HomeMy WebLinkAboutFacility Use and Indemnity Agreement with Schwing Bioset for WWTP Demonstration Biosolids Stabilization SystemFACILITY USE AND INDEMNITY AGREEMENT
Between Schwing Bioset and the City of Meridian
for Mobile Bioset Equipment Demonstration
at the City of Meridian Wastewater Treatment Plant
This FACILITY USE AND INDEMNITY AGREEMENT is made this ~ day of
2011, by and between Schwing Bioset, Inc., a corporation organized under the
laws of the State of Minnesota, whose address is 350 SMC Drive, Somerset, Wisconsin
(hereinafter "Schwing Bioset"), 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 proposal attached hereto as Exhibit A, Schwing Bioset seeks
to work with the City of Meridian Public Works Department to complete a demonstration of its
Mobile Bioset Equipment at the City of Meridian Wastewater Treatment Plant; and
WHEREAS, pursuant to the proposal attached hereto as Exhibit A, the City of Meridian
Public Works Department is willing to allow Schwing Bioset to access and use its facility and
equipment for these purposes in return for post-demonstration deliverables provided. at the
conclusion of the demonstration;
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. Schwing Bioset 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/or 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. Schwing Bioset's access to and use of City facilities and
equipment shall be limited to the activities set forth in the proposal attached hereto as
Exhibit A and incorporated herein by reference ("proposal"), as well as by all reasonable
restrictions on such access and use as shall be established by Public Works Staff.
Schwing Bioset shall access and use City facilities and accomplish all activities under
this Agreement only insofar as such access and activities are consistent with the
requirements and standards established by applicable federal, state and city laws,
ordinances, regulations and resolutions.
C. Preservation of health and safety. Schwing Bioset represents and warrants that it is,
and all of its members, agents, and employees are, fully qualified to, and shall, perform
the activities and all components thereof as described in the proposal (Exhibit A) in
accordance with generally accepted industry standards and practices. Neither Schwing
Bioset nor any byproduct or component of its activities shall in any way harm or
INDEMNITYAGREEMENT - SCHWING BIOSET WWTP DEMONSTRATION PAGE 1
endanger the health, safety, and/or welfare of Schwing Bioset members, agents, or
employees; the environment; any member of the public; and/or City staff. Neither
Schwing Bioset nor any byproduct or component of its activities 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 at 11:59 p.m. on Saturday, October 29, 201 1, unless sooner
terminated or extended as provided herein.
E. No compensation. Except as expressly set forth herein, neither Schwing Bioset nor City
shall be entitled to receive any compensation, salary, wages, or other type of
remuneration for activities undertaken or deliverables rendered under this Agreement.
II. INDEMNIFICATION.
A. Indemnification. Inconsideration of Schwing Bioset's access to and use of City
facilities and equipment to complete the activities as described in the proposal, Schwing
Bioset 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 Schwing Bioset and not caused by or arising out of the tortious conduct of City of
Meridian. Schwing Bioset 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. Schwing Bioset
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 Schwing Bioset 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 Schwing Bioset'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. Schwing Bioset acknowledges that the City of Meridian shall
not provide for. Schwing Bioset 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 Schwing Bioset's
actions hereunder and/or any activity related thereto.
C. Waiver. Schwing Bioset 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 Schwing Bioset's performance of or actions taken under this Agreement,
whether such loss or damage maybe 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.
INDEMNITYAGREEMENT - SCHWING BIOSET WWTP DEMONSTRATION PAGE 2
D. Worker's compensation. Throughout the course of this agreement, Schwing Bioset
shall obtain worker's compensation insurance in the statutory limits as required by Idaho
law.
III. GENERAL PROVISIONS.
A. Relationship of Parties. Schwing Bioset 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 Schwing
Bioset and City or any official, agent, or employee of City; or between an Schwin
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Bioset member, agent, or employee and the City or any official, agent, or employee of
City.
B. Termination. If, through any cause, Schwing Bioset 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 Schwing Bioset of
such termination. Schwing Bioset may immediately terminate this Agreement at any
time by providing written notice to City. Notwithstanding this or any other provision of
this Agreement, Schwing Bioset shall not be relieved of liability to City for any damages
sustained by City by virtue of any breach of this Agreement by Schwing Bioset. 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, addressed as follows:
City: City of Meridian Public Works Dept.
Attn: Tom Barry
33 E. Broadway Avenue
Meridian, Idaho 83642
Schwing Bioset: Schwing Bioset, LLC
Attn: Nancy Predatsch
Western Regional Sales Manager
350 SMC Drive
Somerset, Wisconsin 54025
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 all activities undertaken under this Agreement, Schwing
Bioset shall comply with all applicable laws, ordinances, policies, and codes of Federal,
INDEMNITYAGREEMENT - SCHWING BIOSET WWTP DEMONSTRATION PAGE 3
State, and local governments, and shall not discriminate against an erson on the basis
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o 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 enforceabilit of an other art
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of this Agreement so long as the remainder of the Agreement is reasonabl ca able of
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completion.
F. Assignment. It is expressly agreed and understood by the parties hereto, that Schwin
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Bioset shall not have the right to assign, transfer, hypothecate or sell any rights conve ed
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under this Agreement except upon the prior express written consent of City.
G. Successors and assigns. All of the terms, provisions, covenants and conditions of this
Agreement shall inure to the benefit of, and shall be binding u on, each art and their
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successors, assigns, legal representatives, heirs, executors, and administrators.
