Executive Summary. ES.1 Project Background

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This executive summary presents the key findings of this environmental impact report (EIR) for the San Joaquin Regional Rail Commission s (SJRRC) ACEforward plan. SJRRC proposes to expand service and connections to better serve the existing travel markets along its existing corridor between Stockton and San Jose and to expand service to additional cities in San Joaquin, Stanislaus, and Merced Counties. This section summarizes the background, purpose and need, description, costs, environmental impacts and mitigation, alternatives, areas of controversy, and areas to be resolved associated with the plan. ES.1 Project Background SJRRC is the designated owner, operator, and policy-making body for the Altamont Corridor Express (ACE) service which presently focuses on connecting northern San Joaquin County, the Tri-Valley, and Silicon Valley by providing daily train service from Stockton to San Jose. SJRRC does not own the tracks on which ACE operates, but instead has entered into trackage rights agreements with both the Peninsula Corridor Joint Powers Authority (PCJPB; operators of Caltrain) and Union Pacific Railroad (UPRR) to operate on portions of their respective tracks. ACE shares tracks with freight trains and Amtrak Capitol trains dispatched by UPRR within the UPRR right-ofway (ROW) and within the Caltrain ROW. Between 2009 and 2012, SJRRC and the California High-Speed Rail Authority (CHSRA) conducted planning for the Altamont Corridor Rail Project (ACRP) to develop a new regional rail line from Stockton and Modesto to San Jose through the Altamont Pass. This project would have provided both intercity and commuter electrified passenger rail service. The ACRP would have serviced regional transportation needs and provide an opportunity to link to the planned California High- Speed Rail (HSR) System. The ultimate build concept for the ACRP included a fully grade-separated, independently-owned ROW for electrified service from Stockton to San Jose. While the ultimate build concept of the ACRP remains a long-term potential, SJRRC has identified shorter-term goals to modernize the existing ACE service that would result in faster intercity and commuter train service and could establish a connection between Stockton, Modesto, Ceres, Turlock, Merced, and San Jose within the next 10 years. A new suite of improvements, known as the ACEforward plan, has been identified and developed to accomplish these goals for existing ACE service. ES-1

Since June 2013, SJRRC has been advancing the ACEforward plan. ACEforward is consistent with the Metropolitan Transportation Commission (MTC) 2007 San Francisco Bay Area Regional Rail Plan, which identified the Altamont Corridor as a key future northern California regional rail route (Metropolitan Transportation Commission 2007). Furthermore, ACEforward builds upon the Bay Area Regional Rail Plan and the prior planning conducted for the ACRP. ACEforward is also consistent with the CHSRA 2016 Business Plan in relation to providing an opportunity to connect existing intercity and commuter rail services to future HSR service (California High-Speed Rail Authority 2016). ES.2 Purpose and Need The purpose and need for ACEforward are summarized in this section. ES.2.1 Need for ACEforward The need for ACEforward is driven by the following considerations. Existing train service nearing maximum capacity Transportation demand in the ACE service area, driven by the economic relationships between San Francisco Bay Area (Bay Area) and Central Valley counties Roadway congestion in the ACE corridor and limited roadway expansion options Air quality in the ACE corridor and the greenhouse gas (GHG) emissions reduction imperative Existing constraints on the infrastructure on which ACE operates (ACE does not own the track it runs on; improvements are necessary to get permission from UPRR to increase service) Each factor contributing to the need for ACEforward is discussed in detail in the following sections. ES.2.1.1 Transportation Demand in the Altamont Corridor Express Service Area Existing Altamont Corridor Express Service Area Since its inception, ACE remains a weekday commuter rail service between Stockton and San Jose. ACE service began in October 1998 with two westbound morning trains from Stockton to San Jose and two eastbound afternoon trains from San Jose to Stockton on weekdays. In November 2009, a third roundtrip for ACE passengers was added, providing a third westbound morning train and a third eastbound afternoon train on weekdays. A fourth weekday roundtrip train, providing an additional westbound morning train and eastbound afternoon train, was added in September 2012. ACE currently does not operate on the weekend, but does provide extra service for special events such as San Francisco 49er football games. ACE trains presently consist of one diesel-electric locomotive and five to seven bi-level passenger coaches and operate at a top speed of 79 miles per hour (mph). Between 1990 and 2013, the number of people commuting from the northern San Joaquin Valley to the Bay Area more than doubled, growing from 32,000 to nearly 65,000 commuters (Bay Area Council Economic Institute 2016). Approximately 45 percent of existing ACE riders travel between ES-2

