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HomeMy WebLinkAboutCOM 0369.000 2000-2002 ~Msr ®s y Harry Kim ~ y~.: William Takaba Director Mayor _ Nancy E. Crawford ~ a•;• Deputy Director ®jf.. ..a p TE OF•140'~ County of I3avvaii Finance Depart><nent 25 Aupuni Street, Room 1 l8 • Hilo, Hawaii 96720 (808)961-8234 • Fax (808)961-8248 October 1, 2001 Honorable James Arakaki, Chairperson and Members of the County Council Hawaii County Council 25 Aupuni Street Hilo, Hawaii 96720 Re: Resolution to Negotiate Lease Enclosed is a resolution authorizing the Director of Finance to negotiate a lease at O'okala County Gym and Park site to the Hamakua Diversified Agricultural Association, dba as the O'okala Community Center and Plantation Marketplace for the development of amulti-purpose center, that will include a community center, post office, and a multi- use production facility for farmers, artists, crafts people, and other producers of local products. The facility is intended to assist displaced sugar workers and low-income community residents to be self-sufficient through self-employment. If there are any questions, please do not hesitate to call the Department of Parks & Recreation. William Takaba Director of Finance APPROVED: Harry Kim Mayor Enc. cC: P&R Comm, Nc!e _ . Ref. 10: Ref. Uate.~~ j ~ ~~l~i DEPARTMENT OF FINANC'F REO ~ FOR COUNCIL. ArTmN DEPARTMENT: Parks and Recreation DATE: August 9, 2001 STAFF CONTACT: PHONE: 9f 1-8311 REQUEST: Authorization to lease O'okala Gym/Park site BACKGROUND AND JUSTIFICATION: The Hamakua Diversified Agricultural Association, dba The O'okala Community Center and Plantation Marketplace, desires to lease the O'okala Gyrn/Park site for the development of amulti-purpose center, that will include a community center, post office, and amulti-use production facility for farmers, artists, crafts people, and other producers of local products. The facility is intended to assist displaced sugar workers and low- income community residents to become self-sufficient through self- employment by providing opportunities for cooperative marketing, cooperative purchasing, business training, technical support, and opportunities for shared resources. Signed: ~G~~~ • Date: - D artment Head TABLE OF CONTENTS Lease for Hamakua Diversified Agricultural Association dba The O~okala Community Center and Plantation Marketplace PARAGRAPH PAGE A. The Lessor Covenants and Agrees with the Lessee: 1. Quiet Enjoyment 4 2. Term ~ 3. Rent 5 B. The Lessee Covenants and Agrees with the Lessor: 1. Utility Services 5 2. Covenant Against Discrimination 5 3. Sanitation, Etc. 5 4. Waste and Unlawful, Improper, or Offensive Use of Premises 5 5. Compliance with Laws, Etc. 5-6 6. Inspection of Premises 6 Improvements 6 8. Liens 6 9. Assignments, Etc. 6 10. Mortgage ~ 11. Indemnity ~ 12. Liability Insurance ~-g 13. Fire Insurance 8-9 14. Maintenance 9 15. Consent Required for Repairs and Renovations 9 16. Costs of Litigation 9 17. Entry by Lessor 10 18. Contracts for Construction 10 19. Condition of Premises 11 20. Notice 11 21. Use 11 22. Property Tax 11 23. Records 12 24. Non-Profit Status 12 25. Personal Property 12 26. Personnel 12 27. Surrender 12 28. Non-Waiver 13 29. Hold-over 13 30. Abandonment 13 31. Destruction, Etc. 13 32. Condemnation 14 3 3 . Breach 14 34. Headings 14 2 35. Complete Agreement 14 36. Lessee Not an Agent of Lessor 14-15 37. Forum Selection 15 3 This Lease, made this day of , 2001 by and between the COUNTY OF HAWAII, a municipal corporation of the State of Hawaii, by HARRY KIM, its Mayor, whose mailing address is 25 Aupuni Street, Hilo, Hawaii96720, hereinafter referred to as Lessor, and HAMAKUA DIVERSIFIED AGRICULTURAL ASSOCIATION, dba The O'OKALA COMMUNITY CENTER AND PLANTATION MARKETPLACE, whose mailing address is P.O. Box 369, Paauilo, Hawaii 96776, hereinafter referred to as Lessee; WITNESSETH: That the Lessor does hereby lease unto the Lessee the premises described as O'okala County Gym and Park, Tax Map Key 3-9-01-11, 16.123 acres, and more particularly described in Exhibit "A" attached hereto and made a part hereof. To have and to hold the demised premises during the period November 1, 2001 through October 31, 2021. A. THE LESSOR COVENANTS AND AGREES WITH THE LESSEE: 1. Quiet En~ment. That the Lessor hereby covenants and agrees with the Lessee that upon the observance and performance of the covenants, terms, and conditions hereof on the part of the Lessee to be observed and performed, the Lessee shall and may have, hold, possess, and enjoy the demised premises for the term hereby demised, without hindrance or interruption by the Lessor or any other person or persons lawfully claiming by, through, and under it, except for the Lessor's right of entry to make repairs, improvement, and inspections as set forth herein. 