BioResource Development, LLC - Lease at W&RRC_BRD Three, LLC Copyright 2014
City of Dubuque Items to be set for Public Hearing # 2.
ITEM TITLE: BioResource Development, LLC - Lease at Water&
Resource Recovery Center
SUMMARY: City Manager recommending a public hearing be set for
August 15, 2016, on the Lease between the City of
Dubuque and BIRD Three, LLC at the Water and Resource
Recovery Center. The night of the public hearing, the City
Council will also be considering the Development and
Operating Agreement.
RESOLUTION of Intent to dispose of an interest in the City
of Dubuque-owned property by lease between the City of
Dubuque and BIRD Three, LLC
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution, Set Public Hearing for 8/15/16
ATTACHMENTS:
Description Type
Development& Operating Agreement and Lease with City Manager Memo
BioResource Development LLC-MVM Memo
Water& Resource Recovery Center Information Sheet Supporting Documentation
Lease Supporting Documentation
Operating Agreement Supporting Documentation
Resolution Supporting Documentation
THE CM OF Dubuque
AAA-A m c
DUB E 11 1r
Masterpiece on the Mississippi -2012I
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Development and Operating Agreement and Lease between the City of
Dubuque and BioResource Development LLC (BIRD Three, LLC)
DATE: July 27, 2016
In 2013 the City's new Water & Resource Recovery Center went online, producing
biogas through the anaerobic digestion of waste.
The Water & Resource Recovery Center converts waste into electricity and heat. The
anaerobic digestion process produces methane gas. The gas is captured, cleaned, and
burned to power turbines that generate electricity. The heat produced through this
process is used to heat the complex, and the electricity produced is used to power the
facility. Currently, the facility produces enough electricity to power approximately 300
households per day, which is 70% of the electricity needed to operate the facility.
Thanks to the ability to produce electricity and operational efficiencies, the facility's
electricity demand has dropped by 70-75%, from 1000 kilowatts down to just 250-300
kilowatts. Because of these efficiencies and the plant now producing its own electricity,
annual electricity costs have dropped from $579,205 in fiscal year (FY) 2011 to
$342,230 in FY2015, for a savings of $237,000. Before the facility upgrade, the bio-
solids produced at the plant were incinerated. In FY2011, the City spent $300,000 on
fuel oil for this activity at the plant. Because anaerobic digestion is now used,
incineration is not needed so the City was able to reduce operating costs by $300,000
per year.
The Water & Resource Recovery Center is producing more methane than can be used
at the facility. The City and the Greater Dubuque Development Corporation have been
researching methods to use this excess methane to increase revenues and further
reduce operating costs.
The requirements set for any methane gas beneficial use project includes:
❑ Must create additional positive environmental outcomes.
❑ Must generate revenue or cost reductions.
❑ Must create opportunity for additional economic development and growth
in the Greater Dubuque region.
11 Must not require additional direct investment or risk from the City.
David Lyons of the Greater Dubuque Development Corporation, as part of their
Sustainable Innovations Program, began conducting an opportunity review in November
of 2014, both internally with industrial prospects and externally with partners such as
Alliant Energy, Black Hills Energy, Iowa Department of Natural Resources, and many
others. In December 2014 Greater Dubuque Development identified bio-fuel utilization
as a potential opportunity.
Greater Dubuque Development contacted and held meetings with potential private
sector partners, focusing in January 2015 on a group led by Omaha-based BioResource
Development LLC and which included local collaboration with Black Hills Energy
(Dubuque's local natural gas utility) and Unison Solutions (a local manufacturer of
biogas processing equipment). Over the following six months Greater Dubuque
Development entered into discussions and confirmed that a collaborative and unique
bio-fuels project held the best opportunity to meet the needs of the Water & Resource
Recovery Center (and potentially in the future the needs of the Dubuque Metropolitan
Area Solid Waste Agency). Greater Dubuque Development arranged a meeting
between BioResource Development and City staff and recommended pursuit of this
project to accomplish the "beneficial use" requested.
Working with the Water & Resource Recovery Center, City Attorney Barry Lindahl and
City staff, Greater Dubuque Development created base drafts for both an operational
agreement and a lease agreement between BioResource Development and the
CityM/ater & Resource Recovery Center.
The project design being presented to the City for the Water & Resource Recovery
Center includes the following major components:
❑ Presently the Water & Resource Recovery Center partially cleans a portion of its
biogas and burns (or "flares") the remainder.
❑ BioResource Development would co-locate equipment at the Water & Resource
Recovery Center and further process all biogas produced. It would deliver that
gas to the Black Hills Energy pipeline, which would qualify for gas revenues and
for RIN (Renewable Inventory Number) payments due to its use as an advanced
bio-fuel.
❑ BioResource Development would replace the Water & Resource Recovery
Center's biogas with an equal amount of natural gas, which the Water &
Resource Recovery Center would use to off-set up to all of its electricity needs,
off-set up to all of its natural gas needs and create additional revenue through the
use or sale of excess electricity generated.
❑ In addition to the environmental value of no longer flaring waste methane gas
and the economic value of off-setting present energy expenditures and adding
new revenue through more efficient energy generation and use, the City would
also receive an annual operating fee of ten thousand dollars ($10,000) and five
percent (5%) of gross revenues that BioResource Development would generate
from the sale of any products related to the biogas.
2
❑ Lastly, Bio Resource Development will pay a monthly rent to the Water &
Resource Recovery Center calculated to cover all costs which will be reexamined
annually to assure coverage of all incurred costs.
As designed, the proposal meets all criteria initially set out for a successful beneficial
use project:
❑ It improves environmental outcomes by eliminating the "flaring" of excess
methane waste biogas.
❑ It generates both cost reductions and new revenues for the Water & Resource
Center and City.
❑ It creates local economic opportunity and growth working with local partners to
create renewable energy here in the community.
❑ It does not require any additional direct investment or risk from the City.
Given the technical nature of the project, approval of these agreements would initiate a
final feasibility study and result in a final Operations Plan. If the feasibility is confirmed
and the City Manager accepts the Operations Plan, the approved agreements will be in
full force and effect. If the City Manager does not accept the Operations Plan the
parties are to work diligently and in good faith to modify and/or amend the proposed
Operations Plan so as to be mutually agreeable to the parties. If the City does not
accept the Operations Plan within one hundred twenty (120) days then either party may
terminate the agreements.
This project continues Dubuque on the path towards greater use of alternative energy
sources and advances the efforts to meet the Greenhouse Gas Reduction Goal of 50%
by 2030.
Given the unique ability for this project to meet all pre-established requirements for a
"beneficial use" project for excess biogas generated by the Water & Resource Recovery
Center, Greater Dubuque Development Corporation Sustainable Innovation Consultant
David Lyons and Water & Resource Recovery Center Manager William O'Brien
recommend approval of the Development and Operating Agreement and that a public
hearing be set for August 15, 2016, on the Lease between the City of Dubuque and
BioResource Development LLC. Final consideration of the Development and Operating
Agreement will also occur at the Public Hearing for the lease.
/ 1&� k.,^ /A,-
Mic ael C. Van Milligen
MCVM:jh
Attachment
3
cc: Rick Dickinson, President & CEO, Greater Dubuque Development Corporation
David Lyons, Sustainable Innovations Manager, Greater Dubuque Development
Corporation
Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
William O'Brien, Water & Resource Recovery Center Manager
John Klostermann, Public Works Director
Cori Burbach, Sustainable Community Coordinator
4
Prepared by: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl, Esq. 300 Main Street Suite 330, Dubuque IA 52001 563 583-4113
RESOLUTION NO. 291-16
INTENT TO DISPOSE OF AN INTEREST IN CITY OF DUBUQUE OWNED PROPERTY
BY LEASE BETWEEN THE CITY OF DUBUQUE AND BRD THREE, LLC
WHEREAS, the City of Dubuque (City) is the owner of the Dubuque Water and
Resource Recovery Center (WRRC) located in Dubuque, Iowa (the WRRC Property)
legally described as:
Part of Lot 1 of 1 of the NE NW, and Lot 1 of 2 of 1 of the NW NE and Lot 2 of 1 of
the NE NW all in Section 6 Township 88N Range 3E of the 5th P.M., in Dubuque
County, Iowa, according to the recorded plats thereof
and that certain portion of the WRRC Property shown on Exhibit A attached hereto and
incorporated by reference herein (the Site); and
WHEREAS, City is the owner of the gas management system located at the
WRRC Property (WRRC Gas Management System, and together with the Site, are
collectively referred to as the Premises); and
WHEREAS, City desires to lease the Premises to BRD Three, LLC (BRD), and
BRD desires to lease the Premises from City, pursuant to the Water and Resource
Recover Center Lease attached hereto (the Lease) for the purposes of utilizing the WRRC
Gas Management System and constructing, maintaining and operating a gas utilization
system to process digester gas from the WRRC into natural gas and distribute such gas
for environmentally beneficial uses (the BRD Gas System), subject to and in accordance
with the provisions of this Lease and that certain Water and Resource Recovery Center
Gas System Development and Operating Agreement to be executed by the parties in
connection with the Lease (the Development and Operating Agreement); and
WHEREAS, the City Council has tentatively determined that it would be in the best
interests of the City to enter into the Lease; and
WHEREAS, the City Council has determined that the proposed Lease should be
set for public hearing.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City of Dubuque intends to dispose of its interest in the Premises by
Lease with BRD THREE, LLC, a copy of which Lease is now on file with the City Clerk,
City Hall, 13th and Central, Dubuque, Iowa.
Section 2. That the City Clerk is hereby authorized and directed to cause this
Resolution and a notice to be published as prescribed by Iowa Code Section 364.7 of a
public hearing on the City's intent to dispose of the Property to be held on the 15th day of
August, 2016, at 6:00 o'clock p.m. at the Historic Federal Building, 350 West 6th Street,
Dubuque, Iowa.
Passed, approved and adopted this 1st day of Auust, 2016.
Roy D. Buoy `C/layor
ATTEST:
Kevin F. irnstahl, City Cler
Exhibit A
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Facility Location
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will
hold a public hearing on the 8th day of August, 2016 at 6:00 PM in the Historic Federal
Building, 350 West 6th Street, second floor, Dubuque, Iowa, at which meeting the City
Council proposes to dispose of an interest in the following described real property by
lease to BRD Three, LLC:
Part of Lot 1 of 1 of the NE NW, and Lot 1 of 2 of 1 of the NW NE and Lot 2 of 1
of the NE NW all in Section 6 Township 88N Range 3E of the 5th P.M., in
Dubuque County, Iowa, according to the recorded plats thereof
At the meeting, the City Council will receive oral and written comments from any
resident or property owner of said City to the above action. Written comments
regarding the above public hearing may be submitted to the City Clerk's Office, City
Hall, 50 W. 13th Street, on or before said time of public hearing.
Copies of supporting documents for the public hearings are on file in the City Clerk's
Office, and may be viewed during normal working hours.
Any visual or hearing impaired persons needing special assistance or persons with
special accessibility needs should contact the City Clerk's Office at (563) 589-4100 or
TTY 563) 690-6678 at least 48 hours prior to the meeting.
Dated this 5th day of August, 2016.
Kevin S. Firnstahl, CMC
City Clerk
1t 8/5
DubuqueWater & Resource RecoveryCenter
ROWING RETURN ON INVE$TMENT
Ay.� a
Center (WRRC), the City's wastewater
Dubuque's Water & Resource Recover
treatment plant located on Julien
DUBUQUE nwww
WATER&RESOURCE ` = Dubuque Drive, underwent a nearly $70
RECOVERY
_-
__= _ _CENTER -- -�- '�� million facility upgrade that was
"== completed in 2013. At the time it was
Et � . the lONO
argest capital improvement project in
the city's history. The new treatment
kT19 IroI �I� �� system has now been in operation for two
When water and "other stuff" go down the fiscal years so it's a good time to review
• drain in Dubuque, it ends up at the Water & how this major investment is performing.
Resource Recovery Center, which processes
an average of 10 million gallons of
wastewater per day!
Pure-oxygen biological treatment FROM BURNING WASTE (THE OLD PROCESS)TO
is used to clean the wastewater. PRODUCING A USEFUL PRODUCT
Then, anaerobic digesters use 12 %z tons of soil amendment(fertilizer)are produced PER DAY
helpful bacteria to convert the That's an average of ei ht semi loads erweek of useful
That's the 9 9 p
equivalent of wastewater sludge into a material created instead of being burned!
144 showers
per minute `-
entering the facility's
treatment system!
I I Thanks to the ability to produce electricity and operational efficiencies,
the facility's electricity demand has dropped by 70-75%, from 1000
kilowatts down to just 250-300 kilowatts.
ANNUAL ELECTRICITY $237 000 Because of these efficiencies and the plant now producing its own electricity, annual electricity
COST SAVINGS! i costs have dropped from $579,205 in fiscal year (FY) 2011 to $342,230 in FY2015.
ANNUAL FUEL-OIL $300,000 Before the facility upgrade, the bio-solids produced at the plant were incinerated. In FY2011, the City
COST SAVINGS! spent$300,000 on fuel oil for this activity at the plant. Because anaerobic digestion is now used,
incineration is not needed so the City was able to reduce operating costs by$300,000 per year!
ANNUAL STAFFINGOperating efficiencies of the WRRC now allow the plant to operate with one less employee, resulting
COST SAVINGS! 69,000
in a cost savings of$69,000 per year.
$606,000 TOTAL ANNUAL OPERATING COST SAVINGS
ENERGY SUPPORTING LOCAL BUSINESSES & JOBS
PRODUCTION Thanks to the facility upgrades, the WRRC now has the capacity to process
high-strength waste, which means the facility provides a critical service to
The WRRC converts waste into a variety of local businesses that produce high-strength waste through
electricity and heat.The anaerobic digestion their production or manufacturing processes. Local companies like Hormel,
process produces methane gas. The gas Rousselot, and Western Dubuque Biodiesel can now take their waste
is captured, cleaned, and burned to products to the WRRC to be processed. In fact, Hormel's cost per gallon for
power turbines that generate electricity.
The heat produced through this process is treatment/disposal was reduced by 60%. Hormel previously hauled their
used to heat the complex, and the high-strength waste over 90 miles to Madison, Wis., every day.
electricity produced is used to power the
facility. Currently, the facility produces The WRRC's ability to process these materials saves those companies the
enough electricity to power approximately, cost of having to transport that waste to other locations for disposal and
300 households per day, which is 70% of the makes Dubuque a more attractive location for business expansion and new
electricity needed to operate the facility.
businesses.
The WRRC is expected to be electrically Processing high-strength waste also produces revenue for
self-sufficient within two years.
the City. The WRRC expects to generate $240,000 in
revenue through this activity this year.
The WRRC is producing more
methane than can be used at the REDUCED ENVIRONMENTAL IMPACT
facility. The City is researching A new ultra-violet light disinfection process means the facility is no
methods to use this excess methane longer introducing one ton of toxic chlorine gas into the environment
to increase revenues and further
reduce operating costs. every week.
