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MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (MOU), dated as of September 19, 2023, sets forth certain nonbinding understandings and binding agreements between Dyrt Labs, Inc. (Dyrt), a Delaware corporation, and the City of Vernon (City), a California charter City and California municipal corporation, relating to a pilot project (Pilot) regarding composting activity in the City (Relationship). Dyrt and City are sometimes referred to individually as a “Party” and collectively as the “Parties”.
1. Enforceability of MOU. This MOU represents a shared goal of facilitating sustainability and composting activity in the City. Except as specifically set forth in Section 3 “Binding Agreements”, which shall be binding on the Parties in accordance with its terms, this MOU does not constitute a legally binding or enforceable agreement or commitment of either Party, nor does this MOU mandate any budgetary expenditures on behalf of the City. Any future contract for City composting or related services will be subject to applicable City procurement and/or competitive selection procedures set forth in Vernon Municipal Code Chapter 3.32.
2. Nonbinding Understandings. This Section 2 sets forth the nonbinding understandings of the Parties with respect to the Relationship. It is the present intention of the Parties that Dyrt and City will enter into a Relationship on the terms and conditions described in this Section 2.
a. Pilot Project. The Pilot with the City includes development of a Web-based software service (Dyrt Software) designed to meet the City’s specifications relating to the processing, diversion, compliance tracking, finance, and customer engagement of the City’s composting and organic waste stream. In addition, the pilot will provide priority access to Dyrt’s proprietary hardware (Dyrt Composter) for use within City limits. The Parties acknowledge and agree that nothing in this MOU is intended to supplant or supersede processes and requirements in place for the collection of solid waste or waste hauling as set forth in City Municipal Code or state law. Dyrt acknowledges and agrees that it is not a solid waste handler/hauler as defined by Vernon Municipal Code Chapter 8.12 and that nothing in this MOU grants Dyrt a franchise or contract for waste handling services within the City. i. Term. The three (3) month pilot term (Initial Term) of this MOU shall commence on October 1, 2023, and shall continue until December 31, 2023. The Parties may mutually agree at least thirty (30) days before the end of the Initial Term to extend this MOU for an additional three (3) months, for a total six (6) month Pilot Term. Such extension must be in writing.
ii. Dyrt Responsibilities.
1. Dyrt will work with City to develop and customize the Dyrt Software to serve City’s waste stream tracking needs relating to composting and organic waste.
a. The City will be provided access to the Dyrt Software for the above purposes, and to view and manage
applicable Dyrt Composters.
2. One Dyrt Composter or Community Compost Operation will be placed at Vernon Village Park, 4675 E 52nd Dr, Vernon, CA Memorandum of Understanding with Dyrt Labs, Inc.
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90058 to be used for residential food waste collection for the 75 residential households within city limits, and will also be used for public educational events.
3. One or more Dyrt Composters will be placed at 2221 E 55th St, Vernon, CA 90058, and utilized for processing of organic waste from various sources within the city limits or within 5 miles of city limits.
4. Dyrt maintains the right to establish rates for the city and businesses which are comparable to rates offered to other government entities and businesses in and around Los
Angeles County for the same or similar services.
5. Dyrt will maintain commercially reasonable levels of insurance appropriate for its business and operations.
iii. City Responsibilities.
1. The above Dyrt responsibilities will be provided at no cost to the City.
2. City will cooperate and work with Dyrt to support the development of the Dyrt Software as described above.
3. City will provide the locations described above for siting Dyrt Composters, including any required electricity and
infrastructure as the parties agree.
3. Binding Agreements. This Section 3 shall constitute a legally binding and enforceable agreement between the Parties. The Parties agree as follows:
a. Publicity.
i. City acknowledges that Dyrt intends to use and share this MOU with the Los Angeles Cleantech Incubator (LACI) to support an application for a LACI Pilot Program, and may also use and share this MOU and describe its terms in its reasonable discretion for additional grants and pilots, and for its fundraising, promotional and/or marketing purposes. b. Intellectual Property. All right, title, and interest to the Dyrt Software and all modifications, enhancements, and derivatives works thereof, and all associated graphics, user interfaces, logos and trademarks reproduced through the Dyrt Software, shall remain the sole and exclusive property of Dyrt. This MOU does not grant City any intellectual property license or rights in or to the Dyrt Software or any of its components, except to the limited extent that such rights are necessary for City’s use of the Software as specifically authorized by this MOU and in accordance with any Terms of Use associated with the Dyrt Software. City recognizes that the Dyrt Software and its components are protected by copyright and other laws. City hereby unconditionally and irrevocably assigns to Dyrt, its entire right, title and interest in and to any intellectual property rights that City may now or hereafter have in or relating to the Dyrt Software (including any rights in derivative works or patent improvements), whether held or acquired by operation of law, contract, assignment or otherwise, including as a result of input provided by City as a result of the activities contemplated in the Pilot or otherwise.
Memorandum of Understanding with Dyrt Labs, Inc.
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c. Costs and Expenses. Each Party shall be responsible for all of its costs and expenses associated with this MOU.
d. Term and Termination. The rights and obligations of the Parties contained in this MOU shall expire three (3) months from the date hereof, unless extended as provided in Section 2(a)(i). Either Party may terminate this MOU upon thirty (30) days written notice without any obligation or liability to the other party, provided, however, that Sections 3(b) (Intellectual Property) and 3(e) (Governing Law) shall survive such termination.
e. Governing Law. This MOU shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. f. Counterparts. This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement.
Memorandum of Understanding with Dyrt Labs, Inc.
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IN WITNESS WHEREOF, the Parties hereto have executed this MOU as of the date set forth above.
DYRT
DYRT LABS, INC
By _________________
Name: Lee Robinson
Title: CEO
By: ________________
Name:
Title:
Address:
28987 Palos Verdes Dr E
Rancho Palos Verdes, CA 90275
CITY
CITY OF VERNON
By __________________
Name: Carlos R. Fandino, Jr.
Title: City Administrator
ATTEST:
______________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
_______________________
Zaynah N. Moussa,
City Attorney
Address:
4305 Santa Fe Avenue
Vernon, CA 90058