HomeMy WebLinkAboutFacility Use and Indeminty Agreement with Cyanergy for Nutrient Removal and Algae Growth ProjectFACILITY USE AND INDEMNITY AGREEMENT
Between Cyanergy and the City of Meridian
for Nutrient Removal and Algae Growth Project
at the City of Meridian Wastewater Treatment Plant
This FACILITY USE AND INDEMNITY AGREEMENT is made this 25th day
of August, by and between Maxine Prior on behalf of Cyanergy, LLC, a limited liability
company organized under the laws of the State of Idaho, whose address is 2254 W.
Trestle Way, Meridian, Idaho (hereinafter "Cyanergy"), and the City of Meridian, Idaho,
a municipal corporation organized under the laws of the State of Idaho (hereinafter
"City"), whose address is 33 E. Broadway Ave., Meridian, Idaho.
WHEREAS, pursuant to the Work Plan attached hereto as Exhibit A, Cyanergy
seeks to work with the City of Meridian Public Works Department to complete a pilot
study on wastewater, to-wit: reduction of nutrient levels in secondarily treated wastewater
and the viability of using wastewater to grow algae for the purposes of extracting
nutrients and producing biofuel; and
WHEREAS, pursuant to the Work Plan attached hereto as Exhibit A, the City of
Meridian Public Works Department is willing to allow Cyanergy to access and use its
facility and equipment for these purposes in return for a final report of Cyanergy's
findings at the conclusion of her project;
NOW THEREFORE, in consideration of the recitals and mutual covenants,
agreements, and inducements contained herein, the parties hereby agree as follows:
I. SCOPE OF PERMISSIONS GRANTED BY CITY.
A. Time of access and use. Cyanergy shall be granted access to and use of City
facilities and equipment only during normal business hours and at such times
expressly permitted by the Director of the City of Meridian Public Works
Department and his designee(s) ("Public Works"). The selection and designation
of the personnel of City in the performance of this agreement shall be made by
City.
B. Scope of access and use. Cyanergy's access to and use of City facilities and
equipment shall be limited to the uses set forth in the "Nutrient Removal and
Algae Growth in Post Secondarily Treated Wastewater/Work Plan" attached
hereto as Exhibit A and incorporated herein by reference ("Work Plan"), as well
as by all reasonable restrictions on such access and use as shall be established by
Public Works. Cyanergy shall access and use City facilities and accomplish all
work under this Agreement only insofar as such access and use is consistent with
the requirements and standards established by applicable federal, state and city
laws, ordinances, regulations and resolutions.
INDEMNITYAGREEMENT - CYENERGY WASTEWATER RESEARCH PROJECT PAGE 1 OF 10
C. Preservation of health and safety. Cyanergy represents and warrants that it is,
and all of its members, agents, and employees are, fully qualified to, and shall,
perform the project and all components thereof as described in the Work Plan in
accordance with generally accepted industry standards and practices. Neither
Cyanergy nor any byproduct or component of its project shall in any way harm or
endanger the health, safety, and/or welfare of Cyanergy members, agents, or
employees; any member of the public; and/or City staff. Neither Cyanergy nor
any byproduct or component of its project shall damage, endanger, or affect City
facilities or equipment or the operation of City facilities or equipment.
D. Time of performance. This Agreement shall become effective upon execution
by both parties, and shall expire upon October 31, 2009, unless sooner terminated
or extended as provided herein.
E. No compensation. Except as expressly set forth herein, neither Cyanergy nor
City shall be entitled to receive any compensation, salary, wages, or other type of
remuneration for deliverables rendered under this Agreement.
II. INDEMNIFICATION.
A. Indemnification. In consideration of Cyanergy's access to and use of City
facilities and equipment to complete the project as described in the Work Plan,
Cyanergy shall, and hereby does, indemnify and save and hold harmless City
from and for any and all losses; claims; actions; judgments for damages; injury to
its members, agents, or employees, other persons, or property;and/or losses and
expenses caused or incurred by Cyanergy and not caused by or arising out of the
tortious conduct of City of Meridian. Cyanergy acknowledges that accessing or
using City facilities and equipment carries a risk of injury and/or death, and
assumes these and any and all other risks and hazards of such activity and any
activity related thereto. Cyanergy forever waives and releases, on behalf of itself,
its members, its agents, its employees, and their heirs, executors, administrators,
assigns, and/or personal representatives, any and all claims and/or rights for
damages Cyanergy and its members, agents, and/or employees now has or may
hereafter have against the City of Meridian and/or its employees, elected officials,
agents, guests, and/or business invitees, suffered in connection with or arising out
of Cyanergy's access to and use of City facilities and/or any activity related
thereto and not caused by or arising out of the tortious conduct of the City of
Meridian or its employees.
B. No coverage provided. Cyanergy acknowledges that the City of Meridian shall
not provide for Cyanergy or for its members, agents, or employees any insurance
or coverage of any kind, whether financial, medical, or otherwise, for any
accidents, injuries, illnesses, losses, or damages that result during or arise out of
Cyanergy's actions hereunder and/or any activity related thereto.
