EXHIBIT 10.65
November 10, 1997
Xxxxxxxx Pacific Construction Co., Ltd.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Attention: Xx. Xxxxx Xxxxx
Re: Construction Contract for Kaimana (the Contract)
Gentlemen,
In response to the concerns raised in your letter of September 12, 1997, we have
arrived at understandings which we believe are satisfactory to both X. Xxxxxx
Homes, Inc., and Xxxxxxxx Pacific Construction Company, Ltd. The following
describes these understandings which facilitate the termination of the Contract.
The items are numbered to concur with your letter of September 12, 1997.
1. It has been agreed that the Contract shall terminate on November 19, 1997.
The monthly General Conditions rate of $30,061.50 divided by the thirty days
in November equals a daily rate of $1,002.05. Therefore, the General
Conditions for November total $19,038.95, which will be reflected in the
Application for Final Payment as set forth in Paragraph 9.10 of the AIA
General Conditions.
2. Repairs to damaged improvements are under way. Xxxxxxxx Xxxxxxx agrees to
complete the repairs by November 19, 1997.
3. Satisfactory arrangements for the yard and trailers have been agreed to. X.
Xxxxxx Homes will take over the yard and Xxxxxxxx Pacific will remove the
trailers and storage bins on or before November 19, 1997.
4. The Stored Materials Account and remaining material inventory have been
reconciled.
5. Xxxxxxxx Xxxxxxx agrees to complete punchlist work items by November 19,
1997.
6. Xxxxxxxx Pacific agrees to remain responsible for warranty work required for
those units constructed by Xxxxxxxx Pacific.
7. Restoration of areas for staging, equipment and material storage, cleaning
of courtyards and drains of all construction debris, removal and disposal of
any soil polluted with hazardous materials, such as motor oil, hydraulic
fluid, and other chemicals is under way and will be completed by November
19, 1997.
8. Halemalu is independent of this Contract and shall be dealt with outside of
this Contract.
9. To facilitate the termination of the Contract, both X. Xxxxxx Homes and
Xxxxxxxx Pacific agree that no additional funding of the Lot Preparation
Escrow Account will be made by either party. The Lot Preparation Escrow
Account has been closed. X. Xxxxxx Homes and Xxxxxxxx Pacific further agree
that each will not seek reimbursement of the monies deposited from the other
party. X. Xxxxxx Homes and Xxxxxxxx Pacific further agree that the foregoing
agreements and the closing of the Soil Preparation Escrow Account shall not
be construed as acceptance by either party of responsibility for soil
preparation. As such, both parties shall continue to reserve their rights in
regards to this issue.
10. The anticipated final amount due under the Contract is indicated on the
accompanying Final Contract Amount Summary dated 11/14/97. This amount is
subject to minor corrections arising out of the final reconciliation of
accounts, but otherwise subject to change only as a result of any change
orders executed in connection with changes made after November 1, 1997 to
the eight homes currently under construction. On payment of said sum, no
further sums will be due Xxxxxxxx Pacific from X. Xxxxxx Homes under or in
connection with the Contract.
Therefore, except for other payment, performance and warranty obligations which,
by their nature, survive termination, the Contract is terminated as of November
19, 1997.
I have enjoyed working with you during the last few months and I appreciate your
help in turning over the operations from Xxxxxxxx Pacific to X. Xxxxxx Homes.
Please call me with any questions or comments regarding the items contained in
this letter.
Sincerely,
/s/ XXXX X. XXXXX
--------------------------------
Xxxx X. Xxxxx
President and CEO
Approved and Accepted
Xxxxxxxx Pacific Construction Company, Ltd.
By: /s/ XXXXX XXXXX
-----------------------------
Its: President
----------------------------
XXXXXXXX PACIFIC CONSTRUCTION CO., LTD.
KAIMANA @ KEHALANI 11/4/97
FINAL CONTRACT AMOUNT SUMMARY
1. Final billing for 103 homes completed including lot options $12,737,588.69
2. Paid To-date (Thru Progress Billing No. 28 - September 1997) $12,182,845.83
3. October 1997 Progress Billing (Due at the end of November) $ 386,118.65
4. Projected November 1997 Billing $ 115,644.43
5. Final Billing for Retention $ 52,979.78
