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source: 2026-02-24_Work_Session_Meeting/NorfolkSouthern.DraftLandLease.2025_8.7.25_-_REDLINEDtrackchangeson
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 Activity Number: 1324252

 LEASE AGREEMENT

THIS LEASE (this “Lease”), the effective date of which shall be the date last executed, below, by
the Parties hereto (the “Effective Date”) by and between NORFOLK SOUTHERN RAILWAY
COMPANY a VIRGINIA CORPORATION (the “Landlord”) and CITY OF STOCKBRIDGE, a
GEORGIA MUNICIPAL CORPORATION (the “Tenant”).

1. Premises; Use. For and in consideration of the agreements set forth herein, to be paid, kept
and performed by Tenant, Landlord hereby leases and rents to Tenant, insofar as its right, title
and interest in the Premises enables it to do so, and without any warranty or representation, that
certain real property located at Milepost 171.30 H in STOCKBRIDGE, HENRY COUNTY,
GEORGIA, having an area of 23,560.00 square feet, more or less, the location and dimensions
of which are substantially shown on Exhibit “A” attached hereto (the “Land”), together with all
improvements thereon (the “Improvements”). The Land and the Improvements are collectively
referred to herein as the “Premises”. This Lease is subject to all encumbrances, easements,
conditions, covenants and restrictions, whether or not of record.

The Premises shall be used for employee parking and customer parking purposes and no other
purpose. The Premises shall not be used for any illegal purposes, for the storage of unlicensed
vehicles, nor in any manner to create any nuisance or trespass. Landlord reserves unto itself and
its permittees, the permanent right to construct, maintain or replace upon, under, or over the
Premises, any pipe, electrical, telecommunications, and signal lines, or any other facilities of like
character now installed or hereinafter to be installed. Landlord further reserves unto itself and its
permittees the right to enter upon the Premises at any and all times for the purposes of operating,
maintaining, constructing or relocating any trackage or railroad facilities located on, or in the
vicinity of, the Premises.

The terms and conditions of the Rider, if any, attached hereto as Exhibit “B” are incorporated
herein by this reference. In the event of an inconsistency between the terms hereof and the terms
of the Rider, the terms of the Rider shall prevail.

Term. To have and to hold for a term of 4 years, said term to begin on September 1, 2025, and
to end at midnight on August 31, 2029 (the “Initial Term”), unless sooner terminated as
hereinafter provided.

3. Renewal. Following the Initial Term, this Lease shall automatically renew for successive one
(1) year renewal terms on the same terms and conditions (subject to any rental adjustment
expressly provided herein), unless either party gives the other party written notice of non-
renewal at least six (6) months prior to the expiration of the Initial Term or then-current renewal
term.

4. Base Rental. Commencing on September 1, 2025 (the “Rental Commencement Date”) and
thereafter on each anniversary thereof during the term of this Lease, Tenant shall pay to Landlord,
without offset, abatement or demand, initial base rental of Fifteen Thousand and 00/100 Dollars
($15,000.00).

Tenant shall receive a sixty (60) day rent abatement for the months of September and October.
No rental payments shall be due during this period.



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Commencing September 1, 2025, the Tenant shall be responsible for annual payment in the
amount of Fifteen Thousand Dollars ($15,000.00), due on September 1, 2025.

 The amount of the base rental shall be increased (and not decreased) on an annual basis by the
percentage of increase, if any, in the United States, Bureau of Labor Statistics Consumer Price
Index for All Urban Consumers (CPI-U) (1982-1984 = 100) U.S. City Average, All Items (the
“Index”) as set forth below. If the Index has changed so that the base year differs from that used
in this Paragraph, the Index shall be converted in accordance with the conversion factor published
by the United States Department of Labor, Bureau of Labor Statistics, to the 1982-84 base. If the
Index is discontinued or revised during the term of this Lease, such other government index or
computation with which it is replaced shall be used in order to obtain substantially the same result
as would be obtained if the Index had not been discontinued or revised.

The “Adjustment Date” shall mean the first anniversary of the Rental Commencement Date and
each anniversary thereof during the term of this Lease. The Index published nearest to the Rental
Commencement Date shall be the “Base Index”. The Index published nearest to the date three
(3) months prior to the then current Adjustment Date shall be the “Adjustment Index”. On each
Adjustment Date, the base rental shall be adjusted by multiplying the base rental payable under
this Lease at the Rental Commencement Date by a fraction, the numerator of which fraction is
the applicable Adjustment Index and the denominator of which fraction is the Base Index. The
amount so determined shall be the base rental payable under the Lease beginning on the
applicable Adjustment Date and until the next Adjustment Date (if any).

