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HomeMy WebLinkAboutRES 140 Draft 02 1998-2000 COUNTY OF HAWAII STATE OF HAWAII RESOLUTION NO. 140 99 (Draft 2) A RESOLUTION AUTHORIZING THE DIRECTOR OF FINANCE TO NEGOTIATE THE DISPOSITION OF THE EAST HAWAII CULTURAL CENTER BY LEASING IT TO THE EAST HAWAII CULTURAL COUNCIL, ON SUCH TERMS AND CONDITIONS AS SET FORTH IN A PROPOSED LEASE AGREEMENT, WITHOUT THE REQUIREMENT OF NOTICE AND APPRAISAL, PURSUANT TO HAWAII COUNTY CODE §2-120. WHEREAS, the County is the owner of the East Hawaii Cultural Center, located at 141 Kalakaua Street, Hilo, Hawaii, identified by Tax Map Key 2-3-6:4; and WHEREAS, the East Hawaii Cultural Council, hereinafter referred to as "EHCC" is anon-profit corporation registered in the State of Hawaii; and WHEREAS, EHCC is desirous of obtaining a long-term lease of the East Hawaii Cultural Center to conduct its programs, activities, events, and classes; and WHEREAS, a proposed lease agreement attached as Exhibit "A" was drafted by the Corporation Counsel and its tenns and conditions have been reviewed and accepted by EHCC; and WHEREAS, the lease agreement formulated proposes a 20-year lease period at a rent of $1.00 per year; and WHEREAS, §2-120 of the Hawaii County Code requires that the Finance Director be authorized by a resolution approved by a majority of the members of the County Council to negotiate leases to non-profit organizations at such rentals and on such terms and conditions as deemed proper without the requirement of notice and appraisal. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that the Director of Finance is hereby authorized to negotiate a lease of the East Hawaii Cultural Center to the East Hawaii Cultural Council that includes a 20-year lease teen at $1.00 per year rent as drafted by the Corporation Counsel and set forth in Exhibit "A", without the requirement of notice and appraisal. BE IT FURTHER RESOLVED, that the Honorable Stephen K. Yamashiro, Mayor of the County of Hawaii, is hereby authorized to execute said lease agreement on behalf of the County of Hawaii. BE IT FURTHER RESOLVED, that the Clerk of the County of Hawaii shall transmit copies of this resolution to the Department of Parks and Recreation of the County of Hawaii and to the East Hawaii Cultural Council. Dated at , Hawaii, this day of Int duced by: COUNCIL MEM E TY OF HAWAII COUNTY COUNCIL ROLL CALL VOTE County of Hawaii AYES NOES ABS EX ARAKAKI Hilo, Hawaii CHUNG ELARIONOFF I hereby certify that the foregoing RESOLUTION was by the vote JACOBSON indicated to the right hereof adopted by the COUNCIL of the County of Hawaii on LEITHEAD-TODD PISICCHIO ATTEST: SMITH TYLER YAGONG COUNTY CLERK CHAIRMAN & PRESIDING OFFICER Reference: C-436. 007 RESOLUTION NO. '.'4~ 99 (DRAFT 2) LEASE AGREEMENT THIS LEASE AGREEMENT, made as of the day of , 1999, by and between the COUNTY OF HAWAII, a municipal corporation of the State of Hawaii, with its principal place of business at the Hawaii County Building, 25 Aupuni Street, Hilo, Hawaii 96720, hereinafter referred to as the "County," and the EAST HAWAII CULTURAL COUNCIL, a Hawaii nonprofit corporation, whose mailing address is P.O. Box 1312, Hilo, Hawaii 96720, hereinafter called "EHCC." Witnesseth: 1. The County, through its Department of Parks and Recreation, Culture and Arts Section, fully supports the East Hawaii Cultural Council's efforts to preserve and develop the cultural, creative, and traditional arts of the various ethnic groups that make up the population of East Hawaii and to stimulate community interest, involvement, and support of arts and culture in East Hawaii. To support the programs and activities of EHCC, the County will permit EHCC the use of that real property, known as the East Hawaii Cultural Center, located at 141 Kalakaua Street, Hilo, Hawaii, as identified by Tax Map Key No. 2-3-006:004 (see "Exhibit A" attached hereto and hereinafter referred to as the premises). The County agrees to further assist EHCC by providing support services. EHCC shall be responsible for the payment of all utility chazges including, but not limited to, electrical power, water, sewer, telephone, and garbage collection. 2. Term. The term of said agreement shall be for a period of twenty (20) years, from the date of execution of this instrument, provided that the agreement may be terminated at any time by agreement between the County and EHCC; provided further, that the County may terminate the agreement by giving ninety (90) days' written notice to EHCC when it is determined that EHCC has failed to perform according to the terms, conditions, provisions, and -1- covenants contained in said agreement or the terms and conditions of any grant of federal or state funds. After completion of the twenty (20) yeaz term and unless otherwise provided for, the term shall be from year to year until terminated by either the County or EHCC giving to the other at least ninety (90) days' written notice of the intention to terminate this agreement, said extended term and any holdover period to be subject to all other terms, conditions, provisions, and covenants contained in said agreement. Nothing herein shall prevent the undersigned parties from mutually modifying this agreement in writing before the expiration of the twenty (20) yeaz period if such modification is desirable for funding or other purposes. 3. Rent. EHCC shall pay to the County rent of ONE DOLLAR ($1.00) per year, the receipt of which is hereby acknowledged by County. 4. Annual Report. EHCC covenants and agrees to provide an annual fiscal and program report to the County by January 31 of each calendaz yeaz. 5. All fees, grants, or monies collected from the programs and activities of EHCC shall be utilized for EHCC program and activity costs, EHCC personnel, and EHCC operational costs. 