HomeMy WebLinkAbout2022-191-E-Solid Waste-RUBICON GLOBAL-Pilot program for waste management rounting efficiency
1
BINDING MEMORANDUM OF UNDERSTANDING
This Binding Memorandum of Understanding (“MOU”) is made and entered into as of
__20th_ day of ______May_____, 2022 by and between RUBICON GLOBAL, LLC, having
a principal place of business at 950 East Paces Ferry Road, Suite 1900, Atlanta, Georgia
30326 (“Rubicon”) and Orange County having a principal place of business at 1207 Eubanks
Rd, Chapel Hill, NC 27516 (the “County”) (Rubicon and the County are hereinafter referred
to as the “Parties”).
SECTION 1 - BACKGROUND
1.01 Rubicon has developed a technology-enabled suite of systems and methods for
monitoring waste management services provided by waste hauler vehicles in real-time,
enabling users to effectively measure and manage the impact and efficiency of waste removal
services.
1.02. The County’s Department of Solid Waste includes a fleet of approximately 3 waste
and recycling vehicles (“Solid Waste Vehicles”) that service the approximately
____53,000_____ households within the County limits.
1.03 The Parties are interested in conducting a joint 3-month waste data pilot project (the
“Pilot Project”), allowing the County to test Rubicon’s technology-enabled suite of products
to improve the impact and efficiency of its residential waste and recycling systems.
SECTION 2 - PURPOSE OF THE MOU
2.01 The purpose of this MOU is to: (a) provide the basis for the Parties’ relationship under
the Pilot Project; and (b) describe at a high level the key principles and terms which will apply
to the Pilot Project.
SECTION 3 - PILOT PROJECT
3.01 Pilot Project: Rubicon and the County agree to participate in the Pilot Project to help
the County demonstrate the power of Rubicon’s technology to improve municipal residential
waste and recycling systems. Rubicon agrees to donate hardware and software, training, and
support as described below.
3.02 Pilot Project Hardware: For use in each of the County’s approximately 3 Solid Waste
Vehicles, Rubicon will donate the following hardware devices: (1) a smartphone with service
plan, (2) a telematics device, (3) a phone case, (4) a vehicle mount for smartphone, and (5) a
vehicle charger and cable for the smartphone. Rubicon will also donate charging stations for
charging the smartphones while not in use in a Solid Waste Vehicle.
3.03 Pilot Project Software and Services: Rubicon will donate to the County access to its
proprietary app-based software on the donated smartphones to monitor and collect data
regarding activity of the Solid Waste Vehicles. Rubicon will also donate to the County access
to a customized web portal providing access to real-time and historical information as derived
from data collected by the donated smartphones using Rubicon’s proprietary technology and
information (“Portal Information”). Additionally, Rubicon will donate to the County training
and support services for its proprietary and customized software.
DocuSign Envelope ID: 29A48A5B-1C74-44A6-834C-7366A8E85B44
2
3.04 Duration: Rubicon will donate the Pilot Project hardware, software, and services
described in sections 3.01 - 3.03, from the date such technology-enabled suite of systems is
substantially implemented in the Solid Waste Vehicles and notice of completion of such
implementation is provided from Rubicon to the County until the third month anniversary of
such date (the “Termination Date”). Within 2 weeks of the Termination Date, the County
agrees to return all donated hardware and software to Rubicon. The County’s access to
Rubicon’s customized web portal shall be discontinued 6 months after the Termination Date.
Notwithstanding the foregoing, any terms of this MOU, which by their explicit language or
their nature, including, without limitation, the provisions of Section 3.07 and Section 3.09,
shall survive Termination of this MOU. Notwithstanding the foregoing, in the event County
continues to access, use or otherwise utilize any of the Pilot Project Hardware, the Pilot
Project Software and Services after the Termination of this MOU, County’s use thereof shall
at all times be subject to the provisions of this MOU, including, without limitation, Sections
3.05 through 3.09, below.
3.05 Liability: Rubicon assumes liability for breakage, theft, or loss of the donated Pilot
Project Hardware that is not the result of gross negligence by the County, its agents or
employees. Rubicon also agrees to provide reasonable maintenance for the Pilot Project
Hardware for the duration of the Pilot Project, and the County agrees to provide Rubicon
reasonable access to the Solid Waste Vehicles to provide such maintenance. The Parties will
agree on an appropriate mechanism for the Parties to inform one another of any maintenance
issues with the Pilot Project Hardware and for Rubicon to have access to the Pilot Project
Hardware to provide such maintenance.
3.06 Value: It is estimated that the total value of hardware, software and services donated
to the County during the Pilot Project is up to six thousand dollars and zero cents. ($6,000.00).
3.07 Intellectual Property:
(a) Rubicon will retain ownership of all of its intellectual property including all
intellectual property embodied in or used by the Pilot Project Hardware and Software
and any other intellectual property necessary to conduct the Pilot Project. Rubicon
grants the County a non-exclusive license under such intellectual property solely for
the conduct of the Pilot Project for the duration of the Pilot Project. Such non-
exclusive license will terminate upon completion of the Pilot Project.
(b) Any intellectual property, including, but not limited to, any inventions, patents,
copyrights, trade secrets, or know-how, made or acquired as a result of the Pilot
Project whether solely by either of the Parties, or jointly by the Parties (“Project
Intellectual Property”) will be owned by Rubicon. The County hereby assigns all right,
title, and interest in any such Project Intellectual Property to Rubicon.