Stockton/Tracy and San Jose, 30 percent travel between the Tri-Valley 1 and San Jose, 16 percent travel between Stockton/Tracy and the Tri-Valley, and internal trips within the South Bay and Tri- Valley consisted of 6 and 3 percent, respectively. Within the last 5 years, ACE ridership has roughly doubled. In 2015, approximately 1.33 million annual riders traveled on ACE. The existing need for ACE passenger rail intercity and commuter service stems from the social and economic ties that bind together the San Joaquin Valley, the Tri-Valley, and the South Bay. The most characteristic ACE trips are journeys to and from employment areas during peak commute times, from riders places of residence in the San Joaquin Valley or the Tri-Valley to the riders places of work in the Tri-Valley or the South Bay. Modeling of unconstrained 2 annual ridership for the existing ACE corridor without any service expansion or service time improvements indicates that it will increase by more than 14 percent to approximately 1.52 million riders in 2020. This trend is projected to continue, and by 2025, the unconstrained ridership demand without service extensions or service time improvements for ACE is projected to increase to 1.65 million annual riders. The unconstrained ridership will not be achieved in reality, however, without additional parking facilities at origin stations. Furthermore, without expansion of service, the increased ridership over time will result in crowded and unsafe conditions onboard and at station platforms. The increasing demand for ACE service correlates with the anticipated future population and employment growth in the three counties (Santa Clara, Alameda, and San Joaquin Counties) along the existing ACE corridor. Table ES-1 summarizes the anticipated increases in population and employment growth in the counties within the existing ACE corridor. As shown, population growth in Santa Clara, Alameda, and San Joaquin Counties is anticipated to grow at a generally steady rate from 2015 to 2025, with San Joaquin County experiencing the greatest population growth among the three counties. Employment growth within the three counties is anticipated to be the highest from 2015 to 2020, with Santa Clara and Alameda Counties experiencing more employment growth than San Joaquin County during this time. These population and employment projections support the general characteristics of current ACE trips, and contribute to the need for future increased ACE service in the existing ACE service area. 1 The Tri-Valley is located in the eastern Bay Area and includes Pleasanton, Livermore, Dublin, San Ramon, and Danville as well as the unincorporated Alameda County communities near these cities. 2 This modelling does not take into account access constraints to ACE service due to a lack of parking. In actuality, such ridership increases cannot be realized without increased parking at origin stations. ES-3

Table ES-1. Projected Population and Employment Growth in the Existing ACE Service Areas Counties 2015 2020 2025 Population % Change 2015 2020 % Change 2020 2025 Santa Clara County 1,896,000 1,981,000 2,055,000 4.5% 3.7% Alameda County 1,604,000 1,689,000 1,759,000 5.3% 4.1% San Joaquin County Employment 721,000 758,000 791,000 5.1% 4.4% Santa Clara County 1,036,000 1,127,000 1,173,000 8.8% 4.1% Alameda County 737,000 790,000 827,000 7.2% 4.7% San Joaquin County Source: California Department of Transportation 2015 231,000 248,000 258,000 7.4% 4.0% Extended Altamont Corridor Express Service Area As part of ACEforward, SJRRC proposes to extend ACE service from Manteca to Modesto, Ceres, Turlock, and Merced, from San Joaquin to Stanislaus and Merced Counties. As described in the 2013 San Joaquin Council of Governments Interregional Multi-Modal Commute Trip Planning Study, a large number of employed residents of San Joaquin, Stanislaus, and Merced Counties work outside the region or in a county other than their county of residence. Because the three-county region has fewer jobs than workers, this imbalance leads to significant proportions of the workforce commuting out of the three-county region for work. Residents of the three-county region who work outside the county in which they reside travel mostly to the Bay Area (approximately 14 percent of all employed residents in the region) or commute within the three-county region but to a different county from their county of residence (approximately 9 percent of all employed residents in the region). Given these travel characteristics, there is an existing and growing demand for transit services between the Bay Area and the San Joaquin Valley within the extended ACE corridor. Table ES-2 summarizes the anticipated increases in population and employment in the counties within the extended ACE corridor. As shown, the anticipated populations in San Joaquin, Stanislaus, and Merced Counties are significantly greater than the number of jobs offered in the respective counties for 2015, 2020, and 2025. This population and employment growth pattern is likely to increase the existing trend for commutes from the three-county region to the Bay Area and commutes within the three-county region. ES-4

Table ES-2. Projected Population and Employment Growth in the Extended ACE Service Areas Counties 2015 2020 2025 Population % Change 2015 2020 % Change 2020 2025 San Joaquin County 721,000 758,000 791,000 5.1% 4.3% Stanislaus County 535,000 559,000 586,000 4.5% 4.8% Merced County 268,000 284,000 303,000 6.0% 6.7% Employment San Joaquin County 231,000 248,000 258,000 7.4% 4.0% Stanislaus County 181,000 194,000 202,000 7.2% 4.1% Merced County 78,000 82,000 84,000 5.1% 2.4% Source: California Department of Transportation 2015 ES.2.1.2 Roadway Congestion in the Corridor The predominant mode of personal travel where the existing and extended ACE corridors are located is the automobile. In addition, many of the roadway corridors are influenced by truck traffic between the Central Valley and the Port of Oakland, particularly Interstate (I-) 580. Economic growth and the corresponding demand for transportation services in Santa Clara, Alameda, San Joaquin, Stanislaus, and Merced Counties have exceeded the region s ability to provide the needed roadway capacity. The existing and extended ACE corridor provides transportation services in the vicinity of the following freeway segments. I-880 from San Jose to Fremont I-680 from San Jose to Pleasanton State Route (SR) 84 from Fremont to Pleasanton I-580 from Pleasanton to the San Joaquin County line I-205 from the San Joaquin County line to Lathrop SR 120 from I-5 to SR 99 I-5 from Lathrop to Stockton SR 99 from Stockton to Merced The rapid increase in travel demand between the San Joaquin Valley, the Tri-Valley, and the South Bay, coupled with the growth in population in the surrounding areas, has placed increasing pressures on the highways serving the region. Alameda and Santa Clara are the first and second most congested counties within the nine-county Bay Area (California Department of Transportation 2016). In the Bay Area, three freeway segments near the existing ACE corridor are identified as the second, sixth, and eighth locations with the most delay during the commute hour in the Bay Area (Metropolitan Transportation Commission 2015). Southbound (SB) I-880 from San Leandro to Milpitas during the morning period is the second most congested freeway segment in the Bay Area with 7,300 daily (weekday) vehicle hours of delay. ES-5

