HomeMy WebLinkAboutItem 11b - Participation in the Paint Recycling Program
DATE: December 3, 2024
TO: Honorable Mayor and City Council
FROM: Paul Cranmer, Public Works Services Director
By: Briget Arndell, Environmental Services Manager
SUBJECT: AGREEMENT WITH PAINTCARE INC. FOR PARTICIPATION IN THE
PAINT RECYCLING PROGRAM
CEQA: Not a Project
Recommendation: Approve
SUMMARY
As part of the City’s Environmental Program, the Public Works Services Department
(“PWSD”) collects and properly disposes of hazardous waste that is found throughout the
community. Paint cans and paint are common items that are illegally dumped and
collected by the PWSD. The PWSD stores paint until the items can be properly disposed
of. There is a high cost to dispose of paint due to its hazardous content. After researching
cost effective ways to dispose of the paint products, staff found that, through PaintCare
Inc. (“PaintCare”), the City is able have paint collected free of cost. The paint that is
collected is recycled, processed into fuel, made into other products, or is properly
disposed of if no other beneficial use exists. To participate in this Paint Recycling
Program, the City must enter into an agreement with PaintCare.
It is recommended that the City Council approve, authorize, and direct the City Manager
to enter into an agreement with PaintCare Inc. for participation in the Paint Recycling
Program.
BACKGROUND
As part of the City’s Environmental Program, the PWSD collects and properly disposes
of hazardous waste that is found throughout the City. Paint and paint cans are a common
and expensive hazardous waste material that are often found illegally dumped, requiring
proper disposal. Currently, the City collects and stores paint waste in a hazardous waste
shed until a pick-up is scheduled with Waste Management. The cost for proper paint
disposal can be significant, with charges up to $2,079 for a single latex paint can disposal.
This cost includes fees for testing the material, proper handling, and disposal of the
material. After researching alternatives for properly disposing of hazardous material, staff
Participation in the Paint Recycling Program
December 3, 2024
Page 2 of 3
found that, through PaintCare, the City can have any paint or paint cans properly disposed
of for no cost.
DISCUSSION
PaintCare is a non-profit 501(c)(3) organization that represent paint producers, who plan
and operate paint stewardship programs for leftover paint in the United States, including
jurisdictions that pass paint stewardship laws. PaintCare has been active in California
since 2012, and their Paint Care Program provides a network of nearly 800 drop-off sites
where households and businesses can take leftover paint. Sites include paint retailers,
local government waste collection facilities, material reuse stores, and recycling centers.
PaintCare partners with waste processors to ensure collected paint is reused as-is,
recycled into new paint, or put to some other beneficial use whenever possible. The
Program has managed 35 million gallons of leftover architectural paint to date.
The PaintCare Program offers a new life for paint prior to disposal by hosting recycling
events for the community and painted murals for participating locations. Participation in
the Program includes outreach and education about buying the right amount of paint, tips
for using remaining paint, and setting up convenient recycling locations throughout the
state. Across the nation, PaintCare has collected an estimated 72.4 million gallons of
paint and hosted 376 paint drop-off events.
To participate in the PaintCare Program in California, the City of Arcadia must enter into
an agreement to keep a bin on City property, to collect and store cans for PaintCare pick-
up. PaintCare is part of California’s Paint Stewardship Program and has been entrusted
to ensure leftover paint that is collected from program partners is reused, recycled, and/or
properly disposed. CalRecycle oversees the program and PaintCare operates the
program; the City of Arcadia would be a participating partner of the California Paint
Stewardship Program.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California Environmental
Quality Act (“CEQA”), as it can be seen with certainty that it will have no impact on the
environment.
FISCAL IMPACT
There is no cost associated with participation in the PaintCare program. PaintCare is
funded by a fee paid by paint manufacturers for each can of paint sold in the state of
California. By participating in the Paint Recycling Program, the City will save thousands
of dollars on paint disposal costs each year.
