2 Finance & Personnel Committee

Borough of Hanover York County, PA An Equal Opportunity Borough Department of Administration Memorandum From: Margie Lewis – Borough Manager To: Hanover Borough Council Re: Hanover Area Historical Society Lease Agreement Date: January 10, 2024 Attached is the PowerPoint presented on behalf of the Council Library Workgroup regarding a plan to control the library cost to taxpayers. Additionally, below are excerpts from the decisional meetings in May that granted me the authority to work out a path forward. The Council Library Workgroup and staff have met on several occasions to discuss the opportunities for library use, including the rental of the Historical Society. Contrary to what was stated during public comment December 27, 2023, our staff has met with library staff on two occasions. I have also been in regular monthly contact with BOG President Chrissy Rosensteel since April, and she is fully aware of this plan. During the hiring process for the new director, all this information was presented. Once the director was hired, we toured the facility together to discuss what needed to be relocated to accommodate the rental by both groups. We also toured the library with the new director and the Historical Society, outlining the areas that would be necessary for separate rental groups to use. It is important to note that the library director's report for December states that $20,000 of the Way Foundation grant has been allocated for moving the Teen center to a different location within the building. I also had a meeting with Dan Frey (HPLA) to ensure there were no issues with the trust. During our meeting, Dan stated that he had heard about our intentions but did not threaten legal action, as has happened in the past. Library employees have met with Historical Society members to discuss the transfer of the contents of the Pennsylvania Room and its continued use by the public. The library has been divided into two parts: the "old part" plus the teen room, which is approximately 6,500 square feet for Historical Society use, and the "new part" minus the teen room, which is approximately 20,000 square feet of remaining operating space for the library. This division is necessary due to restroom facilities and space constraints. It also allows us to separate the areas without the need for building new walls or doors. All of this was discussed in meetings with library staff – to which they have identified three possibilities to relocate the teen area. With this plan, the borough will retain control of the basement, including the Bare Center and its rentals, as well as the third floor/roof access. The Historical Society and the library will be allowed to use the Bare Center when it is not rented. Additionally, any groups wishing to rent or hold programs that charge a fee to attendees must be directed to the Borough. The rental prices for these two spaces were set at $6.67 per square foot to cover the library's annual operating costs of $174,314. The borough is guaranteed to receive over $200,000 from subleasing the space to the Historical Society over the next five years. Borough of Hanover 44 Frederick Street | Hanover, PA 17331 t: 717.637.3877 | f: 717.637.2805 Info@HanoverBoroughPA.gov | www.HanoverBoroughPA.gov  Borough of Hanover York County, PA An Equal Opportunity Borough Department of Administration An excerpt of the May 17th information, Power Point presentation (attached) and motion: LIBRARY WORK GROUP: Attorney Morgan Madden from Eckart-Siemans was present as requested by Council. The Library is not currently a sustainable model for the Borough in terms of taxpayer dollars being spent. Ms. Madden discussed the cost of library operations currently paid by the Borough and the current bond debt which will expire in 2026. The 2023 Library Budget line item is $988,333 which includes the $666,000 bond debt payment with $121,686 for fair share received and almost $300,000 in deficit of fair share payments from the surrounding municipalities who utilize the library. Ms. Madden summarized the fare share amounts projected that the surrounding municipalities are responsible for based on per capita and per household numbers. Mr. Hegberg noted that there are other municipalities that utilize the Library that are not listed. Hanover Borough citizens amount to approximately 1/3 of library users; fair share payments are not being received from surrounding municipalities to make up the difference. The Borough’s costs can be reduced by securing the surrounding municipalities’ fair share payments. If the Library declines to accept the State subsidy, certain stipulations