[2023-93 Contract Rust Belt Riders License Exhibit A.pdf]
EXHIBIT A
MEMORANDUM OF UNDERSTANDING AND SITE LICENSE
This MEMORANDUM OF UNDERSTANDING AND SITE LICENSE (this “Agreement’”) is
made effective as at [DATE] (the “Effective Date”) by and between Rust Belt Riders
Composting, LLC, an Ohio limited liability company (the “Company’”) and Client Name, a
[insert business/government/organization type], located at [insert address] (the “Site” and,
together with the Company, the “Parties” and each a “Party”).
WHEREAS, the Company runs a Food-Scrap Drop-Off Program (as defined below) and desires
to collaborate with the Site in its Food-Scrap Drop-Off Program, including through the license
described in Section 2;
WHEREAS, the Site desires to collaborate with the Company in its Food-Scrap Drop-Off
Program (as defined below), including through granting the license described in Section 2;
WHEREAS, the Parties desire to set forth in this Agreement the terms of this collaboration to
reflect their mutual understanding for the Site to participate in the Food-Scrap Drop-Off Program
(as defined below) and establish the license described in Section 2;
NOW, THEREFORE in consideration of the premises and the mutual covenants herein
contained, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1. DEFINED TERMS
1.1. Bin Location refers to the part of [insert address] where the
collection bins are placed, which is mutually agreed upon by the Company
and the Site as sustainably serving the needs of the Site and the Food-Scrap
Drop-Off Program (as defined below).
1.2. Food-Scrap Drop-Off Program refers to the Company’s program
whereby it places and maintains collection bins on the property of third-party
site hosts and its Members visit the Bin Location to deposit certain
compostable materials in the bins on an on-going basis.
1.3. Members refers to participants in the Company’s Drop-Off
Program who may bring certain compostable materials to the Bin Location for
disposal.
1.4. Term. The term commences on the Effective Date and continues
until termination by either Party pursuant to Section 5 below.
2. LICENSE
2.1. Grant of License: The Site will grant the Company a license to use,
occupy and access the Bin Location during the Term for the exclusive purposes of
the Food-Scrap Drop-Off Program (the “License’”’).
2.2. License Fee: The Company will pay the Site 0.00.
2.3. Use of the Bin Location Under the License:
2.3.1. Collection Bins: The Bin Location will be host to at least two (2)
locking collection bins, provided and maintained by the
Company and placed in the Bin Location; provided that the
number of bins at a Bin Location will not exceed four (4) without
the verbal consent of the Site.
2.3.2. Access: The Company, its agents, and its Members will be
permitted to continually access the bins on the Bin Location to
drop off certain compostable materials and to maintain and
empty the bins. Member access will be permitted on an
around-the-clock basis.
2.4. Ability to Sublicense. The Company has full right and authority to
sublicense the License.
3. COMPANY’S OBLIGATIONS AND REPRESENTATIONS
3.1. The Company will be responsible for delivery of at least two (2)
locking collection bins to the Site’s property at a date and time of mutual
agreement and for removal of those bins at the end of the Term.
3.2. The Company will be responsible for picking up the contents of the
collection bins not less often than once per week and not more often than six
times per week; provided that if the Company is unable to arrange for pickup
on a particular occasion, it will make all reasonable best efforts to notify Site
and arrange an alternative pickup time.
3.3. The Company will be responsible for maintaining the locks on the
bins in good working order and reserves the right to switch locks when the
conditions arise.
3.4. The Company will make a good faith effort to inform the Members
about what materials are and are not appropriate to deposit in the collection
bins in the Bin Location; provided that the Company bears no responsibility
for the materials that Members elect to deposit.
3.5. The Company may maintain the Bin Location by sprinkling salt,
sawdust, or ash for safety measures as appropriate and will make reasonable
efforts to service the collection bins in the event of foul weather; provided that
the Company will not be able to service to collection bins if the Site has not
arranged for snow removal as necessary at the Bin Location.
4. SITE’S OBLIGATIONS AND REPRESENTATIONS
4.1. The Site [owns/rents/has valid license to use] the land located on which
the Bin Location sits and has full power and ability to license it to third parties.
