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Home My WebLink About20153897.tiff RESOLUTION RE: APPROVE COLORADO ARCHITECTURAL PAINT MANAGEMENT RECOVERY PROGRAM AGREEMENT AND AUTHORIZE CHAIR TO SIGN - PAINTCARE, INC. 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 a Colorado Architectural Paint Management Recovery Program Agreement between 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, and PaintCare, Inc., commencing upon full execution of signatures, and ending with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, 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 Colorado Architectural Paint Management Recovery Program Agreement between 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, and PaintCare, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of December, A.D., 2015. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CO ORADO Cam( ATTEST: d' �/• arbara Kirkmeyer Chair Weld Co my Clerk to the Bj , \1a� EXCUSED Mike Freeman, Pro-Tern BY: /� , 'F/• ,�S'� Deputy CI: k to the ar4l„ ►�`c �� 1 4 Sean P. Con y - Zyn/ AP D A M: ' rw... C Gf-G (./1 fi Julie A. Cozad County Attorney EXCUSED 01-14 Steve Moreno Date of signature: /A2-04' 2015-3897 HL0047 Memorandum X1861. r.' — TO: Rafaela, Deputy Clerk to the Board FROM: Skye Turchado Department of Public Health & Environment DATE: December 2, 2015 SUBJECT: Routing Request— BOCC Agenda The following documents have been approved for placement on the Board's meeting agenda for the Board's final approval and the Chair's signature. We would like to have these items placed on the Board's agenda for Monday, December 14, 2015. NEW BUSINESS: 2 Original(s): Paint Management Agreement with PaintCare, Inc. Original(s): Original(s): Original(s): Keywords listed in Tyler that would be helpful CONSENT AGENDA: to the Health Dept.: "paint disposal", "household hazardous waste", Original(s): "paint recovery program", "paint management agreement", "PaintCare" Original(s): Original(s): Original(s): Once signed by the Chair, please return the original, signed documents to my attention. If you have any questions, or if you require anything further in this regard, please let me know. I can be reached at Extension 2102 or via email. As always, thank you for all of your help with processing our paperwork with the Board. Memorandum _ � 1 TO: Barbara Kirkmeyer, Chair N T Y Board of County Commissioners _GOUFROM: Mark E. Wallace, MD, MPH, Executive Director Department of Public Health & Environment DATE: December 2, 2015 SUBJECT: Contract with PaintCare, Inc. for the Household Hazardous Waste (HHW) Program For the Board's review and approval is a contract between PaintCare, Inc. and the Board of County Commissioners of Weld County for the use and benefit of the Weld County Department of Public Health and Environment (WCDPHE) for the disposal/reuse of collected paint in the Household Hazardous Waste program. The term is of the initial contract is for two years with automatic renewals for one year terms thereafter. Senate Bill 14-029 set forth the establishment of a paint stewardship program for the environmentally sound disposal of postconsumer architectural paint and is funded by a surcharge on all paint sold in Colorado. PaintCare has been selected by the State to oversee this program. PaintCare is responsible for establishing locales across the state for the collection of paint for reuse, recycling, and/or disposal. Those locales consist mainly of retail paint distributors and HHW programs. PaintCare has requested to contract with Weld County to fulfill their obligations in this area. This contract was approved for placement on the agenda by the Board via pass-around dated November 18, 2015. I recommend approval of this contract with PaintCare, Inc. BOARD OF COUNTY COMMISSIONERS PASS-AROUND REVIEW/WORK SESSION REQUEST RE: Contract with PaintCare for the Household Hazardous Waste (HHW) Program DEPARTMENT: PUBLIC HEALTH & ENVIRONMENT DATE: November 18, 2015 PERSON REQUESTING: Mark E. Wallace, MD, MPH, Executive Director Brief description of the problem/issue: For the Board's review and approval is a contract between PaintCare, Inc. and the Board of County Commissioners of Weld County for the use and benefit of the Weld County Department of Public Health and Environment (WCDPHE) for the disposal/reuse of collected paint in the Household Hazardous Waste program. The term is of the initial contract is for two years with automatic renewals for one year terms thereafter. Assistant County Attorney Frank Haug has reviewed this contract and it meets with his approval. Senate Bill 14-029 set forth the establishment of a paint stewardship program for the environmentally sound disposal of postconsumer architectural paint and is funded by a surcharge on all paint sold in Colorado. PaintCare has been selected by the State to oversee this program. PaintCare is responsible for establishing locales across the state for the collection of paint for reuse, recycling, and/or disposal. Those locales consist mainly of retail paint distributors and HHW programs. PaintCare has requested to contract with Weld County to fulfill their obligations in this area. What options exist for the Board? 1. Approve the contract with PaintCare to cover the cost of disposal/reuse of all latex and flammable paints collected through the HHW program. This will result in a cost savings of approximately $30,000 plus revenue of approximately $2,000 from paint that is redistributed through our Drop-n-Swap program. 2. Continue operating as is. Paint disposal is included in the HHW program budget, funded by the county's solid waste fund (surcharge to the landfill tipping fees). Average annual cost for paint disposal is approximately $30,000. Recommendation: I recommend approval of this contract with PaintCare for the recycling and/or disposal of all architectural paint collected through the HHW program Approve Schedule Recommendation Work Session Other/Comments Barbara Kirkmeyer, Chair Mike Freeman, Pro-Tem Sean P. Conway Julie A. Cozad Steve Moreno COLORADO ARCHITECTURAL PAINT RECOVERY PROGRAM 1500 Rhode Island Ave, NW Washington DC 20005 rP Phone: (855) 724-6809 r ��" Fax:(855)385-2020 www.paintcare.org ILI • Colorado Architectural Paint Recovery Program Household Hazardous Waste Drop-Off Site and Waste Paint Management Agreement Between PaintCare ntCa re Inc. and Weld County Last updated February 3, 2015 TABLE OF CONTENTS RECITALS 2 ARTICLE 1 - DEFINITIONS 2 ARTICLE 2 -TERM OF AGREEMENT 4 ARTICLE 3 - GENERAL OBLIGATIONS OF THE SERVICE PROVIDER 4 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES 5 ARTICLE 5 - GENERAL OBLIGATIONS OF PAINTCARE 6 ARTICLE 6 -TITLE AND RISK OF LOSS 7 ARTICLE 7 - CONSIDERATION AND PAYMENT 8 ARTICLE 8 -AUDIT AND INSPECTION RIGHTS OF PAINTCARE 9 ARTICLE 9 - INDEMNIFICATION 11 ARTICLE 10 - INSURANCE 11 ARTICLE 11 - TERMINATION OF AGREEMENT 14 ARTICLE 12 -ASSIGNMENT AND SUBCONTRACTING 15 ARTICLE 13 - FORCE MAJEURE 15 ARTICLE 14 - NOTICES 16 ARTICLE 15 - INDEPENDENT CONTRACTOR STATUS 16 ARTICLE 16 - DISPUTE RESOLUTION 17 ARTICLE 17 - COMPLIANCE WITH LAW 17 ARTICLE 18 - SAFETY, HEALTH, AND ENVIRONMENTAL PROTECTION; RELEASES OF HAZARDOUS SUBSTANCES; EMERGENCY RESPONSE 17 ARTICLE 19 - CONFIDENTIALITY/PUBLICITY 18 ARTICLE 20 - MISCELLANEOUS PROVISIONS 19 ATTACHMENT A: SCOPE OF WORK A-22 ATTACHMENT B: PRICING B-1 ATTACHMENT C: DROP-OFF SITE INFORMATION C-1 ATTACHMENT D: MODEL INVOICE D-1 ATTACHMENT E: COLORADO ARCHITECTURAL PAINT RECOVERY PROGRAM GUIDELINES FOR THE HHW DROP-OFF SITES E-1 A-1 COLORADO ARCHITECTURAL PAINT RECOVERY PROGRAM DROP-OFF SITE AND WASTE PAINT MANAGEMENT AGREEMENT This Agreement is made on this 12th day of November, 2015 (the "Agreement") by and between Weld County located at 1150 O St., Greeley, CO 80631 (the "Service Provider") and PaintCare Inc., a Delaware corporation having its office at 1500 Rhode Island Ave., N.W., Washington, D.C. 20005 ("PaintCare"). RECITALS Whereas, PaintCare is the program manager of the Colorado Architectural Paint Recovery Program (the "Program"), as set forth by the Architectural Paint Stewardship Act (Senate Bill 14-029), codified at C.R.S. §§ 25-17-401-410; Whereas, pursuant to the Program, PaintCare submitted a plan to the Colorado Department of Public Health and Environment to facilitate the management of"Program Products" (defined below) that are collected by "Drop-Off Sites" (defined below) under the Program; Whereas, PaintCare desires to enter into agreements with hazardous waste and paint collection facilities for the purposes of collecting Program Products; Whereas, the Service Provider has a household hazardous waste program whereby it operates "Drop-Off Sites" (as defined below). including permanent collection sites and/or temporary collection events, to which local residents may bring certain types of household hazardous waste, including Program Products, for disposal at no charge; Whereas, PaintCare, as part of its responsibility to facilitate the management of the Program, wishes to obtain the services of the Service Provider for the collection of Program Products from the Service Provider's Drop-Off Sites, as provided in this Agreement; and Whereas, the Service Provider may, but is not required to, engage in Additional Activities that are part of the Program, including Direct Reuse, Reprocessing, Bulking, and Internal Transportation. Now, therefore, for and in consideration of the terms of this Agreement and the mutual promises and covenants contained herein, the parties hereto agree as follows. ARTICLE 1 — DEFINITIONS 1.1 "Additional Activities" means those activities that the Service Provider has the option to perform and for which PaintCare will provide monetary compensation as set forth in Attachment B ("Pricing"). 1.2 "Bulking/Bulked" means opening individual cans of paint and combining the latex paint into 55-gallon drums marked "Latex Paint" and the oil-based paint into a separate 55- gallon drum marked "Oil-Based Paint." 1.3 "Collect/Collected/Collection" means accepting materials from the public at Drop-Off Sites, screening those incoming materials, and identifying acceptable materials as Program Products in accordance with the Program Guidelines. A-2 1.4 "Collection Bins" are containers provided by or approved by PaintCare or its contractors to hold and transport Program Products, and include totes, boxes, drums, and roll-off containers. 1.5 "Direct Reuse" means selling or giving away of Collected paint to the public without combining it with the paint from other cans and without removing it from its original container. 1.6 "Drop-Off Sites" mean all permanent collection facilities and Temporary Collection Events that are owned, leased, subleased, or otherwise controlled by the Service Provider, as generally described in the Section entitled "Who Can Be a Drop-Off Site" in the Program Guidelines, and as specifically identified in Attachment C ("Drop-Off Site Information"). 1.7 "Effective Date" means the date that the parties' obligations begin under this Agreement. The Effective Date is the date of the later signature below. 1.8 "Force Majeure" is defined in Article 13.2. 1.9 "Haulers" mean independent contractors hired by PaintCare to transport Program Products from the Drop-Off Sites. 1.10 "Including" (whether or not capitalized) means "including but not limited to." 1.11 "Initial Term" is defined in Article 2.1. 1.12 "Internal Transportation" means the Service Provider's use of its own employees or independent contractors selected by the Service Provider to transport Program Products to its Drop-Off Sites from other locations, as authorized in advance by PaintCare. 1.13 "Law" means all existing and future federal, state, and local statutes, laws, codes, ordinances, decrees, rules, regulations, requirements, and orders, of any governmental authority, entity, or agency whether federal, state, municipal, local, or other government body or subdivision, including those relating to unemployment compensation, worker's compensation, disability, taxes, worker and public health and safety, the environment, and the Program. 1.14 "Loose Packing/Loose Packed" means placing acceptable Program Products into Collection Bins in a manner that is conducive to safe and efficient transport. 1.15 "Non-Program Products" mean products not covered by the Program that are collected and/or managed by the Service Provider. 1.16 "Program Guidelines" mean the "Colorado Architectural Paint Recovery Program Drop- Off Site Guidelines" in Attachment E, as may be updated by PaintCare from time-to- time. 1.17 "Program Products" mean the materials described in Section 3 of the Program Guidelines. 1.18 "Reprocessed" or "Reprocessing" means the combining of acceptable latex Program Products for resale or to give away to consumers. 1.19 "Required Insurance" is defined in Article 10.1. 0 A-3 1.20 "Services" mean all services for which Service Provider is responsible, as described in this Agreement and in the Attachments hereto. 1.21 "State" means the State of Colorado. 1.22 "Temporary Collection Events" mean an event hosted by the Service Provider to Collect Program Products at locations within the State. ARTICLE 2 —TERM OF AGREEMENT 2.1 This Agreement will commence upon the Effective Date and, unless terminated under Article 11 ("Termination of Agreement"), will remain in full force and effect for a period of two (2) years (such two-year period, the "Initial Term"). 