreement to July 31, 2023, and to increase the total compensation D. The parties desire to enter into this Amendment No. Three to extend the term of the Agreement to July 31, 2024, 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 July 31, 2024, 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 Four Million Two Hundred Ninety One Thousand Nine Hundred Sixty Eight Dollars and 00/100 ($4,291,968.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Three, including all reimbursable items and subconsultant fees, in an amount not to exceed Seven Hundred Fifty Thousand Dollars and 00/100 ($750,000.00). 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, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: o?/OIL2 By:L) ; ron C. Harp V& y Attorney ATTEST: Date: Se& jp? 3 By.- &Z Ats� 04 ;City Clerk - �-,tIP0 LALIF0� CITY OF NEWPORT BEACH, a California municipal corporation Date: 30/1 �/Z A. 3 By: ��- izsr Noah Blom Mayor CONSULTANT: Sampson Oil Company, a California corporation Date:- (°L 3 EM ------------- Renick Sampson Owner/President Date: I ©1P� 1��45 By: l k Pamela Picard Secretary [END OF SIGNATURES] Sampson Oil Company, Inc. Page 3 0 00 V AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH SAMPSON OIL COMPANY, INC. FOR OIL WELL MANAGEMENT SERVICES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 14th day of June, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SAMPSON OIL COMPANY, INC., a California corporation ("Consultant"), whose address is 301 Ultimo Avenue, Long Beach, California 90814, and is made with reference to the following. - RECITALS A. On July 11, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for oil well management services ("Project"). B. On July 12, 2020, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, extend the term of the Agreement, increase the total compensation, update the City's Administration of the Agreement, and to update insurance requirements. C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to July 31, 2023, and to increase the total compensation NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 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 July 31, 2023, 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 Three Million Five Hundred Forty One Thousand Nine Hundred Sixty Eight Dollars and 00/100 ($3,541,968.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." Sampson Oil Company, Inc. Page 1 The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Seven Hundred Fifty Thousand Dollars and 00/100 ($750,000.00). 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, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: 5- /n 22 CITY OF NEWPORT BEACH, a California municipal corporation D By: 2/"" B ar n a UM oTIGa12Z y At orn y ATTEST: Date: b• By: Leilani I. Brown City Clerk mayor CONSULTANT: Sampson Oil Company, Inc., a California corporation Date:_T� - l^Z 0, "z2 By: Renick Sampson Owner/President Date:` By: �a t,,&L J,�t ia Pamela Picard Secretary [END OF SIGNATURES] Sampson Oil Company, Inc. Page 3 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 12th day of July, 2020 ("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 July 11, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for oil well management services ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, to extend the term of the Agreement to July 31, 2022, to increase the total compensation, to update the City's Administration of the Agreement, and to update insurance requirements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM —S�ctTon-1­of 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 July 31, 2022, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the Agreement and Exhibit B to this Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Million Seven Hundred Ninety One Thousand Nine Hundred Sixty Eight Dollars and 00/100 ($2,791,968.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, Sampson Oil Company Page 1 including all reimbursable items and subconsultant fees, in an amount not to exceed One Million Five Hundred Seventy Eight Thousand Seven Hundred Sixty Eight Dollars and 00/100 ($1,578,768.00). 3. ADMINISTRATION Section 6 of the Agreement is amended in its entirety and replaced with the following: "This Agreement will be administered by the Utilities Department. City's Senior Management Analyst 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." 4. INSURANCE REQIREMENTS Exhibit C, "Insurance Requirements," Section 5(A), is amended in its entirety and replaced with 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. All of the executed documents referenced in this Contract must be returned to City within ten (10) regular City business days after the date on the "Notification of Award." Insurance certificates and endorsements 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 Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time." 5. 