4.2. The Site will accept delivery of the locking collection bins on its property
which will be placed at the Bin Location and accessed on an around-the-clock
basis as described in Section 2.
4.3, The Site will maintain necessary infrastructure (including, but not limited
to, parking lots and roadways, as applicable) to allow the Members to access the
collection bins on an around-the-clock basis.
44. The Site will maintain the area surrounding accessibility to the Bin
Location for Members and the Company in the same manner in which it
maintains its separate facilities.
4.5. The Site will notify the Company as soon as practicable if there are any
issues regarding the collection bins or the Bin Location that require Company
attention. The Site’s primary point of contact at the Company is Zoe Apisdorf,
zoe(@rustbeltriders.com, 216-800-4651 ext. 708.
5. TERMINATION. Both Parties have the right to terminate this Agreement at any
time after commencement of the Term upon thirty (30) days’ prior written notice to the
other Party. Upon termination of this Agreement, the Company must quit and surrender
to the Site the Bin Location in the same condition existing on the first day of the
Company’s occupancy (subject to reasonable wear and tear), and the Company must
remove its collection bins and any other property located on the Bin Location and remove
the Site from the list of drop-off locations provided to Members.
6. NO LIABILITY. Neither Party shall have any liability or responsibility to the
other Party, its agents, workers, contractors, customers, or Members. Neither Party shall
have any claim against the other Party for any damage or loss incurred by it with respect
to property located at the Bin Location, except as a result of the gross negligence or
willful misconduct of the other Party.
7. HOLD HARMLESS. Each Party (the “Indemnifying Party”) agrees to
indemnify the other Party (the “Indemnified Party”) against, and hold the Indemnified
Party harmless from, any loss, cost, expense, claims or demands (including reasonable
attorneys’ fees) arising (i) by virtue of any accident, damage or injury to persons or
property which may be in or upon, or be placed in or upon, the Bin Location, (ii) by
reason of use of the Bin Location by the Indemnified Party’s employees, members,
invitees, agents and Members, except for damage caused by the gross negligence and
willful misconduct of the Company, or (iii) by reason of the Indemnified Party’s breach
of any of the terms or conditions of this Agreement, excluding, however, any such loss,
cost, expense, claims or demands arising as a result of the Company’s gross negligence or
willful misconduct. The provisions of this Section 7 shall survive the earlier termination
of this Agreement.
8. GENERAL
8.1. Governing Law: This Agreement shall be governed in all respects by the
laws of the State of Ohio, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Ohio or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of
Ohio.
8.2. Cession and Assignment: The Site is not entitled to assign, sub-license,
transfer, pledge, or share the rights acquired in this Agreement without the prior
written consent of the Company, which permission shall not be unreasonably
withheld.
8.3. Notices: All notices and other communications given or made pursuant to
this Agreement shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the Party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the recipient,
and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
notices sent by registered mail or overnight courier shall be sent:
If to the Company:
Rust Belt Riders Composting, LLC
2701 St. Clair Ave. NE
Cleveland, Ohio 44114
If to the Site:
[+]
8.4. Force Majeure: If the performance of this Agreement or any obligations
hereunder is prevented, restricted, or interfered with by reason of earthquake, fire,
flood or other casualty or due to strikes, riot, storms, explosions, acts of God, war,
terrorism, or a similar occurrence or condition beyond the reasonable control of
the Parties (“Force Majeure’), the Party so affected shall, upon giving prompt
notice to the other Party, be excused from such performance for the duration of
such Force Majeure, provided however, that in no event shall such time extend for
a period of more than ninety (90) days. Should the Force Majeure continue for
more than ninety (90) days, either Party may terminate this Agreement upon
notice to the other Party. Relief from liability for non-performance due to Force
Majeure will commence on the date upon which the Party seeking relief gives
notice of the Force Majeure to the other Party and will terminate upon the date
upon which the Force Majeure ceases to exist. For the purposes of this clause
“Force Majeure” does not include lack of authorizations, licenses, permits, or
approvals necessary for the performance of this Agreement.