and regulations will be removed and will allow the Borough to collect funding from other municipalities who utilize the Library. However if the Library declines the state funding it is likely that County funding would not be provided. Ms. Madden reviewed several options including: the formation of a stand-alone non- profit; joining the York County Library System by January 2027; finding a more equitable trust-in-funding formula; and/or equalizing funding from service areas of other municipalities. The Borough could continue to pay for the capital expenditures and continue to maintain the premises, provide legal support and facilitate a new operating agreement. Borough of Hanover 44 Frederick Street| Hanover, PA 17331 t: 717.637.3877 | f: 717.637.2805 Info@HanoverBoroughPA.gov | www.HanoverBoroughPA.gov  Borough of Hanover York County, PA An Equal Opportunity Borough Department of Administration Ms. Madden recommended a motion to undertake the following actions with respect to the Library, which was motioned by Mr. Greenholt and seconded by Mr. Hegberg: ➢ Adopt the findings and recommendations of Council’s Library Working Group as reviewed by the Borough’s legal counsel and administration; and ➢ Empower the Borough Manager to effectuate the findings and recommendations of Council’s Library Working Group with respect to the future operations of the Library; and ➢ Notwithstanding the foregoing, permit the Borough, through the Library Director to apply for state funding for the 2023-2024 fiscal year with the understanding that, if there is no acceptable plan for a readjustment of Library funding for the 2024-2025 fiscal year, that the Borough and Library Director will not apply for state funding after the 2023-2024 fiscal year. Dr. Rupp voted in opposition to the motion, noting that she is not opposed to the concept, but that she is opposed to the process. Motion carried. An excerpt from the May 24th Council Meeting: “Library Work Group - Mr. Hegberg It was moved by Mr. Hegberg, seconded by Mr. Kress to authorize the Borough to undertake the following actions with respect to the Library: a. Adopt the findings and recommendations of Council’s Library Working Group as reviewed by the Borough’s legal counsel and administration; and b. Empower the Borough Manager to effectuate the findings and recommendations of Council’s Library Working Group with respect to the future operations of the Library. Dr. Rupp voted in opposition to the motion. Motion carried. Borough of Hanover 44 Frederick Street | Hanover, PA 17331 t: 717.637.3877 | f: 717.637.2805 Info@HanoverBoroughPA.gov | www.HanoverBoroughPA.gov  LIBRARY BUDGET $988,333 TOTAL BUDGET W/O BOND SERVICING WHICH IS PAID FOR BY THE BOROUGH  WHAT THE BOROUGH PAYS FOR OPERATIONS $419,000 WHICH IS COMPRISED OF THE FOLLOWING: $121,686 IN FAIR SHARE PAYMENT FROM BOROUGH $297,757 ADDITIONAL TO BALANCE THE BOOKS . WHAT THE BOROUGH PAYS FOR BOND FINANCING OF CAPITAL REPAIRS $666,000 (BOND PROCEEDS) FY 2023 THERE IS 2.6 MILLION LEFT .  THE DIFFERENCE $569,333 (other sources) $156,992 (state grant) $7,000 (West Manheim) $50,000 (Penn Twp) $8,000 (Southwest SD) $87,848 (County) $10,000 (Berwick) $10,000 (Conewago) $15,000 (Other) GIFTS/BEQUESTS/DONATIONS: $190,000  PER CAPITA & PER HOUSEHOLD PAYMENTS PENN TWP $2.82 PER CAPITA/$7.51 PER HOUSEHOLD CONEWAGO $1.16 PER CAPITA/$2.94 PER HOUSEHOLD WEST MANHEIM $0.86 PER CAPITA/$2.43 PER HOUSEHOLD SOUTHWEST SD $0.34 PER CAPITA/$0.90 PER HOUSEHOLD MANHEIM $2.03 PER CAPITA/$5.70 PER HOUSEHOLD HANOVER $7.38 PER CAPITA/$17.15 PER HOUSEHOLD (W/O BOND FINANCING)  THERE IS A STRUCTURAL DEFICIT $297,757 ADDITIONAL TO BALANCE THE BOOKS THIS HAS BEEN A CONSTANT OVER THE LAST 10 YEARS THIS IS BEFORE BOND FINANCING  THE BOROUGH’S CONTRIBUTION IS EQUAL TO 1.4 MILLS OF ADDITIONAL TAX ONLY TO HANOVER RESIDENTS AVERAGE HOME VALUE IS $150,000 AND THE AVERAGE HOUSEHOLD IS PAYING $17.15 TO SUPPORT THE LIBRARY PER CAPITA INCOME IN HANOVER IS $30,908 WHICH MEANS THAT THE LIBRARY COSTS EACH TAXPAYER $7.38 THE LIBRARY’S BUDGET $988,333 TOTAL BUDGET $705,800 IS COMPENSATION AND BENEFITS 71% OF BUDGET DOES NOT GO TO BOOKS OR SUPPORT  WHAT DO WE DO? ADDRESS THE MAJORITY OF THE BUDGET WHICH RESULTS IN: LESS EMPLOYEES LESS SERVICES  WHAT DO WE DO? EQUALIZE COST PER RESIDENT ACROSS SERVICE AREA WHICH ADDRESSES/REDUCES THE STRUCTURAL DEFICIT AND THE HANOVER SUBSIDY  WHAT DO WE DO? DECLINE TO ACCEPT THE STATE SUBSIDY WHICH: WILL RESULT IN FREEDOM TO MANAGE THE LIBRARY MORE EFFECTIVELY WITHOUT STATE OVERSIGHT WHICH WOULD, IN TURN, INCENT OTHER MUNICIPALITIES TO MORE FULLY PARTICIPATE  WHAT DO WE DO? RETURN THE SITE OF THE LIBRARY TO THE