The wastewater treatment process results in the removal of 10 tons
of oxygen demand per day, which previously went into the Mississippi
A NEW AND ABOVE-AVERAGE River. Fish and other aquatic life especially appreciate this benefit!
FACILITY FOR AVERAGE RATES The upgrade of the facility is one component of a 2011 consent
decree settlement between the City and the U.S. Department of
The operation of the Water and Resource Recovery Center and the$70 Justice and the FnvironmentalProtection Agency.
million upgrade made to the facility are supported through the sanitary
sewer user fees paid by customers. Dubuque's average household rate for The new process improves our local air quality and supports
the currentfiscal year(2016)is$36.96 per month. Although Dubuque has
one of the newest wastewater treatment facilities in the state,the average Dubuque's goal to reduce greenhouse gas emissions 50 percent by
monthly rate for the other I I cities in Iowa with populations over 50,000 is 2030. The elimination of the incineration process has eliminated
$3a.30,just seven percent below Dubuque's rate. Davenport,Des Moines, harmful particulate matter being released into the environment.
and Ankeny have higher rates with Ankeny's rate at$51.65 per month,56
percent higher than Dubuque's rate. The new facility uses 400 kilowatts less per year, which results in
4,715 metric tons of carbon dioxide equivalent NOT going into our
!Onhn
' ' atmosphere. That's the equivalent of removing 693 cars
' from the road every year or the reduction of 300 homes'
energy use.
k v 1 oe Water & Resource Recovery Center currently
erates at 60 65% of its capacity,which means LEARN MORE! BUB*FE
there is considerable capacity to meet www.cityofdubuque.org/wrrc
residential and industrial growth. SUSTAINABLE
or 563-589-4116 C�DusuQUE
WATER AND RESOURCE RECOVERY CENTER LEASE
BETWEEN
CITY OF DUBUQUE
AND
BRD THREE, LLC
This WRRC LEASE(this "Lease") is made and executed this day of 12016
(the "Effective Date'), between the City of Dubuque, a governmental entity ("City'), and BRD Three,
LLC, a limited liability company(`BRD").
WHEREAS, City is the owner of the Dubuque Water and Resource Recovery Center ("WRRC')
located in Dubuque, Iowa (the "WRRC Property") and that certain portion of the WRRC Property legally
described in Exhibit A attached hereto and incorporated by reference herein (the"Site'). Further, City is
the owner of the gas management system located at the WRRC Property as described in Exhibit B
attached hereto and incorporated by reference herein ("WRRC Gas Management System", and together
with the Site, are collectively referred to as the`Premises').
WHEREAS, City desires to lease the Premises to BRD, and BRD desires to lease the Premises
from City, for the purposes of utilizing the WRRC Gas Management System and constructing,
maintaining and operating a gas utilization system to process digester gas from the WRRC into natural
gas and distribute such gas for environmentally beneficial uses (the`BRD Gas System'), subject to and in
accordance with the provisions of this Lease and that certain Water and Resource Recovery Center Gas
System Development and Operating Agreement executed by the parties in connection herewith (the
"Development and Operating Agreement").
WHEREAS, this Lease includes all Easements (as defined herein) benefiting the Premises, the
WRRC and WRRC Property necessary to develop and operate the BRD Gas System, including those
Easements set forth in Section 16.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein set
forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each party hereto, City and BRD hereby agree as follows:
1. Definitions. All capitalized terms used herein and undefined shall have the meanings ascribed
thereto in the Development and Operating Agreement.
2. Lease of Premises. City hereby leases the Premises to BRD upon the terms and conditions
contained herein and in accordance with the Development and Operating Agreement. For purposes of
this Lease, the term `Premises" shall include the Site as described in Exhibit A and the WRRC Gas
Management System as described in Exhibit B (such descriptions to be amended and updated as may be
necessary during the development and operation of the BRD Gas System).
3. Term.
(a) The initial term of this Lease shall be from the Effective Date until the end of the initial
term set forth in the Development and Operating Agreement (the "Initial Term"). BRD shall have the
option to renew this Agreement for one (1) additional five (5) year period ("Renewal Term') upon the
same terms and conditions contained herein ("Renewal Option"). BRD may exercise its Renewal Option
1
by delivering to City within ninety (90) days of the expiration of the Initial Term a written notice
exercising its Renewal Option hereunder. Within ninety (90) days prior to the expiration of the Renewal
Term, the parties agree to negotiate in good faith the terms for any subsequent renewal terms. "Term"
shall be defined to include the Initial Term and any Renewal Term.
(b) Notwithstanding the foregoing, the commencement of this Lease for purposes of
commencement of the parties' rights and obligations hereunder shall be the commencement date for
construction of the BRD Gas System as notified by BRD in accordance with the terms of the
Development and Operating Agreement(the"Commencement Date").
4. Rent. Beginning with the Commencement Date and during the Term, BRD shall pay City as
rental for the Premises a monthly rental amount agreed by the parties in the Operations Plan (as that term
is defined in the Development and Operating Agreement). During the Term, City shall provide BRD, in
accordance with the Operations Plan, with access to and use of such space, utilities and resources as may
be required to operate the BRD Gas System. No later than thirty (30) days prior to the expiration of the
first Year of Operations, and each subsequent calendar year ending June 30th thereafter during the Term,
the parties shall re-calculate BRD's monthly rent based upon actual costs incurred by the City. Rent is
due and payable the first of each month. BRD also shall reimburse City for any additional costs incurred
as a result of the BRD System being inoperable.
5. Securitv Deposit. As security for BRD's compliance with its Removal Obligations set forth
herein, BRD will deliver to City upon the Commencement Date the amount of Twenty-Five Thousand
Dollars ($25,000) as a security deposit. This security deposit will be returned to BRD at the expiration of
this Lease, provided BRD has fully complied with its Removal Obligations contained herein.
6. Use of Premises. BRD may only use the Premises for the purposes of constructing, maintaining
and operating the BRD Gas System in accordance with the terms of the Development and Operating
Agreement. Such use shall not interfere with City's WRRC operations. Subject to the terms of this Lease
and the Development and Operating Agreement, the County shall not unreasonably interfere with BRD's
operations at the Premises.
7. Compliance with Law. During the Term, each party shall, at its sole cost and expense, comply
with all applicable statutes, laws, ordinances, regulations, and requirements in effect during the term of
this Lease applicable to its operations at the WRRC Property.
8. Maintenance and Repairs. BRD shall maintain and repair the WRRC Gas Management System
in accordance with the Development and Operating Agreement. BRD shall keep the Site in good and safe
condition and repair. Additionally, BRD shall keep the Site free of trash, junk, derelict vehicles and
derelict equipment
9. Indemnity.
(a) Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the
other party, its elected and appointed officials, managers, members, officers, affiliates, employees,
successors, legal representatives and assigns (the "Indemnified Party"), from and against any all claims,
damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable
attorney's fees and disbursements) ("Claims") relating to (i) an Indemnifying Party's, or its personnel or
agent's breach of this Lease, including, but not limited to, the parties obligations pursuant to Section 11
hereof, and/or(ii)bodily injury or death of any person or damage to real and/or tangible personal property
arising from the negligence or willful misconduct of the Indemnifying Party, its personnel or agents
during the Term.
2
(b) The Indemnified Party must provide notice to the Indemnifying Party promptly upon
learning of any Claim for which defense or settlement may be sought, but failure to do so will have no
effect except to the extent the Indemnifying Party is prejudiced by the delay. The Indemnified Party
seeking defense or settlement will allow the Indemnifying Party to control the defense and settlement of
the Claim and will reasonably cooperate with the defense. The Indemnifying Party will use counsel
reasonably experienced in the subject matter at issue and will not settle a Claim without the written
consent of the Indemnified Party,which consent will not be unreasonably withheld or delayed, except that
no consent will be required to settle a claim where relief against the Indemnified Party is limited to
monetary damages that are paid by the Indemnifying Party under this Section 10. The Indemnifying
Party shall have no obligation to indemnify for any settlement made without its prior written consent
10. Environmental.
(a) City's Covenants.Representations and Warranties:
(i) City represents and warrants,to the best of its actual knowledge, that there are no
Environmental Conditions currently existing on the WRRC Property. City further covenants that it shall
not cause nor by its act or omission permit to be caused any Environmental Conditions to occur or exist
on the WRRC Property during the Term. City shall comply with any and all federal, state and local
environmental laws and regulations applicable to City's operations at the WRRC, and, specifically, shall
not take any action or make any omission which may cause the WRRC to violate any environmental
permit, law or regulation. For the purposes of this Lease, "Environmental Conditions" shall mean the
presence, release or threatened of hazardous substances or materials, created or caused by any party, that
does or may reasonably be expected to (1) require abatement or correction under any environmental law
or regulation, (2) give rise to any civil or criminal liability on the part of any party under any
environmental law, or(3) create a public or private nuisance; and
(ii) City shall obtain and comply with any and all permits currently held, and
subsequently required to be held during the Term, by the City related to the operation of the WRRC,
except the City shall not be responsible for obtaining any permits related to the development and
operation of the BRD Gas System. City shall provide BRD all assistance necessary in order to obtain any
and all permits or authorizations necessary to construct and operate the BRD Gas System.
(b) BRD Covenants.Representations and Warranties:
(i) BRD, its directors, officers, owners, employees and agents shall not cause nor by
its act or omission permit to be caused an Environmental Condition on the WRRC Property;
(ii) BRD shall comply with any and all federal, state and local environmental laws
and regulations applicable to the WRRC, and, specifically, shall not take any action or make any omission
which may cause the WRRC to violate an environmental permit, law or regulation;
(iii) BRD shall obtain all applicable environmental permits and authorizations
necessary for the development and operation of the BRD Gas System; and
(iv) BRD shall sign the existing Consent Decree applicable to the WRRC and WRRC
Property, and to the extent applicable to BRD's operations,BRD shall comply with the terms thereof.
IL Insurance. BRD shall procure and maintain during the Term, at its own expense, the insurance
as required under the Development and Operating Agreement. For clarity, BRD shall not be required to
procure and maintain duplicative insurance for purposes of complying with this Section.
3
12. Surrender.
(a) Within six (6) months after the expiration or earlier termination of the Tenn, except for
the WRRC Gas Management System, BRD shall, at its own expense, remove all physical material
pertaining to the BRD Gas System from the Premises (the "Gas System Assets') and leave the area
formerly occupied by the Gas System Assets in substantially the same physical condition which existed
immediately before the installation of the Gas System Assets (the "Removal Obligations'); provided,
however, that if any Gas System Asset shall remain on the Premises, at City's discretion, such Gas
System Asset(s) shall not be subject to the Removal Obligations hereunder and thereafter shall become
the property of City. With respect to any equipment or materials that are installed by BRD to connect the
BRD Gas System with the WRRC Gas Management System, City shall make final determinations as to
which physical materials shall remain where the Gas System Assets interconnect with the WRRC Gas
Management System.
(b) City shall grant BRD all necessary or reasonably required easements and access rights to
and from the WRRC Property in order for BRD to perforin its aforesaid Removal Obligations and for the
purposes of effecting or completing any required decommissioning under any permit, license or
agreement issued in connection with the BRD Gas System.
(c) City hereby acknowledges and agrees that BRD shall not be responsible in any manner
for the removal from the WRRC Property of the WRRC Gas Management System or other WRRC assets
or property at the WRRC Property (the "WRRC Assets") or for the restoration of the WRRC Property
arising out of the removal of the WRRC Assets by the City or any third party; provided, however, that in
the event the BRD Gas System or BRD's Removal Obligations cause any damage to the WRRC Assets,
BRD shall remedy such damage and/or restore the WRRC Assets.
(d) BRD's Removal Obligations pursuant to this section shall be secured by the security
deposit set forth in Section 5 above.
13. Eminent Domain. If any part of the Premises shall be taken by any public authority (other than
City) under the power of eminent domain, then this Lease shall terminate as to the part of the Premises
taken upon the date of taking by such public authority. City shall have no right to receive any portion of
the condemnation award made for BRD's buildings, fixtures and improvements on the Premises, and
BRD shall have no right to receive any portion of the condemnation award made for the Premises
(including the value of any leasehold interest). City hereby agrees that, during the term of this Lease, it
shall not exercise any power of eminent domain with regard to the Premises.
14. Taxes. To the extent assessed against BRD, BRD shall pay before delinquent all real and
personal property taxes and ad valorem taxes that are levied against BRD's use of the Premises,
improvements on the Premises, and all personal property installed or located by BRD on or about the
Premises, which are assessed for any year during the Term of this Lease and notified by any taxing
authority or City to BRD. If any such taxes shall cover any period of time prior to or after the expiration
of the Term, BRD's share of such taxes shall be equitably prorated to cover only the period of time within
the tax fiscal year during which this Lease shall be in effect, and City shall reimburse BRD to the extent
required. Notwithstanding any of the foregoing, the parties hereby agree to cooperate in good faith to (a)
resolve any disputed tax bill attributable to any third parties' use of the Premises, and (b) explore and
utilize any sales, excise, use or other tax exemption, refund or abatement with respect to or arising out of
the development and operation of the BRD Gas System.
15. Grant of Easements. City hereby grants to BRD all rights and easements necessary and required by
BRD in carrying out its activities and operations pursuant to the Operations Plan approved by City pursuant
4
to the Development and Operating Agreement, including without limitation: (a) the right to construct,
operate, maintain,replace, and move the BRD Gas System on the Premises; (b)the right to maintain,replace
and repair the WRRC Gas Management System in accordance with the Operations Plan; (c) the right to (i)
construct and/or use all underground wires and cables, for the transmission of electrical energy and/or for
communication purposes, and all necessary and proper foundations, footings, and other appliances and
fixtures for use in connection with said wires and cables on, along and in the WRRC Property, and (ii)
construct, use,maintain, repair and replace one or more lateral pipeline(s) on the WRRC Property, including
interconnection and/or switching facilities from which BRD, or its utility partners, may interconnect to a
utility transmission system,together with the appropriate rights of way, on, along and in the WRRC Property
(said, wires, cables, pipelines, facilities and rights of way are herein collectively called the "Transmission
Facilities'); and(d)the right of 24-hour access to the WRRC Properly, including ingress to and egress from
the BRD Gas System and Transmission Facilities to cavy out its activities and operations as described herein
and in the Development and Operating Agreement (all such rights and easements, collectively, the
'Easements').
16. Default; Termination; Remedies.
(a) Upon the occurrence of a material default hereunder, which default is not cured within
thirty (30) days following written notice of default, or, if such default is not reasonably capable of cure
during such period, within ninety (90) days following written notice of default provided that the
defaulting party is exercising good faith and due diligence to cure the default, the non-defaulting party
may terminate this Lease.
(b) City may terminate this Lease with immediate effect if BRD (i) makes an assignment or
any general arrangement for the benefit of creditors, (ii) files a petition or otherwise commences,
authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy
or similar law for the protection of creditors, or has such a petition filed against it, (iii) otherwise becomes
bankrupt or insolvent(however evidenced), or(iv) is unable to pay its debts as they fall due.
