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HomeMy WebLinkAboutCOM 0890.000 2010-2012 h'`' Nancy E.Crawford William P. Kenoi •`• •`:1 y1.4( Director Mayor pp ,1.,5'�.• Deanna S. Sako if4+- q 1'.0`-• Deputy Director County of Hawaii Finance Department 25 Aupuni Street,Suite 2103 • Hilo,Hawai`i 96720 (808)961-8234 • Fax(808)961-8569 October 19, 2012 Dominic Yagong Council Chair and Members of the Hawai`i County Council Hawai`i County Council 25 Aupuni Street Hilo, Hawai`i 96720 Re: Acquisition of Kahuku Coastal Property, District of Ka`u The Hawai`i County Public Access, Open Space and Natural Resources Preservation Comm ssion cited the Kahuku Coastal Property (also referred to as the "Sands of South Kona Parcel") as it's fifth highest(priority) parcel for acquisition purposes. Resolution No. 49-11, passed by the County Council on April 20, 2011, authorized the Director of Finance to enter into negotiations for the acquisition of this property, designated by tax map key parcel TMK(3) 9-2-001:075, situated in Kahuku, Ka`u. On September 16, 2011, the County of Hawai`i, applied for funding by grant from the State of Hawai`i, Department of Land and Natural Resources, Legacy Land Conservation Commission, for the acquisition of this Kahuku Coastal Property. The Legacy Land Conservation Commission approved the County's application and granted the amount of$621,245, which was approved by the Legacy Land Conservation Commission on December 14, 2011 and by the Board of Land and Natural Resources on May 11, 2012. Enclosed is a resolution authorizing the Mayor to enter into an agreement with the State of Hawai`i Department of Land and Natural Resources, Legacy Land Conservation Commission and to accept funds for the acquisition of Kahuku Coastal Property, District of Ka`u, Island of Hawaii. If there are any questions, please do not hesitate to call Ken Van Bergen from the Finance Department's Property Management Division at 323-4323. F Nancy Crawford Director of Finance Enc. Comm. No. r cc: Property Management Ref. To: UL` 9 2012 Ref. Date Hawaii County is an Equal Opportunity Provider and Employer Res, 314 - Ia> Form #: B-52 7/18/91 DEPARTMENT OF FINANCE REQUEST FOR COUNCIL ACTION DEPARTMENT: Finance DATE: 9/13/2012 STAFF CONTACT: Ken Van Bergen PHONE: 323-4323 A. REQUEST: Prepare resolution authorizing the Mayor to enter into an agreement with the State of Hawaii, Board of Land and Natural Resources, Legacy Land Conservation Commission (LLCC), and to accept funds for the acquisition of Kahuku Coastal Property, Ka`u, Island of Hawaii. B. BACKGROUND AND JUSTIFICATION (USE ADDITIONAL SHEETS AS NEEDED): The County applied for grant funding in the amount of$621,245.00 from the State of Hawaii, Department of Land and Natural Resources, LLCC for the acquisition of TMK: 9-2-01:75 at Kahuku, Ka`u, Hawaii on September 16, 2011. This request was approved by the LLCC on December 14, 2011 and by the BLNR on May 11, 2012. SIGNED: tikk-1 i DATE: /0/ -R epartme ea. GRANT SUMMARY (Supplement to B-52, Request for Council Action) Type of Grant Appropriation being requested: (New or an additional appropriation) N New(for this fiscal year period). OR n Additional appropriation(to an existing grant); Is a draft agreement attached? Has the original grant notification been transmitted to [ Yes ❑ No Council? n Yes n No Name of Grant Program: Legacy Lands Conservation Program Grantor: State of Hawaii, Dept. of Land and Natural Resources County Grantee Department or Agency: Finance, Property Management Division County Grantee Contact Person: Ken Van Bergen Phone Number: 323-4323 Amount of Grant: 621,245.00 Grant Period (Commencement& Completion): N/A Purpose of Grant: Acquisition of TMK: 9-2-01:75 for the Kahuku Coastal Property, Ka`u, Hawaii to be purchased in addition with proceeds from the Public Access, Open Space and Natural Resources Preservation Fund (FUND). County Match required?: ® Yes ❑ No If yes, Matching Amount? 