HomeMy WebLinkAboutCOM 0003.001 2004-2006GARY SAFARIK
Counaltnember
December 6, 2004
YM
County Council
Countv o%Hawai'i
Hawaii County Building
25 Aupuni Street
Hilo, Hawaii 96720
TO: Council Members 9
FROM: Gary Safarik
Council Chair- lec
RE: Kailua Trade Center Lease
Phone: (808) 961-8267
Fax: (808)961-8912
safarikCk interpac.net
This is to transmit a copy of the Kailua Trade Center Lease. It has been revised based
upon comments from the Office of the Corporation Counsel. We are asking for the
Corporation Counsel to review this lease one more time to ensure it addressed their
concerns.
Should you have any questions, please feel free to contact me.
Att.
District V Puna Makai
KAILUA TRADE CENTER
LEASE
Tenant: County of Hawaii -Council Members
Suite No(s).: 109
Table of Contents
LEASE TERM
LEASE......................................................................................................................................................................2
I. PREMISES................................................................................................................................................................2
2. TERM........................................................................................................................................................................2
3. PREMISES ACCEPTED "AS IS".............................................................................................................................2
4. BASE RENT..............................................................................................................................................................3
5. ADDITIONAL RENT...............................................................................................................................................3
6. BREAKDOWN OF ADDITIONAL RENT...............................................................................................................4
7. MAINTENANCE RESERVE ACCOUNT. . ..........................................................
4
8. SECURITY DEPOSIT...............................................................................................................................................4
a) Amount of Deoosil................ ......_._..............._.._..............................._................................................_.............4
b) Use and Return of Deposit ...................................................................................................................................4
c) Transfer or Deliver Security Def_....................... ................. ....... ...........................
............... .............. .......... 4
9. TAX ON RENT........................................................................................................................................................A
10. INSURANCE..........................................................................................................................................................4
11. USE..........................................................................................................................................................................5
12. USE OF PREMISES AND COMPLIANCE WITH LAW.......................................................................................5
13. RULES AND REGULATIONS..............................................................................................................................6
14. HAZARDOUS MATERIALS.................................................................................................................................6
15. IMPROVEMENTS, ALTERATIONS AND FIXTURES.......................................................................................8
16. REPAIRS AND MAINTENANCE. . ...............................................
9
a) Repairs By Tenan[................... ........ ............. ...................................................... ................_.............._..............9
b) Landlord's Right To Cure Te 6Default........ ..................... .............................................
................. .... ........ 9
c) Structural Repairs By Landlord ..... ........................ .................................................
............_...............................9
17. LIENS AND INSOLVENCY . ..................... ...................................................... .....................................................9
18. ASSIGNMENT AND SUBLETTING.....................................................................................................................9
a) Restriction on Assignment and Sublettin....... .............. .................................................................
......._.............9
b) Consent Fee and Rent AdiustmenR.......... ..................................... ............................
........ .......................... ........ 9
OChance ofOwnershin.... .......... ............. .......................... ................... .............................
.................................... 9
d) Continuing LiaNlitv of Tewnt..........................................................................................................................
10
e)Eztension............................ ............................................................................ .............................
....... ............. 10
19. SURRENDER AND HOLDING OVER................................................................................................................
10
a) Surrender Upon Termination....................................................................................._.........................._.........
10
b) Liquidated Damages ....................................... .....................................................................
......................... .._.. 10
c) Holding Over.....................................................................................................................................................
10
20. DEFAULT . ............................................. ................ .....................................................................
................ .......... 10
a) Right to Re-enter_................_._..............._.................................................................._...................................
10
b) Right m Re-1et..... .......... .......... ....... .......................... .........................._................._............_._..............._........
11
c) Termlmtion.._............. .._........ ......._.............._..............._.................._..............................._.........................._
lI
d) Damages to Land(ord...... ....... .......... ........................ .._...... .............. ............._.._........................................._...
11
e) Sewrate Suia_................_.._..........................._.._................_................._............._................................_.....
11
%) Nan-waiver..........................................................................................................................................................
11
8) No Accord and Satisfaction...............................................................................................................................
Il
h) Late Fee and Interest on Past Due Amounts. ..................... .............................._..............................._...............
11
i) Waiver ofJury Trial and Venue ...... ....... ....................................... ........... ................_............................._.........11
21. DAMAGE TO OR DESTRUCTION OF BUILDING...........................................................................................
12
a) Rewirs by Landlord...........................................................................................................................................
12
b) Continuation ofBusiness.......... ............................................... ............................................
...................... ......... 11
c) Repairs by Tenant................................................................. ......... ....................................
........................... 11
d) Abatement 08=eRen ......................................................................................................................................
12
22. CONDEMNATION...............................................................................................................................................
12
a) Automatic Termination ofLewe........................ ................ ............ ...................................................................
. 11
b) OOHon to Cancel ................................. .................................. .......................................................
...................... 12
c) Tenant's Damages...._................................................._..............._._.................................................._..............
13
d) -&-myoran T ki..............................................................................................................................................
13
23. NON -LIABILITY OF LANDLORD................. ........... ........................... ..............................................................
13
24. INDEMNITY OF LANDLORD.......................................................... .... ..............................................................
13
25, ATTORNEY'S, ARCHITECT'S, ETC. FEES.......................................................................................................
13
26. ACCESS TO AND INSPECTION OF PREMISE . ................... ................... ........ ..................................................
14
27. NOTICES ..............................................................................................................................................................
14
a) Notices to Temn(................................................................................................................................................
14
b) Notice to Landlo....... ......................................................... ........._..............................
........ ........................... 14
c) Time of Service .. ................ ............................... ................... .........................._...........
......... ................. ..... ..... _. 14
28. CONVFYANCE TAX...........................................................................................................................................
14
29. SUBORDINATION OF LEASE. ........ ............................ .......... .......... . ..........................................
14
30. MASTER LEASE..................................................................................................................................................
15
31. ESTOPPEL CERTIFICATE... ...... ............................. ......................................................
.............. . . . ... . ...... 15
32. FORCE MAJURE....................... ............................................................................. ..............................................
15
33. ADDITIONAL IMPROVEMENTS UPON PROPERTY.....................................................................................
15
34. RIGHT TO RELOCATE TENANT ...............
35. SHORT -FORM COUNTERPART ................
36. ENTIRE AGREEMENT....._ .........................
EXHIBIT"A........................................................................................................................ I .........................
.
OPTION
ADDENDUM............................................................................................................II
15
16
16
Monthly Base Rent: $2,280.15 (Plus General Excise Tax, currently 4.166%)
1. From November I, 2004 to November 30, 2004, the sun of $0.00.
2. From December 1, 2004 to November 30, 2005, the sum of $2,280.15 (Plus cmeal Excise Tec ee entry 4.166%).
3. From December 1, 2005 to November 30, 2006, the sum of $2,347.71 (plus Gmen1 Excee Tu, curremuy 4.166%).
Additional Rent $1,435.65 (Plus General Excise Tax, currently 4.166%)
(as of Lease commencement -- subject to adjustment — see Paragraphs 5(a) and
6 of the Lease Agreement.)
1. From November 1, 2004 to November 30, 2004, the sum of $0.00
2. From December 1, 2004 the sum of S 1,435.65 (plus omen) Excise Tax, tummy 4166%).
Make checks payable to:
LEASE TERM SHEET
Date of Lease:
October 27, 2004
Name of Landlord:
75-5706 HANAMA PARTNERS, a Hawaii limited partnership
Name ofTenam:
County of Hawaii -Council Members
Social Security 4 or Federal ID 4
General Office
Name and Location
Kailas Trade Center
of Building:
75-5706 Hanama Place
Address for Landlord:
Lots 10 and 11-A of the Lone, Kona Subdivision and Grant 10,695
Kailua-Kona, Hawaii 96740
Special Provisions Addendum:
Tax Map Key(s): (3) 7-5-7-44, (3) 7-5-7-45 and (3) 7-5-7-18
Suite
Number(s):
109
Parking Space(s):
Assigned: Two (2)
Additional employee parking onsite is not allowed.
Approximate Gross
Square Feet of Premises:
1,689
Tenn of Lease:
Lease shall commence on:
November I, 2004
Lease shall terminate on:
November 30, 2006
Rent:
Monthly Base Rent: $2,280.15 (Plus General Excise Tax, currently 4.166%)
1. From November I, 2004 to November 30, 2004, the sun of $0.00.
2. From December 1, 2004 to November 30, 2005, the sum of $2,280.15 (Plus cmeal Excise Tec ee entry 4.166%).
3. From December 1, 2005 to November 30, 2006, the sum of $2,347.71 (plus Gmen1 Excee Tu, curremuy 4.166%).
Additional Rent $1,435.65 (Plus General Excise Tax, currently 4.166%)
(as of Lease commencement -- subject to adjustment — see Paragraphs 5(a) and
6 of the Lease Agreement.)
1. From November 1, 2004 to November 30, 2004, the sum of $0.00
2. From December 1, 2004 the sum of S 1,435.65 (plus omen) Excise Tax, tummy 4166%).
Make checks payable to:
75-5706 Hanama Partners
Tenant's Percentage of
Maintenance and Operating
Expenses:
9.32% (See Paragraph 5(b) of the Lease Agreement)
Tenant's Permitted Uses:
General Office
Security Deposit:
$3,870.60
(subject to increase --see Paragraph 8(a) of the Lease Agreement)
Address for Landlord:
75-5706 Hanama Place, Suite 104
Kailua-Kona, HI 96740
Special Provisions Addendum:
None.
LANDLORD:
75-5706 Hanama Partners,
a Hawaii limited partnership
By: Holualoa Management Corporation,
a Hawaii corporation, General Partner
As,
Name: Lynn Taube
Title: Treasurer
Principal Broker
Late:
TENANT:
County of Hawaii
By:
Name:
Title:
Date:
Tenant: County of Hawaii -Council Members
Suite No.(s) 109
LEASE
THIS INDENTURE OF LEASE, is dated and made and entered into as of the date set forth on
the attached Lease Tenn Sheet by and between the Landlord and the Tenant.