(c) Upon the termination of the Development and Operating Agreement in accordance with
its terms, this Lease shall terminate, without any further action on the part of the parties hereto, upon the
termination date of the Development and Operating Agreement.
(d) In the event of termination of this Lease for any reason, BRD shall, with immediate
effect, cease to be obligated to pay any rental amounts or Operating Costs due hereunder which are
incurred and/or payable after the termination date and shall have no further liability or obligations to the
City except as otherwise provided for in this Lease.
(e) Notwithstanding the termination or expiration of this Lease, and except as otherwise
stated in this Lease, those obligations contained herein that by their terms or nature are intended to
survive such termination or expiration and shall be binding upon the parties and their legal
representatives,heirs, successors and assigns.
17. BIRD to Maintain Free and Clear Title. BRD shall not mortgage or transfer its interest in the
Premises as security for a debt nor allow any lien, encumbrance or restriction arising through BRD to
attach to the Premises during the Term; provided, however, nothing in this Section 18 shall prohibit BRD
from incurring any security interest, lien or encumbrance on its personal property located at the Premises
or in any BRD products or proceeds generated by BRD under the Development and Operating
Agreement.
5
18. Quiet Enioyment. City covenants, represents and warrants that it shall (a) not disrupt BRD's
peaceful and quiet enjoyment of the Premises, including all rights to develop and operate the BRD Gas
System, during the Term, and (b) defend BRD's possession of the Premises against the claims of any
third party, however arising.
19. Recording Lease or Memorandum of Lease. BRD shall have the right to record an original of
this Lease or a memorandum of this Lease, including the grant of Easements contained herein. City will
cooperate with BRD in the execution and delivery of such documents (including a memorandum or short
form of this Lease or comparable documents) as may be required to effectuate the foregoing in
accordance with the requirements, customs and practices governing such recordation.
20. Representations and Warranties. Each of the parties represents and warrants to the other that
(a) it has the full right, power and authority to enter into this Lease and to consummate, undertake and
perforin its obligations contemplated herein, (b) this Lease is the legal, valid and binding obligation of
such party, enforceable in accordance with its terms, and (c) no consent, authorization, license, permit,
registration or approval of, or exemption or other action is required in connection with its execution and
delivery of this Agreement and the performance of its obligations hereunder.
21. Brokerage Commission and Finder's Fee. The parties agree that they have dealt exclusively
with each other and not through any real estate broker, investment banker, person, firm or entity that
would, by reason of such dealings, be able to claim a real estate brokerage, business opportunity
brokerage or finder's fee as the procuring cause of this transaction. Each of the parties agrees to
indemnify the other and hold the other harmless of and from any and all loss, cost, damage, injury or
expense arising out of, or in any way related to, assertions, by any other person, firm or entity, of a claim
to real estate brokerage, business opportunity brokerage of finder's fee based on alleged contacts between
the claiming party and the indemnifying party which have resulted in allegedly providing a broker or
finder with the right to claim such commission or finder's fee. The provisions of this Section 22 shall
survive the termination of this Lease.
22. Entire Agreement. Except as the parties hereto may otherwise agree in writing, this Lease, the
Development and Operating Agreement, together with the agreements referred to herein and the
Exhibits hereto and thereto, constitute the full and entire agreement and understanding between the parties
with regard to the subject matter of this Lease. This Lease may not be modified or amended except in a
writing signed by the parties. In the event of any conflict between the terms of this Lease and the
Development and Operating Agreement, the terms of the Development and Operating Agreement shall
control. Except for the Development and Operating Agreement, and as the parties hereto may otherwise
agree in writing, all prior and contemporaneous agreements, covenants, representations and warranties,
express or implied, oral and written, of the parties with regard to the subject matter of this Lease are
superseded by this Lease, the Exhibits to this Lease, and the documents referred to or implementing the
provisions of this Lease. For clarity, the confidentiality obligations of the parties pursuant to the
Development and Operating Agreement shall apply to and govern this Lease.
23. Governing Law. This Agreement shall be governed in all respects by the laws of the State of
Iowa and the venue for any litigation with respect to this Agreement shall be in the courts of Dubuque
County,Iowa.
24. Waiver. No waiver of any provision of this Lease shall be effective unless it is in writing and
signed by the party against which it is sought to be enforced, and no such waiver shall constitute a further
or continuing waiver of any preceding or succeeding breach of the same or any other provision.
6
25. Assignment. Except as specifically provided otherwise in this Lease, neither this Lease nor any
interest herein shall be subcontracted or assigned, in whole or in party, by BRD without the prior written
consent of City, which consent may not be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, the restriction on assignment set forth in this Section shall not be deemed
violated by virtue of (a) a merger or change in control or ownership of BRD's parent or any successor
entity, or (b) the use of any Easement by any third party partner or subcontractor of BRD in the
development and operation of the BRD Gas System.
26. Force Majeure. A party shall be excused from performing its contractual obligations if it is
prevented or delayed in such performance by conditions that constitute force majeure, such as acts of
God, acts of terrorism, acts of the public enemy, labor disturbances, authority of law, fire or explosion,
war or warlike act, insurrection, a party's reasonable response (by way of example and not limitation,
such as taking evasive action or canceling meetings or events) to a governmental warning affecting local
or national security, or any like causes beyond its control. A party wishing to take advantage of the relief
provided in this Section must as soon as practical advise the other party in writing of the existence of the
force majeure condition and the estimated time of its duration. The parties shall cooperate to ascertain the
facts and the effect of the delay on, and make appropriate adjustments where necessary.
27. Successors and Assigns. Each of the terns, provisions, and obligations of this Lease shall be
binding upon, shall inure to the benefit of, and shall be enforceable by the parties and their respective
legal representatives, successors and permitted assigns.
28. Notices. All notices and other communications given or made pursuant hereto shall be in writing
and shall be deemed to have been given or made if in writing and delivered personally or sent by
registered or express mail (postage prepaid) or by facsimile to the parties at the following addresses and
facsimile numbers:
If to BRD: BRD Three,LLC
5062S. 108th Street, #113
Omaha, Nebraska 68137
Attn: Gregory S. MacLean
Facsimile: (402) 682-3680
Copy to: Fraser Stryker PC LLO
500 Energy Plaza
409 S. 17" Street
Omaha, NE 68102
Attn: Stephen M. Bruckner,Esq.
Facsimile: (402)341-8290
If to City: Michael C. Van Milligen
City Manager, City of Dubuque
50 W. 13th St
Dubuque, IA 52001
Copy to: Barry Lindahl
City Attorney, City of Dubuque
Suite 330, Harbor View Place
00 Main Street
Dubuque, Iowa 52001-6944
7
29. Severability. If any term of this Agreement is found to be invalid or unenforceable, the
remaining provisions will remain effective and such term shall be replaced with another term consistent
with the purpose and intent of this Agreement.
30. Cumulative Remedies; Offset. No remedy made available hereunder by any of the provisions
of this Lease is intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise. Without limiting any other rights or remedies available to the
parties hereto, (i) either may offset from amounts otherwise due to the other party, arising under or related
to this Lease or the transactions contemplated herein, any sums owed by such party (whether arising
under or related to this Lease or the transactions contemplated herein, or otherwise).
31. No Third-Party Beneficiaries. Except as specifically provided in this Lease, nothing in this
Lease will be construed as giving any person, other than the parties hereto and their respective heirs,
successors and permitted assigns, any right, remedy or claim under or in respect of this Lease or any
provision hereof.
32. Counterparts. This Lease may be executed in one or more counterparts, including counterparts
by facsimile each of which shall be deemed an original, but all of which together shall constitute a single
agreement
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
8
IN WITNESS WIIEREOF,the parties have executed this Lease as of the date first written above.
City of Dubuque, Iowa,
an Iowa governmental entity
By:
Name:
Title:
BRD Three, LLC,
an Iowa limited liability company
By:
Name: Gregory S. MacLean
Title: Manager
1467582.3
STATE OF IOWA )
)ss.
COUNTY OF DUBUQUE )
On this day of 20 before me a Notary Public in and for said
county and state, personally appeared as of
the City of Dubuque, Iowa, an Iowa governmental entity , known to me to be the identical person who
subscribed their name to the foregoing, and acknowledged the execution thereof to be their voluntary act and
deed and the voluntary act and deed of said corporation.
Notary Public
STATE OF )
ss.
COUNTY OF
On this day of 20 before me a Notary Public in and for said
county and state, personally appeared as of
BRD Three, LLC, an Iowa limited liability company, known to me to be the identical person who
subscribed their name to the foregoing, and acknowledged the execution thereof to be their voluntary act and
deed and the voluntary act and deed of said corporation.
Notary Public
EXHIBIT A
Section 1 System Overview Page 11
Legal Description of
Site
MMW
l I e
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® =Y
• BRD Three
Facility Location -\-
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Solids
C°A _ Processing
=%w j Building �{
Parcel lD ,
1606200004
Alternate ID
3-08-14
Property Address m ^-
795 JULIEN DUBUQUE DR
DUBUQUE IA 52003 l b
Sec/Tvrp/Rng
N/A swr® c u
Brief Tax Description a9
SUB OF FR GOV LOT IOF -
LANDS INSIDE NEI/4 OF NEI/4
OF SEC 6 IN TWSP 88 NR.3 E. '� [ o
LOT 3
1
IM
3 BRD Three BioGas
Facility Location
Water a Recovery Center f 3iahesource
799 Julien 5 Julien Dubuque Dr.
Dubuque,IA 52003 D a v e l o p rn e n I, L L C
Section 1 System Overview Page 12
EXHIBIT B
Description of«ARRC Gas Management System
SYSTEM OVERVIEW
The Unison Solutions, model BGS-350-112-HS, gas conditioning system is designed to
supply up to 350 scfm of clean, dry, gas compressed to 3 psig. The system will be installed at
the Dubuque WPCP in Dubuque, IA. The compression/moisture removal skid is designed for
indoor operation in a Class I, Division 1 area. The HZS and siloxane removal systems are
designed for outdoor operation in a Class 1, Division 1 area. The gas conditioning system
control panel is designed for indoor operation in an unclassified area. The glycol chiller is
designed for outdoor operation in an unclassified area. The gas conditioning system is
comprised of several parts including: the HZS removal system, the gas conditioning skid which
pressurizes the gas, removes moisture, and regulates the discharge pressure,the siloxane
removal system, the glycol chiller which supplies cold glycol for use by the gas conditioning skid,
and the gas conditioning system control panel which controls the system.
Gas is supplied to the system through a 6" inlet where it passes through the inlet
scrubber (FLT 300) where any free moisture and particulates larger than 3 µ in the biogas are
removed. The gas then enters two HZS removal vessels piped in lead/lag configuration.
The gas then enters the gas conditioning skid and passes through a 6" fail closed
actuated butterfly valve before entering the suction scrubber which removes moisture and any
particulates left over from the HZS removal process. The gas enters a blower (BLR 331) where it
is compressed to approximately 4 psig at a temperature of about 169 °F.
After leaving the blower, the gas enters the drying process. The process begins with gas
passing through a dual core, gas to glycol heat exchanger (HX 341). The first stage uses the hot
gas after compression to reheat the cool dry gas to its final reheat temperature. Gas then
travels through the second stage of the heat exchanger which uses cold glycol from a remote
glycol chiller to cool the gas to its dew point of approximately 40 °F. Condensate from the heat
exchanger is removed via a float drain (FD 741). The gas then completes the process by being
reheated via the hot compressed gas to a temperature of approximately 80 °F.
Section 1 System Overview Page 13
Once the gas has been dried, it flows through two siloxane vessels (FLT 361 & 362),
which remove the siloxanes and other VOC's from the gas stream. The vessels are piped in
lead/lag configuration. After exiting the siloxane removal vessels, the gas flows through a final
particulate filter (FLT 351)to ensure that any carryover siloxane media/dust is removed from
the gas stream. The gas is then ready for delivery to the end use equipment at a temperature
of about 80 °F and a pressure of 3 psig.
The gas conditioning system control panel is equipped with a Programmable Logic
Controller (PLC)that receives data from transmitters, RTD's, and digital inputs. The PLC also
protects the equipment during process interruptions. The control panel includes auxiliary
terminals for a remote run command input, and a customer fault input. Dry contact outputs
are included for run status, warning status, fault status, and turbine run outputs. An Allen
Bradley Ethernet IP connection is available for connection to the facility SCADA system. The
customer is responsible for providing a broadband internet connection to the gas conditioning
system control panel. This will create a VPN between the site and Unison; creating a faster
response time to customer's requests by allowing Unison to remotely log onto the PLC, Human
Machine Interface (HMI), and individual devices.
