AGREEMENT OF LEASE THIS AGREEMENT OF LEASE (the Lease") is made as of this day of. June2025, by and between JDP REALTY, INC. a Pennsylvania Corporation withi a mailing address of 271 Market Street, Kingston, Pennsylvania 18704 (the "LANDLORD") and COUNTY OF LUZERNE, a Political sub- division ofthe Commonwealth of Pennsylvania with aj place of business 200 N. River Street, Wilkes- Barre, Pennsylvania 18711 (the "TENANT"). WITNESSETH WHEREAS, LANDLORD is the owner of certain real property, improved with a mixed use building commonly known as the 310 Market Street, Kingston Luzerne County, Pennsylvania (the "Real Property"); WHEREAS, the Real Property is improved with, inter alia, office and warehouse space (the "Building"); i: WHEREAS, the LANDLORD desires to lease to the TENANT a portion of the building for use as office space consisting of 11,900 +/- square feet (the "Leased Premises"); and WHEREAS, the TENANT desires to lease the Leased Premises from LANDLORD, all upon the terms and provisions hereinafter contained. NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to each in hand paid, the receipt whereof is hereby acknowledged, and the mutual covènants, promises and agreements herein set forth, and for other good and valuable consideration, the réceipt and sufficiency of which is hereby acknowledged between the parties, the. LANDLORD and TENANT, intending to be legally bound, hereby agree as follows: 1 Lease of Leased Premises and Use. LANDLORD does hereby demise and let unto the TENANT the Leased Premises and the TENANT does hereby hire and rent from the LANDLORD the Leased Premises upon the terms and conditions set forth in this Lease. The use of the Leased Premises by TENANT shall be for the operation governmental offices open to the public, subject to the covenants, terms and conditions hereinafter contained. It is understood that, unless the LANDLORD otherwise expressly agrees in writing, the Leased Premises will be occupied only by the TENANT, employees and invitees, and shall access the non-exclusive parking areas surrounding the Building. LANDLORD shall deliver the Leased Premises to the TENANT in accordance with the plans and specifications attached hereto and incorporated herein as Exhibit "A." TENANT shall have the right to make improvements to the Leased Premises which shall be approved by the LANDLORD ("TENANT Improvements"). In the event any TENANT Improvements require a building permit, TENANT shall be responsible for obtaining the necessary permits from the local municipality. All contractors of the TENANT (including sub-contractors) must provide to LANDLORD proof of insurance, including but not limited to General Liability Insurance and Workers Compensation Insurance prior to any contractors beginning work. 1 a 2 Term. 2.1 This Lease shall be for a period ofONE HUNDRED TWENTY (120) months (the "Initial Term") commencing on September 1, 2025 or the date in which the Premises is available to be occupied by Tenant, which is ever is later ("Commencement Date") and expiring at 11:59 pm on August 31, 2035 (*Termination Date"). Landlord shall provide Tenant with at least five (5), days' notice of the Commencement Date for occupancy. Upon the Termination Date, this Lease shall terminate and the TENANT shall surrender the Leased Premises to the LANDLORD in accordance with the terms and conditions of this Lease. Possession of the Leased Premises shall be delivered to the TENANT on the Commencement Date. 2.2 TENANT, sO long as not in default under the terms of this Lease and upon ninety (90) days written notice to LANDLORD, shall have the option to extend its term for three (3) additional five (5) year periods and one (1) final term of four (4) years and eleven (11) months with rent increasing at a rate of 4% per term based upon the prior year's minimum rent as set forth Paragraph 3 herein. 3. Minimum Rent. 3.1 For the Initial Term of this Lease, Tenant shall pay Landlord Minimum Rent of Twenty Five Thousand Seven Hundred Bighty-Three and 00/100 Dollars ($25,783.00) per month. 3.2 Monthly rental payments shall be due by the 1st of each month. 3.3 In each instance, the Minimum Rent shall be payable in advance. The Minimum Rent shall be payable without prior notice or demand, at the addrèss of the LANDLORD. In the event that any Minimum Rent, Additional Rent (as hereinafter defined), (thé Minimum Rent and the Additional Rent are hereinafter collectively referred to as the "Rent") are not received by LANDLORD on the date set forth for payment, then TENANT shall pay to LANDLORD (i) a lâte fee equal to five percent (5%) of the delinquent installment of Rent (the "Late Fee"), (ii) interest on such delinquent installment at a rate equal to fifteen percent (15%) per annum or the National Prime Rate of Interest as published in the Wall Street Journal plus ten percent (10%), whichever is less, from the date that such installment was due through the date that such installment is actually received by the LANDLORD, and (iii) all reasonable costs and