Base rental shall be due in advance. Except in the event of default, base rental for any partial
rental periods shall be prorated. The acceptance by Landlord of base rental shall not constitute a
waiver of any of Landlord's rights or remedies under this Lease. All payments of base rental, and
any additional rental payable hereunder, shall be sent to the Treasurer of Landlord at Mail Code
5629, P.O. Box 105046, Atlanta, Georgia 30348-5046, or such other address as Landlord may
designate in any invoice delivered to Tenant. Prior to or simultaneously with Tenant's execution
of this Lease, Tenant has paid to Landlord (a) a non-refundable, application fee in the amount of
$500.00, and (b) the first installment of base rental due hereunder. In the event Tenant fails to
pay base rental or any other payment called for under this Lease on or before the due date,
Tenant shall pay a late charge equal to five percent (5%) of the unpaid amount. In addition, any
sum not paid within thirty (30) days of its due date shall accrue interest thereafter until paid at the
rate per annum equal to the lesser of (a) the highest interest rate permitted by applicable law; or
(b) eighteen percent (18%).

Taxes. See Rider.

Utilities. Landlord shall have no obligation to provide light, water, heat, air conditioning or any
other utilities or services to the Premises. Tenant shall place any and all utility and service-related
bills in its name and shall timely pay the same, along with all assessments or other governmental
fees or charges pertaining to the Premises, including without limitation those related to
stormwater. If Tenant does not pay same, Landlord may (but shall not be obligated to) pay the
same, including any and all late fees and penalties, and such payment shall be added to and
treated as additional rental of the Premises.

7. Maintenance and Repairs. Tenant, at its sole cost, shall keep and maintain all of the Premises
(including, but not limited to, all structural and non-structural components thereof and all systems)
in good order and repair (including replacements). Tenant hereby waives (a) any rights at law or
in equity to require Landlord to perform any repair, replacement, or maintenance to the Premises,


2                                                                                          RE_28282
and (b) any right to abate rental or terminate this Lease due to the failure by Landlord to perform
any repairs, replacements or maintenance. Tenant shall not create any lien, charge or
encumbrance upon the Premises, and Tenant shall promptly remove or bond over any such lien,
charge or encumbrance.

8. Modifications and Alterations to the Premises. Tenant shall make no modifications,
alterations or improvements to the Premises without the prior written consent of Landlord, which
consent may be withheld in Landlord's sole and absolute discretion. Any modifications or
alterations consented to by Landlord shall be completed in a good, workmanlike and lien-free
manner, in accordance with all applicable laws, codes, regulations and ordinances and by
contractors approved by Landlord. Tenant may remove any moveable equipment or trade fixtures
owned by Tenant during the term of this Lease, provided that any damage caused by such
removal shall be repaired by Tenant in a manner acceptable to Landlord. For the avoidance of
doubt, nothing in this Lease shall be construed as Landlord’s approval or consent for
Tenant to construct a new parking lot or other capital improvements on the Premises. Any
such work shall require Landlord’s prior written consent in accordance with this
Paragraph, and may require a separate written agreement, plans/specifications approval,
and all applicable permits.

Notwithstanding the foregoing, Tenant may perform routine non-structural maintenance
and safety-related work (including striping, signage replacement, and minor surface
repairs) without Landlord’s prior written consent, provided such work does not affect
drainage, grade, utilities, railroad operations, or structural components and is performed
in compliance with applicable law

Return of Premises. At the expiration or prior termination of this Lease, Tenant shall remove all
of its moveable equipment and trade fixtures and repair any or all alterations made to the
Premises. Upon Landlord’s request, Tenant shall promptly and with due care remove any or all
of the improvements located on the Premises. Tenant shall immediately repair, in a manner
acceptable to Landlord, any damage arising out of any such removal or repair. Tenant shall also
return the Premises, including the subsurface, in as good order and condition as said Premises
may have been prior to the use and occupation thereof by Tenant, normal wear and tear excepted,
and free from holes, obstructions, debris, wastes, or contamination of any kind. Tenant agrees
that any improvements not removed from the Premises that are owned by Tenant may be deemed
the property of Landlord at Landlord’s option. Failure to comply with this Paragraph 8 will
constitute holding over by Tenant.

If Tenant fails to restore the Premises, including removal of the improvements, as provided herein
prior to the date Tenant is required to vacate the Premises or as otherwise requested by Landlord,
then Landlord may, at Landlord’s option, but at the sole cost and expense of Tenant, remove or
arrange to remove all such property, improvements, obstructions, debris, waste, and
contamination, and restore or arrange to restore both the surface and the subsurface of the
Premises to as good order and condition as said Premises may have been prior to the use and
occupation thereof by Tenant. Promptly upon bill rendered by Landlord, Tenant shall pay to
Landlord the total cost of such removal and restoration, including, but not limited to, the cost of
cleaning up and removing any contaminated soil or water.

