MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (MOU), hereinafter referred to as the

WHEREAS, the aforementioned Parties desire to enter into the herein described
agreement in which they shall work together to accomplish the goals and objectives set
forth;
AND WHEREAS, the Parties are desirous to enter an understanding, thus setting out all
necessary working arrangements that both Parties agree shall be necessary to
complete this project;
MISSION
The aforementioned project has been established with the following intended mission in
mind:
PURPOSE AND SCOPE
The Parties intend for this Memorandum of Understanding to provide the cornerstone
and structure for any and all possibly impending binding contract which may be related
to the project.
OBJECTIVES
The Parties shall endeavor to work together to develop and establish policies and
procedures that will increase and promote recycling in Madison County VA that meets
or exceeds all business and industry standards and are in alignment with the Madison
County Transfer Station Operating Policies.
RESPONSIBILITIES AND OBLIGATIONS OF THE PARTIES
It is the desire and the wish of the aforementioned Parties to this MOU Agreement that
this document should not and thus shall not establish nor create any form or manner of
a formal agreement or indenture, but rather an agreement between the Parties to work
together in such a manner that would promote a genuine atmosphere of collaboration
and alliance in the support of an effective and efficient partnership and leadership meant
to maintain, safeguard and sustain sound and optimal managerial, financial and
administrative commitment with regards to all matters related to the project through
means of the following individual services .
SERVICES COOPERATION
Rural Madison, Inc. shall render and provide the following services that include, but are
not limited to:
organize and schedule volunteers to maintain the Share Shed in an orderly
manner
coordinate with Transfer Station personnel to assist in the removal of prohibited
items from the Share Shed
instruct and ensure that all volunteers are aware of the importance of 'customer
service' at the Share Shed
promptly report any instances that impact the health and safety of citizens or
volunteers utilizing the Share Shed
keep a record of all volunteer work hours
TIMELINE
The above outlined scope and objective shall be for twenty four months, at the
conclusion of the twenty four months the Parties shall jointly agree to continue under the
current MOU, make adjustments or cancel it in its entirety.
TERMS OF UNDERSTANDING
The term of this Memorandum of Understanding shall be for a period of from the
aforementioned effective date and may be extended upon written mutual agreement of
both Parties.
AMENDMENT OR CANCELLATION OF THIS MEMORANDUM
This Memorandum of Understanding may be amended or modified at any time in writing
by mutual consent of both parties.
In addition, the Memorandum of Understanding may be cancelled by either party with 7
days advance written notice, with the exception where cause for cancellation may
include, but is not limited to, a material and significant breach of any of the provisions
contained herein, when it may be cancelled upon delivery of written notice to the other
party.
GENERAL PROVISIONS
The Parties acknowledge and understand that they must be able to fulfill their
responsibilities under this Memorandum of Understanding in accordance with the
provisions of the laws and regulations that govern their activities. Nothing in the
Memorandum is intended to negate or otherwise render ineffective any such provisions
or operating procedures. The parties assume full responsibility for their performance
under the terms of this Memorandum.
If at any time either party is unable to perform their duties or responsibilities under this
Memorandum of Understanding consistent with such party's statutory and regulatory
mandates, the affected party shall immediately provide written notice to the other party
to establish a date for resolution of the matter.
LIMITATION OF LIABILITY
No rights or limitation of rights shall arise or be assumed between the Parties as a result
of the terms of this Memorandum of Understanding.
ARBITRATION/MEDIATION DISPUTE RESOLUTION
The Parties to this Memorandum of Understanding agree that should any dispute arise
through any aspect of this relationship, including, but not limited to, any matters,
disputes or claims, the parties shall confer in good faith to promptly resolve any dispute.
In the event that the parties are unable to resolve the issue or dispute between them,
then the matter shall be mediated and/or arbitrated in an attempt to resolve any and all
issues between the parties.
