KIRK CALDWELLMAYOR

DEPARTMENT OF PLANNING AND PERMITTING

CITY AND COUNTY OF HONOLULU650 SOUTH KING STREET, 7T~~ FLOOR • HONOLULU, HAWAII 96813

PHONE: (808) 768-8000 • FAX: (808) 768’6041DEPT WEB SITE: www honoIuIUcJDD.crp • CITY WEB SITE: www.honolulu.Qov

KATHY K. SOKUGAWAACTING DIRECTOR

TIMOTHY F T HIUDEPUTY DIRECTOR

August 11,2017 201 7/SDD-24(AB)

The Honorable Ron MenorChair and Presiding Officer

and MembersHonolulu City Council530 South King Street, Room 202Honolulu, Hawaii 96813

Dear Chair Menor and Councilmembers:

Subject:

Project:Landowner:Agent:Location:

Tax Map Keys:Acceptance Date:

Application for an Interim Planned Development-Transit (lPD~~and Special District Permit No. 201 7/SDD-241500 Kapiolani Condo-Hotel and Residential DevelopmentManaolana 1500, LLC and Manaolana 1488, LLCR.M. Towill Corporation (Keith Kurahashi)1460, 1470, 1488, and 1500 Kapiolani Boulevard; and 611Keeaumoku Street - Honolulu2-3-021: 007 through 010April 17, 2017

We recommend approval of this application for an IPD-T for the 1500 KapiolaniCondo-Hotel and Residential Development, including the development of a new multi-towermixed-use development, with a maximum height of 400 feet, which includes a 444-unitfull-service hotel, six residential penthouse units, an affordable housing tower and units, variousamenities, eating and drinking establishments, a ballroom, ground floor commercial andrestaurant spaces, two small public plazas, and other ground floor pedestrian and right-of-wayimprovements. The proposed Project is within the BMX-3 Community Business District, and isless than one-half mile from the proposed Ala Moana transit station. The Department ofPlanning and Permitting (DPP) recommends approval of the conceptual Project plan, subject toconditions relating to the provision of community benefits, including on-site affordable housing,reduction in the number of parking spaces, provision of architectural features on the parkingpodium, and approvals from other governmental agencies.

Attached for your consideration are our report and draft resolution. Approximately 45individuals attended the public hearing on June 28, 2017 at the Mission Memorial ConferenceRoom at 10:30 a.m. Testimony was given by 10 individuals. Testifiers who supported theProject noted the economic benefits and great potential for redevelopment at the site.

— c_)-a

C-

DEPT. COM. 602

The Honorable Ron MenorChair and Presiding OfficerAnd Members

August 11,2017Page 2

Those who raised concerns over the Project noted the disparity between the value of thedensity and height bonuses requested and the community benefits and affordable housingproposed.

Pursuant to Chapter 21, Revised Ordinances of Honolulu, the City Council must actwithin 60 calendar days after receipt of our findings and recommendation; however, the CityCouncil may extend this period of time upon receipt of a request from the Applicant for anextension. The extension is not automatic and thus, if an extension of time is not requestedin a timely manner, the application may be filed due to the Council’s time deadline.

Should you have any questions, please contact me at 768-8000.

Very truly yours,

Kathy K. SokugawaActing Director

Attachments

cc: Mayor Kirk CaldwellRoy K. Amemiya, Jr., Managing DirectorCorporation CounselPublic Hearings ReporterKeith Kurahashi, R.M. Towill CorporationManaolana AREP Ill Holdings, LLC

APPROVED:

r

Riya,JrWManaging Director

1500 KAPIOLANI - RECOMMEND APPROVAL

Planned Development-Transit (I PD-T) No. 201 7/SDD-24Due to City Council for Action: August 11, 2017

OVERVIEW

BONUS?BENEFITS/

CONDITIONS

Condo-Hotel (444 units), multi-family dwellings (6 penthouse units, 68 affordable units), retail,restaurants, meeting rooms, and amenities.

Bonus!Flexibility DPP PositionHeight — 150 foot bonus (Max 400) Support.

FAR — 6.54 FAR bonus (509k s.f.) Support.Use — full service hotel, multi-family Support.housing, various commercial uses

Parking — Reduce from 805 to 517 Sets a parking minimum at 274, and a maximum at 487 spaces.

Yards and Height Setback — Yardsare sidewalks expansions, height Generally support, minor design changes required.

setbacks_greatly_relaxedCommunity Benefits: Proposed DPP Position — Not Commensurate to Bonus

Affordable Housing “Air Rights.” Unacceptable: Only the production of affordable housing units will be1 delivered unit, 67 unfts of “air considered a community benefit. These 68 units must be delivered as

rights” (About 49k s.f.) shown in the plans.

Right-of-way improvements (e.g.,sharrow, two new all-way Acceptable if updated traffic study supports proposal. If altemativescome from the updated study, those recommendations should becrosswalks, lane realighnments, implemented.

etc.)Bus stop adoption Acceptable.Bikeshare station Acceptable, on private property.

Public art, widened sidewalk, streetAcceptable.furniture

Micro-plazas Support, but not a community benefit. Plazas to be considered acommunity benefit must be a minimum of 2,000 s.f..Private amenity decks Unacceptable. Community Benefits must benefit the general public.

Community Benefits: Required Conditions to be Commensurate with Bonus68 units as shown in the plans, for rent, available for families makingAffordable Housing 80% of the AMI or less.

Required Design Modifications Condition to be Compliant with TOD PlanOnly “active spaces,” existing structures, or screened and bufferedHeight Setback

areas will be allowed.New facades, or a pedestdan friendly alternative (planters, furniture,Yards etc.) should meet build-to lines per TOD Plan for 65% of frontage.

Safe, well lit, materially separated pedestrian path should be providedOn-Site Pedestrian Connection from Makaloa to Kapiolani through the site.

Driveway Modfications Exit-only loading driveway on Makaloa will not be allowed.Landscaping Micro-plazas and loading zones should be buffered.

Should be active spaces along frontages (e.g., dwellings, lanais), orParking Podium Facade screened with greenwall.

DEPARTMENT OF PLANNING AND PERMITTINGOF THE CITY AND COUNTY OF HONOLULU

STATE OF HAWAII

IN THE MATTER OF THE APPLICATION

)BY

MANAOLANA AREP III HOLDINGS, LLC )FILE NO. 2017/SDD-24

FOR AN

INTERIM PLANNED DEVELOPMENT-TRANSIT PERMIT

FINDINGS OF FACT, CONCLUSIONS OF LAWAND RECOMMENDATION

I. GENERAL INFORMATION

A. Basic Information:

APPLICANT: Manaolana AREP III Holdings, LLCLANDOWNER: Manaolana 1500 LLC and Manaolana 1488 LLCAGENT: R.M. Towill Corporation (Keith Kurahashi)LOCATION: 1460, 1470, 1488, and 1500 Kapiolani Boulevard; and

611 Keeaumoku Street — Honolulu (Exhibit A-i)TAX MAP KEY(S): 2-3-021: 007 through 010LOT AREA: 78,973 Square FeetSTATE LAND USE DISTRICT: UrbanDEVELOPMENT PLANAREA: Primary Urban CenterEXISTING ZONING: BMX-3 Community Business Mixed Use District

(Exhibit A-2)PROPOSED TOD ZONING: BMX-3B Kapiolani Mixed Use DistrictEXISTING USE: Retail establishment (Walgreens) and a medium-density

commercial structure with variety of retail and officeuses.

SURROUNDING LAND USES: Retail and eating and drinking establishment, cabaret,warehouse, and multi-family dwelling units. The futureAla Moana transit station will be located about 600 feetfrom the subject property.

B. Pronosal: The Applicant seeks an Interim Planned Development-Transit Permit (IPD-T)to allow a 400-foot-high mixed use development (Project) in the BMX-3 CommunityBusiness Mixed Use District within a quarter mile of the future transit station in the AlaMoana neighborhood. The Project includes a full service hotel (Hotel) containing444-dwelling units (condo-hotel), six penthouse multi-family dwelling units (Penthouse

Units), one affordable rental and “air rights” for 67 affordable multi-family dwellings(Affordable Units), and a variety of commercial uses, personal services, and eating anddrinking establishments. The development also includes the existing Walgreens flagshipstore. The proposal includes a total of 727,725 square feet of floor area, or a Floor AreaRatio (FAR) of 9.215.

The existing structure containing the former Heald College will be demolished. TheWalgreens building will remain, and its existing parking structure will be incorporated intothe development. A new building podium will be seven stories high. Sixty-eightAffordable Units are proposed in an approximately 156-foot-tall tower atop the existingparking structure, and 444 condo-hotel units and six residential dwellings are proposed inthe 400-foot-tall towers over the new podium. The Affordable Tower is about 40 feet fromthe ewa Hotel tower, and the Hotel towers are about 74 feet from each other (seeExhibits B-i through F-4 for drawings and renderings).

C. IPD-T Requests: The Applicant seeks to increase the height limit and density (FAR), andmodify the street/height and yard setbacks, landscaping, parking, and permitted uses ofthe underlying Zoning District through this IPD-T Permit.

D. Proposed Community Benefits: To achieve the height and density bonuses and flexibilityin development standards, demonstrable contributions benefitting the comm unity,supporting transit ridership, and implementing Transit-Oriented Development (TOD)provisions must be incorporated into the Project. The Applicant proposes the followingcommunity benefits:

1. Providing one Affordable Unit and “air-rights” for 67 additional Affordable Units forrent. The total floor area dedicated to the Affordable Units is about 49,861 squarefeet, or seven percent of the total floor area, and 10 percent of the “bonus” floorarea over the base 2.76 FAR.