Section 1 System Overview Page 14
SYSTEM MANUAL VALVE LISTING
Valve# Normal operating position Function
VY 3001 OPEN Close to isolate the HZS Removal System
VI 3001 OPEN Close to isolate PDI 300
VI 3002 CLOSED Open to vent PDI 300
VI 3003 OPEN Close to isolate PDI 300
VI 3004 CLOSED Open to vent PDI 300
VB 301 CLOSED Open to vent HZS piping
VB 302 CLOSED Open to vent FLT 301
VB 303 CLOSED Open to vent FLT 301
VB 304 CLOSED Open to vent HZS piping
VB 305 CLOSED Open to vent HZS piping
VB 306 CLOSED Open to vent FLT 302
VB 307 CLOSED Open to vent FLT 302
VB 308 CLOSED Open to vent 1-12S piping
VI 3005 OPEN Close to isolate PDI 301
VI 3006 CLOSED Open to vent PDI 301
VI 3007 OPEN Close to isolate PDI 301
VI 3008 CLOSED Open to vent PDI 301
VI 3009 OPEN Close to isolate PDI 302
VI 3010 CLOSED Open to vent PDI 302
VI 3011 OPEN Close to isolate PDI 302
VI 3012 CLOSED Open to vent PDI 302
VB 701 OPEN Close to isolate STR 701 and FD 701
VB 702 CLOSED Open to manually drain condensate from FLT 300
VB 703 OPEN Close to isolate FD 701
VB 704 CLOSED Open to manually drain condensate from FLT 301
VB 705 CLOSED Open to manually drain condensate from FLT 301
VB 706 CLOSED Open to manually drain condensate from FLT 302
Section 1 System Overview Page 15
VB 707 CLOSED Open to manually drain condensate from FLT 302
VY 3008 OPEN Close to divert gas to future HZS vessel
VY 3009 CLOSED Open to connect a future HZS vessel to the system
VY 3010 CLOSED Open to connect a future HZS vessel to the system
VB 3601 CLOSED Open to fill FLT 361 with nitrogen
VB 3602 CLOSED Open to fill FLT 362 with nitrogen
VB 3603 CLOSED Open to vent siloxane piping
VB 3604 CLOSED Open to vent siloxane piping
VB 3605 CLOSED Open to drain FLT 361
VB 3606 CLOSED Open to drain FLT 362
VB 3607 CLOSED Open to allow flow to QC 361
VB 3608 CLOSED Open to allow flow to QC 362
VB 3609 CLOSED Open to allow flow to QC 363
VB 3610 CLOSED Open to allow flow to QC 364
VY 3607 CLOSED Open to connect a future siloxane vessel to the system
VY 3608 OPEN Close to divert gas to future siloxane vessel
VY 3609 CLOSED Open to connect a future siloxane vessel to the system
VY 3610 OPEN Close to isolate the siloxane removal system
VI 321 OPEN Close to isolate PDI 321
VI 322 CLOSED Open to vent PDI 321
VI 323 OPEN Close to isolate PDI 321
VI 324 CLOSED Open to vent PDI 321
VB 721 CLOSED Open to manually drain condensate from FLT 321
VB 722 OPEN Close to isolate STR 721 and PMP 721
VB 741 OPEN Close to isolate STR 741 and FD 741
VB 742 CLOSED Open to manually drain condensate from HX 341
VB 743 OPEN Close to isolate FD 741
VB 231 CLOSED Open to drain oil from BLR 331
VB 731 CLOSED Open to manually drain condensate from SIL 331
Section 1 System Overview Page 16
VB 331 OPEN Close to isolate blower bearing chamber from inlet
VI 331 CLOSED Open to test gas
VB 341 CLOSED Open to vent to atmosphere
VI 341 CLOSED Open to test gas
VY 341 VARIABLE Adjust to change gas reheat temperature
VY 342 OPEN Close to isolate siloxane removal system
VY 343 CLOSED Open to by-pass gas around siloxane removal system
VY 351 OPEN Close to isolate siloxane removal system
VY 352 OPEN Close to isolate end use equipment
VY 353 CLOSED Open to discharge gas to a future high pressure system
VI 351 OPEN Close to isolate PDI 351
VI 352 CLOSED Open to vent PDI 351
VI 353 OPEN Close to isolate PDI 351
VI 354 CLOSED Open to vent PDI 351
VB 351 CLOSED Open to vent to atmosphere
VB 751 CLOSED Open to manually drain condensate from FLT 351
VB 141 CLOSED Open to manually drain glycol piping
VB 142 CLOSED Open to vent glycol piping
VB 143 CLOSED Open to manually drain glycol piping
Section 1 System Overview Page 17
Select the FIZS removal vessel configuration from the following list:
Mode 1: FLT-301 is primary and FLT-302 is secondary
Mode 2: FLT-302 is primary and FLT-301 is secondary
Mode 3: FLT-301 and FLT-302 are in parallel
Mode 1 Position Mode 2 Position Mode 3 Position
VY 3002 OPEN CLOSED OPEN
VY 3003 CLOSED OPEN OPEN
VY 3004 CLOSED OPEN OPEN
VY 3005 OPEN CLOSED OPEN
VY 3006 CLOSED OPEN CLOSED
VY 3007 OPEN CLOSED CLOSED
Select the siloxane removal vessel configuration from the following list:
Mode 1: FLT-361 is primary and FLT-362 is secondary
Mode 2: FLT-362 is primary and FLT-361 is secondary
Mode 3: FLT-361 and FLT-362 are in parallel
Mode 1 Position Mode 2 Position Mode 3 Position
VY 3601 OPEN CLOSED OPEN
VY 3602 CLOSED OPEN OPEN
VY 3603 OPEN CLOSED CLOSED
VY 3604 CLOSED OPEN CLOSED
VY 3605 CLOSED OPEN OPEN
VY 3606 OPEN CLOSED OPEN
Section 1 System Overview Page 18
UNDERSTANDING THE SYSTEM
Scrubber
FLT-321
Recirculation Valve
VM-351
Gas Blower
BLR-331 I
Particulate Filter
FLT-351
Gas Discharge
TP-353 &TP-354
Silencer
SIL-331 Skid Inlet Connection
Master TP-321
Stop
Junction Boxes
JBOX-21 &JBOX-31 Condensate Pump
PMP-721
Inlet Actuated Valve
VA-321
(GAS CONDITIONING SYSTEM CONTROL PANEL, GLYCOL CHILLER, HZS REMOVAL FILTERS, AND
SILOXANE REMOVAL FILTERS NOT SHOWN)
Section 1 System Overview Page 19
i
4
r Motor
pr
M-331
Siloxane Connections
TP-342 &TP-351
Heat Exchanger
HX-341
Glycol Connections Condensate Discharge
TP-142 &TP-143 TP-741
(GAS CONDITIONING SYSTEM CONTROL PANEL, GLYCOL CHILLER, HZS REMOVAL FILTERS, AND
SILOXANE REMOVAL FILTERS NOT SHOWN)
Section 1 System Overview Page 20
SYSTEM SUMMARY
Inlet Conditions Discharge Conditions
Design Flow 350 scfm Design Flow 350 scfm
Design Pressure 0.36 psig Design Pressure 3.05 psig
Design Temperature 98°F Design Temperature 80°F
Design R.H. 100% Design R.H. 23%
Maximum allowable incoming Temperature 98°F
Maximum allowable incoming Pressure 0.36 psig
Inlet Process Connection 6" Class 150 RF Flange
Discharge Process Connection 4" Class 150 RF Flange
Condensate Process Connections 2" Class 150 RF Flange
Glycol Process Connections 2" Class 150 RF Flange
Section 1 System Overview Page 21
SYSTEM OVERVIEW
The Unison Solutions, model CGS-350-178, gas conditioning system is designed to
compress and cool up to 350 scfm of gas compressed to 100 psig. The system includes the
following: gas compression skid consisting of an inlet moisture/particulate filter, flooded screw
compressor, oil separator, oil heat exchanger (using effluent water), oil mist eliminator and a
remote mounted air to gas after-cooler. In addition, the system includes a remote mounted
gas conditioning system control panel which provides power and control to the system. The
gas compression skid is designed for indoor operation in a Class I, Division 1 area. The gas
conditioning system control panel is designed for indoor operation in an unclassified area.
Gas enters the gas compression skid through a 4" electrically actuated,fail close,
butterfly valve (VA 371). Gas travels to a moisture/particulate filter (FLT 371) sized for 350
SCFM and used to capture 99% of particulates 3 micron and larger. Condensate formed in this
filter collects in the bottom of the filter and exits thru a float drain (FD 771). After leaving the
moisture/particulate filter, the gas enters a flooded screw compressor (CMP 371) where it is
compressed to approximately 105 psig at a temperature of 200°F.
Upon exiting the compressor, the gas enters an oil-gas separator (FLT 271)to remove
any remaining oil from the gas stream. Gas then travels to a remote mounted air/gas after-
cooler which cools the gas to approximately 122°F. Gas then re-enters the compression skid
thru an oil mist eliminator (FLT 372) which removes any remaining oil and particulate 0.3p or
greater. The process (at the discharge of the skid) produces a final temperature of 122°F with a
relative humidity of approximately 44%. The gas exits the skid through a 2"flanged connection.
The gas then travels to a field mounted sour gas fuel kit which will provide final filtration and
regulates the pressure to the desired set point (approximately 75-85 psig)for the Capstone
CR1000 micro-turbines.
The gas conditioning system control panel is equipped with a Programmable Logic
Controller (PLC)that receives data from transmitters, RTDs, and digital inputs. The PLC also
protects the equipment during process interruptions. The gas conditioning system control
panel includes auxiliary terminals for a remote run command input and a customer fault input.
Dry contact outputs are included for skid run status, skid warning status and skid alarm status.
Section 1 System Overview Page 22
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Section 1 System Overview Page 23
SYSTEM MANUAL VALVE LISTING
Valve q I Normal operating position Function
Effluent Water Line Valves
VB 141 Open Close to Isolate STR 141 or system piping
VG 141 Variable Close to Isolate STR 141 or adjust water flow
VB 142 Open Close to Isolate system piping
VB 143 Closed Open to vent water piping
VB 144 Closed Open to drain water piping
Oil Line Valves
VB 270 Closed Open to drain STR 271
VB 271 Closed Open to drain oil from FLT 271
VB 272 Closed Open to drain or add oil from/to FLT 271
VB 273 Closed Open to drain oil from FLT 271 or FLT 272
VB 274 Closed Open to drain oil from FLT 272
VB 275 Closed Open to vent FLT 272
VB 276 Closed Open to drain TK 271
VB 277 Closed Open to drain down-stream side of FLT 372
VB 278 Closed Open to drain up-stream side of FLT 372
Gas Line Valves
VB 371 Closed Open to vent FLT 271
VB 372 Open Close to isolate HX 372
VB 373 Open Close to isolate HX 372
VB 374 Open Close to isolate skid from end use device
VB 381 Open Close to isolate from skid discharge
VB 382 Open Close to isolate FLT 381
VB 383 Open Close to isolate FLT 382
VB 384 Open Close to isolate FLT 381
VB 385 Open Close to isolate FLT 382
VB 386 Closed Open to vent FLT 381
VB 387 Closed Open to vent FLT 382
VB 388 Closed Open to drain fuel kit
Condensate Line Valves
VB 771 Open Close to isolate FD 771 and STR 771
VB 772 Closed Open to manually drain FD 771
VB 773 Open Close to isolate FD 771
VB 774 Closed Open to manually drain condensate from HX 372
VB 775 Closed Open to manually drain condensate from TK 371
Instrument Valves
VI 371 Open Close to isolate PDI 371
VI 372 Closed Open to calibrate PDI 371 (while isolated)or to sample gas
VI 373 Open Close to isolate PDI 371
VI 374 Closed Open to calibrate PDI 371(while isolated)
VI 375 Open Close to isolate PDI 372
VI 376 Closed 10pen to calibrate PDI 372 (while isolated)
VI 377 Open lClose to isolate PDI 372
VI 378 1 Closed 10pen to calibrate PDI 372 (while isolated)
Section 1 System Overview Page 24
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Section 1 System Overview Page 25
UNDERSTANDING THE SYSTEM
Junction Boxes
JB-21/32
Oil Filter FLT-272
Oil Separator '
FLT-271 Buffer
Tank TK-371
Oil Mist Eliminator
2" Discharge FLT-372
Connection (TP-3708)
4" Inlet Connection
(TP-3701)
i
4" Inlet Valve Oil Cooler
VA 371 HX 271
Inlet Filter
FLT 371
Effluent Inlet
TP-141
Condensate
Outlet TP-771
Compressor Effluent Outlet
CMP 371 TP-142
Motor M-371
(GAS CONDITIONING SYSTEM CONTROL PANEL NOT SHOWN)
Section 1 System Overview Page 26
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Section 1 System Overview Page 27
SYSTEM SUMMARY
Inlet Conditions Discharge Conditions
Design Flow 350 scfm Design Flow 350 scfm
Design Pressure 3.0 psig Design Pressure 100 psig
Design Temperature 80°F Design Temperature 122°F
Design R.H. 23% Design R.H. 44%
Inlet Process Connection 4" Class 150 pattern Lug Valve
Discharge Process Connection 2" Class 150 pattern Lug Valve
Condensate Process Connections 1/2" Class 150 RF Flange
Effluent Water (Oil Cooler) Process Connections 2" Class 150 RF Flange
Section 1 System Overview Page 28
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WATER AND RESOURCE RECOVERY CENTER GAS SYSTEM DEVELOPMENT AND
OPERATING AGREEMENT
BETWEEN
CITY OF DUBUQUE
AND
BRD THREE, LLC
This WRRC GAS SYSTEM DEVELOPMENT AND OPERATING AGREEMENT (the
"Agreement") is made and executed this day of 2016 (the "Effective Date'), by
and between the City of Dubuque, a governmental entity ("City"), and BRD Three, LLC, a limited
liability company(`BRD').
WHEREAS, City is the owner of the Dubuque Water and Resource Recovery Center (the
"WRRC') and is responsible for operating, monitoring and maintaining the WRRC, including digester
gas management;
WHEREAS, City and BRD desire to develop a project to collect Digester Gas from the WRRC,
process such gas into natural gas and distribute such gas for environmentally beneficial uses (the
"Project;
WHEREAS, City and BRD desire to enter in this Agreement for BRD to (1) assess the feasibility
of developing the Project, and (2) subject to the results of BRD's feasibility study, to develop and operate
a system, incorporating all of the current gas management system at the WRRC (the "WRRC Gas
Management System'), to collect, process and distribute the Digester Gas (the `BRD Gas System') as
provided herein;
WHEREAS, provided BRD confirms the feasibility of the Project and in consideration of the
right to develop and operate the BRD Gas System and the lease granted hereunder, BRD has agreed to
pay City an operating fee and rent as provided for herein; and
WHEREAS, provided City accepts the Operations Plan (as defined below) and approves a lease
for the purposes stated herein(the"Lease').
NOW, THEREFORE, the parties hereto, for themselves, their successors and permitted assigns,
in and for the consideration of the performance of the mutual covenants, duties and responsibilities set
forth herein, the receipt and adequacy of such consideration being hereby acknowledged, do hereby
covenant and agree as follows:
1. Feasibilitv Studv.
(a) City hereby grants BRD the right to perform a feasibility study for the Project (the
"Feasibility Study"). City shall provide BRD with such information and access to the WRRC property
necessary for BRD to perform the Feasibility Study. BRD shall complete the Feasibility Study within
three (3) months of the Effective Date of this Agreement Upon the completion of the Feasibility Study,
BRD shall deliver to City (i) the Feasibility Study, (ii) provided the Project's feasibility has been
confirmed in BRD's sole discretion, a copy of the BRD Gas System operations plan (the "Operations
Plan'), and (iii) the description of the WRRC property for the Lease. The Operations Plan shall be
reviewed and accepted by the Dubuque City Manager within forty-five (45) days of the City's receipt of
the Operations Plan, which acceptance shall not be unreasonably withheld, conditioned or delayed. If the
Operations Plan is not accepted in accordance with the previous sentence,the parties shall work diligently
and in good faith to modify and/or amend the proposed Operations Plan so as to be mutually agreeable to
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the parties, If the Operations Plan is not accepted by the City within one hundred twenty(120) days from
the City's receipt of the Operations Plan, this Agreement may be terminated by either party upon five (5)
days prior written notice to the other party. The as-approved Operations Plan shall set forth the
commencement date for construction of the BRD Gas System (the "Commencement Date"), which shall
not be more than 12 months from the date of this Agreement.
(b) At any time during the Term hereof, BRD may, in its sole discretion, conduct such
studies, including commissioning studies by third parties, as are necessary to reassess the continuing
feasibility, or development, of the Project and BRD Gas System and, if necessary, shall notify City of any
material updates or modifications to the Operations Plan.
(c) If the Project is determined by BRD, in its sole discretion, not to be, or no longer,
feasible, BRD may terminate this Agreement pursuant to the terms and conditions set forth in Section 8
without any liability or penalty.
(d) For the avoidance of any doubt, BRD shall perform the Feasibility Study, and any future
feasibility studies, at BRD's sole expense.
