HomeMy WebLinkAboutCOM 0726.001 2006-2008 LEASE
THIS LEASE is made this day of , 2007 by and between
DAY-LUM RENTALS & MANAGEMENT, INC., (hereafter called "Lessor") whose post office
and business address is 2 Kamehameha Avenue, Hilo, Hawaii 96720, in its capacity as managing
agent for premises owner Bruce Hansen, and COUNTY OF HAWAII, whose mailing address
is 25 Aupuni Street, Hilo, HI 96720 (hereafter called "Lessee").
WITNESSETH:
That Lessor, in consideration of the rent herein reserved and of the covenants herein
contained and on the part of Lessee to be observed and performed and upon and subject to the
terms and conditions hereinafter set forth, does hereby lease to Lessee, and Lessee does hereby
lease from Lessor, that certain premises located in Hilo, Hawaii, and described in the section
entitled Special Conditions of this Lease below.
TO HAVE AND TO HOLD the same unto Lessee for a term commencing upon the
Commencement Date (hereinafter defined) and ending on the Termination Date (hereinafter
defined).
A. Special Conditions oFthis Lease.
The following subparagraphs constitute all of the Special Conditions of this Lease as
referred to elsewhere in this Lease:
(1) Description of the Premises: The premises described as 15-2662 Pahoa Villaee
Road Suite 304 Pahoa. HI ,consisting of approximately 800 square feet of
rentable space.
(2) The term of this Lease shall be 5 years , (the "Term"), commencing upon the
date of receipt of final inspection (the "Commencement Date"), unless sooner
terminated as herein provided. Thereafter, Lessee shall lease on a month-to-
month basis unless canceled with a 60-day notice or unless Lessee exercises any
option to renew as provided below.
(3) Rent shall be as shown below:
Period Base Rent: Excise Tax: Total:
8/01/07 to 7/31/12 $ 1,200.00 $ 49.99 $ 1,249.99
1 Comm. No. 7 ~
Ref. To: _~rase
R®f. [)ats PICT 7 7 7f10~
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(4) Common Area Expenses: The actual cost of common area maintenance (CAM)
including but not limited to trash removal, water, common area electrical,
management fees, advertising fees and promotions, landscape maintenance, fire
and liability insurance, conveyance tax, real property tax and assessments shall be
paid by lessee on a monthly basis.
CAM for 2007 is estimated at $0.85 per square foot per month, based on a
pro rata of 14.521
The Common Area Maintenance Fees aze subject to change either upwazd
or downwazd based on the actual expenses. The Lessee will be given 60 days
notice of any changes to the CAM Fee.
The Lessee can be charged for additional expenses based on the actual
activities of the Lessee or their employees, affiliates and guests, which cause
damage to the areas used in common by all units and/or cause a greater expense
for services provided for all units and covered by the CAM Fee.
Lessee shall be responsible for individual suite electricity, utilities and all
hook up fees.
(5) Amount of Security Deposit: $ 1,200.00
(6) Uses to be made of the Premises and for no other purpose without the express
written consent of the Lessor:
Countv Election Services and Administration
(7) Lessee's address for notice if other than the Premises:
25 Aupuni Street, Hilo, HI 96720
(8) Additional Terms and Conditions: Notwithstanding the General Conditions
contained in Part B of this Lease, Lessor and Lessee agree to any additional terms
and conditions attached as an Addendum or as Addenda to Lease. Said
Addendum or Addenda shall not be valid unless signed by both Lessor and
Lessee.
(9) Option to Renew: If this Lease is not in default, Lessee has the option to extend
this Lease for an additional term of 5 veazs by giving Lessor written notice of
Lessee's intention to extend no later than 90 days before the end of this Lease.
The rent to be paid by Lessee during the additional term shall be decided by
Lessor and Lessee, but will not be less than the rent paid by Lessee for the
immediately preceding term.
(10) Exhibits. The following exhibits aze attached hereto and are hereby made a part
of this Lease:
(a) Exhibit A: Floor and Site Plan
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The General Conditions of Lease contained in Part B of this Lease, together with all
exhibits, are made a part hereof for all purposes.
IN WITNESS WHEREOF, the parties have hereto executed these presents the day and
year first above written.
DAY-LUM RENTALS & MANAGEMENT, INC.
BY:
NANCY CABRAL
TITLE:
STATE OF HAWAII )
SS:
COUNTY OF HAWAII )
On this day of , 2007, before me personally appeared NANCY
CABRAL, DAY-LUM RENTALS & MANAGEMENT, INC., Its , 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:
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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
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B. General Conditions of This Lease:
ARTICLE I
LEASE YEAR AND
COMMENCEMENT DATE
Section 1.01. Lease Year Defined. The term "Lease Year" as used herein shall mean a
period of twelve (12) consecutive full calendaz months. The first Lease Yeaz shall begin on the
Commencement Date if the Commencement Date of the Term hereof shall occur on the first day
of a calendar month: if not, then the first Lease Year shall commence upon the first date of the
calendar month next following the Commencement Date. Each succeeding Lease Year shall
commence upon the anniversazy date of the first Lease Year.
ARTICLE II
RENT
Section 2.01. Rent.
(a) Base Rent. Lessee shall pay to Lessor, at Lessor's office, in advance of the
first day of each and every calendar month during the Term, without deduction or offset, and
without notice or demand, the Base Rent set forth in the Special Conditions of this Lease.
(b) Pro Rata Rent. If the Commencement Date shall occur on date other than the
first date of a calendar month, then Lessee shall pay, on such Commencement Date, a pro rata
portion of the Minimum Rent pro rated on a per diem basis with respect to be fractional calendar
month preceding the commencement of the first Lease Yeaz. For purposes of such prorations, a
calendar month shall be deemed to consist of thirty (30) days.