2. Term. The term of said lease shall be for a period of 20 years with renewal options of 5 year increments, from the date of occupancy of the premises by the Lessee, or unless sooner 4 terminated by either the Lessor or Lessee giving to the other at least thirty (30) days previous notice in writing of intention to terminate this lease. 3. Rent. The Lessee hereby covenants and agrees to pay the sum of $1.00 per year for the term of this lease. B. THE LESSEE COVENANTS AND AGREES WITH THE LESSOR: 1. Utility Services. That the Lessee shall pay when due, its share of all utility charges, duties, and rates of every description, including water, sewer, gas, electricity, refuse collection, or any other charges, pertaining to said demised premises, or any part thereof, or any improvements thereon. 2. Covenant Against Discrimination. That, except as may be provided in this lease or by law, the use and enjoyment of the premises shall not be in support of any policy which discriminates against anyone based upon race, creed, color, religion, sex, handicap, national origin, or familial status. 3. Sanitation, Etc. That the Lessee shall keep the demised premises in a strictly safe, clean, sanitary and orderly condition, in compliance with all applicable standards of the county, state, and federal governments. 4. Waste and Unlawful Impr^per, or Offensive Use of Premises. That the Lessee shall not commit, suffer, or permit to be committed any waste, nuisance, strip, or unlawful, improper, or offensive use of the demised premises, or any part thereof, 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 said premises. 5. Com l,~ce with Laws, Etc. That the Lessee shall comply with all of the requirements of all county, state, and federal authorities and observe all county ordinances and state and federal 5 _ . statutes, pertaining to the said premises, and pertaining to the Lessee's activities, now in force or which may hereinafter be in force, and comply with all applicable licensing requirements of the state and federal governments, and with all applicable accreditation and other standards of quality generally acceptable in the field of Lessee's activities. 6. Inspection of Premises. That the Lessee will permit the Lessor and its agents, at all reasonable times during the said term, to enter the demised premises and examine the state of repair and condition thereof, after the giving of 24 hours notice by the Lessor or its agents, except that in case of emergency, no notice need be given for entry. 7. Improvements. That the Lessee shall not at any time during said term construct, place, or install on said premises any building, structure, or improvement of any kind and description whatsoever, except with prior written approval of the Lessor and upon such conditions as the Lessor may impose, unless otherwise provided herein. 8. Liens. That the Lessee will not commit or suffer any act or neglect whereby the demised premises or any improvements thereon or the estate of the Lessee in the same shall become subject to any attachment, lien, charge, or encumbrance whatsoever, except as hereinafter provided, and shall indemnify and hold harmless the Lessor from and against all attachments, liens, charges, and encumbrances and all expenses resulting therefrom. 9. Assignments, Etc. That the Lessee shall not transfer, assign, or sublease the said premises or any portion thereof, nor permit any other person to occupy or use the said premises or any portion thereof except in furtherance of the uses expressly permitted in paragraph 21 herein and shall not transfer or assign or sublease this lease or any interest herein, either voluntarily or by operation of law, and any transfer or assignment so made shall be null and void. Lessor declares hat it enters into this lease on reliance on the specific identity of the Lessee. 6 10. Mort~aQe. That, except as provided herein, the Lessee shall not mortgage, hypothecate, or pledge the said premises or any portion thereof or this lease or any interest therein without the prior written approval of the Lessor and any such mortgage, hypothecation, or pledge without such approval shall be null and void. 11. Indemnity. That the Lessee will indemnify, defend, and hold the Lessor harmless (a) from and against any claim or demand by third persons for loss, liability, or damage, including claims for property damage, personal injury, or wrongful death, arising out of any accident on the demised premises and sidewalks and roadways adjacent thereto or occasioned by any act or nuisance made or suffered on the premises, or by any fire thereon or growing out of or caused by any failure on the part of the Lessee to maintain the premises in a safe condition, or arising from the Lessor's supervision, if any, of the Lessee's activities or the premises, or arising from the Lessor's inspection, if any, of the Lessee's activities or the premises, including any negligence in the Lessor's supervision, if any, or inspection, if any, of the Lessee's activities or the premises, and will reimburse the Lessor for all costs and expenses in connection with the defense of such claims; (b) from and against all actions, suits, damages, and claims by whomsoever brought or made by reason of the non-observance or non- performance of any of the terms, covenants, and conditions herein or the rules, regulations, ordinances, and laws of the federal, state, municipal, or county governments, including actions against the Lessor brought by the Federal government for noncompliance with Federal grant requirements caused by the Lessee's failure to comply with the terms of this lease. 