Conceptual Proposal for U.S. Route 460 Corridor Improvements Project Through the Public-Private Transportation Act

Transcription

1 September 7, 2010 Volume I Submitted to: Virginia Department of Transportation Submitted by: 460 Partners, Inc. Conceptual Proposal for U.S. Route 460 Corridor Improvements Project Through the Public-Private Transportation Act Volume I

2 Letter of Submittal Letter of Submittal

3 U.S. Route 460 Corridor Improvements Project 1 Letter of Submittal September 7, 2010 RE: U.S. Route 460 Corridor Improvements Project Letter of Submittal HAND DELIVERY Ms. Margie Ray Program Manager Innovative Project Delivery Division Virginia Department of Transportation 1401 East Broad Street Richmond, Virginia Dear Ms. Ray 460 Partners, Inc. is pleased to present to you our response to the Virginia Department of Transportations (VDOT) solicitation for conceptual proposals for the U.S. Route 460 Corridor Improvements Project. We have enclosed ten hard copies and one electronic copy of our proposal, separated into Volumes I and II. The information contained within Volume II is to be considered Confidential under the terms of the Virginia Public-Private Transportation Act of Below you will find the information necessary to contact us or one of our team members. We welcome the opportunity to answer any questions, provide clarifications or supply additional materials. Consortium Firms: Lead Firm 460 Partners, Inc West Cary Street #601 Richmond, Virginia Consortium Firm Moreland Property Group, Inc West Cary Street #601 Richmond, Virginia Consortium Firm Infrastructure Capital Partners, LLC 633 Third Avenue 16th Floor New York, New York Letter of Submittal - 1

4 U.S. Route 460 Corridor Improvements Project 1 Letter of Submittal Authorized Representative 460 Partners, Inc. Brad Rodgers, President 3126 West Cary Street (804) Phone #601 (804) Fax Richmond, Virginia brad.rodgers@460partners.com Member Firms: Letter of Submittal - 2

5 U.S. Route 460 Corridor Improvements Project 1 Letter of Submittal Certificate of Debarment Forms: Certificate of Debarment Forms are located immediately following this Letter of Submittal for: Primary Partners, Inc. 2. Moreland Property Group, Inc. 3. Infrastructure Capital Partners, LLC Lower Tier 1. Lane Construction Corporation 2. Skanska USA Civil Southeast, Inc. 3. AECOM 4. Transfield Services North America 5. Alltech, Inc. Statement of Receipt of Addenda: 460 Partners, Inc. has received Addendum #1 to the Solicitation for Conceptual Proposals, dated July 12, 2010 and Addendum #2 to the Solicitation for Conceptual Proposals, dated September 3rd, 2010 and utilized these documents in the preparation of our Proposal. Below is a list of all of the addenda and sets of questions and responses that we have received: 1. Addendum #1 to the Solicitation for Conceptual Proposals July 12, Addendum #2 to the Solicitation for Conceptual Proposals September 3rd, VDOT Responses to Offeror Questions and Requests for Clarification August 11, 2010 Guarantees and Performance Security: As part of an Interim and/or Comprehensive Agreement between 460 Partners, Inc. and the Commonwealth of Virginia Department of Transportation, 460 Partners, Inc. will enter into a mutually acceptable Guaranty of Performance and Completion document. Statement of Joint and Several Liabilities: The undersigned parties do hereby agree that for purposes of a future Interim and/or Comprehensive Agreement between the said parties and the Commonwealth of Virginia Department of Transportation each will be jointly and severally liable for purposes of the work, services and performance of this proposed private public transportation authority project, commonly known as "U.S. Route 460 Corridor Improvements Project", submitted by said parties this 7th day of September, Letter of Submittal - 3

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15 Executive Summary Executive Summary

16 U.S. Route 460 Corridor Improvements Project 2 Executive Summary Section Brief description of all significant aspects of the Conceptual Proposal and the implementation team, to include Offeror s objectives in the development and operation of the Project. The U.S. Route 460 Corridor Improvements Project is arguably the most important and necessary opportunity that the Commonwealth of Virginia has available in its efforts to drive future economic growth and security for its citizens. The 55-mile corridor stretching from Hampton Roads to Petersburg is a vital logistics link in the nation s supply chain, a strategic military connector, and one of only two principal emergency evacuation routes. Unfortunately, the existing Route 460 is inadequate and unsafe and, if not replaced, will be an impediment to Virginia s future economic growth. Project Objectives: 1. Improve travel safety along the corridor 2. Create a new westbound emergency evacuation route for Hampton Roads 3. Accommodate increases in freight movements along the corridor 4. Improve military strategic connectivity 5. GENERATE FUTURE ECONOMIC GROWTH ALONG CORRIDOR A recent study by the Mason School of Business at William and Mary estimated the Port of Virginia contributes over $41 billion of direct and indirect economic activity to the Commonwealth and over 343,000 jobs. As one of the largest container ports on the East Coast, the Port of Virginia is uniquely positioned to become the dominant east coast container port when the widened Panama Canal opens in The Port benefits from its close proximity to the open ocean, the absence of any air draft obstructions, and a well maintained 50-foot deep access channel, which all contribute to its ability to accommodate the latest generation of Super Post-Panamax vessels. Unfortunately, the transportation arteries around Hampton Roads, and specifically the current Route 460 are inadequate for the important role they play in the Commonwealth s economy. The current Route 460 already has one of the highest accident rates in the Commonwealth. As the growth of Hampton Roads and the Port continues, significant additional demands will be made on this already challenged route. With the U.S. Route 460 Corridor Improvements Project, the Commonwealth of Virginia has a rare opportunity to rebuild this vital corridor to accommodate significant future growth, while restoring safety along the current Route 460. The 460 Partners team recognizes the critical transportation link this corridor provides. However, we view the Project as much more than a transportation project. In fact, we view this as an Economic Development project that has a transportation component to it. The difference is subtle, but vitally important. The new Route 460, a 55-mile modern transportation facility, will forever change the economic prospects of the localities it intersects. In a region where the Median Household Income can be almost half of the State average, this project will create new and prosperous opportunities. This project will give these regions an opportunity to supplement traditionally agrarian economies with retail, manufacturing and warehousing jobs. These jobs will be net job growth to the Commonwealth as it captures increasing market share in the import/export and logistics fields, not jobs that are merely shifted from one locale to another within the Commonwealth. The potential impacts of this project are truly remarkable, both initially and on an ongoing basis. Dr. Stephen Fuller of the George Mason University Center for Regional Analysis has estimated the initial economic impact to the Commonwealth from the construction portion of the Project alone could exceed $4.1 billion and be responsible for the creation of almost 35,000 jobs. Once the Project is completed, the economic benefits begin to compound as businesses locate along the corridor. A recent analysis by the Virginia Economic Development Partnership estimated each new warehouse job would generate over $16,500 of annual tax revenue for the Commonwealth. In addition, each new warehouse job would generate over $13,250 of annual local tax revenue. In the warehousing sector alone, the corridor could see over ten thousand jobs created, representing hundreds of millions of dollars of annually recurring benefit to the Commonwealth. 460 Partners, Inc. has created an innovative and viable solution that not only ensures the Commonwealth that this vital project can finally proceed forward, but will give back economic value generated by the project with Executive Summary - 1

17 U.S. Route 460 Corridor Improvements Project 2 Executive Summary the Commonwealth in a profit sharing formula. The proposed profit sharing arrangement is vastly more beneficial to the Virginia citizenry than any other public-private partnership profit sharing arrangement we are aware being implemented in the United States, and perhaps worldwide. Our Objectives: 460 Partners has set out to achieve the following primary objectives in this Project: 1. Completely eliminate the need for a Public Subsidy through a more cost effective financial structure 2. Design and operate the new 460 with the best life-cycle cost possible 3. Drive additional economic development to Virginia s Gateway Corridor Our Team: It will take a uniquely qualified team to make this vision a reality: 460 Partners is just that team. We have brought together an eminently qualified collaboration of firms and individuals to address the unique needs of the Project. Each firm brings an exceptional track record in its own niche, and the team as a whole will provide the Commonwealth with an extremely capable and well-rounded project team. Development and Financing Moreland Property Group, Inc. and Infrastructure Capital Partners LLC, have come together to form 460 Partners, Inc., a project specific special purpose entity, and have partnered with CGA Capital and Bank of America Merrill Lynch as structuring and placement agents respectively. Combined, the key individuals on this team bring over $66 billion in total combined experience to bear on this project s execution, in addition to literally hundreds of billions of dollars of total combined firm track record. Construction Joint Venture Lane Construction Corporation and Skanska USA Civil Southeast, Inc. have joined together as the prime contractor for the Project. Both firms have an extensive resume of projects within the Commonwealth and are responsible for many of the landmark projects in Hampton Roads and across the United States. Design and Engineering AECOM is one of the largest design and engineering firms in the world with over 45,000 employees. The Fortune 500 firm is consistently ranked by the Engineering News-Record (ENR) as one Executive Summary - 2

18 U.S. Route 460 Corridor Improvements Project 2 Executive Summary of the top 5 Design Firms in the U.S. was the #1 Design Firm in 2010, and the largest design firm in the world for infrastructure development and improvement projects. Operations & Maintenance Transfield Services North America has an exceptional success record with the Commonwealth. Currently the firm is responsible for the operations, management, and maintenance, including restoration programs, for 25% of the interstates in the Commonwealth. 80% of our team members are either Virginia based companies or have a significant presence in the Commonwealth. Tolling Operations Alltech, Inc., a wholly owned subsidiary of Parsons Brinckerhoff, is an industry leader in providing tolling operations around the world. They have extensive experience with all-electronic tolling and award-winning customer service centers. Economic Development Planning The Timmons Group is assisting the 460 Partners team with the economic development planning aspects of our Conceptual Financial Plan. They are a trusted partner to many of the localities along the corridor. In addition, they have a strong relationship with the Virginia Economic Development Partnership, having helped them define their Right Now Sites and Virtual Buildings programs. Community Relations Former Governor of Virginia George Allen and his team at George Allen Strategies have graciously agreed to work with us in our efforts to involve the Port of Virginia, businesses and local communities in the development process to be certain we deliver tangible regional and local economic growth. Our Strategy: 460 Partners, Inc. is proposing to construct a new 55-mile, four-lane limited access highway. The Project will begin at a new interchange along the Route 58 Bypass in Suffolk, Virginia and will continue in a northwest direction until its terminus at a modified Route 460/I-295 interchange in Prince George County, Virginia. The Project runs approximately parallel to the current road position and follows the Candidate Build Alternative 1 (CBA1) that was selected as the preferred alignment. Further, our proposed Project is consistent with the approved Environmental Impact Statement (EIS). The Project will be designed, built, operated, maintained and financed under a Comprehensive Agreement with VDOT, to include a concession term of 75 years, with an option to extend the term to a total of 99 years. Users of the new road will be assessed a toll based upon the number of miles traveled and administered using the latest open road video tolling technology. This technology will eliminate the need for users to slow down to pay a toll, allowing them to pass through the tolling stations at highway speeds. Project Financing Financing the Project has always been a challenge to the viability of the Project. Our team has taken an innovative approach to this issue and formulated a feasible, creative solution, considering both public and private funding options. After careful consideration, we are assuming that we obtain TIFIA financing. We will reexamine this assumption and further explore the benefits of TIFIA to this specific project during the detailed proposal phase. Our team will deliver all of the Project s remaining required capital at the very onset of the Project, via our financial partners, CGA Capital and Bank of America Merrill Lynch. Our financial projections do NOT require the Commonwealth to make any out-of-pocket cash contributions to the Project in the form of a Public Subsidy over the life of the concession, other than some pre-development funding for design work and right of way acquisition, which will be reimbursed at Financial Close. Sources of Revenue It has been well documented that toll revenue alone is insufficient to finance the total Project cost. Our teams independent analysis confirms that additional sources of revenue will be necessary to make the Project feasible. Our team has identified at least two additional sources of revenue. When combined, these revenues sources are projected to be adequate to support the required Project financing. These sources are more specifically outlined in our Conceptual Financial Plan. Executive Summary - 3