THE PARTIES COVENANT AND AGREE AS FOLLOWS:
PREMISES.
a) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, upon the
terms and conditions herein set forth, those certain Premises described on the attached Lease Term Sheet on Lots 10
and 1 I -A of the Lono Kona Subdivision and Grant 10,695, Tax Map Key (3) 7-5-7-44, (3) 7-5-745 and (3) 7-5-7-
18 (Lots 10 and I I -A and Grant 10,695 and the and the improvements thereon shall hereafter be called the
"Property"), Kailui-Kona, Hawaii, commonly known as Kailua Trade Center. The areas so leased are herein called
the Premises", and shown outlined in red on Exhibit "A".
b) In addition to the Premises, Tenant shall, as an appurtenance thereto, have full right of
access to said Premises over and across the common entrances, lobbies, halls, corridors, parking areas and stairways
on the Property.
c) Tenant acknowledges that the square footage of the Premises set forth on the attached
Lease Term sheet is merely an approximation of the actual area of the Premises. Notwithstanding that the square
footage set tomb on the attached Lease Term Sheet is an approximation, Tenant agrees that the stated figure shall
govem in any question relating to the area of the Premises, whether or not the actual square footage of the Premises
is the same as the approximate square footage set forth on the attached Lease Term Sheet.
2. TERM
The tens of this Lease shall commence and terminate on the dates stated on the attached Lease Tenn Sheet.
3. PREMISES ACCEPTED "AS IS".
a) Tenant acknowledges that Tenant has inspected the Premises and accepts them in an "as
is" condition.
b) If Landlord for any reason cannot deliver possession of the Premises to the Tenant on or
before the commencement date of this Lease, this Lease shall not be void or voidable, and Landlord shall not be
liable to Tenant for any loss or damage resulting from Landlord's failure to deliver possession to Tenant However,
during such period of non-delivery, the rent under this Lease shall be abated matil Landlord offers to deliver
possession of the Premises to Tenant. In all cases, however, the commencement and nomination date shall remain
the same even though the Landlord's and Tenant's obligations under this Lease shall not commence until the date the
Landlord offers to deliver possession of the Premises to the Tenant. Notwithstanding the foregoing, if possession of
the Premises shall not be offered by the Landlord to Tenant within ninety (90) days after the commencement date
set forth on the attached Lease Term Sheet, Tenant may terminate this Lease without liability by written notice to
the Landlord between the 90th and 120th day. If Tenant, with the consent of the Landlord, takes occupancy of all or
pan of the Premises prior to the commencement date of this Kase, said occupancy by Tenant shall be subject to all
of the terms and conditions hereof, and Tenant shall pay rent for said period of occupancy prior to the
commencement of said term at the monthly rate prescribed herein for the first month of the term, unless otherwise
agreed by Landlord and Tenant.
4. BASE RENT.
a) For each and every calendar month dining first year of the term of this Lease, Tenant
shall pay to the Landlord, on or before the first (1 at) day of each month, in advance, at Landlord's address, the base
rent set forth on the attached Lease Term Sheet. If the beginning date of this Lease is not on the fust (Ist) of the
month, the base rent for the first fractional month shall be paid prorate, together with the first full month's base rent.
b)
"adjusme-I dwe"), the menthly base mm she!! be atereased '� n afflaunt equal to the it seems ill die
C) The amount of the base rent set forth on the attached Lease Term Sheet is a negotiated
figure and shall govern whether or not the actual square footage of the Premises is the same as the square footage
set forth on the attached Lease Tenn Sheet. Tenant shall have no right to withhold, deduct or offset any amount
from the base monthly rent even if the actual square footage of the Premises is less than the approximate square
footage set forth on the attached Lease Tenn Sheet. In addition, this approximate square footage figure shall serve
as the base figure in determining prorate rent reduction in the event of damage, condemnation or other circumstance
requiring such reduction, abatement or adjustment of rent, notwithstanding that this approximate square footage
shall be more or less than the actual square footage of the Premises.
5. ADDITIONAL RENT
a) In addition to the base rent, Tenant agrees to pay, as additional rent, a percentage share of
all Property maintenance and operating expenses as hereinafter defined. Said percentage shall be in the amount
stated on the attached Lease Term Sheet and is not dependent on or related to the actual square footage of the
Premises or of the Property. Tenant shall have no right to wi(hhold, deduct or offset any amount from the additional
rent even if the actual square footage of the Premises is less than the approximate square footage of the Premises set
forth on the attached Lease Term Sheet All additional rent will be due and payable each month together with the
base rent.
b) The "Additional Rent" figure on the attached Lease Term Sheet is based upon the
Tenant's percentage of the Property's maintenance and operating expenses as of the date of commencement of the
lease term. The maintenance and operating expenses for the Property shall be computed on an annual basis, at the
beginning of each calendar year, and, to the extent such expenses are not fixed or known in advance, shall be
estimated by the landlord for the ensuing year. The Tenant shall pay such expenses, as additional rent, throughout
the calendar year, in advance, with the base rent, subject to reconciliation and adjustment as provided in Paragraph
6. below. Landlord shall notify Tenant of Tenant's share of the expenses for the coming calendar year as soon as
reasonably possible after the beginning of each year. In the event Tenant's lease term shall commence or end at any
other time than the beginning or end of a calendar year, the Tenant's additional rent shall be adjusted prorate for
such shortened period. Landlord shall have the right, in the event of unusual or extraordinary maintenance and
operating expenses, m assess and collect, as additional rent, either as a one time or continuing charge, additional
sums under this Paragraph 5. to pay such expenses without affecting the Tenant's liability for the monthly sums
hereinabove described.
C) "Maintenance and operating expenses" shall include, without limitation, the (i)
Landlord's overhead expenses pertaining to the management of the Property, its common areas and common area
funds, (ii) costs of roof repairs, any other non-structural repairs, line painting, landscaping and irrigation, water,
electricity, maintenance of utility meters, bulb replacement, cleaning up, sweeping and janitorial service, and cost of
garbage and refuse removal, (iii) Property employees' salaries (including payroll taxes and workmen's compensation
premiums), (iv) cost of directing or controlling parking and other policing, (v) liability, fire, business interruption,
property damage and other insurance, including any deductibles payable by the Landlord thereunder, (vi) real
property taxes and any and all other taxes, including any ground rent assessments or charges made under any
betterment or improvement law, attributable to the Property or the land on which it is located, (vii) maintenance,
repair and depreciation of machinery and equipment used in operating and maintaining the Premises and Property,
(viii) all billing, auditing, management and legal expenses relating to the operation and maintenance of the Property,
(ix) any expenses incurred in contesting real property assessmems, arbitrating or determining Master lease rentals
and any assessments or charges made under any betterment or improvement law or otherwise, (x) Master Lease rent,
and (xi) any other costs which the Landlord shall conclude, in its sole discretion, are reasonable and necessary for
maintaining and operating the Premises andior the Property. As used herein the tern "equipment' shall be taken to
include both personalty and fixtures.
d) Tenant shall pay for, prior to delinquency, all telephone, utility and all other materials
and services, not expressly required to be paid by Lessor, whether as building operating expenses or otherwise,
which may be famished to or used in, on, or about the Premises during the term ofthis Lease.
BREAKDOWN OF ADDITIONAL RENT.
A breakdown of maintenance and operating expenses for the Property shall be provided annually to the
Tenant within ninety (90) days of each calendar year end. If the maintenance and operating expenses according to
such breakdown shall differ from the expenses computed by Landlord pursuant to Paragraph 5, the expenses
according to such breakdown shall be deemed correct and an appropriate adjustment shall be made in the rent by
prompt payment by Tenant of any deficiency or, in the event of an excess, subject to Paragraph 7 below, an
adjustment of additional rent thereafter due to provide Tenant with reimbursement over a period of time not to
exceed twelve (12) months.
MAINTENANCE RESERVE ACCOUNT.
Notwithstanding anything to the contrary contained in this Lease, Landlord shall have the option of
establishing and maintaining a "Maintenance Reserve Account" for the purpose of accumulating funds for the
payment of extraordinary maintenance and operating expense as defined in Paragraph 5 above. The Landlord shall
have the option of depositing any excess additional rent received from Tenant into the Account in lieu of an
adjustment in rent as provided in Paragraph 6 above. All funds in the account become the property of the Landlord
for the purposes herein described and Tenant shall have no right or claim (o such funds whether by way of offset,
reimbursement or credit.
SECURITY DEPOSIT.
a) Amount of Deposit.
Tenant, contemporaneously with the execution of this Lease, shall deposit with the
Landlord the security deposit set forth on the attached Lease Term Sheet. This security deposit shall be held by the
Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the teme,
covenants, and conditions of this Lease to be kept and performed by Tenant during the term of this Lease. Upon
demand by the Landlord, the Tenant shall deposit additional funds with the Landlord to increase the amount of the
security deposit so that the security deposit shall be equal to the amount of the monthly base rent and all additional
rent payable under this Lease as from time to time increased pursuant to Paragraphs 4 and 5 of this Lease.
b) Use and Rehm of Deposit.
If Tenant fails to keep and perform any of the terms, covenants and conditions of this
Lease to be kept and performed by Tenant, including the payment of rent or any other sum to Landlord, then the
Landlord, at its option, may appropriate and apply the entire deposit, or so much of the deposit as may be necessary,
to compensate Landlord for any overdue rent or other sum or any loss or damage sustained or suffered by Landlord
due to such breach by Tenant. Should the entire deposit, or any portion thereof, be so appropriated and applied by
Landlord for the payment of losses, damages, overdue rent or other sums due and payable to Landlord by Tenant
hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to the Landlord a sufficient
amount to restore the security deposit to the original sum deposited. Tenant's failuro to do so within five (5) days
after receipt of such demand shall constitute a breach of this Lease. If Tenant complies with all of such terms,
covenants, and conditions and promptly pays all of (he rent and all other sums payable by Tenant to Landlord under
this Lease as they fall due, then the security deposit shall he returned, without interest, to Tenant at the end of the
term of this Lease, or upon earlier termination of (his Lease.
C) Transfer or Deliver Security Deposit.
Landlord may transfer and/or deliver the security deposit, as such, to the purchaser of the
reversion of this Lease, in the event that the reversion is sold and thereupon Landlord shall be discharged from any
further liability to Tenant in reference thereto.
TAX ON RENT.
In addition to the rent herein provided, Tenant shall also pay over and reimburse Landlord, on each rental
payment date during the tens hereof, an amount equal to that portion of the State general excise or gross income tax
assessed to Landlord and attributable to the rent and other payments made by or on behalf of Tenant under the terms
of this Lease, and Tenant shall also pay all and any increases in said taxes from time to time and any and all other
taxes or duties levied or assessed by the State of Hawaii, the County of Hawaii, or any other political subdivision of
the State of Hawaii now or hereafter having power to levy taxes or duties which we attributable to the rent or other
payments made by or on behalf of Tenant under the terms of this Lease. It is the intent of this provision and of the
other provisions of this Lease to insure that the rent herein provided to be paid to Landlord by Tenant will be
received by Landlord without diminution by any tax, assessment, charge or levy of arty nature whatever, except
United States and State net income lazes, and the terms and conditions of this Lease shall be liberally construed to
effect such purpose.
10. INSURANCE.
a) Tenant shall take out and keep in force during the term of this Lease, at Tenant's expense,
public liability insurance with coverage in the minimum amounts of ONE HUNDRED THOUSAND AND NO/100
DOLLARS ($100,000.00) for property damage and in the amount of FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00) for injury to or death of one person and ONE MILLION AND NO/100
DOLLARS ($1,000,000.00) for personal injury or death to more than one person or a single limit policy of not leas
than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) naming the Landlord and Landlord's agent, if any,
es additional insureds. The limits of said insurance shall not, however, limit the liability of Tenant hereunder. Said
insurance shall include Tenant's Protective Liability coverage and shall also include contractual liability coverage
covering all indemnification obligations of Tenant hereunder.
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 10 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 behalf 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 in personal 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.
g) Tenant represents and warrants to Landlord that it is self-insured and that the self-
insurance fund in the current amount of $ applies to all of the coverages and in the
minimum amounts required under this Lease. In the event that such self-insurance shall no longer be available to
Tenant during the term hereof, Tenant agrees that Tenant shall procure and maintain the insurance policies required
under this Article 10 and provide such evidence of insurance to Landlord.
ll. USE.
a) The Premises may be used and occupied only for the purpose of carrying on the business
described on the attached Lease Term Sheet and for no other purpose or purposes. All operations by the Tenant in
the conduct of its business shall be Performed within the demised Premises and in no other areas of the Property
without the written consent of the Landlord.
b) Lessee acknowledges that neither Lessor nor Lessor's agents has made any representation or
warranty as to the suitability of the Premises for the conduct of Lessee's business or as to the square footage of
space over which Lessee shall have exclusive use and occupancy and that Lessee and its agents and contractors
have been provided with an opportunity to thoroughly inspect and measure the Premises and the Project.
12. USE OF PREMISES AND COMPLIANCE WITH LAW
It is understood and agreed by the Landlord and Tenant that the Premises being leased hereunder are
located in a first-class office building and that accordingly, the Tenant, in the operation of its business, both with
regard to the services provided and the products offered for sale, must conduct itself in a manner which is
compatible with the building and the other tenants located therein. In order to facilitate the implementation of the
foregoing understanding and agreement, the Landlord and Tenant agree to the following terms and conditions
regulating the use of the Premises:
a) The Tenant shall not perform any acts or carry on any practices which may he injurious
to the building, or be a nuisance or menace to other tenants in the building. The Tenant recognizes and
acknowledges that the appearance of the Premises are of considerable import to the Landlord and agrees to maintain
them with particular attention being paid to their orderliness, cleanliness, and quality.
b) The Tenant shall not permit the Premises to be used for any improper, offensive, or
unlawful purpose or for any purpose which will increase the existing rate of insurance on the Property. The Tenant
will keep the Premises in a strictly clean, safe, neat and sanitary condition, and will observe, perform and comply
with all laws, statutes, ordinances, rules and regulations of the health and other government authorities applicable to
the Premises and of all insurance policies at any time duly issued or in force which are applicable to the conduct of
the Tenant's business in or about the Premises or any part thereof and will indemnify the Landlord against all
actions, suits, damages and claims by whomsoever brought or made by reason of the nonperformance or
nonobservance of such laws, statutes, ordinances, rules and regulations or of this covenant, such indemnification to
include not only the award of any Cour, but also the Landlord's court costs and attorney's fees.
C) The Tenant agrees not to place or cause to be placed on the Property any notices,
advertisements, written solicitations, or writings of any nature for the purpose of soliciting or originating any
business with the other tenants of the Property.
d) The Tenant shall not commit or suffer to be committed any waste in or upon the Premises
or the Property or maintain any public or private nuisance or any other action which may interfere with or disturb
the quiet enjoyment of any other tenant of the Property.
e) The Tenant shall not maintain, place or store any products, equipment, goods, materials,
vehicles, boats, trailers, containers or other items in any common area of the Premises, including parking areas,
without the specific written consent of the Landlord.
f) Tenant shall not be allowed to use the time of the Landlord, the Property or the building
in which the Premises are located, or words to that effect, in connection with any business carried on in said
Premises, except as Tenant's address, without the prior written consent of Landlord.
13. RULES AND REGULATIONS.
Landlord shall have the right to promulgate rules and regulations, and amend the same from time to time,
with respect to the use and operation of the Property which shall be binding upon Tenant on notice to Tenant. In
enforcing these rules and regulations, Landlord shall have all remedies provided in this Lease for a breach of a term
of this Lease, and all other legal and equitable remedies.
14. HAZARDOUS MATERIALS.
a) Tenant is expressly required at all times during the term of this Lease to observe and
perform the requirements of all "Hazardous Materials laws." This term means and includes all federal, state or local
laws, ordinances, or regulations, or other requirements , now or hereafter in effect, relating to environmental
conditions, industrial hygiene, occupational safety or health, or hazardous materials in, on or under the Premises,
including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C., Section 96021. et seq., the Resource Conservation and Recovery Act, 42 U.S.C.,
Section 6901, et seq, the Hazardous Materials Transportation Ace, 49 U.S.C., Section 1801, et seq., the Clean
Water Act, 33 U.S.C., Section 1251, et seq., the Clean Air Act, 42 U.S.C., Section 7401, et seq., the Toxic
Substances Control Act, 15 U.S.C., Sections 2601-2629, the Safe Drinking Water Act, 42 U.S.C.., Sections 300f -
300j, Chapters 3428, 342C, 342D, 342H, 3421, 343J, 343L and 342N of the Hawaii Revised Statutes, and any
similar federal, state of local or ordinances and the regulations or other requirements now or hereafter adopted,
published or promulgated pursuant thereto.
(i) As used herein, the term "hazardous material' means and includes any and all
radioactive materiel, asbestos, polychlorinated biphenyls ("PCB's"), petroleum, crude oil, or any fraction thereof,
chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, toxic substances and any and all
other substances or material defined as or included in the definition of"hazardous substances; "'hazardous wastes;'
"hazardous material;" or "toxic substances." under, or for the purposes of, the Hazardous Material Laws.
(it) As used herein, the term "Hazardous Discharge" means any event involving the use,
deposit, disposal, spill, release or discharge of any Hazardous Material in, on or under the Premises.
(iii) As used in this Lease, the phrase "in the Premises" shall mean in, on, within or
under the Premises.
(iv) If the requirements imposed by any of said laws, ordinances, rules, regulations,
covenants, conditions, restrictions or standards shall be inconsistent with each other, Tenant shall comply with the
most stringent requirement.
b) Tenant shall maintain and make available to Landlord, during reasonable business hours,
all records pertaining to Tenant's improvements and alterations and all records required by Hazardous Materials
Laws and laws pertaining to underground storage tanks, including, but not limited to, records of the size, type,
location, use and monitoring of any such storage tanks placed in the Premises. Any records required to be kept or
filed with any governmental authority regarding cessation of use of such storage tanks or the investigation or
remediation of any release from such tanks shall also be famished to the Landlord.
C) Tenant shall, before commencing operation of its business or any construction or
alteration of buildings or improvements in the Premises, seek and secure all approvals and permits therefor which
may be required from any governmental authority having jurisdiction thereof, including without limitation,
requirements regarding land, air and water use, emissions and noise emissions, hazardous waste materials and
underground storage tanks from time to time in effect. Where a plan for operation of closure is required, Tenant
shall not commence operations or construction until such closure plan has been approved by appropriate
govemmenlal authorities and by Landlord, and Tenant has provided evidence satisfactory to Landlord of its ability
to fund the estimated cost of implementing such closure plan. All costs of attaining necessary approvals and permits
shall be at Tenant's sole cost and expense. Tenant agrees to undertake to consult with supervising governmental
authorities and to comply with the directions and design requirements of such authorities for the operation of its
business and the construction or alteration of any improvements in the Premises.
d) Any approval by Landlord of such applications shall be without any warranty of the
adequacy or accuracy of the statements and materials contained therein. Tenant shall provide landlord with copies
of all permits received by Tenant from time to time upon Landlord's written request
e) With respect to these provisions, any noncompliance with applicable governmental
environmental standards, regulations, administrative requirements or the requirements of hazardous material and
underground storage tank management shall constitute "waste." Tenant agrees that anything produced or brought
onto the Premises which is or becomes a hazardous material shall only be handled, kept, utilized, stored, and
disposed of in accordance with all applicable laws. Tenant further agrees, at its sole cost and expense, to dispose of
all waste, whether hazardous or nonhazardous, solid, liquid or gascous, in accordance with the requirements of all
applicable laws. Tenant shall not bum any rubbish, including cuttings, weeds, brush or other waste material from
the planting or growing of crops, on the Premises. Tenant shall take all such measures as shall be necessary to
preclude the burial or disposal or release on the Premises, by Tenant, or the discharge or disposal or release by the
Tenant into the sea, surface waters, underlying aquifer or the air, or any other part of the environment, of any
hazardous material, whether liquid, gaseous, solid, radioactive or otherwise in contravention of any applicable law.
