Twenty miles south of San Francisco, the City of San Mateo has approved a specific plan calling for a major, mixed-use development next to the busiest Caltrain station in San Mateo County. At least 1,000 new housing units and more than 1 million square feet of office and retail space would replace the Bay Meadows horse racing track in a project backed by numerous environmental and housing groups.

The local response to the city's approval of Bay Meadows redevelopment was a referendum. When county elections officials in January determined the referendum was 136 valid signatures short of qualifying for the ballot, referendum backers filed a lawsuit challenging the county's determination of valid signatures.

The uncertainty stemming from the litigation and potential referendum, coupled with the fact that the developer has no entitlements yet, suggests that a project being promoted as a model of transit-oriented development may be years from breaking ground.

"This is a big enough project," said referendum proponent Linda Schinkel, of Friends of Bay Meadows, "that, even if the race track wasn't involved, the citizens of San Mateo should vote on it. We believe the City Council is out of step with the majority of the citizens of San Mateo."

Those charges frustrate Vice Mayor Jack Matthews, who has been involved in planning Bay Meadows redevelopment for three years. He said the Bay Meadows plan is too complicated for voters to understand. And, he noted, the three City Council candidates who endorsed Bay Meadows redevelopment won during the last election.

"We're trying to increase transit and decrease traffic," summed up Stephen Scott, San Mateo principal planner.

Distrust runs deep on all sides, and Scott's assertion is a case in point. How, ask project opponents, can a major development project in the middle of a built-out city decrease traffic? And, they ask, what about assurances — issued when auxiliary race track facilities were developed only a few years ago — that there were no plans to tear down the horse track?

City officials ask why the project's opponents declined to take part in the planning process other than as observers and occasional commenters.

Meanwhile, scars from the referendum signature-gathering process remain. When referendum proponents set up tables in front of stores, developer Bay Meadows Land Company (BMLC) sent its own representatives to provide counter-arguments and get signatures on petitions backing the project. The police broke up at least one confrontation.

For decades, Bay Meadows was a regional landmark. Built during the Depression, the track is adjacent to the county's exposition grounds, and between the Bayshore Freeway and El Camino Real. The track's heyday came during the 1940s and '50s, but it apparently remained a successful operation for decades. More recently, though, horse racing has struggled nationwide, and the roughly 3,000 people who attend a race leave many empty seats in Bay Meadows' huge grandstand.

In 1997, San Mateo approved what is now known as "phase one" redevelopment. It involved a specific plan for development of 734 residential units, 300,000 square feet of retail uses, and a 900,000-square-foot campus for investment giant Franklin Resources. The 75-acre site formerly had a practice track and horse barns. By late 2002, all but the final third of the Franklin project was completed. Designed by new urbanist architects at Calthorpe Associates, the project won a number of awards.

Back when the city approved the phase one specific plan, PaineWebber Inc. controlled BMLC, which owned the entire 173-acre Bay Meadows site. Bay Meadows Land then sold chunks of the phase one site: Ryland Homes and apartment developer JPI built the housing, and Franklin built its own campus. A few years later, BMLC itself developed a 7.3-acre mixed-use project that serves as the centerpiece of phase one. Since then, BMLC has separated from its corporate owners and it is now a real estate investment trust backed by public pension funds and institutions.

During the 1990s, the city started receiving projections of major population growth from the Association of Bay Area Governments, Scott recalled. So the city began looking for underutilized areas. Eventually, the city undertook a study of the Caltrain corridor and in June 2005 the city adopted a corridor plan for about 600 acres, including Bay Meadows, as an amendment to the general plan.

At the same time it prepared the corridor plan, the city processed the Bay Meadows specific plan amendments for the race track site. In November 2005, the City Council unanimously approved the revised specific plan. The exact mix of uses is up to the developer, but the base program calls for 1,250 residential units, 1.25 million square feet of commercial uses, and 150,000 square feet of retail space. The plan designates 15 acres of parks and a town square, and envisions a mixed-use main street. Nearly all of the new development would be within four blocks of the train station, which is a stop for the "Baby Bullet" linking San Francisco with San Jose. The Hillsdale shopping mall is only two blocks west of the train stop.

