LEASE THIS LEASE (the “Lease”) made and entered into this _Z~ day of October, 2014, by and between ROGERS GROUP, INC,, an Indiana corporation with principal office and place of business in Nashville, Tennessee (the “Landlord”) and SUMNER COUNTY (the “Tenant” 1. Grant, The Landlord leases to the Tenant upon the terms and conditions set forth herein, all structures and approximately 17.4/~ acres of real property (the “Property”) located in Sumner County, Tennessee with the address of 2310 Nashville Pike Gallatin, Sumner County, Tennessee and consisting of the parcels where the “Comer House” as well as the parcel where the “Old Stone Barn” is located. 2. erm. The term of this Lease shall be for a period of Thirteen (13) Years, commencing on Monday, September 20, 2014 (the “Commencement Date”), and ending at midnight on September 30, 2027, and then renewing annually on the 1* day of September, each year thereafter until either party gives notice to end same. Notice to end the lease can be given by either party with 60 days notice 3. Rental. Tenant shall pay to the Landlord as rent the sum of One Hundred Dollars ($100) per year payable in advance on the Commencement Date and each anniversary thereof. 4. Assignment and Subletting. ‘The ‘Tenant shall not sublet all or any part of the Property or assign this Lease in whole or in part, without the Landlord’s prior written consent. Under no circumstances will the original Tenant be relieved of liability to the Landlord under this Lease 5. Use. The Property shall be used as a tourist and welcome center for Sumner County, and as a site for coordinating economic development in the county. Tenant shall take no action that would cause the Property to be listed as a historical site or landmark. Landlord shall have the right to object to any event or use of the Property that in Landlord's reasonable discretion is inconsistent with the forgoing use. 6. Limited Sublease. Tenant shall be allowed to sublease office space in the building for housing an economic development office and use of the parcels for tourism and economic development events. 7. Mining Operations. The Tenant acknowledges and agrees that the Landlord conducts certain mining operations on property adjacent to the Property. ‘The Tenant waives, and agrees that it will not assert, any claim against the Landlord for any disturbance or damages which such mining operations may cause, 8. _Usilifies and Services, ‘The Tenant shall furnish, at the Tenant's expense, all utilities or services desired by the Tenant. 9. Maintenance and Repair. Tenant shall keep in good order, condition and repair all mechanical systems, including without limitation, all plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment within the Premises, exterior walls, foundations, ceilings, roofs (interior and exterior), windows, doors, plate glass and skylights located within the Premises and driveways. Tenant shall be responsible for all painting and redecorating of the interior of the Premises, and maintenance of the floors and all landscaping in addition to all damage to the Premises by Tenant, Tenants’ customers, guests, and invitees-Tenant shall make no modifications to the Premises without the prior consent of Landlord.: ~ ~ 10. Condition of Property. By taking possession of the Property, the Tenant acknowledges that Tenant accepts the property “AS IS, WHERE IS” and that the Property, its fixtures and equipment were in good and satisfactory condition. The Tenant acknowledges and agrees that there have been no promises on the part of the Landlord to decorate, alter, repair or improve the Property or representations as to the conditions and repair of the Property, except as are set forth in this Lease, 11, Alterations. The Tenant shall make no alterations, additions or improvements in or to the Property (“Alterations”), except with the prior written consent of the Landlord. All Alterations to the Property made by either party shall (1) become the property of the Landlord without compensation to the Tenant, and (2) become and remain part of the Property and be surrendered with the Property at the end of the term of this Lease. The Tenant shall accept responsibility for claims for mechanics, materialmen or other liens in connection with any Alterations to which Landlord may give its consent. Tenant will, if required by Landlord, furnish such waiver or waivers of lien, or bond in form and with surety satisfactory to Landlord, as Tenant may require before starting any work in connection with such Alterations. 