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lend <br /> 33. Pursuant to the DSA,during Phase 1V, UniDev was to be compensated for <br /> performing Development/Construction Services in the amount of 6% of the development <br /> costs for each Construction Phase. 60% of the 6% fee(less any monthly fee received by <br /> UniDev during Phase 111) was due to UniDev at the time of Initial Funding, which is defined <br /> as the first receipt by the County of any.construction funding applicable to such construction <br /> phase. During construction, UniDev was to receive a monthly payment of 35%of the <br /> Development Fee divided by the number of months anticipated to be required in order to <br /> achieve completion of the Project; and the remaining 5%of the development fee was due and <br /> payable on the date the notice of completion was published. <br /> 34. The DSA also provided (pursuant to UniDev's recommendation)that the <br /> County intended to transfer title to The Land to a to-be-formed non-profit entity which non- <br /> profit shall in turn form a non-profit subsidiary or affiliated entity to act as the borrower of the <br /> financing for The Project and shall enter into a ground lease with the non-profit subsidiary. <br /> 35. The DSA also stated that upon the formation of the subsidiary, the County <br /> "shall assign all of its rights and obligations" in and under the DSA to the subsidiary <br /> [emphasis added]. <br /> 36. Prior to the execution of the DSA, UniDev had already engaged the services of <br /> a law firm to create the non-profit entity, and in fact the Articles of Incorporation of the <br /> Hawaii Island Housing Trust ("HINT") were filed on February 16, 2006. <br /> 37. On or about July 26, 2006 the County entered into a Development Agreement <br /> ("DA") with HIHT, which provided for the County's conveyance of The Land to HIHT, and <br /> HIHT's formation of an LLC to be named Waikoloa Workforce Housing LLC ("WWH")to <br /> which HIHT would grant a ground lease. <br /> 8 <br />