Transportation Commission Sept 20 & 21, 2017 Meeting Schedule & Agenda 4201 East Arkansas Avenue Denver, Colorado 80222

Sidny Zink, Chairwoman

Durango, District 8 Shannon Gifford – Vice Chair Kathy Connell Denver, District 1 Steamboat Springs, District 6 Ed Peterson Kathy Hall Lakewood, District 2 Grand Junction, District 7 Luella D’Angelo Rocky Scott Englewood, District 3 Colorado Springs, District 9 Karen Stuart William Thiebaut Broomfield, District 4 Pueblo, District 10 Kathleen Gilliland Steven Hofmeister Livermore, District 5 Haxtun, District 11 THE CHAIRWOMAN MAY ALTER THE ITEM SEQUENCE OR TIMES The times indicated for each topic on the Commission agenda are an estimate and subject to change. Generally, upon the completion of each agenda item, the Commission will immediately move to the next item. However, the order of agenda items is tentative and, when necessary to accommodate the public or the Commission's schedules, the order of the agenda items is also subject to change. Documents are posted at http://www.coloradodot.info/about/transportation- commission/meeting-agenda.html no less than 24 hours prior to the meeting. The documents are considered to be in draft form and for information only until final action is taken by the Commission. Unless otherwise noted, all meetings are in CDOT HQ Auditorium.

TRANSPORTATION COMMISSION WORKSHOPS

Wednesday, September 20, 2017 9:00 a.m. Transit and Intermodal Committee -Room 150A (1 hour)

11:30 a.m. HPTE Board Meeting [Call to Order in Room 225]

12:00 p.m. Commission Lunch [Commission Conference Room]

12:20 p.m. HPTE Board Break

12:30 p.m. HPTE Board Meeting [Reconvenes in Auditorium]

1:20 p.m. Joint Executive Session with HPTE, the Transportation Commission and Bridge Enterprise Board of Directors pursuant to C.R.S. Sections 24- 6- 402(3)(a)(II) and (III) and C.R.S. Section 24-72-204(3)(a)(IV) for the

1 of 130 purpose of discussing confidential commercial and financial information, to receive legal advice regarding the Central 70 Project and to discuss the Branded Cities proposal. (Tony DeVito, Brent Butzin, and Keith Stefanik)

2:00 p.m. Joint Workshop of HPTE Board and Transportation Commission regarding Proposal for Branded Cities Digital Communications.

2:15 p.m. Right of Way Workshop (Josh Laipply)

2:30 p.m. Budget Workshop (Michael Krochalis & Louie Barela)

3:00 p.m. PD 14 - Asset Management and Safety (Jeff Sudmeier & William Johnson)

4:00 p.m. Statewide Plan - Long Range Revenue Projections (Jeffrey Sudmeier & Herman Stockinger)

4:15 p.m. INFRA and TIGER Grants and SB267 (Jeff Sudmeier)

4:30 p.m. RoadX – Continue Panasonic Partnership (Peter Kozinski & Amy Ford)

5:00 p.m. FY ‘18 Budget supplement request for TSM&O and update on opportunity to acquire Eagle Net Fiber Optic Network (Ryan Rice)

5:30 p.m. Adjournment

TRANSPORTATION COMMISSION MEETING

Thursday, September 21, 2017

8:00 a.m. Breakfast Meeting [Room 262]

9:30 a.m. 1. Call to Order, Roll Call

9:35 a.m. 2. Audience Participation; Subject Limit: 10 minutes; Time Limit: 3 minutes

9:40 a.m. 3. Comments of Individual Commissioners

9:45 a.m. 4. Executive Director’s Report (Shailen Bhatt)

9:50 a.m. 5. Chief Engineer’s Report (Josh Laipply)

9:55 a.m. 6. HPTE Director’s Report (Nick Farber)

10:00 a.m. 7. FHWA Division Administrator Report (John Cater)

10:05 a.m. 8. STAC Report (Vincent Rogalski)

10:10 a.m. 9. Act on Consent Agenda Page 5

2 of 130 Page 5 a) Resolution to Approve the Regular Meeting Minutes of August 20, 2017 (Herman Stockinger) Page 16 b) Utility and Drainage Easement Disposal: SH 82 (Parcel PE- 224-X, PE-224-XA and PE-224-XB) (Dave Eller) Page 22 c) Authorize Disposal of Parcel 1701 Platte (Josh Laipply) Page 25 d) Authorize Maintenance Requests (- $50-150k project list (Kyle Lester)

Page 29 10:15 a.m. 10. Discuss and Act on the 3rd Budget Supplement of FY 2018 (Michael Krochalis)

Page 36 10:20 a.m. 11. Discuss and Act on Amendment to Approve Fee for Service/Scope of Work HPTE/CDOT IAA and HPTE/OMPD Merger (Nick Farber)

10:25 a.m. 12. Discuss and Act on ROW Acquisition Authorization Requests (Josh Laipply)

10:30 a.m. 13. Discuss and Act on ROW Settlement Authorization Requests (Josh Laipply)

10:35 a.m. 14. Discuss and Act on ROW Condemnation Authorization Requests (Josh Laipply)

Page 53 10:40 a.m. 15. Discuss and Act on TIGER project list (Jeff Sudmeier)

10:45 a.m. 16. Recognitions (Shailen Bhatt) TRANSCOMM Awards: Drugged Driving: Sam Cole (consultants CIG & Amalie) Duct-Work: Rebecca White (along with CIG) Three's Free: Megan Castle (along with CIG) Highway 9 Wildlife: Tracy Trulove (along with a consultant)

PRSA Awards 2017 Gold Pick Awards - Component Winter Issues Drive Engagement Lil' Mec Pledge: Turning Tragedy into Action I-70 Traffic Gets Animated Media Joins Fight Against Drunk Driving Don't Drive Distrac... SQUIRREL! Digital Addiction Is a Killer Habit CDOT Goes Slow as Colorado Gets High Media Gets Caught in Slow-Speed Chase

2017 Gold Pick Awards - Campaign I-70 'duct-work: Finding Beauty in the Beast

2017 Silver Pick Awards DUI Prevention - There's an App for That Blow to Know!...Your BAC

3 of 130 Page 122 10:50 a.m. 17. Other Matters

10:55 a.m. 18. Adjournment

The Bridge Enterprise Board of Directors meeting will begin immediately following the adjournment of the Transportation Commission Meeting. Estimated Start Time: 11:00 a.m.

BRIDGE ENTERPRISE BOARD OF DIRECTORS 11:00 a.m. 1. Call to Order and Roll Call

2. Audience Participation • Subject Limit: 10 minutes; Time Limit: 3 minutes

3. Act on Consent Agenda

Page 54 a. Resolution to Approve Regular Minutes from August 17, 2017 (Herman Stockinger)

Page 56 4. Discuss and Act on 3rd Bridge Enterprise Budget Supplement of FY ‘18 (Michael Krochalis) Page 58 5. Discuss and Act on Bylaws (Kathy Young) Page 65 6. Changes in BE Annual Reporting Requirements (Josh Laipply) Page 67 7. Quarterly Progress Update (Josh Laipply)

8. Adjournment

Committee Meetings will take place in the Auditorium unless otherwise noted.

Page 89 11:15 a.m. Housing Committee (To begin immediately after BE meeting)

Page 117 11:45 p.m. Resiliency Committee (Location TBD)

1:00 p.m. Efficiency and Accountability Committee

4 of 130 Transportation Commission of Colorado Regular Meeting Minutes August 17, 2017

Chairwoman Sidny Zink convened the meeting at 9:30 a.m.

PRESENT WERE: Sidny Zink, Chair, District 8 Shannon Gifford, Vice-Chair District 1 Ed Peterson, District 2 Luella D’Angelo, District 3 Karen Stuart, District 4 Kathy Gilliland, District 5 Kathy Connell, District 6 Kathy Hall, District 7 Rocky Scott, District 9 William Thiebaut, District 10 Steven Hofmeister, District 11

ALSO PRESENT: Michael Lewis, Deputy Executive Director Josh Laipply, Chief Engineer Debra Perkins-Smith, Director of Transportation Development Amy Ford, Communications Director Herman Stockinger, Government Relations Director Paul Jesaitis, Region 1 Transportation Director Karen Rowe, Region 2 Transportation Director Dave Eller, Region 3 Transportation Director Johnny Olson, Region 4 Transportation Director Mike McVaugh, Region 5 Transportation Director Jane Fisher, Director of Program Management David Spector, HPTE Director Vince Rogalski, STAC Chairman Frank Spinelli, Director of Audit Division Kyle Lester, Director, Highway Maintenance Kathy Young, Chief Transportation Counsel

AND: Other staff members, organization representatives, and the public

An electronic recording of the meeting was made and filed with supporting documents in the Transportation Commission office.

Audience Participation Chairwoman Zink opened the floor for audience participation. No public comments, however the Commission did receive the following documents:

 August 9, 2017 Letter to Chief Engineer Laipply from Kristen Crawford on behalf of the City and County of Denver regarding removing Pena Blvd. from the National Highway System.

 August 15, 2017 letter to Chairwoman Zink and Commission from Barbara Kirkmeyer and David May on behalf of the North I-25 Coalition and Fix North I- 25 Business Alliance regarding the I-25 North project. 5 of 130  August 1, 2017 and August 3, 2017 letters from the President of the City of Glenwood Springs Transportation Commission as well as the Mayor of Glenwood Springs congratulating Bustang on its 2nd anniversary as well as growth.

E-470 Presentation (Josh Martin, Board Chair) E-470 board has decided that it will waive all toll fees ($547K) associated with the I-25 tanker fire. They are asking for reimbursement for staff time which amounts to $6,503. We play a role in transportation together and want to continue working together in future.

Commissioner Gilliland commented on the great job CDOT and E-470 has done to work together during this unprecedented event. It is great to have partners that can help with the solution. Thank you.

Commissioner Scott noted that the gesture of partnership is phenomenal, thank you.

Executive Director Bhatt commented that this was a very significant event. The E-470 staff were fantastic. The public doesn’t always distinguish between roads and it was great that we were able to come together to solve this issue.

Commissioner Peterson extended his thank you to the board and employees for their cooperation in helping to move traffic. Commissioner Peterson entered a symbolic motion moving to authorize payment to cover the requested expenses. Motion seconded by Commissioner Connell and passed unanimously.

Individual Commissioner Comments Commissioner Hall stated that the TRLC was in her area recently and there were good conversations there. On 7/24, Commissioner Hall toured in Montrose and the commissioner viewed Grand Ave. Bridge in Glenwood Springs prior to it coming down.

Commissioner Hall loves the electronic signs in the area. She noted that they do a good job warning the public about the traffic conditions. She said that one sign stuck out and it said “Keep your eyes on the road”. It was placed right in curve where people are looking at construction so Commissioner Hall thought this was a good reminder for people to stay focused on the road and not construction.

Commissioner Hofmeister – no report

Commissioner Thiebaut congratulated and welcomed Commissioner D’Angelo. He also thanked Mr. Martin and staff from E470 for coming as well as their generous display of partnership. Commissioner Thiebaut noted that during the retreat he learned a lot, including that at least 20-30 staff spend a lot of time preparing documents to submit information for commission. He extended his thanks to all staff that participate in the process.

Commissioner Peterson thanked staff for all the work that goes into packet as well. He noted that having a great quality of documentation helps to make good decisions and it is greatly appreciated. Commissioner Peterson also welcomed the newest commissioner and commented that she will be a great asset to the commission.

Commissioner Connell welcomed Commissioner D’Angelo. She noted that there were four bike accidents in last 3 weeks in her district; two that resulted in death6 of and130 another resulted in broken neck and paralysis from the neck down. Commissioner Connell noted that as citizens and planners we need to embrace bikes and other transit as a part of our transportation plans.

Commissioner D’Angelo indicated that she had only been here 2.5 days but was impressed with all of the information provided to her as well as the warm welcome she received from commissioners and staff. She noted that it is easy to take for granted all that goes on behind the scenes to allow individuals get from point A to point B. She was thoroughly impressed with the handle that CDOT has on all of these issues.

Commissioner Scott welcomed Commissioner D’Angelo. He noted that the work that impacts people the most is happening in the trenches, under the RTDs. Things like chip and seal projects are some of the most “non-sexy projects” but are very important improvements and he is grateful CDOT does them well and thanked staff for their hard work.

Commissioner Stuart-no report.

Commissioner Gilliland – Welcome Commissioner D’Angelo- good to have full commission, things going very well this year. TLRC meeting was also her area. Johnny Olson and others were present as well. Good discussions about projects and state issues. Attendance not as great as desired so would like to think of ways to improve in future. Kudos to Bustang. Got report that said performance from July 2016 to July 2017 – major increases in ridership. North route saw a 50% increase, South route – 42% West route - 77% and overall improvement of system wide ridership 52%. Starting two new weekend trips from COS to Denver and FTC to Denver. Growing program at good rate.

Vice-Chair Gifford – Welcome to Commissioner D’Angelo. Met with Governor and CDOT employees for lunch to honor those involved with the tanker fire.

Chairwoman Zink – very excited when Senators Bennet and Gardener informed her that a project in La Plata CO was on the list for FASTLANES funding going to congress for approval. Huge boost in moving forward.

Executive Director’s Report Executive Director Bhatt noted that there were about 120 people at the Governor’s event honoring those involved with the tanker fire on I-25 including CDOT employees, first responders, state troopers, private contractors, police, etc. The Governor said that he read a letter to the editor in which the writer noted the event restored their faith in government. Governor Hickenlooper commented that everyone that was there that day did more to restore peoples’ faith in government than he has been able to do during his entire time in office. Executive Director Bhatt noted that we appreciate E-470 and their partnership as well.

Executive Director Bhatt urged everyone to keep their eyes on road, especially with the big eclipse on Monday. He indicated that CDOT is taking steps to deal with the anticipated 100K vehicles in WY wanting to come south, which will likely result in a several hour trip back to Denver from the WY border. Executive Director Bhatt was concerned about vehicles coming and traffic impacts of people pulling over during the event. CDOT is working with Colorado State Patrol and others to coordinate response. At this time, he was not sure how large the event will be but noted CDOT 7is of working 130 to do all we can to minimize impacts.

Chief Engineer’s Report Chief Engineer Laipply discussed the eclipse event noting that it is anticipated to be quite an event. Roughly 150K people are expected to return to CO after the eclipse and likely will be all at the same time which could cause significant delays. CDOT has put in place several things, including OS/OW restrictions in place for greater capacity, info has been sent to all PE and there are construction restrictions in place. Maintenance crews are in snow shift hours and will have extra water and fuel for motorists in need. Staff are expecting to work longer hours to help motorists with any issues. The Emergency Response Framework will be starting Friday. CDOT will be counting traffic closely and will have an incident command center set up. E-470 is prepared to be an alternate route and the public is advised to use it.

HPTE Director’s Report HPTE Director David Spector welcomed Commissioner Partridge of the E-470 Public Highway Authority Boardto the meeting and noted that CDOT has a non-voting position on the E-470 board to aid with planning and to stay current on organizational events. Transportation Commissioners are welcome to attend these board meetings if they would like.

Director Spector noted several items:

 Express lanes master planning process will be kicked off next month and brought before commission along with an approval request for formal merger with OMPD.

 HPTE is reporting on the annual reconciliation for fee for service. HPTE is required to provide an update on the period from Jan-end of June. This includes:

o HPTE is working to get things done in express lanes, P3 and innovative finance arenas such as: o US 36: P3 effort for restriping in conjunction with Plenary Roads Denver. o Central 70: HPTE has donesignificant work to help with activities and litigation, procurement, financing, intake of bids and serve as the contracting entity for the Central 70 project o HPTE worked on the Central 70 transportation demand management contract which was recently approved.

 Fitch Rating Agency reviews managed lane credits and only 2 are BBB rated – one of which is the C470 express lane project.

 I-25 South team is beginning a traffic and revenue survey for the corridor.

 I-70 MEXL MOU with FHWA for 100 days on the express lane was approved

 HPTE staff attended the recent P3 Bootcamp held in Denver. This included staff training and some members of staff presenting on a panel.

8 of 130 FHWA John Cater provided an update on his activities and noted that one of the biggest assets we have are tunnels yet, they are a challenge to inspect. Cater attended a workshop a few weeks ago with a focus on helping to understand better ways to take care of tunnels, as well as ways to improve testing and maintenance. The School of Mines is a partner in this and one of their transportation centers focuses on tunnels and geo tech. Pam Hutton is leading the effort.

Cater will be in Durango on August 30th for a tribal summit with the Bureau of Indian Affairs, FHWA and others meet to discuss transportation issues with the tribes.

STAC Vince Rogalski welcomed the new commissioner to group. Chief Engineer Laipply provided an update to STAC on de-federalizing some projects to use nonfederal dollars for projects. The group is interested in learning if there is any additional liability and cost savings when done. Chief Engineer Laipply will give another update to the group with that information soon.

The Bustang outlier program with discussed at the meeting and the group is inquiring about options for rail based transit. They would like to explore the potential to develop a Front Range rail network.

STAC is beginning to discuss revenue projections and are in process of determining what items will be included and exploring options. The committee noted that the alternative fuel measure may be too low and are questioning how that effects potential for revenue.

Flood Recovery Program Update (Johnny Olson) The Flood Program is progressing well and there is $146M remaining to be planned. CDOT makes updates on progress twice a year.

Currently $63M is needed for flood recovery program activities. CDOT submitted a request in the budget supplement asking for a loan of $53M to use with current funds ($10M) to continue related projects. Funding will run out before the FHWA will reimburse funds to CDOT in September or October so this loan would insure projects can continue and not be delayed due to a lack of funds.

Act on Consent Agenda Chairwoman Zink entertained a motion to approve the Consent Agenda and accept all consent items. Commissioner Connell moved to approve the resolution, and Vice-Chair Gifford seconded the motion. Upon vote of the Board the resolution passed unanimously.

Resolution #TC-17-8-2

9 of 130 Resolution #TC-17-8-3

Resolution #TC-17-8-4

10 of 130

Resolution #TC-17-8-5

Discuss and Act on the 2nd Budget Supplement of FY 2018 Chairwoman Zink entertained a motion to approve the budget supplement. Commissioner Scott moved to approve the resolution, and Vice Chair Gifford seconded the motion. Upon vote of the Board the resolution passed unanimously.

Resolution #TC-17-8-6

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Discuss and Act on ROW Acquisition Authorization Requests Chairwoman Zink entertained a motion to approve the Right of Way authorization requests. Commissioner Connell moved to approve the resolutions, and Commissioner Hofmeister seconded the motion. Upon vote of the Board the resolutions passed unanimously.

Resolution #TC-17-8-7

Resolution #TC-17-8-8

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Resolution #TC-17-8-9

Resolution #TC-17-8-10

Discuss and Act on ROW Condemnation Process Initiation Request Chairwoman Zink entertained a motion to approve the condemnation authorization requests. Commissioner Hall moved to approve the resolutions, and Commissioner Gilliland seconded the motion. Upon vote of the Board the resolutions passed 13 of 130 unanimously.

Resolution #TC-17-8-11

DIA/Pena Blvd. (Josh Laipply)

Request was received for the commission to discuss the removal for Pena Blvd from the NHS. This was for information only and no formal action was requested.

CDOT is not opposed to that piece of road being removed from NHS. Executive Director Bhatt noted that it is not our road and we don’t maintain it. We are a part of the process but this is not for us. FHWA makes approval. No opposition to proposal expressed from Commissioners.

HQ/R1 New building (David Fox)

There is good momentum on the project and it is 44% completed timing wise. There are two contingencies, 9% of both used so far. 100% of precast is complete. Parking garage has been started. Every trade partner working within the building now.

Pueblo is also moving along well and is now 35% completed. 18% of the owner’s contingency used. CSP was a late addition to the project to add emergency response. All precast is completed for maintenance side and working on internal areas now. There have been a few weather delays due to rain but so far still on schedule.

Anticipated move for R1/HQ is mid-April and moving to the new R2 location should happen in March/April 2018.

Safety Update

Darryl Lingk provided a safety update. Safety incidents are trending 30% lower than they have during the last 4 years and we are down 37% on serious injuries.14 of 130

Snow plow accidents in 2014 made a significant spike. After that time, CDOT implemented behind the wheel route drives during good weather so that drivers are more prepared. This has reduced incidents significantly: 148 compared to 220. Study notes that there were fewer miles driven last year but even with the same miles still under previous levels.

Research shows there are more civilian caused incidents than CDOT caused. There was a question about what caused the civilian accident increase? Lingk surmised that civilians’ impact plows generally on the shoulders as they try to get around them.

How about the tow on plows (allow for extended towing capacity)? Did not see any particular trends – not concerning. Slip and Trip decreased 85% thanks to the better boots/tread. Thanks to the RTDs and others for pushing use of winter tread gear.

Implemented new safety process that is now taking hold. Heightened awareness has helped as well.

Recognitions The Transportation Commission recognized the following individuals/teams/projects:

 FHWA Environmental Excellence Awards (Deb Perkins-Smith)

 2017 AASHTO Awards o I-70 Mountain Express Lane Project – Operations Excellence, Medium Project (David Spector & Paul Jesaitis)

 CDOT Hero Awards o Brent Reigel, Rodney Hemphill and Bryan Trigg

Adjournment Chairwoman Zink announced the adjournment of the meeting at 10:56 a.m.

15 of 130 DATE: September 7, 2017 TO: Transportation Commission FROM: Joshua Laipply, P.E. Chief Engineer SUBJECT: SH 82 Parcels PE-224-X, PE-224-XA and PE-224-XB – Easement Disposal

Purpose CDOT is proposing to dispose 4,271 sq. ft. of a utility and drainage easement that is no longer needed for transportation or maintenance purposes. The easements will be sold to the adjacent property owner at fair market value.

Action CDOT R3 is requesting a resolution approving the disposal of 4,271 sq. ft. of a portion of an easement that is no longer needed for transportation or maintenance purposes.

