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Home My WebLink About20202517.tiffCsbni-r.c, =O #-9307 Memorandum TO: Mike Freeman, Chair Board of County Commissioners FROM: Mark Lawley, Executive Director Department of Public Health & Environment DATE: December 9, 2020 SUBJECT: Clean Harbors Agreement for Professional Services for Household Hazardous Waste Pickup and Disposal For the Board's approval is an Agreement for Professional Services between Clean Harbors Environmental Services, 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). Weld County operates two (2) permanent household hazardous waste (HHW) collection facilities to facilitate and encourage the proper management of household and eligible commercial hazardous wastes generators. The "Greeley" facility is located at 1311 North 17th Avenue, Greeley, Colorado, and the "Dacono" facility is located at 5500 Highway 52, Dacono, Colorado. The program serves the residents of Weld County and Weld County businesses that are classified by the State of Colorado as "very small quantity generators" (VSQGs) of hazardous wastes. The HHW facilities are staffed and managed by county employees and operate four days a week (between both facilities) or approximately 160 hours per month, on a year-round basis. In addition, the program participates in one two-day clean up event each spring. VSQG wastes are currently accepted on Wednesdays, at the Greeley facility, by appointment only. This includes wastes that may be generated by County departments. In order to operate these facilities within State and Federal regulations, this contract with Clean Harbors provides safe and reliable disposal of these accepted materials through a licensed vendor able to properly transport, treat and/or dispose of accepted wastes. This Agreement was generated following the award of this contract to Clean Harbors under the county's RFP process, bid number B2000156, and will become effective upon full execution of the Agreement by Weld County. The Agreement term is for one year, with the ability to renew for two one-year periods, at the discretion of Weld County. This Agreement can also be terminated by either party with thirty days prior written notice. Assistant County Attorney, Karin McDougal, has reviewed this Agreement for Professional Services and finds the terms acceptable. The Board approved placement of this Agreement for Professional Services on the Board's agenda via pass -around dated November 18, 2020. I recommend approval of this Clean Harbors Agreement for Professional Services for Household Hazardous Waste Pickup and Disposal. O�nen+ Ada l a/ (Cot (D -Q2 Gc wV)e-a-et%-1-L- b2i/G/io 00Q0-1-1 (-ILOO'a DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & CLEAN HARBORS ENVIRONMENTAL SERVICES, INC. HOUSEHOLD HAZARDOUS WASTE PICKUP AND DISPOSAL SERVICES THIS AGREEMENT is made and entered into this 16th day of September, 2020, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Clean Harbors Environmental Services, Inc., a corporation, whose address is 42 Longwater Drive, Norwell, Massachusetts 0261, hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are specifically incorporated herein by this reference. County and Contract Professional acknowledge and agree that this Agreement, including specifically Exhibits A and B, define the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A consists of County's Request for Proposal (RFP) as set forth in "Proposal Package No. B2000156". The RFP contains all of the specific requirements of County. Exhibit B consists of Contract Professional's Response to County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibit A which is attached hereto and incorporated herein by reference. Contract Professional shall coordinate with Weld County to perform the services described on attached Exhibits A and B. Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through and until Contract Professional's completion of the responsibilities described in DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA Exhibits A and B. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. Either party has the right to terminate this Agreement, with or without cause on thirty (30) days prior written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contract Professional provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contract Professional's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount described in Exhibit A within thirty (30) days of receipt of Contractor's invoice. Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by formal resolution of the Weld County Board of County Commissioners, as required DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of the sum of the bid amount set forth in Exhibit A. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contract Professional was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contract Professional shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contract Professional hereunder and Contract Professional agrees to be responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Contract Professional shall not be paid any other expenses unless set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage expense incurred. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contract Professional in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20) 7. Independent Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law (and as set forth in Exhibit A provide proof thereof when requested to do so by County. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records and computer files generated by Contract Professional in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contract Professional agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contract Professional of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contract Professional, and County's action or inaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims." The insurance coverages specified in this Agreement are the requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contract Professional shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to these requirements must be made in writing by Weld County. NOTWITHSTANDING ANY TERM OR CONDITION OF THIS AGREEMENT TO THE CONTRARY AND, TO THE GREATEST EXTENT ALLOWED BY LAW, COUNTY AGREES THAT CONTRACT PROFESSIONAL'S AGGREGATE LIABILITY TO COUNTY TO ANYONE CLAIMING BY, THROUGH, OR UNDER COUNTY, AND TO ANY THIRD PARTY FOR ANY AND ALL INJURIES, CLAIMS, DEMANDS, LOSSES, EXPENSES, OR DAMAGES, OF WHATEVER KIND OR CHARACTER INCLUDING BUT NOT LIMITED TO AN ACTION OR CLAIM BASED ON CONTRACT, WARRANTY, EQUITY, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE WORK/SERVICES, OR THE PROJECT SITE, SHALL BE LIMITED TO THE GREATER OF 1)TOTAL AMOUNT OF COMPENSATION RECEIVED BY CONTRACT PROFESSIONAL HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, 2) $1,000,000. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contract Professional and shall, without additional compensation, remedy and correct any errors, omissions, or other deficiencies. Notwithstanding anything to the contrary, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, lost data, lost revenues, loss of use, loss of business opportunity, or diminution in value, whether arising under contract, warranty, equity, tort, strict liability, or any other theory of liability whatsoever. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account to the extent caused by its negligent performance under this Agreement or its failure to comply with the provisions of the DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA Agreement, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; Pollution Liability: This coverage is required whenever work under the contract involves pollution risk to the environment or losses caused by pollution conditions (including asbestos) that may arise from the operations of the Contractor described in the Contractor's scope of services. The policy shall cover the Contractor's completed operations. The coverage must include sudden and gradual pollution conditions including clean-up costs when mandated by governmental authority, when required by laws, or as a result of a third party claim. Limits required are $10,000,000 Per Loss and $10,000,000 Aggregate. If the coverage is written on a claims -made basis, the Contractor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract; and that continuous coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years beginning from the time that work under this contract is completed. Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contract Professional shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contract Professional warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Total Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. Additional insured coverage shall be evidenced by and in accordance with use of ISO Endorsements Form No. CG 20 10 04 13 "Additional Insured - Owners, Lessees or Contractors — Scheduled Person or Organization" and Form No. CG 20 37 04 13 "Additional Insured - Owners, Lessees or Contractors — Completed Operations". Such coverage shall not exceed and shall be subject to the limitation of liability as set forth in Section 13. Notwithstanding anything to the contrary herein, should Contract Professional maintain any insurance in amounts greater than that required herein or that indicated in any certificate of insurance furnished by Contract Professional, or any insurance in addition to that required herein or indicated in any certificate of insurance furnished by Contract Professional, such insurance shall be for the exclusive protection and benefit of Contract Professional and County shall not be named an additional insured on such insurance and shall have no rights to the proceeds thereof as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA 14. Risk. Title, risk of loss and all other incidents of ownership to the waste materials shall be transferred from Weld County to Clean Harbors at the time Clean Harbor takes possession of and removes waste materials from the place of transfer, or at the time Clean Harbors accepts delivery of the waste materials at its TSD facility, whichever is applicable. Waste material which are discovered to be non -conforming may be rejected by Clean Harbors. Title, risk of loss and all other incidents of ownership to non -conforming wastes shall remain at all times with Weld County. Waste materials shall be considered non -conforming for purposes of this Agreement if: (1) the waste materials are not properly packaged or labeled; or (2) the waste materials contain constituents or have characteristics or properties not disclosed on the applicable waste profile, and such constituents, characteristics or properties increase the cost to Clean Harbors or increase the risk of hazard to human health or the environment from the handling, transportation, storage or disposal of such material; or (3) the designated disposal facility is not designed or permitted to dispose of waste material with such undisclosed constituent, characteristics or properties. Waste material discovered by Clean Harbors to be non -conforming, if in Clean Harbors possession, shall be prepared for lawful transportation by Clean Harbors and returned to Customer within a reasonable time after rejection by Clean Harbors, unless the parties agree to an alternative and lawful manner to dispose of the waste material. Weld County shall pay Clean Harbors at agreed rates for the handling, loading, preparing, transporting, storing and caring for and, if applicable, disposing of such non -conforming waste materials. In the event subsurface or latent conditions at the work site materially differ from those indicated in the contract documents or if the latent or subsurface physical conditions are of an unusual nature not ordinarily found to exist in environmental service activities identified in the contract documents, Clean Harbors shall be entitled to an equitable adjustment of the contract price and time. 15. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County and such consent shall not be unreasonably withheld, delayed or denied. Any attempt by Contract Professional to assign or transfer it rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contract Professional hereunder. 16. Examination of Records. To the extent required by law, the Contractor agrees that any duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 18. Notices. County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Clean Harbors Environmental Services Inc. 42 Longwater Drive Norwell, MA 02061 ATTN: General Counsel (Urgent Contract Matter) With copy to: Name: Position: Address: Address: E-mail: Facsimile: County: Tanya Geiser Director, Public Health Administrative Services 1555 N. 17th Avenue, Greeley, CO 80631 tgeiser@weldgov.com 970-304-6412 19. Compliance with Law. Contract Professional shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 20. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 21. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA 22. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 23. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 24. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 25. 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. 26. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 27. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 28. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 29. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional 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 or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA Professional 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 Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program .or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional 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 Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 30. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 31. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contract Professional acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits A and B, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed this Agreement this (O day of DocuSign Envelope ID: D69AED79-1217-44DA-859C-DA56837889DA /a, , 2020. CONTRACT PROFESSIONAL: By: [uocusgned by: truce. Merru. Name: ti"Mergan Title: svp Date 11/10/2020 I 9:14:39 AM PST WELD COUNTY: ATTES Wel B ...WdriLeo Jeito;,1 o th- B BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO eputy C Mike Freeman, Chair DEC 1 6 2020 ATTACHMENT A — Pricing Schedule This form must be complete: Filled in per your offered services (mark `n/a' for services not offered). Pricing shall be inclusive of all costs associated with the disposal and/or recycling of the materials listed on the schedule, including transportation, supplies, and incidental costs. Company Name: Clean Harbors Environmental Services, Inc. Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Aerosol Cans Recycle Incineration Lab pack Lab pack $ N/A $ N/A $ N/A $ 94.00 $ 188.00 $ 467.00 Ballasts Non PCB or Electronic Alternative Incineration Non -bulk Non -bulk $ 75.00 $ 150.00 $ N/A $ 108.00 $ 216.00 $ N/A Ballasts PCB Alternative Incineration Non -bulk Non -bulk $ 103.00 $ 205.00 $ N/A $ 353.00 $ 707.00 $ N/A Batteries Alkaline Recycle Incineration Lab pack Lab pack $ 212.00 $ 414.00 $ N/A $ N/A $ N/A $ N/A Batteries Lithium *5 Gallon Pail Price Recycle Incineration Lab pack Lab pack $ 143.00* $ N/A $ N/A $.. N/A $ N/A $ N/A Batteries Rechargeable (NiCd, NiMH, Li -Ion) Please indicate if disposal price differs between the three. *5 Gallon Pail Price Recycle Alternative Non -bulk Non -bulk $ 125.00* $ N/A $ N/A $ N/A $ N/A $ N/A Use Lithium rate above for Li -Ion Compressed Gases - Small Propane Cylinders Recycle Incineration Non -bulk Non -bulk $ 359.00 $ 478.00 $ N/A $ N/A $ N/A $ N/A Compressed Gases - Refrigerants (per cylinder price) Treatment Incineration Lecture Cylinder Rates $ 24.00 $ N/A $ N/A $ 136.00 $ N/A $ N/A Compressed Gases - Foam Insulation Cylinders (per cylinder price) Treatment Incineration Lecture Cylinder Rates $ N/A $ N/A $ N/A $ 308.00 $ N/A $ N/A B2000156 14 Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Corrosive Alkali Solids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ 467.00 Corrosive Alkali Liquids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ N/A Corrosive Acidic Liquids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ N/A Corrosive Acidic Solids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ 467.00 Flammable Liquids Treatment Incineration Lab pack Lab pack $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ N/A Flammable Liquids Treatment Incineration Bulk Bulk $ N/A $ N/A $ N/A $ 42.00 $ 84.00 $ N/A Fluorescent Tubes (provide price per linear foot and/or by weight) Recycle Alternative Loose Pack Loose Pack $ 0.84/LB $ N/A $ N/A $ N/A $ N/A $ N/A Mercury Containing Bulbs (lamp shards) Recycle Alternative Bulk Bulk $ 342.00 $ 684.00 $ N/A $ 134.00 $ 267.00 $ N/A Mercury Containing Bulbs (HID and Sodium) Ships in 5 Gallon Pail Recycle Alternative Lab Pack Lab Pack $ 2.89/LB* $ N/A $ N/A $ N/A $ N/A $ N/A Mercury Containing Bulbs (Miscellaneous) Ships in 5 Gallon Pail Recycle Alternative Lab Pack Lab Pack $ 2.89/LB $ N/A $ N/A $ N/A $ N/A $ N/A Oxidizers Liquids Treatment Incineration Lab pack Lab pack $ 108.00 $ 216.00 $ N/A $ 108.00 $ 216.00 $ N/A Oxidizers Solid Treatment Incineration Lab pack Lab pack $ 108.00 $ 216.00 $ N/A $ 108.00 $ 216.00 $ N/A B2000156 15 Materials Stream Description Management Methods Pa Aka g gmg to 49 CFR 171.8 173.12(b) Price (TransportationPrice & Disposal of 30 gal. Drums) (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Paint Related Materials (Cubic Yard Boxes) Recycling Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ 467.00 Pesticides\Poisons Liquids Alternative Incineration Lab pack Lab pack $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ N/A Pesticides\Poisons Solids Alternative Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ 467.00 Materials Stream Description Management Methods Packaging (according to Packing Group I Standards) Price (Transportation & Disposal of 2 gal. Drums) Price (Transportation & Disposal of 5 gal. Drums) Price (Transportation & Disposal of 30 gal. Drums) Cyanides Liquids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ N/A $ $ $ N/A N/A $ N/A N/A N/A $ 85.00 N/A Cyanides Solids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ N/A $ $ $ N/A N/A $ N/A N/A N/A $ 85.00 N/A Flammable Solids Recycle Incineration Lab Pack Lab Pack $ $ N/A $ N/A $ $ N/A N/A $ 57.00 108.00 Organic Peroxide Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ N/A $ $ $ N/A N/A $ N/A N/A N/A $ 85.00 N/A Organic Acids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ N/A $ $ $ N/A N/A $ N/A N/A N/A $ 57.00 108.00 Mercury & Mercury Compounds Recycle Treatment Lab Pack Lab Pack $ $ N/A $ 495.00 $ $ N/A N/A $ N/A N/A B2000156 16 Materials Stream Description Management Methods Packaging (according to Packing Group I Standards) Price (Transportation & Disposal of 2 gal. Drums) Price (Transportation & Disposal of 5 gal. Drums) Price (Transportation & Disposal of 30 gal. Drums) Mercury Contained in Manufactured Articles Recycle Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ 295.00 $ N/A N/A $ N/A $ N/A N/A $ N/A $ N/A Mercury Containing Pesticides Liquids Alternative Treatment Incineration Lab pack $ $ $ N/A $ N/A $ N/A N/A $ N/A $ N/A N/A $ 495.00 $ N/A Metal Compounds (Arsenic, Lead, Silver, Cadmium, etc.) Treatment Landfill Alternative Lab pack $ $ $ N/A $ N/A $ N/A N/A $ 57.00 $ 108.00 N/A $ N/A $ N/A Materials Stream Description p Packaging Management Methods Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Corrosive Alkali Liquids Recycling Incineration Treatment Bulk Bulk Bulk $ N/A $ N/A $ N/A $ N/A $ 130.00 $ 173.00 Corrosive Acid Liquids Recycling Incineration Treatment Bulk Bulk Bulk $ N/A $ N/A $ N/A $ N/A $ 130.00 $ 173.00 B2000156 17 EXHIBIT A REQUEST FOR BID WELD COUNTY, COLORADO 1150 O STREET GREELEY, CO 80631 DATE: JULY 23, 2020 BID NUMBER: B2000156 DESCRIPTION: HOUSEHOLD HAZARDOUS WASTE & DISP SAL SERVICES DEPARTMENT: DEPARTMENT OF PUBLIC HEALTH & ENVIRONMENT I; OPENING DATE: AUGUST 11, 2020 1. NOTICE TO BIDDERS: The Board of County Commissioners of Weld County, Colorado, by and through the Controller of Weld County, wishes to purchase the following: H usehold Hazardous aste Pickup and Dllsposa➢ Services f r the Weld County Household Hazardous Waste Program (Depart lent of Public Health Se Environment). Bids will be received at the Office of the Weld County Purchasing Department in the Weld County Administrative Building, 1150 O Street Room #107 Greeley CO 80631 until: 10:00AM on Tuesday, August 11, 2020 (Weld County Purchasing Time Clock- NOTE: DUE TO THE CRONAV0RUS PA NDE IC the bid . Bening Noll be h&i d voa a S e Conference Call,. See page 19 for conference call irformaflon. * PAGES 1 - 8 OF THIS REQUEST FOR BIDS CONTAIN GENERAL INFOMATION FOR THE REQUEST NUMBER REFERRED TO ABOVE. NOT ALL OF THE INFORMATION CONTAINED IN PAGES 1-6 MAY BE APPLICABLE FOR EVERY PURCHASE. BID SPECIFICS FOLLOW PAGE 8. 2. INVITATION TO BID: Weld County requests bids for the above -listed merchandise, equipment, and/or services. Said merchandise and/or equipment shall be delivered to the location(s) specified herein Bids shall include any and all charges for freight, delivery, containers, packaging, less all taxes and discounts, and shall, in every way, be the total net price which the bidder will expect the Weld County to pay if awarded the bid. You can find information concerning this request on the Bidnet Direct website at https://www.bidnetdirect.com/. Weld County Government is a member of BidNet Direct. BidNet Direct is an on- line notification system which is being utilized by multiple non-profit and governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system. Bid Delivery to Weld County - 2 methods: 1. Email. Emailed bids are preferred. Bids may be emailed to: bids@weIdgov. com . Emailed bids must include the following statement on the email: "I hereby waive my right to a s -:aled bid". An email confirmation will be sent when we receive your bid/proposal. If more than one copy of the bid is requested, you must submit/mail hard copies of the bid proposal. B2000156 1 3. INSTRUCTIONS TO BIDDERS: INTRODUCTORY INFORMATION Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Department. Each bid must give the full business address of bidder and be signed by him with his usual signature. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the signature and title of the person signing. Bids by corporations must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Controller/Purchasing Director/Purchasing Director, satisfactory evidence of the authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Department on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Controller/Purchasing Director/Purchasing Director for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Controller/Purchasing Director/Purchasing Director; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders' risk. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. 4. SUCCESSFUL BIDDER HIRING PRACTICES - ILLEGAL ALIENS Successful bidder certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Successful bidder 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 or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Successful bidder 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 Successful bidder that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under B2000156 2 this Agreement. Successful bidder shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Successful bidder obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Successful bidder shall notify the subcontractor and County within three (3) days that Successful bidder has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Successful bidder shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Successful bidder 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 Successful bidder participates in the State of Colorado program, Successful bidder shall, within twenty days after hiring a new employee to perform work under the contract, affirm that Successful bidder has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Successful bidder shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Successful bidder fails to comply with any requirement of this provision or of C.R.S. §8- 17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Successful bidder shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Successful bidder receives federal or state funds under the contract, Successful bidder must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24- 76.5-103(4), if such individual applies for public benefits provided under the contract. If Successful bidder operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 50 GENE L PROVISI NS A. Fund Availability: Financial obligations of Weld County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. By acceptance of the bid, Weld County does not warrant that funds will be available to fund the contract beyond the current fiscal year. B. Trade Secrets and I r Con₹identllai intormatin: Weld County discourages bidders from submitting confidential information, including trade secrets, that cannot be disclosed to the public. If necessary, confidential information of the bidder shall be transmitted separately from the main bid submittal, clearly denoting in red on the information at the top the word, "CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., the Colorado Open Records Act (CORA), with regard to public records, and cannot guarantee the confidentiality of all documents. The bidder is responsible for ensuring that all information contained within the confidential portion of the submittal is exempt from disclosure pursuant to C.R.S. 24-72-204(3)(a)(IV) (Trade secrets, privileged information, and confidential commercial, financial, geological, or geophysical data). If Weld County receives a CORA request for bid information marked "CONFIDENTIAL", staff will review the confidential materials to determine whether any of them may be withheld from disclosure pursuant to CORA, and disclose those portions staff determines are not protected from disclosure. Weld County staff will not be responsible for redacting or identifying Confidential information which is included within the body of the bid and not separately identified. Any document which is incorporated as an exhibit into any contract executed by the County shall be a public document regardless of whether it is marked as confidential. C. G�.+��-� ernmenta mmu noty: No term or condition of the contract shall be construed or interpreted as a B2000156 3 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. D. Independent Contractor: The successful bidder shall perform its duties hereunder as an independent contractor and not as an employee. He or she shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to the contract. Neither the successful bidder nor any agent or employee thereof shall be deemed to be an agent or employee of Weld County. The successful bidder and its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through Weld County and Weld County shall not pay for or otherwise provide such coverage for the successful bidder or any of its agents or employees. Unemployment insurance benefits will be available to the successful bidder and its employees and agents only if such coverage is made available by the successful bidder or a third party. The successful bidder shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to the contract. The successful bidder shall not have authorization, express or implied, to bind Weld County to any agreement, liability or understanding, except as expressly set forth in the contract. The successful bidder shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, and (b) provide proof thereof when requested to do so by Weld County. E. Compliance with Law: The successful bidder shall strictly comply with all applicable federal and state laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. F. Choice of Law: Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of the contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. G. No Third -Party Beneficiary Enforcement: It is expressly understood and agreed that the enforcement of the terms and conditions of the contract, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in the contract shall give or allow any claim or right of action whatsoever by any other person not included in the contract. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under the contract shall be an incidental beneficiary only. H. Attorney's Fees/Legal Costs: In the event of a dispute between Weld County and the successful bidder, concerning the contract, the parties agree that Weld County shall not be liable to or responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of the successful bidder. Disadvantaged Business Enterprises: Weld County assures that disadvantaged business enterprises will be afforded full opportunity to submit bids in response to all invitations and will not be discriminated against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award. J. Procurement and Performance: The successful bidder agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project. The successful bidder shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements outlined in the Bid within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. K. Term: The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through and until successful bidder's completion of the responsibilities described in the Bid. L. Termination: County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a B2000156 4 material breach of the terms of the Agreement. M. Extension or Modification: Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by the successful bidder shall be the basis for additional compensation unless and until the successful bidder has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. N. Subcontractors: The successful bidder acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of the successful bidder. The successful bidder shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. The successful bidder shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to the successful bidder by the terms of this Agreement, and to assume toward the successful bidder all the obligations and responsibilities which the successful bidder, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by the successful bidder and the successful bidder shall cooperate in such process. The successful bidder shall be responsible for the acts and omissions of its agents, employees and subcontractors. O. Warranty: The successful bidder warrants that services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The successful bidder further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contractor is aware that all work performed on this Project pursuant to this Agreement is subject to a one-year warranty period during which Contractor must correct any failures or deficiencies caused by contractor's workmanship or performance. The bidder warrants that the goods to be supplied shall be merchantable, of good quality, and free from defects, whether patent or latent. The goods shall be sufficient for the purpose intended and conform to the minimum specifications herein. The successful bidder shall warrant that he has title to the goods supplied and that the goods are free and clear of all liens, encumbrances, and security interests. Service Calls in the First One Year Period: The successful bidder shall bear all costs for mileage, travel time, and service trucks used in the servicing (including repairs) of any of the goods to be purchased by Weld County, Colorado, pursuant to this bid for as many service calls as are necessary for the first one (1) year period after said goods are first supplied to Weld County. Bidder shall submit with their bids the following information pertaining to the equipment upon which the bids are submitted: 1. Detailed equipment specifications to include the warranty. 2. Descriptive literature. P. Non -Assignment: The successful bidder may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by the successful bidder to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of the successful bidder hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. B2000156 5 Q. Interruptions: Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. R. Non -Exclusive Agreement: This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. S. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement agree that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of the successful bidder's services and the successful bidder shall not employ any person having such known interests. During the term of this Agreement, the successful bidder shall not engage in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by the successful bidder to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of the successful bidder nor any member of the successful bidder's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises the successful bidder's operations, or authorizes funding to the successful bidder. T. Severability: If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. U. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra- judicial body or person. Any provision to the contrary in the contract or incorporated herein by reference shall be null and void. V. Board of County Commissioners of Weld County Approval: This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. W. Compensation Amount: Upon the successful bidder's successful completion of the service, and County's acceptance of the same, County agrees to pay an amount no greater than the amount of the accepted bid. The successful bidder acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the County's delegated employee, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. X. Taxes: County will not withhold any taxes from monies paid to the successful bidder hereunder and the successful bidder agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 6. INSURANCE REQUIREMENTS General Requirements: Successful bidders must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Successful bidders shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A" VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, B2000156 6 the issuing company shall send written notice to the Weld County Controller/Purchasing Director/Purchasing Director by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Successful bidder. Successful bidder shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Successful bidder to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Successful bidder. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Successful bidder from liabilities that might arise out of the performance of the work under this Contract by the Successful bidder, its agents, representatives, employees, or subcontractors. The successful bidder shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The successful bidder is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The successful bidder shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to these requirements must be made in writing by Weld County. The successful bidder stipulates that it has met the insurance requirements identified herein. The successful bidder shall be responsible for the professional quality, technical accuracy, and quantity of all materials and services provided, the timely delivery of said services, and the coordination of all services rendered by the successful bidder and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The successful bidder shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the successful bidder to conform to any statutes, ordinances, regulation, law or court decree. The successful bidder shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of The successful bidder in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the successful bidder will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the successful bidder agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the successful bidder for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The successful bidder shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the successful bidder's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a successful bidder or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such successful bidder or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance for bodily injury, property damage, and liability assumed under an insured contract, and defense costs, with the minimum limits must be as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; B2000156 7 $2,000,000 products and completed operations aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Successful bidder shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Successful bidders shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the Request for Bid. Proof of Insurance: County reserves the right to require the successful bidder to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Successful bidder's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Successful bidder's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, subcontractors, independent contractors, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of Successful bidder. Successful bidder shall include all such subcontractors, independent contractors, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Successful bidder agrees to provide proof of insurance for all such subcontractors, independent contractors, sub - vendors suppliers or other entities upon request by the County. The terms of this Agreement are contained in the terms recited in this Request for Bid and in the Response to the Bid each of which forms an integral part of this Agreement. Those documents are specifically incorporated herein by this reference. B2000156 8 SPECIFICATIONS AND/OR SCOPE OF WORK AND PROPOSED PRICING: I. INTENT The Weld County Department of Public Health & Environment is seeking one or more qualified vendors for the transportation, treatment, and/or recycle/disposal of Household Hazardous Waste (HHW) and Very Small Quantity Generator (VSQG) waste including some commingled wastes, and non -hazardous landfill -banned wastes, collected at the Weld County Household Hazardous Waste Facilities. II. SPECIFIC INFORMATION AND CONDITIONS Weld County operates two (2) permanent household hazardous waste (HHW) collection facilities to facilitate and encourage the proper management of household and eligible commercial hazardous wastes generators. The "Greeley" facility is located at 1311 North 17th Avenue, Greeley, Colorado, and the "Dacono" facility is located at 5500 Highway 52, Dacono, Colorado. The program serves the residents of Weld County and Weld County businesses that are classified by the State of Colorado as "very small quantity generators" (VSQGs) of hazardous wastes. The HHW facilities are staffed and managed by county employees and operate four days a week (between both facilities) or approximately 160 hours per month, on a year-round basis. In addition, the program participates in one (two-day) clean up event each spring. VSQG wastes are currently accepted on Wednesdays, at the Greeley facility, by appointment only. The facility accepts most types of household and VSQG hazardous waste which includes, but is not limited to: paint, motor oil, antifreeze and other automotive products, pesticides and garden products, hobby and pet products, pool and spa chemicals, household cleaners, fluorescent bulbs, ballasts, flammable liquids, etc. Wastes not accepted include, but are not limited to: radioactive materials including smoke detectors, explosive or shock sensitive materials, medical or biohazard waste, friable asbestos, and electronic wastes. In 2019, the program served over 5,709 households and collected 400,102 lbs. of hazardous waste. In addition, in 2019, the Weld County HHW program served nearly 23 businesses and collected over 6,333 lbs. of hazardous waste. Waste quantities listed in Appendix B are the wastes shipped for the HHW program and VSQG businesses in 2019. While these numbers are indicative of the services proposers are asked to provide, this information should not be construed as a minimum or maximum guarantee of service levels. Weld County estimates that the average amount of material to be offered for transportation, disposal and recycle will be between 85,000 to 100,000 pounds every three to four months. The following are expected to be recycled locally: Motor oil, oily water, antifreeze, lead -acid batteries, and latex paint (through Colorado's PaintCare program). Weld County will: A. Perform all packaging of materials, including bulking of flammable/combustible liquids. B. Ensure proper labeling of containers according to DOT regulations. C. Provide the Contractor a detailed inventory of items to be shipped, at least one week prior to pick up. D. Assist with the loading of materials to be shipped. E. Ensure that a►l materials are packaged in accordance with the agreed -upon profiling system. F. Assign a designated contact for all communications regarding any work performed under this contract. G. Periodically review performance with the vendor(s) and may check with the EPA, using the vendor's EPA identification number, for information about current status and records history relating to regulatory standards and requirements. H. Inspect as needed, with reasonable notice, any facility used for management of wastes collected. B2000156 9 The Contractor(s) will: A. Perform regular pickups of hazardous waste as needed (typically once per quarter) from the County's two HHW facilities, located at 1555 North 17th Avenue, Greeley, CO 80631, and 5500 HWY 52, Dacono, CO 80514. Collection of waste from both facilities is to occur on the same day, and it is expected that driver/truck will be onsite no later than 9am. B. Establish waste profiles for those waste streams that require one, collect samples to establish waste profiles if necessary, and assist with waste packaging, and the identification of unknown wastes. C. Assure, whenever possible, that hazardous materials are managed in accordance with the County's preferred waste management methods, with number one (1) being the most preferred method: 1. Recycling and Reuse 2. Energy Recovery 3. Conversion to Non- or Less -Hazardous Compounds 4. Complete Destruction/Incineration 5. Secure Landfill D. Advise County staff on correct waste packaging to ensure that all waste is packaged according to applicable Department of Transportation requirements, including a list of specific waste streams that require container contents inventory sheets or special lab -packing requirements. E. Assist in developing and/or revising the waste acceptance criteria and segregation, storage, packaging, and record keeping procedures, which are compatible with Contractor requirements. F. Assist in developing acceptable procedures for identifying and handling unknown materials. The Weld County Department of Public Health & Environment has limited capability to categorize all unknowns received. G. Provide the necessary equipment and supplies for packaging, handling, labeling, and transporting household hazardous waste. This does not include carts and in-house personal protection equipment. This does include the provision of the necessary lifting devices (such as a lift gate) to load wastes onto transport trucks, as well as barrels, boxes, liners, pallets, labels, and fill material. H. Prepare and provide in advance, the appropriate shipping papers, manifests, labels and/or any other documentation necessary for the proper transporting, and disposing and/or recycling of materials, and check labeling of all waste containers, performed by County staff, prior to each shipment. I. Return the original signed and dated manifest to Weld County within thirty (30) days after delivery of materials to a disposal and/or recycle facility. J. Provide a Certificate of Disposal/Recycle (COD/R) to Weld County within six (6) months after the delivery of materials for disposal, treatment, recycle, or landfill. If a certificate of disposal and/or recycle is not received within six (6) months, the Contractor will provide a written explanation of the delay. Weld County reserves the right to terminate the contract if the written explanation is deemed unacceptable or no written explanation was provided. a. Certain items in the non -regulated material streams, or not requiring a COD/R, shall have a signed Manifest of Receipt returned to Weld County within thirty (30) days after delivery of materials to a disposal and/or recycle facility. K. Assume possession of the material/waste the moment it leaves the Weld County HHW facilities. L. Manage all materials received in accordance with all applicable local, state, and federal regulations for the transportation, storage, and disposal/recycle of said materials. B2000156 10 M. Provide documentation as part of this RFB to prove that all facilities to be used for waste disposal, treatment, or recycling are in compliance with all applicable state and federal regulations. N. Be responsible for transporting all materials received from the Weld County HHW facilities. The Contractor will ensure that any transporter has all required permits and licenses in accordance with local, state, and federal regulations for the transportation of materials received from the Weld County HHW facilities. The Contractor will provide locations, addresses, and EPA and DOT identification numbers for each and every transporter utilized within this contract to the County's designated contact. The Contractor will also ensure that any transporter utilized meets all insurance requirements pursuant to the requirements stated in this proposal. O. Be solely responsible for maintaining all records required by local, state and federal laws for materials received and in their possession from the Weld County HHW facilities. The Contractor will provide this information to Weld County upon request. P. Disclose/designate a primary facility for disposal and/or recycle of materials received from the Weld County HHW facilities. If the primary designated facility cannot accept a shipment of materials, then an alternate facility that has been pre -approved by the both Contractor and Weld County will be used. Q. Shall maintain an approved contingency plan defining the procedures the Contractor will use to identify and correct any problem that it may encounter during the performance of the duties under the contract. The plan must include remedial action provisions, spill prevention and control, and emergency responses for hazardous waste transportation activities. R. Shall maintain current information and submit updates regularly to Weld County on any subcontractor(s) it is using, including, but not limited to, the subcontractor(s) role, and history of environmental compliance. EVALUATION CRITERIA Proposals will be evaluated on the following criteria: A. Price B. Proposed services C. Quality and clarity of proposal D. Understanding of service requested E. Experience providing similar services F. Facilities references CONTRACT DATE The duration of the contract will be for one year with the option of two (2) one year renewals. Contractor may request an annual price increase at a rate not to exceed the effective percentage change in the consumer price index (CPI) or product price index, whichever is most appropriate for the specific contract for the previous twelve (12) months. The effective change rate shall be based on the local index. The request for an increase must be submitted to the controller/contract administrator no later than May 31 of each year and will be effective with the next contract period. If agreement cannot be reached, the contract will be terminated at the end of the current contract period. The County will accept price reductions at any time during the contract period. SUBMITTAL CHECKLIST Proposers should follow the Submittal Checklist to complete their proposal. A narrative addressing all sections of the Submittal Checklist, following that naming and numbering format, plus Appendix A (in spreadsheet format) comprise the bulk of the submittal. All documentation and elements listed in the Submittal Checklist are required. Proposers are encouraged to include any innovative, cost -saving ideas. B2000156 11 Hse t SU 83 IVA T TA CHECK is page as a checklist to be s DST re all information is included. Rally Signed Sognati rre Page (page 19) Bo xper ence (Proposal arra hie, Sector I) l ) Number of years in hazardous or non -hazardous waste management I I 2) Details of experience serving HHW and/or VSQG programs 3) Complete list of HHW and/or VSQG related clients 4) Four references - for each reference please provide the following: a. Service b. Client c. Organization d. Contact Le. Phone f. I -Mail address Cho F;icoUdty Provide the Jeth0Us following QP roposa0 information Nsratllve, for all Sec facilities ion 2) to be used to provide the services list requested together in for this each RFP, facility: please provide the following, with items C.1 though C.6 provided in a 1) Name LI 2) Full Address Owner Operator _I 3) EPA ID # 4) Permit details 5 involved, Compliance enforcement history for the actions, last 5 alleged years gp listing violations, the date disposition, of all inspections, , penalties, agency and 6) Compliance - current status FacoDoty Confirm Audits that the (Proposal County is able Narrative, Setorn to audit, with 3) reasonable notice, all facilities to be proposed used, or used, by the contractor. Co Staff .uS ffflc Dons (Proposal Narrative, Sethon 4) 1) Describe your staff training program 2) Education and qualifications of staff who will perform the work ll 3) Experience and ability managing HHW waste at collection events 4) Ability to provide waste characterization profiles I� 5) Ability to meet DOT packaging and shipping requirements I I 6) Ability to provide technical assistance F. U=onancllalPath (Proposal a larva rive, Section 5) 1) Provide an audited financial statement for your company (within the last five years) Go fodder Specific Advantages (Proposal NarraUovr 5 Sec ion C ) For example: please offer any innovative suggestions or best -possible price scenarios. ._ B2000156 12 ATTACHMENTS Attachment A — Hazardous Waste Pricing The contractor will use Appendix A to provide prices per container, or per pound (if container price is not available), or per box. Pricing shall be inclusive of all costs associated with disposal and/or recycling of the materials listed on the schedule, including transportation, supplies, and any incidental costs. If an alternative packing method, disposal method, etc. is offered for a particular waste stream, then the proposer should add rows to the spreadsheet to describe these additional management options. Attachment B — Wastes Shipped in 2019 from Weld County HHW Facilities While these numbers are indicative of the services proposers are asked to provide, this information should not be construed as a minimum or maximum guarantee of service levels. Weld County estimates that the average amount of material to be offered for transportation, disposal and recycle will be between 85,000 to 100,000 pounds every three to four months. 32000156 13 ATTACHMENT A — Pricing Schedule This form must be complete: Filled in per your offered services (mark 'n/a' for services not offered). Pricing shall be inclusive of all costs associated with the disposal and/or recycling of the materials listed on the schedule, including transportation, supplies, and incidental costs. Company Name: Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Aerosol Cans Recycle Incineration Lab pack Lab pack $ $ $ $ $ $ Ballasts Non -PCB or Electronic Alternative Incineration Non -bulk Non -bulk $ $ $ $ $ $ Ballasts PCB Alternative Incineration Non -bulk Non -bulk $ $ $ $ $ $ Batteries Alkaline Recycle Incineration Lab pack Lab pack $ $ $ $ $ $ Batteries Lithium Recycle Incineration Lab pack Lab pack $ $ $ $ $ $ Batteries Rechargeable (NiCd, NiMH, Li -Ion) Please indicate if disposal price differs between the three. Recycle Alternative Non -bulk Non -bulk $ $ $ $ $ $ Compressed Gases - Small Propane Cylinders Recycle Incineration Non -bulk Non -bulk $ $ $ $ $ $ Compressed Gases - Refrigerants (per cylinder price) Treatment Incineration $ $ $ $ $ $ Compressed Gases - Foam Insulation Cylinders (per cylinder price) Treatment Incineration $ $ $ $ $ $ B2000156 14 Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Corrosive Alkali Solids Recycle Incineration Non -bulk Non -bulk $ $ $ $ $ $ Corrosive Alkali Liquids Recycle Incineration Non -bulk Non -bulk $ $ $ $ $ $ Corrosive Acidic Liquids Recycle Incineration Non -bulk Non -bulk $ $ $ $ $ $ Corrosive Acidic Solids Recycle Incineration Non -bulk Non -bulk $ $ $ $ $ $ Flammable Liquids Treatment Incineration Lab pack Lab pack $ $ $ $ $ $ Flammable Liquids Treatment Incineration Bulk Bulk $ $ $ $ $ $ Fluorescent Tubes (provide price per linear foot and/or by weight) Recycle Alternative Loose Pack Loose Pack $ $ $ $ $ $ Mercury Containing Bulbs (lamp shards) Recycle Alternative Bulk Bulk $ $ $ $ $ $ Mercury Containing Bulbs (HID and Sodium) Recycle Alternative Lab Pack Lab Pack $ $ $ $ $ $ Mercury Containing Bulbs (Miscellaneous) Recycle Alternative Lab Pack Lab Pack $ $ $ $ $ $ Oxidizers Liquids Treatment Incineration Lab pack Lab pack $ $ $ $ $ $ Oxidizers Solid Treatment Incineration Lab pack Lab pack $ $ $ $ $ $ B2000156 15 Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Paint Related Materials (Cubic Yard Boxes) Recycling Incineration Non -bulk Non -bulk $ $ $ $ $ $ Pesticides\Poisons Liquids Alternative Incineration Lab pack Lab pack $ $ $ $ $ $ PesticideslPoisons Solids Alternative Incineration Non -bulk Non -bulk $ $ $ $ $ $ Materials Stream Description Management Methods Packaging (according to Packing Group I Standards) Price (Transportation & Disposal of 2 gal. Drums) Price (Transportation & Disposal of 5 gal. Drums) Price (Transportation & Disposal of 30 gal. Drums) Cyanides Liquids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ $ $ $ $ $ $ Cyanides Solids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ $ $ $ $ $ $ Flammable Solids Recycle Incineration Lab Pack Lab Pack $ $ $ $ $ $ Organic Peroxide Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ $ $ $ $ $ $ Organic Acids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ $ $ $ $ $ $ Mercury & Mercury Compounds Recycle Treatment Lab Pack Lab Pack $ $ $ $ $ $ B2000156 16 Materials Stream Description Management Methods Packaging (according to Packing Group I Standards) Price (Transportation & Disposal of 2 gal. Drums) Price (Transportation & Disposal of 5 gal. Drums) Price (Transportation & Disposal of 30 gal. Drums) Mercury Contained in Manufactured Articles Recycle Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ $ $ $ $ $ $ Mercury Containing Pesticides Liquids Alternative Treatment Incineration Lab pack $ $ $ $ $ $ $ $ $ Metal Compounds (Arsenic, Lead, Silver, Cadmium, etc.) Treatment Landfill Alternative Lab pack $ $ $ $ $ $ $ $ $ Materials Stream Description Packaging Management Methods Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Recycling Bulk $ $ Corrosive Alkali Liquids Incineration Bulk $ $ Treatment Bulk $ $ Recycling Bulk $ $ Corrosive Acid Liquids Incineration Bulk $ $ Treatment Bulk $ $ B2000156 17 ATTACHMENT B — Wastes Shipped in 2019 from both Weld County HHW Facilities Material Stream # of Containers Container Size/Style Acids, Liquid 6 55 -gallon drum, plastic Acids, Solid 5 30 -gallon drum, plastic Acids, Bulk 55 -gallon drum, plastic Aerosols 18 Cubic meter Box Bases, Liquid 5 55 -gallon drum, plastic Bases, Solid 2 30 -gallon drum, plastic Bases, Bulk 55 -gallon drum, metal Batteries (alkaline/dry cell) 5 55 -gallon drum, metal Batteries (Ni-Cad) 55 -gallon drum, metal Batteries (lithium) 55 -gallon drum, metal Batteries (Nickel-MH) 55 -gallon drum, metal Compressed Gases -small (i.e. Camp propane bottles) 6 55 -gallon drum, metal Compressed Gases- Refrigerant 201bs each, on pallet Compressed Gases -large (BBQ propane tanks) 201bs each, on pallet Cyanide 5 -gallon, plastic Flammables, Bulk (liquid) 46 55 -gallon drum, metal Flammables, Liquid (Lab -Pack) 22 55 -gallon drum, metal Flammables, Paint Related Material 28 Cubic Meter Box Flammables, Solids Cubic Meter Box Grease, Solid 30 -gallon drum, metal Light Bulbs- Straight Tubes 11 cylinders @ 1350 lbs Fiber Cylinders Light Bulbs, crushed lamp shards 4 55 -gallon drum, metal Light Bulbs (CFLs) 7 boxes @ 107 lbs packed in boxes Light Bulbs (HID, Metal Halide, Sodium, Hg) 2 Boxes @ 27 lbs packed in boxes Mercury, Mercury Compounds 1 5 -gallon, plastic Oily Water contaminated with Solvents 2 55 -gallon drum, metal Oxidizers, Liquid 1 55 -gallon drum, plastic Oxidizers, Solid 30 -gallon drum, plastic Peroxide Formers 55 -gallon drum, metal PCB Ballasts 1 55 -gallon drum, metal Poison, Dry (Solid) 8 Cubic Meter Box Poison, Dry (Solid) 4 55 -gallon drum, metal Poison, Liquid (Lab -Pack) 95 55 -gallon drum, metal Poison, Liquid (Bulk) 55 -gallon drum, metal Water Reactive 5 -gallon, plastic Other, i.e. Shock Sensitive 5 -gallon, plastic B2000156 18 BIM OPEN NG IMLL BE HELD VfiA A SKYPE C NFERENCE CALL To join call: (7 20) I39 -526i and enter Conference ID: 4645' ` 26 Please note that due to the Coronavorus (C Vl -19 pandemfic, some of us are teDeworkfinp0 Vflth that ty� sald7 the foiiowhiig c "angles have been made to our cur a nt bfid process until future noUUcce: 1. No hard copies of bids will be accepted. 2. Only one electronic copy of your bid is needed. PDF format is required. 3. Email bids to bids(a�weldgov.com. If your bid exceeds 25MB please upload your bid to https://www.bidnetdirect.corn/. The maximum file size to upload to BidNet is 500 MB. The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all of the conditions, specifications, and special provisions set forth in the request for proposal for Request No. #82000156. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying proposal sheets. 4. The signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. 5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. FIRM BUSINESS ADDRESS CITY, STATE, ZIP CODE TELEPHONE NO FAX TAX ID # PRINTED NAME AND TITLE SIGNATURE E-MAIL DATE B2000156 19 WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 - 8. ATTEST: Weld County Clerk to the Board BY: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Deputy Clerk to the Board Mike Freeman, Chair APPROVED AS TO SUBSTANCE: Elected Official or Department Head Controller/Purchasing Director B2000156 20 EXHIBIT B Rose Everett V /0 From: S •o t : To: Cc: Subject: Attachments: BURGESS, KENNETH BRUCE <burgess.kenneth@cleanharbors.com> Tuesday, August 11, 2020 9:14 AM bids Burns, Nancy E; Creekmore, Jamie L; Flores, Glen D; Holdaas, Suzanne M Weld County Bid Number B2000156 Household Hazardous Waste & Disposal Services Clean Harbors Submittal For Weld County Bid B2000156.pdf Caution: n. This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Please find attached Clean Harbors response to the above referenced bid. Per bid instructions, I hereby waive my right to a sealed bid. Clean Harbors Submittal For Weld County Bid B2000156 contains the following documents in a PDF Portfolio. • Weld County Cover Letter Tab 0 - Weld County Signature Page Weld County 2020 HHW Proposal Tab 1 - Clean Harbors Personnel List and Training Records Tab 2 Clean Harbors Selected Facilities 5 -Year Compliance History Tab 3 - Clean Harbors Transportation Permits Tab 4 - Clean Harbors 2019 Annual Report If you have any questions or concerns please do not hesitate to contact any of the Clean Harbors personnel on this email. Regards, Ken Burgess Safety Starts with Me: Live It 3-6-5 Ken Burgess Proposal Manager Clean Harbors (o) 803.520.2915 bu mess. kenneth Mclean harbors. com www.cleanharbors.com 3 hu e u; 1 Clean Harbors Environmental Services, Inc. 4721 Ironton Street, Unit B Denver, Co 80239 www.drcanharbors.co n August 11, 2020 Attn: Board of Weld County Commissioners Weld County Purchasing Department, Administrative Building 1150 D Street, Room #107 Greeley, CO 80631 Via Email: billis,@vapv.coni Clean Harbors Environmental Services, Inc. is submitting this proposal to provide Weld County household hazardous waste transport and disposal services for your two permanent collection facilities. Our approach is simple and straightforward; our commitment to our clients' success is first and foremost. To this end, we are proposing to provide the most economically feasible processes to meet your needs and budget. Clean Harbors is committed to providing our clients with quality service and guaranteed program success. Clean Harbors strengths in the performance of Household Hazardous Waste management services are as follows: Each program is tailored to the specific and unique needs of the community. Packaging procedures, transportation, treatment, and disposal are all performed by one company, limiting our clients' liability. A single point of contact is provided for all services and technical assistance. Clean Harbors has the facilities, technical knowledge, and dedicated staff to provide Weld County with the best possible service. Clean Harbors will continue to provide the County with an unparalleled array of quality, professional services. Clean Harbors has the on -site management experience, systems capabilities, a network of Hazardous Waste Facilities and Service Centers, and the efficiencies of our transportation and logistics management systems, needed to meet the County's expectations. Weld County can capitalize on Clean Harbors' knowledge and experience gained during our past 40 years in the industry. Our goal as your contractor is to share with you our ideas, programs, systems and expertise in order for the County to maximize the efficiency of its' HIIW program. Clean Harbors is in good standing in the State of Colorado and has all the necessary licenses, permits, certifications, approvals and authorizations necessary in order to perform all of the services requested within the County's Request for Bid. Clean Harbors will provide Weld County with an experienced team of professionals from our Denver field office who will provide the collection and technical support services for the County. We have organized our bid response into two main sections: technical and cost. In order to make evaluations easier, our technical response is organized according to your submittal checklist. Your required signature page in the bid follows this cover letter. "People and Technology Creating a Safer, Cleaner Environment" i eanHarbor Thank you for allowing Clean Harbors the opportunity to assist the Health Department in managing the hazardous waste disposal and environmental services needs of the residents of Weld County. We welcome the opportunity to meet with you and your team to discuss these services in greater detail and we look forward to continuing our relationship with the County of Weld in the years ahead. If you would like additional information regarding our proposal please feel free to contact your local HEW Program Manager Glen Flores at 720-202-2901 or via email flores.glen(a)crcanharboi•s.conn. Sincerely, Clean Harbors Environmental Services, Inc. ken Burgess Proposal Manager c Glen Flores, Hflw Program Manager Suzanne Holdaas, Account Manager Nancy Burns, Technical Services Branch Manager Jamie Creekmore, Technical Services District Manager BID OPENING WILL BE HELD VIA A SKYPE CONFERENCE CALL To join call: I (720) 439-526 1 and enter Conference ID: Please note that due to the Coronavirus (COVID-19) pandemic, some of us are teleworking. With that said, the following changes have been made to our current bid process until future notice: 1.No hard copies of bids will be accepted. 2. Only one electronic copy of your bid is needed. PDF format Is required. 3. Email bids to bids cj° eid ov,.coi n. If your bid exceeds 25MB please upload your bid to htt ps:lly rww.biduetdirecticoml. The maximum file size to upload to BidNet is 500 MB. The undersigned, by his or her signature, hereby acknowledges and represents that: I. The bid proposed herein meets all of the conditions, specifications, and special provisions set forth in the request for proposal for Request No. #B2000156. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying proposal sheets. 4. The signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. 5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. FIRM Clean Harbors Environmental Services, Inc, BUSINESS ADDRESS 4721 Ironton Street, Unit B CITY, STATE, ZIP CODE Denver, Colorado, 80239 TELEPHONE NO 303-371-1100 FAX 303-371-1516 TAX ID # 04-2698999 PRINTED NAME AND TJTLI= qf: or. e .. Curtis, Executive Vice Pre id nt. ,:._ President, . Prciny and Proposals SIGNATURE E-MAIL holdaas.suzanne@cleanharbors.com Suzanne Holdaas, Account Manager (303) 909-0720 DATE August 6, 2020 82000156 19 WELD C SUBMITTAL F R HOUSEHOLD HAzARDIus WASTE ISPOSAL S _ h;1ZV _ I Ch,S DEADLINE; AUGUST l 1, 2Q20 @10:00 A. ID NUMBER: B2000 i 56 ENVIRONMENTAL SERVICES' Clean Harbors Environmental Services, Inc. 4721 Ironton Street, Unit B Denver, CO 80239 Suzanne Holdaas, Account Manager holdassuzanne@cleanharbt.)2-s.c,om Department of Public Health & Environment Weld County, Colorado 1150 O Street Greeley, CO 80631 bids( &ldgov.00m Weld County COVER LETTER Table of Contents Household Hazardous Waste & Disposal Services 1. CLEAN HARBORS OVERVIEW 2 CLEAN HARBORS SERVICES & CAPABILITIES 3 2. CLEAN HARBORS HOUSEHOLD HAZARDOUS WASTE QUALIFICATIONS 7 HHW WASTE COLLECTION SERVICE OFFERINGS 7 OVERVIEW OF CLEAN HARBORS HOUSEHOLD HAZARDOUS WASTE SERVICES 12 CLEAN HARBORS HHW PROGRAM FEATURES AND BENEFITS 13 CLEAN HARBORS HHW AND VSQG CUSTOMERS _....15 CLEAN HARBORS HHW REFERENCES ...16 3. PROJECT ORGANIZATION 17 TRAINING COMPLIANCE 21 4. OPERATIONAL APPROACH 24 MOBILIZATION AND SITE SETUP 24 RECEIVING AND SEGREGATING WASTE 25 UNKNOWNS TESTING 26 PACKAGING WASTE 26 BULKING / CONSOLIDATION 27 MANIFESTING AND LABELING 27 DEMOBILIZATION.28 5. CLEAN HARBORS ENVIRONMENTAL COMPLIANCE & HEALTH AND SAFETY.. 