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Home My WebLink AboutPilot Project Agreement with Stellar Technologies for Wastewater Anaerobic Testing PILOT PROJECT AGREEMENT This Pilot Project Agreement ("Agreement") is entered into this f¿ffi.dayof ð U/YI..i!- , 2003, by and between STELLAR TECHNOLOGIES LLC ("Stellar"), whose address is 1550 South Tech Lane, Meridian, Idaho 83642, and CITY OF MERIDIAN ("Meridian"), whose address is 33 E. Idaho Ave., Meridian, Idaho 83642. RECITALS WHEREAS, Stellar desires to temporarily install and test anaerobic wastewater treatment apparatus as more particularly described on Exhibit A attached hereto and incorporated herein (the "Pilot"). WHEREAS, Meridian desires to allow Stellar to temporarily install and test the Pilot with certain limitations and conditions at Meridian's wastewater treatment plant located at 3410 N, Ten Mile Road, Meridian, Idaho 83642 (the "Plant"). WHEREAS, Stellar is a Meridian business, and facilitating the Pilot Project may lead to an increase in the commercial tax and employment base within the City of Meridian. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation, provision of test results and data from Stellar to Meridian, the parties agree as follows: 1. Stellar may install the Pilot at the Plant at its sole cost and option and at no expense to Meridian. 2, Meridian shall provide adequate space and access at the Plant for installation of the Pilot and for gathering ongoing data, conducting maintenance and making necessary modifications to the Pilot during the term ofthis Agreement and any extensions. Meridian shall not be responsible or otherwise liable for any maintenance or modification. 3. Meridian shall provide a continuous 110-volt power source for operation of the Pilot and access to wastewater for treatment and testing purposes. Stellar shall reimburse Meridian for the cost of the electicity supplied to the Pilot. 4. Stellar shall operate the Pilot in such a manner as to not interfere with Meridian's operation of its wastewater treatment plant. If operation ofthe Pilot interferes with Meridian's Plant, the Waste Water Superintendent, or his designee, in their sole discretion may direct Stellar to suspend its operations or eliminate the interference and Stellar will immediately comply with such directive. PILOT PROJECT AGREEMENT - 1 Z,IW"kIMIM,ridiaD\Meridi'D 15360M\Sewei,pilot Proj", A", . Meridi", W""w"", SteU" Teoh M,y 2003 redlin, drnft.dcc MISCELLANEOUS PROVISIONS 1. No SalelNo Warranties. In addition to the disclaimer stated in Section 5 below, this pilot project is only entered into on the express understanding that the Pilot is not being sold or leased to Meridian. Consequently, THERE IS NO EXPRESS WARRANTY MADE BY STELLAR REGARDING THE PILOT. THERE IS ALSO NO IMPLIED WARRANTY THAT THE PILOT SHALL BE MERCHANT ABLE AND NO IMPLIED WARRANTY THAT THE SYSTEM SHALL BE FIT FOR ANY PARTICULAR PURPOSE. 2. Title to Property. Stellar shall remain the sole owner of the Pilot and all fixtures appurtenant thereto. Title to the Pilot shall remain with Stellar. The Pilot and all fixtures appurtènant thereto shall not be considered fixtures of Meridian, and shall not be used as security for any of Meridian's obligations or otherwise encumbered in any way. 3. Access. As a condition to acceptance of this Pilot Proposal, Meridian shall allow Stellar to retain access to the Pilot at all reasonable times for purposes of maintenance, monitoring, repair, removal, replacement or other observation. 4. Insurance and Indemnity. At all times during which the Pilot is installed ou Meridian's premises, Stellar shall defend, indemnify and hold Meridian hannless from damages, and provide a certificate of insurance evidencing liability and casualty insurance coverage for any damage caused to or by the Pilot with limits of at least one million dollars for liability coverage. 