Background Parcel PE-224 was acquired by CDOT as part of CDOT Project NH 0821-051, Unit 2 in 2001 for SH 82. The proposed easement disposal parcels encumber the Smith property adjacent to SH 82 near Mile Marker (MM) 30.5 in Pitkin County and are portions of PE-224. Parcels PE-224-X, PE-224-XA and PE-224-XB contain approximately 4,271 square feet collectively and are void of utilities and drainage facilities.

Details The subject easements have been determined to have value only to the adjacent owner, Bradley Smith and Jennifer-Dolecki Smith. Pursuant to C.R.S. 43-1-210(5)(a)(IV), the adjacent owner has elected to exercise its first right of refusal to purchase the subject easements at fair market value. CDOT Region 3 has determined that these easements are void of utilities and drainage facilities. The easement encumbrances need to be removed to accommodate the construction of a new home on the Smith property. The disposal of the subject easements will have no effect upon the operation, use, maintenance or safety of the highway facility. The disposal of the subject easements will be at fair market value.

Key Benefits CDOT will be relieved of maintenance responsibilities and liability associated with these parcels. CDOT will also obtain revenue from the sale of the parcel that will be for future transportation projects.

Next Steps Upon approval of the Transportation Commission, CDOT will sell the easements at fair market value in accordance with C.R.S. 43-1-210(5). CDOT will execute a quitclaim deed to convey the subject easements. The deed will be recorded in office of the County of Pitkin Clerk and Recorder.

Attachments Proposed Resolution Exhibit Depicting the Disposal Parcel

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RESOLUTION #TC17-9-XX Project #: NH 0821-051, Unit 2; Location: SH 82 near MM 30.5; Parcel #: PE-224-X, PE-224-XA and PE-224-XB; County: Pitkin.

Approved by the Transportation Commission on (Insert Date).

WHEREAS, CDOT acquired Parcel PE-224 in 2001 as a part of CDOT Project # NH 0821-051, Unit 2 for SH 82;

WHEREAS, portions of Parcel PE-224 encumber the property adjacent to SH 82 near MM 30.5 in Pitkin County;

WHEREAS, Parcel PE-224-X, PE-224-XA and PE-224-XB consists of 4,271 square feet combined;

WHEREAS, the adjacent property owner would like to purchase Parcel PE-224-X, PE-224-XA and PE-224-XB;

WHEREAS, the Department of Transportation would like to sell Parcel PE-224-X, PE-224-XA and PE-224-XB to the adjacent property owner;

WHEREAS, the disposal of Parcel PE-224-X, PE-224-XA and PE-224-XB will not affect the operation, maintenance, use or safety of CDOT's facility;

WHEREAS, the Department of Transportation, Region 3 has determined that Parcel PE-224-X, PE- 224-XA and PE-224-XB are void of utilities and drainage facilities;

WHEREAS, the Department of Transportation, Region 3, has declared through Joshua Laipply as Chief Engineer that Parcel PE-224-X, PE-224-XA and PE-224-XB is not needed for transportation purposes;

WHEREAS, pursuant to Colorado Revised Statutes (C.R.S) 43-1-210(5)(a)(I) The Department of Transportation is authorized, subject to approving resolution of the Transportation Commission, to dispose of any property or interest therein which is no longer needed for transportation purposes;

WHEREAS, the Department has determined that PE-224-X, PE-224-XA and PE-224-XB consisting of 4,271 sf of land is of use only to the adjacent property owner;

WHEREAS, pursuant to Colorado Revised Statutes (C.R.S) 43-1-210(5)(a)(III) when a parcel that is no longer needed for transportation purposes has value to only one adjacent owner, that owner shall have first right of refusal to purchase said property for fair market value;

WHEREAS, the adjacent landowner desires to exercise its right of refusal to purchase the 4,271 sf of SH 82 easements which is no longer needed for transportation purposes;

NOW THEREFORE BE IT RESOLVED, pursuant to the provisions of the C.R.S, 43-1-210(5) and 23 CFR 710.403 the Department of Transportation be given authority to declare PE-224-X, PE-224-

17 of 130 XA and PE-224-XB as excess easements and dispose of the 4,271 sf of SH 82 easements, which are no longer needed for transportation purposes for fair market value.

NOW THEREFORE BE IT FURTHER RESOLVED, funds from the sale of the property shall be disbursed in accordance with Section 7.2.15 of the CDOT Right-of-Way Manual.

Herman Stockinger, Secretary Date Transportation Commission of Colorado

18 of 130 19 of 130 20 of 130 21 of 130 DATE: September 7, 2017 TO: Transportation Commission FROM: Joshua Laipply, P.E. Chief Engineer SUBJECT: I-25 and 17th Street Parcel 257-EX - Disposal

Purpose CDOT is proposing to dispose 63,397 sq. ft. of right of way that is no longer needed for transportation or maintenance purposes. The property will be sold at fair market value.

Action CDOT R1 is requesting a resolution approving the disposal of 63,397 sq. ft. of right of way that is no longer needed for transportation or maintenance purposes.

Background I-25 right of way, from Evans Avenue to 52nd Avenue, was jointly acquired by CDOT and the City and County of Denver in the early 1950’s for the Dedicated Valley Highway (aka I-25). In 1961, CDOT conveyed title to this right of way to the City and County of Denver. As a State Highway, I-25 continues to be under the jurisdiction and control of CDOT pursuant to Colorado Revised Statutes. The City and County of Denver would like to vacate the subject property in accordance with their city charter. CDOT maintains that it has an independent beneficial real estate interest in the subject property. The subject property, is located at I-25 and 17th Street. Parcel 257-EX contains approximately 63,397 square feet and is outside of the right of way necessary for I-25.

Details The subject property has been determined to have value only to the City and County of Denver. Pursuant to C.R.S. 43-1-210(5)(a)(IV), City and County of Denver has elected to exercise its first right of refusal to purchase the subject property at fair market value. CDOT Region 1 has determined that this property is not needed for maintenance or transportation purposes. The disposal of the subject property will have no effect upon the operation, use, maintenance or safety of the highway facility. The disposal of the subject property will be at fair market value.

Key Benefits CDOT will be relieved of maintenance responsibilities and liability associated with this parcel. CDOT will also obtain revenue from the sale of the parcel that will be for future transportation projects.

Next Steps Upon approval of the Transportation Commission, CDOT will sell the property at fair market value in accordance with C.R.S. 43-1-210(5). CDOT will execute a quitclaim deed to convey the subject property. The deed will be recorded in office of the City and County of Denver Clerk and Recorder.

Attachments Proposed Resolution Exhibit Depicting the Disposal Parcel

22 of 130 23 of 130 24 of 130 4201 East Arkansas Ave, 3rd Floor Denver, CO 80222

TRANSPORTATION COMMISSION REQUEST

TO: Transportation Commission FROM: Kyle Lester, Director of Highway Maintenance CC: Michael P. Lewis, CDOT Chief Operating Officer

DATE: September 11, 2017 SUBJECT: Additions to FY 18 Maintenance Project List

Purpose The Maintenance Sections have identified projects valued at between $50,000 and $150,000 for construction in FY 18. The resolution details additions to project locations, type, and dollar value.

Action Requested Per CRS 24-92-109, and PD 1000.0 require CDOT to prepare estimates of proposed work exceeding $50,000 for Transportation Commission approval prior to undertaking the work.

Region 4 Maintenance Section 1 has discovered a failing culvert on SH 59 at MP 67 in need of immediate repair.

Region 1 Maintenance Section 5 has discovered a failing asphalt emulsion bond coat on I-225 Southbound at MP 9.9 to 9.6 and is adding a mill and fill project. Region 1 Section 5 has identifed 10 ramps that needs a mill and fill to be completed on US 36 at the Federal interchange. The projects were identified by the document RE: Update of the Assessment of I-25 and US 36 Existing Infrastructure.

Region 3 Maintenance Section 6 is adding a chip seal project on SH 14 from MP 7.7 to MP 12. This project is preventative maintenace for wearing surface.

Analysis: Maintenance Section 1 has estimated the cost of the culvert replacement to be $71,709.

Maintenace Section 5 has estimated the cost of the I-225 mill and fill to be $100,000. Maintenance Section 5 has estimated the cost of the US36 ramps mill and fills to be $339,925. Maintenance Section 6 has estimate the cost of the chip seal to be $149,000.

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Key Benefits Approval of these projects will allow the Maintenance forces to proceed with these projects ensuring the safety and mobility of the traveling public and enabling the continuation of commerce along the state highway system.

Project Type and Percentage of Each catagory of projects 1%

25%

42%

32%

Machine Patch Overlay Chip Seal Mill and Fill Overlay Other

Attachments Resolution for Transportation Commission Approval.

26 of 130 Resolution #TC-17-9-XX Fiscal Year 2018 additions over $50,000 project list approval

Approved by the Transportation Commission on

WHEREAS, under Senate Bill 98-148, public projects supervised by the Colorado Department of Transportation (CDOT) are exempt from the requirements of the “Construction Bidding for Public Projects Act;” and

WHEREAS, Section 24-92-109, Colorado Revised Statutes, as amended, requires CDOT to prepare cost estimates for projects to be undertaken by CDOT maintenance crews that exceed $50 thousand, but are less than or equal to $150 thousand for submission to the Transportation Commission for review and approval; and

WHEREAS, CDOT staff have prepared a cost estimate for this project to be done in Fiscal Year 2018 as detailed in the memorandum entitled; Additions to FY 18 Maintenance Project List.

WHEREAS, the funding for this project is contained in the Fiscal Year 2018 Budget.

NOW THEREFORE BE IT RESOLVED, the Transportation Commission has reviewed the cost estimate, as contained in the official agenda, and approves CDOT Maintenance Forces undertaking the project therein.

Region 4 Section 1 Hwy Start End Culvert Estimated Cost Replacement Hwy 59 67 67 Other $71,709 Region 1 Section 5 Hwy Start End Surface Treatment Estimated Cost Hwy I-225 SB 6.9 6.6 Mill and Fill $100,000

US 36 RAMPS Hwy 36 ramp 54.477 55.237 Mill and Fill $55,183 to Federal (Approach) Hwy 36 ramp 54.477 55.237 Mill and Fill $14,801 to Federal (Split) Hwy 36 ramp 54.477 55.237 Mill and Fill $22,871 to NB Federal WB Hwy 36 to 54.477 55.237 Mill and Fill $14,801 Federal (Split)

27 of 130 WB Hwy 36 54.477 55.237 Mill and Fill $34,424 ramp to SB Federal Federal on 54.477 55.237 Mill and Fill $36,654 ramp to WB Hwy 36 Federal on 54.477 55.237 Mill and Fill $19,314 ramp to WB Hwy 36 EB Hwy 36 to 54.477 55.237 Mill and Fill $58,827 SB Federal EB Hwy 36 to 54.477 55.237 Mill and Fill $37,518 NB Federal Federal to EB 54.477 55.237 Mill and Fill $45,528 Hwy 36 Sub Total $339,921 Region 3 Section 6 Hwy Start End Surface Treatment Estimated Cost Hwy 14 7.7 12 Chip Seal $149,000 Total $660,630

Sufficient funds exist within the appropriate MPA’s to pursue this project. The project is in accordance with the directive and all other requirements.

Herman Stockinger, Secretary Date Transportation Commission of Colorado

28 of 130 This document has been amended

4201 East Arkansas Avenue, Room 262 Denver, CO 80222-3400 (303)757-9793

MEMORANDUM

To: Transportation Commission (TC) From: Herman Stockinger, Acting Chief Financial Officer Date: September 21, 2017 Subject: Third Budget Supplement - FY 2017-18

Transportation Commission Program Reserve Fund (TCPRF) Division of Transportation Systems Management & Operations

$8,000,000 – TCPRF - To fund increased contracted staffing of Traffic Management Centers (TMC), expanded Safety Patrol and Heavy Tow service hours, the Bottleneck Reduction Program, the Traffic Incident Management (TIM) Program, TSM&O Evaluation for all projects, performance measures, and planning efforts with local stakeholders.

Please refer to the attached TSM&O memo for additional details and line item amounts.

HPTE $395,000 ‐ HPTE Fee for Service ‐ TCPRF - In connection with the merger between the Office of Major Project Development (OMPD) and the High Performance Transportation Enterprise (HPTE). CDOT and HPTE have acknowledged that this merger will result in additional staff compensation costs for HPTE and the budget requested will be used to cover those costs, pro-rated as of September 1st. The remaining operating budget allocated to OMPD at the beginning of the fiscal year, will now be made available for the CDOT construction program. Please refer to memo in the “Discuss and Act on the First Amendment to the Fiscal Year-18 Intra-Agency Agreement between CDOT and HPTE” agenda item.

Attachment 1: TC Contingency Reserve and TC Program Reserve Projections Attachment 2: TSM&O FY18 Budget Supplement Request

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Transportation Commission Contingency Reserve Fund Reconciliation Third Supplement FY 2018 Budget Transaction Reference Date Transaction Description Amount Balance Document June-17 Ending Balance 12S17 $81,939,976 July-17 Balance 1S18 $40,013,000 August-17 Balance 2S18 $37,956,053 State match for ER permanent repair projects $ (1,356,146) Multiple OJT Allocation from FHWA $ 80,220 1000242117 Project savings from Region 4 $ 677,774 1000242777

September-17 Pending Balance 3S18 $37,357,901

Transportation Commission Program Reserve Fund Reconciliation Third Supplement FY 2018 Budget Transaction Reference Date Transaction Description Amount Balance Document July-17 Balance 1S18 $83,431,059 August-17 Balance 2S18 $22,881,059 HUTF FY2017 Reconciliation $ 23,497,855 Pending FHWA Flexible Funds FY 2017 Reconciliation $ (3,055,176) Pending FHWA FY 2017 Re-distribution $ 44,872,399 1000242335 Cost Center Fund FY2017 End of Year Remaining Balance $ 1,717,947 Pending TMS&O FY 18 Additional Funding Request $ (8,000,000) Pending HPTE Fee for service Amendment $ (395,000) Pending

September-17 Pending Balance 3S18 $81,519,084

Transportation Commission Contingency Snow & Ice Fund Reconciliation Third Supplement FY 2018 Budget

Transaction Reference Date Transaction Description Amount Balance Document FY18 Budget Allocation $10,000,000 1000240904 July-17 Balance 1S18 $10,000,000 August-17 Balance 2S18 $10,000,000 September-17 Balance 3S18 $10,000,000

Transportation Commission Contingency RAMP Reserve Third Supplement FY 2018 Budget

Transaction Date Transaction Description Amount Balance June-17 Rollforward Balance 12S17 $119,839 July-17 Balance 1S17 $119,839 August-17 Balance 2S17 $119,839 September-17 Balance 3S17 $119,839

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Transportation Commission Contingency Reserve Fund Emergency and Permanent Repairs-Nonparticipating costs and state match

September 11, 2013 Flood Related Monthly Activity State Total Budget Reg HighwayMileposts Project Description County TCCRF 4 034A 114.000 - 116.000 Roadway Permanent Restoration and Bridge Replacement Weld $ (124,058) 4 034A 114.000 - 116.000 Roadway Permanent Restoration and Bridge Replacement Weld $ 61,506 4 034A 77.000 - 80.000 Big Thompson Canyon Rock Blasting Weld $ 52,083 4 034A 77.000 - 80.000 Big Thompson Canyon Rock Blasting Weld $ 9,450 4 025A 241.000 - 295.100 Design of Bridge Scour Repair Boulder $ 18,969 4 034A 77.000 - 80.000 Big Thompson Canyon Construction of Mainline Structures Larimer $ 11,340 4 034D 13.750 - 14.710 US34D Reconstruct and Repair Highway Weld $ (688,400) 4 055A 0.000 - 1.500 SH55, SH 59, and SH 385 Flood Repairs Logan $ (516,300) 4 014B 102.000 - 120.000 US 287 andSH 14 Rebuild Road Larimer $ (197,915) 4 060B 11.380 - 12.040 SH257 and SH60 Replace Bridges Weld $ 116,843

Total $ (1,256,482)

Spring 2015 Flood Related Monthly Activity State Total Budget Reg HighwayMileposts Project Description County TCCRF 2 115A 34.737 - 35.748 SH 115 Place Riprap El Paso$ 92,559 4 014B 84.500 - 84.500 SH14 Embankment Repair Larimer$ (192,223)

Total $ (99,664)

Grand Total TCCRF Activity for Emergency Relief Since Last Reporting $ (1,356,146)

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Resolution # 17‐9‐XX

Approval and Adoption of the Third Supplement to the Fiscal Year 2017‐18 Budget for the Colorado Department of Transportation

Approved by the Transportation Commission on (Insert Date).

WHEREAS, the budget requests being presented to the Transportation Commission this month have been reviewed and were determined to meet the criteria outlined in Policy Directive 703.0, requiring approval by the Transportation Commission; and

WHEREAS, the project requests included in the Supplement are consistent with the FY 2018 through FY 2021 STIP and funds are available from the Regions’ allocations unless otherwise indicated.

NOW THEREFORE BE IT RESOLVED, after review and consideration, the Third Supplement to the Fiscal Year 2017‐18 Budget is approved by the Transportation Commission.

Herman Stockinger, Secretary Date Transportation Commission of Colorado

32 of 130 FY 2017-2018 Contingency Reserve Fund Balance Projection (TCC) August $37,956,053 TC Contingency Balance State match for ER permanent repair projects ($1,356,146) OJT Allocation from FHWA $80,220 Savings from Region 4 $677,774 Pending September $37,357,901 TC Contingency Reserve Balance Projected Outflow: Low Estimate High Estimate State Match for Emergency Relief/Permanent Recovery ($2,000,000) ($5,000,000) State Match for Spring 2015 Floods $0 ($2,500,000) Projected FY 2017-2018 YE Contingency Balance $35,357,901 $29,857,901 TCCRF Surplus (Deficit) to Reach $40M Balance July 1, 2018 ($4,642,099) ($10,142,099)

FY 2017-2018 Program Reserve Fund Balance Projection (TCI) August $22,881,059 TC Contingency Balance FHWA FY 2017 Re-distribution $44,872,399 HUTF FY2017 Reconciliation $23,497,855 Cost Center Fund FY2017 End of Year Remaining Balance $1,717,947 FHWA Flexible Funds FY 2017 Reconciliation ($3,055,176) TMS&O FY 18 Additional Funding Request ($8,000,000) HPTE Fee for service Amendment ($395,000) Pending September $81,519,084 TC Program Reserve Fund Balance Projected Outflow: Low Estimate High Estimate FY17-18 Estimated Misc TCCRF Funding Requests ($18,000,000) ($18,000,000) Right of Way Acquisitions ($27,100,000) ($34,900,000) Projected Inflow: High Estimate Low Estimate US 34 Big Thompson Canyon Flood Recovery Project $53,000,000 $0 Projected FY 2017-2018 YE Contingency Balance $89,419,084 $28,619,084

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4201 East Arkansas Avenue Denver, CO 80222

MEMORANDUM

T0: TRANSPORTATION COMMISSION FROM: RYAN D. RICE, DIRECTOR, DIVISION OF TSM&O DATE: SEPTEMBER 21, 2017 SUBJECT: TSM&O FY 17-18 BUDGET SUPPLEMENT REQUEST

Purpose This memorandum includes information for funding decisions to be made by the TC regarding a budget supplement request from the Division of Transportation Systems Management & Operations (TSM&O) in order to keep funding levels in FY18 consistent with the previous three fiscal years to support the continuation of mission critical functions and other projects and program support to the CDOT Regions and partner agencies.

Action The TC is being asked to review the staff recommendations and approve funding for the Division of TSM&O budget supplement request of $8,000,000.

Background & Details This budget supplement request from Transportation Commission Program Reserve Fund maintains funding levels consistent with the previous three fiscal years and prevent the termination of mission critical services in November. Since its founding in July 2013 the Division of TMS&O has received funding for new safety and operations projects and programs in FY14, FY15, FY16, and FY17. Prior to the beginning of FY18, funding was not approved to keep funding levels consistent with prior three fiscal years to sustain new programs. These include increased contracted staffing of Traffic Management Centers (TMC), expanded Safety Patrol and Heavy Tow service hours, the Bottleneck Reduction Program, the Traffic Incident Management (TIM) Program, TSM&O Evaluation for all projects, performance measures, and planning efforts with local stakeholders. The specific projects and amounts requested for FY18 are as follows:  Traffic Management Center Contracted Staff for EJMT and CTMC Golden: $1,800,000  Contracted Safety Patrol and Heavy Tow Programs: $1,700,000  Chain Law Enforcement: $300,000  Bottleneck Reduction (COBRA) project support: $500,000  TMC and TIM Planning & Program Support: $740,000  TSM&O Evaluation and Program Support: $500,000  Traffic Incident Management (TIM) Training Track: $1,500,000  Planning, Performance Measures, and Travel Demand Management: $960,000

Key Benefits This funding will result in improved safety through incident detection in TMCs, Traffic Incident Management (TIM) on the road, Safety Patrol & Heavy Tow services hours and storm responses, and Chain Law Enforcement. This will also result in reduced traffic congestion through Bottleneck Reduction project support, incident quick clearance from Safety Patrol & Heavy Tow and effective Traffic Incident Management (TIM), and Travel Demand Management (TDM) strategies; and efficient use of resources through planning efforts and performance measures reporting.

