Carrier ID: 3415085

Agreement 11/21/2022 11:09:18 AM (Pacific

Carrier Name: Ricks Lawn Care Inc
Date: Time)
379 KINGSWOOD
Address: Intra-State: GA A964754
DRIVE
City, State & TAYLORSVILLE, GA US DOT
2467848
Zip: 40071 Number:
Contact: Jakori ricks Phone: 912-419-6893

BROKER - CARRIER AGREEMENT

This Broker-Carrier Agreement (“Agreement”) is entered into this 21 day of November, 2022
(“Effective Date”), by and between WERNER ENTERPRISES, INC., a Nebraska corporation, with its
place of business at 14507 Frontier Road, Omaha, Nebraska 68138 (“Broker”), which is a
transportation broker of property properly authorized and registered with the Federal Motor Carrier
Safety Administration (“FMCSA”) of the Department of Transportation (“DOT”) in Docket No. MC
138328, and Ricks Lawn Care Inc DBA Ricks Lawn Care Inc, with its place of business at 379
KINGSWOOD DRIVE , TAYLORSVILLE, GA 40071 (“Carrier”).

RECITALS:

WHEREAS, Broker regularly has the opportunity to control the routing of shipments under its
arrangements with various consignees and consignors (“Customers”), including the selection of carrier
and the payment of the charges for the transportation; and

WHEREAS, Broker desires Carrier to perform transportation of shipments that Broker has obtained
under its arrangements with various Customers, which services will or may involve Carrier operating,
hauling and/or being in possession of equipment and/or cargo containment means including but not
limited to trailers, chassis automated vehicles, automated driving systems, ocean containers and other
equipment capable and legally approved to transport shipments; and

WHEREAS, Broker is a property broker registered and authorized by the FMCSA and Carrier is a
motor contract carrier registered and authorized to operate in interstate and/or intrastate commerce by
the DOT and any other applicable federal, state and local regulatory agencies, transporting general
commodities and providing motor carrier services to meet the distinct needs of the Broker and the
Customers.

NOW, THEREFORE, in consideration of the terms, conditions and covenants contained herein and
intending to be legally bound, the Broker and Carrier agree as follows:

1. Services. Broker agrees to offer to the Carrier, from time to time, on a non-exclusive basis,
 shipments, including but not limited to, trailers or containers on chassis, loaded or empty, as
well as shipments capable and legally approved to be transported via automated vehicles or
automated driving systems for Carrier to transport as a motor contract carrier to and from such
other points between which service may be required and which Carrier is authorized to serve.
Upon execution of this Agreement, Carrier shall furnish Broker a copy of each of its operating
authorities and/or evidence of proper registration with state and/or federal DOT or other
governmental bodies with regulatory oversight responsibility for ensuring compliance with the
safe and secure transport of shipments, such as National Highway Traffic Safety Administration
(“NHTSA”). Carrier shall accept said shipments and perform the transportation service in a
prompt, competent and efficient manner within the then generally-accepted service standards of
the trucking industry and within the restrictions, if any, set by Broker or its Customer(s). Carrier
shall transport all accepted loads on equipment operating under Carrier’s FMCSA operating
authority. Carrier may not broker or subcontract the loads to any other carrier or utilize
substituted rail to perform the services hereunder. If Carrier in any manner sub-contracts,
brokers, or otherwise arranges for freight to be transported by a third party, in addition to any
other rights and remedies available to Broker, Broker may, in its sole discretion, pay the
underlying carrier directly, which payment will relieve Broker of any and all payment
obligations to Carrier with respect to such load. Upon Broker’s payment to the underlying
carrier, Carrier shall not be released from any liability to Broker or its Customer under this
Agreement. All services performed by Carrier at the direction of or on behalf of Broker during
the term of this Agreement, shall be deemed to be that of a contract carrier by motor vehicle
subject to all of the terms and conditions hereunder, and unless otherwise specifically agreed to
in writing, this Agreement shall apply to all services rendered by Carrier to Broker. The parties
agree that Broker’s responsibilities under this Agreement are limited to arranging for the
transportation of freight with Carrier, and Broker shall not actually perform the transportation
services, possess the freight, or control the means or methods of the transportation.

