Parking Space Legal Term

These terms are a part of and incorporated into the Truck Parking Agreement cover page signed by Owner and Tenant:

1. PREMISES, USE & ACCESS.

Owner leases to Tenant, and Tenant leases from Owner, non-exclusive parking and staging rights on the Premises for the listed number of Vehicles. As used herein, (a) “Vehicle(s)” means one or more commercial trailer or tanker trucks (including for each, any tractors, trailers, tanks, containers, chasses, and related equipment); and (b) the “Premises’ includes all paved and unpaved areas, drive aisles, ingress/egress points, circulation areas, and any reasonable adjacent space needed for maneuvering. Owner represents, warrants and covenants it holds the legal right to grant these rights and that the boundaries and access routes shown on any site plan are accurate in all material respects (any material variance allows Tenant to terminate on ten (10) days’ notice with a prorated refund). Tenant may use the Premises for parking, staging, storage within Vehicles, loading/unloading, basic maintenance, and any other lawful trucking-related purposes reasonably incidental to Tenant’s operations. Tenant and its drivers, employees, contractors, carriers, and invitees shall have unobstructed, continuous access to the Premises 24 hours per day, 7 days per week, 365 days per year, including all holidays, without blackout dates or lockouts. Owner shall maintain at least two separate ingress/egress routes where reasonably available; if only one route exists, Owner shall pre-arrange an emergency alternative route and, for any access restriction lasting more than two (2) hours, rent abates at a rate of one (1) day for each hour (or partial hour) restricted until access is fully restored, plus reimbursement of Tenant’s reasonable documented rerouting and delay costs. Owner shall not block, gate, lock, or otherwise impede Tenant’s access or circulation, and shall not implement rules that materially burden Tenant’s operations. Owner shall not change locks, gate codes, or access credentials in a manner that restricts Tenant’s access, except in emergencies, and shall provide at least five (5) business days’ prior written notice of any non-emergency changes or maintenance that will cause any interference. Owner shall tow third-party obstructing vehicles at Owner’s cost after short notice to such party.

2. TERM; TERMINATION.

The term begins on the Effective Date (or other mutually agreed start date) and continues for six (6) months, after which case it automatically auto renews month-to-month thereafter (the “Term”). Tenant may elect to terminate without penalty at any time on thirty (30) days’ written notice. Any prepaid Rent shall be promptly refunded on a prorated basis on any termination. Owner may not terminate this Agreement nor opt out of renewal except due to Tenant’s uncured material default, after written notice and a 90-day cure period. If Tenant remains after termination of this Agreement with or without Owner’s consent, tenancy continues month-to-month at the same Rent and terms; no holdover premium applies.

3. RENT; PAYMENTS; ADJUSTMENTS.

Tenant shall pay the designated amount of Rent per month. Undisputed Rent is due on the 1st of each month, with a 15-day grace period. Rent is all-inclusive. Tenant shall not pay any common area maintenance, operating expenses, real estate taxes, insurance charges, utilities, capital costs, administrative fees, surcharges, after -hours fees, access credential charges, snow surcharges, fuel surcharges, “market adjustments,” or other pass-throughs of any kind. Rent shall not increase during the first three years of this Agreement. Thereafter, Owner may increase the Rent no more than two percent (2%) over the prior year's Rent on ninety (90) days’ prior written notice, prior to the third anniversary of the Commencement Date and prior to each subsequent anniversary thereafter. Tenant may pay Rent by check, ACH, credit card, PayPal, Zelle, or other customary method, without surcharge or fees. No late fees apply unless Tenant is more than 90 days late after Tenant receives at least five (5) days’ written notice, in which case a one-time late fee of the lesser of $25 or the maximum lawful amount may apply.