Participation in the Paint Recycling Program
December 3, 2024
Page 3 of 3
RECOMMENDATION
It is recommended that the City Council determine this action is not a project under the
California Environmental Quality Act (“CEQA”); and approve, authorize, and direct the
City Manager to enter into an agreement with PaintCare Inc. for participation in the Paint
Recycling Program.
Attachment: PaintCare Agreement
PC Contract No. 004155
Last updated November 23, 2015
California Architectural Paint Recovery
Program Large Volume Site Paint
Management Agreement
Between
PaintCare Inc.
and
City of Arcadia
CALIFORNIA ARCHITECTURAL PAINT RECOVERY PROGRAM
LARGE VOLUME SITE WASTE PAINT MANAGEMENT AGREEMENT
This Agreement (“Agreement”) is made by and between the City of Arcadia, located at
11800 Goldring Rd, Arcadia, CA 91006 ("Generator") and PaintCare Inc., a Delaware
corporation having its office at 901 New York Ave NW, Suite 300W, Washington DC
20001. (“PaintCare”).
RECITALS
WHEREAS:
A. PaintCare is the representative organization of the California Architectural
Paint Recovery Program (the “Program”), as set forth by Cal. Public
Resources Code §§ 48700-48706 (2010), that is organized to develop and
implement a recovery program to reduce the generation of post-consumer
architectural paint, to promote the direct reuse of post-consumer
architectural paint, and to negotiate and execute agreements to collect,
transport, directly reuse, recycle, and dispose of paint using
environmentally sound management practices;
B. Generator routinely generate large volumes of leftover paint as part of its
normal business operations and desires PaintCare to arrange for that
paint to be picked up, transported, and processed/disposed of pursuant to
the Program; and
C. The parties wish to enter into this Agreement, which describes the terms
and conditions of their contractual relationship.
NOW, THEREFORE, for and in consideration of the terms of this Agreement and the
mutual promises and covenants contained herein, the parties hereto agree as follows:
1.0 DEFINITIONS:
1.1 “Agreement” means this executed document setting forth the obligations of the
parties, including all attachments.
1.2 “CESQG” means a business or organization that qualifies as a “Conditionally
Exempt Small Quantity Generator” under state and federal (40 CFR 261.5)
hazardous waste generator rules that, among other criteria, require that that the
business/organization (1) generates no more than 100 kilograms (about 25
gallons or 220 pounds) of hazardous waste per calendar month, (2) generates
no more than 1 kilogram of acute hazardous waste per calendar month, and (3)
accumulates no more than 1,000 kilograms of hazardous waste or 1 kilogram of
acute hazardous waste at any given time.
1.3 “Collection Bins” are containers provided by or approved for use by PaintCare
or its contractors to hold Program Products.
1.4 “Haulers” mean independent contractors hired by PaintCare to transport
Program Products from the Large Volume Sites.
1.5 “Including” (whether or not capitalized) means “including but not limited to.”
1.6 “Large Volume Sites” are those sites owned and/or operated by Generator, as
specifically identified in Article 2.0 below, as may be amended from time-to-time
through the mutual written agreement of the parties.
1.7 “Law” means all existing and future federal, state, and local statutes, laws,
codes, ordinances, decrees, rules, regulations, requirements, and orders, of any
governmental authority, entity, or agency whether federal, state, municipal, local,
or other government body or subdivision, including those relating to
unemployment compensation, worker’s compensation, disability, taxes, worker
and public health and safety, the environment, and the Program.
1.8 “Non-Program Products” mean products not covered by the Program.
1.9 “Program Guidelines” mean the California Architectural Paint Recovery
Program Large Volume Site Guidelines incorporated herein as Attachment A, as
may be revised or updated by PaintCare from time-to-time by providing advanced
written notice to Generator.
1.10 “Program Products” mean the materials described in Section 3 of the Program
Guidelines.
1.11 “State” means the State of California.
1.12 “Written” or “In Writing” (whether or not capitalized) means in a written
communication in hardcopy or electronic form, including email.