8.5. Entire Agreement: This Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof and, upon its
effectiveness, shall supersede all prior agreements, understandings and
arrangements, both oral and written, between the Parties with respect to such
subject matter. This Agreement may not be modified in any way unless by a
written instrument signed by all Parties.
8.6. Severability: If any term, covenant, condition, or provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the Agreement shall remain in full force and
effect and shall in no way be affected, impaired, or invalidated.
8.7. Gender and Headings. The gender-neutral pronoun “they/them/their” is
used throughout this Agreement and includes all genders. Words used in this
Agreement in the singular shall be deemed to include the plural and vice versa
unless a different meaning is plainly required by the context. The headings and
subheadings and the division into articles and sections is for convenience of
reference only and are not to be used in construing this instrument or any
provision thereof.
8.8. Counterparts: The Agreement may be executed in counterparts, each of
which is deemed an original and all of which together constitute one document.
Counterpart signature pages may be delivered by telecopier, email or other means
of electronic transmission.
8.9. Not Construed Against Drafter: Both Parties have had full opportunity
to negotiate the terms of this Agreement, and neither Party intends that this
Agreement be construed for or against either Party because of that Party's role in
drafting this Agreement.
8.10. License. This Agreement does not and shall not be deemed to constitute a
lease or a conveyance of the Bin Location by the Site to the Company or to confer
upon the Company any right, title, estate or interest in the Bin Location, except
for such rights granted to the Company pursuant to this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, cach of the undersigned Parties has caused this Agreement to be
duly executed as of the Effective Date.
Rust Belt Riders Compositing, LLC
Signature:
Name:
Position:
{FULL NAME OF SITE]
Signature:
Name:
Position:
---
[2023-93 Contract Rust Belt Riders License.pdf]
CITY OF NORTH OLMSTED
ORDINANCE NO. 2023 - 93
By: Mayor Jones
AN ORDINANCE AUTHORIZING THE MAYOR TO ENTER INTO A
MEMORANDUM
OF
UNDERSTANDING
AND
SITE
LICENSE
AGREEMENT WITH RUST BELT RIDERS COMPOSTING, LLC.
WHEREAS, the Director of Economic and Community Development has recommended
that the City of North Olmsted enter into a Memorandum of Understanding and Site License
Agreement with Rust Belt Riders Composting, LLC., to provide space on City property for
collection pursuant to its Food-Scrap Drop-Off Program; and
WHEREAS, the term of the license is month to month, as desired, with no cost to the
City of North Olmsted; and
WHEREAS, it is the desire of this Council to authorize the Mayor to enter into a
Memorandum of Understanding and Site License Agreement with Rust Belt Riders Composting,
LLC., subject to review of legal form by the Director of Law.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF
NORTH OLMSTED, COUNTY OF CUYAHOGA, AND STATE OF OHIO:
SECTION 1: That the Mayor be and she is hereby authorized to enter into a
Memorandum of Understanding and Site License Agreement with Rust Belt Riders Composting,
LLC. to provide a suitable location on City property for installation of its collection bin for its
Food-Scrap Drop-Off Program. Said Agreement shall be in the form and substance as attached
Exhibit A, with such changes in form and substance that are not substantially adverse to the City
and which are approved by the Director of Law. The character of the agreement as not being
substantially adverse to the City shall be evidenced conclusively by the execution of the
agreement by the Mayor and the approval of the contract by the Director of Law.
SECTION 2: That this Ordinance shall take effect and be in force from and after the
earliest date provided for by law.
PASSED: ________________________
First Reading: _______________
Second Reading: _______________
Third Reading: _______________
Committee: __________________
ATTEST:
_______________________________
__________________________
BEATRICE TAYLOR
LOUIS J. BROSSARD
Clerk of Council
President of Council
2
APPROVED: _____________________
APPROVED AS TO LEGAL FORM:
_______________________________
/s/ Michael R. Gareau, Jr. ______
MAYOR NICOLE DAILEY JONES
MICHAEL R. GAREAU, JR.
Director of Law