Letter of Submittal - Virginia Department of Transportation

PUBLIC PRIVATE TRANSPORTATION CONCEPTUAL PROPOSAL DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION PROJECT

Letter of Submittal

Support documentation

Executive Summary

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL

Provenexperienceoperatingfree-flow,All- �

ElectronicToll(AET)collection;andSensitivitytoandabilitytomanageand �

mitigateenvironmentalissues.ElizabethRiverCrossings(ERC)isthatpartner.

A VISION OF PARTNERSHIP WorkinginpartnershipwithVDOT,ERCwilleffectivelyutilizethePPTAprocessinrespondingtotheregion’stransportationneeds.OurstrategyfordevelopinganddeliveringtheProjectisinstrictalignmentwithVDOT’s,whileproactivelyaddressingsharedsensitivities.Thisvisionwillachievehighlevelsofcustomersatisfactionandsafety,providelong-termsustainabilityanddistinguishtheProjectasexemplaryintheemergingUSPPPmarket.

THE TEAM TO DELIVER VDOT’S OBJECTIVESERCisestablishedbySkanskaInfrastructureDevelopment(“SkanskaID”)andMacquarieFinancialHoldingsLimited,amemberoftheMacquarieGroupofcompanies,fundsandinvestmentvehicles(“Macquarie”).SkanskaIDandMacquariearetwoofthemostexperiencedPPPdevelopersintheworld,andwillhaveequalequityinvestmentsinthecompany.InadditiontobroadportfoliosofPPPprojects,wealsohavesignificantexperiencewithtunnels:theRostockTunnelinGermany(Macquarie)andtheE39HighwayinNorway(SkanskaID);andwithAETtollroads:Toronto’s407-ETR(Macquarie)andtheAutopistaCentralinSantiago,Chile(SkanskaID).

TheHamptonRoadsareaexperiencessomeoftheworsttrafficcongestioninVirginia.Withcontinuedgrowthintheportandever-expandingdemand,theVirginiaDepartmentofTransportation(VDOT)isfacedwithalonglistofcriticallyimportanttransportationprojects.Publicfundingfortheseprojects,however,isseverelylimited.TheDowntownTunnel/MidtownTunnel/MLKExtensionProject(theProject)iscentraltoaddressingtheregion’stransportationneeds.TheProjectisacriticalandcomplexundertakingthatisideallysuitedforaPublic-PrivatePartnership(PPP)usingVirginia’sprovenPPTAprocess.InpursuingtheProjectthroughPPTA,VDOThasidentifiedcoreobjectivesthatinclude:

Increasingcapacity,reducingcongestionand �

conductingsafeandefficientoperations;Integratingintotheregionalnetworkwhile �

servingasanevacuationroute;Reducingandmitigatingenvironmental �

impacts;andCoordinatingwithadjacentlandusesand �

supportinganticipatedgrowth.Tomeettheseobjectives,overcomethetechnicalchallengesoftheprojectandprovideforlong-termsecurityofthefacilities,VDOTseeksaprivatesectorpartnerthathas:

Asuccessfultrackrecorddesigning, �

constructingandoperatingtunnels;Theabilitytoarrangefinancingandcapacity �

toinvestintheprojectforthelong-term;Validatedcredentialsforsocialand �

environmentalresponsibility;

EXECUTIVE SUMMARY

PAGE I


Asdocumentedinthe2008financialstatementsprovidedinthisProposal,MacquarieFinancialHoldingsLimitedhasconsolidatedassetsof$28billionandastrongbalancesheettobackitscommitments.TheSkanskaGrouphasover$2billionincashorcashequivalentsonhandandastrongbalancesheettosupportitsdevelopmentefforts.

PAGE II

TheERCconstructionjointventure(CJV)iscomprisedofVirginiaBeach-basedSkanskaUSACivil,KiewitandWeeksMarinewhocollectivelyhavebuiltnearly52,000feetofimmersedtubetunnelsintheUS,including18,500feetintheTidewaterarea.ThisoutstandingteamhasastrongandestablishedpresenceintheregionandhassignificantexperienceworkingtogetherandwithVDOT.ParsonsBrinckerhoff(PB),whichhasexpertlysupportedVDOT’stunnelsintheregionsincetheirconstruction,willleadahighlyqualifieddesignteamthatincludesVolkert&AssociatesandCOWI.Theworld’swidestunderwatervehiculartunnel,theFortMcHenryTunnelconstructedbySkanskaandKiewitanddesignedbyPB,isasignificantexampleofthisteam’spreviouscollaboration.

The USA’s pre-eminent

immersed tube tunnel design and construction team

ThesignificantfinancialcapacityofthiscombinationwillprovideasolidpartnerforVDOT.Wehaveassembledastrongteamtodevelop,finance,design,build,operateandmaintainthisprojectandwearesupportedbycapableadviserswithwhomwehavedemonstratedexperience.TheresultisateamwhichwillofferVDOTmaximumcertaintyofdeliveryofthiscrucialProject.

Core Team

Project Sponsors(50/50 partners)

Skanska Infrastructure Development

Finance: Macquarie Capital (USA) Inc.

Tra�c & Revenue: AECOM

Public A�airs: McGuire Woods

Legal: Orrick

Operations & Maintenance: Hatch Mott MacDonald

Intelligent Transportation Systems: PBS & J

Tolling: Transtoll

Macquarie Skanska CivilKiewit Construction Co.Weeks Marinewith support from:Parsons Brinkerho� Volkert &Associates, Inc.TransdynCOWI

ConstructionJoint Venture

Advisors

Right of Way: OR Colan Associates

UNRIVALLED DESIGN AND CONSTRUCTION EXPERIENCE


TheteambringsinvaluableexperiencewithimmersedtubetunnelconstructionintheTidewaterarea,andhasdevelopedanapproachtoaddresskeychallengesspecifictotheProject,suchastunnelalignment,tubefabrication,watertightness,dredginganddredgematerialdisposal,existingharborutilities,marineconstruction,andtunnelapproaches.ERCisconfidentthatanaggressiveconstructionscheduleisachievableasillustratedbelow:

Milestone DateDetaileddesigncommences Feb2010Tunnelfabricationcommences Jul2010Tunnelconstructioncommences Apr2011MLKExtensioncomplete Jan2014Existingtunnelupgradescomplete Feb2014Tunnelconstructioncomplete Apr2014

ALL-ELECTRONIC TOLL COLLECTION (AET)Givencurrentlevelsofcongestion,thisProjectwouldnotbeconceivablewithoutopenroadtollingusingAET.AsVirginia’sfirstfull-scaleAETimplementation,thisProjectwillestablishVDOTasanationalleaderinthisfield.ERC’steammembershaveworldwideexperienceinthedeploymentandoperationofopenroadtollsystemsincludingthe407-ETRinCanada,theAutopistaCentralinChileandLaneCoveTunnelinAustralia.WealsooperatetheDullesGreenwaywhichisE-ZPassinteroperableandfullyintegratedwithVDOT’sStatewideCustomerServiceCenterinCliftonForge.Forthisproject,E-ZPasswouldbecombinedwithimage-basedtollingtoeliminatetollplazas.WewilladdresstollcollectionchallengesuniquetotheProjectthatinclude:

Providingservicetoover220,000local �

militarypersonnel;Accommodatingtouristsandoutofstate �

visitors;andIntegratingthetoll,tunnelandITSsystemsto �

provideacoordinatedresponsetohurricaneevacuationsandotheremergencies.

PAGE III

ERC’s team members have worldwide experience in the deployment and operation of open road toll systems

Toll plaza, Autopista Central, Santiago, Chile


EXCELLENCE IN OPERATIONS AND MAINTENANCEInkeepingwithbestpracticeforoperatingandmaintainingmajorPPPtransportationprojects,alreadyprovenonotherERCteammembers’projectssuchasSanDiego’sSouthBayExpresswayandtheA1HighwayinPoland,ERCwillself-performthecorefunctionsoftollcollection,tunneloperationsandassetmanagement.InrecognitionthatERCmayundertaketunneloperationsandmaintenancefromday1ofthecontract,adetailedtransitionplanforthe147VDOTemployeeswillbeprepared.ERCwillutilizeexperiencegainedinthesuccessfultransferralofapproximately300stateemployeestoprivateemploymentontheIndianaTollRoad.

BUILDING A BUSINESS CASEVDOThasmadeitclearthatpublicfundingisnotavailableforthisproject.ERCbelievesthattheidealwaytofinancetheProjectistotransfertrafficforecastingandrevenuecollectionrisktotheprivatesector.Preliminaryrevenueandcoststudiesindicateaprojectvalueintherange$1.7to2.25billion,includingconstruction,rehabilitationandfinancingunderPPPprinciples.Toensureefficienttrafficflowandeliminateanyneedforpublicfunding,ERCrecommendsthatbothtunnelswouldbetolledatthesamerateandtheMLKextensionatalowerrate. ERChasmodeledarangeoftollratesthatwouldmeetVDOT’sgoalofmaximizingprivateinvestmentwhileminimizingpublicfunds.Theserateswouldallowtheprojecttorepaydebt,beoperationallyself-sustainingandprovideareasonablereturnoninvestment.Withinthisrange,VDOTandlocalleaderswillhavechoiceswithregardtovariablessuchas:

Tollrateescalation1. Commercialvehiclerates2. Congestion-basedtolls3. Comprehensiveagreementterm.4.

PAGE IV

PROPOSED FINANCE PLANERC’smembershaveextensiveandsuccessfultrackrecordsinfinancinglargeandcomplexinfrastructureprojects.Macquariehaspreviouslyraised$8billionfortollroadsintheUS,whileSkanskaIDcontinuestoraisecommittedfinancingandwasrecentlynamedpreferredbidderfortheM25projectinLondon,England.WewillbeassistedbyMacquarieCapital(USA)Inc.asFinancialAdvisor.Toensurethelong-termstabilityoftheProjectandprovidemaximumvaluetoVDOT,afinancingsolutionideallysuitedtotheProjectwillbecreatedfromacombinationof:

Privatebankdebt; �

Capitalmarkets; �

Privateactivitybonds; �

TIFIAloans;and �

Privateequityandsubordinateddebt. �

ERCacknowledgestherecentcataclysmiceventsinthecreditmarkets.However,MacquariehascontinuedoverthelastyeartosuccessfullyraiseequityanddebtfinancingforinfrastructureprojectsaroundtheworldandinparticularintheUSA.Similarly,SkanskaID’sstrongfinancialpositionhasenabledittocontinuefinancingprojects.Bothfirmsareinconstantdiscussionswithprojectfinancebanksandbondunderwritersandfindthereisstillasignificantappetiteforwell-structuredprojectswithstrongunderlyingeconomics.

ERC will self-perform core

operations and maintenance

functions

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE V

SAFETY, STAKEHOLDERS AND ENVIRONMENTAL MANAGEMENTSafetyforallstakeholdersisoneofERC’scorevalues.Ourestablishedmethodsaredesignedtoensurethatthesafetyofconstructionpersonnelandroaduserswillbeparamountthroughouttheconstructionperiod,andthisfocusonsafetywillcontinueintotheoperatingperiod.Environmentalresponsibilityisanothercorevalue.TheERCteamhasatrackrecordofenvironmentalsensitivityandiscommittedtothenecessarymeasurestoimplementtheProjectinasustainablemanner.Werecognizethatonaprojectofthismagnitude,managingthemanyinterestsofvariousstakeholdersisakeychallenge.ERChasalreadyidentifiedtheconcernsofmanyoftheProject’sexternalstakeholdersandwillworkwithVDOTtobuildacoalitionofpublicsupport.AcomprehensivecommunicationsplanwilladdresstheneedsandconcernsofthemanyinterestedpartiesintheHamptonRoadsarea,

DECLARATIONSWedeclarethefollowing:TheonlypublicfinancialsupportrequiredwouldbeintheformofanallocationofTIFIAfinancingandPrivateActivityBonds.Noothersubsidyorpaymentwouldbeneeded.Itisourintent,ifselected,toenterintoanInterimand/orComprehensiveAgreementwithVDOTfortheProjectinaccordancewiththetermsofthisprocurement.TheofferpresentedinthisConceptualProposalwillremaininfullforceandeffectuntilsuchtimeassubmissionoftheDetailedProposals.ThisConceptualProposalmeetsappropriateexistingorreasonablyanticipatedmodificationstostateandfederalstandards,statutesandregulations.

Christopher Guthkelch,AuthorizedRepresentative,ElizabethRiverCrossings

includingthevariousmunicipalities,chambersofcommerce,militaryinstallations,portoperators,environmentalgroups,businessesandresidents.

BRINGING VDOT’S VISION TO LIFEERCbringstogetherthefinancialstrength,globalPPPexperienceandoperationalexpertiseofSkanskaIDandMacquariewiththeUSA’spre-eminentimmersedtubetunneldesignandconstructionteam.Supportedbyacapableadvisoryteam,ERCwilldrawuponestablishedrelationshipsandextensivelocaltunneltolling,operationalandmaintenanceexperience.Whencombinedwithourimplementationstrategyandrobustbusinesscase,ERCcanprovideVDOTwithrealcertaintyofdeliveryofthislandmarkProject.TheseprovenstrengthsmakeERCtheidealpartnertobringVDOT’svisiontolife,forthebenefitofcommunities,businessesandotherstakeholdersacrosstheHamptonRoadsregion.

The ERC team has a track record of environmental sensitivity and is committed to implementing the Project in a sustainable manner

Table of Contents

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE 1

TABLE O

F CON

TENTS

TABLE OF CONTENTS

VOLUME ONE

Section Title

Tab 1 Letter of Submittal

Tab 2 Executive Summary

Tab 3 Table of Contents

Tab 4 Responses to Conceptual Proposal Evaluation Criteria

Section 10.4.1: Priority 1 Qualifications Criteria

.1 Financial Capacity

Macquarie Financial Letter Skanska Financial Letter Macquarie Parent Company Support Letter Skanska Parent Company Support Letter

.2 Performance Security Experience

Attachment A – Security Performance - Work History Form 1

.3 Financial Experience

Attachment B – Financial Experience – Work History Form 1 Attachment C – Financial Experience – Work History Form 1

.4 Project Leaders in Oversight and Administration

Resumes

.5 Tunnel Construction, Maintenance and Operations

Attachment D1 – Tunnel Design Experience – Work History Form 2 Attachment D2 – Tunnel Construction Experience–Work History Form 2 Attachment D3 – Tunnel O&M Experience – Work History Form 2 Resumes

.6 Toll Facility Operations

Attachment E – Toll Facility Operation – Work History Form 1


.1 Work History

Attachment F1 – O&M Experience – Work History Form 3 Attachment F2 – Elevated Structures Experience – Work History Form 2


TABLE O

F CON

TENTS

Section Title

.2 Project Qualifications


.1 Prior Working Relationships

.2 Conceptual Finance Plan

.3 Performance Security and Insurance Coverage Approach

Attachment G – Performance Security and Insurance – Work History Form 1


.1 Innovations and Ideas

.2 Risk Allocation

Attachment H1 – Risk Register 1 Attachment H2 – Risk Register 2

.3 Project Understanding and Approach

.4 Organizational Structure

Resumes

VOLUME TWO, BOOK ONE

Section Title

Financial Statements

Macquarie Financial Statements

2004 Macquarie Bank Limited Financial Report 2005 Macquarie Bank LimitedFinancial Report 2006 Macquarie Bank Limited Financial Report 2007 Macquarie Bank Limited Financial Report 2008 Macquarie Financial Holdings Limited Financial Report Auditor's Letter-Macquarie Bank Limited 2004 and 2005 Macquarie Bank Limited Statements (USD) 2006 Macquarie Bank Limited Financial Statements (USD) 2007 Macquarie Bank Limited Financial Statements (USD) 2008 Macquarie Financial Holdings Limited Auditor's Letter & Financial Statements (USD) Macquarie Financial Holdings Limited- Interim Financial Statements Comparison of IFRS and US GAAP

Support Documentation

Explanatory Memorandum


TABLE O

F CON

TENTS

VOLUME TWO, BOOK TWO

Section Title

Financial Statements

Skanska AB Financial Statements

Skanska AB Financial Statement 2003 Skanska AB Financial Statement 2004 Skanska AB Financial Statement 2005 Skanska AB Financial Statement 2006 Skanska AB Annual Review 2007 Skanska AB 2008 Interim Financial Statement

Supporting Documents

KPMG Auditors Report 2003 KPMG Auditors Report 2003-2004 KPMG Auditors Report 2004-2005 KPMG Auditors Report 2005-2006 Skanska AB Interim Financial Explanation Letter KPMG - IAS Compared with Swedish GAAP and US GAAP KPMG – IFRS Compared to US GAAP

Skanska ID Inc. Financial Statements

Skanska ID Inc Financial Statement 2007 Skanska ID Inc 2008 Interim Financial Statement

Supporting Documents

Skanska ID Inc Creation Letter

Skanska USA Civil Southeast Financial Statements

Tidewater Skanska Inc Financial Statement 2004 Tidewater Skanska Inc Financial Statement 2005 Tidewater Skanska Inc Financial Statement 2006 Skanska USA Civil Southeast Financial Statement 2007

Supporting Documentation

Tidewater to Skanska USA Civil Southeast Name Change Skanska USA Civil Southeast Interim Financial Letter

Weeks Marine Inc. Financial Statements

Weeks Marine Inc. Financial Statement 2004 Weeks Marine Inc. Financial Statement 2005 Weeks Marine Inc. Financial Statement 2006 Weeks Marine Inc. Financial Statement 2007 Weeks Marine Inc. 2008 Interim Financial Statement


TABLE O

F CON

TENTS

Section Title

Kiewit Construction Co Financial Statements

Kiewit Construction Co Financial Statement 2003 Kiewit Construction Co Financial Statement 2004 Kiewit Construction Co Financial Statement 2005 Kiewit Construction Co Financial Statement 2006 Kiewit Construction Co Financial Statement 2007 Kiewit Construction Co 2008 Interim Financial Statement

Responses to ConceptualProposal Evaluation Criteria

Priority 1Qualifications Criteria

.1 Financial Capacity


SECTION

10.4.1

10.4.1: PRIORITY 1 QUALIFICATIONS CRITERIA

10.4.1.1. FINANCIAL CAPACITY

The Solicitation for Conceptual Proposal is undertaken through the Public-Private Transportation Act (PPTA) of Virginia, a framework enabling public entities to enter into agreements authorizing private entities to develop and/or operate qualifying transportation facilities. The Downtown Tunnel/Midtown Tunnel/MLK Extension Project (the Project) is ideally suited for this type of development agreement.

The successful implementation of this framework requires a partner for VDOT that is able to commit adequate equity to successfully achieve Financial Close and also to lead the Project through successful completion. Elizabeth River Crossings (ERC) is well aware that this requires an exceptional financial capacity in the same manner that building and operating such complex transportation assets require exceptional technical skills.

ERC also believes that financial capacity is essential for project acceptance by users and stakeholders. VDOT must contract with an entity that stakeholders believe has the capacity to deliver its obligations under the Comprehensive Agreement. ERC understands the level of trust that an agency bestows when granting long-term concession agreements and is highly committed to the responsibility of operating essential pieces of public infrastructure as is evidenced by the project experience outlined in this proposal.

ERC’s equity members, Skanska Infrastructure Development Inc (Skanska ID) and ERC HoldCo LLC are wholly owned subsidiaries of Skanska AB and Macquarie Financial Holdings Limited (together with its affiliates and their managed funds or vehicles, “Macquarie” or the “Macquarie Group”) respectively, which are world leaders in infrastructure development with outstanding credit worthiness, as illustrated by the information provided in the sections that follow.

As of the end of year 2007, of the Skanska Group generated over US$ 20.5 billion in revenues, had an order backlog of US $21.2 billion,

has over US$ 2 billion in cash or cash equivalents on hand, and maintained US$6.7 billion in total bonding capacity. Skanska has the full financial capability to develop and implement this Project. The Skanska business units moreover provide the expertise and experience necessary to competently supply the development services described for the Project, including the ability to obtain required insurance and appropriate payment and performance bonds.

Founded in 1969, the Macquarie Group operates in more than 60 office locations in 25 countries and employs more than 13,000 people. Assets under management total more than $216 billion as of June 30, 2008.


SECTION

10.4.1

Macquarie Financial Holdings Limited is a rated entity, with the following credit ratings as of August 2008:

A- (Standard & Poor’s) A2 (Moody’s) A (Fitch).

A diversified group, Macquarie maintains a robust risk management framework that helps ensure no significant credit write downs despite challenging market conditions for the fiscal 2008 year.

As demonstrated by the successful implementation of over 116 infrastructure assets around the world, including major roads, utilities and international airports, the Macquarie Group, through its specialized funds, has the financial capacity to develop, finance and lead projects and manage them for the long term.

Financial Statements for both Skanska AB and Macquarie Financial Holdings Limited are contained in Volume 2. Commitment letters and letters providing other requested information immediately follow this section. Please note that no 10-K or 10-Q Reports have been filed by ERC members.

Attachments

.2 Performance Security Experience


SECTION

10.4.1

10.4.1.2. SECURITY EXPERIENCE

The Construction Joint Venture team members of ERC have each provided numerous Performance Bonds exceeding $75 million in value for large, complex infrastructure projects within the last 5 years, both as individual contracting entities and as members of a joint venture with other contractors. Information on sample projects including the project’s cost and bond value is provided in the Work History Forms immediately following this section.

Skanska USA Civil Southeast Inc. has an outstanding financial position that is mirrored in the $6.59 billion aggregate Surety Capacity of

Skanska USA, Inc. provided through Allied N.A. Skanska USA Civil Southeast Inc. has access to all or part of this bond line with consideration given to single project amounts in excess of $250 Million. Skanska’s performance bonds are provided by Travelers, Zurich American, Liberty Mutual, Chubb, and AIG. This capacity has been demonstrated by the ability to secure performance and payment bonds for large projects such as the Arthur J. Ravenel bridge in Charleston, South Carolina and the I-95/I-495/Route 1 interchange in Alexandria, Virginia.

Kiewit Construction Company’s excellent financial standing and 45 year plus relationship with Travelers has helped it establish one of the strongest

surety programs in the contracting business. This program includes a capacity exceeding $250 million on any one project and over $6 billion aggregate. This capacity has been demonstrated by the ability to secure performance and payment bonds for large projects such as the I-25 “T-REX” project in Denver, Colorado and the Willis Ave. Bridge in The Bronx, New York.

Weeks Marine, Inc., who is a lesser participant in the joint venture, also has a successful track record in obtaining performance and payment bonds for large projects such as the Naval Weapons Station Earle.

Attachments

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE A-1

10.4.1.2 ATTACHMENT A PERFORMANCE SECURITY EXPERIENCE WORK HISTORY FORM 1 (FINANCIAL)

G. Financing/Security/Insurance A. Team Member or Firm’s 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

E. Third Party Reference Name, Organization, Phone Number

F. Year of Financial Close or Year Posted (pertaining to Securities)

Description/Type Role/Tolling Responsibility

Value/Amount/Equity Invested

(1) Kiewit Construction Co.

I-25 (T-REX) Denver, CO Using the design-build delivery method, a Kiewit led joint venture reconstructed 17 miles of Interstate 25 and I-225 including major interchanges, while simultaneously adding 19 miles of double-track light rail line, including 13 new stations. The first of its kind multi-modal project included the construction or reconstruction of 61 roadway bridges, 14 LRT bridges, 3 LRT tunnels, 400 utility relocations, drainage improvements, and enhanced pedestrian and bicycle access

Colorado Department of Transportation 7200 S. Alton Way Centennial, CO 80112 Larry Warner (303) 357-8600

$1,161 million Rick Clarke Project Director (RTD) FasTracks 1560 Broadway, Suite 700 Denver, CO 80202 303-299-2184 [email protected]

Posted 2001 Performance & Payment bond

Contractor/None $580 million

(2) Skanska Civil Arthur J. Ravenel Bridge Charleston, SC Skanska constructed a 2.5-mile cable-stayed bridge over the Cooper River from I-26 on the Charleston side of the river to Coleman Boulevard in Mount Pleasant. The scope of work also included two major interchanges in an urban environment. Skanska also procured some of the required right-of-way for the project and performed relocation of existing utilities in a heavily-populated urban area. Extensive use was made of local contractors and suppliers.

South Carolina Department of Transportation P. O. Box 191 Columbia, SC 29202-0191 Leland Colvin, Asst. Construction Engineer 803-737-1308

$541 million South Carolina Department of Transportation P. O. Box 191 Columbia, SC 29202-0191 Leland Colvin, Asst. Construction Engineer 803-737-1308

Posted 2001 Performance and Payment Bond


(3) Skanska Civil I-95/I-495/Rt. 1 Interchange Alexandria, VA Skanska reconstructed I-95/I-495 from Telegraph Road through the Route 1 interchange to the approaches to the new Woodrow Wilson Memorial Bridge. The project includes the construction of nineteen bridges and associated interchange ramps, roadway/highway improvements, utility upgrades, and the tie-in to the new bridge. The project is under construction within the boundaries of the Washington D.C. metropolitan area. Substantial maintenance of traffic efforts are required to maintain traffic through the existing interchange during construction.

Virginia Department of Transportation 2901 Eisenhower Avenue, Unit B Alexandria, VA 22314 Ronaldo Nicholson 703-329-0300

$180 million Virginia Department of Transportation 2901 Eisenhower Avenue, Unit B Alexandria, VA 22314 Ronaldo Nicholson 703-329-0300

Posted 2003 Performance & Payment Bond


ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE A-2




D. Project Cost





(4) Kiewit Construction Co.

Willis Avenue Bridge Bronx, NY This Kiewit-Weeks Joint Venture is the largest project ever undertaken by the New York City Dept of Transportation. It will completely replace the existing Willis Avenue Swing Bridge, that spans the Harlem River, with a new four-lane bridge. In addition, the project will reconstruct ramps, elevated viaducts and other simple bridges that span over the six-lane Harlem River Drive, the six-lane I-87 Major Deegan Expressway, local streets and a rail yard. Bridge reconstruction includes all river and land piers, abutments and bridge spans. Traffic will be maintained throughout the contract duration.

New York City Department of Transportation 40 Worth Street New York, NY 1001 Simona Finkelstein, PE (212) 788-1796

$612 million

William Nyman Hardesty & Hanover (212) 944-1150



(5) Weeks Marine Naval Weapons Station Earle Upgrades to existing Pier # 2, transfer operations from Pier 3. Complete demolition of 265,000 sf Pier # 3 with complete removal of 8890 ea timber piles. Disposal of 35,000 ton of debris at off-shore reefs. Dredging with upland disposal of 302,000 m3 of contaminated materials. Installation of 365 ea 42” diameter steel piles with lengths up to 190 lf. Construction of 214,000 sf of very heavy duty concrete superstructure, consisting of a combination of precast concrete elements and cast in place concrete, including crane rail and railroad tracks.

Owner NAVFAC NE ( U S Navy ) Lee Garrett ( ROICC ) Phone (732) 866-7115

$130 million NAVFAC NE (U. S. Navy ) Lee Garrett ( ROICC ) Phone (732) 866-7115



.3 Financial Experience


SECTION

10.4.1

10.4.1.3. FINANCIAL EXPERIENCE

ERC is well aware that the capacity of the private entity to secure long term financing is a key success factor for projects undertaken through the Public-Private Transportation Act (“PPTA”).

Both Macquarie and Skanska ID have considerable global experience financing transportation infrastructure. As a result, both are well known to lenders, rating agencies, and bond underwriters active in the infrastructure sector. For the Project, ERC proposes a US based finance team supported

by our international offices. The US based team members will focus on arranging TIFIA Loans and/or Private Activity Bonds while the international teams will assist with other debt arrangements. Moreover, ERC believes that:

Its team members’ experience in optimizing capital structures can assist the Commonwealth in maximizing financial benefits from the concession of the Project;

It is able to negotiate agreements and successfully raise debt and equity funding within short time frames. In the past, ERC team members have been able to achieve financial close within 3 to 4 months of notice of award. The consortium is well advanced in setting up a pool of experienced technical advisors and finance providers, which will ensure that the execution of the due diligence and financing can comply with an accelerated timetable, if requested by VDOT.

ERC intends to leverage its member’s exceptional track record in delivering complex financings.

Skanska ID is a world leader in developing, investing in and operating major Public-Private Partnerships (PPP) in transportation, accommodation and social infrastructure. The company has extensive experience in successfully closing private, non-recourse financings. These complex project financings are based on a variety of payment structures and lenders, demonstrating in-depth experience and know-how in selecting the most cost-efficient structure for each project, as well as the ability to reach financial close.

Based on proven competence and experience, Skanska ID brings optimal cost-efficiency and certainty of delivery of the financing solution by using in-house resources combined with a selective use of financial advisory firms as needed. The company has the capability to identify innovative solutions by working closely with our clients, select advisors, and by combining our international experience with the strong local presence of our construction business units.

Skanska ID's success relies on enabling hands-on integration and collaboration across the Skanska businesses, harnessing the full knowledge and capability of a truly unique team with worldwide experience. As examples, Skanska ID AB has led the field in transportation in the Nordic Region, where we developed the first PPP highways in Finland and Norway. In Chile,

Autostrade A1 – Poland (Skanska)


SECTION

10.4.1

we have developed one of the world's first and most advanced freeflow toll roads; the Autopista Central in Santiago. Cumulatively, Skanska ID has developed nineteen PPP projects and committed more than of $520 million of its own capital. The North American unit of Skanska ID is headquartered in Alexandria, Virginia with regional offices in Texas and Florida.

Skanska ID’s significant transportation project financings in excess of $500 million initial capital costs include the Autopista and the Autostrade A1 in Poland. Other PPP road projects listed on the Work History Forms following this section include the E39 Highway in Norway and the E18 and Nelostie Highways in Finland. In addition, Skanska ID is part of the consortium recently named as preferred bidder for the M25 Highway around London, England.

The Macquarie Group is one of the world’s largest developers and operators of toll roads, in total managing 32 toll highway concessions in 11 countries. In North America, Macquarie is active through various funds.

Macquarie’s primary toll road fund, Macquarie Infrastructure Group (MIG), is one of the largest private developers and owners of toll highways in the world, with a geographically diversified portfolio.

A secondary fund active in this sector is Macquarie Infrastructure Partners (MIP). MIP is a US domiciled, unlisted investment vehicle that invests in infrastructure assets and assets with similar characteristics located predominantly in the United States and Canada. The majority of MIP’s investors are located within the United States consisting of mostly institutional investors and large pension funds. MIP has completed 12 investments including four co-investments with MIG in US toll roads: the Chicago Skyway, the South Bay Expressway in San Diego, the Indiana Toll Road, and the Dulles Greenway.

In addition to its role as an equity member, Macquaire is also serving as Financial Advisor to ERC through the subsidiary Macquarie Capital (USA). Macquarie’s key strength as a financial advisor is the ability to rely upon in-house global expertise to arrange complex project financing.

Macquarie has a long track record as a capable financial advisor having completed over 50 financial advisory mandates on road projects worldwide. Perhaps the best testament to Macquarie’s expertise in raising debt financing is the fact that many of the world’s leading infrastructure developers have chosen Macquarie as their financial advisor and debt arranger, sometimes even where Macquarie funds have not played an equity investment role.

Specifically, Macquarie has been involved in some of the largest infrastructure financings in the world including the APRR road network in the east of France, BrisConnect, and Thames Water.

Macquarie has raised over $8 billion in financing for US toll roads in the past 2 years. The company’s significant transportation project financings in excess of $500 million initial capital costs include the Chicago Skyway and the Indiana Toll Road. Other PPP road projects listed on the Work History Forms following this section include the Dulles Greenway, The A25 Completion Project in Montreal, the Warnow Tunnel in Rostock, Germany and the South Bay Expressway in San Diego.

Attachments

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE B-1

10.4.1.3 ATTACHMENT B FINANCIAL EXPERIENCE – P3 > $500M WORK HISTORY FORM 1 (FINANCIAL)




D. Project Cost





(1) Macquarie Capital

Indiana Toll Road, Indiana 158-mile long divided highway running the full length of northern Indiana connecting to the Chicago Skyway (West) and the Ohio Turnpike (East). Macquarie Capital (USA) Inc. advised Macquarie Infrastructure Group (“MIG”) and Partner on the lease. The consortium received a concession to operate the road for 75 years. Real tolling with schedule set until 2010 after which tolls will increase at the greater of 2%, CPI and nominal GDP per capita growth. Cash and electronic tolling (including the use of RFID tags).

Project Owner: Macquarie Infrastructure Group (25%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Macquarie Infrastructure Partners (25%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Fernando Redondo P: (312) 552 7108

$3,800 million Jennifer Alvey State of Indiana P: (317) 233 4338

2006 Acquisition Debt Facility Capex Facility Liquidity Facility

Macquarie Capital (USA) Inc. advised MIG and Partner in the purchase of the asset. Macquarie Capital (USA) Inc. acted as the debt arranger for the project. MIG contributed 50% of the initial equity for the project.

Acquisition Debt Facility: $3,248 million Capex Facility: $665 million Liquidity Facility: $150 million Initial Equity Invested: MIG - $374 million Partner - $374 million


Chicago Skyway, Chicago, Illinois 8-mile, six lane toll road south of Chicago that links Interstate 90 from the Illinois/Indiana State border to the Dan Ryan Expressway, which runs directly into downtown Chicago. Macquarie Capital (USA) Inc. advised MIG and Partner on the lease. The consortium received a 99-year concession for operation of the road. Real tolling with a specified toll regime from 2008 to 2017. Tolls post 2017 increase by the greater of 2% per annum, CPI or nominal GDP per capita growth. Cash and electronic tolling (including the use of RFID tags).

Project Owner: Macquarie Infrastructure Group (22.5%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Macquarie Infrastructure Partners (22.5%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Fernando Redondo P: (312) 552 7108

$1,882 million Paul Volpe City of Chicago P: (317) 744 9576

2005 Senior Debt Facility Liquidity Facility Capex Facility

Macquarie Capital (USA) Inc. advised MIG and Partner in the purchase of the asset. MIG contributed 45% of the initial equity for the project.

Senior Debt Facility: $1,000 million Liquidity Facility: $110 million Capex Facility: $80 million Initial Equity Invested: MIG - $397 million Partner - $485 million

(3) Skanska ID Autopista Central, Santiago, Chile This 38 mile long, 6 lane toll road is the main artery of the toll road system in Santiago, Chile. It is equipped with an advanced free-flow toll system enabling each driver to pass the toll stations without stopping. Tolls from as many as 300,000 vehicles per day are collected by the SPC, which operates the road at full market risk. Scope of work performed by Skanska: Major Equity Partner; Lead Contractor (JV); Lead O&M Firm (JV).

Project Owner: Skanska Infrastructure Development (50% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Salahdin Yacoubi P (+56) 2 820 5694

$811 million

Leonel Vivallos Chilean Ministry of Public Works Merced 753, piso 6 Santiago Chile +56-2-449-6830

2003

Senior Bond Debt Dual issue in Chilean UF & USD

Skanska ID contributed 48% of the initial equity for the project. Since then Skanska ID has acquired an additional 2% stake of the SPC.

Senior Bond Debt: $603 million Initial Equity Invested: Skanska ID - $100 million Partners - $108 million

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE B-2




D. Project Cost





(4) Skanska ID Autostrada A1, Poland Part of the European Road E75 is one of Europe's largest road projects. The facility is a 56 mile, 4 lane road. Tolls are collected by the concessionaire, but set and retained by the owner, in an availability model. Some adjustments are made based on traffic volume, which has surpassed predictions. Scope of work performed by Skanska: Major Equity Partner; Lead Contractor (in JV with local firm).

Project Owner: Skanska Infrastructure Development (30% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Göran Carlberg P: (+46) 850 435 101

$1,039 million

Jaroslaw Waszkiewicz Polish Ministry of Infrastructure ul. Chlasinskiego 00-928Warszaw, Poland +48-22-630-1700

2005

Senior Bank Debt Skanska ID contributed 30% of the initial equity for the project.

Senior Bank Debt: $967 million Initial Equity Invested: Skanska ID - $15.6 millionPartners - $36.4 million

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE C-1

10.4.1.3 ATTACHMENT C FINANCIAL EXPERIENCE – SIMILAR PROJECTS WORK HISTORY FORM 1 (FINANCIAL)




D. Project Cost






Dulles Greenway, Virginia 14-mile operating toll road linking the Dulles International Airport to Leesburg, VA. Macquarie Capital acquired the business on an exclusive, privately negotiated deal. The concession expires in 2056. Tolls set by the Virginia State Corporation Commission on application through to end of 2012 and from 2021 on. Cash, electronic and credit card toll collection.

Project Owner: Macquarie Infrastructure Group (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Macquarie Infrastructure Partners (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Tom Sines P: (703) 668 0030

$1,474 million Deborah Brown Virginia Department of Transportation P: (804) 786 4311

2005 Senior Current Interest Bonds Series 1999A Senior Zero Coupon Bonds Series 1999B Senior Callable Zero Coupon Bonds Series 2005A Senior Callable Zero Coupon Bonds Series 2005B Senior Zero Coupon Bonds Series 2005C

Macquarie Capital (USA) Inc. advised the Concessionaire, TRIP II, in the purchase of the asset. Macquarie Capital managed funds hold 100% interest in the asset.

Senior Current Interest Bonds Series 1999A: $35 million Senior Zero Coupon Bonds Series 1999B: $416 million Senior Callable Zero Coupon Bonds Series 2005A: $162 million Senior Callable Zero Coupon Bonds Series 2005B: $54 million Senior Zero Coupon Bonds Series 2005C: $174 million Initial Equity Invested: MIG - $618 million


A25 Completion Project (A25), Montreal, Canada 4.5 mile (including 0.75 mile bridge) greenfield toll road that will serve as an integral part of the existing road network linking the growing communities of Laval and the North Shore to Montreal. 3 lanes in each direction for the bridge, 2 lanes in each direction for the highway. The Macquarie Capital led consortium was awarded a 35-year concession for the design, construction, financing, operation, and maintenance of the project. Macquarie Infrastructure Partners (“MIP”) provided 100% of the equity for the project. Real tolling system. Electronic tolling system for both transponder and video tolling.

Project Owner: Macquarie Infrastructure Partners (100%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Daniel Toutant P: (514) 766 8225

$688 million Marc Flamand Ministry of Transportation – Quebec P: (514) 864 9429

2007 Senior Term Loan Liquidity Facility

Macquarie Capital (USA) Inc. advised MIP in the purchase of the asset. Macquarie Capital (USA) Inc. acted as debt arranger for the project. MIP contributed 100% of the equity for the project.

Senior Term Loan: $263 million Liquidity Facility: $10 million Initial Equity Invested: MIP - $217 million





D. Project Cost






Rostock Crossing, City of Rostock, Germany 2-lane road for 2.5-miles including an 800 meter tunnel under the Warnow river, the first toll road concession in Germany. Macquarie Capital (USA) Inc. acted as financial advisor to the consortium founded by Macquarie Infrastructure Group and Partner. The consortium was awarded a 30 year concession to build and operate the asset. Tolls can be escalated at the rate at which IRR exceeds inflation.

Project Owner: Macquarie Infrastructure Group (70%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Matthias Herrmann P: (+49) 381 637 2210

$346 million Roland Methling Oberbürgermeister (Mayor) P: (+49) 0381 381 1600

2005 Senior Acquisition Facility Senior Liquidity Facility

Macquarie Capital (USA) Inc. advised MIG and Partner in the purchase of the asset. MIG contributed 70% of the equity for the project.

Senior Acquisition Facility: $263 million Senior Liquidity Facility: $10 million Initial Equity Invested: MIG - $30 million Partner - $12 million


South Bay Expressway, San Diego, California 4-lane, 9-mile toll road that provides an alternative route east of the heavily congested North/South SR 805 and Interstate 5 in the San Diego area of Southern California. Greenfield project with construction completed in 2007. The Macquarie Group has a 100% equity interest in the project. Macquarie Capital (USA) Inc. acted as the financial advisor on the acquisition of interests of the South Bay Expressway Limited Partnership. Real tolling system with escalation set by the South Bay Expressway.

Project Owner: Macquarie Infrastructure Group (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Macquarie Infrastructure Partners (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Greg Hulsizer P: (619) 710 4001

$635 million Pedro Orso-Delgado State of California Department of Transportation P: (619) 688 6688

2003 Senior Debt Facility TIFIA Subordinated Debt Facility

Macquarie Capital (USA) Inc. advised MIG in the purchase of the asset. Macquarie Capital acted as greenfield developer and operator of the project. Macquarie Capital holds 100% interest in the project.

Senior Acquisition Facility: $321 million TIFIA Subordinated Debt Facility: $154 million Initial Equity Invested: MIG: $160 million

(5) Skanska ID E18 Motorway, Finland The new 32 mile road in southern Finland will improve traffic flow and safety, replacing an existing narrow, curving, two lane road. The route contains 7 tunnels and no tolls are collected in this Availability Payment model. The Skanska-led Joint Venture is responsible for design, construction, operations and maintenance.

Project Owner: Skanska Infrastructure Development (41% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Gunnar Lundberg P: (+46) 850 435 772

$501 million

Matti Vehvilainen Finnish Road Administration Pasilan virastokeskus Opastinsilta 12A Helsinki, Finland +358-400-833-119

2005

Senior Bank Loans Skanska ID contributed 41% of the equity for the project.

Senior Bank Debt: $467 million Initial Equity Invested: Skanska ID - $14.0 million Partners – $34.1 million





D. Project Cost





(6) Skanska ID E39 Motorway, Norway A new coastal highway built to replace an outdated and dangerous road in Norway. The new alignment resulted in 6.3 miles of tunnel. Financed, designed, built and operated as a PPP, the project is the country's first PPP and the largest road contract awarded in Norway. Skanska-led SPC has two contracts, one for design and construction, the other for operations and maintenance. Both of these have been fully assigned to Skanska.

Project Owner: Skanska Infrastructure Development (50% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Ketil Sand P: (+47) 922 51040

$310 million

Kjersti Billehaug Norwegian Public Roads Administration Brynsengfaret 6A 0033 Oslo, Norway +47-2207-3024

2003

Senior Bank Loans Skanska ID contributed 50% of the equity for the project.

Senior Bank Debt: $285 million Initial Equity Invested: Skanska ID - $12.1 million Partners – $12.1 million

(7) Skanska ID

Nelostie Motorway, Finland The 43 mile, 4 lane highway has enabled faster, safer journeys, bringing economic regeneration to the region. As the first major PFI/PPP road project in the Nordic countries, the motorway uses a shadow toll payment system. This means that the SPC is paid by the authorities depending on user numbers. The SPC is responsible for Design, Construction, O&M

Project Owner: Skanska Infrastructure Development (50% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Tom Schmidt (+358) 207 192 531

$171 million Seppo Makinen Finnish Road Administration POB 70, 000521 Helsinki, Finland +358-40-555-0811

1997 Senior Bank Loans Skanska ID contributed 50% of the equity for the project.

Senior Bank Debt: $131 million Initial Equity Invested: Skanska ID - $15.6 million Partner - $15.6 million

.4 Project Leaders inOversight and Administration


SECTION

10.4.1

10.4.1.4. PROJECT LEADERS IN OVERSIGHT AND ADMINISTRATION

The key personnel that ERC team members have assigned to the Project are among the most experienced professionals available for an undertaking of this magnitude and importance. In addition to having experience directly applicable to finance, design, construction, quality control and assurance, operation and maintenance, they have been responsible for equivalent complex infrastructure projects around the world. Please refer to the resumes that follow this section for specific details and individual references.

Key personnel on the development team for finance are:

Key personnel Relevant Finance Experience

Chris Guthkelch

⎯ Experienced in committed finance bids and business-case analysis for large PPP projects.

⎯ Led the teams that developed fully compliant, committed finance bids for the SH 121 project in Texas and the Port Mann / Highway 1 project in British Columbia.

Pierre Mordacq ⎯ Brings both financial and commercial experience from multiple PPP projects, including financial structuring of the Warnow Tunnel in Germany and the Istrian Motorway in Croatia.

Amando Madan ⎯ A financial expert who negotiated terms with various banks for the committed finance bids for the SH 121 project in Texas and the Port Mann/Highway 1 project in British Columbia.

The design and engineering staff, a subset of the construction team, has key personnel with a history of technical success in complex infrastructure projects including immersed tube tunnels. They are:

Key personnel Relevant Design Experience

Fred Parkinson ⎯ As the Design Manager for the Project, Mr. Parkinson will draw on his extensive local and nationwide experience. He was the principal-in-charge for the emergency assistance contract for the Midtown Tunnel Flooding, and the deputy project manager for the proposed Hampton Roads Third Crossing design.

Christian Ingerslav

⎯ An industry expert on tunnel design, Mr. Ingerslav brings immersed tunnel experience from projects including the Tuas Bay Tunnel in Singapore, Central Artery/Tunnel Project, Western Harbor Tunnel in Hong Kong, and he prepared the scope of work for the proposed Hampton Roads Third Crossing.

Bruce Wilkerson

⎯ Experienced with local tunnels; involved in work on the Midtown Tunnel, Downtown Tunnels, and Monitor-Merrimac Bridge/Tunnel. Mr Wilkerson will lead the rehabilitation activities in the existing tunnels for the Project.


SECTION

10.4.1

Key personnel for construction are experienced in large-scale construction projects including immersed tube tunnel projects. They are:

Key personnel Relevant Construction Experience

Bill Allen ⎯ an engineering manager with direct experience in the design of the Fort McHenry Tunnel in Baltimore and with the on-going responsibility for the inspection and certification of existing tunnels over a long period of time in the Hampton Roads region – HRBT 1&2, MMBT, MTT 1, and DTT 1 & 2.

Bill DuVall ⎯ Deputy Project Manager for the Alameda Corridor design/build project, owner’s engineer for the Bangkok Elevated Road and Train System concession in Thailand, design manager for the Kaohsiung subway system, and construction manager for the International Terminal at O’Hare, the Southwest Transit line in Chicago, and the Union Station rehabilitation in Washington, DC.

Wade Watson ⎯ project manager for the hugely successful Ravenel (Cooper River) Bridge in South Carolina and numerous other marine and bridge construction projects in the Tidewater/Hampton Roads region.