Northbound (NB) I-680 from southern Fremont over the Sunol Grade to SR 84 during the afternoon period is the sixth most congested freeway segment in the Bay Area with 3,940 daily (weekday) vehicle hours of delay. Westbound (WB) I-580 from the San Joaquin County line over the Altamont Pass to Dublin and Pleasanton during the morning period is the eighth most congested commute with 3,800 daily (weekday) vehicle hours of delay. The congestion experienced on the freeway segments in the Bay Area carry over onto freeway segments in the San Joaquin Valley. As it connects with I-580 near the Alameda San Joaquin County line, I-205 serves as a major interregional connector for moving people between the northern San Joaquin Valley and the Bay Area. The commute pattern on I-205 is unidirectional, with San Joaquin Valley residents commuting to jobs in the Bay Area during the morning period and returning in the afternoon period. Congestion on I-205 correlates with this travel pattern, which stems from the growing jobs and housing imbalance within the San Joaquin Valley. I-205 experiences congestion in the morning peak hours with 192 daily (weekday) vehicle hours of delay and heavy return traffic in the afternoon peak hours with 902 daily (weekday) vehicle hours of delay (California Department of Transportation and San Joaquin Council of Governments 2010). In the future, this out-commute pattern from the San Joaquin Valley to the Bay Area is expected to continue and become even more pronounced. With this pattern, congestion and bottlenecking on I-205 is anticipated to worsen. In the northern San Joaquin Valley, congestion locations occur most frequently in urban areas where the annual average daily traffic tends to be higher, exit and entry ramps or interchanges are more frequent, and the risk of crashes is more prominent. Congestion on SR 99 primarily occurs near urban centers, such as Stockton, Modesto, and Merced (Fresno Council of Governments 2016). Without future roadway improvements, congestion on freeway corridors in the vicinity of ACE are anticipated to increase to the point at which travel peak periods would spread into midday and to later in the evening. Bottlenecks would continue to constrain movement through the corridor. The Association of Bay Area Governments (ABAG) projections indicate that job growth in the Bay Area is expected to increase approximately 11 percent between 2015 and 2025, with population in the Bay Area increasing approximately 9 percent in the same timeframe. In addition, population in San Joaquin, Stanislaus, and Merced Counties to expected to increase 17 percent between 2015 and 2025, with job growth in these counties increasing approximately 14 percent in the same timeframe. The resultant new transportation demand will lead to high levels of congestion that will take a toll on economic development by constraining goods and people movement. As one example, between 2013 and 2040, peak hour traffic is expected to increase as follows on routes of regional significance in the Tri-Valley and adjacent areas (DKS Associates 2015). I-680 South of SR-84 (Sunol Grade) 52 percent increase in peak hour traffic I-580 East of Tassajara Road 35 percent I-580 East of Vasco Road 59 percent I-680 overall in Tri-Valley 2013 a.m. peak average speeds of 56 mph (NB) to 57 mph (SB) and p.m. peak average speeds of 45 mph (NB) to 58 mph (SB) 2040 a.m. peak average speeds of 46 mph (NB) to 52 mph (SB) and p.m. peak average speeds of 40 mph (SB) to 46 mph (NB) ES-6

I-580 overall in Tri-Valley 2013 a.m. peak average speeds of 35 mph (WB) to 62 mph (EB) and p.m. peak average speeds of 49 mph (EB) to 59 mph (WB) 2040 a.m. peak average speeds of 26 mph (WB) to 51 mph (EB) and p.m. peak average speeds of 35 mph (EB) to 48 mph (WB) Similar increases in congestion are expected for I-880, SR 84, I-205, and SR 99. Opportunities to improve highway capacity are constrained by a number of factors, including funding availability, the need for extensive and costly ROW acquisitions, and potential environmental impacts, such as displacement of residences and businesses, and impacts on natural resources and redesign of local roadways beyond the interchanges. For these reasons, substantial capacity improvements to I-880, I-680, SR 84, I-580, I-205, SR 120, I-5, and SR 99 cannot be relied upon to fully address long-term travel demands in the corridor. In this environment, ACE provides an essential and viable transportation alternative to costly highway capacity expansion. By reducing trip times and increasing transit ridership, ACEforward would help to ease congestion on the Bay Area and San Joaquin Valley freeways. ES.2.1.3 Air Quality and Greenhouse Gas Emissions High rates of automobile ownership and increasing vehicle miles traveled (VMT) have contributed to air quality problems throughout California. Pollutants of concern include nitrogen oxides and reactive organic gases which are precursors of ozone (also referred to as smog); sulfur dioxides; carbon monoxide; and particulate matter. GHGs (including carbon dioxide, nitrous oxide and methane and other gases) are now a focus of environmental planning in California because of their role in global climate change. Motor vehicles are substantial contributors to the production of all of these pollutants. The ACEforward existing and extended corridor includes portions of two air basins: the San Francisco Bay Area Air Basin (SFBAAB), for which air quality conditions are regulated by the Bay Area Air Quality Management District (BAAQMD), and the San Joaquin Valley Air Basin (SJVAB), for which air quality conditions are regulated by the San Joaquin Valley Air Pollution Control District (SJVAPCD). While the air quality has improved in recent years, largely in response to technological improvements in motor vehicles and fuels, both air basins face substantial challenges to meet air quality standards. The SFBAAB is designated a marginal nonattainment area for the 8-hour federal standard for ozone, a nonattainment area for the federal PM2.5 (particulate matter smaller than 2.5 microns in diameter) standard, and a maintenance area for the federal carbon monoxide standard. With respect to the California standards, the SFBAAB is currently a serious nonattainment area for the 1-hour ozone standard and a nonattainment area for the 8-hour ozone, PM2.5, and PM10 (particulate matter smaller than 10 microns in diameter) standards. The San Joaquin Valley has more challenging air quality issues than the SFBAAB. The SJVAB is designated an extreme nonattainment area for the 8-hour federal standard for ozone and a nonattainment area for the federal PM2.5 standard. With respect to California standards, the SJVAB is currently a severe nonattainment area for the 1-hour ozone standard and a nonattainment area for the 8-hour ozone, PM2.5, and PM10 standards. ES-7

