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The stark, empty expanse of land just north of Ukiah was once home to one of Mendocino County's flourishing factories, the giant Masonite wood-processing plant.

But the plant disappeared, as did much of the area's timber industry, and now that land has become an unlikely battleground over the economic direction of the county.

An Ohio development company, allied with a Texas businessman, bought the 80 acres three years ago and has grown so frustrated over political resistance to its plans for a mega-center with homes, restaurant and big-box stores like Costco that it is taking the development directly to voters.

The Nov. 3 election has galvanized the county's board of supervisors, councils in most of its cities and local businesses and supporters who fear the 80-acre shopping center would turn Ukiah into an economic ghost town and undermine decision making by elected officials.

In effect, the vote could be a plebiscite over local planning control that has placed a premium on protecting the county's rural character and a developer promising closeby shopping and more tax revenues and jobs in a county hit hard by the economic slump.

The developers' attempt to sidestep local planning and zoning regulations is part of a growing nationwide trend. But the Mendocino County measure is rare in its scope and circumstances.

"It's very unusual. It's more likely to happen after a government defeat or approval," said Steven Glazer, a Bay Area political consultant who has worked on several development issues that went to the ballot, including the Black Point housing and golf development in Novato in 1998 and the Lowe's Home improvement store in Cotati, which was unsuccessfully challenged by anti-growth residents through a ballot initiative in 2004. Unlike the proposed Mendocino County development, both had been approved by their respective city councils.

The campaign over Measure A is dominating politics in Mendocino County.

Opposing views abound in glossy flyers, public debates and radio broadcasts. "No on A" signs are everywhere in Ukiah, where local businesses and their supporters say the project located just north of the Ukiah city limits would bring devastating competition from big, international companies.

A yes vote on Measure A would allow Ohio-based Developers Diversified Realty and its Texas partner, David Berndt, to build up to 800,000 square feet of stores, restaurants and homes on land currently zoned for industrial use, all without county review or approval.

Opponents say the measure would usurp local control of land use by exempting it from county planning and environmental review processes, which allow for public input.

"The passage of Measure A would eliminate the public's ability to plan their own community," said Richard Shoemaker, a former Ukiah city councilman, former county supervisor and a spokesman for the No on A campaign.

Proponents say the opposite is true.

"What can be more democratic than bringing it to a vote of the people," said Robin Collier, a former Ukiah business owner and proponent of Measure A.

Developers Diversified's plan never came to a vote of the board of supervisors before the project's proponents sought a voter referendum. But the developers and its supporters say they had no choice but to go directly to voters.

The proposal was stalled by the county's ongoing failure to adopt a Ukiah Valley Area Plan, said Jeff Adams, the project manager for the project, called "Mendocino Crossings." County officials had said they were unlikely to grant final approval to a project until the county's General Plan was completed, he said.

Developers decided to circumvent the Board of Supervisors after the November 2008 election, when two likely supporters were replaced by project opponents.

The proposal is advertised as a mixed-use, environmentally sensitive, open-air development of homes, restaurants and light industry. It would be anchored by big-box retailers, according to developers.

What actually gets built ultimately depends on what is economically feasible, the developers repeatedly note in the plan. Adams said it could be 20 years before the project is completed.

Opponents say the final project may be nothing more than a big-box shopping center.

So far, several chain stores, including Costco,have indicated interest in the proposed development, Adams said. Costco representatives declined to confirm or deny their interest in the location.

Measure A proponents say Mendocino Crossings would bring tax dollars and jobs to Mendocino County. When fully built out, the project could bring 700 new jobs to Mendocino County, where unemployment was at 10.4 percent in August, they say.

Opponents contend that those mostly retail jobs tend to hover near minimum wage and do not pay enough in this high-cost area of Northern California. They hope the industrial site can be preserved so that better-paying production jobs could someday be situated there.

Measure A proponents also say the development would help keep local dollars local. Residents of Mendocino and Lake counties and southern Humboldt County spend an estimated $169 million in Sonoma County retail stores each year, according to the developers. Much of that money could be captured by a Ukiah-area retail center if it has sufficient consumer draw.

Opponents say there already is plenty of space for additional retail in an existing Ukiah shopping area, where Ukiah officials would like Costco to locate.

The proposed retail center also would boost existing Ukiah businesses by bringing more shoppers to the area, proponents say.

"What this downtown needs is people," said project manager Jeff Adams.

Opponents say the opposite will happen.

"It will be devastating to existing businesses," Shoemaker said. He asserts that 40 percent of the new sales estimated by the developers would be drained from existing businesses.

Opponents of Measure A want the site to remain industrial, saying the potential for higher-paying jobs is greater.

They also have raised issues about water sufficiency, traffic impacts and questioned the project's viability.

Shopping centers nationwide are having trouble filling vacancies. Developers Diversified — one of the nation's largest shopping center developers — has seen its stock value plummet and has been selling some properties.

The company has refused to discuss its finances.

Adams said he doesn't believe the company would be spending so much money on the project if it didn't believe it would succeed. The company backed a signature-gathering campaign that secured more than enough signatures to place the measure on the ballot, which also includes special district elections.

Developers Diversified also has funneled more than $500,000 into its election campaign.

A business-oriented group called "Mendocino County Tomorrow" supports the Yes on Measure A effort but the campaign is funded solely by the developers.

The development's opposition, "Save Our Local Economy - No on A," has raised just over $50,000 from more than 500 contributors. More than 1,100 people lent their names to a brochure supporting the measure.

The opposition boasts support from people who often are at odds. They include Democrats, Republicans, small and large business owners, farmers, environmentalists and city, county and state officials. They include a majority of county supervisors and a majority from the Ukiah, Willits, Fort Bragg and Point Arena city councils.

Land use issues often end up on local ballot measures. But developers are relatively new to the process, which has been dominated by people seeking to limit or stop growth.

"Usually it's no-growth folks," Glazer said.

And most of the development ballot measures have been for single stores, such as a campaigns in Los Angeles in favor of a Wal-Mart.

Not only were they smaller in scope, they did not attempt to bypass the county planning process the way Measure A does, Glazer noted.

"That is a much more difficult endeavor," he said.

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