PARKING LICENSE AGREEMENT

This Parking License Agreement (this “Agreement”) entered into by and between LASSO INDUSTRIAL LLC, a Texas limited liability company d/b/a Outpost (“Licensor”), and the undersigned “Licensee”.

RECITALS

Licensor is authorized to license that certain real property located at the address selected during checkout (the “Property”).
Licensor desires to license the Licensed Premises (as hereinafter defined) to Licensee, and Licensee desires to accept and perform such license, all on the terms and subject to the conditions set forth herein.

AGREEMENT

In consideration of the mutual promises, agreements and consideration contained herein, Licensor and Licensee agree as follows:

License. Licensor hereby grants Licensee a non-exclusive license (“License”) for the purpose of using, for storage and parking purposes, the storage and/or parking space(s) at the Property designated by Licensor in its sole discretion (the “Licensed Premises”), upon which Licensee may store or park the number of trailers, tractors, and/or tractor-trailer rigs specified during checkout.
Term and Termination.
1. Monthly Parking: The term of this Agreement shall commence on the Effective Date (“Commencement Date”) selected during checkout and expire one (1) month thereafter (the “Term”), and shall automatically extend for consecutive one (1) month periods. Either party may terminate this Agreement upon thirty (30) days’ prior written notice.
2. Daily Parking: The initial term of this agreement shall be for a number of days specified by Lessee starting immediately or, if lessee specifies a future start date, at 12:00am on the specified start date. One (1) day is equal to a 24-hour period of time. For example, a two (2) day lease that begins at 3:00pm on a Friday ends at 2:59pm the following Sunday. The lease does not automatically renew. In the event lessee does not vacate, lessor reserves the right to charge lessee’s payment method immediately each additional day lessee remains on site at the same daily rate or the overage fee rate, whichever is greater.
3. Following the expiration or earlier termination of this Agreement, the License shall automatically terminate and Licensee shall deliver the Licensed Premises to Licensor in the same condition and repair as exists as of the Effective Date, reasonable wear and tear excepted. Licensee shall repair any damage to the Licensed Premises occurring during the Term. Upon Licensee’s failure to surrender the Licensed Premises, Licensee, in addition to damages otherwise recoverable, shall be liable to Licensor for all damages that Licensor sustains.
License Fee. During the Term, Licensee shall pay to Licensor a monthly or daily fee for the License in the amount selected during checkout (the “License Fee”), with the first payment due on or before the Commencement Date and subsequent payments due on or before the first (1st) day of each succeeding calendar month during the Term for monthly parking. For monthly parking, if the Commencement Date is not the first day of a calendar month, the payment due on the Commencement Date and on the first day of the last calendar month of the Term shall be pro-rated to reflect the actual number of days during the initial and final months of
the Term.
Late Fees and Penalties.
1. Should Licensee fail to pay License Fee within five (5) days of its due date, Licensee shall pay Licensor a late fee in the amount of fifteen percent (15%) of the unpaid amount due. Such late fee shall be payable immediately on demand.
2. Should Licensee fail to: (i) pay License Fee within fourteen (14) days of its due date; or (ii) respond to any notice or communication sent by Licensor to Licensee after fourteen (14) days of delivery of such notice or communication, Licensor may, in its sole discretion, restrict Licensee’s access to the Licensed Premises, and boot any tractor, trailer, or other vehicle that Licensee has parked in the Licensed Premises until the License Fee, any late fees and charges, boot removal, dumping/littering, parking violations and other fees owing under this Agreement have been paid to Licensor in full.
3. Should Licensee fail to: (i) pay License Fee within twenty-eighty (28) days of its due date; or (ii) respond to any notice or communication sent by Licensor to Licensee after twenty-eight (28) days of delivery of such notice or communication, Licensor may, in addition to the remedies set forth in Section 4(a) and (b) above, charge Licensee a storage fee in the amount of $75.00 per day.
4. Licensor has the right to charge Licensee for any violation of Licensor’s rules and regulations governing the Licensed Premises. Such fees and charges include, without limitation:
  1. Trailer kingpin or tractor/personal vehicle boot removal fee: $200
  2. Towing: $400
  3. Dumping/ littering fee: $300
  4. Parking violation (i.e. parking outside of designated space): $300
5. If Licensee parks or stores upon the Licensed Premises any item other than the Authorized Vehicles, Licensee shall pay Licensor an overage fee of $25.00 per additional item per day, which will be assessed to Licensee at the end of the month and payable by Licensee within thirty (30) days of invoicing.