1,006,755.00 Budgeted in account# : 237.1101.01 In-kind? Explain: Explanation: The FUND is strictly a balance account that receives quarterly deposits based on 2% of real property tax revenues. Monies in the FUND are not necessarily earmarked for any one specific acquisition. As properties become available for purchase and if money is available we will purchase, there is no specific order. In addition we also got approved to receive approximately 800,000.00 from the Federal Recovery Lands Acquisition Grant (RLA) so the matching amount that I have noted above is not entirely accurate. County's personnel requirements: Amount of new position(s)? Qty: Permanent: ❑ Temporary: ❑, Duration: Full-time: ❑ Part-time: ❑, Time Element: Qty: Contractual: ❑ Explain: B-52 Grant Summary Form Explanation: Additional Comments about Grant: The appraised value for the property is 2,428,000.00 and with this grant of 621,245.00 and the estimated amount of 800,000.00 from RLA, the County portion from the FUND should be about 1,006,755.00. Only when the grant is fully executed will the State provide us with the Notice to Proceed that states the grant commencement and completion period. B-52 Grant Summary Form STATE OF HAWAII LEGACY LAND CONSERVATION PROGRAM GRANT AGREEMENT This Agreement, entered into on , 20 , by and between the BOARD OF LAND AND NATURAL RESOURCES, STATE OF HAWAII ("STATE"), by its Chairperson, whose address is 1151 Punchbowl Street, Honolulu, Hawaii 96813, and the County of Hawaii ("AWARDEE"), a nonprofit corporation under the laws of the State of Hawaii, whose business address is as follows: 25 Aupuni Street Hilo, HI 96720 . EXHIBITS Exhibit A Project Application Exhibit B Checklist for Legacy Land Conservation Program Projects Exhibits A and B are hereby made a part of this Agreement. RECITALS WHEREAS, Chapter 173A, Hawaii Revised Statutes ("HRS"), establishes standards for disbursing public funds to state agencies, counties, and nonprofit land conservation organizations to fulfill public purposes; WHEREAS, the AWARDEE has requested funding from the STATE for the project described in Exhibit A and Attachment 1 of this Agreement; WHEREAS, the STATE finds that the AWARDEE's performance as described in Attachment 1 of this Agreement will fulfill the public purpose set forth therein; WHEREAS, the STATE desires to contract with the AWARDEE to fulfill the specified public purpose, and the AWARDEE are agreeable to performing under this Agreement; WHEREAS, money is available to fund this Agreement pursuant to: Chapter 173A, HRS, LNR 101 (S-12-317-514) in the following maximum amount: Six Hundred Twenty-One Thousand, Two Hundred and Forty-Five and No/100 Dollars ($621,245); NOW, THEREFORE, in consideration of the promises contained in this Agreement, the STATE and the AWARDEE agree as follows: 1 A. SCOPE OF PERFORMANCE The AWARDEE shall perform, in a proper and satisfactory manner as determined by the STATE, the project described in the "Scope of Performance" set forth in Attachment 1, which is hereby made a part of this Agreement. B. TIME OF PERFORMANCE The performance required of the AWARDEE under this Agreement shall be completed in accordance with the "Time Schedule" set forth in Attachment 2, which is hereby made a part of this Agreement. C. COMPENSATION Subject to the availability of funds, the AWARDEE shall be compensated for performance of the project under this Agreement according to the "Compensation and Payment Schedule," set forth in Attachment 3, which is hereby made a part of this Agreement. D. STANDARDS OF CONDUCT DECLARATION The "Standards of Conduct Declaration" by AWARDEE, set forth in Attachment 4, is hereby made a part of this Agreement. E. OTHER TERMS AND CONDITIONS The "General Conditions for Legacy Land Conservation Program Grant Agreements," set forth in Attachment 5, is hereby made a part of this Agreement. IN WITNESS WHEREOF, the STATE and the AWARDEE have executed this Agreement effective as of the date first above written. STATE Chairperson Board of Land and Natural Resources AWARDEE By Its * (Title) APPROVED AS TO FORM: Deputy Attorney General *Evidence of authority of the AWARDEE's representative to sign this Agreement for the AWARDEE must be attached. 2 AWARDEE'S ACKNOWLEDGMENT STATE OF HAWAII ) ) SS. COUNTY OF ) On this day of , 20 , before me personally appeared , to me personally known, who being by me duly sworn, did say that he/she is the of , the AWARDEE named in the foregoing instrument, and that he/she is authorized to sign said instrument on behalf of the AWARDEE, and acknowledges that he/she executes said instrument as the free act and deed of the AWARDEE. Notary Public, State of Hawaii My commission expires: Notary Seal Affixed: Attachment 1 SCOPE OF PERFORMANCE Project Description The AWARDEE shall use funds from the Legacy Land Conservation Program ("LLCP") for land acquisition of: 3,127.95 acres, more or less, in Ka`u, Island of Hawaii ("Property") for the protection of resource values stated in Sections "C," "D," and "G" of the Project Application attached hereto as Exhibit A. Property acquired with LLCP funding from the Land Conservation Fund shall be held and managed in a manner designed to protect the Property's resource values. Performance The AWARDEE is required to do the following: 1. Submit a request for payment containing all documentation required in Attachment 3 ("Compensation and Payment Schedule") to the satisfaction of the STATE. 