19 U.S. Route 460 Corridor Improvements Project 2 Executive Summary Profit Sharing The approach of our team is one of a true partnership with VDOT and the Commonwealth. While the early years of the Project are lean, we will defer returns on the project cost until it is projected to generate positive cash flows. We believe the Project begins to generate positive cash flows within several years of completion. From that point forward, our team is proposing an arrangement whereby the Commonwealth will participate in the profits that the Project generates throughout the concession period. We believe this profit sharing arrangement is worth well over $1.5 billion (NPV $2010) to the Commonwealth. Virginia s Gateway Corridor As we discussed above, our team views this project as an Economic Development project with a transportation component. However, in order for the economic development efforts to be successful, we believe there needs to be a directed, unified approach to attracting jobs and businesses to the corridor. Accordingly, we are proposing 460 Partners, Inc. create and fund the operations of a new regional economic development authority to coordinate the marketing efforts along the corridor. This regional corridor will be branded Virginia s Gateway Corridor and will carry with it a specific set of incentives available to prospective businesses. Key Benefits of 460 Partners Proposal: 1. No required Public Subsidy 2. Profit Sharing proposal returns $1.5 billion (NPV $2010) back to the Commonwealth over time 3. Innovative sources of revenue 4. Design-Build-Operate-Transfer model expedites the construction process 5. World class consortium of firms Suffolk Bypass Widening As an enhancement to the base scope of work, our team is proposing to widen a +/- 5 mile section of the Suffolk bypass from four lanes to six lanes. This section runs from the eastern terminus of the bypass to the starting point of the new Route 460 and handles traffic for both Route 460 and Route 58. Between Bowers Hill and the Suffolk Bypass Route 58 is six-lanes and we believe during an evacuation event this four-lane section could be a significant source of congestion and delay. Our team is proposing to add an additional lane in each direction which would be designated and tolled as truck only lanes. Passenger vehicles would not be charged a toll on this section. During an emergency evacuation, all lanes would be opened to evacuating traffic. Increased Speed Limit The ability to reduce congestion and travel times between Hampton Roads and the Richmond Region is very important to the Project and its financial success. Our team is proposing the General Assembly grant the Project the ability to post a 75-mph speed limit along the 55-mile route. The ability to demonstrate a significant travel time savings to the trucking and drayage companies will make the use of the Port of Virginia and this connector route more economically beneficial to those users, directly impacting the demand for the Project and its profitability, as well as further increasing the growth of the Port itself and the surrounding areas. Traffic Calming on Current Route 460 Our team is proposing specific traffic calming measures be implemented along the existing Route 460 once the new Project is operational. These are intended to further improve the safety of this road and include a prohibition of through truck traffic and reduced speed limits along the route. In addition, during the detailed proposal phase, our team will work with the localities to address additional opportunities to improve the safety of this route. Intersections Addendum #1 of the Solicitation for Conceptual Proposals allowed potential offerors the option to phase the Project and develop intersections as they became financially feasible. Our team has carefully studied this option and after discussions with our designers and the localities, we believe the intersections are important from a life safety perspective. This Project is intended to be an improvement in safety over the current option and without properly spaced intersections we are concerned that emergency response times could reach an unacceptable level. In addition, the inclusion of most, if not all, of the intersections will provide the localities with greater opportunities to participate in the economic development activities that will occur along the corridor. Plus, it will also provide necessary transportation flexibility and access to expanded business Executive Summary - 4

20 U.S. Route 460 Corridor Improvements Project 2 Executive Summary connectivity for a greater range of 460 business transport users, again increasing the overall value proposition of the combination of the Project and the Port of Virginia. Indicative Public Subsidy: $ Partners, Inc. is asking that VDOT initially provide the necessary funds for the pre-development expenses, right of way acquisition and utility relocations incurred prior to financial close (estimated to be +/- $52,000,000), at which time our team will fully reimburse VDOT for those expenses and provide the remaining balance. Based upon our projections, neither VDOT nor the Commonwealth will have to fund any additional expenses. Timing: 460 Partners and its team members applaud the efforts of the Commonwealth and VDOT to provide an expedited procurement process. Our team would welcome the opportunity to work with VDOT and this Administration to generate additional creative solutions that can accelerate the Project timeline, both before and after award of the Project. We conservatively estimate that every day that goes by costs the Project approximately $225,000 in materials pricing escalations. To put that in perspective, a one week delay in the selection process would incur a cost equal to the average annual salaries for 25 VDOT employees. As partners in this Project, we are all incentivized to move the selection process and Project along as expeditiously as possible. Required Declarations: Throughout our Conceptual Proposal, 460 Partners, Inc. has made every effort to minimize the amount of public subsidy required by the Commonwealth. In fact our projections are that we will require $zero Public Subsidy It is the intent of 460 Partners, Inc. to enter into a mutually acceptable interim and/or comprehensive agreement with VDOT for the U.S. Route 460 Corridor Improvements Project in accordance with the terms of this procurement The offer presented in this proposal, and more specifically outlined in our Conceptual Financial Plan, shall remain in full force and effect until such time as the submission of the Detailed Proposals To the best of our knowledge, all of the information provided in our Conceptual Proposal meets appropriate state and federal, standards, statutes and regulations or reasonably anticipated modifications of state and federal statutes regulations or standards. Conclusion: The U.S. Route 460 Corridor Improvements Project has the potential to forever alter the economic landscape of Virginia s Gateway Corridor. With a focused and coordinated effort, this Project can have both an initial $4.1 billion economic impact for the Commonwealth, and a perpetual impact from new jobs and business relocations over time. Our team has provided a solution that not only improves the safety along the existing Route 460, but also provides a safe, economical, and efficient freight corridor where imports, exports and Virginia manufactured goods can flow freely. The 460 Partners team has the knowledge, experience, innovation and capital structuring and sourcing experience to execute this project in a manner that will far exceed the Commonwealth s expectations. We appreciate the opportunity to present VDOT with our concepts and solutions. We look forward to having the opportunity to work in partnership with VDOT and the local communities to make this Project a success. Executive Summary - 5

21 Table of Contents Table of Contents

22 U.S. Route 460 Corridor Improvements Project 3 Table of Contents Volume I 1. Letter of Submittal a. Certificate of Debarment Forms 2. Executive Summary 3. Table of Contents 4. Responses to Conceptual Proposal Evaluation Criteria a. Section Financial Capacity b. Section Project Finance Experience c. Section Design, Construction, Maintenance and Operations d. Section Toll Facility Operations e. Section Conceptual Financial Plan f. Section Indicative Public Subsidy 5. Appendix D Work History 6. Appendix E Resumes Table of Contents

23 Responses to Conceptual Proposal Evaluation Criteria Responses to Conceptual Proposal Evaluation Criteria

24 Financial Capacity Financial Capacity

25 U.S. Route 460 Corridor Improvements Project 4 Financial Capacity Offeror, together with its financing team CGA Capital and Bank of America Merrill Lynch (respectively, CGA/RBS and BAML ), will raise 100% of the necessary funds to complete the Project in the institutional securities market and via TIFIA, structured in such a way that our projections indicate that there will be no Public Subsidy, and yet still a substantial Profit Sharing to the Commonwealth. By placing 100% of the necessary private funds in escrow at the Financial Close, the Commonwealth is assured that the Project has the financial capacity from the onset of construction. This capacity cannot diminish or otherwise be negatively impacted by outside events at any time during the Project s construction. Offeror is providing the requested publicly available financial statements of one of the financing team members, BAML, to demonstrate the strength and viability of our financial team. BAML is the largest bank in the United States, and has been the number one private placement firm in the world for over 13 years. No commitments or guarantees are being made by BAML in connection with funding the Project. Pursuant to the Securities and Exchange Commission ( SEC ) Regulation FD ( Fair Disclosure ), BAML is not disclosing, and does not intend to disclose, any material nonpublic information. In regard to performance security for the initial construction of the Project, Offeror will provide or demonstrate financial capacity through its construction joint venture partners, Lane Construction Corporation and Skanska USA Civil Southeast, Inc., who will provide substantial surety bonds and/or mutually agreeable parent financial guaranties for the construction of the Project. Both firms financial statements are provided. Audited Financial Statements for each of the last three (3) years: BAML is a publicly traded company and as such provides its annual audited financial statements through the SEC form 10-K. Please refer to Volume II for the financial reports and discussion from BAML s 10-K s for the fiscal years 2009, 2008, and These documents, as well as BAML s quarterly reports and other filings, are also publicly available on the internet if you would like additional information on our team s financial strength. Please refer to Volume II for Lane Construction Corporation s financial statements for the last three years. Please refer to Volume II for Skanska USA Civil Southeast s financial statements for the last three years. Interim Financial Statements: BAML does not provide interim financial statements. Lane Construction Corporation s does not provide interim financial statements. Skanska USA Civil Southeast s does not provide interim financial statements. Most recent Securities and Exchange Commission 10-K and 10-Q reports: We have provided 2 hard copies of BAML s most recent 10-K and 10-Q in a separate volume. Lane Construction Corporation and Skanska USA Civil Southeast do not file financial reports with the SEC. Financial Capacity - 1

26 U.S. Route 460 Corridor Improvements Project 4 Financial Capacity Confirmation of no material change: All of the information regarding any material change in BAML s financial position is publicly available. Any and all material changes in BAML s financial position would be disclosed in SEC form 8-K, which is freely available in the public domain. Please refer to Volume II for information on Lane Construction Corporation. Please refer to Volume II for information on Skanska USA Civil Southeast, Inc. Current and planned financial commitments: BAML s current or planned financial commitments would not impact BAML s financial capability for this Project. Please refer to Volume II for information on Lane Construction Corporation s current and planned financial commitments. Financial Capacity - 2

27 Project Finance Experience Project Finance Experience

28 U.S. Route 460 Corridor Improvements Project 4 Project Finance Experience 460 Partners Inc. has carefully considered a number of alternative financing options. We believe that selecting a team with demonstrated financial capability is fundamentally the key to cost-effectively fund long-term P3 transportation projects especially those valued at over $500 million in initial capital costs. In stark contrast, large public projects awarded to qualified institutions on the basis of their demonstrations of financial capacity have stalled, their commitments withdrawn, and capital costs risen to unsupportable levels. Offeror is providing the Commonwealth a capital markets solution and has assembled a financial team with best-in-class credentials and the demonstrated capability to fund this Project by accessing the institutional securities marketplace. The cost of capital that can be achieved in this manner significantly improves both the economic and the short- and long-term success of the project. As described in the Conceptual Financial Plan, funding the construction of the Project will consist of (i) the TIFIA financing commitment and (ii) institutional securities placement sufficient to fully fund the remainder of the Project capital budget into escrow at the Financial Close, such that our projections indicate that there will be no Public Subsidy, and yet still a substantial Profit Sharing to the Commonwealth. Section a On an aggregate basis, identify members of the team that have been involved in successfully financing long-term Public-Private Partnership (P3) transportation projects valued in excess of $500 million total (US$) initial capital costs including a role as an equity investor within the last ten (10) years. Offeror s team consists of the foremost experts in structuring and institutional securities placement, and has the required experience, expertise and demonstrated track record to fund the Project: Structuring: CGA Capital. The exclusive strategic alliance partner for net lease financing to the Royal Bank of Scotland Group, plc, in the United States. CGA/RBS provides structuring services on a wide array of transactions including build-to-suit, sale-leaseback, infrastructure, and tenant improvement projects. CGA/RBS and its affiliates have served as structured lender on U.S. General Services Administration transactions, closing in excess of $1.3 billion, including projects for The Federal Bureau of Investigation, The Drug Enforcement Administration, The Environmental Protection Agency, and The National Institutes of Health, among others. Most recently (July 2010), CGA/RBS served as exclusive financial advisor, debt placement agent and co-equity placement agent for the team selected to develop a new $750 million facility for the National Nuclear Security Administration. Placement: Bank of America Merrill Lynch. With over $52 billion of private placements since 2005 and $6 billion year-to-date, BAML has been the market leader in corporate, government, and infrastructure debt securities private placement worldwide since 1997, in both dollar volume and number of transactions, and is the top provider to 15 of the 20 largest private placement investors. On an aggregate basis, the principals of the Offeror and its structuring and financing team have successfully completed in excess of $110 billion of real estate, infrastructure, and private placement financing and other structured transactions to date. Section b Provide a narrative describing the extent and depth of the Offeror s experience in financing projects similar to the Project. As noted in the preceding section, the principals of 460 Partners and its structuring and financing team have successfully completed in excess of $110 billion of real estate, infrastructure, and private placement and/or structured finance transactions. The 460 Partners team has completed relevant similar transactions valued at Project Finance Experience - 3

29 U.S. Route 460 Corridor Improvements Project 4 Project Finance Experience approximately 55 times the transaction size of the Project. To put that in perspective, our team has successfully executed the equivalent of the Route 460 Project once every 3 months for the past ten years. That level of experience accessing the capital markets allows our team to reliably achieve the lowest cost of capital available in the capital markets at any given time. Please refer to Appendix D, Work History Form 1 which details a small selection of recent, relevant transactions the 460 Partners team and its financing members have successfully executed. The most recent of which was a $750 million financing for the National Security Campus for the National Nuclear Security Administration (NNSA) in Kansas City, Missouri. This GSA transaction is one of the largest public-private transactions ever completed by that agency. The project closed barely 45 days ago and is now under construction. The 460 Partners team has worked diligently with the capital markets to devise a feasible financial structure for the Route 460 Project. Our teams daily prominence in the capital markets provides us with alternatives that may not be readily available to less active participants. We have capitalized on this strategic advantage to create a unique transaction structure that fully funds the Project cost at the lowest possible cost of capital and requires no out of pocket public subsidy from the Commonwealth. With this structure in place, the Route 460 Project becomes a financially viable, and profitable, opportunity for the Commonwealth. We believe that it is important to accelerate the procurement process. Our team has some very specific ideas on ways we can accelerate this process and reduce this capital markets risk. We would welcome the opportunity to share these with VDOT and the Administration. Project Finance Experience - 4