6. Notwithstanding any other right or remedy available to Licensor under this Agreement, should Licensee fail to remove any Authorized Vehicles following the expiration or earlier termination of this Agreement, Licensor may remove or take possession of the Authorized Vehicles in accordance with any applicable laws, codes and ordinances.
7. Licensee hereby acknowledges that the late fees, penalties, and charges imposed by Licensor with the amount of such charges and fees and any rules and regulations subject to change from time to time without notice to Licensee
8. Licensee agrees to abide by all rules and regulations governing the Licensed Premises and Property. Licensor may, without notice to Licensee, at all times during the Term, change and enforce such rules and regulations as it may reasonably deem necessary in its sole discretion to protect the operation, marketability, safety, and welfare of the Licensed Premises and the Property.
Use of Licensed Premises.
1. Licensee will, and will cause its agents, contractors, employees, guests, and invitees (the “Licensee Parties”) to use the Licensed Premises solely for parking and abide by those safety and security regulations for the Licensed Premises which may be established by Licensor from time to time.
2. During the Term, Licensee shall use the Licensed Premises solely for the storage and/or parking of the Authorized Vehicles (the “Permitted Use”). Any use other than the Permitted Use, including the use of Equipment, requires prior written approval of Licensor, which approval may be withheld, conditioned or delayed in the sole and absolute discretion of Licensor. No repairs or maintenance of Authorized Vehicles is permitted on the Property including tire repairs or replacements, oil changes, or any minor or major repairs or maintenance. Any person or maintenance company doing work on an Authorized Vehicle on the Property will be asked to leave immediately with all of the Authorized Vehicles.
3. Licensee is responsible for any damage it causes to the Property including any improvements, buildings, property, fencing, gates, or concrete pavement. In the event Licensee causes such damage, Licensor may, at its option and without waiving any claim or right to damages: (i) repair, or cause to be repaired, such damage and demand that Licensee immediately reimburse Licensor for all costs and expenses associated with such repairs; or (ii) demand that Licensee, at its sole cost and expense, immediately repair or cause to be repaired such damage.
4. The licensee shall not do, or permit anything to be done, in, upon, or about the Licensed Premises that increases the fire or casualty hazard beyond that which would exist by reason of the Permitted Use or occupancy of the Licensed Premises. Licensee shall not do or permit to be done anything which will make uninsurable the Licensed Premises or any part thereof.
5. Licensee shall not do or permit to be done anything in, about, or upon the Premises that interferes with the rights of other tenants of Licensor; that conflicts with state, city or governmental laws or regulations; that creates a nuisance; or that is dangerous to persons or property.
6. Licensee shall have the non-exclusive right to use roads in the common area of the Property to access the Licensed Premises.
7. The vehicle owner is responsible for any damage to the building, property, fencing, gates, or concrete pavement. Driver/lessee must use caution when driving and parking and must use parking brakes when parked.
Insurance. Licensee, at its sole cost and expense, shall maintain liability and property insurance covering Licensee’s use of, and Licensee’s property stored on, the Licensed Premises during the Term and any extensions thereof. Licensee shall name Licensor as an additional insured on the policies of such insurance and shall provide a certificate of proof of such insurance coverage to Licensor prior to the commencement of this Agreement. Licensee shall deliver to Licensor certificates of insurance acceptable to Licensor prior to the Commencement Date. Licensor must be notified of any cancellations or significant changes to Licensee’s insurance. Any claims or potential claims shall be immediately reported to both the insurer and the Licensor. Licensee shall be responsible for any deductibles or amounts not covered by insurance.
Liability. The liability of the Licensor and Licensee pursuant to this Agreement, as between themselves, for death, personal injury, and property loss and damage which occurs by reason of, or arises out of, or is incidental to, the use oroccupancy by the Licensee of the Licensed Premises, shall be determined in accordance with the following provisions regardless of considerations of fault or negligence:
1. Licensee shall be solely responsible for, and shall bear all costs, expense, and liability resulting from death, personal injury, and loss and damage to property caused directly or indirectly, in whole or in part by the acts or omissions of Licensee, or the agents or employees of Licensee, or by the violation by Licensee or its agents or employees of any of the terms of this Agreement, or by the acts or omissions of Licensee concurring with the negligence of a third party.