The plan also contemplates dramatic changes to the city's circulation. The railroad tracks, the race track, the practice track and the expo grounds made getting from point to point in that part of San Mateo a challenge. The specific plan calls for three new railroad grade separations, providing improved east-west circulation. Additionally, Delaware Street, a thoroughfare that now ends at the horse track parking lot, would be pushed through to improve north-south circulation.

"The city will be knitted together a whole lot better than it has been in the past," Matthews said.

City officials see other benefits, as well. Bay Meadows is not within a redevelopment project area – the area does not qualify, according to Scott — so all infrastructure improvements are the developer's responsibility. The development agreement between the city and BMLC requires advance payment of traffic mitigation fees to help fund two of the railroad undercrossings. And the city will get more than 15 acres of parks, plazas and easements, Scott said. In addition, the city's inclusionary housing ordinance, which does not allow in-lieu payments, requires that 10% of new units be provided for moderate-income residents, and the development agreement requires the donation of one acre for affordable housing development, which could provide at least 50 more affordable units, Scott explained.

The Sierra Club, Greenbelt Alliance, Silicon Valley Leadership Group, San Mateo Housing Leadership Council and the League of Women Voters are among groups endorsing the project.

"It's an excellent example of smart infill," said Michele Beasley, South Bay field representative for Greenbelt Alliance. The site is underutilized, on a commuter rail line, and provides a good alternative to development on the Bay Area's fringe, she said.

Project opponents are not convinced. Pointing to promises made as recently as five years ago that the race track was safe, Save Bay Meadows Citizens Group co-founder Donna Bischoff contended that the city and landowner have been lying to citizens for years. That is why she and other opponents did not participate in a Citizens Advisory Commission (CAC) that helped write the corridor plan and endorsed Bay Meadows redevelopment.

"Opposing views were really shut out of the process. The decision to develop Bay Meadows was made a long time ago," Bischoff charged. Schinkel, of Friends of Bay Meadows, agreed, calling the CAC "handpicked" and not representative.

Opponents are unconvinced the project will improve congestion. They contend the new connections will only put more cars on existing thoroughfares. Schinkel said that although the train would serve the project, the train is the only good public transit choice, meaning that new residents and office workers mostly will drive. She also questioned why the city needs another dose of office space when vacancy rates have been at about 20% since the dot-com bust.

"The track is irreplaceable. It's been part of San Mateo history for 71 years. It still makes a lot of money," Schinkel said "It's part of the social fabric here." She and other project opponents note that the industry is healthy enough that a Canadian developer has proposed building a new horse racing track in Dixon, about 25 miles southwest of Sacramento.

Phase one development has also become an issue, partly because phase two is expected to be somewhat similar.

"A lot of people believe phase one was poorly done," said Schinkel, who said many residential units are quite small. "More quality could have gone into phase one. What you see are a lot of stucco buildings."

That argument strikes a chord with Matthews, an architect who was on the Planning Commission when phase one was approved. Some of the townhouses are quite narrow and maybe not functional, he said, and some of the architecture is not to his liking. He called the Franklin complex cold and forbidding.

Still, phase one has been successful, and Matthews said that "a lot of the elements are there." Phase one has a broad mix of housing units — single-family houses, condominiums, townhouses, apartments, live-work flats — all within walking distance of a grocery store, a gym, a childcare center, coffee houses and restaurants. No unit is more than two blocks from a park.

Whether the developer will seek to replicate phase one is unknown. Currently, design guidelines are being drafted, and the developer has submitted no application for entitlements, Scott said.

"Phase two is really more challenging in many respects," said Matthews "because it's bigger and much more closely integrated with the rest of the city. We've got to make sure it's a transit-oriented development and not a transit-adjacent development."

Litigation over the referendum is expected to proceed quickly. Interestingly, project opponents did not challenge the environmental impact report for the specific plan.


Stephen Scott, City of San Mateo, (650) 522-7207.
Jack Matthews, San Mateo vice mayor, (650) 522-7049.
Michele Beasley, Greenbelt Alliance, (408) 983-0856.
Linda Schinkel, Friends of Bay Meadows, (650) 344-5424.
Save Bay Meadows Citizens Group:
Bay Meadows Land Company: