HomeMy WebLinkAbout20260580 Resolution
Approve Application Forms for Return Collections Facility (RCF) Registration of
North and South Weld County Household Hazardous Waste Locations as
Collection Sites for Disposal and Recycling of Petroleum and Related Products,
and Authorize Chair to Sign — Lubricants Packaging Management Association,
Powered by Interchange 360
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with Application Forms for Return Collections
Facility (RCF) Registration of the North and South Weld County Household Hazardous
Waste Locations as Collection Sites for Disposal and Recycling of Petroleum and Related
Products from the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Public Health and
Environment, to the Lubricants Packaging Management Association, Powered by
Interchange 360, commencing upon full execution of signatures, with further terms and
conditions being as stated in said application forms, and
Whereas, after review, the Board deems it advisable to approve said application forms,
a copy of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Application Forms for Return Collections Facility (RCF) Registration of
the North and South Weld County Household Hazardous Waste Locations as Collection
Sites for Disposal and Recycling of Petroleum and Related Products from the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Public Health and Environment, to the
Lubricants Packaging Management Association, Powered by Interchange 360, be, and
hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said application forms.
c.c. :HL c O3 i Jc! eiF) 2026-0580
03‘,30\ate HL0059
Application Forms for Return Collections Facility (RCF) Registration of North and South
Weld County Household Hazardous Waste Locations as Collection Sites for Disposal and
Recycling of Petroleum and Related Products — Lubricants Packaging Management
Association, Powered by Interchange 360
Page 2
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 16th day of March, A.D., 2026:
Scott K. James, Chair: Aye ..
Jason S. Maxey, Pro-Tem: Aye ►I S I a••
Perry L. Buck: Aye I
tf-,V.141�
Lynette Peppier: Aye
��Kevin D. Ross: Aye
".,r1,
\C'°UIA.V
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
2026-0580
HL0059
Con aC4- (D# I03- 3
BOARD OF COUNTY COMMISSIONERS
PASS-AROUND REVIEW
TITLE: Register with Interchange 360 as a Petroleum Related Contractor Recycler
DEPARTMENT: Public Health and Environment DATE: February 3, 2026
PERSON REQUESTING: Jason Chessher, Executive Director
Brief description of the problem/issue:
The Colorado Producer Responsibility for Recycling Packaging and Paper Act-HB22-1355 is structured to provide
recycling access to all Coloradans with no added cost to consumers or local governments. In response to that bill
the Lubricants Packaging Management Association powered by Interchange 360(LPMA)is starting a program to
recycle petroleum related containers. Our household hazardous waste sites (HHW)"produce"these types of
containers through the disposal/recycling of used motor oil, antifreeze,and other petroleum related products.
Registering as drop of sites will allow us to participate in this program.At this time,we do not plan to accept empty
containers from residents,only those that we produce in-house.
What options exist for the Board?
Consequences: If the BOCC chooses not to register our sites,we will continue to dispose of such containers
in the landfill, as we always have.
Impact: By registering as a recycler,we will be able to reduce the number of waste containers being sent to the
landfill,reducing the impact of these contaminants on the landfill and environment.
Costs(Current Fiscal Year/Ongoing or Subsequent Fiscal Years): Participation cost will be minimal and
may include bags, boxes, etc.for collection and storage of used containers.
Recommendation: I recommend approval to place this item on a future BOCC agenda for formal consideration.
Support RecQmmenda-tiQU Schedule
Place on BOCC Agenda Work Session Other/Comments.
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppler
Kevin D. Ross
2026-0580
"iv Interchange 360 Return Collection Facility (RCF)
9 Registration Form
Date of Application March 16,2026
Registered Legal Name Weld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 North 17th Avenue
City Greeley State 'Colorado
Municipality or First Nation United States Zip Code 80631
Phone 970-400-6415 Fax 970-304-6411
E-mail(for Notifications and Bulletins) Idparkos@weld.gov
RCF'Doing Business As'Name North Weld County Household Hazardous Waste
Facility Address(if different) 1311 N. 17th Avenue Lat/Long(web map)
City Greeley State Colorado
Municipality or First Nation United States Zip Code 80631
Phone 970-400-2217 Fax
Operations Contact Dan Parkos Phone 970-400-2217 E-mail dparkos@weld.gov
Accounting Contact Bill Fritz Phone 970-400-2122 E-mail Health-AP@co.weld.co.us
Additional Contact Casey Laudick Phone 970-400-5452 E-mail claudick@weld.gov
1) Materials Accepted:
Automotive Containers u =
Used Antifreeze YES
Used Oil YES
Oil Filters YES
2) Collection Capacities(as applicable):
Oil tank/IBC/drum capacity? Tank:2000 Gal.
Antifreeze tank/IBC/drum capacity? Tote:300 Gal.
Size of contained storage area for program materials (sq. ft.
or#of drums)
Is there room onsite for additional storage? Yes
Do you intend to submit an Infrastructure Grant application? Probably
General comments on storage area: Indoor storage is not feasible.
31 Consumer Drop-Off volume vs.Self-Generated Volume Calculation:
Interchange 360 will pay RCFs on volumes of liquids generated from Consumer Drop-offs
Consumer Drop-off is the approved materials that are dropped off at the facility by consumers(residents or owner operators), but does
not include the materials generated as part of the normal business operations. The latter is known as Self-Generated (e.g. oil change
businesses and commercial generation)
The RCF will be able to use one of the methods below to determine Consumer Drop-offs vs Self-Generated volumes:
A) Provide a consumer drop-off log with volumes, names and addresses and signatures(see Interchange 360 Form)
B) Calculate the consumer drop-off volume by subtracting the volume of vehicle servicing from the total Transporter Shipping Papers
C) Use another method approved by Interchange 360's CEO(please provide full details for review and approval)
D) Facility is 100%Consumer Drop-off location
Please indicate which method of calculation(A, B, C or D) D J
RCF Registration Form
CAN'59502428.2 Page 1 of 4.
z 07 CP-OS30--1
) Interchange 360 Return Collection Facility (RCF)
' g Registration Form
r�
Date of Application March 16,2026
Registered Legal Name Weld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 N. 17th Avenue
City Greeley State Colorado
Municipality or First Nation US Zip Code 80631
Phone 970-400-6415 Fax 970-304-6411
E-mail(for Notifications and Bulletins) dparkos@weld.gov
RCF'Doing Business As'Name North Weld County Household Hazardous Waste
4� Material Collections by Interchange 360 Registered Transporters:
It is the RCF's responsibility to ensure they have arranged for an Interchange 360 Registered Transporter to pick up collected materials
This includes arranging a collection schedule and any payment terms.
Current/Proposed Interchange 360 Registered Transporter Tri-State Oil Reclaimers,Inc.
Transporter/RCF agreed-to pick-up schedule
5) Hours of Operation: Business type!classificatio-
Sunday Landfill/Transfer Station
Monday Multi Material/Recycling Depot HHW Collection Facility
Tuesday 8:00 a.m.-5:00 p.m. Auto Repair
Wednesday Industrial
Thursday 8:00 a.m.-5:00 p.m. Bulk Dealer
Friday Lube Shop
Saturday 8:00 a.m.-5:00 p.m. Retailer
6) EFT Payment Information(or attach Void Check):
Financial Institution Name Wells Fargo
Institution#
Transit# 102000076
Account Name Vaious Department
Account# 5153226534
Note: See authorization of payment via EFT in"Certification"section below
7) Certification:
a) I certify that the information provided on this form is complete and correct.
b) I further acknowledge that I have read and am bound by the attached Terms and Conditions.
c) I confirm I am legally allowed to sign on behalf of the above named organization.
d) I confirm I have read and understood the Interchange 360 Return Collection Facility(RCF) Program Manual.
e) I authorize Interchange 360 to deposit funds via EFT into the bank account using the information provided.
Name Scott K.James
Title Chair,Board of Weld County Commissioners
Scott IC. t7avtes
ScottK lames[Mar 16 2026 09 53 10 MDT,
Approval
RCF Registration Form
CAN 5950242E 2 Page 2 of 4.
ZOZ119-0580-I
XInterchan e 360 Return 9 Registration Form
Date of Application March 16,2026
Registered Legal Name Weld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 N. 17th Avenue
City Greeley State Colorado
Municipality or First Nation US Zip Code 80631
Phone 970-400-6415 Fax 970-304-6411
E-mail (for Notifications and Bulletins) dparkos@weld.gov
RCF'Doing Business As' Name North Weld County Household Hazardous Waste
81 Terms and Conditions:
In consideration for the Lubricants Packaging Management Association,and/or its subsidiaries, as the case may be(collectively,
"Interchange 360") accepting the registration of the applicant as a Return Collection Facility("RCF") and for the applicant becoming
eligible to receive Return Collection Facility Payments("RCFP") from Interchange 360,and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the applicant, and by submitting this registration form, the applicant
agrees as follows:
1) The applicant represents and warrants that all information provided to Interchange 360 in this application, including any attachments,
and in all documents required by virtue of the applicant's registration with Interchange 360, or by virtue of the requirements of law, are
true and accurate.
2) The applicant agrees to fully comply with all federal, state and local laws, acts, regulations, rules, bylaws and other
requirements("Laws"), including without limitation all environmental Laws.
3) The applicant agrees to indemnify and hold Interchange 360 and its directors, officers, employees and agents, harmless for all
costs,expenses, claims, demands and actions that may arise as a result of any untrue or inaccurate statement or information provided
by the applicant.
4) The applicant agrees to be bound by Interchange 360's bylaws, programs, policies, procedures and manuals,as amended from time
to time by Interchange 360.
5) The applicant agrees to provide Interchange 360 with all reasonable information relating to this Application or any matter that relates
to the program or procedures of Interchange 360 and agrees that Interchange 360 has a right of access to any and all such information
during normal business hours and without prior notice to the applicant for on-site reviews.
6) The applicant agrees to provide, at the request of Interchange 360, all documentation, receipts, entries, or information that may
support or relate to any claim for RCFP to Interchange 360.
7) The applicant hereby acknowledges and agrees that any funds, return incentives, payments, advances, including without limitation
RCFP, paid under Interchange 360 programs are paid subject to verification of any information requested by Interchange 360, and
subject to all required information being correct and sufficient for the purpose of Interchange 360.
8) Any registration granted, or any payment made by Interchange 360,where there is a false certificate by the applicant, or false or
misleading information provided by the applicant, shall be considered to have been granted or paid in mistake.Any such registration is
void and any such payment is held in trust by the applicant for the sole and exclusive benefit of Interchange 360. Such payments or
funds shall be returned forthwith to Interchange 360 upon either Interchange 360's or the applicant's discovery of the error
9) Interchange 360 maintains the right, at its sole discretion, to withhold any payment or registration of application, until sufficient
verification or information has been provided by the applicant in relation to any manner reasonably requested to be verified by
Interchange 360.
10) Interchange 360 reserves all rights and remedies provided to it under law that may be in addition to any terms contained herein.