6. EHCC's Covenants. EHCC, in consideration of the assistance provided by the County, hereby covenants and agrees with the County as follows: (a) That all programs, activities, events, and classes conducted by EHCC must be approved by the County and shall be identified as being in partnership with the County. (b) That EHCC, to the extent permitted by law, shall indemnify and hold the County hannless from and against all claims and demands for loss or damage, including property damage, personal injury, and wrongful death, occasioned wholly or in part by the acts or omissions of EHCC, guests, patrons, or persons admitted to the premises by EHCC and arising -2- out of or in connection with the use or occupancy of said premises by EHCC or any other person under EHCC, or any accident or fire on said premises, or any nuisance made or suffered thereon, or any failure by EHCC to keep said premises in a safe condition. (c) That EHCC shall procure and maintain insurance as is appropriate for its activities and for all property owned by EHCC, including, but not limited to comprehensive general liability insurance, under which the County is named insured and which has a minimum coverage of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) per occurrence for property damage and of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) per person up to an aggregate of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) per occurrence for bodily injury. (d) That EHCC shall provide custodial services after each of its activities and shall at all times during said term keep the premises in a clean and sanitary condition and observe and perform all laws, ordinances, rules, and regulations now or hereafter made by any governmental authority for the time being applicable to said premises or any improvement thereon or use thereof, and all recorded protective covenants and restrictions affecting said premises, and to the extent permitted by law, will indemnify the County against all actions, suits, damages, claims and liabilities to persons or property by whomsoever brought or made by reason of the nonobservance or nonperformance of said laws, ordinances, rules, and regulations or of this covenant. (e) That EHCC shall not assign or sublease its interest in this agreement, in whole or any party, without the prior written consent of the County, which consent shall not be withheld unreasonably. -3- (f) That EHCC will not at any time make or suffer any strip or waste or unlawful, improper, illegal, or offensive use of said premises. (g) That upon the expiration of the term hereby demised or any extension thereof or upon sooner termination thereof as in this agreement provided, EHCC shall peaceably and quietly release and surrender and deliver up to the County possession of the demised premises with all its improvements. (h) That EHCC shall not cause to be built any additional structure or building on the demised premises without the prior written approval of the County. (i) That in case the County shall, without any fault on its part, be made a party to any litigation commenced by or against EHCC (other than condemnation proceedings), EHCC, if found at fault, shall and will pay all costs and reasonable attorney's fees incurred by or imposed upon the County by or in connection with such litigation. 7. General Conditions. The County and EHCC hereby mutually covenant and agree, each with the other, as follows: (a) That if EHCC shall at any time in the future abandon or fail to use the described premises for its intended culture and arts purpose as described herein, then the rights herein granted and the obligations herein imposed shall thereupon terminate without any action on the part of the County. (b) This agreement constitutes the entire agreement between the County and EHCC. No term, provision, or condition of this agreement maybe altered, amended, or added except upon the execution of a written agreement in the same manner as this agreement. (c) In case of any doubt as to the interpretation of any provision herein, the interpretation by the Office of the Corporation Counsel shall prevail. -4- (d) In addition, the parties hereto agree that the Director of the Department of Parks and Recreation of the County of Hawaii shall have the sole authority to decide and resolve matters not covered herein. (e) That the covenants and conditions herein contained shall apply to and bind the successor, legal representatives, and assigns of the parties hereto. IT IS EXPRESSLY AGREED AND DECLARED that the acceptance of this agreement by the County shall not be deemed to be a waiver by it of any breach by EHCC of any covenant herein; that the term "premises" where it appeazs herein, includes improvements now or at any time hereafter built on said land hereby demised; and that the term "County" shall include the County, its successors and permitted assigns. IN WITNESS WHEREOF, the parties hereto have executed this lease as of the day and yeaz first above written. COUNTY OF HAWAII RECOMMEND APPROVAL By STEPHEN K. YAMASHIRO Its Mayor Director Department of Parks & Recreation EAST HAWAII CULTURAL COUNCIL By APPROVED AS TO FORM Its Chairman AND LEGALITY: Deputy Corporation Counsel County of Hawaii Date: -5- STATE OF HAWAII ) SS. COUNTY OF HAWAII ) On this day of , 1999, before me personally appeared STEPHEN K. YAMASHIRO, to me personally known, who, being by me duly sworn, did say that he is the Mayor of the County of Hawaii, a municipal corporation of the State of Hawaii; that the seal affixed to the foregoing instrument is the corporate seal of said County of Hawaii; that the foregoing instrument was signed and sealed in behalf of the County of Hawaii by authority given to said Mayor of the County of Hawaii by Section 5-1.3(g) of the County Charter, County of Hawaii (1991), as amended; and said STEPHEN K. YAMASHIRO acknowledged said instrument to be the free act and deed of said County of Hawaii. Signature Print or type name Notary Public, State of Hawaii My Commission Expires: -6- STATE OF HAWAII ) SS. COUNTY OF HAWAII ) On this day of , 1999, before me appeazed to me personally known, who, being by me duly sworn, did say that he is the of the EAST HAWAII CULTURAL COUNCIL, a Hawaii nonprofit corporation; that the corporation has no seal; that said instrument was signed in behalf of said corporation by authority of its Boazd of Directors; and that said acknowledged said instrument to be the free act and deed of said nonprofit corporation. Signature Print or Type Name Notary Public, State of Hawaii My Commission Expires: -7-