(c) Additional Rent. The Lessee shall pay as additional rent, a percentage of the
Maintenance and Operating Expenses for the Premises set forth in the Special Conditions of the
Lease, which shall include, without limitation, the (i) Lessor's overhead expenses pertaining to
the management of the Property, its common areas and common azea funds, (ii) costs of any non-
structural repairs, line painting, landscaping and irrigation, water, sewer, electricity (to common
areas only), maintenance of utility meters, bulb replacement, cleaning up, sweeping and janitorial
service, cost of garbage and refuse removal, and any repairs, improvements or replacements
required by law, (iii) costs of any repairs, alterations, modifications, amendments, additions
and/or improvements to the Property and/or the Premises, not otherwise required to be paid for
by the Lessor under this Lease, which is necessary, required or appropriate in order to bring the
Property and/or the Premises into compliance with the requirements, policies and/or procedures
of "The Americans with Disabilities Act of 1990," 42 U.S.C. '12101 et seq., and/or any rules
and/or regulations promulgated with respect thereto: (iv) liability, fire, business interruption,
property damage and other insurance, including any deductibles payable by the Lessor there
under, (vi) real property taxes and any and all other taxes and assessments, including any ground
rent assessments or charges made under any betterment or improvement law, attributable to the
Property or the land on which it is located, (vii) maintenance, repair and depreciation of
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machinery and equipment used in operating and maintaining the Premises and Property, (viii) all
billing, auditing, management and legal expenses relating to the operation and maintenance of
the Property, (ix) any expenses incurred in contesting real property assessments, arbitrating or
determining Master Lease rentals, if any, and any assessments or charges made under any
betterment or improvement law or otherwise, (x) Master Lease rent, if any, (xi) any utility
charges for the Property or the Premises not sepazately metered or paid by Lessee and (xii) any
other costs which the Lessor shall conclude, in its sole discretion, are reasonable and necessary
for maintaining and operating the Premises and/or the Property. As used herein the term
"equipment" shall be taken to include both personalty and fixtures.
Section 2. 02. Gross Income Tax. Lessee shall pay to Lessor as additional rent together
with each payment of rental or other payment required hereunder which is subject to State of
Hawaii general excise tax on gross income, as it may be amended from time to time, and all
other similaz taxes imposed upon Lessor on said rental or other payment in the nature of a gross
receipts tax, sales tax, privilege tax or the like, excluding federal or state net income taxes,
whether imposed by the United States of America, State of Hawaii or County of Hawaii, an
amount (currently 4.166% of such payment) which, when added to such rental or other payment,
shall yield to Lessor, after deduction of all such tax payable by Lessor with respect to all such
payments a net amount equal to that which Lessor would have realized from such payments had
such tax not been imposed.
Section 3.01. Changes and Additions to Buildings. Lessor hereby reserves the right at
any time to make alterations to the Project, including additional improvements and/or alterations
or additions thereto. Lessee agrees to accept the inconvenience of noise, dust and other
disturbances from any such alterations, additions or construction and Lessor shall not be liable to
Lessee for any inconvenience, interferences, annoyance, loss or damage resulting from such
alterations, additions or construction. Lessor shall use reasonable efforts to minimize such
inconvenience. Lessee agrees that it shall not protest the payment of rent, offset or withhold
rent, when due and payable under the terms of the Lease, because of any ongoing construction at
the Project.
Section 3.02. Right to Relocate. The purpose of the Site Plan attached hereto as Exhibit
A is to show the approximate location of the Premises. Lessor reserves the right at any time to
relocate automobile parking azeas and other azeas shown on the Site Plan.
Section 3.03. No Interest in Air Space or Light or Air Easement. Nothing herein
shall be construed as creating or transferring to Lessee any interest in the land upon which the
Premises are located or any interest in the air space above the Premises and the building in which
the Premises are situated. Any diminution or shutting off of light or air by any structure which
may be on lands adjacent to or in the vicinity of the Premises shall in no way affect this Lease,
abate rent or otherwise imposed any liability on Lessor.
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ARTICLE IV
CONDUCT OF BUSINESS BY LESSEE
Section 4.01. Use of the Premises. Lessee shall use the Premises solely for the
purpose(s) set forth in the Special Conditions of this Lease, and shall continuously conduct the
business stated therein. Lessee will not use a permit or suffer the use of the Premises for any
other business or purpose. Change in business use is permissible only upon written approval
from Lessor, which approval shall be in Lessor's sole discretion.
Section 4.02. Improper or Offensive Uses. Lessee shall not use or occupy the Premises
for the purpose of storing junk, scrap or other offensive materials; will not store or cause to be
stored any palettes, crates, boxes or materials outside the Premises; and will not make or suffer
any strip or waste or unlawful, improper or offensive use of the Premises; nor shall Lessee use
or permit the Premises or any part thereof to be used in any manner or for any purpose which
will increase the then existing rate of insurance upon the buildings of which the Premises are a
part or cause a cancellation of any insurance policy covering said buildings, or any part thereof,
nor shall Lessee sell, store or permit to be kept, used or sold in or about the Premises any article
which may be prohibited by any policy or policies of fire insurance applicable to the Premises
and to the activities therein permitted. Lessee shall use and occupy the Premises in a careful,
safe and proper manner and shall not carry out any work of repair, construction, reconstruction
or demolition outside the premises; all such work shall be done within the Premises. Any
increase in premiums or surcharges or damages resulting from any such prohibited use shall be
paid by Lessee; provided, however, that the foregoing shall not apply to increases in premiums
or surchazges which are attributable to inflation or other price increases unrelated to the activities
of Lessee. Lessee shall, at Lessee's sole cost and expense, comply with all requirements of all
county, municipal, state and federal authorities now in force, or which may hereafter be in force,
pertaining to the Premises, and shall faithfully observe in the use of the Premises all municipal
ordinances and state and federal statutes now in force or which may hereafter be in force.
ARTICLE V
SECURITY DEPOSIT
Section 5.01. Amount of Deposit. Lessee, contemporaneous with the execution of this
Lease, has deposited with Lessor a security deposit in the sum set forth in the Special Conditions
of this Lease, the receipt of which is hereby acknowledged by Lessor. The security deposit shall
be held by Lessor and may be commingled with other funds of Lessor and shall bear no interest,
and shall be used to secure the faithful performance by Lessee of all of the terms, covenants and
conditions of this Lease which Lessee is to keep and perform during the Term hereof. The
security deposit shall be increased by the same amount as any increase in the sum of the
Minimum Rent and the general excise tax applicable to all of said amounts due for each Lease
Year under this Lease. If at any time during the Term hereof any of the rent shall be overdue and
unpaid, or any other sum payable by Lessee to Lessor hereunder shall be overdue and unpaid,
then Lessor may, at its option, appropriate and apply any portion of said deposit to the payment
of any such overdue rent or other sum.
