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RES 069 Draft 01 2012-2014
\,1% • COUNTY OF HAWAII "'�`�' � "' STATE OF HAWAII . �rEOf•M,.M . RESOLUTION NO. 69 13 RESOLUTION ACCEPTING THE NEGOTIATED LEASE AGREEMENT FOR HAMAKUA LANDS IDENTIFIED AS TAX MAP KEYS (3) 4-3-009-024, 4-3-009-053, 4-3-009-054, 4-3-009- 061,4-3-011-001, 4-3-011-062 AND 4-3-011-064 WITH LAU RANCH, PURSUANT TO SECTION 2-114 OF THE HAWAII COUNTY CODE. BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII: WHEREAS, Resolution 38-11 authorized the lease of certain County of Hawai`i owned lands in the District of Hamakua, County and State of Hawai`i, and required that the negotiated lease agreement for those lands be accepted by the County Council pursuant to Section 2-114(d) of the Hawai`i County Code; and WHEREAS, pursuant to Resolution 38-11 negotiated agreements for those lands identified within said resolution were obtained and are hereby presented for acceptance by the County Council; and WHEREAS, the negotiated lease agreement with Lau Ranch attached hereto as Exhibit "A" for Tax Map Keys (3) 4-3-009-024, 4-3-009-053, 4-3-009-054, 4-3-009-061, 4-3-011-001, 4-3-011- 062 and 4-3-011-064 is presented to the County Council pursuant to Resolution 38-11; and WHEREAS, pursuant to Section 2-114(d) of the Hawai`i County Code, the Council may require in the initial resolution that the negotiated agreement be accepted by the Council; now, therefore, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that the negotiated lease of Tax Map Keys (3) 4-3-009-024, 4-3-009-053, 4-3-009-054, 4-3-009-061, 4-3-011- 001, 4-3-011-062 and 4-3-011-064 to Lau Ranch under the terms and conditions as noted in the Lease attached hereto as Exhibit "A" is hereby accepted. BE IT FINALLY RESOLVED that a copy of this resolution be forwarded to: (1) Mayor William P. Kenoi; (2) Nancy Crawford, Director of Finance; (3) Craig T. Masuda, Deputy Corporation Counsel, and (4) Lau Ranch, P.O. Box 1695, Kamuela, Hawai`i 96743. Dated at Kona , Hawai`i, this 28th day of March , 2013. INTRODUCED BY: COUNCIL MEMBER, COUNTY OF HAWAII COUNTY COUNCIL ROLL CALL VOTE County of Hawai`i AYES NOES ABS EX Hilo, Hawai`i EOFF X FORD X I hereby certify that the foregoing RESOLUTION was by ILAGAN X the vote indicated to the right hereof adopted by the COUNCIL of the KANUHA County of Hawaii on March 28, 2013 X KERN X ONISHI X ATTEST: POINDEXTER X WILLE X YOSHIMOTO X 9 0 0 0 Reference: C-15 8/FC-47 COUNTY CLERK CHAIRPERSON& PRESIDING OFFICER RESOLUTION NO. 69 1 Exhibit "A" w z. LAND COURT sp y GULAR SYSTEM (AREA ABOVE RESERVED " RECORDING INFORMATIO After Recordation, Return by ®Mail or Pick ? Pho # FILL IN NAME AND ADDRESS BELOW: , , Office of the Corporation Or un 1 ( ) 333 Kilauea Avenue, 2"d Floor ', " , � , Hilo, Hawaii 967 1' y � � -,ESP . DOCUMENT CONTAINS PAGES ,AX '4Filk*k dr yy TI UNA F DOCU T: h.,ASE PARTIES ,DOCUM T it t' LESSOR: COU Y OF HAWAII IP-5 ni Street `,Hawai`i 96720 LESSEE: LAU RANCH P.O. Box 1695 Kamuela, Hawai`i 96743 AFFECTS TAX MAP KEY: (3) 4-3-009:024, 053,054,061 & (3) 4-3-011:001,062,064 TABLE OF CONTENTS Page TERM OF LEASE 1 ANNUAL RENTAL 1 REOPENING OF ANNUAL RENTAL 2 ,, RESERVATIONS : ',,� 1. Minerals and waters Ntkz, 2 2 . Ownership of improvements* . rp,.. Ai 2 AGREEMENTS AND COVENANTS BETWE •ARTI S : ' I 1 . Payment of rent ;,u ( `° 2 . Taxes, assessments, etc , . y 3 A 3 . Utility servi -s 3 4 . Covenant ag--' iscrimina' on 3 5 . Sanitation . . 4 . . ., 3 6 . Waste and unlawl, /i, roper oi- ofg*nsive use o remises' 7 . Comp ith laW ' 3 8 . in (i' tion premi 4 9 . Im. ; ements 4 10 . Repair i rovemen 4 1 ,+-'" Chter useJfr Assign nts tc ' 4 14 Subletti .q 4 15 "1ndemnity 4 16 . CSts of ltigaEion 5 17 . Lia ;%lity idsurance 5 18 . Bond,* erfq ance 6 19 . Lessors n 7 20 . Mortgag . 7 21 . Breach 7 22 . Right of holder of record of a security interest 8 23 . Condemnation 9 24 . Right to enter 9 25 . Inspection by prospective bidders 10 i TABLE OF CONTENTS (cont 'd) Page 26 . Acceptance of rent not a waiver 10 27 . Extension of time 10 28 . Justification of sureties 10 29 . Waiver, modification, reimposition of bond and liability insurance provisions 11 30 . Quiet enjoyment 11 31 . Surrender A' 16 11 32 . Non-warranty f 12 33 . Hazardous materials �� j� K,, 12 34 . Hawaii law % . r 12 35 . Exhibits - Incorporation in le e ` : 13 36 . Headings 13 37 . Partial invalidity .. 13 38 . Time is of the essec 0 . . . 13 39 . Historic preservation . . j. 13 40 . Incorporation ,.,,.y reference' . . . 13 SPECIAL CONDITIONS: "x ,. 41 . Full ut ' lization of the and .' 13 42 . Good ry and o rvaion ®rogram 13 43 . Bo ,ry f yes �t" y eN 14 44 . Exion ofw nimals from fdst lands 14 45 . Withdrawal 14 46 -aran, 15 Res " cti. H on resident al use 15 i4 , Hunt his, „� 15 49 Audit t examination of books, etc . 15 50 . Commercial opera ins 15 51 . aindoned hict s 15 5 2 . E n tonmentl regulations 16 53 . Fire and e nded coverage insurance 16 54 . Remova1o: `�rash 16 55 . Phase I - ,vironmental site assessment 17 56 . Survey and boundary stakeout 17 57 . Improvements 17 58 . Bond, improvement 17 59 . Fire and extended coverage insurance 18 DEFINITIONS 18 SIGNATURE PAGE 20 NOTARY PAGE 21 ii LEASE THIS LEASE, made this day of , 2012, by and between the COUNTY OF HAWAII, a municipal corporation, 25 Aupuni Street, Hilo, Hawaii hereinafter referred to as the "Lessor, " and LAU RANCH, whose address is P.O. Box 1695, Kamuela, HI 96743 , hereinafter referred to as the "Lessee. " WITNESSETH: The Lessor, pursuant to Res.. ion -11, for and in consideration of the rent to be paid ® rd tithe terms, covenants and conditions herein contained, a or�the Dart of the Lessee to be kept, observed and performed, e le '` e urn,, the Lessee, and the Lessee does lease from the . : ssor he premi situate at Hamakua Hawaii, and identifis " TMK(s) (3) 4-309 024 & (3) 4-3-009 : 053 , 054, 061 & 4-3-T 1i'" •01,' .2, 064 , " cont4,9` g an area of 313 . 398 acres shown on t *map marked Exhibit "A" attached hevto and ma. r -s hereof . NOTICE: TH 3PI M S SHALL b,;T BE UTILIZED IN ANY MANNER FOR RESEARCH, DEVELOPEM T,FRODUCTI9 DR CULTIVATION OF GENETICALLY MODI =D ORGANII ( j". PRODUC _ >. TO ; E AND NO HOLD' e lease premises unto the Lessee for the term s Ten i10 ) y rs, conencing on the day of ,;v tip 20 , up to and including the da , , :1*!'' , unless sooner termi Wed as " ein tter pro- ^ . :-, the Lessor reserving and the Less;. ielding d pa - ng to the Lessor at the Department of Finance % ounty o awaf , an annual rental as provided herein below, pa le in a Vanceal thout notice or demand, in equal quarterly i Otallmen!s on k` of each and ery yea during the term as follows : A. F• ' °e first ten (10) years, the sum of eighteen thousand nine hunt d eighty DOLLARS ($ 18, 980 . 