Bay Meadows Specific Plan Amendment - Phase II Overview. I. Phase II Overview. November 7, 2005 I - 1

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I. Phase II Overview November 7, 2005 I - 1

Explanatory Note This Specific Plan Amendment amends the Bay Meadows Specific Plan adopted by the San Mateo City Council on April 22, 1997. The original Specific Plan covered two primary areas: the 75-acre Phase I Redevelopment Area, and the 83.34 acre Main Track. The original Specific Plan contemplated that the Main Track area would not be redeveloped, but instead would continue with live horse racing. Now, it is proposed that the Main Track area be redeveloped with residential, commercial and retail uses, similar to the Phase I Redevelopment Area. It is therefore necessary to amend the original Specific Plan to reflect that change. The existing racingrelated uses will continue in the interim. For simplicity, this Specific Plan Amendment leaves the text of the original Specific Plan largely intact. The only changes to the text of the original Specific Plan are as follows: Pages I-1 to I-4 of the original Specific Plan shall be replaced by the Project Overview section of this Specific Plan Amendment. Pages III-85 to III-92 of the original Specific Plan shall be supplemented with the regulations contained in this Specific Plan Amendment. Legal Requirements Introduction The Specific Plan Amendment meets the legal requirements for specific plans and specific plan amendments as established under Section 65450 (and following) of the California Government Code. As required by the Government Code, the Specific Plan Amendment describes the distribution, location and extent of uses of the area covered by the Plan. The major components of public and private infrastructure programs for the Specific Plan Amendment are described in the Development Framework Plan (Chapter IV of this Specific Plan Amendment) in the sections titled Storm Drainage, Sewer On Site, Sewer Off Site Connection, Water, Utilities, and Grading. A program of implementation measures shall be incorporated into the conditions of approval for the Specific Plan Amendment, as well as the mitigation monitoring plan to be adopted in association with the certification of the environmental impact report for the Specific Plan Amendment. It is anticipated that a community facilities district will be formed for the purpose of payment of capital improvement costs associated with various public improvements in the Specific Plan Amendment area. All of the infrastructure required to serve the project will be financed privately through the community facilities district assessments, user fees, or by other funding mechanisms. In addition the City's existing transportation impact fee program will be revised to include the grade separations and other major items of transportation infrastructure. The Bay Meadows Phase II Specific Plan Amendment is an outgrowth of a multi-year corridor planning process undertaken by the City of San Mateo. A Citizens Advisory Committee (CAC) composed of stakeholders from throughout the City undertook an exhaustive study of existing and future development possibilities within San Mateo, as well as existing and future planned transportation improvements, including the major upgrades planned for Caltrain and the Hillsdale Station. As part of the process, the Citizens Advisory Committee recommended a range of possible development levels for the Main Track site. The aggregate limits of development proposed in the Phase II Specific Plan amendment fall within the limits of development in the approved Corridor Plan. I - 2 November 7, 2005

Location FIGURE I-1 Bay Area Regional Map The Bay Meadows Specific Plan Area is located in the City of San Mateo, approximately 20 miles south of San Francisco, as shown on the location map Figure I-1. The Specific Plan Area encompasses the former Bay Meadows Racetrack and the adjacent U.S. 101/Hillsdale Boulevard interchange, a land area of approximately 170 acres, not including the interchange. The Specific Plan Area is currently divided into two primary areas: the 75-acre Phase I Redevelopment Area, and the 83.34 acre Main Track. The Bay Meadows Specific Plan was originally approved in 1997. The Bay Meadows Phase II Specific Plan Area, which is the primary subject of this Specific Plan Amendment, includes the Main Track, Grandstand and associated parking and support areas. The Phase II site is located between Highway 101 and El Camino Real in San Mateo, California, shown on Figure I-3. San Francisco San Mateo Bay Meadows Palo Alto San Jose November 7, 2005 I - 3