Section 5.02. Use and Return of Deposit. In the event of failure of Lessee to keep and
perform any of the terms, covenants and conditions of this Lease to be kept and performed by
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Lessee, then Lessor at its option may appropriate and apply all of the security deposit, or so
much thereof of as may be necessary, to compensate Lessor for loss or damage sustained or
suffered by Lessor due to such breach on the part of Lessee. The security deposit, or any
portion thereof, may be appropriated and applied by Lessor for the payment of overdue rent or
other sums due and payable to Lessor by Lessee hereunder, and Lessee shall, upon the written
demand of Lessor, forthwith deliver to Lessor a sufficient amount in cash to restore the security
deposit to the original sum set forth in the Special Conditions of this Lease, and Lessee's failure
to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease.
Should Lessee comply with all of said terms, covenants and conditions and properly pay all of
the rent required under this Lease as the same becomes due, and all other sums payable by
Lessee to Lessor hereunder, at the end of the Term, or upon the eazlier termination of this Lease,
the security deposit shall be returned to Lessee.
Section 5.03. Transfer of Security Deposit. Lessor may deliver the funds deposited
hereunder by Lessee to the purchaser of Lessor's interest in the Premises in the event that such
interest be sold, and thereupon Lessor shall be dischazged from any further liability with respect
to such deposit.
ARTICLE VI
PARKING AND COMMON AREAS AND FACILITIES
Section 6. O1. Right to Use Common Areas. It is understood that, subject to the
control of such Common Areas by Lessor as set forth in section 6.02 below, Lessee and Lessee's
employees and customers shall have the right in common with other Lessees of the Lessor, and
their employees and customers, to use the parking areas, driveways and entrances and exits in
connection with the business to be conducted upon the Premises.
Section 6.02. Control of Common Areas by Lessor. All automobile pazking areas,
driveways, entrances and exits thereto and other facilities provided by Lessor in or near the
Premises, exterior stairways and other azeas and improvements provided by Lessor for the
common use of all Lessees of the Lessor, their officers, agents, employees and customers, shall
at all times be subject to the exclusive control and management of Lessor, and Lessor shall have
the right from time to time to establish, modify and enforce reasonable rules and regulations with
respect to all facilities and azeas mentioned in this Article. Lessee's employees shall park only in
areas designated for employee parking, and Lessor shall have the right to take such action as
shall be necessary to prevent unauthorized use of the pazking areas. Lessor shall have the right,
from time to time, to change the areas, level, location and arrangement of all facilities
hereinabove referred to, and may restrict parking for Lessee, its officers, agents and employees
to employee parking areas designated by Lessor; to close temporazily all or any portion of said
areas and facilities to such extent as may, in the opinion of Lessor's counsel, be legally sufficient
to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to
discourage non-customer parking; and to do and perform such other acts in and to these azeas
and improvements as, in the use of good business judgment, Lessor shall determine to be
advisable with a view to the improvement of the convenience and use thereof by Lessees, their
officers, agents employees and customers. Lessee shall conduct Lessee's business entirely within
the Premises, and Lessee shall use no part of the parking azeas nor any common azeas as a
prepazation, staging or construction area.
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Section 6.03. Rules and Regulations. Lessee shall comply with the rules and
regulations attached hereto as Exhibit B made a part hereof for all purposes and with such other
and further reasonable rules and regulations of uniform application as Lessor may prescribe
which, in Lessor's sole judgment, are required for the reputation, safety, care or cleanliness of the
Project, the regulation and control of the common areas of the Lessor, the use of the Premises or
the operations and maintenance thereof and equipment therein, or for the safety or comfort of
Lessee and other Lessees of the Project. On delivery of a copy of such amendments and
additional rules and regulations to Lessee, Lessee shall thereafter comply with said rules and
regulations, and a violation any of said rules and regulations shall constitute a default by Lessee
under this Lease. All such rules and regulations and of the essence hereof without which this
Lease would not have been entered into by Lessor.
Section 7.01. Installation by Lessee. Lessee shall, at its cost, in accordance with plans
and specifications therefore first approved in writing by Lessor, be responsible for constructing
and installing Lessee's interior improvements required for the conduct of Lessee's business on the
Premises. Lessee shall indemnify, defend and hold harmless the Lessor and its agents from and
against any lien or claim for lien in conjunction with the Lessee improvement work supplied or
performed by the Lessee or on behalf of the Lessee. Lessee improvement work shall not
commence at, on or within the Premises until a building permit has been obtained from the
Hawaii County Building Department and only afrer the Lessor's receipt of the Certificate of
Insurance as required herein. Any such construction and installation by Lessee shall comply
with all applicable laws, ordinances, codes and regulations and Lessee shall, on completion of
Lessee's improvements, be responsible for obtaining, at Lessee's sole cost and expense, all
necessary utility hookups and a Certificate of Occupancy from the County of Hawaii applicable
to the Premises. All fixtures installed by Lessee shall be new or completely re-conditioned.
Lessee shall not make or cause to be made any alterations, additions or improvements or install
or cause to be installed any trade fixtures, exterior signs, floor covering, interior or exterior
lighting, plumbing fixtures, shades or awnings or make any changes to the exterior of the
building without first obtaining Lessor's written approval and consent. Lessee shall present to
Lessor plans and specifications for such work at the time approval is sought. Lessee shall not
cause or create any roof penetrations of the Premises.
Section 7.02. Removal and Restoration by Lessee. All alterations, decorations,
additions and improvements made by Lessee or made by Lessor on Lessee's behalf by agreement
under this Lease shall not be removed from the Premises prior to the end of the Term care of
without prior consent in writing from Lessor, which consent shall be in Lessor's sole discretion.
Upon expiration of this Lease, or any renewal thereof, Lessee at Lessor's sole option shall
remove all such alterations, decorations, additions and improvements, and restore the Premises
as provided in section 8.04 hereof. If Lessee fails to remove such alterations, decorations,
additions and improvements, and restore the Premises, then Lessor shall have the right to arrange
for such removal and restoration at Lessee's cost and expense. Lessor shall have the right to
deduct the cost of any such removal or restoration from Lessee's security deposit, and Lessee
shall remain liable to Lessor for any remaining costs and the collection of those costs. If Lessor
elects to not have Lessee remove all alterations, decorations, additions and improvements made
by Lessee or on Lessee's behalf, the same shall become the property of Lessor on the termination
of this Lease.
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Section 7.03. Bond Against Liens. Prior to the commencing of any alterations,
improvements or other construction on the Premises, Lessee shall famish evidence satisfactory
to Lessor that Lessee is financially able to pay the contractor, and shall furnish a copy of a bond
in an amount equal to one hundred percent (100%) of the cost of construction, in a form and with
a surety acceptable to Lessor, naming Lessor and Lessee as obligee and insuring completion of
the proposed work be free and cleaz of all liens.
