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June 1, 2016

Daniel E. Orodenker, Executive OfficerLand Use Commission235 South Beretania Street, Suite 406Honolulu, Hawaii 96813

Subject: Docket No. A87-610, Trustees of the Estate of Bernice Pauahi Bishopdba Kamehameha Schools, Successor Petitioner to Tom Gentry and Gentry-Pacific, Ltd.

Dear Mr. Orodenker:

On behalf of Successor Petitioner, Trustees of the Estate of Bernice Pauahi Bishop, dbaKamehameha Schools ("KS"), we hereby submit this 2016 annual report to the State of Hawaii LandUse Commission.

By Findings of Fact, Conclusions of Law and Decision and Order filed May 17, 1988, the Stateof Hawai'i Land Use Commission ("Commission") reclassified approximately 1,395 acres of landsituate at Waiawa, Ewa, Oahu (the "KS Property"), from the State Land Use Agricultural District to theState Land Use Urban District, subject to 10 conditions of approval. By Order dated November 30,1990, the Commission amended Condition No. 6, and reaffirmed all other conditions to the 1988Decision and Order) Then, on November 26, 2014, the Commission issued its Order Granting Motionfor Order Amending Findings of Fact, Conclusions of Law and Decision and Order Dated May 17,1988, subject to 16 conditions of approval (the "2014 Order").

KS sought the Commission's approval under the 2014 Order so that it could have time toreevaluate the development proposal that had originally been presented to the Commission, while at thesame time, for an interim period, pursue a means of obtaining some financial return on the KS Property,in a manner consistent with KS' five values of: (1) culture; (2) environment; (3) education; (4)

1 After the Commission approved the Urban District reclassification in 1988, rezoning approvals were sought fromthe Honolulu City Council. In 1998 the City Council passed Ordinance 98-55, amending a portion of theDevelopment Plan Land Use Map to support the Waiawa project. Next, the City Council approved the rezoning ofapproximately 1,049 acres within the KS Property. Ordinance Nos. 98-01, effective January 15, 1998 (as amended

by Ordinance 98-69, effective December 17, 1998) rezoned 874 acres within the KS Property from RestrictedAgriculture (AG-1) to Neighborhood Business District (B1), Community Business District (B2), Low DensityApartment District (A1), Industrial-Commercial Mixed Use District (IMXl), Residential (RS) and GeneralPreservation (P-2). Ordinance No. 03-01, effective February 12, 2003, rezoned 175.43 acres within the KS Property

from AG-1 to R-5, A-l, Medium Density Apartment District (A-2) and P-2. Copies of these zoning ordinances were

previously transmitted for your files.

567 South King Street Honolulu, Hawai'i 96813-3036 Telephone (808) 523-6200Founded and Endowed by the Legacy of Princess Belmice Pauahi Bishop

llPage

Daniel E. Orodenker, Executive OfficerLand Use CommissionJune 1, 2016

economics; and (5) community. To that end, KS sought Commission approval to utilize a portion of theKS Property (approximately 655 acres) for the development of a utility scale solar farm. Phase 1 of thesolar farm project was planned to be within approximately 387-acres and could generate up to 50 MWof power. Phase 2 of the solar farm was planned to be within approximately 268-acres of the KSProperty, and could generate up to 65 MW of power. The development of a renewable energy projectwas determined by KS to be consistent with the values, vision, mission, guiding principles and strategicgoals set forth in the KS Strategic Plan 2000 - 2015, and the 2009 KS Strategic Agricultural Plan.

In the time since the Commission's approval of the 2014 Order, the proposed solar farmdeveloper, SunEdison, experienced some difficulty obtaining certain approvals from the Public UtilitiesCommission for the Waiawa project, which jeopardized its agreements with Hawaiian Electric. Assuch, KS continues to explore acceptable alternatives that will result in the development of a solar farmwithin a portion of the KS Property, for the allowed interim period (35-years from the date of the 2014Order), while at the same time KS continues to analyze master plan options for the entirety of the KSProperty, as required under the 2014 Order.

