1. Senate Bill (SB) 743 changed the metric of transportation analysis from LOS to VMT, with the ultimate objective of reducing VMT to lower the greenhouse gas (GHG) emissions and detrimental air quality impacts that result from driving, which disproportionately impact environmental justice communities that live near freeways and/or in areas that are seeing enhanced vulnerability to climate change. Implementing SB 743 has proven to be challenging for the Department of Transportation (Caltrans) and other local transportation agencies, which the development of California Environmental Quality Act (CEQA) mitigation options for VMT increases would greatly rectify. Several previous efforts have identified and assessed programlevel approaches to mitigation, and this proposal builds upon those conceptual studies by incorporating their recommendations to develop a practical implementation plan, consistent with current processes, bulletins and guidance (i.e. the Caltrans System Investment Strategy (CSIS) evaluation process, Technical Analysis under CEQA (TAC), etc.). Additionally, local transportation agencies, currently the main proponent of VMT increasing projects, would also benefit from the improved efficiencies of this proposal as they would be allowed to participate or buy into the program, once complete. 2. The purpose of the Plan is to develop a strategy, recommendations, and report for implementing a Bay Area VMT Mitigation Bank or Exchange System (System) administered by an Administrator. Objectives of this study include the following: determining the legal considerations of the System; developing a fiscal framework that includes appropriate VMT pricing, a fee-based structure for a range of mitigation investments, and a basic accounting structure for mitigation transactions; designing a monitoring program to ensure mitigation investments occur as planned and committed; determining special considerations for equity and community engagement to promote effective and high-value mitigation investments as well as build community support for new programs; and defining project prioritization and selection criteria. 3. Overall, the Plan will define how Caltrans can promote projects that enhance transit, active transportation, and land use integration through the System, reducing driving needs and increasing low-carbon alternatives mode share to accomplish regional and state sustainability goals. It will also address how Caltrans can foster collaboration among local agencies to identify, prioritize, design, implement, and monitor VMT reduction projects consistent with regional plans and local needs.