2.2 Option Years. Immediately after the expiration of the Initial Term, this Agreement will automatically renew for additional successive one (1) year terms, unless either party notifies the other in writing at least sixty (60) days in advance of the renewal term commencement date that the Agreement will not be renewed. 2.3 If either party provides notice that the Agreement will not be renewed, unless otherwise instructed by PaintCare, the Service Provider, before the end of the term of the Agreement, shall assemble all Collection Bins supplied by PaintCare whether or not full, and shall make them available for pick up by a Hauler at each Drop-Off Site. In the event of any expiration of this Agreement, Service Provider shall cooperate with PaintCare in good faith to bring about an orderly cessation of the Services or the orderly transition of the Services to a successor. ARTICLE 3 — GENERAL OBLIGATIONS OF THE SERVICE PROVIDER 3.1 In consideration of PaintCare's payments, if any, to the Service Provider for the Services, and for activities undertaken at the expense of PaintCare, the Service Provider shall perform the Services provided for in Attachment A ("Scope of Work") in conformity with the Program Guidelines (except to the extent the Program Guidelines conflict with the terms of this Agreement or any applicable Law). 3.2 The Service Provider shall manage at its own expense all Program Products Collected at the Drop-Off Sites only in accordance with Attachment A ("Scope of Work") and not dispose of Program Products by any other method without the prior written approval of PaintCare. 3.3 The Service Provider may amend Attachment B ("Drop-Off Site Information") to add or delete sites, subject to PaintCare's prior written approval for each such addition/deletion. 3.4 The Service Provider (and not PaintCare) is responsible for: a. making day-to-day and critical decisions regarding the Services, including the management and supervision of all activities comprising the Services; b. complying with all applicable Law relating to the Services and the operation of the Drop-Off Sites; and c. securing and locking the Drop-Off Sites at all times when the facilities are closed or not attended. A-4 3.5 The Service Provider is responsible for and will manage at its sole expense any and all Non-Program Products it collects at the Drop-Off Sites. PaintCare in no way accepts responsibility for such Non-Program Products. 3.6 The Service Provider shall not charge Program participants a fee relating to any costs that are covered by the Program. To avoid any fee practices at Drop-Off Sites that may reflect badly on the Program, the Service Provider must consult with PaintCare and obtain its approval before charging Program participants a fee for dropping off Program Products, such approval not to be unreasonably withheld. Nothing in this Agreement prohibits the Service Provider from charging fees to participants for dropping off Non- Program Products. 3.7 The Service Provider shall provide the Services at its own risk and take every precaution to protect all public and private property during the performance of the Services. If the Service Provider's personnel or equipment cause any damage to PaintCare's or one of its contractor's property, the Service Provider, at its sole expense, shall promptly replace the damaged property or repair it to the condition existing before the damage. 3.8 The Service Provider shall thoroughly familiarize itself with the nature and scope of the Services under this Agreement and with matters that may affect the Services, including the Law governing the Services and this Agreement. Any failure by the Service Provider to thoroughly familiarize itself with such matters does not relieve the Service Provider of its obligations under this Agreement. 3.9 Work under this Agreement shall be performed only by competent personnel under the management, supervision, and direction of, or in the employment of, the Service Provider. All personnel working for or at the direction of Service Provider must be managed, supervised, and directed by the Service Provider. 3.10 The Service Provider shall commit adequate resources to participate in the Program and meet its obligations under this Agreement. 3.11 The reporting and notification requirements identified in Attachment A ("Scope of Work") and elsewhere in this Agreement are an integral part of the Services. The Service Provider shall comply with all reasonable requests from PaintCare for preparation, access, review, and/or adjustment of these deliverables throughout the term of this Agreement. 3.12 The Service Provider shall inspect the Collection Bins upon arrival and determine whether they are in proper condition for use. PaintCare is responsible for replacing any defective Collection Bins and repairing normal wear-and-tear to the Collection Bins. The Service Provider shall immediately notify PaintCare if at any point during the term of the Agreement a Collection Bin(s) is not in proper condition for use and shall not use any such defective Collection Bins until they are repaired or replaced by PaintCare. The Service Provider is responsible for its use (or misuse) of any equipment it uses to perform the Services, including any Collection Bins. ARTICLE 4 — REPRESENTATIONS AND WARRANTIES 4.1 The Service Provider represents, covenants, and warrants that: A-5 a. It is a County Government in good standing and qualified to carry on business in the State and has all necessary approval, capacity, and authority to enter into this Agreement and fully perform its obligations under this Agreement; b. This Agreement does not in any way conflict with any other agreements of the Service Provider; c. It possesses the business, professional, and technical expertise, training, personnel, and equipment required to perform the Services; d. It will perform the Services in a diligent, safe, and workmanlike manner that conforms with generally accepted industry and professional practices, and the care and skill ordinarily exercised, for such Services; and e. It and/or its facilities, employees, or agents, have been issued, as of the date of this Agreement and throughout the term of the Agreement, all permits, licenses, certificates, or approvals required by applicable Law to perform the Services. 4.2 PaintCare represents, covenants, and warrants that: a. it is a non-profit corporation formed under the laws of the state of Delaware, in good standing, and is qualified to carry on business in the State and has all necessary approval, capacity, and authority to enter into this Agreement and fully perform its obligations under this Agreement; b. the execution and delivery of this Agreement has been validly authorized by all necessary corporate action by PaintCare; and c. this Agreement does not in any way conflict with any other agreements of PaintCare. ARTICLE 5 — GENERAL OBLIGATIONS OF PAINTCARE 5.1 Within ten (10) business days (for a pickup request in rural areas) or within five (5) business days (for a pickup request in urban areas), PaintCare shall arrange for a Hauler to pick up from any permanent Drop-Off Site any Collected Program Products at that permanent Drop-Off Site that are not managed via Direct Reuse or Reprocessing. PaintCare shall, at its expense, arrange for the Hauler to transport such Program Products after pick-up to intermediary locations, processors, or other final destination that are part of the Program. 5.2 Provided that the Service Provider provides PaintCare with sufficient notice as required under this Agreement, PaintCare (or its Hauler) will coordinate with the Service Provider to arrange for the timely pick-up of Program Products Collected at a Temporary Collection Event at a date and time designated by the Service Provider. 5.3 PaintCare shall pay the Service Provider for any Additional Activities as set forth in this Agreement and in accordance with the pricing in Attachment B ("Pricing"). 5.4 For each Drop-Off Site, PaintCare shall provide Collection Bins to the Service Provider or approve the Service Provider's containers as Collection Bins. All Collection Bins supplied by PaintCare will remain the property of PaintCare. 5.5 PaintCare has no authority to manage, direct, or supervise employees, representatives, or agents of the Service Provider, including how they perform the work and achieve A-6 I I compliance with applicable Law. PaintCare does not have responsibility for making day- to-day and critical decisions regarding the Services, including the management or supervision of any activities comprising the Services. 5.6 PaintCare shall annually report the quantity of Program Products Collected statewide and the disposition of Program Products by type statewide. This obligation will survive termination of this Agreement. 5.7 PaintCare shall require the Haulers and their subcontractors to treat, store, and dispose of in accordance with all applicable Law all Program Products picked up by Hauler from a Drop-Off Site. PaintCare shall require that any disposal or recycling facilities utilized as part of the Program are maintained in accordance with all applicable Law. 5.8 PaintCare will contract with its Haulers to arrange and provide for the ultimate disposition of the Program Products according to the following hierarchy (from most to least preferred method): reuse, recycling, fuel blending, and proper disposal. 5.9 Nothing herein creates an exclusive arrangement between PaintCare and the Service Provider. The Service Provider may not restrict PaintCare from contracting with other entities under the Program, including other service providers with collection facilities in the Service Provider's geographical region. 5.10 If PaintCare or a Hauler causes any damage to the Service Provider's or one of its subcontractor's property, PaintCare shall, at no expense to the Service Provider, either (i) promptly replace the damaged property or repair it to the condition existing before the damage, or (ii) require the Hauler to replace the damaged property or repair it to the condition existing before the damage. ARTICLE 6 — TITLE AND RISK OF LOSS 6.1 As between the Service Provider and PaintCare, the Service Provider has title to and risk of loss and liability for any and all Program Products and Non-Program Products that the Service Provider receives under this Agreement, including any risk of loss and liability under the federal Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. and under state or local Law. Notwithstanding the foregoing, once a Hauler accepts for transportation any Program Products Collected by the Service Provider under this Agreement, title to and risk of loss for those Program Products will transfer to that Hauler. PaintCare at no time takes title to or assumes liability for Program Products or Non-Program Products; however, PaintCare shall require in its contracts with its Haulers that the Haulers accept such title and risk of loss immediately upon accepting any Program Products for transportation from a Drop-Off Site. 6.2 Neither party will be liable to the other for any indirect, special, consequential, punitive, or incidental damages, whether based on breach of contract, tort (including negligence), or any other legal theory, even if advised of such potential damages; however, nothing in this paragraph constitutes a limit of the indemnification obligations in Article 9 ("Indemnification"). A-7 ARTICLE 7 —PAYMENT AND INVOICING 7.1 As consideration under this Agreement, PaintCare will (i) provide Collection Bins, (ii) facilitate the transportation and processing of Program Products by Haulers as set forth in this Agreement, (iii) pay the Service Provider for any Additional Activities as set forth in this Agreement, and (iv) perform other services incident to the management of the Program. 7.2 PaintCare's payment for any Additional Activities provided by the Service Provider, if any, will be made in U.S. currency and in the manner set forth in Attachment B ("Pricing"). 7.3 The Service Provider shall invoice PaintCare on a monthly basis, either by hard copy or electronically. Invoices furnished by the Service Provider under this Agreement must be in a reasonably acceptable form. PaintCare reserves the right to refuse payment of any invoice or portion thereof that is not received in a reasonably acceptable form. a) Each invoice must include the information included in Attachment D ("Model Invoice"), and must state: i. the unique, identifying invoice number; ii. the specific work categories of Services provided for under the Agreement; iii. the specific quantity of units invoiced under each category, as appropriate; and iv. additional information as agreed to in writing by the parties that is unique to the Services being performed by the Service Provider. b) Each invoice must include the signature of the Service Provider employee responsible for submitting the invoice and a certification that the invoice accurately reflects the work performed. 7.4 All amounts paid by PaintCare to the Service Provider are subject to audit by PaintCare. 