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HomeMy WebLinkAboutEvans & Walker - 2019-12-13 Ai%'tl]ND\9ENT NO. 3 T O PROFESSIONAL SI:;RVICES CONTRACT BETWEEN THE CITY 01- HUNTINGLON 13EACI-I AND ['VANS & \VALKER FOR PETROLEUM ENGINEERING CONSULTING SERVICES THIS A\4ENDIMENT is made and entered into by and between the CITY 01" HUNTINGTON BEACH. a California nwnicipal corporation. hereinafter referred to as "'CITY." and EVANS R WALKER, a corporation hereinafter referred to as "CONSULTANT ' \VI-WREAS. CITY and CONSULTANT arc parties to that certain agreement. dated December 13, 2019 entitled "Professional Services Contract Between the City of' Huntington Beach and Evans R Walker for Petroleum Engineering Consulting Services." which agreement shall hereinafter be reterred to as the "Original Agreement." and CITY and CONSUL PANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT- and the additional compensation to be paid in consideration thereof by CITY to CONSUL:PANT, NOW. THEREFORE. it is agreed by CITY and CONSULTANT as follows: I. ADDITIONAL CONIPENSATION In consideration ol-the additional services to be performed, CITY agrees to pay CONSULTANT. and CONSULTANT agrees to accept From CITY as Ihll payment for services rendered. an additional sum not to exceed Eight Thousand Five Hundred Dollars (58.500) in addition to the original sum of Twenty Thousand Five 1-1Undred Dollars ($20.500). for a new total not to escecd T\yenty Thousand live Hundred Dollars ($29,000). 21-10245/266188 1 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on 5, P—tOT 8 6�0, / , 2021. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of EVANS & WALKER California I�LJ�QcA_ BY: Director/Chief H q a1)t (PwTuanr To HBAC f3.03.rW) it.G rQs y LtJ a�t:t52 ITS. (ckvk � printMMM"����Pm APPROVED AS TO FORM: AND =� By: City Attorney At[/ kezS- �e�E --f Date prim no= 1 reams)Smmwy/ChidFinr idortbv/AwL RECEIVE AND FILE: 9W4 , City Clerk Date 21-10245/266198 2 , WALKENG-01 SI �RQ CERTIFICATE OF LIABILITY INSURANCE 21"" I 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: It the corUBoata holder Is an ADDITIONAL INSURED,the pollcy(las)must how ADDITIONAL INSURED provlslons or he andorsed. If SUBROGATION IS WAIVED, au blect to the terms and condlll°+m of the policy,cartadn po0clas may require an andareamont. A statamont on this carlNlcale don not Confer rights to the car(I holder In Bau of euah andaneman a. FROm1rSR KHT Insurance r 817 336-2721 No 817 870.2620 4E21 S Hulan$1,,Suits 120 Fort Worth,TX 10108 W. m iN3uFnmAeLIovds of London INSURED Walker Engineering,Ina.DSA Evans 8 Walker P.O.Box 672 Huntington Beach,CA$2e/8 INIURER F: i CERTIFICATECOVERAGES NUMBER: SO 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 RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TEAMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LPAITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TnroarMUMNCE A.D%IMWM PoUcYNUMBER E Lame CaaYEROAL cum L°Iaan 00 I DE CAM-KA OCCUR T� QVNIADI LOUT PER! � � AUroMOBaa UASUM Ie0 A�KpYEAApLUO DOULY UeoKy IppWAapp AUf®OIa.Y N1i�OtLY . UNEAEW Wa DCCDR eXClSIUA8 CLAaO�W06 Wpq{OEEpO�Cpn�ERNa�Taimm $ VfYMOAIp@pC6EtCLMENT ryOL�°TyCAS u „nI TNe�iRM192GITNa (� n/AEL EACH ' f1L IJ U 6nveauWr .Y A 9 L but EASE-EA EMPLOYEE Pro rte I.teh10 821PEVAND00720 1 8NT020 021 Per Cla 1.000,000 A Prolesslonal Llablll 821PEVAN000720 12111MM 12NBR021 Aggregate 1,00 On (IElCPoFTBN ar OFGATIalr9rLOCAnOHe IYm11Gae(pC011D tat,Adaeoo-1 Ravub eeAsMy eery MaOaNd amen rPru b,gmrad) APPROVED AS TO FORM MICHAEL E.GATES CITY ATTORNEY CITY Of HIINITINGTON BEACH CERTIFICATE SHOULD ANY OF THS ABOVE OESCRIBED POLICWb BE CANCELLED BEFORE Tha City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTCs TILL BE DELIVERED IN 2000 Main Stroet ACCORDANCE WITH THB POLICY PROVISIONS, Huntington Beach,CA 92648 AUUTWORQEO RaPREeaNTATM U.`' ACORD 28(2010/03) 0 1 988-2 018 ACORD CORPORATION. All rlghls reserved. The ACORD name and logo are reglaterad marks at ACORD AMENDMENT NO. 2 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND EVANS & WALKER FOR PETROLEUM ENGINEERING CONSULTING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY,"and EVANS & WALKER, a corporation hereinafter referred to as "CONSULTANT." WHEREAS,CITY and CONSULTANT are parties to that certain agreement, dated December 13, 2019 entitled "Professional Services Contract Between the City of Huntington Beach and Evans& Walker for Petroleum Engineering Consulting Services." which agreement shall hereinafter be referred to as the "Original Agreement,"and CITY and CONSULTANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT and the additional compensation to be paid in consideration thereof by CITY to CONSULTANT, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. ADDITIONAL COMPENSATION In consideration of the additional services to be performed, CITY agrees to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum not to exceed Seven Thousand Five Hundred Dollars ($7,500) in addition to the original sum of Thirteen Thousand Dollars ($13,000), for a new total not to exceed Twenty Thousand Five Hundred Dollars ($20,500). 