2.0 LARGE VOLUME SITE(S)
The following location(s) are the Large Volume Site(s) covered by this
Agreement:
Site Name Address Phone Site ID
[Provided
Internally]
Arcadia Public
Works Yard
11800 Goldring Rd,
Arcadia, CA 91006
626-254-2720
626-254-2705
LVPCA09885
3.0 TERM AND TERMINATION
3.1 This Agreement will commence on the date of the later signature below and,
unless terminated under this Article, will remain in full force and effect for a period
of two (2) years.
3.2 This Agreement will automatically renew each year for additional one (1) year
terms, unless either party notifies the other in writing at least sixty (60) days in
advance of the renewal term commencement date that the Agreement will not
be renewed.
3.3 Upon any expiration or termination of this Agreement, Generator shall assemble
all Collection Bins supplied by PaintCare whether or not full, and shall make them
available for pick up by a Hauler at one of the Large Volume Sites.
3.4 Either party may terminate this Agreement upon prior written notice if the other
party:
a. has breached any material provision of this Agreement, and has failed to
cure such breach within thirty (30) days of receiving written notification of
such breach; or
b. has violated applicable Law.
3.5 Any notice of termination must specify the date of termination and the reasons
for termination.
3.6 Either Party may terminate this Agreement at any time without cause upon sixty
(60) days’ written notice to the other party.
4.0 PAINTCARE OBLIGATIONS
4.1 PaintCare shall:
a. Provide Generator with the current Program Guidelines and updated
versions when available;
b. Arrange for Haulers to drop off empty Collection Bins at each Large Volume
Site;
c. Arrange for Haulers to pick up full Collection Bins from the Large Volume
Site within five (5) business days of Generator submitting a pickup request
to the Hauler (for Large Volume Sites located in urban areas) or within ten
(10) business days (for Large Volume Sites located in rural areas); and
d. Arrange for appropriate end-of-life processing and disposal pursuant to the
Program of all Program Products collected from the Large Volume Sites.
4.2 If PaintCare or a Hauler causes any damage to Generator’s property, PaintCare
shall, at no expense to Generator, either (i) promptly replace the damaged
property or repair it to the condition existing before the damage, or (ii) require
the Hauler to replace the damaged property or repair it to the condition existing
before the damage.
5.0 PAINTCARE REPRESENTATIONS AND WARRANTIES
5.1 PaintCare covenants, represents and warrants to the Generator that:
a. PaintCare is a non-profit corporation validly existing under the laws of
Delaware;
b. PaintCare has the corporate power, capacity and authority to enter into and
complete this Agreement; and
c. The execution and delivery of this Agreement has been validly authorized
by all necessary corporate action by PaintCare.
d. This Agreement does not contradict with any other agreements of
PaintCare.
6.0 GENERATOR’S OBLIGATIONS
6.1 Generator shall:
a. Comply with the Program Guidelines, as well as any other communications
or instructions from PaintCare relating to Program Products under this
Agreement;
b. Ensure staff is trained so that the on-site accumulation of Program Products
is conducted in accordance with the Program Guidelines;
c. Take all reasonable measures to secure and maintain the integrity of the
Collection Bins, which will remain the property of PaintCare or its
contractors;
d. Assist the Hauler in loading and unloading of full and empty Collection Bins
and the completion of the required shipping documentation;
e. Place in Collection Bins only those leftover Program Products that
Generator generates in the course of its normal business operations (e.g.,
Generator may not accept any Program Products or materials from other
parties for the purpose of facilitating transportation, processing, and/or
disposal of those third-party materials under this Agreement); and
f. Follow the emergency procedures in the Program Guidelines immediately
if any of the following occurs at a Large Volume Site: (i) a spill of Program
Products; or (ii) a health and safety incident related to the Program; and
immediately notify PaintCare of any such spills or incidents.
