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HomeMy WebLinkAboutRES 348 Draft 01 2006-2008 ~fV OI N~ ~L~ COUNTY OF HAWAII STATE OF HAWAII h>r'o:'d:'~ RESOLUTION NO. 348 0'7 RESOLUTION AUTHORIZING THE PAXMENT OF FUNDS OF A LATER FISCAL YEAR AND MORE THAN ONE FISCAL YEAR FOR AMULTI-YEAR LEASE OF REAL PROPERTY FOR THE OFFICE OF THE COUNTY CLERK-ELECTIONS DIVISION. WHEREAS, section 10-11 of the County Charter requires that any contract, lease, or other obligation requiring payment of funds from the appropriations of a later fiscal year and more than one fiscal year be approved by resolution; and WHEREAS, the Office of the County Clerk-Elections Division finds that the opening of a satellite Elections Office at the Ali`i Plaza (75-143 Hualalai Road, Kailua Kona) would be beneficial to both the public and the division; and WHEREAS, a satellite Elections Office at the Ali`i Plaza would maximize voter registration year-round and provide an opportunity for candidate filing and absentee voting during election years; and WHEREAS, a satellite Elections Office at the Ali`i Plaza would vastly improve parking availability and other access opportunities that are severely limited by the location of the current site; and WHEREAS, the satellite Elections Office proposed for the Ali`i Plaza would be available to the public for the 2008 Elections; and WHEREAS, there are sufficient funds budgeted in the current fiscal year to cover the anticipated obligations of the county under the lease agreement; and WHEREAS, the County of Hawaii wishes to enter into a five (5) year lease with Ali`i Plaza "B" LLC, for the 700 square feet of professional office space located in Building B of the Ali`i Plaza at 75-143 Hualalai Road, Kailua Kona, Hawaii 96740 (TMK: (3) 7-5-007:027), at an approximate cost of $3,184.00 per month (Initial Monthly Minimum Rent, including Fixed Common Area Maintenance) plus General Excise Tax; and WHEREAS, a copy of the lease is attached to this resolution; now, therefore, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII: 1. That the Mayor is hereby authorized to enter into amulti-year lease agreement for a satellite Elections Office for the Elections Division of the Office of the County Clerk. 2. That sufficient funds be budgeted in future fiscal years to cover the anticipated obligations of the County under the lease agreement; and BE IT FINALLY RESOLVED that a copy of this resolution be transmitted to the Department of Finance and the Office of the County Clerk. Dated at Kona , Hawaii, this 17t~day of October , 2007. INTRODUCED BY: COUNCIL MEMBE UNT OF HAW I`I COUNTY COUNCIL ROLL CALL VOTE County of Hawaii Aves Noss ABS Ex Hilo, Hawaii FORD g HIGA X 1 hereby certify that the foregoing RESOLUTION was by HOFFMANN X the vote indicated to the right hereof adopted by the COUNCIL of the IKEDA County of Hawaii on OCt:Ober 17, 9007 X JACOBSON X NAEOLE X ATTEST: PILAGO X YAGONG X - YOSHIMOTO X ~ 9 0 0 0 _ ~ Reference: C-687/Waived F'C COUN Y CLERK CHAIRMAN & IDING O ICER RESOLUTION NO. 3'48 2 ALTIPLAZA 75-143 Hualalai Road Kailua Kona, HI 96740 LEASE AGREEMENT Tenant: County of Hawaii Building B Suite No. B102 / B103 SUITE B102/B103 LEASE AGREEMENT ALIT PLAZA "B" LLC / COUNTY OF HAWAII ALIT PLAZA LEASE SUMMARY OF LEASE INFORMATION (The terms of the LEASE shall control in the case of conflict.) TENANT: COUNTY OF HAWAII ADDRESS: 25 Aupuni Street Hilo, HI 96720 SPACE NO.: Suite B102 / B103 AREA (APPROX.): Seven hundred square feet (700 sf) USE OF PREMISES: Professional Office Space COMMENCEMENT DATE: October 17, 2007 RENT COMMENCEMENT DATE: October 17, 2007 TERMINATION DATE: October 16, 2012 INITIAL MONTHLY MINIMUM RENT, INCLUDING Three thousand one hundred eighty-four and FIXED COMMON AREA no/100 dollars ($3,184.00), plus Hawaii G.E. tax, MAINTENANCE: per month. PERCENTAGE OF Tenant shall pay a proportionate percentage ELECTRIC EXPENSES: (based upon the square footage of the space it occupies) of the total of all occupied space serviced by the same electrical meter(s) by which tenant's space is serviced. At the time of commencement of this lease, the space occupied by tenant (Suite No. B102 / B103) is serviced by two electric meters (No. 113046 and No. 113047). SECURITY DEPOSIT: Three thousand two hundred thirty-three and no/100 dollars ($3,233.00). SUITE 61021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 2 ALIT PLAZA LEASE AGREEMENT Building B Retail Space THIS LEASE ("Lease") is made as of the day of , 2007 by and between ALIT PLAZA "B" LLC, a Hawaii limited liability company, whose principal place of business is in Kailua-Kona, Hawaii, and whose address is 75-143 Hualalai Road, Third Floor, Kailua- Kona, Hawaii 96740 ("Landlord"), and COUNTY OF HAWAII, whose mailing address is 25 Aupuni Street, Hilo, HI 96720 ("Tenant"). SPECIAL LEASE PROVISIONS A. Leased Premises. Approximately seven hundred square feet (700sf), more or less, in Building B, (hereinafter the "Premises") of ALIT PLAZA located at 75-143 Hualalai Road, Kailua- Kona, Hawaii 96740, Tax Map Key (3) 7-5-007:027 (and the improvements thereon shall hereafter collectively be called the "Property"), situate in the District of North Kona, County and State of Hawaii, as shown outlined on Exhibit A attached hereto and more particularly described in Paragraph 1 of the Standard Terms and Provisions. Tenant acknowledges that the square footage of the Premises as set forth in these Special Lease Provisions is merely an approximation of the actual area of the Premises. The exterior walls and the area above and beneath the Leased Premises aze not Leased hereunder, and the use thereof, together with the right to install, maintain, use, and repair and replace pipes, ducts, conduits, wires, tunnels, sewers, and structural elements leading through the Leased Premises in locations which will not materially interfere with the Tenant's use thereof and serving other parts of Ali'i Plaza, are hereby reserved to Landlord. B. Term. Unless sooner terminated as provided herein, or extended as provided in the Option Addendum, if any, attached hereto, the term of this Lease shall be for sixty (60) months commencing on the 17`h day of October 2007 and ending on the 16th day of October 2012. C. Rent and Other Char¢es. 1. Monthly Minimum Rent: a. During the term hereof, beginning on the Rent Commencement Date, Tenant covenants to pay Landlord, without prior notice or demand therefore, and without diminutions, reductions or set-offs whatsoever, the Monthly Minimum Rent, plus applicable G.E. Tax, in advance. b. The Initial Monthly Minimum Rent, payable in equal monthly installments, for the first 12-month period shall be Three thousand one hundred eighty-four and no/100 dollars ($3,184.00), plus Hawaii G.E. Tax. The Monthly Minimum Rent for the month in which the Rent Commencement Date occurs shall be prorated on a daily basis of One hundred two and 70/100 dollars ($102.70), plus G.E. tax, per day. SUITE B1021 B703 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 3 c. At the end of the first lease year and at the end of each successive lease yeaz thereafrer during the Lease Term, the Monthly Minimum Rent herein provided shall be adjusted as follows: 11/1/08-10/31/09 $2,793.00/month 11/1/09-10/31/10 $2,932.00/month 11/1/10-10/31/11 $3,080.00/month 11/1/11-10/16/12 $3,233.00/month d. In addition, the minimum monthly rent shall be increased to reflect any increases in real property taxes. The increase in the minimum rent will be the proportion of the total square footage leased premises to the total square footage of the building, times the increases in real property taxes. Provided, however, Tenant may obtain an exemption from Real Property Tax under Hawaii Revised Statutes Section 246-36(2) and section 19-84(2), Hawaii County Code 1983 (2005 edition), and upon granting of the exemption, Tenant's real property tax liability will be reduced by the Tenant's pro rata share. 2. Tax on Payments: Tenant shall pay Landlord on the Monthly Minimum Rent, and other payments to Landlord under this Lease for Landlord's general excise tax, as additional amount (presently 4.167%), as provided in Paragraph 7.a of the Standard Terms and Provisions. D. Tenant's Permitted Use; Name. Tenant shall use the Premises for Professional Office Space and no other purpose as provided in Paragraph 10.a of the Standazd Terms and Provisions. Tenant's business in the Premises shall be operated under the name Elections Division, County of Hawaii or such other name as Landlord and Tenant may agree in writing. E. Leasehold Improvements 1. Tenant's Construction Obligation. The Tenant's construction obligation with respect to the Premises, if any, shall be as set forth in Pazagraph l.b of the Standard Terms and Provisions and more particularly described in Exhibits C and D (if any) attached hereto. 2. Landlord's Construction Obli ag tion. The Landlord's construction obligation with respect to the Premises, if any, shall be as set forth in Paragraph l.c of the Standard Terms and Provisions and more particularly described in Exhibit E (if any) attached hereto. F. Tenant Parkin>z. Subject at all times to Pazagraphs 2 and 12 of the Standard Terms and Provisions, Tenant shall have the right to use any of the parking spaces assigned by Landlord within the Property for customer parking; Tenant's employees shall only park in those areas designated for "EMPLOYEE PARKING" on Exhibit A attached hereto. G. Security Deposit. Tenant shall deposit with Landlord the amount of Three thousand two hundred thirty-three and no/100 dollars ($3,233.00) to be held by Landlord as a security deposit SUITE 8102 1 67 03 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 4 as provided in Pazagraph 8 of the Standazd Terms and Provisions. H. Assi¢nment and Sublettin¢. Tenant may not assign, sublet or mortgage the Premises without Landlord's prior written consent as more pazticulazly described in Pazagraph 19 ofthe Standazd Terms and Provisions, subject in every case, however, to the Landlord's right to adjust the Monthly Minimum Rent as provided for in Paragraph 18.b of the Standard Terms and Provisions. I. Payments. Tenant shall make all payments of Monthly Minimum Rent and other payments required under this Lease to: ALIT PLAZA A, LLC, 75-143 Hualalai Road, Suite 302, Kailua-Kona, Hawaii 96740, or such other address as Landlord may, from time to time, designate to Tenant in writing. J. Entire A¢reement; Amendment. This Lease, which consists of these Special Lease Provisions, the attached Standazd Terms and Provisions, and the attached Addendum and Exhibits (check as applicable): OPTION ADDENDUM; (X) EXHIBIT A Plot Plan of Tenant Space; EXHIBIT C Construction Specifications; EXHIBIT D Tenant's Improvements; (X) EXHIBIT E Landlord's Improvements; contains the entire understanding among the parties and supersedes any prior or contemporaneous understandings or agreements between them respecting the matters set forth herein. Any amendment of this Lease shall be as provided in Paragraph 34 of the Standard Terms and Provisions. By their signatures below, Landlord and Tenant acknowledge that they have read, understand and accept all of the terms, covenants, conditions, agreements and provisions contained in this lease, including these Special Lease Provisions, the attached Standard Terms and Provisions and the above indicated Addendums and Exhibits. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date and year first above written. ALIT PLAZA "B", LLC, a Hawaii Limited Liability Company BY: ALI GHALAMFARSA, Managing Member STATE OF HAWAII ) SUITE B1021 6103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 5 ss: COUNTY OF HAWAII ) On this day of October, 2007, before me personally appeared ALI GHALAMFARSA, ALIT PLAZA "B", LLC, a Hawaii Limited Liability Company, Its Managing Member, to me personally known, who being by me duly sworn or affirmed, did say the such person executed the foregoing Instrument as the free act and deed of such person, and if applicable, in the capacity shown, having been duly authorized to execute such instrument in such capacity. Signature of Notary Notary Name: My Commission Expires: COUNTY OF HAWAII By: Its RECOMMEND APPROVAL: PETE HOFFMAN Chair, Hawaii County Council APPROVED AS TO FORM AND LEGALITY: LINCOLN S. T. ASHIDA Corporation Counsel SUITE 81021 8103 LEASE AGREEMENT ALI'1 PLAZA "B", LLC I COUNTY OF HAWAII 6 ALIT PLAZA STANDARD TERMS AND PROVISIONS Tenant: County of Hawaii Suite No. B102 / B103 1. Premises. a. Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, upon the terms and provisions set forth herein and in the attached Special Lease Provisions, Addendums and Exhibits, as applicable, those certain premises on the Property described in the attached Special Lease Provisions and shown outlined on Exhibit A attached hereto. The premises so leased are herein called the "Premises". (i) Tenant acknowledges that the square footage of the Premises set forth in the attached Special Lease Provisions is merely an approximation of the actual azea of the Premises. The actual square footage of the Premises, if it differs from the estimate, shall in no way affect any rights or duties under this Lease, including the percentage allotted to Tenant for payment of common azea property expenses and utility charges. (ii) Notwithstanding any other term or provision ofthis Lease, the Premises shall not be deemed to include any azea designated as a Common Area by the Landlord at the time of this Lease or hereafter, which azeas shall be subject to the exclusive control and management of Landlord as herein provided. Notwithstanding the designation of any area as a Common Area, however, Tenant shall have the right, upon the prior consent and approval of Landlord, to enter and use such azea for the installation, repair and maintenance of electrical, plumbing, telephone and other utility services and facilities, subject, however, at all times to the control, direction and power of Landlord (a) to enter such azea, (b) to install utility lines, sprinkler equipment, air conditioning facilities, conduits, connections, installations and other facilities therein, (c) to change, modify, amend, add to or remove any improvements or other facilities therein, and (d) to perform installations, connections, repairs, replacements and other maintenance therein and thereon. (iii) The term "Premises" wherever it appears herein includes and shall be deemed to include (except where such meaning would be cleazly repugnant to the context) the Space(s) described in the attached Special Lease Provisions and the improvements now or at any time hereinafter comprising or built in the Space(s) hereby leased. b. Tenant's Work. All work which is to be performed by Tenant in the Premises pursuant to this Lease, if any, shall be performed only in accordance with plans and specifications previously approved by Landlord in writing, using