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 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: V (► -Z-�o CITY OF NEWPORT BEACH, a California municipal corporation Date: VzYlzoe.v By: By: 4;. r� � or :Aaron C. Harp Will O'Neill City Attorney Mayor ATTEST: ��CONSULTANT: Sampson Oil Company, Date: �&2D a California corporation Date: ��By: By:- zvwn_ Le ani . Brown Renick Sampson City Clerk President U N,►F0RtA Date: (0 I ) lc I By: -, ,,,% Pamela Picard Secretary [END OF SIGNATURES] Attachments: Exhibit B - Schedule of Billing Rates Sampson Oil Company Page 3 EXHIBIT B SCHEDULE OF BILLING RATES Sampson Oil Yearly Fee Schedule Effective July 12, 2020 Sampson Oil Company presents the following fee schedule to manage and operate the City of Newport Beach's oil field. This schedule is based on a 365 -day work year. Pumper $51,608 Per Year Design and Engineering $6,838 Per Year Rig Supervision $17,602 Per Year Construction Supervision $16,582 Per Year Special Insurance Charges $21,754 Per Year Total Annual Fee for $114,384 Per Year ($9,532 per Foreseen Maintenance month) Service Total Allowance for $750,000 Two Years FY2020-21 CIP Project 20M14 (Oil Well Maintenance and Repairs) Total Allowance for *$300,000 * Per Year Unforeseen Maintenance, Repairs, and Professional Services *Consultant shall be entitled to reimbursement for the cost of unforeseen maintenance, repairs, and professional services performed as set forth herein, plus a fee not to exceed ten percent (10%) of the invoice amounts paid by Consultant to subcontractors, subconsultants, sub -vendors, and sub -delivery companies, as set forth herein subject to the annual limit for subcontractors. Sampson Oil Company Page B-1 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 11th day of July, 2017 ("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 July 11, 2020, 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 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 Million Two Hundred Thirteen Thousand Two Hundred Dollars and 001100 ($1,213,200.00), 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 Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, only the billing rates for foreseen maintenance service (inclusive of pumper, design and engineering, rig supervision, construction supervision, and special insurance charges) as set forth in Exhibit B ("Billing Rates") shall be adjusted in proportion to changes in the Consumer Price Index, subject to the maximum adjustment set forth below. Such adjustment shall be made by multiplying the Billing Rates in Exhibit B by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Effective Date. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI -U)", for the Los Angel es -Riverside - Orange County Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in Sampson Oil Company Page 2 such new index. In no event, however, shall the amount payable under this Agreement be reduced below the Billing Rates in effect immediately preceding such adjustment. The maximum adjustment increase to the Billing Rates, for any year where an adjustment is made pursuant to this Section, shall not exceed the Consumer Price Index or 2.0% of the Billing Rates in effect immediately preceding such adjustment, whichever is less. The unforeseen maintenance costs shall not be subject to CPI -U. 4.3 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. 4.4 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. 4.5 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. 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. Sampson Oil Company Page 3 [-mo-A QT1IIkq1G.11CT-1 A11[sP►I This Agreement will be administered by the Municipal Operations Department. City's Director of Municipal Operations - Utilities 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 community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 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. 8.3 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), Sampson Oil Company Page 4 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. 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. iil�d�P]»:7_�I�I► 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. Sampson Oil Company Page 5 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 orfor 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 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, Sampson Oil Company Page 6 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. 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. Sampson Oil Company Page 7 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 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: Sampson Oil Company Page 8 Attn: Director of Municipal Operations - Utilities 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 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 Sampson Oil Company Page 9 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 requesting one from the Department of Industrial Relations. The Consultant 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 Consultant 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. Sampson Oil Company Page 10 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. 