TRUST AND RELOCATE TO A SMALLER, MORE COST-EFFECTIVE SPACE WHAT DO WE DO? INCREASE REVENUES: SUBLET SPACE JOIN YCL INCREASED FUNDRAISING SPIN OUT AS A NON-PROFIT FEES FOR PROGRAMMING/SERVICES INCREASE TRUST CONTRIBUTIONS  THE BOROUGH’S ASK FORM A STAND ALONE NON-PROFIT/JOIN YCL BY JANUARY 2027 FIND A MORE EQUITABLE TRUST FUNDING FORMULA EQUALIZE FUNDING FROM SERVICE AREA MUNICIPALITIES  WHAT WOULD THE BOROUGH DO? THE BOROUGH WILL CONTINUE TO PAY FOR THE CAPITAL EXPENDITURES THE BOROUGH WILL WORK TO FIND AN EQUITABLE RENT THE BOROUGH WILL CONTINUE TO MAINTAIN THE PREMISES EXCEPT FOR CAPITAL EXPENDITURES THE BOROUGH WILL PROVIDE LEGAL SUPPORT FOR REFORM OF THE TRUST AND A NEW OPERATING AGREEMENT  WHAT IF IT ALL GOES WRONG? IN 2024, THE BOROUGH WILL DECLINE STATE SUBSIDY AND THE MANNER IN WHICH LIBRARY SERVICES WILL/MAY CHANGE IF THE PARTIES CAN COME TO AN AGREEMENT FOR A 2027 CONVERSION, THEN THE BOROUGH MAY CONTINUE TO PARTICIPATE WITH THE STATE THANK YOU!  December 26, 2023 LEASE THIS LEASE, MADE this ___ day of ______________________, 2023, BY AND BETWEEN HANOVER BOROUGH (herein called "Landlord"), having a business address at 44 Frederick St, Hanover, PA 17331, Pennsylvania AND THE HANOVER AREA HISTORICAL SOCIETY, a Pennsylvania non-profit organization, having its address at 21 Baltimore Street, Hanover, Pa 17331 (herein called "Tenant"). WITNESSETH: WHEREAS, Landlord is the owner of certain real property and improvements located at 2 Library Pl, Hanover, PA 17331, York County, Pennsylvania (“the Hanover Public Library” or "Property"); and WHEREAS, Landlord desires to lease a certain portion of the Property to Tenant, being more particularly described at Article 5 and Exhibit “A” attached hereto and made part hereof (“Leased Premises”), and Tenant desires to lease the Leased Premises from Landlord, all in accordance with the terms and conditions of this Lease. NOW THEREFORE, in consideration of the foregoing recitals, incorporated herein by reference, and in consideration of the mutual promises and undertakings of the parties as set forth herein, and for other good and valuable consideration, receipt whereof each to the other is hereby acknowledged, the parties do covenant and agree as follows: ARTICLE I: AGREEMENT TO LEASE Section 1.1 Landlord hereby demises and leases to Tenant, and Tenant hereby accepts and leases from Landlord, the Leased Premises; TO HAVE AND TO HOLD the Leased Premises unto Tenant, subject nevertheless, to the following covenants and conditions which Landlord and Tenant, respectively, covenant and agree to keep and perform. The Leased Premises shall include the right to all sidewalks, alleyways, paved areas, parking rights, and all other appurtenances and amenities of the Leased Premises and the land and building of which the Leased Premises are a part. Section 1.2 Landlord covenants and agrees that Tenant shall have peaceable and quiet enjoyment and possession of the Leased Premises during the term of this Lease and any renewals thereof without any manner of hindrance from the Landlord or any other person or cause, subject to the terms and conditions herein set forth. Landlord further warrants that it has full right and  December 26, 2023 lawful authority to make this Lease for the term, in the manner and upon the provisions herein contained, without consent or approval of any other party. Section 1.3 Each of the parties hereto, at any time and from time to time at the request of the other party, will execute, acknowledge and deliver to such other party a certificate by the party to whom said request shall be made, certifying: (a) That this Lease is unmodified and in full force and effect; (b) That there exists no condition or event which constitutes a default hereunder or, if any such condition or event exists, specifying the nature and period of existence thereof; (c) Whether or not there are then existing any offsets or defenses against the enforcement of any of the provisions of this Lease and if so, specifying the same; and (d) The date to which rental has been paid. ARTICLE II - Term Section 2.1 The "Term" of this Lease shall commence as of the 1st day of March 2024, and shall expire on the 1st day of March 2029. ARTICLE III - Rentals Section 3.1 Tenant agrees to pay to Landlord at Landlord's address during the Term hereof a net rental of (_$3,624.00) Dollars per month, due and payable on the 1st day of the month (hereinafter called the "Rent"). Rent is calculated as percentage of occupancy of actual expenses incurred for utilities, cleaning, taxes, insurance, and minor maintenance of facilities for the prior completed year. (See attached.) Landlord