2. Grant of Rights to Develop and Operate BRD Gas Svstem.
(a) City hereby grants to BRD for the Term the right to construct and operate the BRD Gas
System in accordance with the terms of this Agreement The rights granted to BRD pursuant to this
Agreement are exclusive and City hereby agrees that during the Term, BRD shall have the sole and
exclusive right to perform, directly and through its subcontractors, all development and operating
activities with respect to the BRD Gas System including, without limitation, any and all activities
contained in or consistent with the Operations Plan and to the extent permitted by law. The parties hereby
acknowledge and agree that the right granted to BRD hereunder to operate the BRD Gas System includes
the right to (i) connect the BRD Gas System to the RVRRC Gas Management System; (ii) collect and
process all of the Digester Gas from the RVRRC Gas Management System; (iii) subject to the terms of
Section 4(a)(iv), limited rights to perform such repairs, replacement, maintenance and modifications to
the WRRC Gas Management System in accordance with the policies and procedures set forth in the
Operations Plan; and(iv) lease the (1) relevant portions of the Project site required by BRD to operate the
BRD Gas System(the "Site") and(2) WRRC property,for the Term and under the conditions provided in
the Lease.
(b) City hereby further grants, transfers and conveys to BRD the exclusive right for the
Term, to use all of the gas collected by the WRRC Gas Management System (the `Digester Gas')for the
collection and processing of such Digester Gas, and the marketing, distribution and sale of any and all
products derived therefrom. Furthermore, City hereby grants, transfers and conveys to BRD, and hereby
releases any interest, ownership rights or claims of City in and to any and all products created by BRD
from the Digester Gas, including, but not limited to, natural gas or other gases or gas related products
created by BRD as developer and operator of the BRD Gas System (the `BRD Products"). In the event
that the BRD Gas System shall be inoperable for any reason during the Term, City's use and access rights
to use the Digester gas to operate the WRRC Gas Management System and the other City facilities at the
Site, shall automatically be reinstated for only such time at the BRD System is out of operation. Any such
use of the Digester Gas by City shall directly offset the amounts to be paid by BRD for Replacement Gas
(as hereinafter defined) pursuant to Section 6. Upon BRD's recommencement of operations, BRD's use
and access rights to the Digester Gas shall automatically be reinstated. The parties hereby agree to
promptly (i) notify the other of any downtime in the WRRC Gas Management System and BRD System
and any event requiring the temporary reinstatement of use and access rights provided herein, and(ii)take
all actions necessary to reinstate the use and access rights in accordance with the terms of this Section.
Page 2 of 40
(c) City agrees that during the Term it will not negotiate or enter into any agreement with
any other person(s) to lease, sell or otherwise encumber or alienate any interest in the WRRC or WRRC
property, whether as buyer, lessee, broker, agent or otherwise, that adversely affects BRD's ability to
develop and operate the Project without the prior written consent of BRD, which consent BRD may not
unreasonably withhold or delay.
(d) The parties hereby acknowledge and agree that the exclusive rights to (i) operate the
BRD Gas System, including such limited rights to maintain and repair the WRRC Gas Management
System set forth in Section 4(a)(vi), (ii) make use of the Digester Gas and (iii) title to the BRD Products
granted by City to BRD pursuant to this Section 2 is an essential term of this Agreement and of the
bargained for benefits and obligations contained herein.
3. Development and Operating Performance Requirements.
(a) Construction of the BIRD Gas System. BRD shall construct the BRD Gas System. Any
construction or development by BRD at the Site or M7RRC property hereunder, shall be in accordance
with the Operations Plan and in compliance with all applicable laws, regulations and permits. Such
construction shall begin upon the Commencement Date and be completed within the construction
schedule set forth in the Operations Plan.
(b) Equipment and Personnel. Except for the WRRC Gas Management System, BRD shall
supply all equipment, materials and supplies (collectively the `BRD Equipment') necessary to (i) to
develop and operate the BRD Gas System, and (ii) perform the Feasibility Study. The BRD Equipment
shall be kept in good condition and working order and shall be replaced as may be necessary. BRD shall
provide all personnel necessary to operate the BRD Gas System and perform the Feasibility Study. Such
personnel shall have the experience and background necessary to perform the responsibilities in a good
and workmanlike matter, and in accordance with industry standards and Iowa law. In the event any
services are performed by a subcontractor, BRD shall be responsible for ensuring compliance by all
subcontractors with the terms and conditions of this Agreement, and shall be liable for any failure by any
subcontractor to comply with the terms and conditions of this Agreement.
(c) Operations. Once the BRD Gas System has been constructed, BRD shall operate the
BRD Gas System in compliance with this Agreement and the Operations Plan. In the event of any
conflicts between this Agreement and the Operations Plan,then this Agreement shall control.
(d) Cost and Expenses. BRD shall pay for all costs and expenses for constructing,
operating and maintaining the BRD Gas System and the Site, performing the Feasibility Study and
otherwise performing its obligations under the Operations Plan and under this Agreement; provided,
however, except for any repairs or replacements directly arising out of BRD's negligent acts or omissions,
City shall be responsible for the costs and expenses for any repairs or replacements necessary to keep the
R'RRC Gas Management System in good working order.
(e) No Interference. BRD's development of the Site and operations under this Agreement
shall not interfere with City's continuing obligations at the WRRC. Subject to the terms of this
Agreement, City shall not interfere with BRD's operations under this Agreement.
(f) Permits. BRD shall obtain and comply with all applicable permits, licenses, or other
approvals necessary to construct and operate the BRD Gas System, and for BRD to otherwise provide the
services contemplated under this Agreement City shall reasonably cooperate with BRD at BRD's sole
cost and expense (excluding time of City personnel) in obtaining such permits, licenses and approvals
(other than those permits, licenses and approvals which are issued by City).
Page 3 of 40
4. wRRC Gas Manaaement Svstem and Services.
(a) City hereby acknowledges and agrees that it shall continue to be responsible for the
performance during and after the Tenn of the WRRC gas management services as specified in Exhibit A
attached hereto and incorporated herein by this reference (the "WRRC Gas Management Services"). City
hereby further agrees that, during the tern, it shall, and shall cause its authorized agent or service provider
to,perforin the WRRC Gas Management Services in accordance with the following terms and conditions:
(i) The WRRC Gas Management Services shall be performed (1) by qualified
personnel with the experience and background necessary to perform the work, (2) in a good and
workmanlike matter, (3) in accordance with industry standards, and (4) in compliance with all applicable
laws,regulations and permits;
(ii) City shall cause its service providers to deliver to BRD Digester Gas meeting or
exceeding the gas quality and quantity specifications set forth on Exhibit A except during scheduled
maintenance or servicing notified to BRD in accordance with Section 4(iv) or due to force majeure
events;
(iii) The WRRC Gas Management System shall be maintained in good working order
and condition, and subject to City's prior written approval, which shall not be unreasonably withheld,
conditioned or delayed, BRD shall, at its sole cost and expense, have the right to undertake any
maintenance, repairs, replacements, modifications or improvements to the WRRC Gas Management
System(other than those obligations of City set forth herein)necessary to operate the BRD Gas System;
(iv) The parties shall use their commercial best efforts to cooperate in the scheduling
of any maintenance, repair or replacement of the WRRC Gas Management System, and, without limiting
any of the foregoing, City shall provide BRD with no less than ten(10)business days prior written notice
of any such scheduled maintenance, repair or replacement; BRD shall provide written confirmation that
its actions will cause no negative effect to existing equipment warranties;
(v) City shall immediately notify BRD of, and the parties shall use their commercial
best efforts to remediate and resolve as soon as possible, any event or occurrence that may result in
downtime of the WRRC Gas Management System and/or an adverse change in the quality and/or quantity
of Digester Gas collected at the RVRRC; and
(vi) City hereby grants BRD and its agents access to the WRRC Gas Management
System as provided in the Operations Plan for purposes of exigent or emergency circumstances and where
City or its authorized agent or service provider is otherwise unavailable to attend or resolve the situation,
for the sole purpose of remedying any defect in the operation or performance of the WRRC Gas
Management System.
(b) Except for any repairs, replacements, modifications or other services that BRD may
request from time-to-time to improve the operational efficiency of the RVRRC Gas Management System,
City shall be responsible for all costs and expenses related to the performance of the WRRC Gas
Management Services and repair,replacement and maintenance of the WRRC Gas Management System.
5. Citv Obliaations. At all times during the Tenn, City shall:
(a) Upon BRD's reasonable request, make available within a reasonable time period to BRD
any and all documents in City's custody or control relating to the WRRC, the Site, the WRRC property
and the WRRC Gas Management System, including, but not limited to plans, surveys, consultant or other
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third party reports, service plans which affect the WRRC, the Site, Gas Management System, or R7RRC
property, soils and/or environmental reports, correspondence or memoranda, and copies of all existing
easement agreements, site development agreements and any other agreements affecting development and
operation of the Project;
(b) Upon BRD's reasonable request, provide such assistance to BRD as may be reasonably
necessary in providing or securing information from City, the State of Iowa, the Federal Government and
any third parties to whom City has reasonable access concerning the WRRC, the Site and WRRC
property, including public tax-exempt and taxable and other financing and grant sources and programs
that may be available for the BRD Gas System (including the WRRC Gas Management System),
including without limitation sales tax exemptions, tax-increment financing, public improvement fees,
community development block grants, sustainability and energy assistance funds under the American
Recovery and Reinvestment Act of 2009 or otherwise, and other sources of information, materials and
approval authority regarding the WRRC, and the Project development, compliance, financing and
operations;
(c) As provided in the lease, grant BRD all access rights to the WTRC, the Site and R7RRC
property, and such easements and use rights, necessary to develop and operate the BRD Gas System and
perform the Feasibility Study including, without limitation, all rights of ingress and egress, and use of
existing roadways over City land, to access the WRRC, the Site and WTRC property, and assisting in
obtaining any other easements and rights of way necessary to develop the Project and BRD Gas System;
for the avoidance of doubt access rights granted hereunder shall be 24 hour access rights for BRD and its
authorized agents; and
(d) Provide reasonable assistance to BRD to pursue and approve, within its designated
authority, such public and other approvals deemed required or desirable by BRD under this Agreement
and to perform its obligations hereunder, including any assistance as may be necessary for BRD to obtain
sales tax exemptions, environmental permits or authorizations.
6. Ooeratina Fee and Rent.
(a) As consideration for the exclusive right to develop and operate the BRD Gas System,
BRD hereby agrees to pay City an operating fee (the "Operating Fee"), calculated annually, of Ten
Thousand Dollars ($10,000) plus five percent(5%) of the Gross Revenue received by BRD from the sale
of the BRD Products. The $10,000 portion of the Operating Fee shall be paid on the Commencement Date
of this Agreement and annually on the anniversary date thereof during the Term. The 5%portion of the
annual Operating Fee shall be paid as set forth in Section 6(c).
(b) In addition to the Operating Fee, and as consideration for the Lease and the exclusive
rights to all of the Digester Gas granted hereunder, commencing on the Commencement Date, BRD shall
pay City the rent and any other costs and expenses set forth in the Lease in accordance with the terms
thereof.
(c) For each calendar year ending on March 31s` (or portion thereof) during the Term, BRD
shall calculate the 5% portion of the Operating Fee pursuant to Section 6(a), and within sixty (60) days
following the expiration of such calendar year, BRD shall deliver to City a written statement certified by
its accountants showing the calculation of such amounts. BRD shall pay to City the Operating Fee within
thirty (30) days of the date of each such statement but in no event later than June 30", in accordance with
the City's payment instructions. For purposes of this Agreement, "Gross Revenue" shall mean the gross
revenue received by BRD from the sale of the BRD Products, including any regulatory credits received
by BRD.
Page 5 of 40
7. Term. The initial term of this Agreement is fifteen (15) years from the date hereof(the "Initial
Term"). BRD shall have the option to renew this Agreement for one (1) additional five (5) year period
("Renewal Term") upon the same terms and conditions contained herein ("Renewal Option"). BRD may
exercise its Renewal Option by delivering to City within ninety (90) days of the expiration of the then
current term a written notice exercising its Renewal Option hereunder. Within ninety (90) days prior to
the expiration of the Renewal Term, the parties agree to negotiate in good faith the terms for any
subsequent renewal terms. `°Perm"shall be defined to include the Initial Term and any Renewal Term.
8. Termination.
(a) Upon the occurrence of a material default hereunder, which default is not cured within
thirty (30) days following written notice of default, or, if such default is not reasonably capable of cure
during such period, within ninety (90) days following written notice of default provided that the
defaulting party is exercising good faith and due diligence to cure the default, the non-defaulting party
may terminate this Agreement.
(b) BRD may terminate this Agreement upon thirty (30) days' written notice in the event
BRD determines, in its reasonable discretion, that(i) the Project is not, or no longer, feasible pursuant to
Section 1 or (ii) permits or authorizations deemed necessary or desirable by BRD with respect to the
development and operation of the Project have not been obtained or, in BRD's reasonable opinion, are
unlikely to be obtained without undue delay or material adverse effect to the Project.
(c) City may terminate this Agreement with immediate effect if BRD (i) makes an
assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise
commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any
bankruptcy or similar law for the protection of creditors, or has such a petition filed against it, (iii)
otherwise becomes bankrupt or insolvent(however evidenced), or (iv) is unable to pay its debts as they
fall due.
(d) In the event of termination by the parties pursuant to this Section 8, BRD shall cease to
be obligated to perform hereunder and shall have no further liability or obligations to City, including the
payment of any rent or expenses under the Lease after the termination date, except as otherwise provided
for in this Agreement.
(e) Notwithstanding the termination or expiration of this Agreement, and except as otherwise
stated in this Agreement, those obligations contained herein that by their terms or nature are intended to
survive such termination or expiration and shall be binding upon the parties and their legal
representatives,heirs, successors and assigns.
9. Removal of BRD Gas Svstem Assets.
(a) Within six (6) months after the expiration or earlier termination of the Term, except for
the WRRC Gas Management System, BRD shall, at its own expense, remove all physical material
pertaining to the BRD Gas System from the Site (the "Gas System Assets'), leave the area formerly
occupied by the Gas System Assets in substantially the same physical condition which existed
immediately before the installation of the Gas System Assets (the "Removal Obligations'); provided,
however, in the event the parties agree that any Gas System Asset shall remain on the Site, such Gas
System Asset(s) shall not be subject to the Removal Obligations hereunder and thereafter shall become
the property of City. With respect to any equipment or materials that are installed by BRD to connect the
BRD Gas System with the WRRC Gas Management System, City shall make final determinations as to
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which physical materials shall remain where the Gas System Assets interconnect with the WRRC Gas
Management System.
(b) City shall grant BRD all necessary or reasonably required easements and access rights to
and from the WRRC property in order for BRD to perform its aforesaid Removal Obligations and for the
purposes of effecting or completing any required decommissioning under any permit, license or
agreement issued in connection with the Project.