2. Compensation to Carrier. Carrier and Broker shall establish mutually-acceptable contract rates,
rules and accessorial charges and Carrier shall be paid, as its full compensation, solely on the
basis of such rates and rules for the specified transportation services performed by Carrier. All
such rates, rules and accessorial charges will be confirmed in writing or by facsimile
transmission, properly signed by authorized representatives of each party, and by this reference
fully incorporated herein. The source for miles to be used in the calculation of compensation for
mileage based rates shall be the then current version of Rand McNally Mile Maker© reflecting
The Household Goods Carriers’ Bureau Mileage Guide Tariff unless otherwise agreed in writing
by the parties. In the event the load or tour confirmation contains a predetermined charge for
automated tracking and Carrier fails to provide automatic tracking service on such load, Broker
reserves the right to automatically offset such automatic tracking charge from any freight
charges owed to Carrier.

3. Receipts and Bills of Lading. Each shipment hereunder shall be evidenced by a receipt, which
shall be signed by Carrier or Carrier’s agents or employee showing the kind and quantity of
 product received by Carrier at origin. Such receipt shall be evidence of Carrier’s receipt of such
shipment in good order and condition unless the contents of such shipment are not readily
observable or as may otherwise be noted on the face of such receipt. Any terms, conditions and
provisions contained in any bill of lading, tariff, manifest or other documents shall not modify
or add to, but shall be subject and subordinate to the terms, conditions and provisions of this
Agreement and, in the event they conflict with this Agreement, the terms, conditions and
provisions of this Agreement shall prevail and take precedence. The parties agree that Broker
will not be a party to the bill of lading. If Broker is listed as a party on the bill of lading, such
listing is for convenience only and shall not change Broker’s status as a property broker, nor
Carrier’s status as a motor carrier.

Upon delivery of each shipment to the destination specified by Broker or its Customer, Carrier
shall obtain a signature from the consignee or its agent showing the kind and quantity of product
delivered, and any damages, overages or shortages thereof. Carrier shall notify Broker of any
such damages, overages or shortages via phone immediately upon delivery, and confirm same in
writing to Broker via facsimile within twenty-four (24) hours of delivery.

4. Payment. Broker shall pay Carrier, on Customer’s behalf, for Carrier’s services within thirty
(30) days of receipt of all necessary documentation, to be identified at acceptance of the load by
Carrier, which may include, but shall not be limited to, the original bill of lading or shipping
order, delivery receipt and Carrier’s invoice indicating the trailer number and Broker's control
number. Carrier agrees that it shall look solely to Broker for payment for any services rendered
hereunder, and shall not, in any event, contact the Customer regarding payment of freight bills
without the prior, express written consent of Broker. Carrier agrees that no penalties, interest or
late charges of any nature whatsoever will be assessed against Broker or its Customer(s) for
occasional and inadvertent late payments.