7.5 The Service Provider shall submit all invoices to PaintCare by the method directed by PaintCare and/or at the address specified below. PaintCare shall send all payments due to the Service Provider to the address specified below. To: PaintCare Inc. Attn: Accounting E-mail: paintcareAbill.com Address: 1500 Rhode Island Ave., NW Washington, DC 20005 To: Weld County Department of Public Health & Environment Attn: Accounts Receivable Address: 1555 N. 17th Ave. Greeley, CO 80631 7.6 Provided that the Service Provider has supplied the required information and otherwise performed its obligations under this Agreement, PaintCare shall pay such invoice within 4 A-8 forty-five (45) days of the date that PaintCare receives the invoice. In the event PaintCare has a good-faith objection to an invoice, PaintCare shall pay the undisputed amount pursuant to the terms of this Agreement and notify in writing the Service Provider of said objections and describe in reasonable detail the basis for the objections. The Dispute Resolution provisions in Article 16 ("Dispute Resolution") will be used to resolve such disputed portion of an invoice. During any such dispute, the Service Provider shall continue with its responsibilities under this Agreement and shall not stop providing the Services and PaintCare shall continue with its responsibilities under this Agreement including, but not limited to, making all payments due to the Service Provider over which there is no good-faith dispute. 7.7 PaintCare's payment of all or a part of an invoice neither relieves the Service Provider of any of its obligations under this Agreement nor constitutes a waiver of any claims by PaintCare. Likewise, the Service Provider's acceptance of all or part of a payment neither relieves PaintCare of any of its obligations under this Agreement nor constitutes a waiver of any claims by the Service Provider. 7.8 The Service Provider warrants that, to the best of its knowledge, all documents including invoices, billings, back-up information for invoices, and reports submitted by the Service Provider to PaintCare to support amounts invoiced in connection with the Services truly reflect the facts about the activities and transactions to which they pertain. The Service Provider warrants that PaintCare may rely upon all such documents and the data therein as being complete and accurate. The Service Provider shall promptly notify PaintCare upon discovering any errors or discrepancies in any documents that the Service Provider provided to PaintCare under this Agreement. ARTICLE 8 — AUDIT AND INSPECTION RIGHTS OF PAINTCARE 8.1 PaintCare and its representatives may (a) monitor and verify that the Service Provider has complied with this Agreement and the applicable Law; and (b) consult with the Service Provider about such compliance; provided, however, that PaintCare shall not, and affirmatively disclaims any ability to, control, supervise, or manage (i)the employees of the Service Provider, (ii) the activities undertaken by the Service Provider in the performance of this Agreement, and (iii) the means by which the Service Provider meets all requirements, including applicable Law. 8.2 PaintCare may, audit and inspect, with full access, the Service Provider's Drop-Off Sites during the Drop-Off Sites' hours of operation, as well as any other site at which the Service Provider performs the Services. PaintCare will provide the Service Provider with at least seventy-two (72) hours' notice before any such audit or inspection. 8.3 The Service Provider will maintain and make available to PaintCare, during regular business hours, accurate books and accounting records relating to its Services under this Agreement. The Service Provider will permit PaintCare to audit, examine, and make excerpts and transcripts, for any books or records, and to make audits of invoices, materials, and other data related to all other matters covered by this Agreement. The Service Provider shall maintain such data and records (and ensure that any subcontractors of the Service Provider maintain any such data and records) in an accessible location and condition for a period of not less than three (3) years from the A-9 date of the final report or final payment under this Agreement, as applicable, or until after final audit has been resolved, whichever is later. 8.4 In addition to those reports detailed in Attachment A ("Scope of Work"), the Service Provider shall maintain the following records: a. for each pick-up of Program Products by a Hauler from a Drop-Off Site, a bill of lading, manifest, or equivalent shipping documentation specifying the following: i. the name, address, and telephone number of both the originating Drop- Off Site and the Hauler; ii. the destination of the Program Products; iii. the quantity of Program Products being transported; iv. the date on which the Hauler accepted the Program Products from the originating location; and, v. the signatures of both the Hauler and a representative of the originating Drop-Off Site; b. records detailing the quantity of paint managed through Direct Reuse and Reprocessing at each Drop-Off Site; c. records of any inspections required by Law; d. CESQG Certifications, as set forth in Appendix A to the Program Guidelines. The Service Provide may adopt its own version of the CESQG Certification, but any such certification must specifically waive, release and, to the extent permitted by law, hold harmless PaintCare and its sole member (as identified in PaintCare's Certificate of Incorporation), and their member companies, officers, directors, employees, successors, assigns, agents, and invitees from any and all liability and claims, and otherwise give protection to PaintCare's interests equal to the CESQG Certification in Appendix A to the Program Guidelines; e. "Direct Reuse and Reprocessed Paint Waivers," as set forth in Appendix B to the Program Guidelines. Service Provider may adopt its own version of the Direct Reuse Paint and Reprocessed Paint Waiver, but any such waiver must specifically waive, release and, to the extent permitted by law, hold harmless PaintCare and its sole member (as identified in PaintCare's Certificate of Incorporation), and their member companies, officers, directors, employees, successors, assigns, agents, and invitees from any and all liability and claims, and otherwise give protection to PaintCare's interests equal to the Direct Reuse and Reprocessing Paint Waiver in Appendix B to the Program Guidelines; and f. Employee Training records, as described in and required by the Program Guidelines. 8.5 The Service Provider and its representatives may (a) monitor and verify that PaintCare, its contracted Haulers, and its contracted disposal, reprocessing, or recycling providers have complied with applicable Law; and (b) consult with the PaintCare about such compliance, including the manifesting, transportation, storage, processing, and disposal of any Program Products for which the Service Provider is the generator or in any way legally responsible under applicable Law. A-10 8.6 The Service Provider may audit and inspect, with full access, PaintCare's contracted storage, processing, and disposal facilities that handle the Service Provider's Program Products. To exercise its inspection rights of any third-party facility, the Service Provider will send a request to PaintCare. Within seventy-two (72) hours of receiving any inspection request from the Service Provider, PaintCare will arrange for an inspection of the facility during its hours of operation. ARTICLE 9 — INDEMNIFICATION 9.1 PaintCare's Indemnification of Service Provider. a. PaintCare shall indemnify, defend, and hold harmless the Service Provider, its agents, elected officials, and employees, from and against all claims, suits, demands, obligations, losses, damages (including punitive or exemplary damages), liabilities, expenses (including attorney fees, expenses of litigation, court costs, and reasonable costs of investigation), and causes of action of every kind whatsoever, whether based in contract, tort, statute, common law, or strict liability, which are claimed in any way to result from, arise out of, or be connected with PaintCare's performance of its obligations under the Agreement. This indemnification obligation does not apply to the extent any claims, suits, demands, obligations, losses, damages, liabilities, expenses, or causes of action are proven to result from the negligence, willful misconduct, or breach of this Agreement attributable to the Service Provider, its agents, elected officials, or employees. b. PaintCare shall require in its contracts with its Haulers that the Haulers agree to indemnify the Service Provider, its agents, elected officials, and employees, from and against all claims, losses, damages, liabilities, expenses, and causes of action of every kind whatsoever, whether based in contract, tort, statute, common law, or strict liability, which result from or arise out of the Hauler's (or its subcontractors') transportation or processing/disposal of any Program Products that the Hauler picks up from any of the Service Provider's Drop-Off Sites. This indemnification obligation does not apply to the extent any claims, suits, demands, obligations, losses, damages, liabilities, expenses, or causes of action are proven to result from the negligence, willful misconduct, or breach of this Agreement attributable to the Service Provider, its agents, elected officials, or employees. ARTICLE 10 - INSURANCE 10.1 The Service Provider at its own expense shall carry and maintain on a continuous basis the following insurance coverage (collectively, the "Required Insurance") during the term of this Agreement and thereafter as provided below: a. Commercial General Liability insurance written on a claims-made basis covering personal injury, property damage, and bodily injury and death with limits not less than $250,000 each occurrence. The Commercial General Liability insurance carried pursuant to this Article 10.1(a) shall include: i) comprehensive form; ii) premises—operations, improvements, and equipment; iii) explosion and collapse hazard; iv) underground hazard; v) products/completed operations hazard; vi) A-11 contractual insurance; vii) broad form property damage; viii) independent contractors; ix) personal injury; b. Commercial Automobile Liability insurance (owned, non-owned or hired) written on a claims-made basis with limits not less than $250,000 combined single limit; c. Workers' Compensation Insurance as required by the State or other applicable Law; and d. Excess/umbrella follow form coverage covering the risks insured in the above policies with limits of not less than $10,000,000 per occurrence and $10,000,000 in the aggregate. 10.2 The Service Provider may utilize self-insurance to satisfy all of the obligations in this Article related to the Required Insurance. To the extent that the Service Provider relies on its self-insurance to meet its obligations, the Service Provider warrants that it satisfies all of the requirements of this Article by virtue of its self-insurance. The intent of this paragraph is to impose on the Service Provider all of the same requirements and obligations that would have been imposed on one or more insurance carriers had the Service Provider procured the Required Insurance instead of relying on self-insurance. 10.3 The Required Insurance, except for worker's compensation insurance, must contain or be endorsed to contain PaintCare, its officers, agents, and employees, as additional insureds and a waiver of subrogation in favor of PaintCare and its officers, agents, and employees. The Service Provider will obtain any endorsement that may be necessary to affect the waiver of subrogation. The Required Insurance policies (except for worker's compensation) must contain (i) a written statement in the policies or in endorsements thereto that they are each primary insurance to any other insurance available to the Service Provider or to any additional insureds, and (ii) a separation of insureds provision stating that the insurance applies separately to each insured against whom a claim is made or a suit is brought and that the actions or omissions of any insured that might give rise to application of an exclusion to coverage apply only to that insured actually committing the actions or omissions. 10.4 The Service Provider shall provide a certificate of insurance complying with this Article within fifteen (15) days of execution of this Agreement or twenty-four (24) hours before Services under this Agreement commence, whichever date is earlier, demonstrating that the Required Insurance is in full force and effect and all premiums paid. The certificate of insurance must have no disclaimers of liability. All Required Insurance must be placed with insurers with rating comparable to A-, VIII, or higher, that are authorized to do business in the State. Approval of the insurance by PaintCare will not relieve or decrease the liability of the Service Provider hereunder. 10.5 For all Required Insurance policies, the Service Provider shall provide forty-five (45) days' advance written notice to PaintCare of any reduction or nonrenewal of coverage or cancellation of coverage for any reason. 