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Home My WebLink AboutCOM 0758.001 2004-2006 Phone: (808) 961-8263 BOB JACOBSON Fax: (808) 961-8912 Email: jjaco( &co.hawaii.hims Councilrenber HAWAII COUNTY COUNCIL County of Hawaii llawai'i County Building 25 ,1 upuni Street, Suite 209 Milo, llawai'i 96720 April 4, 2006 To: Stacy Higa, Chair Hawaii County Council From: Bob Jacobson Q Council Member, District 6 Subject: Resolution No. 290 (Draft 2) Authorizing the Mayor to Enter into an Agreement with C. Brewer and Company, Limited, to Accept the Donation of Cash Proceeds and Land, in Excess of $2,010,000. Enclosed is a draft 2 of Resolution 290. This draft was prepared by Corporation Counsel staff to clarify wording, with no changes of substance or intent. A ramseyered version of the draft 2 is also attached to illustrate the changes [see the "Now, therefore" statement, 1.(a), and 2.(a), (b), and (c)]. Resolution 290 is on the April 18, 2006 Finance Committee Agenda, as this draft 2 will also need to be. Thank you for directing this to the Finance Committee agenda for the April 18, 2006 meeting. If you have any questions, please call me. BJ/jw att z'm, I ' Comm. No. ~ • Ref, To; District 6 Upper Puna, Ka'u, tend South Kona Rai. Uat Hawaii County Is An Equal Opportunin, Provider And Employer ?$-4 OF N ATTACHMENT TO TRANSMITTAL RAMSEYERED FOR ILLUSTRATION! U'il COUNTY OF HAWAPI 4 STATE OF HAWAPI •+r E C6 gAA~PORESOLUTION NO. 290-06 (Draft 2) RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH C. BREWER AND COMPANY, LIMITED, A HAWAII CORPORATION, FOR THE COUNTY'S PURCHASE OF THE NA`ALEHU PARK AND COMMUNITY CENTER IDENTIFIED BY TAX MAP KEY (3)9-5-021-023 CONSISTING OF 6.409 ACRES FOR $1,200,000 TO BE PLACED IN AN ESCROW ACCOUNT TOWARDS THE COST OF INSTALLING SEWER LATERAL CONNECTIONS IN NA`ALEHU AND PAHALA AND ACCEPTANCE OF THE DONATION BY C. BREWER AND COMPANY, LIMITED, OF FIVE OTHER PARCELS CONSISTING OF 6.877 ACRES, WHICH HAVE A VALUE OF $610,000 TO THE COUNTY OF HAWAII IN GRATITUDE TO THE COUNTY OF HAWAII FOR THE ASSUMPTION AND IMPLEMENTATION OF THE PROPOSED NA`ALEHU AND PAHALA WASTEWATER SEWER SYSTEMS, WITH NO FURTHER LIABILITY OR RESPONSIBILITY FOR THE SYSTEMS BY C. BREWER AND COMPANY, LIMITED. WHEREAS, in Resolution 72-05 the Hawaii County Council authorized the Mayor to enter into an agreement with C. Brewer and Company, Limited ("C. Brewer"), a Hawaii corporation, to accept the donation of $350,000 and land in Na`alehu and Pahala for the creation of new community sewer systems; and WHEREAS, C. Brewer has spent approximately $85,000 to evaluate the condition of the existing community sewer systems; and WHEREAS, Federal regulations promulgated by the United States Environmental Protection Agency require that large capacity cesspools (gang cesspools) be eliminated by April 5, 2005; and WHEREAS, portions of the Na`alehu and Pahala communities are served by community sewers that utilize large capacity cesspools; and WHEREAS, two of the existing community sewers in Na`alehu and Pahala are currently owned and maintained by C. Brewer; and WHEREAS, C. Brewer has liquidated the majority of its assets and will completely dissolve the company in the very near future, and will not thereafter be capable of owning and managing the existing community sewer systems; and WHEREAS, C. Brewer owns certain improved and unimproved real property in Ka`u and North Hilo, including (a) recreational properties comprised of the 6.409 acre TMK (3)9-5- 021-023 Nd'dlehu Community Park with all improvements and the 4.825 acre TMK (3)2-6-013- 025 Kaiwiki Ball Park (collectively, the "Recreational Properties") and (b) two solid waste transfer stations consisting of 1.404 acres in Papa`ikou and Honomu, TMK parcels (3)2-7-028- 052 and (3)2-8-015-023 as well as real property identified as TMK parcels (3)9-5-024-011 (approximately 0.238 acre) and (3)9-6-002-024 (approximately .410 acre) (collectively, the "Wastewater Properties"); and WHEREAS, C. Brewer wishes to dispose of the Sewer Systems they own, Recreational Properties, Solid Waste and the Wastewater Properties, and all liabilities, contingent and otherwise, in an orderly fashion in furtherance of its "plan of liquidation"; and WHEREAS, the County has the authority to own and operate community sewer systems, and is willing and able to construct and maintain, and accepts the new improved community sewer systems in Na`alehu and Pahala that meet Federal regulations. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that it authorizes the Mayor of the County of Hawaii to enter into an agreement with C. Brewer, in addition to the provisions of Resolution No. 72-05, that would legally bind the parties to the following: 1. The County will: (a) Be responsible for constructing and maintaining the new improved community sewer systems "Project" in Nd'dlehu and Pahala that meet Federal Regulations. " This shall include all remaining items of testing, evaluation, design and preparation of construction plans and specifications, preparation of the EPA grant and Project approval applications; construction of a sewer lateral to each property specified on the construction plans and all other costs and expenses whatsoever to complete the Project. (b) Agree to accept the parcels described in 2(b), and 2(c), via quitclaim deed and accept these parcels on an AS-IS basis. (c) Own and operate the new sewer systems in Na`alehu and Pahala. 2. C. Brewer will expend, donate or sell to the County the following having a total value of over $2,160,000: (a) Pursuant to C. Brewer's agreement in Resolution 72-05, C. Brewer will expend a total of $350,000 to upgrade the sewer system, of which $85,000 has been spent to date. The balance of $265,000 will be placed in escrow pursuant to section 2(b of this resolution. 2 (b) The Recreational Properties: The Nd'dlehu Community Park, TMK (3)9-5-021-023, consisting of 6.409 acres with all improvements. The parties agree that the Nd'dlehu Community Park has an appraised value of $1,200,000. C. Brewer will sell the Park to the County for $1,200,000 and immediately place the $1,200,000 in escrow [to] for C. Brewer's use for the cost of installing house sewer lateral connections to the new sewer systems. C. Brewer will donate any remaining balance of the funds in escrow to the County. C. Brewer will also donate to the County all of its rights, title and interest in and to the Kaiwiki Ball Park, together with all liabilities associated therewith. The parties agree that this parcel is valued at $400,000. (c) The Wastewater Properties: Sewer treatment plant site Parcels of Land: TMK (3)9-5- 024-011 (approximately 0.238 acre), and TMK (3)9-6-002-024 (approximately 0.410 acre). C. Brewer and the County agree that these two parcels are valued at $60,000. Two solid waste transfer stations consisting of 1.404 acres in Papa`ikou, TMK (3)2-7- 028-052, and Honomu, TMK (3)2-8-015-023. The parties agree that these [items] two parcels are valued at $150,000. The parties agree that these four parcels are to be donated by C. Brewer to the County. 3. On the date when C. Brewer completes its obligations listed in paragraph 2 above, C. Brewer will execute a Bill of Sale granting its assets and liabilities in the Nd'dlehu and Pahala sewer systems to the County of Hawaii. From the date of the Bill of Sale, the County of Hawaii will be the owner of the Nd'dlehu and Pahala sewer systems, and will indemnify C. Brewer, its officers and directors and shareholders from any and all liability, costs, and expenses (including attorney's fees) resulting from any claim, demand, suit, action, or cause of action which may be asserted or initiated by anyone (including but not limited to the EPA) arising directly or indirectly out of the ownership, maintenance, of construction of the Nd'dlehu and/or Pahala sewer systems, and to defend C. Brewer, its directors, officers and shareholders against any said claim, demand, suit, action or cause of action. BE IT FURTHER RESOLVED that, in accordance with Article XIII, Section 13-12 of the Hawaii County Charter, the County of Hawaii, through its Department of Parks and Recreation and Department of Environmental Management, is authorized to accept the donation of land from C. Brewer and Company, Limited, all as set forth above. BE IT FURTHER RESOLVED that, in accordance with Article XIII, Section 13-13 of the Hawai'i County Charter, the County of Hawaii, through its Mayor, is authorized to enter into an agreement to purchase the Na`alehu Community Park land from C. Brewer and Company, Limited, all as set forth above. BE IT FURTHER RESOLVED that it is the intent of the County of Hawaii to use the land purchased from and donated by C. Brewer and Company, Limited for the recreational and waste removal purposes of the surrounding communities. 3 BE IT FINALLY RESOLVED that the County Clerk shall forward copies of this resolution to C. Brewer and Company, Limited, the Hawaii County Department of Parks and Recreation, the Department of Environmental Management and the Department of Finance. Dated at , Hawaii, this day of 12006. INTRODUCED BY: COUNCIL MEMBER, COUNTY OF HAWAII COUNTY COUNCIL ROLL CALL VOTE County of Hawaii AYES NOES ABS EX Hilo, Hawaii ARAKAKI HIGA I hereby certify that the foregoing RESOLUTION was by the HOFFMANN vote indicated to the right hereof adopted by the COUNCIL, of the HOLSCHUH County of Hawaii on IKEDA ISBELL ATTEST: JACOBSON PILAGO SAFARIK Reference: COUNTY CLERK CHAIRMAN & PRESIDING OFFICER RESOLUTION NO. 4