Resolution No. 8753
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RESOLUTION NO. 8753
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND HORIZON AIR MEASUREMENT SERVICES, INC.
RELATING TO SOURCE TESTING AND CEMS CERTIFICATION
AT THE MALBURG GENERATING STATION
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WHEREAS, the City of Vernon (~City") is constructing a 134 MW
Combined Cycle Power Plant, the Malburg Generating Station (the
~Malburg Project"), for the purpose of installing additional generating
capacity that will yield an efficient, cost-effective, and reliable
source of electric generation to the City's inhabitants; and
WHEREAS, on July 16, 2003, the City Council of the City of
Vernon adopted Resolution No. 8252 with the intention of expediting the
purchase of supplies and services for the Malburg Project; and
WHEREAS, the City has determined that it needs a consultant
to perform emissions compliance testing, Continuous Emissions
Monitoring System (CEMS) Certification and Relative Accuracy Test Audit
(RATA) on Gas Turbines #1 and #2 for the Malburg Project (collectively,
the ~Services"); and
WHEREAS, the City has determined that Horizon Air Measurement
21 Services, Inc. (~Horizon") possesses the technical knowledge and
22 expertise to furnish the Services required by the City; and
23 WHEREAS, on May 17, 2005, the Finance Committee considered
24 the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
25 May 9, 2005, that an agreement for the Services with Horizon be
26 approved and executed; and
27 WHEREAS, the City Council of the City of Vernon has
28 determined that, pursuant to the provisions of subsection (a) of
1 Section 2.27 of the Vernon City Code, it is in the public interest and
2 necessity to enter into a agreement with Horizon.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
4 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
6 finds and determines that the recitals contained hereinabove are true
7 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
9 approves the Services with Horizon, in substantially the same form as
10 the copy which is attached hereto as Exhibit A and incorporated by
11 reference.
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SECTION 3:
The City Council of the City of Vernon hereby
13 authorizes the Mayor to execute said Agreement for, and on behalf of,
14 the City of Vernon and the, City Clerk is hereby authorized to attest
15 thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
directs ~he City Clerk, or his designee, to send one fully executed
Agreement to:
Horizon Air Measurement Services, Inc.
Attn. Richard J. Vacherot, Technical Director
996 Lawrence Drive, Suite 108
Newbury Park, CA 91320
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SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 18th day of May, 2005.
~~=p.
, QNIS C. MALBUR Mayo
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BRUCE V. MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8753, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, May 18,
2005, and thereafter was duly signed by the Mayor of the City of
Vernon.
A-/~
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in
duplicate originals, either copy of which may be considered and used as the original
hereof for all purposes, as of this 18th day of May, 2005, in the City of Vernon, County of
Los Angeles, California
BY AND BETWEEN
CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
AND
HORIZON AIR MEASUREMENT
SERVICES, INC., an independent
contractor, hereinafter referred to as the
"Contractor"
996 Lawrence Dr., Suite 108
Newbury Park, CA 91320
RECITALS
WHEREAS, the City is constructing the Malburg Generating Station
Combined Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg
Project") for purposes of installing additional generating capacity; and
WHEREAS, the City has determined that it is in the best interest of the
Malburg Project that the City retain the services of an independent contractor to perform
emissions compliance testing, Continuous Emissions Monitoring System ("CEMS")
certification and Relative Accuracy Test Audit ("RATA") on Gas Turbines #1 and #2
located at the Malburg Generating Station (collectively, the "Services"); and
WHEREAS, Contractor has prepared a proposal dated April 5, 2005, for
the Services, a copy of which is attached hereto as Exhibit A and incorporated by this
reference (the "Proposal"); and
WHEREAS, Contractor represents that it is, qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Services that the
City requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, the Services have been bid, and Contractor's cost proposal is
acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
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provide the Services on a contract basis as define~ in the terms and conditions set forth
below.
NOW, THEREFORE, IT IS AGREED AS FOllOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on _, and will continue in effect
until such time as the' Contractor has completed the work according to the
Proposal, or until terminated or extended as provided in this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
C. "Contractor" shall mean Horizon Air Measurement Services, Inc. and
where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 4.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended, to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for materials, equipment, tools, labor, services and
taxes and all overhead, rentals and profit or fee, if any.
F. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
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G. "Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral" which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
Work, except information falling into any of the following categories:
1. Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor from a third party who is lawfully in possession of
such information and not subject to a 'contractual or fiduciary
relationship to City with respect to said information and who does
not require Contractor to agree to refrain from disclosing such
information to others.
I. "Subcontractor" shall mean any first or lower-tier subcontractor and its
employees, representatives, agents, subcontractors or other personnel
who have been approved in the manner required by this Agreement.
J. "Work" or "Services" shall mean the work performed by Contractor and
required to be performed from time to time by City under this Agreement.
SECTION 3. SERVICES TO BE PERFORMED BY ,
CONTRACTOR
Specific Services
3.01. Contractor's Services shall include, but will not be limited to, performing
Compliance Testing on Gas Turbine Units #1 and #2, Initial CEMS Certification,
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Initial Stratification and Low NOx Precision Testing, Initial RATA and Low CO(<1
ppm) Spiking RATA (if necessary). The Contractor's Services are more
specifically detailed in the Proposal attached hereto as Exhibit "A."
Change of Services
3.03. City may at any time, by written change order executed by the City Administrator,
make changes only to extend the Work duration and total compensation of
Contractor's Work. Changes in the scope of Work, or duties and obligations,
shall be authorized only by the City.
3.04. City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit 8 attached hereto and incorporated by reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by
both parties and award by the City Council and shall end at such time as the
Contractor has completed the work according to the Proposal, unless the
Agreement is otherwise terminated or extended upon written agreement of both
parties to this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Services under this Agreement only after notification by the
City.
Method of Performing Services
3.07. Contractor will determine and is responsible for the method, details, and means
of performing the above-described Services.
Status of Contractor
3.08. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
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unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
3.09. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
3.10. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treate9 as an employee with respect to the Services
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
3.12. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
. other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in
Section 3 of this Agreement, City agrees to pay Contractor the sum of Fifty-One
Thousand Three Hundred Fifty Five Dollars and no/100 ($51,355.00) (the
"Contract Price").
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Services and any and all of Contractor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Contract Price
includes without limitation compensation for applicable taxes, customs duties,
fees, overhead, profit, travel time to and from the Premises and all other direct
and indirect costs incurred or to be incurred by Contractor hereunder. The
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Contract Price set forth above is not subject to escalation for any reason except
as expressly set forth in this Agreement. No adjustments in compensation shall
be made as a result of changes in the value of any currency. The Contract Price
shall only be adjusted by formal, written Change Order or amendment to this
Agreement.
Payment of Compensation
4.03. For Services rendered under Section 3 of this Agreement, City agrees to pay
Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion
of Work and within thirty (30) days of acceptance and approval of an invoice
prepared in accordance with City requirements.
4.04. For Services rendered under Section 3 of this Agreement, Contractor shall be
entitled to receive monthly payments. Contractor shall submit to City a monthly
invoice and statement of Services, prepared in accordance with City
requirements, by the fifteenth (15th) of each month, for the prior calendar month's
completed Work. City will make payments to Contractor within thirty (30) days
after acceptance and approval of the invoice received from Contractor.
4.05. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.06. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor. Expenses may only be billed if advance written approval has been
obtained from the City Administrator.