Section 4.3, Air Quality, provides a summary of data collected at the air quality monitoring stations nearest to the ACE corridor and a discussion of the total number of days that state and federal ambient air quality standards were exceeded. Because transportation is the major contributor to ozone precursors, increasing auto travel threatens the area s improvement in air quality. Growing congestion will add to the potential problems because of increased emissions of vehicles operating in stop-and-go traffic. Shifting commuters and other travelers to higher occupancy modes is highly desirable as a means to partially offset the effects on air quality produced by the growth in auto travel. Increased and expanded ACE service offers the greatest potential for increased high-occupancy travel from the San Joaquin Valley to the Bay Area including in areas with the most severe air quality problems in the corridor. Compared to existing conditions, near-term improvements would result in reduction in emissions in 2040 of up to 29 to 31 tons per year of ozone precursors and 49 to 56 tons per year of PM10 in the BAAQMD and up to 27 to 28 tons per year of ozone precursors and 12 to 30 tons per year of PM10 in the SJVAPCD as a result of increased and extended ACE service (see Section 4.3). Transportation is the largest source of GHG emissions in California and in most communities along the ACE corridor. Most of the communities in the ACE corridor have adopted climate action plans to lower their community contributions of GHG emissions, with all seeking to lower transportation emissions. California has ambitious goals to reduce GHG emissions throughout the state. By reducing vehicle travel on regional roadways, ACEforward would also help communities along the ACE corridor and California as a whole to meet their goals for GHG reductions. Compared to 2020 No Project conditions, the near-term improvements would result in a reduction of up to 10,000 metric tons of carbon dioxide equivalent of GHG emissions (see Section 4.8, Greenhouse Gas Emissions). ES.2.1.4 Existing Infrastructure Constraints in the Corridor The majority of track (approximately 82 miles of the total 86-mile corridor) ACE trains travel on is owned and operated by UPRR. SJRRC has entered into trackage rights agreements with UPRR to operate on portions of their tracks. Where ACE operates on UPRR tracks, ACE shares the tracks with freight trains dispatched by UPRR. The existing infrastructure ACE operates on experiences significant operating limitations, including limited capacity because much of the corridor is comprised of a single main track and tight curves along the alignment and the corridor also includes steep grades over the Altamont Pass. Because ACE shares track with freight dispatched by UPRR and the majority of the corridor consists of a single main track, ACE can only pass freight trains in designated areas where siding tracks 3 exist. Since UPRR controls the tracks on which ACE runs, UPRR requires an increase in capacity along the route before ACE will receive permission to run additional passenger service so additional passenger service does not inhibit UPRR s freight operations. Thus, SJRRC is unable to expand and modernize ACE service without constructing physical improvements to the existing infrastructure to expand the overall rail network capacity. 3 A siding is a section of track alongside the main track where a train can temporarily pull off the main track for maintenance, coupling up cars or locomotives, or to let other trains pass along the main track. ES-8

ES.2.2 Purpose of ACEforward SJRRC proposes to expand service and connections to better serve the existing travel markets along its existing corridor between Stockton and San Jose and to expand service to additional cities in San Joaquin, Stanislaus, and Merced Counties. ACEforward is composed of incremental improvements to expand rail capacity, upgrade passenger facilities, establish a train-to-train ACE/Bay Area Rapid Transit (BART) connection, potentially reroute ACE service through downtown Tracy, potentially add or replace station locations and extend ACE service to Modesto, Ceres, Turlock and Merced. 4 The primary purposes of ACEforward is to increase frequency, improve service reliability, reduce travel time, and improve passenger facilities; enhance intercity transit connectivity and maximize connections with other transit services; reduce traffic congestion, improve regional air quality, and reduce GHG emissions; and to promote local and regional land use and transportation sustainability goals. Each of these objectives is discussed in detail below. Increase frequency of service, improve service reliability, reduce travel time, and improve passenger facilities. Improvements under ACEforward would increase rail capacity at pinch points along the corridor through the addition of new main tracks, sidings, and possibly a tunnel in the Altamont Hills. Service times in the corridor would be improved through a combination of superelevation in the near term, separate actions by ACE and Capitol Corridor Joint Powers Authority (CCJPA) 5, increased reliability in the near term and longer term due to the rail capacity sidings and double-tracking, and possibly with a tunnel in the Altamont Hills in the longer term. These improvements would result in several benefits including improved service reliability, reduced travel time, and would also allow for additional ACE service. Because these improvements address the operational limitations of the corridor, there would be fewer incidents of bottlenecks and delay, which would improve ACE service reliability and on-time performance. These improvements would allow ACE to obtain extra train slots 6 from UPRR to operate two additional daily trains in the near term and up to six additional daily trains in the longer term. Parking would be expanded at existing stations to accommodate additional ACE service in the near term and the longer term. The added frequency of ACE trains, along with travel time savings, improved service reliability, and upgraded passenger facilities, are expected to stimulate additional ACE ridership. Enhance intercity service and maximize connections with other transit services. Improvements under ACEforward would support enhanced intercity transit connectivity, provide additional surface passenger transportation capacity, and maximize connections with other transit services within the Bay Area and San Joaquin Valley. In the longer term, ACEforward would expand service to include weekends and holidays. ACE is evaluating the potential establishment of a train-to-train ACE/BART connection in the Tri-Valley and/or Union City to promote intercity transit connectivity between the San Joaquin Valley and portions of the Bay Area ACE does not currently reach such as San Francisco, the San Francisco Peninsula, and the East Bay. In Tracy, ACE is evaluating rerouting ACE service through downtown Tracy to 4 And possibly Livingston or Atwater, depending on alternative selected for implementation. 5 ACE will be extending certain platforms through use of Cap & Trade funding separately which helps with quicker loading and unloading. CCJPA is presently planning to superelevate portions of the ACE route. 6 Train slots are defined as the number of trains an operator is allowed to dispatch. Currently, UPRR allows ACE eight weekday train slots to operate four westbound trains from Stockton to San Jose in the morning and four eastbound trains from San Jose to Stockton in the afternoon. ES-9

