TERMS AND CONDITIONS

ARTICLE 1
THE SERVICES

1.1 SCOPE OF SERVICES. Subject to the terms and conditions set forth in this Agreement, YORK1 will perform the scope of services as explicitly set forth in the Quote (the "Services"). There are no implied Services. YORK1 will use reasonable commercial efforts to complete the Services as scheduled in the Quote. YORK1 may utilize employees from any of its affiliates in order to perform the Services.

1.2 CHANGES IN THE SERVICES. The scope of the Services and the proposed schedule set forth in the Quote may not be altered by the Customer in any way, unless and until a YORK1 representative has approved such alteration in writing.

1.3 TERM AND TERMINATION.

(a) The term of this Agreement shall be as set forth in the Quote and if no such term is set forth in such Quote, it shall be twelve (12) months, commencing on the effective date set forth in the Quote (the "Initial Term").

(b) This Agreement shall automatically renew thereafter for additional twelve (12) month terms (each, a "Renewal Term", and together with the Initial Term, the "Term") unless otherwise terminated in accordance with this Section 3.

(i) effective immediately upon written notice to the other party if such other party declares itself insolvent, files an action in bankruptcy, or becomes the subject of involuntary bankruptcy proceedings; or

(ii) effective immediately upon written notice to the other party if a party fails to perform any of its obligations hereunder or otherwise breaches the Agreement and does not remedy such failure or breach within ten (10) business days after written notice thereof.

(d) Unless YORK1 has agreed to perform the Services by a certain date in accordance with a schedule for the Services set out in the Quote, this Agreement may be terminated at any time during the Term by YORK1 upon thirty (30) days’ prior written notice to the Customer.

(e) The Customer shall pay YORK1 for all Services performed and expenses incurred prior to termination, plus reasonable termination charges plus, in the event of termination by YORK1 pursuant to Section 3(c)(i) or Section 1.3(c)(ii), actual damages under any applicable Laws (as defined herein), in addition to YORK1’s legal fees and costs, if any. Collection of actual damages by YORK1 shall be in addition to any rights or remedies available to YORK1 under this Agreement, at Law, or in equity.

1.4 REPORTING REQUIREMENTS. YORK1 or the Customer may be required under federal, provincial, or municipal statutes, laws, ordinances, codes, rules, orders, or regulations (collectively, "Laws") to report any results of the Services to appropriate regulatory agencies. YORK1 is not responsible for advising the Customer about the Customer’s reporting obligations and the Customer agrees that it shall be solely responsible for all reporting, except as specifically stated in the Quote as part of any scope of work. To the extent YORK1 has an independent duty to report, it will endeavor to provide the Customer with advance notice.

1.5 SAFETY. YORK1 shall only be responsible for its activities and that of its employees in connection with the Services, and nothing shall imply that YORK1 has any responsibility for health and safety at a Customer service location or with respect to employees or representatives of the Customer, all of which shall be the sole responsibility of the Customer.

1.6 SCOPE DEPENDENT PROVISIONS. Certain provisions dependent on the scope of the Services outlined in the Quote are set forth in Exhibit "A", attached hereto and incorporated herein.

ARTICLE 2
FEES AND PAYMENT

2.1 FEES

(a) The Customer shall pay to YORK1 the fees set forth in the Quote.

(b) The Customer agrees to remit any equitable adjustments in the fees indicated in the Quote, if any of the following will result in increased fees or schedule delays in YORK1’s performance of the Services:

(i) The Customer requests changes to the scope or extent of Services;

(ii) There is any increase in or to recoup all or any portion of, disposal, transportation, processing, or environmental compliance fees or costs, or recovery of YORK1’s costs associated with host community fees, waste disposal taxes, and any similar charges paid to municipal or other governmental authorities or agencies to engage in recycling and waste collection, transfer, processing, disposal, and/or treatment;

(iii) YORK1 encounters site conditions that differ from those that may be specified in the Quote and are the basis for the scope of work or otherwise are unanticipated;

(iv) There are significant changes in relevant Laws; or

(v) There are delays or disruptions for reasons beyond YORK1’s control.

