HomeMy WebLinkAboutPaint Stewardship AgreementPC Contract No. 003316
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washington Architectural Paint Stewardship program
Moderate Risk Waste Drop-Off Site Operation
Agreement
Between
PaintCare Washington LLC
and
Kittitas County
WASHINGTON ARCHITECTURAL PAINT RECOVERY PROGRAM
901 New York Avenue NW, Suite 300W
Washington DC 20001
Phone: (855) 724-6809
Fax: (855) 385-2020
www.paintcare.org
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Last updated Au gust 17 , 2020
WAS H I NGTON ARC HITECTURAL PAI NT STEWARDSHIP PROGRAM
MODERATE RISK WASTE DROP-OFF SITE OPERATION AGREEMENT
This Agreement (the'Agreement") is made by and between linsert
legal name of company, municipality, etc.l located at 4L6
linsert addressl (the "Service Provided') and PaintCare Washington LLC, a Delaware!mited
liability company having its office at 901 New York Avenue NW, Suite 300W, Washington,
D.C. 20001 ("PaintCare").
RECITALS
Whereas, PaintCare is the program manager of the Washington Architectural Paint
Stewardship Program (the "Program"), as set forth by Washington Revised Code $$
70.37 5.010 - 70.375. 1 30 (201 9);
Whereas, pursuant to the Program, PaintCare submitted a plan to the Washington Department
of Ecology to facilitate the management of "PaintCare Products" (defined below) that are
collected by "Drop-Off Sites" (defined below) under the Program;
Whereas, PaintCare desires to enter into agreements with Moderate Risk Waste facilities for
the purposes of collecting PaintCare Products;
Whereas, the Service Provider has and/or operates a Moderate Risk Waste collection
program, including permanent collection sites and/or temporary collection events, to which
local residents may bring certain types of waste, including PaintCare Products, for appropriate
treatment, recycling, and/or disposal;
Whereas, PaintCare, as part of its responsibility to facilitate the management of the Program,
wishes to obtain the services of the Service Provider for the collection of PaintCare Products
from the Service Provider's Drop-Off Sites, as provided in this Agreement; and
Whereas, the Service Provider may, but is not required to, engage in AdditionalActivities that
are part of the Program, including Direct Reuse, Reprocessing, and Bulking.
Now, therefore, for and in consideratiqn of the terms of this Agreement and the mutual
promises and covenants contained herein, the parties hereto agree as follows.
ARTICLE 1 - DEFINITIONS
1.1 "AdditionalActivities" means those on-site paint management activities that the Service
Provider has the option to perform and for which PaintCare will provide monetary
compensation.
"Bulking/Bulked" means opening individual cans of paint and combining the latex paint
into S5-gallon drums marked "Latex Paint" and the oil-based paint into a separate 55-
gallon drum marked "Oil-Based Paint.'
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1.2
1.3 "CollecVCollected/Collection" means accepting PaintCare Products from the public at
Drop-Off Sites and screening incoming materials in accordance with the Program
Guidelines to determine which materials are acceptable PaintCare Products.
1.4 "Collection Bins" are containers provided by or approved for use by PaintCare or its
contractors to hold PaintCare Products.
1.5 "Drop-Off Sites" mean all permanent collection facilities and Temporary Collection
Events owned, leased, subleased, controlled, and/or operated by the Service Provider
and are added to this Agreement according to its terms.
1.6 "Effective Date" means the date that the parties' obligations begin under this
Agreement. The Effective Date is the date of the later signature below.
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
'lForce Majeure" is defined in Article 13.2.
"Haulers" mean independent contractors hired by PaintCare to transport PaintCare
Products from the Drop-Off Sites.
"lncluding" (whether or not capitalized) means "including but not limited to."
"lndemnified Parties" is defined in Article 9.1.
"lnitial Term" is defined in Article 2.1.
"Law" means all 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.
"Loose Packing/Loose Packed" means placing acceptable PaintCare Products into
Collection Bins, including sorting oil-based and latex PaintCare Products into separate
Collection Bins to the greatest extent practicable, in a manner that is conducive to safe
and efficient transport.
"Non-PaintCare Products" mean products not covered by the Program that are collected
and/or managed by the Service Provider.
"Faint Drop-Off Log" means the form provided by PaintCare to Drop-Off Sites that is
used to verify whether businesses and organizations are eligible to use the Program for
oil-based paint and other hazardous PaintCare Products. The Service Provide may
adopt its own version of the Paint Drop-Off Log, subject to PaintCare's prior written
approval of that substitute version.
"Program Guidelines" mean the "Washington Architectural Paint Stewardship Program
MRW Drop-Off Site Guidelines" in Attachment l, as may be updated by PaintCare from
time-to-time.
"PaintCare Products" mean the materials that are eligible to be collected through the
Program in the State, which may change from time to time. The Program Guidelines
include a list of such eligible Program Products that is current as of the date of this
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1.17
1.18
1.19
1.20
1.21
Agreement. PaintCare will communicate in writing any changes to the types of materials
that are eligible to be collected as Program Products.
"Services" mean all services for which Service Provider is responsible, as described in
this Agreement and in the Attachments hereto.
"State" means the State of Washington.
"Temporary Collection Events" mean an event hosted and/or operated by the Service
Provider to Collect PaintCare Products at locations within the State.
"Written" or "ln Writing" (whether or not capitalized) means in a written communication
in hardcopy or electronic form, including e-mail.
ARTICLE 2 - TERM OF AGREEMENT
2.1 This Agreement will commence upon the later of (i) the Effective Date, and (ii) the date
on which the Program launches in the State. Unless terminated under Article 11
("Termination of Agreement"), the Agreement will remain in full force and effect for a
period of two (2) years (such two-year period, the "lnitialTerm").
2.2 Option Years. lmmediately after the expiration of the lnitial Term, this Agreement will
automatically renew for additional successive 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.
2.3 lf either party provides notice that the Agreement will not be renewed, unless otherwise
instructed by PaintCare, the Service Provider, before the end of the term of the
Agreement, shall assemble all Collection Bins supplied by PaintCare whether or not full,
qnd shall make them available for pick up by a Hauler at one of the Drop-Off Sites. ln
the event of any expiration of this Agreement, Service Provider shall cooperate with
PaintCare in good faith to bring about an orderly cessation of the Services or the orderly
transition of the Services to a successor.
ARTICLE 3 - GENERAL OBLIGATIONS OF THE SERVICE PROVIDER
3.1 ln consideration of PaintCare's payments, if any, to the Service Provider for the
Services, and for activities undertaken at the expense of PaintCare, the Service Provider
shall perform the Services provided for in Attachment A ("Scope of Work") in conformity
with the Program Guidelines (except to the extent the Program Guidelines conflict with
the terms of this Agreement or any applicable Law).
3.2 Either party may amend Attachment C ("Drop-Off Site lnformation") to add or delete
sites subject to the other party's prior written approval for each such addition/deletion.