INDEMNITYAGREEMENT - CYENERGY WASTEWATER RESEARCH PROJECT PAGE 2 OF 10
C. Waiver. Cyanergy and its members, agents, and employees waive any and all
claims and recourse against City, including the right of contribution for loss and
damage to persons or property arising from, growing out of, or in any way
connected with or incident to Cyanergy's performance of this Agreement,
whether such loss or damage may be attributable to known or unknown
conditions, except for liability caused by or arising out of the tortious conduct of
the City of Meridian or its employees.
D. Worker's compensation. Cyanergy shall not be required by this Agreement to
obtain worker's compensation insurance because its member, Maxine Prior, will
be acting as a sole practitioner; however, should Cyanergy, in the course of work
related to this Agreement, employ any person, Cyanergy shall notify City
immediately and shall obtain worker's compensation insurance in the statutory
limits as required by law.
III. GENERAL PROVISIONS.
A. Relationship of Parties. Cyanergy is, and its members, agents, and employees
are, neither an independent contractor(s) nor an employee(s), agent(s), joint
venturer(s), or partner(s) of City. Nothing in this Agreement shall be interpreted
or construed as creating or establishing the relationship of employer and
employee between Cyanergy and City or any official, agent, or employee of City;
or between any Cyanergy member, agent, or employee and the City or any
official, agent, or employee of City.
B. Termination. If, through any cause, Cyanergy fails to comply with the terms of
this Agreement, violates any of the covenants, agreements, and/or stipulations of
this Agreement, falsifies any record or document required to be prepared under
this agreement, engages in fraud, dishonesty, or any other act of misconduct in the
performance of this contract, and/or if the City Council determines that
termination of this Agreement is in the best interest of City, City shall thereupon
have the right to immediately terminate this Agreement by providing written
notice to Cyanergy of such termination. Cyanergy may immediately terminate
this Agreement at any time by providing written notice to City. Notwithstanding
this or any other provision of this Agreement, Cyanergy shall not be relieved of
liability to City for any damages sustained by City by virtue of any breach of this
Agreement by Cyanergy. This provision shall survive the termination of this
agreement.
C. Notices. Any and all notices required to be given by either of the parties hereto,
unless otherwise stated in this agreement, shall be in writing and be deemed
communicated when mailed by United States Mail, certified, return receipt
requested, addressed as follows:
INDEMNITYAGREEMENT - CYENERGY WASTEWATER RESEARCH PROJECT PAGE 3 OF 10
City: City of Meridian Public Works Dept.
Attn: Richard Dees
33 E. Broadway Avenue
Meridian, Idaho 83642
Cyanergy: Cyanergy, LLC
Attn: Maxine Prior
2254 W. Trestle Drive
Meridian, Idaho 83646
Either party may change their address for the purpose of this paragraph by giving
written notice of such change to the other in the manner herein provided.
D. Compliance with laws. In participating in the Project and/or any activity related
thereto, Cyanergy shall comply with all applicable laws, ordinances, policies, and
codes of Federal, State, and local governments, and shall not discriminate against
any person on the basis of race, color, religion, sex, national origin or ancestry,
age or disability.
E. Construction and severability. If any part of this Agreement is held to be
invalid or unenforceable, such holding will not affect the validity or enforceability
of any other part of this Agreement so long as the remainder of the Agreement is
reasonably capable of completion.
F. Assignment. It is expressly agreed and understood by the parties hereto, that
Cyanergy shall not have the right to assign, transfer, hypothecate or sell any of her
rights under this Agreement except upon the prior express written consent of City.
G. Reports and information. At such times and in such forms as City may require,
there shall be furnished to City such statements, records, reports, data and
information as City may request pertaining to matters covered by this Agreement.
Cyanergy shall maintain all writings, documents and records prepared or
compiled in connection with the performance of this Agreement for a minimum of
four (4) years from the termination or completion of this or Agreement. This
includes any handwriting, typewriting, printing, photo static, photographic and
every other means of recording upon any tangible thing, any form of
communication or representation including letters, words, pictures, sounds or
symbols or any combination thereof.
H. Successors and Assigns. All of the terms, provisions, covenants and conditions
of this Agreement shall inure to the benefit of, and shall be binding upon, each
party and their successors, assigns, legal representatives, heirs, executors, and
administrators.
INDEMNITYAGREEMENT - CYENERGY WASTEWATER RESEARCH PROJECT PAGE 4 OF 10
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I. Entire Agreement. This Agreement contains the entire agreement of the parties ~.
and supersedes any_and all other agreements or understandings, oral of written,
whether previous to-the execution hereof or contemporaneous herewith.
J. Advice of Attorney: Each-party warrants and represents that in executing this
_Agreement, it has received independent legal advice from its attorney, and/or has
received the opportunityto seek such advice.
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K. Applicable Law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be
in the courts of Ada. County, Idaho.
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IN WITNESS WHEREOF, the parties shall cause this Agreement to be
executed by their duly authorized officers to be effective as of the day and yeaz first
"above written.
