Williams Construction LLC v. ORBT LLC

Of Counsel:
LUNG ROSE VOSS & WAGNILD Electronically Filed

FIFTH CIRCUIT
RYAN H. ENGLE 7590-0 5CML-22-0000003
Attorney at Law 24-AUG-2022
A Law Corporation 02:20 PM
GRANT FASI ALLISON 10368-0 Dkt. 1 APP
Topa Financial Center
700 Bishop Street, Suite 900
Honolulu, Hawaii 96813
Telephone: (808) 523-9000
Email: rengle@legalhawaii.com
gallison@legalhawaii.com
Attorneys for Lienor

WILLIAMS CONSTRUCTION LLC
IN THE CIRCUIT COURT OF THE FIFTH CIRCUIT
STATE OF HAWAII
WILLIAMS CONSTRUCTION LLC, ) M.L. NO.

) (Mechanic’s and Materialman’s Lien)
Lienor, )
) APPLICATION FOR MECHANIC’S AND
vs. ) MATERIALMAN’S LIEN AND DEMAND;
) NOTICE OF MECHANIC’S AND
ORBT, LLC; PILAʻA LAND LLC; ) MATERIALMAN’S LIEN AND DEMAND;
PILAʻA INTERNATIONAL LLC; JOHN ) DECLARATION OF RYAN H. ENGLE;
DOES 1-50; JANE DOES 1-50; DOE ) DECLARATION OF BILLY WILLIAMS;
PARTNERSHIPS 1-50; DOE ) EXHIBITS “A”—“B”; NOTICE OF
CORPORATIONS 1-50; DOE ) HEARING; ORDER OF SERVICE
ASSOCIATIONS 1-50; and DOE )
ENTITIES 1-50, ) Hearing:
) Date: _________________________
Respondents. ) Time: _________________________
) Judge: _________________________
)
)
) [THIS APPLICATION AFFECTS TAX MAP
) KEY NO. 4-5-1-004-008-0002]
)
APPLICATION FOR MECHANIC’S AND MATERIALMAN’S LIEN AND DEMAND
Lienor WILLIAMS CONSTRUCTION LLC (“Williams”), by and through its
attorneys, Lung Rose Voss & Wagnild, hereby files its Application for Mechanic’s and
Materialman’s Lien and applies for a Mechanic’s and Materialman’s Lien pursuant to the
provisions of Chapter 507, Part II, Hawaii Revised Statutes, as amended, in the amount of
ONE HUNDRED THIRTY-THREE THOUSAND SEVEN HUNDRED TWENTY-SIX AND
47/100 ($133,726.47) plus any additional amounts which may be shown at the hearing herein,
together with interest thereon, court costs, and attorneys’ fees, for materials and equipment
furnished by Williams for the construction of improvements on and for benefit of the properties
identified by Tax Map Key No. 4-5-1-004-008-0002, which are more fully described in the
attached Notice of Mechanic’s and Materialman’s Lien and Demand.
DATED: Honolulu, Hawaii, August 24, 2022.
/s/ Ryan H. Engle

RYAN H. ENGLE
GRANT FASI ALLISON

2
1098842.1
STATE OF HAWAII

Lienor, )
) NOTICE OF MECHANIC’S AND
vs. ) MATERIALMAN’S LIEN AND DEMAND
)
ORBT, LLC; PILAʻA LAND LLC; )
PILAʻA INTERNATIONAL LLC; JOHN )
DOES 1-50; JANE DOES 1-50; DOE )
PARTNERSHIPS 1-50; DOE )
CORPORATIONS 1-50; DOE )
ENTITIES 1-50, )
)
Respondents. )
)
NOTICE OF MECHANIC’S LIEN AND MATERIALMAN’S LIEN AND DEMAND
NOTICE IS HEREBY GIVEN that Lienor Williams Construction LLC
(“Williams” or “Lienor”), claims a Mechanic’s and Materialman’s Lien under the provisions of
Chapter 507, Part II, Hawaii Revised Statutes, in the amount of ONE HUNDRED THIRTY-
THREE THOUSAND SEVEN HUNDRED TWENTY-SIX AND 47/100 ($133,726.47), plus
any additional amounts which may be shown at the hearing herein, together with interest thereon,
court costs, and attorneys’ fees, for labor, materials, and equipment furnished by Williams for the
improvements on the property located in the County of Kauai, State of Hawaii, and referenced as
Tax Map Key No. 4-5-1-004-008-0002 (“Property”). Williams claims a lien upon the fee simple
interest in the Property and all improvements on the Property. The Property is within the
jurisdiction of this Court. The Property is more fully described below and in Exhibit A attached
hereto.
1. Williams is and was, at all relevant times, a for-profit corporation licensed
to do business in the State of Hawaii.
2. Williams was contracted by Respondent ORBT, LLC (“ORBT”) to provide
materials and equipment to be used in construction improvements located at the Property
(“Project”).
3. Upon information and belief, Respondent ORBT is and was, at all relevant
times, a foreign for-profit corporation doing business in the State of Hawaii as the development
entity for the Project.
4. Upon information and belief, Respondent Pilaʻa International LLC (“PIL”),
is and was, at all relevant times, a limited liability company organized under the laws of the State
of Delaware. Upon information and belief, PIL owns an interest in and/or is the fee owner of the
Property.
5. Upon information and belief, Respondent Pilaʻa Land LLC (“PLL”), is and
was, at all relevant times, a limited liability company organized under the laws of the State of
Delaware. Upon information and belief, PLL owns an interest in and/or is the fee owner of the
Property.
6. Upon information and belief, ORBT acts as the agent of PIL and PLL, and
was authorized to contract with Williams for improvements to the Property.
7. Respondents John Does 1-50, Jane Does 1-50, Doe Partnerships 1-50, Doe
Corporations 1-50, Doe Associations 1-50, and Doe Entities 1-50 are named herein as
unidentified Respondent Does pursuant to Rule 17(d) of the Hawaii Rules of Civil Procedure for
the reason that their true names and identities are presently unknown to Lienor, and such
2
1098842.1
Respondent Does may claim an interest in the Properties. Lienor will be conducting discovery to
further determine the identities of Respondent Does.
8. On or around March 19, 2020, Williams and ORBT executed the Standard
Form of Agreement Between Owner & Contractor (“Contract”), dated March 17, 2020, whereby
Williams agreed to furnish materials and equipment in connection with the construction of the
Project.
9. A true and correct copy of the Contract is attached hereto as Exhibit B.
10. ORBT, PIL, and PLL, knew of, authorized, consented to, and/or benefitted
from Williams’ work on the Property, including but not limited to Williams’ furnishing of
materials, equipment, and labor which were incorporated into the improvements made to the
Property.
11. Williams billed ORBT, and has since sent separate written demand, for
amounts for Williams’ labor, time, and other costs incurred in completing work for ORBT at the
Property and pursuant to the Contract.
12. Contrary to the terms of the Contract with ORBT, Williams has not been
paid for all of its labor, materials, and equipment as agreed, and the amount due and owing to
Williams for the furnishing of all of its materials and equipment is $133,726.47, plus interest and
any additional amounts shown at the hearing herein.
13. Williams performed, or at all times was ready, willing, and able to perform,
and provided materials and equipment which were incorporated into the Property, and which
improved the Property.
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1098842.1
14. Williams has used its best efforts to contact ORBT to resolve the
outstanding debts due and owing for the furnishing of materials and equipment, but ORBT has
failed and/or refused to make payment in accordance with Williams’s requests.
15. Upon information and belief, no Affidavit of Publication of the Owner’s
Notice of Completion of Construction of the Property or similar notice has been filed.
WHEREFORE, Williams claims a lien in the amount of $133,726.47, plus any
additional amounts proven at the hearing herein, against the interests of all persons and entities
who have an interest in the Property and upon all improvements thereon.
Williams hereby claims a lien for the aforementioned materials and equipment
rendered upon the Property on which the same is situated and upon the interests of the Property.
Williams hereby makes demand upon all of the above-named for payment of
$133,726.47, plus additional amounts shown at hearing, which sum is now due, owing, and
unpaid to Williams.
/s/ Ryan H. Engle