30 Design, Construction, Maintenance and Operations Experience Design, Construction, Maintenance and Operations Experience

31 U.S. Route 460 Corridor Improvements Project 4 Project Design, Construction, Maintenance and Operations Section What is the direct relevant experience of the Offeror s team in the design, construction, operations and maintenance of infrastructure projects of similar scope and magnitude as this Project? The Construction Joint Venture team of Lane Construction Corp., Skanska USA Civil, Inc., and AECOM (collectively known as CJV ) is aptly qualified to design and construct the U.S. Route 460 Corridor Improvements Project. The work history responses in Appendix D illustrate the similar and significant past project history for each of the team members. Inherent in each of these project histories is an underlying business philosophy, and it is one that we will use to design and construct this unique and monumental project from ground breaking to ribbon cutting. The following is a brief overview of the CJV teams philosophy to make this project a reality. The design-build-finance method of highway construction affords a significantly faster means of project delivery. Immediately upon award, the CJV team will begin the process of obtaining right-ofway and starting design. The construction and design team members will work together, as a cohesive unit, to facilitate this process. Construction teams will support and work with the design teams to provide constructability reviews and concepts for construction. Design teams will be on-site and working closely with the contractors during construction to provide quick answers to any design issues and unforeseen situations that may arise. Key Benefits of Design-Build: Most importantly, construction is able to begin without the design, right-of-way, and permits being 100% complete. Design will be focused on areas where an early start and/or critical path work is possible. Design will be controlled to marry the methods of construction, equipment, and materials best suited for the CJV team. The distinct advantage of the contractor and designer jointly working together on the same team provides for enhanced constructability, quality of work, progress, and quick problem resolution. The CJV team will have a subcontracting and procurement plan in place that provides equal opportunity for all, requiring the open advertisement for price quotes with award to the most qualified low price vendors. The program will entice the participation of disadvantaged and/or small businesses. We desire to utilize a local workforce and businesses to make this project a success. The CJV team and 460 Partners, Inc. recognize the citizens, communities and businesses along this corridor have the potential to be impacted by the project. As such, a public outreach plan will be in place to keep all informed of the construction process, progress and impacts. Our team will work to create opportunities for the local communities to provide input through open public meetings and a project website. Our goal is to lessen the potential impacts to the region and make this project a functioning benefit to all. The CJV team strongly supports the P3 process for this high profile, fast-track, and critically important project. We recognize and understand that significant planning has already been accomplished; and given our past experience with the project and local presence, the team has thorough knowledge of the key project issues and familiarity with all of the stakeholders. The CJV team also believes that the project is sufficiently well defined, that the design/build/finance delivery method is both appropriate and advantageous to meet a critical schedule with a well-constructed project. The 460 Partners team is prepared to take on all of the challenges of this project and provide the stakeholders with a superior project completed on time and within budget. Single point of contact for project delivery Enhanced issues resolution for construction Constructability reviews for design Early release work packages to condense the schedule Contractor input on design optimizing materials, means and methods Project Design, Construction, Maintenance and Operations - 5

32 U.S. Route 460 Corridor Improvements Project 4 Project Design, Construction, Maintenance and Operations Section a Provide specific relevant experience of the Offeror and its team members who will be responsible for the operations and maintenance of the roadway. Identify direct and relevant experience related to operation of a reversible roadway during an emergency or evacuation event. Please refer to Appendix D, Work History Form 3 for more detailed information and references on our direct and relevant operations and maintenance experience. Transfield Services North America Transfield Services North America, Transportation Infrastructure (TSNA-TI) is a subsidiary of Transfield Services Limited, a leading global provider of operations, maintenance, asset and project management services with more than 28,000 employees and over 150 clients worldwide. TSNA-TI, formerly VMS Inc., was founded in 1995 to develop the concept of performancebased contracting for infrastructure in the United States a business approach to operating and preserving infrastructure as an investment to be managed to meet a predetermined rate of return. Headquartered in Richmond, Virginia, TSNA-TI now manages multimodal transportation systems and linear and vertical infrastructure across the country. Since VMS was awarded the first performance-based contract for transportation infrastructure executed in the United States by the Virginia Department of Transportation (VDOT) in 1997, we have successfully delivered roadway and facility asset management services for interstates, primaries, bridges, tunnels, toll facilities, rest areas, welcome centers, public buildings, canals, and airport infrastructure and systems. Transfield Services is knowledgeable about the effort required to successfully implement reversible roadway operations during emergencies and evacuation events. For its Turnkey Asset Maintenance Services (TAMS) contract for the Virginia Department of Transportation s Richmond and Hampton Roads Districts, Transfield Services has participated in training for emergency evacuation events and is familiar with the plans for such events. As part of its nine-year-old contract with the Florida Department of Transportation s Five Counties project, Transfield Services emergency response teams are trained on I-10 contra-flow plans for emergency evacuations. Additionally, Transfield Services is involved with contra-flow planning and drills for its Florida s Turnpike project and continues to train personnel and contractors and plan with regional response teams for potential contra-flow implementation. Transfield Services also assisted with contra-flow planning for the eastern segment of SR 528 in Florida, guiding evacuees into Greater Orlando from the coast. Section b Provide specific relevant experience of the Offeror and its team members who will be responsible for the design and construction of the roadway, include its record of success in the development of comparable projects and responsibilities. Identify the design and construction teams prior working relationships, if any. Please refer to Appendix D, Work History Form 2 for more detailed information and references on our direct and relevant design and construction experience. Lane Construction Corporation The Lane Construction Corporation (Lane) is a privately-held company founded in With the invention of the automobile and the need for improved roads, Lane became the pioneer in the development of macadamized pavements, which launched the company into the 20th century as the leading builder of roads throughout the Northeast. Lane, nearing $1 billion in annual revenues, has extensive transportation experience along the East Coast and a vast availability of equipment and personnel. Lane has an excellent reputation throughout the industry for safe, high quality, and ontime completion of some of the major highway and bridge projects. Project Design, Construction, Maintenance and Operations - 6

33 U.S. Route 460 Corridor Improvements Project 4 Project Design, Construction, Maintenance and Operations Lane is currently one of the nation s leading transportation and heavy civil contractors and currently ranks #2 in the ENR Top 25 Highways category (September 2009) and #8 in the ENR ranking of Transportation Contractors (May 2010). Lane has been established in Virginia since the early 1970 s and has completed more than $1 billion in highway, bridge and asphalt paving contracts in Virginia alone. VDOT remains a valued customer and plays an important part of Lane s 120-year history. Lane s regional office is located in Chantilly, Virginia from which all the Virginia operations are managed, to include the asphalt paving division, Virginia Paving and its eight plant locations between Virginia Beach and Alexandria as well as the sign and lighting division, Virginia Sign and Lighting. Lane s full and part time workforce in Virginia at this time is nearing 1,000 employees. The size of our team s staff in the Virginia area demonstrates a commitment to local resources, ensuring high quality and on-time delivery. In concert with VDOT s strong pledge to utilize DBE designers and contractors, Lane is always committed to meeting or exceeding the DBE goals specified. Lane has extensive experience on similar VDOT projects, such as the $1.4 billion High-Occupancy Toll (HOT) Lanes project for VDOT. Other relevant projects include the completed $224 million Blue Line Extension to Addison Road project in Largo, MD, and the $79 million New York Avenue Station for the Glenmont Route in Washington, DC. We hold in high regard the reputation we have achieved through these and other projects and take pride in maintaining that reputation on every project we construct. The projects detailed in this Statement of Qualifications are highly indicative of the experience, capability, pride, and commitment that Lane brings as a firm and instills in each of our team members. Lane has worked in joint venture with Skanska to build the Largo and New York Avenue projects. Lane and Skanska have also worked with AECOM on projects in the mid-atlantic region. Skanska USA Civil Southeast, Inc. Founded in 1932 as Tidewater Construction Corporation, Skanska USA Civil Southeast, Inc. began operations as a marine and pile driving construction firm. From this small beginning, Skanska USA Civil Southeast has grown into a world-class provider of construction management services and general contracting for highway and bridge, marine, rail and industrial construction. Its largest clients include the Virginia Department of Transportation (VDOT) and other state departments of transportation, private industry, the US Navy and Army Corps of Engineers, and various port authorities along the Atlantic Coast. The firm is headquartered in Virginia Beach, VA. Skanska has a long history of working with VDOT on large and innovative projects, from the construction of the Campostella Bridge in 1933, through the second Hampton Roads Bridge Tunnel, reconstruction of the Berkley Bridge, the Coleman Bridge Replacement, construction of the Suffolk Bypass, the Route 1/I-95 Interchange reconstruction (at the time the largest project ever awarded by VDOT) through the APM Terminal Roadway, VDOT s first roadway design-build project. Skanska USA Civil Southeast has a proven track record in delivering successful design-build projects. In addition to the APM Terminal Roadway, our leadership in providing design-build services is further evident in our award-winning, design-build bridge projects: the Cooper River Bridge in Charleston, SC; the I-10 Bridges over Escambia Bay in Pensacola, FL; the Carolina Bays Parkway in Myrtle Beach, SC; the 11 th Street Design- Build Corridor Project in Washington, DC; and the Indian River Inlet Bridge in Sussex County, DE. Skanska USA Civil Southeast is an operating unit of Skanska USA Civil Inc., one of the largest full-service construction providers in the United States. Skanska USA Civil has been performing contracting services throughout the U.S. for almost 100 years. Through its outstanding record attained by constructing assignments on or ahead of schedule and budget, Skanska has enjoyed recognition by numerous clients located throughout the country in providing public and private organizations with construction services in the civil, mechanical, Project Design, Construction, Maintenance and Operations - 7

34 U.S. Route 460 Corridor Improvements Project 4 Project Design, Construction, Maintenance and Operations industrial, marine, foundation and environmental market sectors. Our ability to successfully complete projects in varied geographic markets serves as a testament to the reliability and professionalism clients have come to rely upon our team for. Skanska USA Civil is a business unit of Skanska USA Inc. Skanska USA and its subsidiaries have bonding capacity of more than $6.5 billion. Skanska USA Civil is a leading contractor in the US market. Skanska USA is the US arm of Skanska AB, which is one of the world s leading construction groups with expertise in construction, development of commercial and residential projects, and public-private partnerships. With annual sales of more than $17 billion, Skanska AB is ranked 4th on the ENR list of Top 225 International Contractors for Based in Stockholm, Sweden, the group currently has 56,000 employees in selected home markets worldwide. PPP projects in the United States include a partnership with VDOT to design and construct a second tube for the Midtown Tunnel between Portsmouth and Norfolk, VA, and extend the Martin Luther King Expressway in Portsmouth, VA. This $1.5B project demonstrates our ability to manage large projects and leverage the resources of Skanska to benefit the citizens of Virginia in responding to their transportation needs. Skanska USA is listed in the 2010 Engineering News-Record (ENR) as 3 rd in Top 50 Domestic Heavy Contractors and 6 th in Top 400 Contractors. Skanska USA was also recently honored by ENR as the Top Green Contractor of 2007 based on the volume of sustainable and green projects. AECOM AECOM is a global provider of professional technical and management support services to a broad range of markets, including transportation, facilities, environmental, energy, water and government. With approximately 45,000 employees around the world, AECOM is a leader in all of the key markets that it serves. AECOM provides a blend of global reach, local knowledge, innovation, and technical excellence in delivering solutions that enhance and sustain the world's built, natural, and social environments. A Fortune 500 company, AECOM serves clients in more than 100 countries and had revenue of $6.3 billion during the 12-month period ended March 31, AECOM is a leader in PPP services and regularly teams with contractors, developers, lenders, concessionaires and grantors. In addition, we have helped design major design-construct (also known as design-build in the United States) projects that shape the neighborhoods we live in, the airports that we fly from, the trains we ride on and roads that we drive on. Many of these projects were built under budget on or ahead of schedule, have won numerous awards and received numerous commendations. AECOM brings the experience needed to provide superior PPP services. AECOM was one of the first firms to acknowledge that due diligence, asset condition surveys, O&M and asset management strategies, bid management, strategic advisory, technology, transition services, and program management were vital to the development and continuation of PPPs. Today the firm is staffed with advisors and specialists in each of these areas fully equipped to tackle any questions or challenges that our clients have. AECOM has been involved and played important roles in not only Design-Build, but also other delivery methods such as Design-Build-Operate- Maintain, Design-Build-Operate-Maintain-Finance and Build-Operate-Transfer. The firm understands the different needs and requirements our clients have to deliver projects using different PPP vehicles. AECOM offers affordable solutions to exceed the goals of contractors, developers, lenders, concessionaires, and grantors. AECOM knows what it means to provide best value. As designers on major design-build projects our goals is to provide the best value possible at the lowest cost for our clients. From a complex interchange corridor design to a tunnel facility design, AECOM strives to develop the best technical solution using innovation ideas and the latest technology. Project Design, Construction, Maintenance and Operations - 8