2. Two public plazas flanking the porte-cochere entrance. The plazas are about 250and 430 square feet in area, respectively.

3. Amenity decks and terraces on the podium for guests and residents.

4. Private open space, including a roof-top deck.

5. Balconies for the Hotel guests and Penthouse residents.

6. Intersection improvements, including possible new pedestrian and traffic patternswhere kapiolani Boulevard and Makaloa Street intersect with Keeaumoku Street.

7. Other streetscape improvements, including furniture, public art, a bus shelter, anew bikeshare station, and an extended sidewalk onto the private property.

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II. FINDINGS OF FACT

On the basis of the evidence presented, the Director has found:

A. Description of the Site/Surrounding Uses: The site consists of three zoning lots, with atotal lot area of 78,973 square feet. The site is about 400 feet by 210 feet, and comprisesalmost half of the block bounded by Kapiolani Boulevard, Keeaumoku Street, MakaloaStreet, and Kaheka Street, which are all City streets. The site is relatively flat, generallyrectangular, and is occupied by the existing two-story Waigreens flagship store, a parkingstructure, and the mid~rise Heald College building, which includes office, retail, and othercommercial spaces (see Exhibit B-i). The site is zoned BMX-3 Community BusinessDistrict and is also in the State Land Use Urban District.

The site is bounded by Kapiolani Boulevard to the south, Makaloa Street to the north, andKeeaumoku Street to the west, and a lot developed with a one-story commercial buildingto the east. There are existing street trees along Kapiolani Boulevard (monkey podtrees), and no trees along Keeaumoku and Makaloa Streets.

The site is surrounded by dense mixed-use developments, including retail uses (e.g.,Wal-Mart, Sam’s Club, and Ala Moana Center), office, restaurants, and multi-familydwellings. The Manaolana Building (an IPD-T project approved by Resolution No. 16-172CD1, FD1) is less than haIfa mile away, at the intersection of Kapiolani Boulevard andAtkinson Boulevard. The surrounding area is zoned BMX-3 Community Business District.

B. Other Permits/Approvals Required: Permits required by the City and County of Honoluluinclude:

• Sidewalk Variance• Sewer Connection• Park Dedication• Construction Plan Approval• Demolition• Trenching and Drain Connection Permits• Grading• Building• Major Special District (SD) Permit, pursuant to Land Use Ordinance (LUO)

Section 21-2.1 10-2(g)(2)• Street Usage Permits• Subdivision approval to designate easements for public utilities, access, and/or

sidewalks, as well as park dedication.

Approvals required by the State include an archaeological inventory survey plan, NationalPollutant Discharge Elimination System Permit, Construction Noise Permit, and Clean AirPermit.

C. Environmental Review. Chapter 343, Hawaii Revised Statutes (HRS): The Project is notsubject to an assessment under Chapter 343, HRS, the State Environmental Impact Law.

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D. Flood District: According to the Flood Insurance Rate Maps, Panel No. 0362G, datedJanuary 19, 2011, most of the site is in Zone X with a base flood elevation of five feet,and portions of the site along Kapiolani Boulevard and near Keeaumoku Street are withinZone AE (elevation six feet). Zone X is outside of the 0.2 percent annual chance (or500-year) flood; Zone AE (elevation six feet) include areas with a one percent annualchange of flood inundation. Compliance with the flood hazard ordinance is required priorto the issuance of building permits (see Exhibit A-3).

E. Public Agency and Community Comments:

1. Notifications and Reciuest for Comments: The Department of Planning andPermitting (DPP) requested comments from the City and County of HonoluluBoard of Water Supply (BWS), Department of Budget and Fiscal Services (BFS),Department of Community Services (DCS), Department of Facilities Maintenance(DFM), Honolulu Fire Department (HFD), Honolulu Police Department (HPD),Department of Design and Construction (DDC), the Office of Housing, theDepartment of Transportation Services (DTS), and Honolulu Authority for RapidTransit (HART). Major agency comments from the City are contained in theanalysis section of this report.

Comments were also requested from the State of Hawaii Department of Land andNatural Resources (DLNR) — Commission on Water Resource Management,(DWRM), Engineering Division, Land Division, and Historic Preservation Division(SHPD); Department of Health (DON); Office of Hawaiian Affairs (OHA); Office ofPlanning (OP); and Department of Transportation (DOT). Major agencycomments from the State are contained in the analysis section of this report.

Upon acceptance of the application for processing, informational notices weresent to landowners within 300 feet of the subject property, which includedassociations of apartment owners and businesses, elected officials from the area,community organizations, and the news media. Copies of the applicationmaterials were also provided to the Ala Moana/Kakaako NB No. 11, the HawaiiState Public Library, the McCully-MoilHli Public Library, the Ala Moana SatelliteCity Hall, and on-line at the DPP website.

2. Ala Moana/Kakaako Neighborhood Board (NB) No. 11: On August 23, 2016, theApplicant made a presentation to the NB for the Project. Board membersexpressed concerns about affordable housing, impacts on neighborhoodestablishments, project design, and the proposed hotel use.

3. Written Testimony: The DPP received about 50 letters or emails from the publicexpressing concerns about the Project related to affordable housing, excessiveparking in a TOD area, the need for a luxury hotel, and the design of the podium.

Additionally, several trade groups submitted letters supporting the Project, citingthe jobs it will bring to their members and the potential for affordable housing ascritical components of the Project.

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4. Public Hearing Testimony: A public hearing was held on June 28, 2017 at theMission Memorial Auditorium at 10:30 a.m. Approximately 45 individuals attendedthe Public Hearing. This included about five representatives of the Applicant and40 members of the public, representatives of other agencies, and members of themedia. Oral testimony was received from 10 members of the public, some ofwhom represented organizations.

Testimony in support (seven) generally applauded the economic benefits of theProject and the potential for affordable housing on site. One testifier described thecurrent neighborhood as a dangerous and unsavory area, and welcomed theredevelopment of such a large parcel. A consultant, hired by the Applicant,described the wide and positive economic impacts of such a large hotel in the area.Various trade organizations provided testimony in support of the temporary jobsthe Project would create for their members.

Testifiers in opposition to this Project questioned the legitimacy of the economicanalysis provided by the Applicant, noting that condo-hotels generally do notprovide the same economic benefits of regular hotels. Furthermore, the lack ofinformation in the application supporting the actual production of affordablehousing, and not just “air rights,” raised serious concerns. Representatives ofUnite Here Local 5 noted that any Applicant seeking the massive developmentbonuses through the IPD-T Permit should provide a significant amount ofaffordable housing units, and “air-rights” does not guarantee production of units.

During the Public Hearing, the DPP asked the Agent to clarify the “air-rights”proposal, to discuss compliance with the TOD plan regarding tower separation,and to describe access to bike parking, and the planned improvements for theintersections impacted by this Project.

The Applicant confirmed that their intention was to have the 68 Affordable Unitson site. A representative of the Ecumenical Association of Housing (EAH)testified that the Affordable Units may be developed by a third party who mayseek public funding.

Regarding tower separation, the Applicant stated that the site was difficult tomass, but felt that the tower separation on three.sides of the structure generallycomplied with the TOD Plan, and that every effort was made to break up themassing of the on-site towers to maintain mauka-makai views. Future projects onthe site to the east can set back to maintain tower separation without affectingtheir own development potential.

With regards to the bicycle parking, the Applicant noted that the bike storage wasdesigned for guests and residents, and not the general public. Finally, regardingthe intersection improvements, the Agent stated that they would complete anyrequired traffic study and work with DPP and DTS to deliver appropriateimprovements.

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F. Ala Moana Neighborhood TOD Plan (April 2016) ITOD Plani and IPD-T Regulations: TheAla Moana Neighborhood TOD Plan was submitted to the City Council and introduced onNovember 7, 2016 as Resolution 16-293. On July 12, 2017, the Plan was amended asreflected in the Resolution as a Committee Draft (CD1). The revised plan includeschanges to locations of hotels, qualifying open spaces as community benefits, revisedheight-setbacks, clarifies tower spacing, and eliminates in-lieu fees for affordablehousing.

Moreover, on February 8, 2017, Bill 15 (2017) was introduced which clarifies therelationship between community benefits and additional density and building height limitsfor IPD-T projects. On May 4, 2017, it was amended to add further clarification,particularly with respect to affordable housing.

Given that the subject application was accepted on May 1, 2017, it is herein evaluatedagainst the policy proposal being considered at the time; namely, the original Ala MoanaTOD Plan dated April 2016.

Ill. ANALYSIS

The proposed development was reviewed in accordance with LUO Section 21-9.100-5, relatingto the TOD and IPD-T Permit Projects.

A. Eligibility: The zoning lots that comprise the Project site meet the eligibility standards andqualify for an IPD-T Permit because the site is:

• Within one-half mile of the proposed transit station,• Greater than 20,000 square feet,• Under a single ownership,• Entirely within the State Land Use Urban District, and• In the BMX-3 Community Business Mixed Use District.

The site is also shown on maps and figures in the TOD Plan as being within the futureTOD Special District, specifically the Kapiolani Corridor Sub-District.

B. Oahu General Plan COOP) and Primary Urban Center Development Plan (PUCDP): Theproposed development directs major economic activity to the primary urban center, whichis consistent with the OGP (Section ll.G.1). The OGP does not support the developmentof resort uses outside of Waikiki or Oahu’s secondary resort areas (Section ll.B.6). ThePUCDP promotes mixed land uses and provides high-density development near futuretransit stations.