a contractor licensed in the State of Hawaii. Tenant shall commence construction of Tenant's work in accordance with such approved plans and specifications within ten (10) days after issuance of permits (if required) or within ten (10) days after the Commencement Date, whichever occurs later. If Tenant shall have access to or enter the Premises prior to the Commencement Date to perform Tenant's work, all terms, covenants and conditions of this Lease to be observed or performed by Tenant shall apply to Tenant from and after the date of such early occupancy. Notwithstanding any other provision ofthis Lease, Tenant shall pay as additional rent all SUITE 810218103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 7 amounts due to Landlord within ten (10) days of demand by Landlord for any cost incurred or work or services performed by Landlord for Tenant at Tenant's request or with Tenant's consent. c. Landlord's Work. Landlord shall complete all work required to be performed by Landlord in the Premises, if any, prior to Tenant's occupancy. All work to be performed in the Premises by Landlord at Tenant's request pursuant to this Lease as described in the attached Exhibit E shall be performed using a contractor licensed in the State of Hawaii. d. Acceatance of Premises. Tenant agrees that (i) neither Landlord nor any employee, representative or agent of Landlord, has made any representations concerning the suitability of the Premises for the conduct of Tenant's business nor has there been any other representations covering the physical condition of the Premises; (ii) Tenant's acceptance of the Premises evidenced by Tenant's entry and the possession thereof shall constitute unqualified proof that the Premises are, as of the date of commencement of Tenant's occupancy thereof, in a tenantable and good condition, (iii) Tenant shall be deemed to have waived any patent or latent defect in the Premises; (iv) Tenant will take good care thereof; and (v) Tenant shall not make any repairs at Landlord's expense except as Landlord and Tenant have by this Lease made specific provisions for such repairs. e. Quiet Possession. Upon payment by Tenant of the rent and other charges provided for herein and upon the observance and performance by Tenant of the terms and conditions herein contained, Tenant shall peaceably and quietly hold and enjoy the Premises for the term hereby leased without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, except as otherwise provided herein. 2. Common Areas. In addition to the Premises, Tenant shall, as an appurtenance thereto and subject to Landlord's exclusive control set forth in Paragraph 2.a, have full right of access to said Premises over and across the common entrances, sidewalks, halls, corridors, driveways, service areas, parking areas and stairways on the Property (the "Common Areas"). The Common Areas shall also include those portions of the Property, if any, which Landlord shall, from time to time hereafter, designate as, or improve for, use by or for the benefit of Tenant in common with authorized users, including, without limitation, parking areas, service areas, driveways, stairways, ramps, sidewalks, landscaped areas, exterior or interior walks, comfort rooms, drinking fountains and/or other public facilities, but excluding any portion of the Property designated by the Landlord for non-common use. It is understood and agreed that the Common Areas shall not, in any case, be deemed to be a portion of or included in the Premises leased hereunder. a. Exclusive Control. All Common Areas shall at all times be subject to the exclusive control and management of Landlord, and shall be subject to such rules and regulations as Landlord may adopt and promulgate from time to time. Tenant, its employees, agents, customers, invitees and licensees shall not have the right to use any of the Common Areas except as permitted by Landlord. Tenant, its employees, agents and sub-lessees shall not solicit business, advertise or distribute handbills in any Common Areas without Landlord's prior consent, and Tenant will not use the Common Areas in such a way as to impede or interfere with the operation of the Property, or with Landlord or any Tenant SUITE B10218103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 8 therein or thereon. b. Chances in Common Areas. Landlord shall have the right, in its sole discretion, to increase or reduce the Common Areas, to rearrange the parking spaces and improvements in the Common Areas and to make any other changes therein from time to time. Landlord shall also have the right to change the access to the Premises. Landlord may also, in its sole discretion, designate certain access corridors and passageways for deliveries. Tenant shall cause its employees, agents, sub-lessees, and suppliers to use such corridors and passageways in the delivery of merchandise to and from the Premises, during the hours designated by Landlord. Landlord shall have the right, from time to time, to change the area, level, location, and arrangement of all Common Areas; to close temporarily all or any portion of the Common Areas to such extent as may, in the opinion of Landlord's counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; and to do and perform such other acts in and to the Common Areas and improvements thereon as, in the use of good business judgment, Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and customers. There shall be no reduction of Tenant's Monthly Rent, or any other charges hereunder for any change to the Common Areas. c. Pazkine. Landlord reserves the right to prohibit Tenant's employees from pazking on the Property, and in no event shall Tenant or any of Tenant's employees park in any pazking stalls reserved for use by customers of the Property or reserved for limited periods of time. Employees of Tenant shall park only in those areas of the Property designated as "Employee Pazking", subject to revision at Landlord's discretion. Nothing herein shall be deemed to impose any liability on Landlord for any damage to motor vehicles of customers or employees or for loss of property from within such motor vehicles, unless caused by the willful act or minimum negligence of Landlord, its agents, servants or employees. Landlord shall have the right to promulgate rules and regulations to regulate and control tenant parking on the Property as provided in Paragraph 12 of these Standard Tenns and Provisions. 3. Term; Tenant Occuaancv. a. Lease Term /Confirmation of Commencement Date. The term of this Lease shall commence and terminate on the dates stated in the attached Special Lease Provisions. b. Tenant Occupancy. Tenant shall have access to the Premises on the date the Landlord has completed all of the Landlord's work in the Premises as described in Exhibit E, if any, attached hereto and any separate contract between the Landlord and Tenant for such work (the "Delivery Date"). c. Non-Delivery. If Landlord for any reason cannot complete Tenant's improvements in the Premises, if any, on or before the sixtieth (60`h) day following the date this Lease is executed by both Landlord and Tenant, this Lease shall not be void or voidable, and Landlord shall not be liable to Tenant for any loss or damage resulting from Landlord's failure to deliver occupancy to Tenant. However, during such period of non-delivery, the rent under this Lease shall be abated until Landlord offers to deliver occupancy of the Premises to Tenant. If Tenant, with the consent of the Landlord, takes occupancy of all or part of the Premises prior to the sixtieth (60~') day following the date this Lease is SUITE 81021 B103 LEASE AGREEMENT ALrI PLAZA "B", LLC I COUNTY OF HAWAII 9 executed by both Landlord and Tenant, said occupancy by Tenant shall be subject to all ofthe terms and conditions hereof, and Tenant shall pay Monthly Rent commencing as ofthe Rent Commencement Date at the monthly rate prescribed herein for the first month of the term, unless otherwise agreed by Landlord and Tenant. If the work required to be performed by Landlord within the Premises depends wholly or partly on work to be performed by Tenant, then the Premises shall be deemed ready for occupancy on the date they would have been ready for occupancy if Tenant had performed its work in a diligent and timely manner and in accordance with the schedule for the performance of that work proposed by Tenant and approved by Landlord. d. Payment of Rent. Except as provided in Paragraph 3.c above, Monthly Rent, and other charges under this Lease shall be due and payable as of the Rent Commencement Date. Tenant shall make the first Monthly Rent payment on or before such date, which shall be accompanied by any other payments due from Tenant to Landlord under this Lease. If the date as of which the rent is to commence is a date other than the first day of the month, the payments due under this Paragraph 3.d shall be prorated accordingly. e. Extension. Except as may otherwise be provided herein, Landlord shall have no obligation to extend or renew this Lease upon its termination or upon such termination to give another lease to Tenant covering the Premises, and upon termination Landlord may lease the Premises to others to operate therein a business the same as or different from that operated by Tenant. 4. Surrender and Holdin¢ Over. a. Surrender Upon Termination. Upon the termination ofthis Lease, Tenant shall surrender the Premises in the same condition of cleanliness, repair and sightliness as the Premises were upon Tenant's commencement of business under this Lease. Tenant shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent and shall inform Landlord about all combinations on locks, safes and vaults, if any, in the Premises. On such day, unless Landlord shall, in its sole discretion, require the removal thereof, all alterations, additions, improvements, all hard surface bonded or adhesively affixed flooring, and all fixtures in the Premises and installed in the Common Areas by Tenant shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof, without disturbance, molestation or injury, and without credit to Tenant, its sub-lessees, concessionaires or licensees. On or before the last day of the term or the sooner termination hereof, Tenant, if not then in default, shall remove all trade fixtures, operating equipment and other personal property of Tenant and, if required by Landlord, remove all alterations, additions, improvements, flooring and other fixtures, from the Premises and Common Areas and repair any damage occasioned by any such removal. If Landlord is required to repair any damage caused to the Premises or Common Areas by such removal, Tenant shall repay Landlord for the cost of the same. Property not so removed shall be deemed abandoned by Tenant. Ifthe Premises are not surrendered at such time, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including without limitation, any claims made by any succeeding tenant based on such delay, and/or Landlord's lost rental income. Tenant's obligation to observe or perform this covenant shall survive the termination ofthis Lease. SUITE 67 02 1 6103 LEASE AGREEMENT ALIT PLAZA "B", LLC /COUNTY OF HAWAII l0 b. Liquidated Damages. If Tenant shall, at the termination of this Lease, fail to yield possession to Landlord, Landlord shall require Tenant to pay and Tenant shall pay, as liquidated damages, for each day possession is withheld, an amount equal to double the amount of the daily Monthly Base Rent computed on the basis of a thirty (30)-day month, together with any other payments required under this Lease. Tenant and Landlord agree that damages for Tenant's retaining possession would be difficult to ascertain. Landlord and Tenant agree that the liquidated damages set forth is a fair and equitable estimation of such damages. c. Holding Over. Any holding over after the termination of this Lease, with the consent of Landlord, shall be construed to be a tenancy from month to month at a Monthly Rent specified by Landlord in writing and on the terms and conditions specified in this Lease, so far as applicable. 5. Monthly Rent. For each and every calendaz month during the term of this Lease, commencing on the Commencement Date, or such other date as provided in Paragraph 3.6 above, Tenant shall pay to Landlord, without notice, on or before the first (1 s`) day of each month, in advance, at Landlord's address, the Monthly Rent as set forth in the attached Special Lease Provisions. If the beginning date for the payment of Monthly Rent is not on the first (1 s`) day of the month, the Monthly Rent for the first fractional month shall be paid pro-rata, together with the first full month's Monthly Rent. 6. Utility Expenses. a. Tenant's Percentage of Utility Expenses. In addition to the Monthly Rent, Tenant shall also pay a percentage shaze of all electrical and rubbish collection expenses. Said percentage shall be based upon the square footage of the space it occupies in relation to the total of all occupied space serviced by a common meter. Tenant shall have no right to withhold, deduct or offset any amount from the additional rent even if the actual square footage of the Premises is less than the square footage of the Premises set forth in the attached Special Lease Provisions. Tenant shall also pay actual utility chazges separately billed or metered to Tenant (see Paragraphs 14b. below). b. Payment of Tenant's Percentage of Utility Expenses. Tenant shall pay its proportionate shaze of Utility Expenses within ten (10) days of Landlord's presentation to Tenant of a statement for such expenses. (Tenant shall, during the teen of this Lease, pay for, prior to delinquency, all telephone, water and other utility services, and all other materials and services, (i) separately metered, furnished or delivered to, or used in, the Premises, and (ii) which may be fuurnished to or used in, on, or about the Premises and not expressly required to be paid for by Landlord hereunder, whether as a Property maintenance and operating expenses or otherwise.) 