Compensation for Changes
4.07. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.03 and 3.04 of this Agreement. Compensation
adjustments in each such change order shall be established by one or more of
the following bases, as determined by'City: (a) a lump sum price to be negotiated
between the parties; or (b) Work unit rates to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City
Standards & Details for all Work performed. Substandard Work, as determined
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solely by the City, shall be redone at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain at its own
expense, those minimum levels of insurance coverage as set forth below. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
5.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
5.05. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
sUbcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agree~ to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
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B. Comprehensive General Liability Insurance, including, but not limited to,
Contractual Liability, Products and Completed Operations Liability, Broad
Form Property Damage and Bodily Injury Liability, and Explosion,
Collapse and Undergrounq Liability, with a minimum combined single limit
of $2,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all
owned, non-owned or hired vehicles with a minimum combined single limit
of $1,000,000 per occurrence for bodily injury and property damage.
D. Excess Liability Insurance with limits of $2,000,000. Such evidence of
insurance can either be through the primary insurance coverages or
through an excess policy. Such insurance shall at all times be on an
occurrence form and provide policy conditions as broad as those required
in the primary insurance.
5.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor shall submit to the City documentation indicating compliance
with these minimum requirements no less than one (1) day prior to the beginning
of performance under this Agreement. Contractor shall not commence
performance of its Work under this Agreement until the above insurance has
been obtained and proof of insurance has been filed with and approved by the
City.
5.08. Contractor shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. If Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless City and its elected officials, officers, agents and employees from
all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements, and penalties, losses, fines, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor or its employees or agents under this Agreement, except to the extent
arising from or caused by the sole negligence or willful misConduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of thi~ Agreement. The obligations in this Paragraph are in addition
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to Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
5.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
the local conditions under which it is to be done. Contractor also represents that
it is experienced in performing and competent and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
5.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Services to be performed under
this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision 'contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
5.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City . Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
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5,15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
Work Injury
5.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
5.17, During the courSe of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit-
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcOntractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
5.18, Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
5.19, Contractor agrees that all Services provided will be conducted by the principal
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and competent staff members, if any, under the supervision of the principal, and
that Services will be performed and rendered diligently. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
Indemnity Process
5.20. The'City shall notify Contractor in writing of any suits, claims or demands
.covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor fails, within a reasonable time after
receipt of such notice, to assume the defense with counsel reasonably
satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect
conflict of interest exists between the parties with respect to the claim, or if in the
sole judgment of City the assumption and conduct of the defense by Contractor
would materially and adversely affect City in any manner or prejudice its ability to
conduct a successful defense, then the City shall have the right to undertake the
defense, compromise and settlement of such claim for the account and at the
expense of Contractor. Notwithstanding the above, if the City in its sole
discretion so elects, City may also participate in the defense of such actions by
employing counsel at its expense, without waiving the Contractor's obligations to
indemnify or defend. Contractor shall not settle or compromise any claim or
consent to the entry of any judgment without the prior written consent of the City
and without an unconditional release of all liability by each claimant or plaintiff to
the City.
Treatment of Confidential and Proprietary Information
5.21. For ten (10) years after the effective date of this Agreement, Contractor shall
refrain from USing any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third 'persons is so authorized, Contractor shall enter into
with said party a confidentiality agreement containing provisions with respect to
use and disclosure of Proprietary Information substantially the same as those
contained in this Agreement.
5.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
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copies.
5.23. Except as expressly permitted by prior written consent of the City, Contractor
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity. Contractor and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided maybe used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agre.ements with subcontractors that binds the subcontractors to
this non-disclosure requirement.
5.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
5.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
5.26. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.27. Contractor shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
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5.28. Contractor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Contractor.
5.29. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of
the Agreement.
Progress Reports
5.30. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Services being performed by
Contractor under this Agreement.
Contractor's License Classification
5.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final report of the
hydraulic analysis for the City's water distribution system a distribution system
operational assessment, pump and SCADA recommendations necessary for the
distribution system to operate as a closed system and cost estimates for the
recommended system improvements, unless otherwise extended according to
the terms and conditions set forth in this Agreement.
Non-Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor and such termination shall be effective in the manner
specified in such notice and shall be without prejudice to any claim that either
party may have against the other. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor for those Services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary Work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Contractor directly attributable to termination which could not reasonably have
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been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating the termination
("Termination Expenses"). Termination Expenses shall not include lost profits,
lost opportunities, consequential damages, or the like. In no event shall total
payment exceed the Contract Price.
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Work or any other damages because of such
14
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termination or reduction.
SECTION 7. GENERAL PROVISIONS
Notices
7.01. All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by fax or by certified mail (return receipt
requested) to the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3fd) day after mailing, whichever occurs first.
Contractor - Horizon
Air Measurement Services, Inc.
Attn: Richard J. Vacherot
Technical Director
996 Lawrence Dr., Ste. 108
Newbury Park, CA 91320
Fax: 805-498-3173
Telephone: 805-498-8781
City - City of Vernon
Attn: Bruce V. Malkenhorst, City
Administrator/City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and 'the rendering
of those Services. Each party to this Agreement acknowledges that no .
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this Agreement, and that no other agreement, statement, or
promise not contained in this Agreement or a subsequent amendment or change
order shall be valid or binding. No amendment or change in the provisions of this
Agreement shall be made, except in a formal written amendment signed by
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. Each party represents and
warrants that it has read and fully familiarized itself with this Agreement, and that
such party has been fully authorized to sign this Agreement.
7.03. This Agreement shall be comprised of these included provisions, together with
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Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will cohtinue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected jUdges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third jUdge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three jUdges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
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partie~ according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. ,The validity and
enforceability of the decision of the Arbitrators is to be determi.ned exclusively by
the California courts.
Attorney's Fees
7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
7.07. Neither party shall be considered in default in any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force~
The term "uncontrollable force" shall mean any cause beyond the control of the
party affected, including, but not restricted to, flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
such party could not reasonably have been expected to avoid and by exercise of
due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement by reason of an uncontrollable
force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all
reasonable dispatch.
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
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the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
Executed at
, California, on
City:
City of Vernon
Name: Leonis C. Malburg, Mayor
Date:
ATTEST:
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
Contractor:
Horizon Air Measurement Services, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
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EXHIBIT
A
.... ....
· HOI:~
C)' R MEA SUR E MEN T S E R V ICE S. I N C,
PV63-1204-R2
April 5, 2005
Mr. Carlos Fandino
City of Vernon, Light & Power Department
4305 Santa Fe Avenue
Vernon, California 90058
RE: REVISED COST QUOTE - EMISSIONS COMPLIANCE TEST,
CEMS CERTIFICATION AND RATA - GAS TURBINES 1 AND 2
Dear Mr. Fandino:
Horizon Air Measurement Services, Inc. (Horizon) is pleased to have the opportunity to propose our
services to City of Vernon Light & Power Department (City of Vernon) to conduct an emissions
compliance test on Gas 'Turbines # I and #2 located at the City of Vernon Generating Station in
Vernon, California. In addition to the initial compliance testing, the initial Continuous Emissions
Monitoring System (CEMS) certification and Relative Accuracy Test Audit (RAT) will be
conducted.
)
Compliance Testing
As required in the respective 'SCAQMD Permit to Operate, the following parameters must be
quantified at each offour load conditions (Condition I, 2,3 and 4), with the exceptions noted, from
each unit using the following test methods:
Parameter
Flow Rate
Fixed Gases (02, CO2)
Moisture
Particulate Matter (Condition I & 2 only)
Carbon Monoxide
. Oxides of Nitrogen
Oxides ofSu1fur (Condition 1&2 only)
Volatile Organic Compounds
Ammonia'
Test M~thod
SCAQMD Method 2.1
SCAQMD Method 100.1
SCAQMD Method 4.1
SCAQMD Method 5.1
SCAQMD Method 100.1
SCAQMD Method 100.1
SCAQMD Method 307.91 (fuel)
EPA Method TO-12 (modified)
SCAQMDMethod 207.1
Test Run Duration
4 hours
4 hours
1 hour
4 hours
1 hour
1 hour
1 hour
1 hour
I hour
One test run will be completed at each load. with the exception of particulate matter and oxides of
sulfur (SOJ. . Particulate matter and SOx will be conducted at load Condition 1 and 2 only.