C. Use Regulations: Multi-family dwelling units, retail establishments, eating and drinkingestablishments, office, full-service hotel, and meeting facilities are permitted in the BMX-3Community Business Mixed Use District. Through the current IPD-T permit, the Applicantcan propose uses permitted in the BMX-4 Central Business District, which allowsfull-service hotels. The TOD Plan has identified this site to be within the BMX-3BKapiolani Mixed Use District. These uses are also permitted in the BMX-3B KapiolaniMixed Use District, although hotels are encouraged only in the Convention Center

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Sub-district. Proposed changes in the TOD Plan through the CD1 and to the IPD-TPermit section in the LUC [Bill 15, (2017)1 would disallow full-service hotels as permitteduses in this area. At the time the application was accepted, full-service hotels werepermitted uses with this permit; therefore, the proposed uses are permitted with approvalof this permit.

D. Development Standards: Flexibility may be granted for density, height, street centerlineheight setback, yards, open space, landscaping, streetscape improvements, parking andloading, and signage under the IPD-T Permit, if it can be demonstrated that themodification accomplishes a Project design consistent with the goals and objectives ofTOD and the requests are commensurate with the contributions provided in the Projectplan. The Applicant is seeking flexibility to the permitted uses, allowable density, buildingheight limit, front yards, street centerline height setback, landscaping, and parking andloading, as shown on the page below.

Minimum Lot Area (square feet) 5,000Minimum Lot width and Depth 50

Front

Side 5 for dwellings,10 for multifamily,Rear 0 for other uses

(276,405.5 square feet)Open Space BonusMaximum FAR

10 for dwellings5 for other uses

Description BMX-3 LIJO Standard

RequiredYards(feet)

BMX-38 TOD Standard Project ~- 78,973- Complies

A maximum of12 on Kapiolani Blvd.

5 on Makaloa St.(Building build-to lines)5 on Keeaumoku St.(Existing, no change)

Lot Coverage Minimum

Does not comply withTOD yard requirementon Makaloa, otherwise

complies

Maximum Density (FAR) 2.5(197,432.5 square feet)

Maximum Building Height (feet) 250

3.5

10

90 percent 95 percent

10.0 9.21(789,730 square feet) (727,725 square feet)

2.764,149 square feet public

- open space provided(20,745 + 197,432.5 =

218,177,5 square feet)400 400

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Description BMX-3 LUO Standard BMX-3B TOD Standard Project

Encroaches intoBMX-3B TOO Plan

Height Setback aboutone percent of total

building volume.Height Setback 1 foot per 10 feet in 20 feet in height Portions of existingProposed Bill 75 height over 40 feet over 60 feet parking structure, new(2015), CDI parking structure, lanais,

and rooftop deckencroach into the 20-footSetbacks setback a maximum of

(feet) ______________________ ________________________ 10 feet.

No portion of thestructure shall exceed About 22 percent of

Street Centerline height equal to twice the proposed structureHeight Setback distance from the - encroaches into StreetCurrent LUQ Standard structure to the vertical Centerline Height

ro’ection of the street Setback, starbng atcenterline about the 7th floor

Tower Separation 50 feet from commonSetback - property line 14 feet, does not comply

1. Lot Coverage: The minimum lot coverage in the BMX-38 Kapiolani Mixed Use Districtis 90 percent. The Apphcant proposes about 95 percent lot coverage; the remainingfive percent is mainly comprised of the required yards. The Project complies with theLUO and TOD Plan.

2. Density: The maximum allowable floor area on the site is 119,432.5 square feet (2.5FAR), and with the 4,149 square feet of open space bonus, the LUC would allow about218,177.5 square feet (2.76 FAR). The TOD Plan allows a maximum FAR of 10.0, or789,730 square feet of floor area at this site. The Applicant proposes an FAR of 9.21or 727,725 square feet, which is consistent with the TOD Plan. This constitutes adensity bonus equal to about 509,547.5 square feet of floor area.

3. Height: The existing height limit for the site is 250 feet. The IPD-T provisionsallow a maximum height limit of 400 feet, as specified in the TOD Plan. TheApplicant is requesting to exceed the height limit by 150 feet for the maximumheight of 400 feet. This results in about 15 additional floors (see Exhibits D-1through D-6).

4. Front Yard: The site has three front yards. Under the LUC, a front yard of fivefeet is required along Kapiolani Boulevard, Keeaumoku Street, and MakaloaStreet, and no side yard is required. To provide an engaging ground-levelenvironment for pedestrians, the TOD Plan specifies a building build-to line of12 feet on Kapiolani Boulevard and 5 feet on Makaloa Street. The existingWalgreens along Keeaumoku Street will not change, and complies with the

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existing LUC requirement. The Project generally complies with the build-to linesalong Kapiolani Boulevard, although portions of the structure encroach into the12-foot setback in order to create a smooth transition between the existingWalgreens building (which is set back less than 12 feet) and the new structure(which is set back to 12 feet). The structure is generally set back about sevenfeet along the entire Makaloa Street frontage, which is inconsistent with thefive-foot TOD Plan build-to line. To provide an attractive and consistentground-level environment, the proposed storefronts or other pedestrian friendlyfeatures (e.g., artwork, water features, trellis/shade devices, etc.) along MakaloaStreet should be located at the five-foot build-to line for at least 65 percent of thebuilding frontage. This should be made a condition this approval.

5. Street Centerline Height Setback: The IPD-T provisions allow the streetcenterline height setback to be modified from the current LUQ street setbackstandards where adjacent uses and street character will not be adverselyaffected. Under the current street setback standards in the LUC, much of theencroachment starts above floor level 7. The structure encroaches into the streetcenterline height setback by 2,883,321 cubic feet, or about 22 percent of the totalbuilding volume. Because the site has street frontages along KapiolaniBoulevard, Keeaumoku Street, and Makaloa Street, the street centerline heightsetback is severely restrictive and prevents the building from achieving areasonable building volume, as shown on Exhibits D-1 though D-6 and E-3.Bill 75 (2015) proposes to replace the centerline height setback with theestablished height setback for the Apartment Districts, which is measured straightup 40 feet from the buildable area boundary, and then in at a rate of one foot per10 feet of height (see Exhibit E-5). Additionally, the TOD Plan at the time of theacceptance recommended a height setback of 20 feet, starting at 60 feet abovegrade. The Applicant designed their structure to better comply with the TOD Planstandard, but still encroaches about 54,189 cubic feet, or less than one percent,into the height setback (see Exhibits D-1 through D-6 and E-4). Theseencroachments include parts of the existing parking structure, lanais, and parts ofthe Affordable Tower. The six-foot-deep lanais encroach entirely into the 20-footheight setback along Makaloa Street and at the shared property line (the face ofthe Hotel tower is set back 20 feet) (see Exhibits E-1 and E-4).

The encroachment of a parking structure into the setback interferes with the goalsand policies of the TOD Plan and IPD-T permit, which are intended to limit thevisibility of automobiles from the public realm and support pedestrian friendly andscaled environments. Some of the encroachments include existing structureswhich are being repurposed or incorporated into this Project, so it is reasonable toallow this flexibility. However, any proposed encroachments which are notdedicated to active spaces or uses are not consistent with the TOD Plan. Buildingencroachments into the 20-foot height setback should be devoted to activespaces (lanais, balconies, eating establishments, recreation areas), or screenedwith a green wall. This should be a condition of this approval.

6. Landscaping: Pursuant to LUO Section 21-3.120-2(c)(1), all yards except fordriveways and walkways shall be landscaped. No landscaping is proposed withinthe required yards along Kapiolani Boulevard or Makaloa Street although some

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planters are proposed near the porte-cochere. The Applicant proposes to widenthe sidewalks along Kapiolani Boulevard and Makaloa Street instead of providinglandscaping. As part of the alternative, the Applicant is proposing to protect theexisting landscaping within the right-of-way between Kapiolani Boulevard and thepublic sidewalk, and a 6,000 square-foot green wall is proposed to mitigate thevisual impact of the 13,000 square-foot podium façade. Street trees will be addedalong Makaloa Avenue (see Exhibit B-S depicts the landscaping plan).

The application describes an informal arrangement of ground-level planters andlandscaping. Considering the proposed location of the two small plazas,adequate landscape screening must be provided to separate them visual andaudibly from the loading areas, parking ramp, and porte-cochere whilemaintaining circulation safety. This should be a condition of this approval.

A surface encroachment variance will be required to permit any nonstandardimprovements within the City right-of-way (planters, landscaping, or streetfurniture). A sidewalk variance will be required to permit the nonstandardsidewalk finish (payers) in the City right-of-way; however, it is recommended thatthe materials used for the sidewalks within the property be consistent across theentire frontage, including across any driveways to signal pedestrian priority. Thecolors selected for the payers should match the City’s concrete sidewalk to avoidincongruous patchwork effects along Kapiolani Boulevard and Makaloa Street andto allow for easy repairs. These should be conditions of this approval.

7. Tower Separation: The TOD Plan recommends a minimum separation betweentall buildings of 100 feet; to ensure this, towers should be set back a minimum of50 feet from any adjoining property. The 1 OO4oot tower separationrecommendation is a guideline in the TOD Plan at the time the application wasaccepted. The Diamond Head tower extends about 36 feet into therecommended 50-foot setback. The Applicant claimed during the public hearingthat the property was difficult to mass, complies on three sides with thisrecommendation, and that the improvements on the neighboring property couldbe sufficiently set back to allow a 1 00-foot separation between towers withoutimpacting the development potential of the lot. The adjacent property was notifiedof the Project, but did not submit comments. The Project will comply with the 100-foot tower separation recommendation on three of the four sides. The DiamondHead tower setback should be increased to better comply with the guideline.Opportunities for additional setbacks will be reviewed at the SD Permit phase.

