Cover Story

Ho‘opili supporters
Image: kevin o’leary

On the ‘Ewa Plain of Central O‘ahu, 1,600 acres of rich productive farmland are poised for housing development, should the state and city approve. In hotly contested hearings before the state Land Use Commission in downtown Honolulu, proponents citing jobs and affordable housing as their mantra are jousting with environmentalists and backers of food sustainability. But both parties agree: The future of O‘ahu hangs in the balance.

The controversy’s been in the news for months, but what’s largely been missing is a sense of the land itself. On a recent weekday morning, I take H-I west out of town. Taking the Kapolei exit, I navigate the suburban streets of the Second City, doubling back towards town, until the sidewalk ends and the original brown-earth immensity of the ‘Ewa Plain is revealed.

Other than the lonely islands of the new Kroc Recreational Center and the first buildings of the University of Hawaii-West Oahu campus, it’s all flat, open fields out here stretching east to the West Loch region of Pearl Harbor; the profiles of downtown Honolulu and Diamond Head are clearly visible, 20 miles away.

Honolulu’s proposed $5.27 billion mass transit train will have its first station near here. The elevated railway will run right down the middle of the vast farmland we’re now driving through, having taken a dirt road marked “employees only.”

Maybe it’s the 20-year-old truck we’re driving–the farm vehicles we run across are equally well-used–maybe it’s because everyone we meet is simply too busy to care, but no one challenges us as we bump along dirt roads for the next hour, checking out what UH soil specialist Russell Yost, among others, considers to be some of the finest farmland on the planet. Before Oahu Sugar Company closed in the ‘90s, the per-acre yields here were among the highest in the state, a reflection of the unique confluence of soil, blazing leeward sun and millions of gallons of water, pumped daily from nearby deep wells and delivered, via gravity flow, from the Windward side by way of the Waiahole Ditch, completed in 1916 and still working today.

Farm vehicles are in constant motion. In a field of plastic-covered rows, a dozen workers are bent over their work, transplanting by hand what one man tells us in broken English are squash. In another field a gang of women, clad in heavy clothing and each armed with a large knife, cut fat green zucchini off the low-growing plants, working steadily behind a slowly moving harvester platform towed by a tractor.

This is Aloun Farms, operated by brothers Alec and Mike Sou, who, after having all Federal charges against them dropped in a human trafficking case last year, find their operation in 2012 to be at the center of one of the largest and most contentious land use cases in the history of Hawaii.

Rezoning ag

The Sous’ leased acreage is part of the ancient ahupuaa of Honouliuli, renamed “Hoopili” by D.R. Horton-Schuler, the Sous’ landlord since 2006, when the developers bought the parcel for $70 million from the Campbell Estate. The goal is to build 12,000 new homes on the site. Aloun Farms lies directly in the path of the same subdividing machinery that has been rolling across the ‘Ewa Plain for the past 20-plus years. Indeed, although Horton-Schuler is petitioning the state Land Use Commission (LUC) for a zoning change to reclassify the land for urban use, the parcel already lies within the county’s Urban Growth Boundary, and has long been slated for just such a development.

Still, it is hard to imagine housing filling the open fields between the new town of Kapolei and the old Waipahu. It’s hard to picture another Hawaii Kai, another Mililani (whose populations are similar to those projected for Hoopili) being added to the metropolis that has steadily sprawled west since World War II, and is soon to meet itself coming back the other way.


As Horton-Schuler’s vice-president for development, Bob Bruhl has a passion for his job that surfaces when he speaks to the press. The Weekly caught up with him before a recent LUC hearing on Beretania Street, surrounded by Hoopili supporters wearing matching brown t-shirts and waving signs. “Look,” Bruhl said, “Oahu is growing by 9,000 people a year. In 20 years, you’re talking 180,000 additional population. Where exactly are we going to accommodate that growth? In high-rises in Kakaako? Nobody can afford those. The city installed the infrastructure decades ago–sewage treatment, water–to handle the expansion in East Kapolei. We bought the property because it was inside the urban growth boundary.”

Prices for Hoopili homes will be determined in part by the city’s 30 percent affordable-housing requirement and in part by the free market, putting the range, according to Horton-Schuler, “from the high $200,000s to the low $600,000s.” Kakaako, in the midst of a high-rise building boom will have affordable housing requirements, as well. However, a real estate advertisement for recently complete buildings gives the condos a price range of from “roughly $300,000 to $5 million.”