Hank Kelly ⎯ construction engineer and marine planner on the Fort McHenry Tunnel in Baltimore and project manager on other complex heavy civil projects in the Eastern US.

Dave Anderson ⎯ construction engineer and superintendent on both the Fort McHenry Tunnel in Baltimore and Campostella Bridge in Norfolk.

Rick Palmer ⎯ responsible supervisor for the marine construction work at the A. P. Maersk terminal construction in Portsmouth for the Virginia Port Authority

Jack Liles ⎯ Serving as the Approach Manager for the Project, draws on 30 years of experience on large complex construction projects, including the Norfolk Cruise Terminal – Phase 1 and Cooper River Bridge.

Tony Bozzi ⎯ Safety manager with 16 years experience, including Virginia projects

The key personnel assigned for the oversight of QA/QC activities have all been associated with Quality Programs for large, complex infrastructure projects. They are:

Key personnel Relevant Quality Assurance /Quality Control Experience

Peter Donahue ⎯ As the QA/QC leader for the design team, Peter draws on experience as deputy project manager for design of the Port of Miami Tunnel and Access Roadway Improvement Project and the Central Artery/Tunnel Project, which he served as Design Manger.

Larry Glover ⎯ A certified Quality Control Manager, Mr. Glover will draw on his 33 years of experience in quality control engineering, including 15 with the US Army Corps of Engineers.


SECTION

10.4.1

Operation of tolled facilities, including bridges, toll roads, and tunnels, is a key factor in the ERC team’s qualifications. With over 30 tolled facilities in operation around the world, including the Dulles Greenway in Virginia, ERC has the following key personnel assigned

Similarly, the key personnel for maintenance are experienced, having managed the budgets and assignments of staff for everyday, long-term, and major capital maintenance of the ERC team’s tolled facilities. They are:

Key personnel Relevant Maintenance Experience

Wilfried Schroeder

⎯ Currently a member of the board of the Warnow Tunnel in Rostock Germany. Responsible for project development, site management, commissioning, and daily operations.

Johan Nilsson ⎯ An experienced construction manager and program director, has technical experience with toll road tunnel operations and maintenance

The resumes for the Key Personnel named above are included immediately following this section.

Key personnel

Relevant Operation Experience

Wilfried Schroeder

⎯ Currently a member of the board of the Warnow Tunnel in Rostock Germany. Responsible for project development, site management, commissioning, and operations.

Johan Nilsson ⎯ An experienced construction manager and program director, has technical experience with toll road tunnel operations and maintenance on the Autopista Central in Santiago, Chile.

Warnow Tunnel – Germany (Macquarie)

Resumes


AMANDO MADAN

A. Name and Title Amando Madan, Finance Director (Key Personnel)

B. Project role Finance Director

C. Name of firm with which associated


D. Years Experience With this firm With other firms In role as state in letter B

4 13 0

E. Education Educational Institution: Degree(s): Year: Specialization:

George Mason University BA 1992 Economics/Spanish

George Mason University MA 1994 Economics

Duke University MBA, Fuqua School of Business 2001 Finance

F. Active Registration Year first registered: Discipline: Location of Registration:

G. Certifications

H. Experience And Qualifications Relevant To The Proposed Project

Port Mann Highway 1 PPP Project, Financial Director (Vancouver, British Columbia): Led Skanska Infrastructure Development’s efforts to secure committed financing for the Port Mann toll road bid of $1.5+ billion in financing for a 23-mile highway, fully electronic tolling, full market risk toll road. State Highway 121, Financial Director (Texas): Led Skanska Infrastructure Development’s efforts to secure committed financing for the SH 121 toll road bid in Texas. This was a 50 year concession involving $2+ billion in financing for a 26-mile Greenfield, full traffic risk, free flow toll road. Trans Texas Corridor 35, Financial Director (Texas): Led Skanska Infrastructure Development’s efforts during the bidding of a proposal to plan, develop, design, construct, finance, maintain and operate a combination of rail, roadway, and utility facilities for the 800 mile corridor between Mexico and Oklahoma. Sanford C. Bernstein, Equity Research Associate (New York, NY): Conducted international wireless telecommunications research, including the creation and maintenance of company and industry models. Formulated investment opinions, wrote research reports and communicated opinions to the sales staff and institutional clients. Served as member of a specialty team covering international wireless communications companies. Conducted analysis of companies' financial statements and earnings releases; built detailed earnings and operating models to forecast profitability of European, US, Latin American and Asian wireless telecommunications companies. Formulated and presented to clients investment recommendations based on detailed valuation analysis including discounted cash flow, sum of the parts, and comparative methods. Wrote and edited company and industry specific research reports with stock recommendations for sales force and institutional investors based on rigorous quantitative modeling.


BILL H. ALLEN

A. Name and Title William H. Allen (Key Personnel)

B. Project role Design-Build Manager


Skanska USA Civil, Inc.


5 10 20


Pennsylvania State University B.S.C.E. 1970 Civil Engineering


Professional Engineer 1984 Civil Engineering Maryland

Professional Engineer 1984 Civil Engineering Delaware

Professional Engineer 1979 Civil Engineering New York

G. Certifications


WMATA Washington Channel Tunnel; Washington, D.C. - Project Engineer: Project Engineer for the 1000 ft., 3 element, double-shell steel tunnel connecting Washington, D.C. and Northern VA. The owner is Washington Metro Area Transit Authority. The tubes were fabricated, outfitted at Port Deposit, MD. Fort McHenry Tunnel; Baltimore, MD – Project Engineer and Manager, Construction Services: Project Engineer for the 5400 ft., twin double-shell steel binocular tunnel under the Baltimore Harbor. The owner was the Interstate Division Baltimore City (IDBC). The facility consisted of two parallel tunnels, each with two tubes and two lanes per tube for a total of 8 traffic lanes. The tunnel consisted of 32 elements (16 per side), and the parallel tunnels were immersed only 10 feet apart. The elements were fabricated at Port Deposit, MD, outfitted dockside in Baltimore and placed using a catamaran barge system. Served as Project Engineer and Manager of Design during construction. Second Downtown Tunnel; Norfolk to Portsmouth, VA – Project Engineer; Manager of Maintenance Oversight: Project Engineer for the 2510 ft., 8 element, double steel shell horseshoe tunnel under the Elizabeth River. The owner was the VDOT. The tubes were fabricated in Corpus Christi, TX, and shipped via barge, where they were outfitted dockside adjacent to the site. Subsequently served as the manager of Maintenance Oversight for the entire Downtown Tunnel Facility. Conducted annual condition surveys of the facility, evaluated preventive maintenance requirements, and certified the facility’s condition to the Bondholders. Elizabeth River Tunnel (Midtown Tunnel); Norfolk to Portsmouth, VA – Manager of Maintenance Oversight: As the manager of Maintenance Oversight for the Midtown Tunnel, conducted annual condition surveys of the facility, evaluated and scheduled preventive maintenance requirements, and certified the facility’s condition to the Bondholders. Hampton Roads Bridge-Tunnel; Norfolk to Hampton, VA – Manager of Maintenance Oversight: As the manager of Maintenance Oversight for the Hampton Roads Bridge-Tunnel, conducted annual condition surveys of the facility, evaluated and scheduled maintenance requirements; certified the facility’s condition to the Bondholders. Baltimore Harbor Tunnel Rehabilitation; Baltimore, MD – Project Manager: Project Manager for the rehabilitation of the double-steel shell binocular tube tunnel under the Baltimore Harbor. The Owner was the Maryland Transportation Authority. Internal vehicular clearance increased; system elements modernized. WMATA Green Line Extension, Prince Georges County, MD – Principal in Charge of Design: Principal in charge of the design of the WMATA Green Line Extension to Largo, MD. Employed longitudinal jet fan ventilation in the transit tunnel- one of the first projects to employ longitudinal ventilation in a transit tunnel in the U.S.


BILL E. DUVALL

A. Name and Title William E. DuVall, Program Director (Key Personnel)

B. Project role Construction Manager




3 35 35


US Military Academy B.S. 1969 Engineering

M I T M S C E 1976 Structural

Long Island University M B A 1979 General Business


1976 Professional Engineer Virginia

1984 Civil Engineer California

2003 Professional Engineer New York

G. Certifications


Alameda Corridor Design/Build Project, Los Angeles - Deputy Project Manager: Deputy Project Manager and Proposal Manager for this $700 million lump sum, design/build project. Beginning at the end of January, 1998 headed the five-month proposal effort to provide preliminary design, estimate the design and construction cost, write a technical and management proposal, and prepare a winning lump sum bid. A member of the contract negotiating team and appointed deputy PM upon award of contract. Project will place the freight railroad tracks from the Ports of Long Beach and Los Angeles to the rail yards east of Los Angeles. There will be 4 million cubic yards of excavation, 170,000,000 lbs of reinforcing steel, and 950,000 cubic yards of concrete. The staff will include 130 on-site design, engineering, management and administrative staff. Construction craft staff will include over 500 workers. Southwest Transit Project, Chicago - Construction Manager: Managed the CM joint venture team for construction of a 9-mile, seven station mass transit line from the Chicago Loop to Midway Airport in the southwest sector of the city. This five year, $451 million project was completed one year early and under budget. Thirty-eight separate construction and procurement contracts were awarded during the project's life. Directly managed the field inspection and technical support staff of 43. Brought the project to a successful completion, performed all start-up, testing, system commissioning and safety checks. Turned over the facilities, system power supply, signaling, and closed out the contracts. Restoration and Renovation of Union Station, Washington, DC - Senior Project Manager: Project Manager for the $65 million historic restoration of Union Station in Washington, D.C. Work included major structural modifications, new mezzanine levels, Metro subway connection, 120-shop mall, fully operating Amtrak station, 110,000 square feet of developed office space, restaurant and cafe construction, 30-booth food court, and 9-cinema theater complex. As Construction Management Project Manager, responsible for all jobsite inspection, design phase estimating and scheduling, constructability reviews, and project document review. Managed the field, staff, performed schedule review, progress payment validation, submittal coordination, and change order management. Coordinated construction with an adjacent 1,297-car parking garage and with the operation of the nation's third busiest rail passenger station. Implemented major scope-of-work change order to install a 2,600 foot long chilled water line with twin 20-inch insulated pipes. Bangkok Elevated Road and Train System, Bangkok - Project Manager: Manager for Design Review and Construction Assistance to the State Railway of Thailand on a $3 billion BOT /development contract to elevate 60 km of mixed passenger and freight trackage through Bangkok. On either side of the elevated structure an MRT Community Train system will be built, while over the top of the elevated structure a six-lane toll expressway is being constructed. Responsibilities included review of preliminary and final design for compliance with concept design and the Concession Agreement, schedule analysis and review, and field construction inspection.


BRUCE J. WILKERSON

A. Name and Title Bruce J. Wilkerson, Operations Supervisor (Key Personnel)

B. Project role Tunnel Rehabilitation Lead


Parsons Brinckerhoff


3 39 30



G. Certifications


Elizabeth River Tunnel and Midtown Tunnel Projects, Construction Manager (Norfolk, Virginia): Bruce presided over the field service construction management and inspection of the Elizabeth River Tunnel Second river crossing, rehabilitation contracts of the 1st Elizabeth River Tunnel crossing and the Midtown Tunnel, with projects ranging up to $80 million in value. In a 24-year construction career Bruce’s responsibilities covered the following: project administration, and field service inspection of demolition, road, bridge, buildings and tunnel projects. Bruce directed the efforts of contractors, consultants and staff in the emergency recovery of VDOT’s Midtown tunnel that was flooded during Hurricane Isabel in 2003. Bruce designed the light bracket used in the rehabilitation of VDOT’s 1st Downtown and Midtown tunnel lighting rehabilitation and developed the procedure and presided over the program to halt/control the intrusion of excessive groundwater into the Midtown Tunnel. Bruce initiated and presided over the re-evaluation of the Midtown Tunnel roadway deck rehabilitation, realizing a $245,000 savings and 20-calendar day reduction in contact time. Elizabeth River Tunnels and Monitor Merrimac Memorial Bridge Tunnel, Facility Manager (Hampton, Virginia): Bruce was responsible for the operations, maintenance, construction, financial and human resource programs for a 24/7 interstate/primary highway tunnel system and movable bridge facility. He directly managed a staff of 110 to 150 employees with an annual overhead budget of $7.4 million, and a restorative maintenance budget of up to $3 million annually. He also presided over and directed immediate, short and long term strategic plans for fiscal utilization, staffing, safety, security, training, environmental permits and hazmat conditions, asset maintenance, incident management and emergency operations related to facility traffic control needs and regional conditions. Hampton Roads Bridge Tunnel, Monitor Merrimac Memorial Bridge Tunnel, Elizabeth River Tunnels, and I-564 Tunnel, Assistant Resident Engineer (Hampton, Virginia): Bruce was responsible for the maintenance of these structures as well as several movable bridges, including the George P. Coleman Bridge, the Rte. 17 James River Bridge, and the Berkley Bridge. In the performance of these duties, Bruce directly managed a staff of 85 employees with an annual overhead budget of $6.8 million, and a restorative budget of up to $7.1 million annually. Hampton Roads District Bridge Tunnel Maintenance, Superintendent (Hampton Roads, Virginia): Bruce administered and managed the specialty maintenance programs and activities for all of the bridge tunnel crossings in the Hampton Roads District. He coordinated and presided over services, procurement and contracting (standard and specialty contracts), environmental permits, consultant services, bridge maintenance, pavement management, to include the coordination and response to land use permits.


CHRIS GUTHKELCH

A. Name and Title Chris Guthkelch (Key Personnel)

B. Project role Bid Director


Skanska Infrastructure Development Inc


2 37 9


UK Army Staff College Graduate 1983 Command / Staff

RAF Staff College Teaching Staff 1993-5 Command / Staff

Open University, UK MBA 1995 Business Administration


G. Certifications


2007 – 2008: Port Mann Bridge / Highway 1 PPP Project, Vancouver, BC, Canada, Bid Manager: 40-year DBFOM concession involving construction of second crossing over Fraser River, rehabilitation of existing bridge, upgrade of 37 km of urban highway with improvement to 17 intersections, 250 lane-km of widening and installation of electronic free-flow tolling. 2006-07: SH 121 DBFOM Project, North Dallas, Texas, USA, Bid Director: 50-year DBFOM concession, value in excess of $3 billion, involving 24-mile, 6-lane, electronic free-flow toll road through Comprehensive Development Agreement. 2005-06: M25 DBFO Project, London, UK, Bid Manager: 30-year DBFO project involving 63 miles of widening London’s orbital motorway at a cost of $2 billion and operation and maintenance of 400 km of motorway and numerous structures, including Queen Elizabeth II Bridge across River Thames. 2001-05: MOD C Vehicle Capability PFI Project, London, UK, Bid Director: 15-year project, value $1.2 billion, involving rationalization of the UK Ministry of Defence’s worldwide construction plant and mechanical handling equipment fleet. Won PFI Awards “Best Deal to Reach Financial Close”. 2000-01: BBC Property Outsourcing PPP Project, London, UK, Bid Manager: 30-year project, value $5 billion, involving rationalization of BBC’s London and Scotland properties. 1999-2000: Royal School of Military Engineering (RSME) PPP Project, Chatham, UK, Bid Manager: 30-year project, value $6 billion, involving rationalization of assets on 2 sites, new build, provision of professional services and facilities management for the UK’s premier military engineer training establishment.


CHRISTIAN INGERSLEV PE, C.ENG., F.I.C.E., EUR.ING.

A. Name and Title Christian Ingerslev, PE, C.Eng., F.I.C.E., Eur.Ing. (Key Personnel)

B. Project role Tunnel Designer




22 20 42


Trinity College (Cambridge, England) BA 1965 Mechanical Sciences

Trinity College (Cambridge, England) MA 1969 Structures


1987 Professional Engineering NY

1971 Chartered Engineer UK

G. Certifications


Tuas Bay Tunnel, Tunnel Designer (Singapore): Responsible for the preparation of specifications for an immersed utility tube, access tunnel at a power station, and for final review of the final design drawings. This cable tunnel of 12.7m width by 4.5m height was built to house 230 and 400 kV electrical power transmission cables running from Tuas Power Station to substations. The project consisted of 2100m of immersed tunnel, 1000m of cut-and-cover tunnel, two terminal buildings and appurtenant structures. Central Artery/Tunnel Project, Supervising Engineer (Boston, MA): Responsible for the design of cut-and-cover structures, depressed roadways, viaducts, bridges, and ancillary buildings on the South and East Boston sides of the Ted Williams immersed tunnel, including two major interchanges and 14.9 miles of roadways. Elements of the design included: preliminary design and checking of 100-scale concept submission for South and East Boston; study of the temporary Summer Street viaduct in South Boston, a two-, three-, and four-lane, 1,200- to 1,800-foot-long (360- to 550-meter-long) temporary structure with approaches; preparation of a proposal report, FHWA on the use of permanent tie-down anchors in lieu of using gravity slabs up to 24 ft thick to stabilize depressed highway sections subject to hydrostatic uplift; and type studies and preliminary design of tunnels, depressed roadways ("boat" sections), bridges over depressed roadways, viaducts, and buildings. Western Harbour Tunnel, Project Manager (Hong Kong): Christian was the project manager and team leader responsible for a feasibility study and preliminary, tender, and final designs of this immersed tunnel that crosses Hong Kong Harbour. The immersed tunnel is 0.9 miles (1.4 kilometers) long and has three vehicular lanes in each direction. Hampton Roads Third Crossing Immersed Tunnel, Tunnel Designer (Between Norfolk & Hampton, VA): Christian prepared the scope of work proposal for immersed tunnel consultancy services to VDOT. The project was put on hold by the Department. Also provided initial concept drawings to a contractor for a design-build road and rail immersed tunnel crossing in a variety of arrangements. City of Windsor Short Tunnels Study, Tunnel Designer (Canada): Christian reviewed the 2007 GreenLink report and prepared alignments, conceptual design and cost estimates for about 7 km of highway, one option with 2-lane mostly bored tunnels each about 6.4 km long portal to portal and another with six shorter cut-and-cover tunnels totaling 3.8 km. Green Island Link, Project Manager (Hong Kong): Project manager and tunnel team leader for a feasibility study and preliminary design of a proposed dual two- and three-lane, 2.2-mile-long (3.5-kilometer-long) immersed tunnel in the 82-ft-deep shipping channel into Hong Kong Harbor.


DAVID ANDERSON PE

A. Name and Title Dave Anderson, PE, Senior Design Engineer (Key Personnel)

B. Project role Tunnel Construction Manager


Kiewit Construction Company


32 0 10


Montana State University BS 1976 Civil Engineering


1980 Civil Engineer Montana

G. Certifications Registered Professional Engineer in the following states: Arizona, Registration No. 32523, Civil; District of Columbia, Reg. No. 9937, Civil; Maryland, Reg. No. 20014, Civil; Michigan, Reg. No. 44622, Civil; Missouri, Reg. No. E-29640, Civil; Montana, Reg. No. 4764, Civil; Nebraska, Reg. No. E-9940, Civil; Nevada, Reg. No. 13552, Civil; New Jersey, Reg. No. GE-42593, Civil; New York, Reg. No. 085256-1, Civil; Commonwealth of Virginia, Reg. No. 015106, Civil; Commonwealth of Virginia, Registration No. 015106, Naval Architecture and Marine Engineering.


Fort McHenry Tunnel, Design Engineer/Placing Engineer/Marine Superintendent (Baltimore, MD): Designed specialized barges and equipment for placing immersed tube tunnel sections. Developed procedures and methods for transporting, ballasting, positioning, placing and securing the tube tunnel sections. Directly supervised daily work operations involved in the placement of the tube tunnel sections. Similar to that of the proposed Midtown Tunnel Corridor Project, work on this Immersed Tube Tunnel contract involved the underwater placement of 32 steel-shelled concrete tubes to form two parallel, four lane tunnels, each 5,400 foot long, within a dredged trench in Baltimore Harbor. Campostella Bridge, Structures Engineer/Superintendent (Norfolk, VA): Responsibilities included civil engineering, structural analysis and structural designs for the construction of the high level bridge crossing and the demolition and removal of the existing bascule bridge span. Directly supervised crews who constructed the bridge substructure, erected the AASHTO girders and plate girder spans and performed the demolition of the existing bascule bridge and causeway. Served as the overall job manager for half of the project duration. Senior Design Engineer (Omaha, NE): Provide management and project level design and naval architecture services for heavy engineering and marine construction projects located in the United States and Canada. Responsibilities include design of facilities and equipment; development of construction means and methods; field inspection of facilities and equipment during construction/assembly; maintenance; inspection; and monitoring of operations. Services provided for projects most relevant to the proposed Midtown Tunnel Corridor Project include: Tacoma Narrows Bridge (Tacoma, WA) – mooring of large, concrete caissons for suspension bridge piers in deep, fast flowing waters; Deer Island Outfall Tunnel (MA) – fresh air ventilation of 9 mile outfall tunnel through offshore diffuser shafts to complete tunnel construction; Paper Mill Road Bridge (Baltimore, MD) – erection of 495 foot clear span steel arch bridge; Benicia & San Francisco/Oakland Bay Bridge – design, construction and operation of 2,000 ton capacity heavy lift vessel for footing placement; I-10 Emergency Repairs (FL) – design oversight for emergency repairs to the I-10 bridges after Hurricane Ivan; Rehabilitation of Lower Outer Roadways of the Queensboro Bridge, Assistant Project Manager (Queens, NY): Responsible for developing demolition and reconstruction procedures for the removal and replacement of the outer roadways on the large truss span bridge over the East River.


FREDERICK H. PARKINSON III PE, SE

A. Name and Title Frederick H. Parkinson, III, PE, SE – Assistant Vice President (Key Personnel)

B. Project role Design Manager




26 2 20


Stevens Institute of Technology BE 1981 Civil Engineering

Stevens Institute of Technology ME 1983 Civil Engineering


1985 Professional Engineer NY, VA, NC, FL, SC

1990 Structural Engineer IL

G. Certifications


VDOT Tunnel On-Call Contract, Principal in Charge (Statewide): Principal in Charge for this contract to perform maintenance engineering and inspection for all of the VDOT tunnels (including 6 immersed-tube tunnels in Hampton Roads District). Led the NFPA 502 investigations task. Midtown Tunnel Flooding, Principal in Charge (Norfolk, VA): Principal-in-Charge for this emergency assistance contract to help VDOT recover from the effects of the flood at the Midtown Tunnel following Hurricane Isabel. Work included inspection and evaluation of electrical, mechanical and structural systems damaged during the flood, as well as developing and monitoring a restoration schedule to return the tunnels to operation in the shortest possible time, while maintaining safety for the traveling public. Efforts also included evaluation and monitoring of tide gate tests at both the Midtown and Hampton Roads tunnels. Third Hampton Roads Crossing – Segments 1&2, Deputy Project Manager (Hampton Roads, VA): Deputy project manager for the concept study and final design of this $2.7 billion (construction) immersed tube tunnel project. Two tunnels are included; a second tube at the existing Monitor-Merrimac Memorial Bridge Tunnel across the lower James River, and a new twin-tube crossing of the Elizabeth River. Also included are 8 miles of trestle approaches and several interchanges. Downtown Tunnel Amphitheater and Marina Development, Project Manager (Portsmouth, VA): Project manager for this evaluation of the effects of constructing a new Performing Arts Center and Marina on top of the existing tubes of the Downtown Tunnel, which carries I-264 under the South Branch of the Elizabeth River. Tasks included plan and specification reviews, evaluating the effects of pile driving close to the tunnels, and determining how much additional overburden pressure the tubes could withstand, as well as developing specifications for a monitoring program during construction and performing tunnel inspections. CTA Flood Emergency, Project Manager (Chicago, IL): Project manager for the emergency inspection and evaluation of flood-affected portions of the CTA subway and elevated systems following the collapse of a freight tunnel under the Chicago River. Inspected and monitored the subways for structural damage on a 24-hour basis, and developed mitigation schemes to restore service quickly, developing and monitoring a soil testing program, surveying and monitoring the elevated structures in Chicago's Loop District. Calumet Tunnel and Reservoir Plan, Designer (Chicago, IL): Designed tunnel linings, drop shafts, galleries, and connecting shafts, including computer analysis of some special lining situations and field inspection. The project involves 6.7 miles of 30-foot- diameter and 5.5 miles of 15- and 10-foot-diameter hard rock tunnels at 250-foot depths; two 25- to 30-foot- diameter construction shafts; and 24 air shafts.


HENRY (HANK) J. KELLY

A. Name and Title Henry J. Kelly (Key Personnel)

B. Project role Construction Manager




30 3 6


Lehigh University BS 1975 Civil Engineering

George Washington Univ MEA (Eng Admin) 1978 Construction Management


1986 Civil Engineering Massachusetts

G. Certifications Registered Professional Engineer in Massachusetts, Registration No. 34450.


Fort McHenry Tunnel, Engineer (Baltimore, MD): Responsible for the initial planning and engineering of the screed barge, placing barge and locking backfill barge, and field engineering responsibilities for the mobilization and operation of the screed barge. Similar to that of the proposed Midtown Tunnel Corridor Project, work on the Immersed Tube Tunnel contract involved the underwater placement of 32 steel-shelled concrete tubes to form two parallel, four lane tunnels, each 5,400 foot long, within a dredged trench in Baltimore Harbor. The screeding operation involved the placement and “leveling” of a minimum 2 ft layer of gravel for the foundation of the tubes. The material was placed to a tolerance of 0.10 feet in water depths of up to 100 ft. Chief Estimator (Boston, MA): Responsible for managing the estimating of $1.2 billion of work annually on various projects throughout the northeastern United States. In 1996, received the company wide Peter Kiewit Award for “Excellence in Estimating”. Have estimated projects in virtually all areas in which Kiewit conducts business with the majority of the projects involving “heavy” construction work similar to that required by the Midtown Tunnel Corridor Project, including bridge work, tunnel rehab work and cut and cover tunnel construction. Interim Sludge Processing & Disposal Facility, Project Manager (Quincy, MA): Responsible for overall project management including safety, quality, environmental compliance, schedule, cost control and Owner relations. This project, part of the Boston Harbor Cleanup Project, ended the discharge of sludge into Boston Harbor. Construction of the facility included a multi-storied steel and precast structure; building foundations constructed from a series of cast-in-place pile caps and grade beams; concrete sludge storage tanks constructed above grade; a precast concrete stack structure; and, a multitude of processing equipment. Selleck Street Bridge Replacement, Job Superintendent (Stamford, CT): Responsible for overall project management including safety, quality, environmental compliance, schedule, cost control and Owner relations. This wooden deck structure was built over public commuter railroad tracks and under overhead high voltage transmission lines, making this a high risk project. Coordination with major utility companies and the Department of Transportation was critical to the project’s success. Project included abutment widening, removal of existing superstructure and installation of new superstructure, while maintaining existing train operations. Central Square Subway Station Rehabilitation, Project Manager (Cambridge, MA): Responsible for overall project management including safety, quality, environmental compliance, schedule, cost control and Owner relations. The scope of this contract involved extending and rehabilitating an existing, underground station that was built in the early 1900’s. The work included utility relocations, cut-and-cover excavation and heavy concrete work, all under various and difficult traffic maintenance schemes in a congested, urban environment.


JACK LILES

A. Name and Title Jack Liles, Project Manager I (Key Personnel)

B. Project role Approach Manager


Skanska


30 0 22



G. Certifications Crisis Management/Media Relations, Root Cause Analysis, OSHA 10 Hour, First Aid/CPR Class, Finance for Non-Financial Managers


I-95 Bridge over the Turtle River (GADOT, $200M), Project Manager (Brunswick, GA): Work involves widening nearly 6 miles of the I-95 corridor from four lanes to six, including four sets of twin I-95 bridges. Access to the Turtle River bridges, which are nearly 3,500 feet long, require barge-mounted construction equipment as well as temporary trestles. The bridge foundations comprise more than 400 drilled shafts up to 60 inches in diameter. The scope of work also includes overpass construction over active railroads. Responsibilities also include grading, drainage, asphalt and concrete paving, traffic control, sound walls, and retaining walls, as well as installation of infrastructure for new intelligent transportation system. Norfolk Cruise Terminal - Phase I (City of Norfolk, $7M), Project Superintendent (Norfolk, VA): Work involved construction of a pile-supported pier structure to support the first floor of the new Norfolk Cruise Terminal. Work included construction of breasting dolphins, a dock bridge/pier, a fender system, and other miscellaneous heavy waterfront-related construction. The effort included large piling, cast-in-place concrete, and utilities. Skanska installed 35,749 linear feet of 20” and 24” prestressed precast piling, 4,467 cubic yards of cast-in-place concrete within marine platform suspended over water, electrical and mechanical systems, and paving. Cooper River Bridge (SCDOT, $531M), Assistant Project Manager (Charleston, SC): Work involved assisting the project manager in the management of this design-build project to construct a 2.5-mile bridge over the Cooper River from I-26 on the Charleston side of the river to Coleman Boulevard in Mount Pleasant. The scope of work also included two major interchanges in an urban environment with businesses and residences. The new bridge is eight lanes wide with a 12-foot-wide bicycle/pedestrian lane. The superstructure girders are steel with a precast concrete deck. The unique diamond-shaped towers of the bridge are 570 feet high. They are founded on 22 drilled shafts, each 10 feet in diameter and drilled as deep as 230 feet.


JOHAN NILSSON

A. Name and Title Johan Nilsson (Key Personnel)

B. Project role Operations and Maintenance Expertise


Skanska ID


18 2


Lund University M.Sc. 1988 Civil Engineering


G. Certifications


Autopista Central, Technical Director (Santiago de Chile, Chile): Served as Skanska Representative and Technical Director. The project included the construction and upgrading of 100 mile urban highway in central Santiago. The concession project includes construction, full open road tolling, operation and maintenance. The total Concession period is 30 years. Related to tunnel operations the project included 2 tunnels 0.5 miles each, 2.2 miles of fully and semi-covered sections and 2 miles of open trench sections. Responsible for implementation, design, construction, maintenance and safety for the overall project including the tunnels. Strategic Sewage Disposal Scheme, Project Director (Hong Kong, China): Project Manager for tunnels and shafts construction contract with the government of Hong Kong. The project was comprised of three deep shafts and two tunnels and included a TBM drive of a five-mile long tunnel in extremely difficult rock conditions. Overall responsibility for the million contract. Öresund Bridge Project, Construction Manager (Sweden and Denmark): Construction Manager for the $750 million Öresund Bridge, part of a coast-to-coast link between Sweden and Denmark. The bridge is 13 miles long. It consists of a high bridge with a stayed cable, 1700 ft central span, and two approach bridges with 51 sections of 450 ft long spans. The bridge has an upper 4-lane motorway deck and a lower double-track railway deck. Responsible for all offshore works including: dredging works, underwater concrete works, offshore concrete works on the approach bridges and offshore temporary facilities. Urrá I Multipurpose Project, Construction Manager (Colombia, South America): Served as Construction Manager for $320 million construction contract with the Colombian Government. The project consisted of two dams, several large tunnels, a 340 MW power station and a spillway. Responsible for the construction of the power house and Spillway Tunnels. La Fortuna Dam Raising Project (Panama, Central America): As Planning and Design Engineer, tasked with the $75 million contract that included raising an existing dam and the construction of new spillway and diversion tunnels. Cost plus incentive contract with Panamanian Government. Responsible for planning, cost control and design.


LARRY GLOVER

A. Name and Title Larry Glover, Quality Control Director (Key Personnel)

B. Project role Quality Manager


Skanska


1 32 15


University of Tennessee BS Business Administration


G. Certifications ANSI Level III Civil Certification, CQMC Quality Control Manager Certification, CTQP Quality Control Manager Certification, OSHA 30 Hour Training

H. Experience And Qualifications Relevant To The Proposed Project Mr. Glover has 33 years of experience in quality control engineering and 15 years of experience in quality assurance/quality control management on projects for the US Army Corps of Engineers in the United States, Iraq and Kuwait and on large building and civil projects in California and the Southeast United States. His responsibilities have included the preparation and implementation of quality plans and procedures for construction. Corporate Quality Assurance Director, Skanska USA Civil Southeast Inc.: Responsible for writing, implementing, auditing and managing all quality control programs for Skanska USA Civil Southeast Inc projects. The corporate programs are based on ISO 9001:2000 standards and are modified to meet the individual requirements of each project. Responsibilities include managing and auditing of Skanska quality control programs and reporting directly to project executives on their status. (2007-Present) Corporate Quality Control Manager, Odebrecht Construction: Managed quality control programs for the $1.1 billion North Terminal Development Consolidation Program and the $700 million South Terminal Program at Miami International Airport, and the $400 million Carnival Performing Arts Center in Miami, Florida. Served as corporate quality control manager for US Army Corps of Engineers indefinite delivery/indefinite quantity (IDIQ) projects in Iraq and Kuwait and on the $350 million US Army Corps of Engineers Seven Oaks Dam Project in California. (1994-2007) Field Quality Control Engineer/Inspector, Various Employers: Provided field quality control engineering and inspection on large civil engineering projects throughout the United States. (1974-1994) ⎯ Served as quality control manager for Fluor-Daniel on the $1.7 billion Bath County Pumped Storage Project in

Virginia. ⎯ Worked as quality control field engineer with R. W. Beck and Associates on three hydroelectric dam projects in

Alaska and Washington and on irrigation projects in Arizona. ⎯ Served as chief inspector for Perini Construction on the $100 million Jamestown Post Tensioned Segmental Bridge

in Rhode Island. ⎯ Engaged as civil field engineer/inspector on the Spectacle Island Restoration for Parsons Brinkerhoff on the $5

billion Central Artery Project in Boston, Massachusetts.


PETER F. DONAHUE PE

A. Name and Title Peter F. Donahue, PE – Vice President (Key Personnel)

B. Project role Design Quality Assurance / Quality Control




21 16 30


New Hampshire College MBA 1987 Management

Roger Williams College BS 1971 Architectural Engineering


1977 Professional Engineer ME

1978 Professional Engineer NH

1979 Professional Engineer MA

G. Certifications


Port of Miami Tunnel and Access Roadway Improvement Project, Deputy Project Manager (Miami, FL): Peter’s Specific responsibilities include managing the development of the technical specifications and conceptual design of the work and coordination of contractual documentation for the alternative procurement process. The project involves two, 42-foot diameter bored tunnels under Biscayne Bay connecting Interstate Route I-395 to the Port of Miami. Other elements of work include utility relocations, widening of existing bridges over Biscayne Bay, new depressed roadways and realignment of existing roadways along with support facilities for the operation and maintenance of the new roadway network. The project will reduce congestion on downtown streets, improve access to port facilities and improve air quality. The project is being procured on a concessionaire model with the successful bidder providing financing, design, construction, operation and maintenance services. The project is expected to be designed and constructed in five years and the anticipated concession period following completion of construction is 30 years. Central Artery/Tunnel Project, Design Manager and joint venture Deputy Program Manager for PB (Boston, MA): Peter’s responsibilities included managing a team of engineers, planners, and architects encompassing all design disciplines on this multi-billion dollar undertaking, final design management of all design, geotechnical, and hazardous material remediation work, technical resolution of field issues, traffic maintenance during construction, and material disposal management. In an earlier assignment on this project, as Area Design Manager he was responsible for the management and administration of 10 final design contracts for work in South Boston, East Boston, and the harbor crossing in conjunction with the I-90 extension to Logan. This work involved utility design and relocation, surface street renovation and restoration, cut-and-cover tunnel, immersed tube tunnel, and open boat sections and viaducts along with miscellaneous support facilities, such as ventilation buildings, electrical substations, toll facilities, maintenance buildings, and an operations and control complex. for the replacement of a congested 6-lane viaduct with a widened 8- to 10-lane underground expressway through the heart of Boston and construction of a new four lane immersed tube tunnel under Boston Harbor and a 3.9 mile extension of the Massachusetts Turnpike (I-90) through South Boston to Logan Airport.


PIERRE MORDACQ

A. Name and Title Pierre Mordacq, Vice President (Key Personnel)

B. Project role Key Personnel - Finance


Macquarie Capital (USA) Inc.


1 7 8


Institut d’Etudes Politiques de Paris B. Economics 1997 Economics/Finance

Columbia Business School MBA 2006 Business Administration/Finance


G. Certifications


Pennsylvania Turnpike, Led Due Diligence (Pennsylvania): Led Macquarie’s due diligence for a $8.15 billion shared bid to finance, operate and maintain the Pennsylvania Turnpike. Includes assessment of traffic revenues for sponsors and lenders and operational improvements and risks. Responsible for the negotiation of concession agreement pertaining to tolling regime, environmental risk and transfer of personnel. Involved in discussions with rating agencies and lenders on securing debt underwriting at bid stage. Istrian Motorway, Led Financing (Croatia): Project to design, finance, build, operate and maintain the Istrian Motorway. As with the Downtown Tunnel/Midtown Tunnel/MLK Extension, this project involved a Greenfield component (construction of a 41 mile motorway) and Brownfield component (takeover of a mountain tunnel). Responsibility involved negotiation of the Concession Agreement pertaining to financial compensation to the Concessionaire and profit sharing with the Grantor, restructuring of the financing following introduction of a new tolling regime. Was responsible for the financial model in the first phase of the Project (1998), including the Base Case on which the project was closed. Costanera Norte, Santiago de Chile (Chile): As with the Downtown Tunnel/Midtown Tunnel/MLK Extension this project included high volume urban facilities, with a mix of Greenfield and Brownfield assets. Involved in securing lenders financing commitment to the Project and in structuring a wrapped US 144 bond issue under a PPP structure with transfer of full traffic risk to the Concessionnaire.


RICHARD P. PALMER

A. Name and Title Richard P. Palmer, Mid Atlantic Area Manager (Key Personnel)

B. Project role Marine Manager


Weeks Marine, Inc.


16 4 5


Texas A&M University MS 1988 Civil Engineering

Cornell University BS 1985 Agricultural Engineering


G. Certifications OSHA 30, EIT


Mid-Atlantic Area Manager (Portsmouth, VA): Responsible for the daily operation of Weeks Marine’s Construction Division office and yards in Hampton Roads, VA, with a staff and workforce of over 100 people. WMI’s Mid Atlantic office estimates, bids and executes work ranging from single day Heavy lifts to multi-year, $100 MM marine construction projects, with a full complement of marine equipment; Crane barges, tugboats, dredges and deck barges. WMI yards self perform the majority of equipment fabrication, mobilization and maintenance required to support local projects. APM Terminals Wharf Project, Project Manager (Portsmouth, VA): Responsible for the construction of a $100 MM Wharf for a new world-class marine container terminal in Portsmouth, VA. Responsible for the overall supervision and coordination of a 150 member workforce and 15 subcontractors to construct a 3100’ long CIP concrete wharf supported on more than 1200 36” and 54” diameter concrete cylinder piles. A 3750 lf HZ / AZ Sheetpile Combiwall bulkhead was also installed with a concrete encasement, along with over 5000 lf of sheetpile retaining and tie-back anchor walls. The project won The Pile Driving Contractors Association’s 2008 Project of the Year Award. Petrozuata VEHOP Marine Facilities, Project Engineer/Procurement Manager (Jóse, Venezuela): Responsible for all site office and field engineering for the design, procurement and construction of a $60 MM, 2000 meter long marine jetty and loading platform supported on 54” dia. concrete cylinder piles, and an adjoining heavy load capacity, roll-on/roll-off barge dock founded on 36” dia. concrete cylinder piles. Directly responsible for the procurement of all nationally produced permanent materials, including precast/prestressed concrete elements, steel pipe piles and structural steel. Managed jobsite field and office engineering staff and independent inspectors at the manufacturing facilities. SINCOR Marine Facilities, Project Engineer/Subcontracting and Procurement Manager (Jóse, Venezuela): Responsible for all site office and field engineering, as well as subcontract administration/coordination, procurement of all nationally produced permanent materials and project planning and control for the $20.0 MM marine civil works of a Petroleum Coke and Liquid Sulfur Export facility. Coastal Aruba Refinery Reef Berth Rehabilitation, Assistant Project Manager/Project Engineer (San Nicolas, Aruba): Responsible for all field engineering, subcontractor coordination, project scheduling and quality assurance / control for a $9.1 MM rehabilitation and upgrading of two open water reef berths at a petroleum terminal in Aruba.


TONY BOZZI

A. Name and Title Tony Bozzi, Safety Supervisor II (Key Personnel)

B. Project role Safety Manager


Skanska


16 0 16


Community College of Rhode Island AS Applied Science & Technical Studies


G. Certifications OSHA 10 Hour, OSHA 500 Trainer, Certified Crane Operators (written exam only), Root Cause Analysis, Fall Protection, Respiratory Protection, Rigging, Scaffolding Standard Training, Identifying Hazardous Materials, ISO 14001 General/Auditor/Trainer, Erosion & Sediment Control Certification, Management Basics, First Aid/CPR Certification


Virginia Department of Transportation, Route 1 Interchange: Project Safety/Environmental Manager - Responsible for compliance of the jobsite with Federal (OSHA, USCG), State (OSHA), local, and company safety and environmental standards for a $147M project. Regularly interfaces with the owner, including conducting joint safety audits with VDOT and the general engineering consultant. Coordinates the safety team and conducts weekly safety planning workshops in accordance with the Skanska Safety Management System. Handles workers’ compensation (Virginia) and other insurance claims. Establishes emergency response procedures and coordinates medical case management. (5/06 – Present) North Carolina Department of Transportation, I-485 Outer Loop: Project Safety/Environmental Manager - Responsible for compliance of the jobsite with Federal (OSHA), State (OSHA), local, and company safety and environmental standards for a $94M project. Handled workers’ compensation (North Carolina) and other insurance claims. Established emergency response procedures and coordinated medical case management. (4/04 – 5/06) South Carolina Department of Transportation, Cooper River Bridge: Project Safety/Environmental Manager - Responsible for compliance of the jobsite with Federal (OSHA, USCG), State (OSHA), local, and company safety and environmental standards for a $540M project. Handled workers’ compensation (USL&H, South Carolina, Jones Act) and other insurance claims. Established emergency response procedures and coordinated medical case management. Managed five safety/environment personnel. (10/01 – 4/04) Maryland State Highway Administration, Woodrow Wilson Bridge: Project Safety/Environmental Manager - Responsible for compliance of the jobsite with Federal (OSHA, USCG), State (OSHA Maryland and Virginia), local, and company safety and environmental standards for a $138M project. Handled workers’ compensation (USL&H, Maryland, Virginia, Jones Act) and other insurance claims. Established emergency response procedures and coordinated medical case management. (5/01 – 10/01)


WADE WATSON

A. Name and Title Wade Watson, Vice President of Operations (Key Personnel)

B. Project role Project Director of Construction Joint Venture


Skanska USA Civil


29 0 15


Clemson University BS 1978 Civil Engineering


G. Certifications Negotiation and Decision Making, Finance for Non-Financial Managers, Tight Job Control, Leadership/Management Training, Better Communicator, Thinking Outside the Box


Cooper River Bridge (SCDOT, $531M), Project Manager (Charleston, SC): As project manager, managed this design-build project to construct an eight-lane cable-stayed bridge over the Cooper River. The main span is the longest span in North and South America and the single largest transportation infrastructure project in South Carolina history. Under the direction of Mr. Watson, this landmark bridge was completed on schedule and on budget while taking into account the project’s sensitive environmental and historical context. The bridge was constructed adhering to the most stringent seismic standards and will be able to withstand harsh hurricanes that are frequent in the area. In keeping with Skanska’s care for the environment, heavy construction equipment was moved through the saltwater marshes on a temporary elevated structure. Through his leadership, the disruption to the surrounding communities was minimized by complete and effective communication with Federal, State, and local municipal governments. Widening of HOV Lanes (VDOT, $52M), General Manager of Joint Venture (Norfolk, VA): As general manager of the joint venture, managed this project to widen and repair 3.3 miles of interstate including nine separate bridge widenings for one of the most heavily traveled interstates in Virginia. The project widened I-264 over eight bridges, including replacement of an existing pedestrian bridge over the interstate and the addition of an 11’ shoulder and 13’ high occupancy vehicle (HOV) lane. The scope of work also included the installation of land- and bridge-mounted soundwalls, under-bridge and highway lighting, overhead sign structure and drainage structures. Due to limited access, a temporary trestle was built to support the crawler crane used to drive the 24” concrete piles. One bridge was constructed over an operating Norfolk & Southern railway. Drydock #12 Extension Project (Newport News Shipbuilding & Drydock, $25M), General Manager of a Joint Venture (Newport News, VA): As general manager of this design-build joint venture, managed this project to construct a 575'-long, 260'-wide, 45'-deep extension of an existing drydock, including driving 179 66” concrete piles. George P. Coleman Bridge Replacement (VDOT, $80M), Project Manager (Norfolk, VA): As project manager, managed off-site construction of spans for this replacement project. The project included a floating bridge replacement of six segments of the bridge. Six 77-foot-wide bridge spans were prefabricated 30 miles downstream and transported to the job site on barges for installation. During a 12-day scheduled bridge closure, the existing bridge was lifted and removed by barges utilizing an elaborate pumping system, and then existing spans were replaced with the new spans. The bridge was open to the public three days ahead of schedule. The project received six construction/design awards and was featured on the cover of the July 8, 1996 issue of Engineering News-Record.


WILFRIED SCHROEDER

A. Name and Title Wilfried Schroeder, Managing Director (Key Personnel)

B. Project role Managing Director


Macquarie Capital Advisors


5 35 22


Techn.University: Saarbrücken,Germany MSc 1966 Electrical Engineering


G. Certifications


Warnowtunnel , Rostock, Germany ( 2003 – to date ): Project development, site management, commissioning supervision, Member of the Board of the tunnel operating company WQG. Railway Electrification, Kazachstan (2006 – to date ): Project development , feasibility study Deepwater Container Terminal Gdansk, Poland ( 2005 – 2007 ): Site management , Lenders Engineer , commissioning supervision, risk management analysis and mitigation strategies Lahmeyer Int. Consulting Company Frankfurt, Germany: Managing Director , responsibility for energy infrastructure projects in 18 countries ALSTOM SA Paris, France ( 1998 – 2003 ): Member of the Board ,responsibility for affiliated companies in Pittsburgh , USA, Burlington, Canada, China, Western Europe, Brazil Siemens AG Erlangen, Germany (1968 – 1988): Different Management positions in the power generation industries

.5 Tunnel Construction,Maintenance and Operations


SECTION

10.4.1

10.4.1.5. TUNNEL CONSTRUCTION, MAINTENANCE AND OPERATIONS

The ERC team represents a collection of leading firms experienced in the design, construction, operation and maintenance of tunnels for transportation. While tunnel projects are generally considered higher-risk endeavors, the members of ERC consider tunnels part of their core competence and have demonstrated the expertise and experience to effectively manage risks and deliver successful projects for their clients.