29 ENVIRONMENTAL COMPLIANCE PROGRAM 29 HEALTH AND SAFETY PROGRAM 30 VPP PROGRAM 31 6. INSURANCE INFORMATION 33 7. CLEAN HARBORS' FACILITY FACT SHEETS 36 8. COST PROPOSAL 44 GENERAL PRICING CONDITIONS 49 Tab 0 — Weld County Signature Page Tab 1— Clean Harbors Personnel List and Training Records Tab 2 — Clean Harbors Selected Facilities 5 -Year Compliance History Tab 3 — Clean Harbors Transportation Permits Tab 4 — Clean Harbors 2019 Annual Report www.cleanharbors.com August 11,2020 Weld County Household Hazardous Waste & Disposal Services 1. Clean Harbors Overview Clean Harbors is the leading provider in environmental, energy and industrial services throughout North America. The Company serves a diverse customer base across a broad range of vertical markets, which includes a majority of the Fortune 500 companies, numerous federal, state, provincial and local governmental agencies, and through its Safety-Kleen subsidiary, over 200,000 small and medium sized businesses. Headquartered in Norwell, Massachusetts, Clean Harbors maintains an industry leading portfolio of waste disposal and solvent recycling facilities and service locations throughout the United States and Canada, as well as Mexico and Puerto Rico. The Company operates two reporting segments — Environmental Services and Safety-Kleen — which are made up of several businesses. Environmental Services Technical Services provides a broad range of vertically integrated hazardous and non -hazardous material management services. These include collection, packaging, transportation, recycling, treatment, and disposal services, which are offered at Company -owned recycling, incineration, landfill, wastewater, and other treatment facilities. Clean Harbors operates more than 100 disposal facilities. Industrial and Field Services provides industrial and specialty services. These include high- pressure and chemical cleaning, catalyst handling, decoking, daylighting and hydro excavation, material processing, and oilfield transport and production services. Industrial and Field Services also consists of a wide variety of environmental cleanup services, including tank cleaning, decontamination, remediation and spill cleanup. Oil, Gas and Lodging Services serves the oil and gas exploration, production and power generation industries. Services include seismic services, surface rentals and lodging operations in Western Canada. Safety-Kleen Safety-Kleen provides used oil collection, recycling and re -refining, parts washing and other environmental services for the small quantity generator market. Safety-Kleen's closed -loop environmental solutions enable customers to effectively manage their waste streams, capturing economic advantages through reduced costs and the sale of recovered products. www.cleanharbors.com 2 August 1 I, 2020 Weld County Household Hazardous Waste & Disposal Services CLEAN HARBORS & SAFETY-KLEEN L.S. FOOTPRINT a U e O { F * NPIO .L :.l 4 a C O S A Waste Management Facilities Incineration A Solvent Recycling or Oil Recovery Treatment? Storage & Disposal Facility Transformer Processing Facility Wastewater Treatment Landfill p 4 G t 0 0 t.w.9 e is iso I. 0 0 C t C C O 0 0, P C G A ell LAio e a 'l5 # et IP ihi 0 SeV * 4 i_ 8 $ ® a 0 # C as k Os tifij a 0 a 4 C 0 ckts sop Environmental Services Locations Energy & Industrial Services Locations • Safety-Kleen Branch Clean Harbors Services & Capabilities Our Service Centers provide the primary interface with customers. In addition to the service efficiencies and cost savings provided by the proximity of Clean Harbors' locations, the wide range of comprehensive environmental services available through Clean Harbors Service Centers assures local access to support services and consultation. The following pages provide an outline of the services Clean Harbors provides throughout North America. www. cleanharbors. co m 3 August 11, 2020 COMPANY SERVICES Waste Management • Airbag disposal • Bulk waste disposal • Catalyst treatment • Consumer products disposal • Container management • Drum waste disposal • Explosives management • Hazardous and non -hazardous waste disposal • Large-scale waste removal and disposal projects • PCB disposal • Waste transportation services Recycling Services • Chemicals and solvents • Electronic and obsolete equipment • Light bulb recycling • Reuse, recycling and reclamation • Used oil and oil products Chemical Packing • CleanPack°® laboratory chemical packing • Customi'ack° self -pack program • Cylinder and compressed gas ma nagernent • DEA controlled substance management • Labor ator y moves • Radioactive services and disposal • Reactive material services Household Hazardous Waste Services • Agricultural and pesticide collections • Consulting ser vices • Door-to-door collection programs • Mobile collection programs • Permanent collection facilities • Small quantity generator programs • Special waste events • Temper ary one -day collections • Universal waste programs Online Services • Drum scheduling • Management reports • Profile management l nSite Services • Customized on -site e= ivironrnental and industrial set vices • Environmental program administration • Management and regulatory reporting Healthcare Services • Biohazardous waste • Compliance services • Emergency response • Facility cleanup services • Hazardous waste • Laboratory chemical packing • On -site management pi ograrns • Pathological waste • Pharmaceutical waste • Sharps management Treatment and Disposal Technologies • Fuel blending • Incineration • Landfill • Shredding • Wastewater treatment INDUSTRIAL AND FIELD SERVICE'S Emergency Response • Biological and infectious agent response • Chemical and hazardous material spill response • Disaster recovery services • Emergency pump -outs • Emergency waste disposal • National response coverage progr ams • Oil spill cleanup • Standby emergency response coverage Field Services • Decontamination • Demolition and dismantling • Excavation and removal • Facility closures • Fittration and treatment ser vices • Maritime services • Product recover y and transfer • Rc}iLc'ar cleaning and inspection • Reirtediatiori services • Scarifying and media -blasting • Steam cleaning • Tank cleaning • Vacuum tt tick set vices Industrial & -Sp►ecialty Services • Chemical cleaning • Chemical hauling • Decoking and pigging ser vices • Dewater ii rg and materials processing • DryAshrM • Hands FreeTM technologies • High-pressure services • Hydro excavation • t.iquid/1)ry van dim services • Outage and tut naround set vices • Re -.Source Solutions • Ultrasonic: cleaning tech; iology Daylighting and Hydro Excavation • Bell holes • Daylighting • Ditching and trenching • Line locating services • Pier holing • Potholing • Rig cleaning • Spill cleanup • .lank cleaning • Trench and shoring boxes 42 Longwater Drive a Pct Box 9149 • Norwell, Massachusetts 020611-9149.800282.0058 • www.cleanharbors.corn ©2018 Clean Harbors, inc. Alt rights reserved Production Services • Chemical hauling • Coil tubing • Continuous rod services • Fluids handling, transportation and disposal • Flush - by services • Hot oiling • Hydro vac services • Pressure trucks • Solids handling, transportation and disposal • Vapor tight tank production packages Directional Boring • Directional drilling/HDD • Pipe fusion ser vices for HOPE and PVC • Pipe rarnmirig/Pipe extraction • Sceptaconrm pipe sales • Underground utility construction InSite Services® • customized ore -site environmental and industrial services safotiphl000. A Chan Harbors Company COMPANY SERVICES :I L. GAS AND LC DGING :SERVICES Lodging Services • Client closed and open lodges • Drill camps • Manufacturing • Permanent and temporary camps • Sanitherm® water set vices • Wastewater treatment plants Seismic Services • Civil water and sewer infr astructure construction • Environmental and geotechnical drilling • Kodiak I3AGT RACKLR1M system • Land and aerial surveying (LiDAR mapping) • Land development • Line clearing and right of way clearing • Line locating services • Mulching and hand cutting • Seismic drilling • Seismic line cutting Surface Rentals • Auger tank technology • Centrifuges • Chemical hauling • Drill camps and cater ing • Drilling fluids recovery systems • Generators • Light towers • Mattings i ngs • Sanitherrn water services® • Solids control • Tank farms • Wastewater treatment systems • Wellsite trailers Additional Services • Downhole production services • Drilling fluids and solids disposal • Fracki ng water treatment and disposal • Rolloff and frac tanks • Transport production services SAFETY -K LEEN Oil Solutions • Oil collection • OiLPlusTM/Oil delivery • Oil re -refining Parts Cleaning Technologies • Aqueous and solvent chemistries • Aqueous parts washers • Paint gun cleaners • Solvent parts washers Products • Absorbents and wipers • Antifreeze/coolant, windshield washer fluid • Oils, lubricants • Safety-Kleen PROfessional products Waste Management • Automotive waste • Fuel blending • Hazardous waste • Incineration services • Industrial waste • Laidfill disposal • Universal waste • Wastewater treatment Vacuum Services • Drain, sunup, pit and trench cleanouts • Non -hazardous liquids and sludge disposal • Oil water separator services • Process water disposal • Sewer water drains • Spill cleanups • Tank pump -outs Emergency Response • 24/7/365 • Chemical and hazardous material spill response • Oil spill response Weld County Household Hazardous Waste & Disposal Services Clean Harbors Technical Services Our Technical Services line of service has been developed specifically for the collection and transporting of all containerized and bulk waste (Transportation and Disposal) as well as the categorizing, packaging, and removal of laboratory chemicals for disposal (CleanPacka). Through a highly coordinated transportation fleet of more than 10,000 vehicles, Clean Harbors provides reliable, cost-effective Transportation and Disposal to customers across North America. Our vast service network consists of over 100 service locations. From our Technical Service Centers, we dispatch our trucks to pick up customers' wastes on a pre -determined schedule as well as on demand, and then deliver it to one of our nearby Transfer, Storage, and Disposal (TSD) facilities. From these same Technical Service Centers, we can dispatch chemists to a customer location to safely collect, label, and package all quantities of laboratory chemicals for disposal. Transportation & Disposal Services > Incineration ➢ Wastewater Treatment ➢ Landfill > Reuse, Recycling and Reclamation > Fuel Blending ➢ Laboratory Chemical Disposal ➢ Used Oil & Oil Products Recycling ➢ Explosives Management > PCB Disposal ➢ Waste Transportation and Logistics CleanPack Laboratory Chemical Management Services ➢ Laboratory Chemical Packing ➢ Household Hazardous Waste Management > Cylinder and Compressed Gas Management > Reactive Material Services > Laboratory Moves > CustomPack Services > Facility Closures ➢ Clean Harbors InSite Services (On -site Program Management) www.eleanharbors.com 6 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services 2. Clean Harbors Hs useh iskl Hazar !' ous aste Qualifications 3 3. Recycle S. itineration 6. Landfill ys"'1'e w b'I 1t 1.Y .cv axw wwL• .a,v inm pxweMwwvr a •kw ... :. Since 1980, Clean Harbors has taken the lead in identifying the most cost-effective environmentally sound options for waste management. Beyond our methodologies to reduce or reuse waste, our wide range of recycling, treatment, incineration, and landfill facilities bring a complete range of alternatives to our customers. Choose Clean Harbors for the best in flexibility, efficiency and rapid service. Communities and organizations rely on Clean Harbors to handle hazardous materials because they know the job will be done right with strict compliance to all federal, state, provincial, and local environmental, health, and safety regulations. HHW Philosophy Clean Harbors is committed to providing communities with quality service and guaranteed program success. Our strengths in the performance of Household Hazardous Waste Services are as follows: ® Each program is tailored to the specific and unique needs of the community. Technical assistance is available in applying for permits and variances. Packaging, transportation, treatment and disposal are all performed by one company, Clean Harbors. A single point of contact is provided for all services and technical assistance. All equipment and supplies are top -of the -Mine, and in good condition. Excellent insurance coverage is provided for all phases of operation. Clean Harbors' personnel handle, segregate, and package all wastes according to regulations, record information about those wastes for manifest purposes, and containerize the wastes according to regulatory guidelines. Materials that are capable of being consolidated on site are collected and may be consolidated via pour -off operations. Filled drums are properly closed and transferred to a fully licensed and permitted transport vehicle prior to shipment to one of Clean Harbors' fully permitted TSDFs. Manifests are prepared by Clean Harbors' professionals. No drums leave the site until they are properly packaged, labeled, and manifested. No waste is left on the site. HHW Waste Collection Service Offerin Clean Harbors has positioned itself as the leader of household hazardous waste management programs in North America. Communities trust us to collect their paints, solvents, batteries, fluorescent lamps, pesticides, cleaners, and other hazardous materials because they know we'll do it safely and efficiently, with the highest regard for the environment. www.clefhlllaFbors.Corn 7 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Nationwide, we have managed tens of thousands of household hazardous waste collection programs. Events have ranged from small one -day collections to multiple -site regional and statewide collections. We have extensive experience in providing a full range of technical and support services required for HHW Programs. The Programs managed by Clean Harbors include: a Temporary and Satellite Household Hazardous Waste Collection Events i Permanent Household Hazardous Waste Collection Facility Management O Door -to -Door Collection Programs et Universal Waste t) Special Collection Events (e.g. E -Waste, Recycle Only, Phamiaceuticals, etc.) Landfill Load Check Programs SQG /CESQG Programs to Material Re -Use Programs t Agricultural Pesticide Collection Programs Co Emergency / Disaster -Related Household Hazardous Waste Programs Our Household Hazardous Waste Management Services include: a Program Management ti Staffing O Disposal t Transportation Program Management- Clean Harbors' dedicated HHW staff will provide complete program management including pre -event planning, event logistics, on -site operations, and post -event reporting. Our highly trained and experienced staff will provide technical and regulatory assistance as well. Staffing - Clean Harbors has an extensive staffing pool of both full-time and part-time hazardous waste chemists and technicians. Whether we provide complete turnkey services or supplemental staffing to a client -run program, you can rely on Clean Harbors for professional, experienced and knowledgeable HHW professionals. Disposal - Clean Harbors assumes generator status of all waste removed from participant vehicles. Assuming generator status means we acquire all rights, titles, and liability to waste removed from site. www_cl carrharbors.com 8 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services As an environmentally conscious company, we are committed to recycling and reclaiming wastes using a variety of methods. These methods effectively rcmove contaminants from the original material, restore its fitness for its intended purpose or convert it to a beneficial reuse, thereby reducing the volume of waste requiring disposal. Transportation - Clean Harbors' fleet of over 10,000 licensed transportation vehicles is critical to providing turnkey environmental management services to our clients. We maintain all required state and federal permits and licenses for transporting all waste generated at the collection events. By choosing Clean Harbors as its service provider for waste collection, transportation and disposal services, the County will benefit from Clean Harbors' highly experienced and knowledgeable personnel, and overall compliant environmental management services. We are delighted for the opportunity to offer our extensive experience, superior qualifications, and state- of-the-art technologies that will most certainly meet or exceed the requirements of your Household Hazardous Waste Management program. Temporary One to Multiple Day Household Hazardous Wa Temporary One -Day Collection Events are the most common solution for Household Hazardous Waste (HHW) Programs. These stand-alone events can service many residents in a ishort timeframe and are for first time n n 1 � [3 t�f 1 (� sue{ C` 4" �D'°Q I appropriate Lil Jl cull .L.tii�11.�, 1 u►al communities, and communities where funds are limited. For Conditionally Exempt Small Quantity Generators (CESQGs) and Small Quantity Generators (SQGs), one -day events offer a legal and safe disposal option. Constantly changing environmental regulations can make establishing your collection guidelines for acceptable and unacceptable material difficult. Having only specific designated days for collection can make this task easier as well as greatly reduce or eliminate permitting and siting requirements. Temporary collection events strategically held in multiple locations throughout your service area provide convenient, local access to residents. This advantage eliminates the need for large capital investments before deciding to build and operate a permanent facility. to Collection Events Clean Harbors offers: Program design and implementation Collection and management Regulatory assistance Technical assistance Program Design and Implementation — Whether you are designing a new program or looking to improve your existing one, Clean Harbors professionals assist by evaluating your unique community needs, budgetary conditions, and program goals. From there, we will provide recommendations for the specific type of program components, public education and outreach, and data gathering and evaluation. We will then guide you through the implementation process. \ ww.cleanl arbocs.com 9 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Collection and Management — Clean Harbors will identify, segregate, package, transport and dispose all material received during a temporary one -day collection event. We offer the latest technology available to maximize your recycling efforts. With Clean Harbors' extensive network of permitted treatment, storage, and disposal facilities, we can handle every type of material that may be brought into the collection event. Regulatory Assistance — Clean Harbors will support your temporary one -day collection event with regulatory assistance at the local, state, provincial and federal levels. Our program specialists follow the evolving regulatory framework and can alert you of changes in existing regulations and implementation of new regulations as well as provide guidance for compliance. With our own Regulatory Affairs Department, rest assured that your waste will be transported and managed properly and all services will be provided with strict internal regulatory oversight. Permanent Hotuseho d Hazardous Waists Collection Fad Wes From transportation and disposal, to supplemental staffing, to a turnkey operation, Clean Harbors provides a range of service options for your permanent Household Hazardous Waste (HHW) facility. We will work with you to determine an optimal operating schedule and streamline facility operations to reduce your overall program costs. Permanent HHW collection facilities and depots allow for maximum consolidation of waste. They typically provide adequate storage space for longer accumulation periods allowing clients to ship only full containers of waste. Access to greater resources on site for chemical identification, segregation, and packaging allow you to accept a wider range of materials. The efficiencies provided by a permanent collection location program reduce the program's total operating costs in terms of staffing, waste disposal, equipment, materials and supplies. Clean Harbors provides: Design and building phase assistance Turnkey operation Supplemental staffing Transportation and disposal Design and Building Phase Assistance - Our experts can provide guidance on the optimal design and layout of your collection center and can assist in the construction phase. We work with your local enforcement and oversight agencies to ensure the facility or depot is in strict regulatory compliance. www.cleanharbors.con1 10 August 11, 2020 Weld County Household Hhuardous Waste & Disposal Services Turnkey Operation — Utilizing our extensive network of internal resources for staffing, transportation, and waste management, Clean Harbors will provide full turnkey service for your permanent collection facility or depot program from initial waste acceptance through program reporting. Supplemental Staffing — Rely on Clean Harbors for trained, experienced and professional laborers, waste technicians and chemists who are available for full-time or part-time support of your program. Our HHW specialists are trained in traffic control, unloading, sorting, packaging, bulking, hazardous characteristic identification (HAZ CAT), and transporting household hazardous waste. Transportation and Disposal — Through Clean Harbors' extensive transportation network and 50 waste management facilities, we can provide routine pick up of your HHW to fulfill your transportation and disposal needs. With more than 400 service locations, Clean Harbors can also provide emergency or short -notice pickups from your permanent location. If your permanent collection facility or depot only requires transportation and disposal of waste materials, Clean Harbors can partner with your program to provide these services. Moil« Household Hazardous Waste Collection Programs Clean Harbors provides Mobile Household Hazardous Waste (HHW) Collection Programs for communities located beyond a defined distance from a permanent collection site. A municipality may consider supplemental collection options such as developing satellite facilities and/or adding a mobile collection unit once a permanent HHW collection facility is established. This type of program is effective in rural or urban settings. These temporary events require a collection vehicle such as a box truck and trailer to transport the material back to the central permanent site or to the end disposal sites. All equipment, supplies, and waste are removed immediately following the collection event. Mobile collections are an efficient alternative when siting a permanent location is prohibited. Clean Harbors Mobile Household Hazardous Waste Collection Programs provide many advantages including: t Increased participation e Flexible schedule + Technical and operational support °:qt Collection and waste management Increased P4rticipation - These programs allow customers to reach a new sector of the population that may not otherwise travel the distance to the permanent center. Mobile programs are a viable solution for rural or large metropolitan areas. Flexible Schedule - Customers can select the dates and times of event operations based upon their needs. Technical and Operations Support - From waste identification to packaging requirements, to supply and equipment recommendations, our chemists and logistical coordinators are there to answer your questions and provide full technical support to your program. Our program specialists follow the evolving regulatory framework and can alert you of changes in existing www.cleanharbors.com 1 1 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services regulations and implementation of new regulations as well as provide guidance for compliance. With our own Regulatory Affairs Department and our Technical Service Specialists, rest assured that your waste will be transported and managed properly, and all services will be provided with strict internal regulatory oversight. Collection and Waste Management — Utilizing our extensive network of internal resources for staffing, transportation, and waste management, Clean Harbors will provide turnkey services for your mobile collection program. Overview of Clean Harbors Household Hazardous Waste Services Clean Harbors conducts thousands of household hazardous waste (T—THW) and pesticide collection programs throughout North America collecting paints, solvents, batteries, fluorescent lamps, pesticides, cleaners and other hazardous materials during these one -day, multi -day and mobile programs. With over 40% of the national market, we are the largest provider of HHW services. Our HHW specialists work closely with customers to identify short and long-term objectives, as well as explore viable options that can lower liability and maximize fiscal resources. We meet the challenges unique to your community or organization with strict compliance to all federal, state, provincial, and local environmental, health and safety regulations. The following chart shows the volume of HHW managed by Clean Harbors over the past several years. N tmb r Orders / Manifests 20, 00.0 18,000 6, 000 14,000 12, 000 1O, 000 3,000 6,000 4, OO0 2,000 0 HHW Event Data 15,940 15.955 14,803 12,150 27,036 25,375 Year 2O17 r HHW Orders E Manifests _! Tons www.cleanharbors.com 12 16,553 2012 2013 2014 2015 2016 2016 2019 40,000 16.932 35,000 30,000 25,000 cob 20,000 g 15,000 10,000 5,000 0 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Clean Harbors HHW Program Features and Benefits Clean Harbors will provide a full range of hazardous waste management services, including receiving, classifying, segregating, packaging, transporting, recycling, treating, and disposing of a wide variety of hazardous materials from the County's Household Hazardous Waste Collection Programs. Clean Harbors will provide the following as part of our program when needed: • Skilled Personnel - Clean Harbors' staff of experienced, capable supervisors and technicians will organize and implement your Hazardous Waste Program in an efficient, customer -oriented manner to your complete satisfaction. Our personnel are fully trained and experienced in providing the required services. Clean Harbors will provide efficient service from the first day of the new contract. a Dedicated Project Manager - A dedicated Project Manager will be assigned to your contract and will serve as your single point of contact. The Project Manager will be the source for all approvals, pricing, technical assistance and customer service. He is supported by a team of managers both at the local and regional levels as well as corporate management. Local Facilities - Our Denver, Colorado Service Center will provide the resources to support this Program. Our Kimball, Nebraska facility will be the primary TSDF to receive most hazardous waste from the Program. Our state-of-the-art internal waste tracking system will allow the County to easily track its waste from cradle to grave. Materials and Equipment - Clean Harbors will provide personal protective equipment, UN rated containers, vermiculite, labels, paperwork, and all other supplies, materials and equipment to ensure complete safety and compliance for the operation of all program components. • Document Preparation - Clean Harbors will prepare and provide all the necessary paperwork to properly package and ship waste safely and in compliance with all DOT and EPA regulations. We wilt provide the County with customized reports in an approved format. • Transportation - Clean Harbors will transport the collected waste. Clean Harbors operates a fully licensed fleet of over 10,000 transportation vehicles, including box trucks, dump trailers, containers, tractors, vacuum trucks and van trailers. Clean I Iarbors employs drivers who are fully trained to comply with all DOT and RCRA regulations. Central control is maintained to ensure vehicle maintenance and control of proper permitting. Local maintenance facilities are staffed by our own mechanics for maximum on -time performance. • Disposl Facilities - Clean Harbors owned and operated disposal facilities will receive and manage the waste from the County's Hazardous Waste Program. Clean Harbors' disposal capabilities include Incineration, Wastewater Treatment, Fuels Blending, Recycling, Lab Chemical Disposal, Used Oil and Oil Products Recycling, PCB Disposal, Landfill, and Explosives Management. We have experienced professionals on staff trained to manage specialty wastes that the County may encounter such as high hazard materials (reactive, explosive material, unknown cylinders), and these wastes can be www.cleanharbors.com 13 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services managed internally. Additionally, Clean Harbors is the only household hazardous waste provider with reverse distributor status, which means that we can collect and internally manage all pharmaceuticals accepted through the County's hazardous waste programs. Waste Tracking - Our Waste Information Network (WIN) system will track all hazardous waste to the final disposal facility automatically. • Online Services - Clean Harbors' Online Services include waste profiling and management, waste tracking, manifest viewing, management report generation, and scheduling of drum transportation and disposal. Online Services are free to our customers, and available 24 hours a day, seven days a week. Reduced liability — once the County's waste is received at the Clean Harbors TSDF, we terminate the manifest. Any further shipment or processing of the waste is done with Clean Harbors maintaining waste generator status. In addition, our financial strength, bonding capabilities and comprehensive insurance coverage provide the County with an umbrella of protection unprecedented in the hazardous waste industry. www.cleanharbors.com 14 August 11, 2020 Weld County Clean Harbors HHW and VSQG Customers Clean Harbors services the following clients from our Denver, CO service center. HHW Customers City of Montrose El Paso County HHW Niobrara Conservation District Roxborough Park Foundation San Miguel County Weld County Public Health & Environment West Garfield County Landfill VSQG Customers Alamo Rent A Car Astro Endyne Company Cherry Creek School District City of Wheat Ridge Colorado Allergy & Medical Ctrs Elite Waterproofing Systems, Inc. IMD Path Kleinfelder KND Labs L& R Pallet Nalco Company Nalco Company Petrochem Insulation Pep Boys # 243 Pikes Peak Cog Railway Project Cure Shoco Oil, Inc. Steven Roberts Originals Tristar Coatings V Star Auto Collision, LLC William Crow Jewelers Yen Precisions, LLC www.cleanharbors.com Household Hazardous Waste & Disposal Services City Montrose Colorado Springs Lusk Littleton Telluride Greeley Rifle City Denver Boulder Aurora Wheat Ridge Denver Aurora Aurora Pueblo Lakewood Denver Colorado Springs Denver Denver Lakewood Manitou Springs Centennial Brighton Aurora Castle Rock Aurora Denver Arvada State CO CO WY CO CO CO CO State CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO 15 August 1 1, 2020 Weld County Household Hazardous Waste & Disposal Services Clean Harbors H1W References Customer satisfaction is Clean Harbors' primary goal and we pride ourselves in having many long-term clients. We work with each customer to tailor a program to meet their jurisdiction's needs based on funding, population and individual circumstances. We encourage you to contact the following local agencies / organizations and ask about their experience with using Clean Harbors to manage their HHW programs. El Paso County Client Address: 3255 Akers Drive, Colorado Springs, CO 80922 Contact: Kathy Andrew, Solid Waste Management Division Manager Contact Telephone: 719.520.7879 Contact Email: kathyandrew@elpasoco.com Program Details: Provide materials, transportation & disposal of HHW collected at their permanent facility. Waste ships approximately 6 times per year. San Miguel County Client Address: P. O. Box 4130, Telluride, Colorado 81435 Contact: Chris Smith, Environmental Health Specialist Contact Telephone: 970.369.5442 Contact Email: Chriss t}sannnioue!county.org Program Details: Provide full HHW services for the County once per year, usually in the spring. West Garfield County Client Address: County Road 0075, Rifle, CO 81650 Contact: Deb Fiscus, EH Field Supervisor Contact Telephone: 970.625.5921 Contact Email: clfscus rajgareld-countti .com Program Details: Provide full HHW services for the County once per year, usually in the fall. Keep Scottsbluff -Gering Beautiful Client Address: 100547 Airport Rd, Scottsbluff, NE 69361-7619 Contact: Cassidy Baum, Volunteer Coordinator Contact Telephone: 308.632.4649 Contact Email: ksgb20 151 gmai l.com Program Details: Provide full HHW services for the County once per year, usually in the spring, as well as, pharmaceutical HHW services. www.cleanharbors.com 16 August l 1, 2020 Weld County Household Hazardous Waste & Disposal Services 3. Project Organization The following organizational chart traces the local office structure from field operations personnel, to Clean Harbors' local General Manager Level, and represents the managerial flow chart under which the events will be operated by Clean Harbors. Ms. Suzanne Holdaas will serve as the County's Account Manager and will support all contract management and pricing activities. Nancy Burns Technical Services Branch Manager (303) 371-1100 Suzanne Holdaas Account Manager (303) 709-0720 s Glen Flores HHW Program Manager Chemists/Technicians TBD All personnel and equipment will be dispatched locally from our Denver Service Center, conveniently located on 4721 fronton Street. When Weld County participates in the one (two-day) clean up event each spring, the total number of staffing that Clean Harbors will provide will be based upon our experience with the County and the number of volunteers provided. Outlined below are the typical duties / responsibilities of Clean Harbors' key personnel and onsite collection event employees. Technical Services Branch Manager: Oversees field operations, transportation, customer service and technical sales support for Colorado; and ultimately responsible for all HHW Collection Program planning, logistics, equipment, supplies. ® Account Manager: Serves as the County's primary contact for contractual matters; and provides overall contract management including oversight of the quality of service, pricing and invoicing. HHWProgram Manager: Will provide additional waste quoting when necessary, answer technical questions, resolve issues, and assist with any post -event reporting; may also serve as the collection event Project Manager. ® CleanPack® Coordinator: Provides direction supervision over the Project Manager and Chemists; will schedule resources to be available for HHW collection events; keeps the www.cleanharbors.com 17 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services HHW Specialist and Account Manager up to date with regular progress reports regarding service, scope of work changes, customer satisfaction, etc.; and may serve as the collection event Project Manager. Project Manager: Responsible for site set up, safety and communication between the HHW Specialist, CleanPack® Coordinator and County personnel; serves as the emergency coordinator in the case of an emergency; and performs many of the same duties as Chemists. Chemists: Responsible for screening, segregating, classifying, inventory, bulking and packing collected HHW; as well as conducting analytical tests to identify unknown materials. May assist County personnel with unloading participants' vehicles, etc. All of our onsite employees will be responsible for ensuring that the Roundup collection event site is properly set-up; correct use of equipment and supplies; and maintaining a safe and clean work environment; as well as closing drums, setting up and breaking down equipment, loading full containers onto trucks, and performing general housekeeping functions such as disposal of non -hazardous trash. The County's HHW program will be managed by a dedicated team of experienced HHW professionals who will ensure quality service, cost control, and risk containment. The following tables outline job functions and individual qualifications of our Program Managers, Supervisors, Chemists and Technicians. _.y HHW Employee Job Functions = Program Manager Responsible collection facility for all and planning, events. logistics, Primary equipment, contact supplies, for all operational and staffing -related for activities. the Supervisor Provides transportation on -site supervision and all related for paperwork; acceptance, segregation, in addition waste to Chemist duties packaging, defined below. Chemists Responsible Provides identification for screening, for segregating, unknown inventory wastes by conducting and packing onsite all "Fingerprint" waste collected. tests. Technidans Responsible packages recycling, all sweeping, for paint surveying -related disposal and materials. of unloading non -hazardous waste General housekeeping from trash. participant's functions vehicle. such Sorts and as All Staff Ensures supplies that the and maintains site is properly a safe set-up. & clean work Responsible environment for the for proper employees use of & equipment, participants. See Tab 1 for a list of selected employees, and their Training Records. www.cleanharbors.com 18 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services All HHW personnel will have received at minimum the following training. (HOUSEHOLD HAZARDOUS WASTE t4tA RI,? TRAINING TRAININGPOSITION/JOB liegunteD FUNCTION Project Supervisor HHW Mgr/HHW Chemist Technician Laborers, Loaders (General Other Off- . etc.) (Traffic Greeters/ Counters, Other Control, etc.) 40 -Hour Waste Emergency 29CFR1910.120 Operations Hazardous Response & X X 24 Waste Training -Hour Operations 1910,120 Hazardous 29 CFR X CA Clean Orientation Harbors Training HHW X X X X 8 -Hour Refresher OSHA Annual Training Household Project Clean Waste Supervisors Managers Training Harbors Hazardous for and X _ a Material Unknown Analysis Fingerprint Training Waste I I HMTS Transportation DOT Materials Hazardous Skills X X X o Training HHW Meeti Site Safety na . X � X X X X Medical Clearance Surveillance / X X X CA Respirator Clearance At least one Clean Harbors Chemist on -site must have completed Unknowns Training (CP1080) (1) Note - In the State of California/ Position/Function of Off -loaders will be required to have - Medical Surveillance / Clearance and Respirator Clearance and 24 -Hour Hazardous Waste Operations Training 29 CFR 1910.120. Field is checked off with "CA" when applicable. (2) Note - Any employee working behind the segregation table is required to have OSHA 40 hour training. Any employee involved in the preparation of hazardous material for transport must be trained in and current with DOT 8 -hour training. Househofd Hazardous Waste Collections Standard (HS.00036.T2S-101S),docx www.cleanharbors.com April ZS, 2020 19 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Chemist Specific Training All Clean Harbors CleanPack chemists complete a 40 -hour lab -packaging course. This course concentrates on chemical segregation, packaging and transportation of both industrial and household waste in compliance with local, State and Federal regulations. Detailed explanations and exercises are provided in the following areas: ❑ Basic chemistry principles and chemical hazards ❑ EPA designated waste codes ❑ Selecting the proper waste code and chemical category for a variety of hazardous wastes ❑ Department of Transportation's Driver's Guide to Hazardous Materials which discusses how to select the proper shipping name, chemicals forbidden to transport and materials that must be shipped by themselves ❑ Completion of hazardous waste manifest and land disposal restriction notifications forms, bills of lading, TSCA manifests, scintillation fluid forms and waste profiles ❑ Proper use of personal protective equipment ❑ Procedures to be utilized when sampling drums, testing unknowns and evaluating cylinders ❑ Reactive handling and packaging procedures ❑ Peroxidizable ethers, water reactives, hydrophobic and hydrophilic compounds, Drug Enforcement Agency regulated compounds, picric acid, and chemicals with a low self accelerating decomposition temperature Chemists are required to perform a hands-on mock lab pack exercise that requires them to segregate, properly manifest and label waste. The course ends with a second mock lab pack exercise that encompasses all aspects of the training program. Our chemists also participate in a 3 -month mentoring program with a senior chemist. Driver Specific Training For employees who drive for the company, we have designed a Driver Training Policy and Program, which are structured to provide and maintain drivers with the necessary skills to perform safely and efficiently and to comply with regulatory requirements. Training objectives are met through a combination of initial and refresher training courses. Upon employment by Clean Harbors, our drivers undergo a 16 -hour training course to familiarize them with our policies and procedures. In addition, drivers are required to attend an eight -hour refresher annually. The training course addresses all the items below. Overview of DOT Hazardous Materials Regulations Log Book and Federal Hours of Service Regulations HM- l 81 Requirements Selecting a DOT Description Performance Oriented Packaging DOT Pre -Transport Requirements Special State by State Requirements Chock and Jack Policy Vehicle Safety and Compliance Reporting Procedures Driver Emergency Response Procedures Trip Documentation www.cleanharbors.com 20 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Clean Harbors has a very rigorous evaluation program in place to ensure that the drivers we hire are qualified and experienced in operating the specific type of vehicle for which we have hired them. We require three years of experience and a road test prior to employment and a yearly evaluation of driving skills. We also perform a check on each driver's record prior to employment and annually thereafter. Training Correpjfl Regulatory training is intended to generate and support a company -wide training program designed to achieve three objectives: Competence, Compliance, and Cost-effectiveness. The Regulatory Training Program includes elements such as a corporate training staff, a regulatory training plan, a trainer certification program, and a centralized training module tracking system. The corporate training staff is responsible for developing and delivering courseware for the OSHA, DOT, and EPA training programs. The staff also advises managers on various regulatory interpretations of the training requirements. Other responsibilities include customization of courseware to reflect job function or facility -specific requirements and performing QA/QC of the delivery and content of the training conducted by both internal and external resources. Trainer Certification Program The ..1n„ utilizes Trainer r Certification t; rb Program. Th;c, nrngrnm �c been (I PiTPlnnPA to 1 the company also l�tilizes Traine Certiiica ion 1 l ogram. This p ograiil as een de\Teloped to ensure the quality of training delivered in the field by supervisors and managers. It is required that anyone who conducts training must be certified to do so by submitting a Trainer Application form and receiving approval from their supervisor. They must also meet prior experience requirements or attend a 3 -day Train -the -Trainer course. Training Tracking System The training tracking system interacts with the human resource system. The system contains the regulatory training requirements for all affected positions in the company and tracks attendance at all internal or external training sessions by employee. The system can produce employee - training transcripts and can alert managers of non-compliance issues. Training Records The employee's manager, coordinating with the Training Department or external training contractor, is responsible for overseeing the enrollment of new personnel into training courses, including what portions of the courses the employee is required to complete. The employee's manager is responsible for scheduling and coordinating the courses and for verifying employee attendance. The location (service center or facility) is the Office of Record for the hard copy training documents, which are to be filed in the individual's training files. A centralized database of all training records is maintained in our PeopleSoft HR database. Www.cleanharbors.com. 21 August l l , 2020 Weld County Household Hazardous Waste & Disposal Services ❑ Clean Harbors has implemented the most current version of PeopleSoft's Human Resource Management System. This is a web -based platform running on Microsoft SQL server architecture. Information contained within this system includes: o Employee Data o Streamlined download to Employee Account creation in many of our systems o Payroll Interfaces o Training Management System o OSHA Management and Reporting system Each member of the training network, which consists of the Environmental Compliance Department, General Managers, Health & Safety Managers, the Training Department, and Shared Service Administrators, has direct access to the PeopleSoft HR database to facilitate report generation and tracking. However, database additions or modifications can only be made by the Training Department or by authorized employees. PeopleSoft Training Transcript Sample Report ID: TRN020 Run Date 1/1/2013 Run Time 10:10:00 EMPLtD 0 Name Mr Clean Harbors PeopleSoft STUDENT TRAINING HISTORY Page No, Course Session Number Start Date End Date Status HX2000 External 40 Hour Hazwoper 00010490 04/09/2012 04/13/2012 Completed ET2002 DOT Regulation Haz Mat Empl. 9999 04/16/2012 04/16/2012 Completed CA1002 Ethics Policy Training 9999 04/17/2012 04/17/2012 Completed CP106D LP Paperwork 9999 04/17/2012 04/17/2012 Completed CP2020 HHW Orientation 9999 04/17/2012 04/17/2012 Completed CP3020 Battery Packing 9999 04/17/2012 04/17/2012 Completed CP4000 SAIC/TSA CHEMIST CERTIFICATION 9999 04/17/2012 04/17/2012 Completed EN/026B Safety Orientation ONLINE 9999 04/17/2012 08/05/2012 Completed HS6D25 Bloodbome Pathogen 9999 04/17/2012 04/17/2012 Completed HS6071 Quanititative Fit Test 11044 07/20/2012 07)20/2012 Completed CP3021 Reactive Lithium Direct Ship 10011 08/08/2012 08/08/2012 Completed HS1047 07 of 08 -Emergency Response 11414 08/17/2012 08/17/2012 Completed Employee Hiring Grade Every potential employee must pass pre-screening process, which includes e -verify, reference checks, Fit for Duty interview, as applicable. Upon passing this process, potential employees go through the required pre -employment activities, which includes, background check, drug screen pre -employment physical, and collection of driver qualification documentation, if applicable. www.cleanharbors.com 22 August 1 1, 2020 Weld County Household Hazardous Waste & Disposal Services Employee Background Check Details Every potential employee must pass Clean Harbors' standard background check prior to employment. The search package through our background search vendor, CSS is conducted on all of our employees at the time of hire. This includes the following: • County Criminal Records Search • State Criminal Records Search (Note: state searches are available in most areas, however, not all states have an accessible state repository) Federal Criminal Records Search • Terrorist Database List • National Criminal Records Search (includes Sex Offender Registry) • Office of Foreign Assets Control (OFAC) • Employment Verification • Social Security Number Trace a All of the background checks pull records for the past seven (7) years At the time of hire, Clean Harbors uses E -Verify to check the I-9/Eligibility to work in the US and Drug testing through All One Health. www.cleanharbors.com 23 August i i, 2020 Weld Courtly 4. Operational Approach MOBILE N AND SITE SETUP Household Hazardous Waste & Disposal Services Clean Harbors' crew and equipment shall arrive at the event site at least one hour prior to the opening of the mobile collection event; and will setup according to a site plan determined in advance by our HHW Specialist and County representatives. Through experience, Clean Harbors has designed one basic site layout (illustrated below) for 750 cars or less that can be modified to accommodate all areas selected for use as a household hazardous waste collection event site. Legend Waste Drum Cubic Yard Box Eyewash Sax meg First Aid Kit Respirator Fire Extinguisher Spill Clean Up Absorbent Haz-Cat Kit Unload Cart Break Area R .. Participants Lab Packing Table C • ., - -w . - . 4 Y k C. V www.cleanharbors.com se; [Ai Unknowns Handling Area Sorting Table Slide Tables e 24 0 Participants INS Liquids Consolidation Area Oil Based Paint Container Staging Area joisadwria 4984' August 11, 2020 Weld County Household Hazardous Waste & Disposal Services A sorting table feeds two processing tables or "slide" tables. The slide tables feed waste to the consolidation, bulk, or packing areas. Each site also contains an area for health and safety equipment, employee breaks, and pre -event meetings. To prepare the site for receiving material, at a minimum the following items will be performed: lV lv RI Set-up all spill kits at unloading stations and waste handling areas WI Ensure applicable signs are posted and legible from 7c feet a1lr?y Fl Seal all storm drains WI Set-up work tables Qta e 1ahe1 and mark. Prnnty rnntRiner.s and mark. .L - -'I _I i lvi Perform Site Safety Meeting RECEIVING AND SEGREGATING WASTE Lay Visqucen in locations where waste will be handled Restrict access to the collection and waste handling areas with caution tape Determine wind direction and evacuation routes Designate a decontamination area and set-up decontamination equipment Foul weather gear and protective canopies are standard equipment for event planning; however, Clean Harbors reserves the right to stop the collection at any time if unsafe or dangerous conditions develop. Clean Harbors will accept for transportation and disposal the majority of hazardous waste typically produced by households. However, we reserve the right to refuse any waste deemed unsafe to handle or unsuitable for HHW collection events. Such wastes may include: x x x x Large quantities of unknown materials Radioactive waste, including smoke detectors Unstable waste, explosives, gun powder, flares, ammunition Unknown gas cylinders Substances regulated by the Drug Enforcement Agency Rio -hazardous Waste, Infectious Waste, Needles / Syringes All containers unloaded from vehicles will be checked for labels, and participants will be asked to confirm contents. If there is no label but the participant can identify the contents, then the identity will be written on the container with an indelible marker. www.cleanharbors_corn 25 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Most materials are placed onto the screening tables for segregation. Oil -based paint in one - gallon or larger containers will be placed into designated cubic yard boxes. Household hazardous waste will be segregated into one of the following categories: acids, bases, oxidizers, pesticides, poisons, aerosols, oil -based paint, solvents, reactives, unknown materials and non-hazardous/non-regulated materials. Non -recyclable, non -regulated solid waste will be placed into containers provided by the County for disposal at no expense to Clean Harbors. UNKNOWNS TESTING The safe and economical disposal of unknown chemicals is an ever-present problem for household hazardous waste collection programs. Questioning the participant can identify most unlabeled containers; however, occasionally a participant will simply not know what they have. Clean Harbors has specially trained field chemists to perform unknown characterizations on -site using a variety of analytical test methods. Only chemists that have passed our CleanPack® Unknowns Training with a score of 80% or higher are allowed to perform a fingerprint analysis. Our crews will set aside an area at collection events designated for the classification of unknown compounds. Here the chemists will perform quantitative and qualitative tests to determine the physical and chemical properties of each unknown compound. These "fingerprint" tests determine whether the compound is acidic, basic, water reactive, a cyanide compound, a sulfide compound, an oxidizing agent or a combination of hazards. Chemicals with similar hazards will be packaged together for incineration. PACKAGING WASTE After materials are identified and segregated, the appropriate packaging method for each container is determined in accordance with container size, type, hazardous characteristics, and quantity of waste. Clean Harbors will package waste in the most economical size containers as a cost savings to Weld County. * Oil -Based Paint will be loose packed into cubic yard boxes. * Tars and Adhesives will be loose packed into 55 -gallon drums and/or cubic yard boxes. * Aerosols will be loose packed into 55 -gallon drums. * Pesticide Liquids and Solids will be loose packed separately into 55 -gallon drums and/or cubic yard boxes. * Oxidizers and Poisons will be lab packed separately into poly drums. * Acids and Bases will be lab packed separately into drums. * Reactives will be lab packed into 5 -gallon poly pails. * Lantern -size propane cylinders will be placed into 55 -gallon containers, and grill -size propane cylinders will be placed into cubic yard boxes or palletized. www.cleanharbors.com 26 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Alkaline Batteries will be loose -packed into drums or boxes. Automotive Lead Acid Batteries will be strapped to pallets. Sealed Lead Acid Batteries will be insulated from each other by wrapping the terminals with tape and packaged into poly containers. Lithium Batteries will be taped and then packed into boxes. Nickel -Cadmium Batteries will be insulated from each other by wrapping the terminals with tape and packaged into boxes. Electronic devices will either be strapped to pallets, or placed into cubic yard boxes and/or 55 -gallon drums. BULKING / CONSOLIDATION Clean Harbors will consolidate antifreeze onsite; additionally, the following materials may be bulked orisite if sufficient quantities are collected and adequate staff levels are present: paint, solvents, thinners, mineral spirits, gasoline, diesel fuel, kerosene, lamp oil, transmission fluid, mineral oil, turpentine, etc. Individual containers of these materials will first be transferred to a table adjacent to the bulking operation. Before pour -off begins, the steel 55 -gallon drums are grounded by attaching flexible grounding cables, and a 20 -pound ABC fire extinguisher is placed within easy reach. Using a wet rag, the entire side and top exterior surfaces of all glass and plastic containers are wiped down. Each container is opened slowly to relieve any pressure; and only non -sparking tools such as bung wrenches and screwdrivers are used when needed. Drums are considered to be filled to capacity at approximately 50 -gallons, rather than at the rim, to allow for vapor headspace. Once each drum is full, it will be closed and drum tracking numbers, labels and applicable markings will be attached. MANIFESTING AND LABELING Using a laptop computer and our proprietary software, Clean Harbors will electronically prepare all shipping paperwork in accordance with Federal, State and Local regulations. Paperwork includes manifests, bills of lading, packing lists, and container labels. Our chemists will assign a unique number to each lab pack container. As a drum is being packaged, the contents will be entered into the computer program. Once the container is full, this data is then used to generate and print a packing list and waste label that will be attached to www. cleanharbors.com 27 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services the drum, along with the appropriate U.S. DOT diamond marking(s). Cubic yard boxes will be marked with diamond placards instead of markings, per 49 CFR standards. After the appropriate information for each container is recorded the container will be manifested, and appropriately marked, Clean Harbors' employees will then load the containers onto our trucks. DEMOBILIZATION Prior to leaving the FIHW mobile collection event, the following items will be performed: O Verify all waste has been properly packed ® Review lab -pack drum inventories for compatibility ® Check drums for proper markings and labels and accumulation dates Q Check drum inventory sheets Q Ensure drums are free and clean of contamination Il Check that drum rings and bungs are secure ® Count all drums prior to loading ll Make sure manifests/bills of lading are completed and signed by Clean Harbors as the generator ll Include all proper variances with manifests Q Place proper placards on truck prior to transport and checked against manifest Q Load all equipment and supplies Q Complete all upkeep and housekeeping ® Sign out all employees ® Remove all waste from the site after event is terminated Q Ensure that site is at its pre -collection day condition All waste will be shipped directly from Weld County to our Denver, Colorado Service Center. There the containers may be stored up to ten days here before they are re -loaded onto trucks and routed to Clean Harbors' Kimball, Nebraska disposal facility. www.cleanharbors.com 28 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services 5. Clean Harbors Environmental Compliance & Health and Safety Environmental Compliance Program. Two of Clean Harbors' highest priorities are employee health and safety and environmental compliance. By effectively managing risks and complying with complex governmental regulations, Clean Harbors continues to increase customer confidence, stimulating demand for our services. As part of our commitment to employee safety and quality customer service, Clean Harbors develops extensive compliance programs. A skilled group of specialists manages all aspects of corporate, facility, health and safety, transportation and training compliance. In addition to maintaining an elaborate record keeping system, the Compliance Department designs and implements rigorous internal compliance programs. A full-time compliance representative, stationed at each major facility, oversees and executes all compliance efforts and reports directly to the Corporate Compliance Department. External audits are also completed on all ultimate disposal outlets to ensure that these facilities operate in accordance with their permits and applicable regulations. The following list outlines the regulatory and supervision responsibilities held by the four components of the Compliance Department. Corporate Compliance • Permit Procurement • External TSDF Regulatory Audit Program • Regulatory Report Submissions • Regulatory Interpretation, Guidance, and Policies/Procedures • Internal Regulatory Audit Program Facility Compliance • Facility Inspection Program • Facility Personnel Training Program • Compliance with Licenses, Permits and Applicable Regulatory Laws • Maintenance of Records and Documents Health and Safety • Compliance with OSHA • Development and Implementation of Health and Safety Procedures, Policies and Guidance • Internal Audits (facility and field work) • Technical Guidance • Training Transportation Compliance • Hazardous Waste Transportation Permit Applications and Renewals • U.S. DOT Compliance • Transportation Operating Report Submissions • Technical Guidance (e.g. manifesting) www.cleanharbors.com 29 August I1, 2020 Weld County Health and Safety Program Household Hazardous Waste & Disposal Services Throughout Clean Harbors' history, the company has maintained an unwavering commitment to safety. We recognize the significance of our responsibility to operate safely, both in our treatment plants, as well as at customer sites and across the highways of the country. Our Corporate Commitment to Environmental Health and Safety is provided below. ENVIRONMENTAL SERVICES' Corporate Environmental, Health and Safety Commitment ('lean Harbors, Mc,. and its subsidiaries are committed to a standard of excellence as an environmental, health and safrty leader and a/ isms 10 ifs employees, customeit shareholders and the public that it will always conduct its business activities in a manner which is protective (yrhrrr►kin health and the environment The Clean Harbors' ' Corporate porale birir'otimental Health and Safeij Policy is intencled to ensure that the company continuously achieves superior pei forinance in Malang this cc)rrirrritrrient. • We will continuously ensure that all our activities comply with all federal. state, provincial r and local environmental. health and safety statutes and regulations and we will make even - effort to exceed those standards whenever possible to further enhance health & safety and the environment. • We -kt ill maintain and operate all our facilities and transportation equipment so they are safe.. and protective of the environment • We will conduct ourselves as an environmentally responsible neighbor in the communities where we operate_ and always strive to prevent or correct conditions that pose problems for public health. safety or the environment • We will conduct our operations in a manner that prevents pollution and conserves natural resources • We wit i strive to continually improve Clean Harbors' Environmental, I Iealth and Safety Management System. • We will conduct audits and self -assessments of compliance with this Policy. measure progress of the company 's environmental, health and safety performance to ensure that results demonstrate continual improvement, and report periodical R to the Chief Executive Officer. the Audit Committee of the Board and the Board of Directors on our performance • The Chief Nxecutive Officer and the Board of Directors will ensure that Policies arc in place and actions taken to achieve this commitment. including the provision of adequate personnel and resources to effectively implement the conipan} 's Environmental. Health and Safety Management System. • Every employee and every contractor on Clean Harbors premises or sub -contractor on Clean l larbors' projects arc expected to adhere to this Commitment and to comply with Company Policies and to report environmental. health and salet\ concerns to Clean I (arbors - Management Clean Harbors Managers are expected to take prompt and appropriate remedial action ii' notified ot'an environmental, health and safety concern www.cleanharbors.corn Alan S McKim Chairman. President and Chief Executive Officer 30 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services SafetyFirst!, Clean Harbors' comprehensive and industry leading safety and health program, is employee driven with a firm management commitment to meet industrial safety standards for service providers. All of Clean Harbors' safety practices extend throughout its operations so their customers can minimize exposure to on -site risks. The company strives for continuous improvement in health and safety through a vigilant, self -auditing process. Additionally, the company's programs are continually monitored by a team of safety professionals and updated routinely to maintain approved status by ISN etworld, PICS and other customer -utilized safety databases for contractor approval. VPP Program VPP Overview As an indication of our commitment to Health and Safety, beginning in 2003, several Clean Harbors facilities began pursuit of OSHA VPP Star status by participating in the OSHA Voluntary Protection Program. The Voluntary Protection Program ("VPP") promotes effective worksite-based safety and health. In the VPP, management, labor, and OSHA establish cooperative relationships at workplaces that have implemented a comprehensive safety and health management system. Approval into VPP is OSHA's official recognition of the outstanding efforts of employers and employees who have achieved exemplary occupational safety and health. In practice, VPP sets performance -based criteria for a managed safety and health system, invites sites to apply, and then assesses applicants against these criteria. OSHA's verification includes an application review and a rigorous onsite evaluation by a team of OSHA safety and health experts. Sites that make the grade must submit annual self -evaluations and undergo periodic onsite reevaluations to remain in the program. Statistical evidence for VPP's success is impressive. The average VPP worksite has a lost workday incidence rate (DART) 52% below the average for its industry. These sites typically do not start out with such low rates. Reductions in injuries and illnesses begin when the site commits to the VPP approach to safety and health management and the challenging VPP application process. Fewer injuries and illnesses mean greater profits as workers' compensation premiums and other costs plummet. In October of 2003, Clean Harbors selected several locations to begin the process of attaining VPP Star status. The selection of the first set of sites was based on a combination of the experience of the personnel, the safety performance of the particular plant, and the business needs of the company. Current Status The current condition of Clean Harbors facilities regarding Star status is as follows: • Aragonite, Utah — Achieved Star status in 2020 ♦ Baltimore, Maryland -- Achieved Star status in 2009 ♦ Cincinnati (Spring Grove), Ohio — Achieved Star status in 2007 o El Dorado, Arkansas — Achieved Star status in 2012 www.cleanharbors.com 31 August 1 1 , 2020 Weld County Household Hazardous Waste & Disposal Services • Kimball, Nebraska — Achieved Star status in 2009 after achieving Merit status in 2007 • Lone Mountain, Oklahoma — In 2005 became the first commercial TSDF to obtain Star status and in 2008 was re-evaluated and will continue as a Star site • Reidsville, North Carolina — Achieved North Carolina Rising Star status in 2006 and achieved Carolina Star status in 2008. The following locations have active VPP Projects underway: • Braintree, Massachusetts • Buttonwillow, California • Chattanooga, Tennessee • Chicago, Illinois Solvent Recycling Facility • Deer Park, Texas • North Carolina Technical Services Future Plans As Clean Harbors adds more facilities to the list of Star sites, the Company will apply and pursue VPP Corporate status. The Corporate Program, designed for "Corporate Applicants", requires a demonstrated strong commitment to both employee safety and health and VPP. These applicants, typically large corporations or Federal Agencies, have adopted VPP on a large scale for protecting the safety and health of its employees. VPP Corporate applicants must have established, standardized corporate -level safety and health management systems, effectively implemented organization -wide as well as internal audit/screening processes that evaluate their facilities for safety and health performance. Clean Harbors is also an active participant in the Voluntary Protection Program Participants' Association ("VPPPA"), and Clean Harbors encourages all organizations considering getting involved with VPP to join this very helpful and professional support organization. www.cleanharbors.com 32 August 11, 2020 Weld County 6. Insurance Information Household Hazardous Waste & Disposal Services The following is a brief outline of the current Clean Harbors Casualty Program. It is intended to be used as a reference only; and does not attempt to provide a full description of conditions, premiums or policy stipulations. The current policies described in this summary include the following: ❖ Comprehensive General Liability ❖ Business Automobile Liability ❖ Umbrella Liability • Workers' Compensation and Employers' Liability ❖ Contractors' Pollution Liability + Environmental Impairment Liability Clean Harbors also maintains an extensive property insurance program insuring the physical assets of the company (buildings and equipment) for damage or destruction. Our insurance program is managed through our Corporate Risk Management Department, utilizing the brokerage services of Willis of North America. All policies are purchased with Clean Harbors Environmental Services, Inc. as the named insured. Affiliates of Clean Harbors are insured under the broad form named insured endorsement. Closure / Post Closure Financial Requirements The company is required by law to provide financial guarantees to state and federal agencies for closure and post -closure costs associated with company owned TSDFs. These requirements are met through the use of surety bonds and insurance. A copy of the financial mechanism used to meet these requirements can be furnished upon request. The following pages include a current copy of Clean Harbors' Certificate of Insurance Standard Coverage for reference. Upon award and request, Clean Harbors will provide a fully executed Certificate of Insurance with all required endorsements. www.cleanharbors.com 33 August 11, 2020 CERTIFICATE OF LIABILITY INSURANCE 1x12::%zl),) THIS CERTIFICATE IS ISSUED AS A MATTER Or 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 have ADDITIONAL INSURED provisions or 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). A:aaliach c/o _n C.=r:t<ary hrvrl x 30ti191 Eri1le ;'K ,'2.X`_131 USA Clean Harbors Envlronnental Services, Inc and Its affiliates ater Orivo 11, NA 02061 08A COVERAGES O NARK RHONE i A'C tiu, Fyn. •-O77-945-13"'H FpCN'1 ,-983--06'-?.378 I- MAR AOOFrio. cortificiatosiliw:11i©. cur; INSURER(SI AFFORDING COVERAGE NAIC INSURER A ACE American Insurance Company 22667 INSURERS ACE Property s Casualty Insurance Company 20699 INSURER C Indemnity Insurance Company of North Ameri, 43575 INSURER D: Indian Harbor Insurance Company 36940 INSURER E INSURER F : A CERTIFICATE NUMBER: W13435827 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 CR MAY PER'AIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED 'HERE'N IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OP SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR • AOBL,suart tTR . TYPE OF INSURANCE RIBA YtYSl X COMMERCIAL GENERALLIABILITY , . ; CLAI•,S-MADE ' X .�et.r; A X XCU X Contractual GEN L AGGREGATE LIMIT Rl1c;.lE5 .05 ISI7 ' POLICY . X 1rC1 I L:;C _aaT IS aI I AUTOMOBILE LIABILITY .�....r..._._._.�,.._.__ ..._ . _. >6 ANY AUTO A OWNFO SCHt-I(,tr0 AIl!1E3S (1N.a . AUTOS X HIRED aX • NON -OWNED , INI.%• my_ AUTOS ONLY X 0 X UMBRELLA LIAO I X EXCESS LIAR ,Put X RETENTIONS (I ',WORKERS COMPENSATION ANI3 EMPLOYERS' LIABILITY C 'r.f_'t•MLI.li3IRF.i.. 10I.0 It.7andalory In NH) :)rsC.RIPTIO h CT .^•-' Eft' :I3.a L'S o:< A Workers Compecsation Rmp1oyarn tnehi 1n YIN INoI NIA' EFT POLIcY ERE POLICY NUMBER- . _�, jMM PYM V'EjMNIOW YYYt . HDOG7l453364 ill/01/2019 11/01/2020 ISAH25291475 046925E6A 003 WLRC65I193939 (ADS) LIMITS r0.C'IO CUR RF+4C.7 DAMAGE. 1V 111 5Ir0 ',REVISES (::e ncrntrerrn; MED EXP IA!"1 o^0 lar..70,1 PERSONAL 3 ADV GENERAL.AGGRE.OArk i3 c2U,Il':OI• AI D; S a .._.. ._-...._.._...„._..,..e •..flldNihfki7 S4hk9I1A t 4ht11 $ fF t •It' °I,'nII BOD:L r IN -JURY )Pc• per:y111j §I S 71,'C'_,'2019 11./31/'2020 Flooil DAM AGE 2cis ;zqr r dert) al I F AC,- ,OCCURRENCE ,11/01/2009.11/01/2020 ;15GIi1 Gn 7I0 •r. X :'R 'JI •iAh+TL :'t EL EACH ACCIDENT 11/01/2019 11/01(2020 5 E '7(55.155 _?. c': • ., s 2,0017,000 500,000 5,0©0 2,000,000 4,000,002 4,000,000 5,000,000 20,.000,000 10,000,000 2,000,000 2,000,000 _ _ L ... SE •. I`.1, 2,^(:0,000 . -._. 6:LP 00569.,9 r5 (CA, /151 1.''71/20;') LI ,II'112Syf 1a^$ Ar.,:1 der.: $2, f.:DG, ,0 ,..__ .. I canesan -Phi ::dbe,$7.'100.000 Per Statt,ta ,... .15,#.1:1,1 Earn emt32, C•<7v, 560, . DESCRi€ PION OF OPERATIONS I LOl,A 710/IT I VEHICLES 050 III, AddIma, Remarks <icha&!o 'lay ha III2ehod.I "n a: a <pan, Is,squlrar4) EVLdenr:H of Cover age SEE ATTACHED CERTIFICATE HOLDER ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHO'12E0 REPRESENTATIVE t) 1988-2016 AC0RD CORPORATION All rights reserved. the ACORD name and logo are registered marks of ACORD ,u :.r 19703410 ,,,., , 1422012 AGENCY CUSTOMER ID: LOC ft, AGENCY 11in of Masao hueetts, Inc POLICY NUMBER se Page 0 CARRIER age i ADDITIONAL REMARKS SCHEDULE Sea Page NAMED INOURED clean Harbors n.n vlrGranental SerV10e8, rnr, and its affiliate8 42 Longwater Drava Norwell. MA 020.41 LISA HAIL CODE See Page 1 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM. FORM NUMBER: 25 FORM TITLE: certificate of Liability Insurance - INSURER AFFORDING COVERAGE: ACE American Insurance Company POLICY NUMBER: COO 027416603 005 EFF DATE: 11/01/2019 TYPE OF INSURANCE: Contractor's Pollution Liability LIMIT DESCRIPTION: Each Claim All Claims SIR NAIC₹I: 22667 EXP DATE: 11/01/2020 LIMIT AMOUNT: $10,000,000 $10,000,000 $250,000 INSURER AFFORDING COVERAGE: Indian Harbor Insurance Company POLICY NUMBER: PEC004203906 EFF DATE: 11/01/2019 EXP DATE: 11/01/2020 TYPE OF INSURANCE: Pollution Legal Liability LIMIT DESCRIPTION: Each Claim Aggregate LIMIT AMOUNT: $10,000,000 $10,000,000 Page 2 of 2 NAICU: 36940 INSURER AFFORDING COVERAGE: ACE American Insurance Company NAIC#: 22667 POLICY NUMBER: COO G27416603 005 EFF DATE: 11/01/2019 TYPE OF INSURANCE: Professional Liability ACORD 101 (2008701) LIMIT DESCRIPTION: Each Claim All Claims SIR EXP DATE: 11/01/2020 LIMIT AMOUNT: $10,000,000 $10,000,000 $250,000 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 19709410 BATCH: 1422032 CERT: 4;13435927 Weld County 7. Clean Harbors' Facility Fact Sheets Household Hazardous Waste & Disposal Services The following pages contain a Facility Fact Sheets for our primary proposed TSDF in Kimball, NE. The fact sheet has pertinent facility history, permit and capacity information. Also included are facility fact sheets for other Clean Harbors facilities. These facilities are utilized on occasion for specific waste types. The County is free to audit any of our facilities given reasonable notice. A list of third -party facilities for specialty recycling appear at the bottom. Clean Harbors owned & operated waste management facilities. WIN ID. Facility Name & Address Facility Type (primary) KP Clean Harbors Environmental Services, Inc. Kimball, NE 69145 EPA ID: NED981723513 Contact: Brad Reader Telephone: 308-235-8201 RCRA Incinerator AG Clean Harbors Aragonite, LLC Aragonite, UT 84029 EPA ID: UTD981552177 Contact: William Simmons Telephone: 435-884-8351 RCRA/TSCA Incinerator DE Clean Harbors Deer Park, LLC La Porte, TX 77571 EPA ID: TXD055141378 Contact: Dan Tauriello Telephone: 281-930-2467 RCRA/TSCA Incinerator EL Clean Harbors El Dorado, LLC El Dorado, AR 71730 EPA ID: ARD069748192 Contact: Dan Roblee Jr. Telephone: 870-864-3692 RCRA Incinerator, Bulb Recycling DR Clean Harbors Deer Trail, LLC Deer Trail, CO 80105 EPA ID: COD991300484 Contact: Jack Kehoe Telephone: 970-386-2293 Subtitle C Landfill GM Clean Harbors Grassy Mountain, LLC Grassy Mountain, UT 84029 EPA ID: UTD991301748 Contact: Shane Whitney Telephone: 435-884-8976 TSCA / Subtitle C Landfill SG Spring Grove Resource Recovery, Inc. (Cincinnati, OH) Spring Grove, OH 45232 EPA ID: OHD000816629 Contact: Stephen Vasse Telephone: 513-823-2285 WWT / TSDF / Fuel Blender Clean Harbors approved subcontracted waste management facilities. WIN ID. BTHLHM MERCWI TO1238 Facility Name & Address !Facility Type (secondary) Bethlehem Apparatus Co Inc. Bethlehem, PA 18017 EPA ID: PA0000453084 WM MERCURY WASTE INC. Union Grove, WI 53182-9711 EPA ID: WIR000000356 Retriev Technologies, Inc. Lancaster, OH 43130 EPA ID: OHD071654958 USA Lamp & Ballast Recycling, Inc. Cincinnati, OH 45232 EPA ID: OHO000264085 Mercury Retort / Internment Mercury Retort USLAMP www.cleanharbors.com Battery Recycler Universal Wastes (Lamps, Ballasts, Batteries, CRTs) 36 August 11, 2020 TRANSPORTATION AND DISPOSAL SERVICES Kimball, Nebraska FaciLity i he Kimball facility utilizes a fluidized bed in net atot. I his state of -the -art thet rival oxidation inane atc>r rs capable of ritaxirTlurlt (lest,uctier) efficiencies of hazardous waste and is able to handle a wide vat iety of feeds Ash horn the incinerator is ti eared on -site delisted and then placed in an on -site i i for iofill built to RCRA Subtitle C. star Iddids. IN otl'lei c.o rir ilel r::lal incinerator in the United States has been approved fci delisting of incinerator ash. supported by the local community. the Kimball site Provides genet at: fi s with i one of the lowest liability options for waste management.. Permit • Hazardous Waste Incinerator and Stor age Facility Modified Permit (RC: RA Permit) Permit No. NED9817Z3513 • Regulatory Amendment to Title 128. Appendix IV 1!l. .7t II Igl • National Pollutant Discharge Elimination System (NPDES) Authorization to Discharge (NPDES Stor inwater Discharge Per tint) Pei mit No. NER910000 • Solid Waste Management Permit (Monohl: Permit) No. NE0203238 • Class I Air Operating Permit OP14R1--00r6 l i 1995 .- 640 AC E Services Provided: • incineration • Container Storage Consolidation and Transfer Typical Customers: Pet I'Frlit Fri r c1'si I: cif Id machinery manufacturers. laboratories. utilities. petroleum distirbution. and government facdities Typical Waste Streams; Contaminated process wastewaters. soils. solids. residues f►orn chemical process industry oils, spent flammable solvents, paint residues and chemical spill cleanups Treatment, Storage and Disposal Capabilities • Feed Capacity 23 629 pounds per hour (solids liquids sludge) • Storage Capacity - For Non -Bulk Containerized Wastes 60.500 gallons - For Bulked Liquid Wastes 240 000 gallons - For Bulk Container Storage: 8,724 tons - For Bulked Solids 750 cubic yards Clean Harbors Environmental Services, Inc. • 5 Miles South of Kimball on Highway 71 • Kimball, NE 69145 • 308.235.4012 • www cleanharbors.com ..-,1019 Clean Harbor s Inc All rights reserved WASTE DISPOSAL SERVICES A ra$1O lig era, thh 1: lilt) The Aragonite incineration facility is located in the Great Salt �L Lake Desert approximately 75 mites wrest of Salt Lake Oty, Utah in Tooele County. Its location is within a 100 square -mile zone established by the Tooele County Commission to be used exclusively for hazardous waste management activities, The L nearest residential neighbor is approximately 45 miles southeast of the fa.dl.ity in Grantsville, Utah. Within a30 -mile radius and in a. southerly direction of the site, the land is used . yf the U.SArmy and Air Force for desert warfare training. The Federal Bureau d Land Management owns 55% of the land in the surrounding thirty miles. Permit 4. US EPA ID No UT D981552177 Notification of Ha7ar-d« us Na.Stc' Activity UTD9815521f 7 4 Notification of PCB Activity UTD9B15S2177 a Conditional Use and Zoning Permits (Tooele Count f 4 Title V Air Permit 4500048001 i CERCLA Approval a RCRA Construction and Operation of a Hazardous Waste Fadlity UTD9 81552177 .). TSCA (Transfer, Storage of P s) UTD 9815 52177 4 DEA Controlled Substance Registration Certificate # RC0 3104 9 4 Laboratory Certification (NELAP) a HSWA UT D 98155217 7 Soil Permit (Permit to import sots) S_40Cs4 1991 Servkes Provided ▪ Rotary Kiln I rid reration Tec h nolo i + Storage prior to final T neat rre nt and/or Dispel t Direct Burn Lid uidsard Sludge from Tankers + Disposaiof TSCA/RCRA Bulk and Containerized Waste including Labpack Containers 4. DEA Controlled Su ance Reverse D tributor,5cher Wes 1-5 • Rail served by both Unbn Pacific and Burlington i\ilorthern Railways Typical Refiner's, R&D facilities, colleges and universities, government research facil,`ties, pharmaceutical comp nies,chemidi facilit s, state and mu niz ipalage nc ies, manufacturers, cried 'cal facilities. Typ k at Waste Streams:Contaminated processwastewate ES, inorganic Leaning so idiom, oils, spent flammable solve nts, organic and inorganic toratory chemica&, paint resid ties, debrs from topic or reactive c he m ical c lean a ps, ofd spec commercial products, compressed gas cylinders, house xo ld hazardous, DEA controlled substances, i rifectio and med ical waste. Treatment, Storage and Disposal Capabilities ¢Drum Storage Capacity (RCRAj TSCA) : 5501000 ga lb ris (10,000 drums) + Liquid Tan k Sto rage Capacity RCRA/TSCA): 420,000 O00 galb is ¢ Sludge Tan k Storage Capacity (Non -Flammable RCRA,/TSCAI: 30,000 gallors ▪ Bulk So 1d Tank Forage Capacity Non -Flammable rCRVIS A):1200 cubit yards at Aragonate With the neighboring Clive facility, Aragonite can receive and store rail quantities arxd eventbusir cc_ + Wide range of permitted waste codes Clean Harbors A.ragonite, LLB` 81600 North Aptus Road 8Aragonite, Utah 84029 4 4 35.384 BM 4 w .