10. Destruction of or Damage to Premises. If all or substantially all of the Premises are
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of
the date of such destruction, and rental shall be accounted for as between Landlord and Tenant
as of that date. In the event of such termination, rental shall be prorated and paid up to the date


3                                                                                       RE_28282
of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in
question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.

11. Indemnity. Indemnity; No Waiver of Sovereign Immunity. To the extent permitted by
Georgia law, and solely for claims arising from the negligent acts or omissions or willful
misconduct of Tenant, its officers, employees, agents, contractors, or invitees in connection with
Tenant’s use or occupancy of the Premises, Tenant agrees to be responsible for and to the extent
authorized by law to indemnify and hold harmless Landlord and the Landlord Entities from third-
party claims for bodily injury, death, or damage to tangible property, but only to the extent caused
by Tenant’s negligence or willful misconduct.

12. Notwithstanding anything herein to the contrary:

13. Nothing in this Lease shall be construed as a waiver of Tenant’s sovereign immunity,
official immunity, or any other immunity, limitation, defense, or protection available to
Tenant under federal or state law, the Georgia Constitution, or otherwise.

14. Tenant shall not be obligated to indemnify Landlord for Landlord’s sole negligence or willful
misconduct.

15. Any duty to defend shall apply only to the extent and in the manner permitted by applicable
law.

16. Tenant’s obligations under this Paragraph are subject to lawful appropriation of funds and
availability of insurance or self-insurance coverage, if applicable.

17.

18. Governmental Orders. Tenant agrees, at its own expense, to comply with all laws, orders,
regulations, ordinances or restrictions applicable by reason of Tenant's use or occupancy of the
Premises or operation of its business.

19. Public Records / Open Government. Landlord acknowledges that Tenant is a Georgia
municipal corporation subject to the Georgia Open Records Act and other applicable public
transparency laws. Nothing in this Lease shall require Tenant to withhold records or information
from disclosure except to the extent permitted by applicable law.

20. Condemnation. If the Premises or such portion thereof as will make the Premises unusable
for the purpose herein leased shall be condemned by any legally constituted authority for any
public use or purpose, or sold under threat of condemnation, then this Lease shall terminate as
of the date of such condemnation or sale, and rental shall be accounted for between Landlord
and Tenant as of such date. All condemnation awards shall belong to Landlord; provided,
however, and to the extent permitted under applicable law, Tenant shall be entitled to file a
separate claim against the condemning authority for loss of its personal property and moving
expenses so long as the filing of such claim does not affect or reduce Landlord's claim as to such
awards or proceeds.

21. Assignment. Tenant may not assign this Lease or any interest thereunder or sublet the
Premises in whole or in part or allow all or a portion of the Premises to be used by a third party
without the prior written consent of Landlord. If Tenant is a corporation, partnership, limited liability
company or other entity, the transfer of more than fifty percent (50%) of the ownership interests



4                                                                                            RE_28282
of Tenant or the transfer of a lesser percentage which results in a transfer of control of Tenant
(WHICH INCLUDES, WITHOUT LIMITATION, TRANSACTIONS IN WHICH TENANT SELLS ITS
BUSINESS, SELLS ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ITS BUSINESS OR
MERGES OR CONSOLIDATES WITH ANOTHER ENTITY), whether in one transaction or a
series of related transactions, shall constitute an assignment for purposes of this Lease. All
requests for an assignment or sublease shall be accompanied by a copy of the proposed
assignment or sublease agreement and an administrative fee in the amount of $750.00. Any
assignee shall become liable directly to Landlord for all obligations of Tenant hereunder. No such
assignment or sublease nor any subsequent amendment of the Lease shall release Tenant or
any guarantor of Tenant's obligations hereunder. If any such subtenant or assignee pays rental
in excess of the rental due hereunder or if Tenant receives any other consideration on account of
any such assignment or sublease, Tenant shall pay to Landlord, as additional rent, one-half of
such excess rental or other consideration upon the receipt thereof. Any assignment or sublease
made in violation of this Paragraph 13 shall be void and shall constitute a default hereunder.