4201 East Arkansas Avenue, Room 262, Denver, CO 80222 P 303.757.9262 F 303.757.9656 www.coloradodot.gov

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Options and Recommendations 1) Approve $8 million request 2) Approve a partial request 3) Request more information for future decision making

4201 East Arkansas Avenue, Room 262, Denver, CO 80222 P 303.757.9262 F 303.757.9656 www.coloradodot.gov

35 of 130 MEMORANDUM

T0: TRANSPORTATION COMMISSION FROM: DAVID SPECTOR, DIRECTOR OF HIGH PERFORMANCE TRANSPORTATION ENTERPRISE CC: HERMAN STOCKINGER, ACTING CHIEF FINANCIAL OFFICER DATE: SEPTEMBER 21, 2017 SUBJECT: APPROVAL OF THE FIRST AMENDMENT TO THE FISCAL YEAR 2017-18 INTRA AGENCY AGREEMENT BETWEEN CDOT AND HPTE

Purpose To present information about the first amendment to the Fiscal Year (FY) 2017-18 Fee for Service Intra- Agency Agreement (IAA), including an expanded scope of work (SOW), between the Colorado Department of Transportation (CDOT) and the High Performance Transportation Enterprise (HPTE).

Action Department Staff is seeking Transportation Commission (TC) approval of the resolution (shown in Attachment A) authorizing the proposed amendment to the IAA between CDOT and HPTE for FY 2017-18.

Background on the Fee for Service Intra-Agency Agreement for FY 2017-18 In exchange for the specialized nature of the expertise and services HPTE provides to CDOT, CDOT pays HPTE for those services through an annual ‘fee-for-service’ IAA. This IAA includes the HPTE scope of work and the process by which HPTE is able to earn the value of the services it provides to CDOT in an exchange transaction. As part of the IAA, the services that are to be provided by HPTE to CDOT and the value being compensated for each are detailed in a scope of work for that upcoming fiscal year. For FY 2017-18 HTPE staff worked with CDOT throughout the budget building cycle to develop a SOW based on overall Department priorities. The TC reviewed the finalized SOW and approved an updated Fee for Service Intra-Agency Agreement (IAA) between CDOT and HPTE for FY 2017- 18 in March 2017.

Background on the Proposed Amendment to the Current IAA In July 2017 workshops were held with both the TC and the HPTE Board of Directors to discuss the proposed merger between the Office of Major Project Development (OMPD) and HPTE. Specifically, staff discussed the value to CDOT resulting from the new streamlined organizational structure. Areas of value to CDOT include a more robust in-house support on major express lanes projects, streamlined communication with the Federal Highway Administration (FHWA) on major project finance plans, budget savings and general organizational efficiencies that would result from HPTE expanding its in-house staff. Both the TC and the HPTE Board were overwhelmingly supportive of the idea and HPTE committed to returning in September with an amended IAA and budget request to complete the transition.

HPTE and CDOT have acknowledged that this merger was not contemplated during initial budget development and is not currently included in the CDOT authorized FY 2017-18 budget of $4,774,500 for HPTE. As such, the proposed first amendment to the FY2017-18 IAA includes an additional $395,000 which compensates HPTE for providing additional services to CDOT as described in the new scope of work. The budget request is integrated into the third CDOT budget supplement to the FY 2017-18 budget and will be presented to the TC for consideration and approval.

36 of 130 Staff has also reviewed all areas of work under the current SOW with CDOT and made adjustments in order to add activities related to the development of an Express Lanes Master Plan. These changes have a non-budgetary impact as HPTE has been able to de-prioritize tasks and re-allocate funds in order to accommodate this new project. A complete description of the tasks and value of the services related to the Express Lanes Master Plan can be found under Attachment B, Exhibit A: Amended Scope of Work FY 2017-18.

Areas of work included in the originally approved SOW that have now be de-prioritized and removed are:

 Exploration of a possible Federal and Colfax devolution and redevelopment project

Areas of work included in the originally approved SOW that will now be studied under the Express Lanes Master Plan are:

 The I-70 mountain corridor visioning  Evaluation of C-470 and integration into future west connect projects

Details regarding additional changes made to the original scope of work can be found in the redline version of the SOW included under Attachment B, Exhibit A: Amended Scope of Work FY 2017-18.

Key Policy Considerations  The organizational changes were mutually agreed to by the TC, HPTE Board of Directors and CDOT Executive Management.  Approval of the amended IAA will fairly compensate HPTE for the additional work and services it is providing to CDOT.

Commission Options/Decision Matrix 1) Staff Recommendation: Review and approve the first amendment to the IAA.

2) Review the revised scope of work and IAA, but with instructions to add scope of work for particular projects or programs. Staff would return with requested revisions in October.

3) Review the revised scope of work and IAA, but with instructions to the eliminate scope of work for particular projects or programs. Staff would return with requested revisions October.

Next Steps  If needed, additional work or other activities that are currently outside the revised scope of work will be captured in a future IAA and budget amendment and brought before the TC for approval.

Attachments: Attachment A: Resolution Approving a First Amendment to the Fee for Service Intra-Agency Agreement between CDOT and HPTE for FY 2017-18 Attachment B: First Amendment (FY 2017-18) to Fee for Service Intra-Agency Agreement

37 of 130 Attachment A: Resolution # TC- Resolution Approving a First Amendment to the Fee for Service Intra-Agency Agreement between CDOT and HTPE for FY 2017-18

Approved by the Transportation Commission on September 21, 2017

WHEREAS, the Transportation Commission is responsible, pursuant to Section 43-1- 106(8), C.R.S., for formulating the general policy with respect to the management, construction and maintenance of public highways and other transportation systems in the State; and

WHEREAS, the Transportation Commission promulgates and adopts all budgets for CDOT and state transportation programs; and

WHEREAS, HPTE and CDOT previously entered into prior year Fee for Service Intra- Agency Agreements in which CDOT acknowledged that HPTE possesses expertise and legal powers unavailable to CDOT, and agreed to compensate HPTE for the fair market value of certain services to be provided to CDOT during those fiscal years; and

WHEREAS, on March 16, 2017, the Transportation Commission approved a Fiscal Year 2017-18 Fee for Service Agreement, which set forth a new scope of services to be provided by HPTE to CDOT during the 2017-18 fiscal year; and

WHEREAS, CDOT has subsequently requested additional services from HPTE for the 2017- 18 fiscal year, which HPTE has agreed to provide for a fee, and which are described in the First Amendment to the Fiscal Year 2017-18 Fee for Service Agreement (the “Amendment”); and

WHEREAS, the Transportation Commission has reviewed the Amendment and the Amended FY 2017-18 Scope of Work attached as Exhibit A to the Amendment, and finds the compensation amounts set forth to constitute fair and reasonable compensation for the additional services to be provided by HPTE to CDOT during the 2017-18 fiscal year.

NOW THEREFORE BE IT RESOLVED, the Transportation Commission hereby approves the Amendment in substantially the form presented and authorizes the CDOT Executive Director to execute the Amendment with such changes therein and additions thereto, including further revisions or modifications to the fiscal year 2017-18 scope of work as the Executive Director may determine to be necessary or appropriate.

Herman Stockinger, Secretary Date Transportation Commission of Colorado

38 of 130 ATTACHMENT B: First Amendment to FY 2017-18 Fee for Service Intra-Agency Agreement

FIRST AMENDMENT TO FISCAL YEAR 2017-18 FEE FOR SERVICE INTRA-AGENCY AGREEMENT

THIS FIRST AMENDMENT (the “Amendment”) is made this day of , 2017 by and between the STATE OF COLORADO for the use and benefit of the COLORADO DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the “Department” or “CDOT,” and the COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, a government-owned business and a division of CDOT, hereinafter referred to as the “Enterprise” or “HPTE.” CDOT and HPTE are referred to herein individually each as a “Party” and collectively as the “Parties.”

RECITALS

A. CDOT is an agency of the State of Colorado authorized pursuant to Section 43-1- 105, C.R.S. to plan, develop, construct, coordinate, and promote an integrated transportation system in cooperation with federal, regional, local and other state agencies.

B. The Transportation Commission of Colorado (the “Transportation Commission”) is the budgetary and policy making body for CDOT with all powers and duties granted by the Colorado General Assembly pursuant to Section 43-1-106, C.R.S.

C. HPTE is empowered, pursuant to Section 43-4-806(6)(h), C.R.S., to make and enter into all contracts and agreements that are necessary or incidental to the exercise of its powers and performance of its duties.

D. The business purpose of HPTE, as provided for in Section 43-4-806(2)(c), C.R.S. is to pursue public-private partnerships and other innovative and efficient means of completing surface transportation infrastructure projects, which HPTE may agree to complete for CDOT under agreements entered into with the Department in accordance with Section 43-4-806(6)(f), C.R.S.

E. CDOT and HPTE previously entered into that certain Fee for Service Intra- Agency Agreement, dated March 15, 2017 (the “FY 2017-18 Agreement”), in which CDOT acknowledged that HPTE possesses expertise and legal powers unavailable to CDOT, and in which CDOT agreed to compensate HPTE for the fair market value of certain services to be provided to CDOT during the 2017-18 fiscal year.

F. Subsequent to the execution of the Agreement, CDOT has requested, and HPTE has agreed to provide, certain additional services not included as a part of the previously approved FY 2017-18 Services.

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G. The Parties now desire to amend the FY 2017-18 Scope of Work and agreed upon compensation as set forth in this Amendment.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE PARTIES TO THIS AMENDMENT HEREBY AGREE AS FOLLOWS:

1. Amendment to Scope of Work and Responsibilities. The FY 2017-18 Scope of Work referenced in Section 2.b. of the Agreement and attached thereto as Exhibit A shall be replaced by the amended scope of work, incorporating additions to the FY 2017-18 Services attached to this Amendment as Exhibit A-1 (the “Amended FY 2017-18 Scope of Work”).

2. Amendment to Payment Amount and Procedures. The Payment Amount referenced in Section 3.a. of the Agreement shall be increased by Three Hundred Ninety Five Thousand Dollars ($395,000) to an amended total Payment Amount of Five Million One Hundred Sixty Nine Thousand Five Hundred Dollars ($5,169,500). The Parties agree that on the effective date of this Amendment, CDOT shall pay HPTE $395,000 for the provision of the additional services described in the Amended FY 2017-18 Scope of Work.

3. General Provisions. With the exception of those terms and conditions specifically modified herein, the Agreement shall remain in full force and effect in accordance with all of its terms and provisions. In the event of any conflict between the terms and provisions of the Agreement and the term and provisions of this Amendment, the terms and provisions of this Amendment shall control. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one agreement.

4. Controller’s Approval. This Amendment shall not be deemed valid until it has been approved by the State Controller or such assistant as he or she may designate.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

STATE OF COLORADO COLORADO HIGH PERFORMANCE JOHN W. HICKENLOOPER, Governor TRANSPORTATION ENTERPRISE

By: By: SHAILEN P. BHATT DAVID I. SPECTOR Executive Director HPTE Director DEPARTMENT OF TRANSPORTATION

APPROVED:

CYNTHIA H. COFFMAN Attorney General

By: ASSISTANT ATTORNEY GENERAL

ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER

Section 24-30-202, C.R.S. requires that the State Controller to approve all agreements. This Amendment is not effective until the State Controller, or such assistant as he may delegate, has signed it.

STATE CONTROLLER Robert Jaros, CPA, MBA, JD

By:

Date:

41 of 130 EXHIBIT A Amended FY 2017-18 Scope of Work

(Attached)

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Colorado High Performance Transportation Enterprise Scope of Work Fiscal Year 2018 Overview In order to accelerate the development and delivery of critical transportation infrastructure projects through the use of innovative financing, the Colorado Department of Transportation (CDOT) utilizes the expertise and legal power of the High Performance Transportation Enterprise (HPTE). In 2009, the HPTE was created under 43‐4‐806 C.R.S., known as FASTER, in order to accelerate critical surface transportation infrastructure projects throughout the state. To achieve this objective the HPTE was given the power to enter into public‐private partnerships, impose user fees on surface transportation projects, issue revenue bonds and enter into private commercial loan agreements. HPTE is also the Colorado tolling entity (the successor to the Colorado Tolling Enterprise), managing CDOT’s network of tolled Express Lanes. Due to Taxpayer Bill of Rights (TABOR) restrictions, CDOT cannot exercise these powers. Although a division of CDOT, HPTE is considered a government owned business, which exempts it from the TABOR restrictions. The powers given to the HPTE through statute provide a direct benefit to CDOT and the traveling public by accelerating infrastructure projects that ordinarily would not be undertaken due to a constrained fiscal environment. This scope of work documents the duties and tasks that CDOT directs the HPTE to manage, oversee, and implement for fiscal year 2018. In exchange, CDOT compensates HPTE with an upfront payment for its services. Associated costs for the completion of main project duties are broken down into specific categories of work performed. Scope of Work Duration This scope of work outlines services that will be provided by HPTE over a one year period that will commence on July 1, 2017 and end on June 30, 2018. Billing and Reporting On an annual basis, CDOT will pre‐pay for services being provided by HPTE. In order to receive payment, HPTE will submit a bill to CDOT at the beginning of each fiscal year on July 1st. On the 15th of January and July of each fiscal year, HPTE will submit a progress report that includes a summary of its activities for the previous six months as well as a status report on the progress being made to accomplish the tasks outlined in this scope of work. The submission of the semi‐annual reports will be used by HPTE and CDOT to recognize revenue and expenses, respectively. HPTE Corridor Development and Services Provided

HPTE manages and leads the development of many surface transportation projects on behalf of CDOT. These projects are in key corridors around the state that when completed, will increase choice, may promote carpooling, expand capacity, and assist with traffic demand management. By using the rights given to HPTE through statute, CDOT is able to improve congestion on these corridors and accelerate these infrastructure projects that ordinarily would not be undertaken. To deliver these projects, HPTE is providing services that fall into six general categories: Overall Program, Program Planning, Project Development, Project Procurement, Tolling Services and Construction. Each category is defined as follows:

Overall Program: shall mean services that support HPTE’s overall mission of accelerating the delivery of surface transportation projects throughout the state. This can include work related to the development of HPTE’s overall program strategy, looking at how HPTE’s system of

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projects can integrate effectively into the existing transportation system, conducting feasibility studies on potential future projects as well as improving access and use of P3 resources.

Program Planning: shall mean services that support the development of a specific corridor, or project, as a whole but are not related to project construction. This can include public education and outreach as well as coordination with local governments and project stakeholders. Program planning activities are necessary to ensure the success and use of HPTE corridors.

Project Development: shall mean services that include, but are not limited to, the planning and design of public‐private partnerships, express lane facilities, other revenue generating projects as well as providing oversight duties and contract management on executed concession agreements.

Project Procurement: shall mean all services that deal with procuring and securing funding for public‐private partnerships, express lane facilities or other revenue generating projects.

Tolling Services: shall mean services that deal with how a tolled Express Lane(s) affects the general purpose lanes, CDOT operations, maintenance, and snow removal. This can include work related to how to creating tolling strategies for corridors under construction, toll rate setting, and studying corridor operational improvements in both the general purpose and Express Lanes. HPTE is also responsible for integrating tolling installation schedules between CDOT, HPTE and E‐470, and to manage CDOT’s switchable transponder inventory for CDOT’s HOV3+ program.

Construction: shall include all services that deal with the oversight of construction and operation and maintenance activities. Also includes approving and overseeing the change order process set forth in the construction contract.

CDOT uses these categories to define the specific tasks that will be managed by HPTE over the duration of this scope of work. Organizing these tasks by specific project and/or corridor allows HPTE to demonstrate the progress being made on these tasks and validate the exchange of services between CDOT and HPTE.

US 36 Managed Lanes / Bus Rapid Transit Project Summary of Work: Plenary Roads Denver (PRD) operations and maintenance requirements under the Concession Agreement are performance driven, that is, if certain performance measures are not met, HPTE has the power to assess non‐compliance points to PRD. If PRD does not adequately remedy the reason why they received non‐compliance points they will be required to compensate HPTE. Both HPTE and CDOT have responsibilities for monitoring the Concession Agreement. In order to provide oversight and management of the concession agreement, HPTE is tasked with providing the following services: Project Development

CDOT tasks HPTE to ensure that all operations and maintenance (O&M) requirements set out under the Concession Agreement with PRD are being met. All requirements are performance driven, and if certain performance measures are not met, such as maintain tolling equipment, adequate incident management, routine maintenance, and snow and ice removal, HPTE has the power to assess non‐ compliance points to PRD. If PRD does not adequately fix the reason why they received non‐compliance points they will be required to monetarily compensate HPTE on behalf of CDOT.

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In addition to monitoring all O&M requirements, CDOT tasks HPTE with ensuring proper oversight on the financial and engineering aspects of the project. To ensure short‐term financial oversight on the US36 project HPTE has hired and will oversee the work of the financial advisory firm RSM. CDOT also tasks HPTE to work with its Office of Major Project Development (OMPD) to implement a long‐term financial oversight plan once the project is completed and in‐service. HPTE will also provide support and oversight on a contract managed by OMPD that provides engineering oversight on the project. CDOT also tasks HPTE to spearhead the following efforts:  Coordinate with CDOT Region 1 staff, OMPD and the CDOT’s Communications Office on all stakeholder outreach efforts. Timeline: This work will be on‐going.

 Work with Region 1, OMPD staff and the CDOT annual budget team to develop a budget for routine maintenance and snow and ice removal costs. In addition, CDOT will have cost savings in routine maintenance and snow removal due to the concession agreement. These cost savings will also be passed through from HPTE to CDOT. Timeline: This will be completed by September 15, 2017.

Innovative Finance Operations

 Work on a FHWA Dynamic Road Share grant  Provide project updates to Legislators and the US 36 Mayors and County Commissioners  Study turning the I‐25 Central Lanes from a barrier separated facility into a bi‐directional facility  Research and evaluate HOV3+ impacts

Summary of Duties and Value of Services for US36 Managed Lanes/Bus Rapid Transit Project: CATEGORY VALUE Project Development $50,000 Innovative Finance Operations $300150,000 Total Project Value $350200,000

Central 70 Design Build Finance Operate Maintain Project (DBFOM) Summary of Work: On March 6, 2017 CDOT/CBE/HPTE released the final draft of the Instructions to Proposers and Project Agreement to the four shortlisted proposers. In FY18 CDOT tasks HPTE to evaluate proposals (administrative, technical and financial) and reach both commercial and financial close. In order to support the development of the Central 70 Project, CDOT tasks HPTE with providing the following services: Project Development Support OMPD’s other primary responsibilities as they related to the I‐70 East Project (see Attachment A to the September 30, 2013 MOU for specifics).This will be complete by June 30, 2018.

Project Procurement CDOT tasks HPTE to lead the procurement process and complete the following duties:

 Review and comment on all documents prepared by legal counsel

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 Work with the CBE and OMPD to prepare the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan and Private Activity Bonds (PABs) applications  Review and comment on other consultants work product, for example, technical requirements, tolling requirements, project staffing levels  Participate in meetings with CDOT/HPTE consultants to keep the procurement process on schedule  Assist in the proposal evaluation process  Lead or assist (depending on the funding source) the procurement process of additional services for the project  Lead the TIFIA and PABs application and negotiation process  Assist CDOT OMPD with the project’s tolling strategy  Lead negotiations with stakeholders to procure additional project funding  Coordinate with E470 and OMPD on the integration of E‐470 into the project documents  Guide litigation strategy  Assist with the evaluation of both the technical and financial proposals  Oversee commercial and financial close  Coordinate and oversee the corridor’s Transportation Demand Management (TDM) contract

Tolling Services  Coordinate with CDOT OMPD, and Project staff regarding tolling strategies  Work with OMPD to develop a tolling strategy for the corridor

Innovative Finance Operations  Explore RoadX project incorporation

Timeline: These duties will be complete by June 30, 2018.

Summary of Duties and Value of Services for I‐70 East Corridor Project: CATEGORY VALUE Project Development $200150,000 Project Procurement $250,000 Tolling Services $100,000 Innovative Finance Operations $250,000 Total Project Value $800750,000

C‐470 Express Lanes Project Summary of Work: This project is being procured using the Design Build method, and will not be a Public‐Private Partnership like US 36 or I‐70 East. This project is currently and under construction and is being funded primarily through a HPTE $109 million TIFIA loan and $188 million toll revenue backed bonds.

In order to support the development of the C‐470 project, CDOT tasks HPTE with providing the following services:

Program Planning  Coordinate with CDOT Region 1, OMPD, and the CDOT Communications Office regarding stakeholder outreach

4 46 of 130

 Support OMPD’s other primary responsibilities as they relate to the C470 Project (see Attachment A to the September 30, 2013 MOU for specifics)  Complete by June 30, 2018.

Project Development  Prepare finance plan and other related documents relating to the TIFIA loan  Manage pricing and closing of the TIFIA Loan and bonds  Manage the disbursements of the TIFIA Loan and monitor the loans reporting requirements  Monitor financing documents  Work with legal counsel and other consultants regarding the TIFIA loan, bonds and other potential financing for the project  Work with OMPD to develop a tolling strategy for the corridor  Coordinate with E470 and OMPD on the toll installation and testing of the hardware and software on the express lanes  Coordinate with CDOT Region 1, OMPD, and the CDOT Communications Office regarding stakeholder outreach  Procure and conduct a traffic and revenue study from Wadsworth to I‐70  Participate in the NEPA process from Wadsworth to I‐70  Pay for the Surveillance of the C470 TIFIA Loan and the bonds

Tolling Services  Coordinate with CDOT OMPD, and Project staff regarding tolling strategies  Work with OMPD to develop a tolling strategy for the corridor

Innovative Finance Operations  Explore RoadX project incorporation

Timeline: These duties will be complete by June 30, 2018.

Summary of Duties and Value of Services for C‐470 Express Lanes Project: CATEGORY VALUE Project Planning $12071,000 Project Development $400310,000 Tolling Services $110,000 Innovative Finance Operations $5025,000 Total Project Value $680406,000

I‐25 North Project: Johnstown to Ft. Collins Summary of Work: HPTE recently completed a more robust traffic and revenue study on this segment of I‐25. The project does not need financing for the project now, but will towards the end of construction. HPTE originally envisioned procuring a line of credit from one of its short listed lenders, but after consultation with the Colorado FHWA Division, it was determined that the project could move forward at CDOT’s risk without the line of credit. This will save HPTE and CDOT carrying costs for simply having the line of credit open.