2. Each of the parties shall obtain from their insurance carrier a waiver of rights of subrogation between the parties hereto (if applicable, a waiver by such party as may be self-insured).
3. The liability of Licensor shall be limited to Licensor’s interest in the Licensed Premises.
INDEMNIFICATION, WAIVER OF LIABILITY AND ASSUMPTION OF RISK. LICENSEE WILL DEFEND, INDEMNIFY AND HOLD HARMLESS LICENSOR, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, BENEFICIARIES, OWNERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “LICENSOR INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS, LIABILITIES, ACTIONS AND/OR SUITS AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS’ FEES) ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH ANY OF THE FOLLOWING: (I) ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT BY LICENSEE; (II) THE USE OR OCCUPANCY OF THE LICENSED PREMISES BY LICENSEE, ITS AGENTS, CONTRACTORS, EMPLOYEES, GUESTS, INVITEES, AFFILIATES, SUBSIDIARIES, DIRECTORS, AND OFFICERS (“LICENSEE INDEMNITORS”) PARTIES, AND/OR ANY OTHERS UNDER THE CONTROL OF THE RESPECTIVE PARTY; AND (III) THE ACTS OR OMISSIONS OF LICENSEE, THE LICENSEE INDEMNITORS AND/OR ANY OTHERS UNDER THE CONTROL OF THE RESPECTIVE PARTY; THE INDEMNITY PROVIDED FOR IN THIS SECTION 8 SHALL NOT APPLY TO ANY LIABILITY TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LICENSOR OR LICENSOR INDEMNITEES. LICENSEE SHALL RELEASE, DEFEND, INDMNIFY AND HOLS HARMESS LIENSOR INDEMNITEES AGAINST ANY BODILY INJURY, PROPERTY DAMAGE, DAMAGE, CLAIM, SUIT, LIABILITY, JUDGMENT, AND EXPENSE (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND OTHER COSTS OF LITIGATION) AND ANY FEES, PENALTIES OR ASSSESSMENTS ARISING OUT OF INJURY, DISEASE, OR DEATH OF PERSONS OR DAMAGE TO OR LOSS OF ANY PROPERTY, OR VIOLATION OF APPLICABLE LAW ARISING OUT OF THE ACTS OR OMISSIONS OF LICENSEE INDEMNITORS IN CONNECTION WITH THE USE OF ANY EQUIPMENT, MACHINERY, MECHANICAL DEVICES, ELECTRICAL DEVICES, AND/OR TOOLS (COLLECTIVELY, “EQUIPMENT”) ON THE LICENSED PREMISES, WHETHER OR NOT THE USE OF SUCH EQUIPMENT WAS PERMITTED BY LICENSOR. LICENSEE HEREBY ACKNOWLEDGES THAT IT SHALL INSPECT ALL EQUIPMENT PRIOR TO ITS USED ON THE LICENSED PREMISES AND ASSUMES ASSOCIATED WITH ITS USE THEREOF. LICENSEE ACKNOWLEDGES THAT LICENSOR HAS NOT AND WILL NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO ANY EQUIPMENT, INCLUDING COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE. The terms of this Section 8 shall survive the expiration or earlier termination or cancellation of this Agreement.
Right of Entry. Licensor shall have the right to enter the Licensed Premises for any purpose.
Environmental Matters. Licensee will not allow any hazardous material on to the Licensed Premises. Notwithstanding any provision to the contrary in this Agreement, Licensee hereby indemnifies Licensor, and agrees to hold Licensor harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind, whatever paid, incurred, or suffered against Licensor for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharge or release relating to the Property and Licensed Premises of any Hazardous Materials (defined below), including, without limitation, any losses, liabilities, damages, injuries, costs, expenses and claims asserted under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or any so-called “Superfund” or “Superlien” law, or any other federal, state or local law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any Hazardous Material. Licensee shall be solely responsible for the lawful containment and disposal of any Hazardous Materials or waste (including motor oil, anti-freeze, cleaning solutions, solvents, etc.) generated in association with Licensee’s use of the Licensed Premises. For the purpose of this Agreement, “Hazardous Materials” means and includes any hazardous, toxic or dangerous waste, substance or material defined as such in (or for the purpose of) the CERCLA, any so-called “Superfund” or “Superlien” law, or any other federal, state or local law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or anytime hereinafter in effect.