(c) City hereby acknowledges and agrees that BRD shall not be responsible in any manner
for the removal from the WRRC property of the WRRC Gas Management System or other WRRC assets
or property currently in place at the WRRC property (the "WRRC Assets") or for the restoration of the
WRRC property arising out of the removal of the WRRC Assets by City or any third party; provided,
however, that in the event the BRD Gas System or BRD's Removal Obligations cause any damage to the
WRRC Assets,BRD shall remedy such damage and/or restore the WRRC Assets.
(d) BRD's Removal Obligations pursuant to this section shall be secured by the security
deposit agreed by the Parties and set forth in the Lease.
10. Representations and Warranties.
(a) Each of the parties represents and warrants to the other that(i) it has the full right, power
and authority to enter into this Agreement and to consummate or cause to be consummated the transaction
contemplated herein, (ii) this Agreement is the legal, valid and binding obligation of such party,
enforceable in accordance with its terms, and (iii) no consent, authorization, license, permit, registration
or approval of, or exemption or other action is required in connection with its execution and delivery of
this Agreement and the performance of its obligations hereunder.
(b) BRD represents and warrants that (i) it possesses the professional and technical skills
required to perform its obligations under this Agreement; (ii) it understands the currently known hazards
which are presented to persons, property, and the environment in connection with its performance under
this Agreement; (iii) it is aware of all laws, regulations, orders, and other governmental requirements
pertaining to performance of this Agreement; (iv) it will perform its obligations hereunder in full
compliance with all applicable laws, regulations, orders, permits, and other governmental requirements;
(v) any subcontractors, agents or personnel employed by BRD will meet the same standards as apply to
BRD; and (vi) it and its subcontractors, agents and personnel shall (1) replace, repair and maintain the
WRRC Gas Management System (to the limited extent provided for herein) in accordance with the
applicable manufacturer's warranties therefor and(2) develop and operate the BRD Gas System so as not
to adversely affect such manufacturer's warranties.
IL Insurance. BRD shall procure and maintain during the Term, at its own expense, insurance
as required by the Insurance Schedule attached hereto as Exhibit B.
12. Indemnitv.
(a) Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the
other party, its elected and appointed officials, managers, members, officers, affiliates, employees,
successors, legal representatives and assigns (the "Indemnified Party'), from and against any all claims,
damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable
attorney's fees and disbursements) ("Claims') relating to (a) an Indemnifying Party's, or its personnel or
agent's breach of this Agreement, including, but not limited to,the Parties obligations under Section 13 of
this Agreement, and/or (b)bodily injury or death of any person or damage to real and/or tangible personal
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property arising from the negligence or willful misconduct of the Indemnifying Party, its personnel or
agents during the Term of this Agreement.
(b) The Indemnified Party must provide notice to the Indemnifying Party promptly upon
learning of any Claim for which defense or settlement may be sought, but failure to do so will have no
effect except to the extent the Indemnifying Party is prejudiced by the delay. The Indemnified Party
seeking defense or settlement will allow the Indemnifying Party to control the defense and settlement of
the Claim and will reasonably cooperate with the defense. The Indemnifying Party will use counsel
reasonably experienced in the subject matter at issue and will not settle a Claim without the written
consent of the Indemnified Party,which consent will not be unreasonably withheld or delayed, except that
no consent will be required to settle a claim where relief against the Indemnified Party is limited to
monetary damages that are paid by the Indemnifying Party under this Section 12. The Indemnifying
Party shall have no obligation to indemnify for any settlement made without its prior written consent.
13. Environmental.
(a) City's Covenants.Representations and Warranties.
(i) The City represents and warrants, to the best of its actual knowledge, that there
are no Environmental Conditions currently existing on the WRRC property. The City further covenants
that it shall not cause nor by its act or omission permit to be caused any Environmental Conditions to
occur or exist on the WRRC property during the Term of this Agreement. The City shall comply with any
and all federal, state and local environmental laws and regulations applicable to City's operations at the
WRRC, and, specifically, shall not take any action or make any omission which may cause the WRRC to
violate an environmental permit, law or regulation. For the purposes of this Agreement, "Environmental
Conditions" shall mean the presence, release or threatened of hazardous substances or materials, created
or caused by any party, that does or may reasonably be expected to (i) require abatement or correction
under any environmental law or regulation, (ii) give rise to any civil or criminal liability on the part of any
party under any environmental law, or(iii) create a public or private nuisance.
(ii) The City shall obtain and comply with any and all permits currently held, and
subsequently required to be held during the Term hereof, by the City related to the operation of the
WRRC, except the City shall not be responsible for obtaining any permits related to the development and
operation of the BRD Gas System. The City shall provide BRD all assistance necessary in order to obtain
any and all permits or authorizations necessary to construct and operate the BRD Gas System.
(b) BRD Covenants.Representations and Warranties:
(i) BRD, its directors, officers, owners, employees and agents shall not cause nor by
its act or omission permit to be caused an Environmental Condition on the WRRC Property.
(ii) BRD shall comply with any and all federal, state and local environmental laws
and regulations applicable to the WRRC, and, specifically, shall not take any action or make any omission
which may cause the WRRC to violate an environmental permit, law or regulation.
(iii) BRD shall obtain all applicable environmental permits and authorizations
necessary for the development and operation of the BRD Gas System and the services to be performed
hereunder.
(iv) BRD shall sign the existing Consent Decree which shall be attached as Exhibit C,
and to the extent applicable to BRD's operations at the Site,BRD shall comply with the terms thereof.
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(c) City hereby covenants and agrees to indemnify and hold harmless BRD and its managers,
members, officers, affiliates, employees, successors, legal representatives and assigns from and against all
claims, damages, liabilities, losses, judgments, settlements and costs (including, without limitation,
reasonable attorney's fees and disbursements) related to Environmental Conditions at the WRRC, or any
portion thereof, whether currently existing or subsequently caused, known, or unknown, and howsoever
caused, to the extent not directly caused by BRD.
14. Limitation on Liability. To the fullest extent allowable by law, and notwithstanding any other
provision of this Agreement,the parties agree that,whether as a result of breach of contract,warranty,tort
(including negligence or patent infringement), strict liability or otherwise, neither party shall be liable to
the other party for any special, consequential, incidental, indirect or exemplary damages including but not
limited to loss of profit, loss of revenue or loss of use of equipment, whether or not either party was
advised of the possibility of such damages, relating to the performance of this Agreement.
15. Confidentiality.
(a) The parties agree not to disclose any confidential information furnished by the other
party, except as provided under this Agreement. For purposes hereof, "Confidential Information"
includes, but is not limited to, each party's know how, trade secrets, customer lists, prices, purchasing
patterns, designs, data, methodologies, sales and marketing plans, technical, business and financial
information, whether or not marked or labeled as confidential. Access to the Confidential Information
shall be restricted to City and BRD personnel (including such personnel employed by affiliated entities)
on a need to know basis solely for the performance of their obligations hereunder and development and
operation of the Project.
(b) Nothing in this Agreement shall prohibit or limit either party's use of information
(including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously
known to it without an obligation of confidence, (ii) independently developed by or for it, (iii) acquired
by it from a third party which is not under an obligation of confidence with respect to such information, or
(iv)which is or becomes publicly available through no breach of this Agreement.
(c) If either party(the "Receiving Party") receives a request, subpoena or other legal process
demanding Confidential Information of the other party (the `Disclosing Party"), it shall promptly notify
the other party to enable such disclosing party to seek protective legal remedies and the recipient party
shall reasonably cooperate in connection therewith. However, if the Receiving Party reasonably concludes
that it is legally compelled pursuant to applicable law, rule, or regulation, to disclose any Confidential
Information, it shall provide the Disclosing Party with prompt notice of each such request so that the
Disclosing Party may seek an appropriate protective order, at the Disclosing Party's sole cost and expense,
and/or waive the Receiving Party's obligation to comply with the provisions of this Agreement. Failure of
the Disclosing Party to commence appropriate proceedings to seek an appropriate protective order within
fourteen (14) days of receipt of notice from the Receiving Party shall permit the Receiving Party to
disclose such Confidential Information; provided, however, that (i) the parties shall cooperate in good
faith following any such request for Confidential Information to review and address the terms of any
request and the legal conclusion compelling the disclosure of any Confidential Information and (ii) that
the Receiving Party shall disclose no more Confidential Information than is necessary to comply with
law.
(d) All Confidential Information shall remain the property of the disclosing party, and no
right to license or use the Confidential Information is granted to the recipient other than for purposes
described in this Section. Recipient shall promptly return to the disclosing party, upon request, any and all
tangible material concerning such Confidential Information, including all copies and notes, or destroy the
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same and provide the disclosing party with a written certification that such destruction has occurred.
Under no circumstances shall any Confidential Information or copy thereof be retained, except with the
express written approval of the disclosing party.
(e) In the event of any breach of this section, the parties agree that monetary damages may
not be sufficient to remedy such breach and that the non-breaching party may suffer irreparable damages.
The parties agree that the non-breaching party will be entitled to seek equitable and injunctive relief. In
addition, unless expressly required by applicable law,neither party shall,without the prior written consent
of the other, issue press releases, marketing literature, public statements, or in any way engage in any
other form of public disclosure relating to this Agreement.
16. Further Assurances. City and BRD agree to use their commercially reasonable efforts to take,
or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the arrangements contemplated by this Agreement. In
addition, City and BRD will at any time, and from time to time after the Effective Date, upon written
request of the other party, execute, acknowledge and deliver all such further documents and assurances
and take all such further action, as may be required to carry out the intent of this Agreement and to protect
the right, title and interest in and enjoyment of the rights provided pursuant to this Agreement; provided,
however, that this Agreement shall be effective regardless of whether any such additional documents are
executed.
17. Miscellaneous.
(a) Entire Agreement; Amendment; Order of Precedence. This Agreement sets forth the
entire understanding between the parties hereto and supersedes all prior agreements, arrangements and
communications, whether oral or written, with respect to the subject matter hereof. This Agreement may
not be modified or amended except in a writing signed by the parties. The following order of precedence
shall be followed in resolving any inconsistencies between the terms of this Agreement and the terms of
any Exhibits, or other documentation attached hereto or delivered hereunder: (i) First, the terms
contained in the body of this Agreement; (ii) Second, the terms of the Operations Plan; (iii) Third, the
terms of the remaining Exhibits or other attachments to this Agreement, provided that no order of
precedence shall be applied among such Exhibits or attachments; and (iv) Fourth, any other
documentation provided hereunder.
(b) Governing Law. This Agreement shall be governed in all respects by the laws of the
State of Iowa and the venue for any litigation with respect to this Agreement shall be in the courts of
Dubuque County,Iowa.
(c) Waiver. No waiver of any provision of this Agreement shall be effective unless it is in
writing and signed by the party against which it is sought to be enforced, and no such waiver shall
constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other
provision.
(d) Assignment. Except as specifically provided otherwise in this Agreement, neither this
Agreement nor any interest herein shall be subcontracted or assigned, in whole or in party, by BRD
without the prior written consent of City, which consent may not be unreasonably withheld, conditioned
or delayed. Notwithstanding the foregoing, the restriction on assignment set forth in this Section shall not
be deemed violated by virtue of a merger or change in control or ownership of BRD's parent or any
successor entity.
Page 10 of 40
(e) Force Majeure. A party shall be excused from performing its contractual obligations if it
is prevented or delayed in such performance by conditions that constitute force majeure, such as acts of
God, acts of terrorism, acts of the public enemy, labor disturbances, authority of law, fire or explosion,
war or warlike act, insurrection, a party's reasonable response (by way of example and not limitation,
such as taking evasive action or canceling meetings or events) to a governmental warning affecting local
or national security, or any like causes beyond its control. A party wishing to take advantage of the relief
provided in this Section must as soon as practical advise the other party in writing of the existence of the
force majeure condition and the estimated time of its duration. The parties shall cooperate to ascertain the
facts and the effect of the delay on, and make appropriate adjustments where necessary.
(f) Successors and Assigns. Each of the terms, provisions, and obligations of this
Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties and
their respective legal representatives, successors and permitted assigns.
(g) Notices. All notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been given or made if in writing and delivered personally or sent by
registered or express mail (postage prepaid) or by facsimile to the parties at the following addresses and
facsimile numbers:
If to BRD: BRD Three,LLC
5062S. 108th Street, #113
Omaha, Nebraska 68137
Attn: Gregory S. MacLean
Facsimile: (402) 540-0400
Copy to: Fraser Stryker PC LLO
500 Energy Plaza
409 S. 17" Street
Omaha, NE 68102
Attn: Stephen M. Bruckner,Esq.
Facsimile: (402)341-8290
If to City: Michael C. Van Milligen
City Manager, City of Dubuque
50 W. 13th St
Dubuque, IA 52001
Copy to : Barry Lindahl
City Attorney, City of Dubuque
Suite 330, Harbor View Place
300 Main Street
Dubuque, Iowa 52001-6944
(h) Severability. If any term of this Agreement is found to be invalid or unenforceable, the
remaining provisions will remain effective and such term shall be replaced with another term consistent
with the purpose and intent of this Agreement.
(i) Cumulative Remedies. No remedy made available hereunder by any of the provisions of
this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be
Page 11 of 40
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.
0) No Third-Party Beneficiaries. Except as specifically provided in this Agreement,
nothing in this Agreement will be construed as giving any person, other than the parties hereto and their
respective heirs, successors and permitted assigns, any right, remedy or claim under or in respect of this
Agreement or any provision hereof.
(k) Independent Contractor. The relationship between City and BRD shall be that of an
independent contractor. This Agreement is not intended to create and shall not be construed as creating
between the parties a relationship of principal and agent,joint venturers, co-partners, master and servant,
franchisor and franchisee, or any other similar relationship, the existence of which is hereby expressly
denied by the parties. Employees of BRD are not employees of City. No party will have any right or
authority to assume or create any binding obligations or to make any representations or warranties on
behalf of the other party whether express, implied, by appearance, or otherwise.
(1) Time is of the Essence. In the performance of each part of this Agreement, time shall be
of the essence. Each party hereto acknowledges and agrees that the periods of time set forth in this
Agreement for the performance contemplated hereunder area reasonable.
(m) Counterparts. This Agreement may be executed in one or more counterparts, including
counterparts by facsimile each of which shall be deemed an original, but all of which together shall
constitute a single agreement.
