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COM 0517.003 2022-2024
Mitchell D. Roth v o Sfavor `�� Susan K. Kunz q. ilanSltlg.Adminiso-amr Lee E. Lord Managing Director ' Harry M. Yada .,��� lssistant !lousing Adminisna(w Robert H. Command _ Deputy Managing Director County of Hawaii Office of Housing and Community Development 1990 Kano ale Staco, son, 102 - I1ilo, Hawaii 96720 (808) 961-8379 - Fox (809) 961-8685 Lx,,ting I loosing: (808) 959-4642 Fax (808) 959-9308 Kona. (808) 323-4300 • Pas (8Wo 323-4301 October 25, 2023 0 Via Hand-Delivery Heather L. Kimball, Council Chair 'rn and Members of the Hawaii County Council 25 Aupuni Street, Suite 1402 -' Hilo, HI 96720 SUBJECT: RESOLUTION NO. 303-23 —AUTHORIZING THE DIRECTOR OF FINANCE TO NEGOTIATE A SIXTY -EIGHT -YEAR LEASE. WITH KAMAKOA NUI LIMITED PARTNERSHIP FOR THE PURPOSE OF THE DEVELOPMENT & CONSTRUCTION OF AN AFFORDABLE WORKFORCE RENTAL HOUSING PROJECT Dear Chair Kimball and Members of the Hawaii County Council, The Office of Housing and Community Development is providing the attached documents listed below per the request of Council Member Sue Lee Loy at the October 17, 2023, Legislative Approvals and Acquisitions Committee meeting on Resolution 303-23. L Resolution 328-91 dated June 5, 1991 2. Request for Proposal "Kamakoa Nui Workforce Rental Housing Development" 3. Pacific Housing Assistance Corporation proposal for Kamakoa Nui Workforce I lousing Rental Housing Development 4. Notice of Award for the Development with Kamakoa Not Partnership dated January 14, 2021 5. Development Agreement dated October 4, 2021 6. First Amendment to Development Agreement dated February 11, 2022 Should you have any questions, please contact our office at 961-8379. Thank you. Susan K. Ktt?ts� (Note: Duplicate copies are not available of this document �r due to its size, but it may be viewed in the Office of the Housing Admmts ator County Clerk, or on the CountY's homepage by choosing "Our County" then "Council Records' then navigating to the Attachments document.) 1t11'� 8860dTKW Comm. e. 121 Rd. To: EQUAL NOOSING Rej, pele I t/ _ OPPORTUNITY OJ<V OF ,1 COUNTY OF HAWAII STATE OF HAWAII Thr OF•N,, RESOLUTION NO. 303 23 A RESOLUTION AUTHORIZING THE DIRECTOR OF FINANCE TO NEGOTIATE A SIXTY -EIGHT-YEAR LEASE WITH KAMAKOA NUI LIMITED PARTNERSHIP FOR THE PURPOSE OF THE DEVELOPMENT AND CONSTRUCTION OF AN AFFORDABLE WORKFORCE RENTAL HOUSING PROJECT, SITUATED AT WAIKOLOA, DISTRICT OF SOUTH KOHALA, COUNTY AND STATE OF HAWAII, AND IDENTIFIED AS TAX MAP KEY: (3) 6-8-042:022. WHEREAS, the County of Hawaii ("County") owns approximately 235 acres of undeveloped property in Waikoloa Village identified as Tax Map Key No.: (3) 6-8-041:002, 003, 004, 005, 006, 007, 008, 009, 010, 011, 012, 013, 014, 015, 016, 017, 018.019, 020, 021, 022 and (3) 6-8-042:022 for the purposes of providing affordable housing and related purposes at the Kamakoa Nui Subdivision ("Subdivision"); and WHEREAS, by County of Hawaii Resolution No. 328-91, dated June 5, 1991, the County through its Office of Housing and Community Development ("OHCD") acting by its Hawaii County Council, its Mayor was authorized to designate the OHCD Housing Administrator to serve as the designated county official to administer the development of the Waikoloa Village Affordable Housing Project thereon; and WHEREAS, on September 8, 2020, OHCD issued a Request for Proposals ("UP") for the leasehold development and operation of an affordable workforce rental housing on 10.324 acres of land situated in the Subdivision being Lot 98 of the "Kamakoa Phase 1-A Subdivision" as shown on File Plan No. 2469, Tax Map Key No. (3) 6-8-042:022, ("Property"); and WHEREAS, on November. 20, 2020, Pacific Housing Assistance Corporation ("PHAC") submitted a proposal in response to the RFP for the leasehold development, ownership and operation of a 120 -unit multifamily rental housing project at the Property to families that earn less than or equal to 140% of Hawai'i County Area Median Income ("AMI") ("the Project"); and WHEREAS, on January 14, 2021, the County issued a notice of award to the Developer for the RFP; and WHEREAS, on October 4, 2021 the County entered into a Development Agreement with Kamakoa Nui Limited Partnership, a limited partnership of PHAC ("Developer") for the development and construction, rental, management, and operations by the Developer of the Project to be situated on the Property; and WHEREAS, on February 11, 2022 the County and the Developer amended the Agreement with the First Amendment to Development Agreement to; change the Project name to "Na Hale Makoa", increase the unit count up to 140 units, increase the lease term to 68 years, and approve the Developer for thirty (30) Project -Based Housing Choice vouchers; and WHEREAS, the Developer has developed or assisted in the development of nearly sixty (60) projects amounting to 1,851 housing units for very low to moderate income families and persons with special needs, and owns directly or through affiliated entities 14 projects of 939 senior and family apartments; and WHEREAS, on July 13, 2023, the Board of Directors of the Hawaii Housing Finance and Development Corporation approved Low Income Housing Tax Credits, Hula Mae Multi -Family Bonds, Rental Housing Revolving Funds financing from the Hawaii Housing Finance and Development Corporation totaling $80,379,664.00 for the Na Hale Makoa project; and WHEREAS, the Developer anticipates beginning construction in the first quarter of 2024; and WHEREAS, the County Council has determined that there is a need for provision of affordable housing throughout Hawaii County; and WHEREAS, Chapter 2, Article 19, Section 2-120(a)(2), Hawaii County Code, as amended, provides that the County Council may direct the Finance Director to negotiate the disposition of real property by lease to affordable housing developers as such rentals and on such terms and conditions as deemed proper; and now, therefore BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII, that the Finance Director is hereby authorized to negotiate a multi-year lease for 68 years with Kamakoa Nui Limited Partnership,, for the leasehold development and operation of Na Hale Makoa as an affordable housing project. BE IT FINALLY RESOLVED, that the County Clerk shall forward a copy of this resolution to the Office of Housing and Community Development, the Department of Finance, and the Office of the Mayor. Dated at COUNTY COUNCIL County of Hawaii Hilo, Hawaii Hawaii, this day of INTRODUCED BY: 20 . COUNCIL MEMBER, COUNTY OF HAWAII I hereby certify that the foregoing RESOLUTION was by the vote indicated to the right hereof adopted by the COUNCIL of the County of Hawaii on ATTEST: COUNTY CLERK CHAIRPERSON & PRESIDING OFFICER ROLL CALL VOTE AYES I NOES I ABS I EX 1 EVANS GALIMBA INABA KAGIWADA KANEALI `I-KLEINFELDER KIERKIEWICZ KIMBALL LEE LOY VILLEGAS Reference: C-517AAAC RESOLUTION NO. 303 2 3 Resolution 329-91 COUNTY OF HAVIA%__. :. STATE OF HAWAII {. . RESOLUTION No. 320 911 WHEREAS, The County of Hawaii, through its Housing Agency's goals and objectives has established as one of its housing goals, to promote new, innovative and flexible housing developments to meet the changing needs of residents; and WHEREAS, the Mayor of the County of Hawaii is empowered to designate areas of land for experimental and demonstration housing projects to research and develop ideas to reduce,the cost of housing; and WHEREAS, on March 29, 1989, the Hawaii County Housing Agency adopted Resolution No. 54, authorizing the Mayor and the Housing Agency to proceed with the development of a demonstration affordable housing project to be developed by James K. Schuler and Associates, Inc.; and WHEREAS, the Office of Housing and Community Development has completed a preliminary feasibility analysis and has concluded that the proposed "Schuler Development" should be designated as the initial phase of the "300 Acre Waikoloa village Affordable Housing Project" a demonstration and experimental project; and. WHEREAS, the designation of approximately 52 acres of land, as the initial phase of the experimental and demonstration housing project is necessary for the timely and successful development of reasonably priced housing units; and WHEREAS, a public hearing on this matter has been conducted in compliance with the requirements of the Section 46-15, Hawaii Revised Statues (HRS); NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that the Mayor Is hereby authorized to designate the "Schuler Development- an the initial phase of the "300 Acre Waikoloa Village Affordable Housing Project" (See Exhibits A 6 B) for an experimental and demonstration housing project as provided by Section 46-15, HRS, upon the acceptance of the deed to the property for the initial phase by James R. Schuler and Associates, Inc. or the County of Hawaii; and BE IT FURTHER RESOLVED that the Mayor is authorized to designate the Housing Administrator of the County of Hawaii to serve as the designated county official to administer this Experimental and Demonstration Housing Project as provided by Section 46-15, HRS; and BE IT FURTHER RESOLVED that the County Clerk be directed to forward true copies of this Resolution to the James R. Schuler and Associates, Inc. and the Office of Housing and Community Development. Dated at Hilo, Hawaii, this 5th day of Jme , 1991. COUNTY COUNCIL County of Hawaii Hilo, Hawaii I hereby certify that the foregoing RESOLUTION was by the vote indicated to the right hereof adopted by the COUNCIL of the County of Hawaii on June 5, 1Y91 ATTEST: Ae1ZYCL HAKE DDIIINGG//OJ�FFICER ROLL CALL VOTE - c�stL•1a_Z71 s s s See attached to the Council Resolution as EXHIBIT A, a set of preliminary construction drawings showing street layouts, typical street cross sections, grading plans, drainage systems, lot layouts, house plans and specifications for the four proposed house models and a proposed layout for a Model Home/Sales Complex. EXHIBIT B The following is a preliminary list of items also being preempted by this action: 1. Lot Size, RS -10 Zone Chapter 25, Article 4, Section 25-119 - lot size Minimum 7,500 square foot lot size in place of 10,000 square foot minimum. Section 25-124 - minimum yards - setbacks Minimum 15' front and rear, 81 sides in place of 20' front and rear, 10' sides. Section 25-123 minimum building site average width Minimum of 60' in place of 70'. 2. Temporary Sales Office Chapter 25, Article 1, Division 7, Section 25-46 (e) waiving of Parking requirement. (g) Waiving of Final Subdivision approval requirement prior to establishment of temporary real estate office. 3. Construction of Homes Chapter 25, Article 1, Division 7, Section 25-39 (A) Waiving the requirement that subdivision construction drawings be submitted and approved and final plat map be submitted and reviewed prior to the issuance of building permits. 4. Subdivision Chapter 23, Division 4, Section 23-41 Minimum right-of-way width (a) Collector 60' right-of-way, 24' pavement and Minor 50' right-of-way, 20' pavement amended as per plan. (b) Collector 36' pavement and Minor 32' pavement amended as per plan. Chapter 23, Division 4, Section 23-48 (a) Cul-de-sacs not more than 600' in length nor serve more than 18 lots amended as per plan. RUSSELL S. KOKUBUN Chairman & Presiding Officer MERLE K. LAI Vice -Chairwoman June 28, 1991 COUNTY COUNCIL County of Hawaii Hawaii County Building 25 Aupuni Street Hilo, Hawaii 96720 James K. Schuler & Associates, Inc. 1001 Bishop Street, Suite 1060 Honolulu, HI 96813 Enclosed is a copy of Resolution No. 328-91 which was adopted by the Council of the County of Hawaii on June 5, 1991. Robert S. Shinji DEPUTY COUNTY CLERK Encl. jXME.'ti Y. ARAK-;&I BRIAN ). DE. TAKASHI DOMINCZ) HEI.ENE H. HALE RUISERI' H. MAKC:AKANE HARRY S. RU'DDLE SPENCER K. SC'I UMT ' JNTr•oF,,,,� Office of Housing and Community Development 50 Wailuku Drive • Hilo, Hawaii 96720 • (808) 961-8379 • Fax (808) 935-4725 Qf�V hMO�i*\ 71p'Q'�•Kp�Mi May 21, 1991 MEMORANDUM TO: Russell S. Kokubun, Chairman Hawaii County Council FROM: Harry S. Ruddle, Chairman Hawaii County Housing Agency Lorraine R Inouye Mayor Brian T. Nishimura Housing Administrator SUBJECT: Resolutions and an Appropriation Ordinance for the Hawaii County Council The Office of Housing and Community Development (OHCD) have submitted to the Hawaii County Housing Agency (HCHA) the following resolutions and appropriation ordinance: 1. Resolution authorizing the Mayor to designate the "Schuler Development" as the initial phase of the 11300 Acre Waikoloa village Affordable Housing Project" for an experimental and demonstration housing project as provided by Section 46-15, HRS. 2. Resolution authorizing the Mayor to enter into a Memorandum of Understanding with the Hawaii Housing Authority for the 1991 Emergency Shelter Grant Program funds. 3. Appropriation Ordinance for the Housing Preservation Grant Program. The HCHA have reviewed and approved the resolutions and appropriation ordinance at its meeting of May 21, 1991. Accordingly, I am requesting that the resolutions and appropriation ordinance be included on the Council agenda for action at its next meeting. HSR/ly Attach.- kes -3:Z F- *# 3a7 13, it Nei xc: Brian T. Nishimura q9 EQUAL HOUSING OPPORTUNITY Request for Proposal "Kamakoa Nui Workforce Rental Housing Development" REQUEST FOR PROPOSAL 4028 KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT OFFICE OF HOUSING AND COMMUNITY DEVELOPMENT, COUNTY OF HAWAII September 8, 2020 1 I RFP 4028 Kamakoa Nui Workforce Rental Housing Development 1.00 CONTENTS 1.01 CANCELLATION.....................................................................................................3 1.02 TENTATIVE RFP SCHEDULE AND SIGNIFICANT DATES....................................................3 1.03 PRE -CONTRACTUAL EXPENSES.................................................................................4 1.04 VERBAL AGREEMENT OR CONVERSATION..................................................................5 1.05 QUESTIONS AND ANSWERS PRIOR TO OPENING OF PROPOSALS.....................................5 1.06 GENERAL TERMS AND CONDITIONS..........................................................................5 1.07 DEVELOPMENT OPPORTUNITY — SCOPE OF WORK.......................................................6 1.08 RESPONSIBILITIES OF SELECTED DEVELOPER AND PROGRAM REQUIREMENTS ..............10 2.00 SUBMITALL INSTRUCTIONS...................................................................................................12 2.01 QUESTION AND SUBMISSION DEADLINES.................................................................12 2.02 AMBIGUITY, CONFLICT, DISCREPANCIES, OMISSIONS OR OTHER ERRORS IN THE REQUEST FORPROPOSAL: .............................................................................................................. 13 2.03 INTERPRETATION OF PROVISIONS: .......................................................................... 13 2.04 SUBMISSION OF PROPOSAL...................................................................................13 2.05 OBLIGATIONS OF THE COUNTY...............................................................................14 2.06 PROPOSAL FORMAT AND CONTENT........................................................................14 2.07 WITHDRAWL OR REJECTION OF PROPOSALS.............................................................18 3.00 EVALUATION AND AWARD...................................................................................................18 3.01 RESPONSIVE PROPOSALS......................................................................................18 3.02 HIGHEST -RANKED PROPOSALS AND PRIORITY LISTED OFFERORS..................................18 3.03 DISCUSSIONS WITH PRIORITY -LISTED OFFERORS........................................................19 3.04 AMENDMENTS TO THE RFP...................................................................................19 3.05 EVALUATION COMMITTEE.....................................................................................19 3.06 EVALUATION CRITERIA.........................................................................................20 3.07 AWARD..............................................................................................................22 4.00 SPECIAL PROVISIONS............................................................................................................23 5.00 APPENDICES.........................................................................................................................33 2 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development INTRODUCTION The County of Hawai'i is seeking proposals from qualified persons or firms who meet the qualifications described herein to enter into a real estate development agreement for the design, financing, construction and operation of an independent workforce housing rental project on County -owned land that will provide the majority of the units at affordable income levels of no more than 140 percent of area median income (AMI). It is the intent of the County to lease the Real Property for a term of 65 years. It is the County's requirement that the Real Property be used exclusively (a) to provide independent workforce rental housing to those that earn less than or equal to 140 percent of Hawaii County Area Median Income (AMI) for the duration of the Lease term, (b) to provide for a Recreation Center for residents and c) provide adequate residential parking. All such proposals shall be subject to this Request for Proposal, Specifications and Special Provisions, all of which are attached hereto and by reference made a part hereof. 1.01 CANCELLATION The RFP may be cancelled and any or all proposals rejected in whole or in part, without liability to the County, when it is determined to be in the best interest of the County. 1.02 TENTATIVE RFP SCHEDULE AND SIGNIFICANT DATES The schedule represents the County's best estimate of the schedule that will be followed. All times indicated are Hawaii Standard Time (HST). If a component of this schedule, such as "Proposal Due date/time" is delayed, the rest of the schedule will likely be shifted by the same number of days. Schedule and significant dates are subject to change at County's discretion. Any change to the RFP Schedule and Significant Dates shall be reflected in and issued in an addendum. The proposed schedule is as follows: Issuance of Request for Proposals September 8, 2020 Non -Mandatory Pre -Proposal Conference: September 14, 2020 9:00 AM 3 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development Deadline for Questions, Written Requests for Clarification, Interpretations and Exceptions October 2, 2020 Deadline for Submission of Notice of Intent to Propose: October 9, 2020 4:30 PM Deadline for Proposals October 30, 2020 4:30 PM The County will hold a Non -Mandatory Webex Pre -Proposal conference on Monday September 14, 2020 for prospective Proposers. The County will provide an overview of the Project and the Proposal process and respond as needed to questions from meeting attendees. Offerors are informed that responses to the oral questions will not be binding. If an Offeror wishes to receive a formal answer to oral questions raised at the Non -Mandatory Pre -Proposal Conference, the Offeror shall submit such questions to Public Purchase by the Deadline for Written Requests for Clarifications, Interpretations and Exceptions. You may join the Webex pre -proposal conference by utilizing the following link: https://countvofhawaiidit.my.webex.com/meet/ohcdadmin To join by phone, please call 1 (408) 418-9388 (United States Toll). The access code is 627 820 258. The link will work on phones or computers. The Webex app must be downloaded to join with video and view any presented items. No camera or mic is needed; however, this may limit viewer/listener participation. Users will not be able to join early and may be held in a virtual waiting room until the host approves the entry. 1.03 PRE -CONTRACTUAL EXPENSES The County of Hawaii will not be liable for any pre -contractual expenses incurred by the Proposer, or selected Proposer. Pre -contractual expenses are defined as expenses incurred by Proposers and selected Proposer in: • Preparing proposal in response to this RFP • Submitting Proposal to County of Hawaii 4 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development • Negotiations with County of Hawaii on any matter related to proposal • Other expenses incurred by Proposer or Proposers prior to date of award for any agreement. Proposer will not include any such expense as part of the price proposed in response to this RFP. County of Hawaii will be held harmless and free from any and all liability claims, or expenses whatsoever incurred by or on behalf of any person or organization responding to this RFP. 1.04 VERBAL AGREEMENT OR CONVERSATION No prior, current, or post award verbal agreement(s) with any officer, agent or employee of County of Hawaii will affect or modify any terms or obligations of this RFP or any contract resulting from this procurement. 1.05 QUESTIONS AND ANSWERS PRIOR TO OPENING OF PROPOSALS All questions shall be submitted through www.publicpurchase.com by the due date specified in Section 1.02, RFP Schedule and Significant Dates, as amended. The County will respond to and post responses to questions through www.publicpurchase.com by the date specified in Section 1.02, RFP Schedule and Significant Dates, as amended. 1.06 GENERAL TERMS AND CONDITIONS The "General Terms and Conditions for Goods and Services" including exhibits of appropriate Contract and bond documents, dated July 1, 1994, shall be a part of any Contract entered in to as a result of this proposal. All proposers are responsible for being familiar with these general terms and conditions, a copy of which is on file at the Purchasing Division and will be made available to any interested person upon request at no charge. Where any conflict might appear, the Special Provision shall have the precedence over the General Terms and Conditions and the Specifications of this proposal shall have a precedence over either. 5 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development 1.07 DEVELOPMENT OPPORTUNITY —SCOPE OF WORK The County of Hawai'i is seeking proposals from qualified firms or partnerships to enter into a real estate development agreement for the design, financing, construction and operation of an independent workforce housing rental project on County -owned land in the Kamakoa Nui Workforce Housing subdivision in Waikoloa. Between 100 and 120 units will be built in a townhome style including studios, one -bedroom, two-bedroom and three-bedroom units. The entire project shall be classified as workforce housing, which will qualify those who make as much as 140 percent of the area median income (AMI) to rent there. While the 2020 AMI is $75,200, it is adjusted by family size; for example, a family of five may earn as much as $126,000 and qualify for these homes. Renters must also work within 45 miles of Waikoloa to be eligible. This apartment complex is the next phase of the Kamakoa Nui project, which is projected to provide as many as 2,000 rental and for -sale units in this normally job -rich area of South Kohala during the next 20 to 30 years. Kamakoa Nui is one of the County of Hawaii's responses to the desperate need for affordable housing on the Island of Hawaii. It is the intent of the County of Hawai'i to offer a 65 -year lease on this property, which must be used exclusively to provide independent workforce rental housing, recreation center for residents and adequate residential parking. All such proposals shall be subject to this Request for Proposal, Specifications and Special Provisions, all of which are contained in this RFP. Because land costs are not a significant part of the costs of this property, and because utilities are available at the property line, it is expected that revenue may be generated from the project. It is the intent of the county to return any profits back into the project for future increments. The County of Hawaii welcomes innovation, creativity and imagination as we continue to build a strong workforce community in one of the fastest growing regions of the State of Hawaii. A. Proposed Project The Project involves the development of vacant County- owned property into an independent workforce rental housing community that includes a recreation area and other residential amenities. The Development shall include a minimum of 100 and a maximum of 120 rental housing units. The development shall also include incidental uses, such as management office, and recreation center. The rental units shall be priced for workforce income limits, 6 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development which shall not exceed the 140 percent AMI, with unit types that may range from studios to one, two and three-bedroom units. The units shall meet the definition of workforce housing for no less than 65 years. Exhibit 1: RENT GUIDELINES FOR -RENT GUIDELINES (Effective 08/26/2020) Affordable rents are based on 30% of gross monthly income, including utilities (water, sanitary sewage service, electricity and/or gas). Please refer to form HUD -52667 (Allowances for Tenant -Furnished Utilities and Other Services) for utilities for either single- and/or multi -family ur Bedroom .. One Two Three Four Credits 30% $ 438 $ 469 $ 562 $ 6491$ 725 2 50% $ 730 $ 781 $ 937 $ 1,083 $ 1,208 2 60% $ 876 $ 938 $ 1,125 $ 1,299 $ 1,450 11/2 % of Median Income 80% $ 1,168 $ 1,251 $ 1,500 $ 1,733 $ 1,934 1 112 100% $ 1,460 $ 1,563 $ 1,875 $ 2,166 $ 2,417 1 120% 1 $ 1,752 1 $ 1,876 1 $ 2,2501 $ 2,600 $ 2,901 1/2 140% 1 $ 2,044 1 $ 2,1891 $ 2,625 1 $ 3,0321 $ 3,384 1/2 A suggested conceptual site plan, floor plans and exterior elevations have been prepared in advance to reflect the County's collective vision for the site. As envisioned, the Proposal would result in the construction of workforce rental housing units with parking at a 2:1 ratio for all residents except studios as well as visitor parking surrounded by landscaping, walkways and an area for passive recreation. The Proposer has the flexibility and is encouraged to propose an alternative to the conceptual design provided herein, provided project objectives are addressed. These include but are not limited to open space; washers -dryers in units; accessibility; hardening to wind and dust issues; security; privacy to the extent possible; storage to the extent possible; noise abatement; and a lanai. The Project shall be landscaped and include such features as an outdoor recreation area and playground area to children of various ages available to residents of the rental housing project, shade trees and structures, seating areas, and well -lit walkways. Plant species compatible with the area should be included in the plans. B. Site The County -owned Property consists of 449,719 square feet (10.324 acres) of land in Waikoloa Village, Hawai'i, identified as Tax Map Key (3) 6-8-042:022. The property is bound by Paniolo Ave on the east, Iwikuamoo Drive on the west, Kamakoa Drive on the Mauka direction and residential homes on the Makai direction. 7 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development General Location: Address: Land Area: Tax Map Key: Landowner: Current Use: Surrounding Uses Topography: Waikoloa Village, Hawaii 96738 449,713 square feet (10.324 acres) (3) 6-8-042:022 County of Hawai'i Undeveloped, shovel ready Fee -simple Workforce Housing Flat areas with downward sloping C. Existing Land Use and Zoning The property is currently vacant and is zoned RS -10 but would mimic RM -4 or RM -5 based on exemption via council resolution. Land Use Information: State Land Use: Urban District Zoning: Flood Zone: Height Limit: Special District SMA: D. Infrastructure RS -10 (to mimic RM -4 or RM -5) in Zone X, outside 500 -year Flood plain 45 feet N/A Not in Special Management Area The following information is provided by the County however, due diligence must be completed by the Proposer prior to submittal. The County is not liable for any information provided. Water and Wastewater There are 12" water and 12" wastewater lines along Kamakoa Drive. The two 12" service lines branches perpendicular to Kamakoa Drive to a 12" water line and an 8" wastewater along the length of Iwikaumo'o at the perpendicular intersection of these two streets, The 12" and 8" lines continue along length of Iwikuamo'o Drive past the project site and continues beyond the single-family residential subdivision. Drainage System - Catchment Basins There are no below grade drain lines for the Kamakoa Phase I Subdivision. The drainage system is a series of individual, stand-alone catch basins placed adjacent street curb throughout the subdivision streets. An 8' diameter drywell is placed under each catch 8 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development basin. Water is collected in the drywells and percolates into the ground. The subsurface soil condition is lava rock and is prevalent in the Kona Region of Hawaii County. There are three catch basins shown on the subdivision drawings at the intersection future Road B with Kamakoa and Iwikuamo'o Drives. One located at Kamakoa and two on Iwikuano Drives. Road B, however, was not constructed. Fire Hydrants There are 6 fire hydrants adjacent to the project site. Two hydrants are located along Kamakoa, three hydrants along Iwikuamo'o and one hydrant at the corner of Kamakoa and Iwikuamo'o Drives. The hydrants are connected to a 6" water laterals with tee connections to the 12" water lines located along the two Drives. Electric Power and Cable TV/Internet Electric and Cable TV /Internet should be able to provide service to the project site. Existing pull boxes for electric power and Cable TV/Internet are located along the sidewalks along Kamakoa and Iwikuamo'o Drives. NPDES (National Pollutant Discharge Elimination System) A NPDES permit will be required for grading an area of the site over 1 acre. Grading and site drainage and shall comply with Hawaii County NPDES permit requirements. Land Lease The County will provide a 65 -year lease for the property. Proposed lease rate to be submitted by the Proposer. Site Objectives The Project should embody good urban and architectural design principals and include the following desired objectives: a) Building height, massing, orientation, and setback should minimize impact to the surrounding area. b) New structures should be 2 -story and no more than 40 feet in height. C) Passive recreational opportunities such as walking paths, picnic areas, playground areas for children of various ages. 9 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development d) Recreation Center and manager's office space, mail pick-up and maintenance facility and equipment storage. e) The entire project should have a unified appearance. f) The design of the proposed project should complement and be in keeping in architectural character, appearance, and scale with the surrounding neighborhood. g) The design of the proposed project should be compatible with the surrounding topography. ATTACHMENT A includes conceptual site plans, building floor plan and exterior elevations, photos of the site and geographical location maps. These documents were prepared for the County to provide a project vision, however, the Proposer is encouraged to propose a creative alternative to the conceptual design provided herein, provided the project objectives are achieved. 1.08 RESPONSIBILITIES OF SELECTED DEVELOPER AND PROGRAM REQUIREMENTS The Selected Developer will be responsible for all aspects of the project, including, but not limited to, the following: a) Lease the Real Property from the County for a term of 65 years. b) "As Is, Where Is." The Selected Developer shall accept the Property in an "AS IS, WHERE IS" condition, without any express or implied warranties or representations. C) Land Use Restrictive Covenants. The Selected Developer shall be responsible for execution and recordation of the affordability requirement of the Project as land use restrictions on the Ground Lease for a minimum term of 65 years. d) Obtain a change in zoning to the appropriate zoning or apply for Chapter 201H, HRS, related to exemptions for workforce housing. e) Participate in meetings and presentations to tenants of the Real Property, the County Council, community organizations, and other organizations as required by the County. f) Compliance with Chapter 343, HRS and, if applicable, CFR 24 Part 58 Environmental Review. The Selected Developer shall conduct and secure all environmental reviews, clearances, approvals, exemptions and exclusions (collectively, "Environmental 10 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development Approvals") necessary to move forward with the development of the Real Property, and pay all costs in connection with such Environmental Approvals. To the extent that the County is required to take action to secure such Environmental Approvals, the Selected Developer shall fully cooperate with the County, shall provide any and all necessary information, joinders and consents, and shall reimburse the County for any costs it may incur in securing the Environmental Approvals. g) Potable Water. The county has obtained "will serve" letters from the private Hawai'i Water Service and Hawai'i Sewer Service. Utilities are available at the property line. h) Formerly Used Defense Site (FUDS) The County has obtained a Letter of No Further Action from the U.S. Army Corps of Engineers. However, developer should use caution when moving forward with construction. i) Sewage Capacity. The county has obtained "will serve" letters from the private Hawai'i Water Service and Hawai'i Sewer Service. Utilities are available at the property line. j) Maintenance of Site. The Selected Developer shall be responsible for maintenance of the Project site as well as the area from the Project boundary to the adjacent street curb, subject to the terms of the Development Agreement. k) Minimum Prevailing Wages. The Selected Developer shall comply with Chapter 104, HRS, for the payment of minimum prevailing wages to mechanics and laborers employed on the Project for the corresponding work classifications as determined by the Department of Labor and Industrial Relations. 1) Disability and Communications Access Board. The Project shall be accessible to and usable by persons with disabilities in compliance with Section 103-50, HRS, and the Selected Developer shall submit written evidence to County that the Project plans have received final document review by the Disability and Communication Access Board, prior to start of construction. This requirement is in addition to any other applicable requirement for accessibility such as the Fair Housing Amendments Act of 1988 (Pub. L. 100-430, approved Sept. 13, 1988) and the Fair Housing Accessibility Guidelines (24 CFR Chapter 1). m) Comply with all Federal and State requirements relating to fair housing, equal opportunity, and affirmative marketing, as applicable. n) Comply with all other applicable County, State and federal laws, statutes, ordinances, rules and regulations. 111 RFP 4028 Kamakoa Nui Workforce Rental Housing Development o) Secure all interim and permanent financing necessary to undertake the proposed project. P) Plan, design, and construct the Project in conformance with all local, State, and federal rules, statutes and ordinances and in a manner substantially consistent with the Selected Developer's approved Proposal and in conformance with the Development Agreement executed by the Selected Developer and the County. q) Provide an estimated construction budget supported by an independent construction cost estimator along with proposed sources of financing. In addition, the developer shall provide all necessary real estate services including, but not limited to, rental agents and property management services. r) Risk during the term of Developer Agreement. The Selected Developer shall assume sole and complete risk and liability for the development of the Project during the term stated in the Developer Agreement, and shall defend, indemnify, and hold harmless the County, their employees, officers, agents, representatives, successors and assigns against any loss, cost, action, claim, damage or injury arising out of any activity. t) The selected developer shall ensure compliance with requirements of the Americans with Disabilities Act of 1990 as well as any other applicable laws and associated regulations during the planning, construction, and operation of the project. 2.00 SUBMITALL INSTRUCTIONS 2.01 QUESTION AND SUBMISSION DEADLINES See section 1.02 RFP Schedule and Significant Dates for a complete listing of dates. Below are the significant deadlines for proposal questions and submissions: • October 2, 2020: Last day to submit written questions or requests for clarification via Public Purchase. All answers (if any necessary) will be posted on Public Purchase to all interested parties as soon as possible thereafter. • October 30, 2020 at 4:30 P.M.: Deadline for receipt of proposals. 12 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development 2.02 AMBIGUITY, CONFLICT, DISCREPANCIES, OMISSIONS OR OTHER ERRORS IN THE REQUEST FOR Any interested party who discovers any ambiguity, conflict, discrepancy, omission or other error in the Request for Proposal shall submit a written question and/or comment on www.publicpurchase.com on or before October 2, 2020. If necessary, modifications or clarification will be made by issuing an addendum, as soon as possible thereafter, and will be given by written notice to all parties who have been furnished the REQUEST FOR PROPOSAL, without divulging the source of the request. If any applicant fails to notify the County prior to the date and time fixed for submission of proposals of an error in the REQUEST FOR PROPOSAL known to him, he shall submit the proposal at his own risk; and if he is selected by the County, he shall not be entitled to additional compensation or time by reason of the error or its later correction. The County may also modify the REQUEST FOR PROPOSAL prior to the date and time fixed for submission of proposals by issuance of an addendum to all parties who have received the REQUEST FOR PROPOSAL, or may issue addenda after negotiations have begun with all Proposers whose proposals remain under consideration. All addenda will be numbered consecutively beginning with the number 'T'. It shall be the responsibility of the Proposer to assure all addenda have been received at all times prior to the opening date and time. 2.03 INTERPRETATION OF PROVISIONS: Notwithstanding any other provisions, if there is any doubt as to the interpretation of any of the provisions herein, the Proposer shall submit an inquiry IN WRITING on www.publicpurchase.com as in Section 2.02 above. An addendum will be issued as indicated above. Any question regarding the interpretation of any provision after proposals have been opened and/or a Contract awarded will be subject to a ruling of the Director of Finance, County of Hawaii, whose decision will be final. In addition, the parties hereto agree that the Director shall have the sole power to decide and resolve matters which may arise in the future and which are not covered in this proposal. 2.04 SUBMISSION OF PROPOSAL 13 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development The proposal should be submitted as follows: • Offeror shall upload their signed proposal through www.publicpurchase.com for the County of Hawaii. The proposal shall be in PDF format presented in the final order as described in Section 2.06. • All costs for developing proposals are entirely the responsibility of the Offeror and shall not be charged to the County. • The proposal, along with any required submittals and transmittal letter shall be submitted NO LATER THAN 4:30 P.M. HST, October 30, 2020, through www.publicpurchase.com for the County of Hawai'i, with all correspondence addressed to: Purchasing Division Department of Finance County of Hawai'i 25 Aupuni Street, Suite 1101 Hilo, Hawai'i 96720 PROPOSERS ARE ALSO REQUIRED TO PROVIDE SIX (6) HARD COPIES OF THE PROPOSAL IN ITS ENTIRETY TO THE ADDRESS LISTED ABOVE. THESE COPIES MUST BE DELIVERED PRIOR TO THE SUBMITTAL DEADLINE. The Proposer shall be solely responsible for the timely arrival of its proposal. Proposals will not be publicly opened, nor will the names of individuals or firms who have submitted proposals be made public until such time as an award is made or all proposals rejected. After award, all proposals shall be public information. If the proposer deems any information within the proposal to be proprietary or not appropriate for public perusal, proposer shall provide a separate redacted PDF FILE with the word "redacted" included in the file name. 2.05 OBLIGATIONS OF THE COUNTY All proposals must include resources expected to be provided by the County as well as various levels of support, coordination, etc., the proposer expects the County to provide. 2.06 PROPOSAL FORMAT AND CONTENT 14 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development FORMAT Offers should be typed and not include any unnecessarily elaborate or promotional material. Lengthy narrative is discouraged, and presentations should be brief and concise. A table of contents should be included listing the section titles and all major subsections with a starting page number of the section or subsections. Proposal submittals should be organized as demonstrated below with the same numbering format: 1. Letter of Transmittal The Letter of Transmittal shall be included in the technical proposal submittal and addressed to , title , and must at minimum, contain the following: a) Identification of Proposer, including name, address, email address. Facsimile and telephone numbers. b) Proposed working relationship between Proposer and subProposers who supply or provide services that are 10% or greater of the total component cost. Provide subProposers name, address, and telephone numbers. c) Acknowledgement of receipt of all RFP addenda, if any. Name, title, address, telephone number, and email address of contact person during period of proposal evaluation. d) A statement to the effect that the proposal shall remain valid for a period of no less than 180 days from the date of submittal. e) Name and signature of a person authorized to bind Proposer to the terms of the proposal and to negotiate contract price/terms on Proposer's behalf. 2. Technical Proposal A. QUALIFICATIONS RELATED EXPERIENCE, AND REFERENCES OF PROPOSER This section of the proposal should establish the ability of the Proposer to satisfactorily perform the required work by reasons of: experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm; staffing capability; workload; record on similar projects; and supportive client references. Particular attention should be given to Scope of Work to ensure the Proposer's ability to fulfill all requirements is demonstrated in its submittal. Proposer shall include: • A brief profile of the firm, including the types of services offered; the year founded; form of the organization (corporation, partnership, sole proprietorship); number, size and location of offices; and number of employees. 15 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development A general description of the firm's financial condition and identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger, and potential labor disputes) that may impede Proposer's ability to complete the Scope of Work. Audited financial statements, such as a Dun & Bradstreet report or a one-page summary from a CPA shall be submitted. This statement should clearly identify the financial status and condition of the Proposer's immediate business entity, as well as that of the overall Company structure, if applicable; the date of this statement should cover a period of at least one (1) year and should be dated no more than twelve (12) months prior to the date of the proposal submission. Further, the firm shall register and be compliant in the Federal SAM (System for Award Management) system for award management and provide a copy of their compliance with their submittal. A description of the firm's experience in performing work of a similar nature, understanding of the market and ability to provide the service requested in this RFP. Describe the proposed development team's experience successfully financing, developing, completing, and managing other projects of similar scale and complexity, including the roles and responsibilities of each proposed development team member for those projects Proposer shall include a minimum of three (3) project examples that were completed by the Proposer of similar scope for review. Proposers shall include contact information for each project listed. B. PROJECT STAFFING AND PROJECT ORGANIZATION This section of the proposal should establish the method which will be used by the Proposer to manage the project as well as identify key personnel assigned. Proposer should also identify staff positions that are anticipated to be hired if this contract is awarded. Proposer should ensure that staff assignments for the service area is clearly delineated in accordance as specified in Scope of Work and described as requested in the evaluation criteria. Proposer shall include: A project organization chart clearly indicating all communication/reporting relationships among the project staff, subProposers, and suppliers and assigned work tasks. • Provide name(s) and resumes of the proposed key personnel. 16 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development C. CONCEPT TO ACTIVATE THE SITE: SCOPE OF WORK In this section, each proposer shall provide: a. A narrative description of the proposed development that includes an explanation of how the proposed development addresses objectives of this development opportunity and details for the operation and management of the proposed development after completion of construction. Consideration of the overall number of rental units, square footage, configuration of the various units, and breakdown of the number of rental housing units at various Hawaii County 2020 AMI levels, up to 140 percent AMI, for the entire duration of the lease period. b. Conceptual building elevations and a conceptual site plan, including any phasing. C. Circulation plan(s) showing transit, vehicular, bicycle, and pedestrian access and circulation within and around the Site, including adjacent streets. Documentation of the proposed development's feasibility, including: • Research/market demand data supporting the proposed development. This should include market justification for unit breakdown demand. A project budget clearly detailing and defining the proposed development's costs, including construction costs, soft costs, contingencies, and assumptions. An operating pro forma for the proposed development, including all revenues, expenses, debt service, taxes, and other assessments for 10 years, and assumptions. g. A comprehensive timeline with major milestones and all stages of the proposed development including site control, planning and design, entitlements, plan review, permits, construction, and occupancy. This timeline should detail any phasing for the proposed development and reasonable assumptions. h. Proposals will explain how their project, site plan attributes and architectural design features will contribute to the overall community. This includes accessibility, function, security, and overall amenities for the residents of the project. D. EXCEPTIONS/DEVIATIONS State any exceptions to or deviations from the requirements of this RFP. Each exception must reference the particular location in the Scope of Work. If your firm has no clarification, exceptions or deviations, a statement to that effect shall be included in the proposal. 17 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development 3.Cost Proposal The Proposer shall submit an annual cash lease payment schedule (to the County) for the full term of the proposed lease. 4.Appendices Information considered by Proposer to be pertinent to this project and which has not been specifically solicited in any of the aforementioned sections may be placed into a separate appendix section. However, proposers are cautioned that this does not constitute an invitation to submit large amounts of extraneous materials; appendices should be relevant and brief. 2.07 WITHDRAWL OR REJECTION OF PROPOSALS The Proposer may withdraw their proposal by submitting a written request to the Director of Finance any time prior to proposal deadline. The Director of Finance reserves the right to accept or reject any or all proposals and to waive any defects in said REQUEST FOR PROPOSALS if deemed to be in the best interest of the County, subject to HRS Chapter § 103D and its implementing administrative rules. 3.00 EVALUATION AND AWARD 3.01 RESPONSIVE PROPOSALS Only those proposals that substantially meet all of the terms, conditions and requirements specified in this RFP, shall be considered responsive. 3.02 HIGHEST -RANKED PROPOSALS AND PRIORITY LISTED OFFERORS If numerous acceptable and potentially acceptable offers have been submitted, the evaluation committee may rank the proposals and create a priority list of the highest -ranked proposals that substantially meet the requirements of the RFP. A minimum average score of 70 points is required to be placed on the priority list. 18 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development 3.03 DISCUSSIONS WITH PRIORITY -LISTED OFFERORS Entirely at the County's option, the evaluation committee may enter into oral or written discussions with any priority listed offerors concerning clarification of the technical and/or cost aspects of the proposal as to the exact scope of services and the nature of what is required for the project with the priority listed offeror. The evaluation committee may request to visit any physical locations included in the proposal prior to start of discussions. Based on these discussions, the RFP may be amended, including but not limited to the proposal requirements and/or the proposal evaluation criteria. Priority listed offerors shall be accorded fair and equal treatment regarding any opportunity for discussions and revisions of proposals. Discussions may be conducted with priority -listed offerors pursuant to section 3-122-53, HAR, but proposals may also be accepted without discussions. 3.04 AMENDMENTS TO THE RFP After receipt of proposals, the RFP may be amended by addendum to incorporate any such clarification or change. Such addenda shall be distributed only to priority -listed Proposers who shall be permitted to revise their submitted proposal. The priority -listed Proposers shall submit a best and final offer to the County at a time and place determined by the County. The evaluation committee will then rate the best and final offers based on either the original proposal evaluation criteria or as may have been modified by the County after clarification of the nature and scope of services of the project and issuance of an addendum changing any evaluation criteria prior to the deadline for best and final offers. The evaluation process shall be subject to HAR § 3-122-52 through 3-122-57. 3.05 EVALUATION COMMITTEE Evaluation will be conducted by an evaluation committee that consists of persons selected in writing by the County's Chief Procurement Officer. Evaluators will be asked to participate in this process based on their individual expertise, familiarity with lobbying services or who are otherwise found by the Chief Procurement Officer to have sufficient qualifications or knowledge. The evaluation committee shall review the proposals and submit a recommendation to the Director. Furthermore, as a result of RFP changes and/or necessary proposal clarifications, a Best and Final Offer Request may be issued after the proposals are submitted but before contract award. During the evaluation period, the County reserves the 19 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development right to interview some or all the proposing firms and the right to conduct site inspections of some or all of the Proposer's facilities. All proposals shall be reviewed to ensure compliance with these specifications. Any proposal without sufficient information or documentation may be deemed non-responsive and may not be considered. It is understood and agreed that the Chief Procurement Officer reserves the right to accept or reject any proposal and waive all defects and informalities as may be deemed best for the interest of the County of Hawai'i. 3.06 EVALUATION CRITERIA The total amount of points available for award is 100 points. Each proposal will be evaluated on the following criteria: Qualifications and Experience of the Proposer: 30 Points a. Provide sufficient documentation to demonstrate the proposer meets the minimum qualifications. b. Clearly identify the key individuals and companies comprising the proposed development team and each proposed development team member's roles and responsibilities for the proposed development. c. Describe the proposed development team's experience successfully financing, developing, completing, and managing other projects of similar scale and complexity, including the roles and responsibilities of each proposed development team member for those projects. Proposers shall include contact information for at least one reference for each project listed. The Proposer must demonstrate previous experience relating to workforce housing development. d. Provide clear and compelling information to demonstrate the proposer's financial capacity to successfully develop and complete the proposed development, including: • A clear strategy to fund all proposed development costs, including specific details on all funding sources as well as the types and amounts of equity, financing, grants, and other funding sources for the proposed development. • Documentation from potential lenders of interest. • Documentation of other projects for which the proposer has successfully worked with the proposed equity/financing/granting entities. 20 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development Concept to Activate the Site: 40 Points In this section, each proposer shall provide: a. A narrative description of the proposed development that includes an explanation of how the proposed development addresses objectives of this development opportunity and details for the operation and management of the proposed development after completion of construction. This should include consideration of the overall number of rental units, square footage, configuration of the various units, and breakdown of the number of rental housing units at various Hawaii County 2020 AMI levels, up to 140 percent AMI, for the entire duration of the lease period. b. Conceptual building elevations and a conceptual site plan, including any phasing. c. Circulation plan(s) showing transit, vehicular, bicycle, and pedestrian access and circulation within and around the Site, including adjacent streets. d. Documentation of the proposed development's feasibility, including: • Research/market demand data supporting the proposed development. e. A project budget clearly detailing and defining the proposed development's costs, including construction costs, soft costs, contingencies, and assumptions. f. An operating pro forma for the proposed development, including all revenues, expenses, debt service, taxes, and other assessments for 10 years, and assumptions. g. A comprehensive timeline with major milestones and all stages of the proposed development including site control, planning and design, entitlements, plan review, permits, construction, and occupancy. This timeline should detail any phasing for the proposed development and reasonable assumptions. h. Proposals will explain how their project, site plan attributes and architectural design features will contribute to the overall community. This includes accessibility, function, security, and overall amenities for the residents of the project. Return to the County: 20 Points In this section, each proposer shall provide: a. An annual cash lease payment schedule for the full term of the proposed lease. b. A description of the economic, fiscal, employment, and other tangible public benefits to be generated by the proposed development. 211 RFP 4028 Kamakoa Nui Workforce Rental Housing Development Ability to Meet Time and Budget Requirements: 10 Points Expectations and commitments to initiate and complete the Project in a timely manner, including the Offeror's suggested guaranties or penalties (i.e., liquidated damages). Offeror's description of schedule risks, critical path issues and track record of meeting deadlines set by financing awards for affordable/workforce housing projects. 3.07 AWARD It is anticipated that only one firm or individual will be selected to provide the needed services. Award of a contract, if any, shall be made to the Proposer with the highest evaluation score (maximum of 100 points), based on the initial offer, or, if requested, submissions of the best and final offers from the priority -listed proposers. In making the award, if any, the County will consider the recommendation of the evaluation committee and availability of funds. The County further reserves the right to use any ideas presented in any proposal or as a result of any negotiation, unless marked "PROPRIETARY," whether from a successful or rejected proposal. The County shall be the sole judge in the selection of the Proposer whose proposal will best accomplish the needs of the County and in accordance with the availability of funds. 22 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development 4.00 SPECIAL PROVISIONS 1. PROPOSAL RECEIPT: All proposals shall be made through the Public Purchase website and the signature page shall be signed by the Proposer with his business address and telephone number. All pages of the proposal, specifications and these special provisions, including any referenced exhibits should be submitted with the proposal. 2. PROPOSAL WITHDRAWAL: No Proposer may withdraw his proposal after the hour set for opening thereof or before award of the contract unless said award is delayed for a period exceeding 30 days. 3. PROPOSAL ACCEPTANCE/REJECTION: The County reserves the right to reject any and all proposals and to accept the proposals in whole or in part as best suited in the interest of the County, giving due consideration to price, quality of product and proven dependability and ability of each Proposer with respect to ability to serve the County subject to HRS Chapter 103D and its implementing administrative rules. 4. CODE OF ETHICS. If you are an officer or employee of the County of Hawai'i, or a business in which an officer or employee or officer or employee's immediate family has a controlling interest, the provisions of Hawai'i County Code §2-83(c) must be complied with before a contract for goods or services may be entered into with any County agency. 5. INSURANCE The Proposer shall provide insurance coverage naming the County as additional insured, for the duration of the agreement, in the following coverages and amounts: A) Commercial General Liability Insurance - The Contractor shall secure a Commercial General Liability Insurance policy in an amount not less than $1,000,000 Each Occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury Such insurance shall be procured to cover all claims arising out of operations, premises, products and completed operations of the Contractor. The County of Hawaii shall be named as an additional insured and a certificate of insurance shall be provided. B) Automobile Liability Insurance - The Contractor shall secure a comprehensive automobile liability insurance policy with limits of not less than $1,000,000 for bodily injury and property damage, in combined or equivalent split limits, for each single accident. 23 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development Insurance shall cover liability arising out of CONTRACTOR'S use of autos pursuant to this Contract, including owned, leased, hired, and/or non -owned autos, as each may be applicable. The County of Hawaii shall be named as an additional insured and a certificate of insurance shall be provided. C) Workers Compensation and Employers' Liability Insurance — The Contractor shall, in accordance with Hawai'i Workers' Compensation Law, HRS 386, "Employers Liability," shall secure required workers compensation and employers' liability insurance with minimum limits of: Workers' Compensation: Statutory Limits Employers' Liability: Each Accident: $1,000,000 Employers' Liability: Disease - Each Employee: $1,000,000 Employers' Liability: Disease — Policy Limit $1,000,000 A certificate of insurance shall be provided. D) Professional Liability Insurance — The Contractor shall secure a Professional Liability Insurance policy in an amount of at least: $1,000,000 Each Claim $2,000,000 Aggregate E) Umbrella or Excess Liability Insurance —The Contractor shall have an Umbrella or Excess Liability Insurance policy with minimum limits of: $10,000,000 Each Claim $10,000,000 Aggregate F) Builder's Risk — The Contractor shall have a Builder's Risk policy. Limits shall be determined in the development agreement. 6. DEVIATIONS: The Director of Finance reserves the right to waive and/or accept any minor deviations from the specifications, if in his opinion, such waiver will be in the best interest of the County and that such waiver shall not materially affect the standards of performance, operations, capacities or quality of the services offered. 7. PROTESTS AND FORUM SELECTION: Any protest regarding procurement law or procedure shall strictly follow the procedure described in Chapter 126, Hawai'i Administrative Rules, Department of Accounting and General Services, Subtitle 11, Procurement Policy Board. All protests must be filed in writing to Finance Director, County of Hawai'i. It shall be the responsibility of any protester to review all public documents relating to this IFB or RFP and his or any other vendor's contract award within five (5) working days of the date the information or action, which is the 24 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development basis of the protest, became available for public inspection and file all protests within that period. Any protest regarding the content of this solicitation must be properly filed prior to the date set for the receipt of offers. While the County may make efforts to notify all participants of awards, failure to receive such notification shall not relieve any aggrieved bidder of their responsibility of reviewing public records on a timely basis, and filing their protest within five (5) days of the date a "Notice of Award" is posted. A non -selected Proposer may request a debriefing to review the County's basis of award by filing a written request for debriefing to Finance Director, County of Hawai'i within three (3) working days of the posting of the Notice of Award. A debriefing will be scheduled as expeditiously as possible and the non -selected Proposer shall have an additional period of five (5) working days following the debriefing in which to file a protest as outlined above. No other action or proceeding involving this contract shall be commenced by either party except in the Circuit or District Courts of the Third Court, County of Hawai'i, and State of Hawai'i; nor shall any action commenced in such court be removed or transferred to any other State or Federal Court. 8. INDEPENDENT PROPOSER: The Proposer shall perform the contract as an independent Proposer and shall indemnify and save the County and its officers and employees harmless from any and all deaths, injuries, losses and damages, suits, action and liability therefore, caused by error, omissions or negligence in the performance of the contract by the Proposer or his subProposers, agents and/or employees, until such time as action against the Proposer for death, injuries, losses and damages is barred by the provisions of Chapter 657, HRS, as amended, relating to limitations of actions. 9. LAWS AND REGULATIONS: The Proposer shall keep himself fully informed of all laws, ordinances, codes, rules and regulations, governmental general and development plans, setback limitations, rights-of-way, and all changes thereto, which in any manner affect the contract and the performance thereof, including but not limited to: (a) All Sections of the Hawai'i County Charter and Hawai'i County Code. (b) Chapters 103 and 103D, HRS, as amended, relating to expenditure of public money and procurement. (C) Chapter 321, HRS, as amended, relating to the Health Department. (d) Chapter 376, HRS, as amended, relating to industrial safety. (e) Chapter 378, HRS, as amended, relating to fair employment practices. 25 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development (f) Chapter 386, HRS, as amended, relating to worker's compensation. The Proposer shall comply with all such present laws, ordinances, codes, rules and regulations, including the giving of all notices necessary and incident to the proper and lawful prosecution of the work, and all changes thereto. If any discrepancy or inconsistency is discovered between the contract and any such law, ordinance, code, rule or regulation, or other standard, the Proposer shall forthwith report the same in writing to the Director of Finance. 10. TIME OF PERFORMANCE OF CONTRACT: Time is of the essence. Performance of the services under the contract shall be commenced on the commencement date designated in the notice to proceed and the services as required shall be completed within the number of calendar days specified. 11. LIQUIDATED DAMAGES: It is mutually agreed by the parties to this Contract that in case of the failure of the Proposer to perform services as required by the Contract in a timely manner as specified and agreed upon, the County shall be damaged thereby, and Proposer shall be liable to the County for such damages in the stipulated amount of ONE HUNDRED AND NO/100 DOLLARS ($100.00) per 24-hour day or fraction thereof as liquidated damages, and not as a penalty. Said liquidated damages shall be imposed pursuant to the "General Terms and Conditions for Goods and Services (dated July 1, 1994), Section 6.12, with HAR references to the termination for default clause to be updated to the HAR "Termination for default in goods and services contracts" version current at the time said liquidated damages are to be imposed. County may offset and deduct said liquidated damages from any payments due to the Proposer at the time the liquidated damages become due, or thereafter. 12. DELAY IN PERFORMANCE OF CONTRACT: If any delay in the performance of the services under the contract occurs as a result of unforeseeable causes beyond the control and without the fault or negligence of the Proposer, including but not limited to, acts of God, acts of the public enemy, acts of the County with respect to the contract, acts of another Proposer in the performance of a contract with the County, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or delays of subProposers or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of both the Proposer and such subProposers or suppliers, then the Proposer shall be granted an extension of the time for performance corresponding to the delay. If as a result of the delay completion of performance within the extended time would cause undue hardship to the Proposer, the Director may, in his discretion, grant a further extension of the time for performance. No extension of time, however, shall be granted unless a written application therefore stating in detail the cause or causes of delay is filed by the Proposer with the Officer -in -Charge WITHIN TEN (10) CALENDAR DAYS after the commencement of the delay. The number of days of each extension of time shall be determined by the Director upon the recommendation of the Officer -in -Charge. No such extension shall be deemed a waiver of the right of the County to require the completion of the 26 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development services under the Contract within the time required herein as so extended by the specific terms of such extension or extensions, nor a waiver of the right to terminate the Contract for any other or additional delay not covered by the specific terms of such extension or extensions. 13. PROSECUTION OF THE WORK: The Proposer shall be available upon reasonable demand to discuss the progress of the services being performed under Contract. All questions arising during the performance of the Contract which must be resolved by the Director or Officer -in -Charge shall be brought to their immediate attention. 14. AUTHORITY OF THE OFFICER -IN -CHARGE AND DIRECTOR: Any question or dispute concerning any provision of the Contract which may arise during its performance shall be decided by the Officer -in -Charge. The decisions of the Officer -in -Charge shall be final and binding upon all parties unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence, provided that decisions on questions or disputes relating to acceptance of the services performed under the Contract, suspension or termination of the Contract, extension of time, reduction or increase in the compensation of the Proposer and payment shall become final and binding upon all parties only upon approval of the Director, and provided further that nothing herein shall be construed as making final and binding any decision of the Officer -in -Charge and/or Director on a question of law. Pending final decision of any dispute or question, the Proposer shall proceed diligently with the performance of services under the Contract in accordance with the decision of the Officer - in -Charge and/or Director. 15. COOPERATION BY THE COUNTY: The County shall, without cost to the Proposer, through the Officer -in -Charge, cooperate fully with the Proposer and will promptly place at the disposal of the Proposer all available pertinent information which the County may have in its possession. The County will certify to the accuracy of certain information in writing whenever it is possible to do so. The County does not represent that other information not certified as accurate is so and takes no responsibility therefore and the Proposer shall rely on such information at his own risk. 16. REVIEW BY THE COUNTY: The County shall review all submittals and other work and data required to be made by the Proposer and reject or approve such submittals in their entirety or approve the same subject to such deletions, additions and revisions as the County may deem necessary and proper. In submittals specified in the special provisions, all items not required by the County to be deleted, added or revised after review by the County and not defective by reason or error, omission or negligence on the part of the Proposer, his subProposer, agents or employees shall be deemed to have been approved. 17. ABANDONMENT OF THE PROJECT; DEATH OR DISABILITY OF PROPOSER: In the event the County terminates the Contract because it wishes to abandon, defer, restudy or revise the project, or in the event the Proposer, in the case of an individual, dies or becomes physically or mentally disabled, the Proposer or his estate shall be compensated in the same proportion of the 27 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development compensation under the Contract as the services performed bear to the services to be performed under the Contract. 18. MODIFICATIONS OF CONTRACT: The County may at any time make such modifications in the contract as it deems necessary and advisable. Such modifications shall be made by a supplemental agreement in writing or by written order of the Director; provided that modifications by such a written order shall be limited to modifications in the scope of services; and provided further that modifications involving no reduction or increase in compensation of the Proposer may be made by written order of the Officer -in -Charge. Upon receipt of a written order, the Proposer shall proceed with the modification as ordered. If the Proposer does not agree with any of the terms or conditions of or with the amount of the reduction or increase in compensation provided for in the order, he shall file with the Officer -in - Charge a written protest setting forth his reasons in detail within ten (10) calendar days after receipt of the order. The protest shall be disposed of pursuant to the provisions of paragraph 17, AUTHORITY OF THE OFFICER -IN -CHARGE AND DIRECTOR. Failure to file such protest within the time specified shall constitute agreement on the part of the Proposer with the terms, conditions and amount in the order. In the event the Proposer for reasons related to safety does not agree with and refuses to proceed with the modifications required by the County in the written order, the Director may allow the Proposer to withdraw from the Contract without breach, provided the Proposer files with the Director a written protest setting forth his reasons in detail within ten (10) calendar days after receipt of the order. If withdrawal is allowed, the Proposer shall be compensated in the same proportion of the compensation services to be performed under the Contract. 19. RIGHT OF THE COUNTY TO TERMINATE: The County shall have the right to suspend performance of the services under the Contract or terminate the Contract in whole or in part at any time by written notice to the Proposer. Upon termination, all data, plans, specifications, reports, estimates, summaries, completed work and work in progress and such other information and materials as may have been accumulated by the Proposer in the performance of his services shall, in the manner and to the extent determined by the Officer -in -Charge, become the property of and be delivered to the County. If the termination is for reasons other than default of the Proposer as provided in paragraph 28, the Proposer shall be compensated in accordance with paragraph 23. 20. TERMINATION BECAUSE OF PROPOSER'S DEFAULT: The County shall have the right to enter into a new Contract with another Proposer and pay a reasonable compensation for such services as may be necessary to properly complete the services under the Contract if it terminates the same because the Proposer: (a) Fails to begin work under the Contract at the time required; or 28 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development (b) Is unnecessarily delaying the performance of the Contract or any part thereof; or (C) Is failing to perform the Contract with sufficient or adequate personnel, equipment or materials or is not making sufficient progress to ensure the completion of the Contract within the time specified; or (d) Fails to perform the Contract in accordance with direction of the Officer -in -Charge; or (e) Discontinues performance of the Contract; or (f7 Fails to re -commence performance of the Contract within a reasonable time after service of a written order to do so if the performance had been suspended; or (g) Becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency; or (h) Allows any final judgment to stand against him unsatisfied for a period of ten (10) calendar days; or (i) Makes an assignment for the benefit of creditors; or (j) Fails to pay for all labor, tools, materials and equipment; or (k) Has abandoned the Contract; or (I) Violates or fails to comply with any of the terms, covenants and conditions of the Contract. The fee of such other Proposer shall be paid from any unexpended amount of the compensation under the contract. Should the compensation of such other Proposer exceed such unexpended amount, then the Proposer shall reimburse the County for the difference as part of the damages caused by Proposer's default. After payment of the compensation of such other consultant, any remaining unexpended amount of the compensation payable under the Contract shall be paid to the original Proposer. The provisions of this subsection shall not apply if the Proposer is an individual and the default is due to his death or mental or physical disability. 21. REMEDIES NOT EXCLUSIVE: The express provision herein of certain measures which may be exercised by the County for its protection shall not be construed to preclude the County from exercising any other or further legal or equitable right to protect its interests. 29 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development 22. CIVIL SERVICE: It is understood and agreed that any services to be provided in accordance with the terms of this Contract may be terminated immediately, in whole or in part, upon a finding by the County that these services must be provided by public employees, pursuant to Civil Service Laws or that such services will be discontinued. It is further understood, that should such a finding be made, the County will not be liable under this Contract for any resulting damages, and such a termination will not be considered a breach of this Agreement. 23. CONSTRUCTION OF CONTRACT: The masculine shall be deemed to embrace and include the feminine and the singular shall be deemed to embrace and include the plural, whenever required in the context of the Contract. 24. RESPONSIBILITY OF PROPOSERS Proposer is advised that if awarded a contract for this solicitation, for any single item exceeding $2,500.00, Proposer shall, upon award of the contract, furnish proof of compliance with the requirements of HAR §3-122-112: 1. Chapter 237, tax clearance 2. Chapter 383, unemployment insurance; 3. Chapter 386, workers' compensation' 4. Chapter 392, temporary disability insurance; 5. Chapter 393, prepaid health care; and 6. One of the following: a. Be registered and incorporated or organized under the laws of the State (hereinafter referred to as a "Hawai'i business"); or b. Be registered to do business in the State. (Hereinafter referred to as a "compliant non-Hawai'i business"). 25. METHOD OF AWARD: The award shall be made to the highest ranked responsive and responsible proposer for each location as determined by this request for proposals. If the terms are not agreeable to the successful proposer and if agreement cannot be reached by both parties, the award may be dissolved without penalty to either. Reference Responsibility of Proposers in §3-122-112, HAR. Proposer shall produce documents to the procurement officer to demonstrate compliance with this section. Certificate of Vendor Compliance Proof of a vendor's compliance shall be mandatory for all awards $2,500 or greater in accordance with the requirements of Hawai'i Revised Statutes 103D -310(c). Acceptable proof shall be provided to the County prior to award and for final payment through Hawai'i Compliance Express (HCE). 30 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development Hawai'i Compliance Express provides a vendor's proof of compliance for the following: 1. Certificate of Good Standing from the Department of Commerce and Consumer Affairs (DCCA) 2. Tax clearances (federal and state) from the Internal Revenue Service (IRS) and the Department of Taxation (DOTAX) 3. HRS Chapters 383 Hawai'i Employment Security Law, 386 Worker's Compensation law, 392 Temporary Disability Insurance and 393 Prepaid Healthcare Act from the Department of Labor and Industrial Relations (DLIR) Vendors may register with Hawai'i Compliance Express at http://vendors.ehawaii.gov, which charges a nominal subscription fee and takes approximately two weeks to establish an account. While not required, it is strongly recommended that Vendors that aren't already registered start that process prior to bid submission. If a vendor is unable to obtain their "compliant" Hawai'i Compliance Express certificate within a reasonable amount of time, and there is an urgent need for the requested good or service, the County, upon written notification to the vendor, may proceed to the next lowest priced responsive and responsible vendor. Timely Submission of all Certificates: The above certificates should be applied for and submitted to the purchasing agency as soon as possible. If a valid certificate is not submitted on a timely basis for award of a contract, a proposer otherwise responsive and responsible may not receive the award. 26. NON-DISCRIMINATION IN COUNTY CONTRACTS: Pursuant to Executive Order No. 142, County of Hawai'i, dated February 11, 2005. During the performance of this contract, the Proposer agrees as follows: (a) The Proposer shall comply with all requirements set forth in Federal and State laws and regulations relative to Title VI of the Civil Rights Act of 1964, as amended, which provide for non-discrimination in Federally -assisted programs. (b) The Proposer shall not discriminate against any employee or applicant for employment because of race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sexual orientation, lactation, arrest and court record, citizenship, or any other classification protected by state or Federal law. The Proposer shall assure that applicants are employed and that employees are treated during employment without regard to race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sexual orientation, lactation, arrest 311 RFP 4028 Kamakoa Nui Workforce Rental Housing Development and court record, citizenship, or any other classification protected by State or Federal law. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. The Proposer agrees to post in conspicuous places notices to be provided by the contracting officer setting forth the provisions of the nondiscrimination clause. (C) The Proposer shall in all solicitations or advertisements for employees placed by or on behalf of the Proposer, state that all qualified applicants shall receive consideration for employment without regard to race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sexual orientation, lactation, arrest and court record, citizenship, or any other classification protected by State or Federal law. (d) In the event of the Proposer's noncompliance with the nondiscrimination clauses of this contract, this contract may be canceled or suspended in whole or in part and the Proposer may be declared ineligible for further County contracts until such time that the Proposer by satisfactory evidence, in good faith, ceases such discriminatory practices or procedures. (e) The Proposer who subcontracts any portion of the contract shall assure the County that such subProposer shall abide by the nondiscrimination provisions stated herein and agrees that any subProposer who is found in violation of such provisions shall subject the principal Proposer's contract with the County to be terminated or suspended pursuant to Section (d) above. (f) The County may direct any bidder, prospective Proposer, or subProposer to submit a statement in writing signed by an authorized officer, agent, or employee of the contracting party that the signer's practices and policies do not discriminate on the grounds of race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sexual orientation, lactation, arrest and court record, citizenship, or any other classification protected by State or Federal law, and that the terms and conditions of employment under the proposed contract shall be in accordance with the purposes and provisions stated herein. 27. HOLD HARMLESS (a) The Proposer shall reimburse, save, defend and hold harmless the County of Hawai'i, and all of its officers, agents, employees, guests or business visitors from and against all costs, expenses, damages and attorney's fees resulting from any and all claims, demands, suits, actions, or proceedings for property damage or personal injury, including death, arising out of, resulting from, or in connection with any contract entered into as a result of the Invitation for Bids/Request for Proposals, irrespective or notwithstanding that the 32 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development negligence of the County, its officers, agents, or employees are alleged to have caused or contributed to such property damage or personal injury. (b) The County is not in any way responsible for Proposer's compliance or non-compliance with any County, State or Federal laws, rules, regulations or permitting requirements or conditions for operation of Proposer's recycling facility or related activities. The Proposer shall reimburse, save, defend and hold harmless the County of Hawai'i, and all of its officers, agents, employees, guests or business visitors from and against all costs, expenses, damages, fines, penalties, obligations and attorney's fees resulting from any notices of violations, citations, claims, demands, suits, actions, or proceedings for alleged or actual violations of any and all County, State, Federal or other laws, rules, regulations, permit requirements or other regulatory issues connected with or arising out of Proposer's recycling facilities or operations in any way related to this contract. 28. NON -DEBARMENT REQUIREMENTS The Proposer shall certify that they were not debarred by the State of Hawai'i or the United States Federal government at the time of bidding, and will further certify that the company/individual shall immediately notify the County of Hawai'i should their debarment status change anytime during the agreement period. 29. CAMPAIGN CONTRIBUTIONS BY STATE AND COUNTY PROPOSERS PROHIBITED If awarded a contract in response to this solicitation, Proposer agrees to comply with HRS § 11- 355, which states that campaign contributions are prohibited from a State or county government Proposer during the term of the contract if the Proposer is paid with funds appropriated by the legislative body between the execution of the contract through the completion of the contract. 5.00 APPENDICES The eleven (11) appendices to this RFP are for information purposes. The information is provided by the County however, due diligence must be completed by the Proposer prior to submittal. The County is not liable for any information provided. 33 1 RFP 4028 Kamakoa Nui Workforce Rental Housing Development Pacific Housing Assistance Corporation Proposal for Kamakoa Nui Workforce Housing Rental Housing Development z O < rD 3 cr rD I N O N O N O 00 00 00 -• n 0 2 O O or C � _N V1 7 C Otl O D T N n N T. m O rt :;a O DJ Q 2n � O rD 7 n O O C E O 2 � rt ID O 0) 7 00 V O n rD O 2 O C N n 7 O = C � 7 O n 0 O z 3 m 3 N 7 O fD fD O 3 rD 7 r -r X m p C m 0 O a O N D A O N 00 �Ww TABLE OF CONTENTS Executive Summary 1. Letter of Transmittal a) Identification of proposer b) SubProposer with 10% or greater of component cost c) Acknowledgement of receipt of RFP addenda d) Statement regarding length of time proposal is valid e) Person authorized to negotiate proposal (incl. certification) ORIGINAL 2. Technical Proposal A. Qualifications and experience of Proposer a. Brief profile of the firm b. Description of firm's financial condition c. Firm's experience in performing work of a similar nature Development Team qualifications d. Examples of completed projects of similar scope B. Project staffing and project organization a. Project Organizational Chart b. Names and resumes of key personnel C. Concept to Active the Site; Scope of Work a. Narrative description of the proposed development b. Conceptual building elevations and site plan c. Circulation plan d. Research/Market demand study e. Project budget / Financing Plan f. Operating Proforma g. Comprehensive timeline h. Description of how the project, site plan and architectural drawings will contribute to the overall community D. Exceptions/Deviations 3. Cost Proposal (Return to County) a. Annual cash lease payments to the County b. Public benefits generated by the proposed project 4. Appendices Page 2 Page 4 Page 4 Page 20 Page 28 Page 37 Page 38 Page 40 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 1 EXECUTIVE SUMMARY Pacific Housing Assistance Corporation proposes to develop and operate an affordable work force housing community in Waikoloa comprised of 120 apartments for families earning up to 140% of the area AMI. Ninety-six (96) apartments will be rented to persons earning up to 80% of AMI, 23 apartments for those earning between 81% to 140% of the AMI and one two- bedroom apartment for the resident manager. The apartment mix and rent rates reflect the demand shown in the market study conducted for this development and are: eight studio units with rents $438 to $876, 44 one -bedroom units with rents from $938 to $2,100, 59 two- bedroom units with rents from $1,251 to $2,400, and eight three-bedroom units with rents from $2,166 to $3,032. Kamakoa Nui development will include a community recreation center, on-site management office, live-in resident manager, playground for keiki, defined paths for walking and jogging, picnic areas, a large courtyard/open field area for sporting and recreational activities and an area for community gardening. Thirteen 2 story walk up buildings are appropriately sited on the large 10.3 acre parcel in keeping with the architectural character, appearance and scale with the surrounding neighborhood. All apartments will have washer/dryers, refrigerator, range, disposal, ceiling fans, lanais and vinyl plank flooring. Water, sewer and solar water heating charges are included in the rent. Ample parking will be provided with 240 resident stalls and 17 guest parking. Pacific Housing proposes the use of Hula Mae Multifamily bond proceeds, 4% Federal and State low income housing tax credit equity, Rental Housing Revolving Fund loan funds and deferred developer fees to finance this $62 million development. Pacific Housing's development team is comprised of highly experienced firms who have extensive knowledge and experience in their own field and have a successful track record of completing projects similar to our proposed Kamakoa Nui workforce housing project. Our project as proposed, meets the Scope of Work of the RFP and addresses the vision that the County of Hawaii has for the Kamakoa Nui subdivision. Our project structure is based on the premise that: Workforce housing is housing built to be affordable to someone who can't afford market rate housing. Workforce housing is housing that is affordable to workers and close to their jobs. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development Executive Summary Page 1 Workforce housing is affordable if the housing costs to resident are no more than 30-40 percent of income Workforce housing is housing located in acceptable proximity to workforce center as some workers are not able to live where they work or are not able to afford homes in the neighborhood they desire. An important component of workforce housing is that it offers a safe place for children to go to school and for families to live with a sense of comfort and community. Workforce housing was thought of as housing for public employees — teachers, police officers, firefighters, and others who are integral to a community, yet who often cannot afford to live in the communities they serve. Workforce housing also includes housing for young professionals, workers in the construction trades, retail salespeople, office workers and service workers. Workforce housing needs to include housing for low wage earners. Families earning at 60% of AMI are out working in our economy and we need them to be stable and productive and qualify for affordable housing near employment centers is a huge need." Pacific Housing's project will fill the need for more affordable housing for a greater number of working-class households earning income up to 140% of AMI. It is a true workforce housing development that is affordable to a wider array of economic backgrounds and at the same time addresses the segment of the employment workforce most in need of quality and equitable housing opportunities Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development Executive Summary Page 2 mi 1. Letter of Transmittal 888 IWILEI ROAD • SUITE 200 • HONOLULU, HAWAII • 96817 TEL (808) 523-5681 • FAX (808) 523-1282 November 19, 2020 Purchasing Division Department of Finance County of Hawai'i 25 Aupuni Street, Suite 1101 Hilo, Hawai'i 96720 Dear Sir or Madam: SUBJECT: Request for Proposal 4028 Kamakoa Nui Workforce Rental Housing Development a) Identification of Proposer Pacific Housing Assistance Corporation 888 Iwilei Road, Suite 200 Honolulu, HI 96817 aawaya@pacific-housing.orR Telephone: (808) 523-5681 ext. 690 Fax: (808) 523-1282 b) Proposed working relationship between Proposer and subProposers who supply or provide services that are 10% of greater of the total component cost. SubProposers name, address and telephone numbers. General Contractor: Moss Construction 737 Bishop Street, Suite 2700 Honolulu, HI 96813 Contact: Doug Rogers, Vice President Telephone: (808) 295-6804 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 2 4 c) Acknowledgement of receipt of all RFP addenda, if any. Name, title address, telephone number, and email address of contract persons during period of proposal evaluation. We acknowledge the receipt of Addenda #1 dated October 13, 2020 and Addenda #2 dated October 22, 2020. Contact Person during period of proposal evaluation: Audrey E. Awaya, Interim Executive Director 888 Iwilei Road, Suite 200 Honolulu, HI 96817 Office Phone: (808) 523-5681 ext 690 Mobile Phone: (808) 351-4397 Email: aawaya@pacific-housing.org d) A statement to the effect that the proposal shall remain valid for no less than 180 days from the date of submittal. Pacific Housing's proposal submitted in response to RFP 4028 for the Kamakoa Nui Workforce Rental Housing Development shall remain valid for 180 days, k4401 e) Name and signature of person authorized to bind Proposer to the terms of the proposal and to negotiate contract price/terms on Proposer's behalf. Audrey E. Awaya is authorized to bind Pacific Housing Assistance Corporation to the terms of the proposal and to negotiate contract price/terms on Proposer's behalf. A board certified certification evidencing Audrey E. Awaya's authority is attached to this transmittal. Interim Executive Director E Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 3 v_ - ® I 2. Technical Proposal A. Qualifications related experience and references of proposer (30 Points Ability of the Proposer to satisfactorily perform the required work by reasons of experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm, staff capacity; workload; record on similar project; and supportive client references. Particular attention should be given to the Scope of Work to ensure the Proposer's ability to fulfill all requirements is demonstrated in this submittal. Proposer shall include: a. Brief profile of the firm, including the types of services offered, the year founded; form or organization (corporation, partnership; sole proprietorship); number, size and location of offices; and number of employees. Pacific Housing Assistance Corporation was formed in February 1980 as a statewide nonprofit housing development corporation. Pacific Housing's development activities include the acquisition, rehabilitation and new construction of rental or for sale housing for low, moderate and gap group income households, seniors and persons with special needs. Pacific Housing also provides development and consulting services assisting other non-profit organizations, government and private entities achieve its housing goals. Over the past 40 years, Pacific Housing has developed or assisted other organizations develop nearly 60 projects amounting to 1,851 housing units valued at approximately $312 million for very low to moderate income families and persons with special needs. Pacific Housing's qualifications are included in Section 2. A. c. Pacific Housing developed and owns directly or through affiliated entities 14 projects of 939 senior and family apartments valued at $224 million. The full-time staff of Pacific Housing includes: Executive Director, Administrative Assistant /Bookkeeper, Senior Project Manager, Project Manager and Director of Asset Management. The corporation is governed by a volunteer Board of Directors from Oahu and the Neighbor Islands. Pacific Housing's corporate office is located on Oahu at 888 Iwilei Road, Suite 200, Honolulu, HI 96817. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 4 b. Description of the firm's financial condition and identify any conditions (E.g. bankruptcy, pending litigation, planned office closures, impending merger, and potential labor disputes) that may impede Proposer's ability to complete the Scope of Work. Audited financial statement such as a Dun & Bradstreet report or a one -page -summary from CPA shall be submitted. The statement should clearly identify the financial status and condition of the Proposer's immediate business entity, as well as that of the overall Company structure if applicable, the date of this statement should cover a period of at least 1 year and dated no more than 12 months prior to the date of the proposal submission. Further, the firm shall register and be compliant in the Federal SAM (System for Award Management) system for award management and provide a copy of compliance with Federal SAM. Pacific Housing Assistance Corporation's consolidated audited financial statement for fiscal year ending June 30, 2019 dated July 7, 2020 in included in this section. The audit shows that Pacific Housing has assets of over &75 million. This financial statement consolidates the projects and entities owned or under direct control of Pacific Housing. N&K CPAs Inc.'s letter included in this section states that Pacific Housing's has approximately $4.6 million in cash and marketable securities as of June 30, 2020 and less than $180,000 in accounts payables and accrued liabilities. The $4.6 million cash is funds available only to Pacific Housing and not by its affiliated entities. Pacific Housing's evidence of compliance with Federal SAM is included in this section. There are no bankruptcy, pending litigation, planned office closures, impending merger, and potential labor disputes that may impede Pacific Housing's ability to complete the Scope of Work Pacific Housing's plan to finance and operate the project including the development budget, sources and use statement, operating budget, and 10 year cash flow proforma is included in section 2. C. e and f of this proposal. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 5 On A Entity Overview I System fc....rard Management ®_SAM*GOv & ALERT: SAM.gov ivi11 be down for scheduled maintenance Saturday, 12/12/2020 from 8:00 AM to vao PX. Entity Dashboard s Entity QYgniny s EntitCReCistratiosi s Core Data s Assertions s gws&rens s El Cs s Reports 1 Service Contract Report s Eadugt= s Acture Exclusions s Inactive Exclusions P Excluded Famih Members RACK Ta USER DATH BOARD IBJ[ -P-2 02 0 1105-1716 M% V2 PACIFIC HOUSING ASSISTANCE CORPORATION 677A DUNS: 793957333 CAGE Code: 4PU92 HONI Status: Active UNIT Expiration Date: 11/17/2021 Purpose of Registration: All Awards Entity Overview Bettg RedobvMon Summary DUNS1793957333 Name: PACIFIC HOUSING ASSISTANCE CORPORATION Business Type: Business or Organization Last Updated Byt Kevin Tanaka Registration Status: Active Activation Datet r/19/2020 Expiration Datat 11/t7/2021 Exclusion Summary 1 Active Exclusion Records? No Page 1 of I Kevin Tanaka Log out Search Records Disclaimers FAPIIS.gov Data Access Accessibility GSA.gov/IAF. Check Status Privacy Policy GSA.gov About USA.gov Help httnc•//sam icf 1 1 10g,pl IL ; N&K CPAs, Inc. ACCOUNTANTS ( CONSULTANTS November 17, 2020 Ms. Audrey Awaya Interim Executive Director Pacific Housing Assistance Corporation 888 Iwilei Road, Suite 200 Honolulu, Hawaii 96817 Dear Ms. Awaya: 999 BISHOP STREET, SUITE 2200 HONOLULU. HAWAII 96813 T (808) 524-2255 F (808) 523-2090 We are providing this letter in response to your request for a statement on Pacific Housing Assistance Corporation's (Company) financial status and condition for the Kamakoa Nui request for proposal. The audit of the Company's consolidated financial statements for the fiscal year ended June 30, 2020 is in progress however, not completed as of the date of this letter. The Company's consolidated financial statements present affiliated organizations that hold and/or operate affordable housing projects. The Company's financial statements without those affiliated organizations would present approximately $4.6 million in cash and marketable securities as of June 30, 2020 and less than $180,000 in accounts payable and accrued liabilities. The Company's financial statements without the affiliated organizations would not present any other liabilities. As we have not completed the audit of the Company's consolidated financial statements, we cannot provide any other financial information on the Company without performing audit procedures. We anticipate completion of the audit in the first quarter of 2021. Please contact myself if you have any questions or need further assistance at 808-566-1359. Sincerely, N&K CPAs, Inc. W�,, a Blake S. Isobe Principal N pq PACIFIC HOUSING ASSISTANCE CORPORATION AND AFFILIATES CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION WITH INDEPENDENT AUDITOR'S REPORTS Fiscal Years Ended June 30, 2019 and 2018 N&KCPAs Inc. AC C OUNTAN I, ;CONSULTANTS 999 BISHOP STREET, SUITE 22001 HONOLULU, HAWAII 96813 T (808) 524-2255 F (808) 523-2090 1 nkcpa.com PACIFIC ROUSING ASSISTANCE CORPORATION AND AFFILIATES CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION WITH INDEPENDENT AUDITOR'S REPORTS Fiscal Years Ended June 30, 2019 and 2018 N&KCPAs, Inc. ACCOUNTANTSICONSULTANTS 999 BISHOP STREET, SUITE 22001 HONOLULU, HAWAII 96813 T (808) 524-2255 F (808) 523-2090 1 nkcpa.com PACIFIC HOUSING ASSISTANCE CORPORATION AND AFFILIATES TABLE OF CONTENTS Page PART I FINANCIAL SECTION Independent Auditor's Report 5 - 7 Consolidated Financial Statements Consolidated Statements of Financial Position 8 Consolidated Statements of Activities 9-10 Consolidated Statements of Functional Expenses 11 -12 Consolidated Statements of Cash Flows 13 •.rr Notes to Consolidated Financial Statements 14-27 Supplementary Information Schedule of Expenditures of Federal Awards 29 Notes to Schedule of Expenditures of Federal Awards 30 PART II REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 32-33 2 PACIFIC HOUSING ASSISTANCE CORPORATION AND AFFILIATES TABLE OF CONTENTS Page PART III REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE Independent Auditor's Report on Compliance for Each Major Federal Program and on Internal Control over Compliance Required by the Uniform Guidance 35-37 PART IV SCHEDULE OF FINDINGS AND QUESTIONED COSTS '�. Schedule of Findings and Questioned Costs 39-40 PART V SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS Status Report 42 PART VI CORRECTIVE ACTION PLAN 44-45 K? PART I FINANCIAL SECTION 11 ry.t � N&K CPAs, Inc. ACCOUNTANTS I CONSULTANTS INDEPENDENT AUDITOR'S REPORT To the Board of Directors Pacific Housing Assistance Corporation Report on the Financial Statements 999 BISHOP STREET, SUITE 2200 HONOLULU, HAWAII 96813 T (808) 524-2255 F (808) 523-2090 We have audited the accompanying consolidated financial statements of the Pacific Housing Assistance Corporation (a nonprofit corporation) and Affiliates, which comprise the consolidated statements of financial position as of June 30, 2019 and 2018, and the related consolidated statements of activities, functional expenses, and cash flows for the fiscal years then ended, and the related notes to the consolidated financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of 5 N&K CPAs, Inc. ACCOUNTANTS ICONSULTANTS expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Pacific Housing Assistance Corporation and Affiliates as of June 30, 2019 and 2018, and the changes in their net assets and their cash flows for the fiscal years then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Other Information Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Govemment Auditing Standards, we have also issued our report dated July 7, 2020 on our consideration of Pacific Housing Assistance Corporation and Affiliates' internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of N&K C PAs, Inc. ACCOUNTANTS!, CONSULTAI,TS internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Pacific Housing Assistance Corporation and Affiliates' internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Pacific Housing Assistance Corporation and Affiliates' internal control over financial reporting and compliance. OK oPAs, Inc . Honolulu, Hawaii July 7, 2020 11 R 7 Pacific Housing Assistince'C6 p6ration and AffiliatesCONSOLIDATED STATEN!ENTS 0F' FINANCIAL POSITION Janne *- 2019 anal 2010 ASSETS CURRENT ASSETS Cash and cash equivalents marketable securities Accounts receivable, net of allowance of $20,756 for 2019 and $0 for 2018 Prepaid expenses Total current assets PROPERTY AND EQUIPMENT Buildings Leasehold interest Leasehold improvements Furniture. and .equipment Less accumulated depreciation and amortization Land and land improvements Construction in progress OTHER ASSETS Restricted deposits HUD restricted deposits Tenant security. deposits Other deposits Certificate of deposit Due from City and County of Honolulu Due from condominium association Investment in partnerships 2019 2018 $ 5,303,317. $ 5,632;476 27,438 21,610 1,440,375 1,,911,974 73,031 64,467 6,644,161 7,630;527 55,323,965 55,093,93.9 5,600,000 5,600,000 .1,501,918 1,231,,595 1,290,041 1-,492,075 63,715,924 6.3,417,609 25,677,402 24,156,556 38,038,522 39,261,053 5,027,997 5;027;997 -- 70,872 43;066,519 44;359,922 2,758,309 2,354,80,9 1,180,318 1;107,307 205,896 197,436 25,598 25,998 80,793 -- 788,83E 750,924 631,133 613,197 20,1.19,202 2,0,,119,227 25,79.0,485 25,168,898 $ 75,701,165 $ 77;159,347 See accompanying notes to consolidated financial statements. t e 2019 2018 LIABILITBES AND NET ASSETS CURRENT LIABILITIES "Current maturities of long-term obligations $ 129,500 $ 369,800 Accounts payable and accrued liabilities 613046 598,338 Tenant security deposits 192,144 1881-246 Refundable charges and advances 26,719 42,577 Share of deficiency in partnerships 185,246 185,246 Total current liabilities 1,146,655 10384,207 LONG-TERM OBLIGATIONS Mortgages payable, lesscurrent maturities 21,951,771 22,048,567 Total liabilities -231498,426 23,432,774 NET ASSETS Without donor restrictions 52,576,743 53,700,577 With donor restrictions 25,996 25,996 52,602,739 53,726,573 75,701,165 $ 77,159,347 Pacific Housing Assistance Corporation And Affiliates CONSOLIDATED STATEMENTS OF ACTIVITIES Fiscal Year Envied ,Dune 30, 2019 REVENUE AND OTHER SUPPORT _ Rental income Management fees Interest. Other income Total revenue and other support EXPENSES Program services Supporting services Total expenses CHANGE IN NET ASSETS NET ASSETS AT BEGINNING OF FISCAL YEAR NET ASSETS AT END OF FISCAL, YEAR Without. Donor Restrictions $ 2,757,357 $ 60,948 22,024 236,050 3,076,379 With Donor Restrictions Total — $ 2,757;357 — 60,948 — 22,024 — 236,050 3,076,379 4,069,905 — 4,069,905 130,308 -- 130,308 4,200,213 — 4,200,213_ (1,123,834) -- (1,123,834) 53,700,577 25,99.6 53,726,573 $ 52,576,743 $ 251996 $ 52,602,739 See accompanying notes 'to consolidated financial statements. 9 A Pacific dousing Assistance Corporation and Affiliates CONSOLIDATED STATEMENTS OF ACTIVITIES (Continued) Fiscal Year Ended Jane 30, 2018 REVENUE AND OTHER SUPPORT Rental income Management fees Interest Other income Total revenue and other support EXPENSES Program services Supporting services Total expenses CHANGE IN NET ASSETS NET ASSETS AT BEGINNING OF FISCAL YEAR NET ASSETS AT END OF FISCAL YEAR Without Donor With Donor Restrictions Restrictions Total $ 2,837,386 $ — $ 2,837,386 197,659 — 197,659 14,637 — 14,637 225,285' — 225,285. 3,274,967 — 3,274,967 4,219,232 — 4,219,232 147,927 — 147,927 4,367,159 — 4,367,159 (1,092,192) — (1,092,192) 54,792,769 25,996 54,818,765 $ 53,700,577 $ 25,996 $ 53,726,573 -See accompanying notes to consolidated financial statements. 10 Pacific )lousing Assistance Corporation and Affiliates CONSOLIDATED STATEMENTS OF FUNCTIONAL EXPENSES Fiscal Year Ended) June 30, 2019 Salaries Employee benefits Payroll taxes Total salaries and related expenses Depreciation and amortization Repairs and maintenance Utilities Management fees Professional fees Insurance Miscellaneous Interest Supplies Taxes, other than payroll Bad debts Total functional expenses 0 Program Supporting Services Services Total $ 465,835 $ 101,216 $ 567,051 79,388 8,999 88,387 36,927 7,384 44,311 582,150 117,599 699;749 1,556,462 1,231 1,557,693 558,347 -- 558,347 530,658 915 531,573 192,228 - 192,228 186,718 7,118 193,836 183,582 611 184,193 117,880 2,168 120,048 76,750 - 76,750 39,149 266 39,415 25,043 400 25,443 20.938 - 20,938 $ 4,069,905 $ 130,308 $ 4,200,213 "d See accompanying notes to consolidated financial statements. 11 A Pacific Housing Assistance Corporation and Affiliates CONSOLIDATED STATEMENTS OF FUNCTIONAL EXPENSES (Continued) Fiscal Year Ended June .30, 2013 Salaries Employee benefits Payroll taxes Total salaries and related expenses Depreciation and amortization Repairs and maintenance Utilities Management fees Insurance Professional fees Miscellaneous Supplies Interest Taxes, other than payroll Bad debts Total functional expenses Program Supporting Services Services Total $ 457,218 $ 101,216 $ 558,434 72,559 7,720 80,279 39,270 7,357 46,627 569,047 116,293 685,340 1,630,284 1,257 1,631,541 589,305 1,143 590,448 532,804 917 533,721 213,348 554 213,902 203,590 -- 203,590 160,468 3,130 163,598 137,215 1,207 138,422 75;840 - 75,840 67;347 117 67,464 26,309 23,309 49,618 13,675 - 13,675 $ 4,219,232 $ 147,927 $ 4,367,159 See accompanying notes to consolidated financial statements. 12 Pacific housing Assistance Co6poratton and Affil'cates CON$.OLiDAITED STATEMENTS OF CASH FLOW' Sa Fiscal Years Ended June 30, 2019 and 201814,0 Cash flows from investing activities Deposits to restricted accounts (582,294) (407,356) Wiithdrawafsfirom"restricted accounts 105,783 245,777 Purchase of certificate of deposit (80,793) Acquisition of property and .equipment (267,661) (156,904) Net cash used in investing activities 824,965 318,483 Cash flows from financing activities Principal'payments on mortgage and note payables Net cash used in financing activities NET INCREASE (DECREASE) IN .CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of fiscal year Cash and cash equivalents at end of fiscal year SUPPLEMENTAL DISCLoSuRE o.F.CASH.FLOW INFORMATION Cash.'paid during the year for interest (337,096) (115,488} (337,096) (115,488) (329,159) 189,,704 5,632;476 L5,4501772 $ 5,303,317 $ 5,632,476 $ 76,107 $ 12,765 See accompanyirig notes to consolidated, financial statements. 13 20'19 2018 Cash flows from operating activities Change. in net assets $ (1,123;834)- $ (1,092,192) Adjustments'to reconcile change in net assets to net cash provided by operating activities: Depreciation and amortization 1,557,693 1,6311,54.1 Bad debt 20,938 13,675 Net investment loss -in, partnerships 25 27 Unrealized gain on investments (5,828) (1,210) Loss on disposal of property and equipment 3,371 851 (Increase) decrease in: Accounts receivable 450,661 16,004 Prepaid expenses and other (8,564) (1,017) Tenant security deposits (8,460) (10,918) Due from City and County of Honolulu and condominium association (55,848) (5204) Increase (decrease) in; Accounts, payable and accred liabilities 14,708 96,641 Tenant security deposits and refundable charges and advances (11,960) 14,967 Total .adjustments 1,956,736 1,707,867 Net cash provided by operating activities 832,902 615,675 Cash flows from investing activities Deposits to restricted accounts (582,294) (407,356) Wiithdrawafsfirom"restricted accounts 105,783 245,777 Purchase of certificate of deposit (80,793) Acquisition of property and .equipment (267,661) (156,904) Net cash used in investing activities 824,965 318,483 Cash flows from financing activities Principal'payments on mortgage and note payables Net cash used in financing activities NET INCREASE (DECREASE) IN .CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of fiscal year Cash and cash equivalents at end of fiscal year SUPPLEMENTAL DISCLoSuRE o.F.CASH.FLOW INFORMATION Cash.'paid during the year for interest (337,096) (115,488} (337,096) (115,488) (329,159) 189,,704 5,632;476 L5,4501772 $ 5,303,317 $ 5,632,476 $ 76,107 $ 12,765 See accompanyirig notes to consolidated, financial statements. 13 Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2019 and 2018 NOTE A - NATURE OF ACTIVITIES Pacific Housing Assistance Corporation (PHAC) was incorporated as a nonprofit corporation under the laws of the State of Hawaii (State), to provide and develop, or assist in providing and developing projects and programs for disadvantaged persons in the State. PHAC owns and operates the following projects: • Lani Huli Senior Housing Project - an 80 -unit apartment complex in Kailua • Lanakila Gardens Rental Project = a 28 -unit apartment complex in Honolulu • Manoa Gardens Elderly Housing Project - an 80 -unit. apartment complex in Manoa of which PHAC has purchased the leasehold interest in 39 of these units from the City and County of Honolulu (City) • Senior Residence at Iwilei Commercial units - within the 160 -unit affordable housing project, PHAC owns the commercial office spaces in which one unit is used as the Company's office. The other commercial spaces are restricted to nonprofit organizations approved by the State. Under generally accepted accounting principles, PHAC consolidates its related affiliated organizations in its consolidated financial statements. The consolidated financial statements of PHAC include the. following affiliated organizations: Pacific Housing Oahu Corporation (PHOC) - the Operating General Partner of the Kaneohe Elderly Housing Project Limited Partnership which owns and operates 30 units of a 75 -unit apartment complex in Kaneohe as a low-income housing tax credit project. • Pacific Housing Oahu Corporation - Elderly Residence (PHOC-ER) - owns and operates 45 units of a 75 -unit apartment complex in Kaneohe called the Senior Residence at Kaneohe, as a Section 202 housing project as defined under the National Housing Act and is regulated by the U.S. Department of Housing and Urban Development (HUD). • Palehua Terrace 2, LLC (PT2) - the Operating General Partner of the Palehua Terrace 2 Limited Partnership which owns and operates the Palehua Terrace 2 housing project, a 64 -unit apartment complex in Kapolei, as a low-income housing tax credit project. PHAC No. 1, Inc. - owns and operates the Harry & Jeanette Weinberg Senior Residence at Maluhia housing project, a 40 -unit apartment complex in Honolulu as a Section 202 housing project as defined under the National Housing Act and 'is regulated by HUD. ® Pacific Housing Oahu Corporation Kapolei Residence (PHOC-Kapolei) - owns and operates the Senior Residence at Kapolei, a 60 -unit apartment complex in Kapolei as a Section 202 housing project as defined under the National Housing Act and is regulated by HUD._ • Pacific Housing Oahu Corporation - Tenney Village (PHOC-TV) - owns and operates a 47 -unit housing project located in Ewa Beach. 7 14 Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2019 and 2010 NOTE A - NATURE OF ACTIVITIES (Continued) • Pacific Housing Oahu Corporation - Kupuna at Waimanalo (PHOC-KAW) - the Operating General Partner of the Waimanalo Kupuna Housing Limited Partnership which. owns and operates the KUlanakauhale Maluhia O Na Kupuna housing project, an 86 -unit low-income housing tax credit project. • Iwilei GP, LLC (Iwilei GP) - the Operating General Partner of the Senior Residence at Iwilei Limited Partnership which owns and operates the Senior Residence at Iwilei, a 160 -unit low-income housing tax credit project. • Pacific Housing Lanai, LLC (PH Lanai) - the Managing Member of The Courts, LLC that owns and operates The Courts housing project, a 48 -unit apartment complex in Lanai, as a low-income housing tax credit project. • Pacific Kapolei GP, LLC (PKGP) - an entity formed to serve as the Operating General Partner of the Kapolei Pacific Limited Partnership which owns and operates The Villas at A'eloa housing project, a 72 -unit low-income housing tax credit project. • Senior Residence at Kapolei 2, Inc. (SRK2) - an entity formed to own and operate the Senior Residence at Kapolei Phase 2, a 20 -unit apartment complex in Kapolei as a Section 202 housing project .as defined under the National Housing Act and is regulated by HUD. • Pacific Malu'ohai GP, LLC (PMGP) - an entity formed to own and operate the Malu'ohai Pacific Limited Partnership which owns and operates The Villas at Malu'ohai housing project, a 72 -unit apartment complex in Kapolei, as a low-income housing tax credit project. The assets of the following partnerships and limited liability companies are not included in the consolidated financial statements of PHAC. These entities do not qualify under generally accepted accounting principles, as a related for-profit entity that should be consolidated in the not-for-profit organization's financial statements. Partnerships Total Assets Kaneohe Elderly Housing Project Limited Partnership $ 2,381,000 Waimanalo Kupuna Housing Limited Partnership 6,253,000 Palehua Terrace 2 Limited Partnership 9,042,000 The Courtyards at Mililani Mauka, LLC 8,283,000 Kapolei Pacific Limited Partnership 15,253,000 The Courts, LLC 8,198,000 Pacific Housing Mililani LLC 3,000 Malu'ohai Pacific Limited Partnership18,278,000 Senior Residence at Iwilei Limited Partnership 49,102.000 15 Pacific (Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 309 2019 and 2018 MOTE 13 - SIGNIFICANT ACCOUNTING POLICIES (1) Principles of consolidation - The consolidated financial statements include the accounts of PHAC and the accounts of PHOC-TV, PHOC-ER, PHOC-KAW, PHOC, PMGP, PKGP, PHOC-Kapolei, Iwilei GP, PT2, PH Lanai, SRK2; and PHAC No. 1, Inc. These related companies are consolidated since PHAC has control of the related companies through a majority voting interest in their governing board. All. material intercompany transactions and balances have been eliminated in consolidation. PHOC-TV, PHOC-KAW, PHOC, Iwilei GP, and PH_ Lanai have a different fiscal year end from PHAC. These .entities' fiscal year end balances, along with any material or significant transactions that have since occurred, were adjusted for in the consolidation of PHAC's financial statements. (2) Basis of accounting and financial statement presentation - the consolidated financial statements of PHAC have been prepared on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America. Net assets, public support and revenues and expenses are classified based upon the existence or absence of donor -imposed restrictions. Accordingly, net assets of PHAC and changes therein are classified and reported as follows: Net Assets Without Donor Restrictions - Net assets available for use in general operations and not subject to donor -imposed restrictions. C) Net Assets nth. Donor Restrictions - Net assets subject to donor -imposed restrictions. Some donor -imposed restrictions are temporary in nature, such as those that will be met by the .passage of time or other events specified by .the donor. Other donor - imposed restrictions are: perpetual in nature, where the donor stipulates that resources be maintained in perpetuity. (3) Use of estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts ofrevenues and expenses during the reporting period. Actual results could differ from those estimates. (4) Cash and cash equivalents - PHAC and its affiliates consider all highly liquid investments purchased'with an original maturity of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value because of the short maturities of those financial instruments. (5) Accounts receivable - Accountsreceivable are stated at. the amount management expects to ..collect. from outstanding balances. The carrying amount of .accounts receivable reflects managements best estimates of the, amounts that will be collected based upon prior experience and managements assessment- of the creditworthiness of existing specific customers. Balances that ale still outstanding after management has used reasonable collection efforts are written -off through a charge to an allowance .for doubtful accounts and a credit to accounts receivable. 16 Pacific -Housing Assistance Corporation and Affillates NOTES TO GONS61L.IE)ATED FINANCIAL STATEMENTS June 30, 2019 and 1018 NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued) (6) Property and equipment - Property and equipment are recorded. at cost or the estimated fair'value at date of donation. All property and equipment with an estimated useful life of at least one year and a cost. of $500 or greater are capitalized. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets which range from 5 to 40 years. Leasehold improvements and land leases are amortized over the term of the lease or the estimated useful life of"the asset; whichever is shorter. Expenditures'for maintenance, repairs, and minor renewals are charged to expense. Expenditures for betterments are capitalized. Property and equipment , retired or otherwise disposed of is removed from the appropriate asset and related accumulated depreciation accounts. Gains and tosses on disposal of assets are'reflected in current operations. Long-lived assets held and used by PHAC are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that'facts and circumstances indicate that the cost of any long- lived assets may be inipaired, an evaluation of recoverability would be performed. (7) "Marketable securities - Investments .in marketable securities with readily determinable fair values and investments in debt securities are reported 'at their fair values at quoted market prices. Unrealized gains and losses are included in the change in net assets. Investment income and gains: restricted by a donor are reported as increases in unrestricted :net assets if the restrictions are met (either by passage of time or by use); in the: reporting period in which the income and gaiiis are recognized. (8) Revenues. and support without donor restrictions and with donor restrictions - Contributions, revenues and support are recorded in the period earned as without donor restrictions` of"With donor restrictions depending on the existence' and/or nature of any 'donor restrictions. Donor -restricted support is. reported as an increase in net assets with donor restrictions, depending on the nature of the restriction. 'When a restriction "expires .(that is, when a stipulated time ,restriction ends or purpose restriction is accomplished), net assets with. donor restrictions are reclassified to net assets'without donor restrictions and:repor�ted in the consolidated statements of:activities as net assets released from restrictions. (9) lrwes'"enf ip partnerships. - PHAC, PHOC, PHOC-KAW, PT2 PKGP, Iwilei GP, PMGP and PH Lanai account .for its :partnership investmenta on the equity method. Under the equity method, gains and losses. from ' the,. partnerships: are recognized_ and shown on the 'consolidated' statements of activities with the >canying value of the �nVestments increased or decreased. In addition, losses iK .excess of :the amount �nvested.by these,'affillates ale recorded and hown asa liability on;PHAC's'consolidated statements.of,fnancial position. (1 Q) Rental income - Rental incorine from leases is. recognized under the operating method whereby income is recognized as rentals become due and expenses; including depreciation, are charged against such revenue as incurred. 17 Pacific Housing Assistance Corpotation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2019 and 2018 NOTE 13 - SIGNIFICANT ACCOUNTING POLICIES. (Continued) (11) Functional allocation of expenses - The costs of providing the various programs and other activities are summarized on a functional basis in .the consolidated statements of activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited based on direct costs incurred and management's estimates of resources consumed by these functions. (12) AdvetWsing costs - PHAC and its affiliates expense the production costs of advertising the first time the advertising takes place. (13) income taffies - PHAC is recognized by the Internal Revenue Service as an exempt organization under Section 501(c)(3) of the internal Revenue Code. PHAC recognizes the financial statement effects from a tax position only after determining that the relevant tax authority would more likely than not sustain the position after an audit based on the technical merits of the position. PHAC has not identified any uncertain tax positions in filed returns that require disclosure in the accompanying consolidated financial statements. PHAC is not subject to income taxes in the U.S. federal jurisdiction and the -State, Tax regulations within each jurisdiction are subject to interpretation of the related tax laws and regulations and require significant judgment to apply. 'I (14) Su�segr�ent events - Management has evaluated subsequent events through July 7, 2020, the date on which the consolidated financial statements were available to be issued. Other than the event noted below, management is not aware of any subsequent events that required adjustment of or disclosure in the consolidated financial statements. As a result of the spread of the COVID-19 coronavirus, economic, uncertainties have arisen which are likely to negatively impact tenants' ability to pay the required monthly rent. Other financial impact could occur, though such potential impact is unknown at this time. (15) New accounting pronouncement - During the fiscal year ended June 30, 2019, PHAC and its Affiliates adopted the requirements of the Financial .Accounting Standards Board's Accounting Standards Update No. 2016-14., Not for -Profit Entities (Topic 958): Presentation of Financial Statements of Not -for -Profit Entities (ASU 2016-14). This update addresses the complexity and understandability .of net asset classification, deficiencies in information about liquidity and availability, of; resources, and the lack of consistency in the.type of information provided about: expenses and investment return between not-for-profit entities: The amendments in ASU 2016-14 were applied on a retrospective bases.to all periods presented. Accordingly, amounts previously reported as unrestricted net -assets are, not reported as net . assets without donor restrictions and :amounts previously reported as temporarily restricted net assets are now reported as net -assets with donor restrictions: As permitted by the transition guidance contained in ASU 2016-14, management of - PHAC and its Affiliates has elected to omit the following information as of, and for the fiscal year June 30, 2018: Disclosures about liquidity and availability of resources 18 Pacific Housing Assistance Corporation and Afffiliates NOTES TO CONSOLIDATED' FINANCIAL STATEMENTS June 30, 2019.and 2018 NOTE C - LIQUIDITY AND AVAILABILITY OF RESOURCES PHAC and its Affiliate's financial assets available within one fiscal year of the date of the statement of financial position, June 30, 2019, for general expenditures are as follows: Amount Cash and cash equivalents $ 5,303,317 M.arketable.securities 27,438 Accounts receivable 1.440,375 None of the financial assets are subject to donor restrictions that make them unavailable for general expenditure within one year of the date of the statement of financial position. NOTE D - CONCENTRATION OF CREDIT RISK PHAC and its Affiliates maintain their cash, cash equivalents, and restricted deposit accounts in various financial institutions in the State. Cash balances in accounts at the banks are insured up to $250,000 per account holder by the Federal Deposit Insurance Corporation (FDIC). In assessing its concentration of credit risk related to cash, cash equivalents, and restricted deposit accounts, PHAC and its Affiliates place their cash, cash equivalents, and restricted deposit accounts in financial institutions, which may at times exceed FDIC insurance limits. At.June 30, 201.9 and 2018, cash, cash equivalents, and restricted deposit accounts in excess of insured amounts totaled approximately $4,328,000 and $4,291,000, respectively. NOTE E - RESTRICTED DEPOSITS PHAC and its affiliates have -designated certain deposit accounts for the replacement of property and other project expenses. These reserves are held in separate, accounts and generally are not available for operating purposes. The reserve balances totaled $2,758,309 and $2,354,809 at June 30, 2019 and 2018, respectively. PHAC and its affiliates also maintain tenant security deposit accounts. All tenant security deposits are deposited into separate bank accounts and held in trust for the tenants until they vacate the property. Any amounts not returned to the tenant, due to lease violations, are transferred into the respective project's operating account. Tenant security deposits totaled $205,896 and $197,436 at June 30, 2019 and 2018, respectively. NOTE F - HUD RESTRICTED DEPOSITS Under the terms of.various Regulatory,Agreements, PHAC.No. 1, Inc., PHOC-Kapolei, SRK2, and �PHOC-ER are required to set aside :specified amounts for the replacement of property, escrow deposits and .other project expenditures as approved by HUD. Restricted funds, held in I eparate accounts generally not available for operating purposes, totaled $1,044,549 and $1,022,725 at June 30, 2019 and 2018, respectively. 19 Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2019 and 2018 NOTE F - HUD RESTRICTED DEPOSITS (Continued) PHAC No. 1, Inc., PHOC-Kapolei, SRK2, and PHOC-ER are also required to deposit into a separate account any residual receipts realized from the operation of HUD projects. Residual receipts shall be disbursed only at the discretion of HUD. The residual receipts reserve for these three projects totaled $135,769 and $84,582 at June 30, 2019 and 2018, respectively. NOTE G - NET ASSETS WITH DONOR RESTRICTIONS As of June 30, 2019 and 2018, PHAC No. 1, Inc. has net assets with donor restrictions of $25,996, for the purpose of capital improvements, furniture and fixtures, or landscaping for the Harry & Jeanette Weinberg Senior Residence at Maluhia Housing Project. NOTE H - CAPITAL ADVANCE AGREEMENTS PHAC's Affiliates have entered into capital advance agreements with HUD. These advances will bear no interest and will not need to be repaid, providing that for forty years the projects, funded by these advances, are available to eligible, very low-income elderly persons, and the projects are operated in accordance with Section 202 of the Housing Act of 1959. ` 2019 2018 Capital advance agreement for the Harry & Jeanette Weinberg Senior Residence at Maluhia Housing Project, maturing in March 2036, secured by a first mortgage on -the project's property, rents, profits and income. In the event_ of default, at the option of HUD, the entire amount, including interest at 7.875%, may be due upon demand. Capital advance agreement for the Senior Residence at Kaneohe Housing Project, maturing in January 2042, secured by a first mortgage on the project's property, rents, profits and income. In the event of default, at the option of HUD, the entire amount, including interest at 5.75%, may be due upon demand. Capital advance agreement for the Senior Residence at Kapolei Housing Project, maturing in August 2048, secured by a first mortgage on the project's property, rents, _profits and income. In the event of default, at the option of HUD, the entire amount, including interest at 5.25%, may be due upon demand. Balance forward 20 $ 4,275,011 $ 4,275,011 59478,100 5,478,100 10,745,000 . 10,745,000 $ 20,498,111 $ 20,498.111 Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2019 and 2018 NOTE -H - CAPITAL ADVANCE AGREEMENTS (Continued) Balance carried forward Capital advance agreement for the Senior Residence at, Kapolei 2 maturing in September 2049, secured by a first mortgage on the project's property, rents, profits and income. In the event of default, at the option of HUD, the entire amount, including interest at 4.75%, may be due upon demand. NOTE I - LONG-TERM OBLIGATIONS 2019 2018 $ 20,498,111 $ 20,498,111 3.952,500 $ 24.450.611 3,952,500 $ 24 450.611 PHAC and its Affiliates' long-term obligations as of June 30, 2019 and 2018, are summarized as follows: 2019 2018 Mortgage payable to the City and County of Honolulu with interest accruing at 1% per annum and maturing April 2038. The mortgage is secured by the Manoa Gardens Elderly Housing Project. $ 2,715,664 $ 2,970,216 Mortgage payable to a bank in monthly installments of $10,688, including_ interest at 8.75%, due February 2019. The mortgage is secured by the Lanakila Gardens Rental Project. — 82,544 Second mortgage payable to the City and County of Honolulu. No principal and interest payments are required while the first mortgage on the property is outstanding. Thereafter, monthly payments including interest at 3% per annum shall be due over a ten- year period. The second mortgage is secured by the Lanakila Gardens Rental Project. Note payable to the City and County of Honolulu maturing in December 2071. No principal and interest payments are required while the HUD capital advanceagreement for the Senior Residence at Kaneohe Housing Project's obligation is outstanding. Balance forward 21 1,120,789 1,120,789 900,024. 900.024 $ 4.736:477 $ :5.073.573 9 9 Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Mune 30, 2019 and 2018 NOTE I - LONG-TERM OBLIGATIONS (Continued) 2019 2018 Balance carried forward $ 4,736,477 $ 5,073,573 Mortgage payable to the City and County of Honolulu maturing in Larch 2029. Annual- payments to be made from surplus cash as applicable, bearing no interest. All unpaid principal will be due and payable in March 2029. The mortgage is secured by the Lani Huli Senior Housing Project. 4,669,179 4,669,179 Note payable to the State of Hawaii Rental Housing Trust Fund Commission (RHTF) maturing in September 2061. No principal and interest payments are required during the first two years of the loan. The note bears interest at 1% thereafter and payments on this note will be 98% of the residual receipts of the Senior Residence at Kapolei 2 Housing Project. 308,229 308,229 Note payable to the City and County of Honolulu maturing in October 2044. No principal and interest payments are required while the HUD capital advance agreement for the Senior Residence at Kapolei .Housing Project is outstanding. Only payments allowable on this loan will be from residual receipts, to the extent available, and any such payments will require approval by HUD in advance. 1,711,403 1,711,403 Second mortgage payable to the Hawaii Housing Finance and Development Corporation (HHFDC) maturing in June 2059. No principal and interest payments are required during the first two years of the loan. The note bears interest at 1% thereafter and payments on this note will be 90% of the. residual receipts of the Senior Residence at Kapolei Housing Project. 943.251 943.251 Balance forward $ 12;368,539 $ 12.705.635 22 Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 30, 2®19 and 2018 j NOTE I - LONG-TERM OBLIGATIONS (Continued) 2019 2018 Balance carried forward $ 12,368,539 $ 12,705,635 Note payable to the State of Hawaii Rental Housing Trust Fund Commission (RHTF) maturing in February 2036. No principal and interest payments are required while the HUD capital advance agreement for the Harry. & Jeanette Weinberg Senior Residence at Maluhia 'Housing Project is outstanding. Beginning on the 38th anniversary of the note, the RHTF and PHAC No. 1, Inc. shall negotiate the terms either extending the maturity date or refinancing the principal amount due. 2,585,902 2,585,902 Permanent DURF Loan - Note payable to the HHFDC _bearing interest at 3.00% maturing on July 31, 2071. The loan. requires payments of interest in arrears beginning in 2017 and continuing until the note is paid in full. Payments are limited to 85% of available net cash flows determined on a , calendar year basis. 288,366 . 288,366 Permanent DURF (GO Bond) Loan payable to the HHFDC bearing interest at 0.10% maturing on July 31, 2071. The note requires interest only payments payable annually beginning in 2017 and continuing until the note is paid in full. Payments are limited .to 85% of available cash flow determined on a calendar year basis. 6,838.464 6,838,464 22,081,271 22,418,367 Less current portion 129,500 369,800 $ 21,951.771 $ 22 048.567 The. aggregate maturities of the mortgages payable are as follows: Fiscal Year Ending June 30, Amount 2020 $ 129,500 2021 130,800 2022 132,100 2023 133,400 2024 "i 34,80.0 Thereafter, 21,420.671 $ 23 Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATE® FINANCIAL STATEMENTS June 30, 2019 and 2018 NOTE J - INVESTMENT IN PARTNERSHIPS (1) Kaneohe Elderly Housing Project Limited Partnership - Effective October 15, 1998, the Kaneohe Elderly Housing Project Limited Partnership, a .Hawaii Limited Partnership (KEHPLP) was formed with PHOC as the Operating General Partner of the KEHPLP. The KEHPLP was formed to develop, construct, own and operate a 30 -unit apartment complex as a qualified low-income housing project within the meaning of Section 42 of the Internal Revenue Code of 1986 (IRC) and Section 235-110 of the Hawaii Revised Statues (HRS). The partnership. agreement stipulates that on or after the 15 -year IRC compliance. period, which is expected to be in the year 2015, the limited partner has the option to .require PHOC to purchase the limited partner's interest in the KEHPLP. The option price shall be equal to the federal and state taxes due upon such purchase and the amount of any unpaid shortfall in low-income housing tax credits actually generated by the KEHPLP compared to the tax credits projected at the inception of the limited partnership. (2) Waimanato Kupuna Housing Limited Partnership Effective July 1, 2002, the Waimanalo Kupuna Housing Limited Partnership, a Hawaii Limited Partnership (WKHLP) was formed with PHOC-KAW as the Operating General Partner of the WKHLP. The WKHLP was formed to develop, construct, own, maintain and operate an 86 -unit multifamily apartment complex as a qualified low-income housing project within the meaning of Section 42 of the IRC and Section 235-110 of. the HRS. (3) Paiehua Terrace 2 Limited. Partnership - Effective.July 26, 2002, the Palehua Terrace 2 Limited Partnership, a Hawaii Limited Partnership (PT2LP) was formed with PT2 as the Operating General Partner of the PT2LP. The PT2LP was formed to develop, construct, .own, maintain and operate a 64 -unit affordable apartment complex -as ,a qualified low- income owincome housing project under the meaning of Section 42 of the IRC and Section 235-110 of the NRS. (4) The Courtyards at Mililani Mauka, LLC - Effective September 6, 2005, The Courtyards at Mililani Mauka, LLC, a Hawaii Limited Liability Corporation- (CMMLLC) was formed with Pacific Housing Mililani LLC (PH Mililani) as the Managing Member of the CMMLLC. The CMMLLC was formed to develop, construct, own, maintain and operate a 48 -unit multifamily apartment complex as a qualified low-income housing project Within the meaning of Section 42 of the IRC and Section 235-110 of the HRS. In September 2005, 'PHAC formed PH Mililani and was the sole member of the limited liability company. On. January 1,, 2008, under terms of the operatirig agreement, PHAC admitted Castle. and Cooke_ Homes Hawaii, Inc. (CCHHI) as a limited member and PHAC is the Managing Member. PHAC has an ownership interest of 0.1%o in. PH Mililani and therefore, PHAC accounts for its investment on the equity method. (5) The Courts, LLC = Effective September 6, 2005, The Courts,: LLC, a Hawaii. Limited Liability Corporation (Courts) was formed with PH Lanai as the Managing Member of the Courts. The Courts was formed to develop, construct, own, maintain, and operate a 48 - unit multifamily apartment complex as.a qualified low-income housing project within the meaning of Section 42 of the IRC and Section 235-1.10 of the HEIS. 24 Pacific H®using Assistahoe Corporation and Affiliates NOTES TO CONSOLIDATED. FINANCIAL STATEMENTS June 30, 2019 and 2018 NOTE J - INVESTMENT IN PARTNERSHIPS (Continued) In September 2005, PHAC formed PH Lanai and was the sole member .of the limited liability company. On January 1, 2008, under terms of the operating agreement, PHAC admitted Castle and Cooke Resorts; LL.0 (CCR) as a limited member and PHAC is the Managing .Member. PHAC has 100% ownership interest of PH Lanai and therefore, PHAC consolidates the accounts of PH Lanai in its consolidated financial statements. (6) Kapolei Pacific Limited Partnership - Effective January 12, 2006, the Kapolei Pacific Limited Partnership, a Hawaii Limited Partnership (KPLP) was formed with PKGP as the Operating General Partner of KPLP. The KPLP was formed to develop, construct, own, maintain and operate a 72 -unit multifamily apartment complex as -a qualified low-income housing project within the meaning of Section 42 of the IRC and Section 235-110 of the HRS. (7) matwohai .Pacifc Limited Partnership - Effective November 13, 2007, Malu'ohai Pacific Limited Partnership, a Hawaii Limited Partnership (MPLP) was formed with PMGP as the Operating General Partner of MPLP. The MPLP was formed to develop, construct, own, maintain and operate a 72 -unit multifamily apartment complex as a qualified low-income housing project within the meaning of Section 42 of the IRC and Section 235-110 of the HRS. (6) Senior Residence at fwilei Limited Partnership Effective July 12, 2002, the Senior t Residence at Wlei Limited Partnership, a Hawaii Limited Partnership (SRILP) was formed to construct, own, maintain and operate a 160 -unit multifamily apartment complex as a qualified low4ncome housing project within the meaning of Section 42 of the IRC and Section 235 -110 of the HRS. NOTE K - OTHER COMMITMENTS PHAC and its affiliates secured financing through the City to obtain or develop the rental properties held by them. The financing was obtained through different subrecipient agreements, which restricts the rental of the units to either low to moderate or moderate to gap income persons. NOTE L -REVERSION OF ASSETS On April 15, 1'998, PHOC-TV entered into -subrecipient agreements with the City to receive Community Development Block Grant (CDBG) and HOME Investment Partnerships'- Program (HOME) funds to acquire, renovate and operate the housing units at the Tenney Village Housing Projectas a re- ntallrent-to-own project: The CDBG subrecipient agreement and the' HOW recipient agreement terminate -the earliest of ten years and fifteen years, respectively; from the date of the agreements;. or when the project's income and reserves are not sufficient`to enable the project to -break; even; or when all funds, including reserves, allocated to the project have.been expended.. .25 Pacific Dousing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS �i Juane 30, 2619 and 2018 NOTE L - REVERSION OF ASSETS (Continued) Upon termination of the agreements, PHOC-TV must transfer to the City its right, title, and interest in the housing units, any outstanding rental agreements covering such units, any funds on hand, any accounts receivable attributed to the use of the funds and any real and/or personal property acquired or improved in whole or in part with the funds. NOTE M-- FAIR VALUE MEASUREMENTS The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices. in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows: Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at the measurement date. An active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. `t Level 2 Inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for most of the full term of the asset or liability. Level 2 inputs include: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities that are not active; • Inputs other than quoted prices that are observable for an asset or liability; • Inputs ,that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are unobservable for an asset or liability. The following is a description of the valuation technique used for assets measured at fair value. There have been no changes in the methodology used at June 30, 2019 and 2018. Equity securities: The fair values of equity securities disclosed in level 1 of the hierarchy are comprised. of actively traded, exchange -listed U.S. equity securities. Valuation is based on unadjusted quoted prices for identical assets in active markets that PHAC can access. LM Pacific Housing Assistance Corporation and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2019 and 2018 NOTE M - FAIR VALUE MEASUREMENTS (Continued) The following tables set forth by level, within_ the fair value hierarchy, PHAC's assets at fair value as of June 30, 2019 and 2018. Assets at Fair Value as of June 30, 2019 Level Level Level Total Common stock Electric utilities $ 27.438 $ $ $ 27,438 Assets at Fair Value as of June 30, 2018 Level Level Level Total Common stock Electric utilities $ 1 6 0 $ $ -- $ 21 61 27 SUPPLEMENTARY INFORMATION 28 Pacific Housing Assistance Corporation and Affiliates SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Fiscal Year Ended dune 30, 2019 Federal Grantor/Pass-Through Grantor/Program Title Department of Housing and Urban Development Programs Pass -Through the City and County of Honolulu Community Development Block Grants / Entitlement Grants Loans Total Department of Housing and Urban Development Programs TOTAL EXPENDITURES OF FEDERAL AWARDS Federal Pass -Through Total CFDA Entity Identifying Federal Number Number Expenditures 14.218 F19783(A) $ 2,970,216 F11232 4,669,179 F45929 1,120,789 8,760,184 $ 8,760,184 The accompanying notes are an integral part of this schedule. 441, C) Pacific Housing Assistance Corporation and Affiliates NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Fiscal Year Ended June 30, 2019 NOTE A - BASIS OF PRESENTATION The accompanying schedule of expenditures of federal awards (Schedule) includes the federal grant activities of Pacific Housing Assistance Corporation (PHAC) under programs of the federal government for the fiscal year ended June 30, 2019- This Schedule does not include the expenditures of federal awards for PHOC-Kapolei, PHAC No. 1, Inc., SRK2, and PHOC- ER. This information is separately presented in each respective entity's financial statements for the fiscal year ended June 30, 2019. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements of Federal Awards (Uniform" Guidance). Because the Schedule presents only a selected portion of the operations of PHAC, it is not intended to, and does not present the financial position, changes in net assets, or cash flows of PHAC. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following, as applicable, either the cost principles of Office of Management Budget Circular A-122, Cost Principles for Non -Profit Organizations, or the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. NOTE C - INDIRECT COST RATE PHAC has elected not to use the 10 -percent de minimis indirect cost rate allowed under the Uniform Guidance. NOTE D - LOANS The federal expenditures presented in the schedule for loans are the balances of loans from previous years for which compliance requirements continue. The amount presented in the schedule represents the outstanding balance at the beginning of the year, as required by the Uniform Guidance. At June. 30, 2019, -the outstanding loan balances totaled $8,505,632. 30 a PART II REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTER: 31 N�CPAs, Inc. ACCOUNTANTS_ , I CONSULTANTS 9q9 BISHOPSTREET,_ SUITE 2200 HONOLULU, HAVVAII 96813 T (808) 524-1255F(908)523-2650 INDEPENDENT -AUJITOR 8 REPORT ON. INTERNAL CONTROL OVER FINANCIAL REPPRTIMP AND ON COMPLIANCE ANDOTHER MATTERS BASED ON AN AIiDMOPFIkkkCIAL-STATEMENTS PERFO.R.MED IN ACCORDANCE VW H GOVERNMEMTAUD177MG OTANDARDS To the Board of Directors Pacific HdUsi(9 AtsittandeC r'poraItion - We have audited,, in accordance With- the auditing standards generally accepted in the- ' 4-z __ J auditing - . I - :, � , . - — U n ited St6t6s of -.America a- and the - ' standards applicable to financial audits contained in Govepitnebt Auditing 8tariddrds issued by the Cornot-0116r,'Gbrieral of the United ites, the con financial so Mated fina' ial statements of Padific Housing Assistance Corporation (PH�AC) and Atilliate§ which comprise the -consolidated ateit6mdrit 6ffinancial '000ion _as of June ,30, 2019, and the related consolidated - statements , of activities;, consolidated statements -of-ftficti6n4l eXoeosdt,and cash flowss-forthe-:fiscal year then ended, and ,the relatedrideslo'lhe co6solidat6d financial 61:61:6M601s. and have issued out reoort thereon Juy d "1 '7, 1020. . dated Internal 'Control 0. r Fifi-ah-b-i6l Reporting In Olanning.a-nd performing our audit of the financial statements, we ,considered internal control over financial reporting (internal Control) to , determine the audit procedures that are appropriate in the circumstances for the , .financial1 - dat6meift,but''n for purpose of-expres6irig our 'b" ion on the - consolidated dt Piri the purpose of Okprewn-9 an. poinjoin .on the effectiveness of, PHAc- and- Affiliates't6s, internal control. Accordingly, ..we do not express an opinion on th6'effbibtivOTtess, of. PHAc and Affiliates-' in'ter"niad"contr6l'. ...Ad. ercien,dy-ih.ihItbtr6lcontrol -existsw e' he d6,sidror operation peratio'of a con#rol f'a.cont6l doesnot allowmanagement or-empIdyeeti in the normal course performingassigned functiont, to prevent. or.detect andcorrect, misstatements on `a timely basis: A Material' . weaknessis a d6fciancy, or a combination of d6fdiahciO6,in internai'controi, such`th# thero:is;,a. reasonable possibility that " , ., th. at a ma terial misstatement ,of'the entO1'1s - ,consolidated financial' statements ,Will nPbe prevented detected and, :corrected, onatimejy.bOsis. A significant deficiency a .deficiency, or a combination of.deficiencies;-:in intemai control that= is Iess severe than a. Material weakness, yet -itant enough to ;h&r t atteritioriby-those-ch.arged witih,;governance. 32 N&K,CPAs,Iqc ACCOUNTANTS I CONSULTANTS Our qpnsi, era io-n -of MW661 dor ltpI Was f6If,the li'-mited-purpt se described n thekst paragraph of this- section :and was,-rot4esigned to identify ' Rif defl6aen - cie& in internal control Ih6t might be ri-*404-1 We'a"kness'ei or sighifid6nt, deficiencies'- -,GWn the onse limitations', during. our audit we did',.not identify.any,,de iciencies-, in. internal controf that we coqsider1656,material ,weaknesses; How v6e, material :weaknesses. may exist that have-not. been idiantiiiied., compliance arid'Other Matters As part of obtaining reasonable assurance about whether PHAC and. Affiliates' consolidIa,ted financial. statements_are free from.I terial 'rlis.StOdmeltwe pq-fp'rmp d tests of its' compIianee.with.terain provisionsof laws, regulations,, contracts; :and .grant agreements, nonppnpliande-Mt_. Which- could ha-ve a d..ir.e-c1ta.n.d material-- -effect the determination of consolidated fihanci6l- statement amounts.. However, providing an opinionon -compliance. With t'provisions, ovisio ns, wa . s- Rot objective of our audit, "and accordingly; , , we d _ o' not express such .an opinion. The results of .our tests disclosed. instances of noncompliance other matters, are req4ire_d to be e6.pO rted under Government ..Audifing Standards and Which are 'described ln� Ihe. accompanying sch6du le of find irigsand-questioned costs as item 2019-00.1. Purposp.Report The purpose, of this report t is 'solely '-to =describe the, scope of ':'our legfirig of- 'Internal control- and Ornpli -ftdqand '.ft- results of 'that testih Atid', tt-- 4- fide �no.-p:pcqv 0 qoinioll on ,the, effectiveness of the: entity's internal, control :,or�'on compliance Ths report: is an, integral, P, Ar,t I f 0 -it performed orm, e, "d in, accordance q ncewithG qV M"t Auditing $,topootcs in considering the entity' -.s internal control- and compliance. Accordinglyj this communication " isnot n . ok -suitable for any other'pdr ,pose, NKK SAS, lna Honolulu,:: Hawaii Jul)(7- 20210 '33 0 Km PART III REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL PROGRAM - AND ON INTERNALCONTROIL OVER COMPLIANCE REQUIRE] BY THE UNIFORM GUIDANCE 34 N&K CPAs Ibc., A,,t-�60W`TAN S I CONSULTANTS ,�, 999. BISHOP STREET, SUiTE2200 HONOLULU, HAVYAJ,1,96813 T-(96'8)' 524-2155 1: (908) 5-23-2090 M E. OR iGH-MAJO lNb8i3,-ENbE"N'-T"A'�U.-D-ITOR'SRE-P-OR-T"�6k,"-COPLIMC, JEA' R -FEDERAL PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED 16YTHE 'UNIFORM GUIDANCE To,theBoard of Directors Pacific Housing Assistance Corporation Report on Compliance for Each Maior-FederafProg'ram We have audited, Pacific- Housing. Assistance Corporation's (PHAC')':-compliance .With -the types of compliancerequirements uiterh6rits d"' ' ib d the , OMB QorPPk4nd6Sq,0P1eMeht that q could have- a,direct,andmaterial effedon,170ACs major federal program for .the; fiscal v6ar ended June: 30, 2019. PHAUS major 'federal program is ideltifi6d in the summaryary of auditor'sresults section of the. accompanying sched6leof-brdings and quesfloned costs. Mangge''me0ft. Reton . -, ibilitV, P-- -S atlag pment. responsible for compliance With fedetalstatUtes, (eg'Lifititil q and theteftns is, 0 of".,hLfederal awards apo Program- and,condift' nS ' licableb its ,Auditoes Responsibility Our,responsibilit _gtarn ,y is to express an opinion on mmp.1ia,.na.e of-, OHM' .'s major -federal Oro b6sed on. our audit of the types ;,of complidh66 (eouiterniant§ referred to above. -We _ conducted our.audit-, . l.of compliance in acc.ordande. with auditing standards 'generally. America; the 9taftda ile to' financial audits, accepted, in the United States *,�Arrie rds aaiihcil contained- , . . in Q , ovpmme , nt AuditingI d issued Ae by the _ Comptroller 0 Mera.l of the Standards, requirements. of Titld-ZUS. ode,6FFsdet;41Regu16fi6n4,, aft the'aud&-requitem niied Siateti and U ffidrM dMlhh A 'b 200.1 J)h" h �6`iW Re-q'u'ir-em-1e-hts,', -Cost PfindiP64 and Audit Re'qutremed§:fV Federal Aw (Uniform Q,46666). Thosestandards and ' the Unifom Guidance require Tequq- theitwe plan, and - perform the ,audit obtain reasonable,., assuranceabout whether noncompliance with the itypes of compliance .4 ,6ou t- ftrg-f-ere ( 0:,Jhcould have adirect ant,,naterial'effect6n;.a,m1Jdr i6daai prqgram occurred ,Air .audit includes :;examining,,,on,a test bsis, evid, pe about t PHAG,'s,d6hpliAhd6 With.'t,h_qsq r9qu. rerp hts ,and _performing such other procedUres,as,we-considered necessary. -in the: circumstances. .z35 1 N&K CPAs, Inc. ACCOUNTANTS I CONSULTANTS We believe that our audit provides a reasonable basis for our opinion on compliance for the major federal program. However, our audit does not provide a legal determination of PHAC's compliance. Opinion on Each, Major Federal Program In our opinion, PHAC complied, 'in all material respects, with the types of compliance requirements referred to above that could have a direct and material -effect on its major federal program for the fiscal year ended June 30, 2019. Report on Internal Control Over Compliance Management of PHAC is. responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements. referred to above. In planning and performing our audit of compliance, we considered PHAC's internal control over compliance with the types of requirements that could have a:direct and material effect on its major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for its major federal program and to test and report on internal ,control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of inte mal control over compliance. Accordingly, we do not express an opinion on the effectiveness of PHAC's internal control over compliance. A -deficiency in internal control over compliance exists. when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or .detect and, correct, noncompliance with a type of compliance requirement of a federal program on, a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a. reasonable- possibility that material noncompliance with a type of compliance "requirement of 4 federal program will not be prevented, or detected and corrected; on a timely basis..A significant deficiency in intemal control over compliance is a deficiency, or .a combination of deficiencies, in internal control over compliance with a type of compliance requirement, of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for:the limited purpose, described in the first paragraph of this section and Was not designed 'to. identify ail deficiencies in internal control ;over compliance that might be material weaknesses -or significant `deficiencies. We did, not identify any deficiencies in internal control over compliance that We consider to be material weaknesses. However;, material weaknesses may exist- that have not been identified. ON N&K CPAs, Inc. - ACCOUNTANTS ICONSULTANTS t` The purpose of this report. on internal control over compliance is ,solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. NKK AAs, Ing . Honolulu, Hawaii July 7,2020 37 c SCHEDULE OF FINDINGS AND QUESTIONED COSTS 38 Pacific Housing Assistance Corporation and Affiliates SCHEDULE OF FINDINGS AND QUESTIONED COSTS Fiscal Year Ended June 30, 2019 SECTION I - SUMMARY OF AUDITOR'S RESULTS Financial Statements Type of auditor's report issued on whether the financial statements audited were prepared in accordance with GAAP: Internal control over financial reporting: Material weakness(es) identified? Significant deficiency(ies) identified? Noncompliance material to financial statements noted? Federal Awards Internal control over major federal programs: - Material weakness(es),identified? Significant deficiency(ies) identified? Type of auditor's report issued on compliance for major federal programs: Any audit findings disclosed that are required to be reported in accordance with 2 CFR Section 200.516(a)? Identification of major federal programs: CFDA Number 14.218 Dollar threshold used to distinguish between Type A and Type B programs: Auditee qualified as low-risk auditee? 39 Unmodified yes ✓ no yes ✓ none reported ✓ yes _ no yes ✓ no yes ✓ none reported Unmodified yes ✓ no Name of Federal Program Community Development Block Grants Entitlement Grants $ 750,000 ✓ yes _ no Pacific Housing Assistance Corporation and Affiliates SCHEDULE OF FINDINGS AND QUESTIONED COSTS (Continued) Fiscal Year Ended June 30, 2019 SECTION 11- FINANCIAL STATEMENT FINDINGS Ref. No. Internal Control Findings 2019-001 Replacement Reserve Criteria: Pacific Housing Assistance Corporation and Affiliates' Manoa Gardens Elderly Housing Project's property management firm's `Property Management Services' contract states that it shall open a separate replacement reserve account. A specific amount determined by Pacific Housing Assistance Corporation shall be deposited on a monthly basis by the property management firm into the replacement reserve. All requests for withdrawals from the replacement reserve account must be in writing and supported by invoices showing what was purchased. Condition: During the fiscal year ended June 30, 2019, Manoa Gardens Elderly Housing Project had not transferred $78,875 of the $134,906 in replacement reserve funds that were previously transferred to the operating cash account during the fiscal year ended June 30, 2018. There was no documentation of an authorized withdrawal or invoices supporting the transfer of these funds from the replacement reserve: - { Cause: There was a change in property management. firms during the fiscal year ended June 30, 2018 and the new property management firm did not deposit the replacement reserve balance of $134,906 to re-establish the replacement reserve account when setting up the Project. Effect: During the fiscal year ended June 30, 2019, the property management firm did not adhere to the 'Property Management Services' contract as the remaining $78,875 of replacement reserve funds were not replenished from operating cash. Recommendation The property management firm should adhere to the 'Property Management Services' contract and ensure that the replacement reserve is maintained and that'only authorized withdrawals are made. Views of Responsible Officials and Planned Corrective Action The Project agrees with the 'finding and the recommendation. See Part VI Corrective Action Plan. SECTION III - FEDERAL AWARD FINDINGS AND QUESTIONED COSTS No matters reported. Cfl7 9 WftilkTl SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS 41 M Pack Housing Assistance Corporation and Affiliates STATUS REPORT Fiscal Year Ended June 30, 2018 No prior audit findings, which apply under the current criteria of the Uniform Guidance were noted. 42 CORRECTIVE ACTION PLAN 43 PACIFIC I-IOUSIIG ASSISTANCE CORPORATION. asa x�.Fs aoam srm� �axa�;culsu, x.��� gssa�� s�sasi July 7, 2020 N&K CPAs, Inc. 1001 Bishop Street, Suite 1700 Honolulu, Hawaii 96813 Ladies and Gentlemen: Pacific Housing Assistance Corporation and Affiliates' has reviewed your audit finding and recommendation. We respectfully submit the enclosed corrective action plan for the fiscal year ended June 30, 2019. If there are questions regarding this plan please call Audrey Awaya at (808) 523-5681 ext 690. Sincerely yours, Marvin B. Awaya Authorized Agent 44 The findings from the fiscal year ending June 30, 2019 schedule of findings and questioned costs are discussed below. The finding is numbered consistently with the number assigned in the schedule FINDING - FINANCIAL STATEMENTS FINDING 2019-001 Replacement Reserve Recommendation: Manoa Gardens Elderly Housing Project's property management firm should adhere to the 'Property Management Services' contract and ensure that the replacement reserve is maintained and that only authorized withdrawals are made. Action Taken: Manoa Gardens Elderly Housing Project's property management firm will begin monthly transfers from operating cash in order to replenish the remaining replacement reserve balance of $78,875 during January 2020. Contact person: Audrey Awaya (808) 523-5681 ext. 690 Anticipated Completion Date: On-going 45 c. Description of firm's experience in performing work of a similar nature, understanding of the market and ability to provide the service requested in ,*la.- the RFP. Describe the proposed development team's experience successfully financing, developing, completing, and managing other projects of similar scale and complexity including the roles and responsibilities of each proposed development team member for those projects. Pacific Housing and its development team is highly experienced in successfully developing, constructing, designing, engineering and financing, and managing other housing projects of similar scale and complexity. Development team qualifications and prior experience are as follows: • Pacific Housing Assistance Corporation - Developer/Proposer Over Pacific Housing's 40 -year history, the corporation has developed or assisted other organizations develop nearly 60 projects totaling 1,851 housing units valued at approximately $312 million for very low, moderate and gap income families, the elderly and persons with special needs. Pacific Housing developed and owns directly or through affiliated entities 14 rental projects of 939 senior and family apartments valued at $224 million. raw In Section d. that follows we detail our successful experience in performing work of a similar nature. Section d describes two workforce housing projects the we developed and one workforce housing project that we served as the owner's development manager. Section d further details seven rental housing projects that are similar in nature to the proposed Kamakoa Nui project. �Ww Pacific Housing's qualifications are included in this section. • Moss Construction - General Contractor Moss Construction is the general contractor who will install the site improvements, construct the residential buildings, community room, and the on-site amenities planned for the project. Formed in 2004, Moss is a national construction company with a strong presence in Hawaii. Moss has experience in constructing multifamily residential housing similar to the proposed Kamaloa Nui project and in Hawaii, has successfully participated in the development of seven multifamily rental housing projects similar in scope to the proposed project. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 6 Moss has a good working relationship and has collaborated with Design Partners Incorporated on the 120 unit The Kawahine Village rental project on Maui. The team in Moss' Hawai'i office has deep roots in the community. Its employees have lived and worked across the islands for over 30 years. Moss isn't just building structures; it is helping to build communities. With the completion of every project it adds to the fabric of a community, affecting people and impacting lives it will touch. So, it's only natural that Moss remains dedicated to these communities long after the work is done. Projects that Moss has built or in construction in Hawaii include: • Kalani Gardens —119 Affordable Multi -Family Units on Oahu o Heather Weddle (808) 630-5671 • Kapolei Lofts — 499 Multi -Family Units on Oahu o John Wallenstrom ionw@alaka-i.com (808) 223-9767 • Kaneohe Marine Base Phase 6 — 260 Multi -Family Units on Oahu o James Ramierz aames.ramirez@huntcompanies.com (808)469-1545 • Kamana Elderly — 62 Affordable Senior Multi -Family Units on Hawaii Island o Delene Osorio delene@bigislandhousing.com (808) 345-5445 • Kawahine Village —120 Affordable Multi -Family Units on Maui o Jeffrey Nagashima ieffnagashima@gmail.com (808) 286-7229 • Hale Makana O Mai'ili — 52 Affordable Multi -Family Units on Oahu o Kali Watson 6kali9@gmail.com (808) 282-5991 • The Element — 318 Multi -Family Units on Oahu o John Wallenstrom ionw@alaka-i.com (808) 223-9767 Moss provides preconstruction and construction solutions built on solid foundations. Through its experience there is a direct correlation between Moss' early involvement and increased cost savings for projects. Moss proactively maintains the flow of information to keep all stakeholders fully engaged throughout the process. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 7 Moss's full qualifications are included in this section. • Design Partners, Incorporated — Project Architect Design Partners Incorporated (DPI) will provide the full range of architectural design services for the project. This highly experienced firm was established in 1979 and has designed 28 residential low rise multifamily projects and 18 residential high rise affordable, gap and market rate projects in Hawaii. Pacific Housing and DPI have collaborated on 5 multifamily rental housing projects since 1992. The earliest project was Captain Cook Elderly a 20 unit senior rental housing development on the island of Hawaii. Pacific Housing was the development consultant for Captain Cook Elderly. The following 4 projects were developed by Pacific Housing and designed by DPI: The Courts: 48 one and two-bedroom low rise apartment complex on Lanai financed through the State of Hawaii Housing Finance and Development Corporation (HHFDC) Federal and State Low Income Housing tax credit program and private financing. The Courtyards at Miliani Makua: 48 one and two bedroom low rice apartment development located on Oahu, financed through the HHFDC Federal and State Low Income Housing tax credit program and private financing. The Villas at A'eloa: 72 one and two bedroom apartments financed in part through the HHFDC Federal and State Low Income Housing tax credit program, HOME Program funds and private financing. The Villas at Malu'ohai: 72 one and two bedroom apartments financed in part through the HHFDC Federal and State Low Income Housing tax credit program, HOME Program funds and private financing DPI's qualifications are included in this section. • Sam 0. Hirota - Civil Engineer Sam 0. Hirota, Inc. (SOH) is a civil engineering and land surveying firm who will be providing their services for the proposed project. SOH was the prime civil engineering and surveying consultant for the original Kamakoa Nui Workforce Housing. The site development project was a design build with Isemoto Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 8 Constructing Co., Ltd. as the general contractor, and Wasa Electrical Services, Inc. as the site electrical contractor. SOH was responsible for the planning, permitting, construction documents for the current subdivision including the topographic survey and subdivision mapping SOH'squalifications are included in this section. • Planning & Environmental - PBR Hawaii, Inc. & Daryn Arai LLC PBR Hawaii Inc. Pacific Housing's planning consultant will be responsible for preparing and filing the Environmental Assessment Finding of No Significant Impact with the County of Hawaii Office of Housing and Community Development. Daryn Arai LLC will be PBR's sub -consultant based on the Island of Hawaii. PBR and Daryn Arai LLC will prepare the application for 201-H zoning and land use exemptions and will processing the application through the appropriate County agencies, consult with community groups and individuals if necessary and through the Hawaii County Council for approval. PBR was a member of the original Kamakoa Nui workforce housing project's development team headed by UNIDEV and contributes a wealth of PBR and Daryn Arai LLC's qualifications are included in this section.. • d Uno and Associates — Cost Estimator J. Uno and Associates is providing the construction cost estimate required by this RFP. The firm is experienced in estimating multifamily housing projects Pacific Housing has utilized J Uno's cost estimating services for past rental housing projects. J. Una and Associate's qualifications are included in this section. • Hunt Capital Partners — Financing Hunt Capital Partners will syndicate the Federal and State low income housing tax credits anticipated for the project. HCP has invested in 14 different affordable developments containing 919 units on the islands of Maui, Hawaii and Oahu. HCP has worked with Hawaii based and mainland investors in placing both the federal and state low income housing tax credits generated by these developments. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 9 Although this is Pacific Housing's first experience with HC P, we are experienced in working with other national and regional tax credit syndicators. Pacific Housing partnered with AIG SunAmerica, Hlghridge Costa (formerly Simpson Housing Solutions) and WNC & Associates who syndicated low income housing tax credits for eight rental housing projects developed by Pacific Housing. Hunt's qualifications are included in this section. Hunt's Letter of Intent to finance the project is included in section 2. C. e. • Bank of Hawaii Bank of Hawaii will be the purchaser of bonds issued through the State of Hawaii's Hula Mae Multifamily bond program. Proceeds will be used as construction and permanent project financing. Bank of Hawaii has financed the land acquisition, construction and permanent loans for four of Pacific Housing's prior rental housing projects and is an equity limited partner in one of the four projects. Bank of Hawaii's qualifications are included in this section. Hunt's Letter of Intent to finance the project is included in section 2. C. e. • Takushi Wong Lee & Yee, Dickson C. H. — Legal Counsel Dickson C. H. Lee of Takushi Wong Lee & Yee (TWLY) will serve as the Pacific Housing's legal counsel for the Kamakoa Nui development. As legal counsel, TWLY will be involved in the review, drafting or approval of all project related legal documents including: development agreement, site option agreement, land lease, easements, bond and other loan documents, contracts and partnership agreements. Dickson C.H. Lee's qualifications are included in this section. Pacific Housing has a long history of working with TWLY dating from 1989 and has used the firm as legal counsel for the majority of its housing developments. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 10 • N&K CPAs Inc. - Audit, Tax & Accounting N&K CPAs Inc. willP rovide financial audits and tax and accounting consulting services for the proposed project. N&K is one of the few local accounting firms that have the knowledge and expertise in working with Federal and State Low Income Housing Tax Credit Program, Hula Mae Multifamily Bond Program and other Federal State and County government housing programs. N&K has been part of Pacific Housing's development team for over 20 years. N&K's qualifications are included in this section. Their qualifications include a listing of their participation in 14 similar rental housing projects developed by three local developers. • Property Management Firm — To be determined. Pacific Housing will select the most appropriate property management firm to manage Kamakoa Nui project at a later date. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 11 Im 0 L A Md PA 00 I --' PACIFIC HOUSING ASSISTANCE CORPORATION 888 IWILEI ROAD • SUITE 200 • HONOLULU, HAWAII 96817 TEL (808) 523-5681 FAX (808) 523-1282 CORPORATE PROFILE Pacific Housing Assistance Corporation was formed on February 26. 1980 as a statewide, private non-profit housing corporation. Since its inception, Pacific Housing has focused its energies and resources on the development of housing opportunities for low, moderate, and gap group income households in Hawaii. To achieve this goal, Pacific Housing has developed and rehabilitated housing and provided consulting, research and planning services to public and private agencies with similar housing goals. Pacific Housing's projects and activities have resulted in the development of homeownership housing, rehabilitation of existing housing and the creation of rental housing opportunities for low and moderate income families and persons with special needs. Over the past 40 years, Pacific Housing has developed or assisted other organizations develop 1,851 housing units valued at approximately $312 million for very low to moderate income families and persons with special needs. Pacific Housing currently manages the development of a variety of projects located statewide that are in various stages of development. A list summarizing the corporation's completed and current projects is attached. Pacific Housing owns directly or through affiliated entities 14 projects of 939 senior and family apartments valued at $224 million. The full-time staff of Pacific Housing includes an Executive Director, Administrative Assistant /Bookkeeper, Senior Project Manager, Project Manager and Asset Management Director. The corporation is governed by a volunteer Board of Directors from Oahu and the Neighbor Islands. RENTAL HOUSING PROGRAM Pacific Housing developed and owns Lani Huh, an 80 unit elderly housing project in Kailua. Oahu, Lanakila Gardens, a 28 unit apartment complex in Palama, Oahu for low and moderate income families, and the Harry and Jeanette Weinberg Senior Residence at Maluhia. a 40 unit project in Alewa Heights, Oahu, for very low income frail elderly. The corporation also acquired and operates 39 units for low and moderate income elderly households at the Manoa Gardens senior housing project. With the exception of Weinberg Maluhia, all of the aforementioned projects utilized Community Development Block Grant (CDBG) funds for construction and "silent" second mortgages Lanakila Gardens received a mortgage loan from Continental Mortgage of Seattle ("Fannie Mae" loan) and Lani Huli a permanent loan from the Hawaii Community Reinvestment Corporation. These permanent mortgage loans repay a portion of the CDBG funds utilized by Pacific Housing to develop the projects. The Weinberg Maluhia project was financed by the U.S. Department of Housing and Urban Development Section 202 program, the Hawaii Rental • •.. Housing Trust Fund. and an "Affordable Housing Program" grant from the Federal Home Loan Bank of Seattle. The project provides affordable rental housing in urban Honolulu for frail elderly persons earning no more than 50% of the median income for Honolulu. Support services for the frail elderly residents are provided by the Maluhia PACE Program located adjacent to the project. The Senior Residence at Kaneohe is a 75 -unit affordable apartment complex located along Kamehameha Highway in Kaneohe town. The project is the first of its kind in the nation to use a financing combination of HUD Section 202, CDBG, HOME, Hawaii Rental Housing Trust Fund Program, and Low Income Housing Tax Credits. Construction of Senior Residence at Kaneohe was completed in December 2000 In June 1999,Pacific Housing acquired and renovated 35 two and three-bedroom single-family homes in Tenney Village. Part of the City's Ewa Villages master planned community, families earning no more than 80% of the median income for Oahu will have the opportunity to purchase the homes under a rent -to -own program administered by Pacific Housing. Phase II of the project. completed in December 1999, involved the acquisition of an additional 12 two and three-bedroom homes from the City. Construction of Kulanakauhale O Maluhia Na Kupuna (Waimanalo Kupuna Housing) project, an 86 -unit senior community was completed in 2002. Financed with a combination of loan and equity funds from the State Department of Hawaiian Home Lands, Low Income Housing Tax Credits and Hawaii Rental Housing Trust Fund Program, the complex will be the first in the State of Hawaii that will provide affordable rental housing for native Hawaiian seniors. Page 2 Palehua Terrace 2 includes 64 two and three bedroom affordable apartments for families earning at or below 60% of the median income established for Oahu. Intended for larger families, each apartment includes a washer and dryer, a convenient amenity not typically included in similar developments. The development was financed with loans from Ali the State Rental Assistance Revolving Fund Program, Rental liftHousing Trust Fund Program, City and County of Honolulu HOME Program, Bank of Hawaii, and Enterprise Mortgage Investments, Inc. and equity generated by the syndication of Low Income Housing Tax Credits. Senior Residence at Iwilei is an affordable housing complex for rent to low- and very low-income elderly households of at least 62 years of age, earning up to 50% and 60% of median household income. The improvements consist of a 15 -story high rise tower containing • 146 1 -bedroom (576 to 710 square feet) and 14 2 -bedroom units (821 to 830 square feet) for a • Total of 160 units. Also included is space for adult day wellness center ("Live Well at Iwilei" a venture of Kahala Nui) and office space for private, nonprofit entities, and 166 on-site parking stalls in a separate parking structure. Common laundry facilities and passive recreational space is provided on the 3rd floor of the residential tower. The project was financed using a combination of State (Dwelling Unit Revolving Fund and General Obligation and Multi -Family Housing Revenue Bonds, and tax credits Federal (Federal tax credits), County (Community Development Block Grant), and private (Federal Home Loan Bank of Seattle, investor equity) financing sources. Construction I Permanent FINANCING $ 69,506,000 $ 69,505,000 Developers (Sponsor) Equity 250,000 0 Dwelling Unit Revolving Fund (HHFDC) 4,466,000 4,491,000 Multi Family Revenue Bonds 33,000,000 11,500,000 Hawaii General obligation Bonds 26,000,000 26,000.000 Investor Equity (Low Income Housing Tax Credit 0 24,307.000 Fed. Home Loan Bank of Seattle 650,000 900,000 Community Development Block Grant (City) 2,307,000 2,307,000 Developer Deferred Fee 1,500,000 0 Deferred Reserves 1,333,000 0 Page 3 SALES PROGRAM Pacific Housing's completed its first two homeownership developments in the mid -80s. Ho'akea Subdivision, completed in 1986, is a 152 unit single-family community located in Ewa, Oahu. and includes two, three and four bedroom "expandable" fee -simple homes Purchase prices in the subdivision ranged from $65.000 to $80,000. Kilauea Estates.. a 49 -unit single-family fee -simple subdivision located on Kauai, is the corporation's third for - sale development. Completed in 1998, Kilauea Estates was constructed with loan funds from the County of Kauai _.._.. �. Paku'i Housing Program. The Paku'i Housing Program was established in 1992 with federal emergency disaster funding granted to _ x the County in the _ aftermath of� Hurricane Iniki. Three single -story, three-bedroom, two - bath models with sales prices ranging from $159,500 to _ $161,900 were sold to families earning at or below 80% of the median income for Kauai. The project also included a two-story, three-bedroom two -bath model for $178,000. CONSULTANT SERVICES Pacific Housing provides housing consultant and project management services to public and private agencies. Other services performed by the corporation include project feasibility analysis, technical assistance, housing policy evaluation, planning and research, and Federal wage and labor standards compliance. Pacific Housing assisted other organizations develop nearly 700 affordable housing units valued at approximately $71.8 million for low income families, the elderly and disabled Past and current nonprofit clients include- The Salvation Army, Association for Retarded Citizens of Hawaii, Big Island Housing Foundation, Mental Health Kokua, Lokahi Pacific, Kauai Economic Opportunity, Hale Mahaolu, Hilo ARC, ILWU, West Hawaii Housing Foundation, Steadfast Housing Development Corporation, Independent Living Waipahu and Unity House, Incorporated. Page 4 BOARD OF DIRECTORS Pacific Housing Assistance Corporation Daniel Ishii Retired President Fmr. Associate Vice President for Research, Office of the Vice (Oahu) President for Research, University of Hawaii; Nadine Nakamura State Representative, State of Hawaii Vice President Majority Whip, Vice Chair, Human Services & Homelessness (Kauai) Member, Finance Committee Fmr. Managing Director, County of Kauai & Council Member Principal, NKN Project Planning Carl Takamura Retired Secretary/Treasurer Fmr. Chief of Staff; U.S. Representative Mazie Hirono (Oahu) Fmr. Hawaii State Representative, Hawaii State Legislature Fmr. Executive Director, Hawaii Business Roundtable Don Fujimoto Retired Director Fmr. Vice President Dowling Company, Inc. (Maui) Fmr. Vice President Amfac/JMB Maui Real Estate Division Rochelle Lee Gregson Fmr. Chief Executive Officer, Honolulu Board of Realtors Director (Oahu) Amy Hirano Public Outreach Manager, SSFM International Engineering (project Director management, planning, and construction management) (Oahu) Collin Hoo Associate, Trinity Investment Director (Oahu) Director Vacant (Hawaii) a Page 5 Pacific Housing Assistance Corporation (W Owned Projects S Affiliated & Limited Liability Corporations Corporation Type No. of Units Value PHAC No. 1 (Weinberg Senior Senior Housing; HUD 202 40 $7,750.000 Residence at Maluhia Pacific Housing Assistance Multifamily; CDBG 28 $2,500,000 Corporation; Lanakila Gardens Pacific Housing Assistance Senior Housing; CDBG 80 $7,000,000 Corporation; Lani Huli Pacific Housing Assistance Senior Housing; CDBG 39 $5,600,000 Corporation; Manoa Gardens _ Pacific Housing Oahu Corp. Senior Housing, HUD 202, 75 $12,200,000 (Senior Residence at Kaneohe) LIHTC, RHTF Pacific Housing Oahu Corp. — Senior Housing; LIHTC, Kupuna at Waimanalo RHTF, DHHL, OHA, FHLB, 86 $11,472,000 Private Loan Pacific Housing Oahu Corp. — Single -Family Rental; CDBG 47 $9,754,000 Tenney Village Palehua Terrace 2, LLC Multifamily; LIHTC, RHTF, 64 $12,335,800 HOME, Private Loan Pacific Housing Oahu Corp. Senior Housing; HUD 202; 60 $13,495,000 Kapolei Residence(Phase 1) RHTF, HOME Pacific Housing Mililani LLC Multifamily; LIHTC, Private 48 $10,800,800 Loan Pacific Housing Lanai LLC Multifamily; LIHTC, Private 48 $10,470,000 Loan Pacific Kapolei GP, LLC (A'eloa) Multifamily; LIHTC, HOME, 72 $20,100,000 Private Loan Senior Residence at Kapolei 2 Senior Housing; HUD 202; 20 $4,952,500 (Phase 2) RHTF, HOME Malu'ohai Pacific GP. LLC Multifamily; LIHTC, HOME, 72 $26,139,300 Private Loan Senior Housing; LIHTC, Senior Residence at Iwilei HMMF Bonds, RHTF, CDBG, 160 $69.500,000 FHLB, GO Bonds TOTAL 939 $224,069,400 Page 6 DD r" S S D -UDS> D D S 'O D D 7C o x -0 (n C) 0 v (o w iD m050m n v 3 m�o (v O n> X 0 a m w 0 3 2 0 (" O O OO O Z C (D W O(D O oci 0 O C Cz PO C =S = o w m O N 0 m G) 3 m o O Or G) 0) g_ O S C 2 I or CD O a0i o p O= O D CL -U n c 3 c c a v ? a 3 S O 3� O O cD Q) W. CD O (n N n = C c G) (D (3n c) O CCD co co m 3 N to O 3 (p (o (fl O � G) G) .. fn CL U) G) N (3D � � G) 7 C O (D CA O cfl O O (D (O � -a a N S2o m m M n o a Ca m M O (DD 3 ((D N m kIMOD3 m m W Z 3 - 3 a 3 r. 3 .. 3 OL r. 3 o o co 0 (D 0 o (D o x o o X o o x o 0 (QD (°DD (OD 0) (v A w N C� 3-n= 2 2 2 0 3 2 0 2 ST0Sg-S O O Z C C C C O C C O C Cz PO C =S co ) T K O a D N O N O N O N 0 o N G) co +G) o N CA Or G) 0 G) O D D D A? 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E CD 7 2 % CL m % J % E 0 E § 0 CD \ / / 3 \CL cr § \ 0 0 \ § ? k ƒ 2 U:) 7 \ � D � CD About Moss Moss combines uncompromising integrity, creative solutions, and spirited perseverance to bring the vision of the project to life—tackling the hard questions and construction challenges with passion and confidence. Moss believes every project is first and foremost about genuine, transparent relationships with the project stake holders. Moss is a family-owned business—built on a foundation of longstanding partnerships and unwavering trust. Its national experience includes a diverse portfolio of landmark projects— from urban high-rises to major league sports arenas to solar fields. Putting its entrepreneurial spirit to work across all areas of construction management, general contracting, design -build, and public-private partnerships. The team in Moss' Hawai'i office has deep roots in the community. Its employees have lived and worked across the islands for over 30 years. Moss isn't just building structures; it is helping to build communities. With the completion of every project it adds to the fabric of a community, affecting people and impacting lives it will touch. So, it's only natural that Moss remains dedicated to these communities long after the work is done. Projects that Moss has built or in construction in Hawaii include: • Kalani Gardens –119 Affordable Multi -Family Units on Oahu o Heather Weddle (808) 630-5671 • Kapolei Lofts – 499 Multi -Family Units on Oahu c John Wallenstrom ionw@alaka-i.com (808) 223-9767 • Kaneohe Marine Base Phase 6 – 260 Multi -Family Units on Oahu o James Ramierz iames.ramirez@huntcompanies.com (808) 469-1545 • Kamana Elderly – 62 Affordable Senior Multi -Family Units on Hawaii Island o Delene Osorio delene@bigislandhousing.com (808) 345-5445 • Kawahine Village – 120 Affordable Multi -Family Units on Maui o Jeffrey Nagashima ieffnap,ashima@gmail.com (808) 286-7229 • Hale Makana 0 Mai'ili – 52 Affordable Multi -Family Units on Oahu Kali Watson 6kali9@gmail.com (808) 282-5991 • The Element— 318 Multi -Family Units on Oahu o John Wallenstrom ionw@alaka-i.com (808) 223-9767 Moss provides preconstruction and construction solutions built on solid foundations. Through its experience there is a direct correlation between Moss' early involvement and increased cost savings for projects. Moss proactively maintains the flow of information to keep all stakeholders fully engaged throughout the process. Preconstruction and operations work in tandem to provide realistic expectations on what actually works in the field. This helps to avoid costly changes while keeping the project on budget and on schedule. Moss preconstruction services include: • Interim cost estimating • Value engineering • life cycle costing • Constructability and peer reviews • Risk management • Procurement During the construction phase, Moss' entrepreneurial management style is hyper responsive, and its experienced team thoughtfully navigates unforeseen weather conditions, material and delivery delays, or worker shortages to deliver the project on time. Much like in preconstruction, constant communication during construction and post construction is essential. All stakeholders are engaged and involved every step of the way. Select services include: • Logistics planning • Scheduling • Quality and risk control • Project turnover • Warranty documentation During preconstruction, integrated modeling increases collaboration between disciplines to identify potential design conflicts, eliminating costly changes in the field. • Design model coordination • 3-D visualization • Quantity take -offs • Logistics planning • Site scanning During construction, Moss' project management systems enable real-time collaboration between the office, field, and all stakeholders to reduce waste and errors. • Prefabrication planning • RFID tracking of personnel, equipment, and materials • Robotic lay -out 0 Model validation k6w, The goal is to get the job done the right way, the first time. Every project is unique and it's the way Moss manages the challenges and mitigates the risks that makes it different and enables them to exceed stakeholders' expectations. From the well-established office in Oahu, to honoring its relationships with local subcontractors and local governing agencies, Moss is ready to work collaboratively with passion and vision, for Kamakoa Nui. Moss & Associates Project Organization Moss will be leading the design -assist team to leverage each team member's strength, working in concert with Pacific Housing Assistance Corporation (PHAC) and Design Partners Inc (DPI). DPI and Moss have collaborated on several projects and are currently working on the UH Foundation's Atherton Student Housing and Innovation & Entrepreneurial Center. Doug Rogers, Moss' Hawaii Vice President, will provide executive oversight and support for the project. He has been involved in several Oahu multi -family housing projects and most recently completed a 124 - unit affordable housing project on Maui—the Kawahine Village, a DPI designed development. Doug will be involved in the project management and operations from design to construction. Evan DeHart, Moss' Project Manager, will manage the contractor's design -assist effort. Evan DeHart is based on the Big Island and has completed many multi -family housing projects with Moss. He is sensitive to the needs of this project being an affordable workforce housing development. Moss' Hawaii portfolio of work has a major focus on multi -family low-rise construction. With affordable housing a much-needed commodity in Hawai'i, Moss is proud to help fulfill that need. It's by leveraging its people's skills/talent and working together with all stakeholders that Moss is able to create great buildings, great relationships, and build communities through those projects. M Project Details Residential 603,092 SF 114. Three -Story Buildings 1499 Units 160,000 SF of Tuck Under Garage Space 125 Different Unit Types Comprised of One Bedroom Efficiency One Becroom Two Bedroom and Three Bedroom Units I Average SF per Unit Ranges from 703 SF to 1.298 SF I ADA Mobility Features I Cement,tious Siding on Light -Gauge Steel Framing and Post -Tension Concrete Slab on Grade Location Kapolei, HI Completion Date July 2016 Project Budget $77 Million Delivery Method Construction Manager at -Risk Owner Forest City Kapolei Apartments, LLC Architect KTGY Group. Inc. r 6 MC )SS N N Project Details: Residential, Military Housing 67,345 SF 1 100 Units I Conversion of the Original 200 Units into 100 1 Bed/Bath Rental Housing Apartments Location Kataeloa. HI Completion Date June 2015 Project Budget $9 Million Delivery Method Construction Manager at -Risk Owner Hunt Development Group, LLC Architect Hawaii Architecture, LLP MC )SS "M Project Details: Residential, Affordable Housing 88,838 SF I Six buildings 1 119 Units 13- and 4 -Story I Occupied Renovation Location Delivery Method Mititani, HI Construction Manager at -Risk Completion Date Owner February 2016 EAH Housing Project Budget Architect $7 Million CDS International MUSS I Project Details'. Residential, Military Housing 261.000 SF 1 260 New Mutti-family Homes 164 Four -plea, 3 -Bedroom Units 1 196 Duplex. 3- & 4 -Bedroom Units Location Kailua, HI Completion Date January 2018 Project Budget $71 Millon Delivery Method Construction Manager at -Risk Owner Ohana Military Communities. LLC Architect Woodley Architectural Group MOSS CEJ Project Details Residential 39,899 SF I Six, 2 -Story Residential Apartment Buildings 1 52 Units I Resource Center 1 Central Park I Picnic Area I Solar Photovoltaic System I Parking Location Delivery Method Wa anae, HI Construction Manager at -Risk Completion Date Owner October 2020 Laulima Matti LP Project Budget Architect $14 Million Architects Hawaii law MC?SSS Project Details: Residential 140.789 SF 1 120 Units 12 and 3 Bedroom Mutts -Family Homes 1 19, Two -Story Residential Apartment Buildings 12 Laundry Buildings 12 Tot Lots I Community Center I Irrigation Well I 10,000 Galton Irrigation Storage Tank I Transfer Pump Building I 6,000 Gallon Break Tank 1150,000 Galton Water Storage Tank I 1,000 Gallon Diesel Storage Tank I Water Booster Pump and Generator Building I Designed for LEED Gold Certification Location Kihei. HI Completion Date April 2020 Project Budget $49 Million Delivery Method Construction Manager at -Risk Owner UHC Communities Architect Design Partners Incorporated �W, Project Details Residential 356.391 SF 13 Stories 113 Buildings 1 318 Rental Apartment Units I Related Common Areas 13 Clubhouse Buildings I Ma,ntenance Office Building 1 600 Parking Spaces Location Ewa Beach, HI Completion Date December 2020 Project Budget $82 Milkon Delivery Method Construction Manager at -Risk Owner Ataka i Apartments I LP Architect KTGY Group Inc. MC )SS 14 Project Details: Residential 118.000 SF 1 184 Units 1321 Beds I Renovation of an existing 3 -story building and the addition of two wings rising six stories high I New Uses include student study- innovation center and student housing units Location Honolulu, Hi Completion Date March 2023 Project Budget $51 Million Delivery Method Construction Manager at -Risk Owner Hunt Development Group LLC Architect Design Partners Incorporated Michael Goshi AIA, NCARB Founding Partner & Master Planner RELEVANT PROJECTS 7000 Hawaii Kai, Oahu, Hawaii Kama'ole Grand, Maui, Hawaii The Flats at Pu'unui, Oahu, Hawaii Rice Camp Senior Housing, Phase 1, Lihu'e, Kauai, Hawaii Rice Camp Senior Housing, Phase 2, Lihu'e, Kauai, Hawaii Pa'anau Village, Phase 1 & 2, Kauai, Hawaii Hale Makana o Nanakuli, Nanakuli, Oahu, Hawaii Riverside Apartments, Hilo, Island of Hawaii The Villas at Aeloa, Oahu, Hawaii Kealaka'i at Kapolei, Oahu, Hawaii Nohona II & III at Kapolei, Oahu, Hawaii Destiny at Mililani Mauka, Oahu, Hawaii (wNohona at Mililani Mauka, Oahu, Hawaii REGISTERED ARCHITECT Hawaii (Registration No. 5402), 1983 Guam (Registration No. 291), 1993 NCARB (Registration No. 61440) PROFESSIONAL AFFILIATIONS Hawaii Community Development Authority, Prior Board Member and Chairman National Council of Architectural Registration Boards (NCARB), Member American Institute of Architects (AIA), Corporate Member EDUCATION University of Hawaii at Manoa, Bachelor of Architecture, 1980 Michael Goshi is a Founding Partner and Senior Principal of Design Partners Incorporated (DPI), and directs the overall feasibility, design and quality control for the firm. His experience includes planning, architectural design and production of large-scale residential communities, resort and commercial projects; and civic, institutional and educational complexes. A special focus of Mr. Goshi is the planning and design of residential projects with involvement on development teams responsible for the completion of over 25,000 residential units in Hawaii, Micronesia and the Pacific Rim countries. Mr. Goshi's architectural vision and passion for design has influenced the urban skyline in Hawaii. His high-rise projects include Waihonua at Kewalo (2014), The Collection at Kaka'ako (2017), 7000 Hawaii Kai (2017), Kapi'olani Residence and Prospac Tower, both in progress. All include a mix of residential, retail and commercial uses. Mr. Goshi utilizes many cutting edge technologies for solar heat reduction, prefabricated kitchen and bath units, among other energy and cost saving ideas. Mr. Goshi was responsible for the design of 400 and 440 Keawe, a 6- story residential loft style mid -rise, blending retail and various residential product types seamlessly into the urban streetscape of Kaka'ako. His resort and hospitality design work includes Kuki'o Beach Club on the Big Island of Hawaii, Westin Princeville Ocean Resort on Kauai, Kanani Wailea in Maui, the Westin Ka'anapali Ocean Resort Villas in West Maui (American Resort Developers Association Project of the Year) and the Coconut Plantation at Ko Olina Resort (Gold Nugget Residential Project of the Year). Community planning projects include Mililani / Mililani Mauka (All America City Award), Kapolei Villages 1, 2, 3 and 6, Makakilo, Koa Ridge Makai and Waiawa Ridge. The Hawaii Community Development Authority is a Hawaii State entity which oversees the planning and regulation of the redevelopment of Kaka'ako. As its former chairman, Mr. Goshi facilitated the growth and redevelopment of this economically and culturally sensitive coastal area adjacent to the urban core of downtown Honolulu. Mr. Goshi is also certified in value engineering and monitors construction cost estimating for the firm. DESIGN PARTNERS I N C O R P O R A T E D ',411111111111. Clarissa Santoki AIA, LEED AP Associate RELEVANT PROJECTS Waihonua at Kewalo, Oahu, Hawaii The Collection, Oahu, Hawaii 7000 Hawaii Kai, O'ahu, Hawaii' Azure Ala Moana, Oahu, Hawaii Kamalani at Kihei, Maui, Hawaii Koa Ridge Single Family Homes, Oahu Kikaha at Wehilani, Island of Hawaii Makana Kai at Wehilani, Island of Hawaii Napili Villas, Maui Kanani Wailea, Maui Kuki'o Resort & Beach Club, Island of Hawai'i Coconut Plantation, Ko Olina Resort, Oahu, Hawaii Wailea Fairway Villas, Maui, Hawaii Koa Ridge Master Planning, Oahu Waiawa Master Planning, Oahu REGISTERED ARCHITECT Hawaii (Registration No. 10368), 2001 PROFESSIONAL AFFILIATIONS American Institute of Architects (AIA), Member SPECIALIZED TRAINING LEED Accredited Professional EDUCATION University of Hawaii at Manoa, Bachelor of Architecture, 1994 Punahou School, 1989 Clarissa Santoki is an Associate and Senior Project Architect at Design Partners Incorporated. Her experience includes planning, architectural design and project management of various residential developments. With expertise in all aspects of design, from conceptual land planning and schematic design to cost estimating and value engineering, Ms. Santoki has a broad understanding of the design process which enables her to meet clients' needs. Ms. Santoki's projects range from custom homes to large projects such as production -build subdivisions and residential high-rises. Currently, she is the project manager for Koa Ridge Phase I, including the single-family, duplex, and mult-family projects. Recent experience Includes project management for Waihonua at Kewalo, a 43 -story, 341 -unit upscale highrise condominium for A&B properties in Kaka'ako, and Kamalani, a 600 + residential subdivision in Kihei, Maui. Other projects include Kikaha at Wehilani in Waikoloa, Hawai'i and Kanani Wailea on Maui. She has also been involved with many residential projects in Mililani Mauka, Royal Kunia, Kapolei, and West Maui, as well as a time-share resort in Princeville, Kauai. Multi -family projects include The Coconut Plantation at Ko Olina which won numerous awards including the 2003 International Builders Conference "Best Attached Community of the Year" and the 2002 Gold Nugget "Residential Project of the Year", Makana Kai at Wehilani in Waikoloa, Napili Villas on Maui, and Hale Makana 'o Nanakuli, an affordable project in West Oahu. She also has extensive master planning experience, which includes the Pu'ukoli'i Village Mauka Subdivision in Lahaina, Maui, Waiawa Ridge on Oahu, Hakkei Hills in Yokahama, Japan, and the University of Hawaii at Hilo Long Range Development Plan. Pu'ukoli'i Village Mauka Master Plan, I Maui DESIGN PARTNERS LAI NCOR PORATED 11 N 1 L Sheldon Doney Assoc. AIA, APA Architectural Designer RELEVANT PROJECTS Mayor Wright Redevelopment, Kalihi, Oahu, Hawaii Brigham Young University Faculty Housing, La'ie, Oahu, Hawaii PROFESSIONAL AFFILIATIONS American Institute of Architects (AIA), Associate Member American Planning Association (APA) EDUCATION Academy of Art University, Master of Architecture, 2015 University of Nebraska -Lincoln (UNL), Architecture, 2008-2010 University of Utah, Bachelor of Science in Urban Planning, 2006 Sheldon Doney is fascinated by the natural dynamism of global markets, trade, and the architectural juxtaposition between man and nature. He is interested in creating lasting spaces and memorable experiences—an adaptive architecture, characterized by simplicity and spiritual bearing. He considers design an interpretation of one's insights and values. Mr. Doney received a Master of Architecture degree from Academy of Art University, and holds a Bachelor's degree in Urban Planning from the University of Utah, where he worked with the Utah Transit Authority on the Salt Lake City Downtown Transportation Master Plan. He has a keen understanding of urbanism, and has worked on infrastructure and feasibility studies as an analyst. Prior to AAU, he studied architecture at the University of Nebraska, and was a designer for Internet startups during the "dot com" era. Especially skilled in generative design and visualization, he enjoys communicating ideas. He also appreciates modern contributions in renewable energy and real-estate development. Mr. Doney is an active member of the Church of Jesus Christ of latter-day Saints. As an advocate of peace, he believes that enduring, positive change is best accomplished through grassroots efforts. DESIGN PARTNERS I N C O R P O R A T E D L KAIWAHINE VILLAGE, PHASES 1 & 2 1!HE I, MAUI. HAW AI I IROJECT SCOPE Kaiwahine Village is an affordable multi- family rental project in Kihei, Maui. The project contains 120 two and three bedroom units over nineteen buildings, including seven accessible units. There are five different building types. At the heart of the site is a Community Center complete with a multi-purpose room which includes a kitchen, as well as offices for management and program partners. As a part of the development, a booster pump and water tank was constructed to provide adequate water pressure to the residential units. An irrigation well was also constructed as a requirement of the entitlements to minimize County water requirements. It was designed to achieve LEED Silver. :051 $50,440,000 C IIE N' Ikaika Ohana S T A T U 5 2020 REFERENCE Douglas Bigley, President UHC dbigley@ikaikaohana.org DESIGN PARTNERS I N C O R P O R A T E D � �,Il�s'AI�I��i�I�9�Ill Ill WAIMEA HUAKAI WAIMEA MALA' PROTECT SCOPE Design Partners Incorporated was the architect for Waimea Huakai, an affordable multi -family rental project in Waimea, Kauai. Designed to achieve LEED Platinum certification, the project includes solar water heating and other green building strategies Consisting of three two-story buildings, there are a total of 3S apartments (one, two, and three-bedroom units). A community room, laundry, and administration office are integrated into the project. Waimea Huakai is also part of a joint agreement with Kauai Habitat for Humanity, where additional single- family homes will be developed adjacent to the site. This project is a collaborative effort involving the Hawaii Housing Finance and Development Corporation, the Kauai County Housing Agency and the Ahe Group. C L I E N T Ahe Group STATUS Completed 2020 CONSTRUCTION COST $8,000,000 R E f ERE NC, Makani Maeva, President and CEO of AHE Group mm@ahegroup.com DESIGN PARTNERS I N C O R P O R A T E D Ir A f -T 72 � d r' MW �1hn_ f RICE CAMP SENIOR HOUSING - KANIKO'O 2 .'H U E. KAUA I HA WAI I PROJECT SCOPE Rice Camp Phase 2 - Kaniko'o 2 is the completion of Kauai County Housing Agency's senior housing development with AHE Group. The 24 one -bedroom and 6 two- bedroom units were efficiently designed in this 3 -story structure with a courtyard. LEED Platinum was achieved for both Phase i & 2. Energy efficiency and low maintenance concerns were met using LED light fixtures, a photovoltaic system and pre -finished Hardie siding. The project had great support from Kauai County and the neighboring community. C 0 S T $5,800,000 CLIENT AHE Group STATUS Completed 2016 REFERENCE Makani Maeva, President and CEO of AHE Group mm@ahegroup-com AW AR L15 LEED Platinum for Homes DESIGN PARTNERS I N C O R P O R A T E D KAMALANI TOWNHOMES Kt HE (, Ai ALj N A W A I PROILCT SCOPE Kamalani Townhomes are part of the 600+ unit Kamalani subdivision in Kihei, Maui by Kamalani Ventures LLC (an affiliate of Alexander & Baldwin). These are duplex, 4-plex and 6-plex buildings that comprise this 34 -unit development. These market value homes are built with enhanced technology and finishes, providing a luxurious feel at a value oriented price. The well-designed floor plans feature open kitchen and living spaces, strategic window placement to maximize breezes, and other creative design options. C L t E N Kamalani Ventures LLC (an affiliate of Alexander & Baldwin) S -ATU, Completed 2019 DESIGN PARTNERS I N C O R P O R A T E D MAKANA KAI AT WEHILANI WAIKOLOA. ISLAND OF HAWAII PROJECT SCOPE Located in Waikoloa Village on the Big Island of Hawaii, Makana Kai at Wehilani is a condominium project comprised of 173 units in four- and seven-plex building configurations. The 38 buildings include both stacked flat affordable and townhouse units in one-, two- and three-bedroom layouts with living areas ranging from 550 square feet to 1,313 square feet. Designed to reflect the upcountry character of Waikoloa, the buildings incorporate board and batten and horizontal siding as well as rock veneer accents. Outdoor living is exemplified with lanai, balconies, private fenced yards and a centrally located recreation pavilion. C OS7 $28,000,000 C I I E M i Castle & Cooke Waikoloa, LLC STATUS Completed 2008 A w A R u 5 2007 BIA Parade of Homes 4 2 -Star Hawai"i BuiltGreen °+ HUD National Homeownership for Multi- family A E F 6 R E N C E Garret Furukido, Director of Residential Development at Castle & Cooke GFurukido@castlecooke.com DESIGN PARTNERS I N C O R P O R A T E D 7000 HAWAI' I KAI HONOLULU. O AMU, HAWAI I PROJECT SCOPE This two -building mid -rise rental project is situated at the gateway to Hawaii Kai, a highly desirable residential community. The two buildings each consist of 10 stories, one with ten levels of residential units and the other with four levels of residential over six levels of parking. Of the 269 total units, 50 are reserved for 80% of the area median income and below. To offer affordable rental units in a desirable area, 7000 Hawaii Kai uses tunnel form cellular concrete construction and prefabrication technology. The repetitive nature of the on-site casting speeds up the construction process, which is cost- effective. A mat foundation in lieu of a driver pile foundation was utilized to minimize underground disturbance. The innovative prefabricated modules for kitchen and baths feature luxury finishes like quartz counter tops, solid wood cabinetry and high-end fixtures. The complex boasts such amenities as a meeting room, club room, movie room, music room, recreation deck, pool, barbecue area, volleyball court and lawn. T $90,000,000 ( DENT Avalon Development Company IATUS Completed 2016 R: i[REN;f Christine Camp, President and CEO of Avalon Realty LLC cc@avalonhi.com DESIGN PARTNERS I N C O R P O R A T E D �-1 IK - - j l 184 sU►� a 11IR(Yr.►, INC. . Sam O. Hirota, Inc. (SON) is a civil engineering and land surveying firm based in Honolulu. Hawaii. We have been planning, designing, and delivering innovative solutions for our Hawaii and Pacific Rim clients since Mr. Sam Hirota started the firm 57 years ago. We've successfully completed thousands of jobs since 1963 with a unique combination of traditional methods and cutting-edge technology. Our aim is to provide the most efficient, cost-effective answer to today's surveying and engineering challenges. Currently, the staff of 19 includes two (2) registered professional engineers, four (4) Hawaii Licensed land surveyors; two (2) Land Court surveyors; one (1) LEED AP, and experienced field survey staff. SOH has successfully integrated cost control, design, and project delivery expertise in 30 major design -build government projects in the last 10 years. SOH was the prime civil consultant with Actus Lend Lease for the privatization of Army Housings on Oahu since 2003 including housing at Schofield Barracks, Fort Shafter, Helemano Military Reservation, Aliamanu Military Reservation, Tripler Army Medical Center and Wheeler Army Airfield Housing. SOH has also been the prime surveying and civil engineering for a number of resort developments along the Kona coast, including the following: Kohanaiki Resort -Bill Boswell, Civil Project Manager (808) 329-9479 bboswell(_*ohanaiki.com Kukio Golf and Beach Club — Randy Mori, Project Manager (808) 896-0562 Rmori(kukio.com Hualalai Investors — Jay Uyeda, VP of Development (808) 325-8191 juyed_aAhualalairesort.com Kaupulehu Development — Bruce Currie, PM (808) 769-8845 bcurrief2replaydestinations.com Hapuna. Beach Resort — Enjon Angelo, Project Manager (808) 960-3600 eange`dzIv tpaintic.com Kona Village — Scott Bedingfield, Kennedy Wilson (808) 896-9001 SBedin fg, ield(a—�kennedv%vilson.com Mauna Lani Resort — Ian Pihl, PrcjI Mgr. (415) 500-6692 ipihl(i4prospecthillgroup.com As the prime civil engineering firm, SOH provided individual residences civil engineering support services for residences in Kukio, Maniniowali, Kaupulehu Development, Mauna Kea. Hokulia and Kohanaiki. Through the various Big Island projects we have established good rapport and good working relationship with various County agencies. Current projects along the Kona Coast are Kohanaiki Resort Ohi Kai, an 18 unit development, Kaloko Heights, a 50 lot private residential subdivision, Four Seasons Hotel improvements, Kona Village restoration. Hapuna Residence CPR development and the Mauna Kea Uplands, 15 unit development. SOH was the prime civil engineering and surveying consultant for the original Kamakoa Nui Workforce Housing. The site development project was a design build with Isemoto Constructing Co., Ltd. as the general contractor, and Wasa Electrical Services, Inc. as the site electrical contractor. SOH was responsible for the planning, permitting, construction documents for the current subdivision including the topographic survey and subdivision mapping SOH is a self -certified small business (SB) under NAICS Code 541330 for Civil Engineering and 541370 for Land Surveying and Mapping services. Please see the System for Award Management (SAM) website for further details about the firm: Sam O. Hirota, Inc. DUNS: 062904156 CAGE Code: 8N624 Status: Active Expiration Date: 06/09/2021 Civil Engineering • Surveying and Mapping • Laser Scanning • GIS PP g 864 SOUTH BERETANIA STREET HONOLULU, HAWAII 96813-2502 *TELEPHONE (808)537-9971•FAX (808)524-6313 Established in Hawaii 50 years ago, PBR HAWAII is a multi -disciplinary firm with a staff of 40 dedicated individuals, most of who are accredited by professional organizations in their respective fields. PBR HAWAII has 12 LEEDS Accredited Professionals, 10 licensed landscape architects, 1 architect, and 4 certified planners (AICP) on its staff. Based on the diverse background of the staff, PBR HAWAII has the capabilities to provide consulting services in five main disciplines: 1) physical planning and urban design including master planning and site planning in both rural and urban locations, affordable housing, mixed- use developments, strategic planning and long-range planning, educational facilities and campus planning, natural and cultural resource planning, community engagement, and sustainability; 2) environmental planning and entitlements including Hawai'i State and NEPA environmental assessment/impact statements, and State and County permits and land use entitlements; 3) landscape architecture including hardscape and landscape design, consulting on the use of Native Hawaiian plants, cultural landscapes, and sustainable landscape design and LEED Certification; 4) graphic design including project branding, web design, interpretive signage, educational material, and infographics; and 5) market, fiscal and economic analyses, providing critical insights to the market context for, as well as the costs and benefits of any given project in terms of local expenditures, employment and earnings for residents, and the impacts to State and county government revenues and expenditures. Our in-house technical capabilities include GIS analysis, computer aided design, 3-1) modeling, LEED certification, web and computer-based community engagement tools, facilitation, Hawaiian language consultation and document preparation, and web design. OPBRHAWAII �w Hawai'i Island Projects Kamakoa Work Force Housing Project, Hawaii PBR HAWAII provided planning consulting services to UniDev and the County of Hawai'i for the Kamakoa Work Force Housing Project in Waikoloa on the island of Hawai'i. PBR HAWAII prepared the land use plan for UniDev, who was selected as the master developer for the project. After UniDev was selected, PBR HAWAII led the refinement of the land plan, and Senior Vice President Vincent Shigekuni facilitated weekly master planning team meetings, both live and remotely. In crafting the Kamakoa Vistas proposal, the UniDev Team worked collaboratively over a period of several weeks, focusing on the County's and the Office of Housing and Community Development's stated goals for the project, as set forth in the Request for Proposals. At the same time, the UniDev Team applied its collective experience to the task of creating a livable, dynamic new community, on a site with some considerable topographic challenges and significant land use constraints. As a result of this collaborative approach, UniDev's Kamakoa Vistas proposal is appropriate to the site, respectful of the landforms and general environmental conditions, as well as mindful of the imperative to be a "good neighbor" to the adjoining residential communities. For instance, out of the total 268 acres comprising the Waikoloa site, only 148 acres (or 55%) were identified for residential development. Of the remaining 120 acres, almost 110 acres (approximately 41% of the total site) were devoted to parks, open space, community facilities, and preserving the natural features of the site. The master plan for the property included approximately 1,200 housing units, and explored a mix of housing types and densities scattered throughout the site. The plan also explored smart growth concepts, along with complete street and green street options. This included an exploration of utilizing narrower travel lanes, bike paths, sidewalks, green swales and landscaping for greener, multi -modal options to the existing County roadway sections. As part of the planning process, the planning team was tasked to identify a theme and help to create a vision to assure the project captured the essence of the Big Island lifestyle. OPBRHAWAII 1"', IR La`i`Opua Villages - Village 9 Master Plan & Environmental Assessment (Kukuiola and Village 9 Affordable Rental Community), Hawaii PBR HAWAII completed master plans and prepared and processed an Final EA/FQNSI for the proposed La'i`Opua Villages - Village 9 project, which consists of two subprojects: 1) County of Hawai'i Kukuiola homeless emergency shelters and permanent supportive housing; and 2) a Hawai'i Housing Finance and Development Corporation affordable rental housing complex. The project site (approximately 36 acres) is at the corner of Kealakehe Parkway and Ane Keohokalole Highway in West Hawaii. Nakahili - A Workforce Family Agricultural Community 201H Housing Project, Hawaii Brown Development LLC contracted PBR HAWAII to provide land use planning and entitlement services for an approximately 1,560 -acre property in the South Kohala District of Hawaii near the intersection of Mamaiahoa Highway with Waikoloa Road. As proposed, Nakahili is a workforce family agricultural community that includes farm dwellings on agricultural lots and allows for agricultural operations. The plan also provides a small neighborhood agricultural community core, with uses such as an agricultural processing center, farmer's market, and farm -to -table restaurant. Since a majority of the proposed dwelling units (more than 50%) will be affordable units, the project is proposed to be processed under Chapter 201H, Hawaii Revised Status. As part the process, PBR HAWAII prepared Draft Environmental Assessment (EA), and will be preparing a Final EA and 201H application. =P,BR,,,HAWA11 i. t. x CA, Kamoleao Master Plan and Environmental Assessment, Hawaii PBR HAWAII was contracted by DHHL to prepare a master plan and coordinate preliminary engineering services to support the design, entitlements, and construction of a mixed-use project within a portion of DHHL's land in Pana'ewa (commonly referred to as "Kamoleao"). After preparation of the master plan PBR HAWAII successfully processed a Final EA/FONSI. The planning process engaged beneficiaries and stakeholders through outreach meetings, an online survey, and "soft sound" talk story sessions. Previous plans had been prepared for Kamoleao since the 1980s. The plans prepared by PBR HAWAII sought to build upon previous plans and further investigate sustainable strategies - environmental, social, and financial sustainability - with a phase 1 plan that is implementable within the next few years. y West Kawili Street, Hilo Senior/Veteran Housing NEPA, Hawaii PBR HAWAII is preparing environmental documentation consistent with the National Environmental Protection Act (NEPA) for EAH Housing's West Kawili Street Senior/Veteran Housing project which is proposed on an undeveloped lot at the corner of West Kawili Street and Kapi'olani Street in Hilo. The project will serve households with incomes at or below 30-80% Average Median Income (AMI), with preference given to veterans and spouses of deceased veterans. The County of Hawai'i has set aside project -based vouchers by the United States Department of Housing and Urban Development (HUD) for qualifying residential households at or below 50% Area Median Income (AMI). Because HUD funds will be used, the project is considered a federal undertaking, necessitating environmental documentation under NEPA and related authorities such as defined by Section 106 of the National Historic Preservation Act (NHPA) and Section 7 of the Endangered Species Act. OPBRHAWAII 01 Waimea District/Regional Park, Hawai'i PBR HAWAII assisted the County of Hawaii Department of Parks and Recreation in the planning the Waimea District/ Regional Park in Waimea, South Kahala district and was responsible for: 1) conducting background research and analysis: 2) conducting community outreach services; 3) developing the Master Plan; and 4) successfully completed a Final EA/FONSI. The first phase of the park (28 acres) was completed in 2016 and serves as district park. In the second phase, an additional 22+ acres will expand the district park into a regional park. The completed 50 -acre park will offer diversified types of recreational activities including active play areas such as fields for soccer, baseball, and football; a community gymnasium; a multi-purpose community building; a multi -use walkway and trail system; and passive recreational areas. The Waimea District/Regional Park addressed the deficiency of athletic and recreational opportunities for Waimea residents and other surrounding communities and provides a larger community gathering area to address existing and future demand. PBR HAWAII received the 2014 American Planning Association, Community -Based Planning Award. r OPBRHAWAII Hilo International Airport and Kona International Airport ARFF (Aircraft Rescue and Fire Fighting) Station Improvements, Hawaii For the Hilo and Kona International Airports Aircraft Rescue and Firefighting (ARFF) station improvements, PBR HAWAII prepared the environmental compliance documents including: 1) a Categorical Exclusion to meet National Environmental Protection Act (NEPA) requirements; and 2) a Declaration of Exemption to meet Hawai'i Revised Statutes Chapter 343 requirements. PBR HAWAII also streamlined the permitting requirements for the Kona ARFF and complied with the Coastal Zone Management Act requirements. Haihai Fire Station, Hawaii PBR HAWAII prepared an environmental assessment with a finding of no significant impact (FONSI) for the development of the Haihai Fire Station, a new fire station near the Hilo Municipal Golf Course Driving Range. The new fire station will replace the existing fire station located on Kawailani Street and provide additional space required for Emergency Medical Services since the Fire Department has outgrown their existing location. The planned widening of Kawailani Street together with the expanded services provided by the fire station triggered a search for alternative solutions. The new facilities will allow appropriate accommodation of required personnel, vehicles, and equipment for continued operation of the Emergency Medical Services. Since the project will use State land and County funds, the environmental assessment complied with State environmental kw requirements. N OPBRHAWAII R A Keatakehe Elementary New Classroom Building, Hawaii PBR HAWAII prepared and successfully processed a NRS Chapter 343 Final EA/FUNS[ for a new classroom building at Keatakehe Elementary School (KES) in Kailua-Kona. The KES new classroom building will include six general classrooms, one special education (SPED) self-contained classroom, one itinerant room, one art/science classroom, one faculty center, one conference room, and one custodial room. water nte..wq hie I10W. lwia�a � IES Ml rn�rr {tf9 M9�. [sa Dine Ynw+w Waurebe � '' Ka►kro- e ' Hilo $raw M ►tea a Figure 2 Aerial Location Map Kealakehe Elementary School New Classroom Building if.)do/Howe" - M DATE. 11/5/2015 MPBRHAWAII Makalei Eire Station Final Environmental Assessment, Hawaii PBR HAWAII completed a Final EA/FONSI for the Makalei Fire Station in North Kona, Hawaii in accordance with the National Environmental Protection Act (NEPA) and the Federal Emergency Management Agency's (FEMA) regulations implementing NEPA (44 CFR Part 10). Under the American Recovery and Reinvestment Act of 2009 (ARRA), the FEMA provided grant funding to non -Federal fire departments and State and local governments through its Fire Station Construction Grant Program (SCG) for the construction, renovation, or modification of fire stations. The County of Hawai'i was a recipient of SCG grant funding and was seeking to construct the Makalei Fire Station. As recipients of SCG funding, grantees must comply with Federal requirements as a condition of the grant award. In addition, FEMA is required to consider potential environmental impacts before funding or approving actions and/or projects. Thus, the purpose of the EA was to analyze potential environmental impacts on the quality of the human environment as a result of the proposed project. FEMA used the findings of the EA prepared by PBR HAWAII to issue a finding of no significant impact (FONSI) in September 2010. The proposed use of State lands and. County funds triggered an environmental requirement for the preparation of an EA in compliance with Hawai'i State law, Chapter 343, HRS. PBR HAWAII completed an earlier Chapter 343, HRS EA/FONSI in April 2008, when no federal funding had been contemplated. OPBRHAWAII Kamehameha Schools Waimea Preschool Environmental Assessment, Hawaii (410 PBR HAWAII prepared an environmental assessment for Kamehameha Schools Waimea Preschool which received a finding of no significant impact (FONSI) for the use of lands owned by the State of Hawai'i Department of Hawaiian Home Lands (DHHL). 01 The two acre parcel is located at Pu'ukapu, Waimea (also known as Kamuela) in South Kohala, Hawaii, about 1/2 mile east of Waimea town center. The Waimea Preschool fulfills, in part, the overall Kamehameha Schools' mission to increase the opportunity for early education for families. The facility allows the Preschool program to serve 80 Waimea -area 3- and 4 -year old children to benefit from the programs offered. Ka'u Gym and Shelter, Hawaii PBR HAWAII completed an environmental assessment (EA) with a finding of no significant impact (FONSI) for a new gym that will also serve as a hurricane and vog shelter at Ka'u High and Pahala Elementary School in Pahala, Hawaii. The EA helped to clarify and resolve capacity questions related to district shelter needs. The EA also dealt with issues related to: views, parking, event traffic, and compatibility with historic buildings. The EA had to be fast -tracked to meet a very tight project deadline so that construction funding would not lapse. OPBRHAWAII County of Hawaii Mass Transit Agency Baseyard and Maintenance Facility in Hilo PBR HAWAII successfully completed the preparation and processing of an environmental assessment for the County of Hawai'i Mass Transit Agency (MTA) Baseyard and Maintenance Facility in Hilo. The MTA provides island -wide public transportation for the County of Hawai'i, administrative support to the Hawai'i County Transportation Commission, and oversees taxicab operators. Currently, it is located on Railroad Avenue in the Schultz Siding facility where it shares } ~ limited space with the Department of Public Works. The proposed base yard and maintenance facility is necessary because the MTA has grown significantly over the years and is in need of its own facility to improve efficiency and the work environment. x The site plan of the proposed Base Yard and Maintenance I Facility includes construction of a 26,500 square foot building with 19,500 square feet of warehouse space for transit vehicle maintenance, washing, and repair. The building will also t .y include office space for administrative staff who oversee daily '�--�— °,A.,"�L transit operations as well as storage space. M 0 L515milo Well A Improvements, Hawaii PBR HAWAII prepared and processed an environmental assessment resulting in a finding of no significant impact for improvements to the County of Hawaii, Department of Water Supply's (DWS) Lalamilo Well A, located South Kohala District of the island of Hawaii. Improvements will include the upsizing of its pump, piping, and related facilities to enhance productivity. Queen Ka'ahumanu Highway Frontage Road: Hulikoa Drive to Kohanaiki Way, Hawaii For the Queen Ka'ahumanu Highway Frontage Road project PBR HAWAII: 1) prepared an environmental assessment and obtained a finding of no significant impact (FONSI); and 2) prepared and processed a Conservation District Use Permit application and a Special Management Area Use Permit Major. The Queen Ka'ahumanu Highway Frontage Road is the first segment of a frontage road parallel to, and makai of, Queen Ka'ahumanu Highway identified in the Kona Community Development Plan. The frontage road will consolidate access to several properties makai of the Queen Ka'ahumanu Highway, thereby reducing the number of intersections to preserve the arterial function of Queen Ka'ahumanu Highway. Pursuant to a Memorandum of Agreement among selected landowners and the State Department of Transportation, the developer/owner funded the permitting, design, and construction of this segment of the frontage road. The road will be dedicated to the County. The approved road section with landscaped swales will set the design of subsequent segments of this frontage road. OPBRHAWAII Kanoelehua Commercial Center & Industrial Park Master Plan and EA, Hawaii The Department of Hawaiian Home Lands (DHHL) proposes development of a 25.4 -acre industrial, industrial/commercial mixed use or retail complex adjacent to Hilo International Airport. DHHL and the Department of Land and Natural Resources (DLNR) own the property and the land was used as a military base until 1947, but has been vacant since that time. The project area has excellent development potential due to its proximity to Hilo's major commercial and industrial districts, as well as Hilo's main airport and harbor. The parcels also have large frontage and access along Kanoelehua Avenue, one of Hilo's major highways. The area is zoned for industrial use and can be serviced by nearby utilities. For this project, PBR HAWAII: I) completed a Planning Analysis Report & Preliminary Concept Plan; and 2) developed and assisted DHHL and DLNR in evaluating three alternative master plans for development of the property. Although the mixed-use industrial/commercial alternative was identified as the preferred alternative, DHHL and DLNR also wanted to consider all qualified development proposals for the property, as the site could yield greater returns if developed as one master planned parcel by a private entity with the necessary development experience and financial capacity. PBR HAWAII also completed an environmental assessment/finding of no significant impact to cover alternative uses of the site. Kamvlehua Commercial Center ]nductria) Park M✓ iOtS M^ �'war—:'MlFw1iY"���.t.wlMslli+ll Ml+.�w� �i OPBRHAWAII ♦r NEPA Categorical Exclusion Documentation, Volcano Road Drainage & Intersection Improvements at Mountain View, Hawaii Island, State Department of Transportation Hawai'i Island's Puna region experienced marked population growth over the past two decades, leading to more vehicular traffic on arterial roads. This strain is evident along Volcano Road (State Route 11) running between Hilo and Hawai'i Volcanoes National Park, particularly at its intersection of Kulani Road. Beyond traffic, the immediate area around this intersection is also notorious for inadequate drainage during heavy rain, causing a safety hazard for drivers. The Hawai'i State Department of Transportation (DOT) embarked on a project to alleviate both hazardous conditions. The plans included an expansion of the drainage culvert system between mile markers 13.76 to 14.16, and the insertion of relief lanes for drivers to turn left onto Kulani Road without blocking the flow of traffic. Voica" Raid A Krlani Road Impr--ntr Because this project received funds from the Federal Highways Administration (FHWA), the DOT was required to produce environmental disclosure documents pursuant to the National Environmental Protection Act (NEPA). Primary engineering consultant Metcalf & Eddy hired PBR HAWAII for assistance in meeting the NEPA categorical exclusion requirements under FHWA regulations. PBR HAWAII completed all forms necessary for compliance under 23 CFR § 771.117(d) including demographic research and conformity with area community plans and principles of environmental justice. The categorical exclusion supporting documentation also required the production of numerous project site maps using geographic information systems (GIS). These maps included contrasting the project site in relation to Agricultural Lands of Significance to the State of Hawai'i (ALISH), Federal Flood Insurance Zones, and County Zoning. PBR HAWAII also facilitated consultation with the State Historic Preservation Division and the United States Fish and Wildlife Service to ascertain any potential impacts to cultural resources and endangered species. OPBRHAWAII 11 University of Hawaii at Hilo College of Pharmacy, Hawaii In 2008, the University of Hawaii at Hilo (UHH) approved a final environmental assessment (EA) for the then proposed interim UHH College of Pharmacy Facilities, with a finding of no significant impact (FONSI). Since then, all four of the proposed modular buildings have been installed. Subsequently, UHH was able to secure funding for permanent facilities on the adjoining land to the north and is proposing to construct its permanent College of Pharmacy facilities. The permanent College of Pharmacy facilities will be approximately 120,000 square feet and built in multiple phases on land totaling 4.5 acres. The existing modular buildings shall continue to remain operational after the proposed permanent buildings are completed. Since the proposed permanent College of Pharmacy facilities will involve the use of State lands and funds, it triggered the need for the preparation of an EA in compliance with Chapter 343, HRS. PBR HAWAII completed the second EA, which was approved with a FONSI in July 2011. PBR HAWAII is also the landscape architect for the project. OP.BRHAWAII a a Statewide Projects Halewiliko Highlands Environmental Assessment & 201H, Oahu EAH Housing contracted with PBR HAWAII to lead the preparation and submittal to the City and County of Honolulu, Department of Planning and Permitting (DPP) of an application for exemptions under the City's Chapter 201H Program for Halewiliko Highlands in 'Aiea. As part of the application process PBR HAWAII also coordinated with the City's Department of Land Management (DLM) and DPP to demonstrate compliance with Chapter 343, Hawaii Revised Statutes, under a prior determination. - Halewiiikb Highlands will be an affordable senior rental facility consisting of 140 independent -living units (139 affordable units, and one staff (manager) residence), a kupuna wellness facility, and supporting uses such as parking. All residences will be affordable rentals. Halewilik6 Highlands will be on an approximately 3.5 acre vacant parcel (Tax Map Key (TMK) (1) 9-9-078:006) at 99-385 P6hai Place,'Aiea, Hawai'i. Keahumoa Place, Oahu Michaels Development Company ("Michaels") contracted PBR HAWAII to prepare and process approvals under Chapter 201H, Hawaii Revised Statutes for an affordable housing rental project. Michaels was selected (through a request for proposal process) to develop the Hawaii Housing Finance & Development Corporation's property within East Kapolei, known as "Keahumoa Place". The project will include 320 homes, with rents affordable to households earning between 30% and 100% of the Area Median Income (AMI). Construction of all phases is expected to be complete in the first quarter of 2020. t cWiuFOLM u OPBRHAWAII Makila Farms, Maui PBR HAWAII assisted Makila Kai LLC to prepare and process approvals for a workforce housing agricultural community in Launiupoko, West Maui under Chapter 201H, Hawai'i Revised Statutes. PBR HAWAII's scope of work included: 1) master planning 2) preparation of all required documents; 3) consultation with government agencies and homeowners' associations; and 4) obtaining approval from Maui County Council. Makila Farms includes 17 workforce homes and 15 market -rate homes on agricultural lots approximately two acres in size. The plan for Makila Farms also features approximately 50 percent of the area in greenbelt, park, open space, and setback areas to foster an agricultural community character. Nkvkbw t{mres /t.exs ?7 8nec ti -19) �Y M1b(dwtv�w Q+ztrR+btY) re I:YA�Nth (2' K UL Ab Z is tbo ]I lydAkm nf9smMy Ml Ld% t_waor�a�l m Orr e rip O—erNft Ma,1 EYtl uI�O/r•�Q'�aM�ri '� 7i¢ Narpl:/(.w.1pKI 6714 Figure 9 Conceptual Plan Makila Farms MPBRHAWA11 Iq 9 Holomua, O'ahu PBR HAWAII completed a Final Environmental Assessment with a Finding of No Significant Impact (FONSI) for Holomua, a residential condominium at 1315 Kalakaua Avenue. The completed 23 -story, building includes 176 one and two bedroom units above a structured parking podium. Holomua provides affordable and workforce housing in urban Honolulu, thus allowing home ownership in close proximity to jobs and urban amenities such as shopping, public transportation, parks, schools, employment centers, childcare facilities, and activity centers. This close proximity to jobs and services is expected to reduce Holomua residents' reliance on automobiles for daily needs. THM Partners LLC received approvals for Holomua under Chapter 201H, Hawaii Revised Statutes (HRS), which allows for design Flexibility and cost savings to facilitate the development of affordable housing. PBR HAWAII incorporated the 201H application into the Environmental Assessment to allow for a coordinated public review period and the opportunity to comment comprehensively on the project in its entirety. Plantation Town Apartments, Oahu PBR HAWAII prepared and successfully processed an application for obtaining Chapter 2010 (currently Chapter 201H) Hawai'i Revised Statues (HRS) exemptions for Plantation Town Apartments, a 100 percent affordable multi -family complex in Waipahu, Oahu. Plantation Town Apartments was completed in 2008 and includes 330 affordable fee -simple units in two 12 -story buildings. As part of preparing the application, PBR HAWAII identified all exemptions required for the project, 4 completed all required documentation, and worked ;it ` with the developer to successfully obtain approval ,�4. ; ; from the City & County of Honolulu Council. PBR W.01 , 140 'n" HAWAII also worked carefully with the State of ,,-i Hawaii, Hawai'i Housing Finance & Development jw • ', • Corporation to ensure that the application met all •"►�'' requirements and that the developer was in compliance with all rules to obtain project financing and to make certain that strict sales stipulations were met. OPBRHAWAII IR 901 Lower Main - Mixed Use Development with Low Income Housing, Maui In 2011, PBR HAWAII worked with Habitat for Humanity Maui to prepare: 1) an Environmental Assessment (EA) in compliance with both HRS Chapter 343 and 24 CFR Section 58; and 2) an application for affordable housing pursuant to HRS Chapter 201H for the Habitat for Humanity Maui. Located in Wailuku, Maui, the proposed project will provide 40 condominium units for eligible families who earn between 25 and 60 percent of the median income. Commercial tenant space is intended to offset building maintenance costs and structured parking will allow for the most efficient use of the site. The project work involves close coordination between the project archaeologist, cultural specialist, and planner. Additionally, close coordination will be required between the planner and the County's Department of Housing and Human Concerns and Planning Department to ensure that the 201H process requirements are satisfied to provide this needed housing for low income families. Punawai Rest Stop (Kuwili Hygiene Center) NEPA EA, Oahu PBR HAWAII prepared a HUD -compliant NEPA EA to support the City and County of Honolulu's Punawai Rest Stop (Kuwili Hygiene Center). The project involves rehabilitating an existing four- story industrial building and to convert the building's use to provide services for homeless individuals and families. The facility will provide resources such as showers and laundry facilities, social welfare services, and permanent supportive housing. The NEPA EA process included Section 106 consultations and close coordination with the State Historic Preservation Division archaeology branch as the building site is located in an industrial area that was built upon a Hawaiian fishpond. OPBRHAWAII 11 11 Kalihi-Palama Health Center NEPA and HRS 343 Compliance, 0`ahu Kalihi-Palama Health Center (KPHC) is a non-profit organization that emerged out of the need to provide primary health services to low-income Native Hawaiians and New Americans and their extended families, populations that typically face significant barriers when accessing healthcare. The KPHC proposes to redevelop a commercial building and a parking lot, by adding a new building (with parking) over the existing parking lot and renovating the existing building. The project site is located at the 'Ewa/mauka corner of North King Street and Pua Lane. The redevelopment will consolidate the three existing KPHC Kalihi facilities within a single structure, while at the same time increasing the square footage in order to serve a growing number of patients and to provide space for new services. The Chinatown location will remain. The KPHC will have beneficial impacts on the existing community by providing additional health services and improved facilities to administer health programs. The consolidated facility will make it easier for patients to access multiple services in a single visit. Since the project may use State and County funding, and will be receiving Federal funding, PBR HAWAII was contracted to prepare an environmental assessment that will meet both State and Federal environmental assessment requirements. The Final Environmental Assessment/Finding of No Significant Impact in compliance with Hawai'i Revised Statutes - Chapter 343, was completed in August 2015. The completed HUD and NEPA environmental assessments were completed and submitted in September 2016. OPBRHAWAII Hawaii Public Housing Authority Administrative Offices Redevelopment EIS, Oahu PBR HAWAII successfully completed a HRS Chapter 343 Final Environmental Impact Statement (EIS) for: 1) the proposed redevelopment of the Hawaii Public Housing Authority (HPHA)'s administrative offices; and 2) mixed-use development of affordable senior rental housing units and ancillary commercial uses, on a six -acre portion of the state-owned land parcel which currently houses HPHA's existing administrative campus in Kapalama, Honolulu. PBR HAWAII's services also included the successful approval of the project's 201H application through the Department of Planning and Permitting and the Honolulu City Council. LFA VR . ro. ,R • YiFU��r.lmMp . F.— 1— ,' • 0,,M— S.." i dewytv lur Covr..W �^b�Mi X F �.. ~� ( • 4.