Program Planning • Coordinate with CDOT Region 4, OMPD, and the CDOT Communications Office regarding stakeholder outreach.

5 47 of 130

Project Development • Pursue negotiations with lenders to obtain up to a $50 million commercial loan on Segments 7 and 8. • If feasible, procure a commercial loan for up to $50 million on Segments 7 and 8. • Coordinate with CDOT Region 4, OMPD, and the CDOT Communications Office regarding stakeholder outreach. • Support OMPD’s other primary responsibilities as they relate to the Project

Tolling Services  Coordinate with CDOT OMPD, Region 1 and 4 staff regarding the tolling strategies for Segments 7 and 8  Work with OMPD to develop a tolling strategy for the corridor  Coordinate with legal counsel, the Attorney General’s Office, CDOT Region 1 and OMPD staff to ensure HPTE is complying with the covenants in the loan agreement (if applicable)

Summary of Duties and Value of Services for I‐25 North Project: CATEGORY VALUE Project Planning $50110,000 Project Development $25040,000 Tolling Services $150,000 Total Project Value $450150,000

I‐25 North Project: 120th Avenue to E‐470 Summary of Work: This project was procured as a Design Bid‐Build with HPTE financing $22 million through a toll revenue backed loan from Bank of America, N.A.. The project is anticipated to be open for toll collection in summer 2018.

Program Planning Coordinate with CDOT Regions 1 and 4, OMPD, and the CDOT Communications Office regarding stakeholder outreach.

Project Development • Coordinate with CDOT Region 1, OMPD, and the CDOT Communications Office regarding stakeholder outreach. • Support OMPD’s other primary responsibilities as they related to the Project • Coordinate with legal counsel, the Attorney General’s Office, CDOT Region 1/4 and OMPD staff to ensure HPTE is complying with the covenants in the loan agreement

Tolling Services  Coordinate with CDOT OMPD, Region 1 and 4 staff regarding the tolling strategies for Segment 3  Work with OMPD to develop a tolling strategy for the corridor

Summary of Duties and Value of Services for I‐25 North Project:

CATEGORY VALUE Project Planning $25,000 Project Development $25,000 Tolling Services $5025,000

6 48 of 130

Total Project Value $10075,000

I‐25 North Project: US 36 to 120th Avenue Summary of Work: This project was procured as a Design Bid‐Build and HPTE operates the tolled Express Lanes on the corridor.

Program Planning Coordinate with CDOT Regions 1 and 4, OMPD, and the CDOT Communications Office regarding stakeholder outreach.

Project Development • Coordinate with CDOT Region 1, OMPD, and the CDOT Communications Office regarding stakeholder outreach. • Support OMPD’s other primary responsibilities as they relate to the Project

Tolling Services  Oversee and implement tolling strategies for the segment

Summary of Duties and Value of Services for I‐25 North Project:

CATEGORY VALUE Project Planning $10,000 Project Development $10,000 Tolling Services $10,000 Total Project Value $30,000

I‐70 Mountain Express Lane Project (East Bound) Summary of Work: On December 19, 2014 HPTE entered into a Loan Agreement with Banc of America for $25 million to close the funding gap on the project and help the construction of the west bound Mountain Express Lane (MEXL) from Empire Junction to the Twin Tunnels on I‐70. The MEXL was opened for tolling on December 19, 2015. To assist the operations of the MEXL, CDOT tasks HPTE with providing the following services: Program Planning  Coordinate with CDOT Region 1, OMPD, and the CDOT Communications Office regarding stakeholder outreach.

Project Development  Coordinate with CDOT Region 1 to ensure HPTE is complying with the December 19, 2014 Intra Agency Agreement (IAA) between CDOT and HPTE.  Coordinate with legal counsel, the Attorney General’s Office, CDOT Region 1 and OMPD staff to ensure HPTE is complying with the covenants in the loan agreement  Coordinate with CDOT, OMPD and Region 1 staff regarding the MEXL tolling strategies  Work with TSM&O, OMPD staff and the CDOT annual budget team to develop a budget for HPTE’s share of operations and maintenance cost on the lanes.

Tolling Services

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 Study a toll rate increase, and if feasible, implement through public outreach and Board action

Summary of Duties and Value of Services for I‐70 West PPSL Project (East Bound) Project: CATEGORY VALUE Project Planning $50,000 Tolling Services $100,000 Total $150,000

Express Lanes Master Plan Summary of Work: procure and manage a statewide express lanes master plan (ELMP). The ELMP will be a comprehensive long‐term system wide strategic ‘road map’ for the prioritization, planning, and development of express lane related projects to efficiently deliver the overall statewide program based on: 1) mobility; 2) system connectivity; 3) financial planning; 4) revenue generation; 5) coordination with the Regions and stakeholders; and 6) public input. The total cost of the ELMP will be split between two fiscal years as it will take two years to complete. The total cost of the ELMP is $3.5 million. Program Planning  Work with CDOT Region 1, DTD, and TSM&O to develop the ELMP’s goals and working groups.  Lead the ELMP Steering Committee. Project Development  Develop a Request for Proposals for the ELMP and manage its procurement.  Manage the ELMP’s working groups, i.e. Financial Working Group, Engineering/Operations Working Group, Environmental/Planning Working Group.  Manage the ELMP’s preferred proposer and their work.

Summary of Duties and Value of Services for the ELMP Project:

CATEGORY VALUE Project Planning $200,000 Project Development $1,500,000 Total $1,700,000

Overall Program Services Increase Transparency and Education on Public‐Private Partnerships To ensure effective and comprehensive public outreach and education around Public‐Private Partnerships (P3) projects, and to comply with the US 36 Legislative Audit. CDOT tasks HPTE with the following tasks:  Conduct telephone town halls as required by the Transparency Policy  Conduct surveys to gauge public sentiment  Conduct public meetings and stakeholder outreach as required by the Transparency Policy  Maintain current and updated information on project websites regarding project status and public participation activities and events.  Produce Annual Report to Colorado General Assembly as required by 43‐4‐806 C.R.S.

8 50 of 130

 Coordinate with the CDOT Public Information Office on updating transponder and HOV policy, motorcycle transponder policy, and HOV carpooling technology.  Conduct ongoing outreach for Express Lanes  Community and public affairs support  Staff training costs  Conduct P3 training for local stakeholders  Legislative activity

Timeline: These duties will complete by June 30, 2018. Value: $423,000 Develop Upcoming Projects  Parking Study with the Division of Transit and Rail (DTR): examine partnership solutions for Bustang park and ride lots serving north and southbound I‐25 bus commuters. Currently, long‐ term parkers and commercial businesses tie up parking for daily riders. A license agreement with HPTE to manage daily demand with long‐term parking might be one solution and an alternative revue generating opportunity. HPTE and DTR are working together to develop a solution. Value: $150200,000  Federal and Colfax Devolution / Development: work with CDOT Region 1 and the City and County of Denver to study devolving and developing CDOT’s property adjacent to the Federal and Colfax intersection. Value: $250,000  RoadX: work with the CDOT RoadX division as it looks to grow and to partner with private industry to achieve its mission. Value: $100195,000  Visioning for I‐70 Mountain Corridor (West Bound): work with CDOT Region 1 and the I‐70 West Collaborative Effort to analyze the different alternatives that arise out of the process. Value: $175,000  C‐470 / West Connect / North West Area Mobility study: evaluate and analyze C‐470 development and integration with a corridor‐wide transportation network. Value: $650,000  I‐25 South PEL Traffic and Revenue Study: procure and manage a traffic and revenue study on the I‐25 South Corridor (C‐470 to Colorado Springs). Value: $650,000 Out of State Travel  Travel to conferences, trainings, and project related meetings to comply with the training requirement from the US 36 Legislative Audit and to promote HPTE’s projects to the infrastructure finance industry.  OST is approved annually as part of HPTE budget. Changes to OST will be discussed with CDOT Deputy Director.  See Exhibit A

Estimated Cost $16,500

Aconex Document Management Software License $224,000

9 51 of 130 Exhibit A

Conference Travel Dates Location Person Source RegistrationFlight Hotel Incidentals Per Diem Cost Estimate Actual Cost Description ARTBA P3 Conference (Annual) July DC David 537 $1,500.00 2016 P3 Conference ‐ HPTE is a member of ARTBA P3 Division Board of Directors / will be a speaker IBTTA/TRB Managed Lanes symposium July Dallas Toll ops manager537 $1,400.00 Summit on AET, Managed Lanes ASHTO mobility conference July (expected) $550.00 AASHTO Nat'l Mgmt Conference September (expected) Nick 537 $1,300.00 Leadership training Neighborly Innovative Public Finance Fall 2017 SF David 537 $1,750.00 David speaking re: innovative finance IBTTA National Conf September Atlanta Toll ops manager537 $1,750.00 National IBTTA confernece / First annual conf. for Toll ops manager NGA P3 Training HPTE was asked to present in 2017 537 $0.00 Asked to go by Governor's Office in 2016 / cost free trip / A41 compliant WASHTO Emerging Leaders October (expected) Nick 537 $500.00 Leadership training CG/LA October Silicon Valley David 537 $1,500.00 Annual conference / HPTE has spoken each year for past 2 years / presents our projects to market Bond Buyer/Governing P3 Conference November (expected) Finance director 537 $500.00 Annual P3 meeting for each organization Annual NCPPP conference November Toronto David 537 $1,750.00 Annual NCPPP P3 conference C70 Bond Pricing Q4 2016/ Q1 2017 NYC David 536 $1,750.00 C‐470 Loan closing /Bond pricing TRB January 2018 DC Nick 537 $1,750.00 Annual Meeting Stanford Global Projects Center annual meeSpring 2018 Palo Alto David 537 $100.00 Annual meeting / HPTE is member organization / cost free ‐ A41 compliant IBTTA ‐ Communications Workshop March 2018 Megan 537 $1,750.00 HPTE has attended and spoken on panel for past 2 years P3 Conference March 2018 Dallas Nick 537 $1,000.00 Annual conference / HPTE has spoken each year for past 2 years JP Morgan Infrastructure conference March 2018 NY 537 $1,500.00 HPTE/OMPD has spoken at conf. in 2016 IBTTA Summit on Policy, Finance and VMT April 2018 Jersey City Finance dierctor/537 $1,500.00 Conference TRB May 2018 (expected) $1,500.00 P3 Hub West / P3 Bootcamp May 2018 (expect Los Angeles/PHX? $500.00 HPTE has spoken at P3 bootcamp IBTTA Maintence & Roadway Ops May 2018 (expect New Orleans Toll Ops man. 537 $100.00 Conference InfraAmericas June 2018 NY David 537 $2,000.00 P3 Infrastructure Forum WASHTO June 2018 ? Nick 537 $1,250.00 2017 Annual Meeting Central 70 project trip 536 $1,500.00 Total (estimated) $16,350.00 $0.00

Project Trips ‐ not from OOST budget Past travel: particular FY18 travel will depend on HPTE plan and program, but will not exceed total budget

FY 17 OOST Approved Budget = $15,000

11 52 of 130 Resolution #TC-17-9-XX Instructing the Department to submit applications for projects under the USDOT TIGER IX Discretionary Grant program and support priority projects submitted by other Colorado applicants.

Approved by the Transportation Commission on (Insert Date).

WHEREAS, the Consolidated Appropriations Act, 2017 includes a $500 million authorization for National Infrastructure Investments, referred to by the U.S. Department of Transportation (USDOT) as TIGER Discretionary Grants; and

WHEREAS, a Notice of Funding Availability was issued by the U.S. Department of Transportation (USDOT) on September 6 for the Transportation Investment Generating Economic Recovery Discretionary Grant Program (also known as TIGER IX); and

WHEREAS, applications for the TIGER IX discretionary grant program are due to the U.S. Secretary of Transportation on October 16, 2017; and

WHEREAS, the USDOT’s consideration of TIGER IX discretionary grant applications will be based on state of good repair, economic competitiveness, quality of life, environmental sustainability, and safety as primary selection criteria; and

WHEREAS, the Colorado Department of Transportation (CDOT) staff evaluated and analyzed potential projects for the Department to submit under the TIGER IX discretionary grant program; and

NOW THEREFORE BE IT RESOLVED, the Department is instructed to submit a single application for the following project under the USDOT TIGER IX Discretionary Grant program: • SH 13 Reconstruction

NOW THEREFORE BE IT FURTHER RESOLVED, in order to show the Department’s financial commitment to the SH 13 project and because a state match is required and enhances the viability of the application, the Commission commits to funding up to $60 million of state match for the project, with the state funding source to be determined and allocated if the TIGER IX grant application is successful.

NOW THEREFORE BE IT FURTHER RESOLVED, the Commission also commits to providing up to $1 million of state match from available SB 228 funds for a local grant application to enhance the viability of the SW Chief Amtrak line in Colorado. The funds will be allocated to the project if the grant application is successful.

NOW THEREFORE BE IT FURTHER RESOLVED, the Commission also commits to providing up to $9 million of state match for a local grant application for US 160 Towaoc Passing Lanes, with the state funding source to be determined and allocated if the TIGER IX grant application is successful.

NOW THEREFORE BE IT FURTHER RESOLVED, the Department may provide letters of support for priority projects submitted for a TIGER IX grant by other Colorado applicants.

Herman Stockinger, Secretary Date Transportation Commission of Colorado 53 of 130 Bridge Enterprise Board Regular Meeting Minutes August 17, 2017

Chairwoman Zink convened the meeting at 10:57 a.m.

PRESENT WERE: Sidny Zink, Chair, District 8 Shannon Gifford, Vice-Chair District 1 Ed Peterson, District 2 Luella D’Angelo, District 3 Karen Stuart, District 4 Kathy Gilliland, District 5 Kathy Connell, District 6 Kathy Hall, District 7 Rocky Scott, District 9 William Thiebaut, District 10 Steven Hofmeister, District 11

ALSO PRESENT: Michael Lewis, Deputy Executive Director Josh Laipply, Chief Engineer Debra Perkins-Smith, Director of Transportation Development Amy Ford, Communications Director Herman Stockinger, Government Relations Director Paul Jesaitis, Region 1 Transportation Director Karen Rowe, Region 2 Transportation Director Dave Eller, Region 3 Transportation Director Johnny Olson, Region 4 Transportation Director Mike McVaugh, Region 5 Transportation Director Jane Fisher, Director of Program Management David Spector, HPTE Director Vince Rogalski, STAC Chairman Frank Spinelli, Director of Audit Division Kyle Lester, Director, Highway Maintenance Kathy Young, Chief Transportation Counsel

AND: Other staff members, organization representatives, and the public

An electronic recording of the meeting was made and filed with supporting documents in the Transportation Commission office.

Audience Participation Director Zink stated that no members of the audience wished to address the Board of Directors.

Act on Consent Agenda Chairwoman Zink entertained a motion to approve the Consent Agenda. Director Connell moved to approve the resolution, and Director Peterson seconded the motion. Upon vote of the Board the resolution passed unanimously.

54 of 130 Approval of Regular Meeting Minutes for July 20, 2017.

2nd Budget Supplement

Chairwoman Zink entertained a motion to approve the budget supplement. Director Hall moved to approve the resolution, and Director Gilliland seconded the motion. Upon vote of the Board the resolution passed unanimously

Resolution #BE-17-8-2

Adjournment Chairwoman Zink announced the adjournment of the meeting at 11:00 a.m.

55 of 130 4201 E. Arkansas Ave., Room 124B Denver, CO 80222

TO: THE BRIDGE ENTERPRISE BOARD OF DIRECTORS FROM: HERMAN STOCKINGER, ACTING CHIEF FINANCIAL OFFICER DATE: SEPTEMBER 21, 2017 SUBJECT: THIRD SUPPLEMENT TO THE FISCAL YEAR 2017-18 BRIDGE ENTERPRISE BUDGET

Region 3:

The following project was originally approved for design funds in March 2015. Design work was completed and the project was then put on hold until additional funding became available for programming. The current budget request is to fund the utility relocations associated with this project.

 $232,074 US34 over North Fork of the Colorado River - Grand County (old D-13-A) (new D-13-Y) (21010/1000…).

US 34 over North Fork of the Colorado River in Grand County (old D-13-A) (new D-13-Y) Budget Components by Phase, Funding Program, Fiscal Year Third BE Supplement Action Phase Funding Current Year of Budget Total Revised Expended of Work Program Budget FY 2018 FY 2019 FY 2020 Request Budget To-Date FASTER Bridge Funds $118,347 $118,347 $7,563 ROW Total ROW $118,347 $118,347 $7,563 FASTER Bridge Funds $232,074 $232,074 $232,074 Utilities Total Utilities $232,074 $232,074 $232,074 FASTER Bridge Funds $401,353 $0 $401,353 $392,270 Design Total Design $401,353 $0 $401,353 $392,270 Total Project Budget $519,700 $232,074 $232,074 $751,774 $399,834 Year of Expenditure Total FY 2018 FY 2019 FY 2020 Request $232,074 $232,074

56 of 130

Resolution # BE- 17-9-2 Approval and Adoption of the Third Fiscal Year 2017-18 Project Budget Supplement for the Colorado Bridge Enterprise (BE).

Approved by the Transportation Commission on September 21, 2017.

WHEREAS, the Colorado General Assembly created the Colorado Bridge Enterprise (BE) in C.R.S. 43-4-805 as a government-owned business within CDOT for the business purpose of financing, repairing, reconstructing, and replacing Designated Bridges, defined in C.R.S. 43-4- 803(10) as those bridges identified as structurally deficient or functionally obsolete and rated poor; and

WHEREAS, pursuant to Section 43-4-805(5)(m), C.R.S., the BE Board of Directors (the “Board”) is empowered to set and adopt, on an annual basis, a program budget for the BE; and

WHEREAS, under Policy Directive 703.0, approval by the Board is required to establish initial funding for BE eligible construction projects as well as any project increases above certain thresholds over the life of the project; and

WHEREAS, the project requests included in the Supplement are consistent with the FY 2017- 18 through FY 2020-21 STIP; and

WHEREAS, the project budget request being presented to the Board for approval this month has been reviewed and meets BE funding eligibility as well as prioritization criteria.

NOW THEREFORE BE IT RESOLVED, after review and consideration, the Third Supplement to the Fiscal Year 2017-18 Budget is approved by the Bridge Enterprise Board.

Herman Stockinger, Secretary Bridge Enterprise Board of Directors

57 of 130 4201 E. Arkansas Ave. Denver, CO 80222

MEMORANDUM TO: BRIDGE ENTERPRISE BOARD OF DIRECTORS FROM: KATHY YOUNG, FIRST ASSISTANT ATTORNEY GENERAL DATE: SEPTEMBER 21, 2017 SUBJECT: BRIDGE ENTERPRISE BYLAWS REVISION

Purpose The Bridge Enterprise Bylaws have not been updated since 2009 and need to be updated to acknowledge and define the role of the Bridge Enterprise Director and to give the Bridge Enterprise Director the ability to delegate signature authority for Bridge Enterprise agreements to the Chief Engineer or another delegee. With regard to Bridge Enterprise agreements, a suggested change to the bylaws has been made that will give the Bridge Enterprise Director the ability to sign Bridge Enterprise contracts that have been previously approved in a budget action by the Bridge Enterprise Board. Most of the suggested edits to the bylaws has been taken from the Colorado High Performance Transportation Enterprise bylaws which have been amended several times since 2009, when both HPTE and the Bridge Enterprise were created.

Action It is requested that the Board of Directors review the draft changes and offer any comments or suggestions. The October Board meeting will include a resolution to adopt revised bylaws.

Background & Details The original Bridge Enterprise Bylaws were established in 2009. Evolution and refinements of the program operations through the years has resulted in changes which should be reflected in revised bylaws.

Changes include the following: • Article II Sec B – Minor change to heading to include “Term” to better describe the content of the section. • Article II Sec D – Addition of verbiage to clarify Board member compensation. • Article II Sec E – Full replacement to clarify required disclosures by Board members. • Article III Sec B – Revision of text to provide flexibility in meeting schedule and minor grammatical change. • Article III Sec C through F – Removal of “telegraph” and addition of “email” as a communication vehicle for special meetings. Change to Section identification. Minor grammatical change. • Article V Sec A – Change to the verbiage regarding the appointment of the Secretary. Minor grammatical changes. • Article V Sec C 1,2,&3 and Sec D – Minor grammatical changes • Article VI – Changed Heading to include “Budget”

4201 E. Arkansas Ave., Denver, CO 80222-4206 P 303.757.9011 www.coloradodot.info/programs/BridgeEnterprise

58 of 130 • Article VI Sec B – Added section to state that the Board will adopt an annual budget by June of each year. • Article VII Sec B – Reference correction • Article VIII – Added entire section to clarify duties and authority of the BE Director and delegation authority. • Article IX – Heading number change and clarification of Director (or delegate) authority to enter into contracts subject to budget constraints.

4201 E. Arkansas Ave., Denver, CO 80222-4206 P 303.757.9011 www.coloradodot.info/programs/BridgeEnterprise

59 of 130 STATEWIDE BRIDGE ENTERPRISE BYLAWS

Article I. Offices and Definitions

A. Principal Office. The principal office of the Statewide Bridge Enterprise shall be 4201 East Arkansas Avenue, Denver, Colorado 80222. The Enterprise may have other offices and places of business at such places within the State of Colorado as shall be determined by the Enterprise Board, as defined below.

B. Definitions. Capitalized terms shall have the definitions ascribed to them in these Bylaws and the Articles of Organization.

Article II. Bridge Enterprise Board

A. Enterprise Board. All of the powers of the Enterprise, as described in § 43-4-805, et seq., C.R.S., and as otherwise provided by law, shall be vested in the Enterprise Board. The Enterprise Board shall manage the business and affairs of the Enterprise. The Enterprise Board shall consist of the members of the Transportation Commission of Colorado, as determined pursuant to § 43-1-106(1), C.R.S. Members of the Enterprise Board shall have the ability to vote.