Section 7.04. Signs, Awnings, and Canopies. Lessee will not place or suffer to be
placed or maintained on any exterior door, wall or window of the Premises any sign, awning or
canopy, or advertising matter or other thing of any kind, and will not place or maintain any
decoration, lettering or advertising matter on the glass of any window or door of the Premises
without first obtaining Lessor's written approval and consent. Lessee further agrees to maintain
such sign, awning, canopy, decoration, lettering, advertising matter or other thing as may be
approved in good condition and repair at all times. Lessee shall maintain Lessor's installed
awnings if applicable.
Section 7.05. Lien and Encumbrances. Lessee shall keep the Premises free from any
mechanics' or materialmen's lien or any attachment, execution or judgment lien, and any chazge
or encumbrance whatsoever. If any such lien, charge or encumbrance or notice thereof is
recorded against or attaches to the Premises, or any part thereof or any interest therein, then,
unless Lessee shall elect promptly to contest the amount or validity of such lien, charge or
encumbrance and post a bond to discharge the same, Lessee shall immediately pay off the same
and cause the same to be satisfied and discharged of record. If Lessee neither promptly contests
the amount or validity of the same and posts a bond, nor promptly pays off the same and causes
it to be satisfied and dischazged of record, Lessor may, at Lessor's option, pay off the same, and
any amount so paid by Lessor shall thereupon be and become immediately due and payable by
Lessee to Lessor. If Lessor is joined in such proceedings, Lessee shall pay all costs and
attorneys' fees incurred by Lessor.
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ARTICLE VIII
MAINTENANCE
Section 8.01. Maintenance by Lessee. Lessee shall at all times keep all doors and glass
(interior and exterior), the interior of the Premises, and all fixtures, equipment and appurtenances
thereof (including lighting and plumbing fixtures) and floor covering in good order, condition
and repair (including reasonably periodic painting), except for structural portions of the
Premises, which shall be maintained by Lessor. "Reasonably periodic painting" shall be defined
as every five (5) years from the Commencement Date hereof. Lessee shall also be responsible
for the cost of operating, maintaining and servicing of all electric wiring within the Premises, the
electrical wiring from the meter box to the Premises, any air conditioning system servicing the
Premises, including, without limitation, the operation, maintenance and service of the air
handler, ducting and temperature control systems within the Premises. At Lessor's option,
Lessor shall have the right to contract for such air conditioning service and Lessee agrees to pay
the cost of such maintenance to Lessor, or if Lessor requires, to pay the cost of such maintenance
directly to the contractor. Lessee shall not change the locks for the Premises without obtaining
the prior written consent of Lessor. If Lessor consents to the change of such locks, Lessee shall,
as soon as possible but in no event later than ten (10) days after such change of locks, furnish
Lessor, at Lessee sole cost and expense, with a set of keys for the new locks. All locks installed
by Lessee shall be installed by a locksmith as specified by the Lessor, shall be of a restricted key
type, and shall have an interchangeable core.
Section 8.02. Lessee's Failure to Maintain. If Lessee refuses or neglects to repair the
Premises as above required as soon as reasonably possible after written demand, Lessor may
make such repairs without liability to Lessee for any loss or damage that may accrue to Lessee's
merchandise, fixtures or other property or to Lessee's business by reason thereof, and upon
completion thereof, Lessee shall pay Lessor's costs for making such repairs, upon presentation of
the bill therefore, as additional rent. Said bill shall include annual interest at eighteen percent
(18%) per annum on said cost from the date of completion of repairs by Lessor.
Section 8.03. Maintenance by Lessor. Lessor shall maintain and repair the exterior of
the Premises, including the roof, but not including doors and plate glass, and all structural
portions of the Premises (i.e., foundation, support columns, and floor or roof, and all plumbing,
electric wiring (other than the electric wiring to be maintained by Lessee under section 8.01
above), sewer and drain facilities to the Premises), and Lessee shall grant Lessor the rate of entry
onto the Premises and permission at reasonable times to make all necessary repairs thereto.
Notwithstanding the foregoing, if Lessor is required to make repairs to structural portions of the
Premises caused by Lessee's negligent acts or omissions to act, Lessor may add the cost of such
repairs to the next rental due, including annual interest at eighteen percent (18%) on said cost
from the date of completion of repairs, and Lessee shall pay the same as additional rental.
Section 8.04. Surrender of Premises. At the expiration of the tenancy hereby created,
Lessee shall surrender the Premises in the same condition as the Premises were in upon delivery
of possession thereto under this Lease, reasonable weaz and tear excepted, and shall surrender all
keys for the Premises to Lessor at the place then fixed for the payment of rent, and shall inform
Lessor of all combinations on locks, safes and vaults, if any, in the Premises. Notwithstanding
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anything herein to the contrazy, all air conditioning systems and equipment, air handlers and
ducts servicing the Premises shall be and remain the property of the Lessor.
ARTICLE IX
NON-LIABILITY OF LESSOR
Section 9.01. Assumption of Risk by Lessee. Lessor shall not be liable to Lessee for
any damages occasioned by electricity, plumbing, gas, water, sprinkler or other pipes and sewage
system or by the bursting, leaking or overflowing or running of any tank, washstand, closet or
waste or other pipes in or about the Premises or the building of which they are a part, nor for any
damage occasioned by water coming into the Premises for any source whatsoever or for any
damage arising from any act of neglect of a co-Lessee, or other occupants of the Project, or of
adjacent property, or the public. All property of Lessee kept or stored on the Premises shall be
so kept or stored at the risk of Lessee only, and Lessee shall hold Lessor harmless from any
claims arising out of damage to the same including subrogation claims by Lessee's insurance
carriers unless such damage shall be caused by the willful act or gross neglect of Lessor.
ARTICLE X
INSURANCE
Section 10.01. Liability Insurance; Business Interruption Insurance; County As Self
Insured Entity: Public Liability and Property Damage. Lessor and County acknowledge and
agree that County 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.