Asked about the fate of the farmers, Bruhl defends his company’s track record. “We’ve done more for Ag in the past years than anybody, by providing inexpensive leases to our farmers.” Aloun Farms pays $250 an acre per year in lease rent–a low rate, according to Horton-Schuler. The state Department of Agriculture (DOA) leases land in its Ag parks for between $200 and $600 per acre per year. The Sous actually sublease some acreage to another farmer, at $750 per acre, according to Cameron Nekota, another Horton-Schuler vice president. “We even gave them [Aloun Farms and Larry Jefts Farms–another tenant] two years free rent, if they agreed to support Hoopili,” Bruhl explained. And support it they did.


In a January letter to the LUC, Alec Sou explained that, when Aloun Farms went into the original 1996 lease with Campbell Estate, “We were well aware that the land was eventually going to be used for housing.” Sou described the transition from Ag to urban use on their parcel as a 25-year process. (Horton-Schuler’s plan is to construct Hoopili in phases). Sou stated that Aloun Farms will be allowed to keep its warehouse and processing plant in its present location “indefinitely.” He pointed to the developer’s plan to include 159 acres of commercial farms within the subdivision, and Aloun’s success in leasing 400 acres just outside the urban growth boundary.

“Urban ag”

Since Hoopili was deferred on technical grounds by the LUC in 2009, Horton-Schuler has repackaged it, promoting its “urban agricultural program,” with spaces dedicated to community gardens as well as to commercial farms. They’ve publicized a tentative agreement with Ho Farms of Kahuku, for a 10-year lease on a gulch within the subdivision.

Shin Ho, who farms cucumbers and tomatoes on 50 acres in Kahuku with her brother, was featured in a recent Star-Advertiser ad paid for by Horton-Schuler, in which she termed the Hoopili deal “an opportunity.” Reached by phone, Ho defended the move to Hoopili as a business decision.

“It’ll be drier out in ‘Ewa,” she explained, “better for our crops than Kahuku.” Like most small farmers on Oahu, Ho leases her land and feels the constant pressure of development–in her case, pressure comes mostly from the Mormon Church’s plans to expand mauka of Kamehameha Highway–“I have never met a landowner who didn’t want to sell their land to a developer. That’s where the money is. Everybody can say what they want about Horton-Schuler, but at least they’re doing something.”


Gov. Linda Lingle’s Department of Transportation (DOT) objected to adding thousands of cars to the bumper-to-bumper commute on H-1 freeway; her DOA wanted a guarantee from the developer that an equal amount of farmland would be made available elsewhere on Oahu to compensate for the loss in ‘Ewa. In contrast, Gov. Neil Abercrombie’s DOT and DOA have given the project their blessing.

What has changed in a little under two years?

For DOT, it was the offer by Horton-Schuler to add a lane to H-1 between East Kapolei and the H-1, H-2 merge near Waipahu. For DOA director Russell Kokubun, it was “[Horton-Schuler’s] … trying to incorporate these concepts of urban agriculture.” This apparently swayed Abercrombie, who stated, “I am in support of ensuring that there are elements of agriculture incorporated within Hoopili with workforce housing. . . . What I am focused on is ensuring that our farmers . . . have places to live that are affordable and accessible.”

At the city level, the Department of Planning and Permitting (DPP) supports Hoopili, citing its inclusion within the Urban Growth Boundary line. The Board of Water Supply (BWS) has given the project a green light as well. Their experts have has assured LUC that sufficient potable water is available to be diverted from the Pearl Harbor Aquifer–called “the best aquifer in the world” by William Tam of the State Water Commission.

Finally, the Hawaii Farm Bureau Federation, whose president, Nalo Farms’s Dean Okimoto, is currently a paid consultant for Horton-Schuler, has come out in favor of Hoopili. In a video on Horton-Schuler’s website, Okimoto makes the case for suburb-embedded Ag: “Hoopili involves for the first time the integration of commercial agriculture, which will include 159 acres of commercial production, 8 acres of community gardens and 84 acres of edible gardens, which will be put into homes.”

That’s 251 acres out of 1,600 acres now being used to grow food. Net loss: 1,349 farm acres.

No development proposal in Hawaii would be complete without construction unions coming out in force to support it, and Hoopili is no exception. At LUC meetings in March, Horton-Schuler supporters distributed brown, “Hoopili Now!” t-shirts every day, and those wearing them far outnumbered the opposition. Kika Bukoski, executive director of the Hawaii Building and Construction Trades Council, says, “We support smart growth and sustainable development, and this project meets those criteria.”

The opposition

For years, Kioni Dudley was the opposition to Hoopili. During the 2009 LUC hearings he stood as sole intervenor. Dudley is a resident of Makakilo, a large subdivision begun in the ‘60s on a broad ridge mauka of Kapolei. As economist Paul Brewbaker has pointed out, future residents of Hoopili will be able to “cut in line in front of” those living in Makakilo during the morning commute into Honolulu.