35 U.S. Route 460 Corridor Improvements Project 4 Project Design, Construction, Maintenance and Operations We are a recognized industry leader, consistently ranked No. 1 in key market sectors globally, according to Engineering News Record s (ENR) The Top 500 Design Firms Sourcebook for Our PPP projects in the U.S. include: Alabama Toll Roads, Alabama; Northwest Corridor Managed Lanes Feasibility Study, Georgia; Chicago Midway International Airport Privatization, Illinois; I-595, Florida; Coalfields Expressway, Virginia; SR 54/125 Gap and Connector, California; North Gayton Road, Virginia; and North Tarrant Express, Texas. Section In addition, provide information as to whether the Offeror, design-build Contractor have defaulted on any contracts in the last seven (7) years. Provide details, if any. The Offeror and the design-build Contractors have not defaulted on any contracts in the last seven (7) years. Project Design, Construction, Maintenance and Operations - 9

36 Toll Facility Operations Experience Toll Facility Operations Experience

37 U.S. Route 460 Corridor Improvements Project 4 Toll Facility Operations Section What is the extent and depth of the Offeror s direct and relevant experience in undertaking toll operations for a project or projects of similar scope and magnitude as this project in the last ten (10) years? Please refer to Appendix D, Work History Form 1 for more detailed information and references on our direct and relevant toll operations experience. Alltech, Inc., a wholly owned subsidiary of Parsons Brinckerhoff (PB), is an industry leader in the collection and processing of toll revenues for major toll road projects across the country. Several of their current projects are of a similar size and scope to the Project, including Denver s E-470, a 47-mile beltway around the metropolitan area. Since 2009, Alltech has been utilizing license plate tolling on E-470 and has direct experience establishing a license plate image processing group, as well as a dispute resolution group. Alltech s experience and insight will be invaluable for implementation of a video tolling solution on this Project, in conjunction with the E-Z Pass system. Alltech consistently demonstrates a long-term commitment to our clients success, bringing: Value: Alltech provides value by balancing cost, capabilities and quality while delivering flexible, scalable and innovative solutions. Working with our clients, we develop realistic budget forecasts and engage in frequent expenditure and planning reviews. Despite tight budgets, we have completed each year under budget for all facilities that we operate. Quality: The quality of our customer service programs has been recognized throughout the industry. In 2006, Denver s E-470 toll highway was the winner of the International Bridge, Tunnel and Turnpike Association s highest award, the President s Award. We look forward to bringing our award-winning customer service center expertise to Route 460. Capability: Alltech has consistently proven our capabilities on projects around the world. Whether on the Colorado projects provided here or as the Florida Toll Services joint venture operating the Orlando-Orange County Expressway and Osceola Parkway, we have established the industry standard in providing exceptional customer service and operational effectiveness. Flexibility: Alltech nimbly responds to our clients evolving program needs. In January 2009, the E-470 Public Highway Authority implemented license plate tolling, with conversion to all-electronic tolling (AET) on July 4, The Alltech team suggested new, and supported all Authority-driven, operational changes, revising staff by transferring 26 toll operations personnel to customer service jobs, transitioning 85 positions to outside pursuits, and hiring 40 new customer service representatives and image processors for an overall staff reduction of 23%. Scalability: The E-470 project is an excellent example of our ability to scale a project up or down to meet client needs. For the introduction of AET we scaled down; in 2009, we designed and staffed an image processing center within three weeks in response to E-470 business rule changes. Whatever the need, Alltech has successfully implemented transformative changes in a cost-effective manner. Experience: In addition to the three project examples provided, Alltech brings best practices from customer service organizations around the country. Innovation: Alltech is leading the industry in the use of Six Sigma Lean Speed principles to improve toll facility customer service organizations. We never stop looking for ways to improve our operational methods, quality programs and cost-effective services to provide true value. Toll Facility Operations - 10

38 Conceptual Financial Plan Conceptual Financial Plan

39 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan Section Conceptual Financial Plan Provide an approach to developing a reasonable and viable financial plan that fully funds total project cost. 460 Partners, Inc. has assembled a world-class team of firms and individuals from a diverse set of disciplines including finance, design, construction, engineering, environmental, operations and maintenance, tolling operations, legal and community relations. We believe that this exceptional team is uniquely qualified to come together to finance, develop and operate the U.S. Route 460 Corridor Improvements Project ( Project ). The recent economic downturn, coupled with widespread macroeconomic malaise throughout the world, has made the financing of large scale, long-term P3 projects through traditional infrastructure methods challenging. The 460 Partners team is unique in that our financing experience and abilities are much broader than purely infrastructure finance and our structuring of the financing on this project is not bound by the confines and high return expectations of the traditional P3 model used in the United States. While we do have infrastructure experience, we also have tens of billions of dollars of experience creating financing solutions for projects outside of this sector. This allows us to approach a challenging project like Route 460 from a different perspective than most. We have more options and structures available to us than a typical infrastructure-only firm. This diversity allows us the ability to create a Conceptual Financial Proposal custom tailored to the unique challenges of Route 460, rather than force the Project to fit into a predesigned financial program, dictated by high return requirements. This level of flexibility and creativity is especially important on a project like Route 460. Unfortunately, the traffic volume projections indicate that a purely toll-based financing solution will come up well short of the required annual revenues to make the project viable for several years after completion. While most everyone agrees that the Project will be tremendously successful once built and established, the early years of the project are troubling, and the Project s success will not be measurable purely in tolling revenue. Therefore, it is imperative that any feasible Conceptual Financial Plan has to incorporate alternative sources of revenues, and indeed an entirely different financial structuring mindset. 460 Partners, Inc. does not see the U.S. Route 460 Corridor Improvements Project as purely an infrastructure development. Instead, we see the Project as an extremely important economic development project for the region and the Commonwealth. The improved Route 460 corridor has the potential to serve as a vital artery for the region, bringing businesses, jobs and investment to the counties it transects. It will also be a vital link in the nation s supply chain as the amount of imported goods brought in through the Port of Virginia continues to grow. Both the new Route 460 and the widened Panama Canal will conceivably open in the same year and both contribute to the influx of containerized goods moving through the Port of Virginia. We also see the 460 Corridor as an ideal home for the businesses that export through the Port of Virginia. President Obama s executive order creating the National Export Initiative (NEI) calls for a doubling of the nation s exports over the next five (5) years. This Project can be an important component in Virginia s participation in the NEI. Above all else, however, we see the new Route 460 as an essential asset to the Commonwealth in its efforts to ensure the safety of its citizens. A recent analysis showed that it would take approximately 36 hours to evacuate at-risk residents in South Hampton Roads in the event of a hurricane. Virginia s Hurricane Emergency Response Plan estimates that over 750,000 people in almost 300,000 vehicles could need to evacuate in the event of a major weather event. The current road structures, even with reversing the eastbound lanes of I-64, are inadequate for this peak demand period. Once completed, the new Route 460 with 4 available lanes of bidirectional traffic would provide those 750,000 residents of South Hampton Roads with what could be a lifesaving route away from danger. Obviously, we hope to never have to confirm just how vital the Project would be to that evacuation effort. Conceptual Financial Plan - 11

40 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan Consequently, the Conceptual Financial Plan for the Project that we outline in the sections below is one that is as creative as it is flexible, as feasible as it is innovative. It is structured to address the assets of the Project, while compensating for its liabilities and cherishing the safety of the Commonwealth s citizenry. Most importantly, the Conceptual Financial Plan is one that we are confident is achievable in this difficult economy. While achieving financial close is certainly a important milestone, we believe it is equally important to have a well thought out Development Plan in place to complete the Project. Our team philosophy is one of a pragmatic approach and we have segregated the development process into three distinct phases, which are described in detail below. Development & Planning Project Construction Operations & Maintenance Development & Planning Phase Phase Objectives: Refine Project Scope and Design Further Develop Financial Plan Garner Stakeholder Support DBE Project Awareness Campaign Financial Close Refine Project Scope and Design During this phase the 460 Partners team will work directly with VDOT and the appropriate stakeholders to finalize the project scope and design. As we work through solidifying the various details of the Project, our focus will be on creating a project that maximizes the safety, usability, constructability and revenues of the Project. In addition, we will focus on minimizing the construction timeline and the long-term operating and maintenance expenses. It is also during this phase that the 460 Partners team will identify utility conflicts and begin the necessary right of way acquisition. As we outline in our section on the Indicative Public Subsidy, 460 Partners is proposing that VDOT agree to fund the acquisition of the necessary right of way parcels in the Development and Planning phase. 460 Partners will manage the right of way acquisition process and will reimburse VDOT at Financial Close for any parcel acquisitions that VDOT has funded as well as any other VDOT initial cash outlays. In addition, 460 Partners will fund any right of way acquisitions that occur after Financial Close which were included in the budget of the Financial Close. Further Development of Financial Plan During this phase the 460 Partners team will conduct further traffic, revenue and feasibility studies as well as generate detailed construction cost estimates. Based upon the refined scope and design we will also generate detailed maintenance cost estimates. Finally, the 460 Partners team will prepare and submit the TIFIA term sheets and applications for the Project, should we elect to use TIFIA funding. Garner Stakeholder Support During the Development and Planning Phase the 460 Partners team will meet with local officials in affected and surrounding counties, as well as the Port of Virginia, to involve them in the development process. The development of a new Route 460 will have a tremendous impact on these communities and the related businesses and we feel it is vital that they be a part of the process. In addition, we will hold a series of local town hall type meetings to not only inform the general public of the Project process, but also to solicit their Conceptual Financial Plan - 12

41 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan input and ideas. We believe that having former Governor George Allen, of George Allen Strategies, on our team will be a tremendous asset as we engage the support of the Port as well as regional and local stakeholders. Also, during this phase we will establish a Project specific website to facilitate the dissemination of Project related information to the public and also receive comments and suggestions from the public. Disadvantaged Business Enterprises (DBE) While the July 12, 2010 Addendum #1 to the Solicitation for Conceptual Proposals removed reference to a specific DBE participation requirement, the 460 Partners team continues to believe that DBE involvement in the Project is an important part of its overall success. During this phase our team will endeavor to work with the Virginia Department of Minority Business Enterprise, as well as local and regional agencies to host a series of project specific informational seminars with the DBE community. Our objective with these seminars is to provide a platform to make the DBE community aware of the partnering opportunities inherent in the Project. Additionally, we want to provide our Construction and Design/Engineering partners with an awareness of the exceptional DBE firms that could play a vital role in this Project. Finally, we will distribute periodic updates on the Project and its progress through a mailer specifically tailored to the DBE community. These mailing will again reiterate the opportunities for participation in the project. Financial Close The final activity of the Development and Planning Phase is the Financial Close of the Project. It is our intention to reach financial close concurrent with, or shortly following, the execution of the Comprehensive Agreement and other required documents. Project Construction Phase After the successful negotiation of the Comprehensive Agreement, the development plan enters the Project Construction Phase. In this phase the focus turns to the physical construction of the project. It is here that 460 Partners will mobilize its on-site project management team to work with the CJV as we implement our Program Implementation Plan. 460 Partners will deliver the project through a single design build contract with Lane/Skanska. Our lead engineer, AECOM, will perform design and engineering services as a subcontractor to the Lane/Skanska team. The CJV team will have the opportunity to engage the DBE firms identified during the Development and Planning Phase and provide numerous avenues for subcontractors, suppliers and consultants to participate in the Project. Throughout the Project Construction Phase the 460 Partners team will operate in accordance with the Project Implementation Plan that was developed during the Development and Planning Phase. This plan will outline the systemic methodologies behind how the Project will progress through the Project Construction Phase. A partial listing of the topics it addresses includes: 1. Project Safety Procedures 2. Cost Management 3. Schedule Implementation 4. Quality Control Management 5. Right of Way Acquisition 6. Community Awareness/Information 7. Communications Plan (local, regional and national) 8. Economic Development Awareness Plan Economic Development Awareness Once the design has been finalized, the right of way has been acquired, and the construction is underway the 460 Partners team will begin to implement its Economic Development Awareness Plan. This is a strategic marketing effort to work with the Virginia Economic Development Authority, the local economic development authorities, the Port of Virginia and other agencies to educate retail businesses, manufacturers, shippers, Conceptual Financial Plan - 13