00 ) per annum. B. The annual rental reserved shall be reopened and redetermined on or before sixty (60) days prior to the expiration of the lease. C. Determination of rent upon reopening. The rental for any ensuing period shall be the fair market rental negotiated at the time of reopening. RESERVING UNTO THE LESSOR THE FOLLOWING: 1 1 . Minerals and waters . (a) All minerals as hereinafter defined, in, on or under the premises and the right, on its own behalf or through persons authorized by it, to prospect for, mine and remove the minerals and to occupy and use so much of the surface of the ground as may be required for all purposes reasonably extending to the mining and removal of the minerals by any means whatsoever, including strip mining. "Minerals, " as used herein, shall mean anAOr all oil, gas, coal, phosphate, sodium, sulphur, iron, titans,°° , gold, silver, ,s.s, bauxite, bauxitic clay, diaspore, boe ` ' , la rite, gibbsite, alumina, all ores of aluminum and, wi4" oulti,imitation thereon, all other mineral substances and c),,,! dttpsi'N4 whether solid, gaseous or liquid, including all �. . ermal reources, in, on, or under the land, fast or submer• ; pr. ,ided, that "minerals" shall not include sand, graves rock or other material suitable for use and used in general cons° ruct on in furthe . e of the Lessee ' s permitted activities on G"1e •, ` ises and nq for sale to others. (b) All surface and groun� .tom s appurte ant to the premises and the righ s own behalf or through persons authorized by it, to p_ r" 'divert or impound the same and to occupy and use so much of he ` -mises re ui . in the exercise of this right res-rved; pr�o ' ded, ,cwever, . at as a condition precedent to t ercise by theOLesso of'46he rights reserved in this � ara ra � just "� p mensah' n shal e paid to the Lessee for P g x . any of Lesser improve�, ents t en. y, Own ,y o ,; improvements. The ownership of all improv� =nts " wha er ki7n114.rWature, including but not limi to fence and 4stockwater' system (s) located on the land prior to or on thwomMt4pement date of this lease, excluding those imp , vements 4c nstr` d during the term of this lease unless prov red othe ,viseF. A SUBJ TO e rights of native tenants and to regulatory right- _ ' ownership rights (if any) of the State of Hawai 'i establish ;:'pursuant to state law including chapter 6E, Hawai 'i Revised Statutes, over prehistoric or historic remains found in, on, or under the land. THE LESSEE COVENANTS AND AGREES WITH THE LESSOR AS FOLLOWS : 1 . Payment of rent. The Lessee shall pay the rent to the Lessor at the times, in the manner and form provided in this lease and at the place specified above, or at any other place the 2 Lessor may from time to time designate, in legal tender of the United States of America. 2 . Taxes, assessments, etc. The Lessee shall pay or cause to be paid, when due, the amount of all taxes, rates, and assessments of every description as to which the premises or any part, or any improvements, or the Lessor or Lessee, are now or may be assessed or become liable by authority of law during the term of this lease; provided, however, th. with respect to any assessment made under any betterment or .2txpment law which may be payable in installments, Lessee shti��e re�ired to p y onl y those installments, together with 7.77estNwhich ich becomes due and payable during the term of this le e 3 . Utility service The lessee sh- be responsible for obtaining any utility sere es and shall pay ,.en due all charges, duties and rates of eve deription, inc ' g water, sewer, gas, refuse collection or g447 . ryer charges, ° - to which the premises or any par„ or any im ' effnts, or t' 'e Lessor or Lessee may become ,9F during t e term, whether assessed to or payable by the Les .r .r ssee. 4 . Covenant agnst • rimina a� n. The use and enjoyment of t m . ®,' ses sh11 •te, in 'support of any policy which discri Yetes a• inst a .ne bas `0 pon race, creed, sex, color, natio origin, religi. , mari'�� 1 status, familial status, ancestry, t`;, .hys al handicap,, disability, age or HIV (human ',1610 or .deflc`' n , s) i tion. 5 . S ,a,ita .n. The ' essee shall keep the premises and imp .,vements i = a s ,ictly clean, sanitary and orderly conditioril1/4 g 6 Waste Ind unlawful, im.ro.er or offensive use of premises . The ' esse _hall not commit, suffer or permit to be committed any wa= e ' uisance, strip, or unlawful, improper or offensive use of -` premises or any part, nor, without the prior written consent of the Lessor, cut down, remove or destroy, or suffer to be cut down, removed or destroyed, any trees now growing on the premises . 7 . Compliance with laws . The Lessee shall comply with all of the requirements of all municipal, state, and federal authorities and observe all municipal, state and federal laws applicable to the premises, now in force or which may be in force. 3 8 . Inspection of premises. The Lessee shall permit the Lessor and its agents, at all reasonable times during the lease term, to enter the premises and examine the state of its repair and condition. 9 . Improvements . The Lessee shall not at any time during the term construct, place, maintain or install on the premises any building, structure or improvement of any kind and description except with the prior written . roval of the Director, including any adjustment of r .anless otherwise y provided in this lease. The Lessee s ;,Mown " , ese improvements until the expiration or other termina $on�*4,, the lease, at which time the ownership shall, at the ot:= io �.,of t Lessor, remain and become the property of the Lesso , ha be ' -moved by Lessee at Lessee' s sole cost and expe • % or 10 . Repairs to imp o e nentF The Lessee Al, at its own expense, keep, repair, and mata .all buildin vand improvements now existi • or herea c hstructed 8r installed on the premises in go "�® r, Condit n and repair, reasonable wear and tear excepte 11 . Li ns. The ossee all no ommit or suffer any act or neglect esults1 'n e mis, any improvement, or the leasehol• ';state d the L =ee b s., g subject to any attachment, • char ;, or e �",,umbran , except as provided in this lease, and all tademnify,Vqend, and hold the Lessor harmles ands � 1 at.-el bents, liens, charges, and encum.�� fA 4 'e ces � all��j 'esulti enses . 12 . Chat/ cte of use. The Lessee shall use or allow the premises leasediko be d solely for " Pasture " purpose (s) A 13 . si• " ents, etc. The Lessee shall not transfer, assign, or permi " -°''other person to occupy or use the premises, or any portion, o : ransfer or assign this lease or any interest, either voluntarily or by operation of law, except by way of devise, bequest, or intestate succession, and any transfer or assignment made shall be null and void. 14 . Subletting. The Lessee shall not rent or sublet the whole or any portion of the premises . 15 . Indemnity. The Lessee shall indemnify, defend, and hold the Lessor harmless from and against any claim or demand for loss, liability, or damage, including claims for bodily 4 injury, wrongful death, or property damage, arising out of or resulting from: 1) any act or omission on the part of Lessee relating to Lessee' s use, occupancy, maintenance, or enjoyment of the premises; 2) any failure on the part of the Lessee to maintain the premises and sidewalks, roadways and parking areas adjacent thereto in Lessee ' s use and control, and including any accident, fire or nuisance, growing out of or caused by any failure on the part of the Lessee to maintain the premises in a safe condition; and 3) from and against a -actions, suits, damages, and claims by whomsoever brougI- t •r made by reason of the Lessee ' s non-observance or non-peror; ance of any of the terms, covenants, and conditions of $s lease or the rules, regulations, ordinances, and laws •_: t`* fed al, state, municipal or county governments . . 16 . Costs of liti• `on. In case the bkusor shall, without any fault on Lessor' s past, b made a party .:ny litigation commenced by or against th o%essee (othe an condemnation proceeding 4) , the Lesser shill pay all costs, including reasonable , !! ey' s fees, nd expenses incurred by or imposed on the Lessor fort Vlore, th y. essee shall pay all costs, including reasonable;, at orney' s fe s, pad expenses which may be incurred b or paid , the..,, ssor in nforcing the covenants and ---tee is of i ea in 'recovering possession of the premise'; or ins>the co 6' fiction 0;1' delinquent rental, taxes, and a ' .nd all other ch ,rges . v, ;$ Lia uranc- The Lessee shall procure and maint- ;#4 , at ,co and exp` ; , and acceptable to the Lessor, in f force an _eff t throug .ut the term of this lease, compreh ' ive general l ,-,bility insurance, or its equivalent, workers compensation. insu e in accordance with Hawai ' i law, and automo81 e/motorcycle nsurance with an insurance company or companies licensed or : uthorized to do business in the State of Hawai ' i with an • B ; rating of not less than "A- " or other comparable and e.' ,' ent industry rating, in an amount of at least $500, 000 . 00 .. r each occurrence and $1, 000, 000 . 00 aggregate, and with coverage terms acceptable to the Director. The policy or policies of insurance shall name the County of Hawai ' i as an additional insured and a copy shall be filed with the County of Hawai ' i, Department of Finance. The insurance shall cover the entire premises, including all buildings, improvements, and grounds and all roadways or sidewalks on or adjacent to the premises in the use or control of the Lessee. The Lessee, prior to entry and use of the premises or within fifteen (15) days from the effective date of this lease, 5 whichever is sooner, shall furnish the Lessor with a certificate (s) showing the policy(s) to be initially in force, keep the certificate (s) on deposit during the entire lease term, and furnish a like certificate (s) upon each renewal of the policy(s) . This insurance shall not be cancelled, limited in scope of coverage, or nonrenewed until after thirty (30) days written notice has been given to the Lessor. The Lessor may at any time require the Lessee to provide Lessor with copies of the insurance policy(s) that are or were in effect during the lease period. 40 ` 1, The Lessor shall retain the the,ffrightkat any time to review the coverage, form, and amount of e 'nsurae required by this lease. If, in the opinion of th- e' a.ofN,the surance provisions in this lease do no ovi.e adequatrotection for the Lessor, the Lessor may re 4re Lessee to obta ' insurance sufficient in coverage, form, a ., amount require' e .,®be reap able but shall be designed to as re protect • for and agai st the kind and extent of the ris 4 " , h exist alo.ithe time a change in insurance is required*" dssor shall notify Lessee in writing of changes in the insuranc'. re. rements�andessee shall deposit copies of acce tale insura e o n p p p y(s) o ertificate (s) thereof, with - sor inch p. ti the°'changes within thirty (30) days of eipt ;_- the n. ce . ���` :r 4,4„ 4x W; The pr urin of the inquired policy(s) of insurance shall n. " const e L imit ee' s liability under this lease y to release r relieve e Lessee of the indemnification prov :.ns and 6 uir ,,-nts of this lease. Notwithstanding the policy(° of insu '" ce, essee shall be obligated for the full and total,°- ount of �ny damage, injury, or loss caused by Lessee ' s negligence neglect connected with this lease. , It i iagre """ that any insurance maintained by the Lessor will appl excess of, and not contribute with, insurance provide .y Lessee ' s policy. 18 . Bond, performance. The Lessee shall, at its own cost and expense, within fifteen (15) days from the effective date of this lease, procure and deposit with the Lessor and thereafter keep in full force and effect during the term of this lease a good and sufficient surety bond, conditioned upon the full and faithful observance and performance by Lessee of all the terms, conditions, and covenants of this lease, in an amount equal to two times the annual rental then payable. This bond shall provide that in case of a breach or default of any of the 6 lease terms, covenants, conditions, and agreements, the full amount of the bond shall be paid to the Lessor as liquidated and ascertained damages and not as a penalty. 19 . Lessor' s lien. The Lessor shall have a lien on all the buildings and improvements placed on the premises by the Lessee, on all property kept or used on the premises, whether the same is exempt from execution or not and on the rents of all improvements and buildings located on the emises for all Lessor' s costs, attorney' s fees, rent r-i- v , for all taxes and assessments paid by the Lessor on beh. . bet-1;0i th'- Lessee, and for the payment of all money provided in isM -ase to be paid by the Lessee, and this lien shall contin - u it t" - amounts due are paid. k 20 . Mortgage. Exc- as provided in t s lease, the Lessee shall not mortgage, h •o cat or pledge t emises, any portion, or any interest in t "' 1: e without w prior written approval of the Director an* p y ortgage, -ypothecation, or pledge without the 4 oval shall . - null and void. Bitten consent of Upon due applic ion -;id with t - the Director, the Lessee ma , mort � •e this e-ase, or any interest, or c ,.,4-'4 „ securi ve t in he leasehold of the public land. the rtgage' d secur y: interest is to a recognized 1 �; g ins ' tution n eit lm the State of Hawaii or elsewhere in the mite. States, he. consent may extend to foreclo iw,� _nd sad,,- See ' s ,, , " erest at the foreclosure to any p ase ncl o, ng th _gee, without regard to whether or n. the purc ever . qualifi to lease, own, or otherwise acquire nd hold e la . or any interest . The interest of the mortgagee-71r holder" -hal b" • freely assignable. The term "holder" s 1 inclu - an ,;, surer or guarantor of the obligation or condition the mrtgage, including the Department of Housing and Urban Deve''a.men hrough the Federal Housing Administration, the Federal Natt;. a Mortgage Association, the Veterans Administration, t - mall Business Administration, Farmers Home Administration, or any other Federal agency and their respective successors and assigns or any lending institution authorized to do business in the State of Hawaii or elsewhere in the United States; provided, that the consent to mortgage to a non-governmental holder shall not confer any greater rights or powers in the holder than those which would be required by any of these Federal agencies . 