22. Environmental. Tenant covenants that neither Tenant, nor any of its agents, employees,
contractors or invitees shall cause or permit any aboveground or underground storage tanks or
associated piping (collectively “Tanks”) to be located on or under the Premises or any Hazardous
Materials (as hereinafter defined) to be stored, handled, treated, released or brought upon or
disposed of on the Premises. Tenant shall comply, at its own expense, with any and all applicable
laws, ordinances, rules, regulations and requirements respecting solid waste, hazardous waste,
air, water, pollution or otherwise relating to the environment or health and safety (collectively
“Environmental Laws”). Tenant shall not under any circumstance dispose of trash, debris or
wastes on the Premises and will not conduct any activities on the Premises which require a
hazardous waste treatment, storage or disposal permit. As used herein, the term “Hazardous
Materials” means asbestos, polychlorinated biphenyls, oil, gasoline or other petroleum based
liquids, and any and all other materials or substances deemed hazardous or toxic or regulated by
applicable laws, including but not limited to substances defined as hazardous under the
Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42
U.S.C. §9601 et seq., or the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
6901 et seq. (or any state counterpart to the foregoing statutes) or determined to present the
unreasonable risk of injury to health or the environment under the Toxic Substances Control Act,
as amended, 15 U.S.C. 2601 et seq. Tenant shall indemnify, defend and hold the Landlord Entities
harmless from and against any and all claims, judgments, damages, penalties, fines, costs
(including without limitation, consultant’s fees, experts' fees, attorney's fees, investigation and
cleanup costs and courts costs), liabilities or losses resulting from (1) the storage, handling,
treatment, release, disposal, presence or use of Hazardous Materials in, on or about the Premises
from and after the date of this Lease or (2) the violation by Tenant of any provision of any
Environmental Laws. Without limiting the generality of the foregoing indemnity, in the event
Landlord has reason to believe that the covenants set forth in this Paragraph 14 have been
violated by Tenant, Landlord shall be entitled, at Tenant’s sole expense, to take such actions as
Landlord deems necessary in order to assess, contain, delineate and/or remediate any condition
created by such violation. Any sums expended by Landlord shall be reimbursed by Tenant, as
additional rental, within thirty (30) days after demand therefor by Landlord. Landlord has the right
to enter the Premises at all reasonable times for purposes of inspecting the Premises in order to
evaluate Tenant’s compliance with the covenants of this Paragraph 14. In the event Tenant
delivers or receives any notices or materials from any governmental or quasi-governmental entity
and such notices or materials relate to Tanks or Hazardous Materials in, on or about the Premises,
Tenant shall immediately send to Landlord a copy of such notices or materials. Tenant shall also
provide Landlord with a detailed report relating to any release of a Hazardous Material in, on or
about the Premises whenever such release is required to be reported to governmental authorities


5                                                                                       RE_28282
pursuant to the Environmental Laws. Upon the expiration or earlier termination of this Lease,
Landlord shall have the right to cause to be performed such environmental studies of the Premises
by an environmental consultant as are necessary to determine whether any Hazardous Materials
have been stored, handled, treated, released, brought upon or disposed of on the Premises during
the term of this Lease in violation of the terms hereof. If any such study reveals any violation of
this Lease, Tenant shall promptly reimburse Landlord for the costs of such studies and Tenant
shall immediately undertake a further investigation, if necessary, and remediation of such
contamination. Landlord may undertake such investigation and remediation if Tenant fails to do
so within a reasonable time frame, in which case Tenant shall promptly reimburse Landlord for
the cost of same within thirty (30) days after demand therefore by Landlord. The obligations of
this Paragraph 14 shall survive the expiration or earlier termination of this Lease.

23. Default; Remedies. In the event (i) any payment of rental or other sum due hereunder is not
paid within ten (10) days after the due date thereof; (ii) the Premises shall be deserted or vacated;
(iii) Tenant shall fail to comply with any term, provision, condition or covenant of this Lease, other
than an obligation requiring the payment of rental or other sums hereunder, and shall not cure
such failure within twenty (20) days after notice to the Tenant of such failure to comply; (iv) Tenant
shall attempt to violate or violate Paragraph 13 above; or (v) Tenant or any guarantor shall file a
petition under any applicable federal or state bankruptcy or insolvency law or have any involuntary
petition filed thereunder against it, then Landlord, in addition to any remedy available at law or in
equity, shall have the option to do any one or more of the following:

    (a) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to
    Landlord. Tenant agrees to indemnify the Landlord Entities for all loss, damage and expense
    which Landlord may suffer by reason of such termination.