42 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan warehouse owners and operators, etc., about the project and the opportunities to leverage the benefits the corridor provides, including locating additional facilities and jobs into the corridor. We will also coordinate with existing businesses within the corridor to help them understand the opportunities for their suppliers and vendors. Operations & Maintenance Phase Finally, after opening the Project to vehicular traffic the development plan will progress to the Operations and Maintenance Phase. This is where the Project will remain until the end of the concession period. 460 Partners will assemble a well-qualified senior management team whose primary responsibility will be oversight of operations and maintenance of the Project. This team will serve as the point of contact for VDOT and will work directly with Transfield Services North America, our operations and maintenance (O&M) partner as well as Alltech, Inc., our tolling partner. Whether or not to outsource these functions is usually a very difficult decision. We are fortunate to have two of the country s most respected and experienced O&M and Tolling partners on our team. Obviously, providing an exceptional, well maintained product (O&M) and an outstanding customer service experience (Tolling) are crucial to attracting and retaining users of the Project. We believe that the depth and breadth of the team s experience in these departments will allow us to provide our customers with a transportation experience that will inspire customer loyalty and drive future revenues. Total Life-Cycle Management Approach One of the unique aspects of this opportunity is our intention to be a long term partner with VDOT in the Project over the concession period. This long term partnership aligns our interests in making sure that we build the highest quality Project possible and maintain it to exceptional standards, all while controlling costs and driving revenues. Consequently, we have adopted a Total Life-Cycle approach to the creation of our development plan. Our Total Life-Cycle Approach demands a methodical analysis of the design, construction, scheduling and operations plan. In each case, we must weigh the near term alternatives against the long term economic and physical objectives of the Project. Our team has identified a number of design enhancements, scheduling plans and operational strategies that have the potential to dramatically lower the whole life cost of the project. Conceptual Financial Plan - 14

43 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan Section a The Offeror must provide a qualitative description (maximum three (3) pages) of the Offeror s approach to financing the development, maintenance and operations of the Project. While the ideal situation would be to have the tolls charged cover 100% of the operations plus financial return over the life of the concession, the currently projected traffic volumes along the corridor do not support such a scenario. As such, the Commonwealth is left searching for a creative alternative that fully funds the Project while also providing a clear path to a fair, if limited, financial return on the funds used to construct the Project. 460 Partners, Inc. has devised a solution that we believe will best meet the needs of the Commonwealth. We are confident that our concept achieves the Commonwealth s top five financial objectives for the Project: 1. Fully funds the construction of the Project at Financial Close 2. Minimizes the financial contribution necessary from the Commonwealth (NO Public Subsidy) 3. Charges fair and reasonable tolls for usage of the road 4. Identifies achievable sources of additional Project revenue 5. Provides for a reasonable, but not excessive, rate of return to the Offeror Potential Sources and Uses of Funds Addendum #1 to the Solicitation for Proposals allows us the opportunity to incorporate TIFIA funding into our sources of capital, which we feel will be beneficial to the Project s financial structure. As such, we have made the assumption in our Conceptual Financial Plan that we utilize a TIFIA loan. We have also incorporated higher VDOT oversight costs and the additional construction costs required by this financing. With that said, we do not require a TIFIA loan to do this project. We will utilize a TIFIA loan only if it provides a true benefit to the Project and the Commonwealth. The balance of the required funds will be provided by Infrastructure Capital Partners ( ICP ), the financing partner within 460 Partners, Inc. ICP and our financial team members Bank of America and CGA Capital (Royal Bank of Scotland) have literally hundreds of billions of dollars of experience in structuring complex financings for government and municipal projects, infrastructure and transportation projects, and corporate projects. (Note: Neither Bank of America nor CGA Capital are making any commitment of any kind at this time.) Potential Payment Mechanisms for the Project As part of our Conceptual Financial Plan 460 Partners, Inc. has identified three separate payment mechanisms for the Project that, when combined, make the Project financially feasible. Toll Revenues The 460 Partners team intends to charge tolls for truck and passenger vehicles to utilize the new roadway. Tolling will be administered via the most modern Open Road Tolling technologies allowing tolls to be collected as vehicles travel at highway speeds. All of the utilized tolling equipment and systems will be fully compatible with E-Z Pass (or any successor network) and VDOT s existing electronic toll collection system. Economic Development Participation Unfortunately, tolls alone are not sufficient to repay the total costs associated with the Project. As we discussed earlier, 460 Partners views the Project as much more than a transportation project for the Commonwealth. We see the new Route 460 as an economic development engine for the region bringing business, jobs and new investment to the State and local communities. 460 Partners has outlined a payment mechanism for the Project that enables the Project to participate in this economic growth. 460 Partners, Inc. will create a separate not-for-profit corporation to act as a regional Conceptual Financial Plan - 15

44 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan economic development authority serving the Route 460 corridor. This new EDA will coordinate with the Virginia Economic Development Authority (VEDA) and the existing local economic development authorities to provide a cohesive, unified message to businesses who may wish to locate along the Route 460 corridor, which we intend to brand as Virginia s Gateway Corridor. The Virginia s Gateway Corridor EDA (VGCEDA) will provide the region with one voice as it attracts businesses to the corridor. In addition, 460 Partners will work with the Commonwealth to establish a specific set of State and local incentives for businesses locating along the corridor. It is our intention that these incentives be specifically targeted towards manufacturing, exports and warehouse and distribution type companies. While the exact nature of the incentives will need to be finalized during the Development and Planning Phase of the project, some examples might include providing for an Enterprise Zone, Foreign Trade Zone or other manufacturing incentives along the length of Virginia s Gateway Corridor. Sources of Revenue - Project 1) Toll Revenues 2) Economic Development 3) Make Whole Provision Sources of Revenue - Virginia 1) Profit Sharing In return, the Project will receive a portion of the economic benefits created within the Virginia s Gateway Corridor area. 460 Partners will work with the Commonwealth to identify specific, quantifiable metrics to be used in the calculation of the Project s participation level. These could be the number of jobs created, sales tax revenues, capital investment, etc. all specifically located along the corridor. At the execution of the Comprehensive Agreement, 460 Partners and the Commonwealth will establish a baseline for each of the agreed upon metrics. From that point forward, 460 Partners and the Commonwealth will measure the improvements to these metrics and, based upon a predetermined formula, calculate a percentage of the economic benefit that accrues to the Project. 460 Partners intends to minimize any Project participation in the direct benefits to the localities along the corridor. We feel it is important for these communities to retain as much of the created economic benefits as possible. As businesses locate within these communities, jobs will be created and the demand for local government services will increase. By minimizing the Project s participation in the local economic benefits, these communities will have the funds they need to handle the increased demand for services. We believe this Economic Development Participation model is a creative and fair method for recognizing and rewarding the Project for at least a portion of the economic benefits it will create. By establishing a baseline prior to construction, the Project participates only in the benefits it is responsible for. In addition, by minimizing the local benefits from the participation calculations, the interests of the Commonwealth, localities, and 460 Partners are aligned. Finally, with a dedicated economic development authority responsible for the entire corridor, the success rate for attracting businesses will be markedly increased. Make Whole Provision The final Payment Mechanism that we have included in our Conceptual Financial Plan is a make whole provision. Should the Toll Revenues and Economic Development Participation not be sufficient to cover the Project operating expenses and the return threshold of the concessionaire, 460 Partners is proposing that the Commonwealth contribute an amount sufficient to meet that proposed return threshold. Please refer to Confidential Volume II for additional details on this provision. Profit Sharing In return for the Make Whole Provision, 460 Partners has included a significant Profit Sharing component in its Conceptual Financial Plan. This component assures that the Project operates as a true partnership with all parties having aligned interests. We are proposing that the Commonwealth s participation level increase as profits grow. Based upon our In our projections the Commonwealth never has to make any payment under the Make Whole Provision. In our projections the Commonwealth will be receiving Profit Sharing moneys no later than year 11, and will receive total Profit Sharing dividends of $1.5 billion (NPV $2010). projections, this provision generates significant future revenues for the Commonwealth. The Profit Sharing provision would remain in place for the entire duration of the concession period. Conceptual Financial Plan - 16

45 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan Potential Mechanisms for the Escalation of Tolls We recognize that riders of the new Route 460 have various nearby free alternatives including Route 58, the current Route 460, I-64 or local surface streets. It is imperative that the Project charge only a fair and reasonable toll, providing customers good value for their payment. We believe that benefits of an uncongested, well maintained, interstate quality roadway with a higher speed limit will far outweigh the tolls that we charge. Our financial model assumes an escalation of the tolls for both passenger and truck vehicles once every five (5) years. As more detailed traffic and revenue studies are completed during both the Development and Planning and the Operating and Maintenance Phases we will continually refine this assumption. Financial Support from Team Members 460 Partners, Inc. will provide 100% of the necessary private funds at Financial Close, ensuring that the Project is fully funded before construction begins. In addition, our CJV team will provide for either a $400 million rolling surety bond or a mutually acceptable Parent Guarantee to be in place for the entire duration of the Construction Phase. Approaches to User Fee and Toll Regulation Our Conceptual Financial Plan assumes that 460 Partners, Inc. will have full responsibility for establishing the toll rates along the corridor. We have made every effort to keep the projected toll rates at the minimum level possible in order to make the project viable. In the end, the real world forces of supply and demand will determine the optimum toll rates for the corridor. We have assumed that passenger vehicle tolls along the route are on average $0.20 per mile. Standard truck tolls (5 axles) are assumed to be $0.40 per mile on average. Passenger vehicles traveling the length of the entire corridor would pay a toll of approximately $10.00 and trucks would pay approximately $ Finally, we have assumed a flat rate toll for tandem trailers of $75.00 regardless of miles traveled. We believe the benefits to the trucking community of being able to run tandem trailers will more than outweigh the additional costs. We have projected that these rates remain level for 5 years and then escalate 10% every 5 years thereafter. This is 1.92% annualized increase, far less than the historical 3.43% average for inflation in the United States. Roles and Responsibilities for Financing 460 Partners, Inc. will look to VDOT and the Commonwealth to be responsible for very few items relating to the financing of the Project. Those responsibilities will include: 1. Provide the pre-development, right of way acquisition and utility relocation expenses, which will be fully reimbursed at financial close. 2. Provide the Project the Make Whole Provision as outlined in the Conceptual Financial Plan 3. Assist the team in assembling the required documentation for the TIFIA loan application, if so required 4. Expedite the PPTA process Regarding expediting the PPTA process, every day there is a new headline that moves the capital markets in one direction or the other. We believe that it is in everyone s best interest to make every effort to capitalize on the current low interest rate opportunity. Our team would ask that VDOT and the Administration set an expedited selection and Comprehensive Agreement execution timeline as one of the Project s top priorities. 460 Partners, Inc. will assume all other financing responsibilities. Conceptual Financial Plan - 17

46 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan Section b The Offeror must provide its estimated sources and uses of funds as well as providing the information as described in the Conceptual Financial Plan Pro Forma, Appendix F. Traffic numbers distinguished between cars and trucks (% and AADT), revenue numbers and cash flow data shall be provided separately in ten (10) year increments to the end of the term. Please see Appendix F in confidential Volume II. This information is also included electronically on the CD provided. Section c The Offeror must provide their approach to achieving a simultaneous financial and commercial close. Our approach to achieving a simultaneous financial and commercial close is very simple. Concurrently with, or shortly following, the execution of the Comprehensive Agreement and any other required documentation, 460 Partners will place 100% of the required private funds into an interest bearing escrow account. These moneys shall remain in place in that account, less periodic draws, through Project completion. By doing this, the Commonwealth can be assured that all of the required funds will be available when needed. Section d The Offeror must provide their approach to ensure that they earn only a reasonable rate of return pursuant to the PPTA. Our entire Conceptual Financial Plan has been structured such that 460 Partners, Inc. earns only a reasonable rate of return over the life of the Project. In fact, once our reasonable return threshold has been met, we have proposed a profit sharing arrangement with the Commonwealth, further limiting the potential for outsized concessionaire profits. Please refer to confidential Volume II for an additional discussion of the return constraints proposed by 460 Partners, Inc. Section e The Offeror must provide a detailed description of the benefits, costs and risks of any innovative ideas and/or financing alternatives in its Conceptual Proposal. For the development of commercial or retail facilities, the Offeror must justify the essentiality of the development for the transportation of persons or goods. This statement applies to all Key Assumptions. Our team has invested countless hours meeting with stakeholders at the local and state levels and has come up with a wide range of potential innovative enhancements to the Project. Some of these enhancements reduce Project costs, some generate additional revenues, and some increase the usability of the Project. Below we have outlined the benefits, costs and risks associated with a subset of these enhancements that we feel have the greatest impact on the Project. We welcome the opportunity in the detailed proposal phase to more fully describe all of our conceptual enhancements in their totality. Make Whole Provision As we described in our narrative above, our proposal includes a make whole provision where the Commonwealth of Virginia will provide a backstop, if necessary, to help achieve a minimal financial return to 460 Partners, Inc. Our projections do not currently anticipate this backstop s ever being used. Benefits - The inclusion of this provision allows us to provide the Commonwealth with an extremely low cost of capital and we are able to pass this capital cost savings along to the Commonwealth. This provision would only be in place for the first years of the concession period and would then be eliminated. Costs Although the make whole provision would be in place for years, we project that the Commonwealth will never make payments to the Project. The Commonwealth will likely see a net present value benefit of approximately $1.5 billion over the life of the Project through profit sharing with the Conceptual Financial Plan - 18