The City of V ernon is proposing to conduct testing at an additional load - turbine only at 60%. This
load condition will be added to the test program.
LAWRENCE OR., SUITE 108, NEWBURY PARK. C:AIIFORNIA Ql~?n . IAn~\ AQA.A7Al . ,,^y Ion", An. .,.,..
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City ofVemon, Light & Power Department
April 5, 2005
Page Two
Following are the four load conditions:
1. Turbine and duct burner at 100%
2. Turbine only @ 100%
3. Turbine only at 75%
4. Turbine only@50%
5. Turbine only@60%
CEMS Certification and RATA Testing
The RATA on each unit will comply with both 40 CFR 75, Appendix A and SCAQMD RECLAIM
test requirements for the CEMS NOx and O2 monitors. The CO RATA will comply with 40 CFR
60 Appendix B and SCAQMD Rule 218 test requirements.
)
The CEMS monitors the following parameters, which .will require RATA determination are as
follows:
· Oxides of nitrogen concentration and emission rate
· Oxygen concentration
· Flow rate
· Carbon monoxide concentration and emission rate
Prior to the RATA the following tasks will be completed by Horizon:
· Concentration stratification determination
· Cyclonic flow angle determination
The following CEMS initial certification requirements will also be completed prior to the RATA:
· 7-day calibration drift (calibration error) - by the facility
· System response time
· Sampling system bias test
· Analyzer interference tests
· N02 conversion efficiency
· Linearity
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City of Vernon, Light & Power Department
April 5, 2005
Page Three
The following test methods will be utilized for the RATA on each CEMS:
Parameter
Flow Rate
Moisture
CO2,
O2
NOx
CO
Test Methods
SCAQMD Method I.II2.IIEP A Method 2
SCAQMD Method 4.IIEPA Method 2
SCAQMD Method IOO.IIEPA Method 3A
SCAQMD Method lOO.IIEPA Method 3A
SCAQMD Method IOO.IIEP A Method 7E
SCAQMD Method IOO.IIEP A Method 10
If the CO stack concentrations are less than 10% of the CEMS instrument scale, the RATA must be
determined using the procedures specified in SCAQMD Protocol for Rule 218" Attachment A,
Supplemental and Alternative CEMS Performance ReQJJirements for Low Concentrations.
The anticipated costs of the subject emissions testing is provided in Attachment A. The costs have
) been calculated based upon the following assumptions:
Compliance Testing
I. Sample ports, safe and easy access (in conformance with OSHA requirements), and
AC power will be provided by the facility.
2. There is no process downtime while Horizon is on-site and ready to test. Testing,
for each unit, is scheduled for four consecutive days as follows; Day I - Condition
I, Day 2 - Condition 2, Day 3 - Condition 3 and 4. Day 4 - Condition 5. Any
process downtime or other OR-site delays.due to reasons beyond Horizon's control
(i.e. lack of safe and easy access) will be billed per Horizon's Standard Time and
Materials Schedule (attached).
3. Both units can operate simultaneously at current load conditions and be tested on
four (4) consecutive days.
4. Holiday or weekend work will be billed at overtime rates (please see Horizons
T &M Schedule).
5. The costs include a one-day site visit/meeting.
CEMS Certification and RATA
I. Safe and easy access, AC power and sample ports will be provided.
2. The facility will provide all CEMS system data (NOx and CO concentration. and
emission rate, O2 concentration and stack gas flow rate) outputs in the f"mal format
to Horizon for the RATA test evaluation.
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City of Vemon, Light & Power Department
AprilS, 2005
Page Four
3. Sample ports, safe and easy access and AC power will be'provided by the facility.
4. The process/CEM system will be operating without interruption on the scheduled
RATA test date(s). One mobilization will be required. Each RATA can be
completed in one (1) IO-hour day on-site. Any process downtime or other delays
due to reasons beyond Horizon's control will be billed per Horizon's Standard Time
and Materials Schedule (Attachment A).
5. Each CEMS Certification test can be complet~n one, ten-hour day on-site.
6. Holiday or weekend work will be billed at overtime rates (please see Horizons
T &M Schedule).
Horizon is approved by SCAQMD under the Laboratory Approval Program (LAP). As a testament
to our reputation with SCAQMD, Horizon had been contracted by SCAQMDfor jive consecutive
years to conduct all source testing on the Districts' behalt under the Contract Source Testing
Program. Horizon is also a California Air Resources Board (CARD) state-certified emissions
testing contractor.
)
Horizon has provided emissions testing services fornwnerous utility/power generating facilities with
our present,. stable staff. Through this extensive experience, on various combustion/power
generation configurations (i.e. simple cycle turbines, combined cycle turbines, steam plants, etc.)~
Horizon has consistently demonstrated its expertise in applicable EP AlSCAQMD emissions testing
methods and regulatory requirements. Our specific, applicable emissions testing experience is
discussed in more detail below.
Relative Accuracy Test Audit (RATA)
Horizon has successfully completed current RATA testing on nwnerous power generating
facilities/ utilities within SCAQMD to satisfy the following requirements:
.
40 CPR 60
40 CPR 75
SCAQMD Rule 2012/218
.
.
Horizon has extensive, recent experience in the initial CEMS certification, RATA, emissions
testing and quarterly ammonia slip testing of gas turbines with extremely low BACT limits for
NO", CO, VOC, particulate matter, and NH3' Following is a list of recently tested BACT
facilities:
.
Pasadena Department of Water & Power
Unit GT3 (simple cycle gas turbine)
Unit GT4 (simple cycle gas turbine)
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City of Vemon, Light & Power Department
April 5, 2005
Page Five
.
Burbank Water & Power
Lake Unit 1 (simple cycle turbine)
Olive 1 (boilerlSCR retrofit)
Olive 2 (boilerlSCR retrofit)
.
Los Angeles Department of Water & Power
Harbor Units 1,2, 10, 11, 12, 13 and 14 (simple and combined cycle turbines)
Haynes Units 5 and 6 (boilerlSCR retrofits)
Valley Unit 5 (simple cycle turbine)
Valley Units 6 and 7 (combined cycle turbines)
Haynes units 9 and 10 (combined cycle turbines)
.
eal Peak Power
Plant 3 (simple cycle gas turbine)
Plant 4 (simple cycle gas turbine)
Plant 5 (simple cycle gas turbine)
)
.
Thoms Long Beach
Unit 1 (simple cycle gas turbine)
.
Procter & Gamble Paper Products Co.
Unit 1 (simple cycle gas turbine)
Unit 2 (combined cycle gas turbine)
Horizon has provided RATA emissions testing services to the Los Angeles Department of Water
& Power (LADWP) at the following generating stations for the past five years (since 1999):
.
Harbor
Units 1, 2, 10, 11, 12, 13, and 14 (simple and combined cycle turbines)
.
.
VaHey
Units 1, 2, 3, (steam generating boilers)
Unit 5 (simple cycle turbine)
Units 6 and 7 (combined cycle turbines)
.
Scattergood
Units 1, 2, and 3 (steam generating boilers)
Over the past five (5) years, Horizon's staff of project managers and technicians has successfully
conducted over 400 RATA test programs.