charges, including but not limited to attorney's fees, incurred by LANDLORD in connection with its collection of the late payment, all of which shall be due under this Lease as, and shall become, Additional Rent. 3.4 In the event the TENANT extends this Lease for the additional term or this Lease is automatically renewed the Minimum Monthly rent shall increase as a rate of 3% per annum based upon the prior year's minimum rent. 3 3.5 Rent Payment: After the initial, sixty (60) months of the Term, should State, Federal and Local Funds cease then TENANT shall have the right to terminate this Lease upon ninety (90) written notice to LANDLORD. The parties understand that funding from State, Federal and Local sources is an integral component to the Lease. This section shall survive whether other terms and conditions of this Agreement are in conflict with this paragraph. 4. Security Deposit. $25,783.00. 5. Property Taxes. 2 5.1 Property Taxes. LANDLORD agrees to pay all Property taxes based upon the assessed value and millage rates in effect at the time of the execution of this Lease ("Base Rate"). In the event Property taxes increase more than five percent (5.00%) over the Base Rate, the TENANT agrees to pay any escalations over the Base Rate. TENANT's payment of'such property taxes and assessments shall be payable by TENANT, as Additional Rent to LANDLORD within thirty (30) days following written notice of the amount thereof from LANDLORD to TENANT. The LANDLORD shall provide to the TENANT a copy ofthe bill or invoice for such taxes or assessments which LANDLORD receives from the applicable taxing authority, together with a written explanation indicating in reasonable detail the manner in which the LANDLORD calculated the amount oft taxes and assessments due by the TENANT. If, at any time during the Term, (1). a surcharge, fee, excise or tax is leviedor imposed upon utilities consumed at, or waste discharged from, the Leased Premises, or for any governmental service furnished to the Building or persons visiting or occupying the same; or (2) the method of taxation of real property is changed from the method in existence on the date of this Lease, sO that real estate, taxes are replaced by one or more other types of alternative tax (collectively hereinafter referred to as "replacement taxes"); then, the TENANT shall pay either to the governmental body involved or to the LANDLORD, as Additional Rent, the amount of such (1) surcharge, fee, excise or tax on utilities, waste, parking spaces or governmental services; and (2) such replacement taxes. As soon as reasonably practicable after thel LANDLORD's receipt ofthe actual bill, the LANDLORD shall provide the TENANT with an invoice indicating the difference between the amounts actually due for all ofthe property taxes and the amounts paid thereon by the TENANT pursuant to the Budget. The TENANT shall, within thirty (30) days after the TENANT's receipt of such invoice, pay to the LANDLORD any amount set forth therein which represents an underpayment of the amount actually due or, ifthe amount paid by the TENANT toward all ofthe property taxes pursuant to the Budget exceeds the actual amounts therefor, then the LANDLORD shall credit such excess amount against the TENANT's next monthly payment(s) ofthe Budget. If the LANDLORD shall receive any property taxes with respect to any lease year for which TENANT paid such taxes, then out of any balance remaining, after deducting LANDLORD's expenses reasonably incurred in obtaining a refund or reduction of taxes, LANDLORD shall reimburse to TENANT, provided there does not then exist a default OfTENANT under this Lease greater than such sum, an amount equal to TENANT's portion of such refund or reimbursement or sum in lieu thereof. 5.2 LANDLORD agrees to promptly provide the TENANT with a copy of any notice of assessment or reassessment of the Building or the Leased Prémises, if separately assessed, or the Real Property if the Leased Premises is included within the assessment or notice or reassessment following receipt. In the event that the LANDLORD shall elect not to pursue an appeal of the assessment or reassessment, the TENANT shall have the right to appeal the assessment or reassessment affecting the Leased Premises provided (i) there exists a reasonable basis for the appeal, (ii) that the appeal is undertaken at the sole cost and expense ofthe TENANT; and (ii) the TENANT indemnifies and agrees to hold harmless the LANDLORD against any loss or damage incurrèd by reason ofa an increase ofthe assessment as a result of such appeal. LANDLORD agrees to cooperate with the TENANT in the prosecution ofthe appeal. 