Phase I Phase I of the Specific Plan, encompassing an area of roughly 75 acres, was adopted in 1997, and was largely completed by late 2002. It was approved for approximately 900,000 s.f. of office/commercial space (of which roughly 300,000 s.f., the second phase of the Franklin campus, remains to be built), 734 residential units, and 300,000 s.f. of retail uses. It also included sites for a 310 room hotel and restaurants. The City has purchased the restaurant site and anticipates relocating its police station to the site. The wide range of uses in Phase I -restaurants and retail including a popular grocery store and health club, the Franklin Resources new corporate campus, and housing that includes live/ work lofts, single family homes, townhouses, apartments/condominiums, single family secondary units and day care- have brought day and night time activity to the Specific Plan area, creating a healthy, vital new neighborhood in south San Mateo. The urban design of the Phase I area is distinguished by tree-lined streets, parks, pedestrian ways and plazas. Its centerpiece is the Linear Park, which includes a water course, two fountains and a pedestrian promenade. Fronted by residential, commercial, retail and restaurant uses, it is the heart of community activity. Phase I also included a four lane extension of Saratoga Drive from Hillsdale to Delaware Street, and a significant reconstruction of the 101/ Hillsdale interchange. Phase I residents, employees, shoppers and visitors already enjoy one of the prime benefits of being in a mixed use community, the ability to walk for many of their daily trips. Phase II of the Specific Plan will reinforce that benefit by offering these existing Phase I users access to dramatically improved regional rail service. FIGURE I-2 Aerial view of site looking west I - 4 November 7, 2005

Phase II The Phase II Specific Plan Amendment builds upon Phase I and takes even greater advantage of the existing and expanding CalTrain commuter rail line linking San Francisco to San Jose and Gilroy. The proximity to the new express train station to be built as part of the ongoing service improvement provides a unique opportunity for Phase II to further the mixed use principles initiated in Phase I, and to create development that maximizes the use of public transit. The Phase II site is positioned just to the south and west of the Highway 101/92 interchange and is thereby situated at an important regional crossroads, linking Bay Meadows by road with the entire Bay area. With its extraordinary rail and highway transportation infrastructure, Bay Meadows may be the best strategically located redevelopment site in the region. This Specific Plan Amendment articulates a vision for developing Phase II in a way that recognizes its privileged location and maximizes the use of public transit, while ensuring development respects and complements its unique setting in the City of San Mateo. FIGURE I-3 Aerial Boundary Map of Phase I and Phase II Proposed Caltrain Express Station Phase II Phase I November 7, 2005 I - 5

Purpose The Specific Plan as adopted in 1997 contemplated the continuation of racing on the Main Track, but acknowledged the possibility of additional future amendments. As called for under the City s General Plan Policy LU 1.18, governing major institutions and special facilities, the reuse or redevelopment of the Race Track shall be planned in a comprehensive manner. This Specific Plan Amendment concerns itself primarily with the creation of a mixed-use community on areas presently devoted to the Main Track and the related facilities and the means by which the two phases will be connected. Its purpose is to: 1. Establish a comprehensive framework for the redevelopment of the Phase II Specific Plan Area and surrounding support facilities. 2. Determine the appropriate location and intensity of development, mix of land uses and building heights to be constructed within the Phase II Specific Plan Area. 3. Determine the scope and function of proposed transportation and other infrastructure improvements associated with the redevelopment of the Phase II Specific Plan Area. 4. Guide the character of the development to ensure that high-quality place making improvements are made to address the concerns of the residents and City of San Mateo. This includes guiding the development of streets and public spaces that enhance a pedestrian culture within the development thereby encouraging mass transit utilization. 5. Establish public and private sector implementation measures and responsibilities that adequately address both regional and local impacts, especially in regard to transportation and other infrastructure improvements. Goals The goals for the Specific Plan Amendment are to: 1. Transit Oriented Development Create a mixed use and walkable new neighborhood in San Mateo that maximizes the use of transportation alternatives to the private automobile, especially public mass transit associated with the proposed relocated Caltrain Station, while minimizing impacts to residents. Create a new neighborhood at Bay Meadows that justifies the provision of an express stop Caltrain Station. 2. Land Use and Community Design Provide a complementary mix of land uses and amenities including employment, housing, commercial services, civic open space and facilities, and transit. Provide extraordinary open space amenities, both passive and active, to serve the neighborhood and the broader San Mateo community. Concentrate neighborhoods and bring within walking distance most daily activities to enhance community life, efficiently utilize land resources, and reduce reliance on the private automobile. I - 6 November 7, 2005