Security Interest. Licensor shall have at all times, a valid security interest to secure payment of the License Fee and other sums, and to secure payment of any damages or loss which Licensor may suffer by reason of the breach by Licensee of any covenant, agreement or condition contained herein, upon all equipment and other personal property of Licensee situated on the Licensed Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Licensor until all sums of money then due to Licensor hereunder shall first have been paid and all the covenants, agreements and conditions hereof have been fully complied with and performed by Licensee. Upon the occurrence of any event of default by Licensee, Licensor may, in addition to any other remedies provided herein, enter upon the Licensed Premises and take possession of any and all goods, wares, equipment, and other personal property of Licensee situated on the Licensed Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Licensee notice of the time and place of any public sale, or of the time after which any private sale is to be made, at which sale Licensor or its assigns may purchase unless otherwise prohibited by law. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorney’s fees and other expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to Licensee or as otherwise required by law; and Licensee shall pay any deficiencies forthwith. The statutory lien for the License Fee is not hereby waived, the security interest herein granted being in addition and supplementary thereto.
RISK OF LOSS. LICENSEE ACKNOWLEDGES AND AGREES THAT PARKING OR STORING THE AUTHORIZED VEHICLES ON, OR OTHERWISE USING, THE LICENSED PREMISES IS AT LICENSEE’S OWN RISK, AND LICENSOR SHALL HAVE NO OBLIGATION TO SECURE OR PROTECT THE AUTHORIZED VEHICLES. LICENSEE ASSUMES ALL OF THE RISKS ASSOCIATED WITH PARKING OR STORING THE AUTHORIZED VEHICLES ON THE LICENSED PREMISES, AND LICENSEE SHALL BE RESPONSIBLE, AT ITS SOLE COST AND EXPENSE, FOR ALL DAMAGES AND LOSSES TO LICENSEE AND THE AUTHORIZED VEHICLES ARISING IN CONNECTION WITH THIS AGREEMENT INCLUDING THEFT, VANDALISM, DAMAGES, ACTS OF TERRORISM, ACTS OF NATURE, AND FLOODING (“LOSSES”).
Compliance With Laws. Licensee, the Licensee Parties, and all others under the control of either of such party, will comply with all applicable laws, ordinances, rules and regulations during the Term. Neither Licensee nor the Licensee Parties will (nor will either such party permit others under their control to) use, suffer or permit any use of the Licensed Premises in a manner that would violate any law, ordinance, rule, regulation or this Agreement or constitute a hazard or nuisance.
Condition of the Licensed Premises. Licensee accepts the Licensed Premises in their “AS IS, WHERE IS” condition and agrees that Licensor has no obligation to improve or repair the Licensed Premises. Licensee shall not make any alterations, additions or improvements to the Licensed Premises nor make any contract therefor without first procuring Licensor’s prior written consent, which consent may be withheld in Licensor’s sole and absolute discretion.
Assignment and Subletting. Licensee shall have no right to assign this Agreement or sublease the Licensed Premises without the prior written consent of Licensor, which may be given or withheld in Licensor’s sole discretion.
Events of Default. The failure or refusal by Licensee to perform or observe any other covenant or condition of this Agreement, shall constitute a default under this Agreement. In the event of default by the Licensee, or any bankruptcy, insolvency or receivership proceedings of any kind be instituted by or against Licensee, Licensor may, at its option, terminate this Agreement by written notice to Licensee, whereby, upon delivery of such notice by Licensee, Licensee shall immediately surrender possession of the Licensed Premises to Licensor, or Licensor may enter upon and take possession of the Licensed Premises and expel or remove Licensee and the Authorized Vehicles therefrom in accordance with all applicable laws, codes and ordinances. Licensor shall have all the rights and remedies at law or in equity in connection with any default hereunder by Licensee.