5. Compliance With Laws. With respect to the transportation services provided herein, Carrier
shall comply with all federal, state and local laws, rules, regulations and ordinances, including,
but not limited to all rules and regulations promulgated by the FMCSA, DOT, NHTSA and all
other Federal and state agencies and departments having jurisdiction over the transportation
services to be performed. Carrier shall defend, indemnify, and hold Broker and its Customers
harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs
of any nature whatsoever arising or resulting from Carrier's failure to comply with all such laws,
rules, regulations and ordinances. To the extent that any shipments subject to this Agreement are
transported within the State of California, Carrier warrants that (i) all 53 foot trailers (including
both dry-van and refrigerated equipment) it operates and the heavy-duty tractors that haul them
within California under this Agreement are in compliance with the California Air Resources
Board (CARB) Heavy-Duty vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission
Reduction Regulations; and (ii) All refrigerated equipment it operates within California under
this Agreement is in full compliance with the California Air Research Board (CARB) Transport
Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. Carrier
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 shall be liable to Broker, Broker’s customers, the consignor, or the consignee for any penalties,
or any other liability, imposed on, or assumed by said parties due to penalties imposed on
Broker, Broker’s customers, the consignor, or the consignee because of Carrier’s use of non-
compliant equipment. Carrier shall comply with all requirements under the Food Safety
Modernization Act (“FSMA”), including Broker’s FSMA procedures which are attached hereto
and incorporated herein as Exhibit A. Carrier shall be liable to Broker, Broker’s customers, the
consignor, or the consignee for any penalties, or any other liability, imposed on, or assumed by
said parties due to penalties imposed on Broker, Broker’s customers, the consignor, or the
consignee because of Carrier’s failure to comply with FSMA or Broker's FSMA Procedures.

6. Equipment. The transportation services to be performed by Carrier shall be performed with

equipment which is in good order, condition and repair and which meets with all applicable
federal and state laws, rules and regulations, including, but not limited to those of state and/or
federal DOT and/or NHTSA. Carrier shall be solely responsible for all expenses associated with
the equipment and accessories required to perform the services contemplated herein, including
but not limited to all maintenance, supplies, oil, fuel, taxes, permits, licenses, and insurance.

Carrier understands that Broker deals in commodities requiring sanitary equipment which is in
compliance with local, state and federal statutes and regulations. Carrier agrees that it will
provide motor carrier equipment which is in compliance with such statutes and regulations, and
specifically agrees that it will not provide equipment which has ever been utilized to haul
garbage, trash, hazardous waste or Division 6.1 Poisonous/Toxic Material (as defined by 49
CFR §173.132). If a Customer requires trailers to be sealed, Carrier shall be solely responsible
for maintaining seal integrity during transportation of the shipment. Except as is required by law
enforcement personnel, under no circumstances shall Carrier or any of its personnel break any
seal without the express consent of Broker. At time of delivery, Carrier shall not break a seal
unless personnel of the consignee or consignor, as appropriate, is present at the time the seal is
broken.

7. DOT Safety Rating. Carrier hereby represents and warrants that its current safety rating issued
by the DOT is not less than “Satisfactory” or that it is unrated. In the event Carrier is issued a
safety rating of less than “Satisfactory” at any time during the term of this Agreement, Carrier
agrees to notify Broker immediately in the manner prescribed in the Notices provision contained
herein. Broker shall have the right to terminate this Agreement immediately upon on any such
issuance of a safety rating of less than “Satisfactory”.

8. Public Liability Insurance and Indemnity. Carrier shall procure and maintain, at its sole cost and
expense, with reputable and financially responsible insurance underwriters, acceptable to
Broker, the following insurance coverages:

a. Automobile Liability insurance (including contractual coverage for the liabilities assumed
herein) to include any auto, or all owned, non-owned and hired autos, covering bodily
injury (including injury resulting in death) and loss of or damage to property (including
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 environmental restoration), in an amount not less than $1,000,000 combined single limit
per occurrence.

b. Worker’s Compensation insurance in the amounts required by statute in the jurisdictions

where the services hereunder will be performed, and Employer’s Liability insurance in an
amount not less than $500,000 per occurrence.

c. All Risk Cargo Liability insurance, to include mechanical refrigeration unit breakdown if
applicable, in an amount not less than $100,000 per trailer, and shall not contain any
exclusions for employee theft or dishonesty.

d. Contractual liability insurance covering the indemnifications contained within this

Agreement.

e. Any other insurance which may be required by any applicable federal, state or local laws,
rules, regulations or ordinances, including but not limited to product liability insurance
applicable to automated vehicles and/or automated driving systems in amounts the greater
of that required by law or meeting customary and usual amounts for such equipment.