The parties agree that any claim or dispute that arises from or through this agreement,
the relationship or obligations contemplated or outlined within this agreement, if not
resolved through mediation, shall then go to and be resolved through final and binding
arbitration. Any decision reached by the Arbitrator shall be final and binding and, if
required, may be entered as a judgment in any court having jurisdiction.
In the event that any court having jurisdiction should determine that any portion of this
Agreement to be invalid or unenforceable, that portion shall be deemed invalid and not
effective, while the balance of this Agreement shall remain in full effect and enforceable.
This Agreement shall be interpreted and governed by and in accordance with the
Federal Arbitration Act 9 U.S.C. §1-16.
NOTICE
Any notice or communication required or permitted under this Memorandum shall be
sufficiently given if delivered in person or by certified mail, return receipt requested, to
the address set forth in the opening paragraph or to such address as one may have
furnished to the other in writing.
GOVERNING LAW
This Memorandum of Understanding shall be governed by and construed in accordance
with the laws of the State of Virginia.
SEVERABILITY CLAUSE
In the event that any provision of this Memorandum of Understanding shall be deemed
to be severable or invalid, and if any term, condition, phrase or portion of this
Memorandum shall be determined to be unlawful or otherwise unenforceable, the
remainder of the Memorandum shall remain in full force and effect, so long as the
clause severed does not affect the intent of the parties. If a court should find that any
provision of this Memorandum to be invalid or unenforceable, but that by limiting said
provision it would become valid and enforceable, then said provision shall be deemed to
be written, construed and enforced as so limited.
ASSIGNMENT
Neither party to this Memorandum of Understanding may assign or transfer the
responsibilities or agreement made herein without the prior written consent of the
non-assigning party, which approval shall not be unreasonably withheld.
ENTIRE UNDERSTANDING
The herein contained Memorandum of Understanding constitutes the entire
understanding of the Parties pertaining to all matters contemplated hereunder at this
time. The Parties signing this MOU desire or intend that any implementing contract,
license, or other agreement entered into between the Parties subsequent hereto shall
supersede and preempt any conflicting provision of this Memorandum of Understanding
whether written or oral.
MOU SUMMARIZATION
FURTHERMORE, the Parties to this MOU have mutually acknowledged and agreed to
the following:
- The Parties to this MOU shall work together in a cooperative and coordinated effort,
and in such a manner and fashion to bring about the achievement and fulfillment of the
goals and objectives of this project as they pertain to the Share Shed.
- It is not the intent of this MOU to restrict the Parties to this Agreement from their
involvement or participation with any other public or private individuals, agencies or
organizations.
- The Parties to this MOU shall mutually contribute and take part in any and all phases
of the planning and development of this project, to the fullest extent possible.
- It is not the intent or purpose of this MOU to create any rights, benefits and/or trust
responsibilities by or between the parties.
- The MOU shall in no way hold or obligate either Party to supply or transfer funds to
maintain and/or sustain the project.
- Should there be any need or cause for the reimbursement or the contribution of any
funds to or in support of the project, it shall then be controlled in accordance with
Virginia governing laws, regulations and/or procedures.
- In the event that contributed funds should become necessary, any such endeavor shall
be outlined in a separate and mutually agreed upon written agreement by the Parties or
representatives of the Parties in accordance with current governing laws and
regulations, and in no way does this MOU provide such right or authority.
- The Parties to this MOU have the right to individually or jointly terminate their
participation in this Agreement provided that advanced written notice is delivered to the
other party.
- Upon the signing of this MOU by both Parties, this Agreement shall be in full force and
effect.
AUTHORIZATION AND EXECUTION
The signing of this Memorandum of Understanding does not constitute a formal
undertaking, and as such it simply intends that the signatories shall strive to reach, to
the best of their abilities, the goals and objectives stated in this MOU.
This Agreement shall be signed by Rural Madison, Inc. and and shall be effective as of
the date first written above.
_________________________________________________
(First Party Signature)
___________________________
(Date)
Rural Madison, Inc.
_________________________________________________
(Second Party Signature)
___________________________
(Date)