21 . Breach. Time is of the essence in this agreement. If the Lessee shall fail to pay the rent, or any part thereof, at 7 the times and in the manner provided in this lease and this failure shall continue for a period of more than thirty (30) days after delivery by the Lessor of a written notice of breach or default and demand for cure, by personal service, registered mail or certified mail to the Lessee and to each holder of record having a security interest in the premises, or if the Lessee shall become bankrupt, or shall abandon the premises, or if this lease and premises shall be attached or taken by operation of law, or if any assignment is made of the 1'`,see ' s property for the benefit of creditors, or if Lessee JA NI to observe and perform any of the covenants, terms, . coons contained in - > this lease and on its part to be obs ed ift.d performed, and this failure shall continue for a perio• ,of':pore Nan sixty (60) days after delivery by the Lessor of .444,,*-Iteknoti4 of breach or default and demand for cure, b -rso -4l servic g , registered mail or certified mail to the Less' at its last knownl4ddress and to each holder of record having a ' urity interest in s- premises, the Lessor may, at once re-enter Se •,; ises, or ace. part, and upon or without the ent , at its o®,= •n , terminate his lease without prejudice to - vo, er remedy`nor right of action for arrears of rent or fo any • ceding oither breach of contract; and in the event of termiratio ..K, at the 'option of the Lessor, all buildings and im• ovements all --main an' •ecome the property of the Lessor .,*0;44'4::111 be re v- •y sse ; furthermore, Lessor shall retain rent aid in' vance '�°•e applied to any damages. '7, lb T.' Rig , . ®er o -cord of a security interest . In th- - t ent " Le w.r seeks orfeit the privilege, interest, or e e create by < ' - ,s lease each recorded holder of a securit ,;interest may, 6.tits option, cure or remedy the default or breach/ f rent p ent -,, ,„within thirty (30) days or any other default or (im.,each wi " in xty (60) days, from the date of receipt of the Lesso s notice, or within an additional period allowed by Less` fo food cause, and add the cost to the mortgage debt and :t ;° lien of the mortgage. Upon failure of the holder to exercis - ts option, the Lessor may: (a) pay to the holder from any moneys at its disposal, including the special land and development fund, the amount of the mortgage debt, together with interest and penalties, and secure an assignment of the debt and mortgage from the holder or if ownership of the privilege, interest, or estate shall have vested in the holder by way of foreclosure, or action in lieu thereof, the Lessor shall be entitled to the conveyance of the privilege, interest, or estate upon payment to the holder of the amount of the mortgage debt, including interest and penalties, and all reasonable expenses incurred by the holder in connection with the 8 foreclosure and preservation of its security interest, less appropriate credits, including income received from the privilege, interest, or estate subsequent to the foreclosure; or (b) if the property cannot be reasonably reassigned without loss to the County, then terminate the outstanding privilege, interest, or estate without prejudice to any other right or remedy for arrears of rent or for any preceding or other breach or default and use its best efforts to redispose of the affected land to a qualified and responsible permo, eee and clear of the mortgage and the debt secured; provided :t,' . reasonable delay .. by the Lessor in instituting or prosec it*rights or remedies shall not operate as a waiv- 0 of these rights or to deprive it of a remedy when it mays "ti otherwise hope to resolve the problems created by each or fault . The proceeds of any redisposition �'"1 be applied, - ' rst, to reimburse the Lessor for cost -nd expenses in connection with the redisposition; second, to' dii'z harge in full an `aid purchase price or other indebtedn °i: o4Ang the Less. in connection with the privilege, inte ° , , r estate erminated; third, to the mortgage *the extent Hof the value received by the County upon redis •siti• which exceeds the fair market lease value of the land as previ usl 'yM etermined. by ;the County' s appraiser; and fo rth, to the o r, of the' ivilege, interest, or estate . Ae Ik d 23 1ondemn ion. 4 at any time, during the term of this lease, any ., rtio ` of the premises should be condemned, or require• ` public i. --s,, th- --nt shall be reduced in propo •n to* le vglkie of t tion of the premises condemned. The see sha =,,be entitled to' receive from the condemning authors y (a) the lueyf •rowing crops, if any, which Lessee is not permitted to ha vest , (b) the proportionate value of the Lessee ' s permanent i "•rovements so taken in the proportion that it bears to the unexp/°. ed term of the lease; provided, that the Lessee may, in the arnative, remove and relocate its improvements to e mainder of the premises occupied by the Lessee . The Less 'shall not by reason of the condemnation be entitled to any claim against the Lessor for condemnation or indemnity for leasehold interest and all compensation payable or to be paid for or on account of the leasehold interest by reason of the condemnation shall be payable to and be the sole property of the Lessor. The foregoing rights of the Lessee shall not be exclusive of any other to which Lessee may be entitled by law. Where the portion taken renders the remainder unsuitable for the use or uses for which the premises were leased, the Lessee shall have the option to surrender this lease and be discharged and relieved from any further liability; provided, that Lessee may 9 remove the permanent improvements constructed, erected and placed by it within any reasonable period allowed by the Lessor. 