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1540 Novozymes Field Trial Agreement1y q6 5?1m'iiPf11� UTILITY DEPARTMENT T RANSMITTAL MEMO RANDUM To: City Clerk RE: Novozymes Field Trial Agreement The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ ❑ Letter of Credit Maintenance Bond ❑ ® Rendering Pmt Safe keeping (Vault) � ` C ❑ Ordinance El `l ❑ Performance Bond / V- ❑ Resolution El Once completed, please: ❑ Return original ❑ Return copy El Special Instructions: Please advise if you have any questions regarding the above. Thank you! From rfl/Zylr2 Date - )4- e71A7tiN7 Mb FIELD TRIAL AGREEMENT This Field Trial Agreement (this "Agreement ") is entered into and effective as of September 4, 2012 (the "Effective Date "), by and between Novozymes Biologicals, Inc. ( "Novozymes "), located at 5400 Corporate Circle, Salem, VA 24153 and the City of Sanford, Florida (the "City "). The City and Novozymes shall be referred individually as a "Party" or collectively as the "Parties ". WITNESSETH WHEREAS, Novozymes, represents that it has certain materials, data and other technical and /or business information and know -how which in whole or in part are considered by Novozymes to be proprietary and confidential; WHEREAS, Novozymes is the leading world -wide biosolutions company which develops, manufactures and sells industrial enzymes and microorganisms; WHEREAS, the City owns and operates water and wastewater treatment facilities throughout the City and provides reclaimed water for irrigation, residential and commercial uses; WHEREAS, the City owns operates the South Water Reclamation Facility (SWRF), a 2.0 MGD continuous sequencing batch reactor — oxidation ditch (Kruger T- Ditch) wastewater treatment plant, for the purpose of removing wastewater pollutants and nitrogen, and WHEREAS, the City is permitted by the State of Florida to reuse or discharge treated wastewater under the terms and conditions under permit FLA181714 -006 as issued under the provisions of Chapter 403, Florida Statutes, and applicable rules of the Florida Administrative Code, and WHEREAS, Novozymes and the City desire to collaborate on field trials concerning Novozymes' biological product which contains a high concentration of denitrifying organisms for the intent of improving denitrification capacity of municipal and industrial wastewater treatment plants, as more fully described on Attachment A attached hereto. NOW THEREFORE, in consideration of the mutual covenants herein contained, and with the intent to be legally bound, the parties hereto agree to the following: 1. PROGRAM The Parties will work together in good faith to conduct the field trial program (the "Program ") in accordance with the Program description in Attachment A . The Parties acknowledge and agree that additional trials can be added to this Agreement upon mutual agreement of the Parties and as a result Attachment A may be amended from time to time to reflect the additional trials. Each subsequently agreed upon trial shall be subject to the terms and conditions of this Agreement. 2. CONTRIBUTIONS OF THE PARTIES Each Party shall perform the tasks assigned to it pursuant to the Program as set forth in Attachment A and shall bear its own costs and expenses with regard to performing the tasks. 3. CONFIDENTIAL INFORMATION; PUBLICATION NZ #20111925 3.1 For purposes of this Agreement, "Confidential Information" means all information disclosed by Novozymes to the City during the term of this Agreement, of which such information shall include without limitation, information, whether written, oral or in any other form, and whether or not marked or identified as confidential or proprietary, including without limitation, reports, business proposals, presentations, analyses, studies, patents, patent applications, inventions, discoveries, financial information, information concerning product differentiation, microorganisms, assays, samples, formula, product positioning, field trial data and results, strategic and market research information, customer lists, pricing, other relevant marketing information, and other tangible and intangible information regarding or reflecting the Program, Novozymes or any terms and conditions of this Agreement. Water quality data generated by the City for the purpose of environmental compliance which is subject to State or Federal disclosure requirements shall not be deemed Confidential Information. 