2010-04-15_County_of_Hawaii_Motion_to_Dismiss_Counter_Claim_to_Expunge_Lis_Pendens

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II. Statement of Facts In 2004 the County requested proposals for the Waikoloa Employee Housing Project ("Waikoloa Project"). See 16 of Exhibit "A". The Waikoloa Project was intended to provide one thousand affordable homes and was to he built on property owned by the County. See¶ 7 of Exhibit "A". UniDev responded to the request for proposals and made numerous representations and was eventually awarded the Waikoloa Project. See 1110-17 of Exhibit "A". Various written agreements were then entered into, including the Conceptual Planning Agreement ("CPA"), the Development Services Agreement ("DSA") and the Development Agreement ("DA"). See¶¶ 18, 24 of Exhibit"A". As part of the agreements,UniDev created a non-profit subsidiary,Hawaii Island Housing Trust ("HIHT")which would obtain financing and hold title to the County land. See¶¶ 34-36 of Exhibit "A". In addition,the Waikoloa Workforce Housing LLC ("WWH")was also formed to be the leasee of a lease issued by the HIHT. See 137 of Exhibit"A". In July 2006, the County transferred title to the land to HIHT. See 140 of Exhibit "A". In addition to transferring the land, the County also assigned the DSA to WWH as recommended by UniDev. UniDev obtained some short term funding but failed to secure other financing as promised. See 1143-48 of Exhibit"A". As a result of UniDev's failure to secure funding as promised, the County initially provided nine million of dollars towards the Waikoloa Project. See 1145-46,152 of Exhibit"A". However, the nine million dollars was insufficient and UniDev was unable to secure further funding. Therefore, based upon the representations of the Defendants, the County 3