12. Insurance. The Tenant shall carry and maintain during the term of this Lease, at the Tenant’s sole cost and expense, comprehensive general liability insurance in an amount of not less than ‘two million dollars ($2,000,000) for each occurrence and four million dollars ($4,000,000) general aggregate. The policy shall be endorsed to name Landlord as additional insured. Tenant’s insurance shall be primary. Tenant shall further carry umbrella liability coverage that shall provide excess limits over and above the general liability limits stated above in this article in a single limit amount of five million dollars ($5,000,000) and an aggregate limit of five million dollars ($5,000,000) and such umbrella coverage shall also name Landlord as an additional insured. Tenant shall also obtain a rider that covers the activities of any sublease. The insurance must insure both the Landlord and the Tenant against any and all liability with respect to the Property or arising out of the maintenance, use or occupancy of the Property. Certificates of such policies shall be delivered to the Landlord within (10) days of possession of the Property by the Tenant. Thereafter certificates shall be delivered within thirty (30) days prior to the expiration of each such policy. Such policy shall contain a provision that Landlord, although named as an insured, shall nevertheless be entitled to recover thereunder for any loss occasion to it, its servants, agents and employees by reason of the negligence of the Tenant. ALL policies of insurance must contain a provision that the company writing said policy will give the Landlord written notice thirty (30) days in advance of any cancellation, lapse of the effective date, or of any reduction in the amounts of insurance. 13, Real Estate Taxes. The Landlord agrees that the real property taxes and any assessments upon the Property shall be the responsibility of the Landlord. 14, Maintenance. The Landlord disclaims any responsibility for repairs or maintenance of any kind. The Tenant waives and releases all claims against the Landlord, whether based in common law or statute, for failure to repair or maintain the Property. 15. Access by Landlord. The Tenant agrees that it will not unreasonably withhold consent to the Landlord, or its agents or workmen, to enter into the Property in order to (1) inspect the Property, (2) make necessary or any agreed repairs, decorations, alterations or improvements, supply necessary or agreed services, or (3) exhibit the Property to prospective or actual purchasers, mortgagees, tenants, workmen or contractors. 16. Damage to Property. In case the Property shall be destroyed or damaged by fire or other casualty, so that in the Landlord’s opinion it has been rendered unfit for habitation, the Landlord may~ ~ cancel this Lease. If the Lease is not cancelled, the rent shall be suspended or abated until the Property or building has been rebuilt or repaired by the Landlord and put in proper condition for use and habitation. ‘The rent shall recommence immediately after the rebuilding or repairing is completed. In any event the rent shall be paid up to the day of said fire or casualty. 17. Condemnation. If the Property is taken under the power of eminent domain, this Lease will terminate as to the part so taken. ‘The Lease will terminate on the day the Tenant is required to yield possession. The rent shall be reduced proportionally as to the portion of the property so taken. If the amount of the property taken is such as to impair substantially the usefulness of the Property for the purposes for which it was leased, then either party shall have the option to terminate this Lease. All ‘compensation awarded for such taking of the fee and the leasehold shall be the property of the Landlord. 18. Liability for Damages/Injuries. Tenant shall defend and accept responsibility for any and all claims and demands (except such as result from the negligence of Landlord) for, or in connection with, any accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business conducted in or the use and/or occupancy of the Property or occurring in, on ‘or about the Property or any part thereof, or arising directly or indirectly, from any act or omission of Tenant, concessionaire, licensees, invitees, servants, agents, employees or contractors, and from and against any and all costs, expenses and liabilities incurred in connection with any such claims and/or proceedings brought thereon. 19. Termination. The Landlord may, at its option, upon ten (10) days prior notice to the Tenant, terminate this Lease, re-enter and take possession of the Property and pursue such other remedies as it shall deem proper upon: 19.1. failure of the Tenant to pay any one of the annual rental payments required, when and as it shall become due and payable, although no demand may have been made; 19.2. violation by the Tenant of any one of the agreements, terms or conditions of this Lease, any rule or regulation prescribed by the Landlord, or any of the general duties of tenants imposed by the law of the State of Tennessee. 