3.2 Subject to the City's obligations pursuant to Fla. Stat. § 119.01 et seq. (the "Florida Public Records Act "), the City shall use Confidential Information solely for the purpose of conducting the Program and shall hold in strict confidence, and refrain from publishing, disseminating or otherwise disclosing to third parties, all Confidential Information without the prior consent of Novozymes. The City further agrees that all personnel it selects to have access to Confidential Information in order to conduct this Program, shall be bound in writing by an appropriate agreement to maintain the Confidential Information pursuant to this Agreement. 3.3 Subject to the City's obligations pursuant to the Florida Public Records Act, the City shall use reasonable efforts to prevent the disclosure of Novozymes' Confidential Information to third parties after the termination or expiration of this Agreement. 3.4 All reports, data and /or presentations related to the Project shall be deemed Novozymes' Confidential Information and shall be maintained as confidential by the City, subject to Sections 3.2 and 3.3 of this Agreement. 3.5 Notwithstanding the foregoing, the Parties acknowledge that it may be beneficial to publish certain results obtained as a result of the Program. In such event, the Party wishing to publish results of the Program shall notify the other Party of all details of the proposed publication at least sixty (60) days prior to any proposed publication. The other Party shall have the right to review the proposed manuscript for a period not to exceed sixty (60) days after receipt thereof to assure: (1) that no Confidential Information is contained in the manuscript; and (2) that the proposed publication or presentation date does not affect pending patents. The reviewing Party shall, within such sixty (60) day period, provide the other Party written notice of the reviewing Party's request to revise the manuscript in order to remove Confidential Information or information which affects pending patents, or to delay publication for up to six (6) months to allow for time to obtain patent protection. Failure of the reviewing Party to make a written request for revision or delay in publication within sixty (60) days after receipt of any manuscript from the other Party shall constitute permission to publish the manuscript as submitted. 3.6 Neither Party shall use the name of the other Party, or any trademark owned by the other Party or its affiliates, in any publication, presentation, promotional material or other public announcement or disclosure without the prior written consent of the other Party, which consent may be withheld in a Party's sole discretion. 4. INDEMNIFICATION Each Party shall, at its sole expense, defend, indemnify and hold the other Party and its affiliates (and their respective officers, directors and employees), harmless from and against any and all damages, suits, proceedings and claims arising out of or relating to the indemnifying Party's negligence, Page 2 of 12 misconduct or breach of this Agreement. This provision is not to be construed as a waiver by the City of its sovereign immunity, except to the extent waived pursuant to Section 768.28, Florida Statues. 5. TERM AND TERMINATION 5.1 The term of this Agreement shall automatically expire at 11:59 p.m. local time (Sanford, FL) on September 3, 2014, unless earlier terminated pursuant to the terms of this Agreement. 5.2 Notwithstanding Section 5.1, this Agreement may be terminated by either Party upon thirty (30) days' prior written notice to the other Party. Furthermore, either Party may terminate this Agreement in the event of a Force Majeure Event, subject to Section 8.4 below. 5.3 Upon the expiration or termination of this Agreement, the City shall return to Novozymes all Confidential Information and copies thereof. The City also agrees to delete, erase and destroy all copies of such information (in any form or medium), including, without limitation, all summaries and excerpts of Novozymes' Confidential Information. 5.4 The obligations of Articles 3, 4, 6, and 8 shall survive the termination or expiration of this Agreement. 5.5 City can terminate this Agreement should compliance with the wastewater reuse and discharge permit (FLA181714 -006 ) be jeopardized as a result of the Program. 6. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND; INCLUDING, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 7. INSURANCE Novozymes shall, at its own expense, obtain and maintain during the term of this Agreement, the insurance policies as set forth on Attachment C. 8. MISCELLANEOUS 8.1 Independent Contractor For the purposes of this Agreement, each Party will be deemed to be an independent contractor, and shall not be an agent or employee of the other Party. Neither Novozymes nor the City will have authority to make any statements, representations or commitments of any kind, or to take any action which is binding on the other party, except as may be authorized by the other party in writing. 