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CYANERGY:
STATE OF Idaho )
w
County of vt-~ )
I HEREBY CERTIFY that on this ~ day of
Maxine Prior 2oo9,before the undersigned, a Notary
Cyanergy, LLC r ;~ ~ iState of Idaho, personally appeared '~
iViaaine Prior, known to me to be the person who
executed.the said instrument, and acknowledged to
me that she executed the same.-
-IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal, the day and yeaz in
~'~• ~~ this certificate first above written.
~~~
No Pu for I o
Residing at Q~t~ daho
My Commission Expires: ~ ! /
CITY OF MERIDIAN:
BY: ~ ~,,~
Tammy W erd, Mayor' ````~~`o~,~.~ ®j,~~~~'~,~~~/.
~.
~~~ ~
Attest• _ L
Jaycee olman, City Clem ~, _'
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,,,,,~~q coU~ \oQ\,,~,
hii~nin n~~~~~~ ~ ,
INDEMNITYAGREEMENT- CYENERGY WASTEWATER RESEARCHPROJECT PAGE 5 OF 10
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Exhibit A
INDEMNITYAGREEMENT- CYENERGY WASTEWATER RESEARCH PROJECT PAGE 6 OF 10
Nutrient Removal and Algae Growth in Post
Secondarily Treated Wastewater
Work Plan
July 2009
Meridian, ID
Cyanergy LLC
a. Project Summary
The first of two goals for this project is to reduce nutrient levels in secondarily
treated wastewater. This project will monitor the reduction of phosphate and
nitrate in wastewater using the algae Botryococcus braunii in a photo
bioreactor. Previous laboratory studies have shown that B. braunii is
successful in the uptake of nutrients from the proposed wastewater stream.
Phosphate and nitrate concentrations are expected to be considerably lowered,
dependent on flow rate. Based on laboratory data, a reduction of 40% to 50%
is well within expectations.
The second goal is to produce a successful crop of algae grown exclusively on
wastewater in the photo bioreactor system. Bioreactor design efficiency will
be tested based on algae biomass and nutrient removal. The strain of algae
used for this project, B. braunii is known to be resilient to bacteria and should
thrive in the wastewater conditions.
B. braunii is known to have a high lipid content that may be extracted and
used for biofuel. This project will be conducted with the consideration of a
future extraction process.
b. Objectives and Tasks
1. Set up of photo bioreactor near secondary clarifier area. Configure water
pump and backflow preventer to draw from post secondary clarifier stream.
2. Inoculate the photo bioreactor with B. braunii and monitor cell growth
until a high cell count is achieved, approximately four weeks.
3. Once a high cell count is achieved, begin continuous flow of wastewater
through the reactor. Monitor feed stream and effluent stream for nutrient
concentrations.
4. Following a four week run, drain wastewater from the reactor, dry and
weigh mass of algae. Extraction of the lipids may take place at a separate
location if applicable.
5. A final report with all findings will be generated and shared with the city of
Meridian.
c. Obstacles and Challenges
1. The main challenge will be to contain the algae within the photo bioreactor
system to maintain a high cell concentration. The effluent from the reactor
will exit through a weir to trap a majority of the algae population.
Following the weir, the effluent will pass through a ceramic filter before
being rejoined with the post secondary clarifier stream.
Cyanergy LLC
d. Participating Organizations
1. Maxine Prior, Cyanergy, LLC
Mrs. Prior will be the principle investigator and engineer.
Design, construct and setup of photo bioreactor.
Maintain reactor and troubleshoot any issues.
Sample and test feed and effluent stream.
Maintain algae culture.
Drain and dry algae after project completion.
Generate report and submit to the city of Meridian.
2. Kevin Feris Ph.D., Boise State University
Dr. Feris will act as primary consultant/microbiologist.
Rich Dees, Meridian's Wastewater Treatment Facility
Primary contact
Participation from the Treatment Facility will include access to the
facility during normal hours of operation to maintain the system and
access to water testing facility.
Implementation Timeline
2009
Activities '-' `~' `~'' `r `r' ~O ~ °° °~
~
X a
3 a
3 a
3 ~
3 a
3 ~
3 a
3 a
3
1. Reactor setup and connect to water X
1 supply.
Inoculate reactor with B. braunii and
1. monitor cell growth. X X X X
2 Troubleshoot any issues with reactor.
Begin continuous flow of wastewater.
1. Monitor nutrient concentrations. X X X X
3 Troubleshoot any issues with reactor.
1. Drain reactor, dry and weigh algae X
4 mass.
1'
5 Report generation and submission. X
Cyanergy LLC
Contact Information of Key Personnel
Po~izio~ ~ Address T~e# `;ltt~t: - -
Principal Maxine 2254 W. Trestle Drive 208-250-2978 maxineprior@hotmail.com
Investigator Prior Meridian, ID 83646
/En ineer
Consultant Kevin Department of Biology 208-426-5498 KevinFeris@boisestate.edu
/Microbiologist Feris, Ph.D. Boise State University
Boise, ID 83725
City Contact Rich Dees City of Meridian 208-888-2191 rdees@meridiancity.org
Water Treatment
Facili
Cyanergy LLC