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<br /> PROJECT FUNDING AND ACQUISITION AGREEMENT
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<br /> This PROJECT FUNDING AND ACQUISITION AGREEMENT (this "Agreement"),
<br /> dated this day of , 2022, is made and entered into by and
<br /> between RCFC KALOKO HEIGHTS, LLC, a Delaware limited liability company, whose
<br /> mailing address is 10100 Santa Monica Blvd, Suite 1000, Los Angeles, CA 90067 (hereinafter
<br /> referred to as "RCFC"); KALOKO HEIGHTS BlA HOLDINGS, LLC, a Delaware limited
<br /> liability company, whose mailing address is 10100 Santa Monica Boulevard, Los Angeles,
<br /> California 90067 (hereinafter referred to as "B1A"); KALOKO HEIGHTS INVESTORS,
<br /> LLC, a Delaware limited liability company, whose mailing address is 10100 Santa Monica Blvd,
<br /> Suite 1000, Los Angeles, CA 90067 (hereinafter referred to as "KHI"); and the COUNTY OF
<br /> HAWATI, a municipal corporation and political subdivision of the State of Hawaii whose
<br /> mailing address is 25 Aupuni Street, Hilo, Hawai'i 96720 (hereinafter refe],red to as "the
<br /> County"), acting by and through its Department of Environmental Management ("DEM") and its
<br /> Department of Finance (the "Finance Department");
<br /> RECITALS:
<br /> A. RCFC is the owner of certain real property located at Kaloko and Kohanaiki,
<br /> District of North Kona, Island, County and State of Hawaii, identified as TMK (3) 7-3-009:057,
<br /> 058, 060, 061, 062, 070 and 071, and B1A is the owner of that certain parcel of real property
<br /> designated as TMK (3) 7-3-009:059, all of which parcels are located on the north side of Hina
<br /> Lani Street ("Kaloko Heights, Phase I") and KHI is the owner of that certain parcel of real
<br /> property located in the same area on the south side of Hina Lani Street, designated as TMK (3)
<br /> 7-3-009:019 ("Kaloko Heights, Phase II"). These areas are collectively identified as the "Project
<br /> Area," and RCFC, KHI and BIA are collectively referred to as the "Developer
<br /> B. By Memorandum of Agreement dated January 15, 2019, the Developer and the
<br /> County of Hawaii agreed (together with the Hawaii Island Community Development
<br /> Corporation) to cooperate in Developer's efforts to construct and install certain public sewerline
<br /> improvements (the "Improvements") to accommodate anticipated wastewater ftotnl the Kaloko
<br /> Heights Project, Phases I and II, an affordable housing project for lands owned by the Hawaii
<br /> Island Community Development Corporation and other lands, said Improvements to carry
<br /> wastewater to the County's Kealakehe Wastewater Treatment Plant (the "NVWTP"). The
<br /> Memorandum of Agreement identified the County's Improvement District procedures as the
<br /> manner in which the County would assist with funding the Improvements.
<br /> C. On March 28, 2019, the Council of the County of Hawaii (the "Council") adopted
<br /> Resolution 86-19, which authorized the extension of the Improvements from the Project Area to
<br /> the existing terminus at the West Hawaii Civic Center to allow for treatment of wastewater at the
<br /> WWTP. Thereafter, the Developer and the County agreed that the County's assistance in
<br /> funding the Improvements by the Community Facilities District process set fort-i in Chapter 32
<br /> of the Hawaii County Code 1983 (2016 Edition, as Amended) ("HCC") wound be more
<br /> appropriate.
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<br /> 425547.5
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