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City of Vemon, Light & Power Department
April 5, 2005
Page Six
Emissions Compliance Testing
In addition to RATA testing, Horizon has extensive recent experience in conducting emissions
compliance testing programs to fulfill initial and annual compliance test requirements associated
with electric utility facilities. This experience includes the demonstration of compliance with
extremely low BACT co~ntration limits associated with new simple cycle combustion turbines
as follows:
NOx-
CO-
VOC's -
Ammonia -
2 ppm and 5 ppm@ 15% O2
2 ppm and 6 ppm @ 15% O2
2 ppm@ 15%02
5 ppm @ 15% O2
In order to consistently demonstrate compliance with these low limits, it was necessary to
optimize, with formal Agency approval, existing Reference Methods.
)
Horizon has extensive experience in the initial compliance testing of gas turbines with extremely
low BACT limits for NOx, CO, VOC, particulate matter, and NH3' Following is a list of recently
tested BACT facilities:
Pasadena-fiepartDient of Water & Power
Unit GT3 (simple cycle gas turbine)
Unit GT4 (simple cycle gas turbine)
.
Burbank Water & Power
Lake Unit 1 (simple cycle turbine)
Olive l' (boilerlSCR retrofit)
Olive 2 (boilerlSCR retrofit)
.
Los Angeles Department of Water ,& Power
Harbor Units 1,2, 10, 11, 12, 13 and 14 (simple and combined cycle turbines)
Haynes Units 5 and 6 (boiIerlSCR retrofits)
Valley Unit 5 (simple cycle turbine)
Valley Units 6 and 7 (combined cycle turbines)
Haynes units 9 and 10 (combined cycle turbines)
.
CaJ Peak Power
Plant 3 (simple cycle gas turbine)
Plant 4 (simple cycle gas turbine)
Plant 5 (simple cycle gas turbine)
.
Thums Long Beach
Unit 1 (simple cycle gas turbine)
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City of Veroon, Light & Power Department
April 5, 2005
Page Seven
.
Procter & Gamble Paper Products Co.
Unit 1 (simple cycle gas turbine)
Unit 2 (combined cycle gas turbine)
Horizon has provided emission compliance testing services to the Los Angeles Department of
Water & Power (LADWP) at the following generating stations for the past five years (since 1999):
.
Harbor
Units 1, 2, 10, 11, 12, 13, and 14 (simple and combined cycle turbines)
.
Haynes
Units 1, 2, 3, 4, 5, and 6 (steam generating boilers)
.
Valley
Units 1, 2, 3, (steam generating boilers)
Unit 5 (simple cycle turbine)
Units 6 and 7 (combined cycle turbines)
)
.
Scattergood
Units 1, 2, and 3 (steam generating boilers)
Special Sampling:! Analytical Considerations - Gas Turbine Emissions Testing Within SCAOMD
Horizon has conducted initial compliance testIDg and RATA testing on seventeen (17) new gas
turbines within SCAQMD within the past two years. Through this experience, several unique
technical issues have arisen which warrant special consideration. Some of these issues are as
follows:
1. The extremely low VOC limit (2 ppm @ 15% O2) required as BACT is sometimes
less than that of ambient air. Also, the 2 ppm VOC limit is only slightly above the
SCAQMD standard measurement method (SCAQMD Method 25.3) detection limit
of 1.5 ppm. Horizon, had' developed sampling! analytical strategies to minimize
these above-mentioned Method limitations. Also, Horizon had worked with our
clients and SCAQMD to resolve these issues satisfactorily by using a more precise
modified Reference Method (BPA TO-12) specifically for this application. Also,
Horizon has specified sample timing to minimize ambient air VOC background
concentrations.
2. The stack NOx concentration maybe extremely stratified in the exhaust stack due
to the exhaust duct/SCR and stack geometry. As a result of the stratification, the
facility CEMS probe placement and construction (an integrated probe may be
necessary) is critical to passing the RATA. In addition, the Reference Method
sampling must be altered to account for the NOx stratification.
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City of Vernon, Light & Power Department
March 29, 2005
Page Eight
3. Ammonia slip can cause a reaction (given the high stack temperature) within the
stainless steel CEMS or Reference Method probe resulting in artificially high NOx
concentration readings. Horizon has modified our Reference Method probe
materials and sample technique to mitigate possible NH) "interference."
4. Th~ CO concentration may be less than 10% of the facility CEMS scale
necessitating non-standard Referenco Method and RATA techniques.
Horizon has conducted emissions compliance testing at numerous other smaller electric generating
sources over this time period using the applicable Reference Methods required of the testing
program proposed herein.
Please call me at (805) 498-878 I if you have any questions concerning this proposal or the
associated costs. Horizon appreciates the opportunity to propose our service to City of V emon and
look forward to your response. I
)
VICES,lNC.
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ATTACHMENT A
Cost Quote
City of Vernon, Light & Power Department
Gas Turbine Units I and 2
Gas Turbine Units #1 & #2 Compliance Test
Initial CEMS Certification
Initial Stratification & Low NOx Precision Testing
Initial RATA
Low CO (<1 ppm) Spiking RATA (if necessary)
Total
)
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$Jl,~45.00
$ 4,630.00
. $ 2,490.00
$ 7,740.00
$ 5.250.00
$51,355.00
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A J R MEA SUR E MEN T S E R V , C E S. I N C,
o
HORIZON AIR MEASUREMENT SERVICES, INC
FEE SCHEDULE
TIME'AND MATERIALS
AND PAYMENT TERMS
JANUARY 200S
Time and Materials contracts are billed according to the labor classification rate and direct cost
schedule below. Hourly rates include overhead, fees, and general administrative expenses.
Standard Hourly Rates
Classificatiol!
~
)
Technical Director
Senior Project Manager
Air Quality Engineer/Scientist I
~ Quality Engineer/Scientist n
Air Quality Technician I
Air Quality Technician n
Word Processing and Clerical
$95.00
$85.00
$80.00
$70.00
$55.00
$45.00
$35.00
Field overtime in excess of8 hours/day is billed at 125% of the standard hourly rate. Field overtime
in excess of 12 hours/day is bi/lei! at 150% of the standard hourly rate.
Other Direct Costs
Charges for Other Direct Costs furnished by Horizon Air Measurement Services, Inc. (Horizon) are .'
billed on the basis of actual costs plus 15ex. according to the following schedule:
1. Travel expenses (including moteJ/hotel, rental cars, transportation costs)
2. Shipping
3. Mailing and Reproduction
4. Expendable materials and supplies
5. Other project related expenses
6 lAW R ENe e 0 R ., SUIT E 1 08. NEW B UR Y PAR K. CALI FOR N I A 91 320 . (8051 498.878 1 . FAX (8051 498.31 73
. .
The following'direct cost items, if furnished bY: florizoD, are billed on the basis o{actual cost plus
10%:
.
l_)
1.
2.
Outside equipment lease
Subcontractors
Specific internal expenses are billed according to the following schedule:
Continuous Emission Monitoring Laboratory
Vehicle Mileage (Auto)
Vehicle Mileage (Trock/CEM Trailer)
Report Publication, Reproduction and
Mailing
Equipment Use Fee
$55.00/hour
$ 0.35/mile
$ O.49/mile
$50.00/and up
(by quote)
1% of Fair Market Value
of test equipment per day
Cancellations
Cancellations or postponements occurring with less than five (5) working days of the scheduled test
date will be subject to a minimum day charge of $360.00 for each person scheduled.
)
One-day notice or on-site cancellations will be charged for any labor already incurred, such as source
test plan preparation, job preparation, travel and applicable materials or per diem expense.
Test programs exceeding two (2) days in length will be subject to a cancellation charge of 25% of
the total project value.
Payment Terms
Payment is due within thirty (30) days of the invoice date. If Client fails to timely pay the balance
due, Client agrees to pay a monthly service charge equal to one and one-half percent (1-1/2%) per
month (eighteen percent (18%) per annum) on the outstanding principal balance due.