A matrix of all of the Commission's conditions of approval in this Docket, and the statusof those conditions, is enclosed. Please feel free to contact me at 534-8033 if you have anyquestions regarding this report.

Very truly yours,

RPaul KayKAMEHAMEHASCHOOOLSDevelopment Director, Commercial Real Estate

Enclosure(s)

CC: w/o enclosures

Mr. Leo Asuncion,

Mr. George AttaMr. Luis Salaveria

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DAVID Y. IGEGOVERNOR OF HAWAII

STATE OF HAWAIIDEPARTMENT OF LAND AND NATURAL RESOURCES

SUZANNE D. CASECHAIRPERSON

BOARD OF LAND AND NATURAL RESOURCESCOMMISSION ON WATER RESOURCE blANAOEMIÿ.ÿiqT

KEKOA KALUHIWAFIRST DEPUTY

JEFFREY T. PEARSONDEPUTY DIRECTOR - WATER

STATE HISTORIC PRESERVATION DIVISIONKAKUHIHEWA BUILDING

601 KAMOKILA BLVD, STE 555KAPOLEI, HAWAII 96707

AQUATIC RESOURCESBOATING AND OCEAN RECREATION

BUREAU OF CONVEYANCESCOM]MISSION ON WATER RESOURCE MANAGEMENT

CONSERVATION AND COASTAL LANDSCONSERVATION AND RESOURCES ENFORCEMENT

ENOnÿERINOFORESTRY AND WILDLIFEMISTORIC PRESERVATION

KAHOOLAWE ISLAND RESERVE COMMISSIONLAND

STATE PARKS

September 14, 2015

Chris Monahan, PhD, PrincipalTCP Hawai'i LLC333 Aoloa Street, #303Kailua, HI 96734

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LogNo. 201ÿ.01827.,ÿtÿ"Doc. No. 150ÿL01ÿiÿ:[iiA h I av

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Dear Dr. Monahan:

SUBJECT: Chapter 6E-42 Historic Preservation ReviewArchaeological Preservation Plan for State Site No. 50-80-09-2273,Features 14 (portion), 19, 22, and 23 (portion), Kamehameha Schools' LandWaiawa Ahupua'a, 'Ewa District, Island of O'ahuTMK: (1) 9-4-004:024 portion

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Thank you for the opportunity to review the draft report titled Archaeological Preservation Plan State Site No. 50-80-09-2273 Features 14 (Portion), 19, 22 & 23 (Portion) Kamehameha Schools' Land in Waiawa Ahupua 'a, 'EwaDistrict, 0 'ahu Island, Hawai 'i TMK (1) 9-6-004:024 (portion) (Monahan, May 2015). We received this submittalon May 12, 2015; we apologize for the delay and thank you for your patience. SHPD requested an archaeologicalinventory survey be conducted due to the potential for proposed project plans to affect historic properties (June 12,2014; Log No. 2014.02357, Doc. No. 1405GC14). The landowner, Kamehameha Schools (KS), proposes to developa 50 megawatt solar facility on a portion of the property. The archaeological inventory survey (Monahan, September2014) was reviewed and accepted by SHPD on April 24, 2015 (Log No. 2014.04229, Doc. No. 1504GC15).

The archaeological inventory survey (AIS) provided surface coverage of the entire 1,395-acre project area whichincluded two existing access roads and two proposed utility tie-ins. Subsurface testing consisted of a single hand-excavated unit placed to examine whether a small, dry-stacked terrace in Gulch C (Site 50-80-09-2273, Feature 21)was pre-Contact or plantation-era in age and association. Large-scale non-historic properties identified within theproject area include recent earthen roads with low berms formed when the roads were graded or scraped; evidenceof recent modification by civil engineers to control flooding of the landscape near two of the old reservoirs, Gulch C(Reservoir 3 on historic maps) and Gulch B (Reservoir 1-A on historic maps), and a long, heavily-built earthen bermin the northwest portion of the property, north of Gulch A, in an area of former workers' camp.