10.6 Should any of the Required Insurance be provided under a claims-made form, the Service Provider, at its sole expense, shall maintain such coverage continuously throughout the term of this Agreement and, without lapse, for a period of three (3) years beyond the expiration or termination of this Agreement, to the effect that, should I A-12 I occurrences during the contract term give rise to claims made after expiration or termination of the Agreement, such claims will be covered by such claims-made policies. 10.7 Should any of the Required Insurance be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in such general annual aggregate limit, such general annual aggregate limit must be at least double the each-occurrence or each-claim limits specified above. 10.8 Should any of the Required Insurance lapse during the term of this Agreement or during the three-year period set forth in Article 10.6 above, requests for payments originating after such lapse shall not be processed until PaintCare receives satisfactory evidence of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is not reinstated, PaintCare rnay, at its sole discretion, terminate this Agreement effective on the date of such lapse of insurance. 10.9 All deductibles, self-insured retentions or similar amounts are the sole responsibility of the Service Provider and will not be paid by or payable by PaintCare. 10.10 If the Service Provider will use a subcontractor to complete any portion of this Agreement or to provide any Services, the Service Provider shall ensure that the subcontractor provides insurance coverage as set forth herein and meeting all of the above requirements for the Required Insurance, including (i) naming PaintCare, its officers, agents, and employees and the Service Provider as additional insureds or additional named insured in conformity with the above provisions and (ii) providing a waiver of subrogation. 10.11 All Required Insurance is subject to reasonable audit and review by PaintCare or its designees at any time. Service Provider promptly shall cooperate with all reasonable requests made in connection with such audit or review. Within seven (7) days of any written request from PaintCare, the Service Provider shall provide PaintCare with certified copies of all binders of insurance, policies of insurance, and all endorsements thereto. If any deficiencies are found during such audit or review related to any of the Required Insurance, the Service Provider will correct the deficiencies at its sole expense as soon as reasonably possible and, in any event, within fourteen (14) days of being provided with notice thereof. 10.12 PaintCare at its own expense shall carry and maintain on a continuous basis the following insurance coverage during the term of this Agreement (collectively, "PaintCare Required Insurance"): a. Commercial General Liability insurance written on an occurrence basis covering personal injury, property damage, and bodily injury and death with limits not less than $1,000,000 each occurrence, and $2,000,000 in the aggregate; and b. Environmental Pollution Liability Insurance with limits not less than $1,000,000 each occurrence, and $ 1,000,000 in the aggregate. 10.13 PaintCare shall provide a certificate of insurance evidencing insurance demonstrating that the PaintCare Required Insurance is in full force and effect and all premiums paid. All PaintCare Required Insurance is subject to reasonable audit and review by the Service Provider or its designees at any time. PaintCare promptly shall cooperate with all reasonable requests made in connection with such audit or review. Within seven (7) A-13 I days of any written request from the Service Provider, PaintCare shall provide the Service Provider with certified copies of all binders of insurance, policies of insurance, and all endorsements thereto. If any deficiencies are found during such audit or review related to any of the Required Insurance, PaintCare will correct the deficiencies at its sole expense as soon as reasonably possible and, in any event, within fourteen (14) days of being provided with notice thereof. 10.14 The PaintCare Required Insurance must be placed with insurers that are authorized to do business in the State. Approval of the insurance by the Service Provider will not relieve or decrease the liability of PaintCare hereunder. 10.15 For all Required Insurance policies, PaintCare shall provide forty-five (45) days' advance written notice to the Service Provider of any reduction or nonrenewal of coverage or cancellation of coverage for any reason. 10.16 PaintCare shall require that its Haulers carry appropriate insurance, including the following (collectively, the "Hauler Insurance"): a. Commercial General Liability insurance written on an occurrence basis covering personal injury, property damage, and bodily injury and death with limits not less than $1,000,000 each occurrence, and $2,000,000 in the aggregate; b. Commercial Automobile Liability insurance (owned, non-owned or hired) written on an occurrence basis with limits not less than $1,000,000 combined single limit; and c. Workers' Compensation Insurance as required by the State or other applicable Law. 10.17 The Hauler Insurance will include Environmental Pollution Liability Insurance with limits not less than $2,000,000 each occurrence, and $5,000,000 in the aggregate, for any Hauler that PaintCare designates to pick up oil-based Program Products from the Drop- Off Sites. 10.18 PaintCare shall require in its contracts with its Haulers that the Hauler include the Service Provider and its agents, elected officials, and employees as additional insured (by blanket endorsement) under the Hauler Insurance policies (other than Worker's Compensation). ARTICLE 11 — TERMINATION OF AGREEMENT 11.1 Either party may terminate this Agreement or any Services under this Agreement upon prior written notice if the other party: a. has breached any material provision of this Agreement, and has failed to cure such breach within thirty (30) days of receiving written notification of such breach; or b. has violated applicable Law. Any notice of termination must specify the date of termination and the reasons for termination. A-14 11.2 Notwithstanding any language in this Agreement, either party may terminate this Agreement (in whole or in connection with one or more particular Drop-Off Sites) at any time without cause upon sixty (60) days' written notice to the other party. 11.3 If this Agreement is terminated under this Article, PaintCare shall pay the Service Provider for any unpaid fees provided for herein for any Additional Activities performed before the date of the termination of this Agreement. Other than its obligation to pay the Service Provider for any unpaid fees as provided in this paragraph, PaintCare will have no liability arising from any termination or expiration of this Agreement. 11.4 At the time of any termination of this Agreement, unless otherwise instructed by PaintCare, the Service Provider shall assemble all Collection Bins supplied by PaintCare whether or not full, and shall make them available for pick up by a Hauler at each of the Service Provider's Drop-Off Sites. ARTICLE 12 —ASSIGNMENT AND SUBCONTRACTING 12.1 Neither party may assign, novate, or otherwise transfer (including transfer by operation by law) this Agreement or the obligations and rights hereunder without the express written consent of the other party, which consent shall not be unreasonably withheld. Any change of control by either party, constitutes an assignment that requires prior written consent. A "change of control" includes, among other items, any merger, consolidation, sale of all or substantially all of the assets or sale of a substantial block of stock of a party. Any attempted assignment, novation, or other transfer made in violation of this Article is void and has no effect. 12.2 Either party may subcontract any part of its obligations under this Agreement. Nothing contained in this Agreement or otherwise, creates any contractual relationship between a party and any subcontractor of the other party. A subcontract does not relieve a party of its responsibilities and obligations hereunder. It is the subcontracting party's responsibility to ensure that any subcontractor is aware and complies with the terms of this Agreement relating to the services being performed by that subcontractor. The subcontracting party agrees to be as fully responsible to the other party for the acts and omissions of its subcontractors as it is for its own acts and omissions. 12.3 The Service Provider's obligation to pay its subcontractors is an obligation independent from PaintCare's obligation to make payments to the Service Provider. Neither party has an obligation to pay or to enforce the payment of any moneys to any subcontractor of the other party. ARTICLE 13 — FORCE MAJEURE 13.1 Any delay or failure of either party to perform its obligations hereunder will be suspended if, and to the extent, caused by the occurrence of a Force Majeure. In the event that either party intends to rely upon the occurrence of a Force Majeure to suspend or to terminate its obligations, such party shall notify the other party in writing immediately, or as soon as reasonably possible, setting forth the particulars of the circumstances. Written notices shall likewise be given after the effect of such occurrence has ceased. 13.2 An occurrence of a "Force Majeure" means riots, wars, civil disturbances, insurrections, acts of terrorism, epidemics, acts of nature (or any threat of such occurrences) whose A-15 effects prevent safe passage of vehicles upon state or federal highways for a continuing period of not less than fourteen (14) days and federal or state government orders, any of which is beyond the reasonable anticipation of the applicable party and which prevents performance of this Agreement, but only to the extent that due diligence is being exerted by the applicable party to resume performance at the earliest possible time. ARTICLE 14— NOTICES 14.1 Except where otherwise expressly authorized, notice will be by email, first class certified or registered mail, or by commercial delivery service issuing a receipt for delivery. Notices will be addressed as set forth below. Either party may change the address information below by providing written notice to the other party. Notice is effective upon delivery, or if delivery is refused, when delivery is attempted. To: PaintCare Inc. Attn: General Counsel Email: Legal(a�paintcare.orq Address: 1500 Rhode Island Ave., NW Washington, DC 20005 [SERVICE PROVIDER] To: Weld County Department of Public Health & Environment Attn: Household Hazardous Waste Program Coordinator Email: gvergara@co.weld.co.us Address: 1555 N. 17th Ave. Greeley, CO 80631 ARTICLE 15 - INDEPENDENT CONTRACTOR STATUS �I 15.1 The parties intend that the Service Provider, in performing the Services specified herein, is acting as an independent contractor and that the Service Provider will control the work and the manner in which it is performed. This Agreement is not intended and may not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture, or association. 15.2 Each party, or its subcontractors, as appropriate, is solely liable and responsible for providing all compensation and benefits due to, or on behalf of, all persons performing work on its behalf in connection with this Agreement. Neither party has any liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of the other party. 15.3 Each party understands and agrees that all persons performing work pursuant to this Agreement on its behalf are, for purposes of Workers' Compensation liability, solely employees of that party and not employees of the other party. Each party is solely liable and responsible for furnishing any and all Workers' Compensation benefits to its A-16 employees as a result of any injuries arising from or connected with any work performed by or on behalf of that party pursuant to this Agreement. 15.4 The Haulers are independent third-party contractors and are not employees, partners, subcontractors, or agents of either party. Neither party is liable for the acts or omissions of the Haulers except as otherwise specifically provided for under this Agreement. ARTICLE 16 — DISPUTE RESOLUTION 16.1 Both parties shall, in good faith, attempt to negotiate resolutions to all disputes arising out of this Agreement prior to seeking a judicial remedy or formal alternative dispute resolution. 16.2 Each party hereto consents to the jurisdiction of the courts for the 19th Judicial District of the State of Colorado, or the nearest federal court with jurisdiction, for the purposes of commencing, conducting and enforcing any judicial proceeding related to this Agreement. ARTICLE 17 — COMPLIANCE WITH LAW 17.1 Each party shall comply with all Law applicable to the performance of its obligations under this Agreement. 17.2 The Service Provider shall promptly notify PaintCare in writing upon discovery of any material failure, or any allegation of any material failure, of the Service Provider or other persons or entities to comply with any applicable Law relevant to the performance of Services or any requirement of this Agreement. 