(c) YORK1 reserves the right to charge the Customer additional fees for Services provided by YORK1 to the Customer, including, but not limited to, dig out fees, minimum load fees, fuel recovery fees, and profile approval fees, as specified in the Quote, and all at such rates that YORK1 determines in its sole discretion, acting reasonably (collectively, the “Additional Fees”).

(d) All rate adjustments and Additional Fees as provided in this Section 2.1 shall take effect upon written notification from YORK1 to the Customer.

2.2 TAXES. The Customer shall pay or reimburse YORK1 for all sales taxes, use taxes, value added taxes, duties, levies, and similar taxes or impositions imposed by any taxing jurisdiction relating to the provision of the Services.

2.3 INVOICING AND PAYMENT.

(a) YORK1 will invoice the Customer on a weekly or monthly basis, as mutually agreed by YORK1 and the Customer, acting reasonably, using YORK1's standard invoice format.

(b) The Customer shall pay all amounts in full within thirty (30) days of any invoice date.

(c) If any invoice balance is not paid by the Customer within thirty (30) days of the date of invoice, the Customer shall pay late charges at the rate of 1.5% per month, or the maximum percentage allowed by Law, whichever is less, for any amounts not paid within thirty (30) days of the date of invoice.

(d) YORK1 has the right to stop the Services, and/or terminate this Agreement, and/or terminate any other engagement with the Customer, if any invoice to the Customer remains unpaid for more than thirty (30) days past the invoice date.

(e) YORK1 reserves the right to require payment in full of the fees set forth in the Quote, prior to YORK1’s performance of the Services.

ARTICLE 3
LIABILITIES

3.1 CUSTOMER REPRESENTATIONS AND WARRANTIES.

(a) The Customer is solely responsible for the classification of all waste and materials and hereby represents and warrants that any and all waste or materials collected by or delivered to YORK1 shall be in accordance with the waste or material types identified in the Quote (as such terms are defined in Exhibit "A" to this Agreement) and shall not be or contain any Nonconforming Waste (as such term is defined in Exhibit "A" hereto).

(b) In the event this Agreement includes transportation of any waste or material by YORK1, the Customer shall, at the time of tender, provide to YORK1 accurate and complete documents, shipping papers or manifests as are required for the lawful transfer of the waste under all applicable Laws.

3.2 YORK1 REPRESENTATIONS AND WARRANTIES.

(a) YORK1 hereby represents and warrants that it shall:

(i) obtain and maintain all permits or licenses which it is required to obtain and maintain in order for it to perform the Services;

(ii) perform the Services and manage the waste in a safe and workmanlike manner in full compliance with all applicable Laws; and

(iii) use disposal and recycling facilities that have been issued permits, licenses, certificates or approvals required by applicable Laws necessary to allow the facility to accept, handle, treat and/or dispose of such waste.

(b) Other than the representations specifically set forth in this Section 2, YORK1 AND ITS AFFILIATES MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY PRODUCTS, OR AS TO ANY OTHER MATTER, and the representations set forth in this Section 3.2 shall supersede any oral or written warranties or representations made or implied by YORK1 or any of YORK1’s affiliates or their employees or representatives or in any of YORK1’s brochures, manuals, catalogs, literature or other materials.

3.3 INDEMNIFICATION

(a) YORK1 shall release, indemnify, defend and hold harmless the Customer and its affiliates from and against any and all losses arising out of or relating to this Agreement or the Services to the extent such losses resulted from YORK1’s breach of this Agreement, gross negligence, or willful misconduct.

(b) The Customer shall release, indemnify, defend and hold harmless YORK1 and its affiliates and their directors, officers, employees, and agents from and against any and all losses (including reasonable legal fees) arising out of or relating to this Agreement or the Services, including but not limited to losses resulting from the Customer’s breach of this Agreement, gross negligence, or willful misconduct.

(c) An indemnified party hereunder (each, an "Indemnitee") will give prompt notice of any indemnified claim to the indemnifying party (each, an "Indemnitor"). The Indemnitee shall have the right to participate in the defense of any claim against it, subject to the Indemnitor’s right to control the defense thereof.

(d) Any Indemnitees and any Indemnitors shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including making available records relating to such claim and furnishing to the defending party, management and employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim.

