ATTACHMENT "A"

LEASE AGREEMENT

THIS LEASE AGREEMENT (" Lease") is made by and between the CITY OF LINCOLN, NEBRASKA, a municipal corporation ("Lessor") and Truck Equipment Service Company, an affi liate of the predecessor lessee E.J.C. CORPORATION, Lincoln, Nebraska, a Nebraska business corporation ("Lessee").

RECITALS

The Leased Property identified herein is owned by Lessor but is not currently utilized for any purpose. Lessee's plant for the manufacture, sale, and servicing of trucks, trailers, and related equipment abuts the Leased Property. Lessee des ires to lease from Lessor the Leased Property for limited use in conjunction with its business activities.

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

I. Leased Property. Lessor leases to Lessee and Lessee leases from Lessor the following described property, excluding an area reserved by Lessor for landscaping ("Landscaping Perimeter") as provided for in the "Site Maintenance and Landscaping" paragraph and as shown on Exhibit "A" to this Lease:

A tract of land described as Lot 1, approxi mately 6.42 acres, of M.R. Kmpicka=s Addition all located in the South Half (SW l/2) of Section 14, Township I 0 North, Range 6 East of the 6th P.M., Lincoln, Lancaster County, Nebraska ("Leased Property").

A legal description and depiction of the Landscaping Perimeter reserved by Lessor is attached as Exhibit "A-1" to this Lease.

2 . Tem1 and Termination . The term of this Lease shall begin February I, 20 17 and continue thereafter for five years until January 3 1, 2022 ("Lease Term"). Either party may have the option to terminate the Lease if the other party fai ls to perform as required in this Lease. Termination rights under this section may be exercised only after the non-breaching party notifies the breaching party of the failure to perform in writing upon giving the other party thirty (30) days written notice. See further the provisions on breach provided for in the "Default by Lessee" paragraph or as otherwise provided herein. Either party also has the right to terminate this Agreement for any reason for its own convenience after providing the other party ninety (90) days written notice of the termination . Lessee shall have the option to terminate the Lease in the event of a change of its ownership, a sale of a ll or substantially all of its assets, a merger, consolidation or acquisition of Lessee with, by or into another corporation, entity or person or any other bona fide corporate transaction after providing Lessor thirty (30) days written notice.

3. Rent. Lessee shall pay as cash rent on the 1st day of the February for each year of the Lease Term of$ 10,843.29. This lease rate is based on the CPI increase for the 5-year period from November 20 I I to November 2016 of 6.68%. The lease rate for the original entire 6.42 acres would have increased by 6.68% from $11 ,715.32 to $ 12,497.86, which equates to $1,946.73 per acre. For

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the 5.57 acres to be leased (6.42 acres - 0.85 acres landscape area shown on Exhibit "A") for this Lease Tem1, the new lease rate is $10,843.29 (5.57 acres x $1 ,946. 73 per acre). Rent shall be paid to Lessor at the address set forth in the "Notices" paragraph of this Lease, which shall then be directed to be deposited into the Lincoln Parks and Recreation Foundation: Kids Endowment/Beautiful Kids Fund for access to parks and recreation programs and facilities for economically disadvantaged youth.

4. Rent Increases. The annual cash rent shall be adjusted effective at the beginning of each five-year period by the factor equal to the change in the Consumer Price Index (published by the U.S. Department of Labor for the region in which Lincoln, Nebraska is located) from the beginning of the last preceding five (5) year period. Provided, however, the increase in the annual cash rent for any subsequent five (5) year period shall not exceed eight percent (8%) of the annual cash rent for the preceding five (5) ear period.

5. Renewal Options. E.J.C. Corporation entered into the first term of the Lease as approved by Lincoln City Council Ordinance No. 17147 on February 26, 1997. Lessee shall have the option to renew this Lease for two (2) additional five (5) year terms by giving written notice to Lessor of its election to renew not less than sixty (60) days prior to the end of the Lease Term or any renewal term. The terms and provisions of this Lease shall govern all renewal terms.