3.3 Service Provider's Temporary Collection Events will automatically be added under this
Agreement on an ongoing basis with the following conditions and exclusions:
a. Service Provider must provide PaintCare with at least ten (10) days' advance
written notice of when each Temporary Collection Event is to take place. lf
Service Provider fails to provide at least ten (10) days' advance written notice of
a Temporary Collection Event as required hereunder, the Temporary Collection
Event will not be added unless expressly approved by PaintCare in writing.
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3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
b. ln instances where PaintCare receives timely advance notice of a Temporary
Collection Event as required hereunder, PaintCare may decline the addition of a
Temporary Collection Event(s) by providing Service Provider with written notice
to that effect no later than ten (10) days after PaintCare received notice of that
Temporary Collection Event(s) from Service Provider.
The Service Provider shall manage at its own expense all PaintCare Products Collected
at the Drop-Off Sites only in accordance with Attachment A ("Scope of Work") and not
process or dispose PaintCare Products by any other method without the prior written
approval of PaintCare.
The Service Provider (and not PaintCare) is responsible for:
a. making day-to-day and critical decisions regarding the Services, including the
management and supervision of all activities comprising the Services;
b. complying with all applicable Law relating to the Services and the operation of
the Drop-Off Sites; and
c. securing and locking the Drop-Off Sites at alltimes when the facilities are closed
or not attended.
The Service Provider shall make best efforts to comply in all material respects with the
Program Guidelines. The Service Provider must notify PaintCare in writing if the Service
Provider is unable to comply with any aspect of the Program Guidelines.
The Service Provider is responsible for and will manage at its sole expense any and all
Non-PaintCare Products it collects at the Drop-Off Sites. PaintCare in no way accepts
responsibility for such Non-PaintCare Products.
The Service Provider shall not charge Program participants a fee relating to any costs
that are covered by the Program. To avoid any fee practices at Drop-Off Sites that may
reflect badly on the Program, the Service Provider must consult with PaintCare and
obtain its approval before charging Program participants a fee for dropping off PaintCare
Products, such approval not to be unreasonably withheld. Nothing in this Agreement
prohibits the Service Provider from charging fees to participants for dropping off Non-
PaintCare Products.
The Service Provider shall provide the Services at its own risk and take all reasonable
precautions to protect all public and private property during the performance of the
Services. lf the Service Provider's personnel or equipment cause any damage to
PaintCare's or one of its contractor's property, the Service Provider, at its sole expense,
shall promptly replace the damaged property or repair it to the condition existing before
the damage.
The Service Provider shall thoroughly familiarize itself with the nature and scope of the
Services under this Agreement and with matters that may affect the Services, including
the Law governing the Services and this Agreement. Any failure by the Service Provider
to thoroughly familiarize itself with such matters does not relieve the Service Provider of
its obligations under this Agreement.
The Service Provider is responsible for promptly containing and cleaning up any spills
that may occur at the Drop-Off Sites, including (i) maintaining spill kits or other
appropriate spill containment and clean-up materials at all Drop-Off Sites, (ii) instituting
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3.12
3.13
3.14
3.15
3.16
spill prevention and response procedures at the Drop-Off Sites, and (iii) training Drop-
Off Site personnel on all such spill prevention and response procedures.
Work under this Agreement shall be performed only by competent personnel under the
management, supervision, and direction of, or in the employment of, the Service
Provider. All personnel working for or at the direction of Service Provider must be
managed, supervised, and directed by the Service Provider
The Service Provider shall commit adequate resources to participate in the Program and
meet its obligations under this Agreement.
The reporting and notification requirements identified in AttachmentA ("Scope of Work")
and elsewhere in this Agreement are an integral part of the Services. The Service
Provider shall comply with all reasonable requests from PaintCare for preparation,
access, review, and/or adjustment of these deliverables throughout the term of this
Agreement.
The Service Provider shall inspect the Collection Bins upon arrival and determine
whether they are in proper condition for use. PaintCare is responsible for replacing any
defective Collection Bins and repairing normalwear-and-tear to the Collection Bins. The
Service Provider shall immediately notify PaintCare if at any point during the term of the
Agreement a Collection Bin(s) is not in proper condition for use and shall not use any
such defective Collection Bins until they are repaired or replaced by PaintCare. The
Service Provider is responsible for its use (or misuse) of any equipment it uses to
perform the Services, including any Collection Bins.
The Service Provider shall not knowingly accept into the Program any oil-based paint or
other hazardous materials from any business or organization unless that business or
organization first signs the Paint Drop-Off Log to verify the business's or organization's
eligibility to use the Program for such materials.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
The Service Provider represents, covenants, and warrants that:
a. lt is an entity in good standing and qualified to carry on business in the State and
has all necessary approval, capacity, and authority to enter into this Agreement
and fully perform its obligations under this Agreement;
b. This Agreement does not in any way conflict with any other agreements of the
Service Provider;
c. lt possesses the business, professional, and technical expertise, training,
personnel, and equipment required to perform the Services;
d. lt will perform the Services in a diligent, safe, and workmanlike manner that
conforms with generally accepted industry and professional practices, and the
care and skill ordinarily exercised, for such Services; and
e. lt and/or its facilities, employees, or agents, have been issued, as of the date of
this Agreement and throughout the term of the Agreement, all permits, licenses,
certificates, or approvals required by applicable Law to perform the Services.
4.1
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4.2
5.1
5.2
5.3
5.4
PaintCare represents, covenants, and warrants that:
a. it is a non-profit entity formed under the laws of the state of Delaware, in good
standing, and is qualified to carry on business in the State and has all necessary
approval, capacity, and authority to enter into this Agreement and fully perform
its obligations under this Agreement;
b. the execution and delivery of this Agreement has been validly authorized by all
necessary corporate action by PaintCare; and
c. this Agreement does not in any way conflict with any other agreements of
PaintCare.
ARTICLE 5 - GENERAL OBLIGATIONS OF PAINTCARE
PaintCare shall arrange for a Hauler to be available to pick up Collected PaintCare
Products from any permanent Drop-Off Site within ten (10) business days of the Drop-
Off Site placing a pick-up request to the Hauler. PaintCare shall, at its expense, arrange
for the Hauler to transport such PaintCare Products after pick-up to intermediary
locations, processors, or other final destination that are part of the Program.
Provided that the Service Provider provides PaintCare with sufficient notice as required
under this Agreement, PaintCare (or its Hauler) will coordinate with the Service Provider
to arrange for the timely pick-up of PaintCare Products Collected at a Temporary
Collection Event at a date and time designated by the Service Provider.
PaintCare shall pay the Service Provider for any AdditionalActivities as set forth in this
Agreement and in accordance with the pricing in Attachment B ("Pricing").
For each Drop-Off Site, PaintCare shall provide Collection Bins to the Service Provider
or approve the Service Provider's containers as Collection Bins. All Collection Bins
supplied by PaintCare will remain the property of PaintCare.