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 race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, 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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORN Y'S OFFICE Date: �X z Aaron C. Harp (Ah% OU114111. City Attorney ATTEST: I� Date: 1 By: ` Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, CONSULTANT: Sampson Oil Company, a California corporation Date: t! q h&i,7 By: c Renick Sampson President Date: l `l By:Va�� Pamela Picard 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 EXHIBIT A SCOPE OF SERVICES • DESCRIPTION OF PROJECT o Perform all work necessary to manage, operate, produce, protect and maintain the City owned tideland wells, tank farm, pipelines and related oil production facilities in accordance with good oil field practice and federal, state and local laws, including but not limited to: • Provide qualified, licensed and available staff to complete the Scope of Work • Recommend, schedule, coordinate and inspect the work of all oil field service contractors. • Keep accurate, daily records of all production, treatment of oil, cut and temperature of oil, deliveries, shipments and field testing; and immediately make available to the City upon request. • Schedule, supervise and coordinate the transfer of all oil and gas sold and properly gauge and measure the quantity of oil and gas produced, saved and shipped • Keep detailed records and submit signed invoices for all materials, equipment and services that will be reimbursed by the City. • Perform individual well tests at least every six months, indicating rate of production, quantity of oil, and water produced. • Furnish all tools required for normal operations. • Complete monthly reporting tasks to the Department of Conservation as well as potential annual reporting with the County of Orange. . CORRESPONDENCE o All correspondence shall be addressed to Municipal Operations Director, Municipal Operations Department, City of Newport Beach, 100 Civic Center Drive, PO Box 1768 Newport Beach, California 92660. • STANDARD OF CARE o All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. Sampson Oil Company Page A-1 o All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. o Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. o Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. RESPONSIBILITY FOR DAMAGES OR INJURY o City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Consultant's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Consultant, or its subcontractors, or its workers, or anyone employed by either of them. o Consultant shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Consultant's Work on the Project, or the Work of any subcontractor or supplier selected by Consultant. o To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties') from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and/or willful acts, errors Sampson Oil Company Page A-2 and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). RECORDS o Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. • WORKING HOURS o The Consultant will submit a work schedule for regularly scheduled and monitored tasks. The work schedule will include the names and contact phone numbers for any Consultant employee that will be working at the City's facilities. Sampson Oil Company Page A-3 Technical Maintenance Requirements • MANAGEMENT TASKS o Perform all work necessary to manage, operate, produce, protect and maintain the City owned tideland wells, tank farm, pipelines and related oil production facilities in accordance with good oil field practice. o Respond to all emergencies and provide for personnel to safely and continuously operate the oil facilities 24 hours a day, 7 days a week. o Provide qualified, licensed and available staff to complete the Scope of Work o Provide the City with detailed recommendations, estimates and technical advice to maintain and improve production, maintenance and security for the oil facilities. o Recommend, schedule, coordinate and inspect the work of all oil field service contractors. o Keep accurate, daily records of all production, treatment of oil, cut and temperature of oil, deliveries, shipments and field testing; and immediately make available to the City upon request. o Schedule, supervise and coordinate the transfer of all oil and gas sold and properly gauge and measure the quantity of oil and gas produced, saved and shipped. o Keep detailed records and submit signed invoices for all materials, equipment and services that will be reimbursed by the City. o Perform individual well tests at least every six months, indicating rate of production, quantity of oil, and water produced. o Furnish all tools required for normal operations. 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, Sampson Oil Company Page A-4 • 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, • Tank farm, • Pipelines, • Natural gas, • Hoag hospital • Cogeneration • Bitter Point sewage lift station (County Sanitation District of Orange County), • Annual AQMD inspections, Sampson Oil Company Page A-5 • 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 • Pumping unit size. • MAINTENANCE o Inspect oil levels (weekly): • Air balance pumping units, Sampson Oil Company Page A-6 • 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 Consultant, at the City's request or approval of Consultant's recommendation, may be required to subcontract with other contractors, consultants, vendors, or delivery companies for the purchase of services and/or goods. o The Consultant shall receive invoices for all work at the Oil Fields and process the payments following the guidelines in the below section "Authorization of Work and Invoices". • The receipt, approval, and processing of all invoices related to Oil Field Management and Operations from subcontractors, subconsultants, sub -vendors and sub -delivery companies shall not to exceed $300,000 per agreement year. Sampson Oil Company Page A-7 o All subcontractors are required to maintain City approved insurance documents before any work is to be completed at the property. A list of the necessary insurance limits can be found at the bottom of the Scope. o It is the responsibility of the Consultant to ensure that all subcontractors meet the Insurance requirements. o Consultant shall be entitled to reimbursement for the cost of Additional Services performed as set forth, plus a fee not to exceed 10% of the invoice amounts paid by Consultant to subcontractors, consultants, vendors and delivery companies, subject to the annual limit for subcontractors. • All original receipts and invoices from the subcontractors, consultants, vendors and delivery companies must be included in the Consultant's invoices. The City reserves the right to not pay for any purchases or work not previously approved by the City. • AUTHORIZATION OF WORK AND INVOICES o Consultant must adhere to the following parameters for authorizing work to subcontractors. o The approval of services to be performed by subcontractors outside of the Scope of the services for this agreement will be based on proposed cost of project. ■ If the proposed project is between $0 to $10,000, the Consultant shall notify the Utilities General Manager or designee. • If the proposed project is between $10,001 to $25,000, the Consultant shall be required to submit a minimum of three proposals or a sole source document including the projected cost of the project. No work shall begin until written approval is provided by the Utilities General Manager. • If the proposed project is over $25,000, the Consultant shall be required to submit a minimum of three proposals or a sole source document including the projected cost of the project. No work shall begin until written approval is provided by the Municipal Operations Department Director. • PAYMENT FOR INVOICES o Reimbursement for invoices must be submitted to the City within 30 -days of Consultant's receipt. o Consultant's invoice must include an itemized list of services including: • Subcontractor, if applicable, • Well number, • Work Performed, and Sampson Oil Company Page A-8 • 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 • Well Maintenance, Well Pulling • Misc. Electrical Work • Clean Up and Removal of Oil Waste • Motor Repairs • Tank Repairs • Welding, Misc. • Testing of Tubes $1,000,000 Occurrence $5,000,000 Occurrence $1,000,000 Occurrence $2,000,000 Occurrence $1,000,000 Occurrence $1,000,000 Occurrence $2,000,000 Occurrence $1,000,000 Occurrence o Clean up and removal of oil waste vendors must also carry Pollution Liability o For all of the above, Aggregate limits should be twice the Occurrence limit or apply specifically to this contract. o All subcontractors will provide Automobile Liability and Workers Compensation with endorsements as outlined in the contract. Sampson Oil Company Page A-9 EXHIBIT B SCHEDULE OF BILLING RATES Sampson Oil Yearly Fee Schedule Sampson Oil Company would like to present the following fee schedule to manage and operate the City of Newport Beach's oil field. This schedule is based on a 365 day work year. Pumper $50,596 Per Year Design and Engineering $6,704 Per Year Rig Supervision $17,257 Per Year Construction Supervision $16,257 Per Year Special Insurance Charges $13,586 Per Year Total Annual Fee for $104,400 Per Year Foreseen Maintenance Service *Total Annual Allowance *$300,000 *Per Year for Unforeseen Maintenance, Repairs, and Professional Services *Consultant shall be entitled to reimbursement for the cost of unforeseen maintenance, repairs, and professional services performed as set forth herein, plus a fee not to exceed ten percent (10%) of the invoice amounts paid by Consultant to subcontractors, subconsultants, sub -vendors, and sub -delivery companies, as set forth herein subject to the annual limit for subcontractors. Sampson Oil Company Page B-1 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 City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. 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 Sampson Oil Company Page C-1 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. 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 City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement, 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, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. Sampson Oil Company Page C-2 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. 