3.4 LIMITATION OF LIABILITY. Notwithstanding anything to the contrary set forth in this Agreement:

(a) IN NO EVENT SHALL YORK1, ITS AFFILIATES, OWNERS, DIRECTORS, OFFICERS, PERSONNEL OR ANY OTHER AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, OR OTHER ECONOMIC ADVANTAGE (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), REGARDLESS WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, OR ANY OTHER BASIS, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, OR RESULTED FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, OR ANY FAILURE OF PERFORMANCE OR ANY BREACH OF THIS AGREEMENT BY YORK1; AND

(b) IN NO EVENT SHALL YORK1'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO YORK1 UNDER THE APPLICABLE QUOTE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ARTICLE 4
INFORMATION

4.1 CONFIDENTIALITY

(a) The parties hereto each contemplate that, in connection with the Services and to facilitate performance of their respective obligations hereunder, it may be necessary to provide the other (in each case, the "Receiving Party") with information that the disclosing party (in each case, the "Disclosing Party") considers to be confidential information. Information received from a Disclosing Party (or from one acting on its behalf) that the Disclosing Party identifies as confidential, or that, by its nature clearly should be treated as confidential hereunder (collectively "Confidential Information"), shall be maintained in confidence by the Receiving Party, its affiliates and its representatives, which shall follow reasonable and prudent practices to maintain the Confidential Information in confidence. Confidential Information shall be used by the Receiving Party only for the purpose of and in connection with its performance hereunder; provided that YORK1 also may use any information received or generated in connection with the Services for the purpose of improving its products and services.

(b) Confidential Information does not include information that: (i) was lawfully known to the Receiving Party before receipt from the Disclosing Party; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is lawfully received by the Receiving Party from a third party without a duty of confidentiality; (iv) is independently developed by the Receiving Party without use of Confidential Information; or (v) that counsel for the Receiving Party determines is required to be disclosed by Law, provided that the party intending to make such required disclosure, to the extent permissible and reasonably possible under the circumstances, shall endeavor promptly to notify the Disclosing Party of such intended disclosure in order to provide to the Disclosing Party an opportunity to seek a protective order or other remedy and/or take such other action it deems necessary.

ARTICLE 5
MISCELLANEOUS

5.1 NON-SOLICITATION OF EMPLOYEES, CUSTOMERS, AND SUPPLIERS. The Customer covenants and agrees that during the Term, and for a period of six (6) months thereafter, it shall not, either directly or indirectly, for itself or in conjunction with or on behalf of any entity: (a) solicit, divert, or hire away, or attempt to do any of the foregoing, any person employed or any independent contractor hired by YORK1 while the Customer is affiliated with YORK1 pursuant to this Agreement or any other past or present relationship with YORK1; or (b) solicit, divert, or appropriate (or attempt to do any of the foregoing) any customer, business partner, or supplier or actively sought prospective customer, business partner, or supplier of YORK1 whom the Customer has solicited or otherwise had contact with during its past or present affiliation with YORK1.

5.2 NON-DISPARAGEMENT. Throughout the Term, and notwithstanding the expiration of the Term, or earlier termination of this Agreement for any reason, for a period of six (6) months after such expiration or earlier termination, the Customer shall not, on its own behalf or on behalf of or together with any other person, directly or indirectly, in any capacity whatsoever including as an employer, employee, principal, agent, joint venturer, partner, lender, shareholder or other equity holder, independent contractor, licensor, licensee, distributor, consultant, supplier or trustee, defame or disparage the commercial, business, or financial reputation of YORK1, any of its affiliates, or any of their products or services, or any of their respective shareholders, employees, officers, or directors.

5.3 INDEPENDENT CONTRACTOR. YORK1 is acting as an independent contractor and shall retain responsibility for and control over the means for performing the Services. Nothing in this Agreement shall be construed to make YORK1 or any of its officers, employees, or agents, an employee or agent of the Customer.

5.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

5.5 FORCE MAJEURE.

(a) Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if, and to the extent such default or delay is caused, directly or indirectly, by war, armed hostilities, acts of terrorism, military action or the escalation or worsening thereof, acts of God, emergencies, pandemics, crises, natural disasters, similar calamities or other force majeure events (each such event being a "Force Majeure Event").