RYAN H. ENGLE
GRANT FASI ALLISON

4
1098842.1
STATE OF HAWAII

Lienor, )
) DECLARATION OF RYAN H. ENGLE
vs. )
)
ENTITIES 1-50, )
)
Respondents. )
)
DECLARATION OF RYAN H. ENGLE
I, RYAN H. ENGLE, declare that:
1. I am a Partner with the law firm of Lung Rose Voss & Wagnild, counsel
for WILLIAMS CONSTRUCTION LLC (“Williams”) and submit this declaration in support of
Williams Application for Mechanic’s and Materialman’s Lien (“Application”).
2. I am competent to testify to the matters set forth herein based upon my
personal knowledge and information.
3. Attached hereto as Exhibit A is a true and correct copy of Schedule A to
the Title Report for the Property identified in Williams’ Application as TMK No. 4-5-1-004-
008-0002, that was requested by our office in connection with this Application.
I, RYAN H. ENGLE, do declare under penalty of law that the foregoing is true
and correct.
/s/ Ryan H. Engle

RYAN H. ENGLE
Williams Construction LLC vs. ORBT, LLC, et al.; M.L. No. _____________________
Application for Mechanic’s and Materialman’s Lien, Declaration of Ryan H. Engle
2
1098842.1
STATE OF HAWAII

Lienor, )
) DECLARATION OF BILLY WILLIAMS
vs. )
)
ENTITIES 1-50, )
)
Respondents. )
)
DECLARATION OF BILLY WILLIAMS
I, BILLY WILLIAMS, declare that:
1. I am the principal of Lienor WILLIAMS CONSTRUCTION LLC
(“Williams”) and I make this declaration in support of Williams’ Application for Mechanic’s and
Materialman’s Lien (“Application”).
2. I am competent to testify to the matters set forth herein based upon my
personal knowledge and information.
3. Attached hereto as Exhibit B is a true and correct copy of Standard Form
of Agreement Between Owner & Contractor, dated March 17, 2020, between Williams and
ORBT, LLC (“Contract”). The Contract is kept in the course of Williams’ ordinary course of
business.
EXHIBIT "A"
LEGAL DESCRIPTION
-FIRST:-
Unit No. 2 of the Condominium Project known as "PILA'A RANCH

CONDOMINIUM" as established by Declaration of Condominium
Property Regime dated as of September 12, 2014, recorded in the
Bureau of Conveyances as Document No. A-53680519, and as shown on
Condominium Map No. 5321 recorded in said Bureau, and any
amendments thereto.
Together with easements appurtenant to said Unit established by

and described in the Declaration, including the following:
Nonexclusive easements in the common elements designed for such

purposes for ingress to, egress from, utility services for and
support of said Apartment, in the other common elements for use
according to their respective purposes, subject always to the
exclusive or limited use of the limited common elements as
provided in the Declaration, and in all other apartments and
common elements of the building in which said Apartment/Unit is
located or any adjacent buildings for support.
-SECOND:-
An undivided 89.2 % interest in all common elements of the

Project, as established for said Unit by the Declaration, as
tenant in common with all other owners from time to time of
undivided interests in and to said common elements.
The land upon which said Condominium Project "PILA'A RANCH

CONDOMINIUM" is located is described as follows:
All of that certain parcel of land included within Tax Key (4) 5-1-
004-008, containing an area of 383.271 acres, more or less, which
covers portion(s) of the land(s) described in and covered by Royal
Patent Number 7060, Land Commission Award Number 8559-B, Apana 40 to
EXHIBIT A
EXHIBIT A CONTINUED
William C. Lunalilo, situate, lying and being at Pilaa, District of

Kilauea, Island and County of Kauai, State of Hawaii.
Above tax map key parcel contains the following which are excluded in
this Schedule C and for which no title insurance is provided:
(a) Royal Patent Number (None), Land Commission Award Number

8257 to Hanai;
(b) Royal Patent Number 4316, Land Commission Award Number 6746
to Oioi;
(c) Royal Patent Number 4029, Land Commission Award Number 6265,
Apana 2 to Opukea;
(d) Royal Patent Number 4042, Land Commission Award Number 6575,
Apana 1 and 2 to Piikalama;
(e) Royal Patent Number 4031, Land Commission Award Number 6530
to Haole;
(f) Royal Patent Number 3849, Land Commission Award Number 6576,
Apana 1 and 2 to Pae; and
(g) Royal Patent Number 3850, Land Commission Award Number 6526,
Apana 1 and 2 to Hueai.
The following parcels are not covered by the Declaration of

Condominium Property Regime recorded as Document No. A-53680519 and
are expressly excluded from this Schedule C:
(i) Royal Patent Number 3851, Land Commission Award Number

6264, Apanas 1 and 2 to Kowelo (identified as Tax Keys:
(4) 5-1-004-009 and (4) 5-1-004-010, respectively);
(ii) Royal Patent Number 4030, Land Commission Award Number

6641 to Naopala (identified as Tax Key (4) 5-1-004-011);
(iii) Royal Patent Number (None), Land Commission Award Number

6646 to Upai (identified as Tax Key (4) 5-1-004-012);
(iv) Royal Patent Number (None), Land Commission Award Number

6529 to Holokukukini (identified as Tax Key (4) 5-1-004-
013);
EXHIBIT A CONTINUED
(v) Royal Patent Number 4045, Land Commission Award Number

6261 to Kane (identified as Tax Keys (4) 5-1-004-014 and
(4) 5-1-004-032);
(vi) Royal Patent Number 4316, Land Commission Award Number

6746 to Oioi (identified as Tax Key (4) 5-1-004-015);
(vii) Royal Patent Number 3853, Land Commission Award Number

6527 to Haena (identified as Tax Keys (4) 5-1-004-16 and
(4) 5-1-004-35);
(viii) Royal Patent Number 4838, Land Commission Award Number

6313, Apanas 1 and 2 to Kuolulu (identified as Tax Keys (4) 5-1-
004-017 and (4) 5-1-004-019);
(ix) Royal Patent Number 4029, Land Commission Award Number

6265, Apana 1 to Opukea (identified as Tax Key (4) 5-1-
004-018);
(x) Royal Patent Number 4320, Land Commission Award Number

6260 to Kaeha (identified as Tax Key (4) 5-1-004-020);
(xi) Royal Patent Number (None), Land Commission Award Number

6676 to Makanui (identified as Tax Key (4) 5-1-004-021);
(xii) Royal Patent Number 4037, Land Commission Award Number

6258 to Kaehuiki (identified as Tax Key (4) 5-1-004-022);
(xiii) Royal Patent Number 4317, Land Commission Award Number

5234 to Kekua (identified as Tax Key (4) 5-1-004-023);
(xiv) Royal Patent Number 4315, Land Commission Award Number

6263, Apana 1 to Kuapuu and Royal Patent Number 4319,
Land Commission Award Number 6747, Apana 1 to Oma
(identified as Tax Key (4) 5-1-004-024);
(xv) Royal Patent Number (None), Land Commission Award Number

6640, Apanas 1 and 2 to Nika (identified as Tax Keys (4)
5-1-004-025 and (4) 5-1-004-026, respectively);
(xvi) Royal Patent Number 4319, Land Commission Award Number

6747, Apana 2 to Oma (identified as Tax Key (4) 5-1-004-
027); and
(xvii) Royal Patent Number 3852, Land Commission Award Number