2. Complete acquisition of the Property and record a document of conveyance of the Property to the County of Hawaii. 3. The document of conveyance to the County of Hawaii shall include the following paragraphs: "The property has been acquired with funds from a grant by the State of Hawaii, Department of Land and Natural Resources, Legacy Land Conservation Program ("LLCP") through grant agreement number , dated , and is subject to all of the terms and conditions of the grant agreement. Title of the property conveyed by this deed shall vest in County of Hawaii subject to disposition instructions from the State of Hawaii, Department of Land and Natural Resources ("DLNR"), or its successor agencies. The property shall be managed consistently with the purposes for which it was awarded a LLCP grant and Chapter 173A, Hawaii Revised Statutes. The County of Hawaii, for itself, its successors and assigns, and in consideration of the LLCP grant, does hereby covenant that it shall not dispose of, encumber its title or other interests in, or convert the use of this property without the written approval of the DLNR or its successor agencies. Upon notice from the County of Hawaii that it intends to dispose of, encumber the title or other interests in, or convert the use of the property, the DLNR may: 1. Require the County of Hawaii to place on the property, a deed restriction or covenant to protect the resource values for which County of Hawaii was awarded a LLCP grant, to an appropriate land conservation organization or county, state, or federal resource conservation agency. The deed restriction or covenant shall run with the land and be recorded with the appropriate state agency. 2. Require to be placed on the property, a conservation easement or agricultural easement under Chapter 198, Hawaii Revised Statutes, to an appropriate land conservation organization or county, state, or federal resource conservation agency, that shall run with the land and be recorded with the appropriate state agency. 3. Require subsequent landowners to enter into a contract with the DLNR for the protection of the resource values consistent with the purposes for which the LLCP grant was awarded. The County of Hawaii further covenants that if the property is sold, leased, rented, or otherwise disposed of by the County of Hawaii, that portion of the net proceeds (sale price less actual expenses of sale) of such sale, rental, or proceeds equal to the proportion that the state grant bears to the original cost of the property shall be paid to the State of Hawaii." 4. Cooperate with the STATE in all efforts to document the condition and status of the resource values for which the grant funds were provided. 5. Any substantive changes to the Project Application must be agreed to by the AWARDEE and the Chairperson of the Board of Land and Natural Resources in writing. 6. The AWARDEE shall maintain the same proportion of matching funds to awarded funds as set forth in Section F. of the Project Application, attached hereto as Exhibit A. Attachment 2 TIME SCHEDULE This Agreement shall be in effect beginning , 20 . AWARDEE shall complete acquisition of the Property and record the conveyance no later than 20 . If any of the performances required in the Scope of Performance are not completed within the time stated, AWARDEE may be required to return all funds previously received by it pursuant to this Agreement. The Chairperson of the Board of Land and Natural Resources may extend the time for performance of any requirement. Requests for extension must be submitted by AWARDEE in writing 90 days prior to , 20_, or they will not be considered. Attachment 3 COMPENSATION AND PAYMENT SCHEDULE In full consideration of the services to be performed under this Agreement, from Chapter 173A, Hawaii Revised Statutes, and LNR 101 (S-12-317-514), the STATE and the AWARDEE agree to the following: a) AWARDEE's requests for payment, in the form of either a single invoice or multiple invoices, shall be delivered personally or sent by United States first class mail, postage prepaid to: Legacy Land Conservation Program Division of Forestry and Wildlife Department of Land and Natural Resources 1151 Punchbowl Street, Room 325 Honolulu, Hawaii 96813 The STATE may withhold any portion of the payment until all commitments are verified as complete to the satisfaction of the STATE. Reimbursement will be the method for all costs except for grant funds used to purchase land. All requests for payment must be received by the LLCP by . A single payment or multiple payments, not exceeding the total amount of Six Hundred Twenty-One Thousand, Two Hundred and Forty- Five and No/100 Dollars ($621,245), shall be made upon: i. AWARDEE's completion of the Checklist for Legacy Land Conservation Program Projects attached hereto as Exhibit B to the satisfaction of the STATE; ii. AWARDEE's compliance with all LLCP policies and practices; iii. the STATE's receipt of an original invoice and copies of all bills, invoices, and receipts. All invoices should: o Identify costs, o Reference the contract number, and o Have a line that states "this is an original invoice"with a signature (in a pen color other than black) to certify this statement. The final invoice should be marked as "Final"when submitted and should be accompanied by a Certification of Compliance for Final Payment. b) Within thirty(30) days of acquiring the Property, but no later than AWARDEE shall submit to the STATE a copy of the recorded conveyance document transferring ownership of the 3,127.95 acres, more or less, in Ka`u, Island of Hawaii, to AWARDEE. AWARDEE shall also submit any other documentation of the transaction that is requested by the STATE. c) The total amount awarded under this Agreement will be dependent upon the project being completed with no substantive changes to the Project Application. The amount of the award shall not be increased, but the STATE may reduce the award if the project changes in any way that the STATE deems substantial. For example, a reduction in acreage, purchase price, or fair market value may be deemed substantial and sufficient justification for a reduction in the award. The AWARDEE is shall maintain the same proportion of matching funds to awarded funds as set forth in Section F. of the Project Application, attached hereto as Exhibit A. d) All payments under this Agreement are subject to availability of funds and allotment by the Director of Finance in accordance with chapter 37, HRS. Furthermore, all payments shall be made in accordance with and subject to chapter 40, HRS. The AWARDEE acknowledges and agrees that the availability of funds from the Land Conservation Fund established under the laws of the State of Hawaii shall be subject to the approval and release of the budgeted funds by the Governor of the State of Hawaii. If insufficient funds are released or otherwise made available to the STATE to pay the AWARDEE, the STATE may, without liability to the STATE, reduce or eliminate the amount of compensation to the AWARDEE, upon written notification by the STATE to the AWARDEE. Attachment 4 STANDARDS OF CONDUCT DECLARATION For the purposes of this declaration: "Agency" means and includes the State, the legislature and its committees, all executive departments boards, commissions, committees, bureaus, offices; and all independent commissions and other establishments of the state government but excluding the courts. "Controlling interest" means an interest in a business or other undertaking which is sufficient in fact to control, whether the interest is greater or less than fifty per cent (50%). "Employee"means any nominated, appointed, or elected officer or employee of the State, including members of boards, commissions, and committees, and employees under contract to the State or of the constitutional convention, but excluding legislators, delegates to the constitutional convention,justices, and judges. (Section 84-3, HRS). On behalf of the County of Hawaii , AWARDEE, the undersigned does declare as follows: 1. AWARDEE ❑ is ❑ is not a legislator or an employee or a business in which a legislator or an employee has a controlling interest. (Section 84-15(a), HRS). 