service the existing Tracy Transit Center, which has transit connection with local and regional bus services, including TRACER, San Joaquin Regional Transit District, and Greyhound buses. ACE is also evaluating potential new stations at locations of approved and potential new development west of Tracy, in River Islands and in Lathrop/Manteca, which could increase transit use in these areas. The ACE extension to downtown Modesto and Merced would service the existing intercity and commuter transportation needs of the Central Valley, and would support transit-oriented development in the downtown parts of cities with potential or proposed service. Modesto Max (City of Modesto bus transit) currently run buses to meet each ACE train at the existing Lathrop/Manteca Station. The extension to Merced would also provide a future opportunity to connect with the California HSR System which would integrate ACE into a unified northern California rail system. These intercity transit connections are expected to stimulate additional ACE ridership. Reduce traffic congestion, improve regional air quality, and reduce greenhouse gas emissions. An expanded and improved ACE would provide a transportation alternative to automobile use, which would alleviate traffic congestion on corridor highway segments (along I- 880, I-680, I-580, I-205, and SR 99), and result in air quality benefits and a reduction in GHG emissions. In addition, by maximizing connections with other transit services within the Bay Area and Central Valley, ACEforward could contribute to indirect benefits related to alleviating congestion and improving regional air quality. Reductions in air pollutant emissions represent long-term health benefits for ACE riders, and for residents and employees along the ACE corridor. In addition, reduction of GHG emissions would help California to meet its goals under Assembly Bill 32, the 2006 Global Warming Solutions Act, as well as post-2020 state GHG emission reduction goals. Promote local and regional land use and transportation sustainability goals. Metropolitan areas are implementing strategies to encourage more efficient use of land resources, improve mobility, and provide alternative transportation facilities and services as a means to lower GHG emissions and to maintain air quality standards. One statewide strategy adopted in the California State Implementation Plan is the development of multi-use transportation corridors, including the addition of more transit and the expansion of rail modal options. ACEforward would further improve regional air quality and reduce GHG emissions, beyond reducing VMT from automobiles, by supporting regional land use and transportation planning goals under the Sustainable Communities and Climate Protection Act of 2008 (also known as Senate Bill [SB] 375) and other local, regional, and state sustainability initiatives. ACE is evaluating potential new ACE stations in downtown Tracy, in areas of proposed or potential future planned development west of Tracy, in River Islands, in Lathrop/Manteca, and in downtown areas between Manteca and Merced. The new transit stations could act as a catalyst for smart growth in communities by revitalizing city core areas and addressing traffic congestion issues in the cities of the northern Central Valley. ES.3 Description of ACEforward Improvements ACEforward is a phased improvement plan proposed by SJRRC to increase service reliability and frequency, enhance passenger facilities, and reduce travel time along the existing ACE service corridor from San Jose to Stockton and to extend ACE service to Manteca, Modesto, Ceres, Turlock and Merced. This plan would provide the foundation for SJRRC s near-term and longer-term vision of intercity and commuter passenger rail services. ES-10