11) The applicant acknowledges Interchange 360's authority to make bylaws, policies and procedures and agrees to be bound by any
bylaws, policies, procedures and manuals made by Interchange 360.
RCF Registration Form
CAN 59502428 2 Page 3 of 4.
XInterchan a 360 Return g Registration Form
Date of Application March 16,2026
Registered Legal Name Weld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 N. 17th Avenue
City Greeley State Colorado
Municipality or First Nation US Zip Code 80631
Phone 970-400--6415 Fax 970-304-6411
E-mail(for Notifications and Bulletins) dparkos@weid.gov
RCF'Doing Business As'Name North Weld County Household Hazardous Waste
12) The applicant acknowledges and agrees that Interchange 360 may cancel or suspend the registration of the applicant if the
applicant contravenes any Laws,or Interchange 360's bylaws,programs,policies procedures,or manuals or upon any false or
misleading representation made in any application or claim form for payment of Interchange 360's RCFP. The applicant acknowledges
and agrees that Interchange 360 may cancel or suspend the registration of the applicant if: (a)the applicant ceases to carry on
business;or(b)the applicant applies to surrender his certificate of registration to Interchange 360.
13) The applicant agrees he will not be entitled to,and will not participate in, carry on, business under Interchange 360 programs
unless the applicant is registered and its registration is not under suspension.
14) I further acknowledge that I have read,and agree to be bound by,the terms and conditions in the Interchange 360 Program Manual
for Return Colelction Facility(RCF)Operators(the"Manual").
15) To the extent there is any conflict between these Terms and Conditions and the Manual,the Manual shal govern.Any terms not
otherwise defined in these Terms and Conditions have meaning set out in the Manual,and the applicant agrees to abide by the
program requirements and obligations outlined in the Manual.
Interchange 360 Office Use
Interchange 360 Registration Number
Date application approved
Authorized by
December 2025
Interchange 360 Is a trade name and trade mark of the Lubricants Packaging Management Association.
RCF Registration Form
CAN.59502428 2 Page 4 of 4.
' Interchange 360 Return Collection Facility (RCF)
g Registration Form
Date of Application March 16,2026
Registered Legal Name IWeld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 North 17th Avenue
City Greeley State Colorado
Municipality or First Nation United States Zip Code 80631
Phone 970-400-6415 Fax 970-304-6411
E-mail(for Notifications and Bulletins) dparkos@weld.gov
RCF'Doing Business As' Name South Weld County Household Hazardous Waste
Facility Address (if different) 5500 Highway 52 Lat/Long (web map)
City Dacono State Colorado
Municipality or First Nation United States Zip Code 80514
Phone 970-400-2217 Fax
Operations Contact Dan Parkos Phone 970-400-2217 E-mail dparkos@weld.gov
Accounting Contact Bill Fritz Phone 970-400-2122 E-mail Health-AP@co.weld.co.us
Additional Contact Casey Laudick Phone 970-400-5452 E-mail daudick@weld.gov
1) Materials Accepted:
Automotive Containers ITS.Ifcaw,...a,
Used Antifreeze YES
Used Oil YES
Oil Filters YES
2) Collection Capacities(as applicable);
Oil tank/IBC/drum capacity? Tank:2000 Gal.
Antifreeze tank/IBC/drum capacity? Tote:300 Gal.
Size of contained storage area for program materials(sq.ft.
or#of drums)
Is there room onsite for additional storage? Yes
Do you intend to submit an Infrastructure Grant application? Yes
General comments on storage area: Indoor storage is not feasible.
31 Consumer Drop-Off volume vs. Self-Generated Volume Calculation:
Interchange 360 will pay RCFs on volumes of liquids generated from Consumer Drop-offs
Consumer Drop-off is the approved materials that are dropped off at the facility by consumers(residents or owner operators), but does
not include the materials generated as part of the normal business operations. The latter is known as Self-Generated(e.g. oil change
businesses and commercial generation)
The RCF will be able to use one of the methods below to determine Consumer Drop-offs vs Self-Generated volumes:
A) Provide a consumer drop-off log with volumes, names and addresses and signatures(see Interchange 360 Form)
B) Calculate the consumer drop-off volume by subtracting the volume of vehicle servicing from the total Transporter Shipping Papers
C) Use another method approved by Interchange 360's CEO (please provide full details for review and approval)
D) Facility is 100%Consumer Drop-off location
Please indicate which method of calculation(A, B, C or D) D
RCF Registration Form
CAN.59502428.2 Page 1 of 4.
7 oZ(Q-05U _ 2
X
Interchange 360 Return Collection Facility (RCF)
g Registration Form
Date of Application March 16,2026
Registered Legal Name Weld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 N. 17th Avenue
City Greeley State Colorado
Municipality or First Nation US Zip Code 80631
Phone 970-400-6415 Fax 970-304-6411
E-mail(for Notifications and Bulletins) dparkos@weld.gov
RCF'Doing Business As'Name South Weld County Household Hazardous Waste
4) Material Collections by Interchange 360 Registered Transporters:
It is the RCF's responsibility to ensure they have arranged for an Interchange 360 Registered Transporter to pick up collected materials.
This includes arranging a collection schedule and any payment terms.
Current/Proposed Interchange 360 Registered Transporter Tn-State Oil Reclaimers,Inc.(7)
Transporter/RCF agreed-to pick-up schedule
5) Hours of Operation: Business type/classification
Sunday Landfill/Transfer Station
Monday Multi Material/Recycling Depot HHW Collection Facility
Tuesday Auto Repair
Wednesday 9:00 a.m.-4:00 p.m. Industrial
Thursday Bulk Dealer
Friday 9:00 a.m.-4:00 p.m. Lube Shop
Saturday 9:00 a.m.-4:00 p.m. Retailer
6) EFT Payment Information (or attach Void Check):
Financial Institution Name Wells Fargo
Institution#
Transit# 102000076
Account Name Various Department
Account# 5153226534
Note: See authorization of payment via EFT in"Certification"section below
7) Certification:
a) I certify that the information provided on this form is complete and correct.
b) I further acknowledge that I have read and am bound by the attached Terms and Conditions.
c) I conf rm I am legally allowed to sign on behalf of the above named organization.
d) I confirm I have read and understood the Interchange 360 Return Collection Facility(RCF) Program Manual.
e) I authorize Interchange 360 to deposit funds via EFT into the bank account using the information provided.
Name Scott K. James
Title Chair,Board of Weld County Commissioners
Scott k. t7awfes
ScottK.James(Mar,6.20260E 5310 MDT,
Approval
RCF Registration Form
CAN 59502428.2 Page 2 of 4.
7 OZ.lo-05 ()�Z
XInterchan e 360 Return g Registration Form
Date of Application March 16,2026
Registered Legal Name Weld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 N. 17th Avenue
City Greeley State Colorado
Municipality or First Nation US Zip Code 80631
Phone 970-400-6415 Fax 970-304-6411
E-mail(for Notifications and Bulletins) dparkos@weld.gov
RCF'Doing Business As' Name 1South Weld County Household Hazardous Waste
8) Terms and Conditions:
In consideration for the Lubricants Packaging Management Association, and/or its subsidiaries, as the case may be(collectively,
"Interchange 360") accepting the registration of the applicant as a Return Collection Facility("RCF") and for the applicant becoming
eligible to receive Return Collection Facility Payments("RCFP")from Interchange 360, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the applicant, and by submitting this registration form,the applicant
agrees as follows:
1) The applicant represents and warrants that all information provided to Interchange 360 in this application, including any attachments,
and in all documents required by virtue of the applicant's registration with Interchange 360, or by virtue of the requirements of law, are
true and accurate.
2) The applicant agrees to fully comply with all federal, state and local laws, acts,regulations,rules, bylaws and other
requirements("Laws"), including without limitation all environmental Laws.
3) The applicant agrees to indemnify and hold Interchange 360 and its directors, officers, employees and agents, harmless for all
costs, expenses, claims, demands and actions that may arise as a result of any untrue or inaccurate statement or information provided
by the applicant.
4) The applicant agrees to be bound by Interchange 360's bylaws, programs, policies, procedures and manuals, as amended from time
to time by Interchange 360.
5) The applicant agrees to provide Interchange 360 with all reasonable information relating to this Application or any matter that relates
to the program or procedures of Interchange 360 and agrees that Interchange 360 has a right of access to any and all such information
during normal business hours and without prior notice to the applicant for on-site reviews.
6) The applicant agrees to provide, at the request of Interchange 360, all documentation, receipts, entries, or information that may
support or relate to any claim for RCFP to Interchange 360.
7) The applicant hereby acknowledges and agrees that any funds, return incentives, payments, advances, including without limitation
RCFP, paid under Interchange 360 programs are paid subject to verification of any information requested by Interchange 360, and
subject to all required information being correct and sufficient for the purpose of Interchange 360.
8) Any registration granted, or any payment made by Interchange 360,where there is a false certificate by the applicant,or false or
misleading information provided by the applicant,shall be considered to have been granted or paid in mistake.Any such registration is
void and any such payment is held in trust by the applicant for the sole and exclusive benefit of Interchange 360. Such payments or
funds shall be returned forthwith to Interchange 360 upon either Interchange 360's or the applicant's discovery of the error.
9) Interchange 360 maintains the right, at its sole discretion, to withhold any payment or registration of application, until sufficient
verification or information has been provided by the applicant in relation to any manner reasonably requested to be verified by
Interchange 360.
10) Interchange 360 reserves all rights and remedies provided to it under law that may be in addition to any terms contained herein.
11) The applicant acknowledges Interchange 360's authority to make bylaws, policies and procedures and agrees to be bound by any
bylaws, policies, procedures and manuals made by Interchange 360.
RCF Registration Form
CAN:59502428.2 Page 3 of 4.
XInterchan a 360 Returng Registration Form
Date of Application March 16,2026
Registered Legal Name Weld County Department of Public Health and Environment(WCDPHE)
Mailing Address 1555 N. 17th Avenue
City Greeley State Colorado
Municipality or First Nation US Zip Code 80631
Phone 970-400-6415 Fax 970-304-6411
E-mail(for Notifications and Bulletins) dparkos@weld.gov
RCF'Doing Business As Name South Weld County Household Ha2ardous Waste
12) The applicant acknowledges and agrees that Interchange 360 may cancel or suspend the registration of the applicant if the
applicant contravenes any Laws,or Interchange 360's bylaws,programs,policies procedures,or manuals or upon any false or
misleading representation made in any application or claim form for payment of Interchange 360's RCFP. The applicant acknowledges
and agrees that Interchange 360 may cancel br suspend the registration of the applicant if: (a)the applicant ceases to carry on
business; or(b)the applicant applies to surrender his certificate of registration to Interchange 360.
13) The applicant agrees he will not be entitled to, and will not participate in,carry on, business under Interchange 360 programs
unless the applicant is registered and its registration is not under suspension.
14) I further acknowledge that I have read, and agree to be bound by,the terms and conditions in the Interchange 360 Program Manual
for Return Colelction Facility(RCF)Operators(the"Manual").