to provide annual lease amount in September for January renewal. The Landlord shall provide all necessary and relevant financial information to review the Landlord’s determination of the annual lease amount. ARTICLE IV - Utilities, Taxes and Insurance Section 4.1 Landlord shall supply or provide connections for water, electricity, gas, sewage, waste, trash and garbage disposal, telephone and any and all other utility services to the Leased Premises. Cost for same will be included in lease and will not be metered separately. The tenant will provide internet and other cyber connections and shall have the right to upgrade the security system with cameras and alarms at their cost. Landlord will leave existing wiring in place for use of Tenant. In the event that any utility service should be interrupted such that Tenant cannot conduct its business in the Leased Premises in substantially the same manner as prior to such interruption, rent shall equitably abate during the period of such interruption. If such interruption would continue for more than ten (10) business days, Tenant may elect to terminate this Lease without releasing any of Landlord’s liability. Section 4.2 Landlord shall pay all taxes, liens, assessments and other charges on the Leased Premises prior to delinquency. Section 4.3 During the term of this Lease and any extensions and renewals hereof, Tenant shall maintain at its own cost and expense, general public liability insurance against  December 26, 2023 ARTICLE VI - Maintenance; Alterations Section 6.1 Landlord, at its own cost and expense, shall cause the Property and Leased Premises to be maintained in good condition and repair, including the interior, exterior, structural, mechanical (including but not limited to HVAC, elevator, electric, plumbing, and other utility lines) and all other aspects of the Leased Property and Premises other than Tenant's fixtures and equipment. Tenant shall not be required to furnish any service or facilities or to make any repairs or alterations to the Leased Premises, except for repairs required due to Tenant's negligent or deliberate damage thereto, and Landlord hereby assumes the full and sole responsibility of the condition, operation, repair, maintenance and management of the Property and Leased Premises. Notwithstanding the foregoing, Tenant agrees to keep the Leased Premises in clean, neat, and sanitary condition, with exception to ordinary wear and tear, fire or other casualty. Maintenance responsibilities of the Landlord shall include snow and ice removal from all entrances, walkways, and parking areas. Section 6.2 Landlord grants to Tenant the right to make such alterations, changes, and additions to the Leased Premises from time to time at Tenant's expense as Tenant may deem necessary and convenient for Tenant's purposes only with prior written consent of Landlord. ARTICLE VII - Entry of Leased Premises Section 7.1 Tenant shall have free and uninterrupted access to the Leased Premises and driveways, parking areas and other common areas of the Property at all times. Landlord shall maintain parking for Tenant and its employees and business invitees at all times. Tenant will permit Landlord and its authorized agents to enter upon the Leased Premises at reasonable times during business hours for the purpose of inspecting the same and of ascertaining compliance with the terms and conditions hereof. In entering upon the Leased Premises, Landlord will observe prevailing security and safety arrangements and will make such entries so as to cause as little inconvenience, annoyance or disturbance as possible. Landlord is solely responsible to provide and maintain building security including limited electronic passcode entry. ARTICLE VIII - Compliance with Laws, Etc. Section 8.1 Throughout the Term of this Lease, Landlord shall, at its own cost and expense, comply and cause the Property and Leased Premises to comply with all laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments and appropriate department, commissions, boards and officers thereof (including without limitation all requirements of the Americans with Disabilities Act, as amended) and the orders, rules and regulations of the National Board of Fire Underwriters, or any other body hereafter constituted exercising similar functions, whether or not the same require structural repairs or alterations, and irrespective of whether or not foreseeable or whether or not involving a change in governmental policy which may be applicable to the Property, the fixtures and equipment thereon or the use or manner of use of the Property. Without in any way limiting the generality of the