6. Utilities: Mechanics' Liens. The TENANT agrees to pay all bills, when due, which may be incurred for all utilities utilized or consumed on the Leased Premises and Building including, without limitation, all light, electric power, and any and all other utilities used or consumed upon the Leased Premises, and also all bills for sewer/septic which may accrue during the Term and any and all other fees, costs, expenses or charges applicable to any other utilities consumed by the TENANT or applicable to the Leased Premises. All utilities shall be in the name of the but shall be the responsibility of the TENANT and payable as Additional Rent. Should the TENANT fail to pay any utility bills as aforesaid, the LANDLORD shall have the right, after providing written notice to the TENANT and TENANT's failure to pay the same within ten 3 (10) days after the date of LANDLORD' notice, to pay the same, and the amount SO paid shall be chargeable to the TENANT as Additional Rent, to be paid at the time ofthe next installment of Minimum Rent falling due hereunder. If any mechanics' liens are placed upon the Leased Premises or the Real Property as a result of TENANT's act or omission, TENANT will, upon being notified of same, promptly remove them either by payment or by bonding at TENANT's option. 7. Quiet Enjoyment. If the TENANT faithfully and diligently performs the terms of this Lease imposed on TENANT, the TENANT shall have exclusive, peaceful possession, use, and quiet enjoyment of the Leased Premises during the Term. If for any reason within the reasonable control OfLANDLORD, and subject to the provisions of paragraphs 11 and 23, the TENANT is denied quiet enjoyment for more than thirty (30) consecutive days, TENANT shall have the right to terminate the Lease without penalty. 8. Liabilityl Insurance. The TENANT shall be obtain, secure and maintain a general liabilityit insurance policy from an insurance company acceptable to LANDLORD throughout the Term, insuring both LANDLORD and TENANT against death and personal injuries to one or more persons in the amount equal to not less than ONE MILLION and 00/100 DOLLARS ($1,000,000.00) (provided, however, the aforesaid amount shall be increased, from time to time, during the Term to reflect increases in the rate of inflation andi may be maintained through the use of umbrella coverage) with respect to property damage/bodilyi injury or death to more than one person in any one occurrence in connection with TENANT's use and occupancy of the Leased Premises and the Real Property and irrespective of whether such liability arises as a consequence ofthe negligence OfLANDLORD, its agents, seryants or employees. TENANT shall, prior to the Commencement Date, furnish to LANDLORD a certificate of the insurance company issuing such insurance evidencing such coverage with the LANDLORD included as a named insured, which certificate shall contain a provision to the effect that such coverage may, not be canceled, materially changed or not renewed without at least thirty (30) days' prior written notice to LANDLORD. 9. Casualty Insurance. The LANDLORD shall secure and maintain throughout the Term, or any extension or renewal thereof, fire, flood, casualty and extended coverage insurance, covering the Leased Premises including all structural improvements now or hereaftèr made, for at least eighty percent (80%) of the replacement cost, together with any other insurance policies which are commercially reasonable and obtained by LANDLORD which premiums shall be paid for, by the TENANT as Additional Rent. The TENANT, at its sole cost and expense, shall be responsible for and pay the cost of fire and extended coverage insurance on all contents located within the Leased Prèmises including, but not limited to, trade fixtures and equipment. TENANT further agrees to install in the Leased Premises, such fire extinguishing equipment, or any other devices, as is required by LANDLORD's insurance carrier, local building codes, or the recommendation of the Fire Rating Bureau of Fire Underwriters or similar body, prior to the occupancy of the Leased Premises and further agrees that in the event the insurance company or local building codes should require change in the nature ofthis equipment, TENANT will effect such changes at TENANT's sole cost and expense. TENANT shall also obtain ànd maintain at its sole cost and expense plate glass insurance for the Leased Premises in amounts satisfactory to LANDLORD. 10. Waiver of Subrogation. To the extent permitted by the applicable insurance policies, each party hereby waives any and every claim which arises or may arise in its favor and against the other party hereto during the Term for any and all loss or damage to any ofits propérty located within or upon or constituting a part of the Leased Premises, which loss or damage is or is to be covered, by the terms of this Lease, by valid and collectible fire and extended coverage insurance policies, and ifand to the extent reimbursement is made, even if such loss or damage shall be brought about by default or negligence of the other party or by its employees, agents, servants or any persons claiming under them. 11. Damage or Destruction of the Leased Premises. Except. as otherwise hereinafter set forth, in the event the Leased Premises (or any other portion of the Building, the use of which is reasonably necessary 4 for TENANT's use of