7. General Excise/Conveyance Taxes. a. Landlord's General Excise Tax. In addition to Monthly Rent, and any other fees or charges herein provided, Tenant shall also pay over and reimburse Landlord, on each rental payment date during the term hereof, an amount equal to that portion of the State of Hawaii General Excise assessed to Landlord and attributable to the rent and other payments made by or on behalf of Tenant under the teens of this Lease, and Tenant shall also pay all and any increases in said taxes from time to SUITE 810216103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII ]1 time and any and all other taxes or duties levied or assessed by the United States, the State of Hawaii, the County of Hawaii, or any other political subdivision of the State of Hawaii now or hereafter having power to levy taxes or duties which are attributable to the rent or other payments made by or on behalf of Tenant under the terms of this Lease. It is the intent of this provision and of the other provisions of this Lease to insure that the rent herein provided to be paid to Landlord by Tenant will be received by Landlord without diminution by any tax, assessment, charge or levy of any nature whatever, except United States and State of Hawaii net income taxes, and the terms and conditions of this Lease shall be liberally construed to effect such purpose. b. Conveyance Tax. Any conveyance tax imposed pursuant to Chapter 247, Hawaii Revised Statutes, or any rules and regulations promulgated thereto, shall be payable by Tenant. Landlord shall advise Tenant of the amount of said tax and said tax shall be due and payable at the time of execution of this Lease. Further, Tenant shall be responsible for and shall pay before delinquency, all municipal, state or county taxes assessed during the term of this Lease against it by reason of the conduct of its business in the Premises or with respect to personal property of any kind, owned by or placed in, upon or about the Premises by and/or at the expense of Tenant. 8. Security Deposit. a. Amount of Deposit. Tenant, contemporaneously with the execution of this Lease, shall deposit with Landlord the security deposit set forth in the attached Special Lease Provisions. The security deposit shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term of this Lease. b. Use and Return of Deposit. If Tenant fails to keep and perform any of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, including the payment of rent or any other sum to Landlord, then Landlord, at its option, may appropriate and apply the entire deposit, or so much of the deposit as may be necessary, to compensate Landlord for any overdue rent or other sum, or any loss or damage sustained or suffered by Landlord due to such breach by Tenant. Should the entire deposit, or any portion thereof, be so appropriated and applied by Landlord for the payment of losses, damages, overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord a sufficient amount to restore the security deposit to the sum required under this Lease. Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. If Tenant complies with all of such terms, covenants, and conditions and promptly pays all of the rent and all other sums payable by Tenant to Landlord under this Lease as they fall due, then the security deposit shall be returned, without interest, to Tenant within thirty (30) days of the termination of this Lease. c. Transfer of Deposit. Landlord may transfer and/or deliver the security deposit, as such, to the purchaser of the property in the event of sale, and thereupon Landlord shall be discharged from any further liability to Tenant in reference thereto. SUITE B1021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 12 9. Insurance -Tenant as self-insured entity. a. Public Liability and Property Damage. Landlord and Tenant acknowledge and agree that Tenant is aself-insured political subdivision of the State of Hawaii, and as such, shall not be required to obtain or maintain any insurance policy whatsoever. b. Indemnity. Tenant, subject to the laws ofthe State and County ofHawai'i, and subject to all appropriations duly made as required by law, will and does hereby assume all risk of bodily injury, wrongful death and/or property damage occasioned by any accident or nuisance made or suffered in the Demised Premises or resulting from any failure on the part of Tenant to maintain the Demised Premises in a safe condition. c. Assumption of Risk. Tenant, as a material part of the consideration to Landlord for this Agreement, will and hereby does assume all risk of loss or damage to furniture, fixtures, supplies, merchandise, and other property, by whomsoever owned, stored or placed in, upon or about the Demised Premises, and does hereby agree that Landlord will not be responsible for loss or damage to any such property. d. Tenant's Liability for Increased Cost of Property Insurance. If Tenant shall do, fail to do or permit to be done anything which shall increase the cost of the insurance to be acquired by Landlord on the Premises, or the building of which they are a part, or the Common Areas or the Property, Tenant shall pay, as additional rent, the amount of such increases attributable to such act or omissions or operations of Tenant. 10. Use of Premises. a. Specific Use/Continuous Operations. The Premises may be used and occupied only for the purpose of carrying on the business described in the attached Special Lease Provisions and for no other purpose or purposes. Tenant shall not permit any business to be operated in or from the Premises by any concessionaire or licensee without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole and absolute discretion. Tenant acknowledges and agrees that Tenant's observance and performance of its obligations and agreements under this Paragraph 10.a is a substantial and material element of this Lease and in the event Tenant shall fail to so observe and perform its obligations and agreements under this Paragraph 10.a, Landlord may suffer substantial and irreparable injury and damage on account of Landlord's undertaking with other tenants within ALTI PLAZA or other persons under the Declaration described in Paragraph l l .e below. All operations by Tenant in the conduct of its business shall be performed within the demised Premises and in no other areas of the Property without the written consent of Landlord. Tenant shall continuously use the Premises for the uses specified in this Pazagraph IO.a and shall continuously operate the Premises during all usual business hours and on all such days as comparable businesses in the area of a like nature are open for business except when such operations are prevented by a cause not the fault of Tenant. If the Premises are destroyed or partially condemned and this Lease remains in full force and effect, Tenant shall continue operation of its business at the Premises to the extent reasonably practical from the standpoint of good business judgment during any period of reconstruction. SUITE 610216103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 13 b. Generallv. Tenant shall not permit the Premises to be used for any improper, offensive, or unlawful purpose or for any purpose that will increase the existing rate of insurance on the Property. Tenant will, at Tenant's sole cost and expense, keep the Premises in a strictly clean, safe, neat and sanitary condition. Tenant recognizes and acknowledges that the appeazance of the Premises are of considerable importance to Landlord and agrees to maintain the Premises with particulaz attention being paid to their orderliness, cleanliness, and quality. Tenant shall not be allowed to use the name of Landlord, the Property or ALIT PLAZA or words to that effect, in connection with any business carried on in the Premises, except as Tenant's address, without the prior written consent of Landlord. c. Compliance with Law. In Tenant's use of the Premises and Property, Tenant shall, at Tenant's sole cost and expense, observe, perform and comply with all laws, statutes, ordinances, rules and regulations of the health and other government authorities applicable to the Premises and the Property, including, but not limited to, the removal, alteration and refurbishing requirements and standards imposed by The Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101 et. seq and will indemnify Landlord against all actions, suits, damages and claims by whomsoever brought or made by reason of the non-performance ornon-observance of such laws, statutes, ordinances, rules and regulations or of this covenant, such indemnification to include not only the award of any Court, but also Landlord's court costs and attorney's fees d. Si>?na>?e. Without the prior written consent of Landlord, Tenant shall not place or permit to be placed (i) any sign, advertising material or lettering upon the exterior of the Premises or (ii) any sign, advertising material or lettering upon the exterior or interior surface of any door or window within the Premises, or at any point inside the Premises, such that the same may be visible from outside the Premises. Upon request of Landlord, Tenant will immediately remove any sign, advertising material or lettering that Tenant has placed or permitted to be placed in violation of this Paragraph 10.d, and if Tenant fails so to do, Landlord may enter the Premises and remove such sign, advertising material or lettering at Tenant's expense. Provided such signs shall in all respects conform to the specifications, rules and regulations promulgated by Landlord with respect thereto, Tenant shall have the right to install on or in the Premises such signs as desired by Tenant. Tenant's signs shall be installed at Tenant's own risk and expense, and Tenant agrees to maintain said signs in good state of repair and to save Landlord harmless from any loss, cost or damage which may have been caused by the erection, existence, maintenance or removal of such signs. Upon the termination of this Lease, Tenant shall remove all of Tenant's signs at Tenant's own expense and repair all damage resulting from the placement or removal of the signs. Landlord shall have sole authority and discretion with regard to any off-Premises or centralized signs or directories within ALIT PLAZA or the Property, the costs of which shall be considered a Property operating expense. e. Securi .Tenant shall, at its sole cost and expense, be responsible for providing security services for the Premises and Tenant shall take such steps as may reasonably be necessazy to control its employees, agents, customers and others in the Premises so as not to present security problems for any other tenants of the Property or the Property. Landlord shall not be, in any way, responsible for providing any security services within the Premises or for the benefit of Tenant, Tenant's agents, employees or customers. Landlord makes no warranties, either expressed or implied, as to the security SUITE B10218703 LEASE AGREEMENT ALIT PLA2:A "B", LLC I COUNTY OF HAWAII l4 of Premises. £ Refuse Collection. Landlord may, at its sole option, either (1) require a uniform system of refuse collection to be followed by all tenants in ALIT PLAZA, in which case Tenant shall comply with all requirements with respect thereto set by Landlord including the color, size and placement of trash collection bins; or (2) arrange for refuse collection services to be rendered by an independent contractor. If Landlord elects to do either (1) or (2) above, Landlord shall have the further option to assess the cost of such refuse collection to Tenant and bill Tenant separately for an equitable portion, as determined by Landlord in its sole discretion, of such cost as additional rent under this Lease. I1. Use of Property. a. Nuisance. Tenant shall not perform any acts or carry on any practices that may be injurious to the Property or any improvements thereon, or be a nuisance or menace to other tenants of the Property. Tenant shall not commit or suffer to be committed any waste in or upon the Premises or the Property or maintain any public or private nuisance or any other action which may interfere with or disturb the quiet enjoyment of any other tenant of the Property. b. Stora¢e. Tenant shall not maintain, place or store any products, equipment, goods, materials, vehicles, boats, trailers, containers or other items in any Common Areas of the Property, including parking areas, without the specific written consent of Landlord. c. Compliance with Laws. Tenant, Tenant's employees, agents and sublessees shall observe and comply with all rules, regulations, ordinances and/or laws made by the Building Department, the Board of Health and/or any other division of the municipal, county, state or federal governments applicable to any activity or business of Tenant on the Property or use thereof. Tenant shall procure at its sole expense any permits and licenses required for the use of the Premises as permitted herein. d. Si;?ns, Awnines and Audio Systems. Tenant shall not place or suffer to be placed or maintained on any door, wall or window within the interior of the Premises but visible from the exterior of the Premises, or in any of the Common Areas of the Property, any sign, awning or canopy, video or television equipment, or advertising matter, flashing lights or search lights or any other object of any kind, or install any sound system or speakers or other audible advertising which can be heard outside the Premises, without first obtaining the written approval and consent of Landlord, which approval and consent may be withheld by Landlord in its sole discretion for any reason. Tenant shall not, without the prior written consent of Landlord, keep, display or sell any merchandise or any object outside the interior of the Premises, or in any portion of the Common Areas. e. Use of Roof and Exterior. Landlord expressly reserves the exclusive right to the use of the roof and the exterior walls of the Premises and the Property. 12. Rules and Re¢ulations. Landlord shall have the right to promulgate rules and regulations to police, regulate traffic and control parking and Common Area use (including controlled SUITE 81021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 15 access and customer and employee pazking), restrict Tenant advertising and displays within ALIT PLAZA and otherwise regulate and control the Property, and amend the same from time to time, with respect to the use and operation of the Property which shall be binding upon Tenant on notice to Tenant. In enforcing these rules and regulations, Landlord shall have all remedies provided in this Lease for a breach of a term of this Lease, and all other legal and equitable remedies. Landlord shall not be liable to Tenant or any other person for any non-observance ornon-performance of these rules and regulations nor shall Landlord be liable to Tenant or any other person on account of Landlord's enforcement or non- enforcement of these rules and regulations. Landlord shall also have the right to enact and enforce reasonable monetary fines and penalties for any violation of the rules and regulations promulgated by Landlord and Tenant shall be liable to Landlord for such fines and penalties incurred by Tenant or Tenant's employees, contractors or suppliers as additional rent under this Lease. 