Tenant shall not permit any noise, smoke or vibration to emanate from the Premises which materially interferes with
the use and enjoyment of the Premises or the Property. If any hazardous material is buried in the Premises or the
Property, or discharged into the sea, surface waters, underlying aquifer or the air, or released into the environment,
either intentionally or inadvertently, by Tenant or anyone claiming by or through Tenant, Tenant shall promptly
investigate, remediate and remove all such hazardous material as may remain and so much of any portion of the
environment as shall have become contaminated in accordance with all applicable government requirements and
replace any removed portion of the environment (such as soil) with uncontaminated material of the same character
as existed prior to contamination.
f) Upon twenty-four (24) boors advance written notice by Landlord to Tenant, Tenant will
permit Landlord and Landlord's agents at all reasonable limes during the term of this lease to enter the Premises to
inspect and examine the same and determine the state of repair and condition thereof, including, without limitation,
the right to inspect Tenant's records regarding compliance with all governmental requirements and to make such
samplings, corings and other forms of testing as may be reasonably necessary to determine or verify such
compliance. Such inspection shall be at landlord's cost and expense, all without any rebate of rent or liability to
Tenant for any loss of occupation or quiet enjoyment of the Premises thereby occasioned. Tenant shall build,
maintain and repair at its own expense all structures and remedy all defects required by the provisions of this lease
to be built, maintained, made, remedies, and repaired by Tenant of which notice shall be given by Landlord,
Landlord's agent, or any governmental authority, within thirty (30) days after the giving of such notice, or within
such shorter period as required by governmental order or other form of directive.
g) With respect to the obligations of this Paragraph 14, Tenant shall defend with counsel
selected by Landlord, indemnify and save harmless Landlord, and Landlord's officers, directors, employees, agents,
successors and assigns, against and from all liabilities, obligations, damages, penalties, claims, cross-claims,
charges, loss, cost, investigation and remediation expenses including reasonable attorneys' and consultants' fees,
which may be imposed upon, brought against, reasonably incurred by Landlord by reason of any cause whatsoever
arising out of or in connection with the use, occupancy and enjoyment of the Premises by Tenant or any other
person thereon claiming under Tenant, including, without limitation, any harts or contamination resulting therefrom
to Landlord, persons claiming under Tenant, other tenants of Landlord, third parties, the aquifer underlying the
Premises, the Property, the sea, surface waters, the soil of the Premises and surrounding lands and the air, or any
accident, fire or nuisance in the Premises or any other adjacent area not caused by any facilities of others, or any
failure by Tenant to keep the Premises and sidewalks in safe condition.
h) Upon expiration or termination of this lease, Tenant shall remove all improvements, all
rade fixtures and underground storage tanks in, on or under the Premises, shall promptly investigate and remediate
any release of hazardous materials to the environment caused or reasonably suspected to be caused by such fixtures
or tanks, and shall promptly repair to Landlord's satisfaction all damages caused by such removal. All such
removals, repairs, investigation and remediation shall be at Tenant's sole cost and expense. Tenant shall also, at
Tenant's sole cost and expense, provide Landlord with evidence satisfactory to Landlord that Tenant has fully
complied with all authority having jurisdiction over the Premises or any acts or activities of Tenant therein,
including, without limitation, full compliance with any closure plan filed or required to be filed with any
governmental authority with respect to the removal of all Hazardous Material and underground storage tanks from
the Premises.
i) If Tenant fails to provide such evidence to Landlord within thirty (30) days after such
termination or expiration of this Lease, Landlord may effect such full compliance with the requirements of
governmental authorities. All costs incurred by Landlord in effecting such compliance shall be at Tenant's expense
and Tenant will, within thirty (30) days from Tenant's receipt of demand by Landlord, reimburse Landlord for such
cost, together with interest at the rate of twelve percent (120/6) per annum. Until such full compliance is complete,
either by Landlord or Tenant, and all costs therefor have been paid by Tenant or reimbursed by Tenant to Landlord,
together with interest thereon, if any, the Premises and this lease shall not be deemed surrendered and Tenant shall
continue to pay rent for the premises in a amount equal to the rent paid by Tenant during the month preceding
termination, prorated for the period of time from termination to surrender.
j) Tenant shall not be relieved of its obligations under this Lease until surrender is
completed in accordance with these provisions. Final inspection or release of the Premises by any interested
governmental agencies and by Landlord shall be a condition precedent to completion of surrender and termination
of Tenant's obligations hereunder. Nothing herein shall be deemed to relieve Tenant of any obligation, such as the
obligation to indemnify Landlord, which by the specific terms of this Lease survives termination or expiration of
this Lease.
k) Landlord makes no representation, covenant, or warranty to Tenant, its successors and
assigns, regarding whether or not the Premises or the Property are in full or partial compliance with any federal,
state or local environmental statutes, regulations and ordinances or any other environmental requirements in any
way relating to or affecting the Premises or storage of hazardous materials. Tenant shall conduct its own
environmental audit and due diligence investigations to determine compliance with such laws. Tenant shall
indemnify Landlord against, and shall take full responsibility for, the cost of investigation, remediation, testing,
removal or enclosure as may be required by any governmental authority with respect to any substance which was
released in, on or under the Premises or the Property, whether before or during the period that Tenant holds this
Lease; provided, that, such indemnity obligation of Tenant shall not include any Hazardous Discharge or Hazardous
Materials Claim which Tenant can prove by clear and convincing evidence that such Hazardous Discharge or
Hazardous Materials Claim arises out of hazardous materials that pre-existed the date of delivery of the Premises to
Tenant and were not caused by Tenant, its employees, agents, contractors or consultants.
1) If Tenant at any time becomes aware of any Hazardous Discharge or of any Hazardous
Materials Claim in respect of the Premises or the Property, the Tenant will immediately so notify the Landlord and
provide to the Landlord such derailed reports of any such event es may be reasonably requested by Landlord.
Landlord shall have the right to join and participate, as a party if it so elects, in any settlements, remedial action,
legal proceedings or actions initiated in respect of any Hazardous Materials Claims.
15. IMPROVEMENTS, ALTERATIONS AND FIXTURES
a) All improvements, fixtures and equipment installed by Tenant shall be new or completely
reconditioned and acceptable in all respects to Landlord for use on the Premises. Tenant will not make or cause to
be made any alterations or improvememrs or install or cause to be installed any trade fixtures, exterior signs, interior
or exterior lighting, plumbing fixtures, shades or awnings or make any changes to the Premises without the prior
written consent of the Landlord, which consent shall not be unreasonably withheld. Tenant shall present to the
Landlord plans and specifications for said work at the time approval is sought and Landlord shall require no further
payment from the Tenant for such approval except the costs, if any, of legal and architectural review of such plans
and specifications. All alterations or improvements made to the Premises by Tenant shall comply with all
applicable federal, state and county laws, codes, ordinances, rules and regulations, including but not limited in, the
Americans with Disabilities Act ("ADA"), 42 U.S.C. Sections 12101 through 12213, as amended, and all rules and
regulations promulgated thereunder, including but not limited to, any design requirements specified by the ADA.
b) All alterations or improvements to the Premises shall remain for the benefit of the
Landlord and shall not be removed unless otherwise expressly agreed in writing and shall be presumed to become
an integral part of the Premises. Notwithstanding the fact that all such alterations and improvements shall become
an integral pan of the Premises, such alterations and improvements shall not be deemed a rent substitute or any
other payment to or for the benefit of the Landlord.
C) Tenant shall obtain all permits, licenses and approvals required for any alterations or
improvements and promptly pay all contractors and materialmen so as to minimize the possibility of a lien attaching
to the Premises or to the Property, and should any such lien be made or filed, Tenant shall bond against or discharge
the same within ten (10) days after written request by Landlord.
d) Prior to commencing any interior construction, or any alterations, remodeling or other
construction in the Premises, Tenant shall famish evidence satisfactory to landlord that Tenant has obtained all
permits, licenses and approvals and is financially able to pay the contractor, and shall furnish a copy of a bond in an
amount, in a form and with a surely acceptable to Landlord naming Landlord and Tenant as obligees, and ensuring
completion of the proposed work free and clear of liens.
16. REPAIRS AND MAINTENANCE
a) Repairs By Tenant.
Tenant shall at all times keep the Premises (including entrances, all interior glass and
window moldings) and all partitions, doors, fixtures, equipment and appurtenances therein (including lighting and
plumbing fixtures and any air conditioning system, but excluding structural portions of the Premises) in good order,
condition and repair (including reasonably periodic painting of the interior).
b) Landlords Right To Cure Tenant's Default.
If Tenant refuses or neglects to repair as required under this Lease to the reasonable
satisfaction of Landlord as soon as reasonably possible after written demand, Landlord may make such repairs
without liability to Tenant for any loss or damage that may occur to Tenant's property or to Tenant's business, and
upon completion thereof, Tenant shall pay the Landlord's costs for making such repairs upon a presentation of the
bills therefor, as additional rent.
C) Structural Remus By Landlord.