the Leased Premises) are damaged or partially destroyed by fire or other casualty, LANDLORD, utilizing the insurance proceeds received by LANDLORD, if any, shall restore the same in substantially the same condition as existed prior to the occurrence of such fire or other casualty. However, in the event the Leased Premises shall be damaged or destroyed by fire or other casualty to such extent as to preclude the repair and replacement thereof within one hundred twenty (120) days subsequent to the date of such event, LANDLORD shall have the right to either, utilize the insurance proceeds, if any, to reconstruct the Leased Premises or, in the alternative, elect to réceive payment of the insurance proceeds and terminate this Lease. TENANT shall not be obligated to pay any rentals or other amounts under this Lease applicable to any period when the Leased Premises or any material part thereof are untenantable due to any such damage or destruction of any part of the Leased Premises. 12. Maintenance ofLeased Premises. The TENANT shall bè responsible for the reasonable cost of all repairs of any nature whatsoever to the Leased Premises, and shall maintain the same in good condition and repair, normal wear and tear excepted, and shall furnish LANDLORD prompt written notice of any and all accidents, fires or other damage occurring on or to the Leased Prémises. Tenant shall be responsible for all janitorial services oft the Leased Premises including but not limited to cleaning, vacuuming and the removal of trash. LANDLORD is responsible for snow and ice from the parking lot, all sidewalks and curbs, entrances, exists and pedestrian walks adjacent to the Leased Prémises, which said costs shall be billed to TENANT as Additional Rent and due at the time of the next installment of Minimum Rent falling due hereunder. LANDLORD be responsible for any electrical or plumbing repairs to the Leased Premises > which said costs shall be billed to TENANT as Additional Rent and due at the time of the next installment of Minimum Rent falling due hereunder. ! 13. No Waste. No waste shall be committed by the TENANT, and at the end of the Term, the Leased Premises shall be delivered in substantially as good condition as on the Commencement Date, ordinary wear and tear excepted. a 14. Hazardous Substances. The TENANT represents and atrants to the LANDLORD that the Leased Premises and the Real Property shall be kept free from contamination by or from any hazardous substances or hazardous waste (as such terms are defined and/or used in applicable state or federal law or in the regulations issued thereunder including, without limitation, thé Federal Comprehensive Environmental Response, Compensation and Liability Act). The TENANT also agrees that it will not store, utilize or engage in operations at or upon the Leased Premises and the Real Property or affecting the Leased Premises, the Parking Area, and the Real Property which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances or hazardous waste, medical waste or medical waste products or environmentally deleterious material and the TENANT will at all times comply with and conform to all laws, statutes, ordinances, rules, regulations, notices and orders of all governmental and regulating authorities or any board of fire underwriters, or àny insurance organization or company with respect to the treatment of any hazardous substances or waste on or which affect the Leased Premises and the Real Property. The TENANT shall not cause or permit to exist as a result of an intentional or unintentional action or omission on its part or on the part ofany of the TENANT's agents of releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping from, on or about the Leased Premises or the Real Property of any such hazardous substances or wastè. 15. Compliance with Laws. TENANT shall comply with" all requirements of duly constituted public authorities, and with the terms of any state or federal statute, regulation, and of any local ordinance, applicable to the TENANT or to the TENANT's use of the Leàsed Premises and the Real Property and TENANT shall indemnify, defend and save LANDLORD harmless from any and all penalties, fines costs or other damages resulting from its failure to do SO. The TENANT shall not carry on any unlawful business in or about the Leased Premises, and shall not carry on any; business which shall endanger the Leased 5 Premises or any portion thereof from fire or cause a forfeiture. of any fire insurance that the LANDLORD has or may hereafter have on the Leased Premises or any improvements thereof. 