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FOR SIGNATURE <br /> .1(7 ,2021 (the"Effective Date") <br /> 12/21/20 <br /> Letter of Intent: Waikoloa Workforce Housing Project <br /> A portion of FP 2449 Lot A containing approximately 19.675 acres of land situated <br /> on the southern side of Waikoloa Beach Drive, Waikoloa Beach Resort, Waikoloa, <br /> Hawaii 96738. TMK(3)6-9-008-032 (portion). Currently Zoned RM 6.0(Maximum <br /> Density of 142 Multi-Family Units). <br /> Waikoloa Development Co.("WDC1 owns the land described above(the"Property"),and Stanford <br /> Carr Development, LLC or special purpose entity("SCD")wishes to develop an affordable housing <br /> project(the"Project")on the Property. <br /> This Letter of Intent outlines the terms of a Development Agreement between WDC and SCD(the <br /> "Development Agreement"). <br /> evelopment Agreement <br /> SCD will explore options to develop the Project under the current SMA for Waikoloa Beach Resort or <br /> the amended SMA currently being prepared for submittal by WDC to the County of I-Iawaii(the <br /> "County")to pursue a 20111-38 project for density bonuses, impact fee waivers and Lo« Income <br /> Housing Tax Credit(LIIITC)program financing. <br /> The Development Agreement will provide that SCD will develop the Project and that WDC will <br /> convey the Property and the associated access road,sidewalks, underground utilities,water and sewer <br /> facilities to the property line of the Property at a location mutually agreed by the parties, including their <br /> associated facility charges,connection fees,etc.,with sufficient capacity to support the Project(the <br /> "Infrastructure")),to SCD at WDC's sole cost,except for miscellaneous legal,closing and conveyance <br /> costs as provided below, upon WDC receiving irrevocable affordable housing credits(the"Credits") <br /> that SCD receives from the County pursuant to a 3-Party Affordable l Iousine Agreement(the <br /> "Affordable Housing Agreement")among SCD, WDC and the County's Office of Housing and <br /> Community Development(as described below), which Credits WDC can use,as it determines in its <br /> sole discretion, and as allowed by County statute, including but not limited to,satisfying WDC's <br /> affordable housing requirements for WDC's other projects on its other owned properties. <br /> The number of units(the Project Units)and the target clientele for the Project will be mutually agreed <br /> upon by SCI)and WDC prior to SCD entering into the Affordable Housing Agreement with the <br /> County. The target number of Project Units and resultant Credits shall be sufficient to satisfy the <br /> affordable housing Credit requirement for WDC's planned 925-unit development on its other owned <br /> lands(the"Other Project"). Any Credits that may be received from the County in excess of what is <br /> required for the Other Project shall also be transferred to WDC by SCD. <br /> SCD will seek to reach the Affordable I-lousing Agreement with WDC and the Hawaii County Office of <br /> I lousing and Community Development(01-ICD)that will provide that: <br /> a. WDC transfer the Property and Infrastructure to SCD in the manner andas agreed by the three <br /> parties in the Affordable Mousing Agreement. <br /> b. O1 ICD will agree to have SCI)assume the obligation for affordable housing development from <br /> WDC for the Other Project. <br /> c. SCD will develop the Property for affordable housing. <br />