(b) For any Force Majeure Event, the non-performing party shall be excused from further performance or observance of the obligation(s) so affected for as long as such Force Majeure Event prevails and such party continues to use its good faith commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any party so delayed in its performance shall immediately notify the party to whom performance is due in writing and describe in reasonable level of detail the circumstances causing such delay (a "Force Majeure Event Notice").

(c) Promptly after receipt of a Force Majeure Event Notice, the parties shall meet (in person or by telephone) to discuss the Force Majeure Event and consider possible workarounds to the Force Majeure Event. In all cases, the party claiming a Force Majeure Event shall make all reasonable efforts, including all reasonable expenditures, necessary to cure, mitigate or remedy the effects of the applicable Force Majeure Event.

5.6 CONFLICTS. The Customer recognizes and agrees that YORK1 and its affiliates may assist other customers in matters that could be perceived as, or, in fact, may be adverse to the interests of the Customer, including, without limitation, matters that relate to the same site or geographical area, neighboring sites, the same acquisition opportunity or other issues in which the Customer may have an interest. In each of those situations, YORK1 will take reasonable measures to maintain separation between/among affected engagements, including, for example, by establishing a separate team for each client and implementing reasonable ethical screens between/among them.

5.7 ASSIGNMENT. The Customer shall not assign, transfer, or delegate any or all of its rights or obligations under this Agreement without YORK1's prior written consent. YORK1 shall be permitted to assign, transfer, or delegate any or all of its rights or obligations under this Agreement to an affiliate of YORK1 without the Customer’s prior written consent. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

5.8 SURVIVAL. The rights and obligations of the parties set forth in Section 1.3, and Article 2 through to Article 5, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, shall survive any such termination or expiration of this Agreement.

5.9 AMENDMENT AND MODIFICATION; WAIVER. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or o the exercise of any other right, remedy, power or privilege.

5.10 SEVERABILITY. The Agreement shall be enforced to the fullest extent permitted by Law. If any provision of the Agreement is found to be invalid or unenforceable the provision shall be construed and applied in a way that comes as close as possible to expressing the intention of the parties with regard to the provisions and that saves the validity and enforceability of the provision. The parties agree that, in the event one or more of the provisions or a portion thereof of this Agreement should be declared void or unenforceable, the remaining provisions shall not be affected and shall continue in full force and effect.

5.11 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement shall be construed under and governed by the Laws of the Province of Ontario without giving effect to any choice or conflict of Law provision. Any legal suit, action, or proceeding arising out of this Agreement or the Services provided hereunder shall be instituted exclusively in the federal or provincial courts located in Ontario, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any such action, suit or proceedings.

5.12 ENTIRE AGREEMENT. This Agreement and its exhibits and attachments represent the entire understanding and agreement between the parties relating to the Services and supersedes any and all prior agreements, whether written or oral, between the parties regarding the same.

5.13 NOTICES. Any notice required or permitted to be given under this Agreement shall be deemed delivered when given by registered mail, certified mail, or personal delivery addressed to the party to whom such notice is given at the address of such party as such party may provide to the other in writing from time to time.

5.14 AUTHORITY TO SIGN; COUNTERPARTS. Each of the persons signing this Agreement on behalf of each party hereby represents and warrants that they are signing with full and complete authority to bind the party on whose behalf they are signing to every term of this Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original and which together will constitute one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

EXHIBIT "A"
SCOPE DEPENDENT PROVISIONS

Each of the following provisions shall apply and be part of the Agreement to the extent it is relevant to the scope of Services being performed:

1. DEFINITIONS.

(a) "Excess Soil" means material defined as excess soil in Regulation 406/19 and may include liquid soil.

(b) "Liquid Soil" means soil that has a slump of more than 150 millimetres using the Test Method for the Determination of "Liquid Waste" (slump test) set out in Schedule 9 to Regulation 347.

(c) "Inert Fill" means earth or rock fill including clay, brick, concrete material, gravel, or waste of a similar nature that contains no putrescible materials or soluble or decomposable chemical substances, but does not include Excess Soil.