foregoing obligation of Landlord, Landlord further agrees to be responsible to  December 26, 2023 furnish capital improvements designed to protect the health and safety of the tenants in the Building, and to comply with all laws or regulations governing public facilities including but not limited to the Americans With Disabilities Act, all at Landlord's sole cost and expense. Section 8.2 Tenant will likewise observe and comply in all material respects with all laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments at any time in force with respect to Tenant’s activities on or about the Leased Premises; and shall observe and comply in all material respects with such rules and regulations as Landlord may establish in good faith, provided they shall apply to all tenants of the Property, and provided further that Landlord and shall use reasonable efforts to apply them uniformly. ARTICLE IX - Default Provisions Section 9.1 If either Landlord or Tenant shall default in carrying out any of their obligations or duties hereunder, the non-defaulting party shall notify the defaulting party in writing of such default, specifying the nature thereof, and in the event of the defaulting party's failure to fully correct such default within thirty (30) days from the date of such notice, the non- defaulting party may thereupon exercise any and all rights and remedies which it deems necessary or advisable for the protection of its interest; provided, however, that if such cure shall reasonably require more than thirty (30) days to accomplish, then such additional time shall be permitted provided that the defaulting party promptly undertakes such cure and correction and continually prosecuted to completion with diligence. In the event of a default by Tenant, Landlord shall use reasonable efforts to mitigate its damages. Section 9.2 In the event that the defaulting party shall fail or neglect or refuse to perform any term or covenant or obligation herein to be performed by such party, the non- defaulting party may, in addition to exercising all other available rights and remedies, elect to perform the term or covenant and to pay such obligation, and the entire cost and expense thereof shall be immediately due and payable by the defaulting party upon demand. In the event of a default by Landlord, Tenant may elect to be reimbursed as aforesaid in one lump sum or may elect to credit such reimbursement against the Rent as and when the same shall fall due without being in default for failure to pay such Rent. Section 9.3 In the event that the Leased Premises shall become inhabitable due to fire or other casualty, or due to failure of Landlord to properly maintain and repair the Property or the Leased Premises, or for any other cause or reason, then and in any such event, and in addition to all other available rights and remedies, Tenant may elect to withhold Rent until the Leased Premises and/or Property have been restored by Landlord to habitable condition, or may elect to repair and restore the Leased Premises to habitable condition and charge the costs thereof to Landlord as set forth above, or may elect to terminate this Lease without releasing any of Landlord’s liability. Section 9.4 The rights and remedies provided herein shall be cumulative and not exclusive, and the non-defaulting party shall not be put to any election of remedies. The rights  December 26, 2023 and remedies provided herein are in addition to and not in derogation of the rights and remedies otherwise available to the non-defaulting party by law or in equity or otherwise. ARTICLE X - Termination; Surrender; Holding Over Section 10.1 At any time during the Lease Term, Tenant may elect to terminate this Lease, effective on the sixtieth (60th) day following written notice to Landlord of Tenant’s intent to terminate. In addition, this lease will automatically be renewed for five (5) additional terms of (5) years each unless Tenant gives written notice (60) days prior to the end of each such lease term. Section 10.2 Upon the expiration or earlier termination of the Lease Term, this Lease shall terminate, and Tenant shall surrender the Leased Premises in broom clean condition. At or before the time for surrender of the Leased Premises to Landlord, Tenant shall have the right to remove all of its property from the Leased Premises, including but not limited to the trade fixtures, equipment and signs owned by Tenant, and Tenant shall repair any material damage caused by the erection or removal of such fixtures, equipment or signs. Section 10.3 In the event that Tenant shall continue to occupy the Leased Premises following the termination of