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 - Sampson Oil Company Page C-3 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, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant'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 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 6/27/17 Dept./Contact Received From: Date Completed: 8/4/17 Sent to: Company/Person required to have certificate: Type of contract: Joan By: Sampson Oil Company All Others Joan Alicia GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 9/23/16-9/23/17 A. INSURANCE COMPANY: St. Paul Fire & Marine Insurance Company B. AM BEST RATING (A-: VII or greater): A++:XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does included): Is it included? not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND CAUTION! (Confirm that loss or liability of the named insured COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No t H. ADDITIONAL INSURED WORDING To INCLUDE (The City its officers, officials, employees and volunteers): Is it include "solely by negligence" wording? included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): EI N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 9/23/16-9/23/17 A. INSURANCE COMPANY: St. Paul Fire & Marine Insurance Company B. AM BEST RATING (A-: VII or greater) A++:XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ® Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 9/1/16-9/1/17 A. INSURANCE COMPANY: State Fund B. AM BEST RATING (A-: VII or greater): N/A C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY INCLUDED WITH GL V BUILDERS, RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Broker of record for the City of Newport Beach Date ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Sheri approved Non -Sudden Pollution included in GL Policy -8/3/17. Approved: Risk Management Date * Subject to the terms of the contract. ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) `� 6/22/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Edgewood Partners Insurance Center (EPIC) 19000 MacArthur Blvd. PH Floor Irvine, CA 92612 CONTACT PHONE (MC No Fall94g 263-0606 FA(AIX No : 949 263-0908 E-MAIL s/ INSURERS AFFORDING COVERAGE NAICN INSURER A: St Paul Fire & Marine Ins. Co. 24767 www.edgewoodlns.com - INSURED Sampson Oil Company P.O. Box 2848 INSURERS: INSURER C: INSURER D: Seal Beach CA 90740 INSURERE: INSURER F COVERAGES CERTIFICATE NUMBER: 36290007 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL JUM SUBR mo POLICY NUMBER POLICY EFF MM/DD/YYYY) POLICY EXP (MMIODIyYYYl LIMITS A a/ COMMERCIAL GENERAL LIABILITY CLAIMS-MADEDAMAGE 1✓ OCCUR �/ s/ ZLP11P9205016N4 9/23/2016 9/23/2017 EACH OCCURRENCE $ 1,000,000 TO RENTED PREMISES E. D=menoel $ 100,000 MED EXP (Any one person) $ 5,000 ✓ Sudden & Accidental Pollution PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ✓ POLICY ❑JECOT LOC GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMP/OP ADD $ 1,000,000 $ OTHER: A AUTOMOBILE LIABILITY ✓ ✓ ZLP11P9205016N4 9/23/2016 9/23/2017OMBINEDtSINGLE LIMIT $ 1000000 Me acciden, BODILY INJURY (Per person) $ I/ ANY AUTO OWNED AUTOS AUTOS ONLY AUTOS BODILY INJURY (Perawitlten$ ) ✓ HIRED NO"WNED AUTOS ONLY ✓ AUTOS ONLY PROPERTY DAMAGE $ Peramident $ A �/ UMBRELLA LIAR ✓ OCCUR ,/ ,/ ZLP11P9205016N4 9/23/2016 9/23/2017 EACH OCCURRENCE $ 8,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED ✓ I RETENTION $10,000 $ WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANYPROPRIETOR/PARTNERIEXECUTIVEE.L. OFFICERIMEMSEREXCLUDED7 F-1 NIA IPER OTH- STATUTE ER EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory In NH) Ir yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Hired Auto Physical Damage ZLPl lP9205016N4 9/23/2016 9/23/2017 Comprehensive Deductible: $1,000 Collision Deductible: $1,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) The City of Newport Beach, its elected or appointed officers, agents, employees and volunteers are named as additional insured as respects the general liability, but only if required by written contract with the named insured prior to an occurrence. This coverage is primary & non-contributory with that of the certificate holder,per form OG037-0306. Waiver of Subrogation applies in favor of the certificate holder to the general liability and auto liability, per form 00025-0104 attached. Subject to all policy terms and Conditions. No Insured versus insured or cross liability exclusion. '30 Days Notice of Cancellation and 10 Days Notice for Non -Payment of Premium. 30 Day notice endorsement to be Issued by carrier. City of Newport Beach Utilities Dept. 100 Civic Center Drive Newport Beach CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. m B11 richt. reen rvnrl ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 3629DO07 1 2016-17 Master Certificate I Ginny Hattan 1 6/22/2017 2:40:48 PM (PDT) I Page 1 of 4 Sampson Oil Company ZLP11P9205016N4 6/22/2017 ADDITIONAL PROTECTED PERSONS ENDORSEMENT — PERSONS OR ORGANIZATIONS REQUIRED BY WRITTEN CONTRACT FOR INSURANCE — OIL AND GAS COMMERCIAL GENERAL LIABILITY This endorsement changes your Oil And Gas Commercial General Liability Protection. Now Coverage Is Changed There are three changes that are explained below. 