Section 10.02. Lessee's Liability for Increased Fire Insurance. Lessee agrees that it
will not keep, use, sell or offer for sale in or upon the Premises any article which may be
prohibited by the standard form of fire insurance policy. Lessee agrees to pay as additional
rental any increase in premiums for fire and extended coverage insurance that may be charged
during the Term on the amount of such insurance to be carried by Lessor on the Premises or the
building of which the Premises aze part, resulting from a change in the type of merchandise sold
in the Premises by Lessee, whether or not Lessor has consented to the same.
Section 10.03. Indemni£?cation of Lessor. Lessee will indemnify Lessor and Lessor's
agents and save Lessor harmless from and against any and all claims, actions, damages, liability
and expense in connection with loss of life, personal injury and/or damage to property azising
from or out of any occurrence in, upon or at the Premises, or arising out of the occupancy or use
by Lessee of the Premises or any part thereof, or occasioned wholly or in part by any act or
omission of Lessee, its agents, contractors, employees, servants, sublessees or concessionaires,
but excepting acts which are wholly or partially attributable to Lessor's willful act or gross
negligence.
Section 10.04. Waiver of Subrogation. Notwithstanding anything herein to the
contrary, the parties release each other, and their respective authorized representatives, from any
claims for damage to any person or to the Premises or to the fixtures, personal property, Lessee's
improvements and alterations of either Lessor or Lessee in or on the Premises that aze caused by
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or result from a risk insured against under any insurance policies carried by the parties and in
force at the time of any such damage.
ARTICLE XI
UTILITIES
Section 11.01. Utility Charges. Lessee shall at its own expense install any meters
recording the amount of electricity furnished exclusively to the Premises. Lessee will arrange
for and procure, at Lessee's sole cost and expense, all utility hookups and to pay for all
electricity, telephone, cable service and other similar utility rates for utilities to the Premises, and
all other charges incurred by it in connection with its use and enjoyment of the Premises on or
before the dates upon which such utility rates and charges become delinquent. In no event shall
Lessor be liable for interruption or failure in the supply of any such utilities to the Premises.
Section 11.02. Check Meters. If Lessee is consuming or using an extraordinary amount
of any utilities furnished to Lessee and others by Lessor as part of the common expenses, Lessor
shall have the right, in Lessor's reasonable discretion, to require the installation of check meters.
Lessee shall be responsible for the cost of the installation of such check meters and for the cost
of the excess consumption or use.
ARTICLE XII
SUBORDINATION
Section 12.1. Lease Subject to Master Lease. This Lease shall be subject and
subordinate to any lease senior to this Lease and in the event of any inconsistency between the
terms of this Lease and any senior lease, the terms of the senior lease shall control. Lessee shall
not do or omit to do any act which could cause Lessor to be in default under any senior lease.
ARTICLE XIII
ASSIGNMENT AND SUBLETTING
Section 13.01. Restrictions on Assignment and Subletting. Lessee shall not assign
this Lease, or any interest herein, and shall not sublet the Premises or any part thereof, or any
right or privilege appurtenant thereto, or suffer any other person (the agents and servants of
Lessee excepted) to occupy or use the Premises, or any portion thereof, without the prior written
consent of Lessor.
Section 13.02. Corporate Ownership. If Lessee is a Corporation, and at any time
during the Term any part or all of the corporate shazes of Lessee shall be transferred by sale,
assignment, bequest, inheritance, operation of law or other disposition so as to result in a change
in the present effective voting control of Lessee by the person or persons owning a majority of
said corporate shares on the date of this Lease, Lessee shall promptly notify Lessor in writing of
such change and Lessor may terminate this Lease any time after such change in control by giving
Lessee ninety (90) days prior written notice of such termination.
Section 13.03. No Release of Lessee. If this Lease is assigned, Lessor may collect rent
from the assignee and apply the net amount collected to the rent herein reserved, but no such
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assignment shall be construed as a release of Lessee From the further performance by Lessee of
covenants on the part of Lessee herein contained. Notwithstanding any assignrent or sublease,
Lessee shall remain fully liable on this Lease and shall not be released from performing any of
the terms, covenants and conditions of this Lease.
ARTICLE XIV
WASTE, GOVERNMENTAL REGULATIONS
Section 14.01. Waste or Nuisance. Lessee shall not commit or suffer to be committed
any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet
enjoyment of any other Lessee in the building or Phase in which the Premises is located, or
which may disturb the quiet enjoyment of any person within five hundred (500) feet of the
boundaries of the building of which the Premises are a part.
Section 14.02. Government Regulations. Lessee shall, at Lessee's sole cost and
expense, comply with all of the requirements of all city, county, state, federal and other
applicable governmental authorities, now in force or which may hereafter be in force pertaining
to the Premises, and shall faithfully observe in the use of the Premises all city and county
ordinances, and state and federal statutes now in force for which may hereafter be in force;
provided, however, that Lessee shall have no obligation to comply with any rules, regulations
and laws which may require structure alterations, structural changes, structural repairs or
structural additions to the Premises without the Lessor's consent.
Section 14.03. Hazardous Materials. Lessee will keep and maintain the Premises in
compliance with, and shall not cause the Premises or the Project to be in violation of any
Hazadous Materials Laws (hereinafter defined), and shall not use, generate, manufacture, treat,
handle, refine, produce, process, store, discharge, release, and dispose of or allow any Hazardous
Materials (hereinafter defined) in, on or under the Premises or the property on which the
Premises are a part in violation any Hazadous Materials Laws.
Lessee shall indemnify, defend and hold harmless Lessor, its partners, employees, agents,
successors and assigns from any loss, damage, cost, expense or liability, direct or indirect,
arising out of or attributable to the violation by Lessee or any person under Lessee of any
Hazardous Materials Laws or the unlawful use, generation, manufacture, treatment, handling,
refining, dischazge, disposal or presence of Hazardous Materials in, on or under the Premises or
the property of which the Premises are a part, including, without limitation, all foreseeable and
unforeseeable consequential damages, the cost of any required or necessary repair, cleanup or
detoxification of the Premises or of the property of which the Premises are a part, and the
preparation and implementation of any closure, remedial or other required plans. In addition to
the foregoing, Lessee shall immediately advise Lessor in writing, if Lessee, at any time, becomes
awaze of any violation of any Hazardous Materials Laws or any claims made pursuant to any
Hazardous Materials Laws in respect of the Premises or the property of which the Premises are a
part.
As used in this Lease, the tenn "Hazadous Materials" means and includes any and all
radioactive materials, asbestos, organic compounds known as polychlorinated biphenyls,
chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous
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wastes, toxic substances, and any and all other substances or materials defined as or included in
the definition of "Hazazdous Substances", "Hazardous Wastes", "Hazardous Materials" or
"Toxic Substances" under or for the purposes of the Hazardous Materials Laws.