24 . Right to enter. The Lessor and their agents or representatives shall have the right to enter and cross any portion of the premises for the purpose of performing any public or official duties; provided, however, in the exercise of these rights, the Lessor shall not interfere unreasonably with the Lessee or Lessee ' s lawful use and enjoyme� yof the premises . 25 . Inspection by prospecti � ' .idde The Lessor shall have the right to authorize an .ers�dp. or persons to enter upon and inspect the premises at a ,. rAsona e times following a published notice for its propose. • os ,..`# ion -c�r purposes of informing and apprising that p-F"' .n orpersons ' the condition of the premises preparatory t ` he proposed dispo- tion; provided, however, that any e t an nspection s1 .e conducted during reasonable hours t otice to e!rr is first given to the Lessee, an. shall, if L *see so re.uires, be made in the company o ,�Jjessee or ` esignated agents of the Lessee; provided, fury e lt,9,t no autlization shall be given more than two years before the tx.iratioA pf, he term of this lease. i 26 . Accept ce of d Bt not Waiver. The acceptance of rent by t k;/essor ` all no °,be ded*ed a waiver of any breach by the Lessee o \ ny t : m, cove - t4 or condition of this lease, nor of -;P4, ssor' 1ff re-- y for breach of covenant, nor of they,, ssor rig j' to dec1* ° d enforce a forfeiture for any brea and the 1ilu n. of the ssor to insist upon strict perform ce of an y erm `ovenant, or condition, or to exercise any optio kconferre > in one or more instances, shall not be construed a„a waive ,, or ikinquishment of any term, covenant, condition, ors ption 27 . Ee on of time. Notwithstanding any provision contained in thisl-a�� se, when applicable, the Director may for good cause shown, allow additional time beyond the time or times specified in this lease for the Lessee to comply, observe, and perform any of the lease terms, conditions, and covenants. 28 . Justification of sureties. Any bonds required by this lease shall be supported by the obligation of a corporate surety organized for the purpose of being a surety and qualified to do business in the State of Hawaii, or by not less than two personal sureties, corporate or individual, for which justifications shall be filed as provided in Section 78-20 , 10 Hawaii Revised Statutes; provided, however, the Lessee may furnish a bond in like amount, conditioned as aforesaid, executed by it alone as obligor, if, in lieu of any surety or sureties, it shall also furnish and at all times thereafter keep and maintain on deposit with the Lessor security in certified checks, certificates of deposit (payable on demand or after a period the Lessor may stipulate) , bonds, stocks or other negotiable securities properly endorsed, or execute and deliver to the Lessor a deed or deeds of trust of real pyo" erty, all of a character which is satisfactory to Less. �an F valued in the aggregate at not less than the princip00moun of the bond. It is agreed that the value of any secu �iesn. hich may be accepted and at any time thereafter held by4t,hetessdt shall be determined by the Lessor, and that the Lesse Tray, with ae approval of the Lessor, exchange other securits` or money for "kv of the deposited securities if in the .'udgment of the Lessor the substitute securities or money shall at least e. n value to those withdrawn. It is further-,,,,...g ,45,-, 1 that subsr,ution of sureties or the substitution of a .°`G i ' of securi" y for the obligation of a suret 'z. A reties ma , be made by the Lessee, but only upon the written. o se .;::,.of the Lessor and that until this consent is granted, which al �T , e discretionary with the Lessor, no surety shall b- release or reIa ved from any obligation. 29 y aiver,r modific ion, reimposition of bond and liability insurance pry isions . Upon 'substantial compliance by the Lessee with' e to s, cove :,nts, and conditions contained in this lea '4 its 5f obser ;�e'd or performed, the Lessor at its d' etio -W ay „-i k writing;, „ e or suspend the performance bonddr,, improverAot bond requirements or both or may, in writing, modify t4f partic '. r bond (s) or liability insurance requirements by reduci its amo' t; prod`-ided, however, that the Lessor reserves the ri . g ht t reac vate the bonds or reimpose the bond (s) or liability :, surance in and to their original tenor and form at any tiriftkthrphout the term of this lease. 30 . Qu' `; en 'o ent . The Lessor covenants and agrees with the Lessee that upon payment of the rent at the times and in the manner provided and the observance and performance of these covenants, terms, and conditions on the part of the Lessee to be observed and performed, the Lessee shall and may have, hold, possess, and enjoy the premises for the term of the lease, without hindrance or interruption by the Lessor or any other person or persons lawfully claiming by, through, or under it. 31 . Surrender. The Lessee shall, at the end of the term or other sooner termination of this lease, peaceably deliver 11 unto the Lessor possession of the premises in a clean and orderly condition, together with all improvements existing or constructed thereon or Lessee shall remove such improvements, at the option of the Lessor. Furthermore, upon the expiration, termination, or revocation of this lease, should the Lessee fail to remove any and all of Lessee ' s personal property from the premises, after notice thereof, the Lessor may remove any and all personal property from the premises and either deem the property abandoned and dispose of the property or place the .„4;' erty in storage at the cost and expense of Lessee, and theAr=`'gss' does agree to pay all costs and expenses for disposal, r " .i• al storage of the personal property. This provision shall s wive the termination of the lease. 14, N 32 . Non-warranty. Less` r oes not warrant the conditions of the premises, he same are being eased AS IS . 