\,;/.cleanharbors.com O2018 Cisari Harbors, ri htt r red. WASTE DISPOSAL SERVICES Deer Park, _texas Faclift: The Deer Park facility is fully permitted to rnanage a wide variety of regulated materials including RCRA hazardous waste, POs, APHIS soils, and non -regulated waste materials Properly packaged infectious waste and witness -burned DEA-controlled substances can also be incinerated at the Deer Park facility. Utilized for in rneration, the Deer Park fadlity is self supported with ancillary u ni is It is a stand-alone disposal facility with an on site landfill., a wastewater treatment plant, and storage/processing units Afull staff of technical, operational, and administrative personnel handles the mast complex customer need', t • US EPA ID No T X DO55141378 4 T t EQ Facility Permit for Industrial Solid Waste Management Site No. NW- 50089-001 4'Part B) 4 TCLQ, Compliance Plan CP- 50089-001 4 TCEQ. New Source Revievit Air Permit \o.s SO, and N001 4 TCEQ. Federal Operating Permit No O-1566 (Title \tr Air Permit) 4 US EPA T CA Authorized for Commercial PCB Storage and Incineration 4 TCEO. TPDF.S Permit No V/CLO001129000 S USDA A.PHI.S Permit No. P.B0-16-E)01L? 4 Harris Gaiivyrestorn CoarstalSubsidence District Perrrnit No 100601 • TCEQ Water Welt Permit No 1487 Servkes Provided: • Incineration ofalt types of waste (solids, liquids, sludge, and gas), drums, -tan le rs, and rait • Storage prior to Incineration i !pri-,`.)i e Land ui of ircir` rat3)n re'._ d':ies On -Site Waste t r Treatme nt of self generated aqueous by-products Typical Customers: Chemical faciUtes, pharnraceuticalcornpanE.s, rranufacturers, R&D facilities, colleges and uni' e rsitfr2s, goremment research facilities, state and municipal agencies, and med ical fac ili ies pkaL Waste Streams: Cnntan'minatei prxess wasteviate.rl, oils, spent flammable solvents, organic and inorganic laboratory chensKapaint residues, debrfrom toxic OF reactiw c hemicalclean ups ,off -spec commercial prod ixts, cylinders and labpacks Treatment, Storage and Disposal Capabilities • Incineration: Train 1180 i M PTIJ/HR, Train 11,153.5Mi BTIJ/HR + Tank Storage Capacity: 830,000 galla rs • Drum Storage Capacity: 1490)00 ga trs PP5,000 drums) t Tan le r Storage Capacity: 132000 gallons (24 tanker ) 4. Bin Storage Capacity:7650 cubic yards p5O biro • PCBs - IrKireration authorized on Train I:575,000 gallon tank capacity 300,000 galon drum capacity + AR non -Dioxin waste cues are permitted for incineration CLean Harbors Deer Park, LLC $ 2027 Independence Parkway South 4 La Porte, TX 77571 4 2 PLA930 2300 4 WWW cleanharbors corn ®201 C lean Harbors, Inc . I1. rir,hts rese rued. TRANSPORTATION . DISPOSAL SERVICES ralt o, Ollgty Clean Harbors` El Dorado incineration facility specializes in the treatment of hazardous waste (RCR A regulated) and non -hazardous waste by high temperature incineration. RCRA liquids are fed into the rotary kilns and the secondary combustion chamber depending on the specific characteristics of the waste. Three rotary kilns are utilized for treatment of solids, liquid and sludge. RCRA solids, liquid and sludge may be received from the customer, packaged for ram feed into the rotary kilns, repacked for ram feed, or fed directly into he kilns through an automated shredder auger machine. This system enables the El Dorado facility to accept waste that is packaged in any size Department of Transportation (DOT) approved container. C)ur El Dorado, Arkansas unit meets the new source Maximum Achievable Control Technology (MACT) standard and Title V Standards. This is achieved through the use of two dry particulate scrubbers and a Selective Catalytic_ Reduction (SCR) unit for nitrogen oxide control. Title V of the Clean Air Act requires major sources of air pollutants, and certain other sources, to obtain and operate in compliance with an operating permit. Permit • US EPA I[) No. ARD069748192 • RCRA Part B Permit No.1OH-RN2 • NPDES Permit No. AR0037800 • ADEQ, Operating Air Permit No, 10t ►9-AOP-R17 • APHIS —USDA Permit No, P330-15-00026 IeanHarh' Services Provided: • Incineration of all types of hazardous and non -hazardous waste (solids, liquids, and sludge), drums, tankers, and rail • Storage prior to Incineration Typical Customers: Chemical facilities, pharrnaceutical companies, manufacturer,, R&D facilities, colleges and universities; government research facilities, state and municipal agencies, and medical facilities.. Typical Waste Streams: Contaminated process wastewaters, oils, went flammable solvents, organic and inorganic laboratory chemicals, paint residues, debris from toxic or reactive chemical cleanups, off -spec c ornrrier alai products, cylinders, and labpacks. Treatment, Storage and Disposal Capabilities • Containei ized Storage Capacity: 1,679,205 gallons 4 Roll -off storage: 820,257 gallons a Liquid Stot age Capacity: 1,575,990 gallons • Total Incineration Capacity: 3 incinerators, 63,551 lbs/hour (pump & non -pump) • 28,601 lbs/h our for the Secondary Combustion Chamber (SEQ Clean Harbors El Dorado, LLC • 309 American Circle • El Dorado, AR 71730 • 870,863.7173 • www.cleanharbors.com c'2020 Clean Harbors, inc Al[ rights reserved. TRANSPORTATION AND DISPOSAL SERVICES Deep 'Trail, _n (Colorado Facility The Deer Trail facility is a fully permitted Subtitle C 1,,�_ndfill authorized to treat, store and dispose of a wide variety of hazardous and industrial wastes including RCR,A, TSCA (megarule) and debris for encapsulation. Deer Trail is Licensed by, the State of Colorado per its I \I RC L Agr-eerr saint State authority to treat and dispose of Naturally Occurring Ra.clioactive Materia (NORM) and Technologically Enhanced Radioactive Material ITENOR1 w astz s and Radium Processing Waste. Deer Trail can accept I'k1L rM and TENORM wastes containing radionuclides On t l 1Z_ d.ecati series of 1 f- 38, l_r- 2 ct and Th-2 `7 up to l OO pCi,fgrarr The Rocky Mountain Low L itelRadioactive s. Waste coy spac,t has designated Deer Trail as the Low Lure. W.aste ra; fry for l rtilr;r-arj, m Nev./ ivlexicr" and t\4 \,*?=12I. L �.. ; for - tie _d \ .J ti f � \r Deer Trail is located 75 miles east of Denver Co The facility can store, treat and dispose of wastes in bulls and containerized quantities. Deer Trail receives waste by truck and also rail from a trans -loading point located in �3t�i- it ►g, Colorado. Permit • Colorado Radioactive Materials License Number Colo. 1102-01, CD PHE • R. RA Part B Permit renewed 20E: • No. CO -13-03-15-01, CDPHF • EPA ID No, COD99B004 84, U EPA � r -. -c •i:. r t' • Amy Ind ed and Restated Certificate of Designation, Adams County • Colorado Wastewater Discharge Permit, No CO -0042064, C D PF i E • Colorado Air Emissions No, 01.A:D0II 1981 '3t_k'*4 Men * 85 ACRES Services Provided: • Storage, final treatment and landfill. disposal • Stabilization treatment of toxic metal wastes • Custom treatment of organic wastes • Chemical reduction • Solidification of liquid wastes a Deactivation and neutralization • Micro encapsulation • Macro encapsulation • Direct landfill id o L• Customers env- include, et are not limited to, US Typical Customers: �a. €1�ivnle tocluE _. but W ti r€�� Govern n -!en t rem e.diati on sites, chemical facilities, in an ufacturers, refineries, mines, plating facilities, and brokers, oil and gas production operations, pipeline operations Typical Waste Streams: NORM and TENORM wastes, Radio in waste, industrial metal bearingwastes, contaminated process wastewaters, refinery wastes, inorganic cleaning solutions, plating wastes, paint residues, debris from toxic or reactive chemical cleanups, off -spec commercial products Treatment, Storage and Disposal Capabilities • Totally enclosed waste treatment building with dual emission contrrc4.sl'stems • Indoor treatment and bulk storage basins with 2500 cubic yards capacity • Dnrn Storage Building with capacity for $00 x SS -gallon drurnsor 33,000 gallons • Bulk Container StorageArea A: 2000 cubic yards of bulk solids • Bulk Container Sto rag e Area B:1000 cubic yards of containehzedwastes. • Wide range of permitted waste cafe; Clean Harbors Deer Trail, LLC + 108555 East Highway 36 + Deer Trail, CO 80105 • 970.386.2293 + wwwc.leanharbors.cois-r @2 020 Clan Harbors, Inc AU right:, resented TRANSPORTATION AND DISPOSAL SERVICES Gras 4 r r'i.,•kiountatint Utah Facility The Classy Mountain facility is loc a.t e d in i._ita.h's G r e at Salt Lake D es e 1 about 75 mites 'Nest j } f Salt t Lake I ' L R and City. This facility p to�,� ides landfill services for 1 tiC R A and t� I TSCA. i CB) >' vaste s as vv El as _c lid fi Cat n a rid metals fl >tat a:_:I n fo r RC RA mate hat P ermit 8 RC RA Fart B Permit UT)9913 J174tf hT'SCA. Conirner_PCB Storage and Lando[ A. pp royals is 4 Utah Air Approval. Order No. DA.OE 8?9-96 4 BLM Fe run it to WOW) :D it No 5-60748 1982 SD:ST- Y &T: Services Provided f TruL k Tid Peril LugE-tips • Drain and Id for K P Trap ` ma rs + lidifcation • Stbiltathn • Rera- katrh g Sn ttWIE m:t.fr: I Typical Customer& In: mentors, go'cerrule-rrtal ak c aut:onDb ire rnarufach r; and utilities. Typical Waste Stream& PCB conthrr:bated so it, KB eh:tricil equipment, PCB contarnir-aid debris, etc., mn- F .,ardour 9Jit and otter ron-f aza-dow hJus r El waste , a=k j2CG liffalte5, haLraidOLEINSEtOr treatment of meta. t, plying wa s, d it warns, tawtir wales, Nandour debt- and r c n Pa liquid waste, fix so id itilathn and frInifal, Treatrawt, Storms and DishICapabilities 4 -IC PA Drum Storage: 2 F2T/ 55 -piton oontairers • PCB Drum `s or: a : 350 5-plicri equiva.ientwntahers and two 3,000 pion tart RCRA LA L.andfillC apacit : 710,768 cu hM_ ,exr± • 114 Landfill. Capa,_it r: 77 3,72 ofbig yi } Bulk Li e Corrtairer C apatit:1�.,0 20 -cubic yard etui cent► on at rs. • W de range of permitted oacte codes • PC B Liquid storage for 6 J, (Jan Harbors GracLcif N1turrtair, LLC E,, :it 41 OFF I-' O, 7 rri4er North of Vi:rm .J 4 Grassy ri\t _:u nt'ain, OJT 84029 4 13-25.21;10 0 4 ,Kra YK1— k b ois c 4-rr 2 i18 Clean Harbors, j it..''i TRANSPORTATION DISPOSAL SERVICES n :dnn . m Ohio The Cincinnati facility has wastewater treatment capabilities using chemical. treatment and carbon absorption Other capablities include waste shredding, fuels blending, stabilization, tab pack management and container storage. Industrial wastes accepted at this facility include. lammables, corrosives, oxidizers, poisons and rea. tines. rmm he 4 U EPA ID No OHD►:`!OO816629 4. Ohio EPA Part B Permit No OH D0008:166-)9 4 Ohio EPA State ID No 05, -?,1-0012 Li s EP - TS CA I nteri mil Storage Permit for PCBs 4- Cincinnati Metropolitan S ew ti1 r Discharge Pe rTI f i t — MIL -r 89 4 Various Air Permits through Ohio EE`s,. S ervk es Provided: * Organic Aqueous Waste Treatment • Stahillatio n O F'CE Vhstewater Treatment • fJe t Mending (liquids, svlds and sem bEA_Jtds) • Container, Storage, Cony,-,olk1ato n & T ransfe r Typical. Customers: Electronic equipment; chemical plastics, and machinery rranufacturers; medicalf-dcilities:laoratories: utitit's,; petroleum d St: ributic'n; and pve rnme nt facilities. pkal Waste Stroams: '.orit minated process wsrevrite is: inorganic cleaning solutions; oib;spent flamrra.bb solvents: organic and inorganic bho ratan/ c he mica&: paint residues: debris from toxic or reactive chemical cleanups: non-RCR wastes: consumer commcdit es: FCBs. Treatmvent, Storage and Disposal Capabilities • ICRA Container Storage: 150,000 ga.lkons • KTRA Tank Storage: 75,450 gatbrs Spring Grove Resource Recovery, Inc. 4 4879 Spring Grove Avenue *Cincinnati, OH 45232 *5B.6131.5738 4 wwrcr y.cleanharhors corn ®2016 Clean Harbors, he *as. ft -served. Weld County Household Hazardous Waste & Disposal Services 8. Cost Proposal www.cleanharbors.com 44 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Page 1 www.cleanharbors.com 45 August 11, 2020 ATTACHMENT A — Pricing Schedule This form must be complete: Filled in per your offered services (mark `n/a' for services not offered). Pricing shall be inclusive of all costs associated with the disposal and/or recycling of the materials listed on the schedule, including transportation, supplies, and incidental costs. Company Name: Clean Harbors Environmental Services, Inc. Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Aerosol Cans Recycle Incineration Lab pack Lab pack $ N/A $ N/A $ N/A $ 94.00 $ 188.00 $ 467.00 Ballasts Non -PCB or Electronic Alternative Incineration Non -bulk Non -bulk $ 75.00 $ 150.00 $ N/A $ 108.00 $ 216.00 $ N/A Ballasts PCB Alternative Incineration Non -bulk Non -bulk $ 103.00 $ 205.00 $ N/A $ 353.00 $ 707.00 $ N/A Batteries Alkaline Recycle Incineration Lab pack Lab pack $ 212.00 $ 414.00 $ N/A $ N/A $ N/A $ N/A Batteries Lithium *5 Gallon Pail Price Recycle Incineration Lab pack Lab pack $ 143.00* $ N/A $ N/A $_ N/A $ N/A $ N/A Batteries Rechargeable (NiCd, NiMH, Li -Ion) Please indicate if disposal price differs between the three. *5 Gallon Pail Price Recycle Alternative Non -bulk Non -bulk $ 125.00* $ N/A $ N/A $ N/A $ N/A $ N/A Use Lithium rate above for Li -Ion Compressed Gases - Small Propane Cylinders Recycle Incineration Non -bulk Non -bulk $ 359.00 $ 478.00 $ N/A $ N/A $ N/A $ N/A Compressed Gases - Refrigerants (per cylinder price) Treatment Incineration Lecture Cylinder Rates $ 24.00 $ N/A $ N/A $ 136.00 $ N/A $ N/A Compressed Gases Foam Insulation Cylinders (per cylinder price) Treatment Incineration Lecture Cylinder Rates $ N/A $ N/A $ N/A $ 308.00 $ N/A $ N/A B2000156 14 Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Corrosive Alkali Solids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ $ N/A $ 108.00 $ 216.00 467.00 Corrosive Alkali Liquids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ $ N/A $ 108.00 $ 216.00 N/A Corrosive Acidic Liquids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ $ N/A $ 108.00 $ 216.00 N/A Corrosive Acidic Solids Recycle Incineration Non -bulk Non -bulk $ N/A $ N/A $ $ N/A $ 108.00 $ 216.00 467.00 Flammable Liquids Treatment Incineration Lab pack Lab pack $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ N/A Flammable Liquids Treatment Incineration Bulk Bulk $ N/A $ N/A $ N/A $ 42.00 $ 84.00 $ N/A Fluorescent Tubes (provide price per linear foot and/or by weight) Recycle Alternative Loose Pack Loose Pack $ 0.84/LB $ N/A $ N/A $ N/A $ N/A $ N/A Mercury Containing Bulbs (lamp shards) Recycle Alternative Bulk Bulk $ 342.00 $ 684.00 $ N/A $ 134.00 $ 267.00 $ N/A Mercury Containing Bulbs (HID and Sodium) Ships in 5 Gallon Pail Recycle Alternative Lab Pack Lab Pack $ 2.89/LB* $ N/A $ N/A $ N/A $ N/A $ N/A Mercury Containing Bulbs (Miscellaneous) "Ships in 5 Gallon Pail Recycle Alternative Lab Pack Lab Pack $ 2.89/LB $ N/A $ N/A $ N/A $ N/A $ N/A Oxidizers Liquids Treatment Incineration Lab pack Lab pack $ 108.00 $ 216.00 $ N/A $ 108.00 $ 216.00 $ N/A Oxidizers Solid Treatment Incineration Lab pack Lab pack $ 108.00 $ 216.00 $ N/A $ 108.00 $ 216.00 $ N/A B2000156 15 Materials Stream Description Management Methods Packaging According to 49 CFR 171.8 173.12(b) Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Price (Transportation & Disposal of Cubic Yard Boxes) Paint Related Materials (Cubic Yard Boxes) Recycling Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ 467.00 Pesticides\Poisons Liquids Alternative Incineration Lab pack Lab pack $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ N/A Pesticides\Poisons Solids Alternative Incineration Non -bulk Non -bulk $ N/A $ N/A $ N/A $ 108.00 $ 216.00 $ 467.00 Materials Stream Description Management Methods Packaging (according to Packing Group I Standards) Price (Transportation & Disposal of 2 gal. Drums) Price (Transportation & Disposal of 5 gal. Drums) Price (Transportation & Disposal of 30 gal. Drums) Cyanides Liquids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ N/A $ N/A N/A $ N/A $ N/A N/A $ 85.00 $ N/A Cyanides Solids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ N/A $ N/A N/A $ N/A $ N/A N/A $ 85.00 $ N/A Flammable Solids Recycle Incineration Lab Pack Lab Pack $ $ N/A $ N/A $ N/A N/A $ 57.00 $ 108.00 Organic Peroxide Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ N/A $ N/A $ N/A N/A $ N/A $ N/A $ N/A $ 85.00 $ N/A Organic Acids Alternative Treatment Incineration Lab Pack Lab Pack Lab Pack $ N/A $ N/A $ N/A $ N/A $ N/A $ N/A $ N/A $ 57.00 $ 108.00 Mercury & Mercury Compounds Recycle Treatment Lab Pack Lab Pack $ N/A $ 495.00 $ N/A $ N/A $ N/A $ N/A B2000156 16 Materials Stream Description Management Methods Packaging (according to Packing Group I Standards) Price (Transportation & Disposal of 2 gal. Drums) Price (Transportation & Disposal of 5 gal. Drums) Price (Transportation & Disposal of 30 gal. Drums) Mercury Contained in Manufactured Articles Recycle Treatment Incineration Lab Pack Lab Pack Lab Pack $ $ $ N/A $ 295.00 $ $ $ N/A N/A $ N/A N/A N/A $ N/A N/A Mercury Containing Pesticides Liquids Alternative Treatment Incineration Lab pack $ $ $ N/A $ N/A $ $ $ N/A N/A $ N/A N/A N/A $ 495.00 N/A Metal Compounds (Arsenic, Lead, Silver, Cadmium, etc.) Treatment Landfill Alternative Lab pack $ $ $ N/A $ N/A $ $ $ N/A N/A $ 57.00 108.00 N/A $ N/A N/A Materials Stream Description Packaging Management Methods Price (Transportation & Disposal of 30 gal. Drums) Price (Transportation & Disposal of 55 gal. Drums) Corrosive Alkali Liquids Recycling Incineration Treatment Bulk Bulk Bulk $ N/A $ N/A $ N/A $ N/A $ 130.00 $ 173.00 Corrosive Acid Liquids Recycling Incineration Treatment Bulk Bulk Bulk $ N/A $ N/A $ N/A $ N/A $ 130.00 $ 173.00 B2000156 17 Weld County Household Hazardous Waste & Disposal Services Page 4 www.cleanharbors.com 48 August II, 2020 Weld County Household Hazardous Waste & Disposal Services General Pricing Conditions This bid is submitted contingent upon the right to negotiate mutually acceptable contract terms and conditions which are reflective of the work contemplated and an equitable distribution of the risks involved therein. In the event that such agreement cannot be reached, Clean Harbors reserves the right to decline to enter into such an agreement without prejudice or penalty. Assumptions and Considerations Please find below the general pricing conditions for this contract. These conditions govern all waste streams and generic pricing covered under this contract. These conditions are in addition to specific pricing notes provided on the pricing matrix. 1. This quotation is valid for 90 days 2. Electronically submitted profiles will be approved at no charge. Paper profiles will be charged at $75.00 each. Starting June 30, 2018 Clean Harbors will begin adding to invoices, as applicable, an e -Manifest fee of $20 per manifest to manage the U.S. EPA's mandatory e - Manifest System Requirements. This fee is currently included in the pricing provided. 3. Local, State and Federal fees applying to the generating location/receiving facilities are not included in disposal pricing and will be added to each invoice as applicable. 4. All pricing presented in this contract is based on Clean Harbors' ability to utilize all currently approved disposal facilities. If the number of disposal sites approved by Weld County is reduced or restricted, additional costs may be applied due to increased handling of wastes and reduced economies of scale. 5. All transportation rates are based on utilization of Clean Harbors' transportation equipment or Clean Harbors approved transporters. 6. Pricing is based on the current market capacity, conditions and Government regulations. If a significant market -wide pricing, capacity or regulatory change affects our pricing, Clean Harbors will document such changes and approach Weld County to re -negotiate pricing. 7. Payment terms are NET 45 days and will be in conformance with the Waste Disposal Services Agreement. 8. Variable Energy and Security Recovery Fee Clean Harbors is currently imposing a Recovery Fee that is comprised of two components; a 2.5% charge for Security covering insurance, liability, tolls and security costs and a charge for Energy costs that is revised monthly based on the average diesel prices from the US Department of Energy. With current diesel prices, the total recovery fee is 10.0%. The Recovery Fee is included in the pricing submitted. After the first year, should average national diesel prices exceed $3.70 per gallon we respectfully request the opportunity to negotiate an adjustment to the transportation and disposal pricing provided. www.cleanharbors.com 49 August 11, 2020 Weld County Household Hazardous Waste & Disposal Services Clean Harbors Personnel List Nancy Bums — Technical Services Branch Manager Glen Flores — HHW Program Manager Chemists/Technicians Jorn Chirinos Matthew Clark* Emily Long Bruce Anderson* Jose Montes* John Cole Virginia Brewerton* Shawn Culek* Ed Javorsky* Andrea Waterhouse Corey Nichols Steven Sharples* Kim Witzki* Clint Black* Jordan Whelchel* Chemist Chemist Chemist Chemist Chemist Chemist Chemist Field Tech Field Tech Field Tech Field Tech Field Tech Field Tech Field Tech Field Tech *Note: this person also has a Commercial Drivers License www.cleanharbors.com 1 !'..1/I/ ID"!.. 000:13D6 ''013 tert ;: «s a»>:OI,J1 :v «e«VI «»« 10 )017 00s:169 00««44 0/1/101 04/101011 j/i 2013 c«e«z //DIA ««4/x14 0'7/16/2014 241/ :»zn Odi 3/2 «»O/2013 r«»»u 54/16/2414 0/24/014 C5/14 /2n /7/12'«/1 WI/16/21)1A cett, Cer,p1 GettTi Campietd Lcet.pe ate, : » v: Camrd,ted 411 78/13; 4:0 in �aa ec.nple P.,.:a 01.0 Ivc�: h:n�p . 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S O _ _ 1117) E 4. SOCP72 4;747 '1,n MX79172 OSER,C2 S OMOLS K:15D5 SK1ER1. SFICLO Tbnoe /4204 _ MaReo All nne Diffa, Emsnmod .3,.,:77'20"-6, Earomg St rass Management Pro.; -e,: Mead. Safe Spo.ipmemcer>, r,.. _./G,. Cl !Lop 0. 3t_on Egkpacd PosLaticn Hand Toa and Lamoranacno FiaoM Ant1.1 - Hazards Cnem Prop-ago/12s, _ t .3Roosenapplda aoo 4,.,`021 Hari and Ryo Ormtecnomn Hoan and Cola Pocono HSE Standard, a _.'JPs Wben _ Jab Scope ,'t _,qee Remember' Chanmad ,/art 4 000123C 00011473 -( _'452 10 11350 13 �' OSPila36 15.. 00011329 • .,::.8 llOG1.__3 7 n 1 7 E MO010b95 • :t=".. • i£Ge RORg0640 41 OdOlO633 M0010654 n COO1P519 50030537 • 1:333 41,.1.. ' 3 00011287 !2..1297 'STUDENT TRAINIdS. HISTORY „_art .,1._e End Date 12/13/2017 12/13/2017 12/'7."31201' 12/.3,2017 12/13/2017 .2/_4i"_J1. .7/. / 2 l'1 12.713/207/ 2/1..,_,__7 IC/11/2317 1_/1-x,2O.., 12/4/2017 :3,.2/1-1/201' 12/1-/2017 1C/14/2037 12/14/-.0,1.7 12/14/2011 12/14/2C17 12/14/2017 12'14/2017 12/14/2017 12/_^/2017 i_ /' 4 / ':J ≥_ 7 C onpLeced ,rlpi. et:;' Completed Cm-a'.p' a-t:.ed Completed Comploced Cnanletod Composioo Comp7cLod Sasjd N3 Pun 7;.^.e 4:2.3:.? 1 FBI✓.. Lcr, cropiene I Lc: .16 c»« >sa =, nave, SS eza,seas >:z: x=: azex> 01, «>«ze 04/0/2J19 t.Foa pier, om.;t,�a�s� 0,15 rtIS ec» =e» CM 31 >z a««zz 04/30/252,5 Lt, -)/30/211., : >x3 Ccatt.titr.:5d ccrnp : Completel ODii1(: c.. a« Niike 's Safety SLory !«a«aWhich .zx«m 124,4 Er.d Dace 3,07/202 5/D7/202 xz«a« Comp z««zz xe: 010 1.1 G.i( 1.46 xq 1 ':04.x'.)) I e« a 9199 9994 4 : : a.4 ; 9799/990/99 «s/L1 /TO ««u>: cca»r 91 C ne««a 9); 97C9C seer x994» >ces >«9990 61 1 99,i9 - »999O 90,9 99,9I ti . ;•.; �iC JCe I I 027491 HS La,52 LIS a52 Ope.on « s.z =s. RR a CC 9 « 4 ,H-= eevaa 07/ 9/2RTCA4 .10 rjaC Camp C were etec Cmplered ee: Run aiR, Run Graae L cTi s: a: cty v» Hsleda «ex« «» CO411 34e «ru oa«ae 0/2/21 Ccso.plety:,c, Complotod Compleceo Comp: Coqtr.der,ci 91 Re22rt 12, 22:22222 027491 HSli x«» 22,2, 7,t727 021244 0022 12/11/2012 0420 11/2/2013 e/232«12 /23/2013 4/25/2013 223/2212 0/12/2203 : sa, Cmr,c,lte21 7/12,22,23 10/0/30:) CoMDiteCi ce»«a Ccmpleted l'!l�l U'_'�_ «««»x «a>zs «««2916 ;'It l` trt :4 L.UIt'.L,1= Page No. Run '2,7L eun ElePLTD NIDI : Awkw rj z:= ,1:e z«: z o z x: «01»90 e er 0001 ng a«»>x >ecxa 01«»x1/ e«««s ezc» En, S:3tU6 c>»xu a«»»a CS, « «nr a/02,x1/ ra r,, af- ,` L i ir, it _:nip: L2_1 w ! : e ): a:d ppto- pp «»>«e ««a»e tILT-T/ZT-T 'PO pp Tp1T3u,t-t. _1c T TN «sea «t -010e ctcTCTIJfl a vav z I,-" :==lzzzava:«> a>zv «44 s ! « ?':dgLJCJ _. ^.p;.. t.... c IG _�v= 1_ I1114 SG T Date e Lci vc17C _ 1 (0 ..11'1::3 C c;mr c =v 001122 A 1121)121416 __>17_ 11C;121.13 .'.1; r112121 121/ 119 /1.1/201: 2'0/23/2/14 C. -.'2E/ e, 06 77:/ 0.120/20'_9 21/24_/'2011 10/2/201 201!; 14,!`1).1 ,;,raple'_a rip1e1e2 !ot;p1 et -:V LI. eto Corp 101 ed " TH Y,, Pecp.i ,Son, Run m , 7//3Run Time 9,03:14 AM Edwar Seseac i.Lronc2, Z7, Off kests2Aprvi 02 ol KS Start Lare D.,, C12 ,202u >17 >/I" 01, : ar, Compe e, �4.�.xy. ,iczg •i cry ,ri_c' 1:: 9,52:30 AH 00016, «01»98 OL 03/29/2. 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VIC FISqd S CDC fl 1 1 I D0n?,2 ul(t2 9 000a22: Pecp;le"so.`t t -A Tt Pat_ Ltld Date 31__ .-P-- V _._, _i/, pl et -d p1red Vomplered [.,, pl.et:ed Rull D,La 9:1,06 AV ,:;1161 _ s 0Oc))3O)1 2\\\» m«za HS .11 x«1" ax 4141 »= cu, 01 3,f CCM a»« 01 -.11.ergenc,ye:p C4 2/ . 41/2./241:wa=ve, HS I 0,12 x nx 41«23 :s>rc »O991 are «««e ««x« 000199 a«»ae 0(3,2010 1/14121 03»»x11 0311«»e CY, /22 0110 «/22/x09 01«««11 2/s«2010 J:0322213 05/1»»1" m o<«: : 1 o \ \\\ Cmpl,ced era «le Completed .7.1onided Complerod Run Kun wa=n=e Plan Annual cs cars 13 uUlu «0100« nm 04/2 3 s«>c» ,1 «/2«2013 «/29/x1 CS/21/2013 PePpletiot DRIZe Yme.rgency aac»:mez RnIninD DOCIII 00124 «««> xu4 ss«c «n' St,rc Date a«»»> 04/22/011 Mon,Dieteci Comple,mo Mcmplpe, Run :555, Ron TRTIR 9:13:S kM Dacus 1 FAPLID a:z s,: z=»z sr e, olDio e/1 iC I1, s«»»x at Cry «> 1 IC A :va xzvs le Cc ColIgH +e>re I, Ade 1 Ezar LI:EL:._ .,,'I' 1IiY eag. No W3 21i n zrur.. sr : ' Safety » ev=z««» 2027 a 9V.9 C520 1 81 05012258 5001280 50215261 50012238 0001»» «O122» H012225 CO17-p.1 :s e e /0ii/20.18 Cfcm, le Led c>exo Comp] eted z««2010 c«eze z/5»x13 pied C,mpfc,aa C.artiplecd _�.�. ,_ad SrEWKST \\ \\\esks loop PrrPMCP? 30 \\\\\ Prdert Doper Crop pet, 25.20 «»»z» c Sr to, 'J=J ,,,n IL (T14 '! Z'/ ItDOT E, ...r-. . ".1 rt Rn Ej _� cz, CleanliarboiN Enforcement Action Summary Report Facility Aragonite Date Agency Enforcement Type Alleged Violation Proposed Status Resolution Penalty Paid Received Penalty Date 8/21/2015 Utah Board of Pharmacy 10/15/2015 10/20/2016 Consent Administrative Order Failure to timely renew a permit and failure to update an application with subsequent enforcement information. $20,000.00 EA Number: Description of Resolution: US DEA Penalty Notice Resolved $20,000.00 Paid civil penalty. 1) Failure to maintain a current license required $190,000.00 Resolved 4/4/2016 $63,000.00 by the State of Utah, 2) Failure to maintain separate biennial inventories for Schedule 1&2 and Schedule 3-5 materials, 3) Failure to maintain complete and accurate records. EA Number: Description of Resolution: UDEQ Notice of Violation 1) Storage facility for water supply had a leak at $0.00 the time of inspection, 2) the public water supply storage vessel showed signs of a leak. EA Number: Description of Resolution: Tuesday, August 11, 2020 Entered into a consent agreement and paid a civil penalty. Resolved w/o 12/14/2016 $0.00 Penalty Repaired the tanks. Pagel of 14 2/8/2017 UDEQ - DDW Notice of Violation Failure to monitor and report for pesticides and $0.00 Resolved w/o 2/15/2017 $0.00 volatile organic compounds in 2016. Penalty 5/16/2018 EA Number: Description of Resolution: UDEQ - Division of Air Notice of Violation Quality Updated testing was conducted. Failure to submit stack test results, deviation $23,750.00 Resolved 5/21/2018 $23,750.00 reports, leak detection and repair reports, Benzene NESHAP reports, semi-annual reports and compliance certifications in a timely manner. EA Number: Description of Resolution: 1/28/2019 US DEA Notice of Violation 1) Failure to file annual inventory. 2) delinquent $120,000.00 Resolved 5/8/2019 $96,000.00 filing of quarterly ARCOS reports, failure to maintain a separate file for Schecule 1 and 2 and Schedule 3 through five controlled substances, 4) failure to record time of annual inventory. EA Number: Description of Resolution: Payment of a civil penalty. 9/26/2019 Utah Department of Penalty Notice Failure to report to the division ary adverse Commerce action taken by another licensing jurisdiction. $300.00 Resolved 10/10/2019 $300.00 EA Number: Description of Resolution: Paid civil penalty Tuesday, August 11, 2020 Page 2 of 14 1/23/2020 4/8/2020 UDEQ Compliance Advisory The facility's Public Water System rating is expected to be downgraded for the following deficiencies: 1) area within 50 feet of a storage tank not graded to prevent standing water, 2) lack of an approved DWSP plan at two locations. EA Number: UDEQ Notice of Violation 29 alleged violations resulting from the annual Inspection conducted in the Fall 2019. EA Number: 2001004 $0.00 Pending $0.00 Description of Resolution: $0.00 Pending $0.00 Description of Resolution: 7/15/2020 Alabama Board of Consent Administrative Order 1) Conducting operations in the State but failing $10,000.00 Pending $0.00 Pharmacy to timely renew a permit, 2) Failure to conduct business in accordance with the State rules because of violations settled with the US DEA in January 2019. Facility Deer Park EA Number: 19-L-0162 Description of Resolution: Date Received Agency Enforcement Type Alleged Violation Proposed Status Resolution Penalty Paid Penalty Date 8/31/2015 TCEQ Notice of Violation Due to a side wide power failure, a pump failed $0.00 Resolved w/o 6/13/2017 $0.00 to containe wastewater which discharged to an Penalty off -site bayou. EA Number: Description of Resolution: Tuesday, August 11, 2020 Provided written response to the agency, Page 3 of 14 9/14/2015 TCEQ Warning Letter/Notice Incineration of a metal bearing waste that did not $8,340.00 Resolved 12/11/2015 $4,171.00 contain greater than 1% total organic content. EA Number: Description of Resolution: Entered into an administrative consent order and paid a civil penalty. 11/3/2015 TCEQ Notice of Violation Failure to report lead and copper values for a $0.00 Dismissed 11/18/2015 $0.00 public drinking water supply well. 12/11/2015 EA Number: Description of Resolution: Clean Harbors will report lead and copper values with the next annual report. TCEQ Notice of Violation Failure to update registration actitity for exempt $0.00 Resolved w/o 12/11/2015 $0.00 waste water treatment storage and failure to Penalty conduct weekly inspection. EA Number: Description of Resolution: Clean Harbors updated the registration and provided documentation that the inspection was being conducted. 8/2/2016 TCEQ Notice of Violation 1) An opacity event greater than 5% opacity $0.00 Resolved w/o 4/13/2017 $0.00 lasting 6 minutes. 2) Failure to notify of an Penalty opacity event within 24 hours of the event. EA Number: Description of Resolution: Provided additional documentation. 8/9/2016 TCEQ Notice of Violation Failure to submit analytical results from a public $0.00 Resolved w/o 9/30/2016 $0.00 water supply sample. Penalty EA Number: Description of Resolution: Tuesday, August 11, 2020 Responded with information on the missing data. Page 4 of 14 2/6/2017 TCEQ Notice of Violation Public waster supply reporting deficiency for the $0.00 Dismissed 2/16/2017 $0.00 period of July 2016 to December 2016. 5/5/2017 5/26/2017 6/7/2017 EA Number: Description of Resolution: Agency found the report in their files and rescinded the violation. TCEQ Warning Letter/Notice 1) Failure to prevent operation of fire water pump $66,569.00 Resolved w/o 10/5/2018 $0.00 engines for testing or maintenance between the Penalty hours of 6:00 am and noon, 2) Failure to maintain emissions below the tpy maximum allowable emission rate for fire water pump, 3) Failure to report all deviations in the previous deviation reports. EA Number: Description of Resolution: TCEQ rescinded the enforcement action upon review of supplemental data. TCEQ Notice of Violation Operation of tanks before they were permitted. $0.00 Resolved w/o 12/14/2017 $0.00 Penalty EA Number: Description of Resolution: Submitted response to the agency. TCEQ Notice of Violation An opacity event occurred on December 17, $0.00 Resolved w/o 10/21/2017 $0.00 2016. The NOV alleges failure to meet the Penalty criteria for an affirmative defense to the opacity event. EA Number: Description of Resolution: Provided additional documentation. Tuesday, August 11, 2020 Page 5of14 10/20/2017 TCEQ Notice of Violation Exceeding a 6 minute opacity event. $0.00 Resolved w/o 12/11/2017 $0.00 Penalty EA Number: 1435092 Description of Resolution: Provided additional documentation. 6/15/2018 TCEQ Notice of Violation 1) Failure to include all deviations reported to $0.00 Pending $0.00 TCEQ through STEERS on the deviations report, 2) failure to make emissions calc.jlation data immediately available to TCEQ. EA Number: Description of Resolution: 9/25/2018 TCEQ Warning Letter/Notice 1) Failure to obtain authorization prior to $0.00 Pending $0.00 managing waste in tanks, 2) Failure to provide updated financial assurance before using tanks and a landfill cell. EA Number: Description of Resolution: 2/28/2019 TCEQ Notice of Violation Failure to flush lines on public water supply line. $0.00 Resolved w/o $0.00 Penalty EA Number: Description of Resolution: Provided documentation that the lines had been flushed. 5/22/2019 TCEQ Notice of Violation Exceeding the maximum residual disinfectant $0.00 Pending $0.00 level for the public water system. EA Number: Description of Resolution: Tuesday, August 11, 2020 Page 6 of 14 7/26/2019 TCEQ Notice of Violation Failure to issue a public notice for violations for a $0.00 Pending $0.00 public water supply system. EA Number: Description of Resolution: 10/3/2019 TCEQ Notice of Non -Compliance Failure to timely submit a deviation report. $4,538.00 Resolved 6/1/2020 $1,816.00 1/14/2020 3/4/2020 Facility EA Number: Description of Resolution: Paid a civil penalty. TCEQ Notice of Violation Exceeded the residual disinfectant level for $0.00 Resolved w/o 2/25/2020 $0.00 residual chlorine on the monthly and quarterly Penalty averages. EA Number: PW5 1013094_CO_20 200114 NOV Description of Resolution: Modified the chlorine unit. TCEQ Notice of Violation Records of backflow preventor testing and as $0.00 Pending built system drawings were not available for review at the time of inspection. Deer Trail EA Number: Description of Resolution: $0.00 Date Agency Enforcement Type Alleged Violation Proposed Received Penalty Status Resolution Date Penalty Paid Tuesday, August Il, 2020 Page 7 of 14 2/12/2016 CDPHE Compliance Advisory Failure to submit November 2015 Discharge $0.00 Resolved w/o 3/18/2016 $0.00 Monitoring Report. Penalty EA Number: Description of Resolution: 7/29/2016 CDPHE Compliance Advisory Discharge exceedance of iron, Provided the November 2015 Discharge Monitoring Reports. $0.00 Resolved w/o 8/30/2016 $0.00 Penalty EA Number: Description of Resolution: 9/2/2016 CDPHE Compliance Advisory We reported being over the thirty day average $0.00 limit for iron for the pond discharge (Outfall 002A) during three days at the end of May. EA Number: Description of Resolution: 10/11/2018 CO DNR Notice of Violation Failure to complete a well flow meter test in the $0.00 required time. EA Number: Description of Resolution: 1/15/2019 CDPHE Warning Letter/Notice Failure to conduct weekly contamination surveys $0.00 for the treatment building decon room, cell sample rack, sampling station, latoratory area, men's locker room, lunch room and treatment building exit. EA Number: Description of Resolution: Tuesday, August 11, 2020 Provided a letter of explanation and corrective actions. Resolved w/o 2/4/2017 $0.00 Penalty The Facility prepared a response indicating that the corrective action would be to provide a longer settling time prior to discharge to allow silt to settle out. Resolved w/o 1/8/2019 $0.00 Penalty Well flow tests were completed and provided to the inspector. Pending $0.00 Page 8 of 14 Facility El Dorado Date Agency Enforcement Type Alleged Violation Received Proposed Status Resolution Penalty Paid Penalty Date 9/3/2015 12/16/2015 5/10/2016 ADEQ Compliance Advisory 1) failure to follow notification procedures in the $0.00 Resolved 3/10/2016 $8,100.00 contingency plan, 2) failure to operate the facility to prevent an incident, 3) failure to follow the waste acceptance procedure in the Waste Analysis Plan. EA Number: Description of Resolution: Paid civil penalty ADEQ Notice of Violation Violations related to a fire in the #1 Komar and $16,750.00 Resolved 7/1/2016 $0.00 reactions in the #2 Komar from July and August 2015. EA Number: LIS-16-017 Description of Resolution: ADEQ Consent Administrative Order 1) Self reported that the lab had reported on 1,2 - $44,000.00 Resolved 12/8/2016 $33,000.00 Dichloroethene for discharge monitoring reports instead of the 1,2 - Dichloroethane. 2) Seventeen individual parameter exceedances during the time period of April 1, 2013 to March 31, 2016. EA Number: Description of Resolution: 1/19/2017 ADEQ Consent Administrative Order Four opacity events in excess of permitted limits. $1,800.00 Resolved 3/3/2017 $0.00 EA Number: 17-008 Tuesday, August 11, 2020 Description of Resolution: Paid civil penalty. Page 9 of 14 8/16/2017 ADEQ Consent Administrative Order 1) Failure to clearly mark each piece of equipment in such a manner that is can be distinguished readily from other pieces of equipment. 10/1312017 $16,000.00 Dismissed 3/29/2018 $0.00 EA Number: Description of Resolution: Provided the agency with additional information so the issue was rescinded. ADEQ Consent Administrative Order Exceeding the emissions rate of lcw volatile $1,000.00 Resolved 1/5/2018 $1,000.00 metals during a performance test. EA Number: LIS 17-089 Description of Resolution: 3/14/2019 ADEQ Notice of Violation 1) Allowing water to remain in secondary containment longer than 24 hours, thus impeding the ability to monitor for leaks, 2) failure to properly document inspections for secondary containment. 11/21/2019 EA Number: LIS 19-048 Paid civil penalty. $8,000.00 Resolved 5/17/2019 $8,000.00 Description of Resolution: ADEQ Notice of Violation 1) Opacity issues at kiln 1, 2) Opacity issues at kiln 2 and 3) Open diverts at kiln 2 require additional explanation to the air regulators. Entered into the administrative consent order. $0.00 Pending $0.00 EA Number: Description of Resolution: Tuesday, August 11, 2020 Page 10 of 14 12/9/2019 Delaware Dept. of Notice of Violation Failure to provide the Department of Natural Natural Resources Resources with facility copies of infectious waste manifests received from Delaware generators. Facility Grassy Mountain $0.00 Pending $0.00 EA Number: 19 -SW -43 Description of Resolution: Date Agency Enforcement Type Alleged Violation Proposed Status Resolution Penalty Paid Received Penalty Date 11/11/2015 11/12/2019 3/9/2020 UDEQ Notice of Violation Three quarterly samples over the maximum $0.00 Resolved w/o 2/4/2017 $0.00 concentration limit for disinfection byproducts. Penalty EA Number: Description of Resolution: UDEQ Notice of Violation Water pumping system is not listed on Inventory $0.00 as an approved water system with the Utah DEQ division of drinking water. EA Number: Description of Resolution: UDEQ Notice of Violation 1) Nineteen instances of failure to follow the $0.00 requirements of the Waste Analysis Plan (WAP) 2) Failing to complete CPR training on a two year interval, 3) Disposal of waste in the landfill that did not meet land disposal restrictions. EA Number: Description of Resolution: The site had a water softner system that was operating poorly and causing the disinfection byproducts. The water softener was by-passed and water quality results returned to acceptable parameters. Resolved w/o 12/5/2019 $0.00 Penalty Provided written response to the UDEQ. Pending $0.00 Tuesday, August 11, 2020 Page 11 of 14 Facility Kimball Date Received Agency Enforcement Type Alleged Violation Proposed Status Resolution Penalty Paid Penalty Date 8/14/2015 US EPA Notice of Non -Compliance 1. Open containers, 2. Containers not in good condition, 3. Cracks/gap in containment and not impermeable 4.Cracks in tank fire coating support, 5.failing to clean up spill residues promptly, 6. Building not operated according to T -test 7. Missing Subpart BB tags equipment 8.Profile with incomplete description, 9.Small buckets not balanced on pallet. $0.00 Pending $0.00 EA Number: Description of Resolution: 8/3/2016 NDEQ Notice of Violation Failure to inspect Tank 1-144 per the inspection $0.00 Pending $0.00 plan. 5/2/2017 EA Number: Description of Resolution: NDEQ Warning Letter/Notice EA Number: Failure to mark a unit with tag number. $0.00 Resolved w/o 5/2/2017 $0.00 Penalty Description of Resolution: The unit was tagged with the appropriate description before the inspection concluded. 2/22/2019 NDEQ Warning Letter/Notice Failure to follow revised sampling plan for $0.00 Resolved w/o 6/7/2019 $0.00 evaporation pond sediment sampling. Penalty E4 Number: Description of Resolution: Provided updated samples. Tuesday, August 11, 2020 Page 12 of 14 6/23/2019 9/26/2019 2/7/2020 NDEQ Notice of Violation 1) Failure to mark the date upon which each period of accumulation begins on a container, 2) failure to accept, store and accumulate in containers only the waste identified in Appendix 1 of the permit. $0.00 Resolved w/o 7/7/2019 $0.00 Penalty EA Number: Description of Resolution: Provided written response to the NDEQ. US EPA Notice of Violation 1) Used oil container not labeled with a used oil $0.00 Pending $0.00 label, 2) Leaking roll -off container, 3) Waste found on outside of two roll -offs, 4) Waste found on ledge below the door on thermal oxidizer unit. EA Number: Description of Resolution: FRA Notice of Non -Compliance A roll off container leaked while in transit. $0.00 Pending $0.00 EA Number: Description of Resolution: 3/17/2020 Nebrask Department Notice of Violation 1) Failure to meet the delisting levels for waste in $0.00 Pending of Environment and the solid waste landfill and 2) Acceptance of a Energy waste code not in the facility permit. Facility Spring Grove EA Number: Description of Resolution: $0.00 Date Agency Enforcement Type Received Alleged Violation Proposed Penalty Status Resolution Date Penalty Paid Tuesday, August 11, 2020 Page 13 of 14 6/27/2018 Metropolitan Sewer Notice of Violation Discharge exceedance of the daily and monthly $0.00 Resolved w/o 1/8/2019 $0.00 District of Greater limit for Bis(2-ethylhexyl)phthalate. Penalty Cincinnati EA Number: Description of Resolution: Tuesday, August 11, 2020 Provided written response to the agency. Page 14 414 Weld County TRANSPORTATION PERMITS Household Hazardous Waste & Disposal Services Clean Harbors intends to transport IEMA's material using its own internal transportation resources. See license and permit information below. CLEAN HARBORS PERMITS AND LICENSES License/Permit Authority Expiration Number _r US EPA Hazardous Waste Transporter MAD039322250 NA, US DOT Pipeline and Hazardous Materials Safety Administration a I 060320550422CE 6/30/2023 Hazardous Materials Certificate of Registration US HM DOT Safety Permit 180743-MA-HMSP 3/31/2022 US Safety DOT Rating (Satisfactory) _ ........ US DOT # 180743 NA, Listing of State Permits www.cleanharbors.com Weld County US EPA -- Hazardous Waste Transporter storage and ous Waste Petrooit; o tinder Subtitle C o1RC ■►A I.D. MYMlUA INSTALLATION ACIDNESS XI. aA Household Hazardous Waste & Disposal Services ACKNOWLEDGEMENT OF NOTIFICATION OF HAZARDOUS WASTE ACTIVITY filed a Notification of Hazardous Waste Activity for .. sown in the box below to comply with Section 3010 d Recovery Act (RChet). Your EPA Identification Number e box below. The EPA Identification Number must by in - or transporting hazardous wastes; on all Annual Reports and owners and operators of hazardous waste treatment, file with EPA; on all applications for a Federal Hazard- dous waste management reports and documents required $D9393222S0 ,,Clean Et 0 inge►tof1 www.cleanharbors.com 2 Weld County Household Hazardous Waste & Disposal Services US DOT Pipeline and Hazardous Materials Safety Administration -- Hazardous Materials Certificate of Registration UNITED STATES OF AMERICA DEPARTMENT' OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALSSAFETY ADMINISTRATION HAZARDOUS MATERIALS CERTIFICATE OF REGISTRAT ION FOR RE G ISTRA.T ION YEAR (S) 2020-2023 Registrant: CLEAN HARBORS ENV IRONMENTAL S ERV ICES INC ATTN: Colleen Costello PO BOX 9149 NORWELL, MA 02061-9149 This certifies that tla reosstnan₹is regi terod with theLT,S. DepartmentefTrasnpoxtati,n s requiredby 49 CFR. Part 107, Subpart G This certificate is is sued under the artitooity of 49 U.S .C . 5103. It is uoiLewfrl to alter or t11,- ifj thus do untexd. Reg. No: 060320550422CE Effective: July 1, 2020 E p ices: June 30, 2023 HM Comp anyID: 7987 Recd Keying Requirement for die RegisiratianPrograms h'e fabnvutg must be naintatrod tithe pru c iaalplac e of 'blithe ss for period of three _,rears fronsthe date of issuance of this Certfrate of Registration: (1) A copy of the registration statemerit fip dwili PITMSA; and (2) This Ldrtff]cate of Registration Each parson ruby ct to the regicmatim re quierne It niist furnish thatparesn c Certific ate of Fe gi-cratnn (or a copy) end clothes re cords end ?fow:intim.pertairdagtothe information containe d Mille re gistretion statement to an authorize drepre snnsaiw or sp e cid.:,gent of the U. S. D eparttner5 of Tranoportation up on re quest. Each moon carrier (private or for -hire ) and earhve ssel operator .abjectto the re gist<ationreq±exreot ne'i tke ep a capyof the current Certificate of Registration or another doe, namthearurg the rsgistr-xti±.at norther i3exrtifiedasthe 92.0. DOT Haman g. No."ir,eachtntr_ls Initniiktractor orvesse1(traiers and s euiodrsilers not included) u;e dto transport hazardous materials eubje ct to the registration requirement The Certificate of Pe; eionordocumentbearingtherecrsffaticmraunbermustbemade available ,up on. re quest, to estf orc orient p ass mate L For irtfousiation,car¢actthe Hazardous Materials Pe ?Stratton Manager,PHH•52,Ppelite and Hazanious Adateriat sifety Adurinir'tratisri,U.S. Depart:met of Transportation, 1200 New Tarsay Avenue, SE, Washington, D C 20590 (202) 366-4100 www.cleanharbors.com 3 Weld County US DOT HM Safety Permit U S Department of Transportation Federal Motor Carrier Safe 1200 NewcJersey Ave , S.E Administration Washington, DC 20590 ALAN S Mar CHAIRMAN CLEAN HARBORS KIVIRGMENTAL S RR[TIC ES IfiC PO BOX 9149 NU JELL , NA 02061 Dear ALAN S MCFI4: Household Hazardous Waste & Disposal Services March 17, 2020 In reply refer to: USDOT Number: 1s�U74� MC Number: MC1S2120 HAZARDOUS MATERIALS SAFETYPERMIT NM Safety Permit ID: US-100743-10k-HYSP Effective Date: March 17, 2020 The Hazardous Materials Safety Pirnait (HMSP' is verification of the motor carrier's permission to engage in the transportation of hazardous materials listed in 49 CFR 385.403 by motor vehicle in interstate, intrastate, or foreign commerce_ i$55P will be a tfe t atN• beginning f Axch 17, 2020 and remc i n effective through March 31, 2022 it your company maintains compliance frith the requirements pertaining to the safe and secure movement of hazardous aat,tarials for the protection of the public (49 CFR $85 end other applicable Federal Motor Carrier Safety Regulations and Hazardous Material Regulations) . Failure to mMMntain compliance will constitute suffici' t grounds for suspension or revocation of this authority_ TJL ai fkta ri . persistent nor4ccapliance trith App1tcAble fafoty fitners reguiati.on a etricttnc . by a 1):::V.:L*11_•aryr of Trc411e'por:4ri.cin 'c ry"•' f'ft'vac c roe,iner 1iit; than " Sat tcfGe ne nr by rtt4har mdi at ar_; could rilt in <f prccel.du q rewiring the holder of this permit to thcns cause as to &n tty this authority should not be suspended or revoked_ For questions regarding this document you may contact the FEESA Hazardous Materials Division at 202-366-6121. Sincerely, it 1, Joseph P. DeLorenzo Director, Office of Enforcement and Compliance www.cleanharbors.com 4 Weld County Household Hazardous Waste & Disposal Services US DOT -Safety Rating (Satisfactory) U 5 Oeporlmenl or ironsportouon FOdural Highway Administration CLEAN HARBORS ENVIRONMENTAL SERVICES INC 12.00 CROWN COLONY DRIVE. QuINCY MA 02249 800 5e.n n: SI A ., Wasnmgton, oC 20580 NOVEMBER 09, 1994 IN REPLY REFER TO: YOUR USOOT NO.: 180743 REVIEW NO.: 00174127/CR DEAR MOTOR CARRIER: THE MOTOR CARRIER SAFETY RATING FOR YOUR COMPANY IS: SATISFACTORY THIS SATISFACTORY RATING IS THE RESULT OF A NOV 04, 1994, REVIEW AND EVALUATION. A SATISFACTORY RATING INDICATES THAT YOUR COMPANY HAS ADEQUATE SAFETY MANAGEMENT CONTROLS IN PLACE 70 EFFECT SUBSTANTIAL COMPLIANCE WITH THE FEDERAL MOTOR CARRIER SAFETY AND/OR HAZARDOUS MATERIALS REGULATIONS. PLEASE ASSURE YOURSELF THAT ANY SPECIFIC DEFICIENCIES IDENTIFIED iN THE REVIEW REPORT HAVE BEEN CORRECTED. WE APPRECIATE YOUR EFFORTS TOWARD PROMOTING MOTOR CARRIER SAFETY THROUGHOUT YOUR COMPANY. IF YOU HAVE QUESTIONS OR REQUIRE FURTHER INFORMATION. PLEASE CONTACT THE SAFETY SPECIALIST WHO CONDUCTED THE REVIEW. 27 RONALD G. ASHBY CHIEF. FEDERAL PROGRAMS DIVISION - SEE MESSAGE ON BACK - www.cleanharbors.com 5 Weld County Household Hazardous Waste & Disposal Services TRANSPORTER PERMIT LISTING BY STATE Federal U.S. EPA ID# MAD039222250, ICC MC 152120 ....r.run • •., u_.uu.... Entity u•••_r . .._.s '.. ..x..^n. .rwW UJu4C-_wv.... n :(. •.Y.\'xN vN.vnw\v: nvnm Yy wW!M1WI.V✓M4M.vnFM1 ✓4\V issuing Agency " M .-e N-v..\•WM'nv+w M -•.—a lY saY N. -r Y'v.+.�weew '^.' .. Description. — o-w.awrt..__w-.a +ry v r•. Na w\ Number Alabama 'o'ay.. Dept. of Environmental Mgmt.. Hazardous Waste Transport Permit .. •'.•••,. •,• •.., . . ° ••t •w.niw.ww.ww.w.wr+uw.aw.caw✓.v4.v.we+m\w.+'A9uwepaMW.vMRuw•nn .• _ MAD 039 322 250 - ... _.\ ' \ . A'\"' 7A. "• A / 1 Alabama .w..—w..w .w Dept. of Environmental Mgmt. .1 Medical Waste Transport Permit TRN 031516-MA01 Alaska No state -specific requirements .. , Ja*g. yN MWWAW- Arizona Dept. of Environmental Quality �... ..... Transporter Registration ID 13420 Arizona Dept. of Environmental Quality Biohazardous Medical Waste Transporter License TR012617.00 Arkansas Highway Police Hazardous Waste Transportation Permit H-0197 Arkansas Dept. of Health Commercial Medical Waste Transporter Permit ADH129090907 British Columbia Ministry of the Environment License to Transport Hazardous Waste 151253 California Dept. of Toxic Substances Control r. Hazardous and Medical Waste Transporter Registration 3500 Hazardous Materials Transportation License 132665 California Highway Patrol California Dept. of Motor Vehicles Non -Expiring Motor Carrier Permit _ ... r ru...M'.w.WV.•••..'.•.^....-... YMY4 .. _. 0188448 __.. .. ...._ California MM1..Y...WVW Dept. of Resources Recycling and Recovery .... Registered Waste Tire Hauler ena watt 1514039 Colorado Public Utilities Commission Hazardous Materials Permit HMP-01736 Connecticut Dept. of Energy and Environmental Protection Hazardous Waste Transporter Permit CT-HW-112 Connecticut Dept. of Energy and Environmental Protection I Biomedical Waste Transporter Permit CT -BMW -014 Delaware Dept. of Natural Resources and Environmental Control Hazardous Waste Transporter Permit DE-HW-0330 Delaware Dept. of Natural Resources and Environmental Control Solid Waste Transporter Permit DE -SW -0330 Florida 4 Dept. of Environmental Protection Hazardous Waste Transportation Certificate MAD03932225O . MAD039322250 Florida Dept. of Environmental Protection Used Oil Waste Transportation Certificate Florida Dept. of Environmental Protection Universal Waste Transportation Certificate - , "l. •.. .._ MAD039322250 ML.. -O W✓LL.... .V.)lMRP•TMpY.-,. ,. Florida at-SW.4VYYWN/_ . Dept. of Health - Biomedical Waste Transporter Registration 53-BID3149192 Georgia Public Service Commission .. Hazardous Materials Permit _�.,.. _.. . �.. Vehicle specific .,.......-..., Idaho . ..M .... Transportation Department Hazardous Waste Permit Vehicle specific Idaho Transportation Department Hazardous Materials Endorsements 130902-1 -,';.O!':-m¢..a..InV:Y.vMN••i^5+lWw.-.:ePMre:WkM:!wM)Y'ii.'G2+M1 Illinois Environmental Protection Agency _ - Special Waste Hauling Permit 1478 Illinois Environmental Protection Agency Potentially Infectious Medical Waste Hauling Permit M9071 Indiana No state -specific requirements Iowa No state -specific requirements Kansas Dept. of Health and Environment Hazardous Waste and Used Oil Transporter Registration MAD039322250 Kentucky Dept. of Environmental Protection Hazardous Waste Transporter Certificate of Registration 044295 Louisiana Dept, of Environmental Quality Solid Waste Transporter iD T-129-11798 Maine Dept, of Environmental Protection Hazardous Waste and Waste Oil Transporter License ME-HWT-005-001 Maine Dept. of Environmental Protection Biomedical Waste Transporter License ME-BWT-B040 Maine Dept. of Environmental Protection License for Non -Hazardous Waste Transportation • Vehicle specific Maryland Dept. of the Environment Controlled Hazardous Substances Hauler Certificate HWH 160 Maryland Dept. of the Environment Medical Waste Transporter Certificate SMH-090 _. Maryland Dept. of the Environment ...__ Oil Operations Permit 2010-OPV-3064 Massachusetts Dept. of Environmental Protection Hazardous Waste Transporter License MA -172 Uniform Program Permit — see Oklahoma Michigan Michigan Dept. of Environmental Quality [Gquid Industrial Waste Uniform Program Credentials 1 LIW0180743MI Minnesota No state -specific requirements www.cleanharbors.com 6 Weld County Household Hazardous Waste & Disposal Services ,........ ..-.-..-.. _ �,-. ....,�... a .. LIntity Issuing Agency Description Number Mississippi - ,,..•mvwmro«......-.....w+.ww.a.rw-...... _...moues -....a. No state -specific requirements r..w•a......., ....-, , _.. .. y ... .. ... .. .. ... .. . Missouri Dept. of _9. Transportation ' .,... _.. .....-. r _ .a .v.......,,.+erroww Hazardous Waste Transporter License .. «.ra..>.00.... .....,,..». .,, ...... ..,, .., ....wwr...w... . M 16E13002000 (changes annually) Montana Dept of Environmental Quality Infectious Waste Transporter Registration Vehicle specific Nebraska No state -specific requirements A Nevada Uniform Program Permit — see Oklahoma New Brunswick Dept. of Environment and Local Government C Approval to Operate Hazardous Waste Transportation Network 1-8595 New Hampshire Dept. of Environmental Services Hazardous Waste Transportation Registration TNH-0014 - .._ - New Jersey Dept. of Environmental Protection '...4.-......nv .-...++�.... Hazardous Waste Transporter - License HW07259 New Jersey Dept. of Environmental .,vv ..,.. Protection ...N r_.:nm.+.wn..a r mv..ue.:a u....:...w ,..w.. .. Solid Waste Transporter License .... SW16666 New Mexico �,.......w.._. ��o w...-..u....v.. Taxation and Revenue Dept. �w Weight Distance Permit 21513 New York Dept. of Environmental Conservation Waste Transporter Permit MA -006 North Carolina No state -specific requirements North Dakota Dept. of Health, Division of Waste Management Hazardous and Solid Waste Transporter Permit WH-0555 Ohio No state -specific requirements Oklahoma Corporate Commission Alliance for Uniform Hazardous Procedures, Uniform Materials Transportation Program Credentials -- dL M UPM-00180743-OK Oklahoma Corporate Commission Deleterious Substance Transport Permit 03485 Ontario Ministry of Transportation Commercial Vehicle Operator's M,. Registration 100-462-001 Oregon Dept. of Environmental Quality Motor Carrier Identification Number 294083 Pennsylvania ' Dept. of Environmental Protection Hazardous Waste Transporter License PA-AH 0312 Pennsylvania Dept. of Environmental Protection Biohazardous Waste Transporter License PA-HC-0053 .x.auurwxravan,.wu�wpa.uwa..r.,raw. Quebec ,.vauY9wwv.w ♦.GIWV•^'..'+..W'..rr,w.. '. ^^ t 1 .... .. •• M.. 1r' ... '. .. Ministry of the Environment Hazardous Waste Transporter Permit 76100601017601 Rhode island Dept. of Environmental Management Hazardous Waste Transporter Permit ' RI -387 Rhode Island .. _ Dept. of Environmental Management .• ' A ." ..*,... A . w. , . ... -....a .,- . -._ Regulated Medical Waste Transporter Permit . w.ww ..M.•. RIMWTRAN-230 n South Carolina .. , Dept. of Health and Environmental Control .. •... Hazardous Waste Transporter Permit MAD039322250 South Carolina .. .,, • • rv.e —._., - lrw.Ya.wWu Dept. of Health and Environmental Control a •. •• Infectious Waste Transporter Al Registration 5C22 -01T Tennessee Dept. of the Environment and Conservation Hazardous Waste Transporter Permit MAD039322250 ' Texas - .... Commission on Environmental Quality Notice of Registration - industrial and Hazardous Waste 41315 Texas .. Commission on Environmental Quality Medical Waste Transportation Registration MSW-50074 Texas Commission on Environmental Quality Sludge Transportation Registration 24989 Texas Dept. of Transportation Motor Carrier Certificate of Registration 005445277C Texas Dept. of State Health Services Asbestos Transporter License 400290 Utah Dept. Of Environmental Quality Used Oil Waste Transporter Permit ' UOP-0092 T-25 Vermont Dept. of Environmental Conservation Hazardous and Solid Waste Transporter Permit N/A Virginia No state -specific requirements I Washington . .... .. ..,. a No state -specific requirements r. w' West Virginia Uniform Program Permit — see Oklahoma West Virginia Bureau for Public Health infectious Medical Waste Transporter Permit IMW-99-17-HO62-01 Wisconsin .. ..y.,, Dept. of Natural Resources - Hazardous Waste Transport Service License 12102 1 Wisconsin Dept., of Natural Resources Solid Waste Transport Service License 14741 Wisconsin Dept. of Natural Resources Infectious Waste Transportation License 15167 IWyoming Dept. of Transportation Permanent Contract Motor Carrier Authority M-000157067 www.cleanharbors.com 7 leautaith,--iir20 BY THE NUMBERS RECORD $540M ADJUSTED EBITDA Highest in Company History RECORD $208M ADJUSTED FREE CASH FLOW Highest in Company History RECORD SAFETY RECORD 235M Total Recordable Incident GALLONS OF WASTE OIL Rate at historic low Most Ever Collected s `4 3.4REVENUE Up 1.4%compari;d to 2018 Clean Harbors further enhances position as the leading provider of environmental, energy and industrial services Consecutive c3RD of Profible Growth Year and Improved Margins • v a • S — q - a •n 6 • sr Clean Harbors entered 2019 on a high note with a continued focus on extending our top -line momentum? converting revenue into greater profitability, rewarding our team witn additional benefits and building on our record safety performance from the prior year. O perating under the theme "The Next Level;' we achieved new heights in 2019 across key safety and financial metrics. O ur company -wide safety statistics as measured by Total Recordable Incident Rate (TRIR) reached their lowest level in our history. At the same time, we set all-time highs in Adjusted EBITDA and adjusted free cash flow, ultimately delivering our third consecutive year of profitable growtn and improved margins. In 2020, we celebrate our 40th year in business with our first national TV advertising campaign highlighting our broad array of sustainability-focused services that will become an even more important part of our story in the years ahead. 2019 Key Highlights: • Hignest Adjusted EBITDA in our history • Highest adjusted free cash flow in our history Best safety year in our history — Total Recordable Incident Rate at an all-time low • 235 million gallons of waste oil collected • Nearly 25% growth in direct tube sales volumes with our OilPius® offering • More than doubled our 401K/RRSP match from previous year • Enhanced our systems and infrastructure, with greater emphasis on business analytics and robotic process automation TH ANNIVERSARY About Clean Harbors Clean Harbors (NYSE CLH) is North America's leading provider of environmental, energy and industrial services. The Company serves a diverse customer base, including a majority of the Fortune 500, across the chemical, energy, manufacturing and additional markets as well as numerous government agencies These customers rely on Clean Harbors to deliver a broad range of services, such as end -to -end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling Through its Safety-Kleen subsidiary, Clean Harbors is also North America's largest re -refiner and recycler of used oil and a leading provider of parts washers and environmental services to commercial, industrial and automotive customers Founded in 1980 and based in Massachusetts, Clean Harbors operates throughout the United States, Canada, Mexico, Puerto Rico and India For more information, visit www.cleanharbors.com CLEAN HARBORS, INC. I ANNUAL REPORT 2019 Dear Shareholders: 2019 was a year of record financial performance for Clean Harbors, as we delivered the highest Adjusted EBITDA and adjusted free cash flow in our history: Our performance was driven by favorable market conditions as well as a combination of strategic initiatives to increase efficient:es, improve pricing ano drive higher volumes through our network. This marked our third consecutive year of profitable growth and improved margins. Adjusted Err DA grew 10%, or nearly 550 million, fueling a 90 -basis -point margin increase. Ir. addition, we enhanced our internal systems and infrastructure, putting a greater emphasis on business analytics and robotic process automation to help prepare us for the next stage of growth. From my perspective, our most significant accomplishment of 2019 is something not listed in our financial statements. It was the best safety year in our history, with a Total Recordable Incident Rate and other key metrics at all-time lows, following a record 2018. Safety translates into results_ And over the past five years, a proactive focus on safety has enabled us to deliver on our commitment to our employees, customers and shareholders. ft has strengthened our ability to win new business, protect the communities in which we operate, and attract and retain talented people. Our Live It 3-6-5 safety philosophy embodies our goal of ensuring that each employee goes home uninjured every day. Environmental Services Paces a Strong Year Environmental Services, which includes our recycling and disposal assets, accounted for the majority of our profitable growth in 2019.. This reflected a concerted effort to enhance our mix of waste streams. increase udization, and generate a higher average price per pound. Our unique disposal assets, and the market's confidence in Clear Harbors, nave positioned us to caph:alize on the • • • • • Y 1 • • • • • • • • • • • • • • • : • • • 4 • A . M • • M • • N • • • • • • • • • • • • ongoing expansion of the U S. chemical and manufacturing sectors and to consistently capture higher -value waste streams. We also won multiple large-scale rerned'ation and waste projects in 2019, At the same time, our Fiela Services business grew by more than 10% as we captured a broad range of large and small emergency response projects. Safety-Kleen Environmental Services grew 7% in 2019 and our core offerings — parts washer services, containerized waste pickups and vacuum services _. performed in line with our expectations. Our branches collected a record 235 million gallons of waste oil during the year while maintaining an optimal collection cost per gallon. Our re -refineries rar well in 2019, producing base oil and creating a broad suite of blended products under our Performance Pus brand. For the full year, direct lube sates volumes grew by nearly 25% as our OilPlus'" offering continued to gain traction. With more than 30,000 unique customers, we are steadily expanding our market presence. We believe we will ultimately reach our long-term goals for blended volumes as the market for susiainaple products continues to expand. Outlook for 2020 - COVID-19 The annuat letter to shareholders presents a recap of the past year and a roaamap for vvhere we're going based on a snapshot in time. As of the writing of this letter, the worla 's currently in the grip of a global health crisis due to the Coronavirus pandemic (COVID-19), and our roadmap certainly may change. Regardless of the path the pandemic takes, however, we believe we are as well prepared as we can be, both financially and operationally_ At our core, we are an emergency response company. From 9/11 and the anthrax attacks to Hurricane Katrina, the Deepwater Horizon spill and the avian flu outbreak of 2015, we respond in times of national need. The pandemic is still in its early days across the U.S. and Canada, but Clean Harbors is already in the field decontaminating schools, plants, stadiums, stores and health care facilities, and removing infectious waste. We're on the front lines of the disease. he'ping to ensure locations are safe for our customers, their communities and the CLEAN HARBORS, INC. j ANNUAL REPORT 2019 TO OUR SHAREHOLDERS "2019 was a year of record financial performance for Clean Harbors, as we delivered the highest Adjusted EBITDA and adjusted free cash flow in our history." Alan S. McKim Chairman. President and Chief Executive Officer TO OUR SHAREHOLDERS population as a whole. Thong: it's ampossiote to anticipate the ft.11 repent or duration of the CC)VID-19 outbreak, I'm confident trust we re is pray an integral part r ":eipirrg 'e. r ruuorne-a - and many industries return to normal operations. Ore ' eason for that conf de. ire a our financiar streng n. \i1 -e .ex -en 1019 ,shirr an exceptioriahy strong mr.arlue sheet, 1'iLgti. ghtee by a • hrust _ash balance :f rricye t'-ar S.'I0C' when O .r reit. dent-Io- E.3F-DN. ratio of 2.lx was tne naves: a' ace before our pt.rc rraee of s-rh'Iy-{er'i,.ri;ate'2(0) Fhrcriignrr'Fn:anr"mg, IrtrC ant ,'ears. we .'eve eaveret: o .r weignteC average c- sii it t7Cr:'. t., ;ust -≥.5% with a lleatthy mix of. fixer and v ar'aC.r2 cieb:. Our first rranere s "ot cir:e urrti 2024 and our Crlr.. - 'll'of: re.u.ver Is ..n -:coped. Growth Strategy for 2020 and Beyond Corol;ry ri„ t" rya, .'n; i d urco' y tFr~'n, ,._. Sri_ fox: -sad or' Cor'-.:vli'gi .'ce,ivei prof abie ,:''J r^. th. Once markers normal rc=. our disposal and recycling network aill remain the corrersrnne of our s.,.Ce'.s.p;a i `her everage our `ac'i.ties c c'servic: o: a`O: _ through U' c•rig and mix 'r t atis 's. Increa al.'5 prnject voii 'r•i's -i'd grass ng lopn-tuertics. ` ::n ''d jai -) roil r s L d ,-Pr/ prat riarnr'i at wl ernawte c4.;atorne`a r.equest or' rite;. rs and cur\ cos onion By raking a ''next -_;ay" seproa=.-...o b r.aN2' oar prodac:s arid cam( iery co , we intend to roan? Clea:':' ar'Jor and Safety- lien t'v:rrl ea.Sl r Ia cc 'rosiness We've _awl?nos peen forward- thinking v:"ten it conies to teen:ro;ogy and we expect the add'rterr of a - a --commerce a it'oriai to gr`atry berlefat Cur C,isro:em's Were CiSO toting hit t ,A, technology to have customer s morn C err y ntertace with our w a -t' p -.afire systems to expedite the approver and ac: eptanra p- ;ces' For irevardous waste,rlispirsa ken-/ hes. C,'s:onlera :': Il alsr, no ,argil, to use e,. e-comrnarr..e plattorn-, to schedule tier own n waste pickups, The customer experienr-ew:2• be much Fri pry r::r,1 Jed or .: aoillty to manage order; or deliver services Lie ne We a:so want to capita;rze on the atrrtrr rg °natter copal brought err by IMC 2020. Vlie%e atr'a Cy seen the c',anges in the values ofhigh-surfer fuel oli.'' 15fO) and tots-su `.!r 'Ue! ^it `i SFCi) E- ,terser crude ,i, and base oir erar<ers ter Al a state of `fox w•th severe rc rg r isru.otions''a,,sc'd o/ the Corottavlrt,s in the II eve ,ere a1greess vety managing c',,` rc-':'hirr'ry Sprea{t by a gratis ;'7`%Y n-'nas'r"g our r.nar_�-for-' rl (CM) -ates. W th the systems we have in ^race today, we are confident that we can maintain reasonable arof tabil;ty'levels :n or r t.1` 'y •Kleen Oi. Ci_Isttrass, just as we've done of eetvery in prior low-cr::0In-nrice environments such as early 2016 2OL. ur s.::. i�unnz, z r.„„x{'ec a t: p udier CYrei'il;g grE,1 itI onoortunaies ar Ihn as Pr AS and take 1',.,, advantage of the growl} ig `:'arker: acceptance o. c Jr susta:nahle OFerings. As `eat_red on the _c.:"e.` ard :cside cover of th-s annual report, we provide a broad array of aestrt ndtr•'ty- oc, see scry res � ^eyrand ;€ac a that _ ` h;e.pg the •urges`_ ; ac O' ,;( {j remy(_ler of waste vii, Sust;rtnarrrirty is core to :?Oth rile Clean ciarhr_ir s and 5u`cty-Kteen brands, ace has peen part ef C.ean is -hors DNA 'or di) years. (_avert climate ,-ha"ge and rising environmental awareness, eve expect that iairlar}.ti'y owl. become ar; evelirare prorthr;ent part OF our star y 'i the veers ahead. investments in Our Team I ri f_ _ _ ss OI Clean -7di bra a -_evil is and ends with: our people. fiat's ,rvrry uvcr the past mice years we ncve .irsc'sted more tnan .'5 rill.,.. . the forah of wage and compons.atrrrn'mprr r err:Us find Ili(rc'rseC umtrf,.;t' :ns rl rr'rier't v.rxi.iear :t'arebenefi:_ Our skrIled Cabal team of approximately 5,000 reiiiiorces :s,rr repu? ,tir,r: •;t r_Le rnurkvrtpldc a every day (Thu Sr.i:c es, If 2019 ii a c'irarr'cs_.:t .J` Mew hard work _Ira Ilr'ur' hehait of ,),:r management team and Board of 'Directors. I wart i,; ti,aria the en': re ,_leas, I- tdrtrcra earn its dedication efEnr t,s acrt,eve our goals. I also wop d [IA,. to thank you. our -; arcmrn cers. ;t r w.rr ongc. na COrlheence, )020 li ,u as :: milestone for Clean Ha' ours our 40 • year in ,rSiriCSS. I'rt proud ofo, r Si t r e5.. over tile past -....r decades, andandlo'.'K forward to the mary Act Ibwe5 we nave planned CO oleht ate 'o s rr'ilestone as a team in the cnnl:ng months. Ste,- safe and "Jeri ir; the year ahead. L A, 'v r Cr-'i '_F?I ca'"' ,trio L.nief Exec:` Ce i :fflcer /Jean i Iarnc,rs Inc: "'tn: t' >i}'t) CLEAN HARBORS, INC, I ANNUAL REPORT 2019 I a Income Statement Data: Revenues Cost of revenues (exclusive of items shown separately below) Selling, general and administrative expenses Accretion of environmental liabilities Depreciation and amortization Goodwill impairment charge Income from operations Other income (expense), net Loss on early extinguishment of debt Gain on sate of businesses interest expense, net Income before provision (benefit) for income taxes Provision (benefit) for income taxes Net income (loss) (1) Earnings (loss) per share: (1) Basic Diluted Cash Flow Data: Net cash from operating activities Net cash used in investing activities Net cash (used in) from financing activities Other Financial Data: Adjusted EBITDA (2) Adjusted Free Cash Flow (3) Balance Sheet Data: Working capital (4) Total assets (4) Long-term obligations (including current portion) Stockholders' equity SELECTED FINANCIAL DATA For the Years Ended December 31 On thousands, except per shore amounts) 3,412,190 $ 1387,819 484,054 10336 300,725 229,456 2,897 (6,131) 687 (78, 670) 148,239 50,499 97,740 S 3,300,303 5 2,305,551 503,747 9,806 298,625 2,944,978 $ 2,062,673 456,648 9,460 288,422 2,755,226 $ 3,275,137 1,932,857 2,356,806 182,574 (4,510) (2,488) (81,094) 94,482 28,846 127,775 (6,119) (7,891) 30,732 (85,808) wrYretiaurmans?e =".iab�.. mA.cftr, r+r.arro .rxw slc $ $ $ $ 1.75 $ 1/4 $ 413392 $ (217,856) (53,425) 540,317 $ 208,523 $ 680,808 $ 4,108,904 1,561,651 1,269,813 65,636 58,689 (42,050) 100,739 1.17 $ • 1.16 $ MPRISSI 4M1,41A+: 373,210 $ (349,659) (110,997) 491,005 $ 195,311 $ 177 $ 176 $ 422,015 10,177 287,002 34,013 69,162 6,195 414,164 10,402 274,194 31,992 187,579 (1,380) 16,884 (83,525) (76,553) 8,716 109,646 48,589 65,544 (39,873) $ 44,102 (0.69) $ (0,69) $ . - 'i�. weirrimoeic.p„+, '5titrile55Z3;zR5,*t:G:er4.:.k....,:-OE 285,698 $ (203,267) (72,760) 425,657 $ 140,238 $ As of December 31 (in thousands) 599,880 $ 3,738,321 1,572,556 1,169,756 650,239 $ 3,706,570 1,629,537 1,188,202 259,624 $ (361)77) 220,235 400,354 $ 61,057 $ 588,203 $ 3,681,920 1,633,272 1,084,241 0.76 0.76 396,383 (350,642) (90,179) 504,167 145,382 404,076 3,431,428 1,382,543 1,096,282 1. The 2019 results include a $61 million pre-tax loss on early extinguishment of debt and a 50.7 million gain on the sole of a non -core line of business within our Environmental Services segment The 2018 results include a E2 S million pre-tax loss on early extinguishment of debt. The 2017 results include a net benefit of- $93.0 million resulting from impacts of the tax law changes enacted in December of 2017 a $7.9 million pre-tax loss on early extinguishment of debt and a $307 million pre-tax gain on the sale of a non -core line of business within our Environmental Services segment. The 2016 results include a $34.0 million goodwill impairment charge and a 516.9 million pre-tax gain on the sale of a non -core line of business within our Environrental Services segment. The 201S results include a 5320 million goodwill impairment charge in our Environmental Services segment In 2016, we did not record any income tax benefit as a result of the goodwill impairment charge. In 2015, we recorded on income tax benefit of S2 0 million as a result of the goodwill impairment charge. 