—V NMMwy PQM . yy�+- ; r7 • a� .' • E+ -sip trees to Oe Per—d 4g))p r s V K CP a'. -0 u%F Is i OVERALL LANDSCAPE SITE PLAN seed 9"d lg.rx,,. ,w OPBRHAWAII VINCENT SHIGEKUNI VICE-PRESIDENT With 39 years of professional planning experience, Mr. Shigekuni has been involved with many master planning projects requiring extensive community outreach across the State. He has worked on policy plans and land use projects ranging in scale and complexity from statewide and island -wide to towns, campuses and parks. He has broad experience in community outreach and engagement, utilizing participatory techniques (such as visioning workshops, charrettes, open houses, and presentations) and tools (such as keypad polling and 3D models) to secure input and build consensus in the preparation of master plans. Mr. Shigekuni has been involved with many site selection and land planning processes in communities across the State. He is experienced in analyzing current landholdings, analyzing and identifying physical opportunities and constraints, and providing a summary analysis for landowner decisions on the disposition and future use of properties, yielding greater values for the landowner. Mr. Shigekuni also has extensive experience in the preparation of entitlements and environmental assessments for public and private sector clients in Hawai'i. He is involved in many of PBR HAWAII's environmental assessments (EAs) and environmental impact statements (EISs), including the Oahu Community Correctional Center Replacement FEIS, the Hawai'i Public Housing Authority Administrative Offices Redevelopment FEIS. Mr. Shigekuni's experience with resiliency planning includes: overseeing GIS mapping of potential HiEMA's emergency warning sirens statewide; and GIS mapping for DLNR's flood assessment study of O'ahu, Maui, Kaua'i, and Hawai'i islands. PBR HAWAII & ASSOCIATT-S. INC EDUCATION Graduate Studies, 1982 Department of Urban and Regional Planning University of Hawaii at Manoa BA in Environmental Studies, t98o Universin, of Hawai'i at Manoa PROFESSIONAL AFFILIATIONS American Planning Association Hawai'i Chapter Member, Past President Historic Hawaii Foundation, :Member Land Use Research Foundation Subscriber Society for Outdoor Recreation Professionals Member GREG NAKAI ASSOCIATE - PLANNER Mr. Nakai is involved in many types of planning projects with an emphasis on environmental planning and land use entitlements. He has managed or assisted with various projects, including the environmental impact statement for the proposed Hawaii Public Housing Authority (HPHA) Administrative Offices Redevelopment, a mixed-use development featuring up to Boo affordable rental apartments for seniors; Chapter ZotH, HRS exemptions for Keahumoa Place, an affordable housing development in East Kapolei; as well as environmental assessments for renovations to Thomas Square Park; the Ted Makalena Golf Course National Pollutant Discharge Elimination System (NPDES) Improvements; Department of Hawaiian Home Lands (DHHL) water system infrastructure improvements on Molokai; the Kea'au Village Master Plan; the Project Kamoleao Community -Based Master Plan for the Pana'ewa Hawaiian Home Lands Community Association and Pana'ewa Community Alliance; and new classroom facilities at Kealakehe Elementary School and Waipahu High School. He has also helped to obtain land use entitlements for church facilities on Oahu and Maui, as well as for infrastructure improvements to the Brigham Young University -Hawaii campus in LA'ie. Mr. Nakai transitioned from a career in language education, and received his master's degree in Urban and Regional Planning at the University of Hawaii at Manoa. While his main focus is on issues of equitable and sustainable food systems policy and planning, he has undertaken a wide variety of projects during his graduate studies. These graduate projects include assisting the National Disaster Preparedness Training Center (NDPTC) in researching and developing the content for a FEMA -certified training course on enhancing food security and building resilient food systems; working with the Kailapa Hawaiian Homestead Community on Hawaii Island to create a preliminary site plan for a proposed community center; supporting Kokua Kalihi Valley(Ho'oulu 'Aina in creating a Hawaiian values -based planning and decision-making tool to help identify and evaluate potential revenue streams for their community-based non-profit organization; and presenting recommendations to the Honolulu Department of Planning and Permitting's Transit -Oriented Development (TOD) staff on how to incorporate green infrastructure into the neighborhood TOD plans and designs by taking a social -ecological systems perspective. PBR HAWAII & A&SWATM INC. EDUCATION Master of Urban and Regional Planning, 2o19 Universitv of Haw -ail at Manoa MA in Second Language Studies, 2007 University of Iiawai5 at MAnoa BA in International Studies, 1998 University of Washington BS in Psychology, 1998 University of Washington PROFESSIONAL AFFILIATIONS American Planning Association HawaiS Chapter Member, Programs Committee Co -Chair BRITTANY WHBATMAN PLANNER At PBR HAWAII, Ms. Wheatman has assisted with a variety of environmental documents including environmental assessments (EA) for Thomas Square Park Renovation, Board of Water Supply Kapolei Facilities Master Plan, Kahumana Farms Training Kitchen, and an environmental impact statement (EIS) for the Replacement of Oahu Community Correctional Center (approved as a Final EIS), as well as a Final EIS for the Hawaii Public Housing Authority Administrative Offices Redevelopment. She is currently assisting with the Draft EIS for Department of Hawaiian Home Lands Pfilehunui Regional Infrastructure Master Plan. She has also been a part of community outreach for projects such as the Ha`ena State Park Master Plan, Replacement of Oahu Community Correctional Center, and vision planning for the zest Century Kalihi Vision Report. PBR HAWAII & ASSOCIATES. INC EDUCATION BA in Environmental Sciences, 2o16 Minor in Business Administration Boston University Prior to joining PBR HAWAII, she participated in a university program that Tropical Ecology Research Program conducted multiple conservation projects through field research in the Amazon Study Abroad, 2015 rainforest and coastal ecosystems of Ecuador. Boston University ELENA CHANG I LEER" -AP ND PLANNER I GIS ANALYST Ms. Chang focuses on creating, analyzing, and visualizing spatial and statistical data for a wide range of planning applications. Her work expands opportunities to engage with clients and communities using online mapping technologies and story -telling platforms. Her experience with geographic information system (GIS) applications also include land planning and environmental impact analysis. At PBR HAWAII, her roles have ranged from overall project management to data analysis, mapping, report writing, and community outreach. [ler recent experiences includes conducting a feasibility study for an on-site composting facility at University of Hawaii at Manoa; developing an online engagement platform for State Parks' proposed improvements to the Diamond Head State Monument; supporting the Office of Planning (State of Hawaii) in their efforts to design a visioning and outreach process for the possible redevelopment of State lands in Kalihi. PBR HAWAII & ASSOCIATES. INC EDUCATION Master in Urban Planning, 2016 Harvard University, Graduate School of Design BA in Urban Planning, Environmental Systems, 2013 University of California, San Diego ACCREDITATIONS LEEDI AP Neighborhood Development U.S. Green Building Council KALEI PERKINS GRAPHICS DIRECTOR With over five years of graphic design and digital illustration experience, Ms. Perkins is a well-rounded creative who has worked on a variety of projects in Hawai'i, New York, and Italy. During her year at the Instituto Lorenzo De Medici (LdM) School of Design in Florence, its curriculum promoted an intercultural and transdisciplinary dialogue that guided students from beginning to advanced areas of study. At the advanced level, Ms. Perkins developed the ability, to make strategic decisions in professional contexts, read market trends, and formulate dynamic, effective and successful designs while building her professional portfolio. Ms. Perkins' specialized areas include logo & brand identity, editorial design, minimalist illustration, and presentation graphics. At PBR HAWAII she employs her skills in the production of architectural illustrations and renderings, graphic planning -based reports, and displays for physical and online presentation materials. Recent and ongoing projects include design work for Turtle Bay Resort Signage Renovation Project, West Kaua'i Community Plan, the Ocean Resources Management Plan Update with the State of Hawai'i Office of Planning, and community outreach for the Ala Wai Bridge Alternatives Analysis, winner of the 2019 Public Education and Outreach Award from the American Planning Association (APA) Hawai'i Chapter. Ms. Perkins' graduate work in marketing communications complements her background in the graphic design field. Her graduate studies include course work and case studies in Public Relations Management, Brand Management, Marketing Foundations, Global Consumer Insights, Social Media Strategies & Tactics, and Marking Research. Ms. Perkins' master capstone involved the design and implementation of a fully integrated marking campaign strategy for an American agricultural cooperative that emphasized the dual power of user - generated content in social media and other online profiles with experiential marketing. WPBR HAWAII & ASSOCIATES, INC EDUCATION MA in Integrated Marketing Communications, 2019 Marist College BS in Digital Media Concentration in Graphic Design, 2015 Marist College Academic Year Abroad Program, 2014 Marist Italy - Instituto Lorenzo De Medici (LdM) PROFESSIONAL AFFILIATIONS AD z HANVAII Member N Work Experience Land Use Planning Consultant — Daryn Arai, LLC Managing Member Daryn Arai PO Box 4501, Hilo, HI 96720 Phone: (808) 895-3218 (C) Email: Daryn.Arai@outlook.com May 1, 2019 to Present o Single -member firm providing assistance on a range of land use applications and its related processes, focusing on laws and procedures of the County of Hawai'i. Activities to date have largely focused on applications like zoning, special permits, Special Management Area permits, subdivisions and variances. County of Hawaii Planning Department - 31 years of service Deputy Planning Director December 2016 to December 2018 Provided technical and operational support to and assisted with management of all divisions within the Planning Department with specific guidance and recommendations on Land use matters to the Planning Director and Mayor. o Assisted with initiatives to introduce bills before the State Legislature in support of the proposed redevelopment of Banyan Drive in Hilo as well as with the County Council regarding the recently adopted Short Term Vacation Rental regulations. o For much of 2018, provided direct support to the Mayor and Civil Defense Agency in its response to the eruption within the Lower East Rift Zone. Part of Mayor's Senior Advisory Team that advised Mayor on all matters related to the emergency response, including discussions and coordination with the impacted community and various county, state and federal agencies. This included communication with County lawmakers, the State Legislature and our Congressional delegation on finding opportunities to secure necessary resources to assist with the emergency response and recovery that will take years, if not decades. Planning Program Manager -Planning Division January 2010 to December 2016 I ) Directs and coordinates programs and activities within division that provides technical and operational support to the Leeward and Windward Planning Commission, Cultural Resources Commission and Banyan Drive Hawaii Redevelopment Agency. a Assisted landowners and applicants through the various land use permitting and entitlements process before all supported entities, which also included hearings before the Hawaii County Council and the State Land Use Commission. o Provided guidance on land use matters to the Mayor, Planning Commissions and the County Council. Managed the development of necessary legislation to amend Zoning Code to resolve conflicts or provide alignment with State land use laws, with subsequent amendment to rules of practices and procedures. Assisted with the deployment of the department's document imaging system (LaserFiche). M Planning Program Manager -Administrative Permits March 2003 to December 2009 o Directed and coordinated the programs and activities of the division that processed subdivision applications, variances from Zoning and Subdivision Codes, plan approval and building permit application reviews, and investigation of complaints, among other responsibilities. o Department lead on implementation of the department's permit tracking and parcel management application (EDEN), initial work on investigating the implementation of a document imaging system, and basic on-site assistance of the department's computer and software needs prior to administration by the County's Data Systems Department. • Planning Program Manager -West Hawaii Division July 2000 to March 2003 o Managed programs and activities of the division that provided land use support for activities concentrated within the West side of the island. Technical and operational support for the Planning Commission and the Kailua Village Design Commission. c Review and processing of building permits, variances, plan approvals, and investigation of land use related complaints, among other responsibilities. o Worked closely with various landowners and developers to assist in managing their projects though the various governmental review and land use approval processes. • Planner V (Supervisory level) July 1995 to July 2000 011 Program administrator of the County's Coastal Zone Management (CZM) Program Coordinate, administer and maintain all CZM-funded programs, budgets and personnel matters. Duties also include participation in various CZM related programs at the County and State levels; reviewing, assessing and assisting in the development of various State CZM policies, legislation and regulations; coordinate the implementation of the CZM Program with various County plans as well as with other agencies, community organizations, and citizens * Process Special Management Area (SMA) Use Permit Assessment Applications; development and amendment of departmental administrative rules; investigate and implement appropriate action regarding violations of SMA and Shoreline Setback rules and regulations. Review and process environmental assessments in compliance with Chapter 343, HRS. o From January 1998 to July 2000, assigned to County of Hawaii General Plan Revision Program, which is a comprehensive review and revision of the General Plan every ten years. Main responsibilities include the coordination of review and data acquisition with various federal, state and county agencies, community organizations, and special interest groups; assist in the implementation of geographic information system (GIS). Planner I through IV November 1987 to June 1995 o Processing of changes of zone; Special, Use and Special Management Area Use Permits and other requests requiring Planning Commission action. Prepared background reports and recommendations to the Planning Commission for each application. R o Review and developed recommendations to supervisor on land planning activities and proposals involving other agency's actions, such as those of the State Land Use Commission and Department of Land and Natural Resources. 3 Participated in the implementation of the Planning Department's Geographic Information System (GIS). Updated department's Land Use Inventory (LUI) and Permit Tracking systems (PTS). o Public assistance regarding Zoning and Subdivision Code requirements and other planning - related information and services. Special assignments involved working with the Police Department to develop manpower projections for each district within the county, for the years up to Year 2010. Also involved in initial discussions with department consultants and various agencies regarding the initial development of the department's Keahole to Kailua Development Plan. • Consultant May 1987 to November 1987 o Consultant to Planning Department to assist with implementation of Geographic Information System (GIS). Duties include the digitization of base maps into the GIS and beta -testing of software. Worked closely with department's primary consultant to resolve GIS software problems and limitations. R.M. Towill Corporation -Honolulu Draftsperson March 1986 to December 1986 o Cartographic work on assigned projects utilizing Leroy, scribing and other photogrammetric methods. Primary assignments included the mapping of infrastructure at U.S. military installations in Korea; verification of lands on Kauai owned by the McBryde Sugar Company, and finalizing civil engineering drawings for sewer, water, and electrical transmission facilities for U.S. military bases in Korea and at Schofield Barracks, Oahu. Education • University of Hawaii at Hilo 35 Lanikaula Street Holo, Hawaii 96720 Part-time course work towards Certificate in Planning. 1987 Cm • University of Hawaii at Manoa 2530 Dole Street Honolulu, Hawaii 96822 1982 to 1985 Received Bachelor of Arts degree in Geography with major work in Environmental Studies and Policies. Course work included Environmental Impact Assessment, Geographical Statistics, Cultural Geography, Biogeography, Cartography, Botany, Atmospheric Pollution, Conservation and Resource Management, Climatology, Oceanography and some area courses. • University of Hawaii at Hilo 35 Lanikaula Street Hilo, Hawaii 96720 Course work included undergraduate pre -requisite courses. Current Community Activities • Hawaii County Employees Federal Credit Union Board of Directors — Second Vice Chairperson Member of Marketing and Personnel Committees 1980 to 1982 • Alokele Subdivision Kumiai Currently handling all communications between Kumiai Board and 48 member families Assist with annual Kumiai functions, at least 4 events per year. Previous Vice President 4 YEARS OF EXPERIENCE: Combined — 40 Years With Current firm — 31 Years EDUCATIONAL BACKGROUND: B.S. Business Administration Hawaii Pacific University 1 1989 CERTIFICATIONS: Certified Cost Professional (CCP) Hawaii Contractor CT -20619 LEED AP BD+C Project Management Professional Value Methodology Associate (VMA) ORGANIZATIONS: American Institute of Architects (AIA), Allied Member Association for the Advancement of Cost Engineering International (AACE) American Council of Engineering Companies of Hawaii (ACECH) Honolulu Authority for Rapid Transportation (HART), Board of Directors U.S. Green Building Council (USGBC), LEED AP BD+C onstruction Cost Consultants HL I JOSEPH P. UNO, CCP, PMP, VMA, LEED AP BD+C Principal Estimator Joseph Uno, President of J. Uno & Associates, Inc. (UNO), plays an active role in the design process and participates in site investigations, charrettes, and other team meetings to fully understand the project scope, provide insight on cost, and suggest alternatives that achieve client goals. AACE International officially certified Joseph Uno as a Certified Cost Professional (CCP) after review of his technical paper titled, Testing the Reliability and Validity of Area Cost Factors in Hawaii. The paper demonstrated that actual Hawaii construction costs are as much as double the costs commonly used national databases provide. As a locally established and seasoned cost professional, Mr. Una is now one of only two (2) CCPs in Hawaii and leads a team of twelve (12) cost estimators. RELEVANT PROJECT EXPERIENCE The Mill House Residences Aieo, Oahu, Hawaii 1 2018 Estimated Cost: $58.3 Million 1 Role: Cost Estimator Kuwili Place Mixed -Use Residential and Commercial Complex Honolulu, Oahu, Hawaii 1 2017 Estimated Cost: $13.4 Million 1 Role: Cost Estimator HPHA Palolo Valley Homes Modernization, Buildings 1 through 9 Honolulu, Oahu, Hawaii 1 2018 Estimated Cost: $25.2 Million 1 Role: Cost Estimator Imperial Plaza Tower Sloped Glazing Honolulu, Oahu, Hawaii 1 2020 Estimated Cost: $2.1 Million I Role: Cost Estimator Ulu Ke Kukui Transitional Housing Building and Site Assessment Cualuolei, Oahu, Hawaii 1 2017 Estimated Cost: $92.6 Million 1 Role: Cost Estimator Society of American Military Engineers (SAME) HPHA Makua Alii and Paoakalani ADA Improvements Society for the Marketing of Diamond Head, Honolulu, Oahu, Hawaii 1 2019 Professional Services (SMPS) Estimated Cost: $10.8 Million Role: Cost Estimator INN�.Iinn.e1�,N� I •1�n�..��........ t..4.♦n• r. _l___ nnn n•+�n�� r -,n __ _. _.. E]HUNT i. HUNT CAPITAL PARTNERS Hunt Capital Partners (HCP) is the tax credit syndication division of Hunt Companies, Inc. (Hunt). HCP specializes in the sponsorship of Federal and State Low -Income Housing, Historic, and Solar Tax Credit Investments funds. Since its inception in 2010, HCP has raised over $2.2 billion in tax credit equity in over 40 proprietary and multi -investor funds. HCP manages almost 800 project partnerships representing over 80,000 homes in S1 states and territories. Founded in 1947, Hunt is a privately held company that invests in businesses focused in the real estate and infrastructure markets. The activities of Hunt's affiliates and investors include investment management, asset management, property management, development, construction, consulting and advisory. With 28 years of service in Hawaii, Hunt is a company that has long been recognized for its innovative use of underutilized government properties, as well as its commitment to creating premier master -planned communities that complement the cultural and geographical riches of the Hawaiian Islands. To date, Hunt Companies has developed eight projects on four islands, manages more than 7,000 homes at Ohana Military Communities, has grown to become the second largest owner of multi -family homes and is responsible for the ongoing management of more than 1,300 entitled acres of land on the islands. Hunt's Hawaii projects reflect the company's deep roots in public-private partnerships and innovative projects. HCP has invested in 14 different affordable developments containing 919 units on the islands of Maui, Hawaii and Oahu. HCP has worked with Hawaii based and mainland investors in placing both the federal and state low income housing tax credits generated by these developments. The table below details HCP's affordable housing developments in Hawaii. llliiiiw Project Name Island Type Units Contact E Komo Mai Oahua Family 45 Doug Bigley - Urban Housing Kahuku Oahua Senior 64 Makani Maeva - Ahe Group Imi Ikena Maui Family 28 Keith Stanley - Horizon Development Hale Makana 0 Nanakuli Oahua Family 48 Doug Bigley - Urban Housing Riverside Hawaii Family 74 Doug Bigley - Urban Housing Halawa Oahua Family 121 Joe Michael - Pacific Development Group Kewalo Oahua Family 38 Joe Michael - Pacific Development Group Kalani Gardens Oahau Family 118 Kevin Carney - EAH Kamana Elderly Hawaii Senior 62 Doug Bigley - Urban Housing Kaiwahine Village I Maui Family 64 Doug Bigley - Urban Housing Kaiwahine Village II Maui Family 56 Doug Bigley - Urban Housing Hale Makana 0 Maili Oahua Family 52 Joe Michael - Pacific Development Group The Villages of LaTOpua Hawaii Family 60 Doug Bigley - Urban Housing Kaiaulu 0 Kupuohi Maui Family 89 Doug Bigley - Urban Housing Total 919 Bank of Hawaii provided the financing for HCP's most recent tax exempt bond transaction, Kaiaulu 0 Kupuohi. For more information on HCP, please visit www.huntcapitalpartners.com or for Hunt, please visit www.huntcompanies.com. IS910 Ventura Boulevard, Suite 1100 • Encino, California 91436 • P: (818) 380-6100 • F: (818) 380-6101 I it Bank of Hawaii November 17, 2020 Ms. Audrey Awaya Pacific Housing Assistance Corporation 888 Iwilei Road, Suite 200 Honolulu, HI 96817 Re: Kamakoa Nui — A proposed 120 -Unit affordable housing project located in Waikoloa, Hawaii Island (the "Project") Dear Ms. Awaya: Bank of Hawaii (the "Bank") is pleased to provide this letter of interest in support of the application to the County of Hawaii for the development of this planned project. As currently designed, Kamakoa Nui would produce 120 -units in 13 townhouse -type building on land leased from the County of Hawaii, of which 96 of the units are for tenants at the following income levels: • 6 units for tenants at 30% Average Median Gross Income (AMGI) • 68 units for tenants at 60% AMGI • 22 units for tenants at 80% AMGI Based on the preliminary project narrative and financial schedules that the Bank has received to date, this letter expresses our interest in pursuing financing assistance for the project in the form of construction and permanent debt via the State's Hula Mae Multi -Family Tax -Exempt Bond Program for the Project up to a maximum amount of $31 million. The Bank has a long record of supporting the financing of the construction and operation of properties that have received an allocation of Low Income Housing Tax Credits and utilize the State of Hawaii's Hula Mae Multi -Family Tax -Exempt Bond Program. I have included list of some recent transactions on the following page. The Bank is very supportive of affordable housing initiatives and recognizes the direct contribution, expertise and success attributed to you and your entire project team in delivering new affordable housing units across the state. We are hopeful that with the public-private partnership of the affordable housing tax credit program, we will assist in bringing to fruition another direly needed property to the affordable housing inventory on Hawaii Island. We are grateful to have an opportunity to continue to work with you on increasing affordable housing units across the state. Sincerely, Christopher Abbott Vice President & Affordable Housing Manager Commercial Real Estate Loan Division PO Box 2900 • Honolulu, HI 96846-6000 • boh.com 24 -Hour Customer Service Center. 643-3888 or Toll-free: 1-888-643-3888 LM Bank of Hawaii Selection of transactions recently closed by Bank of Hawaii using the Hula Mae Multi -Family Tax -Exempt Bond Program Pro`ect Name Bond Amount Date of Closin Hale Kalele $45 MM September 2020 Queen Emma Apartments $20 MM October 2019 Mohouii Phase II (participated with Wells Faro $19.7 MM (total bond) $4.8 MM BOHportion) January 2019 Kahului Lani Phase 1 $19.7 MM December 2018 River Pauahi $9.25 MM December 2016 PO Box 2900 - Honolulu, HI 96846-6000 - boh.com 24 -Hour Customer Service Centers 643-3888 or Toll-free, 1-888-643-3888 DICKSON C.H. LEE TAKUSHI WONG LEE & YEE Attorneys at Law, A Law Corporation 841 Bishop Street, Suite 925 Honolulu, Hawaii 96813 Tel. No. (808) 543-9803 - FAX (808) 791-0063 E-mail: lee@twly.org Education Michigan State University, B.A. University of Kansas, J.D. Legal Employment Takushi Wong Lee & Yee Fujiyama Duffy & Fujiyama State of Hawaii Judiciary Community Service (Boards of Directors) Friends of Hawaii Charities, Inc. (current) Mid -Pacific Institute (1977-2017) Aloha United Way (1997-2004) Admission to Practice Law Hawaii Professional Affiliations Hawaii State Bar Association American Bar Association Housing Financing and Development of Affordable Housing Opportunities Mr. Lee has provided legal services for over 40 multifamily projects that provide affordable rental housing opportunities for persons and families of very low, low and moderate incomes and the elderly and persons with disabilities which involved financing from various federal and/or State of Hawaii and/or County programs including the following: • Low Income Housing Tax Credit • Revenue Bond • FHA Mortgage Insurance • Federal Home Loan Mortgage Corporation • Section 202 (Elderly)/Section 811 (Disability) • Transfer of Physical Assets • Rental Housing Trust Fund • Dwelling Unit Revolving Fund • State Rental Assistance Program • Community Development Block Grant • General Excise/Real Property Tax Exemptions In 1995, HUD recognized him with its "Mahalo Award" for his support of housing and community development projects and commitment to providing safe and affordable housing to the people of Hawaii. Representative Affordable Housing Clients: Pacific Housing Assistance Corporation 888 lwilei Road, Ste. 200 Honolulu, Hawaii 96813 Big Island Housing Foundation 688 Kinoole Street, Ste. 102 Hilo, Hawaii 96720 SVdP Social Services Housing Corporation 3059 Maigret Street Honolulu, Hawaii 96816 Steadfast Housing and Development Corporation 888 Iwilei Road, Ste. 250 Honolulu, Hawaii 96813 Mental Health Kokua 1221 Kapiolani Boulevard, Suite 345 Honolulu, HI 96814 The ARC in Hawaii 3989 Diamond Head Road Honolulu, HI 96816 IM 1i Firm Profile and Background Information N&KCPAs, Inc. ACCOUNTANTSICONSt,L;�� � 999 BISHOP STREET, SUITE 2200 1 HONOLULU, HAWAII 96813 T (808) 524-2255 F (808) 523-2090 1 nkcpa.com Ev, Table of Contents ORGANIZATION, SIZE AND STRUCTURE It. STAFF QUALIFICATIONS [34 n Page 1 Organization, Size and Structure a 1 00' IR R Firm Profile: N&K CPAs, Inc. Local Traditions N&K is a local firm that values its autonomy and its local traditions. We are very committed to the Hawaii market, as evidenced by our 46 years of serving the people of this state. The firm was founded in 1973 with a staff of nine people. Today, the firm is one of the largest CPA firms in the State of Hawaii with 70 personnel, which now includes eight principals. On the latest list of national and local CPA firms on Oahu from February 2020, compiled by Pacific Business News, N&K is ranked number four. Of our total personnel, we have 57 locally -based professionals„ 26 of whom are CPAs. Because we have only one office and it is based here in Hawaii, our local clients are our first priority. Our principals, managers, and staff who are assigned to this engagement will devote whatever time it takes to see that the work is done accurately, timely, and efficiently. We have five major divisions in the firm: Audit Services, Business and Tax Services, Management Consulting, Information Technology, and Administrative Services_ Team members in these divisions serve approximately 1,500 clients in total. We provide services to clients ranging from small to large commercial businesses, nonprofit organizations, government entities, and individuals. Our services are separated into three major areas: Business Health Services, Business Growth Services, and Services to Individuals. Business Health Services are the compliance services we perform to help maintain the business health of our clients. These services include audit, review, and compilation, business tax return preparation and planning; information technology; and human resources. Our Business Growth Services are the special services we perform to help our clients grow and prosper. These services include business consulting, strategic and business planning, internal auditing, and sales coaching and training. Lastly, our Services to Individuals include individual tax return preparation and planning, estate tax planning and preparation, and business succession planning. Only a full-service accounting firm can offer this range of services to our clients, Page 1 IR Firm Profile: N&K CPAs, Inc. Firm Size Our firm currently employs a total of 68 full-time staff. We have 33 certified public accountants on our staff. Our staff is made up of the following: Principals 8 Senior Managers 11 Managers 9 Seniors and associates 28 Bookkeepers and Translators 4 Administrative 10 Quality Control N&K prescribes the firm's quality control policies and procedures in a Quality Control Manual. All members of the NOW firm are responsible for understanding, implementing, and adhering to these policies and procedures. PW) Our firm is a member of the American Institute of I C Certified Public Accountant's Private Companies Practice Section (PCPS). One of the requirements of membership is that the firm undergoes periodic peer reviews of its quality control systems. WN In October 2017, we underwent our ninth peer review under guidelines established by the American Institute of Certified Public Accountants (AICPA). The reviewers made an independent assessment of the firm's quality control policies and procedures and inspected the working papers and reports on a representative sample of accounting and auditing engagements. They also inspected the firm's administrative files and records and interviewed professional personnel. As in our previous peer reviews, the reviewer's opinion was again unmodified and we received a rating of "Pass." The reviewer's report has been accepted by the PCPS for the public files maintained at the AICPA. Our firm committed itself to periodic peer reviews when we joined the PCPS. We joined because we believe that our clients, users of our clients' financial statements, and our own staff deserve independent assurance that our firm provides quality services. In addition, our clients can be assured that our personnel are adequately trained and that we are keeping abreast of current developments. Page 2 III IR Firm Profile: N&K CPAs, Inc. N&K has a long-standing reputation for integrity, proficiency and quality of service. We practice in compliance with the rules of professional conduct of the AICPA, the EBPAQC, the GAQC and the PCPS and various applicable state organizations and federal agencies. Our tailored audit approach provides a value-added component, that when combined with our depth, strength, and responsiveness, makes the difference in the quality of service to your Company. National and International Resources Additionally, we are members of CPAmerica International, Inc. (CPAmerica), an exclusive international organization of independent certified public accounting firms and Crowe Horwath CPAmedcairm.,.l International (Horwath) one of the largest accounting tM* associations in the world. Through our association with CjoM CPAmerica and Horwath, we are able to provide quality, knowledgeable, worldwide service to you. Our membership in CPAmerica supplements the capabilities and resources of our firm through affiliation with other member firms' research, education and training programs. The benefits to our clients include: • The shared experiences of members provide us the expertise to deal with any business situation. Specific member firms may be consulted when special knowledge and an additional perspective will help answer questions about a client's business. • Comprehensive continuing professional education programs are available to our professional staff. The CPAmerica network includes more than 100 offices located in almost every major metropolitan area of the United States. Horwath's network consists of more than 110 member and correspondent firms with over 400 offices throughout the world. This unique cooperative relationship rivals the service capabilities of national accounting firms. When the need arises, our firm can function as a single -practice unit through members of the CPAmerica/Horvath network and still maintain our local autonomy and commitment to you for service excellence. Experience Our firm has extensive accounting and tax experience in various industries including retail, wholesale, real estate, construction, nonprofit, government and employee benefit plans. As described on our individual team member resumes, our firm has a diverse knowledge in many different industries and works closely with our clients to provide them with the service and expertise needed in today's business world. Page 3 IM IR Firm Profile: N&K CPAs, Inc. Use of Technology We made a major commitment to technology and have invested heavily into hardware, software and training. We have two full time IT consultants on staff to maintain our internal system and assist clients with technology issues. We also have a strong working relationship with a reputable IT company in Honolulu to assist us or our clients with complex technology issues. Our auditing professionals fully utilize ProSystem Engagement software to manage attestation engagements. We prefer to receive audit documentation in electronic form, with portable scanning used to minimize paper files. We also utilize web -based reference materials that provide extensive audit/accounting resources. Where appropriate, we utilize data mining software to perform certain procedures and transmit all sensitive client documents via a secure internet portal. Our investment in technology and use of these resources have improved our audit efficiency and ability to have our auditors work remotely (e.g. off -island) and allow for collaboration with management or other team members that are in a different location. We also utilize audit tools from Practitioners Publishing Company (PPC) that allow us to tailor our audit program and risk assessments specifically to your Company. Timely Execution of Services We will commence our services according to the timeline specified by your Company and ensure continuous communication with your personnel. We encourage significant two-way communication, and it would not be uncommon, in addition to regularly scheduled meetings, for members of your Company to informally contact us, or vice versa, with questions, concerns, or follow-up thoughts throughout the year. Staff Turnover Several years ago, we undertook to change our firm culture and made the commitment to work diligently, no matter what it took, to find ways to make our firm the "firm of choice" for both our team members and our clients. We knew that by hiring and retaining the best and nurturing their careers through coaching and training, our personnel would then be able to provide their expertise to our clients and give our clients the top quality service they deserve. For this reason, former employees also refer business to us. We have taken major strides to improve our work environment and to change our firm culture to one of work and personal life balance, flexibility, and a commitment to learning. We believe these changes, plus the added benefits we provide, contribute significantly to our low staff turnover for most of the past few years. Page 4 Staff Qualifications RESOURCES ILI t*� Firm Profile: N&K CPAs, Inc. R Our Service Team / Experience Having been a part of Hawaii's business landscape for 47 years, we have provided services for clients from various industries. This has allowed our personnel to have a wealth of diverse experiences including servicing clients in various areas of manufacturing, wholesale, retail and the construction industry. We also have experience with the accounting and tax reporting for business combinations and reorganizations including purchase accounting matters for clients in these industries. �s Developer - Pacific Housing Assistance Corporation • Kaneohe Elderly Housing Project - 30 units^- • Waimanalo Kupuna Housing Project - 86 units • Palehua Terrace Phase 2 - 64 units • Courtyards at Mililani Mauka - 48 units • The Courts - 48 units • The Villas at Aeloa - 72 units • Maluohai Pacific - 72 units • Senior Residence at Iwilei - 160 units Contact: Ms. Audrey Awaya Phone: 808-523-5681 Email: aawava(a)-pacific-housing.org Developer - Stanford Carr Development, LLC • Halekauwila Place - 204 units • Franciscan Vistas Ewa -150 units • Hale Kewalo - 128 units Contact: Mr. John Shimogawa Phone: 808-547-2230 Email: iohns(a-)-stanfordcarr.com Developer - Mutual Housing Association of Hawaii • Palolo Valley Homes - 306 units • Kooloaula Housing Project Phase 1 - 120 units • Kooloaula Housing Project Phase 2 - 188 units Contact: Mr. David Nakamura Phone: 808-550-0804 Email: dnakamura()-mutual-housing.org R Page 6 Lawrence Chew, CPA, CDMA - Assurance Principal Firm Profile: N&K CPAs, Inc. Lawrence joined the firm in 2414 as a Principal in the Assurance Services Division. Prior to joining the firm, Lawrence was a partner at the national firm of Grant Thornton LLP and another local firm. He graduated from the University of San Francisco with a Bachelor of Science degree in Accounting. Besides a CPA designation, Lawrence is also a Chartered Global Management Accountant. He is licensed to practice in the State of Hawaii and the State of California (inactive). Lawrence's professional affiliations include the American Institute of Certified Public Accountants, the Hawaii Society of Certified Public Accountants, and CPAmerica International. Lawrence currently is a Director on the Board of Ronald McDonald House Charities of Hawaii, Treasurer of the Better Business Bureau Foundation of Hawaii and past board chairperson of the Better Business Bureau of Hawaii. Lawrence is responsible for all audit and review engagements related to ESOPs the firm currently handles. Lawrence has over 34 years of experience in providing clients requiring accounting, audit, tax and management consulting services to in the following industries: w • Construction contractors • Continuing care retirement communities • Employee benefit plans • Financial services • Government • Manufacturing • Nonprofit organizations • Private schools • Real estate development • Retail • Wholesale Page 7 M IR Firm Profile: N&K CPAs, Inc. Blake Isobe, CPA, CGMA — Assurance Principal and Managing Principal Blake joined the firm in January of 1999. Blake graduated from the University of Hawaii at Manoa with a Bachelor's degree in Business Administration in 1998. He received his CPA certification from the State of Hawaii in 2002. Besides a CPA designation, Blake is also a Chartered Global Management Accountant. Blake has over 16 years of experience in public accounting and is versed in providing audit, accounting, and management consulting to various clients. Blake became a principal at N&K in January 2013.. Blake's professional affiliations include the American Institute of Certified Public Accountants, the Hawaii Society of Certified Public Accountants, and CPAmerica International. He is also a member of the Association of Certified Fraud Examiners and a board member of the Honolulu Japanese Chamber of Commerce (Director) and Aloha Council of the Boy Scouts of America. Blake has over 20 years of public accounting experience and serves as principal in charge of clients requiring tax, accounting, management consulting, and audit services. Blake has performed audit, review and internal audit work along for various industries including: • Affordable housing developments • Community associations • Condominium development • Construction contractors • Employee benefit plans • Fixed -base operators • Government • Health care providers and centers • Insurance agencies • Mortgage brokers • Nonprofit organizations • Private schools • Professional service providers • Property management • Real estate development • Real estate investments • Rental housing projects • Restaurants • Retail • Wholesale Page 8 IMI Dwayne Takeno, CPA — Assurance Principal Firm Profile: N&K CPAs, Inc. Dwayne graduated from the University of Southern California with a Bachelor's of Science degree in Accounting in 1993. He received his CPA certification from the State of Hawaii in 1997. Besides a CPA designation, Dwayne is also a Chartered Global Management Accountant. Dwayne's previous experience includes over 20 years of experience in public accounting at an international accounting firm and is versed in providing audit, accounting, and management consulting to various clients. Dwayne became a principal at N&K in August 2014. Dwayne's professional affiliations include the American Society of Certified Public Accountants, the Hawaii Society of Certified Public Accountants, the Association of Government Accountants and CPAmerica International. Dwayne currently serves as a director and for the Better Business Bureau of Hawaii and Lanakila Pacific. He also is the chair of the Peer Review Oversight Committee of the Hawaii Board of Public Accountancy Dwayne has over 25 years of public accounting experience and serves as principal in charge of clients requiring tax, accounting, management consulting, and audit services. Dwayne has performed audit, review and internal audit work along for various industries including: • Community associations • Construction contractors • Credit unions • Employee benefit plans • Government • Insurance agencies r.l. • Nonprofit organizations • Private schools • Real estate development • Rental housing projects • Retail • Wholesale Page 9 N IR Chad K. Funasaki, CPA, CGMA - Assurance Principal Firm Profile: N&K CPAs, Inc. Chad joined the firm in October of 1995. Chad graduated from the University of Hawaii at Manoa with a Bachelor's degree in Business Administration in 1995. He received his CPA certification from the State of Hawaii in 2000. Chad has over 20 years of experience in public accounting and is versed in providing audit, accounting, and management consulting to various clients. Besides a CPA designation, Chad is also a Chartered Global Management Accountant. Chad became a principal at N&K in January 2014. Chad's professional affiliations include the American Society of Certified Public Accountants, the Hawaii Society of Certified Public Accountants, and CPAmerica International. Chad has over 23 years of public accounting experience and serves as principal in charge of clients requiring tax, accounting, management consulting, and audit services. Chad has performed audit, review and internal audit work along for various industries including: • Affordable housing developments • Nonprofit organizations • Agriculture (coffee) • Private schools • Community associations • Property management • Condominium development • Real estate development • Construction contractors • Religious organizations • Credit unions • Rental housing projects • Employee benefit plans • Retail • Government • Travel and tour agencies • Insurance agencies • Wholesale • Mortgage brokers Page 10 R Michael Tanaka, CPA, CGMA - Tax Principal Finn Profile: N&K CPAs, Inc. Michael joined N&K in 1985 and now has over 30 years of experience providing tax, accounting, and management consulting services to various clients. He graduated from the University of Hawaii at Manoa with a Bachelor of Business Administration degree and earned his CPA certificate in 1990. In addition to his CPA designation, Michael also has a Chartered Global Management Accountant designation. He became a principal of the firm in 2010. Michael is a member of the American Institute of Certified Public Accountants, the Hawaii Society of Certified Public Accountants, and CPAmerica International. He is a past President of the Hawaii Society of Certified Public Accountants and a Director of Harris Preschool. Michael has over 30 years of public accounting experience in various industries. Industries he services include: • Affordable housing developments • Construction contractors • Health care providers • Hotels • Manufacturing • Mortgage brokers • Nonprofit organizations • Professional service providers • Real estate development • Real estate investments • Rental housing projects • Restaurants • Retail • Software developers • Travel and tour agencies • Unions • Wholesale Page 11 11 Wesley B. Hiyane, CPA - Tax Principal Firm Profile: N&K CPAs, Inc. Wes was a tax manager with a national accounting firm before joining N&K in 1990. He received his Bachelor of Business Administration degree from the University of Hawaii at Manoa and in 1984, he received his Hawaii CPA certificate. Wes is the principal in charge of the firm's Business & Tax Services Division. His business and professional affiliations include the American Institute of Certified Public Accountants, the Hawaii Society of Certified Public Accountants, and CPAmerica International. He was a past Treasurer for both the Oahu Contractors Association and Palama Settlement. He is currently serving as a Director for the Kuakini Medical Center and CSI, Inc. Wes has over 36 years of experience in providing clients requiring accounting, tax and management consulting services in the following industries: • Construction contractors Professional services • Employee benefit plans • Real estate development and sales • Financial services Restaurants • Healthcare Retail and Wholesale • Nonprofit organizations Page 12 Ying Yan Chen, CPA, CGMA - Tax Principal Firm Profile: N&K CPAs, Inc. Ying began her career at N&K CPAs, Inc. in 2005. She received a Bachelor of Business Administration degree in Accounting, Finance, and International Business and a Masters in Accounting from the University of Hawaii at Manoa. She received her Hawaii CPA license in 2008. Ying's professional affiliations include the American Institute of Certified Public Accountants, the Hawaii Society of Certified Public Accountants, and CPAmerica International. She is also a member of the Chinese Chamber of Commerce of Hawaii and Honolulu Japanese Chamber of Commerce. Ying focuses on providing tax and consulting services to retailers and wholesalers. Her responsibilities include corporate, partnership, trust and individual tax planning, preparation and review, as well as serving as relationship manager to a variety of high net worth clients. Her background includes corporate and individual income tax projections, determination of estimated payments, dealing with the IRS and state tax agencies, and handling complicated tax compliance issues such as corporate tax returns, and intricate state income tax returns. Ying has over 13 years of public accounting experience in various industries. Industries she services include: • Construction contractors • Manufacturing • Insurance agencies • Professional service providers • Real estate development N • Real estate investments • Restaurants • Retail • Wholesale Page 13 rkpol N&KCPAs, Inc. ACCOUNTANTS{CONSULTANTS (w 1003 BISHOP STREET, SUITE 22001 HONOLULU, HAWAII 96813 T (808) 524-2255 F (808) 523-2090 1 nkcpa.com IN d. Minimum of three (3) projects examples that were completed the proposer of similar scope for review with contact information for each project. Workforce Housing Protects Project: The Courts Location: 1119 Lanai Avenue, Lanai City, Hawaii 96763 Land Area: 84,554 square feet (1.94) Units & Features: 11 two-story walk up buildings with 38 one -bedroom units and 10 two-bedroom units totaling 48 units for families earning 60% of AMI Apartments include a refrigerator, range, disposal, drapes, with water and sewer included in the rent. The development includes community laundry area, picnic areas and 72 parking stalls. Development Type: New Construction; Rental Housing Developer: Pacific Housing Assistance Corporation Project Manager: Audrey Awaya Owner: The Courts LLC, a Hawaii Limited Liability Company Pacific Housing Lanai LLC (General Member), Pacific Housing Assistance Corporation, Managing Member of the General Member Architect: Design Partners, Inc. Legal Counsel: Takushi Wong Lee & Yee — Dickson C. H. Lee, Esq. Audit, Tax & Acct. N&K CPAs Inc. Financing: 9% Federal and State Low Income Housing Tax Credits & Private Financing Placed in Service: September 2007 The Courts was constructed to meet the increasing demand in 2005 for housing from anticipated construction and hotel employment growth on Lanai. Increases in construction activity meant more construction workers from off island needing housing on Lanai. The change in the management of The Manele and The Lodge at Koele hotels from Castle & Cooke Resorts to The Four Seasons resulted in the need for more hotel employees who also needed somewhere to live at time when there were no vacant rental units on Lanai. The Courts was developed to provide workforce housing for these construction workers, hotel employees and employees of Castle & Cooke Resorts. Contact: Pulama Lanai (Castle & Cooke Resorts's successor) Garrett Tokuda, Senior Vice President Telephone: (808) 237-2001 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 12 Project: Kilauea Estates Location: Kilauea Town, Kauai, Hawaii Units: 49 single family homes persons earning up to 120% of AMI Development Type: New Construction; For Sale Housing Developer: Pacific Housing Assistance Corporation Project Manager: Audrey Awaya Audit, Tax & Acct. N&K CPAs Inc. Financing: City and County of Honolulu Community Development Block Grant Loan First Hawaiian Bank construction and homebuyer mortgage loans Completion: 1998 Kilauea Estates, a 49 -unit single-family fee -simple subdivision located on Kauai. This housing project was developed to provide workforce housing for employees of The Princeville Corporation, The Princeville Hotel and workers employed by businesses located in the Princeville area. Completed in 1998, Kilauea Estates was constructed with loan funds from the County of Kauai Paku'i Housing Program and First Hawaiian Bank. The Paku`i Housing Program was established in 1992 with federal CDBG emergency disaster funding granted to the County in the aftermath of Hurricane Iniki. Three single - story, three-bedroom, two -bath models with sales prices ranging from $159,500 to $161,900 were sold to families earning at or below 80% of the median income for Kauai. The project also included a two-story, three-bedroom two -bath model for $178,000 for those earning below 120% of AMI. Contact: Gary Mackler, Former Administrator of Kauai Housing Agency Telephone: (808) 652-4205 Project: Lokahi Green in Ewa Location: Ewa Villages, Oahu, Hawaii Units & Features 96 single family homes for persons earning up to 80% of AMI Development Type: New Construction; For Sale Housing Developer: Lokahi Greens in Ewa, Inc. Pacific Housing Assistance Corporation, Development Manager Project Manager: Audrey Awaya Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 13 D Financing Completion City and County of Honolulu Community Development Block Grant Loan (land acquisition), First Hawaiian Bank (construction loan), & Unity House (line of credit) 2000 Lokahi Greens in Ewa is a workforce housing development with preference for buyers who were members of the trade and employment unions in the State of Hawaii. Located in Ewa Villages adjacent to the Ewa Villages Golf Course, the subdivision includes 96 fee -simple three and four-bedroom homes. The Developer, Lokahi Greens in Ewa, Inc. and the project Sponsor, Unity House, Inc. offered 5 models all with covered front porches and back lanais. Large lot sizes averaging over 5,000 square feet and generous sized homes ranging 1,846 to 2,082 square feet made Lokahi Greens in Ewa the best buy in the area at that time with sales prices from $146,400 to $186,900 Contact: Patrick Kubota, Former Executive Director of Unity House Inc. Telephone: (808) 833-2225 Similar Rental Housing Projects Developed by Pacific Housing: Project: Senior Residence at Kaneohe Location: 45-705 Kamehameha Hwy. Kaneohe, Hawaii Similar to Scope Of Work in this RFP: New Construction of rental housing complex State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits and Rental Housing Revolving Fund loan Completed within budget and on time. Units and Features: 74 apartments for seniors and a resident manager's unit The development includes large community room laundry facilities, storage lockers and resident and guest parking stalls. Developer: Pacific Housing Assistance Corporation Project Manager: Karen Arakawa Legal Counsel: Takushi Wong Lee & Yee — Dickson C. H. Lee, Esq. Audit, Tax & Acct. N&K CPAs Inc. Financing: State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits and Rental Housing Revolving Fund loan Completion: 2000 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 14 Reference Contact: Hawaii Housing Finance and Development Corporation — Darren Ueki, Finance Manager Telephone: (808) 587-0574 AIG/SunAmerica: Martin Elliot Telephone: (415).836.2706 Project: Kulanakauhale O Na Kupuna Location: 14-209 Ilauhole Street, Waimanalo, Hawaii Similar to Scope Of Work in this RFP: New Construction of rental housing for mixed Income households 30% to 100% State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits and Rental Housing Revolving Fund loan Completed within budget and on time. Units and Features: 85 garden apartments for seniors and a resident manager's unit The development includes large community room laundry area, picnic area, garden plots and resident and guest parking stalls. Developer: Pacific Housing Assistance Corporation Project Manager: Audrey Awaya Legal Counsel: Takushi Wong Lee & Yee — Dickson C. H. Lee, Esq. Audit, Tax & Acct. N&K CPAs Inc. Financing: State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits and Rental Housing Revolving Fund loan Department of Hawaii Home Lands loan and rental subsidy Office of Hawaii Affairs Grant Federal Home Loan Bank of Seattle Completion: 2002 Reference. Contact: Hawaii Housing Finance and Development Corporation — Darren Ueki, Finance Manager Telephone: (808) (808) 587-0574 AIG/SunAmerica: Martin Elliot Telephone: (415).836.2706 Department of Hawaii Home Lands: Niniau Kawaihae Telephone: (808) 620-9513 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 15 X Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 16 Project: Palehua Terrace 2 Similar to Scope Of Work in this RFP: New construction of rental housing for families Low rise walk-up State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits and Rental Housing Revolving Fund Loan Completed within budget and on time. Location: 92-1074 Palahia Street, in Makakilo, Oahu 64 apartments for families comprised of 56 two-bedroom units and 8 three-bedroom units on a 4.6 acre site. The project includes a community room, project office, on-site resident manager, a picnic area, 130 resident parking stalls and 6 guest parking stalls. Developer: Pacific Housing Assistance Corporation Project Manager: Karen Arakawa Audit, Tax & Acct. N&K CPAs Inc. Financing: State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits & Rental Housing Revolving Fund loan and City and County of Honolulu HOME loan. Bank of Hawaii Completion: 2005 Reference. Contact: Hawaii Housing Finance and Development Corporation — Darren Ueki, Finance Manager Telephone: (808) (808) 587-0574 Project: The Courtyards at Mililani Mauka Similar to Scope Of Work in this RFP: New construction of rental housing complex for families Low rise walk-up State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits Completed within budget and on time. Location: 95-1015 Koolani Drive, Mililani Hawaii, Oahu 48 one, two and three-bedroom apartments in six two- story buildings and a common laundry/project office with 90 parking stalls. Developer: Pacific Housing Assistance Corporation X Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 16 Architect: Design Partners, Incorporated Legal Counsel: Takushi Wong Lee & Yee — Dickson C. H. Lee, Esq. Audit, Tax & Acct. N&K CPAs Inc. Financing: State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits Bank of Hawaii Permanent Loan Completion: 2007 Reference Contact: Hawaii Housing Finance and Development Corporation — Darren tleki, Finance Manager Telephone: (808) (808) 587-0574 WNC & Associates, John Lordi Telephone: (949)-236-8103 Project: The Villas at A'eloa Similar to Scope Of Work in this RFP: New construction of rental housing complex for families Low rise walk-up State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits & BOH Loans Completed within budget and on time. Location: 91-1118 Namahoe Street, Kapolei, Hawaii 96707 72 total units with 19 one bedroom, 31 two bedroom, 21 three-bedroom apartments and one two bedroom resident manager's unit in nine two-story walk up buildings. A centrally located single story building includes the resident manager's office and the community laundry room. The project includes 147 parking stalls for residents and guests. Developer: Pacific Housing Assistance Corporation Project Manager; Audrey Awaya Architect: Design Partners, Incorporated Legal Counsel: Takushi Wong Lee & Yee — Dickson C. H. Lee, Esq. Audit, Tax & Acct. N&K CPAs Inc. Financing: State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits City and County of Honolulu HOME loan Bank of Hawaii Construction & Permanent Loan Completion: 2009 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 17 Reference Contact: Hawaii Housing Finance and Development Corporation — Darren Ueki, Finance Manager Telephone: (808) (808) 587-0574 WNC & Associates, John Lordi Telephone: (949)-236-8103 Project: The Villas at Malu'ohai Similar to Scope Of Work in this RFP: New construction of rental housing complex for families State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits and Bank of Hawaii Construction and Permanent Loan, Bank of Hawaii tax credit equity Location: 91-1025 Kaiau Avenue, Kapolei, HI 96707 72 -unit apartment complex for low income families. 71 apartments comprised of 55 two-bedroom one bath apartments, 16 three-bedroom two bath apartments and one resident manager's unit. The four-story building includes an elevator, a resident manager's office located on the ground floor and a community laundry room and storage on each floor. All units include air conditioning and come with two parking stalls. In total the project provides 160 parking stalls, 144 for residents and 16 for guests. Developer: Pacific Housing Assistance Corporation Project Manager: Audrey Awaya Architect: Design Partners, Incorporated Legal Counsel: Takushi Wong Lee & Yee — Dickson C. H. Lee, Esq. Audit, Tax & Acct. N&K CPAs Inc. Financing: State of Hawaii Housing Finance and Development Corporation Federal and State Low Income Housing Tax Credits & Rental Housing Revolving Fund loan City and County of Honolulu HOME loan Bank of Hawaii Construction & Permanent Loan Completion: 2011 Reference Contact: Hawaii Housing Finance and Development Corporation — Darren Ueki, Finance Manager Telephone: (808) (808) 587-0574 WNC & Associates, John Lordi Telephone: (949)-236-8103 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 18 L Project: Senior Residence at Iwilei Similar to Scope Of Work in this RFP: New construction of rental housing State of Hawaii Housing Finance and Development Corporation 4% Federal and State Low Income Housing Tax Credits, HulaMae Multifamily Revenue Bonds, Rental Housing Revolving Fund loan Location: 888 Iwilei Road, Honolulu Hawaii Oahu The improvements consist of a 15 -story high rise tower containing 146 1 -bedroom and 14 2 -bedroom units (total of 160 units), an adult day center and office space for private, nonprofit entities, and 165 on-site parking stalls in a separate parking structure. Common laundry facilities and passive recreational space will be provided on the 311 floor of the residential tower. Developer: Pacific Housing Assistance Corporation Project Manager: Karen Arakawa Legal Counsel Takushi Wong Lee & Yee — Dickson C. H. Lee, Esq. Audit, Tax & Acct. N&K CPAs Inc. Financing: State of Hawaii Housing Finance and Development Corporation 4% Federal and State Low Income Housing Tax Credits, HulaMae Multifamily Bonds, Dwelling Unit by City Group Community Capital, Revolving Fund loan, Rental Housing Revolving Fund loan State of Hawaii General Obligation Bond City and County of Honolulu CDBG grant Federal Home Loan Bank of Seattle grant Completion: 2014 Reference Contact: Hawaii Housing Finance and Development Corporation — Darren Ueki, Finance Manager Telephone: (808) (808) 587-0574 WNC & Associates, John Lordi Telephone: (949)-236-8103 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 19 B. Project staffing and project organization Method which will be used by Proposer to manage the project and identify key personnel assigned. Staff positions that are anticipated to be hired if this contract is awarded. Staff assignments delineated as specified in Scope of Work and described as required in the evaluation criteria. a_ Project organizational chart indicating all communication/reporting relationships among the project staff, subProposers, and suppliers and assigned work tasks. The organizational chart for the proposed project showing all communication reporting relationships is included in this section and is detailed below. All development team members will have primary contracts, subcontract or agreements with Pacific Housing. Developer/Proposer: Pacific Housing Assistance Corporation Executive Director Pacific Housing Development Staff Senior Project Manager: Audrey E. Awaya Project Manager: Karen Arakawa The project management staff of Pacific Housing will oversee the development of the Kamakoa Nui project. The duties and responsibilities of the project management staff include: Project Development: Coordinates and performs development activities housing projects including: a. Site/infrastructure evaluations, title review and land lease b. Negotiating development agreements. c. Assessment of alternative development concepts. d. Preparation and analysis of cost estimates, development budgets and feasibility studies. e. Preparation of development schedules and development and operating cash flow requirements. f. Identification of potential funding sources. g. Participation in the selection of the project development team and consultants. i,. Manage project development team consultants of legal, design, accounting/auditing, financing, marketing, property f management, environmental, and archeological. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 20 i. Coordination of applications for permits and approvals. j. Manage project title insurance and escrow closings. k. Assistance in the bidding/negotiation of construction and consultant contracts. I. Preparation of project development and construction funding requests. m. Monitoring construction through completion and acceptance of the project. n. Coordinate with property managing agent marketing, rent -up, and occupancy of housing projects. o. Coordinate loan and equity finance closings of projects. p. Ensuring timely close-out of the project and release of Development Fees. Project Funding: Participates in negotiating financing terms to secure commitments for the Corporation's projects from: a. Private and public grants. q. Governmental financing programs. r. Sources of tax-exempt financing. s. Conventional loans from private institutions. t. Syndication of low-income housing tax credits. Coordinates closing and funding project construction and permanent loans, equity investments, and grants. Development Team/subProposers Pacific Housing's development team for this Kamakoa Nui project are as follows: • General Contractor: Moss Construction Site and building construction • Architect: Design Partners Inc. Architectural design, plans and construction inspection • Civil Engineer: Sam O Hirota Inc. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 21 Site engineering design and construction inspection • Surveying Sam 0 Hirota Inc. Topographic, boundary, and ALTA surveys, and easement surveying and descritpiton • Soils Engineer Geolabs, Inc. Soils report and foundation construction monitoring & inpsection • Cost Estimator: J. Una & Associates Construction cost estimate • Planning PBR Hawaii Daryn Arai, LLC Preparation, processing and obtaining approval of the Environment Assessment,/FONSI and 201-H exemptions • Financing: Hunt Capital Partners Low Income Housing Tax Credit equity syndicator Bank of Hawaii Hula Mae Multifamily Bond purchaser for construction and permanent financing • Audit, Tax & N&K CPAs Inc. Accounting Cost certification audits, tax and accounting consulting • Legal Takushi Wong Lee Yee Real estate legal counsel for development agreements, leases, financing • Market Study: Data@Work — Ricky Cassiday Market demand study Pacific Housing Assistance Corporation Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 22 31 Director of Asset Management — Connie Yu-Pampalone Supervises the property management firm including the initial marketing and leasing of units, hiring of resident manager and on- site and contractual staff, • Managing Agent: To be selected. Management and operation of the property including unit rental, maintenance of building and grounds, resident manager & tenant relations Pacific Housing Assistance Corporation Bookkeeper/Admin. Assistant Manages the deposits of project development funds and makes payments to development team members and vendors. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 23 ORGANIZATIONAL CHART Pacific Housing Assistance Corporation Kamakoa Nui Development Developer: Pacific Housing Assistance Corporation - Executive Director Pacific Housing - Development Staff: Senior Project Manager & Project Manager Kamakoa Nui Development Team (team members listed in Section 2. B. a.) Pacific Housing - Asset Management Staff: Director of Asset Management Kamakoa Nui Property Management Pacific Housing - Bookeeper/Admin Asst. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 24 b. Names and resumes of the proposed key personnel. The Executive Director, Senior Project Manager, Project Manager and the Director of Asset Management are the key personnel of Pacific Housing Assistance Corporation who will be directly involved in the development and operation of the proposed Kamakoa Nui project. After a long and successful 34 years with the corporation, the Executive Director of Pacific Housing retired in October 2020. The search for a replacement is underway and a new Executive Director is expected to be in place in early 2021. The job description for the Executive Director is included in this section to show the qualifications that the next Executive Director must possess. In the interim, the Senior Project Manager will also serve as the Interim Executive Director of Pacific Housing and will oversee the development of Kamakoa Nui project. The complex task of successfully developing and operating affordable housing requires the ability to package a financing program that balances the desire of affordable rents to tenants and the need to operate the project feasibly on a long term basis. The Senior Project Manager and Project Manager at Pacific Housing are highly familiar with financing programs listed below and have utilized the financing for projects developed by Pacific Housing. State HHFDC Federal and State Law Income Housing Tax Credits State HHFDC.; Hawaii Rental Assistance Revolving Fund; State HHFDC.; Rental Housing Revolving Fund (Rental Hsing Trust Fund) State HHFDC; Dwelling Units Revolving Fund State HHFDC.; Hula Mae Multifamily Revenue Bond Program State of Hawaii General Obligation Bond Funds Home Investment Partnership Program Community Development Block Grant Fannie Mae/Freddie Mac Loans (Loan originated by private lenders) Hawaii Community Reinvestment Corporation Federal Home Loan Bank of Seattle; Affordable Housing Program Department of Hawaiian Home Lands Office of Hawaiian Affairs HUD Section 811 Supportive Housing for the Handicapped HUD Section 202 Supportive Housing for the Elderly Harry and Jeanette Weinberg Foundation Private Lender Financing; Bank of Hawaii, First Hawaiian Bank Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 25 Senior Project Manager/interim Executive Director - Audrey E. Awaya • Education:. o B.S. University of Hawaii, Manoa, 1981 o Masters in Urban and Regional Planning, University of Hawaii, Manoa, 1990 • Employment o Pacific Housing Assistance Corporation, Project Manager 1986-1995, Senior Project Manager 1995 -Present o State of Hawaii, Department of Business and Economic Development, Coastal Zone Management Program, Planner 1986 o Hawaii State Legislature, Researcher Senator Gerald K. Machida, Chairman Labor and Employment Committee; 1986 o Rural Housing Project; Research Assistant 1985-1986 o State of Hawaii, Department of Business and Economic Development, Coastal Zone Management Program, Graduate Intern 1984-1985 Audrey Awaya has been employed at Pacific Housing for 34 years as a Project Manager or Senior Project Manager. At Pacific Housing, Audrey was directly involved in the development of 1,143 housing units or 41 rental or for sale housing projects of which 15 projects included 20 or more residential units. Project Manager - Karen R. Arakawa • Education o B.A. University of Puget Sound, Tacoma WA • Employment o Pacific Housing Assistance Corporation; Project Manager, 1995 - Present Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 26 o Department of Housing and Community Development, City and County of Honolulu Positions Held: Planner VI (1/92 — 1995) Planner V (10/86 — 1/92) Planner IV (11/83 — 10/86) Planner II (11/81— 11/83) During her 25 -year tenure at Pacific Housing, Karen Arakawa, Pacific Housing's Project Manager directly oversaw the development of 13 affordable housing projects of which 8 included more than 20 units. Of the 496 units that were developed and or acquired under Karen's direct supervision, the Senior Residence at Iwilei affordable senior rental housing project is her most recently completed project. Director of Asset Management - Connie Yu-Pampalone Pacific Housing's Director of Asset Management position is held by Connie Yu- Pampalone. Connie will be in charge of the dayto day operations and long term management of the proposed project. She will oversee the property management firm that will be retained to manage the proposed project. Connie has an extensive background in property management as evidenced in her full resume that is included in this section, Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 27 N POSITION: REPORTS TO INTRODUCTION: PACIFIC HOUSING ASSISTANCE CORPORATION 888 IW -EI ROAD- SUITE 2W-110NOLULU, FUW?►II 96817•(808) 323-3681 EXECUTIVE DIRECTOR POSITION DESCRIPTION Executive Director SUBORDINATES: Senior Project Manager Project Manager Board of Directors Secretary/Bookkeeper Asset Manager Responsible for the overall administration of Pacific Housing Assistance Corporation ("Corporation"), exercising a high degree of autonomy and prudent discretion to fulfill the Corporation's mission to develop, own and manage affordable housing projects for low and moderate income households. Actively participates in the formulation and implementation of activities in support of real estate development, community based housing services, and legislation relating to affordable housing. DUTIES AND RESPONSIBILITIES: Project Development (45%): Administers the Corporation's project development activities from site identification through all phases of the development process, including: A. Site/infrastructure evaluation, title review and land acquisition. B. Assessment of alternative development concepts. C. Analysis of cost estimates, development budgets and feasibility studies. D. Evaluation of development schedules and development and operating cash flow requirements. E. Identification of potential funding sources. F. Selection of the project development team and consultants. G. Monitor the processing of applications for permits and approvals. H. Bidding/negotiation of consultant and construction contracts. I. Oversight of construction to completion/acceptance of the project. J. Monitoring close-out of the project and release of Development Fees. 2. Project Financing (25%): Responsible for identifying funding sources, negotiating financing terms, and securing commitments for the Corporation's projects from: A. Private and public grants. B. Governmental financing programs. C. Sources of tax-exempt financing. D. Conventional loans from private institutions. E. Syndication of low-income housing tax credits. Responsible for closing and funding project construction and permanent loans, equity investments, and grants. 3 Asset Management (10%): Responsible for maintaining the live -ability and financial viability of the Corporation's inventory of affordable housing projects and any related support services for families, elderly, and special need tenants through: A. Manage contracts with real estate management companies. 1. Review monthly operating financial statements. 2. Approve annual operating budgets, 3. Review and approve property maintenance plans and budgets. 4. Approve rent increases. 5. Inspection of each of the Corporation's projects annually and regular evaluation of the respective property managers. B. Compliance with HUD regulatory agreements and project funding requirements for the use of grants and subsidies, plus all other regulatory conditions. 2 C. Compliance with partnership and limited liability corporation agreements and government requirements for tax exempt financing and tax credit syndications. D. Ensure that project occupancy requirements are complied with. E. Submittal of audits and regulatory reports stipulated under various public and private funding programs. 4. Governance and Administration of the Corporation (10%): Responsible for facilitating effective governance of the Corporation by the Board through pro- active communication on matters involving policy and direction, commitment of the Corporation's assets and/or new worth and any material change in the financial condition of the Corporation. Administrative responsibilities encompass supervision of the staff, including overseeing staff activities on project development, project funding, asset management and related activities. A. Prepares agendas, minutes, reports and other documents in advance of each quarterly meeting of the Board of Directors. B. Generates quarterly operating financials covering the Corporation's administrative budget. C. Prepares the annual administrative budget and financial projections for specific programs or activities of the Corporation for review by the Board. D. Advises the Board on significant matters relating to the Corporation's administrative and operating policies, programs, practices and activities. E. Based on Board direction, develops and implements necessary policies and programs related to program planning, management, financial administration, project operation and program evaluation for the Corporation. F. Administers the staff in terms of planning, implementation, operation and evaluation of the Corporation's projects, programs and activities. G. Monitors and handles the personnel matters of the Corporation, including the hiring, evaluation, promotion and termination of staff, subject to Board approval. 5. Business Development (5%): Represents the Corporation before the real estate community, private developers and governmental bodies to: A. Promote the Corporation's mission and experience in developing affordable housing projects. B. Expose the Corporation to appointed regulatory and legislative bodies which typically turnover members. C. Provide a resource on affordable housing through participation in workshops. seminars and public forums.. 6. Consulting Services (5%): Provides consulting services for the development of affordable housing and special needs housing projects, including related support services, for: A. Private developers with entitlement requirements to produce affordable housing for households of moderate, low and very low incomes. EXPERIENCE SKILLS & ABILITIES REQUIRED: 1. Ability to: A. Communicate effective (orally and in writing). B. Work with land and housing development professionals. C. Interface effectively with all levels of government. D. Distill, adapt and communicate ideas and concepts. E. Work under strict and short deadlines, and F. Train other personnel in housing and land development activities. 2. Ten (10) years' experience in the planning and/or development of housing or other real estate, including three (3) years in the development of affordable housing in Hawaii. 3. Proficient in the creation and use of computer spreadsheets and word processing. E PREFERRED EXPERIENCE: 1 College graduate, preferably with an educational background in business, finance, urban or physical planning, engineering, or architecture. Ten (10) years of experience in the development and administration of housing programs, projects, and services involving government assistance programs. CONNIE YU-PAMPALONE PROFESSIONAL EXPERIENCE Director of Asset Management Pacific Housing Assistance Corporation November 2019 - Present • Manage long-term financial and physical liveability of a 14 project, 939 rental unit portfolio and commercial spaces and related support services for families, elderly, and special needs tenants. • Drive asset performance by increasing operating efficiencies to reduce cost, increase net operating income and drive portfolio revenue increases. Review and assess capital needs at each property. • Assess and manage risks associated with current asset and develop master asset management plan. • Ensure compliance with partnership and limited liability corporation agreements and government, tax- exempt, and tax credit regulatory requirements. • Supervise and monitor effectiveness of property management firms, in operations and compliance with standard practices. • Assist in review, preparation and approval process of operating budgets to include recommended action on project maintenance plans and proposed rent increases. Vice President/Principal Broker - Residential Division Hawaiian Properties, Ltd. January 2017 — October2019 . ..............._...._.._..... _ ............_........ ..... ... . _ .._.... _ ........... __ rY....... _ • Supervised a team of 9 property managers specialized in affordable and market rental property management of various sizes. Responsible for all aspects of on-site and main office property management functions. • Portfolio consisted of 1,850 affordable rental units owned by the City & County of Honolulu, or governed by HUD or LIHTC programs; in addition to 822 market rental units across the island of Oahu. ■ Reviewed and finalized property operating budgets to ensure fiscal responsibility aimed at revenue optimization and asset preservation. Conducted property inspections to evaluate project and employee performance. Developed performance matrix to create accountability and training module for employees on all levels. • Evaluated internal administrative processes and developed new workflow to ensure compliance with various funding programs, and enhance customer service level by improving responsiveness and communication; ■ Participated in new business presentations to expand current portfolio. Affordable portfolio grew by 426 units in 2017. Selected as management agent of 78 affordable rental units in Azure Ala Moana, to be completed in 2021. Regional Leasing and Marketing Manager - Hawaii Region & various positions Island Palm Communities Hickam Communities May 2005 - December 2016 __..._......._...__....._.......__ _......._......_ _.......... ... _...-- • Oversaw both Island Palm Communities and Hickam Communities' leasing operation and occupancy marketing programs totaling 10,000+ homes. Supervised a team of 15 leasing professionals in three locations; • Implemented leasing policies and procedures in compliance with federal and state laws, government operating agreements, and corporate guidelines; • Planned and executed strategic marketing promotions by evaluating market conditions to address occupancy challenges and maximize revenue potential; • Spearheaded centralized leasing with competitive leasing commission schedule at Island Palm Communities; practices were standardized across the portfolio; • Served as Principal Broker at Hickam Communities. EDUCATION Bachelor of Arts in Art History & Psychology Columbia College, Columbia University, New York, NY PROFESSIONAL ASSOCIATIONS & LICENSE • Hawaii Real Estate Broker License • Accredited Residential Manager (ARM6), IREM • Certified Occupancy Specialist (COS), NCHM • C3P, Spectrum • Certified Apartment Manager (CAM), NAA N C. Concept to Active the Site: Scope of Work (40 Points) a. Narrative description of the proposed development Explanation of how the proposed development addresses objectives of this development opportunity and details for the operation and management of the proposed development after completion of construction. Overall number of rental units, square footage, configuration of the various units, and breakdown of the number of rental housing units at various Hawaii County 2020 AMI levels up to 140 percent AMI for the entire duration of the lease period. • Description of proposed development The Kamakoa Nui project will consist of 120 studio, one -bedroom, 2 - bedroom and 3 -bedroom units in low-rise 2 s t o r y b u i I d i n g s, a n d one 2 -bedroom Resident Manager's apartment, 240 resident parking stalls, and 17 guest parking stalls. Amenities includes a recreational center, picnic areas, jogging and walking paths, a playground, and an area for community gardening. A large open space in the center of the property invites outdoor fitness and sporting events, recreational activities and an area for community gatherings and social interactions for all residents The rental units, floor areas and rents by unit type and income limit are as follows: UNITS TARGET GROUP # Bedrooms Square Footage 30% 60% Rent # Units Rent # Units 80761 100% Rent # Units Rent # Units 140% Rent # Units TOTAL Studio 339 sf 6 2 8 $438 $876 1 -bedroom 609 - 622 sf 22 14 4 4 44 $938 $1,251 $1,563 $2,100 2 -bedroom 717 - 792 sf 26 1 25 1 4 1 4 59 $1,125 $1,5001 $1,875 1 $2,400 2 -bedroom 717 - 792 sf Resident Manager 1 3 -bedroom 964 sf 1 2 6 8 $2,166 $3,032 TOTAL 1 1 6 50 34 1 10 1 14 120 • Meeting the objectives of the RFP Our proposed development meets all of the site objectives contained in the RFP embodying good urban and architectural design principals and follows the desired objectives of minimizing the impact of the development to the Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 28 surrounding area. The development includes passive and active recreational opportunities for residents young and old as well as a recreation center, manager's office space, mail pickup and maintenance shop and equipment storage. • Operation and Management Plan The operation and management plan for the Kamaloa Nui workforce housing development is included in this section. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 29 IL KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT PROPERTY MANAGEMENT PLAN �i Table of Contents Objective Property Description Management Scope of Work and Staffing Personnel Policies, Requirement and Training Property Operations and Resident Services Rent Collection, Accounting, and Fiscal Services Effective Maintenance Program Pandemic Response Plan Residents and Management Relations Community and Social Services Program Tenant Selection Plan Management Agreement M 1 1 1 1 4 5 7 8 10 10 11 12 17 N PROPERTY MANAGEMEN PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT OBJECTIVES: It is the intent of the Owner and the managing agent to operate the property in a professional manner and to provide a well maintained place where the residents enjoy the vibrant community with amenities and activities planned to enrich and enhance living experiences. 1, DESCRIPTION OF PROPERTY: Address: Waikoloa Village, Hawaii 96738 Tax Map Key: (3) 6-8-042:022 Landowner: County of Hawaii Surrounding Uses: Fee -simple workforce housing The Property will consist of 120 studio, one -bedroom, 2 -bedroom and 3 -bedroom units in two-story town homes, including one 2 -bedroom Resident Manager unit, 240 resident parking stalls, and 17 guest parking stalls. Amenities include one (1) recreational center, two (2) picnic areas, and one (1) playground for community gatherings and social interactions for all residents. 2. MANGEMENT SCOPE OF WORK AND STAFFING: A. A Property Manager will be assigned to the Property, who will report and meet with the Owner monthly to inspect the property. The on-site staffing requirement will be a Resident Manager, one (1) Maintenance Technician, and one (1) part time Social Services Coordinator. T h e duties of the Resident Manager include supervision of the on-site employees, assignment of work orders, inspection of work performed by vendors/contractors, upkeep of maintenance records and inventory, annual preventive maintenance inspections of dwelling units, and house rule enforcement. The duties of the Maintenance Technician include repairs of the common areas and units excluding renovation or new construction. Social Service Coordinator will assist with the daily operation of the project, and arrange services and activities beneficial to the residents. B. The managing agent must adhere and comply with all applicable Project's governing documents and compliance requirements. The managing agent must consult with the Owner before taking action on the following: 1 Lq PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT a. The annual operating budget b. Rent schedule and revisions c. Transfer of any funds from Reserve Accounts d. Any expenditure/repair to exceed approved amounts. D. The managing agent may make decisions without consulting the Owner on previously approved policies contained in the Management Agreement. These include: a. Personnel hiring, supervision and termination, if necessary b. Marketing and leasing of vacant units c. Certification and re -certification of tenant income d. Maintenance and repairprograms e. Rent collection policy and procedure f. Accounting and reporting g. Tenant/Management relationship E. The key contact person for the managing agent will be the Owner or a designated appointee. The decision-making authorities are those of the Owner. These authorities include: a. Acceptance and approval of the Management Plan and Management Agreement. b. Approval of annual operating budget. Control of accounting and reporting procedures. c. Acceptance or rejection of recommendations of the Managing agent regarding physical plant changes. d. Hiring and terminating of the Managing agent under the terms of the Management Agreement. e. The responsibilities of the Owner and the Managing agent are contained in the substance of this Management Plan and in the Management Agreement. As noted, for each subject or duty, the areas of responsibilities are covered in the Management Agreement. F. The items of expense to be paid for by the managing agent, out of monthly management fee include: 2 PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT a. Salary of the Property Manager (Account Executive) b. Salary of off-site compliance specialist (if this activity is conducted by managing agent's main office) c. Rent for the Managing agent's facilities, if applicable d. Computer services e. Property management software for tenant record, accounting and compliance processing f. Compliance certification and annual renewal: COS and C3P g. Budget preparation h. Residential leasing activities i. Report preparation and submission j. Service contract preparation and execution k. Rental collection (rental coupon production, lockbox processing, on line rent payment, and electronic transfer of fund or ETF payment options), accounting, processing and pursuit of delinquent accounts short of legal assistance and court action I. Liaison with governmental and regulatory agencies m. Other supervisory, coordinating and management tasks not covered by the Operating budget. The items of expenses to be paid from rental income of the Property are: a. Salaries and wages of on-site employees referenced in Section 2A: Resident Manager and Maintenance Technician; Compliance Specialist/Social Services Coordinator (this position may be optional). b. On-site office supplies and utilities, telephone, internet, postage, etc. c. Computer software to conduct annual examination of each resident's income to establish eligibility for the ensuring twelve-month period (if this activity is conducted on site by a compliance specialist), and accounting functions conducted on site, i.e. rent check or invoice scanning, or printing of coupons and notices. d. Maintenance of property website e. Third party compliance consultant for move in and first year recertification f. Tenant information flyers, notices, bulletins, newsletters, duplicating costs g. Credit and background check reports h. Advertising and marketing i. Legal: correspondences and eviction proceedings j. Utilities: water, sewer, electricity, maintenance supplies k. Recurring contracts: landscaping, tree trimming, irrigation maintenance, refuse removal, janitorial if applicable L Maintenance repairs, inspections and upkeeps m. Insurance: Fire, Liability, Umbrella, Worker's Compensation, Temporary Disability, Medical and/or other coverage required by law n. Reserves: replacement and any other required by governing documents o. Payroll preparation, maintenance and check distribution PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT � ► ► ' � iD�.�..i►+fit _ ! � � ' ► ►� A. All hiring will be in conformance with all requirements set forth in Federal and State laws and regulations relative to Title VI of the Civil Rights Act of 1964m as amended, which provide for non-discrimination in Federally -assisted programs There will be no discrimination against any employee or applicant for employment opportunities on the basis of race, color, religion, national origin, sex, including gender identity or expression, sexual orientation, age, disability, citizenship, arrest and court record, status marital status, military/veteran status, lactation or any other grounds protected under applicable state and federal laws. B. Property managers hold active and current real estate license; and C3P certification C. Compliance personnel hold active Certified Occupancy Specialist (COS) certification D. Personnel Policy a. Fringe benefits include medical insurance, temporary disability insurance, worker's compensation insurance and unemployment insurance, both State and Federal. b. Employee grievance procedures are direct contact with Resident Manager. If the Resident Manager cannot resolve the grievance, the Property Manager will attempt to do so. c. Employee termination procedures are based upon the supervisory chain. In the case of the on-site personnel, the Resident Manager must justify termination to the Property Manager who will review the facts and will make the decision to terminate or retain the employee. d. All employee transactions will comply with the Fair Labor Practices Act. E. Employee Training Property managers and support staff will maintain high ethical and professional standards and possess technical skills and knowledge in the following areas: • Hawaii Residential Landlord -Tenant Code • State and Federal Fair Housing laws • Americans with Disabilities Act • HIPPA requirement • OSHA requirement • Fraud and risk management 4 PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT • Tenant file and accounting data retention • Security awareness and confidentiality of tenant information • Delinquent rent collections and legal proceedings • Property procurement policy • Contract administration • Low Income Housing Tax Credit program (LIHTC) • HUD programs • RHRF program • HOME Program • State Section 8 program • Budget preparation and capital improvement project planning and execution Changes to the Hawaii Residential Landlord -Tenant Code, other relevant laws or regulations affecting property management practices, compliance requirement, and/or real estate industry in general are instituted into standard operating procedures. 4. PROPERTY OPERATIONS AND RESIDENT SERVICES A. TENANT SELECTION AND RE -RENTING OF UNITS: Applications will be available on the property website, at the property, and managing agent's website. Applications can be mailed via postal service or emailed to prospective Residents within two (2) business days of receipt of the request for the application. All applications shall be processed in the order of receipt: dated and time stamped and placed on the appropriate waiting list by bedroom number per AMI% (Area Medium Income) and based on property's occupancy standards. Selection of the Residents will be the responsibility of the Managing agent. The managing agent will accept applications from the public and maintain a file of the accepted as well as the rejected applications for no less than three (3) years in locked file cabinets. In addition, all applications are entered into property management software. Baseline marketing activities will be initiated to maintain an active working waitlist or when the wait time for a one -bedroom unit is less than 6 months. Advertising will be placed in the local newspapers, on internet rental sites, managing agent's website, site graphics, and other media deemed appropriate by the Owner, and availability information will be forwarded to social services organizations, neighborhood boards, and shared with community liaisons. If occupancy percentage is projected to fall below budgeted level, 90 days out, Property will host open houses regularly to show model units, to generate traffic. The selection of applicants for occupancy at the Property will follow Federal 5 PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT and State Fair Housing laws and regulations, including certification/verification requirement for specific funding programs. All applicants are required to complete the application issued by the managing agent. If they do not do this, the application is incomplete and will not be considered for placement. Applicants who are on the waiting list will be notified as soon as it is known that a unit may be available. Applicants will then be required to complete all verification forms to determine if they meet the eligibility requirements for the Property. Before acceptance, written or verbal verifications must be obtained from previous and/or present Landlords (where possible) to determine the character of the prospective tenant. COS shall confirm information provided by applicants which shall include but not be limited to: Verification of all income, asset, allowances/expenses, household size, credit and background checks. All applicants are required to be processed through Experian Access Credit Reports to establish credit qualifications. Such confirmation shall be in writing and copies of all documents maintained in the applicant's file. The Resident Manager will be available to give access to the apartments and common area for prospective Residents to view. When a prospective Resident is approved and ready to move in, the Resident t will be briefed on the local Board of Realtor approved Rental Agreement/Lease Addenda, other forms, and House Rules, approved by the Owner. Collect a security deposit, from each Resident, at the move in, in an amount equal to one (1) month's rent, and collect the difference whenever there is a rent increase. Adhere to the occupancy standard as established for the property that is in compliance with the policy set by the County of Hawaii. B. Enforcement of Rental Agreement and House Rules: managing agent will inforce all covenants and conditions of the Rental Agreement and House Rules. C. Tenant Default, Rental Agreement Termination, and Evictions: When a tenant is in default, or in violation of a Rental Agreement provision or House Rules, proceed to request a cure of the violation or breach in accordance with Chapter 521, HRS, the "Landlord -Tenant Code," provided Rental Agreements may be terminated for reasons such as violations of the Project's rules and regulations, failure to make payments due under the Rental Agreement, or failure to fulfill the tenant obligations set forth in the Rental Agreement, or for other good cause. Enlist the services of private legal services to aid in the termination and/or eviction procedures. 6 PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT D. Annual Examination of Tenant Income: Conduct an annual examination of each Tenant's income to establish the Tenant's eligibility for the ensuing 12 - month period of those Residents whose income qualify for units set at the 60% AMI and below. Such examination shall be conducted on the Tenant's anniversary date or other such date as established by the tenant's occupancy date or in conjunction with governmental rental housing assistance programs. i.e., Section 8. Tenant certifications and re -certifications will be kept in the Resident's record file. E. Inspection of Units: Inspect the units with and in the company of new tenants prior to move -in, and with current tenants prior to move -out. A written property condition report shall be completed and maintained in the project files. Interior of all apartments shall be inspected, on an annual basis, by the Resident Manager to ensure proper maintenance, care, and cleaning. Annual inspections shall coincide with annual tenant eligibility re -certifications. F. Communication with Tenants: Maintain communications with tenants, and inform them of any changes in policy, rules, and regulations, or pertinent and necessary instructional bulletins (i.e., storm, fire, or hazard); G. Tenant Activities: Advise tenants of programs and services available to them for their personal needs and refer tenants, with personal and family problems, 5. RENT COLLECTION ACCOUNTING AND FISCAL SERVICES: Managing agent will establish and set up a policy for rent collections via bank lockbox, resident portal on property website or electronic transfer of fund options (ETF). Monthly rent payment is due on the first of the month. If the monthly rental payment has become delinquent and not paid by the 5«' day of the month, a pay or quit demand notice shall be sent to all Residents who have not paid. Late fee is 8% of the monthly rent amount due. Legal action for collection/eviction will then be initiated if Residents' account remains unpaid after thirty (30) days. Annual Operating Budget: Prepare an annual operating budget and submit to the owner for approval well within the time periods required of each project; Billing of Charges: Bill all charges to tenants such as rents, overdue charges (including returned check fees, non-payment fees, and all administrative charges) and tenant maintenance charges,- Cash harges; Cash Receipts and Disbursements Register: Maintain a cash receipts and disbursements register to record cash receipts and operating disbursements (expenditures): PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT Cash Receipts and Disbursements Statement: Provide to the owner monthly cash receipts and disbursement statement and journal, and copies of all invoices paid; Purchase of Supplies, Contracts, etc.: Make all purchases for supplies, materials, and contract for services and extraordinary maintenance services to the Project, at the most advantageous terms to the Project, or as authorized by the owner: Payment of Salaries, Wages, etc.: Pay all salaries, wages, related taxes, and insurance for the staff assigned to the Project and maintain all payroll records; Payment of Operating Expenses: Pay expenses for the Project operations in accordance with the Owner's authorization per the Annual Operating Budget; Monthly Financial Reports to Owner: Provide to the Owner, a computerized Cash Flow statement of income and expenditures for the prior month; The monthly financial statement shall reflect actual and budget income and expense values as well as cumulative year-to-date amounts, and shall also exhibit the percentage variances between actual income and expenses versus the budget for the reported month and the cumulative year-to-date amounts; k%W The monthly financial report shall include the following: o A rent roll register listing all tenant rents and other tenant charges; o All project operating expenses for the prior month (copies of paid receipts may be provided, at the request of the owner); o A tenant receivable aging report. Monthly financial reports are usually submitted electronically to the Owners or their designated representative by the 20th day of the subsequent month; Coordination of annual financial audits: Engage a Certified Public Accountant (CPA), subject to approval by the Owner, to prepare annual financial audits. Financial statements shall be prepared in accordance with Generally Accepted Accounting Principles and be completed within sixty (60) days after the close of each taxable year of the Owner. We work closely with the auditors. 6. EFFECTIVE MAINTENANCE PROGRAM: A. Recurring Services — is performed by a contracted service provider such as landscaping, tree trimming, refuse collection, common area janitorial, gutter cleaning; B. Regular Repairs — which are in the scope of the abilities of the on-site staff, are performed by the Maintenance Technician All repairs, whether initiated by PROPERTY MANAGEMENT PLAN KAMAKOA NU] WORKFORCE RENTAL HOUS[NG DEVELOPMENT (W Management or Residents is documented on the work order form provided to the Property. At no time, will repair work be done by on-site personnel in the absence of a work order. N C. Equipment/System Maintenance — is performed by licensed contractors specialized in the specific equipment or system and joint inspections to be done with Resident Manager to forecast future replacement or repairs to maintain the equipment or system; D. Preventive Maintenance - In addition to regularly scheduled inspections of the common areas, during the tenancy of every resident, apartment inspections will be made at the minimum annually as a part of the preventive maintenance program. Items of normal maintenance will be repaired by management. However, should damages beyond normal wear and tear be detected, the occupant will be required to contribute to the cost of repair. These inspections will be scheduled annually and adequate notice will be given to the Residents; E. Change of Occupancy Maintenance- Upon placement, a new resident is to do a move -in inspection with the Resident Manager upon which he is to note all deficiencies in the unit prior to moving any items of furniture into said unit. Upon completion of this form, it is filed in the tenant's file for future reference. A work order will be generated for any discrepancies and is to be taken care of prior to tenant's move -in. Upon written notification by a resident to vacate his unit. a move -out inspection is made as soon as practical with the resident being made aware of all discrepancies to be corrected in this unit prior to vacancy. Upon vacancy, a final inspection is made of the unit noting all discrepancies not corrected by the resident. Those discrepancies not corrected will be corrected by management with the resident being charged the cost of repair for any damages beyond reasonable wear and tear. The Resident Manager is responsible for all maintenance, grounds and repair work to be done on the Property. He will help prepare a work schedule and work description for all on-site personnel and will inspect all work done to insure adequate proficiency. Major repairs or other repairs outside the skill range of on-site personnel will be completed by contractors selected on a competitive bid basis. All schedules for preventative maintenance are based upon the rate of is to eliminate or solve maintenance problems that may impact the safety of the Residents, employees and affiliates who utilize the Property. 9 PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT 7. PANDEMIC RESPONSE PLAN Managing agent will have a prevention, communication and mitigation plan to routinely maintain the property during a pandemic and manage any outbreak at the property to maximize containment: Prevention plan includes elevating routine cleaning and disinfecting to enhanced cleaning and disinfecting procedures performed by on site team and/or janitorial service provider to ensure cleanliness of all common areas and high -touch surfaces at least daily (or more, depending on use patterns). Communication plan includes strict adherence of County, State and Federal government agencies' mandates and directives. Property wide communication will be administered by managing agent through property website, property signage, posting of notice, and electronic communication channels, for the widest distribution to keep residents up to date with latest information. Mitigation plan includes contracting of third party vendors trained in cleaning and disinfecting of common areas, on site offices, facilities, and high -touch surfaces that may harbor bacteria and viruses, whenever a positive case is reported on property within 24 hours. 8. RESIDENTS AND MANAGEMENT RELATIONS: Resident grievances and requests are handled through the Resident Manager. If the Resident Manager cannot resolve the grievance it will be referred to the Property Manager for further action. Policies and procedures covering tenant requests are for routine situations and tenant requests for maintenance. If a Resident requests personal assistance, this request may be made through the Resident Manager. If this is not satisfactory, the Resident may confer with the Managing agent. Residents will be oriented to the Property and the unit by the Resident Manager The rental agreement is deemed to be fair and non -punitive. A copy of the rental agreement can be provided upon request. The Managing agent is willing to work closely with a tenant organization when, and if, one is formed, and with National and local groups with which such organization may affiliate. The Managing agent proposes to enlist the support and participation of Residents through personal contact and group meetings. 10 pLn PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT The Managing agent will refer and coordinate with appropriate governmental, private and community social service agencies. Any costs associated for services to the Property by the agencies will be a direct Property expense. Residents shall have the right to be involved in any social service programs if it does not cause any hardship to the Property or to the non -participating Residents. The Managing agent will invite various agencies to conduct a tour of the Property for recommendation on the type of activities or events needed to benefit the Residents. The agencies will be encouraged to submit proposals detailing resources needed to host such an event, benefits to the Residents and community at large, staffing requirement and cost analysis, for consideration by the Owner. All approved activities or events shall be coordinated with the Resident Manager and Social Services Coordinator with the Property Manager's supervision. The Social Services Coordinator will also survey the Residents at the Property for desired services which may be coordinated with the appropriate community and social organizations. Ln PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT Tenant Selection Policy Kamakoa Nui is a work force rental housing project consisted of 120 units located in Waikoloa Village, Hawaii. More than half of the units will be rented at below market rents for comparable properties in the same area because of its involvement in the Low Income Housing Tax Credit (LIHTC) program, and the remaining rents are comparable with surrounding market rentals of the same style, quality and age. Sixty-two percent of the units are rented to individuals or families whose income is 60% or less of the area median gross income (including adjustments for family size) as determined in accordance with Section 42 of the Internal Revenue Code of 1986, and the remaining units will target income limits between 80% to 140%. Application Procedures You may download a copy of the application packet on the property and Managing agent's websites, or request a copy to be sent to you via mail or fax by contacting the Managing agent's main office or property on site office. All application will be accepted except those that are- Unsigned/dated With incomplete information - Unreadable for any reason Only completed applications will be placed on the waiting list per bedroom number requested that meet the occupancy standard of the property, AMI%, and in the order of date of the applications were received. Eligibility Applicants will qualify based on Income, Credit History, Background Check, and Landlord Reference as the LIHTC program and as State/Federal laws and guidelines apply. Income Limits The Department of Housing and Urban Development (HUD) publishes maximum income limits for the Hawaii County on an annual basis. Applicants must fall below AMI% (Area Medium Income) that he or she is applying for or will be considered disqualified for the unit. Minimum monthly income levels are based on two and half times of the monthly rent. In order to qualify, applicants must make between the minimum and maximum amounts for 12 PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL DOUSING DEVELOPMENT the specific AMI%. Application and Waitlist Waitlist Administration: The waitlist will be managed by a selected management company. All applications received are date and time stamped. Applications processed are stored digitally on a secured server and the hardcopy is stored in a secured file cabinet in the order of date and time received. Waitlist purging: from time to time, managing agent will attempt to contact the applicants on the waitlist. If there is no response from the applicant within the specified period, the application will be removed from the waitlist. It is the responsibility of the applicant to update the agent about any changes in contact information. Opening/Closing Waitlist: when the waitlist becomes too large, managing agent may decide to close the waitlist until any vacancies are filled and the waitlist decreases to a workable number. Applicants attempting to submit during a closed waitlist will be informed of the closure. All applications will not be accepted until the waitlist is opened again. Credit Screening and Background Checks Credit Screening: Applicants will have a credit report drawn from one of the credit bureaus. Credit history should reflect timely payments. Applications may be rejected for poor credit history. Lack of a credit history will not be grounds to reject an application. Criminal Background Check: In accordance with HUD Notice 02-22, all applicants age 18 and older will be subject to a criminal background check: a) Applicants meeting the screening criteria are those who have no history of criminal activity involving crimes of physical violence to persons or property or other criminal acts which adversely affect the health, safety or welfare of themselves or other or the peaceful enjoyment of the apartment complex. Landlord Reference Negative landlord reference is grounds to reject the application. This may include but is not limited to noise violations, harassment, house rule violations, and lease violations. Non -Smoking Policy Smoking in the common areas and inside the apartment units is strictly prohibited. Smoking includes vaping. Violating this policy will be considered a material breach of the rental agreement and will be grounds for termination of the said agreement. This applies to Residents as well as their guests. IN N PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT Disqualification If an applicant does not meet the minimum eligibility requirements, they will not be able to reside at Kamakoa Nui. Other reasons not listed above would be.- - e: - Inability to pay the full Security Deposit at move -in. - Refusing to accept the second offer of a unit. - Not responding to any attempt to contact them. - Inability to furnish required documents needed to qualify. - Any household member that does not attend the interview. - Household is comprised entirely of full time students and does not meet the exceptions outlined by the LIHTC program. - Providing false or misleading information. - The unit not being the primary place of residence. Aggealinq a Reiected Application Applicants have the right to appeal a rejection. After receiving a notice of rejection, the applicant may contact the Managing agent to dispute the decision within 14 calendar days. An appeal meeting will be scheduled with the Property Manager within 10 business days of the receipt of the applicants' request. Within 5 days after the meeting, the applicant will be informed in writing of the final decision concerning their eligibility. Units will not be held for those applicants during the appeal process. Reinstatement of Application Waitlist: if an Applicant was removed from the waitlist and it is deemed an error on the part of the Managing agent, the application will be reinstated at the position consistent with the original date. Rejected Application: if it's determined that an error was made on behalf of the Managing agent, the applicant will be moved into the next available eligible unit. 14 PROPERTY MANAGEMENT PLAN KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT Unit Transfers Unit transfers are granted only for medical reasons or change in household status. Residents on the Unit Transfer list will have priority over the applicants on the waitlist. Households will be required to meet the normal eligibility requirements. Annual Recertification Under the LIHTC program, all household members are required to undergo an annual recertification process. Residents will be informed ahead of their deadline and will receive instructions on how to prepare for the recertification. Rent Increases Rent increases will normally happen once a year. The amount will be restricted by the maximum rent limits published by HUD. The Owner will take into account such variables as tenant income, project expenses, and upcoming capital expenditures. Pets Pets of any type are prohibited from the property. This includes but is not limited to dogs, cats, birds, and fish. Service Animals or assistance animals are not considered pets and are thus not restricted from the property. Service animals and assistance animals are required to abide by the lease and house rules as are any Residents, guests, etc. Please notify management if you will have a service animal or assistance animal onsite and be required to provide necessary documents about the animal. Equal Housing Hawaiian Properties abides by all State and Federal Fair Housing laws. It is illegal to discriminate against any person because of.- Race f: Race Color Religion Ancestry/National Origin Sex Handicap Marital Status `�.. Age 15 MANAGEMENT PLAN SENIOR RESIDENCE AT ATEA (W Pagel I HIV Infection Sexual Orientation/Gender Identity Familial Status This applies to the sale or rental of housing or residential lots, advertising the sale or rental of housing, financing of housing, the provision of real estate brokerage services, and the appraisal of housing. IR [oua SING OPPORTIAWTV N 16 MANAGEMENT AGREEMENT This Agreement is made as of the __ day of 20_, by and between: and Pacific Housing Assistance Corporation a Hawaii nonprofit corporation (the "Owner"). 1, SECTION APPOINTMENT OF MANAGING NT 1.1 APPOINTMENT AND ACCEPTANC Owner hereby appoints Agent, commencing on ration, (the "Agent") (the "Commencement Date"). Agent accepts the appointment and agrees to furnish the services of its organization for the rental and property management of the Project. On or before the Commencement Date, Owner will deliver to Agent a copy of the documents `VWW described on Exhibit C WNJJW hereto and made a part of this Agreement. 1.2 DESCRI"OFEMISETAgunder The property to be managed by this Agreement, is known as the "Manna Gardens Elderly Housing Project" and is described in Exhibit A attached hereto (the "Project"). 1.3 TERM The term of this Agreement (the "Initial Term") shall commence on the Commencement Date through a period of one year, and by mutual agreement between the parties hereto, the contract may be extended on a month-to-month basis and unless terminated as provided in Section 22.1 herein. The terms and conditions during any month to month extensions shall be the same as the terms and conditions during the Initial Term. 1.4 MANAGEMENT OFFICE AND ON-SITE MANAGER Owner shall, as soon as practicable, provide adequate space in the Project for a management office. Owner shall pay pro -rata share of reasonable and necessary expenses related to such managing and leasing office, including, but not limited to, furnishings (other than residential furnishings), equipment, postage and office supplies, electricity and other utilities, and telephone. Agent shall employ an on-site manager (the "Qualified On Site Manager") subject to Owner's prior approval, which approval shall not be unreasonably withheld. In the event that the Qualified On Site Manager either (a) Management Agreement Project: Owner: Agent: Page 18 leaves the employ of Agent or (b) is otherwise terminated by Agent, Agent agrees to replace the Qualified On Site Manager with another qualified on site manager within thirty (30) days of the Qualified On Site Manager's departure from Agent's employ. 1.5 MANAGEMENT AND CARE OF PROPERTY Agent shall manage, operate and maintain the Project in an efficient and satisfactory manner consistent with Agent's management, maintenance and operation of comparable properties, this Agreement, the Initial and Annual Operating Budgets (as hereinafter defined), tenant rental agreements, and all applicable laws, ordinances, rules and regulations. Agent shall act in a fiduciary capacity with respect to the proper protection of and accounting for Owner's assets. Agent shall deal in good faith at arm's length with all third parties and Agent shall serve Owner's interests at all times. Agent shall not do business with any affiliate of Agent, who proposes to provide any goods and services for the Project, without the prior., itten consaw of Owner. 1.6 STANDARD OF CARE Agent, at cost to Owner, shall cause the Project to be managed and maintained in accordance with the highest standards of care, consistent with the terms of this Agreement and any regulatory agreement and/or declaration of covenants and restrictions for the Project, and in compliance with all federal, state and local laws, ordinances, and regulations. Agent shall assume responsibility for the complete care and maintenance of the Project, including by way of example and not of limitation, maintaining (including landscaping), cleaning, and repairing the Project, and maintaining the Project in good condition,.,,ftee and clear of obstacles, all streets, driveways, culverts, storm water masa ".Ad,,r,,unoff facilities, and sidewalks on behalf of Owner. SECTION 2 BANK ACCOUNTS 2.1 OPERATING AND RESERVE ACCOUNTS Agent shall establish and maintain accounts known as the Operating Account, Operating Reserve Account„ the Tax and Insurance Reserve Account and the Replacement Reserve Account and any other reserve accounts now or hereafter required by the Project governing documents held in Agent's capacity for the benefit of the Owner (the "Operating and Reserve Accounts") for the deposit of receipts collected as described herein, in a bank or other institution whose deposits are insured by the Federal Deposit Insurance Corporation ("FDIC"). Such depository shall be at the Bank of Hawaii. The Agent shall not be held liable in the event of bankruptcy or failure of a depository. Funds from the Project in the Operating and Reserve Accounts shall remain M Management Agreement Project: Owner: Agent: Page 19 the properly of Owner subject to disbursement of expenses by Agent as described in this Agreement. The Operating and Reserve Accounts shall be interest bearing with interest credited to Owner monthly or promptly after the end of the term of any investment. Agent shall not commingle the Operating and Reserve Accounts with any other funds. 2.1.1 CONTINGENCY RESERVE Agent shall be entitled to maintain the sum of Five Thousand Dollars ($5,000) as a contingency reserve (the "Contingency Reserve") out of the receipts from the Project. Owner agrees to maintain the Contingency Reserve at all times in the Operating Account or Operating Reserve Account to enable Agent to pay the obligations of Owner under this Agreement as they become due. Owner and Agent shall review the amount of the Contingency Reserve from time to time and sh agree in writing on a new Contingency Reserve amount when such is req d. 2.1.2 REPLACEMENT RESERVE ACCOUNT ' ` To the extent funds are available from Project ue, Agent shall fund the Replacement Reserve Account as required by Owner's ommunity Development Block Grant/Entitlement Grant Loan obligation, not less than $300.00 per dwelling unit per annum deposited in equal monthly installments with annual deposit requirements increasing 3% per ye 2.2 SECU DEPOSIT ACCOUNTS Agent shall maintain one or more separate interest-bearing accounts for tenant security deppsits known collectively as the Tenant Security Deposit Account held in custodial capdcity for certain residents (the "Security Deposit Account") which shall be maintained in accordance with applicable state or local laws, if any, and shall be maintained in an institution in which the Security Deposit Account is insured by the FDIC. The Security Deposit Account balances shall not exceed levels which are fully insured by the FDIC. Interest shall be earned and paid in accordance with Section 3.3 of this Agreement and state and local law. 2.3 EMPLOYEE DISHONESTY, FIDELITY AND FORGERY INSURANCE/FIDELITY BOND The Agent will furnish, at its own expense, an employee dishonesty fidelity and forgery insurance/fidelity bond in accordance with the requirements set forth in Exhibit B. The insurance/fidelity bond shall insure and protect Owner against misappropriation of Owner's funds by the Agent, including but not limited to Agent's off-site employees and on-site resident managing agent and employees. The bond covering on-site Ma 049 Management Agreement Project: Owner: Agent: Page 20 personnel must also be in compliance with mortgagee, state and federal requirements applicable to the Project. Other terms and conditions of the bonds, and the surety thereon, will be subject to the approval of the Owner. SECTION 3 COLLECTION OF RENTS AND S 3.1 AGENT'S AUTHORITY Agent shall collect (and give receipts for, if necessary) all rents, charges, special charges and other amounts receivable on Owner's account in connection with the management and operation of the Project. Such receipts (except tenants' security deposits, which shall be handled as specified in paragraphs 2.2 and 3.3 hereof) shall be deposited in the Operating Account maintained by Agent for the Project. Agent shall not accept cash in payment of rents, charges, special Charges and other amounts receivable on Owner's account. 3.2 SPECIAL CHARGES Agent may collect from tenants, on Owner's behalf to the extent permitted by the rental agreements and applicable law, any or all of the following: an administrative charge for late payment of rent, a charge for returned or non-negotiable checks and a credit -report fee. 3.3 SECURITY DEPOSITS Agent shall collect, deposit and disburse tenants' security deposits in accordance with the terms of each tenant's rental agreement and state and local law. Agent shall pay tenants interest upon such security deposits only if, and to the extent, required by law to do so; otherwise, any interest earned on tenant security deposits is to be credited to Owner and deposited in the Operating Account monthly, or promptly after the end of the term of any investment. Agent shall comply with all applicable state or local laws concerning the responsibility for security deposits and interest, if any. SECTION 4 DISBURSEMENTS FROM OPERATING AND RESERVE ACCOUNTS 4.1 OPERATING EXPENSES Management Agreement Project: Owner: Agent: Page 21 From the Operating Account Agent is hereby authorized to pay or reimburse itself for all reasonable and necessary expenses and costs of operating the Project pursuant to the Approved Budget or otherwise expressly authorized under this Agreement, including sums due Agent under this Agreement, including Agent's compensation under Section 17 provided that Agent must provide Owner with an accounting of all payments or reimbursements paid to Agent. Disbursements from the Operating Reserve Account to pay for operating and other costs shall require the Owner's prior written approval. 4.2 DEBT SERVICE AND OTHER PAYMENTS' Agent shall make any additional monthly or recurrin merits (such as mortgage indebtedness, replacement reserve payments, gener axes, or special assessments, or fire, steam boiler, or other insurance premiums) requested by Owner out of the proceeds from the Project. Agent acknowledges that the following is the priority for paying invoices: (a) mortgage and other approved liens if any, (b) faxes, assessments and other municipal charges, (c) utilities, (d) Agent and (e) all other expenses. The Agent acknowledges the Owner has obtained permanent mortgage financing for the Project from the City and County of Honolulu Community Development Block Grant (CDBG) Program below and will comply with all pertinent requirement of the financing provides including but not limited to monthly, quarterly or annual reporting, compliance, establishment, maintenance and use of Project reserves and procurement of goods and services. The Agent will pay monthly, the CDBG loan payments to the City and County of Honolulu. SECTION 5 AGENT NOT REQUIRED TO ADVANCE FUNDS 5.1 ADVANCES NOT REQUIRED In the event that the balance in the Operating and Reserve Accounts is at any time insufficient to pay disbursements due and payable under paragraphs 4.1 and 4.2 above, Agent shall promptly give notice thereof to Owner and Owner shall have the right, after such notice, to remit to Agent sufficient funds to cover the deficiency out of the Contingency Reserve. In no event shall Agent be required to advance any monies to Owner, to the Security Deposit Account, or to the Operating and Reserve Accounts. 5.2 ELECTION TO ADVANCE With the prior approval of the Owner, if Agent elects to advance any money in M Management Agreement Project: Owner: Agent: Page 22 connection with the Project to pay any expenses for Owner, such advance shall be considered a loan subject to repayment with interest. Owner hereby agrees to reimburse Agent for such advances, including interest at the per annum rate of one percent (1 %) over the prime rate for major banks reported in The Wall Street Journal as in effect from time to time during the period of the loan. SECTION 6 BUDGET, FINANCIAL AND OTHER RTS 6.1 APPROVED OPERATING BUDGET Agent shall prepare and submit to Owner, no later than five (45) days after the Commencement Date, an interim marketing and operating budget, rent -up plan, and marketing plan for the Project in a form reasonably satisfactory to Owner for the Initial Term. The Owner and Agent must reach an agreement for an interim budget no later than thirty (30) days after its receipt by the Owner of the interim budget from Agent ("Initial Operating Budget"). Thereafter, Agent shall prepare and submit to Owner for Owner's approval a proposed operating budget ("Annual Operating Budget") for the v.: marketing, operation, repair, maintenance and improvement of the Project for each calendar year thereafter. The proposed Annual Operating Budget for each fiscal year shall be delivered to Owner on or before May 1st of each fiscal year, and Owner shall promptly review the proposed Annual Operating Budget and discuss revisions, if any. with Agent. In all events Owner and Agent shall reach an agreement on the Annual Operating Budget within thirty (30) days of Owner's receipt unless extended further by mutual agreement. (Such Annual Operating Budget, when approved by Owner, is herein referred to as the "Approved Budget".) In the event that Owner and Agent fail to agree upon a budget on or before June 30 of such fiscal year, then Owner and Agent shall continue to operate in accordance with the last Approved Budget, provided that the amounts of the expense items in such last Approved Budget will be increased by the same percentage increase that occurred in the Consumer Price Index from the date of the approval of the last Approved Budget to such June 30, until such time as a new Approved Budget is approved in accordance with the provisions of this paragraph. The "Consumer Price Index" shall mean the revised Consumer Price Index for Urban Wage Earners and Clerical Workers for the Dallas Metropolitan area (All Items, 1982-84-100) promulgated by the Bureau of Labor Statistics of the United States Department of Labor. An Approved Budget shall not be revised without the prior written consent of the Owner. Notwithstanding the preceding, in the event that Owner fails to approve any Annual Operating Budget, this Management Agreement may be terminated by Owner pursuant to Section 21.2(b). In the event the Management Agreement is terminated because of a disagreement between Owner and Agent as to the Annual Operating Budget. the Project will be operated until such termination is effective under the 'Ift, Management Agreement Project: Owner: Agent: Page 23 previous year's Annual Approved Budget. 6.2 REPORTS By the 20th day of each month, Agent shall furnish Owner or Owner's designee with a statement of income and expenses comparing monthly, actual and year to date income and expenses against the Approved Budget and year to date budget and statement of cash available for distribution and reserves from the operation of the Project during the previous month, Agent shall also furnish a current rent roll with a projected versus actual comparison and year-to-date statement at such time. Agent shall also furnish both an aged accounts payable and aged accounts receivable report detailing such accounts on a less than 30 day, 30 to 60 day, 60 to 90 day and over 90 day basis. Agent shall also furnish a monthly balance sheet, copies of monthly bank statements and bank reconciliations. In addition, Agent shall, on a mutually acceptable schedule, prepare and submit to Owner su er repo s as are reasonably requested by the Owner. These reports shall include bu of b ed to the following: (a) Agent shall prepare and sut on an annual basis to Owner a 1,, market competition report ("Market Competition Report") showing the occupancies (if obtainable), the market rents.. and the rental concessions being offered by at least three (3) competing projects in the area. This report will also comment on the overall rental market conditions in the general area in which the Project is located. (b) Agent shall cooperate in all respects with Owner's Certified Public Accountant in preparation of Owner's annual audit report. The annual audit report shall be prepared at Owner's expense out of available cash flow, showing a balance sheet, income and expense statement and statement of cash flows, all in reasonable detail and certified by an independent Certified Public Accountant. 6.3 OWNER'S RIGHT TO AUDIT AND INSPECT RECORDS Owner shall have the right to request periodic audits of all applicable accounts managed by Agent, and the reasonable cost of such audit(s) shall be paid by Owner. Owner shall also have the right to inspect Agent's records pertaining to the Project during normal business hours upon reasonable advance notice. Owner shall also have the right to inspect the Project at any time without notice. SECTION 7 ADVERTISING Consistent with the Approved Budget and approved rent -up and management Management Agreement Project: Owner: Agent: Page 24 plans, Agent is authorized to advertise the Project dwelling units in the Project to persons and families who are qualified for admission for rent, using periodicals, signs, plans, brochures, or displays, or such other means as Agent may deem proper and advisable provided that such advertising complies with applicable law. Agent is authorized to place signs on the Project advertising the Project dwelling units in the Project for rent to persons and families who are qualified for admission. All advertising must prominently display the name of the Project. The costs of such advertising that is provided for in the Approved Budget shall be paid out of the Operating and Reserve Accounts, which, if necessary, will be funded by the Owner. All advertising shall make clear that Agent is the manager and not the Owner of the Project. Manager shall not use Owners name in any advertising or promotional material without Owner's prior written consent in each instance. SECTION 8 RENTING OF DWELLING UNITS 8.1 AGENT'S AUTHORITY TO RENT DWELLING UNITS Agent shall use all reasonable efforts to keep the Project rented by procuring tenants for the Project who are qualified for admission in accordance with the tax credit requirements as set forth in section 8.5 and Section 19.2 herein. Agent is authorized to negotiate, prepare, and execute all rental agreements, including all renewals and extensions of rental agreements, and to cancel and modify existing rental agreements, except that no dwelling units or other part of the Project shall be rented to corporations or other business entities (as opposed to individual, qualified tenants) without Owner's prior written consent. Agent shall execute all rental agreements as agent for the Owner in accordance with applicable state law. All costs of rental shall be paid out of the Operating and Reserve Accounts which, if necessary, shall be funded by the Owner. Unless otherwise required by law, no rental agreement shall be in excess of twelve (12) months without written approval by Owner. The form of the rental agreement and the tenant rules and regulations shall be agreed upon by Owner and Agent and shall be approved initially as part of the budget approval process under Section 6.1 and thereafter approved by Owner, if Agent desires to amend the form of rental agreement. 8.2 NO OTHER RENTAL AGENT During the term of this Agreement, Owner shall not authorize any other person, firm, or corporation to negotiate or act as rental agent with respect to any rental agreement for a dwelling unit or other space in the Project. Owner agrees to promptly forward all inquiries about the rental of dwelling units to Agent. 8.3 RENTAL RATES 14%W Management Agreement Project: Owner: Agent: Page 25 Subject to Section 8.5 hereof and with Owner's consent. Agent is authorized to change or revise all rents, tenant charges, or deposits, and any other charges chargeable with respect to the Project. However, the Agent shall be responsible for ensuring that the rental rates and utility allowances do not violate any federal, state or local government regulations or regulatory agreement, Subrecipient agreement, use agreement or declaration of covenants, conditions and restrictions regulating such matters. Agent will advise Owner when such changes or revisions are made on a monthly basis through the monthly Agent's letter or other report to Owner. 8.4 ENFORCEMENT OF RENTAL AGREEMENTS Except as otherwise provided in this Section 8.4, Agent is authorized to take all lawful action Agent deems necessary to enforce the provisions of the rental agreements and the rules and regulations of the Project, including the collection of rent or other income from the Project due to Owner. Agent is authorized to institute, in Owner's name, all legal actions or proceedings for the enforcement of any rental agreement provision, for the collection of rent or other income from the Project, or for any evicting or dispossessing of tenants or other persons from the Project. and, in connection therewith, Agent is authorized to sign and serve such lawful notices as Agent deems necessary. Agent is authorized, when expedient, to settle, compromise, the release such legal actions or suits or reinstate such tenancies. Any monies for such settlements paid out by Agent shall not exceed One Thousand Dollars ($1,000) without the prior written approval of Owner. Reasonable attorney's fees (within the specific market), filing fees, court costs, and reasonable and necessary out-of-pocket expenses incurred in connection with such actions and not recovered from tenants shall be paid out of the Operating and Reserve Account, or reimbursed directly to Agent by Owner. Agent and Owner will mutually select the attorney to handle such litigation. 8.5 TAX CREDIT REQUIREMENTS If applicable. on or before the Commencement Date, Owner will deliver to Agent a copy of the documents described on Exhibit C attached hereto and made a part of this Agreement. Agent at all times will rent the dwelling units, operate, manage, maintain and otherwise deal with the Project in compliance with all requirements of Section 42 of the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended (the "Code") and the Declaration of Land Use Restrictive Covenant for Low - Income Housing Tax Credits, as Amended (the "Extended Use Agreement"), including without limitation, any and all rent amount limitations and income qualifications, so that (a) 100% of the dwelling units will at all times be rented to individuals (i) whose income is 60% or less of "area median income" (as determined by the Department of Housing and Urban Development of the United States of America and its successors from time Management Agreement Project: Owner: Agent: Page 26 to time and applicable to Section 42 of the Code), (ii) who occupy a dwelling unit other than on a transient basis, and who otherwise qualify to rent or occupy such dwelling units under Section 42 of the Code, (b) the Project at all times will qualify as a "qualified low-income housing project" under Section 42(g)(1) of the Code, (c) each of the buildings at all times will qualify as a "qualified low-income building" under Section 42(c)(2) of the Code, and (d) all dwelling units at all times will qualify as "rent -restricted units" under Section 42(g)(2) of the Code. Agent shall also prepare all of the necessary documentation needed to be filed with all governmental agencies in order to comply with Section 42 of the Code and the current State of Hawaii Low -Income Housing Tax Credit Owner's Compliance requirements. Notwithstanding any other provision of this Agreement to the contrary, in addition to any damages which Owner shall sustain or incur due to Agent's violation of this Section 8.5, Agent's employment shall be terminated pursuant to Section 22. SECTION 9 AGENT'S EMPLOYEES 9.1 AGENT HIRES EMPLOYEES Agent shall hire, supervise, discharge, and pay all servants, employees, contractors, or other personnel necessary to be employed in the management, maintenance, and operation of the Project as provided in the Initial Operating Budget or Approved Budget. All such servants, employees, contractors, or other personnel shall be employees of the Agent, Agent's affiliate, or independent contractors to Agent. No affiliates of Agent will be employed or engaged at the Project without Owner's prior written consent and Agent shall not utilize employees splitting time between the Project and other properties on a pro rata basis without Owner's prior written consent. 9.2 AGENT PAYS EMPLOYEES' EXPENSES Agent shall be solely responsible for paying all wages and fringe benefits payable to Agent's employees, including but not limited to those employed pursuant to paragraph 9.1 above and supervisory, accounting and support personnel costs for Agent's off-site management and support personnel, and all local, state and federal taxes and assessments (including but not limited to Social Security taxes, unemployment insurance, and worker's compensation insurance) incident to the employment of such personnel, including any recruiting and relocation costs, 9.3 AGENT'S AUTHORITY TO PREPARE AND FILE RETURNS Agent shall do and perform all acts required as employer with respect to the Project and shall execute and file all payroll tax and other returns required under the Management Agreement Project: Owner: Agent: Page 27 applicable federal, state and local laws, regulations and/or ordinances governing employment, and all other statements and reports pertaining to labor employed in connection with the Project and under any similar federal or state law now or hereafter in force. Owner shall not be responsible for Agent's failure to (a) perform any act tax payment, record keeping or filing required as employer, or (b) file any payroll tax returns or other returns, statements or reports. 9.4 AGENT'S WORKER'S COMPENSATION INSURANCE Agent shall maintain worker's compensation insurance covering all liability of the Agent as employer of Agent's employees under established worker's compensation laws. Agent shall provide Owner with a certificate evidencing Such coverage and providing thirty (30) days' notice of cancellation or non -renewal. A copy of the insurance policy will be promptly furnished to Owner upon request SECTION 10 EXPENSES AND NECESSARY APPROVALS 10.1 ORDINARY EXPENSES Consistent with the Initial Operating Budget or Approved Budget, and subject to Section 10.3, Agent is authorized to make or cause to be made, through contracted services or otherwise, capital expenditures,_ all ordinary repairs and replacements reasonably necessary to preserve the Project, and all repairs or alterations required to comply with rental agreement requirements, governmental regulations or insurance requirements. Agent is also authorized to decorate the Project and to purchase or rent, on Owner's behalf, all equipment, tools. appliances, materials, supplies, uniforms and other items necessary for the management, maintenance or operation of the Project. Such expenses shall be paid out of the Operating and Reserve Accounts. Notwithstanding any provision in this Agreement to the contrary, Agent shall not make any payments to affiliates of Agent with respect to agreements not consented to by Owner nor enter into any agreement with any affiliates of the Agent in any way related to the management, operation or maintenance of the Project, without the express prior written consent of the Owner. 10.2 APPROVAL FOR EXPENSES With respect to all of the payments and expenditures which Agent is authorized to make under this Agreement, Agent shall not be authorized to incur or be reimbursed for, whether out of the Contingency Reserve, the Operating and Reserve Accounts or otherwise, any costs, fees or expenses for any item exceeding the amount provided therefore in the Initial Operating budget or Approved Budget, provided, however, that for unbudgeted items, the expense to be incurred for any one item, maintenance, In Management Agreement Project: Owner: Agent: Page 28 alteration, capital expenditure, refurbishing or repair shall not exceed the sum of Two Thousand Dollars ($2,000), and expenses shall not exceed the sum of l=ive Thousand Dollars ($5,000) in the aggregate (exclusive of utilities and taxes) per year, unless such expense is specifically authorized in writing by Owner, or is incurred under such circumstances as Agent shall reasonably deem to be an emergency (i.e., under circumstances in which the failure to act would (1) put preservation and safety of the Project at risk, (2) endanger life or property, (3) result in the suspension of any essential service to the Project, or (4) violate federal, state, or local law, regulation or ordinance). In such an emergency, emergency repairs shall be made by Agent at Owner's expense without prior approval. Owner shall be notified as soon as reasonably possible after any such repair but in no event later than three (3) days thereafter Manager shall use reasonable efforts to minimize operating expenses by obtaining competitive pricing on all services and obtaining at least three bids on expenditures exceeding $7,500 (a "major expenditure"). Agent shall obtain Owner's prior approval prior to: (i) retaining consultants and lawyers to perform unusual or extraordinary services (see Section 17) for the Project; (ii) incurring expenses for the services of Agent's (or Agent's affiliate's) in-house professional staff; (iii) utilizing the services of Agent's employees on both the Project and other properties and allocating the cost of such employees pro rata to the Project. Without otherwise limiting this Section 10.2 from and after ninety (90 days) after the Commencement Date, Owner's obligation to reimburse Agent for any travel and lodging expenses shall ed $3,0 00 � .1the aggregate during the first 90 days. SE ,ION 11 CONTR , UTILITIES AND SERVICES Agent is authorized to negotiate contracts for nonrecurring items of expense and to enter into agreements in Owner's name for all necessary repairs, maintenance, minor alterations and utility services. Contracts for necessary repairs, maintenance and minor alterations exceeding Twenty -Five Hundred Dollars ($2,500) on an annual basis shall be awarded on the basis of competitive bidding, solicited in a manner determined by the Agent upon Owner's verbal approval unless Owner shall otherwise direct Agent in writing. Contracts for nonrecurring items of expense or agreements for necessary repairs, maintenance, minor alterations and utility service which have not been previously budgeted shall be approved by Owner in writing before they are executed. Agent shall, in Owner's name and at Owner's expense, make contracts on Owner's behalf for electricity, gas, telephone, fuel and water. The relationship, if any, between Agent (or the person or persons in control of Agent) and the party proposed to supply goods or services, or both shall be disclosed to Owner in writing prior to execution of the contract. All contracts with Agent's affiliates must be pre -approved by the Owner in writing. The relationship that providers of goods and services shall have to Owner shall Management Agreement Project: Owner: Agent: Page 29 be that of an independent contractor and not as an employee of Owner. All utility deposits shall be Owner's responsibility, except that Agent may pay same from the Operating and Reserve Accounts at Owner's request. All contracts must contain a thirty (30) day cancellation clause. All such contracts shall contain substantially the provisions contained in Section 22.5 hereof. Agent is not authorized to execute any documents, contracts, or other instruments in the name of Owner, except as expressly set forth in this Agreement and no such authority is expressed, implied, or is to be inferred from Owner's execution of this Agreement. Agent shall supervise all ordinary and extraordinary repairs, decorations and alterations, capital improvements, remodeling and tenant improvements, all subject to the terms of this Agreement. SECTION 12 RELATIONMP OF AGENT TO OWNER The relationship of the pantie t s Agreement shall be that of limited Principal and Agent, and all duties to be performed by Agent under this Agreement shall be for and on behalf of Owner, in Owner's name and for Owner's account solely in connection with the property management of the Project. In taking any action under this Agreement, Agent shall be acting as Agent for Owner. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or any other relationship between Owner and Agent. Except as otherwise provided herein, Agent shall not be required to bear any portion of expenses arising out of or connected with the Ownership or operation of the Project. Agent shall not at any time during the period of this Agreement be considered a direct employee of Owner. Neither party shall have the power to bind nor obligate the other except as expressly set forth in this Agreement. SECTION 13 INDEMNIFICATION (a) Indemnification of Owner. Agent hereby agrees to indemnify, defend (with legal counsel approved by Owner) and hold harmless Owner and its officers, directors, employees and affiliates (the "Owner Parties") from and against any and all third party claims, demands, actions, suits, liabilities, damages, costs and expenses (including court costs and reasonable legal fees but excluding any special, incidental, consequential or punitive damages, whether at law or equity) asserted against or Management Agreement Project: Owner: Agent: Page 30 sustained by any one or more of the Owner Parties, and arising from or by reasons of (i) the acts or omissions of the Agent or its agents or employees, or (ii) the failure of the Agent to perform any of its duties or obligations under this Agreement, excluding acts or omissions which are at the direction, request or instruction of Owner, or (iii) claims made by current employees of applicants for employment arising from hiring, supervising, or firing same. (b) Indemnification of Agent by Owner. Owner hereby agrees to indemnify, defend (with legal counsel approved by Owner) and hold harmless the Agent and its officer, directors and employees (the "Agent Parties") from and against any and all third party claims, demands, actions, suits, liabilities, damages, costs and expenses (including court costs and reasonable legal fees but excluding any special, incidental, consequential or punitive damages, whether at law or equity) asserted against or sustained by any one or more of the Agent Parties, except for (i) claims for which the Agent is required to indemnify Owner pursuant to provision (a) above, (ii) claims which result from the willful misconduct, bad faith or negligence of the Agent in the performance of its duties hereunder, (iii) claims resulting from any act by Agent outside the scope of Agent's authority hereunder, or (iv) claims resulting from Agent's current or former employees or applicants for employment arising from hiring, supervising or firing same. (c) Notwithstanding anything in this Agreement to the contrary, no individual director, officer or employee of the Agent or Owner shall be personally liable or suffer personal liability to the other for any action taken or not taken on behalf of the Agent or Owner under this Agreement, other than liability arising out of the commission of a felony. Except as provided in the prior sentence, any claim or demand for indemnification made against the Agent or Owner, pursuant to and in accordance with this Agreement shall be and is deemed to be a claim solely against the Agent or Owner, as the case maybe, wut recourse to, or obligation or liability of, any director, officer or employee thereof %4�, , I SECTION 14 LEGAL PROCEEDING AND COMPLIANCE WITH APPLICABLE LAWS Agent shall notify Owner in writing within three (3) business days of the receipt or service of any demand, notice or legal process upon Agent (although Agent is not authorized to accept service of process on behalf of the Owner), or the occurrence of any casualty loss, injury or damage on or about the Project; FM Management Agreement Project: Owner: Agent: Page 31 Agent shall fully comply and cause its employees to fully comply, with all applicable laws in connection with this Agreement and the performance of its obligations hereunder, including all federal, state and local laws, ordinances and regulations relative to the leasing, use, operation, repair and maintenance of the Project and the operations of Agent, including without limitation, laws prohibiting discrimination in housing, employment laws (including those related to unfair labor practices), laws regarding tenant security deposits and laws regarding the storage, release and disposal of hazardous materials, and toxic substances, including without limitation, asbestos, petroleum and petroleum products. Agent agrees that it shall not, and shall Cause its employees to not, cause any hazardous materials or toxic substances, to be stored, released or disposed of on or in the Project except as may be incidental to the operation of the Project (e.g., cleaning supplies, fertilizers, paint, pool supplies and chemicals) and then only in complete compliance with all applicable laws and regulations and in conformity with good property management, If (i) there is a violation of applicable laws regarding the storage, release and disposal of such hazardous materials, or toxic substances, or (ii) Agent reasonably believes that the storage, release or disposal of any hazardous material, petroleum product, or toxic substances, could cause liability to the Owner, including any releases caused by tenants, third parties or employees, on the Project, Agent shall notify Owner immediately. Subject to the requirements under Code Section 42, the Agent agrees that the Project shall be offered to all prospective tenants on a nondiscriminatory basis without regard to race, color, religion, sex, family status, handicap or national origin in accordance with anglicable law. SECTION 15 INSURANCE AND TAXES 15.1 INSURANCE Owner shall obtain and keep in force adequate insurance as set forth in the Lease Agreement and Subrecipient Agreement for this Project. Agent shall carry, keep and maintain at all times the types of insurance and in the minimum amounts specified in Exhibit B. Agent shall be named as an additional insured on all liability insurance maintained with respect to the Project. The Owner's Commercial General Liability insurance policy shall be endorsed to include as additional insured the Agent. Owner and Agent agree to furnish each other with certificates evidencing such insurance or with duplicate copies of such policies within ten (10) days of the execution of this OR Management Agreement Project: Owner: Agent: Page 32 Agreement. If Owner or Agent fail to do so, the other party may, but shall not be obligated to, place said insurance and charge the cost thereof to the other party or deduct the cost thereof from the Operating and Reserve Accounts or amounts due to Agent hereunder as the case may be. Said policies shall provide that notice of default or cancellation shall be sent to Agent as well as Owner and shall require a minimum of thirty (30) days written notice to Agent before any cancellation or non -renewal of said policies. Agent also agrees at Owner's request to provide to Owner, at no expense to Owner except for the actual insurance premiums, all of forementioned insurance coverage required by the terms of this Agreement. 15.2 TAXES A Owner shall be responsible for monitoring all real estate and personal property taxes for the Project (unless the Owner otherwise directs Agent in writing) and for conducting any tax appeals to appropriate authorities. Agent shall promptly forward all tax bills and notices to Owner or mortgage lender but Agent shall account for, administer and pay all tax bills and escrows pursuant to the Initial Operating Budget or Approved Budget unless otherwise directed by Owner. The Agent will be responsible for submitting the annual real property tax exemption request for the Project to the City and County of Honolulu. SECTION 16 AGENT ASSUMES NO LIABILITY Agent assumes no liability whatsoever for any acts or omissions of Owner, or any previous Owners of the Project, or any previous management or other agent of either. Agent assumes no liability for any failure or default by any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any rental agreement or otherwise, provided Agent has complied with its own obligations with respect to such tenant as set forth hereunder. Nor does Agent assume any liability for previously unknown violations of environmental or other regulations which may become known during the period this Agreement is in effect. Any such regulatory violations or hazards discovered by Agent shall be brought to the attention of Owner in writing. Agent shall act prudently as a professional property manager; however, it is understood and agreed that Agent is not a guarantor of the Project achieving positive net cash now. SECTION 17 FEES FOR LEGAL ADVICE Owner shall pay reasonable expenses incurred by Agent in obtaining legal Management Agreement Project: Owner: Agent: Page 33 advice in the ordinary course of business regarding compliance with any law affecting the Project or activities related to them. Agent shall obtain Owner's prior written approval to obtain such legal services. Owner shall pay Agent's expenses, costs, fees, fines, liabilities, penalties or judgments (including Agent's reasonable costs of defense) arising out of or in the course of Agent's management and leasing of the Project involving an alleged violation by Agent of any law pertaining to environmental protection or fair housing unless such violation arises out of or as a result of the Agent's negligence, fraud or willful misconduct or failure to act, or Agent's notice of any such violation. Owner may manage and select counsel for defense of any such violation, which counsel must be satisfactory to Agent, and Agent shall fully cooperate with Owner and Owner's counsel in the defense thereof. The terms of this provision shall survive termination of this Agreement. SECTION 18 AGENT'S COMPENSATION AND EXPENSES As compensation for the services provided by Agent under this Agreement (in addition to the reimbursement of expenses to which Agent is entitled hereunder), Owner shall pay Agent as follows: percent (%) of the monthly gross receipts from the Project, payable by the 10th day of the succeeding month for the duration of this Agreement. The percentage amount set forth in above shall be based upon the total gross receipts from the Project during the preceding month. The term "gross receipts" shall be deemed to include all rents and other income and charges from the normal operation of the Project, including, but not limited to, rents, parking fees, laundry income, and other miscellaneous income but not including any security deposits or interest income. Gross receipts shall not be deemed to include income arising out of the sale of real property or the settlement of fire or other casualty losses and items of a similar nature. If the first or last month of the Agreement is not a complete calendar month, the management fee for such month shall be calculated on the basis of gross receipts for the entire month and the amount payable for such month shall then be prorated based on the number of days during such month the Agreement was in effect. Agent's compensation is inclusive of all of Agent's services, which Agent shall perform under this Agreement, including but not limited to Sections 3, 4, 6, 8 and 9, and Agent's overhead and profit. 1%W Management Agreement Project: Owner: Agent: Page 34 SECTION 19 REPRESENTATIONS 19.1 REPRESENTATIONS OF AGENT Agent represents, warrants, covenants and agrees that: a. it has the authority to enter into and to perform this Agreement, to execute and deliver all documents relating to this Agreement, and to incur the obligations provided for in this Agreement; b. when executed, this Agreement, together with all documents executed pursuant hereto, shall constitute the valid and legally binding obligations of the Agent enforceable in accordance with its terms; c. Agent has all necessary licenses, consents and permissions to enter into this Agreement, manage the Project, and otherwise comply with any conditions or requirements set out in any such licenses, Consents and permissions, and shall at all times operate and manage the Project in accordance with such conditions and requirements; d. during th' term o Agreement, Agent will be a duly registered business organization under the laws of the State of Hawaii, and shall have full power and authority to manage the Project, and otherwise comply with and perform Agent 's obligations and duties under this Agreement; e. the Project shall be managed in a manner to satisfy all restrictions, including tenant income and rent restrictions, applicable to projects generating Tax Credits; f. Agent shall comply with any requirements under applicable environmental laws, regulations and orders which affect the Project; g. If applicable, the Agent shall cause the Project to be operated in a manner so that all requirements shall be met which are necessary to obtain or achieve (i) compliance with the Minimum Set -Aside Test, the Rent Restriction Test, and any other requirements necessary for the Project to initially qualify, and to continue to qualify, for Tax Credits, including all applicable requirements set forth in the Regulatory Agreement and the Extended Use Agreement, (ii) issuance of IRS Forms 8609, and (iii) issuance of Management Agreement Project: Owner: Agent: Page 35 all necessary permanent unconditional certificates of occupancy, including all governmental approvals required to permit occupancy of all the dwelling units in the Project; h. Agent shall manage the Project upon Substantial Completion so that (i) no less than eighty percent (80%) of the gross receipts from the Project in every year is rental income from or with respect to dwelling units in the Project used to provide living accommodations not on a transient basis and (ii) the rental of all dwelling units in the Project complies with the tenant income limitations and other restrictions under the Rent Restriction Test as set forth in the Regulatory Agreement and the Project Loan documents; and i. Agent shall familiarize itself witheing documents, including but not limited to partnership and loan documents for the Reserve for Replacements and comply with the requirements of the Reserve for Replacements. In connective therewith, Agent shall utilize the Reserve Fund for Replacements only after the satisfaction in full of the obligation of the Owner's general partner (or managing member �... or similar entity, as applicable) to make operating deficit loans to the Owner pursuant to the terms of the Partnership Agreement. Withdrawals from the Reserve for Replacements shall be subject to the approval of the Owner, the Owner's special limited partner, the State of Hawaii Housing Finance and Development Corporation and the Owner's mortgage lender in their sole discretion; and j. If applicable, the Agent shall be familiar with the requirements of the Code, the Extended Use Agreement and the State of Hawaii compliance requirements. Furthermore, Agent shall cooperate with the Owner and the State of Hawaii in connection with any compliance monitoring procedures or Internal Revenue Service audits with respect to the Project and Agent will provide training to its staff regarding such compliance monitoring. 19.2. REPRESENTATIONS OF OWNER Owner represents and warrants, that: a. Owner has the authority to enter into and to perform this Agreement, to execute and deliver all documents relating to this Agreement, and to incur the obligations provided for in this Agreement; and b. when executed, this Agreement, together with all documents executed pursuant hereto, shall constitute the valid and legally binding obligations of Owner in (OW Management Agreement Project: Owner: Agent: Page 36 accordance with its terms. SECTION 20 STRUCTURAL CHANGES Owner expressly withholds from Agent any power or authority to make any structural changes in any building, or to make any other major alterations or additions in or to any such building or to any equipment in any such building, or to incur any expense chargeable to Owner other than expenses related to exercising the express powers vested in Agent through this Agreement, without the prior written consent of Owner. However, such repairs as may be required because in an emergency (as described in Section 10.2 hereon) shall be authorized pursuant to Section 10.2 of this Agreement, and Agent shall immediately notify*21 r ' ' ing. SECTION BUILDING COMPLIANCE Provided that Owner provides necessary funds and instructions to Agent in accordance with this Agreement, Agent shall manage, operate and maintain the Project and any equipment thereon in an efficient and prudent manner consistent with the practices of quality property managers and to the extent within Agent's control in compliance with all statutes, ordinances, laws, and regulations of any governmental body or any public authority or official thereof having jurisdiction, and notify Owner promptly or forward to Owner promptly any complaints, warnings, notices or summonses received by Agent relating to such matters. Owner represents that to the best of Owner's knowledge the Project and all such equipment comply with all such requirements. and Owner authorizes Agent to disclose the Ownership of the Project to any such officials. SECTION 22 TERMINATION 22.1 NORMAL TERMINATION BY EITHER PARTY Prior to the end of the Initial Term or any additional month to month extension, as provided in paragraph 1.3, this Agreement shall terminate upon the giving by either party to the other of thirty (30) days' written notice, in which case this Agreement shall terminate on the later of (a) the date thirty (30) days after such written notice is given, or '*W Management Agreement Project: Owner: Agent: Page 37 (b) the date set forth in such notice for termination of this Agreement. If this Agreement shall not renew, Owner shall not have any obligation to pay Agent any termination or non -renewal compensation or penalty. 