this Lease, then Tenant shall be deemed to have held over, and this Lease shall continue on a month-to-month basis, with Rent payable at the monthly rate in effect at the time of termination, until such tenancy shall be terminated as provided by law. Section 10.4 All representations, warranties, covenants, conditions and agreements of Landlord contained herein which either are expressed as surviving the expiration or termination of this Lease or, by their nature (such as indemnification) are to be performed or observed, in whole or in part, at the time of surrender of the Premises and/or following the termination or expiration of this Lease, shall survive the termination or expiration of this Lease, and Tenant shall have and enjoy all rights and remedies with respect thereto notwithstanding the expiration or termination of this Lease. ARTICLE XI - Notices Section 11.1 Every notice, demand, request, consent, approval or other communication which either party is required or desires to give or communicate upon or to the other party shall be in writing and shall be sent by mailing the same by Registered Mail or Certified Mail, Postage Prepaid, Return Receipt Requested, as follows: If to Landlord: Margaret Lewis 44 Frederick St Hanover, Pa 17331  December 26, 2023 or to such other address or addresses as Landlord shall from time to time and at any time designated by notice to Tenant. If to Tenant: Hanover Area Historical Society P. O. Box 305 Hanover, PA 17331 or to such other address or addresses as Tenant shall from time to time and at any time designate by notice to Landlord. Section 11.2 Every notice, demand, request or other communication sent in the manner aforesaid shall be deemed to have been given, made or communicated, as the case may be, on the third business day after the same has been deposited, registered or certified, properly addressed as aforesaid, postage prepaid, in the United States Mail, except that any notice, demand, request or other communication may be personally delivered and in such event shall be deemed to have been given on the date the same shall have been personally delivered to the party to whom such notice, demand, request or other communication is addressed, or to an officer of such party, if such party is a corporation. ARTICLE XII - Miscellaneous Section 12.1 The captions of the Articles throughout this Lease are convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the terms, conditions, covenants and provisions of this instrument. As used herein, the singular shall include the plural; the use of masculine, feminine or neuter genders shall be deemed to include all genders. The parties acknowledge that they have negotiated this Lease at arm’s length, such that this instrument shall not be construed against the party which caused this instrument to be drafted, merely due to that fact. Section 12.2 It is expressly agreed and understood that all covenants, agreements, provisions and conditions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns and shall run with the land. No modification of this Lease shall be binding unless evidenced by an agreement in writing signed by the parties. Section 12.3 The waiver by either Landlord or Tenant of any breach of any term, covenant or condition of this Lease to be performed by the other shall not be deemed to be a waiver of any subsequent breach of this Lease nor shall any waiver authorize the nonobservance of any other occurrence of the same or of any other covenant or condition thereof, nor shall the payment or performance of a defaulted obligation hereunder be construed as a waiver of any such default. To be effective, a waiver of any such breach or default hereunder must be in writing signed by the party to be charged with such waiver. Section 12.4 This Lease, together with all addendum(s), schedules and Exhibits hereto, by reference herein, contains the entire agreement between the parties hereto. No prior dealings between the parties or custom or usage of trade shall be permitted to contradict, vary, add to or  December 26, 2023 modify the terms, conditions, covenants and provisions hereof. No modifications of or amendment of this Lease shall be binding unless the same shall be in writing and signed by all of the parties hereto. Section 12.5 Landlord and Tenant each represent and warrant to the other that there were no real estate agents or brokers involved with the introduction of the parties or in the negotiation and execution of this Lease. Landlord and Tenant shall each indemnify, defend and hold the other harmless from any claims for commissions, fees or compensation for this Lease transaction by