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HomeMy WebLinkAboutCOM 0416.001 2002-2004 ,a)~6 1 e r~ JAY T. KIMURA 34 RAINBOW DRIVE Ntv u+M,~ HIL O, HAWAII 96720 PROSECUTING ATTORNEY ~p~•`%~°1"'~1~ PH. 961-0466 f.-^ ti41 FAX: 961-8908 CHARLENE Y. IBOSHI 934-3403 F I RS T D E PUT Y 934-3503 PROSECUTING ATTORN EV WEST HAWAII UNIT P O. BOX 748 KEALA KEKUA.HAWAl19fi750 tf Ol~N' - PH. 322-2552 FAX 322-6584 OFFICE OF THE PROSECUTING ATTORNEY December 16, 2003 TO: AARON CHUNG Chair Finance Committee FROM: JAY T. KIMURA Prosecuting Attorney SUBJECT: RESOLUTION 128-03, MULTI-YEAR LEASE OF REAL PROPERTY FOR PROSECUTOR'S WAIMEA OFFICE As requested at the Finance Committee meeting on December 2, 2003 we are providing items that have been provided by Clark Realty Corporation. Attached are 1) Insurance Requirements (Exhibit B) and 2) commission agreement. Because the County is self-insured, we will be providing a Declaration of Self-Insurance to the landlord which the landlord's representative has indicated should meet the requirement. Regarding the date discrepancy on the Non-Binding Letter oflntent for Commercial Lease document, per the landlord representative, that was an oversight and the letter of intent is still valid. We would appreciate your distribution of these items to the Council members. If further information is needed, please contact Nancy Kelly at 934-3315. Thank you. Comm. No. y ~V Ref. To: 1'rewe ~ Ref. Uate-~+ DFC-16-2003 10:12 FRDM:RNEKDNR PROPERTIES 8083264727 T0:808 934 3403 P.2~3 E?fF1113IT R Insurance. a) Tenant shall take out and keep in farce during the term of this Lease, at Tenant's expense, public liability insurance with coverage in the minimum amounts of ONE HUNDRED TWOUSAND AND NO/100 DOLLARS ($100,000.00) for property damage and in the amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) for injury to or death of one or more persons or a single limit policy of not less than TWO MILLION AND NOl1O0 DOLLARS ($2,000,000.00) naming the Landlord, Landlord's agent, ff any, and the Master Lessor as additional insureds. b) Tenant shall also take out and maintain during the term of this Lease, at Tenant's expense, fire and extended coverage insurance, including vandalism and malicious mischief coverage, in an amount equal to the full replacement value of all fixtures, furniture and improvements installed by or at the expense of the Tenant. Tenant shall also take out and maintain plate glass (if appropriate) and business interruption insurance appropriate to Tenant's premises and business, it being the intention of the parties that such insurance shall fully protect the Premises from loss or damage and will further provide the Tenant with a source of income to meet its obligations under this Lease should Tenant suffer an interruption of its business for which insurance protection can be obtained. c) Said policies shall be with a company and in a form satisfactory to Landlord and shall designate specifically that Landlord and Landlord's agent, if any, are additional named insureds thereunder. All insurance required of Tenant under this Lease shall contain a provision that the insurer will not cancel nor change the insurance without first giving Landlord thirty (30) days prior written notice. Tenant shall deliver certificates evidencing such insurance, and any renewals thereof, to Landlord. d) Landlord shall have the option to require Tenant, upon thirty (30) days' written notice, to increase the amount and type of insurance required under this Paragraph 11 consistent with prudent and customary practices in the community. e) If the Tenant shall do or permit to be done anything which shall increase the cost of the insurance to be acquired by the Landlord on the Premises or the building of which they are a part or the Property, the Tenant shall pay, as additional rent, the amount of such increases attributable to such act or missions or operations of the Tenant. f) Each of the parties hereto on its own behaff and on behalf of any insurer on any policy insuring it, hereby waives any right of recovery, claim or cause of action against the other party for destruction of or injury of damage to the demised Premises, including all fixtures and other improvements therein or thereon, and for destruction of or injury or damage to personal Exl'tiUrt I vt~l l~cLl~-C,e (erg ~~l~z DFC-16-2003 10:12 FROM:RNEKOFJR PROPERTIES 8083264727 TO: 808 934 3403 P.3~3 EXHIBIT B property, arising out of or caused by any risk which is or can be insured against under a standard form of fire insurance policy with extended coverage endorsement or similar coverage, provided that such waiver does not reduce or prejudice the protection under such