Create a safe and attractive neighborhood through the design of streets, parks, buildings and buffers. Protect the character of surrounding residential neighborhoods with adequate landscaping, set backs and buffers while providing pedestrian connections. Provide a variety of housing types consistent with transit oriented development that include both ownership and rental opportunities. Enhance the potential of the Expo Site. Provide neighborhood serving retail that enhances access to goods and services adjacent to nearby neighborhoods. 3. Transportation Complete the City's street grid and General Plan connections to enhance traffic conditions throughout the City. Reduce reliance on the private automobile by enhancing opportunities for transit ridership, walking and biking. Maximize utilization of the train station by integrating it into the development, and providing complementary adjacent land uses that make its use attractive and convenient. Build an interconnected street and pedestrian access network that establishes direct routes to the new neighborhoods from local destinations, gives an appropriate scale to the development, and knits Phase II into surrounding neighborhoods. Reduce traffic compared to other development by providing a mix of commercial and residential uses in proximity to transit. Balance creation of neighborhood streets with the need to accommodate neighborhood traffic and the sharing of city-wide traffic. Encourage transit utilization by existing adjacent neighborhoods. 4. Economic Development Provide workforce housing to assist the City's goal of a housing/jobs balance. Provide for a new corporate commercial area thereby supplying the existing and future space needs for employers in San Mateo. Insure job and tax base retention, economic development and growth for San Mateo and the region. 5. Infrastructure Provide adequate infrastructure services to the Specific Plan Area, while avoiding negative effects on existing services and facilities. Provide new neighborhood express stop. November 7, 2005 I - 7

Vision Statement For Bay Meadows Phase II Bay Meadows Phase II is envisioned as a compact, walkable, transit-oriented community, where many independent elements are brought together to promote transit utilization. It is a place in which the traditional assets of San Mateo's suburban setting are to be complemented with an increased range of lifestyle choices made possible by the proximity of high quality transit, superior public parks, a range of housing options and employment opportunities, and a wide variety of goods and services, all within comfortable walking distance. FIGURE I-4 Town Square Illustrative Rendering In this newest of San Mateo's neighborhoods, the pedestrian will have priority. Development will be compact, and be focused around a central commuter train and inter-modal bus station through a pattern of interconnected traditional city blocks. Bay Meadow's streets, the primary public realm that defines the block pattern, will be built to create a vibrant street life that encourages walking, not just as an alternative to driving, but as a pleasurable activity in and of itself. Walkways will be generous, continuous, well lit, and protected with a canopy of trees. On-street parking, multiple residential front doors, and active ground floor commercial uses will activate and provide a sense of community stewardship of those streets. In addition to making Bay Meadows a desirable place to live and work, beautiful streets are fundamentally important to achieving high levels of transit ridership, since every trip to and from transit begins on foot. As a complement to the street network, a comprehensive public park system will not only offer a wide range of passive and active recreational opportunities, but also enrich and support the overall walking experience. Residents will have the option of walking to work, to restaurants and common services, and to recreation. For some it will even mean that owning a car will be an option, not a necessity. Bay Meadows will accommodate bicyclists as well. A hierarchy of bike lanes and routes connects San Mateo's existing bike facilities on Saratoga Drive and the Franklin Parkway multi-use path to the train station and El Camino Real. These facilities provide safe bicycle mobility to both the seasoned bicycle commuter and the occasional recreational bicyclist. FIGURE I-5 Delaware Street Illustrative Rendering Bay Meadow's vibrancy will be reinforced by the range of lifestyles its housing options will support. Varying building types, unit sizes, tenure options and affordability, in conjunction with a range of on-site employment opportunities, will ensure it will appeal to as wide a cross section of existing and future San Mateo residents as possible. Delaware Street will be the neighborhood's 'main street', supported by ground floor retail shops, restaurants, and the train station. It will be a place where people sharing the same neighborhood can casually interact with one another as part of their normal daily experience, and by doing so, it will also become an amenity for the larger San Mateo community. FIGURE I-6 Courtyard Illustrative Rendering Sustainability, the notion that land, energy, water, materials and capital are precious and that their conservation is fundamental to our continued well being, is of critical importance to the overall philosophy of the development. In this regard reducing reliance on the single occupant automobile is of paramount importance, and is supported by a combination of many interdependent factors. These include appropriate densities to support transit, attention paid to ensure a walkable environment, mixing of uses to reduce the need for trips beyond the neighborhood, reductions in the amount of parking provided, and the provision of bicycle lanes and paths. In addition, storm drainage and water quality practices integrated into the open space system will reduce the project's impacts while providing a visually and ecologically richer environment. I - 8 November 7, 2005