6.2 Generator shall ensure that oil-based Program Products are managed according
to applicable hazardous waste management requirements and Law. Under the
Program, PaintCare and its Haulers accept oil-based Program Products only
from Large Volume Sites that (i) qualified as CESQGs when the oil-based
Program Product waste was generated, and (ii) qualify as CESQGs on the date
of pickup.
a. If a Large Volume Site does not qualify as a CESQG, Generator
shall not place any oil-based or solvent-based Program Products
generated at that Large Volume Site in the Collection Bins.
b. If a Large Volume Site qualifies as a CESQG, Generator may place
oil-based Program Products generated at that Large Volume Site
in Collection Bins, provided that (i) the Large Volume Site qualified
as a CESQG at the time it generated those particular oil-based
Program Products, and (ii) Generator signs the LVS Certification
Log (included in Appendix A to the Program Guidelines) on the day
of each pick-up of such Program Products and before such
Program Products are accepted by the Hauler.
c. If a Large Volume Site qualifies as a CESQG and places oil-based
Program Products in the Collection Bins, Generator shall to the
greatest extent practicable at the Large Volume Site place oil-
based Program Products in a separate Collection Bin from other
Program Products.
6.3 Generator (and not PaintCare) is responsible for making day-to-day and critical
decisions regarding its performance under this Agreement and its operation of
the Large Volume Sites, including the collection, identification, handling, and
sorting of Program and Non-Program Products at the Large Volume Sites.
6.4 Generator shall take reasonable precaution and care to protect all public and
private property during its performance under this Agreement and its operation
of the Large Volume Sites. If Generator’s personnel or equipment causes any
damage to PaintCare’s or one of its contractor’s property, Generator, at its sole
expense, shall promptly replace the damaged property or repair it to the condition
existing before the damage.
6.5 Generator shall provide PaintCare and its representatives with reasonable
access, as provided in Article 9 (“Audit and Inspection Rights of PaintCare”), to
the Large Volume Sites in order for PaintCare to fulfill its rights under Article 9
(“Audit and Inspection Rights of PaintCare”).
6.6 Generator shall ensure that only Program Products are placed in Collection Bins.
If Generator contaminates a Collection Bin with any Non-Program Products,
PaintCare may, at its sole discretion, invoice the Generator for reimbursement of
any costs that PaintCare incurs in connection with the management of those
Non-Program Products. Generator shall pay such invoices within thirty (30) days
of receipt of said invoice.
6.7 Generator will operate the Large Volume Sites and perform its obligations in a
diligent, safe, health-protective, and environmentally-protective manner and in
accordance with all applicable Law. Generator (and not PaintCare) is
responsible for providing any personal protective equipment or safety training
that may be required by the Occupational Safety and Health Administration
(OSHA) or under applicable Law.
7.0 GENERATOR REPRESENTATIONS AND WARRANTIES
7.1 Generator covenants, represents and warrants that:
a. Generator is an incorporated and/or an otherwise validly existing business,
institution or municipality in good standing and qualified to carry on business
in California and has the corporate or other power, capacity and authority
to carry on its business and to enter into and complete this Agreement;
b. Generator's employees and agents are qualified and trained to fully perform
its obligations under this Agreement;
c. Generator possesses and will maintain throughout the term of the
Agreement all licenses, permits, and any other authorizations necessary to
fulfil its obligations under this Agreement;
d. Generator consents to PaintCare’s referencing in reports Generator’s
participation in the Program; and
e. This Agreement does not in any way conflict with any other agreements of
Generator.
8.0 TITLE AND RISK OF LOSS
8.1 Generator has title to and risk of loss and liability for any and all Program
Products and Non-Program Products at each Large Volume Site.
Notwithstanding the foregoing, once a Hauler accepts for transportation any
Program Products at a Large Volume Site under this Agreement, title to and risk
of loss for those Program Products will transfer to that Hauler. PaintCare at
no time takes title to or assumes liability for Program Products or Non-
Program Products; however, PaintCare shall require in its contracts with its
Haulers that the Haulers accept such title and risk of loss immediately upon
accepting any Program Products for transportation from a Large Volume Site.