    (b) Without terminating this Lease, terminate Tenant's right of possession, whereupon rental
    shall continue to accrue and be owed by Tenant hereunder. Thereafter, at Landlord's option,
    Landlord may enter upon and relet all or a portion of the Premises (or relet the Premises
    together with any additional space) for a term longer or shorter than the remaining term
    hereunder and otherwise on terms satisfactory to Landlord. Tenant shall be liable to Landlord
    for the deficiency, if any, between Tenant's rental hereunder and all net sums received by
    Landlord on account of such reletting (after deducting all costs incurred by Landlord in
    connection with any such reletting, including without limitation, tenant improvement costs,
    brokerage commissions and attorney's fees).

    (c) Pursue a dispossessory, eviction or other similar action against Tenant, in which event
    Tenant shall remain liable for all amounts owed hereunder, including amounts accruing
    hereunder from and after the date that a writ of possession is issued.

    (d) Perform any unperformed obligation of Tenant, including, but not limited to, cleaning up
    any trash, debris or property remaining in or about the Premises upon the expiration or earlier
    termination of this Lease. Any sums expended by Landlord shall be repaid by Tenant, as
    additional rent, within ten (10) days after demand therefor by Landlord.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedies available
at law or in equity. Tenant agrees to pay all costs and expenses, including, but not limited to,
reasonable attorney’s fees and consultant’s fees, incurred by Landlord in connection with
enforcing the performance of any of the provisions of this Lease, whether suit is actually filed or
not. Acceptance of rental or any other sums paid by Tenant shall not constitute the waiver by
Landlord of any of the terms of this Lease or any default by Tenant hereunder. Landlord shall


6                                                                                         RE_28282
use commercially reasonable efforts to mitigate damages to the extent required by applicable law;
provided, however, if applicable law nevertheless requires Landlord to mitigate damages then (i)
Landlord shall have no obligation to treat preferentially the Premises compared to other premises
Landlord has available for leasing; (ii) Landlord shall not be obligated to expend any efforts or any
monies beyond those Landlord would expend in the ordinary course of leasing space; and (iii) in
evaluating a prospective reletting of the Premises, the term, rental, use and the reputation,
experience and financial standing of prospective tenants are factors which Landlord may properly
consider.

24. Signs; Entry by Landlord. Landlord may place “For Lease” signs upon the Premises one
hundred twenty (120) days before the termination of this Lease and may place “For Sale” signs
upon the Premises at any time. Landlord may enter the Premises with prior notice to Tenant at
reasonable hours during the term of this Lease (a) to show the same to prospective purchasers
or tenants, (b) to make repairs to Landlord's adjoining property, if any, (c) to inspect the Premises
in order to evaluate Tenant’s compliance with the covenants set forth in this Lease, or (d) to
perform activities otherwise permitted or contemplated hereby.

25. No Estate in Land. This Lease shall create the relationship of landlord and tenant between
Landlord and Tenant; Tenant's interest is not assignable by Tenant except as provided in
Paragraph 13, above.

26. Holding Over. If Tenant remains in possession of the Premises after expiration of the term
hereof with Landlord's written consent, Tenant shall be a month-to-month tenant upon all the
same terms and conditions as contained in this Lease, except that the base rental shall become
two times the then current base rental, and there shall be no renewal of this Lease by operation
of law. Such month-to-month tenancy shall be terminable upon thirty (30) days written notice by
either party to the other. If Tenant remains in possession of the Premises after the expiration of
the term hereof without Landlord's written consent, Tenant shall be a tenant at sufferance subject
to immediate eviction. In such event, in addition to paying Landlord any damages resulting from
such holdover, Tenant shall pay base rental at the rate of three times the then current base rental.
In such circumstance, acceptance of base rental by Landlord shall not constitute consent or
agreement by Landlord to Tenant's holding over and shall not waive Landlord's right to evict
Tenant immediately.

27. Notices. Any notice given pursuant to this Lease shall be in writing and sent by certified mail,
return receipt requested, by hand delivery or by reputable overnight courier to:

    (a) Landlord: c/o Director Real Estate, Norfolk Southern Corporation, 650 W Peachtree St
    NW, Atlanta, GA 30308, or at such other address as Landlord may designate in writing to
    Tenant.

    (b) Tenant: OFFICE OF CITY MANAGER, CITY OF STOCKBRIDGE, 4640 N. HENRY BLVD,
    GA, STOCKBRIDGE GA 30281, NO P.O. BOXES, or at such other address as Tenant may
    designate in writing to Landlord.

Any notice sent in the manner set forth above shall be deemed delivered three (3) days after said
notice is deposited in the mail if sent by certified mail (return receipt requested), or upon receipt
if sent by hand delivery or reputable overnight courier. Any change of notice address by either
party shall be delivered to the other party by the manner of notice required hereby.