B. Qualifications and Term. All members of the Enterprise Board shall be, at the time of appointment and throughout their tenure on the Enterprise Board, members of the Transportation Commission of Colorado as provided in § 43-1-106(1), C.R.S.

C. Performance of Duties. By acceptance of his/her office, each member of the Enterprise Board shall be deemed to have accepted the obligation to perform his/her duties in good faith and in a manner he/she believes to be in the best interests of the Enterprise.

D. Reimbursement. The Enterprise Board may provide for reimbursement of the Members of the Enterprise Board for reasonable and necessary expenses incurred on behalf of the Enterprise consistent with State Fiscal Rules and the but the members shall otherwise serve without compensation.

E. Standards of Conduct. Annually, the members shall read and sign the Standards of Conduct that pertain to the duties and responsibility of the Enterprise Board and abide by those standards. Financial disclosure is required only when a board member has a reasonably foreseeable substantial financial conflict of interest.

E. Disclosures. Members of the Enterprise Board shall make financial disclosures and avoid conflicts of interest as provided by policies adopted by the Enterprise Board and as provided by law.

III. Meetings of the Bridge Enterprise Board

60 of 130 A. Place of Meetings. The regular or special meetings of the Enterprise Board or any committee designated by the Enterprise Board shall be held at the principal office of the Enterprise or at any other place that a majority of the Enterprise Board or any such committee, as the case may be, designates from time to time. B. Regular Meetings. Regular meetings of the Enterprise Board shall be held on the third Thursday of the monthat a time and date set by the Enterprise Board. It shall be the duty of the members of the Enterprise Board to attend Enterprise Board meetings. The Enterprise Board shall meet no less than eight (8) times per year.

The cChairman of the Enterprise Board ("the Chair") may postpone or advance the time and date of any regular meeting for a period not to exceed one week. The Enterprise Board may remove items from the agenda or rearrange the order of the agenda items at any time. Items may be added to the agenda only with adequate public notice prior to the meeting, as provided by law.

D.C. Special Meetings. Special meetings may be called by the Director of the Enterprise ("Director"), the Chair, or a majority of the Members of the Enterprise Board, with three days’ notice by mail or, in an emergency, 24 hours’ notice by telephone or telegraph or electronic mail, unless otherwise provided by law.

E.D. Notice of Meetings. Notice of the time, date and place shall be provided to the Enterprise Board and the public as required by law.

F.E. Quorum. A quorum of the Enterprise Board shall be six (6) members. If a quorum of the Enterprise Board is present, a majority vote of the members present shall be required to carry any motion, order, regulation, bylaw or other action of the Enterprise Board. All formal action of the Enterprise Board shall be by resolution adopted at a duly called meeting of the Enterprise Board and no individual Member shall exercise individually any administrative authority with respect to the Enterprise.

G.F. Voting. Each member of the Enterprise Board shall be entitled to one vote. The Enterprise Board may act only by resolution or motion at a duly called meeting. Voting shall be either by voice or roll call vote. A roll call vote shall be conducted upon the request of a member of the Enterprise Board or at the discretion of the cChairman. Any member of the Enterprise Board shall disqualify himself/herself from voting on any issue with respect to which he/she has a private interest, unless such member of the Enterprise Board has disclosed such interest in compliance with § 24-18-110, C.R.S.

G. Conduct of Meetings. All meetings of the Enterprise Board will be conducted under Roberts Rules of Order, unless specifically provided otherwise by the Enterprise Board or these Bylaws.

H. Executive and Other Committees. The Enterprise Board may, by a motion or resolution adopted by a majority of the members of the Enterprise Board, designate not less than two (2) of its Members to constitute one or more other committees, each of which shall have and

61 of 130 may exercise such authority as may be set forth in said motion or resolution. If any such delegation of authority of the Enterprise Board is made as herein provided, all references to the Enterprise Board contained in these Bylaws, the Articles of Organization, § 43-4-801, et seq., C.R.S. or any other applicable law or regulation relating to the authority so delegated shall be deemed to refer to such committee.

Article IV. Open Meetings and Open Records

A. Open Meetings. All meetings of the Enterprise Board shall be open to the public and shall be preceded by adequate public notice as required by law. Public notice of the Enterprise Board agenda shall be made prior to Enterprise Board meetings.

B. Open Records. The records of the Enterprise Board shall be public records and shall be open for public inspection, as provided by law for public records. Enterprise Board meetings shall be recorded by electronic recording device. Minutes shall be made of all Enterprise Board meetings and shall be approved by the Enterprise Board. After approval by the Enterprise Board, minutes shall be made a part of the Enterprise Board records.

Article V. Officers of the Enterprise Board

A. General. The cChairman, and vVice cChairman and secretary shall be known as the officers of the Enterprise Board. The Enterprise Board shall appoint a Secretary who shall not be a Member of the Enterprise Board. The officers shall be elected by the Enterprise Board in July 2009 and thereafter annually at the Enterprise Board meeting in August. If the election of such officers is not held at such meeting, such election shall take place as soon thereafter as a meeting may be conveniently held. The Enterprise Board shall elect a cChair man and vVice- cChairman, each of whom must be a member of the Enterprise Board. The Enterprise Board shall also select a secretary, who may be, but not need be, a member of the Enterprise Board. Each officer shall serve at the pleasure of the Enterprise Board.

B. General Duties. All officers of the Enterprise, as between themselves and the Enterprise, shall have the authority and shall perform such duties in the management of the Enterprise as may be provided in these Bylaws, the Articles of Organization or as may be determined by resolution or action of the Enterprise Board not inconsistent with these Bylaws.

C. Specific Duties of Officers. In addition to duties designated by the Enterprise Board, the duties of the officers shall include the following:

1. Chairman. The cChairman shall preside at all meeting of the Enterprise Board. The term of the office as cChairman shall be for one year or until a successor shall be elected.

2. Vice-Chairman. The vVice- cChairman shall, in the case of the absence or disability of the cChairman, perform the duties of the cChairman. The vVice- cChairman shall also perform such other duties as may be prescribed by the Enterprise Board from time to time. The term of office of vVice -cChairman shall be for one year or until a successor shall be elected.

62 of 130 3. Secretary. The Secretary shall keep the records of the Enterprise Board. The Secretary shall have the custody of the seal of the Enterprise and shall, in addition, perform all of the other duties usually pertaining to this office. The term of office shall be at the will of the Bridge Enterprise Board.

E. Delegation of Duties. Whenever an officer is absent for any reason, the Enterprise Board may delegate the powers and duties of an officer to any other Officer or to any Member of the Bridge Enterprise Board.

F. No contract right. Service on the Enterprise Board shall not of itself create contract rights in the office.

Article VI. Fiscal Year and Budget

A. Fiscal Year. The fiscal year of the Enterprise shall be based on the State of Colorado fiscal year (July 1 – June 30). The fiscal year may be changed from time to time by the Enterprise Board at its discretion.

A.B. Budget. The Enterprise Board shall set and adopt on an annual basis a budget for the Enterprise. The budget shall be adopted not later than June of each year.

Article VII. Amendments

A. General. The Enterprise Board may amend, supplement or repeal these Bylaws or adopt new bylaws and all such changes shall affect and be binding upon the Enterprise Board and Directors heretofore, as well as hereafter, authorized. Any amendment, supplement or repeal of these Bylaws or adoption of new bylaws shall require a majority vote of all of the members at any regular meeting.

B. Notice. Specific notice of each meeting at which consideration of proposed amendment to, supplementation of or repeal of these Bylaws or adoption of new bylaws shall be given in the same manner as notice of special meetings is to be given pursuant to Article III, Section CD. hereof.

C. Vote Necessary. Any adoption of new bylaws, or amendment, supplement or repeal of these Bylaws shall require approval by a majority of the Enterprise Board at any regular meeting at which the amendment, supplement, repeal or adoption is considered.

Article VIII. Selection, Powers and Duties of Director

A. The Enterprise Board shall appoint the Executive Director of the Colorado Department of Transportation to be the Director of the Enterprise and the Director shall serve at the pleasure of the Enterprise Board.

63 of 130 B. The Director shall be the chief executive officer of the Enterprise and shall supervise the activities of the Enterprise and shall direct and manage overall Enterprise staff and functions.

C. The Director or his or her designee shall report to the Enterprise Board and recommend priorities, policies and procedures to the Enterprise Board.

D. The Director or his or her designee shall work with federal, state, local, and private agencies on Enterprise projects, funding, and programs.

F. The Director or his or her designee shall see that all policies, directions and orders of the Enterprise Board are carried out and shall, under the supervision of the Board, have such other authority, powers or duties as may be prescribed by the Enterprise Board.

G. The Enterprise Board shall set budgets for its operations and the Director shall have authority to approve and enter into contracts and any amendments of existing contracts that are within an approved budget. The Director's, or the Director’s designee’s, signature on such contracts and contract amendments shall legally bind the Enterprise.

Article VIIIIX. Miscellaneous

A. Invalid Provision. The invalidity or non-enforceability of any particular provision of these Bylaws shall not affect the other provisions herein, and these Bylaws shall be construed in all respects as if such invalid or unenforceable provision were omitted.

B. Governing Law. These Bylaws shall be governed by and construed in accordance with the constitution and laws of the State of Colorado and § 43-4-805, et seq., C.R.S. for the Enterprise, as amended from time to time.

C. Gender. Whenever required by context, the singular shall include the plural, the plural the singular, and one gender shall include the other.

D. Contracts and Amendments. The Enterprise Board shall set budgets for its operations and the Director, or his or her delegee, shall have authority to approve and enter into contracts and any amendments of existing contracts so long as the total projected expenditures do not exceed the estimate of available funds approved for the fiscal year by the Board. that are within an approved budget. The Director's signature or the signature of his or her delegee on such contracts and contract amendments shall legally bind the Enterprise.

64 of 130 4201 E. Arkansas Ave., Room 124B Denver, CO 80222

MEMORANDUM

TO: BRIDGE ENTERPRISE BOARD OF DIRECTORS FROM: JOSH LAIPPLEY, CHIEF ENGINEER DATE: SEPTEMBER 21, 2017 SUBJECT: REVIEW OF ANNUAL BRIDGE ENTERPRISE REPORTING REQUIREMENT

Purpose This memorandum is to inform the Bridge Enterprise Board of Directors of the change in legislative annual reporting requirements.

Action No formal action is being requested. Staff is seeking feedback from the Board.

Background During the recent legislative session, Senate Bill (SB) 17-231, “Concerning the Scheduled Repeal of Reports by the Department of Transportation”, was introduced. Specifically of importance to the Bridge Enterprise (BE), SB 17-231 proposed repealing a part of SB 09-108 (FASTER) relating to the annual reporting requirement (43-4-805 (6)). This section mandated BE to prepare an annual report of its activities that was to be posted online and available for the public on or before January 15 of each year as well as presented to the legislature on or before February 15 of each year. Since the creation of Bridge Enterprise, the program has produced eight annual reports encompassing years 2009-2016. After amendments by the House, SB 17-231 was passed by the General Assembly and signed by the governor in May 2017. The new legislation is in effect as of August 2017 and BE is no longer required to submit an annual report.

Current Details Bridge Enterprise currently provides the Board with four quarterly reports per fiscal year and an annual report at the end of each calendar year. Both the quarterly reports and the annual report include updates on program progress, financial status, and forecasting such as the most current Prioritization Plan and multi-year planning updates. However, the annual report has historically provided more detailed information highlighting various program activities and accomplishments.

Options and Recommendation BE has reviewed its current program reporting practices and will still continue to provide the Board with regular quarterly reports. BE is proposing the following options to the Board for the annual reporting requirement:

1. Eliminate the annual report per the new legislation. 2. Continue producing and posting the annual report online in January for public review. 3. Replace the existing annual report with an annual newsletter that highlights BE progress and achievements made during the year. The time period for reporting would shift from calendar year to fiscal year (FY). STAFF RECOMMENDATION.

4201 East Arkansas Ave., Denver, Colorado 80222 P 303.757.9011 www.coloradodot.info/programs/BridgeEnterprise

65 of 130 BE recommends elimination of the current annual report and submittal of an annual newsletter as there is a significant level of redundancy between the current annual report and the quarterly reports. The annual newsletter is intended to be a high level summary of program activities while the quarterly reports will continue to provide in depth analysis on the program progress, financials, and forecasting. If the Board concurs with the staff recommendation, the fiscal year newsletter will presented to the Board and posted online for the public on or before October 31st.

Next Steps · Staff will finalize and present the Q1 FY 2017-18 Quarterly Report in November. · If the Board agrees to move to an annual newsletter, staff will work on developing the format and present the first annual newsletter for FY 2017-18 in October of 2018.

4201 East Arkansas Ave., Denver, Colorado 80222 P 303.757.9011 www.coloradodot.info/programs/BridgeEnterprise

66 of 130 4201 E. Arkansas Ave., Room 124B Denver, CO 80222

MEMORANDUM

TO: BRIDGE ENTERPRISE BOARD OF DIRECTORS FROM: JOSH LAIPPLEY, CHIEF ENGINEER DATE: SEPTEMBER 21, 2017 SUBJECT: BRIDGE ENTERPRISE QUARTERLY REPORT, Q4 FY2017

Purpose The Bridge Enterprise (BE) team has prepared a program report presentation to update the Board members of recent program initiatives, financials, statistics, and successes. No action from the Board is requested; this report is for information purposes only. Summarized below are the elements contained in the reports.

Program Progress During Q4 FY2017, one structure was completed.

Region Orig. Structure ID County Facility Carried over Featured Intersection 1 E-16-AA Adams US 287 ML over BNSF, RR, SPUR

During Q4 FY2017, two structures were added to the program.

Region Orig. Structure ID County Facility Carried over Featured Intersection 1 F-16-KW Jefferson SH 470 ML WBND over I-70 ML 4 C-22-K Morgan US 6 over UPRR, PLATTE, BEAVER CANAL

Program Schedule Update The program schedule for the last quarter stayed constant due to consistent performance from active projects. A lack of new projects entering the program has also been a contributing factor. However, this is anticipated to change when the Central 70 project procurement is finalized. The monthly Schedule Performance Index (SPI) for Q4 FY2017 is listed below and is well above the 0.90 program goal.

Month SPI April .97 May .97 June .97

Mid-range and Long-range Program Plans The Bridge Enterprise staff continues to work on the program’s mid-range and long-range planning documents that use current program commitments, forecasted eligible structure, forecasted revenues, Department/FHWA policy or guidance, Board resolutions, etc. These plans are intended to be updated periodically and to guide the program in the future. The mid-range plan, which looks forward four fiscal years (FY2017-FY2020), was finalized in Q1 FY2017. Going forward, the Four-Year Plan will be updated once a year, beginning in January, to align with the CDOT’s Statewide Transportation Improvement Program (STIP) update. The long-range plan, which looks forward

4201 E. Arkansas Ave., Denver, CO 80222-4206 P 303.757.9011 www.coloradodot.info/programs/BridgeEnterprise

67 of 130 ten fiscal years (FY2017-FY2026), was finalized in Q2 FY2017. Due to the size of the Central 70 project relative to the rest of the program, the financial structure of the project will significantly impact future mid-range and long- range plan updates.

Budget and Encumbrance Balances The Bridge Enterprise team continues to work the Region staff to reduce the encumbrances and budget balances for projects that are substantially complete in accordance with SB 16-122. The balances increased from Q3 FY2017 by $639,614. During this time, one project was added and one was closed out, thus no net change in project count.

Removed/Closed Additions SH14 over Cache La Poudre, B-16-D I-70 over Havana, E-17-JP

Program Financial Information The Q4 FY2017 (June 30, 2017) cash balance is $207.7M, a decrease of $3.2M since March 31, 2017. Actual FY2017 FASTER Fee revenues were $104.0M through Q4, which is $1.9M above the historical rate of collection. The $307.9M of bond proceeds and interest earnings were 100% expended as of June 30, 2016. A more in-depth summary of program financial information can be found in the report.

4201 E. Arkansas Ave., Denver, CO 80222-4206 P 303.757.9011 www.coloradodot.info/programs/BridgeEnterprise

68 of 130 Colorado Bridge Enterprise Quarterly Report No. 25 (Q4 FY2017)

September 21, 2017 69 of 130 Colorado Bridge Enterprise Quarterly Report Q4 FY2017

Table of Contents

Introduction ...... 1 Program Highlights ...... 2 Completed Projects ...... 3 Program Activities and Accomplishments in Q4 FY2017 ...... 5 Program Schedule Update ...... 5 Prioritization Plan ...... 5 Mid-range and Long-Range Plans ...... 5 Budget and Encumbrance Balances ...... 6 Program Financial Information ...... 8 Series 2010A Bond Spending ...... 11

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Listing of Tables and Figures

Table 1. Project Status of FASTER Eligible Structures as of Q4 FY2017 Table 2. Project Status of 2010A Bond Program Structures as of Q4 FY2017 Table 3. Structures that Became Program Eligible in Q4 FY2017 Table 4. Status of the Original 30 Most Deficient Structures Table 5. Completed Projects/Structure Table 6. Projects Substantially Complete over Six Months Aging Encumbrance and Budget Balances Table 7. Program Financial Statistics as of June 30, 2017 ($ in Millions) Table 8. Current Allocation Plan ($ in millions) Figure A. Historic Status of FASTER Eligible Structures Figure B. Program SPI Reported by Month, for the Period Figure C. Four Year Quarterly Cash Flow Projection Figure D. Forecast vs Actual FASTER Revenue Comparison Figure E. Total Program Financial Performance

Listing of Images Image 1. E-16-AA - Region 1, US 287 ML over BNSF, RR, SPUR

Listing of Appendices Appendix A. Prioritization Plan Appendix B. Program Allocation Plan

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Introduction

Prior to July 2016, Bridge Enterprise staff provided the Board of Directors with monthly progress updates as well as quarterly financial reports and quarterly progress updates. In accordance with the Board’s request, Bridge Enterprise staff has eliminated the traditional monthly progress report and transitioned to a consolidated quarterly reporting frequency. The quarterly reporting includes all the information typically conveyed in the monthly progress reports, as well as financial status updates that were included in the previous quarterly report formats. Additionally, the consolidated quarterly reports include various program planning and forecasting updates such as the most current Prioritization Plan and multi-year planning updates.

This report is the 25th Quarterly Report (Report) published in support of the Colorado Bridge Enterprise (BE or “Program”). This Report outlines progress and accomplishments associated with the Program for work completed during April, May, and June of 2017; which coincides with the fourth quarter of CDOT’s 2017 fiscal year (Q4 FY2017). Detailed information regarding the FASTER (Funding Advancement for Surface Transportation and Economic Recovery) legislation, program development activities, bond program, previous significant milestones and achievements can be found in the Program Annual Reports and previous Quarterly Reports viewable on the Colorado Department of Transportation (CDOT) website at www.coloradodot.info/programs/BridgeEnterprise.

During Q4 FY2017, program staff conducted numerous meetings and analysis related to the creation of the mid-range and long-range program forecast plans. The following is an itemization of other significant achievements, some of which are discussed in further detail later in the report: § Drafted and finalized the 24th Colorado Bridge Enterprise Quarterly Report for Q3 FY2017 (January, February, and March of 2017). § Completed monthly updates to the overall Program Schedule for work completed in April, May, and June of 2017. § Approved the IAA between BE, CDOT, and HPTE regarding Central 70. § Approved the 2nd Budget Supplement for FY17 to increase construction funds for the Ilex project. § Acknowledgement of new bridge assets funded by Bridge Enterprise. § Updated program status for various program metrics including Major Achievements, Total Program Financial Performance, Status of FASTER Eligible Structures, Status of 2010A Bond Structures, and Status of 30 Most Deficient Structures. § Updated the Prioritization Plan for BE eligible structures. § Continued efforts to reduce excess budget on projects with completed phases and reallocated the budget savings to other BE projects. § Completed a pre-scoping report for Bridge Numbers N-17-BN and N-17-S in Region 2 and submitted draft pre-scoping reports for Bridge Numbers F-08-D and G-25-K in Regions 3 and 4 respectively through the Program’s Support Services Task Order. § Completed construction of E-16-AA, US 287 ML over BNSF, RR, SPUR.

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Program Highlights

There are 89 structures that are partially or fully funded to be completed as part of the 2010A bond program. Nearly 99% of the bond funded projects can be classified as complete, in construction or are waiting to go to construction (88 in total); as compared to the number of structures in the pre- construction, design or project startup phase (1 in total). The project team for the structure in the preconstruction phase is primarily focused on the completion of the Plans, Specifications and Estimate (PS&E). In conjunction with this, CDOT specialty groups are diligently working on completing the requisite approvals and permits associated with environmental, railroad, and utility clearances or relocations; securing the necessary Right-of-Way (ROW); and finalizing intergovernmental agreements (as required). Based on the current program schedule, construction work is projected to continue to decline during calendar year 2017 in preparation for the Central 70 project.

As of the end of June 2017, there were a total of 201 structures considered eligible to receive FASTER funding. The progress status associated with the 201 structures and 89 2010A Bond program structures are itemized in Table 1 and Table 2; 2 new structures were added to the program in Q4 FY2017 and are itemized in Table 3. The progress status associated with the Original 30 Most Deficient Structures is itemized in Table 4.

Table 1. Project Status of FASTER Eligible Table 2. Project Status of 2010A Bond Program Structures as of Q4 FY2017 Structures as of Q4 FY2017 Project Phase # of Structures Project Phase # of Structures Remaining 451 Remaining 1 In Design/Design Completed 14 Design Completed 2 In Construction 10 In Construction 9 Projects Completed 132 Projects Completed 77 Total 201 Total 89

Table 3. Structures that Became Program Eligible in Q4 FY2017 Original Bridge County Facility Carried over Featured Added to the Region Number Intersection Program 1 F-16-KW Jefferson SH 470 ML WBND over I 70 ML 6/2017 4 C-22-K Morgan US 6 ML over UPRR, PLATTE, BEAVER CANAL 6/2017

1 One structure was removed from the eligible bridge count to account for a duplicate entry found in the list of FASTER Eligible Structures.