1259, Apana 1 and 2 to Koolaha (identified as Tax Keys (4) 5-1-
004-039 and (4) 5-1-004-040, respectively).
EXHIBIT A CONTINUED
Together with non-exclusive easement for pedestrian and vehicular

access and underground utility purposes in easement area, being
Easement L-5, twenty-five (25.00) feet wide, and described therein, as
mentioned in GRANT OF EASEMENT dated February 11, 1987, recorded in
Liber 20376 at Page 1; and subject to the terms and provisions
contained therein.
Together with a non-exclusive access and utilities easement over,

under and across Easement "A-1", as shown on the map attached thereto
and more particularly described therein, as granted by GRANT OF NON-
EXCLUSIVE ACCESS AND UTILITIES EASEMENT dated October 9, 2000,
recorded as Document No. 2001-028924; and subject to the terms and
provisions contained therein.
BEING THE PREMISES ACQUIRED BY UNIT DEED (UNIT 2)
GRANTOR : KO'A KEA INTERNATIONAL, LLC, a Hawaii limited

liability company, and PILA'A INTERNATIONAL LLC, a
Delaware limited liability company
GRANTEE : PILA'A INTERNATIONAL LLC, a Delaware limited

liability company
DATED : September 12, 2014

RECORDED : Document No. A-53680522
SUBJECT HOWEVER, to the following:
1. Real Property Taxes, if any, that may be due and owing.
Tax Key: (4) 5-1-004-008 C.P.R. No. 0002 Apt. No. 2
-Note:- Attention is invited to the fact that the premises

covered herein may be subject to possible rollback or
retroactive property taxes.
EXHIBIT A CONTINUED
2. Any discrepancies between the Tax Assessed area and the area
described in Schedule C.
3. Mineral and water rights of any nature.
4. Location of the seaward boundary in accordance with the laws of

the State of Hawaii and shoreline setback line in accordance with
County regulation and/or ordinance.
5. Roads as referenced on the Tax Map.
6. Restriction of abutter's rights of vehicle access into and from

the Kauai Belt Road, except where access is permitted, rights
were acquired by the STATE OF HAWAII, by instruments dated
November 1, 1963, recorded in Liber 4641 at Page 487, dated July
26, 1967, recorded in Liber 5807 at Page 1, dated July 27, 1967,
recorded in Liber 5822 at Page 248, dated August 22, 1967,
recorded in Liber 5838 at Page 272, and dated September 22, 1971,
recorded in Liber 7935 at Page 191.
7. Rights for access and utility in favor of those excluded parcels

listed in Schedule C, paragraphs (a) through (g), inclusive, and
(i) through (xvii), inclusive.
8. Matters arising out of the excluded parcels (a) through (g),

inclusive, and (i) through (xvii), inclusive, in Schedule C.
EXHIBIT A CONTINUED
9. No title insurance is provided with respect to the titles listed

in (a) through (g), inclusive, and (i) through (xvii), inclusive,
in Schedule C.
10. Terms and provisions contained in GRANT OF EASEMENT dated

February 11, 1987, recorded in Liber 20376 at Page 1.
11. RIGHT-OF-ENTRY
TO : CITIZENS UTILITIES COMPANY, now known as KAUAI

ISLAND UTILITY COOPERATIVE
DATED : May 11, 1992

RECORDED : Document No. 92-125852
GRANTING : a right of entry for utility purposes as shown on
the map attached thereto
Said RIGHT-OF-ENTRY was assigned to KAUAI ISLAND UTILITY CO-OP, a

Hawaii cooperative association, by instrument dated November 1,
2002, recorded as Document No. 2002-194848.
12. Access road in favor of TMK (4) 5-1-004-021, as set forth in

UNRECORDED MUTUAL RELEASE AND SETTLEMENT AGREEMENT dated March
24, 1995 by and between JOSEPH D. THOMPSON, THE MARY N. LUCAS
TRUST, JAMES PFLUEGER, and PAUL CASSIDAY, including but limited
to utility line; subject to the terms and provisions contained
therein.
13. Terms and provisions contained in GRANT OF NON-EXCLUSIVE ACCESS

AND UTILITIES EASEMENT dated October 9, 2000, recorded as
Document No. 2001-028924.
14. GRANT
TO : RICHARD MARVIN, III, NICHOLAS FRED MARVIN and

BARBARA C. NELSON, Trustee of the Barbara C. Nelson
Family Trust dated 12/15/91, as amended
EXHIBIT A CONTINUED
DATED : April 15, 2013

GRANTING : a nonexclusive easement for vehicular and
pedestrian access over Easement "AU-2", being more
particularly described therein, as shown on map
attached thereto and subject to the terms and
conditions contained therein
15. Unrecorded DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

dated _________, of which a MEMORANDUM OF DECLARATION OF
COVENANTS, CONDITIONS AND RESTRICTIONS is dated as of September
12, 2014, recorded as Document No. A-53680518.
16. The terms and provisions contained in the following:
INSTRUMENT : DECLARATION OF CONDOMINIUM PROPERTY REGIME FOR

"PILA'A RANCH CONDOMINIUM" CONDOMINIUM PROJECT
DATED : as of September 12, 2014

MAP : 5321 and any amendments thereto
INSTRUMENT : BY-LAWS OF THE ASSOCIATION OF UNIT OWNERS
DATED : as of September 12, 2014

18. GRANT
TO : KAUAI ISLAND UTILITY COOPERATIVE
DATED : May 30, 2017

EXHIBIT A CONTINUED
GRANTING : a right and easement in, over, under, upon, across

and through Easement "E-1" for utility and
pedestrian and vehicular access purposes, being
more particularly described therein, as shown on
the map attached thereto and subject to the terms
and conditions contained therein
19. CONVEYANCE OF WATER FACILITY dated April 27, 2018, by and between
PILA'A RANCH HAWAI'I LLC, PILA'A INTERNATIONAL LLC, and the BOARD
OF WATER SUPPLY, COUNTY OF KAUAI, recorded as Document No. A-
66980684.
20. THE EFFECTS, IF ANY, OF THE FOLLOWING:
(A) QUITCLAIM DEED
GRANTOR : PILA'A RANCH HAWAII, LLC, a Hawaii limited

liability company
GRANTEE : PILA'A LAND LLC, a Delaware limited liability

company

RE: Conveyance of Unit No. 2 of the Condominium Project

known as "PILA'A RANCH CONDOMINIUM"
(B) QUITCLAIM DEED
GRANTOR : PAUL R. CASSIDAY, JR. and CARROLL S. TAYLOR,

as Successor Trustees under the Will and of
the Estate of Mary N. Lucas, deceased
GRANTEE : PILA'A INTERNATIONAL LLC, a Delaware limited

liability company

EXHIBIT A CONTINUED
RE: Conveyance of Unit 2 of the Condominium Project known

as "PILA'A RANCH CONDOMINIUM"
(C) QUITCLAIM DEED AND QUITCLAIM ASSIGNMENT
GRANTOR : PACIFIC 808 PROPERTIES, LP, a Hawai'i limited

partnership
GRANTEE : PILA'A LAND LLC, a Delaware limited liability

company, and PILA'A INTERNATIONAL LLC, a
Delaware limited liability company
DATED : November 5, 2021

21. Claims arising out of customary and traditional rights and

practices, including without limitation those exercised for
subsistence, cultural, religious, access or gathering purposes,
as provided for in the Hawaii Constitution or the Hawaii Revised
Statutes.
22. Easements or claims of easements which are not recorded in the

Public Records.
23. Any unrecorded leases and matters arising from or affecting the
same.
INSTRUMENT : FARM DWELLING AGREEMENT
DATED : January 23, 2019

PARTIES : PILA'A INTERNATIONAL LLC, a Delaware limited
liability company, "APPLICANT", and the COUNTY OF
KAUAI, "DEPARTMENT"
EXHIBIT A CONTINUED

KAUAI, "DEPARTMENT"

KAUAI, "DEPARTMENT"
DATED : July 6, 2021

KAUAI, "DEPARTMENT"
28. GRANT
TO : KAUAI ISLAND UTILITY COOPERATIVE
DATED : October 14, 2021

EXHIBIT A CONTINUED

GRANTING : a right and easement in, over, under, upon, across
and through Easement "E-1" for electrical purposes,
being more particularly described therein, as shown
on the map attached thereto and subject to the
terms and conditions contained therein
29. Pending Civil No. 21-0000081 filed in the Circuit Court of the
Fifth Circuit, State of Hawaii, on August 3, 2021; RICHARD GERARD
MEDEIROS, "Plaintiff", vs. PILA'A LAND LLC, PILA'A INTERNATIONAL
LLC, HALE IPUKUKUI LLC, HANK BARRIGA, "Defendant"; re:
NEGLIGENCE/WRONGFUL DEATH.
DocuSign Envelope ID: D2C2289F-6042-40F2-8CBB-AA7A731138D7
Williams Construction LLC
Standard Form of Agreement Between Owner & Contractor
Agreement made as of the 17th day of March in the year 2020
Between Owner:
ORBT, LLC
And Contractor:
5633 Kawaihau Road
Kapaa, HI 96746
For the following Project(s):

“Jungle House & Cabin”
“Tree Houses”
ORBT, LLC
KP1: TMK 5-1-003:006
KP2: TMK 5-1-004-008-0002
The Designer:
5633 Kawaihau Road
Kapaa, HI 96746
License #BC-33439 Page 1 of 25

ORBT LLC - Jungle House & Cabin, Tree Houses - Owner Contract Agreement 03.17.2020.docx
EXHIBIT B
This section intentionally left blank.