The ACEforward plan contains both near-term and longer-term improvements that are analyzed in this EIR. Near-term improvements are analyzed at a project level of detail based on preliminary engineering analysis in this EIR, and no further environmental analysis under CEQA is anticipated. Longer-term improvements are analyzed at a programmatic, more conceptual level of detail in this EIR because only conceptual engineering has been completed at this time. Subsequent environmental documentation will be required for the longer-term improvements once further engineering is completed. For the analytical purpose of this EIR, the ACEforward corridor is divided into nine geographic segments. The nine geographic segments consists of (from west to east): San Jose to Fremont, Centerville to Union City, Centerville/Niles/Sunol, Tri-Valley, Altamont, Tracy to Lathrop, Lathrop to Stockton, Manteca to Modesto, and Modesto to Merced. Figures ES-1 through ES-8 depict the locations of near-term improvements and longer-term improvements by geographic segment. ES.3.1 Overview of Near-Term Improvements In the near term, ACEforward proposes improvements, which could be implemented as early as 2019, necessary to support ACE service of up to six daily roundtrips between San Jose and the San Joaquin Valley, a potential reroute of ACE service through downtown Tracy, and the extension of ACE service to Modesto. The timing of improvements will depend on the time necessary to obtain all necessary permits and approvals and the construction duration for the specific improvements selected (Section ES.3.1.3, Construction Schedule/Durations). The project-level analysis of the near-term improvements in this EIR will allow the selected improvements to proceed with permitting, final design, and construction. It is possible that there will be a phased implementation of near-term improvements. For example, given the recent approval of funding from SB 1 (2017), the extension of service to Modesto may be able to be advanced in the near term once appropriate station improvements are made. This EIR analyzes a full build suite of potential improvements that may ultimately be implemented to support increased and expanded service over time. However, infrastructure improvements and passenger service can be increased and extended in a phased approach over time. Thus, the development of physical improvements and expanded service should be seen as a range over time. Minimal improvements Addition of station, parking and key track/infrastructure improvements and commencement of initial service or expansion of existing trains (one or more trains) Interim improvements Construction of track improvements, such as double-tracking, at specific areas of train congestion, and possibly additional parking improvements necessary per ridership, which would allow further expansion of service beyond the initial service or expansion Full build Completion of all proposed improvements along existing and new corridors The area for ACEforward s near-term improvements consists of the existing ACE corridor between San Jose and Stockton in Caltrain and UPRR ROWs, the proposed ACE extension to Modesto within the existing UPRR ROW, areas immediately adjacent to specific near-term improvements, several areas outside of the existing UPRR ROW where new track alignments are proposed, and other nearby areas that may be used for construction staging or access. ES-11

As shown in Figures ES-1 through ES-8, the limits of the near-term improvements span Santa Clara, Alameda, San Joaquin, and Stanislaus Counties. Near-term improvements are proposed in the following geographic segments, listed west to east: San Jose to Fremont, Centerville/Niles/Sunol, Tri-Valley, Altamont, Tracy to Lathrop, Lathrop to Stockton, and Manteca to Modesto. ES.3.1.1 Near-Term Improvements Alternatives ACEforward s near-term improvements generally entail the following four types of improvements. Operating and passenger facilities improvements required to support the increased ACE service proposed in the near term (San Jose to Fremont, Tri-Valley, Lathrop to Stockton segments) Track improvements to relieve rail network congestion and expand rail capacity at existing or future congestion points (Centerville/Niles/Sunol and Altamont segments) Potential reroute of ACE service through downtown Tracy with new potential stations west of Tracy, in downtown Tracy, and in the Lathrop/Manteca areas (Tracy to Lathrop segment) Extension of ACE service to Modesto and new stations in downtown Manteca, Ripon and Modesto (Manteca to Modesto segment) Table ES-3 provides a list of alternatives considered in each geographic segment, and notes which alternative(s) could be selected for implementation within each segment. The near-term improvements are described in greater detail in Chapter 2, Description of Near-Term Improvements. Table ES-3. List of ACEforward Near-Term Improvements Code San Jose to Fremont SJF-1 SJF-2 Tamien layover facility improvements Fremont Station improvements Title of Near-Term Alternative Near-term Alternatives SJF-1 and SJF-2 in the San Jose to Fremont segment would be implemented. Centerville/Niles/Sunol CNS-1a CNS-1b CNS-1c CNS-2a CNS-2b Alameda Creek Bridge, Sunol double track, and Hearst siding extension with and without Centerville line expansion Centerville line expansion, Sunol double track, and Hearst siding extension Oakland-Niles Subdivision connection at Industrial Parkway and track upgrades, Sunol double track, and Hearst siding extension Niles Canyon Railway upgrades and northern connection Niles Canyon Railway upgrades, southern connection, and Sunol double track Only one near-term alternative in the Centerville/Niles/Sunol segment would be implemented. Tri-Valley TV-1 Pleasanton Station improvements TV-2 Vasco Road Station improvements (variants 1 and 2) Near-term Alternatives TV-1 and TV-2 in the Tri-Valley segment would be implemented. Altamont A-1 Altamont track realignment and siding extension Near-term Alternative A-1 in the Altamont segment would be implemented. ES-12

Code Tracy to Lathrop Alignment options TL-1 TL-2a TL-2b TL-3 TL-4a TL-4b Station options Existing alignment Title of Near-Term Alternative Downtown alignment with Midway crossover Downtown alignment with Lammers crossover Existing alignment with Lyoth-Banta crossover to River Islands Downtown alignment with Midway crossover and State Route 120 crossover Downtown alignment with Lammers crossover and State Route 120 crossover -- West Tracy Station A-1 -- West Tracy Station A-2 -- West Tracy Station A-3 -- West Tracy Station A-4 -- West Tracy Station A-5 -- West Tracy Station B-1 -- West Tracy Station B-2 -- Existing Tracy Station -- Downtown Tracy Station (variants 1, 2, and 3) -- River Islands Station -- Relocated Lathrop/Manteca Station (variants 1, 2a, and 2b) -- Existing Lathrop/Manteca Station Only one near-term alignment (and corresponding station options for the selected alignment) in the Tracy to Lathrop segment would be implemented. One or two stations may be selected in the west of Tracy and Tracy area, and one station would be selected in Lathrop/Manteca or River Islands area. Lathrop to Stockton LS-1 Stockton Station improvements (variants 1, 2, and 3) One of the variants for the near-term Alternative LS-1 in the Lathrop to Stockton segment would be implemented. Manteca to Modesto MMO-1a MMO-1b Extension to Modesto with existing Tracy-Fresno Subdivision connection Extension to Modesto with Oakland-Fresno Subdivision connection Only one near-term alternative in the Manteca to Modesto segment would be selected for implementation. It is also possible that no extension to Modesto would be implemented. ES.3.1.2 Operation and Maintenance Conceptual Service Plan In the near term, SJRRC proposes to increase ACE service to six daily roundtrips. There are two operational scenarios in the near term, which are dependent on whether the service extension to Modesto (Alternatives MMO-1a and MMO-1b) is pursued. If the service extension to Modesto is pursued, the six daily roundtrips in the near term would consist of the following split-service scenario. ES-13