The accepted AIS report (Monahan 2015) indicated that three previous archaeological surveys have includedportions of the current project area (Barrera 1987, Goodman and Nees 1991, and Thurman et al. 2012). Portions of adata recovery project also extended into the project area (Sinoto and Pantaleo 1994, 1995). Five historic properties(Sites 50-80-09-2262, 2270, 2271, 2272, and 2273) have been documented within or extending into the currentproject area. Of these, three were further documented during the AIS (Sites 2270, 2271, and 2273); not furtherdocumented were Site 2262 (a small lithic scatter) and Site 2272 (WWII and later military concrete buildings andstock pile areas); Site 2262 was fully collected during the Goodman and Nees (1991) survey, and no evidence wasfound of possible Site 2272 features within the three areas previously identified in Figure 7 as having been used formilitary storage. Monahan (2015) indicates that no historic properties were newly identified. Site 2270 is a networkof roads and railroad right-of-ways consisting of 28 features, Site 2271 is the remains of workers' camps and other

Dr. MonahanSeptember 14, 2015Page 2

facilities represented by two extant features, and Site 2273 is an irrigation system consisting of 25 features. Themost significant features of Site 2271-the Japanese cemetery (Feature 3) and the cannery (Feature 1)-were subjectto data recovery work by Sinoto and Pantaleo (1994, 1995).

Pursuant to Hawaii Administrative Rule (HAR) § 13-284-6, Monahan (2015) assessed Site 2270 as significant underCriterion d for its informational value regarding geospatial location, extent, and character of the plantation roads andtemporary railroad in Waiawa built around or just after the turn of the 19th/20th century. Site 2273 was assessed assignificant under Criterion c for its distinctive construction method and Criterion d for its information value. LikeSite 2270, Site 2273 provides important data on geospatial location, extent, and character of the plantation irrigationinfyastructure in Waiawa Uka built by the Oahu Sugar Company and its association with the nearby Waiÿhole DitchSystem (upslope and mauka of the current project area). Site 2271 Feature 1 (structural remnants) was assessed assignificant under Criterion d for its information content relative to plantation working conditions in the early tomiddle 20th century, while Site 2271 Feature 2 (camp debris) was assessed as not significant. Per HAR §13-284-7,the project effect determination was "effect, with proposed mitigation commitments." Of the three historicproperties, no further work was recommended for Site 2270 and Site 2271 which were assessed as having yieldedtheir informational and research value. The proposed mitigation was "preservation of certain features of Site 2273."SHPD concurred with the site significance assessments and the mitigation commitments, and the development of anarchaeological monitoring plan meeting the requirements of HAR § 13-277.

The archaeological preservation plan (PP) indicates that preservation includes: (1) a representative section (100 ft[30 m]) of Feature 14, the cut basalt and mortar irrigation ditch draining into Gulch B and directly associated withthe Feature 19 dam; (2) the entirety of Feature 19, a large dam-like retention structure in the west end of Gulch B;(3) the entirety of Feature 22, a large water-distribution and water-retention basin on the plateau east of Gulch A,and one of the most formal structures in the project area; and (4) a representative section (75 ft [25 m]) of Feature23, the cut basalt and mortar irrigation ditch leading into the Feature 22 basin. Preservation will be in the form of"avoidance and protection" and will involve a 10-ft (3 m) buffer around all features or portions of preservedfeatures, except one side of Feature 22 (east side). The buffers will be marked by permanent fencing. No vegetationclearance is anticipated/planned within the buffers. In addition, no signage or access is planned. Periodic monitoringof the preserves will be conducted by the landowner or their representatives.

The preservation plan meets the requirements of liAR 13-277. It is accepted by SHPD. Please send one hardcopy ofthe document, clearly marked FINAL, along with a copy of this review letter and a text-searchable PDF version onCD to the Kapolei SHPD office, attention SHPD Library.

Please contact me at (808) 692-8019 or at Susan.A.Lebo@hawaii.gov if you have any questions or concernsregarding this letter.