TABLE OF ARTICLES
ARTICLE 1 THE CONTRACT DOCUMENTS 4
ARTICLE 2 DATE OF COMMENCEMENT AND COMPLETION 4
ARTICLE 3 CONTRACT SUM 4
ARTICLE 4 PAYMENT 5
ARTICLE 5 INSURANCE 6
ARTICLE 6 GENERAL PROVISIONS 6
ARTICLE 7 OWNER 7
ARTICLE 8 CONTRACTOR 7
ARTICLE 9 CHANGES IN THE WORK 8
ARTICLE 10 TIME 8
ARTICLE 11 PAYMENTS AND SUBSTANTIAL COMPLETION 8
ARTICLE 12 MISCELLANEOUS PROVISIONS 9
ARTICLE 13 TERMINATION OF THE CONTRACT 11
ARTICLE 14 DISPUTE RESOLUTION 12
ARTICLE 15 OTHER TERMS AND CONDITIONS 14
ACCEPTANCE 16
EXHIBIT A Williams Construction LLC “T&M” Rates & General Requirements 18
EXHIBIT B Rough Estimate Values 20
EXHIBIT C Disclosure of Lien Rights 21
EXHIBIT D Insurance Requirements 23
EXHIBITS E1 & E2 Non-Disclosures 25

ARTICLE 1 THE CONTRACT DOCUMENTS

1.1 Contractor shall complete the Work described in the Contract Documents for the
Project. The Contract Documents consist of:
1. This Agreement
2. Contractor T&M Rates, “Exhibit A”
3. Rough Estimate Values (dated November 11, 2019), “Exhibit B”
4. Disclosure of Lien Rights, “Exhibit C”
5. Insurance Requirements, “Exhibit D”
6. Non-Disclosure Agreements, “Exhibit E-1 & E-2”
ARTICLE 2 DATE OF COMMENCEMENT AND COMPLETION

2.1 The number of calendar days available to Contractor to substantially complete the Work
is the Contract Time. The date of commencement of the Work shall be the date of this
Agreement unless otherwise indicated below.
● Completion Date: TBD
ARTICLE 3 CONTRACT SUM

3.1 Subject to additions/deductions in accordance with Articles 9 & 10, an individual
Contract Sum for each Project (generally known by both parties as Jungle House, Cabin,
and Tree Houses) shall be mutually agreed upon by Contractor and Owner at a future
date and added as addendums “Contract Sum Addendum” to this Agreement.
Contractor will provide respective bid estimates to Owner when the architectural
drawings and finish schedule(s) provide adequate information generally necessary to
calculate a reliable construction estimate. Adequate information shall include but not be
limited to:
• Stamped architectural plans
• Finish schedule(s)
o Appliance selections
o Fixture selections
o Landscaping
o Allocation of allowance items
o Project start date
3.2 Until the respective Contract Sum Addendums have been added to the Agreement,
Contractor will provide services to Owner on a time and materials “T&M” basis,
beginning on the Execution Date. Contractor’s T&M rates are attached as Exhibit A. The
services to be provided by Contractor to Owner are as follows:
1. Design Services, including but not limited to:
a. Floor plans

b. Renderings
c. Virtual videos
d. Engineering documents
e. Surveying documents
f. Stamped plan sets
2. Preconstruction Services, including but not limited to:
a. Preconstruction management
b. Jobsite mockups
c. Mobilizing/staging
ARTICLE 4 PAYMENT
4.1 Based upon Contractor’s Applications for Payment/Invoices, Owner shall pay Contractor
as follows:
● Contractor shall submit Applications for Payment/Invoices to Owner on a bi-
monthly basis. Contractor shall send such invoices within five (5) days of the
closing date of the invoice; the invoice amount shall represent costs incurred
through the invoice date. Client shall pay all invoices within fifteen (15) days of
receipt. Contractor shall submit invoices by electronic mail to Noelle Hunner
(noelle.hunner@cbre.com) and Keith Lundquist (keith.lundquist@cbre.com).
● Retainer(s): Owner shall submit to Contractor the following retainer(s):
○ Jungle House & Cabin:
■ Retainer #1: Due at the execution of this Agreement
● $170,000
■ Retainer #2: Due at the execution of the Contract Sum
Addendum:
● 10% of the Contract Sum Addendum MINUS the amount of
Retainer #1. (for a total retainer of 10% of the Contract
Sum Addendum)
○ Tree Houses:
■ Retainer #1: Due at the execution of this Agreement:
● $375,000
■ Retainer #2: Due at the execution of the Contract Sum
Addendum:
● 10% of the Contract Sum Addendum MINUS the amount of
Retainer #1. (for a total retainer of 10% of the Contract
Sum Addendum)
○ The retainers shall be applied to Contractor’s final invoice or, in
Contractor’s sole discretion, to current or delinquent invoices during the

course of construction. In the event Contractor applies the retainer to a

current or delinquent invoice, Owner shall immediately replenish the
retainer.
● Invoices shall be due and payable provided that Contractor has delivered with
each invoice (i) signed conditional lien release(s) and waiver of claims relating to
all work performed through the invoice date by Contractor and all its
subcontractors, sub-consultants and suppliers and (ii) signed unconditional lien
release(s) by Contractor and all its subcontractors, sub-consultants and suppliers
for all work performed through the date of the last invoice paid by Client. Upon
the completion of work contemplated by this Agreement on any particular
Property, and as a condition of receiving the final payment from Client,
Contractor shall deliver to Client conditional final lien release(s) from Contractor
and all its subcontractors, sub-consultants and suppliers as covering all the work
on that Property. A lien release shall be on the letterhead of the entity or person
submitting the lien release. A lien release is effective as against the entity
submitting the lien release if it is signed by any employee, representative or
agent of the entity. All lien releases shall identify the address of the applicable
released Property and the name of the associated Owner.
ARTICLE 5 INSURANCE
5.1 Contractor shall provide the insurance coverages set forth in Exhibit D. The construction
site can pose dangerous/hazardous conditions and only those covered by Contractor’s
and Contractor’s subcontractors’ liability policy should enter this area. Owner
acknowledges his/her presence in the construction area can/will pose a hazard to
his/her health, will be in violation of Contractor’s liability policy, and will cause delays.
Owner agrees to contact the builder directly to schedule visitations to the construction
area.
ARTICLE 6 GENERAL PROVISIONS

6.1 The Contract: The “Contract” represents the entire integrated Contract between the
parties, which includes this Agreement and all attached Exhibits, and supersedes prior
negotiations, representations or Agreements, either written or oral. The Contract may
be amended or modified only by a written modification in accordance with the terms of
this agreement.
6.2 The Work: The “Work” means the construction and services required by the Contract
Documents.
6.3 The Intent: The “Intent” of the Contract Documents is to include all items necessary for
the proper execution and completion of the Work. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by all.

6.4 The Execution Date: The “Execution Date” of the Contract Documents is the date at
which this Agreement is fully executed by Contractor and Owner.
ARTICLE 7 OWNER
7.1 Information and services required by Owner:
7.1.2 Except for permits and fees that are the responsibility of Contractor under the Contract
Documents, Owner shall obtain and pay for other necessary approvals, easements,
assessments and charges.
7.2 Supervision of Work: Owner agrees that the direction and supervision of the working
force, including subcontractors, rests exclusively with Contractor, or his duly designated
agent, and Owner agrees not to issue instruction to, or otherwise interfere with the
working force. Owner further agrees not to negotiate for additional work with
Contractor’s subcontractors or to engage other builders or subcontractors except with
Contractor’s consent and in such a manner as will not interfere with Contractor’s
completion of work under this agreement.
ARTICLE 8 CONTRACTOR
8.1 Independent Contractor Status
Contractor is an independent contractor, not Owner's employee. Contractor’s
employees or subcontractors are not Owner’s employees. Contractor and Owner agree
to the following rights consistent with an independent contractor relationship:
1. Contractor has the right to perform services for others during the term of this
Agreement.
2. Contractor has the sole right to control and direct the means, manner and
method by which the services required by this Agreement will be performed.
3. Contractor or Contractor’s employees or subcontractors shall perform the
services required by this Agreement; Owner shall not hire, supervise, or pay any
assistants to help Contractor.
8.3 Supervision & Construction Procedures: Contractor may at its discretion engage
subcontractors to perform services under this Agreement, but Contractor shall remain
responsible for proper completion of this project.
8.4 Warranty: Contractor warrants that all work shall be completed in a good workmanlike
manner and in compliance with building codes and other applicable laws. Contractor
extends a one (1) year warranty for all work performed by Contractor, Contractor’s
employees, and Contractor’s subcontractors.
8.5 Taxes: Contractor shall pay sales, consumer, use and similar taxes that are legally
required when the Contract is executed.