1. The following is added to the Who Is Protected For Injury Or Damage section. This change adds certain protected persons and limits their protection. Additional protected persons required by written contract for insurance. All persons or organizations that you agree in a written contract for insurance to add as additional protected persons under this agreement are protected persons only for covered bodily injury or property damage that results from your work, to which that written contract for insurance applies, for any of those persons or organizations. However, all persons or organizations that you agree in a written contract for insurance to add as additional protected persons under this agreement are also protected persons for the following bodily injury, property damage, or personal injury, but only if that written contract for insurance specifically requires those persons or organizations to be covered for such bodily injury, property damage, or personal injury: • Covered personal injury that results from your work, to which such written contract for insurance applies, for any of those persons or organizations. • Covered bodily injury or property damage that results from your completed work, to which such written contract for insurance applies, for any of those persons or organizations if such bodily injury or property damage happens before the end of the period of time for which the written contract for insurance specifically requires that coverage or before this agreement ends, whichever is earlier. • Covered bodily injury, property damage, or personal injury that results from the ownership, maintenance, or use of a premises, site, or location, to which such written contract for insurance applies, if that premises, site, or location is owned by, or rented or leased from, any of those persons or organizations and is part of your oil or gas operations at, on, or in any oil or gas lease site. Covered bodily injury, property damage, or personal injury that results from your maintenance, operation, or use of machinery or equipment, to which such written contract for insurance applies, if that machinery or equipment is rented or leased from any of those persons or organizations. Covered bodily injury, property damage, or personal injury that results from your work, to which such written contract for insurance applies, that any of those persons or organizations are performing for you. Covered bodily injury or property damage that results from your work which is completed, to which such written contract for insurance applies, that any of those persons or organizations performed for you if such bodily injury or property damage happens before the end of the period of time for which the written contract for insurance specifically requires that coverage or before this agreement ends, whichever is earlier. But no person or organization that you agree in a written contract for insurance to add as an additional protected person under this agreement and that is an architect, engineer, or surveyor is a protected person for bodily injury, property damage, or personal injury that results from the performance of or failure to perform architect, engineer, or surveyor professional services. In addition, all persons or organizations that you agree in a written contract for insurance to add as additional protected 0GO37 Rev. 3-06 Endorsement v 2006 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 2 36290007 1 2016-14 Master Certificate 1 Gi My Hattan 1 6/22/2017 2:40:48 PM (POT) I Page 2 of 4 - persons under this agreement are protected persons only for the lesser of: • the limits of coverage required by that written contract for insurance; or • the limits of coverage available under this agreement. law, regulation, or rule by you, any person or organization that you agree in a written contract for insurance to add as an additional protected person under this agreement, or anyone acting on your or that person's or organization's behalf. Written contract for insurance means 3. The following replaces the third that part of any written contract or paragraph of the Primary or excess other agreement in which you agree to insurance section, but only for this purchase or maintain insurance provided endorsement. This change limits coverage by this agreement if such contract or for certain additional protected persons. agreement: • was made before; and • is in effect when; the event begins or the offense is committed. Additional protected person may also be called an additional insured in the written contract for insurance. 