21-9512/252191 1 2. SCOPE OF WORK Amend Exhibit A, scope of work to include an action plan to abandon the Civic Center lease and associated oil wells and production equipment. 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on April 14 2021. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of EVANS & WALKER California By: Director/Chief (Pursuant To HBMC§3.03.100) print name APPROVED AS TO FORM: ITS: (circle one)Chairmanmmident/vice President AND ' By: City iloomey Date print name ITS: (circle one)Secretary/Chief Financial Oflicer/Assi. RECEIVE AND FILE: Secretary—Treasurer City Clerk <W Date 'Y//2//242/ COUNTERPART 21-9512n52191 2 2. SCOPE OF WORK Amend Exhibit A,scope of work to include an action plan to abandon the Civic Center lease and associated oil wells and production equipment. 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on April 14 2021. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of EVANS & WALKER California By: tlL�- Director/Chief nf� (Pursuant To HBMC§3.03.l00) 1-�E3 z0i`N; Print"Hm APPROVED AS TO FORM: ITS: (circle one)ChaivnmtlPresident/Vim President AND 3 V By: 4.�City Aqtomey sue ., rlU Date grin name ITS: (cirrleare)SeaetarylChiefFinancialOffrcv/Axa. RECEIVE AND FILE: Smrctary—Treasurer City Clerk Date COUNTERPART 21-9512r252191 2 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Evans & Walker shall perform the additional scope of work to address the following components of the Civic Center Lease: 1. Miley Keck Tank Farm (MKTF) - Review MKTF lease to understand notification requirements at end of current term (believed to be 09/30/2024). Identify, interview, and assist City in contracting with oil and gas attorney. Bring attorney up to speed on N(KTF operation and lease and work with attorney to ensure City acts now to minimize potential for remediation at MKTF at end of lease. 2. Transfer line from Civic Center to MKTF — Review City requirements for abandoning line in place versus excavating and removing line. Work with Jaime Pina (contract pumper) to identify qualified contractor that can address either abandon line in place or excavation and remove line. 3. Civic Center Wells — Review the available well histories for the Civic Center 1, 2 and 3. Prepare wellbore diagrams for the three wells. Generate a high level well abandonment plan based on the well histories and wellbore diagrams. Review high level well abandonment plan with Jaime Pina to develop high level cost abandonment for abandonments. Discuss likely outcome of well abandonments with City, focusing on the impact of the outcomes on ability to permit buildings on the site after completion of the abandonments. Work with Jaime Pina to develop well abandonment schedule that spreads cost over several years to avoid a significant hit on City Finances. 4. Civic Center Infrastructure—Work with Jaime Pina to identify potential purchasers of tubing, rods, pumping units and other surface facilities located at the Civic Center. Develop plan for addressing gathering lines located at the Civic Center (based on information gleaned from research into abandonment of transfer line from Civic Center to MKTF). 5. Notifications — Generate a list of entities that need to be notified of imminent abandonment of the Civic Center lease. Develop a plan to make said notifications. 6. Prepare a draft action plan containing the information detailed above. Review this plan with the City and update the plan based on the review. 7. Complete the final action plan on a time and materials basis. The project will be completed at a cost not to exceed $7,500. A rate sheet for Evans & Walker is attached. This estimated cost does not include the attorney costs associated with the MKTF, nor does it include the costs associated with implementing the action plan. �-� WALKENG-01 'COT CERTIFICATE OF LIABILITY INSURANCE D"3r1�0221"° 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 pollcy(les)must haw ADDITIONAL INSURED provisions or be endorsed. N SUBROGATION IS WAIVED, subject to the terms and condt loos of the policy,certain policies may require an endorsement. A statement on this cenlficate does not confer tights to the certificate holder In 08u of such ondomemen B. PFCOMEa 5RUJACT