Palo Alto's council said no to joining the lawsuit, counting instead on Caltrain's stated willingness to work on concerns about grade separations and a predicted increase in traffic congestion at certain intersections.

After closed meetings of their city councils on Jan. 27, Atherton said yes to a lawsuit if certain issues are not resolved, and Menlo Park said "maybe" to joining the lawsuit if pending negotiations over mitigations fail to resolve the issues to the city's satisfaction.

Now that the final environmental impact report for Caltrain's plan to electrify its rail service between San Francisco and San Jose has been approved by the agency's board of directors, cities along the Peninsula with concerns about electrification are pondering what steps to take next.

In a letter from Mayor Rick DeGolia dated Jan. 21, Atherton argued that the environmental report for the electrification project should have included a report on the environmental effects of high-speed rail as well.

"Staff will be meeting diligently with Caltrain to work toward further mitigation," he said. "The town hopes to resolve the remaining issues amicably."

Mr. Rodericks said town representatives would talk about the issues with Menlo Park and Palo Alto. Atherton could go ahead with the lawsuit even if the other two cities don't participate, according to the city manager.

■ Alternatives to electrification. The letter says the environmental report did not look closely enough at alternatives to the electric locomotives, such as high-tech diesel.

■ Atherton train station. Caltrain has promised to reopen the Atherton train station for weekday service with electrification. But council members said they are afraid Caltrain will offer as little as one daily stop each way in Atherton and they want more. The letter said, "The minimal service level is not sufficient."

■ Crossing gates at Watkins Avenue. The letter asks Caltrain to help pay for "quad gates" that keep vehicles from getting on the tracks when the gates are down. With quad gates, the town could ask Caltrain not to blow the train's whistle at the crossing.

■ Wires and trees. The town has complained that the project will take down more trees and other vegetation than is needed. They want Caltrain to promise to position the poles for electric wires down the center of the track so fewer trees are cut.

A letter submitted to Caltrain on Wednesday, Jan. 28, asks the rail agency to extend the deadline for filing a legal challenge by 60 days and states that a lawsuit won't be necessary if Caltrain:

Menlo Park Mayor Catherine Carlton reported after the City Council's Jan. 27 closed meeting that the council had opted to proceed with the legal challenge if pending negotiations over mitigations fail to resolve the issues to the city's satisfaction.

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Caltrain electrification: Menlo Park, Atherton examine litigation options