The city has continued to grow, expanding from a crossroads to an incorporated city and from orchards to office parks. Along the way it has added a diverse population and annexed communities such as Monta Vista and Rancho Rinconada.

What form the city's expansion will take in the future is an open question. What is certain, though, is that a great deal of the future hinges how residents vote on ballot Measures A, B and C on Nov. 8.

The three measures may be the most important decision residents make since the city decided to incorporate 50 years ago.

The conflict that has brought about these measures is between those who want to continue the suburban style development of single family homes and big yards that began in the 1950s and the new direction in development, which includes a mix of retail and higher density housing.

Those who put the measures on the ballot are using the initiative process to circumvent the city council's power to make exceptions to the General Plan in the areas of height, density and setback.

The General Plan is the city's blueprint for growth. Because the General Plan is a city document, exceptions to the provisions can be approved by a simple majority of the city council.

Measures A, B and C set the standards for height, density and setback through the initiative process. That means if a developer makes a proposal that varies from these restrictions, he must go to the voters for the approval--at the expense of the developer.

Those who fear passage of the measures say developers won't even bother to consider Cupertino when building or expanding. That, they say, will have a dramatic negative effect on Cupertino's general fund.

The concern about these measures has become a regional one, pulling some major names and organizations into the dispute, including those concerned with the environment.

The measures were created in 2001 by a group that calls itself the Concerned Citizens of Cupertino.

Disappointment in the look of the Cypress Hotel and Cali Mill Plaza on the corner at De Anza and Stevens Creek boulevards served as a catalyst for the group to organize. Its members pointed to the structures as indicative of where growth in Cupertino might be headed.

The group then took on other development projects and successfully blocked the development of a mix of homes and retail at the struggling Oaks Shopping Center. (Retail shop owners at the Oaks were in favor of the mixed use.) The CCC argued that the Oaks should remain retail only. The council did not approve the plan.

In an effort to permanently stop the council from making exceptions to height, density and setback, the CCC decided to draft initiatives that would eventually become the measures currently on the ballot.

The group's main argument for their initiatives was that it would take a vote of the residents to change them.

"The measures just make it harder for the city to green-light certain projects," says Dennis Whittaker, president of the CCC.

The group then gathered the necessary signatures to place the measures on the ballot.

"We blew past the 10 percent requirement," Whittaker said. (Each ballot measure received roughly 4,500 signatures.)

What would the measures do?

*Measure A limits building density to 15 homes per acre, with the exception of an area centered on Vallco Fashion Park. There, building density would allow for 30 homes per acre.

*Measure B limits building height to 36 feet, again except in designated area of Vallco, which would allow for buildings 45 feet in height.

*Measure C requires buildings to be set back 35 feet from the curb.

The General Plan currently allows for different restrictions in different parts of the city. The CCC says the measures would provide set restrictions for the whole city--except for a section of Vallco Fashion Park. The measures would become a legally binding part of the General Plan.

"We want to protect our scenic vistas, lessen the impact on schools and traffic," Whittaker says, touching on a subject that has inspired great passion in the community.

But there are many who see another side to these measures.

Long-time Cupertino resident Wendell Stephens says the measures would put Cupertino at risk. "They will interfere with revenue downstream," he says

"[The measures] will allow only some things in Vallco," he says. "We need to build up our business, and Vallco is a good place to do it. The developers want to put in a hotel and mixed-use, high-density housing." Stephens says the restrictions wouldn't allow that.

"You only get one shot at a development like this," he says. And he believes the measures would only endorse more strip malls, not the kind of sidewalk stores he and others prefer.

Though Stephens says the CCC has a point about losing the city's suburban landscape, he says, "[A special election] is not a good procedure to go through.

In fact, in nearby Saratoga, which in 1996 passed a similar growth control initiative--Measure G--the process did have unintended consequences. When Saratoga resident Bob Binkley wanted to adjust the lot-line between his two adjoining properties, he had to first get approval of the council and then spent thousands on a special election. The approval before Measure G would have been a three-week administrative process.

Those aligned against the measures, including a group called the Advocates for a Better Cupertino, are equally passionate that they are acting on the best interests not only of the community, but also the region as a whole. The possible implications on communities outside Cupertino has, in part, caused a long list of prominent individuals and groups to oppose the ballot measures. These include the city's Chamber of Commerce, environmental groups such as the Sierra Club, the League of Women's Voters, even U.S. Rep. Mike Honda and U.S. Sen. Dianne Feinstein.

"A community saying no to [high density] housing will have a ripple effect," says Shiloh Ballard, director of housing and community development for the Silicon Valley Leadership Group--an organization that works on regional public policy issues. "If you say no to growth, the pressure isn't just going to evaporate; people are going to go somewhere else," Ballard says.

This has proved true in Saratoga because Measure G made the approval process more complicated for developers. When Saratoga's city council realized in 1998 that voters might not understand the complexity of some proposals, it decided that proposals needed to go through the planning department before being put to the vote.

When developer Barry Swenson proposed an assisted care facility in Saratoga, he was told he had to go through the costly and time consuming planning department process before he would even find out if voters would approve the plan. Swenson simply withdrew the proposal.