20. Storage. If Tenant shall fail to remove all its effects from the premises upon termination of this Lease for any cause, or when Landlord shall re-enter and re-let the premises for account of Tenant, Landlord may at its option remove said effects in any manner and store same without liability to Landlord for their loss. Tenant agrees to pay Landlord on demand any and all expenses incurred in such removal, including court costs and reasonable attorney’s fees and storage charges. 21. Subordination. The Tenant agrees that this Lease and Tenant’ interest hereunder shall be subordinate to (1) any mortgage, deed of trust or other security instrument now or hereafter placed upon the Property or on any portion of the land and building of which the Property may be a part, and to (2) any and all advances made or to be made thereunder, to the interest thereof, and all renewals, replacements and extensions thereof. 22. Notice by Landlord. Except as otherwise provided in this Lease, any written bill, statement, notice, or communication shall be deemed sufficiently given or rendered if delivered to the Tenant personally or sent by registered or certified mail, return receipt requested, to the Tenant at the Property. The time of rendition of such bill or statement, or giving of such notice or communication shall be deemed to be the time when the same is delivered to the Tenant or mailed, as provided. 23. Notice by Tenant. Any notice by the Tenant to the Landlord must be served by registered or certified mail, return receipt requested, addressed to the Landlord at the address where the last previousrental hereunder was paid. The time of rendition or giving of such notice shall be deemed to be the time when the same is actually delivered to and received by the Landlord. 24. Modification. Modification or variation of any provision of this Lease, other than the issuance or modification by Landlord of rules and regulations issued hereunder, shall not be effective unless the modification or variation is written and is signed by both the Landlord and the Tenant. 25. Successors and Assigns. This Lease, and all the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and upon their personal representatives, heirs, successors and assigns. 26. Governing Law. The Residential Le: the State of Tennessee. ¢ shall be governed by and subject to the laws of 27. Landlord's Attorney’s Fees. In the event of the employment by the Landlord of an attomey upon breach by Tenant of any of the terms and conditions of this Lease, Tenant will pay to Landlord the reasonable fees of such attorney. Such fees shall be forthwith due and payable upon demand and shall constitute additional rent due and payable by the Tenant. 28. Holding Over. If Tenant remains in possession after expiration of the term hereof, or any renewal term, without any distinct agreement between the parties, Tenant shall be a tenant at will, and there shall be no renewal of this Lease by operation of law 29. Time of Essence. Time is of the essence of this agreement, 30, Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written agreements with respect to the subject matter hereof. No modification of any provision of this Agreement shall be binding upon either party unless executed in writing by such party IN WITNESS WHEREOF, the Landlord and the Tenant have affixed their signatures on the date first above written. Rogers Group, andlord STATE OF TENNESSEE COUNTY OF DAVIDSON I, the undersigned authority, a Notary Public, in and for said County and State, hereby certify that Riek Thene- . who is personally well known to me (or proven to me on the basis of satisfactory evidence), appeared pefore me on this day and acknowledged himself w be the LB ‘of Rogers Group, Inc., an Indiana corporation, and that he, as such. being authorized so to do and being first duly sworn afier the contents thereof had been read and duly explained to him/her and acknowledged the execution of said instrument by signing the name of the corporation by himself as Vie for the uses and purposes therein set forth. ed my official seal this_2- day IN WITNESS WHEREOF, I have hereunto set my hand and aft of _Oct ong. NOTARY POBHE My Commission Expires;__&=3/-/& STATE OF TENNESSEE COUNTY OF SUMNER I, the undersigned authority, a Notary Public, in and for said County and State, hereby certity that Aston Lele . Who is personally well known to me (or proven to me on the basis of satisfactdry evidence) to be the person who executed the foregoing instrument, personally appeared before me on this day and being first duly sworn executed said instrument after the contents thereof had been read and duly explained to him/her and acknowledged that the execution of said instrument by him/her was his/her free and voluntary act and deed for the uses and purposes therein set forth, IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this “> day of Bef, 2014 Lu Ker NOTARYPUBEIC Guitj Gere My Commission Expires:_@-3/-7©