47 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan Commonwealth. We have structured our financing to allow us, under our projections, to completely eliminate any Public Subsidy from the Commonwealth, other than the initial pre-design and right of way acquisitions, which will be reimbursed at Financial Close. Risks There is the risk that the Project may not perform up to expectations and the Commonwealth could have a financial exposure that we presently do not project. However, we believe we have been extremely conservative in our traffic and revenue forecasts and should outperform expectations. Further traffic and revenue studies during the Development and Planning Phase will reconfirm these projections. Virginia s Gateway Corridor Economic Development Authority Our team is unique in that we see the Route 460 Corridor Improvements Project as just that an improvement to the entire corridor, not just the roadbed. We recognize that the new Route 460 is as much an economic development tool as it is a transportation artery. Accordingly, our team is proposing to be an active part in the future development of this corridor. 460 Partners, Inc. will form a separate not-for-profit corporation to coordinate the economic development authority activities along the Route 460 corridor, which we call Virginia s Gateway Corridor. This will be a dedicated entity focused on bringing businesses, jobs and investment to the corridor. Benefits With the new Economic Development Authority in place, the Commonwealth and the region will benefit by having a dedicated team coordinating the local economic development authorities to attract businesses to the corridor. In addition, this concept puts the responsibility for driving demand in the region directly in the hands of the organization that will benefit the most (second only to the Commonwealth itself). This alignment of interests works to insure that every effort is made to attract and retain businesses, jobs, and economic prosperity within the corridor region. Further, we believe that the economic development efforts along the corridor will be much more successful if there is one voice that speaks for the corridor. Costs The operating budget for Virginia Gateway Corridor EDA will be funded as part of the operating budget of the Route 460 Project. There will be no additional costs to the Commonwealth or the localities. Risks The risks in this scenario stem more from not implementing the concept we have outlined than they are from any component of its implementation. Without a focused economic development effort along the corridor, we believe there is the potential for counties to compete against each other as they try and attract new businesses. This works out well for the businesses, but in the end the counties lose out. Even the winning county most likely had to expend a significant amount of its resources (either manpower or incentives) to beat out its neighbor. Under our concept, we will coordinate the counties to work as a regional partnership and reduce the local competitions. Expanding the Route 58 Bypass One of the key issues that emerged from our discussions with stakeholders along the 460 corridor was the bottleneck that is created by the Route 58 Bypass. From the Hampton Roads metropolitan area out until the origination point of the Route 58 Bypass the roads are 3 lanes in each direction. After the start of the Bypass in Suffolk the roadway is reduced to 2 lanes in each direction. One of the primary overall objectives of the Route 460 Corridor Improvement Project is to provide an additional emergency evacuation route out of the Hampton Roads area. We believe that even with the new Route 460 in place, the bottleneck created by the Route 58 Bypass will create a dangerous situation in the event of an evacuation. As the traffic increases along the new 460, that section of road will also serve as a bottleneck to the potential growth of the corridor. Our team is proposing to widen a +/- 5 mile section of the Route 58 Bypass in Suffolk to 6 lanes. The widened section will begin where the Route 58 Bypass diverges from Route 58 and will continue to the new Route 460 interchange. The new lanes will be constructed within the current right of way in what is now a grassy median. Conceptual Financial Plan - 19

48 U.S. Route 460 Corridor Improvements Project 4 Conceptual Financial Plan Our concept is to designate the new lanes as truck only lanes that would be opened to all traffic in an evacuation scenario. Upon completion of the widening, we would propose implementing a truck only toll along this section of the Route 58 Bypass. Traditional 2 axle passenger vehicles would not be charged a toll. Benefits By widening this +/-5 mile section of the Route 58 Bypass, the viability of the new Route 460 as an evacuation route is dramatically increased. In addition, day to day freight and passenger traffic will no longer be constrained by this regional chokepoint. Costs This project would have a positive net present value over the life of the Project of approximately $205 million. We have generated a precursory estimate that it will cost approximately $51 million to widen this section of the Route 58 Bypass. However, this amount is offset over the life of the concession by the additional toll revenue that is generated from this section of roadway. Risks The primary risk to this Concept would be in obtaining the proper environmental documentation and permits to widen this road. Our team, in conjunction with VDOT, would begin this process during the Development and Planning Phase and would hope to have the proper permits in place such that construction would complete at the same time the new Route 460 is opening. This would be considered a separate, independent project, and not an expansion of the Route 460 EIS document. Increased Speed Limit 75-mph 460 Partners is proposing that the appropriate General Assembly approvals be obtained to increase the speed limit along the Project to 75-mph. Benefits An increased speed limit along the Project route will be a significant demand driver for future revenues. Whether it is a vacationing family heading to the Outer Banks or a trucker who is fed up with tunnel traffic we believe that the ability to save time represents a unique value we can provide our customers. Costs We have already included the necessary design criteria in our construction budget. Risks Lieutenant Governor Bill Bolling, at an event this summer, addressed the risks associated with a higher speed limit saying that increasing the speed limit, will increase motorist safety by allowing traffic to move at a more constant speed and reducing the conflict between faster and slower-moving traffic. With the proper design in place, the new Route 460 will be the fastest and safest transportation artery in the Commonwealth. Traffic Calming Old Route 460 As part of our proposal, we have assumed several measures are implemented to improve the safety of the current Route 460. These measures include prohibiting through trucks on the route, as well as reducing the speed limit along the route. Benefits The benefits to this concept are twofold. First, the measures will make it much safer for local traffic to travel what is currently Route 460. As you are well aware, this is currently one of the most dangerous roads in the Commonwealth. Second, the traffic calming measures drive truck traffic to the new Route 460, which will be specifically designed to safely accommodate trucks. Costs There are no additional costs associated with this concept. Risks Implementing this concept will require the cooperation of the local communities along the corridor. We have had preliminary meetings with many of the stakeholders along the route and everyone has been amenable to this concept. Conceptual Financial Plan - 20

49 Indicative Public Subsidy Indicative Public Subsidy

50 U.S. Route 460 Corridor Improvements Project 4 Indicative Public Subsidy Section Based on the Offeror s Conceptual Financial Plan the Offeror must provide an indicative public subsidy requirement along with relevant information such as timing of payments, escalation, etc. 460 Partners, Inc. has broken the Indicative Public Subsidy we are requesting from the Commonwealth of Virginia into three segments: 1. Development and Planning Expenses 2. Right of Way Acquisition / Utility Relocations 3. Make Whole Provision / Profit Sharing Development and Planning Expenses 460 Partners is proposing, as an integral part of its Conceptual Financial Plan, that a portion of the Commonwealth s Indicative Public Subsidy be used to cover the Project team expenses incurred during the Development and Planning Phase of the project. We estimate the required amount to be approximately $20,750,000. This payment would be required during the Development and Planning Phase of the Project. 460 Partners will reimburse the Commonwealth for this expense at Financial Close. Right of Way Acquisition / Utility Relocation 460 Partners is proposing, as an integral part of its Conceptual Financial Plan, that a portion of the Commonwealth s Indicative Public Subsidy be used to begin the right of way acquisition process and acquire parcels necessary for the Project right of way and necessary utility relocations. We estimate the amount required to be approximately $31,250,000. These payments would be required during the Development and Planning Phase of the Project. 460 Partners will reimburse the Commonwealth for this expense at Financial Close and assume the right of way acquisition and utility relocation responsibilities. Make Whole Provision / Profit Sharing As we outlined in our Conceptual Financial plan section, 460 Partners has included both a Make Whole provision and a Profit Sharing component as an integral part of its Conceptual Financial Plan. The Make Whole provision will only remain in place for the first years of the concession period, while the Profit Sharing provision remains in place for the entire duration of the concession. Based upon our projections, we have structured our financing such that VDOT and the Commonwealth will not have to make any payments under the Make Whole Provision. We have also included a Profit Sharing provision that will remain in effect for the entire duration of the concession period. We estimate that this provision will generate $1.5 billion (NPV $2010) of payments to Commonwealth over the life of the Project. The Commonwealth would receive these payments as the profits are generated over the life of the concession. Indicative Public Subsidy - 21

51 U.S. Route 460 Corridor Improvements Project 4 Indicative Public Subsidy Net Indicative Public Subsidy (NPV $2010): ($20,750,000) Pre-Development expenses paid by VDOT ($31,250,000) Right of Way and Utility Relocation expenses paid by VDOT $20,750,000 Reimbursement to VDOT for Pre-Development expenses $31,250,000 Reimbursement to VDOT for ROW and Utility Relocation expenses $0.00 Required payments under the Make Whole Provision (Projected) $1,500,000,000 Net Present Value of Profit Sharing ($2010) $1,500,000,000 Net Present Value of projected payments made to the Commonwealth Indicative Public Subsidy - 22

52 Appendix D Appendix D

53 US Route 460 Corridor Improvements Project Appendix D. Work History Form 1 (Financial) Project #1 A. TEAM MEMBER OR FIRM NAME B. NAME OF THE PROJECT, LOCATION, DESCRIPTION AND TOLLING DESCRIPTION (IF APPLICABLE) C. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE NUMBER Bank of America Merrill Lynch D. PROJECT COST $611 Million Transurban Finance Co. Pty Ltd. Purchase of Pocahontas 895 through a Private Placement Capital Raise Transurban Group Level 43 Rialto South Tower, 525 Collins Street Melbourne, VIC 3000, Australia E. THIRD PARTY REFERENCE NAME, ORGANIZATION, PHONE NUMBER N/A F. YEAR OF FINANCIAL CLOSE OR YEAR POSTED (PERTAINING TO SECURITIES) 2006 G. FINANCING/ SECURITY/ INSURANCE DESCRIPTION/TYPE Issued Senior Notes ROLE/TOLLING RESPONSIBILITY N/A VALUE/ AMOUNT/ EQUITY INVESTED $350 MILLION Bank of America Merrill Lynch (BAML) was the sole agent in the issuance of $350 Million of Senior Fixed Deferred Interest Rate Notes on behalf of Transurban Finance Co. Pty Ltd., a subsidiary of Transurban Group. Transurban Group is an international leader in advanced electronic toll road and owner of Australia s largest toll road, Melbourne Citylink. The issue consisted of four tranches with 10-year, 12-year, 15-year and 20- year maturities and marked the first private placement with 5-year zero-coupon structure that reverts to cash pay interest in Capital was raised from eleven institutional investors including seven who were new to this type of investment.

54 US Route 460 Corridor Improvements Project Appendix D. Work History Form 1 (Financial) CGA Capital Corporate & Governmental Project #2 Asset Financing A. TEAM MEMBER OR FIRM NAME B. NAME OF THE PROJECT, LOCATION, DESCRIPTION AND TOLLING DESCRIPTION (IF APPLICABLE) C. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE NUMBER D. PROJECT COST G. FINANCING/ SECURITY/ INSURANCE CGA Capital Corporation National Security Campus for the National Nuclear Security Administration (NNSA) in Kansas City, Missouri CenterPoint Properties, 1808 Swift Drive, Oakbrook, IL 60523, Brian Swindle, Tel: , Jim Cross, Tel: $750 million (including Government funds) DESCRIPTION/TYPE $687 million lease-backed financing E. THIRD PARTY REFERENCE NAME, ORGANIZATION, PHONE NUMBER Lewis A. Burleigh, Dechert, Tel: ROLE/TOLLING RESPONSIBILITY Financial advisor & structuring agent F. YEAR OF FINANCIAL CLOSE OR YEAR POSTED (PERTAINING TO SECURITIES) 2010 VALUE/ AMOUNT/ EQUITY INVESTED $37 million CGA Capital served as exclusive financial advisor and structuring agent for the complex public-private venture, and was the sole arranger of the private placement of bonds through a venture with a privately held securities firm. CGA s efforts covered every aspect of devising and structuring the financing needed for the project. The NNSA campus will consist of 5 buildings, including separate office and manufacturing space totaling approximately 1.5 million-square-feet upon completion of construction and will serve as a primary producer of nonnuclear mechanical, electronic, and engineered materials for the U.S. nuclear weapons arsenal and other national security missions. The total cost of the new complex, including design, construction, equipment, and payments on the 20-year credit-tenant lease, is estimated at several billion dollars. The facility will replace the NNSA s outdated, World War II-era plant in Kansas City. It is one of the largest public-private GSA projects in history and will employ 2,500 workers upon completion. Groundbreaking began in August, with relocation scheduled to begin in 2012 and full occupancy expected in 2014.

55 US Route 460 Corridor Improvements Project Appendix D. Work History Form 1 (Financial) Project #3 A. TEAM MEMBER OR FIRM NAME B. NAME OF THE PROJECT, LOCATION, DESCRIPTION AND TOLLING DESCRIPTION (IF APPLICABLE) C. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE NUMBER Uday P. Shah D. PROJECT COST $1,140,400 G. FINANCING/ SECURITY/ INSURANCE $1.14 Billion Debt Financing of a five-property portfolio of Class A office assets in Dalla, Texass and Houston, Texas involving multiple institutional debt and equity investors. A joint venture between JPMorgan Strategic Property Fund, Crescent REIT and GE Pension Fund c/o Crescent Real Estate Equities LP 777 Main Street, Suite 2000 Fort Worth, TX DESCRIPTION/TYPE Mortgage Financing & Equity Capitalization E. THIRD PARTY REFERENCE NAME, ORGANIZATION, PHONE NUMBER Jane Mody Silver Stone Capital Group LLC (469) ROLE/TOLLING RESPONSIBILITY N/A F. YEAR OF FINANCIAL CLOSE OR YEAR POSTED (PERTAINING TO SECURITIES) 2004 VALUE/ AMOUNT/ EQUITY INVESTED DEBT $687.9 M & EQUITY $452.5 M While employed at JPMorgan Asset Management, Uday P. Shah arranged the debt financing for the acquisition/re-capitalization of a $1.14 billion portfolio of office assets on behalf of three institutional investors. The total amount of the debt financing was $687.9 million and was provided by Bank of America, Goldman Sachs and Morgan Stanley.