13. Alterations and Improvements. a. Installations by Tenant. All improvements, fixtures and equipment installed by Tenant in the Premises and any Common Areas shall be new or completely reconditioned and acceptable in all respects to Landlord for use in the Premises and Common Areas. Tenant will not make or cause to be made any alterations or improvements or install or cause to be installed any trade fixtures, exterior signs, interior or exterior lighting, plumbing fixtures, shades, awnings, advertising matter or lettering, including, without limitation, any sign, decoration, advertising matter or lettering which is visible outside of the Premises and any sign, decoration, advertising matter or lettering which is painted on or affixed to any exterior wall, window or door of the Premises, floor covering, colored or tinted glass or make any changes to the Premises or the Common Areas without the prior written consent of Landlord, which consent may be given, withheld or made subject to such conditions as Landlord deems appropriate, all in Landlord's sole and absolute discretion. Tenant shall present to the Landlord plans and specifications for such work at the time consent is sought, and shall comply with all terms and conditions contained in Paragraph l.b, this Paragraph 13 and in Exhibit C attached hereto, if any. Landlord shall require no further payment from Tenant for such consent except the costs, if any, of legal and architectural review of such plans and specifications. In no case shall Tenant make any changes to the exterior of the Premises, including the painting of or the installation of any coverings on such exterior, without Landlord's prior written consent as provided in this Pazagraph 13.a. All installations, alterations or improvements installed in the Premises or any Common Area by Tenant shall remain for the benefit of Landlord and shall not be removed unless otherwise expressly agreed in writing and shall be presumed to become an integral part of the Premises and/or the Property. Notwithstanding the fact that all such alterations and improvements shall become an integral part of the Premises and/or the Property, such alterations and improvements shall not be deemed a rent substitute or any other payment to or for the benefit of Landlord. Tenant shall not install any paintings, murals, sculptures, mosaics or other works of visual art in the Premises that cannot be removed without destroying, damaging or modifying such art without the Landlord's prior consent, which may be withheld for any reason including, without limitation, Tenant's failure to provide Landlord with written waivers under 17 U.S.C. ' 113(d) by the creators of such art of their rights thereto. b. Permits and Payment. Tenant shall obtain all permits, licenses and approvals required for any alterations or improvements in the Premises or any Common Area and promptly pay all SUITE B10218103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 16 contractors and materialmen so as to minimize the possibility of a lien attaching to the Premises or to the Property. Should any such lien be made or filed, Tenant shall bond against or dischazge the same within ten (10) days after written request by Landlord. Prior to commencing any interior construction, or any alterations, remodeling or other construction in the Premises or any Common Area, Tenant shall furnish evidence satisfactory to Landlord that Tenant has obtained all permits, licenses and approvals and is financially able to pay the contractor, and shall furnish a copy of a bond in an amount, in a form and with a surety acceptable to Landlord naming Landlord and Tenant as obligees, and ensuring completion of the proposed work free and clear of liens. c. Americans with Disabilities Act. Notwithstanding any other term, provision, covenantor agreement contained in this Lease, Landlord shall not be under any obligation to Tenant, or any employees or invitee of Tenant, to improve, alter, modify and/or repair any part or portion of the Property or the Premises to bring the same into compliance with any requirement, policy or procedure of The Americans with Disabilities Act of 199O,c~ U. S.C. Section 12101 et. seq., or any rule, regulation or standard promulgated pursuant thereto subsequent to the Landlord's initial improvements to or construction of the Property, the Common Areas and/or the Premises. 14. Utilities. a. Utility Facilities, Landlord shall provide and, except as provided in Pazagraph 14.c below, maintain the mains, conduits and other facilities necessary to supply utility and air conditioning services to the Premises, such provision and maintenance to be a Property maintenance and operating expense. Landlord shall have the right to locate within the Premises and the Common Areas utility mains and other facilities serving other premises and areas within the Property, when such location is dictated by necessities of engineering design, good practice and/or code requirements. Such mains and other facilities shall be located, insofar as is reasonably possible, so as to cause a minimum of interference with Tenant and to be unobtrusive in appearance. If Tenant desires any additional mains, conduits, meters or other facilities for utility and/or air conditioning services beyond those provided by Landlord, Tenant shall pay the cost of any such additional lines, meters or equipment. b. Utility Charges. Tenant shall be responsible for the payment of all rates and charges for electricity, air conditioning, telephone and all other utility services to the Premises that are metered or billed separately to Tenant and for a pro rata share of services metered and billed to Landlord for the benefit of Tenant. Any new meters recording the amount of electricity, water and gas furnished to the Premises shall be installed by Tenant, pursuant to paragraph 14.a, at its expense and shall be subject to Landlord's prior approval and Landlord's decision as to the proper location thereof. At Landlord's option, Tenant will pay either directly to Landlord or to an independent contractor, if so directed by Landlord, all electricity, water, telephone, refuse removal, gas, sewer, other utilities and all other charges incurred by Tenant in connection with its use and enjoyment of the Premises, on or before the dates upon which such utility and other chazges become delinquent. If required by Landlord, Tenant shall, at Tenant's expense, install a check meter for Tenant's utility services. Tenant shall pay its percentage share of all utility services expense, including electric, garbage collection and water. Notwithstanding any other term, provision, covenant or condition of this Lease, Tenant agrees that the utility services provided to the Premises which may be separately billed, but not separately metered, by SUITE 81021 B703 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 17 Landlord will be based upon the estimated standazd use for premises similaz to the Premises located in buildings similar to ALIT PLAZA as determined by Landlord in its sole discretion. In the event Landlord shall determine that because of the nature of Tenant's business, operating hours, fixtures, equipment, personal preferences or any other cause or reason, Tenant's use of any one or more of the utility services supplied to Tenant by Landlord is excessive and beyond the standazd use of such services, then in such event Landlord, at its option, shall have the right to (i) require that Tenant install a separate meter and arrange for direct billing for such utility service from the provider, and/or (ii) assess a surcharge to Tenant for the reasonable cost of such excess usage by Tenant. Any separate bill for surcharges to Tenant as provided in this Paragraph 14.b shall be paid by Tenant within ten (10) days of Tenant's receipt thereof, and any failure by Tenant to pay such bill for surcharges as required in this Paragraph 14.b shall be deemed a material default by Tenant under this Lease and Landlord shall have all of its rights and remedies with respect to such default as provided in Paragraph 21 below. c. Maintenance of Utilities. Tenant shall maintain all utilities, equipment and electrical facilities within the Premises. d. Interrupted Service. Landlord shall use reasonable efforts to maintain electrical, plumbing, and other utility services to and in the Property in good working order. If, however, any of these services shall fail or be interrupted for any reason, Landlord shall not be liable to Tenant or any other person for any damage or injury that may be sustained as a result thereof. 15. Repairs and Maintenance. a. Rye airs by Tenant. Tenant shall at all times keep the Premises (including entrances, all exterior and interior glass and window moldings) and all partitions, doors, fixtures, equipment and appurtenances therein and in the adjacent and overhead Common Areas (including lighting, plumbing and other utility fixtures installed therein by or for the benefit of Tenant, but excluding structural portions of the Premises and the Common Areas) in good order, condition, repair (including reasonably periodic painting of the interior), free from waste and noxious odors. b. Landlord's Right to Cure Tenant's Default. If Tenant refuses or neglects to repair and maintain any part of the Premises or any Common Area, or any fixtures, equipment or other improvements or installations therein or thereon, as required under this Lease to the reasonable satisfaction of Landlord as soon as reasonably possible after written demand, Landlord may perform such repairs or maintenance without liability to Tenant for any loss or damage that may occur to Tenant's property or to Tenant's business, and upon completion thereof, Tenant shall pay Landlord's costs for making such repairs upon a presentation of the bills therefor, as additional rent. c. Renairs, Modifications, etc. by Landlord. Landlord shall keep all structural portions of the Premises and Property in good condition and repair during the term of this Lease. In this connection, structural portions of the Premises shall mean the foundation, columns, girders, supports, load-beazing walls and roof. Notwithstanding anything to the contrary herein, Landlord shall not be required to make any repairs occasioned by the act or negligence of Tenant, its agents, employees, subtenants, licensees and concessionaires. Tenant waives the provisions of any law permitting Tenant SUITE B1021 8103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 18 to make repairs at Landlord's expense. If Landlord is required to make alterations, improvements, additions, modifications and/or repairs to structural or non-structural portions of the Property or the Premises by reason of Tenant's negligent acts or omissions to act, or Tenant's failure to comply with or perform any covenant, condition, term or agreement contained in this Lease, including Tenant's obligation to comply with the requirements and standards of "The Americans with Disabilities Act of 1990", Landlord may add the cost of such alterations, improvements, additions, modifications and/or repairs to the rent which shall thereafter become due, and Tenant shall pay the same as additional rental. 16. DamaEe to or Destruction of Premises or Property. a. Repairs by Landlord. Except as may otherwise be required by the Master Lease or any mortgage on the Property, if (i) the Premises or the Property should be wholly damaged or destroyed during the term of this Lease by any casualty, (ii) during the teen of this Lease, the Property is damaged to an extent of twenty-five percent (25%) or more of the then tax assessed value thereof, whether the Premises are damaged or not, (iii) at any time during the term of this Lease, the Premises are destroyed or damaged to any extent whatsoever as a result of any casualty or event not insured against by Landlord and not required to be insured against by Tenant, or (iv) at any time during the last twelve months of the term of this Lease, the Premises are destroyed or damaged by a casualty such that the estimated cost of repair to Landlord exceeds ten percent of the average Monthly Rent received by Landlord from Tenant, then, in every such case, Landlord may either terminate this Lease or elect to repair or restore said damage or destruction, in which latter event Landlord shall repair and/or rebuild the same as provided for below and the Monthly Rent shall be abated proportionately as provided in Paragraph 16.d. Landlord shall advise Tenant in writing whether it intends to rebuild or repair within ninety (90) days after the casualty. If Landlord elects not to repair or rebuild, this Lease shall terminate without further notice, in which event all further obligations of either party shall cease, effective as of the date Tenant shall cease business in the Premises. If such damage or destruction occurs and this Lease is not so terminated by Landlord, this Lease shall remain in full force and effect, and the parties waive the provisions of any law to the contrary. Landlord's obligation under this Paragraph 16.a shall in no event exceed the scope of the work done by Landlord in the original construction of the Property and the Premises. b. Continuation of Business. Tenant agrees during any period of reconstruction or repair of the Premises and/or of the Property to continue the operation of its business in the Premises to the extent reasonably practicable from the standpoint of good business practice. c. Repairs by Tenant. Tenant shall, in the event of any damage or destruction affecting the Premises, unless this Lease shall be terminated as provided in Paragraph 16.a, promptly replace or fully repair all furniture, improvements, trade fixtures, equipment, and other fixtures originally installed by Tenant. Landlord shall have no interest in the proceeds of any insurance carried by Tenant on Tenant's interest in this Lease, and Tenant shall have no interest in the proceeds of any insurance carried by Landlord on the Premises and/or the Property. d. Abatement of Monthly. Except in those cases where damage or destruction to the Premises shall have been caused by the fault of Tenant, the Monthly Rent shall be abated SUITE B1021 8103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 19 proportionately (i.e., according to the square footage of the Premises damaged or destroyed as against the total square footage of the Premises} during any period during which, by reason of any damage or destruction to the Premises which Landlord is obligated to repair or reconstruct, there is a substantial interference with the operation of the business of Tenant in the Premises, and such abatement shall continue for the period commencing with such destruction or damage and ending with the completion by Landlord of such work or repair and/or reconstruction as Landlord is obligated to do. Nothing in this Paragraph 16 shall be construed to abate or diminish Monthly Rent where interference with the operation of Tenant's business shall have been a result of Tenant's acts, omissions or other fault. 