Absent applicable state laws or regulations to the contrary, the policies specified in (a) and (b)
above shall not contain any exclusions for punitive damages. Carrier shall furnish to Broker
written certificates without request (and, if requested by Broker, copies of insurance policies)
showing that the above insurance has been procured and is being maintained, the amount of any
deductibles applying to each policy, and specifying the name of the insurance underwriter,
issuing agency or broker, the policy number or numbers, and the expiration date or dates. Such
insurance policies shall provide (without reservation or restriction) that in the event of
cancellation or material modification of any policy, written notice shall be given to Broker at
least thirty (30) days prior to the effective date of such cancellation or modification as to each
policy. In addition, if applicable, Carrier shall furnish a complete and true copy of its current
MCS-90 endorsement which is on file with the FMCSA.

Carrier specifically acknowledges that providing proof of the insurance coverages required
herein shall in no event be construed as limiting its liability in the performance of its obligations
hereunder, and shall not constitute a representation by Broker or its Customers that such
insurance and its limits of coverage are adequate to protect the interests of Carrier.

If Carrier is not required by applicable law to maintain the insurance required in Section 8(b),
Carrier must complete either an Owner Operator Addendum or a Hold Harmless Covenant for
Workers’ Compensation Addendum as appropriate. In the event of any change in Carrier’s status
governing Worker’s Compensation insurance, Carrier must immediately notify Broker in
writing.

9. Indemnity. Carrier shall defend, indemnify and hold Broker and its Customers and their
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 respective past, present and future officers, directors, stockholders, attorneys, agents, servants,
representatives, employees, subsidiaries, affiliates, partners, predecessors and successors in
interest, and assigns harmless from all fines, costs, penalties, liabilities and claims of every kind,
including attorneys' fees, costs of suit, settlements, judgments, and all other expenses to which
Broker may be subjected on account of loss or destruction or damage to any property
whatsoever (including cargo), or injury to, or death of, persons whomsoever, arising out of or in
connection with the transportation of property under this Agreement by Carrier, its agents, or
employees or from a failure of any automated driving system or automated vehicle. For the sake
of clarity, the reference to “property” herein includes trailers, carriage conveyances (including
but not limited to chassis),automated vehicles, automated driving systems and ocean containers
entrusted to and being in the possession of Carrier for the purposes of this Agreement. Carrier’s
obligation to defend, indemnify and hold Broker and its Customers harmless under this Section
9 shall not in any manner be limited by any limitation on the amount or types of damages,
compensation or benefits payable by Carrier, its agents or subcontractors under applicable
worker’s compensation acts, disability benefit acts or other employee benefit acts, and Carrier
hereby specifically waives any immunity it may have under such acts.

10. Cargo Liability and Claims. Carrier shall be liable to Broker, and its Customers, for all loss,
damage or injury to all cargo occurring while in the possession or under the control of Carrier
hereunder, or resulting from Carrier’s performance or failure to perform the services undertaken
by Carrier under the terms of this Agreement or from a failure of any automated driving system
or automated vehicle. Any attempt by Carrier to limit its liability or amend this Agreement by
provisions contained in any bill of lading, delivery receipt or tariff (whether filed, published or
independently determined), whether purported to be incorporated by reference into this
Agreement by an attachment or otherwise shall be deemed null and void.

Except as specifically set forth to the contrary herein, all claims for overage, shortage, loss and
damage and any salvage arising therefrom under this Agreement shall be submitted to Carrier
and handled and processed in accordance with 49 CFR Part 370. Carrier shall acknowledge
receipt of all such claims within thirty (30) days and shall settle all claims within sixty (60) days
of receipt. Broker reserves the right to withhold payment of any money due for services
rendered by Carrier where claim liability is disputed, until the Broker and Carrier come to a
mutual understanding. The time limit for filing loss and damage claims with Carrier shall be ten
(10) months from the date of delivery of the shipment, or in the case of non-delivery, ten (10)
months after a reasonable period of time for delivery of the shipment has elapsed.