17.3 Duties and obligations imposed by the Agreement, and rights and remedies available thereunder, are in addition to (and not a limitation of) duties, obligations, rights, and remedies otherwise imposed on or afforded to the parties under applicable Law. ARTICLE 18 — SAFETY, HEALTH, AND ENVIRONMENTAL PROTECTION; RELEASES OF HAZARDOUS SUBSTANCES; EMERGENCY RESPONSE 18.1 The Service Provider shall place the greatest importance and priority on safety, health, and environmental protection during performance of the Services. 18.2 The Service Provider is responsible for safety, health, and environmental protection related to the performance of the Services and shall take appropriate measures required by applicable Law and legal standards to ensure that it (and any of its subcontractors): a. provide and maintain safe, health-protective, and environmental-protective working areas at or in proximity to where the Services are performed, including adjacent areas; b. protect and safeguard (i) all persons at or in proximity to the Services, including those in adjacent areas, from risk or injury and danger to health, and (ii) all property and equipment from damage or loss; c. comply with all applicable Law governing the generation, handling, management, treatment, storage, or disposal of hazardous wastes, including the A-17 I 0 Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., and all requirements for household waste collection facilities pursuant to all applicable permits and state law; and d. comply with all other applicable health, safety and environmental Law, including the requirements of the U.S. Occupational Safety and Health Administration ("OSHA"), U.S. Environmental Protection Agency ("EPA"), delegated state programs authorized by OSHA and EPA. 18.3 The Service Provider shall notify PaintCare within twenty-four (24) hours of any circumstance or occurrence during the performance of the Services that requires reporting to any governmental authority under any applicable permit or Law, including reporting to the National Response Center because of the release of a reportable quantity of hazardous substances pursuant to 42 U.S.C. § 9603 or under applicable state or local law. The Service Provider shall ensure that any such reports are made within the applicable time limits and shall not delay making such reports because of any inability to notify PaintCare. 18.4 In the event of any action or occurrence during the performance of the Services which causes or threatens a release of a hazardous substance, hazardous waste, or hazardous material into the environment which presents or may present an imminent and substantial endangerment to public health or welfare or the environment and/or requires cleanup or a response action under applicable Law, the Service Provider shall (i) immediately take all appropriate action to prevent, abate, minimize, and cleanup such release and endangerment in conformance with applicable Law and cleanup standards, and (ii) notify PaintCare of the incident within twenty-four (24) hours. As between the parties, the Service Provider is solely responsible for the costs of such action and any liability and damages of any type arising from any action or occurrence identified in this Article. The Service Provider shall not delay the undertaking of appropriate action because of any inability to notify PaintCare. ARTICLE 19 — CONFIDENTIALITY/PUBLICITY 19.1 The Service Provider will not disclose the terms of this Agreement to any third party without PaintCare's prior written authorization, except as may be otherwise provided hereunder or required by law. Nothing in this Agreement prohibits the Service Provider from publishing its role and participation in the PaintCare program. Notwithstanding the foregoing the Service Provider shall not, and shall not authorize another to, publish or disseminate any commercial advertisements, press releases, feature articles, or other materials using the PaintCare service mark without the prior written consent of PaintCare, which consent will not be unreasonably withheld. The Drop-Off Sites and any events may be listed, referenced, or advertised as Collection sites by PaintCare for the Program during the term of this Agreement in accordance with the Program Guidelines. 19.2 To the extent that the Service Provider is subject to disclosure requirements under the Colorado Open Records Act and/or other applicable federal, state, and local public record laws (collectively, "the Disclosure Laws"), the following additional terms apply: A-18 a. The Service Provider acknowledges that PaintCare claims that the pricing information in this Agreement constitutes proprietary information. b. In the event the Service Provider receives a request for disclosure of such information or disclosure under the Disclosure Laws, the Service Provider will provide PaintCare with at least three (3) days' notice of the request prior to disclosing the information or documentation. If PaintCare claims the information or documentation is exempt from disclosure under the Disclosure Laws, it must obtain a protective order, injunctive order, or other appropriate remedy from a court of law in the State before the Service Provider's deadline for responding to the request. If PaintCare fails to obtain such judicial relief within that time, the Service Provider may disclose the requested information without any penalty or liability to PaintCare. ARTICLE 20 - MISCELLANEOUS PROVISIONS 20.1 No Waiver. The failure at any time to enforce any provision of this Agreement or failure to exercise any right herein granted does not constitute a waiver of such provision or of such right thereafter to enforce any or all of the provisions of this Agreement. 20.2 Selective Waiver. Either party may waive any default by the other party under this Agreement by an instrument in writing to that effect, and no such waiver will extend to any subsequent or other default by the other party. No failure or delay on the part of either party to exercise any right hereunder operates as a waiver thereof. Either party may elect to selectively and successively enforce its rights hereunder, such rights being cumulative and not alternative. 20.3 Entire Contract/Order of Precedence. This Agreement and all attachments and exhibits hereto, including the Program Guidelines, constitute the entire agreement between the parties with respect to the matters herein, and integrates, merges, and supersedes all prior negotiations, representations, or agreements relating thereto, whether written or oral, except to the extent they are expressly incorporated herein. The provisions of this Agreement and the accompanying document are to be construed and interpreted as consistent whenever possible. Any conflicts in this Agreement and the accompanying documents are to be resolved in accordance with the following descending order of precedence: a. Attachment A ("Scope of Work"); b. the terms of this Agreement; c. Attachment E (Program Guidelines); d. Attachment B ("Pricing"); e. Attachment C ("Drop-Off Site Information"); and f. Attachment D ("Model Invoice"). 20.4 Amendment or Modification. Unless otherwise provided herein, no amendments, changes, alterations, variations, or modifications to this Agreement will be effective unless in writing and signed by the respective duly authorized officers of the parties hereto. A-19 20.5 Governing Law. This Agreement is executed and intended to be performed in the State, and the laws of the State shall govern its interpretation and effect. Any legal proceedings regarding this Agreement initially shall be brought before a court of jurisdiction prescribed by law in the State. 20.6 Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof will remain in full force and effect and will in no way be affected, impaired, or invalidated thereby. 20.7 Calendar Days. Any reference to the word "day" or "days" herein shall mean calendar day or calendars days, respectively, including weekends and Federal Holidays unless otherwise expressly provided. If a deadline falls on a weekend or Federal Holiday, the next business day will be the applicable deadline. 20.8 No Third-Party Beneficiary. This Agreement is intended solely for the benefit of the parties hereto, and no third party has any right or interest in any provision of this Agreement or as a result of any action or inaction by any party in connection therewith. 20.9 Authorization. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations set forth herein. The representative(s) signing this Agreement on behalf of each party represents that he/she has the authority to execute this Agreement on behalf of the applicable party and to bind it to its contractual obligations hereunder. 20.10 Survivability. All continuing obligations, rights, and remedies of the parties under this Agreement will survive the expiration or termination of this Agreement, including the continuing obligations in the following articles: Article 6 ("Title and Risk Of Loss"); Article 8 ("Audit And Inspection Rights Of PaintCare"); Article 9 ("Indemnification"); Article 10 ("Insurance"); Article 16 ("Dispute Resolution"); Article 17 ("Compliance With Law"); Article 18 ("Safety, Health, And Environmental Protection; Releases Of Hazardous Substances; Emergency Response"); And Article 19 ("Confidentiality/Publicity"). 20.11 Governmental Immunity: No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10- 101 et seq., as applicable now or hereafter amended. 20.12 Fund Availability: Financial obligations of the (Board of County Commissioners of Weld County) payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise made available. By execution of this Agreement, County does not warrant that funds will be available to fund this Agreement beyond the current fiscal year. 20.13 Contracts for Services. C.R.S. §8-17.5-101: Paintcare certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E-Verify program of the Department program A-20 established pursuant to C.R.S. §8-17.5-102(5)(c). Paintcare shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Paintcare that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Paintcare (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening or job applicants while this Agreement is being performed, (b) shall notify the subcontractor and Service Provider within three (3) days that Paintcare has actual knowledge that a subcontractor is employing or contracting with an illegal alien and (c) shall terminate the subcontract if a subcontractor dues not stop employing or contracting with the illegal alien within three (3) days of receiving notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Paintcare participates in the Department program, Paintcare shall deliver to Weld County, a written notarized affirmation that V has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Paintcare fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., Service Provider, may terminate this Agreement for breach. IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed by its duly authorized representative on the day and year set forth below. By: Board of County Commissioners Vf14.:•• Weld County, Col rado Authorized Signatory uthorized Sig atory PaintCare Inc. Service Provider Jeffrey Wasikowski Barbara Kirkmeyer Print Name Print Name Chair, Board of Weld County Assistant General Counsel Commissioners Print Title Print Title Nov. 13, 2015 DEC 14 2015 Date: Date: A-21 a0/5- JS 97 6) PaintCare, Inc. ATTEST: dyad/0 G i-ido;c1 BOARD OF COUNTY COMMISSIONERS Weld C nt Clerk to the Board WELD COUNTY, OLORADO Deputy CI rk to the Bo arbara Kirkme er, Chair DEC 1 4 2015 APPROVED AS TO FUNDING: APPROVED AS TO SUB TANCE: #04adigkdi L 4i Z� Controller ,fills Li7N Elected Official or Department Head APPRO ED AS 0 FORM: 11, ‘' rect.r of General Services if/ `\4ri94! * County Attorney F N � ate)/5--- AY97G) ATTACHMENT A: SCOPE OF WORK As part of the Services under this Agreement, the Service Provider shall do the following: 1) Collect Program Products and Loose Pack them into Collection Bins to be picked up by Haulers. 2) Notify PaintCare when there are at least five (5) Collection Bins full of Program Products ready for pick up by a Hauler, or sooner if pickups are necessary for the Service Provider to comply with storage limits or other applicable Law. 3) Manage all collected Program Products gathered through the Drop-Off Sites only in the following methods, the choice of which method(s) to utilize is in the sole discretion of Service Provider, and not dispose of Program Products in any other method without the written approval of PaintCare: a) By Loose Packing; b) By placing suitable latex or oil-based Program Products "as is" out for Direct Reuse; c) By Reprocessing; or d) By Bulking. 4) Undertake Internal Transportation, at the Service Provider's discretion and responsibility. 5) Report directly to PaintCare any spills or health or safety incidents as provided in the Agreement. 6) Provide to PaintCare a minimum of ninety (90) days' advance notice of any Temporary Collection Events conducted by the Service Provider that include the Collection of Program Products to be picked up by Haulers at the Temporary Collection Event. 