17. Hazardous Materials. a. Compliance. Tenant is expressly required at all times during the term of this Lease to observe and perform the requirements of all "Hazazdous Materials Laws" This term means and includes all federal, state or local laws, ordinances, or regulations, or other requirements, now or hereafter in effect, relating to environmental conditions, industrial hygiene, occupational safety or health, or hazardous materials in, on or under the Premises, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C., Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C., Section 6901 et seq., the Hazazdous Materials Transportation Act, 49 U.S.C., Section 1801 et seq., the Clean Water Act, 33 U.S. C., Section 1251, et seq., the Clean Air Act, 42 U.S.C., Section 7401, et seq., the Toxic Substances Control Act, 15 U.S.C., Sections 2601-2629, the Safe Drinking Water Act, 42 U.S.C., Sections 300f- 300j,Chapters 3426, 342C, 342D, 342H, 342I, 342J, 342E and 342N of the Hawaii Revised Statutes, and any similar federal, state or local laws or ordinances and the regulations or other requirements now or hereafter adopted, published or promulgated pursuant thereto. (i) As used herein, the term "hazazdous material" means and includes any and all radioactive materials, asbestos, polychlorinated biphenyls (PCBs), petroleum, crude oil, or any fraction thereof, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, toxic substances and any and all other substances or materials defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, or toxic substances under, or for the purposes of, the Hazardous Materials Laws. (ii) As used herein, the term Hazazdous Discharge means any event involving the use, deposit, disposal, spill, release or dischazge of any Hazazdous Material in, on or under the Premises. (iii) As used in this Lease, the phrase in the Premises shall mean in, on, within or under the Premises. (iv) If the requirements imposed by any of said laws, ordinances, rules, regulations, covenants, conditions, restrictions or standards shall be inconsistent with each other, Tenant shall comply with the most stringent requirement. b. Maintenance of Records. Tenant shall maintain and make available to Landlord, during reasonable business hours, all records pertaining to Tenant's improvements and alterations and all records required by Hazardous Materials Laws and laws pertaining to underground storage tanks, including, but not limited to, records of the size, type, location, use and monitoring of any such storage tanks placed in the Premises. Any records required to be kept or filed with any governmental authority regarding cessation of use of such storage tanks or the investigation or remediation of any release from SUITE 610218103 LEASE AGREEMENT ALIT PLAZA "B", LLC /COUNTY OF HAWAII 20 such tanks shall also be furnished to Landlord. c. Govemmental Approval Tenant shall, before commencing operation of its business or any construction or alteration of any improvements in the Premises, seek and secure all approvals and permits therefor which may be required from any governmental authority having jurisdiction thereof, including without limitation, requirements regarding land, air and water use, emissions and noise emissions, hazardous waste materials and underground storage tanks from time to time in effect. Where a plan for operation of closure is required, Tenant shall not commence operations or construction until such closure plan has been approved by appropriate governmental authorities and by Landlord, and Tenant has provided evidence satisfactory to Landlord of its ability to fund the estimated cost of implementing such closure plan. All costs of attaining necessary approvals and permits shall be at Tenant's sole cost and expense. Tenant agrees to consult with supervising governmental authorities and to comply with the directions and design requirements of such authorities for the operation of its business and the construction or alteration of any improvements in the Premises. d. Approval by Landlord. Any approval by Landlord of such applications shall be without any wazranty of the adequacy or accuracy of the statements and materials contained therein. Tenant shall provide Landlord with copies of all permits received by Tenant from time to time upon Landlord's written request. e. Tenant "Waste" With respect to these provisions, any noncompliance with applicable governmental enviromnental standazds, regulations, administrative requirements or the requirements of hazazdous material and underground storage tank management shall constitute "waste". Tenant agrees that anything produced or brought onto the Premises which is or becomes a hazardous material shall only be handled, kept, utilized, stored, and disposed of in accordance with all applicable laws. Tenant further agrees, at its sole cost and expense, to dispose of all waste, whether hazardous ornon-hazardous, solid, liquid or gaseous, in accordance with the requirements of all applicable laws. Tenant shall not bum any rubbish, including cuttings, weeds, brush or other waste material from the planting or growing of crops, on the Premises. Tenant shall take all such measures as shall be necessary to preclude the burial or disposal or release on the Premises, by Tenant, or the discharge or disposal or release by Tenant into the sea, surface waters, underlying aquifer or the air, or any other part of the environment, of any hazardous material, whether liquid, gaseous, solid, radioactive or otherwise in contravention of any applicable law. Tenant shall not permit any noise, smoke or vibration to emanate from the Premises that materially interferes with the use and enjoyment of the Premises or the Property. If any hazardous material is buried in the Premises or the Property, or discharged into the sea, surface waters, underlying aquifer or the air, or released into the environment, either intentionally or inadvertently, by Tenant or anyone claiming by or through Tenant, Tenant shall promptly investigate, remediate and remove all such hazazdous material as may remain and so much of any portion of the environment as shall have become contaminated in accordance with all applicable government requirements and replace any removed portion of the environment (such as soil) with uncontaminated material of the same character as existed prior to contamination. f Inspection by Landlord. Upon twenty-four (24) hours advance written notice by SUITE 8102 1 61 03 LEASE AGREEMENT ALI'1 PLAZA "B", LLC I COUNTY OF HAWAII 21 Landlord to Tenant, Tenant will permit Landlord and Landlord's agents at all reasonable times during the term of this Lease to enter the Premises to inspect and examine the same and determine the state of repair and condition thereof, including, without limitation, the right to inspect Tenant's records regazding compliance with all governmental requirements and to make such samplings, corings and other forms of testing as may be reasonably necessary to determine or verify such compliance. Such inspection shall be at Landlord's cost and expense, all without any rebate of rent or liability to Tenant for any loss of occupation or quiet enjoyment of the Premises thereby occasioned. Tenant shall build, maintain and repair at its own expense all structures and remedy all defects required by the provisions of this Lease to be built, maintained, made, remedies, and repaired by Tenant of which notice shall be given by Landlord, Landlord's agent, or any governmental authority, within thirty (30) days after the giving of such notice, or within such shorter period as required by governmental order or other form of directive. g. Indemnity of Landlord. With respect to the obligations of this Pazagraph 18, Tenant shall defend with counsel selected by Landlord, indemnify and save harmless Landlord, and Landlord's officers, directors, employees, agents, successors and assigns, against and from all liabilities, obligations, damages, penalties, claims cross-claims, charges, loss, cost, investigation and remediation expenses, including reasonable attorneys' and consultants' fees, which maybe imposed upon, brought against, or reasonably incurred by Landlord by reason of any cause whatsoever arising out of or in connection with the use, occupancy and enjoyment of the Premises by Tenant or any other person thereon claiming under Tenant, including, without limitation, any harm or contamination resulting therefrom to Landlord, persons claiming under Tenant, other tenants of Landlord, third parties, the aquifer underlying the Premises, the Property, the sea, surface waters, the soil of the Premises and surrounding lands and the air, or any accident, fire or nuisance in the Premises of any other adjacent area not caused by any facilities of others, or any failure by Tenant to keep the Premises and sidewalks in safe condition. h. Remediation. Upon termination of this Lease, Tenant shall remove all improvements, all trade fixtures and underground storage tanks in, on or under the Premises, shall promptly investigate and remediate any release of hazadous materials to the environment caused or reasonably suspected to be caused by such fixtures or tanks, and shall promptly repair to Landlord's satisfaction all damages caused by such removal. All such removals, repairs, investigation and remediation shall be at Tenant's sole cost and expense. Tenant shall also, at Tenant's sole cost and expense, provide Landlord with evidence satisfactory to Landlord that Tenant has fully complied with all authority having jurisdiction over the Premises or any acts or activities of Tenant therein, including, without limitation, full compliance with any closure plan filed or required to be filed with any governmental authority with respect to the removal of all Hazardous Material and underground storage tanks from the Premises. i. Landlord's Right to Cure. If Tenant fails to provide evidence to Landlord of Tenant's compliance with the requirements of Paragraph 18.h above within thirty (30) days after the termination of this Lease, Landlord may effect such full compliance with the requirements of governmental authorities. All costs incurred by Landlord in effecting such compliance shall be at Tenant's expense and Tenant will, within thirty (30) days from Tenant's receipt of demand by Landlord, reimburse SUITE 81021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 22 Landlord for such cost, together with interest at the rate of twelve percent (12%) per annum. Until such full compliance is complete, either by Landlord or Tenant, and all costs therefor have been paid by Tenant or reimbursed by Tenant to Landlord, together with interest thereon, if any, the Premises and this Lease shall not be deemed surrendered and Tenant shall continue to pay rent for the Premises in an amount equal to the rent paid by Tenant during the month preceding termination, prorated for the period of time from termination to surrender. j. No Release of Tenant. Tenant shall not be relieved of its obligations under this Lease until surrender is completed in accordance with these provisions. Final inspection or release of the Premises by any interested governmental agencies and by Landlord shall be a condition precedent to completion of surrender and termination of Tenant's obligations hereunder. Nothing herein shall be deemed to relieve Tenant of any obligation, such as the obligation to indemnify Landlord, which by the specific terms of this Lease survives termination of this Lease. k. No Responsibility by Landlord. Landlord makes no representation, covenant or warranty to Tenant, its successors and assigns, regarding whether or not the Premises or the Property are in full or partial compliance with any federal, state or local environmental statutes, regulations and ordinances or any other environmental requirements in any way relating to or affecting the Premises or storage of hazardous materials. Tenant shall conduct its own environmental audit and due diligence investigations to determine compliance with such laws. Tenant shall indemnify Landlord against, and shall take full responsibility for, the cost of investigation, remediation, testing, removal or enclosure as may be required by any governmental authority with respect to any substance which was released in, on or under the Premises or the Property, whether before or during the period that Tenant holds this Lease. L Notice to Landlord. If Tenant at any time becomes aware of any Hazardous Discharge or of any Hazardous Materials Claim in respect of the Premises or the Property, Tenant will immediately so notify Landlord and provide to Landlord such detailed reports of any such event as may be reasonably requested by Landlord. Landlord shall have the right to join and participate, as a party if it so elects, in any settlements, remedial actions, legal proceedings or actions initiated in respect of any Hazardous Materials Claims. 