22.2 TERMINATION FOR CAUSE Notwithstanding the foregoing, this Agreement shall terminate in any event, and all obligations of the parties hereunder shall cease (except as to liabilities or obligations which have accrued or arisen prior to such termination, or which accrue pursuant to paragraph 22.3 as a result of such termination, and obligations to insure and indemnify), upon the occurrence of any of the following events: (a) BREACH OF AGREEMENT - Thirty (30) days after the receipt of notice by either party to the other specifying in detail a material breach of this Agreement, other than as set forth in paragraphs (c), (d), (e) or (f) below (for which no notice shall be required), if such breach has not been cured within said thirty (30) day period; or if such breach is of a nature that it cannot be cured within said thirty (30) day period but can be cured within a reasonable time thereafter, if efforts to cure such breach have not commenced and/or such efforts are not proceeding and being continued diligently both during and after such thirty (30) day period prior to the breach being cured. However, the breach of any obligation of either party hereunder to pay any monies to the other party under the terms of this Agreement shall be deemed to be curable within thirty (30) days after the receipt of written notice thereof, unless a shorter period is provided under this Section 22.2. (b) FAILURE TO ACT, ETC. - In the event that any insurance required of Owner is not maintained without any lapse, or it is alleged or charged that the Project, or any portion thereof, or any act or failure to act by Owner, including Owner's agents and employees, if any, other than Agent and Agent's employees hereunder with respect to the Project, fails to comply with any law or regulation, or any order or ruling of any public authority, and Agent, in its sole discretion, considers that the action or position of Owner and its representatives with respect thereto may result in damage or liability to Agent, or disciplinary proceeding with respect to Agent's license, or Owner fails to approve and fund Agent's requests under Section 10.2, Agent shall have the right to terminate this Agreement at any time by the giving of not less than ten (10) days written notice to Owner of its election to do so, which termination shall be effective upon the expiration of ten (10) days after the date of service of such notice or any longer Management Agreement Project: Owner: Agent: Page 38 period as may be prescribed in such notice. Such termination shall not release the indemnities set forth herein. (c) EXCESSIVE DAMAGE - Upon the destruction of or substantial damage to the Project by any cause, or the taking of all or a substantial portion of the Project by eminent domain, in either case making it impossible or impracticable to continue operation of the Project. (d) MATERIAL BREACH OF AGREEMENT - Negligence, willful misconduct, criminal fraud or any other material breach of this Agreement, (e) ASSIGNMENT - Assignment of this Agreement by either party without the written consent of the other. arty other than as set forth in Section 31 and Section 32. (f) RECAPTURE EVENT - The o` `ence of a Recapture Event as a result of any act or omission of Agent. ' Recapt ne Event" means the failure of the Project to be a "qualified low-income housing project" (as defined in Section 42(g)(1) of the Code) or the failure of any designated low-income dwelling unit of the Project to be a "low-income unit" (as defined in Section 42(i)(3) of the Code) as a result of which all or a portion of the Low Income Housing Tax Credit attributable to the Owner under Section 42 is subject to recapture pursuant to Section 420} of the Code and any of the partners of the Owner are subject to increased tax due to any "credit recapture amount" (as defined in Section 420)(2) of the ode). AWW_(g) CREASE IN INCOME - Owner may terminate this Management Agreement a irty (30) days written notice from Owner to Agent in the event that the Project's income is decreased as shown on the Initial Operating Budget or Approved Budget by ten percent (10%) or more of the Project's budgeted expenses are exceeded by ten percent (10%) or more for a period of ninety (90) continuous days. Owner may not cancel this Management Agreement under this paragraph in the event the Project's income decreases by more than ten percent (10%) in the event of a disaster (fire, tornado, earthquake, hurricane, or flood) or a major economic event such as a publicly acknowledged economic recession, either nationwide or local, or other adverse events, such as the closing of a major business, manufacturing plant, or military base in the immediate area, or upon the advent of war. Management Agreement Project: Owner: Agent: Page 39 Notwithstanding the foregoing, it is understood and agreed that no notice shall be required in the event of the occurrence of any of the events described in paragraphs (e) through (f) hereof to effect the immediate termination of this Agreement. (h) Agent otherwise fails to comply with the W of Section 6 hereof (i) In the event that the Managing Agent does not adequately perform their responsibilities, the Owner may terminate the Agreement and replace the Managing Agent. The Owner reserves the right to terminate the Agreement immediately or within a period of not more than thirty (30) calendar days by issuance of written letter. Should the Agreement be cancelled, the Managing Agent shall turn over to the Owner all project's cash, trust accounts, investments, and all records within thirty (30) days after the dot a Management Agreement is terminated. 22.3 TERMINATION COMPENSATION Except as otherwise provided herein below, i) Owner terminates this Agreement before the end of the Initial Term as provide paragraph 22.1 above for any reason other than for a breach by Agent under paragraph 22.2(a), (c), (d), (e), (f), (g), (h) or (i) above, or (ii) if during the Initial Term, Agent terminates this Agreement for a breach by Owner under paragraph 22.2(a) above or pursuant to the provisions of paragraphs 22.2(b) above, or if termination occurs pursuant to Section 22.2(e) by assignment of Owner, then in any such event, Owner shall be obliged to pay Agent as compensation an amount equal to the management fee earned by Agent, as determined under paragraph 18 above, for the period prior to the termination. Agent shall not be entitled to any fees relating to the period after the date of termination of this Agreement. Any amounts accruing to Agent prior to such termination, including reimbursement for Project's expenses paid by Agent out of its funds, shall be due and payable upon termination of this Agreement. To the extent that funds are available, such sums shall be payable from the Operating and Reserve Accounts. Any amount due in excess of the funds available from the Operating and Reserve Accounts shall be paid by Owner to Agent upon demand. The compensation otherwise payable to Agent pursuant to this Section 22.3 shall be payable in the event that the Agent is terminated by Owner for breach of this Agreement or if the Project is foreclosed upon and title to the Project is taken away from Owner by operation of law or court order. Agent shall, however, be entitled to the compensation provided in this Section 22.3 in the event the Owner sells or transfers title to the Project. M Management Agreement Project: Owner: Agent: Page 40 22.4 OWNER RESPONSIBLE FOR PAYMENTS Upon termination of this Agreement, Owner shall remain liable for obligations of any contract or outstanding bill executed by Agent in accordance with the terms of this Agreement for and on behalf of Owner and including payment of all unpaid bills. In addition, Owner shall furnish Agent security in an amount satisfactory to Agent, against any obligations or liabilities, which Agent may have properly incurred, on Owner's behalf under this Agreement. Nothing contained herein shall be construed to imply any obligation (or to provide security thereof) with respect to any liabilities incurred by Agent in violation of this Agreement or to imply any obligation on any party succeeding to Owner as a result of foreclosure or deed -in -lieu of foreclosure for any such obligations of Owner. Agent may withhold funds for forty-five (45) days after the end of the month in which this Agreement is terminated, in order to pay bilis previously incurred but not yet invoiced and to close accounts. Agent shall deliver to Owner, within forty-five (45) days after the end of the month in which this Agreement is terminated, any balance of monies due Owner or of tenant security deposits, or both, which were held by Agent with respect to the Project, as well as a final accounting reflecting the balance of income and expenses with respect to the Project as of the date of termination or withdrawal and all records, contracts, rental agreements, receipts for deposits, and other papers or documents which pertain to the Project. In such event, unless otherwise requested in writing by Owner, Agent will continue to perform its obligations hereunder and in accordance herewith for the remainder of the transition of management_ 22.5 TERMINATION UPON WITHDRAWAL OR REMOVAL OF OWNER'S GENERAL PARTNER OR FORECLOSURE This Agreement is subject to immediate termination upon: (a) the withdrawal or removal of Owner's general partner, if applicable; or (b) foreclosure, deed/assignment-in-lieu of foreclosure or the appointment of a receiver in anticipation of foreclosure at the option of the foreclosing entity, the recipient of the deed/assignment in lieu of foreclosure or the receiver,- provided, eceiver;provided, however, that if this Agreement is not terminated within ninety (90) days after the institution of foreclosure proceedings or the delivery of the foreclosure deed (at the option of the foreclosing entity), the delivery of the deed/assignment in lieu of foreclosure or the appointment of the receiver. this Agreement can thereafter be M Management Agreement Project: Owner: Agent: Page 41 terminated only upon thirty (30) days written notice of such successor Owner or receiver or as otherwise permitted by this Agreement. If this Agreement is terminated under this provision, Agent immediately shall surrender possession of the Project, and any funds or documents in its possession effective on delivery of written notice from such foreclosing entity. Whether or not this Agreement is terminated pursuant to this Section 22.5, in no event shall any foreclosing entity, recipient of a foreclosure deed/assignment or deed/assignment-in-lieu of foreclosure or receiver be responsible or liable for any obligation of the Owner under this Agreement, including, without limitation, any obligation of Owner under Sections 13, 17, 18, 22 or 24 hereof; provided, however, nothing contained herein shall impair the ability of Agent to exercise of any rights of offset contained in this Agreement. If this Agreement shall be terminated pursuant to this Section 22.5, Agent shall be entitled to compensation pursuant to Section 18 above up to the date of termination provided that if the period between the end of the last full month and the date of termination is not a complete calendar month, the management fee for such month shall be calculated on the basis of gross receipts for the entire month and the amount payable for such month shall then be prorated based on the number of days during such month the Agreement was in effect. 22.6 DELIVERY OF PREMISES UPON TERMItT10 Immediately after termination of this Agreement for any reason, Agent shall deliver to or as directed by Owner all funds, checks, keys, rental files, books and records and other Confidential Information (as defined below) to Owner. Immediately after termination, Agent shall leave the Project and cause its employees to leave the Project without causing any damage thereto. Under no circumstances shall any default by Owner give rise to any lien on the Project or give rise to a right of Agent to stay on the Project after the date of termination. Termination of this Agreement under any of the provisions of this Agreement shall not release either party as against the other from liability for failure to perform any of its duties or obligations as expressed herein and required to be performed prior to such termination. Agent agrees to cooperate with Owner in the obligations set forth in this Section 22.6. 22.7 FINAL ACCOUNTING UPON TERMINATION To the extent not otherwise provided in this Section 22, upon termination of this Agreement for any reason, at Owner's expense, Agent shall, as soon as practical, but not to exceed thirty (30) days, deliver to Owner all records, books, accounts, contracts, rental agreements, receipts for deposits, unpaid bills and other papers or documents NNW Management Agreement Project: Owner: Agent: Page 42 which pertain to the Project. In addition, Agent shall deliver; (a) A final accounting, reflecting the balance of income and expenses on the Project as of the date of termination, to be delivered as soon as practical, but not to exceed thirty (30) days after such termination; (b) Any balance or monies of Owner and tenant security deposits, held by Agent with respect to the Project, to be deliver mediately, less amounts properly due Agent; and (c) All records, contracts, rent reements,4ipts for deposits unpaid bills and other papers or docd nts which pertain to the Project, including, without limitation, all documents, certificates and other papers in connection with the Project's compli with the quirement of Section 42 of the Code to be delivered immediately GVNfLI I T a. Preservation of Confidentia&. In connection with the performance of obligations hereunder, Agent acknowledges that it will have access to "Confidential Information" (as defined below). Agent shall treat such Confidential Information as proprietary to Owner and private. and shall preserve the confidentiality thereof and not disclose, or cause or permit its employees, agents or contractors to disclose. such Confidential Information. Notwithstanding the foregoing, Agent shall have the right to disclose Confidential Information if and only to the extent it is required by court order to disclose any Confidential Information. "Confidential Information" shall mean the books, records, business practices, methods of operations, computer software, financial models, financial information, policies and procedures, and all other information relating to Owner and the Project (including any such information relating to the Project generated by the Agent), which is not available to the public. If Agent or anyone to whom Agent transmits Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, Agent shall provide Owner with prompt notice thereof so that Owner may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained by Owner or Owner waives compliance with the provisions of this Agreement, Agent shall furnish or cause IRManagement Agreement Project: Owner: Agent: Page 43 n to be furnished only that portion of the Confidential Information which Agent is required by contract to furnish, and will exercise commercially reasonable efforts to obtain reliable assurances that confidential treatment is accorded the Confidential Information so furnished. b. Property Right in Confidential Information. All Confidential Information shall remain the property of Owner and Agent shall have no Ownership interest therein. SECTION 24 INDEMNIFICATION SURVIVES TERMINATION All indemnity obligations set forth herein, all confidentiality obligations, representations and warranties of the parties contained herein shall survive the termination of this Agreement. If Owner is or becomes involved in any p , eeding or litigation by reason of Agent's actions or failure to act, such provisions coned herein with respect to such proceeding or litigation shall apply as if this Agreement were still in effect. SECTION 25 HEADINGS All headings and subheadings employed within this Agreement are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. SECTION 26 FORCE MAJEURE Any delays in the performance of any obligation of Agent or Owner under this Agreement shall be excused to the extent that such delays are caused by wars, national emergencies, natural disasters, strikes, labor disputes, utility failures, governmental regulations, riots, adverse weather, and other similar causes not within the control of Agent or Owner, and any time periods required for performance shall be extended accordingly. SECTION 27 COMPLETE AGREEMENT Management Agreement Project: Owner: Agent: Page 44 This Agreement, including any specified attachments, constitutes the entire agreement between Owner and Agent with respect to the management and operation of the Project and supersedes and replaces any and all previous management agreements oral or written entered into and/or negotiated between Owner and Agent relating to the Project covered by this Agreement. No change to this Agreement shall be valid unless made by either a subsequent or contemporaneous supplemental written agreement executed and approved by Owner and Agent. Except as otherwise provided herein, any and all amendments, additions or deletions to this Agreement shall be null and void unless approved by Owner and Agent in writing. If any addenda are attached to this Agreement and have been signed by the Owner and Agent, such addenda, to the extent that they conflict with any provision of this Agreement, shall control. Each party to this Agreement hereby acknowledges and agrees that the other party has made no warranties, representations. covenants or agreements, express or implied, to such party, other than those expressly set forth herein, and that each party, in entering into and executing this Agreement, has relied on no warranties, representations, covenants or agreements, express or implied, to such party* other than those expressly set forth t herein. 28 RIGHTS Ml1L E: NO WAIVER No right or remedy herein conferred upon or reserved to either of the parties to this Agreement is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Agreement or now or hereafter legally existing upon the occurrence of an event of default under this Agreement. The failure of either party to this Agreement to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy as provided in this Agreement, shall not impair any such right or remedy or be construed as a waiver or relinquishment of such right or remedy with respect to subsequent defaults. Every right and remedy given by this Agreement to the parties to it may be exercised from time to time and as often as maybe deemed expedient by those parties. SECTION 29 APPLICABLE LAW AND PARTIAL INVALIDITY The execution, interpretation and performance of this Agreement shall in all respects be controlled and governed by the laws of the State of Texas. SECTION 30 M Management Agreement Project: Owner: Agent: Page 45 NOTICES No notice or other communication shall be deemed given unless sent in the manner, and to the persons, specified in this Article. All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon receipt if delivered personally (unless subject to clause (b)) or five (5) business days after having been deposited in the United States mail, postage prepaid, by registered or certified mail, (b) at noon on the date after dispatch if sent by overnight courier or (c) upon the completion of transmission (which is confirmed telephonically by the receiving party) if transmitted by telecopy or other means of facsimile which provides immediate or near immediate transmission to compatible ipment in the possession of the recipient, and in any case to the parties at the ing addresses or telecopy numbers (or at such other address or telecopy num r a party as will be specified by like notice): i, If to Owner: Attention: `Facsimile Number: SECTION 31 AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties hereto and their respective personal representatives, heirs, administrators, executors, successors and assigns. Agent shall not assign this Agreement without the prior written consent of Owner Management Agreement Project: Owner: Agent: Page 46 SECTION 32 EXCULPATION Notwithstanding any provisions of this Agreement to the contrary neither Owner, nor any of the officers, directors, shareholders, employees, agents, trustees or representatives of Owner shall be liable, accountable or subject to any suit for any of the costs, expenses, and liability arising directly or indirectly, out of the Owner's failure or refusal to satisfy its obligations hereunder or out of the transactions contemplated by this Agreement. Agent agrees to look solely to Owner's interest in the Project and no other assets of Owner or any officer, director, shareholder, partner, employee, agent, trustee or representative of Owner shallb ~subject to levy, execution or other procedures for the satisfaction of Agent's r ies for the breach of any of Owner's covenants or obligations herein. IAL Cc 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 signatory to the original or same counterparts. Duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled In one document IN WITNESS WHEREOF, the parties hereto have affixed or caused to be affixed their respective signatures this th day of 202_. Management Agreement Project: Owner: Agent: Page 47 OWNER: Pacific Housing Assistance Corporation, a Hawaii nonprofit corporation AGENT: ,%W NO la Its: Executive Director v Management Agreement Project: Owner: Agent: Page 48 PROJECT DOCUMENTS Owner will provide to Managing Agent on or before the commencement date of the Contract. OTHER DOCUMENTS A copy of the deed/lease transferring title of the Project to Owner. Rent rolls for the most recent month setting forth, with respect to each dwelling unit, the following information (a) the name of the current tenant; (b) the commencement date of or the occupancy of the tenant under the rental agreement; (c) the expiration date of the current term of the rental agreement; (d) the rent payable under the rental agreement, including reference to any balance due; (e) the amount of the security deposit, if any; (f) vacant dwelling units; and (g) unexpired rent concessions, if any. The Owner's Title Policy and copies of any documents referred to therein as exceptions to and any documents recorded against the Project subsequent to the data of the Owner's Title Policy. A list of all telephone; r Copies of all A list of deli through the :)f the Effective Date, including vendor addresses, s, amount of invoice, date of invoice and due date. above -referenced payable list. ing WI t, due date and the number of days delinquent A list of all buildings with corresponding building numbers, the number of dwelling units in each building, the address of each dwelling unit (if the address changes by building), the type of eatlnit (e.g., one bedroom, two bath). A list of the cdIWmarkgWe for each dwelling unit Utility bills for the cent month prior to the Effective Date or a list of utility vendors, vendor's addresses, and account numbers for "house" accounts. A detailed list of each employee at the Project, including the employee's salary, bonus, unit concessions and other employee benefits, A real property and improved property tax certificate for the two (2) years prior to the Effective Date or evidence of a property tax exemption, if applicable, Management Agreement Project: Owner: Agent: Page 49 An inventory of all personal property owned by Owner and/or located on the Project. All tenant files for tenants currently occupying the Project. All documentation with respect to inspections or violations of applicable laws, ordinances and regulations (past and present). A certificate of occupancy for each building on the Project. All engineering and environmental reports. All surveys, plans, specifications and similar documentation. All appraisals of the Project. All service contracts, non-residential leases, li s, s and warranties currently in effect, including any tenant services agreements. (im,. All maintenance records and operating manuals, Balance sheet as of the Effective Date, . Owner's organizational documents including its general partner(s), if any, including certificate of good standing from the state where the entity is organized and the state we the entity is operating (if different). Tax Identifica Number - Letter from IRS acknowledging same. Lista Oies o rty ral liability, excess liability and property insurance with curr rrier(s), in . _ g i .ante agent contact information, insurance carrier's contact` information, policy numbers, premium finance account numbers) and installment schedules. information as to status of current premiums and direction for Agent's responsibility in maintaining policies. Current bank statements for Owner's Operating Account. Copies of a driver's license and social security card for each person who will be signing on the Operating Account on behalf of Owner. A copy of the following documents: Loan Agreement Management Agreement Project: Owner: Agent: Page 50 Mortgage or Deed of Trust Promissory Note Security Agreement Assignment of Leases Loar F+rr. r1 Management Agreement Project: Owner: Agent: Page 51 EXHIBIT D PROCUREMENT POLICY AGENT SHALL PROCURE GOODS AND SERVICES IN ACCORDANCE WITH THESE REQUIREMENTS: Single purchase of goods and/or services estimated to be greater than $2,500.00 and less than $5,000.00 will require a minimum of two (2) written bids or quotations. • Single purchase of goods and/or services estimated to be greater than $5,000.00 will require a minimum of three (3) written bids or quotations. • Where two (2) or three (3) written bid estimates are not submitted within a reasonable amount of time, Management Agent may award the bid to the best valued bidder who submitted offers with prior Owner approval. THE WINNING BIDDER SHALL BE AWARDED THE CONTRACT PROVIDED: • If the type of work is covered as a Regulated Industry, the awardee must be Licensed, has an active business registration, and in good standing with the Department of Commerce and Consumer Affairs in the State of Hawaii without any serious complaints. Certificate of insurance and/or worker's compensation must be on file before start of work, and to furnish a copy of such certification at annual renewal to Management Agent. Owner reserves the right to check for proof of insurance at any time with or without notice. ADMINISTRATIVE REQUIREMS : IV Copies of all bids and documentation on all other written cost comparisons made by Agent shall be made part of the Project's records and shall be retained for three (3) years from the date the work was completed. This documentation shall be subject to inspection by the Owner or its designees, representatives of the limited partners (if applicable), and lenders, Management Agent agrees to submit such documentation upon request. ***END*** MANAGEMENTPLAN KAMAKOA NUI WORKFORCE HOUSING PROJECT Page 52 11 IL 12 b. Conceptual building elevations and a conceptual site plan, including any phasing Our proposed development meets the site objectives contained in the RFP embodying good urban and architectural design principals and follows the desired objectives of minimizing the impact of the development to the surrounding area. The conceptual drawings prepared by Design Partners, Incorporated included in this section confirm the following: • The building height, massing, orientation, and setback minimizes impact of this proposed project to the surrounding area • The buildings are no more than two (2) stories and 40 feet in height. • Passive recreational opportunities such as walking paths, picnic areas, playground areas for children of all ages. • Recreation center and manager's office space, mail pickup and maintenance shop and equipment storage. '' • The design of our proposed project complements and is keeping with ,,. the architectural character, appearance and scale with the surrounding neighborhood. 14 • The design of the project is compatible with the surrounding topography. No phasing of the project is proposed at this time. The conceptual site plan, building plan and elevations, unit floor plan and outline specs are included in this section. We are also including details on the site work anticipated for the project. The civil and electrical site work is detailed in the attached Civil Basis for Design prepared by our civil engineering firm Sam 0. Hirota, Inc. and their site electrical consultant. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 30 f� 7 1 A D m 0 rM o' Z KAMAKOA DR N o' rn m N n � w m W m M L p —1 m m m C O C C C -4�rr r 0 0 0 000 ZZ Z m m m CO) C C-)mD 3 ,Ga 3 �m� mxic � x-- — A N V m Cl) m OC)5GO) 0 x x x CO w N C C C Z Z 1 1 4G7U) G7 a u 11 -iWNN - Ommmmm-1 >mmmmmc D0000O0— C00000 ?00000 � KK�KK mmaoCl) r r r r- 0000 0000 0 G) 0 G) nDnD N w V V 0 0 W M p� fD :+N O W .T. A N V N to to Z O C I W N "Co CD N O Sl m N i N CO (n ' O m A [n C / C 0) O A -i Q NW N J �_ O_ m m m XX A 0s D m n C z D 63 m v m r- 0 O O X T F z 40'-0' 14'-66' D m � n r O O D .p O m n 1 pr Z< �. 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J0 m m m�2 m D = S D 1 U)O Z 1N3 a D —{ N D m In m O � 0y m m 2 n >< X T 02 0D OO xZ l J mo cn � D �D M pW �'}'� N m Lz do o m o W ,�( m 4- J r..- T IA n i - IJ '4n$ 1N3 a 'aZO 8-u In m O � 0y 0 m 2 n >< X T 02 0D OO xZ mo cn � p m KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT OFFICE OF HOUSING AND COMMUNITY DEVELOPMENT, COUNTY OF HAWAII REQUEST FOR PROPOSAL 4028 OUTLINE SPECIFICATIONS 1. FOUNDATION 5" reinforced concrete slab on grade. 2. WALL FRAMING: 3-1/2", 5-1/2" metal studs @ 16" o.c., 8'-0 3/4" plate ht. 16 ga @ first floor, 18 ga @ second floor. Alternate: Wood studs. 3 FLOOR FRAMING- TJI Floor joists. Thermafiber insulation, cementitious/acoustical underlayment and two layers 5/8" type 'X' gypsum board on resilient channels at floor -ceiling assembly at flat units. 4. ROOF FRAMING: Prefabricated wood trusses and rafters. 2'-6" eaves at hip, 2'-0" eaves at gable ends. R-30 Insulation at roofs. 5. EXTERIOR FINISH: HardiePanel, HardiePlank and HardieShingle siding. Trim: HardieTrim or MiraTEC. 6. ROOFING: 30 -year fiberglass solar reflective shingle roofing. 7, DOORS: Entry: Raised panel fiberglass door. Lanai Closet: Flush Panel fiberglass door. Lanai Door: Vinyl sliding French door. Passage: Raised panel wood door. Closet: Louver paneled bi-pass doors. Linen. Raised panel wood door. Hardware: Kwikset — Lever handles. 8. WINDOWS: Type: Single -hung, fixed and horizontal sliding nail on windows. Material: Vinyl. Inter. trim: MDF sills, drywall head & jambs Exter. trim: MiraTEC as indicated on elevations. 9. INTERIOR WALLS: Material: 1/2" or 5/8" type 'X' gypsum board, square corners. Texture: Orange peel finish. Insulation: R-13 min. at exterior walls. Sound insulation at party walls and between units at floors. Finish: 1 coat flat latex, typical. 1 coat primer/sealer and 1 coat semi -gloss @ wet areas (Kitchen, Bathrooms and Utility ,_ closets). 10. CEILINGS: Material- 5/8" gypsum board. Front controls. Finish: Orange peel (kitchen, bath & powder). Insulation: R-30 min. at roofed ceilings. 30" ducted. Beams: Wrap with gypsum board. Water Heater: Eaves: Exposed plywood. of solar water heating system. Ext. Soffits: 5/8" exterior gypsum board. 11. FLOORING: Living/Dining: Luxury Vinyl Planks. Entry: Luxury Vinyl Planks. Kitchen: Luxury Vinyl Planks. Baths: Luxury Vinyl Planks. Bedrooms: Luxury Vinyl Planks. Hall: Luxury Vinyl Planks. Storage: Luxury Vinyl Planks. Trim: 2-1/2" MDF base at Luxury Vinyl Planks, 2nd Floor Lanai Deck: Neogard Pedestdan Coating. 12. CABINETS: Plywood boxes, wood veneer finish. 13 COUNTERTOPS: Kitchen: Granite OR Solid Surface. Baths: Solid Surface integral vanity top & bowl. 14. PLUMBING FIXTURES: Toilet: Lavatories: Kitchen sink: Tub/Shower: Faucets: Sterling "Windham" white elongated toilet. Solid Surface integral vanity top & bowl. Stainless steel, 18 -gauge, double compartment (Kohler or Moen). Sterling fiberglass tub. Kohler "Devonshire" widespread and centerset faucets. Lever handles. Polished chrome. 15. APPLIANCES: Refrigerator Top Mount, 18 Cubic Feet. Dishwasher: Front controls. Range -Oven: 30" free-standing range, with self- cleaning oven. Range Hood: 30" ducted. Disposal: '/2 horsepower. Water Heater: 80 or 120 gallons (as required) as part of solar water heating system. 16. ELECTRICAL: Ceiling Fixture: Wall Fixture: Ceiling Fan w/ Light T.V. Outlet: Telephone: Devices & Plates: Door Chime: Hall, kitchen, storage, walk-in closet. Baths, stairs, entry, lanai. Living room & all bedrooms. Living room & all bedrooms. Kitchen, living room, all bedrooms. White. Entry at all models. 17. MISCELLANEOUS: Bath Accessories: Price Pfister or Donner (chrome) — curtain rod, towel bars and toilet paper holder. Zaca (white) — medicine cabinet. Tub Surround: Solid surface. Exterior Stair Treads: Steptreads by Stepstone, Inc. Closet Shelving: 'Wood or MDF. SAKI 0. IIIROTA,, INC. KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT CIVIL BASIS OF DESIGN WATER SYSTEM Standards: Design of the new water and site fire protection system shall comply with the "Water System Standards", Department of Water Supply (DWS), County of Hawaii, State of Hawaii 2002 and the "Rules and Regulations", Department of Water Supply, County of Hawaii, July 28, 2016. The water system Is owned and maintained by Hawaii Water Service (HWS), who references design and construction per DWS standards. Existing Conditions: There are two twelve -inch water mains running along Kamakoa Drive and Iwikuamoo Drive adjacent to the parcel. Fire hydrants are located along these streets. There is an 8" water stub out within the property along Iwikuamoo Drive. Sam O. Hirota, Inc. was the designer of record for the original subdivision and roadway infrastructure. Proposed: A new water and site fire protection system will be designed and installed for the proposed project site from the existing 8" stub out along lwikuamoo Drive. Water line shall be ductile iron class 52 pipes and fittings for the piping under HWS jurisdiction. An optional PVC C900 piping and ductile iron class 52 fittings could be installed after the water meter and backflow preventer. Pending the total demands for potable water, sprinklers and hydrants a new MFM -MCT meter and meter box would likely be installed from the 8" stub out, followed by a backflow preventer. The requirements for fire flow are 1,500 gallons per minute, 1 hour duration, with 300 ft. fire hydrant spacing internally of the housing complex. Fire hydrants will be installed along the loop road. We anticipate a looped water system with smaller laterals servicing the various buildings within the parcel. The main looped water system will also feed the sprinkler system for the individual buildings. Sprinkler system will be coordinated with the project Fire Protection Engineer. Separate points of connections are anticipated for localized irrigation. At these points of connection backflow preventers will be installed. Design and approvals will be with the Hawaii Water Service and may also require additional approvals from the Department of Water Supply, County of Hawaii. The segment of the new water, fire and irrigation system within the parcel will be a private system unless a separate agreement is made with Hawaii Water Service to maintain the system. SEWER SYSTEM Standards: Design of the new sewer system will be based on the Hawaii County Code 2016, Chapter 21- "Sewers, "Standard Details for Public Works Construction, County of Hawaii, Sept 1984, "Standard Specifications for Public Works Construction, County of Hawaii 1986. The sewer system is owned and operated by Hawaii Water Service (HWS), complying with the County standards. Existing Conditions: There is an existing 8" sewer gravity stub out within the parcel along Kamakoa Drive. There's also another 8" sewer gravity line running along Iwikuamoo Drive but no stub out within the parcel. Civil Engineering • Surveying • Laser Scanning • GIS 864 SOUTH BERETANIA STREET. HONOLULU, HAWAII 96813-2502* TELEPHONE (808)537-9971 *FAX (808)524-6313 R I ( II l J�: cnit SAM Q MOTH, INC. Proposed: A new gravity sewer system will) be designed and installed for the proposed rental building complex. Pending the total demands of the proposed facility a new 6" to 8" gravity sewer system would be installed from the buildings to the existing 8" gravity sewer stub out from Kamakoa Drive. A secondary point of connection for the new sewer gravity system may be at a point along Iwikuamoo Drive and Kamakoa Drive intersection. This connection would only occur if the existing stub out does not accommodate the sewer system for the proposed building complex. A traffic control plan will be required to install the new system within the roadway. The new sewer system will be permitted and approved by Hawaii Water Service. The Department of Environmental Management, Wastewater Division may also be required to approve the system. The segment of the new sewer system within the building complex will be a private system unless a separate agreement is made with Hawaii Water Service to maintain the system. GRADING & DRAINAGE Standards: Design of the grading and drainage system will comply with the County of Hawaii, County Codes, Chapter 10 "Erosion and Sedimentation Control", "Storm Drainage Standard", Department of Public Works, County of Hawaii, Oct 1970 and the National Pollutant Discharge Elimination System (NPDES), Department of Health Clean Water Branch permitting. Existing Conditions The existing parcel was mass graded in 2008. Sam O. Hirota, Inc was the original designer of record for the engineering and permitting of the site. In general, the site was excavated from the original site condition. Proposed: We anticipate minor grading work to accommodate the proposed buildings, roadway, parking and new utilities installation. The intent is to utilize the existing ground conditions for the proposed development. Where possible, detention basins will be integrated into the site drainage to reduce flows into the County's system as well as capture pollutants from entering the County's system. If the site soils condition permits, detention basins will be designed to percolate flows into the ground, reducing flows into the County's system. A series of swales, shallow drywells or seepage pits may be integrated with the drainage system around the proposed development site. Drywells and/or seepage pits will have inlets with absorption devices and baskets to capture hydrocarbon pollutants and solids from the pavement areas. Where swales, seepage pits and detention basins can't be utilized, a series of drain inlets and drain piping may need to be integrated into the drainage system. Permitting and approvals for the drainage system and earthwork will be with the County of Hawaii, Department of Public Works, Engineering Division. A Grading Permit will be required for the project. The State of Hawaii, Department of Land and Natural Resources, State Historic Preservation Division (SHPD) approval letter is required prior to the Grading Permit. The letter determines that there is "no historic properties affected by the proposed grading". Grading plans will also include the storm water pollution prevention plan and best management practices for construction. A Drainage Report reflecting the existing and proposed drainage will also be submitted to the Department of Public Works for approvals. Grading will be more than an acre of disturbance therefore a National Pollutant Discharge Elimination System (NPDES) permit will also be permitted with the State Department of Health, Clean Water Branch. The NPDES is a separate permitting process from the grading permit with the County. Civil Engineering • Surveying • Laser Scanning • GIS 864 SOUTH BERETANIA STREET *HONOLULU, HAWAII 96813-2502 *TELEPHONE (808)537-9971 *FAX (808)524-6313 N M `77 r SAM O I1I110TA, INC. SITE FIRE PROTECTION Standards: Design of the site fire protection system will comply to the County of Hawaii, County Codes, Chapter 26, Fire 3/6/18, the Hawaii State Fire Code Jan 2010 and the National Fire Code Association NPFA 1 Uniform Fire Code 2006. Existing Conditions: There are two fire hydrants located along the parcel on Kamakoa Drive. There are three fire hydrants location along the parcel on Iwikuamoo Drive. These hydrants will provide portions of the required fire protection to the parcel. Proposed: The proposed waterline described above in the Water System will be utilized as the fire line for the project site. In general, the fire line loops around the proposed driveway. The requirements for fire flow are 1,500 gallons per minute. 1 hour duration, with 300 ft. fire hydrant spacing internally of the housing complex. Fire hydrants will be installed along the loop road. Fire hydrants will be installed along the loop road to provide coverage to the proposed buildings. We anticipate new fire department connections around the site and will be coordinated with the fire protection engineer and Fire Department. New fire sprinkler laterals will be designed for each building from the main fire line. Fire access around the loop road will require a 13ft bon vertical clearance and 20ft wide access. Design and approvals for the site fire protection plan will be by the Fire Prevention Bureau, County of Hawaii. SITE ACCESSIBLE PARKING AND ROUTES: Standards: Design of the site accessible access will comply with the Hawaii Administrative Rules, Title 11, Chapter 218, Communication Access Services for Persons who are Deaf, Hard of Hearing and Deaf -Blind. Approvals will be with the Department of Health, Disability and Communication Access Board (DCAB). DCAB's design is based on the Federal's Americans with Disabilities Act Accessibility Guidelines (ADAAG). Existing Conditions: The project site has no improvements and accessible parking and/or routes. Proposed: We anticipate accessible parking stalls based on the total parking requirements for the entire development. Generally the accessible parking and access will be located around the loop road perimeter closest to a building structure. Accessible parking stalls, signage, pavement striping and walkways will be designed to ADAAG standards. Accessible walkways will be designed where required to public areas, accessible parking and accessible rental units. SITE IMPROVEMENTS: Standards: Design for roadways, parking, curbs gutters, sidewalks, chain link fencing, shall comply with "Standard Details for Public Works Construction, County of Hawaii, Sept 1984, "Standard Specifications for Public Works Construction, County of Hawaii 1986. Pavement structure recommendations will be made by the geotechnical engineer. Existing Conditions: There are no site improvements other than the road improvements along Kamakoa and Iwikuamoo Drives. Civil Engineering • Surveying • Laser Scanning • GIS 864 SOUTH BERETANIA STREET *HONOLULU, HAWAII 96813-2502•TELEPHONE (808)537-9971 *FAX (808)524-6313 M Li?C Ir s SAA[ Q HIROTA, INC. Proposed: New internal 24 feet wide loop road will be provided along with the required parking and accessible stalls. Included are loading zones, internal walkways, trash enclosures, ganged mail box locations. Civil Engineering • Surveying • Laser Scanning • GIS 864 SOUTH BERETANIA STREET -HONOLULU, HAWAII 96813-2502•TELEPHONE (808)537-9971 •FAX (808)524-6313 M KAMAKOA NUI WORKFORCE RENTAL HOUSING DEVELOPMENT CIVIL BASIS OF DESIGN ELECTRIC SYSTEM Design References 1. Hawaii County Code Chapter 9 — Electricity 2. National Electrical Code 2020 3. Hawaii County Outdoor Lighting Ordinance 4. Hawaiian Electric — Hawaii Island Standards 5. Hawaiian Telephone Inc. Standards 6. Charter Communications (Spectrum) Standards Existing Conditions 1. Electric: 1 — 2" empty duct at locations of 2 proposed connecting driveways into project. 2. Video and Telephone: 1 — 4" empty duct each at same locations as the electric duct. Proposed Work 1. Electric: The existing 2" duct is intended for single phase distribution only to the project site. A three phase distribution is most likely required for the 120 units. The minimum electric infrastructure will therefore be 2 — 4" ducts. Three phase services are anticipated to each residential building and the Recreation Building. The electric infrastructure will include the concrete transformer pads and secondary ducts stubbed out towards the metering locations at each building. Six or seven transformers are projected for the 14 buildings 2. Video and Telephone The existing 4" duets should be adequate to service the proposed 120 units and Recreation Building. The Video and Telephone infrastructure will provide 4" ducts each stubbed out towards the service cabinet locations at each building. 3. Parking Area/Roadway Lighting: LED lighting sources, on anodized aluminum poles, approximately 20 feet mounting heights. Lighting levels 1 foot-candle average. Each luminaire will be photo -electric controlled. Power source will be from "common area" electric system at each building. Photo -voltaic powered self-contained lighting standards will be considered as an alternate. 4. Electric Vehicle Chargers: Level 2 chargers to be provided based on 1 per 100 parking stalls. Power source will be from "common area" electric system at each building. (End.) a c. Circulation plan showing transit, vehicular, bicycle and pedestrian access and circulation within and around the site including adjacent streets. The circulation plan showing transit, vehicular, bicycle and pedestrian access and circulation within and around the site including the adjacent streets is included in this section. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 31 m � �Do • /1/{■1/{/{/1/{/1/1/{/ lul m _ X1/1■1■1/1/1/1/{/{/1/1/1 KAM AK O A . Di�u,u�+uwuu►niunnu�uuwuua�u�u�ulu! ■ As I — � `'��'• `; 1tH 1 f ' � � I ltt/ntttUntllinbi4 Po in L' 4 _ • Y, Z I ■ _ gyp` 7 — t 'C — jo — — � ■ —� I ■ _ � f�rt ,tpt1N111I/p � �e�lgA L'1 - _ � � D • _ ■ =1 „�,' '`��G+r�' ' \``4 �-`sttttn`� /. Lam,'''''' .. 0ant C C I ■ ■_ P FD LZ { r' fi� r z Is ! 41111111 BVIR — I_ -1 lot,, M = I , • � LJ � rte. � � ''��OIIItN �`�... - , r++ruunlu01111Itae4ry - Zwr ■ l `q << — i 11 d. Documentation of the proposed developments feasibility, including; research/market demand data supporting proposed development. Based on the findings of the "Affordable Rental Housing Market Study" prepared by Ricky Cassiday dated November 2020, 14,165 dwelling units will be needed in Hawaii county to meet projected housing need. There is an overwhelming demand for rental housing units for working families earning up to 140% of median income as shown in the following table excerpted from the report. 30% studio 720 One Bed 528 Two Bed 471 Three Bed 195 Totals 1,914 60% 80% 632 213 322 362 269 270 303 189 1,526 1,035 100% 133 333 232 231 929 140% 134 516 143 332 1,125 Totals 1,833 2,061 1,386 1,249 6,529 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 32 AFFORDABLE RENTAL HOUSING MARKET STUDY F'�1 I. OVERVIEW & DESCRIPTION OF MARKET ANALYST Pacific Housing is proposing to build an affordable rental housing project in Waikoloa, Big Island. They have engaged Ricky Cassiday to describe and analyze the market for affordable housing rentals by qualifying households on the island, relative to the guidelines provided by the Office of Housing And Community Development of the County of Hawaii for performing a market study in response to their RFP entitled "Kamakoa Nui Workforce Rental Housing Development", Ricky Cassiday is a market researcher that specializes in analyzing residential real estate markets in Hawaii. He has performed numerous feasibility studies, including the for -sale and for -rent affordable housing projects — to date, 86 on Oahu, 15 on the Big Island, 7 on Maui and 17 on Kauai. This study focuses on the historical, current, and projected rental market conditions and trends to help forecast the absorption for a proposed affordable project within the community of Kona, County of Hawaii. The study entailed collecting, comparing and analyzing information that has a bearing on the numerous aspects of market demand for the proposed project, including but not limited to publicly available real property, economic and commercial data. Note that the data and statements herein are based on independent research and are in no way contingent upon outside findings or recommendations. II. SCOPE OF WORK As stipulated above, this Market Study will contain documentation of the proposed development's feasibility, including: Research/market demand data supporting the proposed development; • Demographic and market justification for unit breakdown demand. Ill. DESCRIPTION OF PROJECT, AREA AND MARKET OVERVIEW: The developer is proposing to build a multifamily project consisting of 120 family affordable rental units. The property will offer studio, one, two, and three -bedroom units restricted to households earning 30, 60, 80, 100 and 140 percent of the area median income (AMI) or below. PROJECT UNIT BREAKDOWN AMI Studio 1-bdrm 2-bdrm 3-bdrm TOTAL 30% 60% 2 30 36 0 68 80% 6 a Sub -Total 8 36 52 - 96 4 3 2 140% 0 4 4 6 14 ub-Total 0 8 7 8 JW Res. Mngr 1 TOTAL 8 44 60 8 120 By Ricky Cassiday 808.291.4407 11118/20 AFFORDABLE RENTAL HOUSING MARKET STUDY Page 2 COUNTY: The largest of the major Hawaiian Islands, the Big Island is 90 miles long by 80 miles wide at its furthest points. Larger than the State of Connecticut, it contains roughly 4,000 square miles (2.5 million acres), which compares to Oahu with 600 and Maui with 1,200 square miles. It is the youngest island in the chain (being 35 million years old) and the southernmost point of the United States. Five volcanoes formed the Big Island, the world's most active and safest volcano, Kilauea, which has become one of the islands most popular visitor attractions. It's major landmark, Mauna Kea, is the tallest mountain at 13,736 feet in the Pacific Basin and provides astronomers with the best stargazing on the planet earth. Only 2% of the land area has been developed for commercial and residential use leaving the remaining 98% divided between agriculture and conservation, with the mountainous core of the island taking up much of this area. This compares to the statewide average of 4% zoned for urban usage. Of all the islands, this one is the most rural. The majority of the island's roughly 164,000 residents lives and works in the coastal areas leaving the interior of the island pristine and beautiful. The weather is temperate year round with daytime temperatures down at sea level ranging from the mid 70's to the mid 80's, slightly warmer in the summer and slightly colder in the winter. The northeast trade winds average about 15 mph for most of the year, and provide refreshing breezes. Rain showers usually fall in the evening and early morning hours, predominantly over the mountain ranges. The temperature of the ocean ranges from 68 to 80 degrees Fahrenheit. The combination of predominately blue skies, gentle winds, moderate temperature, warm ocean and light rain in the evening support the sense of residents and visitors that the climate is near perfect. Which itself supports a strong visitor industry, as well as a second home and retirement community. The Big Island of Hawaii has three major resort areas on the west side: • North Kohala, a 40 -minute drive from the airport, it has the oldest resort master planned resort in the island, Rockefeller's Mauna Kea. There are also two other major resort, Mauna Lani and Waikoloa, troth developed in the late 1980's. It is very close to the upcountry communities of Kamuela and Kohala, both of which have rainforests and temperate climates. • North Kona a 15 minute drive from the airport, it hosts the newest resort master planned communities, also the most exclusive and most expensive: Hualalai and Kukio. They have excellent golfing, limited beaches and are located atop a recent lava flow. • South Kona, a 20 -minute drive south, it is on the warmer side of the coast. It boasts better weather, in the sense of being less windy. It has some of the most spectacular golfing, with no disturbing trade winds. It includes the resort areas of Keauhou and Hokulia, plus the village center of Kona. LOCATION: The subject property is defined geographically as being on the west side of the Big Island of Hawaii, the southernmost island of the state of Hawaii. It is located on the side of the Hualalai caldera, uphill from and within a couple miles of the Kona airport. DEFINITION OF MARKET: For the purpose of this study, it is necessary to define the market area, or the area from which potential tenants for the project are likely to be drawn. In some areas, residents are very much "neighborhood oriented" and are generally very reluctant to move from the area where they have grown up. In other areas, residents are much more mobile and will relocate to a completely new area, especially if there is an attraction such as affordable housing at below market rents. We define the market area geographically as being island -wide for the reason that the project is very close to the major driver of the island's economy, which are the resorts on the west side of the island. It is also located close to two other major economic drivers, the agricultural lands, which grow Kona coffee, and the military lands on which training is held. By Ricky Cassiday _ 808.291.4407 11/18/20 AFFORDABLE RENTAL HOUSING MARKET STUDY Pace 3 It is one of the two large centers of population on the island, the other being Hilo. Hila is located on the other side of the island, with an hour half commute to work in this, the west, side. Indeed, some of the major employers (ones that pay better wages), on the west side provide shuttle service to their employees, rather than have them make the 80 mile transit. IV. RESEARCH AND MARKET DEMAND DATA SUPPORTING DEVELOPMENT HOUSING DEMAND DEFINED: There are two components to residential housing demand: 1. Local residential housing demand (primary housing) 2. Offshore demand (secondary housing, or second homes) Historically, this offshore demand has been driven by economic growth and personal prosperity in the Pacific Rim countries. Indeed, when there is an accumulation of wealth in these offshore markets, there is a coincident and concurrent rise in the sales and the prices of residential units in and around West Hawaii on the Big Island. The table below shows the number and respective percentage of home owners verses renters. Note that this is for condos only. Also note there are many more renters (or investors) than there are owners. BREAKDOWN OF HOUSING DATA BY OWNERS & RENTERS Owner/Occupied Renters Big Island Total 1,858 9,174 West Hawaii 1,560 7,938 Local demand for primary housing is a function of household formation, itself a function of the economy's growth and the community's demographic trends. In the short term, defined as over the next two to three years, residential housing demand is driven by current economic conditions. Specifically, this is the creation of jobs, as that allows households the security to borrow money to buy a house. Alternatively, housing demand is fed by the increase or growth of household incomes. In the medium and the long term (also in the short term, but less so) housing demand is driven by population growth, which includes in -migration, births and deaths. It also encompasses demographic trends and changes in lifestyle or living attitudes. In both cases, rising economic activity and faster population growth means greater housing demand, which brings with it higher land and housing values. By Ricky Cassiday 808.291.4407 11/18/20 AFFORDABLE RENTAL HOUSING MARKET STUDY Page 4 SHORT TERM HOUSING DEMAND OVERVIEW. The following describes the labor market, starting with major employers in the county of Hawaii. BREAKDOWN OF PRIVATE SECTOR EMPLOYMENT Rank Business Name / 2018 Rank -Employees Year Est. In Hawaii 1 Four Seasons Resort Hualalai 1,300 1996 2 Mauna Kea Beach Hotel at Mauna Kea Resort_ 1,012 1965 3 Hilton Waikoloa Village 921 1988 4 KTA Super Stores 850 1916 5 Kamehameha Schools Hawaii .783 1996 6 Fairmont Orchid, Hawaii 600 19% _ 7 Roberts Hawaii Inc. (Big Island) 348 1941 The following is annual data showing the performance of the labor market. SELECTED HAWAII ECONOMIC TRENDS Ave employed Ave non-ag jobs Ave Unemplymt rate 1991 60,617 47,950 4.66 1993 60,325 47,708 7.79 1995 58,583 47,092 10.22 1997 62.529 49,517 9.90 1999 64,567 51,258 8.38 2000 70,163 53,725 5.02 2001 71,758 55,183 5.25 2002 71,838 56,463 4.79 2003 72,975 57,938 4.91 2004 75,171 60,363 4.08 2005 77,979 63,033 3.46 2006 81,213 65,921 3.13 2007 81,771 67.646 3.56 2008 79,800 66,500 6.00 2009 75,346 62,283 10.20 2010 79,738 61,217 9.79 2011 80,738 61,342 9.74 2012 79,754 62,742 8.23 2013 81,242 64,267 6.62 2014 83,792 65,333 5.46 2015 85,979 66,975 4.34 2016 89,700 69,475 3.60 2017 90,925 70,800 2.83 2018 89,663 71,067 3.02 2019 88,017 70.650 3.45 Such growth in economic activity has led to growing demand for housing, both for -sale and rental housing units. In addition, this growth exerts pressure on for -sale prices and for -rent rental rates. This makes it more difficult for households with fixed or low -incomes to secure affordable shelter. By Ricky Cassiday 808.291.440711118120 11 AFFORDABLE RENTAL HOUSING MARKET STUDY pow 5 LONG-TERM HOUSING DEMAND TREND: As long-term housing is driven by population growth, he tables below show the population by year, number, and total, plus the annual increase/decrease and percentage. BREAKDOWN OF POPULATION 2011 187,066 1,708 0.9% 2012 189,164 2,098 1.1% 2013 191.466 2,302 1.2% 2014 205 1.1 185 1.1 377 0.7 8 200,983 1 BREAKDOWN OF POPULATION BY AGE 2010 2020 Total resident population 185,339 209,000 �Pooulation: 0 to 4 vears 11,863 12,829 School age children: 12 to 13 years Resident Change Delta 1991 127,266 5,694 4.7% 1992 131,630 4,364 3.4% 1993 135,085 3,455 2.6% 1994 137,713 2,628 1.9% 1995 140,492 2,779 2.0% 1996 141,935 1,443 1.0% 1997 144 445 2,510 1.8% 1998 145,833 1,388 1.0% 1999 146,970 1,137 0.8% 2000 149,244 2,274 1.5% 2001 151,690 2,446 1.6% 2002 154,576 2,886 1.9% 2003 158,442 3,866 2.5% 2004 162.852 4,410 2.8% 2005 168,237 5,385 3.3% 173,536 5,299 3.1% _2006 2007 177,733 4,197 2.4% 2008 181.506 3,773 2.1% 2011 187,066 1,708 0.9% 2012 189,164 2,098 1.1% 2013 191.466 2,302 1.2% 2014 205 1.1 185 1.1 377 0.7 8 200,983 1 BREAKDOWN OF POPULATION BY AGE 2010 2020 Total resident population 185,339 209,000 �Pooulation: 0 to 4 vears 11,863 12,829 School age children: 12 to 13 years a bbU a,uw School age children- 14 to 17 years 9.516 9,317 Population: 18 to 44 years 59,327 66,594 Pooulation: 45 to 64 years 56.867 51,030 over By Ricky Cassiday 808.291.4407 11118120 AFFORDABLE RENTAL HOUSING MARKET STUDY Page 6 HOUSING SUPPLY AND TREND: Housing supply, or housing stock, is defined by total number of r units: one unit buildings, two or more unit buildings, mobile homes, and the number of these lacking some, or all, plumbing facilities (substandard housing). Housinn Unit -Types__ Total Housing Units Occupied Housing Units -_ Vacant Housing Units Hawaii 84,750 67,054 19,956 Vacant and Available 5,994 Vacant and Unavailable 13,962 Vacant for agricultural use_ 38 Vacant for seasonal use 9,708 Other Vacant 4,216 Housing Stock Pct. available (occupied & vacant)___ 73,048 86.20% Percent unavailable units Percent vacant for seasonal units 16.50% 11.50% Percent other vacant _ 5.00% As seen, there is a large number of unavailable units, as well as seasonal units. This takes housing stock off the market and makes finding affordable housing more difficult. Since the project is categorized as attached housing, the study will focus on this type of dwelling. Our analysis of household types and sizes will employ housing statistics provided by the County of Hawaii's Real Property Assessment and Property Assessment Division. The majority of the attached housing stock on the island is old. The table shows that 60% of the attached dwellings on Hawaii were built before 1980. CONDOMINIUM HOUSING PRODUCTION TRENDS, ISLAND WIDE Ave. Assessed _ Units Ave. Sq Ftg Values 1965-1969 396 554 $107,992 1970-1974 1,330 723 $208,929 1975-1979 864 1,004 $331,481 1980-1984 1,463 1,031 $318,250 1985-1989 1,083 1,106 $425,020 1990-1994 1,035 1,232 $353,349 1995-1999 299 1,293 $978,656 2000-2004 1,568 1,422 $610,704 2005-2009 1,445 1.312 $571,067 2010-2014 18 1,090 $343,211 2015+ 420 2,280 $1,287,965 It also shows that the most recent number of condos built are few, with high assessed values and large square footages. Clearly, the majority of these units are focused on serving the offshore market. Hawaii has one of the lowest percentage ownership housing markets in the nation and is among one of the least affordable. Such can be attributed to the limited supply of land, very high costs of production and very strong housing demand, resulting in low housing production and high prices. The problem is exacerbated by the fact that housing prices have exceeded household incomes for over 25 years. A major effect of high housing costs on families is that they re -rent part of their shelter to friends or iliiw By Ricky Cassiday 808.291.4407 11118120 AFFORDABLE RENTAL HOUSING MARKET STUDY Page 7 families. The US Census measures evidence of this, and they define crowding as 2 or more persons per bedroom. They also measure doubling up via surveys and define that as 'more than one family group' in a household. In the last Housing Planning Study, such a survey was performed and the results from Hawaii are shown below. HAWAII HOUSEHOLDS DOUBLING UP, BY AREA South Kona North and North North to Ka'u Puna South Hilo Hawaii Kona Yes 54 808 3,020 542 637 No 488 8.921 14,040 4,213 10.734 HAWAII HOUSEHOLDS CROWDING, BY AREA South Kona North and North North Ppl/Bedroom to Ka'u Puna South Hilo Hawai'i Kona Less than 2 526 9,204 15,883 4,341 10,041 More than 2 16 525 1,177 414 1,330 HAWAII HOUSEHOLDS DOUBLING UP & CROWDING, BY AREA South Kona North and North North to Ka'u Puna South Hilo Hawai'i Kona Either or Both 67 1,177 3,566 823 1,660 Neither 475 8,552 13,494 3,932 9,711 Another way that this condition is made apparent is the measurement of household size. Indeed, as households cannot afford housing, then overtime pent-up demand increases, household formation is delayed, and the average household size grows. The statewide average for household size increased by 2.8% from 2.88 persons per household to 3.11. This is consistent with a housing market where demand was greater than supply. The following table shows that Honolulu had highest increase in average household size over the 10 -year period. HOUSEHOLDS DOUBLING UP & CROWDING, BY AREA Population Household Housing Size Growth Growth Growth Hawaii 191% 17.0% 0.3% Honolulu 10.9% 3.5% 8.8% Kauai 14.3% 11.7% 2.3% Maui 19.3% 12.5% 5.8% HOUSING DEMAND TREND: This section breaks down the demand for housing and projects the need, currently. It is based on: (a) Household growth based on population growth. (b) Units constructed since the last census. (c) Number of owned and rented units. (d) Number of replacements. (e) Number of persons in the eligible income range. The following tables show population growth per annum, starting in 2000 and ending in 2018, the By Ricky Cassiday 808.251.4407 11/18/20 AFFORDABLE RENTAL HOUSING MARKET STUDY Page 8 last year we have population data for. The population change per annum is changed into a household change per annum by factoring it by the average number of people in a household, as determined by the US Census. This then is new households in the market, and equates to housing need. It is then compared to the number of homes available to them that were produced that year. If there were more homes produced than households were formed (an assumption), then there would be a surplus of supply (homes) over demand (population growth), and vice versa. A note here: the number of homes shown as produced are actual new homes created, as defined in the tax assessor's data base as 'Year Built.' However, not all those new homes were available to them, particularly those at the lower income levels. As seen in this report, a preponderance of new homes are produced for households making a higher incomes, as they are a more profitable and less risky market segment. Therefore, total housing production is reduced by a factor that reflects whether these new homes were available to local families or not_ This factor is related to the percentage of housing stock in the county that is owner -occupied (i.e., whether they were sold to households that occupy the dwelling unit, or to those who do not, meaning second home owners and investors). When the entire stock of housing of condominiums and single-family homes in the county was considered, 37% of condominiums and 28% single-family homes were not owner -occupants. In addition, when just considering the housing produced during this period, 2000-2012, the non -owner percentages rose to 82% of condominiums and 35% of single-family homes. Given that, we determined the factor should be set at a level that was less than half the percentage of non -owners. This was because some of these non -owner units would be rented out by their owner -investors, and thus they would be available as rental units. We deemed this to be conservative, as it is our experience that most newly created housing is not absorbed by investors, save at the higher price ranges. Thus, housing production was compared to households created, and the difference was calculated per annum, showing housing need surplus or deficit, and then calculated cumulatively. POPULATION GROWTH TO HOUSING DEMAND, 2001 to 2018 Annual Persons Per Households Housing Need vs. Cumulative Population Change Household Created Production Production Need 2000 149,244 2-95 148 2001 151,690 2.446 2.95 829 153 (676) (676) 2002 154,576 2,886 2.95 978 263 (715) (1,391) 2003 158,442 3,866 2.95 1,311 213 (1,098) (2,489) 2004 162,852 4,410 2.95 1,495 320 (1,175) (3,664) 2005 168,237 5,385 2.95 1,825 429 (1,396) (5.060) 2006 173,536 5,299 2.95 1,796 288 (1,508) (6,569) 2007 177,733 4,197 2.95 1,423 313 (1,110) (7,678) 2008 181,506 3,773 2.95 1,279 175 (1,104) (8,782) 2009 183,629 2,123 2.95 720 134 (586) (9,368) 2010 185,358 1,729 2.95 586 118 (468) (9,836) 2011 187,066 1,708 2.95 579 65 (514) (10,350) 2012 189,164 2.098 2.95 711 62 (649) (10,999) 2013 191,466 2.302 2.95 780 128 (652) (11,652) 2014 193.736 2,270 2.95 769 86 (683) (12,335) 2015 195,941 2,205 2.95 747 109 (638) (12,973) 2016 198,126 2,185 2.95 741 144 (597) (13,570) 2017 199,503 1,377 2.94 468 173 (295) (13,866) 2018 200,983 1,480 2.94 503 204 (299) (14,165) IOM By Ricky Cassiday 808.291.4407 11118120 14 AFFORDABLE RENTAL HOUSING MARKET STUDY Page 9 Under these assumptions, the model indicates that in every year in this time period, there was greater household growth than housing production, or an imbalance favoring higher prices (and thus higher rental rates). Further, this imbalance, or unmet housing need, gets carried forward to the next year, and added to the next year's differential Accounting for past and future, this model thus shows that 14,165 dwelling units will be needed in the county to accommodate future projected household housing need. Next, we look at the current demand for these units. The tables below show the project supply by AM[ and bedrooms; the demographic demand for these units currently, also by AMI and bedrooms. PROJECT UNIT BREAKDOWN AMI Studio 14bdrm 24bdrm 34bdrm TOTAL 30% 6 0 0 0 6 60% 2 30 36 0 68 80% — iY4i4u0 6 16 0 22 100% _. 0 4 3 2 9 140% 0 4 4 6 14 Res. Mngr. 1 TOTAL 8 44 60 8 120 As seen, there is more than ample potential demand for the units being supplied by this project V. DEMOGRAPHIC JUSTIFICATION FOR UNIT DEMAND BY AREA HOUSEHOLDS DEMOGRAPHIC DEMAND. The scope of work calls for a demographic analysis of the number of households in the market area that are income eligible and can afford to pay the rent. The target market is comprised of those family households who satisfy the income restrictions and other requirements for entering into a rental contract for these units. The project will be producing studios, one -bedroom, two-bedroom and three-bedroom unit rentals for those making approximately 30%, 60%, 80%, 100% and 140% of the Area Median Income (AMI). The table below describes the project's number of units by bedroom count and AMI. PROJECT UNIT BREAKDOWN AMI Studio 1-bdrm 2-bdrm 3-bdrm TOTAL 30% 6 0 0 0 6 60% 2 30 36 0 68 0 6 16 0 22 100% 0 4 3 • 2 9 140% 0 4 4 6 14 Res. Mngr. 1 TOTAL 8 44 60 8 120 By Ricky Cassiday 808.291.4407 11/18/20 AFFORDABLE RENTAL HOUSING MARKET STUDY Pave 10 AMI income limits per family, according to the HUD 2020 AMI definition, are described below. MULTIFAMILY TAX SUBSIDY PROJECT INCOME LIMITS, 2020 HAWAII COUNTY AMI 1 Person 2 Person 3 Person 4 Person 5 Person 6 Person 7 Person 8 Person 30% $17,520 $20,010 $22,500 $24,990 $27,000 $29,010 $30,990 $33,000 60% 535.040 $40,020 $45,000 $49,980 $54,000 $58,020 $61,980 $K000 80% 546,720 $53,360 $60,000 $66,640 $72,000 $77,360 $82,640 $88,000 100% 558,400 $66,700 $75,000 $83,300 $90,000 $96,700 $103,300 $110,000 140% 581.760 $93,380 $105,000 $116,620 $126,000 $135,380 $144,620 $154,000 Using the above guidelines, the table below depicts the total population of households in the County (meaning, on the island) who are renting, categorized by income bracket according to the number of people in the household. This data comes from Ribbon Demographics, a firm that specializes in taking US Census data and separating it into segments that are useful for projecting the demographic demand for affordable housing. It defines the relevant target markets of the project. RENTER ONLY HOUSEHOLDS BY AMI AND FAMILY SIZE, 2020 AMI 1 Person 2 Person 3 Person 4 Person 5 Person 6 Person 7 Person Totals 30% 720 528 471 195 131 24 31 2,101 60% 632 322 269 303 179 49 64 1,818 80% 213 362 270 189 163 14 18 1,230 100% 133 333 232 231 153 20 22 1,124 140% 134 516 143 332 221 17 21 1,384 With the renter data in hand, we use that to project out the potential demographic demand for these units. We do it by bedroom counts, with the one person household demand being applicable to the studio demand, the two person household demand being applicable to the one bedroom demand, and so on. PROJECT UNIT DEMOGRAPHIC DEMAND Totals 1,833 2,061 1,386 1,249 6,529 Finally, we show the project supply in the table below in order to compare the potential demand in the table above to it. PROJECT UNIT BREAKDOWN AMI Studio 14,drm 2-bdnm 3-bdrm TOTAL 30% 6 0 0 0 6 60% 2 30 36 0 68 80% 0 6 16 0 22 100% 0 4 3 2 9 140% 0 4 4 6 14 TOTAL 8 44 60 8 119 By Ricky Cassiday 808.291.4407 11118120 Studio One Bed Two Bed Three Bed Totals 30% 720 528 471 195 1,914 60% 632 322 269 303 1,526 80% 213 362 270 189 1,035 100% 133 333 232 231 929 140% 134 516 143 332 1,125 Totals 1,833 2,061 1,386 1,249 6,529 Finally, we show the project supply in the table below in order to compare the potential demand in the table above to it. PROJECT UNIT BREAKDOWN AMI Studio 14,drm 2-bdnm 3-bdrm TOTAL 30% 6 0 0 0 6 60% 2 30 36 0 68 80% 0 6 16 0 22 100% 0 4 3 2 9 140% 0 4 4 6 14 TOTAL 8 44 60 8 119 By Ricky Cassiday 808.291.4407 11118120 AFFORDABLE RENTAL HOUSING MARKET STUDY Page 11 IX. MARKET JUSTIFICATION FOR UNIT DEMAND BY AREA HOUSEHOLDS In accessing the size and strength of the affordable target market from local residents, we expect the most likely candidates to be families looking for: • An adequate cost of shelter (rent or own) • A shorter commute, and similar conveniences • A secure and safe unit, building and community • Quality housing in a market characterized with tight housing supply and high demand • A good public -school district Given that, the Project's strongest selling points will be: • Affordability • Newly -built construction • Personal and household security • Good public transportation, including the future rail station terminus • Proximity to major employment centers, major medical facilities, strong retail and other services • Several large public parks AFFORDABLE RENTAL MARKET DEMAND: The following tables describe the comparable units in the market area for projects that have studios, one, two and three-bedroom units serving families making 30%, 60%, 80% and 100% of AMI. AFFORDABLE RENTAL INVENTORY BY BEDROOM FOR HAWAII COUNTY Project Projects Units Studios One Bed Two Bed Three Bed _AMI 30% 3 236 45 --- 96 - 65 : .. 60% 10 657 45 84 265 62 80% 5 383 0 34 234 52 100% 1 31 0 3 4 4 Total 19 1,307 90 217 568 140 The next table makes a comparison with that inventory with the proposed supply of the subject property. AFFORDABLE RENTAL SUPPLY BY BEDROOM, SUBJECT PROPERTY AMI Project Units Studios One Bed Two Bed Three Bed 30% Subject 6 6 0 0 0 600/6 Subject 68 2 30 36 0 80% Subject 22 0 6 16 0 100% Subject 9 0 4 3 2 Totals Subject 105 8 40 55 2 Share Subject 8% 9% 18% 10% 1% As seen, the supply for the subject property is adding a good number of units to the market, as characterized by the last line showing the share of total market. It is adding about 8% of new supply to the overall market, plus 9% supply to the Studio market, 18% to the One Bed market, and 10% to the Two Bed market. In discussions with affordable housing project managers in the county, as well as across the neighbor islands, it is apparent that the one and two bedroom units are in highest demand in residential areas near a resort destination. In discussions with affordable housing project managers in the county, as well as across the By Ricky Cassiday 808.291.4407 11/18/20 AFFORDABLE RENTAL HOUSING MARKET STUDYPage 12 neighbor islands, it is apparent that the one bedroom MARKET RENTAL DEMAND: In our analysis of market rate properties' in the Hawaii County marketplace, it bears mentioning that few large unit rental properties exist, as opposed to the great many small unit properties available (especially when compared to other US urban centers). Historically, Hawaii County was primarily an agrarian economy with no real urban core. As such, condominium development was small-scale, and the rental marketplace was fragmented with a great many properties with 10-20 units. As a practical matter for this study, we reviewed the listings for rental apartment units on the Internet over the last 2 months. The following tables describe the market's low and the high of those units, and compare those rents to the highest rents for the subject property: COMPARIBLE MARKET RATE RENTS IN AREA Area Bedroom Low High Waikoloa Studio $1,000 $ 1,050 Kona Studio $1,095 $ 1,295 Waikoloa 1 B __ ._. $1,100 $ 2,100 Kona 1 B $1,350 $ 2,300 Waikoloa 2 B $1,650 $ 2,400 Kona 2 B $1,700 $ 3,000 Waikoloa 3 B $2,800 $ 3,275 Kona 3 B $2,550 $ 3,400 COMPARIBLE MARKET RATE RENTS IN AREA Area Bedroom Count High or 140% AMI Low or 100% AMI Waikoloa 1 Bed $1,100 _ $2,100 Kona 1 Bed $1,350 $2,300 Subject- 1 Bed $1,563 $2,100 Waikoloa 2 Bed _ $1,650 $2,400 Kona 2 Bed$1,700 $3,000 Subject 2 Bed _ $1,875 $2,400 _ _ Waikoloa3 Bed -- -- $2,800 $3,275 Kona 3 Bed $2,550 - - $3,400 Subject 3 Bed $2,166 $3,032 As seen, the project's 100% and 140% AMI rents are slightly above the market at the low end, and at or below those of the market at the high end. Since this is a new project, demand for it should be higher than the units advertised at the lower end of the market. VI. EXPECTED ABSORPTION Given the perennial imbalance between the supply and demand in this market area for affordable rental housing, this and other similar projects will be met by strong interest from renter households in these newly available rental units. This project, in particular, benefits from a very desirable location. Simply put, the local real estate market has seen a lack of apartment construction. This low supply condition should allow for rents to trend higher in the rental market. As such, this development should benefit by having good demand. to continue enjoying a decent recovery. By Ricky Cassiday 808.291.4407 11118/20 M AFFORDABLE RENTAL HOUSING MARKET STUDY Page 13 Currently, the affordable rental market shows that the comparables are exhibiting stable occupancies and low vacancy rates. The current rental rate schedule is competitive relative to units available to the households making incomes in the subject property. It's higher end units available to the general public on the open market is also competitive. Based on our demographic information and rental demand analysis, we believe that there is adequate demand in the primary market area for the Subject property. Therefore, we expect the proposed development will attain and maintain a 99 percent occupancy rate upon stabilization, and do so within the first 6 to 9 months, post -completion. By Ricky Cassiday 808.291.4407 11118/20 e. Project budget detailing and defining the proposed development costs, including construction costs, soft costs, contingencies, and assumptions. Financing Plan: Pacific Housing Assistance Corporation is proposing the development of 120 rental workforce housing units estimated to cost approximately $62 million. We propose to finance the project with Hula Mae Multi -family (HMMF) Tax Exempt revenue bonds, equity generated from the sale of Federal and State tax credits (4% variety) under the Low Income Housing Tax Credit (LIHTC) program and a loan under the Rental Housing Revolving Fund (RHRF). If awarded development rights of the Kamakoa Nui project, Pacific Housing Assistance Corporation will establish a Hawaii single asset limited partnership, along with a Hawaii nonprofit corporation to be the operating general partner, to develop, own and operate the project. We will request from the Hawaii Housing Finance and Development Corporation (HHFDC) an allocation of up to $31 million in HMMF tax exempt revenue bonds and 4% Federal and State tax credits which will generate over $21.3 million in equity funds. Under the current LIHTC rules, State tax credits may be taken over 5 years. This rule is scheduled to sunset in December 2021, prior to the time we will be ready to request funding. Therefore, this proposal assumes State tax credits will be taken in ten years. We will also request approximately $27.6 million under the RHRF program for construction and permanent financing at 0% interest for the first 2 years and 2.5% for the remainder of the term with annual payment of 75% of available cash flow. Bank of Hawaii (BOH) will purchase or arrange for the purchase of the revenue bonds to be issued by HHFDC to provide construction and permanent financing. The permanent bond amount will be approximately $13 million. Hunt Capital Partners will syndicate the tax credits to provide the equity investment. Letters of Intent from Bank of Hawaii and Hunt Capital are included in this section. Financing programs and loan amounts, rates and terms are provided in the Financing Summary. The Project Budget, detailing proposed development costs, is included in this section. Construction cost estimate prepared by J. Uno and Associates dated November 12, 2020 is also included in this section. The budget assumes 16 - month construction schedule. i: Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 33 �i X KAMAKOA NUI RFP FINANCING SUMMARY Construction Sources Source Type Interest Rate Term (Months) Debt Service Amount --------------- ------ ----------- ----------------------- Equity ----------- ----------- Multifamil _�evenue Bonds First Mortgage ..... 2,100,000 Muttrfamil� Revenue Bonds First Mortgage 3.75% 36 –_ -- �_� 25% $31.000.000 RHRF Second Mortgage 0% 36 $ 24.411,990 Deferred Reserves ----------------- — — ---------------------- Other $ 1,292,652 Deferred Developer Fees Other $ 3,000.000 Total $ 61,804,642 Permanent Sources Source Type Interest Rate Term (Months) Annual Debt Service Arnourif — --- -------------------- ------------ Equity $ 21,281,416 . Multifamil _�evenue Bonds First Mortgage ..... 4.25% 420 $ 715.959 S 12,903,913 _----------- .. _.. �. --------- RHRF Second Mortgage RHRF –_ -- �_� 25% w_M.