15) To the extent there is any conflict between these Terms and Conditions and the Manual,the Manual shal govern.Any terms not
otherwise defined in these Terms and Conditions have meaning set out in the Manual, and the applicant agrees to abide by the
program requirements and obligations outlined in the Manual.
Interchange 360 Office Use
Interchange 360 Registration Number
Date application approved
Authorized by
December 2026
interchange 360 is a trade name and trade mark of the Lubricants Packaging Management Association.
RCF Registration Form
CAN•59502428 2 Page 4 of 4.
EXHIBIT A
BYLAWS OF
LUBRICANTS PACKAGING
MANAGEMENT ASSOCIATION
Adopted: June 24, 2024
ARTICLE I
PURPOSE
Section 1.01 Lubricants Packaging Management Association is a nonprofit nonstock
corporation(the "Corporation")whose purpose is to(i) support compliance, including gathering
data and assessing general market conditions,with U.S.extended producer responsibility("EPR")
laws on behalf of the Members(defined below)of the Corporation and registrants who are or may
become subject to applicable state EPR compliance laws; and (ii) support measures to collect and
recycle petroleum-based and related products and packaging by leveraging existing, as well as
emerging, solutions and circular technologies.The Corporation shall have and may exercise all the
rights and powers given to nonprofit nonstock corporations under the Delaware General
Corporation Law("DGCL").
ARTICLE II
OFFICES
Section 2.01 Offices. The address of the Corporation's registered office in the State of
Delaware shall be set forth in the Corporation's Certificate of Incorporation, as amended (the
"Certificate of Incorporation"). The Corporation's business address in the State of California
shall be 3203 Hanover Street, Suite 100, Palo Alto, California 94304-1123. The Corporation may
have other offices, both in and outside of the State of Delaware, as the Corporation's Board of
Directors (the "Board") shall determine or the Corporation's business may require.
Section 2.02 Books and Records. Any records received, stored, or administered by or
on behalf of the Corporation in the regular course of its business, including its membership
interests ledger, books of account, and minute books, will be securely maintained on vetted
information storage devices, services, or methods, or one (1) or more electronic networks or
databases (including one (1) or more distributed electronic networks or databases); provided that
the records so kept can be converted into clearly legible paper form within a reasonable time, and,
with respect to the membership interests ledger,the records comply with Section 224 of the DGCL.
The Corporation shall convert any records upon the request of any person entitled to inspect them
1 CAN:51698498.14
pursuant to applicable law. Additionally, the Corporation shall implement records' retention and
access rights policies.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The Corporation's business and affairs shall be managed
by or under the direction of the Board. The Board may adopt such rules and procedures, not
inconsistent with the Certificate of Incorporation,these Bylaws, or applicable law, as it may deem
proper for the conduct of its meetings and the management of the Corporation.
Section 3.02 Number; Director Qualifications; Term of Office.
(a) Number. The authorized number of directors shall be no fewer than five
(5)or more than nine(9). The number of directors may be fixed within the limits specified
in this Section 3.02 by the affirmative vote of a majority of the Members. No reduction of
the authorized number of directors shall cause the removal of a director prior to the
expiration of such director's term of office.
(b) Director Qualifications. To qualify to serve as a director, an individual
must (i) be at least eighteen (18) years of age, (ii) not have been declared incapable by a
court in the United States or elsewhere and (iii)not be an undischarged bankrupt.
(c) Term of Office. The term of each director shall be one (1) year. Directors
may stand for re-appointment, as applicable, to the Board after their term expires. Each
director shall hold office until a successor is duly appointed and qualified or until the
director's earlier death, resignation, disqualification, or removal.
Section 3.03 Appointment or Election of Directors.
(a) Member Appointed Directors. Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, directors shall be appointed at the annual
meeting of the Members by the following parties for so long as they are Members:
(i) One (1)director appointed by ExxonMobil Oil Corporation;
(ii) One (1) director appointed by Pennzoil-Quaker State d/b/a SOPUS
Products;
(iii) One (1) director appointed by Chevron U.S.A. Inc.;
(iv) One (1)director appointed by BP Lubricants USA, Inc.; and
(v) One (1)director appointed by VGP Holdings LLC.
(b) Member Elected Directors. If the authorized number of directors is
greater than the number of directors subject to appointment by individual Members as set
2 CAN:51698498.14
forth in this Section 3.03, such directors shall be elected by a plurality of the votes cast by
the Members at the annual meeting of the Members.
Section 3.04 Newly Created Directorships and Vacancies. Any newly created
directorship resulting from an increase in the authorized number of directors and any vacancy
occurring in the Board may be filled by appointments to be made by the then-existing directors of
the Board, subject to Section 3.05. A director so appointed shall be appointed to hold office until
the earliest of(i)the expiration of the term of office of the director whom he or she has replaced,
if applicable, (ii) a successor is duly appointed and qualified, or (iii) such director's death,
resignation, or removal.
Section 3.05 Resignation. Any director may resign at any time by notice given in
writing, or by electronic transmission to the Board and the President. Such resignation shall take
effect at the date of receipt of such notice by the President or at such later time as is specified in
the director's notice. In the event of the resignation of a director described in Sections 3.03(a)(i),
(ii), (iii), (iv), or(v), the Member that appointed the resigning director may appoint a director to
replace such director, to hold office until the earliest of(i)the expiration of the term of office of
the director whom he or she has replaced, (ii) a successor is duly appointed and qualified, or(iii)
such director's death, resignation,or removal.
Section 3.06 Removal. Except as prohibited by applicable law or as otherwise provided
in the Certificate of Incorporation,the Members may remove any director from office at any time,
with or without cause,by the affirmative vote of a majority of the Members. In addition,a director
shall be removed from the Board by the other directors if such director ceases to satisfy the director
qualification requirements set forth in Section 3.02. If a director is removed in accordance with
this Section 3.06, and such director was appointed pursuant to Section 3.03(a)(i), (ii), (iii), (iv)or
(v), then the Member that appointed such director shall appoint his or her replacement in
accordance with Section 3.03(a).
Section 3.07 Regular Meetings. Regular meetings of the Board may be held on not less
than ten (10)days nor more than sixty(60)days prior written notice to the directors at such times
and at such places as may be determined by the Board or the Chair but shall be held no less than
once every six(6)months.
Section 3.08 Special Meetings. Special meetings of the Board may be held at such times
and at such places as may be determined by the Chair or the President on at least twenty-four(24)
hours' notice to each director given by the means specified in Section 3.11 other than by mail or
on at least three(3)days' notice if given by mail. Special meetings shall be called by the Chair or
the President in like manner and on like notice on the written request of any two (2) or more
directors, directed to the Chair and stating the business to be brought before the meeting.
Section 3.09 Telephone Meetings. Board or Board committee meetings may be held by
means of telephone or video conference or other communications equipment that enables all
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persons participating in the meeting to hear each other and to be heard. Participation by a director
in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.
Section 3.10 Adjourned Meetings.A majority of the directors present at any meeting of
the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn and
reconvene such meeting to another time and place. At least twenty-four(24) hours' notice of any
adjourned meeting of the Board shall be given to each director, whether or not present at the time
of the adjournment, if such notice shall be given the means specified in Section 3.11 other than by
mail, or at least three(3) days' notice if by mail. Any business may be transacted at an adjourned
meeting that might have been transacted at the meeting as originally called.
Section 3.11 Notices. Subject to Section 3.08, Section 3.10 and Section 3.12, whenever
notice is required to be given to any director by applicable law,the Certificate of Incorporation, or
these Bylaws, such notice shall be deemed given effectively if given in writing by personal
delivery, mail, facsimile, email, or by other means of electronic transmission addressed to such
director at such director's address as it appears on the Corporation's records.
Section 3.12 Waiver of Notice. Whenever notice to directors is required by applicable
law, the Certificate of Incorporation or these Bylaws, a waiver, in writing signed by, or by
electronic transmission by, the director entitled to the notice, whether before or after such notice
is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any business
on the ground that the meeting was not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special Board or committee meeting need be
specified in any waiver of notice.
Section 3.13 Organization. At each meeting of the Board, the Chair or, in his or her
absence, another director selected by the Board shall preside. The Secretary shall act as secretary
at each meeting of the Board. If the Secretary is absent from any meeting of the Board,an assistant
secretary shall perform the duties of secretary at such meeting; and in the absence from any such
meeting of the Secretary and all assistant secretaries, the person presiding at the meeting may
appoint any person to act as secretary of the meeting.
Section 3.14 Quorum of Directors; Voting Power. Except as otherwise permitted by
the Certificate of Incorporation, these Bylaws, or applicable law, the presence of a no less than
fifty percent (50%) of the authorized directors shall be necessary and sufficient to constitute a
quorum for the transaction of business at any meeting of the Board. Each director shall have one
(1)vote.
Section 3.15 Action by Majority Vote. Except as otherwise expressly required by these
Bylaws, the Certificate of Incorporation, or applicable law, the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board.
Section 3.16 Action Without Meeting. Except as set forth in the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the
Board or of any committee thereof may be taken without a meeting if all directors or members of
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such committee, as the case may be, unanimously consent thereto in writing or by electronic
transmission,and the writings or electronic transmissions are filed with the minutes of proceedings
of the Board or committee, as applicable, in accordance with applicable law.
Section 3.17 Committees.
(a) Committees of the Board. The Board may designate one (1) or more standing or
special committees for any purpose that the Board deems necessary or desirable. Each such
committee shall consist of two(2)or three(3)directors. The Board may designate one(1)or more
directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. If a member of a committee shall be absent from any
meeting, or disqualified from voting thereat, the remaining member or members present at the
meeting and not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another director to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent permitted by applicable law,
shall have and may exercise all the powers and authority of the Board in the management of the
Corporation's business and affairs and may authorize the seal of the Corporation to be affixed to
all papers that may require it to the extent so authorized by the Board. Unless the Board provides
otherwise, at all meetings of any such committee, a majority of the then authorized members of
the committee shall constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which there is a quorum shall be the
act of the committee. Each committee shall keep regular minutes of its meetings. Unless the
Board provides otherwise, each committee may make, alter, and repeal rules and procedures for
the conduct of its business. In the absence of such rules and procedures each committee shall
conduct its business in the same manner as the Board conducts its business pursuant to this Article
III.
(b) Advisory Committees. The Board may designate one (1) or more advisory
committees to advise the Board on any matters that the Board deems necessary or desirable.
Advisory committees shall act in accordance with terms of reference, rules or other procedures as
may be set by the Board. Membership of advisory committees shall consist of two (2) or more
persons appointed by the Board and shall not be limited to members of the Board.
Section 3.18 Director Compensation and Expenses. The directors holding the
positions described in Sections 3.03(a)(i), (ii), (iii), (iv), and (v) shall not be entitled to receive
compensation for serving on the Board or any Board committee. Other directors may receive
compensation for serving on the Board and any Board committee as determined by the Board.
Notwithstanding the forgoing, the Board may elect to have the Corporation reimburse directors
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and committee members for their reasonable expenses incurred in connection with the
performance of their duties as members of the Board and Board committees.
ARTICLE IV
MEMBERS
Section 4.01 Members.
(a) Member Qualifications. To become a member of the Corporation (a
"Member"), a person must be a Brand Owner, a Marketplace Facilitator, or a person otherwise
approved for membership by the Board. "Brand Owner"means(i)a person who is the owner or
licensee of a trade mark under which products and materials that are subject to recycling and waste
minimization plans, programs, services or other similar initiatives ("Materials") are sold,
otherwise distributed or used in a commercial enterprise, whether the trademark is registered or
not; or (ii) a person who manufactures, sells, offers for sale, distributes or uses Materials in a
commercial enterprise. "Marketplace Facilitator" means (i) a person who contracts with a
marketplace seller to facilitate the supply of the marketplace seller's products by (A) owning or
operating an online consumer facing marketplace or forum in which the marketplace seller's
products are listed or advertised for supply, and (B)transmitting or otherwise communicating the
offer or acceptance between the marketplace seller and a purchaser, and(ii)a person who provides
for the physical distribution of the marketplace seller's products to the purchaser, such as by the
storage, preparation or shipping of the products.
(b) Application for Membership and Admission as Member. Any Brand
Owner or Marketplace Facilitator may apply to the Board for membership in the Corporation,
subject to the rules, policies and procedures adopted under these Bylaws. Upon compliance with
such rules, policies and procedures, approval by the Board and payment of the required
membership fee, a Brand Owner or a Marketplace Facilitator, as applicable, shall become a
Member.
(c) Compliance with Bylaws. Every Member shall comply with and be bound
by these Bylaws.
Section 4.02 Membership Fee, Special Contributions and Material Fees.
(a) Membership Fee. The membership fee, if any, shall be determined, from
time to time, by the Board.
(b) Special Contributions. The Board, with the consent of a majority of the
Members, may require special contributions from the Members during a calendar year. If a special
contribution is approved, a Member may terminate its membership without notice, and if it does
so will not be obligated to make the special contribution.
(c) Material Fees. The Board may determine, from time to time by resolution,
the fees payable by Members in respect of the sale, distribution or use of Materials.
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(d) Use of Fees. All membership fees, special contributions and material fees
received by the Corporation shall be used in relation to the furtherance of the Corporation's
purposes described in Section 1.01.
(e) Records and Auditing. Members shall establish and maintain during a
Member's membership and for a period of five (5) years following termination of the Member's
membership, reasonable records that enables the Corporation or its authorized representatives to
verify any fees paid or payable to the Corporation by the Member and the Member's compliance
with any rules and procedures established by the Corporation from time to time. The Corporation
or its authorized representatives may, at any time, upon reasonable prior notice to the Member,
audit, examine, and make copies of such records as necessary to verify any fees paid or payable to
the Corporation by the Member and the Member's compliance with any such rules and procedures.
Section 4.03 Cancellation or Transfer of Membership.
(a) Termination or Suspension. The Board may, by resolution, suspend or
terminate a Member for cause, if: (i) such Member has been given notice of the Board meeting at
which suspension or expulsion is to be considered,together with a brief statement of the reason or
reasons for the proposed suspension or expulsion;and (ii) such Member is given an opportunity to
make representations to the Board at such meeting.
(b) Resignation. A Member may resign at any time by written or electronic
notice to the Board and the President.
(c) Transfer of Membership. A Member may not transfer or assign its
membership interest without the Board's prior written approval.
(d) Death and Dissolution. A Member shall be terminated upon: (i) death in
the case of an individual, or(ii) dissolution in the case of a corporation or other legal entity.
ARTICLE V
MEETINGS OF THE MEMBERS
Section 5.01 Place of Meetings.All meetings of the Members shall be held at such place,
if any, either in or outside of the State of Delaware, or by means of remote communications, as
shall be designated by resolutions of the Board and stated in the notice of meeting.
Section 5.02 Annual Meeting. The annual meeting of the Members for the appointment
of directors and for the transaction of such other business as may properly come before the meeting
shall be held at such date, time and place, if any, as shall be determined by the Board and stated in
the notice of the meeting.
Section 5.03 Special Meetings. Special meetings of Members for any purpose or
purposes may be called by resolutions adopted by the Board or the Members holding fifty percent
(50%) or more of the Members' membership interests. The resolutions shall specify the date and
time and, if applicable, the place of the meeting and the matter or matters to be considered at the
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meeting. The only business which may be conducted at a special meeting shall be the matter or
matters set forth in the resolutions.
Section 5.04 Adjournments. Any meeting of the Members, annual or special, may be
adjourned to reconvene at the same or some other place, if any, and notice need not be given of
any such adjourned meeting if the time, place, if any, thereof and the means of remote
communication, if any, are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Members may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than thirty(30)days,a notice of the adjourned
meeting shall be given to each Member of record entitled to vote at the meeting. If after the
adjournment a new record date is fixed for Members entitled to vote at the adjourned meeting,the
Board shall fix a new record date for notice of the adjourned meeting and shall give notice of the
adjourned meeting to each Member of record entitled to vote at the adjourned meeting as of the
record date fixed for notice of the adjourned meeting.
Section 5.05 Notice of Meetings. Notice of Member meetings shall be provided in
writing or by electronic transmission stating the place, if any, date, hour, record date for
determining the Members entitled to vote at the meeting(if such date is different from the record
date for Members entitled to notice of the meeting)and,in the case of a special meeting the purpose
or purposes for which the meeting has been called. The notice shall be given by the Corporation
not less than ten (10) days nor more than sixty (60) days before the meeting (unless a different
time is specified by law)to every Member entitled to vote at the meeting as of the record date for
determining the Members entitled to notice of the meeting and shall comply in all respects with
the requirements of Section 232 of the DGCL.
Section 5.06 List of Members. The Corporation shall prepare a complete list of the
Members entitled to vote at any meeting of Members (provided, however, that if the record date
for determining the Members entitled to vote is less than ten (10) days before the date of the
meeting, the list shall reflect the Members entitled to vote as of the tenth day before the meeting
date), arranged in alphabetical order, and showing the address of each Member at least ten (10)
days before any meeting of the Members. Such list shall be open to the examination of any
Member, for any purpose reasonably connected to the meeting, on a reasonably accessible
electronic network if the information required to gain access to such list was provided with the
notice of the meeting or during ordinary business hours, at the principal place of business of the
Corporation for a period of at least ten(10)days before the meeting. If the meeting is to be held at
a place,the list shall also be produced and kept at the time and place of the meeting the whole time
thereof and may be inspected by any Member who is present. If the meeting is held solely by
means of remote communication,the list shall also be open for inspection by any Member during
the whole time of the meeting as provided by applicable law. Except as provided by applicable
law, the Corporation's membership interests ledger shall be the only evidence as to who are the
Members entitled to examine the membership interests ledger and the list of Members, or to vote
in person or by proxy at any meeting of Members.
Section 5.07 Quorum. Except as otherwise required by law, the Certificate of
Incorporation,or these Bylaws,at each meeting of the Members,the lesser of(i)nine(9)Members
or(ii)ten percent(10%)of the Members who are in good standing,then entitled to vote and present
in person or represented by proxy,shall constitute a quorum;provided that quorum shall be at least
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three(3)of the Members entitled to appoint directors under Sections 3.03(a)(i), (ii), (iii), (iv), and
(v). If, however, such quorum is not present or represented at any meeting of the Members, the
Members entitled to vote thereat, present in person or represented by proxy, shall have power, by
the affirmative vote of a majority in voting power thereof, to adjourn the meeting in the manner
provided in Section 5.04 until a quorum shall be present or represented. A quorum, once
established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a
quorum. At any such adjourned meeting at which there is a quorum, any business may be
transacted that might have been transacted at the meeting originally called.
Section 5.08 Conduct of Meetings. The Board may adopt by resolution such rules and
regulations for the conduct of the meeting of the Members as it shall deem appropriate. At every
meeting of the Members,the Chair, or in his or her absence or inability to act, the Secretary, or, in
his or her absence or inability to act, the person whom the Chair shall appoint, shall act as chair
of,and preside at,the meeting. The Secretary or, in his or her absence or inability to act,the person
whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the
meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and
regulations as adopted by the Board, the chair of any meeting of the Members shall have the right
and authority to prescribe such rules, regulations,and procedures and to do all such acts as, in the
judgment of such chair, are appropriate for the proper conduct of the meeting.
Section 5.09 Voting; Proxies. Except as otherwise required by law, the Certificate of
Incorporation or these Bylaws, any matter, other than the appointment or election of directors in
accordance with Section 3.03, brought before any meeting of Members shall be decided by the
affirmative vote of a majority of the Members present in person or represented by proxy at the
meeting and entitled to vote on the matter. Each Member entitled to vote at a meeting of Members
or to express consent to corporate action in writing without a meeting may authorize another person
or persons to act for such Member by proxy, but no such proxy shall be voted or acted upon after
three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be
irrevocable if it states that it is irrevocable and if,and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A Member may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by delivering to the Secretary a
revocation of the proxy or a new proxy bearing a later date. Voting at meetings of Members need
not be by written ballot.
Section 5.10 Written Consent of Members Without a Meeting. Any action to be taken
at any annual or special meeting of Members may be taken without a meeting,without prior notice
and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall
be signed by the Members and voted and shall be delivered (by hand or by certified or registered
mail, return receipt requested)to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business or an officer or agent of the Corporation having custody
of the book in which proceedings of meetings of Members are recorded. Every written consent
shall bear the date of signature of each Member that signs the consent,and no written consent shall
be effective to take the corporate action referred to therein unless, within sixty (60) days of the
earliest dated consent delivered in the manner required by this Section 5.10, written consents
signed by a sufficient number of Members to take action are delivered to the Corporation as
aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall, to the extent required by applicable law, be given to those
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Members that have not consented in writing, and that, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for notice of such meeting had
been the date that written consents signed by a sufficient number of Members to take the action
were delivered to the Corporation.
Section 5.11 Fixing the Record Date.
(a) In order that the Corporation may determine the Members entitled to notice
of or to vote at any meeting of Members, or any adjournment thereof, the Board may fix a record
date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting. If the Board so fixes a date, it shall also be the record
date for determining the Members entitled to vote at such meeting unless the Board determines, at
the time it fixes such record date, that a later date on or before the date of the meeting shall be the
date for making such determination. If no record date is fixed by the Board, the record date for
determining Members entitled to notice of or to vote at a meeting of Members shall be at the close
of business on the day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held. A
determination of Members of record entitled to notice of or to vote at a meeting of Members shall
apply to any adjournment of the meeting;provided, however, that the Board may fix a new record
date for the determination of Members entitled to vote at the adjourned meeting and in such case
shall also fix as the record date for Members entitled to notice of such adjourned meeting the same
or an earlier date as that fixed for the determination of Members entitled to vote therewith at the
adjourned meeting.
(b) In order that the Corporation may determine the Members entitled to
consent to corporate action in writing without a meeting, the Board may fix a record date, which
record date shall not precede the date upon which the resolution fixing the record date is adopted
by the Board,and which record date shall not be more than ten(10)days after the date upon which
the resolution fixing the record date is adopted by the Board. If no record date has been fixed by
the Board, the record date for determining Members entitled to consent to corporate action in
writing without a meeting: (i) when no prior action by the Board is required by law, the record
date for such purpose shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery (by hand, or by
certified or registered mail, return receipt requested) to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the Corporation having custody
of the book in which proceedings of meetings of Members are recorded, and (ii) if prior action by
the Board is required by law, the record date for such purpose shall be at the close of business on
the day on which the Board adopts the resolution taking such prior action.
Section 5.12 Matters requiring Member Approval. Except as otherwise required by
law, the Certificate of Incorporation or these Bylaws,the following matters are to be decided by a
vote of the Members entitled to vote and present in person or represented by proxy at a meeting of
the Members:
(a) amendments to these Bylaws in accordance with Section 9.01;
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(b) removal of directors in accordance with Section 3.06;
(c) any matters submitted to a vote of the Members by the Board under Section
146 of the DGCL;
(d) the ratification of "defective corporate acts" (as defined in the DGCL)
requiring ratification of the Members under Section 204 of the DGCL;
(e) amendments to the Certificate of Incorporation;
(f) approval of a merger, consolidation or conversion of the Corporation in
accordance with Chapter 1, Subchapter IX of the DGCL;
(g) a sale, lease or exchange of all or substantially all the Corporation's assets
in accordance with Chapter 1, Subchapter IX of the DGCL; and
(h) dissolution of the Corporation in accordance Section 276 of the DGCL.
ARTICLE VI
OFFICERS
Section 6.01 Positions and Election. The officers of the Corporation shall be elected by
the Board and may include, but not be limited to,a Chair,Vice-Chair,a President,a Secretary,and
a Treasurer. The Board, in its discretion, may also elect one(1)or more vice presidents, assistant
treasurers, assistant secretaries, and other officers designated by the Board. Any two (2) or more
offices may be held by the same person.
Section 6.02 Term. Each officer of the Corporation shall hold office until such officer's
successor is elected and qualified or until such officer's earlier death,resignation,or removal. Any
officer elected or appointed by the Board may be removed by the Board at any time with or without
cause by the majority vote of the members of the Board then in office. The removal of an officer
shall be without prejudice to his or her contract rights, if any. The election or appointment of an
officer shall not of itself create contract rights. Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the president or the secretary. Any such
resignation shall take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt. Except as set forth therein,
the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy
occur among the officers, the position shall be filled for the unexpired portion of the term by
appointment made by the Board.
Section 6.03 The Chair. The Chair or any other person authorized by the Board shall
preside at all Board and Member meetings and shall have the general powers and duties usually
vested in the office of a corporation's chair.
Section 6.04 The President. The President or any other person authorized by the Board
shall have general supervision over the business of the Corporation and other duties incident to the
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office of president, and any other duties as may be assigned to the President by the Board and
subject to the control of the Board in each case.
Section 6.05 The Secretary. The Secretary or any other person authorized by the Board
shall attend all sessions of the Board, and all meetings of the Members, and record all votes and
the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties
for committees when required. He or she shall give, or cause to be given, notice of all meetings
of the Members and meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or the President. The Secretary shall keep in safe custody the seal of the
Corporation and shall have the authority to affix the seal to all documents requiring it and attest to
the same.
Section 6.06 The Treasurer.The Treasurer or any other person authorized by the Board
shall have the custody of the corporate funds and securities, except as otherwise provided by the
Board,and shall keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board,taking proper vouchers
for such disbursements, and shall render to the President and the directors,at the regular meetings
of the Board,or whenever they may require it,an account of all his or her transactions as Treasurer
and of the Corporation's financial condition.
Section 6.07 Duties of Officers May Be Delegated. In case any officer is absent, or for
any other reason that the Board may deem sufficient, the Board or any other person authorized by
the Board may delegate in writing for the time being the powers or duties of such officer to any
other officer. The Board or any other person authorized by the Board,as applicable,shall promptly
deliver a copy of such written delegation to the Secretary or any other person authorized by the
Board for the Corporation's records.
Section 6.08 Representation of Interests of Other Entities. The Chair, the President,
the Secretary or any other person authorized by the Board are authorized to vote, represent, and
exercise on behalf of the Corporation all rights incident to all shares, equity, or voting interests of
any other corporation, limited liability company, or other similar entity, standing in the name of
the Corporation. The authority granted herein may be exercised either by such person directly or
by any other person authorized to do so by proxy or power of attorney duly executed by the person
having such authority.
Section 6.09 Chief Executive Officer and Employee Compensation. Subject to any
policies established by the Board from time to time, compensation of the Corporation's chief
executive officer shall be determined by the Board.Compensation for the Corporation's employees
shall be in accordance with the Annual Budget adopted by the Board under Section 8.02.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
Section 7.01 The Corporation shall have the power to indemnify,to the extent permitted
by the DGCL, any person who was or is a party or is threatened to be made a party to any
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threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative (a "Proceeding") by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Corporation, or is or was serving at the Corporation's
request as a director, officer, employee,or agent of another corporation,partnership,joint venture,
trust, or other enterprise, including service with respect to employee benefit plans, against
expenses(including attorneys' fees),judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any such Proceeding, and to advance
expenses for any Proceeding to the extent permitted by the DGCL. The Corporation shall have the
power to enter into indemnification agreements in furtherance of the general powers granted
hereunder. A right to indemnification or to advancement of expenses arising under a provision of
the Certificate of Incorporation or these Bylaws shall not be eliminated or impaired by an
amendment to the Certificate of Incorporation or these Bylaws after the occurrence of the act or
omission that is the subject of the civil, criminal, administrative or investigative action, suit, or
proceeding for which indemnification or advancement of expenses is sought, unless the provision
in effect at the time of such act or omission explicitly authorizes such elimination or impairment
after such action or omission has occurred.
Section 7.02 Insurance. The Corporation shall purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director,officer,employee or agent of another
corporation,partnership,joint venture,trust or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of his or her status as
such, whether or not the Corporation would have the power to indemnify him or her against such
liability under the provisions of the DGCL; provided such insurance is available on reasonable
terms.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01 Dissolution. The Corporation shall be dissolved upon the election of(i)
three quarters or more of the directors and (ii)three quarters or more of the Members.
Section 8.02 Annual Budget. Prior to the commencement of each calendar year, the
Board shall adopt an annual budget for the Corporation for such year(the"Annual Budget"), and
throughout the calendar year that an Annual Budget covers, the Board shall review the Annual
Budget and make such modifications to it on such a basis as the Board deems appropriate or
necessary.
Section 8.03 Information Rights. The Corporation shall deliver to the Members, as
soon as practicable, but in any event within one hundred fifty (150) days after the end of each
fiscal year of the Corporation, (i) a balance sheet as of the end of such year, and (ii) statements of
income and of cash flows for such year, audited and certified by the Corporation's independent
13 CAN:51698498.14
public accountants.
Section 8.04 Seal. The seal of the Corporation shall be in such form as shall be approved
by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed,
or reproduced or otherwise, as may be prescribed by law, or custom, or by the Board.
Section 8.05 Fiscal Year. The fiscal year of the Corporation shall begin on January 1
and end on December 31 of each year.
Section 8.06 Checks,Notes,Drafts, Etc.All checks, notes, drafts or other orders for the
payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the
Corporation by such officers or persons designated by the Board, or by an officer or officers
authorized by the Board to make such designation.
Section 8.07 Conflict with Applicable Law or the Certificate of Incorporation.These
Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. If these
Bylaws conflict with any applicable law or the Certificate of Incorporation,then the provisions of
applicable law or the Certificate of Incorporation shall control.
Section 8.08 Compliance with Antitrust Laws. Members may be direct competitors in
certain lines of business and therefore it is imperative that they and their representatives act in a
manner that does not violate any state, federal or international antitrust laws and regulations.
Consequently, Members are prohibited from any agreement or discussion directed at entering into
any agreement on costs, prices, quantity or quality of production levels, methods or channels of
distribution, markets, customers or any other topic that may be construed as a violation of
applicable antitrust laws and regulations. Therefore,each Member shall counsel its representatives
on the importance of limiting the scope of their discussions to the topics that relate to the
Corporation's purpose,whether or not they take place during formal meetings, informal gatherings
or otherwise.
Section 8.09 Electronic Notice.Notice given by electronic transmission shall be deemed
given: (a) if by facsimile telecommunication, when directed to a facsimile telecommunication
number at which the Member or director has consented to receive notice; (b) if by electronic mail,
when directed to an electronic mail address at which the Member or director has consented to
receive notice; (c) if by posting on an electronic network together with separate notice to the
Member or director of such specific posting, upon the later of(1) such posting and (2) the giving
of such separate notice; and (d) if by any other form of electronic transmission, when directed to
the Member or director.
ARTICLE IX
AMENDMENTS
Section 9.01 Amendments. These Bylaws may be amended, altered, terminated,
repealed,or waived by the affirmative vote of seventy-five percent(75%)or more of the Members.
* * *
14 CAN:51698498.14
EXHIBIT B
PROGRAM MANUAL
FOR RETURN
COLLECTION
FACILITY (RCF)
OPERATORS
December 2025
LPMA
powered b
1 Interchange 360
1 DEFINITIONS
1.1 Antifreeze- ethylene glycol or propylene glycol used as an engine coolant which is eligible
to receive an RI when collected and delivered to a Registered Processor and/or when
processed by a Registered Processor but does not include antifreeze used for plumbing;
windshield washing; lock de-icing; gasoline or diesel fuel lines; or aircraft de-icing.
1.2 Approved Materials- products and packaging accepted under Interchange 360's Program,
including items listed on the Interchange 360's Applicable Products List, as may be
amended from time to time, including Used Oil and Antifreeze Materials and Automotive
Containers. Materials must meet size and format criteria. Accepted items may vary by
location.
1.3 Automotive Containers - all empty petroleum and automotive product containers up to
and including 15-gallon capacity listed on the Interchange 360's Applicable Products List,
as may be amended from time to time, other than Used Oil and Antifreeze Materials.
1.4 Consumer Returns- material returned to an RCF from a consumer and not Self Generated
Material.
1.5 Diesel Exhaust Fluid (DEF) - a solution used to reduce air emissions from a diesel fuel
engine.
1.6 Do-lt-Yourself or DIY- consumers who purchase their own oil and antifreeze and service
their own vehicles and equipment. These consumers include private motorists, farmers and
small commercial generators such as fishers and loggers.
1.7 Eco-modulated Fees - adjustments to producer responsibility dues/fees that reward
sustainable packaging design (e.g. recyclability, recycled content) or penalize less
sustainable choices and encourages environmentally responsible practices.
1.8 Filter - all spin-on or element style fluid filters that are used in hydraulic, transmission or
internal combustion engine applications or a filter that is used for oil, diesel fuel, storage
tank fuel, coolant, household furnace oil, locomotive fuel, a sump type automatic
transmission or an oil/air separator, but does not include any Ineligible Materials, filters for
gasoline, air filters, household furnace air filters and sock-type filters.