6. Limited Use. Lessee shall not construct any building or structures on the Leased Property. Lessee will use the Leased Property for parking and for the storage of trucks, trailers, related equipment, and raw materials used in the manufacture of trucks and trailers. Lessee can grade the surface of the Leased Property and place crushed rock thereon so long as not more than twelve inches of the surface are removed or relocated. Lessee can construct fences on the Leased Property so long as the post holes do not penetrate more than twenty-four inches below the existing surface. Lessee will not use nor permit the Leased Property to be used in violation of any law, ordinance, or regulation of any governmental agency.

7. Taxes. Lessee shall pay any taxes levied upon the Leased Property and any improvements made by Lessee which are due during the Lease Term.

8. Insurance. a. Risk of Loss. Lessee shall keep any property maintained on the Leased Property insured against loss or damage by fire and such other risks throughout the Lease Term. The risk of loss for such property shall belong solely to Lessee.

b. Liability and Indemnity. Lessee will protect, indemnify, defend, and save harmless Lessor from and against any and all loss, cost, damages, and expenses occasioned by or arising out of any accident or other occurrence causing or inflicting injury and/or damage to any person or propetiy happening or done in, upon, or about the Leased Property, or due directly or indirectly to the use or occupancy thereof, or any part thereof by Lessee or any person claiming through or under Lessee. Lessor will protect, indemnify, defend, and save harmless Lessee from and against any and all loss, cost, damages, and expenses occasioned by or arising out of any maintenance to the Landscaping Perimeter adjacent to the Leased Property .

c. fnsurance Coverage. Lessee shall maintain comprehensive public liability insurance at its own expense during the Lease Tenn, naming and protecting City of Lincoln, its officials, employees and volunteers as an additional insured, against claims for damages. The minimum acceptable limits of liability to be provided by such insurance shall be as follows: 1. All Acts or Omissions - $1,000,000 each Occurrence; $2,000,000

Aggregate; and 2. Property Damage- $100,000; and 3. Personal Injury Damage - $1,000,000 each Occurrence; and 4. Medical Expenses (any one person)- $10,000; and 5. Fire Damage (any one fire)- $100,000; and 6. Umbrella or excess coverage- $1,000,000 each Occurrence.

Lessee further covenants and agrees that it will, at its own expense, procure and maintain this comprehensive public liability insurance in an amount to be determined every five years by the City=s Risk Manager but initially not Jess than $1 ,000,000.00 for any one accident, and with limits of$1 00,000.00 for property damage, protecting Lessor against such claims, damages, costs, or expenses on account of injury to any person or persons, or to any property belonging to any person or persons by reason of any such casualty, accident or other happening on or about the Leased Property during the Lease Tenn.

d. Named Insured. The liability insurance shall be issued by a responsible insurance company authorized to do business in the State ofNebraska. The policy shall name Lessor as an additional insured and provide that thirty (30) days advance written notice to Lessor is required before modification or cancellation. Lessee shall provide Lessor with a certificate annually evidencing that the liability insurance is effective.

9. Survey. Should the parties need to survey and stake the boundaries of the Leased Property for changes to landscaping material or other changes in use, Lessor shall be responsible for contracting for and payment for such survey.

10. Site Maintenance and Landscaping Perimeter. During the Lease Term, Lessee will mow the site regularly and cause the removal of noxious weeds. Lessee will also cooperate with Lessor to locate and plant landscaping around Landscaping Perimeter adjacent to the Leased Property to screen the site. Lessor proposes to place landscaping materials on the Landscaping Perimeter as shown on Exhibit "B" to provide significant screening of the trucks, trailers, related equipment, and raw materials from the adjacent Interstate 1-180 corridor. Lessee shall provide regular entry and access to Lessor to allow Lessor reasonable maintenance of the landscaping on the Landscaping Perimeter and to examine the Leased Property. Lessor shall be solely responsible for maintenance of the landscaping. Lessee shall not take any affirmative action to interfere with the landscaping, and Lessee shall accommodate the landscaping on the Landscaping Perimeter by the removal of trucks, trailers, related equipment, and raw materials stored in said area shown on Exhibit

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" A. " Lessor's access shall not unreasonably interfere with the business activities of Lessee conducted on the Leased Property.