33 . Hazardous materials ee shall no,y cause or permit the escape, disp•,sal or relea ,, ofr:� any hazardous materials except as permitted b . �. Lessee still not allow the storage or use of such materi s n manner not sanctioned by law or by the highest standards • eva ®414ng in the i d stry for the storage and use o such materials�� for all w to be brought onto the premises a ,, materls. cep 4to se in the ordinary course of Les - ' s bu ness, �' then .' y after written notice is given to - or of -,e identity of such materials and upon Lessor' s consentyhich consent •e withheld at Lessor' s sole and abs. ^ ,w>, disc 3 any der or governmental agency shall r re•' re _-ting tto , tam whether or not there has been release w„of h. .rdous ma erials by Lessee, then the Lessee wall be responsible for the reasonable costs thereof . In addition, 4essee shall ex e affidavits, representations and the like from time t• tim tat Lessor' s request concerning Lessee ' s best nowled and belief regarding the presence of hazardous materials on the premises placed or released by Lessee. Lessee u ees to indemnify, defend, and hold Lessor harmless, from any damages and claims resulting from the release of hazardous materials on the premises occurring while Lessee is in possession, or elsewhere if caused by Lessee or persons acting under Lessee . These covenants shall survive the expiration or earlier termination of the lease. For the purpose of this lease "hazardous material" shall mean any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, or oil as defined in or pursuant to the Resource Conservation and Recovery Act, as 12 amended, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, the Federal Clean Water Act, or any other federal, state, or local environmental law, regulation, ordinance, rule, or by-law, whether existing as of the date hereof, previously enforced, or subsequently enacted. 34 . Hawai ' i law. This lease shall be construed, interpreted, and governed by the laws of the State of Hawai 'i . 35 . Exhibits - Incorporation l se. All exhibits referred to are attached to this leas hery are deemed incorporated by reference. O' 36 . Headings. The ar ,_ an par , aph headings herein are inserted only for c4Penienbe and re vence and shall in no way define, describe or,, mit the scope or ,tent of any provision of this lease. x ,4^ Nk 37 . Partial validity al* term, pro ' vision, covenant or condition , ,.s lease sTuld be held to be invalid, void or unenforceable, t "° ' . inder o his lease shall continue in full force and effect a s '» 1 in no `' i e affected, impaired or inva .ated the Eby. ':` / ime is of the essence in 38 ime i of the 4`sence all provisio this .ease %a . r-- ,.. , y. His 4 . . . :ervat ; In the event any historic offir prope es orria ites, :-4gs ined in section 6E-2, Hawai ' i Revi° .: Statutes,, ,,are ' and on t e premises, the Lessee and the Lessee ' gents, loy%s and representatives shall immediately stop all d utili45.tioneYwork or both and contact the Historic Prg ervatio41Off e in compliance with chapter 6E, Hawaii Revise° Statutes . 40 . I • .ration by reference . References in this lease to various q cell of land are in accordance with those designated in the Notice Of Lease and the Terms and Conditions Lease of County Lands which, together with the Addendum are incorporated and made a part of this lease . The terms of this lease shall govern where there is any inconsistency between the lease terms and the terms contained in the Addendum. SPECIAL CONDITIONS 41 . Full utilization of the land. The Lessee shall, 13 within the first year of the lease term, utilize the land under lease for the purposes for which this lease is sold, all in accordance with a conservation plan pursuant to paragraph 42, Good husbandry and conservation program of this lease. 42 . Good husbandry and conservation program. The Lessee shall at all times practice good husbandry and carry out a program of conservation in cooperation with the appropriate Soil and Water Conservation District, with whi...: ,,,district the Lessee shall maintain cooperative status . The s vation program shall be in accordance with a consery , pla which shall be submitted to the Director for accept- e within one (1) year following lease commencement . The ®on rvat ; n plan shall include, but not be limited to, • -e�pra tice as land clearing, cropping system, irrigation sys<,,em, drainage, noxious weed control and others needed to p '• ect the land against deterioration and to prevent n VoneVtal degradat provided, however, that this requirement ma be waived for le ; s with little or no apparent conservation 'p' m ls when verified by the appropriate Soil and W � E onservation District . In the event the activities of the e see ..n this regard shall be found to be unsatisfactory to the Dir tors, he Dire" r hall notify the Lessee and the Le see shall ` e re• ,. red, wit-in sixty (60) days of the notice, -w the f.`` 1 -n. , bmit proof satisfactory to the Director `' 44 43 . Bndarfences ' Th- Lessee shall, prior to animal . tion, n - am, l tock. .of fence along the entire outsi. 4 .erim °" r o he land", • lease where the fencing does not . exist, ard1"e s of wh- her the Lessee has an interest or ownership in a •in „ lands, and shall maintain these fences in good o'" 'er and ctc ditii _ti. hroughout the term of this lease and those now e'' ' sting o theremises . The Lessee shall, wholly at its own cost and expe =se, stake out the boundaries wherever necessary in c , orm 'ce with the legal descriptions provided in this lease. The ' . ;-n of installing and maintaining the boundary fences shall be ir s'ccordance with Part II of chapter 664, Hawaii Revised Statutes, which provides generally for the sharing of the costs by adjacent landowners or Lessees for the purpose of confining animals of each adjacent owner or Lessee unless the adjacent land is owned and not leased by the government. 44 . Exclusion of animals from forest lands. The Lessee shall at all times during the lease term keep its cattle, horses, and other grazing animals out of any forest reserve, if any, adjacent to the premises and shall take all reasonable 14 precautions to prevent forest fires, and in the event fires occur, it shall use all reasonable means at its command or under its control to have the fires speedily extinguished. 45 . Withdrawal . The Lessor shall have the right to withdraw the premises, or any portion, at any time during the term of this lease upon giving. reasonable notice and without compensation, except as otherwse provided in the lease, for public uses or purposes, including reside al, commercial, industrial, or resort developments, for s ucting new roads or extensions, or changes in line or gra ..,.. , exiting roads, for rights of way and easements of all ki s, ' id shall be subject to the right of the Director to remov Aso , ro" . or gravel as may be necessary for the constructio ' e 1 ":roa any ights of way within or without the premises;, ' w oviced, that lton the withdrawal, or upon the taki hich causes any portion of the land originally leased to beco : unusable for the t •�, ific use or uses for which it was leased, 1'h rent shall be ouced in proportion to the value ,;.f the land "+ thawn or made unusable, and if any permanent pement cons ; ucted upon the land by the Lessee is destroyed or%m !e4''6:: usable i he process of the withdrawal or taking, the op°.- ionate ut;' hall be paid based upon the unexpire. term of e le , prov., d, further, that no withdrawal or " hall b h , of those ortions of the land harvested, un. -'s the :irecto ays to , he Lessee the value of those crops ` L�°Yo r, 'v ". Cle• e� ,_., The Lessee shall be responsible for obtai al ces y fede . ,, 'state or county clearances, perm's ; or other s uth ' izations . 47 . Rest cti.on p residential use. The premises, or any portion . shall n , be ttilized for residential purposes. The construction .,., placement of any structure on the premises for residential purposes Fs strictly prohibited. 48 . Hunting. No hunting shall be allowed on the premises during the term of this lease. 49 . Audit and examination of books, etc . The Lessee shall, at all reasonable times, permit the Lessor or its authorized agents and employees, upon reasonable notice given by the Lessor, to audit, examine and to make copies of all books, accounts, records and receipts of the Lessee concerning its operations under this lease. 50 . Commercial operations. The Lessee, its employees, 15 customers, guests, agents or invitees shall not display or offer for sale or sell any article (s) or merchandise whatsoever within the premises without the prior written approval of the Lessor and upon such terms and conditions established by the Lessor. Except as otherwise provided in this lease, no commercial activities whatsoever shall be allowed within the premises without the prior written approval of the Lessor. 51 . Abandoned vehicles. Lesse- ° ; all take all steps necessary to prevent the placing or sto g .: abandoned vehicles within the premises . Any and all aba d ve Idles within the premises shall be removed by Lessee aR Les " e ' s cost and expense. 52 . Environmental regu, - ' ,i ns' Le ° -e shall comply with all applicable federal, s R - anccounty e Eironmental impact regulations, including, t not limited to apter 343, Hawaii Revised Statutes, as a e d, and regulation ' erning historic preservation. �4 tff 53 . Fire an,, ended coverage insurance. The Lessee, at its cost and expeng, shy procure = -nd maintain at all times during the term of this le se, f re and to red coverage insurance with an insurance comp y(s) lick -ed to do business in the State of Haq �`� 5.; insuri b i1din:s and improvements erected on t ". eased and in“e joinOames of Lessor and Lessee, with stand " d mortgage clause for Mortgagee, if any, as their interes may opear, ilkanTvamount equal to the replacet ost off` t Hf.,m: litie� `and shall pay the premiums at the t ' ' and ``- ice wired � �ythe policy. In the event total or partial loss, any proceeds derived f , ,m the policy(s) shall be used by the Lessee for rebuilding, , epairin ' ors:otherwise reinstating the same buildings in >4good a,i.4 substantial manner according to plans and specifications appro __ d in writing by the Director; provided, however, that wit h approval of the Lessor, the Lessee may instead surrender; ''is lease and pay the balance owing on any mortgage. Upon surrender of the lease, the Lessee shall then receive that portion of the insurance proceeds which the unexpired term of this lease, at the time of the loss or damage, bears to the whole of the term, with the Lessor to be paid the balance of the proceeds . The Lessee shall furnish the Lessor on or before the commencement date of this lease, a certificate showing the policy(s) to be in full force and effect and shall furnish a like certificate upon each renewal of the policy(s) . Each 16 certificate (s) shall contain or be accompanied by an assurance of the insurer not to cancel the insurance, limit the scope of the coverage, or fail or refuse to renew the policy(s) until after thirty (30) days written notice has been given to the Lessor. All rights or claims of subrogation against the County, its officers, employees, and agents are waived. 54 . Removal of trash. The Les . r;. shall be responsible for the removal of all trash upon the p �r$° s , whether or not placed on the premises by Lessee or wi; 1' r wi out Lessee' s consent, and whether or not placed onsrthe remises prior to the term of this lease. 55 . Phase I environ s al MAte asses ) ent. Prior to termination or revocation of - subject lease or e assignment of the leasehold, Lessee shal ' duct. a Phase I ens ,4' mental site assessment and conduct a com et batement ane ,.isposal, if necessary, satisfactory; o the stanc 1s required b (' the Federal Environmental Protect ' ` x °9fncy, the a .artment of Health, and the Department of Lan " ...an� N ural Reso ., ces . Failure to comply a with the provisions of thi p4; F raph sh&- t extend the term of this lease or _utomatica y pr . ;nt ter ation or revocation of the lease. - ` ector, t s �°.� e o.' ion, may refuse to approve term pion, -°vocat or as p ° ment unless this evaluation a r: ateme prove- :'.on ha '.een performed. In addition or in t1 alt°`=native, , he„Director may, at its sole option see s 4' .�. so, 9 range for performance of the lip/ prove , . s ofw is p agraph; 4 ,-.-,..costs and expenses of such perf. nce to b chaff. d to an. paid by Lessee . 1tp6 . Surv_, an. - ndar stakeout . The Lessee shall be solely resp sible f . and"survey and boundary stakeout of the leased premi . 57 . I =ments . The Lessee shall, at its own cost and expense, with'-i < one (1) year as of the date of lease commencement, complete the construction of boundary fencing and stock water system, at a cost of not less than One Hundred Thousand and NO/100 DOLLARS ($100, 000 . 00) ( "Building Requirement" ) , in accordance with plans and specifications submitted by the Lessee to and approved in writing by the Director and in full compliance with all applicable laws, ordinances, rules and regulations . 58 . Bond, improvement . The Lessee, upon submittal and written approval of the construction plan shall within sixty (60) 17 days procure and deposit with the Lessor a surety bond, acceptable to the Director, in an amount equal to the cost of construction of the Building Requirement, but in no event shall the amount be less than One Hundred Thousand and NO/100 DOLLARS ($100, 000 . 00) , which bond shall name the County as obligee, conditioned upon the faithful observance and performance of the Building Requirement contained in this lease, the completion of the Building Requirement on or before the specified date of completion free from all liens and claims d that the Lessee shall indemnify, defend, and hold the C• yarmless from all liens, suits, actions or damages aris ' 'tut o caused from or attributable to the work performed p "_-!uan to the Building Requirement . ~ 59 . Fire and extend-. ove`w ge insur_',ce. The Lessee, at its cost and expense, shah: .rocure and mainta at all times during the term of this lease, e a',3• extended co - � �e insurance with an insurance compa �� (s) - censed to • •usiness in the State of Hawaii, i uring all gs and im•rovements erected on the leased � 'n the joie, names of Lessor and Lessee, with the stan•:_r:` m: „ age cla - for Mortgagee, if any, as their interest may app- ,..litie j,,an amou e al to the replacement cost •f the fac' and sh pay the premiums at the time and p = - .uired d- t � •oli "y. In event if tota or pa al loss, any proceeds derived from the ."olic s) shal .