56 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #1 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) I-495 Capitol Beltway HOT Lanes, VA Virginia Department of Transportation (VDOT) 1401 East Broad Street, Richmond, VA Mal Kerley - Tel: (804) , Fax: N/A Lane Construction JV Partner /Lead Contractor ORIGINAL CONTRACT VALUE D. CONTRACT COMPLETION DATE (ORIGINAL) FINAL OR ESTIMATED CONTRACT VALUE 2012 E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE 2012 LIQUIDATED DAMAGES/DEFAULTS $1,346,000 $1,467,000 $1,467,000 None Lane Construction is a 35% Joint Venture Partner with Fluor on this high profile, $1.4 billion PPTA design-build-finance project for VDOT. In addition, Lane s asphalt paving division, Virginia Paving, is a dedicated subcontractor to the JV for approximately $100 million dollars. Construction on the HOT Lanes project consists of four new general purpose traffic lanes (two in each direction) on the outside of the existing lanes of the Capitol Beltway, the reconstruction of ramps, interchanges, frontage roads, over passes and underpasses, bridges, and other necessary crossings. In addition, the project includes the installation of the electronic toll and traffic management facilities and systems necessary and appropriate for the operation of the HOT Lanes (including an Open Road Tolling System and Advanced Transportation Management System (ATMS)) and all other facilities and improvements required for the opening and operation of the HOT Lanes. Project Highlights Design-Build-Operate-Finance Virginia PPTA process Open-Road Tolling Environmentally challenging Major public outreach Reversible HOV lanes The project duration is 5 years from start of design to completion of construction. Compared to the original DOT cost estimate to expand the beltway, this project is saving $1.1 billion dollars and 342 home takes. The project has created in excess of 1,200 jobs; constructs 55 bridges with 73,000 CY of concrete and 21,000 tons of structural steel. Environmental concerns were addressed in part by 890,000 SF of retaining walls to protect right of way and sensitive waterways and wetlands, and 1,200,000 SF of new sound walls for the citizens.

57 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #2 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) Blue Line Extension to Largo Addison Road, Largo, MD Washington Metropolitan Area Transit Authority (WMATA) 600 Fifth Street NW, Washington, DC Mr. Randall L. Allen, (Retired) - Tel: (540) , Fax: N/A Lane Construction and Skanska D. CONTRACT COMPLETION DATE 2004 Joint Venture Partners (ORIGINAL) / Lead Contractors ORIGINAL CONTRACT VALUE FINAL OR ESTIMATED CONTRACT VALUE E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE 2004 LIQUIDATED DAMAGES/DEFAULTS $218,000 $234,000 $234,000 None Under the Best Value Design-Build method of contracting, the design-build team of Lane Construction, Granite Construction, and Slattery Skanska with Jacobs Engineering as the lead design firm, constructed a major mass transportation project in suburban Washington, DC for WMATA. This design-build contract involved 3.1 miles of concrete cut and cover double box units. Several multi-span viaduct structures on concrete piers were constructed along with retained cut reinforced concrete walls. Extensive mechanical and electrical systems including tunnel ventilation systems as well as track electrification were also included in the design-build contract. All track work and automated control systems including train protection, train operation, and automatic train supervision, provided WMATA with a completed system by the Fall of Project Highlights Design-Build Team Collaboration (Lane and Skanska) Fast track Greenfield project On a separate contract AECOM designed the stations Safety award for 1,000,000 manhours without lost time accident

58 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #3 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) New York Avenue Station for the Glenmont Route, Washington, DC Washington Metropolitan Area Transit Authority (WMATA) 600 Fifth Street NW, Washington, DC Mr. John Thomas, P.E - Tel: (202) , Fax: N/A Lane Construction and Skanska D. CONTRACT COMPLETION DATE 2006 Joint Venture Partners (ORIGINAL) / Lead Contractors ORIGINAL CONTRACT VALUE FINAL OR ESTIMATED CONTRACT VALUE E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE 2005 LIQUIDATED DAMAGES/DEFAULTS $65,000 $79,000 $79,000 None This $70 Million design-build contract was awarded to the Lane Construction and Skanska joint venture team for the complete design and construction of a new infill passenger station built on the operating Red Line between Union Station and Rhode Island Avenue Station. The proximity of the construction and requirements for track and systems tie-ins with the operating system requires the work to be performed in accordance with carefully developed and meticulously detailed staging plans to minimize impacts to rail operations yet provide personnel safety. The project included approximately 4,100 linear feet of new track alignment with the complete construction of a new center platform station with structural glass curtain walls and covers, retaining walls, excavation and support of excavation, Project Highlights Design-Build Safety award received Team collaboration (Lane and Skanska) Completed seven months ahead of schedule retained fill section, design and construction of three new bridge structures, trackbed construction, trackwork, all communication system, and all ancillary facilities and structures. The JV received a construction safety award from WMATA for 100,000 construction hours worked without a lost time injury.

59 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #4 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) Carolina Bays Parkway, Myrtle Beach, SC South Carolina Department of Transportation (SCDOT) 955 Park Street, Rm 303; Columbia, SC William Kyle Berry - Tel: (843) ; Fax: (803) Skanska Construction for a Design-Build ORIGINAL CONTRACT VALUE D. CONTRACT COMPLETION DATE (ORIGINAL) FINAL OR ESTIMATED CONTRACT VALUE 2003 E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE 2002 LIQUIDATED DAMAGES/DEFAULTS $225,464 $258,183 $90,364 None Project Highlights Design-Build Greenfield construction Hurricane evacuation route ROW acquisition Team member collaboration (Skanska and AECOM) Protected environmentally sensitive areas Skanska was a JV member of the design-build project for the Carolina Bays Parkway project to connect South Carolina Route 9 to US Route 501 in Horry County. AECOM was the lead designer. The Parkway runs parallel and west of the Intracoastal Waterway. It included 20 miles of limited access divided highway with 29 bridges (one over the Intracoastal Waterway). The project required moving 8 million cubic yards of dirt to construct the embankments for the roadway. The new roadway at either end tied into existing highways, while the connector route tied into an existing urban area. The project also required the JV team to acquire over 460 acres of land via 66 different landowners utilizing federal ROW acquisition laws, and track and relocate 156 utility conflicts. The project was totally new greenfields construction and did not replace or add to any existing roadway. This design-build contract included design and utility relocation. The project also features the 1.5 mile, four-lane Robert M. Grisson parkway connector to US 17 that includes a major bridged structure over the Intracoastal Waterway. The completed Carolina Bays Parkway includes five fully directional interchanges and 34 bridges. This project is surrounded by environmentally sensitive coastal marshes, including the highly protected type commonly referred to as the Carolina Bays. Design and construction was fast tracked with extensive use of local contractors and suppliers in the Myrtle Beach area.

60 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #5 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) Northern Wake Expressway (I-540), Wake County, NC North Carolina Department of Transportation (NCDOT) 1574 Mail Service Center, Raleigh, NC Phillip Johnson, PE, PLS - Tel: (919) , Fax: (919) Lane Construction Prime Contractor ORIGINAL CONTRACT VALUE D. CONTRACT COMPLETION DATE (ORIGINAL) FINAL OR ESTIMATED CONTRACT VALUE 8/2007 E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE 8/2007 LIQUIDATED DAMAGES/DEFAULTS $68,000 $68,000 $68,000 None Lane Construction provided construction services for a portion of the Northern Wake Expressway (I-540) extending from West of Davis Drive to about one kilometer West of Interstate 40 (I-40). The project is about 3.6 km in length and includes new alignment consisting of a controlled access divided highway with three or more 3.6m lanes in each direction, and interchanges at NC54 and Davis Drive. The proposed roadway crosses various streams and includes eight box culverts and three stream relocations. The proposed drainage system includes cross pipes, grate inlets and associated pipe systems in the median and side ditches, lateral ditches, and modified expressway gutter along high fill slopes. The major quantities for this project included 13 bridge structures, eight box culverts, 270 acres of clearing, 1.9 million yds of unclassified excavation, 1.9 million yds of borrow, 10,000 meters of storm drain, 248 drainage structures, 110,000 MTN of base course, 160,000 MTN of asphalt, and 80,000 CY of concrete pavement. Project Highlights Greenfield construction Environmentally sensitive project

61 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #6 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) Arthur C. Ravenel, Jr. (Cooper River) Bridge, Charleston, SC South Carolina Department of Transportation (SCDOT) 955 Park Street, PO Box 191; Columbia, SC Leland Colvin, Assistant Construction Engineer - Tel: (803) ; Fax: (803) Skanska Construction for a Design-Build project ORIGINAL CONTRACT VALUE D. CONTRACT COMPLETION DATE (ORIGINAL) FINAL OR ESTIMATED CONTRACT VALUE 2006 E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE 2005 LIQUIDATED DAMAGES/DEFAULTS $531,000 $541,000 $324,600 None Skanska was awarded a design-build contract to construct a 2.5-mile bridge over the Cooper River from I-26 in Charleston to Coleman Boulevard in Mount Pleasant. The project, completed one year ahead of schedule, was a fast tracked with a total duration of 48 months for design and construction. Skanska was the managing partner of a joint venture. Some of the required right-of-way was procured by the design-build contractor. The contractor also managed relocation of existing utilities. Protection of Project Highlights the fragile low country environment was given a high priority. Design and construction was fast tracked Design-Build with the bridge opening for traffic in 44 months. Key to compressing the schedule was Hurricane evacuation route breaking down the project into five smaller components: the main span, Charleston interchange, Charleston high-level approach, Mount Pleasant interchange and Mount Completed one year ahead of schedule Pleasant high-level approach. Fast tracked with a total duration of 48 months for design and construction Extensive public outreach The project included many innovative structural engineering solutions including: offset stay cable anchors to reduce main span tower moments; very long continuous approach spans, a 4,351-foot-long west approach and a 2,090-foot-long east approach that minimized the number of bearings and joints; and elimination of almost all footing by using large diameter drilled shafts that framed directly into the pier columns.

62 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #7 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) SH-130 Segments 1-4, Austin-San Antonio, TX Texas Department of Transportation (TxDOT) 7901 North IH 35, Austin, Texas Tim Weight - Tel: (512) , Fax: (512) AECOM Design for a Design- Build project ORIGINAL CONTRACT VALUE D. CONTRACT COMPLETION DATE (ORIGINAL) FINAL OR ESTIMATED CONTRACT VALUE 2008 E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE 2008 LIQUIDATED DAMAGES/DEFAULTS $1,380,000 $1,380,000 $72,000 N/A AECOM was the lead designer for Texas State Highway 130 (SH 130), a $1.4B, 50-mile design-build-maintain toll road that provides an alternative to the heavily traveled roadways between Austin and San Antonio. The Texas Turnpike Authority (TTA) Division entered into an exclusive development agreement (EDA) for the design and construction of this new highway. This contract was the first use of the design-build protocol for a Texas highway project. The new highway is Project Highlights Design-Build-Finance Greenfield construction 50-mile roadway $1.4 billion project value Toll facility ROW acquisition basically a divided four-lane limited access tollway with adjacent discontinuous frontage roads. Beginning at Georgetown (north of Austin), where it intersects with I-35, the tollway parallels I-35, a major entry point for North American Free Trade Agreement traffic. The current project terminates south of Austin, connecting into the southeast loop of SH-45 at a point north of Lockhart. Traversing urban and rural areas, the alignment features 127 bridges and two major water crossings. The facility has 30 ramp toll plazas, and 8 mainline toll plazas. Twenty-three million yards of material were moved over the course of the project. To best integrate right-of-way acquisition and utilities relocation with design and construction, the project was divided into 15 segments. The first two segments of SH-130 were opened one year ahead of schedule. Segment 2 opened on November 1, 2006 and Segment 1 opened on December 13, The third segment was opened in September, The final segment opened in 2008.

