ARP Rentals Contractor Services Disclosure

1. APPLICATION

Contractor is engaged in the business of providing environmental and industrial services, goods, and equipment, including, but not limited to, waste or other material management, emergency response, remediation, cleaning, vacuuming, decontamination, demolition, containment, transportation, treatment, recycling, disposal, and related services (collectively, “Services”). These Environmental Services Terms and Conditions (“Terms”) are incorporated into each proposal, quote, pricing addendum, price confirmation, work order, work authorization, work acknowledgement, purchase order, or other similar document within which Contractor provides pricing for Services (“Fee Disclosure Agreement”). Customer and Contractor may be referred to herein as “Parties” and individually as “Party”. These Terms, along with the applicable Fee Disclosure Agreement and ARP Rentals Documentation, are collectively referred to herein as the “Agreement”.

2. RESPONSIBLE PARTY

All Services are managed, performed, and billed for by individual operating subsidiaries of ARP Rentals. The operating entity providing Service and responsible for all obligations to Customer is identified on Customer’s Fee Disclosure Agreement and/or invoice (“Contractor”). Customer acknowledges that any claims relating to the Services may be brought only against the operating entity providing the Service, as governed by the laws of Ontario.

3. FEE DISCLOSURE AGREEMENT

Contractor will have no obligation to perform Services not expressly described in a Fee Disclosure Agreement. Upon acceptance of a Fee Disclosure Agreement, Customer authorizes Contractor to immediately commence performance of the requested Services as Contractor deems necessary. Unless otherwise stated in the Fee Disclosure Agreement, Customer authorizes Contractor to determine all aspects of the Services in Contractor’s sole discretion. The Agreement will govern in the event of any conflict with the terms of any Customer-provided document, subject to Ontario’s Consumer Protection Act, 2002, where applicable.

4. WASTE SERVICES

Except as otherwise directed by Contractor, prior to any management, handling, recycling, treatment, or disposal of waste or other material, Customer must submit to Contractor for approval a completed waste product questionnaire, profile, manifest, or similar document describing waste to be handled (“ARP Rentals Documentation”) and provide a representative sample (if Contractor requests). Contractor is not required to perform an exhaustive analysis of the waste to identify its components, nor will any Contractor analysis relieve Customer of its responsibility to ensure the waste conforms to the approved ARP Rentals Documentation and complies with Ontario’s Environmental Protection Act. Contractor does not guarantee acceptance of any particular type of waste upon receipt of ARP Rentals Documentation.

A. Title and Liability

Title, liability, and responsibility for waste will pass to Contractor upon Contractor’s acceptance of the waste at Contractor’s facility unless shipment of the waste is the responsibility of Contractor, in which case title, responsibility, and liability will pass upon delivery to, and acceptance by, Contractor at the commencement of shipment.

B. Non-Conforming Waste

“Non-Conforming Waste” is any material that deviates from the description provided by Customer (including specifications in the approved ARP Rentals Documentation) or any representative sample or supporting information or analyses, or that could alter the hazard, risk, or cost assumed by Contractor in performing the Services, or cause Contractor to be in noncompliance with any permit or authorization under Ontario law. If Contractor determines that any waste is Non-Conforming Waste, it may reject, revoke acceptance of, or determine alternative disposal for such waste and convey it to Customer or another location. Customer will pay Contractor’s penalties, damages, and costs related to Non-Conforming Waste, including, without limitation, injury to people or property, handling, analysis, transportation, repackaging, and time involved in conveying it to Customer or another location or arranging alternative disposal, subject to applicable Ontario regulations.

C. Loading and Transportation

The Parties agree that reasonable refusal by Contractor or its subcontractor to load, transport, handle, dispose of, or recycle Non-Conforming Waste will not constitute a breach of the Agreement.

