2024-05-28 PL-BOA-2024-000104 Coupe Order Exhibits COMBINED_v1

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• Mr. John De Fries April 29, 2010 411 Page 6 H. Material breach by Oceanside The County of Hawaii alleges as follows: 1. Oceanside has failed to perform its duties under the Development Agreement in good faith. Despite numerous promises by Oceanside of their commitment to fulfill its obligation to our community, the fact remains Oceanside has not fulfilled the majority of and the most substantial requirement of the Development Agreement. When provided the opportunity by the County to collateralize their real property so the County could complete construction of the bypass for our citizens, Oceanside representatives expressed a willingness to enter into such an agreement and went as far as scheduling a site visit and an updated appraisal. Unbeknownst to the County, Oceanside contemporaneously planned a "private auction" of unidentified lands to unidentified buyers. When pressed for information concerning this "private auction" and whether the lands that were to be sold were the very same ones the County sought to collateralize, Oceanside was deliberately vague and ambiguous. As of this writing, despite numerous requests for information, Oceanside has not been forthcoming with any material information. Oceanside's actions constitute a . material breach of Paragraph 40 of the Development Agreement in their failure to perform its duties in good faith. 2. Oceanside has failed to complete construction of the bypass as required by the Development Agreement. On July 28, 2009, the Circuit Court of the Third Circuit entered an Order placing the County in possession of earlier disputed lands for the purpose of resuming construction of the bypass. There is no legal impediment preventing Oceanside from fulfilling its obligation to compete construction of the bypass. Oceanside's failure to resume construction of the bypass constitutes a material breach of Paragraph 13(d) of the Development Agreement. 3. Oceanside has failed to complete the subdivision improvements for Phase I as required by the Development Agreement. On September 16, 1999, Oceanside and the County entered into an agreement stating that Oceanside was to complete the construction of utilities improvements (such as roads, drainage structures, sewer system, and potable water systems) in accordance with construction plans and specifications approved by the Planning Department of the County of Hawaii on September. 15, 1999, File No. SUB 98-124 by December 31, 2001. This agreement was secured with a bond in the amount of$34,170,000.