63 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #8 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) I-595, FL Florida Department of Transportation (FDOT) State Road 84, Suite 203, Davie, Florida Mr. Joseph Borello - Tel: (954) ext 1001; Fax: (954) AECOM Design for a DBOM and PPP project ORIGINAL CONTRACT VALUE D. CONTRACT COMPLETION DATE (ORIGINAL) FINAL OR ESTIMATED CONTRACT VALUE Ongoing DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) Ongoing LIQUIDATED DAMAGES/DEFAULTS $1,250,000 $1,250,000 $69,396 N/A FDOT contracted with a single private company to design, build, finance, operate and maintain the improvements through a 35-year concession agreement. AECOM is the Lead Engineering Firm for the consortium of ACS/Dragados. The proposed improvements extend from the I-75/Sawgrass Expressway interchange to the I-595/I-95 interchange in central Broward County, Florida, for a total project length of approximately 10.5 miles. The project consists of the reconstruction, addition of auxiliary lanes and Project Highlights resurfacing of the I-595 mainline (including associated improvements to Design-Build-Finance-Operate- frontage roads and ramps), and a new reversible express lanes system in the I-595 median. Maintain The tolled reversible ground-level express lanes, to be known as 595 Express, will serve traffic to/from I-75/Sawgrass Expressway from/to east of SR 7, with a direct connection to the Open-Road tolling median of Florida s Turnpike. In addition, widening and reconstruction of the Florida s $1.25 billion project value Turnpike mainline from Griffin Road to Peters Road (2.7 miles) will also be performed to accommodate the express lanes direct connection. AECOM s scope of work includes Reversible lanes finalization of the preliminary engineering design associated with the Corridor Master Plan; all final design services necessary for the issuance of construction documents; and Environmentally Sensitive construction support services consisting of field monitoring duration of construction, as-built drawings, and shop drawing review.

64 US Route 460 Corridor Improvements Project Appendix D. Work History Form 2 Project #9 A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) North Tarrant Express (NTE) PPP, TX Texas Department of Transportation (TxDOT) 8713 Airport Freeway, Suite100, North Richland Hills, TX Teresa Lopez - Tel: (817) ; Fax: (817) AECOM D. CONTRACT Seg West- Design for a COMPLETION 2015; DBFOM and PPP DATE project (ORIGINAL) Design-2010 ORIGINAL CONTRACT VALUE FINAL OR ESTIMATED CONTRACT VALUE DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE E. CONTRACT COMPLETION DATE (ACTUAL OR ESTIMATED) SegWest-2015; Design LIQUIDATED DAMAGES/DEFAULTS $2,100,000 $2,100,000 Confidential N/A Project Highlights Design-Build-Finance- Operate-Maintain Open-Road tolling $2.1 billion project value Master Development Plan Agreement An independent consortium, NTE Mobility Partners has entered into a 52-year contract with TxDOT to plan, design, finance, construct, operate, maintain and collect tolls on the first phase of the project, as the Concession Facility. AECOM, as lead designer, is providing design services for this portion of the project, which consists of reconstructing 7 miles of 13 miles along IH 820 and SH 121/183 and adding four tolled Managed Lanes, direct connectors, frontage roads and auxiliary lanes to approximately double the existing capacity. The ultimate configuration of the facility, developed when a certain level of traffic demand is recorded, also includes two additional non-tolled main lanes. When complete, the project will provide eight to 10 lanes on IH 820 and SH 121/183.The Concession Facility is expected to be fully operational by Under a separate contract with TxDOT, NTE Mobility Partners Segment 2-4 LLC is developing a Master Development Plan to prioritize and plan the additional NTE segments following the Concession Facility (Segments West and East = Phase 1). Under this contract, AECOM is providing engineering design, planning, and advisory services for North Tarrant Express, a PPP project dedicated to improving mobility and connectivity along a 36-mile corridor in northern Tarrant County through a regionally supported managed lane system. The project consists of rebuilding and expanding portions of some of Tarrant County s most congested highways and adding tolled managed lanes. The managed lanes will use dynamic pricing to keep traffic moving at a minimum of 50 mph at all times.

65 US Route 460 Corridor Improvements Project Appendix D. Work History 3 Project #10 Experience of the Lead Operations and Maintenance Firm * in the Operation and Maintenance of Roadway Facilities A. PROJECT NAME & LOCATION: B. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE &FAX NUMBER C. NATURE OF FIRM S RESPONSIBILITIES F. ESTIMATED VALUE (IN THOUSANDS) Virginia Interstates, VA Virginia Department of Transportation 1401 East Broad Street, Richmond, VA Robert Prezioso - Tel: (804) , Fax: (804) Transfield Services D. LANE MILES Routine and preventive MAINTAINED PER 1,262 maintenance of PROJECT roadway facilities ORIGINAL CONTRACT VALUE DOLLAR VALUE OF WORK FOR WHICH FIRM WAS/IS RESPONSIBLE $293,000 $293,000 E. DURATION OF MAINTENANCE PERIOD (STATE IF ONGOING) G. FIRM S NUMBER OF EMPLOYEES PER PROJECT Transfield Services was responsible for the operations, management and maintenance, including restoration programs, on 25 percent of the Commonwealth of Virginia s interstate highway system. The outcomes-based asset management project encompassed 1,262 lane miles of roadway on four interstate highways, which were maintained under a variety of weather and traffic conditions. The work included routine and preventive maintenance and restoration work such as roadway resurfacing and bridge rehabilitation. Transfield Services performed the full range of maintenance services on each project, including snow removal and emergency response, required to meet the established performance standards. The innovation and leadership VDOT demonstrated with the original Project Highlights Operations and maintenance Emergency response Transfield Services -VDOT Interstates contract gave rise to the current performance-based transportation infrastructure contracting industry in the United States. This successful contract led to the executive decision for VDOT to outsource all interstate maintenance activities by 2009 and provided the sound basis for VDOT to explore innovative maintenance solutions. *List the experience of Lead Operations and Maintenance Firm only, whether or not future shareholders of the concessionaire.

66 US Route 460 Corridor Improvements Project Appendix D. Work History Form 1 (Tolling) Project #1 A. TEAM MEMBER OR FIRM NAME B. NAME OF THE PROJECT, LOCATION, DESCRIPTION AND TOLLING DESCRIPTION (IF APPLICABLE) C. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE NUMBER D. PROJECT COST G. FINANCING/ SECURITY/ INSURANCE Alltech, Inc., a wholly-owned subsidiary of Parsons Brinckerhoff (PB) E-470 Toll Road, Colorado Alltech provides toll operations services for the 47-mile beltway around the eastern perimeter of metropolitan Denver, including staffing and operating the EXpressToll Customer Service Center (CSC) which is the clearinghouse for all transponder tolls in Colorado. Additionally, the EXpressToll CSC processes all license plate tolls on E-470, including management of the citation and administrative courts process. Total annual transactions are approximately 52 million. Alltech also staffs and operates the E-470 Safety Patrol service. E-470 Public Highway Authority (PHA) E. 6 th Parkway, Aurora, CO John McCuskey, Interim Executive Director - Tel: (303) : $87,765,805 (operating budget cost) E. THIRD PARTY REFERENCE NAME, ORGANIZATION, PHONE NUMBER DESCRIPTION/TYPE Insurance: Commercial General Liability $5M; Crime Insurance $4M; Workers Compensation $5M aggregate N/A ROLE/TOLLING RESPONSIBILITY Collection and processing of toll revenues F. YEAR OF FINANCIAL CLOSE OR YEAR POSTED (PERTAINING TO SECURITIES) Ongoing operations contract VALUE/ AMOUNT/ EQUITY INVESTED Roadway/facilities are wholly owned by the E-470 Public Highway Authority In 1997, Alltech was awarded a contract to provide toll collection operations, facilities maintenance and program management for the three segments of the E-470 Toll Road that had been constructed at that time. Subsequently, Alltech has been awarded two contract renewals and one contract rebid and continues as the current toll operations contractor. Since the initial contract, Alltech has extended operations to cover the final two segments of the road, which were competed in Alltech also actively participated with E- 470 to plan and transition to all-electronic toll collection in License plate tolling was added in January, 2009 and cash toll collection was phased out in July, During its tenure as operations contractor, Alltech has worked closely with E-470 to function as a team, developing objective statistical measures and controls, and reporting business performance on a bi-weekly basis with E-470 staff. As a result, Alltech has significantly reduced costs, including budget savings of more than $5M. Project Highlights Toll collection operation Developing objective statistical measures and controls

67 US Route 460 Corridor Improvements Project Appendix D. Work History Form 1 (Tolling) Project #2 A. TEAM MEMBER OR FIRM NAME B. NAME OF THE PROJECT, LOCATION, DESCRIPTION AND TOLLING DESCRIPTION (IF APPLICABLE) C. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE NUMBER D. PROJECT COST G. FINANCING/ SECURITY/ INSURANCE Alltech, Inc., a wholly-owned subsidiary of Parsons Brinckerhoff (PB) Northwest Parkway Toll Road, Colorado Alltech provides toll operations services for the 11-mile toll road that extends from I-25 in north metropolitan Denver to U.S. 36, including staffing and operating the GO-PASS CSC, and providing facilities and equipment maintenance support. CSC responsibilities include billing, payment processing, phone center operations, walk-in payment center operations and website payment processing. Northwest Parkway converted to all-electronic tolling in December, Transponder transactions on the road are managed by the EXpresssToll CSC (operated by Alltech) through an agreement with the E- 470 PHA while license plate tolling is managed by the Alltech-operated GO-PASS CSC. Northwest Parkway LLC 3701 Northwest Parkway, Broomfield, CO Pedro Costa, Executive Director - Tel: (303) : $8,963,456 (operating budget cost) E. THIRD PARTY REFERENCE NAME, ORGANIZATION, PHONE NUMBER DESCRIPTION/TYPE Insurance: Commercial General Liability $5M; Crime Insurance $4M; Workers Compensation $5M Aggregate N/A ROLE/TOLLING RESPONSIBILITY Collection and processing of toll revenues F. YEAR OF FINANCIAL CLOSE OR YEAR POSTED (PERTAINING TO SECURITIES) Ongoing operations contract VALUE/ AMOUNT/ EQUITY INVESTED Roadway/facilities are owned by Northwest Parkway Public Highway Authority and leased to Northwest Parkway LLC Alltech prepared cost/benefit models for analysis of conversion from cash and transponder tolling to allelectronic tolling, beginning with the elimination of lower-volume, overnight shifts. Alltech also actively participated in the development of business rules and reports associated with the newly-implemented Brisa toll operating system and continues to provide system evaluation. Annual toll transactions on Northwest Parkway total approximately 2.6 million. Project Highlights Toll collection operation Billing and payment processing

68 US Route 460 Corridor Improvements Project Appendix D. Work History Form 1 (Tolling) Project #3 A. TEAM MEMBER OR FIRM NAME B. NAME OF THE PROJECT, LOCATION, DESCRIPTION AND TOLLING DESCRIPTION (IF APPLICABLE) C. PROJECT OWNER S NAME & ADDRESS, PROJECT MANAGER S NAME, PHONE NUMBER D. PROJECT COST G. FINANCING/ SECURITY/ INSURANCE Alltech, Inc., a wholly-owned subsidiary of Parsons Brinckerhoff (PB) Interstate 25 HOT Lanes, Denver, Colorado Alltech provides variable rate toll collection services and lane operations management for the sevenmile high occupancy/toll (HOT) lanes north of downtown Denver. Alltech is subcontracted by E-470 to perform this work for Colorado High Performance Transportation Enterprise, a subdivision of the Colorado Department of Transportation (CDOT). Transponder tolls and license plate tolls are processed by Alltech at the ExpressToll Customer Service Center while Alltech technical support personnel are responsible for opening, closing and reversing traffic directions on the roadway. Alltech has provided these services since the inception of the HOT lanes in Total annual transactions are approximately 1.1 million. Colorado Department of Transportation High Performance Transportation Enterprise 4201 E. Arkansas Avenue, Denver, CO Peggy Catlin, CDOT Deputy Executive Director - Tel: (303) to 2010: $582,931 (operating budget cost) DESCRIPTION/TYPE Insurance: Commercial General Liability $5M; Crime Insurance $4M; Workers Compensation $5M Aggregate E. THIRD PARTY REFERENCE NAME, ORGANIZATION, PHONE NUMBER N/A ROLE/TOLLING RESPONSIBILITY Collection and processing of toll revenues; physical operation and maintenance of lanes and equipment F. YEAR OF FINANCIAL CLOSE OR YEAR POSTED (PERTAINING TO SECURITIES) On-going operations contract VALUE/ AMOUNT/ EQUITY INVESTED Roadway/facilities are under authority of the Colorado Department of Transportation Alltech was instrumental in developing toll collection business rules for the variable-rate tolls used by CDOT to manage reverse-flow traffic on Interstate 25 from downtown Denver to U.S. 36. Under mandate from the state legislature, Alltech also worked with CDOT to implement procedures to manage discounted pricing for hybrid vehicles. Although geographically separated from E-470 and the EXpressToll CSC operated by Alltech, fiber optic cable was connected to feed real-time transaction data to the CSC back office system, facilitating posting of HOT lane transponder transactions to customer EXpressToll accounts. License plate tolls from the HOT lanes also are process by Alltech employees at the EXpressToll CSC. Project Highlights Toll collection operation Reverse-flow traffic

69 Appendix E Appendix E

70 U.S. Route 460 Corridor Improvements Project Organizational Chart