In the morning period, four westbound trains from Stockton to San Jose and two westbound trains from Modesto to San Jose. In the evening period, four eastbound trains from San Jose to Stockton and two eastbound trains from San Jose to Modesto. This is only one combination of split service. It is possible that service to Modesto could start with only one roundtrip train with only station and some key track/infrastructure improvements and then service levels increase over time with capacity improvements. If the service extension to Modesto is not pursued, the six daily roundtrips in the near term would remain in the existing ACE corridor and consist of the following scenario. In the morning period, six westbound trains from Stockton to San Jose. In the evening period, six eastbound trains from San Jose to Stockton. Based on a prototypical schedule, in the near term, there would be no more than two trains per hour in both the morning westbound and evening eastbound directions. Ridership Implementation of ACEforward s level of service in the near term is anticipated to result in increased ridership by 2020. Table ES-4 summarizes the existing ACE ridership and the projected base and maximum ridership for 2020 and 2040, with and without the service extension to Modesto (Alternatives MMO-1a and MMO-1b). Each base and maximum ridership scenario identifies the specific near-term improvements that would be implemented within the scenario. Table ES-4. ACE System Ridership with Near-Term Operations Ridership Scenarios 2015/2016 2020 Annual Riders % Increase 2040 % Increase No Project a 1,285,200 1,511,700 18% 2,186,800 70% Scenarios without service extension to Modesto Base Ridership without Extension b -- 1,952,500 52% 2,882,900 124% Maximum Ridership without Extension c -- 2,183,900 70% 3,147,600 145% Scenarios with service extension to Modesto Base Ridership with Extension d -- 2,242,800 75% 3,256,100 153% Maximum Ridership with Extension e -- 2,310,500 80% 3,355,700 161% Notes: a No Project Alternative consists of four roundtrip trains per weekday between Stockton and San Jose. b Base ridership without extension consists of six trains per weekday between Stockton and San Jose. c Maximum ridership without extension consists of six trains per weekday between Stockton and San Jose, with new alignment (Alternative TL-2b) and stations at West Tracy Station A-1, Downtown Tracy, and River Islands in the Tracy to Lathrop segment. d Base ridership with extension consists of four trains per weekday between Stockton and San Jose, and two trains per weekday between Modesto and San Jose. e Maximum ridership with extension consists of four trains per weekday between Stockton and San Jose, and two trains per weekday between Modesto and San Jose, with an additional new station at West Tracy Station A-1 in the Tracy to Lathrop segment. ES-14

Energy Consumption The primary sources of energy used to operate ACE trains and at maintenance and station facilities is diesel fuel and electricity. Existing diesel fuel consumption is approximately 462,000 gallons per year (based on 2016 figures). With ACEforward's near-term improvements, the diesel trains would require up to approximately 672,000 gallons of fuel per year without the service extension to Modesto, or up to approximately 686,000 gallons of fuel per year with the service extension to Modesto. This represents an increase of approximately 210,000 to 224,000 gallons per year from current conditions. Operations at existing maintenance and station facilities required approximately 445,000 kilowatt hours (kwh) of electricity in 2016. Near-term operations would require approximately 886,000 to 918,000 kwh of electricity per year without the service extension to Modesto, or approximately 872,000 to 942,000 kwh of electricity with the service extension to Modesto. This represents an increase of approximately 427,000 to 497,000 kwh of electricity per year from current conditions and is due to the additional lighting for additional parking facilities and/or additional stations. Maintenance SJRRC does not own the tracks on which ACE operates; instead, SJRRC has entered into trackage rights agreements with host railroads (both PCJPB and UPRR) to operate on portions of their respective tracks. Maintenance of way (MOW) is the responsibility of the host railroad. In general, MOW is the ongoing maintenance of track (tie replacement, switch greasing, ballast recontouring), track structures, bridges, drainage features, signal apparatus and other signal infrastructure. Maintenance activities are both ongoing responses to daily issues and planned preventive maintenance. Depending on the corridor, host railroads will have other maintenance activities that are required, specific to the features located in the corridor. PCJPB maintenance activities also include tree pruning and removal in areas where trees would pose a maintenance or safety concern. UPRR maintenance activities include annual vegetation trimming and herbicide application, especially in the Niles Canyon area. With near-term ACE operations, PCJPB and UPRR would continue to conduct maintenance activities associated with the rail corridor in accordance with their current practices. ACE stations, served solely by ACE, are maintained by SJRRC even though the land may be owned by the local jurisdiction. The Fremont Station, Great America Station, Santa Clara Station, and San Jose Diridon Station are all maintained by other transit entities. SJRRC s Facility Department is responsible for maintenance and cleanup of each station from Pleasanton to Stockton. Maintenance crews are located at the ACE maintenance facility in Stockton, and are dispatched as needed from Stockton to the various stations. Typical maintenance activities include trash pickup, landscaping, painting, minor concrete work, and light bulb replacement. Contractors are hired for more extensive maintenance activities, such as major concrete work, platform extension, and paving. Certain stations have specific agreements with the local jurisdictions regarding maintenance activities that would be the responsibility of the local jurisdiction. SJRRC s existing fleet maintenance activities for ACE are conducted at the ACE Rail Maintenance Facility (RMF) in Stockton. Regular train maintenance consists of daily inspections of equipment (as required by the Federal Railroad Administration), cleaning, and servicing activities such as fueling, filling of sand boxes, emptying of toilet tanks, and replenishing of fluids, supplies, and consumables (including trail crew supplies). Train washing can occur up to several times per week, or as required ES-15