However, supporters of the ballot measures argue that quality of life is at the heart of their concerns.

"We want to preserve Cupertino's suburban character," Whittaker says.

"It doesn't make sense," resident and CCC member Ned Britt says of possible high-density development in Cupertino. Such high-density development typically follows a mixed-use concept similar to the one planned for the Oaks. The concept centers on concentrating housing and retail businesses into areas likened to urban villages.

"We don't have small roads like a village, and you don't want to build urban canyons where you can't see the sky," Britt said. "Businesses like attractive communities and we aren't going to attract them if we continue to do that."

Cupertino's Chamber of Commerce is among a long list of groups that oppose the measures.

"We don't support the measures at all," said Christine Giusiana, the chief executive officer of the chamber. "They would be really bad for business," she said, describing the measures as too stringent. "Businesses could be driven away because of the costs of special elections [currently estimated to be more than $350,000] added onto the building and permitting costs."

Last fall, consultants hired by the city to study the impact of the measures, agreed with this view. The firm, Bay Area Economics, determined the measures would discourage builders from coming to Cupertino, which in turn would reduce revenue for Cupertino's general fund. (One-third of Cupertino's general fund revenue comes from sales taxes.) After the consultants presented their findings, Cupertino's city council denied the CCC's attempt to hold a special election on the measures last spring.

Instead, the city placed the initiatives on the regular municipal ballot for Nov. 8.

The CCC says the consultants' findings are geared to what the city wants to hear.

"The city council is unwilling to take the word of residents and instead favors developers," Britt said.

However, non-developers such as the Sierra Club share the view that the measures lack flexibility. The Sierra Club also has concerns of its own about the impact beyond Cupertino.

According to Melissa Hibbard, director of the Sierra Club's local chapter, Sierra Club volunteers spent six months assessing the measures. As a part of that process, the Sierra Club brought in proponents and opponents of the measures. Ultimately, the chapter recommended against the measures for environmental and regional reasons.

"They would be bad for the environment and are short-sighted," Hibbard said, citing concerns about development in the hills and increased car traffic, which would lead to pollution problems.

Instead, the Sierra Club advocates mixed-use growth such as the one proposed for the Oaks Shopping Center and defeated after the CCC campaigned against it. That type of project helps reduce car traffic and increase walking and use of alternative forms of transportation.

Like Ballard, Hibbard also pointed to the potential impact outside of Cupertino if the measures were to pass. Both say the lack of housing in Cupertino, particularly affordable housing, could lead to greater growth and sprawl in communities such as Gilroy and Tracy.

"All of the communities need to shoulder their burden and share the region's need for a jobs/housing balance," Hibbard said. "Folks who work in Cupertino ought to be able live there and the measures make it difficult."

In an August letter to the Cupertino Courier, Santa Clara County Sheriff Laurie Smith also pointed to the impact of the high cost of housing on attracting public servants. "The biggest obstacle we face in finding and retaining quality individuals is the cost of housing," she wrote. "Every year the sheriff's office loses experienced and knowledgeable men and women to other jurisdictions because of high housing costs."

The Cupertino schools have also experienced the impact of the affordable-housing shortage in Cupertino. New teachers receive training in the district's schools and then move to more affordable areas to live and teach.

Interestingly, the Concerned Citizens of Cupertino lists schools as a chief concern, arguing that enrollment could surge with high-density housing.

Whittaker says the schools are already overcrowded and children attend schools outside of their neighborhood. (The Fremont Union High Schools District is in the process of evaluating future enrollment. While it said the schools are just past the peak of high enrollment, it did not know yet if the high schools would continue to be crowded.)

As for housing for teachers and other public servants, the CCC says there's a different way than high-density growth. "We can still build affordable housing," Britt says. "It doesn't have to be high-rises; that's a way for developers to reduce costs."

However, the CCC doesn't explain how a developer can build single family homes on expensive land and still offer low-cost housing.

The CCC also said opponents of the measures are using "rhetoric as a weapon to confuse people."

"The controls [provided by the measures] help slow things down and allow things like infrastructure to catch up," Whittaker says.

At an Oct. 12 forum on the issue at Cupertino's community hall, Sandy James, a co-chairwoman of the ABC and a city councilwoman, in turn described the CCC as misleading.

"Most of their information is not true," she said. "The initiatives do not control growth, James said, expressing concern that growth such as strip malls would be allowed instead. James used the popular new Panera Bakery on Stevens Creek Boulevard as an example of a business that would not be allowed under Measure C because it's setback is too close to the street.

To get approval for the setback exception, the builder would have had to foot the bill for a special election.

At stake is the future look and feel of Cupertino--and quite possibly other communities in the Santa Clara Valley and the Central Valley--a future voters will decide Nov. 8.

For more information on the measures visit, www.smartvoter.org/2005/11/08/ca/scl/meas.

For more information on the Concerned Citizens if Cupertino visit, www.cupertino.cc.

For more information on the Advocates for a Better Cupertino visit, www.abettercupertino.org