8.6 Permits, Fees and Notices: Contractor shall obtain the building permit and other
permits, licenses and inspections necessary for proper execution and completion of the
Work.
8.7 Cleaning Up: Contractor shall keep the premises and surrounding area free from
accumulation of debris and trash related to the Work. At the completion of the Work,
Contractor shall remove tools, construction equipment, machinery and surplus material;
and shall properly dispose of waste materials. All glass shall be cleaned. All hardware,
electrical fixtures, tile, and countertops and molding shall be clean and free from paint,
plaster, or dirt. Each subcontractor shall clean up his portion of the Work, but
Contractor shall be responsible for the directing of all cleaning required of the
subcontractor.
ARTICLE 9 CHANGES IN THE WORK

9.1 After execution of the Contract, changes in the Work may be accomplished by written
Change Order. Owner may order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions, the Contract Sum and
Contract Time being adjusted accordingly via written Change Order.
ARTICLE 10 TIME
10.1 If Contractor is delayed at any time in progress of the Work by changes ordered in the
Work, by delays from Owner decisions or Owner Approvals, or by other causes beyond
Contractor’s control (i.e. Acts of God, etc.), the Contract Time shall be extended by
Change Order for such a reasonably determined time. If the Contract Time is extended
by Change Order, the Contract Sum shall be equitably adjusted to account for any
resulting cost increases including, but not limited to, the additional General
Requirements of Contractor. Additional General Requirements shall be the rates
described in Exhibit A.
10.2 If the Construction Start Date is delayed by no fault of Contractor, Owner will pay
Contractor any resulting cost increases including, but not limited to, the Weekly General
Requirements, as listed in Exhibit A, beginning on the Construction Start Date in Article
2.1 until construction is commenced.
ARTICLE 11 PAYMENTS AND SUBSTANTIAL COMPLETION

11.1 Contract Sum: The Contract Sum as stated in Article 3, including authorized
adjustments, is the total amount payable by Owner to Contractor for performance of
the Work under the Contract Documents.
11.2 Contractor shall pay each subcontractor and materials supplier, upon receipt of
payment from Owner. Owner shall not make any payments directly to a subcontractor
or supplier, unless previously agreed upon by Owner and Contractor.

11.3 Substantial Completion: Substantial completion is the stage in the progress of the Work
when the Work is sufficiently complete in accordance with the Contract Documents so
Owner can occupy or utilize the property for its intended use.
11.4 Final Completion and Final Payment: On final payment by Owner and upon Owner’s
request, Contractor will provide Owner with an affidavit stating that all labor, materials,
and equipment used in the construction have been paid for or will be paid in full by the
builder unless otherwise noted. Contractor shall not be required to give possession of
the site to Owner before final payment by Owner. Final payment constitutes
acceptance of the residence as being satisfactorily completed.
ARTICLE 12 MISCELLANEOUS PROVISIONS

12.1 Assignment of Contract: Neither party to the Contract shall assign the Contract in whole
or in part without written consent of the other.
12.2 Test & Inspections: If Owner requires additional testing and inspection outside of the
original scope of work, Owner shall bear the cost of the tests, inspections or approvals.
12.3 Governing Law: The Contract shall be governed by the law where the Project is located.
12.4 No Partnership: This Agreement does not create a partnership. Neither party has
authority to enter into contracts on the other’s behalf.
12.5 Work Product. All reports, images, documents, electronic files and other materials
developed, if any, by Contractor or any of its subcontractors or sub-consultants in
furtherance of this Agreement are instruments of professional services rendered. Such
instruments shall, upon payment for services rendered and expenses incurred, be and
remain the property of Client without restriction or limitation upon their use by Client
and/or Owners. In the event Client or an Owner uses the instruments of service without
retaining Contractor, Contractor shall have no liability or obligation of any kind to any
Owner or to Client or any other party for any misinterpretation or alteration of the
instruments of service, or for the incompleteness of unsigned instruments of service;
Client shall indemnify and hold harmless Contractor, its employees and sub-consultants
from any losses Contractor may suffer as a result of any attempted claim of such liability
or obligation. Contractor has advised Client that the instruments of service should not
be used for construction unless the instruments are signed by the preparing
party/entity.
12.6 Confidentiality. Prior to the commencement of any work contemplated under this
Agreement, Contractor shall execute and return to Client the Nondisclosure Agreement
contained at Exhibit E-1 attached hereto. Prior to the commencement of any work
contemplated under this Agreement, each individual employee, owner, principal, agent,
representative, contractor, subcontractor or sub-consultant performing such work shall
execute and return to Owner the Nondisclosure Agreement contained at Exhibit E-2
attached hereto.

12.7 Promotional Materials. Without the prior written permission of the relevant Owner or
Client, Contractor shall not include any information about any Property or Owner, or the
work done pursuant to this Agreement (including representations, drawings,
photographs, etc. of any design or work based on that design) among Contractor’s
promotional and professional materials, including Contractor’s website. Such
permission may be granted (at Client’s and Owners’ sole discretion) on a case-by-case
basis after receiving from Contractor a written request for such permission that includes
(1) the proposed representations, illustrations, photos, etc., and (2) a description
regarding in which promotional and/or professional materials Contractor proposes to
include the representations. Contractor shall not have the right to place any
promotional signs of any kind at any Property.
12.8 Contractor, on behalf of itself and any sub-consultants or subcontractors it may engage,
agrees to hold harmless, defend and indemnify Owner and its members, employees,
agents, and representatives of each, for any losses, costs, damages or expenses
(including reasonable attorneys’ fees) from liabilities for damages arising from the
negligent or intentional acts, errors, or omissions of Contractor and/or Contractor’s
failure to pay any supplier of materials, services or labor paid for materials, services, or
labor paid for by Owner to Contractor. Contractor has no obligation to pay for any of
the indemnitees’ defense related cost prior to a final determination of liability.
12.9 Notices: All notices and other communications in connection with this Agreement shall
be in writing and shall be considered given as follows:
1. When delivered personally to the recipient’s address as stated on this
Agreement, three (3) days after being sent via USPS, with postage prepaid to the
recipient’s address as stated on this Agreement; OR when sent by fax or
electronic mail, such notice is effective upon receipt.
2. Notice shall be given to the following:
TO OWNER:
ORBT LLC
c/o Noelle Hunner and Keith Lundquist
CBRE, Inc.
415 Mission Street Suite 4600
San Francisco, CA 94105
Email: noelle.hunner@cbre.com and keith.lundquist@cbre.com
Phone: 650.400.6820
WITH A COPY TO:
Christine R. Wade
SSL Law Firm LLP
505 Montgomery Street, Suite 620

San Francisco, CA 94111

Email: chris@ssllawfirm.com
Phone: 415.814.6400
TO CONTRACTOR:
c/o Billy Williams
5633 Kawaihau Road
Kapaa, HI 96746
ARTICLE 13 TERMINATION OF THE CONTRACT