for any special event trains. Preventive and periodic maintenance, including light and heavy repairs of passenger coaches and locomotives, are conducted at scheduled intervals. With near-term operations, fleet maintenance activities would continue at the ACE RMF in Stockton. If ACE service is extended to Modesto (Alternatives MMO-1a and MMO-1b) in the near term, a temporary layover facility would be constructed in Modesto to support train layovers, storage, light maintenance, and daily servicing. For heavy maintenance and repairs, trains would be cycled back to the ACE RMF in Stockton. ES.3.1.3 Construction Schedule/Durations In the near term, ACEforward proposes improvements, some of which could be implemented as early as 2019 depending on the timeframe for permitting, contractor selection, and final design. Table ES-5 identifies the duration for construction of each near-term improvement alternative. The construction durations presented are not sequential; construction could occur simultaneously at several locations. The durations noted below are for actual construction activity. The near-term improvements would require permitting, contractor selection, and final design prior to construction and thus the total duration from now would be longer than the construction durations noted in the table. Table ES-5. Near-Term Improvements Construction Durations Near-Term Improvement San Jose to Fremont Construction Duration (months) Tamien layover facility improvements (Alternative SJF-1) 24 Fremont Station improvements (Alternative SJF-2) 18 Centerville/Niles/Sunol Alameda Creek Bridge (Alternative CNS-1a) 30 Sunol double track (Alternatives CNS-1a, CNS-1b, CNS-1c, and CNS-2b) 24 Hearst siding extension (Alternatives CNS-1a, CNS-1b, and CNS-1c) 22 Centerville line expansion (Alternatives CNS-1a and CNS-1b) 30 Oakland-Niles Subdivision connection at Industrial Parkway and track upgrades (Alternative CNS-1c) 22 Niles Canyon Railway upgrades and northern connection (Alternative CNS-2a) 36 Niles Canyon Railway upgrades and southern connection (Alternative CNS-2b) 36 Tri-Valley Pleasanton Station improvements (Alternative TV-1) 24 Vasco Road Station improvements (Alternative TV-2, variants 1 and 2) 16 18 Altamont Altamont track realignment and siding extension (Alternative A-1) 24 Tracy to Lathrop Existing alignment (Alternative TL-1) 0 Downtown alignment with Midway crossover (Alternative TL-2a) 34 Downtown alignment with Lammers crossover (Alternative TL-2b) 30 Existing alignment with Lyoth-Banta crossover to River Islands (Alternative TL-3) 26 ES-16

Near-Term Improvement Construction Duration (months) Downtown alignment with Midway crossover and State Route 120 crossover (Alternative TL-4a) 34 Downtown alignment with Lammers crossover and State Route 120 crossover (Alternative TL-4b) 34 West Tracy Station A-1 24 West Tracy Station A-2 16 West Tracy Station A-3 30 West Tracy Station A-4 12 West Tracy Station A-5 12 West Tracy Station B-1 10 West Tracy Station B-2 10 Existing Tracy Station 20 Downtown Tracy Station (variants 1, 2, and 3) 12 30 River Islands Station 36 Relocated Lathrop/Manteca Station (variants 1, 2a, and 2b) 12 20 Existing Lathrop/Manteca Station 8 Lathrop to Stockton Stockton Station improvements (Alternative LS-1, variants 1, 2, and 3) 8 33 Manteca to Modesto Oakland-Fresno Subdivision connection (Alternative MMO-1b) 8 Extension to Modesto (Alternatives MMO-1a and MMO-1b) 42 Downtown Manteca Station (Alternatives MMO-1a and MMO-1b) 10 Ripon Station (Alternatives MMO-1a and MMO-1b) 20 Modesto Station (Alternatives MMO-1a and MMO-1b) 10 ES.3.1.4 Right-of-Way and Easement Needs Approximately 100 parcels outside the Caltrain, Niles Canyon Railway, or UPRR ROW could be affected by near-term improvements. Portions of these public and private parcels may be acquired or require easements for track ROW or rail support facilities. ES.3.2 Overview of Longer-Term Improvements In the longer term, ACEforward proposes a suite of improvements that would ultimately support ACE service of up to 10 daily roundtrips between San Jose and the San Joaquin Valley, a train-totrain ACE/BART connection, and the extension of ACE service to Ceres, Turlock and Merced. The programmatic analysis of the longer-term improvements in this EIR will allow subsequent project-level clearance of individual longer-term improvements. This will allow prioritization and phasing of longer-term improvements. For example, given the recent approval of funding from SB 1 (2017), the extension of service to Ceres could be cleared through a focused project-level environmental document following certification of this EIR. ES-17