KHT Insurance N E 1: 817 336-2721 MAAx xo. 817 870.2620 4521 9 Hulen SL,Suite 120 Fort Worth,TX 76109 , INSURER(31 AFFOROING COVERAGE NMI iNsuMeft :Lloyds Of London INSURER Walker Engineering,Inc.DBA Evans S Walker POURER C P.O.Box 672 Huntington Beach,CA 92648 wsuREa INSURER F COVERAGES CERTIFICATE NUMBER' RENISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. WSR TYPl OF U19UAANCE AOOL U POLICY NUMBER POU EFP PDUC PXP UWT9 COMNFACe1L GENERAL LIABILDY EACFI=UKREMCE CWMSJMADE ❑OCCUR DA,WDR�K ORff.ENTED N PERSCN&a A" UBR-pT.,W S PER POLICY jC{,T LOC THER AUTOMOeII!DABILItt BINED SINGLE LIMIT ANY AIlfOBOULYW Px C"EO AUTOSOFaYn.S"IIEOILEO AaUpT��O�S ,NEp BODIL aONLYAUTOS i? ^I�RryI E , UMBRELLA UAB E ACh OCCUR RENCE f FJILEWLAS AGGREGATE OED RETEN71 Nf WORKER COOPENSATU TK ANO EMPLOYERS'LuauTY ARMY MOPMREI4E1TaCW'ARTNER/E)tECUTNE 1x�mNaryM NNI� �T MIA E.L PL { Pya r eeaab Meer . ESC� E DISEASE-POLICY LIMIT S A Professional Us bill 80621PEVAN000720 12f812020 121812021 Per Claim 1,000,000 A Professional Llablll B0621PEVAN000720 121812020 12/812021 Aggregate 1,000,000 i DESCRIPTION OP OPERATIONS f LOCATIONS!VEHICLES lAcam/01,Adatlloml Ramuka SCMdulti nuy Da asa[Atl N man space M NMI APPROVED AS TO FORM By: MICHAEL E. GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION ' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Huntington Beach THE EXPIRA ACCORDANCE WITH THE POLICY TION ATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street Huntington Beach,CA 92648 AUniORQEO REPAESENTAINE a4 ACORD 25(2016103) M 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND EVANS & WALKER FOR PETROLEUM ENGINEERING CONSULTING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and EVANS & WALKER, a corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated December !019 entitled "Professional Services Contract Between the City of 13, Huntington Beach and Evans & Walker for Petroleum Engineering Consulting Services." which agreement shall hereinafter be referred to as the "Original Agreement," and CITY and CONSULTANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT and the additional compensation to be paid in consideration thereof by CITY to CONSULTANT, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. ADDITIONAL COMPENSATION In consideration of the additional services to be performed, CITY agrees to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum not to exceed Three Thousand Dollars ($3,000) in addition to the original sum of Ten Thousand Dollars ($10,000), for a new total not to exceed Thirteen Thousand Dollars ($13,000). 20-8503/225279 1 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on &tm/100io , 2020. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of EVANS & WALKER California By: Director/Chief Pursuant To HBMC§3.03.100) print name APPROVED AS TO FORM: ITS: (circle one)Chairman/President/Vice President AND By: City Attorney ate print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer City Clerk Date J1101--20 COUNTERPART 20-8503/225279 2 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed by their authorized officers onj{ij/j(J ,2020. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of EVANS &WALKER California By: Director/Chief Pursrrant To HBMC§3.03./00) print na APPROVED AS TO FORM: ITS: (circle one)Chai— residen ice President AND By: _ ZC_ ,,,�,��. ( -� City Attorney / Kft i LiAL .EfL- Date ITS: (circle o ecretar / ief Financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer City Clerk Date COUNTERPART 20-8503/225279 2 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) The Huntington Beach Fire Department has proposed to enter into a contract with Evans & Walker, a licensed petroleum engineering consulting firm, who shall review the economic feasibility of continued operations of the three City of Huntington Beach oil wells. The primary output of this review will be a written report discussing the operation of the three wells along with a forecast of future cash flow from the wells. The forecast of future cash flow will include forecasts of future production, prices, expenses and production assessments. This forecast of future cash flow will also include information on the remaining oil reserves and economic life of the wells. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: The review shall include, but is not limited, to the following: 1. Rough estimate of tank farm removal and remediation costs. The remediate cost will be estimated for accelerated cleanup (dig and haul contaminated soil offsite for disposal) and longer term onsite bioremediation. 2. Rough estimate of the costs associated with abandonment of the three oil wells. 