18. Assignment and Sublettine. a. Restriction on Assignment and Sublettine. Tenant shall not assign or mortgage this Lease, or any interest therein, nor sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, nor suffer any other person (the agents and employees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold. Landlord shall in all cases have the right to determine that any proposed assignee or sub-lessee shall be of sound financial condition and shall use the Premises only for suitable purposes. A consent by Landlord to one assignment, mortgage, subletting, occupation or use by any other person, shall not be deemed to be a consent to any subsequent assignment, mortgage, subletting, occupation or use by another person. Any such assignment or subletting without Landlord's consent shall be void, and shall, at the option of Landlord, terminate this Lease. Except as provided herein, this Lease shall not, nor shall any interest therein, be assignable, as to SUITE B10218103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 23 the interest of Tenant, by operation of law, without the written consent of Landlord, which consent Landlord shall not unreasonably withhold. b. Consent Fee and Rent Adiustment. Landlord shall have the right to impose, as a condition of any consent to any assignment or mortgage of this Lease or a subletting of the Premises, a fee of $500.00 to be paid by Tenant to Landlord for the costs of processing and reviewing the proposed assignment or subletting. Upon any assignment or subletting under this Paragraph 18, Landlord shall have the right, in its sole and absolute discretion, to increase the Monthly Base Rent payable hereunder by an amount equal to fifteen percent (15%) of the then applicable Monthly Base Rent, subject to any increase as provided in the attached Special Lease Provisions. c. Continuing Liability of Tenant. No assignment, mortgage or subletting of Tenant's interest permitted under this Paragraph 18, unless consented to by Landlord, shall in any way release Tenant of any liability, obligation or responsibility under the terms of this Lease. d. Procedure to Sublet or Assign. (i) If Tenant desires Landlord's consent to a sublease, license, concession or assignment of this Lease, or to a change of ownership of Tenant, or the mortgaging or other hypothecating or encumbering of this Lease, Tenant shall give Landlord thirty (30) days' prior written notice thereof, setting forth all of the terms and conditions thereof, together with the name and address ofthe proposed assignee, subtenant, new owner or mortgagee, the nature ofthe business ofthe proposed assignee or subtenant and its proposed use of the Premises and the authorization required under Paragraph 18.d(iii) below. Tenant shall also include with such notice a copy of any proposed documents to effect the proposed transaction and any other information reasonably requested by Landlord. If Tenant notifies Landlord of a proposed sublease, assignment, mortgage, change of ownership or other hypothecation or other transaction, whether or not in connection with a sale of Tenant's business, then at any time within the thirty (30) days period following Tenant's notice to Landlord, Landlord may, by written notice to Tenant, consent to the proposed transaction or withhold consent to the proposed transaction. Landlord's failure to notify Tenant in writing of Landlord's consent within the thirty (30) day period as herein provided shall be deemed a denial of such consent by Landlord. (ii) If Landlord consents to a mortgage, sublease, assignment or other transaction by Tenant as provided in Paragraph 18.d(i) above, Tenant may, within sixty (60) days after Landlord's consent but not later than the expiration of such sixty (60) day period, enter into such mortgage, assignment, sublease or other transaction and any attendant sale of Tenant's business, on the terms and conditions set forth in Tenant's written notice to Landlord. (iii) Tenant, at the time of its request for Landlord's consent, shall furnish Landlord with a written authorization, signed by the proposed assignee, sub-lessee, new owner or other person and notarized, authorizing Landlord to investigate the financial condition, business reputation, credit standing, performance history and other relevant aspects relating to the background, business ability and reliability of the proposed assignee, sub-lessee, new owner or other person. SUITE B1021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC /COUNTY OF HAWAII 24 e. Landlord's Continuing Outions. Landlord's options under this Paragraph 18 shall be continuing ones, i.e., Landlord shall have each of the foregoing options available to it under Pazagraphs 18.a, 18.b, 18.c, and 18.d above, each time that Tenant or any successor-in-interest to Tenant desires to sublet, license or concession the Premises or any part thereof, assign this Lease, change ownership or mortgage or otherwise hypothecate or encumber this Lease. f Assienment by Landlord. If Landlord transfers or assigns its interest in this Lease or in the Property to any person, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor-in-interest of Landlord for performance of such obligations. If any security given by Tenant to secure the performance of Tenant's obligations hereunder is assigned or transferred by Landlord to any such successor-in-interest, then Landlord shall thereby be discharged of any further obligation relating thereto. For the purposes of this Pazagraph 18.£, any holder of a mortgage that affects the Premises or the Property at any time, and any landlord in any Master Lease to which this Lease is subordinate at any time, will be asuccessor-in-interest to Landlord as to the Premises and the Property when it succeeds to the interest of the Landlord or any successor-in-interest, whether by voluntary sale, assignment or transfer or by way of foreclosare or dispossession of Landlord. Tenant agrees to accept the assignee, transferee, or purchaser of Landlord's interest from and after the date of notice to Tenant of any such assignment, transferor sale, in the same manner and with the same force and effect as though this Lease were made, in the first instance, by and between Tenant and such assignee, transferee or purchaser. If any proceedings aze instituted for foreclosure, or in the event of the exercise of the power of sale under any mortgage made by Landlord covering the Premises or the Property, or in the event the Master Lease shall be terminated, Tenant shall, upon Landlord's request, accept the transferee orsuccessor-in-interest upon any such foreclosure, sale or termination and recognize such transferee or successor-in-interest as the Landlord under this Lease. 19. Liens and Insolvency. Tenant shall keep the Premises and the Property free from any liens or encumbrances arising out of any work performed by Tenant, materials furnished by Tenant, or obligation incurred by Tenant. Upon the occurrence of any of the following events, Landlord may terminate this Lease forthwith by giving Tenant notice of its election to do so: (i) if Tenant files a voluntary petition in bankruptcy, or for reorganization under the bankruptcy laws, or is adjudged a bankrupt by a court of competent jurisdiction; or (ii) if Tenant makes an assignment for the benefit of creditors; or (iii) if a receiver is appointed by a court of competent jurisdiction for Tenant's business and it is established in the receivership proceedings that Tenant is insolvent. 20. Default. a. Right to Re-Enter. In the event of: (i) Any failure of Tenant to pay any Monthly Rent, or other sum due hereunder when it is due; or (ii) The occurrence of any event described in Paragraph 19 above; or (iii) An abandonment of the Premises by Tenant or any taking of the Premises or this Lease under any writ of execution; or (iv) Tenant's violation of any of the use restrictions or other provisions contained in SUITE 81021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 25 Paragraphs 10, 11 and/or 12 above; or (v) Any failure of Tenant to perform any other of the terms, conditions, or covenants of this Lease to be observed or performed by Tenant (except for any default as described in Pazagraphs 2O.a.(i) through 2O.a.(iv) above) for more than three (3) days after written notice of such default shall have been sent to Tenant; then, in any such event, the same shall be considered a default by Tenant, and Landlord, besides any other rights or remedies it may have, shall have the immediate right, with or without termination, of re-entry and may remove all persons and property from the Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service of notice or resort to legal process and without Landlord being deemed guilty of trespass, or becoming liable for any loss or damage which maybe occasioned thereby. b. Ri¢ht to Re-Let. Should Landlord elect to re-enter under Paragraph 2O.a, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in order to re-let the Premises, and re-let the Premises or any part thereof for such tern or terms (which maybe for a term extending beyond the term of this Lease) and at such rent and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. All rents received by Landlord from such re-letting shall be applied (i) to the payment of any indebtedness (other than rent due hereunder) from Tenant to Landlord, (ii) to the payment of any costs and expenses of such re-letting and of such alterations and repairs, (iii) to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rent received from such re-letting during any month is less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency (which shall be calculated and paid monthly) to Landlord. c. Termination. Upon any default by Tenant, as that tern is defined in Pazagraph 2O.a above, Landlord may terminate this Lease by giving written notice to Tenant of its intention to do so, specifying a day not earlier than five (5) days thereafter, and the term of this Lease and all right, title and interest of Tenant hereunder shall expire as fully and completely on the day so specified as if that day were the date fixed in this Lease for the expiration of the tern. No re-entry or taking possession of the Premises by Landlord shall be deemed its election to terminate this Lease unless a written notice of termination is given to Tenant or unless the termination is decreed by a court of competent jurisdiction. Landlord may at any time after re-letting the Premises without terminating this Lease, elect to terminate this Lease for Tenant's previous default. d. Waiver of Jury Trial and Venue. The parties each hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this Lease or Tenant's use or occupancy of the Premises, including any claim of injury or damage, and any emergency and other statutory remedy with respect thereto. The parties also agree that the venue of any such action, proceeding or counterclaim shall be in the Kona Division of the District or Circuit Court of the Third Circuit, as appropriate. e. Summary Possession. Tenant acknowledges that in the event of any default or beach by SUITE 81021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 26 Tenant, if the Landlord shall choose to obtain possession of the Premises and terminate Tenant's possession, then Tenant hereby agrees to submit irrevocably to the jurisdiction of the District Court of the Circuit within the State of Hawaii wherein the Premises are situated, said District Court to have exclusive jurisdiction to decide, under the provisions of Chapter 666, Hawaii Revised Statutes, Landlord's action for summary possession as well as any counterclaims by Tenant. Tenant hereby agrees to abide by the decision of the Judge of said District Court hearing the matter, and waives all right to appeal any judgment for possession and waives all right to any motion for reconsideration of any judgment for possession. £ Dama¢es to Landlord. If Landlord terminates this lease because of a default by Tenant, in addition to any other remedies Landlord may have, it may recover from Tenant all damages it may incur by reason of such default, including, without limitation, the cost of recovering the premises, attorneys' fees, and an amount equivalent to the rent and additional rent reserved in the lease for the remainder of the stated term, all of which amounts shall be immediately due and payable from Tenant to Landlord. The Landlord shall thereafter pay to Tenant, at such time or times as Landlord shall be in receipt of the same, the rent for the premises for the remainder of the stated term collected from Tenants thereafter using the premises up to the amount of the rent reserved which has theretofore been collected from Tenant, less costs of re-letting. g. Determination of Shazed Expenses on Default. (i) For the purpose of determining the rents and other payments which would be payable to Landlord by Tenant under this Lease subsequent to Tenant's default, the rent and other payments for each month of the unexpired term of this Lease shall be deemed to be an amount equal to the average, computed on and adjusted to a monthly basis, ofthe total Monthly Rent, and other chazges paid or payable by Tenant to Landlord under this Lease annually during the three (3) full lease yeazs immediately preceding the date of default. (ii) It is agreed that, if there shall not have been three (3) full lease yeazs immediately preceding the date of default, it would be impracticable or extremely difficult from the nature of the case to prove what amount of Shazed Expenses hereunder would have been paid or payable hereunder by Tenant throughout the balance of the term of this Lease if Tenant had not defaulted, and no other remedy would be adequate, convenient or feasible. Accordingly, the parties agree that, in such event, the amount of the Shazed Expenses which would have been paid or payable by Tenant each month throughout the term of this Lease if Tenant had not defaulted shall be equal to the average, computed on and adjusted to a monthly basis, of the total Shared Expenses paid by Tenant for the twelve (12) calendar months immediately preceding the calendar month of default. h. Separate Suits. Landlord shall have the privilege of splitting its cause of action for rent so as to permit institution of a separate suit or proceeding for the base and additional rent due Landlord under this Lease and a sepazate suit or proceeding for any other payment required under this Lease and neither the institution of any such suit or proceeding nor the entering of judgment therein, shall bar Landlord from bringing a subsequent suit or proceeding for the Monthly Rent, or for any other payments required hereunder. SUITE B1021 8103 LEASE AGREEMENT ALrI PLAZA "B", LLC /COUNTY OF HAWAII 27 i. Non-Waiver. The waiver by Landlord of any breach of any term, covenant or condition of this Lease shall not be deemed a waiver of such term, covenant or condition for any subsequent breach of any term, covenant or condition. The subsequent acceptance of rent by Landlord shall not be deemed a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of such acceptance. j. No Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein stipulated shall be deemed to be other than on account of the rent claimed by Landlord, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease. k. Late Fee and Interest on Past Due Amounts. Tenant hereby acknowledges that late payment by Tenant of rent and other sums due under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but aze not limited to, processing and accounting charges, and late chazges which maybe imposed on Landlord by the terms of any mortgage covering the Premises and/or the Property. Therefore, in the event any amount due hereunder shall not be received by the tenth (10'I') day following the day it is due, a late fee computed at the rate of five percent (5%) of the overdue amount shall be automatically charged. Any amounts owing by Tenant to Landlord under the terms of this Lease shall also carry interest from the date the same become due until paid at the rate of twelve percent (12%) per annum. Said interest shall be considered as a part of the rent payable under this Lease. 