any party claiming to have acted as agent, representative or broker for any of the parties to this Lease. Section 12.6 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Section 12.7 The agreements, terms, covenants and conditions herein shall inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and assigns. Section 12.8 Neither Tenant nor Landlord shall be liable to the other for any losses or damage suffered as a result of any business interruption, loss profits or other consequential damages, whether or not the same result from any negligence, act or omission on the part of Landlord or Tenant as the case may be, provided that the party suffering such damages is compensated for such loss through insurance proceeds. Each of the parties agrees to take such risks, and shall be solely responsible at its own cost, for providing its own business interruption insurance and other insurance in amounts it deems necessary or desirable. Section 12.9 Landlord hereby waives all rights of distraint and other rights it may have to seize, possess and/or sell Tenant’s property as security for payment of rent. Landlord further agrees upon request to execute and deliver a landlord’s waiver in favor of Tenant’s lender or lenders to evidence and effectuate the intent of this section. IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease, intending to be legally bound hereby, the day and year first above written. WITNESS: LANDLORD: ______________________________By: ______________________________________ (Title) (Title) TENANT: By: _______________________________________ (Title) EXHIBIT A 2022 Direct Costs Annual Cost Cleaning and Janitorial Service $ 30,900 Fire and Liability Insurance 16,223 Utilities‐ Garbage, Electric, Gas,Water, Sewer Stormwater 69,541 Building Repairs and Maintenance 53,000 Total Annual Building Maintenance Costs $ 174,314 Monthly Property Renters Size (Sq Ft) Cost Per Sq Ft Annual Cost Cost Lease Based On GML Direct Building Costs ‐ HAHS 6,520 $ 6.67 $ 43,488 $ 3,624 Lease Based On GML Direct Building Costs ‐ Guthrie 19,614 $ 6.67 $ 130,825 $ 10,902  AGREEMENT THIS AGREEMENT is made as of this ___ day of ____________, 2023 by and between the HANOVER BOROUGH (the “Borough”), and the HANOVER AREA HISTORICAL SOCIETY (the “Historical Society”) (collectively, the “Parties”). RECITALS WHEREAS, the Borough owns the building commonly known as the Hanover Public Library, located at Guthrie Memorial Library 2 Library Place Hanover, PA 17331(the “Library”); WHEREAS, the collection of documents and memorabilia known as the Pennsylvania Collection (the “Collection”) is located at the Library; WHEREAS, the Historical Society is better positioned to care for, curate and weed the items contained in the Collection; and WHEREAS, the Parties wish to memorialize the manner in which the Historical Society will care for, curate and weed the items contained in the Collection; NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows: 1. INCORPORATION BY REFERENCE The recitals set forth above are incorporated by reference as a material part of this Agreement. 2. CARE, CUSTODY AND CONTROL OF THE PENNSYLVANIA COLLECTION (a) The Borough intends to convey title and interest to the Historical Society as to all items contained in the Collection. (b) The Historical Society hereby agrees to care for the Collection as well as curate and weed the items contained in the Collection. (c) If the Historical Society determines that items contained in the Collection should be sold or weeded from the Collection, it shall have the authority to do so, so long as a permanent digital record of the item is maintained by the Historical Society. (d) If the Historical Society should cease to operate, all materials contained in the Collection shall be returned to the Borough for placement in the Library. (e) If the Historical Society should sell any contents of the Collection, the Historical Society has to give 25% of any proceeds to the HPLA’s endowment fund if the sale is more than $500. (f) The contents of the Collection must remain available to the public by appointment. {L0813326.1} 3. GOVERNING LAW / SUCCESSORS AND ASSIGNS (a) This Agreement shall be governed under the laws of the Commonwealth of Pennsylvania. Any and all disputes arising under this Agreement to which the Parties cannot come to agreement shall be brought in the Court of Common Pleas for York County, Pennsylvania. (b) This Agreement shall bind the Parties, their respective successors and assigns. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. THE BOROUGH OF HANOVER HANOVER AREA HISTORICAL SOCIETY By: By: Name: Name: Title: Title: {L0813326.1}