Fast-forward to March 2012, when Dudley was joined by the Sierra Club and Sen. Clayton Hee for four hearings before the LUC that were standing-room-only events. Testimony was heard from a wide range of experts on water, agriculture, economics and urban planning–not to mention two former governors, one of whom currently running for mayor of Honolulu. The crowded meetings became tantamount to a symposium on the future of Oahu.

the land

Jonathan Deenik, a professor of soil science at UH, has a face weathered by long hours working in the field. What he knows is soil, Deenik testified, and one of the best in the Islands is a type called “Honouliuli Clay,” a rich, black variety that covers over 20 percent of the Hoopili land. Fully 90 percent of the parcel consists of highly fertile clays, “alluvial debris,”–volcanic materials washed down from the central Oahu plateau and gradually spread over the limestone underlayment of the flat ‘Ewa Plain, which was once under the ocean. Although excellent for farming, Deenik added in passing, building houses there will be difficult over this type of clay, famous for its instability.

The water

William Tam is Deputy Director of the Water Commission and co-author of the state Water Code. A veteran of many statewide water disputes, Tam was subpoenaed by Hee to appear before the LUC.

Although unable to give his opinion on Hoopili, specifically–due to the fact that the Water Commission may have to weigh in on the matter at some later date–Tam was, however, willing to talk about water in general.

After explaining concepts like an aquifer’s “sustainable yield” (the amount of water that can safely be pumped from deep under ground, without salinity rising to unacceptable levels) and “recharge” (rainfall percolating down hundreds of feet to replenish the aquifer), and pointing out that Oahu’s rainfall has diminished by 10 percent in the past 30 years, Tam took a deep breath. “The time frame is too short. We are making decisions today that will affect people into the future–a long future. Not 10 to 20 years, but 50 to 100 years,” Tam said.

When Horton-Schuler attorney Benjamin Kudo pointed out that LUC has to make a decision based on the current situation, and that the BWS has stated that there is currently 55 million gallons per day of extra water available for use in ‘Ewa. Tam just shook his head.

“You cannot determine that. What if, for example, agriculture came back? Will there be enough for that?” questions Tam.

The traffic

Panos Prevedouros, UH Professor of Civil Engineering, twice a candidate for mayor of Honolulu, vocal critic of the city’s proposed rail project, sat down before LUC’s microphone, asked to comment on the Traffic Impact Analysis Report (TIAR) compiled by Horton-Schuler’s expert.

“A Mickey Mouse analysis,” Prevedouros called it. He had no problem with the idea of adding another lane to compensate for the additional Hoopili cars. The problem was that the lane Horton-Schuler proposed to build would only go for a few miles, until it encountered the H-1/H-2 merge (by far the biggest in the state). “It is counterproductive, adding capacity upstream when the choke point still exists downstream,” Prevedouros said, adding, “a choker is a choker is a choker.”

utter loss

When economist Paul Brewbaker worked for Bank of Hawaii, his forecasts of the state’s economic outlook were required reading for business and political leaders. Born and raised on Oahu, Brewbaker arrived at the LUC hearing wearing an aloha shirt and a daypack slung over his shoulder, and took a straightforward, scholarly approach in his testimony.

Honolulu, hemmed in by the Koolau Mountains, was more or less destined to grow in an east-to-west orientation, “but, nevertheless, there is a historical reason why there is no building today between Honolulu and the Windward side,” Brewbaker said. “A decision was made to create the forest reserve [to maintain the city’s aquifer]. A deliberate planning decision: to preserve.”

Hoopili presents the city with a similar choice, Brewbaker went on. It is the irreversibility of developing such highly productive agricultural land that clearly troubles him–from an economic standpoint. “We may wake up 50 years from now and find that growing energy crops is a big part of our energy needs. It is economically irrational to pave over the best land.” Brewbaker’s 21st-century solution to Honolulu’s chronic housing shortage? “Fold development back into the urban core, where higher density can exploit an economy of scale.” In other words: Go up, not out.


Laura Thielen, former head of the state Department of Land and Natural Resources (DLNR), has recently taken a new job as the city’s Liaison for Agriculture. The City Council responded recently to a 2005 state law directing the counties to create maps of Important Agricultural Lands (IAL), with the idea of providing tax incentives for big landowners to keep most of their acreage in farming. Thielen is to identify acreage on Oahu that might qualify.

Asked in a phone interview whether the Hoopili parcel could currently be considered as IAL, Thielen stated that the land satisfies all but one of the criteria for IAL: “It is inside an area designated by the county for future development.”