If Landlord is required to make repairs to structural portions of the Property by reason of
Tenant's negligent acts or omissions to act, Landlord may add the cost of such repairs to the rent which shall
thereafter become due, and Tenant shall pay the same as additional rental. The phrase "structural portions of the
Property;' as above used, shall not be so construed as to require Landlord to make repairs to the interior surfaces
thereof unless the damage to such interior surface resulted from Landlord's acts or omissions or defects otherwise
required to be kept in repair by Landlord. If Landlord is required to make repairs to structural portions of the
Property to comply with federal, state or county laws, ordinances, codes, rules and regulations, including but not
limited to, ADA, such costs may he included as Maintenance and operating expenses, as determined by Landlord, in
its sole discretion. Tenant shall provide Landlord with written notice of any repairs required to be made to the
structural portions of the Premises, and Landlord shall have thirty (30) days from receipt of such notice to evaluate
Tenant's complaint and to perform such repair work as Landlord, in its sole discretion, deems necessary or
appropriate, or if Landlord cannot reasonably perform such repair work within such 30 -day period, to commence
such repair work within such 30day period and diligently pursue the same thereafter to completion.
17. LIENS AND INSOLVENCY.
Tenant shall keep the Premises and the Property free from any liens or encumbrances arising out of any
work performed by Tenant, materials furnished by Tenant, or obligation incurred by Tenant. Upon the occurrence
of any of the following events, Landlord may terminate this Lease forthwith by giving Tenant notice of its election
to do so: (i) if Tenant files a voluntary petition in bankruptcy, or for reorganization under the bankruptcy laws, or is
adjudged a bankrupt by a court of competent jurisdiction; or (ii) if Tenant makes an assignment for the benefit of
creditors; or (iii) if a receiver is appointed by a court of competent jurisdiction for Tenant's business and it is
established in the receivership proceedings that Tenant is insolvent.
18. ASSIGNMENT AND SUBLETTING.
a) Restriction on Assignment and Subletting.
Tenant shall not assign this Lease, or any interest therein, nor sublet the Premises or any
part thereof, or any right or privilege appurtenant thereto, nor suffer any other person (the agents and employees of
the Tenant excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of the
Landlord, which consent may be withheld for any or no reason at the Landlord's sole discretion. landlord shall in
all cases have the right to determine that any proposed assignee or sublessee shall be of sound financial condition
and shall use the Premises only for suitable purposes. A consent by the Landlord to one assignment, subletting,
occupation or use by any other person, shall not be deemed to be a consent to any subsequent assignment,
subletting, occupation or use by another person. Any such assignment or subletting without Landlord's consent
shall be void, and shall, at the option of Landlord, terminate this Lease. This Lease shall not, nor shall any interest
therein, be assignable, as to the interest of Tenant, by operation of law, without the written consent of Landlord.
b) Consent Fee and Rent Adiustment.
Landlord shall have the right to impose, as a condition of any consent to an assignment
of this Lease or a subletting of the Premises, a fee of $500.00 to be paid by the Tenant to the Landlord for the costs
of processing and reviewing the proposed assignment or subletting. Upon any assignment or subletting under this
Paragraph 18 the monthly base rent payable hereunder shall automatically increase by an amount equal to fifteen
Percent (157/6) of the then applicable monthly base rent, subject to regular adjustments u provided in Paragraph 4 b)
above.
C) Change ofOwnershio.
If the Tenant is a corporation, partnership, or other business entity, the consent of the
Landlord shall be required prior to any change, from that existing on the beginning date of this Lease, in the
ownership of Tenant's business, whether as a result of any sale of assets, transfer of stock or other ownership
interest, merger, consolidation, spinoff or otherwise, and whether by operation of law or any other disposition.
Any such change in the ownership of Tenant's business shall be deemed to be an assignment for the purposes of
Paragraph I8a), and Landlord shall have the right, in its sole and absolute discretion, to terminate this Lease in the
event of any such assignment without Landlord's consent as required by Paragraph I8a).
d) Continuing Liability of Tenant,
No assignment or subletting of Tenant's interest permitted under this Paragraph or
consented to by Landlord shall in any way release Tenant of any liability and responsibility assumed under the
terms of this Lease.
C) Extension.
Except as may otherwise be provided herein, Landlord shall have no obligation to extend
or renew this Lease upon its termination or upon such termination to give another lease to Tenant covering the
Premises, and upon such termination Landlord may lease the Premises to others to operate therein a business the
same as or different from that operated by Tenant.
t) Profits on Assignment or Sublease.
Without affecting any of its other obligations under this Lease, Lessee shall pay to Lessor
the total of all money or other economic consideration received as a result of (1) subletting any or all of the space
covered by this Lease, and/or (2) assignment of this Lease. This amount shall be in addition to any rent due under
this Lease, and shall apply to all amounts received by the Lessee whether or not described as payments of "rent."
For example, if a Lessee is renting 2,000 sq.ft. of space for $10,000 per year, and sublets 1,000 sq.ft. of the space to
another tenant for $6,000, Lessee owes Lessor a total of $13,000 per year during the term of the sublease, This
consists of $3,000 received by the Lessee from the sublease (constituting Lessee's "profit' on the sublease) plus
$10,000 (the annual base rent due under the Lease).
19. SURRENDER AND HOLDING OVER.
a) Surrender Upon Termination
At the expiration of the tern of this Lease, Tenant shall surrender the Premises in the
same condition of cleanliness, repair and sightliness as the Premises were in upon the Tenant's commencement of
business under this Lease, reasonable wear and tear excepted. Tenant shall surrender all keys for the Premises to
Landlord at the place then fixed for the payment of rent and shall inform Landlord about all combinations on locks,
safes and vaults, if any, in the Premises. On such day, unless the Landlord shall, in its sole discretion, require the
removal thereof, all alterations, additions, improvements, all hard surface bonded m adhesively affixed flooring, and
all fixtures on the Premises shall become the property of Landlord and shall remain upon and be surrendered with
the Premises as a part thereof, without disturbance, molestation or injury, and without credit to Tenant, its
sublessees, concessionaires or licensees. On or before the last day of the term or the sooner termination hereof,
Tenant, if not then in default, shall remove all trade fixtures, operating equipment and other personal property of
Tenant and, if required by the Landlord, remove all alterations, additions, improvements, flooring and other fixtures,
from the Premises and repair any damage occasioned by any such removal. If Landlord is required to repair any
damage caused to the Premises by such removal, Tenant shall repay the Landlord for the cost of the same. Property
not so removed shall be deemed abandoned by Tenant. If the Premises are not surrendered at such time, Tenant
shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the premises,
including without limitation, any claims made by any succeeding tenant based on such delay and/or Landlord's lost
rental income. Tenant's obligation to observe or perform this covenant shall survive the expiration or other
termination of the tern of this Lease.
b) Liquidated Damages.
If Tenant shall, at the expiration or other termination of this Lease, fail to yield
possession to Landlord, Landlord shall have the option to require Tenant to pay and Tenant shall pay, as liquidated
damages, for each day possession is withheld, an amount equal to double the amount of the daily base rent
computed on the basis of a thirty (30) -day month, together with any additional rent or other payments required
under this Lease.
C) Holding Over.
Any holding over after the expiration of the term of this Lease, with the consent of
Landlord, shall be construed to be a tenancy from month to month at a monthly rent specified by Landlord in
writing and on the terms and conditions specified in this Lease, so far as applicable.
20. DEFAULT.
a) Right to Reenter.
In the event of (i) any failure of Tenant to pay any base rent or additional rent due
hereunder when it is due, or (it) any failure to perform any other of the terms, conditions, or covenants of this Lease
to be observed or performed by Tenant (except for a default in the payment of rent) for more than three (3) days
after written notice of such default shall have been mailed to Tenant, or (iii) the occurrence of any event described
in Paragraph 17 above, or (iv) if Tenant shall abandon the Premises, or suffer this Lease to be taken under any writ
of execution, any such happening shall be considered a default by Tenant, and Landlord, besides any other rights or
remedies it may have, shall have the immediate right, with or without termination, of re-entry and may remove all
persons and property from the Premises and such property may be removed and stored in a public warehouse or
elsewhere at the cost of, and for the account of Tenant, all without service of notice or resort to legal process and
without Landlord being deemed guilty of trespass, or becoming liable for any loss or damage which may be
occasioned thereby.
b) Right to Re -le[
Should Landlord elect to re-enter under Paragraph 20 a), or should it take possession
pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it
may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in
order to re -let the Premises, and re -let the Premises or any part thereof for such term or terms (which may be for a
tens extending beyond the term of this Lease) and at such rent and upon such other terms and conditions as
Landlord in its sole discretion may deem advisable. All rents received by the Landlord from such re -letting shall be
applied (i) to the payment of any indebtedness (other than rent due hereunder) from Tenant to Landlord, (if) to the
payment of any costs and expenses of such re -letting and of such alterations and repaint, (iii) to the payment of rent
due and unpaid hereunder and the residue, if any, shall be held by Landlord and applied in payment of future rent
as the same may become due and payable hereunder. If the rent received from such re -letting during any month is
less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency (which shall
be calculated and paid monthly) to Landlord.
C) Termination
Upon any default by 'recant, m that term is defined in Paragraph 20 a) above, Landlord
may terminate this Lease by giving written notice to the Tenant of intention to do so, specifying a day not earlier
than five (5) days thereafter, and the term of this Lease and all right, title and interest of the Tenant hereunder shall
expire as fully and completely on the day so specified as if that day were the date fixed in this Lease for the
expiration of the tern. No re-entry or taking possession of the Premises by Landlord shall be deemed its election to
terminate this Lease unless a written notice of termination is given to Tenant or unless the termination is decreed by
a court of competent jurisdiction. Landlord may at any time after reletting the Premises without terminating this
Lease, elect to terminate this Lease for Tenant's previous default.
d) Damages to Landlord.