16. Hold Over. Except as LANDLORD otherwise may consent in writing, TENANT agrees, without further notice or demand, to promptly surrender possession ofthe Leased Premises to LANDLORD at the expiration, or earlier termination, oft this Lease. Any holding over by TENANT beyond the Term shall be under and subject to the same terms and provisions as contained herein, except, however, that the Minimum Rent shall, after the end of the Term, be one and one-half (1.5) times the Minimum Rent as existed in the immediately preceding month and, in all such events, the term,of any such hold over shall be on a month- to-month basis and shall be terminable upon thirty (30) days' notice to either party by the other. i 17. Improvements to Leased Premises; Alterations. TENANT may not make any structural alterations or any improvements to the Leased Premises without LANDLORD's prior written consent. TENANT must provide LANDLORD with a list off all improvements which TENANT intends to make at least five (5) business days prior to the commencement of work. TENANT must provide LANDLORD with a list ofthe licensed and insured contractors which the TENANT intends to use to for any alterations ofi improvements. Any alteration or improvement must be completed in a "Workmen Like Manner" and where applicable must comply with any and all building codes and zoning requirements ofthe local municipality. TENANT is solely responsible and must obtain any and all permits to complete and alterations or improvements to the Leased Premises when applicable from the local municipality. All such alterations and improvements made with the LANDLORD's prior written consent as hereinabove set forth shall become the property of the LANDLORD upon the termination of this Lease unless otherwise provided in LANDLORD's consent therefor;. provided, however, that, notwithstanding the foregoing, SO long as the TENANT is not in default under this Lease, the LANDLORD shall not have title to, and TENANT shall have the right to remove, trade fixtures, moveable equipment and furniture provided thè same may be removed without damage to the Leased Premises. The TENANT may, however, at its sole cost and expense, and with the prior written consent of the LANDLORD, such consent not to be unreasonably withheld, conditioned or delayed, decorate the Leased Premises. 18. Liability. The LANDLORD shall not be liable for any injury to any person while on the Leased Premises or for damage to property while located on the Leased Premises unless caused by or resulting from any act, omission, or negligence of LANDLORD or any of its respective agents, servants or employees, or by fire, or by any other casualty or condition existing on or resulting to the Leased Premises or the Real Property during the Term, however; TENANT shall maintain all of the insurance policies and coverages referred to in this Lease to insure LANDLORD against any loss or liability on account of any claim resulting from the acts of the Tenant or its agents. - 19. Assignment and Sublease. The TENANT may not, at any time, sublease the Leased Premises nor assign this Lease without the prior written consent of the LANDLORD, which shall not be unreasonably withheld. Anything contained in this Lease to the contrary notwithstanding, any approval or consent ofthe LANDLORD with respect to any such requested subletting ofthe Leased Premises by the TENANT shall not be deemed to be the approval or the consent ofthe LANDLORD with respect to any such other or future subletting request of the TENANT with respect to the Leased Prémises. In the event that the LANDLORD grants its consent to any sublease request by the TENANT under this Paragraph 19, the TENANT shall be responsible, at its sole cost and expense, for obtaining all governmental approvals ofsuch sublease and for providing to the satisfaction OfLANDLORD, satisfactory proofthereof prior to the execution ofany such sublease. 20. Inspection ofLeased) Premises. It is further agreed and understood that the LANDLORD may enter the Leased Premises at any time during the Term, upon reasonable advance notice to TENANT, in the 6 presence of the TENANT and during TENANT's business hours for the purposes of ascertaining whether the Leased Premises are. kept in good order and repair; except, however, in an emergency situation, in which event, thel LANDLORD shall have the right to enter in and upor the Leased Premises absolutely and without notice. 21. Default. If the TENANT (a) does not pay in full any installment of Rent, and/or other charge or payment herein agreed to be paid by TENANT when due to LANDLORD, which failure remains uncured for aj period of ten (10) days following written notice to the TENANT, or (b) violates or fails to perform or otherwise breaches any covenant or agreement herein contained, hich violation, failure or breach remains uncured for a period oft thirty (30) days after written notice has been given by LANDLORD to TENANT, or if such violation, failure or breach is of such a nature that the same cannot be completely cured or remedied during such thirty (30) day period, and TENANT fails to promptly commence and diligently and in good faith pursue curing such violation, failure or breach within such thirty (30) day period, or (c) makes an assignment for the benefit of creditors, or if aj petition is filed by (and granted) or filed against TENANT for the appointment of a receiver, resulting in an order or decree which continues