2. See "Adjusted EBITDA" under item 6, "Selected Financial Data," on page 27 of the Annual Report on Form 10-K, incorporated herein, for a reconciliation of net income (loss) to Adjusted EBITDA 3. See 'Adjusted Free Cosh Flow" under Item 7 "Management's Discussion and Analysis," on page 37 of the Annual Report on Form 10-K, incorporated herein, For a reconciliation of net cash from operating activities to adjusted free cash flow. 4 The Company adopted Accounting Standards Update 2016-02. Leases. onJanuary 1. 2019 using the rnodihed retrospective method. The 2079 Total Asset balance includes the Operating lease right -of -use asset balance required under that new accounting standard. The 2019 current liability balance used in calculating Working Capital (as defined as current assets less current liabilities) includes the Current portion of operating lease liabilities as required under that new accounting standard. CLEAN HARBORS, INC. i ANNUAL REPORT 2019 IeaeHarbor t EXECUTIVE OFFICERS 8 DIRECTORS Executive Officers 1 _ icLeI s V it ec LVl J Alan S. McKim Chairman, President and ChieL Executive Officer niiicnaet L. patties Executive V ce President and Chief Financial ancial Officer George L. Curtis Executive Vice President. Pricing and Proposals* Eric J. Dugas Senior Vice President, Finance and Chief Accounting Officer Sharon M. Gabriel Executive Vice President and Chief Information Officer* Eric W. Gerstenberg Chief Operating Officer* Robert Johnston President of Oil and Gas* Jeffrey H. Knapp Executive Vice P- evident and rnie l Human Resources Officer* Robert E. Speights Executive Vice President and Chief Sales Officect Michael J. Twohig Executive Vice President, Safety and Risk ;vianagemeilly Brian P. Weber Executive Vice President, Corporate Planning arid Develoomentk 'Officer of a wholly owned subsidiary of the parent holding company, Clean Harbors, Inc. • . . 4 • 4 • • • • • . • . 4 • • • • • • • Alan S. McKim Chairman. President and Chef Executive Officer Dr. Gene aanucci Lead Director Edward G. Galante Director Rod Marlin Director John T. Preston Director Andrea Robertson, CPA Director Thomas J. Shields Director Lauren C. States Director John R. Welch Director Robert Willett Director CLEAN HARBORS, INC. I ANNUAL REPORT 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-34223 CLEAN HARBORS, INC. (Exact name of registrant as specified in its charter) Massachusetts (State or Other Jurisdiction of Incorporation or Organization) 42 Longwater Drive Norwell MA (Address of Principal Executive Offices) 04-2997780 (IRS Employer Identification No.) 02061-9149 (Zip Code) Registrant's Telephone Number, Including area code: (781) 792-5000 Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Name of each exchange on which Title of each class Trading Symbol registered Common Stock, $0.01 par value CLH New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 0 No ❑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ❑ No CI Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes CI No ❑ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S -T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes CI No ❑ Indicate by check mark whether the registrant is a large accelerated tiler, an accelerated tiler, a non -accelerated tiler, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated tiler," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer l J Accelerated filer O Non -accelerated filer ❑ Smaller reporting company ❑ Emerging growth company 0 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ❑ Indicate by check mark whether the registrant is a shell company (as defined in Rule I 2b-2 of the Exchange Act). Yes O No Cl On June 28, 2019 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the voting and non -voting common stock of the registrant held by non -affiliates of the registrant was approximately $3.7 billion, based on the closing price of such common stock as of that date on the New York Stock Exchange. Reference is made to Part III of this report for the assumptions on which this calculation is based. On February 19, 2020, there were outstanding 55,829,761 shares of Common Stock, $0.01 par value. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's definitive proxy statement for its 2020 annual meeting of stockholders (which will be filed with the Commission not later than April 22, 2020) are incorporated by reference into Part III of this report. CLEAN HARBORS, INC. ANNUAL REPORT ON FORM 10-K YEAR ENDED DECEMBER 31, 2019 TABLE OF CONTENTS Page No Part Item 1 Business Item IA. Risk ['actors [tem I B. Unresolved Staff Comments [tem 2. Properties [tem 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market for the Registrant's Common 1-quity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market. Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disciosure Item 9A. Con ro s and Procedures Item 9B. Other Information Part III [tem IC. Directors. Executive Officers and Corporate Governance Item I I _ Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationship; and Related Transactions, and Director Independence Item 14. Principal ,Accountant Fees and Services Part IV Rem 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary SIGNATURES 22 2.1 24 28 .14 86 rib 88 88 88 88 88 89 89 90 Disclosure Regarding Forward -Looking Statements In addition to historical information, this annual report contains forward -looking statements, which are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans to," "seeks," "should," "estimates," "projects," "may," "likely" or similar expressions. Forward -looking statements are neither historical facts nor assurances of future performance. These forward -looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward -looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in this report under Item IA, "Risk Factors," and Item 7, "Management's Discussion and Analysis on Financial Condition and Results of Operations." Readers are cautioned not to place undue reliance on these forward -looking statements, which reflect management's opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward -looking statements. Readers should also carefully review the risk factors described in other documents which we file from time to time with the Securities and Exchange Commission (the "SEC"), including the quarterly reports on Form l0 -Q to be filed by us during 2020. PART I ITEM 1. BUSINESS General Clean Harbors, Inc. and its subsidiaries (collectively, "we," "Clean Harbors" or the "Company") is a leading provider of environmental, energy and industrial services throughout North America. We are also the largest re -refiner and recycler of used oil in the world and the largest provider of parts cleaning and related environmental services to commercial, industrial and automotive customers in North America. One of our primary goals as a company is supporting our customers in finding environmentally responsible solutions to further their sustainability goals in today's world. We have two operating segments; (i) the Environmental Services segment and (ii) the Safety-Kleen segment. Environmental Services - Environmental Services segment results are predicated upon the demand by our customers for waste services directly attributable to waste volumes generated by them and project work for which waste handling and/or disposal is required. In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of through our owned incinerators and landfills, as well as utilization of such incinerators, labor and billable hours and equipment among other key metrics. Levels of activity and ultimate performance associated with this segment can be impacted by several factors including overall U.S. GDP and U.S. industrial production, weather conditions, efficiency of our operations, technology, changing regulations, competition, market pricing of our services and the management of our related operating costs. Environmental Services results are also impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites and for environmental cleanup services on a scheduled or emergency basis, including response to national events such as major chemical spills, natural disasters or other events where immediate and specialized services are required. Safety-Kleen - Safety-Kleen segment results are impacted by an array of core service and product offerings that serve to attract small quantity waste producers as customers and integrate them into the Clean Harbors waste network. Core service offerings include parts washer services, containerized waste services, vac services, used motor oil collection and contract blending and packaging services. Key performance indicators tracked by the Company relative to these services include the number of parts washer services performed and pricing and volume of used motor oil and waste collected. Results from these services are primarily driven by the overall number of parts washers placed at customer sites and volumes of waste collected, as well as the demand for and frequency of other offered services. These factors can be impacted by overall economic conditions in the marketplace, especially in the automotive related area. In addition to its core service offerings, Safety-Kleen offers high quality recycled base and blended oil products to end users including fleet customers, distributors and manufacturers of oil products. Other product offerings include automotive related fluids and shop supplies. Relative to its oil related products, management tracks the Company's volumes and relative percentages of base and blended oil sales along with various pricing metrics associated with the commodity driven marketplace. The segment's results are significantly impacted by overall market pricing and product mix associated with base and blended oil products and, more specifically, the market prices of Group II base oils. Costs incurred in connection with the collection of used oil and other raw materials associated with the segment's oil related products can also be volatile. Our OilPlus® closed loop initiative, which results in the sale of our renewable oil products directly to our end customers, may also be impacted by changes in customer demand for high -quality, environmentally responsible recycled oil. Clean Harbors, Inc. was incorporated in Massachusetts in 1980 and our principal executive offices are located in Norwell, Massachusetts. We maintain a website at the following Internet address: http://www.cleanharbors.com. Through a link on this website, we provide free access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after electronic filing with the SEC. Our guidelines on corporate governance, the charters for our board committees and our code of ethics for members of the board of directors, our chief executive officer and our other senior officers are also available on our website, and we will post on our website any waivers of, or amendments to, such code of ethics. Our website and the information contained therein or connected thereto are not incorporated by reference into this Form 10-K. Health and Safety Health and Safety is our #1 core value. Employees at all levels of our Company share this philosophy and are committed to ensuring our safety goals are met. Our commitment to health and safety benefits all of our stakeholders to include our employees, our customers, the community and the environment. In 2019, the continued success of our Safety Starts with Me: Live It 3-6-5 program, which is a key component in our overall safety approach along with our many other programs, enabled us to achieve low Total Recordable Incident Rate, or "TRIR" and Days Away, Restricted Activity and Transfer Rate, or "DART." For the year ended December 31, 2019, our Company wide TRIR and DART were 1.05 and 0.61, respectively. For the year ended December 31, 2018, our Company wide TRIR and DART were 1.08 and 0.63, respectively. As a result of our unrelenting focus on safety, in 2019 the Company achieved its lowest TRIR and DART rates in history. In order to protect our employees, continue to lower our incident rates and satisfy our customers' demands to retain the best service providers with the lowest TRIR and DART rates, we are fully committed to continuously improving our health and safety performance through ongoing safety initiatives and training as well as technological solutions aimed at keeping all of our 14,400 employees safe. All employees recognize the importance of protecting themselves, their fellow employees, their customers and all those around them from harm. Our commitment is supported by the Safety Starts with Me: Live It 3-6-5 program, which includes three Safety philosophies, six Golden Rules of Safety and each employee's five personal reasons why they choose to be safe at work, on the road and at home. Compliance We regard compliance with applicable environmental regulations as a critical component of our overall operations. We strive to maintain the highest professional standards in our compliance activities. A detailed compliance program has been developed for each of our permitted facilities, service centers and other locations under the direction of our compliance staff and based on the operations specific to each location. The compliance staff is responsible for the facilities' permitting and regulatory compliance, compliance training, transportation compliance and related record keeping. To ensure the effectiveness of our regulatory compliance program, our compliance staff monitors daily operational activities. We also have an Environmental Health and Safety Compliance Internal Audit Program designed to identify any weaknesses or opportunities for improvement in our ongoing compliance programs. We also perform periodic audits and inspections of the disposal facilities owned by other companies which we utilize. Our facilities are frequently inspected and audited by regulatory agencies, as well as by customers. Although our facilities have been cited on occasion for regulatory violations, we believe that each of our facilities is currently in substantial compliance with applicable permit requirements. Strategy Our strategy is to develop and maintain ongoing relationships with a diversified group of customers that have recurring needs for our products and services. We seek to expand market awareness of the breadth of our service offerings to current and future customers through targeted marketing opportunities. We strive to be recognized as the premier supplier of a broad range of value-added services based upon quality, responsiveness, customer service, information technologies and cost effectiveness. The principal elements of our business strategy in no particular order are: Cross -Sell Across Businesses - We believe the breadth of our service offerings allows us to provide additional services to existing customers. We believe we can provide industrial and field services to customers that traditionally have only used our technical services and technical services to customers that use our industrial services or oil and gas field services. At the same time, we see a variety of cross -selling opportunities between our Environmental Services and Safety-Kleen segments. Reflecting this strategy, we have been successfully cross -selling the products and services of Safety-Kleen, such as parts washers, various recycling services, cleaning products, and our OilPlue products through our closed loop initiative, to legacy Clean Harbors customers. We believe leveraging our ability to cross -sell across our segments will drive additional revenue for our Company. 2 Capture Large -Scale Projects - We provide turnkey offsite transportation and landfill or incineration disposal services for soil and other contaminated materials generated from remediation activities. We also assist remediation contractors and project managers with support services including groundwater disposal, waste disposal, roll -off container management and many other related services. We believe this will drive incremental waste volume to our existing facilities, thereby increasing utilization and enhancing overall profitability. Expand Throughput Capacity of Existing Facilities - We operate and have made substantial investments in an extensive network of hazardous waste management facilities and oil re -refineries, which provide us with significant operating leverage as volumes increase. In addition, there are opportunities to expand waste handling capacity or waste oil processing at these facilities by modifying the terms of the existing permits and by adding equipment and new technology. Through selected permit modifications, we can expand the range of treatment services offered to our customers without the significant capital investment necessary to acquire or build new waste management facilities. Execute Strategic Acquisitions and Divestitures - We actively pursue selective acquisitions with certain services or market sectors where we believe the acquisitions can enhance and expand our business. We believe that we can expand existing services through strategic acquisitions in order to generate incremental revenues from existing and new customers and to obtain greater market share. In order to maximize synergies, we rapidly integrate our acquisitions into our existing processes. To complement our acquisition strategy, we regularly review and evaluate our existing operations to determine whether our business model should change through the divestiture of certain businesses. Accordingly, from time to time, we divest certain non -core businesses and reallocate our resources to businesses that we believe better align with our long-term strategic direction. For additional information on our acquisitions and divestitures, see "Acquisitions and Divestitures" below. Focus on Cost, Pricing and Productivity Initiatives - We continually seek to increase efficiency and to reduce costs through enhanced technology, process improvements and strategic expense management. For instance, in 2019, we successfully undertook site consolidations, greater internalization of maintenance costs, and procurement and supply chain improvements. Additionally, we seek areas in our business where strategic investments in automation, process improvements, tools and employees can serve to increase productivity, efficiency and safety compliance. Expand Geographic Coverage of Service Offerings - We believe our Environmental Services and Safety-Kleen segments have a competitive advantage due to their vast network of locations across North America, particularly in areas where we maintain service locations at or near a treatment, storage and disposal facility ("TSDF"). By opening additional service locations we believe that we can increase our market share within these segments. We believe this will drive additional waste into our existing facilities, thereby increasing utilization and enhancing overall profitability. In addition, our management team continues to assess the competitive landscape in order to identify new business opportunities. Acquisitions and Divestitures Acquisitions are an element of our business strategy that involve expansion through the purchase of businesses that complement our existing Company and create opportunities for profitable growth. In 2019, we acquired two privately -owned businesses for a combined preliminary purchase price of $25.2 million. One acquisition expands the environmental services and hazardous materials management services of the Environmental Services segment while the second complements the Safety-Kleen segment's core service offerings, such as used motor oil collection, parts washers, oil filter recycling and vacuum services. In 2018, we acquired the U.S. Industrial Cleaning Business of Veolia Environmental Services North America LLC (the "Veolia Business") as well as a privately -owned company for a combined purchase price of $151.2 million. The acquisitions provide significant scale and industrial services capabilities, while increasing the size of our existing U.S. Industrial Services business. The acquisitions were financed with cash on hand. The Veolia Business is included in our Environmental Services segment while the privately -owned company has components included in both the Environmental Services and Safety-Kleen segments. In 2017, we acquired Lonestar West Inc. ("Lonestar"), a public company headquartered in Alberta, Canada, for CAD $41.8 million ($33.1 million USD at acquisition date), net of cash acquired. The acquisition price included the assumption of approximately CAD $21.3 million ($16.8 million USD at acquisition date) in outstanding debt, which we subsequently repaid. The acquisition supports our growth in the daylighting and hydro excavation services markets. In addition to increasing the size of our hydro vacuum fleet, Lonestar's network of locations provides us with direct access to key geographic markets in both the United States and Canada. The acquired company is included in our Environmental Services segment. 3 For additional information relating to our acquisition activities during 2019, 2018 and 2017, see Note 4, "Business Combinations," to our consolidated financial statements included in Item 8 of this report. Other business transactions also include divestitures based on our ongoing review of portfolio assets to determine the extent to which they are contributing to our objectives and growth strategy. In 2017, we completed the sale of our Transformer Services business, which was a non -core business previously included within the Environmental Services segment, for $45.5 million ($43.4 million net of $2.1 million in transactional related costs). For additional information relating to these divestitures, see Note 5, "Disposition of Businesses," to our consolidated financial statements included in Item 8 of this report. Protecting the Environment and Corporate Sustainability Clean Harbors recognizes that sustainability stewardship is a core aspect of our brand and a key component of our long- term success. Our core business is to provide industry, government and the public a wide range of sustainable solutions through environmental, energy and industrial service offerings that protect and restore North America's natural environment. Our sustainability program expands our commitment beyond the services and products to include our operations, employees and community. The program focuses on the following key strategies: Health and Safety As we have noted above, Health and Safety is our #1 core value and as such is at the forefront of our sustainability program. Safety is not just the hallmark of our Company but is also at the heart of what we provide to customers. Our programs and procedures focus on delivering services with unparalleled safety to our employees, our customers, local communities and other key stakeholders. Our approach to safety extends to our people, equipment and locations, many of which have qualified for Voluntary Protection Program status under Occupational Safety and Health Administration. Customer Solutions Technologies and operational improvements have allowed Clean Harbors to developed initiatives that focus on minimizing the Company's and our customers' impact on the environment. As a leading provider of environmental, energy and industrial services throughout North America, we help our customers prevent the release of chemicals and hazardous waste streams into the environment. We also are the leading service provider in the recovery and decontamination of pollutants that have been released. This includes the safe destruction or disposal of hazardous materials in a manner that ensures these materials are no longer a danger to the environment. When providing these services, we are committed to the recycling, reuse and reclamation of these waste streams whenever possible using a variety of methods more fully explained below in the sections describing our general operations. Many of our branded services exemplify our commitment to sustainability and providing environmental solutions to the marketplace. Where possible, liquids such as solvents, chemicals and used oil are continuously recycled to our high -quality standards and made into useful products. Tolling programs provide a closed process in which the customer's spent solvents are recycled to their precise specifications and returned directly to them. Our Safety-Kleen OilPlus® Program, unique to the oil industry, is designed to help companies manage their oil needs in a more sustainable way. By having us collect used oil and deliver new re -refined oil products, customers are implementing a closed -loop process for sustainability to the oil industry. We deploy our fleet of trucks, tankers, rail -cars and barges to collect used oil. In 2019 we gathered 235 million gallons of used oil in North America and our state-of-the-art processes enable us to fully realize oils' remarkable capacity to be recycled, re -refined and reused. Our plants have re -refined more than 3.7 billion gallons of used oil since their opening, allowing such oils to have a second life as recycled lubricants and avoiding more than 28.7 million metric tons of greenhouse gases. Energy Usage One of the Company's sustainability goals is to contribute to a cleaner environment by reducing energy usage, specifically our dependency on fossil fuels. Energy usage at our facilities is the focus of our Facility Energy Conservation program, which provides ongoing oversight and recommendations to our facilities to help support their electricity management efforts. We continue to evaluate solar energy as a viable option for our facilities and have built solar arrays at select sites for their ongoing energy needs. Clean Harbors makes fleet energy management a key focus, beginning with ongoing reviews by our logistics team to reduce total miles driven. We also evaluate options for reducing fuel costs including routine use of rail transportation, implementation of alternative fuel vehicles and using our Performance Plus and EcoPower re -refined engine oils throughout our fleet. Clean Harbors is constantly upgrading our truck fleet with the most fuel -efficient systems and parts and has also 4 designed custom, multi -compartment trucks that can be used to collect and deliver oil at the same time, decreasing fuel consumption. Operations Clean Harbors instills sustainability within its operations through continuous improvements and well-defined strategic initiatives that show the highest positive impact on the environment, the communities and the economy in which we work and live. Our fleet of transportation vehicles represents one of our largest opportunities to apply environmentally sustainable business practices. Our Asset Refurbishment Program is a comprehensive effort to rebuild assets to "like new" quality with the goal of reusing or recycling 100% of all materials. With four asset refurbishment facilities now operational, we are rebuilding an average of more than two vehicles every week. To provide an efficient and safe alternative for hazardous waste disposal, Clean Harbors developed and built an incinerator at our El Dorado facility which uses world -class air emissions control technology that meets the most stringent emissions standards under the U.S. Clean Air Act. Engagement Clean Harbors believes that by staying engaged with our customers, communities and other stakeholders, we can contribute to the long-term health of the environment, society and the economy. When warranted, we utilize formal reporting platforms to inform customers and other stakeholders of our sustainability efforts, including EcoVadis and Ecodesk. We develop partnerships with key environmental programs to build awareness, while fostering more sustainable business practices. One of our most highly visible public programs for various government and community entities is known as our Home Hazardous Waste service line. Communities trust us to collect paints, solvents, batteries, fluorescent lamps, pesticides, cleaners and other hazardous materials during one -day, multi -day and mobile programs that otherwise might be improperly disposed of or become dangerous to the communities where they are stored. Our commitment and our business go hand in hand as we work to provide services and products that complement our customers' sustainability plans and hold ourselves and others accountable to environmental, social and corporate governance standards. Competitive Strengths Leading Provider of Environmental, Energy and Industrial Services - We are a leading provider of environmental, energy and industrial services. We own nine commercial hazardous waste incinerators, making us the largest operator of such facilities in North America. We are also one of the few industrial services companies with national footprints in both the U.S. and Canada. We provide multi -faceted, high -quality services to a broad mix of customers. We attract and better serve our customers because of our vast capabilities and breadth of services as well as our overall size, scale and geographic location of our large network along with valuable and unique assets used in providing our services. Integrated Network of Assets - We believe we operate, in the aggregate, the largest number of commercial hazardous waste incinerators, landfills, treatment facilities and TSDFs in North America. Our broad service network enables us to effectively handle a waste stream from its origin through disposal and to efficiently direct and internalize our waste streams to reduce costs. As our processing of waste increases, our size allows us to leverage our network and increase our profit margins as we can internalize a greater volume of waste in our incinerators, landfills and other disposal facilities. Furthermore, these assets are very difficult to duplicate because significant permitting and regulatory approvals would need to take place in order for new commercial waste disposal sites to come on line. High barriers of entry for such assets provide increased value to our network. Comprehensive Service Capabilities - Our comprehensive service offerings allow us to act as a full -service provider to our customers. Our breadth of service offerings creates incremental revenue growth as customers seek to minimize the number of outside vendors and demand "one -stop -shop" service providers. Largest Collector and Recycler of Used Motor Oil - As the largest re -refiner and recycler of used oil in North America, during 2019 we returned approximately 191 million gallons of new re -refined oil, lubricants and byproducts back into the marketplace. In 2019, our re -refining process eliminated more than two million metric tons of greenhouse gas ("GHG"), which is the equivalent of growing more than 53 million trees for 10 years in an urban environment or taking over 393,000 passenger cars off the road for one year. Large and Diversified Customer Base - Our customers range from small companies to Fortune 500 companies and include public and private entities that span multiple industries and business types, including government entities. This diversification limits our credit exposure to any one customer and potential cyclicality to any one industry. As a 5 percentage of our 2019 revenues, the top ten industries we serviced totaled approximately 78% and included general manufacturing (16%), chemical (14%), automotive (9%), refineries (8%), base and blended oils (7%), government (6%), utilities (5%), transportation (5%), oil and gas (4%) and engineering and consulting (4%). Stable and Recurring Revenue Base - We have long-standing relationships with our large customers, many of whom have worked with our Company for decades. Our diversified customer base provides stable and recurring revenues, as a significant portion of our revenues are derived from previously served customers with recurring needs for our services. In addition, switching costs for many of our hazardous waste customers are high. This is due to many customers' desire to audit disposal facilities prior to their qualification as approved sites and to limit the number of facilities to which their hazardous waste are shipped in order to reduce potential liability under United States and Canadian environmental laws and regulations. We have been selected as an approved vendor by large and small generators of waste because we possess comprehensive collection, recycling, treatment, transportation, disposal and hazardous waste tracking capabilities and have the expertise necessary to comply with applicable environmental laws and regulations. Those customers that have selected us as an approved vendor typically continue to use our services on a recurring basis. Regulatory Compliance - We continue to make capital investments in our facilities to ensure that they are in compliance with current federal, state, provincial and local regulations. Companies that rely on in-house disposal may find the current regulatory requirements to be too capital intensive or complicated, and may choose to outsource many of their hazardous waste disposal needs. Effective Cost Management - Our significant scale allows us to maintain low costs through standardized compliance procedures, significant purchasing power, leveraging our investment in technology and our ability to efficiently utilize logistics and transportation to economically direct waste streams to the most efficient facility. We also have the ability to use internal resources to transport and process the substantial majority of all hazardous waste that we manage for our customers. In addition, our Safety-Kleen results are significantly impacted by the overall market pricing and product mix associated with base and blended oil products and, more specifically, the market prices of Group II base oils. We charge fees related to our used oil collection services which allow us to effectively manage the profit spreads inherent in our business. Proven and Experienced Management Team - Our executive management team provides depth and continuity. Our II executive officers collectively have over 190 years of experience and expertise in the environmental, energy and industrial services industries. Our chief executive officer founded our Company in 1980 and, since the Company's formation, has served as both the Chief Executive Officer and Chairman of the Board. Operations General Seasonality and Cyclical Nature of Business. Our operations may be affected by seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers' spending for products and services. Typically during the first and fourth quarters of each year there is less demand for our products, oil collection, recycling services and environmental services due to the lower levels of activities by our customers as a result of the cold weather, particularly in Canada and the northern and midwestern regions of the United States. As a result, reduced volumes of waste are received at our facilities, higher operating costs are realized due to sub -freezing weather and high levels of snowfall, factory closings for year-end holidays reduce waste volumes and lower volumes of used oil are generated for our collection. Geographical Information. For the year ended December 31, 2019, we generated $2,863.5 million or 83.9% of our direct revenues in the United States and $548.6 million or 16.1% of our direct revenues in Canada. For the year ended December 31, 2018, we generated $2,721.8 million or 82.5% of our direct revenues in the United States and $578.5 million or 17.5% of our direct revenues in Canada. For additional information about the geographical areas from which our direct revenues are derived and in which our assets are located, see Note 3, "Revenues," and Note 20, "Segment Reporting," respectively, to our consolidated financial statements included in Item 8 of this report. Environmental Services We collect, transport, treat and dispose of hazardous and non -hazardous waste, including resource recovery, physical treatment, fuel blending, incineration, landfill disposal, wastewater treatment, lab chemical disposal, explosives management and CleanPack®services. Our CleanPack® services include the collection, identification, categorization, specialized packaging, transportation and disposal of laboratory chemicals and household hazardous waste. We also perform a wide range of industrial maintenance and specialty industrial services and utilize specialty equipment and resources to perform field services at any chosen location on a planned or emergency response basis. All of these services are designed to protect the environment and 6 address environmental related challenges through the use of innovation and the latest technologies. We provide customers with sustainable solutions that seek to recycle waste materials whenever possible. Technical Services. We provide technical services through a network of service centers from which a fleet of vehicles are dispatched to pick up customers' waste either on a predetermined schedule or on demand, and to deliver the waste to permitted facilities, which are usually Company -owned. Our service centers can also dispatch chemists to a customer location for collection of chemical and laboratory waste for disposal. InSite Service® offerings is a branded on-site/in-plant service delivery program through which we offer a full range of environmental, industrial and waste management services. This signature program is built on safety, quality, efficiency and integrity, and has been offered by Clean Harbors for more than 25 years. By leveraging Clean Harbors' expertise and capabilities, our on -site staffs are dedicated to developing the safest, most cost-effective and sustainable solutions to service customers' needs. Collection, Transportation and Logistics Management. As an integral part of our services, we collect industrial waste from customers and transport such waste to and between our facilities for treatment or bulking for shipment to final disposal locations. Customers typically accumulate waste in containers, such as 55 -gallon drums, bulk storage tanks or 20 -cubic -yard roll -off containers. In providing this service, we utilize a variety of specially designed and constructed tank trucks and semi- trailers as well as third -party transporters, including railroads. Treatment and Disposal. We recycle, treat and dispose of hazardous and non -hazardous industrial waste. The waste handled includes substances which are classified as "hazardous" because of their corrosive, ignitable, infectious, reactive or toxic properties, and other substances subject to federal, state and provincial environmental regulation. We provide final treatment and disposal services designed to manage waste which cannot be otherwise economically recycled or reused. The waste that we handle comes in solid, sludge, liquid and gas form. We operate a network of TSDFs that collect, temporarily store and/or consolidate compatible waste streams for more efficient transportation to final recycling, treatment or disposal destinations. These facilities hold special permits, such as Part B permits under the Resource Conservation and Recovery Act ("RCRA") in the United States, which allow them to process, transfer and dispose of waste through various technologies including recycling, incineration, landfill and wastewater treatment depending on each location's permitted and constructed capabilities. Resource Recovery and Fuel Blending. We operate recycling systems for the reclamation and reuse of certain waste, particularly solvent -based waste generated by industrial cleaning operations, metal finishing and other manufacturing processes. Resource recovery involves the treatment of waste using various methods, which effectively remove contaminants from the original material to restore its fitness for its intended purpose and to reduce the volume of waste requiring disposal. We also operate a recycling facility that recycles refinery waste and spent catalyst. The recycled oil and catalysts, depending on market conditions, are sold to third parties. Incineration. Incineration is the preferred method for the treatment of organic hazardous waste because it effectively destroys the contaminants at high temperatures. High temperature incineration effectively eliminates organic waste such as herbicides, halogenated solvents, pesticides and pharmaceutical and refinery waste, regardless of form as gas, liquid, sludge or solid. Federal and state incineration regulations require a destruction and removal efficiency of 99.99% for most organic waste. As of December 31, 2019, we had nine active incinerators operating in five incinerator facilities that offer a wide range of technological capabilities to customers. In the United States, we operate a fluidized bed thermal oxidation unit for maximum destruction efficiency of hazardous waste with an estimated annual practical capacity of 58,808 tons and three solids and liquids capable incinerator facilities with a combined estimated annual practical capacity of 377,387 tons. We also operate one hazardous waste liquid injection incinerator in Canada with total annual practical capacity of 125,526 tons. Our incinerator facilities in Kimball, Nebraska; Deer Park, Texas; El Dorado, Arkansas; and Aragonite, Utah, are designed to process liquid organic waste, sludge, solids, soil and debris. Our Deer Park facility has two kilns and a rotary reactor. Our El Dorado facility specializes in the treatment of bulk and containerized hazardous liquids, solids and sludge. In 2017, we opened a new hazardous waste incinerator at our El Dorado, Arkansas facility, which specializes in high -temperature incineration of regulated waste such as industrial and laboratory chemicals, manufacturing byproducts, fertilizers and other solid and liquid materials that would otherwise be hazardous to the environment and public health if not properly managed. Our facilities in Kimball and Deer Park also have on -site landfills for the disposal of ash produced as a result of the incineration process. Our incinerator facility in Lambton, Ontario, is a liquid injection incinerator designed primarily for the destruction of liquid organic waste. Typical waste streams include wastewater with low levels of organics and other higher concentration organic liquid waste not amenable to conventional physical or chemical waste treatment. 7 Landfills. Landfills are primarily used for disposal of inorganic waste. In the United States and Canada, we operate nine commercial landfills. Seven of our commercial landfills are designed and permitted for disposal of hazardous waste and two of our landfills are operated for non -hazardous industrial waste disposal and, to a lesser extent, municipal solid waste. In addition to our commercial landfills, we also own and operate, as described above, two non-commercial landfills that only accept waste from our on -site incinerators. Of our seven commercial landfills used for disposal of hazardous waste, five are located in the United States and two are located in Canada. As of December 31, 2019, the useful economic lives of these landfills included approximately 24.6 million cubic yards of remaining capacity. We estimate the useful economic lives of landfills to include permitted airspace and unpermitted airspace that our management believes to be probable of being permitted based on our analysis of various factors. In addition to the capacity included in the useful economic lives of these landfills, there are approximately 31.9 million cubic yards of additional unpermitted airspace capacity included in the footprints of these landfills that may ultimately be permitted, although there can be no assurance that this additional capacity will be permitted. As of December 31, 2019, the useful economic lives of our two non -hazardous industrial landfills have 3.6 million cubic yards of remaining permitted capacity. These two facilities are located in the United States and have been issued operating permits under Subtitle D of RCRA. Our non -hazardous landfill facilities are permitted to accept commercial industrial waste, including waste from foundries, demolition and construction, machine shops, automobile manufacturing, printing, metal fabrications and recycling. Wastewater Treatment. We operate nine wastewater treatment facilities that offer or employ a range of wastewater treatment technologies. These wastewater treatment operations involve processing hazardous and non -hazardous waste through use of physical and chemical treatment methods. These facilities treat a broad range of industrial liquid and semi -liquid waste containing heavy metals, organics and suspended solids. Total Project Management. We also provide total project management services in areas such as chemical packing, on - site waste management, remediation, compliance training and emergency spill response, while leveraging Clean Harbors' network of service centers and environmental capabilities. Industrial Services. We perform industrial maintenance services and specialty industrial services at refineries, mines, upgraders, chemical plants, pulp and paper mills, manufacturing and power generation facilities. We provide these services throughout North America. Our crews handle as -needed in -plant services to support ongoing in -plant cleaning and maintenance services, including liquid/dry vacuum, hydro -blasting, dewatering and materials processing, water and chemical hauling and steam cleaning. We provide a variety of specialized industrial services including plant outage and turnaround services, decoking and pigging, chemical cleaning, high and ultra -high pressure water cleaning, pipeline inspection and coating services and large tank and surface impoundment cleaning. We also provide daylighting services which, through the use of specialized hydro vac equipment, deliver safer, cleaner and more precise hydro excavation services to safely uncover highly sensitive underground targets. Our crews also handle oilfield transport and production services supporting drilling, production and completion programs. Field and Emergency Response Services. Our crews and equipment are dispatched on a planned or emergency basis and perform services such as confined space entry for tank cleaning, site decontamination, large remediation projects, demolition, spill cleanup on land and water, railcar cleaning, product recovery and transfer, scarifying and media blasting and vacuum services. Additional services include filtration and water treatment services. We are also a leader in providing response services for environmental emergencies of any scale from man-made disasters such as oil spills and natural disasters such as hurricanes. Oil and Gas Field Services. We provide integrated seismic and right-of-way services for efficient resource discovery and site preparation. These services include: (i) seismic surveying that minimizes costs, environmental impact and time in field; (ii) mulching/line clearing that expedites additional geophysical activities and minimizes environmental impact; and (iii) shot - hole drilling that provides safe and efficient operations in every terrain, including hostile and inaccessible regions. We also provide surface rentals services by supporting oil and gas companies' drilling and well completion programs. Key to our services is our ability to provide solids control to support the drilling process. Our technologies help manage liquids, solids and semi -solid material during the drilling operation, and include centrifuges, tanks and drilling fluid recovery. We also can provide container rentals for safe collection of drill cuttings and other waste, as well as manage disposal of drilling fluids and solids and can supply surface rental equipment to support drill sites by providing wcllsite trailers, wastewater treatment systems and holding tanks, light towers, generators and handling tools. Lodging Services. Our fixed lodges provide turnkey remote accommodations throughout Western Canada and Texas and range in size up to approximately 600 beds. These are open lodges, with amenities that include catering and housekeeping services, fully equipped common areas, fitness rooms and computer rooms, wireless Internet and public phones, powered 8 parking stalls, laundry facilities and daily towel service. We also offer mobile camp operations, which provide services for remote workforce accommodation facilities throughout Western Canada, currently in British Columbia, Saskatchewan and Alberta, with multiple accommodation types. These include client and open camps, operator camps and drill camps. Furthermore, hospitality services are available as a standalone service to clients which have other accommodation arrangements. Safety-Kleen Our Safety-Kleen business offers an array of environmental services and complementary products to a diverse range of customers including automobile repair shops, car and truck dealers, metal fabricators, machine manufacturers, fleet maintenance shops and other automotive, industrial and retail customers. As the largest provider of parts cleaning services in North America, Safety-Kleen offers a complete line of specially designed parts washers to customer locations and then delivers recurring service that includes machine cleaning and maintenance and disposal and replacement of clean solvent or aqueous fluids. We also sell automotive and industrial cleaning products which include antifreeze, windshield washer fluid, degreasers, glass and floor cleaners, hand cleaners, absorbents, mats and spill kits. Utilizing our collection network, we provide pickup and transportation of hazardous and non -hazardous containerized waste for recycling or disposal, primarily through the Clean Harbors network of recycling, treatment and disposal facilities. We also collect used oil which serves as feedstock for our oil re -refineries discussed below, or process the oil into recycled fuel oil, or "RFO," which is then sold to customers such as asphalt plants, industrial plants, pulp and paper companies. The used oil is also processed into vacuum gas oil which can be further re -refined into lubricant base oils or sold directly into the marine diesel oil fuel market. Our vacuum services remove solids, residual oily water and sludge and other fluids from customers' oil/water separators, sumps and collection tanks. We also remove and collect waste fluids found at large and small industrial locations, including metal fabricators, auto maintenance providers and general manufacturers. Utilizing used oil collected by Safety-Kleen branches, we manufacture, formulate, package, distribute and market high - quality lubricants. We offer these products and services direct to business end -users and customers that can in turn market to retailers and end -users. The used oil collected by Safety-Kleen's branch network is processed or re -refined to convert into a variety of products, mostly base lubricating oils, and much smaller quantities of asphalt -like material, glycols and fuels. As the largest re -refiner of used oil in North America, we can process the used oil collected through our six re -refineries located in East Chicago, Indiana; Newark, California; Wichita, Kansas; Tacoma, Washington; Fallon, Nevada; and Breslau, Ontario. Our primary goal is to produce and sell high -quality blended oils, which are created by combining our re -refined base and other base oils with performance additives in accordance with our proprietary formulations and American Petroleum Institute licenses. Our Performance Plus® brand and "green" proprietary brand EcoPower® are sold to on- and off -road corporate fleets, government entities, automotive service shops and industrial plants, which are serviced through our internal distribution network, as well as an extensive United States and Canada -wide independent distributor network. We also sell unbranded blended oils to distributors that resell them under their private label brands. Our OilPlus® program consists of selling our renewable oil products directly to our end customers. We sell the base oil that we do not blend and sell ourselves to independent blenders/packagers that use it to blend their own branded or private label oils. With more than 200 million gallons of used oil processed annually, we were able to return approximately 191 million gallons of new re -refined oil, lubricants and byproducts back into the marketplace in 2019. We believe our position as the largest collector and re -refiner of used oil in North America, along with our vast service and distributions network, provide a distinct competitive advantage in our ability to provide our customers with collection and oil distribution services through our OilPlus® closed loop program. Competition The hazardous waste management industry is highly competitive. The sources of competition vary by locality and by type of service rendered, with competition coming from national and regional waste services companies and hundreds of privately -owned firms. Veolia North America, Waste Management, Inc., US Ecology, Inc. and Stericycle, Inc. are the principal national firms with which we compete. Each of these competitors is able to provide one or more of the environmental services we offer. Under federal and state environmental laws in the United States, generators of hazardous waste remain liable for improper disposal of such waste. Although generators may hire various companies that have the proper permits and licenses, because of the generators' potential liability, they are very interested in the reputation and financial strength of the companies they use for the management of their hazardous waste. We believe that our technical proficiency, safety record, customer service oriented culture and overall reputation are important considerations to our customers in selecting and continuing to 9 utilize our services. We also believe that the depth of our recycling, treatment and disposal capabilities, our ability to collect and transport waste products efficiently and our pricing are additional significant factors in the market for treatment and disposal services. Competition within our Environmental Services segment varies by locality and type of service rendered. For our landfill and waste services, competitors include several major national and regional environmental services firms, as well as numerous smaller local firms. We believe the availability of skilled technical professional personnel, quality of performance, diversity of services, safety record, quality of assets and use of current technologies, as well as price, are the key competitive factors in this service industry. For our industrial, field and emergency responses services, competitors vary by locality and by type of service rendered, with competition coming from national and regional service providers and hundreds of privately -owned firms that offer energy or industrial services. Envirosystems and Hydrochem PSC in the United States, and CEDA International Corporation and Newalta in Canada, are the principal national firms with which we compete. Each of these competitors is able to provide one or more of the industrial and field services we offer. We believe the availability of specialized equipment and latest technologies, skilled technical professional personnel, quality of performance, diversity of services, safety record and price are the key competitive factors in this industry. For our energy related services, competitors vary by locality and type of services provided, with competition coming from national, regional and local service providers. Competition is based on a number of factors, including safety, quality, performance, reliability, service, price, response time and, in some cases, breadth of service offering. For our Safety-Kleen segment, competitors vary by locality and by type of service rendered, with competition coming from Heritage -Crystal Clean and Veolia North America, along with several regional and local firms. With our Safety-Kleen Oil Plus® closed loop offering, we are competing in certain markets with other North American lubricant distributors. The principal methods of competition for all of our services and products are quality, price, reliability of service rendered or products sold and technical proficiency. We believe that we offer a more comprehensive range of environmental, energy and industrial services than our competitors in major portions of the United States and Canada. Employees As of December 3l, 2019, we employed approximately 14,400 active full-time employees, of which 988 in the United States and 676 in Canada were represented by labor unions. We believe that our relationship with our employees is positive. As part of our commitment to employee safety and quality customer service, we have an extensive compliance program and trained environmental, health and safety staff. We adhere to a risk management program designed to reduce potential liabilities to us and to our customers. We also continually strive to invest in our employees through training programs as well as competitive compensation and benefit programs. Intellectual Property We have invested significantly in the development of proprietary technology and also to establish and maintain an extensive knowledge of leading technologies. We incorporate these technologies into the services we offer and provide to our customers. As of December 31, 2019, we held a total of 35 U.S. and 12 foreign issued or granted patents (which will expire between 2020 and 2031), one U.S. and one foreign pending patent application, 93 U.S. and 53 foreign trademark registrations and one U.S. and eight foreign pending trademark applications. We also license software and other intellectual property from various third parties. We enter into confidentiality agreements with certain of our employees, consultants and corporate partners, and control access to software documentation and other proprietary information. We believe that we hold adequate rights to all intellectual property used in our business and that we do not infringe upon any intellectual property rights held by other parties. Management of Risks We adhere to a program of risk management policies and practices designed to reduce potential liability, as well as to manage customers' ongoing environmental exposures. This program includes installation of risk management systems at our facilities, such as fire suppression, employee training, environmental consciousness, auditing and policy decisions restricting the types of waste handled. We evaluate all revenue opportunities and decline those that we believe involve unacceptable risks. We dispose of waste at our incinerator, wastewater treatment and landfill facilities, or at facilities owned and operated by other firms that we have audited and approved. We apply established technologies to treatment, storage and recovery of I0 hazardous waste. We believe our operations are conducted in a safe and prudent manner and in substantial compliance with applicable laws and regulations. Insurance and Financial Assurance Our insurance programs cover the potential risks associated with our multifaceted operations from two primary exposures: direct physical damage and third -party liability. We maintain a casualty insurance program providing coverage for vehicles, employer's liability and commercial general liability in the aggregate amount of $105.0 million, $102.0 million and $102.0 million, respectively, per year, subject to retentions of $2.0 million per occurrence for auto and commercial general liability and $1.0 million for employers' liability in the United States and $2.0 million in Canada. We also have workers' compensation insurance whose limits are established by state statutes. We have pollution liability insurance policies covering potential risks in three areas: as a contractor performing services at customer sites, as a transporter of waste and as a processor of waste at our facilities. The contractor's pollution liability insurance has limits of $20.0 million per occurrence and $25.0 million in the aggregate, covering offsite remedial activities and associated liabilities. For sudden and accidental in -transit pollution liability, our auto liability policy provides the primary $5.0 million per occurrence of transportation pollution insurance. Our pollution liability policies provide an additional $75.0 million per occurrence and $80.0 million in the aggregate for a total of $80.0 million per occurrence and $85.0 million in the aggregate, respectively. A $2.0 million deductible per occurrence applies to this coverage in the United States and Canada. Federal and state regulations require liability insurance coverage for all facilities that treat, store or dispose of hazardous waste. RCRA, the Toxic Substances Control Act and comparable state hazardous waste regulations typically require hazardous waste handling facilities to maintain pollution liability insurance in the amount of $1.0 million per occurrence and $2.0 million in the aggregate for sudden occurrences and $3.0 million per occurrence and $6.0 million in the aggregate for non -sudden occurrences. Our liability insurance coverage meets or exceeds all federal and state regulations. Our international operations are insured under locally placed insurance policies that are compulsory in a specific country. In addition, we have a global foreign liability policy that will provide excess and difference in condition coverage in international countries. Under our insurance programs, coverage is obtained for catastrophic exposures, cyber security as well as those risks required to be insured by law or contract. It is our policy to retain a significant portion of certain expected losses related primarily to employee benefit, workers' compensation, commercial general and vehicle liability. Provisions for losses expected under these programs are recorded based upon our estimates of the actuarially determined value of the aggregate liability for claims. We believe that policy cancellation terms are similar to those of companies in other industries. Operators of hazardous waste handling and certain other permitted facilities are required by federal, state, provincial and local regulations to provide financial assurance for closure and post -closure care of those facilities should the facilities cease operation. Closure would include the cost of removing the waste stored at a facility which ceased operating and sending the material to another facility for disposal and the cost of performing certain procedures for decontamination of the facility. As of December 31, 2019, our total estimated closure and post -closure costs requiring financial assurance by regulators were $472.7 million for our U.S. facilities and $56.8 million for our Canadian facilities. We have obtained all of the required financial assurance for our facilities through a combination of surety bonds, funded trusts, letters of credit and insurance from qualified insurance companies. Environmental Regulation While our business has benefited substantially from increased government regulation of hazardous waste transportation, storage and disposal, the environmental services industry itself is the subject of extensive and evolving regulation by federal, state, provincial and local authorities. We are required to obtain federal, state, provincial and local permits or approvals for each of our hazardous waste facilities. Such permits are difficult to obtain and, in many instances, extensive studies, tests and public hearings are required before the approvals can be issued. We have acquired all operating permits and approvals now required for the current operation of our business, or have applied for, or are in the process of applying for, all permits and approvals needed in connection with continued operation and planned expansion or modifications of our operations. We make a continuing effort to anticipate regulatory, political and legal developments that might affect operations, but are not always able to do so. We cannot predict the extent to which any environmental legislation or regulation that may be enacted or enforced in the future may affect our operations. A new regulation primarily impacting the shipping business but which we are monitoring closely as it could impact our business is known as "IMO 2020". On January 1, 2020, the International Maritime Organization (the "IMO") implemented a II new regulation for a 0.50°/a global sulphur cap for marine fuels. Under the new global cap, ships that traverse the oceans will be required to use marine fuels with a sulphur content of no more than 0.50% sulphur, versus the previous cap of 3.50%, in an effort to reduce the amount of sulphur oxide and decrease pollution and greenhouse gas emissions from the global shipping fleet, which now uses an estimated 3.5 to 4 million barrels per day of fuel oil. The shipping industry is the last major transportation sector to utilize fuel with high levels of sulfur, which is the reason the IMO pushed the industry to more closely align with other transport sectors for pollution reduction. There are several variables around this regulatory change whereby the impacts of such changes are not yet clear, including anticipated levels of compliance and enforcement. However, it is expected that the implementation of IMO 2020 will result in a significant increase in demand for a broad range of low sulfur distillates including diesel, marine gas oil, marine diesel oil and vacuum gas oil ("VGO") among others. There is uncertainty about the global refinery industry's ability to meet that spike in demand, which could have substantial consequences for the pricing of those products, particularly VGO. The price of VGO typically has a direct impact on the pricing and/or levels of production of base oil. Changes in the marine fuel market as a result of IMO 2020 are also expected to affect the availability of used motor oil, which today is frequently used in the marine market and some of which may be displaced as a result of this new regulation. United States Hazardous Waste Regulation Federal Regulations. The most significant federal environmental laws affecting us are the RCRA, the Comprehensive Environmental Response, Compensation and Liability Act, also known as the "Superfund Act," the Clean Air Act, the Clean Water Act and the Toxic Substances Control Act ("TSCA"). RCRA. RCRA is the principal federal statute governing hazardous waste generation, treatment, transportation, storage and disposal. Pursuant to RCRA, the Environmental Protection Agency ("EPA") has established a comprehensive "cradle -to - grave" system for the management of a wide range of materials identified as hazardous waste. States that have adopted hazardous waste management programs with standards at least as stringent as those promulgated by the EPA have been delegated authority by the EPA to administer their facility permitting programs in lieu of the EPA's program. Every facility that treats, stores or disposes of hazardous waste must obtain a RCRA permit from the EPA or an authorized state agency unless a specific exemption exists, and must comply with certain operating requirements ("Part B" permitting process). RCRA also requires that Part B permits contain provisions for required on -site study and cleanup activities, known as "corrective action," including detailed compliance schedules and provisions for assurance of financial responsibility. See Note 10, "Closure and Post -Closure Liabilities," and Note I I, "Remedial I..iabilities," to our consolidated financial statements included in Item 8 of this report for a discussion of our environmental liabilities. See "Insurance and Financial Assurance" above for a discussion of our financial assurance requirements. The Superfund Act. The Superfund Act is the primary federal statute regulating the cleanup of inactive hazardous substance sites and imposing liability for cleanup on the responsible parties. It provides for immediate EPA coordinated response and removal actions for hazardous substances released into the environment. It also authorizes the government to respond to the release or threatened release of hazardous substances or to order responsible persons to perform any necessary cleanup. The statute provides for strict and, in certain cases, joint and several liability to the parties involved in the generation, transportation and disposal of hazardous substances for the cost of these responses and related costs, and for the cost of damages to natural resources. Under the statute, we may be deemed liable as a generator or transporter of a hazardous substance which is released into the environment, or as the owner or operator of a facility from which there is a release of a hazardous substance into the environment. See Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report for a description of the principal such proceedings in which we are now involved. The Clean Air Act. The Clean Air Act was passed by Congress to control the emissions of pollutants into the air and requires permits to be obtained for certain sources of hazardous air pollutants, such as vinyl chloride or air criteria pollutants, such as carbon monoxide. In 1990, Congress amended the Clean Air Act to require further reductions of air pollutants with specific targets for non -attainment areas in order to meet certain ambient air quality standards. These amendments also require the EPA to promulgate regulations which (i) control emissions of 187 hazardous air pollutants; (ii) create uniform operating permits for major industrial facilities similar to RCRA operating permits; (iii) mandate the phase -out of ozone depleting chemicals; and (iv) provide for enhanced enforcement. The Clean Water Act. This legislation prohibits discharge of pollutants into the waters of the United States without government authorization and regulates the discharge of pollutants into surface waters and sewers from a variety of sources, including disposal sites and treatment facilities. The EPA has promulgated "pretreatment" regulations under the Clean Water Act, which establish pretreatment standards for introduction of pollutants into publicly owned treatment works. In the course of the treatment process, our wastewater treatment facilities generate wastewater, which we discharge to publicly owned treatment 12 works pursuant to permits issued by the appropriate government authorities. We are required to obtain discharge permits and conduct sampling and monitoring programs. TSCA. We operate a network of collection, treatment and field services (remediation) facilities throughout North America whose activities are regulated under provisions of TSCA. TSCA established a national program for the management of substances classified as polychlorinated biphenyls ("PCBs") which include waste PCBs as well as RCRA waste contaminated with PCBs. The rules set minimum design and operating requirements for storage, treatment and disposal of PCB waste. Since their initial publication, the rules have been modified to enhance the management standards for TSCA-regulated operations including the decommissioning of PCB transformers and articles, detoxification of transformer oils, incineration of PCB liquids and solids landfill disposal of PCB solids, and remediation of PCB contamination at customer sites. Other Federal Regulations. In addition to regulations specifically directed at our transportation, storage and disposal facilities, there are a number of regulations that may "pass -through" to the facilities based on the acceptance of regulated waste from affected customer facilities. Each facility that accepts affected waste must comply with the regulations for that waste, facility or industry. Examples of this type of regulation are National Emission Standards for Benzene Waste Operations and National Emissions Standards for Pharmaceuticals Production. Each of our facilities addresses these regulations on a case -by - case basis determined by its requirement to comply with the pass -through regulations. In our transportation