7                                                                                        RE_28282
28. Track Clearance. Notwithstanding anything contained in this Lease, and irrespective of the
sole, joint, or concurring negligence of Landlord, Tenant shall assume sole responsibility for and
shall indemnify, save harmless and defend the Landlord Entities from and against all claims,
actions or legal proceedings arising, in whole or in part, from the conduct of Tenant’s operations,
or the placement of Tenant’s fixtures, equipment or other property, within twenty-five feet (25’) of
Landlord’s tracks, if any, located on or adjacent to the Premises. In this connection it is specifically
understood that knowledge on the part of Landlord of a violation of the foregoing clearance
requirement, whether such knowledge is actual or implied, shall not constitute a waiver and shall
not relieve Tenant of its obligations to indemnify the Landlord Entities for losses and claims
resulting from any such violation.

29. Brokerage. Landlord and Tenant hereby covenant and agree to indemnify and hold the other
harmless from and against any and all loss, liability, damage, claim, judgment, cost and expense
(including without limitation attorney's fees and litigation costs) that may be incurred or suffered
by the other because of any claim for any fee, commission or similar compensation with respect
to this Lease, made by any broker, agent or finder claiming by, through or under the indemnifying
party, whether or not such claim is valid.

30. Tenant's Insurance. Tenant shall provide the following insurance for the term of this lease.
All insurance shall be maintained in the form and with a company (or companies) satisfactory to
the Landlord.

    (a) Commercial General Liability Insurance: This insurance shall be provided by a current
    ISO occurrence form policy including coverage for damages because of bodily injury, property
    damage, personal and advertising injury, and the products-completed operations hazard. This
    insurance shall have a maximum deductible of no more than $5,000, annual limits of at least
    $2,000,000 occurrence, $2,000,000 general aggregate, and $2,000,000 products/completed
    operations aggregate. Any portion of this requirement may be satisfied by a combination of
    General Liability and/or Excess/Umbrella Liability Coverage.

    (b) Automobile Liability Insurance: If Tenant operates any vehicles on the leased property,
    Tenant shall be required to carry Automobile Liability Insurance. This insurance shall be
    provided by a current ISO occurrence form policy (or equivalent) and apply on an “any auto”
    (Symbol 1) basis, including coverage for all vehicles used in connection with the Work or
    Services on the leased property, providing annual limits of at least $1,000,000 per occurrence
    for bodily injury and property damage combined including uninsured and underinsured
    motorist coverage, medical payment protection, and loading and unloading.

    (c) Workers’ Compensation: If Tenant has any employees that will enter the leased property,
    Lessee shall maintain workers’ compensation insurance as required by statute in the state in
    which the Work or Services, as applicable, will take place.

    (d) Employer’s Liability: Provided that Tenant is required to maintain workers’ compensation
    coverage required by (c), Employer’s Liability insurance shall be provided with limits of at least
    $1,000,000 for each bodily injury by accident, bodily injury by disease, and annual aggregate.

General Insurance Requirements. Each insurance policy referred to in this Lease shall comply
with the following requirements, and Tenant to cause its insurance to comply with the following.




8                                                                                           RE_28282
    (a) Additional Insureds. All insurance required by this Lease (excluding only Workers’
    Compensation) shall name the Landlord as additional insureds with an appropriate
    endorsement to each policy.

    (b) Tenant’s Coverage Primary and Without Right to Contribution. All policies secured by
    Tenant, whether primary, excess, umbrella or otherwise, and providing coverage to the
    Landlord as an additional insured (i) are intended to take priority in responding and to pay
    before any insurance policies the Landlord may have secured for itself must respond or pay
    and (ii) may not seek contribution from any policies the Landlord may have secured for itself.

    (c) Severability of Interests (Cross Liability). No cross-liability exclusions are permitted that
    apply to the Additional Insureds, and there may not be any restrictions in any policy that limits
    coverage for a claim brought by an additional insured against a named insured.

    (d) Waiver of Subrogation. To the fullest extent permitted by law, all insurance furnished by
    Tenant in compliance with Lease shall include a waiver of subrogation in favor of the Landlord
    with an appropriate endorsement to each policy.

    (e) Notice of Cancellation, Modification or Termination. All policies required under this
    Lease shall not be subject to cancellation, termination, modification or changed, or non-
    renewed except upon thirty (30) days’ prior written notice to the Additional Insureds.

    (f) No Limitation. The insurance coverages maintained by Tenant shall not limit any of their
    indemnity obligations or other liabilities under this Lease.

    (g) Certificates of Insurance. Tenant shall furnish certificates of insurance to Landlord at .
    The Certificate of Insurance shall be on an ACORD form. The Insured box on the ACORD
    form shall be filled out with the Tenant’s Legal name and address EXACTLY as defined on
    the Agreement Header and Signature Line of this Lease.