insurance or prejudice the party's ability to obtain or renew any such insurance, it being agreed that such insurance or waiver shall not be effective if the insurer shall require as a result thereof or as a condition thereto, any payment of any additional premium or any other conditions which would not be required if such waiver were not to be effective. The provisions hereof shall apply whether such destruction, injury or damage is caused by or result from the negligence or fault of the other party or from any other cause and whenever the same might happen during the term hereof or thereafter and while Tenant remains in possession of all or part of the Premises. Nothing in this paragraph shall be construed as relieving Tenant of the obligation to maintain insurance and restore the Premises as may be set forth elsewhere in this Lease, nor as relieving Tenant from liability for damages in the event of failure to so maintain insurance or restore the Premises. ~X~`ta,,r B Dac-16-2003 09:04am From-CLARK REALTY PROP MANAGMENi +3298102 T-709 P.002/006 F-470 ® Reference Date: December 15. 2002 Client's Initials: Broker's Initials: Hawaii Reviewed by .Principal Broker/Broker-in-Charge, who kereby certifies that skis is a rate imprint ojrhr Amuaii Cer(ifred Comnrercia!lnvestntene Member Chapter standard form. Tkis form is available Jor use by eke entire real estate industry. The nse of this form is naf intended to identify [ke real estate licensee as a CCIM.r" Exclusive Right to Lease Listing Agreement for Commercial Real Property C'hee/candit/I in applicable provisions. Any provisions nor checked orfi/led in are not appfic•able. it BACKGROUND This Exclusive Right [o Lease Listing Agreement for Commercial Real Property (this "Agreement"), dated for reference purposes only as of December 15. 2002 is made by and between the Client identified below and Broker identified below. n. Parties: Client. Anekona, LLC Broker: Clark Realty Corporation Street Address: PO Box 1237 Street Address: 75-5722 Kuakini Highway Suite 104 Kailua Kona Kailua Kona. HI. 96740 Phone: (808) 885.4411 Phone: L808) 329-6446 Fax: J80818B5-4620 Fax: (808)329-8102 E-mail: anekonano.hawaii.rr.com I<mail: oginhiCo verizon.net a. Property: Client is ? the owner of that ccRain property dcscribcd below (the "Propctty") OR Chas the right to encer this Agreement with respect to the Propctty. I. Address: 64-1067 Mamalahoa Highway Kamuela. HI. 96743 t. TMIC (3) 6 - 4 - 6 :4 ? portion) s. Approximate square footage/acreage: 14.400 Leasable Square (eat _ a. lmprovcmcnts generally dcscribcd; One story retail/ Office buildlno The Property ? is OR Pf is not more particularly dcscribcd in Exhibit A attached hctcta and made a part hereof. ±I TERMS OF EMPLOYMENT OF BROKER a. Exclusive Right to Lease: On the terms set forth in this Agreement, Client hereby gives Broker the exclusive right [o lease ehe Properly, and Broker hereby aecep[s such right. Client will list the Property only with Broker and Broker is entitled to a commission if the Proper is leased by Broker, Client, or anyone else. Broker is not required to prove that it is the procuring cause. Client will cooperate with Broker's effoRS to Itase the Property and will pay all costs customarily paid by a lessor in connection with a lease. a. Term of Employment: The term (the "Term") of this Agreement and Broker's employment by Client commences on November 1.2002 ,and expires at 5:00 p.m., Hawaii time. on December 31.2003 The foregoing notwithstanding, subject to Broker's right to compensation following termination as provided in this Agreement, either party may caned this Agreement by p[oviding the other parry with one hundred and eiohty (180 1 calendar days' advance written notice. Client's Initials: Broker's Initials; c. Lease Rent per Month: L~Thc listed least rent For the Property is S 1.00 /per squam fooVmo. (plus approx. $ 0.35 /per squarC foodmo. of common area maintenance charges, subject, however, to possible adjustments depending on actual costs). ? See Addendum ? o. Commission: Client agrees to pay Broker a commission if the followingg occurs during the Tenn of this Agreement and during any extension of such Term as set forth in Section 2.D.S below: L~Iupon execution of a (ease by Client and a tenant OR O if Broker finds a tenant who is ready, willing, and able to enter into a lease and meet the other terms of this Agreement even if Client refuses to sign a monthly Ieasc OR ? if Client 6rcachcs the terms of this Agreement OR ? 