operations, we are regulated by the U.S. Department of Transportation, the Federal Railroad Administration, the Federal Aviation Administration and the U.S. Coast Guard, as well as by the regulatory agencies of each state in which we operate or through which our vehicles pass. Health and safety standards under the Occupational Safety and Health Act ("OSHA") are also applicable to all of our operations. State and Local Regulations. Pursuant to the EPA's authorization of RCRA equivalent state run programs, a number of U.S. states have regulatory programs governing the operations and permitting of hazardous waste facilities. Accordingly, the hazardous waste treatment, storage and disposal activities of a number of our facilities are regulated by the relevant state agencies in addition to federal EPA regulation. Some states classify as hazardous some waste that are not regulated under RCRA. For example, Massachusetts considers waste oil as "hazardous waste" while RCRA does not. Accordingly, we must comply with state requirements for handling state regulated waste, and, when necessary, obtain state licenses for treating, storing and disposing of such waste at our facilities. Our facilities are also regulated pursuant to state statutes, including those addressing clean water and clean air. Local sewer discharge and flammable storage requirements are applicable to certain of our facilities. Our facilities are also subject to local siting, zoning and land use restrictions. We believe that each of our facilities is in substantial compliance with the applicable requirements of federal and state licenses which we have obtained. Once issued, such licenses have maximum fixed terms of a given number of years, which differ from state to state, ranging from three to ten years. The issuing state agency may review or modify a license at any time during its term. We anticipate that once a license is issued with respect to a facility, the license will be renewed at the end of its term if the facility's operations are in compliance with applicable requirements. However, there can be no assurance that regulations governing future licensing will remain static, or that we will be able to comply with such requirements. Canadian Hazardous Waste Regulation In Canada, the provinces retain control over environmental issues within their boundaries and thus have the primary responsibility for regulating management of hazardous waste. The federal government regulates issues of national scope or where activities cross provincial boundaries. Provincial Regulations. Most of Canada's industrial development and the major part of its population are located in four provinces: Ontario, Quebec, Alberta and British Columbia, each of which have detailed environmental regulations. We operate major waste management facilities in each of these provinces, as well as waste transfer facilities in Nova Scotia and Manitoba. The main provincial acts dealing with hazardous waste management are: • Ontario —Environmental Protection Act; • Quebec —Environmental Quality Act; • Alberta —Environmental Protection and Enhancement Act; and • British Columbia —Waste Management Act. 13 These pieces of legislation were developed by the provinces independently and, among other things, generally control the generation, characterization, transport, treatment and disposal of hazardous waste. Regulations developed by the provinces under the relevant legislation are also developed independently, but are often quite similar in effect and sometimes in application. For example, there is some uniformity in manifest document design and utilization. Provincial legislation also provides for the establishment of waste management facilities. In this case, the facilities are also controlled by provincial statutes and regulations governing emissions to air, groundwater and surface water and prescribing design criteria and operational guidelines. Waste transporters require a permit to operate under provincial waste management regulations and are subject to the requirements of the Federal Transportation of Dangerous Goods Act, as discussed below. They are required to report the quantities and disposition of materials shipped. Canadian Federal Regulations. The Canadian federal government has authority for those matters which are national in scope and in impact and for Canada's relations with other nations. The main federal laws governing hazardous waste management are: • Canadian Environmental Protection Act (1999) ("CEPA 99"), and • Transportation of Dangerous Goods Act. Environment Canada is the federal agency with responsibility for environmental matters and the main legislative instrument is the CEPA 99. This act charges Environment Canada and Health Canada, the Federal agency responsible for the health of individuals, with protection of human health and the environment and seeks to control the production, importation and use of substances in Canada and to control their impact on the environment. The Export and Import of Hazardous waste Regulations under CEPA 99 control the export and import of hazardous waste and hazardous recyclable materials. By reference, these regulations incorporate the Transportation of Dangerous Goods Act and Regulations, which address identification, packaging, marking and documentation of hazardous materials during transport. CEPA 99 requires that anyone proposing to export or import hazardous waste or hazardous recyclable materials or to transport them through Canada, must notify the Minister of the Environment and obtain a permit to do so. Section 9 of CEPA 99 allows the federal government to enter into administrative agreements with the provinces and territories for the development and improvement of environmental standards. These agreements represent cooperation towards a common goal rather than a delegation of authority under CEPA 99. To facilitate the development of provincial and territorial agreements, the federal, provincial and territorial governments participate in the Canadian Council of Ministers of the Environment ("CCME"). The CCME comprises the 14 environment ministers from the federal, provincial and territorial governments, who normally meet at least once a year to discuss national environmental priorities and to determine work to be carried out under the auspices of the CCME. Canadian Local and Municipal Regulations. Local and municipal regulations seldom reference direct control of hazardous waste management activities. Municipal regulations and by-laws, however, control such issues as land use designation, access to municipal services and use of emergency services, all of which can have a significant impact on facility operation. Compliance with Environmental Regulations The environmental regulations discussed above require that we remediate contaminated sites, operate our facilities in accordance with enacted regulations, obtain required financial assurance for closure and post -closure care of our facilities should such facilities cease operations and make capital investments in order to keep our facilities in compliance with environmental regulations. As further discussed in Note 10, "Closure and Post -Closure Liabilities," and Note 11, "Remedial Liabilities," to our consolidated financial statements included in Item 8 of this report, we have accrued environmental liabilities as of December 31, 2019, of $189.8 million. For the years ended December 31, 2019 and 2018, we spent $18.7 million and $10.1 million, respectively, to address environmental liabilities. As discussed more fully above under the heading "Insurance and Financial Assurance," we are required to provide financial assurance with respect to certain statutorily required closure, post -closure and corrective action obligations at our facilities. We have placed the required financial assurance primarily through qualified insurance companies. As described in Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report, we are involved in legal proceedings arising under environmental laws and regulations. Alleged failure to comply with laws and regulations may lead to the imposition of fines or the denial, revocation or delay of the renewal of permits and 14 licenses by government entities. In addition, such government entities, as well as surrounding landowners, may claim that we are liable for environmental damages. Citizens groups have become increasingly active in challenging the grant or renewal of permits and licenses for hazardous waste facilities, and responding to such challenges has further increased the costs associated with establishing new facilities or expanding current facilities. A significant judgment against us, the loss of a significant permit or license or the imposition of a significant fine could have a material effect on our business and future prospects. ITEM IA. RISK FACTORS An investment in our securities involves certain risks, including those described below. You should consider carefully these risk factors together with all of the information included in or incorporated by reference in this report before investing in our securities. Risks Affecting All of Our Businesses Our businesses are subject to operational and safety risks. Provision of environmental, energy and industrial services to our customers by both of our business segments involves risks such as equipment defects, malfunctions and failures and natural disasters, which could potentially result in releases of hazardous materials, damage to or total loss of our property or assets, injury or death of our employees or a need to shut down or reduce operation of our facilities while remedial actions are undertaken. Our employees often work under potentially hazardous conditions. These risks expose us to potential liability for pollution and other environmental damages, personal injury, loss of life, business interruption and property damage or destruction. We must also maintain a solid safety record in order to remain a preferred supplier to our major customers. While we seek to minimize our exposure to such risks primarily through (i) comprehensive training programs, (ii) our Environmental Health and Safety Compliance Internal Audit Program, (iii) vehicle and equipment maintenance programs and (iv) insurance, such programs and insurance may not be adequate to cover all of our potential liabilities. Our businesses are subject to numerous statutory and regulatory requirements, which may increase in the future. Our businesses are subject to numerous statutory and regulatory requirements. Our ability to continue to hold licenses and permits required for our businesses is subject to maintaining satisfactory compliance with such requirements. We may incur significant costs to maintain compliance. Also, these requirements may increase in the future as a result of statutory and regulatory changes. Regulators, in addition to investors, customers and the public in general, have been increasingly focused on Environmental, Social and Governance (ESG) and cyber-security practices of companies. We may be subject to additional regulations and disclosure requirements in the future arising from the increased focus on ESG and cyber-security responsibility. In addition, customers may require us to implement or report on certain ESG responsible procedures or standards to continue doing business with us. The occurrence of any of the foregoing could have a material impact on our financial condition or results of operations. Further, although we are very committed to compliance and safety, we may not, either now or in the future, be in full compliance at all times with such statutory and regulatory requirements. Consequently, we may be required to pay fines/penalties for noncompliance and may incur significant costs to maintain or improve our compliance with such requirements. Our operations are increasingly dependent upon technology. Failure of these technologies, failure to upgrade or innovate these technologies or failure to identify and develop new technologies could have an adverse Impact on our results. Our information technology systems are critical to our operations, customer experience and financial reporting. Malfunctions of these technologies, including disruptions due to natural or man-made disasters (e.g. terrorism, cyber intrusion), could interrupt operations or negatively impact our service to our customers and hurt our business reputation. System failures could also impede our ability to collect and report financial results timely or comply with regulations associated with our operations. Identification of new and emerging technologies may be a risk and an opportunity to our business. Research and development of new technologies may require significant spending which may negatively impact our operating results. Failure to innovate and focus on new technologies that provide superior alternatives to traditional environmental services, waste disposal or oil collection and re -refining service offerings may negatively impact our financial results. A cyber security incident could negatively impact our business and our relationships with customers. We use computers in substantially all aspects of our business operations and also mobile devices and other online activities to connect with our employees and customers. Such uses give rise to cyber security risks, including security breach, espionage, system disruption, theft, disruption of our business operations, remediation costs for repairs of system damage and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property including, but not limited to, private information about employees and 15 financial and strategic information about our Company and our business partners. Furthermore, as we pursue our strategy to grow through acquisitions and new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to cyber security risk. If we fail to assess and identify cyber security risks associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. The theft, destruction, loss, misappropriation or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, which could have a material advers affect on our financial position or results of operations. If we become unable to obtain, at reasonable cost, the insurance, surety bonds, letters of credit and other forms of financial assurance required for our facilities and operations, our business and results of operations would be adversely affected. We are required to provide substantial amounts of financial assurance to government agencies for closure and post -closure care of our licensed hazardous waste treatment facilities and certain other permitted facilities should those facilities cease operation, and we are also occasionally required to post surety, bid and performance bonds in connection with certain customer projects. As of December 31, 2019, our total estimated closure and post -closure costs requiring financial assurance by regulators were $472.7 million for our U.S. facilities and $56.8 million for our Canadian facilities. We have obtained all of the required financial assurance for our facilities through a combination of surety bonds, letters of credit and insurance from qualified insurance companies. The financial assurance related to closure and post -closure obligations of our U.S. facilities will renew in 2020. Our Canadian facilities utilize surety bonds, which renew at various dates throughout 2020, as well as letters of credit. Our ability to continue operating our facilities and conducting our other operations would be adversely affected if we became unable to obtain sufficient insurance, surety bonds, letters of credit and other forms of financial assurance at reasonable cost to meet our regulatory and other business requirements. The availability of insurance, surety bonds, letters of credit and other forms of financial assurance is affected by our insurers', sureties' and lenders' assessment of our risk and by other factors outside of our control such as general conditions in the insurance and credit markets. Our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures, and increasing costs to maintain adequate coverage may significantly impact our financial condition and results of operations. We carry a range of insurance policies intended to protect our assets and operations, including general liability insurance, property damage, business interruption and environmental risk insurance. While we endeavor to purchase insurance coverage appropriate to our risk assessment, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages, and as a result our insurance program may not fully cover us for losses we may incur. In addition, as a result of a number of catastrophic weather and other events, insurance companies have incurred substantial losses and in many cases they have substantially reduced the nature and amount of insurance coverage available to the market, have broadened exclusions and/or have substantially increased the cost of such coverage. If this trend continues, we may not be able to maintain insurance of the types and coverage we desire at reasonable rates. A partially or completely uninsured claim against us (including liabilities associated with cleanup or remediation at our facilities), if successful and of sufficient magnitude, could have a material adverse effect on our business, financial condition and results of operations. Any future difficulty in obtaining insurance could also impair our ability to secure future contracts, which may be conditioned upon the availability of adequate insurance coverage. In addition, claims associated with risks for which we are self -insured (workers' compensation, employee medical, comprehensive general liability and vehicle liability) may exceed our recorded reserves, which could negatively impact future earnings. Tax interpretations and changes in tax regulations and legislation could adversely affect our results of operations. We are subject to income taxes in the United States, Canada and various state and local jurisdictions. Tax interpretations, regulations and legislation in the various jurisdictions in which we operate are subject to change and uncertainty and can impact net income, income tax expense and deferred income tax assets or liabilities. Our interpretation of tax rules and regulations, including those relating to foreign jurisdictions, requires judgment that may be challenged by taxation authorities upon audit. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. 16 Fluctuations in foreign currency exchange could affect our financial results. We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. Dollar. In fiscal 2019, we recorded approximately 16.1% of our direct revenues in Canada. Because our consolidated financial statements are presented in U.S. Dollars, we must translate revenues, income and expenses as well as assets and liabilities into U.S. Dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. Dollar against other currencies in countries where we operate affect our results of operations and the value of balance sheet items denominated in foreign currencies. Failure to correctly identify and manage acquisitions and divestitures could adversely impact our future results. We continuously evaluate potential acquisition candidates and from time to time acquire companies that we believe will strategically fit into our business and growth objectives. If we are unable to successfully integrate and develop acquired businesses, we could fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results, which could have a material adverse effect on our financial results. We also continually review our portfolio of assets to determine the extent to which assets or group of assets are contributing to our objectives and growth strategy. When we decide to sell a business or specific asset group, we may be unable to do so on satisfactory terms and within our anticipated time frame. We have acquired, and expect generally to acquire, all the outstanding shares of our more significant acquired companies. Due to this acquisition method our investment in those companies are or will be subject to all of their liabilities other than their respective debts which we paid or will pay at the time of the acquisitions. Unknown liabilities or other obligations may adversely affect our financial condition and results of operations. Certain adverse conditions have required, and future conditions might require, us to make substantial write -downs in our assets, which have adversely affected or would adversely affect our balance sheet and results of operations. We review our long-lived tangible and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We also test our goodwill and indefinite -lived intangible assets for impairment at least annually on December 31, or when events or changes in the business environment indicate that the carrying value of a reporting unit or indefinite lived intangible may exceed its fair value. During each of 2019, 2018 and 2017, we determined that no asset write -downs were required. However, if conditions in any of the businesses in which we operate were to deteriorate, we could determine that certain of our assets are impaired and we would then be required to write- off all or a portion of the value of such assets. Any significant write-offs would adversely affect our balance sheet and results of operations. Our growth and success are dependent upon key personnel. If we lose key personnel and are unable to hire additional qualified personnel in a timely manner, our business may be harmed. Our ability to continue to grow, operate our facilities and provide our services is dependent upon the expertise of certain key managerial and technical personnel. The market for skilled and experienced personnel is highly competitive. Our ability to retain key personnel and/or attract new qualified personnel may have an impact on our business and financial results. Natural disasters or other catastrophic events could negatively affect our business, financial condition and results of operations. Natural disasters such as hurricanes, tornados or earthquakes could negatively affect our operations and financial performance. Such events could result in physical damage to one or more of our facilities or equipment, the temporary lack of an adequate workforce in a market and the temporary disruption in rail or truck transportation services upon which we rely. These events could prevent or delay shipments and reduce both volumes and revenue. Weather conditions and other event driven special projects also cause interim variations in our results. We may be required to suspend operations in some or all of our locations, which could have a material adverse effect on our business, financial condition and results of operations. Additional Risks Affecting Our Environmental Services Business The hazardous waste management business which our Environmental Services segment operates is subject to significant environmental liabilities. We have accrued environmental liabilities valued as of December 31, 2019 at $189.8 million, substantially all of which we assumed in connection with certain acquisitions. We calculate our environmental liabilities on a present value basis in accordance with generally accepted accounting principles, which take into consideration both the amount of such liabilities and the timing when we project that we will be required to pay such liabilities. We anticipate our environmental liabilities will be payable over many years and that cash flows generated from our operations will generally be sufficient to fund the payment of 17 such liabilities when required. However, events not now anticipated (including future changes in environmental laws and regulations or their enforcement) could require that such payments be made earlier or in greater amounts than we now estimate, which could adversely affect our financial condition and results of operations. We may also assume additional environmental liabilities as part of future acquisitions. Although we will endeavor to accurately estimate and limit environmental liabilities presented by the businesses or facilities to be acquired, some liabilities, including ones that may exist only because of the past operations of an acquired business or facility, may prove to be more difficult or costly to address than we then estimate. It is also possible that government officials responsible for enforcing environmental laws may believe an environmental liability is more significant than we then estimate, or that we will fail to identify or fully appreciate an existing liability before we become legally responsible to address it. The hazardous waste management industry in which we participate is subject to significant economic and business risks. The future operating results of our Environmental Services segment may be affected by such factors as our ability to utilize our facilities and workforce profitably in the face of intense price competition, maintain or increase market share in an industry which has in the past experienced significant downsizing and consolidation, realize benefits from cost reduction programs, generate incremental volumes of waste to be handled through our facilities from existing and acquired sales offices and service centers, obtain sufficient volumes of waste at prices which produce revenue sufficient to offset the operating costs of our facilities, minimize downtime and disruptions of operations and develop our field services business. In particular, economic downturns or recessionary conditions in North America, and increased outsourcing by North American manufacturers to plants located in countries with lower wage costs and less stringent environmental regulations, have adversely affected and may in the future adversely affect the demand for our services. Our Environmental Services business is also cyclical to the extent that it is dependent upon a stream of waste from cyclical industries such as chemical and petrochemical. If those cyclical industries slow significantly, the business that we receive from them would likely decrease. The extensive environmental regulations to which we are subject may increase our costs and potential liabilities and limit our ability to expand our facilities. Our operations and those of others in the environmental services industry are subject to extensive federal, state, provincial and local CiivirUniiie(iLai IC1lUficiiiCiiLJ tfi both the United States and Cdlia a, those 'elating tU emissions to dii, discharged wastewater, storage, treatment, transport and disposal of regulated materials and cleanup of soil and groundwater contamination. In particular, if we fail to comply with government regulations governing the transport of hazardous materials, such failure could negatively impact our ability to collect, process and ultimately dispose of hazardous waste generated by our customers. Efforts to conduct our operations in compliance with all applicable laws and regulations, including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing health and safety equipment and in some cases hiring outside consultants and lawyers. Even with these programs, we and other companies in the environmental services industry are routinely faced with government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work on waste management facilities and contaminated sites. Certain of these laws impose strict and, under certain circumstances, joint and several liability on current and former owners and operators of facilities that release regulated materials or that generate those materials and arrange for their disposal or treatment at contaminated sites. Such liabilities can relate to required cleanup of releases of regulated materials and related natural resource damages. The landscape of environmental regulation to which we are subject can change. Changes to environmental regulation often present new business opportunities for us; however, such changes may also result in increased operating and compliance costs or, in more significant cases, changes to how our facilities are able to operate. We constantly monitor the landscape of environmental regulation; however, our ability to navigate through any changes to such regulations may result in a material effect on our operations, cash flows or financial condition. From time to time, we have paid fines or penalties in government environmental enforcement proceedings, usually involving our waste treatment, storage and disposal facilities. Although none of these fines or penalties that we have paid in the past has had a material adverse effect upon us, we might in the future be required to make substantial expenditures as a result of government proceedings which would have a negative impact on our financial condition and results of operations. Furthermore, regulators have the power to suspend or revoke permits or licenses needed for operation of our plants, equipment, and vehicles based on, among other factors, our compliance record, and customers may decide not to use a particular disposal facility or do business with us because of concerns about our compliance record. Suspension or revocation of permits or licenses would impact our operations and could have a material impact on our financial results. Although we have never had any of our facilities' operating permits revoked, suspended or non -renewed involuntarily, it is possible that such an event could occur in the future. Some environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of 18 contamination. Past practices have resulted in releases of regulated materials at and from certain of our facilities, or the disposal of regulated materials at third -party sites, which may require investigation and remediation, and potentially result in claims of personal injury, property damage and damages to natural resources. In addition, we occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities might trigger compliance requirements that are not applicable to operating facilities. We are currently conducting remedial activities at certain of our facilities and paying a portion of the remediation costs at certain sites owned by third parties. While, based on available information, we believe these remedial activities will not result in a material effect upon our operations or financial condition, these activities or the discovery of previously unknown conditions could result in material costs. In addition to the costs of complying with environmental laws and regulations, we incur costs defending against environmental litigation brought by government agencies and private parties. We are now, and may in the future be, a defendant in lawsuits brought by parties alleging environmental damage, personal injury and/or property damage, which may result in our payment of significant amounts. Environmental and land use laws also impact our ability to expand our facilities. In addition, we are required to obtain government permits to operate our facilities, including all of our landfills. Even if we comply with all applicable environmental laws, we might not be able to obtain requisite permits from applicable government authorities to extend or modify such permits to fit our business needs. If our assumptions relating to expansion of our landfills should prove inaccurate, our results of operations and cash flow could be adversely affected. When we include permitted or probable expansion airspace in our calculation of available airspace, we adjust our landfill liabilities to the present value of projected costs for cell closure and landfill closure and post -closure. It is possible that our estimates or assumptions could ultimately turn out to be significantly different from actual results. In some cases we may be unsuccessful in obtaining an expansion permit or we may determine that an expansion permit is no longer probable. To the extent that such estimates, or the assumptions used to make those estimates, prove to be significantly different than actual results, or our beliefs that we will receive expansion permits change adversely in a significant manner, our landfill assets, including the assets incurred in the pursuit of the expansion, may be subject to impairment. Furthermore, lower prospective profitability may result due to increased interest accretion and depreciation or asset impairment charges related to the removal of previously included expansion airspace. In addition, if our assumptions concerning expansion airspace should prove inaccurate, certain of our cash expenditures for closure of landfills could be accelerated and adversely affect our results of operations and cash flow. A significant portion of our Environmental Services business depends upon the demand for cleanup of major spills and other remedial projects and regulatory developments over which we have no control. Our operations can be affected by the commencement and completion of cleanup of major spills and other events, customers' decisions to undertake remedial projects, seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers' spending for remedial activities, the timing of regulatory decisions relating to hazardous waste management projects, changes in regulations governing the management of hazardous waste, secular changes in the waste processing industry towards waste minimization and the propensity for delays in the demand for remedial services and changes in the myriad of government regulations governing our diverse operations. We do not control such factors and, as a result, our revenue and income can vary from quarter to quarter, and past financial results for certain quarters may not be a reliable indicator of future results for comparable quarters in subsequent years. Additional Risks Affecting Our Safety-Kleen Business Fluctuations in oil prices may negatively affect our Safety-Kleen business. A significant portion of our Safety-Kleen business involves collecting used oil from certain of our customers, re -refining a portion of such used oil into base and blended lubricating oils and then selling both such re -refined oil and the recycled oil ("RFO"), to other customers. Changes in the reported spot market prices of oil affect the prices at which we can sell our re - refined oil and RFO. If applicable rates increase or decrease, we typically will charge a higher or lower corresponding price for these oil products. The prices at which we sell these oil products can also be affected by changes in certain indices measuring changes in the price of heavy fuel oil, with increases and decreases in the indices typically translating into a higher or lower price for these oil products. The cost to collect used oil, including the amounts we pay to obtain a portion of our used oil and therefore ability to collect necessary volumes and the fuel costs of our oil collection fleet, typically also increases or decreases when the relevant indices increase or decrease. However, even though the prices we can charge for these oil products and the costs to collect and re -refine used oil and process RFO typically increase and decrease together, there is no assurance that when our costs to collect and re -refine used oil and process RFO increase we will be able to increase the prices we charge for these 19 oil products to cover such increased costs, or that our costs to collect and re -refine used oil and process RFO will decline when the prices we can charge for such oil products decline. These risks are exacerbated when there are rapid fluctuations in these oil indices. Environmental laws and regulations have adversely affected and may adversely affect Safety-Kleen's parts cleaning and other solvent related services. In connection with its parts cleaning and other solvent related services, Safety-Kleen has been subject to fines and certain orders requiring it to take environmental remedial action. Safety-Kieen may also be subject to monetary fines, civil or criminal penalties, remediation, cleanup or stop orders, injunctions, orders to cease or suspend certain practices or denial of permits required for the operation of its facilities. The outcome of any proceeding and associated costs and expenses could have a material adverse impact on Safety-Kleen's financial condition and results of operations. Recent and potential changes in environmental laws and regulations may also adversely affect future Safety-Kleen parts cleaning and other solvent related services. Interpretation or enforcement of existing laws and regulations, or the adoption of new laws and regulations, may require Safety-Kleen to modify or curtail its parts cleaning operations or replace or upgrade its facilities or equipment at substantial cost, which we may not be able to pass on to our customers, and we may choose to indemnify our customers from any fines or penalties they may incur as a result of these new laws and regulations. On the other hand, in some cases if new laws and regulations are less stringent, Safety-Kleen's customers or competitors may be able to manage waste more effectively themselves, which could decrease the need for Safety-Kleen's parts cleaning and other solvent related services or increase competition, which could adversely affect Safety-Kleen's results of operations. Safety-Kleen is subject to existing and potential product liability lawsuits. Safety-Kleen has been named from time to time as a defendant in product liability lawsuits in various courts and jurisdictions throughout the United States. As of December 31, 2019, Safety-Kleen was involved in approximately 55 such proceedings (including cases which have been settled but not formally dismissed) wherein persons claim personal injury resulting from the use of its parts cleaning equipment or cleaning products. These proceedings typically involve allegations that the solvents used in Safety-Kleen's parts cleaning equipment contain contaminants or that Safety-Kleen's recycling process does not effectively remove the contaminants that become entrained in the solvents during their use. In addition, certain claimants assert that Safety-Kieen railed to adequately warn the product user of potential risks, including a historic failure lu warn that such solvents contain trace amounts of toxic or hazardous substances such as benzene. Safety-Kleen maintains insurance that we believe will provide coverage for these claims (over amounts accrued for self - insured retentions and deductibles in certain limited cases). This insurance may not provide coverage for potential awards of punitive damages against Safety-Kleen. Although Safety-Kleen has vigorously defended and will continue to vigorously defend itself and the safety of its products against all of these claims, these lawsuits are subject to many uncertainties and outcomes cannot be predicted with assurance. Safety-Kleen may also be named in additional product liability lawsuits in the future, including claims for which insurance coverage may not be available. If any one or more of these lawsuits were decided unfavorably against Safety-Kleen and the plaintiffs were awarded punitive damages, or if insurance coverage were not available for any such claim, our financial condition and results of operations could be materially and adversely affected. Additionally, if any one or more of these lawsuits were decided unfavorably against Safety-Kleen, such outcome may encourage more lawsuits against us. Risks Relating to Our Levels of Debt and Letters of Credit Our substantial levels of outstanding debt and letters of credit could adversely affect our financial condition and ability to fulfill our obligations. As of December 31, 2019, we had outstanding $845.0 million of senior unsecured notes, $734.7 million of senior secured term loans, and $146.9 million of letters of credit. Our substantial levels of outstanding debt and letters of credit may: adversely impact our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes or to repurchase our senior unsecured notes from holders upon any change of control; require us to dedicate a substantial portion of our cash flow to payment of interest on our debt and fees on our letters of credit, which reduces the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; • subject us to the risk of increased sensitivity to interest rate increases based upon variable interest rates, including interest on $384.7 million of our $734.7 million senior secured term loans for which we do not currently have interest rate hedges and borrowings (if any) under our revolving credit facility; 20 increase the possibility of an event of default under the financial and operating covenants contained in our debt instruments; and limit our ability to adjust to rapidly changing market conditions, reduce our ability to withstand competitive pressures and make us more vulnerable to a downturn in general economic conditions of our business than our competitors with less debt. Our ability to make scheduled payments of principal or interest with respect to our debt, including our outstanding senior unsecured notes, our secured term loans, any revolving loans and our finance leases, and to pay fee obligations with respect to our letters of credit, will depend on our ability to generate cash and our future financial results. If we are unable to generate sufficient cash flow from operations in the future to service our debt and letter of credit fee obligations, we might be required to refinance all or a portion of our existing debt and letter of credit facilities or to obtain new or additional such facilities. However, we might not be able to obtain any such new or additional facilities on favorable terms or at all. Despite our substantial levels of outstanding debt and letters of credit, we could incur substantially more debt and letter of credit obligations in the future. Although our revolving credit agreement and the indentures and loan agreements governing our other outstanding debt contain restrictions on the incurrence of additional debt (including, for this purpose, reimbursement obligations under outstanding letters of credit), these restrictions are subject to a number of qualifications and exceptions and the additional debt which we might incur in the future in compliance with these restrictions could be substantial. In particular, as of December 31, 2019, we had up to approximately $229.2 million available for additional borrowings and letters of credit under our revolving credit facility. Our revolving credit agreement and the indentures and loan agreement governing our other outstanding debt also allow us to borrow significant amounts of money from other sources. These restrictions also do not prevent us from incurring obligations (such as operating leases) that do not constitute "debt" or "indebtedness" as defined in the relevant agreements. To the extent we incur in the future additional debt and letter of credit or other obligations, the related risks would increase. The covenants in our debt agreements restrict our ability to operate our business and might lead to a default under our debt agreements. Our revolving credit agreement and the indentures and loan agreement governing our other outstanding debt limit, among other things, the extent to which the Company or our restricted subsidiaries can: incur or guarantee additional indebtedness (including, for this purpose, reimbursement obligations under letters of credit) or issue preferred stock; pay dividends or make other distributions to our stockholders; purchase or redeem capital stock or subordinated indebtedness; make investments; create liens; • incur restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; sell assets, including capital stock of our subsidiaries; consolidate or merge with or into other companies or transfer all or substantially all of our assets; and engage in transactions with affiliates. As a result of these covenants, we may not be able to respond to changes in business and economic conditions and to obtain additional financing, if needed, and we may be prevented from engaging in transactions that might otherwise be beneficial to us. Our revolving credit facility requires, and our future credit facilities may require, us to maintain under certain circumstances certain financial ratios and satisfy certain other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we may not be able to meet those tests. The breach of any of these covenants could result in a default under our outstanding or future debt. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding under such debts, including accrued interest or other obligations, to be immediately due and payable. If amounts outstanding under such debt were accelerated, our assets might not be sufficient to repay in full that debt and our other debt. Our revolving credit agreement and the indenture and loan agreement governing our other outstanding debt also contain cross -default and cross -acceleration provisions. Under these provisions, a default or acceleration under one instrument 21 governing our debt may constitute a default under our other debt instruments that contain cross -default and cross -acceleration provisions, which could result in the related debt and the debt under such other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds might not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell assets and otherwise curtail operations to pay our creditors. The proceeds of such a sale of assets or curtailment of operations might not enable us to pay all of our liabilities. Other Risks Relating to Our Common Stock The Massachusetts Business Corporation Act and our By -Laws contain certain anti-takeover provisions. Sections 8.06 and 7.02 of the Massachusetts Business Corporation Act provide that Massachusetts corporations which are publicly -held must have a staggered board of directors and that written demand by holders of at least 40% of the outstanding shares of each relevant voting group of stockholders is required for stockholders to call a special meeting unless such corporations take certain actions to affirmatively "opt -out" of such requirements. In accordance with these provisions, our By - Laws provide for a staggered board of directors which consists of three classes of directors of which one class is elected each year for a three-year term, and require that written application by holders of at least 25% (which is less than the 40% which would otherwise be applicable without such a specific provision in our By -Laws) of our outstanding shares of common stock is required for stockholders to call a special meeting. In addition, our By -Laws prohibit the removal by the stockholders of a director except for cause. These provisions could inhibit a takeover of our Company by restricting stockholders' action to replace the existing directors or approve other actions which a party seeking to acquire us might propose. A takeover transaction would frequently afford stockholders an opportunity to sell their shares at a premium over then market prices. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2. PROPERTIES Our principal executive offices are in Norwell, Massachusetts. In the first quarter of 2020, we purchased our primary executive office building in Norwell which occupies 104,008 square feet. We also currently lease 52,418 square feet of additional office space in Norwell under arrangements which may not expire until 2042. We also have regional administrative offices in Texas and South Carolina, as well as Alberta, Canada and Hyderabad, India. Our properties are sufficient and suitable for our current needs. We have a network of more than 480 service locations across 49 states, eight Canadian provinces, Puerto Rico and Mexico. Those service locations include service centers, satellite locations, branches, active hazardous waste management properties, lodging facilities and oil processing facilities. The service centers and branches are the principal sales and service centers from which we provide our environmental, energy and industrial services. The active hazardous waste management properties include incinerator facilities, commercial and non-commercial landfills, wastewater treatment facilities, TSDFs, solvent recovery management and recycling facilities, oil accumulation centers, oil terminals and oil re -refineries. Some of our properties offer multiple capabilities. The following sets forth certain information as of December 31, 2019 regarding our properties. Service Centers, Satellite Locations and Brunches We have approximately 360 service centers, satellite locations and branches throughout the United States and Canada which serve as principal sales and service centers from which we provide parts cleaning services, containerized waste services, oil collection services and other environmental services. Active Hazardous Waste Management Properties Incinerator Facilities. We own five operating incinerator facilities that have a total of nine incinerators with 561,721 tons of total practical capacity and an overall average utilization rate for 2019 of 84.6%. Our practical capacity is not based on a theoretical 24 -hour, seven-day operation, but rather is determined as the production level at which our incinerators can operate with an acceptable degree of efficiency, taking into consideration factors such as longer term customer demand, permanent staffing levels, operating shifts, holidays, scheduled maintenance and mix of product. Capacity utilization is calculated by dividing actual production tons by practical capacity at each incinerator. 22 Utilization Rate Practical Capacity Year Ended # of Incinerators (Tons) December 31, 2019 Arkansas Nebraska Utah Texas Ontario, Canada 3 145,072 88.8% 1 58,808 87.9% 1 66,815 88.4% 3 165,500 78.9% 1 125,526 83.5% 9 561,721 84.6% Our incinerators offer a wide range of technological capabilities to customers through this network. We provide incineration in the United States through one fluidized bed thermal oxidation unit and three solids and liquids -capable incinerator facilities and we operate in Canada one active hazardous waste liquid injection incinerator. Commercial and Non -Commercial Landfills. In the United States and Canada, we operate nine commercial landfills with approximately 28.2 million cubic yards of remaining highly probable airspace. Seven of our commercial landfills are designed and permitted for the disposal of hazardous waste and two landfills are operated for nonhazardous industrial waste disposal and, to a lesser extent, municipal solid waste. In addition to our commercial landfills, we also own and operate two non-commercial landfills that only accept waste from our on -site incinerators. See "Landfill Accounting" within Note 2, "Significant Accounting Policies," to our consolidated financial statements included in Item 8 of this report for additional information on our commercial and non-commercial landfills. Wastewater Treatment Facilities. We operate a total of nine facilities, of which eight are owned and one is leased, that offer a range of wastewater treatment technologies and services. Wastewater treatment consists primarily of three types of services: hazardous wastewater treatment, sludge de -watering or drying and non -hazardous wastewater treatment. Treatment, Storage and Disposal Facilities. We operate 18 TSDFs, of which 16 are owned and two are leased, in the United States and Canada. Our TSDFs facilitate the movement of materials among our network of service centers and treatment and disposal facilities. Transportation may be accomplished by truck, rail, barge or a combination of modes, with our own assets or in conjunction with third -party transporters. Specially designed containment systems, vehicles and other equipment permitted for hazardous and industrial waste transport, together with drivers trained in transportation and waste handling procedures, provide for the movement of customer waste streams. Solvent Recovery Management and Recycling Operations. We own two facilities specializing in solvent recovery management. Oil Processing, Blending and Packaging Facilities Oil Accumulation Centers. We operate a total of nine accumulation centers, of which eight are owned and one is leased, used for accumulating waste oil from our branches. Oil Terminals. We operate a total of 53 oil terminals, of which 33 are owned and 20 are leased, which collect or process used oil prior to delivery to re -refineries or distribution as RFO. Oil Recycling and Re -refining Facilities. We own six oil re -refineries, five in the United States and one in Canada. With more than 200 million gallons of used oil processed annually, we were able to return 191 million gallons of new re -refined oil, lubricants and byproducts back into the marketplace in 2019. Oil Packaging and Blending Facilities. We operate a total of five oil packaging and blending facilities, of which three are owned and two are leased, which are used for blending and packaging oil from our branches. Lodging Facilities Lodge Operations. We own and operate six fixed lodges, five of which are in Western Canada and a single lodge in Texas. These lodges are all located on sites which are leased by the Company under long-term land lease agreements. Camps. We operate various camp facilities that can grow and shrink in size and location. Generally, we have ongoing operations at one to two larger facilities that we expect to operate on a multi -year basis. Additionally, we have five office complexes, two mini -camps and approximately 20 single and double occupancy drill camps in our fleet that can operate at any time. All of our camp facilities are owned and located on various sites throughout Western Canada. Sites for the larger facilities are generally leased, whereas sites for our smaller facilities are generally provided by our customers. 23 ITEM 3. LEGAL PROCEEDINGS See Note l8, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report for a description of legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 24 PART H ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our common stock trades on the New York Stock Exchange ("NYSE") under the symbol CLH. On February 19, 2020, there were 261 stockholders of record of our common stock, excluding stockholders whose shares were held in nominee, or "street name" accounts through brokers or banks. On our last record date, 21,644 additional stockholders beneficially held shares in street name accounts. We have never declared nor paid any cash dividends on our common stock, and we do not intend to pay any dividends on our common stock in the foreseeable future. We intend to retain our future earnings, if any, for use in the operation and expansion of our business, payment of our outstanding debt and for our stock repurchase program. In addition, our current credit agreement and indentures limit the amount we could pay as cash dividends on or for repurchase of our common stock. For additional information surrounding our stock repurchase program, see Note 15, "Stockholders' Equity," to our consolidated financial statements included in Item 8 of this report. Securities Authorized For Issuance Under Equity Compensation Plans See Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," for a description of the securities which are authorized for issuance under our equity compensation plans. Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in thousands) _ $ 19,000 40,329 October 1, 2019 through October 31, 2019 617 $ November 1, 2019 through November 30, 2019 21,966 December 1, 2019 through December 31, 2019 59,899 Total 82,482 $ (1) (2) (3) 74.78 83.36 84.27 83.95 59,329 289,684 288,095 284,684 Includes 23,153 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted shares granted under our long-term equity incentive programs. The average price paid per share of common stock repurchased under our stock repurchase program includes commissions paid to the brokers. Our board of directors has authorized the repurchase of up to $600.0 million of our common stock. We have funded and intend to fund the repurchases through available cash resources. The stock repurchase program authorizes us to purchase our common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases has depended and will depend on a number of factors, including share price, cash required for business plans, trading volume and other conditions. During April 2018, we implemented a repurchase plan in accordance with Rule 10b5 -I promulgated under the Securities Exchange Act of 1934, as amended. Future repurchases will be made under the Rule 10b5-1 plan as well as open market or privately negotiated transactions as described above. We have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time. 25 COMPARISON OF 5 -YEAR CUMULATIVE TOTAL RETURN AMONG CLEAN HARBORS, INC., NYSE COMPOSITE INDEX, S&P MIDCAP 400 INDEX, REFUSE SYSTEMS AND CUSTOM PEER GROUP Performance Graph The following graph compares the five-year return from investing $100 in each of our common stock, the NYSE Composite Index, the S&P Midcap 400 Index, and a custom peer group. In 2018, we selected a custom peer group that more closely aligns with the breadth and size of our business. This peer group is comprised of American Water Works Company, Inc., Casella Waste Systems, Inc., Civeo Corporation, Covanta Holding Corporation, Heritage -Crystal Clean, Inc., Iron Mountain In^ Oil States International, Inc., Republic Services, Inc., Stericycle, Inc., Energy Incorporated, Newpark Resources, Inc., pu,,,,., �' Superior 6� Services, Inc., US Ecology, Inc., and Waste Management, Inc. In 2019, we removed the Refuse Systems comparative, which had previously been included in the Comparison of 5 -Year Cumulative Total Return chart below, because we believe our custom peer group is more relevant. The values illustrated assume reinvestment of dividends on the ex -dividend date and compares relative performance since a particular starting date. In this instance, the starting date was December 31, 2014, when our common stock closed at $48.05 per share. The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance. Coripari5Gr ot 5 Year Cumulative Total 'return ASSurte,s Inllial Ilivrs1TIolrt of$100 ponnmr^,<:r '013 200 00 '0060 160 0('t 120 00 8000 60.00 40 00 20 00 0 00 2014 2015 2016 2017 2618 2010 —+--i;eai Harbors Inc NYSE Composite Index -+—a& .ii0Cap 403 index Pier G aip 1 26 ITEM 6. SELECTED FINANCIAL DATA The following summary of consolidated financial information has been derived from the audited consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," of this report and in the Form 10 -Ks we previously filed with the SEC. This information should be reviewed in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the financial statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data," of this report. For the years ended December 31, (in thousands, except per share amounts) 2019 2018 2017 2016 2015 Statement of Operations Data: Total revenues Net income (loss) tt) Earnings (loss) per share: (t) Basic Diluted Other Financial Data: Adjusted EBITDA (2) $3,412,190 $3,300,303 $2,944,978 $2,755,226 $3,275,137 97,740 65,636 100,739 (39,873) 44,102 1.75 1.17 1.77 (0.69) 0.76 1.74 1.16 1.76 (0.69) 0.76 540,317 491,005 425,657 400,354 504,167 As of December 31, (in thousands) 2019 2018 2017 2016 2015 Balance Sheet Data: Total assets $ 4,108,904 $ 3,738,321 $ 3,706,570 $ 3,681,920 $ 3,431,428 Long-term obligations (including current portion) 1,561,651 1,572,556 1,629,537 1,633,272 1,382,543 Stockholders' equity 1,269,813 1,169,756 1,188,202 1,084,241 1,096,282 (I) The 2019 results include a $6.1 million pre-tax loss on early extinguishment of debt and a $0.7 million gain on the sale of a non -core line of business within our Environmental Services segment. The 2018 results include a $2.5 million pre-tax loss on early extinguishment of debt. The 2017 results include a net benefit of $93.0 million resulting from impacts of the tax law changes enacted in December of 2017, a $7.9 million pre-tax loss on early extinguishment of debt and a $30.7 million pre-tax gain on the sale of a non -core line of business within our Environmental Services segment. The 2016 results include a $34.0 million goodwill impairment charge and a $16.9 million pre-tax gain on the sale of a non -core line of business within our Environmental Services segment. The 2015 results include a $32.0 million goodwill impairment charge in our Environmental Services segment. In 2016, we did not record any income tax benefit as a result of the goodwill impairment charge. In 2015, we recorded an income tax benefit of $2.0 million as a result of the goodwill impairment charge. (2) The following is a reconciliation of net income (loss) to Adjusted EBITDA for the following periods (in thousands). See additional information regarding this non-GAAP measure under the heading "Adjusted EBITDA" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this report. For the years ended December 31, (in thousands, except for percentages) 2019 2018 2017 2016 2015 Net income (loss) Accretion of environmental liabilities Depreciation and amortization Goodwill impairment charges Other (income) expense, net Loss on early extinguishment of debt Gain on sale of businesses Interest expense, net Provision (benefit) for income taxes Adjusted EBITDA As a percentage of total revenues $ 97,740 $ 65,636 $ 100,739 $ (39,873) $ 44,102 10,136 9,806 9,460 10,177 10,402 300,725 298,625 288,422 287,002 274,194 - - - 34,013 31,992 (2,897) 4,510 6,119 (6,195) 1,380 6,131 2,488 7,891 - - (687) - (30,732) (16,884) - 78,670 81,094 85,808 83,525 76,553 50,499 28,846 (42,050) 48,589 65,544 $ 540 317 $ 491,005 $ 425,657 $ 400,354 $ 504 167 15.8% 14.9% 14.5% 14.5% 15.4% 27 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview We are North America's leading provider of environmental, energy and industrial services supporting our customers in finding environmentally responsible solutions to further their sustainability goals in today's world. We believe we operate, in the aggregate, the largest number of hazardous waste incinerators, landfills and treatment, storage and disposal facilities ("TSDFs") in North America. We serve a diverse customer base, including Fortune 500 companies, across the chemical, energy, manufacturing and additional markets, as well as numerous government agencies. These customers rely on us to deliver a broad range of services including but not limited to end -to -end hazardous waste management, emergency response, industrial cleaning and maintenance and recycling services. We are also the largest re -refiner and recycler of used oil in North America and the largest provider of parts cleaning and related environmental services to commercial, industrial and automotive customers in North America. We have two operating segments; (1) the Environmental Services segment and (ii) the Safety-Kleen segment. Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA as described more fully below. The following is a discussion of how management evaluates its segments including key performance indicators that management uses to assess the segments' results, as well as certain macroeconomic trends and influences that impact each reportable segment: • Environmental Services - Environmental Services segment results are predicated upon the demand by our customers for waste services directly attributable to waste volumes generated by them and project work for which waste handling and/or disposal is required. In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of through our owned incinerators and landfills, as well as utilization of such incinerators, labor and billable hours and equipment among other key metrics. Levels of activity and ultimate performance associated with this segment can be impacted by several factors including overall U.S. GDP and U.S. industrial production, weather conditions, efficiency of our operations, technology, changing regulations, competition, market pricing of our services and the management of our related operating costs. Environmental Services results are also impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites and for environmental cleanup services on a scheduled or emergency basis, including response to national events such as major chemical spills, natural disasters or other events where immediate and specialized services are required. Safety-Kleen - Safety-Kleen segment results are impacted by an array of core service and product offerings that serve to attract small quantity waste producers as customers and integrate them into the Clean Harbors waste network. Core service offerings include parts washer services, containerized waste services, vac services, used motor oil collection and contract blending and packaging services. Key performance indicators tracked by the Company relative to these services include the number of parts washer services performed and pricing and volume of used motor oil and waste collected. Results from these services are primarily driven by the overall number of parts washers placed at customer sites and volumes of waste collected, as well as the demand for and frequency of other offered services. These factors can be impacted by overall economic conditions in the marketplace, especially in the automotive related area. In addition to its core service offerings, Safety-Kleen offers high quality recycled base and blended oil products to end users including fleet customers, distributors and manufacturers of oil products. Other product offerings include automotive related fluids and shop supplies. Relative to its oil related products, management tracks the Company's volumes and relative percentages of base and blended oil sales along with various pricing metrics associated with the commodity driven marketplace. The segment's results are significantly impacted by overall market pricing and product mix associated with base and blended oil products and, more specifically, the market prices of Group II base oils. Costs incurred in connection with the collection of used oil and other raw materials associated with the segment's oil related products can also be volatile. Our OilPlue closed loop initiative, which results in the sale of our renewable oil products directly to our end customers, may also be impacted by changes in customer demand for high -quality, environmentally responsible recycled oil. Highlights Total revenues for 2019 increased 3.4% to $3.4 billion, compared with $3.3 billion in 2018. Our Environmental Services segment increased direct revenues $95.9 million in 2019 compared with 2018 due to greater activity at our sales and service branches and improvements in average pricing which was driven by a more profitable mix of waste streams across our incinerator network. Direct revenues recorded by Safety-Kleen increased $16.8 million in 2019 compared to 2018 as a result of continued growth across Safety-Kleen's core service offerings and higher volumes of blended oil sales. Foreign currency 28 translation of our Canadian operations negatively impacted our consolidated direct revenues by $12.9 million in 2019 as compared to 2018. Income from operations in 2019 was $229.5 million, compared with $182.6 million in 2018. We reported net income in 2019 and 2018 of $97.7 million and $65.6 million, respectively. Adjusted EBITDA, which is the primary financial measure by which our segments are evaluated, increased 10.0% to $540.3 million in 2019 from $491.0 million in 2018. The increased level of Adjusted EBITDA in 2019 was primarily attributable to higher revenue amounts as described above and improved operating margins. Additional information regarding Adjusted EBITDA, which is a non-GAAP measure, including a reconciliation of Adjusted EBITDA to net income, appears below under "Adjusted EBITDA." Net cash from operating activities for 2019 was $413.2 million, an increase of $40.0 million from 2018. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $208.5 million in 2019, which represented a $13.2 million increase over 2018 primarily due to greater levels of operating income and lower levels of working capital, which was due in part to a change in timing of interest payments associated with the debt refinancing completed in the third quarter of 2019. These increases were partially offset by increased capital and environmental spending. Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of adjusted free cash flow to net cash from operating activities, appears below under "Adjusted Free Cash Flow." 29 Segment Performance The primary financial measure by which we evaluate the performance of our segments is Adjusted EBITDA. The following table sets forth certain financial information associated with our results of operations for the years ended December 31, 2019, 2018 and 2017 (in thousands, except percentages). Summary of Operations For the years ended December 31. 