In a February hearing before the City Council, Councilmember Tom Berg fought this exception for reasons that the Hoopili parcel’s lying inside the county’s Urban Growth Boundary would forever prevent its being designated IAL. “Just because a [county] growth boundary shifts, doesn’t mean productive Ag land isn’t important any more,” Berg stated.

Berg was successful in amending Resolution 12-23 so that it would allow Horton-Schuler’s parcel to be considered for designation as IAL by the county. This passed the Council unanimously. But, Thielen pointed out, the LUC can ignore the county IAL designation in ruling on Hoopili.


In yet another wrinkle, Horton-Schuler will ultimately have ask the DPP for county zoning changes. The DPP (already on record supporting the project) will make a recommendation to the Honolulu City Council, which will hand down the final decision on Hoopili, probably this year. An IAL designation could influence this decision.

During the LUC hearings, DPP objected to Hee’s intervening “in his official capacity as a state senator.” The LUC agreed, and only allowed Hee to intervene as a private citizen. Still, when Hee sat down to testify, it was difficult for the crowd to erase the “senator” from in front of his name.

Hee spoke for a while about the steady process of urbanization on Oahu. Then, leveling his guns directly at the commissioners seated opposite him, the senator quoted from a slim pamphlet written by former-Gov. George Ariyoshi in 2009: “When farmland is rezoned, urbanization is nearly irreversible. The land is no longer available for farmers.”

After urging the commissioners to “follow the law,” Hee had one more thing to say: “Giving [Alec Sou] an indefinite lease on his processing plant–to flip him over [to the Horton-Schuler’s side] is not right … and I will say this uncategorically: But for this intervention, Alec Sou would not likely have gotten that indefinite lease, the Ho farms would not have gotten a five-year lease.”

The same morning, former Govs. Waihee and Cayetano testified against Hoopili. Waihe’e was grilled by Horton-Schuler’s Kudo–the developer’s attorney sought to portray Waihee as a born-again environmentalist, since much of the urban planning for the ‘Ewa Plain originated during his administration. Cayetano’s testimony was arguably tainted with the same implication of hypocrisy, since as governor, he did not oppose the planned build-out of the Second City that Hoopili represents. Later, Cayetano admitted that his views have evolved. “Twenty years ago. I probably would not have gone into the LUC to testify. … The lesson for Horton-Schuler is this: You have to pay attention to the whole community–to the ground. You can’t just go before the LUC and assume they’ll say yes, as they have so many times in the past. Times change.”

What’s next? Koa Ridge

Castle and Cooke, creator of Mililani, have been trying for a decade to put 5,000 homes on roughly 750 acres of farmland, most of it across Ka Uka Boulevard from the the Waipio Costco, in Central Oahu, where Aloun Farms grows vegetables on 446 leased acres. The land lies inside the Urban Growth Boundary, and the change from agricultural to urban use has twice been approved by the LUC and twice shot down in the courts, as a result of lawsuits brought by the Sierra Club.

At the April 5 LUC hearing, which focused on Koa Ridge, testimony pro and con mirrored arguments heard in the Hoopili meetings. The Abercrombie administration gave the developers its blessing, while intervenor Clayton Hee blasted the commissioners for siding with development interests over preserving productive Ag land. The LUC is expected to rule on Koa Ridge in the next few months.


The LUC has four county and five at-large commissioners, appointed by the governor and serving without pay. The establishing legislation called for the commissioners to represent “a cross-section of the community.” But during a Hoopili hearing, Sen. Clayton Hee quoted from a book by former-Gov. George Ariyoshi: “Today the intent and functioning of the Land Use Law has been extensively subverted. The commission membership prominently includes a realtor, a development lawyer and a corporate lawyer. Members with large constituencies are similarly tied to development [such as electrical contractors and the carpenters’ union].”

The current members, and who appointed them, are:

Normand Lezy: Chair, maritime attorney. Lingle.

Kyle Chock: Vice Chair, Pacific Resources Partnership, a construction industry trade group. Lingle.

Nicholas Teves: Vice Chair, owner of Commercial Electric. Lingle.

Thomas Contrades (Kauai): retired ILWU business agent; former DHHL Commissioner. Lingle.

Ronald Heller (Oahu): tax attorney; small business advocate. Lingle.

Lisa Judge (Maui): real estate agent; former Maui County Director of Planning. Lingle.

Jaye Napua Makua: musician, kumu hula, cultural practitioner. Abercrombie.

Ernest Matsumura (Hawaii): owner, American Trading Company. Abercrombie.

Chad McDonald: civil engineer. Abercrombie.