(c) Rubicon will retain ownership of any and all data in its possession prior to
commencement of the Pilot Project, or that Rubicon otherwise generates or collects
after commencement of the Pilot Project, but that is unrelated to the Pilot Project
(“Rubicon’s Pre-Existing Data”). The County will not be given access or any license
to Rubicon’s Pre-Existing Data.
(d) The County will retain ownership of data in its possession prior to commencement of
the Pilot Project that it provides to Rubicon in conjunction with the Pilot Project,
including, but not limited to addresses, routes, vehicle and operator identification,
and/or waste services data gathered or prepared by the County (“County’s Pre-
DocuSign Envelope ID: 29A48A5B-1C74-44A6-834C-7366A8E85B44
3
Existing Data”). The County hereby grants Rubicon the ability to use the County’s
Pre-Existing Data for internal study and analysis of data, incorporation of the data
with other data of Rubicon, and development of products or technology based on the
data, but only to the extent that the County’s Pre-Existing Data shall be in an
anonymized aggregated format.
(e) Rubicon will own and retain the data generated and collected under the Pilot Project
(“Project Data”), excluding any of the County’s Pre-Existing Data which is not in an
anonymized aggregated format.
3.08 Additional Responsibilities of Orange County:
(a) The County will provide Rubicon reasonable access to the Waste Service Vehicles and
the County’s appropriate facilities to install the Pilot Project Hardware. The Parties
will agree on an appropriate time and location for such installation.
(b) The County will make the operators of the County’s Waste Disposal Vehicles,
managers, supervisors, and dispatchers of the County’s Department of Public Works
fleet of Solid Waste Vehicles, and any other County employees who will participate in
the Pilot Project available for the purpose of training on Pilot Project Hardware and
Pilot Project Software set forth in Sections 3.02 and 3.03. The Parties will agree on an
appropriate time and location for such training.
(c) The County will provide Rubicon with County’s Pre-Existing Data concerning:
(i) the costs associated with providing waste collection and disposal services,
including all data collected by the County representing the County’s costs to
provide curbside collection services in the County’s County limits for each of
the past 12 months, including labor costs for Solid Waste Vehicle operators,
managers, supervisors and helpers/slingers, as well as maintenance and fuel
costs associated with Solid Waste Vehicles; and
(ii) the amount of waste and recyclable materials it collected through curbside
collection services in the County within the past 12 months, including the date
and net weight of each load of waste and recyclable materials collected by a
County Solid Waste Vehicle.
3.09 Confidentiality: All Project Data generated and collected under the Pilot Project, and
Rubicon’s Pre-Existing Data will be considered proprietary and confidential. The County
agrees not to publish or otherwise make publicly available any Portal Information without the
written permission of Rubicon.
SECTION 4 - FUTURE EXPECTATIONS; PILOT EXTENSION TERM
4.01 The Parties understand and agree that this Memorandum of Understanding, including
the Pilot Project described herein, Rubicon’s donation of goods and services during the Pilot
Project, and the Parties’ respective interests in the various forms of Intellect ual Property
contemplated, does not expressly or by implication obligate the County to purchase any goods
or services from Rubicon or guarantee that the County will purchase any goods or services
from Rubicon.
DocuSign Envelope ID: 29A48A5B-1C74-44A6-834C-7366A8E85B44
4
4.02 Pilot Extension Term
(a) By written confirmation from both Parties, which confirmations may be via e-mail or
other electronic format, or consenting to a “click through” agreement and
acknowledgement, the Parties may mutually agree, each in their sole discretion, to
extend the term of the Pilot Project up to an additional six (6) months beyond the
Termination Date (the “Pilot Extension Term”). If the Parties wish to exercise the
option for the Pilot Extension Term, the Parties shall provide the required notice and
mutual agreement during the initial three (3) months of the Pilot Project in which case
the Pilot Extension Term shall continue for three (3) months and during that three
months, the Parties may, upon the same notice and mutual agreement requirements,
exercise the option to extend the Pilot Extension Term an additional three (3) months
(for a full six (6) month Pilot Extension Term).
(b) During the Pilot Extension Term, except as modified in this Section 4.02 or otherwise
in writing by the Parties, all other terms and conditions of this MOU shall remain in
effect.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: 29A48A5B-1C74-44A6-834C-7366A8E85B44
5
The Parties, by authorized representatives, have executed this Binding Memorandum of
Understanding as of the Effective Date.
ORANGE COUNTY, NC RUBICON GLOBAL, LLC
_____________________________ _____________________________
AUTHORIZED REPRESENTATIVE MICHAEL ALLEGRETTI
Chief Strategy Officer
DocuSign Envelope ID: 29A48A5B-1C74-44A6-834C-7366A8E85B44
Director
Revised 06/21
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: RUBICON GLOBAL, LLC Party/Vendor Contact Person: MICHAEL ALLEGRETTI
Contact Phone: 1 (917) 270-5167 Party/Vendor Address: 950 East Paces Ferry Road, Suite 1900 City Atlanta
State: GA Zip: 30326 Department: Solid Waste Amount: 0 Purpose: Pilot program for waste management routing
efficiency Budget Code(s): N/A Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No
Contract Type: (Check one) New Renewal Amendment Effective Date 5-20-22 Approved by
Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY
Budget Yes No
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: 29A48A5B-1C74-44A6-834C-7366A8E85B44
5/17/2022
5/17/2022
5/17/2022
5/18/2022
5/18/2022