2019 over 2018 2018 over 2017 2019 2018 2017 $ Change Change $ Change Change Direct Revenues°: Environmental Services Safety -K lcen Corporate Items Total Cost of Revenuesr2t: Environmental Services Safety-Kleen Corporate Items Total $2.237,068 $ 2.141,194 $ 1,857,474 $ 95,874 4.5% $ 283,720 15.3% 1.178.129 1.161.282 1,087,886 16,847 1.5 73,396 6.7 (3,007) (2,173) (382) (834) N/M (1,791) N/M 3,412,190 3,300,303 2,944,978 111,887 3.4 355,325 12.1 1,620,038 1,576,705 1,373,789 43,333 2.7 202,916 14.8 749,407 725,734 690,344 23,673 3.3 35,390 5.1 18,374 3,112 (1,460) 15,262 N/M 4,572 N/M 2,387,819 2,305,551 2,062,673 82,268 3.6 242,878 11.8 Selling, General and Administrative Expenses: Environmental Services 170,746 183,633 162,375 (12,887) (7.0) 21,258 13.1 Safety-Kleen 146.344 153,519 147,731 (7,175) (4.7) 5,788 3.9 Corporate Items 166,964 166,595 146,542 369 0.2 20,053 13.7 Total 484,054 503,747 456.648 (19,693) (3.9) 47,099 10.3 Adjusted EBITDA Environmental Services Safety-Kleen Corporate Items Total 446,284 380.856 321,310 65,428 17.2 59,546 18.5 282,378 282,029 249,811 349 0.1 32,218 12.9 (188,345) (171,880) (145,464) (16,465) (9.6) (26,416) (18.2) $ 540,317 $ 491,005 $ 425,657 $ 49,312 10.0% $ 65,348 15.4% N/M = not meaningful (1) Direct revenue is revenue allocated to the segment performing the provided service. (2) Cost of revenue is shown exclusive of items presented separately on the consolidated statements of operations, which consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization. Direct Revenues There are many factors which have impacted and continue to impact our revenues. These factors include, but are not limited to: overall industrial activity and growth in North America, existence or non-existence of large scale environmental waste and remediation projects, competitive industry pricing, impacts of acquisitions and divestitures, the level of emergency response projects, base and blended oil pricing, market changes relative to the collection of used oil, the number of parts washers placed at customer sites and foreign currency translation. In addition, customer efforts to minimalize hazardous waste and changes in regulation can also impact our revenues. Environmental Services (in thousands, except percentages) Direct revenues For the years ended December 31, 2019 over 2018 2018 over 2017 2019 2018 2017 Change Change Change Change $ 2,237,068 $ 2,141,194 $ 1,857,474 $ 95,874 4.5% $ 283,720 15.3% Environmental Services direct revenues for the year ended December 31, 2019 increased $95.9 million from the comparable period in 2018. Greater levels of activity at our sales and service branches and improved average pricing for 30 disposal of waste streams at our incinerators drove this increase in 2019. Service related revenues increased, in part, due to $15.1 million of emergency response work associated with Field and Emergency Response revenue streams during 2019, compared to $9.8 million during 2018. Despite a higher number of down days at our Deer Park facility in Q 1 2019 as a result of a fire at a neighboring facility, utilization at our incinerator facilities in 2019 remained relatively consistent with the prior year at approximately 85%. A mix of higher priced waste streams resulted in an increase in direct revenues from our incinerator facilities year over year. Average price per ton increased approximately 11% from the prior year for a $35.1 million increase in direct revenues in 2019. These increases were partially offset by a decrease in Industrial Services revenue as we continue to focus on selecting higher margin turnaround projects. Also impacting the year over year change in direct revenues within this segment was the negative impact of foreign currency translation on our Canadian operations of $9.3 million. Environmental Services direct revenues for the year ended December 31, 2018 increased $283.7 million from the comparable period in 2017. Included in the current year revenues was $154.0 million of direct revenues from the Veolia Business, which we acquired on February 23, 2018. Excluding the impacts from the Veolia Business, Environmental Services direct revenues increased $129.5 million primarily due to greater levels of activity at our sales and service branches and increased levels of disposal related revenues from improved pricing conditions and mix associated with waste streams at our incinerators in 2018. For the year ended December 31, 2018, landfill volumes increased slightly as compared to 2017. The utilization rate at our incinerators was 86.7% on a practical capacity of 561,721 tons for the year ended December 31, 2018, compared with 87.6% on a practical capacity of 561,721 tons in 2017. The decrease in utilization rates in 2018 was impacted by a slightly higher number of down days at our facilities during 2018; however, impacts on the profitability of the business from an increase in down days was more than offset by improved pricing conditions and an increase in volumes of higher margin waste streams received in 2018. The impact of foreign currency translation on our Canadian operations within the Environmental Services segment was minimal in the year ended December 31, 2018 as compared to 2017. Safety-Kleen For the years ended December 31, 2019 over 2018 2018 over 2017 $ % $ v. (in thousands; except percentages) 2019 2018 2017 Change Change Change Change Direct revenues $1,178,129 $1,161,282 $1,087,886 $ 16,847 1.5% $ 73,396 6.7% Safety-Kleen direct revenues for the year ended December 31, 2019 increased $16.8 million from the comparable period in 2018 primarily due to growth in the business' core service offerings and increased blended oil volumes. Revenues generated through our core service offerings, such as handling of containerized waste and vacuum services, accounted for $22.3 million of incremental revenues driven both by volume and pricing increases. Higher volumes of blended oil sales and increased pricing of our used motor oil collections contributed $15.6 million and $5.2 million, respectively, to the growth in direct revenues from the comparable period in 2018. Revenue from contract blending and packaging also increased $9.3 million due to increased volume. These increases were partially offset by a $17.5 million decrease in base oil sales due to reductions in pricing experienced in 2019 in response to lower demand across the base oil market and lower base oil volumes, most significantly seen in the first quarter of 2019. Sales of recycled fuel oil and refinery bi-products decreased by $12.3 million from prior year due to a reduction in volume. In 2019, parts washer services were relatively consistent with the prior year. Also included in the change within this segment was the negative impact of foreign currency translation on our Canadian operations of $3.4 million. Safety-Kleen direct revenues for the year ended December 31, 2018 increased $73.4 million from the comparable period in 2017 primarily due to more favorable pricing on oil products and growth in the business' core service offerings. Revenues generated through our core service offerings such as handling of containerized waste and vac services, parts washer services as well as sales of automotive and industrial cleaning products accounted for $21.3 million of incremental revenues. Increased base and blended volumes and oil pricing accounted for $34.7 million of incremental direct revenues from the comparable period in 2017. Sales of contract packaging and blending services, refinery bi-products and recycled fuel oil also increased by $38.9 million from the comparable period in 2017. These increases were partially offset by a decrease in used motor oil collection revenues of $19.5 million as market pricing for these services was negatively impacted as crude oil prices generally rose throughout the earlier parts of 2018. The impact of foreign currency translation on our Canadian operations within the Safety-Kleen segment was minimal in the year ended December 31, 2018 as compared to 2017. Cost of Revenues We believe that our ability to manage operating costs is important to our ability to remain price competitive. We continue to upgrade the quality and efficiency of our services through the development of new technology and continued modifications at our facilities, invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions as well as other cost reduction initiatives while also continuing to optimize our management and operating structure in an effort to 31 maintain and increase operating margins. These strategic cost saving actions help to reduce the impacts of naturally rising costs such as labor and other core operating costs across our businesses. Environmental Services For the years ended December 31, 2019 over 2018 2018 over 2017 $ % $ (in thousands_ except percentages) 2019 2018 2017 Change Change Change Change Cost of revenues $1,620,038 $ 1,576,705 $1,373,789 $ 43,333 2.7 % $ 202,916 14.8 % As a % of Direct revenues 72.4% 73.6% 74.0% (1.2)% (0.4)% Environmental Services cost of revenues increased $43.3 million for the year ended December 31, 2019, however these costs decreased as a percentage of direct revenue due to a mix of higher priced waste streams in our incineration network, which increased profitability, and the results of ongoing cost reduction projects, including site consolidations. The overall cost increase was due to compensation and benefits related costs, equipment and supply costs and transportation, outside disposal and fuel costs which increased $20.4 million, $11.4 million and $3.9 million, respectively. The incremental operating costs were commensurate with greater activity levels in 2019. Environmental Services cost of revenues for the year ended December 31, 2018 increased $202.9 million from the comparable period in 2017. The acquired Vcolia Business had cost of revenues of $131.2 million in the year ended December 31, 2018. Excluding these costs, Environmental Services cost of revenues for the year ended December 31, 2018 increased $71.7 million, however these costs as a percentage of direct revenues decreased slightly over the comparable period of 2017, due to a more favorable mix of waste streams in our incineration network which increased profitability. The overall cost increase was due to labor and benefit related costs, transportation, disposal and fuel costs, and equipment, supply and various other expenses of $45.4 million, $16.2 million and $10.0 million, respectively. The incremental operating costs were commensurate with greater activity levels in 2018 and overall inflationary pressure across several cost categories including certain commodity supplies such as fuel and other supplies. Safety-Kleen For the years ended December 31, 2019 over 2018 2018 over 2017 $ % $ % (in thousands, except percentages) 2019 2018 2017 Change Change Change Change Cost of revenues $ 749,407 $ 725,734 $ 690,344 $ 23,673 3.3% $ 35,390 5.1 % As a % of Direct revenues 63.6% 62.5% 63.5% 1.1% (1.0)% Safety-Kleen cost of revenues for the year ended December 31, 2019 increased $23.7 million from the comparable period in 2018. As a percentage of direct revenues, these costs increased as well mainly due to lower average pricing on the oil products sold leading to reduced leverage of our fixed cost base. Increased logistics costs, largely due to weather at the beginning of the year, also negatively impacted costs as a percentage of direct revenues. The overall cost increase was due to higher compensation and benefits related costs of $8.5 million, raw material costs associated with blended oil products of $5.5 million and transportation, disposal and fuel costs of $2.7 million. These increases were in line with the overall growth of our core service offerings and blended oil sales. Safety-Kleen cost of revenues for the year ended December 31, 2018 increased $35.4 million from the comparable period in 2017, however these costs decreased as a percentage of revenue due to our effective management of the spread between used oil input costs and base oil pricing, as well as the implementation of new pricing strategies, which generated greater levels of direct revenue. The overall cost increase was primarily due to increased costs of raw materials associated with oil products of $15.8 million, increased transportation, disposal and fuel costs of $12.3 million and labor related costs of $6.3 million. These increases were in line with the overall growth of the business and increased costs of commodities. Selling, General and Administrative Expenses We strive to manage our selling, general and administrative ("SG&A") expenses commensurate with the overall performance of our segments and corresponding revenue levels. We believe that our ability to properly align these costs with business performance is reflective of our strong management of the businesses and further promotes our ability to remain competitive in the marketplace. 32 Environmental Services For the years ended December 31, 2019 over 2018 2018 over 2017 $ % $ (in thousands, except percentages) 2019 2018 2017 Change Change Change Change SG&A expenses $ 170,746 $ 183,633 $ 162,375 $ (12,887) (7.0)% $ 21,258 13.1 % Asa % of Direct revenues 7.6% 8.6% 8.7% (1.0)% (0.1)% Environmental Services SG&A expenses for the year ended December 31, 2019 decreased $12.9 million from the comparable period in 2018 and SG&A as a percentage of direct revenue decreased as well. The primary driver of these decreases relates to certain trade receivables which were reserved for in 2018 and subsequently recovered in 2019, generating a favorable difference of nearly $13.0 million. The favorable resolution of a litigation matter further reduced SG&A expenses by $5.5 million in 2019. These decreases were partially offset by a $5.2 million increase in compensation and benefits related costs which was consistent with the growth of the business in 2019. Excluding the recovery of trade receivables and litigation impacts, 2019 SG&A expenses as a percentage of direct revenues still improved over the prior year. Environmental Services SG&A expenses for the year ended December 3 I, 2018 increased $21.3 million from the comparable period in 2017, however as a percentage of direct revenues, these costs remained consistent between the two periods. The increase in SG&A expenses was primarily due to increases in salary, benefits and variable compensation related costs of $14.7 million and bad debt expense of $7.0 million, partially offset by cost reductions across various expense categories. The increases in salary, benefits and variable compensation are in line with the growth of the business in 2018 as compared to 2017. Safety-Kleen For the years ended December 31, 2019 over 2018 2018 over 2017 $ % $ (in thousands, except percentages) 2019 2018 2017 Change Change Change Change SG&A expenses $ 146,344 $ 153,519 $ 147,731 $ (7,175) (4.7)% $ 5,788 3.9 % Asa % of Direct revenues 12.4% 13.2% 13.6% (0.8)% (0.4)% Safety-Kleen SG&A expenses for the year ended December 31, 2019 decreased $7.2 million from the comparable period in 2018 and SG&A as a percentage of direct revenues decreased as well. The primary driver of these decreases is a $4.4 million decrease in compensation and benefits related costs resulting from lower headcount and cost saving initiatives implemented by the business throughout 2019. A reduction in legal related costs of $1.6 million also contributed to the overall decrease in SG&A expenses. Safety-Kleen SG&A expenses for the year ended December 31, 2018 increased $5.8 million from the comparable period in 2017, however these costs decreased as a percentage of direct revenues, as the additional direct revenues outpaced incremental SG&A expenses. The overall increase in SG&A expenses was primarily due to increased salaries, benefits and variable compensation of $5.7 million as we continue to grow the business. Corporate Items (in thousands, except percentages) SG&A expenses For the years ended December 31, 2019 over 2018 2018 over 2017 $ % $ % 2019 2018 2017 Change Change Change Change $ 166,964 $ 166,595 $ 146,542 $ 369 0.2% $ 20,053 13.7% Corporate Items SG&A expenses for the year ended December 31, 2019 were consistent with the comparable period in 2018. Continued investment in our employees increased our compensation and benefits related costs by $6.6 million and stock - based compensation increased by $1.0 million due to the achievement of certain performance metrics associated with performance based awards. These costs were offset by a $6.9 million reduction in legal and consulting fees due to cost saving initiatives. Corporate Items SG&A expenses for the year ended December 31, 2018 increased $20.1 million from the comparable period in 2017 primarily due to increased salaries and benefits resulting from continued commitments to investing in our employees and variable compensation totaling $14.8 million, as well as increased stock -based compensation of $4.3 million primarily attributable to the achievement of performance metrics associated with performance based awards in 2018. Incremental costs associated with the acquired Veolia Business also contributed to the increased costs. 33 Adjusted EBITDA Management considers Adjusted EBITDA to be a measurement of performance which provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or other measurements under generally accepted accounting principles ("GAAP"). Adjusted EBITDA is not calculated identically by all companies and, therefore our measurements of Adjusted EBITDA, while defined consistently and in accordance with our existing credit agreement, may not be comparable to similarly titled measures reported by other companies. We use Adjusted EBITDA to enhance our understanding of our operating performance, which represents our views concerning our performance in the ordinary, ongoing and customary course of our operations. We historically have found it helpful, and believe that investors have found it helpful, to consider an operating measure that excludes certain expenses relating to transactions not reflective of our core operations. The information about our operating performance provided by this financial measure is used by our management for a variety of purposes. We regularly communicate Adjusted EBITDA results to our lenders since our loan covenants are based upon levels of Adjusted EBITDA achieved and to our board of directors and we discuss with the board our interpretation of such results. We also compare our Adjusted EBITDA performance against internal targets as a key factor in determining cash and equity bonus compensation for executives and other employees, largely because we believe that this measure is indicative of how the fundamental business is performing and is being managed. We also provide information relating to our Adjusted EBITDA so that analysts, investors and other interested persons have the same data that we use to assess our core operating performance. We believe that Adjusted EBITDA should be viewed only as a supplement to the GAAP financial information. We also believe, however, that providing this information in addition to, and together with, GAAP financial information provides a better understanding of our core operating performance and how management evaluates and measures our performance. The following is a reconciliation of net income to Adjusted EBITDA for the following periods (in thousands, except percentages): For the years ended December 31, 2019 2018 2017 Net income Accretion of environmental liabilities Depreciation and amortization Other (income) expense, net Loss on early extinguishment of debt Gain on sale of businesses Interest expense, net Provision (benefit) for income taxes Adjusted EBITDA As a % of Direct revenues Depreciation and Amortization (in thousands, except percentages) Depreciation of fixed assets and amortization of landfills and finance leases Permits and other intangibles amortization $ 97,740 10,136 300,725 (2,897) 6,131 (687) 78,670 50,499 S 540,317 $ 491,005 $ 425,657 $ 65,636 9,806 298,625 4,510 2,488 81,094 28,846 $ 100,739 9,460 288,422 6,119 7,891 (30,732) 85,808 (42,050) For the years ended December 31, 15.8% 14.9% 14.5% 2019 over 20t8 2018 over 2017 2019 2018 2017 $ % Change Change Change $ 265,531 $ 264,254 $ 251,403 $ 1,277 Change 0.5% $ 12,851 5.1 % 35,194 34,371 37,019 823 2.4% (2,648) (7.2)% Total depreciation and amortization $ 300,725 $ 298,625 $ 288,422 $ 2,100 0.7% $ 10 203 3.5 % Depreciation and amortization for the year ended December 31, 2019 remained relatively consistent with the same period in the prior year. Depreciation and amortization for the year ended December 31.2018 increased $10.2 million from the comparable period in 2017, primarily due to incremental depreciation from acquisitions and a slight increase in volumes at our landfills that drove higher landfill amortization. 34 Other Income (Expense), net (in thousands, except percentages) For the years ended December 31, 2019 over 2018 2018 over 2017 2019 2018 2017 $ Change % Change $ Change % Change Other income (expense), net $ 2,897 $ (4,510) $ (6,119) $ 7,407 (164.2)% $ 1,609 (26.3)% For the year ended December 31, 2019, other income (expense), net increased $7.4 million from the comparable period in 2018 primarily due to insurance proceeds received in 2019 and smaller comparative losses recognized on sales or disposals of fixed assets. Other income (expense), net increased $1.6 million from 2017 to 2018 primarily due to smaller losses recognized on sales or disposals of fixed assets in 2018. Loss on Early Extinguishment of Debt For the years ended December 31, 2019 over 2018 2018 over 2017 (in thousands, except percentages) 2019 2018 2017 $ Change % Change $ Change % Change Loss on early extinguishment of debt $ (6,131) $ (2,488) $ (7,891) $ (3,643) 146% $ 5,403 (68.5)% During the year ended December 31, 2019, we recorded a $6.1 million loss on early extinguishment of debt in connection with the extinguishment of $845.0 million of unsecured senior notes due 2021 which were repaid during the current year. During the year ended December 31, 2018, we recorded a $2.5 million loss on early extinguishment of debt in connection with the extinguishment of the remaining $400.0 million previously outstanding senior unsecured notes. During the year ended December 31, 2017, we recorded a $7.9 million loss on early extinguishment of debt in connection with the extinguishment of $400.0 million of the previously outstanding senior unsecured notes. The losses recognized in each of these years consisted of amounts paid in excess of par in order to extinguish the debt prior to maturity and non -cash expenses related to the write-off of unamortized financing costs. For additional information regarding our financing arrangements, see Note 12, "Financing Arrangements," under Item 8, "Financial Statements and Supplementary Data," of this report. Gain on Sale of Businesses (in thousands, except percentages) For the years ended December 31, 2019 over 2018 2018 over 2017 2019 2018 2017 $ Change % Change $ Change % Change Gain on sale of businesses $ 687 $ — $ 30,732 $ 687 N/M $ (30,732) N/M During the year ended December 31, 2019, we recorded a $0.7 million gain on the sale of a non -core business within our Environmental Services segment. During the year ended December 31, 2017, we recorded a $30.7 million gain on the sale of our Transformer Services business which had been part of our Environmental Services segment. For additional information regarding these gains on sale of businesses, see Note 5, "Disposition of Businesses," under Item 8, "Financial Statements and Supplementary Data," of this report. Provision (Benefit) for Income Taxes For the years ended December 31, 2019 over 2018 2018 over 2017 (in thousands, except percentages) 2019 2018 2017 $ Change % Change $ Change % Change Provision (benefit) for income taxes $ 50,499 $ 28,846 $ (42,050) $ 21,653 75.1% $ 70,896 (168.6)% For the year ended December 31, 2019, provision for income taxes increased $21.7 million from the comparable period in 2018 due to higher earnings in the United States and the impact from a nonrecurring $9.8 million benefit recognized in 2018 related to the filing of then current and amended prior year tax returns in that year. The effective tax rate for 2019 was 34.1% as compared to 30.5% in the prior year. The income tax benefit in 2017 was primarily driven by impacts from the enactment of the Tax Cuts and Jobs Act (the "Tax Act") signed into law in December 2017. Impacts of the Tax Act resulted in a net benefit of $93.0 million being recorded in 2017. Excluding the impacts of the Tax Act, a provision of $51.0 million would have been recognized. 35 Liquidity and Capital Resources For the years ended December 31, (In thousands) Net cash from operating activities Net cash used in investing activities Net cash used in financing activities 2019 2018 2017 $ 413,192 $ 373,210 $ (217,856) (349,659) (53,425) (110,997) 285,698 (203,267) (72,760) Net cash from operating activities Net cash from operating activities for the year ended December 31, 2019 was $413.2 million, an increase of $40.0 million compared to the year ended December 31, 2018. The increase was most directly attributable to greater levels of operating income and lower working capital, partially offset by an increase in environmental spending. The reduction in working capital was primarily attributable to the timing of interest payments associated with the debt refinancing completed in the third quarter of 2019. Refinancing this debt changed the timing of our related interest payments from June and December to January and July. Net cash from operating activities for the year ended December 31, 2018 was $373.2 million, an increase of $87.5 million compared to the year ended December 31, 2017. The increase was most directly attributable to greater levels of operating income, lower interest payments and a reduction in environmental expenditures, which was offset by higher working capital levels due to overall growth in our business. Net cash used in investing activities Net cash used in investing activities for the year ended December 31, 2019 was $217.9 million, a decrease of $131.8 million compared to the year ended December 31, 2018. This decrease was due to less cash used to fund acquisitions in 2019 and an increase in net proceeds from sales of marketable securities, partially offset by $26.8 million of increased capital expenditure levels, net of proceeds, primarily due to 2019 investments in facility upgrades and landfill spending. Net cash used in investing activities for the year ended December 31, 2018 was $349.7 million, an increase of $146.4 million compared to the year ended December 31, 2017. The change was primarily driven by the 2018 use of cash to fund acquisitions, increased capital expenditure levels net of proceeds primarily related to sales of manufacturing assets in Western Canada, a reduction in net purchases of marketable securities and the lack in 2018 of proceeds from sale of a business, which occurred in 2017 with the Transformer Services divestiture. Net cash used in financing activities Net cash used in financing activities for the year ended December 31, 2019 was $53.4 million, a decrease of $57.6 million compared to the year ended December 31, 2018. The decrease was primarily driven by a $50.0 million reduction in net principal payments on debt obligations in 2019 and a $23.7 million decrease in repurchases of common stock, partially offset by increased outflows for deferred financing costs associated with debt refinancing activities in 2019 of $6.1 million, tax payments related to withholdings on vested restricted stock of $4.2 million and changes in uncashed checks of $3.8 million. Net cash used in financing activities for the year ended December 31, 2018 was $111.0 million, an increase of $38.2 million compared to the year ended December 31, 2017. The primary reason for the increase in 2018 was the increase in funds used for the net pay down of debt obligations totaling $55.8 million which occurred during the year. Offsetting this increase was decreased outflows related to stock repurchases of $3.9 million, premiums paid on the extinguishment of debt of $4.8 million, and changes in uncashed checks of $5.8 million. Adjusted Free Cash Flow Management considers adjusted free cash flow to be a measure of liquidity which provides useful information to both management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. We define adjusted free cash flow as net cash from operating activities excluding cash impacts of items derived from non -operating activities, such as taxes paid in connection with divestitures, less additions to property, plant and equipment plus proceeds from sales or disposals of fixed assets. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore our measurements of adjusted free cash flow may not he comparable to similarly titled measures reported by other companies. 36 The following is a reconciliation from net cash from operating activities to adjusted free cash flow for the following periods (in thousands): For the years ended December 31,, Net cash from operating activities Additions to property, plant and equipment Proceeds from sale and disposal of fixed assets Tax liability on sale of business Adjusted free cash flow 2019 2018 2017 $ 413,192 $ (216,324) 11,655 373,210 $ (193,344) 15,445 285,698 (167,007) 7,124 14,423 $ 208,523 $ 195,311 $ 140,238 Summary of Capital Resources At December 31, 2019, cash and cash equivalents and marketable securities totaled $414.4 million, compared to $279.4 million at December 31, 2018. At December 31, 2019, cash and cash equivalents held by foreign subsidiaries totaled $74.5 million and were readily convertible into other currencies including U.S. Dollars. At December 31, 2019, the cash and cash equivalents and marketable securities balance for our U.S. operations was $339.9 million, and our U.S. operations had net operating cash flows of $392.7 million for the year ended December 31, 2019. Additionally, we have a $400.0 million revolving credit facility, of which approximately $229.2 million was available to borrow at December 31, 2019. Based on the above and our current plans, we believe that our operations have adequate financial resources to satisfy their current liquidity needs. We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements will be to fund operations, capital expenditures, interest payments and investments in line with our business strategy. We believe our future operating cash flows will be sufficient to meet our future operating and internal investing cash needs as well as any cash needs relating to our stock repurchase program. Furthermore, our existing cash balance and the availability of additional borrowings under our revolving credit facility provide additional potential sources of liquidity should they be required. Financing Arrangements The financing arrangements and principal terms of our $545.0 million principal amount of 4.875% senior unsecured notes due 2027 and $300.0 million principal amount of 5.125% senior unsecured notes due 2029, and $734.7 million senior secured notes due 2024 which were outstanding at December 31, 2019, and our $400.0 million revolving credit facility, are discussed further in Note 12, "Financing Arrangements," to our consolidated financial statements included in Item 8 of this report. As of December 31, 2019, we were in compliance with the covenants of all of our debt agreements, and we believe we will continue to meet such covenants. Environmental Liabilities (in thousands) Closure and post -closure liabilities Remedial liabilities Total environmental liabilities As of December 31, 2019 over 2018 2019 2018 $ Change % Change $ 75,651 $ 69,931 114,173 121,017 $ 189,824 $ 190,948 $ (1,124) (0.6)% $ 5,720 8.2 % (6,844) (5.7)% Total environmental liabilities as of December 31, 2019 were $189.8 million, a decrease of $1.1 million compared to December 31, 2018. This decrease was primarily due to expenditures of $18.7 million, partially offset by accretion of $10.1 million, changes in environmental liability estimates recorded to the consolidated balance sheet of $3.9 million and new asset retirement obligations and liabilities assumed in acquisitions of $2.9 million. We anticipate our environmental liabilities, substantially all of which we assumed in connection with our acquisitions, will be payable over many years and that cash flow from operations will generally be sufficient to fund the payment of such liabilities when required. However, events not anticipated (such as future changes in environmental laws and regulations) could require that such payments be made earlier or in greater amounts than currently anticipated, which could adversely affect our results of operations, cash flow and financial condition. Conversely, the development of new treatment technologies or other circumstances may arise in the future which may reduce amounts ultimately paid. 37 During 2019, 2018 and 2017, we recognized a net benefit of $0.3 million, net charge of $2.1 million and net benefit of $0.2 million, respectively, for changes in estimates of recorded environmental liabilities. Generally, we recognize benefits primarily due to the successful introduction of new technology for remedial activities, favorable results from environmental studies of the on -going remediation, including favorable regulatory approvals and lower project costs realized by utilizing internal labor and equipment. In 2018, the net increase in our environmental liabilities from changes in estimates recorded to the consolidated statement of operations was $2.1 million and primarily related to an increase in projected cleanup costs at third party Superfund sites where we are a potentially responsible party. Contractual Obligations The following table has been included to assist in understanding our debt and similar obligations as of December 31, 2019 and our ability to meet such contractual obligations (in thousands): Payments due in Less than After Total 1 year 1-3 years 4-5 years 5 years Closure, post -closure and remedial liabilities(I) $ 458,409 $ 24,300 $ 51,804 $ 28,304 $ 354,001 Current and long-term obligations, at par 1,579,697 7,535 15,071 712,091 845,000 Interest on current and long-term obligations (2) 477,233 71,769 142,615 127,127 135,722 Finance leases 65,222 2,733 5,6l8 5,720 51,151 Operating leases 187,525 50,814 69,757 38,510 28,444 Total contractual obligations $ 2,768,086 $ 157,151 $ 284,865 $ 911,752 $ 1,414,318 (1) The undiscounted value of closure, post -closure and remedial liabilities of $458.4 million is equivalent to the present value of $189.8 million based on discounting of $178.5 million and the undiscounted remainder of $90.1 million to be accrued for closure and post -closure liabilities over the remaining site lives. (2) Interest on our variable -rate $734.7 million senior secured term loans was calculated based on the effective interest rate of that debt as of December 3 I , 7019 Our interest rare swap agreements effectively fix the interest rate on $350.0 million of that variable rate debt at an annual rate of approximately 4.67%, while the remaining balance pays interest based upon LIBOR and an applicable margin. The assumed rate reflected in the table above for this variable rate debt after considering the swap agreements is 4.06%. Off -Balance Sheet Arrangements We obtain standby letters of credit as security for financial assurances we have been required to provide to regulatory bodies for our hazardous waste facilities and which would be called only in the event that we fail to satisfy closure, post - closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. As of December 31, 2019, there were $146.9 million outstanding letters of credit. See Note 12, "Financing Arrangements," to our consolidated financial statements included in Item 8 of this report for further discussion of our standby letters of credit and other financing arrangements. Except for our obligations under letters of credit described above and performance obligations incurred in the ordinary course of business, we are not party to any off -balance sheet arrangements involving guarantee, contingency or similar obligations to entities whose financial statements are not consolidated with our results, and that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to investors in our securities. Capital Expenditures In 2019, our capital expenditures, net of disposals, were $204.7 million. We anticipate that 2020 capital spending, net of disposals, will be in the range of $215.0 million to $240.0 million, inclusive of $20.0 million to $25.0 million for the purchase of our corporate headquarters in January 2020 and some expected capital improvements to that facility during 2020. However, unanticipated changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow. 38 Critical Accounting Policies and Estimates The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses and related disclosures of contingent liabilities. Our significant accounting policies are discussed in Note 2, "Significant Accounting Policies," to our consolidated financial statements included in Item 8 of this report. We believe that, of our significant accounting policies, the following contain estimates that involve a higher degree of complexity in their application: accounting for landfills, non -landfill closure and post -closure liabilities, remedial liabilities, goodwill, permits and other intangible assets and legal matters. Our management reviews critical accounting estimates with the Audit Committee of our Board of Directors on an ongoing basis and as needed prior to the release of our annual financial statements. Landfill Accounting We amortize landfill improvements and certain landfill -related permits over their estimated useful lives. The units -of -consumption method is used to amortize land, landfill cell construction, asset retirement costs and remaining landfill cells and sites. We also utilize the units -of -consumption method to record closure and post -closure obligations for landfill cells and sites. Under the units -of -consumption method, we include future estimated construction and asset retirement costs, as well as costs incurred to date, in the amortization base of the landfill assets. Additionally, where appropriate, as discussed below, we include probable expansion airspace yet to be permitted in the calculation of the total remaining useful life of the landfill. If we determine that expansion capacity should no longer be considered in calculating the recoverability of a landfill asset, we may be required to recognize an asset impairment or incur significantly higher amortization expense. If at any time we decide to abandon the expansion effort, the capitalized costs related to the expansion effort are expensed immediately. Landfill Assets. Landfill assets include the costs of landfill site acquisition, permits and cell construction incurred to date. These amounts are amortized under the units -of -consumption method such that the asset is completely amortized when the landfill ceases accepting waste. Landfill Capacity. Landfill capacity, which is the basis for the amortization of landfill assets and for the accrual of final closure and post -closure obligations, represents total permitted airspace plus unpermitted airspace that management believes is probable of ultimately being permitted based on established criteria. Our management applies the following criteria for evaluating the probability of obtaining a permit for future expansion airspace at existing sites, which provides management a basis to evaluate the likelihood of success of unpermitted expansions: Personnel are actively working to obtain the permit or permit modifications (land use, state and federal) necessary for expansion of an existing landfill, and progress is being made on the project. Management expects to submit the application within the next year and to receive all necessary approvals to accept waste within the next five years. At the time the expansion is included in managements estimate of the landfill's useful economic life, it is probable that the required approvals will be received within the normal application and processing time periods for approvals in the jurisdiction in which the landfill is located. We have a legal right to use or obtain the right to use the land associated with the expansion plan through title or lease. There are no significant known political, technical, legal or business restrictions or other issues that could impair the success of such expansion. Management is committed to pursuing the expansion which is supported by a complete financial feasibility analysis which demonstrates that the expansion will have a positive financial and operational impact. Additional airspace and related additional costs, including permitting, final closure and post -closure costs have been estimated based on the conceptual design of the proposed expansion. As of December 31, 2019, there were no unpermitted expansions included in management's landfill calculation. If actual expansion airspace is significantly different from managements estimate of expansion airspace, the amortization rates used for the units -of -consumption method would change, therefore impacting our profitability. If we determine that there is less actual expansion airspace at a landfill, this would increase amortization expense recorded and decrease profitability, while if we determine a landfill has more actual expansion airspace, amortization expense would decrease and profitability would increase. Landfill Final Closure and Post -Closure Liabilities. The balance of landfill final closure and post -closure liabilities at December 31, 2019 and 2018 was $39.4 million and $37.8 million, respectively. We have material financial commitments for the costs associated with requirements of the EPA and the comparable regulatory agency in Canada for landfill final closure and post -closure activities. In the United States, the landfill final closure and post -closure requirements are established under the standards of the EPA, and are implemented and applied on a state -by -state basis. We develop estimates for the cost of these 39 activities based on our evaluation of site -specific facts and circumstances, such as the existence of structures and other landfill improvements that would need to be dismantled, the amount of groundwater monitoring and leachate management expected to be performed and the length of the post -closure period as determined by the applicable regulatory agency. Included in our cost estimates are our interpretation of current regulatory requirements and proposed regulatory changes. Such estimates may change in the future due to various circumstances including, but not limited to, permit modifications, changes in legislation or regulations, technological changes and results of environmental studies. We perform zero -based reviews of these estimated liabilities based upon a planned schedule, typically every five years or sooner if the occurrence of a significant event is likely to change the timing or amount of the currently estimated expenditures. ` 'significant s Jae consider a event to be a new regulation or an amendment to an existing regulation, a new permit or modification to an existing permit or a change in the market price of a significant cost item. Our cost estimates are calculated using internal sources as well as input from third -party experts. These costs are measured at estimated fair value using present value techniques, and therefore changes in the estimated timing of closure and post -closure activities would affect the liability, the value of the related asset and our results of operations. Final closure costs are the costs incurred after the site ceases to accept waste, but before the landfill is certified as closed by the applicable state or provincial regulatory agency. These costs generally include the costs required to cap the final cell of the landfill (if not included in cell closure), dismantle certain structures for landfills and other landfill improvements and regulation -mandated groundwater monitoring and leachate management. Post -closure costs involve the maintenance and monitoring of a landfill site that has been certified closed by the applicable regulatory agency. These costs generally include groundwater monitoring and leachate management. Regulatory post -closure periods are generally 30 years after landfill closure. Final closure and post -closure obligations are accrued on a units -of -consumption basis, such that the present value of the final closure and post -closure obligations are fully accrued at the date the landfill discontinues accepting waste. Non -Landfill Closure and Post -Closure Liabilities. The balance of our non -landfill closure and post -closure liabilities at December 31, 2019 and 2018 was $36.3 million and $32.1 million, respectively. We base estimates for non -landfill closure and post -closure liabilities on our interpretations of existing permit and regulatory requirements for closure and post -closure maintenance and monitoring. Our cost estimates are calculated using internal sources as well as input from third -party experts. We estimate when future operations will cease and inflate the current cost of closing the non -landfill facility using the appropriate inflation rate and then discounting the future value to arrive at an estimated present value of closure and post - closure costs. The estimates for non -landfill closure and post -closure liabilities are inherently uncertain due to the possibility that permit and regulatory requirements will change in the tuture, impacting the estimation of total costs and the timing of the expenditures. We review non -landfill closure and post -closure liabilities for changes to key assumptions that would impact the amount of the recorded liabilities. Changes that would prompt us to revise a liability estimate include changes in legal requirements that impact our expected closure plan or scope of work, in the market price of a significant cost item, in estimates as to when future operations may cease or in the expected timing of the cost expenditures. Changes in estimates for non -landfill closure and post -closure events immediately impact the required liability and the value of the corresponding asset. If a change is made to a fully -amortized asset, the adjustment is charged immediately to expense. When a change in estimate relates to an asset that has not been fully amortized, the adjustment to the asset is recognized in income prospectively as a component of amortization. Historically, material changes to non -landfill closure and post -closure estimates have been infrequent. See Note 10, "Closure and Post -Closure Liabilities," to our consolidated financial statements included in Item 8 of this report for the changes to these Landfill and Non -Landfill Closure and Post -Closure liabilities during the years ended December 31, 2018 and 2017. Remedial Liabilities. The balance of our remedial liabilities at December 31, 2019 and 2018 was $114.2 million and $121.0 million, respectively. See Note 11, "Remedial Liabilities," to our consolidated financial statements included in Item 8 of this report for the changes to the remedial liabilities during the years ended December 31, 2019 and 2018. Remedial liabilities are obligations to investigate, alleviate and/or eliminate the effects of a release (or threat of a release) of hazardous substances into the environment and may also include corrective action under RCRA. Our remediation obligations can be further characterized as legal, superfund, long-term maintenance and one-time projects. Legal liabilities are typically comprised of litigation matters that involve potential liability for certain aspects of environmental cleanup and can include third -party claims for property damage or bodily injury allegedly arising from or caused by exposure to hazardous substances originating from our activities or operations or, in certain cases, from the actions or inactions of other persons or companies. Superfund liabilities are typically claims alleging that we are a potentially responsible party ("PRP") and/or are potentially liable for environmental response, removal, remediation and cleanup costs at/or from either a facility we own or a site owned by a third - party. As described in Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report, Superfund liabilities also include certain liabilities payable to government entities for which we are potentially liable to reimburse the sellers in connection with our 2002 acquisition of substantially all of the assets of the Chemical Services Division (the "CSD assets") of Safety-Kleen Corp. Long-term maintenance liabilities include the costs of groundwater monitoring, treatment system operations, permit fees and facility maintenance for inactive operations. One-time projects liabilities include the costs necessary to comply with regulatory requirements for the removal or treatment of contaminated materials. 40 Amounts recorded related to the costs required to remediate a location are determined by internal engineers and operational personnel and incorporate input from external third parties. The estimates consider such factors as the nature and extent of environmental contamination (if any); the terms of applicable permits and agreements with regulatory authorities as to cleanup procedures and whether modifications to such permits and agreements will likely need to be negotiated; the cost of performing anticipated cleanup activities based upon current technology; and in the case of Superfund and other sites where other parties will also be responsible for a portion of the cleanup costs, the likely allocation of such costs and the ability of such other parties to pay their share. Each quarter, our management discusses if any events have occurred or milestones have been met that would warrant the creation of a new remedial liability or the revision of an existing remedial liability. Such events or milestones include identification and verification as a PRP, receipt of a unilateral administrative order under Superfund or requirement for RCRA interim corrective measures, completion of the feasibility study under Superfund or the corrective measures study under RCRA, new or modifications to existing permits, changes in property use or a change in the market price of a significant cost item. Remedial liabilities are inherently difficult to estimate and there is a risk that the actual quantities of contaminants could differ from the results of the site investigation, which could materially impact the amount of our liability. It is also possible that chosen methods of remedial solutions will not be successful and funds will be required for alternative solutions. Remedial liabilities are discounted when the timing of the payments is estimable and the amounts are determinable, with the exception of remedial liabilities assumed as part of an acquisition that are measured at fair value at the acquisition date. We establish reserves for estimated environmental liabilities based on acceptable technologies when we determine the liability is appropriate. Introductions of new technologies are subject to successful demonstration of the effectiveness of the alternative technology and regulatory approval. We routinely review and evaluate the sites for which we have established estimated environmental liabilities reserves to determine if there should be changes in the established reserves. The changes in estimates are reflected as adjustments in the ordinary course of business in the period when we determine that an adjustment is appropriate as new information becomes available. Upon demonstration of the effectiveness of the alternative technology and applicable regulatory approval, we update our estimated cost of remediating the affected sites. Goodwill and Other Long -Lived Assets. Goodwill is reviewed for impairment annually as of December 31 or when events or changes in the business environment indicate the carrying value of a reporting unit may exceed its fair value. This review is performed by comparing the fair value of each reporting unit to its carrying value, including goodwill. If the fair value is less than the carrying amount, a loss is recorded for the excess of the carrying value over the fair value up to the carrying amount of goodwill. We determine our reporting units by identifying the components of each operating segment, and then in some circumstances aggregate components having similar economic characteristics based on quantitative and/or qualitative factors. As of December 31, 2019, we have four reporting units, consisting of Environmental Sales and Service, Environmental Facilities, Safety-Kleen Oil and Safety-Kleen Environmental Services. We conducted our annual impairment test of goodwill for all of our reporting units to which goodwill was allocated as of December 31, 2019 and determined that no adjustment to the carrying value of goodwill for any reporting unit was then necessary. In all cases the estimated fair value of each reporting unit significantly exceeded its carrying value. We measure fair value for all of our reporting units using an income approach (a discounted cash flow analysis) which incorporates several estimates and assumptions with varying degrees of uncertainty. The discounted cash flow analyses include estimated cash flows for a discrete period and for a terminal period thereafter. We corroborate our estimates of fair values by also considering other factors such as the fair value of comparable companies to businesses contained in our reporting units, as well as performing a reconciliation of the total estimated fair value of all reporting units to our market capitalization. Indefinite -lived intangible assets are not amortized but are reviewed for impairment annually as of December 31, or when events or changes in the business environment indicate that the carrying value may be impaired. If the fair value of the asset is less than the carrying amount, we perform a quantitative test to determine the fair value. The impairment loss, if any, is measured as the excess of the carrying value of the asset over its fair value. The estimated fair values of the indefinite -lived intangibles exceeded their carrying values at December 31, 2019. However, we will continue to monitor the performance of our indefinite -lived intangible assets, and future events might result in an impairment of indefinite -lived intangible assets. Our long-lived assets are carried on our financial statements based on their cost less accumulated depreciation or amortization. Long-lived assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be entirely recoverable. When such factors and circumstances exist, our management compares the projected undiscounted future cash flows associated with the related asset or group of assets to the respective carrying amounts. The impairment loss, if any, would be measured as the excess of the carrying amount over the fair value of the asset and is recorded in the period in which the determination is made. Any resulting impairment losses recorded by us would have an adverse impact on our results of operations. 41 In consideration of historical goodwill impairments for our Oil and Gas Field Services and Lodging Services operations and continued lower than historical results in the oil and gas related industries, specifically in Western Canada, we continue to monitor the carrying value of those businesses' long-lived assets and assess the risk of asset impairment. We concluded that no events or circumstances have arisen during 2019 which would indicate that the carrying values of those asset groups are not recoverable. We will continue to evaluate all of our goodwill and other long-lived assets impacted by economic downturns most predominantly in the oil and gas related markets in which we operate. If further economic difficulties resulting from depressed oil and gas related pricing and lower overall activity levels, particularly in our Canadian operations, continue for a significant foreseeable period of time and thus future operating results are significantly less than current expectations, additional impairment charges may be recognized. The market conditions which could lead to such future impairments are currently most prevalent in our Oil and Gas Field Services and Lodging Services operations within the Environmental Sales & Services reporting unit. Legal Matters. As described in Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report, we are subject to legal proceedings which relate to our past acquisitions or which have arisen in the ordinary course of business. Accruals are established for legal matters when, in our opinion, it is probable that a liability exists and the liability can be reasonably estimated. As of December 31, 2019, we had reserves of $26.0 million consisting of (i) $18.4 million related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets and (ii) $7.6 million primarily related to legal claims as well as federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets. In management's opinion, it is not reasonably possible that the potential liability in excess of what is recorded, if any, that may result from these actions, either individually or collectively, will have a material effect on our financial position, results of operations or cash flows. 42 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the normal course of business, we are exposed to market risks, including changes in interest rates and certain foreign currency rates, primarily relating to the Canadian dollar. Our philosophy in managing interest rate risk is to maintain a debt portfolio inclusive of both variable and fixed-rate debt so as to limit our interest expense and exposure to interest rate volatility. In 2018, we entered into interest rate swap agreements with the intention of hedging interest rate exposure on a portion of our outstanding LIBOR -based variable rate senior secured term loans. Under the terms of the swaps, we receive interest based on the 1 -month LIBOR index and pay interest at a weighted average rate of approximately 2.92% on an initial notional amount of $350.0 million. When combined with the 1.75% interest rate margin for Eurocurrency borrowings, the effective annual interest rate on such $350.0 million aggregate principal amount of term loans is therefore approximately 4.67%. We designated our interest rate swap agreements as effective cash flow hedges at inception, and therefore the change in fair value is recorded in stockholders' equity as a component of accumulated other comprehensive loss and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt. The following table provides information regarding our fixed and variable rate borrowings at December 31, 2019 (in thousands): Scheduled Maturity Dates Senior secured term loans due 2024 Unsecured senior notes due 2027 Unsecured senior notes due 2029 Long term obligations, at par 2020 2021 2022 2023 2024 Thereafter Total $ 7,535 $ 7,535 $ 7,535 $ 7,535 $ 704,557 $ — $ 734,697 — — — — 545,000 545,000 — — 300,000 300,000 $ 7,535 $ 7,535 $ 7,535 $ 7,535 $ 704,557 $ 845,000 $ 1,579,697 The interest rate on the $545.0 million senior unsecured notes due July 15, 2027 is fixed at 4.875%. Interest payments on this debt are due semiannually on January 15 and July 15 in the amount of$13.2 million upon each date commencing January 15, 2020. The interest rate on the $300.0 million senior unsecured notes due July 15, 2029 is fixed at 5.125%. Interest payments on these $300.0 million notes are also due semiannually on January 15 and July 15 in the amount of $7.6 million upon each date commencing on January 15, 2020_ We continue to have interest rate risk relative to the portion of our term loans which exceeds the $350.0 million of principal which is subject to our interest rate swap agreement. As of December 31, 2019, $384.7 million of those term loans was subject to variable interest rate risk. The effective interest rate on the variable portion of the term loans as of December 3 I, 2019 was 3.55%. Should the average interest rate on the variable rate portion of our long-term obligations change by 100 basis points, we estimate that our annual interest expense would change by up to approximately $3.8 million. In addition to the fixed and variable rate borrowings described in the above table, we have a revolving credit agreement with maximum borrowings of up to $400.0 million (with a $325.0 million sub -limit for letters of credit), under which no borrowings were outstanding at December 31, 2019. We view our investment in our foreign subsidiaries as long-term; thus, we have not entered into any hedging transactions between any two foreign currencies or between any of the foreign currencies and the U.S. Dollar. Given our significant investment in Canada and the fluctuations that have and can occur between the U.S. Dollar and Canadian Dollar exchange rates, significant movements in cumulative translation adjustment amounts recorded as a component of other comprehensive income (loss) can occur in any given period. During 2019, our Canadian subsidiaries transacted a portion of their business in U.S. Dollars and at any period end had cash on deposit in U.S. Dollars and outstanding U.S. Dollar accounts receivable related to those transactions. Those cash and receivable amounts are vulnerable to foreign currency transaction gains or losses. Exchange rate movements also affect the translation of Canadian generated profits and losses into U.S. Dollars. Had the Canadian Dollar been 10.0% stronger or weaker against the U.S. Dollar, we would have reported increased or decreased net income of $5.3 million and $4.8 million for the years ended December 31, 2019 and 2018, respectively. 43 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Clean Harbors, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Clean Harbors, Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, cash flows and stockholders' equity, for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31. 2019, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current -period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Remedial Liabilities - Refer to Note 2, Significant Accounting Policies, and Note II, Remedial Liabilities, to the financial statements Critical Audit Matter Description Remedial liabilities include the costs of removal or containment of contaminated material, the treatment of potentially contaminated groundwater and maintenance and monitoring costs necessary to comply with regulatory requirements. Most of the Company's remedial liabilities relate to the active and inactive hazardous waste treatment and disposal facilities which the Company acquired and Superfund sites owned by third parties for which the Company, or the prior owners of certain of the Company's facilities, may have certain indemnification obligations. The Company's estimate of remedial liabilities involved an analysis of such factors as: (i) the nature and extent of environmental contamination (if any); (ii) the terms of applicable permits and agreements with regulatory authorities as to cleanup procedures and whether modifications to such permits and agreements will likely need to be negotiated; (iii) the cost of performing anticipated cleanup activities based upon current technology; and (iv) in the case of Superfund and other sites where other parties will also be responsible for a portion of the cleanup costs, the likely allocation of such costs and the ability of such other parties to satisfy the costs which have been apportioned to these other parties. 44 Remedial liabilities are inherently difficult to estimate and involve a significant amount of judgment. Estimating remedial liabilities requires that the existing environmental contamination be understood. There are risks that the actual quantities of contaminants differ from the results of the site investigation, and that contaminants exist that have not been identified by the site investigation. In addition, the amount of remedial liabilities recorded is dependent on the remedial method selected. There is a risk that funds will be expended on a remedial solution that is not successful, which could result in the Company incurring incremental costs of an alternative solution. The Company routinely reviews and evaluates the sites for which remedial liabilities have been recognized to determine if there should be changes in the cost estimates. As a result, the valuation of liabilities is subject to material changes as additional information becomes available, particularly as it relates to changes in technologies and changes in laws and regulations that govern the remediation efforts. Total remedial liabilities recorded as of December 31, 2019 were $114.2 million. Given the subjectivity and judgment involved in measuring remedial liabilities due to the (i) uncertainty as to the types and quantities of contaminants to be remediated, (ii) the stage of remediation and extended period over which the remediation efforts are expected to occur, (iii) complexities and uncertainties of the selection of the method of remediation and inherent variability in the efficacy of the selected remediation efforts, and (iv) understanding the effects on the estimates due to changes in technology and changes in laws and regulations, auditing remedial liabilities involved especially subjective judgment and an increased extent of effort, including the need to involve our specialists who have expertise in environmental remediation. Wow the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the remedial liabilities included the following, among others: We tested the effectiveness of controls related to the recognition and measurement of remedial liabilities, including those controls over changes in estimates. We evaluated management's ability to accurately forecast future cash flows by comparing actual results to management's historical forecasts through retrospective reviews. We evaluated the methods and assumptions used by management to estimate the remedial liabilities by confirming specific facts and circumstances related to a selection of sites with project managers and other Company personnel responsible for monitoring these sites, including internal and external counsel. With the assistance of auditor specialists who have expertise in environmental matters and specialized skills and training, we evaluated the reasonableness of the Company's estimates by: Searching for information in the public domain for completeness of sites identified for remediation. Assessing the completeness of the Company's costs estimate for a selection of sites, specifically, comparing the costs estimates to relevant regulatory guidelines and specifications. Testing the accuracy of the amounts recorded for a selection of sites, specifically, verifying the mathematical accuracy of the calculation, agreeing cost components to supporting documents, and/or developing an independent range of cost estimates. /s/ Deloitte & Touche LLP Boston, Massachusetts February 26, 2020 We have served as the Company's auditor since 2005. 45 CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands) As of December 31, 2019 2018 ASSETS Current assets: Cash and cash equivalents Short-term marketable securities Accounts receivable, net of allowances aggregating $38,711 and $44,315, respectively Unbilled accounts receivable Deferred costs inventories and supplies Prepaid expenses and other current assets Total current assets Property, plant and equipment, net Other assets: Operating lease right -of -use assets Goodwill Permits and other intangibles, net Other Total other assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations Accounts payable Deferred revenue Accrued expenses Current portion of closure, post -closure and remedial liabilities Current portion of operating lease liabilities Total current liabilities Other liabilities: Closure and post -closure liabilities, less current portion of $7,283 and $9,592, respectively Remedial liabilities, less current portion of $16,018 and $13,442, respectively Long-term obligations, less current portion Operating lease liabilities, less current portion Deferred taxes, unrecognized tax benefits and other long-term liabilities Total other liabilities Commitments and contingent liabilities (See Note 18) Stockholders' equity: Common stock, $0.01 par value: Authorized 80.000,000 shares: issued and outstanding 55,797.734 and 55,847,261 shares, respectively Additional paid -in capital Accumulated other comprehensive loss Accumulated earnings Total stockholders' equity Total liabilities and stockholders' equity $ 371,991 $ 226,507 42,421 52,856 644,738 606,952 56,326 54,794 21,746 18,770 214,744 199,479 48,942 42,800 1,400,908 1,202,158 1,588,151 1,561,978 162,206 - 525,013 514,189 419,066 441,875 13,560 18,121 1,119,845 974,185 $ 4,108,904 $ 3,738,321 $ 7,535 $ 7,535 298,375 276,461 73,370 61,843 276,540 233,405 23.301 23,034 40,979 - 720,100 602,278 68,368 98.155 1,554,1 16 121,020 277,332 60,339 107.575 1,565,021 233,352 2,118,991 1,966,287 558 558 644,412 655,415 (210,051) (223,371) 834,894 737,154 1,269,813 1,169,756 $ 4.108,904 $ 3,738,321 The accompanying notes are an integral part of these consolidated financial statements. 46 CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share amounts) For the years ended December 31, Revenues: Service revenues Product revenues Total revenues Cost of revenues: (exclusive of items shown separately below) Service revenues Product revenues Total cost of revenues Selling, general and administrative expenses Accretion of environmental liabilities Depreciation and amortization Income from operations Other income (expense), net Loss on early extinguishment of debt Gain on sale of businesses Interest expense, net of interest income of $4,227, $2,958 and $1,897, respectively Income before provision (benefit) for income taxes Provision (benefit) for income taxes Net income Earnings per share: Basic Diluted Shares used to compute earnings per share — Basic Shares used to compute earnings per share — Diluted 2019 2018 2017 $ 2,842,881 $ 2,709,239 $ 2,398,650 569,309 591,064 546,328 3,412,190 3,300,303 2,944,978 1,945,021 1,861,975 1,641,798 442,798 443,576 420,875 2,387,819 2,305,551 2,062,673 484,054 10,136 300,725 503,747 456,648 9,806 9,460 298,625 288,422 229,456 2,897 (6,131) 687 182,574 127,775 (4,510) (6,119) (2,488) (7,891) 30,732 (78,670) (81,094) (85,808) 148,239 94,482 58,689 50,499 28,846 (42,050) $ 97,740 $ 65,636 $ 100,739 $ 1.75 $ 1.17 $ 1.77 $ 1.74 $ 1.16 $ 1.76 55,845 56,148 57,072 56,129 56,340 57,200 The accompanying notes are an integral part of these consolidated financial statements. 47 CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) For the years ended December 31, 2019 2018 2017 Net income Other comprehensive income (loss), net of tax: Unrealized (losses) gains on available -for -sale securities Reclassification adjustment for losses on available -for -sale securities included in net income Unrealized loss on interest rate hedge Reclassification adjustment for losses on interest rate hedge included in net income Foreign currency translation adjustments Unfunded pension liability Other comprehensive income (loss), net of tax Comprehensive income $ 97,740 $ 65,636 $ 100,739 (120) 77 32 332 — 143 (14,401) (9,579) 2,335 806 — 25,130 (42,350) 41,636 44 82 108 13,320 (50,964) 41,919 $ 111,060 $ 14,672 $ 142,658 The accompanying notes are an integral part of these consolidated financial statements. 48 CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2019 2018 2017 Cash flows from operating activities: Net income $ 97,740 $ 65,636 $ 100,739 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 300,725 298,625 288,422 Allowance for doubtful accounts 2,408 15,817 7,901 Amortization of deferred financing costs and debt discount 3,809 3,846 3,482 Accretion of environmental liabilities 10,136 9,806 9,460 Changes in environmental liability estimates (332) 2,147 (195) Deferred income taxes 8,005 19,089 (83,335) Other (income) expense, net (2,897) 4,510 6,119 Stock -based compensation 17,816 16,792 13,146 Gain on sale of businesses (687) — (30,732) Loss on early extinguishment of debt 6,131 2,488 7,891 Environmental expenditures (18,701) (10,115) (12,965) Changes in assets and liabilities, net of acquisitions: Accounts receivable and unbilled accounts receivable (33,271) (79,563) (33,764) Inventories and supplies (15,869) (26,958) (5,002) Other current assets (14,421) (7,946) 16,720 Accounts payable 7,153 46,915 (10,684) Other current and long-term liabilities 45,447 12,121 8 495 Net cash from operating activities 413 192 373,210 285 698 Cash flows used in investing activities: Additions to property, plant and equipment (216,324) (193,344) (167,007) Proceeds from sale and disposal of fixed assets 11,655 15,445 7,124 Acquisitions, net of cash acquired (29,363) (151,023) (49,227) Additions to intangible assets including costs to obtain or renew permits (3.904) (4,688) (1,617) Purchases of available -for -sale securities (35,836) (44,772) (38,342) Proceeds from sale of available -for -sale securities 51,202 28,723 376 Proceeds from sale of businesses, net of transactional costs 4,714 - 45.426 Net cash used in investing activities (217,856) (349,659) (203,267) Cash flows used in financing activities: Change in uncashed checks (3,705) 132 (5,940) Proceeds from exercise of stock options - - 46 Tax payments related to withholdings on vested restricted stock (7,429) (3,266) (3,149) Repurchases of common stock (21,390) (45,080) (48,971) Deferred financing costs paid (10,079) (4,027) (5,718) Payments on finance leases (586) - - Premiums paid on early extinguishment of debt (2,701) (1,238) (6,028) Principal payments on debt (852,535) (405,768) (402,000) Proceeds from issuance of debt, net of discount 845,000 348,250 399,000 Borrowing from revolving credit facility — 50,000 — Payment on revolving credit facility — (50,000) Net cash used in financing activities (53,425) 110,997) (72,760) Effect of exchange rate change on cash 3,573 (5,446) 2,731 Increase (decrease) in cash and cash equivalents 145,484 (92,892) 12,402 Cash and cash equivalents, beginning of year 226,507 319,399 306,997 Cash and cash equivalents, end of year $ 371.991 S 226.507 $ 319.399 Supplemental information: Cash payments for interest and income taxes: Interest paid $ 60,852 $ 89,171 $ 93,174 Income taxes paid 27,035 20,036 18.682 Non -cash investing activities: Property, plant and equipment accrued 30.964 15,657 16,109 Transfer of inventory to property, plant and equipment — — 12,641 Payable for estimated purchase price adjustment — 4,032 — The accompanying notes are an integral part of these consolidated financial statements. 