13.1 Termination by Contractor: With reasonable cause, Contractor may terminate this
Agreement effective immediately by giving written notice of cause for termination.
Reasonable causes include:
1. If Owner fails to make payment, as provided in Article 4, for a period of 30 days,
Contractor may upon written notice, terminate the Contract and recover from
Owner any payment for Work executed including reasonable overhead and
profit and costs incurred because of such termination.
2. A delay of jobsite progress by a means outside of Contractor’s control including,
but not limited to: Acts of God, Owner delays, architectural errors or omissions,
or production delays.
13.2 Termination by Owner: With reasonable cause, Owner may terminate this Agreement
effective immediately by giving written notice of cause for termination. Reasonable
causes include:
1. A material violation of this Agreement
2. Refusal or failure to pay subcontractors
13.3 Contractor and Owner can terminate this contract for any reason unrelated to Articles
13.1 & 13.2 with (30) calendar days prior written notice.
(i) If Owner terminates this agreement, at no fault of Contractor, prior to the
addition of the respective Contract Sum Addendums, Contractor will keep any
Retainers collected and additionally may charge Owner a termination fee up to 20%
of the respective Rough Estimate Values, as shown in Exhibit B, to be reasonably
compensated for opportunity costs and scheduling conflicts created by said
termination.
(ii) If Owner terminates this agreement, at no fault of Contractor, following the
addition of the respective Contract Sum Addendums, Contractor will keep any
retainers collected and additionally may charge Owner a termination fee up to 20%

of the Total Contract Sum Addendums to be reasonably compensated for

opportunity costs and scheduling conflicts created by said termination.
13.4 Resolving Disputes: If a dispute arises under this Agreement, the parties agree to first
try to resolve the dispute with the help of a mutually agreed-upon mediator in Kauai
County, Hawaii. Any costs and fees other than attorney fees association with the
mediation shall be shared equally by the parties. If it proves impossible to arrive at a
mutually satisfactory solution through mediation, the parties agree to submit the
dispute to a mutually agreed-upon arbitrator in Kauai County, Hawaii, in accordance
with the rules and protocols of Dispute Prevention & Resolution, Inc.. Judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction to
do so. Costs of arbitration, including attorney fees, may be awarded to the prevailing
party at the discretion of the arbitrator.
ARTICLE 14 DISPUTE RESOLUTION

a. Unless the Parties otherwise agree in writing, Contractor shall continue the work during any
dispute resolution proceedings and Client shall continue to make payments in accordance
with this Agreement. The Parties first shall attempt to resolve any dispute through direct
discussions. If the Parties cannot resolve the dispute through direct discussions, then either
Party may provide notice to the other Party of its intent to begin mediation proceedings
(the “Mediation Notice”). The Mediation Notice shall describe with reasonable particularity
the errors, negligent acts or omissions or violations alleged and shall include all relevant
documents supporting the allegations (including, but not limited to, reports, drawings,
photographs, etc.). The Parties shall then mediate the dispute using a mutually-acceptable
mediator. If mediation does not resolve the dispute within 45 days of a Party providing the
Mediation Notice, either Party may institute arbitration proceedings in accordance with
paragraphs 14.b through 14.i below.
b. SUBJECT TO SECTION 14.g, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT (OR ANY ENGAGEMENT LETTER, CONTRACT OR OTHER AGREEMENT TO
WHICH THIS AGREEMENT RELATES BUT NOT INCLUDING ANY NON-DISCLOSURE
AGREEMENT BETWEEN THE PARTIES) OR THE BREACH, TERMINATION, ENFORCEMENT,
INTERPRETATION OR VALIDITY HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION,
THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO
ARBITRATE, AND ANY OTHER DISPUTE, CLAIM OR CONTROVERSY BETWEEN THE PARTIES
HERETO (ANY OF THE FOREGOING, A “DISPUTE”), SHALL BE DETERMINED FULLY, FINALLY
AND EXCLUSIVELY BY NEUTRAL, BINDING AND CONFIDENTIAL ARBITRATION PURSUANT TO
THE SUBSTANTIVE AND PROCEDURAL PROVISIONS OF THE FEDERAL ARBITRATION ACT. The
arbitration shall be administered by Dispute Prevention & Resolution, Inc. (or any successor
thereof) in Honolulu, Hawaii before a single arbitrator, and it shall be initiated and
conducted according to the Arbitration Rules, Procedures & Protocols of Dispute Prevention

& Resolution, Inc. The arbitrator shall follow the substantive laws of the State of Hawaii, to
the extent such laws are not inconsistent with the Federal Arbitration Act, in adjudicating
any Dispute. The arbitrator shall issue a written statement setting forth the award, which
shall be final and binding, and the basis therefore. The arbitrator shall have the power to
award any type of relief that would be available in a court of competent jurisdiction.
Judgment on any award may be entered in any court having competent jurisdiction.
c. In any arbitration arising out of any Dispute, the arbitrator shall award to the prevailing
party the costs and attorneys’ fees reasonably incurred by the prevailing party in
connection with the arbitration. If the arbitrator determines a party to be the prevailing
party under circumstances where the prevailing party won on some, but not all, of the
claims and/or counterclaims, the arbitrator may award the prevailing party an appropriate
percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in
connection with the arbitration.
d. Each of the parties shall maintain the confidential nature of any arbitration proceeding and
shall not, without the prior written consent of the other party, disclose to any other person
or entity the fact, existence, substance, contents, or results of the arbitration, any
arbitration hearing, the award of the arbitrator, or any other proceeding in connection with
the arbitration, except as may be necessary to enforce, enter, or challenge such award in a
court of competent jurisdiction or as otherwise required by applicable law or judicial
decision.
e. Except as otherwise required under applicable law, (a) Client and Contractor expressly
intend and agree that class action and representative action procedures shall not be
asserted, nor shall they apply, in any arbitration arising out of any Dispute, (b) Client and
Contractor agree that each will not assert class action or representative claims against the
other in arbitration or otherwise, and (c) each of Client and Contractor shall only submit its
own individual claims in arbitration and will not seek to represent the interests of any other
person.
f. Nothing in Section 14.b of this Agreement shall be construed to prevent either Contractor
or Client from obtaining available provisional injunctive remedies from an appropriate court
before an arbitration is filed, upon the ground that the award to which the applicant may be
entitled may be rendered ineffectual without provisional relief. The request for a
provisional remedy does not remove the dispute from final resolution by the arbitrator and
does not waive the requesting party’s right to arbitrate or compel arbitration of claims
arising out of or related to this Agreement (or any engagement letter, contract or other
agreement to which this Agreement relates).
g. If the binding arbitration provisions in Section 14.b of this Agreement are determined for
any reason to be unenforceable or inapplicable to a particular Dispute, then such Dispute
shall be instituted exclusively in the federal and state courts having competent jurisdiction
located in Honolulu, Hawaii. Each party hereto irrevocably submits to the exclusive personal

jurisdiction of such courts in connection with such Dispute or any claim related thereto, and
waives any objection or defense of inconvenient forum or improper venue in connection
therewith.
h. Subject to Section 14.i, either Party, with the approval of the arbitrator or with the
agreement of all Parties, may (1) consolidate an arbitration conducted under this
Agreement with any other arbitration to which it is a party provided that (a) the arbitration
agreement governing the other arbitration permits consolidation;(b) the arbitrations to be
consolidated substantially involve common questions of law or fact; and (c) the arbitrations
employ materially similar procedural rules and methods for selecting arbitrator(s); (2) may
include by joinder persons or entities substantially involved in a common question of law or
fact whose presence is required if complete relief is to be accorded in arbitration, provided
that the party sought to be joined consents in writing to such joinder. Consent to arbitration
involving an additional person or entity shall not constitute consent to arbitration of any
claim, dispute or other matter in question not described in the written consent; (3) grant to
any person or entity made a party to an arbitration conducted under this Section, whether
by joinder or consolidation, the same rights of joinder and consolidation as Client and
Contractor under this Agreement.
i. No person or entity may be made a party to any dispute resolution proceedings between
Client and Contractor through consolidation or joinder unless they sign the Client’s Non-
Disclosure Agreement.
ARTICLE 15 OTHER TERMS AND CONDITIONS

15.1 The laws of the State of Hawaii shall govern any applicable statute of limitations period
under this Contract.
15.2 The term “day” as used in the Contract Documents shall mean calendar day unless
otherwise specifically defined.
15.3 The parties agree to accept facsimile or electronic mail executed documents as if they
were originally signed documents.
15.4 CHAPTER 672e OF THE HAWAII REVISED STATUTES CONTAINS IMPORTANT
REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY FILE A LAWSUIT OR OTHER
ACTION FOR DEFECTIVE CONSTRUCTION AGAINST THE CONTRACTOR WHO DESIGNED,
REPAIRED, OR CONSTRUCTED YOUR HOME OR FACILITY. NINETY DAYS BEFORE YOU FILE
A LAWSUIT OR OTHER ACTION, YOU MUST SERVE ON THE CONTRACTOR A WRITTEN
NOTICE OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE. UNDER THE
LAW, THE CONTRACTOR HAS THE OPPORTUNITY TO MAKE AN OFFER TO REPAIR
AND/OR PAY FOR THE DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER
MADE BY A CONTRACTOR. THERE ARE STRICT DEADLINES AND PROCEDURES UNDER
THE LAW, AND FAILURE TO FOLLOW THEM MAY NEGATIVELY AFFECT YOUR ABILITY TO
FILE A LAWSUIT OR OTHER ACTION.