II . Hazardous Material. Lessor shall continue to be solely responsible for any remedial action required as a result of hazardous material in or under the Leased Property site at the date of possession by Lessee as long as Lessee has not acted in conflict with the provisions of the "Limited Use" paragraph of this Lease. Lessee agrees that it will not use or store hazardous material on the Leased Property. If there is a discharge of hazardous material on the site during the Lease Term caused by Lessee , Lessee will be solely responsible for any remedial action required. If hazardous materia l is discovered or discharged on the Leased Property at any time during the Lease Term, Lessor will have the option of tem1inating the Lease. At all times during the term of this Lease, Lessee shall comply with all environmental laws and permitting requirements impacting the Leased Property.

12. Quiet Enjoyment. Lessee, upon paying the cash rent hereby required and performing all of the agreements of Lessee to be perfonned as provided in this Lease, shall have, hold, and enjoy exclusive possession of the Leased Property for the Lease Term.

13. Assignment and Subletting. Lessee may assign this Lease or sublet the Leased Property only with the prior written consent of Lessor, which consent shall not be unreasonably withheld. Notwithstanding any assignment or subletting, Lessee shall continue to be obligated for the performance of the tenns of this Lease. Lessee shall not be obligated for performance of the terms of this Lease subsequent to an assignment.

14. Default by Lessee. In the event of any failure of Lessee to pay any cash rent due hereunder when the same shall become due and such default sha ll continue for fifteen ( 15) days thereafter or if Lessee shall become bankrupt or insolvent or file any debtor proceedings or take or have taken against Lessee in any court a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver and such proceedings shall not be dismissed within sixty ( 60) days, or if Lessee shall abandon the Leased Property or fai Is to perform any of the terms, conditions, or covenants of this Lease to be performed by Lessee and such default shall not be cured within thirty (30) days after written notice of such default shall have been given to Lessee, then Lessor shall have the right to terminate this Lease and to take immediate possession of the Leased Property. In addition, Lessor shall be entitled to all of the rights and remedies provided by law or in equity.

15. Purchase Right. Tf during the Lease Tenn Lessor elects to sell the Leased Property, Lessee shall have the first right to purchase the Leased Property at the price and on the terms offered by Lessor.

16. Notices. Notices provided for in this Lease shall be g iven to the respective parties at the addresses shown below:

LESSOR: City of Lincoln- Parks and Recreation Department 3 140 N Street, Suite 300 Lincoln, NE 685 10

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LESSEE: Truck Equipment Service Company 800 Oak Street Lincoln, NE 6852 1

Either party may notify the other of a different address. Notice shall be considered given under the terms of this Lease when sent, addressed as above designated, postage prepaid, by registered or certified mail.

17. Provisions Binding on Successors and Pennitted Assigns . Each and every covenant and agreement herein contained shall extend to and be binding upon the respective successors and pennitted assigns of the parties.

18. Changes to be in Writing. None of the provisions or terms of this Lease shall in any manner be modified, waived, or abandoned except by written instrument duly signed by the parties. This Lease contains the entire agreement of the parties.

19. Applicable Law. This Lease shall be construed and enforced in accordance with the laws of the State of Nebraska.

20. Capacity. The undersigned individuals do hereby agree and represent that he or she is legally capable to sign this Lease and to lawfully bind the respective parties to this Lease.

Executed by Lessor this __ day of , 20 _

ATTEST: CITY OF LINCOLN, NEBRASKA A Municipal Corporation

City Clerk Chris Beutler, Mayor

Executed by Lessee this .!/.!!!day of () efo lxt , 20 if

ATTEST: TRUCK EQUIPMENT SERVICE COMPANY A Nebraska Corporation

~. &&-Rick L.Cole, President

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STATE OF NEBRASKA ) ) ss.

COUNTY OF LANCASTER )

The foregoing instrument was acknowledged before me this __ day of _______ , 20_, by Chris Beutler, Mayor of the City of Lincoln, Nebraska, a municipal corporation, on behalf of the City of Lincoln, Nebraska.

Notary Public

STATE OF NEBRASKA ) ) ss.

COUNTY OF LANCASTER )

The foregoing instrument was acknowledged before me this ~ day of Do._ t o b~f' , 20 J.2., by Rick L.Colc, President of Truck Equipment Service Company, a

Nebraska corporation, on behalf of the corporation.