2000 CCIM. ALL RIGHTS RESERVED. Any unauthorized copying, transmission, display, uploading, disttibulion or adaptation Page i is strictly prohibi¢d and will result in liability of up ro $150,000. Permission to photocopy donied. Dec-16-2003 09:04am From-CLARN REALTY PROP MANAG~IENT +3299102 T-709 P.003/006 F-470 Reference Dale: December 15, 2002 Client's Initlnls: _ broker's Initials: Lease. The commission shall be ? See Addendum Ff $290 per square foot or the first Two (2 )month's/months' average gross rent, exclusive of free rent periods and abatements, whichever is greater. NOTB~ For puposes of [his Section 2.D. L the term "gross rent" means the sum of bast rent, common arcs maintenance charges, and Hawaii State Ccncral Excise Tax. ? percerrt of the ¢ggregett gross rent for the term of the (case. In the event rhaz the Icasc term includes one or more periods where the rent is not yet known, the last known rental rate shall ba prajcctcd forward throughout the term of the lease in order to calculate the aggregate rent. ? one month's gross rent or $ ,whichever is higher. ~In addition to commissions payable ro Broker, Client will pay Broker the amount of Hawaii State Central L•xcisc or any successor [ax due on commissions or other amounts payable to Broker. "Protected Parties". Notwithstanding the foregoing, in the case of a lease to any of tltc parties (the "1'rotetted Panicy') listed in Exhibit B attached hereto (if any), the total commission payable to Broker shall be ti. Additional Commfssfon. In addition [o the commission stt forth above, Clitm shall pay Broker the following additional commission upon the occurscnce of any of the following O Expansion. If the tenant leases additional space from Client within the project in which the Property is locared during the term of the lease, Client shall pay Broker a commission, based upon the commission schedule set fonh above, for such additional space upon the commencement of the lease of such additional space. ? Ectension. If the tenant extends the term of the lease or exereiscs an option to extend the Icasc for one year or mote beyond the origins] lease term, Cliwt shall pay broker a commission equal to ? percent ( of the initial commission payable upon the commencement of such extended term OR ? Lease Premium. If tenant pays Client ¢Icasc premium or cash bonus in connection with the Icasc, Client shall pay Broker a sales commission equal to percent of such premium or bonus. ? Purchase of Property. If the renant or a parry related to tenant (including, without limitation, tenant and tenant's successors and assigns and their respective principals, parent companies, and subsidiary and affiliate companies) purchases the Property during the lease term, as the same may be extended, Client shnll pay Broker a mtnmission equal to percent of the Sales Price (as defined below) upon the closing of the Sale (as defined below). For purposes of this Agreement, [ht term "Sales Price" means the aggregate amount of all cash plus the value of all ocher property which a purchaser of the Property is obligated to pay or transfer io Client in exchange for a conveyance of the Property. For purposes of this Agreement, the term "Salt" means the consummation of an accepted offer to purchase the Property, including the recordation of a deed, assignment of Icasc, or the equivalent, From Client ro the purchaser. if Client gives tenant an option, Client will pay Brukcr fifty percent (50%) of any Option premium when such premium is paid and fire remainder Of tk commission when the option is exercised and the Sale is closed, even if such closing is after the Term. D Equivalent Value of Bene}its. Should Client agree to reduce materially its listed lease rent in consideration of tenant agreeing fo provide certain goods, services, or benefits to Client at Future dates, Client agrees [o pay, when determined, an additional commission based on the aggregate fair mnrkct value of such goods, services, m• benefit9 to be rendered as if these were rents received by Client. z. Breach of Contract In the event that a pro5pectve tenant breaches such tenant's obligations under a contract to least the Property, and Client retains any deposit or payment thereunder or sues the tenant and collects damages, then in lieu of any commissions due hereunder, all sums so retained by, or awarded to Client less any aaorrtey's fees and eoun costs, shall, upon complete and final 9ettlcment by Client of any controversy in connection with such breach, be divided equally between Client and Broker; provided, however, shot Broker's half of such sums shall not exceed the full amount of the commission to which Broker would have been entitled. Nothing herein contained shall be construed to inquire Client to retain all or any part of any deposit or payment made by a prospective tenant under a connnct to least the Property or to Tile suit