Permanent Waste & Collection
Service Agreement

This Permanent Waste & Collection Service Agreement (the "Agreement") is entered into as of the date of electronic acceptance recorded below, by and between BPM Services, Inc., an Oklahoma corporation with its principal place of business at 4210 S. Elwood Ave., Tulsa, Oklahoma 74107 ("BPM"), and the entity completing electronic acceptance below ("Customer").

BPM and Customer are each referred to individually as a "Party" and collectively as the "Parties." By accepting this Agreement, Customer represents that the individual completing acceptance has full legal authority to bind Customer to its terms.

BPM coordinates, procures, and manages third-party waste service vendors on behalf of its customers. BPM does not directly perform waste collection, haul, or disposal services. BPM's role is that of a vendor of coordinated waste and container services.

Customer desires to retain BPM as its vendor of permanent waste collection and container services for the properties identified in Customer's account or as set forth in an applicable Service Order (each a "Property" and collectively the "Properties").

The Parties desire to set forth their agreement governing the provision of services, the payment obligations of Customer, and the remedies available upon default.

BPM shall coordinate and procure the following categories of permanent waste and container services as requested by Customer (collectively, the "Services"):

• Front-load and rear-load dumpster service (scheduled pickup and haul)
• Roll-off container placement, swap, and haul-off
• Bulk waste and large-item pickup
• Recycling and materials separation service
• Compactor service and related equipment maintenance coordination
• Emergency or on-call pickup service
• Such other waste and collection services as the Parties may agree in writing

Customer shall request Services by submitting a written or electronic Service Order specifying the Property, container type, service frequency, pickup schedule, and requested start date. BPM shall coordinate fulfillment through its vendor network.

BPM shall use commercially reasonable efforts to fulfill Service Orders according to the agreed schedule. BPM does not guarantee specific pickup times within a scheduled day unless expressly stated in a Service Order. Service may be delayed by weather, equipment failure, or other causes outside BPM's reasonable control, none of which shall excuse Customer's payment obligation.

Customer shall provide BPM's vendors with safe, unobstructed access to each Property's waste enclosure or container location during scheduled service hours. Customer shall designate a reachable site contact for each Property. Failure to provide access that results in a missed pickup shall not relieve Customer of its payment obligation for that service, and BPM may assess an additional trip charge.

Customer shall not deposit hazardous materials, medical waste, regulated materials, or prohibited items into any container provided under this Agreement. Customer shall be solely responsible for all costs, fines, and liabilities arising from the disposal of prohibited materials, including without limitation environmental remediation costs, regulatory penalties, and third-party claims. BPM may suspend service immediately and without liability upon discovery of prohibited materials.

The Properties covered under this Agreement shall be identified in the applicable Service Order(s) executed by Customer at or after the time of acceptance. Each Service Order shall specify the Property name, service address, container type, service frequency, and Monthly Service Fee for that Property. Additional Properties may be added by written or electronic Service Order at any time. Each Property added is subject to all terms of this Agreement, including the minimum service commitment set forth in Section 5.3.

This Agreement commences on the date of Customer's electronic acceptance and continues for a period of three (3) years (the "Initial Term"), unless earlier terminated pursuant to Section 11.

Upon expiration of the Initial Term, this Agreement automatically renews for successive twelve (12) month periods (each a "Renewal Term"), unless either Party provides written notice of non-renewal not less than ninety (90) days and not more than one hundred eighty (180) days before expiration of the then-current term. Notice of non-renewal delivered outside this window is void, and the Agreement renews automatically.

Each Property carries a minimum service commitment of twelve (12) months from the date service first commences at that Property. Removal of a Property before its minimum term expires triggers the Early Termination Fee set forth in Section 11.3.

Customer shall pay BPM the Monthly Service Fee for each Property as set forth in the applicable Service Order, plus any applicable surcharges, fuel charges, environmental fees, overage charges, trip charges, extra pickup fees, or other amounts incurred at Customer's request or as a result of Customer's use of the Services.

BPM issues invoices monthly, or more frequently at BPM's election, delivered electronically to the billing contact on file. Customer's failure to designate a billing contact, or any failure of a third-party invoice processing system to receive or process invoices, does not excuse or delay Customer's payment obligation.

All invoices are due and payable within thirty (30) days of the invoice date (the "Due Date").

Any unpaid balance accrues a late charge of 1.5% per month (18% per annum) from the Due Date until paid in full.

If Customer disputes any portion of an invoice in good faith, Customer must pay the undisputed portion by the Due Date and provide BPM written notice of the disputed amount and its specific basis within thirty (30) days of the invoice date. Failure to dispute within this period constitutes Customer's acceptance of the invoice as correct.

BPM applies payments first to outstanding late charges, then to the oldest outstanding invoices, then to current invoices, unless BPM elects otherwise in writing.

Customer has no right to withhold, setoff, or deduct any amounts from payments owed to BPM based on any claim Customer may have against BPM or any third party.