•e used by the Lessee for rebuild' "�' epai h erwi' reinstating the same build' in •ood d subs : 9 - manner according to plans and spec .spec .14. at ions a •rov-,, in write:' g by the Director; provided, howeverthat wit he 4 •roval of the Lessor, the Lessee may instead s ender t ' s le. - 4"and pay the balance owing on any mortgage. ,,on surr° ider=-m f the lease, the Lessee shall then receive that •rtion `.f the insurance proceeds which the unexpired term th',,,t1 lease, at the time of the loss or damage, bears to the who • the term, with the Lessor to be paid the balance of the pr• °eds . The Lessee shall furnish the Lessor on or before the commencement date of this lease, a certificate showing the policy(s) to be in full force and effect and shall furnish a like certificate upon each renewal of the policy(s) . Each certificate (s) shall contain or be accompanied by an assurance of the insurer not to cancel the insurance, limit the scope of the coverage, or fail or refuse to renew the policy(s) until after thirty (30) days written notice has been given to the Lessor. 18 All rights or claims of subrogation against the County, its officers, employees, and agents are waived. DEFINITIONS 1 . The use of any gender shall include all genders, and if there is more than one lessee, the 4, 11 words used in the singular shall extend to and include th- " u 1 . 2 . As used in this lease, nless clearly repugnant to the context : (a) "Director" mean e Director of .,h . inance of the County of Hawai ' i or her desi*C7e. , (b) "Lessee" means and ..c u es the Less , its officers, employees, in tees, succ r or permit—ed assigns . , gets, (c) "Holde' o , re�coord of a burity interest" means a person who is the owner o pos sor of `kse urity interest in the land leased a d who has` f ile.A. .' th thelAartment of Land and Natural Resour - with t '- ! ea a, f Conveyances of the State of Hawaii a c of t ,.s inte %t . (d) "' emis " means the land leased and all buildings and imp u-:- - is nom; inaf constructed and installed on the 1.., lease 10 * (e) 414e"e" i cludes, but is not limited to, (1) permitting the premi es, biAny portion, to become unduly eroded or failure take pperp`recautions or make reasonable effort to prevent o correct the erosion; (2) permitting a substantial increase in no us -ds in uncultivated portions of the premises; and (3 ure to employ all of the usable portions of the premises . e,Nr IV (f) "Days" shall mean calendar days, unless otherwise specified. (g) "Noxious weed" means any plant species which is injurious, harmful, or deleterious or which may be likely to become so to the agricultural, horticultural, and livestock industries of the State, as determined by the Department of Agriculture of the State of Hawai ' i by administrative rules. 19 (h) "Pasture" means the conduct of livestock operation consisting of keeping cattle, primarily, and others, in a minor role, such as horses and sheep where animals graze the land for feed produced thereon. Compatible uses as woodland management, wildlife management and the cultivation of feed crops to be used strictly within the premises is permitted. The operation of commercial activities such as feedlots (excepting a private feedlot designed to feed the Lessee' s own cattle) , dairy milking parlors, or boarding of horses is not per !, ted. If (i) "Timber" means any tree,gz-',,anN19. within designated areas of the leased land W. ch :(fie covered by a woodland management plan. (j ) "Diversified ag ' ltu " means cultivation and harvesting of truck, orc . , flower or nurse s:. crops and shall not include or embrace - . ult ation and ha - y ing of grasses or forage crops . (k) "Gener.- , e. ' culture" " --ans the cultivation and harvesting of truck, c' °r flower o ;nursery crops and the grazing and pasturing of a ima . other t , `gs. vat ,p p (1) .dive ag n c4- u " � means the cultivation of truck, orchar« floweand cro• and any other agricultural allow4 under she co y zoning excluding pasture, raising an' als, an: ra sing of poultry. 3eiS 4.R0 IN z NES HEREO 'COUNTY OF HAWAII, by its Mayo as causes.,. the °"-al of t e County of Hawaii to be hereunt. .ffixed a'" • th arties hereto have caused these presentsa, be exec ed t F +ay, month and year first above written. 20 COUNTY OF HAWAII By William P. Kenoi Its Mayor AO,F LESSOR Y LAU AL 16„ AT `f ame.K APPROVED , 0 . '] 1e� o . Nib LESSEE NANCY CRAWFORD Director of Finance b t"> INgez ,44" APPROVED AS TO FORM: ' CRAIG T. MASUDA 440 Deputy Corporation Counsel Dated: 21 STATE OF HAWAII ) ) SS. COUNTY OF HAWAII ) On this day of , 2012, before me personally appeared , to me personally, who being by me duly sworn, did say that he/she is the _:.;;,,e, ..;..,,,, / ii. < '7 52.•I,,, :.*:.''''4' ' of LAU RANCH, and that the s-g` . -d to t1 instrument is the corporate seal of the corporation, and that the inst - ent *s sign;,and sealed in behalf of the corporation by authority of its board of directo .nd , y acknowledged the instrument to be the fre *. nd deed of the corporation , , Signature 'rGfH r '' �_ max. jF. b y Prlu 3 pe Narri A ,t,, otary Pub IF of Hawai`i Commission Expires: NOTA' R , ATI 1b'. Doc. S . Date: %. No. of Pages: x, ,„ Notary e ` Circuit Name: Doc. Description: 4. Notary Signature Date 22 STATE OF HAWAII ) ) SS. COUNTY OF HAWAII ) On this day of , 2012 before me personally appeared WILLIAM P. KENOI, to me personally known, who, bein g •:`'4 duly sworn, did say that he is the Mayor of the County of Hawai`i, a municipal corpo ii;, •n the State of Hawai`i, that the seal affixed to the foregoing instrument is the corL "" sea f said"County of Hawai`i, the sb, r foregoing instrument was signed and Seale■ •ehalf of the County of 1 •': ai`i b authority given to said Mayor of the County of Hawaii by , do �`. -1.3 and 13-13 o e County Charter, County of Hawai`i (20,1. Amended, and said WILLIAM P. KENOI acknowledged , %'04s, said instrument to be the free act and de* of s ,Cy a,ounty of =i. nature _ y 6 ` ,9, e Pri •r Type Name ''‘,,,,, ,c,..„, \ Notary Public, State of Hawai`i - My Commission Expires: 1 T ' CERTIFICATION Doc. D Or ate: No. of Pages: Notary Circuit Name: Doc. Description: 23 Notary Signature Date Ak 'L � 'A Nu J te di, 4 `y ,. f f ',,./' ',‘ -,/, : pk NIL d h i i r ,r kir Fib. ' 24 a 3 09 7 �` - Exhitlit A / '°LAr I ''',.-.4,- °j �9d l �1�_ \, I. 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