PaintCare shall require the Haulers and their subcontractors to treat, store, and
dispose of in accordance with all applicable Law all PaintCare Products picked up by
Hauler from a Drop-Off Site. PaintCare shall require that any disposal or recycling
facilities utilized as part of the Program are maintained in accordance with all
applicable Law.
PaintCare will contract with its Haulers to arrange and proviile for the ultimate
disposition of the PaintCare Products as set forth in PaintCare's program plan.
Nothing herein creates an exclusive arrangement between PaintCare and the Service
Provider. The Service Provider may not restrict PaintCare from contracting with other
entities under the Program, including other service providers with waste collection
facilities in the Service Provider's geographical region.
lf PaintCare or a Hauler causes any damage to the Service Provider's or one of its
subcontractor's property, PaintCare shall, at no expense to the Service Provider, 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.
5.5
5.6
5.7
5.8
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ARTICLE 6 - TITLE AND RISK OF LOSS; DISCLAIMERS
6.1 As between the Service Provider and PaintCare, the Service Provider has title to and
risk of loss and liability for any and all PaintCare Products and Non-PaintCare Products
that the Service Provider receives at the Drop-Off Sites, including any risk of loss and
liability under the federal Comprehensive Environmental Response, Compensation and
Liability Act,42 U.S.C. S 9601 ef seq. and under state or local Law. Notwithstanding the
foregoing, once a Hauler accepts for transportation any PaintCare Products Collected
by the Service Provider under this Agreement, title to and risk of loss for those PaintCare
Products will transfer to that Hauler. PaintCare at no time takes title to or assumes
liability for any materials that Service Provider accepts at the Drop-Off Sites; however,
for the PaintCare Products that Service Provider Collects under the Program, PaintCare
shall require in its contracts with its Haulers that the Haulers accept such title and risk
of loss immediately upon accepting those PaintCare Products for transportation from a
Drop-Off Site.
6.2 PaintCare has no authority to manage, direct, or supervise employees, representatives,
or agents of the Service Provider, including how they perform the work and achieve
compliance with applicable Law. PaintCare does not have responsibility for making day-
to-day and critical decisions regarding the Services, including the management or
supervision of any activities comprising the Services. PaintCare is not responsible for
any damage to persons or property resulting from the performance of the Services.
6.3 Nrtrnen pARw wrLL BE LTABLE To rHE orHER FoR ANy coNSEeuENTIAL, puNtlvE, oR spEctAL
DAMAGES, wHETHER BASED oN BREACH oF coNTRAcr, ToRT (ttrtct-uottrtc NEGLTcENCE), 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
Anrtclr 9 ("lruoeuuFtcATtoN").
ARTICLE 7 -PAYMENT AND INVOICING
7.1 As consideration under this Agreement, PaintCare will (i) have Collection Bins provided
to the Drop-Off Sites, (ii) facilitate the transportation and processing of PaintCare
Products by Haulers as set forth in this Agreement, (iii) pay the Service Provider for any
Additional Activities as set forth in this Agreement, and (iv) perform other services
incident to the management of the Program.
7.2 PaintCare's payment for any Additional Activities provided by the Service Provider, if
any, will be made in U.S. currency and in the manner set forth in Attachment B
("Pricing").
7.3 lf the Service Provider is performing any Additional Activities under this Agreement, the
Service Provider shall provide an "Activity Report for Reimbursement" form (Attachment
E) to PaintCare on a monthly basis, either by hard copy or electronically, within thirty
(30) days after the end of the month in which the invoiced Additional Activity services
were performed. The report may be sentwith orwithout a separate invoice. The Service
Provider's timely submission to PaintCare of the Activity Report for Reimbursement form
in Attachment E is sufficient to meet the invoicing requirements hereunder. PaintCare
reserves the right to refuse payment of any invoice or portion thereof that is not timely
submitted or does not meet the requirements set forth in this Agreement.
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7.4
7.5
7.6
All amounts paid by PaintCare to the Service Provider are subject to audit by PaintCare.
The Service Provider shall submit all Activity Report for Reimbursement forms and
invoices, if applicable, together to PaintCare by the method directed by PaintCare and/or
at the address specified below.
To: PaintCare Washington LLC
Attn: Accounting
E-mail: paintcare@bill.com
Address: 901 New York Avenue NW, Suite 300W
Washington, DC 20001
Provided that the Service Provider has supplied the required information and othenruise
performed its obligations under this Agreem6nt, PaintCare shall pay such invoice within
forty-five (45) days of the date that PaintCare receives the invoice. ln the event
PaintCare has a good-faith objection to an invoice, PaintCare shall pay the undisputed
amount pursuant to the terms of this Agreement and notify in writing the Service Provider
of said objections and describe in reasonable detail the basis for the objections. The
Dispute Resolution provisions in Article 16 ("Dispute Resolution")will be used to resolve
such disputed portion of an invoice. During any such dispute, the Service Provider shall
continue with its responsibilities under this Agreement and shall not stop providing the
Services and PaintCare shall make all payments due to the Service Provider over which
there is no good-faith dispute.
PaintCare's payment of all or a part of an invoice neither relieves the Service Provider
of any of its obligations under this Agreement nor constitutes a waiver of any claims by
PaintCare. Likewise, the Service Provider's acceptance of all or part of a payment
neither relieves PaintCare of any of its obligations under this Agreement nor constitutes
a waiver of any claims by the Service Provider.
The Service Providerwarrants that, to the best of its knowledge, alldocuments including
invoices, billings, back-up information for invoices, and reports submitted by the Service
Provider to PaintCare to support amounts invoiced in connection with the Services truly
reflect the facts about the activities and transactions to which they pertain. The Service
Providerwarrants that PaintCare may rely upon allsuch documents and the data therein
as being complete and accurate. The Service Provider shall promptly notify PaintCare
upon discovering any errbrs or discrepancies in any documents that the Service
Provider provided to PaintCare under this Agreement.
ARTICLE 8 - AUDIT AND INSPECTION RIGHTS
PaintCare and its representatives may (a) monitor and verify that the Service Provider
has complied with this Agreement and the applicable Law; and (b) consult with the
Service Provider about such compliance; provided, however, that PaintCare shall not,
and affirmatively disclaims any ability to, control, supervise, or manage (i) the employees
of the Service Provider, (ii) the activities undertaken by the Service Provider in the
performance of this Agreement, and (iii) the means by which the Service Provider meets
all requirements, including applicable Law.
7.7
7.8
8.1
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8.2 PaintCare may, audit and inspect, with full access, the Service Provider's Drop-Off Sites
during the Drop-Off Sites' hours of operation, as well as any other site at which the
Service Provider performs the Services. PaintCare willprovide the Service Providerwith
at least seventy-two (72) hours' notice before any such audit or inspection.