8. Parking and Loading: The off-street parking requirements and provision aresummarized in the following table:

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Total Parking/Loading Stalls Proposed 517

The total required off-street parking and loading for the proposed uses is 805spaces and 13 loading spaces pursuant to the BMX-3 Community Business MixedUse District parking standards; however, the meeting facility use is considered an“accessory” to the Hotel, and therefore does not require its own parking.Fu?thermore, the TOD Plan calls for lowering parking minimums, establishingparking maximums, eliminating parking for certain uses (such as retail), andreducing parking requirements by at least 50 percent. Therefore, to establish aparking minimum for this Project, the TOD Plan recommendations should beapplied. If off-street parking is not provided for commercial retail uses, theaccessory meeting facility is not accessed parking, and the remaining requiredparking is halved, the minimum parking for the Project is 274 parking spaces. TheTOD Plan also recommends establishing a parking maximum. Based on theproposed uses, the parking maximum for the site is 487 spaces. The followingstandards were applied to determine this parking maximum: 1.25 spaces permulti-family dwelling unit (92.5), half of the seven guest parking spaces requiredby the LUC (3.5), 0.5 spaces per Hotel dwelling unit (222), 1 space per 400square feet of commercial floor area (169), and no parking for the Hotel’saccessory meeting facility. In contrast, the Applicant is proposing to provide 517off-street parking spaces.

Multi-Family DwellingUnits By Size:

Less than 600 squarefeet (sq. ft.)

>Greater than 800 sq. ft.

Total LUO Parking and Loading Requirement (BMX-3) 805 13Total TOD Plan Parking Requirement 274 6

(reduced at least 50 percent, no parking required for commercial) .5

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Promoting the use of public transportaflon, car- and bike-sharing, and the use ofalternate means other than private vehicles is highly encouraged in the TOOSpecial District. A parking reduction is recommended to bring fewer vehicles intothe neighborhood and to encourage rail and alternative transit use. Large parkingpodiums adversely impact otherwise pedestrian friendly environments. To justifythe greater heights and density, protect the existing traffic-related infrastructure,and promote pedestrian friendly design, the above described parking reductionshould be made a condition of approval.

The Applicant proposes no reduction of the required loading, and is proposing toprovide 13 loading stalls on the ground floor. The number of loading stalls may bereduced to seven, at least half of which shall be full-sized loading areas. Thisshould be a condition of approval.

Pursuant to LUO Section 21-9.100-5(d)(7)(B), service areas and loading spacesshall be located at the side or rear of the site unless the size and configuration ofthe site renders this infeasible. The loading stalls identified in the porte-cochere,which are not full sized, must be adequately screened from public view. Thisshould be a condition of approval.

9. Bicycle Parking: The bicycle parking requirements and provisions aresummarized in the following table:

RequiredUse TOD Plan Bicycle Parking Floor Area Bicycle

Standards (sq. ft.) Spaces(TOD)

Multi-family Dwellings (74 units) 1 per 1600 sq. ft. 74,401 sq. ft. 46.5

Eating and Drinking Establishments 1 stall per 3,200 sq. ft. 13,810 5.6Retail 1 stall per 2,400 sq. ft. 49782 15.6Hotel (444 units) 1 stall per 10 units . 44Assembly Area i stall per 150 sq. ft. 6,696 44.6

RequiredBicycleSpaces(TOD)

Total TOD Bicycle Space Requirement 157Total Bicycle Spaces Provided 157

The TOO Plan requires a total of 157 bicycle parking spaces for the proposeduses on the site. The Applicant proposes to provide 157 bicycle parking spacesentirely within the parking structure, which would only be accessible to hotelguests and residents. No bicycle parking is proposed on the ground level. TheTOD Plan encourages short-term bicycle parking be located in safe areas andnear building entrances. The eating and drinking and retail establishments will

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attract a large number of visitors on bike who may not be residents or guests atthe hotel; therefore, of the 157 bicycle parking spaces, a minimum of 21 spacesattributed to the retail and eating establishment uses should be located on theground floor in publically accessible areas, such as the front yard or portecochere. A bicycle parking plan detailing the location of the 157 stalls should beprovided for review and approval.

The Applicant also proposes to install a bikeshare station along the sidewalk andin the public right-of-way as a community benefit. The location of the bikesharestation is not acceptable. It should be moved onto private property and should notencroach on the location of the bus stop to avoid conflict between bus and bicycleriders. Furthermore, details about the number of bikeshare stalls are not providedin the application. Considering the size and prominent location of thedevelopment, and based on current BikeShare Hawaii planning, a minimum20-dock station is required. The Applicant must provide a flat surface,approximately 550 square feet in size (50 feet by 11 feet), located in an area thatreceives at least four hours of sunlight per day (ideally not under trees) for thebikeshare station. The Applicant should be required to fund the bikeshare stationand bicycles, through Bikeshare Hawaii. These should be conditions of approval.

E. Other Development Considerations:

Traffic and Maneuverability: A Traffic Impact Report was prepared by WilsonOkamoto Corporation in February of 2017. Based on the report, the Project is notexpected to create a significant impact on traffic at the nearby intersections.In accordance with the recommendations of the study, the Applicant proposes toinstall all-way or “Barnes” crossings at both Kapiolani Boulevard and MakaloaStreet where they intersect with Keeaumoku Street. Future intersection androadway improvements are expected, such as the realignment of the lanes alongKapiolani Boulevard to incorporate bike lanes, the installation of a sharrow onMakaloa Street, and the addition of bike lanes along Keeaumoku Street.

Substantive comments received related to traffic, access, circulation, andpedestrian safety at the Project site are summarized below.

a. Transportation Plannincj: The Applicant should be required to create atimeline with anticipated dates for obtaining major building permits fordemolition and construction work, including the date of occupancy. Thiswill also identify when a Construction Management Plan (CMP), TrafficManagement Plan (TMP), and updates to or validation of the findings ofthe Traffic Impact Study (TIS) should be submitted for review andapproval.

The CMP should:

• Identify the type, frequency, and routing of heavy trucks andconstruction related vehicles, and provide remedial measures, asnecessary;

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• Identify and limit vehicular activity related to construction outside thepeak periods of traffic, utilizing alternate routes for heavy trucks,provisions for on-site or off-site staging areas for construction workersand vehicles;

• Include preliminary or conceptual traffic control plans; and• Include the condition of roadways prior to the start of construction

activities so that the existing roadway can be restored to their originalor improved condition upon completion.

The TMP should include Traffic Demand Management (TDM) strategies,such as incentives for transit, bicycle, or walking to minimize the amount ofvehicular trips for daily activities by residents and employees, and aBicycle and Pedestrian Circulation Plan.

The TIS should be updated, or a separate analysis done, to evaluate anall-pedestrian signal phase at the intersections of Makaloa and Kapiolaniwith Keeaumoku.

The updated study should provide a pedestrian and multi-modal analysis,discuss compliance with “Complete Streets” design concepts, andconsider bulb-outs Makaloa Street. A post TIS will be requiredapproximately one year after the issuance of the Certificate of Occupancyto validate the traffic projections, distribution, and assignment contained inthe initial TIS. The recommendations of the report should beimplemented, in coordination with the DPP and DTS requirements. Theseare made conditions of approval.

b. Driveway, Sidewalk, and Pedestrian Circulation Design: The Projectincludes four distinct driveways along Makaloa Street, and two alongKapiolani. The shared exit driveways for the parking structure and servicevehicles along Makaloa Street at the east side of the property are notallowed. The loading area exit will create too many conflicts and shouldbe eliminated. Provisions should be made for the service vehicles to exitat another location, such as the existing one-way driveway entrance to theloading area. All maneuvering and loading activities must be containedon-site.

The proposed pedestrian connection between Kapiolani Boulevard andMakaloá Street is through a loading zone. The location, next to theexisting Walgreens, is hazardous, cavernous, and undefined. Thispathway should be safe, well lit, and differentiated from the loading zonefloor to identify the path. To create more desirable and functionalpedestrian circulation through the project, the path should be relocated.An improved pedestrian connection through the Project from MakaloaStreet to Kapiolani Boulevard should be provided. This should be acondition of approval.

Grade changes or fixed objects within the front yards are not consistentwith the TOD Plan. Therefore, any extension of the sidewalk should be

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built as an at-grade extension. The same material used for the sidewalksalong Kapiolani Boulevard and Makaloa Street should continue across allProject driveways to signal pedestrian priority. The design of the frontyard will be reviewed during the processing of the Major SD Permit.

The Applicant proposes to build and maintain a bus stop on KapiolaniBoulevard. The Applicant should coordinate with the DTS to design andconstruct the new bus shelter, and should be responsible for litter removaland cleaning of the bus stop shelter at no cost to the City. This should bea condition of approval.

2. Environmental Conditions: The site is fully developed with no expectation ofendangered flora or fauna on the site. While there are no exceptional trees on thesite, the Monkeypod trees along Kapiolani Boulevard contribute to theneighborhood identity and provide valuable shade to the entire corridor; theyshould be protected. If any of the trees are to be removed, they should berelocated along Kapiolani Boulevard to maintain the consistent canopy, subject toapproval from the Department of Parks and Recreation.

3. Archaeological Conditions: While DLNR SHPD did not respond to requests forcomment, the Office of Hawaiian Affairs (OHA) commented that various unmarkedburial sites have been discovered in the surrounding properties, including theWalmartlSam’s Club site across the street. Since the Project will involveexcavation of the site, an Archaeological Inventory Survey (AIS) with subsurfacetesting will be required after demolition of the existing structures. The Applicantshould acquire an approved AIS report and approved mitigation commitments andprotocols should cultural resources, including iwi, be identified during the AIS,These should be conditions of approval.