unstayed and in effect for aj period in excess of sixty (60) days, or a bill in equity or other proceeding for the appointment of a receiver of" TENANT is filed and granted, resulting in an order or decree which continues unstayed and in effect for aj period in excess of sixty (60) days or if proceedings for reorganization or composition of creditors under any state or federal lawi is instituted by or against TENANT, resultingi in an order or decree which continues unstayed and in effect for a period in excess ofs sixty (60) days, THEN, and in any of said events, there shall be deemed to be by virtue thereof, a breach of this Lease which shall constitute an "Event of Default" and LANDLORD may: 21.1 Termination. Upon or after the occurrence of any one or more of such Events of Default, if the term shall not have commençed LANDLORD may immediately cancel this Lease by written notice, or ifthe term shall have commenced LANDLORD may serve upon TENANT a written notice that this Lease and the term will terminate on a date to be specified therein, which shall not be less than ten (10) days after the date of such notice and in either event, TENANT shall have no right to avoid the cancellation or termination by payment of any sum due or by other performance of any condition, term or covenant broken. Upon the date specified in the aforesaid notice of termination, this Lease and the term hereof shall terminate and come to an end as fully and completely as if such date were the day herein definitely fixed for the end and expiration of this Lease and such term, and TENANT shall then quit and surrender the Leased Premises and Parking Area to LANDLORD, but notwithstanding any statute, rule oflaw, or decision of any court to the contrary, TENANT shall remain liable as set forth hereinafter. Notwithstanding LANDLORD's election to terminate this Lease, LANDLORD may, at its option, reinstate this Lease at any time thereafter, and a letter from LANDLORD, agent or the attorney for LANDLORD or agent setting forth LANDLORD' exercise ofits option to reinstate the Lease shall be sufficient to reinstate this Lease upon all ofits terms and conditions, without any other notice to or from either party to the other. 21.2 Right of Possession. Upon or after any; one or more Events of Default or if the notice provided for above in Section 21.1 hereof shall have been given and this Lease shall be terminated, or ifthe Leased Premises becomes vacant or deserted, then, in all or any of such events, in addition to, and not in lieu of, all other remedies of LANDLORD, LANDLORD may without notice terminate all services (including, but not limitedto, the furnishing of utilities) and/or re-enter the Leased Premises, either by force or otherwise, and/or by summary proceeding or otherwise dispossess TENANT and the legal representative of TENANT or other occupant of the Leased Premises, and remove their effects and repossess and enjoy the Leased Premises, together with all alterations, additions and improvements, all without, being liable to prosecution or damages therefor. 7 21.3 Additional Remedies ofLandlord. 21.3.1 In the event of any Eventy of Default, re-entry, termination and/or dispossession by summary proceedings or otherwise, in addition to, and not in lieu of, all other remedies which LANDLORD has under this Lease, at law or in equity: 21.3.1.1the Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or expiration; and 213.12LANDLORD may relet the Leased Premises or any part or parts thereof, either in the name of LANDLORD, or otherwise, for a term which may at LANDLORD's option be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease, and may grant concessions or free rent; and 21.3.13TENANT or the legal representative of TENANT shall also pay LANDLORD at LANDLORD' option and whether or not LANDLORD has terminated or canceled this Lease, either liquidated damages calculated by the formula set forth in Section 22.3.1.4 hereofa and other damages referred to in Section 22.3.1.4. LANDLORD, at LANDLORD's option, may make such alterations, repairs, replacements and/or decorations in the Leased Premises as LANDLORD in LANDLORD's sole judgment considers advisable and necessary for the purpose of reletting the Leased Premises; and the making of such alterations and/or decorations shall not operate or be construed to release TENANT from liability hereunder as aforesaid. Without assuming a duty to mitigate damages, LANDLORD agrees toi endeavor to undertake commercially reasonable effort in attempting to relet the Premises and shall have broad discretion in doing sO. 21.3.1.4 LANDLORD shall have the election to accelerate rent, in place and instead ofholding TENANT sO liable, to recover. against TENANT, as liquidated: damages for loss of the bargain and not as a penalty, a sum equal to the Minimum Rent multiplied by the number of months and fractional months which would have constituted the balance ofthei term, together with any additional rent due and owing or any part thereof, reasonable costs and attorneys fees. 22. Representations and Warranties. 