exv10w18






Exhibit 10.18




CONSULTING AGREEMENT




     THIS AGREEMENT (“Agreement”), made and entered into as of December 5, 2008, by and between
Harris W. Hudson (“Hudson”) and Republic Services, Inc. (“Republic”).



WITNESSETH THAT:




     WHEREAS, Hudson’s service on the Board of Directors of Republic has ceased; and



     WHEREAS, Republic desires to retain the services of Hudson on a limited basis, and Hudson is
willing to provide his services subject to the terms and conditions of this Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is
hereby covenanted and agreed by Hudson and Republic as follows:



     1. DUTIES OF HUDSON. Subject to the terms of this Agreement, Hudson shall make himself
available on a reasonable basis to, and shall provide, advisory and consultative services as may,
from time to time, be reasonably requested by the Chairman and Chief Executive Officer of Republic
(but in no event shall such services require any travel by Hudson) in connection with the business
of the Republic for a period of one (1) year, commencing on the day after the closing of the
contemplated merger of the Republic’s subsidiary, RS Merger Wedge Inc. and Allied Waste Industries,
Inc. (the “Effective Date”).



     2. COMPENSATION



          a. Consideration. As full compensation for the services rendered pursuant to this
agreement, and regardless of the amount of consulting services requested by the Republic or
performed by Hudson, Republic shall pay Hudson the sum of $500,000.00 for the year, payable in
twelve monthly installments by the last day of each calendar month, commencing on December 31, 2008
and ending on November 30, 2009.



          b. Independent Contractor. This agreement shall not render Hudson an employee,
partner, or agent of, or joint venturer with, Republic for any purpose. Hudson is and will remain
an independent contractor in his advisory and consultant relationship to Republic. Republic shall
not be responsible for withholding taxes with respect to Hudson’s compensation hereunder. Hudson
shall have no claim against Republic hereunder for vacation pay, sick leave, retirement benefits,
social security, worker’s compensation, health or disability benefits, unemployment insurance
benefits, or employee benefits of any kind.



          c. Expense Reimbursement. During the terms of this Agreement, Hudson shall be
entitled to be reimbursed for all reasonable, documented and approved out-of-pocket expenses which
are incurred in connection with the performance of any consulting services rendered to Republic
hereunder.



 









 





     3. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Hudson agrees that, from the Effective Date and
at all times thereafter, he shall hold in confidence for the benefit of Republic, all trade secrets
and confidential information, knowledge or data relating to Republic or any of its subsidiaries or
affiliates, and their respective businesses, which shall have been obtained by Hudson during the
performance of his services on behalf of Republic, or during his consultation with Republic or
after he ceases to provide services for Republic, and which shall not be or become public
knowledge. Except in the good faith performance of his duties for Republic, Hudson shall not,
without the prior written consent of Republic or as may otherwise be required by law or legal
process, communicate or divulge any such information, knowledge or data to anyone other than
Republic and those designated by it.



     4. ASSIGNABILITY AND BINDING NATURE. This Agreement shall be binding upon and inure to the
benefit of the parties hereto. No rights or obligations of Republic under this Agreement may be
assigned or transferred pursuant to a merger or consolidation in which Republic is not the
continuing entity, or the sale or liquidation of all or substantially all of the assets of
Republic, as contained in this Agreement, either contractually or as a matter of law. No rights or
obligations of Hudson under this Agreement may be assigned or transferred by Hudson.



     5. AMENDMENT. This Agreement may be amended or cancelled only by mutual agreement of the
parties in writing without the consent of any other person. So long as Hudson lives, no person,
other than the parties hereto, shall have any rights under or interest in this Agreement or the
subject matter hereof.



     6. APPLICABLE LAW. The provisions of this Agreement shall be construed in accordance with the
laws of the State of Florida, without regard to the conflict of law provisions of any other state.



     7. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or enforceability of any other provision of this Agreement and this
Agreement will be construed as if such invalid and unenforceable provision were omitted (but only
to the extent that such provision cannot be appropriately reformed or modified).



     8. WAIVER OF BREACH. No waiver by any party hereto of a breach of any provision of this
Agreement by the other party, or of compliance with any condition or provision of this Agreement to
be performed by the other party, will operate or be construed as a waiver of any subsequent breach
by such other party of any similar or dissimilar provisions and conditions at the same or any prior
or subsequent time.



     9. NOTICES. Notices and all other communications provided for in this Agreement shall be in
writing and shall be delivered personally or sent by registered mail, return receipt requested,
postage prepaid, or prepaid overnight courier to the parties at the addresses set forth below (or
such other addresses as shall be specified by the parties by like notice):




	 	 	To Republic:




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Republic Services, Inc.

18500 North Allied Way

Phoenix, AZ 85054

Attention: Timothy Donovan, Executive Vice President, General Counsel and Secretary




     To Hudson:


Mr. Harris W. Hudson

1850 S.E. 17th Street, 3rd Floor

Fort Lauderdale, FL 33316



Each party, by written notice furnished to the other party, may modify the applicable delivery
address, except that notice of change of address shall be effective only upon receipt. Such
notices, demands, claims and other communications shall be deemed given in the case of delivery by
overnight service with guaranteed next day delivery, the next day or the day designated for
delivery; or in the case of certified or registered U.S. mail, five days after deposit in the U.S.
mail; provided, however, that in no event shall any such communications be deemed to be given later
than the date they are actually received.




     10. HUDSON’S REPRESENTATIONS. Hudson hereby represents and warrants to Republic that (i) the
execution, delivery and performance of this Agreement by Hudson does not and shall not conflict
with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment
or decree to which Hudson is a party or by which he is bound; and (ii) except to the extent
previously disclosed to Republic in writing, Hudson is not a party to or bound by an employment
agreement, noncompete agreement or confidentiality agreement with any other person or entity which
would interfere in any material respect with the performance of his duties hereunder.



     11. COMPANY’S REPRESENTATIONS. Republic represents and warrants that it is fully authorized
and empowered to enter into this Agreement, that the Agreement has been duly authorized by all
necessary corporate action, that the performance of its obligations under this Agreement will not
violate any agreement between it and any other person, firm or organization or any applicable law
or regulation and that this Agreement is enforceable in accordance with its terms.



     12. ENTIRE AGREEMENT. Except as otherwise noted herein, this Agreement constitutes the entire
agreement between the parties concerning the subject matter hereof and supersedes all prior
contemporaneous agreements, if any, between the parties relating to the subject matter hereof.



     13. COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and the same agreement.



{Signature follow on next page}




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     IN WITNESS THEREOF, Hudson has hereunto set his hand, and Republic has caused this document to
be executed in its name and on its behalf, and its corporate seal to be hereunto affixed, all as of
the day and year first above written.



	 	 	 	 	 
	 	HUDSON

 	 
	 	/s/ Harris W. Hudson
 	 
	 	Harris W. Hudson 	 
	 	 	 
	 
	 	REPUBLIC SERVICES, INC.

 	 
	 	By:  	/s/ James E. O’Connor
 	 
	 	 	Name:  	James E. O’Connor 	 
	 	 	Title:  	Chief Executive Officer & Chairman 	 
	 




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