Aloha,

Susan A. Lebo, PhDArchaeology Branch Chief

DAVID Y. IGEGOVERNOR OF HAWAII

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CARTY S. CHANGINTERIM CHAIRPERSON

BOARD OF LAND AND NAIVRAL RESOURCESCOMMISSION ON WATER RESOURCE MANAGEMENT

KEKOA KALUH1WAFIRST DEPUTY

W. ROY HARDYACTING DEPUTY DIRECTOR - WATER

STATE OF HAWAIIDEPARTMENT OF LAND AND NATURAL RESOURCES

STATE HISTORIC PRESERVATION DIVISIONKAKUHIHEWA BUILDING

601 KAMOK1LA BLVD, STE 555KAPOLEI, HAWAII 96707

April 24, 2015

Dear Dr. Monahan:

Chris Monahan, PhD, PrincipalTCP Hawai'i LLC333 Aoloa Street, #303Kailua, HI 96734

AQUATIC RESOURCESBOATING AND OCEAN RECREATION

BUREAU OF CONVEYANCESCOMMISSION ON WATER RESOURCE MANAGEMENT

CONSERVATION AND COASTAL LANDSCONSERVATION AND RESOURCES ENEORCEMI.2qT

ENGINEERINGFORESTRY AND WILDLIFEHISTORIC pRESERVATION

KAI [OOLAWE ISLAND RESERVE COMMISSIONLAND

STATE PARKS

I-

(% 2_.LOG NO: 201ÿ-,04229"

Dr. MonahanApril 24, 2015Page 2

Pursuant to Hawaii Administrative Rule (HAR) § 13-284-6, Site 2270 is assessed as significant under Criterion d forits informational value regarding geospatial location, extent, and character of the plantation roads and temporaryrailroad in Waiawa built around or just after the turn of the 19th/20th century. Site 2273 is assessed as significantunder Criterion c for its distinctive construction method and Criterion d for its information value. Like Site 2270,Site 2273 provides important data on geospatial location, extent, and character of the plantation irrigationinfrastructure in Waiawa Uka built by the Oahu Sugar Company and its association with the nearby Waiÿ,hole DitchSystem (upslope and mauka of the current project area). Site 2271 Feature 1 (structural remnants) is assessed assignificant under Criterion d for its information content relative to plantation working conditions in the early tomiddle 20th century, while Site 2271 Feature 2 (camp debris) is assessed as not significant. Per HAR § 13-284-7, theproject effect determination is "effect, with proposed mitigation commitments." Of the three historic properties, nofurther work is recommended for Site 2270 and Site 2271 which are assessed as having yielded their informationaland research value. The proposed mitigation is "preservation of certain features of Site 2273." The specific featuresare: (1) Feature 22, a large water-distribution and -retention basin of the plateau east of Gulch A, and one of themost formal structures in the project area; (2) a representative section of Feature 23, the cut basalt and mortarirrigation ditch leading into the Feature 22 basin; (3) Feature 19, a large dam-like retention structure in the west endof Gulch B; and (4) a representative section of Feature 14, Sub-feature 3, the cut basalt and mortar irrigation ditchdraining into Gulch B and directly associated with the Feature 19 dam. We concur with the site significanceassessments and the mitigation commitments.

The AIS report provides an excellent discussion of the project area, physical environs and cultural historybackground, previous investigations, the project methods and findings, and the site significance assessments andmitigation recommendations. The report meets the requirements of HAR §13-276-5. It is accepted by SHPD.Please send one hardcopy of the document, clearly marked FINAL, along with a copy of this review letter and atext-searchable PDF version on CD to the Kapolei SHPD office, attention SHPD Library.

As stipulated in HAR § 13-284-7(e), when SHPD comments that the project will have an "effect, with agreed uponmitigation commitments," then detailed mitigation plans shall be developed for SHPD review and acceptance. PerHAR § 13-284-8(a)(1)(A), the agreed-upon mitigation measure for this project is preservation of specific features ofSite 2273. Pursuant to HAR § 13-284-8(e)(5), we look forward to receiving an archaeological preservation plan thatmeets HAR § 13-277.

Please contact Jessica Puffat (808) 692-8023 or at Jessica.L.Puff@hawaii.gov if you have any questions or concernsregarding architectural features. Please contact me at (808) 692-8019 or at Susan.A.Lebo@hawaii.ÿov if you haveany questions or concerns regarding this letter.