– — SW - 75% of surplus cash – – �_ $ 27,619,313 Deferred Developer r Fees Unsecured Loan Total 61,804,642 LIHTC Request Federal State Type of LIHTC Requested LIHTC Applicable Percentage 130% Basis Increase as QCT or DDA Pricing Federal LIHTC Pricing State LIHTC Blended LIHTC Prizing November 20, 2020 as of: Nov -20 DDA 30% PV $ 1,773,629 $ 586,814 J ung 130% $ 0.90 $ 0.60 $ 080 Pagel of 4 Pacific Housing Assistance Corporation �Mw 4w KAMAKOA NU{ RFP DEVELOPMENT BUDGET Itemized Cost Total Units 120 Per Unit Cost Total Sq. Ft. 97,686 Per Sq. Ft. Cost ° of Dev. Cost Eligible Basis (1) To Purchase Land and Buildings Land S 1 $ 0.00 $ 65 0°% Acquisition of Existing Building 5 $ - Demolition S $ Other S $ _ — Other S $ For Site Work Off -Site Work Detail S S ----- 5 On -Site Improvements Detail Site Improvements S 112,758 $ 13852 $ 13,531.000 22% $ 13,531.000 Other: Landscaping S 16.667 $ 20.47 $ 2.000.000 3% S 1.000.000 Other $ $ Other. $ $ 15, 531.000 Vertical Construction 8-Plex Residential (9 buildings) S 148,725 S 18270 S 17,847,000 29% S 17,847.000 12-Plx Residential (4 buildings) S 105,733 S 129.89 $ 12,688.000 21% S 12,688.000 Rec Center/Office S 7.067 S 8.68 S 848,000 1 % $ 848.000 Contractor Overhead S - $ - Contractor Profit $ $ Other $ - S - For Contingency Construction Contingency 5% $ 19.548 S 2401 $ 2,345.700 a`5. S 2,345.700 Soft Cost Contingency $ 2.083 $ 2.56 $ 250.000 0",, ~ $ 250,000 Other Permits and Fees Budding Permits $ - $ - S - Other Utility hook-up fees $ 4,167 S 5 12 $ 500.000 _ t "^ $ 500.000 Other NPDES, Permit Processor $ 2.083 S 2.56 $ 250,000 Oe O;her $ S November 20, 2020 Page 2 of 4 Pacific Housing Assisstance Corporation KAMAKOA NUI RFP DEVELOPMENT BUDGET Total Units Total Sq. Ft. 120 97,686 % of Per Unit Per Sq. Dev. Eligible Basis Itemized Cost Cost Ft Cost Cost (1) For Architectural and Engineering Fees Architect Fee S 17,464 $ 21.45 S 2.095,700 3% $ 2,095,7001; Soils Report S 454 $ 056 $ 54,500 0% $, . Soils Construction Monitoring S 1,042 $ 1.28 $ 125,000 0% $ 125.000 Other S eciai Inspections S 833 $ 1.02 $ 100,000 0% $ ,100.000 Other Survey/Topo S 610 $ 0.75 $ 73,192 0% $ 73,192 Other Easement maps S 88 $ 0.11 $ 10,520 0% $ 10.520 Other Printing/Reimbursables S 208 5 0.26 S 25,000 0% $ 25,000 For Interim Costs Insurance S 42 S 0.05 $ 5,000 0% $ 5,000 Construction Interest $ - S - $ - S - $ - $ - Real Property Tax & Other Taxes S 10 $ 001 $ 1,200 0% $ 1,200 BOND FINANCING COSTS From Exhibit A-1 Bond Issuance Cost $ 2,675 $ 3.29 $ 321,000 1% $ - For Financing Fees and Expenses Construction Lender Loan Fee 1% $ 2,583 S 3 17 $ 310,000 1% Construction Lender Legal $ 542 S 0.67 1$ 65.000 0% Loan Application Fees $ 42 S 0.05 ;`$ 5,000 0% Phase I Envi. Site Assessment S 42 $ 0-05 $ 5,000 ' 0% Lender Pre -Closing Reports $ 10,000 Construction Period Monitonng $ 15.000 $ 15,000 Title and Recording $ 833 S 1.02 $ 100,000 0% Counsel's Fee $ 833 S 1.02 $ 100,000 0% Lender Construction Monitoring $ 567 $ 0.70 68.000 0% $ 68000 Lender Escrow Fees $ 108 $ 0.13 13,000 0% For Soft Costs Property Appraisal $ 125 $ 0.15 $ 15,000 0% Market Study $ 125 S 0.15 $ 15,000 0% $ 15,000 Environmental Report S 1.000 S 1.23 $ 120,000 0% 201 H Consultant S 548 $ 0.67 65,700 0°% Advertising / Marketing $ 833 S 1.02 "W'100.000 0% Consultants $ 450 $ 0.55 $ 54,000 0% $ 54,000 Accounting / Cost Certification $ 542 $ 0.67 $ 65,000 0% Other. FF&E $ 1.250 S 1.54 $ 150.000 0% $ 150,000 Other Cost Estimate $ 25 S 003 $ 3,050 0%p $ 3.050 Other Organizational Expenses $ 208 $ 0.26 $ 25,000 0% November 20, 2020 Page 3 of 4 Pacific Housing Assisstance Corporation LIM Itemized Cost For Syndication Costs Organizational (Partnership) Bridge Loan Fees & Expenses Tax Opinion LIHTC Good Faith Deposit Other Syndicator For Developer's Fees Developer's Overhead Developer's Fee Consultant Fee Project Management Other For Project Reserves Rent -up Reserve Operating. LP Reserves Other Interest Reserve Other KAMAKOA NUI RFP DEVELOPMENT BUDGET Total Units Total Sq. Ft. 120 97,686 Per Unit Per Sq. Cost Ft. % of Dev. Eligible Basis Cost Cost (1) S 417 S 0.51 S 50,000 0% S $ $ 63 S 0.10 S 10,000 0% $ 1,478 S 1.82 $ 177,363 0% S 625 S 0.77 $ 75,000 0% 5% S 25.000 S 30.71 $ 3.000.000 5% S 3,000,000 1% $ 4.167 S 5.12 $ 500,000 1% S 500,000 $ S $ 3,591 S 4A1 S 430,884 S 7,181 $ 8.82 $ 861,768 S 19,375 $ 23.80 $ 2,325,000 Total Development BudgeVEligible Basis S 515,039 S November 20, 2020 Page 4 of 4 1 %e 1% , � 4% $ 61.804,642 100% S 55,370.562 Pacific Housing Assisstance Corporation ■ CONSTRUCTION COST CONSULTANT Cost Estimate for: PROJECT NAME LOCATION: DATE: PROJECT NO.: JUA NO.: PREPARED FOR SUBMITTAL: KAMAKOA NUI KAMAKOA NUI HOUSING PROJECT HAWAII, HAWAII 11/12/2020 N/A PACIFIC HOUSING ASSISTANCE CORPORATION 0% 210 Ward Avenue, Suite 204 1 Honolulu, Hawaii 96814 1 Telephone: 808.947.6855 1 www.j-uno-associates.con DESCRIPTION QTY UNIT I UNIT COST PROJECT SUMMARY TOTAL SITE DEVELOPMENT & IMPROVEMENTS 10.25 ac $1,515,219.51 $15,531,000 RECREATION BUILDING 1655 sf $512.39 $848,000 8-PLEX RESIDENTIAL BUILDINGS 9 ea $1,983,000.00 $17,847,000 12-PLEX RESIDENTIAL BUILDINGS 4 ea $3,172,000.00 $12,688,000 TOTAL ESTIMATED CONSTRUCTION COST, $46,914,000 ROUNDED, $46,910,000 J. Uno & Associates, Inc. P R O J E C T C 0 S T S U M M A R Y PROJECT: KAMAKOA NUI HOUSING PROJECT ESTIMATE NO.: LOCATION: HAWAII, HAWAII PROJECT NO.: N/A DATE: 11/12/2020 ARCHITECT: PACIFIC HOUSING ASSISTANCE CORPORATION SUBMITTAL: CHECKED BY: - QTY BY: J. UNO PRICES BY: J. UNO DATE CHECKED: T 0 T A I. DESCRIPTION QTY UNIT I UNIT COST PROJECT SUMMARY TOTAL SITE DEVELOPMENT & IMPROVEMENTS 10.25 ac $1,515,219.51 $15,531,000 RECREATION BUILDING 1655 sf $512.39 $848,000 8-PLEX RESIDENTIAL BUILDINGS 9 ea $1,983,000.00 $17,847,000 12-PLEX RESIDENTIAL BUILDINGS 4 ea $3,172,000.00 $12,688,000 TOTAL ESTIMATED CONSTRUCTION COST, $46,914,000 ROUNDED, $46,910,000 J. Uno & Associates, Inc. SUBTOTAL, DIRECT COST, P R O J E C T C O S T S U M M A R Y 10.00% $67,094 PROJECT KAMAKOA NUI HOUSING PROJECT 6.65% ESTIMATE NO PRIME CONTRACTOR'S PROFIT, 5.00% • LOCATION: HAWAII, HAWAII PROJECT N N/A DATE: 11/12/2020 TOTAL ESTIMATED CONTRACT COST, ARCHITECT: PACIFIC HOUSING ASSISTANCE CORPORATION SUBMITTA CHECKED BY: - $848,000 QTY BY: I LINO PRICES BY: J. LINO DATE CHECKED: T O T A L DESCRIPTION QTY UNIT UNIT COST TOTAL SITE DEVELOPMENT Site Improvements, Utilities 10.25 ac $1,200,000.00 $12,300,000 (Assumes Shallow Rock Formations, Excavation) SUBTOTAL, DIRECT COST, $12,300,000 DESIGN CONTINGENCY, 10.00% $1,230,000 PRIME CONTRACTOR'S OVERHEAD, 6.65% $899,745 PRIME CONTRACTOR'S PROFIT, 5.00% $721,487 BONDS & INSURANCE, 2.50% $378,781 TOTAL ESTIMATED CONTRACT COST, $15,530,013 ROUNDED, 10.25 ac $1,515,219.51 $15,531,000 RECREATION BUILDING Structural 1655 sf $136.00 $225,080 Architectural 1655 sf $142.00 $235,010 Plumbing 8 fixt $5,400.00 $43,200 Mechanical, Air Conditioning & Ventilation 1655 sf $42.00 $69,510 Mechanical, Fire Protection & Alarms Electrical Power & Lighting 1655 sf 1655 sf $16.50 $38.00 $27,308 $62,890 Telecomm & Data 1655 sf $4.80 $7,944 SUBTOTAL, DIRECT COST, $670,942 DESIGN CONTINGENCY, 10.00% $67,094 PRIME CONTRACTOR'S OVERHEAD, 6.65% $49,079 PRIME CONTRACTOR'S PROFIT, 5.00% $39,356 BONDS & INSURANCE, 2,50% $20,662 TOTAL ESTIMATED CONTRACT COST, $847,133 ROUNDED, 1655 sf $512.39 $848,000 N P R O J E C T C 0 S T S U M M A R Y PROJECT_ LOCATION: KAMAKOA NUI HOUSING PROJECT $104.00 ESTIMATE NO.: i HAWAII, HAWAII PROJECT N N/A DATE: 11/12/2020 ARCHITECT: PACIFIC HOUSING ASSISTANCE CORPORATION SUBMITTA CHECKED BY: CITY BY: J. UNO PRICES BY: 1. UNO DATE CHECKED: DESCRIPTION QTY I UNIT I UNIT COST I TOTAL 8-PLEX BUILDING Structural 6028 sf $104.00 $626,912 Architectural 6028 sf $98.00 $590,744 Plumbing 44 fixt $3,600.00 $158,400 Mechanical Ventilation 5428 sf $1.80 $9,770 Mechanical, Fire Protection & Alarms 6028 sf $6.00 $36,168 Electrical Power & Lighting 6028 sf $24.00 $144,672 Telecomm & Data 6028 sf $0.60 $3,617 SUBTOTAL, DIRECT COST, $1,570,283 DESIGN CONTINGENCY, 10.00% $157,028 PRIME CONTRACTOR'S OVERHEAD, 6.65% $114,866 PRIME CONTRACTOR'S PROFIT, 5.00% $92,109 BONDS & INSURANCE, 2.50% $48,357 TOTAL ESTIMATED CONTRACT COST, $1,982,644 ROUNDED, 6028 sf $328.96 $1,983,000 12-PLEX BUILDING Structural 9799 sf $104.00 $1,019,096 Architectural 9799 sf $98.00 $960,302 Plumbing 60 fixt $3,600.00 $216,000 Mechanical Ventilation 9024 sf $1.80 $16,243 Mechanical, Fire Protection & Alarms 9799 sf $6.00 $58,794 Electrical Power & Lighting 9799 sf $24.00 $235,176 Telecomm & Data 9799 sf $0.60 $5,879 SUBTOTAL, DIRECT COST, $2,511,491 DESIGN CONTINGENCY, 10.00% $251,149 PRIME CONTRACTOR'S OVERHEAD, 6.65% $183,716 PRIME CONTRACTOR'S PROFIT, 5.00% $147,318 BONDS & INSURANCE, 2.50% $77,342 TOTAL ESTIMATED CONTRACT COST, $3,171,015 ROUNDED, 9799 sf $323.71 $3,172,000 IN ABank of Hawaii November 17, 2020 Ms. Audrey Awaya Pacific Housing Assistance Corporation 888 Iwilei Road, Suite 200 Honolulu. HI 96817 Re: Kamakoa Nui — A proposed 120 -Unit affordable housing proiect located in Waikoloa Hawaii Island (the "Proiectn) Dear Ms. Awaya: Bank of Hawaii (the "Bank") is pleased to provide this letter of interest in support of the application to the County of Hawaii for the development of this planned project. As currently designed, Kamakoa Nui would produce 120 -units in 13 townhouse -type building on land leased from the County of Hawaii, of which 96 of the units are for tenants at the following income levels: • 6 units for tenants at 30% Average Median Gross Income (AMGI) • 68 units for tenants at 60% AMGI • 22 units for tenants at 80% AMGI Based on the preliminary project narrative and financial schedules that the Bank has received to date, this letter expresses our interest in pursuing financing assistance for the project in the form of construction and permanent debt via the State's Hula Mae Multi -Family Tax -Exempt Bond Program for the Project up to a maximum amount of $31 million. The Bank has a long record of supporting the financing of the construction and operation of properties that have received an allocation of Low Income Housing Tax Credits and utilize the State of Hawaii's Hula Mae Multi -Family Tax -Exempt Bond Program. I have included list of some recent transactions on the following page. The Bank is very supportive of affordable housing initiatives and recognizes the direct contribution, expertise and success attributed to you and your entire project team in delivering new affordable housing units across the state. We are hopeful that with the public-private partnership of the affordable housing tax credit program, we will assist in bringing to fruition another direly needed property to the affordable housing inventory on Hawaii Island. We are grateful to have an opportunity to continue to work with you on increasing affordable housing units across the state. Sincerely, Christopher Abbott Vice President & Affordable Housing Manager Commercial Real Estate Loan Division PO Box 2900 • Honolulu, HI 96846-8000 • boh.com 24 -Hour Customer Service Center. 643-3888 or Toll-free: 1-888-643-3888 L A Bank of Hawaii Selection of transactions recently closed by Bank of Hawaii using the Hula Mae Multi -Family Tax -Exempt Bond Program Pro'ect Name Bond Amount Date of Closing Hale Kalele $45 MM September 2020 Queen Emma Apartments $20 MM October 2019 Mohouli Phase II (participated with Wells Faro $19.7 MM (total bond) $4.8 MM BOHportion) January 2019 Kahului Lani Phase I 1$19.7 MM December 2018 River Pauahi 1 $9.25 MM December 2016 PO Box 2900 • Honolulu, HI 96846-5000 . boh.com 24 -Hour Customer Service Cerner. 643-3888 or Toll-free: 1-888-643-3888 C WHUNT HUNT CAPITAL PARTNERS November 18, 2020 Audrey Awaya Pacific Housing Assistance Corporation 888 Iwilei Road, Suite 200 Honolulu, Hawaii 96817 Re: Kamakoa Nui, a 119 unit affordable housing development to be located in Waikoloa, Hawaii, and developed, constructed, owned and operated by a to be formed partnership (the "Partnership"), in compliance with Section 42 of the Internal Revenue Code of 1986 ("IRC") Dear Audrey: Thank you for providing Hunt Capital Partners, LLC (`HCP") the opportunity to present this Letter of Intent Agreement. The following sets forth our proposal of the basic business terms to be included in the Partnership by and between Hunt, or its designees as the Investor Limited Partner (the "Limited Partner" or "LP") and Pacific Housing Assistance Corporation (the "General Partner" or "GP") regarding the Project. Investment Entity: A to be formed partnership (the "Partnership"), with Pacific Housing Assistance Corporation as General Partner with a 0.01% ownership interest in the Partnership, and Hunt Capital Partners, LLC or its designated affiliate, as Limited Partner with a 99.99% ownership interest in the Partnership. Tax Credits Available: $17,736,290 ("projected LIHTCs") The LP is acquiring 99.99% of the partnership's tax credits with annual housing credit allocation of $1,773,629. $8,868,140 (`projected HI SLIHTCs") The LP is acquiring 100.00% of the partnership's tax credits with annual housing credit allocation of $1,773,629. Net Credit Price to Partnership: $0.90 (Federal LIHTC) $0.60 (HI State LIHTC) 15910 Ventura Boulevard, Suite 1100 • Encino, California 91436 • P: (818) 380-6100 • F: (818) 380-6101 Audrey Awaya Kamakoa Nui November 18, 2020 Page 2 of 5 Net Capital Contribution: $21,281,949 Equity Proceeds Pay -In Schedule: Based on the terms of this letter agreement and the information, projections, and assumptions you have provided to us, equity contributions will be made to the Partnership by the LP in the percentages set forth below: 1. 10% will be funded at (a) the Limited Partner's admission into the Partnership, (b) closing and initial funding of all of the construction financing for the Project, (c) receipt of the commitments for all of the permanent financing, and (d) receipt of the LIHTC allocation; such funds shall be used to fund hard and soft development costs. 2. 10% will be funded upon the later to occur of (a) satisfaction of all conditions precedent to the payment set forth in paragraph (l) and (b) 100% construction completion as certified by project architect; such funds shall be used to fund hard and soft development costs 3. 80% will be funded upon the later to occur of: (a) satisfaction of all conditions precedent to the payments set forth in paragraphs (1) and (2), (b) the issuance of final Municipal or County Occupancy Certificates, (c) receipt of the certification of qualified expenditures by an independent certified public accountant, (d) 90% qualified occupancy for three consecutive months ("Stabilized Operations"), (e) funding of the Permanent Loan, (f) the issuance of all Treasury Forms 8609, and (g) receipt of the federal income tax return and K-1 s for the Partnership; such funds shall be used to fund initial operating deficit reserves and any remaining hard and soft development costs. Obligations of the General Partner and Guarantor(s): Operating Deficit Guaranty: The GP and Guarantors will guarantee and agree to loan to the Partnership sufficient funds, for a period of 60 months following the date stabilized operations is achieved (the "Operating Deficit Guarantee Period"), to fund operating deficits. Development Completion Guaranty: The GP and Guarantors will guarantee completion of construction of the Audrey Awaya Kamakoa Nui November 18, 2020 Page 3 of 5 Project substantially in accordance with plans and specifications approved by Hunt Capital Partners, LLC, including, without limitation, a guaranty: (i) to pay any amounts needed in excess of the construction loan and other available proceeds to complete the improvements; and (ii) to pay operating deficits prior to the conclusion of Project construction. Credit Adjusters: The GPs will provide that, if in any year actual credits are less than Projected Credits, then LP shall be owed an amount necessary to preserve its anticipated return based on the Projected Credit. The obligations of the GP shall be guaranteed by GP, Developer and their principals (the "Guarantor"). Asset Management Fee (AMF): $7,500 annually Cash Flow Split: Cash Flow to the Partnership shall be distributed as follows: a. To the LP, to make any tax credit adjuster payment not ce previously made; b. To the payment of any debts, excluding any unpaid Development Fee, owed to the Partners and/or their affiliates, until all such debts have been paid in full; c. To the payment of the AMF plus all accrued AMF unpaid from prior years; d. 90% to the payment of any unpaid Development Fee, until such fee has been paid in full and 10% to the LP; e. The balance, 90% to the GP as an Incentive Property Management Fee and 10% to the partners in accordance with their ownership percentages. All tax profits, losses, and credits from operations will be allocated 0.0 1 % to the GP and 99.99% to the LP. Residual Split: From Refinancing or Sale. Taxable profits and/or losses from a sale of the Property will be allocated among the Partners of the Partnership to adjust capital accounts as required by the Internal Revenue Code and in accordance with sale proceeds distributions. 14 Audrey Awaya Kamakoa Nui November 18, 2020 Page 4 of 5 Sale and Refinancing Proceeds will be distributed as follows: a. Payment in full of all Partnership debts except those due to Partners and/or their affiliates; b. To the LP, to make any tax credit adjuster payment not previously made; c. To the payment of any debts owed to Partners and/or their affiliates until all such debts have been paid in full, and GP's capital contribution; d. The balance, 90% to the GP and 10% to the LP. Replacement Reserves: $300/unit/year Other Terms and Conditions: 1) Proof of award and allocation of LIHTC. 2) The GP must have a firm commitment for a fixed- rate permanent first mortgage with terms, conditions and a Lender acceptable to the Limited Partner. 3) Receipt, review, and approval of market study, environmental and geological reports, plans and specifications, contractor and such other conditions which are customary and reasonable for an equity investment of this nature and amount; 4) The Capital Contributions are determined on the projected credits delivered to Hunt based on the lease -up schedule provided to Hunt by the GP. Any changes in the timing of construction and/or lease -up may impact the timing and amounts of Capital Contributions. 5) Approval of the transaction by (i) HCP's Investment Committee and (ii) HCP's Investor including transaction yield and tax rate assumptions. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Audrey Awaya Kamakoa Nui November I8, 2020 Page 5 of 5 In recognition of the time and expense to be spent by Hunt in evaluating this transaction prior to closing, the GP will deal exclusively with Hunt with respect to the transactions noted in this firm commitment letter until this firm commitment letter is terminated by either party. You hereby confirm that no other party presently has any right to acquire an interest in the Property or the Partnership. Please execute and promptly return to us a copy of this commitment letter shall expire 10 business days after the date of this letter if your signed received by us. Sincerely, Dana Mayo Executive Managing Director Hunt Capital Partners, LLC 1 AGREED and ACCEPTED: Name: Title: Cc: Isaac Gephart (Hunt Capital Partners) Date The terms herein copy has not been L f. Operating pro forma including all revenues, expenses, debt service, taxes, and other assessments for 10 years and assumptions. 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Comprehensive timeline with major milestones and all stages of the proposed development including site control, planning and design, entitlements, plan review, permits, construction, and occupancy. The timeline should include any phasing and reasonable assumptions. Tentative Development Timeline Milestones Begin End Submit Kamakoa Nui RFP Response to County of Hawaii November 20, 2020 County evaluates RFP proposals, conducts discussions with November 20, 2020 January 20, 2021 priority listed Offerors and conducts Best and Final Offers Contract Award February 1, 2021 Negotiate Developer Agreement & Site Option Agreement February 1, 2021 May 1, 2021 and Form of Land Lease Notice to Proceed from County May 2021 Environmental Assessment May 2021 December 2021 Archaeological Report 201-H Exemption Application to County (3 — 5 months) December 2021 March 2022 — May 2022 Note: Final EA FONSI & Preliminary Drawings and Specifications required for 201-H application Architectural Drawings Schematic (45 days) May 2021 July 2021 Design Development (60 days) August 2021 October 2021 Building Permit Set (90 days) (S5%) October 2021 January 2022 Construction Contract Documents (60 days) January 2022 March 2021 County Approvals & Permitting Plan Approval — Courtesy (3 months) July 2021 October 2021 Grading Permit (5 months) January 2022 June 2022 Building Permit (9 months) January 2022 October 2022 October-2022 Financing Housing Revolving Fund*# February 2022 (app) August 2022 (approval) HulaMae Multifamily Bonds*# February 2022 (app) August 2022 (approval) 4% Federal & State Low Income Housing Tax February 2022 (app) August 2022 (approval) Credits*# February 2022 (app) August 2022 (approval) Construction Financing Closing (9 months)** August 2022 May 2023 (or after *Requires draft EA & letter from County re 201•H application status. building permit is obtained) ft Applications for HMMF bonds & 4% tax credits accepted anytime by HHFDC. Rental Housing Revolving Fund applications usually due in February. "Requires construction contract & building permits. Construction (16 months) Site Work (5 months) June 2023 November 2023 Vertical Construction (11 months) November 2023 October 2024 Certificates of Occupancy October 2024 Rent -up (6 months) October 2024 April 2025 Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 35 f h. Description of how the project, site plan attributes and architectural design features will contribute to the overall community. This includes accessibility function, security, and overall amenities for the residents of the project. The overall concept of Kamakoa Nui is to create a livable community within Waikoloa Village that will provide much needed workforce housing on the Island of Hawaii. The two-story multi -family buildings surround an open green space with meandering walkways, shade trees, picnic areas and a playground for children of various ages. The recreation center near the project entry welcomes residents and guests alike, provides a management office and space for gathering, and is in close proximity to the playground, for visual security and access. Lava rocks will be placed along the perimeter of the site that will serve as an effective and natural security fencing. Ample parking at two stalls per unit with additional guest stalls surrounds the homes, providing a buffer from adjacent parcels. Two large loading stalls, trash enclosures, and accessible parking stalls are dispersed throughout, allowing ease of access for all units. The 8-plex and 12-plex buildings consist of stacked flat units, which provide efficiencies in plumbing, utilities and construction. Each unit includes its own washer/dryer and various storage closets, while lanais and balconies encourage indoor -outdoor living. The architecture is clean and understated, in earth -tone colors to complement the surrounding neighborhoods. Fiber -cement composite siding provides strength and longevity, and solar -reflective shingle roofing keeps the homes cool throughout the year. Inside, luxury vinyl plank flooring and granite or solid surface countertops provide both beauty and durability, crucial for the rental market. The landscape design for Kamakoa Nui will be driven toward sustainability and community pride. Where possible, trees will be used along streets and open spaces to provide shade as well as contribute toward cooling and housing energy -efficiency. Selection of landscape materials will be compatible with the existing environment and the layout plan will ensure a safe yet attractive place to live and play. Pedestrian and bicycle paths will be integrated to ensure safe connections to open space and other community amenities as well help reduce the carbon footprint. A select portion of the project site will be dedicated for a Community Garden allowing for viable composting and residents to connect with nature while producing their own fresh and healthy produce. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 36 D. Exceptions/deviations Exceptions to or deviations from the requirements of this RFP with reference to the particular location in the Scope of Work. If your firm has no clarification, exceptions or deviations, a statement to that effect shall be included in the proposal. The title policy for the property that the County of Hawaii provided in Addendum #3 shows the Declaration of Restrictive Covenants for Kamakoa Nui recorded March 8, 2013, Doc No. A-48150173. The Declaration states that only single-family dwelling are allowed in the Kamakoa Nui subdivision. It further states that properties can be annexed and not be subject to the Declaration. We submit this proposal under the assumption that the County of Hawaii will exempt this project from the Declaration and allow the development of the project as a multifamily housing project. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 37 3. Cost Proposal (Return to County 20 Points) a. Annual cash Lease payment schedule (to the County) for the full term of the proposed (65 year) lease. Lease payment schedule (to the County) for the full term of the proposed (65 year) lease. We are proposing to pay the County $1 per year lease rent. The full amount for the entire term of the Lease will be paid upon execution of the Lease. In addition, the County will be paid 10% of net available cash flow (after all other debt) annually for the term of the proposed Lease. This amounts to over $1 million over the term of the lease. Please note that the financing programs used restrict rents that can be charged and thus limits total revenue to the project. b. Description of the economic, fiscal, employment, and other tangible public benefits to be generated by the proposed development. This project will facilitate the delivery of much needed workforce housing in West Hawaii. One of the biggest issues that the County faces is housing/jobs imbalance, with more workforce housing opportunities available in East Hawaii in comparison to more employment opportunities available in West Hawaii. For years, many East Hawaii residents would endure long commutes to their jobs in West Hawaii, or stay with relatives and friends in West Hawaii during the work week, or arrange for other housing solutions (such as camping out in cars). Adding to the supply of workforce housing in West Hawaii, reduces long commutes, and allows employees to have more time at home with their families, thus reducing stress on families. Other tangible public benefits to be generated by the proposed development include: Landscaping, with the maturing vegetation to eventually provide shade and relief from the hot sun; and Outdoor recreation area and playground area for children (which will help neighbors meet, socialize, and build a stronger sense of community). Investment in this important area will generate employment benefits for island residents and fiscal benefits for the State during the development/construction period. Because the Project consists of workforce housing, however, it is expected to be exempt from real property and other County taxes and thus would have negligible, if any, fiscal impact for the County. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 38 However, the project will have direct, indirect, and induced economic and fiscal impacts, including: • Development/construction costs and related soft costs (such as design fees) would contribute to expenditures in the State. • Employment — The Project will generate full-time equivalent (FTE) jobs during construction. After construction, the Project will generate employment during the operations of the project, including rental agents, building maintenance and repair, etc. • Personal earnings — Each FTE job generates personal earnings, and will incur State income tax. • State and County fiscal impacts — Although the direct fiscal impacts of the Project are most significant to the State, the project's indirect impacts, both quantitatively and qualitatively, will be significant for both State and County governments. Indirect qualitative benefits for the County will include facilitating the delivery of between 100 to 120 much needed primary homes in West Hawaii, with renters needing to work within 45 miles of the project to be eligible to rent in this project. Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 39 4. Appendices Information pertinent to this project and which has not been specifically solicited in any of the aforementioned sections may be placed into a separate appendix section. Appendices should be relevant and brief. Included in the section are: Letters of Support for Pacific Housing and our proposed Kamakoa Nui workforce housing project Certificate of Vendor Compliance for Pacific Housing Assistance Corporation Pacific Housing Assistance Corporation RFP 4027 Kamakoa Nui Workforce Housing Rental Housing Development - Page 40 November 13, 2020 Ms. Audrey Awaya Senior Project Manager Pacific Housing Assistance Corporation 888 lwilei Road, Suite 200 Honolulu, Hawaii 96817 Re: Letter of Support Kamakoa Nui Development, Pacific Housing Assistance Corporation Dear Audrey: We are happy to provide a letter of support for Pacific Housing Assistance Corporation (PHAC) for the Kamakoa Nui Project. I have personally worked with PHAC during my tenure at the Hawaii Community Development Authority (HCDA) in the early 1990's as a Rental Housing Project Manager. They helped develop financial/bond proformas, rental housing and facilities programming, development/construction assistance and property management for over 1100 rental housing units in Kakaako. Their reputation and success in the affordable housing development sector is second to none. Now, as an employer in Kailua-Kona with near 200 employees, we are happy to see a project like Kamakoa Nui come to fruition, as many of our workers and their families fall right into the median and lower gap group income bracket. This Project will help the community access much needed housing in West Hawaii. PHAC's experience and expertise will make this Project a long-term success. Their attention to functional detail, constructability, long-term maintenance. as well as being sensitive to the community and other socio-economic factors will add tremendous intangible value to the overall Development and the community at large. We hope the Project Evaluation Team provides favorable consideration to PHAC's Kamakoa Nui Development Proposal and wish all the entities involved a successful project. Mahalo. Respectfully submitted, /eed Kishinami Member Resort Management Group, LLC c PO Box 2366 Kailua-Kona, Hawaii 96745 (808)329-5525 Fax: (808) 329-5556 HAWAII ISLAND COMMUNITY DEVELOPMENT CORPORATION 100 PAUAHI STREET, SUITE 204 • HILO, HAWAII 96720 November 1 S, 2020 Office of Housing and Community Development HICDC supports Pacific Housing Assistance Corporation's development of 120 workforce housing units proposed in response to the County of Hawaii's Kamakoa Nui workforce rental housing RFP. Pacific Housing is an experienced nonprofit housing developer and has a long and successful track record of building and operating affordable rental housing in Hawaii. We wish Pacific Housing much success and look forward to the creation of much needed new affordable rental opportunities in the Waikoloa area. Sincerely / (ti(J11_1 LL{ Keith Kato Executive Director AN EQUAL HOUSING OPPORTUNITY -EQUAL OPPORTUNITY EMPLOYER - ADMINISTRATION: (808) 969-1158 FAX (808) 935-6916 N STATE OF HAWAII STATE PROCUREMENT OFFICE CERTIFICATE OF VENDOR COMPLIANCE This document presents the compliance status of the vendor identified below on the issue date with respect to certificates required from the Hawaii Department of Taxation (DOTAX), the Internal Revenue Service, the Hawaii Department of Labor and industrial Relations (DLIR), and the Hawaii Department of Commerce and Consumer Vendor Name: DBA/Trade Name Issue Date: Status: Hawaii Tax#: New Hawaii Tax#: FEIN/SSN#: UI#: DCCA FILE#: PACIFIC HOUSING ASSISTANCE CORPORATION* Pacific Housing Assistance Corporation 11111!2020 Compliant 20328854-01 GE -1792905216-01 XX-XXX9316 XXXXXX8254 44043 Status of Compliance for this Vendor on Issue date: Form Department(s) A-6 Hawaii Department of Taxation Intemal Revenue Service COGS Hawaii Department of Commerce & Consumer Affairs LIR27 Hawaii Department of Labor & Industrial Relations Status Legend: status Exempt Compliant Pending Submitted Not Compliant Status Compliant Compliant Exempt Compliant Dsscatptlon The entity is exempt from this requirement The entity is compliant with this requirement or the entity is in agreement with agency and actively working towards compliance The entity is compliant with DLIR requirement The entity has applied for the certificate but it is awaiting approval The entity is not in compliance with the requirement and should contact the issuing agency for more information Notice of Award REQUEST FOR PROPOSAL NO. 4028: DEVELOPMENT OF RENTAL WORKFORCE HOUSING (KAMAKOA NUI) OFFICE OF HOUSING AND COMMUNITY DEVELOPMENT, COUNTY OF HAWAI "I Awards for the subject proposal have been made to: PACIFIC HOUSING ASSISTANCE CORPORATION DA TE OFA WARD DA TE POSTED January 14, 2021 January 14, 2021 Howai'i County is an Equal Opportunity Provider and Employer Development Agreement with Kamakoa Nui DEVELOPMENT AGREEMENT KAMAKOA NUI WORKFORCE RENTAL HOUSING: H4028 WAIKOLOA , HAWAPI This Development Agreement ("Agreement"), executed on the respective dates indicated below, is effective as of 00010tk 401 , 2021 ("Effective Date") by and between: and COUNTY OF HAWAII a municipal corporation of the State of Hawaii 25 Aupuni Street, Hilo, Hawaii 96720-5293 ("County") KAMAKOA NUI LIMITED PARTNERSHIP a Hawai'i limited partnership 888 Iwilei Road, Ste. 200 Honolulu, Hawai'i, 96817. ("Developer") WHEREAS, the County is the owner in fee simple parcel of approximately 10.324 acres of land situate at Waikoloa, South Kohala, Island of Hawai'i, State of Hawai'i, being Lot 98 of the "Kamakoa Phase 1-A Subdivision" as shown on File Plan No. 2469, Tax Map Key No. (3) 6-8-042-022, ("Prope WHEREAS, by County of Hawai'i Resolution No. 328-91, dated June 5, 1991, which is not attached but is incorporated by reference, the County, through its Office of Housing and Community Development ("OHCD") acting by its County Council, its Mayor was authorized to designate the OHCD Housing Administrator to serve as the designated county official to administer the development of the Waikoloa Village Affordable Housing Project thereon; WHEREAS, on September 8, 2020, OHCD issued a Request For Proposals ("RFP") for the leasehold development and operation of an affordable workforce rental housing project on the Property; WHEREAS, on November 20, 2020, Developer submitted a proposal in response to the RFP ("Proposal") for the leasehold development, ownership and operation of a 120 -unit multifamily rental housing project at the Property affordable to families that earn less than or equal to 140% of Hawai'i County Area Median Income ("AMI"), proposed to be called (subject to .change with OHCD's approval) the "Kamakoa Nui Workforce Project" ("Project"); and WHEREAS, on January 14, 2021, the County issued a notice of award to Developer for the -RFP; OHCD and Developer are entering into this Agreement for the development, leasehold ownership and operation of the Project. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OHCD and Developer hereby agree as follows: WITNESSETH: 1. Purpose This Agreement governs the leasehold' development and construction, rental, management and operations by the Developer of the Project to be situated on the Property. 2. Project Scope Developer shall design, construct, rent, own, manage and operate the Project in leasehold, in accordance with the following: a. This Agreement; b. RFP; C. Developer's Proposal; d. Developer Agreement; e. Final plans and specification for the Project to be submitted by Developer and approved in writing by County. f. Subject to revision based on design studies and financing, any material changes shall be subject to OHCD's approval, which shall not be unreasonably withheld, the Project is described as follows: 2 (1) Affordable multifamily rental housing project No. Units Unit Type Unit Area (sq ft.) 8 Studio Units 339 44 1 -Bedroom Units 609-622 59 2 -Bedroom Units 717-792 1 2 -Bedroom Resident Manager's Unit 717-792 8 3 -Bedroom Units 964 s4. ft. 120 Units Total (2) Parking Stalls No. Stalls Parking Type 240 Regular 17 Multi -Purpose Building 257 TOTAL (3) Multi -Purpose Building – @ 2,000 sq. ft. (4) Age requirement: 18 years and older. (5) Target market: Pio. Units Adjusted Medium Income (ANTI) 6 Units at 30% and below the AMI 50 Units at 60% and below the AMI 39 Units at 80% and below the AMI 10 Units at 100% and below the AMI 14 Units at 140% and below the AMI 1 Resident Manager's Unit 120 Total Units In the event of a conflict between this Agreement, the RFP, and the Developer's Proposal, the following shall control, in order of priority: First Priority—this Agreement, including all Exhibits hereto Second Priority— the RFP, then Third Priority— the Developer's Proposal. 3 1 3. Property Description Lot 98 of the "Kamakoa Phase 1-A Subdivision" as shown on File Plan No. 2469, Tax Map Key No. (3) 6-8-042-022. 4. Tenn of this Agreement The Project shall be completed by 5 years from County approval of the final building plans, unless otherwise approved at the sole discretion of OHCD ("Completion Date"). The term of this Agreement shall commence on the Effective Date of this Agreement and terminate one calendar year after the Completion Date, which is defined as one year after the issuance of IRS Form 8609 for the Project (the "Development Period"). The estimated term of the Development Period is six years from the date of this Agreement. 5. Representations and Warranties of Developer Developer represents and warrants that: a. Developer has all requisite power and authority to act as developer for the Project. b. Developer has all requisite power and authority to enter into this Agreement. No consents or approvals are required to be obtained from any governmental body or agency for the execution and delivery of this Agreement, or, if required, the same have been obtained. C. All tax returns and reports of Developer required by law have been duly filed and all taxes, assessments, contributions, fees and other governmental charges (other than those presently payable without penalty or interest and those currently being contested in good faith) upon Developer's properties or assets or income have been paid and Developer has submitted applicable state and federal tax clearance certificates prior to execution of this Agreement. d. There is no action, suit, proceeding or investigation pending, or to the best of Developer's knowledge, threatened against Developer, or the Project in any court, or before or by any governmental entity from which any adverse decision might materially affect Developer's ability to observe and perform its obligations under this Agreement or under any and all other agreements and instruments to which Developer is a party. e. Developer is not in violation of or in default with respect to any material term or provision of any mortgage, indenture, contract, agreement or instrument. The execution, delivery, performance of and compliance with this Agreement will not result in any such 4 violation or be in conflict with or constitute a default under any such term or provision or result in the creation of any mortgage, lien or charge on any of the properties or assets of Developer. There is no term or provision of a mortgage, indenture, contract, agreement or instrument applicable to Developer or by which Developer is bound which materially and adversely affects or will materially and adversely affect the business or prospects or condition (financial or other) of Developer or Developer's properties or assets. f. Any financial statements of Developer delivered to OHCD are true and correct in all respects, have been prepared in accordance with generally accepted accounting practices, and fairly represent the financial condition of Developer as of the date of financial statements. No materially adverse change has occurred in Developer's financial condition since the date of the financial statement and the financial condition will not be materially altered during the life of this Agreement. g. As of the effective date of this Agreement, Developer has no contract or arrangement of any kind which would give rise to a lien on the Project. 6. Development of Project a. The Developer accepts the Property in "AS IS, WHERE IS" condition without any express or implied warranties or representations. The County shall incur no expenditures and liability in connection with this Agreement and the Property's development and operation. The Developer shall be responsible for all items necessary to develop and operate the Project, including but not limited to title reports, conveyance documents, annexation documents, closing costs, planning costs, onsite and offsite improvements, rezoning, water allocation, the installation and connection of utilities to the Project and cutting, filling, and finish grading of the Property. Notwithstanding the foregoing, the County shall be responsible for certifying or taking all actions necessary with respect to the following matters: (1) Although the Property is designated in the RS -10 zone, the County adopted the following resolutions exempting the Property and Project from building code and other restrictions: Resolution No. Date 328-91 June 5 1991 439-06 September 7, 2006 416-07 November 20, 2007 353-14 = Aril 1,2014 If there is any conflict in the application of any building code and other 5 restrictions between any of the foregoing resolutions, the least restrictive, which shall be necessary to facilitate the development of the Project as contemplated by this Agreement, shall apply. (2) Pursuant to such resolutions which the County has adopted, the Property is allowed to be developed for multifamily residential housing under the RM -(4 or 5) zone. (3) The Property is not subject to that certain Declaration of Restrictive Covenants for Kamakoa Nui ("Declaration") dated January 28, 2013 and recorded in the Bureau of Conveyances of the State of Hawai'i as Document A-48150173, and Statement of Design Review Committee Rules and Design Guidelines. b. Developer shall cause the Project to be constructed substantially in accordance with the final building plans approved by OHCD. Except for exemptions which the County has approved, all construction shall be in accordance with all applicable federal, state and municipal statutes, codes, and ordinances. C. Developer will devote such effort and energy as is necessary to develop the Project. d. All construction shall be performed in a good, workmanlike manner using new or reconditioned materials. All work shall be performed to the same standard as is customary in the Hawai'i construction industry. OHCD acknowledges that Developer shall enter into a Developer Agreement with Pacific Housing Assistance Corporation ("Project Manager") who shall be responsible for managing and facilitating the development of the Project. Any changes or substitutions of said Project Manager shall be subject to the approval of OHCD. 17. Minimum Prevailing Wa es af applicable) a. Developer, its contractors and subcontractors shall pay all mechanics and laborers employed on the Project, minimum prevailing wages for the corresponding work classifications as determined by the Director of Labor and Industrial Relations pursuant to Chapter 104, HRS. A certified copy of each weekly payroll shall be submitted to OHCD within seven (7) calendar days after the end of each weekly payroll period. The Developer shall be responsible for the timely submission of certified copies of payrolls of all. subcontractors. The certification shall affirm that payrolls are correct and complete, that the wage rates contained therein are not less than the applicable rates, that hours reported for each laborer and mechanic employed on the Project are for both covered and non -covered projects, and that the classifications set forth for each laborer and mechanic conform with the work they performed. If certified payrolls are not submitted on a timely R basis, or if OHCD finds that any laborer or mechanic employed on the Project has been or is being paid less than the applicable prevailing wages, OHCD may terminate this Agreement pursuant to Paragraph 41 subject to prior notice and right to cure. b. The Developer, its contractors and subcontractors shall comply with Section 103-55, HRS, and Developer certifies that services in excess of $25,000 shall be performed in accordance with the requirements of Section 103-55, HRS. (1) The services to be rendered shall be performed by employees paid at wages or salaries not less than the wages paid to public officers and employees for similar, work. For contracts for services performed by laborers and mechanics, the Developer, its contractors and subcontractors shall give a copy of the rates of wages to each laborer and mechanic employed under the contract by the Developer, its contractors and subcontractors at the time each laborer and mechanic is employed; provided that the Developer, its contractors and subcontractors do not have to provide their employees the wage rate schedules where there is a collective bargaining agreement. (2) For contracts or services performed by laborers and mechanics, OHCD may withhold from the Developer so much of any accrued payments as OHCD may consider necessary to pay to the laborers and mechanics employed by the Developer, its contractors and subcontractors on the job site the difference between the required wages and the wages received and not refunded by the laborers and mechanics. (3) If the County shall provide financing for the development and construction of the Project and if applicable, every contract covered by Section 103-55, HRS, for services performed by laborers and mechanics and the specifications for the contract shall contain a provision that a certified copy of all payrolls shall be submitted to OHCD for review. The Developer shall .be responsible for the submission of certified copies of the payrolls of its contractors and subcontractors. The certification shall affirm that the payrolls are correct and complete, the wage rates contained therein are not less than the applicable rates, and the classifications set forth for each laborer or mechanic conform with the work the laborer or mechanic performed. Any certification discrepancy found by OHCD shall be reported to the Developer to effect compliance. Payroll records for all laborers and mechanics working at the. site of the work shall be maintained by the Developer, its contractors and subcontractors, if any, during the course of the work and preserved for a period of three years thereafter. The records shall contain the name of each employee, the employee's correct classification, rate of pay, daily and weekly number of hours worked, deductions made and actual wages paid. The Developer, its contractors and subcontractors shall make payroll Wil records available for examination within ten days from the date of a written request by OHCD or any authorized representatives thereof. (4) If the County shall provide financing for the Project and if the County shall be controlling and making disbursements pursuant to draw requests and only with respect to County financing, for contracts for services performed by laborers and mechanics, OHCD shall: (a) Pay or cause to be paid, within sixty days of a determination made by OHCD, directly to laborers and mechanics, from any accrued payment withheld under the terms of this Agreement, any wages or overtime compensation found to be due to laborers or mechanics under the terms of the contract subject to Section 103-55, HRS; and (b) Order Developer to pay, within sixty days of a determination made by OHCD, any wages or overtime compensation that the Developer, its contractors and subcontractors should have paid to any laborer or mechanic under any contract subject to Section 103-55, HRS. (5) Failure to comply with the conditions of Section 103-55, HRS, during the term of this Agreement to perform services shall, result in cancellation of this Agreement, unless such noncompliance is corrected within a reasonable period as determined by OHCD. Final payment under this Agreement or release of bonds or both shall not be made unless OHCD has determined that the noncompliance has been corrected. 8. Rental Program The Project shall be an affordable workforce rental housing project as described in Section 2 above for the duration of the Ground Lease, or as otherwise approved by OHCD, which approval will not be unreasonably withheld. 9. Project Presentations The Developer shall provide presentations to Kamakoa Nui Phase I owners, WVA Board of Directors and other interested community groups about the Project. 10. Environmental Assessment . The Developer shall be responsible for compliance with the requirements of HRS Chapter 343. 11. Disability and Communication Access Board The Project shall be accessible to and usable by persons with disabilities in compliance with Section 103-50, HRS. Prior to the start of construction, Developer shall submit to OHCD written evidence that the Project plans have been approved by the Disability and Communication Access Board,. or that Section 103-50, HRS does not apply to the Project. This requiremerit is in addition to any other applicable requirement for accessibility such as the Fair Housing Amendments.Act of 1988 (Pub. L. 100-430, approved September 13, 1988) and the Fair Housing, Accessibility Guidelines (24 CFR Chapter 1). 12. Energy Conservation Subject to funding and budgetary constraints, the Project shall use reasonable efforts to comply with Section 196-9, HRS, as follows: a. Design and construct buildings to meeting the Leadership in Energy and Environmental Design (" LEED ') silver or two green globes rating system or another comparable state - approved, nationally recognized, and consensus -based guideline, standard, or system, except when the guideline, standard, or system interferes or conflicts with the use of the building or facility as an emergency shelter. b. Incorporate energy efficiency measures to prevent heat gain in residential facilities up to three stories in height to provide R-19 or equivalent insulation on roofs, R-11 or equivalent in walls, and high-performance windows to minimize heat gain and, if air conditioned, to minimize cool air loss. R -value is the constant time rate resistance to heat flow through a unit area of a body induced by a unit temperature difference between the surfaces. R -values measure the thermal resistance of building envelope components such as roof and walls. The higher the R -value, the greater the resistance to heat flow. Where .possible, buildings shall be oriented to maximize natural ventilation and day -lighting without heat gain and to optimize solar for water heating. This provision shall apply to new residential facilities built using any portion of state funds or located on state lands. C. Install solar water heating systems where it is cost-effective, based on a comparative analysis to determine the cost -benefit of using a conventional water heating system or a solar water heating system. The analysis shall be based on the projected life cycle costs to purchase and operate the water heating system. If the life cycle analysis is positive, the facility shall incorporate solar water heating. If water heating entirely by solar is not cost-effective, the analysis shall evaluate the life cycle, cost -benefit of solar water heating for preheating water. If a multi -story building is centrally air conditioned, heat recovery shall be employed as the primary water heating system. Any agency or program that can take advantage of utility rebates shall be exempted from the requirements of this paragraph so they may continue to qualify for utility rebates for solar water heating. d. Implement water and energy efficiency practices in operations to reduce waste and increase conservation. e. Incorporate principles of waste minimization and pollution prevention, such as reducing, revising, and recycling as a standard operating practice in programs, including programs for waste management in construction and demolition projects and office paper and packaging recycling programs. f. Use life cycle cost -benefit analysis to purchase energy efficient equipment such as Energy Star products and use utility rebates, where available, to reduce purchase and installation costs. g. Procure environmentally preferable products, including recycled and recycled -content, bio -based, and other resource -efficient products and materials. 13. Other Energy Conservation Measures The Developer shall consider incorporating sustainable and energy conservation measures into the Project, including the following (as applicable) subject to feasibility and funding: a. Site -buildings to maximize use of natural light and ventilation over artificial light and air- conditioning; b. CFL lighting; Energy Star appliances; d. Skylights to promote natural interior lighting; e. Solar water heating; f. Insulated roofs, e.g., (1) Attic space between roof and ceiling; (2) Insulation materials; (3) Solar powered attic vents to remove hot air from attic space; g. High performance windows to minimize heat gain and cool air loss; 10 h. Wider eaves and overhangs to create more shade earlier in the day; i. Insulated exterior walls, e.g., (1) Double wall; (2) Heat insulation materials, e.g., concrete; j. To minimize waste, installation of individual electric meters and payment of utilities by tenants; 14. Water Conservation Measures The Developer shall consider incorporating water efficiency best practices in the Project subject to feasibility and shall consider the Water Conservation Manual for State of Hawaii Facilities, Commission on Water Resource Management (May 2007), a copy of which is available online at http://Hawai'i.gov/dlnr/cwrm/planning/wemshf2007.pdf. Developer, shall consider, but shall not be required to incorporate the following water conservation measures into the Project: a. Installation of water sub -meters to each residential unit to: (1) Monitor and control abuses; or (2) Prorate water charges to each tenant; b. Plumbing fixtures that comply with the Energy Policy Act of 1992, e.g., ultra low flush toilets (A listing of fixtures certified by the EPA as having high water efficiency can be found at http://www.epa.gov/watersense/pp/index.htm); C. Horizontal axis washing machines rather than top loading washing machines; d. Energy Star water consuming appliances; e. Trees, shrubs, perennials, and ground cover rather than turf grassing areas not designated for recreational or playground use. f. Installation of rain shut offs and smart controllers on all automated irrigation systems to avoid landscape irrigation when raining. Any controllers which do not provide for soil moisture or evapo-transpiration based response should be checked and reset at least once a month to reflect the monthly changes in evapo-transpiration rates at the site. As an alternative, provide the more automated, soil -moisture sensors on controllers; 11 g. Selected irrigation systems should be designed subject to Project location wind conditions and irrigation times should be restricted to early morning or late evening; and h. Maintain fixtures to repair and prevent leaks. 15. Stormwater Management The Developer shall consider incorporation of best management practices ("BMP") for . stormwater management to minimize the impact of the Project to the existing area's hydrology while maintaining on-site infiltration and preventing polluted.runoff from storm events. Stormwater management BMPs may earn credit toward LEED Certification. More information on stormwater BMPs can be found at http:%/planning.Hawai'i.gov/czm/initiatives/low-impact- development/. 16. NPDES Permit Developer shall comply with the provisions of the Clean Water Act and Chapter 342D, HRS, and Chapter 11-55, HAR, relative to the National Pollutant Discharge Elimination System ("NPDES") permit requirements. For discharges into Class A or Class 2 State waters, the Developer may apply for an NPDES general permit coverage by submitting a Notice of Intent C'NOI") form to the Department of Health Clean Water Branch for the type of discharge authorized by an NPDES general permit applicable to this Project, including but not limited to storm water associated with construction activity and construction dewatering effluent. For types of wastewater not covered by general permit coverage or wastewater discharging into Class 1 or Class AA State waters, an NPDES individual permit may be required. Developer shall not proceed with construction until the applicable NPDES permits are obtained. Developer shall ensure that its contractors understand and comply with the permit requirements and Developer is responsible to secure its contractor's indemnification of and holding the County harmless with respect to the actions of its contractors. 17. Not Used 18. Market Study Developer shall provide OHCD with a copy of the market analysis substantiating the feasibility of any portion of the Project which Developer provides in applications for housing finance and development assistance. OHCD agrees.that the market analysis is, proprietary and that County . and shall not be made available to third parties, including any successor developer of the Property, without Developer's and the consultant's, who prepared the market analysis, written consents. 12 19. On-site Infrastructure Developer shall be responsible to build and maintain all on-site infrastructure, including but not limited to, planning, design, payment of permit fees and infrastructure such as interior roadways, waterlines, sewers, drainage, and electrical, telephone, gas and cable television lines, conduits, and hookups. The Developer shall be responsible for all County Department of Public Works requirements for on-site infrastructure. Notwithstanding the foregoing, Developer is developing the Project based on the assumptions that the following infrastructure improvements are available and have the capacity to serve the Project: (a) There are 12" water and 12" wastewater lines along Kamakoa Drive. The two 12" service lines branches perpendicular to Kamakoa Drive to a 12" water line and an 8" wastewater along the length of Iwikaumo'o at the perpendicular intersection of these two streets, The. 12" and 8" lines continue along length of Iwikuamo'o Drive past the project site and continues beyond the single-family residential subdivision. (b) Drainage System - Catchment Basins There are no below grade drain lines for the Kamakoa Phase I Subdivision. The drainage system is a-seriesof individual, stand-alone catch basins placed adjacent street curb throughout the subdivision streets. An 8' diameter drywell is placed under each catch (c) Fire Hydrants There are 6 fire hydrants adjacent to the project site. Two hydrants are located along Kamakoa, three hydrants along Iwikuamo'o and one hydrant at the corner of Kamakoa and Iwikuamo'o Drives. The hydrants are connected to a 6" water laterals withtee connections to the 12" water lines located along the two Drives. (d) Electric Power and Cable TV/Intemet Electric and Cable TV /Internet should be able to provide service to the project site. Existing pull boxes for electric power and Cable TV/Internet are located along the sidewalks along Kamakoa and Iwikuamo'o Drives. (e) Notwithstanding any provision herein or elsewhere, Developer shall not be responsible formatters involving the prior use of the Property and nearby .lands as a bombing range or for any remediation work Except for clearing the, Project land, Developer will not be responsible for surveying or remediating the Property of hazardous materials or ordinances or munitions, which are discovered. County will be responsible for coordinating with US Army Corps of Engineers in surveying (and clearing the Property of unexploded ordinances and munitions before construction commences. Developer's 13 inability to commencement of construction will not be an event of default. 20. Interim and Permanent Financin __—Developershall-be -responsible -for- securing -all -funding -necessary for the development, construction, rental, management or operation of the Project. Developer may apply to the County for housing finance and assistance provided that the County makes no commitment under this Agreement to do so. Unless a requirement for financing and subject to the County's approval, the Ground Lease shall not be subordinated to Developer's financing. 21. GET and Real Property Tax Exemptions OHCD shall be responsible for certifying claims for general excise taxation exemption submitted by Developer on behalf of its contractors, consultants or, assigns for all work qualified for exemption, as permitted by law. 'Pursuant to Section 15-306-2, HAR, non-residential uses shall be limited to incidental or de minimis uses that may be provided for multifamily affordable rental housing projects and are eligible for exemptions from general excise taxes. The project may be exempt from real property tax if the Developer complies with Hawai'i County Code Section 19-87 and the Rules & Regulations of the Director of Finance, Rule 37. 22. Assumption of Risk and Liability Developer shall assume sole and complete risk and liability for the development of the Project during the Development Period. Developer shall indemnify, defend and hold harmless County, and their officers, employees, directors, agents, representatives, officials, successors or assigns ("Indemnitees") from and against any and all liability, loss, damage (including foreseeable or unforeseeable consequential damages), cost, and expense, including attorneys' fees, and all claims, suits, and demands therefore, relating to, arising out of or resulting from directly or indirectly: (a) the acts or omissions of the Developer or its employees, officers, agents, or subcontractors; (b) the design, construction, repair, renovation, or defects in the construction of the Project and/or, lease, use, occupation or operation and management of the Project or Property; and/or (c) the enforcement of this Agreement (whether or not suit is brought therefore) provided that Developer shall have the right to requirehold harmless and indemnity agreements for the acts and conduct of third parties . This provision shall survive the expiration or earlier. termination of this Agreement, notwithstanding any other provision to the contrary. 14 23. Insurance Developer shall maintain insurance acceptable to County in full force and effect throughout the term of this Agreement. The policy or policies of insurance maintained by the Developer shall be issued by insurance company(s) authorized to do business in the State of Hawai'i with a minimum financial strength rating of A- VII from A.M. Best or as otherwise acceptable to OHCD, and provide the following minimum policy limits and coverage: Coverage Commercial General Liability Insurance Automobile Insurance 15 Minimum Policy Limits (but subject to what is commercially reasonable and available Developer's commercial general liability, including products and completed operations coverage, shall be written on occurrence form with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate arising out of or in connection with operations, servicing, and maintenance performed under this Agreement. Limits of liability shall be on a "Per Project" or "Per Location" basis for the General Aggregate." County, and their officers, employees, directors, agents, representatives, officials, successors or assigns shall be included as Additional Insureds as respect work performed by or on behalf of the Named Insured.. Automobile insurance, as required by Hawaii laws, shall be no less than $1,000,000 per accident. If the Developer does not own automobiles, it shall maintain Hired and Non -owned Automobile Liability coverage of no less than $1,000,000 per accident. County, and their, officers, employees, directors, agents, representatives, officials, successors or assigns shall be included as Additional Insureds as respect owned, leased, hired, Umbrella or Excess Liability Insurance Required Architect to Carry.Professional Liability (Errors & Omissions) Require Contractor to provide Builder's Risk for Property During Construction Require the Contractor to have Workers' Compensation & Employers' Liability and/or non -owned autos, as each may be applicable." $10,000,000 Each Occurrence $10,000,000 Aggregate All risk policy written on a replacement cost basis in anamount not less than 100% of the replacement cost of the buildings and contents, including betterments and improvements, located on the Property. Developer shall require the contractor to be responsible for any deductible or self- insurance retention, and to provide these coverages on a primary basis. The State of Hawai'i and County shall be a loss payee under the Property Insurance. Coverage shall be evidenced on form Accord 27 — Evidence of Property Insurance Statutory limits as required by Hawai'i laws. Employers' Liability: Each Accident: $1,000,000 Employers' Liability: Disease- Each Employee: $1,000,000 Employers' Liability: Disease — Policy Limit: $1,000,000 Notwithstanding the foregoing, Developer may obtain all required insurance under an insurance program which optimizes coverages, policy limits and premiums and which substantially meet the requirements set forth herein. County's approval will be required for the Developer to substitute any insurance or insurance program stipulated in Section 23. The Commercial General Liability Insurance and. the Automobile Insurance shall contain the following five provisions: a. It is agreed that any insurance maintained by the County shall apply in excess of and not contribute with insurance provided by this policy. 16 b. The County shall be added as additional insured with respect to operations performed on the Property under this Agreement. C. If a general aggregate limit is used, the general aggregate limit shall apply separately to this Agreement. d. Insurance shall include a cross liability or severability of interest clause. e. The Developer will immediately provide written notice to OHCD should any of the insurance policies evidenced on its Certificate of Insurance form be cancelled, limited in scope, or not renewed upon expiration. The above required insurance shall be primary and shall cover the insured for all operations to be performed under this Agreement and on the Property, all operations performed incidentally, directly or indirectly connected with the operations to be performed under this Agreement and on the Property, including operations performed outside the work area and all change order work. Developer agrees to a Waiver of Subrogation for each required policy described herein. When required by the insurer, or should a policy condition not permit the Developer to enter into a pre - loss agreement to waive subrogation without an endorsement, Developer shall notify the insurer and request that the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition specifically prohibiting such an endorsement, or voids coverage should the Developer enter into such an agreement on a pre -loss basis. All rights or claims of subrogation against the County, its officers, employees, and agents by the Developer are waived. On or before the effective date of this Agreement or prior to the commencement of construction, as applicable, Developer agrees to deposit with OHCD certificates of insurance (or specimens of certificates of insurance) necessary to satisfy OHCD that the insurance provisions of this Agreement have been complied with. Developer further agrees to keep such insurance in effect and certificates of insurance on deposit with OHCD during the entire term of this Agreement. Certificates of insurance shall refer to the Project. County shall retain the right at any time to review and approve coverage, form, and amount of the insurance required by this Agreement. If, in the opinion of County, the insurance provisions in this Agreement do not provide adequate protection for County, County mayrequire the Developer to obtain insurance sufficient in coverage, form, and amount to provide adequate protection. County's requirements shall be designed to assure protection from and against the kind of and the extent of risks which exist at the time a change in insurance is required. 17 OHCD shall notify the Developer in writing of any changes in the insurance requirements desired by County. If the Developer does not deposit copies of insurance policies with,OHCD incorporating such changes requested by County within thirty (90) days of receipt of such notice,, this Agreement shall be in default without further notice to the Developer and County shall be entitled to all legal remedies, including termination of this Agreement, and the Developer shall be liable for all damages, costs, and fees. The procuring of the required policy or policies of insurance shall not be construed to limit the Developer's liabilityunder this Agreement or to fulfill the indemnification provisions and requirements of this Agreement. Notwithstanding the policy or policies of insurance, the Developer shall be obligated for the total amount of any damage, injury, or loss incurred under or related to this Agreement. The Developer shall procure from each of the,insurers under all policies of insurance obtained pursuant to the provisions of this Agreement, including but not limited to public liability and fire insurance, a waiver of all rights of subrogation which said insurer might otherwise have, as against the other party hereto, said waiver to be in writing and for the express benefit of the other. Property Insurance. Prior to commencement of construction, Developer, at its cost and expense, shall procure and maintain , fire and extended coverage including all risks coverage insurance with an insurance company(s) authorized to do business in the State of Hawai'i, insuring all buildings and improvements erected on the Property in the name of Developer, with the standard mortgage clause for mortgagee, if any, as their interest may appear, in an amount equal to the replacement cost of the facilities and shall pay the premiums at the time and place required under the policy. Developer will request the Developer's insurance carrier to include the County as an additional insured. Developer shall continue to maintain such insurance following completion of the Project and for as long as Developer is the owner of the Project. Subject to the prior written approval of any prior mortgagee, in the event of total or partial loss, any proceeds derived from the policy(s) shall be used by the Developer for rebuilding, repairing, or otherwise reinstating the same buildings in a good and substantial manner according to plans and specifications approved in writing by OHCD. The Developer shall furnish OHCD on or before the date of this Agreement, a certificate showing the policy(s) to be in full force and effect and shall furnish a like certificate upon each renewal of the policy(s). 24. Observance of Laws, Ordinances and Regulations Except for exemptions, the planning, design, construction, and operation of the Project shall comply with the rules, regulations, ordinances, codes and standards of the County, and any 18 Federal and State requirements. If there is a conflict between requirements, the more restrictive requirement shall control. 25. Safe, Sanitary and Orderly Condition During the Development Period starting with commencement of construction, Developer shall be responsible for requiring the contractor to keep the premises and improvements in a safe, clean, sanitary and orderly condition and shall not make, permit or suffer any waste, strip, spoil, nuisance, or unlawful, improper, or offensive use of the Property. 26. Information to be Provided by Developer a. Developer shall submit quarterly copies of periodic status reports on the progress of development of the Project which Developer submits to lenders and other providers of housing finance and development assistance. b. Upon OHCD request, Developer shall promptly furnish current data and information, financial or otherwise, concerning Developer and the Project which Developer submits to lenders and other providers of housing finance and development assistance, including the following: 1. Project budget showing Developer's estimated costs for developing and constructing the Project, including Developer's estimates of costs incurred to date and to be incurred over the remainder term of development; and 2. Project schedule showing Developer's progress to date and estimated time for completing the Project. Each significant design phase for preparing the Project plans shall be indicated. C. Developer shall give OHCD notice when served of any litigation or claims of any kind which might subject Developer to any liability in an amount in excess of $50,000.00 whether or not covered by insurance, within thirty (30) calendar days of Developer's receipt of such litigation or claim. 27. Taxes and Assessments Unless exempt, Developer shall be responsible for all taxes and assessments applicable to the Project. Developer will pay or cause to pay all taxes, assessments or other governmental charges levied upon any of Developer's properties or Developer's income before the same become delinquent. County will exempt the Project from real property taxes subject to Paragraph 21 of this 19 agreement. Goods and services may be exempt subject to the Developer and subcontractors meeting the requirements for general excise tax exemptions. 28. OHCD Review and Approval All Project plans shall be subject to OHCD's review and approval prior to submittal to the County for processing, including all of the following: a. All requests for changes in land use designations, including land use classifications, zoning, or zoning exemptions or waivers for the Project. b. All plans, specifications and drawings for all on-site and off-site improvements. C. All development budgets, construction schedules and amendments including composite plans. OHCD will complete its review within twenty (20) working days of receipt of all such material from Developer, or in such additional time as reasonably necessary for OHCD to complete its review. OHCD shall cooperate with Developer's reasonable requests that the County exercises its powers under Section 46-15.1 HRS for exemptions from statutes, ordinances, charter provisions, and rules of any government agency relating to planning, zoning, construction standards for subdivisions, development and improvement of land, and the construction of the Project. During the course of planning and development of the Project, Developer may request the County to exercise its powers for additional exemptions. 29. Land Use Restrictions If applicable, Developer will provide the County with copies of declaration(s) of land use restrictive covenants. If not required by others, the County may subject the Project to a declaration of land use restrictive covenants subject to the provisions of Sec. 2.(f) above, as the same may be amended by mutual agreement. After the Project has been completed, any replacements and improvements which substantially change the design of the Project, as built, shall be subject to OHCD's prior review and approval. 30. Conditions Prior to Commencement of Construction Developer shall not commence with any part of construction of the Project until the following have been satisfied: a. Developer shall have performed and complied with all agreements and conditions FM required to be performed and complied with by Developer pursuant to this Agreement prior to or at commencement of construction. b Developer shall furnish to OHCD one (1) complete half -sized and (1) "pdf 'electronic file on CD of the set of plans and (upon request of OHCD) specifications for the applicable phase or project approved by OHCD, the Disability and Communication Access Board, and the County. C. Developer shall furnish to OHCD evidence satisfactory to OHCD that the Project is in compliance with the requirements of Section 103-50, HRS, and the Disability and Communication Access Board, or that Section 103-50, 11, is not applicable to this Project. d. Developer shall furnish to OHCD evidence satisfactory to OHCD that the Developer has obtained a building permit for the construction proposed. e. Developer shall furnish to OHCD evidence of Notice of General Permit Coverage approved by the Department of Health for the type of discharge(s) from the project authorized by an NPDES General Permit. f. Developer shall furnish to OHCD a copy of the construction contract(s) for the proposed work to be commenced ("Construction Contract!). g. Prior to the commencement of construction, Developer shall furnish to OHCD a copy of a contractor's performance and payment bond equal to 100% of the Construction Contract project for the work to be commenced. The contractor shall be the principal, and the surety shall be a corporate surety satisfactory to OHCD: The bond shall be conditioned upon the full and proper performance of the work in accordance with the plans and specifications approved by OHCD and upon the payment of all materials and labor in connection with the construction of the Project. The County, as the leased fee owner of the Property, shall be included as an additional obligee on the bond. h. Developer shall furnish to OHCD a construction schedule for the Project. L . Developer shall furnish to OHCD a breakdown of the total development cost of the Project, including estimated contingencies. J- Developer shall provide evidence satisfactory to OHCD that Developer has sufficient funds secured and available to pay for the proposed construction. k. The Property has been conveyed in leasehold to the Developer, or for work off the Property, Developer shall furnish to OHCD evidence that Developer has obtained a right - 21 of -entry from the respective landowner. 1. The representations and warranties of Developer contained in this Agreement and otherwise made by or on behalf of Developer in writing, in connection with the Project shall be true and correct. 31. Publicity and Project Signage Developer shall have sole responsibility for funding the advertising and promotional program for the Project. The advertising and promotional program shall disclose the fact that the Project is being developed by Developer with assistance from the County and OHCD. Developer shall include the County logo and name OHCD in all its advertisements relating to the Project. All of Developer's advertising and promotional program shall be subject to the review and prior approval of OHCD. OHCD shall be given ten (10) working days to provide comments to the Developer. If Developer erects a construction or Project sign, such sign shall acknowledge the County and OHCD's participation and assistance in"the Project. 32. OHCD Inspection Upon 48 hours prior written notice to Developer, OHCD and its agents, shall have the right of entry upon the Property during normal business hours. OHCD and its agents shall have the right to inspect all work done, labor performed and materials furnished in and about -the construction site and to inspect all books, contracts, records and papers of Developer relating to the development, financing and construction of the Project under this Agreement. OHCD and its agents shall not interfere with the work in progress. At least two (2) weeks prior to start of construction, Developer shall furnish OHCD a current construction schedule, and updated schedules as they may be revised. OHCD' shall be invited to Developer's pre -construction meeting with its general contractor and to Developer's regularly scheduled owner -architect - contractor meetings for the Project. 33. Coordination of Construction with Ongoing Activities Developer shall make reasonable efforts to coordinate its construction on the Property, and shall also cooperate with other activities taking place in the vicinity. Developer shall be responsible for repairing or paying for the costs of repairing any damage that its activities may cause to any improvements: 34. Submittals to OHCD upon completion of construction Upon the. earlier of completion of the Project, or as soon as each item is obtained, the Developer 22 shall submit the following to OHCD: a. A certification by an architect or engineer duly licensed under the laws of the State of Hawai'i that the improvements have been substantially completed in accordance with the Project plans and specifications, with a summary description of the Project, as -built, to include the following information: (1) Area of Project Site; - (2) Gross building area of Project (excluding parking); (3) Gross building area of any non-residential uses; (4) Total number of residential units and number of each residential unit type and average size of each unit type; (5) Number of buildings, stories, and elevators in each building; (6) Number of parking stalls, as allocated between residential and non-residential uses; (7) Number of handicapped parking stalls, as allocated between residential and non- residential uses; and (8) Number of loading stalls; b. One half -sized print set and an electronic "pdf' file on CD of "as -built" drawings reflecting all construction changes, alterations or deletions and bearing the stamp or seal and the signature of the registered professional engineer or architect, after each increment of construction work has been completed; C. All copies of applicable Certificates of Occupancy issued by the County; and d. Copy of the Affidavit of Publication filed at the applicable Circuit Court of the State of Hawai'i indicating that notice of completion of the applicable increment of construction . work has been published. 35. Warran All construction shall be performed in a good, workmanlike manner contemporary with industry standards using new or reconditioned materials in. normal working order. 36. Termination for Illegal Purposes. Notwithstanding any provision to the contrary, at any time during the term of this Agreement, . OHCD shall have the right to terminate this Agreement, if the Property or any part of the Property, appurtenances or improvements are used, or.intended to be used, in any manner or in part, to commit or to facilitate the commission of a crime. 23 37. Nondiscrimination OHCD acknowledges that, except for the resident manager, the Project is an affordable workforce rental housing project. The development, rental, or use of the Property shall not be in support of any policy which discriminates against anyone based upon race, sex; including gender identity or expression, sexual orientation, color, religion, marital status, familial status, ancestry, disability, age, or, human immunodeficiency virus infection. The Project shall not have a requirement or preference for any religious faith or culture. 38. Hazardous Materials a. Developer shall complete a Phase I Environmental Site Assessment Report and any follow-up reports recommended by a qualified environmental consultant acceptable to the State of Hawai'i Department of Health and shall be responsible for any environmental cleanup of the Property of hazardous materials required by the State of Hawai'i Department of Health prior to commencement of construction of any new units or substantial rehabilitation of the Project. b. Developer shall not cause or permit the escape, disposal or release of any hazardous materials. Developer shall not allow the storage or use, of such materials in any manner not allowed by law or by the highest standards prevailing in the industry for the storage and use of such materials. Developer shall not allow any such materials on the Property, except to use in the ordinary course of Developer's business, and then only after written notice is given to OHCD of the identity of such materials and upon consent. OHCD may withhold consent at its sole and absolute discretion. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of hazardous materials by Developer, then the Developer shall be responsible for all costs. In addition, Developer shall execute affidavits, representations and the like from time to time at OHCD's request, concerning Developer's best knowledge and belief regarding the presence of hazardous materials on the Property. Developer shall indemnify, defend, and hold harmless OHCD, the County, and their respective officers, employees, directors, agents, representatives, officials, successors, or assigns ("Indemnitees") from and against any and all liability, loss, damage (including foreseeable or unforeseeable consequential damages),'cost, and expense, including attorneys' fees, and all claims, suits, and demands therefore, relating to, arising out of or resulting from directly or indirectly to: (a) the Developer's breach of any warrants or obligations under this Agreement; -(b) the use, generation, manufacture, treatment, handling, refining, production; processing, storage, release, discharge, disposal or presence of any hazardous material on, within, under or about the Property with the . exception of those products customarily produced or distributed and readily available for 24 sale to a consumer for use in or around a residence or for the personal use or consumption of a consumer in or around a residence; (c) the Indemnitees' investigation and handling (including the defense) of any Hazardous Materials Claims, whether or not any lawsuit or other formal legal proceeding shall have been commenced in respect thereof; and/or (d) the Indemnitees' enforcement of this. Agreement, whether or not suit is brought therefore. This covenant shall survive the expiration or earlier termination of this Agreement, notwithstanding any other provision to the contrary. For the purpose of this Agreement, "hazardous materials" shall mean any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, or oil as defined in or pursuant to the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, the Federal Clean Water Act, or any other federal, state, or local environmental law, regulation, ordinance, or rule, whether existing or subsequently enacted ("Hazardous Materials Laws"). As used in this Agreement, the term "Hazardous Materials Claims" means and includes (i) any and all enforcement, clean-up, removal, mitigation or other governmental or regulatory actions instituted, or to the best of the Developer's knowledge contemplated or threatened, in respect of the Property pursuant to any Hazardous Materials Laws, and (ii) any and all claims made or to the best of Developer's knowledge contemplated or threatened, by any third party against the Developer seeking damages, contribution, cost recovery, compensation, injunctive relief or similar relief resulting from any Hazardous Discharge or from the existence of any hazardous material on, within or under the Property. As used in this Agreement, the term "Hazardous Discharge" means any event involving the use, deposit, disposal, spill, release or discharge of any hazardous material on, within or under the Property. Notwithstanding the foregoing, if the cost of environmental cleanup of the Property adversely affects the feasibility of the Project, Developer shall have the right to terminate this Agreement. Further, nothing herein shall require Developer to undertake or assume the responsibility or liability of the United States government to survey and clean up or otherwise remediate the of munitions, including unexploded ordinances, and any related contamination of the Property. 39. Leasehold Conveyance of Property to Developer Conveyance of the Property to Developer shall be by ground lease ("Ground Lease") from OHCD at, a rent of $1.00 per year lease rent, fixed for a 65 -year term, a sample of which is 25 attached hereto as Exhibit "B", unless otherwise approved by OHCD, and subject to the following: a. County will provide written evidence of site control of the Property in order for Developer to apply for financing. On or before closing of interim financing, County, as lessor, will issue the Ground Lease. See: Exhibit C b. Developer shall be responsible for preparation of the legal descriptions of the parcel(s) to be conveyed to Developer. C. Developer shall be responsible for all closing costs, fees, .expenses and taxes, including those that are reasonably and necessarily incurred by OHCD in connection with the recording of the Ground Lease, d. Developer shall accept the Property in "AS IS, WHERE IS" condition without any express or implied warranties or representations. Except as otherwise provided, the County shall incur no expenditures and liability in connection with this Agreement and the Property's development and operation; e. The parties acknowledge that the lease rent under the Ground Lease is substantially less than the fair market rent for the demised premises and is in furtherance of the public purpose of providing affordable rental housing opportunities to eligible tenants of the Project; f. The Project shall remain affordable for the duration of the Ground Lease; g. The estimated date when vertical construction will commence is January 1, 2024, unless otherwise extended at the sole discretion of OHCD; and h. The estimated date when Project will be completed is May 1, 2025, unless otherwise extended at the sole discretion of OHCD provided that OHCD shall not unreasonably withhold its agreement to extend. 40. Right of Entry to Developer As part of site control, OHCD grants the Developer. a right -of -entry for itself, its volunteer workers, agents, employees, consultants, contractors, and anyone else who works on the Project on behalf of the Developer to enter the Property for the purposes of conducting engineering studies: and maintenance of the Property under this Agreement. Developer shall not permit any other person to occupy or use the Property or any portion of the Property, nor shall Developer occupy the Property for any other purpose, subject to Paragraph 30 of this Agreement. 26 Developer agrees to defend, indemnify and hold harmless the County as set forth in Paragraphs 22 and except as otherwise provided therein, Paragraph 38 of this Agreement. 41. Default Developer shall be in default if. a. Developer shall fail to complete the Project by the Completion Date, or timely pay, perform and/or complete Developer's other obligations under this Agreement; b. Developer shall become insolvent, or shall voluntarily or involuntarily be dissolved or shall make any assignment for the benefit of creditors or shall generally fail to pay Developer's debts as they become due; C. Developer shall become the subject of an order for relief in an involuntary case under the bankruptcy laws as now or hereafter constituted and such order shall remain in effect and unstayed for a period of sixty (60) consecutive days; d.Developer shall commence a voluntary case under the bankruptcy laws as now or hereafter constituted, or shall file any petition or answer seeking for itself any arrangement, composition, adjustment, liquidation, dissolution or similar relief to which it may be entitled under any present or future statute, law, or regulation; e. Developer shall file any answer admitting the%material allegations of any petition filed against Developer in any such proceedings; f. Developer shall seek or consent to or acquiesce in the appointment of or taking possession by, any custodian, trustee, receiver or liquidator of Developer, or of all or a substantial part of Developer's properties or assets; g. Developer shall file any proceeding requesting Developer's dissolution or liquidation; or within sixty (60) days after commencement of any proceedings against Developer seeking any arrangement, composition, adjustment, liquidation, dissolution or similar relief to which Developer may be entitled under any present or future statute, law or regulation and such proceedings shall not have been dismissed; h. Within sixty (60) days after the appointment of, or taking possession by, any custodian, trustee, receiver or liquidator of any or of all or a substantial part of the properties or assets of Developer, without OHCD's consent or acquiescence, any such appointment or possession shall not have been vacated or terminated; L There shall be any attachment, execution or other judicial seizure of, or otherwise 27 - materially affecting all or any part of this Agreement, the Property or any improvements thereon unless such attachment, execution or seizure is set aside, dissolved, bonded off or otherwise eliminated within thirty (30) days of its occurrence; Any third person shall obtain an order or decree in any court of competent jurisdiction enjoining or prohibiting Developer from performing this Agreement as a result of the negligent or willful acts or omissions of Developer, and (1) such proceedings shall not be discontinued and such order or decree shall not be vacated within thirty (30) days after the granting thereof and (2) Developer shall fail to provide reasonable assurances to OHCD of its ability to complete the Project; k. There shall be a sale; transfer, hypothecation, assignment or conveyance of all or any part of this Agreement, the Project, including the housing units.and other improvements comprising the Project, or the Property by Developer without the prior written consent of OHCD, except as expressly.allowed and contemplated by this Agreement; 1. Any representation or warranty made by or on behalf of Developer, in any other writings in connection with the Project shall prove to have been false or incorrect in any material respect on the date as of which such representation or warranty was made; M. A final judgment is entered which alone or with other outstanding final judgments against Developer or any of its partners would have a material adverse effect on their financial ability to perform their obligations in connection with this Agreement and (1) such judgment shall not be discharged, or (2) within thirty (30) days after entry of such judgment the execution thereof shall not be stayed pending appeal, or (3) such judgment shall not be discharged within thirty (30) days after the expiration of any such stay; n. Any of the above events b. through m., inclusive, occur as to any of the members or managers or partners of the Developer, and additional security is not provided as provided in Paragraph 43.f of this Agreement; o. Abandonment or suspension of development or construction of improvements required by this Agreement for a period of four (4) consecutive calendar months; P. An event of default under any -loans and loan agreements issued by the County to the Developer, or County programs approved by OHCD to the Developer for the Project; q. If all or a portion of the Ground Lease has been issued -to the Developer, an event of default under the Ground Lease, or any phase of the Ground Lease; or r. An event of default under the Declaration. 28 42. Cure Period Developer shall immediately proceed with taking all action necessary to cure all defaults. Developer shall have 60 calendar days to cure a default which can be remedied and cured by the payment of money. If a default cannot be remedied by the payment of money ("non -monetary default" ), Developer shall have sixty (60) calendar days in which to cure such non -monetary default, or if such default cannot be reasonably cured in sixty (60) calendar days, Developer shall commence to cure the default within sixty (60) calendar days and thereafter shall continue to diligently cure such default subject to approval by OHCD. During such period of any monetary or non -monetary default, Developer shall protect the Project from loss, damage, vandalism, waste or other destruction and shall maintain the Project schedule to the extent that it is practicable to do so. 43. OHCD Remedies After Developer has been declared to be in default and Developer fails to cure such default within the time period prescribed in Paragraph 42 above, Developer agrees that County shall have all legal and equitable rights to which County may be entitled under the laws of the State of Hawai'i including without limitation the rights and remedies set forth below. County may: a. Terminate all of Developer's right, title and interest under this Agreement to develop the Project and the Property and takeover the completion of the Project. Notwithstanding such termination, Developer shall not be released from the obligation to pay and perform all outstanding obligations under this Agreement; b. To retain all fees, deposits, funds or security that have been paid or delivered to County or escrow; C. To keep and use all plans, drawings, specification and work product whether prepared by Developer or Developer's consultants and, in County's sole discretion, _to negotiate with Developer's consultants and contractors to complete the' Project; d. To enter into negotiations with other developers and enter into a development agreement with another developer to complete the development of the Project pursuant to development rights afforded to such person under a development agreement; e. To complete the development of the Project; - 41 f. To sue for damages, including but not limited to architectural and engineering fees and costs and attorney fees and costs; g. To seek specific performance; h. To cancel, terminate and seek such cancellation and termination from the County Council of any zoning exemptions approved by County for the Project pursuant to HRS Section 46-15.1; i. To terminate any loans and loan agreements issued by County to the Developer for the Project and seek repayments of such loan in accordance with such loan agreements subject to non-recourse provisions of the loan documents; j. To terminate any County programs approved by County for the Project subject to rights allowed by applicable laws or ordinances; or .k. If the Ground Lease has been issued to the Developer, to cancel and terminate any Ground Lease. All rights, powers and remedies herein given to County are cumulative and not alternative, are in addition to all rights, powers and remedies afforded by statutes or rules of law and may be exercised concurrently, independently or successively in any order whatsoever. Notwithstanding the foregoing, County shall give written notice to mortgagees and partners of Developer's default and afford them, as their interests appear, the right to cure. GENERAL PROVISIONS 44. Assignments Without the prior written approval of OHM, Developer shall not transfer or assign this Agreement or any interest in this Agreement, either voluntarily or by operation of law. Any such transfer or assignment shall be null and void. Notwithstanding the foregoing, Developer may assign this Agreement to lender(s)/mortgagee(s) providing housing finance and development assistance for the Project with prior notice to OHCD subject to OHCD consent, which will not be unreasonably withheld... 45. Force Majeure If any party is prevented from performing its obligations stated in this instrument by any cause not within the reasonable control of that party, including, but not limited to pandemic, fire; an act 30 of God, public enemy, terrorism or war, an act or failure to act of a government entity (except on the part of OHCD), unavailability of -materials, or actions by or against labor unions, it shall not be in default of its obligations stated in this Agreement. Any party delayed by such an event shall notify the party to which it is obligated within ten days following the event. If the notified party agrees that the event was the cause of the delay, the time to perform the obligations stated in this Agreement shall be extended by the number of days of delay caused by the event. If no notice is given by the delayed party, no time extension shall be granted. 46. Amendments, Waiver This Agreement can only'be changed by an instrument in writing signed.by OHCD and Developer. The terms of this Agreement may not be waived, modified, or in any way changed by implication, through conduct, correspondence, or otherwise, unless such waiver, modification, or change shall be specifically agreed to in writing by OHCD and Developer. Any waiver in whole or in part to any of the terms and conditions of this Agreement shall be specific and not general. Each waiver shall only apply to the specific conditions and circumstances surrounding it. 47. Binding Effect of Agreement This Agreement shall be binding upon and inure to the benefit of the County and Developer, their respective successors and assigns. 48. Gender Number The use of any pronoun in reference to OHCD or Developer shall be construed to mean the singular or plural, the masculine, feminine or neuter, as the instrument and context may require. 49. No Party Deemed Drafter The parties agree that neither OHCD nor Developer shall be deemed to be the drafter of this Agreement. In the event this Agreement is ever construed by a court of law, such court shall not construe this Agreement or any provision against any party as the drafter of this Agreement. 50. Counterparts This Agreement may be executed in any number of counterparts.. Each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute but one Agreement. i 51. Invalidity of Provision If any provision of this Agreement as applied to any party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way effect any other provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole. If any provision of this Agreement is inconsistent with any provision of any other document (excluding any loan documents) relating to the Project, the provisions of this Agreement shall control. 52. No Third -Party Beneficiaries No third -party beneficiaries are intended by this Agreement, and the terms and provisions of this Agreement shall not give rise to any right in third parties to enforce the provisions of this Agreement. 53. Campaign Contributions by State and County Contractors The Developer acknowledges that Section 11-355, HRS, prohibits campaign contributions from specified State or County government contractors during the term of the contract if the contractors are paid with funds appropriated by a legislative body. 54. Governing Law The laws of the Third Circuit Court State of the State of Hawai'i shall govern the validity, construction and effect of this Agreement. 55. Accessibility Features The Developer shall consider incorporation of but shall not be required to incorporate the following accessibility -related features recommended by the University of Hawai'i Center on Disability Studies into the Project to ease everyday access for anyone with mobility challenges: a. One no -step entrance; b. Interior doorways .at least 32 inches wide; C. Adequate space to use a wheelchair in food preparation areas; d. Bathroom walls that can support grab bars; e. Half bath or preferably full bath on the main floor; and 32 f. Light switches and electrical outlets within comfortable reach. 56. Notices Any notice to the parties provided for or permitted by this Agreement may be given sufficiently for all purposes in writing and (a) mailed as registered or certified U.S. mail, return receipt requested, postage prepaid, addressed to such party at its post office address below or the last such address designated by such party in writing to the other; or (b) delivered personally; or (c) sent by email (so long as a copy of such email notice is provided immediately thereafter in accordance with the requirements of this paragraph by hand delivery or certified mail). Any such written notice shall be deemed conclusively to have been received at the time of such personal delivery, upon email delivery, or at 5:00 pm on the third business day after being deposited with the United States mail as aforesaid. If to OHCD: Office of Housing & Community Development 1990 Kino'ole St., Suite 102 Hilo, Hawai'i 96720-5293 Attn: Housing Administrator If to Developer: Kamakoa Nui Limited Partnership c/o Pacific Housing Assistance Corporation, Project Manager 888 Iwilei Road, Ste. 200 Honolulu, Hawai'i, 96817 Attn: Executive Director 57. Attorneys' Fees and Costs Should any litigation be commenced between the parties hereto concerning this Agreement, the subject matter of this transaction, or the rights and duties of either in relation thereto, each party shall pay their own attorneys' fees and costs of litigation. 58. Indemni1y. Developer shall defend, indemnify, and hold harmless County from and against any claim or demand for loss, liability, or damage, including claims for bodily injury, wrongful death, or property damage, arising out of or resulting from: (a) any act or omission on the part of Developer relating to Developer's use, occupancy, maintenance, or enjoyment of the premises; (b) any failure on the part of Developer to maintain the premises and sidewalks, roadways and parking areas adjacent thereto in Developer's use and control, and including any accident, fire or nuisance, growing out of or caused by any failure on the part of Developer to maintain the 33 premises in a safe condition; and (c) from and against all actions, suits damages, and claims by whomsoever brought or made by reason of Lessee's non -observance or non-performance of any of the terms, covenants, and conditions of this Lease or the rules, regulations, ordinances, and laws of the federal, state, municipal or county governments. (The remainder of this page is intentionally left blank; signature pages follow.) 34 IN WITNESS THEREOF, the undersigned have executed these presents as of the day and year first written above. 0)XV D1 OU -3A PACIFIC KAMAKOA NUI LIMITED PARTNERSHIP, a Hawai'i limited partnership By: Pacific Kamakoa Nui LLC, a Hawai'i limited liability company Its: General Partner By: Pacific Housing Assistance Corporation, a Hawai'i nonprofit corporation Its: Member By: A640,�� Audrey E. Awaya Its: Authorized Agent 35 APPROVED AS TO FORM AND LEGALITY: Name: Z. Paw, Deputy Corporation Counsel County of Hawaii Date: o q/ �byl RECOMMENDED APPROVAL: SUSAN . Housing Adm ' ator County of Hawaii Date: 2" Pursuant to Section 6-6.3 and 13-13 {d} of the Ha.vai`i County Charter, t have examined this contract and find that it imposes ra.. financial obligation upon the County. 2 8 2021 4 Date _ ill . Director of Finance M COUNTY OF HAWAII, a municipal corporation of the State of Hawai'i Name: LEE E. LORU Its: Managing WON Date: STATE OF HAWAII ) SS. COUNTY OF HAWAI`l ) On this 4th day of October, 2021, before me personally appeared LEE E. LORD, to me personally known, who, being by me duly sworn, did say that he is the Managing Director of the County of Hawaii, a municipal corporation of the State of Hawaii, that the foregoing instrument was signed on behalf of the County of Hawaii by authority given to said Mayor of the County of Hawaii by Sections 5-1.3 and 13-13 of the County Charter, County of Hawaii (2018), as amended, and assigned by the Mayor to the Managing Director pursuant to Section 6- 13(h) of the County Charter; and said LEE E. LORD acknowledged said instrument to be the free act and deed of said County of Hawaii. L��trtiK. Elollsftrr�e 44 Signature 0- AMBER K.S. KEPOO Print or Type Name Ofi Notary Public, State of Hawaii Illllll My Commission Expires: 04101122 NOTARY CERTIFICATION Doc. Date: 10/4/21 NotaryName: AMBER K.S. KEPOO Development Agreement Doc. Description: Kamakoa Nui Workforce Rental Housing: H-4028 Waikoloa, Hawaii -S. Notary Signature 0/04/21 Date No. of Pages: 37 Third Circuit IAN ■ 11: Property description All of that certain parcel of land situate at Waikoloa, South Kohala, Island of Hawai'i, State of Hawai'i, being LOT 98 of the "KAMAKOA PHASE I -A SUBDIVISION" as shown on File Plan No. 2469, filed in the Bureau of Conveyances of the State of Hawai'i, and containing an area of 10.3240 acres square feet, more or less. Together with a temporary and non-exclusive right and easement in, upon, through, over, under and across Roadway Easement for vehicular public access purposes to the park located within the Project, being more particularly described in instrument dated April 29, 2014, recorded as Document No. A- 53430597. BEING THE PREMISES ACQUIRED BY QUITCLAIM DEED GRANTOR: HAWAI'I ISLAND HOUSING TRUST, a Hawai'i nonprofit corporation GRANTEE: COUNTY OF HAWAII, a municipal corporation duly organized and existing under the laws of the State of Hawai'i DATED: April 22, 2009 RECORDED: Document No. 2009-063816 SUBJECT TO: Mineral and water rights of any nature. 2. Any and all matters not shown in the Indices described in Schedule A. 3. The terms and provisions contained in the following: INSTRUMENT: NOTICE OF RESTRICTION UPON SUBDIVISION DATED: March 2, 1993 RECORDED: Document No. 93-037289 The foregoing includes, but is not limited to, matters relating to periodic inundation as depicted on the final plat map as approved by the County 4. The terms and provisions contained in the following: INSTRUMENT: DECLARATION OF RESTRICTIVE COVENANTS FOR KAMAKOA NUI DATED: January 28, 2013 37 RECORDED: Document No. A-48150173 5. GRANT TO: HAWAI'I ELECTRIC LIGHT COMPANY, INC., a Hawaii corporation DATED: September 19, 2011 RECORDED: Document No. A-46870172 GRANTING: a right and non-exclusive easement as may be necessary for the transmission and distribution of electricity to be used for light and power and/or communications over, under, through and across Easements) "E- 3811, "E-39" and "E-40" [Based on TG Preliminary Title Report dated October 15, 2020] 38 EXHIBIT `B" Sample of Ground Lease (The sample of ground lease will be finalized once the financing is in place and the parties know what the lender/financing requirements will be.) 39 Return by Mail (I) Pickup ( ) To: Land Court ( ) Regular (X) Double ( ) Kamakoa Nui Limited Partnership 888 Iwilei Road, Ste. 200 Hilo, Hawai'i 96720-3869 Total pages TYPE OF DOCUMENT: Ground Lease PARTIES TO DOCUMENT: Lessor: County of Hawai'i, a municipal corporation of the State of Hawai'i Lessee: Kamakoa Nui Limited Partnership, a Hawai'i limited partnership PROPERTY DESCRIPTION DOCUMENT NO. Lot 98, Kamakoa Phase 1-A Subdivision, File DOCUMENT NO. Plan No. 2469 situate at Waikoloa, South TRANSFER CERTIFICATE OF Kohala, Island of Hawai'i, State of Hawai'i TITLE NO: TAX MAP KEY NO. (3) 3-5-003:049 40 and GROUND LEASE THIS INDENTURE made this COUNTY OF HAWAII a municipal corporation of the State of Hawai'i 1990 Kino'ole Street, Suite 102 Hilo, Hawai'i 96720-5293 ("Lessor") KAMAKOA NUI LIMITED PARTNERSHIP a Hawai'i limited partnership 888 Iwilei Road, Suite 200 Hilo, Hawaii, 96720-3869 ("Lessee") WITNESSETH: 202_, by and between: Lessor is the owner in fee simple of the land described in Exhibit "A" attached hereto and incorporated by reference. Lessee is the fee simple owner of all buildings and real property improvements and fixtures which are now or hereafter situated on such land described in Exhibit "A"; provided that Lessee, for itself and its successors and assigns, covenants that, except as provided by Sections 9 (pertaining to "Improvements"), and 30 (pertaining to "Surrender") of this Lease, the buildings and real property improvements and fixtures shall not be separated from the premises demised hereby; and can only be conveyed or encumbered with any conveyance or encumbrance of this Lease subject to Lessor's approval or consent as provided below in Section 13 (pertaining to "Assignments of Lease") even though not expressly mentioned or described in the conveyance or other instrument. TO HAVE AND TO HOLD the premises unto Lessee for the term of: Years Commencing Ending 65 unless sooner terminated as hereinafter provided. Lessor reserving and Lessee yielding and paying to Lessor at the County of Hawai'i, Director of Finance a net annual rental as provided hereinbelow, payable in advance, of $1.00 per year for the full term of the Lease which shall be payable in advance in a lump sum payment of Sixty -Five and No/100 Dollars ($65.00) upon the execution of this Lease. 41 RESERVING UNTO THE LESSOR, its successors and assigns, to designate easements thereon and thereupon to grant such easements as shall be shown on a duly approved subdivision map to any public utility, or governmental authority or adjoining or nearby owner(s) of land and to record any documents against the premises, as amended, with respect to such grant(s); provided that in no event shall any such recorded document or easement granted with respect to the premises, as amended,. after the date hereof (i) contravene, hinder or impair any right or privilege granted Lessee in the Lease, (ii) result in any material interference with the use by Lessee of the premises, for the purposes permitted hereunder or result in damage to existing structures or improvements and/or un -repaired damage to existing water, sewer, electrical, or cable systems and roads. LESSEE COVENANTS AND AGREES WITH THE LESSOR AS FOLLOWS: 1. Payment of Rent. Lessee shall pay the rent to Lessor at the times, in the manner and form provided in this Lease and at the place specified above, or at any other place Lessor may from time to time designate, in legal tender of the United States of America. 2. Taxes, Assessments, etc. Lessee shall pay or cause to be paid, when due, the amount of all taxes, rates, and assessments of every description as to which the premises or any part, or any improvements, or Lessor or Lessee, are now or may be assessed or become liable by authority of law during the term of this Lease; provided, however, that with respect to any assessment made under any betterment or improvement law which may be payable in installments, Lessee shall be required to pay only those installments, together with interest, which becomes due and payable during the term. (a) Lessee's Right to Contest. Lessee shall have the right, at its own expense, to contest the amount or validity of any tax or assessment by appropriate proceedings diligently conducted in good faith. As a condition precedent to Lessee's contesting any tax or assessment, Lessee shall (i) comply with all laws, orders, rules and regulations respecting such contest, (ii) give Lessor prior written notice of Lessee's intent to so contest said amount or validity, and (iii) in order to protect Lessor from any sale or foreclosure against the premises or any part thereof, provide a good and sufficient surety bond or other security deemed appropriate by Lessor in the amount of such tax or assessment plus estimated penalties and interest that may be imposed. Lessee shall bear any and all costs, liabilities or damages, including reasonable attorneys' fees and costs arising out of such contest. Nothing in this section relieves, modifies, or extends Lessee's covenant to pay any such tax or assessment at the time and in the manner provided in this Article 2. (b) Lessor's Cooperation in Lessee's Contest. Provided Lessor incurs no cost or liability in doing so, Lessor shall cooperate (and Lessor shall execute applications, certificates and like documents) with Lessee in any proceedings brought by Lessee to contest the validity or the amount of any taxes or assessments or to recover any taxes or assessments paid by Lessee. If the provisions of any Law at the time in effect shall require that such proceedings be brought by or in the name of Lessor, then, provided Lessor incurs no cost or liability in doing so, Lessor shall join in any such proceedings or permit the same to be brought in its name. If any such proceedings shall be 42 brought by Lessee, Lessee shall, without limiting any other indemnity in this Lease, defend, indemnify and hold the indemnified parties harmless from all Claims arising from such proceedings. 3. Utility Services. Lessee shall pay when due all charges, duties and rates of every description, including water, sewer, gas, refuse collection or any other charges, as to which the premises or any part, or any improvements, or Lessor or Lessee may become liable for during the term, whether assessed to or payable by Lessor or Lessee. Notwithstanding the foregoing, Lessor and Lessee agree that Lessee will demolish all improvements located on the land prior to or on the commencement date of this Lease. 4. Covenant against Discrimination. The use and enjoyment of the premises shall not be in support of any policy which discriminates against any one based upon race, creed, sex, color, national origin, religion, marital status, familial status, ancestry, physical handicap, disability, or HIV (human immunodeficiency virus) infection. 5. Sanitation. Lessee shall keep the premises and improvements in a strictly clean, sanitary and orderly condition. 6. Waste and unlawful, improper or offensive use of premises. Lessee shall be responsible for the maintenance of the property during the term of this Lease and shall not commit, suffer or permit to be committed any waste, nuisance, strip or unlawful, improper or offensive use of the premises or any part, nor, without the prior written consent of Lessor, cut down, remove or destroy, or suffer to be cut down, removed or destroyed, any trees now growing on the premises. Lessee shall be responsible for responding to any complaints against the premises and for resolving any issues arising from the complaints. 7. Compliance with Laws. `Lessee shall comply with all of the requirements of all municipal, state, and federal authorities and observe all municipal, state and federal laws applicable to the premises, now in force or which may be in force. 8. Inspection of Premises. Lessee shall permit Lessor, its agents and representatives, at all reasonable times during the lease term, to enter the premises and examine the state of its repair and condition. 9. Improvements. Lessee shall not at any time during the term construct, place, maintain or install on the premises any building, structure or improvement of any kind and description except with the prior written approval of Lessor and upon those conditions Lessor may reasonably impose. Lessee shall own these improvements until the expiration ortermination pursuant to a breach of the Lease, at which time the ownership shall, at the option of Lessor, remain and become the property of Lessor or shall be removed by Lessee at its sole cost and expense. 10. Repairs to Improvements. Lessee shall, at its own expense, keep, repair, and maintain all 43 buildings and improvements now existing or hereafter constructed or installed on the premises in good order, condition and repair, reasonable wear and tear excepted. 11. Liens. Lessee shall not commit or suffer any act or neglect which results in the premises, any improvement, or the leasehold estate of Lessee becoming subject to any attachment, lien, charge, or encumbrance, except as provided in this Lease, and shall defend, indemnify, and hold harmless Lessor from and against all attachments, liens, charges, and encumbrances and all resulting expenses. 12. Character of Use. The premises shall be used for the purposes of constructing, operating and maintaining a multifamily housing project, containing 120 dwelling units, together with a resident manager's unit, and a recreation center ("Improvements") that provides affordable rental housing opportunities for the elderly and persons with disabilities whose income does not exceed 140% of the Area Median Income ("AMI") published by the U.S. Department of Housing and Urban Development ("HUD") for the area in the County of Hawai'i where the premises are situate. If HUD ceases to publish AMI for the County of Hawai'i, a comparable guideline shall be used as determined by Lessor.. The use and occupancy of the Improvements shall comply with all applicable State of Hawai'i, County of Hawai'i and Federal laws and regulations. As used herein, the term "elderly" means a person who is a resident of the State of Hawai'i and has attained the age of sixty-two years. 13. Assignments of Lease, etc. Lessee shall not assign or mortgage this Lease without the approval or consent of Lessor. A permitted assignee shall have the same rights and obligations hereunder as the original Lessee; provided, however, that no such assignment shall be effective to transfer any interest in this Lease unless Lessor shall have approved or consented to the assignment or mortgage and shall have received either a true executed copy of such assignment or written notice thereof, and also, in any case other than assignment by way of mortgagor assignment to or by the Department of Housing and Urban Development or Veterans Administration or upon foreclosure of mortgage or assignment in lieu of foreclosure, payment of a reasonable service charge and the written undertaking of the assignee to perform all obligations of Lessee hereunder, which undertaking may be incorporated in such assignment. No such assignment shall release the assignor from further liability hereunder unless Lessor shall consent in writing to such assignment, and Lessor will not require payment of any money except said service charge for such consent nor withhold such consent unreasonably or because of the assignee's national origin, race, color or creed; provided, however, that any person acquiring the leasehold estate in consideration of the extinguishment of a debt secured by mortgage of this Lease or through foreclosure sale, judicial or otherwise, shall be liable to perform the obligations imposed on Lessee by this Lease only during the period such person has possession of ownership of the leasehold estate. Notwithstanding the foregoing, Lessee may sell, assign, convey, mortgage, pledge or otherwise transfer this Lease with prior written notice to Lessor but without obtaining Lessor's approval or consent in the following circumstances: 44 a. Lessee may obtain a loan, the repayment of which is to be secured by one or more mortgages on the leasehold estate in favor of any department or agency of the federal government, including U. S. Department of Housing and Urban Development, Federal Housing Administration, Veterans Administration, Rural Development, any department, agency or public body and body corporate and politic of the State of Hawai'i, the County of Hawaii, including any agency or department thereof, or any lending institution to finance the development and construction of Improvements on the premises. Lessee is authorized to otherwise to comply with the requirements of the mortgagee for obtaining such mortgage loan. b. If Lessee shall participate in the Low Income Housing Tax Credit Program described in Section 42 of the Internal Revenue Code of 1986, Lessee may sell and assign this Lease after the applicable LIHTC Compliance Period for the project has expired, subject to the provisions of Section 12 above. 14. Subletting. Lessee shall expressly be allowed to rent or sublet the dwelling units therein to elderly persons and persons with disabilities without the approval or consent of Lessor. 15. Indemnity. Lessee shall defend, indemnify, and hold harmless Lessor from and against any claim or demand for loss, liability, or damage, including claims for bodily injury, wrongful death, or property damage, arising out of or resulting from: (a) any act or omission on the part of Lessee relating to Lessee's use, occupancy, maintenance, or enjoyment of the premises; (b) any failure on the part of Lessee to maintain the premises and sidewalks, roadways and parking areas adjacent thereto in Lessee's use and control, and including any accident, fire or nuisance, growing out of or caused by any failure on the part of Lessee to maintain the premises in a safe condition; and (c) from and against all actions, suits damages, and claims by whomsoever brought or made by reason of Lessee's non -observance or non- performance of any of the terms, covenants, and'conditions of this Lease or the rules, regulations, ordinances, and laws of the federal, state, municipal or county governments. 16. Costs of Litigation. In case Lessor shall be made a party to any litigation commenced by or against Lessee (other than condemnation proceedings), Lessee shall pay all costs, reasonable attorney's fees, and expenses incurred by or imposed on Lessor; furthermore, Lessee shall pay all costs, reasonable attorney's fees, and expenses which may be incurred by or paid by Lessor in enforcing the covenants and agreements of this Lease, in recovering possession of the premises, or in the collection of delinquent rental, taxes; and any and all other charges. 17. Liability Insurance. Lessee shall maintain insurance acceptable to Lessor in full force and effect throughout the term of this Lease. The policy or policies of insurance maintained by Lessee shall provide the following minimum p6licy limits and coverages: Coverage 45 Minimum Policy Limits [Insurance coverage and policy limits will be based on the Project insurance program] Commercial General Liability Insurance Automobile Insurance Umbrella or Excess Liability Insurance Workers' Compensation & Employers' Liability The Commercial General Liability Insurance and the Automobile Insurance shall contain the following five provisions: a. It is agreed that any insurance maintained by the Lessor shall apply in excess of and not contribute with insurance provided by this policy. b. The Lessor shall be added as additional insured with respect to operations performed on the premises under this Lease. C. If a general aggregate limit is used, the general aggregate limit shall apply separately to this Lease. d. Insurance shall include a cross liability or severability of interest clause. e. The Lessee will immediately provide written notice to Lessor should any of the insurance policies evidenced on its Certificate of Insurance form be cancelled, limited in scope, or not renewed upon expiration. The above required insurance shall be primary and shall cover the insured for all operations to be performed under this Lease and on the premises, all operations performed incidentally, directly or indirectly connected with the operations to be performed under this Lease and on the premises, including operations performed outside the work area and all change order work. Lessee agrees to a Waiver of Subrogation for each required policy described herein. When required by the insurer, or should a policy condition not permit the Lessee to enter into a pre -loss agreement to waive subrogation without an endorsement, Lessee shall notify the insurer and request that the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition specifically prohibiting such an endorsement, or voids coverage should the Lessee enter into such an agreement on a pre -loss basis. M. All rights or claims of subrogation against the Lessor, its officers, employees, and agents by the Lessee are waived. On or before the effective date of this Lease, Lessee agrees to deposit with Lessor certificates of insurance necessary to satisfy Lessor that the insurance provisions of this Lease have been complied with. Lessee further agrees to keep such insurance in effect and certificates of insurance on deposit with Lessor during the entire term of this Lease. Certificates of insurance shall refer to this Lease. Lessor shall retain the right at any time to review and approve coverage, form, and amount of the insurance required by this Lease. If, in the opinion of Lessor, the insurance provisions in this Lease do not provide adequate protection for Lessor, Lessor may require the Lessee to obtain insurance sufficient in coverage, form, and amount to provide adequate protection. Lessor's requirements shall be designed to assure protection from and against the kind of and the extent of risks which exist at the time a change in insurance is required. Lessor shall notify the Lessee in writing of any changes in the insurance requirements desired by Lessor. If the Lessee does not deposit copies of insurance policies with Lessor incorporating such changes requested by Lessor within thirty (30) days of receipt of such notice, this Lease shall be in default without further notice to the Lessee and Lessor shall be entitled.toall legal remedies, including termination of this Lease, and the Lessee shall be liable for all damages, costs, and fees. The procuring of the required policy or policies of insurance shall not be construed to limit the Lessee's liability under this Lease or to fulfill the indemnification provisions and requirements of this Lease. Notwithstanding the policy or policies of insurance, the Lessee shall be obligated for the total amount of any damage, injury, or loss incurred under or related to this Lease. The Lessee shall procure from each of the insurers under all policies of insurance obtained pursuant to the provisions of this Lease, including but not limited to public liability and fire insurance, a waiver of all rights of subrogation which said insurer might otherwise have, as against the other party hereto, said waiverto be in writing and for the express benefit of the other. 18. Property Insurance. Lessee, at its cost and expense, shall procure and maintain at all times during the term of this Lease, fire and extended coverage insurance with an insurance company(s) licensed to do business in the State of Hawaii, insuring all Improvements erected on the premises in the joint names of Lessor and Lessee, with the standard mortgage clause for Mortgagee, if any, as their interest may appear, in an amount equal to the replacement cost of the facilities and shall pay the premiums at the time and place required under the policy. In the event of total or partial loss, any proceeds derived from the policy(s) shall be used by Lessee for rebuilding, repairing, or otherwise reinstating the same buildings in a good and substantial manner according to plans and specifications approved in writing by Lessor; provided, however, that 47 0 with the approval of Lessor, Lessee may surrender this Lease and pay the balance owing on any mortgage and Lessee shall then receive that portion of the proceeds which the unexpired term of this Lease at the time of the loss or damage bears to the whole of the term, Lessor to be paid the balance of the proceeds. If the Improvements erected on the premises at any time during same term shall suffer damage or destruction by any casualty and if the proceeds payable therefor under insurance required herein shall be insufficient for such restoration to substantially the same condition as immediately prior to such casualty, including size or function, or if such restoration shall be prevented by any law or regulation then in effect, or if the casualty was not herein required to be insured against, Lessee may elect, within forty-five days not to rebuild. Upon such election, Lessee shall promptly use all proceeds of any insurance to remove all such debris and remains of the damaged property and restore the same to good and orderly condition and even grade, and the excess of such proceeds, if any, shall be applied first to the discharge of any outstanding authorized mortgage debt secured by this Lease and the remainder, if any, shall be payable to and be the sole property of Lessee. Thereupon, and upon the written tender of surrender of this Lease, and all interest of Lessee and any mortgagee therein to Lessor, and upon the payment to Lessor of all rent then accrued hereunder and taxes hereunder and all other payments required hereby payable for the current year, Lessee shall be relieved of any further obligations hereunder. Lessee shall furnish Lessor on or before the commencement date of this Lease, a certificate showing the policy(s) to be in full force and effect and shall furnish a like certificate upon each renewal of the policy(s). Each certificate(s) shall contain or be accompanied by an assurance of the insurer not to cancel the insurance, limit the scope of the coverage, or fail or refuse to renew the policy(s) until after thirty (30) days written notice has been given to Lessor. All rights or claims or subrogation against Lessor, its officers, employees, and agents are waived. 19. Lessor's Lien. Lessor shall have a lien on all the Improvements placed on the premises by Lessee, on all property kept or used on the premises, whether the same is exempt from execution or not and on the rents of all Improvements located on the premises for all Lessor's costs, attorney's fees, rent reserved, for all taxes and assessments paid by Lessor on behalf of Lessee, and for the payment of all money provided in this Lease to be paid by Lessee, and this lien shall continue until the amounts due are paid. Notwithstanding the foregoing, this lien shall be subordinate in all respects to any mortgage which Lessee shall be allowed to place on this Lease) or to which Lessor shall consent as provided in this Lease. Lessor shall execute such instruments as a permitted mortgagee may reasonably require to evidence the subordination of Lessor's lien. 20. Mortgage. Except as provided in this Lease, Lessee shall not mortgage, hypothecate, or pledge the premises, any portion, or any interest in this Lease without the prior written approval of Lessor and any mortgage, hypothecation, or pledge without Lessor's approval shall be null and void. 48 Upon due application and with the written consent of Lessor, Lessee may mortgage or create a security interest in Lessee's leasehold interest. If the mortgage or security interest is to a recognized lending institution in either the State of Hawai'i or elsewhere in the United States, the consent may extend to foreclosure and sale of Lessee's interest at the foreclosure to any purchaser, including the mortgagee. The interest of the mortgagee or holder shall be freely assignable. The term "holder" shall include an insurer or guarantor of the obligation or condition of the mortgage, including the Department of Housing and Urban Development through the Federal Housing Administration, the Federal National Mortgage Association, the Veterans Administration, the Small Business Administration, United States Department of Agriculture Rural Development, formerly Farmers Home Administration, or any other federal agency and their respective successors and assigns or any lending institution authorized to do business in the State of Hawai'i or elsewhere in the United States; provided; that the consent to mortgage to a non-governmental holder shall not confer any greater rights or powers in the holder than those which would be required by any of these federal agencies. 21. Breach. Time is of the essence in this agreement and if Lessee shall fail to pay the rent, or any part, at the times and in the manner provided within thirty (30) days after delivery by Lessor of a written notice of breach or default, or if Lessee shall become bankrupt, or shall abandon the premises, or if this Lease and premises shall be attached or taken by operation of law, or if any assignment is made of Lessee's property for the benefit of creditors, or if Lessee shall fail to observe and perform any of the covenants, terms, and conditions contained in this Lease and on its part to be observed and performed, and this failure shall continue for a period of more than sixty (60) days after delivery by Lessor of a written notice of breach or default, by personal service, registered mail or certified mail to Lessee at its last known address and to each mortgagee or holder of record having a security interest in the premises, Lessor may at once re-enter the premises, or any part, and upon or without the entry, at its option, terminate this Lease without prejudice to any other remedy or right of action for arrears of rent or for any preceding or other breach of contract; and in the event of termination, at the option of Lessor, all buildings and improvements shall remain and become the property of Lessor, or shall be removed by Lessee, in either case, at no cost or expense of Lessor; furthermore, Lessor shall retain all rent paid in advance to be applied to any damages. If this Lease is recorded in the Bureau of Conveyances or filed `in the Office of the Assistant Registrar of the Land Court of the State of Hawai'i, such termination may but need not necessarily be made effective by recording or filing in such place an affidavit thereof by Lessor or a judgment thereof by a court of competent jurisdiction. 22. Rights of Holder of Record of a Security Interest. During the continuance in effect of any authorized mortgage of this Lease, Lessor will not terminate this Lease because of any default on the part of Lessee to observe and perform any of the covenants or conditions herein contained if the mortgagee or its assigns, within one hundred twenty (120) days after Lessor has mailed to the mortgagee or its assigns at the last known address thereof a written notice of intention to terminate the interest of Lessee under this Lease for such cause, shall cure such default, if the same can be cured by the payment of money, or, if such is not the case, shall undertake in writing to perform and shall thereafter perform all the covenants of this Lease capable of performance by the mortgagee or its assigns until such time as 49 this Lease shall be sold upon foreclosure of such mortgage. In case of such undertaking, Lessor will not so terminate within such further time as may be required by the mortgagee to complete foreclosure of such mortgage or other remedy thereunder provided (i) that such remedy is pursued promptly and completed with due diligence, and (ii) that mortgagee has paid all rent and other charges accruing hereunder as the same become due, and upon foreclosure sale of this Lease the time for performance of any obligation of Lessee then in default hereunder other than payment of money shall be extended by the time reasonably necessary to complete such performance by due diligence. Any default consisting of Lessee's failure promptly to discharge any lien, charge or encumbrance against said premises junior in priority to such mortgage shall be deemed to be duly cured if such mortgage shall be foreclosed by appropriate action instituted within said one hundred twenty (120) day period and thereafter prosecuted in diligent and timely manner. Ownership of Lessor's interest and Lessee's interest by or for the same person shall not effect the merger thereof without the prior written consent of any mortgagee to such merger. This Lease cannot be amended without the consent of the leasehold mortgagee. Lessor agrees to provide, "estoppel" certificates when requested by the leasehold mortgagee, to establish that there have been no unapproved changes to this Lease, this Lease is in full force and effect, there are no known defaults, and the lease rent has been paid. Lessor agrees not to accept a voluntary surrender of this Lease at any time when the leasehold estate is encumbered by a leasehold mortgage. 23. Additional Mortgagee Protection. (a) Definitions (1) "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. Section 101 et sea., as amended from time to time. (2) "Event of Lessee Bankruptcy" means either of the following actions taken by or with respect to Lessee: (i) Lessee pursuant to or within the meaning of the Bankruptcy Code (1) commences a voluntary case, or (2) consents to the entry of an order for relief_ against it in an involuntary case; or (ii) a court of competent jurisdiction enters an order or decree under the Bankruptcy Code that is for relief against Lessee in an involuntary case. (3) "Event of Lessor Bankruptcy" means either of the following actions taken by or with respect to Lessor: 50 (i) Lessor pursuant to or within the meaning of the Bankruptcy Code (1) commences a voluntary case, or (2) consents to the entry of an order for relief against it in an involuntary case; or (ii) a court of competent jurisdiction enters an order or decree under the Bankruptcy Code that is for relief against Lessor in an involuntary case. (4) "Lease" means this Lease pursuant to which Lessor leases the premises to Lessee, as the Lease may from time to time be amended, modified, supplemented, renewed and extended. (5) "Lessee Default" means: (i) a default by Lessee in making any payment of rent, additional rent or other sum of money payable by Lessee to Lessor under this Lease on the date such payment is due and payable, or (ii) a default by Lessee in performing or observing any of the terms, covenants or conditions of this Lease (other than the payments referred to above in Section 21(a)(5)(i) required to be performed or observed by Lessee. (b) "Lessor" means the Hawai'i Housing Finance and Development Corporation, its successors and assigns, as lessor under this Lease. (7) "Lessor Default" means a default by Lessor in performing or observing any of the terms, covenants or conditions of this Lease required to be performed or observed by Lessor. (8) "Ground Rent" means the base or minimum rent payable in fixed monthly or other periodic installments under this Lease. (9) "Premises" means the premises and any other real property leased by Lessee pursuant to this Lease. (10) "Leasehold Estate" means Lessee's interest in the premises and any other real property leased by Borrower pursuant to this Lease, including: Lease, (i) all rights, if any, of Lessee to renew or extend the term of this (ii) all amounts deposited by Lessee with Lessor under this Lease, 51 (iii) Lessee's right or privilege to terminate, cancel, surrender, modify or amend this Lease, and (iv) all other options, privileges and rights granted and demised to Lessee under this Lease and all appurtenances with respect to this Lease." (11) "Leasehold Mortgagee" means the mortgagee under a first mortgage, its successors and assigns. (b) Lessor shall be prohibited from hereafter mortgaging the fee estate without a written subordination of Lessor's fee mortgage to Lessee's interest under this Lease. Lessee shall be prohibited from subordinating Lessee's Leasehold Estate to a subsequent mortgage of the fee obtained by Lessor. (c) Lessor shall deliver to Leasehold Mortgagee, a true and correct copy of each notice, demand, complaint or request from Lessor under, or with respect to, this Lease. Lessor will give Leasehold Mortgagee a reasonable time (in addition to the time given to Lessee) and opportunity for Leasehold Mortgagee to cure any default under this Lease that may allow Lessor to terminate the Lease, including, in the case of a default that can be cured by Leasehold Mortgagee only by obtaining possession, a sufficient period of time for Leasehold Mortgagee to obtain possession. Lessor agrees to enter into a new lease on the same terms with the same priority with Leasehold Mortgagee if this Lease terminates because of default not curable by Leasehold Mortgagee, or provide for no termination for any noncurable default so long as no default in rental payment exists. Nothing herein shall be construed as an obligation or requirement to cure any default that Leasehold Mortgagee could not. cure, such as Lessee's bankruptcy, or condemnation or casualty loss or a change in management. (d) At any time after Leasehold Mortgagee receives notice of a Lessee Default, (i) Leasehold Mortgagee may (but shall not be obligated to do so), make any payment, perform any obligation and take any other action Lessee would have the right to pay, perform or take under this Lease which Leasehold Mortgagee deems necessary or desirable to cure Lessee Default, and (ii) Leasehold Mortgagee and its authorized agents shall have the right at any time or from time to time to enter the premises, or any part thereof, to such extent and as often as Leasehold Mortgagee, in its discretion, deems necessary or desirable in order to cure Lessee Default, subject to the rights of the tenants and occupants of the premises. Leasehold Mortgagee may exercise its rights hereunder immediately after receipt of notice of a Lessee Default and without regard to any grace 52 period provided to Lessee in this Lease to cure Lessee Default. For purposes of exercising its rights under this Section, Leasehold Mortgagee shall be fully protected for any action taken or omitted to be taken by Leasehold Mortgagee, in good faith, in reliance on any written notice from Lessor stating that a Lessee Default has occurred and is continuing even though Lessee may question or deny the existence or nature of Lessee Default. (e) Lessor agrees that Lessee shall not, without the written consent of Leasehold Mortgagee (which may be given or withheld by Leasehold Mortgagee in its discretion), (i) surrender the Leasehold Estate to Lessor or terminate or cancel this Lease, (ii) amend, modify or change this Lease, either orally or in writing, or waive any of Lessee's rights under this Lease, (iii) subordinate this Lease or the Leasehold Estate to any mortgage or other lien on Lessor's fee title to the premises, or (iv) reject or assume this Lease or assign the Leasehold Estate pursuant to Section 365(h) of the Bankruptcy Code. Lessor consents to Lessee's absolute and unconditional transfer and assignment to Leasehold Mortgagee all of Lessee's rights to surrender, terminate, cancel, modify and change this Lease, and any such surrender, termination, cancellation, modification or change made without the prior written consent of Leasehold Mortgagee shall be void and have no legal effect. (f) (1) Lessor agrees to consent to Lessee's assignment to Leasehold Mortgagee, as additional security, Lessee's right to reject this Lease under Section 365 of the Bankruptcy Code after the occurrence of an Event of Lessee Bankruptcy. (2) If, after the occurrence of an Event of Lessee Bankruptcy, Lessee decides to reject this Lease, Lessor acknowledges that Lessee shall give Leasehold Mortgagee written notice, at least ten (10) days in advance, of the date on which Lessee intends to apply to the Bankruptcy Court for authority and permission to reject this Lease. Leasehold Mortgagee shall have the right, but not the obligation, within ten (10) days after receipt of Lessee's notice, to deliver to Lessee a notice ("Leasehold Mortgagee's Assumption Notice") in which: (i) Leasehold Mortgagee demands that Lessee assume this Lease and assign this Lease to Leasehold Mortgagee, or its designee, in accordance with the Bankruptcy Code, and (ii) Leasehold Mortgagee agrees to cure or provide adequate assurance of prompt cure of all Lessee Defaults reasonably susceptible of being cured by Leasehold Mortgagee and of future performance under this Lease. If Leasehold Mortgagee timely delivers Leasehold 53 Mortgagee's Assumption Notice to Lessee, Lessee shall not reject this Lease and shall, within fifteen (15) days after receipt of Leasehold Mortgagee's notice, comply with the demand contained in clause (i) of Leasehold Mortgagee's notice. If Leasehold Mortgagee does not timely deliver Leasehold Mortgagee's Assumption Notice to Lessee, Lessee shall have the right to reject this Lease. (g) (1) If, after the occurrence of an Event of Lessor Bankruptcy, Lessor rejects this Lease pursuant to Section 365(h) of the Bankruptcy Code, Lessor shall deliver a copy of the notice to Leasehold Mortgagee; Lessee shall not, without Leasehold Mortgagee's prior written consent (which may be given or withheld in Leasehold Mortgagee's discretion), elect to treat this Lease as terminated pursuant to Section 365(h) or any other applicable provision of the Bankruptcy Code, and Lessor consents to Lessee's transfer and assignment to Leasehold Mortgagee, as additional security for the mortgage indebtedness, Lessee's rights, after Lessor's rejection of this Lease, to treat this Lease'as terminated, and agrees that any termination of this Lease made by Lessee without Leasehold Mortgagee's prior written consent shall be void and have no legal effect. (2) Lessor agrees to consent to Lessee's transfer and assignment to Leasehold Mortgagee, as additional security for the first mortgage indebtedness, all of Lessee's rights to damages caused by Lessor's rejection of this Lease after the occurrence of an Event of Lessor Bankruptcy and all of Lessee's rights to offset such damages against rent payable under this Lease. (h) If., (i) this Lease is canceled or terminated for any reason before the natural expiration of its term, and (ii) Leasehold Mortgagee (or its designee) obtains from Lessor a new lease in accordance with the terms hereof, Lessee shall have no right, title or interest in and to the new lease or the leasehold estate created by the new lease. 23. Condemnation. If at any time, during the term of this Lease, any portion of the premises should be condemned, or required for public purposes by any county or city and county, the rental shall be reduced in proportion to the value of the portion of the premises condemned. Lessee shall be entitled to receive from the condemning authority (a) the value of growing crops, if any, which Lessee is not permitted to harvest and (b) the proportionate value of Lessee's permanent improvements so taken in the proportion that it bears to the unexpired term of the Lease; provided, that Lessee may, in the alternative, remove and relocate its improvements to the remainder of the premises occupied by Lessee. Lessee shall not by reason of the condemnation be entitled to any claim against Lessor for 54 condemnation or indemnity for leasehold interest and all compensation payable or to be paid for or on account of the leasehold interest by reason of the condemnation shall be payable to and be the sole property of Lessor. The foregoing rights of Lessee shall not be exclusive of any other to which Lessee may be entitled by law. Where the portion taken renders the remainder unsuitable for the use or uses for which the premises were leased, Lessee shall have the option to surrender this lease and be discharged and relieved from any further liability; provided, that Lessee may remove the permanent improvements constructed, erected and placed by it within any reasonable period allowed by Lessor.. 24. Right to Enter. Lessor, its agents, representatives, successors or assigns, shall have the right to enter and cross any portion of the premises for the purpose of performing any public or official duties; provided, however, in the exercise of these rights, Lessor shall not interfere unreasonably with Lessee's use and enjoyment of the premises. 25. Hazardous Materials. Lessee shall not cause or permit the escape, disposal or release of any hazardous materials except as permitted by law. Lessee shall not allow the storage or use of such materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such materials, nor allow to be brought onto the premises any such materials except to use in the ordinary course of Lessee's business, and then only after written notice is given to Lessor of the identity of such materials and upon Lessor's consent which consent may be withheld at Lessor's sole and absolute discretion. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of hazardous materials by Lessee, then Lessee shall be responsible for the reasonable costs thereof. In addition, Lessee shall execute affidavits, representations and the like from time to time at Lessor's request concerning Lessee's best knowledge and belief regarding the presence of hazardous materials on the premises placed or released by Lessee. Lessee agrees to defend, indemnify, and hold harmless Lessor from any damages and claims resulting from the release of hazardous materials on the premises occurring while Lessee is in possession, or elsewhere if caused by Lessee or persons acting under Lessee. This covenant shall survive the expiration or earlier termination of the Lease. For the purpose of this Lease "hazardous material" shall mean any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, or oil as defined in or pursuant to the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, the Federal Clean Water Act, or any other federal, state, or local environmental law, regulation, ordinance, rule, or by-law, whether existing as of the date hereof, previously enforced, or subsequently enacted. 26. Acceptance of rent not a waiver. The acceptance of rent by Lessor shall not be deemed a waiver of any breach by Lessee of any term, covenant, or condition of this Lease, nor of Lessor's right of re-entry for breach of covenant, nor of Lessor's right to declare and enforce a forfeiture for any breach, and the failure of Lessor to insist upon strict performance of any term, covenant, or 55 condition, or to exercise any option conferred, in any one or more instances, shall not be construed as a waiver or relinquishment of any term, covenant, condition, or option. 27. Extension of Time. Notwithstanding any provision contained in this Lease, when applicable, Lessor may for good cause shown, allow additional time beyond the time or times specified in this Lease for Lessee to comply, observe, and perform any of the Lease terms, conditions, and covenants. 28. Audit. Lessee shall permit Lessor, its representatives or agents, or independent contractors hired by Lessor, to inspect and audit all data, receipts and records relating to this Lease. 29. Quiet Enjoyment. Lessor covenants and agrees with Lessee that upon payment of the rent at the times and in the manner provided and the observance and performance of these covenants, terms, and conditions on the part of Lessee to be observed and performed, Lessee shall and may have, hold, possess, and enjoy the premises for the term of the lease, without hindrance or interruption by Lessor or any other person or persons lawfully claiming by, through, or under it. 30. Surrender. Lessee shall, at the end of the term or other sooner termination of this Lease, peaceably deliver unto Lessor possession of the premises, together with all improvements existing or constructed thereon, or Lessee shall remove such improvements, at the option of Lessor, in either case, at no cost or expense of Lessor. Furthermore, upon the expiration, termination, and/or revocation of this Lease, should Lessee fail to remove any and all of Lessee's personal property from the premises, after notice thereof, Lessor may remove any and all personal property from the premises and either deem the property abandoned and dispose of the property or place the property in storage at the cost and expense of Lessee, and Lessee does agree to pay all costs and expenses for disposal, removal, or storage of the personal property. This provision shall survive the termination of the Lease. 31. Non -warranty. Lessor does not warrant the conditions of the premises, as the same are being leased "AS IS." 33. Hawai'i Law. This Lease shall be construed, interpreted, and governed by the laws of the State of Hawai'i. 34. Exhibit - Incorporation in Lease. All exhibits referred to are attached to this Lease and hereby are deemed incorporated by reference. 35. Headings. The article and paragraph headings herein are inserted only for convenience and reference and shall in no way define, describe or limit the scope or intent of any provision of this Lease. 36. Partial Invalidity. If any term, provision, covenant, or condition of this Lease should be held to be invalid, void or unenforceable, the remainder of this Lease shall continue in full 56 force and effect and shall in no way be affected, impaired or invalidated thereby. 37. Time is of the Essence. Time is of the essence in all provisions of this Lease. 38. Notices. Any notices, demands and requests which are. required to be given by Lessor or Lessee provided for or permitted by this Lease may be given sufficiently for all purposes in writing delivered or mailed as certified mail addressed to such party at its address hereinafter specified or such address as the party addressed shall have previously furnished to the other in writing prior to the time when such notice is given. The Administrator of the Office of Housing & Community Development, County of Hawai'i (or administrator of a successor office or department of the County of Hawai'i, shall be the agent of Lessor for all provisions of this. Lease where Lessee is. required to give notice or obtain approvals from Lessor. 39. Termination for Illegal Purposes. Subject to the rights of holder of record of a security interest under Section 22 and additional mortgagee protections under Section 23, above, at any time during the term of this Lease, Lessor shall have the right, notwithstanding any other provision to the contrary, to immediately terminate this Lease, if the premises or any part of the premises, appurtenances or improvements are used, or intended to, be used, in any manner or in part, to commit or to facilitate the commission of a crime or to endanger public safety. 40.. Estoppel Certificates. Lessor. and Lessee agree to provide each to the other and to any mortgagee, upon written request therefor, estoppel certificates certifying that, if such be the case, there are no outstanding breaches of the terms, conditions or covenants contained in this Lease from time to time. - above. 41. Counterparts. This Lease may be executed in counterparts IN WITNESS WHEREOF, the parties have executed this Lease as of the date set forth [The remainder of this page is blank. The next page is a signature page.] 57 Ground Lease Project: Kamakoa Nui Lessor: County of Hawai'i Lessee: Kamakoa Nui Limited Partnership IN WITNESS WHEREOF, the parties have executed this Lease on the date and year first above written. LESSOR: COUNTY OF HAWAII, a municipal corporation of the State of APPROVED AS TO FORM AND Hawai'i LEGALITY: Name: Name: Deputy Corporation Council Its: County of Hawaii Date: Date: RECOMMENDED APPROVAL: SUSAN KUNZ Housing Administrator County of Hawaii Date: 58 STATE OF HAWAII ) ss. COUNTY OF HAWAII ) On this 20 , before me personally appeared personally known to me, who being by me duly sworn, did say that he/she is the I of the COUNTY OF HAWAII, a municipal corporation of the State of Hawai'i, that the foregoing instrument was signed on behalf of the County of Hawai'i by authority given to said Mayor of the County of Hawai'i by Sections 5-1.3 and 13- 13 of the County Charter, County of Hawaii (2020) as amended, [and assigned by the Mayor to the Managing Director pursuant to Section 6-1.3(h) of the County Charter;] and said acknowledged said instrument to be the free act and deed of said County. NOTARY CERTIFICATION Document Date: Name of Notary: Document Description: Ground Lease # of Pages: Third Circuit Notary Signature _ Date Seal or Stamp) 59. Ground Lease Project: Kamakoa Nui Lessor: County of Hawaii Lessee: Kamakoa Nui Limited Partnership KAMAK®A NUI LIMITED PARTNERSHIP , a Hawaii limited partnership By: Pacific Kamakoa Nui LLC, a Hawai'i limited liability company Its: General Partner By: Pacific Housing Assistance Corporation, a Hawai'i nonprofit corporation Its: Member rr 1-2 Name Its: "Lessee" ACKNOWLEDGMENT/NOTARY CERTIFICATION STATE OF HAWAII ) ss. CITY AND COUNTY OF HONOLULUI ) On this , 202, in the First Circuit of the State of Hawai'i, before me personally appeared , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed this -page Ground Lease dated , 20 as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized -to execute such instrument in such capacity. Signature: Name: Notary Public, State of Hawaii First Judicial Circuit My commission expires: 61 1 ,l EXHIBIT "A" (Legal description of land) All of that certain parcel of land situate at Waikoloa, South Kohala, Island of Hawaii, State of Hawai'i, being LOT 98 of the "KAMAKOA PHASE I -A SUBDIVISION" as shown on File Plan No. 2469, filed in the Bureau of Conveyances of the State of Hawaii; and containing an area of 10.3240 acres square feet, more or less. Together with a temporary and non-exclusive right and easement in, upon, through, over, under and across Roadway Easement for vehicular public access purposes to the park located within the Project, being more particularly described in* instrument dated April 29, 2014, recorded as Document No. A- 53430597. BEING THE PREMISES ACQUIRED BY QUITCLAIM DEED GRANTOR: HAWAI'I ISLAND HOUSING TRUST, a Hawai'i nonprofit corporation GRANTEE : COUNTY OF HAWAI'I, a municipal corporation duly organized and existing under the laws of the State of Hawai'i DATED: April 22, 2009 RECORDED: Document No. 2009-063816 SUBJECT TO: 1. Mineral and water rights of any nature. 2. Any and all matters not shown in the Indices described in Schedule A. 3. The terms and provisions contained in the following: INSTRUMENT: NOTICE OF RESTRICTION UPON SUBDIVISION DATED: March 2, 1993 RECORDED: Document No. 93-037289 The foregoing includes, but is not limited to, matters relating to periodic inundation as depicted on the final plat map as approved by the County 4. The terms and provisions contained. in the following: INSTRUMENT: DECLARATION OF RESTRICTIVE COVENANTS FOR KAMAKOA NUI DATED : January 28, 2013 RECORDED: Document No. A-48150173 62 5. GRANT TO: HAWArI ELECTRIC LIGHT COMPANY, INC., a Hawaii corporation DATED: September 19, 2011 RECORDED: Document No. A-46870172 GRANTING: a right and non-exclusive easement as may be necessary for the transmission and distribution of electricity to be used for light and power and/or communications over, under, through 'and across Easement(s) "E- 3811, "E-39" and "E-40" (Based on TG Preliminary Title Report dated October -15, 2020 Site Control and Right of Entry r, First Amendment to Development Agreement with Kamakoa Nui FIRST AMENDMENT TO DEVELOPMENT AGREEMENT KAMAKOA NUI WORKFORCE RENTAL PROJECT: H-4028 WAIKOLOA, HAWAII This First. Amendment to the Development Agreement ("First Amendment") executed on February -LL, 2022 by and between: COUNTY OF HAWAII a municipal corporation of the State of Hawaii 25 Aupuni Street, Hilo, Hawaii 96720-5293 ("County") and KAMAKOA NUI LIMITED PARTNERSHIP A Hawaii limited partnership 888 Iwilei Road, Ste. 200 Honolulu, Hawaii 96817. ("Developer") WHEREAS, the County and Developer entered into that certain Development Agreement Kamakoa Nui Workforce Rental Project: H-4028 Waikoloa, Hawaii dated October 4, 2020 ("Development Agreement") for the development of a multifamily rental housing project ("Project") on 10.324 acres of land situate at Waikoloa, South Kohala, Island of Hawai `i, State of Hawaii, being Lot 98 of the "Kamakoa Phase 1-A Subdivision" as shown on File Plan No: 2469, Tax Map Key No. (3) 6-8- 041-022, ("Property"). WHEREAS, the Development Agreement provided, among other terms, as follows: (1) Subject to change, the Project was identified as Kamakoa Nui Workforce Rental Project. (2) The Project would include 120 dwelling units.of various unit types, which be allocated among persons and families who are eligible for admission based on, among other criteria, incomes ranging from 30% and below and upwards of 140% of Area Median Income. (3) The County, as lessor, would enter into a ground lease, with Developer, as lessee, for a term of 65 years. Now Therefore, the County and Developer hereby agree to amend the Development Agreement as follows: 1. FIRST AMENDMENT TO DEVELOPMENT AGREEMENT A. The Fourth WHEREAS clause at the 4th line thereof, on page 1 of the Development Agreement is amended by: (1) Deleting the comma at the end of the words "...County Area Median Income ("AMI"), and replacing the comma with a period. (2) Deleting the words "...proposed to be called (subject to change with OHCD's approval) the "Kamakoa Nui Workforce Project" and replacing them with the following new sentence: The name of Project shall be "Na Hale Makoa". All references to the Project in the Development Agreement and any other document. including exhibits, as "Kamakoa Nui Workforce Project" shall mean "Na Hale Makoa". B. Notwithstanding the provision in Section 2.17 in which Developer submitted a proposal to develop 120 units, the County and Developer agree that it is in the public interest to address the critical need of affordable .housing opportunities by increasing the number of units. Section 2.F. Subsections (1) through (5), on pages 2-3 of the Development is deleted in its entirety and is replaced by the following new Section 2.F. . Subject to revision based on design studies and financing, any material changes shall be subject to OHCD's approval, which shall not be unreasonably withheld, the Project is described as follows: (1) Affordable multifamily rental housing project. Subject to financing and mutual agreement: (a) The Project will include up to 140 units consisting of the following unit types and based on the approved Project plans and specifications: Studio units 1 -bedroom units 2 -bedroom units (including a resident manager's unit) 3 -bedroom units The number of unit types and the areas of the unit types will be subject to mutual agreement between OHCD's and Developer. (b) The number of parking stalls and parking types will be subject to mutual agreement and based on the approved Project plans and specifications. (e) Multi -Purpose Building — @ 2,000 sq. ft. (d) Age requirement: 18 years and older (e) Target market: The target market will be persons and families whose income range from 0-30% to 140% of Area Median Income. The allocation of the number of units for persons and families who are within the foregoing income ranges will be determined by mutual agreement. F, C. The following provisions of the form of Ground Lease which is attached as Exhibit "B" to the Development Agreement are amended: (1) WITNESSETH, 3rd Paragraph: TO HAVE AND TO HOLD the premises unto Lessee for the term of: Years Commencing Includin 68 unless sooner terminated as hereinafter provided. Lessor reserving and Lessee yielding and paying to Lessor at the County of Hawaii, Director of Finance a net annual rental as provided hereinbelow, payable in advance, of $1.00 per year for the full term of the Lease which shall be payable in advance in a lump sum payment of Sixty -Eight and No/100 Dollars ($68.00) upon the execution of this Lease. (2) Section 12, Page 43: 12. Character of Use. The premises shall be used for the purposes of constructing, operating and maintaining a multifamily housing project, containing up to 140 dwelling units, together with a resident manager's unit, and a recreation center ("Improvements") that provides affordable rental housing opportunities for the elderly and persons with disabilities whose income does not exceed 140% of the Area Median Income ("AMI") published by the U.S. Department of Housing and Urban Development ("HUD") for the area in the County of Hawas`i where the premises are situate. D. All references in the Development Agreement and any other agreements that the Project will be comprised of 120 units and that the term of the ground lease will be 65 years are amended to provide that subject to financing, the Project will be comprised of up to 140 units instead of 120 units; and the term of the ground lease will be 68 years instead of 65 years. E. Except as amended hereby, all other provisions of the Development Agreement remain in full force and effect. F. This First Amendment may be executed in any number of counterparts. Each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute but one Agreement. (The remainder of this page is intentionally left blank; signature pages follow.) 4 IN WITNESS THEREOF, the undersigned have executed these presents as of the day and year first written above. DEVELOPER: PACIFIC KAMAKOA NUI LIMITED PARTNERSHIP, a Hawaii limited partnership By: Pacific KamakoaNui LLC, a Hawaii limited liability company Its: General Partner By: Pacific Housing Assistance Corporation, a Hawaii nonprofit corporation Its: Member By: Ac". Audrey E. Awaya Its: Executive Dire or COUNTY OF HAWAII, a municipal corporation of the State of Hawaii RECOMMENDED APPROVAL: SUSAN K. kINZ Name: LCE E. LUKU Housing Admim r Its: Managing Director County of Hawaii 1 Date: Ci �" Date: I i APPROVED AS TO FORM AND LEGALITY: Deputy Corporation Counsel County of Hawai `i Date: 6-Z //0 /2 Z N