2. AWARDEE has not been represented or assisted personally in the matter by an individual who has been an employee of the agency awarding this Agreement within the preceding two years and who participated while so employed in the matter with which the Agreement is directly concerned. (Section 84-15(b), HRS). 3. AWARDEE has not been assisted or represented by a legislator or employee for a fee or other compensation to obtain this Agreement and will not be assisted or represented by a legislator or employee for a fee or other compensation in the performance of this Agreement, if the legislator or employee has been involved in the development or award of the Agreement. (Section 84-14(d), HRS). 4. AWARDEE has not been represented on matters related to this Agreement, for a fee or other consideration by an individual who, within the past twelve (12) months, has been an agency employee, or in the case of the Legislature, a legislator, and participated while an employee or legislator on matters related to this Agreement. (Sections 84-18(b) and (c), HRS). AWARDEE understands that the Agreement to which this document is attached is voidable on behalf of the STATE if this Agreement was entered into in violation of any provision of chapter 84, Hawaii Revised Statutes, commonly referred to as the Code of Ethics, including the provisions which are the source for the declarations above. Additionally, any fee, compensation, gift, or profit received by any person as a result of a violation of the Code of Ethics may be recovered by the STATE. AWARDEE: By (Signature) Print Name Print Title Name of AWARDEE Date Attachment 5 (rev. 8-8-2008) GENERAL CONDITIONS FOR LEGACY LAND CONSERVATION PROGRAM GRANT AGREEMENTS 1. Awardee's Qualifying Standards. a. The AWARDEE is a state agency, county, or a nonprofit land conservation organization. b. If the AWARDEE is a non-profit land conservation organization, the AWARDEE has been determined by the Internal Revenue Service to be a non-profit organization, and AWARDEE has a governing board whose members have no material conflict of interest and serve without compensation. 2. Recordkeeping Requirements. The AWARDEE shall, in accordance with generally accepted accounting practices, maintain fiscal records and supporting documents and related files, papers, receipts, reports, and other evidence that sufficiently and properly reflect all direct and indirect expenditures and management and fiscal practices related to the AWARDEE's performance under this Agreement. The AWARDEE shall retain all records related to the AWARDEE's performance under this Agreement for at least three (3) years after the date of submission of the AWARDEE's Final Project Report. 3. Audit of AWARDEE. The AWARDEE shall allow the STATE full access to records, reports, files, and other related documents and information for purposes of monitoring, measuring the effectiveness, and assuring the proper expenditure of the grant. This right of access shall last as long as the records and other related documents are retained. The AWARDEE shall respond to any requests from the STATE for information regarding monitoring, measuring the effectiveness, and assuring the proper expenditure of the grant within 60 days. 4. Nondiscrimination. No person performing work under this Agreement, including any employee or agent of the AWARDEE, shall engage in any discrimination that is prohibited by any applicable federal, state, or county law. 5. Inspection of Property. The AWARDEE shall permit the STATE and its agents and representatives, at all reasonable times, the right to enter and examine the Property to ensure compliance with chapter 173A, Hawaii Revised Statutes, and the terms of this Agreement. The STATE shall provide either written or verbal notice to the AWARDEE forty-eight hours prior to entering the Property. 6. Conflicts of Interest. The AWARDEE represents that neither the AWARDEE, nor any employee or agent of the AWARDEE, presently has any interest, and promises that no such interest, direct or indirect, shall be acquired, that would or might conflict in any manner or degree with the AWARDEE's performance under this Agreement. 7. Compliance with Laws. The AWARDEE shall comply with chapter 173A, Hawaii Revised Statutes, chapter 343, Hawaii Revised Statutes, and all federal, state, and county laws, ordinances, codes, rules, and regulations, as the same may be amended from time to time, that in any way affect the AWARDEE's performance under this Agreement. 