(d) "Liquid Industrial Waste" means any liquid industrial waste as defined in Regulation 347.

(e) "Regulation 406/19" means Ontario Regulation 406/19 (On-Site and Excess Soil Management) under the Environmental Protection Act, as amended or replaced from time to time.

(f) "Regulation 347" means Ontario Regulation 347 (General-Waste Management), under the Environmental Protection Act, as amended or replaced from time to time.

(g) "Solid Waste" means garbage, waste, refuse and rubbish or any other materials intended for disposal, including those which are recyclable, but excluding any wastes that are or that contain Special Waste, Hazardous Waste or Excess Soil.

(h) "Special Waste" means wastes that requires special handling under applicable Laws, and includes the following wastes as defined in Regulation 347: polychlorinated biphenyl waste (PCB waste), asbestos waste or any asbestos containing material, Liquid Industrial Waste, may include liquid soil, incinerator ash, fly ash, treated / de-characterized waste, construction and demolition wastes and any other waste type identified as Special Waste in a Quote, but excluding Hazardous Waste and Excess Soil.

(i) "Hazardous Waste" means any hazardous waste as defined in Regulation 347.

(j) "Nonconforming Waste" means waste or other material that:

i. is not in conformance with the identification of waste or material type by the Customer on the Quote (using the descriptions herein);

ii. is prohibited from being received, managed, or disposed of at a transfer, storage or disposal facility used hereunder by applicable Laws;

iii. unless Special Waste is an accepted waste type on the Quote, is non-hazardous Solid Waste that is or that contains any Special Waste; and/or

iv. is or contains any Hazardous Waste, unless the Hazardous Waste is specifically listed in the Quote.

2. EQUIPMENT

(a) Any and all equipment furnished by YORK1 shall remain YORK1’s property, however, the Customer shall have care, custody, and control of such equipment and shall be liable for all loss or damage to such equipment and for its contents while at any of the Customer's service location(s).

(b) The Customer will not overload, move or alter any of YORK1’s equipment, or allow a third party to do so, and shall use it only for its intended purpose.

(c) Upon termination of this Agreement in accordance with Section 3, YORK1’s equipment shall be in the condition in which it was provided, normal wear and tear excepted. The Customer shall provide safe and unobstructed access to the equipment and work area on any scheduled collection or service day.

(d) The Customer shall pay, if charged by YORK1, any additional fees or charges, determined by YORK1 in its sole discretion, for overloading, moving, or altering the equipment or allowing a third party to do so, and for any service modifications caused by or resulting from the Customer's failure to provide access.

(e) YORK1 shall not be responsible for any damage to the Customer’s equipment or property during its provision of the Services, including but not limited to; dig out damage, damage due to the weight of any equipment, collisions, or accidents that may occur.

(f) For greater certainty, YORK1 may suspend the Services or terminate this Agreement in the event the Customer violates any of the requirements of this Section.

3. INSPECTION; REJECTION OF WASTE. Title to and liability for Nonconforming Waste shall remain with the Customer at all times. YORK1 shall have the right, but not the obligation, to inspect, analyze, or test any waste or other material delivered by the Customer or collected by YORK1. If the Customer’s waste or other material is Nonconforming Waste, YORK1 can, at its option, reject Nonconforming Waste and return it to the Customer or require the Customer to remove and dispose of the Nonconforming Waste at the Customer’s expense. The Customer shall indemnify, hold harmless, and pay or reimburse YORK1 for any and all costs, damages and/or fines incurred as a result of or relating to the Customer's tender or delivery of Nonconforming Waste or other failure to comply or conform to this Agreement, including costs of inspection, testing and analysis and costs to deal with any other waste or other material that becomes contaminated with Nonconforming Waste. YORK1 also may reject any waste or other material that could adversely impact YORK1’s receiving facility.

4. SPECIAL HANDLING; TITLE. Title to and ownership of all waste or other material that is not Nonconforming Waste transfers to YORK1 upon YORK1’s acceptance of such waste or other material. With respect to Nonconforming Waste, if YORK1 elects to handle, rather than reject, Nonconforming Waste, YORK1 shall have the right to manage same in the manner deemed most appropriate by YORK1 given the characteristics of the Nonconforming Waste. YORK1 may assess, and the Customer shall pay, additional charges associated with the delivery of Nonconforming Waste, including, but not limited to, special handling or disposal charges, and costs associated with different quantities of waste, different delivery dates, modifications in operations, specialized equipment, and other operational, environmental, health, safety or regulatory requirements.