El Camino Delaware Street Bay Meadows Specific Plan Amendment - Phase II Overview Project Description FIGURE I-7 Phase II Illustrative Site Plan The illustrative plan in Figure I-7 describes how the 83.34 acre Phase II area integrates: A street grid that connects Delaware Street to Pacific, 28th Avenue from the tracks across to Saratoga Drive, and 31st Avenue from the tracks across to Franklin Parkway, with integral secondary streets to complete the road network and ensure connectivity to the new rail station. A 15 acre park system, including active, recreational and passive zones like those at San Mateo Central Park. A mix of uses within this network of streets and parks that includes 1,250 homes, 1.25 million square feet of office/commercial space, and 150,000 square feet of retail in a predictable but flexible to market conditions development program. San Mateo County Exposition Center Fiesta Gardens Community Park Saratoga Drive 28th Avenue Promenade 28th Avenue Neighborhood Parks JPB Garage with Ground Floor Retail 29th Avenue New Caltrain Station Pedestrian Easement Town Square 30th Avenue Franklin Campus Phase I View Corridor 31st Avenue South Bikeway Franklin Extension November 7, 2005 I - 9

Bay Meadows Specific Plan Amendment - Phase II Overview Streets The Bay Meadows Phase II street system provides a number of transportation improvements both at a local and citywide level. The most significant improvement is the creation of street connections that close critical gaps in south San Mateo's transportation system. The primary street grid of Delaware Street and 28th and 31st Avenues (Figure I-8) completes a goal of the City's General Plan by adding an additional north south connection to complement El Camino Real and Saratoga, but it also greatly increases the local area's east west arterial network, by connecting El Camino Real and Saratoga Drive using both 28th and 31st Avenues. These connections serve the local needs of mobility and access for Phase II, the citywide needs of providing alternative parallel routes to congested corridors, and also provide bicycle, pedestrian and transit connections. A fine-grained network of internal Bay Meadows Phase II streets will connect to this new primary grid. This new public street system, which constitutes the Framework Plan (Figure I-9) provides several benefits. FIGURE I-8 Phase II Primary Street Grid I - 10 November 7, 2005

The street system: Creates new east-west multi-modal connections closing the gaps created by the Bay Meadows Racetrack. These new connections (28th Avenue and the extension of Franklin Parkway to 31st Avenue) provide alternative routes, and additional capacity, parallel to Hillsdale Boulevard, link El Camino Real to Saratoga Drive, provide connections to the Hillsdale Shopping Center from east of the railroad, and provide a more direct connection between 25th and Saratoga Drive and Highway 101. Implements the City's General Plan intention by creating a Delaware Street connection between 25th Avenue and Pacific Boulevard, providing an alternative to El Camino Real for local traffic, pedestrians, and transit. Helps complete the citywide and regional bicycle system by providing bike lanes on Delaware Street north of 28th Avenue, and bicycle routes through the site utilizing a combination of bike lanes and off-street paths connecting to Pacific Boulevard with connections to the Caltrain station. The bicycle system also provides a multi-use path along 28th Avenue connecting the existing bike lanes on Saratoga Drive to El Camino Real. Helps improve the regional commuter rail system by providing access to the new relocated Hillsdale Caltrain platform and station from the east side of the railroad, and internal connections for vehicular, pedestrian, bicycle, and transit access to and from the station. FIGURE I-9 Public Streets November 7, 2005 I - 11