against such tenant for breach of any provision contained in ouch contract, it being expressly understood that the disposition of any dispute arising out of any such wntract shall be within the sole discretion of Client and Client shall not be liable t¢ Broker or to any person or entity claiming by, through, or under Broker, Tor any commission on a disputed contract that doe; not close, other than as provided for in this Section 2.ll.2. J 2000 CC[M. ALL RIGHTS RESERVED. Any unauthorized copying, transmission, display, uploading, distribution or adaptation Pa~C Z is strictly prohibited and will result in liability of up to $IS0,000. Permission ro photocopy denied. Dec-16-2003 09:04am Frpm-CLARN REALTY PROP IAANAGIr~NT +3298102 T-709 P 004/006 F-470 Reference Dale: December 15 2002 Client's Initials: _ Broker's Initials: Cooperating Brokers. Broker may share commissions with cooperating brokers but shall no[ offer subagtncics to cooperating brokers. Client authorizes Broker to share all commissions paid under this Agrccmcnt, except any amounts paid pusuant to Section 2.D? above. if the cooperating broker is the procuring cause of the tenant's intcrest, the commission rcccivcd by Broker under this Agrtcment shall be split on a $0/$0 basis, unless otherwise agreed upon in a writing signed by Broker and the cooperating broker. If Broker is the procuring cause of the [enanPS interest, and the tennnt elects to bring in a cooperating broker to represent it9 intcrest, twenty-five percent (2$%) of the cpmmission rcccivcd by Broker under this Agreement shall be offered to the cooperating broker, unless otherwise agreed upon in a writing signed by Broker and the cooperating broker. Terms of Lease. Client shall determine the least rental and ell other terms, conditions, and provisions of any lease of the Property and shall notify Broker in writing of the same. Client reserves the right to make changes, additions, or modifications to the Ie¢sc rental and such other terms, conditions and provisions, from time to time os Client shall determine in its sole discretion, and Broker agrees to comply fully with the same upon Broker's receipt of written notificarion of the same. s. Broker's Contacts. Within ten (10) calendar days after the expiration of this Agreement, Broket• shall provide Client with a written list of d] prospective tenants that Broker has contacted regarding the Property. Such persons shall be referred to as "Broker's Contacts". Any person to whom Broker, during the term of rhis Agrccmcnt, has received or submitted wrinen offers, requests for proposals or letlcrs of intent on behalf of Client shall automatically be deemed, w;Chout any further action by Broker, to be one of Broker's Contacts. If, within one aundred and eighty (180) calendar days after the expiration of this Agreement, Clienr enters into a contrect with respect to the Property with one of Broker's Contacts, then Broket Shall, upon consummation of such trensaction, be enri[ltd to a commission for such transaction in accordance with Section 2.D of this Agreement. if Clitnt is involved in active good faith negotiations or maintains continued intcrcst with any of Broker's Contacts bayond the time period provided in this Section 2.D.5, then such rime period shell be automatically extended so long as negotiations or intcrest continues. if Client notifies the Broker in writing and in good faith that such negotiations or intcrest is terminated. [hen such notice shall terminate the extension of the time period. s. Late Charges. If Client fails to pay Broker the commission, or any other Amount due under rhis Agrccmcnt, when due, then such amount shall bear intcresr at the rate of twelve percent (12%) per annum from the date due until paid in full. r;. Licensed Broker: Broker represents that it is a licensed real estate broker under [he laws of the Staze of Hawaii, duly authorized to undcnake and carry out its obligations set forth hereunder, and covenants and agrees that its activities shall b: in accordance with the real estate brokerage laws of the State of Hawaii and that Broker will maintain and keep such license in full force and effect during the term of this Agrtcment. r. Client's Authorization: Client authorizes Broker to do the following on Client's behalf: r. Solicit information on prospective tenants for the Property; z. Submit and obtain responses to requests for proposals from third parties; s. At Client's direction, accept offers and deposits on Clienr's behalf; and Transmit infonnazion eonccming the Property to other brokers, prospective tenants, and other third parties. Client shall identify to Broker any informarion or communication that Clitnt dccros "con