5. Disclaimer. THIS IS A TEST PROJECT ONLY WITH NO REPRESENTATION WHATSOEVER AS TO ACTUAL RESULTS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A CONTRACT TO PROVIDE ANY W ASTEW ATER TREATMENT EQUIPMENT OR SERVICES AND SHALL NOT BE CONSTRUED AS A REPRESENTATION THAT INSTALLATION OF THE PILOT WILL PROVIDE ANY BENEFIT TO W ASTEW ATER TREATMENT OR OTHERWISE ASSIST MERIDIAN IN ITS WASTEWATER TREATMENT OPERATIONS. 6. Force Majeure. Neither party will be liable for any loss or damage sustained by the other party because of any delay in perfonnance or noncompliance with any provision of this Proposal that results from an act, event, omission, or cause beyond its reasonable control and without its fault or negligence, including but not limited to, strikes, lockouts, civil co=otion, riots, wars, fIres, explosions, floods, earthquakes, embargoes, inability to obtain suitable raw material, equipment, fuel, power, components, or transportation, or acts of civil or military authority. 7. Term and Termination. This Agreement shall remain in effect for six (6) months from the date hereof unless earlier tenninated as provided below. The parties may extend the Agreement for additional six (6) month periods upon mutual agreement PILOT PROJECT AGREEMENT - 2 Z,\WmkIMIMendian\M,rid;aD J5360M\Sew"wilot Pmj,,' A", - Merid;" W"tewa", S"II" T"b May 2003 redline d"ft.doc in writing. Notwithstanding the term of this Agreement, either party may terminate the relationship for any reason whatsoever upon thirty (30) days written notice to the other party. Upon termination, Stellar shall be allowed a reasonable time to remove the Pilot, but in any case, such equipment shall be removed within thirty (30) days after termination unless Meridian grants an extension for good cause. 8. Restraint on Sales. Stellar agrees for itself, its successors and assigns, that it will not sell, market, construct, or license its technology or processes to any residential development located in whole, or in part, within the Meridian Area of City Impact (as designated in the 2002 Comprehensive Land Use Plan) prior to June 1, 2023. IN WIT~S WHEREOF, the parties have hereunto executed this Agreement effective as of ~ /,(J ,2003, STELLAR TECHNOLOGIES LLC B~ ~&, Authorized Board Member CITY OF MERIDIAN BY:~~ Name: Robert D. Corrie Title: Mavor PILOT PROJECT AGREEMENT - 3 Z,IWo,klMlMeridiaDlMeridiaD 15360MIS,w.,lPiJo( Project AI<' - Meridia" W"tewa(., Stel1acTecb May 2003 redlin' ""ft.do, EXHIBIT A-I Description of Pilot The pilot will consist of two polyethylene tanks, connected in series, manufactured by Rotonics Manufacturing Inc. of Caldwell, ill. Each tank will have a nominal capacity of two thousand, eight hundred gallons and will be seven, . feet, nine inches in diameter and eight feet, nine inches in height. They will be emplaced as shown in Exhibit A-2 (attached). Two pumps, each of one-half horsepower, will supply wastewater to the pilot. Nonnal or average flow, of approximately 8 gallons per minute, will be supplied by the first pump on a 24 hour per day basis. Surge flow of 16 gallons per minute will be supplied with both pumps operating four hours in the morning and four hours in the late afternoon and early evening. Wastewater will be pumped from the receiving chamber at the top of the screw pumps following screening. The treated wastewater will be returned to the chamber at the base of the screw pumps. APPENDIX A-2 Pilot Locat ion Plot Scale 1" =8' 35' . 4 15' \ 17' AREA ACCESS ROAD (Blocked off as per John Shawcroft) INFLUENT LINE (From Pumps to Tank 1) EFFLUENT PIPE (To lower screw pump basin) EARTH BERM -31 FEET WIDE 27 FEET DEEP, APPROX. 8 FEET HIGH 1 PUMPS 02 @1/2 HP UPPER SCREW PUMP BASIN