12. Liabilit~In_s_urance. That the Lessee shall procure, at its own cost and expense, and maintain during the entire period of this lease, with an insurance company or companies acceptable to 7 the Lessor, a policy of comprehensive liability insurance, with minimum amounts of $1,000,000.00 per occurrence for bodily injury and property damage, insuring against all claims for bodily injury, death, and property damage; that said policy or policies shall cover the entire premises, including all buildings, improvements and grounds, and all roadways or sidewalks on or adjacent to the demised premises in the control or use of the Lessee. The Lessee shall furnish the Lessor with a certificate showing such policy to be initially in force and shall furnish a like certificate upon each renewal of such policy, each such certificate to contain or be accompanied by an assurance of the insurer to notify the Lessor of any intention to cancel any such policy under this lease as set forth herein or limit the amount of its liability under this lease. The Lessee shall cause the Lessor to be named as an "additional insured" on the above-mentioned comprehensive liability insurance policy. The policy shall have a deductible for not more than $10,000.00 The policy shall have a deductible of not more than $10,000.00 per claim. 13. Fire Insurance. That the Lessee shall procure, at its own expense, and maintain, during the entire period of this lease with an insurance company or companies acceptable to the destruction of the premises due to fire, vandalism, or malicious mischief, in the minimum amount of $150,000.00, and a maximum deductible of $10,000.00. Perils due to windstorm, flood, and earthquake shall have a deductible of three percent (3%) of the total insurance value of the structures subject to a minimum of $100,000.00 deductible. In the event, existing or new structures are appraised in the future, the Lessee shall obtain at its own expense and maintain, during the period of this lease sufficient insurance policy to reflect replacement value of these structures. 8 _ The Lessee shall furnish the Lessor with certificate showing such policy to be initially in force and shall furnish a like certificate upon each renewal of such policy, each such certificate to contain or be accompanied by an assurance of the insurer to notify the Lessor of any intention to cancel any such policy prior to actual cancellation. 14. Maintenance. That the Lessee shall keep the premises in good repair (wear and tear resulting from the reasonable use of the same excepted). The Lessee shall, at its own expense, perform all necessary maintenance of the premises. The Lessee shall promptly repair and correct, at its own expense, any condition or defect in the premises which creates a risk of harm to persons or property, or which exposes the premises to rapid deterioration in excess of normal weathering. 15. Consent Required for Repairs and Renovations. That prior to commencing any repairs or renovations, the Lessee shall notify the Lessor and secure the Lessor's written consent, which shall not be unreasonably withheld. The Lessor may require the Lessee to produce plans showing the work to be done. The Lessor may inspect any repairs and renovations and require that it be done in conformance with good and accepted construction practice and in compliance with applicable laws, codes, and regulations. 16. Costs of Litigation. That in case the Lessor shall be made a party to any litigation commenced by or against the Lessee (other than condemnation proceedings), the Lessee (other than condemnation proceedings), the Lessee shall and will pay all costs and expenses incurred by or imposed on the Lessor; furthermore, the Lessee shall and will pay all costs and expenses which may be incurred by or paid by the Lessor in enforcing the covenants and 9 agreements of this lease, in recovering possession of the demised premises or in the collection of delinquent rental, taxes, and any and all other charges. 