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Table 4. Status of the Original 30 Most Deficient Structures Project Phase # of Bridges In Design 1 In Construction 1 Projects Completed 28 Total 30

Figure A. Historic Status of FASTER Eligible Structures

Q4 FY2017 132 10 10 4 45

Current

Q2 FY2017 131 10 10 6 43

6 months

Q4 FY2016 124 17 3 13 37

12 months Complete In Construction Design Complete In Design Remaining

Other relevant bridge and financial statistics are as follows: § Approximately 71% of FASTER eligible structures are now in construction or completed. § Approximately 7% of FASTER eligible structures are currently in design or design is completed. § Approximately 22% of FASTER eligible structures are remaining. § Additionally, $307.9M of bond program funds have been expended to date. (reference Table 7).

Completed Projects

One project was completed during this period as itemized in Table 5.

Table 5. Completed Projects/Structures Region Original Structure County Facility Carried over Featured Completion Number Intersection Date 1 E-16-AA Adams US 287 ML over BNSF, RR, SPUR 5/2017

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Image 1. E-16-AA - Region 1, US 287 ML over BNSF, RR, SPUR

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Program Activities and Accomplishments in Q4 FY2017

Program Schedule Update The program schedule was updated three times during the period for work completed in April, May, and June of 2017. This includes publishing the monthly updated program bar-chart schedule, cost and schedule database, and list of projects with a Schedule Performance Index less than 0.90. This information was consolidated and distributed to the Regional Transportation Directors (RTDs) and their respective Program Engineers. The SPIs reported for each month during the quarter are graphically depicted in Figure B below.

Figure B. Program SPI Reported by Month, for the Period: 0.98 0.97 0.97 0.97 0.97 0.96 0.95 0.94 0.93 0.92 0.91 0.90 0.89 0.88 0.87 April May June

Prioritization Plan

Bridge Enterprise staff completed the bi-annual update of the Prioritization Plan2 in Q4 based on the poor list published by Staff Bridge in June 2017. Through this update, two (2) structures were added and can be found in the attached appendix. In accordance with PD BE16.1, BE staff performed both a quantitative and qualitative analysis of all BE eligible structures that have not been replaced. This included extensive coordination with CDOT Region staff and Staff Bridge Branch.

Mid-range and Long-Range Plans

CDOT has implemented an initiative where programs have rolling mid-range (four year) plans and long- range (ten year) plans. These plans are updated annually as program resources and goals evolve. Each plan utilizes anticipated BE revenues to forecast and plan expenditures on various project commitments.

2 Reference Appendix A for the Prioritization Plan

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Mid-Range Plan

The mid-range planning period is currently set at four years. The FY2017-2020 Four-Year Plan represents the first mid-range plan by BE. For planning purposes, revenues during this period are expected to remain relatively similar to the previous four years, at approximately $100M a year. Consistent with BE Board of Directors Resolution 15-8-2, commitments to projects in this period are identified as either Central 70 or Non-Central 70. All projects that are anticipated to be completed within this period are from the BE Prioritization Plan. During Q1 FY2017 BE staff finalized the four-year plan. Going forward, the Four-Year Plan will be updated once a year, beginning in January, to align with CDOT’s Statewide Transportation Improvement Program (STIP). The next update is scheduled to begin in Fall 2017.

Long-Range Plan

The long-range planning period is currently set at ten years. The FY2017-2026 Ten-Year Plan represents the second long-range plan by BE. For planning purposes, revenues during this period are expected to rise due to organic growth. Commitments to projects in this period are consistent with the BE Board of Directors Resolutions regarding Central 70 and continue beyond the Central 70 construction period. Projects that are anticipated to be completed within this period are a combination of projects on the BE Prioritization Plan and a forecast of structures that will become poor. During Q2 FY2017 BE staff finalized the ten-year plan.

Budget and Encumbrance Balances Bridge Enterprise Staff continues to coordinate with the Region staff to de-budget projects that have been substantially complete in accordance with the SB 16-122. Table 6 shows the encumbrance and budget balances as of June 30, 2017, by Region, for projects that have been substantially complete for more than six months.

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Table 6. Projects Substantially Complete over Six Months Aging Encumbrance and Budget Balances Region Encumbrance ($) Budget Balance ($) Projects Phases 1 3,158,447 359,999 7 7 2 110,587 89,135 2 2 3 - - 0 0 4 10,395 1,144 1 1 5 - - 0 0

Total $3,279,429 $450,278 10 10

% of Total 4.9% 0.8% 34.4% 17.5% Current Program

Previous Quarter $2,111,008 $979,085 (Q3 FY2017) Difference 1,168,421 (528,807)

Since March 31, 2017 the budget and encumbrance balances increased by $639,614. During this time, one project was added and one was removed, thus no net change in the project count.

Removed/Closed Out: Additions: • SH14 over Cache La Poudre, B-16-D · I-70 over Havana, E-17-JP

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Program Financial Information The following is a program overview of financial statistics as of June 30, 2017. § The program has multiple funding sources including: proceeds from the Build America Bond program, FASTER bridge dollars which is commonly referred to as the statewide pay-go program (collected yearly revenues from vehicle registrations), Bank of America Loan, and Other Funds which are primarily Federal-aid BR funding. § From program inception (life-to-date) through June 30, 2017, a total of $908.7M has been budgeted (all funding sources), and Expenditures and Encumbrances are $791.6M and $68.1M (all funding sources), respectively. Reference Table 7 below for details by funding source. § For comparison purposes, the totals from the previous quarterly report (Q3 FY2017) are also reported in the far-right column. § All $307.9M of bond proceeds and interest earnings available have been expanded as of June 30, 2016.

Table 7. Program Financial Statistics as of June 30, 2017 ($ in Millions) Build America FASTER Bank of Other Total Total Bonds 2010 A Bridge America Funds Q4 Q3 Proceeds Loan FY2017 FY2017 Budget $307.9 $520.6 $40.7 $39.5 $908.7 $908.2 Expenditures $307.9 $405.0 $40.7 $38.0 $791.6 $761.0 Encumbrances $0.0 $67.1 $0.0 $1.0 $68.1 $91.2

§ The Statewide Bridge Enterprise program currently consists of 122 funding-eligible bridges; including 89 bridges budgeted with bond funds. The bridge count has increased due to the addition of FY2018 programmed bridges. The current programmed amount for these one- hundred-twenty-two bridges is approximately $958.5M. Table 8 below provides an itemization of current funding sources for the Bridge Enterprise program.

Table 8. Current Allocation Plan ($ in Millions) Build FASTER Other Bond Total America Bonds Bridge Funds Interest $298.1 $566.0 $84.6 $9.8 $958.5

Attached is the Program Allocation Plan3 that tracks Bridge Enterprise projects programmed since the beginning of the Bond Program by funding source, pre-construction activity and construction activity. In addition, the Program Allocation Plan includes projects that have yet to be budgeted and also includes budget adjustments that have not been posted to the accounting system as of June 30, 2017. Projects that were budgeted prior to the Bond Program are shown in summary at the bottom of the third page as Pre-Bond Projects. The program life-to-date (LTD) total liabilities for the CBE program are $958.5M, an increase of $12.2M from the $946.3M total liability reported on March 31, 2017. This is the result of the inclusion of FY18 projects in the Allocation Plan.

3 Reference Appendix B for the Current Allocation Plan

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Below is the Four Year Quarterly Cash Flow Projection (Figure C), which depicts all current available CBE cash balances, forecasted revenues, and forecasted expenditures for currently programmed projects. As planning for the Central 70 project has progressed, we are now only showing cash impacts based on the Intra-Agency Agreement (IAA). Bridge Enterprise has forecast the cash balance to decrease by $192.4M due to the Central 70 project during the period of July 2017 through June 2021, down to $15.3M. This projection is based on the assumption that the final milestone payment and substantial completion payment both hit by the end of FY2021. In addition, CBE has forecasted a $40.3 contingency for supervening events which is based on 10% of the total CBE project payments. Per Resolution BE 17-7-3, a backup loan shall be made available to CBE in the event that supervening events exceed the program contingency. The intent of this resolution is to maintain the non-Central 70 program commitments while meeting the obligations of Central 70.

This is based on a model that uses a combination of milestone and availability payments. The cash flow forecast model has taken into account Resolution BE 15-8-2 passed in August of 2015 which sets parameters for the use of CBE funds during the construction period of the Central 70 project. Also, taken into account are the construction milestone payments identified in the IAA for Central 70 between CBE, HPTE and CDOT. In addition, availability payments are based on 80% of Upset Limit and grow at 2% per year. These figures are expected to change once the project is awarded.

Figure C. Four Year Quarterly Cash Flow Projection

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Actual FY2017 FASTER revenues were $104.0M through Q4, which is $1.9M above the FY2017 forecast from OFMB. This information is shown in Figure D.

Figure D. Forecast vs Actual FASTER Revenue Comparison

The Total Program Financial Performance graph (Figure E) depicts actual expenditures and encumbrances against projected expenditures by Bond and Non-Bond funds. Projected expenditures are forecasted at $878.9M on June 30, 2017, an increase of 2.2% since March 31, 2017. Actual LTD expenditures as of June 30, 2017 are $791.6M as compared to $761.0M on March 31, 2017, an increase of $30.6M or 4.0%. The current encumbrance balance is $68.1M compared to $91.2M on March 31, 2017, a decrease of $23.1M or -25.3%.

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Figure E. Total Program Financial Performance

Series 2010A Bond Spending Including net bond proceeds and interest earnings on the bond proceeds, the actual spend down reached 100% on June 30, 2016.

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82 of 130 Appendix A Colorado Bridge Enterprise Prioritization Plan June 2017 ‐ Revision 1

Resource Original Prioritization Color Readiness Status Region Facility Carried over Featured Intersection Availability Bridge Number Code Color Code Color Code

In Design E-17-KR 1 I 270 ML EBND over I 70 ML 41.5

In Design E-17-DF 1 I 70 ML WBND over UP RR 41

In Design E-17-EW 1 I 70 ML EBND over UP RR 37.5

In Design E-17-FX 1 I 70 ML over US 6, RR, CITY ST 30.5

In Design B-16-AM 4 PROSPECT ROAD over I25 ML 30

Design Complete G-03-Q 3 I 70 ML WBND over COLORADO RIVER OVERFLOW 34

Design Complete F-10-L 3 I 70 ML EBND over US 6, RR, EAGLE RIVER 33.5

Design Complete C-17-B 4 SH 60 ML over SOUTH PLATTE RIVER 31

Design Complete K-11-G 5 US 50 ML over AGATE CREEK 31

Design Complete F-05-L 3 I 70 ML WBND over COLORADO RIVER 30.5

Design Complete G-17-A 1 US 85 ML over SAND CREEK 33.5

Remaining N-17-BN 2 I25 ML SBND over CO RD 640, BUTTE CREEK 40

Remaining N-17-S 2 I25 ML NBND over CO RD 103, BUTTE CREEK 35.5

Remaining E-16-LU 1 I-76 ML WBND over CLEAR CREEK 34

Remaining N-17-AD 2 I 25 ML SBND over US 160 ML, RR SPUR 32.5

Design Complete L-22-L 2 SH 71 ML over ARKANSAS RIVER 25.5

Design Complete K-17-F 2 SH 96 ML over RUSH CREEK 25

Design Complete M-16-P 2 SH 69 ML over MILLIGAN ARROYO 23

Design Complete B-16-EU 4 COUNTY ROAD 48 over I 25 ML 21.5

Design Complete D-13-A 3 US 34 ML over N FK COLORADO RIVER 25

In Design F-09-K 3 US 6 ML over CASTLE CREEK 20

Remaining F-20-G 1 I 70 SERVICE RD over MIDDLE BIJOU CREEK 27.5

Remaining C-22-K 4 US 6 ML over UPRR, PLATTE, BEAVER CANAL 26.5

Remaining M-21-J 2 US 50 ML over DRAW 26.5

Remaining M-22-Y 2 US 350 ML over DRAW 26.5

Remaining F-19-AF 1 COUNTY ROAD over I 70 ML 25.5

Remaining G-25-K 4 SH 59 ML over I-70 ML 25.5

Remaining L-19-F 2 US 50 BUS RT. Over DRAW 25

Remaining M-21-C 2 US 350 ML over HOE RANCH ARROYO 25

Remaining I-13-H 2 US 24 ML over DRAW 24.5

Remaining D-19-A 4 I 76 SERVICE RD over LOST CREEK SR 23

Remaining P-09-L 5 US 84 ML over RIO BLANCO 23

Remaining C-17-EL 4 I 25 ML over DRAW 23

Remaining F-08-D 3 I 70 SERVICE RD over UP RR SR 22.5

Remaining F-15-D 1 I 70 FRONTAGE RD over CLEAR CREEK SR 21.5 Good Better Best

83 of 130 1 of 2 Appendix A Colorado Bridge Enterprise Prioritization Plan June 2017 ‐ Revision 1

Resource Original Prioritization Color Readiness Status Region Facility Carried over Featured Intersection Availability Bridge Number Code Color Code Color Code

Remaining E-17-EP 1 SH 6 DITCH RIDER RD over BURLINGTON CANAL SR 20

Remaining F-16-KW 1 SH 470 ML WBND over I 70 ML 20

Remaining F-19-F 1 US 36 ML over DRAW 20

Remaining F-15-BL 1 I 70 ML WBND over US 6, CLEAR CREEK 16.5

Remaining I-05-V 3 SH 92 ML over GUNNISON RIVER 19.5

Remaining L-19-G 2 SH 96 ML over BOB CREEK CANAL 19.5

Remaining G-21-Y 4 I 70 BUSINESS SPUR over I 70 ML 18.5

Remaining F-11-AO 3 I 70 ML EBND over TIMBER CREEK 17.5

Remaining D-16-CV 4 SH 157 ML over BNSF RR 17

Remaining G-12-C 2 SH 9 ML over PLATTE GULCH 16.5

Remaining C-18-BK 4 US 85 BYPASS SBND over US 85 BUS RT 16.5

Remaining N-11-C 5 SH 112 ML over RIO GRANDE CANAL 15.5

Remaining O-12-AD 5 SH 371 ML over ALAMOSA RIVER 12

Remaining I-17-O 2 I 25 SERVICE RD over PINE CREEK 8.5

Remaining F-16-GG 1 PERRY STREET over US 6 ML 7

Remaining E-15-AA 4 SH 170 ML over COMMUNITY DITCH AR 7

Remaining E-17-IC 1 YORK STREET over I 270 ML 6.5 Good Better Best

84 of 130 2 of 2 Appendix B Colorado Bridge Enterprise Program Allocation Plan - Quarterly Update As of June 30, 2017 (Period 13)

Pre-Construction Construction Project Original Total Pre- Total Pre- Total Other Total FASTER 2010 Bond Total Other Total FASTER 2010 Bond Project Total All Construction Completion Location Accounting Bridge Region Bond Interest Construction All Bond Interest Construction Construction Ad Date Funds Funds Proceeds Funds Funds Proceeds Funds Start Date Date Number Number Funds All Funds Start Date

US 36 ML over COMANCHE CREEK 18276 F-19-B 1 480,916 87,922 - - 568,838 - - 1,293,744 - 1,293,744 1,862,582 11/01/10 01/05/12 04/23/12 06/15/12 G-16-B & US 85 Cook Ranch Road to Louviers over draws 18899 1 ------40,845 2,952,598 - 2,993,443 2,993,443 06/28/12 10/19/12 11/15/13 G-16-C US 85 over Sand Creek 19201 G-17-A 1 1 96,129 280,564 - 376,694 - 2,500,000 - - 2,500,000 2,876,694 06/21/12 I-25 SANTA FE BRIDGES 18107 F-16-DT 1 103,040 624,989 - - 728,029 11,225,034 2,977,229 - - 14,202,263 14,930,292 11/04/10 03/16/11 07/11/11 07/07/14 I-25 SANTA FE BRIDGES 18107 F-16-DW 1 ------11/04/10 03/16/11 07/11/11 07/07/14 I 70 ML WBND over SAND CREEK 17537 E-17-GE 1 1,332,918 - - - 1,332,918 - 72,565 9,190,738 - 9,263,303 10,596,221 03/31/10 03/31/11 07/29/11 07/06/12 I 70 ML EBND over SAND CREEK 17537 E-17-BY 1 ------03/31/10 03/31/11 07/29/11 07/06/12 I 76 ML EBND over SOUTH PLATTE RIVER 18070 E-17-GM 1 - 962,189 - - 962,189 - 23,276 12,080,497 - 12,103,773 13,065,962 03/29/10 05/19/11 09/12/11 07/23/12 I 76 ML WBND over SOUTH PLATTE RIVER 18070 E-17-GL 1 ------03/29/10 05/19/11 09/12/11 07/23/12 US 287+SH 88 over US 40 ML 18083 F-16-FW 1 - 603,407 516,500 - 1,119,907 310,294 14,414 6,110,347 - 6,435,055 7,554,962 03/31/10 06/30/11 09/26/11 01/16/13 SH121 ML-WADSWORTH over BEAR CREEK 18220 F-16-CS 1 - 1,076,625 - - 1,076,625 348,289 120,892 8,432,470 - 8,901,651 9,978,276 04/01/10 10/20/11 03/26/12 08/30/13 SH 95 ML over UP RR, RR SPUR 18082 E-16-GQ 1 396,399 - - - 396,399 - 60,333 6,293,279 - 6,353,612 6,750,011 04/29/08 02/02/12 04/24/12 11/01/13 US 6 ML over SH 95 ML/SHERIDAN AVE. 18154 F-16-FL 1 318,483 585,721 - - 904,204 - 312 12,626,612 - 12,626,924 13,531,128 04/01/09 10/21/11 01/03/12 07/12/13 SH 121 WADSWORTH PARKWAY ML SBND over US 36 ML 18194 E-16-FK 1 - - 1,571,097 - 1,571,097 - 4,273,930 19,370,801 - 23,644,731 25,215,828 05/27/11 09/30/11 05/10/12 10/30/13 CNTY RD / OLD WADS over US 36 ML 18195 E-16-FL 1 - 583,182 1,500,620 - 2,083,802 - 1,878,228 8,537,572 - 10,415,800 12,499,602 05/27/11 09/30/11 05/10/12 10/30/13 US 40 ML EBND over SAND CREEK 18180 F-17-F 1 2 - 1,819,331 - 1,819,333 1 1,253,834 6,000,689 - 7,254,524 9,073,857 08/01/11 05/02/13 07/23/13 03/16/15 US 40 ML WBND over SAND CREEK 18180 F-17-BS 1 ------08/01/11 05/02/13 07/23/13 03/16/15 PECOS STREET over I 70 ML 18149 E-16-FW 1 - 6,097,615 512,347 - 6,609,962 4,380,000 249,582 14,097,698 - 18,727,280 25,337,242 04/01/11 08/07/12 11/05/12 10/01/13 PEORIA STREET over I 76 ML 18152 E-17-EX 1 - 10,998 1,466,306 - 1,477,304 - 14,108 3,299,496 - 3,313,604 4,790,908 04/01/11 05/02/13 07/24/13 12/05/13 US 85 ML NBND over DAD CLARK GULCH 18191 F-16-F 1 - - 686,671 - 686,671 - - 2,316,449 - 2,316,449 3,003,120 10/14/11 08/16/12 11/27/12 09/05/13 SH 88 ML/ARAP RD over CHERRY CREEK 18147 F-17-DM 1 - 7,611,291 850,700 - 8,461,991 - 9,835,495 9,060,728 2,000,000 20,896,223 29,358,214 02/01/11 08/15/13 10/21/13 08/03/15 Wetland Monitoring 21474 F-17-DM 1 - 194,600 - - 194,600 - - 194,600 I 76 ML EBND over UP RR 18151 E-17-DC 1 - 2,477,672 - - 2,477,672 - 11,628,627 371,722 1,000,000 13,000,349 15,478,021 04/15/11 02/14/14 08/04/14 11/06/15 I 76 ML WBND over UP RR 18151 E-17-DU 1 ------04/15/11 02/14/14 08/04/14 11/06/15 SH 44 ML over BULL SEEP 18206 E-17-ER 1 8,501 - 3,727,424 - 3,735,925 1,620,976 5,256,893 2,557,057 - 9,434,926 13,170,851 07/01/11 09/26/13 01/06/14 08/14/15 SH44 ML(104TH AVE) over SOUTH PLATTE RIVER 18206 E-17-CA 1 ------07/01/11 09/26/13 01/06/14 08/14/15 US 6 ML over SOUTH PLATTE RIVER 19190 F-16-EF 1 ------9,750,739 6,342,205 600,000 16,692,944 16,692,944 09/01/11 10/15/12 06/30/13 12/21/15 US 6 ML over BRYANT STREET 18192 F-16-EN 1 - 3,530,749 5,445,850 - 8,976,599 951,229 11,000,419 12,837,177 2,279,210 27,068,035 36,044,634 09/01/11 10/15/12 06/30/13 12/21/15 US 6 ML over BNSF RR 18202 F-16-EJ 1 - 1,195,223 - - 1,195,223 - 4,447,009 5,995,919 1,600,000 12,042,928 13,238,151 09/01/11 10/15/12 06/30/13 12/21/15 US 40 ML EBND over TOLLGATE CREEK 18204 F-17-GO 1 55,730 - 2,269,690 - 2,325,420 211,319 9,425,016 - 500,000 10,136,335 12,461,755 02/01/11 01/16/14 06/09/14 09/22/16 US 40 ML WBND over TOLLGATE CREEK 18204 F-17-GA 1 ------02/01/11 01/16/14 06/09/14 09/22/16 SH 58 over FORD 18770 E-16-HA 1 - - 692,994 - 692,994 - 57,877 5,271,384 - 5,329,261 6,022,255 11/14/11 03/21/13 06/03/13 06/27/14 US 287 Federal over BNSF at 69th Ave. 18908 E-16-AA 1 1,246,385 2,260,507 - 3,506,892 522,453 16,188,690 - - 16,711,143 20,218,035 11/01/12 11/20/14 01/29/15 11/18/16 US 287 Federal over BNSF at 69th Ave. 20513 E-16-AA 1 648,232 - - 648,232 - - - - 648,232 I-70 ML over Havana St. 19339 E-17-JP 1 - 86,567 1,675,000 - 1,761,567 - 24,893,290 - 500,000 25,393,290 27,154,857 11/26/12 11/20/14 04/13/15 11/29/16 US 6 over Garrison 19478 F-16-ER 1 - 605,839 200,000 - 805,839 - 13,374,599 500,000 - 13,874,599 14,680,438 03/29/13 07/03/14 01/15/15 04/30/16 I-70 ML Viaduct R/W 19631 E-17-FX 1 - 120,552,896 - - 120,552,896 - - - - - 120,552,896 07/22/13 Design 19631 E-17-FX 1 7,278,162 - - 7,278,162 - - - - - 7,278,162 07/22/13 Utilities 19631 E-17-FX 1 233,100 233,100 - - - - - 233,100 07/22/13 Environmental 19631 E-17-FX 1 - 2,653,275 - - 2,653,275 - - - - - 2,653,275 07/22/13 Miscellaneous 19631 E-17-FX 1 - 11,591,900 - - 11,591,900 - - - - - 11,591,900 07/22/13 I 70(BUSINESS RT) over I 70 ML 19984 F-14-Y 1 - - - 546,911 546,911 - 10,999,522 - - 10,999,522 11,546,433 01/27/14 03/06/15 04/02/15 06/27/16 I 70 over CLEAR CREEK F-15-BL 1 - 3,000,000 - - 3,000,000 - 27,000,000 - - 27,000,000 30,000,000 SH 9 ML over CURRANT CREEK 18059 J-15-B 2 180,766 - - - 180,766 1,675,834 1 - - 1,675,835 1,856,601 09/01/10 12/09/10 05/04/11 10/31/11 SH 89 ML over ARKANSAS RIVER 18131 L-28-F 2 177,535 63,267 - - 240,802 - - 6,129,155 - 6,129,155 6,369,957 06/01/10 12/30/10 02/16/11 04/30/12 SH9 ML over Buckskin Gulch 17681 G-12-L 2 133,913 - - - 133,913 111,688 - 76,865 - 188,553 322,466 01/04/10 06/09/11 09/05/11 12/29/11 I 25 ML NBND over DRAW 18414 J-18-S 2 ------1,043,384 - 1,043,384 1,043,384 09/01/10 10/13/11 02/20/12 09/17/12 I 25 ML NBND over DRAW 18414 J-18-T 2 ------09/01/10 10/13/11 02/20/12 09/17/12 SH 120 ML over RR, ARKANSAS RIVER 18013 K-16-K 2 1 468,198 - - 468,199 - 653,545 4,833,271 - 5,486,816 5,955,015 07/09/10 05/25/12 10/08/12 06/27/14