If Landlord terminates this Lease because of a default by Tenant, in addition many other
remedies Landlord may have, it may recover from Tenant all damages it may incur by reason of such default,
including the cost of recovering the Premises, attoni fees, and the worth at the time of such termination of the
excess, if any, of the amount of rent and additional rent reserved in this Lease for the remainder of the stated tern
over the then reasonable rental value of the Premises for the remainder of the stated tens, all of which amounts shall
be immediately due and payable from Tenant to Landlord.
e) Separate Suite.
Landlord shall have the privilege of splitting its cause of action for rent so as to permit
institution of a separate suit or proceeding for the base and additional rent due Landlord under this Lease and a
separate suit or proceeding for any other payment required under this Lease and neither the institution of any such
suit or proceeding nor the entering of judgment therein, shall bar Landlord from bringing a subsequent suit or
proceeding for the base rent, the additional rent, or for any other payments required hereunder.
f) Non -waiver.
The waiver by Landlord of any breach of any term, covenant or condition of this Lease
shall not he deemed a waiver of such term, covenant or condition or of any subsequent breach of any term, covenant
or condition. The subsequent acceptance of rent by Landlord shall not be deemed a waiver of any preceding breach
by Tenant of any tern, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rent
so accepted, regardless of Landlord's knowledge of such preceding breach at the time of such acceptance.
g) No Accord and Satisfaction
No payment by Tenant or receipt by Landlord of a lesser amount than the rem herein
stipulated shall be deemed to be other than on account of the rent claimed by Landlord, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy provided in this Lease.
h) Late Fee and Interest on Pest Due Amounts.
Tenant hereby acknowledges that late payment by the Tenant of rent and other sums due
under this Lease will cause the Landlord to incur costs not contemplated by this Lease, the exact amount of which
will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting
charges, and late charges which may be imposed on the Landlord by the terms of the Master Lease or any mortgage
covering the Premises. Therefore, in the event the rent hereunder shall not be received by the tenth (10th) of the
month, a late fee computed at the rate of ton percent (10%) of the amount of the unpaid rent shall automatically be
charged. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor
will incur by reason of Tale payment by Lessee. Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's default with respect to such overdue amount nor prevent Lessor from exercising any
of the other rights and remedies granted hereunder. Any amounts owing by Tenant to Landlord under the terns of
this Lease shall carry interest from the date the same become due until paid at the rate of eighteen percent (I8%) per
annum. Said interest shall be considered a part of the rent payable under this Lease.
it Waiver of jury Trial and Venue.
The parties each hereby waive trial by jury in any action, proceeding or counterclaim
brought by either against the other on any matter whatsoever arising out of or in any way connected with this Lease
or Tenant's use or occupancy of the Premises, including any claim of injury or damage, and any emergency and
other statutory remedy with respect thereto. The panics also agree that the venue of any such action, proceeding or
counterclaim shall be in the County of Hawaii.
21. DAMAGE TO OR DESTRUCTION OF BUILDING.
a) Reoaim by Landlord.
Except a; may otherwise be required by the Master Lease or any mortgage on the
Property, if the Premises or any portion of the Property should be damaged or destroyed during the term hereof by
any casualty or should the Property be damaged to an extent of twenty-five percent (25%) or more of the then tax
assessed value thereof, then the landlord may either terminate this Lease or elect to repair or restore said damage or
destruction, in which latter event Landlord shall repair and/or rebuild the same as provided for below and the base
rent shall be abated proportionately as provided in Paragraph 21 d). Landlord shall advise Tenant in writing
whether it intends to rebuild or repair within sixty (60) days after the casualty. If Landlord elects not to repair or
rebuild, this Lease shall terminate without further notice, in which event all further obligations of either party shall
cease, effective as of the date Tenant shall cease business in the Premises. If such damage or destruction occurs and
this Lease is not so terminated by Landlord, this Lease shall remain in full force and effect, and the parties waive the
provisions of any law to the contrary. The Landlord's obligation under this Paragraph shall in no event exceed the
scope of the work done by the Landlord or its predecessors in the original construction of the Property and the
Premism
b) Continuation of Business.
Tenant agrees during any period of reconstruction or repair of the Premises and/or of the
Property to continue the operation of its business in the Premises to the extent reasonably practicable from the
standpoint of good business practice.
C) Renairs by Tenant.
Tenant shall, in the event of any damage or destruction affecting the Premises, unless this
Lease shall be terminated as provided in Paragraph 21 a), promptly replace or fully repair all furniture,
improvements, trade fixtures, equipment, and other fixtures originally installed by Tenant. Landlord shall have no
interest in the proceeds of any insurance carried by Tenant on Tenant's interest in this Lease, and Tenant shall have
no interest in the proceeds of any insurance carried by Landlord.
d) Abatement of Base Rent.
Except in those cases where damage or destruction to the Premises shall have been
caused by the fault of the Tenant, the base rent shall be abated proportionately during my period during which, by
reason of any damage or destruction, there is a substantial interference with the operation of the business of Tenant
in the Premises, and such abatement shall continue for the period commencing with such destruction or damage and
ending with the completion by the Landlord of such work of repair and/or reconstruction as Landlord is obligated
to do. Nothing in this Paragraph shall be construed to abate or diminish additional rent or abate base rent where
interference with the operation of the Tenant's business shall have been a result of the Tenant's acts, omissions or
other fault. In the alternative, Landlord may, but shall not be obligated to, offer to lease a temporary space of
comparable size to Tenant for Tenant's permitted use during the period of repair and/or reconstruction of the
Property and the Premises; provided, that, Tenant shall be solely responsible for all relocation costs and all costs to
improve such temporary premises so that they are suitable for Tenant's use. In the event that Landlord offers
Tenant temporary premises and Tenant accepts such temporary premises, Tenant shall not be entitled to an
abatement of rent as set forth hereinabove; Tenant shall pay to Landlord the base rent based upon the gross square
feet of the temporary premises and shall observe and shall at time be bound by all other terms, conditions and
covenants of this Lease during such period of repair and/or reconstruction of the Property and the Premises.
Landlord shall provide Tenant with sixty (60) days' advance written notice of the anticipated dale of completion of
such repair and/or reconstruction of the Property and date of delivery of the Premises.
22. CONDEMNATION
a) Automatic Termination of Lease.
Except as may otherwise be required by the Master Lease or any mortgage on the
Property, if the whole of the Premises shall be taken by my public authority under the power of eminent domain,
then the term of this Lease shall cease as of the day possession is taken by such public authority, and all rent shall be
paid up to that dale. if only a part of the Premises shall be taken under eminent domain, this Lease shall terminate
as to the portion taken, and, unless this Lease shall be terminated as hereinafter provided, it shall continue in full
force and effect as to the remainder of the Premises, and the base rent shall be reduced in the proportion the floor
area taken bears to the total floor area leased, and Tenant, at its own cost and expense, shall make all necessary
repairs and alterations to the Premises required by such taking.
b) Option to Cancel.
If the remainder of the Premises cannot be made tenantable for the purposes for which
Tenant has been using the Premises, Tenant shall have the option, to be exercised within thirty (30) days after the
filing of such eminent domain action, of canceling this Lease effective its of the date the condemning authority shall
take possession; provided, however, that if more than fifty percent (506/6) of the floor area of the Premises shall be
taken under power of eminent domain, either party, by written notice to the other delivered on or before the date of
surrendering possession to the public authority, may terminate this Lease, effective as of such surrender of
possession. All compensation and damages of any type awarded for any taking, whole or partial, shall belong to
and be the property of the Landlord except as hereinafter provided.
C) Tenant's Damages.
Tenant shall have the right to claim and recover from the condemning authority, but not
from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on
account of any cost or loss to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures and
equipment.
d) Temporary Taking.
In the event of a condemnation of a leasehold interest, i.e., a temporary taking, in all or a
portion of the Premises without the condemnation of the whole leasehold or the fee simple title also, this Lease shall
not terminate and such condemnation shall not excuse Tenant from full performance of all of its covenants
hereunder, including the payment of rent, but Tenant in such event shall be entitled to present or pursue against the
condemning authority its claim for and to receive all compensation or damages sustained by it by reason of such
condemnation, and Landlord's right to recover compensation or damages shall be limited to compensation for and
damages, if any, to its reversionary interest; it being understood, however, that during the time Tenant shall be out
of possession of the Premises by reason of such condemnation, this Lease shall not be subject to forfeiture for
failure to observe and perform those covenants not calling for the payment of money. If the condemning authority
shall fail to keep the Premises in the state of repair required hereunder, or to perform any other covenant not calling
for the payment of money, Tenant shall have ninety (90) days after the restoration of possession to it within which
to taffy out its obligations under such covenant or covenants. At any time after such condemnation proceedings are
commenced, Landlord shall have the right, at its option, to require Tenant to assign all compensation and damages
payable by the condemnor to Tenant to Landlord, to be held without liability for interest thereon, as security for the
full performance of Tenant's covenants hereunder, such compensation and damages received pursuant to said
assignment to be applied first to the payment of rents, taxes, assessments, insurance premiums and all other stuns
from time to time payable by Tenant pursuant to the terms of this Lease as such starts fall due, and the remainder, if
any, to be payable to Tenant, it being understood and agreed that such assignment shall not relieve Tenant of any of
its obligations under this Lease with respect to such rents, taxes, assessments, insurance premiums and other sums
except as the same shall be actually received by Landlord.
