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HomeMy WebLinkAboutC-6255 - PSA for Oil Well Investigation Abandonment Consulting and Construction ManagementAGREEMENT PROFESSIONAL SERVICES FOR OIL WELL INVESTIGATION ABANDONMENT CONSULTING AND CONSTRUCTION MANAGEMENT THIS AGREEMENT is made and entered into and effective as of this 311 `T day of August 1992, by and between the City of Newport Beach, a municipal Corporation, hereinafter referred to as "CITY ", and Sampson Oil Company, a California Corporation, hereinafter referred to as "CONSULTANT ". WITNESSETH: WHEREAS, the "CITY proposes to do certain field investigations and excavations near 4313 Channel Place, Newport Beach, and; WHEREAS, the field investigation may require oil and gas well abandonment and expertise in supervising such work, and; WHEREAS, the "CITY" has requested a proposal for such consulting and field expertise and construction management for investigating and working with oil and gas production related field equipment and operations, and; WHEREAS, "CONSULTANT" has agreed to provide the required services as outlined herein below at an hourly rate, and; WHEREAS, the "CITY" desires to accept said proposal; NOW THEREFORE, in consideration of the foregoing, it is mutually agreed and understood that: GENERAL A. "CITY" engages "CONSULTANT" to perform the described services for the consideration hereinafter stated. B. "CONSULTANT" agrees to perform the described services in accord with the terms and conditions hereinafter set forth. C. "CONSULTANT" agrees that all services required hereunder shall be performed under his /her direct supervision. II. SERVICES TO BE PERFORMED BY CONSULTANT "CONSULTANT" shall provide the following listed professional and construction management services to "CITY ". A. Observe field personnel and equipment activities in the course of their efforts to excavate and expose certain underground piping and appurtenances to determine if those underground items are associated with an abandoned oil well. B. Provide advice and direction to field personnel in the event that an abandoned oil well is discovered. C. Assist with the field work as necessary to safely backfill or re- abandon the subsurface facilities causing the localized ground surface settlement. D. Act as a liaison with the City's Building Department staff geologist and consult on appropriate actions. E. Act as a liaison with the State of California, Division of Oil & Gas staff personnel to evaluate the discoveries and the recommended course of action. F. Provide written reports or summaries of the findings and recommendations and the actual work performed in the field. III. DUTIES OF THE CITY In order to assist the "CONSULTANT" in the execution of his responsibilities under this Agreement, "CITY" agrees to provide the following: A. Provide any background information, reports or "As- Built" drawings as may be available or are in existence, which may be germane to the field investigation. B. The "CITY" shall be responsible for and obtain any required permits from the governing agencies to perform the field investigation. C. The "CITY" shall provide personnel and equipment and materials necessary to carry out the field investigation and any abandonment activities that are deemed viable and necessary to complete the abandonment. 2 IV. OWNERSHIP OF DOCUMENTS Original drawings, reports, notes, maps and other documents relating to this contract shall become the exclusive property of "CITY" and may be reproduced as deemed necessary by "CITY" or its duly authorized representative. No report, drawing, map, document or other data given to or prepared or assembled by "CONSULTANT" pursuant to this Agreement shall be made available to any individual or organization by "CONSULTANT" without prior written approval by "CITY ". V. RIGHT OF TERMINATION A. "CITY" reserves the right to terminate this Agreement at any time by giving "CONSULTANT" three (3) days' prior written notice. Notice shall be deemed served when delivered personally or upon deposit in the United States mail, postage prepaid, addressed to the "CONSULTANT'S" business office at 301 Ultimo Avenue, Long Beach, California 92814 B. If this Agreement is terminated for any other reason, CITY agrees to compensate "CONSULTANT" for the actual services performed up to the effective date of the "Notice of Termination ", on the basis of the hourly rate contained herein. VI. SUBCONTRACTORS AND ASSIGNMENT A. None of the services included in this Agreement shall be contracted or subcontracted without prior written approval of "CITY ". B. "CONSULTANT" shall not assign or transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of "CITY'; provided, however, that claims for money due or to become due "CONSULTANT" from "CITY" under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be promptly furnished to "CITY ". VII. PAYMENT A. In consideration for the performance of the specified services, "CITY" hereby agrees to compensate "CONSULTANT" on an hourly basis at the rate of $75.00 per hour. 3 B. The contract amount shall be paid to "CONSULTANT" in monthly partial payments based on the amount earned each month based on the actual hours of labor expended as determined by the Utilities Director for "CITY ". IX. RECORDS "CONSULTANT" shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by "CITY" that relate to the performance of the services specified under this Agreement. All such records shall be maintained in accord with generally accepted accounting principles and shall be clearly identified and readily accessible. "CONSULTANT" shall provide free access to the representatives of "CITY" or its designees at all proper times to such books and records, and gives "CITY" the right to examine and audit same, and to make transcripts therefrom as deemed necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. X. HOLD HARMLESS "CITY" shall indemnify and hold harmless, "CONSULTANT ", its, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable costs of litigation, regardless of the merit or outcome of any such claim or suit, arising from or in any manner connected to any errors, negligent acts, omissions, or work conducted pursuant to this Agreement or arising from or in any manner connected to persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies thereto. XI. WAIVER A waiver by "CITY" 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 different character. XII. COST OF LITIGATION If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the court may adjudge to be reasonable cost of litigation. 11 XIII. 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 hereof. Any modification of this Agreement will be effective only by written execution signed by both "CITY" and "CONSULTANT ". IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the first date above written: APPROVED AS TO FORM: CITY OF NEWPORT BEACH, a municipal corporation i Rob, fn Flory K6virJJ rphy Assistant City Attorn City Manager . "CITY" SAMPSON OIL COMPANY a California corporation Renick Sampson President "CONSULTANT" Address and Telephone: City of Newport Beach Sampson Oil Company 3300 Newport Boulevard 301 Ultimo Avenue Post Office Box 1768 Long Beach, California 90814 Newport Beach, California 92658 -8915 (310) 834 -3301 (714) 644 -3011 k,