BPM reserves the right to adjust Monthly Service Fees, add surcharges, modify service frequencies, or change container types or service schedules at any time, including during the Contract Term, for any of the following reasons:

• Increases in vendor costs, fuel costs, or disposal and landfill fees
• Increases in the Consumer Price Index for Water, Sewer and Trash Collection Services (U.S. Bureau of Labor Statistics) or any other national, regional, or local CPI index
• Increases in governmental fees, taxes, surcharges, environmental compliance costs, or regulatory requirements
• Changes in the composition, volume, or weight of waste generated at any Property that differ from current service levels
• Changes in service frequency, container size, container type, or service scope at Customer's request or as required by conditions at the Property
• Any other increase in BPM's costs of providing the Services

Changes to charges may be communicated to Customer orally, in writing, or by invoice reflecting the adjusted charges. Customer's payment of any invoice reflecting a change in charges, any new charge, any surcharge, or any additional fee, whether or not Customer was previously aware of or objected to such change, constitutes Customer's irrevocable affirmative consent to that change and establishes the adjusted charges as the new agreed pricing under this Agreement going forward.

Customer's failure to object to any invoice in writing within thirty (30) days of the invoice date constitutes acceptance of all charges reflected on that invoice. BPM and Customer acknowledge that increased charges are not solely a pass-through of BPM's costs and may include an amount for BPM's operating margin.

If applicable, Customer hereby acknowledges and confirms that as of the effective date of this Agreement, Customer owes BPM an outstanding past-due balance (the "Arrearage") representing unpaid invoices for Services previously rendered across the Properties. Customer waives any and all defenses, offsets, or counterclaims with respect to the Arrearage. The specific amount of any Arrearage shall be set forth in a separate Arrearage Acknowledgment or Service Order executed concurrently with this Agreement.

Where an Arrearage exists, in addition to the Monthly Service Fees set forth in Section 6.1, Customer shall pay BPM an elevated monthly payment toward the Arrearage in the amount and commencing on the date specified in the applicable Arrearage Acknowledgment, continuing on the first day of each calendar month thereafter until the Arrearage is paid in full (the "Arrearage Payment").

If Customer fails to make any Arrearage Payment when due, or fails to pay any Monthly Service Fee when due, the entire outstanding Arrearage balance, together with all accrued late charges, becomes immediately due and payable in full without further notice or demand.

Execution of this Agreement does not constitute a waiver, forgiveness, or release of any portion of the Arrearage. BPM's agreement to continue providing Services is expressly conditioned on Customer's strict compliance with all payment obligations in this Section 8.

Each of the following constitutes an "Event of Default" by Customer:

• Failure to pay any Monthly Service Fee, Arrearage Payment, late charge, or other amount due within ten (10) days after the Due Date
• Failure to perform any non-monetary obligation continuing for five (5) days after written notice from BPM
• Assignment for the benefit of creditors, bankruptcy or insolvency proceedings not dismissed within thirty (30) days
• Depositing hazardous, regulated, or prohibited materials into any container in violation of Section 3.5
• Providing materially false information in connection with this Agreement or any Service Order
• Any representation or warranty proving materially false when made

Upon any Event of Default, BPM may, without further notice or demand, exercise any one or more of the following remedies:

• Immediately suspend or terminate Services to any or all Properties without liability for waste accumulation, health code violations, municipal citations, code enforcement actions, or tenant complaints
• Declare the entire Arrearage balance and all unpaid fees immediately due and payable
• Assess the Early Termination Fee for each affected Property
• Remove any BPM-coordinated containers from the Property at Customer's expense
• Report Customer's delinquency to commercial credit bureaus
• Pursue all amounts owed through legal action
• Exercise any other remedy available at law or in equity

An Event of Default at any one Property constitutes an Event of Default at all Properties covered by this Agreement. BPM is not required to continue providing Services to any Property while any other Property is in default.

Customer shall pay all reasonable attorneys' fees, court costs, collection costs, and other expenses incurred by BPM in enforcing this Agreement, whether or not litigation is commenced.

BPM's failure to exercise any remedy upon a default does not waive that default or BPM's right to exercise such remedy at any later time. Acceptance of partial payments does not waive BPM's right to the full amount owed.

By accepting this Agreement, Customer represents and warrants to BPM, as of the date of acceptance and continuing throughout the term, that:

• Customer has full legal authority to execute this Agreement and bind itself and all Properties to its terms
• The individual completing acceptance has actual authority to do so on Customer's behalf
• This Agreement constitutes a legal, valid, and binding obligation of Customer enforceable in accordance with its terms
• The Properties are owned, managed, or controlled by Customer or by entities affiliated with Customer and for which Customer has authority to contract
• Customer is not insolvent, and execution of this Agreement does not violate any other agreement to which Customer is a party
• All information provided to BPM in connection with this Agreement is true, accurate, and complete
• If applicable, all amounts constituting any Arrearage are valid, undisputed obligations of Customer owed to BPM for Services actually rendered

BPM may terminate this Agreement immediately upon written notice following an uncured Event of Default, or immediately without notice if Customer files for bankruptcy protection.

Customer may terminate without penalty only if BPM fails to perform Services in substantial conformance with agreed Service Orders and fails to cure such failure within ten (10) business days of written notice from Customer specifying the deficiency in reasonable detail. Customer may not terminate for cause based on failures resulting from Customer's own conduct, including failure to pay, failure to provide site access, or failure to cooperate with BPM's vendors.

If Customer terminates without cause prior to expiration of the then-current term, or if BPM terminates following Customer's uncured default, Customer shall pay BPM an "Early Termination Fee" for each terminated Property calculated as follows:

• Six (6) or more months remaining in the then-current term: the average of Customer's six (6) most recent Monthly Service Fees for that Property, multiplied by six (6)
• Fewer than six (6) months remaining in the then-current term: the average of Customer's six (6) most recent Monthly Service Fees for that Property, multiplied by the number of months remaining
• If service has been active for fewer than six (6) months, the average shall be calculated using all monthly charges since service commencement

Customer acknowledges that BPM's actual damages from early termination are impractical to calculate, that this fee is a genuine pre-estimate of BPM's losses, and that it is not a penalty. Customer shall also pay BPM's attorneys' fees and reasonable costs of removing or transitioning vendor arrangements associated with the terminated Property.

Upon termination or expiration, all amounts owed under this Agreement become immediately due and payable. Obligations under Sections 6, 7, 8, 9, 10, 11, 12, 13, and 14 survive termination.

BPM's total liability to Customer under this Agreement shall not exceed the total Monthly Service Fees paid by Customer to BPM in the three (3) months immediately preceding the event giving rise to the claim.

Neither Party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, regardless of the form of action and regardless of whether such Party has been advised of the possibility of such damages.

BPM coordinates services through third-party waste operators and is not liable for the acts or omissions of those operators except to the extent BPM fails to exercise reasonable care in their selection or oversight. Customer's exclusive remedy for vendor performance failures is BPM's obligation to pursue remedies against the operator or arrange alternative service.

Customer shall indemnify, defend, and hold harmless BPM and its officers, employees, and agents from all claims, damages, losses, costs, and expenses (including attorneys' fees) arising from: (a) Customer's breach of this Agreement; (b) Customer's failure to provide safe site access; (c) Customer's deposit of hazardous, prohibited, or regulated materials into any container; (d) Customer's misuse or improper handling of any equipment provided in connection with the Services; or (e) any act or omission of Customer or Customer's employees, agents, or tenants in connection with the Services.

This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict of law principles.

Except as provided in Section 14.3, all disputes arising out of or related to this Agreement shall be resolved by binding arbitration in Tulsa County, Oklahoma, administered under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's award is final and may be entered as a judgment in any court of competent jurisdiction.

The following BPM claims are expressly excluded from mandatory arbitration. BPM may pursue them directly in court without prior arbitration:

• Any claim for collection of Monthly Service Fees, Arrearage Payments, late charges, Early Termination Fees, attorneys' fees, or any other amounts due under this Agreement
• Any claim for damages from Customer's default or early termination
• Any claim for injunctive, emergency, or equitable relief
• Any claim arising from breach of a Personal Guaranty

Customer may not assert arbitration as a defense to any action BPM brings under this Section. Customer's own claims against BPM remain subject to mandatory binding arbitration and may not be asserted as counterclaims in any court proceeding initiated by BPM.

Customer waives the right to bring any claim against BPM as a class action, on a consolidated basis, or aggregated with the claims of any other person or entity, whether in arbitration or otherwise.

All court proceedings brought by BPM under Section 14.3 shall be brought exclusively in the state or federal courts of Tulsa County, Oklahoma. Customer irrevocably submits to personal jurisdiction there and waives any objection to venue.

In any arbitration or court proceeding to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees, court costs, and related expenses from the non-prevailing Party.

Customer consents to BPM seeking injunctive or equitable relief in any court of competent jurisdiction without posting bond and without awaiting completion of any arbitration proceeding.

This Agreement, together with any Service Orders and any Arrearage Acknowledgment, constitutes the entire agreement between the Parties regarding permanent waste and collection services and supersedes all prior agreements, representations, and understandings on the same subject.

This Agreement may not be amended except by written instrument signed by authorized representatives of both Parties, or as otherwise provided in Section 7 (price adjustments by invoice).

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

Customer's electronic acceptance of this Agreement, including by clicking "I Agree and Accept" below, constitutes a legal, valid, and binding signature with the same legal force as a handwritten signature under Oklahoma law and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. §7001 et seq. The timestamp, IP address, and session data recorded at the time of acceptance constitute BPM's record of Customer's agreement to these terms.

BPM is an independent vendor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the Parties.

This Agreement is for the sole benefit of the Parties and their permitted assigns. Nothing herein creates rights in any third party.

All formal notices required under this Agreement shall be delivered by certified U.S. mail with return receipt, overnight courier with tracking, or electronic mail with confirmed receipt, to BPM at: 4210 S. Elwood Ave., Tulsa, Oklahoma 74107 / accounting@bpmhelps.com, and to Customer at the contact information on file with BPM.