5. EQUIPMENT

Equipment provided by Contractor is rented to Customer at the rates and applicable surcharges specified in the Fee Disclosure Agreement and pursuant to any terms included in Contractor-provided documents. Contractor will direct delivery and pick-up of the equipment at Customer’s expense (in Canadian dollars, CAD). Customer acknowledges that additional fees will apply: (i) for surcharges and taxes (e.g., Harmonized Sales Tax – HST), (ii) if Contractor provides or directs delivery, pick-up, repair, maintenance, cleaning, or any other related service, (iii) if any agency assesses a fee related to the equipment, (iv) to all accessories, attachments, replacement units or parts, substitutions, additions, upgrades, and exchanges, (v) for excessive wear that reduces the life of the equipment, and (vi) as otherwise directed by Contractor.

A. As Is Condition

Customer accepts the equipment in “as is” condition and certifies it will inspect the equipment before use to confirm it is clean, compatible with Customer’s intended use, and in proper working condition. Contractor makes no guarantees, warranties, or other representations, express or implied, regarding the equipment as to merchantability, fitness for a particular purpose, or otherwise, except as required under Ontario’s Sale of Goods Act.

B. Customer Responsible

Customer will comply with all applicable statutes, regulations, and orders of federal, provincial (e.g., Ontario), and municipal governments (“Applicable Law”), including the Occupational Health and Safety Act, in its operation and management of the equipment, and will ensure that only trained, qualified, and licensed operators use the equipment. Customer shall not assign or sublease its right to use the equipment. Customer will maintain the equipment in good repair and working order at its sole cost. Customer shall have care, custody, and control of the equipment, assume all risks of loss, damage, destruction, or interference with use, and accept responsibility for the equipment while in its possession. Customer will not alter the equipment without Contractor’s written consent, and any alterations will become Contractor’s property. Customer shall not acquire any right, title, or interest in the equipment. No “Smash My Trash”, “Bigfoot Grinder”, or comparable businesses will be allowed to compact trash inside ARP Rentals dumpsters or equipment.

C. Equipment Insurance

Contractor is not obligated to confirm the existence or adequacy of Customer’s insurance or to provide insurance for the equipment for Customer’s benefit. Customer will maintain insurance against equipment loss, theft, damage, and destruction, in an amount equal to or greater than the equipment’s full replacement value (in CAD), with loss payable to Contractor. Customer will also maintain comprehensive general all-risk liability insurance, including product liability coverage, insuring Contractor and Customer with a severability of interest endorsement, against all loss or liability for damages to persons or property arising from the condition, use, or operation of the equipment. Customer will provide Contractor with a certificate of insurance and endorsements confirming such coverage, designating Contractor as loss payee and/or additional insured, and ensuring the insurance cannot be cancelled without 30 days’ prior written notice to Contractor.

D. Access

Customer’s site must be accessible for the size and type of equipment rented. If any vehicle or equipment provided by Contractor arrives at Customer’s site and cannot be delivered or picked up due to inaccessibility, Customer will pay the full rental charge, any applicable minimum charge, and any portal-to-portal technician fee (in CAD).

E. Rental Termination

Upon termination of any equipment rental, Contractor will arrange to pick up the equipment at Customer’s cost (in CAD), and Customer will ensure the equipment is in the same or better condition as when received, with the interior and exterior clean and free of foreign matter. Contractor may perform additional cleaning at its discretion, at Customer’s expense. If Customer fails to provide access, Contractor is authorized to recover the equipment by lawful means, and Customer will pay all costs (in CAD) related to repossession, repair, and cleaning.

6. EMERGENCY RESPONSE

All emergency response-related Services are provided at Contractor’s current standard rates (in CAD), unless otherwise quoted. Customer acknowledges that Contractor’s provision of response-related Services is on an as-available basis, does not guarantee a response or a specific timeframe, and Customer may not name Contractor in its provincial or federal contingency plan. Contractor does not represent or warrant that it will recover any specific quantity of waste or achieve any specific level of cleanliness. CONTRACTOR DOES NOT REPRESENT OR WARRANT, AND CUSTOMER WAIVES ANY CLAIMS, THAT ITS SERVICES WILL RENDER ANY REAL OR PERSONAL PROPERTY SAFE FOR HUMAN ACTIVITY OR OCCUPATION OR IN COMPLIANCE WITH ANY APPLICABLE LAW, INCLUDING ONTARIO’S ENVIRONMENTAL PROTECTION ACT.