23. NON -LIABILITY OF LANDLORD
Landlord and its agent shall not be liable to Tenant for any damage or loss, including loss or interruption to
Tenant's business or services, occasioned by any service provided by Landlord or its agent under this Lease or
electricity, plumbing, gas, water, air conditioning, sprinkler or other pipes and sewage systems, or the loss,
interruption or stoppage thereof, or by the bursting, leaking, overflowing or running over of any tank, washstand,
closet, waste or other pipes in or about the Premises or the Property, nor for any damage occasioned by water
coming into the Premises from any source whatsoever or for any damage arising from any acts or neglect of the co-
tenants or other occupants of the Property or of adjacent property, or of the public, unless such damage or loss shall
result from a wanton and willful act of the Landlord or the Landlord's negligence. All property of Tenant kept or
stored on the Premises shall be kept or stored at the risk of Tenant only, and Tenant shall hold Landlord harmless
from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carriers
unless such damage shall be caused by the wanton and willful act or negligence of the Landlord. In no event shall
Landlord or any of its agents, employees, or principals be liable to Tenant, its principals, agents or employees for
lost profits or any other consequential damages suffered by Tenant, its principals, agents or employees from any
cause, unless such losses or damages shall result from a wanton and willful act of the Landlord or the landlord's
negligence.
24. INDEMNITY
a) Tenant's Indemnity.
Tenant shall indemnify and save Landlord and its agent, if any, harmless against and from any and all
claims, damages, costs and expenses, including reasonable attorney's fees, arising from the operation of the business
conducted by Tenant in the Premises or arising from any default by Tenant in the performance of any of the
covenants, conditions or terms of this Lease, or from any act or negligence or omission to act of Tenant, its agents,
contractors, servants, employees, sublessees, concessionaires or licensees in or about the Premises or in connection
with this Lease or any sublease. If my action or proceeding is brought against Landlord or its agent, if any, by
reason of any such claim, even though such claim is based on the alleged fault of Landlord, Tenant agrees to pay the
reasonable costs and expenses thereof including attorney's fees and any judgments or settlement of claims secured
against Landlord by reason of such action or proceedings.
b) Landlord's Indemnity.
Landlord shall indemnify and save Tenant harmless against and from any and all claims, damages, costs
and expenses, including reasonable attorney's fees, arising from any default by Landlord in the performance of any
of the covenants, conditions or terms of this Lease required to be performed by Landlord.
25. ATTORNEY'S, ARCHITECT'S, ETC. FEES.
If Landlord and/or its agent shall, without fault, be made a party to any litigation by or against Tenant
arising out of Tenant's occupancy of the Premises or any act of Tenant concerning the Premises or this Lease, or if
litigation shall be brought for recovery of possession of the Premises, for the recovery of rent or any other amount
due under the provisions of this Lease, or because of the breach of any covenant in this Lease to be kept or
performed by Tenant, and a breach shall be established, Tenant shall pay to Landlord and/or its agent all expenses
incurred in connection therewith, including attorney's fees. Tenant shall also pay any and all costs and fees incurred
or paid by the Landlord, including attorney's fees and the fees of architects or other professionals employed by
Landlord, to review, revise or prepare any document, plan or other writing of any nature presented by or on behalf
of the Tenant to Landlord for review or approval in connection with Tenant or any action by Tenant under this
Lease, including, without limitation, requests for consents to assignments, subleases, mortgages or other similar
items, or certificates, approvals, opinions, or other agreements with respect thereto, which such items in the opinion
of the Landlord require the employment of an attorney or other professional on behalf of the Landlord. Any failure
of the Tenant to pay such costs or fees upon demand of the Landlord shall be deemed a default under this Lease and
the Landlord shall be entitled to exercise its rights on account of such default as provided above. Landlord shall not
be obligated to consider, review, execute or deliver any consent, approval, certificate or other item until the costs
and fees herein required to be paid by the Tenant have been paid.
26. ACCESS TO AND INSPECTION OF PREMISES
Landlord reserves and shall at any and all times have the right to enter the Premises to inspect the same, to
supply janitorial service and any other service to be provided by Landlord to Tenant hereunder, to exhibit the
Premises to prospective purchasers or tenants, to post notices of non -responsibility and "for lease' signs, and to
alter, improve or repair the Premises and any portion of the building without abatement of ren(, and may for that
purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to
be performed, always providing the enhance to the Premises shall not be blocked thereby, and further providing that
the business of Landlord shall not be interfered with unreasonably. Tenant hereby waives any claim for damages
for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby to the degree the interference is not substantial. For each of
the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in,
upon and about the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to use any and
all means which Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the
Premises, and any entry to the Premises obtained by Landlord by my of said means, or otherwise, shall not under
any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or
any eviction of Tenant from the Premises or my portion thereof.
27. NOTICES
a) Notices to Tenant.
All notices to be given to Tenant may be given in writing personally to Tenant, if Tenant
is an individual, or to an officer of Tenant, if Tenant is a corporation, or by depositing the same in the United States
mail, registered or certified and postage prepaid, and addressed to Tenant at the Premises whether or not Tenant has
departed from, abandoned or vacated the Premises.
b) Notice to Landlord.
Notice to Landlord shall be given in writing personally to an agent or employee of
Landlord or by depositing the same in the United States mail, registered or certified and postage prepaid, and
addressed to Landlord at the address set forth on the attached Lease Term Sheet, or at such other addresses as
Landlord may give to Tenant in writing from time to time.
C) Time of Servioe.
Any written notice sent by registered or certified mail shall be deemed to have been
served as to the date it is mailed in accordance with the foregoing provisions.
28. CONVEYANCE TAX
Any conveyance tax imposed pursuant to Chapter 247, Hawaii Revised Statues or any rules and regulations
promulgated thereto, shall be payable by the Tenant. Landlord shall advise Tenant of the amount of said tax and
said tax shall be due and payable at the time of execution of this Lease. Further, Tenant shall be responsible for and
shall pay before delinquency, all municipal, state or county taxes assessed during the term of this Lease against it by
reason of the conduct of its business in the Premises or with respect to personal property of any kind, owned by or
placed in, upon or about the Premises by and/or at the expense of Tenant.
19. SUBORDINATION OF LEASE.
This Lease shall automatically be subordinate to any mortgage, encumbrance or deed of trust heretofore or
hereafter placed upon the property by Landlord, to any and all advances made or to be made thereunder, to the
interest on the obligations secured thereby, and to all renewals, replacements and extensions thereof; provided,
however, that in the event of foreclosure of any such mortgage or deed of trust or exercise of the power of sale
thereunder, Tenant shall strum to the purchaser at such foreclosure or sale, and recognize such purchaser as
Landlord wrier this Lease if so requested by such purchaser. Said encumbrances shall include, without limitation,
the lien of a mortgage executed in part to secure a loan to pay for the construction of improvements in or to the
building. Within ten (10) days after request therefor by Landlord, or, in the event that upon Landlord's sale,
assignment or hypothecation of the land or improvements which comprise the Property an estoppel or offset
statement shall be required from Tenant, Tenant shall deliver in recordable form a certificate to any purchaser,
mortgagee under such mortgage, or to Landlord, certifying (if such be the case) that this Lease is in full force and
effect and that there are no defenses or offsets thereto, or slating those claimed by Tenant, and stating such other
facts and conditions as may be reasonably required by Tenant. In the event Landlord is refinancing the building,
Tenant agrees to deliver a current Financial Statement to the proposed lender. If any mortgagee or beneficiary
elects to have this Lease superior to its mortgage or deed of trust and gives notice of its election to Tenant, then this
Lease shall thereupon become superior to the lien of such mortgage or deed of must, whether this Lease is dated or
recorded before or after the mortgage or deed or trust. Tenant shall execute promptly after demand, without charge,
all forms, documents and instruments required by Landlord to carry out the terms of this Paragraph.
30. MASTER LEASE
This Lease Agreement is made subject to that certain Indenture of Lease dated November 15, 1977, made
by and between MOKUAIKAUA CHURCH (Congregational), a Hawaii eleemosynary corporation, and DAVID
TWIGG-SMITH and BENEDICT MARY TWIGG-SMITH, husband and wife, as Lessor, and ANTON LEEB,
husband of Gertrude M. Lech, as Lessee, and recorded in the Bureau of Conveyances of the State of Hawaii in
Liber 12601, Page 405, and that certain Lease dated August 31, 1984, made by and between MOKUAIKAUA
CHURCH (Congregational), a Hawaii eleemosynary corporation, as Lessor, and C.M. International Corporation, a
Hawaii corporation, as Lessee and recorded in the Bureau of Conveyances of the State of Hawaii in Liber
Page _, as amended form time to time. Collectively referred to in this Lease Agreement as "the Master Lease". If
there is any conflict between the provisions of this Lease Agreement and the provisions of the Master Lease, then,
in every such event, the provisions of the Master Lease shall control, to the exclusion of any inconsistent provisions
of this Lease Agreement; and the Tenant covenants and agrees that it will not violate any term, covenant or
condition contained in the Master Lease and on the part of the Landlord to be observed and performed.
31. ESTOPPEL CERTIFICATE
a) Tenant shall at any time upon not less than ten (10) days' prior written notice from
Landlord execute, acknowledge and deliver to Landlord a statement in writing (1) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that
this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in
advance, if any, and (2) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part
of landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively
relied upon by any prospective purchaser or encumbrancer of the Premises.
b) At Landlord's option, Tenant's failure to deliver such statement within such time shall be
a material breach of this Lease or shall be conclusive upon Tenant (i) that this Lease is in full force and effect,
without modification except as may be represented by Landlord, (ii) that there are no uncured defaults in Landlord's
performance, and (iii) that not more than one (1) month's rent has been paid in advance.
C) If Landlord desires to finance, refinance, or sell the Premises, or any pan thereof, Tenant
hereby agrees to deliver to any lender or purchaser designated by Landlord such financial statements of Tenant as
may be reasonably required by such lender or purchaser. Such statements shall include the past three (3) years'
financial statements of Tenant. All such financial statements shall be received by Landlord and such lender or
purchaser in confidence and shall be used only for the purposes herein set forth.