3. A report that will include a recommendation for either(a) continued operation of the three wells as is; (b) optimization of production and/or means of production followed by continued operation of the wells; (c) optimization of production and/or means of production followed by divestment of the wells; or(d) abandonment of the three wells followed by site remediation and restoration. 4. Additional Scope: 1) Provide estimate of annual cash flow for the options listed below: EXHIBIT A a) Maintain operations for oil production that will include, but is not limited to,the optimal utilization of existing infrastructure, all needed repairs/improvements/maintenance, renegotiation of lease and royalties, attorney fees. b) Sell oil wells that will include, but is not limited to, all needed repairs/improvements, end of lease procedures, tank farm remediation, attorney fees, etc. c) Abandon oil wells and close oil production unit, end of lease procedures, tank farm remediation, attorney fees, etc. d) Place oil wells in idle status with intent to proceed at a later date with Options 4a, 4b, or 4c above. 2) Review draft estimates, as needed. 3) Present findings to City of Huntington Beach and address questions and concerns, as needed. C. CITY'S DUTIES AND RESPONSIBILITIES: City staff shall provide the following: • Monthly oil and gas sales data(volumes, prices, deductions) from January 2018 to the present; • Monthly operating expenses by vendor from October 2017 to the present for the three wells and for the Miley Keck tank farm; • Detailed breakdown of capital expenditures for the City's oil operations; • A meeting with Jaime Pina, the operator that runs the day to day operations of the wells and production facility; • A copy of the Phase I Environmental Site Assessment Report covering the Miley Keck tank farm dated May 27, 1997; • Any additional information that the City believes to be relevant to the review. EXHIBIT A D. WORK PROGRAMUPROJECT SCHEDULE: Evans & Walker shall complete the review on a time and materials basis. The review and report of the economic feasibility study shall be completed no more than one year from the commencement date. EXHIBIT A PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND EVANS & WALKER FOR PETROLEUM ENGINEERING CONSULTING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Evans & Walker, a Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide petroleum engineering consulting services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Thomas Walker who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 19-8266/219405 agree/surfnet/professional sves mayor I of 10 10/12 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on CCC7 zC- /j, 20-1(the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Ten Thousand Dollars ($10,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 19-8266/219405 agree/surfneUprofessional svcs mayor 2 of 10 10/12 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect,defend,indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars 19-8266/219405 agree/surfnet/professional svcs mayor 3 of 10 10/12 ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars($10,000.00)or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: 19-8266/219405 agree/surfnet/professional svcs mayor 4 of 10 10/12 A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense,and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall 19-8266/219405 agree/surfnet/professional svcs mayor 5 of 10 10/12 be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other 19-8266/219405 agree/surfneUprofessional sves mayor 6 of 10 10/12 communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Evans & Walker ATTN: Fire Chief P.O. Box 672 2000 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Attn: Thomas Walker, President 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this 19-8266/219405 agree/surfnet/professional svcs mayor 7 of 10 10/12 Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 19-8266/219405 agree/surfnet/professional svcs mayor 8 of 10 10/12 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this 19-8266/219405 agree/surfnet/professional svcs mayor 9 of 10 10/12 Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral`or in writing between the patties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval'by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF,the parties hereto Have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Evans&Walker California By:�F4 �A I - Director/Chief (Pursuant To HBMC§3 03.100) print name ITS. (circte ogre)Chairmar�E�res�id`en��cc President APPROVED AS TO FORM: AND By: � Wity Attorney print MOM Date ITS: (circle one) ret