7) Provide reports to PaintCare on a monthly basis, within thirty (30) days of the end of each month, containing the date and location of any Temporary Collection Events held by or on behalf of the Service Provider. A-22 r ATTACHMENT B: PRICING Additional Activity Description Unit Price Direct Reuse Rate PaintCare agrees to pay $6.00 per 5 gallon container to the Service Provider for each container of Program $1.20 per 1 gallon container Product that is actually taken by a public $0.30 per 1 quart or less container consumer from a Direct Reuse program, whether sold or given away without charge. Latex Paint PaintCare agrees to pay n/a Reprocessing Rate to the Service Provider for each gallon of Reprocessed latex paint produced from Program Products that is actually taken by a public consumer, whether sold or given away without charge. Bulked Latex Paint PaintCare agrees to pay n/a Rate to the Service Provider for every 55-gallon drum of Bulked latex paint that is picked up by a Hauler. Rate includes drum cost. Bulked Oil-Based PaintCare agrees to pay n/a Paint Rate to the Service Provider for every 55-gallon drum of Bulked oil-based paint that is picked up by Hauler. Rate includes drum cost. Internal PaintCare agrees to pay n/a Transportation Rate to the Service Provider per container for the Internal Transportation of non- hazardous Program Products from Drop-Off Site(s) to the Service Provider's primary Drop- Off Site. I B-1 ( tcare Attachment C. "' Drop-Off Site Information Please provide all applicable information. Basic Site Information • 1. Name of site Weld County County Household Hazardous Waste Facility 2. Street address for site 1555 N. 17th Ave. 3. City,state,zip code for site Greeley, CO 80634 4. Permit holder(if applicable) 5. Service area(counties/cities/towns) Weld County X HHWCF O Transfer Station 6. Type of site ❑One-Day HHW Event O Paint-Only Event ❑ Other: Contacts 7. Primary contact's agency/company Weld County Department of Public Health&Environment 8. Primary contact's name and title Gabrielle Vergara, Program Coordinator 9. Primary contact's email and phone# gvergara@co.weld.co.us / 970-304-6415,ext.2226 10. Second contact's agency/company Weld County Department of Public Health& Environment 11. Second contact's name and title Dan Parkos, Environmental Health Specialist 12. Second contact's email and phone# dparkos@co.weld.co.us / 970-304-6415,ext.2217 Information for Household Customers 13. Phone#for households 970-304-6415,ext.2233 14. Website for households www.co.weld.co.us 15. Days/hours for households Tuesdays,Saturdays/8am-5pm 16. Volume limits for households 200 lbs. Information for Business Customers 17. Does this site serve businesses? X yes ❑no 18. Days/hours for businesses By appointment only. 19. Phone#for businesses,if different 970-304-6415,ext.2217 20. Website for businesses,if different 21. Admin fee for businesses,if any Handling fee based on weight. Call for more information. 22. Volume limits for businesses Follow rules/regulations for CESQG's. Other 23. Is paint given away for reuse? X yes O no 24. Best newspapers and radio stations for Greeley Tribune, KFKA radio promoting this site? 25. Would you like PaintCare to list this site in X yes ❑no print ads in your area? 26. Additional information or special notes to include on PaintCare's site locator *Site listings in print ads are for permanent sites only.PaintCare does not list one-day events in print ads. c-i Attachment C: ( pointcare' Drop-Off Site Information c„. Please provide all applicable information. Basic Site Information 1. Name of site Weld County County Household Hazardous Waste Facility 2. Street address for site 5500 Hwy 52 3. City,state,zip code for site Dacono 80634 4. Permit holder(if applicable) 5. Service area(counties/cities/towns) Weld County X HHWCF O Transfer Station 6. Type of site O One-Day HHW Event ❑Paint-Only Event O Other: Contacts 7. Primary contact's agency/company Weld County Department of Public Health&Environment 8. Primary contact's name and title Gabrielle Vergara, Program Coordinator 9. Primary contact's email and phone# gvergara(aco.weld.co.us / 970-304-6415,ext.2226 10. Second contact's agency/company Weld County Department of Public Health&Environment 11. Second contact's name and title Dan Parkos,Environmental Health Specialist 12. Second contact's email and phone# dparkos@co.weld.co.us / 970-304-6415,ext.2217 Information for Household Customers 13. Phone#for households 970-304-6415,ext.2233 14. Website for households www.co.weld.co.us 15. Days/hours for households Fridays,and the 1st&3rd Saturday/9am-4pm 16. Volume limits for households 200 lbs. Information for Business Customers 17. Does this site serve businesses? X yes O no 18. Days/hours for businesses By appointment only. 19. Phone#for businesses,if different 970-304-6415,ext.2217 20. Website for businesses,if different 21. Admin fee for businesses,if any Handling fee based on weight. Call for more information. 22. Volume limits for businesses Follow rules/regulations for CESQG's. Other 23. Is paint given away for reuse? X yes O no 24. Best newspapers and radio stations for Fort Lupton Press,KFKA, KUNC promoting this site? 25. Would you like PaintCare to list this site in X yes ❑ no print ads*in your area? D-1 26. Additional information or special notes to include on PaintCare's site locator C-2 ATTACHMENT D: MODEL INVOICE Service Provider Name: Make checks payable to: Weld County Department of Public Weld County Department of Public Health & Environment Health & Environment Mail payment to: Unique Identifying Invoice Number: Weld County Department of Public Health & Environment Drop-Off Site Location or Temporary 1555 N. 17th Ave. Event Location/Date: Greeley, CO 80631 I Additional Activity Quantity of Unit Price Invoiced Amount Units Included Direct Reuse (tracked per-container) 5-Gallon Containers (Latex) _containers $6.00 per container 1-Gallon Containers (Latex) _containers $1.20 per container 1-Quart Containers (Latex) containers $0.30 per container 5-Gallon Containers (Oil-Based) _containers $6.00 per container 1-Gallon Containers (Oil Based) _containers $1.20 per container 1-Quart Containers (Oil-Based) _containers $0.30 per container I gallons Latex Paint Reprocessed $ n/a per gallon Bulked 55- $ n/a per Bulked 55- Latex Paint Bulked gallon drum gallon drum C-3 i Additional Activity Quantity of Unit Price Invoiced Amount Units Included Bulked 55- $ n/a per Bulked 55- Oil-Based Paint Bulked gallon drum gallon drum Internal Transportation $ n/a per n/a Total: 1 The above invoice represents, to the best of my knowledge, complete and accurate information regarding the Services rendered and for which the Service Provider seeks reimbursement through the Program. I hereby certify on behalf of the Service Provider that the attached back-up documentation is accurate. Signed: Print Name: Company Title: Date: I I I I I C-2 4 ATTACHMENT E: COLORADO ARCHITECTURAL PAINT RECOVERY PROGRAM GUIDELINES FOR HHW DROP-OFF SITES ***(attached separately)*** E-1 COLORADO ARCHITECTURAL PAINT RECOVERY PROGRAM pain CC1re 1500 Rhode Island Ave, NW,Washington DC20005 (855)724-6809, Fax: (855)385-2020 www.paintcare.org HHW Drop-Off Site Guidelines September 3, 2015 Contents 1. PaintCare Drop-Off Sites 2 2. Accepting Program Products 6 3. What Is Acceptable 8 4. Operations 10 5. Direct Reuse and Paint Reprocessing 12 6. Working with Haulers 13 7. Inspections and Records 14 8.Training and Safety 15 9. Spill Response 16 Appendices A. Paint Drop-Off Log(for businesses and organizations) 17 B. Direct Reuse and Reprocessed Paint Waiver 18 C.Training Record for Drop-Off Site Staff 20 D. Emergency Contact Information 21 Contact Information Site Name: Site Address: Mailing Address (if different): Site Contact 1. Name/Phone: Site Contact 2. Name/Phone: PaintCare Contact Name: PaintCare Contact Phone/Email: Hauler Company and Contact Name: Hauler Contact Phone/Email: 1 Section 1. PaintCare Drop-Off Sites Legislation On June 6, 2014,Governor Hickenlooper signed into law Senate Bill 14-029,establishing the process for the development of the Colorado Architectural Paint Stewardship Program ("Program").This bill is codified in Title 25, Article 17, Part 4 of the Colorado Revised Statutes. That law provides for the establishment of a permanent statewide paint stewardship program to accomplish the following: $ Establish an environmentally sound and cost-effective architectural paint management system. . Develop and implement strategies to reduce the generation of postconsumer architectural and promote using up leftover architectural paint;and $ Collect,transport and process postconsumer architectural paint in an environmentally responsible manner. About PaintCare and Postconsumer Paint Management The law allows for the formation of a non-profit stewardship organization to implement the program. To serve this purpose, PaintCare Inc. was formed by the American Coatings Association (ACA),the non-profit trade association for the paint and coatings industry. PaintCare submitted a Program Plan to the Colorado Department of Public Health and Environment (CDPHE) in January of 2015,with a scheduled program launch date of July 1, 2015. Various studies have demonstrated that between 3 and 10%of all paint purchased is "leftover"— goes unused.To capture this paint, PaintCare will pay for paint collection bins,transportation, recycling and proper disposal for leftover paint delivered to contracted collection locations like yours. PaintCare will also conduct extensive public outreach about the program, and,with your approval, promote your site as a Drop-Off Site. Before the PaintCare Program, Colorado residents and businesses recycled or disposed of paint primarily through government-sponsored household hazardous waste(HHW) programs or through a private hazardous waste management company.The PaintCare program increases recycling opportunities for Colorado paint users by partnering with retail stores throughout the state to serve as paint Drop-Off Sites, as well as by partnering with municipal programs like yours, and other publicly accessible sites. 2 PaintCare Provides Once a contract is established between PaintCare and the Drop-Off Site,the Program will provide the following: • Paint storage Collection Bins (cubic yard size) • Labels for paint Collection Bins • Recordkeeping forms and/or log book • Signage identifying your site as a PaintCare Drop-Off Site • Educational print materials for your customers PaintCare Does Not Provide The Program does not provide personal protective equipment(PPE)or gear that may be required by the Occupational Safety and Health Administration (OSHA). It is your site's responsibility to provide appropriate PPE for your workplace. PaintCare has no authority and disclaims any responsibility to manage, direct,or supervise your employees, representatives, or agents, including how they perform the work and achieve compliance with applicable Law. PaintCare does not have responsibility for making day-to-day and critical decisions regarding the Services that you provide. Who Can Be a Drop-Off Site PaintCare Drop-Off Sites may be any of the following: • Municipal household hazardous waste collection facilities and events • Paint retailers including paint, hardware and home improvement stores, and reuse stores (i.e., stores that sell salvaged or excess building materials) • Solid waste transfer stations, recycling facilities, landfills, public works yards,and other appropriate, publicly accessible sites General Guidelines for Drop-Off Sites Below are general guidelines for a typical Drop-Off Site. However,we recognize that each location will have unique logistical and operational considerations. PaintCare Drop-Off Sites must make their own decisions and use their best judgment to operate in the safest manner possible in accordance with applicable Law.To be a Drop-Off Site,you must: ▪ Accept Program Products from customers during your regular advertised or posted operating hours • Have appropriate signage that informs customers of the hours of operation • Display PaintCare signage to identify you as a Drop-Off Site—signage should be posted in a highly visible area, preferably at the entrance of your Drop-Off Site • Have adequate space, staffing and training to collect and store Program Products and consolidate them only in Collection Bins provided by or approved for use by PaintCare or its contractors to hold and transport Program Products • Provide a secure space for empty and full Collection Bins 3 • • Pack only Program Products into Collection Bins (see Section 3 for a description of Program Products) • Schedule shipments of Program Products from your Drop-Off Site • Maintain records s Train staff to be familiar with the requirements and practices of this guide • Have adequate comprehensive liability,commercial general liability, and/or environmental pollution liability insurance to cover potential risks and liability associated with activities on premises • Know and comply with applicable federal, state and local laws as they pertain to your Drop- Off Site and train staff accordingly—these may include zoning requirements for your activities, state permit requirements (air, hazardous waste, water quality, solid waste, storm water)and OSHA requirements Storage Area for Collection Bins Establish a dedicated storage area for Collection Bins and Program Products. Collection Bins include secondary containment to contain liquids in the event a can leaks while in storage; however,they should also be placed on an impermeable surface (e.g.,concrete, asphalt, sealed wood floor) whenever possible. Store Collection Bins away from ignition sources. Place Collection Bins away from storm drains and floor drains. Protect Collection Bins from temperature extremes by storing them inside or under cover if possible. If you store Collection Bins outdoors,you may need approval from your local fire or hazardous materials oversight agency. Security The Drop-Off Site should be secured and locked when it is closed or not attended. Only Drop-Off Site staff should have access to the Collection Bins and storage area. 4 Use and Maintenance of Collection Bins Keep Collection Bins closed except when adding Program Products. Maintain enough space around Collection Bins to inspect for leakage and emergency access. Do not overfill Collection Bins. Pack 5-gallon buckets on the bottom layer of the Collection Bins for stability. Pack all Program Products (cans, buckets) upright and as tight as possible in the Collection Bins to protect contents from shifting and leaking in transit. Use safe practices for handling, storage and management of Program Products. Use good housekeeping standards; keep paint storage areas clean and orderly. 