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ACCESS AGREEMENT FOR DUE DILIGENCE
<br /> TRACY,CA
<br /> THIS ACCESS AGREEMENT FOR DUE DILIGENCE (the "Agreement") is made as of the
<br /> later of the dates on which the Parties hereto did sign this Agreement(the"Effective Date'),between Prologis
<br /> Logistics Services Incorporated,a Delaware corporation(hereinafter referred to as"Land Owner"),and FedEx
<br /> Ground Package System Inc., a Delaware corporation ( Licensee"), to permit access to Licensee for the
<br /> propose of conducting due diligence on certain real property owned by Land Owner as identified in Exhibit
<br /> A attached hereto(the"Property"). Land Owner and Licensee are sometimes hereinafter collectively referred
<br /> to as the"Parties".
<br /> NOW, THEREFORE, for and in consideration of the mutual promises,covenants and agreements
<br /> herein set forth,together with other good and valuable consideration,the receipt and sufficiency of which are
<br /> hereby acknowledged, and intending to be legally bound hereby, Land Owner hereby agrees to give
<br /> Licensee access to the Property on the following terms and conditions:
<br /> AGREEMENT
<br /> 1. Upon not less than three(3)business days prior notice,for a period beginning on the Effective Date
<br /> and continuing until the earlier to occur of(a) the full execution date of a purchase and sale
<br /> agreement between Land Owner and Licensee for the purchase of the Property, or(b) the
<br /> date that is sixty (60) days after the Effective Date (the "Access Period"), Land Owner
<br /> hereby gives to Licensee, its affiliates, officers, employees, agents, representatives, contractors,
<br /> consultants and invitees a license to enter upon and access the Property in older for Licensee to
<br /> conduct and perform non-environmental due diligence inspections or studies, in addition to the
<br /> Scope of Due Diligence Work described in Exhibit B attached hereto (the "Due Diligence
<br /> Inspection"). Licensee and its representatives and designees shall have the right to be present
<br /> during any portion of the Due Diligence Inspection. Upon the expiration of the Access Period,
<br /> Us license will automatically terminate without further action by either of the Parties hereto. Prior
<br /> to, and as a condition of, any such entry on the Property, Licensee shall provide to Land
<br /> Owner a certificate of liability insurance,with a combined single limit of liability not less
<br /> than TWO MILLION DOLLARS ($2,000,000.00). Land Owner and Prologis, L.P. shall
<br /> be named as additional insured upon such insurance.
<br /> 2. Except for giving the license to Licensee hereunder, Land Owner, its affiliates, directors, officers,
<br /> agents, employees and legal representatives shall have no obligation with respect to Licensee's Due
<br /> Diligence Inspection.Licensee shall be solely liable for any costs and expenses incamed by Licensee
<br /> or Land Owner in connection with any Due Diligence Inspection undertaken by Licensee.
<br /> 3. Licensee shall indemnify,defend and hold Land Owner and its officers and directors harmless of and
<br /> from any and all losses, costs, claims, damages and expenses of every kind, including, without
<br /> limitation,reasonable attorneys fees(collectively,"Losses"),which Land Owner shall or may suffer
<br /> or incur or become liable for,directly or indirectly,caused by,related in any way to or arising out of
<br /> any injury to, or death o1;persons and/or damage to, or destruction of property related to the Due
<br /> Diligence Inspection activities ofLicensee,except to the extent any such breach,any injury or death or
<br /> any damage or destruction is attributable to the negligence or misconduct of Land Owner,or any of
<br /> its officers,employees, agents,contractors or invitees;provided, however,that the indemnification
<br /> DMk48781 v6 ]RACY[Sacramento If],CA-early access agreement[PmLogisl
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