    On the ACORD form, the box titled DESCRIPTION OF OPERATIONS/
    LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL
    PROVISIONS shall include this EXACT language:

    “Norfolk Southern Corporation and its Subsidiaries, as Certificate Holder has been
    endorsed to all of the applicable policies as an additional insured including the General
    Liability policy, the Umbrella/Excess Policy (if used), and, if required by the Lease, the
    Employer’s Liability policy and the Automobile Liability policy. All policies have been
    endorsed to waive subrogation against Norfolk Southern Corporation and its
    Subsidiaries, as well as to indicate that they may not seek contribution against policies
    issued to Norfolk Southern Corporation or its subsidiaries. All policies have been
    endorsed to provide Norfolk Southern Corporation and its Subsidiaries 30 days’ notice
    of cancellation.”

    The CERTIFICATE HOLDER box on the ACORD form shall include this EXACT name and
    address:

    Norfolk Southern Corporation and its Subsidiaries
    650 W Peachtree St NW,
    Atlanta, GA 30308




9                                                                                        RE_28282
     A Sample Copy of an insurance certificate showing the required language to be included on
     the insurance Certificate is attached to this Lease in Exhibit D.

     Joint and Several. If Tenant comprises more than one person, corporation, partnership or
     other entity, the liability hereunder of all such persons, corporations, partnerships or other
     entities shall be joint and several.

32. No Warranties; Entire Agreement. TENANT ACCEPTS THE PREMISES “AS IS” WITHOUT
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF QUIET ENJOYMENT, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
OTHER IMPLIED WARRANTIES. LANDLORD SHALL NOT BE LIABLE FOR, AND TENANT
HEREBY RELEASES LANDLORD FROM ALL CLAIMS FOR ECONOMIC LOSSES AND ALL
OTHER DAMAGE OF ANY NATURE WHATSOEVER ACCRUING TO TENANT, INCLUDING,
BUT NOT LIMITED TO THE VALUE OF ANY BUILDINGS, STRUCTURES OR
IMPROVEMENTS OF TENANT UPON THE PREMISES, RESULTING FROM OR ARISING BY
REASON OF ANY DEFICIENCY, INSUFFICIENCY OR FAILURE OF TITLE OF LANDLORD.
THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO AS TO THE
PREMISES, AND NO REPRESENTATIONS, INDUCEMENTS, PROMISES OR AGREEMENTS,
ORAL OR OTHERWISE, BETWEEN THE PARTIES, NOT EMBODIED HEREIN, SHALL BE OF
ANY FORCE OR EFFECT.

33. Survival. The provisions of Paragraphs 7, 8, 10, 14, 18 and 21 shall survive the expiration or
earlier termination of this Lease.

34. Miscellaneous. Knowledge on the part of Landlord or any employee, agent or representative
of Landlord of any violation of any of the terms of this Lease by Tenant shall constitute neither
negligence nor consent on the part of Landlord and shall in no event relieve Tenant of any of the
responsibilities and obligations assumed by Tenant in this Lease. All rights, powers and privileges
conferred hereunder upon the parties hereto shall be cumulative but not restrictive to those given
by law. No failure of Landlord to exercise any power given Landlord hereunder, or to insist upon
strict compliance by Tenant with its obligations hereunder, and no custom or practice of the parties
at variance with the terms hereof shall constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof. Subject to the terms of the paragraph entitled, “Assignment”
set forth herein, this Lease shall be binding upon and shall inure to the benefit of the respective
successors and permitted assigns of Landlord and Tenant. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant
or condition to persons, entities or circumstances other than those which or to which used may
be held invalid or unenforceable, shall not be affected thereby, and each term, covenant or
condition of this Lease shall be valid and enforceable to the fullest extent permitted by law. Time
is of the essence in this Lease. Neither party shall be bound hereunder until such time as both
parties have signed this Lease. This Lease shall be governed by the laws of the State of Georgia
in which the Premises are located.

35. Signature. The parties agree that if an authorized officer of a party fully signs this Agreement
in the appropriate location(s) below and then returns that signature to the other party via electronic
means with a pdf or similar scanned copy of that signature, then that scanned signature shall
serve as that party’s signature for the Agreement, and, upon full execution of the Agreement by
all parties, shall create a legally binding Agreement.



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     [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]




11                                                  RE_28282
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, effective as of the
date last executed below.