Parks The centerpiece of the Phase II Specific Plan Area is a public park system providing approximately 15 acres of a variety of green spaces and recreational uses intended to serve Bay Meadows Phase II as well as surrounding neighborhoods. These interconnected public parks range from 1.5 to 12 acres and will be built regardless of the number of housing units ultimately constructed at build out. Complementing these publicly dedicated parks are a series of pedestrian access and open space easements that will greatly enhance the connectivity between the public parks, and between Phase II and the adjacent Phase I development. FIGURE I-10 Open Space System Community Park 28th Avenue Promenade Easement Linear Neighborhood Park Pedestrian Passage Easement (To be located at SPAR) Central Neighborhood Park View Corridor and Town Square Easement Public Parks Community Park Linear Neighborhood Park Central Neighborhood Park Total 12.0 ac 1.5 ac 1.5 ac 15.0 ac South Bikeway Easement Public Easements 28th Avenue Promenade Pedestrian Passage View Corridor/Town Square South Bikeway Approximate Total 0.25 ac 0.20 ac 1.80 ac 0.60 ac 2.85 ac I - 12 November 7, 2005

In conjunction with the extensive tree-lined street and sidewalk network, this system of parks and publicly accessible open spaces extends into every neighborhood, allowing a high proportion of Phase II residents to live in housing facing onto them, and all to be in close proximity to one or more of them. The system includes: A Community Park, a large open space that will offer a combination of passive and active uses for existing and future residents of Bay Meadows Phase II and the surrounding community. Two primarily passive Neighborhood residential Parks. A Town Square, a vibrant multipurpose public plaza and gathering place on an easement at the northeast corner of the intersection of 31st Avenue and Delaware Street. A View Corridor, offering visual and the potential for physical access to and from Phase I and Phase II along an easement following the axis created by the Phase I Linear Park. A 28th Avenue Promenade, a wide sidewalk and bikeway along the north side of 28th Avenue to enhance the connectivity between the Community Park and Delaware Street and the train station. A South Bikeway, a wide sidewalk and bikeway along the south property line, parallel to the existing sound wall, to improve access between Phase I and Phase II, and to afford enhanced pedestrian access for Glendale Village residents to the new train station and amenities to be provided on Delaware Street. FIGURE I-11 Town Square Illustrative Rendering FIGURE I-12 Linear Neighborhood Park Illustrative Rendering FIGURE I-13 Community Park Illustrative Rendering November 7, 2005 I - 13

Neighborhoods Land uses in Phase II are distributed to create two complementary neighborhoods (Figure I-14). One, centered on Delaware Street, is fully mixed use, with an emphasis on providing commercial, retail and residential uses in closest proximity to the new train station. The second neighborhood, primarily residential, and including a limited amount of retail uses, is located east of the Delaware Street blocks. Together these two neighborhoods will offer housing, employment, shopping and community uses. FIGURE I-14 Phase II Use Zone Diagram The Station/Mixed Use neighborhood (Figure I-15) is focused around the new CalTrain Station and the project's main street, Delaware Street. It includes those blocks west of the new north - south Linear Neighborhood Park. This area is designed to promote daytime and nighttime activity, and features mixed use commercial and residential buildings with active retail ground floor frontages that will provide many of the goods and services for local residents and workers. Commercial space is intentionally concentrated here immediately adjacent to the train station (the Hillside Station is already one of the peninsula's most heavily used) to promote the highest possible use by commuters. A hotel would be a permitted and compatible use in this neighborhood. A public plaza or 'town square' located at the key intersection of 31st Avenue and Delaware Street will be a civic and spontaneous public gathering place and a landmark for this new destination in south San Mateo. The activity generated by Delaware and the new town square will be important amenities and attractions for the residents that will live above and adjacent to these new shops and services. The Residential Neighborhood (Figure I-16) will accommodate many housing types that will appeal to a mix of lifestyles, incomes and ages. It includes the blocks east and south of the new north - south Linear Neighborhood Park. This neighborhood has three interconnected public parks ranging in size from approximately 1.5 to 12 acres. Individually they will provide a distinctive address and identity for the residences adjacent to them while collectively offering a range of active and passive recreational opportunities to the local and larger community. Blocks on which the housing is built are deliberately small to ensure a fine grained public environment that offers a maximum opportunity for convenient pedestrian trips to and from the train station. Their layout includes a dramatic continuation of the view corridor that is implied today between the Phase I mixed use area, the Franklin campus, and on toward the proposed alignment of Delaware and the new CalTrain station. FIGURE I-15 Illustrative Plan of Delaware Street Special care and attention have been given to the relationship of Phase II to its surrounding neighborhoods, and this concern is reflected in the design of the Residential Neighborhood. Its southern edge is specifically designed to create a transition between it and the Glendale Village community to the south. The extension of Franklin Parkway will be aligned to connect with the extension of 31st Avenue beneath the new rail station. This alignment will ensure that the McLellan Avenue homes are well separated from vehicular traffic north of them. And, to ensure houses on McLellan Avenue are not overlooked by adjacent development, the existing height restriction zone running along the sound wall is extended north, limiting the height of all Phase II buildings fronting on the soundwall to a maximum of 35' and making that location ideal for the construction of various forms of single family housing. The small area proposed for development along Saratoga on the eastern edge of Phase II will also include a landscaped setback to respect the visual privacy of the adjacent homes in Fiesta Gardens. Along the site's northern edge, the 12 acre community park will complement the beautiful landscape quality of Saratoga and serve as a buffer to the adjacent County Expo Center. I - 14 November 7, 2005