1.9 Generator - the user of Lubricating Oil, Antifreeze, DEF, Filters and/or Automotive
Containers who, through normal application of these products, generates Approved
Materials.
1.10 Ineligible Materials- Used Oil and Antifreeze Materials or Automotive Containers that are
not eligible for RI under the Program as prescribed by Interchange 360 from time to time,
and includes all material for which a Producer Responsibility Due/Fee is not remitted by a
supplier or received from Transporters not registered with Interchange 360.
1.11 Interchange 360 - the Lubricants Packaging Management Association, and/or any of its
subsidiaries, as applicable.
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1.12 Lubricating Oil - (a) a petroleum-derived or synthetic oil that is used for the purposes of
hydraulic applications, insulation, lubrication or heat transfer, such as crankcase oil, engine
oil, gear oil, hydraulic fluid, transmission fluid and heat transfer fluid, or (b) any other fluid
used for lubricating purposes in machinery or equipment.
1.13 Oil and Antifreeze Containers- all empty containers with a capacity of 15 gallons or less
that are manufactured and used for the purpose of containing Lubricating Oil, Antifreeze,
DEF or related fluid.
1.14 Used Oil and Antifreeze Materials- Used Lubricating Oil, Antifreeze, DEF, Filters, and Oil
and Antifreeze Containers after they have been used for their initial purpose but does not
include Ineligible Materials.
1.15 Processing Incentive- an incentive payment made by Interchange 360 to Processors for
the processing by Processors of Approved Materials to an approved End-Market.
1.16 Producer- a producer as defined in the EPR law or regulation applicable to the relevant
Program, as may be amended from time to time.
1.17 Producer Responsibility Due/Fee - any fees or other dues payable by a Producer in
respect of the Program in the amounts set out in Interchange 360's Fees/Dues Schedule
on Interchange 360 Website, as may be amended from time to time, and includes any Eco-
modulated Fees.
1.18 Program- Interchange 360's EPR plan or program in the relevant state, as applicable.
1.19 Return Collection Facility(RCF) - an Interchange 360-registered facility that that agrees
to receive Approved Materials from Do-It-Yourself consumers at no charge.
1.20 Return Collection Facility Payment(RCFP)- an Incentive payment made by Interchange
360 to registered RCF operators.
1.21 Return Incentive (RI) - means Transportation Incentives and/or Processing Incentives
under the Manual for Registered Processors & Transporters.
1.22 Self Generated Material- Approved Materials that is generated by the RCF as part of its
service business (e.g. garages, lube shops).
1.23 State Agency- a government authority at the state level responsible for implementing and
enforcing EPR laws and regulations relevant to the Program.
1.24 Transporter- a carrier registered with Interchange 360 that picks up Approved Materials
from RCFs and/or generators and delivers them to a Processor registered with Interchange
360.
1.25 Used Antifreeze - automotive Antifreeze after it has been used for its initial purpose but
does not include Ineligible Materials.
1.26 Used Oil- Lubricating Oil after it has been used for its initial purpose but does not include
Ineligible Materials.
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Interchange 360—Return Collection Facility(RCF)Operators Manual(December 2025)
1.27 Used Oil and Antifreeze Materials- Used Lubricating Oil, Antifreeze, DEF, Filters, and Oil
and Antifreeze Containers after they have been used for their initial purpose but does not
include Ineligible Materials.
2 PROGRAM PURPOSE
2.1 Generally under applicable EPR state laws and regulations, all Producers (including
Generators) are required to comply with the EPR laws and regulations directly or by
participating in a program approved by the relevant state agency. The Program described
herein is developed by Interchange 360 in order to comply with and/or meet the intent of
the applicable state laws and regulations.
2.2 The purpose of the Program is to:
a) ensure that there are sufficient RCFs across relevant states for DIY consumers to
take back their Approved Materials for processing at no charge to the DIY consumer.
b) require the responsible environmental handling and disposal of Approved Materials
through the exercise of active product stewardship, which includes landfill diversion
and recycling of Approved Materials using environmentally acceptable options; and
c) support the responsible collection, transportation, storage, processing, and disposal
of Approved Materials, having regard to general conservation, public education, the
reduction of waste, and use of economic, efficient and environmentally conscious
methods of handling and disposing of Approved Materials.
2.3 The Program will not support or fund any use or disposal of Ineligible Materials, including
Oil Materials used in road oiling, landfilling, oil furnaces, or such other uses or materials that
from time to time may be prohibited by any applicable legislation, bylaw, regulation or
enactment.
2.4 Interchange 360 is not a regulatory authority and will not become involved in, own or control
collection and recycling facilities, or companies or businesses which are Transporters or
Processors. Interchange 360 will solely provide an administrative function which will
encourage increased collection and recycling activity within relevant states through the
administration of incentive-based programs.
3 INCENTIVE PAYMENTS TO RCF OPERATORS
3.1 RCFPs shall be paid by Interchange 360 to RCF operators in the sole discretion of
Interchange 360 and in accordance with the Program.
3.2 RCF operators are paid RCFPs in the agreed upon amount per pound for all Approved
Materials generated at their site and dropped off by DIY consumers if they are registered
with Interchange 360 and collect Approved Materials at no charge.
3.3 RCFPs are paid to RCF operators by Interchange 360 twice per year, for the January 1st to
June 30th period and for the July 1st to December 31 period.
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Interchange 360—Return Collection Facility(RCF)Operators Manual(December 2025)
3.4 Interchange 360 may withhold, delay, or reduce any particular RCFP if there is a breach of
any term, condition or provision of the Program or if an RCF operator is not in compliance
with any requirement of the Program or reasonable requirement of Interchange 360.
3.5 Interchange 360 may withhold, delay or reduce any particular RCFP if Interchange 360
determines that an audit of the supporting information for the claim is required before
payment can be made.
3.6 All RCFPs paid by Interchange 360 in error or under any false or misleading claim are held
in trust by the payee for the benefit of Interchange 360 and are to be returned to Interchange
360 immediately upon request.
4 ELIGIBILITY
4.1 In order to be eligible to receive RCFPs from Interchange 360, RCF operators must meet
the following requirements:
a) register with Interchange 360, using the approved registration form provided by
Interchange 360.
b) ensure that the Approved Materials it generates at its site or dropped off by DIY
consumers are picked up by Interchange 360-registered Transporters.
c) make a claim for payment for the collection of Approved Materials using an RCF
Claim Form.
d) RCF Claim Forms must provide information about the location, dates, volumes and
calculations for the pick-up of Approved Materials by an Interchange 360-registered
Transporter. Information about the volume of Approved Materials shall include both
amounts that are generated by the RCF operator and those dropped off by DIY
consumers.
e) to enable Interchange 360 to verify the volumes submitted for RCFPs, copies of Bills
of Lading (BOLs) must be included with the RCF Claim Forms. BOLs are provided to
RCF operators by Interchange 360-registered Transporter at the time the Approved
Materials are picked-up.
4.2 For facilities that collect DIY Consumer Returns and Self Generated Material, the Consumer
Return portion can be demonstrated by:
a) Providing a consumer drop-off log with volumes, names and addresses and
signatures (see Consumer drop-off form). After hours consumer drop offs should be
prevented, however, if the consumer is not identifiable, there are instructions on the
form on how to complete the form.
b) Calculating the consumer drop-off volume by subtracting the volume of vehicle
servicing from the total Transporter Bill of Lading.
c) Using another method approved by Interchange 360's Chief Executive Officer
(please provide full details for review and approval).
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Interchange 360-Return Collection Facility(RCF)Operators Manual(December 2025)
4.3 In order to be eligible to receive RCFPs, RCF operators must be registered with the Program
in accordance with Section 5. For clarity, facilities that verbally agree to be RCFs but that
are not registered with the Program are not eligible to receive RCFPs. In considering
applications for the registration of new RCFs, preference will be given to entities that sell
large quantities of Approved Materials to DIY consumers, and to local governments and
non-for-profit organizations who develop a one-stop point of drop-off for a wide range of
recyclables. Interchange 360 will only grant approval to entities seeking approval as
registered RCFs if Interchange 360 believes, in its sole discretion, that there is a need for
an additional RCF in that community.
4.4 In order to receive RCFPs, Interchange 360 must receive an RCF operator's RCF Claim
Forms by no later than July 31st for the January 1st to June 30th period and no later than
January 31st for the July 1st to December 31st period. RCF Claim Forms received by
Interchange 360 after these deadline dates will not be eligible for RCFPs for such pay
periods.
5 REGISTRATION
5.1 To register with Interchange 360, RCF operators must complete and submit the RCF
Registration Form. Verbal agreement to become an RCF is not, in and of itself, sufficient
for registration under the Program. All requirements outlined in the application for
registration shall be supplied by the applicant and shall be complete. Registration of RCFs
is made in Interchange 360's sole discretion.
5.2 As RCFPs are made electronically, all RCF registrations must be accompanied with a
signed EFT Agreement and a void cheque or ABA routing number, SWIFT code (if
applicable) and account number.
5.3 Incomplete applications for registration shall not be approved by Interchange 360.
5.4 Accepted or approved applicants shall be advised of the registration number assigned by
Interchange 360.
5.5 Registrations may be revoked at any time by Interchange 360 for any of the following
reasons:
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Interchange 360—Return Collection Facility(RCF)Operators Manual(December 2025)
f) failure of an RCF operator to meet or abide by the Program, policies, rules or
procedures of Interchange 360;
g) failure of a RCF operator to collect Approved Materials from the DIY consumer;
h) failure of RCF operator to comply with any law, legislation, regulation, judicial order,
permit, license or agreement;
i) false or misleading information being provided by the RCF operator to Interchange
360, its agents or employees;
j) the RCF operator ceases to carry on business as such; or
k) bankruptcy or insolvency of the RCF operator.
5.6 Registration by Interchange 360 is in no way an approval of the RCF operator by
Interchange 360 other than for the purpose of becoming eligible to apply for RCFPs under
the Program. Information collected by Interchange 360 for the purpose of registration is
solely to verify proper payment of incentives under the Program.
5.7 Registration under the Program cannot be transferred upon the sale, assignment or transfer
of the business of an RCF operator. Any change to the ownership structure or control of the
RCF operator automatically results in a suspension or cancellation of registration with
Interchange 360 unless prior written notice has been received by Interchange 360 and a
new application for registration has been submitted and accepted by Interchange 360.
6 RECORDS AND FOLLOW-UP
6.1 To ensure that the RCF list is current, Interchange 360 contacts each RCF operator
annually in order to determine if it continues to collect Approved Materials at no charge from
the DIY consumer. This information is documented in weekly reports and a database
containing all RCF operators is updated based on the information contained in such reports.
6.2 Interchange 360 maintains the right to require further or more complete information from
any RCF operator claiming an RCFP under the Program or from an RCF operator applying
for registration under the Program.
6.3 All RCF operators shall complete registration forms and RCF Claim Forms in the form and
manner prescribed by Interchange 360.
7 NO LIABILITY
7.1 Interchange 360 administers the Program for the purposes described herein, and
Interchange 360 shall not be liable for any loss, damage or claim as a result of any payment
or non-payment, registration or non-registration or non-acceptance of an RCFP claim, for
any reason whatsoever. For greater certainty, Interchange 360 shall not be liable for any
loss, damage, claim, cost, expense, liability or charge for any cause attributable to any DIY
consumer, RCF operator, Transporter or Processor or in relation to any Approved Materials,
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including without limitation, the generation, storage, transportation, processing or use
thereof.
8 INDEMNITY
8.1 In consideration of receiving RCFPs under the Program, each RCF operator who is
registered with Interchange 360 is and shall be liable for, and does hereby indemnify and
hold harmless Interchange 360, its subsidiaries and affiliates, and their respective directors,
officers, employees and agents from and against any and all liabilities, actions, causes of
action, damages, claims, losses, costs, penalties, demands, suits, proceedings and
expenses whatsoever (including without limitation, the full amount of all legal fees and
expenses of a solicitor and his own client basis and consultants'fees and expenses) which
may be paid by, incurred by or asserted against any RCF operator as the case may be
arising out of:
a) the death or bodily injury of any agent, employee, customer business invitee or
business visitor of the RCF operator as the case may be;
b) the damage, loss or destruction of any real or personal property owned or leased by
the RCF operator as the case may be;
c) the violation by the RCF operator as the case may be of any laws, legislation or
regulations;
d) any error, act or omission, or conduct or misconduct(whether negligent or otherwise)
which is in breach of the Program by the RCF operator as the case may be;
e) any legal or administrative action, proceeding, investigation, demand, claim, or notice
of any third party, including without limitation any governmental authority, against any
RCF operator as the case may be pursuant to or under any environmental laws; or
f) any release or alleged or potential release of any hazardous substance, Approved
Materials, Residual or contaminant into the environment.
9 TERMINATION
9.1 Interchange 360 may cease funding to an RCF operator without cause by giving six (6)
months' notice to the RCF operator and, upon termination the RCF operator is entitled to
be compensated in accordance with the terms of the Program such that any amounts due
under the Program up to the effective date of the termination will remain payable to the RCF
operator.
9.2 An RCF operator's participation in the Program may be terminated by mutual consent of
the parties evidenced in writing.
9.3 In the event that the RCF operator suffers any damages of any kind whatsoever resulting
from the termination of its registration in the Program the only claim of any kind that the
RCF operator may make against Interchange 360 is for liquidated damages in the sum of
one dollar ($1.00).
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Interchange 360—Return Collection Facility(RCF)Operators Manual(December 2025)
PROGRAM MANUAL FOR RETURN COLLECTION FACILITY (RCF) OPERATORS
COLORADO PUBLIC RCF ADDENDUM
WHEREAS the Program Manual for Return Collection Facility (RCF) Operators (the "RCF
Manual") requires RCF operators to provide certain indemnities to Interchange 360, its
subsidiaries and affiliates, and their respective directors, officers, employees, and agents, as
further set out in Section 8 of the RCF Manual;
AND WHEREAS some RCF operators are subject to Colo. Const. art. 11, §1, as agencies of the
State of Colorado or a county, city, town, township, or school district ("Public RCF Operator");
AND WHEREAS Colo. Const. art. 11, §1 prohibits Public RCF Operators from becoming
responsible for any debt, contract or liability of any person, company or corporation, public or
private, in or out of the state;
This Addendum amends the RCF Manual as follows:
1 DEFINITIONS
Capitalized terms in this Addendum have the same meanings provided in the RCF Manual, unless
a different definition is expressly provided in this Addendum, in which case the definition set forth
in this Addendum will apply solely with respect to the Program in the State of Colorado.
2 APPLICATION
This Addendum applies to Public RCF Operators only.
3 AMENDMENTS
Notwithstanding anything else to the contrary in the RCF Manual, Section 8 of the RCF Manual
does not apply to Public RCF Operators only to the extent that such application would conflict
with Colo. Const. art. 11, §1.
4 EFFECT OF ADDENDUM
Except as expressly amended by this Addendum, the terms of the RCF Manual shall remain in
effect, are incorporated herein, and shall continue to apply to Public RCF Operators. Any
inconsistency that may arise between any term of the RCF Manual and a term in this Addendum
shall be resolved in favor of the terms of this Addendum without exception.
Interchange 360 is a trademark used by Lubricants Packaging Management Association
(LPMA)
Interchange 360 — Return Collection Facility (RCF) Operators Manual — Colorado Public RCF
Addendum
EXHIBIT C
LPMA
1 In[erchange360
LUBRICANTS PACKAGING
MANAGEMENT ASSOCIATION
Participation Agreement
Colorado
JULY 15, 2025
1. Interpretation
1.1 In this Agreement,unless the context otherwise requires:
(a) "Act"means the Colorado"Producer Responsibility Program for Statewide Recycling Act"(ss25-
17-701 though 25-17-176,C.R.S.),as may be amended from time to time.
(b) "Agreement"means this Participation Agreement.
(c) "Brand" means any mark, word, name, symbol, design, device or graphical element, or a
combination thereof, including a registered or unregistered trademark,that identifies a Product
and distinguishes the Product from other products.
(d) "Business Day"means any day otherthan a Saturday,Sunday,State of Colorado holidays or federal
legal holidays.
(e) "Consumer"means any Person who receives Program Materials in connection with a Product the
State and is located at a location in the State as identified in the Plan.
(f) "Internet Transaction"is defined in section 6.1(b).
(g) "LPMA"means the Lubricants Packaging Management Association.
(h) "Notice"is defined in section 7.1.
(i) "Packaging Material"means any material,regardless of recyclability,that is intended for single or
short-term use and is used for the containment,protection,handling,or delivery of Products to
the Consumer at the point-of-sale,including through an Internet Transaction."Packaging Material"
includes paper,plastic,glass,metal,cartons,flexible foam,rigid packaging,or other materials or
combination of these materials."Packaging Material"does not include:
(i) Packaging Materials used solely in transportation or distribution to non-Consumers;
(ii) Packaging Materialsfor Products used solely in business-to-business transactionswhere
a Product is not intended to be distributed to the end Consumer; and
(iii) Packaging Materialsthat are used for Products sold or distributed outside the State; or
any statutorily-exempt materials listed in section 18.3.2 of the Regulation.
(j) "Participant"means the undersigned Producer who is a participant in the Program pursuant to
this Agreement.
(k) "Person"means any individual,public or private corporation,partnership,association,firm,trust
or estate,franchisee or franchisor;or any other legal entity whatsoever which is recognized by law
as the subject of rights and duties.
(I) "Plan"means the plan for the operation and administration of the Program,as may be amended
from time to time.
(m) "Producer"means,in relation to a Person:
1
(i) (1) if the Product is sold or distributed in the State under the manufacturer's own
Brand or is sold or distributed in the State using Program Materials that lack
identification of a Brand,the Person that manufactures the Product;
(2) if the Product is manufactured by a Person other than the Brand owner,the
Person that is the licensee of a Brand or trademark under which a packaged
Product is sold or distributed in the State,whether or not the trademark is
registered in the State; or
(3) if there is no Person described in sections1.1(m)(i)(1)or 1.1(m)(i)(2),within the
United States,the Person that imports the Product using Program Materials
into the United States for use in a commercial enterprise that sells or
distributes the Product in the State;
(ii) for the purposes of Products that are sold or distributed in the State through an Internet
Transaction:
(1) the Producer of the Program Material used to directly protect or contain the
Product; and
(2) for the purposes of Program Material used to ship a Product to a Consumer,
the Person that packages or ships the Product to the Consumer.
"Producer"does not include any category of producer exempt from the requirements of the Act
pursuant to section 713 of the Act,including,but not limited to:
(iii) Entities that meet the small business dollar limitation criteria established under
Section 1.8.2 of the "Solid Waste Regulations"(6 CCR 1007-2, Part 1);
(iv) A Person that has used less than one ton of Program Materials for Products sold or
distributed within or into the State during the prior calendar year;
(v) The State or a local government(as defined in the Regulation);
(vi) A nonprofit organization; and
(vii) An agricultural employer,as defined in the "Labour Peace Act", section 8-3-104 (1),
C.R.S.(2024),regardless of where the agricultural employer is located,with less than
five million dollars in realized gross total revenue in the State from Consumer sales of
agricultural products sold under the Brand name of the farmer,egg producer,grower,
or individual grower cooperative.
(n) "Producer Responsibility Dues"means any producer responsibility dues payable by a Participant
in respect of Program Materials in the amounts set out in the LPMA Fees/Dues Schedule,as posted
on the LPMA website,as determined from time to time by the LPMA's Board of Directors.
(o) "Product" means an economic good that is distributed, marketed or sold to a Consumer.
"Product"includes such materials sold in bulk for use at a later time in containing,protecting,
delivering,or presenting items.
(p) "Program"means the producer responsibility program respecting Program Materials operated
and administered in the State in accordance with the Plan.
2
(q) "Program Material"means a Packaging Material used in respect of the Products identified in the
LPMA Applicable Products List as posted on the LPMA website,as determined from time to time
by the LPMA's Board of Directors.
(r) "Proprietary Information"is defined in section 4.1.
(s) "Regulation"means the"Producer Responsibility Regulations"(6 CCR 1007-2,Part 1,Section 18),
as may be amended from time to time.
(t) "Rules" means any of the LPMA's and/or a Subsidiary's plans,policies,procedures,fees/clues
schedules,bylaws,or other terms or conditions governing the Plan,the Program or the Participant,
as each may be amended from time to time by the LPMA's Board of Directors,setting out the
terms and conditions of the Program.
(u) "State"means the State of Colorado.
(v) "Subsidiary"means any corporation or other unincorporated entity of which LPMA possesses,
directly or indirectly,the power to direct or cause the direction of the management and policies
of that corporation or unincorporated entity,whether through ownership of voting securities;
membership in an unincorporated entity;the power to appoint or remove members of such
corporation or unincorporated entity's board of directors; by contract or otherwise.
1.2 Words importing the singulargender include the plural and vice versa;words importing gender include the
masculine,feminine and neuter gender; words importing Persons include individuals,bodies corporate,
partnerships,and unincorporated organizations.
2. Terms of Participation
2.1 The Participant acknowledges that it is a Producer and is hereby permitted to participate in the Program
pursuant to this Agreement in accordance with the Plan.
2.2 The Participant in consideration of being permitted to become a Participant in the Program,hereby agrees:
(a) To comply with this Agreement,the Plan and any Rules applicable to the Program;
(b) To pay to the LPMA any Producer Responsibility Dues set out on the Fees/Dues Schedule for each
Program Material in respect of which the Participant is a Producer.Producer Responsibility Dues
include the dues for planning and implementation of the Program and notwithstanding the date
the Participant accepts this Agreement for participation in the Program,such dues shall be payable
from the respective effective date for each set out on the Fees/Dues Schedule; and
(c) To comply provide information to the LPMA in accordance with section 5;
(d) That the LPMA has the authorityto make Rules,policies or procedures in relation to the Plan,the
Program,and any Products or Program Materials.The Participant agrees to be bound by any
applicable Rules,policies or procedures applicable to it and made by LPMA so long as such Rules,
policies,or procedures comply with applicable state and/or federal law. This Agreement and/or
LPMA's Rules may be amended from time to time by the LPMA's Board of Directors.