8.3 The Service Provider will maintain and make available to PaintCare, during regular
business hours, accurate books and accounting records relating to its Services under
this Agreement. The Service Providerwill permit PaintCare to audit, examine, and make
excerpts and transcripts, for any books or records, and to make audits of invoices,
materials, and other data related to all olher matters covered by this Agreement. The
Service Provider shall maintain such data and records (and ensure that any
subcontractors of the Service Provider maintain any such data and records) in an
accessible location and condition for a period of not less than three (3) years from the
date of the final report or final payment under this Agreement, as applicable, or until after
final audit has been resolved, whichever is later.
8.4 ln addition to those reports detailed in Attachment A ("Scope of Work"), the Service
Provider shall maintain the following records:
a. for each pick-up of PaintCare Products by a Hauler from a Drop-Off Site, a bill of
lading, manifest, or equivalent shipping documentation specifying the following:
i. the name, address, and telephone number of both the originating Drop-
Off Site and the Hauler;
ii. the destination of the PaintCare Products;
iii. the quantity of PaintCare Products being transported;
iv. the date on which the Hauler accepted the PaintCare Products from the
originating location; and,
v. the signatures of both the Hauler and a representative of the originating
Drop-Off Site;
b. records of any inspections required by Law;
c. Paint Drop-Off Logs; and
d. Employee Training records, as described in and required by the Program
Guidelines.
ARTICLE 9 - INDEMNIFICATION
9.1 The Service Provider's lndemnification of PaintCare. To the extent permitted by
Law, the Service Provider, its successors and assigns, agrees to indemniff, defend, and
hold harmless PaintCare, its affiliate and related companies, and their member
companies, officers, directors, employees, agents, successors, and assigns
(collectively, "lndemnified Parties") from and against all claims, suits, demands,
obligations, losses, damages (including punitive or exemplary damages), liabilities,
expenses (including attorney fees, litigation expenses, 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
res.ult from, arise out of, or be connected with the performance of the Services (whether
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9.2
by the Service Provider or any subcontractor of the Service Provider), the Service
Provider's operation of a Drop-Off Site, or the Service Provider's performance of its
obligations under the Agreement. This indemnification obligation does not apply to any
claims, suits, demands, obligations, losses, damages, liabilities, expenses, or causes of
action are proven to result primarily from the negligence, willful misconduct, or breach
of this Agreement attributable to an lndemnified Party.
lndemnification of Service Provider. PaintCare shall require in its contracts with its
Haulers that the Haulers agree to indemnify the Service Provider, its agents, elected
officials, and employees, from and against all claims, losses, damages, liabilities,
expenses, and causes of action of every kind whatsoever, whether based in contract,
tort, statute, common law, or strict liability, which result from or arise out of the Hauler's
(or its subcontractors') transportation or processing/disposal of any PaintCare Products
that the Hauler picks up from any of the Service Provider's Drop-Off Sites. This
indemnification obligation does not apply to the extent any claims, suits, demands,
obligations, losses, damages, liabilities, expenses, or causes of action result from the
negligence, willful misconduct, or breach of this Agreement attributable to the Service
Provider, its agents, elected officials, or employees.
ARTICLE 1O . INSURANCE
10.1 The Service Provider shall comply with the requirements set forth in Attachment D
("lnsurance Requirements for PaintCare MRW Drop-Off Sites").
10.2 PaintCare shall require that its Haulers carry appropriate insurance, including the
following (collectively, the "Hauler Insurance"):
a. Commercial General Liability insurance written on an occurrence basis covering
personal injury, property damage, and bodily injury and death with limits not less
than $1,000,000 each occurrence, and $2,000,000 in the aggregate;
b. Commercial Automobile Liability insurance (owned, non-owned or hired) with
limits not less than $1,000,000 combined single limit; and
c. Workers'Compensation lnsurance as required by the State or other applicable
Law.
10.3 For any Hauler that PaintCare designates to pick up hazardous PaintCare Products from
the Drop-Off Sites, the Hauler lnsurance will include environmental pollution liability
insurance covering liability arising from the handling or release of pollutants by the
Hauler, including during transport. Such environmental pollution liability insurance will
have limits not less than $2,000,000 each occurrence, and $5,000,000 in the aggregate.
10.4 PaintCare shall require in its contracts with its Haulers that the Hauler include the Service
Provider and its agents, elected officials, and employees as additional insured (which
may be by blanket endorsement) under the Hauler lnsurance policies (other than
Worker's Compensation).
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ARTICLE 11 - TERMINATION OF AGREEMENT
11.1 Either party may terminate this Agreement or any Services under this Agreement under
the following conditions:
a. lmmediately upon prior written notice if the other party 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. upon ten (10) days' prior written notice if the other party has violated applicable
Law.
. Any notice of termination must specify the date of termination and the reasons for
termination.
11.2 Either party may terminate this Agreement (in whole or in connection with one or more
particular Drop-Off Sites) at any time without cause upon sixty (60) days'written notice
to the other party.
11.3 lf this Agreement is terminated under this Article, PaintCare shall pay the Service
Provider for any unpaid fees validly owed under the Agreement for any Additional
Activities performed before the date of the termination. Other than its obligation to pay
the Service Prpvider for any unpaid fees as provided in this paragraph, PaintCare will
have no liability arising from any termination or expiration of this Agreement.
11.4 At the time of any termination of this Agreement, unless othennrise instructed by
PaintCare, the Service Provider 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 Service Provider's Drop-Off Sites.
ARTICLE 12 - ASSIGNMENT AND SUBCONTRACTING
12.1 Neither party may assign, novate, or othenryise transfer (including transfer by operation
by law) this Agreement or the obligations and rights hereunder without the express
written consent of the other party, which consent shall not be unreasonably withheld.
Any attempted assignment, novation, or other transfer made in violation of this Article is
void and has no effect. Notwithstanding the foregoing, PaintCare will provide notice but
does not require prior consent to assign the Agreement to an entity that is at least fifty
percent (50%) owned or controlled by PaintCare or to an entity that owns or controls at
least fifty percent (50%) of PaintCare.
12.2 Either party may subcontract any part of its obligations under this Agreement. Nothing
contained in this Agreement or otherwise, creates any contractual relationship between
a party and any subcontractor of the other party. A subcontract does not relieve a party
of its responsibilities and obligations hereunder. lt is the subcontracting party's
responsibility to ensure that any subcontractor is aware and complies with the terms of
this Agreement relating to the services being performed by that subcontractor. The
subcontracting party agrees to be as fully responsible to the other party for the acts and
omissions of its subcontractors as it is for its own acts and omissions.
12.3 The Service Provider's obligation to pay its subcontractors is an obligation independent
from PaintCare's obligation to make payments to the Service Provider. Neither party has
L2
an obligation to pay or to enforce the payment of any moneys to any subcontractor of
the other party.
ARTIGLE 13 - FORCE MAJEURE
13.1 Any delay or failure of either party to perform its obligations hereunder will be suspended
if, and to the extent, caused by the occurrence of a Force Majeure. ln 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 (but no later than ten (10) calendar days), 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 a "Force Majeure" means any of the following that prevent
performance of this Agreement and are not within the reasonable anticipation and
control of the affectdd party, but only to the extent that due diligence is being exerted by
the applicable party to resume performance at the eadiest possible time: riots; wars; civil
disturbances; insurrections; acts of terrorism; strikes and labor disputes; embargoes;
state or federal orders; epidemics or pandemics; and acts of nature (or any threat of
such occurrences) whose effects prevent safe passage of vehicles upon state or federal
highways for a continuing period of not less than fourteen (14) days; or any other similar
events or circumstances.
ARTICLE 14 - NOTICES
14.1 Except where othenruise expressly authorized, notice will be by email, first class certified
or registered mail, or by commercial delivery service issuing a receipt for delivery.
Notices will be addressed as set forth below. Either party may change the address
information below by providing written notice to the other party. Notice is effective upon
delivery. lf delivery is refused, notice must be attempted by an alternate method
hereunder. lf delivery is refused for more than one method of notice specified herein,
notice is deemed to be effective as of the date the second notice was attempted.
To: PaintCare Washington LLC
Attn: General Counsel
Email: Leqal@paintcare.orq
Address: 901 New York Avenue NW, Suite 300W
Washington, DC 20001
lsERVrcE PROVTDERIio, l4ttrbct ro riuuir+ti Soli rL yQtt514-'Attn: ('ort\ httPP -
Email: Corlv, (,nvp pt' o,VitlitkS,Lo{L,LLS
Address: 4Zd. tnrLusiniul WuA{
Eltuqebv-t\" Iu-Q, at"It1"t tz
L3
15.1
15.2
15.3
15.4
ARTICLE 15 - INDEPENDENT CONTRACTOR STATUS
The parties intend that the Service Provider, in performing the Services specified herein,
is acting as an independent contractor and that the Service Provider will control the work
and the manner in which it is performed. 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.
Each party, or its subcontractors, as appropriate, is solely liable and responsible for
providing all compensation and benefits due to, or on behalf of, all persons performing
work on its behalf in connection with this Agreement. Neither party has any liability or'
responsibility for the payment of any salaries, wages, unemployment benefits, disability
benefits, federal, State, or local taxes, or other compensation, benefits, or taxes for any
personnel provided by or on behalf of the other party.
Each party understands and agrees that all persons performing work pursuant to this
Agreement on its behalf are, for purposes of Workers' Compensation liability, solely
employees of that party and not employees of the other party. Each party is solely liable
and responsible for furnishing any and all Workers' Compensation benefits to its
employees as a result of any injuries arising from or connected with any work performed
by or on behalf of that party pursuant to this Agreement.
The Haulers are independent third-party contractors and are not employees, partners,
subcontractors, or agents of either party. Neither party is liable for the acts or omissions
of the Haulers under this Agreement.
ARTICLE 16 - DISPUTE RESOLUTION
16.1 Both parties shall, in good faith, attempt to negotiate resolutions to all disputes arising
out of this Agreement.
16.2 Subject to the conditions and limitations of this Article, any controversy or claim arising
out of or relating to this Agreement will be exclusively settled by arbitration under the
laws of the State, in accordance with the rules of the American Arbitration Association.
16.3 The parties agree to consolidation of any arbitration between them with any other
arbitration involving, arising from, or relating to this Agreement.
16.4 Each party hereto accepts the jurisdiction of the courts of the State for the purposes of
commencing, conducting and enforcing an arbitration proceeding or arbitration decision
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
according to Article 14.1, and such notice will have the same effect as if the party had
been personally served within the State.
16.5 Any decision of an arbitrator engaged under this Article is final, binding and enforceable
upon both parties.
16.6 The parties shall continue to perform their respective obligations during the dispute
resolution process in a diligent and timely manner in accordance with all applicable
provisions of this Agreement.
't4
16.7 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.
ARTICLE 17 - COMPLIANCE WITH LAW
17.1 Each party shall comply with all Law applicable to the performance of its obligations
under this Agreement.
17.2 The Service Provider shall promptly notify PaintCare in writing upon discovery of any
material failure, or any allegation of any material failure, of the Service Provider or its
subcontractors to comply with any applicable Law relevant to the performance of
Services or any requirement of this Agreement.
17.3 Duties and obligations imposed by the Agreement, and rights and remedies available
thereunder, are in addition to (and not a limitation of) duties, obligations, rights, and
remedies othenryise imposed on or afforded to the parties under applicable Law.
ARTICLE 18 - SAFETY, HEALTH, AND ENVIRONMENTAL PROTECTION; RELEASES
OF HAZARDOUS SUBSTANCES; EMERGENCY RESPONSE
18.1 The Service Provider is responsible for safety, health, and environmental protection
related to the performance of the Services and shalltake appropriate measures required
by applicable Law and legal standards to ensure that it (and any of its subcontractors):
a. provide and maintain safe, health-protective, and environmental-protective
working areas at or in proximity to where the Services are performed;
b. protect and safeguard (i) all persons at or in proximity to the Services, including
those in adjacent areas, from risk or injury and danger to health, and (ii) all
property and equipment from damage or loss;
c. comply with all applicable Law governing the generation, handling, management,
treatment, storage, or disposal of hazardous wastes, including the
Comprehensive Environmental Response, Compensation, and Liability Act
(CERCLA), 42 U.S.C. S 6901 ef seg., the Hazardous Materials Transportation
Act, 49 U.S.C. S 1801 ef seg., and all requirements for household waste collection
facilities pursuant to all applicable permits and state law; and
d. comply with all other applicable health, safety and environmental Law, including
the requirements of the U.S. Occupational Safety and Health Administration
("OSHA"), U.S. Environmental Protection Agency ('EPA"), and delegated state
programs authorized by OSHA and EPA.
18.2 The Service Provider shall notify PaintCare within twenty-four Q$ hours of any
circumstance or occurrence during the performance of the Services that requires
reporting to any governmental authority under any applicable permit or Law, including
reporting to the National Response Center because of the release of a reportable
quantity of hazardous substances pursuanl to 42 U.S.C. S 9603 or under applicable
state or local law. The Service Provider shall ensure that any such reports are made
within the applicable time limits and shall not delay making such reports because of any
inability to notifu PaintCare.
1s
18.3 ln the event of any action or occurrence during the performance of the Services which
causes or threatens a release of a hazardous substance, hazardous waste, or
hazardous material into the environment which presents or may present an imminent
and substantial endangerment to public health or welfare or the environment and/or
requires cleanup or a response action under applicable Law, the Service Provider shall
(i) immediately take all appropriate action to prevent, abate, minimize, and cleanup such
release and endangerment in conformance with applicable Law and cleanup standards,
and (ii) notify PaintCare of the incident within twenty-four (24) hours. As between the
parties, the Service Provider is solely responsible for the costs of such action and any
liability and damages of any type arising from any action or occurrence identified in this
Article. The Service Provider shall not delay the undertaking of appropriate action
because of any inability to notify PaintCare.
ARTICLE 1 9 - CONFIDENTIALITY/PUBLICITY
19.1 The Service Provider will not disclose the terms of this Agreement to any third party
without PaintCare's prior written authorization, except as may be othenruise provided
hereunder or required by law. Nothing in this Agreement prohibits the Service Provider
from publishing its role and participation in the PaintCare program. Notwithstanding the
foregoing the Service Provider shall not, and shall not authorize another to, publish or
disseminate any commercial advertisements, press releases, feature articles, or other
materials using the PaintCare service mark without the prior written consent of
PaintCare, which consent will not be unreasonably withheld. The Drop-Off Sites and any
events may be listed, referenced, or advertised as Collection sites by PaintCare for the
Program during the term of this Agreement in accordance with the Program Guidelines.
19.2 To the extent that the Service Provider is subject to disclosure requirements under the
Washington Public Records Act (Revised Code of Washington Title 42, Chapler 56)
and/or other applicable federal, state, and local public record laws (collectively, "the
Disclosure Laws"), the following additionalterms apply:
a. ln the event the Service Provider receives a request under the Disclosure l-aws
for disclosure of this Agreement or any portion thereof, the Service Provider may
comply with the request as required under the Disclosure Laws. The Service
Provider must notify PaintCare in writing within five (5) business days of making
any such disclosure, such notification to include the identity of the requestor and
a copy of what information was disclosed.
ARTICLE 20 - MISCELLANEOUS PROVISIONS
20.1
20.2
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.
Selective Waiver. Either party may waive any default by the other party under this
Agreement by an instrument in writing to that effect, and no such waiver will 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
16
20.3
20.4
20.5
20.6
20.7
20.8
20.9
may elect to selectively and successively enforce its rights hereunder, such rights being
cumulative and not alternative.
Amendment or Modification. Unless othenuise provided herein, no amendments,
changes, alterations, variations, or modifications to this Agreement will be effective
unless in writing and signed by the respective duly authorized representatives of the
parties hereto.
Governing Law/Venue. The laws of the State, without giving effect to its principles of
conflicts of law, govern the interpretation and effect of this Agreement. Subject to the
provisions of Article 16 ("Dispute Resolution"), any legal proceedings regarding this
Agreement initially will be brought before a court of jurisdiction prescribed by law in the
State.
Severability. lf 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.
Calendar Days. Any reference to the word "day" or "days" herein shall mean calendar
day or calendars days, respectively, including weekends and federal holidays unless
othenruise expressly provided. lf a deadline falls on a weekend or federal holiday, the
next business day will be the applicable deadline.
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
Agreemeht or as a result of any action or inaction by any party in connection therewith.
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.
Survivability. Atl continuing obligations, rights, and remedies of the parties under this
Agreement will survive the expiration or termination of this Agreement, including the
continuing obligations in the following articles: Article 6 ("Title and Risk of Loss;
Disclaimers"); Article 8 ("Audit and lnspection Rights"); Article 9 ("lndemnification");
Article 10 ("lnsurance"); Article 16 ("Dispute Resolution"); Article 17 ("Compliance With
Law"); Article 18 ("Safety, Health, and Environmental Protection; Releases of Hazardous
Substances; Emergency Response"); And Article 19 ("Confidentiality/Publicity").
L7
lN WTNESS WHEREOF, the parties have each caused this Agreement to be executed by its
duly authorized representative on the day and year set forth below.
(
Signatory
PaintGare Washington LLC
E(,rt tjctute,r
Print Name
br*,rrt, Serrm,n
Prinf Title 0
Date:t4/U2t
Service Provider
Sl,n
@'*jrulzl
18
ATTACHMENT A: SCOPE OF WORK
As part of the Services under this Agreement, the Service Provider shall do the following:
1) Collect PaintCare Products and Loose Pack them into Collection Bins to be
picked up by Haulers.
2) Notify PaintCare when there are at least five (5) Collection Bins full of PaintCare
Products ready for pick up by a Hauler, or sooner if pickups are necessary for the
Service Provider to comply with storage limits or other applicable Law.
3)Manage at the Drop-Off Sites (or other locations approved by PaintCare in
writing) allcollected PaintCare Products gathered through the Drop-Off Sites only
in the following ways and not dispose of PaintCare Products in any other method
without the written approval of PaintCare:
a) By Loose Packing;
b) By Bulking; or
4)
5)
c) By any other Additional Activities specifically contemplated in this
Agreement.
Report directly to PaintCare any spills or health or safety incidents as provided in
the Agreement.
Provide to PaintCare a minimum of ninety (90) days' advance notice of any
Temporary Collection Events conducted by the Service Provider that include the
Collection of PaintCare Products to be picked up by Haulers at the Temporary
Collection Event.
A-1_
ATTACHMENT B: Pricing
PaintGare will provide compensation for other Additional Activities as set forth below:
Additional
Activitv
Description Unit Price Unit of
Measure
Direct Reuse PaintCare agrees to pay to the Service
Provider for each gallon of paint sold or
given away to the public for Direct
Reuse. Gallons may be estimated
according to any process that
reasonably approximates actual
volume. lf requested by PaintCare,
Service Provider must provide a
detailed explanation of its estimation
process. lnvoices for Direct Reuse must
separately break out the number of
gallons of latex PaintCare Products
versus oil-based PaintCare Products.
$N/A per gallon
Bulked Paint
Rate (Latex)
PaintCare agrees to pay to the Service
Provider for every S5-gallon drum of
Bulked latex paint that is picked up by a
Hauler. Rate includes drum cost.
$N/A per Bulked
55-gallon
drum
Bulked Paint
Rate (Oil-
based)
PaintCare agrees to pay to the Service
Provider for every S5-gallon drum of
Bulked oil-based paint that is picked up
by Hauler. Rate includes drum cost.
$N/A per Bulked
55-gallon
drum
Paint
Reprocessing
Rate (Latex)
PaintCare agrees to pay to the Service
Provider for each gallon of Reprocessed
latex paint produced from PaintCare
Products that is actually taken by a
public consumer, whether sold or given
awav without charqe.
$N/A per gallon
B-1
A. Basic Site lnformation
Attachment C: Drop-Off Site lnformation
Please complete all sections for permanent sites; complete sections A-B for temporary events.aer
Name of site
Street address for site
City, state, zip code for site
Permit holder (if applicable)
Service a rea (cou nties/cities/towns)
Type of Site: tr HHWCF fl One-Day HHW Event E Transfer Station tr Paint-Only Event
tr Other:
lf One-Day Event: Date/Hours
n
I pointcone
1.
2
j
4
5
7
6.
9.
t0
11
12
1.3
14.
15.
La.
i7.
4cJ.
19.
)_0.
2L.
22.
Pri ma ry contact's agency/com pa ny
Primary contact's name and title
Primary contact's email and phone #
Second contact's agency/co m pany
Second contact's name and title
Second contact's email and phone #
Phone # for households
Website for households
Days/hours for households
Volume limits for households
Days/hours for businesses
Phone # for businesses, if different
Website for businesses, if different
Admin fee for businesses, if any
Volume limits for businesses
ls paint given away for reuse?
Best newspapers and radio stations for
promoting this site?
23.
24.
1q
25.
Eyes E no
Would you like PaintCare to list this site
rn prnt aos' rn your area l ! Yes E no
Site lD No. WA2007 (internal use only)
Additional info or special notes for your
site on PaintCare's site locator
*|ite listings in print ads ore for permonent sites only. PointCare does nat list one-day events in print ads.
B. Contacts
C. lnformation for Household Customers
D. lnfo for Businesses (if applicable)
E. Other
c-L
A. Basic Site lnformation
Drop-Off Site lnformation #2
Please complete all sections for permanent sites; complete sections A-B for temporary events.
Name of site
Street address for site
City, state, zip code for site
Permit holder (if applicable)
Service area (counties/cities/towns)
Type of Site: tr HHWCF n One-Day HHW Event ! Transfer Station ! Paint-Only Event
E other:
.1.
2.
3.
4.
6.
7 lf One-Day Event: Date/Hours
Pri mary contact's agency/compa ny
Primary contact's name and title
Primary contact's email and phone #
Second contact's agency/com pany
Second contact's name and title
Second contact's email and phone #
Phone # for households
Website for households
Days/hours for households
Volume limits for households
Days/hou rs for businesses
Phone # for businesses, if different
Website for businesses, if different
Admin fee for businesses, if any
Volume limits for businesses
ls paint given away for reuse?
Best newspapers and radio stations for
promoting this site?
I
9.
1C.
:! J..
'12.
13.
,i
i7.
18.
19.
2L,
22.
2,!.
13.
26.
Eyes nno
Would you like PaintCare to list this site
rn prnr aos- rn your area? E Yes E no
Additional info or special notes for your
site on PaintCare's site locator
*Site listings in print ads are for permanent sites only. PaintCore does not list one-day events in print ods.
B. Contacts
C. lnformation for Household Customers
D. lnfo for Businesses (if applicable)
E. Other
Site lD No._ (internal use only)
c-2
ATTACHMENT D: lnsurance Requirements for PaintCare MRW Drop-Off Sites
1. Service Provider's Required lnsurance. The Service Provider must continuously carry (without interruption)
the following types of insurance:
a. Commercial General Liability insurance written on an occurrence coverage basis covering claims for
bodily injury, death, and property damage (including loss of use), personal injury, and advertising injury, at
least as broad as the 1986 (or later) lnsurance Seryrces Office Commercial General Liability Policy form
CG 0001 @, current edition occurrence form.
b. Automobile Liability insurance covering liability arising from the use or operation of any auto, including
owned, hired, leased, rented and non-owned vehicles. The coverage must be at least as broad as the
lnsurance Services Office Business Automobile Policy form CA 0001 @, current edition.
c. Workers'Gompensation meeting or exceeding the requirements imposed by statute or law in (i) the State
of the Project and (ii) all other States, if any, in which Services are performed, including as may be available
on a voluntary basis. Statutory coverage must be provided in all State(s) in which any of the Services are
being performed, including as may be available on a voluntary basis.
d. Employer's Liability insurance providing coverage for liability to employees for work-related bodily injury or
disease, other than liability imposed by a workers' compensation law.
e. Pollution Legal Liability insurance applying to all locations at which the Service Provider stores,
consolidates, sorts, processes, recycles, handles, treats, or otherwise manages any materials received
pursuant to this Agreement. The Pollution Legal Liability insurance must cover: bodily injury, sickness, disease,
death or mental anguish or shock sustained by any person; property damage including physical injury to or
destruction of tangible property including the resulting loss of use thereof, on-site and off-site clean-up costs,
natural resource damages, and the loss of use of tangible property that has not been physically injured or
destroyed; defense including costs, charges and expenses incurred in the investigation, adjustment or defense
of claims; and products and completed operations. The Pollution Legal Liability insurance must be maintained
with at least minimum limits as outlined herein covering sudden and gradual pollution losses arising out of the
operations and completed operations associated with work performed under this Agreement.
2. Minimum Limits of lnsurance.
a. All insurance that the Service Provider and any Subcontractors are required to carry pursuant to this
Agreement must meet the following minimum limits (or any higher limits that may be mandated by applicable
law):
Type of lnsurance
Minimum Limits Required
Per Claim/Occurrence
Minimum Limits Required
Aggreg ate P ol icy Li m its
1. Commercial General Liability $ 1,000,000 $ 2,000,000
a. Bodily lnjury/Property Damage $ 1,000,000 $ 2,000,000
b. Products/Completed Operation $ 1,000,000 $ 2,000,000
c. Personal and Advertising lnjury $ 1,000,000 $ 2,000,000
d. Loss of Use lnsurance $ 1,000,000 $ 2,000,000
D-1
Type of lnsurance
Minimum Limits Required
Per Claim/Occurrence
Minimum Limits Required
Agg regate P ol ic y Li m its
2. Commercial Automobile Liability $1,000,000 Combined Single
Limit Each Accident $N/A"
3. Worker's Compensation Statutory Limits Statutory Limits
4. Employer's Liability (Bodily lnjury by
Accident)$ 1,000,000 $ N/A
a. By Disease $ 1,000,000 $ N/A
b. Each Accident $ 1,000,000 $ N/A
c. Each Employee $ 1,000,000 $ N/A
5. Pollution Liability lnsurance (Facility
Coverage)$ 2,000,000 $ 5,000,000
b. Should any of the Service Provider's insurance be provided under a form of coverage that includes a general
annual aggregate limit, such general annual aggregate limit must be at least double the each-occurrence or
each-claim limits specified above that are applicable to the type of insurance covered by such general
annual aggregate limit.
c.Should the Service Provider's Commercial General Liability policy provide that claims investigation or legal
defense costs be included in any each-occurrence, each-claim, or general, aggregate limit, each such limit
must be at least double the corresponding limit specified in the table above.
d. Claims-made coverage is permitted, provided the policy retroactive date is continuously maintained prior to
the commencement of the Services through the longer of the applicable repose and statute of limitations
periods. The policy must not include a reverse retroactive date.
The Service Provider may utilize self-insurance to satisfy some or all of its insurance carriage obligations
hereunder. To the extent that the Service Provider relies on its self-insurance to meet its obligations, the
Service Provider warrants that it satisfies all of the requirements of this Article by virtue of its self-insurance.
The intent of this paragraph is to impose on the Service Provider all of the same requirements and obligations
that would have been imposed on one or more insurance carriers had the Service Provider procured the
required insurance instead of relying on self-insurance.
3. Deductibles and Self-insured Retentions. As between PaintCare and the Service Provider, the funding of
deductibles and self-insured retentions under all insurance maintained by the Service Provider (or any
Subcontractor) is the sole responsibility of the Service Provider, including any amounts applicable to deductibles
or self-insured retentions applicable to claims involving PaintCare, as an additional insured. Any self-insured
retentions in excess of $100,000 must be declared to and approved by PaintCare in writing.
4. Additional Insurance Requirements.
a. All insurance that the Service Provider (and any Subcontractor) is required to carry hereunder must contain
the following additional provisions:
e
D-2
i. Additional lnsured - PaintCare, its officers, agents, and employees must be listed as additional insureds
on all Commercial General Liability, Automobile Liability, Umbrella or Excess Liability, Pollution Liability,
and Contractor's Pollution Liability policies required herein as respects claims or liabilities arising from, or
connected with the Services, including completed operations. The additional insured endorsements must
be at least as broad as the current editions of the lnsurance Services Offices forms CG 20 10 and CG 20
37. Upon reasonable request, the Service Provider shall provide PaintCare with proof of status as an
additional insured under CG 20 10 during the term of the Agreement, and under CG 20 37 for completed
operations through the expiration of the longest applicable statute of limitations or period of repose.
ii. Primary Coverage - All insurance coverage required hereunder must be primary insurance, and any
insurance or self-insurance maintained by PaintCare will be excess of and non-contributory with respect
to such insurance.
iii. Severability of lnterest - Except with respect to the limits of insurance, all insurance required hereunder
will apply separately to each insured or additional insured.
iv. Notice of Cancellation - To the extent commercially reasonable, each insurance policy shall be endorsed
to require insurer(s) to provide 30 days'advance written notice (except 10 days'advance notice for non-
payment of premium) to PaintCare prior to any suspension, cancellation or non-renewal of the required
insurance. For any policy that is not endorsed to provide notice to PaintCare hereunder, the Service
Provider shall notify PaintCare of any contemplated or actual modification, nonrenewal, or cancellation of
coverage that causes the Service Provider (or any Subcontractor) to be out of compliance with its
obligations hereunder.
v. Waiver of Subrogation - The Service Provider hereby agrees to waive, and to procure from its insurers
waivers of, subrogation against PaintCare and its officers, agents, and employees. The Service Provider
further agrees to hold harmless, defend and indemnify PaintCare and its officers, agents, and employees
for any loss or expense incurred as a result of the Service Provider's (or any Subcontractor's) failure to
obtain such waivers of subrogation from its insurers.
5. Acceptability of lnsurers. All insurance required under this Agreement must be placed with insurers with a
current A.M. Best's rating of not less than A- Vll, unless otherwise approved in writing by PaintCare.
6. Verification of Coverage.
a. Upon PaintCare's reasonable request, the Service Provider shall provide to PaintCare a certificate of
insurance evidencing the coverage required of it under this Agreement. Likewise, upon PaintCare's
reasonable request, the Service Provider shall procure and provide to PaintCare certificates of insurance
from any Subcontractors evidencing the coverage required of them under this Agreement. Each certificate
shall be signed by a person authorized by the insure(s) to bind coverage on its/their behalf. The Service
Provider shall provide renewal certificates to PaintCare prior to the expiration of any required insurance
policy.
b. Upon reasonable request, the Service Provider shall provide PaintCare with copies of all policies of insurance
and endorsements thereto for all required insurance under this Agreement (including that of any
Subcontractors). Such copies may be excerpted or redacted to remove premium pricing or other confidential
business information; provided, however, that any such excerpted/redacted copies must include sufficient
information for PaintCare to verify the Service Provider's (and its Subcontracto(s)') full compliance with the
requirements of this Agreement and to evaluate actual, prospective, or denied claims as additional insured
under such policies.
Failure of PaintCare to request certificates or identifo deficiencies will in no way limit or relieve the Service
Provider of its obligations to maintain such insurance and require that its Subcontractors maintain such
insurance. Failure of the Service Provider (or any of its Subcontractors) to maintain the required insurance
constitutes a default under this Agreement and PaintCare may, at its option, terminate this Agreement for
c
D-3
cause. PaintCare's acceptance of a non-conforming insurance certificate does not constitute a waiver,
compromise or release of PaintCare's rights. lf PaintCare is damaged by the failure of the Service Provider
(or its Subcontractors) to purchase or maintain insurance required under this Agreement, the Service
Provider shall bear all costs (including attorneys' fees, consultant fees and court and settlement expenses)
attributable to such failure to purchase or maintain the required insurance.
7. Subcontractor lnsurance. lf the Service Provider uses a Subcontractor to provide any portion of the Services,
the Service Provider may satisff the foregoing requirements applicable to the subcontracted Services by ensuring
that the Subcontractor providing those Services satisfies each and all of the insurance requirements herein in the
same manner as required had the Service Provider maintained that insurance. To the extent the Subcontractor
fails to do so, however, the Service Provider is responsible and shall defend, indemnify and hold harmless
PaintCare and its officers, agents, and employees to the same extent had all insurance required hereunder been
properly procured and maintained by the Service Provider or its Subcontractor, as applicable.
D-4
ATTACHMENT E: Activity Report for Reimbursement
E-1
pointcone
ar,
Activity Report for Reimbursement
For direct reuse and other activities
Description Units Unit of
Measure Price Amount Activity
Code
Latex Paint Reuse Gallons 1.60 P-6834
Oil-Based Paint Reuse Gallons 1.60 P-6834
Reprocessing P-6835
Bulking Latex Paint P-6386
Bulking Oil Based Paint P-6387
I nternal Transpoftation*
Use this line to report the
number of boxes or trips at the
negotiated rates for internal
Transportation.
T-6350
Total (should match invoice)
*For internal transportation, also provide a list of container weights for each bin or drum. A sample list
is shown on the next page
lnvoice Date
lnvoice or Reference #
Paintcare Contract Number*
Service Month
Company/Organization
PaintCare Site lD
(Please contact your contact at PaintCare if you
do not know your contract or site lD number.)
Facility Street Address
Facility City-State-Zip
Contact Person
Contact Phone
Contact Email
Mailing Address for Payment
E-2
Date Site lD Site Name Site Address City Units UOM Paint
Type
Container
Type
Tare
(Lbs)
7t12t20 wA1234 City Hall 50 Main St Franklin 777 Lbs Latex Bin 72
7112t20 wA1234 City Hall 50 Main St Franklin 815 Lbs Latex Bin 72
7t't2t20 wA1234 City Hall 50 Main St Franklin 665 Lbs Latex Bin 72
7t19t20 wA1298 Fairgrounds 10 Center St Madison 800 Lbs Latex Bin 72
7t19t20 wA1298 Fairgrounds 10 Center St Madison 501 Lbs oil-
Based Drum 50
Sample Container List for lnternal Transportation
E-3
ATTACHMENT F
IRESERVED]
F-L
ATTACHMENT G
IRESERVED]
G-1
ATTACHMENT H
IRESERVED]
H-L
ATTACHMENT I
WASHI NGTON ARCH ITECTURAL PAINT STEWARDSH I P PROGRAM OPERATIONAL
GUIDELINES FOR MRW DROP.OFF SITES
*** (attached separately)***
t-1