7. REMEDIATION; RESTORATION

In performing assessment and remediation Services, Contractor does not guarantee that all sources of contamination will be identified or that all contaminants will be detected, properly identified, remediated, or removed. Contractor will exercise reasonable care to minimize damage to the site. Customer acknowledges that some damage may occur in the normal course of Services and agrees that Contractor will not be liable for such damage and will be entitled to additional compensation (in CAD) if asked to perform restoration or other services not expressly included in the scope of Services.

8. ON-SITE SERVICES

Customer shall ensure unobstructed access to the site and/or area to be serviced. Customer shall inform Contractor of any known hazards or risks associated with the site, and Customer represents and warrants that it maintains a safe working environment for Contractor’s personnel under Ontario’s Occupational Health and Safety Act. If Contractor discovers any hazardous or unsafe condition, it may immediately mitigate such conditions at its sole discretion, and Contractor shall not be obligated to continue Services until the site is safe. Customer shall inform Contractor in writing of any site-specific conditions or requirements impacting the Services prior to commencement.

9. CHANGES

Contractor’s proposed compensation (in CAD) represents its best estimate based on expected costs, effort, and time, assuming reasonable conditions. If conditions change or circumstances beyond Contractor’s control require additional costs, effort, or time, Contractor will notify Customer, and an equitable adjustment will be made to compensation and performance time. Unless specified in writing, Contractor’s fees assume no underground structures, utilities, boulders, rock, water, running sand, or other unanticipated conditions while drilling or excavating, and Contractor shall be compensated (in CAD) for additional efforts or costs incurred. If hazardous conditions not originally anticipated are discovered, Contractor may suspend, amend, or terminate the Services at its discretion and shall be compensated for Services performed and costs incurred (in CAD).

10. CONTRACTOR WARRANTIES

Contractor warrants and represents to Customer:

A. Contractor is engaged in the business of performing the Services and has appropriate expertise, facilities, and ability to perform the Services lawfully in Ontario.

B. Contractor will provide supervision, labor, materials, tools, equipment, and subcontracted items for the performance and completion of the Services as agreed in writing.

C. Contractor will perform the Services in compliance with all Applicable Law, including Ontario’s Environmental Protection Act and Occupational Health and Safety Act.

11. CUSTOMER WARRANTIES & RESPONSIBILITIES

Customer acknowledges, warrants, and represents to Contractor:

A. Prior to Services, Customer will advise Contractor of all known and potential health, safety, and environmental issues associated with the site and Services, providing full and complete information regarding its requirements and any new information or changes promptly.

B. Customer will comply with all Applicable Laws, including its responsibilities as a waste generator under Ontario’s Environmental Protection Act, and provide required notices to provincial authorities (e.g., Ministry of the Environment, Conservation and Parks).

C. Customer is responsible for securing and paying for all necessary approvals, easements, assessments, permits, and charges required under Ontario law and ensuring Contractor’s legal access to the site.

D. All waste delivered to Contractor will conform to the ARP Rentals Documentation, representative samples, and supporting information. Customer will comply with Contractor requests for evidence of compliance, including updated ARP Rentals Documentation, certifications, and re-sampling at Customer’s expense (in CAD).

12. BILLING; PAYMENT

A. Unless otherwise set forth in the Fee Disclosure Agreement, Contractor’s charges (in CAD) exclude taxes (e.g., HST), fees, or duties, which Customer shall pay or reimburse Contractor for.

B. Contractor may change prices in the Fee Disclosure Agreement by giving Customer 7 days’ notice, subject to Ontario’s Consumer Protection Act, 2002. If Customer refuses the change, Contractor may terminate the Agreement upon notice.

C. Customer will pay in cash (CAD) at the time waste is accepted or Services are provided unless credit is approved, in which case payment is due within 3 days of invoice date.