Tunnel Design Parsons Brinkerhoff (PB) is one of the leading if not the foremost immersed tube tunnel design firm in the world. With over 100 years of experience, PB can draw on vast knowledge including extensive experience working with VDOT in the Hampton Roads area.

PB’s experience as a designer immersed tube tunnels includes:

The Midtown Tunnel (design and retrofit) The Downtown Elizabeth River Tunnels The Hampton Roads Bridge Tunnels The Ted Williams Tunnel in Boston The Fort Point Channel Tunnel in Boston The Fort McHenry Tunnel in Baltimore.

In addition, PB is working on its second contract with VDOT for on-call engineering services for10 tunnels located in Hampton Roads and Bland County. It completed an Emergency Assessment for Midtown Tunnel following Hurricane Isabel.

PB is also working with COWI for aspects of tunnel design. COWI is leading some of the largest infrastructure projects in the world. The COWI group of companies has offices in 35 countries, and project offices in all countries in which projects are undertaken.

COWI’s experience in tunnel design includes:

Söderström Tunnel in Stockholm, Sweden Preveza Tunnel in Greece Busan Immersed Tunnel, in Busan, Korea.

Transdyn will play a key role on the design team as systems integrator for the tunnel and ITS equipment. Information regarding Transdyn’s experience is found under Tunnel Construction on the following pages.

Fort McHenry Tunnel – Maryland (Skanska)


SECTION

10.4.1

Key Personnel for the Tunnel Design include:

Fred Parkinson Christian Ingerslev Michael Tonneson Peter Donahue.

Tunnel Construction The Construction Joint Venture which will manage the design and construction of the Project is comprised of Skanska USA Civil Southeast, Kiewit Construction Company and Weeks Marine. Combined, this group has constructed nearly 52,000 linear feet of immersed tube tunnels in the US including 18,500 linear feet in the Tidewater area.

Skanska’s immersed tube tunnel construction experience includes:

The Second Hampton Roads Tunnel (lead contractor)

The Chesapeake Bay Bridge Tunnel (lead contractor)

The Fort McHenry Tunnel in Baltimore The San Francisco Trans Bay Tube The Bjorvika Tunnel The Alvsborg Tunnel.

Kiewit’s tunnel construction experience includes;

The Bay Area Rapid Transit Trans Bay Tube (lead contractor); The Fort McHenry Tunnel in Baltimore (lead contractor); and 63rd Street Tube and Tunnel (lead contractor).

Weeks Marine’s tunnel construction experience includes the 63rd Street Tube and Tunnel in New York. The Fort McHenry project was awarded to the joint venture of Kiewit and Skanska with Parsons Brinckerhoff serving as lead engineer. At the time, the contract was the largest ever awarded for the Interstate Highway Program. The project involved building an 8,800 foot, eight-lane twin tube crossing beneath the Baltimore Harbor. A total of 32 steel shelled concrete tunnel elements were fabricated and

outfitted, utilizing more than 360,000 cubic yards of concrete to ballast and fit out the interior. After the harbor bottom had been prepared by dredging and screeding, the tubes were floated into proper alignment and lowered into position in the dredge trench. Other major items of work included a 76-cell containment site for the 3.5 million cubic yards of dredged material;

Bjorvika Tunnel (Skanska)

Fort McHenry Tunnel (Kiewit)


SECTION

10.4.1

relocation of a 48-in water main in the middle of the harbor; and restoration of a berth demolished for tunnel construction.

The Construction Joint Venture team also includes Transdyn as the systems integrator. Transdyn’s core competency is taking a diverse set of technologies and blending them into a fully integrated system. Their 33 year heritage as a leading systems integrator includes building some of the world’s largest and most complex control and information management systems. Transdyn’s experience includes working with government transportation agencies, such as VDOT, Ohio DOT, Maryland Transportation Authority, the Port Authority of New York and New Jersey, PennDOT, and New York Metro Transportation Agency.

Transdyn’s specific tunnel experience includes:

The Baltimore Harbor and Ft. McHenry Tunnels Intelligent Transportation System in Baltimore;

The Lincoln and Holland Tunnels Intelligent Transportation System in New York City; Advanced Traffic Management Incident Detect/ Evaluate/Act System (ATM IDEAS) for

the MTA Bridges and Tunnels in New York City. Transdyn completed the Baltimore Harbor Tunnel and Fort McHenry Tunnel Intelligent Transportation System for the Maryland Transportation Authority (MTA). Located at the MTA Operations Center, the system combines the various and differing legacy subsystems at these facilities into a common central platform that provides an integrated operator interface for managing each tunnel. Each facility is networked to allow inter-site communications, redundant operational capability, and the sharing of data both within the Authority and with other agencies in the area.

Together, the design and construction team brings a wealth of experience and local knowledge to this Project. Furthermore, the the team has extensive experience working together on similar projects. For example, Skanska, Kiewit, and PB worked together on the nearby Hampton Roads Bridge Tunnel and the Fort McHenry Tunnel in Baltimore. Skanska, Kiewit, Weeks and PB joined together on the 63rd St Tunnel in New York City. Please refer to Section 10.4.1.3 for a full discussion of the prior working relationships among ERC team members.

Key Personnel for tunnel construction include:

Wade Watson Bill Allen Hank Kelly Dave Anderson Rick Palmer Jack Liles Tony Bozzi Larry Glover.


SECTION

10.4.1

Tunnel Operations and Maintenance Both Macquarie and Skanska ID have experience in the operations and maintenance of transportation tunnels. Both firms are among the world leaders in developing public-private partnership projects that include tunnels and managing the risks effectively over the long term.

Macquarie’s tunnel operations and maintenance experience includes:

Detroit Windsor Tunnel; Warnow Tunnel, Rostock, Germany; The Soojungsan Tunnel, South Korea; The Seoul-Chucheon Tunnel, South Korea; The Seoul-Chucheon Expressway, South Korea; and The Yongin-Seoul Expressway, South Korea.

Macquarie, through the Macquarie Global Infrastructure Fund, owned the concession for the Detroit Windsor Tunnel, which connects Detroit, Michigan with Windsor, Ontario, from 2001 to 2006. The Detroit Windsor Tunnel was opened to traffic in 1930.

The Detroit Windsor Tunnel is a 1 mile long, two lane tunnel. When Macquarie took over control of the existing facility in 2001, the most critical operations and maintenance issue was the ventilation systems – as they were the 1930 originals.

Macquarie managed the $20 million replacement of the ventilation systems in 2002. The new ventilation systems can be operated much more efficiently than the previous system. It allows system activity to be matched to the volume of traffic in the tunnel. Macquarie also oversaw the implementation of an electrical-mechanical system upgrade in 2004. The new systems meet or exceed all standards in air flow and fire suppression.

Macquarie, through the Macquarie Infrastructure Group, owns, designed, constructed and now operates and maintains the Warnow Tunnel in Rostock, Germany. The project consists of a 3 mile long toll road with a half mile long, immersed tube tunnel with two lanes in each direction (with a full wall divider). It was opened to traffic in 2003.

Sophisticated traffic communications tools in place to notify customers of potential hazards or delays in the Tunnel, including the following elements:

a fully automatic traffic management system capable of traffic congestion detection and pollution monitoring;

10 emergency niches inside and 4 emergency call points outside the Tunnel; a fire detection system with sensor distance of 8 meters; a loudspeaker system at each emergency niche; comprehensive video surveillance;



SECTION

10.4.1

A SCADA System—System Control and Data Acquisition—with more than 8,000 data points;

24-hour, on-call technical service; and 24-hour monitoring by control center operators.

The Automobile Club of Germany has awarded a “Very Safe” level of safety to the Warnow Tunnel.

Skanska ID operates tunnels as part of public-private partnership projects for the E39 Motorway in Norway and the E18 Motorway in Finland. The E39 Motorway includes seven separate tunnels (ranging in length from 500 feet to 2.3 miles), totalling nearly 6.5 miles. These tunnels are mostly rock tunnels, however many of the same operations and maintenance principles apply. Similarly, the E18 Motorway includes seven tunnels with a combined length of 3.2 miles. The roadway and tunnels are equipped with modern electronic traffic control system that collects information about traffic and road conditions and enables accurate traffic announcements, traffic control and safe and efficient management of potential problems. The Autopista Central employs similar control systems for its two 0.5 mile tunnels in an urban highway setting.

Key Personnel for the Tunnel Operations and Maintenance include:

Johan Nilsson Wilfried Schroeder

The Work History Forms documenting tunnel design, construction and operations experience immediately follow this section.

The resumes of Key Personnel listed also follow this section or Section 10.4.1.4 for those Key Personnel previously listed. E39 Highway – Norway (Skanska)

Attachments

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE D1-1

10.4.1.5 ATTACHMENT D1 TUNNEL EXPERIENCE – DESIGN WORK HISTORY FORM 2

F. Estimated Value (in Thousands) A. Project Name & Location

B. Project Owner’s Name & Address, Project Manager’s Name, Phone & Fax Number

C. Nature of Firm’s Responsibilities D. Contract Completion Date (Original)

E. Contract Completion Date (Actual or Estimated)

Original Contract Value

Final or Estimated Contract Value

Dollar Value of Work for Which Firm Was/Is Responsible

Liquidated Damages/ Defaults

(1) Parsons Brinckerhoff Midtown Tunnel Norfolk to Portsmouth, VA

Virginia Department of Transportation 1401 E. Broad Street Richmond, VA 23219 Mr. Ken Walus P: (804) 786-2988 / F: (804) 786-4575

Built to alleviate rush hour traffic congestion, PB was responsible for the design of the first Midtown Tunnel - which provided an additional vehicular crossing 2 miles north of the first Downtown tunnel in the main channel of the Elizabeth River.

1962 1962 $23,000 $23,000 $23,000 None

(2) Parsons Brinckerhoff Downtown Elizabeth River Tunnels 1 & 2 Norfolk to Portsmouth, VA


PB provided design and engineering services during construction for the development of both the 1st and 2nd Downtown Elizabeth River Tunnels. The 2nd tunnel is located 200 ft. south of the first, which was opened to traffic in 1952. As part of the 2nd tunnel design, PB designed the retrofit of the 1st. The rehabilitated tunnel was converted to one-way operation and now carries westbound traffic while the new 2nd Downtown Tunnel carries eastbound traffic. The project consisted of a new two-lane eastbound roadway, a reconstructed Portsmouth Interchange with access to local streets, a new two-lane tunnel under the southern branch of the Elizabeth River, and an interchange with I-464 with connections to local streets in Berkley. The tunnel portion of this crossing consists of eight immersed steel tube sections varying in length from 282 to 332 ft.

1952 / 1989 1952 / 1989 $10,776 / $300,000 $11,605 / $300,000

$11,605 / $9,715 (fee)

None

(3) Parsons Brinckerhoff – Midtown Tunnel Retrofit Norfolk to Portsmouth, VA


PB prepared preliminary and final plans as well as cost estimates for the rehabilitation of the tunnel systems and roadway slab, and for the replacement of the emergency vehicle garage. The tunnel's electrical system was renovated with replacement of existing PCB transformers with ventilated dry types. Tunnel lighting, circuit breaker trips, and traffic signals were also upgraded or replaced. In addition, communication systems were incorporated into the tunnel. The new communications capabilities include linkups between the municipalities of Portsmouth and Norfolk, Virginia, the police and fire departments, state police and VDOT.

1989 1989 $34,400 $34,400 $413 (fee) None










(4) Parsons Brinckerhoff Hampton Roads Bridge Tunnels (HRBT) 1 & 2 Norfolk to Hampton, VA


PB provided full planning, design and construction services for the original HRBT which opened to traffic in 1957. It included 1,925 ft. of open approaches on the two enlarged portal islands and a 7,307-foot immersed tunnel beneath Hampton Roads Channel. PB provided design and construction inspection services for a parallel second crossing to meet traffic demands. The second tunnel is composed of 21 precast sections averaging 350 ft. in length.

1957 / 1976 1957 / 1976 $55 / $127,000 $55 / $127,000 $52 (fee) / $120 (fee) None

(5) Parsons Brinckerhoff Ted Williams Tunnel Boston, MA

Massachusetts Turnpike Authority 10 Park Plaza Boston MA 02116 Mr. Jack Wright (current contact) P: (617) 248-2800 Mr. Michael P. Lewis (original contact) Now at Rhode Island DOT P: (401) 222-2481

PB, in joint venture, served as design and management consultant for Boston's Central Artery project, initiated in 1986. The joint venture performed preliminary design, final design management, construction management, and acquired environmental permits for the .75-mile underwater segment of the 1.6-mile Ted Williams Tunnel.

1995 1995 $275,000 $275,000 $124,000 None

(6) Parsons Brinckerhoff Fort Point Channel Tunnel Boston, MA

Massachusetts Turnpike Authority 10 Park Plaza Boston MA 02116 Mr. Jack Wright (current contact) P: (617) 248-2800 Mr. Michael P. Lewis (original contact) Now at Rhode Island DOT P: (401) 222-2481

PB, in joint venture, managed the final design and construction of the Fort Point Channel tunnel, which carries eleven lanes of main line I-90 from South Boston to Logan International Airport. Because of these constraints and the shallow water depth at this point, a concrete box immersed tube tunnel—the first ever constructed in the U.S.—was selected as the preferred approach. The tunnel crossing comprises 6 concrete immersed tunnel elements, each approximately 400 ft. long, 140 ft. wide, and 28 ft. high. The tunnel features side ventilation inlet and exhaust ducts that enable full transverse ventilation of the tunnel.

2002 2002 $338,000 $338,000 $152,000 None

(7) COWI – Busan Immersed Tunnel Busan, Korea

COWIs Client: Daewoo Engineering & Construction Company (DWEC) 1196-1, Songjeong-Dong, Gangseo-Gu Busan 618-270, Korea Mr. J.C.Kim P: +82 51 970 3900 / F: +82 51 970 3937

COWI is in joint venture as lead responsible for preliminary and detailed design of permanent structures and foundations, scour protection and marine works, mechanical and electrical works and temporary works including casting basin and major part of the fitting out on the tunnel elements. The service also includes technical assistance during construction. The immersed tunnel consists of 18 pre-cast concrete tunnel elements of 180 m lengths placed within a dredged trench at a maximum depth of 50 meters. It is one of the longest and deepest immersed tunnels in the world.

2011 2011 $750,000 $750,000 $600,000 $20,000 (fee) (2003 values)

None

Parsons Brinckerhoff Ft. McHenry Tunnel Baltimore, MD

Maryland Transportation Authority Engineering Division 300 Authority Drive Dundalk, Maryland 21222 Mr. Ben Mondell P: (410) 537-7811

PB, in joint venture, provided professional services for the preliminary and final design, construction management, and technical inspection of construction of the Fort McHenry Tunnel—the widest road tunnel constructed using the immersed tunnel method. The two parallel twin-tube steel immersed tunnels carry eight lanes of interstate highway traffic under Baltimore Harbor.

1986 1986 $662,000 $662,000 $5,585 (fee) None










(8) Parsons Brinckerhoff Midtown Tunnel Emergency Assessment Norfolk, VA

Virginia Department of Transportation 1992 South Military Highway Chesapeake, VA 23320 Mr. Darrell Southerland (757) 494-2409 / F : (757) 494-5490

Following the flooding of the Midtown Tunnel during Hurricane Isabel, PB assisted with restoration efforts, including providing structural, electrical and mechanical inspection; prioritizing critical repairs; and on-site electrical support during testing and repair of critical systems.

2003 2003 $409 (fee) $409 (fee) $409 (fee) None

(9) Parsons Brinckerhoff Ft. McHenry Tunnel Baltimore, MD

Maryland Transportation Authority Engineering Division 300 Authority Drive Dundalk, Maryland 21222 Mr. Ben Mondell P: (410) 537-7811

PB, in joint venture, provided professional services for the preliminary and final design, construction management, and technical inspection of construction of the Fort McHenry Tunnel—the widest road tunnel constructed using the immersed tunnel method. The two parallel twin-tube steel immersed tunnels carry eight lanes of interstate highway traffic under Baltimore Harbor.

1986 1986 $662,000 $662,000 $5,585 (fee) None

(10) COWI Preveza Tunnel Preveza - Aktio Crossing, Greece

COWI's Client: Joint Venture of Christiani & Nielsen (UK) and Technical Company of General Construction, Greece 22 Isoudou, 106 74 Athens Mr Panayotis Goritas P: +30 6820 21464 / F: +30 6820 24015

Responsible for tender design, detailed design and construction follow on permanent civil and structural works for 909 m of immersed concrete tunnel and 660 m of cut and cover tunnel. Tunnel cross section consists of one bore for bi-directional traffic. There are 8 monolithic tunnel elements of 59 to 134 m length. The tunnel has been designed to withstand severe seismic loadings. Shear keys between tunnel elements have been strengthen compared to normal immersed tunnels and pre-stressing cables have been placed across the element joints in order to limit differential movements during seismic events.

2002 2002 $84,000 $84,000 $84,000 $2,000 (fee)

None

(11) Parsons Brinckerhoff 3 Year Term Agreement for Tunnel Repair Plans Bristol and Hampton Roads Districts, VA

Virginia Department of Transportation 1401 E. Broad Street Richmond, VA 23219 Mr. Prasad Nallapaneni P: (804) 371-2770 / F: (804) 786-2988

PB is providing on-call engineering services including inspection and preparation of repair plans for 10 tunnels located in Hampton Roads and Bland County.

2010 2010 $3,000 (fee) On-going $538 to date (fee)

On-going $538 to date (fee)

None

(12) COWI Söderström Tunnel Stockholm, Sweden

COWI's client JV Söderströmstunneln HB Box 17 225 104 62 Stockholm, Sweden Mr. Ingvar Fyhr P: +468 5800 2637 / F: +468 5800 2699

COWI is responsible for tender design, basic design, detailed design and construction follow up for a 300 m long immersed tunnel and a joint house for a new railway line in the central part of Stockholm. Due to lack of construction sites in the area and limited water depth the immersed tunnel is constructed as a composite tunnel with an external steel shell used as permanent membrane and as a floating casting yard.

2013 2013 $212,000 $212,000 $106,000 $2,470 (fee)

None










(13) Transdyn Lincoln and Holland Tunnels ITS Metro New York City, NY

Port Authority of NY & NJ 241 Erie Street, Room 228 Jersey City, NJ 07310 Mike DeGidio, PE Tele: 201-595-4720 Fax: 201-595-4617 Email: [email protected]

Operating under a joint venture contract, Transdyn was selected by the Port Authority of New York & New Jersey to design, implement and maintain an Intelligent Transportation System for the Lincoln Tunnel and Holland Tunnel. The ITS includes new computer systems, communication systems, CCTV, sensors, and electronic signs. Transdyn’s DYNAC ATMS® software monitors traffic and roadway conditions, automatically detects incidents and stopped vehicles, and implements optimal response plans. The software assists operators in rapidly responding to emergency situations, clearing incidents, alerting motorists, balancing traffic flows, and mitigating congestion.

March 2006 August 2006 $37,345 $40,650 $45,000 None

(14) Transdyn Baltimore Harbor Tunnel and Ft. McHenry Tunnel Intelligent Transportation System Baltimore, MD

Maryland Transportation Authority 300 Authority Drive Baltimore, MD 21222-2200 USA Robert Jordan, P.E., Electrical Engineer Tele: 410-537-7851 Fax: 410-537-7801 Email: [email protected]

At the Authority Operations Center, the system will combine the various and differing legacy subsystems at these facilities into a common central platform that provides an integrated operator interface for managing each tunnel. Each facility will be networked to allow inter-site communications, redundant operational capability, and the sharing of data both within the Authority and with other agencies in the area. * Extra Work Order No. 1: Provide a construction trailer for Owner’s inspector: $66,549. Extra Work Order No. 2: Upgrade communications network, add additional PLCs, replace existing control cabinets, provide architectural changes at BHT AOC: $196,790. Extra Work Order No. 3: Provide new CO, HC and level sensors in both facilities for increased safety monitoring: $204,940.

April 2005 September 2008 (plus 3 year maintenance agreement through 04-2011)

$5,081 $5,549* ~$4,883 None

(15) Transdyn Advanced Traffic Management Incident Detect/ Evaluate/Act System (ATM IDEAS) New York Metro- New York, NY

MTA Bridges and Tunnels 2 Broadway, 24th Floor New York, NY 10004 USA Bob Redding, Director of ITS Tele: 646-252-7122 Fax: 646-252-7227 Email: [email protected]

Transdyn designed, built, and maintains ATM IDEAS for the Authority. ATM IDEAS included designing, furnishing, and integrating new computer, communication, and software systems at each bridge and tunnel control center and the development of a new central Operations Control and Communication Center (OCCC). * Over the course of the project the contract price increased from $10,778,732 to $11,571,622 (7.36%). The majority of this increase ($480,000) was attributable to scope additions made by the client during the Preliminary Design Phase of the project. The balance of the additions was for on-call engineering support to assist the client with on-going system expansions.

October 2005 August 2008 $10,778 $11,571* ~$11,339 None


10.4.1.5 ATTACHMENT D2 TUNNEL EXPERIENCE – CONSTRUCTION WORK HISTORY FORM 2









(1) Skanska Civil Second Hampton Roads Tunnel Norfolk and Hampton, VA

Virginia Department of Transportation 1401 E. Broad Street Richmond VA 23219 Malcolm T. Kerley, Chief Engineer T: (804) 786-4798 F: (804) 786-2940 [email protected]

Constructed 6,897 feet of immersed, double-shell, steel tunnel 250 feet west of and parallel to the existing Hampton Roads Tunnel.

July 1974 Oct 1974 $47,610 $47,783 $47,783 None

(2) Skanska Civil Fort McHenry Tunnel Baltimore, MD

Maryland Transportation Authority 300 Authority Drive Baltimore, Maryland 21222 Geoffrey V. Kolberg, PE, Chief Engineer 410 537 7850 410-537-1072

Constructed 1.7-mile, parallel, immersed, double-shell steel binocular tunnels, each with two tubes and two lanes in each tube. According to the Maryland Transportation Authority, the Fort McHenry Tunnel is “the world’s widest, underwater, vehicular tunnel.”

Unknown 11/1985 $425,000 $425,000 $425,000 None

(3) Skanska Civil San Francisco Trans Bay Tube San Francisco, California

San Francisco Bay Area Rapid Transit District (BART) PO Box 12688 Oakand, CA 94604-2688 Carlton (Don) Allen, Chief Engineer T: 510-464-7283 F: 510-464-7213 [email protected]

Constructed a 3.8-mile, immersed, single-shell, steel binocular tunnel across the San Francisco Bay.

Unknown 1969 $180,000 $180,000 $180,000 None

(4) Skanska Civil Bjørvika Tunnel

Norwegian Public Roads Amdinistration Statens vegvesen Region Øst Postboks 1010 Skurva 2605 Lillehammer T: 81522000 F: 61257480 Svein Røed (Project Manager’s Name) Statens vegvesen Region Øst Havneveien, Skur 60 0150 Oslo T:+47 24058730 F: 23058774

Constructed a 670-meter immersed tunnel at Bjørvika in the centre of Oslo. The tunnel is 35-40 meters wide and consists of ten elements, each 112 meters long. The elements will be casted in drydock, and then towed to Oslo.

02/2010 02/2010 $100,000 $100,000 $100,000 None

(5) Skanska Civil Älvsborg Tunnel

Swedish Road Administration (Vägverket) T: +46 (0) 771-119 119

Constructed two, 454-meter, parallel immersed tunnel including a service tunnel and a ventilation tunnel.

Unknown 03/1968 $2,319 $2,319 $2,319 None










(6) Kiewit Construction Co BARTD Trans-Bay Tube San Francisco, California

Bay Area Transit District (BARTD) 255 D Street Daly City, CA 94014-2546 Kathleen Mayo Tel: (510) 287-4881 Fax: (510) 287-4808

This Kiewit led joint venture constructed a immersed tube tunnel under the San Francisco Bay. The four mile long tunnel carries BART trains between Oakland and San Francisco. The project involved construction of 57 steel shelled concrete tubes ranging in length from 272 – 366 ft. and averaging 10,000 tons each.

Late 1969 Sept 1969 $89,900 $94,688 $94,688 None

(7) Kiewit Construction Co- Fort McHenry Tunnel Baltimore, Maryland

Interstate Division for Baltimore City 2225 N. Charles Street Baltimore, MD 21218 Clay Gottlieb Tel: (410) 537-7887 Fax: (410) 537-7505

This Kiewit led joint venture completed the construction of two parallel 5,400 linear foot immersed tube tunnels beneath the Baltimore Harbor, the widest immersed tube tunnel in the world. The contract required the prefabrication, towing, outfitting and placement of 32 steel shelled concrete tunnel elements in a dredged trench. Other major items of work included a 76 cell containment site for the 3.5 million cy of dredged material, the relocation of a 48 inch waterline in the middle of the harbor and the restoration of a demolished berth.

Jan 1984 Jan 1984 $425,555 $435,880 $435,880 None

(8) Kiewit Construction Co - 63rd Street Tube and Tunnel New York, New York

New York City Transit Authority 347 Madison Avenue New York, NY 10017-3739 Connie Crawford Tel: (646) 252-3034 Fax: (646) 252-4700

This Kiewit led Joint Venture built 1,510 ft of Immersed Tube Tunnel under the East River. The project included 4 steel shelled concrete tubes each measuring 375 ft long by 38 ft wide by 37 ft high and displacing 16,000 tons.

Fall 1969 Early 1973 $69,481 $75,743 $75,743 None

(9) Weeks Marine 63rd Street Tube and Tunnel Improvement Project New York, New York

New York City Transit Authority 347 Madison Avenue New York, NY 10017-3739

Level riverbed and create graded level rock bed on river-bottom using 30,000 ton of 8” minus rock. For this Weeks used a 5110B CAT excavator with extended boom and stick to work in water depths up to 60 feet. Sophisticated electronic controls were used to achieve very high tolerances. Placement of 70 ea 350 ton precast blocks measuring 60 ft by 20 ft were placed on the screeded rockbed using the 500 ton “Weeks 533”.

2006 2006

$13,500 $13,500 $13,500 None

(10) Transdyn Lincoln and Holland Tunnels ITS Metro New York City, NY

Port Authority of NY & NJ 241 Erie Street, Room 228 Jersey City, NJ 07310 Mike DeGidio, PE Tele: 201-595-4720 Fax: 201-595-4617 Email: [email protected]

Operating under a joint venture contract, Transdyn was selected by the Port Authority of New York & New Jersey to design, implement and maintain an Intelligent Transportation System for the Lincoln Tunnel and Holland Tunnel. The ITS includes new computer systems, communication systems, CCTV, sensors, and electronic signs. Transdyn’s DYNAC ATMS® software monitors traffic and roadway conditions, automatically detects incidents and stopped vehicles, and implements optimal response plans. The software assists operators in rapidly responding to emergency situations, clearing incidents, alerting motorists, balancing traffic flows, and mitigating congestion.

March 2006 August 2006 $37,345 $40,650 $45,000 None










(11) Transdyn Advanced Traffic Management Incident Detect/ Evaluate/Act System (ATM IDEAS) New York Metro- New York, NY

MTA Bridges and Tunnels 2 Broadway, 24th Floor New York, NY 10004 USA Bob Redding, Director of ITS Tele: 646-252-7122 Fax: 646-252-7227 Email: [email protected]

Transdyn designed, built, and maintains ATM IDEAS for the Authority. ATM IDEAS included designing, furnishing, and integrating new computer, communication, and software systems at each bridge and tunnel control center and the development of a new central Operations Control and Communication Center (OCCC). * Over the course of the project the contract price increased from $10,778,732 to $11,571,622 (7.36%). The majority of this increase ($480,000) was attributable to scope additions made by the client during the Preliminary Design Phase of the project. The balance of the additions was for on-call engineering support to assist the client with on-going system expansions.

October 2005 August 2008 $10,778 $11,571* ~$11,339 None

(12) Transdyn Baltimore Harbor Tunnel and Ft. McHenry Tunnel Intelligent Transportation System Baltimore, MD

Maryland Transportation Authority 300 Authority Drive Baltimore, MD 21222-2200 USA Robert Jordan, P.E., Electrical Engineer Tele: 410-537-7851 Fax: 410-537-7801 Email: [email protected]

At the Authority Operations Center, the system will combine the various and differing legacy subsystems at these facilities into a common central platform that provides an integrated operator interface for managing each tunnel. Each facility will be networked to allow inter-site communications, redundant operational capability, and the sharing of data both within the Authority and with other agencies in the area. * Extra Work Order No. 1: Provide a construction trailer for Owner’s inspector: $66,549. Extra Work Order No. 2: Upgrade communications network, add additional PLCs, replace existing control cabinets, provide architectural changes at BHT AOC: $196,790. Extra Work Order No. 3: Provide new CO, HC and level sensors in both facilities for increased safety monitoring: $204,940.

April 2005 September 2008 (plus 3 year maintenance agreement through 04-2011)

$5,081 $5,549* ~$4,883 None


10.4.1.5 ATTACHMENT D3 TUNNEL EXPERIENCE – O&M WORK HISTORY FORM 2









(1) Rostock Crossing, Germany (0.5 miles of Immersed Tunnel)

Project Owner: Macquarie Infrastructure Group (70%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Matthias Herrmann P: (+49) 381 637 2210 F: (+49) 381 637 2299

Operations, tolling, maintenance, and rehabilitation 2053 2053 $346,000 (Total Project Cost)

$346,000 (Total Project Cost)

$30,000 (Initial Equity Invested)

None

(2) Soojungsan Tunnel, South Korea* (1.4 miles of Tunnel)

Project Owner: Macquarie Korean Infrastructure Fund (“MKIF”) (100% shareholder) 11th Floor, Hanwha Building 110 Sokong-Dong Chug Gu, Seoul 100175 Korea Project Manager: Myung Sun Yoo P: (+82) 51 893 5840 F: (+82) 51 893 5842

Operations, tolling, maintenance, and rehabilitation 2027 2027 $139,330 (Construction) $73,939 (O&M)

$128,060 (Construction) $73,939 (O&M)

$201,999 (Total) $128,060 (Construction) $73,939 (O&M) (Macquarie is 100% responsible for Construction and O&M)

None

(3) Seoul-Chuncheon Expressway, South Korea* (9.2 miles of Tunnel)

Project Owner: Macquarie Korean Infrastructure Fund (15% shareholder) 11th Floor, Hanwha Building 110 Sokong-Dong Chug Gu, Seoul 100175 Korea Project Manager: HoHee Chung P: (+82) 31 585 4252 F: (+82) 31 585 4255

Operations, tolling, maintenance, and rehabilitation 2039 2039 $1,429,600 (Total Project Cost)

$1,429,600 (Total Project Cost)

MKIF owns 15% of the equity ($48,600) and 50% of subordinated debt ($87,400).

None










(4) Yongin-Seoul Expressway, South Korea* (5.0 miles of Tunnel)

Project Owner: Macquarie Korean Infrastructure Fund (35% shareholder) 11th Floor, Hanwha Building 110 Sokong-Dong Chug Gu, Seoul 100175 Korea Project Manager: JongHak Lee P: (+82) 2 3487 2148 F: (+82) 2 3487 2149

Operations, tolling, maintenance, and rehabilitation 2039 2039 $774,212 (Total Project Cost)

$807,812 (Total Project Cost)

MKIF owns 35% of the equity ($129,600) and 58% of subordinated debt ($77,000).

None

(5) E39 Motorway, Norway (6.3 miles of Tunnel)


Design, construction, finance, operations, tolling, maintenance, and rehabilitation

2030 (25 years of O&M, starting in 2005)

2030

$234,100 (Construction) $83,300 (O&M)

$234,100 (Construction) $83,300 (O&M)

$317,400 (Total) $234,100 (Construction) $83,300 (O&M) (Skanska is 100% responsible for Construction & O&M)

None

(6) E18 Motorway, Finland (3.2 miles of Tunnel)

Project Owner: Skanska Infrastructure Development (41% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Gunnar Lundberg P: (+46) 850 435 772



2029 $465,500 (Construction) $104,400 (O&M)

$465,500 (Construction) $104,400 (O&M)

$313,400 (Total) $256,000 (Construction) $57,400 (O&M) (Skanska is responsible for 55% of Construction & O&M)

None

(7) Autopista Central, Santiago, Chile (1 mile of Tunnel)


Design, Construction, Operations, tolling, maintenance, and rehabilitation


2031

$205,000 (Construction) $40,000 annually (O&M)

$205,000 (Construction) $40,000 annually (O&M)

$705,000 (Total) $205,000 (Construction) $500,000 (O&M) O&M is approximately $40,000 annually for 25 years (Skanska holds a 50% stake in the SPC)

None

Resumes


MICHAEL TONNESEN

A. Name and Title Michael Tonnesen – Senior Project Manager (Key Personnel)

B. Project role Project Manager / Team Leader - Design


COWI A/S


13 0 8


Technical University of Denmark M.Sc. 1989 Civil Engineering


G. Certifications


New crossing at Frederikssund, Denmark: Team Leader responsible for development and technical assessment of tunnel concepts as part of an Environmental Impact Assessment. Immersed tube tunnel, bored tunnel and cut and cover tunnel technique are considered. Busan-Geoje Fixed Link, Korea: Team Leader. Michael was responsible for detail design of tunnel structure for 3km long immersed tunnel for vehicular traffic. Tunnel is founded on improved soil (partly improved by SCP and partly by CDM) at waterdepths down to 45m. Limerick Tunnel PPP, Ireland Project Manager. Michael Tonnesen was responsible for preparation of Specimen Design and Tender Documents for a 600m long immersed tunnel across River Shannon forming part of the 2nd Phase of Limerick Southern Ring Road. Fourth Rail Harbour Crossing, Hong Kong: Project Manager for scheme design and preparation of tender documents for a 1.4 km long dual tube immersed tunnel beneath Victoria Harbour in Hong Kong. The crossing is part of a new metro line Sha Tin - Central Link. Nysted Offshore Windfarm, Rødsand, Denmark Technical Manager for detailed design of 72 offshore gravity foundations for windmills with a height of 70m. The foundations are designed as reinforced concrete caissons with a weight of 1600 to 1800 tons. Limerick Southern Ring Road - Phase II, Ireland: Project Manager for the preliminary design of the River Shannon tunnel crossing. The recommended tunnel is a dual carriageway immersed tunnel with a total length of 600m including portals. Shanghai Chongming Yangtze River-crossing design competition, China: Lead design engineer on immersed tunnel solutions and in charge of the presentation of bored and immersed tunnel solutions to the committee. The immersed tunnel solution consists of two 4-lanes vehicular immersed tunnels with a length of 7.4 km and 8.6 km, respectively. Maliakos Gulf Crossing, Greece: Member of tender design team for an approx. 4.5 km long immersed tunnel. Preveza-Aktio Crossing, Greece Member of design team for detailed design of 900m immersed tunnel and 660m cut & cover tunnel in reinforced concrete. Design of reinforcement in tunnel elements and evaluation of stresses built-in during construction.

.6 Toll Facility Operations


SECTION

10.4.1

10.4.1.6. TOLL FACILITY OPERATIONS

ERC brings a wealth of toll collection experience to the Project. Macquarie currently operates 31 toll roads around the world, while Skanska ID has successfully delivered 2 tollroad projects. Therefore, ERC draws on a wide knowledge base in operating cash, credit card, transponder and image-based toll collection systems. The team operates three fully electronic toll collection systems using a combination of transponders and video tolling – ETR 407 in Toronto, Canada; Westlink M7 in Sydney, Australia; and Autopista Central in Chile. These facilities, due to their groundbreaking nature with All Electronic Tolling (AET), are similar in scope and magnitude to the planning, design and implementation requirements for this project.

Indiana Toll Road The facility is a 158 mile long divided highway running the across the north of Indiana. Toll collection is a combination of barrier style tolling on the western urban section and ticket based tolling on the rural eastern section. The concessionaire introduced electronic toll collection and is now interoperable with E-ZPass.

Chicago Skyway, Illinois The Skyway uses a single toll plaza on this important link on Interstate 90 between Chicago and northern Indiana. The plaza handles rush-hour flows during the week and heavy directional flows on weekends. The concessionaire introduced electronic tolling and electronic transactions reached 44% in 2007.

Dulles Greenway, Virginia Macquarie has a comprehensive agreement to operate the Dulles Greenway in Virginia. Toll collection on the facility is a combination of cash, credit card and transponder. Through its ownership and management of the Dulles Greenway, Macquarie understands the current tolling challenges in Virginia.

The Greenway is fully interoperable with E-ZPass and interfaces with VDOT’s Statewide Customer Service Center. The facility has the highest usage of transponders of any toll road in Virginia at approximately 80% overall and

approximately 90% in peak weekday periods.

A25 Completion Project, Canada This 4.5 mile greenfield toll road in Montreal, Canada will have 3 lanes in each direction. Toll collection will be all-electronic at a single tolling point when the facility opens. The concessionaire is currently undertaking system design and setting up the business processes for operation.

Dulles Greenway – Virginia (Macquarie)


SECTION

10.4.1

Rostock Crossing, Germany The project consists of a 4-lane road 2.5 miles in length. Tolls are collected at a single point with cash, electronic, credit card and smart cards all being accepted.

South Bay Expressway, California This new 4 lane, 9 mile expressway recently opened to traffic with toll collection at six points. The concessionaire successfully implemented an extensive marketing campaign to advertise the new facility and inform customers of the Fastrak electronic tolling system.

Autopista Central, Chile The 38 mile, 6-lane, Autopista Central, is the main artery of the Santiago toll road system. It is equipped with an all electronic toll system that enables each driver to pass the toll stations without stopping, the first of its kind in South America.

Congestion-based tolls are collected by the concessionaire via a 24 hour service center that monitors the highway and provides emergency and breakdown services as well as collecting tolls for over 300,000 journeys a day. Currently, 87% of transactions are through

transponders, while the remainder are captured by video.

Autostrada A1, Poland The A1 Motorway is one of the largest infrastructure road projects in Poland. Tolls are collected by the concessionaire but are set by and retained by the government. The A1 Motorway of a four-lane, 56-mile motorway running north-south in the eastern part of Poland.

The Work History Form providing information on toll facilities operated by members of ERC immediately follow this section.

CONCEPTUAL TOLLING PLAN

Tolling: Systems, Operations and Maintenance ERC understands the importance of the toll collection system, both from the revenue collection and customer satisfaction viewpoints. The team is experienced in the design and deployment of open road toll systems as outlined in the previous section. This Project will make VDOT a leader in the US in AET.

AET involves a different concept of operations compared with traditional cash-based systems. The key concept in AET is there are no toll plazas at which vehicles must pay and therefore no immediate violators. If a vehicle passes through the toll zone without making a payment, their license plate will be captured. If the plate is not associated with a registered account, the patron will be given a grace period during which they can pay the toll or open an account. Violation enforcement occurs only if the patron refuses to pay the toll.

Autopista Central, Chile


SECTION

10.4.1

Toll System Toll collection will be accomplished by a cashless, non-stop, highway speed system that will capture and identify all vehicles either by an E-ZPass transponder or by their license plate and automatically classify the vehicles based upon the physical characteristics. Tolls will be collected at the designated tolling points at the tunnels and on the MLK Extension.

The system design will be based on existing, field-proven and off-the-shelf hardware previously used in similar applications. The roadside equipment deployment will include the following:

Redundant Roadside Controller– a single roadside controller will manage toll equipment, separate and track vehicles, and provide command, control and data storage for the entire toll zone; a pair of redundant servers will serve as the roadside controller to maximize availability;

AVI Readers – E-ZPass Compatible AVI readers will read E-ZPass transponders; Front and rear Video Cameras – Camera subsystem will capture front and rear license

plate data. Cameras will include infrared lighting and real-time digital identification of plate numbers via Optical Character Recognition (OCR);

Laser Scanners – will provide vehicle profiling and precise trigger points for cameras; Smart Loops – will provide axle counts and vehicle tracking through the toll zone; will

provide a redundant camera trigger if the lasers fail; Gantries – for mounting the equipment over the lanes and shoulders; and Communications – high-speed local and wide area network communications will be

provided to connect all tolling locations back to the office. The various sensors will be arranged on the gantry and in the pavement to provide full coverage of the road, including hard shoulders. The configuration is designed so that vehicles can be accurately identified independent of their lateral position on the road at speeds up to 110 mph.

The primary and preferred vehicle identification method will be the E-ZPass transponder. For vehicles without an E-ZPass transponder, the license plate will be used for unique identification. Multiple cameras per lane with overlapping fields will be provided to accurately capture and document all video tolling transactions; including rear plate cameras, front plate cameras, and an overview or scene camera. The rear camera is the primary camera to capture the license plate. Rear plates are generally lit, cleaner, and in better condition than front plates. The front plates are secondary and are used when the back plate is missing, obstructed or not legible. The front plate can also be used for large trucks towing leased trailers (so that the registered owner of the vehicle can be identified) and as a secondary check to the rear license plate for an additional level of verification. Finally the scene camera provides a color image of the entire rear of the vehicle and can be used to verify the transaction, for example when the patron questions its validity.

The tolling system equipment will be deployed on overhead gantries and smart loops will track vehicles between the gantries. The gantry design will include a walkway to allow the equipment to be serviced from above with no impact to traffic. Maintenance on the loops will occur during normal road resurfacing activities.


SECTION

10.4.1

Redundancy will be built into the design, such that no single failure results in loss of revenue. Examples of redundancy include:

Redundant roadside controller Redundant AVI reader Multiple cameras with overlapping fields Payment by license plate if the reader fails Redundant camera triggers – laser and smart loops.

While the primary toll system will be all electronic, the architecture will allow for mixed-mode toll operation using manual collection at the ramps on the MLK Extension. This option provides the flexibility to utilize traditional methods if necessary.

The system will be interoperable with all other toll facilitates in Virginia as well as all other tolling agencies who are part of the Inter Agency (E-ZPass) Group. The system will also be capable of being put into “evacuation mode” which will allow for all traffic to travel in a single direction while still maintain traffic counts and other traffic management statistics. An option will be provided to temporarily suspend tolls. All of these functions will be integrated with tunnel operations and ITS to allow for a coordinated response.

Back Office / Operations ERC will provide outstanding customer service to patrons by utilizing a combination of VDOT’s Statewide Customer Service Center (CSC) located in Clifton Forge and our own Toll Back Office (TBO). The team has the necessary experience as the Dulles Greenway processes all of its E-ZPass transactions though the VDOT CSC. The TBO for this project will also process all E-ZPass transactions in the same way. The TBO will handle all video toll transactions as well.

The ERC TBO will be a web-based, fully integrated back office system that supports toll operations, customer service, transaction processing, image review and a comprehensive suite of financial, operational and custom reports. The system will perform video image review, verification, notice generation and payment processing. It will also provide a solid financial and auditing package that accounts for all monies and data in the system. The back office system is based on existing, proven solutions previously utilized. The TBO is tightly integrated and includes a variety of hardware, commercial software, and a proprietary back office application that will be fully customized to meet the operational, reliability and availability requirements for the Project.

In an AET, there are no toll collectors, collector audits or closed lanes. The traditional toll operations function changes from a face to face encounter in a toll booth to interacting with customers via phone, internet and off-site on a 24/7 basis.

ERC will apply corporate experience coupled with an experienced implementation and operations team to ensure that the back office will meet the highest performance and customer service standards. Apart from the CSC, the back office is the primary interface with the motoring public and the concession company will provide the staff with the tools, training and the empowerment necessary to allow them to positively and effectively deal with patrons’ questions and issues. Close coordination and cooperation between the TBO


SECTION

10.4.1

and VDOT’s CSC will aid operational effectiveness and ensure that VDOT’s E-ZPass goals are achieved.

Maintenance / Integration with ITS The toll system is designed not only for accuracy, but reliability and maintainability, including the need to minimize the disruption to the travelling public while providing corrective and preventive maintenance procedures. The toll system will be maintained on a 24/7 basis with the emergency corrective maintenance occurring as required and preventive maintenance scheduled for off peak hours. The toll and the ITS systems will be maintained by the same roadside team allowing for the highest level of coordination and service.

While the toll and the ITS are separate and distinct systems, the toll system will be designed to provide vehicle speed and volume data to the ITS network.

Challenges There are many challenges associated with the implementation and operation of an AET System. This Project has some additional issues that the team has identified and built into the approach. The need for a coordinated response to emergency evacuations and other incidents was discussed above, for example.

The presence of numerous major military installations results in additional design and operational challenges that cannot be ignored. There are over 220,000 active duty personnel and their dependents in the area. Military regulations allow service personnel to keep their vehicles registered in their home state and not in the state in which they are deployed. This, combined with a significant percentage of tourists and visitors means that a wide variety of out of state license plates will travel these facilities on a regular basis. The system will have necessary interfaces to the various DMVs to get the required vehicle information. Marketing and outreach to this group will minimize the number of unregistered video tolling transactions that occur.

Attachments

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE E-1

10.4.1.6 ATTACHMENT E TOLL FACILITY OPERATIONS WORK HISTORY FORM 1 (FINANCIAL)




D. Project Cost






Indiana Toll Road, Indiana 158-mile long divided highway running the full length of northern Indiana connecting to the Chicago Skyway (West) and the Ohio Turnpike (East). Macquarie Capital (USA) Inc. advised Macquarie Infrastructure Group (“MIG”) and Partner on the lease. The consortium received a concession to operate the road for 75 years. Real tolling with schedule set until 2010 after which tolls will increase at the greater of 2%, CPI and nominal GDP per capita growth. There are 6 ticket system tolling points and 14 barrier system tolling points. Cash and electronic tolling (including the use of RFID tags). 58% Cash; 42% ETC 2007 Transaction Volume: 41,705,995



2006 Acquisition Debt Facility Capex Facility Liquidity Facility

Macquarie Capital and Partner collectively own the ITR Concession Company LLC which is responsible for operations, maintenance, tolling, rehabilitation, and expansion.