(n) Dispute Resolution. In the event of any dispute, question or difference of opinion
between the City and BRD arising out of or under this Agreement (each a "Dispute"), a party
may give to the other party a notice ("Dispute Notice") specifying the Dispute and requiring its
resolution under this Section 17(n). If the Dispute is not resolved within seven (7) days after a
Dispute Notice is given to the other party, each party must nominate one representative from its
senior management to resolve the Dispute (each, a "Dispute Representative"). If the Dispute is
not resolved within sixty (60) days of the Dispute being referred to the respective Dispute
Representatives, then either party may request binding arbitration to resolve the dispute by
delivering written notice of its intention to refer the matter to arbitration (the "Arbitration
Notice") to the other party and thereafter the Dispute shall be referred to arbitration for final
settlement binding on the parties in accordance with American Arbitration Association's
Commercial Arbitration Rules, subject to the following: the arbitration tribunal shall consist of
one (1) Arbitrator who shall be jointly selected by the parties (the "Arbitrator"). If the parties
cannot agree on the Arbitrator within thirty(30) days after the delivery of the Arbitration Notice,
either party may apply to a court of competent jurisdiction to appoint the Arbitrator. The
Arbitrator shall be instructed that the arbitration is confidential and that time is of the essence in
proceeding with the determination of any Dispute. The Arbitrator shall determine and
communicate the rules governing the arbitration prior to its commencement to each party, and all
hearings shall take place in Des Moines, Iowa unless otherwise determined by the written
agreement of the parties; the arbitration award shall be in writing and shall be final, binding on
the parties, not subject to any appeal or review, and shall deal with the question of costs of
arbitration, pre-award interest and all other matters related thereto (the "Arbitration Decision").
The non-prevailing party shall pay all reasonable legal fees and expenses (including all expert
witness fees and other related and miscellaneous expenses) of the prevailing party to the
prevailing party. Judgement upon the Arbitration Decision rendered may be entered into any
Page 12 of 40
court of competent jurisdiction, or application may be made to such court for a judicial
recognition of the Arbitration Decision or an order of enforcement thereof, as the case may be, if
a party fails to abide by the Arbitration Decision. During the existence of any Dispute, including
arbitration, the parties must continue to perform all of their obligations under this Agreement
without prejudice to their position in respect of such Dispute, unless the parties otherwise agree
in writing. Nothing in this Section 17(n) prevents a party from seeking any urgent
interlocutory relief which may be required in relation to this Agreement, including without
limitation, enforcement of the rights set forth in this Section and Sections 2 and 15.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
Page 13 of 40
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
City of Dubuque, Iowa
a governmental entity
By:
Name:
Title:
BRD Three, LLC,
an Iowa limited liability company
By:
Name: Gregory S. MacLean
Title: Manager
Page 14 of 40
EXHIBIT A
WRRC Gas Management Services and Specifications
SYSTEM OVERVIEW
The Unison Solutions, model BGS-350-112-HS, gas conditioning system is designed to
supply up to 350 scfm of clean, dry, gas compressed to 3 psig. The system will be installed at
the Dubuque WPCP in Dubuque, IA. The compression/moisture removal skid is designed for
indoor operation in a Class I, Division 1 area. The HZS and siloxane removal systems are
designed for outdoor operation in a Class 1, Division 1 area. The gas conditioning system
control panel is designed for indoor operation in an unclassified area. The glycol chiller is
designed for outdoor operation in an unclassified area. The gas conditioning system is
comprised of several parts including: the HZS removal system, the gas conditioning skid which
pressurizes the gas, removes moisture, and regulates the discharge pressure,the siloxane
removal system, the glycol chiller which supplies cold glycol for use by the gas conditioning skid,
and the gas conditioning system control panel which controls the system.
Gas is supplied to the system through a 6" inlet where it passes through the inlet
scrubber (FLT 300) where any free moisture and particulates larger than 3 µ in the biogas are
removed. The gas then enters two HZS removal vessels piped in lead/lag configuration.
The gas then enters the gas conditioning skid and passes through a 6" fail closed
actuated butterfly valve before entering the suction scrubber which removes moisture and any
particulates left over from the HZS removal process. The gas enters a blower (BLR 331) where it
is compressed to approximately 4 psig at a temperature of about 169 °F.
After leaving the blower, the gas enters the drying process. The process begins with gas
passing through a dual core, gas to glycol heat exchanger (HX 341). The first stage uses the hot
gas after compression to reheat the cool dry gas to its final reheat temperature. Gas then
travels through the second stage of the heat exchanger which uses cold glycol from a remote
glycol chiller to cool the gas to its dew point of approximately 40 °F. Condensate from the heat
exchanger is removed via a float drain (FD 741). The gas then completes the process by being
reheated via the hot compressed gas to a temperature of approximately 80 °F.
Section 1 System Overview Page 15
Once the gas has been dried, it flows through two siloxane vessels (FLT 361 & 362),
which remove the siloxanes and other VOC's from the gas stream. The vessels are piped in
lead/lag configuration. After exiting the siloxane removal vessels, the gas flows through a final
particulate filter (FLT 351)to ensure that any carryover siloxane media/dust is removed from
the gas stream. The gas is then ready for delivery to the end use equipment at a temperature
of about 80 °F and a pressure of 3 psig.
The gas conditioning system control panel is equipped with a Programmable Logic
Controller (PLC)that receives data from transmitters, RTD's, and digital inputs. The PLC also
protects the equipment during process interruptions. The control panel includes auxiliary
terminals for a remote run command input, and a customer fault input. Dry contact outputs
are included for run status, warning status, fault status, and turbine run outputs. An Allen
Bradley Ethernet IP connection is available for connection to the facility SCADA system. The
customer is responsible for providing a broadband internet connection to the gas conditioning
system control panel. This will create a VPN between the site and Unison; creating a faster
response time to customer's requests by allowing Unison to remotely log onto the PLC, Human
Machine Interface (HMI), and individual devices.
Section 1 System Overview Page 16
SYSTEM MANUAL VALVE LISTING
Valve# Normal operating position Function
VY 3001 OPEN Close to isolate the HZS Removal System
VI 3001 OPEN Close to isolate PDI 300
VI 3002 CLOSED Open to vent PDI 300
VI 3003 OPEN Close to isolate PDI 300
VI 3004 CLOSED Open to vent PDI 300
VB 301 CLOSED Open to vent HZS piping
VB 302 CLOSED Open to vent FLT 301
VB 303 CLOSED Open to vent FLT 301
VB 304 CLOSED Open to vent HZS piping
VB 305 CLOSED Open to vent HZS piping
VB 306 CLOSED Open to vent FLT 302
VB 307 CLOSED Open to vent FLT 302
VB 308 CLOSED Open to vent 1-12S piping
VI 3005 OPEN Close to isolate PDI 301
VI 3006 CLOSED Open to vent PDI 301
VI 3007 OPEN Close to isolate PDI 301
VI 3008 CLOSED Open to vent PDI 301
VI 3009 OPEN Close to isolate PDI 302
VI 3010 CLOSED Open to vent PDI 302
VI 3011 OPEN Close to isolate PDI 302
VI 3012 CLOSED Open to vent PDI 302
VB 701 OPEN Close to isolate STR 701 and FD 701
VB 702 CLOSED Open to manually drain condensate from FLT 300
VB 703 OPEN Close to isolate FD 701
VB 704 CLOSED Open to manually drain condensate from FLT 301
VB 705 CLOSED Open to manually drain condensate from FLT 301
VB 706 CLOSED Open to manually drain condensate from FLT 302
Section 1 System Overview Page 17
VB 707 CLOSED Open to manually drain condensate from FLT 302
VY 3008 OPEN Close to divert gas to future HZS vessel
VY 3009 CLOSED Open to connect a future HZS vessel to the system
VY 3010 CLOSED Open to connect a future HZS vessel to the system
VB 3601 CLOSED Open to fill FLT 361 with nitrogen
VB 3602 CLOSED Open to fill FLT 362 with nitrogen
VB 3603 CLOSED Open to vent siloxane piping
VB 3604 CLOSED Open to vent siloxane piping
VB 3605 CLOSED Open to drain FLT 361
VB 3606 CLOSED Open to drain FLT 362
VB 3607 CLOSED Open to allow flow to QC 361
VB 3608 CLOSED Open to allow flow to QC 362
VB 3609 CLOSED Open to allow flow to QC 363
VB 3610 CLOSED Open to allow flow to QC 364
VY 3607 CLOSED Open to connect a future siloxane vessel to the system
VY 3608 OPEN Close to divert gas to future siloxane vessel
VY 3609 CLOSED Open to connect a future siloxane vessel to the system
VY 3610 OPEN Close to isolate the siloxane removal system
VI 321 OPEN Close to isolate PDI 321
VI 322 CLOSED Open to vent PDI 321
VI 323 OPEN Close to isolate PDI 321
VI 324 CLOSED Open to vent PDI 321
VB 721 CLOSED Open to manually drain condensate from FLT 321
VB 722 OPEN Close to isolate STR 721 and PMP 721
VB 741 OPEN Close to isolate STR 741 and FD 741
VB 742 CLOSED Open to manually drain condensate from HX 341
VB 743 OPEN Close to isolate FD 741
VB 231 CLOSED Open to drain oil from BLR 331
VB 731 CLOSED Open to manually drain condensate from SIL 331
Section 1 System Overview Page 18
VB 331 OPEN Close to isolate blower bearing chamber from inlet
VI 331 CLOSED Open to test gas
VB 341 CLOSED Open to vent to atmosphere
VI 341 CLOSED Open to test gas
VY 341 VARIABLE Adjust to change gas reheat temperature
VY 342 OPEN Close to isolate siloxane removal system
VY 343 CLOSED Open to by-pass gas around siloxane removal system
VY 351 OPEN Close to isolate siloxane removal system
VY 352 OPEN Close to isolate end use equipment
VY 353 CLOSED Open to discharge gas to a future high pressure system
VI 351 OPEN Close to isolate PDI 351
VI 352 CLOSED Open to vent PDI 351
VI 353 OPEN Close to isolate PDI 351
VI 354 CLOSED Open to vent PDI 351
VB 351 CLOSED Open to vent to atmosphere
VB 751 CLOSED Open to manually drain condensate from FLT 351
VB 141 CLOSED Open to manually drain glycol piping
VB 142 CLOSED Open to vent glycol piping
VB 143 CLOSED Open to manually drain glycol piping
Section 1 System Overview Page 19
Select the FIZS removal vessel configuration from the following list:
Mode 1: FLT-301 is primary and FLT-302 is secondary
Mode 2: FLT-302 is primary and FLT-301 is secondary
Mode 3: FLT-301 and FLT-302 are in parallel
Mode 1 Position Mode 2 Position Mode 3 Position
VY 3002 OPEN CLOSED OPEN
VY 3003 CLOSED OPEN OPEN
VY 3004 CLOSED OPEN OPEN
VY 3005 OPEN CLOSED OPEN
VY 3006 CLOSED OPEN CLOSED
VY 3007 OPEN CLOSED CLOSED
Select the siloxane removal vessel configuration from the following list:
Mode 1: FLT-361 is primary and FLT-362 is secondary
Mode 2: FLT-362 is primary and FLT-361 is secondary
Mode 3: FLT-361 and FLT-362 are in parallel
Mode 1 Position Mode 2 Position Mode 3 Position
VY 3601 OPEN CLOSED OPEN
VY 3602 CLOSED OPEN OPEN
VY 3603 OPEN CLOSED CLOSED
VY 3604 CLOSED OPEN CLOSED
VY 3605 CLOSED OPEN OPEN
VY 3606 OPEN CLOSED OPEN
Section 1 System Overview Page 20
UNDERSTANDING THE SYSTEM
Scrubber
FLT-321
Recirculation Valve
VM-351
Gas Blower
BLR-331
Particulate Filter
FLT-351
Gas Discharge
TP-353 & TP-354
Silencer
SIL-331 Skid Inlet Connection
Master TP-321
Stop
Junction Boxes
JBOX-21 & JBOX-31 Condensate Pump
PMP-721
Inlet Actuated Valve
VA-321
(GAS CONDITIONING SYSTEM CONTROL PANEL, GLYCOL CHILLER, HZS REMOVAL FILTERS, AND
SILOXANE REMOVAL FILTERS NOT SHOWN)
Section 1 System Overview Page 21
i
Motor
M-331
Siloxane Connections
TP-342 & TP-351
Heat Exchanger
HX-341 Glycol Connections
y Condensate Discharge
TP-142 & TP-143 TP-741
(GAS CONDITIONING SYSTEM CONTROL PANEL, GLYCOL CHILLER, HZS REMOVAL FILTERS, AND
SILOXANE REMOVAL FILTERS NOT SHOWN)
Section 1 System Overview Page 22
SYSTEM SUMMARY
Inlet Conditions Discharge Conditions
Design Flow 350 scfm Design Flow 350 scfm
Design Pressure 0.36 psig Design Pressure 3.05 psig
Design Temperature 98°F Design Temperature 80°F
Design R.H. 100% Design R.H. 23%
Maximum allowable incoming Temperature 98°F
Maximum allowable incoming Pressure 0.36 psig
Inlet Process Connection 6" Class 150 RF Flange
Discharge Process Connection 4" Class 150 RF Flange
Condensate Process Connections 2" Class 150 RF Flange
Glycol Process Connections 2" Class 150 RF Flange
Section 1 System Overview Page 23
SYSTEM OVERVIEW
The Unison Solutions, model CGS-350-178, gas conditioning system is designed to
compress and cool up to 350 scfm of gas compressed to 100 psig. The system includes the
following: gas compression skid consisting of an inlet moisture/particulate filter, flooded screw
compressor, oil separator, oil heat exchanger (using effluent water), oil mist eliminator and a
remote mounted air to gas after-cooler. In addition, the system includes a remote mounted
gas conditioning system control panel which provides power and control to the system. The
gas compression skid is designed for indoor operation in a Class I, Division 1 area. The gas
conditioning system control panel is designed for indoor operation in an unclassified area.
Gas enters the gas compression skid through a 4" electrically actuated,fail close,
butterfly valve (VA 371). Gas travels to a moisture/particulate filter (FLT 371) sized for 350
SCFM and used to capture 99% of particulates 3 micron and larger. Condensate formed in this
filter collects in the bottom of the filter and exits thru a float drain (FD 771). After leaving the
moisture/particulate filter, the gas enters a flooded screw compressor (CMP 371) where it is
compressed to approximately 105 psig at a temperature of 200°F.
Upon exiting the compressor, the gas enters an oil-gas separator (FLT 271)to remove
any remaining oil from the gas stream. Gas then travels to a remote mounted air/gas after-
cooler which cools the gas to approximately 122°F. Gas then re-enters the compression skid
thru an oil mist eliminator (FLT 372) which removes any remaining oil and particulate 0.3p or
greater. The process (at the discharge of the skid) produces a final temperature of 122°F with a
relative humidity of approximately 44%. The gas exits the skid through a 2"flanged connection.
The gas then travels to a field mounted sour gas fuel kit which will provide final filtration and
regulates the pressure to the desired set point (approximately 75-85 psig)for the Capstone
CR1000 micro-turbines.
The gas conditioning system control panel is equipped with a Programmable Logic
Controller (PLC)that receives data from transmitters, RTDs, and digital inputs. The PLC also
protects the equipment during process interruptions. The gas conditioning system control
panel includes auxiliary terminals for a remote run command input and a customer fault input.
Dry contact outputs are included for skid run status, skid warning status and skid alarm status.