22.1 TENANT's Representations and Warranties. The TENANT hereby represents and warrants to the LANDLORD as follows: 22.1.1 the TENANT has the full legal authority and power to enter into, and to perform its obligations under, this Agreement; 22.1.2 this Agreement is, ànd shall be, legally binding upon, and enforceable against, the TENANT in accordance with its terms. 22.2 LANDLORD's Representations and Warranties. The LANDLORD hereby represents and warrants to the TENANT às follows: 8 22.2.1 the LANDLORD has thè full legal authority and power to enter into, and to perform its obligations under, this Agreement; and 22.2.2 this Agreement is, and shall be, legally binding upon, and enforceable against, the LANDLORD in accordance with its terms. 23. Condemnation. In the event that all or twenty-five percent (25%) or more ofthe Leased Premises is taken by any condemnation or eminent domain proceedings, then either the TENANT or LANDLORD shall have the right to terminate this Lease by delivering written notice of such election to the other party, and, in such event, all obligations of TENANT and LANDLORD hereunder with respect to the period of time subsequent to such taking, shall, thereafter, terminate and this Lease shall be null and void and of no further force and effect. If, however, less than twenty-five percênt (25%) of the Leased Premises is taken by the exercise of the right of condemnation or eminent domain, this Lease shall continue with respect to the remaining portion of the Leased Premises, and the Minimum Rent herein specified to be paid by TENANT shall be ratably reduced according to the areajof the Leased Premises which is taken. LANDLORD and TENANT shall separately be entitled to assert and receive any damages due to either of them from the condemning governmental unit or other corporation or entity exercising any such right of condemnation or eminent domain. 24. Cumulative Remedies. All ofthe remedies hereinbefore given to LANDLORD and TENANT and all: rights and remedies given to them by law or equity shall be cumulative and concurrent. The exercise by either LANDLORD or TENANT of any particular right shall not be a waiver by either party of any other right herein granted to LANDLORD and/or TENANT. IfLANDLORD, at any time or times, shall accept the Rent or the payment of other charges due from TENANThéreunder. after the same shall become due and payable, such acceptance shall not excuse delay upon subsequent occasion or constitute or be construed as a waiver of any OfLANDLORD's rights. 25. Binding Upon Successors and Assigns. All rights and liabilities herein given to or imposed upon the respective parties hereto shall extend to, and be binding upon, their respective heirs, personal representatives, successors and permitted assigns. LANDLORDI may assign its interest in the Lease without the consent OfTENANT. 26. Subordination and Attornment. LANDLORD and TENANT agree that this Lease be and the same hereby is made subject and subordinate at all times to all covenants, restrictions, easements and encumbrances now or hereafter affecting the fee title of the Real Property and all ground and underlying leases and mortgages or any other method of financing in any amounts, and all advances thereon, which may now or hereafter be placed against or affect any or all of the land and/or Leased Premises and/or any or all of the buildings and improvements now or at any time hereafter constituting a part of the Real Property, and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. The term 'mortgages" as used herein shall be deemed toinclude trust indentures and deed of trust. The aforesaid provisions shall be self-operative, and no further instrument or subordination shall be necessary unless required by any such ground or underlying LANDLORDS or mortgagees. Should LANDLORD or any ground or underlying LANDLORDS or mortgagees desire confirmation of such subordination, the TENANT, within ten (10) days following ANDLORD's written request therefore, agrees to execute and deliver, without charge, any and all documénts (in form acceptable to such ground or underlying LANDLORDS or mortgagees) subordinating this Lease and the TENANT's rights hereunder, However, should any such ground or underlying LANDLORDS or any mortgagees request that this Lease be made superior rather than subordinate to any such ground: or underlying lease and/or mortgage, then TENANT, within ten (10) days following LANDLORD's written request therefore, agrees to execute and deliver, without any charge, any and al documents (in formi acceptable to such ground or underlying 9 LANDLORDs or mortgagees) effectuating such priority. IfTENANT obtains a mortgage to construct the Leased Premises, then LANDLORD agrees to execute any documents reasonably required by TENANT's mortgagee to secure the rights of' TENANT's mortgagee. TENANT agrees that in the event of a sale, transfer or assignment of the LANDLORD's interest in the Real Property or any part thereof, including the Leased Premises, or in the event any proceedings are brought for the foreclosure of or for the exercise of any power of sale under any mortgage made by LANDLORD covering the Real Property or any part thereof, including the Leased Premises, or in the event of a cancellation or termination of any ground or underlying lease covering the Real Property or any part thereof, including the Leased Premises, to attorn to and to recognize such transferee, purchaser, ground or underlying LANDLORD or mortgagee as the LANDLORD under this Lease. 