Acquisition Debt Facility: $3,248 million Capex Facility: $665 million Liquidity Facility: $150 million Initial Equity Invested: MIG - $374 million Partner - $374 million


Chicago Skyway, Chicago, Illinois 8-mile, six lane toll road south of Chicago that links Interstate 90 from the Illinois/Indiana State border to the Dan Ryan Expressway, which runs directly into downtown Chicago. Macquarie Capital (USA) Inc. advised MIG and Partner on the lease. The consortium received a 99-year concession for operation of the road. Real tolling with a specified toll regime from 2008 to 2017. Tolls post 2017 increase by the greater of 2% per annum, CPI or nominal GDP per capita growth. There is a single tolling point. Cash and electronic tolling (including the use of RFID tags). 56% Cash; 44% ETC 2007 Transaction Volume: 17,363,050



2005 Senior Debt Facility Liquidity Facility Capex Facility

Macquarie Capital and Partner collectively own the Skyway Concession Company which is responsible for operations, maintenance, tolling, and rehabilitation of the Chicago Skyway.

Senior Debt Facility: $1,000 million Liquidity Facility: $110 million Capex Facility: $80 million Initial Equity Invested: MIG - $397 million Partner - $485 million





D. Project Cost






Dulles Greenway, Virginia 14-mile operating toll road linking the Dulles International Airport to Leesburg, VA. Macquarie Capital acquired the business on an exclusive, privately negotiated deal. The concession expires in 2056. Tolls set by the Virginia State Corporation Commission on application through to end of 2012 and from 2021 on. Cash, electronic and credit card toll collection. 16% Cash; 84% ETC 2007 Transaction Volume: 19,548,305

Project Owner: Macquarie Infrastructure Group (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Macquarie Infrastructure Partners (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Tom Sines P: (703) 668 0030

$1,474 million Deborah Brown Virginia Department of Transportation P: (804) 786 4311

2005 Senior Current Interest Bonds Series 1999A Senior Zero Coupon Bonds Series 1999B Senior Callable Zero Coupon Bonds Series 2005A Senior Callable Zero Coupon Bonds Series 2005B Senior Zero Coupon Bonds Series 2005C

MIG acquired the General Partner of TRIP II, Shendandoah Greenway Corporation, which has day-to-day responsibility for the management and operation of the concession. MIG also acquired a 13.4% direct interest in TRIP II and made subordinated loans to the remaining equity. Tolls are set, on application by the Virginia State Corporation Commission under the Virginia Highways Corporation Act (1988).

Senior Current Interest Bonds Series 1999A: $35 million Senior Zero Coupon Bonds Series 1999B: $416 million Senior Callable Zero Coupon Bonds Series 2005A: $162 million Senior Callable Zero Coupon Bonds Series 2005B: $54 million Senior Zero Coupon Bonds Series 2005C: $174 million Initial Equity Invested: MIG - $618 million


A25 Completion Project (A25), Montreal, Canada

4.5 mile (including 0.75 mile bridge) greenfield toll road that will serve as an integral part of the existing road network linking the growing communities of Laval and the North Shore to Montreal. 3 lanes in each direction for the bridge, 2 lanes in each direction for the highway.

Macquarie Capital led consortium was awarded a 35-year concession for the design, construction, financing, operation, and maintenance of the project. Macquarie Infrastructure Partners (“MIP”) provided 100% of the equity for the project.

Real tolls, fully electronic tolling system with minimum/maximum tolls set according to a Concession Agreement with allowance for annual CPI increases as well as potential real toll increases based on traffic thresholds. Video tolling will also be available at a higher rate. There is a single tolling point.

% Cash; % ETC : N/A

2007 Transaction Volume: N/A

Project Owner: Macquarie Infrastructure Partners (100%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000

Project Manager: Daniel Toutant P: (514) 766 8225

$688 million Marc Flamand Ministry of Transportation – Quebec P: (514) 864 9429

2007 Senior Term Loan

Liquidity Facility

The Concessionaire, Macquarie’s Infras-Quebec A25, is responsible for the design, build, financing and operations (including tolling) of the road. Tolls are set by the Concessionaire, up to a maximum amount determined by the province.

Senior Term Loan: $263 million

Liquidity Facility: $10 million

Initial Equity Invested: MIP - $217 million





D. Project Cost






Rostock Crossing, City of Rostock, Germany 2-lane road for 2.5-miles including an 800 meter tunnel under the Warnow river, the first toll road concession in Germany. Macquarie Capital (USA) Inc. acted as financial advisor to the consortium founded by Macquarie Infrastructure Group and Partner. The consortium was awarded a 30 year concession to build and operate the asset. Real tolling with price escalation based on current IRR; tolls can be increased at rate exceeding inflation. Toll collection is cash, electronic, credit cards, RFID DSRC tags and Smart Cards. There is a single tolling point. 25% Cash; 75% ETC 2007 Transaction Volume: 3,751,861

Project Owner: Macquarie Infrastructure Group (70%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Matthias Herrmann P: (+49) 381 637 2210

$346 million Roland Methling Oberbürgermeister (Mayor) P: (+49) 0381 381 1600

2005 Senior Acquisition Facility Senior Liquidity Facility

Warnowquerung GmbH & Co. KG (WQG), which Macquarie has a 70% share in, is responsible for operations (including tolling), maintenance, and rehabilitation.

Senior Acquisition Facility: $263 million Senior Liquidity Facility: $10 million Initial Equity Invested: MIG - $30 million Partner - $12 million


South Bay Expressway, San Diego, California 4-lane, 9-mile toll road that will provide alternative route east of the heavily congested North/South SR 805 and Interstate 5 in the San Diego area of Southern California. The Macquarie Group has a 100% equity interest in the project. Macquarie acted as the financial advisor on the acquisition of interests of the South Bay Expressway Limited Partnership. Real tolling system with escalation at the discretion of the South Bay Expressway. There are six tolling points. Cash and electronic tolling via the FasTrak brand of RFID transponders. % Cash; % ETC : N/A 2007 Transaction Volume: N/A

Project Owner: Macquarie Infrastructure Group (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Macquarie Infrastructure Partners (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Greg Hulsizer P: (619) 710 4001

$635 million Pedro Orso-Delgado State of California Department of Transportation P: (619) 688 6688

2003 Senior Debt Facility TIFIA Subordinated Debt Facility

The Concessionaire, South Bay Expressway Limited Partnership, which is fully owned by Macquarie, has the mandate to operate (including tolling), maintain, and rehabilitate the motorway.

Senior Acquisition Facility: $321 million TIFIA Subordinated Debt Facility: $154 million Initial Equity Invested: MIG: $160 million





D. Project Cost





(7) Skanska ID Autopista Central, Santiago, Chile This 38 mile long, 6 lane toll road is the main artery of the toll road system in Santiago, Chile. It is equipped with an advanced free-flow toll system that enables each driver to pass the toll stations without stopping. Tolls from as many as 300,000 vehicles per day are collected by the SPC, which operates the road at full market risk. 13% Cash; 87% ETC 2007 Transaction Volume: 314 million


$811 million Leonel Vivallos Chilean Ministry of Public Works Merced 753, piso 6 Santiago Chile +56-2-449-6830

2003 Senior Bond Debt Skanska ID is an equity member of the SPC. Concessionaire collects & retains toll revenue in this full market risk concession.

Senior Bond Debt: $603 million Initial Equity Invested: Skanska ID - $100 million Partners - $108 million

(8) Skanska ID Autostrada A1, Poland Part of the European Road E75 is one of Europe's largest road projects. The facility is a 56 mile, 4 lane road. Tolls are collected by the concessionaire, but set and retained by the owner, in an availability model. Some adjustments are made based on traffic volume, which has surpassed predictions. The first phase of A1 opened late in 2007, with the full opening expected three months ahead of schedule, on Oct 15, 2008.

Project Owner: Skanska Infrastructure Development (30% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Göran Carlberg P: (+46) 850 435 101

$1,039 million Jaroslaw Waszkiewicz Polish Ministry of Infrastructure ul. Chlasinskiego 00-928 Warszaw, Poland +48-22-630-1700

2005 Senior Bank Debt Skanska ID is an equity member of the SOC, who is responsible for collecting tolls, though the Owner retains toll revenue.

Senior Bank Debt: $967 million Initial Equity Invested: Skanska ID - $15.6 million Partners - $36.4 million

.1 Work History


SECTION

10.4.2


10.4.2.1. WORK HISTORY

Development and Long-Term Operations and Maintenance Experience The members of the Elizabeth River Crossings (ERC) team have developed, owned, operated, and maintained projects of similar scope, complexity and risk such as toll roads and tunnels and PPP highways. Both Macquarie and Skanska ID are leaders in this field with worldwide experience. Some of the most prominent projects of a similar scope, complexity, and risk profile include:

Dulles Greenway, Virginia Rostock Crossing, Germany (tunnel) South Bay Expressway, California Seoul-Chuncheon Expressway, South Korea (tunnel) Autopista Central, Chile (tunnel) E39 Motorway, Norway (tunnels).

E39 Motorway

The E39 is a new coastal highway built to replace an outdated and dangerous road in Norway. The E39 Motorway is the first PPP and largest road contract ever awarded in Norway. This 17-mile stretch of roadway includes 6.3 miles of tunnels and 12 bridges.

The design incorporated many features aimed at minimizing the impact on the environment and nearby communities. The design and planning process moved the existing route further inland. To improve safety, certain open-air sections were replaced by tunnels,

shortening the alignment by six miles and reducing noise and traffic pollution. Preliminary police statistics show the improvements have led to increased safety, reducing accidents by 66%.

The Skanska ID-led SPC holds two contracts for the road, one for design and construction, and the other for O&M. Skanska is the major equity partner and Lead O&M Firm. Therefore, close attention was paid to whole lifecycle costs during design to optimize the O&M plan and meet handback requirements at the end of the concession period. The 25-year O&M contract covers all activities required to make sure the road is available year

E39 Motorway – Norway (Skanska)


SECTION

10.4.2

round; including repairs and maintenance, clearing the roadway of obstacles, providing equipment such as emergency telephones, clearing snow in the winter, and coordinating incident response with the authorities. The program also includes a review component to ensure contract requirements and safety goals are met.

Warnow Tunnel

Macquarie, through the Macquarie Infrastructure Group, owns, designed, constructed and now operates and maintains the Warnow Tunnel in Rostock, Germany. The project consists of a 3 mile long toll road with a half mile long, immersed tube tunnel with two lanes in each direction (with a full wall divider). It was opened to traffic in 2003.

Sophisticated traffic communications tools are in place to notify customers of potential hazards or delays in the tunnel. The tunnel was designed with the following elements:

1. A fully automatic traffic management system capable of traffic jam detection and pollution observance;

2. 10 emergency niches inside and 4 emergency call points outside the Tunnel;

3. A fire detection system with sensor distance of 8 metres;

4. A loudspeaker system at each emergency niche;

5. Comprehensive video surveillance; 6. A SCADA System—System Control and Data Acquisition—with more than 8,000 data

points; 7. 24-hour, on-call technical service; and 8. 24-hour monitoring by control center operators. Daily and routine maintenance is performed by the internal maintenance staff. Specialist and major maintenance activities are sub-contracted. Maintenance activities are typically performed at night to minimize the traffic delay impacts to customers. Typically, one tube will be closed to the traveling public and the other tube will be operated in bi-directional mode.

The Automobile Club of Germany has awarded a “Very Safe” level of safety to the Warnow Tunnel.

Design and Construction of Elevated Structures In addition to their immersed tunnel experience, the design and construction members of the ERC team have a long history of working on heavy civil projects of similar scope, complexity and risk. This includes significant experience in elevated structures in urban,



SECTION

10.4.2

commercial and industrial environments. The team has performed such work in the Hampton Roads area, across the US, and internationally. While bridges are the most prominent elevated structures, urban viaducts are the most relevant to the MLK extension portion of the Project. Among the urban viaducts and bridges the project team members have designed and/or built are:

The Pinners Point Connector in Portsmouth The I-95/I-495/Route 1 Interchange in Alexandria Preliminary Engineering for the MLK Extension in Portsmouth Campostella Bridge in Norfolk.

I-95/I-459495/Route 1 interchange, Alexandria, VA (VDOT)

Skanska USA Civil Southeast was awarded this $166 million project to reconstruct I-95/I-495 from Telegraph Road through the Route 1 interchange and approaches to the new Woodrow Wilson Memorial Bridge. The project includes the construction of nineteen bridges and associated interchange ramps, roadway/highway improvements, utility upgrades, and the tie-in to the new Woodrow Wilson Bridge. The roadway/highway improvements involve 1.6 miles of interstate roadway from 12 to 14 lanes in width. The

project is under construction within the boundaries of the Washington D.C. metropolitan area. Substantial maintenance of traffic efforts are required to maintain traffic through the existing interchange during construction.

Default The equity members of ERC and the three primary members of the design-build team have not defaulted on any contracts in the last seven years.

Please reference Work History Forms 2 and 3 following this section, which demonstrate team member’s experience with similar projects (limited by the 10 project maximum) for both development and operations and elevated structures.

I-95/I-495/Rt. 1 interchange – Virginia (Skanska)

Attachments

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE F1-1

10.4.2.1 ATTACHMENT F1 WORK HISTORY – LONG-TERM O&M EXPERIENCE WORK HISTORY FORM 3 – EXPERIENCE OF THE LEAD OPERATIONS AND MAINTENANCE FIRM* IN THE OPERATION AND MAINTENANCE OF ROADWAY FACILITIES

F. Estimated Value in Thousands A. Project Name & Location (include at least 3 projects with tunnel operations and maintenance)


C. Nature of Firm’s Responsibilities D. Lane Miles Maintained per project

E. Duration of Maintenance Period (state if ongoing) Original Contract Value Dollar Value of Work for Which

Firm Was/Is Responsible

G. Firm’s Number of Employees per project

(1) Dulles Greenway, Virginia

Project Owner: Macquarie Infrastructure Group (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Macquarie Infrastructure Partners (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Tom Sines P: (703) 668 0030 F: (703) 707 8876

Operations, tolling, maintenance, and rehabilitation

84 lane miles (14 miles x 6 lanes)

Ongoing - 2056 $17,100 (2007 O&M cost)

$17,100 (2007 O&M cost) 8 employed by Concessionaire + 60 employed by Third Party Operator

(2) Rostock Crossing, Germany (0.5 miles of Immersed Tunnel)

Project Owner: Macquarie Infrastructure Group (70%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000 Project Manager: Matthias Herrmann P: (+49) 381 637 2210 F: (+49) 381 637 2299


10 lane miles (2.5 miles x 4 lanes)

Ongoing - 2053 $1,500 (2007 O&M cost)

$1,500 (2007 O&M cost) 28 employed by Concessionaire

(3) Seoul-Chuncheon Expressway, South Korea* (9.2 miles of Tunnel)

Project Owner: Macquarie Korean Infrastructure Fund (15% shareholder) 11th Floor, Hanwha Building 110 Sokong-Dong Chug Gu, Seoul 100175 Korea Project Manager: HoHee Chung P: (+82) 31 585 4252 F: (+82) 31 585 4255


152.5 lane miles (38.1miles x 4 lanes)

2009- 2039 $1,429,600 (Total Project Cost)

MKIF owns 15% of the equity ($48,600) and 50% of subordinated debt ($87,400). O&M plan under development.

17 employed by Concessionaire


F. Estimated Value in Thousands A. Project Name & Location (include at least 3 projects with tunnel operations and maintenance)


C. Nature of Firm’s Responsibilities D. Lane Miles Maintained per project

E. Duration of Maintenance Period (state if ongoing) Original Contract Value Dollar Value of Work for Which

Firm Was/Is Responsible

G. Firm’s Number of Employees per project

(4) Autopista Central, Santiago Chile (1.0 miles of Tunnel)

Project Owner: Skanska Infrastructure Development (50% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Salahdin Yacoubi P: (+56) 2 820 5694 F: (+56) 2 820 5601



Ongoing 2007-2031

$20,000 annually for 25 years (Skanska holds a 50% stake in the SPC)

$20,000 annually for 25 years (Skanska holds a 50% stake in the SPC)

280 total employed by SPC + 420 subcontractors (Skanska holds 50% stake in SPC)

(5) E39 Motorway, Norway (6.3 miles of Tunnel)


Design, construction, finance, operations, maintenance, and rehabilitation


Ongoing 2008-2030

$3,332 annually for 25 years (Skanska is 100% responsible for two separate contracts, one for daily maintenance, another for major maintenance)


4 full time + subcontractors that vary by season

(6) Nelostie Motorway Finland

Project Owner: Skanska Infrastructure Development (50% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Tom Schmidt P: (+358) 207 192 531 F: (+358) 207 192 531

Design, construction, finance, operations, maintenance, and rehabilitation


Ongoing 1997-2012 $3,105 annually for 15 years (Skanska is 100% responsible for two separate contracts, one for daily maintenance, another for major maintenance)


1 part-time employee, additional personal as needed + subcontractors that vary by season (Skanska is 100% responsible for operations, maintenance, and major maintenance)

*List the experience of Lead Operations and Maintenance Firm only, whether or not future shareholders of the concessionaire.


10.4.2.1 ATTACHMENT F2 WORK HISTORY – ELEVATED STRUCTURES WORK HISTORY FORM 2









(1) Volkert Martin Luther King Freeway Extension Portsmouth, Virginia (Design)

Virginia Department of Transportation 1401 East Broad Street Richmond, VA 23219 Mr. James B. Lassiter P: (804) 786-6839 F: (804)786- 9731

Volkert prepared the preliminary design of a 1-mile, elevated, limited-access expressway extending Route 58 from London Boulevard to a new interchange at I-264 via a new 92-span bridge over downtown Portsmouth. Four superstructure alternatives and 5 substructure alternatives were investigated. The selected design alternative included a combination of straight and curved steel-plate girders supporting a concrete deck. The substructure units consisted of hammerhead piers and stub abutments resting on prestressed concrete piles. The design included the widening of I-264 from Frederick Boulevard to Des Moines Avenue to provide C-D lanes and involved the widening of 2 steel-beam bridges over the Norfolk and Portsmouth Railroad and Des Moines Avenue. The project also included the design of a new urban interchange with C-D lanes at I-264, modifications to 2 existing interchanges, roadway, utility relocations, a new storm drainage network, and SWM facilities. The Department put the project on hold in 1999.

TBD TBD TBD $90,000 (does not include ROW, sound walls, or utilities)

$90,000 (does not include ROW, sound walls, or utilities)

Not Applicable

(2) Skanska Civil I-95/I-495/Rt. 1 Interchange Alexandria, VA (Design and Construction)

Virginia Department of Transportation 2901 Eisenhower Avenue, Unit B Alexandria, VA 22314 Ronaldo Nicholson P: (703) 329-0300 F: (703) 329-3741

Skanska reconstructed I-95/I-495 from Telegraph Road through the Route 1 interchange to the approaches to the new Woodrow Wilson Memorial Bridge. The project includes the construction of nineteen bridges and associated interchange ramps, roadway/highway improvements, utility upgrades, and the tie-in to the new bridge. The roadway/highway improvements involve 1.6 miles of interstate roadway from 12 to 14 lanes in width. The project is under construction within the boundaries of the Washington D.C. metropolitan area. Substantial maintenance of traffic efforts are required to maintain traffic through the existing interchange during construction.

June 2009 June 2009 $146,577 $179,674 $179,674 None

(3) Skanska Civil Pinners Point Connector Portsmouth, VA (Design and Construction)

Virginia Department of Transportation Norfolk Residency 1992 South Military Highway Chesapeake, VA 23320 Michael Johnson P: (757) 494-5470 F: (757)494-5490

Skanska constructed a new four-lane road and interchange from the Western Freeway (VA-164) in Portsmouth, VA to the Portsmouth Marine Terminal, Martin Luther King Expressway (VA-58), and the Midtown Tunnel. The project included construction of six bridges, including a large bridge over a branch of the Elizabeth River, traversing through residential and industrial areas and covering both water and land. The scope of work also encompasses a new Midtown Tunnel Building Complex and roadwork consisting of excavation, clearing, grading, paving, utilities, wick drains, fence/guardrails, sound walls, electrical, signs, and traffic management system.

Dec 2004 June 2005 $136,139 $151,857 $151,857 None










(4) Kiewit Construction Co Campostella Bridge Norfolk, Virginia (Construction)

Virginia Department of Transportation 1221 E Broad Street Richmond, VA 23219 Tim Feltom P: (757) 925-2689 F: (757) 925-1618

Kiewit Eastern Co. completed the construction of a 3,200 ft long, six lane structure of pre-stressed concrete girder spans and steel center spans.

Nov 1986 Oct 1988 $14,535,388

$16,326

$16,326

None

.2 Project Qualifications


SECTION

10.4.2

10.4.2.2. PROJECT QUALIFICATIONS

ERC believes that the relevant experience of the team members has been adequately described in previous sections of this proposal with regard to finance, design, construction, quality control/quality assurance, operations and maintenance.

With regard to Handover and Handback requirements, both Skanska ID and Macquarie, are experienced PPP developers who regularly plan for and execute handovers and handbacks as required. Handbacks, though less frequent, require a long-term plan for lifetime maintenance of the facility. Also, sufficient financial reserves must be retained in order to complete any final works to meet the technical handback requirements in the comprehensive agreement.

With regard to Experience Modification Ratings (EMRs), the two leading construction firms, Skanska and Kiewit, have EMRs of 0.51 and 0.57, respectively.

While Skanska ID and Macquarie usually self-perform maintenance and operation work for their projects, each project receives a unique EMR rating. The companies, therefore, do not have a corporate EMR for operations and maintenance.

.1 Prior Working Relationships


SECTION

10.4.3


10.4.3.1. PRIOR WORKING RELATIONSHIPS

The members of the Elizabeth River Crossings (ERC) team have worked together on many significant infrastructure projects around the US, and specifically in the Hampton Roads area.

Design and Construction Relationships Skanska Civil and Kiewit, the two lead members of the design-build team have worked together many times. The most important and most relevant working relationships were forged on the Second Hampton Roads Bridge Tunnel (immersed tube) in Norfolk, the Fort McHenry Tunnel (immersed tube) in Baltimore, and the Chesapeake Bay Bridge-Tunnel Project. In addition, Skanska Civil and Kiewit have joint ventured on the BART Tubes in San Francisco and on the 63rd Street Tunnel in New York, a project which included Weeks Marine and Parsons Brinckerhoff as well.

Additional evidence of the prior working relationships between the construction team and the design leader, Parsons Brinckerhoff, is shown in the Figure below. Included in Parson Brinckerhoff’s extraordinary experience in tunnel design is the Fort McHenry Tunnel constructed by Skanska Civil and Kiewit. They have also served as the construction manager for the Woodrow Wilson Bridge, a prominent VDOT project which included Skanska Civil.

Equity and PPP Relationships Skanska ID and Macquarie are currently working together on VDOT’s on-going procurement of the US Route 460 from Suffolk to Petersburg.

Macquarie and Kiewit have previously worked together bidding for the Port Mann / Highway 1 in British Columbia (they have been announced as the “Preferred Proponent”), SH 121 in Texas, and British Columbia’s Sea to Sky Project.

Skanska ID and Skanska USA Civil, both members of the Skanska Group, have by nature a close working relationship and have joined together in the development of several PPPs around the US including US Route 460 and SH 121 in Texas.


SECTION

10.4.3

Projects Skanska

ID MacquarieSkanska

Civil Kiewit Weeks Marine

Parsons-Brinkerhoff

Virginia Route 460 - Conceptual Proposal DP DP LC SH 121Proposal, Texas LD LC South Bay Expressway PPP Project LD LR SH 121Proposal, Texas LD JVC LR Port Mann PPP Project (Preferred Bidder), Vancouver LD LC

Sea to Sky PPP Proposal, British Columbia LD LC Fort McHenry Tunnel, Baltimore JVC LC LR Woodrow-Wilson Bridge (substructure) LC PM/CM Hampton Roads Bridge Tunnel 1 LR Hampton Roads Bridge Tunnel 2 LC JVC LR Downtown Tunnel 1 LR Downtown Tunnel 2 LR Midtown Tunnel LR Chesapeake Bay Bridge Tunnel LC JVC 63rd Street Tunnel, NYC JVC LC JVC LR B A R T Tubes, San Francisco JVC LC LR Cooper River Bridge, SC LC LR I-15 Design/Build, Utah LC DJVM I-25 Design/Build, Colorado LC DJVM SR 91 Express Lanes, CA LC LR San Joaquin Hills Toll Road LC LR I-40 / Coors Blvd, Albuquereque, NM LC LR I-70 Glenwood Canyon, CO LC LR Salt Creek Bridge, Bay County, FL LC LR I-125/I-40 Interchange (Big I), Albuquerque, NM LC LR

I-4, Tampa, FL LC LR Tappan Zee Bridge, NY LC JVC Willis Avenue Bridge, NYC LC JVC Brooklyn Battery Tunnel LC LR

LD Lead Developer LC Lead Contractor LR Lead Designer

DP Development Partner JVC JV Contractor DJVM Design JV Member

PM/CM PM/CM

.2 Conceptual Finance Plan


SECTION

10.4.3

10.4.3.2. CONCEPTUAL FINANCE PLAN

The members of ERC have extensive experience and a successful track record in the financing of complex projects. They also understand the key role that financing plays in Public-Private Partnership (PPP) transactions, both in terms of making the project happen and in terms of delivering the best value to the public sector.

The sponsors have had success in financing similar PPP projects. Macquarie has been involved in some of the largest infrastructure financings in the world including the APRR road network in the east of France, BrisConnect, and Thames Water. Macquarie has raised over $8 billion in financing for US toll roads in the past 2 years. Skanska ID has financed the E39 Highway in Norway and the Autopista Central in Santiago, Chile and is currently in the process of closing the financing for the availability based M25 Ring Road in the UK.

Macquarie Capital (USA) Inc. (“MCUSA”), acting as Financial Advisor to ERC, is highly experienced in sourcing competitively priced capital and implementing innovative financing structures to maximize the value of a project. MCUSA has an established track record of arranging innovative and optimal debt funding solutions on many recent infrastructure projects.

Public Private Approach ERC believes that an innovative PPP best supports VDOT’s objectives of maximizing private investment while minimizing public funds without adversely affecting other planned projects.

ERC’s proposal contemplates that project risk and responsibility will be shared between VDOT and ERC according to an established PPP principle; risks should be allocated to the party best suited to manage them. For example, in order to deliver maximum value to VDOT, ERC anticipates assuming and mitigating the traffic risk as per the following approach:

Risk Proposed approach

Toll revenue forecasting risk

ERC will manage this risk by working with well-credential external traffic advisers in developing the traffic forecasts and at the same time applying substantial in-house expertise. ERC’s financing plan will also include sufficient reserves and contingencies to facilitate operations during the ramp-up period to reduce risk to the senior lenders.

Toll collection risk

ERC will apply best practices from other AET facilities and its Virginia tolling experience. The comprehensive agreement will need to describe the tolling regime in a clear and unambiguous manner in order to minimize the risk of any future political or legal challenge to the setting of the tolls and provide for satisfactory enforcement provisions against toll violations.

A unique financing characteristic of this project is the significant traffic demand that uses the existing facilities. Unlike a new location toll facility, this Project can demonstrate to potential lenders strong, real demand as well as latent demand to utilize the improvements. The key to unlocking this potential, however, is the successful implementation of open road tolling.


SECTION

10.4.3

Options where VDOT retains the traffic risk are seen as less optimal in terms of the objective to minimize the use of public funds for the Project, as they would require the retention of a significant financial risk.

Financing Strategy Due to these strong fundamentals and despite recent turmoil in the financial markets, the sponsors believe that the financing plan is achievable. ERC believes it will be able to secure the most cost-effective debt capital from the following viable financing options:

Bank Debt - debt sourced directly from one or more banks that may or may not syndicate the debt by selling it onto other banks at a later date;

Capital Markets Debt - notes, credit agreements and/or bonds issued into the private finance market on behalf of the project company by an underwriter;

Private Activity Bonds (PABs) - tax-exempt bonds that can be issued by Government entities in the case of projects with a public benefit that meet a strict definition; and

TIFIA - typically takes the form of a concessional loan from the U.S. Department of Transportation to qualifying transportation projects, but support may also be provided in the form of a loan guarantee or a line of credit.

The various sources of debt financing may be used in combination with each other. Due to a significant new construction component in the Project, ERC will actively pursue the use of PABs and TIFIA for financing as well as other innovative financing that may be available at the time when the final financial structure is developed.

With regard roles and responsibilities, ERC would need VDOT’s assistance coordinating TIFIA and PABs through the appropriate agencies. ERC would be fully responsible for all private sources, ratings and credit enhancements.

The sponsors would seek to obtain long-term, cost-effective financing, secured by project revenues, with strong commitments from financiers and bond underwriters at bid submission, thereby minimizing financing risk for the Project. This would also serve to help insulate VDOT from the financing risks.

The sponsors also intend to provide financial support by investing a significant level of equity in order to secure a financial structure that would be satisfactory to financiers and rating agencies. ERC’s equity members have extensive experience in structuring PPP financings and therefore expect to provide value to VDOT by bidding on the basis of a competitive cost of equity. Equity contributions are intended to be committed at financial close and would constitute the main financial exposure of the equity members in the Project. This approach is common for financing projects of this nature.

Furthermore, if appropriate to optimize capital structure, ERC will consider using subordinated debt. The sponsors have successfully used subordinated debt on a number of large and complex transactions, including Dulles Greenway, Chicago Skyway, South Bay Expressway and Edmonton Ring Road as well as other projects in Europe and South America.

Financial Analysis and Toll Levels ERC has applied significant resources, including a large team of professionals from its sponsors, financial advisor and external consultants, in order to develop a conceptual


SECTION

10.4.3

financial plan that meets VDOT’s objective of maximizing private investment while minimizing public funds.

In order to achieve this objective, tolls would be implemented on the Downtown Tunnel, the Midtown Tunnel and the MLK Extension.

Given that public funds from VDOT are not available for the Project, ERC has modelled toll rates that should allow the Project to repay debt, be operationally self-sustaining and provide a reasonable return on investment. These toll rates fall in a range depending on several primary assumptions: toll rate escalation (CPI or Nominal GDP / capita) and whether or not congestion based tolls could be charged. Congestion charging has been shown to be an effective tool for managing traffic flows on facilities with limited capacity such as the Elizabeth River tunnels. Other key variables such as commercial vehicle tolls and the term of the comprehensive agreement would also affect the rates.

Bottom of Range Top of Range

Toll Rates ($2008) $2.00 $3.00 Key Variables ⎯ Tolling Regime (introduction of Congestion Tolling)

⎯ Toll Escalation ⎯ Multiple of Commercial vehicle tolls to Passenger vehicle tolls ⎯ Comprehensive Agreement Term

If tolls are set at higher levels than the range indicated above, then various payment mechanisms could provide surplus funds to VDOT. Alternatively, applicable toll rates could be further reduced by changing the following assumptions: concession term, tolling structure, additional value engineering, and network improvement.

Please note that these toll rates are based on information received by ERC to date and its preliminary estimates of construction and operating costs. This information is preliminary for the Conceptual Proposal and is therefore indicative and subject to refinement.

Notes: 1. A Comprehensive Agreement term of 50 years is assumed 2. Truck tolls are equal to three times the car tolls; 3. Assumes the toll rates shown would be escalated between 2008 and the projected opening in 2014 and

annually thereafter; 4. Debt structure assumes PABs and TIFIA; 5. Assumes tolls on MLK extension would $0.50 for cars and $1.50 for trucks; and 6. Assumes a fee of $1.00 per vehicle for image-based tolls to partially defray the cost of mailing invoices and

collection.

.3 Performance Security andInsurance Coverage Approach


SECTION

10.4.3

10.4.3.3. PERFORMANCE SECURITY AND INSURANCE COVERAGE APPROACH

Certainty of construction delivery and continued operations are critical components that are necessary to obtain financing for any infrastructure project. ERC takes these responsibilities very seriously and views them as part of the overall risk management for the project.

The ERC team has undertaken a preliminary risk management workshop for this project and will conduct a more rigorous risk review once the draft comprehensive agreement is released (currently advised by VDOT to be June 2009). Key risks will be assessed, including probability of occurrence, likely financial and reputational impact, and possible mitigations. Where a risk rests primarily on the project company, ERC will obtain insurance coverage to provide necessary protections. Further discussion of ERC’s views on specific risk allocation for this project is contained in Section 10.4.4.2 and the accompanying Risk Registers.

ERC will require security from the design-build contractor in their contractual agreement, thus alleviating the need for VDOT to require additional performance security directly from the contractor.

ERC recommends the insurance program set out below based on:

Typical insurance programs put in place for projects of a similar nature; Adequate protection of the interests of VDOT, lenders and equity investors in the Project;

and Insurance coverages that can be obtained under prevailing conditions in the insurance

marketplace, utilizing carriers acceptable to the Commonwealth and Lenders. However, over the course of the procurement, conditions will vary, altering the optimal insurance structure from time to time.

Concessionaire Provided Insurance Coverage:

Coverage Description Suggested Coverage ($)

Builders’ Risk (only during construction)

Insures for the replacement cost of the construction project (includes testing and commissioning, delay in start-up, soft costs, extra expense and expediting expense coverage)

Maximum Probable Loss

Wrap-up Insurance

Insures for miscellaneous items during construction not covered by the Builders’ Risk (marine liability, motor vehicles, property in custody, damage to property)

$100 million

Delay in Start Up Covers delays to construction completion for climatic events

$100,000,000

Environmental Impairment

Covers remediation of a pollution event as well as third party liability

$25,000,000


SECTION

10.4.3

Coverage Description Suggested Coverage ($) Liability Directors and Officers

Coverage for wrongful acts $10,000,000

Crime Covers employee dishonesty $5,000,000 Commercial General Liability Insurance

Covers all operations on an occurrence basis against claims for personal injury (including bodily injury and death), property damage (including loss of use)

$100,000,000

Property & Business Interruption Insurance

Covers property damage and includes business interruption

Probable Maximum Loss

Automobile Liability

Covers third party property damage and bodily injury liability (including accident benefits) arising out of use any automobile

$25,000,000

Workers Compensation

Covers statutory workers compensation requirements for work related injuries or deaths

Statutory requirements in Virginia for a project of this nature

Construction Joint Venture Provided Insurance

Coverage Description Suggested Coverage ($)

Off – Site General Liability Insurance

For all off-site exposures not covered by the Concessionaire’s wrap-up policy.

$100,000,000

Automobile Liability

Automobile Liability for CJV. $25,000,000

Contractors Equipment

Covers physical loss or damage to equipment of contractor

Probable Maximum Loss

Professional Liability

Covers claims arising out of errors and omissions during the performance of professional design services

$25,000,000 per claim $50,000,000 aggregate

Marine Liability Covers liability arising out of the operation of watercraft in the course of the construction project

$100,000,000

Workers Compensation

Covers statutory workers compensation requirements for work related injuries or deaths

Statutory requirements in Virginia for a project of this nature


SECTION

10.4.3

Macquarie and Skanska ID have arranged, as PPP developers, comprehensive insurance packages for large infrastructure projects such as the Indiana Toll Road, the Chicago Skyway, the Dulles Greenway, the Autopista Central and the E39 Highway.

Similarly, the members of the design-build team have experience regularly obtaining the required coverages for the projects they undertake.

Work History Forms containing the requested performance security and insurance information follow this section. Every infrastructure project is complex and unique. Therefore, no single solution to insurance coverage is optimum in all cases; rather the program must be tailored to the specific conditions of the project.

Attachments

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE G1

10 4 3 3 ATTACHMENT G PERFORMANCE SECURITY AND INSURANCE COVERAGE APPROACH WORK HISTORY FORM 1 (FINANCIAL)




D. Project Cost E. Third Party Reference Name, Organization, Phone Number





Indiana Toll Road, Indiana 158-mile long divided highway running the full length of northern Indiana connecting to the Chicago Skyway (West) and the Ohio Turnpike (East). Macquarie Capital (USA) Inc. advised Macquarie Infrastructure Group (“MIG”) and Partner on the lease. The consortium received a concession to operate the road for 75 years. Real tolling with schedule set until 2010 after which tolls will increase at the greater of 2%, CPI and nominal GDP per capita growth. Cash and electronic tolling (including the use of RFID tags).



2006 (Financial Close) Insurance Toll Road life cycle phase: Operations & Maintenance Insurance Policies: ⎯ Workers Compensation ⎯ Commercial general

Liability ⎯ Automobile Liability ⎯ Property ⎯ Builders Risk ⎯ Pollution Legal Liability ⎯ Professional Liability ⎯ Railroad Protective Liability Security None

Insurance In compliance with the requirements of the Concession Agreement, ITRCC (Concessionaire) has obtained insurance policies relating to the operations of the Indiana Toll Road. Security None

Insurance Insurance Coverage: ⎯ Workers Compensation =

$0.5M per accident ⎯ Commercial General Liability =

$6.1M ⎯ Automobile Liability = $1M ⎯ Property = $525M ⎯ Builders Risk = replacement

cost ⎯ Pollution Legal Liability = $5M ⎯ Professional Liability = $7M ⎯ Railroad Protective Liability =

$6M Security None










Chicago Skyway, Chicago, Illinois 8-mile, six lane toll road south of Chicago that links Interstate 90 from the Illinois/Indiana State border to the Dan Ryan Expressway, which runs directly into downtown Chicago. Macquarie Capital (USA) Inc. advised MIG and Partner on the lease. The consortium received a 99-year concession for operation of the road. Real tolling with a specified toll regime from 2008 to 2017. Tolls post 2017 increase by the greater of 2% per annum, CPI or nominal GDP per capita growth. Cash and electronic tolling (including the use of RFID tags).



2005 (Financial Close) Insurance Toll Road life cycle phase: Operations & Maintenance Insurance Policies: ⎯ Property ⎯ Directors & Officers

Liability ⎯ Employment Practices

Liability ⎯ Fiduciary Liability ⎯ Crime ⎯ Environmental Liability ⎯ Commercial General

Liability ⎯ Automobile Liability ⎯ Umbrella Liability ⎯ Excess Liability ⎯ Worker’s Compensation Security None

Insurance In compliance with the requirements of the Concession Agreement, SCC (Concessionaire) has obtained insurance policies relating to the operations of the Skyway. As well, SCC has obtained insurance policies for work performed in connection with capital improvement projects on the Skyway. Security None

Insurance Insurance Coverage: ⎯ Property = $670M ⎯ Directors & Officers Liability =

$5.3M ⎯ Employment Practices Liability

= $5.3M ⎯ Fiduciary Liability = $1.1M ⎯ Crime = $7M ⎯ Environmental Liability =

$20M ⎯ Commercial General Liability =

$9.3M ⎯ Automobile Liability = $3M ⎯ Umbrella Liability = $75M ⎯ Excess Liability = $150M ⎯ Worker’s Compensation = $3M Security None


Dulles Greenway, Virginia

14-mile operating toll road linking the Dulles International Airport to Leesburg, VA.

Macquarie acquired the business on an exclusive, privately negotiated deal. The concession expires in 2056.

Tolls set by the Virginia State Corporation Commission on application through to end of 2012 and from 2021 on. Cash, electronic and credit card toll collection.

Project Owner: Macquarie Infrastructure Group (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000

Macquarie Infrastructure Partners (50%) 125 W 55th St, Level 9 New York, NY 10019 P: (212) 231 1000

Project Manager: Tom Sines P: (703) 668 0030

$1,474 million Deborah Brown

Virginia Department of Transportation

P: (804) 786 4311

2005 (Financial Close) Insurance Toll Road life cycle phase: Operations & Maintenance

Insurance Policies: ⎯ Property & Machinery ⎯ General Liability ⎯ Crime ⎯ Automobile Liability ⎯ Workers Compensation ⎯ Commercial Umbrella

Liability Security

None

Insurance In compliance with the requirements of the Concession Agreement, TRIP II (Concessionaire) has obtained insurance policies relating to the operations of Dulles Greenway.

Security None

Insurance Insurance Coverage: ⎯ Property & Machinery =

$255M (replacement cost) ⎯ General Liability = $1M in each

occurrence, $2M in aggregate ⎯ Crime = $1M ⎯ Automobile = $1M ⎯ Workers Compensation = as

required by the relevant state statutes

⎯ Commercial Umbrella Liability = $100M

Security

None









(4) Skanska Infrastructure Development, Inc

Autopista Central, Santiago, Chile This 38 mile long, 6 lane toll road is the main artery of the toll road system in Santiago, Chile. It is equipped with an advanced free-flow toll system that enables each driver to pass the toll stations without stopping. Tolls from as many as 300,000 vehicles per day are collected by the SPC, which operates the road at full market risk.

Project Owner: Skanska Infrastructure Development (50% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Asset Manager : Salahdin Yacoubi +56-2-820-5694

$811 million Leonel Vivallos Chilean Ministry of Public Works +56-2-449-6830

2003 Insurance O&M Insurance Policies: ⎯ Property ⎯ Third Party Liability ⎯ Business Interruption ⎯ Workers Compensation ⎯ Employers Liability Security Construction guarantee, Letter of Credit, provided to the Client. After completion of construction, Operation guarantee, Letter of Credit, provided to the Client. Security provided to Monoline insurer for bond issue, including: ⎯ Normal security package,

including pledging of accounts, contracts and shares;

⎯ Letters of Credit for certain contingent equity obligations;

⎯ Sponsor guarantees (which are several and not joint) for construction completion;

Insurance In compliance with the requirements of the Concession Agreement, the Concessionaire has obtained insurance policies relating to the O&M of Autopista Central. Security Posted in 2002 First part in 2004 but increased as sections completed Posted on closing of financing in 2003

Insurance Insurance Coverage: ⎯ Property = $730M ⎯ Third Party Liability = $1M ⎯ Business Interruption = $100M ⎯ Workers Compensation =

Included in payroll ⎯ Employers Liability = Included

in Third Party Liability Security Approx $24M Approx $11M Guarantee agreement entered into by Skanska and Dragados parent companies









(5) Skanska Infrastructure Development, Inc

E39 Motorway, Norway A new coastal highway built to replace an outdated and dangerous road in Norway. The new alignment resulted in 6.3 miles of tunnel. Financed, designed, built and operated as a PPP, the project is the country's first PPP and the largest road contract awarded in Norway.

Project Owner: Skanska Infrastructure Development (50% shareholder) Råsundavägen 2, 169 83 Solna, Sweden Project Manager: Gunnar Lundberg +46-8-504-357-72

$310 million Kjersti Billehaug Norwegian Public Roads Administration+47-2207-3024

2003 Insurance O&M Insurance Policies: ⎯ Property ⎯ Third Party Liability ⎯ Business Interruption Security No performance security provided to the Client. However, availability payments by Client to SPC with a right to deduct for lack of performance. Lenders are provided normal security package, including pledging of accounts, contracts and shares. No financial guarantee is provided to the Lenders.

Insurance In compliance with the requirements of the Concession Agreement, the Concessionaire has obtained insurance policies relating to the O&M of the E39. Security Posted on closing of financing in 2003

Insurance Insurance Coverage: ⎯ Property = $45M ⎯ Third Party Liability = $50M ⎯ Business Interruption = $18M Security -

.1 Innovations and Ideas


SECTION

10.4.4


10.4.4.1. INNOVATION AND IDEAS

Elizabeth River Crossings (ERC) has prepared preliminary engineering sketches and design criteria, and has performed preliminary quantity takeoffs and an estimate of the construction costs for the Midtown Tunnel/Downtown Tunnel/MLK Extension Project (“the Project”). During the course of this work several issues have been identified that would bear closer scrutiny during the Detailed Proposal phase. These issues are considered ripe for possible innovative approaches as discussed below:

DESIGN Concrete tunnel – while round, steel tunnel construction has been the norm in the US, a

rectangular, concrete tunnel is proposed due to the efficiency and cost advantages of reinforced concrete.

Jet fans – while jet fans have not been the standard solution in US tunnel applications in the past, they are able to efficiently vent exhaust gases and provide fire/smoke control in modern tunnels. They can save space and reduce the cost of the tunnel structure by eliminating plenums.

16’-6” clear height – The Monitor Merrimac Memorial Bridge Tunnel is essentially constructed to a 16’-6” internal clearance, and is posted for 16’ clear. Providing 18’-0” clear for the new Midtown Tunnel, instead 16’-6” clearance will require an additional 1’-6” of dredge depth, plus the resulting change in side slopes and approach grades. Providing clearance in excess of the common 16’-6” will not result in any additional benefit to the travelling public, as all of the other roads and tunnels in Hampton Roads cannot accommodate trucks in excess of this height. In the event that the tunnels must eventually accommodate LRT or other intermodal vehicles, 16’-6” provides sufficient clearance for light rail trains and overhead electric buses. Several places on the new HRT system now under construction in Norfolk have vertical clearances under 14’-0”, which is within the operating parameters of their vehicles.

Altered alignment of new tube – As discussed in the May, 2007 Value Engineering Study, the environmental documentation shows the new tunnel too close to the existing (about 12’ clear) for the new tunnel to be safely constructed. Since the new tube will require a trench dredged to approximately the same depth as the original trench, the side of the existing tunnel will be exposed, which would place unanticipated bending stresses on the existing tube, as well as potentially affect the stability of the tunnel. Placing the tubes about 103’ c/c allows room for a short cut-off wall between the old and new tubes to help stabilize the old tube, as well as minimize the disturbance of the old tube. The 103’ offset also provides for optimal connections to the existing road pattern on both approaches to the tunnel, as is shown in the figure on page 43. Placing the tubes even


SECTION

10.4.4

further apart would eliminate the cut-off wall, but require a horizontally curved alignment to still make connections to the existing roadways.