Fidential" which Client does not wan[ Broker to disclose. All other information and communications provided by Client may be disclosed by Broker as Broker may deem appropriate or necessary. s. Advertise the Property by newspaper, redio, TV, instinct, MLS, online data bases, or any other medium, by placing signagc on and about the Property, and/or by undertaking such other marketing efforts as Broker dccros appropriare. s. ? Applicably ? Not Applicable Place a lock box or clcctronic lcey device on the Property [o allow access for showings and inspections. r. Ascertain and disclose material facts concerning the Property as required under Section 4G7-14(18), Hawaii Revised Statutes, as amended. Client understands that such information may be adverse to Clieut's objectives but is required by law. Client will cooperate with Btokcr in disclosing material facts to Broker and potential tenttnts and making available to Broker and prospective tenants such plans, permits, reports, leases, and other documents and information as may be reasonably requested. Client understands that Broker is obligated to be fair to all panics to the transactiun. c. Broker's Rights to Show Other Properties: Client acknowledges and agrees that Drokc[ and its agents have the right to list, show, and offer prospective tenants properties other than the Property and that Broker shall not bt deemed in conflict or breach of this Agrccmcnt by doing so, ~t.~ 2000 CCIM. ALL RIGHTS R6SCRVED. Any unauthorized copying, transmission, display, uploading distribution or adap[o[ion page 3 is strictly prohibited and will result in liability ofup to $150,000. Permission to photocopy denied. Dec-16-2003 09:05am From-CLARK REALTY PROP MANAGMENT +3298102 T-709 P.005/006 F-470 Reference Date: December 15, 2002 Client's Initials: , Braker's Initials: n. Dual Agency: Clicm acknowledges that Broker may in some cases represent prospeetivc tenants of the Propwry. Client desires that Droker present the Property to all prospective tenants, including those [hat may be represented by Broker, and Client hereby consents Co the dual representation created the¢by on the condition that Broker agrees not to disclose to any prospeetivc tenant any confidential information acquired by Broker from Clienr, render negotiating strategy, or provide judgtnennl pdvicc adverse to Client's interest. Client agrees to provide its consent in writing to such dual represcntation upon Brokei s request. Client agrees that Broker shall be entitled to all commissions armed under the terms of this Agreement notwithstanding the fact that Broker may represent bout Client and the tenant, and Client hereby waives any and all claims that Broker is no[ entitled to its commission as a resuh of such dual representation. t. Acknowledgrtrent by Client: Client acknowledges that Client has been advised by Broker to consult pod retain experts m advise and represent Client concerning the legal issues (including, without limitation, title issues and lease terms), financial issues (including, without ]imitation, tax issues and financial worth of prospeetivc tenant), and issues regarding the physical condition (including, without limitation, improvements, equipment, soil, ADA, seed environmental aspects) of the Property. Broker shall leave no obligation to investigate any such matters and shall not, under any circumstances, be liable to Client for any claims arising out of such matters. Clienr further acknowledges that in determining whether to least the Property to any person, Client will rely solely upon ClienPS own investigation, notwithstanding Broker's assistance in gathering any infonna[ion. .t. Third-Party Consents: Client shall be responsible for all third-party consents nccessmy for ehc Icase of the Property and agrees to use its bas[ efforts to obtain such consents as expeditiously as possible. rc. Confidentiality of laformation: Client hereby agrees [o keep, and ag[ecs to cause its officers, employees and agents to keep, the identification of any and all information provided by or through Broker confidential. r,. Broker Nnt Liable: Broker is not responsible for the care or control of the Propetry, Broker shall not bz liable to Client for any (a) elpims or actions arising from or due to any inaccuracy in information, known or unknown, by Client or anv representative of Clienr, (b) agreement entered into by Client with respect to the Propetry; (c) dispute or action concerning or arising from Client's decision [o cortsummatc or not consrunmtltc the lease of the Property; or (d) ¢ny injury or damage suffered or incurred during or arising out of any showings or inspections of the Property, m. Disclaimer: Neither CCIM nor any attorneys