8.2 Dispute Resolution-, Governing Law; Venue The Parties agree to use mediation to the maximum extent practicable to resolve any disputes. The prevailing Party in any proceeding shall be entitled to the award of reasonable attorneys' fees, to include, but not be limited to attorneys' fees at the Page 3 of 12 appellate level. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. 8.3 Notices Notices or other communications hereunder shall be in writing, and will be deemed effectively given upon personal delivery, or upon confirmed delivery by facsimile, or on the next day following mailing by a reputable overnight courier, or on the third day following mailing by registered or certified mail, return receipt requested, postage prepaid, addressed to the Parties at the following addresses: If to the City: City of Sanford, Florida Address: 300 N. Park Avenue Sanford, FL 32771 Attention: City Attorney Phone: 407 - 688 -5000 If to Novozymes: Novozymes Biologicals, Inc. Address: 5400 Corporate Circle Salem, Virginia 24153 Attention: Christopher Flannery Facsimile: 540 302 1172 Phone: 540 302 1142 With a copy mailed to: Novozymes North America, Inc. Legal Department 77 Perrys Chapel Church Rd. Franklinton, NC 27525 Attention: US General Counsel or to such other addresses designated by either party to the other in writing. 8.4 Force Majeure Neither Novozymes nor the City shall be liable for any delay or failure in the performance of this Agreement due to any of the following causes (and which do not arise from its fault or negligence) war, insurrection, terrorist attack, strike, fire, flood, earthquake, serious accident, any act of any government, or any law, order or decree of the Government of the United States of America or other country, act of God or of the public enemy (a "Force Majeure Event "). If a Force Majeure Event results in a delay or failure in the performance of a Party's obligation under this Agreement for more than thirty (30) days, either Party may terminate this Agreement with immediate effect upon written notice to the other Party. 8.5 Successors and Assigns; Assignment The terms of this Agreement will apply to, be binding upon, and inure to the benefit of the Parties hereto, and their respective successors and permitted assigns. Neither Party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other Party, except that a party may assign this Agreement and its rights and obligations hereunder to any third party who acquires substantially all of its business or assets and either party may assign this Agreement and its rights and obligations hereunder to any of its affiliated companies. Page 4 of 12 8.6 Amendments: Waivers No modification or amendment of this Agreement will be valid unless made in writing and signed by duly authorized representatives of both Parties. No waiver of any provision of this Agreement will be valid unless the waiver is in writing and signed by the waiving Party. No waiver by either Party of any breach of this Agreement will be deemed to extend to any other breach hereunder or affect in any way any rights arising by virtue of any other such occurrence. 8.7 Severability In case any provision of this Agreement shall be invalid, illegal or unenforceable, it will to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 8.8 Counterparts- Facsimile Execution This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile. 8.9 Entire Agreement This Agreement (together with the attachments and appendices attached hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements between the Parties with respect to such subject matter. All Attachments attached hereto are hereby incorporated in this Agreement by reference. 8.10 Notwithstanding any provision in this Agreement to the contrary including, but not limited to, the provisions of Sections 3.2 and 5.4 and any other provision of the Agreement, the provisions of Florida law shall control the actions of the Parties, and the City shall be under the obligation, without limiting the generality of the foregoing, to comply with all Florida laws relating to open government, public meetings and public records and shall fulfill such obligation as it deems appropriate and in the best interests of the City. IN WITNESS WHEREOF, the parties have caused this Field Trial Agreement to be executed by their duly authorized representatives. NOVOZYMES BIOLOGICALS, INC. Signatur Print Na � ;;'z '.'