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Attachments to this Agreement, if any, will follow.

EXHIBIT A Williams Construction LLC “T&M” Rates & General Requirements
(1) Labor Rates – During Design & Preconstruction Phases:

POSITION RATE/HR
Project Engineer $ 35
Accounting & Technology $ 45
Junior Draftsman $ 90
Draftsman $ 150
Design $ 250
Photorealistic Renderings $ 350
Project Management $ 125
Project Supervision $ 125
(2) Labor Rates – During Construction Phases:

POSITION RATE/HR
Laborer $ 60
Apprentice Carpenter $ 70
Delivery Driver + Flatbed Truck $ 90
Journeyman Carpenter $ 90
Design & Drafting $ 90
Foreman $ 95
(3) *General Requirements – During Construction Phases:

PHASE WEEKLY AMOUNT
Project Supervision $ 2,500
Builder's Risk Insurance $ 363
Project Management $ 5,000
Project Engineer $ 700
Accounting & Technology Fee $ 981
Construction Site Office $ 300
Tool/Equipment $ 500
Material Handling $ 450
Base Yard Dumpster Fee $ 375
Portable Toilet $ 125
Contractor's Fee $ 2,500
TOTAL WEEKLY GENERAL REQUIREMENTS $ 13,794

(4) Subcontractors will be marked up 30%

(5) Materials will be marked up 10%
(6) Hawaii State General Excise Tax of 4.712% will be added to all invoices
a. Hawaii State General Excise Tax rate is subject to change in accordance with the
state of Hawaii regulations.
(7) Overtime hours will be billed at 1.5x the standard labor rate
*General Requirements are normally figured internally in the estimate for fixed price projects.
In the event construction begins prior to an executed Contract Addendum for a Project, the
Weekly General Requirements above shall be billed from Contractor to Owner until said
Addendum is fully executed.
Contractor reserves the right to modify these terms at any point with the written consent of
Owner.

EXHIBIT B Rough Estimate Values

EXHIBIT C Disclosure of Lien Rights
HOMEOWNERS TAKE NOTICE
Any person who furnishes labor (prime or subcontractor) or materials (material supplier) for your home
improvement or renovation project and is not paid can file a claim (lien) in Circuit Court against your property
under Hawaii Revised Statutes ("HRS") Chapter 507. This is true even if you have paid the contract price in full
to the prime contractor and the contractor fails to pay his subcontractors or material suppliers.
In order to obtain a lien against your property, a contractor, subcontractor, or material supplier must go to
court and show that goods or services for the project have been supplied but not been paid for. You will be
notified to appear and defend against these claims in court.
If a lien is obtained, you are entitled to prove in a later court proceeding that you paid your prime contractor in
full. The court could then enter judgment in your favor against the prime contractor and direct payment out of
the contractor's recovery fund up to the amount allowed by law, if the prime contractor was properly licensed
at the time you entered into the contract with the prime contractor.
WHAT YOU CAN DO
Here is what you can do to help prevent problems:
(1) Make certain that the contractor is licensed. Call 587-3295 to verify licensure.
(2) On bigger jobs ask the contractor to explain to you about the possibility of providing a
PERFORMANCE AND PAYMENT BOND which will guarantee completion of the project and
payment of all liens. This Bond is usually provided by surety companies or material supply
houses to qualified contractors. It may cost you approximately 5% of the project cost.
(3) YOU SHOULD NOT MAKE ANY ORAL AGREEMENTS. Make sure everything is put in writing,
including but not limited to the price, what work is to be done, any specific exclusions or
restrictions, and the grade and brand of materials to be used, the length of the project, etc.
See HRS §444-25.5 and the rules of Contractors License Board. If you later agree to make
any changes in the original specifications, THESE CHANGES SHOULD BE IN WRITING AS
WELL.
(4) TAKE TIME TO STUDY THE AGREEMENT. Do not let a contractor or salesman hurry you into
signing a contract; especially when you feel pressured by emergencies.
(5) REMEMBER, A CONTRACT IS A LEGAL, BINDING DOCUMENT. Make certain you understand
the contract. If not, spend a few extra dollars to have an attorney explain it to you.
(6) OBTAIN A LIEN RELEASE FROM SUBCONTRACTORS. A mechanic's lien could be placed on
your home by a subcontractor if the general contractor fails to pay his bills--EVEN THOUGH
YOU HAVE PAID FOR THE WORK. The same thing holds true FOR SUPPLIERS OF
CONSTRUCTION MATERIALS INCORPORATED INTO YOUR JOB... GET A LIEN RELEASE!
Contractors could provide you with a lien release form. This form will essentially state that
you have paid or have entered into an agreement to pay the subcontractor or supplier for
their work, and that the subcontractor or supplier therefore relinquishes their lien rights.
(7) DO NOT APPROVE PLANS OR BLUEPRINTS unless you understand them.

(8) PLEASE BE SURE YOUR CHECKS are made out to the CONTRACTOR, NOT TO A SALESMAN.
(9) Make sure and publish a "NOTICE OF COMPLETION" in the newspaper as soon as the work is
done. No lien may be claimed 46 days after the notice requirement (among other things) is
completed in accordance with
HRS §507-43.
(Discuss with your contractor the possibility of withholding a portion of payment until the 45-
day period for filing liens has expired. The amount withheld should be sufficient to cover all
claims which might be filed. You and your contractor must agree on the amount.
(10) If you have any questions about lien rights or other contract matters, DO NOT SIGN this or
any contract. Review HRS Chapter 507 and/or contact an attorney first.
This form has been approved by Contractors License Board; however, the Board suggests that a person
become familiar with the laws and rules governing contractor's and mechanic's liens prior to entering into a
contract with a contractor for new construction or improvements.
I (we) have discussed with the contractor the lien rights of those who will be supplying labor or
materials to my (our) project as well as steps I (we) can take to reduce our lien liability. I (we) have read and
understand this DISCLOSURE OF LIEN RIGHTS.
DATED this ____ day of _________________________, __________.
________________________________________ ________________________________________
CONTRACTOR OWNER
________________________________________ ________________________________________
WITNESS OWNER

EXHIBIT D Insurance Requirements
Contractor shall maintain in force, at its sole cost, the following insurance:
• Commercial General Liability:

o $1,000,000 per occurrence;
$1,000,000 General Aggregate
o Policy written on an “occurrence” basis; “claims made” policy not acceptable
o Additional Insured wording as required below
• Automobile Liability:
o $1,000,000 Each Accident
• Workers’ Compensation and Employer’s Liability
o Workers’ Compensation: Statutory coverage
o Employer’s Liability: $1,000,000 Bodily Injury each Accident
• Professional (Errors and Omissions) Liability:
o $1,000,000 Each Claim.
• General Requirements:
o Provider shall maintain at all times during performance of the work and through
any warranty period required in the contract the above-required insurance;
provided, however, that the Professional Liability coverage must be maintained
for 5 years following completion of the project.
Certificates of Insurance and copies of additional insured endorsements
must be provided prior to start of operations and must be kept current
through the end of the periods specified above
If provider ceases operations or ceases being a viable business concern
prior to substantial completion of the project, or prior to the end of the
warranty period (if the job reached substantial completion), Provider
prior to so ceasing shall purchase “tail” or “runoff” coverage equivalent
to the Professional Liability coverage required above effective for 5 years
from the ceasing date.
o 30 days notice of cancellation or material change in coverage, except 10 days
notice for non-payment of premium.
o General Liability and Workers Compensation policies must include Waiver of
Subrogation in favor of Client, Owner and their successors and assigns.
o Additional Insured on all liability policies (except Employer’s Liability and
Professional Liability, if required) in favor of ORBT LLC, Kahu’aina Holdings LLC,
Pila’a International LLC, their successors and assigns and its/their officers,
directors, members, employees and agents.
o Additional insured endorsements must specify that liability coverage is primary
and non-contributory with respect to any carried by the additional insureds.
o All insurers must be rated at least A- VII by A. M. Best.