Replace US-58 / Hampton Blvd / Brambleton Avenue Interchange in Norfolk - Replacing the existing interchange in Norfolk would better fulfill the project objectives of providing a “transportation facility that may be integrated into the operations of a regional transportation network and that increases capacity, is safe and efficient and serves as an emergency evacuation route.” The existing interchange in Norfolk includes single-lane ramps with low operating speeds (10 mph posted speed). It is likely that when the additional tunnel is built the existing interchange with low speed ramps will become the bottleneck in the traffic operations between US-58, Brambleton Ave., and Hampton Blvd. Having the interchange capacity as a bottleneck would likely result in continued queues on each of the roadways approaching the interchange, including into the eastbound tunnel from Portsmouth. Reconstructing the interchange to a design that would maintain access to each of the major approaches, as well as to Raleigh Ave for access to the Lambert’s Point industrial area, while meeting current geometric design standards would eliminate the interchange bottleneck in the transportation network. This would further reduce traffic congestion, increase capacity, and allow for greater flexibility in both day-to-day operations and evacuation route operations.

CONSTRUCTION Bayshore, Inc. pre-casting yard –the advantages (cost, efficiency, quality control, towing

proximity, and self-perform capability) of using a Skanska company’s facility for fabrication of the tube sections could prove beneficial to the Project.

Sheet piling / cut-off wall – as discussed above, a wall may be required to place the new tube alignment. ERC would install a sheet piling or a slurry cut-off wall to stabilize the foundation and backfill of the existing tube.

OPERATIONS Hiring VDOT employees – ERC is prepared and willing to evaluate and hire the

employees most needed and most familiar with on-going operations in the existing tunnels provided suitable arrangements can be made. The current VDOT organizational structure would likely be adopted initially if ERC is required to assume responsibility for the tunnels immediately upon NTP for the Comprehensive Agreement.

Bi-directional traffic – ERC’s preliminary investigations have focused on uni-directional traffic, which would also accommodate reversible and bi-directional traffic for short periods, such as during maintenance and emergency evacuations. The Department’s response to questions in late August indicated that routine bi-directional traffic capabilities would be required. Uni-directional traffic allows a jet fan system to be used for tunnel ventilation. Jet fans require a smaller cross-section, no fan houses, and less maintenance cost. In addition, the smaller tunnel cross-section allows for the new alignment to be closer to the existing tunnel. Jet fans rely on being able to carry smoke and heat away from the fire through the tunnel itself, instead of through separate ducts. Typically this is done by directing the smoke and heat in the direction of normal traffic flow, based on the assumption that cars will be trapped behind the fire, but not in front of it. With bi-directional traffic, it is likely that cars will be trapped on both sides of the fire, thus smoke and heat will be carried over stalled traffic – an unacceptable situation.


SECTION

10.4.4

While this may be adequate or mitigated during times of low traffic (such as for night maintenance closures), or with special fire watches or operating rules, it is not desirable for routine operations. For routine operations with bi-directional traffic, the addition of separate exhaust ducts would be recommended. These can either be the classic upper and lower exhaust and supply ducts as found in the existing Midtown Tunnel, or through the use of side exhaust ducts, with the tunnel itself being used as the supply duct. By exhausting smoke and heat through a separate duct, the air over traffic travelling in two directions can be kept clear during evacuations. This method does require a wider tunnel to accommodate the exhaust duct (which increases dredging costs, as well as fabrication costs), as well as fan houses on each end of the tunnel.

MAINTENANCE One of the advantages of procuring a project through a Public-Private Partnership (PPP)

is a reliable revenue stream over the term that can be committed to maintenance. This allows the private company to take a lifecycle view of the physical infrastructure and equipment and optimize costs with a long-term view during initial design and planning. This approach to maintenance is not always available to the public sector which sometimes must seek annual appropriations that limit a long-term view. ERC believes strongly in optimizing lifecycles costs and will rigorously apply this approach to the Project.

.2 Risk Allocation


SECTION

10.4.4

10.4.4.2. RISK ALLOCATION

The principle of balanced risk allocation in Public-Private Partnerships (PPP’s) is that the party best able to control a risk should bear the responsibility for managing it, thus delivering the maximum value-for-money. The party assuming a risk must therefore be experienced at identifying, quantifying, and either eliminating or significantly mitigating such risk. Assignment of and risks to the private sector that are can be quantified, mitigated and thus priced into the proposal is also of critical importance. This allows the private sector to provide a financially committed bid. The importance of proper risk allocation, quantification and pricing is particularly important given the current turbulence in the financial markets. As experienced PPP developers, Skanska ID and Macquarie, view managing risks as a core part of their business and essential to a successful PPP.

Both Equity Members have strict internal guidelines for identifying, tracking, mitigating, and managing risks. These robust internal risk management processes and industry leading experience over a broad spectrum of PPPs will be brought to bear for the benefit of the Project and to ensure the most efficient risk management practices.

ERC will have the ability to assume major risks in areas including traffic and revenue, asset operations and maintenance and to manage design, construction, and financing risks in a most cost effective manner as well. Similarly, VDOT would be expected to carry risks for policy, legislative and environmental approvals, as well as certain site and asset conditions and surveys, and for such other risks that it would have the best ability to cost-efficiently assume. Subject to the terms and conditions to be agreed in the Comprehensive Agreement (CA), ERC would hence expect to absorb and share risks as customary for projects of this nature. ERC furthermore has extensive experience in developing the appropriate flow-down of risks from the CA to the design-build contractor or any other subcontracted entity that is best placed to mitigate risks such as quality, cost and schedule. As a point of reference, the members of ERC’s design-build contractor team, consisting of Skanska USA Civil, Kiewit, Weeks Marine and Parsons Brinkerhoff also have extensive experience successfully managing their respective flow-down risks in complex, large infrastructure projects.

ERC will work with the following principles of risk management for the Project:

1. Identify 2. Assess 3. Allocate 4. Accept, study and control through financial, contractual, and legal mitigation. Separate risk registers for Pre-Financial Close and Post Financial Close immediately follow this section. These registers describe ERC’s initial evaluation of risks on the Project based on the best information available at this time. These registers will be further developed during the ongoing procurement, as well as during the pre-implementation and life-cycle analysis stage of the Project. This development will include detailed allocation and mitigation strategies for all major risks. Input will also be sought from VDOT and other key public stakeholders as well as from the financial markets, as a balanced risk and cost-efficient allocation is vital to developing a financeable project.

Attachments

ELIZABETH RIVER CROSSINGS DOWNTOWN TUNNEL/MIDTOWN TUNNEL/MLK EXTENSION CONCEPTUAL PROPOSAL PAGE H1-1

RISK REGISTER 1 ATTACHMENT H1 RISKS THAT HAVE POTENTIAL CONSEQUENCE BEFORE THE FINANCIAL CLOSING DATE

Risk category Risk topic Project Risk/opportunity - Offeror to describe Project risk regardless of contemplated allocation under Agreement

Assignment(V, C, S)

Potential consequence to the Project BEFORE Close of Finance

Severity (H,M,L)

Probability (H,M,L)

Offeror’s strategy to mitigate Project risk (and/or where appropriate Offeror’s suggestion for VDOT action to mitigate Project risk)

1.1 Permitting and approvals

Underestimating timing and process for obtaining applicable permits and/or local approvals.

S Delay to Financial Close Economics of Bid affected

M L VDOT formally has to apply for certain permits. Offeror will coordinate permitting efforts and pass risk through to the Design/Build Contractor, (DBC) having ample experience obtaining permits. Delay of permits/approvals outside of Offeror’s control should constitute a Relief Event (time and/or compensation).

1.2 MPO/FHWA approvals

Underestimating the timing and process for obtaining MPO and/or FHWA approvals.

V Delay to FC Cancellation of Project

H M VDOT will be expected to secure necessary MPO / FHWA approvals including ROD prior to bid submittal (or give a very high probability of obtaining these prior to FC).

1 Planning / Approvals

1.3 Navigable waters Underestimating timing and process for obtaining applicable permit.

C Delay to FC Economics of Bid affected

L L Offeror, through the DBC, has experience in obtaining these permits in a timely fashion.

2.1 Legislative change Change of PPP-enabling legislation affecting Project’s viability. Unclear legal framework. Inconsistent use of public policies.


H L The PPTA legislation of 1995, its Implementation Guidelines and the use of these in prior PPP projects should mitigate these risks.

2.2 Regional/ Local support

Lack of regional and/or community support for the Project and/or procurement process.

S Delay to FC Cancellation of Project

M L Public sector stakeholders need to make their support of and rationale behind the Project clear and compelling. The Request for Detailed Proposals (RFDP) and CA should include key factors relating to a joint Stakeholder Communication / Community Outreach Plan, to be implemented from Preferred Bidder/FC) announcement.

2.3 Political/policy change

Change in political leadership/policies leading to discontinued support of PPPs and the Project after bid submittal.


H L VDOT must secure necessary political and policy approvals in advance of bid submittal and assume these risks in the RFDP and CA.

2 Legislative / Policy

2.4 Public information and relations

Mismanaged or inaccurate information spread to the public and/or key stakeholders. Opportunity: Inform and educate the community about the benefits of the Project.

S Delay to FC M M See 2.2; “Stakeholder Communication / Community Outreach Plan”.

3.1 Public funding Lack of availability of PABs and/or TIFIA at bid submittal and/or FC.

S Delay to FC Cancellation of Project Economics of Bid affected

H M VDOT must allow for sufficient time to perform an investment-grade traffic & revenue study and for any loan applications to be processed. VDOT must define the basic construction scope, concession term, initial toll levels, and toll escalation mechanism so as to provide sufficient certainty to enable Offeror to obtain committed financing. Offeror will assist VDOT in preparing public debt funding applications, but VDOT needs to manage any internal requirements for it to be the formal applicant of public debt financing.

3.2 Contract failure / dispute

Lack of adequate contract failure / dispute resolution provisions included in RFDP and CA.


H L RFDP and CA should include appropriate mechanisms for dispute resolution and contract breach.

3 Commercial

3.3 Market interest Lack of market interest from the private sector, i.e. the number of firms interested in bidding for the Project.

V “Best Value” not achieved L L A clearly defined scope, a structured and transparent procurement process, and a balanced CA optimizing risks and rewards will allow for maximum private sector participation.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


3.4 Tolling potential Tolls not permitted on the entire facility. Toll increases do not have automatic indexation formulas established at bid.

V Inability to reach FC

H L VDOT should define the permitted tolling levels and provide certainty that tolling of the entire facility will be allowed. Allow for automatic tolling increases in accordance with a pre-established indexation mechanism.

3.5 Traffic and revenue

Inaccurate traffic and revenue forecast being used in bid.

C Delay or inability to reach FC Economics of Bid affected

H M Offeror is highly experienced in performing and analyzing T&R forecasts, but must be allowed adequate time to do so. A first-class consultant will be retained to independently assist with this. VDOT must provide certain information, such as Origin – Destination surveys, traffic counts, etc.

3.6 Cost/availability of finance

Market conditions making Project financing cost-prohibitive or unobtainable.

S Delay or inability to reach FC Economics of Bid affected

H M Offeror has significant experience and relationships with the capital markets. A reputable, highly experienced financial advisory team will be engaged to assist in developing a funding strategy, financing plan and financial model. Offeror will work proactively with a strong group of bank lenders to ensure full funding flexibility and prepare a fully committed funding proposal that is conducive to achieving FC in a timely fashion. Offeror would expect a risk-sharing mechanism in the CA in case the project financing is unobtainable or cost-prohibitive.

3.7 General economic conditions

General economic conditions (growth, inflation) result in overestimating revenues or underestimating costs in bid.

C Economics of Bid affected M L Offeror’s bid will reflect current and forecasted economic conditions based on extensive experience and expertise.

3.8 Construction inflation

Escalation of construction price not properly incorporated into bid.

C Economics of Bid affected L L Offeror’s bid to be valid for 60 days. Delays caused by VDOT longer than that should be compensated for separately. The DBC will include a contingency calculated based on its experience from similar projects. Long-term arrangements for certain materials and labor from local or other subcontractors will be made to ensure the most cost-efficient solution.

3.9 Bonding and insurance

Market conditions make bonding and insurance cost-prohibitive or unobtainable vs. what is foreseen at bid.


H M Offeror’s team members, including the DBC, are highly experienced in obtaining cost efficient insurance and bonding coverage. VDOT should set reasonable requirements and be willing to consider innovative insurance solutions. VDOT would also be expected to self-insure for certain risks, such as for terrorism.

3.10 Competing Facilities

VDOT or local government agency plans for, or approves, a competing facility that was not disclosed at the time of bid.

V Delay or inability to reach FC Economics of Bid affected

H L VDOT should disclose all known, competing facilities being planned, including multi-modal and light rail transportation, so that the Offeror can factor these into its bid.

3.11 Connecting Facilities

Level of service of connecting facilities is overestimated. Opportunity: Increased connectivity which enhances the financial viability of the Project.

V S

Delay or inability to reach FC Economics of Bid affected

M L VDOT should commit to connecting facility service levels and bear the risk for any agreed-to service levels of connecting facilities not being met. VDOT will be expected to disclose all known, connecting network changes planned so that the Offeror can factor them into its bid. Offeror/Concessionaire will assist VDOT in evaluation of connecting facility improvements that can increase overall Project throughput during concession period.

3.12 Other commercial opportunities

Seeking of third party revenues distracts Offeror from planning for the effective and efficient management of the concession. Opportunity: Additional revenues.

C Economics of Bid affected L L Offeror to evaluate alternate commercial opportunities. VDOT should maintain a flexible approach towards pursuing such options as revenues from other sources could somewhat offset the need for tolls and may also provide opportunity for revenue-sharing.

3.13 Other: Bid Validity Expiry

Risk that bid validity expires before CA is entered into.

V Cost Overruns Delay or inability to reach FC

M M A comprehensive RFDP and, balanced CA being issued by VDOT , as well as approval processes and approval dates being predictable, will mitigate the risk of delays leading to the expiry of Offeror’s bid validity period (expected to be 60 days).



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


4.1 NEPA Process Delayed environmental documentation and approvals.

V Delay or inability to reach FC Project Cancellation

H M VDOT should assure Offeror that necessary NEPA approvals will be in place prior to FC and assumes the risk for that not being the case. VDOT would be expected take action to ensure that approvals allow for a more flexible new tunnel alignment, as the current alignment contemplated represents a major challenge from a commercial viability and safety standpoint.

4.2 Permitting Underestimating the timing and process for obtaining needed local environmental permits.


M L VDOT formally has to apply for certain permits. Offeror will coordinate the permitting efforts and pass risk through to the DBC for design and construction related environmental permits, which has ample experience obtaining these. Delay of permits/approvals outside of Offeror’s control should constitute a Relief Event (time and/or compensation).

4.3 Hazardous materials

Ownership and condition of existing sites unclear, known and unknown.

V Delay to FC

H M Full due diligence to be carried out by VDOT pre-bid. While the Offeror through its DBC will conduct preliminary validation surveying prior to bid submittal, VDOT should survey and release all available data, and update it as needed. The Offeror must be able to rely on such information provided. Protection such that the Offeror is not considered the generator of existing hazardous materials at existing sites will also be required in CA.

4.4 Historic/Cultural Resources

Unknown sites, inaccurate information on known sites.

V Delay to FC

H M Full due diligence to be carried out by VDOT pre-bid. While Offeror through its DBC will conduct preliminary data validation prior to bid submittal, it will expect to rely upon VDOT information released which should be updated as needed. Protection such that the Offeror is not considered liable for relying upon inaccurate information, or taking the risk for unknown sites, will be required in CA(Relief Event)

4 Environmental

4.5 Subsurface Conditions

Geotechnical conditions being underestimated at bid.

S Delay or inability to reach FC

H L Full due diligence to be carried out by VDOT pre-bid. While Offeror through its DBC will conduct geotechnical data validation prior to bid submittal, it will expect to rely upon VDOT information being provided and updated as needed. Protection such that the Offeror is not considered liable for relying upon inaccurate information provided by VDOT, or taking the risk for unknown geotechnical conditions, will be expected in CA (Relief Event).

5.1 Unknown utilities Unknown utilities, inaccurate information on known utilities vs. such foreseen in bid.

S Delay to FC

M M Full due diligence to be carried out by VDOT pre-bid. While Offeror through DBC will conduct utility data validation prior to bid submittal, it will expect to rely upon VDOT information, which should be released and updated as needed. Protection such that the Offeror is not considered liable to rely upon inaccurate information, or taking the risk for unknown utilities, will be expected in CA (Relief Event).

5.2 Uncooperative utilities

Utility owners more uncooperative than estimated at bid.

S Economics of Bid affected Delay to FC

M L Utility agreement process coordinated by the Offeror through DBC, which has extensive experience in managing utilities. DBC will create a preliminary Utility Relocation Plan and seek to implement it. However, VDOT must be prepared to step in and exercise its governmental agency rights, including timely access, should the discussions become deadlocked. If not, it should constitute a Relief Event in CA.

5 ROW / Utilities

5.3 ROW Acquisition Failure to identify and estimate the cost and timing of Right of Way (ROW) and relocations necessary. Uncooperative ROW owners.

S Delay to FC Economics of Bid affected

M M Offeror, will through DBC identify all ROW needed as well as the estimated costs, time for negotiating acquisitions and relocations prior to bid (using a local ROW consultant). VDOT will be expected to exercise eminent domain if needed post-FC. Protection to Offeror for delays in ROW acquisition beyond its control (Relief Event in CA).

6 Design 6.1 Project scope Undefined scope (such as caused by a conflictive mix of performance vs. prescriptive criteria from VDOT).

V Delay or inability to reach FC

M L VDOT should define and remain fully committed to the scope in the RFDP. A focus on outcomes/performance criteria vs. overly prescriptive ones would be highly preferable, as it allows for maximum private sector innovation and cost-efficiency.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


6.2 Design criteria and technical provisions

Undefined or conflicting design criteria and/or technical provisions. Improperly estimating cost of adhering to design criteria in bid.

V C

Delay in FC Economics of Bid affected

H L VDOT should issue clear design criteria and technical conditions. Separate compensation or termination of CA should be allowed if Offeror is negatively impacted from VDOT-induced changes post-bid. The Offeror will via DBC bear the risk of not properly taking into account the cost of adherence to clear, non-conflicting design criteria, mitigated by the DBC’s previous successful experience.

6.3 Reference information data

Inaccurate and/or unavailable data being provided in conjunction with bid.


H M VDOT is expected to provide guarantees, backed by indemnities, such that the Offeror can rely on reference information provided. If not, it should constitute a Relief Event in CA.

6.4 Design approvals Underestimating the time for design approvals being provided by VDOT.

V Delay to FC M L VDOT should clarify its process to ensure prompt design approvals. Should such approvals not be forthcoming in a timely fashion, it is expected that CA includes provisions for automatic approvals, after a reasonable period of time.

6.5 Technological obsolescence

Risk that new, proven or better design technology not incorporated in bid.

C Economics of Bid affected L L Offeror is incentivized and has the know-how and best practices to incorporate to the latest proven, cost-efficient design technology.

7.1 Construction feasibility

Construction plan provided in RFDP is not technically or commercially feasible due to lack of VDOT planning.


H M VDOT should ensure the required scope is technically and commercially feasible, as well as allow flexibility for a revised, more cost-efficient alignment, if warranted.

7.2 Labor or material shortages

Risk that labor and/or materials are not properly priced in bid.

C Economics of Bid affected M M DBC’s experience and best practices will mitigate this risk, by knowing local market conditions, making long-term labor and materials arrangements and by employing available price hedging mechanisms. On the operations side, Offeror will have a pool of committed, experienced resources to draw upon for Project implementation.

7.3 Differing site conditions

Work sites display differing physical site conditions than anticipated or surveyed. Unclear/no rules in RFDP, CA governing how to deal with differing site conditions.

V Delay or inability to reach FC Termination of CA

H M VDOT should ensure that site condition surveying is done in a comprehensive fashion prior to bid, minimizing the risk that unforeseen site conditions surface that may have a material adverse impact. If site conditions vary from the surveyed to such an extent that the Project becomes unreasonably costly or timely to implement vs. forecasted at bid, it should constitute a Relief or Termination Event in CA.

7.4 Construction specifications

Failure by VDOT to provide clear and operable construction specifications. Construction specifications not accounted for properly in bid.

V C


H L VDOT should provide clear, operable construction specifications in RFPD and assume the risk if this is not done DBC will incorporate required adherence to mandatory specifications in its bid planning. Its extensive experience and best practices will further mitigate this risk.

7.5 QA/QC QA/QC standards and costs not properly accounted for in bid.

C Economics of Bid affected H L Mitigated by DBC’s respective corporate QA/QC compliance policies, experience and best practices, well-known and respected in the marketplace.

7.6 Construction review / oversight

Failure by VDOT to provide clear and operable construction review / oversight specifications required.

V Delay or inability to reach FC Economics of Bid affected

M L VDOT should provide clear guidance on its review and oversight requirements, as well as to adhere to these fully post-bid. If not done, it should constitute a Relief Event in CA.

7.7 Worker health and safety

Worker health and safety issues not properly accounted for in bid.

C Economics of Bid affected M L Mitigated by DBC’s corporate health and safety policies and procedures, experience, best practices and applicable laws.

7 Construction

7.8 Navigation Impacts

Failure by VDOT to provide clear and operable navigation impact standards and local requirements required. Navigation impacts not properly accounted for in bid.

V C


H L VDOT should provide full clarity on any required navigable waters standards and assume the risk for not doing so. Mitigated by DBC’s experience of ensuring safe, timely waterway passage above affected marine work zones in other successfully implemented complex infrastructure projects.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


7.9 Traffic management

Failure by VDOT to provide clear and operable traffic management standards and local requirements required. Traffic management during construction not properly scheduled or underestimated in terms of cost.

V C


H L VDOT should provide clear, operable traffic management standards, and assume the risk for not doing so. VDOT should also bear the risk for lack of connecting facility traffic management. A Project area traffic management plan should also be coordinated in advance between VDOT and Offeror. Mitigated by project-specific traffic management standards employed during construction and the DBC’s experience of successfully managing traffic in complex work zones.

7.10 Other Condition of existing tunnels is unclear and/or underestimated.


H M Offeror must have full access to detailed, accurate tunnel maintenance records from VDOT, and be able to rely on such in order to validate and price any tunnel rehabilitation needs.

7.11 Other Site access timing is unclear and/or underestimated.


Offeror will need a comprehensive and reliable site access plan from VDOT in order to accurately schedule and price site access. Untimely or unavailable site access will be expected to constitute a Relief Event in CA.

8.1 Incident management

Failure by VDOT to provide clear and operable incident management standards. Failure by Offeror to understand and properly price VDOT’s requirements in bid.

V C


M L VDOT should provide clear and operable incident management standards and assume the risk for not doing so. Offeror’s previous successful experience and best practices will mitigate this risk.

8.2 Operational standards

Failure by VDOT to provide clear and workable operational standards. Failure by Offeror to understand and properly price VDOT’s requirements.

V C


M L VDOT should provide clear and non-conflictive operational standards and assume the risk for not doing so. Offeror’s successful experience and best practices, as well as the engagement of qualified local technical consultants, will mitigate this risk.

8.3 Capacity improvements

VDOT or other agencies requiring a revised scope of work post-bid.


M L VDOT should provide clear rules for handling scope alterations and assume any risk for such revised scope. VDOT also needs to allow sufficient time for Offeror to adjust its bid, or provide separate cost compensation and time relief mechanisms in CA.

8.4 Tunnel security CII/SII

Failure by VDOT to provide clear and operable tunnel security CII/SII standards. Failure to understand and properly price VDOT’s requirements.

V C


M L VDOT should provide clear and operable tunnel security standards, coordinating with the relevant local, state and federal authorities and assume the risk for not doing so. Offeror’s previous successful experience and best practices will mitigate this risk.

8.5 Tolling Mandated toll payment options are not clear or operable from VDOT at bid stage. Failure by Offeror to understand and properly price VDOT’s requirements.

V C


H L VDOT should consider practicality, cost, and enforcement rights pertaining to out-of-state drivers when deciding on required toll payment and collection options. VDOT should also be responsible for managing toll collection risk outside Virginia. Offeror’s previous successful experience and best practices will mitigate this risk.

8.6 Systems integration

Failure by VDOT to provide clear and operable compatibility and systems integration standards required. Failure to understand and properly price VDOT’s requirements.

V C


L L VDOT should provide clear, operable compatibility and systems integration standards and assume the risk for not doing so. Offeror’s previous experience and best practices will mitigate this risk. Engaging independent technical consultants will also ensure future integration/compatibility between existing Virginia systems and E-Z Pass or similar.

8 Operations

8.7 Hazardous cargo Failure of VDOT to define or enforce its standards for hazardous cargo transportation. Failure to understand and properly price VDOT’s requirements.

V C


M L VDOT should provide clear, operable rules pertaining to hazardous cargo and assume the risk for not doing so. Offeror’s previous successful experience and best practices will mitigate this risk, e.g. by providing signage and visual monitoring plans at bid.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


8.8 User incident rate Failure by VDOT to provide clear and operable user incident management requirements. Failure to adequately plan for and/or properly price the expected user incident rate.

V C


M L VDOT should provide clear and operable rules pertaining to user incident management and assume the risk for not doing so. Offeror’s previous successful experience and best practices will mitigate this risk.

9.1 Maintenance standards

Failure by VDOT to provide clear and operable Maintenance standards required Failure to understand and properly price VDOT’s maintenance standards.

V C

Delay in FC Economics of Bid affected

M L VDOT should provide clear and operable guidelines pertaining to maintenance standards and assume the risk for not doing so. Offeror’s previous successful experience and best practices will mitigate this risk. Engagement of qualified local technical consultants will also ensure full understanding of and compliance with applicable standards.

9.2 Latent defects in existing facilities

Lack of clear rules issued prior to bid governing the definition and encountering of latent defects that could not have been anticipated by Offeror.

V Delay or inability to reach FC Termination of CA

H L VDOT should provide clear, operable guidelines concerning the handling of latent defects and assume the risk for not doing so. VDOT currently operates and maintains the existing tunnels and is therefore best placed to understand and provide reliable data points on any risk of latent defects. Offeror will rely on information supplied by VDOT and factor such conditions into its bid. VDOT should also allow for proper validation of data by Offeror and any findings should constitute a Termination or Relief Event in CA.

9.3 Maintenance reserve account

Unreasonable maintenance reserve requirements by VDOT. Insufficient or non-existent Maintenance reserve account.

V C


L L VDOT should provide a reasonable requirement as to the maintenance reserve account, including its size. A Letter of Credit should be able to be used as security to meet this requirement, bringing down the overall Project cost. Offeror’s experience of calculating adequate maintenance reserves for complex, large infrastructure projects will mitigate this risk.

9 Maintenance

9.4 Handover/ Handback

Unrealistic or unclear handover/handback requirements from VDOT. Physical damage to facilities from Bid Date until Financial Close. Handover/Handback requirements not being incorporated into bid.

V V C

Delay or inability to reach FC Delay or inability to reach FC Economics of Bid affected

H L VDOT should provide clear and operable rules regarding handover/handback requirements and assume the risk for not doing so. VDOT should provide indemnities against damages to the Project facility from the bid date until FC. Offeror will mitigate this risk by preparing a Long-Term Maintenance Plan, based on its previous successful experience in meeting of such requirements.

Notes 1) Assignment of Risk is V = VDOT, C = Concessionaire, S = Shared 2) Severity and Probability H = High, M = Medium, L = Low


RISK REGISTER 2 ATTACHMENT H2 RISKS THAT HAVE POTENTIAL CONSEQUENCE AFTER THE FINANCIAL CLOSING DATE


Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


1.1 Permitting and approvals

Not submitting accurate and complete permit applications and/or requests for approvals within the required time to meet the schedule. Not obtaining permits and/or approvals at the needed time.

S Delays in Project implementation Cost overruns Relief Event

H L Concessionaire will through Design/Build Contractor (DBC) plan, schedule, prepare, submit and monitor the permitting process to insure permits are acquired in a timely manner. DBC has successful experience in obtaining permits in the Project area. Delay of permits/approvals outside of Concessionaire’s control should constitute a Relief Event (with time and/or compensation) in the Comprehensive Agreement (CA).

1.2 MPO/FHWA approvals

N/A - The Project would not have reached FC without the required approvals.

- - - - -

1 Planning / Approvals

1.3 Navigable waters Not submitting an accurate and complete application or not obtaining the navigable water permit at the needed time.

S Delays in Project implementation Cost overruns Relief Event

M L Concessionaire will through DBC plan, schedule, prepare, submit and monitor the permitting process to insure navigable waters permits are acquired in a timely manner. DBC has successful experience in obtaining navigable waters permits in the Project area. Delay of navigable water permits outside of Concessionaire control should constitute a Relief Event in CA.

2.1 Legislative change Change of PPP legislation. Misuse of legal framework. Inconsistent use of public policies.

V Delays in Project implementation Cost overruns Cancellation of Project Termination for Cause

H L The PPTA legislation of 1995, Implementation Guidelines and the use of these in previous Virginia PPP projects should mitigate this risk. Protection in CA against negative legislative or policy changes in the form of termination and compensation rights should further mitigate this risk.

2.2 Regional/ Local support

Lack of regional and/or local support for the Project or the procurement, as may be evidenced by negative public official or regional/local community statements, media campaigns, public demonstrations.

S Delays in Project implementation Cost overruns

M L Stakeholder Communication / Community Outreach Plan will be implemented by the Concessionaire, with the support of VDOT. Concessionaire has ample experience from other PPP’s in managing key stakeholders, by way of open and timely communications

2.3 Political/policy change

Change in political leadership/policy leading to discontinued support of PPPs in general and/or the Project in particular.

V Cancellation of Project Relief Event Termination for Cause

H L Mitigated by CA which shall include Relief and/or Termination Events if changes to political leadership and/or policies negatively affect Concessionaire.

2 Legislative / Policy

2.4 Public information and relations

Mismanagement, spreading of inaccurate information to the public and key stakeholders. Opportunity: Inform and educate the community about the Project’s benefits.

S Legal challenges Delays in Project implementation Lack of community support Negative/positive media exposure

L L See 2.2 above; “Stakeholder Communication / Community Outreach Plan”.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


3.1 Public funding N/A – Funding issues will be resolved before FC.

- - - - -

3.2 Contract failure / dispute

Contract failure / dispute affecting Project Implementation.

S Delay in Project Implementation Cost overruns Project termination

H L Concessionaire and VDOT are expected to try to resolve disputes amongst themselves before serious issues arise. If disputes cannot be resolved, the CA should contain dispute resolution provisions, as well as mechanisms for managing any otherwise unresolved issues.

3.4 Tolling potential N/A – Permitted tolls and escalation mechanisms must be resolved before FC.

- - - - -

3.5 Traffic and revenue

Traffic and revenues lower than forecasted. Opportunity: Traffic and revenues higher than forecasted.

C Loss of revenues Increase of revenues Revenue sharing

H M A professional, investment-grade T&R study will be conducted on behalf of Concessionaire, on which any debt financing commitments will be based. A margin reserve will also be maintained before any debt service is affected from potential revenue shortfall. Concessionaire’s successful experience from other PPP projects will further mitigate the T&R. Added traffic may also provide an opportunity for revenue sharing with VDOT.

3.6 Cost/availability of finance

Refinancing not available or cost prohibited. Opportunity: Refinancing is available and at terms and conditions that are attractive.

C Cost overruns Lower equity returns Revenue sharing

M L Mitigated by Concessionaire’s experience of and expertise in the financial markets, including the currently turbulent capital markets. Concessionaire and Lenders will stress-test the Project business case and financing plan, focusing on risk elimination rather than any speculative upside. Should refinancing opportunities arise, Concessionaire would expect flexibility from VDOT to pursue those.

3.7 General economic conditions

General economic conditions (growth, inflation) results in increased costs and/or lower than estimated revenues. Opportunity: General economic conditions assumed improve during concession period

C Cost overruns Loss of revenues Cost decreases Increase of revenues

M L Mitigated by Concessionaire’s expertise and experience from previous PPP projects, including the use of applicable hedging instruments, DBC fixed price, date certain contract, and long-term maintenance arrangements. Financial performance of Concessionaire may also improve from improved economic conditions.

3.8 Construction inflation

Escalation of construction price. C Cost overruns M L Concessionaire through DBC will include an estimate of escalation costs within its fixed price, date certain construction contract. Escalation estimate will be based on DBC’s previous experience and analysis of recent costs and trends.

3.9 Bonding and insurance

Bonding and insurance policy renewals rising outside the Concessionaire’s control or with renewed coverage being unavailable.

S Cost overruns Relief Event

H L Mitigated by Concessionaire’s expertise and successful experience from previous PPP projects. Protection in the CA for events outside Concessionaire’s control would further be expected.

3.10 Competing Facilities

Traffic diversion. V Loss of revenues M L Traffic diversion from competing facilities not in existence at time of bid should constitute a Relief Event in CA.

3.11 Connecting Facilities

Level of service of connecting facilities discourages use of the Project. Opportunity: New or improved connecting facilities improve access to Project

V Loss of revenues Increase in revenues Cost overruns

H L Connecting facilities risk should constitute a Relief Event in CA Concessionaire will periodically assist VDOT in evaluation of connecting facility improvements that can increase throughput and thus be of value to the community.

3 Commercial

3.12 Other commercial opportunities

Level of additional revenues forecast not materializing/being exceeded.

C Lower/higher additional revenues than forecasted

L L Mitigated by Concessionaire’s experience in managing such opportunities/revenues, but not pursuing or relying excessively upon any speculative upside.

4 Environmental 4.1 NEPA Process N/A – The Project would not have reached FC without required approvals.

- - - - -



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


4.2 Permitting Not submitting or obtaining the required environmental permits at the needed time.

S Delay of Project implementation, Cost overruns Relief Event

M L Shared risk as VDOT formally has to be the formal applicant for certain permits. Concessionaire will coordinate the permitting efforts via the DBC, which has solid experience in obtaining permits in a timely manner. Delay of permits/approvals outside of Concessionaire’s control should constitute a Relief Event in CA.

4.3 Hazardous materials

Condition of existing (known and unknown) hazmat sites different than foreseen.

V Delay in Project implementation, Cost overruns Relief Event Termination for Cause

M L Mitigated by due diligence performed pre-bid by VDOT. If unforeseen hazmat site finds or variations in condition of know sites occur, significantly delaying the commencement of revenues, it should constitute a Relief or Termination Event in CA.

4.4 Historic/Cultural Resources

Unknown sites, inaccurate information on known sites surfacing.

V Delay in Project implementation Cost overruns Relief Event Termination for Cause

M L Mitigated by due diligence performed pre-bid by VDOT. If new sites found significantly delay the commencement of revenues, or cause a major re-alignment of the tunnel final design, it should constitute a Relief or Termination Event in CA.

4.5 Subsurface Conditions

Unforeseen geotechnical obstacles surfacing. S Delay in Project implementation, Cost overruns Termination for Cause

H L Mitigated by due diligence performed pre-bid by VDOT and Concessionaire’s validation via DBC. If unforeseen geotechnical obstacles are found and significantly delay commencement of revenues or cause a major re-alignment of the tunnel design, it should constitute a Relief or Termination Event in CA.

5.1 Unknown utilities Unknown utilities, inaccurate information on known utilities.

S Delay in Project implementation, Cost overruns

M L Mitigated by due diligence performed pre-bid by VDOT and Concessionaire’s validation via DBC. Unknown utility events that significantly delay the commencement of revenues should constitute a Relief Event in CA.

5.2 Uncooperative utilities

Uncooperative utilities. S Delay in Project Implementation, Cost Overruns Relief Event

L L A Utility Coordination and Relocation Plan will be implemented by the Concessionaire via the DBC, having extensive past experience from implementing them in a timely manner. VDOT will be expected to exercise its Project- owner rights should discussions with uncooperative utility owners become deadlocked. Utility events that significantly delay the commencement of revenues should constitute a Relief Event in CA.

5 ROW / Utilities

5.3 ROW Acquisition Failure to identify and/or execute on all Right of Way (ROW) and relocations necessary, uncooperative owners.

S Delay in Project implementation Cost Overruns Relief Event

M M Concessionaire will seek to acquire all necessary ROW and facilitate any relocation needed. Concessionaire will engage local ROW adviser to further mitigate this risk. However, VDOT is expected to exercise eminent domain and to enter into any intra-governmental agreements required regarding ROW as and when needed. ROW events that significantly delay the commencement of revenues should constitute a Relief Event) in CA.

6 Design 6.1 Project scope Change in scope or mix of performance criteria and prescriptive design criteria.

V Delay in Project implementation Cost overruns Relief Event Termination for Cause

M L Retaining a focus on outcomes/performance criteria vs. overly detailed, prescriptive ones in CA would mitigate this risk. The CA is expected to protect Concessionaire for owner-induced changes in scope after FC (Relief or Termination Event).



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


6.2 Design criteria and technical provisions

Change in design criteria and/or technical provisions.

V Delay in Project implementation, Cost overruns Relief Event Termination for Cause

H L The CA is expected to protect the Concessionaire for owner-induced changes in design criteria and technical provisions after FC (Relief or Termination Event).

6.3 Reference information data

Inaccurate and/or unavailable data. V Delay in Project implementation Cost overruns

M M VDOT is expected to provide guarantees, backed by indemnities, so that the Concessionaire can rely on any reference information data given by it.

6.4 Design approvals Timely design approvals. V Delay in Project implementation

M L VDOT should provide prompt design approvals (according to schedule developed by the Concessionaire) with a deemed automatic approval should these time frames be exceeded.

6.5 Technological obsolescence

Opportunity: New and better technology for design, construction, tolling, collections, operations and maintenance, or administration becomes available.

C Lower revenues Costs higher than needed

L- L Concessionaire expects to monitor and prepare cost-benefit analyses of significant new technology developments throughout the concession period and expects to incorporate any advantageous ones.

7.1 Construction feasibility

Not applicable after FC.

- - - - -

7.2 Labor or material shortages

Labor resources become unavailable. Material used in design becomes unavailable or commercially unreasonable to procure.

C S

Cost overruns Delay in Project implementation

M L Concessionaire will through DBC have an employment plan in place to hire qualified local labor or, if inadequate local supply exists, to import labor as necessary. Design will be based on materials with known cost-efficiency and availability. If still an issue, DBC will work with Concessionaire and VDOT to agree on substitute materials at comparable quality.

7.3 Differing site conditions

Work sites display differing physical conditions than anticipated or surveyed.

V Cost overruns Delay in Project implementation Relief Event Termination for Cause

H M Mitigated by VDOT ensuring that comprehensive site condition surveys are done prior to FC. If site conditions vary from the surveys conducted to such an extent that the Project becomes unreasonably costly or timely to implement vs. forecasted, it should constitute a Relief Event in CA.

7.4 Construction specifications

Construction means and methods do not adhere to requirements of construction specifications.

C Cost overruns Delay in Project implementation

M L For all major work operations, DBC will hold pre-operation meetings to review construction means and methods with both Concessionaire and VDOT.

7.5 QA/QC Risk that construction QA/QC standards are not met by Concessionaire and its D/B Contractor.

C Cost overruns, Delay in Project implementation Liability claims

M L Concessionaire will through DBC have a proven and comprehensive QC/QA program in place.

7 Construction

7.6 Construction review / oversight

Risk that construction reviews and oversight are not efficiently conducted.

V Cost overruns Delay in Project implementation Relief Event

M L If VDOT does not exercise its review and inspection rights as agreed to in the CA in a timely and professional manner, it should constitute a Relief Event, alternatively after a defined period time has passed, be deemed to have constituted automatic approval from VDOT.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


7.7 Worker health and safety

Risk that worker health and safety policies and procedures are not properly developed, communicated, implemented and/or monitored.

C Cost overruns Delay in Project implementation Liability claims Local community opposition Negative media exposure

M L Concessionaire will through DBC have a “no breaches tolerance” Safety Program. Significant level of interaction between O&M and construction employees is not expected. Concessionaire will nevertheless hold regular construction briefings and training on health and safety procedures for O&M staff during construction period.

7.8 Navigation Impacts

Risk that construction impedes safe and timely navigation through affected waterways.

C Cost overruns Delay in Project implementation Liability claims Environmental challenges Local community opposition Negative media exposure Concessionaire Default

M L Concessionaire will include strict requirements in contract with DBC to coordinate with navigation stakeholders. DBC has experience coordinating with navigation stakeholders in the Project area and will have an approved plan in place to coordinate with navigation stakeholders well before any marine work begins.

7.9 Traffic management

Risk that traffic management during construction is managed in an unsafe and/or inefficient manner.

S Cost overruns, Delay in Project implementation Liability claims Local community opposition Negative media exposure Relief Event Concessionaire Default

M L Concessionaire will include requirements in contract with DBC to coordinate with VDOT and local authorities. DBC has successful experience with similar traffic management in the Project area and will have an approved plan in place to coordinate traffic management well before work begins. To mitigate overall traffic management risk, it should be coordinated in advance between VDOT and Concessionaire. If VDOT fails to manage traffic on connecting facilities at the agreed-to service levels in the CA, it should constitute Relief Event. Protection against Concessionaire not adhering to traffic management requirements in CA will also mitigate this risk for VDOT and general public.

8.1 Incident management

User incidents requiring temporary close-down the facility.

C Loss of revenues Higher operating costs Liability claims Local community opposition Negative media exposure Concessionaire Default

L L Mitigated by Concessionaire’s experience and best practices, as well as close interaction with local, state and federal authorities. Protection against Concessionaire not adhering to user incident requirements in the CA will also mitigate this risk for VDOT.

8 Operations

8.2 Operational standards

Change of operational standards, Failure of Concessionaire to meet operational standards.

V C

Cost overruns Concessionaire Default

L L Mitigated by Concessionaire’s knowledge and successful experience of adhering to operational standards. Protection in CA against any change in VDOT’s maintenance standards that materially adversely affects Concessionaire would be expected. Protection and remedies against Concessionaire not adhering to operational requirements will also mitigate this risk for VDOT.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


8.3 Capacity improvements

Opportunity: Capacity improvements through minor changes to surrounding road network and tolling system.

C Increased revenues Local community support Positive media exposure

M L Concessionaire will continue to assess the cost-benefit and feasibility of such improvements throughout the concession period.

8.4 Tunnel security CII/SII

Change in Project security standards. Failure of Concessionaire to meet security requirements

V C

Cost Overruns Relief Event Concessionaire Default

L L Protection in CA against changes in VDOT or other governmental authority’s security standards that adversely affect the Concessionaire would be expected (Relief Event). Mitigated by Concessionaire’s expertise and experience of managing security for other sensitive infrastructure projects. Protection in the CA against Concessionaire repeatedly not adhering to such requirements will also mitigate this risk.

8.5 Tolling Changes of mandated toll collection options and/or technology. Failure by concessionaire to manage tolling professionally and in accordance with stipulated requirements

V C

Cost overruns Delays in Project implementation Concessionaire Default Local community opposition Negative media exposure

M L As video tolling is not currently being utilized in Virginia uncertainty regarding how Concessionaire may collect tolls from such users or pursue violators exists, particularly out of state users. Concessionaire expects VDOT to support video tolling and pursuit of violators in order to cause a fair tolling and fee regime for all users. Concessionaire’s team is highly experienced in operating fully electronic toll facilities, as well as cash toll and mixed facilities. Protection in CA against Concessionaire not adhering to agreed-to tolling performance requirements will further mitigate this risk.

8.6 Systems integration

Changes in VDOT’s requirements. Failure by Concessionaire to properly manage systems integration (where applicable).

V C

Cost overruns Delay in Project implementation Concessionaire Default

L L Protection in CA against any change of systems requirements that adversely affect the Concessionaire is expected. Concessionaire’s team is highly experienced in managing systems integration during construction and operations. A Systems Integrator team will be engaged during RFDP phase. Protection in CA against Concessionaire not adhering to tolling performance requirements will also mitigate this risk.

8.7 Hazardous cargo Incidents involving hazardous cargo being transported on the Project facilities, such as leakages, spills and explosions.

S Cost overruns Delays in Project implementation Environmental challenges Negative media exposure Relief Event Termination for Cause

H L Mitigated by Concessionaire’s successful experience and best practices, for example via signage, video monitoring and quick incident response, as well as via adequate insurance coverage. If hazardous cargo is transported using the Project facilities due to inaccurate information provided by VDOT, risk should remain with VDOT, meaning protection in CA for Concessionaire (Relief or Termination Event).

8.8 User incident rate Greater than expected user incident rate. C Loss of revenues Cost overruns

M L Mitigated by Concessionaire’s expertise, successful experience and best practices from other PPP projects.

9.1 Maintenance standards

Change of maintenance standards Non-adherence to maintenance standards

V C

Loss of revenues Cost overruns

L L

M L

Protection in the CA is expected against any change in VDOT’s maintenance standards that materially and adversely affects the Concessionaire. Similarly, protection against Concessionaire repeatedly not adhering to maintenance standards agreed to in CA would be expected,

9 Maintenance

9.2 Latent defects in existing facilities

Existence and extent of latent defects. V Delay of Project implementation Cost overruns Relief Event Project Termination

H L Mitigated by due diligence performed pre-FC by VDOT. Identification of any latent defects post-FC should constitute a Relief or Termination Event in CA.



Assignment(V, C, S)


Severity (H,M,L)

Probability (H,M,L)


9.3 Maintenance reserve account

Insufficiency of maintenance reserve account.

C Cost overruns L L Mitigated by Concessionaire’s expertise and successful previous experience. Lenders will require adequate reserves, further mitigating this risk.

9.4 Handover/ Handback

Failure to meet Handover/Handback requirements by Concessionaire. Change in Handover/Handback requirements.

C V

Cost overruns Relief Event

L L Mitigated by the Concessionaire adhering to the agreed-to Long-Term Maintenance Plan in CA and its previous experience in successfully meeting such plans. If VDOT changes the handover/handback requirements during the concession period it should constitute a Relief Event in CA.