If Lessee fails to comply with the provisions of this paragraph prior to the expiration or
the earlier termination of the Term, or prior to Lessee's vacating the Premises, then upon the
expiration or the eazlier termination of the Lease Term or Lessee's vacation of the Premises,
Lessor shall have the option either to consider this Lease as having ended or to treat Lessee as a
holdover Lessee in possession of the Premises. However, Lessee will still be responsible for any
hazardous materials or contamination created during their tenancy, regazdless of whether the
lease has been terminated or expired.
ARTICLE XV
DESTRUCTION OF OR DAMAGE TO BUILDINGS
Section 15.01. Repairs by Lessor. If the Premises or any portion of the building in
which the Premises aze located should be damaged or destroyed during the Term hereof by any
casualty insured under the standard fire and extended coverage insurance policies, or should such
building be damaged to an extent less than twenty-five percent (25 percent) of the then tax
assessed value thereof by any other casualty, Lessor, subject to any delay for inability from
causes beyond Lessor's control, shall repair and/or rebuild to the same substantial condition in
which the same were immediately prior to such damage or destruction.
Section 15.02. Non-insured Casualty. If the building in which the Premises aze located
should be damaged or destroyed by a casualty not insurable under the standard fire and extended
coverage policies to the extent of twenty-five percent (25 percent) or more of the then tax
assessed value thereof, then Lessor may either terminate this Lease or elect to repair or restore
the damage or destruction, in which latter event Lessor shall repair and/or rebuild the same as
provided in section 15.01. Lessor shall advise Lessee in writing whether Lessor intends to
rebuild or repair within thirty (30) days after such casualty. If Lessor 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 Lessee shall cease business in the Premises. If
such damage or destruction occurs and this Lease is not so terminated by Lessor, this Lease shall
remain in full force and effect and the parties waive the provisions of any law to the contrary.
Lessor's obligations under this paragraph shall in no event exceed the scope of the work to be
done by Lessor in the original construction of said building and the Premises.
Section 15.03. Continuation of Business. Lessee agrees during any period of
reconstruction or repair of the Premises and/or of said building, to continue the operation of its
business in the Premises to the extent reasonably practicable from the standpoint of good
business.
Section 15.04. Repairs by Lessee. Lessee shall, in the event of any damage or
destruction affecting the Premises, unless this Lease shall be terminated as provided in section
15.02, forthwith replace or fully repair all plate glass, exterior signs, trade fixtures, equipment,
display cases, and other installations originally installed by Lessee. Lessor shall have no interest
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in the proceeds of any insurance carried by Lessee on Lessee's interest in this Lease and Lessee
shall have no interest in the proceeds of any insurance carried by Lessor.
ARTICLE XVI
EMINENT DOMAIN
Section 16.01. Automatic Termination of Lease. If the whole of the Premises shall be
taken by any public authority under the power of eminent domain, then the Term shall cease as
of the date possession is taken by such public authority and all rentals shall be paid up to such
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
Base Rent shall be reduced in the proportion the Gross Leasable Area taken bears to the Gross
Leasable Area demised, and Lessor, at Lessor's own cost and expense, shall make all necessary
repairs and alterations to the Premises required by such taking.
Section 16.02. Option to Cancel. If the remainder of the Premises cannot be made
Lesseeable for the purposes for which Lessee has been using the Premises, Lessee 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 Gross Leasable Area remains,
either party, by written notice to the other delivered on or before the date surrendering possession
to the public authority, may then terminate this Lease, effective as of such surrender of
possession. All compensation and damages of any type whatsoever awarded for any taking,
whole or partial, shall belong to and shall be the property of Lessor except as hereinafter
provided.
Section 16.03. Total Condemnation of Parking Area. If the whole of the common
pazking areas in the Project shall be acquired or condemned as aforesaid, then the Term shall
cease and terminate as of the date possession is taken in such proceeding unless Lessor shall take
immediate steps to provide other pazking facilities substantially equal to the previously existing
common pazking aeeas, and such substantially equal parking facilities shall be provided by
Lessor at Lessor's own expense within ninety (90) days from the date of acquisition. In the event
that Lessor shall provide such other substantially equal pazking facilities, then this Lease shall
continue in full force and effect without any reduction or abatement of rent.
Section 16.04. Partial Condemnation of Parking Areas. If any part of the pazking area
in the Project shall be acquired or condemned as aforesaid, and if, as a result thereof there shall
be less than one-half of the parking spaces existing prior to such acquisition, then the Term shall
cease and terminate as of the date possession is taken in such proceeding, unless Lessor shall
take immediate steps toward providing other pazking facilities substantially equal to the
previously existing common parking areas, in which event this Lease shall be unaffected and
remain in full force and effect without any reduction or abatement of rent. In the event of
termination of this Lease as aforesaid, Lessee shall have no claim against Lessor or the
condemning authority for the value of any of unexpired Term and rent shall be adjusted to the
date of said termination.
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Section 16.05. Lessee's Damages. Lessee shall have the right to claim and recover from
the condemning authority, but not from Lessor, such compensation as may be separately
awarded and recoverable by Lessee in Lessee's own right on account of any cost or loss to
which Lessee might be put in removing Lessee's merchandise, furniture, fixtures and equipment.
Section 16.06. Temporary Taking. In the event of condemnation of a leasehold
interest, i.e., a temporary taking, in all or portion of the Premises without the condemnation of
the fee simple title also, this Lease shall not terminate and such condemnation shall not excuse
Lessee from full performance of all of its covenants hereunder, but Lessee 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 reason of such condemnation, and Lessor'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 such time as Lessee 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. In the event 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, Lessee shall have ninety (90) days after the restoration of possession to it within which
to carry out its obligations under such covenant or covenants.
During such time as Lessee shall be out of possession of the Premises by reason of such
leasehold condemnation, Lessee shall pay to Lessor, in lieu of the Base Rent provided for above
and of any other payments required of Lessee hereunder, an annual rental equal to the average
aggregate annual rental paid by Lessee for the period either from the Commencement Date until
the condemning authority shall take possession, or during the preceding three (3) full calendar
years, whichever period is shorter. At any time after such condemnation proceedings are
commenced, Lessor shall have the right, at Lessor's option, to require Lessee to assign all
compensation and damages payable by the condemnor to Lessee to Lessor, to be held without
liability or interest thereon as security for the full performance of Lessee's covenants hereunder,
such compensation and damages received pursuant to said assignment may to be applied first to
payment of rents, taxes, assessments, insurance premiums and all other sums from time to time
payable by Lessee pursuant to the terms of this Lease as such sums fall due and the remainder, if
any, to be payable to Lessee, it being understood and agreed that such assignment shall not
relieve Lessee 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 Lessor.