Section 1 System Overview Page 24
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Section 1 System Overview Page 25
SYSTEM MANUAL VALVE LISTING
Valve q I Normal operating position Function
Effluent Water Line Valves
VB 141 Open Close to Isolate STR 141 or system piping
VG 141 Variable Close to Isolate STR 141 or adjust water flow
VB 142 Open Close to Isolate system piping
VB 143 Closed Open to vent water piping
VB 144 Closed Open to drain water piping
Oil Line Valves
VB 270 Closed Open to drain STR 271
VB 271 Closed Open to drain oil from FLT 271
VB 272 Closed Open to drain or add oil from/to FLT 271
VB 273 Closed Open to drain oil from FLT 271 or FLT 272
VB 274 Closed Open to drain oil from FLT 272
VB 275 Closed Open to vent FLT 272
VB 276 Closed Open to drain TK 271
VB 277 Closed Open to drain down-stream side of FLT 372
VB 278 Closed Open to drain up-stream side of FLT 372
Gas Line Valves
VB 371 Closed Open to vent FLT 271
VB 372 Open Close to isolate HX 372
VB 373 Open Close to isolate HX 372
VB 374 Open Close to isolate skid from end use device
VB 381 Open Close to isolate from skid discharge
VB 382 Open Close to isolate FLT 381
VB 383 Open Close to isolate FLT 382
VB 384 Open Close to isolate FLT 381
VB 385 Open Close to isolate FLT 382
VB 386 Closed Open to vent FLT 381
VB 387 Closed Open to vent FLT 382
VB 388 Closed Open to drain fuel kit
Condensate Line Valves
VB 771 Open Close to isolate FD 771 and STR 771
VB 772 Closed Open to manually drain FD 771
VB 773 Open Close to isolate FD 771
VB 774 Closed Open to manually drain condensate from HX 372
VB 775 Closed Open to manually drain condensate from TK 371
Instrument Valves
VI 371 Open Close to isolate PDI 371
VI 372 Closed Open to calibrate PDI 371 (while isolated)or to sample gas
VI 373 Open Close to isolate PDI 371
VI 374 Closed Open to calibrate PDI 371(while isolated)
VI 375 Open Close to isolate PDI 372
VI 376 Closed 10pen to calibrate PDI 372 (while isolated)
VI 377 Open lClose to isolate PDI 372
VI 378 1 Closed 10pen to calibrate PDI 372 (while isolated)
Section 1 System Overview Page 26
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Section 1 System Overview Page 27
UNDERSTANDING THE SYSTEM
V �
1
Junction Boxes
JB-21/32
i
Oil Filter FLT-272 ,
Oil Separator
FLT-271 Buffer
Tank TK-371
Oil Mist Eliminator
2" Discharge FLT-372
Connection (TP-3708)
-1W
4" Inlet Connection
(TP-3701)
i
4" Inlet Valve Oil Cooler
VA 371 HX 271
Inlet Filter
FLT 371
Effluent Inlet
TP-141
Condensate
Outlet TP-771
Compressor Effluent Outlet
CMP 371 TP-142
Motor M-371
(GAS CONDITIONING SYSTEM CONTROL PANEL NOT SHOWN)
Section 1 System Overview Page 28
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Section 1 System Overview Page 29
SYSTEM SUMMARY
Inlet Conditions Discharge Conditions
Design Flow 350 scfm Design Flow 350 scfm
Design Pressure 3.0 psig Design Pressure 100 psig
Design Temperature 80°F Design Temperature 122°F
Design R.H. 23% Design R.H. 44%
Inlet Process Connection 4" Class 150 pattern Lug Valve
Discharge Process Connection 2" Class 150 pattern Lug Valve
Condensate Process Connections 1/2" Class 150 RF Flange
Effluent Water (Oil Cooler) Process Connections 2" Class 150 RF Flange
Section 1 System Overview Page 30
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Section 1 System Overview Page 31
EXHIBIT B
Insurance
Insurance Schedule B
Class A:
Asbestos Removal Earthwork Piles&Caissons Steel
Asphalt Paving Electrical Plumbing Storm sewers
Concrete Elevators Retaining Walls Structural Steel
Construction Managers Fiber Optics Reinforcement Trails
Cranes Fire Protection Roofing Tunneling
Culverts Fireproofing Sanitary Sewers Water main
Decking General Contractors Sheet Metal
Demolition HVAC Site Utilities
Deconstruction Mechanical Shoring
Paving&Surfacing Special construction
Class B:
Chemical Spraying Landscaping Rough Carpentry
Doors,Window& Masonry Stump Grinding
Glazing Vehicular Snow Removal Tank Coating
Drywall Systems Painting&Wall Covering Tree Removal
Fertilizer Application Pest Control Tree Trimming
Geotech Boring Scaffolding Tuckpointing
Insulation Sidewalks Waterproofing
Finish Carpentry Plastering Well Drilling
Class C:
Carpet Cleaning
Carpet&Resilient Flooring
Caulking& Sealants
Acoustical Ceiling
Filter Cleaning
General Cleaning
Grass Cutting
Janitorial
Non Vehicular Snow&Ice
Removal
Office Furnishings
Power Washing
Tile &Terrazzo Flooring
Window Washing
Section 1 System Overview Page 32
Insurance Schedule B (continued)
INSTRUCTIONS FOR INSURANCE SUBMITTAL:
1. Contractor shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa
for the coverage required in Exhibit I prior to commencing work and at the end of the
project if the term of work is longer than 60 days. Providers presenting annual
certificates shall present a Certificate at the end of each project with the final billing.
Each Certificate shall be prepared on the most current ACORD form approved by the
Iowa Department of Insurance or an equivalent. The issued certificate must clearly
indicate the project number, project name, or project description for which it is being
provided Eg: Project # Project name:
or Project Location at or
construction of
2. All policies of insurance required hereunder shall be with a carrier authorized to do
business in Iowa and all carriers shall have a rating of A or better in the current A.M.
Best's Rating Guide.
3. Each Certificate required shall be furnished to the City of Dubuque
Department.
4. Failure to provide minimum coverage shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required
insurance shall be considered a material breach of this contract.
5. Subcontractor(s) and sub subcontractor(s) performing work or service shall provide a
Certificate of Insurance in accord with its' respective classification. The City of Dubuque
may request a copy of a subcontractor(s) Certificate of Insurance from the general
contractor.
6. All required endorsements to various policies shall be attached to the Certificate of
insurance.
7. Whenever an ISO form is referenced the current edition must be used.
8. Provider shall be required to carry the minimum coverage/limit, or greater if required by
law or other legal agreement, in Exhibit I - Insurance Schedule B. If the provider's limit of
liability is higher than the required minimum limit then the provider's limit shall be this
agreement's required limit.
Section 1 System Overview Page 33
Insurance Schedule B (continued)
Exhibit I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products-Completed Operations Aggregate Limit $2,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit(any one occurrence) $ 50,000
Medical Payments $ 5,000
a) Coverage shall be written on an occurrence,not claims made,form.The general liability coverage shall
be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the
standard ISO commercial general liability form CG 0001,or Business owners form BP 0002,shall be
clearly identified.
b) Include ISO endorsement form CG 25 04"Designated Location(s)General Aggregate Limit'or CG 25 03
"Designated Construction Project(s)General Aggregate Limit"as appropriate.
c) Include endorsement indicating that coverage is primary and non-contributory.
d) Include endorsement to preserve Governmental Immunity.(Sample attached).
e) Include an endorsement that deletes any fellow employee exclusion.
f) Include additional insured endorsement for:
The City of Dubuque,including all its elected and appointed officials,all its employees and
volunteers,all its boards,commissions and/or authorities and their board members,employees
and volunteers.Use ISO form CG 2010. Ongoing operations.
g) All contractors shall include The City of Dubuque(per the above verbiage)as an additional insured for
completed operations under ISO form CG 2037 during the project term and for a period of two years
after the completion of the project.
B) AUTOMOBILE LIABILITY $1,000,000 (Combined Single Limit)
C) WORKERS'COMPENSATION&EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by
Iowa Code Chapter 85.
Coverage A Statutory—State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee-Disease $100,000
Policy Limit-Disease $500,000
Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque.
Coverage B limits shall be greater if required by Umbrella Carrier.
Section 1 System Overview Page 34
D) Umbrella Liability
Umbrella liability coverage must beat least following form with the underlying policies included
herein.
All Class A contractors with contract values in excess of$10,000,000 must have an umbrella of
$10,000,000.
All Class A and Class B contractors with contract values between$500,000 and $10,000,000 must have
an umbrella of$3,000,000.
All Class A and B contractors with contractvalues less than$500,000 must have an umbrella of
$1,000,000.
All Class C contractors are not required to have an umbrella.
E) Pollution Liability Coverage required: yes no
Pollution Liability coverage shall be required if project involves any pollution exposures including
abatement of hazardous or contaminated materials including, but not limited to, the removal of lead,
asbestos,or PCB's. Pollution product and complete operations coverage shall also be covered.
$2,000,000 each occurrence
$4,000,000 policy aggregate
a) Policy to include premises and transportation coverage.
b) Include additional insured as stated in Ae above.
c) Include preservation of governmental immunity as stated in Ad above.
F) Railroad Protective Liabilitv Coverage required: yes no
Any Contract for construction or demolition work on or within Fifty feet
(50') from the edge of the tracks of a railroad and effecting any railroad
bridge or trestle, tracks, roadbeds, tunnel,underpass, or crossing for which
an easement or license or indemnification of the railroad is required, shall
require evidence of the following additional coverages.
Railroad Protective Liability:
$ each occurrence(per limits required by Railroad)
$ policy aggregate (per limits required by Railroad)
OR
An endorsement to the Commercial General Liability policy equal to ISO CG 2417(Contractual
Liability-Railroads). A copy of this endorsement shall be attached to the Certificate of Insurance.
Section 1 System Overview Page 35
Preservation of Governmental Immunities Endorsement
1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that
the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional
Insured does not waive any of the defenses of governmental immunity available to the City
of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be
amended from time to time.
2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall
cover only those claims not subject to the defense of governmental immunity under the Code
of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those
claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and
conditions of this insurance policy.
3. Assertion of Government Immunitv. The City of Dubuque, Iowa shall be responsible for
asserting any defense of governmental immunity, and may do so at any time and shall do so
upon the timely written request of the insurance carrier.
4. Non-Denial of Coverage. The insurance carrier shall not deny coverage under this policy and
the insurance carrier shall not deny any of the rights and benefits accruing to the City of
Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a
court of competent jurisdiction has ruled in favor of the defense(s) of governmental
immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not
otherwise change or alter the coverage available under the policy.
Section 1 System Overview Page 36
Addendum to Exhibit B
Notice of Insurance Coverage for City of Dubuque
BRD acknowledges that City is a member of the Iowa Communities Assurance Pool(ICRP). City shall
maintain its membership in ICAP or at its option purchase general liability insurance with equivalent
coverage. City shall provide BRD with a certificate showing City's ICAP coverage.
Section 1 System Overview Page 37
EXHIBIT C
Consent Decree
Section 1 System Overview Page 38
Rev 01/2015 CONSENT DECREE
RELATING TO THE
CITY OF DUBUQUE, IOWA
WATER & RESOURCE RECOVERY CENTER
AND
SANITARY SEWER COLLECTION SYSTEM
NO CONTRACTOR OR CONSULTANT MAY PERFORM ANY WORK FOR THE CITY
OF DUBUQUE RELATED TO THE WATER & RESOURCE RECOVERY CENTER OR
THE SEWER COLLECTION SYSTEM UNLESS COPY OF THIS DOCUMENT IS
RETURNED TO THE CITY OF DUBUQUE ENGINEERING DEPARTMENT
The City of Dubuque, Iowa has entered into a Consent Decree in the case of The
United States of America, and the State of Iowa v. The City of Dubuque, Iowa, Civil
Action No. Case 2:11-cv-01011-EMJ, Civil Action Number 2008V00041, DOJ Case
Number 90-5-1-1-09339, United States District Court for the Northern District of Iowa.
The provisions of the Consent Decree apply to and are binding upon the City and its
officers, directors, employees, agents, servants, successors, assigns, and all persons,
firms and corporations under contract with the City to perform the obligations of the
Consent Decree.
The City is required to provide a copy of the Consent Decree to any contractor or
consultant retained to perform work required by the Consent Decree.
A copy of the Consent Decree can be found at
http://www.citvofdubugue.org/DocumentCenter/HomeNiew/3173. A paper copy is
available upon request from the City of Dubuque Engineering Department.
The City must condition any contract to perform work required under the Consent
Decree upon performance of the work in conformity with the provisions of the Consent
Decree.
The Consent Decree also provides that until five years after the termination of the
Consent Decree, the City shall retain, and shall instruct its contractors and agents to
preserve, all non-identical copies of all documents, reports, data, records, or other
information (including documents, records, or other information in electronic form) in its
or its contractors' or agents' possession or control, or that come into its or its
contractors' or agents' possession or control, and that relate in any manner to the City's
performance of its obligations under this Consent Decree, including any underlying
research and analytical data. This information-retention requirement shall apply
regardless of any contrary City, corporate or institutional policies or procedures. At any
time during this information-retention period, upon request by the United States or the
State, the City shall provide copies of any documents, reports, analytical data, or other
information required to be maintained under the Consent Decree. At the conclusion of
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Section 1 System Overview Page 39
the information-retention period, the City shall notify the United States and the State at
least ninety (90) Days prior to the destruction of any documents, records, or other
information subject to such requirements and, upon request by the United States or the
State, the City shall deliver any such documents, records, or other information to the
EPA or IDNR.
CERTIFICATION BY CONTRACTOR OR CONSULTANT
The undersigned, on behalf of the Contractor or Consultant, with full authority to act on
behalf of the Contractor or Consultant, certifies to the City of Dubuque as follows:
1. 1 have received a copy of the Consent Decree in the case of The United States of
America, and the State of Iowa v. The City of Dubuque, Iowa, Civil Action No. Case
2:11-cv-01011-EMJ, Civil Action Number 2008V00041, DOJ Case Number 90-5-1-1-
09339, United States District Court for the Northern District of Iowa.
2. All work performed will be in conformity with the provisions of the Consent Decree.
3. All documents, reports, data, records, or other information (including documents,
records, or other information in electronic form) that relate in any manner to the
performance of obligations under the Consent Decree, including any underlying
research and analytical data, will be retained as required by the Consent Decree.
The Contractor or Consultant agrees to defend, indemnify, and hold harmless the City,
its officers, agents, or employees from and against any claims, including penalties,
costs and fees as provided in the Consent Decree, relating to or arising out of the
Contractor's or Consultant's failure to comply with the Consent Decree.
Contractor or Consultant: &iu bvtliywer4 LC c
By.� c� !' BR/� %ree3 LLC
Its: —
Date:
Return signed copy to:
Denise Ihrig P.E.
Environmental Engineer
City Hall - Engineering Department
50 W. 13th Street
Dubuque, IA 52001
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Section 1 System Overview Page 40