Attorney's Fees
Client agrees to pay all costs and expenses of collection and reasonable attorneys' fees, if the balance
due is not timely paid, whether or not suit is filed thereon.
Incolporation by Reference
This Fee Schedule is incorporated by reference in all invoices of Horizon.
EXHIBIT
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EXHIBIT B
Form Chane-e Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall be adjusted as follows:
City and Contractor agree that Contractor's schedule shall be adjusted as follows;
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
'Contractor (Horizon Air Measurement
Services, Inc.)
City (City ofVernon~ California)
By
By
Date
Date
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INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor Number:
Date:
Specific Instructions to Contractqr:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Contractor shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Contractor fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of'
its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Date
Please acknowledge receipt of this instruction by returning one copy signed iri the spaGe
provided below. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor Representative
Date
B-2
SUPPORTING
DOCUMENTS
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SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in
duplicate originals, either copy of which may be considered and used as the original
hereof for all purposes, as of this day of , 2005, in the City of Vernon,
County of Los Angeles, California
BY AND BETWEEN
AND
CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
HORIZON AIR MEASUREMENT
SERVICES, INC., an independent
contractor, hereinafter referred to as the
"Contractor"
996 Lawrence Dr., Suite 108
Newbury Park, CA 91320
RECITALS
WHEREAS, the City is constructing the Malburg Generating Station
Combined Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg
Project") for purposes of installing additional generating capacity; and
WHEREAS, the City has determined that it is in the best interest of the
Malburg Project that the City retain the services of an independent contractor to perform
emissions compliance testing, Continuous Emissions Monitoring System ("CEMS")
certification and Relative Accuracy Test Audit ("RATA") on Gas Turbines #1 and #2
located at the Malburg Generating Station (collectively, the "Services"); and
WHEREAS, Contractor has prepared a proposal dated April 5, 2005, for
the Services, a copy of which is attached hereto as Exhibit A and incorporated by this
reference (the "Proposal"); and .
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Services that the
City requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, the Services have been bid, and Contractor's cost proposal is
acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
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provide the Services on a contract basis as defined in the terms and conditions set forth
below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective upon the full execution of this Agreement,
and will continue in effect until such time as the Contractor has completed the
work according to the Proposal, or until terminated or extended as provided in
this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
C. "Contractor" shall mean Horizon Air Measurement Services, Inc. and
where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 4.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for materials, equipment, tools, labor, services and
taxes and all overhead, rentals and profit or fee, if any.
F. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
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G. "Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
Work, except information falling into any of the following categories:
1. Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor from a third party who is lawfully in possession of
such information and not subject to a contractual or fiduciary
relationship to City with respect to said information and who does
not require Contractor to agree to refrain from disclosing such
information to others.
I. "Subcontractor" shall mean any first or lower-tier subcontractor and its
employees, representatives, agents, subcontractors or other personnel
who have been approved in the manner required by this Agreement.
J. 'Work" or "Services" shall mean the work performed by Contractor and
required to be performed from time to time by City under this Agreement.
SECTION 3. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor's Services shall include, but will not be limited to, performing
Compliance Testing on Gas Turbine Units #1 and #2, Initial CEMS Certification,
Initial Stratification and Low NOx Precision Testing, Initial RATA and Low CO(<1
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ppm) Spiking RATA(if necessary). The Contractor's Services are more
specifically detailed in the Proposal attached hereto as Exhibit "A."
Change of Services
3.03. City may at any time, by written change order executed by the City Administrator,
make changes only to extend the Work duration and total compensation of
Contractor's Work. Changes in the scope of Work, or duties and obligations,
shall be authorized only by the City.
3.04. City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit B attached hereto and incorporated by reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by
both parties and award by the City Council and shall end at such time as the
Contractor has completed the work according to the Proposal, unless the
Agreement is otherwise terminated or extended upon written agreement of both
parties to this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Services under this Agreement only after notification by the
City.
Method of Performing Services
3.07. Contractor will determine and is responsible for the method, details, and means
of performing the above-described Services.
Status of Contractor
3.08. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are'accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
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3.09. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
.
3.10. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Services
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
3.12. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in
Section 3 of this. Agreement, City agrees to pay Contractor the sum of Fifty-One
Thousand Three Hundred Fifty Five Dollars and no/100 ($51,355.00) (the
"Contract Price").
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Services and any and all of Contractor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Contract Price
includes without limitation compensation for applicable taxes, customs duties,
fees, overhead, profit, travel time to and from the Premises and all other direct
and indirect costs incurred or to be incurred by Contractor hereunder. The
Contract Price set forth above is not subject to escalation for any reason except
as expressly set forth in this Agreement. No adjustments in compensation shall
be made as a result of changes in the value of any currency. The Contract Price
shall only be adjusted by formal, written Change Order or amendment to this
Agreement.
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Payment of Compensation
4.03. For Services rendered under Section 3 of this Agreement, City agrees to pay
Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion
of Work and within thirty (30) days of acceptance and approval of an invoice
prepared in accordance with City requirements.
4.04. For Services rendered under Section 3 of this Agreement, Contractor shall be
entitled to receive monthly payments. Contractor shall submit to City a monthly
invoice and statement of Services, prepared in accordance with City
requirements, by the fifteenth (15th) of each month, for the prior calendar month's
completed Work.. City will make payments to Contractor within thirty (30) days
after acceptance and approval of the invoice received from Contractor.
4.05. Contractor shall be responsible for paying any subcontractors used in the .
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.06. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor. Expenses may only be billed if advance written approval has been
obtained from the City Administrator.
Compensation for Changes'
4.07. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.03 and 3.04 of this Agreement. Compensation
adjustments in each such change order shall be established by one or more of
the following bases, as determined by City: (a) a lump sum price to be negotiated
between the parties; or (b) Work unit rates to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting. all conditions of this Agreement and Ci,ty ,I
Standards & Details for all Work performed. Substandard Work, ~ r1~hiI=F~=IiAed~ ,~V
solely by tile Cily, shall be redone at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
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shall be delivered to the City before the, end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain at its own
expense, those minimum levels of insurance coverage as set forth below. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
5.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
5.05. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1 ,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
B. Comprehensive General Liability Insurance, including, but not limited to,
Contractual Liability, Products and Completed Operations Liability, Broad
Form Property Damage and Bodily Injury Liability, and Explosion,
Collapse and Underground Liability, with a minimum combined single limit
_I pf $2,000,000 per occurrence.
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D.
Comprehensive Automobile Insurance,including, but not limited to, all
owned, non-owned or hired vehicles with a minimum combined single limit
of $1,000,000 per occurrence for bodily injury and property damage.
Excess Liability Insurance with limits Of~~=~~: ~h evidence of
insurance can either be through the primary insurance coverages or
through an excess policy. Such insurance shall at all times be on an
occurrence form and provide policy conditions as broad as those required
in the primary insurance.
C.
5.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor shall submit to the City documentation indicating compliance
with these minimum requirements no less than one (1) day prior to the beginning
of performance under this Agreement. Contractor shall not commence
performance of its Work under this Agreement until the above insurance has
been obtained and proof of insurance has been filed with and approved by the
City.
5.08. Contractor shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing .that such
subcontractor or vendor has worker's compensation coverage. If Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless City and its elected officials, officers, agents and employees from
all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements, and penalties, losses, fines, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor or its employees or agem,t under this Agreement, except to the extent
arising from or caused by the ~egligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of this Agreement. The obligations in this Paragraph are in addition
to Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
5.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents' it understands
the City's regulations concerning Premises access, badges, parking, security,
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safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
the local conditions under which it is to be done. Contractor also represents that
it is experienced in performing and competent and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
5.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Services to be performed under
this Agreement.