2. The following replaces the fifth paragraph of the Pollution injury or damage exclusion, but only for this endorsement. This change excludes coverage. Also, we won't apply this exclusion to bodily injury or property damage that results from a sudden and accidental pollution incident which: • begins while this agreement is in effect; • takes place at, on, in, or from a protected person's premises or a Protected person's work site, other than a waste site; • doesn't result from pollution work by or for any protected person or others, other than pollution work for which the Pollution clean-up costs are covered under the Pollution clean-up costs section of this agreement; and • doesn't result from any intentional and willful violation of any governmental We'll also apply this agreement as excess insurance over the part or parts of any primary or excess other insurance that provide coverage for any person or organization that you agree in a written contract for insurance to add as an additional protected person under this agreement. However, if you specifically agree in that written contract for insurance that this insurance must be primary to, or non-contributory with, other insurance issued directly to that person or organization, we'll apply this agreement as primary insurance for damages for injury or damage covered by the Additional Protected Persons Endorsement - Persons Or Organizations Required By Written Contract For Insurance that are incurred by that person or organization, and we won't share those damages with that other insurance. But we'll still apply this agreement as excess insurance over the part or parts of any primary or excess other insurance that provide control of well pollution bodily injury or property damage coverage and apply to those damages. Other Terms All other terms of your policy remain the same. 0G037 Rev. 3-06 Page 2 of 2 v 2006 The St. Pgg1 Trpyglg� Companies, Inc. All Rights Reserved 36290007 2016-17 Master Certificate hinny Hattan 6/22/2017 2:90:98 PM (FLfT) PagS i dP A p g Sa"MKIWOKMIG ITS OF RECOVERY ENDORSEMENT — ZLP11P9205016N4 PERSONS OR ORGANIZATIONS REQUIRED BY WRITTEN CONTRACT OR AC -VT — OIL AND GAS COMMERCIAL GENERAL LIABILITY This endorsement changes your General Rules. How Coverage Is Changed The following is added to the Recovering Damages From A Third Party section. This change confirms that we waive our right of recovery, before the loss, against certain persons or organizations for certain payments we make under your Oil And Gas Commercial General Liability Protection. We waive, before the loss, any right of recovery we may have against any person or organization that you agree in a written contract or agreement to waive for any payment we make under your Oil And Gas Commercial General Liability Protection for: • covered injury or damage, pollution clean- up costs, or medical expenses that result from your ownership, maintenance, or use of any premises that you rent, lease, or borrow from others, or own; • covered injury or damage that results from your products, your work, or your completed work; • covered medical expenses that result from your work; • covered pollution clean-up costs that result from your work or your completed work; 6/22/2017 • covered injury or damage, pollution clean- up costs, or medical expenses that result from your oil and gas operations; or • covered injury or damage or medical expenses that result from your other business activities. The part of the written contract or agreement that requires the waiver of right of recovery must be made before and be in effect when: • the covered bodily injury or property damage happens; • the sudden and accidental pollution incident that results in covered pollution clean-up costs begins; • the offense that causes the covered personal injury or advertising injury is committed; or • the event that causes the bodily injury that results in covered medical expenses begins. Other Terms All other terms of your policy remain the same. 0G028 Rev. 1-04 Printed in U.S.A. Endorsement o 2004 The St. Paul Travelers Companies, Inc. All Rights Reserved 36390007 1 2016-17 Vaster cercificace I ctnvy Hattan 1 6/22/2017 2:40:98 PM (PDT) I Page 4 of 4 Page 1 of 1 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach.* Date Received: 6/27/17 Dept./Contact Received From: Joan Date Completed: 8/4/17 Sent to: Joan By: Alicia Company/Person required to have certificate: Sampson Oil Company Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 9/23/16-9/23/17 A. INSURANCE COMPANY: St. Paul Fire & Marine Insurance Company B. AM BEST RATING (A-: VII or greater): A++:XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? M Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT—please attach M Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) M Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) M Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? M Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? M Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes M No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): M N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A M Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 9/23/16-9/23/17 A. INSURANCE COMPANY: St. Paul Fire & Marine Insurance Company B. AM BEST RATING (A-: VII or greater) A++:XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? M Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): M N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A M Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A M Yes ❑ No