employed by CCIM to prepare this form shall be liable in ¢ny manner whatsoever to any person for any u~accur¢e ies or omissions in [his form or in the use of this form. Persons using this form. am advised to consult an attorney, engineer, architect, accountant, or other appropriate professional for advice. rv. Miscellaneous: r. Notices. Any notice required or permitted hereunder may be given by tither party to [he other by dclivcring the same personally to an autlnrized officer of such patty, in writing, by sending such notice vi¢ facsimile, or by mailing the same by United states registered mail in an envelope, with sufficient postage prepaid thereon, addressed m such party, as set forth in Section 1.A above or such other address as may be given in writing by the party addressed. Attorneys' Fees. In the event any suit is brought by either petty against the other to enforce any of the terms ui provisions of this Agreement, it is agreed that the successful parry in such suit shall be entitled to reasonable attorneys' ices in such action. s. Entire Agreement; Wpiver, This Agreement contains all of the covenants, conditions, stipulations, agreements, and provisions agreed upon between the parties hereto in relation to die subj erz matter hereof. This Agreement supersedes and cancels each and every other agreement, promise, or understanding between the parties with reference to the subject matter hereof. No employee, agent, attorney, or rcpresenta[ivc of Client or Broker has authority to change, modify, or aIIer the terms hereof without the same being in writing and signed by both pprtics hereto. Neither party is or Shall be bound by any inducement, statement, representation, promise, or agreement not in conformity herewith. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whither or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless cxecured in writing by the parry making [he waiver. a. Applicable Law, This Agreement shall be governed and inretprctcd in accordance with its terms and the laws of the Suttc of Hawaii. S. Benefit; Assignment This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to ehc benefit of Client and its successors and assigns. No assignment of this Agrzimcnt shall be legally effective without the prior wrinen consent of the other party. a. Due Aul'horization. Client and Broker represent and warrant that each has al] requisite power and authority to execute this Agreemem and to consummate the vansactions contemplated by this Agreement. The execution and delivery of this Agreement by the persons signing on behalf of Client and Broker have been duly authorized by all respective requisite actions on the part of the respeceive patties. Qj 2000 CCIM. ALL RIGHTS RESERVED. any unauthorized copying, transmission, display, uploading, disnibu[ion or adaptation Page 4 is strictly prohibited ¢nd will resuh in hahiliry of up ro 8150,000. Permission to photocopy dented. Dec-16-2003 09:05am From-CLARK REALTY PROP MANAGMENT +3298102 T-709 P.006/006 F-470 Reference Deta; December 1~ 2002 _ Client's Initials: Broker's Initials: i. Construction. Client and broker agree that neither party shall be deemed to be the dr¢iicr of [his Agreement and drat if this Agreement is ever construed by a court of law, such court shall not constme this Agreement or any provision Itertof against citlter party a5 the drafter of [his Agreement s. Para(;raph Headings. 77tc headings of paragtaplts and subparagraphs herein are inserted only for convenientc and rcferenec and shall in no way define, limit or describe the scope or inrcm of any provision of this Agreement. 9. Severabiliry. If any provision of this Agreement is held to be invalid °r unenforceable, the validity and enforceability of the other provisions of this Agreement will remain unaffected. I o. Receipt Client aeknowledgcs retaining a copy of this Agreement for its files. rl SPECIAL CONDITIONS; EXHIBITS AND ADDENDA A. Special Conditions: 1 The commission on leases of less than three ears will be 50% of the commission as a reed to in 2.d above. e. Exhibits and Addenda: Attached to this Agreement are the following exhibits and addenda: ? Exhibit A: Description of the Property. ? Exhibit B: List of Protected parties. O O IN WITNESS WHEREOF, Broker and Client each have executed this Agreement as of the day pad year firs[ above written. SIGNATU RE(S/-arnkar SICK ?Rf (S)Cll~a[ r~eatl Lion nekona C By ~ BY its _ Its Dated: Dated: BY By Its Its Dated: Dated: ,D 200(1 CCIM. ALL RIGHTS RESERVED. Any unauthorized copying, transmission, displsy, uploading, distribution or adaptation page J is strictly prohibited and will result in liability of up ro $150,000. Permission to phamcopy denied.