4. Infrastructure:

a. Water: The BWS commented that the existing water system is adequateto accommodate the proposed Project. The final decision on theavailability of water will be confirmed when the building permit applicationis submitted for approval.

The HFD commented that a water supply approved by the City, capable ofsupplying the required fire f row or fire protection must be provided to allpremises upon which facilities or buildings are constructed. This will beverified during the development and building permit phases when the civildrawings are routed to the HFD for review and approval.

b. Wastewater: The DPP’s Wastewater Branch approved the SewerConnection Application No. 201 6/SCA-1922 for the site onJanuary 11, 2017. There is an existing 36-inch sanitary sewer line withinKapiolani Boulevard. Due to known and anticipated changes to theProject, a modified or new Sewer Connection Application may be required.

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c. Drainage: Currently, the Project site generally slopes towards KapiolaniBoulevard and storm water runoff generally surface flows off-site toexisting storm water catch basins along •Makaloa Street and KapiolaniBoulevard. Limited landscaping exists on the site. The proposedlandscaping is insignificant and will not likely help reduce storm waterrunoff from the development. The Project will have to comply with theprevailing storm water quality standards at the time theconstruction! grading plans are submitted to the DPP’s Civil EngineeringBranch for review. The current soil erosion and water quality standardswill be superseded in their entirety with the Rules Relating to WaterQuality, effective August 16, 2017. Compliance with all applicabledrainage and storm water runoff requirements from other governmentagencies will be confirmed during the review of related developmentpermits and/or approvals.

d. Schools: The public schools that serve the Project site are KaahumanuElementary School, Washington Middle School, and McKinley HighSchool. The Department of Education should be consulted as the Projectproceeds with the permitting processes. However, according to theApplicant, the schools have excess capacity to serve the residents of theProject.

5. Mauka-Makai Orientation: The towers are sited in a mauka-makai orientation andprovide a variety of setbacks from the three frontages to reduce the canyon effecton Kapiolani Boulevard. As discussed earlier, the design generally follows thesetback standard of 20 feet above 60 feet, with lanais and a few other smallencroachments.

6. Public Views: The Project will not affect any public views. In the TOD Plan, themaximum height limit of the surrounding areas is 400 feet.

7. Shadow Study: The Applicant provided a shadow study, dated April 3, 2017. Thestudy shows that the incremental ground level shadowing from the tower is limitedand reasonable. Due to the low sun angles and inherently long shadows inDecember, much of the surrounding neighborhood at the ground level is alreadyin shade.

8. Wind Study: Based on a wind study, dated December 26, 2016, unacceptablewind activity is not anticipated at any ground floor area. Higher winds areexpected on the western part of the pool deck and on the “sky deck,” whereadditional wind control measures are recommended.

The Project provides several positive design features for wind control, includingwind screens and trees at the higher elevations. The study does not include theimpacts at the full height of the Affordable Tower, which could have a significantimpact on the pool deck on the seventh floor. An updated wind study and windtunnel test is recommended to quantify the wind conditions and evaluate theeffectiveness of the wind mitigation strategies for public areas or areas designatedfor private park dedication. The Applicant should conduct and implement the

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recommendations of the wind study. This will be required as a condition ofapproval.

9. Signape: No signage plan is provided as part of this application; therefore, thedevelopment will be limited to the standards for the BMX-3 Community BusinessMixed Use District established in the LUO. Considering the location, variety ofuses, specific design of the uses (ground floor entrances for upper4loorestablishments), and the opportunity for beneficial wayfinding signage, theApplicant should consider applying for a Zoning Adjustment for a Sign MasterPlan, which will allow additional signs and greater sign area across the site.

F. Guidelines for Review and Approval of the Conceptual Plan: In accordance with LUOSection 21-9.100-5(h), prior to the approval of a conceptual plan for an IPD-T Project, theCity Council must find that the Project concept, as a unified plan, is in the general interestof the public. The Applicant presented community benefits, some of which are, and someof which are not, actually beneficial to the general public. The following section analyzesthe Applicant’s proposed community benefits.

Qualifying Community Benefits: Of the proposed public benefits offered, thefollowing may be considered benefits in the general interest of the public:

a. Reserved space for one affordable housing unit: The Applicant did notprovide a value for this benefit, but according to the City’s AffordableHousing Requirement Financial Analysis, the value of this communitybenefit for an affordable unit in a prototype market-rate rental project (gapbetween development costs and projected revenue) is about $175,000.

b. Intersection improvements, such as the installation of two all-waypedestrian crossings and modifications to the lane movements to improvepedestrian safety and traffic flow: The Applicant values this at about$200,000.

c. The Applicant is proposing various streetscape improvements, such as abikeshare station, bus stop, and piece of public art. The Applicant valuesthe following community benefits at about $250,000:

A new bikeshare station that meets Bikeshare Hawaii’s minimum standardis a community benefit because the bikeshare stalls will encouragemulti-modal access to the site. The bikeshare station must be on privatelymaintained land, and should be paid for by the Applicant.

The construction and maintenance of a new bus shelter. Closecoordination with DTS is required to construct and maintain a public busstop as a community benefit.

The provision of public art. Any proposed public art should provide somesort of function to the neighborhood, or be reflective of the valuespromoted by the TOD Plan. Examples include a public clock, art bikerack, a creative take on the mass-transit system map, culturally significant

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statue, or something similar reflective of the dense transit accessibleneighborhood. Any planters or objects placed in the sidewalk should bestrategically located as to not adversely impact pedestrian movements.

2. Unacceptable Community Benefits: Of the Applicant’s proposed communitybenefits, the following are critical components of the Project, but are notconsidered community benefits because they would either normally be requiredas a condition of a development of this scale or will not benefit the public at large:

a. “Air rights” for 67 affordable housing units: The application notes thatthese “air rights” are valued at about $14 million.

Providing “air rights” for the eventual construction of the Affordable Units isnot a community benefit. The “air rights” do not guarantee the actual ortimely production of affordable housing. Only the actual production anddedication of affordable housing will be considered a community benefit.In order to have a total community benefits package that is commensuratewith the proposed height and density bonuses, the Applicant must provideadditional floor area for affordable housing, as detailed below. TheApplicant’s position that this Project should be largely exempt fromproviding affordable housing because the use of the dwellings as hotelunits is incorrect. Meeting the need for housing, particularly affordablehousing, is a primary goal of TOD in general, and is a prime reason foroffering density and height bonuses.

The Applicant is seeking a floor area bonus equal to about 509,547.5square feet over the base FAR of 2.76 that they achieved with the openspace bonus. The Applicant is currently showing about 49,861 square feetof and 68 units of affordable housing in the Affordable Tower.

b. Two public plazas totaling about 670 square feet: The Applicant valuesthis amenity at about $1.1 million.

These plazas are far too small to be considered useable or functional openspace for the public. The proposed TOD Special District (Bill 74, 2015)and Bill 15 (2017) sets guidelines for plazas. The minimum size,according to these bills, is 2,000 square feet per plaza. While these smallplazas are not considered community benefits, they do otherwise promotethe desired scale, outdoor seating opportunities, and general urban designprincipals of the TOD Plan. Additional opportunities for micro-plazas maybe sought to better serve the area, particularly along Makaloa Street;however, micro-plazas will not be considered a community benefit.

c. Amenity decks, terraces, balconies, and private open spaces: TheApplicant did not provide a valuation for these amenities.

These features are not community benefits. The spaces are notaccessible or available for the public at large. They may promotedesirable design elements, or provide open space opportunities for the

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residents and guests, but they are not beneficial to the general public andcannot be considered community benefits.

3. Required Community Benefits: Affordable housing units should be incorporatedand constructed as a component of the Project. The construction of theseaffordable housing units will result in the provision of community benefitscommensurate with the requested bonuses and design flexibility from the LUCand TOD Plan. Therefore, the Applicant should be required to provide thefollowing:

a. The timely construction of the 68 affordable rental housing units as shownin the exhibits.

b. The units should be available to households earning 80 percent of the AreaMedian Income (AMI) and below, for a minimum of 30 years.

To ensure the timely production of the required affordable housing, the certificateof occupancy (CC) for the Hotel and Penthouse Units should not be approvedprior to the issuance of a building permit for the affordable housing units.

C. Standards for Review. The highest degree of flexibility may be authorized by this permitfor those projects which demonstrate:

The ability to positively contribute to the economic enhancement of theaffected area, particularly with regard to providing a broad mix of uses anddiverse employment opportunities. The mix of uses provided by the Projectwill create new employment opportunities, primarily in the service and hotelindustries. The Applicant estimates approximately 410 permanent jobs will becreated. Employment opportunities will also be available during the constructionof the Project. The Project meets this standard of review.

2. The provision of measures and facilities to promote a highly functioning.safe, inter-connected, multi-modal circulation system, supporting eastaccess to. and effective use of the transit system on a pedestrian scale.The Applicant is proposing limited features that promote multi-modal circulation inthe area. The expanded sidewalks along Kapiolani Boulevard and Makaloa Streetwill facilitate pedestrian movements along the primary frontages of the Project. Ifsupported by the updated TIS, the new intersection crossing, bulb-outs, and otherimprovements will also improve the pedestrian circulation and safety in the area.The Applicant will also provide a new bikeshare station, on-site bicycle parking,and an upgraded bus stop.