5.15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
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Work Injury
5.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
5.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit-
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
5.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
5.19. Contractor agrees that all Services provided will be conducted by the principal
and competent staff members, if any, under the supervision of the principal, and
that Services will be performed and rendered diligently. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
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subcontractor without the prior written approval of the City.
Indemnity Process
5.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor fails, within a reasonable time after
receipt of such notice, to assume the defense with counsel reasonably
satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect
conflict of interest exists between the parties with respect to the claim, or if in the
sole judgment of City the assumption and conduct of the defense by Contractor
would materially and adversely affect City in any manner or prejudice its ability to
conduct a successful defense, then the City shall have the right to undertake \her:> J
defense, compromise and settlement of such claim for the account aREI at tt:l9 IVV
~J3eR3e of COlltf'8ctor. Notwithstanding the above, if the City in its sole
discretion so elects, City may also participate in the defense of such actions by ,
employing counsel at its expense, without waiving the Contractor's obligations to
indemnify or defend. Contractor shall not settle or compromise any claim or
consent to the entry of any judgment without the prior written consent of the City
and without an unconditional release of all liability by each claimant or plaintiff to
the City.
Treatment of Confidential and Proprietary Information
5.21. For ten (10) years after the effective date of this Agreement, Contractor shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor shall enter into
with said party a confidentiality agreement containing provisions with respect to
use and disclosure of Proprietary Information substantially the same as those
contained in this Agreement.
5.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.23. Except as expressly permitted by prior written consent of the City, Contractor
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
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Confidential Information to any other person or entity. Contractor and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non-disclosure requirement.
5.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
5.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
5.26. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.27. Contractor shall comply with all laws, regulations, executive orders. and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
5.28. Contractor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Contractor.
5.29. Contractor shall indemnify City against, and hold City harmless from, any liability
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or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of
the Agreement.
Progress Reports
5.30. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Services being performed by
Contractor under this Agreement.
Contractor's License Classification
5.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final report indicating the
emission compliance testing, CEMS certification and RATA Services have been
completed, unless otherwise extended according to the terms and conditions set
forth in this Agreement.
Non-Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor and such termination shall be effective in the manner
specified in such notice and shall be without prejudice to any claim that either
party may have against the other. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor for those Services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary Work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Contractor directly attributable to termination which could not reasonably have
been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating.thetermination
("Termination Expenses"). Termination Expenses shall not include lost profits,
lost opportunities, consequential damages, or the like. In no event shall total
payment exceed the Contract Price.
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Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope oHhe
Work, Contractor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Work or any other damages because of such
termination or reduction.
III
III
14
SECTION 7. GENERAL PROVISIONS
Notices
7.01. All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by fax or by certified mail (return receipt
requested) to the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3rd) day after mailing, whichever occurs first.
Contractor - Horizon
Air Measurement Services, Inc. .
Attn: Richard J. Vacherot
Technical Director
996 Lawrence Dr., Ste. 108
Newbury Park, CA 91320
City - City ofVemon
Attn: Bruce V. Malkenhorst, City
Administrator/City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: 805-498-3173
Telephone: 805-498-8781
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this Agreement, and that no other agreement, statement, or
promise not contained in this Agreement or a subsequent amendment or change
order shall be valid or binding. No amendment or change in the provisions of this
Agreement shall be made, except in a formal written amendment signed by
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. Each party represents and
warrants that it has read and fully familiarized itself with this Agreement, and that
such party has been fully authorized to sign this Agreement.
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
15
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of aU matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement,except
for claims by either party which seek injunctive re1ief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuantto applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
. The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel andlor other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
16
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
7.07. Neither party shall be considered in default in any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force.
The term "uncontrollable force" shall mean any cause beyond the control of the
party affected, including, but not restricted to, flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
such party could not reasonably have been expected to avoid and by exercise of
due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement by reason of an uncontrollable
force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to. remove such inability with all
reasonable dispatch.
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
III
17
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
Executed at
, California, on
City:
City of Vernon
~l
-1'fan~:_LeOniS c. Mali,ur~May~'
Date: 1h//1J1-
I '1
<'......
CITY CLERK
. ,
BRUCE V. MALKENHORS
APPROVED AS TO FORM:
Eric ~letiOmeY
Contractor:
Date: · 7jJ5~e;
~V~k-
N a me: 'h <J..o'" V" '4\.... \(~ c "^ e vc::f;:::
Title: ~"'ccs ... ct e"", 0-/TP-GPt51Jp..,;f..,
Date: 7-\5--oS
18
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Ii:. -~ ~ == :-W: .,.,.-.:i -~ ~
( '.' I R MEA SUR E MEN T S E R V ICE S. INC.
,-)
)
April 5,2005
Mr. Carlos Fandino
City of Vernon, Light & Power Department
4305 Santa Fe Avenue
Vernon, California 90058
PV63-1204-R2
HE: REVISED COST QUOTE - EMISSIONS COMPLIANCE TEST,
CEMS CERTIFICATION AND RATA - GAS TURBINES 1 AND 2
Dear Mr. Fandino:
Horizon Air Measurement Services, Inc. (Horizon) is pleased to have the opportunity to propose our
services to City of Vernon Light & Power Department (City ofVemon) to conduct an emissions
compliance test on Gas Turbines #1 and #2 located at the City of Vemon Generating. Station in
Vernon, California. In addition to the initial compliance testing, the initial Continuous Emissions
Monitoring System (CEMS) certification and Relative Accuracy Test Audit (RAT) will be
conducted.
)
Compliance Testing
As required in the respective SCAQMD Permit to Operate, the following parameters must be
quantified at each of four load conditions (Condition 1,2,3 and 4), with the exceptions noted, from
each unit using the following test methods:
Parameter
Flow Rate
Fixed Gases (02, CO2)
Moisture
Particulate Matter (Condition I & 2 only)
Carbon Monoxide
. Oxides of Nitrogen
Oxides of Sulfur (Condition 1 & 2 only)
Volatile Organic Compounds
Ammonia'
Test ~ethod
SCAQMD Method 2.1
SCAQMD Method 100.1
SCAQMD Method 4.1
SCAQMD Method 5.1
SCAQMD Method 100.1
SCAQMD Method 100.1
SCAQMD Method 307.91 (fuel)
EP A Method TO-12 (niodified)
SCAQMDMethod 207.1
Test Run Duration
4 hours
4 hours
1 hour
4 hours
1 hour
1 hour
1 hour
1 hour
1 hour
One test run will be completed at each load. with the exception of particulate matter aild oxides of
sulfur (SOJ. Particulate matter and SOx will be conducted at load Condition 1 and 2 only.
The City of V emon is proposing to conduct testing at an additional load - turbine only at 60%. This
load condition will be added to the test program.