Witness As To Landlord:                       LANDLORD:
 NORFOLK        SOUTHERN            RAILWAY
Name:                                         COMPANY
 a(n) VIRGINIA Corporation

 Signature:   ICLM_IntSignature:1

 Name:
Witness As To Landlord:                       Title:
 Date of Landlord Signature:   IntDate1
Name:
 [SEAL]




Witness As To Tenant:                         TENANT:
 CITY OF STOCKBRIDGE
Name:                                         a(n) GEORGIA GOVERNMENT ENTITY

 Signature:   ICLM_ExtSignature:1

 Name:
Witness As To Tenant:                         Title:
 Date of Tenant Signature:     ExtDate1
Name:
 [SEAL]




J B, June 4, 2025, 1324252\ iManage #




12                                                                                RE_28282
     Exhibit A




13               RE_28282
 EXHIBIT B

RIDER TO LEASE AGREEMENT BY AND BETWEEN THE NORFOLK SOUTHERN RAILWAY COMPANY, AS LANDLORD, AND
CITY OF STOCKBRIDGE, AS TENANT

This rider is attached to and made a part of the referenced Lease Agreement. In the event of an inconsistency between the terms of
this Rider and the terms of the Lease agreement, the terms of this Rider shall control.

Waiver of Application Fee. The $500.00 application fee described in paragraph 3 of this Lease is hereby waived by Landlord.

Tenant-Owned Improvements. Tenant shall have the right to use and maintain the existing Tenant-Owned August 1, 2025 (the
“Tenant-Owned Improvements”) located upon the Premises. Said Tenant-Owned Improvements shall not become fixtures upon the
realty but shall remain the property of Tenant and shall be removed from the Premises upon termination or expiration of the Lease.

Tenant to make improvement to leased area for parking according to plans that were submitted and approved internal at NS.

Tenant to give Norfolk Southern a two (2) weeks’ notice prior to demolition of leased area.

Public Parking. The protection afforded Landlord under the provisions of the paragraph entitled, “Indemnity” of the Lease shall extend
to patrons and invitees of Tenant. Tenant agrees to protect and hold Landlord harmless from and against loss, injury, or damage, as
set out in the paragraph entitled, “Indemnity,” accruing from the acts, negligence or default of such patrons and invitees or the presence
of their property upon the Premises of Landlord, including damage to such property from railroad operations. Tenant further agrees
that no gasoline or other flammable liquid shall be stored or handled upon the Premises (except fuel in fuel tanks of vehicles parked
thereon).

Beautification. Tenant will enter the Premises for the purpose of landscaping and gardening the Premises with grass, flowers, and
low shrubbery and of maintaining said landscaping. In no event shall any trees be planted or permitted to grow on the Premises. This
Lease is a personal privilege to Tenant and shall not be assigned without the written consent of Company, nor shall Tenant, except
with such written consent, permit the Premises to be used for any purpose by any other party, firm, or corporation.

It is specifically understood and agreed that the Premises are not to be open to the public and that said Premises are not and will not
be permitted to become a park. Tenant will not install benches, walkways, recreation equipment or anything other than landscaping
material and plants on the Premises.

Grass, flowers, and shrubbery planted by Tenant on the Premises shall be maintained, cut and trimmed by Tenant in a safe and orderly
manner so as not to obstruct the view of Landlord's employees engaged in railroad operations or of pedestrians or motorists. In no




14                                                                                      RE_28282
event shall any shrubbery be permitted to exceed 48 inches in height. Tenant agrees that no grass, flowers, or shrubbery shall be
planted closer than 100 feet on each side of any grade crossing over tracks of Landlord not protected by flashing light crossing signals.

In installing, maintaining, or removing said landscaping, Tenant will not damage or interfere with the drainage facilities of Landlord. If
new or additional drainage is required in connection with the landscaping permitted herein, such drainage will be constructed at the
sole expense of Tenant, will be subject to the advance, written approval of Landlord, and will be constructed so as to cause any runoff
to flow away from Landlord's railroad facilities.

Supersede and Cancel. This Lease hereby supersedes and cancels, as of the effective date hereof, the Lease dated February 6,
2015, as amended, between NORFOLK SOUTHERN RAILWAY COMPANY (Landlord) and CITY OF STOCKBRIDGE (Tenant)
concerning the use of 227,870 square feet, 5.2312 acres of property, more or less, at (STOCKBRIDGE, HENRY COUNTY, GEORGIA).
(Custodian No. 287813 )

Notwithstanding said superseding and cancelling of said agreement, Landlord reserves and retains any and all rights with regard to
any liabilities that have accrued under the terms of said agreement prior to the Effective date of this Agreement.

Georgia Usufruct. Tenant has only a usufruct, not subject to levy and sale, and not assignable by Tenant except as specifically
provided in the Lease.




15                                                                                      RE_28282
16   RE_28282