ARTICLE XVII
DEFAULT OF LESSEE
Section 17.01. Right to Re-enter. In the event of any failure of Lessee to pay any
rental due hereunder within ten (10) days after written notice from Lessor that the same is
overdue and unpaid, or if Lessee shall become bankrupt or insolvent, or file any debtor
proceeding, or take or have taken against Lessee in any court pursuant to any statute of the
United States or of any state a petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee of all or A portion of Lessee's property, or if Lessee
makes an assignment for the benefit of creditors, or if Lessee shall abandon the Premises, or
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suffer this Lease to be taken under any writ of execution, then Lessor, besides other rights or
remedies Lessor may have, shall have the immediate right of re-entry and may remove all
persons and property from the Premises and such property maybe removed and stored in a public
warehouse or elsewhere at the cost of, and for the account of Lessee, all without service of notice
or resort to legal process and without being deemed guilty of trespass, or becoming liable for any
loss or damage which may be occasioned thereby.
Section 17.02. Other Default. It is mutually agreed that if Lessee shall be in default in
performing any of the terms or provisions of this Lease other than the provision requiring the
payment of rent, and if Lessor shall give to Lessee notice in writing of such default, and if Lessee
shall fail to cure such default within thirty (30) days after the date of receipt of such notice, or if
Lessee shall fail to use reasonable diligence in curing such default if the default is of such a
character as to require more than thirty (30) days to cure, then and in any such event Lessor may
cure such default for the account of and at the cost and expense of Lessee, and the sum so
expended by Lessor shall be deemed to be additional rent and on demand shall be paid by Lessee
on the day when rent shall next become due and payable.
Section 17.03. Right to Relet. Should Lessor elect to re-enter, as herein provided, or
should Lessor take possession pursuant to legal proceedings or pursuant to any notice provided
for by law, then Lessor may either terminate this Lease, or Lessor may from time to time without
terminating this Lease, make such alterations and repairs as may be necessary in order to relet
the Premises, and relet the Premises or any part thereof for such term or terms (which may be for
a term extending beyond the Term) and at such rental or rentals and upon such other terms and
conditions as Lessor in Lessor's sole discretion may deem advisable; upon each such re-letting
all rentals received by Lessor from such re-letting shall be applied, first, to the payment of any
indebtedness other than rent hereunder from Lessee to Lessor; second, to the payment of any
costs and expenses of such reletting, including brokerage fees and attorneys' fees and costs of
such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the
residue, if any, shall be held by Lessor and applied in payment of future rent as the same may
become due and payable hereunder.
If such rentals received from such re-letting during any month are less than that required
to be paid during that month by Lessee hereunder, Lessee shall pay any such deficiency to
Lessor before the end of such month. No such re-entry or taking possession of the Premises by
Lessor shall be construed as an election on Lessor's part to terminate this Lease unless written
notice of such intention is given to Lessee or unless the termination thereof is decreed by a court
of competent jurisdiction. Notwithstanding any such re-letting without termination, Lessor may
any time thereafter elect to terminate this Lease for such previous breach.
Section 17.04 Non-Waiver. The waiver by Lessor of any breach of any term, covenant
or condition herein contained shall not be deemed to be a waiver of such term, covenant or
condition or of any subsequent breach of the same or any other term, covenant or condition
herein contained. The subsequent acceptance of rent hereunder by Lessor shall not be deemed to
be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease,
other than the failure of Lessee to pay the particular rental so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of acceptance of such rent. No covenant, term
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or condition of this Lease shall be deemed to have been waived by Lessor unless such waiver is
in writing signed by Lessor.
Section 17.05. Interest on Unpaid Rent. Rent not paid when due shall bear interest
from the date due until paid at the maximum rate an individual is permitted by law to charge, but
in no event less than one and one-half percent (12 per month.
Section 17.06. Late Charge. Lessee acknowledges that late payment by Lessee to
Lessor of rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount
of such costs being extremely difficult and impractical to fix. Such costs include, without
limitation, processing accounting charges, and late charges that may be imposed on Lessor by the
terms of any encumbrance and note secured by an encumbrance covering the Premises.
Therefore, if any installment of rent due from Lessee is not received by Lessor when due, Lessee
shall pay to Lessor an additional sum of five percent (5%) of the overdue rent as a late charge.
The parties agree that this late charge represents a fair and reasonable estimate of the costs that
Lessor will incur by reason of late payment by Lessee. Acceptance of any late charge shall not
constitute a waiver of Lessee's default with respect to the overdue amount, or prevent Lessor
from exercising any of the rights and remedies available to Lessor.
Section 17.07. Waiver of Jury Trial and Counterclaim. The parties hereto shall and
they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of
the parties hereto against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Lessor and Lessee, Lessee's use or occupancy of
the Premises, and/or any claim of injury or damage. In the event Lessor commences any
proceedings for nonpayment of rent or for other charges payable by Lessee hereunder, Lessee
will not interpose any counterclaim of whatever nature or description in any such proceedings.
This shall not, however, be construed as a waiver of Lessee's rights to assert such claims in any
separate action or actions brought by Lessee.
ARTICLE XVIII
ACCESS BY LESSOR
Section 18.01. Right of Entry. Lessor or Lessoi s agents shall have the right, with
reasonable notice to Lessee, to enter the Premises during business hours to examine the same, to
show the Premises to prospective purchasers, or to make such repairs as Lessor may deem
necessary or desirable, and Lessor shall be allowed to take all materials into and upon the
Premises that may be required therefore without the same constituting an eviction of Lessee in
whole or in part and the rent reserved shall in no way abate while such repairs are being made,
by reason of loss or interruption of business of Lessee or otherwise. During the three months
prior to the expiration of the Term, Lessor may exhibit the Premises to prospective Lessees or
purchasers and place upon the Premises the usual notices "To Let" or "For Sale", which notices
Lessee shall permit to remain thereon without molestation.