5. AUTHORITY, ACCESS, AND SITE INFORMATION. The Customer shall grant or obtain for YORK1 reasonable access, at the Customer’s sole cost, to any sites (including adjacent sites) to be investigated as part of the Services, free from interference by third parties. The Customer shall also specify and describe to YORK1 in writing: (a) the boundary lines of the site(s); (b) the location of any underground materials or structures, including tanks, piping, water, telephone, electric, gas, sewer, and other utility lines; (c) all hazardous site conditions or hazardous materials; (d) any site-specific training or safety measures, and (e) all other information necessary or desirable to allow YORK1 to perform the Services safely and in compliance with applicable Law. YORK1 shall have no liability relating to the foregoing matters. The Customer shall be responsible for any personal injury or property damage or other loss caused by incomplete or inaccurate information provided by the Customer or any other party.

6. LIMITED LICENSE TO ENTER. In the event the Customer is transporting waste to a YORK1 facility, the Customer shall have a limited license to enter a YORK1 facility for the sole purpose of off-loading waste at an area designated, and in the manner directed, by YORK1. The Customer shall comply with all rules and regulations of any YORK1 facility. YORK1 may reject any waste, deny the Customer entry to any YORK1 facility, and/or terminate this Agreement at YORK1’s sole discretion, in the event of the Customer’s failure to follow such rules and regulations.

7. DISOVERY OR MANAGEMENT OF PRE-EXISTING MATERIALS. The Customer recognizes that there may be conditions, contamination, substances, wastes or materials, hazardous or otherwise, known or unknown, including those that may be present at the time of, or discovered during the course of, the Services ("Pre-existing Materials or Conditions") at sites to be entered as part of the Services. All Pre-existing Materials or Conditions shall remain the property and responsibility of the Customer and the Customer acknowledges that YORK1 has neither created nor contributed to the existence of, nor has any charge, management or control over, any Pre-existing Materials or Conditions. The Customer agrees that the presence or discovery of any such Pre-existing Materials or Conditions shall constitute a changed condition for which YORK1 shall be fairly compensated. The Customer also acknowledges that some investigative procedures may carry the risk of release or dispersal of Pre-existing Materials or Conditions, even when exercising due care, and the Customer hereby waives any claim with respect thereto except to the extent of damages caused by YORK1’s gross negligence or willful misconduct. The Customer shall be solely responsible for complying with all Laws in connection with transportation, treatment, disposal, and management of Pre-existing Materials or Conditions. The Customer agrees to waive any claim against YORK1, and agrees to defend, indemnify, and hold YORK1 harmless from any claim or liability for injury or loss of any type arising from any Pre-existing Materials or Conditions.

8. ASBESTOS HANDLING. The Customer agrees that it is solely responsible for all required packaging or containers, sealing, labelling and loading of any asbestos waste or asbestos containing material in connection with the Services, in accordance with applicable Law, including Regulation 347 and any Ontario Ministry of the Environment, Conservation and Parks guidelines.

9. REPORTING EXCESS SOIL WITH RPRA. With respect to Excess Soil, the Customer shall be solely responsible for submitting and updating any notice or information required to be submitted to the Excess Soil Registry maintained by the Resource Productivity and Recovery Authority under Regulation 406/19 and for satisfying all obligations on a project leader under Regulation 406/19, as applicable.

10. REGISTRATION AND MANIFESTS. The Customer shall be solely responsible for submitting a generator registration report and initiating the electronic manifest in the Hazardous Waste Program Registry (Resource Productivity and Recovery Registry) and submitting any fees in connection with any wastes as required under Reg. 347, including any Hazardous Waste or Liquid Industrial Waste, unless expressly agreed to otherwise in writing by York1 and subject to a separate written delegation agreement between the Customer and York1. The Customer shall at all times be identified as the generator of the waste in the Registry and on any manifest.