& Title:s�%� " CITY OF SANFORD, FLORIDA ATTEST: BY. BY: Jane(/Dougherty, City Clerk Jeff Date Approved as to legality only. tam L. Colbert, Esq t City Attorney �� Page 5 of 12 Attachment A Program Bioaugmentation Trial with an Experimental Denitrifying Product (XP Denit) City of Sanford, Florida - South Water Reclamation Facility (SWRF) Objective Apply and evaluate the performance of XP Denit, an experimental biological product containing high density of organisms capable of denitrifying in the presence of anoxic conditions. Introduction Novozymes has developed a biological product which contains a high concentration of denitrifying organisms for the intent of improving denitrification capacity of municipal and industrial wastewater treatment plants. Denitrifying microorganism are specialized facultative organisms which can convert nitrate into nitrite as well as nitrite into nitrogen gas under anoxic conditions. Experimental Product Novozymes will provide (free of charge) sufficient quantity of XP Denit to support a 90 -day trial (minimum) for the City of Sanford, FL. The product will be a dry bran based product which contains a blend of microorganisms selected for their ability to denitrify. In addition to XP Denit, Novozymes will bear the cost of providing additional commercially - available chemicals required to support the Program. Application XP Denit will be applied by the City of Sanford Operations Group. The product will be dosed according to the dosage schedule in Appendix A -1 . Initially the product will be hydrated for 24 -48 hours prior to being applied to the influent wet well. After the initial high level of dosing (Days 1 -5), daily maintenance dosing can occur without hydration. Initially the product will be dosed at alternate times to ensure that each treatment train is inoculated fairly evenly (combined return sludge). After the initial high level of dosing, daily maintenance dosing can occur at a regular schedule. Measurements The key to demonstrating product performance is adequate and accurate data collection. To understand the nitrification and denitrification performance of the facility, a general nitrogen balance must be performed. To perform the N- balance, the influent and effluent shall be regularly monitored (3 days a week) for nitrogenous compounds, including: 1. NH -N 2. NO -N 3. NO -N 4. TKN (external, optional — if needed) 5. Total N (external, per regulatory requirements Page 6 of 12 Positive performance of XP Denit will be based on past performance as well as performance after the conclusion of the augmentation trial. For this reason, Novozymes would prefer to not apply XP Denit after the trial has concluded for at least 30 days. This can be reconsidered if a loss in performance at the conclusion of the trial occurs at a rate which threatens permit compliance. The City shall be responsible for taking sample of influent and effluent. The laboratory measurements for the N- balance will be performed by City's wastewater laboratory staff. The analysis will be performed as outlined in Appendix A -2 . Novozymes agrees to provide the chemical reagents required to perform the nitrogen balance that are not currently being monitored at the desired frequency. This included ammonia, nitrite and nitrate. This will include HACH TNTplus reagents for use with the City's HACH DR5000 spectrophotometer, The typical daily /weekly wastewater analyses that are currently being performed by the City and are expected to continue throughout the trial will also be important to understanding product performance. The City agrees to report this data to Novozymes within thirty (30) days after the data is generated (but preferably on a weekly update basis). These analyses include: 1. flow monitoring 2. COD loading and removal 3. BOD loading and removal 4. pH 5. DO 6. Temperature Novozymes may make operational recommendations during the trial to help promote the efficacy of the product; however, the City of Sanford is the licensed operator and will retain full control over all operational decisions. Novozymes asks that any changes impacting the trial be reported to Novozymes' Technical Services representative as soon as feasible. Deliverables Novozymes will provide on -site assistance for the first 2 days of the product application. Novozymes will provide the City a summary of the work performed and a report of the trial's outcome within 30 days of the conclusion of the trial. Novozymes will also be available to provide verbal reports and electronic mail for tracking the status of the trial. The above information shall be considered Novozymes' Confidential Information pursuant to the terms of the Agreement. Contingency Products Novozymes agrees to provide standard biological products for the re- seeding of the treatment plant should an upset occur during the event of the trial. Novozymes has reviewed the plant performance, and setup and in no ways suggests that the trial of XP Denit will have any potential to negatively impact the plant's overall performance (particularly measured as BOD and TSS