27. Severable. The terms, covenants and provisions of thisLease are severable and divisible and, if any of the said terms, covenants and provisions shall be invalidated by law or for other reason, the force and effect of the other terms, covenants and provisions shall be deemed to be unaffected and be legally enforceable as though the provisions invalidated had not been herein set forth. 28. Notice. Any notice required to be given hereunder shall be given to parties hereto as follows or at such other addresses as the parties hereto, or either ofthem, may from time to time designate, by notification to the other in writing by registered or certified mail, postage prepaid to the parties at the address first above written. Ifto LANDLORD: 271 Market Street Kingston, PA 18704 With copy to: Samuel A. Falcone, Jr., Esq. Wetzel & Falcone 900 Rutter Avenue Box 24 Forty-Fort, PA 18704 Ifto TENANT: 7 With copy to: N 29. No Recording. This Lease shall not be recorded with the Recorder of Deeds or. in any other public office for the recording of documents. Both LANDLORD and TENANT agree that this Lease is binding upon each of them and is enforceable with respect to all of the Lèased Premises without such recording. 30. Broker. The parties hereby acknowledge that neither was represented by a broker or realtor in connection with this transaction. Each party hereby agrees to indemnify, defend and hold the other harmless from and against any liability, obligation, cost, fee or expenses arising as a result of any claim by or through the indemnitor related to any other realtor's commissions. 10 31. Estoppel Certificates. The TENANT agrees at any tire, within ten' (10) days OfLANDLORD'S written request, to execute, acknowledge and deliver to LANDLORD a written statement certifying that this Lease is unmodified and in full force and effect (or, ifthere iave been modifications), and the dates to which the Minimum Rent, Additional Rent and other charges' have been paid in advance, if any, it being intended that any such statement pursuant to this Paragraph 31; may be relied upon by any prospective purchaser or mortgagee oft the Building or Real Property. 32. Applicable Law and Venue. This Lease shall be construed and interpreted under the laws of the Commonwealth of Pennsylvania. The parties agree that Venue! shall vest in the county in which the real property is located. 33. Parking. Parking is included for the TENANT's employees and invitees. 34. Right of] First Refusal. So long as LANDLORD isthe owner of the Real Property and if LANDLORD receives an offer from any bona fide third paity to purchase in whole or in part, the Real Property, and LANDLORD intends to accept such offer, then LANDORD shall promptly send to TENANT a copy of the proposed offer within five (5) days ofits receipt of saif offer (the "ROFR Offer"). TENANT shall have the right to purchase. the Real Property, at the price and on the same terms and conditions contained in the ROFR Offer. TENANT must notify LANDLORD within ten (10) business days ofits receipt ofthe ROFR Offer from the LANDLORD ofits intent to purchase the Real Property per the ROFR. TENANT fails to notify LANDLORD ofits intent to acquire the Real Property in writing within ten (10) business days, TENANT shall be deemed to have waived its right to purchase the Real Property and the ROFR shall be null and void and LANDLORD shall have the right but not the obligation to sell the Real Property to a third party. In the event LANDLORD does not sell the Real Property to a third party after presenting the ROFR Offer to TENANT, TENANT shall maintain the ROFR for any future offers. This Right ofFirst Refusal shall only be in effect fLANDLORD owns the Property. : : In the event TENANT does not respond to the notification from LANDLORD ofthe ROFR offer, LANDLORD shall have its manager or shareholder(s) execute an affidavit stating it attempted to notify TENANT of the ROFR and provide proof of mailing and notification in accordance with the Notice Section herein as part ofthe affidavit which shall bei recorded with the deed transferring the property to a third party. SIGNATURE PAGE TO FOLLOW 1 11 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this Lease to be duly executed as of the day and year first above written. ATTEST: LANDLORD: JDP Realty, Ine. Patrick DelBalso, Secretary Daniel DelBalso, President a WITNESS: TENANT: The County of Luzerne 1 : B 12 EXHIBIT " A" LANDLORD'S WORK 4 - 13 14