Notes 1) Assignment of Risk is V = VDOT, C = Concessionaire, S = Shared 2) Severity and Probability H = High, M = Medium, L = Low

.3 Project Understandingand Approach


SECTION

10.4.4

10.4.4.3.A. PROJECT SCOPE UNDERSTANDING

ERC will assume responsibility for three existing vehicular tunnels joining Portsmouth and Norfolk. After construction, ERC will also collect tolls, control; operate and maintain the facilities during the Comprehensive Agreement term and will hand back the facilities to VDOT at the end.

The scope entails four major efforts or aspects which, taken together, accomplish the Project Objectives. These efforts are:

Fabrication and installation of a new tube at the Midtown Tunnel; Construction of the MLK Extension to link the Midtown Tunnel directly to I-264; Rehabilitation and upgrading of the existing tunnels; and Controlling, operating, maintaining, and tolling these facilities.

The physical aspects of construction, operations, and maintenance, while important, are a small part of understanding the purpose and scope of this project. What ERC will do is help transform the regional transportation network and improve the travel experience for all users.

Project Objectives - as stated in the SFP include:

Increase capacity, reduce congestion, and provide safe, efficient operations Develop a multi-modal transportation facility that may be integrated into the operations

of a regional transportation network and that serves as an emergency evacuation route Develop a project that reduces and mitigates its impacts to the environment and

surrounding communities while supporting the movement of commercial traffic Develop a project that is coordinated with adjacent land uses and the supports the

anticipated growth in personal and commercial traffic. Increased Capacity – the current Midtown Tunnel is the most heavily travelled two-lane highway in the Commonwealth. Increased capacity is necessary to relieve congestion and reduce travel times at this location. The MLK Extension will provide a much needed link in the highway network and increase overall capacity and route options.

Safety and Efficiency – The safety of running two-way traffic in a single, two-lane tunnel is reduced under current high traffic volumes. Modern traffic speeds, the sheer number of vehicles using the tunnel, and the inspection facilities at each end make this tunnel operate inefficiently. Inspecting trucks, identifying their loads, and checking the clearance dimensions has become a source of congestion that can no longer be tolerated.

Regional Integration – the MLK Expressway currently ends on city streets far short of connecting to the regional network of Interstate Highways. Adding a new tube to the Midtown Tunnel may increase throughput, but without a new connection to the Interstate System this increase in capacity may not improve trip times for the traveling public. City streets may become more congested and dangerous without such a connection.

Emergency Evacuation – as the cities on the south and east grow in size, the need for sufficient capacity for emergency (hurricane) evacuation has become acute. Each state


SECTION

10.4.4

mandates required evacuation times in the event of a declaration of an emergency. Adding another tube to the Midtown Tunnel will ensure that mandated evacuation times can be met.

This Project brings numerous benefits to commuters, the Hampton Roads region, and the entire Commonwealth. These improvements have long been a top priority for the Hampton Roads MPO and are part of their regional transportation plans.

The project is included in the comprehensive plan for the City of Portsmouth. The project is also especially important to Norfolk and is seen as a way to relieve truck traffic on Hampton Boulevard.

Because of the importance to the port facilities and reducing commuting times, the Project will have a positive impact on the competitiveness of Hampton Roads in attracting new jobs and investments. Not only will a project of this magnitude create many economic benefits through its construction, but the congestion mitigation and enhancement to regional connectivity will help the Hampton Roads economy.

As noted in the environmental documentation for the MLK Extension , the project is listed in local and regional planning documents, including the City of Portsmouth comprehensive plan, Destination 2025: Setting a Bold New Course. The project is also listed as a regionally significant project within the approved Hampton Roads Planning District Commission (HRPDC) 2026 Regional Transportation Plan.

The HRPDC also lists the MLK Extension, along with the Midtown Tunnel, as regionally significant projects in the Draft of the 2030 Regional Transportation Plan. The project listing in the 2030 Plan was approved by the Hampton Roads Metropolitan Planning Organization (MPO) on October 18, 2006 and was modified on December 20, 2006. The Portsmouth Chamber of Commerce has also previously expressed support for the proposed improvements.


SECTION

10.4.4

10.4.4.3.B. PROJECT UNDERSTANDING AND APPROACH

1. PROJECT MANAGEMENT ERC’s project management approach is to act as its own program manager, assigning qualified, seasoned managers to oversee the execution of the design/build contract, the financial program, the public and community outreach effort, the tolling and ITS equipment installation, and the testing, acceptance, and commissioning program. The organizational form of the project company during the construction period is tailored to manage the design/build/install elements of the project. Program management responsibilities that the project company will self-perform include:

Contract/Subcontract Administration – design/build contract, tolling & ITS systems design and installation

Quality Control/Quality Assurance – all aspects of management Safety Program Public/Community Outreach Testing, Acceptance, and Commissioning Financial Administration and Draws/Payments ROW Acquisition Environmental Mitigation/Replacement Client Coordination and Compliance DBE/SFP Compliance Operations and Maintenance Toll Collection.

The team will be formed and staffed as shown in section 10.4.4.4, Organizational Structure. Its efficiency and performance can be measured and will be based on the following critical success factors:

Strong management team based on: ― A Project Champion at Board level within each of the Sponsor companies. ― A four-person Steering Committee / Project Board ― A multi-disciplined team based on the following main functions:

― Administrative – HR and Office Systems ― Commercial, Financial, and Legal ― Technical – design, construction, Toll/ITS

A systemic (big picture) and systematic (methodical) approach to bidding and executing by which team members take a whole life approach to solving the Project’s challenges whilst paying close attention to detail;

Collaboration based on: ― The right people for the job and straightforward, common processes;


SECTION

10.4.4

― Building on already existing relationships with VDOT, at the developer level and within the CJV;

― Shared values; ― Joint methods of working that include:

― Formal Kick-Off meetings for each stage. ― A central Project vision and strategy. ― Autonomous teams for each function where decisions are made by those who

are closest to the action. ― A formal procedure for conflict management that recognizes that all project

teams work with contradictory needs and which avoids “scope creep”. ― Transparency of information sharing (“open book”) that builds trust and

which is based on “fact not opinion”. ― Direct lines of communication to provide timely decision-making and that

work point-to-point, across functional boundaries ― Use of a SharePoint FTP site for access to common project files. ― Co-location at the project and operational site

― Standardized reports that allow easy collation of information for timely decision-making and regular reviews and audits.

Complex Projects Traditional large scale infrastructure projects are immensely complex undertakings and are characterized by:

Uniqueness – every project is unique, based on differing local conditions; Extreme complexity – in engineering, construction, in the organization, financial

structures and a constantly changing external environment; A wealth of external and internal stakeholders; and Close connectedness between the different parts of the project.

PPP projects add a further order of complexity. They are a mixture of engineering and human enterprise, characterized by the operation of a concession business once the facility has been constructed. Their success depends on joint action by a series of key stakeholders:

Client Lenders Project Company Design/build joint venture Operators, service providers, and other subconsultants and subcontractors Advisers.

Benefits ERC’s program management approach to this project provides several benefits to VDOT, sponsors and lenders:


SECTION

10.4.4

Overall optimization and coordination of the project elements; Better management of complexity; Timely decision-making using accurate data; Vertical and horizontal management of project resources; and Ability to adapt quickly to changes in the Project’s environment.

Skanska ID and Macquarie have extensive experience setting up the management structure of project companies on similar projects and will assign personnel who have the requisite experience for their assigned function. This approach has been shown to produce financially successful projects completed on time, within budget, and at a high level of quality.

2. ENVIRONMENTAL PERMITTING AND MITIGATION, INCLUDING APPROACH TO COORDINATING WITH MARINE STAKEHOLDERS;

A unique qualification that the ERC team brings to the project is that the Skanska USA companies, including Skanska USA Civil Southeast Inc., were the first construction companies in the US to achieve registration to the ISO 14001:2004 environmental management standard.

The experience of the project team with construction of immersed tunnel and interchange projects in the Hampton Roads area imparts a unique understanding of the environmental impacts and constraints of the current project. During construction, impacts identified in environmental documents, and through internal review will be mitigated through implementation of Skanska’s ISO 14002-certified Environmental Management System (EMS).

The EMS will facilitate identification, control, mitigation, monitoring, and documentation of environmental aspects of the project, such as the impact to waterways, water traffic, wetlands; management of stormwater; control of sediment and erosion; and disposal of dredged material. Environmental operations and activities at the site will be managed by an environmental supervisor with stormwater and erosion and sediment control certification. An “Environmental E-Site” will keep the team informed of federal, state, or local environmental statutes or regulations that affect the project. To ensure compliance with permit requirements and regulations, the project team will perform independent audits in accordance with the EMS.

ERC’s team members’ environmental policy is to operate in a manner that is protective of employees, customers and the environment. The implementation of this policy is guided and directed by each company’s Code of Conduct or similar document and an EMS that encourages continual improvement in achievement of pollution prevention, regulatory compliance, and environmental stewardship. In particular, Skanska has consistently been recognized with environmental awards for construction practices that protect or enhance the environment.

Midtown Tunnel The defining environmental document for the Midtown Tunnel is the Record of Decision (ROD), dated July, 2007. The ROD includes the Pinner’s Point Interchange project which was part of the original Midtown Tunnel environmental documentation.


SECTION

10.4.4

Approximately 0.63 acres of wetlands are impacted and occur on the Portsmouth side adjacent to the portal. The FEIS states the “value of the marsh in the vicinity of the proposed portal on the Portsmouth side of the project is limited by its small size and the diminished quality of its habitat and aesthetics. Proximity to a high level of industrial activity on adjacent uplands has resulted in the collection of considerable debris along the marsh’s shoreline and interior. In addition, the area is a likely receptor for non-point runoff of dubious quality. While the marsh has some remaining ecological value; its loss would probably be immeasurable within the Elizabeth River.” These small wetland systems will be a permit issue and will be re-evaluated in light of the downstream shift in alignment of the new tube.

Two Section 4(f) resources are identified on the Norfolk side, neither of which appear to be a direct 4(f) impact. Plum Point Park is located upstream of the existing portal. There are no direct property takings as new construction occurs on the downstream side of the existing tunnel portal. The impacts to noise and air quality are minor and the setting of Plum Point Park is within the context of an industrial waterfront with traffic and harbor noise associated with existing activity. The other 4(f) resource is the Elizabeth River Trail which passes over the existing portal and parallels the river front. The new portal will be designed to accommodate the trail. Other than temporary closings for new construction and safety, there are no takings and no interim or long term impacts on the trail.

The team will coordinate with the Virginia Port Authority (VPA), the Navy, the Corps of Engineers and major shipbuilding interests to avoid major or prolonged channel closures or disruptions during construction.

Time of year restrictions are recommended and will assuredly be a condition of the Corps dredging permits, DEQ Section 401 permits and Virginia Marine Resource Commission (VMRC) subaqueous bottom permits. Both the dredging permits and the subaqueous vegetation (SAV) permits impose fees upon private permit holders on an annual or a cubic yard basis. Commonwealth projects under VDOT auspices are exempt from such charges and consideration should be given to VDOT obtaining and holding the permits, as they are the ultimate owner. The FEIS recommends “time of year restrictions which would restrict dredging to periods of lowest biological activity (between October and March)”. This is to assure the least impact to water quality, biota and fish populations in the Elizabeth River system.

A stormwater management plan as well as an erosion and sediment control plan will be prepared for construction and post construction operations. Wetlands will require mitigation at ratios from 1:1 to 1.5:1. The FEIS estimates mitigation for the wetlands on the Portsmouth side of approximately 0.82 acres.

As part of this project ERC will obtain environmental permits on the federal level:

Section 10 River & Harbors Act – Corps of Engineers Section 404 (wetlands) Clean Water Act – Corps of Engineers Section 401 (water quality certification) – DEQ Disposal approval from Corps of Engineers for dredge spoil.

Additional environmental permits on the state and local level include:

VMRC subaqueous bottoms permit


SECTION

10.4.4

Norfolk and Portsmouth Chesapeake Bay Assistance Boards for development on the upland side of the Elizabeth River pursuant to buffer standards. These are likely to be less stringent as buffer requirements in highly urban/industrial areas are not restrictive.

Norfolk and Portsmouth local wetland boards for impacts to tidal wetlands. The shift in the location of the new downstream tube to accommodate concerns over structural integrity within the existing geotechnical limits of the marine condition may require the Commonwealth Transportation Board (CTB) to amend their location decision. Since it is a minor shift and there does not appear to be significant impacts associated with additional separation of the two tubes, the CTB may not revisit. However, under a worst case scenario, a CTB re-approval of the location may cause the FHWA to re-evaluate the ROD.

As the existing interchange with Hampton and Brambleton Boulevards is not part of this project, it is strongly recommended that the travel lanes on the Norfolk side transition from portal to existing with the least amount of impact.

Martin Luther King Freeway Extension to I-264 Strategically and in terms of schedule the following issues are identified regarding the EA and potential permits and approvals:

The City of Portsmouth is conducting independent hearings outside of the VDOT process. While VDOT is working with the City in this process, there is no assurance of the outcome and how it will be used.

Minor wetland impacts (0.05 acres) will not likely require a Corps of Engineer’s permit, but will be addressed in the section 401 permit.

A DEQ section 401 permit will be filed. Noise barriers benefiting approximately 134 homes will add an estimated $2.2 million to

the capital costs. No hazardous material sites or listed underground storage tanks were found, however in

older east coast cities the location of fuel storage tanks is often based on unreliable information. The potential exists for undocumented hazardous materials in the area and this will be investigated.

There is a section 4(f) impact to the High Street/Harbor Drive Historic District with 16 structures and 24.8 acres of the District to be impacted by the project. The 4(f) section needs to be approved by the State Historic Preservation Office (SHPO). A Memorandum of Agreement (MOA) between the SHPO, VDOT, the City of Portsmouth and other interested consulting parties must be executed agreeing to the takings and impacts in the District. This may be the most pervasive red flag in the MLK Extension project. Disagreement with the MOA among any of the parties or escalation in the press could cause considerable delay.

Relocations are a sensitive issue. The project will take and relocate 20 families and 7 businesses. In the census block groups that represent the study area, thirty four percent (34%) of the study area population have incomes below the poverty level.


SECTION

10.4.4

3. PUBLIC INVOLVEMENT For anyone who makes the daily commute between Norfolk and Portsmouth, the need for an additional tube at the Midtown Tunnel, improvements to the Downtown Tunnel, and the Martin Luther King Boulevard extension, is readily apparent. Over the past twenty years, VDOT has continued to make numerous improvements within the area – including the Pinner’s Point Interchange project – yet this gap in a seamless interconnected transportation system linking these cities remains.

While the reduction in commuting times is the principal benefit of the project, it is far from the only economic gain that this project will foster. As the main economic engine in Hampton Roads, the growing port facilities in Norfolk and Portsmouth need increased access to not only the road network to distribute product, but also to the various warehouse projects and intermodal centers spread throughout the region. Virginia’s ports continue to grow because they deliver exceptional access and service – attributes which are threatened by congestion at these regional chokepoints. Development of these projects will ease those problems and allow the ports to continue to grow.

The following outlines the many benefits of this project:

Increased Safety for Drivers First and foremost, these new facilities increase safety for drivers. They do this by not only improving the regional transportation network which reduces congestion – a leading factor in causing accidents, but by removing hazardous conditions. By eliminating the traffic that currently is restricted to one lane in each direction – with no barrier between the lanes through the Midtown Tunnel – safety conditions will improve. Enhancements to the Downtown Tunnel will also help to reduce accidents at this facility. The Martin Luther King Extension will eliminate unsafe conditions that now result from drivers using local streets to try to get between Interstate 264 and Route 58. These streets were not designed to handle such volumes of traffic and create the potential for serious accidents and pedestrian conflicts in neighborhoods. The new facilities will also aid in the event of an emergency by providing more routes for people to efficiently flee the area.

Greater Efficiency for the Ports and Business As previously noted, these new facilities are necessary for the continued growth of the Port of Hampton Roads—an important component of both the regional and state economy.

Projected Cargo Demand & Planned Capacity

TUEs

(in

Mill

ions

)

12.0

Maersk Terminal

PlannedCapacity

ContainerizedCargo Forecast

(4.2% Average Growth per year)

Craney IslandMarine Terminal

10.0

8.0

6.0

4.0

2.0

2005

2008

2011

2014

2017

2020

2023

2026

2029

2032

2035

2038


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Today, business is booming at the Port of Hampton Roads, with substantial investments in infrastructure anticipated in the coming years. But while the related growth in warehousing and distribution activities will be good for the Hampton Roads economy, the resulting truck volumes will be more than the existing transportation infrastructure can handle.

In September 2007, APM Terminals opened its new 230 acre container port facility in Portsmouth, and by 2017 there will be a fourth marine container terminal at Craney Island. As a result, the number of containers expected to be moving through the region will increase five-fold in the next thirty years (see chart above). According to the Virginia Port Authority, port volumes will increase by over 400% between 2006 and 2030.

The increase in port activity doubtless portends an increase in truck traffic in Southeast Virginia. Over the past decade, Virginia has emerged as a significant warehousing and distribution hub for the East Coast, driven by the growth of the ports and the state’s strategic position. As this map shows, these distribution centers are located throughout the state. The planned port improvements have resulted in announcements of even more facilities along the Route 58 and 460 corridors in the greater Hampton Roads region. The Virginia Port Authority projects that increased port volume will result in an increase of almost 7,000 daily trips for commercial truck traffic on the roads of Southeast Virginia by 2030 for the 255 port working days each year.

Warehouse and Distribution Center Locations in Virginia

An aerial map of the port facilities makes it clear how important the Midtown Tunnel, the Downtown Tunnel, and the Martin Luther King extension are to the port facilities. The Midtown Tunnel (MTT) is the vital facility linking all of these terminals.


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Thus, while the Virginia Port Authority and APM Terminals have done an excellent job planning for development of terminal capacity, Virginia must now do its part to ensure that containers entering Virginia’s Ports can move around the state or to destinations beyond while minimizing undue delay and unsafe conditions.

Stakeholder support for these improvements is significant. As the recently concluded environmental impact statement process made clear, stakeholders at all levels—from citizens to governments and from existing businesses

to local economic development officers—have been vocal in their support of the project.

Support of Federal, State and Local Governments The proposed improvements have found broad support at every level of government as well as with many regional governmental groups. The fact that year after year, these improvements not only show up as top priorities in citizen polls, but also at the top of the regional transportation priority list from the Hampton Roads Metropolitan Planning Organization is a clear sign of support.

The following summarizes the official support from various local governments and interest groups related to the project:

Hampton Roads Metropolitan Planning Organization

The Hampton Roads Metropolitan Planning Organization (HRMPO) issued the Hampton Roads 2030 Long-Range Transportation Plan in December 2007. The Plan states that the Downtown Tunnel and Midtown Tunnel are among the congested areas that Hampton Roads residents named in a 2005 phone survey conducted on behalf of the Hampton Roads Planning District Commission. The Plan also includes the Midtown Tunnel and Martin Luther King Boulevard Extension tolling projects in a list of “Regionally-Significant Projects” approved by the MPO on October 17, 2007.

When developing the Plan, the MPO reviewed responses to the 2005 survey, then proposed a package of six toll projects, including the Midtown Tunnel and the MLK Extension project. At the Hampton Roads MPO October 18, 2006 meeting, the MPO voted to approve the list of projects and forwarded the list to VDOT for air quality conformity testing. At its July 18, 2007 meeting, the MPO revised the 2030 project list to include all six projects listed as “First Phase” in the transportation package passed by the General Assembly in 2007, known as House Bill 3202.

The Midtown Tunnel and MLK Extension projects are also included in the Transportation Improvement Program for FY 2009-2012, issued by the MPO in June 2008.

Norfolk City Council

On June 17, 2008, the Norfolk City Council unanimously passed a resolution expressing its concerns about transportation funding. The resolution states that without funding, the six projects identified by the Hampton Roads MPO, including the Midtown Tunnel, are at

NIT

Craney Island

APM Terminals

PMT

MTT

Aerial Photo of Port Facilities


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risk of being delayed. The resolution called on the Governor and General Assembly to approve legislation addressing the transportation funding crisis and declares that taxes, fees and tolls should be part of the solution “to provide broad-based consumer choices that ensure contributions by residents, businesses and visitors” (Norfolk City Council Resolution 1376, adopted June 17, 2008).

Prior to adopting a resolution, Norfolk Mayor Paul Fraim and City Council appointed a panel to develop recommendations for easing traffic congestion on Hampton Boulevard. The Hampton Boulevard Congestion Panel released a final report on June 10, 2008. Norfolk City Manager Regina Williams is reviewing the report and will issue recommendations for City Council to consider. Among other observations, the Panel noted that the Midtown Tunnel creates a bottleneck on Hampton Boulevard. The Panel recommended that City Council continue to endorse and support the Hampton Roads MPO transportation projects, emphasizing the importance of the Midtown Tunnel project. Furthermore, the Panel recommended that City Council “utilize whatever governmental and political processes” are available to obtain funding for these projects, and suggested that the Midtown Tunnel expansion begin in 2009. During the discussion on the Panel’s recommendations at the June 11, 2008 City Council Meeting, Mayor Fraim added that anything short of expanding the Midtown Tunnel and building a third crossing would not solve the congestion problems (Gregory Richards, Panel Pitches Solutions for Traffic on Hampton Roads, Virginian-Pilot, June 11, 2008).

Mayor Fraim has been a vocal proponent of the Midtown Tunnel project. In his “State of the City” speech on February 1, 2008, he said that an expanded Midtown Tunnel, along with other projects, would “further bind our region, our workforce and economy together” (Mayor’s State of the City Speech, February 1, 2008). The City of Norfolk’s 2008 Annual Report reiterates the importance of the Midtown Tunnel to the Norfolk economy.

Portsmouth City Council

The Portsmouth City Council voted 6-1 in favor of a resolution supporting the MLK Boulevard Extension project on July 22, 2008 (Melanie Woodrow, Portsmouth City Council Creates Controversy over Several Decisions, Wavy TV 10 Report, July 22, 2008). In response to concerns voiced at an earlier public hearing on the project, City Council members made some changes to the resolution that would help displaced Portsmouth residents and that called for reasonable tolls (Melanie Woodrow, Portsmouth City Council Creates Controversy over Several Decisions, Wavy TV 10 Report, July 22, 2008). City Council Member Doug Smith also voiced support for the Midtown Tunnel and MLK Extension projects during the May 21, 2008 Hampton Roads MPO meeting, when he said that the city supports promptly moving forward with these projects.

Several public hearings on the proposed MLK Extension have been held. VDOT and the City of Portsmouth held a May 14, 2008 hearing, where more than 80% of people who filled out comment sheets supported the extension of the MLK Boulevard, though less than half supported tolling (Jen McCaffery, Freeway Extension Popular, But Toll is Less So, Virginian-Pilot, June 10, 2008).

City Council also held a public hearing on the MLK Extension project on July 8, 2008. While some residents spoke in opposition to the extension on the grounds that it would displace residents - VOT has reported that the project would potentially displace 30 families and businesses - others voiced support, saying it was needed to relieve


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congestion (Jen McCaffery, Portsmouth Residents Voice Concerns About Potential Displacements, Virginian-Pilot, July 9, 2008).

The City of Portsmouth’s Comprehensive Plan supports regional transportation projects as well. On April 26, 2005, City Council adopted a new Comprehensive Plan, “Destination 2025: Setting a Bold New Course.” The Plan discusses Portsmouth’s congestion problems around the Downtown and Midtown Tunnels and says the MLK Extension and Midtown Tunnel second tube projects are unfunded but critically-needed to alleviate congestion. The Plan discusses the need to “vigorously support” the projects and calls for continued lobbying of state and federal officials and representatives for transportation funding and prioritization of these projects.

The congestion problems related to the Midtown and Downtown Tunnels are also discussed in the Portsmouth Master Transportation Plan Scoping Report, prepared for City Council and released in April 2008 by a consulting group in preparation for Portsmouth’s first Master Transportation Plan that will guide the transportation elements of the comprehensive plan.

Hampton Roads Chamber of Commerce

The Hampton Roads Chamber of Commerce website’s Grassroots Action Center contains a legislative call to action, urging Chamber members to contact Hampton Roads state legislators urging them to support a transportation solution. The call to action says that transportation revenues must be replaced so that the six critical transportation projects agreed to by Hampton Roads localities, including the Midtown Tunnel an MLK Extension, will be funded.

Along with other groups, the Chamber also signed on to a May 9, 2008 transportation funding letter to Hampton Roads legislators, Senate and House leadership, and Governor Kaine. The letter says that legislators and the Governor should secure and enhance transportation revenues so that the six major projects will be funded (May 9, 2008 Letter).

Hampton Roads Partnership

The Hampton Roads Partnership has been active in pushing for transportation funding. The Partnership launched an internet campaign and website, BeatTheGridlock.com, asking the public to lobby state legislators for funding for the six regional projects (Josh Brown, Web Site Asks Public to Lean on Lawmakers over Roads, Virginian-Pilot, July 3, 2008). The Partnership also sponsored a March 2008 breakfast to discuss transportation funding that was attended by six Hampton Roads legislators (Tom Holden, Plan to Raise Sales Tax to Fund Roads Gains Momentum, Virginian-Pilot, March 22, 2008).

The importance of transportation infrastructure to the economic vitality of Hampton Roads is also detailed in a Hampton Roads Partnership June 2004 Action Plan.

Communications Plan ERC understands the importance of having a communications plan that will address the needs and concerns of the many stakeholders in the areas impacted by these projects including the various municipalities, businesses and residents in the area and the Hampton Roads region.

First and foremost, all of the public outreach efforts will be coordinated with VDOT to ensure a consistent message that is effectively communicated to the public. Information


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about the construction itself, and its impacts, will need to be relayed in a timely manner using not only existing communications methods such as the 511 system and the Hampton Roads Highway Advisory Radio System, but through web-based tools and public meetings.

The Public Relations Strategy will focus on clarifying the impact of the project upon local governments and the general public. The plan will include media briefings, and if necessary talking points for all stakeholders. Targeted efforts will be directed at appropriate local officials, legislators, local government agencies, civic leaders and private commercial real estate industry representatives.

The Communication/Information Plan and Strategy will be a multi-audience plan to ensure that all stakeholders including the general public remain actively involved and informed throughout the term of the project until completion. There will be regular consultations with team members including City, County and State officials. There will be two principal areas for implementation – internal and external communications.

Internal Communications will include regular project team meetings between the development team and public staff members, and may include the creation of a Communications Committee comprised of development team, local and State representatives.

External communications to inform stakeholders and the general public about the progress and development of the project may include feature articles in local newspapers, promoting the Project, providing progress reports and encouraging support in project activities; educational seminars about the overall scope, timing and benefits; participation in state and local government level roundtables and other speaking opportunities or public forums; participation in local and regional public and professional trade group and related organizations; a project website and a project hot line. The web site and hotline will focus on the traveling public.

4. QUALITY ASSURANCE AND QUALITY CONTROL, INCLUDING CONTEXT SENSITIVE SOLUTIONS

ERC is committed to the concept that work of uniformly high quality is achieved through implementation of an effective quality assurance / quality control (QA/QC) program. This is evidenced by the fact that all of the team members have long-standing QA/QC procedures already in-place that have been used on numerous projects. For all of the team members, quality is a mind set and a culture to be fostered and not simply a procedure to be implemented. On a project with the complexity of the Midtown Tunnel / Downtown Tunnel / MLK Extension, this commitment to quality is essential to the satisfactory execution of the project. The quality procedures to be implemented will be based on the existing corporate procedures of the team members. This will avoid unnecessary repetition, will provide detailed, workable and proven procedures that the team members are familiar with and which can be implemented immediately.

QA/QC Plans will be developed for the three distinct phases of the MTT project, one each for design, construction and operations. The design quality control plan will be based on the Parsons Brinkerhoff corporate plan, the construction quality plan will be based on the Skanska corporate plan and the operations quality plan will be based on the Macquarie corporate plan. Each of these documents has been utilized successfully on numerous projects including design-build and public-private partnership projects.


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Responsibility for the execution of the quality plans will reside with the senior management of the organization responsible for the particular phase of the project. Application of the processes will be documented and such documentation will be maintained in project files for all aspects of the work.

For example, the team will implement a Quality Management System (QMS) structured in accordance with ISO 9001:2000 during construction. This proven, structured approach to QA/QC provides assurance that the project team will properly manage compliance with contract requirements and will provide an objective measure of quality performance.

A project-specific Quality Plan, based on the QMS, will address the specific submittals, documents and data, and quality process required by the project. The project Quality Manager will have full control and authority to implement the quality plan and ensure that the required quality control work is properly performed. This manager will also communicate with the project manager to ensure integration of production scheduling and activities with the required inspections and tests noted in the quality plan.

The responsibility for the verification of the use of these procedures and processes will be with the Quality Manager and staff. This group, independent of the traditional design, construction and operations organizations, will provide the quality assurance aspect of the quality program. The Quality Manager will perform quality audits periodically during each phase of the project to verify the quality procedures are being implemented and documented properly During the construction phase of the project this will also include field verification of material and systems. By maintaining an independent relationship with other parts of the project organization, this group can perform its function unhindered and report directly to project executive management rather than through the senior management responsible for the differing phases of the project. Thus while the quality processes are fully integrated into the different project organizations, the group charged with the verification of the proper implementation of these processes is fully independent.

All personnel coming onto the project will receive training in the Quality Plan relative to their area of assignment. Throughout the duration of the project, additional quality training will be conducted to ensure that quality remains first and foremost in the execution of the work.

While not part of traditional QA/QC procedures, this project will use Context Sensitive Design/Context Sensitive Solutions (CSD/CSS) methods to plan, design, construct and operate. The results of these methods need to be tracked throughout the execution of the project. A program will be developed to verify that the results of the project development process are carried through from one phase of the project to the next.

The results of the planning, alternatives development and screening need to be brought forward into design development, construction and operations such that the anticipated benefits to all stakeholders are realized. During the design activity, this will be part of the design development process which is the responsibility of senior management in the design organization. For those elements of the project that are in construction, it will be part of the normal QA/QC process verifying that materials and systems are installed according to the contract documents. Supplementing this effort, lead designers will make periodic field visits to ensure that the design intent is being carried forth. The reports generated by the lead


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designers will be submitted to the Quality Manager to become part of the quality monitoring effort.

In the Quality Plan for the operations phase of the project, certain features of the design which contribute to the character and suitability of the project context will be highlighted for inclusion. In addition to the standard maintenance and operational factors used to judge the quality aspects of an operation, these will be used to monitor the performance of the implemented project solution in meeting the goals established for it. During the operations phase, stakeholder input regarding the performance of the facilities will be as important as it was in the initial planning and design phase. An outreach program will be part of the operations phase to elicit this input from the stakeholders and to validate performance.

5. DESIGN, INCLUDING LEED AND ENERGY STAR RATING SYSTEMS

Tunnel Cross-section The goal of the design process is to meet the RFP requirements to provide an economical and constructible project that is cost-efficient from a life-cycle perspective to operate and maintain. To that end, select studies have been undertaken to determine some of the key parameters that will drive the final tunnel design, cost, and performance.

The tunnel cross-section will be largely determined by the required traffic clearances and NFPA 502 requirements for ventilation, fire protection, and evacuation. Transverse, semi-transverse, and longitudinal ventilation systems for the new tunnel have been evaluated and it has been determined that a longitudinal ventilation system based on jet fans will result in the smallest cross-section while having the lowest future maintenance costs. These fans can be mounted directly over traffic, either in blisters, or in a constant-height ceiling.

Using the jet fan concept, and working with NFPA 502 and the clearances specified in the SFQ, the typical cross-section was developed as shown below. This section provides for the required 2-12’ lanes; 2’ shy distances to the face of the barriers; an elevated 2’-6” wide maintenance walkway; and a 3’-8” egress corridor separated from the main tunnel by fire-rated doors. A separate “utilidor” (utility corridor) is located above the egress corridor. Precast tile panels would face the lower 16’ of the tunnel walls, with fire-proofing mounted directly to the tunnel upper walls and ceiling above. The tunnel invert would slope uniformly in one direction to simplify the drainage piping. A mid-river pump station with submersible pumps will be required, as will portal pump stations and evacuation stairs.


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Tunnel Cross-Section

Preliminary calculations for both service loads and immersion loads have been performed to determine the approximate member thicknesses, and these in turn have been used for buoyancy calculations to determine approximate float-out drafts and placement techniques.

Alignment of Tunnel and Approach Roadways The roadway alignment of the tunnel and approach roads is primarily controlled by constructability issues for the tunnel, connections to the existing roadways, and clearances for the navigational channel. The stability of the existing tunnel during dredging operations for the new tube sections has been investigated as well as constructability issues related to working in the locking fill of the existing tunnel, and it has been determined that the distance from center-to-center of the tubes would have to be approximately 90’ minimum, and preferably 160’. From preliminary alignment work it was determined that a tangent alignment connecting the existing roadways places the tunnels at about 103’ center to center which exceeds the target minimum distance. Even at this distance, some method of earth support will be required between the two tubes to ensure soil stability to protect the existing tunnel. The preliminary tunnel and approach roadway alignment is shown in below.

The alignment on the Portsmouth approach roadway yields a simple curve that fits within the existing ROW. The Port access road will have to be relocated permanently, and other temporary relocations of roads and railways will be required during construction, particularly within the Port property. The alignment of the Norfolk approach roadway connects directly


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with the existing westbound lanes, thereby minimizing work within the existing interchange. The access road to the existing tunnel vent building will need to be permanently relocated. The relocation of the access roads and other approach roadway work will result in some minimal right-of-way impacts in Norfolk and Portsmouth.

Aerial view showing tunnel alignments

Construction of the proposed tunnel and approach roadways on the proposed alignment will impact utilities crossing the river as well as in the vicinity of the tunnel portals and approach roads. A 30-inch raw water line for the City of Norfolk and a 42-inch HRSD force main located north of the existing tunnel are anticipated to be impacted by dredging and / or cut and cover tunnel construction activities. Utilities that pass through the existing tunnel will likely be impacted, along with other utilities, by construction activities for the approach roadways and tunnel sections near the shorelines. Coordination of the tunnel and roadway design with the various utility owners to relocate or protect the utility lines will be an on-going process.

MLK Freeway The MLK freeway extension and interchange will provide a direct freeway-to-freeway connection between I-264 and the Midtown Tunnel. The chosen alignment and location of the Interchange was approved by the CTB in the early 1990’s. More recently, an approved


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Interchange Justification Report reaffirmed the chosen location. This alignment as indicated in the Interchange Justification Report is Alternative E with the Option 4 variant.

The location of the proposed interchange is between existing interchanges at US 17 (Exit 5) and Des Moines Avenue (Exit 6). From the interchange, the alignment runs north and connects at grade with London Blvd. The freeway extension is based on the Stage I plans developed by VDOT in 1999. Those plans were the result of studies of alternative concepts that included various span arrangements as well as different superstructure and substructure types. The alternative chosen and developed was a steel girder bridge with reinforced concrete substructure units.

Because the project has been dormant for over eight years, changes that have occurred to private and commercial properties, utilities, and business property usage, site information will need to be verified. Based on the new site information, the span arrangement will be adjusted to account for changes that have occurred. In addition to adjustments for new site constraints, the economic feasibility of the existing bridge layout and chosen structure may no longer apply in today’s economic climate. Bridge lengths and span arrangements will be established based on horizontal and vertical clearance requirements that will strive to lessen impacts to right-of-way acquisition and environmental concerns. For each alternative selected, various span arrangements and girder types will be evaluated to determine the optimum bridge type. Cost comparisons for adding walls vs. extending bridge lengths will be evaluated where practical.

Criteria to determine the optimum structure type will include economy, ease of construction and future maintenance costs. Where feasible, both steel and concrete structures may be considered. The visual impact of the structure with the surroundings will also be considered in any evaluation and selection criteria. Weathering steel and high strength steel may be evaluated, and high strength concrete may be evaluated for any concrete alternatives investigated. Integral abutments/jointless structures will be considered where practical and within current VDOT guidelines.

The construction documents will be prepared in accordance with the most current AASHTO Standard Specifications for Highway Bridges and VDOT Modifications. VDOT standard drawings will be used where appropriate.

LEED and Green Design The Leadership in Energy and Environmental Design (LEED) Green Building Rating System™ encourages and accelerates global adoption of sustainable green building and development practices through the creation and implementation of universally understood and accepted tools and performance criteria. The U.S. Green Building Council (USGBC) program is the U.S. standard in sustainable building design. Sustainable design is more than energy savings, it is a social imperative that affects the way buildings are designed, the manner in which they are constructed, and the way they are used and maintained after construction. ERC is committed to sustainable design and development. ERC designer Parsons Brinkerhoff’s offices in the U.K., Singapore, and New York are certified to the ISO 14001 environmental standard, and other PB offices are developing plans for certification. On the construction side, Skanska is certified globally to the ISO 14001 environmental standard for all projects and offices. It is currently rated as the No.1 Green Contractor in the United States by Engineering News-Record magazine.


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The designers and the construction team will pursue opportunities to enhance energy savings and produce a sustainable design. A few examples of such opportunities include:

Erosion and Sediment Control: Create an Erosion and Sedimentation Control Plan during the design phase of the project. Consider employing strategies such as temporary and permanent seeding, mulching, earth dikes, silt fencing, sediment traps and sediment basins.

Light pollution reduction: Do not exceed IESNA lighting level AND design interior and exterior lighting so that no direct-beam illumination leaves the site.

Stormwater management: Implement a stormwater management plan that protects receiving stream channels from excessive erosion by implementing a stream channel protection strategy and quantity control strategies. Capture and treat runoff from 90% average annual rainfall) and remove 80% TSS per EPA guidelines.

Water efficiency: in the building(s), use low flow fixtures, sensors and showers. When landscaping, choose plantings that do not require an irrigation system for its sustenance.

Regional materials: use 20% extracted, processed and manufactured regionally. The ERC team will work with VDOT to expand this list of opportunities and evaluate them to determine which alternatives, if any, are cost effective and practical to implement.

Doing excellent work for VDOT is, of course, the ultimate objective. The numerous sustainability–related awards the ERC design team has garnered include:

Corona Maintenance Shop, New York, New York: 2004 Green Building Design Competition for New York City, Honorable Mention

Bulimba Creek Oxbow, Queensland, Australia: 2003 Case Earth Awards for Environment, 2002 Queensland Stormwater Industry Association Award in the Design and Planning Category, and 2002 Ministers Grand prize in the Healthy Waterways Awards

TradeCoast Central Master Plan, Queensland, Australia: 2003 Stormwater Industry Association of Queensland, high commendation, ‘Major Water Sensitive Urban Design Project over $1.0 Million

PLACE3S Software, Developed in PB’s Portland, Oregon Office: 2002 Sierra Club’s Excellence in Environmental Design

Shatin Government Office, Hong Kong: 2002 Sustainable Design Award Scheme for Completed Projects by Architectural Services Department

Hong Kong Baptist University, Hong Kong: 2002 Outstanding Green Project Award

Parsons Brinckerhoff is strongly committed to ensuring an environment suitable for a meaningful quality of life for future generations. Consequently, we embrace both the principles of sustainable development—a more careful balancing of social, environmental, and economic concerns—and its fundamental goal of development that meets the needs of the present without compromising the ability of future generations to meet their own needs. We will endeavor to promote these objectives through strategic initiatives integrating the principles of sustainable development into the processes and outcomes of our professional work. Such initiatives will include internal training, ISO-14001 certification of our offices, an official reporting system, and other supporting strategies. [Corporate Policy adopted by PB’s Board of Directors in March 2004]

PB Environmental Policy


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Shuweihat S1 Independent Power and Water Project, Abu Dhabi, United Arab Emirates, (Energy Improvements to Thermal Desalination): 2001 UK Engineering Council Award for Sustainable Engineering

Water Reclamation and Management Scheme, Australia: 2000 Australian Water Association Award, Best Watercycle Management

State Route 87, Phoenix, Arizona: 1999 Environmental Excellence Award in Wetland and Other Ecosystems, Federal Highway Administration

Haven of Hope Hospital, Hong Kong: 1997 Energy Efficient Building award by Energy Advisory Committee.

Energy Star is a joint program of the U.S. Environmental Protection Agency and the U.S. Department of Energy. The program provides building design guidelines that are a strategic management approach, not a technical reference, to incorporate energy performance in the building design process. It is a set of suggested actions for design professionals and building owners to establish and achieve energy goals. These guidelines encourage best practices for energy design as part of the overall design process, and can help translate design intent to top energy performing buildings. Some of the guidelines that would potentially be considered when designing the Midtown Tunnel project include:

Analyze the site based on how it will affect energy and determine building orientation that enhances energy performance. Use natural shading features to reduce cooling load. Consider day lighting to reduce electrical lighting requirement and the air-conditioning load.

Use energy design guidance to select the technologies that help deliver superior energy performance and indoor environmental quality. Right-size mechanical systems based on anticipated systems performance and loads, rather than rules of thumb.

Include an energy expert to review the selected energy strategies and provide preliminary costs and benefits for various design options. Begin energy analysis of design concepts using appropriate system design tools.

Identify energy-efficient design elements that require careful specification and assemble resources that explain installation, operation, and any other requirements.

Technical trends in the design of ITS devices and technology advancements support the design of energy efficient ITS systems. All servers, workstations and other appropriate TMC devices will be energy star rated. ITS Traffic Management Centers (TMC) are already being constructed to meet LEED standards as part of LEED certified buildings. Successful compliant centers will be used as the design starting point for the ITS management center to help achieve these goals. Energy Star compliant servers workstations and displays will be specified for the TMC. Compact fluorescent lighting will be specified for the TMC and all work spaces. Although Energy Star standards may not be developed for all electronic devices used in ITS systems, published ITS equipment specifications will be used as guidelines to select the ITS devices that come closest to current Energy Star rating criteria. LED technology now provides long life energy efficient dynamic message signs, lane control signals, traffic signal heads and other signaling devices which will be used in field system design, specification, and construction to minimize energy consumption. Low power efficient communication s devices for the network will also be specified as well as reduced power closed-circuit television.


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Context Sensitive Solutions While Context Sensitive Solutions (CSS) is much more a project development process than simply a design process, the design elements of the Midtown Tunnel project can be well served by the CSS approach. The project location lends itself to an approach that adds value to its surroundings by minimizing its footprint and reducing the impacts to the community and traveling public both during and after construction.

To quote VDOT Commissioner David Ekern, context sensitive solutions must consider “community impacts, community character, cultural resources, and community cohesion.” They should be “…customer focused, creative in reducing community barriers, technologically savvy, and entrepreneurial in attitude.” In other words, the project should result in a facility that is sustainable and a source of pride not only for the surrounding communities but all of the people who use this roadway.

The project team is keenly aware of the need to work with community stakeholders and regulating agencies to gain project acceptance and support and of the need to act as environmental trustees for succeeding generations, integrate environmental values into the project and improve conditions – not just comply with regulations.

The major elements of the team’s approach will be:

Collaborative and interdisciplinary approaches to decision-making;

Understanding of the aesthetic and other contexts within which this transportation project occurs;

Consideration of human and natural environmental effects of transportation and mobility; and

Selection of design criteria appropriate to the project’s safety, operational, and environmental needs.

The key benefit of this approach is a move from “win-lose” negotiations often associated with the ‘avoid, minimize, mitigate’ approach to a “win-win” mindset that can build trust and streamline the project development process.

Extensive public outreach and coordination have been underway as official elements of the project planning and environmental documentation process. The project team’s main goal in this regard will be to continue that coordination process and communication with all of the project’s stakeholders.

The MLK Extension is proposed in a heavily urbanized area with a mixture of older residences and retail businesses on the northern and southern ends, with light and heavy industrial uses located in the central portion. The Midtown Tunnel portals are located in mixed-use areas, of primarily industrial/commercial waterfront character.

The environmental documentation notes that the impacts of the project are minimal and, in addition to the usual environmental concerns accompanying most any major project, addresses issues typical to this specific type of project such as community cohesion,

The surrounding communities care about how they will be affected by this project, and they will be vocal.


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environmental justice, and historic property impacts. The specific action required in the EA for the MLK Extension will be to carry out the mitigation measures for impacts to historic properties (the NRHP-eligible High Street / Harbor Drive District) as identified in VDOT’s final Memorandum of Agreement.

ERC will develop a detailed commitment tracking system that can assist in keeping promises made the stakeholders and permit requirements. The tracking system will help ensure that permit conditions are adequately incorporated into the contract documents and are implemented though construction of the project and the maintenance program after construction. Meaningful results will include documentation that all environmental commitments have been met prior to completion of the project, and that maintenance and operations personnel have received and understand all long-term compliance expectations for the site.

The CSS approach will also minimize impacts to sensitive physical areas during design such as soils, drainage patterns, waterways, erosion / sedimentation potential, and natural vegetation as much as practicable not only for the final project, but for temporary working areas and staging areas.

Aesthetic considerations for the bridges are addressed in the EA for the MLK Extension. The scale and height of the elevated roadway would generally fit within the existing urban and industrial setting of the area. Nor substantial visual impacts are anticipated as a result of this project. The document calls for painted superstructure using standard VDOT paint system and painting the parapets white with an epoxy protective coating.

The piers are to be hammerhead piers with suggested rustication finish or a rough finish to the face of the units. Both of these finishes will not only enhance the units but will also provide a graffiti deterrent since the surfaces will not be smooth. The figures below show two alternative bridge pier designs.

Alternative Bridge Pier Designs

The project team will use sustainable design principles to develop an aesthetic design of the tunnel portals and ancillary structures. The resulting facilities will be energy efficient and will add visual quality to the project site and surrounding area while remaining cost-effective.

The team’s efforts to meet the Commissioner’s definition of being “…technologically savvy, and entrepreneurial in attitude” are addressed in Section 10.4.4.

Regardless of the extensive, careful planning that has characterized this project to date, experience shows that when existing facilities are expanded and the impacts are expensive


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and difficult to handle, pressure develops on the design team to compromise on traditional design requirements. That is why this project will benefit from the experienced, creative PB design team. PB has the knowledge and experience to look behind the “cook-book” to develop creative, efficient, and safe design solutions.

