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III. BACKGROUND FACTS <br /> A. Early Development of Hokuli`a by Oceanside's Predecessor-in-Interest. <br /> Oceanside's predecessor-in-interest, 1250 Oceanside Partners, L.P. ("1250 Partners"), <br /> first conceived Hokuli`a in the early 1990s, as a higher-density, master-planned residential <br /> community consisting of approximately 1,540 lots, a 27-hole golf course, and a 100-unit <br /> members' lodge. However, 1250 Partners subsequently faced legal challenges, and following <br /> several years of litigation, 1250 Partners revised its master plan to address concerns expressed by <br /> the community, ultimately proposing a lower-density, agriculturally-focused development. <br /> As part of its revised master plan, 1250 Partners committed to providing significant <br /> public improvements and community benefits. These included, inter alia, the development of an <br /> approximately 140-acre Shoreline Park, the expansion of the County's Kona Scenic Park, and <br /> the construction and dedication of an approximately five-mile segment of the Bypass Extension. <br /> 1250 Partners submitted necessary entitlement applications to the County to implement <br /> the revised master plan consisting of 730 agricultural lots, which culminated with the adoption of <br /> the Ordinances — Ordinance No. 96-7 covers Hokulia's western/makai lands, and Ordinance No. <br /> 96-8 covers Hokulia's eastern/mauka lands. Following adoption of the Ordinances, 1250 <br /> Partners secured other entitlements and entered into the Development Agreement. <br /> The development of Hokuli`a is divided into three general phases— Phase I, Phase II, and <br /> Phase III, with Phase III further divided into three sub-phases — Phase III North, Phase III South, <br /> and Phase III East. Shortly after the Ordinances were adopted, 1250 Partners submitted <br /> construction plans to the County for subdivision infrastructure improvements for Phase I, <br /> including the Makai Haleki`i Extension and Connector Roadway. The Makai Haleki`i Extension <br /> and Connector Roadway were constructed in 1999,pursuant to construction plans approved by <br /> the County, including DPW. Ex. 104-11; Ex. 105-10. <br /> 4881-6366-3335.6.051730-00058 10 <br />