17. Entry by Lessor. That the Lessee shall permit the Lessor, its agents and invitees, or independent contractors hired by the Lessor, to enter on the premises or any part thereof, at all reasonable hours, for the purpose of inspecting same, including inspections related to the services provided at the premises, or making repairs, improvements, or alterations necessary or desirable for the safety or the preservation of the premises, upon the Lessor or its agent giving 24 hours' notice of entry, except that in case of emergency, no notice need be given for entry. That the Lessee shall cooperate with the Lessor to the fullest practical extent in permitting the Lessor to make such inspections, alterations, repairs, and improvements. That any temporary diminution in or interference with the use of the premises to the Lessee occasioned by such inspections, alterations, repairs, and improvements shall not be a breach of this lease, and shall not result in any liability on the Lessor. Nothing in this paragraph shall be construed as requiring the Lessor to make any inspections, repairs, improvements, or alterations to the premises. 18. Contracts for Construction. That the Lessee shall not make any contract for construction, repair, renovation, or improvement on, in, of, or to the premises, or any part thereof, or for any work to be done or materials to be furnished on or to the premises, without first obtaining the written approval of the Lessor. The Lessor's approval may be conditioned on the Lessee providing adequate assurance that it has the financial ability to pay for the cost of any such contract, or to otherwise provide sufficient assurances that no mechanic's or materialman's lien maybe levied against the premises. io 19. Condition of Premises. That the Lessee has examined and knows the condition of the premises, that the premises are leased as they now are, that the Lessor expressly disclaims any warranty of fitness for any particular purpose, and that the Lessor shall not be responsible for the present or future condition thereof. The Lessor shall not be required to perform any repairs, alterations, or improvements whatsoever during the term of this lease. 20. Notice. That in the event of any material change in the condition of the premises, whether through the acts or omissions of the Lessee or otherwise, or any defect discovered in the premises, the Lessee shall immediately notify Parks and Recreation, County of Hawaii, of the change in condition of the premises or the defect. "Material change" includes, but is not limited to, any change, which may create a risk of harm to users or occupants of the premises, or any change which exposes the premises to rapid deterioration in excess of normal weathering. Nothing in the paragraph shall be construed to imply a duty by the Lessor to remedy or repair any such changes. 21. Use. That the Lessee shall use the premises as amulti-purpose center for O'okala community that will include a community center, post office, multi-use production facility for farmers, local artist, crafts people and others who produce local products. The facility will assist displaced sugar workers and low-income community residents to become self- sufficient through self-employment by providing the infrastructure for cooperative marketing, cooperative purchasing, business training, technical support and opportunities for shared resources. 22. Pro~erty Tax. Not applicable. tt 23. Records. That the Lessee shall establish and maintain records of intake, discharge, services, and other documentation necessary to show compliance with paragraphs 21 and 22 above, including but not limited to the financial status of clients served, and the scope and nature of services rendered at the premises and shall maintain and preserve all required records and documents for three years after the expiration of the Lease Agreement. All records referred to in this paragraph shall be available for inspection by the Lessor and its agents on reasonable notice, provided that the Lessee and Lessor shall agree on measures necessary to protect the privacy and individual identity of clients receiving services from the Lessee. 24. Non-Profit Status. That the Lessee has and shall maintain status as atax-exempt, non-profit organization as certified by the Internal Revenue Service. The Lessor may require the Lessee to provide evidence of such certification. That the Lessee has, and shall continue to have during the lease term, a governing board whose members serve without compensation. That the Lessee has, and shall continue to have during the lease term, bylaws or policies which describe the manner in which business is conducted, including management, audit, and fiscal policies and procedures, and policies on nepotism. 25. Personal Property. That the Lessee shall, at its own expense, provide all equipment and all other property of any nature necessary for the uses described in paragraph 21 above. 26. Personnel. That the Lessee shall, at its own expense, provide all necessary staff for the provision of the services described in paragraph 21 above. 