6. CONSTRUCTION The Downtown Tunnel/Midtown Tunnel/MLK Extension Project presents many complex construction challenges. The most critical of these challenges include:

Tunnel Alignment Tube Construction Tube Fabrication Facility Tube Water Tightness Dredging and Dredge Material Disposal Existing Harbor Utilities Marine Construction Means and Methods Tunnel Approaches MLK “Urban” Construction Construction Schedule Maintenance of Traffic.

These challenges will be overcome by applying the team’s extensive experience in building immersed tube tunnels and by self performing the majority of the work.

Tunnel Alignment The Tunnel Alignment is the most critical issue. The new tunnel must be aligned to avoid damaging the existing tunnel during construction. It is also critical that the new tunnel align with the existing surface facilities on each approach.

The preliminary alignment shows the new tunnel parallel to the existing tunnel, 52 feet center to center. The clear distance between the two structures, as planned, is less than 10 feet. This alignment and the poor subsurface conditions that exist in the area, present a high probability that damage to the existing tunnel could occur during construction of the new tunnel.

Realignment of the new tunnel a further distance from the existing tunnel is the best and most logical means to mitigate the alignment risk. Alignment schemes have been prepared that accommodate the connections to the existing roadways with minimal additional ROW required while maintaining a safe distance from the existing Midtown Tunnel.

Tube Construction Although the majority of the Immersed tube tunnels in the United States have been steel shelled concrete tubes, concrete tube elements are proposed. Steel tubes require a skilled shipyard operation and have limited constructible cross sections. Concrete tubes are cheaper and have more flexibility in the cross sectional design. Most importantly, however, the fabrication of concrete tubes can be self-performed.


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Tube Fabrication Facility Tube fabrication will involve the construction of 12 rectangular, reinforced concrete tube elements. The tubes will likely be fabricated locally using in-house resources. This has many benefits. Having built half the immersed tube tunnels in the Norfolk area as well as numerous other local projects, the team is very familiar with the local labor force and with the area’s material suppliers. A local facility minimizes the length of the tow of the fabricated tube elements to the job site, reducing risk. The layout of the facility allows four tubes to be fabricated at a time in an assembly line fashion. This method, coupled with the self-perform approach, will provide for a safe, high quality, efficient and economical tube fabrication process.

Tube Water Tightness During concrete tube fabrication, a key challenge is to provide tube elements that are water tight.

A concrete mix design will be employed that minimizes the internal stresses that result in cracking. Cement types have been manufactured and concrete additives have been developed to achieve this end result. Temperature control techniques will be used to minimize temperature differentials between the inner and outer layers of mass concrete pours. These techniques are now commonplace on many work sites and have been successfully utilized by team members in the past. All construction joints will be prepped and bonded to the subsequent pour and will contain both a waterstop and a swell strip. A waterproofing membrane will be installed on the full exterior of the tube elements. A water intrusion survey of a completed tube element will be performed at the tube fabrication facility after the float out of each tube and before towing to the job site. Any issues with leakage will be immediately addressed at that time.

Dredging and Dredge Material Disposal Installation of the immersed tube tunnel elements will require dredging a trench about 55’ wide at the bottom with anticipated 2H:1V trench slopes. Approximately 1,500,000 cubic yards of material will be excavated.

Due to the extreme depths of excavation, hydraulic dredging is not feasible. Instead, the dredging will be performed using cranes with clam buckets mounted on barges. The dredged material will be loaded by the cranes into material barges The barges will then be towed to a disposal site located 60 miles upstream on the James River where the dredged material will be off loaded at the Port Tobacco site. The dredging will operate on a 7 days per week, 24 hours per day schedule with the schedule dates adhering to the requirements of the FEIS (i.e. between October and March).

Prior to dredging, sediment analyses of the river bottom will be performed and a plan to dredge and dispose of any contaminated soils will be prepared.

This work will likely be subcontracted to a dredging contractor. However, the team does have the ability, the expertise and the equipment to perform the dredging with in-house forces. Either way, firm control of this critical operation will be maintained.


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Existing Harbor Utilities Of additional concern, particularly at a 2H:1V dredged slope, is the close proximity of two downstream utilities - an existing 30” raw water line and a 42” HRSD force main.

Based on the age and condition of these lines, relocation of these lines to locations beyond the influence of the work is assumed.

This condition is not unusual for these projects and is one that has been encountered in the past. For example, on the Fort McHenry Immersed tube tunnel Project in Baltimore, a 48-inch waterline that crossed the tube trench was successfully re-routed.

Marine Construction Means and Methods A successful immersed tube tunnel project requires that the numerous marine operations be carefully planned and executed. These operations include the installation of the foundation course material, the placement of the tube elements, the installation of the locking backfill, the installation of the ordinary backfill and the installation of the armor stone.

Foundation Course

A minimum 3-foot thick screeded gravel bed upon which to found the immersed tube tunnel elements will be laid down. The foundation course material needs to be installed to a tolerance that provides for the proper horizontal and vertical alignment while maintaining the necessary bearing area. To achieve the necessary tolerance, a specialty “screed” barge will be employed. Screed barges have been used by team members on immersed tube tunnel projects that screeded foundation courses in depths of water up to 100’ within a tolerance of 0.10’. The screed barge is unaffected by tidal action through its use of large counterweights and a buoyant/non-buoyant hull design. An underwater plow, suspended from a traveler that runs on rails mounted on the screed barge, grades the foundation course material.

Placement of Tube Elements

Twelve Immersed tube tunnel elements must be placed onto the screeded gravel foundation course.

Critical to the successful placement of the individual tube elements is the placement equipment design, the ballasting operation, survey control and the connection of the tube elements once on the bottom. For the overall placement operation, the tube placement sequence is also critical.

Placement of the tube elements will be performed using a special catamaran barge with placing girders spanning the opening between the barge hulls. The “placing” barge is capable of receiving, supporting, ballasting and lowering the negatively buoyant elements. Again, this approach is consistent with the placement methods the team has used on numerous other immersed tube tunnel projects. Please see the generic tube placement illustration shown in the figure.

To achieve negative buoyancy, a series of water ballast tanks will be installed within each tube element, accessible from the placing barge. An engineered sequence of filling the

Tube Placement


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ballast tanks with water, which accommodates the local conditions at the time of placement (i.e. salinity, current, etc), will then allow for a controlled lowering of the tube element.

Removable survey towers, mounted on the outboard end of each tube element, and GPS technology will be used to control the horizontal and vertical location of the tube element.

A successful, watertight connection between tube elements is accomplished through the use of railroad couplers, a specialized joint system and the principle of differential water pressure. Upon lowering the tube element to within a short, specified distance of a previously placed tube, a pair of railroad couplers, mounted on the tube being placed, are extended, connected to mounts on the in-place tube and then retracted to close the final gap. The joint is then secured by dewatering the gap between the bulkheads of the two tubes which causes a substantial pressure differential, compressing the specialized rubber joint gasket system installed during tube fabrication.

The conceptual approach for the tube placement sequence is to install the two easternmost tubes first so that the Norfolk approach work can proceed. Placement will then continue with the westernmost tube (so that the Portsmouth approach work can also proceed) and work eastward with a closure joint installed between the second tube placed and the last tube placed. This sequence provides the most schedule flexibility and removes the closure joint from the proximity of the shipping channel.

Tube Backfills

Backfill of the immersed tube tunnel involves three distinct operations. These are the locking backfill, the ordinary backfill and armor stone operations.

The locking backfill is installed immediately after tube placement to prevent any horizontal movement of the tube element. The locking fill is placed to the approximate mid-height of the tube. In the past, the locking backfill has been installed with various methods and types of equipment including cranes with clamshell buckets and with specially designed barges using conveyors and tremie pipes. Placing the locking backfill with cranes with clamshell buckets is envisioned at this time.

The majority of the trench backfill is ordinary backfill. The ordinary fill is designed to bring the excavated trench back to an elevation that provides 10’ of cover over the newly placed tunnel. This material will also be placed with cranes with clamshell buckets.

The final marine operation involves the placement of a 5’ thick layer of 12” armor stone above the new tunnel. The layer protects the tunnel from scour and from dragged ship anchors or other possible marine impacts. The armor stone will be placed with a crane with clamshell bucket.

Tunnel Approaches Approach structures at each end of the immersed tube tunnel bring the tunnel up to grade and tie into the existing Portsmouth and Norfolk road systems. The conceptual approach includes 500’ of a cut and cover concrete structure and 700’ of an open cut concrete structure (commonly referred to as a “boat” section) within each approach. Please see the figure below, which displays the profile view of the tunnel and approaches.


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Proposed tunnel profile

There are numerous challenges to the construction of these approaches. Common to both approaches are problems associated with unsuitable soils and the interface with the Immersed tube tunnel. Unique to the Portsmouth side is the challenge of coordinating the work with the activities of the Port Authority and the conflicting presence of the 30” waterline. The key site specific challenge on the Norfolk side involves tying the new westbound roadway into an already hectic interchange while maintaining the daily flow of traffic.

The approaches will be built using cut and cover construction techniques. A sufficiently rigid support of excavation wall system with internal bracing members will be installed to maintain the existing areas surrounding the excavation. Dewatering of the cut will be accomplished through a series of deep wells and localized sump pumping. Any unsuitable soils will be removed and replaced with adequate bearing material.

The interface between the approach work and the end tubes has proven to be a major challenge on many previous immersed tube tunnel projects. The intrusion of water from underneath the tube into the approach area is a major concern. The design and construction of the interface between the approach support of excavation wall system and the tube is therefore extremely critical to the successful dewatering and stability of the approach cut. Experience from past immersed tube tunnel projects will be applied to design and construct a successful interface plan.

On the Portsmouth Approach, the conceptual approach includes the removal and replacement of the existing 30-inch waterline to a location that does not interfere with the construction of the approach. Additionally, the Port Authority’s needs for continued road and rail access through their property during the construction period has been considered and accounted for.

On the Norfolk side, work to tie into the existing interchange will require a well thought out phasing plan with the majority of the tie in work performed at night. For this conceptual proposal, some work on the substructure of the existing Brambleton Bridge is assumed so as to accommodate the new west bound lanes. Work on the existing Brambleton Bridge will also be required to accommodate necessary revisions to the method for the inspecting and handling of over height vehicles.


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MLK “Urban” Construction Extension of the MLK will require the construction of 5,600 feet of an elevated, limited access freeway with associated ramps and bridge structures through developed residential, commercial and industrial sections of Portsmouth.

As shown on the Work History Forms included in Section 10.4.2.1, the ERC team has built numerous complicated projects in urban areas similar to the work environment for the MLK. The safety of the public is, and always will be, the number one concern. In this work environment, it is critical that workers pay strict attention to fences and barricades; that the equipment operators have properly maintained backup alarms; that work areas are suitably identified and well lit; and, that temporary signage for detours is well laid out and understandable.

Construction Schedule The duration of the construction is critical to the many stakeholders. To the travelling public, completion of the work means relief from traffic congestion. To those in close proximity to the work, it means the end of construction barricades and fences, cranes and backhoes. To river traffic, it means the channel is clear of construction barges. To the Port Authority, it means their day to day operations become normal once again. And, to ERC, it means the initiation of a revenue stream from toll collection.

The team has the experience and the immersed tube tunnel expertise to develop, maintain and meet an aggressive, achievable schedule. In the United States alone, the team has built almost 52,000 feet of Immersed tube tunnels with 18,500 feet built in the Tidewater area. The common key to success in building the work within the schedule durations on all these projects has been the ability to self-perform the majority of the work.

On this project, all the major work operations will be self-performed except possibly the dredging. This results in self-perform percentages of between 73%, with the dredging subcontracted, and 81%, with the dredging self performed. Either way, maximum control of the schedule will be maintained.

Design

Preparation and Fabrication

Construction

Existing Tunnel Upgrades

37-39 40-42 43-45 46-48Q1 Q2 Q3 Q4

25-27 28-30 31-33 34-36Q1 Q2 Q3 Q4

13-15 16-18 19-21 22-24Q1 Q2 Q3 Q4Q3 Q4

1-3 4-6 7-9 10-12

2013 2014DESCRIPTION

2010 2011 2012Q1

49-51Q1 Q2

Maintenance of Traffic The approach to the development of traffic management/maintenance of traffic (MOT) plans for the project will follow VDOT’s IIM-LD-241/TED-351 on Work Zone Safety and Mobility for Category 3 projects. (Category 3 projects are large scale multi-phase, multi-year construction projects in Northern Virginia, Richmond, or Hampton Roads on Interstate or Principal Arterial Roadways.) This guideline sets forth specific requirements, including:


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Detailed Traffic Impact Assessment, Detailed Temporary Traffic Control Plan, Public Communications Plan, and Transportation Operations Plan.

Virginia’s Implementation of the Final Rule on Work Zone Safety and Mobility which supplements the Virginia Work Zone Protection Manual will be followed. The team will also follow the June 2005 Guidelines for Developing Transportation Management Plans in Virginia. In addition, the Joint Venture team will comply with the Federal Highway Administration Final Rule on Work Zone Safety and Mobility.

ERC will conduct the following actions in the development of the transportation management and MOT plans.

Detailed Traffic Impact Assessment The assessment during systems planning will entail a qualitative exercise to list potential impacts of a project, along with a list of potential management strategies, and the expected costs of the management strategies. Possible management strategies to minimize traffic delays, maintain or improve motorists and worker safety, and maintain access for business and residents are as follows (this list highlights only the major areas of managements and is not conclusive):

Encourage the use of Park and Ride Lots; Parking Management/ Pricing, Rideshare Incentives, Transit Incentives; Promote Variable Work Hours; Promote Telecommute; and Clearly delineated Roadway Detours.

Detailed Temporary Traffic Control Plan (TTC Plan) The temporary traffic control plans for the project will be consistent with the provisions of the Virginia Work Area Protection Manual (VWAPM), AASHTO’s Roadside Design Guide and the Manual on Uniform Traffic Control Devices (MUTCD). The TTC’s developed will be staged according to the construction activities and will maintain the existing number of travel lanes on I-264, Brambleton Ave., and Hampton Blvd. during the peak periods. Other facilities may have lane closures during peak hours during specific stages of construction. Since eastbound I-264 is congested during the peak periods with queues extending from the Downtown Tunnel to west of the Des Moines Avenue interchange, portable variable message signs (VMS/DMS) will be placed in advance of and within the construction zone to provide appropriate direction/notification to the traveling public. Additional VMS/DMS signs may be used along Brambleton Ave. and Hampton Blvd. These VMS/DMS signs will be used for both directions of travel as well as other areas as the need is determined. Additional lane closures will be allowed during off-peak hours to facilitate construction activities. The number of the travel lanes on I-264 will be maintained, however the existing outside shoulders may be closed and lane widths reduced to facilitate construction of the collector/distributor (CD’s) lanes.


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Since the three portions of the project all serve traffic moving between Norfolk and Portsmouth the TTC plans will require close coordination of each stage of construction for each portion of the project.

The new tunnel work at the Midtown Tunnel will include at-grade roadway connections, “boat section” roadway between retaining walls, cut and cover tunnel, and an immersed tube tunnel section. During construction of the new tunnel, existing travel lanes on US 58, Brambleton Ave., and Hampton Blvd. will be maintained. A portion of the Virginia Port Authority (VPA) property will be closed during construction with detours or temporary roadways providing access around the construction area. The temporary roadway and rail closures on the port will be coordinated with the VPA. Some of the side streets in vicinity of the Norfolk interchange (US 58, Brambleton Ave., Hampton Blvd, and Raleigh Ave.) will experience lane closures and/or detours during construction.

The Martin Luther King Freeway (MLK) from I-264 to north of High Street is to be constructed on an elevated structure over vacant property and over Harbor Drive from Turnpike Road to north High Street where it ties into the existing MLK Freeway. Harbor Drive between Turnpike Road and the existing MLK Freeway south of London Boulevard is to be abandoned. The existing cross streets along Harbor Drive at Turnpike Road, County Street, King Street, and High Street are to remain open, however during construction of the piers and erection of the overhead superstructure, reduction in the number of approach lanes as well as the reduction in the width of the travel lanes may take place; a detour plan will be developed to guide traffic. The cross street along Harbor Drive at MacArthur Avenue is to be permanently closed. All detours will be coordinated with the appropriate City and VDOT personnel.

Off-peak lane closures are expected to provide sufficient work space and time for the systems upgrades at the Downtown Tunnel. This systems work will consist mainly of enhancements to the electrical, sensor, control, and warning systems necessary to meet or exceed the most current NFPA 502 fire code requirements. The lane closures at the Downtown Tunnel will be coordinated with construction activities at the Midtown Tunnel and along the MLK extension to minimize impacts to traffic.

The TTC plans and traffic operations during all phases of construction will be monitored and appropriate additions or modifications will be discussed with the stakeholders and implemented to resolve capacity and operational constraints as they may develop.

Public Communications Plan Public awareness and motorist information strategies will be implemented on an on-going basis until the project is completed. A web site will be established that will be used to inform the public with regards to which highways, local roadways, or interstate ramps are to be closed or under construction during the project. Various roadways, as well as the Des Moines Avenue interchange, are to be ultimately closed, however the roadways and their intersections will not be closed at the same time; access to westbound I-264 and to eastbound I-264 may be closed or restricted at different times. The web site will include a master construction schedule as well as be able to receive queries from the public regarding project issues.

ERC will reach out to communities, public officer holders, first-responders, and organizations affected by the construction to ensure that all constituencies are appraised of


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proposed traffic diversions and alternative access methods. Construction activity schedules will be sensitive to local community needs to the extent practicable.

Traffic Operations Plan The traffic operation plan will be developed to evaluate the proposed construction staging in order to maintain roadways capacities, and travel times for the motoring public and to quantitatively determine the impact to the roads under construction. The traffic operation plan will include the development of a traffic model for each stage of construction. The traffic engineering software utilized will be Synchro/SimTraffic (version 7). The evaluation of the construction staging alternatives will involve determination of measures of effectiveness (MOEs).

Mitigation strategies for congestion and demand management will be used. Typical mitigation strategies include:

Radar speed monitoring / display units Speed limit reduction prior to and within the construction project Traffic signal timing / coordination improvements Temporary traffic signals, e.g., MLK and High Street Towing for disabled vehicles Detours Ridesharing/carpooling incentives Transit incentives Variable work hours.

Maritime Traffic The Midtown Tunnel construction will disrupt marine traffic during the dredging, screeding, placing, and backfilling operations in the channel. ERC will work closely with the USCG, Navy, VPA, Maersk, Virginia Maritime Association and Virginia Pilots Association to develop a plan that will enable marine traffic to make accommodations for the temporary channel closures or restrictions required to build the tunnel. Any time-of-year restrictions for work in the waterways listed in the permits will be complied with.

7. ROW ACQUISITION AND RELOCATION ERC has engaged the Real Estate consulting firm of O. R. Colan Associates (ORC) as a team member for the ROW acquisition and relocation services necessary for this project. Those services are required for three specific areas:

Norfolk Approach – Brambleton interchange area (slivers and slices for roadway realignments)

Portsmouth Approach – Virginia Port Authority terminal (industrial property and underpass easements)

MLK Extension – private property (homes & businesses; acquisition and relocation). O. R. Colan and Associates has significant experience in Virginia, working for both public agencies and private clients. Even more relevant to this project is the fact that O. R. Colan


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and Associates, and their ROW Project Manager, Tom Phillips, have performed the same services for PPP projects in Texas (SH-130, segments 1-4) and Virginia (Pocahontas Parkway I-895). Other ROW assignments in Virginia include Dominion Power’s Loudon County 500kv power line, Route 1 in Prince William County, the VDOT project in Pennington Gap and Jonesville, and other work for the Virginia Port Authority.

Working directly for the ERC field team, ORC will perform title investigations, closings, appraisals, negotiations, and relocations. They have experience in using right-of-entry agreements for privately funded construction work to keep the projects moving.

8. UTILITIES RELOCATION ERC’s overall approach to utility coordination centers on a proactive outreach to share project information early and often, and to offer a full range of assistance to utility owners to help them understand project activities, evaluate conflicts between the project and their respective existing utility systems, identify any necessary conflict corridors, and prepare utility protection or relocation plans as required.

First, conflict evaluation will be performed of existing public water and sewer facilities versus the proposed construction and to validate any preliminary plans within the project corridor that are provided by VDOT or utility owners. Studies have been recently completed by both HRSD and the City of Norfolk considering both large diameter pipeline crossings of the Elizabeth River, just to the north of the existing tunnel corridor.

Utility coordination services will be provided in accordance with the “VDOT Utility Relocation Policies and Procedures Manual, Volume II,” revised November 2003, or the most current version. These services will be provided such that utility submittals for review (during the preliminary and final design phases) will meet the requirements of the VDOT manual, including the required documentation and utility forms.

In addition, ERC will perform the following activities to meet the utility relocation and coordination deliverables:

Project Startup Utility owners will be contacted and meeting schedules established. In fact, this process has begun with collaborations already occurring with HRSD and City of Norfolk Public Utilities.

Verify and Update Existing Utilities on Base Mapping ERC will meet and coordinate with all existing utility owners to verify and update existing utilities shown on the project base mapping. Once the project base mapping is verified, electronic files of project base mapping will be provided to all existing utility owners.

Conduct Utility Coordination Meetings ERC will coordinate, conduct, and document meetings with all existing utility owners that operate public or private utilities within the project corridor. An adequate number of meetings with the utility owners will be conducted to coordinate utility mapping and utility relocation plans to achieve goals and objectives; provide advance notice for the construction team, municipalities, and VDOT as required for their attendance at key meetings; and be available at the utility meetings to assist the utility owners with their utility conflict


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evaluations, utility relocation plan development, and completing necessary “utility paperwork” required by municipalities, utility owners, regulatory agencies, and VDOT.

Provide Design Information and SUE Test Hole Information Project information will be provided to the utility owners through the duration of the utility coordination services such that they can evaluate utility conflicts and prepare utility relocation drawings and sketches where necessary. Test hole requests from utility owners will be coordinated test hole data provided to utility owners. Color-coded exhibits and scroll maps, using project information, will be provided to utility owners to aid in achieving better overall utility coordination results.

Assist Utility Owners During Relocation Design On a conventional project, the private utilities typically relocate their own facilities on public ROW at their own expense and on their own schedule. On this project, the team may elect to undertake all or a portion of the utility relocation expense in order to expedite the schedule. Assistance will be provided to all utility owners who operate public or private utilities within the project corridor during the relocation design effort. This assistance will be provided in person, by phone, or by email in response to requests.

Develop Utility Coordination Plans A utility relocation plan set (utility disposition plans) will be developed based on information received from the utility owners. This will be a single plan set indicating all existing and proposed utilities together for easier identification of conflicts, relocation corridors, and clearances between all utilities and other construction. Thrust restraint lengths for water line relocations will be calculated and documented. Pipeline bedding and backfilling design and requirements will be determined and certified by the design team using existing and new geotechnical data, where required.

Permit Assistance ERC will coordinate with Virginia Health Department, Portsmouth, and Norfolk to receive approval by VHD for potable water and sanitary sewer relocation work. ERC will continue coordination with DHEC to arrive at final approval of the potable water and sanitary sewer relocation plans. All completed permit applications will be prepared to submit to VHD for approval.

Request/Review/Process Utility Paperwork ERC will request review and process utility relocation paperwork provided by the utility owners. ERC will coordinate with utility owners, municipalities, and VDOT to allow for all reviews and approvals.


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10.4.4.3.C. O&M CONCEPTUAL PLAN

1. TRANSITION BETWEEN CONSTRUCTION AND SERVICE COMMENCEMENT ERC is anticipated to take over operations and maintenance responsibilities from the date of Handover, which would occur upon Financial Close with VDOT.

Construction to Service Transition ERC anticipates it will be responsible for continuing to operate and maintain the Downtown Tunnel and the Midtown Tunnel for the term of the Comprehensive Agreement, including during the construction and rehabilitation works period.

Throughout this process, ERC will make customer service its top priority. The staff will work to ensure appropriate traffic management during the construction and major rehabilitation period. In addition, ERC will strive to provide adequate advance notice of construction activities via local newspapers, radio stations, and VDOT and the Project websites. Regular project construction update meetings will be conducted with VDOT and the Independent Engineer.

During the RFDP phase, ERC will conduct an assessment of the existing facilities to determine the immediate rehabilitation and the detailed construction work requirements. Wherever possible and in accordance with VDOT requirements under the Comprehensive Agreement, rehabilitation and construction works will be undertaken in low traffic periods in order to minimize the impact on customers.

Portable message signs and relocatable wireless cameras used during the construction phase will provide the project manager with the means to quickly identify and correct activities that might slow construction progress or correct potentially unsafe practices which could result in injuries or damaged equipment. These relocatable ITS devices will assist the construction manager in managing construction activities from construction though the phased transition from construction to full service commencement. Proper use of ITS can help reduce the overall duration and cost from pure construction through full service commencement activities. In the construction phase ITS can initially help reduce construction costs due to wasted materials, scheduling conflicts, poor safety practices, and subcontractor disputes. Then as the transition begins to system operational status, ITS will help the construction manager and operations manager to easily monitor activities at multiple locations from a central location and rapidly resolve issues that might impact scheduled activities.

As the project transitions from construction to service commencement, these relocatable assets will be used to monitor key locations and augment the fixed ITS assets as traffic is rerouted and new traffic lanes are opened. These relocatable devices can continue to be used during the operational service phase to support periodic maintenance activities, extending their useful life and increase the return on investment. Portable message signs can provide site specific information to motorists in advance of new lanes and travel routes opening and then through the life cycle of the project when scheduled or emergency maintenance is performed and in support of special events that will have a significant impact on traffic.


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Human Resources Transition Taking over existing operations of the tunnels will involve the assimilation of up to 147 VDOT employees. Macquarie has made investments in other operating toll roads and has experience with assimilating employees on toll roads around the world. ERC will combine world class operations and maintenance expertise with local knowledge to deliver superior service to both employees and the public.

During the RDFP phase, ERC will conduct an analysis of the existing operations and maintenance practices, specifically seeking to understand areas of strength and those that require further development. ERC will interview all existing employees and make offers of employment in the new entity at a similar salary and benefits package as currently provided by VDOT. The consortium currently anticipates the majority of existing employees will be offered positions by the date of handover from VDOT. The consortium recognizes that the existing tunnel and associated facilities have been well run and maintained and are seeking to have a smooth handover from VDOT to private entity operations.

For example, upon the privatization of the Indiana Toll Road, of which Macquarie is a significant shareholder, a management services contract was put in place to provide the concessionaire with access to the State Department of Transportation employees for a period of 9 months following financial close, with an optional 9-month extension. In order to ensure a smooth transition, the concessionaire began interviewing senior key employees prior to financial close, hiring many on directly with the concessionaire prior

to operational transition. Immediately after financial close, the concessionaire interviewed all State toll road employees, and subsequently made employment offers to over 300 State employees (80% of those actively working for ITR as State employees). In February 2007, over 95% of these employees accepted offers and became employees of the concessionaire, allowing for the early termination of the management services contract. ITR management augmented these full-time employees by hiring over 100 part-time toll collection and maintenance staff. The elimination of the management-services agreement and use of part-time employees allows the concessionaire to reduce fixed toll collection and maintenance costs replacing it with a more flexible variable component which is tied to toll road usage. This aligns toll road revenues with expenses, mitigating overall cost risk.

2. TOLLING OPERATIONS AND SYSTEMS The operating members have significant toll collection experience and operate numerous toll collection systems ranging from cash to all-electronic.

ERC is mindful of the limited space available at the sites of both tunnels and the surrounding network. This naturally makes us prefer a fully electronic tolling system. Such a system could be implemented with existing and reliable technology and a transaction could be captured through either transponders or video image of a license plate number.

Indiana Toll Road – Indiana (Macquarie)


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The tolling system will use the fiber optic backbone from the ITS installation. Tolls will be on dedicated fibers, separate from ITS to ensure data integrity and security. Common technology and design standards will be applied to the communications interfaces for both systems so that common spares can be provided and training will be standardized on one system, reducing training costs and technician training will ensure quick correction of faulty communications devices. In many cases common enclosures and shelters will house both ITS and Tolls communication devices, which will be clearly marked and physically grouped within the shelters. Access integrity will be assured by using toll system security and background standards for maintenance personnel who will have responsibility for both systems. Maintenance costs will be reduced by use of a common maintenance center for the fiber and communications devices. Additionally, standardized communication devices will reduce training costs.

E-ZPass transponders are already widely available and used in Virginia. ERC would utilize the existing E-ZPass population and encourage motorists to join by contacting VDOT’s Statewide Customer Service Center in Clifton Forge. This is the most reliable form of toll collection and is already well known to local and visiting motorists.

Video tolling will also be offered, although it is inherently less reliable than using transponders. Although video image capture and automatic review has advanced significantly in recent years, it still does not match the accuracy and reliability of a transponder based system. This necessarily means more toll revenue leakage and also requires a significantly greater degree of manual processing which is more expensive than automatic processing.

Further, ERC assumes it is to establish its own processing center for processing image-based tolls. ERC would need to understand what fees VDOT and the DMV would charge for license plate number lookups.

Dulles Greenway Two of Macquarie’s managed funds, Macquarie Infrastructure Group and Macquarie Infrastructure Partners, have a 100% economic interest in TRIP II, the concessionaire of the Dulles Greenway. The Dulles Greenway is located in Loudoun County, Virginia, and is a 14 mile, operating toll road with three lanes in each direction. TRIP II employs more than 60 toll operations and maintenance personnel to run the Dulles Greenway. The Dulles Greenway offers three forms of toll payment: cash, credit card (in the toll lane), and transponder. During peak hours, the Dulles Greenway experiences transponder usage rates in excess of 85% - which is the greatest of any tolled facility in Virginia. Dulles Greenway customers can use E-ZPass.

407-ETR The consortium, of which Macquarie is one of the shareholders, is responsible for all operations, maintenance, and rehabilitation of the 407-ETR, located in Southern Ontario, Canada. The 407-ETR is the first open road, all-electronic toll highway in the world. It utilizes 100% electronic tolling, with transponder tracking, automatic visual license plate recognition, and automatic vehicle identification and classification over the course of 433 lane miles, 41 ramps, and 197 interchanges. All transactions on the road are electronic with approximately 80% via transponder and 20% via video image capture of license plates. A total of 1,300,000 transponders have been issued with more than 800,000 currently in circulation. The 407-ETR has an average annual daily traffic of 292,500 and is one of the


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10.4.4

most technologically advanced and safest highways in the world. At the present time there are more than 410 employees supporting the operations and maintenance of this facility.

Indiana Toll Road (ITR) The concessionaire, jointly owned by Macquarie, has been responsible for performing all aspects of operations, maintenance and rehabilitation of the Indiana Toll Road since 2006. The Indiana Toll Road, a 157 mile facility with more than 50 years of history, is the largest toll highway public private partnership in the US with an AADT above 290,000 vehicles. This facility is supported by more than 450 local employees. The combination of the operational knowledge brought in by the consortium members and the local knowledge of standard and existing practices along the facility put forward by the existing personnel make this facility an unrivaled example of success. Consisting of a mixture of barrier and ticket tolling system, the ITR is currently undergoing technological improvement of its operations.

Chicago Skyway Macquarie is one of the main shareholders of the concessionaire which self-performs substantially all aspects of operations and maintenance on the Chicago Skyway. ETC was implemented on the Chicago Skyway in June 2005, less than six months after the concession was granted by the City of Chicago in early 2005. A contract with the Illinois Tollway Authority (“ITA”) was negotiated, enabling the consortium to utilize the ITA back office for three years with an option to renew for an additional two years. This unique strategy allowed the concessionaire to implement ETC in record time, while providing sufficient flexibility and time to develop a long term solution. Three months after the initial implementation, the ETC system was further expanded to allow for interoperability with E-ZPass transponders. The Chicago Skyway registers an AADT of 60,000 vehicles.

Autopista Central The 61-kilometer, 6-lane highway, Autopista Central, is the main artery of the Santiago toll road system. It is equipped with an advanced free-flow toll system. Tolls are collected by the Special Purpose Company, Autopista Central de Chile (of which Skanska holds a 50% stake), via a 24 hour service centre that monitors the highway and provides emergency and breakdown services as well as collecting tolls for over 120,000 journeys a day, generating $100 million revenue in 2007. Over 87% of travelers are equipped with electronic transponders, while the remainder are captured using video tolling. Autopista Central is the largest infrastructure city road project in Chile, and is a part of the Pan American corridor

Chicago Skyway – Chicago (Macquarie)


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10.4.4

linking Chile with South American countries along the Pacific Ocean. Before the highway opened, crossing the city took more than an hour. Now it’s only 15 minutes.

A1 Autostrada As a partner on the A1 Autostrada project, Skanska responded to an urgent need of the Polish government; development of an efficient transit connection from the northern to southern regions of the country. The four lane, 56 mile long, greenfield motorway is one of the largest infrastructure road projects in Poland, with a cost of over $1 billion. The concessionaire is responsible for development, design, construction, financing, operations and maintenance of the road.

3. PUBLIC RELATIONS AND COMMUNICATION The management of infrastructure assets presents unique responsibilities and challenges in public relations, particularly when the facility was previously publicly owned. Macquarie, with over 110 infrastructure assets world-wide (as at August 31, 2008), is keenly aware of these challenges. With a project portfolio ranging from schools and hospitals, to power plants and toll roads, Skanska ID also has a broad range of experience with operating public facilities such as tollroads, highways, hospitals and schools.

ERC believes high-quality customer relations involve three key components:

Timing maintenance to minimize impact on users travel times, Communication of key information to address real time situations, and Providing infrastructure conditions that meet expectations.

To complement this, ERC is strongly committed to public communications and consultations that promptly address key concerns as well as to establishing procedures and services that enable quick responses to incidents. These activities taken together form a proactive approach to public relations that focuses on the needs of users, stakeholders, and community members.

ERC is prepared either to lead the effort or to work with and support VDOT to ensure there is an appropriate level of public awareness, information and education about the project and key events. These events could include construction activities, traffic management measures, toll prices, methods of toll payment, among others.

A key aspect of the communications effort will be to clearly articulate the message: that this project, despite subjecting the public to tolls, will deliver large benefits to the community. These benefits are derived from congestion relief once the entire facility has been upgraded, safer passage through all tunnels, enhanced hurricane preparedness, all of which combine to increase the attractiveness of the area for further economic development leading to a better quality of life for local residents.

Other key steps the Consortium will take include: identification of key stakeholders, holding regular community meetings with project updates, having presentations and workshops with key community leaders and local politicians, and enacting a media program that provides regular press releases. A website will be created and maintained, with comparable features to the websites of Macquarie and Skanska projects as follows:


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Project Website

Dulles Greenway http://www.dullesgreenway.com/ South Bay Expressway http://www.southbayexpressway.com/ Autostrada A1 http://www.a1-autostrada.pl/en/ Autopista Central http://www.autopistacentral.cl/

4. TRAFFIC, SAFETY, CONGESTION MANAGEMENT, AND INCIDENT MANAGEMENT

Full video coverage of the toll road facilities, both below and above ground, will be provided. Traffic and incident monitoring will be conducted 24 hours, 7 days a week. The existing traffic, safety, and incident management policies and procedures will be reviewed to identify areas that could be strengthened by applying best practices from other projects. The goals of the project will be aligned with those set forth by VDOT (i.e. safety and efficiency).

Safety ERC’s attitude toward quality and safety is paramount in driving its actions, and is seen as the core of the business. One of the prime objectives for the project in regards to quality management is to deliver safer roads for users, for construction and maintenance staff and the personnel from emergency services. ERC is committed to developing a proactive ‘Zero Tolerance’ policy towards accidents and incidents

As an example, the 407-ETR is one of the safest highways in North America. Macquarie is an investor in the 407-ETR and takes safety very seriously. The 407-ETR exceeds the high provincial standards regarding safe highway operations thereby achieving an accident rate which is approximately half the provincial average. One way this is achieved is by maintaining pavement markings to the highest level.

The 407-ETR control center operates 24/7 and is the central mode of communications for 407-ETR which covers 67 miles and 41 interchanges. The control center dispatches resources and requests assistance from emergency services. On 407-ETR assistance is provided to over 2,000 customers each year. The 407-ETR maintenance crews work 24-hours a day to ensure 407-ETR is one of the cleanest, safest highways in the world which exceeds the high Provincial standards regarding safe highway operations. In addition, the 407-ETR crews replace damaged railings,

remove debris, direct traffic flow at accident scenes, cut the grass, and pick up garbage.

407-ETR – Toronto (Macquarie)


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10.4.4

Another example of safer travel is the E39 highway along the Norwegian coastline, developed and operated by the Skanska ID-led SPC, Orkdalsvegen AS. Originally a dangerous route along the coast, the new E39 has had a dramatic effect on safety since opening in 2005. Police statistics show an initial reduction of 66% in the number of accidents on the road. This improved safety record, along with reduced journey times, is bringing economic benefits by attracting families and businesses to move to the area. In addition to the design and construction contract, the project company, holds a second contract for operation and maintenance of the highway between 2005 and 2030. The contract covers all activities required to make sure the road is available all year round, from repairs and maintenance of the road, its associated structures, and equipment such as emergency telephones and TV cameras in the tunnels, to snow clearing in winter.

Congestion Management ERC recognizes this project is part of an existing important network of road connections that provides mobility for residents of Norfolk, Portsmouth and the rest of the region. It is of critical importance to maintain traffic flows in the network to reduce congestion at all times.

Congestion management is a complex area, integrating a number of different skills in the design of infrastructure improvements, operational monitoring, incident management, driver communication and variable pricing. Experience indicates that the best technical solutions in these areas can sometimes be confounded by local behavioral peculiarities or simple lack of communication. As a result, it is very important to bring an open mind and significant experience to the problem. A single solution is generally not sufficient; a diverse approach is essential.

ERC will seek to connect its traffic monitoring systems to those used by VDOT in the region to share information on traffic flows and incident management. ERC will seek to develop a coordinated approach to incident management with VDOT and emergency service providers to ensure the minimum disruption possible in the road network.

Methods to Reduce Congestion Skanska ID and Macquarie have utilized a number of methods of congestion reduction for their various roads

Counter-Flow Lanes – Macquarie has implemented counter-flow lanes on the Chicago Skyway, which, together with the implementation of ETC, has resulted in a reduction in queue times from 40 minutes to 7 minutes.

Time of Day Tolling and Variable Pricing – This has reduced congestion on the Chicago Skyway, the M6 Toll, the Autopista Central and on Highway 407, four premier electronic tolling operations. Dulles Greenway has also used time of day pricing to manage traffic congestion in peak periods.

Traffic-focused Maintenance and Rehabilitation – By having a traffic-focused maintenance and rehabilitation plan, congestion is reduced and safety improved.

Innovative Solutions – On the Soojungsan Tunnel, Macquarie implemented a U-Turn lane to reduce congestion and maximize traffic flow. Such a solution is particularly relevant to the situation of the Midtown Tunnel. On the M6 Toll, Macquarie reconstructed the carriageways of the existing M42 around the new line of the M6 Toll


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10.4.4

without increasing congestion on the existing road during construction, a solution which resulted in no traffic accidents attributed to poor traffic management during construction.

Macquarie’s road businesses offer road side assistance to drivers to enhance customer safety and the quality of their experience on Macquarie highways. Skanska ID provides similar services on its projects.

5. SYSTEM INTEGRATION AND INTEGRATED NETWORK ERC would welcome sharing its traffic monitoring systems with VDOT in the form of live data feed, if VDOT so chooses. Major construction and rehabilitation work will also be coordinated with VDOT to ensure it is conducted in a manner that causes the least amount of disruption to the traffic in the network as possible. Live feeds of information from VDOT of traffic and incidents on the local network would allow the tunnel operations staff to be better prepared and respond appropriately.

Another key issue is how to handle situations where there is severe traffic congestion in the tunnel and cars idle for extended periods of time. In these situations, tunnel staff would liaise with VDOT on how to handle the situation and whether the tunnel would need to temporarily close.

The toll and ITS equipment in the project area, including the Downtown Tunnel will be installed, owned, maintained and operated by ERC. A physical connection between the fiber-optic backbone on the Project and the nearest connection point to the VDOT ITS fiber will be established. Exchange of data between VDOT and the tunnel operators will be controlled from ERC’s TMC and VDOT’s Hampton Roads TMC. Adequate safeguards will be in place to monitor, manage, and control the flow of information between the two systems.

6. HANDBACK REQUIREMENTS ERC will conduct an assessment of the existing asset conditions of the facilities to be taken over and considering the new tunnel, will develop a lifetime rehabilitation and maintenance plan based on lifecycle analysis principles. This will take into consideration VDOT's maintenance standards and the Handback requirements, with respect to the average useful remaining lives of specific asset types for the facility.

ERC staff will monitor and report to VDOT annually the state of all elements of the toll facilities and all rehabilitation and maintenance activities undertaken during the period. In this way, there will be a comprehensive history of events and incidents such that by the end of the Comprehensive Agreement term, the actual physical state of the toll facilities will be clear. ERC will investigate the possibility of funding a Handback Reserve in the last five years of the comprehensive agreement term to provide certainty to VDOT that the facilities will be in appropriate physical condition at the expiry of the term and handover to VDOT.

7. PROPOSED APPROACH TO NORMAL AND CAPITAL MAINTENANCE ERC’s emphasis on customer service also forms the basis of the approach to pavement and major structures. Pavement performance and the functionality of major structures are central to prudent asset management, particularly the scope of any disruptive maintenance and rehabilitation required. It is with this in mind that ERC has developed a two phase process for the formulation of pavement and major structures strategies. First, a thorough assessment will be undertaken consisting of a review of existing conditions, the required standards, and


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10.4.4

traffic forecasts in order to develop a plan for pavement and each major structure. Each plan will be developed using an iterative process including team members supported by complex simulation and modeling analyses. The second phase will be the implementation of these plans by experienced team members including rigorous monitoring and performance measures.

ERC’s approach to infrastructure management is not simply based upon meeting the performance requirements of the Comprehensive Agreement, but is focused on providing the high quality, customer focused, consistent experience that is expected. Investments in operations, preventative maintenance, and rehabilitation will keep the roads and tunnels running smoothly and preserve both the quality of the assets and the service provided.

ERC’s operating members have an established track record of successful infrastructure management that is highly transferable to the Project. Skanska and Macquarie have extensive experience in the operations, maintenance, and rehabilitation of toll roads. This includes performing:

a full spectrum of operations on the M6 Toll, including routine maintenance, asset management, corridor management;

all aspects of operations, routine maintenance, and major maintenance on the Warnow Tunnel, including simulation emergency training exercises;

required operations, maintenance, and rehabilitation on the 407 ETR, including sign repair, debris pick-up, traffic control, tree planting, sweeping operations, pavement repairs, catch basin repairs, and winter maintenance;

routine maintenance on the Indiana Toll Road, including managing four regional maintenance bases that are each responsible for snow removal, crack sealing, and gardening;

all aspects of operations, maintenance, and rehabilitation on the Chicago Skyway, including graffiti cleaning, light repairs, employee training, gardening, pothole repairs, crack repairs, and winter maintenance.

all aspects of maintenance on the 43 mile long Nelostie motorway, including regular maintenance, clearing, grass cutting, removing snow and ice, repairing the carriageways, and maintaining the guard rails;

all aspects of operation and maintenance of the E39 highway, including repairs and maintenance of the road, its associated structures, and equipment such as emergency telephones and TV cameras in the tunnels, to snow clearing in winter.

Combined, the members possess the expertise and local knowledge required for the successful operation, maintenance, and rehabilitation of the Project from the construction period to full operations and finally handback.

M6 Toll – UK (Macquarie)


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10.4.4

8. MANAGEMENT AND COORDINATION BETWEEN EXISTING AND NEW TUNNEL FACILITIES

ERC recognizes that it will likely be operating and maintaining the existing tunnels from the beginning and will have to wait for the construction of the new tunnel before it can operate that as well. As previously mentioned, staff will be given every opportunity to transition to the new private facility in their previous capacities. Appropriate training for all employees will be conducted on the features of the new tunnel and the improvements of the Downtown Tunnel. This will be made easier by the fact that all systems will be upgraded together, which will provide a high level of integration and consistency of systems..

There will be one central operations facility to coordinate activities across the tunnels and the MLK. All central traffic management, operations and maintenance briefings, emergency response, rehabilitation scheduling, tolling operations will take place at that location.

.4 Organizational Structure


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10.4.4

10.4.4.4. ORGANIZATIONAL STRUCTURE

Overall Structure ERC’s members are two of the most experienced and committed investors in the PPP and toll road industries. Between them, Skanska and Macquarie have developed and are operating more than 37 transportation concession contracts worldwide.

The consortium is supported by a CJV with a superlative pedigree to deliver this critical, yet very complex, Project for VDOT.

Key principles of ERC’s approach to project governance will be:

Efficient and effective management of risk and opportunity; Flat organizational structures to enable the swift passage of information for timely

decision-making; Effective management of interfaces to prevent sub-optimal behavior; Transparency to prevent surprises and build trust; Local accountability of managers against mutually agreed limits; Reporting by exception to prevent management overload and reduce non-value-adding

data collection; Clearly mapped processes and assignment of responsibilities against key business drivers; Measurement of performance against benchmarked data; Transfer of learning and best practice before, during and after the Project; and Effective transfer of knowledge and information between Project stages in order to assure

continuity. ERC has already assembled a first-class team and advisers as shown below.

Core Team

Project Sponsors(50/50 partners)


Finance: Macquarie Capital (USA) Inc.

Traffic & Revenue: AECOM

Public Affairs:McGuire Woods

Legal:Orrick

Operations & Maintenance: Hatch Mott MacDonald

Intelligent Transportation Systems:PBS & J

Tolling:Transtoll

MacquarieSkanska CivilKiewit Construction Co.Weeks Marine with support from: Parsons Brinkerhoff Volkert &Associates, Inc.TransdynCOWI

Construction Joint Venture

Advisors

Right of Way:OR Colan Associates


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10.4.4

The CJV team has been working for several months on the outline design and build concept with its center of gravity in Skanska’s offices in Virginia Beach. The CJV has already nominated Wade Watson as its Project Director, Bill Allen as its Design Build Manager, Hank Kelly as its Construction Manager, Paul Giroux as Chief Construction Engineer and Dave Anderson as Area Tunnel Manager.