• In the case of emergency, Landlord shall have the right to enter upon the premises with
prior oral consent of authorized County personnel including, but not limited to, the Elections
Program Administrator, the County Clerk of the County of Hawaii, or the Deputy County Clerk
of the County of Hawaii.
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ARTICLE XIX
QUIET ENJOYMENT; HOLDING OVER
Section 19.01. Lessor's Covenant. Lessor agrees to deliver to Lessee physical
possession of the Premises upon the commencement of the Term hereof, free and clear of all
Lessees and occupants, or liens, encumbrances or zoning violations which would interfere with
Lessee's use of the Premises. Upon payment by Lessee of the rents herein provided and upon the
observance and performance of all the covenants, terms and conditions on Lessee's part to be
observed and performed, Lessee shall peaceably and quietly hold and enjoy the Premises for the
Term hereby demised without hindrance or interruption, subject, nevertheless, to the terms,
covenants and conditions of this Lease.
Section 19.02. Holding Over. If Lessee shall, at the expiration or other termination of
this Lease, failed to yield the possession of the Premises to Lessor, Lessor shall have the option
to require Lessee to pay, and Lessee shall pay as liquidated damages for each day possession is
withheld, an amount equal to three hundred percent (300 of the amount of the daily rent
computed on the thirty-day-month basis. Any holding over after the expiration of the Term or
any renewal thereof, without the express written consent of Lessor, shall be construed to be a
tenancy from month to month at the rents herein specified (prorated on a monthly basis) and
shall otherwise be on the terms, covenants and conditions herein specified, so far as applicable.
ARTICLE XX
ATTORNEYS= FEES
Section 20.01. Lessee's Liability. In case Lessor shall, without fault on its part, be made
a party to any litigation commenced by or against Lessee arising out of Lessee's occupancy of
the Premises in which Lessee shall be found at fault, or in case suit shall be brought for the
recovery of possession of the Premises, for the recovery of rent or any other amount due under
the provisions of this Lease, or because of the breach of any other covenant herein contained, on
the part of Lessee to be kept and performed, and a breach shall be established, Lessee shall pay
to Lessor all expenses incurred in connection therewith, including reasonable attorneys' fees.
ARTICLE XXI
MISCELLANEOUS
Section 21.01. Accord and Satisfaction. No payments by Lessee or receipt by Lessor
of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement on any check or
payment as rent be deemed an accord and satisfaction, and Lessor may accept such check or
payment without prejudice to Lessor's right to recover the balance of such rent or pursue any
other remedy provided in this Lease.
Section 21.02. Entire Agreement. This lease and the exhibits attached hereto and
forming a part hereof set forth all the covenants, promises, agreements, conditions and
understandings between Lessor and Lessee concerning the Premises, and there are no covenants,
promises, agreements, conditions or understandings, either oral or written, between them other
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than as are herein set forth. Except as otherwise provided herein, no subsequent alteration,
amendment, changes or additions to this Lease shall be binding upon Lessor or Lessee unless
reduced to writing and signed by them.
Section 21.03. Lessor's Consent. In any case where Lessor's approval or consent is
required hereunder, except to the extent that it is otherwise expressly provided, such approval or
consent shall not be unreasonably or azbitrazily withheld, nor shall Lessor require the payment of
any money for the giving of such consent other than a reasonable chazge for the processing of the
application for the prepazation of the consent; and if Lessor shall neither approve nor disapprove
within thirty (30) days after written request for approval, approval shall be presumed.
Section 21.04. No Partnership Intended. It is expressly understood that Lessor does
not, in any way or for any purpose, become a partner of Lessee in the conduct of its business, or
otherwise, or joint venturer or a member of any joint enterprise with Lessee.
Section 21.05. Excuse of Lessor's Performance. Anything in this Lease to the contrary
notwithstanding, providing such cause is not due to the willful act or gross neglect of Lessor,
Lessor shall not be deemed in default with respect to the performance of any of the terms,
covenants and conditions of this Lease if the same shall be due to any strike, lockout, civil
commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power,
sabotage, governmental regulations or controls, governmental moratorium, inaction of
governmental officials, inability to obtain any material, service or financing, hurricane, storm,
earthquake, inclement weather, electrical power failure, act of God, or other cause beyond the
control of Lessor.
Section 21.06. Notices. (a) Any notice by Lessee to Lessor must be served by certified
or registered mail, posted prepaid, addressed to Lessor at the address set forth in the Special
Conditions of this Lease, or at such other address as Lessor may designate by written notice; (b.)
Any notice by Lessor to Lessee must be served by certified or registered mail, posted prepaid,
addressed to Lessee at the address shown in the Special Conditions of this Lease or at such other
address as Lessee shall designate by written notice; (c) 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.
Section 21.07. Captions and Section Numbers. The captions, section numbers and
article numbers appearing in this Lease are inserted only as a matter of convenience and in no
way define, limit, construe or describe the scope or intent of such sections or articles of this
Lease nor in any way affect this Lease.
Section 21.08. Successors and Assigns. All rights and liabilities herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the successors and assigns of
the said parties.
Section 21.09. Recordation. Lessee agrees that neither this Lease nor any memorandum
hereof shall be recorded.
Section 21.10. Time of Essence. Time and performance hereof are of the essence of this
Lease.
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Section 21.11. Renewal. Lessor shall have no obligation to extend or renew this Lease
upon termination or to enter into another lease of the Premises with Lessee upon termination of
this Lease. Upon termination of this Lease, Lessor may lease the Premises to whomever Lessor
chooses for the operation therein of a business that is the same or different from that operated by
Lessee in the Premises.
Section 21.12. Hold Harmless. Lessor shall indemnify and hold harmless Lessee from
all damages or losses suffered and claims advanced by third persons and arising out of Lessoi s,
its employees, or agent's negligence, which is, in any manner, connected with the use, ownership
or occupancy of the Premises or arising out of or connected with any breach of any term or
condition of this Lease by Lessor.
Section 21.13 Sale by Lessor. In the event of the sale or conveyance by Lessor of the
Premises and the land of which the Premises are a part, the same shall operate to release Lessor
from any future liability upon any of the covenants or conditions, expressed or implied, herein
contained in favor of Lessee, and in such event Lessee agrees to look solely to the successor in
interest affected by any such sale, and Lessee agrees to attorn to the purchaser or assignee.
Section 21.14. Joint and Several Obligations. In any case where this Lease is signed
by more than one (1) person, the obligations hereunder shall be joint and several.
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