8. Indemnification and Defense. The AWARDEE shall defend, indemnify, and hold harmless the State of Hawaii, the contracting agency, and their officers, employees, and agents from and against all liability, loss, damage, and cost, and expense, including all attorneys' fees, and all claims, suits, and demands therefore, arising out of or in resulting from the acts or omissions of the AWARDEE or AWARDEE's employees, officers, or agents under this Agreement. The provisions of this paragraph shall remain in full force and effect notwithstanding the expiration or early termination of this Agreement. 9. Cost of Litigation. In case the STATE shall, without any fault on its part, be made a party to any litigation commenced by or against the AWARDEE in connection with this Agreement, the AWARDEE shall pay all costs and expenses incurred by or imposed on the STATE, including attorneys' fees. 10. Title insurance. AWARDEE must obtain title insurance in the full amount of the purchase price, insuring that the title to the Property is vested in the AWARDEE. 11. Relationship of Parties; Independent Contractor Status and Responsibilities, Including Tax Responsibilities. a. In the performance of this Agreement, the AWARDEE is an "independent contractor," with the authority and responsibility to control and direct the performance required under this Agreement; however, the STATE shall have a general right of inspection to determine whether, in the STATE's opinion, the AWARDEE is in compliance with this Agreement. b. The AWARDEE and the AWARDEE's employees and agents are not by reason of this Agreement, agents or employees of the STATE for any purpose, and the AWARDEE, and the AWARDEE's employees and agents shall not be entitled to claim or receive from the STATE any vacation, sick leave, retirement, workers' compensation, unemployment insurance, or other benefits provided to state employees. c. The AWARDEE shall be responsible for the accuracy, completeness, and adequacy of AWARDEE's performance under this Agreement. Furthermore, the AWARDEE intentionally, voluntarily, and knowingly assumes the sole and entire liability to the AWARDEE's employees and agents, and to any individual not a party to this Agreement, for all loss, damage, or injury caused by the AWARDEE, or the AWARDEE's employees or agents, in the course of their employment. d. The AWARDEE shall be responsible for payment of all applicable federal, state, and county taxes and fees which may become due and owing by the AWARDEE by reason of this Agreement, including but not limited to (i) income taxes, (ii) employment related fees, assessments, and taxes, (iii) general excise taxes, (iv)real property taxes, and (v) conveyance taxes. The AWARDEE is also responsible for obtaining all licenses, permits, and certificates that may be required in order to perform this Agreement. e. The AWARDEE shall obtain a general excise tax license from the Department of Taxation, State of Hawaii, in accordance with section 237- 9, Hawaii Revised Statutes, and shall comply with all requirements thereof The AWARDEE shall obtain a tax clearance certificate from the Director of Taxation, State of Hawaii, and the Internal Revenue Service, U.S. Department of the Treasury, showing that all delinquent taxes, if any, levied or accrued under state law and the Internal Revenue Code of 1986, as amended, against the AWARDEE have been paid and submit the same to the STATE prior to commencing any performance under this Agreement. The AWARDEE shall also be solely responsible for meeting all requirements necessary to obtain the tax clearance certificate required for final payment under sections 103-53 and 103D-328, Hawaii Revised Statutes. f The AWARDEE shall obtain a certificate of compliance issued by the Department of Labor and Industrial Relations, State of Hawaii, in accordance with section 103D-310, Hawaii Revised Statutes,and section 3-122-112, Hawaii Administrative Rules, that is current within six months of the date of issuance. g. In lieu of the above-certificates from the Department of Taxation and the Department of Labor and Industrial Relations, the AWARDEE may submit proof of compliance through the State Procurement Office's designated certification process. h. The AWARDEE is responsible for securing all employee-related insurance coverage for the AWARDEE and the AWARDEE's employees and agents that is or may be required by law, and for payment of all premiums, costs, and other liabilities associated with securing the insurance coverage. 