hief Financial officer/Asst.. secretary-Treasurer RECEIVE AND FILE: COUNTERPART City Clerk Date 19-1126W19445 agmet surlhet/prnthssionat secs mayor 10 of It} 1'Otl2 Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Evans & Walker Ca * o is By: Director/Chief (Pursuant To HB §3.03.100) print name ITS: (circle one)Chairman/President/Vice President APPROVED AS TO FORM: c AND By: oil- ity Attorney print name D to ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer RECEIVE AND FILE: COUNTERPART City Clerk Date �/� .3 47, 19-8266/219405 agree/surfnet/professional svcs mayor 10 of 10 10/12 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND EVANS & WALKER FOR PETROLEUM ENGINEERING CONSULTING SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law .........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date.................................................................................I I EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) The Huntington Beach Fire Department has proposed to enter into a contract with Evans & Walker, a licensed petroleum engineering consulting firm, who shall review the economic feasibility of continued operations of the three City of Huntington Beach oil wells. The primary output of this review will be a written report discussing the operation of the three wells along with a forecast of future cash flow from the wells. The forecast of future cash flow will include forecasts of future production, prices, expenses and production assessments. This forecast of future cash flow will also include information on the remaining oil reserves and economic life of the wells. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: The review shall include, but is not limited, to the following: 1. Rough estimate of tank farm removal and remediation costs. The remediate cost will be estimated for accelerated cleanup (dig and haul contaminated soil offsite for disposal) and longer term onsite bioremediation. 2. Rough estimate of the costs associated with abandonment of the three oil wells. 3. A report that will include a recommendation for either(a) continued operation of the three wells as is; (b) optimization of production and/or means of production followed by continued operation of the wells; (c) optimization of production and/or means of production followed by divestment of the wells; or(d) abandonment of the three wells followed by site remediation and restoration. C. CITY'S DUTIES AND RESPONSIBILITIES: City staff shall provide the following: • Monthly oil and gas sales data(volumes, prices, deductions) from January 2018 to the present; EXHIBIT A • Monthly operating expenses by vendor from October 2017 to the present for the three wells and for the Miley Keck tank farm; • Detailed breakdown of capital expenditures for the City's oil operations; • A meeting with Jaime Pina, the operator that runs the day to day operations of the wells and production facility; • A copy of the Phase I Environmental Site Assessment Report covering the Miley Keck tank farm dated May 27, 1997; • Acopy of the Environmental Site Assessment covering the Miley Keck tank farm dated August 5, 1997; and • Any additional information that the City believes to be relevant to the review. D. WORK PROGRAM/PROJECT SCHEDULE: Evans & Walker shall complete the review on a time and materials basis. The review and report of the economic feasibility study shall be completed no more than one year from the commencement date. EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: See attached Exhibit B B. Travel Charges for time during travel are not reimbursable. C. Billing I. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the 1 Exhibit B information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT BA Fee Schedule Evans & Walker Effective January 1, 2016 Thomas M. Walker (President) Petroleum Engineering Consultant $250 Expert Witness (Court— Hearings — Depositions) $400 Associates & Staff Senior Consultants $200 Petroleum Engineers $150 Technical Assistants $ 75 Secretarial Services $ 50 Initial Assignment: A contract for services and an appropriate retainer will be negotiated depending upon the estimated total cost and duration of the assignment. Billing will be on a monthly basis, due and payable on receipt. Additional (Future) Assignments: Invoices will be submitted monthly or at the end of the job, depending upon duration. Mileage: $0.50 per mile for trips outside of the Los Angeles Basin. Software License Fees: Variable depending upon the software required and the duration of the work assignment. Airfare: Actual coach class cost for locations < 2,000 miles from Los Angeles. Actual business