The proposed development is about 600 feet from the future transit station, at aprominent intersection. Additional improvement to facilitate circulation will providea greater multi-modal experience and support access to transit. As a condition ofthis approval, the Applicant should be required to remove the loading zone exit onMakaloa Street, relocate the bikeshare station on-site, provide ground-levelshort-term bicycle parking, and redesign the pedestrian connection allowingpedestrians to safely walk from Makaloa Street to Kapiolani Boulevard. Upon

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implementation, the Project will meet this standard of review.

3. The provision of usable, safe, and highly accessible public accommodations,gathering spaces, pedestrian ways, bicycle facilities, and parks. TheApplicant is proposing about 4,149 square feet of public open space. Most of thisarea is the expanded sidewalks around the Project. The Applicant also proposestwo small plazas near the porte-cochere. The combined plazas are about 670square feet, and are too small to be considered usable to the public. The proposedTOD special district requires plazas that are being proposed as a communitybenefit to be a minimum of 2,000 square feet in area. Furthermore, the plazas,which should be shielded from the impact of heavy automobile activity whenpossible, front the porte-cochere entrance, and are adjacent to a loading zone andthe ramp to the parking lot. Any proposed plaza should be buffered from on-siteautomobile activities.

While the open space proposed is limited, the predominant feature of the groundfloor experience is the wide sidewalks, which will facilitate the movement ofpedestrians. The Applicant is also providing on-site bicycle facilities, and exceedsthe minimum lot coverage recommendation of the TOD Plan, which is at odds withproviding open space. The Applicant is encouraged to seek other opportunities toprovide additional open space, but the 4,149 square feet of open space, along withthe screened plazas and above-mentioned bicycle and pedestrian facilities willsatisfy this standard. This will be further evaluated during review of the SpecialDistrict Permit.

4. An appropriate mix of housing and unit types, particularly affordable and/orrental housing; with gualifying affordable housing being located on theprolect site or within at least one-half-mile of the same identified transitstation as the proiect site. “Affordable housing” for rental units meanshousing which is affordable to households earning up to 80 percent of theannual median income (AMI) for Oahu. The towers will contain six residentialpenthouse units for sale and 444 condo-hotel units. The Applicant is proposing toprovide one Affordable Unit and “air rights” for an additional 67 Affordable Units.The “air rights” is not a community benefit, as the actual and timely production ofAffordable Units must be guaranteed. The unit types and sizes are as follows: 28studio units (about 388 to 425 square feet in floor area), 24 one-bedroom units(575 to 594 square feet of floor area), and 16 two-bedroom units (850 to 940square feet of floor area). The Applicant should be required to construct theAffordable Units as a condition of this approval. This standard of review will beconsidered to be met when the building permit for the affordable housing units isissued.

5. General consistency with the Ala Moana Neighborhood TOD Plan, DraftFinal Plan, dated April 2016. The Project is a redevelopment of an automobileoriented midrise structure, which will increase the activity on the street in the area,create jobs within the rail corridor, and generally support rail ridership due to itsdensity and proximity to the future rail terminus. The Application does not complywith the TOD Plan in a number of ways. The Project includes a podium thatencroaches into the height setback with automobile-oriented accommodations (a

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prominent parking podium and porte-cochere, and excessive parking and loadingspaces), and does not comply with build-to lines along Makaloa Street.

Finally, the building frontage along Makaloa Street is generally set back aboutseven feet from the property line, which is more than the five-foot build-to lineproposed in the TOD Plan. To meet this standard, at least 65 percent of thebuilding frontage, or an equivalent pedestrian-friendly feature (such as a planters,trellis, or seating) along Makaloa Street should meet the five-foot build-to line.

If the plans are modified as described, the Project will meet this standard ofreview.

The requested Project boundaries and requested flexibility with respect to developmentstandards and use regulations are generally consistent with the objectives of TOD andthe provisions enumerated in Section 21-9.100-4 and 21-9.100-5, subject to therecommended conditions of approval. Therefore, the DPP recommends approval of theconceptual Project plan, subject to conditions of approval.

IV. CONCLUSIONS OF LAW

Based on the foregoing Findings, the Director has made the following conclusions:

A. The Project concept, as a unified plan, will not adversely affect adjoining uses, and is inthe general interest of the public, under certain recommended revisions;

B. The requested Project boundaries and requested flexibility with respect to developmentstandards are consistent with the objectives of TOD and the provisions enumerated inSection 21-9.100-4, subject to compliance with the conditions of approval; and

C. Upon implementation of the conditions of approval, the requested flexibility with respectto development standards and use regulations is commensurate with the public amenitiesand community benefits proposed.

V. RECOMMENDATIONS

Based on the Analysis and Conclusions, the Director of the Department of Planning andPermitting (DPP) hereby recommends the Interim Planned Development—Transit (IPD-T) Permitapplication for the 1500 Kapiolani Condo-Hotel and Residential Condominium, as conceptuallyshown in Exhibits A-i through F-4 (Project), be APPROVED, subject to the following conditions:

A. Within 10 working days of City Council approval of the IPD-T Permit for 1500 Kapiolani,the Applicant shall submit an application for a Major Special District Permit, includingdetailed plans and drawings of the Project.

B. The maximum permitted floor area for the site shall be 727,725 square feet (Floor AreaRatio [FARJ about 9.21).

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C. The maximum height of the Project shall be 400 feet. Rooftop structures must conform tothe Land Use Ordinance (LUO) Section 21-4.60(c).

D. The minimum number of parking spaces for the Project shall be 274 spaces. Themaximum shall be 487 spaces. Furthermore, the required minimum number of loadingspaces may be reduced to 7 loading spaces, at least half of which must be full-size.

E. The required yard (buildable area boundary) for the Project shall be as follows: five feetalong Keeaumoku (existing), five feet along Makaloa Street, 12 feet along KapiolaniBoulevard, and no setback along the common property line. Only existing structures,converted existing sfructures, awnings, or architectural features approved by the DPPmay encroach into these required yards. A minimum of 65 percent of the buildingfaçades or pedestrian-friendly features along Kapiolani Boulevard and Makaloa Streetmust be sited on the buildable area boundary line.

F. The height setback shall be a continuous plane from the buildable area boundary line to aheight of 60 feet, at which point buildings shall be set back 20 feet. Buildingencroachments into the height setback must be active spaces (lanais, passive recreation,or eating establishments), or must be screened by a green wall, as shown in the exhibitsand plans.

0. The Applicant shall provide a minimum of 68 Affordable Units (4g,861 square feet) forhouseholds with incomes not exceeding 80 percent Area Median Income for a minimumperiod of 30 years as generally shown in the Exhibits. Prior to the approval of aCertificate of Occupancy for the Hotel use and Penthouse Units, a building permit mustbe approved for the required affordable housing units.

H. The Applicant shall provide a safe, well-lit, paved pedestrian pathway from KapiolaniBoulevard to Makaloa Street through the Project. A ground floor pedestrian connectionbetween the Hotel lobby and Makaloa Street should be considered.

The Applicant shall install sharrows on Makaloa Street in both directions betweenKeeaumoku Street and Kaheka Street.

J. Prior to the submittal of a building permit application, the Applicant shall:

1. Complete an agreement with Bikeshare Hawaii to implement, fund, construct, andmaintain an on-site bikeshare station with a minimum of 20 docking stations, or asdeemed appropriate by Bikeshare Hawaii.

2. Submit an updated wind study, which quantifies the wind conditions and theeffectiveness of the proposed wind mitigation strategies. The recommendationsof the updated wind study should be implemented.

3. Submit revised plans for approval by the DPP showing:

a. Activation of the areas along the perimeter of the parking podium frontingKapiolani Boulevard and Makaloa Street. These may include open lanais,eating and drinking establishments, or green walls.

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b. The removal of the exit only loading driveway on Makaloa Street.

c. A screening hedge or similar plantings buffering the two small plazas fromnearby parking and loading inside the porte-cochere, and showing that allloading zones are adequately screened from public view.

d. A redesigned ground floor that better complies with the build-torequirements along Makaloa Street, and incorporates a safe and well-litpedestrian connection between Makaloa Street and Kapiolani Boulevard.

e. A tower height setback along the side property line of at least 20 feet fromthe tower face to the property line.

4. Submit a revised parking plan for approval by the DPP to confirm:

a. The number of off-street parking spaces.

b. That the redesigned parking and loading areas allow all vehicles to enterand exit the Project in a forward manner.

5. Submit a bicycle parking plan for approval by the DPP to identify:

a. A minimum of 157 bicycle parking spaces, 21 of which should beconveniently located on the ground floor, on private property, and nearentrances to the various establishments.

b. The new location of the on-site bikeshare station.

K. Prior to approval of a building permit for demolition of existing structures, the Applicantshall provide the following:

An updated Traffic Impact Study (TIS), or separate analysis, confirming the needfor two all-pedestrian crosswalks. The study should also evaluate the installationof a leading pedestrian interval intersection. Bulb-outs along Makaloa Streetshould be evaluated where street parking is to be retained. The expectation isthat these types of signal phases and right-of-way improvements will be installedas a community benefit, along with any possible lane use changes, pending theupdated study/analysis.

2. A timeline or phasing plan of the anticipated dates to obtain major buildingpermit(s) for demolition/construction work, including the projected date ofoccupancy, shall be prepared by the Applicant in a format acceptable to the DPP.The timeline should identify when the Construction Management Plan (CMP), theTraffic Management Plan (TMP), and updates and/or validation to the findings ofthe TIS dated February 2017, will be submitted for review and approval.Typically, the CMP should be submitted for review and approval prior to theissuance of demolition/building permits for major construction work. The TMP orsubsequent updates should be submitted and approved prior to the issuance of

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the (temporary) CO. The TIS, including supplemental studies or subsequentupdates, should be submitted and approved prior to the commencement of eachmajor phase of work, as required. A new TIS may be required if there is asignificant change to the scope or timing of the major work items contained in theinitial report.