o Contractor must ensure that any sub-contractor or subcontractor hired by

Contractor meets the following requirements for insurance coverage unless
otherwise agreed in writing by Client:
General Liability, Automobile Liability, and Workers Compensation: as
above
Professional Liability: $1,000,000 each claim (if providing professional
services) except $2,000,000 for geotechnical or structural consulting)

EXHIBITS E1 & E2 Non-Disclosures

Of Counsel:
LUNG ROSE VOSS & WAGNILD
RYAN H. ENGLE 7590-0

Attorney at Law
A Law Corporation
GRANT FASI ALLISON 10368-0
Telephone: (808) 523-9000

STATE OF HAWAII

Lienor, )
) NOTICE OF HEARING
vs. )
)
DOES 1-50, JANE DOES 1-50; DOE )
ENTITIES 1-50, )
)
Respondents. )
)
NOTICE OF HEARING
TO: ORBT LLC

c/o Capitol Corporate Services, Inc.
1188 Bishop St., Ste. 2212
Honolulu, HI 96813
Respondent
PILAʻA LAND LLC
Cogency Global Inc.
850 New Burton Road Suite 201
Dover, DE 19904
PILAʻA INTERNATIONAL LLC

The Corporation Trust Company
Corporation Trust Center
1209 Orange St
Wilmington, DE 19801
Respondent
NOTICE IS HEREBY GIVEN that the above-entitled Application for Mechanic’s
and Materialman’s Lien shall come on for hearing before the Hon. Judge ___________________
in his/her courtroom in the Circuit Court for the Fifth Circuit, located at 3970 Kaana St., #207,
Lihue, Kauai, Hawaii 96766 on ________________________, at ________ a.m./p.m., or as soon
thereafter as the matter may be heard.
/s/ Ryan H. Engle

RYAN H. ENGLE
GRANT FASI ALLISON

2
1098842.1
Of Counsel:
LUNG ROSE VOSS & WAGNILD
RYAN H. ENGLE 7590-0

Attorney at Law
A Law Corporation
GRANT FASI ALLISON 10368-0
Telephone: (808) 523-9000

STATE OF HAWAII

Lienor, )
) ORDER OF SERVICE
vs. )
) Hearing:
ORBT, LLC; PILAʻA LAND LLC; PILAʻA ) Date: _________________________
INTERNATIONAL LLC; JOHN DOES 1-50, ) Time: _________________________
JANE DOES 1-50; DOE PARTNERSHIPS ) Judge: _________________________
1-50; DOE CORPORATIONS 1-50; DOE )
ASSOCIATIONS 1-50; and DOE ENTITIES ) [THIS APPLICATION AFFECTS TAX
1-50, ) MAP KEY NO. 4-5-1-004-008-0002]
)
Respondent. )
)
ORDER OF SERVICE
THE STATE OF HAWAII
TO: THE SHERIFF OF THE STATE OF HAWAI‘I, OR HIS DEPUTY, OR ANY POLICE
OFFICER IN THE STATE OF HAWAI‘I, OR ANY PERSON WHO IS NOT A PARTY
AND IS NOT LESS THAN 18 YEARS OF AGE:
YOU ARE COMMANDED to serve the within and foregoing Application for
Mechanic’s and Materialman’s Lien and Demand; Notice of Mechanic’s and Materialman’s Lien
and Demand; Declaration of Ryan H. Engle, Declaration of Billy Williams; Exhibits “A”—“B”;
Notice of Hearing; Order of Service (“Application”) on the following:
ORBT LLC
c/o Capitol Corporate Services, Inc.
1188 Bishop St., Ste. 2212
Honolulu, HI 96813
Respondent
PILAʻA LAND LLC

Cogency Global Inc.
850 New Burton Road Suite 201
Dover, DE 19904
PILAʻA INTERNATIONAL LLC

The Corporation Trust Company
Corporation Trust Center
1209 Orange St
Wilmington, DE 19801
Respondent
Service must be completed not less than three (3) nor more than ten (10) days
before the hearing date specified in the Notice of Hearing.
WITNESS the Honorable Judge of the Circuit Court of the Fifth Circuit, State of
Hawaii.
DATED: Lihue, Hawaii, _________________________.
CLERK OF THE ABOVE-ENTITLED COURT
2
1098842.1

Williams Construction LLC v. ORBT LLC

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Williams Construction LLC v. ORBT LLC

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Of Counsel:

LUNG ROSE VOSS & WAGNILD Electronically Filed

Attorneys for Lienor

IN THE CIRCUIT COURT OF THE FIFTH CIRCUIT

WILLIAMS CONSTRUCTION LLC, ) M.L. NO.

Lienor WILLIAMS CONSTRUCTION LLC (“Williams”), by and through its

ONE HUNDRED THIRTY-THREE THOUSAND SEVEN HUNDRED TWENTY-SIX AND

attached Notice of Mechanic’s and Materialman’s Lien and Demand.

DATED: Honolulu, Hawaii, August 24, 2022.

/s/ Ryan H. Engle

Attorneys for Lienor

WILLIAMS CONSTRUCTION LLC, ) M.L. NO.

NOTICE OF MECHANIC’S LIEN AND MATERIALMAN’S LIEN AND DEMAND

NOTICE IS HEREBY GIVEN that Lienor Williams Construction LLC

THREE THOUSAND SEVEN HUNDRED TWENTY-SIX AND 47/100 ($133,726.47), plus

to do business in the State of Hawaii.

2. Williams was contracted by Respondent ORBT, LLC (“ORBT”) to provide

materials and equipment to be used in construction improvements located at the Property

entity for the Project.

4. Upon information and belief, Respondent Pilaʻa International LLC (“PIL”),

was authorized to contract with Williams for improvements to the Property.

further determine the identities of Respondent Does.

9. A true and correct copy of the Contract is attached hereto as Exhibit B.

Property and pursuant to the Contract.

any additional amounts shown at the hearing herein.

improved the Property.

failed and/or refused to make payment in accordance with Williams’s requests.

15. Upon information and belief, no Affidavit of Publication of the Owner’s

WHEREFORE, Williams claims a lien in the amount of $133,726.47, plus any

DATED: Honolulu, Hawaii, August 24, 2022.

/s/ Ryan H. Engle

Attorneys for Lienor

WILLIAMS CONSTRUCTION LLC, ) M.L. NO.

DECLARATION OF RYAN H. ENGLE

I, RYAN H. ENGLE, declare that:

Williams Application for Mechanic’s and Materialman’s Lien (“Application”).

2. I am competent to testify to the matters set forth herein based upon my

personal knowledge and information.

3. Attached hereto as Exhibit A is a true and correct copy of Schedule A to

DATED: Honolulu, Hawaii, August 24, 2022.

/s/ Ryan H. Engle

WILLIAMS CONSTRUCTION LLC, ) M.L. NO.

DECLARATION OF BILLY WILLIAMS

I, BILLY WILLIAMS, declare that:

1. I am the principal of Lienor WILLIAMS CONSTRUCTION LLC

Materialman’s Lien (“Application”).

2. I am competent to testify to the matters set forth herein based upon my

personal knowledge and information.

3. Attached hereto as Exhibit B is a true and correct copy of Standard Form

Unit No. 2 of the Condominium Project known as "PILA'A RANCH

Together with easements appurtenant to said Unit established by

Nonexclusive easements in the common elements designed for such

An undivided 89.2 % interest in all common elements of the

The land upon which said Condominium Project "PILA'A RANCH

William C. Lunalilo, situate, lying and being at Pilaa, District of

(a) Royal Patent Number (None), Land Commission Award Number

The following parcels are not covered by the Declaration of

(i) Royal Patent Number 3851, Land Commission Award Number

(ii) Royal Patent Number 4030, Land Commission Award Number

(iii) Royal Patent Number (None), Land Commission Award Number

(iv) Royal Patent Number (None), Land Commission Award Number