H. 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.
I. Advice of attorney. Each party warrants and represents that in executing this
Agreement, it has received independent legal advice from its attorne and/or has received
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the opportunity to seek such advice.
J. Warranty of authority. Nancy Predatsch expressly warrants that she is duly authorized
to act as the representative and agent of Schwing Bioset and its principals. Ms. Predatsch
further warrants that she is authorized to bind Schwing Bioset and its principals to all
provisions set forth herein, and to accept the liabilities as established herein on behalf of
Schwing Bioset and its principals.
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.
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 year first above written.
SCHWI SET: CITY OF MERIDIAN:
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Schwing Bioset, Inc.
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INDEMNITYAGREEMENT - SCHWING BIOSET WWTP Drs ~1~~ ` ~,~~~~~~
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EXHIBIT A
SCHWING BIOSET PROPOSAL
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BIOS ET
350 SMC Drive
Somerset, WI 54025
Phone: (715) 247-3433
Fax: (715) 247-3438
September 15, 2011
City of Meridian
Public Works
33E. Broadway Ave
Suite 200
Meridian, ID 83642
Attention: Mr. Thomas Barry
Subject: Mobile Bioset Equipment Demonstration
Bioset Process -Class AIEQ Biosolids Stabilization System
Schwing Bioset, Inc. Quotation No. 2011141
EQUIPMENT RENTAL
Schwing Bioset is pleased to offer the following equipment for rental.
• One (1) set Bioset Process equipment and controls
• One (1) lot of process chemicals (quick lime and sulfamic acid)
• One (1) week of service (including travel)
Mobilization Fee .........................................................Waived
Equipment Rental Rate ..................................................Waived /week
Service Technician .......................................................Waived /week
Clarificatinnc~
1. The "Mobilization Fee" includes freight to the Customer's facility and one (1) week of
service by a Schwing Bioset field technician and return freight to Schwing Bioset.
2. The "Equipment Rental Rate" includes installation labor, operation/maintenancelsbor,
and consumables (sulfamic acid and two (2) tons of lime is included). City staff should
be made available to assist with equipment setup.
3. Customer shall provide a forklift or other means for set-up capable to lift 3000 lbs lime
bags to a height of 17 feet.
Schwing Bioset, Inc.
4. Customer shall procure and provide necessary process chemicals to ensure adequate
supply for an additional two (2) days of demonstration.
5. Control enclosure includes motor starters and variable speed drives; 480 V / 3 phase
power with 100 amp service provided by customer. Actual power consumption will be
less depending on processing rate and material properties.
6. Customer shall deliver biosolids to the Sludge Feed Conveyor.
7. Customer shall provide potable water for the ammonia scrubber, and pump water box and
for general cleaning purposes.
8. Customer is responsible for cleanup and disposal of all processed class-A sludge and any
other residuals. Also, location for cleanout of equipment is the responsibility of the
customer.
9. Two (2) Schwing Bioset Inc. representatives will be onsite for set-up, operation, and
teardown of the Mobile Bioset Unit for One (1) week.
10. Acceptance of this proposal includes the willingness of the customer to host this
equipment demonstration to additional city or engineering staff or other private
businesses invited by Schwing Bioset.
ADDITIONAL DEMONSTRATION CONDITIONS
The following conditions will be performed by Schwing Bioset during the demonstration:
1. PRE DEMONSTRATION
Schwing Bioset will provide a technical presentation to the Public Works
Department staff prior to setup and operations of the demonstration project. The
presentation should include an introduction to the process, mobile equipment
utilized, process flow, chemical requirements, and staffing needs. The
presentation will also provide for opportunity to discuss issues and questions
related to the Bioset treatment process.
2. POST DEMONSTRATION
Upon completion of the demonstration period, Schwing Bioset will provide the City
of Meridian a technical report and presentation in a timeline conducive to both parties
that describes:
• Results of the demonstration project
• Equipment, process chemicals and Bioset process reliability
• Operational requirements for Bioset equipment
• Cost benefit summary of Bioset process to achieve Class A biosolids in
comparison to other pathogen reduction alternatives (aerated static pile, etc.)
• A draft design plan for a fully operational Bioset Lime Stabilization process
scoped for current and future biosolids generation, and installed at our
Wastewater Treatment and Reclamation Facility, including:
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Schwing Bioset, Inc.
o Costs, footprint required, equipment and chemical costs, staffing
requirements, energy requirements, maintenance schedule, regulatory
requirements, etc.
o Warranty, service, and technical support provided by Schwing Bioset
AVAILABILITY
Equipment will be on display at the WEFTEC conference in Los Angeles from October 17-
19. Upon leaving the convention center the equipment will be delivered to Meridian on
Friday, October 21 or Monday October 24. The equipment will be setup on Monday,
October 24 for piloting on Tuesday (Oct 25) through Friday (Oct 28) and be decommissioned
upon completion of testing on Friday.
If you have any questions, please don't hesitate to contact me by phone (b 12-8b7-4429) or E-
mail: ldivalentino(a~schwingbioset.com.
Yours very truly,
Schwing Bioset, Inc.
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Joshua R. DiValentino
Western Regional Sales Manager
Upon aicept~nce oI`this proposal, please sig~~ ar~d rei~~~ to Mr.:i~'alcntino.
.~.cceptcd by: .
Title: •
.Date: w
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