D. Payments are not contingent on Customer’s receipt of funds from third parties.

E. Amounts outstanding more than 30 days after invoice date will bear interest at the maximum rate permitted under Ontario law (e.g., Courts of Justice Act).

F. Customer will notify Contractor of disputed amounts within 3 days of invoice date. Undisputed portions are deemed accepted. Disputes will be resolved in good faith within 10 business days, with agreed amounts paid immediately (in CAD).

G. If undisputed amounts are unpaid within 3 days of due date, Contractor may suspend or terminate Services.

13. INSURANCE

Each Party will procure and maintain, at its expense (in CAD), during the term of any Services, at least the following insurance:

A. Workers’ compensation per Ontario’s Workplace Safety and Insurance Act, 1997, with statutory limits and employer’s liability insurance with a limit of not less than $1,000,000 CAD per accident.

B. Commercial or general liability insurance for premises, operations, and contractual liability, with limits of not less than $2,000,000 CAD per occurrence for bodily injury, death, and property damage, adding the other Party as an additional insured.

C. Automobile liability insurance (including owned, non-owned, and hired vehicles) with limits as required by Ontario law or $2,000,000 CAD per occurrence, whichever is greater.

D. Pollution legal liability with limits of $2,000,000 CAD per occurrence.

E. Contractor will maintain excess or umbrella liability with limits of $5,000,000 CAD per occurrence.

F. Each Party will furnish insurance certificates upon request.

14. INDEMNIFICATION

A. Contractor Indemnification

Contractor will indemnify Customer from Losses (as defined) to the extent arising from Contractor’s negligence, willful misconduct, or breach of the Agreement, subject to Ontario law.

B. Customer Indemnification

Customer will indemnify Contractor and its affiliates from Losses arising from Non-Conforming Waste or Customer’s negligence, willful misconduct, or breach of the Agreement, and from equipment-related Losses except where caused by Contractor’s negligence or willful misconduct.

C. Consequential Damages

Neither Party will be liable for indirect, consequential, special, or punitive damages unless awarded to a third party in a Loss subject to indemnification, per Ontario law.

15. INDEPENDENT CONTRACTOR

Contractor is an independent contractor under the Agreement, exercising exclusive control over its employees, agents, and subcontractors. Neither Party will have authority to employ anyone on behalf of the other.

16. CONFIDENTIALITY

Contractor and Customer will treat non-public information as confidential, disclosing it only as required by Ontario or Canadian law (e.g., Freedom of Information and Protection of Privacy Act) or to perform the Services.

17. FORCE MAJEURE

Delays or failures to perform, except payment for Services rendered, will be excused if caused by acts of God, regulatory actions, or other reasons beyond reasonable control, including loss of permits under Ontario law. The delayed Party will provide prompt notice and work to resolve the delay.

18. SEVERABILITY; WAIVER

If any part of the Agreement is invalid under Ontario law, the remainder remains valid. Failure to enforce a provision is not a waiver of future enforcement.

19. ASSIGNMENT

Customer may not assign rights or obligations without Contractor’s written consent. Contractor may assign to affiliates or in a business sale, provided the assignee assumes obligations. Subcontracting is permitted to qualified third parties.

20. GOVERNING LAW

The Agreement will be governed by the laws of Ontario, without regard to conflict of law principles, and disputes will be subject to Ontario courts.

21. NOTICE

Written notices will be delivered by registered mail to the Parties’ representatives on the Fee Disclosure Agreement. Operational communications may use email.

22. ENTIRE AGREEMENT; AMENDMENT

The Agreement is the entire agreement between the Parties, superseding prior agreements. Customer-provided documents apply only to initiate Services; their terms do not amend the Agreement. Amendments must be in writing and signed by both Parties.

23. SURVIVAL

Rights and obligations extending beyond termination (e.g., warranties, indemnification) will survive per Ontario law.

CONTRACTOR AND ITS AFFILIATES ARE AFFIRMATIVE ACTION AND EQUAL OPPORTUNITY EMPLOYERS PER CANADIAN HUMAN RIGHTS ACT AND ONTARIO HUMAN RIGHTS CODE.