US 350 ML over DRAW 18177 M-21-D 2 - 449,681 - - 449,681 - - 1,509,477 - 1,509,477 1,959,158 02/01/11 08/25/11 10/19/11 05/18/12

US 24 ML over BLACK SQUIRREL CREEK 18203 H-18-A 2 - 288,894 - - 288,894 - - 2,993,733 - 2,993,733 3,282,627 06/01/10 09/09/11 11/15/11 08/17/12 CUCHARAS 18250 O-16-A 2 - 176,063 - - 176,063 - - - - - 176,063 12/01/10

SH 12 PURGATOIRE RIVER 18251 P-17-H 2 - 150,662 - - 150,662 - - - - - 150,662 12/01/10 CUCHARAS & SH 12 PURGATOIRE RIVER O-16-A & P- 18640 2 ------2,132,692 - 2,132,692 2,132,692 10/20/11 02/24/12 11/15/12 COMBINED CONST. 17-H

AllocationPlanQuarterlyUpdate_20170630_FINAL 85Page of 1301 of 4 Appendix B Colorado Bridge Enterprise Program Allocation Plan - Quarterly Update As of June 30, 2017 (Period 13)

Pre-Construction Construction Project Original Total Pre- Total Pre- Total Other Total FASTER 2010 Bond Total Other Total FASTER 2010 Bond Project Total All Construction Completion Location Accounting Bridge Region Bond Interest Construction All Bond Interest Construction Construction Ad Date Funds Funds Proceeds Funds Funds Proceeds Funds Start Date Date Number Number Funds All Funds Start Date

US 160 ML over CAT CREEK 18321 O-26-L 2 - 340,422 868 - 341,290 - - - - - 341,290 02/01/11 US 160 ML over DRAW 18321 O-25-I 2 ------02/01/11

US 160 ML over N FK Sand Arroyo 18321 O-25-H 2 ------02/01/11

O-26-L, O- Combined 2 ------12,034 3,543,166 - 3,555,200 3,555,200 12/15/11 03/29/12 12/13/12 25-I/H SH 101 ML over DRAW 18178 M-24-B 2 - 268,899 - - 268,899 - - - - - 268,899 02/01/11 SH 101 ML over Purgatoire River - R2 18435 L-24-F 2 - - 132,413 - 132,413 - - - - - 132,413 02/01/11

COMBINED CONST. SH 101 ML over DRAW and M-24-B & L- 18722 2 ------3,731,491 - 3,731,491 3,731,491 11/23/11 03/29/12 10/31/12 over PURGATOIRE RIVER 24-F SH 266 ML over HOLBROOK CANAL 18179 L-22-O 2 - 722,726 - - 722,726 - - - - - 722,726 12/01/10 FT. LYON STORAGE CANAL 18179 L-22-E 2 ------12/01/10 SH 71 ML over FT. LYON CANAL 18440 L-22-K 2 - 200 743,798 - 743,998 - - - - - 743,998 07/15/11 COMBINED CONST. HOLBROOK & FT. LYON L-22-0, E & 18627 2 - - 799,497 - 799,497 - 32,953 5,486,885 - 5,519,838 6,319,335 09/22/11 08/20/12 03/07/13 CANAL & STORAGE CANAL K US 50 ML over BNSF RR 18155 L-28-C 2 - 1,711,677 106,079 - 1,817,756 - 6,166,545 1 - 6,166,546 7,984,302 02/01/11 07/17/14 02/23/15 07/01/16 US 50 ML over DRAW 18155 L-27-S 2 ------02/01/11 07/17/14 02/23/15 07/01/16 US 350 ML over DRAW 18461 O-19-J 2 - - 299,217 - 299,217 - - 2,105,844 - 2,105,844 2,405,061 10/15/10 09/20/12 12/03/12 06/18/13 SH 239 ML OVER IRRIGATION CANAL 18461 P-19-AD 2 ------10/15/10 09/20/12 12/03/12 06/18/13 US 350 ML over PURGATOIRE RIVER 18208 O-19-H 2 - 493,712 - - 493,712 - 34,143 3,153,661 - 3,187,804 3,681,516 10/15/10 02/21/13 04/29/13 04/11/14 SH 120 ML over DRAW, UP RR 18370 K-16-S 2 - 505,078 755,829 - 1,260,907 1 4,115,626 312,427 - 4,428,054 5,688,961 03/15/11 06/19/14 10/28/14 01/08/16 L-18-M & L- I-25 ML over Indiana Ave. 19206 2 - 123,988 108,191 - 232,179 - - - - - 232,179 10/15/12 18-W Northern Ave. over I-25 ML 19207 L-18-AQ 2 - 132,619 2,000 - 134,619 - - - - - 134,619 10/15/12 I-25 over Ilex, RR, Bennet 17666 K-18-CL 2 7,547,801 599,222 1,908,484 - 10,055,507 - - - - - 10,055,507 06/01/11 I-25 over Ilex, RR, Bennet 17666 K-18-CK 2 ------06/01/11 I-25 ML over Indiana Ave. 19205 L-18-M 2 ------3,271,797 10,000 - 3,281,797 3,281,797 03/06/14 04/01/15 10/29/16

I-25 ML over Indiana Ave. 19205 L-18-W 2 ------771,562 10,000 - 781,562 781,562 03/06/14 04/01/15 10/29/16 Northern Ave. over I-25 ML 19205 L-18-AQ 2 ------3,918,686 10,000 - 3,928,686 3,928,686 03/06/14 04/01/15 10/29/16 Mesa Ave over I-25 ML L-18-AU 2 ------3,527,195 10,000 - 3,537,195 3,537,195 03/06/14 02/10/15 10/18/16 I-25 ML NBND over US 50 ML 19205 K-18-AX 2 ------3,469,192 10,000 - 3,479,192 3,479,192 03/06/14 02/10/15 10/19/16 US 50 BUS EBND over Arkansas River 19205 K-18-R 2 ------5,000,941 11,983 - 5,012,924 5,012,924 03/06/14 02/10/15 10/19/16

I-25 over Ilex, RR, Bennet 19205 K-18-CL 2 - - - - - 1,300,757 35,058,836 100,000 - 36,459,593 36,459,593 03/06/14 02/10/15 08/31/17

I-25 over Ilex, RR, Bennet 19205 K-18-CK 2 ------03/06/14 02/10/15 08/31/17

Sub-Total Ilex - 1,300,757 55,018,209 161,983 - 56,480,949 56,480,949

I-25 Frontage Road over Pine Creek 19123 I-17-O 2 - - 168,125 - 168,125 - - - - - 168,125 10/15/12 US50 ML over Draw Cotopaxi-Texas Creek 19304 K-14-J 2 - - 342,596 - 342,596 - 1,452,992 - - 1,452,992 1,795,588 10/30/12 06/12/14 03/01/15 08/15/15 SH69 ML over Milligan Arroyo 19055 M-16-P 2 - 3,460 385,840 - 389,300 - - - - - 389,300 12/19/12 I-25 Bus Route over Sull Creek 19054 N-17-C 2 - 3,876 558,109 - 561,985 - - 1,910,242 - 1,910,242 2,472,227 12/19/12 10/24/13 02/17/14 09/03/14 SH160 ML over Smith Canyon 19053 P-23-A 2 - - 373,691 - 373,691 - 1,775,780 - - 1,775,780 2,149,471 12/19/12 02/05/15 05/26/15 10/30/15 SH71 over ARKANSAS RIVER 21012 L-22-L 2 - 511,600 - - 511,600 - - - - - 511,600 05/13/15 SH 96 over Rush Creek 21011 K-17-F 2 425,000 - - 425,000 - - - - - 425,000 07/29/15 I-25 over CO RD640, Butte Creek N-17-BN 2 600,000 - 600,000 600,000 I-25 over CO RD 103, Butte Creek N-17-S 2 - - - - US 6 ML over EAGLE RIVER 18160 F-09-H 3 155,656 150,986 - - 306,642 - - 4,201,213 - 4,201,213 4,507,855 09/28/10 05/19/11 07/20/11 05/18/12 US 50 SERVICE RD over GUNNISON RVR SR 18193 J-09-C 3 143,514 - 203,584 - 347,098 - - 2,369,188 - 2,369,188 2,716,286 06/01/10 06/23/11 08/29/11 08/31/12 US 50 SERVICE RD over GUNNISON RVR SR 18193 J-09-D 3 ------06/01/10 06/23/11 08/29/11 08/31/12 I 70 SERVICE RD over COLORADO RIVER SR 18162 F-08-F 3 146,819 - 1,805,747 - 1,952,566 - - 7,966,405 - 7,966,405 9,918,971 04/06/11 09/02/12 09/04/12 09/30/13 Historic Eagle County Bridges Book 19325 F-08-F 3 - 22,062 - - 22,062 - - - - - 22,062

US 40 ML over E FORK ELK RIVER 18138 C-09-C 3 - - 1,517,178 0 1,517,178 - - 4,117,918 - 4,117,918 5,635,096 04/01/11 12/13/12 02/28/13 11/19/13

AllocationPlanQuarterlyUpdate_20170630_FINAL 86Page of 1302 of 4 Appendix B Colorado Bridge Enterprise Program Allocation Plan - Quarterly Update As of June 30, 2017 (Period 13)

Pre-Construction Construction Project Original Total Pre- Total Pre- Total Other Total FASTER 2010 Bond Total Other Total FASTER 2010 Bond Project Total All Construction Completion Location Accounting Bridge Region Bond Interest Construction All Bond Interest Construction Construction Ad Date Funds Funds Proceeds Funds Funds Proceeds Funds Start Date Date Number Number Funds All Funds Start Date

I 70 ML EBND over US 6, RR, EAGLE RIVER 18159 F-11-AC 3 1 19 1,779,324 - 1,779,344 - 12,555,512 500,000 - 13,055,512 14,834,856 04/01/11 03/06/14 07/19/14 05/05/17 I 70 ML WBND over US 6, RR, EAGLE RIVER 18159 F-11-AB 3 ------04/01/11 03/06/14 07/19/14 05/05/17 SH 82 ML over I70 ML,COLORADO RVR,RR 18158 F-07-A 3 2 31,010,894 10,537,357 - 41,548,253 1,675,353 54,923,984 - - 56,599,337 98,147,590 05/11/11 07/01/15 01/01/16 06/30/18 PEDESTRIAN BRIDGE over COLORADO RVR 21122 3 - - - - - 6,492,960 7,975,809 - - 14,468,769 14,468,769 05/11/11 07/01/15 01/01/16 12/31/17 US 34 over NORTH FORK COLORADO RIVER 21010 D-13-A 3 - 719,700 - - 719,700 - - - - - 719,700 08/05/15 I-70 WBND over Colorado River 21007 F-05-L 3 231,194 27,099 - - 258,293 - - - - - 258,293 08/12/15

I-70 EBND over US6,RR, Eagle River 21008 F-10-L 3 225,357 26,123 - - 251,480 - - - - - 251,480 08/12/15 I-70 WBND over Colorado River Overflow 21009 G-03-Q 3 411,247 47,600 - - 458,847 - 6,000,000 - - 6,000,000 6,458,847 08/12/15 US 24 ML over DRAW 18003 G-22-J 4 - - - - - 799,863 - 244,857 - 1,044,720 1,044,720 04/01/08 12/16/10 05/02/11 08/24/11 US 287 ML over DRAW 17804 B-16-AE 4 1,401,692 85,153 139,160 - 1,626,005 - - 2,338,640 - 2,338,640 3,964,645 04/15/10 05/12/11 07/25/11 05/01/12 SH 14 ML over COALBANK CREEK 18451 B-17-L 4 - 1,395,042 249,641 - 1,644,683 - - 3,358,015 - 3,358,015 5,002,698 12/16/10 11/01/12 04/01/14 09/30/15 I 25 SERVICE RD over LITTLE THOMPSON RIVER SR 18053 C-17-BN 4 941,887 - - - 941,887 - - 1,782,003 - 1,782,003 2,723,890 02/01/11 04/05/12 09/04/12 04/12/13

US 34 ML over N FRK REPUBLICAN RIVER 18432 D-28-B 4 - 781,069 - - 781,069 - - 2,693,477 - 2,693,477 3,474,546 11/23/10 04/26/12 06/25/12 12/14/12

SH 66 ML over ST VRAIN River 18224 D-17-AK 4 - - 1,311,071 - 1,311,071 - - 4,228,779 - 4,228,779 5,539,850 02/01/11 09/06/12 11/05/12 06/18/14 I-70 FRONTAGE ROAD over DRAW 18610 G-21-B 4 - - 348,714 - 348,714 - - 1,012,700 - 1,012,700 1,361,414 09/05/11 11/16/12 01/28/13 05/23/13 SH 14 ML over CACHE LA POUDRE RIVER 18085 B-16-D 4 1,395,490 351,788 753,947 - 2,501,225 611,742 9,946,160 - 800,000 11,357,902 13,859,127 07/14/09 06/19/14 09/22/14 11/20/15 US 85 ML over UPRR Nunn Bridge 18669 B-17-C 4 - - 1,254,778 - 1,254,778 - 3,053 6,009,722 - 6,012,775 7,267,553 06/24/11 01/10/13 03/17/13 06/13/14 SH60 over SOUTH PLATTE RIVER 21146 C-17-B 4 1,170,375 - - 1,170,375 - - - - - 1,170,375 06/17/15 I-25 ML over County Road 48 20999 B-16-EU 4 - 737,900 - 737,900 - - - - - 737,900 Prospect Road over I-25 22248 B-16-AM 4 4,500,000 4,500,000 - 6,051,000 - - 6,051,000 10,551,000 SH 145 ML over LEOPARD CREEK 18231 L-04-B 5 - - 506,177 - 506,177 47,559 - 3,301,616 - 3,349,175 3,855,352 02/01/11 03/15/12 05/15/12 05/30/13 SH 62 ML over UNCOMPAHGRE RIVER 18323 L-05-B 5 - 1,012,619 268,923 - 1,281,542 3,380 - 6,519,674 - 6,523,054 7,804,596 02/01/11 02/09/12 04/24/12 05/30/13 SH90 over DOLORES RIVER 20817 K-01-C 5 - 965,694 - - 965,694 - 5,572,557 - - 5,572,557 6,538,251 01/30/15 ------PRE-BOND PROJECTS All 2,338,990 85,383 - - 2,424,373 29,706,723 6,071,211 - - 35,777,934 38,202,307

$ 22,627,855 $ 220,263,418 $ 52,835,939 $ 546,911 $ 296,274,123 $ 61,995,455 $ 345,698,838 $ 245,307,666 $ 9,279,210 $ 662,281,169 $ 958,555,292 Total Impact all Projects all funds

$ 298,143,605 2010 Bond Proceeds $ 9,826,121 Bond Interest Earnings LTD $ 307,969,726 2010 Bonds with Interest:

AllocationPlanQuarterlyUpdate_20170630_FINAL 87Page of 1303 of 4 Appendix B Colorado Bridge Enterprise Program Allocation Plan - Quarterly Update As of June 30, 2017 (Period 13)

Program Funding by Source Summary

Sources: Pre-Construction Construction Total All Funds Other FASTER Bond Bond Interest Total Other FASTER Bond Bond Interest Total Federal $ 5,107,453 $ - $ - $ - $ 5,107,453 $ 21,225,639 $ - $ - $ - $ 21,225,639 $ 26,333,092 State 925,518 - - - 925,518 143,827 - - - 143,827 $ 1,069,345 Local 4,564,234 - - - 4,564,234 11,957,668 - - - 11,957,668 $ 16,521,902 FASTER - 220,263,418 - - 220,263,418 - 345,698,838 - - 345,698,838 $ 565,962,256 Bank of America Loan 12,030,650 - - - 12,030,650 28,668,321 - - - 28,668,321 $ 40,698,971 2010 Bonds - - 52,835,939 - 52,835,939 - - 245,307,666 - 245,307,666 $ 298,143,605 Bond Interest - - 546,911 546,911 - - - 9,279,210 9,279,210 $ 9,826,121 Future Funds ------$ -

Total $ 22,627,855 $ 220,263,418 $ 52,835,939 $ 546,911 $ 296,274,123 $ 61,995,455 $ 345,698,838 $ 245,307,666 $ 9,279,210 $ 662,281,169 $ 958,555,292

AllocationPlanQuarterlyUpdate_20170630_FINAL 88 of 130 Page 4 of 4 4201 E. Arkansas Avenue, Suite 290 Denver, CO 80222

DATE: September 8, 2017

TO: Transportation Commission

FROM: David Eller, Region 3 Director; Kyle Lester, Director of Highway Maintenance; Susan Rafferty, Director of Human Resources

SUBJECT: Housing Solutions

Purpose To discuss approach to creating a housing policy which will answer the “Hard to Fill and Extremely Hard to Fill Benefits” Audit No. 15-022 (Attachment A) and which will establish the guidelines for housing eligibility, criteria and options.

Action No action. Requesting input and direction on approach.

Background For the past 14 months, a working group has been meeting on a regular basis to try to find solutions to CDOT’s housing issues, and to create a policy that will address the audit finding concerns. The working group includes the HR Director, two RTD’s, the Director of Highway Maintenance and two additional HR employees. As affordable housing becomes scarcer in some areas, it is becoming increasingly difficult for our current employees to afford to live in the areas in which they work. In addition, it is very difficult to recruit and hire new employees in high cost areas. This has proven to be an extremely complex issue. The group has created several potential solutions which are outlined in the attached housing presentation (Attachment B).

Currently, CDOT provides a $500/month stipend to essential employees who are designated to work in areas that are deemed to be both high cost and hard to fill (see Attachment C, memo entitled “FY16 HTF Maintenance Memo”). Due to the nature of the work that is performed by essential personnel (e.g. plowing snow), it is mandatory that they live within thirty minutes of their assigned work location. The cost of living in Colorado has continued to increase substantially, and many of the maintenance work locations are based in high cost areas where it is difficult to find affordable and/or available housing for employees. Currently, CDOT utilizes the $500 monthly stipend to address housing issues. In some areas across the state CDOT also utilizes trailer pads, “hoteling”, manufactured housing and a few areas have CDOT housing that is available to a limited number of employees. The current process lacks consistency, clear eligibility criteria, sufficient policies and procedures, and adequate monitoring and oversight. The creation of a housing policy will address the shortcomings that were indicated in the audit findings and set forth guidelines and criteria

89 of 130 that will be clearly defined and equitable. The policy will do so by addressing housing challenges in areas where the following criteria has been met: • Proven difficulty in recruiting/retention • Proven lack of available housing • Proven lack of affordable housing

In addition, several other housing options are also being considered. These include the addition of a tiered stipend system, dorm camps, and potentially the construction of employee housing through a partnership with other organizations. It is the goal of the working group to decide on viable housing solutions, and to finalize and implement the housing policy in the next several months.