FIGURE I-16 Residential Mixed Use Neighborhood Illustrative Plan Land Use The initial subdivision of Phase II formalizes the limits of the Station/Mixed Use Neighborhood and the Residential Neighborhood through the creation of two parcels, the Station/Mixed Use Parcel, and the Residential Parcel. Each is further subdivided into development Blocks, as shown in Figure I-17. Land use and zoning designations, program allocations and density calculations are all made in reference to these Parcel and Block designations. November 7, 2005 I - 15

FIGURE I-17 Phase II Parcel and Block Key Station /Mixed Use Parcel Residential Parcel Development Program The Phase II Specific Plan Amendment proposes a maximum of 1,250 residential units, 1,250,000 s.f. of office/commercial, and 150,000 s.f. of retail space. In recognition of likely changes in market conditions over the course of the Plan's buildout, the Specific Plan Amendment also includes a formula for allowing limited variation in the proportion of these uses. By substituting up to 250 dwelling units or 250,000 s.f. of office/commercial space at a ratio of 1 residential unit per 1,000 s.f. of office/commercial, the maximum program ranges would be: Program Option Land Use Maximums Commercial Residential Retail (s.f.) (Units) (s.f.) Base Program 1,250,000 1,250 150,000 Maximized Commercial 1,500,000 1,000 150,000 Maximized Residential 1,000,000 1,500 150,000 I - 16 November 7, 2005

In addition to these maximum values, the Specific Plan Amendment requires that if a developer has elected to develop the site, a minimum of 1,000 residential units (corresponding to approximately 32 units/acre if applied to the Residential Parcel), and a minimum of 500,000 s.f. of office/commercial space, must be provided at buildout. Any uses converted from residential to office/commercial, or from office/commercial to residential, may only be located on Blocks where those uses are permitted, as shown below and in the Land Use Plan, Figure IV-4. FIGURE I-18 Land Use Plan Residential (Commercial Uses not permitted except for Retail on Blocks RES 7 and RES 9) Commercial/Retail only STA 1 MU 1* STA 2 MU 2* RES 1 RES 2 RES 3 Mixed Use (Commercial, Residential and Retail permitted) Primary Commercial/Retail (35 residential units/block max.) STA 3 STA 4 MU 3 MU 4 RES 4 RES 6 RES 5 Parks Commercial with optional Retail RES 7 RES 8 Predominantly Commercial Commercial, Residential, or Retail Residential Commercial/ Retail Only STA 5 RES 9 Required Ground Floor Retail or active use Permitted Ground Floor Retail or active use Easements * Hotel Permitted on MU 1 and MU 2 only. November 7, 2005 I - 17