8.2 PaintCare is not responsible for any damage to persons or property as a result
of the use, misuse, or failure of any equipment used by Generator, or by any of
Generator’s employees or contractors, including the Collection Bins, even if such
equipment is furnished, rented, or loaned to Generator by PaintCare.
9.0 AUDIT AND INSPECTION RIGHTS
9.1 PaintCare and its representatives may (a) monitor and verify that Generator has
complied with this Agreement and the applicable Law; and (b) consult with
Generator about such compliance; provided, however, that PaintCare has no
authority or ability to control, supervise or manage (i) the employees of
Generator; (ii) the activities undertaken by Generator in the performance of this
Agreement; and (iii) the means by which Generator meets all requirements under
this Agreement, including compliance with applicable Law.
9.2 PaintCare may visit and inspect, with full access, the Large Volume Sites during
the Large Volume Sites’ hours of operation.
9.3 Generator will maintain and make available to PaintCare or its representative,
during regular business hours, accurate books and records relating to this
Agreement. Generator will permit PaintCare or its representative to audit,
examine, and make excerpts and transcripts, for any books or records, and to
make audits of materials, records and other data related to all other matters
covered by this Agreement. Generator shall maintain such data and records in
an accessible location and condition for a period of not less than three (3) years
from the date produced under this Agreement or until after final audit has been
resolved, whichever is later.
9.4 Generator shall maintain records detailing:
a. The quantity of paint given to Haulers, in the form of a bill of lading or any
other documentation that Generator or the Large Volume Site must
complete under applicable Law. The shipping document shall include:
i. The name, address, and telephone number of the originating Large
Volume Site, the Hauler, and the destination of the Program Products.
ii. The quantity of Program Products being transported.
iii. The date on which the Hauler accepts the Program Products from the
Large Volume Site.
iv. The signatures of both the Hauler and a representative of the Large
Volume Site.
b. Records of any inspections required by Law;
c. The Employee Training records in Appendix B of the Program Guidelines.
d. Signed LVS Certification Logs (included in Appendix A to the Program
Guidelines) that Generator must complete as a condition for a Hauler to
accept oil-based Program Products from any Large Volume Site.
10.0 INSURANCE
10.1 Generator at its own expense shall carry throughout the term of this Agreement
appropriate commercial general liability insurance with limits for each of not less
than $1 million for each occurrence, as well as any other insurance, such as, for
example and without limitation, worker’s compensation, and automobile
insurance, to the extent and in the amounts required by applicable Law.
10.2 To the extent Generator’s commercial general liability insurance includes a
blanket provision adding additional insured where required by contract, this
Agreement is deemed to require that PaintCare and its officers, agents, and
employees are named as additional insured on Generator’s commercial general
liability insurance. Generator does not need to comply with this paragraph if its
commercial general liability insurance does not include such a blanket provision.
11.0 INDEMNIFICATION
11.1 Generator and its successors and assigns, agree to defend, indemnify, and hold
harmless PaintCare and its sole member (as identified in PaintCare’s Certificate
of Incorporation), and their member companies, officers, directors, stockholders,
employees, successors, assigns, attorneys, agents, and invitees (collectively,
“Indemnified Parties”) from and against all claims, suits, demands, obligations,
losses, damages (including punitive or exemplary damages), liabilities, expenses
(including legal fees, expenses of litigation, court costs, and reasonable costs of
investigation), and causes of action of every kind whatsoever, whether based in
contract, tort, statute, common law, or strict liability, which are claimed in any way
to result from, arise out of, or be connected with Generator’s performance under
this Agreement or Generator’s operation of the Large Volume Sites. This
indemnification obligation does not apply to the extent any claims, suits,
demands, obligations, losses, damages, liabilities, expenses, or causes of action
are proven to result from the negligence, wilful misconduct, or breach of this
Agreement attributable to PaintCare. The foregoing indemnity includes
reasonable fees of attorneys, consultants and experts, any related costs, and the
costs of investigating any claims made against an Indemnified Party.
11.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF
ADVISED OF SUCH POTENTIAL DAMAGES; HOWEVER, NOTHING IN THIS PARAGRAPH
CONSTITUTES A LIMIT OF THE INDEMNIFICATION OBLIGATIONS IN THIS ARTICLE 11
(“INDEMNIFICATION”).
12.0 ASSIGNMENT
12.1 Generator may not assign, novate, or otherwise transfer (including transfer by
operation by law) this Agreement or the obligations and rights hereunder without
the express written consent of PaintCare, which consent shall not be
unreasonably withheld. Any change of control of Generator constitutes an
assignment that requires prior written consent. A “change of control” includes,
among other items, any merger, consolidation, sale of all or substantially all of
the assets or sale of a substantial block of stock of Generator. Any attempted
assignment, novation, or other transfer made in violation of this Article is void
and has no effect.
13.0 FORCE MAJEURE
13.1 Any delay or failure of either party to perform its obligations hereunder shall be
suspended if, and to the extent, caused by an occurrence of Force Majeure. In
the event that either party intends to rely upon the occurrence of a force majeure
to suspend or to terminate its obligations, such party shall notify the other party
in writing immediately, or as soon as reasonably possible, setting forth the
particulars of the circumstances. Written notices shall likewise be given after the
effect of such occurrence has ceased.
13.2 An occurrence of “Force Majeure” means (i) riots, wars, civil disturbances,
insurrections, acts of terrorism, epidemics, acts of nature (or a threat of any such
items) whose effects prevent safe passage of vehicles upon state or federal
highways for a continuing period of not less than fourteen (14) days, or(ii)federal
or state government orders, any of which is beyond the reasonable anticipation
of the applicable party and which prevents performance of this Agreement, but
only to the extent that due diligence is being exerted by the applicable party to
resume performance at the earliest possible time.
14.0 NOTICES
14.1 Except where otherwise expressly authorized, notice will be by email, facsimile,
first -class certified or registered mail, or by commercial delivery service issuing
a receipt for delivery and addressed as set forth below. Notice is effective upon
delivery, or if delivery is refused, when delivery is attempted.
To: PaintCare Inc.
Attn: PaintCare General Counsel
Fax: (855) 385-2020
Email: Legal@paintcare.org
Address: 901 New York Ave NW, Suite 300W
Washington DC 20001
To: City of Arcadia Public Works Services Department
Attn: Paul Cranmer
Fax: (626) 359-7028
Email: pcranmer@arcadiaca.gov
Address: 11800 Goldring Rd
Arcadia, CA 91066
15.0 DISPUTE RESOLUTION
15.1 Both parties shall, in good faith, attempt to negotiate resolutions to all disputes
arising out of this Agreement.
15.2 Subject to the conditions and limitations of this Article, any controversy or claim
arising out of or relating to this Agreement shall be exclusively settled by
arbitration under the laws of the State, in accordance with the rules of the
American Arbitration Association.
15.3 The parties agree to consolidation of any arbitration between them with any other
arbitration involving, arising from, or relating to this Agreement.
15.4 Each party hereto accepts the jurisdiction of the courts of the State for the
purposes of commencing, conducting and enforcing an arbitration proceeding
pursuant to this Article. Each party will accept service of notice of the other party's
intent to proceed with arbitration, and of any other step in connection therewith
or enforcement thereof, if such notice is in writing and sent by certified letter
addressed to said party in compliance with Article 14, and such notice will have
the same effect as if the party had been personally served within the State.
15.5 Any decision of an arbitrator engaged under this Article is final, binding and
enforceable upon both parties.
15.6 Absent any termination of the Agreement, both parties shall continue performing
their respective responsibilities under this Agreement during any dispute.
15.7 Each party hereto shall bear the costs and expenses incurred by it in connection
with such arbitration processes. The cost of any independent decision maker
shall be shared equally between the parties.