Broker’s Customer may determine, in its sole discretion, whether any damaged goods may be
salvaged and, if salvageable, the value of such salvage. Carrier agrees that it shall not sell,
otherwise dispose of, or permit the sale, disposal or salvage of any goods hereunder without first
obtaining the written consent of Broker, which may be withheld in its sole discretion, and then
only after removing all such trade names, trademarks, logos or service marks prior to such sale
or disposal.
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 Except to the extent it conflicts with the terms contained herein, the time limits for filing of loss
and damage claims, and the time limits for filing any action at law for disallowance of claims,
shall be governed by the provisions contained in 49 U.S.C. Section 14706.

11. Undercharge and Overcharge Claims. Except as otherwise expressly provided for herein, Carrier
shall process all overcharge and duplicate payments as provided in 49 C.F.R. Part 1008. The
time limit for filing of initial claims for alleged undercharges or overcharges under the terms of
this Agreement shall be one hundred and eighty (180) days from the date of delivery of the
shipment. Failure to file a claim challenging initial charges within said one hundred and eighty
(180) day period shall forever bar any action at law for recovery of same. Any action at law by
either party to collect alleged undercharges or overcharges under the terms of this Agreement
shall be commenced not later than eighteen (18) months after delivery of the shipment.
Expiration of said eighteen (18) month term shall be a complete and absolute defense against
any such claim, regardless of any extenuating or mitigating circumstances or excuses of any
nature whatsoever.

12. Independent Contractor. Carrier is a lawfully licensed operator with required insurance, process
agents and motor common carrier or contract carrier authority under the Interstate Commerce
Act and shall provide service under its own certificate(s) or permit(s). This Agreement does not
make Carrier an agent, a legal representative, joint venturer, or partner of Broker for any
purpose whatsoever. It is understood between the parties hereto that Carrier is to act as an
independent contractor and is in no way authorized to make any contract, warranty or
representation on behalf of Broker, or to create any obligation expressed or implied on behalf of
Broker. It is expressly agreed and understood that Carrier shall not be considered under the
provisions of this Agreement or otherwise as having any employment status with Broker, or as
being entitled to partake in any plans, distributions, or benefits extended by Broker to its
employees. Carrier assumes full responsibility for payment of federal, state and local taxes or
contributions for unemployment insurance, pensions, workers' compensation or other social
security and related protection with respect to the persons engaged in the performance of the
services rendered hereunder and agrees to comply with applicable federal, state and local laws,
ordinances, regulations and rules applicable thereto. Carrier does hereby indemnify and hold
harmless Broker and its Customers from any liability, loss or expense on account of Carrier's
failure to comply with such applicable federal, state and local laws.

13. No Lien. Carrier shall have no lien, and hereby expressly waives its right to any lien, on any
cargo or other property of Broker or its Customers.

14. Term and Termination. This Agreement shall be effective on the Effective Date and shall
continue for two (2) years. This Agreement may be terminated at any time by either party,
without cause, upon ten (10) days' written notice from one party to the other. Unless otherwise
specifically agreed to in writing, this Agreement shall apply to all services rendered by Carrier
to Broker.
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 15. Waiver of Remedies. Pursuant to Title 49 U.S.C. Section 14101(b)(1) the parties hereby
expressly agree to waive all rights and remedies available under the Interstate Commerce Act as
amended, and regulations promulgated thereunder, except as otherwise provided in this
Agreement, and excepting those provisions governing registration, insurance, and safety fitness.
The exclusive remedy for alleged breach of this Agreement shall be an action filed in an
appropriate State court or United States District Court.