27. Surrender. That the Lessee shall, and will, at the expiration or sooner termination of this lease, peaceably and quietly surrender and deliver possession of the demised premises to the 12 Lessor, together with all buildings and improvements of whatever name or nature, now on or hereafter erected or placed upon the same, in good order and condition, reasonable wear and tear excepted, and that Lessee shall remove, at no expense to the Lessor, all of the Lessee's personal property at the termination of this lease. 28. Non-Waiver. That the failure of the Lessor to insist on the strict performance of the terms, agreements, covenants, and conditions herein contained, or any of them, shall not constitute or be construed as a waiver or relinquishment of the Lessor's right thereafter to enforce any such term, agreement, or condition, but the same shall continue in full force and effect. 29. Holdover. That if Lessee shall hold over, after expiration of the term hereby created, with consent of the Lessor, it shall be deemed a renewal of this lease and of all terms, covenants, conditions, and agreements herein contained, for the period of thirty days. 30. Abandonment. That if the Lessee abandons the premises, its right to possession shall cease and this Leas shall terminate, without prejudice to any other rights of the Lessor. "Abandonment" shall include, but not be limited to, Lessee's failure to use the premises for the purposes and uses listed in paragraph 21 herein. 31. Destruction, Etc. That if, during the term of this Lease, the premises shall be substantially destroyed or become untenantable by reason of fire, the elements, or any other cause, then this Lease may be terminated by either the Lessee or the Lessor upon notice in writing to the other party, and the Lessee shall be released from further obligation hereunder. Notwithstanding any insurance on the premises, Lessee shall not be required to rebuild the premises should they be destroyed or become untenantable. 13 32. Condemnation. That in the event that all or part of the premises be taken for public use, under the right of eminent domain, all of the award received for such taking shall belong solely to the Lessor, and no part of such award shall belong to the Lessee. If the entire premises are taken, or if so much of the premises are taken that the premises become unsuitable for the uses specified in paragraph 21, this Lease shall terminate, and the Lessee shall be released from further obligation hereunder. 33. Breach. That if the Lessee shall become bankrupt or shall abandon the said premises, or if this lease and said premises shall be attached or otherwise taken by operation of law, or if any assignment shall be made of the Lessee's property for the benefit of creditors, or if the Lessee shall fail to observe and perform any of the covenants, terms, and conditions herein contained and on its part to be observed and performed, the Lessor may at once re-enter such premises or any part thereof, and upon or without such entry, terminate this lease without prejudice to any other remedy or right of action. 34. Headings. That the marginal headings throughout this lease are for the convenience of the Lessor and Lessee and are not intended to construe the intent or meaning of any of the provisions thereof. 35. Complete AA~reement. This lease contains the full and complete agreement of the parties and supersedes any prior agreement between the parties, and there are no covenants, terms, agreements, or conditions or understandings, either oral or written, between the parties other than herein set forth. 36. Lessee Not an Agent of Lessor. Nothing herein contained is intended or should be construed in any way establishing the relationship of copartners between Lessee and Lessor, or as 14 constituting the Lessee as the agent, employee, or representative of the Lessor for any purpose whatsoever. 37. Forum Selection. No action or proceeding involving this Lease shall be commenced by either party except in the Circuit or District Courts of the Third Circuit, County of Hawaii, State of Hawaii; nor shall any action commenced in such court be removed or transferred to any other state or federal court. DATED: Hilo, Hawaii COUNTY OF HAWAII By: Its Mayor: HARRY KIM DATED: Paauilo, Hawaii HAMAKUA DIVERSIFIED AGRICULTURAL ASSOCIATION By: Its President: FLORENCIO TABANCURA IS STATE OF HAWAII ) SS: COUNTY OF HAWAII ) On this day of , 2001, before me personally appeared HARRY KIM, to me personally known, who, being by me duly sworn, did say that he is the Mayor of the COUNTY OF HAWAII, a municipal corporation of the State of Hawaii; that the seal affixed to the foregoing instrument is the corporate seal of said County of Hawaii; that the foregoing instrument was signed and sealed in behalf of the county of Hawaii by authority given to said Mayor of the County of Hawaii by Section 5-1.3(g) of the County Charter, County of Hawaii (1991), as amended; and said HARRY KIM acknowledged said instrument to be the free act and deed of said County of Hawaii. 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