3. The CMP shall identify the type, frequency and routing of heavy trucks, andconstruction related vehicles. Every effort shall be made to minimize impactsfrom these vehicles and related construction activities. The CMP should identifyand limit vehicular activity related to construction to periods outside of the peakperiods of traffic, utilizing alternate routes for heavy trucks, provisions for eitheron-site or off-site staging areas for construction related workers and vehicles tolimit the use of on-street parking around the Project site and other mitigationmeasures related to traffic and potential neighborhood impacts. Preliminary orconceptual traffic control plans should also be included in the CMP. TheApplicant shall document the condition of roadways prior to the start ofconstruction activities and provide remedial measures, as necessary, such asrestriping, road resurfacing and/or reconstruction if the condition of the roadwayshas deteriorated as a result of the related construction activities.

4. A TMP shall include Traffic Demand Management (TDM) strategies to minimizethe amount of vehicular trips for daily activities by residents and employees. TOMstrategies could include carpooling and ride sharing programs, transit, bicycle andpedestrian incentives, and other similar TDM measures. A pedestrian and bicyclecirculation plan should also be included to provide accessibility and connectivity toand along the surrounding public sidewalks and at street intersections, as itrelates to complete streets initiatives. A post TMP will be required approximatelyone year after the issuance of the COs to validate the relative effectiveness of thevarious TDM strategies identified in the initial report.

L. The Applicant shall coordinate with the City Department of Transportation Services to:

1. Design, build, and maintain a new bus stop and shelter on Kapiolani Boulevard.

2. Show compliance with Complete Streets policies.

3. Realign signals and consider future lane alignments on Kapiolani Boulevard.

4. Adequately mitigate safety concerns of the exit-only loading driveway off KapiolaniBoulevard.

5. Ensure that all access driveways are designed with the highest pedestrian andbicycle safety measures in place.

M. The Applicant shall coordinate with the State Department of Transportation to review anyupdated studies, which must include a study of the possible impacts on the Ala MoanaBoulevard, which is a State maintained urban principal arterial roadway.

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N. Prior to applying for any permit for ground disturbance, the Applicant shall prepare andsubmit an archaeological inventory survey to the Department of Land and NaturalResources, State Historic Preservation Division (SHPD) for review and approval.

0. In the event that subsurface historic resources, including human skeletal remains,structural remains, cultural deposits, artifacts, sand deposits, or sink holes are identifiedduring the demolition and/or construction activities, all work shall cease in the immediatevicinity of the find. The Applicant shall protect the find from additional disturbance andcontact the SHPD immediately. Without any limitation to any other condition foundherein, if any burials or archaeological or historic sites are discovered during the courseof construction of the Project, all construction activity in the vicinity of the discovery shallstop until the issuance of an archaeological clearance from the SHPD that mitigationmeasures have been implemented to its satisfaction.

P. The Applicant shall be responsible for the coordination with applicable public agenciesand compliance with applicable regulations for the construction of the proposed Project.

Q. The Applicant shall be responsible for the maintenance of all constructed improvementsnot otherwise accepted by the City/State for maintenance.

R. Approval of this IPD-T Permit does not constitute compliance with other LUD orgovernmental agencies’ requirements, including building permit approval. They aresubject to separate review and approval. The Applicant shall be responsible for ensuringthat the final plans for the Project approved under this permit comply with all applicableLUO and other governmental provisions and requirements.

S. The Project shall receive a development permit for the proposed development within twoyears of the date of the Special District Major permit. Failure to obtain a developmentpermit within this period shall render this permit null and void, provided that this periodmay be extended as follows:

The Director of the DPP may extend this period if the Applicant demonstrates goodcause, but the period shall not be extended beyond one year from the initial deadlinewithout the approval of the City Council, which may grant or deny the approval in itscomplete discretion. If the Applicant has demonstrated good cause for the extension, theDirector shall prepare and submit to the Council a report on the proposed extension,which shall include the Director’s findings and recommendations thereon. The Councilmay approve the proposed extension or an extension for a shorter or longer period, ordeny the proposed extension, by adoption of a committee report or resolution. If theCouncil fails to take final action on the proposed extension within the first to occur of:(1) Sixty days after receipt of the Director’s report, or (2) The Applicant’s then-existingdeadline for obtaining a building permit; the extension shall be deemed denied.

25

T Construction shall be in general conformity with the approved plans on file with the DPP.Any change in the size or nature of the Project which significantly alters the proposeddevelopment shall require a new application. Any change which does not significantlyalter the proposed Project shall be considered a minor modification and, therefore,permitted under this resolution, upon review and approval of the Director of theDepartment of Planning and Permitting.

Dated at Honolulu Hawaii, this 11th day of August, 2017.

Department of Planning and PermittingCity and County of HonoluluState of Hawaii

By /4 /

Kathy K. Sok gawaActing Direc or

Attachments

VICINITY MAP

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LOCATION MAPMAKIKI-ALA MOANATAX MAP KEY(S): 2-3-21; 07,08,09,10FOLDER NO.: 2017!SDD-24

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3APRIL2OT7 sc.4~

CITY COUNCILCITY AND COUNTY OF HONOLULU N

HONOLULU, HAWAII 0.

RESOLUTION

APPROVING A CONCEPTUAL PLAN FOR AN INTERIM PLANNEDDEVELOPMENT-TRANSIT PROJECT FOR THE DEVELOPMENT OF THE1500 KAPIOLANI CONDO-HOTEL AND RESIDENTIAL DEVELOPMENT PROJECT.

WHEREAS, On April 17, 2017, the Department of Planning and Permitting(°DPP”) accepted the application (DPP Reference Numbers 2O17ISDD-24) ofManaolana AREP Ill Holdings, LLC (herein referred to as the “Applicant’) for an InterimPlanned Development-Transit (IPD-T) permit to redevelop 78,973 square feet of landWith a mixed use, condo-hotel, residential, and commercial project in the Ala Moananeighborhood on land zoned BMX-3 Community Business Mixed Use District, located at1460, 1470, 1488, and 1500 kapiolani Boulevard, and identified as Tax MapKey 2-3-021: 007 through 010 (herein referred to as the “Project”); and

WHEREAS, the Project is proposed to include the demolition of the existing mid-rise commercial and parking structure and the development of a 444-unit full-servicehotel, six residential penthouse units, one affordable housing unit, “air rights” for 67affordable rental units, lobbies, private and semi-private residential amenity and activityareas, 517 parking spaces, 157 bicycle parking spaces, a six-story parking podium, anamenity deck With a pool, eating and drinking establishments, a ballroom, ground floorcommercial and restaurant spaces, two small public plazas, and other ground floorpedestrian and right-of-way improvements; and

WHEREAS, on June 28, 2017, the DPP held a Public Hearing Which wasattended by the Agent and its representatives, Applicant and its representative, andapproximately 45 members of the public; testimony was offered by 10 members of thepublic at the hearing; and

WHEREAS, on ______________, the DPP, having duly considered all evidenceand reports of said public hearing and the review guidelines established inSection 21-2.110-2 and 21-9.100-5 of the Land Use Ordinance (LUO), completed itsreport and transmitted its findings and recommendation of approval to the Council byDepartmental Communication (2017); and

WHEREAS, the conceptual plan for the Project is set forth in the exhibitsattached hereto as Exhibits B-i through B-5, C-i through C-15, D-i through D-6, E-1through E-5, and F-i through F-4, and is further described in DepartmentalCommunication (2017), all of which are incorporated herein by this reference; and

l500KapiolaniReso D 6 0 21

CITY COUNCILCITY AND COUNTY OF HONOLULU No

HONOLULU, HAWAII

RESOLUTION

WHEREAS, the City Council, having received the findings and recommendationof the DPP on ____________, and having duly considered the mailer, desires toapprove the conceptual plan for the Project, subject tp the conditions enumeratedbelow; now, therefore,

BE IT RESOLVED by the Council of the City and County of Honolulu that theconceptual plan for the IPD-T Project is approved under the following conditions,subject to the following conditions:

A. Within 10 Working days of City Council approval of the IPD-T Permit for 1500Kapiolani, the Applicant shall submit an application for a Major Special DistrictPermit, including detailed plans and drawings of the Project.

B. The maximum permitted floor area for the site shall be 727,725 square feet(Floor Area Ratio [FAR] about 9.21).

C. The maximum height of the Project shall be 400 feet. Rooftop structures mustconform to the Land Use Ordinance (LUO) Section 21-4.60(c).

D. The minimum number of parking spaces for the Project shall be 274 spaces.The maximum shall be 487 spaces. Furthermore, the required minimum numberof loading spaces may be reduced to 7 loading spaces, at least half of whichmust be full-size.

E. The required yard (buildable area boundary) for the Project shall be as follows:five feet along Keeaumoku (existing), five feet along Makaloa Street, 12 feetalong Kapiolani Boulevard, and no setback along the common property line.Only existing structures, converted existing structures, awnings, or architecturalfeatures approved by the DPP may encroach into these required yards. Aminimum of 65 percent of the building façades or pedestrian-friendly featuresalong Kapiolani Boulevard and Makaloa Street must be sited on the buildablearea boundary line.

F. The height setback shall be a continuous plane from the buildable area boundaryline to a height of 60 feet, at which point buildings shall be set back 20 feet.Building encroachments into the height setback must be active spaces (lanais,passive recreation, or eating establishments), or must be screened by a greenwall, as shown in the exhibits and plans.