16.0 MISCELLANEOUS
16.1 Confidentiality. Generator shall not disclose any details in connection with this
Agreement to any person or entity without PaintCare’s prior written authorization,
except as may be otherwise provided hereunder or required by law.
16.2 No Waiver. The failure at any time to enforce any provision of this Agreement
or failure to exercise any right herein granted does not constitute a waiver of such
provision or of such right thereafter to enforce any or all of the provisions of this
Agreement.
16.3 Selective Waiver. Either party may waive any default by the other party under
this Agreement by an instrument in writing to that effect, and any such waiver will
not extend to any subsequent or other default by the other party. No failure or
delay on the part of either party to exercise any right hereunder operates as a
waiver thereof. Either party may elect to selectively and successively enforce its
rights hereunder, such rights being cumulative and not alternative.
16.4 Entire Contract / Order of Precedence. This Agreement and all attachments
hereto constitute the entire agreement between the parties with respect to the
matters herein, and integrates, merges, and supersedes all prior negotiations,
representations, or agreements relating thereto, whether written or oral, except
to the extent they are expressly incorporated herein. Except as expressly
provided for in this Agreement, each party disclaims any representations,
express or implied, relating to the content of this Agreement. The provisions of
this Agreement and the accompanying document shall be construed and
interpreted as consistent whenever possible. In the event of any conflict between
the terms of this Agreement and the Program Guidelines, the terms of this
Agreement take precedence.
16.5 Amendment or Modification. Unless otherwise provided herein, no
amendments, changes, alterations, variations, or modifications to this Agreement
will be effective unless in writing and signed by authorized representatives of the
parties hereto.
16.6 Governing Law. This Agreement is executed and intended to be performed in
the State, and the laws of that State shall govern its interpretation and effect.
Any legal proceedings regarding this Agreement initially shall be brought before
a court of jurisdiction prescribed by law in the State.
16.7 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 provisions hereof will remain in full force and effect and will in
no way be affected, impaired, or invalidated thereby.
16.8 Calendar Days. Any reference to the word “day” or “days” herein means
calendar day or calendars days, respectively, including weekends and Federal
Holidays unless otherwise expressly provided. To the extent a deadline falls on
a weekend or Federal Holiday, the next business day is the applicable deadline.
16.9 Independent Contractor Status. This Agreement is not intended and may not
be construed to create the relationship between the parties of agent, servant,
employee, partnership, joint venture, or association.
16.10 No Third-Party Beneficiary. This Agreement is intended solely for the benefit
of the parties hereto, and no third party has any right or interest in any provision
of this Agreement or as a result of any action or inaction by any party in
connection therewith.
16.11 Authorization. Each party represents and warrants that it has full power and
authority to enter into this Agreement and to perform its obligations set forth
herein. The representative(s) signing this Agreement on behalf of each party
represents that he/she has the authority to execute this Agreement on behalf of
the applicable party and to bind it to its contractual obligations hereunder.
16.12 Survivability. The obligations, rights, and remedies of the parties set forth in
the following Articles will survive any expiration or termination of this Agreement:
Article 8 (“Title and Risk of Loss”), Article 9 (“Audit and Inspection Rights”), Article
11 (“Indemnification”), Article 15 (“Dispute Resolution”), and Article 16
(“Miscellaneous”)
TO EVIDENCE THEIR AGREEMENT, the parties have each caused this Agreement to
be executed by its duly authorized representative on the day and year set forth below.
By:
__________________________ _______________________________
Authorized Signatory Authorized Signatory
PaintCare Inc. City of Arcadia
__________________________ ________________________________
Print Name Print Name
__________________________ ________________________________
Print Title Print Title
Date: ____________________ Date: ___________________________
A-1
ATTACHMENT A: CALIFORNIA ARCHITECTURAL PAINT RECOVERY
PROGRAM LARGE VOLUME SITE GUIDELINES
(attached separately)