16. Choice of Law. This Agreement shall be deemed executed in the State of Nebraska and shall be
interpreted, in the event of a dispute arising hereunder, under the laws of Nebraska with the
exception of its conflicts of laws provisions. In the event that a dispute shall arise concerning the
terms, conditions or performance under this Agreement, then the dispute shall be settled in the
appropriate Nebraska state court or the Federal District Court for the District of Nebraska.

17. Notices. All notices as required by any of the terms and conditions of this Agreement shall be
deemed given with the notices prepared, adequately addressed and deposited in the United
States mail, postage prepaid. Notices to Broker and Carrier are adequately addressed as follows:

Broker:

Werner Enterprises, Inc.

14507 Frontier Road
Omaha, NE 68138

Attention: Associate Corporate Counsel

With a copy at the same address
to Attention: EVP – General Counsel

Carrier:

Ricks Lawn Care Inc DBA Ricks Lawn Care Inc

379 KINGSWOOD DRIVE
TAYLORSVILLE, GA 40071

Attention: Jakori ricks

18. Non-Waiver. If either party fails to enforce, or waives the breach of any term or condition of this
Agreement, such action or inaction shall not operate as a waiver of any other breach of such
term or condition, nor of any other part of this Agreement, nor of any other rights, in law or
equity, or of claims which each may have against the other arising out of, connected with or
related to this Agreement.

19. Assignment. Neither party may assign this Agreement without the prior written consent of the
other party.
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 20. Confidentiality. The parties hereto shall protect the confidentiality of all non-public information
developed by either of them in connection with the Agreement. This Agreement and all such
information developed in connection herewith shall be held in confidence by each party for the
duration of the Agreement and for a period of three (3) years thereafter unless prior written
approval authorizing such disclosure is obtained from the other party or either party is required
by law or governmental authority to disclose.

21. Administrative - Severability. In the event that any provision of this Agreement shall be
construed as or declared to be invalid, unenforceable or unconstitutional, then said provision
shall be considered severed from this Agreement to the extent of such invalidation,
unenforceability or unconstitutionality. All remaining provisions of this Agreement shall remain
in full force and effect.

22. Section Headings. All section headings in this Agreement are inserted for convenience only and
shall not affect any construction or interpretation of this Agreement.

23. Preferred Form. This Agreement exclusively and completely states the rights and obligations of
the parties hereto with respect to the subject matter hereof and supersedes all other agreements,
oral or written, with respect to such subject matter and, except as and to the extent expressly
provided herein, supersedes all tariffs or rates heretofore or hereafter published, filed or
independently determined by Carrier. Any modification or alteration of this Agreement shall
have no force or effect unless in writing and signed by authorized representatives of both
parties.

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first hereinabove
written.

Name of Authorized Carrier Representative: Jakori ricks

Title of Authorized Carrier Representative: CEO
Phone number of Authorized Carrier Representative: 912-419-6893
Email of Authorized Carrier Representative: ricksjakori@gmail.com

Agreement Date: 11/21/2022

Print Agreement

"I, Jakori ricks, am the CEO for Ricks Lawn Care Inc. I am authorized to execute the contract set
out above dated 11/21/2022 11:09:18 AM Pacific Time between Werner Enterprises and Ricks Lawn
Care Inc and legally bind the company to the terms and conditions set forth therein. This electronic
signature serves as an original and any electronic version and other signatures are incorporated as if
originals into the original document. This electronic signature shall have the same force and effect as
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 an original source.

BY CLICKING THE ACCEPTANCE BUTTON, I ACKNOWLEDGE THAT I HAVE READ AND

UNDERSTAND THE AGREEMENT AND AGREE TO THE ENTIRETY OF THE TERMS &
CONDITIONS CONTAINED THEREIN. THE AGREEMENT SHALL BE BINDING ON RICKS
LAWN CARE INC. I UNDERSTAND AND ACKNOWLEDGE THAT RICKS LAWN CARE INC
IS THE "CARRIER " AS THAT TERM IS USED IN THE AGREEMENT."
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