1 500kapiolaniReso

2

CITY COUNCILCITY AND COUNTY OF HONOLULU No

HONOLULU, HAWAII

RESOLUTION

G. The Applicant shall provide a minimum of 68 Affordable Units (49,861 squarefeet) for households with incomes not exceeding 80 percent Area Median Incomefor a minimum period of 30 years as generally shown in the Exhibits. Prior to theapproval of a Certificate of Occupancy for the Hotel use and Penthouse Units, abuilding permit must be approved for the required affordable housing units.

H. The Applicant shall provide a safe, well-lit, paved pedestrian pathway fromKapiolani Boulevard to Makaloa Street through the Project. A ground floorpedestrian connection between the Hotel lobby and Makaloa Street should beconsidered.

The Applicant shall install sharrows on Makaloa Street in both directions betweenKeeaumoku Street and Kaheka Street.

J. Prior to the submittal of a building permit application, the Applicant shall:

1. Complete an agreement with Bikeshare Hawaii to implement, fund,construct, and maintain an on-site bikeshare station with a minimum of 20docking stations, or as deemed appropriate by Bikeshare Hawaii.

2. Submit an updated wind study, which quantifies the wind conditions andthe effectiveness of the proposed wind mitigation strategies. Therecommendations of the updated wind study should be implemented.

3. Submit revised plans for approval by the DPP showing:

a. Activation of the areas along the perimeter of the parking podiumfronting Kapiolani Boulevard and Makaloa Street. These mayinclude open lanais, eating and drinking establishments, or greenwalls.

b. The removal of the exit only loading driveway on Makaloa Street.

c. A screening hedge or similar plantings buffering the two smallplazas from nearby parking and loading inside the porte-cochere,and showing that all loading zones are adequately screened frompublic view.

d. A redesigned ground floor that better complies with the build-torequirements along Makaloa Street, and incorporates a safe and

l500KapioIaniReso

3

CITY COUNCILCITY AND COUNTY OF HONOLULU No

HONOLULU, HAWAII

RESOLUTION

well-lit pedestrian connection between Makaloa Street andKapiolani Boulevard.

e. A tower height setback along the side property line of at least 20feet from the tower face to the property line.

4. Submit a revised parking plan for approval by the DPP to confirm:

a. The number of off-street parking spaces.

b. That the redesigned parking and loading areas allow all vehicles toenter and exit the Project in a forward manner.

5. Submit a bicycle parking plan for approval by the DPP to identify:

a. A minimum of 157 bicycle parking spaces, 21 of which should beconveniently located on the ground floor, on private property, andnear entrances to the various establishments.

b. The new location of the on-site bikeshare station.

K. Prior to approval of a building permit for demolition of existing structures, theApplicant shall provide the following:

1. An updated Traffic Impact Study (TIS), or separate analysis, confirmingthe need for two all-pedestrian crosswalks. The study should alsoevaluate the installation of a leading pedestrian interval intersection. Bulb-outs along Makaloa Street should be evaluated where street parking is tobe retained. The expectation is that these types of signal phases andright-of-way improvements will be installed as a community benefit, alongwith any possible lane use changes, pending the updated study/analysis.

2. A timeline or phasing plan of the anticipated dates to obtain major buildingpermit(s) for demolition/construction work, including the projected date ofoccupancy, shall be prepared by the Applicant in a format acceptable tothe DPP. The timeline should identify when the Construction ManagementPlan (CMP), the Traffic Management Plan (TMP), and updates and/orvalidation to the findings of the TIS dated February 2017, will be submittedfor review and approval. Typically, the CMP should be submitted forreview and approval prior to the issuance of demolition/building permits for

1 SOOKapioianiReso4

CITY COUNCILCITY AND COUNTY OF HONOLULU No

HONOLULU, HAWAII

RESOLUTION

major construction work. The TMP or subsequent updates should besubmitted and approved prior to the issuance of the (temporary) CO. TheTIS, including supplemental studies or subsequent updates, should besubmitted and approved prior to the commencement of each major phaseof work, as required. A new TIS may be required if there is a significantchange to the scope or timing of the major work items contained in theinitial report.

3. The CMP shall identify the type, frequency and routing of heavy trucks,and construction related vehicles. Every effort shall be made to minimizeimpacts from these vehicles and related construction activities. The CMPshould identify and limit vehicular activity related to construction to periodsoutside of the peak periods of traffic, utilizing alternate routes for heavytrucks, provisions for either on-site or off-site staging areas forconstruction related workers and vehicles to limit the use of on-streetparking around the Project site and other mitigation measures related totraffic and potential neighborhood impacts. Preliminary or conceptualtraffic control plans should also be included in the CMP. The Applicantshall document the condition of roadways prior to the start of constructionactivities and provide remedial measures, as necessary, such asrestriping, road resurfacing and/or reconstruction if the condition of theroadways has deteriorated as a result of the related construction activities,

4. A TMP shall include Traffic Demand Management (TDM) strategies tominimize the amount of vehicular trips for daily activities by residents andemployees. TDM strategies could include carpooling and ride sharingprograms, transit, bicycle and pedestrian incentives, and other similarTDM measures. A pedestrian and bicycle circulation plan should also beincluded to provide accessibility and connectivity to and along thesurrounding public sidewalks and at street intersections, as it relates tocomplete streets initiatives. A post TMP will be required approximatelyone year after the issuance of the COs to validate the relativeeffectiveness of the various TDM strategies identified in the initial report.

L. The Applicant shall coordinate with the City Department of TransportationServices to:

Design, build, and maintain a new bus stop and shelter on KapiolaniBoulevard.

1 SOOkapiolanifleso

5

CITY COUNCILCITY AND COUNTY OF HONOLULU N

HONOLULU, HAWAII O•

RESOLUTION

2. Show compliance with Complete Streets policies.

3. Realign signals and consider future lane alignments on KapiolaniBoulevard.

4. Adequately mitigate safety concerns of the exit-only loading driveway offKapiolani Boulevard.

5. Ensure that all access driveways are designed with the highest pedestrianand bicycle safety measures in place.

M. The Applicant shall coordinate with the State Department of Transportation toreview any updated studies, which must include a study of the possible impactson the Ala Moana Boulevard, which is a State maintained urban principal arterialroadway.

N. Prior to applying for any permit for ground disturbance, the Applicant shallprepare and submit an archaeological inventory survey to the Department ofLand and Natural Resources, State Historic Preservation Division (SHPD) forreview and approval.

0. In the event that subsurface historic resources, including human skeletalremains, structural remains, cultural deposits, artifacts, sand deposits, or sinkholes are identified during the demolition and/or construction activities, all workshall cease in the immediate vicinity of the find. The Applicant shall protect thefind from additional disturbance and contact the SHPD immediately. Without anylimitation to any other condition found herein, if any burials or archaeological orhistoric sites are discovered during the course of construction of the Project, allconstruction activity in the vicinity of the discovery shall stop until the issuance ofan archaeological clearance from the SHPD that mitigation measures have beenimplemented to its satisfaction.

P. The Applicant shall be responsible for the coordination with applicable publicagencies and compliance with applicable regulations for the construction of theproposed Project.

Q. The Applicant shall be responsible for the maintenance of all constructedimprovements not otherwise accepted by the City/State for maintenance.

1 500KapiolaniReso

6

CITY COUNCILCITY AND COUNTY OF HONOLULU No

HONOLULU, HAWAII

RESOLUTION

R. Approval of this IPD-T Permit does not constitute compliance with other LUC orgovernmental agencies’ requirements, including building permit approval. Theyare subject to separate review and approval. The Applicant shall be responsiblefor ensuring that the final plans for the Project approved under this permit complywith all applicable LUQ and other governmental provisions and requirements.

S. The Project shall receive a development permit for the proposed developmentwithin two years of the date of the Special District Major permit. Failure to obtaina development permit within this period shall render this permit null and void,provided that this period may be extended as follows:

The Director of the DPP may extend this period if the Applicant demonstratesgood cause, but the period shall not be extended beyond one year from the initialdeadline Without the approval of the City Council, which may grant or deny theapproval in its complete discretion. If the Applicant has demonstrated goodcause for the extension, the Director shall prepare and submit to the Council areport on the proposed extension, which shall include the Director’s findings andrecommendations thereon. The Council may approve the proposed extension oran extension for a shorter or longer period, or deny the proposed extension, byadoption of a committee report or resolution. If the Council fails to take finalaction on the proposed extension within the first to occur of: (1) Sixty days afterreceipt of the Director’s report, or (2) The Applicant’s then-existing deadline forobtaining a building permit; the extension shall be deemed denied.

T. Construction shall be in general conformity with the approved plans on file withthe DPP. Any change in the size or nature of the Project which significantlyalters the proposed development shall require a new application. Any changewhich does not significantly alter the proposed Project shall be considered aminor modification and, therefore, permiffed under this resolution, upon reviewand approval of the Director of the Department of Planning and Permitting.

1 SOOKapiolaniReso7

CITY COUNCILCITY AND COUNTY OF HONOLULU

HONOLULU, HAWAII

RESOLUTION

No.

BE IT FINALLY RESOLVED that copies of this resolution be transmitted toKathy K. Sokugawa, Acting Director of the Department of Planning and Permitting, 650South King Street, 7th Floor, Honolulu, Hawaii 96813; Manaolana AREP Ill HoldingsLLC, 11111 Santa Monica Boulevard, Suite 2250, Los Angeles, California 90025-7201;and Keith Kurahashi of R.M. Towill Corporation, 2024 North King Street, Suite 200,Honolulu, HawaU, 98619-3494.

Honolulu, Hawaii

1 SOOKapiolanifleso

Council members

INTRODUCED BY:

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