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EXHIBIT A: LEASE AREA AND LANDSCAPING PERIMETER

anclsCliDtt planting area associated wit rport Entryway Corridor Project

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EXHIBIT A-1: LEGAL DESCRIPTION OF LANDSCAPING PERIMETER

LANDSCAPING EASEMENT

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;.. LLGAL DLSCRif'IION I OR A LANDSCAPING EAS[MLNI LOCAILD IN LOl 1. !3LOCK 2. OAI\ LAI\L PAI~I' ADDifiON. LOCATED IN THE SOUTH HIILF OF SECTIOI~ I.;, TOWNSHIP 10 NORTH, RN~GE G EAST OF THE SIXTH PRINCIPII! l.l(RIOI/\1,, IINCOI N, liii~CIISTEH COUNTY. N[[JH/,Sr:A ,;NO OrtNG MORE P/,RTICULARI.Y DCSCRIOCD 0 •' METES /J'·ID 130UNOS ,\S IOLLOV,S:

RCrCRRING TO Til[ SOUiii\'I[ST CORNER Or SAID LOT 1, TttCNCC N03' 38'2~"(. ALONG THE WEST LIN[ or SAID LOT 1, II DISlANCL OF :'•Ltl9 I EfT; TI1ENC[ N75'0 t'·t8"1, A DIST/INCf OF 7 . .}.1 I EI'T TO Till POINT Of BfGINNING; IHENCl NOO' !J::?'06"W, A OISTANC~ OF ~-10.J::? f~f.l; IHlNCI: N I ::? ' :!S'!:>I.I"I:. ;, DISIANCl OF 111.'.!.!:> H:.U. IHHIC~ ~.5::?' 50'J2"E . A DISTANCE or 56.26 fEET; TltENCE NOO'OO'OO"E, A DISTANCE or ::?0.00 FEET; TI1EilCE 589' ::?8 '56"[, ;. DISIANCE 01 1:00.70 FLU ; IHLNCE SOO' J1 '0 4'W. A DISTANCE OF :!0.00 FLCI: THLNCC N69' 28'!>ti"W. A DISTANCE Dr 8 !.>.01 ~t.U; !HENCE. S!J::?' 5Q'.;:nv, A OISIMICE Of 9.3.J~ FEU; THI:.NCI: Sl:!':!~ '!>!l"\'1, II OIS fANCt:. OF l!J7. tl6 FCrT: THENCE 500' 5::>'06"0:: . A OISTIII·JC( OF 165.:>8 FECT: THEilC[ N76' 01 '48''C , ;, DISTMIC[ or 148.23 FCET: Tt llNCC S /7'UU '4!J"E, A OISTANC£ 01 -1.;.12 f[ll ; I IILNCL S1J'!J/ '!J!"L . A OISIANCC Of ~0.00 1'[[1; llllNCl S76' 0J '.;8'\V, II DISrJ,NCF OF :'.17.93 FEET TO THE POINT Oi' BEGII·II~ ING, CONTNNHJG A CALC:ULMEO 1\REA OF :!9 .J .. I-l. 7!J ~OU1\Hl f ((l, ~UllJLC I TO [!,~[MLNI~ l'oNU RESmtCliOi% Of RLCOtm.

REGA ENGINEERING 402-484· 7342 OFFICE 601 OLD CHENEY ROAD SUITE A 402-484·7344 FAX LINCOLN, NE 68512 NOitTH

JOB NAME: LANDSCAPING EASEMENT LOCATION: LOT 1, BLOCK 2,

OAK LAKE PARK ADDITION LINCOLN, NEBRASKA

DRAWN BY: FBSINP CHECKED BY: NPBILLL

SCALE: NO SCALE

DATE: 8-30-2017

JOB NUMBER SHEET __ _

DESCRIPTION: LANDSCAPING EASEMENT 171288 1 OF 1

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REGA ENGINEERING

GROUP, INC.

e I NGINI Et<ING

• f'I.M<NiflG

e SURVniNG

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EXHIBIT B: LANDSCAPING PERIMETER .PLANTING PLAN

n Landscape planting area associated with 'I'D A irport Entryway Corridor Project

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~Feet 0 50 100 200