32. FORCE MAJURE
In the event that either Landlord or Tenant shall be delayed or hindered in or prevented from the
performance from any act required under this Lease Agreement by reason of strikes, lockouts, labor troubles,
inability to procure materials, failure of power, restrictive govemmental laws or regulations, dots, insurrection, war,
or other reason of a like nature, not the fault of the parry delayed in performing the work or doing the acts required
under the terms of this Lease Agreement, then performance of such act shall be excused for the period of the delay
and the period for the performance of any such act shall be extended for a period equivalent to the period of such
delay. The provisions of this Paragraph 31. shall not operate to excuse Tenant from the prompt payment of rent, or
any other payments required by the terms of this Lease Agreement.
33. ADDITIONAL IMPROVEMENTS UPON PROPERTY
Landlord reserves the right, at any time, to make alterations or additions to, and to build additional stories
on the building in which the Premises are contained and to build in areas adjoining the Remises. Landlord also
reserves the right, from time to time, to construct other buildings or improvements on the Properly and to make
alterations or additions thereto and to build additional stories on any such buildings and to build adjoining the same
and to construct controlled or elevated parking facilities.
34. RIGHT TO RELOCATE TENANT.
Landlord shall have the right, at any time during the term of this Lease Agreement, to relocate the Tenant
to another location within the building containing at least the same amount of Boor area upon the following
conditions:
a) Landlord gives the Tenant at least ninety (90) days written notice of the proposed
relocation.
b) Landlord shall reimburse Tenant for all reasonable expenses and costs incurred by
Tenant in relocating, and shall pay for all expenses and costs of Tenant, including but not limited to, all the fixtures,
carpeting, and furnishings incurred for the new Premises.
C) The monthly base rental for the new location shall not be greater than the monthly base
rental for the old location unless the gross approximate square footage of the new location exceeds that of the old
location by more than ten percent (10%). Tenant shall not be obligated to accept a Floor area exceeding that of the
old location by more than ten percent (10%).
d) Landlord shall not be liable to Tenant for any lost income, business or profits by reason
of the relocation unless such relocation shall interrupt the Tenant's business for a period in excess of sixty, (60)
calendar days.
35. SHORT -FORM COUNTERPART.
Upon request by either party, the other party will execute and deliver to the parry requesting the same a
recordable short -form counterpart of this Lease, stating the names of the parties, the term, the description of the
Premises, and the nature of any options for renewal. The Landlord will supply the form for the short -form
counterpart. The party requesting recordation shall pay any costs, fazes or assessments incurred in connection with
the recordation of any short -form counterpart.
36. ENTIRE AGREEMENT.
This Lease contains the entire agreement between the parties, and any agreement hereafter made shall be
ineffective to change, modify, discharge or effect an abandonment of the Lease in whole or in part unless such
agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or
abandonment is sought. It is expressly understood and agreed that each and all of the provisions of this Lease are
conditions precedent to be faithfully and fully performed and observed by the Tenant m entitle Tenant to continue in
possession of the Premises hereunder; that said conditions are also covenants on the part of Tenant; and that time of
performance of each is of the essence of this Lease.
AND IT IS HEREBY EXPRESSLY AGREED AND DECLARED that time is of the essence of this
Lease; that the term "Premises" wherever it appears herein includes and shall be deemed to include (except where
such meaning would be clearly repugnant to the context) the office suite(s) described on the attached Lease Term
Sheet and the improvements now or at any time hereinafter comprising or built in the suite(s) hereby leased; that the
paragraph headings herein are for convenience or reference and shall in no way define, limit or describe the scope
or intent of any provision of this Lease; that the term "Landlord" in this Lease shall include the named Landlord
and its successors and assigns; that in any case where this Lease is signed by more than one (1) person, the
obligations hereunder shall be joint and several; and that the term "Tenant" or any pronoun used in place thereof
shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or
corporations, and their and each of their respective successors, personal representatives, administrators and
permitted assigns, according to the context hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Lease, including the Lease Tern Sheet
and Addendums, if any, attached hereto.
LANDLORD: TENANT:
75-5706 HANAMA PARTNERS,
a Hawaii limited partnership
By: Holualoa Management Corporation, County of Hawaii
a Hawaii corporation, General Partner
By:
Name: Lynn Taube
By:
Name:
Title: Treasurer, Title:
Principal Broker
Date: Date:
a) Landlord gives the 'Tenant at least ninety (90) days written notice of the proposed
relocation.
b) Landlord shall reimburse Tenant for all reasonable expenses and costs incurred by
Tenant in relocating, and shall pay for all expenses and costs of Tenant, including but not limited to, all the fixtures,
carpeting, and furnishings incurred for the new Premises.
C) The monthly base rental for the new location shall not be greater than the monthly base
rental for the old location unless the gross approximate square footage of the new location exceeds that of the old
location by more than ten percent (10%). Tenant shall not be obligated to accept a floor area exceeding that of the
old location by more than ten percent (10%).
d) Landlord shall not be liable to Tenant for any lost income, business or profits by reason
of the relocation unless such relocation shall interrupt the Tenant's business for a period in excess of sixty (60)
calendar days.
35. SHORT -FORM COUNTERPART.
Upon request by either party, the other party will execute and deliver to the party requesting the same a
recordable shoe -form counterpart of this Lease, stating the names of the parties, the term, the description of the
Premises, and the nature of any options for renewal. The Landlord will supply the form for the short -form
counterpart. The party requesting recordation shall pay any costs, taxes or assessments incurred in connection with
the recordation of any short -form counterpart.
36. ENTIRE AGREEMENT.
This Lease contains the entire agreement between the parties, and any agreement hereafter made shall be
ineffective to change, modify, discharge or effect an abandonment of the Lease in whole or in part unless such
agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or
abandonment is sought. Itis expressly understood and agreed that each and all of the provisions of this Lease are
conditions precedent to be faithfully and fully performed and observed by the Tenant to entitle Tenant to continue in
possession of the Premises hereunder; that said conditions are also covenants on the part of Tenant; and that time of
performance of each is of the essence of this Lease.
AND IT IS HEREBY EXPRESSLY AGREED AND DECLARED that time is of the essence of this
Lease; that the term "Premises' wherever it appears herein includes and shall be deemed to include (except where
such meaning would be clearly repugnant to the context) the office suites) described on the attached Lease Tenn
Sheet and the improvements now or at any time hereinafter comprising or built in the suite(s) hereby leased; that the
paragraph headings herein are for convenience or reference and shall in no way define, limit or describe the scope
or intent of any provision of this Lease; that the term "Landlord" in this Lease shall include the named Landlord
and its successors and assigns; that in any case where this Lease is signed by more than one (1) person, the
obligations hereunder shall be joint and several; and that the term "Tenant" or any pronoun used in place thereof
shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or
corporations, and their and each of their respective successors, personal representatives, administrators and
permitted assigns, according to the context hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Lease, including the Lease Term Slim
and Addendums, if any, attached hereto.
LANDLORD: TENANT:
75-5706 HANAMA PARTNERS,
a Hawaii limited partnership
By: Holualoa Management Corporation, County of Hawaii
a Hawaii corporation, General Partner
By: By:
Name: Lynn Taube Name:
Title: Treasurer, Title:
Principal Broker
Date: Date:
Exhibit "A"
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Tenant: County of Hawaii -Council Members
Suite No: 109
OPTION ADDENDUM
Option to Extend Tenn: If the Tenant at all times during the term of this Lease shall have promptly paid
the rent and observed and performed all of the terms and conditions contained in the Lease, and Tenant shall not
have assigned this Lease or sublet the Premises, Tenant shall have the right to extend the term for two (2) additional
two (2) year periods by giving Landlord written notice of such extension on or before ninety (90) days prior to the
end of the term of the Lease or the preceding extension period. Any assignment of this Lease or subletting of the
Premises by the Tenant shall void this Option Addendum unless otherwise specifically agreed by the Landlord.
Such extension shall be upon the same terms and conditions of the Lease, excepting for this option and the base
rent. Base rent for each additional one (1) year period shall be in such amount as may be agreed upon by the parties
or the fair open market rental value for the premises as may be established by arbitration if they fail to agree by the
end of the term of the Lease. Market rental value shall exclude all trade furnishings or fixtures which the Tenant
has the right to remove at the end of the term, if any. Arbitration shall be by three (3) arbitrators who shall be
recognized real estate appraisers. Each party shall name an arbitrator and notify the other in writing and, in case of
the failure of either to appoint an arbitrator within ten (10) days after notification of appointment of an arbitrator,
the party appointing the first arbitrator may apply to the Circuit Court of the Third Circuit, State of Hawaii, for the
appointment of a second arbitrator; the two (2) arbitrators shall appoint a third arbitrator and, in case of their failure
to do so within ten (10) days after the appointment of the second arbitrator, either party may have such third
arbitrator appointed by the Court. The three (3) arbitrators so appointed shall proceed to determine the matter in
question and the decision of a majority of them shall be final, conclusive and binding upon the parties. In no event,
however, shall the base rent per month during any option period be less than the rental calculated according to
Paragraph 4.b) of the Lease for each additional year, subject to annual increases as provided in Paragraph 4.6), nor
shall the additional rent be less than that as defined in Paragraphs 5, 6, and 7, of the Lease. The provisions herein
shall be governed by the provisions of Chapter 658, Hawaii Revised Statutes as the same now is or may from time
to time be amended, and judgment may be entered upon the arbitrators' decision by the Circuit Corot of the Third
Circuit as provided in said Chapter. The fee of the arbitrators selected by each of the parties and attorney and
witness fees shall be home by the party incurring the same; the balance of the cost of arbitration, including the fee
of the third arbitrator, shall be home equally by the Landlord and Tenant. In the event the fair market rental value is
not determined until after the beginning of the extended term, then it shall be retroactive to the beginning of the
extended term.
LANDLORD: TENANT:
75-5706 Hanama Partners,
a Hawaii limited partnership
By: Holualoa Management Corporation, County of Hawaii
a Hawaii corporation, General Partner
By:
By:
-
Name:
Lynn Taube
Name:
Title:
Treasurer
Title:
Principal Broker
Date: Date: