SERVICE REQUIRMENTS: Customer agrees to the substitution of comparable equipment by Contractor in the event Contractor uses an automated collection system. Customer hires Contractor exclusively to remove all Customer's waste material, including Recy/R.M. if Contractor provides such service, but excluding hazardous waste at the service location or if the service location changes, such substituted location(s). Customer further extends to Contractor the exclusive right (subject to rejection by Contractor) to service any other locations established by Customer within Contractor's service area, the charge for such service to be based upon the fee schedule in effect as of the date such service is to commence. Customer shall execute a new agreement for such additional location based upon contract terms customarily used by Contractor at such time. During the term of this Agreement. Customer shall not hire any other party to remove waste or Recy/R.M. material at the service location(s). Title to all materials (excluding any hazardous waste or waste placed in the containers in violation of this Agreement) shall pass to Contractor at such time as all materials loaded into Contractor's trucks. Title to and liability for any waste material excluded by this Agreement shall remain with Customer and Customer agrees to defend, indemnify, and hold harmless the Contractor from and against any and all damages, penalties, fines and liabilities relative to such excluded waste material. Specifications and placement of compactors must meet Contractor's approval. The maintenance fee provided for herein includes normal usage of the Contractor's containers/compactors by Customer. All enclosures and/or slabs must be minimum of ten (10) feet wide, and length as specified by Contractor, including hold down posts with holes in the surface whether concrete or blacktop to insert and hold open. Contractor will not be responsible to damages if enclosures do not meet these specifications.

DEPOSITS: Contractor may require a minimum deposit, upon signing this Agreement, equal to one month of the Customer's service charge, and may, at any time during the term of this Agreement, increase the deposit amount as a result of any increase in the Customer's monthly service charge or as a result of Customer's poor payment history as determined by Contractor. The deposit will not bear interest. The Customer may not use the deposit as a credit against any payments due Contractor. Upon termination of this Agreement for reason other than Customer's default and following full payment of all sums due Contractor by Customer. Contractor will refund the deposit to Customer.

COST INCREASE: Customer acknowledges that inflation; fuel, governmental charges, processing fees, waste composition and other disposal charges to which the Contractor is subject are a significant cost of the service provided. The Contractor may, at any time upon notice to Customer, at its sole and absolute discretion, increase the total unit price of all services provided the Customer pursuant to this Agreement, in an amount equal to the proportionate unit increase/change in waste composition, disposal, processing fees. Fuel costs or any other direct operating expense. Customer acknowledges Contractor's right to weigh Customer's solid waste. In the event the average weight of the 3 most recent pick-ups, exceeds eighty (75) pounds per cubic yard, which the Customer's rate is based upon, or waste composition changes, (excluding roll off charges), Contractor has the right to increase its unit price in this agreement by giving Customer at least ten (10) days written notice. The schedule of charges, in addition to the increases set forth above, shall be adjusted on an annual basis (at the contract anniversary date), to reflect any increase in the Consumer Price Index or 5%, whichever is greater over the preceding contract year. In no event shall any pricing be subject to decrease.

CHANGES: Changes in days of collection may be agreed to verbally, in writing or by the actions and practices of the parties. Customer agrees to execute a new service agreement term, in Contractor's then customary form, in the event Customer requests changes in container size, change of service location, equipment or frequency of type of service provided, effective as of the date of modification. If there is any conflict in charges, whether handwritten, printed, or as otherwise agreed to by the Customer pursuant to the terms of this Agreement, the greater amount will prevail. Any change in the schedule of charges to the Customer other than those allowable in the "Cost Increase" section must be agreed to by the Customer (Consensual Price Increase), if charges are paid by the Customer it is deemed as accepted and this agreement amended, if Customer objects by giving notice within 15 days of receipt of such increase by acceptable "Notice Procedure" as indicated above, the Customers rate will revert back to the previous rate, or a mutually agreed upon rate. Contractor has a right to terminate this agreement with 30 days written notice to customer if increase is rejected.

ASSIGNMENT AND BENEFIT OF AGREEMENT: This Agreement and all modifications shall be binding upon the parties and their successors and/or assigns. This Agreement may be assigned by the Contractor, by the assignee executing a new service agreement in the Contractors then customary from as of the date the assignment takes place. In the event Customer sells the business operated at the service location and fails to secure an assumption of this Agreement by Customer's purchaser, such assumption being subject to the reasonable approval of the Contractor. Customer shall nonetheless remain liable under the terms hereof.

LITIGATION: Customer agrees that venue for any litigation pertaining to this Agreement shall be brought in Broward County, Florida. If the Customer is a corporation, the individual executing this Agreement shalt be jointly and severally liable together with the Customer for performance and payment under this Agreement. Customer, Contractor and the person signing this Agreement on behalf of Customer hereby waive any and all right to trial by jury in any litigation arising out of this Agreement No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person against whom action is sought to be enforced. Failure of Contractor at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein, shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time. If any of the provisions hereof are unenforceable in whole or in part under the laws of any state where the same is sought to be enforced or as applied to any persons or circumstances, the remainder of this Agreement and the application of such provision or part thereof to other persons or circumstances shall not be affected thereby. In the event the Contractor initiates litigation to enforce the terms of this Agreement. Customer and the person signing on behalf of Customer shall be liable for payment of Contractor's costs and reasonable attorney fees.

LIQUIDATED DAMAGES: Customer acknowledges that as of the date of the execution of this Agreement, damages which Contractor would suffer in the event of the breach of the terms of this Agreement by Customer are difficult to ascertain. Therefore, Customer and Contractor agree that should Customer breach the terms of this Agreement, Customer shall be liable to Contractor for liquidated damages in an amount equal to the remaining months on the term or renewal term times eighty percent (80%) of the current monthly service charge in effect as of the date of Customer's default. If the Contractor is providing roll off service to Customer, the monthly charge upon which the aforesaid liquidated damages shall be based will be equivalent to the average monthly charge which shall be calculated by taking the monthly charges paid during each full month prior to the breach of the terms of this Agreement and dividing that sum by the total number of months that the payments were made to arrive at the average monthly charge paid (the "quotient"). The quotient, as calculated, shall be multiplied by the number of months remaining on the term of this Agreement to arrive at the liquidated damages amount. Customer and Contractor agree that the liquidated damages provision is fair and equitable and does not constitute a penalty. Customer further acknowledges that should it be found in breach of the terms herein, and if Contractor acquired and/or installed equipment specific to Customer's service needs (i.e., installation of compacting equipment, acquisition of non-standard containers) Customer shall be further liable for the Contractor's costs of such equipment and installation expenses associated therewith. Such damages shall be in addition to, and not to the exclusion of, the above mentioned liquidated damages.

RIGHT OF FIRST REFUSAL: Customer hereby grants to Contractor the right of first refusal to match any bona-fide offer Customer receives for pick up and disposal services for non-hazardous solid waste and/or Recycling/R.M. materials; which offer is intended to become effective following the expiration of this Agreement. Customer shall give Contractor written notice and copy of such offer and a reasonable opportunity for Contractor to advise Customer that Contractor will match the terms of such offer. If Contractor advises Customer that Contractor is exercising its right of first refusal, Customer agrees to enter into a new Agreement term with Contractor, in the form then customarily in use by Contractor, incorporating the terms of such offer in affect at that time. If customer fails to give such notice, customer agrees to pay Contractor 24 months times the most recent monthly service charge.

RECYCLABLE MATERIAL: All material to be collected will be specified by type, by Contractor, and must be containerized and/or sorted by Customer as instructed by Contractor. If recyclable material is contaminated, mixed or does not meet Contractor's specifications, Contractor, at its option, may either refuse pickup of such container or pickup such container and bill Customer extra pickup/load processing charges, plus the cost of disposal, which Customer agrees to pay. If any of these problems occur on two occasions or the recyclable material market changes as to the salability or price paid for such material, Contractor, at its option, may notify Customer that service will change to collection and disposal of non-hazardous solid waste material without regard to recyclability. Customer then agrees to execute a new agreement based upon the then current rates and terms in effect with Contractor for Customers with like waste materials as of the dale of the change of service. If Customer is being compensated for materials. The tons or pounds will be based on the actual weight determined/adjusted by the buyer of such materials as indicated on such receiving tickets issued by the buyer and as adjusted by such buyer and after Contractors expenses. The amount (per ton or pound) the Customer is compensated for may fluctuate due to local market conditions, supply chain/transportation disruptions, storage, etc. as determined by the buyer. In addition to the rebate formula as set forth in any individual agreement regarding RISI OBM/Yellow Sheet pricing, Panzarella Waste/Panzarella MRF (PWS/PMRF) may further adjust the date, rate paid and adjust for storage fees if material rates paid by the buyer to PWS/PMRF fluctuate due to local market conditions, transportation delays and storage issues as determined by the buyer. When material moves without local market conditions affecting it there will be no adjustments

VER: 02/2022