removal). Novozymes agrees to maintain three days of upset recovery product on -site and provide expedited delivery within 48 hours of notification by the City of additional material for up to 4 days at the request of the City (7 days total, as prescribed by Novozymes most current dosing schedule). (Estimated at 75 pounds municipal startup product or higher grade). Page 7 of 12 Appendix A -1 City of Sanford Florida SWRF Dosing Schedule of XP Denit Q = 1.4 MGD BODi = 122 mg/L BOD = 2 mg/L average, always <10 mg/L TN inf = 51 mg/L TNeff = 10 mg/L average, but ranging from 2.6 to 16 mg/L NO + NO -N = 5.3 mg/L 90 -Day Trial 1 -5 25 125 Product to be hydrated on site for first 5 days. 6 -10 15 75 Added dry to the OxDitch. 11 -20 10 100 Added dry to the OxDitch. 21 -90 5 350 Added dry to the OxDitch. 650 The City of Sanford will provide an empty and pre - cleaned tote or tank to be used to hydrate the product for Days 1 -5. The tank should be approximately 250 gallons, the size of a typical polymer or chemical tote. The product will be hydrated using potable water or plant effluent. The tank will not require regular aeration or mixing. Slight pH adjustment may be needed, but will be addressed by Novozymes during the startup. A readily degradable carbon source (food grade, non - hazardous) may also be added to the product hydration tank during the first 5 days to increase germination rates. Page 8 of 12 Appendix A -2 Laboratory Analysis Schedule The sampling and analysis below would be required to begin at least three weeks prior to the addition of the experimental product. The testing would continue for at least 4 weeks after the ending of product addition. The days selected above can be chosen to meet the City's preference; however, each sample event must be at least 24 hours apart. The analysis of the above data will be conducted by Novozymes using mutually agreeable testing methods, of which Hach TNTplus methods would be acceptable. Appropriate method ranges (low vs. high) will need to be evaluated, as influent samples will vary from effluent samples. The City should pull samples from mutually agreeable points which are deemed representative to the untreated and treated wastewaters. The samples are not restricted to the official federal or state required sampling points (i.e. NPDES Outfalls). Page 9 of 12 Influent Effluent NH -N 3x/week 3x/week NO -N 3x/week 3x/week NO -N 3x/week 3x/week TN Ix/week Ix/week TKN (optional) Ix/week Ix/week The days selected above can be chosen to meet the City's preference; however, each sample event must be at least 24 hours apart. The analysis of the above data will be conducted by Novozymes using mutually agreeable testing methods, of which Hach TNTplus methods would be acceptable. Appropriate method ranges (low vs. high) will need to be evaluated, as influent samples will vary from effluent samples. The City should pull samples from mutually agreeable points which are deemed representative to the untreated and treated wastewaters. The samples are not restricted to the official federal or state required sampling points (i.e. NPDES Outfalls). Page 9 of 12 Attachment B Site Map Page 10 of 12 Attachment C Insurance City of Sanford, Florida INSURANCE REQUIREMENTS OUTLINED BELOW APPLICABLE TO CONTRACTS FOR SERVICES WHEN THE CONTRACTOR PERFORMS ON OR OFF CITY PREMISES • SP- 11012: When contract cost not to exceed $25,000; no unusual hazards exist Vendor, Contractor, bidder shall provide, to the City of Sanford "City," prior to commencing any work, a Certificate of Insurance which verifies coverage in compliance with the requirements outlined below. Any work initiated without completion of this requirement shall be unauthorized and the City will not be responsible (Ref: items 17 and 18, standard terms and conditions included with City of Sanford Purchase Order). 2. The City reserves the right, as conditions warrant, to modify or increase insurance requirements outlined below as may be determined by the project, conditions and exposure. Outline of Requirements: Certification: It is noted that the City has a contractual relationship with the named vendor, contractor or provider (collectively referred hereinafter as Contractor) applicable to a purchase order, work order, contract or other form of commitment by the City of Sanford, whether in writing or not and has no such contractual relationship with the Contractor's insurance carrier. Therefore, the onus is on the Contractor to insure that they have the insurance coverage specified by the City to meet all contractual obligations and expectations of the City. Further, as the Contractor's insurance coverage is a matter between the vendor and its insurance carrier, the City will turn to the Contractor for relief as a result of any damages or alleged damages for which the Contractor is responsible to indemnify and hold the City harmless. It is understood that the Contractor may satisfy relief to the City for such damages either directly or through its insurance coverage; exclusions by the insurance carrier not withstanding, the City will expect relief from the Contractor. • The insurance limits indicated above and otherwise referenced are minimum limits Page 11 of 12 UP TO VENDOR POLICY LIMITS, BUT WITH COVERAGE REQUIRED MINIMUM POLICY LIMITS OF: Workers' Compensation Employers Liability $ 500,000 "Certificates of exemption are not acceptable in lieu of workers Each Accident $ 500,000 Disease $ 500,000 compensation insurance Commercial General Liability shall include- Bodily injury liability, Property Damage liability; Personal Injury liability and $ 500,000 Per Occurrence Advertising injury liability Coverages shall include: Premises/ $ 500,000 General Aggregate Operations; Products/Completed Operations; Contractual liability; Independent Contractors, Explosion; Collapse; Underground Comprehensive Auto Liability, CSL, shall include "any auto" or shall $ 500,000 Combined Single Limit include all of the following: owned, leased, hired, non -owned autos, and $ 500,000 General Aggregate scheduled autos. Certification: It is noted that the City has a contractual relationship with the named vendor, contractor or provider (collectively referred hereinafter as Contractor) applicable to a purchase order, work order, contract or other form of commitment by the City of Sanford, whether in writing or not and has no such contractual relationship with the Contractor's insurance carrier. Therefore, the onus is on the Contractor to insure that they have the insurance coverage specified by the City to meet all contractual obligations and expectations of the City. Further, as the Contractor's insurance coverage is a matter between the vendor and its insurance carrier, the City will turn to the Contractor for relief as a result of any damages or alleged damages for which the Contractor is responsible to indemnify and hold the City harmless. It is understood that the Contractor may satisfy relief to the City for such damages either directly or through its insurance coverage; exclusions by the insurance carrier not withstanding, the City will expect relief from the Contractor. • The insurance limits indicated above and otherwise referenced are minimum limits Page 11 of 12 acceptable to the City. Also, all contractor policies shall to be considered primary to City coverage and shall not Contain co- insurance provisions. • All policies, except for professional liability policies and workers compensation policies shall name the City of Sanford as Additional Insured,. • Professional Liability Coverage, when applicable, will be defined on a case by case basis. • In the event that the insurance coverage expires prior to the completion of the project, a renewal certificate shall be issued upon renewal. • All limits are per occurrence and must include Bodily Injury and Property Damage. • In the notification of cancellation: The City of Sanford shall be endorsed onto the policy as a cancellation notice recipient. Should any of the above described policies be cancelled before the expiration date thereof, notice shall be delivered to the City of Sanford in accordance with the policy provisions. • All insurers must have an A.M. Best rating of at least A -VII. • It is the responsibility of the Contractor to responsible to ensure that all Subcontractors retained by the Prime Contractor shall provide coverage as defined herein before and after and are the responsibility of said Prime Contractor in all respects. • Any changes to the coverage requirements indicated above shall be approved by the City of Sanford, Risk Manager • Address of "Certificate Holder" is: City of Sanford; Attention: Purchasing Manager; P.O. Box 1788 (300 N Park Avenue); Sanford, FL 32771 Phone: 407.688.5028/5030 FAX: 407.688.5021 • All certificates of insurance, notices, etc. must be provided to the above address. Certification: The Undersigned accepts and agrees to meet all of the insurance coverage requirements, terms, conditions and certification (s) stated herein before and after and further agrees to maintain and provide the designated coverage during the life of the identified document. Also, when the coverage requirements stated herein before and after are specifically referenced by applicable solicitation, purchase order or contract document, those terms, conditions and coverage requirements are incorporated into that document as if fully set forth in verbatim . 6 ; �Firf6 Author Signature Printed Name Date Title Page 12 of 12