3
2.3 The Participant shall not charge any kind of point-of-sale or point-of-collection fee to Consumers in respect
of Program Materials.
3. Term and Termination
3.1 Term. Participant agrees that upon the Participant's delivery to the LPMA of a copy of this Agreement
executed by an authorized signing officer of the Participant, the term of this Agreement and the
Participant's participation in the Program will commence on the Participant's receipt of written
confirmation from the LPMA that the Participant has been approved,at the LPMA's sole discretion,to
participate in the Program,and will continue thereafter for a period of 1 year.Thereafter,this Agreement
and the obligations flowing therefrom shall automatically renew for successive 1-year terms on the
anniversary date of the approval of the Participant's participation in the Program, unless the Participant
gives written Notice ofterminationto the LPMAat least 60 days prior to the end of the then current term.
3.2 Termination.
(a) Where the Participant has given written Notice of its intention to terminate this Agreement in
accordance with the notice period above,this Agreement shall terminate at the end of the then
current term.
(b) The LPMA may terminate this Agreement immediately by written Notice to the Participant:
(i) if the Participant ceases to carry on business; or
(ii) if the Participant fails to comply with the LPMA's Rules and termsof this Agreement and
such failure remains after 30 days of from the deliveryof a Notice of non-compliance to
the Participant by the LPMA.
4. Confidentiality
4.1 "Proprietary Information"means information that, if made public would divulge competitive business
information or trade secrets of the entity that developed the information;or would reasonably hinder the
entity's competitive advantage in the market.The term"trade secret"as used in this definition has the
same meaning as in section 7-74-102(4),C.R.S.
4.2 The LPMA shall:
(a) Keep confidential any properly identified Proprietary Information provided by the Participant;and
(b) Exclude from release to the public or any unauthorized entity any properly identified Proprietary
Information provided by the Participant to the LPMA in the Plan.
4.3 Burden to demonstrate information is proprietary. The Participant submitting the information to the
LPMA:(a)has the burden to identifyand demonstrate thesubmitted information is Proprietary Information
at the time of submission; and (b) must describe with particularity which information it considers
Proprietary Information and why. If part of a document is Proprietary Information and part is not, the
Participant must submit two copies of the document, one unredacted and marked confidential and one
4
redacted.The LPMA need only protector withhold Proprietary Information clearly and properly identified
at the time of submission.
5. Recordkeeoina.Production of Records,and Audits
5.1 Dutyto preserve and maintain records.The Producer must preserve all books and records in accordance
with State and federal laws.The Producer must maintain all documents and records necessaryto determine
compliance with the Program fora period of 5 years.Such records must be open to inspection by the LPMA
at any time.
5.2 Duty to produce records.If requested by the LPMA the Producer must submit documents and records to
the LPMA within 10 Business Days. The Producer must submit documents and records related to the
calculation and payment of Producer Responsibility Dues,recycling rates,collection rates,post consumer-
recycled-content rates(as such terms are defined in the Regulation),and any other materials necessary for
to determine compliance with the Program to the LPMA within 10 Business Days.
5.3 Material Audits.The Producer agrees that the LPMA may,from time to time, audit the records of the
Producer,through the use of a firm of chartered accountants with respect to the sale and/or supply of
Program Materials.Audits may include random bale tracking to verify chain of custodyof materials.Audits
must demonstrate and certify that the end markets meet the standards of"responsible"as defined by the
Producer Responsibility Act. The LPMA must indicate what information is requested to be deemed
confidential.
6. Order of Producer Obligation
6.1 Responsibilityof a Producer to pay Producer Responsibility Dues in respect of Program Materials in respect
of a Product first sold or distributed in the State, in the following order of precedence (except for
section 6.1(c)):
(a) Producers of Products Using Packaging Materials
(i) The Brand owner of the Product directing or performing the manufacturing of the
Program Material used for the Product;
(ii) If section 6.1(a)(i)does not apply,then the Brand or trademark licensee of the Product
directing the manufacturing of the Packaging Material used for the Product;
(iii) If there is no identified Brand on the Packaging Materials and neither sections 6.1(a)(i)
nor 6.1(a)(ii)applies,then the manufacturer of the Product using Program Materials; or
(iv) If sections 6.1(a)(i)through 6.1(a)(iii)do not apply,then the importer into the United
States of the Product using Program Materials.
(b) Producers of Packaging Materials Used in Internet Transactions
"Internet Transactions"involve two obligated Producers,both who are equally obligated:
(i) Producers of Packaging Material used to protect or contain the Product(follow
determination in section 6.1(a)); and
(ii) Producers of Packaging Material used to ship the Product to the Consumer(follow
determination in section 6.1(a)).
5
(c) Producers of Any Other Program Materials
For any other Producers of Program Materials not obligated in sections 6.1(a)through 6.1(b)the
Producer is the Person that first distributes the material in or into the State. If a Product has two or more
items that are associated with different Brands and are marketed in a single package,the Producer is the
Brand who is contracting the manufacturing of the Product using Packaging Materials following the order
of obligation in section 6.1(a).Where the Producer is a business operated wholly or in part as a franchise,
the Producer is the franchisor,if that franchisor has franchisees that operate in Colorado.
7. General
7.1 Notice.All notices,requests,consents,claims,demands,waivers,and other communications hereunder
(each a "Notice")shall be in writing and is deemed to have been given:
(a) when received by the addressee if sent by a nationally recognized overnight courier (receipt
requested);
(b) on the date sent by e-mail if sent during normal business hours of the recipient,and on the next
Business Day is any day that if sent after normal business hours of the recipient; or
(c) on the third day after the date mailed,by certified or registered mail, return receipt requested,
postage prepaid.
7.2 Notices shall be delivered to a party at the address for Notice it designates from time to time by Notice
delivered to the other Party or,if a party has notdesignated an address for Notice,to last known registered
office address on the public records for such party.
7.3 Assignment.In order to facilitate the management and administration of the Program,or as may otherwise
be requiredfor compliance with local or state-level laws,LPMA reserves the right to:assign any of its rights
arising under this Agreement,any Plans or Rules,in whole or in part,to a Subsidiary,including,but not
limited to,the creation,management and administration of any Plan or Rule or the collection of any dues,
or other amounts owing by the Participant to LP MA,subject to thirty(30)days advance written Notice of
the assignment to the Participant.The Participant agrees to be bound by and comply with any such Plans
or Rules,or parts of them,that are created,managed administered,delegated to,or otherwise carried out
by a Subsidiary.
7.4 Severability.
(a) If any provision of this Agreement(or part of any provision)is or becomes illegal,invalid or
unenforceable,the legality,validity and enforceability of any other provision of this Agreement
shall not be affected.
(b) If any provision of this Agreement(or part of any provision)is or becomes illegal,invalid or
unenforceable butwould be legal,valid and enforceable if some part of it was deleted or modified,
the provision or part-provision in question shall apply with such deletions or modifications as may
be necessary to make the provision legal,valid and enforceable.In the event of such deletion,the
parties shall negotiate in good faith in orderto agree the terms ofa mutually acceptable alternative
provision in place of the provision so deleted.
6
7.5 No assignment by Participant.The Producer shall not assign or otherwise transferthis Agreement without
the prior written consent of the LPMA.
7.6 No partnership.Nothing in this Agreement is intended to,or shall be deemed to,establish any partnership
or joint venture between any of the parties.
7.7 No waiver.No waiver underthis Agreement is effective unlessit is in writing,identified as a waiver to this
Agreement and signed by the party waiving its right.Any waiver authorized on one occasion is effective
only in that instance and only for the purpose stated, and does not operate as a waiver on any future
occasion.
7.8 Counterparts.Transmission of an executed copy of this Agreement by email(in PDF)or otherelectronicor
digital transmission (including by transmission over an electronic signature platform acceptable to the
LPMA such as DocuSign or the equivalent thereof)shall take effect as the transmission of an executed by
handwritten signature of this Agreement.
7
Interchange 360 Applications for North and
South Weld County
Final Audit Report 2026-03-16
Created: 2026-03-16
i
By: Houstan Aragon(haragon@weld.gov)
Status: Signed
Transaction ID: CBJCHBCAABAADnIr6cW3_zGUHeJLjN5BzpV5Wc3g7kyG
"Interchange 360 Applications for North and South Weld County"
History
Document created by Houstan Aragon (haragon@weld.gov)
2026-03-16-3:32:28 PM GMT-IP address:204.133.39.9
Document emailed to Scott James (sjames@weld.gov)for signature
2026-03-16-3:34:30 PM GMT
Email viewed by Scott James (sjames@weld.gov)
2026-03-16-3:52:35 PM GMT-IP address:204.133.39.9
Signer Scott James (sjames@weld.gov) entered name at signing as Scott K. James
2026-03-16-3:53:08 PM GMT-IP address:204.133.39.9
Document e-signed by Scott K. James (sjames@weld.gov)
Signature Date:2026-03-16-3:53:10 PM GMT-Time Source:server-IP address:204.133.39.9
t' Agreement completed.
2026-03-16-3:53:10 PM GMT
..
)
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Contract Form
Entity Information
Entity Name* Entity ID* New Entity? Please use the job
INTERCHANGE 360 CUS-000604 aid linked here to add a
supplier in Workday.
Contract Name* Contract ID Parent Contract ID
REGISTER WITH INTERCHANGE 360 AS A PETROLEUM 10373
RELATED CONTRACTOR RECYCLER Requires Board Approval
Contract Lead* YES
Contract Status BFRITZ
CTB REVIEW Department Project #
Contract Lead Email
bfritz@weld.gov;Health-
Contracts@weld.gov
Contract Description*
REGISTER WITH INTERCHANGE 360 AS A PETROLEUM RELATED CONTRACTOR RECYCLER
Contract Description 2
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT HEALTH Date* 02/14/2026
02/18/2026
Amount* Department Email
$0.00 CM-Health@weld.gov Will a work session with BOCC be required?*
NO
Renewable* Department Head Email
NO CM-Health- Does Contract require Purchasing Dept. to be
DeptHead@weld.gov included?*
Automatic Renewal
NO
County Attorney
Grant GENERAL COUNTY
IGA ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTORNEY@WEL
D.GOV
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date Review Date* Renewal Date
12/01 /2026
Termination Notice Period Expiration Date*
Committed Delivery Date 03/01 /2027
Contact Information
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
JASON CHESSHER CHRIS D'OVIDIO BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
03/10/2026 03/11 /2026 03/11 /2026
Final Approval
BOCC Approved Doc ID#
AG 031626
BOCC Signed Date
Originator
BOCC Agenda Date BFRITZ
03/16/2026
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