class (or equivalent) for locations > 2,000 miles from Los Angeles. Other Expenses: Outside services and other direct charges are billed at actual cost. WALKENG-01 JACOB ACOROJ�� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/5/2019 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(ies)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). CONTACT PRODUCER NAME: KHT Insurance 4521 S Hulen St.,Suite 120 (AIC,No,Ext):(817)336-2721 HO FAX No):(817)870-2520 Fort worth,TX 76109 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURERA:Lloyds ofLondon INSURED INSURER B: Walker Engineering,Inc.DBA Evans&Walker INSURERC: P.O.BOX 672 INSURER D: Huntington Beach,CA 92648 INSURER E INSURER F: - COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MMIDDIYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO ❑ LOC JECT PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY A RO ED AS TO MRM (Ea accdentSINGLE LIMIT $ ANY AUTO /�, �� BODILY INJURY Per person) $ OWNED SCHEDULED _Jr_ (�/.r� AUTOS ONLY AUTOS y• BODILY INJURY Per accident $ HIRED NON-OWNED MIC AEL E.GATES PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ HC ATTORNEY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liabili B0621PEVAN000719 12/8/2019 12/8/2020 Per Claim 1,000,000 A Professional Liabili B0621PEVAN000719 12/8/2019 12/8/2020 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tY 9 ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 X?� ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EVANS & WALKER Consulting Petroleum Engineers P.O. Box 672— Huntington Beach, California —(714) 658-6060 November 27, 2019 Janet Lockhart Senior Administrative Analyst City of Huntington Beach Fire Department 2000 Main Street Huntington Beach, CA 92648 RE: Proposal for Petroleum Engineering Consulting Services Review of Economic Feasibility of Continued Operations of the City Huntington Beach Oil Wells— Huntington Beach, California Dear Ms. Lockhart: Evans &Walker is well qualified and able to complete a review of the economic feasibility of continued operations of the three City of Huntington Beach oil wells. The primary output of this review will be a written report discussing the operation of the three wells along with a forecast of future cash flow from the wells. The forecast of future cash flow will include forecasts of future production, prices, expenses and production assessments. This forecast of future cash flow will also include information on the remaining oil reserves and economic life of the wells. The review will include a rough estimate of tank farm removal and remediation costs. The remediate cost will be estimated for accelerated cleanup (dig and haul contaminated soil offsite for disposal) and longer-term onsite bioremediation. The review will also include a rough estimate of the costs associated with abandonment of the three oil wells. The report will include a recommendation for either (a) continued operation of the three wells as is; (b) optimization of production and/or means of production followed by continued operation of the wells; (c) optimization of production and/or means of production followed by divestment of the wells; or (d) abandonment of the three wells followed by site remediation and restoration. Evans&Walker will complete the review on a time and materials basis. I (Thomas Walker) will perform all the work required to complete this review. I am a registered Professional Engineer (Petroleum) and have resided in Huntington Beach for over 25 years. A rate sheet for Evans & Walker is attached. The project, including the written report and a meeting to discuss the contents of the report, will be completed at a cost not to exceed $10,000. Evans &Walker will need the following to perform the review: • monthly oil and gas sales data (volumes, prices, deductions)from January 2018 to the present; • monthly operating expenses by vendor from October 2017 to the present for the three wells and for the Miley Keck tank farm; • detailed breakdown of capital expenditures for the City's oil operations; • a meeting with Jaime Pina, the operator that runs the day to day operations of the wells and production facility; • a copy of the Phase I Environmental Site Assessment Report covering the Miley Keck tank farm dated May 27, 1997; • a copy of the Environmental Site Assessment covering the Miley Keck tank farm dated August 5, 1997; and • any additional information that the City believes to be relevant to the review. I look forward to working with you on this review of the economic feasibility of continued operations of the City Huntington Beach oil wells. Sincerely yours; Thomas Walker, President Evans & Walker