96 LAWRENCE DR.. SUITE 108. NEWBURY PARK. CAlIFORNIA Q1~7n . IAn,,\ AQA.R7R1 . "^V IRnCI Ano ..""
o
)
)
City of Vemon, Light & Power Department
April 5,2005
Page Two
Following are the four load conditions:
1. Turbine and duct burner at 100%
2. Turbine only @ 100%
3. Turbine only at 75%
4. Turbine only@ 500.10
5. Turbine only @ 60%
CEMS Certification and RATA Testing
The RATA on each unit will comply with both 40 CFR 75, Appendix A and SCAQMD RECLAIM
test requirements for the CEMS NOx and O2 monitors. The CO RATA will comply with 40 CFR
60 Appendix B and SCAQMD Rule 218 test requirements:
The CEMS monitors the following parameters, which will require RATA determination are as
follows:
· Oxides of nitrogen concentration and emission rate
· Oxygen concentration
· Flow rate
· Carbon monoxide concentration and emission rate
Prior to the RATA the following tasks will be completed by Horizon:
· Concentration stratification determination
· Cyclonic flow angle determination
The following CEMS initial certificiuion requirements will also be completed prio~ to the RATA:
· 7-day calibration drift (calibration error) - by the facility
· System response time
· Sampling system bias test
· Analyzer interference tests
· N02 conversion efficiency
· Linearity
o
City of Vernon, Light & Power Department
April 5, 2005
Page lbree
The following test methods will be utilized for the RATA on each CEMS:
Parameter
Flow Rate
Moisture
CO2
O2
NOx
CO
Test Methods
SCAQMD Method 1. 112. llEPA Method 2
SCAQMD Method 4.IIEPA Method 2
SCAQMD Method 100.1/EPA Method 3A
SCAQMD Method lOO.lIEPA Method3A
SCAQMDMethod 100. llEPA Method 7E
SCAQMDMethod 100.1/EPAMethod 10
If the CO stack concentrations are less than 10% of the CEMS instrument scale, the RATA must be
determined using the procedures specified in SCAQMD Protocol for Rule 218, Atta.chment A,
Supplemental and Alternative CEMS Performance Requirements for Low Concentrations.
The anticipated costs of the subject emissions testing is provided in Attachment A. The costs have
" been calculated based upon the following assumptions:
~)
Compliance Testing
1. Sample ports, safe and easy access (in conformance with OSHA requirements), and
, AC power will be provided by the facility.
2. There is no process downtime while Horizon is on-site and ready to test. Testing,
for each unit, is scheduled for four consecutive days as follows; Day 1 - Condition
1, Day 2 - Condition 2, Day 3 - Condition 3 and 4. Day 4 - Condition 5. Any
process downtime or other OR-site delays ,due to reasons beyond Horizon's control
(i.e. lack of safe and easy access) will be billed per Horizon's Standard Time and
Materials Schedule (attached).
3. Both units can operate simultaneously at current load conditions and be tested on
four (4) consecutive days.
4. Holiday or weekend work will be billed at overtime rates (please see Horizons
T &M Schedule).
5. The costs include a one-day site visit/meeting.
CEMS Certification and RATA
1. Safe and easy access, AC power and sample ports will be provided.
2. The facility will provide all CEMS system data (NOx and CO concentration and
emission rate, O2 concentration and stack gas flow rate) outputs in the final format
to Horizon for the RATA test evaluation.
0_- City of V emon, Light & Power Department
, April 5, 2005
Page Four
3. Sample ports, safe and easy access and AC power will be 'provided by the facility.
4. The processlCEM system will be operating without interruption on the scheduled
RATA test date(s). One mobilization will be required. Each. RATA can be
completed in one (I) lO-hour day on-site. Any process downtime or other delays
due to reasons beyond Horizon's control will be billed per Horizon's Standard Time
and Materials Schedule (Attachment A).
5. Each CEMS Certification test can be completbcNn one, ten-hour day on-site.
6. Holiday or weekend work will be billed at overtime rates (please see Horizons
T &M Schedule).
Horizon is approved by SCAQMD under the Laboratory Approval Program .fLAP). As a testament
to our reputation with SCAQMD, Horizon had been contracted by SCAQMD for jive consecutive
years to conduct all source testing on the Districts' behalf, under the Contract Source Testing
Program. Horizon is also a California Air Resources Board (CARE) state-certified emissions
testing contractor.
)
Horizon has provided emissions testing services for nwnerous utility/power generating facilities with
our present, stable staff. lbrough this extensive experience, on various combustion/power
generation configurations (i.e. simple cycle turbines, combined cycle turbines, steam plants, etc.),
Horizon has consistently demonstrated its expertise in applicable EP AlSCAQMD emissions testing
methods and regulatory requirements. Our specific, applicable emissions testing experience is
discussed in more detail below.
Relative Accuracy Test Audit (R.A T A)
Horizon has successfully completed current RATA testing on nwnerous power generating
facilitiesl utilities within SCAQMD to satisfy the following requirements:
.
40 CFR 60
40 CFR 75
SCAQMD Rule 2012/218
.
.
Horizon has extensive, recent experience in the initial CEMS certification, RATA, emissions
testing and quarterly ammonia slip testing of gas turbines with extremely low BACT limits for
NOx' CO, VOC, particulate matter, and NH). Following is a list of recently tested BACT
facilities :
.
Pasadena Department of Water & Power
Unit GT3 (simple cycle gas turbine)
Unit GT4 (simple cycle gas turbine)
. ,
J
City of Vernon, Light & Power Department
April 5, 2005
Page Five
.
Burbank Water & Power
Lake Unit 1 (simple cycle turbine)
Olive 1 (boiler/SCR retrofit)
Olive 2 (boiler/SCR retrofit)
.
Los Angeles Department of Water & Power
Harbor Units 1,2, 10, 11, 12, 13 and 14 (simple and combined cycle turbines)
Haynes Units 5 and 6 (boiler/SCRrettofits)
Valley Unit 5 (simple cycle turbine)
Valley Units 6 and 7 (combined cycle turbines)
Haynes units 9 and 10 (combined cycle turbines)
.
CaI Peak Power
Plant 3 (simple cycle gas turbine)
Plant 4 (simple cycle gas turbine)
Plant 5 (simple cycle gas turbine)
)
.
Thoms Long Beach
Unit 1 (simple cycle gas turbine)
.
. Procter & Gamble Paper Products Co.
Unit 1 (simple cycle gas turbine)
Unit2 (combined cycle gas turbine)
Horizon has provided RATA emissions testing services to the Los Angeles Department of Water
& Power (LADWP) at the following generating stations for the past five years (since 1999):
.
Harbor
Units 1,2, 10, 11, 12, 13, and 14 (simple and combined cycle turbines)
.
Haynes
Units 1,2,3,4,5, and 6 (steam generating boilers)
.
VaHey
Units I, 2, 3, (steam generating boilers)
Unit 5 (simple cycle turbine)
Units 6 and 7 (combined cycle turbines)
.
Scattergood
Units 1, 2, and 3 (steam generating boilers)
Over the past five (5) years, Horizon's staff of project managers and technicians has successfully
conducted over 400 RATA test programs.
~
City of Vemon, Light & Power Department
April 5, 2005
Page Six
Emissions Compliance Testing
In addition to RATA testing, Horizon has extensive recent experience in conducting emissions
compliance testing programs to fulfIll initial.and annual compliance test requirements associated
with electric utility facilities. This experience includes the demonstration of compliance with
extremely low BACT co~ntration limits associated with new simple cycle combustion turbines
as follows:
NOx-
CO-
YOC's -
Ammonia -
2 ppm and 5 ppm@ 15% O2
2 ppm and 6 ppm @ 15% O2
2ppm@ 15%02
5 ppm @ 15 % O2
In order to consistently demonstrate compliance with these low limits, it was necessary to
optimize, with formal Agency approval, existing Reference Methods.
)
Horizon has extensive experience in the initial compliance testing of gas turbines with extremely
low BACT limits for NOx, CO, VOC, particulate matter, and NH). Following is a list of recently
tested BACT facilities:
Pasadena-Department of Water & Power
Unit GT3 (simple cycle gas turbine)
Unit GT4 (simple cycle gas turbine)
.
.
.
.