The organizational chart for the construction team is shown below.

Design Build Manager Bill Allen

Safety Manager

Tony Bozzi

QualityManager

Larry Glover

EnvironmentalManager

(PB)

Project ControlsManager

HumanResourcesManager

ProcurementManager

BusinessManager

Bonnie Cloud

EquipmentManager Ray Gray

Design BuildCoordinator

KIEWIT

DesignManager

PB

Q/C Design PB

Construction Manager HankKelly

Skanska

Kiewit

PB

Weeks Marine

Chief ConstructionEngineer

Paul Giroux

Area ManagerTunnel

Dave Anderson

Area ProjectEngineers MLK,Appr. & Tunnel

ConstructionEng. Mgr

Vince Tirolo

MLK AreaManager

Bill Eskins

ApproachManager

Jack Liles

FabricationManager

Bernt Jensen

Marine Manager

Rick Palmer

PlacementManager

OLAF

Tunnel FinishesMgr.

KIEWIT

Tunnel FinishesMgr.

KIEWIT

CJV Project DirectorWade Watson

MLK Supt.Tube Placement

Supt.

MechanicalSkanska NE

ElectricalKIEWIT

Civil/ArchitecturalKIEWIT

Norfolk Appr.Supt.

KIEWIT

PortsmouthAppr. Supt.Jack Carter

Dredging/ScreedSupt.

VANN


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10.4.4

The Design Team is led by Fred Parkinson, with Mike Bertoulin as the Principal-in-Charge. Significantly, all Fred’s direct reports have already been nominated, as well as key positions within the Tunnel and Civil design sections.

The organizational chart for the design team is shown below.

Design Team

Design Manager Fred Parkinson

Principal in Charge Mike Bertoulin

Technical Advisors Tony Lancellotti

Bob BittnerVahanTanal

Mike AbrahamsBill Connell

EldonAbbott

Environmental Chris Lloyd

Permits MAP

Environmental

M&E Dan Dirgins

Boat Section Rex Gilley

Architecture Gary Arnold

Cut/Cover Rex Gilley

ImmersedTube MichaelTonnesen

COWI

M&E Dan Dirgins

Boat Section Rex Gilley

Architecture Gary Arnold



FieldInvestigation

SchnabelMLK

SchnabelTunnel

JoeWangM&E TBD

Structures TBD

MLK FredWhite

VolkertSecurity Bill Pitard

Tunnel Christian Ingerslev

Civil Burt Matteson

Geotechnical JoeWang

TunnelRehabilitation Bruce Wilkerson




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10.4.4

An indicative structure for ERC is shown below:

SPC Board

General Manager

Safety QA / QC

EnvironmentalCompliance

Public Affairs

Chief FinancialOfficer

Tolling Director

Front Office

Back Office Operations Asset

Management

OperationsCrew Members

TrafficControllers

OperationsDirector

ConstructionDirector

Offeror’s Organization The sponsors have formed a Delaware-registered, limited liability corporation named Elizabeth River Crossings LLC.

A proposed contractual structure that will provide assurance and good governance for the Project is shown below:

VDOT

Concessional Finance TIFIA/PABS

Systems ProviderCJVSelf performed operationsSkanska 45%Kiewit 40%Weeks Marine 15%

with support from: DesignPB, Volkert, COWISystemsTransdyn

Toll CollectionOperationsAsset Management

Sponsors

Skanska

Macquarie

Banks Senior Debt

Capital Markets/Rating Agencies Bond/Wrapped Financing

Comprehensive Agreement

Interface Agreement

Fixed Price DB Contract

Shareholders Agreement

Non Recourse Debt Financing

PerformanceGuarantee

PerformanceGuarantee

Fixed Equity Contributor

Legal Relationship

Financial Commitment

Guarantee


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10.4.4

ERC LLC will contract directly with VDOT through the Comprehensive Agreement and will receive equity investment from Skanska ID and Macquarie. Non-recourse debt financing will be sought from concessional finance, senior debt and the capital markets, dependent on the most cost-effective terms available.

ERC will enter into a fixed price, time certain, guaranteed performance Design and Build contract with a construction joint venture (CJV) formed 45% by Skanska USA Civil South East, 40% Kiewit Corporation and 15% Weeks Marine Inc, supported by a strong design team including Parsons Brinckerhoff, Volkert and Cowi.

The core functions of toll collection, tunnel operations and asset management will be self-performed. Non-core functions such as routine maintenance will be outsourced to locally-based subcontractors.

ERC LLC will also contract with a competent provider for the installation, testing, commissioning and routine maintenance of the toll collection system.

Interface agreements will be set up between ERC, the CJV and the toll system provider to ensure effective management of the interfaces during construction, installation and testing.

Additional Personnel and Consortium Firms

Material Participants

Finance Chris Voyce Andrea Hilbert.

Design Chris Lloyd (PB) - Environmental Fred White – MLK Improvements Joe Wang – Geotech Robert Kalback - Civil Jack Hodge – QA/QC Michael Bertoulin – Design Principal Thomas Philips – ROW Acquisition.

Construction, including EMR Jack Carter – Approach Superintendent Bill Eskins – MLK Area Manager R Paul Giroux – Chief Construction Engineer Vince Tirolo – Construction Engineering Manager Ray Gray - Equipment Manager.

Operations and Maintenance Salahdin Yacoubi – Operations and Maintenance Expert Kirk Robinson – Operations and Maintenance Expert.


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10.4.4

Public Outreach Chris Lloyd – Maguire Woods.

Additional Consortium Firms

O.R. Colan O.R. Colan has provided right-of-way consulting services to numerous state DOTs across the nation, including VDOT. The firm is known for its ability to manage large-scale turnkey projects driven by construction deadlines, and has the ability to keep right-of-way acquisition on time and within budget. One of the first companies to develop project tracking for right-of-way, they offer a wide variety of services designed to meet the needs of each client.

Specifically, Thomas Philips, O.R. Colan’s representative on the Project, has significant experience working in Virginia, with VDOT, and on PPP projects, including the right-of-way acquisition for the Pocahontas Parkway.

Volkert & Associates Volkert & Associates is a nationally respected consulting firm, ranking 25th on Engineering News Record’s list of Top 50 Highway Design Firms. Furthermore, Volkert has experience working with VDOT, and has been involved in the preliminary design of the MLK Extension for several years.

McGuire Woods Consulting LLC McGuireWoods Consulting (MWC) is a wholly owned subsidiary of the McGuireWoods law firm. MWC was founded in 1998 and provides government relations, public relations and business expansion services to clients throughout the United States. Based in Richmond, Virginia, the firm has several offices in the U.S. Over the past ten years, MWC has grown to become the largest and most diverse public affairs firm in Virginia.

MWC is widely recognized for its expertise in working with clients to develop successful PPPs. The firm has played a vital role in many of the successful Public Private Transportation Act (PPTA) proposals awarded to date in Virginia and successfully lobbied for an overhaul of the PPTA statute during the 2005 General Assembly session. The firm was also instrumental in the development and passage of the Public-Private Education Facilities and Infrastructure Act of 2002 (PPEA).

Resumes


ANDREA HILBERT

A. Name and Title Andrea Hilbert, Senior Vice President (Material Personnel)

B. Project role Material Personnel




10 0 3


University of Western Australia, Perth, Western Australia BA Political Science, LL. B (Hons.) 1997 N/A


G. Certifications Securities Institute of Australia Graduate Diploma in Applied Finance and Investments (Corporate Finance Stream) Holder of Series 7 / General Securities Representative - license administered by the Financial Industry Regulatory Authority Holder of Series 63 / Uniform Securities Law State Agent - license administered by the Financial Industry Regulatory Authority


IH-635 Managed Lanes Project, Advisor (Dallas, Texas): Financial advisor for the current bid by the consortium led by Cintra Concesiones de Infraestructuras de Transporte, S.A. for the IH-365 Managed Lanes Project. Responsible for overall project management of the financing work stream and coordination with other project work streams (traffic, technical, legal, insurance). Responsible for development of financial structure; raising debt finance (including presentation of project to potential financiers; supervision of development of financial model and debt information memorandum; facilitation of lenders’ due diligence; term sheet negotiations); obtaining indicative credit ratings. Involved in negotiation of concession agreement, tolling services agreement and design-build contract. Involved in discussion/negotiation of procurement process issues with Texas Department of Transportation. Involved in engagement and management of due diligence consultants. Responsible for assisting with equity’s financial analysis of the project. Involved in development of bidding strategy. A25 Completion Project, Advisor (Montreal, Canada): Advisor to Macquarie Infrastructure Partners on the award of the concession to develop and operate the A25 Completion Project. Prior to bid, responsible for negotiation and documentation of tolling services agreement, including working with the lenders’ technical advisor and management of input from equity technical advisor. Between bid and financial close, led the closing of the tolling services agreement and was involved in the coordination of all work streams and general project management of the closing process (including management of legal advisers; discussion/negotiation of closing process/mechanics with Province of Quebec; management of bid budget; management of taxation due diligence; working with lenders’ technical adviser). Macquarie’s acquisition, financing and divestment of a portfolio of smaller toll facilities in 2005-2006 (various locations): Senior team member involved in all aspects of the transaction, including due diligence, financing and investment analysis. Raised debt finance (including presentation of project to potential financiers; supervision of development of a financial model and debt information memorandum; facilitation of lenders’ due diligence; term sheet negotiations) and obtained indicative credit ratings. Led the arrangement, negotiation and documentation of a monoline wrapped bond financing prior to sell down to long term equity investors.


BILL ESKINS

A. Name and Title William Eskins, Superintendent IV (Material Personnel)

B. Project role Area Manager, MLK Approach


Skanska


30 0 23



G. Certifications Management Basics, Crane & Operators Training, OSHA 10 Hour, OSHA 30 Hour


SR 60 (FDOT, $250M), Project Manager (Tampa, FL): Work involves construction of 2 miles of the SR 60 Memorial Highway, including several large interchanges adjacent to the Tampa Airport. The project also includes construction of 20 bridges and installation of drainage, signal systems and lighting. I-10 Bridges over Escambia Bay (FDOT, $243M), Project Manager (Pensacola, FL): Work on this design-build project involved construction of dual bridges over Escambia Bay. The replacement bridges are approximately 2.5 miles long and have three 12-foot travel lanes with 10-foot inside and outside shoulders. The bridges are founded on 140,000 feet of 36-inch, voided square, prestressed concrete piling. The bridges include over 25,000 cubic yards of substructure concrete and 54,000 cubic yards of superstructure concrete. The project also included demolition of the existing bridge. Pinners Point Connector (VDOT, $144M), Project Manager (Portsmouth, VA): Work involved construction of a new four-lane road and interchange from the Western Freeway (VA-164) in Portsmouth, VA to the Portsmouth Marine Terminal, Martin Luther King Expressway (VA-58), and the Midtown Tunnel. The project included construction of six bridges, including a large bridge over a branch of the Elizabeth River, traversing through residential and industrial areas and covering both water and land. The scope of work also encompassed a new Midtown Tunnel Building Complex and roadwork consisting of excavation, clearing, grading, paving, utilities, wick drains, fence/guardrails, sound walls, electrical, signs, and traffic management system. Chowan River Bridge Replacement (NCDOT, $39M), Project Manager (Bertie County, NC): Work involved construction of a 2.88 kilometer bridge on Rt. 17 over the Chowan River. The structure has four travel lanes and a main channel clearance of 20.1m. The substructure is pile-supported trestle bent caps for the low-level bridge approaches. The high-level bridge substructure comprises pile-supported low water pier foundations with columns and caps. Pier footings required mass concrete pours. Superstructure for the three main spans consists of structural steel girders and cast-in-place concrete bridge decks. The remaining superstructure feature prestressed concrete girders, and precast parapets. George P. Coleman Bridge (VDOT, $75M), Project Manager (Yorktown, VA): Work involved replacement of a double-leaf swing span of the bridge—at the time, the second longest double-leaf swing span in the world. Two 32-foot-wide trussed swing spans and four trussed approach span superstructures were removed and replaced with new 77.33-foot-wide spans.


CHRIS LLOYD AICP, REM

A. Name and Title Chris Lloyd, AICP, REM – Senior Planning Manager (Material Personnel)

B. Project role Environmental Task Leader




9 28 30


Old Dominion University MBA 1982 Finance

Virginia Polytechnic Institute BS 1971 Sociology-Statistics


1993 Environmental Manager National Registry of Environmental Professionals

G. Certifications 1988, Certified Planner, American Institute of Certified Planners


Dominion Boulevard, Environmental Director (Chesapeake, Virginia): Chris directed the environmental assessment of bridge replacement alternatives over the Albemarle – Chesapeake Canal at the mouth of the Elizabeth River in Chesapeake, Virginia. Alternatives included movable and fixed bridge spans along with various typical section footprint impacts through tidal and non-tidal wetland systems. Route 460 Location Study, Project Manager (Petersburg to Suffolk, Virginia): Managed the multimodal evaluation of a new freeway and High Speed Rail alternatives for this 54-mile transportation corridor between the Richmond-Petersburg and Hampton Roads areas. Major tasks includes a super regional travel demand model covering MPO’s, NEPA (DEIS), significant public outreach and GIS database development. Shore Drive Transportation Study, Project Manager (Virginia Beach, Virginia): Chris managed this 8.7-mile (14-kilometer) corridor study of Shore Drive along the Chesapeake Bay. The existing four-lane, divided, urban, principal arterial serves both a shoreline resort community and provides the northern gateway into the larger resort destination of the Atlantic Avenue resort strip. Project sponsors and corridor residents are lobbying for aesthetic and pedestrian friendly amenities to have equal standing with traditional capacity expansion proposals. I-73 Corridor Location Study, Project Manager (Roanoke, Virginia): Chris managed this location study of an 80-mile (129-kilometer) high priority ISTEA corridor, extending from I-81 in Roanoke along I-581 and U.S. Route 220 to a point south of Martinsville near the North Carolina border. I-73 is an important component of the National Highway System Designation Act of 1995 that would connect the industrial Midwest with the growing high-tech base of Virginia and North Carolina. Chris successfully led a team of six sub-consultants for the Virginia Department of Transportation to provide conceptual engineering, complete the NEPA process, and conduct a meaningful public participation program throughout the study. Hampton Roads Crossing Study, Deputy Project Manager (Norfolk/Hampton, Virginia): Assisted VDOT in an ISTEA Demonstration Project that examined a full range of multi-modal alternatives for improving transportation along Interstate 64 between the cities of Norfolk and Hampton. Scope included development of a purpose and need document, regional transportation model, GIS applications and full NEPA documentation. I-64 Major Investment Study, Project Manager (Hampton to Richmond, Virginia): Chris directed an Option I MIS for an 80-mile (129-kilometer) corridor that evaluated vehicular capacity along I-64 and transit options along an adjacent CSX freight line in the study window. The project included environmental overview, traffic data collection (count, speed, vehicle occupancy, travel time and vehicle class), alternatives, community consensus building and an extensive ITS component.


CHRISTOPHER VOYCE

A. Name and Title Christopher Voyce, Managing Director (Material Personnel)





12 3 15


Macquarie University B. Economics 1991 Actuarial Studies


1994

G. Certifications


Sea-to-Sky Highway, Lead Advisor (Vancouver, Canada): Lead Advisor to the successful consortium on the award of the concession to develop and operate the Sea-to-Sky Highway. Eastern Distributor, Advisor (Sydney, Australia): Advisor to the Macquarie Infrastructure Group on its successful bid to design, build, own and operate the A$600 million Eastern Distributor toll road. M2 Motorway, Advisor (Sydney, Australia): Advisor to the Hills Motorway in respect of the refinancing of the debt package for the M2 Motorway in 1999 and 2004. M5 Motorway, Lead Advisor (Sydney, Australia): Lead Advisor to the Interlink Roads in the funding of a significant expansion of the M5 Motorway and the refinancing of its existing debt package.


FRED WHITE, P.E.

A. Name and Title Fred White, P.E., Chief Structures/Bridge Engineer (Material Personnel)

B. Project role Structures/Bridge Engineer


Volkert & Associates, Inc.


9 17 26


West Virginia University B.S. 1982 Civil/Structural

Pennsylvania State University A.S.S. 1975 Architectural Engineering Technology


1987 Professional Engineer VA, MD, DC

G. Certifications FHWA-approved comprehensive bridge inspection course. Bridge Inspection Refresher Training, June 2006


Richmond Airport Connector (Route 895) PPTA Project, Pocahontas Parkway Association and VDOT, Project Manager (Richmond, VA): Managed the design of 4 bridges as a member of the PPTA team for this $40-million connector road. Bridge design involved 4 major structures: a continuous 3-span steel structure with integral abutments over the CSX Railroad; a continuous single-span prestressed concrete bulb-tee structure with integral abutments over Sprouse Road; widening of a single-span structure with integral abutments over Monahan Road; and a continuous, 2-span, prestressed-concrete beam structure over Route 895 with stub abutments founded on steel pipe piles to accommodate future widening. Bridge Design for the I-4 Crosstown Connector, Tampa-Hillsborough Expressway Authority, Structural Project Manager (Hillsborough County, FL): Managed the design of 4 steel box girder bridges (estimated at $48 million) associated with the design of the I-4 Crosstown Connector. The $392-million Connector will be an elevated, limited access, toll facility — approximately 1-mile in length — that will provide alternative access to downtown Tampa, relieve congestion on adjacent roadways, and employ truck-only ramps to provide a vital alternative and direct access to the Port of Tampa and Ybor City. It is the most regionally significant transportation project in the Tampa Bay area. The design included hammerhead piers, multi-column bents, and a multi-column pier with integral post-tensioned cap. Pier design required complex geometry including use of arcs, tapered members, and rustication of the supporting columns. The design addressed aesthetic and horizontal and vertical clearance issues and complex highway interchanges. Several piers are very wide and carry up to 13 travel lanes. An LRFR load rating analysis was conducted for each bridge. The alternative study involved an evaluation of superstructure, substructure, an economic feasibility study, and a constructability review. Clarksville Bypass (Route 58), VDOT, Project Manager (Mecklenburg County, VA): Managed the design of 4 bridges on new alignment with an estimated construction cost of $40 million. Phase I involved concept studies of bridge types including segmental concrete box girders, prestressed spliced girders, steel plate girders, and steel box girders. Pier and foundation concepts, including drilled shafts, were evaluated for each bridge type. The largest bridge was a 1,494-meter structure, 26 meters wide, over the John H. Kerr reservoir. The span arrangements for the steel-plate girder consisted of 3-, 4-, and 5-span continuous units with multiple fixed piers. The framing of several of the units was complicated by a ramp transition onto the bridge a lane widening in the eastbound direction. I-81/ Route 460 Interchange Bridges, VDOT, Chief Structural Engineer (Salem, VA): Performed technical review and construction engineering during construction of 10 new bridges and the widening of 2 existing bridges (with an estimated construction cost of $10.4 million) associated with the Route 460 Bypass extension. The $48-million interchange was the first portion of a 3-mile connector highway from I-81 to Blacksburg.


J. R. (JACK) CARTER

A. Name and Title J. R. (Jack) Carter (Material Personnel)

B. Project role Portsmouth Approach Superintendent


Skanska Civil Southeast


34 0 24


University of Florida BS 1974 Building Construction


G. Certifications


Elizabeth River Tunnel (Downtown Tunnel); Norfolk to Portsmouth, VA: Project Engineer and Superintendent responsible for field engineering and construction operations for construction of Portsmouth Open Approach to the tunnel, including site clearing, shoring, excavation, concrete structure and associated subcontractors through completion and opening the new tunnel to traffic. Holcim Inc Cement Plant, Project Site Superintendent (Holly Hill, SC): Responsible for all construction phases of a new cement manufacturing plant project including raw material handling and storage, raw mill and raw meal silos, preheater tower, rotary kiln, clinker cooler and silos, and cement mills. This “Flagship” interconnected process will be the largest cement manufacturing facility in North America. In this capacity, Mr. Carter supervised up to 300 direct hire personnel and coordinated all construction activities with over forty subcontractors. BOP & DFGDS Systems for the Resource Recovery Facility, Project Manager (Dade County, FL): Chaparral Steel Recycling Plant, Field Superintendent (Petersburg, VA): The project involved construction of large concrete ladle turret towers, runout and reject table foundations and site preparation with underground concrete duct banks. This greenfield steel mill was constructed on a very tight schedule with numerous other concurrent construction contracts Controlled Industrial Facility, Norfolk Naval Base, Project Superintendent, (Norfolk, VA): This highly visible and complex-designed project with strict quality controls was completed on time with high merits for quality for Naval Operations. Emergency roof repairs, Westvaco Corporation, Project Superintendent (Low Moor, VA): No. 2 Paper Machine Rebuild, Chesapeake Paper Products Company, Night Shift Superintendent (West Point, VA): The project involved the disassembly and reinstallation of large machine components and modifications to associated piping and electrical systems throughout the stock preparation and paper machine areas


JACK HODGE PE

A. Name and Title Jack Hodge, PE, Vice President (Material Personnel)

B. Project role Quality Assurance/Quality Control


Volkert & Associates, Inc.


12 39 12+


University of Virginia B.S. 1957 Civil Engineering


1987 Professional Engineer VA, MD, DC

G. Certifications


Martin Luther King Expressway Extension, VDOT, Quality Assurance/Quality Control Officer (Portsmouth, VA): Conducted QA/QC review of the preliminary design of a 1-mile, elevated, limited-access expressway extending Route 58 from London Boulevard to a new interchange at I-264 via a new 92-span bridge over downtown Portsmouth. Four superstructure alternatives and 5 substructure alternatives were investigated. The selected design alternative included a combination of straight and curved steel-plate girders supporting a concrete deck. The substructure units consisted of hammerhead piers and stub abutments resting on prestressed concrete piles. The design included the widening of I-264 from Frederick Boulevard to Des Moines Avenue to provide C-D lanes and involved the widening of 2 steel-beam bridges over the Norfolk and Portsmouth Railroad and Des Moines Avenue. The project also included the design of a new urban interchange with C-D lanes at I-264, modifications to 2 existing interchanges, roadway, utility relocations, a new storm drainage network, and SWM facilities. Richmond Airport Connector (Route 895) PPTA Project, Pocahontas Parkway Association and VDOT, Quality Assurance/Quality Control Officer (Richmond, VA): Conducted QA/QC review of preliminary bridge engineering services. As a member of the PPTA team for the $40-million connector road, Volkert designed 4 major structures: a continuous 3-span steel structure with integral abutments over the CSX Railroad; a continuous single-span prestressed bulb-tee structure with integral abutments over Sprouse Road; widening of a single-span structure with integral abutments over Monahan Road; and a continuous 2-span structure over Route-895 with stub abutments founded on steel pipe piles to accommodate future widening. I-81 Widening and Interchange Modifications, VDOT, Quality Assurance/Quality Control Office (Salem, VA): Conducted QA/QC review of the preliminary design to widen 2.2 miles of I-81 from a 4-lane to a 10-lane facility (3 main lanes and 2 CD lanes in each direction). The $34-million project also included improvements to the I-81/Route 419 interchange, 4 intersections along Route 419, 2 additional intersections, 4 new bridges, landscape plans, public involvement, and utility adjustment plans involving approximately 2000 linear feet of 8-inch to 12-inch water line and 500 linear feet of sanitary gravity line. Volkert participated in a value engineering study associated with the widening of approximately 20 miles of I-81 in Roanoke and Botetourt counties including this section of I-81. Route 460 / I-81 Interchange Bridges, VDOT, Quality Assurance/Quality Control Officer (Christiansburg, VA): Conducted QA/QC review of the design of 10 new bridges (estimated at $10.4 million) and the widening of 2 existing bridges associated with the Route 460 Bypass extension designed to create a straight route from I-81 to Blacksburg. Design was completed on a fast-track schedule.


JAW-NAN (JOE) WANG PE, PH.D

A. Name and Title Jaw-Nan (Joe) Wang, PE, Ph.D. – Senior Engineering Manager (Material Personnel)

B. Project role Geotechnical Engineer




21 2 21


Stanford University PhD 1988 Civil Engineering

Stanford University MS 1982 Civil Engineering

National Taiwan University BS 1979 Civil Engineering


1990 Professional Engineer NY

G. Certifications


Hampton Roads Third Harbor Crossing, Lead Geotechnical Engineer (Norfolk, Virginia): Joe provided geotechnical services for this conceptual study for building several artificial islands for a proposed bridge-tunnel crossing connecting Norfolk, Newport News, and Portsmouth, Virginia. Due to the presence of a thick, soft and compressible foundation soil layer, design alternatives using dredging/replacement, in-situ soil reinforcement (e.g., use of high strength geotextiles) and surcharging with wick-drains have been considered. In addition, because of the scarcity of sand available locally, the feasibility of a special design utilizing a layered sand-clay mixture as the hydraulically filled material has been evaluated. Norfolk International Terminals North Expansion, Lead Geotechnical Engineer (Norfolk, Virginia): Joe’s responsibilities included supervision of a subsurface investigation program, design of a cost-effective ground improvement system using rolling surcharge with prefabricated drains, design of an instrumentation program to monitor performance of the ground improvement system, preparation of construction specifications, and recommendations on soils and pavement design. Marginal Wharf Expansion at Norfolk International Terminals, Geotechnical Engineer (Norfolk, Virginia): Provided engineering analysis and design for a 1,200-ft-long wharf. He assisted in the design of the pile foundation for the concrete platform, anchored sheetpile bulkhead, and slope stabilizing scheme during dredging excavation. No. 7 Subway Line Extension Project, Geotechnical Task Leader (New York City): Joe is the task leader for the seismic design criteria development and quality assurance/quality control (QA/QC) for the tunnel/shaft/cavern excavation stability analysis and ground-liner interaction analysis. This project extends the No. 7 Subway line from Times Square Station westward along 41st street to the Jacob K. Javits Convention Center. The average depth of the tunnel is 100 ft from ground surface, going through various geological formations. Various tunneling/mining techniques, including TBM, cut-and-cover and drill-and-blast, are anticipated for construction. Detroit-Windsor Tunnel Rehabilitation Project, Geotechnical Engineer (Detroit, Michigan): Responsible for evaluation of the stability of the existing subaqueous tunnel and conducting a numerical analysis using finite difference program FLAC to evaluate the tunnel’s instability potential under the existing scoured condition, and developing the gradation criteria for the design of the tunnel cover restoration for long-term protection of the tunnel. Seismic Vulnerability Study of Lincoln Tunnel, George Washington Bridge, and Goethals Bridge, Geotechnical Task Leader (New York/New Jersey): Responsible for the geotechnical/seismological aspects of the study for the three major facilities: three 31-foot diameter underwater vehicular tunnels, and two long-span suspension bridges.


KIRK ROBINSON

A. Name and Title Kirk Robinson, Senior Vice President (Material Personnel)



Macquarie Capital Funds Inc.


7 8 (PricewaterhouseCoopers) 2


University of Technology, Sydney B. Business 1996 Accounting and Finance

Institute of Chartered Accountants Australian Chartered Accountant 2000 Accounting


1999 Accounting Australia

G. Certifications Australian Chartered Accountant, Registration No. 40737


Dulles Greenway, Asset Manager, (Dulles, USA): Responsible for the due diligence and negotiations with private equity owners of the Dulles Greenway. Oversaw the development of the traffic and revenue forecasts, operations and maintenance forecasts, and insurance review. Successfully pursued an investment for Macquarie Infrastructure Group (“MIG”) in the Dulles Greenway in September 2005. Mr. Robinson is currently the Macquarie Asset Manager of the Dulles Greenway. Chicago Skyway, (Chicago, USA): Involved in the development of the due diligence of the Chicago Skyway and equity funding solution for MIG for the successful acquisition of the Chicago Skyway. Westlink M7 (formerly Western Sydney Orbital): Involved in the negotiation of the equity and financing agreements and lead the development of the tolling contracts. The project involved a fully electronic toll collection system on a 26 mile four lane road with over 40 entry and exit points with more than 4 tolling transponder suppliers. ConnectEast (formerly Mitcham to Frankston Freeway): Reviewed the traffic and revenue forecasts, prepared the tolling systems overview, and developed the operations and maintenance forecasts for Macquarie’s ultimately successful bid for the 25 mile Mitcham to Frankston Freeway. Hills Motorway Group, (Sydney, Australia): Responsible for investor relations and enquiries for the listed stock “Hills Motorway”. Analysed cash flow projections and determined tax results for investors. Involved in the proposed restructuring of the Hills Motorway Group. Airport Motorway Group, (Sydney, Australia): Lead management role in the A$520m refinancing of Airport Motorway Group (owner of the Eastern Distributor, Sydney). SH121, (Dallas, Texas): Lead management of the physical elements and equity of the transaction. This included development of the design and build agreement, operations and maintenance plan, insurance coverage, concession agreement terms, and tolling systems. Also involved presentations to potential lenders to the project. FARAC III, (Mexico): Lead equity coordinator for the transaction. Negotiated the design-build, operations & maintenance, tolling contracts. Developed the traffic and revenue forecasts. Developed the operations, maintenance and rehabilitation forecasts. Lead presentations to potential lenders and ratings agencies for this project. Port Mann Bridge/Highway 1 and Pennsylvania Turnpike, (Vancouver, Canada and Pennsylvania): Involved in the lead technical elements role in MIG’s bids for the Port Mann Bridge/Highway 1 toll road project and the Pennsylvania Turnpike.


MICHAEL T. BERTOULIN PE

A. Name and Title Michael T. Bertoulin, PE – Vice President (Material Personnel)

B. Project role Design Principal




20 8 20


University of Maine BS 1978 Civil Engineering


1982 Professional Engineer VA, NH

G. Certifications


Central Artery/Third Harbor Tunnel (CA/T) Project, Various Roles (Boston, Massachusetts): Michael held various positions throughout this multi billion-dollar project to replace a congested six-lane viaduct with an enlarged eight-to-ten lane underground expressway through the heart of Boston. One of the largest U.S. public works projects ever undertaken, the joint venture program includes managing the design and construction of a four-lane immersed tube tunnel under Boston Harbor and a 3.5 mile extension of the Massachusetts Turnpike (I-90) through South Boston to Logan Airport. Michael's responsibilities in his different assignments included: ⎯ CA/T Project Milestone Manager responsible for the timely completion of remaining Project Milestones. This

position is responsible for the opening of I-93S and the opening of the rehabilitated Dewey Square Tunnel, completion of Leverett Circle connections, East Boston I-90/Rt 1A interchange and the completion of the I-90/I-93 South Bay Interchange Ramp facility.

⎯ I-90 Milestone Manager responsible for the final construction, installation and testing schedule for the opening of the I-90 extension from the current terminus at the I-93 Interchange to the new South Boston Interchange and connection to the Ted Williams Tunnel opened in December, 1995. This position required the continued monitoring of the projects critical path, assessment of negative schedule trends, development of schedule initiatives to correct the schedule slip and implementation of ideas to obtain the schedule benefit.

⎯ I-90 Area Construction Manager responsible for the management and construction of mainline tunnel contracts for 1.25 miles of the I-90 extension from the existing terminus at the I-93/I-90 Interchange to the new underground I-90 South Boston Interchange and connection to the existing Ted Williams Tunnel. These contracts included; concrete box jacked highway tunnels, concrete box immersed tube tunnels, cut and cover tunnels, two ventilation buildings and the largest application of deep soil mix stabilization ever attempted.

⎯ Area design manager for the South Bay and South Boston Interchanges responsible for the final design and coordination of 11 section design contracts for work with a total construction value of $1.5 billion. The 11 final design contracts were part of a fast-track project, scheduled for opening in 2001. Michael's responsibilities included technical and office coordination and administration for the contracts, project engineering, and engineering staff.

⎯ Project engineer/authorized representative responsible for technical management and contract administration of the Massachusetts Department of Public Work's consulting service contract for I-90 Fort Point Channel Crossing. This $240 million segment of I-90 in South Boston included concrete immersed tube and cut-and-cover tunnels for a 1,500-foot segment of the I-90 main line and portions of ramps and HOV lanes. The crossing passes over existing mined, unreinforced masonry transit tubes and under the tidal channel. Michael's specific responsibilities included day-to-day coordination with outside agencies and abutters, in addition to involvement in concept refinement and preliminary engineering review prior to final design consultant selection.


R. PAUL GIROUX

A. Name and Title R. Paul Giroux, Senior Project Engineer (Material Personnel)

B. Project role Chief Construction Engineer




31 0 18


Iowa State University BS 1979 Construction Engineering


G. Certifications


Fort McHenry Tunnel, Superintendent/Screed Barge Engineer/Schedule Engineer/Estimator (Baltimore, MD): Worked on this project from start to finish. Began as an estimator during the bid stage and ended as a Field Superintendent. Initially on the job as a schedule engineer, where responsibilities included designing, debugging and updating the Critical Path Method schedule. Promoted to the Screed Barge Engineer responsible for engineering of screed and locking backfill operations. Duties included all office and field engineering required for placement of subaqueous foundation in water depths up to 100 feet. Became the Screed Barge Superintendent, where was responsible for supervision of screed and locking backfill operations. Similar to that of the proposed Midtown Tunnel Corridor Project, work on this Immersed Tube Tunnel contract involved the underwater placement of 32 steel-shelled concrete tubes to form two parallel, four lane tunnels, each 5,400 foot long, within a dredged trench in Baltimore Harbor. Callahan Tunnel 1 and 2, Project Manager (Boston, MA): Responsible for the overall management of the project including safety, quality, job operations and coordination. The work included demolition of the existing concrete ceiling, installation of a new porcelain enamel ceiling, relocation of fiber-optic lines and architectural modifications. Numerous changed conditions required innovative solutions to maintain schedule. San Francisco-Oakland Bay Bridge Skyway, Senior Project Engineer (Oakland, CA): Responsibilities included managing all contract administration functions including evaluation, preparation, presentation and negotiation of complex claims and changes. Contract work included 1.5 miles of twin viaduct structures over San Francisco Bay. Broadway Bridge, Project Manager (Boston, MA): Responsible for overall project management which included assisting owner in developing innovative value engineering and “work around” schemes to maintain bridge opening with owner’s original schedule; coordination of constructability into design; and, maintaining owner/designer relations. Work on this high risk, heavily sequenced project required construction of a new cut-and-cover tunnel; a new bridge; demolition of the existing bridge; and relocation and construction of major utilities and support facilities. All bridge work was performed over an existing, operating rail yard. Charles River Bridge, Project Sponsor (Boston, MA): As the senior off-site manager, responsibilities included overseeing the final project close-out of the field operations and administrative requirements. This project is the worlds’ widest cable stayed bridge and presented numerous technical and administrative challenges.


RAY GRAY, JR.

A. Name and Title Ray Gray, Jr. (Material Personnel)

B. Project role Equipment Manager


Skanska


7 23 26



G. Certifications


I-10 Bridges over Escambia Bay, Equipment Manager (Pensacola, FL): Equipment manager for the emergency repairs to the I-10 bridges over Escambia Bay. Oversaw all equipment for this $243 million job for Florida Department of Transportation. Skanska - Southern Branch Yard, Superintendent (Chesapeake, VA): San Francisco San Mateo Bridge, General Equipment Superintendent (San Fransisco, CA) General Equipment Superintendent Transfer to Princess Edward Island Canada Strait Crossing Boston Third Harbor Immersed Tunnel Project General Equipment Superintendent (Boston, MA) New South Jetty Project General Equipment Superintendent (Barnegat Lights, NJ) I-664 Immersed Tube Tunnel Project, General Equipment Superintendent Newport News, VA Guy F. Atkinson, Inc., Marine Superintendent CA: Responsible for marine operations on projects along the entire East Coast, to include supervision of purchasing, maintenance and repair of all equipment. J. A. Jones, Equipment Superintendent, (Charlotte, NC) Duties included organization, direction and supervision of maintenance and repairs to all equipment. International Union of Operating Engineers, Business Agent, (Norfolk, VA) Duties included representing union employees on various jobsites, ensuring fair hiring/firing practices and safety regulations were followed.


ROBERT J. KALBACH, III PE

A. Name and Title Robert J. Kalbach, III, PE (Material Personnel)

B. Project role Roadway Design




13 0 13


Lehigh University BS 1995 Civil Engineering


2001 Professional Engineer VA

G. Certifications


Woodrow Wilson Bridge Replacement Project, General Engineering Consultant, Design Review (Washington, DC): PB is General Engineering Consultant (GEC) for the design and construction of a 12-lane bridge to replace the aging 6-lane Interstate 95 bridge over the Potomac River. The GEC’s role has included preliminary engineering, review of work submitted by the section design consultants, several concept studies, and an extensive public involvement process. Robert participated in the GEC review of the Preliminary Field Inspection submittals for the Route 1 and Telegraph Road interchanges. These detailed reviews covered interchange designs, including horizontal and vertical alignment, super elevation, drainage, lane geometry and constructability. Robert conducted studies involving alternative designs for the Telegraph Road interchange and for the potential ten-lane option of the new Woodrow Wilson Bridge. South Capitol Street Environmental Impact Statement, Conceptual Engineering Lead, (Washington, DC): PB was retained by the District of Columbia Department of Transportation to develop an Environmental Impact Statement for the South Capitol Street project, a project designed to turn an urban freeway into an urban boulevard and gateway to downtown DC. The project’s build alternatives include replacing the Frederick Douglass Memorial Bridge and redeveloping South Capitol Street as an urban boulevard with enhanced multimodal connectivity and access. Robert’s role on the project was the lead for the conceptual engineering effort on the project. Route 1 Location Study, Roadway Designer (Fairfax and Prince William Counties, VA): PB was retained by the VDOT to investigate widening US Route 1 through Fairfax and Prince William Counties. This 27.3-mile (44 km) project includes examining the existing roadway geometry and intersection capacity, identifying and mitigating areas where the geometrics do not meet the design speeds or intersections provide unacceptable levels of service for future traffic volumes, providing conceptual layouts for interchanges, developing preliminary plans for display at a public hearing, and providing support for the development of an Environmental Impact Statement (EIS). Robert’s responsibilities include developing horizontal and vertical geometry; developing conceptual interchange layouts; investigating alignment, profile and entrance options to minimize impacts to Woodlawn Plantation (a National Historic Register property); coordinating the Location Public Hearing for the northern section of the project; and managing the development of an interactive project map to be displayed on VDOT’s Route 1 project website. VDOT Hampton Roads Bridge Tunnel Inspection, Civil Engineer (Norfolk, Virginia): Staff structural engineer on project involving structural, electrical and mechanical inspection. Structural inspection included two two-lane tunnels and the corresponding exhaust/intake air ducts and support buildings. Electrical inspection included extensive testing of the tunnel lighting, signage and fire alarm systems and tunnel switchgear. Mechanical inspection included testing of water systems and air circulation facilities. Responsibilities included assisting with all inspections and collection and analysis of data.


SALAHDIN YACOUBI

A. Name and Title Salahdin Yacoubi, Operations and Maintenance Manager (Material Personnel)

B. Project role Operations and Maintenance Resource




7 23 14


University of Bordeaux, France PhD 1985 Instrumentation and Measurement


G. Certifications


Autopista Central, Director of Operations, Santiago, Chile (1995-2001): Mitigated the residual risks borne by the special purpose company and minimized the schedule uncertainties; facilitated Investment Grade rating of the project, managed the design, development, implementation and setting to operations of the company’s mission-critical failure-tolerant systems. The systems consisted of 28 open road tolling gantries, first 600,000+ transponders, central toll processing system, 75 mile-long fiber optics-based telecom network, 130 closed-caption television cameras, tunnels ventilation and control systems, incident management, vehicle sensors and equipment for a traffic control center. Planned for, implemented and managed commercial operations in the 3 year ramp-up phase and achieved financial completion. Built and prepared Chilean teams to manage the company operations in the project's steady state phase. All objectives for this project were met within scope, schedule and financial constraints. Autopista Central, a 92 mile urban highway in Santiago, capital city of Chile, is Latin America first 100% electronically tolled and managed highway, with 900,000 registered customers and an average of 1 million transactions per day. City Link, Technical Director, Melbourne, Australia (2001- 2007): As Technical Director, managed the design, development, integration, implementation and setting to operations of City Link mission-critical failure-tolerant systems, which consisted of 22 open road tolling gantries, 800,000+ transponders, central toll processing system, 28 mile-long fiber optics-based telecom network, 40 closed-caption television cameras, tunnels signage, vehicle sensors and equipment for a traffic control center. Assisted in the planning and implementation of commercial operations, provided technical and operational support to operations teams during first 18 months of operations ramp-up phase, and achieved project completion. City Link, a 14 mile urban highway in Melbourne, was among the world's first 100% electronically tolled and managed highway. This multibillion dollar highway is 30-year concession under a design/build/finance/operations/maintenance contract. Received Egis Group Award for successful execution on-time, within scope and financial constraints.


THOMAS PHILIPS

A. Name and Title Thomas Philips, Project Manager (Material Personnel)

B. Project role Right-of-Way Manager


O.R. Colan Associates


11 10 5


Ferum College B.S 1978 Business


G. Certifications Licensed Real Estate Broker, State of Virginia


Meadow Brook - Loudoun, ROW Manager (Loudoun County, Virginia): Hired by Dominion Virginia Power to acquire various parcels of right of way to facilitate the improvement and expansion of an existing 500 kV transmission line. The project area spans almost 50 miles through rural Virginia, and it is anticipated that over 200 parcels will be affected. Route 1 North & South, ROW Manager (Prince William County, Virgnia): Mr. Philips managed all project activities from an administrative level and served as Prince William County’s primary point of contact with ORC. The most visible representative of the project team in regard to work with affected displaces, he personally accomplished much of the actual acquisition and relocation production work. The Route 1 South project consists of approximately 60 total acquisitions resulting in 16 residential displaces and more than 30 commercial relocations. Pocahontas Parkway (Route 895), Senior Acquisition/Relocation Agent (Richmond, Virgnia): As the as Senior Acquisition/Relocation Agent of the Pocahontas Parkway, Mr. Philips was heavily involved in all acquisition and relocation activities on multiple levels. Also assumed overall project management responsibilities towards the tail end of this initiative and continued to contribute heavily to the required production effort in the field, effectively filling the role of “working” project manager. ORC provided turnkey right-of-way property acquisition for the Fluor Daniel / Morrison Knudsen team. Services included title investigation, closings, appraisals, review appraisals, negotiations, and relocation for over 200 parcels. Pennington Gap and Jonesville, Senior Acquisition/Relocation Agent (Pennington & Jonesville, Virgnia): VDOT Project 0058-052-E24 included 36 properties to be negotiated, and Project 0058-052-E25 included 59 properties, for a total of 95 negotiations. There were 11 residential and 3 commercial relocations, including a tractor sales facility, used car lot, and an automotive garage. In addition, there were numerous mobile homes, which presented challenges due to the project’s remote location and scarcity of available replacement housing. Mr. Philips oversaw the day to day relocation activities for all displacees until such time as they vacated the project. SH-130 Segments 1-4, Senior Acquisition/Relocation Agent (Austin, TX): Responsible for development of relocation plans for work with displacees in rural areas, and conducted internal audits for compliance on this project sponsored by the Texas Department of Transportation. SH 130 is a 90-mile toll road intended to relieve traffic in the greater Austin area. The project required the acquisition of 425 parcels and relocation of 380 displacees.


VINCENT TIROLO PE

A. Name and Title Vincent Tirolo, PE, Chief Design Engineer (Material Personnel)

B. Project role Construction Engineer Manager


Skanska


13 30


City College of New York MEng 1971 Civil Engineering

City College of New York BEng 1966 Civil Engineering


0402040509 Professional Engineer Virginia

General Contractor Virginia

G. Certifications


New York City Transit, Second Avenue Subway, Chief Engineer (New York, NY): Serves as the firm’s Chief Engineer for the $337 million construction of a 245-meter-long by 23-meter-wide "launch box," which will be the future 96th Street Station. Two parallel, four-kilometer-long train tunnel shafts will be advanced from this box using a tunnel boring machine (TBM). Additionally, two access shafts will be installed for the future 72nd Street Station. Port Authority of New York & New Jersey, World Trade Center PATH Transportation Hub, Chief Engineer (New York, NY): The project includes extensive underground work such as rail tunnels, including track laying and the installation of power, communications, and signal systems as well as new climate-controlled train platforms and mezzanines. As Chief Engineer, Mr. Tirolo oversees the preparation of working drawings for this mega-project. Massachusetts Highway Department, Central Artery/Tunnel, Chief Engineer (Boston, MA): Oversaw the preparation of temporary structure working drawings for this assignment. Work involved construction of approach pits, viaducts and tunnels. The tunnels and viaducts are meant to alleviate congestion and carry traffic from the Massachusetts Turnpike under the South Station Rail Yard towards the Ted Williams Tunnel. The assignment called for the construction of 3,700 linear feet of 50' wide boat sections, 2,000 linear feet of 50' wide cut-and-cover tunnel, 10,000 linear feet of 40' wide precast, post-tensioned viaducts, and 750 linear feet of 80’ wide x 40’ high jacked tunnels. Working drawings included numerous support of excavation drawings, formwork, scaffolding, devices to assist in tunnel jacking and erection of precast concrete segment with gantry crane. New York City Transit Authority, 63rd Street Line/Queens Boulevard Tunnel Connection, Chief Engineer (Long Island City, NY): Prepared working drawings for construction of this project, which included decking and underpinning of an El column, mining under existing subway structures and caisson construction. Skanska USA Civil Northeast performed this contract that required construction of two, 1,100-foot-long tunnels below an existing subway tunnel structure, which was expanded to accommodate three new tracks. The effort commenced with construction of a 2,500-foot-long slurry- and jet-grout wall to prevent groundwater lowering outside the work area. Then, directly above the operative Queens Boulevard line, Skanska USA Civil Northeast installed a structural decking system to support the roadway surface that accommodates 25,000 cars per day. This was followed by the excavation of a 13,000-square-foot cut, varying in depth from 30 to 45 feet, adjacent to the five live tracks, and the partial demolition of the subway’s roof structure. The effort will smooth the flow of trains and encourage ridership on New York City’s vast subway system.

Letter of Submittal - Virginia Department of Transportation

Documents

Transcript of Letter of Submittal - Virginia Department of Transportation