49 CLEAN HARBORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands) Balance at January 1, 2017 Net income Cumulative effect of change in accounting for stock based compensation Other comprehensive income Stock -based compensation Issuance of common stock for restricted share vesting, net of employee tax withholding Exercise of stock options Repurchases of common stock Shares held under employee participation plan Balance at December 31, 2017 Net income Cumulative effect of change in accounting principle Other comprehensive loss Stock -based compensation Issuance of common stock for restricted share vesting, net of employee tax withholding Repurchases of common stock Balance at December 31, 2018 Net income Other comprehensive income Stock -based compensation Issuance of common stock for restricted share vesting, net of employee tax withholding Repurchases of common stock Balance at December 31, 2019 Common Stock Number of 50.01 Par Shares Value Shares Held Under Employee Participation Plan 57,298 $ 573 $ 133 2 (907) (25) 1 (9) (469) 469 56,501 565 160 (814) 1 (8) Additional Paid -in Capital $ 725,670 $ (214,326) $ 681 - - 41,919 13,146 (3,150) - 46 - (48,962) - (469) - 686,962 (172,_407) - (50,964) 16,792 (3,267) (45,072) — Accumulated Other Comprehensive Loss Accumulated Earnings Total Stockholders' Equity 572,793 100,739 (450) $ 1,084,241 100,739 231 41,919 13,146 (3,149) 46 (48,971) 673,082 65,636 (1,564) 1,188,202 65,636 (1564) (50,964) 16.792 (3,266) (45,080) 55,847 558 249 (298) 3 (3) - 655,415 (223.371) 737,154 1,169,756 - - - 97,740 97,740 - - 13,320 - 13,320 - 17,816 - - 17,816 (7,432) - - (7,429) - (21,387) - - (21.390) 55,798 $ 558 $ - $ 644,412 $ (210,051) $ 834,894 $ 1,269,813 The accompanying notes are an integral part of these consolidated financial statements. CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) OPERATIONS Clean Harbors, Inc., through its subsidiaries (collectively, the "Company"), is a leading provider of environmental, energy and industrial services throughout North America. The Company is also the largest re -refiner and recycler of used oil and the largest provider of parts cleaning and related environmental services to commercial, industrial and automotive customers in North America. (2) SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements of the Company reflect the application of certain significant accounting policies as described below: Principles of Consolidation The accompanying consolidated statements include the accounts of Clean Harbors, Inc. and its majority -owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the Company's consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable at the time under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and disclosure, if any, of contingent assets and liabilities and reported amounts of revenues and expenses. Actual results could differ from those estimates and judgments. Cash, Cash Equivalents and Uncashed Checks Cash consists primarily of cash on deposit and money market accounts. Marketable securities with maturities of three months or less from the date of purchase are classified as cash equivalents. The Company's cash management program with its revolving credit lender allows for the maintenance of a zero balance in the U.S. bank disbursement accounts that are used to issue vendor and payroll checks. The program can result in checks outstanding in excess of bank balances in the disbursement accounts. When checks are presented to the bank for payment, cash deposits in amounts sufficient to fund the checks are made, at the Company's discretion, either from funds provided by other accounts or under the terms of the Company's revolving credit facility. Therefore, until checks are presented for payment, there is no right of offset by the bank and the Company continues to have control over cash relating to both released as well as unreleased checks. Checks that have been written to vendors or employees but have not yet been presented for payment at the Company's bank are classified as uncashed checks as part of accounts payable and changes in the balance are reported as a financing activity in the consolidated statements of cash flows. Marketable Securities The Company, through its wholly -owned captive insurance subsidiary, invests in marketable securities consisting of U.S. Treasury securities, corporate notes and bonds and commercial paper. As of December 31, 2019 and 2018, the Company had total marketable securities and cash equivalents as follows (in thousands): December 31, 2019 December 31, 2018 Commercial paper Total cash equivalents U.S. Treasury securities Corporate notes and bonds Commercial paper Total short-term marketable securities Total financial assets 51 $ 2,395 $ 8,126 2,395 8,126 12,406 10,133 26,678 38,036 3,337 4,687 42,421 52,856 $ 44,816 $ 60,982 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Realized gains and losses on sales of available -for -sale marketable securities in the years ended December 31, 2019, 2018 and 2017 were immaterial. The majority of the marketable securities have a remaining maturity of less than one year and fair value approximates cost. Allowances for Doubtful Accounts On a regular basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on an evaluation of certain criteria and evidence of collection certainty including historical collection trends, current economic trends and changes in customer payment patterns. Past -due receivable balances are written off when the Company's internal collection efforts have been deemed unsuccessful in collecting the outstanding balance due. Credit Concentration Concentration of credit risks in accounts receivable is limited due to the large number of customers comprising the Company's customer base throughout North America. The Company maintains policies over credit extension that include credit evaluations, credit limits and collection monitoring procedures on a customer -by -customer basis. However, the Company generally does not require collateral before services are performed. No individual customer accounted for more than 10% of accounts receivable or more than 10% of total direct revenues in the periods presented. Inventories and Supplies Inventories are stated at the lower of cost or market. The cost of oil and oil products is principally determined on a first - in, first -out ("FIFO") basis. The cost of supplies and drums, solvent and solution and other inventories is determined on a FIFO or a weighted average cost basis. The Company continually reviews its inventories for obsolete or unsalable items and adjusts its carrying value to reflect estimated realizable values. Property, Plant and Equipment, net (excluding landfill assets) Property, plant and equipment, net is stated at cost less accumulated depreciation. Expenditures for major renewals and improvements which extend the life or usefulness of the asset are capitalized. Items of an ordinary repair or maintenance nature are charged directly to operating expense as incurred. Gains and losses on the sale of property, plant and equipment are included in other income (expense), net. During the construction and development period of an asset, the costs incurred are classified as construction -in -progress. The Company depreciates and amortizes the capitalized cost of these assets, using the straight-line method as follows: Asset Classification Estimated Useful Life Buildings and building improvements Buildings Leasehold and building improvements Camp and lodging equipment Vehicles Equipment Capitalized software and computer equipment Containers and railcars All other equipment Furniture and fixtures 20-42 years 2-45 years 8-15 years 2-15 years 3-5 years 8-16 years 4-30 years 5-8 years The Company recognizes an impairment in the carrying value of long-lived assets when the expected future undiscounted cash flows derived from the assets, or group of assets, are less than their carrying value. The Company did not record any impairment charges related to long-lived assets in any of the periods presented. Goodwill Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value of the net assets acquired. Goodwill is reviewed for impairment annually as of December 31, or when events or circumstances indicate that the carrying value of the reporting unit may exceed its fair value. If the carrying value of a reporting unit exceeds the fair value, an 52 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company did not recognize any impairment losses in any of the periods presented. See Note 8, "Goodwill and Other Intangible Assets," for additional information related to the Company's goodwill impairment tests. Permits and Other Intangibles Costs related to acquiring licenses, permits and intangible assets, such as legal fees, site surveys, engineering costs and other expenditures are capitalized. Other intangible assets consist primarily of customer and supplier relationships, trademarks and trade names and non -compete agreements. Permits relating to landfills are amortized on a units -of -consumption basis. All other permits are amortized over periods ranging from 5 to 30 years on a straight-line basis. Finite -lived intangible assets are amortized on a straight-line basis over their respective useful lives, which range from 5 to 20 years. All finite -lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When such factors and circumstances exist, management compares the projected undiscounted future cash flows associated with the related asset or group of assets to the carrying amount. The impairment loss, if any, is measured as the excess of the carrying amount over the fair value of the asset or group of assets. Indefinite -lived intangible assets are not amortized but are reviewed for impairment annually as of December 31, or when events or changes in the business environment indicate that the carrying value may be impaired. If the fair value of the asset is less than the carrying amount, the impairment loss is measured as the excess of the carrying value of the asset over its fair value. Landfill Accounting The Company amortizes landfill improvements and certain landfill -related permits over the estimated useful lives. The units -of -consumption method is used to amortize land, landfill cell construction, asset retirement costs and remaining landfill cells and sites. The Company also utilizes the units -of -consumption method to record closure and post -closure obligations for landfill cells and sites. Under the units -of -consumption method, the Company includes future estimated construction and asset retirement costs, as well as costs incurred to date, in the amortization base of the landfill assets. Additionally, where appropriate, as described below, the Company includes probable expansion airspace that has yet to be permitted in the calculation of the total remaining useful life of the landfill. If it is determined that expansion capacity should no longer be considered in calculating the recoverability of a landfill asset, the Company may be required to recognize an asset impairment or incur significantly higher amortization expense. If at any time the Company makes the decision to abandon the expansion effort, the capitalized costs related to the expansion effort are expensed immediately. Landfill assets —Landfill assets include the costs of landfill site acquisition, permits and cell construction incurred to date. These amounts are recorded at cost, which includes capitalized interest as applicable. Landfill assets, net of amortization, are combined with management's estimate of the costs required to complete construction of the landfill to determine the amount to be amortized over the remaining estimated useful economic life of a site. Amortization of landfill assets is recorded on a units - of -consumption basis, such that the landfill assets should be completely amortized at the date the landfill ceases accepting waste. Amortization totaled $12.3 million, $10.3 million and $9.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. Changes in estimated costs to complete construction are applied prospectively to the amortization rate. Landfill capacity —Landfill capacity, which is the basis for the amortization of landfill assets and for the accrual of final closure and post -closure obligations, represents total permitted airspace plus unpermitted airspace that management believes is probable of ultimately being permitted based on established criteria. The Company applies the following criteria for evaluating the probability of obtaining a permit for future expansion airspace at existing sites, which provides management a basis to evaluate the likelihood of success of unpermitted expansions: • Personnel are actively working to obtain the permit or permit modifications (land use, state and federal) necessary for expansion of an existing landfill, and progress is being made on the project. • Management expects to submit the application within the next year and to receive all necessary approvals to accept waste within the next five years. At the time the expansion is included in management's estimate of the landfill's useful economic life, it is probable that the required approvals will be received within the normal application and processing time periods for approvals in the jurisdiction in which the landfill is located. 53 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We have a legal right to use or obtain the right to use the land associated with the expansion plan through title or lease. There are no significant known political, technical, legal or business restrictions or other issues that could impair the success of such expansion. Management is committed to pursuing the expansion which is supported by a complete financial feasibility analysis which demonstrates that the expansion will have a positive financial and operational impact. Additional airspace and related additional costs, including permitting, final closure and post -closure costs have been estimated based on the conceptual design of the proposed expansion. As of December 31, 2019, there were no unpermitted expansions included in the Company's landfill accounting model. If actual expansion airspace is significantly different from management's estimate of expansion airspace, the amortization rates used for the units -of -consumption method would change, therefore impacting our profitability. If we determine that there is less actual expansion airspace at a landfill, this would increase amortization expense recorded and decrease profitability, while if we determine a landfill has more actual expansion airspace, amortization expense would decrease and profitability would increase. As of December 31, 2019, the Company had 11 active landfill sites (including the Company's two non-commercial landfills), which have estimated remaining lives (based on anticipated waste volumes and remaining highly probable airspace) as follows: Remaining Remaining Highly Probable Airspace Lives (cubic yards) (in thousands) Facility Name Location (Years) Permitted Unpermitted Total Altair Buttonwillow Deer Park Deer Trail Grassy Mountain Kimball Lambton Lone Mountain Ryley Sawyer Westmorland Texas California Texas Colorado Utah Nebraska Ontario, Canada Oklahoma Alberta North Dakota California 2 23 3 7R 43 7 60 23 5 69 64 179 5,982 103 1,697 4,909 165 4,710 3,905 653 3,459 2,732 179 5,982 103 1,697 4,909 165 4,710 3,905 653 3,459 2,732 28,494 — 28,494 At December 31, 2019 and 2018, the Company had no cubic yards of permitted, but not highly probable, airspace. The following table presents the remaining highly probable airspace from January 1, 2017 through December 31, 2019 (in thousands of cubic yards): Remaining capacity at January 1, Changes in highly probable airspace, net Consumed Remaining capacity at December 31, 2019 2018 2017 29,760 31,113 32,228 — (223) — (1,266) (1,130) (1,115) 28,494 29,760 31,113 Amortization of cell construction costs and accrual of cell closure obligations —Landfills are typically comprised of a number of cells, which are constructed within a defined acreage (or footprint). The cells are typically discrete units, which require both separate construction and separate capping and closure procedures. Cell construction costs are the costs required to excavate and construct the landfill cell. These costs are typically amortized on a units -of -consumption basis, such that they are completely amortized when the specific cell ceases accepting waste. In some instances, the Company has landfills that are engineered and constructed as "progressive trenches." In progressive trench landfills, a number of contiguous cells form a progressive trench. In those instances, the Company amortizes cell construction costs over the airspace within the entire trench, such that the cell construction costs will be fully amortized at the end of the trench useful life. 54 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The design and construction of a landfill does not create a landfill asset retirement obligation. Rather, the asset retirement obligation for cell closure (the cost associated with capping each cell) is incurred in relatively small increments as waste is placed in the landfill. Therefore, the cost required to construct the cell cap is capitalized as an asset retirement cost and a liability of an equal amount is established, based on the discounted cash flow associated with each capping event, as airspace is consumed. Spending for cell capping is reflected as environmental expenditures within operating activities in the consolidated statements of cash flows. Landfill final closure and post -closure liabilities —The balance of landfill final closure and post -closure liabilities at December 31, 2019 and 2018 was $39.4 million and $37.8 million, respectively. The Company has material financial commitments for the costs associated with requirements of the Environmental Protection Agency ("EPA") and the comparable regulatory agency in Canada for landfill final closure and post -closure activities. In the United States, the landfill final closure and post -closure requirements are established under the standards of the EPA, and are implemented and applied on a state -by - state basis. The Company develops estimates for the cost of these activities based on an evaluation of site -specific facts and circumstances, including the Company's interpretation of current regulatory requirements and proposed regulatory changes. Such estimates may change in the future due to various circumstances including, but not limited to, permit modifications, changes in legislation or regulations, technological changes and results of environmental studies. Final closure costs arc the costs incurred after the site ceases to accept waste, but before the landfill is certified as closed by the applicable state regulatory agency. These costs generally include the costs required to cap the final cell of the landfill (if not included in cell closure), the costs required to dismantle certain structures for landfills and other landfill improvements, and regulation -mandated groundwater monitoring and leachate management. Post -closure costs involve the maintenance and monitoring of a landfill site that has been certified closed by the applicable regulatory agency. These costs generally include groundwater monitoring and leachate management. Regulatory post -closure periods are generally 30 years after landfill closure. Final closure and post -closure obligations are accrued on a units -of -consumption basis, such that the present value of the final closure and post -closure obligations are fully accrued at the date the landfill discontinues accepting waste. Cell closure, final closure and post -closure costs (also referred to as "asset retirement obligations") are calculated by estimating the total obligation in current dollars, adjusted for inflation (1.02% during both 2019 and 2018) and discounted at the Company's credit -adjusted risk -free interest rate (6.02% and 5.66% during 2019 and 2018, respectively). Non -Landfill Closure and Post -Closure Liabilities The balance of non -landfill closure and post -closure liabilities at December 3l, 2019 and 2018 was $36.3 million and $32.1 million, respectively. Non -landfill closure and post -closure obligations arise when the Company commences non -landfill facility operations and include costs required to dismantle and decontaminate certain structures and other costs incurred during the closure process. Post -closure costs, if required, include associated maintenance and monitoring costs as required by the closure permit. Post -closure periods are performance -based and are not generally specified in terms of years in the closure permit, but generally range from 10 to 30 years or more. The Company records its non -landfill closure and post -closure liability by: (i) estimating the current cost of closing a non -landfill facility and the post -closure care of that facility, if required, based upon the closure plan that the Company is required to follow under its operating permit, or in the event the facility operates with a permit that does not contain a closure plan, based upon legally enforceable closure commitments made by the Company to various government agencies; (ii) estimates as to when future operations may cease; (iii) inflating the current cost estimates of closing the non -landfill facility using the inflation rate to the time of closing; and (iv) discounting the future value back to the present using the credit -adjusted risk -free interest rate. The estimates for non -landfill closure and post -closure liabilities are inherently uncertain due to the possibility that permit and regulatory requirements will change in the future, impacting the estimation of total costs and the timing of the expenditures. Management reviews non -landfill closure and post -closure liabilities for changes to key assumptions that would impact the amount of the recorded liabilities. Changes that would prompt management to revise a liability estimate include changes in legal requirements that impact the Company's expected closure plan or scope of work, in the market price of a significant cost item, in the estimate as to when future operations at a location might cease or in the expected timing of the costs. Changes in estimates for non -landfill closure and post -closure events immediately impact the liability and the value of the corresponding asset. If a change is made to a fully -amortized asset, the adjustment is charged immediately to expense. When a change in estimate relates to an asset that has not been fully amortized, the adjustment to the asset recognized in income prospectively as a component of amortization. Historically, changes to non -landfill closure and post -closure estimates have not been material. 55 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Remedial Liabilities The balance of remedial liabilities at December 31, 2019 and 2018 was $114.2 million and $121.0 million, respectively. Remedial liabilities, including Superfund liabilities, include the costs of removal or containment of contaminated material, treatment of potentially contaminated groundwater and maintenance and monitoring costs necessary to comply with regulatory requirements. Most of the Company's remedial liabilities relate to the active and inactive hazardous waste treatment and disposal facilities which the Company acquired in the last 17 years and Superfund sites owned by third parties for which the Company, or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations, have been identified as potentially responsible parties ("PRPs") or potential PRPs. The Company's estimate of remedial liabilities involves an analysis of such factors as: (i) the nature and extent of environmental contamination (if any); (ii) the terms of applicable permits and agreements with regulatory authorities as to cleanup procedures and whether modifications to such permits and agreements will likely need to be negotiated; (iii) the cost of performing anticipated cleanup activities based upon current technology; and (iv) in the case of Superfund and other sites where other parties will also be responsible for a portion of the cleanup costs, the likely allocation of such costs and the ability of such other parties to pay their share. The measurement of remedial liabilities is reviewed at least quarterly and changes in estimates are recognized in the consolidated statements of operations when identified. The Company periodically evaluates potential remedial liabilities at sites that it owns or operates or to which the Company or the sellers of the Chemical Services Division of Safety-Kieen ("CSD") assets (or the respective predecessors of the Company or such sellers) transported or disposed of waste, including 130 Superfund sites as of December 31, 2019. The Company periodically reviews and evaluates sites requiring remediation, including Superfund sites, giving consideration to the nature (i.e., owner, operator, arranger, transporter or generator) and the extent (i.e., amount and nature of waste hauled to the location, number of years of site operations or other relevant factors) of the Company's (or such sellers') alleged connection with the site, the extent (if any) to which the Company believes it may have an obligation to indemnify cleanup costs in connection with the site, the regulatory context surrounding the site, the accuracy and strength of evidence connecting the Company (or such sellers) to the location, the number, connection and financial ability of other named and unnamed PRPs and the nature and estimated cost of the likely remedy Where the Company concludes that it is probable that a liability has been incurred and an amount can he estimated, a provision is made, based upon management's judgment and prior experience of such estimated liability. Remedial liabilities are inherently difficult to estimate. Estimating remedial liabilities requires that the existing environmental contamination be understood. There are risks that the actual quantities of contaminants differ from the results of the site investigation, and that contaminants exist that have not been identified by the site investigation. In addition, the amount of remedial liabilities recorded is dependent on the remedial method selected. There is a risk that funds will be expended on a remedial solution that is not successful, which could result in the Company incurring the additional incremental costs of an alternative solution. Such estimates, which are subject to change, are subsequently revised if and when additional or new information becomes available. Remedial liabilities are discounted when the timing of the payments is determinable and the amounts are estimable. In the case of remedial liabilities assumed in connection with acquisitions, acquired liabilities are recorded at fair value as of the dates of the acquisitions calculated by inflating costs in current dollars using an estimate of future inflation rates as of the respective acquisition dates until the expected time of payment, and then discounting the amount of the payments to their present value using a risk -free discount rate as of the acquisition dates. Discount rates used in the present value determination of the Company's remedial liabilities range from 1.37% to 4.90%. Self -Insurance Liabilities The Company self -insures a significant portion of expected losses under its workers' compensation, employee medical, comprehensive general liability and vehicle liability. Liabilities associated with these losses are recorded based on the Company's estimates of the ultimate cost to settle incurred claims, both reported and not yet reported. These recorded liabilities are estimated based on independent actuarial estimates and judgments which consider the frequency and settlement amount of historical claims data. Revenue Recognition The Company generates service and product revenues through the following operating segments: Environmental Services and Safety-Kleen. The Company recognizes revenue when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. 56 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The majority of the Company's revenues are for services, which are recognized based on time and materials incurred at contractually agreed -upon rates. Product revenues are recognized when the products are delivered and control transfers to the customer. The Company's payment terms vary by the type and location of its customers and the products or services offered. The periods between invoicing and when payments are due are not significant. For all periods presented, any amounts billed to customers related to shipping and handling arc classified as revenue and the Company's shipping and handling costs are included in costs of revenues. In the course of operations, the Company collects sales tax and other excise taxes from its customers and recognizes a current liability which is then relieved when the taxes are remitted to the appropriate government authorities. The Company excludes sales and other excise taxes that it collects from customers from its revenues. The Company's Environmental Services operating segment generally has the following four sources of revenue: Technical Services —Technical Services revenues are generated from fees charged for waste material management and disposal services including onsite environmental management services, collection and transportation, packaging, recycling, treatment and disposal of waste. Revenue is primarily generated by short-term projects, most of which are governed by master service agreements that are long-term in nature. These master service agreements are typically entered into with the Company's larger customers and outline the pricing and legal frameworks for such arrangements. Services are provided based on purchase orders or agreements with the customer and include prices based upon units of volume of waste, and transportation and other fees. Collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Revenues for treatment and disposal of waste are recognized upon completion of treatment, final disposition in a landfill or incineration, or when the waste is shipped to a third party for processing and disposal. The Company periodically enters into bundled arrangements for the collection and transportation and disposal of waste. For such arrangements, transportation and disposal are considered distinct performance obligations and the Company allocates revenue to each based on the relative standalone selling price (i.e. the estimated price that a customer would pay for the services on a standalone basis). Revenues from waste that is not yet completely processed and disposed and the related costs are deferred. The deferred revenues and costs are recognized when the related services are completed. The period between collection and transportation and the final processing and disposal ranges depending on location of the customer, but generally is measured in days. Field and Emergency Response Services —Field Services revenues are generated from cleanup services at customer sites, including municipalities and utilities, or other locations on a scheduled or emergency response basis. Services include confined space entry for tank cleaning, site decontamination, large remediation projects, demolition, spill cleanup on land and water, railcar cleaning, product recovery and transfer and vacuum services. Additional services include filtration and water treatment services. Response services for environmental emergencies include any scale from man-made disasters such as oil spills, to natural disasters such as hurricanes. These services are provided based on purchase orders or agreements with customers and include prices generally based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the service as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. The duration of such services can be over a number of hours, several days or even months for larger scale projects. Industrial Services —Industrial Services revenues are generated from industrial and specialty services provided to refineries, mines, upgraders, chemical plants, pulp and paper mills, manufacturing facilities, power generation facilities and other industrial customers throughout North America. Services include in -plant cleaning and maintenance services, plant outage and turnaround services, decoking and pigging, chemical cleaning, high and ultra -high pressure water cleaning, pipeline inspection and coating services, large tank and surface impoundment cleaning, oilfield transport, daylighting, production services and directional boring services supporting drilling, completion and production programs. Services are provided based on purchase orders or agreements with the customer and include prices based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Oil, Gas and Lodging Services and Other —Oil, Gas and Lodging Services and Other is primarily comprised of revenues generated from providing Oil and Gas Field Services that support upstream activities such as exploration and drilling for oil and gas companies and Lodging Services to customers in Western Canada and Texas. The Company recognizes Oil and Gas Field Services revenue over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize 57 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) revenue over time, based on time and materials incurred. Revenue for lodging accommodation services is recognized over time based on passage of time. The Company's Safety-Kleen operating segment generally has the following two sources of revenue: Safety-Kleen Environmental Services—Safety-Kleen Environmental Services revenues are generated from providing parts washer services, containerized waste handling and disposal services, oil collection services, vacuum services, direct sales of blended oil products, and other complementary services and product sales. Containerized waste services consist of profiling, collecting, transporting and recycling or disposing of a wide variety of waste. Other products and services include sale of complementary supply products including automotive fluids and shop supplies and other environmental services. Parts washer services include customer use of our parts washer equipment, cleaning and maintenance of the parts washer equipment and removal and replacement of used cleaning fluids. Parts washer services are considered a single performance obligation due to the highly integrated and interdependent nature of the arrangement. Revenue from parts washer services is recognized over the service interval as the customer receives the benefit of the services. Collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Product revenue is recognized upon the transfer of control whereby control transfers when the products are delivered to the customer. Safety-Kleen Oil —Revenues from Safety-Kleen Oil, previously referred to as Kleen Performance Products, are generated from sales of high -quality base and blended lubricating oils to third -party distributors, government agencies, fleets, railroads and industrial customers. The business also sells recycled fuel oil to asphalt plants, industrial plants and pulp and paper companies. The used oil is also processed into vacuum gas oil which can be further re -refined into lubricant base oils or sold directly into the marine diesel oil fuel market. Revenue for oil products is recognized at a point in time, upon the transfer of control. Control transfers when the products are delivered to the customer. The Company adopted Accounting Standards Codification 606, Revenue from contracts with customers, on January I, 20l R without adjusting prior period amounts. The only significant impact from the adoption of this standard related to incremental disclosures now required. Upon adoption, a cumulative effect adjustment was not recorded. Foreign Currency The Company has international operations, substantially all of which are located in Canada. The functional currencies of those operations are the local currency and therefore assets and liabilities of those foreign operations are translated to U.S. Dollars at the exchange rate in effect at the balance sheet date and revenue and expenses at the average exchange rate for the period. Gains and losses from the translation of the consolidated financial statements of foreign subsidiaries into U.S. Dollars are included in stockholders' equity as a component of accumulated other comprehensive loss. Gains and losses from transactions not denominated in the functional currency of an entity are recognized in the consolidated statements of operations. Recorded balances that are denominated in a currency other than the functional currency are remeasured to the functional currency using the exchange rate at the balance sheet date and gains or losses are recorded in the consolidated statements of operations. Advertising Expense Advertising costs are expensed as incurred. Advertising expense was $9.8 million in 2019, $10.5 million in 2018 and $11.8 million in 2017. Stock -Based Compensation Stock -based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which generally represents the vesting period. In addition, the Company issues awards with performance targets established at the grant date. The expense for these awards is recognized over the requisite service period when management believes it is probable those performance targets will be achieved. The fair value of the Company's grants are based on the closing price of the Company's common stock on the respective dates of grant. Forfeitures are recognized as they occur. Income Taxes Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities. Deferred tax assets and liabilities are 58 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) determined based upon the temporary differences between the financial statement basis and tax basis of assets and liabilities as well as from net operating loss and tax credit carryforwards as measured by the enacted tax rates which will be in effect when these differences reverse. The effect of a change in tax rates on deferred tax assets and liabilities is generally recognized in income in the period that includes the enactment date. The Company evaluates the recoverability of future tax deductions and credits and a valuation allowance is established by tax jurisdiction when, based on an evaluation of both positive and negative objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized. The Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate or future recognition of an unrecognized benefit. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision (benefit) for income taxes line in the consolidated statements of operations. Accrued interest and penalties are included within the deferred taxes, unrecognized tax benefits and other long-term liabilities line in the consolidated balance sheet. Earnings per Share ("EPS") Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all potentially dilutive common shares that were outstanding during the period. Leases The Company's leases predominately relate to real estate and equipment such as vehicles and industrial equipment utilized in operations as well as rail cars utilized in connection with the Company's transportation needs. Contracts are reviewed at inception to determine if the arrangement is a lease and, if so, whether it is an operating or finance lease. For all of its leases, the Company has elected not to separate lease and non lease components, such as common area maintenance. The Company generally enters into real estate leases with five to ten-year terms and non -real estate leases with two to seven-year terms. In the normal course of business, the Company also enters into short-term leases having terms of less than one-year. These leases are generally equipment leases entered into for short periods of time (e.g. daily, weekly or monthly) to satisfy immediate and/or short-term operational needs of the business which can arise based upon the nature of particular services performed or seasonality factors. The Company has elected not to recognize right of use ("ROU") assets and lease liabilities for these short-term leases. Expense for all such short-term leases is disclosed as short-term lease cost as shown in Note 19, "Leases." Operating and finance leases with terms exceeding one year are recognized as ROU assets and lease liabilities and measured based on the present value of the future lease payments over the lease term at commencement date. When applicable, the ROU asset includes any lease payments made at or before the commencement date and initial direct costs incurred and is reduced by lease incentives received under the lease agreement. Certain of the Company's real estate leases contain escalating future lease payments. Escalating lease payments that are based upon explicit amounts contained in the lease or an index (e.g., consumer price index) are included in its determination of future lease payments to determine the ROU asset and lease liability recognized at the commencement date. Any differences in the future lease payments from initial recognition are not anticipated to be material and will be recorded as variable lease cost in the period incurred. The variable lease cost will also include the Company's portion of property tax, utilities and common area maintenance. A significant portion of the Company's real estate lease agreements include renewal periods at the Company's option. The Company includes these renewal periods in the lease term only when renewal is reasonably certain based upon facts and circumstances specific to the lease and known by the Company. The Company uses its incremental borrowing rate on collateralized debt based on the information available at the lease commencement date in determining the present value of future lease payments as the implicit rate is typically not readily determinable. 59 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Recent Accounting Pronouncements Standards implemented In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02, Leases (Topic 842). amendment increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted Topic 842 on January 1, 2019 using the modified retrospective method of adoption. Prior period amounts have not been adjusted and continue to be reported in accordance with the Company's historical accounting methodology pursuant to ASC 840, Leases. As permitted under the transition guidance, the Company elected to apply the package of three practical expedients for all existing leases which, among other things, allowed the Company to maintain the lease classification for all existing leases at the adoption date. The adoption of Topic 842 resulted in the recognition of RO11 assets of$185.5 million and total current and noncurrent lease liabilities of $188.5 million at adoption. Additionally, Topic 842 required new and expanded disclosures to enable users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The standard did not have a material impact on the consolidated statements of operations or cash flows. (3) REVENUES Disaggregation of Revenue We disaggregate the Company's third party revenues by geographic location and source of revenue as we believe these categories depict how revenue and cash flows are affected by economic factors (in thousands): For the year ended December 31, 2019 Environmental Services Safety-Kleen Corporate Total Primary Geaeranhical Markets United States Canada Total third party revenues Sources of Revenue (1) Technical Services Field and Emergency Response Services Industrial Services Oil, Gas and Lodging Services and Other Safety-Kleen Environmental Services Safety-Kleen Oil (2) Total third party revenues 1,721,372 $ 1,220,096 $ (586) $ 7,9,10,832 371,041 98,595 1,722 471,358 $ 2,092,363 $ 1,318,691 $ $ 1,120,043 $ - $ 340,906 - 514,390 117,024 - 851.520 467,171 $ 2,092,363 $ 1,318,691 $ 1,136 $ 3,412,190 1,136 $ 3,412,190 - $ 1,120,043 340,906 514,390 1,136 118,160 851,520 467,171 60 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the year ended December 31, 2018 Environmental Services Safety-Kleen Corporate Total Primary Geographical Markets United States Canada Total third party revenues Sources of Revenue (1) Technical Services Field and Emergency Response Services Industrial Services Oil, Gas and Lodging Services and Other Safety-Kleen Environmental Services Safety-Kleen Oil (2) Total third party revenues $ 1,598,402 $ 1,196,661 $ 1,082 $ 2,796,145 405,441 98,694 23 504,158 $ 2,003,843 $ 1,295,355 $ 1,105 $ 3,300,303 $ 1,037,388 $ - $ - $ 1,037,388 304,727 - 304,727 541,895 - - 541,895 119,833 - 1,105 120,938 - 795,077 - 795,077 - 500,278 500,278 $ 2,003,843 $ 1,295,355 $ 1,105 $ 3,300,303 (1) All revenue except oil and oil product sales within Safety-Kleen Oil and product sales within Safety-Kleen Environmental Services, which include various automotive related fluids, shop supplies and direct blended oil sales, are recognized over time. Safety-Kleen Oil and Safety-Kleen Environmental Services product sales are recognized at a point in time. (2) Safety-Kleen Oil was formerly known as Kleen Performance Products. Contract Balances (in thousands) December 31, 2019 December 31, 2018 Receivables Contract assets (unbilled receivables) Contract liabilities (deferred revenue) $ 644,738 $ 606,952 56,326 54,794 73,370 61,843 The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits or deferred revenue (contract liabilities) on the consolidated balance sheet. Generally, billing occurs subsequent to revenue recognition, as a right to payment is not just subject to passage of time, resulting in contract assets. Contract assets are generally classified as current. The Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract -by -contract basis at the end of each reporting period. The contract liability balances at the beginning of each period presented were generally fully recognized in the subsequent three-month period. Variable Consideration The nature of the Company's contracts give rise to certain types of variable consideration, including in limited cases volume discounts. Accordingly, management establishes a revenue allowance to cover the estimated amounts of revenue that may need to be credited to customers' accounts in future periods. The Company estimates the amount of variable consideration to include in the estimated transaction price based on historical experience, anticipated performance and its best judgment at the time and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Contract Costs Contract costs include direct and incremental costs to obtain or fulfill a contract. The Company's contract costs that are subject to capitalization are comprised of costs associated with parts washer services and costs associated with the treatment and disposal of waste. Parts washer costs include costs of solvent, commissions paid relating to revenue generated from parts washer services, and transportation costs associated with transferring the product picked up from the services as it is returned to the Company's facilities or a third party site. Costs related to the treatment of waste include costs for waste receiving, drum movement and storage, waste consolidation and transportation between facilities. Deferred costs associated with parts washer 61 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) services are amortized ratably over the average service interval, which ranges between four and 16 weeks. Deferred costs related to treatment and disposal of waste are recognized when the corresponding waste is disposed of and are included in deferred costs within total current assets in the Company's consolidated balance sheets. The deferred contract cost balances at the beginning of each period presented were fully recognized in cost of revenue in the subsequent three-month period. (4) BUSINESS COMBINATIONS 2019 Acquisitions On May 31, 2019, the Company acquired a privately -owned business for $14.8 million in cash consideration. The acquired company expands the environmental services and hazardous materials management services of the Company and is included in the Environmental Services segment. In connection with this acquisition, a preliminary goodwill amount of $7.4 million was recognized. On March 1, 2019, the Company acquired certain assets of a privately -owned business for $10.4 million. The acquired business complements the Safety-Kleen segment's core service offerings, such as used motor oil collection, parts washers, oil filter recycling and vacuum services. In connection with this acquisition, a preliminary goodwill amount of $5.2 million was recognized. The results of operations of these acquired businesses were not material in 2019. Pro forma revenue and earnings amounts on a combined basis as if these acquisitions had been completed on January I. 2018 are immaterial to the consolidated financial statements of the Company since that date. 2018 Acquisitions On August 31, 2018, the Company acquired a privately -owned company which expands the environmental services and waste oil capabilities of the Company for a $26.7 million purchase price, net of cash. The acquired company is included in the Safety-Kleen and Environmental Services segments. In connection with this acquisition, a goodwill amount of $12.3 million was iecogiiited. The icsults of opciatiuiia of this acquired business were not material in 2018. On February 23, 2018, the Company completed the acquisition of the U.S. Industrial Cleaning Business of Veolia Environmental Services North America LLC (the "Veolia Business"). The acquisition provides significant scale and industrial services capabilities while increasing the size of the Company's existing U.S. Industrial Services business. The Company acquired the Veolia Business for a purchase price of $124.5 million. The Veolia Business has been integrated into the Environmental Services segment. The amount of revenue from the Veolia Business included in the Company's results of operations for the year ended December 31, 2018 was $154.0 million. The amount of pre-tax loss from the Veolia Business included in the Company's results of operations for the year ended December 31, 2018 was $0.9 million, which included $14.6 million in depreciation expense as well as $0.6 million of amortization expense related to intangible assets. During the year ended December 3I, 2018, the Company incurred acquisition -related costs of approximately $1.4 million in connection with the transaction which are included in selling, general and administrative expenses in the consolidated statements of operations. The Company finalized purchase accounting for the Veolia Business in the first quarter of 2019. The components and allocation of the purchase price for the Veolia Business consist of the following amounts (in thousands): Final Allocation Accounts receivable, including unbilled receivable Inventories and supplies Prepaid expenses and other current assets Property, plant and equipment Permits and other intangibles Current liabilities Closure and post -closure liabilities Total identifiable net assets Goodwill Total purchase price 62 $ 39,558 1,126 828 72,243 5,140 (18,372) (354) 100,169 24,331 $ 124,500 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The weighted average amortization period for the intangibles acquired is 8.2 years. The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible net assets and intangible assets acquired, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and growth potential that the Company expects to realize from this acquisition. Goodwill generated from the acquisition is deductible for tax purposes. Pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2017 are immaterial to the consolidated financial statements of the Company since that date. 2017 Acquisitions On July 14, 2017, the Company acquired Lonestar West Inc. ("Lonestar"), a public company headquartered in Alberta, Canada, for CAD $41.8 million, ($33.1 million USD at acquisition date), net of cash acquired, which included an equity payout of CAD $0.72 per share to Lonestar shareholders and the assumption of approximately CAD $21.3 million ($16.8 million USD at acquisition date) in outstanding debt, which Clean Harbors subsequently repaid. The acquisition supports the Company's growth in the daylighting and hydro excavation services markets. In addition to increasing the size of the Company's hydro vacuum fleet, Lonestar's network of locations provides the Company with direct access to key geographic markets in both the United States and Canada. The acquired company is included in the Environmental Services segment. In connection with this acquisition a goodwill amount of $2.8 million was recognized. On January 31, 2017, the Company acquired a privately held company for a purchase price of approximately $11.9 million in cash, net of cash acquired. The acquired business produces and distributes oil products and therefore complements the Company's closed loop model as it relates to the sale of its oil products. The acquired company is included in the Safety- Kleen segment. In connection with this acquisition a goodwill amount of $5.0 million was recognized. The combined amount of direct revenues from the acquisitions included in the Company's results of operations for the year ended December 31, 2017 was approximately $14.5 million. (5) DISPOSITION OF BUSINESS On June 30, 2017, the Company completed the sale of its Transformer Services business, a non -core business within the Environmental Services operating segment. The Transformer Services business was sold for $45.5 million ($43.4 million net of $2.1 million in transactional related costs). As a result of the sale, the Company recognized a pre-tax gain of $30.7 million in gain on sale of businesses in the Company's consolidated statement of operations for the year ended December 31, 2017. (6) INVENTORIES AND SUPPLIES Inventories and supplies consisted of the following (in thousands): December 31, 2019 December 31, 2018 Oil and oil related products Supplies and drums Solvent and solutions Other Total inventories and supplies $ 75,408 $ 70,823 115,128 104,609 9,973 10,657 14,235 13,390 $ 214,744 $ 199,479 Supplies and drums consist primarily of drums and containers used in providing the Company's products and services as well as critical spare parts to support the Company's incinerator and re -refinery operations. Other inventories consisted primarily of parts washer components, cleaning fluids, absorbents and automotive fluids, such as windshield washer fluid and antifreeze. 63 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (7) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following (in thousands): December 31, 2019 December 31, 2018 Land Asset retirement costs (non -landfill) Landfill assets Buildings and improvements (I) Camp and lodging equipment Vehicles (I) Equipment Furniture and fixtures Construction in progress Less - accumulated depreciation and amortization Total property, plant and equipment, net $ 131,023 $ 123,734 15,924 15,148 182,276 154,918 499,159 440,188 158,277 152,998 785,056 721,735 1,779,366 1,697,490 6,054 5,453 36,679 20,931 3,593,814 3,332,595 2,005,663 1,770,617 $ 1,588,151 $ 1,561,978 (I) December 31, 2019 balances inclusive of R0U assets classified as finance leases. Depreciation expense, inclusive of landfill and finance lease amortization was $265.5 million, $264.3 million and $251.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. (8) GOODWILL AND OTHER INTANGIBLE ASSETS The changes in goodwill for the years ended December 31, 2019 and 2018 were as follows (in thousands): Balance at January 1, 2018 Increase from current period acquisitions Measurement period adjustments from prior period acquisitions Decrease from disposition of business Foreign currency translation Balance at December 31, 2018 Increase from current period acquisitions Measurement period adjustments from prior period acquisitions Foreign currency translation Balance at December 31, 2019 Environmental Services Safety-Kleen Totals $ 172,386 $ 306,137 $ 478,523 37,007 3,697 40,704 (78) — (78) (2,296) (2,664) (4,960) $ 207,019 $ 307,170 $ 514,189 7,378 5,225 12,603 (2,675) (1,355) (4,030) 809 1,442 2,251 $ 212,531 $ 312,482 $ 525,013 The Company conducted its annual impairment test of goodwill as of December 31, 2019 and determined that no adjustment to the carrying value of goodwill for any reporting unit was then necessary because the fair values of the reporting units exceeded their respective carrying values. The fair value of all reporting units was determined using an income approach based upon estimates of future discounted cash flows. The resulting estimates of fair value were validated through the consideration of other factors such as the fair value of comparable companies to the reporting units and a reconciliation of the sum of all estimated fair values of the reporting units to the Company's overall market capitalization. In all cases, the estimated fair values of the reporting units significantly exceeded the respective carrying values. Significant judgments and unobservable inputs categorized as Level 3 in the fair value hierarchy are inherent in the impairment tests performed and include assumptions about the amount and timing of expected future cash flows, growth rates, and the determination of appropriate discount rates. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The Company believes that the 64 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) assumptions used in its impairment tests are reasonable, but variations in any of the assumptions may result in different measurements of fair values. The impacts of any adverse business and market conditions which impact the overall performance of the Company's reporting units will continue to be monitored. tithe Company's reporting units do not achieve the financial performance that the Company expects, it is possible that goodwill impairment charges may result. There can therefore be no assurance that future events will not result in an impairment of goodwill. As of December 31, 2019 and 2018, the Company's finite -lived and indefinite -lived intangible assets consisted of the following (in thousands): December 31, 2019 December 31, 2018 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Permits $ 184,235 $ 87,228 $ 97,007 $ 177,583 $ 79,358 $ 98,225 Customer and supplier relationships 401,696 207,884 193,812 393,487 179,824 213,663 Other intangible assets 38,331 33,018 5,313 37,262 29,743 7,519 Total amortizable permits and other intangible assets 624,262 328,130 296,132 608,332 288,925 319,407 Trademarks and trade names 122,934 — 122,934 122,468 — 122,468 Total permits and other intangible assets $ 747,196 $ 328,130 $ 419,066 $ 730,800 $ 288,925 $ 441,875 The Company regularly monitors and assesses whether events or changes in circumstances relative to the Company's business might indicate that future cash flows attributable to the Company's asset groups may not be sufficient to recover the current value of those assets. During the year ended and as of December 31, 2019, there were no events or changes in circumstances which would indicate that the carrying values of the Company's asset groups would not be recoverable and thus no impairment charge was recorded related to the Company's long-lived assets. If expectations of future cash flows were to decrease in the future as a result of worse than expected or prolonged periods of depressed activity, future impairments may become evident. Amortization expense of permits and other intangible assets for the years ended December 31, 2019, 2018 and 2017 were $35.2 million, $34.4 million and $37.0 million, respectively. The expected amortization of the net carrying amount of finite -lived intangible assets at December 31, 2019 is as follows (in thousands): Years ending December 31, 2020 2021 2022 2023 2024 Thereafter 65 Expected Amortization $ 33,083 29,788 29,534 25,306 23,921 154,500 $ 296,132 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (9) ACCRUED EXPENSES Accrued expenses consisted of the following (in thousands): December 31, 2019 December 31, 2018 Accrued insurance Accrued interest Accrued compensation and benefits Accrued income, real estate, sales and other taxes Accrued other $ 74,376 $ 70.217 21,222 3,930 72,473 77,881 35,749 25,670 72,720 55,707 $ 276,540 $ 233,405 As of December 31, 2019 and 2018, accrued insurance included employee medical insurance costs of $14.3 million and $14.7 million, respectively, and accruals for losses under our workers' compensation, comprehensive general liability and vehicle liability self-insurance programs of $59.4 million and $53.9 million, respectively. The increase in accrued interest from the comparable period in 2018 is due to the timing of required interest payments which changed due to the redemption of the 2021 unsecured senior notes and the issuance of the 2027 and 2029 unsecured senior notes. For additional information relating to accrued interest, see Note 12, "Financing Arrangements." The increase in accrued income, real estate, sales and other taxes from the comparable period in 2018 is due to an increase in accrued federal tax of $10.5 million driven by higher taxable income and the timing of tax payments. As of December 31, 2019 and 2018, accrued other includes a derivative liability of $20.8 million and $8.8 million, respectively, related to the Company's cash flow hedges. The increase in the fair value of the derivative liability is mainly due to changes in variable interest rates. For additional information relating to the derivative liability, see Note 12, "Financing Arrangements." (10) CLOSURE AND POST -CLOSURE LIABILITIES The changes to closure and post -closure liabilities (also referred to as "asset retirement obligations") from January 1, 2018 through December 31, 2019 were as follows (in thousands): Balance at January I, 2018 Liabilities assumed in acquisitions New asset retirement obligations Accretion Changes in estimates recorded to consolidated statement of operations Changes in estimates recorded to consolidated balance sheet Expenditures Currency translation and other Balance at December 31, 2018 Liabilities assumed in acquisitions New asset retirement obligations Accretion Changes in estimates recorded to consolidated statement of operations Changes in estimates recorded to consolidated balance sheet Expenditures Currency translation and other Balance at December 31, 2019 Landfill Non -Landfill Retirement Retirement Liability Liability Total $ 32,382 $ 28,655 $ 61,037 685 685 2,518 - 2,518 2,537 2,567 5,104 (37) 1,497 1,460 1,867 64 1,931 (1,224) (1,057) (2,281) (234) (289) (523) 37,809 32,122 69,931 - 220 220 2,705 - 2,705 2,772 2,829 5,601 248 2,437 2,685 3,303 562 3,865 (7,718) (2,121) (9,839) 282 201 483 $ 39,401 $ 36,250 $ 75,651 66 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) All of the landfill facilities reflected in the above table were active as of December 31, 2019 and 2018. The 2019 and 2018 environmental changes in estimates recorded to the consolidated statements of operations include $2.3 million and $1.2 million, respectively, related to increased facility closure costs at one of our locations. Anticipated payments (based on current estimated costs and anticipated timing of necessary regulatory approvals to commence work on closure and post -closure activities) for each of the next five years and thereafter are as follows (in thousands): Year endive December 31. 2020 2021 2022 2023 2024 Thereafter Undiscounted closure and post -closure liabilities Less: Discount at credit -adjusted risk -free rate Less: Undiscounted estimated closure and post -closure liabilities relating to airspace not yet consumed Present value of closure and post -closure liabilities (11) REMEDIAL LIABILITIES $ 7,571 10,307 14,407 11,329 3,344 277,001 323,959 (158,186) (90,122) $ 75,651 The changes to remedial liabilities from January I, 2018 through December 31, 2019 were as follows (in thousands): Remedial Liabilities (Including Remedial Remedial Superfund) liabilities Liabilities for for for Non -Landfill Landfill Sites Inactive Sites Operations Total Balance at January 1, 2018 $ 1,800 $ 65,342 $ 57,326 $ 124,468 Accretion 86 2,745 1,871 4,702 Changes in estimates recorded to consolidated statement of operations (1) 130 558 687 Expenditures (47) (3,759) (4,028) (7,834) Currency translation and other — 857 (1,863) (1,006) Balance at December 31, 2018 1,838 65,315 53,864 121,017 Accretion 88 2,639 1,808 4,535 Changes in estimates recorded to consolidated statement of operations (17) (913) (2,087) (3,017) Expenditures (59) (5,079) (3,724) (8,862) Currency translation and other 1 29 470 500 Balance at December 31, 2019 $ 1,851 $ 61,991 $ 50,331 $ 114,173 In 2019, the net reduction in the company's remedial liabilities from changes in estimates recorded to the consolidated statement of operations was $3.0 million and primarily related to reductions in estimates for remedial activities at five locations, There were no significant (benefits) charges in 2018 resulting from changes in estimates for remedial liabilities. 67 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Anticipated payments at December 31, 2019 (based on current estimated costs and anticipated timing of necessary regulatory approvals to commence work on remedial activities) for each of the next five years and thereafter were as follows (in thousands): Year enclitic December 31, 2020 2021 2022 2023 2024 Thereafter Undiscounted remedial liabilities Less: Discount Total remedial liabilities $ 16,729 17,883 9,207 7,930 5,701 77,000 134,450 (20,277) $ 114,173 The following tables show, respectively, (i) the amounts of such estimated liabilities associated with the types of facilities and sites involved and (ii) the amounts of such estimated liabilities associated with each facility or site which represents at least 5% of the total and with all other facilities and sites as a group and as of December 31, 2019. Estimates based on type of facility or site (in thousands, except percentages): Reasonably Possible Remedial Additional Type of Facility or Site Liability % of Total Liabilities ") Facilities now used in active conduct of the Company's business (39 facilities) $ 44,381 38.9% $ 10,691 Inactive facilities not now used in active conduct of the Company's business but most of which were acquired because the assumption of remedial liabilities for such facilities was part of the purchase price for the CSD assets (37 facilities) 61,991 54.3 10,658 Superfund sites owned by third parties (17 sites) 7,801 6.8 780 Total $ 114,173 100.0% $ 22,129 (1) Amounts represent the high end of the range of management's best estimate of the reasonably possible additional Iiabi lities. 68 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Estimates based on amount of potential liability (in thousands, except percentages): Location Baton Rouge, LA Bridgeport, NJ Mercier, Quebec Linden, NJ Various Various Total Type of Facility or Site Closed incinerator and landfill Closed incinerator Idled incinerator and legal proceedings Operating solvent recycling center All other incinerators, landfills, wastewater treatment facilities and service centers (72 facilities) Superfund sites (each representing less than 5% of total liabilities) owned by third parties (17 sites) Remedial Liability" Reasonably Possible Additional % of Total Liabilities(2) $ 22,690 19.9% $ 3,975 18,191 15.9 2,578 10,761 9.4 1,098 7,3l2 6.4 762 47,418 41.6 12,936 7,801 6.8 780 $ 114,173 100.0% $ 22,129 (1) $18.4 million of the $114.2 million remedial liabilities include estimates related to the legal and administrative proceedings discussed in Note 18, "Commitments and Contingencies," as well as other such estimated remedial liabilities. (2) Amounts represent the high end of the range of management's best estimate of the reasonably possible additional liabilities. Revisions to remediation reserve requirements may result in upward or downward adjustments to income from operations in any given period. The Company believes that its extensive experience in the environmental services business, as well as its involvement with a large number of sites, provides a reasonable basis for estimating its aggregate liability. It is possible, however, that future changes in available technology, regulatory or enforcement developments, the results of environmental studies or other factors could necessitate the recording of additional liabilities or the revision of currently recorded liabilities that could be material. Since the Company's satisfaction of the liabilities will occur over many years, the Company cannot reasonably predict the nature or extent of possible future events or the impact that those events, if any, might have on the current estimates of remedial liabilities. (12) FINANCING ARRANGEMENTS The following table is a summary of the Company's financing arrangements (in thousands): Current Obligations: December 31, 2019 December 31, 2018 Senior secured Term Loan Agreement ("Term Loan Agreement") $ 7,535 $ 7,535 Long -Term Obligations: Senior secured Term Loan Agreement due June 30, 2024 Unsecured senior notes, at 4.875%, due July 15, 2027 ("2027 Notes") Unsecured senior notes, at 5.125%, due July 15, 2029 ("2029 Notes") Unsecured senior notes, at 5.125%, due June 1, 2021 ("2021 Notes") Long-term obligations, at par Unamortized debt issuance costs and premium, net Long-term obligations, at carrying value $ 727,162 $ 734,697 545,000 - 300,000 - - 845,000 1,572,162 1,579,697 (18,046) (14,676) $ 1,554,116 $ 1,565,021 Financing Activities Unsecured Senior Notes. On July 2, 2019, the Company completed a private placement of $545.0 million aggregate principal amount of 2027 Notes and $300.0 million aggregate principal amount of 2029 Notes (collectively, the "New Notes"). The 2027 Notes will mature on July 15, 2027, and the 2029 Notes will mature on July 15, 2029. Interest payments on each series of the New Notes will be paid semiannually on January 15 and July 15, commencing on January 15, 2020. 69 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company may redeem all or any portion of the 2027 Notes prior to July 15, 2022 or the 2029 Notes prior to July 15, 2024 at a redemption price equal to 100% of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, up to the date of redemption. Additionally, prior to July 15, 2022 for the 2027 Notes and July 15, 2024 for the 2029 Notes, the Company may use cash proceeds of one or more equity offerings to redeem up to 35% in aggregate principal of the 2027 Notes or the 2029 Notes at a redemption price equal to 104.875% or 105.125%, respectively, plus accrued and unpaid interest thereon, if any, up to the date of redemption. After the dates in the preceding paragraph, the Company may redeem all or any portion of the New Notes which remain outstanding at any time upon proper notice at the following redemption prices if redeemed during the twelve-month period commencing on July 15 of the years set forth below plus accrued and unpaid interest, if any, up to the date of redemption: 2027 Notes Year Percentage 2022 2023 2024 and thereafter 2029 Notes Year 2024 2025 2026 and thereafter 102.438% 101.219% 100.000% Percentage 102.563% 101.281% 100.000% Concurrently with the closing of the New Notes on July 2, 2019, the Company repurchased, using a portion of the net proceeds from the sale of the New Notes, an aggregate principal amount of $701.0 million of the 2021 Notes. The total amount paid in i' t'ic 2021 Notes was $706.2 million including $3.1 million of accrued interest. On July 17, 2019, the srjiut �il;i�iitg Company redeemed the remaining $144.0 million outstanding 2021 Notes, including $0.9 million of accrued interest, using the remaining net proceeds from the sale of the New Notes and available cash. In connection with this early repurchase and redemption of the 2021 Notes, the Company recorded a loss on early extinguishment of debt of $6.1 million during the year ended December 31, 2019. With the repurchase and redemption of the 2021 Notes, none of the Company's outstanding debt is registered under the Securities Act of 1933, as amended. The New Notes and the related indenture contain various customary non -financial covenants and are guaranteed by substantially all of the Company's current and future domestic subsidiaries. The New Notes are effectively subordinated to the Company's Term Loan Agreement, revolving credit facility and finance lease obligations to the extent of the value of the assets securing such secured indebtedness. The New Notes are effectively subordinated to all indebtedness and other liabilities of the Company's subsidiaries that are not guarantors of the New Notes. Senior Secured Term Loans. On April 17, 2018, the Company, and substantially all of the Company's domestic subsidiaries as guarantors, entered into the first amendment (the "First Amendment") of the Term Loan Agreement. The First Amendment reduced the applicable interest rate margin for the Company's term loans (the "Term Loans") outstanding under the Term Loan Agreement by 25 basis points for both Eurocurrency borrowings and base rate borrowings. After giving effect to the repricing, the applicable interest rate margins for the Term Loans are 1.75% for Eurocurrency borrowings and 0.75% for base rate borrowings. On July 19, 2018, the Company, and substantially all of the Company's domestic subsidiaries as guarantors, entered into an Incremental Facility Amendment (the "Incremental Facility Amendment") to the Company's Term Loan Agreement. The Incremental Facility Amendment increased the principal amount of the Term Loans outstanding under the Term Loan Agreement by $350.0 million. The Term Loans under the Term Loan Agreement will mature on June 30, 2024 and may be prepaid at any time without premium or penalty other than customary breakage costs with respect to Eurodollar based loans. The Company's obligations under the Term Loan Agreement are guaranteed by all of the Company's domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors. The effective annual interest rate of the Term Loans on December 31, 2019 was 3.55%. Concurrently with the closing on July 19, 2018 of the Incremental Facility Amendment, the Company repurchased $322.0 million aggregate principal of previously outstanding unsecured senior notes. The total amount paid to repurchases these notes 70 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) was $330.9 million inclusive of $7.9 million of accrued interest and $ 1.0 million of debt redemption fees. On August 1, 2018, the Company redeemed the remaining $78.0 million of principal of the previously outstanding notes. In connection with this redemption, the Company recorded a loss on early extinguishment of debt of $2.5 million during the year ended December 31, 2018. As of December 31, 2019 and December 31, 2018, the estimated fair value of the Company's outstanding long-term obligations, including the current portion, was $1.6 billion. The Company's estimates of the fair value of its long-term obligations, including the current portion, are based on quoted market prices or other available market data which are considered Level 2 measures according to the fair value hierarchy. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotation, or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities. Revolving Credit Facility. On November I, 2016, the Company and one of the Company's subsidiaries (the "Canadian Borrower") entered into an amended and restated credit agreement for the Company's revolving credit facility with Bank of America, N.A. ("BofA"), as agent for the lenders under the facility (the "Agent"). Under the amended and restated facility, the Company has the right to obtain revolving loans and letters of credit for a combined maximum of up to $300.0 million (with a sub -limit of $250.0 million for letters of credit) and the Canadian Borrower has the right to obtain revolving loans and letters of credit for a combined maximum of up to $100.0 million (with a $75.0 million sub -limit for letters of credit). Availability under the U.S. line is subject to a borrowing base basically comprised of 85% of the eligible accounts receivable of the Company and its U.S. subsidiaries plus 100% of cash deposited in a controlled account with the Agent, and availability under the Canadian line is subject to a borrowing base basically comprised of 85% of the eligible accounts receivable of the Company's Canadian subsidiaries plus 100% of cash deposited in a controlled account with the Agent's Canadian affiliate. Subject to certain conditions, the facility will expire on November 1, 2021. Borrowings under the revolving credit facility bear interest at a rate of, at the Company's option, either (i) LIBOR plus an applicable margin ranging from 1.25% to 1.50% per annum based primarily on the level of the Company's average liquidity for the most recent 30 day period or (ii) BofA's base rate plus an applicable margin ranging from 0.25% to 0.50% per annum based primarily on such average liquidity. There is also an unused line fee, calculated on the then unused portion of the lenders' $400.0 million maximum commitments, ranging from 0.25% to 0.30% per annum of the unused commitment. For outstanding letters of credit, the Company will pay to the lenders a fee equal to the then applicable LIBOR margin described above, and to the issuing banks a standard fronting fee and customary fees and charges in connection with all amendments, extensions, draws and other actions with respect to letters of credit. The Company's obligations under the revolving credit facility (including revolving loans and reimbursement obligations for outstanding letters of credit) are guaranteed by substantially all of the Company's U.S. subsidiaries and secured by a first lien on the Company's and its U.S. subsidiaries' accounts receivable. The Canadian Borrower's obligations under the facility are guaranteed by substantially all of the Company's Canadian subsidiaries and secured by a first lien on the accounts receivable of the Canadian subsidiaries. The Company utilizes letters of credit primarily as security for financial assurance which it has been required to provide to regulatory bodies for its hazardous waste facilities and which would be called only in the event that the Company fails to satisfy closure, post -closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. On August 1, 2018, the Company borrowed $50.0 million under the revolving credit facility in connection with the redemption of $78.0 million of previously outstanding unsecured senior notes. The Company repaid the $50.0 million borrowing during the fourth quarter of 2018. At December 31, 2019 and 2018, the revolving credit facility had no outstanding loan balances, availability of $229.2 million and $235.4 million, respectively, and outstanding letters of credit of $146.9 million and $130.1 million, respectively. Cash Flow Hedges The Company's strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements. Although the interest rate on the Term Loans is variable, the Company has effectively fixed the interest rate on $350.0 million principal outstanding by entering into interest rate swap agreements in 2018 with a notional amount of $350.0 million. Under the terms of the interest rate swap agreements, the Company receives interest based on the I -month LIBOR index and pays interest at a weighted average rate of approximately 2.92%, resulting in an effective annual interest rate of approximately 4.67%. 7l CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company recognizes derivative instruments as either assets or liabilities on the consolidated balance sheet at fair value. No ineffectiveness has been identified on these swaps and, therefore, the change in fair value is recorded in stockholders' equity as a component of accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the consolidated statement of operations in the same period or periods during which the hedged transaction affects earnings. As of December 31, 2019 and December 31, 2018, the Company recorded a derivative liability with a fair value of $20.8 million and $8.8 million, respectively, within accrued expenses in connection with these cash flow hedges. The fair value of the interest rate swaps is calculated using discounted cash flow valuation methodologies based upon the one -month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the interest rate swaps and as such is considered a Level 2 measure according to the fair value hierarchy. (13) INCOME TAXES The domestic and foreign components of income before provision (benefit) for income taxes were as follows (in thousands): For the years ended December 31, 2019 2018 2017 Domestic Foreign Total $ 156,571 $ 115,070 $ 101,714 (8,332) (20,588) (43,025) $ 148.239 $ 94.482 $ 58.689 The provision (benefit) for income taxes consisted of the following (in thousands): Current: Federal State Foreign Deferred Federal State Foreign Provision (benefit) for income taxes 72 For the years ended December 31, 2019 2018 2017 $ 20,482 $ (7,677) $ 25,613 14,564 12,653 11.083 7,448 4,781 4,589 42,494 9,757 41,285 7,933 19,899 (85,488) 550 (1,205) 1,085 (478) 395 1,068 8,005 19,089 (83,335) $ 50,499 $ 28,846 $ (42,050) CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company's effective tax rate for fiscal years 2019, 2018 and 2017 was 34.1%, 30.5% and (71 .6)%, respectively. The effective income tax rate varied from the amount computed using the statutory federal income tax rate as follows (in thousands): For the years ended December 31, 2019 2018 2017 Tax expense at US statutory rate State income taxes, net of federal benefit Foreign rate differential Valuation allowance Uncertain tax position interest and penalties Tax credits Non-deductible compensation Other Adjustment for Tax Cuts and Jobs Act Provision (benefit) for income taxes $ 31,130 $ 19,841 $ 20,541 10,597 8,711 4,547 276 (1,124) 3,733 4,459 10,466 16,552 474 (1,806) 3,730 (50) (9,799) - 1,922 1,813 256 1,691 1,032 1,600 - (288) (93,009) $ 50,499 $ 28,846 $ (42,050) Due to the Tax Cuts and Jobs Act (the "Tax Act") signed into law on December 22, 2017, the statutory rate in effect was 21% in 2019 and 2018, compared to 35% in 2017. For the year ended December 31, 2017, the Company calculated its best estimate of the impact of the Tax Act in its year- end income tax provision in accordance with its understanding of the Tax Act and guidance available as of the date of the 2017 Form 10-K filing and as a result recorded a net benefit of $93.0 million as a component of the 2017 income tax expense. This provisional net income tax benefit was comprised of a $100.5 million tax benefit for the remeasurement of deferred tax assets and liabilities to the 21% rate at which they are expected to reverse, offset by a one-time tax expense on deemed repatriation of $7.5 million. This one-time charge was after the utilization of $7.5 million of foreign tax credits which had full valuation allowances applied to them previously. During 2018, the Company completed its analysis of impacts of the Tax Act and specific to the one-time deemed repatriation, adjusted the previous amount recorded of $7.5 million to $6.6 million resulting in a $0.9 million benefit to tax expense recorded in 2018. The Company also recorded the final remeasurement of its deferred tax assets and liabilities and adjusted the deferred tax benefit from $100.5 million to $99.9 million or approximately $0.6 million of deferred expense recorded in 2018. The total net impact of changes in tax law resulted in a net benefit of approximately $0.3 million in 2018. During 2018, the Company also completed an analysis of certain federal manufacturing and research and development credit benefits for tax years 2014 through 2017. Upon the filing of its 2017 tax return in October 2018, the Company recognized $3.3 million of tax benefits and recognized an additional $7.1 million upon the amendments of its 2014 through 2016 tax returns for a net benefit recorded as a component of the 2018 tax provision of $9.8 million (shown as Tax credits in the table above). During the year ended December 31, 2018, the Company recorded $5.0 million of tax benefits related to tax deductible foreign currency losses to accumulated other comprehensive loss and as such these benefits are not included within the provision (benefit) for income taxes. 73 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The components of the total net deferred tax assets and liabilities as of December 31, 2019 and 2018 were as follows (in thousands): 2019 2018 Deferred tax assets: Provision for doubtful accounts Closure, post -closure and remedial liabilities Operating lease liabilities Accrued expenses Accrued compensation Net operating loss carryforwards(l) Tax credit carryforwards(2) Uncertain tax positions accrued interest and federal benefit Stock -based compensation Other Total deferred tax assets Deferred tax liabilities: Property, plant and equipment Operating lease right -of -use assets Permits and other intangible assets Prepaid expenses Total deferred tax liabilities Total net deferred tax liability before valuation allowance Less valuation allowance Net deferred tax liabilities $ 8,949 $ 10,715 26,960 28,380 40,879 17,602 15,686 7,155 7,774 50,824 43,284 16,909 16,909 4,176 519 2,435 3,440 10,418 7,067 186,307 133,774 (184,594) (164,246) (40,985) - (98,654) (103,539) (9,694) (9,187) (333,927) (276,972) (147,620) (143,198) (83,643) (79,295) $ (231,263) $ (222,493) (1) As of December 31, 2019, the net operating loss carryforwards included (i) state net operating loss carryovers of $201.8 million which will begin to expire in 2020, (ii) federal net operating loss carryforwards of $25.5 million which will begin to expire in 2025 and (iii) foreign net operating loss carryforwards of $145.0 million which will begin to expire in 2020. (2) As of December 31, 2019, the foreign tax credit carryforwards of $16.6 million will expire between 2020 and 2024. The Company has not accrued for any remaining undistributed foreign earnings. These amounts continue to be indefinitely reinvested in foreign operations. A valuation allowance is required to be established when, based on an evaluation of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, as of December 31, 2019 and 2018, the Company had a valuation allowance of $83.6 million and $79.3 million, respectively. The total allowance as of December 31, 2019 consisted of $16.5 million of foreign tax credits, $0.8 million of acquired federal net operating losses, $10.7 million of state net operating loss carryforwards, $34.1 million of foreign net operating loss carryforwards, $14.9 million of deferred tax assets of a Canadian subsidiary and $6.6 million of realized and unrealized capital losses. The allowance as of December 31, 2018 consisted of $16.5 million of foreign tax credits, $0.8 million of acquired federal net operating losses, $9.6 million of state net operating loss carryforwards and $22.7 million of foreign net operating loss carryforwards, $26.6 million of deferred tax assets of a Canadian subsidiary and $3.1 million of unrealized capital losses. 74 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The changes to unrecognized tax benefits (excluding related penalties and interest) from January 1, 2017 through December 31, 2019, were as follows (in thousands): 2019 2018 2017 Unrecognized tax benefits as of January 1 Additions to current year tax positions (Reductions) additions to prior year tax positions Expirations Foreign currency translation Unrecognized tax benefits as of December 31 $ 3,159 $ 5,121 $ 1,738 — — 1,457 3,354 (625) 2,031 (209) (1,115) (231) 110 (222) 126 $ 6,414 $ 3,159 $ 5,121 At December 31, 2019, 2018 and 2017, the Company had recorded $6.4 million, $3.2 million and $5.1 million, respectively, of unrecognized tax benefits that if recognized would affect the annual effective tax rate. The Company recorded $3.1 million of unrecognized tax benefits for Canadian Revenue Agency transfer pricing adjustments for which relief from double taxation has been requested. Therefore, an offsetting benefit of $3.1 million was also recorded resulting in no effect on the annual effective tax rate. At December 31, 2019, 2018 and 2017 the Company has accrued interest of $1.7 million, $0.8 million and $0.9 million, respectively, relative to unrecognized tax benefits. Interest expense that is recorded as a tax expense against the liability for unrecognized tax benefits for the years ended December 31, 2019, 2018 and 2017 included interest and penalties of $0.9 million, $(0.1) million and $0.5 million, respectively. The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. The Company's tax years 2014-2016 are currently under review by the Internal Revenue Service (the "IRS"). The Company does not believe the examination will result in material adjustments to previously filed returns. Additionally, any net operating losses that were generated in prior years and utilized in these years may also be subject to examination by the IRS. The Company may also be subject to examinations by state and local revenue authorities for calendar years 2014 through 2018. The Company has ongoing U.S. state and local jurisdictional audits, as well as Canadian federal and provincial audits, all of which the Company believes will not result in material liabilities. Due to expiring statute of limitation periods and the resolution of tax audits, the Company believes that total unrecognized tax benefits will decrease by approximately $0.2 million within the next 12 months. (14) EARNINGS PER SHARE The following are computations of basic and diluted earnings per share (in thousands, except for per share amounts): For the years ended December 31, Numerator for basic and diluted earnings per share: Net income Denominator: Weighted basic shares outstanding Dilutive effect of equity -based compensation awards Weighted dilutive shares outstanding Basic earnings per share Diluted earnings per share 2019 2018 2017 $ 97,740 $ 65,636 $ 100,739 55,845 56,148 57,072 284 192 128 56,129 56,340 57,200 $ 1.75 $ 1.17 $ 1.77 $ 1.74 $ 1.16 $ 1.76 For the years ended December 31, 2019, 2018 and 2017, all then outstanding performance awards and restricted stock awards were included in the calculation of diluted earnings per share except for 122,785, 79,390 and 152,831 respectively, of performance stock awards for which the performance criteria were not attained at the time and 16,304, 121,803 and 49,373 respectively, of restricted stock awards and performance stock awards which were excluded as their inclusion would have an antidilutive effect. 75 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (15) STOCKHOLDERS' EQUITY The Company's board of directors has authorized the repurchase of up to $600.0 million of the Company's common stock. The Company has funded and intends to continue to fund the repurchases through available cash resources. The repurchase program authorizes the Company to purchase the Company's common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases have depended and will depend on a number of factors including share price, cash required for future business plans, trading volume and other conditions. The Company has no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time. During the years ended December 31, 2019, 2018 and 2017, the Company repurchased and retired a total of approximately 0.3 million, 0.8 million and 0.9 million shares, respectively, of the Company's common stock for total costs of approximately $21.4 million, $45.1 million and $49.0 million, respectively. Through December 31, 2019, the Company has repurchased and retired a total of approximately 5.9 million shares of its common stock for approximately $315.3 million under this program. As of December 31, 2019, an additional $284.7 million remained available for repurchase of shares under this program. (16) ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in accumulated other comprehensive loss by component and related tax (loss) benefit for the years ended December 31, 2019; 2018 and 2017 were as follows (in thousands): U n realized (Losses) Foreign Gains on Unrealized Currency Available- Loss on Unfunded Translation for -Sale Interest Pension Adjustments Securities Rate Hedge Liability Total Balance at January 1, 2017 $ (212,211) $ (321) $ — $ (1,794) $ (214,326) Other comprehensive income before reclassifications 41,636 184 — 146 41,966 Amounts reclassified out of accumulated other comprehensive loss — 222 — — 222 Tax loss (231) — (38) (269) Other comprehensive income 41,636 175 — 108 41,919 Balance at December 31, 2017 (170,575) (146) (1,686) (172,407) Other comprehensive (loss) income before reclassifications (47,374) 182 (9,579) 124 (56,647) Amounts reclassified out of accumulated other comprehensive loss — 806 806 Tax benefit (loss) 5,024 (105) — (42) 4,877 Other comprehensive (loss) income (42,350) 77 (8,773) 82 (50,964) Balance at December31, 2018 (212,925) (69) (8,773) (1,604) (223,371) Other comprehensive income (loss) before reclassifications 25,130 (70) (14,401) 60 10,719 Amounts reclassified out of accumulated other comprehensive loss Tax loss Other comprehensive income (loss) Balance at December 31, 2019 - 332 2,335 - 2,667 (50) - (16) (66) 25,130 212 (12,066) 44 13,320 $ (187,7951 $ 143 $ (20,839) $ (1,560) $ (210,051) During the year ended December 31, 2018, the Company converted an intercompany loan with a foreign subsidiary to equity, which resulted in losses for tax purposes. The loan had been historically treated as a component of the Company's investment in that subsidiary, and as a result, foreign currency gains and losses on the loan had been accumulated as a component of other comprehensive (loss) income. The subsidiary continues to operate as part of the Company. The tax benefit of $5.0 million, which was triggered by the conversion, was therefore allocated to other comprehensive (loss) income rather than net income. 76 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The amounts reclassified out of accumulated other comprehensive loss into the consolidated statement of operations, with presentation location, during the years ended December 31, 2019, 2018, and 2017 were as follows (in thousands): For the years ended December 31, Other Comprehensive Income Components 2019 2018 2017 Location Unrealized (losses) gains on available -for -sale securities Unrealized loss on interest rate hedge (17) STOCK -BASED COMPENSATION $ (332) $ — $ (222) Other income (expense), net (2,335) (806) — Interest expense, net of interest income Stock -Based Compensation In 2010, the Company adopted an equity incentive plan (the "2010 Plan"), which provides for awards of up to 6,000,000 shares of common stock (subject to certain anti -dilution adjustments) in the form of (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, and (v) certain other stock -based awards. The Company ceased issuing stock options in 2008, and all awards issued to date under the 2010 Plan have been in the form of restricted stock awards and performance stock awards as described below. As of December 31, 2019 and 2018, the Company had restricted stock awards and performance stock awards outstanding under the 2010 Plan. The restricted stock awards generally vest over three to five years subject to continued employment. The performance stock awards vest depending on the satisfaction of certain performance criteria and continued service conditions as described below. Total stock -based compensation cost charged to selling, general and administrative expenses for the years ended December 31, 2019, 2018 and 2017 was $17.8 million, $16.8 million and $13.1 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock -based compensation was $3.1 million, $3.2 million and $3.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. Restricted Stock Awards The following table summarizes information about restricted stock awards for the year ended December 31, 2019: Restricted Stock Unvested at January 1, 2019 Granted Vested Forfeited Unvested at December 31, 2019 Weighted Average Number of Grant -Date Shares Fair Value 657,240 $ 174,114 (249,319) (59,438) 54.65 68.82 53.99 55.65 522.597 $ 59.57 As of December 31, 2019, there was $20.6 million of total unrecognized compensation cost arising from restricted stock awards. This cost is expected to be recognized over a weighted average period of 2.6 years. The total fair value of restricted stock vested during 2019, 2018 and 2017 was $16.8 million, $10.8 million and $7.3 million, respectively. Performance Stock Awards The following table summarizes information about performance stock awards for the year ended December 31, 2019: Performance Stock Unvested at January 1, 2019 Granted Vested Forfeited Unvested at December 31, 2019 77 Weighted Average Number of Grant -Date Shares Fair Value 213,490 $ 125,034 (105,583) (28,388) 204,553 $ 55.71 70.77 55.68 56.82 64.78 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 31, 2019, there was $2.8 million of total unrecognized compensation cost arising from performance stock awards whereby the performance conditions had been met or were deemed probable of vesting. The total fair value of performance awards vested during 2019, 2018 and 2017 was $8.1 million, $1.2 million and $3.0 million, respectively. (18) COMMITMENTS AND CONTINGENCIES Legal and Administrative Proceedings The Company and its subsidiaries are subject to legal proceedings and claims arising in the ordinary course of business. Actions filed against the Company arise from commercial and employment -related claims including alleged class actions related to sales practices and wage and hour claims. The plaintiffs in these actions may be seeking damages or injunctive relief or both. These actions are in various jurisdictions and stages of proceedings, and some are covered in part by insurance. In addition, the Company's waste management services operations are regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise protect the environment. This ongoing regulation results in the Company frequently becoming a party to legal or administrative proceedings involving all levels of government authorities and other interested parties. The issues involved in such proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by the Company or by other parties ("third -party sites") to which either the Company or the prior owners of certain of the Company's facilities shipped waste. At December 31, 2019 and 2018, the Company had recorded reserves of $26.0 million and $25.4 million, respectively, for actual or probable liabilities related to the legal and administrative proceedings in which the Company was then involved, the principal of which are described below. In management's opinion, it is not reasonably possible that the potential liability beyond what has been recorded, if any, that may result from these actions, either individually or collectively, will have a material effect on our financial position, results of operations or cash flows. The Company periodically adjusts the aggregate amount of these reserves when actual or probable liabilities are paid or otherwise discharged, new claims arise, or additional relevant information about existing or probable claims becomes available. As of December 31, 2019 and 2018, the $26.0 million and $25.4 million, respectively, of reserves consisted of(i) $18.4 million and $17.9 million, respectively, related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $7.6 million and $7.5 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets. As of December 31, 2019, the principal legal and administrative proceedings in which the Company was involved, or which had been terminated during 2019, were as follows: Ville Mercier. In September 2002, the Company acquired the stock of a subsidiary (the "Mercier Subsidiary") which owns a hazardous waste incinerator in Ville Mercier, Quebec (the "Mercier Facility"). The property adjacent to the Mercier Facility, which is also owned by the Mercier Subsidiary, is now contaminated as a result of actions dating back to 1968, when the Government of Quebec issued to a company unrelated to the Mercier Subsidiary two permits to dump organic liquids into lagoons on the property. In 1999, Ville Mercier and three neighboring municipalities filed separate legal proceedings against the Mercier Subsidiary and the Government of Quebec. In 2012, the municipalities amended their existing statement of claim to seek $2.9 million (CAD $) in general damages and $10.0 million (CAD $) in punitive damages, plus interest and costs, as well as injunctive relief. Both the Government of Quebec and the Company have filed summary judgment motions against the municipalities. The parties are attempting to negotiate a resolution and hearings on the motions have been delayed. In September 2007, the Quebec Minister of Sustainable Development, Environment and Parks issued a notice pursuant to Section 115.1 of the Environment Quality Act, superseding notices issued in 1992, which are the subject of the pending litigation. The more recent notice notifies the Mercier Subsidiary that, if the Mercier Subsidiary does not take certain remedial measures at the site, the Minister intends to undertake those measures at the site and claim direct and indirect costs related to such measures. The Company has accrued for costs expected to be incurred relative to the resolution of this matter and believes this matter will not have future material effect on its financial position or results of operations. Safety-Kleen Legal Proceedings. On December 28, 2012, the Company acquired Safety-Kleen, Inc. ("Safety-Kleen") and thereby became subject to the legal proceedings in which Safety-Kleen was a party on that date. In addition to certain Superfund proceedings in which Safety-Kleen has been named as a potentially responsible party as described below under "Superfund Proceedings," the principal such legal proceedings involving Safety-Kleen which were outstanding as of December 31, 2019 were as follows: Product Liability Cases. Safety-Kleen has been named as a defendant in various lawsuits that are currently pending in various courts and jurisdictions throughout the United States, including approximately 55 proceedings (excluding cases which 78 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) have been settled but not formally dismissed) as of December 31, 2019, wherein persons claim personal injury resulting from the use of Safety-Kleen's parts cleaning equipment or cleaning products. These proceedings typically involve allegations that the solvent used in Safety-Kleen's parts cleaning equipment contains contaminants and/or that Safety-Kleen's recycling process does not effectively remove the contaminants that become entrained in the solvent during their use. In addition, certain claimants assert that Safety-Kleen failed to warn adequately the product user of potential risks, including a historic failure to warn that solvent contains trace amounts of toxic or hazardous substances such as benzene. The Company maintains insurance that it believes will provide coverage for these product liability claims (over amounts accrued for self -insured retentions and deductibles in certain limited cases), except for punitive damages to the extent not insurable under state law or excluded from insurance coverage. The Company also believes that these claims lack merit and has historically vigorously defended, and intends to continue to vigorously defend, itself and the safety of its products against all of these claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Consequently, The Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of December 31, 2019. From January 1, 2019 to December 31, 2019, 27 product liability claims were settled or dismissed. Due to the nature of these claims and the related insurance, the Company did not incur any expense as insurance provided coverage in full for all such claims. Safety-Kleen may be named in similar, additional lawsuits in the future, including claims for which insurance coverage may not be available. Superfund Proceedings The Company has been notified that either the Company (which, since December 28, 2012, includes Safety-Kleen) or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations have been identified as PRPs or potential PRPs in connection with 130 sites which are subject to or are proposed to become subject to proceedings under federal or state Superfund laws. Of the 130 sites, five (including the BR Facility described below) involve facilities that are now owned or leased by the Company and 125 involve third -party sites to which either the Company or the prior owners of certain of the Company's facilities shipped waste. Of the 125 third -party sites, 31 are now settled, 16 are currently requiring expenditures on remediation and 78 are not currently requiring expenditures on remediation. In connection with each site, the Company has estimated the extent, if any, to which it may be subject, either directly or as a result of any indemnification obligations, for cleanup and remediation costs, related legal and consulting costs associated with PRP investigations, settlements, and related legal and administrative proceedings. The amount of such actual and potential liability is inherently difficult to estimate because of, among other relevant factors, uncertainties as to the legal liability (if any) of the Company or the prior owners of certain of the Company's facilities to contribute a portion of the cleanup costs, the assumptions that must be made in calculating the estimated cost and timing of remediation, the identification of other PRPs and their respective capability and obligation to contribute to remediation efforts, and the existence and legal standing of indemnification agreements (if any) with prior owners, which may either benefit the Company or subject the Company to potential indemnification obligations. The Company believes its potential liability could exceed $100,000 at 10 of the 125 third - party sites. BR Facility. The Company acquired in 2002 a former hazardous waste incinerator and landfill in Baton Rouge (the "BR Facility"), for which operations had been previously discontinued by the prior owner. In September 2007, the EPA issued a special notice letter to the Company related to the Devil's Swamp Lake Site ("Devil's Swamp") in East Baton Rouge Parish, Louisiana. Devil's Swamp includes a lake located downstream of an outfall ditch where wastewater and storm water have been discharged, and Devil's Swamp is proposed to be included on the National Priorities List due to the presence of Contaminants of Concern ("COC") cited by the EPA. These COCs include substances of the kind found in wastewater and storm water discharged from the BR Facility in past operations. The EPA originally requested COC generators to submit a good faith offer to conduct a remedial investigation feasibility study directed towards the eventual remediation of the site. In 2018 the Company completed performing corrective actions at the BR Facility under an order issued by the Louisiana Department of Environmental Quality, and has also completed conducting the remedial investigation and feasibility study for Devil's Swamp under an order issued by the EPA. The Company cannot presently estimate the potential additional liability for the Devil's Swamp cleanup until a final remedy is selected by the EPA with issuance of a Record of Decision. Third -Party Sites. Of the 125 third -party sites at which the Company has been notified it is a PRP or potential PRP or may have indemnification obligations, Clean Harbors has an indemnification agreement at 11 of these sites with Chem Waste, a former subsidiary of Waste Management, Inc., and at six additional of these third -party sites, Safety-Kleen has a similar indemnification agreement with McKesson Corporation. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 17 sites for waste disposed prior to the Company's (or Safety-Kleen's) acquisition of the former subsidiaries of Waste Management and McKesson which had shipped waste to those sites. 79 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accordingly, Waste Management or McKesson are paying all costs of defending those subsidiaries in those 17 cases, including legal fees and settlement costs. However, there can be no guarantee that the Company's ultimate liabilities for those sites will not exceed the amount recorded or that indemnities applicable to any of these sites will be available to pay all or a portion of related costs. Except for the indemnification agreements which the Company holds from ChemWaste, McKesson and two other entities, the Company does not have an indemnity agreement with respect to any of the 125 third -party sites discussed above. Federal, State and Provincial Enforcement Actions From time to time, the Company pays fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. As of December 31, 2019 and 2018, there were I2 and 10 proceedings, respectively, for which the Company reasonably believes that the sanctions could equal or exceed $100,000. The Company believes that the fines or other penalties in these or any of the other regulatory proceedings will, individually or in the aggregate, not have a material effect on its financial condition, results of operations or cash flows. Self -Insurance Liabilities Under the Company's insurance programs, coverage is obtained for catastrophic exposures, as well as those risks required to be insured by law or contract. The Company's policy is to retain a significant portion of certain expected losses related to workers' compensation, employee medical, comprehensive general liability and vehicle liability. A portion of these self -insured liabilities are managed through its wholly -owned captive insurance subsidiary. Provisions for losses expected under these programs are recorded based upon the Company's estimates of the aggregate liability for claims. The current deductible per participant per year for the employee medical insurance policy is $0.8 million. The current deductible per occurrence for workers' compensation is $1.0 million, general liability is $2.0 million and vehicle liability is $2.0 million. The retention per claim for the environmental impairment policy is $1.0 million. At December 31, 2019 and 2018, the Company had accrued $59.4 million and $53.9 million, respectively, for its self-insurance liabilities (exclusive of employee medical insurance) using a risk -free discount rate of 1.52% and 2.96%, respectively. Anticipated payments for contingencies related to workers' compensation, comprehensive general liability and vehicle liability related claims at December 31, 2019 for each of the next five years and thereafter were as follows (in thousands): Years endine December 31, 2020 2021 2022 2023 2024 Thereafter Undiscounted self-insurance liabilities Less: Discount Total self-insurance liabilities (included in accrued expenses) $ 20,838 12,675 8,951 6,097 4,743 7,659 60,963 1,570 $ 59,393 (19) LEASES As of December 31, 2019, the Company's lease portfolio was predominately operating leases for real estate, vehicles and rail cars. The Company presents operating lease balances separately on the consolidated balance sheet. The Company's finance leases relate to certain buildings and equipment. The following table presents our finance lease balances and their classification on the consolidated balance sheet as of December 31, 2019 (in thousands): Finance Lease Balances (Classification) December 31, 2019 ROU assets (Property, plant and equipment, net) Current portion of lease liabilities (Accrued expenses) Long-term portion of lease liabilities (Deferred taxes, unrecognized tax benefits and other long-term liabilities) $ 32,307 801 34,517 80 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company's lease expense was as follows (in thousands): For the year ended December 31, 2019 Operating lease cost Finance lease cost: Amortization of ROU assets Interest on lease liabilities Total finance lease cost Short-term lease cost Variable lease cost Total lease cost Other information related to leases was as follows: Weighted Average Remaining Lease Term (years) Operating leases Finance leases Weighted Average Discount Rate Operating leases Finance leases Supplemental Cash Flow Related Disclosures (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases Operating cash flows from finance leases Financing cash flows from finance leases ROU assets obtained in exchange for operating lease liabilities ROU assets obtained in exchange for finance lease liabilities $ 55,402 1,142 1,415 2,557 84,749 6,702 $ 149,410 December 31, 2019 5.1 21.3 5.29% 4.97% For the year ended December 31, 2019 $ 56,240 1,415 586 17,699 33,449 At December 31, 2019, the Company's future lease payments under non -cancelable leases that have lease terms in excess of one year were as follows (in thousands): Years ending December 31,, 2020 2021 2022 2023 2024 Thereafter Total future lease payments Amount representing interest Total lease liabilities Operating Finance Leases Leases $ 50,814 $ 2,733 38,705 2,782 31,052 2,836 22,723 2,895 15,787 2,825 28,444 51,151 187,525 65,222 (25,526) (29,904) $ 161,999 $ 35,318 At December 31, 2019, none of the Company's executed leases that had not yet commenced will create significant rights or obligations in the future and its sublease transactions are not material. Additionally, the Company does not have any related party leases, and there were no restrictions or covenants imposed by its leases. 81 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Disclosures related to relevant periods prior to adoption of Topic 842 The following is a summary of future minimum payments under operating leases that have initial or remaining non - cancelable lease terms in excess of one year at December 31, 2018 (in thousands): Year 2019 2020 2021 2022 2023 Thereafter Total minimum lease payments Total Operating Leases $ 56,480 45,467 33,564 24,509 15,253 35,778 $ 211,051 During the years ended December 31, 2018 and 2017, rent expense, including short-term rentals, was approximately $141.1 million and $125.4 million, respectively. (20) SEGMENT REPORTING Segment reporting is prepared on the same basis that the Company's chief executive officer, who is the Company's chief operating decision maker, manages the business, makes operating decisions and assesses performance. The Company is managed and reports as two operating segments; (i) the Environmental Services segment which consists of the Company's historical Technical Services, Industrial Services, Field Services and Oil, Gas and Lodging businesses, and (ii) the Safety-Kleen segment. Third -party revenue is revenue billed to outside customers by a particular segment. Direct revenues is revenue allocated to the segment providing the product or service. Intersegment revenues represent the sharing of third -party revenues among the segments based on products and services provided by each segment as if the products and services were sold directly to the third -party. The intersegment revenues are shown net. The operations not managed through the Company's operating segments described above are recorded as "Corporate Items." The following tables reconcile third -party revenues to direct revenues for the years ended December 31, 2019, 2018 and 2017 (in thousands): Third -party revenues Intersegment revenues, net Corporate Items, net Direct revenues Third -party revenues Intersegment revenues, net Corporate Items, net Direct revenues For the year ended December 31, 2019 Environmental Corporate Services Safety-Kleen Items $ 2,092,363 $ 1,318,691 $ 140,577 (140,577) 4,128 15 (4,143) Totals 1,136 $ 3,412,190 $ 2,237,068 $ 1,178,129 $ (3,007) $ 3,412,190 For the year ended December 31, 2018 Environmental Corporate Services Safety-Kleen Items Totals $ 2,003,843 $ 1,295,355 $ 1,105 $ 3,300,303 134,104 (134,104) 3,247 31 (3,278) $ 2,141,194 $ 1,161,282 $ (2,173) $ 3,300,303 82 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the year ended December 31, 2017 Third -party revenues Intersegment revenues, net Corporate Items, net Direct revenues Environmental Corporate Services Safety-Kleen Items Totals $ 1,728,700 $ 1,213,703 $ 2,575 $ 2,944,978 125,822 (125,822) 2,952 5 (2,957) $ 1,857,474 $ 1,087,886 $ (382) $ 2,944,978 The primary financial measure by which the Company evaluates the performance of its segments is Adjusted EBITDA, which consists of net income plus accretion of environmental liabilities, depreciation and amortization, net interest expense, loss on early extinguishment of debt and provision (benefit) for income taxes and excludes other gains, losses and non -cash charges not deemed representative of fundamental segment results and other (income) expense, net. Transactions between the segments are accounted for at the Company's best estimate based on similar transactions with outside customers. The following table presents Adjusted EBITDA information used by management by reported segment (in thousands): For the years ended December 31, 2019 2018 2017 Adjusted EBITDA: Environmental Services $ 446,284 $ 380,856 $ 321,310 Safety-Kleen 282,378 282,029 249,811 Corporate Items (188,345) (171,880) (145,464) Total 540,317 491,005 425,657 Reconciliation to Consolidated Statements of Operations: Accretion of environmental liabilities 10,136 9,806 9,460 Depreciation and amortization 300,725 298,625 288,422 Income from operations 229,456 182,574 127,775 Other (income) expense, net (2,897) 4,510 6,119 Loss on early extinguishment of debt 6,131 2,488 7,891 Gain on sale of businesses (687) — (30,732) Interest expense, net of interest income 78,670 81,094 85,808 Income from operations before provision (benefit) for income taxes $ 148,239 $ 94,482 $ 58,689 The following table presents assets by reported segment and in the aggregate (in thousands): Property, plant and equipment, net Environmental Services Safety-Kleen Corporate Items Total property, plant and equipment, net Goodwill and Permits and other intangibles, net Environmental Services Goodwill Permits and other intangibles, net Total Environmental Services Safety-Kleen Goodwill Permits and other intangibles, net Total Safety-Kleen Total 83 December 31, 2019 December 31, 2018 $ 939,352 $ 951,867 555,310 553,220 93,489 56,891 $ 1,588,151 $ 1,561,978 $ 212,531 $ 207,019 89,722 93,313 302,253 300,332 $ 312,482 $ 307,170 329,344 348,562 641,826 655,732 $ 944,079 $ 956,064 CLEAN HARBORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Geographic Information As of December 31, 2019 and 2018, the Company had property, plant and equipment, net of depreciation and amortization and permits and other intangible assets, net of amortization in the following geographic locations (in thousands): December 31, 2019 December 31, 2018 Total % of Total Total % of Total Property, plant and equipment, net United States Canada and other foreign Total property, plant and equipment, net Permits and other intangibles, net United States Canada and other foreign Total permits and other intangibles, net $ 1,273,205 80.2% $ 1,233,949 79,0% 314,946 19.8 328,029 21.0 $ 1,588.151 100.0% $ 1,561.978 100.0% $ 372,609 88.9% $ 393,045 46,457 11.1 48,830 $ 419,066 100.0% $ 441,875 100.0% 88.9% 11.1 The following table presents the total assets by geographical area (in thousands): United States Canada and other foreign Total (21) QUARTERLY DATA (UNAUDITED) (in thousands, except per share amounts) 2019 Total revenues Cost of revenues (I) Income from operations Other income (expense), net Net income (2) Basic earnings per share(3) Diluted earnings per share (3) (in thousands, except per share amounts) 2018 Total revenues Cost of revenues(') Income from operations Other (expense) income, net Net (loss) income (2) Basic (loss) earnings per share (3) Diluted (loss) earnings per share (3) First Quarter Second Quarter December 31, 2019 December 31, 2018 $ 3,413,254 $ 3,090,311 695,650 648,010 $ 4,108,904 $ 3,738,321 Third Quarter Fourth Quarter $ 780,839 $ 868,678 $ 891,668 $ 871,005 564,364 594,933 612,754 615,768 23,734 73,048 80,367 52,307 2,983 (564) (427) 905 976 36,244 36,369 24,151 0.02 0.65 0.65 0.43 0.02 0.65 0.65 0.43 First Quarter Second Quarter Third Quarter Fourth Quarter $ 749,778 $ 849,140 $ 843,181 $ 858,204 546,425 583,584 580,685 594,857 10,991 64,353 65,745 41,485 (299) 846 (996) (4,061) (12,631) 30,747 31,089 16,431 (0.22) 0.55 0.55 0.29 (0.22) 0.54 0.55 0.29 (1) Accretion of environmental liabilities and depreciation and amortization are shown separately on the consolidated statements of operations. (2) Net income in the third quarters of 2019 and 2018 included a $6.1 million and $2.5 million loss on early extinguishment of debt, respectively. (3) Earnings (loss) per share are computed independently for each of the quarters presented. Accordingly, the quarterly basic and diluted earnings (loss) per share may not equal the total computed for the year. 84 CLEAN HARBORS, INC. AND SUBSIDIARIES SCHEDULE It VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, 2019 (in thousands) Allowance for Doubtful Accounts 2017 2018 2019 Balance Beginning of Additions Charged to Deductions from Balance Period Operating Expense Reserves (I) End of Period $ 15,046 $ 7,901 $ 6,774 $ 16,173 16,173 15,817 5,622 26,368 26,368 2,408 6,283 22,493 (I) Amounts deemed uncollectible, net of recoveries. Revenue Allowancel2l 2017 2018 2019 Balance Beginning of Additions Charged to Deductions front Balance Period Revenue Reserves End of Period $ 14,203 $ 24,862 $ 27,439 $ 11,626 11,626 41,338 35,017 17,947 17,947 35,549 37,278 16,218 (2) Due to the nature of the Company's businesses and the invoices that result from the services provided, customers may withhold payments and attempt to renegotiate amounts invoiced. In addition, for some of the services provided, the Company's invoices are based on quotes that can either generate credits or debits when the actual revenue amount is known. Based on industry knowledge and historical trends, the Company records a revenue allowance accordingly. This practice causes the volume of activity flowing through the revenue allowance during the year to be higher than the balance at the end of the year. Increases in overall sales volumes and the expansion of the customer base in recent years have also increased the volume of additions and deductions to the allowance during the year. The revenue allowance is intended to cover the net amount of revenue adjustments that may need to be credited to customers' accounts in future periods. Management determines the appropriate total revenue allowance by evaluating the following factors on a customer -by -customer basis as well as on a consolidated level: trends in adjustments to previously billed amounts, existing economic conditions and other information as deemed applicable. Revenue allowance estimates can differ materially from the actual adjustments, but historically the revenue allowance has been sufficient to cover the net amount of the reserve adjustments issued in subsequent reporting periods. Valuation Allowance on Deferred Tax Assets 2017 2018 2019 Balance Additions Beginning of Charged to Income Other Changes Balance Period Tax Expense to Reserves End of Period $ 55,189 $ 68,355 79,295 9,052 $ 4,114 $ 68,355 10,466 474 79,295 4,459 (111) 83,643 85 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined under Rule I3a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were effective as of December 31, 2019 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management's Annual Report on Internal Control Over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rule 13a -15(t). Under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of its internal control over financial reporting based on the framework in Internal Control —Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management evaluated the effectiveness of Clean Harbors internal control over financial reporting as of December 31, 2019. Based on their evaluation under the framework in Internal Control —Integrated Framework (2013), the Company's management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2019 based on the criteria in the Internal Control —Integrated Framework (2013). Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company's consolidated financial statements, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2019, which is included below in this Item 9A of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Limitations on the Effectiveness of Controls The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent all errors and all fraud. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Further, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations of controls and procedures and internal control over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. 86 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Clean Harbors, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Clean Harbors, Inc. and subsidiaries (the "Company") as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 26, 2020 expressed an unqualified opinion on those financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (I) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts February 26, 2020 87 ITEM 9B. OTHER INFORMATION Not applicable. PART III Except for the information set forth below under Item 12 with respect to securities authorized for issuance under the registrant's equity compensation plans, the information called for by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions and Director Independence) and Item 14 (Principal Accountant Fees and Services) is incorporated herein by reference to the registrant's definitive proxy statement for its 2020 annual meeting of shareholders, which definitive proxy statement will be filed with the Securities and Exchange Commission by April 22, 2020. For the purpose of calculating the aggregate market value of the voting stock of the registrant held by non -affiliates as shown on the cover page of this report, it has been assumed that the directors and executive officers of the registrant, as will be set forth in the Company's definitive proxy statement for its 2020 annual meeting of shareholders, are the only affiliates of the registrant. However, this should not be deemed to constitute an admission that all of such persons are, in fact, affiliates or that there are not other persons who may be deemed affiliates of the registrant. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS In addition to the information about the security ownership of certain beneficial owners and management and related stockholder matters which is incorporated herein by reference to the Company's definitive proxy statement for the Company's 2020 annual meeting of shareholders, the following table includes information as of December 31, 2019 regarding shares of common stock authorized for issuance under the Company's equity compensation plan. The Company's shareholders previously approved the plan. Plan Category Equity compensation plan approved by security holders(') Number of securities to be issued upon exercise of outstanding options and rights(a) Weighted average exercise price of outstanding options and rights(b) Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))(c) $ 3,853,811 (1) Includes the Company's 2010 Stock Incentive Plan (the "2010 Plan") under which there were on December 31, 2019 no outstanding options but 3,853,811 shares were available for grant of stock options, stock appreciation rights, restricted stock, restricted stock units and certain other stock -based awards. See Note 17, "Stock -Based Compensation," to the Company's consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," in this report. 88 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents Filed as a Part of this Report Page 1. Financial Statements: Report of Independent Registered Public Accounting Firm 44 Consolidated Balance Sheets as of December 31, 2019 and 2018 46 Consolidated Statements of Operations for the Three Years Ended December 31, 2019 47 Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2019 48 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2019 49 Consolidated Statements of Stockholders' Equity for the Three Years Ended December 31, 2019 50 Notes to Consolidated Financial Statements 51 2. Financial Statement Schedule: Schedule II Valuation and Qualifying Accounts for the Three Years Ended December 31, 2019 85 All other schedules are omitted because they are not applicable, not required, or because the required information is included in the financial statements or notes thereto. 3. Exhibits: The list of exhibits filed as part of this annual report on Form 10-K is set forth on the Exhibit Index immediately following the signature page to this report, and such Exhibit Index is incorporated herein by reference. Exhibits to this annual report on Form 10-K have been included only with the copies of the Form 10-K filed with the Securities and Exchange Commission. Upon request to the Company and payment of a reasonable fee, copies of the individual exhibits will be furnished. The Company undertakes to furnish to the Commission upon request copies of instruments (in addition to the exhibits listed below) relating to the Company's acquisitions and long-term debt. ITEM 16. FORM 10-K SUMMARY None 89 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 26, 2020. CLEAN HARBORS, INC. By: Is/ ALAN S. MCKIM Alan S. McKim Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title /s/ ALAN S. MCKIM Chairman, President and Chief Executive Officer Alan S. McKim Is/ MICHAEL L. BATTLES Executive Vice President and Chief Financial Officer Michael L. Battles Is/ ERIC J. DI 'GAS Senior Vice President, Finance and ChieiAccounting Officer Eric J. Dugas Gene Banucci * Edward G. Galante * Rod Marlin * John T. Preston * Andrea Robertson * Thomas J. Shields * Lauren C. States John R. Welch Robert Willett Director Director Director Director Director Director Director Director Director *By: Is/ ALAN S. MCKIM Alan S. McKim Attorney -in -Fact 90 Date February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 February 26, 2020 EXHIBIT INDEX Item No. Description Location 2.1 Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of February 22, 2002 2.2 First Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of March 8, 2002 2.3 Second Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc. as Seller, and Clean Harbors, Inc. as Purchaser, dated as of April 30, 2002 2.4 Third Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of September 6, 2002 2.5 Fourth Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller and Clean Harbors, Inc., as Purchaser, dated as of July 14, 2003 2,6 Agreement and Plan of Merger dated as of October 26, 2012 among Safety-Kleen, Inc., Clean Harbors, Inc., and CH Merger Sub, Inc. 3.1A Restated Articles of Organization of Clean Harbors, Inc. 3.1B Articles of Amendment [as filed on May 9, 2011] to Restated Articles of Organization of Clean Harbors 3.4D Amended and Restated By -Laws of Clean Harbors, Inc. 3.4E Description of rights of holders of Clean Harbors, Inc. common stock 4.34 Fifth Amended and Restated Credit Agreement dated as of November 1, 2016 among Clean Harbors, Inc., as the U.S. Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto 4.34B Amended and Restated Security Agreement (Canadian Domiciled Loan Parties) dated as of November 1, 2016 among Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc. listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent 4.34C Amended and Restated Guarantee (U.S. Domiciled Loan Parties-U.S. Facility Obligations) dated as of November 1, 2016 executed by the U.S. Domiciled Subsidiaries of Clean Harbors, Inc. named therein in favor of Bank of America, N.A., as Agent for itself and the other U.S. Facility Secured Parties 4.34D Amended and Restated Guarantee (Canadian Domiciled Loan Parties -Canadian Facility Obligations) dated as of November 1, 2016 executed by the Canadian Domiciled Subsidiaries of Clean Harbors, Inc. named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties 4.34E Amended and Restated Guarantee (U.S. Domiciled Loan Parties -Canadian Facility Obligations) dated as of November 1, 2016 executed by Clean Harbors, Inc. and the U.S. Domiciled Subsidiaries of Clean Harbors, Inc. named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties 4.34F First Amendment to Credit Agreement, dated as of June 30, 2017, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, Inc., the other Loan Parties party thereto, certain of the Lenders party thereto, which constitute the "Required Lenders", and Bank of America, N.A., as Administrative Agent 4.34G Second Amended and Restated Security Agreement (U.S. Domiciled Loan Parties) dated as of June 30, 2017, among Clean Harbors, Inc., as the U.S. Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc. listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent 4.34H Second Amendment to Credit Agreement, dated as of July 19, 2018, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, the Other Loan Parties party thereto, certain of the Lenders party thereto which constitute the "Required Lenders," and Bank of America, N.A., as Agent. 4.341 Third Amendment to Credit Agreement, dated as of July 2, 2019, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, Inc., the Other Loan Parties party thereto, certain of the Lenders party thereto which constitute the "Required Lenders," and Bank of America, N.A., as Agent 4.34J Fourth Amendment to Credit Agreement, dated as of February 20, 2020, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, Inc., the Other Loan Parties party thereto, certain of the Lenders party thereto which constitute the "Required Lenders," and Bank of America, N.A., as Agent (1) (2) (3) (4) (5) (12) (12) (13) (14) Filed herewith 91 Item No. Description 4.43 Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto 4.43A Security Agreement dated as of June 30, 2017, among Clean Harbors, Inc. and its subsidiaries listed on Annex A thereto or that become a party thereto as the Grantors, and Goldman Sachs Lending Partners LLC, as the Agent 4.43B First Amendment to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto. 4.43C Incremental Facility Amendment dated July 19, 2018, to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto 4.44 Intercreditor Agreement dated as of June 30, 2017, among Clean Harbors, Inc., and the subsidiaries of Clean Harbors, Inc. listed on the signature pages thereto (together with any subsidiary that becomes a party thereto after the date thereof), Bank of America, N.A., as the Initial ABL Agent, and Goldman Sachs Lending Partners LLC, as agent under the Term Loan Agreement 4.45 Indenture dated as of July 2, 2019, among Clean Harbors, Inc., as Issuer, the subsidiaries of Clean Harbors, Inc. named therein as Guarantors, and U.S. Bank National Association, as Trustee 10.43* Key Employee Retention Plan 10.43A* Form of Severance Agreement under Key Employee Retention Plan with Confidentiality and Non -Competition Agreement 10.52C* Clean Harbors, Inc. Management Incentive Plan [as amended and restated effective January 1, 2017] 10.54* Clean Harbors, Inc. 2010 Stock Incentive Plan [as amended on May 10, 2010] 10.54A* Revised form of Restricted Stock Award Agreement [Non -Employee Director] [for use under 2010 Stock Incentive Plan] 10.54B* Revised form of Restricted Stock Award Agreement [Employee] [for use under Clean Harbors, Inc. 2010 Stock Incentive Plan] 10.54C* Revised form of Performance -Based Restricted Stock Award Agreement [for use under Clean Harbors, Inc. 2010 Stock Incentive Plan] 10.54D* Amendment to Section 8 and 10(i) of the Company's 2010 Stock Incentive Plan 10.56* Mike Battles accepted offer letter effective as of January 6, 2016 10.57* Clean Harbors, Inc. 2019 CEO Annual Incentive Bonus Plan 21 Subsidiaries 23 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney 31.1 Rule 13a-14a/15d-14(a) Certification of the CEO Alan S. McKim 31.2 Rule 13a-14a/15d-14(a) Certification of the CFO Michael L. Battles 32 Section 1350 Certifications 101 The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in iXBRL Online eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text 104 Cover page from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in iXBRL and contained in Exhibit 101. Location (12) (14) (16) (17) (18) (19) (17) (17) (17) (20) (21) (22) Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith (23) A "management contract or compensatory plan or arrangement" filed as an exhibit to this report pursuant to Item 15(a) (3) of Form 10-K. 92 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) (23) Incorporated by reference to the similarly numbered exhibit to the 2002. Incorporated by reference to the similarly numbered exhibit to the ended December 3l, 2001. Incorporated by reference to the similarly numbered exhibit to the Quarterly Period ended March 31, 2002. Incorporated by reference to the similarly numbered exhibit to the 25, 2002. Incorporated by reference to the similarly numbered exhibit to the Quarterly Period ended June 30, 2003. Incorporated by reference to the similarly numbered exhibit to the 2012. Incorporated by reference to the similarly numbered exhibit to the 2005. Incorporated by reference to the similarly numbered exhibit to the 2011. Incorporated by reference to the similarly numbered exhibit to the 2014. Company's Form 8-K Report filed on February 28, Company's Form 10-K Annual Report for the Year Company's Form l0 -Q Quarterly Report for the Company's Form 8-K Report filed on September Company's Form 10-Q Quarterly Report for the Company's Form 8-K Report filed on October 31, Company's Form 8-K Report filed on May 19, Company's Form 8-K Report filed on May 12, Company's Form 8-K Report filed on December 22, Incorporated by reference to prospectus supplement dated November 28, 2012 filed on November 28, 2012 under the Company's Registration Statement on Form S-3 (File No. 333-185 Incorporated by reference to the similarly numbered exhibit to the 2016. Incorporated by reference to the similarly numbered exhibit to the Company's 8-K Report filed on June 30, 2017. Incorporated by reference to the similarly numbered exhibit to the Company's Report on Form 8-K filed on July 20, 2018. Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on July 3, 2019. Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on April 17, 2018. Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the quarterly period ended March 31, 1999. Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 2010. Incorporated by reference to Appendix B to the Company's definitive proxy statement for its 2017 annual meeting of shareholders filed on April 26, 2017. Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 14, 2010. Incorporated by reference to Appendix B to the Company's definitive proxy statement for its annual meeting of shareholders filed on March 22, 2013. Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on January 11, 2016. Incorporated by reference to Appendix A to the Company's definitive proxy statement for its 2019 annual meeting of shareholders filed on April 24, 2019. These interactive data files are furnished herewith and deemed not filed or part of a registration statement or prospectus for purposes of Sections 1 l or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. 93 141). Company's Form 8-K Report filed on November 2, SHAREHOLDER INFORMATION Form 10-K Copies of the Company's Annual Report on Form 10-K for the year ended December 31, 2019. filed with the Securities and Exchange Commission on February 26. 2020, may be obtained without charge online at wwwcleanharbors.corn. or by writing to our corporate headquarters. 42 Longwater Drive P.O. Box 9149 Norwell, MA 02061-9149 Attention: Investor Relations 781,792.5100 Annual Shareholders Meeting Wednesday. June 3 2020 10:00 a.m EDT Clean Harbors Corporate Headquarters 42 Longwater Drive Norwell. MA 02061 Auditors f eloittedAjnide.l l,F',d _, a. ..F, 200 Berkeley Street Boston, MA 02116 Secretary of the Corporation C. Michael Maim. Esq. Davis, Maim & D'Agostine. P C. Corporate Counsel Davis. Maim & D'Agostine, P.C. One Boston Place Boston, MA 02108 Transfer Agent American Stock Transfer & Trust Company 620115th Avenue New York. NY 11219 8001937.5449 Corporate Headquarters 42 Longwater Drive P.O. Box 9149 Norwell. MA 02061-9149 781,792,5000 www.cleanharbors.com Safe Harbor Statement vrli irling ct0r-ltknlrlerc -•\�'Yu< V 1 1� J\ t -)%I 1 V 11.1 \..1 J Common Stock Our common stock trades on the New York Stock Exchange (NYSE) under the symbot CLH. On February 19, 202Q there were 261 stockholders of record of our common stock, 11 ck roc \,ntra hA ri in nnrninnonr "cfreat name accounts J 1 1 .... I 1 t. 1 _ 1 L' t.. . 1 1 1 1 ., 1 1 l %.. %. , V 1 J V \y '. name" , �r .a -- '- t! \.A l 1 through brokers or banks. On our last record date. 21,644 additional stockholders beneficially held shares in street name accounts, We have never declared nor paid any cash dividends on our common stock, and we do not intend to Day any dividends on our common stock in the foreseeable future. We intend to retain our future earnings, if any, for use in the operation and expansion of our business, payment of our outstanding debt and the continuation of our stock repurchase program. in addition, our current credit agreement and indentures limit the amount we could pay as cash dividends on, or for the repurchase of, our common stock. �..t, ynC.4a a Any statements contained herein that are not historical facts are forward -looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward -looking statements are generally identifiable by use of the words "believes," "expects," "intends." "anticipates," "plans toe.' "seeks," "should," "estimates." 'projects," "may," "likely," or similar expressions. Such statements may include, but are not limited to, statements about future financial and operating results, the Company's plans, objectives, expectations and intentions and other statements that are not historical facts Forward -looking statements are neither historical Facts nor assurances of future performance. Such statements are based upon the beliefs and expectations of Clean Harbors' management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially. including. without limitation, the risks and uncertainties surrounding COVID-19 and the related impact on our business. and those items identified as "Risk Factors" in Clean Harbors most recent.y filed Form 10-K and Form 10-Q Therefore, readers are cautioned not to place undue reliance on these forward -looking statements. Our actual results and financial cordition may differ materially from those indicated in the forward -looking statements, Clean Harbors undertakes no obligation to revise or publicly release the results oz any revision to these Forward-,00king statements other than through its filings with the Securities and Exchange Commission, which may be viewed in the "Investors" section of the Clean Harbors webste Clean Harbors is an Affirmative Action/Equal Opportunity Employer, CLEAN HARBORS, INC. I ANNUAL REPORT 2019 leanItt r• • • Val Bar- -GP. —II"'rift? '7.'4 '' - C iDOtae �•. - t . 2l_ - C • ry ' • "‘“it JULY• db.iSs.�r `�' a mL .. 'r • ?l( r• +78 y •mot__, _ °..— L.,53 0. s•° C - CLEAN HAR RS, Lis] J ' \1'. r kit/ 7 • cam( 1r r Dr \ A A r>I -1 F s v f 4 1 G L �� ,�•�• - DES www.cteanharbors.com }alb 4. S. • _I ii' - T � ili�, �, . ��t a�, 1 jr`�V�!yf �•Vi�i•u-•!• S> .0. 313. SSW .. a. a - ,it-' -rte • Ysa ' • yt• a.: is �-d •"" .,-' „ .t 3•r • a -r R. - Zs,-re..1?.r a6 i Contract Request Entity Information Entity Name* Entity ID* CLEAN HARBORS ENV SERVICES INC gO0023433 Contract Name* Contract ID CLEAN HARBORS AGREEMENT FOR PROFESSIONAL SERVICES 4307 FOR HOUSEHOLD HAZARDOUS WASTE PICKUP AND DISPOSAL Contract Lead* TGEISER Contract Status CTB REVIEW Contract Lead Email tgeisergcoweld..co.us welci..co.us New Entity? Parent Contract ID Requires Board Approval YES Department Project Contract Description* * CLEAN HARBORS AGREEMENT FOR PROFESSIONAL SERVICES FOR HOUSEHOLD HAZARDOUS WASTE PICKUP AND DISPOSAL WELD COUNTY BID NUMBER 82000156 Contract Description 2 Contract Type* AGREEMENT Amount* $0.00 Renewable* YES Automatic Renewal NO Grant NO IGA NO Department HEALTH Department Email CM-HealthgweIdcgov.cont Department Head Email CM -Health - De ptH eadftwe Idgov.,cort County Attorney GENERAL COUNTY Ai I ORNEY EMAIL County Attorney Email CM- COUNTYA I I OR:NEY3.WELDG OV'. COM Requested BOCC Agenda Date* 1.2/16/2020 Due Date 12112/2020 Will a work session with BOCC be required? NO Does Contract require Purchasing Dept. to be included? YES Bi.d/RFP # B200©156 If this is a renewal enter previous Contract ID if this is part of a MSA enter MSA Contract ID Note: the Previous. Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date. 12/16/2020 Review Date* 10/01/2021 Renewal Date.* 12;161202.1 Termination Notice Period Committed Delivery Date. Expiration Date Contact Information Contact info Contact Name Purchasing Purchasing Approver ROB TURF Approval Process Department Head TANYA GEISER DH Approved Date 12/14/2020 Final Approval 1 OCC Approved BOCC Signed Date RC)CC Agenda Date 12/16/2020 Originator TGEISER Contact Type Contact Email Finance Approver CHRIS D"OV'ID1O Contact Phone 1 Contact Phone 2 Purchasing Approved Date 12/14/'2020 Finance Approved Date 12/14/2020 Tyler Ref # AG 121.620 c Legal Counsel K.ARIN MCDOUGAL Legal Counsel Approved Date 12/14/2020 WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT 1555 North 17th Avenue, Greeley, CO 80631 www.weldhealth.org Memorandum To: Board of County Commissioners From: Ben Frissell Date: August 24, 2020 Re: Household Hazardous Waste Disposal Services — Bid (B2000156) The Department of Public Health and Environment has reviewed the bid proposals for bid request number B2000156, Household Hazardous Waste Pickup & Disposal Services. Four proposals were submitted for the service period of August 31, 2020, through September 1, 2021 with two one-year extension options. The bids were evaluated based on disposal pricing and overall services offered. Based on the bid proposals submitted, the Department is recommending the County select Clean Harbors Environmental Services. Clean Harbors presented the lowest bid range, with the inclusion of services needed. BID EVALUATION: We requested pricing as well as information for method of treatment or disposal based on 35 types of waste which are routinely accepted at our facilities. For the mass majority of waste types, Clean Harbors presented the lowest cost range. All other factors evaluated were equal. Clean Harbors has also been our disposal contractor for the past three years, and we have not had any major issues with their service. If you have any questions, please contact me at extension 2220. Sincerely, Ben Frissell Environmental Health Manager ec: Mark Lawley Health Administration Vital Records Tele: 970-304-6410 Fax: 970-304-6412 c9215 Public Health & Clinical Services Tele: 970-304-6420 Fax: 970-304-6416 Environmental Health Services Tele: 970-304-6415 Fax: 970-304-641 1 Communication, Education & Planning Tele: 970-304-6470 Fax: 970-304-6452 Emergency Preparedness & Response Tele: 970-304-6470 Fax: 970-304-6452 Public Health 2©2©-317 X0032 WELD COUNTY PURCHASING 1150 O Street, Room 107, Greeley, CO 80631 E -Mail: cmpeters(cr7weldgov.com E-mail: reverett(a�weldgov.com E-mail: rturf(a�weldgov.com Phone: (970) 400-4223, 4222 or 4216 Fax: (970) 336-7226 DATE OF BID: AUGUST 11, 2020 REQUEST FOR: HOUSEHOLD HAZARDOUS WASTE & DISPOSAL SERVICES DEPARTMENT: PUBLIC HEALTH & ENVIRONMENT BID NO: #B2000156 PRESENT DATE: AUGUST 17, 2020 APPROVAL DATE: AUGUST 31, 2020 VENDORS VEOLIA NORTH AMERICA 9131 EAST 96TH AVENUE HENDERSON CO 80640 CLEAN EARTH ENVIRONMENTAL SOLUTIONS INC 350 POPLAR CHURCH RD. CAMP HILL, PA 17011 ADVANCED CHEMICAL TRANSPORTATION INC 967 MABURY RD SAN JOSE CA 95133 CLEAN HARBORS ENVIRONMENTAL SERVICES INC 4721 IRONTON STREET, UNIT B DENVER COLORADO 80239 THE DEPARTMENT OF PUBLIC HEALTH & ENVIRONMENT IS REVIEWING THE BIDS. 2020-2517 OS/1 7 Hello