Casualty. In the event the Licensed Premises are damaged by fire or other casualty, then either party shall have the option to
terminate this Agreement by delivering written notice to the other within thirty (30) days following the occurrence of such fire or other casualty. If either party terminates this Agreement, both parties shall be released from any liability thereafter accruing under this Agreement from the date of the casualty, except for those provisions that survive a termination of the Agreement. In the event that neither party so terminates this Agreement, Licensor shall have no obligation to rebuild or repair the Licensed Premises.
Eminent Domain. In the event all or any part of the Licensed Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, either party may terminate this Agreement upon prior written notice to the other whereupon it shall expire as of the date of such taking and both parties shall thereupon be released from any liability thereafter accruing hereunder except for those provisions that survive a termination of the Agreement. In the event the Licensed Premises are taken under the power of eminent domain, Licensor shall be entitled to the entire award or compensation from such proceedings; and Licensee hereby expressly waives all rights to any proceeds of such condemnation.
Notices. Any notices or other communications which any party may desire or be required to give to any other party shall be in writing and shall be sent to the other party by certified mail, return receipt requested, email, or nationally recognized overnight delivery service to the addresses set forth in the signature blocks below.
Subordination and Attornment. This Agreement shall not constitute an interest in real estate. Licensor and Licensee hereby acknowledge that this Agreement is a personal service contract and is not an instrument that runs with the land. As a result, this Agreement shall be subject and subordinate to the lien of any mortgage or deed of trust now or hereafter in force against the Licensed Premises and to all advances made or hereafter to be made upon the security thereof and all renewals, modifications, consolidations and replacement thereof, and to any lease in which Licensor is lessee, and any modifications, renewals, and replacements thereof without the necessity of any further act by Licensee. The provisions of this Section 20 shall be self-operative and no further instrument of subordination shall be required; however, upon request of Licensor or any mortgagee, deed of trust trustee or beneficiary, or lessor of Licensor, Licensee shall execute and deliver an instrument subordinating its rights hereunder to the lien of any mortgage or deed of trust now or hereafter in force against the Licensed Premises and to all advances made or hereafter to be made upon the security thereof and all renewals, modifications, consolidations and replacement thereof, and to any lease in which Licensor is lessee, and any modifications, renewals, and replacements thereof. In the event any proceedings are brought for the foreclosure of such lien, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Licensor covering the Licensed Premises, or should the lease in which Licensor is lessee be terminated, then at the election of holder of the lien or lease, this Agreement shall terminate or Licensee shall attorn to the successor to Licensor upon any such foreclosure or sale or termination and recognize such successor as Licensor under this Agreement.
Severability. If one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and it is also the intention of the parties to this Agreement that in lieu of each clause or provision of this Agreement that is illegal, invalid or unenforceable, there be added as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid and enforceable.
Entire Agreement. This Agreement, together with all schedules and exhibits hereto, contains the final and entire agreement between the parties hereto and contains all of the terms and conditions agreed upon and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind the parties hereto, it being the intent of the parties that neither Licensor nor Licensee shall be bound by any term, condition or representation not herein written.
Authority. Each party hereto represents that the individual signing on behalf of such party has full authority and is duly authorized to enter into this Agreement on behalf of such entity.
Legal Construction. This Agreement shall be construed under and in accordance with the laws of State the in which the Property is located, and all obligations of the parties created hereunder are performable in the County in which the Property is located. All proceedings arising out of this Agreement shall be brought in a court of competent jurisdiction in the State in which the Property is located.
Attorneys’ Fees. In the event that at any time following the date hereof Licensor or Licensee shall institute any action or proceeding against the other relating to the provisions of this Agreement or any default hereunder, then and in that event, the non-prevailing party shall reimburse the other for all reasonable costs and expenses, including reasonable attorneys’ fees and expenses incurred by the prevailing party with respect thereto.
Amendments or Modifications. This Agreement may only be changed, waived, modified or amended by an instrument in writing, executed by the parties hereto.
Recordation. Neither this Agreement, nor any memorandum of this Agreement, shall be recorded.
Estoppel Certificate. Within ten (10) days after written request by Licensor, Licensee shall execute and deliver to Licensor an estoppel certificate certifying as to such facts and agreeing to such other matters as Licensor may reasonably request, if true.
Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed originals, but all of which constitute one and the same instrument.