Aloha,

Susan A. Lebo, PhDOahu Lead ArchaeologistActing Archaeology Branch Chief

CARLSMITH BALL LLPA LIMITED LIABILITY LAW PARTNERSHIP STATE OF kb,ÿ ,'ÿII

ASB TOWER, SUITE 2100

1001 BISHOP STREET

HONOLULU, HAWMI 96813

TELEPHONE 808,523.2500 FAX 808.523.0842

WWW.CARLSMITH.COM

ZOI5OCT-2 P {t:03

DIRECT DIAL NO.808.523,2557

JLIM@CARLSMITH, COM

VIA HAND DELIVERY

Daniel E. OrodenkerExecutive OfficerState of Hawaii Land Use CommissionState Office TowerLeiopapa A Kamehameha Building235 South Beretania Street, Room 406Honolulu, Hawaii 96813

October 2, 2015 Nt L_.ÿ

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RE: Docket No. A87-610, Tom Gentry and Gentry-Pacific, Ltd. - Successor PetitionerKamehameha Schools

Dear Mr. Orodenker:

We represent LANCE KEAWE WILHELM, ROBERT K.W.H. NOBRIGA, CORBETTAARON KAMOHAIKIOKALANI KALAMA, MICAH A. KANE and JANEEN-ANNAHULANI OLDS, as TRUSTEES OF THE ESTATE OF BERNICE PAUAHI BISHOP, dbaKAMEHAMEHA SCHOOLS ("Successor Petitioner") in the above-referenced Docket. TheLand Use Commission, on November 26, 2014, issued an Order Granting Motion for OrderAmending Findings of Fact, Conclusions of Law and Decision and Order Dated May 17, 1988.The Order authorized the use of approximately 655 acres of land within the subject property tobe used as a solar farm for a period not to exceed 35 years from the date of the Order.

Condition 9 of the Order provides as follows:

Metes and Bounds Map and Description. The proposed solar farmshall be limited to the acreage and boundaries identified inPetitioner's Phasing Plan shown in Petitioner's Exhibit 8 Errata(filed 6/20/14). Petitioner shall provide a metes and bounds mapand description of both phases to the Commission within one yearfrom the date of this Decision and Order.

In compliance with said Condition 9, enclosed please find the following: (i) a copy ofPetitioner's Exhibit 8 Errata, which was filed with the Commission on June 20, 2014, and which

HONOLULU HILO KONA MAUI GUAM LOS ANGELES

Daniel E. OrodenkerOctober 2, 2015Page 2

shows the entire 1,395-acre Petition Area property that was reclassified under the subjectDocket, and identifies the locations of Phase I and Phase II of the proposed solar farm; (ii) a mapshowing the metes and bounds outline of the areas approved for Phase I and Phase II of the solarfarm; (iii) a GIS-formulated metes and bounds description of Phases I and II; and (iv) a CDcontaining the shapefiles of Phases I and II.

We trust that the enclosed fully satisfies Condition 9 of the November 26, 2014 Order,and respectfully request that you confirm this understanding.

Please do not hesitate to contact me if you have any questions.

Sincerely,

/ÿ--or Jennifer A. Lim

JAB/jabEnclosurecc: Leanne Nikaido, Esq. Kamehameha Schools

Keith Chang, Kamehameha Schools

4847-4431-4409.1,030088-0012 !10/2/15

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LEG EN D

r'-=l Ks Waiawa Property (SLU Urban, Docket A87-610)

Photovoltaic Locations

• Agricultural District !:;!ii; Rural DistrictConservation District Urban District

Source: SunEdison (2014), State Land Use Commission (2014)Disclaimer: This Graphic has been prepared for general planning purposes on y andshould not be used for boundary Interpretatlons or other spatial analysis.

DATE: 6/18/2014

KS Exhibit 8 Errata (filed 6/20/3.4)Phasin8 Plan

KAMEHAMEHA SCHOOLS WAIAWAMOTION TO AMENDNorth Linear Scale (feet) Island of O'ahu

PBR I [AWAll