1. Assignment of Rent. If the Premises or any part thereof are sublet or Tenant is entitled to receive any payments of an kind whatsoever by reason of his status as Tenant of the Premises, then, in the event of default by Tenant, with or without penalty, Landlord shall have the immediate right to receive and collect all rents, income and profits from the Premises due or accrued or to become due, and said rents and profits are hereby assigned to Landlord and Landlord is hereby irrevocably appointed the attorney-in-fact of Tenant in the name of the Tenant or in Landlord's own name to demand, sue for, collect, or recover and receive all such rents and profits, and to compromise and settle claims for rents or profits upon such terms and conditions as Landlord may deem proper, and to enter into, renew or terminate leases or tenancies. m. Landlord's Rieht to Cure. If Tenant defaults in any of its obligations under the terms of this Lease, other than the payment of rent or other charges payable by Tenant hereunder, and Tenant fails to perform same promptly after thirty (30) days written notice of default and demand to cure such default, Landlord shall also have the right, but not the obligation, to cure such defaults and the cost of same shall be immediately due and payable as additional rent, provided, however, that if the nature of such default is such that the same cannot be reasonably cured within such thirty (30) day period, Landlord shall not have the right to cure such default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion. SUITE B10218703 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 28 n. Landlord's Contractual Security Interest. In addition to any statutory Landlord's lien, but subject in every case to any perfected purchase money security interests granted therein by Tenant, Landlord shall have at all times a valid security interest to secure payment of all rent becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the breach by Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, fixtures and other personal property of Tenant presently, or which may hereafter be, situated in the Premises or the Common Areas, and all proceeds therefrom, and such property shall not be removed without the consent of Landlord until all arrearages and rent as well as any and all other sums of money then due Landlord or to become due to Landlord hereunder shall first have been paid and discharged and all of the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Upon the occurrence of any default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Premises and take possession of any and all goods, wares, fixtures, and other personal property of Tenant situated in the Premises or the Common Areas, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time at which any private sale is to be made, at which sale the Landlord or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of a reasonable notice shall be net if such notice is given in the manner prescribed in this Lease, at least seven (7) days prior to the time of sale. Any sale made pursuant to the provision of this Paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held in the Premises or where the property is located after the time, place and method of sale and general description of the types of property to be sold have been advertised in a daily newspaper published in the County of Hawaii, for any five (5) of the seven (7) calendar days immediately before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with the taking of the possession, holding and selling of the property (including reasonable attorneys' fees), shall be applied as a credit against the indebtedness secured by the security interest granted in this Paragraph. Any surplus shall be paid to Tenant or as otherwise required by law; Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord any financing statements or other instruments in form sufficient to perfect the security interest of Landlord in the aforementioned property and the proceeds thereof under the provisions of the Hawaii Uniform Commercial Code. o. Additional Remedies. The rights and remedies of Landlord set forth in this Paragraph 20 shall be in addition to any other right and remedy now and hereafter provided by law or otherwise provided in this Lease. All rights and remedies shall be cumulative and non-exclusive of each other. p. Default by Landlord. Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice of default by Landlord. Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice by Tenant to Landlord; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required SUITE B10216103 LEASE AGREEMENT ALI'1 PLAZA "B", LLC I COUNTY OF HAWAII 29 for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 21. Condemnation. a. Automatic Termination of Lease. Except as may otherwise be required by the Master Lease or any mortgage on the Property, if the whole of the Premises shall be taken by any public authority under the power of eminent domain, then the term of this Lease shall cease as of the day possession is taken by such public authority, and all rent shall be paid up to that date. If only a part of the Premises shall be taken under eminent domain, this Lease shall terminate as to the portion taken, and, unless this Lease shall be terminated as hereinafter provided, it shall continue in full force and effect as to the remainder of the Premises, and the Monthly Base Rent shall be reduced in the proportion the floor area taken bears to the total floor area leased, and Tenant, at its own cost and expense, shall make all necessary repairs and alterations to the Premises required by such taking. b. Option to Cancel. If the remainder of the Premises cannot be made tenantable for the purposes of which Tenant has been using the Premises, Tenant shall have the option, to be exercised within thirty (30) days after the filing of such eminent domain action, of canceling this Lease effective as of the date the condemning authority shall take possession; provided, however, that if more than fifty percent (50%) of the square footage of the Premises shall be taken under power of eminent domain, either party, by written notice to the other delivered on or before the date of surrendering possession to the public authority, may terminate this Lease, effective as of such surrender of possession. All compensation and damages of any type awarded for any taking, whole or partial, shall belong to and be the property of Landlord except as hereinafter provided. c. Tenant's Dama¢es. Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be sepazately awarded or recoverable by Tenant in Tenant's own right on account of Tenant's improvements, Tenant's personal property or trade fixtures of any cost or loss to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures and equipment. d. Temporary Taking. In the event of a condemnation of a leasehold interest, i.e., a temporary taking, in all or a portion of the Premises without the condemnation ofthe whole leasehold or the fee simple title also, this Lease shall not terminate and such condemnation shall not excuse Tenant from full performance of all of its covenants hereunder, including the payment of rent, but Tenant in such event shall be entitled to present or pursue against the condemning authority its claim for and to receive all compensation or damages sustained by it by reason of such condemnation, and Landlord's right to recover compensation or damages shall be limited to compensation for and damages, if any, to its reversionary interest, it being understood, however, that during the time Tenant shall be out of possession of the Premises by reason of such condemnation, this Lease shall not be subject to forfeiture for failure to observe and perform those covenants not calling for the payment of money. If the condemning authority shall fail to keep the Premises in the state of repair required hereunder, or to perform any other covenant not calling for the payment of money, Tenant shall have ninety (90) days SUITE B10218103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 30 after the restoration of possession to it within which to carry out its obligations under such covenantor covenants. At any time after such condemnation proceedings are commenced, Landlord shall have the right, at its option, to require Tenant to assign all compensation and damages payable by the condemner to Tenant to Landlord, to be held without liability for interest thereon, as security for the full performance of Tenant's covenants hereunder, such compensation and damages received pursuant to said assignment to be applied first to the payment of rents, taxes, assessments, insurance premiums and all other sums from time to time payable by Tenant pursuant to the terms of this Lease as such sums fall due, and the remainder, if any, to be payable to Tenant, it being understood and agreed that such assignment shall not relieve Tenant of any of its obligations under this Lease with respect to such rents, taxes, assessments, insurance premiums and other sums except as the same shall be actually received by Landlord. 22. Non-Liability of Landlord. Landlord and its agent, if any, shall not be liable to Tenant for any damage or loss, including loss or interruption to Tenant's business or services, occasioned by any service provided by Landlord or its agent under this Lease or electricity, plumbing, gas, water, air conditioning, sprinkler or other pipes and sewage systems, or the loss, interruption or stoppage thereof, or by the bursting, leaking, overflowing or running over of any tank, washstand, closet, waste or other pipes in or about the Premises or the Property, nor for any damage occasioned by water coming into the Premises from any source whatsoever, or for any damage or injury arising from any acts or neglect of the other tenants of, or any other persons on, the Property or of any adjacent property, or of the public, unless such damage or loss shall result from a wanton and willful act of Landlord or Landlord's minimum negligence. All property of Tenant kept or stored on the Premises or in any Common Area shall be kept or stored at the risk of Tenant only, and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carriers unless such damage shall be caused by the wanton and willful act or minimum negligence of Landlord. In no event shall Landlord or any of its agents, employees, or principals be liable to Tenant, its principals, agents or employees for lost profits or any other consequential damages suffered by Tenant, its principals, agents or employees from any cause, unless such loss or damages shall result from a wanton and willful act of Landlord or Landlord's minimum negligence. 23. Indemnity of Landlord. Tenant shall indemnify and save Landlord, and its agents, employees and principals, harmless against and from any and all claims, damages, costs and expenses, including reasonable attorneys' fees, arising from the operation of the business conducted by Tenant in the Premises or arising from any default by Tenant in the performance of any of the covenants, conditions or terms of this Lease, or from any act or negligence or omission to act of Tenant, its agents, contractors, servants, employees, sub-lessees, concessionaires or licensees, in or about the Premises or the Property or in connection with this Lease or any sublease. If any action or proceeding is brought against Landlord, or its agents, employees and/or principals, by reason of any such claim, even though such claim is based on the alleged fault of Landlord, or its agents, employees and/or principals, Tenant agrees to pay the reasonable costs and expenses thereof, including attorneys' fees, and any judgments or settlement of claims secured against Landlord, or its agents, employees and/or principals, by reason of such action or proceedings. SUITE B1021 8103 LEASE AGREEMENT ALrI PLAZA "B", LLC I COUNTY OF HAWAII 31 24. Attorneys', Architects', Etc. Fees. If Landlord and/or its agent shall, without fault, be made a party to any litigation by or against Tenant arising out of Tenant's occupancy of the Premises or the Property, or any act of Tenant concerning the Premises, the Property or this Lease, or if litigation shall be brought for recovery of possession of the Premises, for the recovery ofrent or any other amount due under the provisions of this Lease, or because of the breach of any covenant in this Lease to be kept or performed by Tenant, and a breach shall be established, Tenant shall pay to Landlord and/or its agent all expenses incurred in connection therewith, including attorneys' fees. Tenant shall also pay any and all costs and fees incurred or paid by Landlord, including attorneys' fees and the fees of azchitects or other professionals employed by Landlord, to review, revise or prepare any document, plan or other writing of any nature presented by or on behalf of Tenant to Landlord for review or approval in connection with Tenant or any action by Tenant under this Lease, including, without limitation, requests for consents to assignments, subleases, mortgages or other similar items, or certificates, approvals, opinions, or other agreements with respect thereto, which such items in the opinion of Landlord require the employment of an attorney or other professional on behalf of Landlord. Any failure of Tenant to pay such costs or fees upon demand of Landlord shall be deemed a default under this Lease and Landlord shall be entitled to exercise its rights on account of such default as provided in Pazagraph 20 above. Landlord shall not be obligated to consider, review, execute or deliver any consent, approval, certificate or other item until the costs and fees herein required to be paid by Tenant have been paid. 25. Access to and Inspection of Premises. Landlord reserves and shall at any and all times have the right to enter the Premises and the Common Areas to inspect the same, to supply janitorial service and any other service to be provided by Landlord to tenants of the Property, to exhibit the Premises to prospective purchasers or tenants, to post (in the least intrusive manner) notices of non- responsibility and "for lease" signs, and to alter, improve or repair the Premises or any portion of the Common Areas without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the chazacter of the work to be performed, always providing that the entrance and signage for the Premises shall not be unreasonably blocked thereby, and further providing that the business of Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby to the degree the interference is not substantial. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises or any portion thereof. 26. Subordination of Lease. This Lease shall automatically be subordinate to any mortgage, encumbrance or deed of trust heretofore or hereafter placed upon the Property or the Premises by Landlord, to any and all advances made or to be made thereunder, to the interest on the obligations secured thereby, and to all renewals, replacements and extensions thereof; provided, however, that in the event of foreclosure of any such mortgage or deed of trust or exercise of the power of sale thereunder, SUITE 81021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 32 Tenant shall defer to the purchaser at such foreclosure or sale, and recognize such purchaser as Landlord under this Lease if so requested by such purchaser. Said encumbrances shall include, without limitation, the lien of a mortgage executed in part to secure a loan to pay for the construction of improvements in, on or to the Property and/or the Premises. Within ten (10) days after request therefor by Landlord, or, in the event that upon Landlord's sale, assignment or hypothecation of the land or improvements which comprise the Property, an estoppel or offset statement shall be required from Tenant, Tenant shall deliver in recordable form a certificate to any purchaser, mortgagee under such mortgage, or to Landlord, certifying (if such be the case) that this Lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Tenant, and stating such other facts and conditions as may be reasonably required by Tenant. If any mortgagee or beneficiary elects to have this Lease superior to its mortgage or deed of trust and gives notice of its election to Tenant, then this Lease shall thereupon become superior to the lien of such mortgage or deed of trust, whether this Lease is dated or recorded before or after the mortgage or deed of trust. Tenant shall execute promptly after demand, without charge, all forms, documents and instruments required by Landlord to carry out the terms of this Paragraph 26. 