4. CONDITIONS & MAINTENANCE.

Owner represents, warrants and covenants the Premises are, and will at all times be, safe, suitable for heavy truck parking, with adequate pavement/base, lighting, and clear ingress/egress for large vehicles, and are engineered for the specified vehicle types and axle loads. Site circulation, turning radii, and signage are suitable for such vehicles, and Owner shall be responsible for tickets/fines arising from aby deficiency in the Premises, e.g., deficient design, signage, or markings. Owner represents, warrants and covenants quiet enjoyment and that no superior interest will disturb Tenant’s rights so long as Tenant is not in material default. Owner will obtain and deliver a simple non-disturbance acknowledgment from any mortgagee or ground lessor upon Tenant’s request. Owner shall, at its sole cost, keep the Premises in good, safe condition, including paving, striping, lighting, fencing, gates, signage, drainage, and prompt snow/ice removal for safe 24x7x365 operations. Owner shall maintain minimum surface standards (e.g., repair potholes exceeding 3 inches in depth or 8 inches in diameter within ten (10) days; eliminate tripping hazards; maintain illumination typical for trucking yards), sweep debris, and promptly replace downed signage/striping. Owner shall immediately respond to snow/ice events, including de-icing of primary truck paths. Owner shall promptly repair potholes, surface failures, broken lighting, and any hazardous conditions within a reasonable time after notice (not to exceed ten (10) days for non-emergencies and 24 hours for emergencies). If Owner fails to perform within these timeframes, Tenant may perform reasonable self -help after 24 hours’ notice (or immediately in an emergency) and deduct Tenant’s documented, reasonable costs from Rent, in addition to any other rights or remedies, and Tenant may terminate on 15 days’ written notice without penalty. Any prepaid Rent shall be refunded on a prorated basis within ten (10) days after the termination date. To the extent needed for Tenant’s use (including lighting), Owner shall provide utilities, including power outlets and lighting at no additional cost to Tenant and ensure lighting levels typical for commercial trucking yards. Owner shall maintain adequate lighting and reasonable on-site security measures (which may include cameras) suitable for a commercial trucking facility. Owner will be responsible for any theft and vandalism while on the Premises. Tenant may elect, in its discretion, to install supplemental, non-invasive cameras or deterrents, provided they do not damage structures or violate law. Tenant may use mobile guards from time to time. Tenant’s cameras and mobile security devices shall not be deemed fixtures and may be removed at any time. If access or services are interrupted for more than twelve (12) hours, Rent abates until fully restored. If interruption exceeds 72 hours, Tenant may terminate immediately and receive a prorated refund plus reimbursement of reasonable relocation costs up to one month’s Rent. Tenant Confidential – Page 2 of 2 may procure temporary lighting, security, snow/ice, or surface patching services during any interruption and deduct documented, reasonable costs from Rent.

5. OPERATIONS; RULES.

Owner may adopt rules only if they are reasonable, non-discriminatory and consistently applied to all users of the lot, and do not materially impair Tenant’s access or operations. Owner shall coordinate with Tenant to avoid conflicts with other users. If conflicts arise, Tenant’s operational needs shall take priority for access routes and maneuvering areas required for safe ingress/egress. Owner shall designate and enforce against third parties no-block zones and minimum drive-aisle widths and actively prevent obstructions by third parties.

6. INSURANCE; RISK ALLOCATION.

Owner shall maintain at all times during the Term: (a) commercial general liability with limits of at least $1 million per occurrence and $2 million aggregate; and (b) Umbrella/Excess Liability with limits of at least $2 million; and (c) property insurance covering site fixtures and improvements. Insurance does not limit Owner’s responsibilities under the Agreement. Owner shall defend, indemnify, and hold Tenant harmless from claims, losses, penalties, fines, demands, allegations, suits, and costs and expenses (including reasonable attorney’s fees and court costs) arising from Owner’s breach of this Agreement, or otherwise for conditions of the Premises (including for failure to adequately secure, light or otherwise maintain), for theft or vandalism, or otherwise for damage or harm to persons or property due to any such breach or otherwise due to the acts, omissions of Owner, its contractors, customers, other tenants and/or invitees, except to the extent caused by Tenant’s gross negligence or willful misconduct. TENANT IS NOT LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. TENANT'S LIABILITY UNDER THIS AGREEMENT IS CAPPED AT AGGREGATE FEES PAID BY TENANT TO OWNER FOR THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM FIRST AROSE.