12. Payment Procedures: Tax Clearance. All payments under this Agreement shall be made only upon submission by AWARDEE of(i) original invoices specifying the amount due and certifying that it has completed performance in accordance with the Agreement, and (ii) tax clearances from the Hawaii State Department of Taxation and the Internal Revenue Service. Such payments are subject to availability of funds and allotment by the Director of Finance in accordance with chapter 37, Hawaii Revised Statutes. Further, all payments shall be made in accordance with and subject to chapter 40, Hawaii Revised Statutes. 13. Publicity. a. The STATE Legacy Land Conservation Program shall be credited as a sponsor on all advertising and promotional materials and activities wherever and whenever possible. The AWARDEE shall not refer to the STATE, or any office, agency, or officer thereof, or any state employee, in any of the AWARDEE's brochures, advertisements, or other publicity of the AWARDEE without consultation and written permission from the Public Information Office of the State of Hawaii, Department of Land and Natural Resources. b. The AWARDEE consents to the STATE's use of AWARDEE and the Property's name, photograph, image, or likeness in brochures, advertisements, or other publicity relating to the Legacy Land Conservation Program. The STATE shall have complete ownership of all material which is developed, prepared, assembled, or conceived for brochures, advertisements, or other publicity relating to the Legacy Land Conservation Program. 14. Confidentiality of Material. a. All material given to or made available to the AWARDEE by virtue of this Agreement, which is identified as proprietary or confidential information, will be safeguarded by the AWARDEE and shall not be disclosed to any individual or organization without the prior written approval of the STATE. b. All information, data, or other material provided by the AWARDEE to the STATE shall be subject to the Uniform Information Practices Act, chapter 92F, Hawaii Revised Statutes. 15. Suspension and Termination of Agreement. a. The STATE reserves the right at any time and for any reason to suspend this Agreement for any reasonable period, upon written notice to the AWARDEE. Upon receipt of said notice, the AWARDEE shall immediately comply with said notice and suspend all performance under this Agreement at the time stated. b. If, for any cause, the AWARDEE breaches this Agreement by failing to satisfactorily fulfill in a timely or proper manner the AWARDEE's obligations under this Agreement or by failing to perform any of the promises, terms, or conditions of this Agreement, and having been given reasonable notice of and opportunity to cure such default, fails to take satisfactory corrective action within the time specified by the STATE, the STATE shall have the right to terminate this Agreement by giving written notice to the AWARDEE of such termination at least seven(7) calendar days before the effective date of such termination. Furthermore, the STATE may terminate this Agreement without statement of cause at any time by giving written notice to the AWARDEE of such termination at least thirty(30) calendar days before the effective date of such termination. c. Upon termination of the Agreement, the AWARDEE, within thirty(30) calendar days of the effective date of such termination, shall compile and submit in an orderly manner to the STATE an accounting of the work performed up to the date of termination. In such event, the AWARDEE shall be paid for the actual cost of the services rendered, if any, but in no event more than the total compensation payable to the AWARDEE under this Agreement. d. If this Agreement is terminated for cause, the AWARDEE shall not be relieved of liability to the STATE for damages sustained because of any breach by the AWARDEE of this Agreement. In such event, the STATE may retain any amounts which may be due and owing to the AWARDEE until such time as the exact amount of damages due to the STATE from the AWARDEE has been determined. The STATE may also set off any damages so determined against the amounts retained. 