27. Estoppel Certificate. Tenant shall at any time upon not less than ten (10) days' prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any aze claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. At Landlord's option, Tenant's failure to deliver such statement within such time shall be a material breach of this Lease or shall be conclusive upon Tenant (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) that there are no uncured defaults in Landlord's performance, and (iii) that not more than one (1) month's rent has been paid in advance. 28. Additional Improvements Upon Property. Landlord reserves the right at any time and from time to time, to add to, change, relocate, improve, or demolish all or any portion of the Property, buildings, Common Areas and parking areas (including, without limitation, the right to add additional floors to the buildings, to build new improvements adjoining the buildings, and to change, relocate, remove, or designate those parties who may use the lobbies, corridors, elevators, stairways and service areas), and to construct controlled or elevated parking facilities. Any improvements constructed at Landlord's sole discretion will not require Landlord to compensate Tenant in any way, nor will it result in any liability by Landlord to Tenant or in any way affect Tenant's obligations under this Lease. Provided, however, that at any time during which all units in the building are occupied, either Landlord or Tenant may specifically request consideration by the other and by all the tenants in the building, of construction of certain improvements to the premises. Upon review and approval of at least 50% of the tenants potentially benefited by such improvements, Landlord shall cause such improvements to be constructed. The cost of such improvement construction shall be borne by all benefited tenants equally and Tenant shall pay, as additional rent, its pro-rata share of such costs, in equal installments over the SUITE 61021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 33 remaining term of the lease. 29. Submission to Condominium Property Regime. Landlord shall also have the right, without the consent of Tenant to submit all or a part of the Property of which the Premises are a portion to a Condominium Property Regime under Chapter 514A of the Hawaii Revised Statutes or any successor statute and to execute and record a Declaration of Condominium Property Regime and any amendments thereto, as deemed appropriate or necessary by Landlord; provided, however, that any such submission to a Condominium Property Regime shall be subject to the Tenant's right under this Lease. Landlord shall have the right to add, delete, relocate, realign, reserve and grant all easements and rights of way over, under and on the Common Areas, the Property and the Premises as may be necessary or desirable in connection with such submission of the Property; provided, however, that such easements and rights-of--way shall not materially impair the use of the Premises by Tenant. To the extent that the joinder of Tenant shall be required in order to validate any Declaration of Condominium Property Regime or amendment contemplated therein, Tenant thereby agrees to join in and to execute the same, and for purposes of further securing the foregoing covenant, Tenant hereby irrevocably appoints Landlord as its attorney-in-fact, coupled with an interest, for purposes of executing, recording and acknowledging any such Declaration or amendment for and on behalf of Tenant. 30. Landlord's Consent. In any case in which the Landlord's consent or approval is required hereunder, then unless otherwise expressly provided herein, Landlord shall be free to give or withhold its consent or approval in its sole and absolute discretion and shall not be required to provide Tenant with any reason should its consent or approval be withheld. In any case in which Landlord does not respond to Tenant's request for consent or approval, Landlord shall be deemed to have withheld consent or to have disapproved, as the case may be. 31. Force Maieure. In the event that either Landlord or Tenant shall be delayed or hindered in or prevented from the performance from any act required under this Lease by reason of strikes, lockouts, labor troubles, inability to procure materials, failure ofpower, restrictive governmental laws or regulations, unforeseeable delays in obtaining governmental permits, approvals or consents, or riots, insurrection, war, or other reason of a like nature, not the fault of the party delayed in performing the work or doing the acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Paragraph 31 shall not operate to excuse Tenant from the prompt payment of rent or any other sums required by the terms of this Lease. 32. Notices. a. Notices to Tenant. All notices to be given to Tenant may be given (i) in writing personally to Tenant, if Tenant is an individual, or to an officer, partner or manager of Tenant, if Tenant is a corporation, partnership or otherwise not available to Landlord, or (ii) by facsimile transmission address to Tenant at (808) 961-8673 or (iii) by depositing the same in the United States mail, registered or certified and postage prepaid, and addressed to Tenant at 25 Aupuni Street, Hilo, HI 96720, or such SUITE 81021 B103 LEASE AGREEMENT ALrI PLAZA "B", LLC I COUNTY OF HAWAII 34 other address designated in writing by Tenant from time to time. b. Notice to Landlord. Notice to Landlord shall be given (i) in writing personally to an agent or employee of Landlord, or (ii) by depositing the same in the United States mail, registered or certified and postage prepaid, and addressed to Landlord at the address set forth in the attached Special Lease Provisions, or at such other addresses as Landlord may give to Tenant in writing from time to time, or (iii) by facsimile sent to (808) 334-1311 or such other facsimile number designated in writing by Landlord from time to time. c. Time of Service. Any written notice sent by registered or certified mail shall be deemed to have been served as of the date it is mailed in accordance with the foregoing provisions. Any written notice sent by facsimile shall be deemed to have been served as of the date it is sent in accordance with the foregoing provisions. 33. Miscellaneous. a. No Representations byLandlord. Tenant acknowledges and agrees that Landlord has not made and Tenant is not relying on any representations as to the quality, marketing, or advertising of the Property or as to the amount of traffic or customers expected. b. Corporate Representations. If Tenant hereunder shall be a corporation, the parties executing this Lease on behalf of the Tenant hereby represent and warrant that (i) Tenant is a duly qualified corporation licensed to do business in the State of Hawaii, (ii) all franchise and corporate taxes have been paid to date, and that all future forms, reports, fees and other documents necessary to comply with all applicable laws will be filed when due, and (iii) Tenant has full power and authority to enter into this Lease. Tenant shall provide Landlord with such evidence of the foregoing as Landlord may reasonably require. c. No Offer without Signature. The submission of this Lease document for examination and negotiation does not constitute an offer to lease, or reservation of, or option for the Premises, and this document becomes effective and binding only upon execution and delivery hereof by Tenant and by Landlord, or by a duly authorized representative of Landlord. No act or omission of any employee or agent of Landlord or Landlord's broker, if any, shall alter, change or modify any of the provisions thereof. d. Further Assurances. The parties hereto shall, whether before or after the date hereof, execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Lease. e. Obligations Joint and Several. In any case, where there is more than one Tenant, the obligation of Tenants hereunder shall be joint and several and any notice given by Landlord to any one of the Tenants shall be construed as notice to all. f No Partnership. Nothing herein contained, whether in the method of computing rent or SUITE B1021 B103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 35 otherwise, shall create between the parties hereto, or be relied upon by others as creating, any relationship of partnership, association, joint venture or otherwise. The sole relationship ofthe parties hereto shall be that of landlord and tenant. g. No Transfer of Interest in Land or Air Rights. Nothing in this Lease shall be construed as creating or transferring to Tenant any interest in the land upon which the Premises are located or in the air space above the Premises or the Common Areas, except as otherwise specifically provided in this Lease. h. Diminution of Light and Air. No diminution or shutting off of light or air by any structure which may be erected in the vicinity of ALIT PLAZA or the Property shall affect the rights or obligations of Landlord or Tenant under this Lease or operate to impose any liability on the Landlord. i. Counterparts. This Lease may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement and the signature of any party in counterpart shall be deemed as a signature to and may be appended to any other counterpart. j. Short-Form Counterpart. Upon request by either party, the other party will execute and deliver to the party requesting the same a recordable short-form counterpart of this Lease, stating the names of the parties, the term, the description of the Premises, and the nature of any options for renewal. Landlord will supply the form for the short-form counterpart. The party requesting recordation shall pay any costs, taxes or assessments incurred in connection with the recordation of any short-form counterpart. k. Cantions. Captions at the beginning of each Paragraph are for convenience only and shall not be deemed to be a part of any contents of this Lease. 1. Binding Effect. Except as otherwise provided herein, this Lease and each and every provision hereof shall be binding on and shall, subject to the required consent of Landlord, inure to the benefit of the parties hereto, their respective personal representatives, successors, heirs, and permitted assigns, and to each and every successor-in-interest of any parry hereto, whether such successor acquires any such interest by way of gift, purchase, foreclosure, merger, or by any other method. m. Severability. If any provision of this Lease or the application thereto to any person or circumstances shall, for any reason and to any extent, be invalid or unenforceable, the remainder ofthis Lease and the application of such provision to the other persons or circumstances shall not be affected thereby. n. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Hawaii. o. Time of the Essence. Time is of the essence of this Lease. SUITE 810218103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII . 36 34. Entire Aereement. This Lease contains the entire agreement between the parties, and any agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of the Lease in whole or in part unless such agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. It is expressly understood and agreed (i) that each and all of the provisions of this Lease are conditions precedent to be faithfully and fully performed and observed by Tenant to entitle Tenant to continue in possession ofthe Premises hereunder, (ii) that said conditions are also covenants on the part of Tenant, and (iii) that time of performance of each is of the essence of this Lease. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the _ day of 2007. ALIT PLAZA "B", LLC, a Hawaii Limited Liability Company BY: ALI GHALAMFARSA, Managing Member STATE OF HAWAII ) SS: COUNTY OF HAWAII ) On this day of October, 2007, before me personally appeared ALI GHALAMFARSA, ALIT PLAZA "B", LLC, a Hawaii Limited Liability Company, Its Managing Member, to me personally known, who being by me duly sworn or affirmed, did say the such person executed the foregoing Instrument as the free act and deed of such person, and if applicable, in the capacity shown, having been duly authorized to execute such instrument in such capacity. Signature of Notary Notary Name: My Commission Expires: SUITE B7021 8103 LEASE AGREEMENT ALIT PLAZA "B", LLC I COUNTY OF HAWAII 37 COUNTY OF HAWAII By: Its RECOMMEND APPROVAL: PETE HOFFMAN Chair, Hawaii County Council APPROVED AS TO FORM AND LEGALITY: LINCOLN S. T. ASHIDA Corporation Counsel SUITE B1021 B103 LEASE AGREEMENT ALrI PLAZA "B", LLC I COUNTY OF HAWAII 38 a~ ~ ~g '>d!W • V: I r~~q ti~ V lgA Y S4~~Yl p! S V yy t ~ V g ~ ( f 44 ffii u~~ ~rR 4C v m y ~ r _ ~ ~ f~y~( m yy pp ~ayq 'Q N . g w f~! GVwC G ii j j Y_S ~~~'''1111 ~ YV~GGY44 v V 1 4 O p ~ 33 ~ ~ n ~ ~p 3'°° ~ CT ' t ~ a °4 ~ c' ~ 'b ~ a a,~ F b k w ~ i H ~Y \ v F+P'~ ~ ~ ~ NY WI riV JI 'i NA~iI!.I Pp ~.i ~'Id ia.ll I" b'~~' .o-s .o-,w .i.a .c~ ~~9 w p 3 U g O ~~t ~ ~ WQ ~ ~ _ ~ ~ o,ci an O U LL C 0 ,,,,JJ ~ N~~B ~ 0° WF U ~ ~LL C W< ~ o ~LL C "v © N~ ~fi ~ wF ~ O ~ _ ~O ~e y © _Si G WQ S ~O 9 Tenant: COUNTY OF HAWAII Elections Division Building B, Suite B102 / B103 EXHIBIT E Landlord's Improvements Landlord shall be responsible for the construction and/or installation of the following: • Remove all interior walls and door in 103 • Build 3-foot wide access door between units • Finish & paint all walls • Install new ceiling tiles as needed • Install plexiglas at all fixed jalousie windows at entry wall • Install new basic commercial grade carpet • Leave existing built-in work station w/shelving in Suite B 102 It is understood by the parties that the foregoing improvements shall be completed prior to October 1, 2007. APPROVED: LANDLORD: TENANT: ALIT PLAZA "B", LLC., a Hawaii COUNTY OF HAWAII Limited Liability Company Office of the Mayor By By Ali Ghalamfarsa, Managing Member Office of the County Clerk By Office of the Corporation Counsel By Department of Finance By SUITE B7021 B103 Exhibit E -Landlord Improvements ALIT PLAZA "B", LLC I COUNTY OF HAWAII