7. DEFAULTS; REMEDIES

If Tenant fails to pay Rent or comply and does not cure within ninety (90) days after written notice, Owner may pursue legal remedies but may not, in any case, lock out, boot, immobilize, or tow Tenant’s Vehicles or change access devices except pursuant to a final court order. No default exists for amounts subject to a timely, good-faith dispute after written notice and payment of any undisputed portion. If Owner fails to perform and does not cure within ten (10) days after notice (24 hours for urgent safety or access issues), Tenant may self-help and deduct reasonable costs from Rent, pursue damages, or terminate. Failure to enforce is not a waiver. If a vehicle presents an immediate safety hazard, Owner shall notify Tenant and allow Tenant a reasonable time to move it. Owner will not assert any statutory or contractual lien to detain or immobilize Tenant’s Vehicles, and any such rights are hereby waived to the fullest extent permitted by law. Owner shall be responsible for governmental tickets resulting from site conditions under Owner’s control (e.g., improper signage or traffic flow). Tenant is responsible for tickets caused by Tenant’s operation. If a casualty materially impairs use, Rent abates proportionately. If not restored within ten (10) days, Tenant may terminate with a prorated refund. In a taking that materially impairs use, Tenant may terminate and receive a refund of prepaid Rent. Tenant may pursue its own award for relocation and business interruption where permitted.

8. RIGHT OF FIRST REFUSAL FOR ADDITIONAL PARKING SPACES.

If Owner plans to offer any additional parking, staging, or storage spaces at the Property or any adjacent parcel under Owner’s control, Owner must first offer them to Tenant on the same material terms by written notice stating the location, number/type, term, and price. Tenant will have ten (10) business days after receipt to accept in writing, and if accepted, the Parties will promptly amend this Agreement to add those spaces on the offered terms. If Tenant does not timely accept, Owner may proceed with a third party on terms no more favorable than those offered to Tenant, and any materially better terms must be re-offered to Tenant with a new ten (10) business-day response period.

9. MISCELLANEOUS.

Each party will follow all laws that apply to what it controls. Notices shall be in writing and delivered by hand, overnight courier, or email with confirmation, to the designated addresses or as updated in writing. Operational notices (access codes, outages, closures) may be sent by text to the listed contacts and are effective upon sending. Each party shall maintain at least one text-enabled 24/7 contact and acknowledge urgent operational notices within thirty (30) minutes. Notices are effective on delivery (or the next business day for overnight courier). Tenant may, without need for Owner’s consent, assign, sublicense, sub-park, or delegate or share its rights with any other person or entity, including without limitation affiliates, carriers, independent contractors, drivers, brokers, logistics partners, and customers, provided the assignee remains responsible for compliance. This Agreement is the entire agreement and may be amended only by a written instrument signed by both parties (email to suffice for routine notices, except that notices of default or termination must be sent by email plus overnight courier). Tenant retains control of its Vehicles and contents except as otherwise stated. Owner waives any warehouseman’s or similar liens against Tenant’s Vehicles and contents to the fullest extent permitted by law. This Agreement is subordinate to mortgages and ground leases, provided Tenant’s rights are not disturbed. The parties are independent; no partnership or agency is created. Governed by the laws of the Commonwealth of Virginia, with exclusive venue in Fairfax County, Virginia without regard to conflict of law principles, and waiver of jury trial to the maximum extent permitted by law. This Agreement may be signed in counterparts and by electronic signatures, each deemed an original. If any provision is invalid, the rest remains effective. Each party will sign further documents reasonably needed to carry out this Agreement. In any conflict between site rules, other users, or Owner activities and Tenant’s safe access or maneuvering, Tenant’s operational needs take priority.