Burbank Water & Power
Lake Unit 1 (simple cycle turbine)
Olive 1- (boilerlSCR retrofit)
Olive 2 (boilerlSCR retrofit)
Los Angeles Department of Water & Power
Harbor Units 1, 2, 10, 11, 12, 13 and 14 (simple and combined cycle turbines)
Haynes Units 5 and 6 (boilerlSCR retrofits)
Yalley Unit 5 (simple cycle turbine)
Valley Units 6 and 7 (combined cycle turbines)
Haynes units 9 and 10 (combined cycle turbines)
Cal Peak Power
Plant 3 (simple cycle gas turbine)
Plant 4 (simple cycle gas turbine)
Plant 5 (simple cycle gas turbine)
Thums Long BeachrUnit 1 (simple cycle gas turbine)
. .
J
City of Vernon, Light & Power Department
April 5, 2005
Page Seven
.
Procter & Gamble Paper Products Co.
Unit 1 (simple cycle gas turbine)
Unit 2 (combined cycle gas turbine)
Horizon has provided emission compliance testing services to the Los Angeles Department of
Water & Power (LADWP) at the following generating stations for the past five years (since 1999):
.
Harbor
Units 1, 2, 10, 11, 12, 13, and 14 (simple and combined cycle turbines)
.
Haynes
Units I, 2, 3,4,5, and 6 (steam generating boilers)
.
Valley
Units 1, 2, 3, (steam generating boilers)
Unit 5 (simple cycle turbine)
Units 6 and 7 (combined cycle turbines)
)
.
Scattergood
Units 1, 2, and 3 (steam generating boilers)
Special Sampling/Analytical Considerations - Gas Turbine Emissions Testing Within SCAQMD
Horizon has conducted initial compliance testing and RATA testing on seventeen (17) new gas
turbines within SCAQMD within the past two years. Through this experience, several unique
technical issues have arisen which warrant special consideration. Some of these issues are as
follows: .
I. The extremely low VOC limit(2 ppm @ 15% O2) required as BACT is sometimes
less than that of ambient air. Also, the 2 ppm VOC limit is only slightly above the
SCAQMD standard measurement method (SCAQMD Method 25.3) detection limit
of 1.5 ppm. Horizon had. developed sampling! analytical strategies to minimize
these above-mentioned Method limitations. Also, Horizon had worked with our
clients and SCAQMD to resolve these issues satisfactorily by using a more precise
modified Reference Method (EP A TO-12) specifically for. this application. Also,
Horizon has specified sample timing to minimize ambient air VOC background
concentrations.
2. The stack NOx concentration maybe extremely stratified in the exhaust stack due
to the exhaust duct/SCR and stack geometry. As a result of the stratification, the
facility CEMS probe placement and construction (an integrated probe may be
necessary) is critical to passing the RATA. In addition, the Reference Method
sampling must be altered to account for the NOx stratification.
. .
C)
City of Vernon, Light & Power Department
March 29, 2005
Page Eight
3. Ammonia slip can cause a reaction (given the high stack temperature) within the
stainless steel CEMS or Reference Method probe resulting in artificially high NOx
concentration readings. Horizon has modified our Reference Method probe
materials and sample technique to mitigate possible NH3 "interference."
4. The CO concentration may be less than 10% of the facility CEMS scale
necessitating non-standard Reference Method and RATA techniques.
Horizon has conducted emissions compliance testing at numerous other smaller electric generating
sources over this time period using the applicabl~ Reference Methods required of the testing
program proposed herein.
Please call me at (805) 498-8781 if you have any questions concemingthis proposal or the
associated costs. Horizon appreciates the opportunity to propose our service to City of\! emon and
look forward to your response. ·
)
VICES, INC.
. .
(---
J
ATTACHMENT A
Cost Quote
City of Vemon, Light & Power Department
Gas Turbine Units 1 and 2
Gas Turbine Units # 1 & #2 Compliance Test
Initial CEMS Certification
Initial Stratification & Low NOx Precision Testing
Initial RATA
Low CO (<1 ppm) Spiking RATA (if necessary)
Total
)
, .
$31,245.00
$ 4,630.00
$ 2,490.00
$ 7,740.00
$ 5.250.00
$51,355..00
. _ C~." . . _.
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.... . ; . - ---:"'J:i -
A I R MEA SUR E MEN T S E R V ICE S. I N G.
. .
o
HORIZON AIR MEASUREMENT SERVICES, INC
FEE SCHEDULE
TIME AND MATERIALS
AND PAYMENT TERMS
.JANUARY 2005
Time and Materials contracts, are billed according to the labor classification rate and direct cost
schedule below. Hourly rates include overhead, fees, and general administrative expenses.
Standard Hourly Rates
Classification
Rate
-)
Technical Director
Senior Project Manager
Air Quality Engineer/Scientist I
~ Quality Engineer/Scientist n
Air Quality Technician I
Air Quality Technician n
Word Processing and Clerical
$95.00
$85.00
$80.00
$70.00
$55.00
$45.00
$35.00
Field overtime in excess of8 hours/day is bi/ledat 125% of the standard hourly rate. Fieldovertime
in excess of 12 hours/day is billet! at 1500fiJ of the standard hourly rate.
Other Direct Costs
Charges for Other Direct Costs furnished by Horizon Air Measurement Services, Inc. (Horizon)are
billed on the basis of actual costs plus 15% according to the following schedule:
1. Travel expenses (including motel/hotel, rental cars, transportation costs)
2. Shipping
3. Mailing and Reproduction
4. Expendable materials and supplies
5. Other project related expenses
~96 LAWRENCE DR.. SUITE 108. NEWBURY PARK. CALIFORNIA 91320 . (8051498-8781 · FAX (805) 498-3173
. .
. '. The following direct cost items, if furnished by Horizon, are billed on the basis of actual cost plus
10%:
.
.
l_)
1.
2.
Outside equipment lease
Subcontractors
Specific internal expenses are billed according to the following schedule:
Continuous Emission Monitoring Laboratory
Vehicle Mileage (Auto)
Vehicle Mileage (Truck/CEM Trailer)
Report Publication, Reproduction and
Mailing
Equipment Use Fee
$55.00/hour
$ 0.35/mile
$ 0.49/mile
$50.00/and up
(by quote)
1 % of Fair Market Value
of test equipment per day
Cancellations
Cancellations or.postponements occurring with less than five (5) working days of the scheduled test
date will be subject to a minimum day charge of $360.00 for each person scheduled.
)
One-daynotice or on-site cancellations will be charged for any labor already incurred, such as source
test plan preparation, job preparation, travel and applicable materials or per diem expense.
Test programs exceeding two (2) days in length will be subject to a cancellation charge of 25% of
the total project value.
Payment Terms
Payment is due within thirty (30) days of the invoice date. If Client fails to timely pay the balance
due, Client agrees to pay a monthly service charge equal to one and one-half percent (1-1/2%) per
month (eighteen percent (18%) per annum) on the outstanding principal balance due.
Attornev's Fees
Client agrees to pay all costs and expenses of collection and reasonable attorneys' fees, if the balance
due is not timely paid, whether or not suit is filed thereon.
Inco.-poration by Reference
This Fee Schedule is incorporated by reference in all invoices of Horizon.
. .
.. l... '"-
, I.. ..
EXHIBIT B
Form Chan2e Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall be adjusted as follows:
City and Contractor agree that Contractor's schedule shall be adjusted as follows;
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Contractor (Horizon Air Measurement
Services, Inc.)
City (City of Vernon, California)
By
By
Date
Date
B-1
... z ...
I'" ..
. .
INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor Number: .
Date:
Specific Instructions to Contractor:
In accordance with the Terms and Conditions ofthe Agreement, the City classifies these
instructions as:
_ Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Contractor shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Contractor fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
_ A Change
(Contractorshall, within 10 days of the receipt ofthese instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, ifany.) In the event that City and Contractor fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Date
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor Representative
Date
B-2