16. Disputes. No dispute arising under this Agreement may be sued upon by the AWARDEE until after the AWARDEE's written request to the Chairperson of the Board of Land and Natural Resources ("CHAIRPERSON") to informally resolve the dispute is rejected, or until ninety(90) calendar days after the CHAIRPERSON's receipt of the AWARDEE's written request whichever comes first. While the CHAIRPERSON considers the AWARDEE's written request, the AWARDEE agrees to proceed diligently with the performance necessary to complete the Project unless otherwise instructed in writing by the CHAIRPERSON. 17. State Remedies. The AWARDEE understands that in the event that it no longer meets all of the standards set forth in paragraph 1 of these General Conditions, or in the event that AWARDEE fails to comply with any of the other requirements, provisions, or conditions set forth in this Agreement, that the STATE may refuse to make further payments to AWARDEE or may seek reimbursement for payments made to AWARDEE under this Agreement. In addition to the remedies set forth above, the STATE shall be entitled to pursue any other remedy available at law or in equity. 18. Modifications of Agreement. Any modification, alteration, amendment, change, or extension of any term, provision, or condition of this Agreement permitted by this Agreement shall be made by written amendment to this Agreement, signed by the AWARDEE and the STATE. 19. Notices. Any written notice required to be given by a party to this Agreement shall be (a) delivered personally, or (b) sent by United States first class mail, postage prepaid, to the CHAIRPERSON at the CHAIRPERSON's office in Honolulu, Hawaii or to the AWARDEE at the AWARDEE's address as indicated in the Agreement. A notice shall be deemed to have been received three (3) days after mailing or at the time of actual receipt, whichever is earlier. The AWARDEE are responsible for notifying the CHAIRPERSON in writing of any change of address. 20. Waiver. Prior to the disbursement of funds, the CHAIRPERSON, in his or her discretion, may waive certain conditions set forth in this Agreement. No waiver shall be effective unless in writing executed by the CHAIRPERSON. The failure of the STATE to insist upon the strict compliance with any term, provision, or condition of this Agreement shall not constitute or be deemed to constitute a waiver or relinquishment of the STATE's right to enforce the same in accordance with this Agreement. The fact that the STATE specifically refers to one section of the Hawaii Revised Statutes, and does not include other statutory sections in this Agreement shall not constitute a waiver or relinquishment of the STATE's rights or the AWARDEE's obligations under the statutes. 21. Severability. In the event that any provision of this Agreement is declared invalid or unenforceable by a court, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining terms of this Agreement. 22. Governing Law. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties to this Agreement, shall be governed by the laws of the State of Hawaii. Any action at law or in equity to enforce or interpret the provisions of this Agreement shall be brought in a state court of competent jurisdiction in Honolulu, Hawaii. 23. Survival. AWARDEE's obligations and the STATE's remedies shall survive the funding of the grant and the acquisition of this Property by AWARDEE. 24. Entire Contract. This Contract sets forth all of the agreements, conditions, understandings, promises, warranties, and representations between the STATE and the AWARDEE relative to this Agreement. This Agreement supersedes all prior agreements, conditions, understandings, promises, warranties, and representations, which shall no further force or effect. There are no agreements, conditions, understandings, promises, warranties, or representations, oral or written, express or implied, between the STATE and the AWARDEE other than as set forth or as referred to herein. 25. Counterparts. Furthermore, the parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same agreement, binding all of the parties hereto, notwithstanding all of the parties are not signature to the original or the same counterparts. For all purposes, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document. 26. Suspension. Upon a breach of this Agreement, the STATE may impose sanctions against AWARDEE, including, but not limited to: suspension of all grant payments; and suspension of the AWARDEE's participation in STATE grant programs; until such time as all breaches are cured to the STATE's satisfaction. Sanctions may also include repayment of all state funds expended and any sanctions included as provisions herein.