5 Section 2. Accepting Program Products What Is Architectural Paint It is an important responsibility of PaintCare Drop-Off Sites to accept only Program Products for management under the PaintCare Program. Section 3 includes the primary examples of architectural paint products accepted by the PaintCare Program ("Program Products")and paint or paint-related products not accepted by the PaintCare Program ("Non-Program Products"). Drop-Off Sites that accept Non-Program Products will be responsible for managing all Non-Program Products at the Drop-Off Site's expense. Generally, architectural paints include latex and oil-based house paint, stains, and clear coatings (varnish, shellac,etc.).The Program excludes anything that is (a) in an aerosol spray can, (b) intended and labeled "for industrial use only," (c) mostly used in the manufacture of equipment, or(d) on a list of specifically excluded products for some other reason. Architectural paint is classified as either latex(water-based)or oil-based (alkyd) and the classification is important in order to decide how the product should be handled and recycled. Being able to tell the difference between latex and oil-based products is also important in determining which types of businesses can use the PaintCare Program. Who Can Drop Off Program Products The Program accepts paint from the following: Households. Residents may drop off any Program Product. Non-Households. (Businesses and other organizations) CESQG Businesses. Among other criteria, businesses that qualify as "Conditionally Exempt Small Quantity Generators" under state and federal rules must generate no more than 100 kilograms (about 20-30 gallons)of hazardous wastes per month (and not store more than 1,000 kilograms of hazardous waste at any time). Small painting contractors or commercial property owners often qualify as CESQGs. Businesses that qualify as CESQGs may drop off any type of Program Product. SQG and LQG Businesses. Businesses that generate more than 100 kilograms of hazardous waste per month are classified as either"Small Quantity Generators" or"Large Quantity Generators" under state and federal rules. Larger painting contractors or big manufacturing businesses typically are classified as SQGs or LQGs.These businesses are more heavily regulated and must use a hazardous waste management company to manage their hazardous waste, including oil-based paint.They may, however, drop off latex-based Program Product at PaintCare Drop-Off Sites. 6 How to Know If a Business Qualifies Each business is responsible for determining its own generator status under the applicable Law. When a business has oil-based paint to drop off, it must sign the Paint Drop-Off Log(for businesses and organizations) (sample included in Appendix A)to verify that it qualifies as a CESQG and is therefore qualified to use the Program for oil-based paint. The log includes an explanation of what types of businesses qualify to use the Program. (If a business has only latex paint it does not need to sign anything.) Once a business signs the Paint Drop-Off Log(for businesses and organizations),you may accept up to 100 kilograms (about 20-30 gallons) oil-based paint from that CESQG to the extent permissible under applicable law. Certification logs may be reviewed by PaintCare or government agencies and compared with a list of registered hazardous waste generators to see that only CESQG businesses are using the Program for their oil-based paint. Can Drop-Off Sites Charge Fees? Drop-Off Sites should not charge Program participants a fee relating to any costs that are covered by the Program. Any fees charged to Program participants at Drop-Off Sites should be clearly directed to recouping costs not covered by the Program. If you want to charge participants a fee,you should first consult with PaintCare to ensure any such fee is presented to participants in a way that does not reflect badly on the Program. 7 Section 3. What Is Acceptable Before accepting products from participants for management under the PaintCare program, Drop-Off Site staff must(1)check the product label and/or container contents to verify that it contains a Program Product, and (2) check the condition of the container for acceptance in the Program. Acceptable Containers and Unacceptable Containers Acceptable • The container is labeled as containing one of the designated Program Products listed below* * The container must be in good condition and not leaking* * The container must be 5 gallons in size or smaller Not Acceptable * The container is unlabeled* . The container is leaking or has no lid* . The container is larger than 5 gallon * The container is empty *Drop-Off Sites that are permitted to accept household hazardous waste may accept unlabeled and leaking containers by following the procedures described below. Unlabeled and Leaking Containers A Drop-Off Site that is permitted to accept household hazardous waste may, at its discretion,choose to accept unlabeled and/or leaking containers if it follows the protocols below and otherwise complies with all applicable Law: Unlabeled Containers A Drop-Off Site may accept unlabeled containers if an appropriately-trained staff person identifies the material in the container as a Program Product and then applies an appropriate label to the container before placing it in a Collection Bin. Leaking Containers A Drop-Off Site may accept a leaking container or a container with no lid if an appropriately trained Drop-Off Site staff person (i)verifies that the container contains a Program Product, (ii) places the contents of the leaking/open container into an appropriate substitute container(which can include bulking such Program Products into 55-gallon drums),and (iii) applies an appropriate label to the substitute container. I 8 Program Products and Non-Program Products Acceptable Products(Program Products) • Interior and exterior paints: latex, acrylic,water-based, alkyd, oil-based,enamel (including textured coatings) 4 Deck coatings and floor paints (including elastomeric) 4 Primers,sealers, undercoaters • Stains • Shellacs, lacquers,varnishes, urethanes (single component) O Waterproofing concrete/masonry/wood sealers and repellents (not tar or bitumen-based) O Metal coatings, rust preventatives O Field and lawn paints Unacceptable Products(Non-Program Products) 9 Paint thinner, mineral spirits,solvents • Aerosol paints (spray cans) O Auto and marine paints • Art and craft paints • Caulking compounds, epoxies, glues, adhesives • Paint additives, colorants,tints, resins • Wood preservatives (containing pesticides) • Roof patch and repair O Asphalt,tar and bitumen-based products 4 2-component coatings 4 Deck cleaners ▪ Traffic and road marking paints O Industrial Maintenance (IM) coatings • Original Equipment Manufacturer(OEM) (shop application) paints and finishes 9 Section 4. Operations Greet the Consumer Participants must be assisted and supervised when they come to drop off Program Products. Drop- Off Site staff should greet participants and verify eligibility of the participant and their leftover paint products as Program Products. Examine the Product Screen products to ensure that only the following are accepted: . Container is 5 gallons in size or smaller . Container has label that is readable (unlabeled containers may be accepted by following the protocols in Section 3 above) . Container has a lid and is not leaking(leaking containers or containers with no lids may be accepted by following the protocols in Section 3 above) . Latex paint from anyone • Oil-based paint from households and CESQG businesses • IMPORTANT: Never allow a customer or any other non-Drop-Off Site staff to open a Program Product container Screen products to ensure that the following are not accepted: . Non-Program Products . Oil-based paint from SQG or LQG businesses Drop-Off Site Limits While the PaintCare Program intends to collect as much Program Product as is available,we recognize that your Drop-Off Site may have storage limitations. PaintCare Drop-Off Sites, in agreement with PaintCare, may limit the amount of Program Products they accept from a customer. If you have a participant with a significant amount of Program Products that your location cannot manage, contact PaintCare directly for additional assistance. We may direct the participant to another PaintCare Drop-Off Site that can manage the large load or offer a direct pickup. Refusing an Unacceptable Product Do not accept into the PaintCare program any Program Products in unacceptable containers, and do not accept Non-Program Products from any participant. When refusing a Program Product, Drop-Off Site staff must explain why the Program Product cannot be accepted (e.g., not part of Program, leaking,from SQG/LQG,etc.). 10 Storing and Packing Collection Bins Place Program Products into Collection Bins immediately upon acceptance to minimize the possibility of spills. Place 5-gallon containers at the bottom of Collection Bins to provide stability for second layer of 1 gallon and smaller cans. Place all Collection Bins upright to prevent leaks or spills. Pack the Program Products as tightly as possible inside the Collection Bins.This helps to keep paint products from shifting during transit. If being stored outside, provide roofing for Collection Bins to protect from overheating and precipitation. Placing a tarp over the container is not acceptable. Make sure the Collection Bins lid sits flat on top the Collection Bins All Program Products must be stored in Collection Bins at all times. Never overfill Collection Bins. Closing a Drop-Off Site Please notify PaintCare in writing at least 60-days before stopping collection services to give us adequate time to remove your information from Program promotional materials. As soon as possible, remove PaintCare signage from the Drop-Off Site and post a new sign at the entrance to the site to notify the public that you will no longer be accepting Program Products. Before your last pick-up,verify that all Program Products and Collection Bins are returned to PaintCare. 11 Section 5. Direct Reuse and Paint Reprocessing Requirements for Direct Reuse PaintCare encourages reuse of leftover paint through Direct Reuse(also known as a "paint exchange" or"swap shop"). These programs return good quality unused paint to the local community at low or no cost. When selecting products to place in the direct reuse area, products must be in original containers, containers must be labeled, more than half full,and in good physical and aesthetic condition. Contents must be liquid and relatively new.The container should be closed securely before placing it in the reuse storage area. Containers must never be opened by customers at the Drop-Off Site. Direct Reuse products must be displayed in a separate storage area by Drop-Off Site staff. Requirements for Paint Reprocessing PaintCare also encourages on-site latex paint Reprocessing.These programs, on average, Reprocess 30-60%of latex paint brought to an HHW facility back into bulked usable paint available for return to the local community. Containers of Reprocessed paint offered to the public at a Drop-Off Site must not display any unauthorized third-party branding. An HHW Drop-Off Site conducting paint Reprocessing must have and follow its own procedures for sorting and reprocessing paint. At a minimum,these procedures will include: • Open each container to visually inspect the contents • Determine if the contents are latex, oil-based, or other paint Determine if the condition of the paint is suitable for recycling(e.g. not moldy, rusty, etc.) • Sort containers according to type, quality and color For containers of products suitable for paint reprocessing: • Bulk contents into larger container(e.g. drum)for mixing • Mix paint until homogenous • Repackage paint into 5-gallon or smaller containers • Label Reprocessed paint For containers of products unsuitable for Reprocessing, either: • Close container and pack in a Collection Bins (must be completely resealed and not leaking) • Bulk the contents into a drum for"bad" latex Customer Waiver Customers must sign the Direct Reuse and Reprocessed Paint Waiver log included in Appendix B explaining that the paint is taken "as is"with no guarantee of quality or contents.The customer is required to read, complete and sign the form and the staff is required to verify what has been taken by the customer. If the facility does not use a waiver form,the facility, and not PaintCare, accepts the risks and liability for the materials.The staff must record the number of containers taken by each customer and the total estimated volume on the log. Customers may return paint to the site if it does not meet their expectations. 12 Section 6. Working with Haulers PaintCare contracts with public and private transporters ("Haulers")for the delivery of supplies,empty Collection Bins and pick-up of full Collection Bins. Scheduling the Hauler to Pick Up Collection Bins When half of your Collection Bins are full or you anticipate that your Collection Bins will be full within five(5) business days (for Drop-Off Sites in urban areas)or ten (10) business days (for Drop-Off Sites in rural areas),call your Hauler to schedule a pickup.The name of your Hauler and the contact information should be filled in on the cover of this guide. When establishing an appointment for pick-up, please indicate: • That your facility is a PaintCare Drop-Off Site • Name of Drop-Off Site and address • Your name • Your phone number • Number of full Collection Bins to be picked up and the number of empty Collection Bins needed for replacement Preparing Collection Bins for Removal On the scheduled pickup day,Collection Bins should be readily accessible to the Hauler for quick and efficient loading.The Hauler will bring shipping documents and Collection Bins labels. Please assist the Hauler with Collection Bins loading and off-loading and keep a copy of the shipping documents for your records. I 13 Section 7. Inspections and Records Inspections At the end of each day,staff should: • Inspect the Drop-Off Site and storage area to ensure Collection Bins are closed properly and the area is secured • Inspect Collection Bins for damage and report any damaged Collection Bins to PaintCare for replacement or repair • Inspect Collection Bins for damaged or missing labels and correct as necessary Record Keeping The following records are to be maintained for a minimum of 3 years: • Inspection records ti Paint Drop-Off Log(for businesses and organizations) (Appendix A) • Direct Reuse and Reprocessed Paint Waiver(Appendix B) . Employee training records (Appendix C) a Bills of lading and/or other documentation required by applicable Law for outgoing shipments of Program Products 14 Section 8. Training and Safety Training All employees handling Program Products must receive training in product identification,acceptance, handling, packaging, inspection and emergency response procedures before collecting Program Products or engaging in any PaintCare Program activities. Ensure that employees conduct Program Products collection activities in a safe manner that protects workers and the environment. Ensure Program Products collection activities follow general safety practices including proper lifting techniques. Ensure Drop-Off Site employees are equipped for and understand hazards associated with Program Products. Maintain training plans and records for each employee. A form for recording staff training is included in Appendix C. Safety Store personal protective equipment (PPE) and spill response equipment in an accessible location adjacent to the Collection Bins. Ensure the Drop-Off Site is equipped with appropriate emergency response equipment including a fire extinguisher, spill kit and PPE. Monthly inspections of equipment are recommended. Ensure spill kit contains at a minimum safety goggles,gloves,absorbent,duct tape and plastic bags. Ensure emergency procedures and emergency contact numbers including police,fire department and emergency services are posted by phone near the Drop-Off Site area. If applicable, develop and maintain emergency action plan as required by OSHA. If required by federal,state or local law,familiarize police,fire departments and emergency response teams with the layout of your facility, properties of Program Product handled at your facility and evacuation routes. A form for recording emergency contacts is included in Appendix D. 15 Section 9. Spill Response Spills The information in this section will assist with spills from damaged or leaking Program containers. It is important that all Drop-Off Site staff understand corrective actions to minimize exposure to people or the environment. Collection Bins should be kept in a clean, accessible area. Avoid spills through good housekeeping, safe handling techniques, proper storage and best management practices. Clean up any spill or release of Program Product immediately and place spill residue in a sealed container, label it and manage it properly. Reporting Any spill or release of Program Product to the environment through a storm drain,waterway or soil contamination must be immediately reported to the appropriate governmental authority, including the Colorado Department of Public Health and Environment. Contact PaintCare within 24 hours after any such reportable incident. Post emergency contact numbers including police,fire department,and emergency services. Spill Response Procedures If a spill is small enough to be managed by Drop-Off Site staff,follow these steps: • Isolate the area and restrict access to the spill • Ensure personal safety, put on protective gear(e.g.,glasses and gloves) Y Stop the movement of paint by placing the leaking container upright or in a position where the least amount will spill,and place leaking container in plastic bags • Contain the spill by placing absorbent pads or granular absorbent around and on the spill—if outdoors, place barriers around storm drains to prevent a release to the environment 4 Collect the contaminated absorbent material and place it in plastic bag(s) along with the leaking container and contaminated PPE,seal the bag(s) and manage appropriately ▪ Remove any clothing that may be contaminated, wash thoroughly to remove spilled material from your hands or body . Replace any used spill control supplies • Document the date, location and amount and type of material spilled . 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N U a Y U ++ p N L E E •N CD a, co O C o m e - E E a) (0 ate-. c 3 73 N U — L CD co co le.; c �' Co Co f0 C N a1 N C O- a. aJ a0 al v— OA • E ON E 'o a) U 0 v1 of of a) m N }' m a •� N - CC u E o --a u O v E aN' o as �' 4J v1. c o CO .- a O o 0 v a) N O O- = -C E �_ E ra m f° '5 too Co +� • o E o E Z 4, O ns i L IN� s Oa o E *, X N E `� CO a0+ •C • v `'' ro sv cO a) co •c c N a co O c a, o OM CO CO o a N ° a CO a) a 0 O m /Q 3 'm 00 v _ 4 o m a L_ o a -o s- m E c v -c L N 4, a) L Q E N o0 0 2 `- N o w OnC U . . ao a) E R c .0 _c ca m E a) as cO • u- Ea- L aJ m E 3 0 0 a) E CO c a n o < 4 Co Appendix B. Direct Reuse and Reprocessed Paint Waiver (Per-Gallon Tracking) By signing below, I waive, release and hold harmless the Drop-Off Site, PaintCare Inc., PaintCare Inc.'s sole member,and all of their agents, employees, member companies,officers,directors,successors,and assigns from any liability,claim, injury, losses,damages,or cause of action of any kind whatsoever,whether based on contract,tort,statute,common law,or strict liability,which are claimed in any way to result from, arise out of,or are connected with the handling, receipt, use,storage,treatment, disposal (including spilling and leaking)or release of reuse materials obtained through the PaintCare Program. For all materials that I obtain from the PaintCare Program, I accept with full understanding and appreciation of the actual or potential dangers stemming from the proper or improper use. I accept all risk related to my handling receipt, use,storage,treatment,disposal(including spilling and leaking)or release of such Program Product. All materials that I obtain from the PaintCare Program, I accept as-is,with no warranties. I recognize that neither PaintCare nor the Drop-Off Site warrant that any materials obtained from the Drop-Off Site are merchantable or fit for any particular use. PaintCare and this Drop-Off Site are not responsible for any liability or damages stemming from the use of any material obtained from this Drop-Off Site. Oil- Latex* Based* Staff Date Print Name Signature (gallons) (gallons) Initials Totals *Estimate the gallons of paint in the containers(e.g.,4 one-gallon cans that are half full equals 2 gallons) 19 Appendix C. Training Record for Drop-Off Site Staff Training for Drop-Off Site personnel is based on the PaintCare Municipal Drop-Off Site Guidelines and other materials provided to Drop-Off Sites as part of their training requirement.Training includes information on the following: • PaintCare Drop-Off Sites • Working with Haulers • Accepting Program Products • Inspections and records • What is and is not acceptable • Training and safety • Program operations • Spill response 1 Date Trainee(Print Name)and Signature Trainer Initials I • III 20 Appendix D. Emergency Contact Information This form is to be completed prior to the first day of collection. Basic Local Emergency Contacts Facility Emergency Coordinator (name/phone): Alternate Emergency Coordinator (name/phone): Fire Department Phone Number 911 Police Phone Number 911 Hospital Phone Number For Spills of Program Product Report any spill or release of Program Product which, if not recovered, may cause pollution of waters of the state. Any such spill or release must be reported to the appropriate local and state enforcement agencies immediately, and to PaintCare within 24 hours. Local enforcement agency(name/phone): State agency(name/phone): Colorado Department of Public Health and Environment, 1-877-518-5608 (24 hour) PaintCare: 1-855-PAI NT09 Other(name/phone): Other(name/phone): 21 I DATE(MMIDDNYYY) ACOR0 CERTIFICATE OF LIABILITY INSURANCE 11/6/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Anita Bruner Arthur J. Gallagher Risk Management Services, Inc. PHONE 303-889-2574 FAX 303-889-2575 6399 S. Fiddlers Green Cir (A/C,No,Eat): (A/c,No): Suite 200 ADDARESS:anita_bruner@ajg.com Greenwood Village CO 80111 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Colorado Counties Casualty&Proper INSURED INSURER B:Atlantic Specialty Insurance Compan 27154 Weld County INSURERc:Lexington Insurance Company 19437 P.O. Box 758 Greeley,CO 80632 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:391016832 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL S POLICY EFF POLICY EXP TYPE OF INSURANCE INSD WVD POLICY NUMBER 1 M MI M/DD/YYYYI IMDDIYYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y PER PARTICIPATION CERT 1/1/2015 1/1/2016 EACH OCCURRENCE $250,000 X I CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(My one person) $ PERSONAL&ADV INJURY _$250,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $250,000 _ OTHER: $ A AUTOMOBILE LIABILITY Y PER PARTICIPATION CERT 1/1/2015 1/1/2016 COMBINED SINGLE LIMIT $ (Ea accident) 250,000 X ANY AUTO BODILY INJURY(Per person) $ AALL8M'1ED SCHEDULED BODILY INJURY(Per accident) $ S X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) X Claims Made $ B X UMBRELLA LIAB OCCUR Y 7910003550004 1/1/2015 1/1/2016 EACH OCCURRENCE $10,000,000 EXCESS LIAB X CLAIMS-MADE AGGREGATE $10,000,000 DED X I RETENTION$250,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ AExcess Property 020412751 1/1/2015 1/1/2016 BLANKET BLDG&PP 100,000,000 Prop,Mob Eq,Auto PD,XS PER PARTICIPATION CERT 1/1/2015 1/1/2016 Member Ded=$500 150,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PaintCare, Inc. ACCORDANCE WITH THE POLICY PROVISIONS. 1500 Rhode Island Avenue NW Washington DC 20005 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: ----RN LOC#: ® C)RD A ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, Inc. Weld County P.O. Box 758 POLICY NUMBER Greeley, CO 80632 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Excess Property: Carrier: Lexington Insurance Company Policy#020412751 Policy Term: 01/01/2015 to 01/01/2016$100,000 Loss Limit- Excess Property/Real& Personal Property(All Risk) including Equipment Breakdown $5,000,000 Each Occurrence/Annual Aggregate- Flood,Zone A$50,000,000 Each Occurrence/Annual Aggregate-Flood, all other Zones$50,000,000 In the Aggregate as respects all flood loss combined $25,000,000 Each Occurrence/Annual Aggregate-Earthquake $100,000 Business Income(Includes Rental Income) $150,000 Deductible All Perils/$5,000 Deductible Equipment Breakdown except$10,000 applies to Snake River Waste Water Treatment Facility in Dillon, CO PaintCare, Inc., its officers, agents and employees are an Additional Insured as respects General Liability,Auto Liability and Umbrella Liability policies, pursuant to and subject to the policy's terms, definitions, conditions and exclusions. RE: Colorado Architectural Paint Recovery Program Household Hazardous Waste Drop-Off Site and Waste Paint Management Agreement ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Hello