Details Attachment A is a copy of the audit findings from January, 2015. The audit objective was to assess the effectiveness of the policies, procedures and internal controls over hard to fill (HTF) and extremely hard to fill (HTFX) benefits. Housing stipends fell under the scope of the audit. The conclusion of the audit was that the program needed to be improved and there needed to be clear eligibility criteria, sufficient policies and procedures, and adequate monitoring and oversight.

Attachment B is a presentation that includes potential solutions to the current housing issues, as well as the associated costs.

Attachment C is a copy of the “FY16 HTF Maintenance Memo”. This memo defines the job classifications that are eligible for housing based on their high cost location and hard to fill status.

Next Steps • Determine if partnering with other organizations to build employee housing is feasible • Determine proper tiers for monthly stipends • Finalize housing policy

Attachments • Attachment A: HTF Audit Findings • Attachment B: Housing Presentation • Attachment C: FY16 HTF Maintenance Memo

90 of 130 91 of 130 Attachment 1 - February 2016 ARC PERFORMANCE AUDIT REPORT

This report contains management’s comments and our evaluation of management’s comments.

The Audit Review Committee has not released this report

Hard to Fill and Extremely Hard to Fill Benefits

Report Date: September 28, 2015 Audit No: 15-022

92 of 130 Attachment 1 - February 2016 ARC EXECUTIVE SUMMARY

Purpose of Review and Objectives

The audit objective was to assess the effectiveness of the policies, procedures and internal controls over hard to fill (HTF) and extremely hard to fill (HTFX) benefits. We conducted the audit at both the request of the Director of Strategic Workforce Solutions and the Director of Administration. This report adds value by assisting management with reducing the risk of ineffective or non-existent internal controls which promote efficiency, reliable reporting, and ensure compliance with laws, regulations, and policies. This report also assists CDOT management with achieving its goals associated with the People Summit.

Background

In 1999, management instituted a pay differential program to address retention and recruitment problems for selected maintenance and tunnel support service positions at the Eisenhower Tunnel. This pay differential allowed for a base building pay premium up to 15 percent above the employee’s starting salary. In 2006, management revised the program to include a housing allowance which was in addition to the HTF benefit and was for extremely hard to fill positions (HTFX). In 2014, CDOT again revised the HTF program and new hires, as of February 1, 2014 received a non-base building pay differential. Employees hired prior to February 2014 retained the HTF rate unless they signed a waiver. Since February 2014, CDOT has paid about $2.2 million in HTF/HTFX benefits to at least 488 employees.

Conclusion

The effectiveness of the policies, procedures, and internal controls of the HTF and HTFX programs should be improved. Generally, the programs lacked clear eligibility criteria, sufficient policies and procedures, adequate monitoring and oversight. These conditions primarily occurred because management wanted to pay employees at the same base salaries for the same positions. These conditions led to a lack of transparency, accountability, and did not appear to eliminate recruitment and retention problems.

As a result, we recommend CDOT management 1) develop a procedural directive that emphasizes using the existing flexibility within the pay bands; 2) follow the procedural directive process to develop appropriate and centralized policies and procedures that include clear eligibility requirements and an effective monitoring and oversight system, and 3) implement a process to ensure that accurate information regarding the recipients is used for an annual analysis and assessment of program effectiveness and consider adjusting base salaries based on locality differences or other supported hard to fill conditions.

93 of 130 Attachment 1 - February 2016 ARC Table of Contents

Purpose of Review and Objectives ...... 2 Background ...... 2 Conclusion ...... 3 Audit Results ...... 4 Unclear Eligibility Criteria ...... 4 Insufficient Policies and Procedures ...... 6 Inadequate Monitoring and Oversight ...... 6 Effect ...... 7 Recommendations ...... 7 Appendix ...... 10 Objective, Scope, Methodology and Criteria ...... 10 Suggestions ...... 11 Prior Audit Coverage ...... 11 Eligibility Criteria Chart ...... 12

94 of 130 Attachment 1 - February 2016 ARC Purpose of Review and Objectives

The audit objective was to assess the effectiveness of the policies, procedures and internal controls over the hard to fill (HTF) and extremely hard to fill (HTFX) benefits. Both the Director of Strategic Workforce Solutions and the Director of Administration requested the audit as a result of their concerns about the effectiveness of the program. This report adds value by assisting management with reducing the risk of ineffective or non-existent internal controls which promote efficiency, reliable reporting, and ensure compliance with laws, regulations, and policies. This report also assists Colorado Department of Transportation (CDOT) management with achieving its goals associated with the People Summit.

Background

CDOT determined that certain maintenance and tunnel support positions are hard to fill/retain due to evidence of recruitment difficulty, high turnover and cost of living for the patrol area. As a result, positions designated by CDOT management as hard to fill were eligible for a monthly pay differential. Beginning in 1999, management instituted a pay differential program to address retention and recruitment problems at the Eisenhower Tunnel. This pay differential allowed for a base building pay premium up to 15 percent above the employee’s starting salary. These HTF positions were classified as essential and only included selected maintenance and tunnel support service positions.

In 2006, management revised the program to include a monthly housing allowance of $500. This program, called HTFX, was an addition to the HTF benefit. Unlike the HTF pay differential, this monthly benefit was not included in employees’ base pay and was intended to assist essential maintenance employees with housing expenses.

In 2014, CDOT again revised the HTF program and new hires, as of February 1, 2014, received a non-base building pay differential rather than the differential within the base pay. Employees hired prior to February 2014 retained the HTF rate as part of base pay unless they chose to sign a Voluntary Reduction in Pay Agreement1. According to CDOT payroll data, the Department paid about $2.2 million to at least 488 employees in HTF/HTFX benefits since February 2014. As of February 2015, there are approximately one hundred locations (cities, counties, areas, tunnels, and passes) and about fifty classifications designated as either HTF or HTFX.

Table 1 displays the trend of employees receiving housing allowance. The number of employees receiving the benefit increased by nearly 77 percent between 2008 and 2014 while the total population of maintenance employees decreased by 51 employees or 3 percent.

1 We could not verify how many employees chose the voluntary reduction, however, it does not appear that any employees chose to sign that could have accepted promotions or transfers.

Attachment 1 - February 2016 ARC 95 of 130 Table 1

400 CDOT HTF/HTFX Audit Housing Allowance Recipients by Year 372 356 300 Calendar Years 2008 - 2014

249 257 200 228 210 219

100

0 2008 2009 2010 2011 2012 2013 2014 Source: Audit Division’s analysis of payroll data

Conclusion

The effectiveness of the policies, procedures, and internal controls of the HTF and HTFX programs should be improved. Generally, the programs lacked:

• Clear eligibility criteria • Sufficient policies and procedures • Adequate monitoring and oversight

These conditions primarily occurred because management wanted to pay employees at the same base salaries for the same positions and therefore developed these programs to address recruitment and retention problems. In addition, we identified three other contributing causes:

• Decentralized authority applying outdated memorandums • Lack of a process to assess program effectiveness and benchmark data • Lack of an official policy or directive that provides for centralized authority and guidance in applying the programs and utilizing flexibility in appropriately adjusting salaries

Consequently, these conditions led to a lack of transparency, accountability, and did not appear to eliminate recruitment and retention problems as reported by management.

96 of 130 Attachment 1 - February 2016 ARC We recommend CDOT management:

1) Develop a procedural directive that emphasizes using flexibility within the pay bands.

2) Follow the procedural directive process to develop appropriate and statewide procedures that include clear eligibility requirements and an effective monitoring and oversight system.

3) Implement a process to ensure that accurate information regarding the recipients is used for an annual analysis and assessment of program effectiveness and consider adjusting base salaries based on locality differences or other supported hard to fill conditions.

Audit Results

Unclear Eligibility Criteria

Since the program’s inception, the eligibility criteria has been communicated through memorandums from the Chief Engineer. Specifically, management relied on three memorandums: 1) February 2014 memorandum stating that the pay differential was no longer included in base pay, 2) the superseding 2013 memorandum for the list of eligible job classification and 3) an outdated 2008 memorandum for the list of locations eligible for the benefits. The memorandum issued in 2013 was intended to supersede all prior instructions. This memo also states that in order to qualify for the HTF benefit, two of six criteria must be met, and in order to qualify for the HTFX benefit, two of three criteria must be met2. Even though both of these memorandums have been signed by appropriate appointing authorities, the lack of an official policy and centralized program administration increases the difficulty of eligibility being applied uniformly and fairly.

Based on our review of the program criteria, we identified an overall lack of clarity and consistency. Specifically,

• The program was intended for maintenance but non-maintenance classifications received the benefit. • The supporting eligibility criteria is unclear to the types and the amounts of the pay premiums. • The location eligibility determination lacked consistency.

According to the 2013 memorandum, these benefits were intended for essential maintenance employees, however, our analysis found that there were five non- maintenance job classifications listed which included 10 employees.

2 See eligibility criteria chart in the Appendix.

97 of 130 Attachment 1 - February 2016 ARC We also found instances of unclear supporting criteria related to the types and amounts of the pay premiums. For example, the criteria states that an employee can receive either the hard to fill pay differential (HTF) or both the differential and the $500 housing allowance (HTFX). However, the following analysis of CDOT 2014 payroll detail in Table 2 below shows that 70 percent of benefit recipients were paid only the $500 housing allowance (HA), even though the criteria listed in the 2013 memorandum does not explicitly authorize this individual amount.

Table 2 CDOT HTF/HTFX Audit Benefit Amounts Received by Type Calendar Year 2014

24%

6%

70%

$421 (HTF) $921 [HTFX (421+500)] $500 (HA)

Source: Audit Division’s analysis of payroll data

The criteria also lacked consistency with regards to location types. According to the locations listed in the criteria within the memorandums, locations are inconsistently documented as cities, counties, and “areas,” making it difficult to readily identify hard to fill locations are subject to interpretation. For example, Metro Denver is listed as a “hard to fill” area but no specific cities are mentioned. Additionally, the memorandums lack explanations for why certain locations are eligible for HTF or HTFX benefits and some are not.

98 of 130 Attachment 1 - February 2016 ARC Insufficient Policies and Procedures

Overall, the policies and procedures over the program need to be improved. Specifically, there were no documented procedures for:

• Performing reconciliations between payroll and human resources data to ensure that information is correct • Performing secondary level reviews of SAP data to ensure correct data input • Developing SAP input controls that only allow entry of approved eligibility criteria • Developing time and approval requirements for “Start Form” submissions • Updating eligibility criteria • Designating a program “owner” to monitor program effectiveness

Each of the above assists in mitigating the risk of fraud and also ensures that the program meets its objectives. In addition, periodically updating the eligibility criteria ensures that the program is adequately addressing retention and recruitment needs. Delegating a program owner will assist with oversight and monitoring to ensure the program is effective and being administered properly and consistently.

In addition, the preparation of sufficient and consistent written policies and procedures will minimize the risk of confusion and perceived unfairness among maintenance workers. An official policy, preferably a procedural directive, would go through the proper administrative and management channels to provide centralized authority and ensure fairness, clarity, and consistency for all regions. This best practice would assist in ensuring that the program meets its objectives. Inadequate Monitoring and Oversight

Overall, the program lacks effective monitoring and oversight in the following four areas:

1) Documented authorization forms

Review of personnel files located at Headquarters identified that 21 percent of sampled files were missing authorization forms for employees receiving the benefits. Authorization forms help ensure that employees receive the benefit when eligible.

2) Secondary review of data

99 of 130 Attachment 1 - February 2016 ARC HR program staff did not effectively monitor what was being paid out to employees. In addition, management stated they did not perform a review of the payroll division’s reconciliation between employees living in CDOT owned housing and those receiving the housing allowance to ensure that employees did not receive both benefits. A secondary level of review for changes regarding employee status to/from an HTF/HTFX eligible position and/or locations is a preventative control to minimize the risk of fraud.

3) Timely analysis of the HTF/HTFX program’s effectiveness

Management did not conduct a timely analysis of the program’s effectiveness and did not evaluate amounts paid out to employees. Consequently, management could risk paying employees benefits to which they were not entitled. In addition, this analysis would also allow management to identify root causes of retention and recruitment problems. For example, conducting a compensation study could determine if pay structures are competitive and supported by job descriptions.

4) Oversight of application of the criteria

The 2013 memorandum criteria states the HTF benefit to be up to 15 percent of the base salary yet some employees received more.

Effect

Due to unclear criteria, ineffective procedures, and a lack of monitoring and oversight over the program, there is an increased risk of employee perceptions of inequity, improper payments and fraud.

Recommendations

As a result of our audit testing and discussions with management, we identified the following key recommendations that can assist in the program’s achievement of its core objectives. We recommend that CDOT management:

1) Develop a procedural directive that emphasizes using the existing flexibility within the pay bands.

2) Follow the procedural directive process to develop appropriate and centralized procedures that include clear eligibility requirements and an effective monitoring and oversight system.

3) Implement a process to ensure that accurate information regarding the recipients is used to conduct an annual analysis and assessment of program effectiveness and consider adjusting base salaries based on locality differences or other supported hard to fill conditions.

100 of 130 Attachment 1 - February 2016 ARC Management Comments

Management generally agreed with the findings and recommendations. Specifically, management agreed to develop a procedural directive that includes clear eligibility requirements, develop an effective monitoring and oversight system and to implement an effective annual analysis and assessment of the program. Management advised that many of the memos, procedures, controls and ownership were not always documented. Management has begun to make changes that will improve the program.

Management provided the following chart detailing actions and implementation dates in order to meet their overall implementation date of July 1, 2016.

When: Description: March – Update the Transportation Maintenance Worker I and Transportation October Maintenance Worker II Position Descriptions 2015 April 2015 CDOT’s Human Resources Director requested that DHR conduct a system maintenance study for the Transportation Maintenance Worker series August Discussions of process and procedures and data with Audit 2015 August Contacted Division of Natural Resources and DHR to discuss how they 2015 established the housing allowance payment for the park rangers. August 28, Transportation Commission confirmed CDOT’s Divisions for purposes of clearly 2015 defining Appointing Authorities. This gave CDOT’s HR Director the authority to “own” the revised Hard to Fill and Housing Programs. Sept 2015 Maintenance Superintendent, Traffic Engineers, and HR working group held a lean like event to discuss the purpose, goals, objectives, outcomes of the pay structure programs (recruitment, retention, cost of living) within maintenance activities; Sept 2015 Revised the employment screening process and the language within the job offer templates to reference the HTF and Housing MOU. October Require receipt of signed MOU agreements in HR prior to completing data entry. 2015 By July 1, Define recruitment, retention, and high cost areas goals and objectives in terms 2016 of turnover of positions, By July 1, Write Compensation and Hours Worked Procedural Directives 2016 By July 1, Write Scope of Work for third party firm to provide a geographic assessments of 2016 cost of living across Colorado and confirmation of the availability of labor in the designated markets By July 1, Review data and write recommendations – get approval 2016 By July 1, Write procedural directive 2016 July 1, Target date to implement revised programs 2016

101 of 130 Attachment 1 - February 2016 ARC Evaluation of Management Comments

Management’s comments and actions are responsive to the findings and recommendations contained in this audit report.

102 of 130 Attachment 1 - February 2016 ARC Appendix

Objective, Scope, Methodology and Criteria

The audit objective was to assess the effectiveness of the policies, procedures and internal controls over the hard to fill (HTF) and extremely hard to fill (HTFX) programs. We conducted the audit at the request of the Director of Strategic Workforce Solutions and the Director of Administration.

Our audit included calendar year 2014 and did not include testing the population of employees that receive the HTF benefit as part of their base salaries. We were unable to determine the total amount of HTF and HTFX benefits paid out to employees since the program’s inception. As a result, we cannot conclude on the effectiveness of the procedures, and internal controls over HTF pay differentials included within employee base salary.

We conducted this audit in accordance with generally accepted auditing standards, except for a peer review not conducted within the three year requirement. This peer review is expected to be conducted by the spring of 2016. These standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objective. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions. We did not identify any instances of fraud or abuse. We discussed our observations and conclusions with management on December 16, 2015 and included their comments when appropriate.

In order to meet our objective, we conducted interviews with program staff and related management. Through these interviews, we gained an overall understanding of the program and management’s interpretation of the eligibility criteria. We also conducted analysis and judgmentally selected records for review. We obtained a list of employees from the SAP system that received HTF/HTFX benefits during 2014.

We performed various analyses and testing of this population, including, but not limited to: • Investigating how much has been paid out since 2008 to determine the cost of the program, • Calculating pay differentials as a percentage of employees’ salaries to evaluate the amount of the premium, • Measuring the distance between employees’ home address and work address, per management’s request, • Testing to see how many new hires have been hired at base salary to measure management’s use of their flexibility in regards to salary ranges, • Verifying that the pay differential is included in PERA, while the housing allowance is not included,

103 of 130 Attachment 1 - February 2016 ARC • Choosing a sample of employees from the 2014 population and reviewing employee files for evidence of HTF/HTFX eligibility, and • Evaluating the logic of HTF/HTFX designated locations to see if we came to the same conclusion as management.

We used the following standards, policies and procedures:

• 2011 GAO – Government Auditing Standards • FY10-11 State Personnel System Employee Handbook • State of Colorado Fiscal Rules: Effective July 2009 • C.R.S. 24-50-104 (2014) • 2008 and 2013 Chief Engineer memorandums • 2014 HR Director memorandum • 2015 Personnel Board Rules and Personnel Director’s Admin Procedures • Colorado State Archives, State Agency Records Management • 4 CCR 801-1

Suggestions

We also identified several suggestions for management’s consideration that complement our key recommendations and do not require management’s response. We suggest that management:

1) Ensure personnel files are in compliance with the January 14, 2015 4 CCR 801 Personnel Board Rule 1-23 and Colorado State Archives, Schedule No. 11 2) Reevaluate patrol locations to ensure they are based on operational needs and historical staffing challenges 3) Develop procedures to ensure information and communication flows effectively between HR, Payroll Division, and Regional Transportation Districts to ensure the program is equitably applied 4) Implement SAP input controls that clearly document benefit criteria (i.e. classification, location, amount)

Prior Audit Coverage

We have not previously conducted any audits or reviews regarding these benefits.

104 of 130 Attachment 1 - February 2016 ARC Eligibility Criteria Chart

Hard to Fill (HTF) Position Extremely Hard to Fill (HTFX) 2 of the following 6 must be met: 2 of the following 3 must be met: 1. Employees leave for higher salary, or employees 1. Location designated as hard to fill/retain leave for better working conditions based on the 2. Location is in very high or highest cost of exit interview. living based on Legislative Council criteria. 2. Less than average number of candidates on 3. Comparison of local city/county and resort eligibility list. salaries shows compensation above base 3. At least one candidate rejected the minimum salary salary. 4. Situations limit applicant pool or applicants reject the starting salary. 5. Location has a very high cost of living based on Legislative Council criteria. 6. Works in Eisenhower/Johnson Tunnel

Source: CDOT 2013 Memorandum

Attachment 1 - February 2016 ARC 105 of 130 Housing 106 of 130 . Strategies to Address Housing 107 of 130 Goals and Outcomes of Housing Plan

• Address HTF audit • Improve our ability to recruit and retain TM employees • Decrease the costs of high turnover: • 137 TMI, II and III employees resigned in FY17 • 150-200% cost to hire and train a new employee • Decreased morale when understaffed • Increased safety risks when understaffed

108 of 130 Purpose of Housing Proposal

• Address challenges in areas where the following criteria has been met: • Proven difficulty in recruiting/retention • Proven lack of available housing • Proven lack of affordable available housing • We have evaluated how/if to staff a particular location to meet business needs and, if necessary, adjusted patrol boundaries • Build a plan around response time of essential personnel (30 minutes) • Maintain a high level of service for citizens of Colorado • Respond to audit • Develop an independent policy to assess location specific issues through a housing policy authorized by the TC. The policy will analyze all CDOT locations utilizing the Legislative Council of the Colorado General Assembly Cost of Living Differential Report issued every two years

109 of 130 Housing Options

Existing CDOT Tiered Dorm Camp/ Housing/Trailer Monthly “Hoteling” Pads/Obtain/Build MDU Housing Stipend • Build a CDOT “dorm” for short- • Continue to utilize existing • Create tiers in areas with term housing trailer pads/CDOT housing (e.g. a proven high cost of • Utilize a “Firehouse model” R5) living, but available from living/work schedule (7 • Partner with other days on/7 days off, live at organizations with similar housing facility during 7 days on) housing challenges • Locate on busy corridor where (Police/Fire/County) in high easy access to CDOT facilities is cost areas critical (e.g. Silverthorne- we • Potentially leverage currently spend $1m/year for land/buildings that CDOT JOA hotel accommodations) already owns • Continue to utilize hoteling • Utilize a management company options to oversee properties

110 of 130 Current HTF Pay Differential (per June 18, 2015 “Approval of FY 2016 Maintenance Current State of Housing Hard to Fill” Memo)

Class Title FY16 HTF Monthly Pay Diff Electrical $499 # of Monthly Monthly Annual Trades Employees Stipend Cost Cost Equipment $499 Mechanic 284 $500 $142,000 $1,704,000 Equipment $421 Operator General $347 Labor LTC Trainee $400 Pipe/Mech $499 Trades TM I II & III $421

111 of 130 Tier Breakdown Examples Position Requirement

High Cost locations are identified based on the . The breakdown of the 4 tiers is as follows: Eligibility is determined by meeting the following criteria: • Work address designated as a high cost location* Tier 4: • Position is designated “hard-to-fill” per FY16 designation • Index values 100-105 • “High Cost” is defined as working out of a location that zip code corresponds is in a school district with a Pacey COL index value • average of 1.8% above state average (index value = 100) greater than 105 • $935/year, or $78/month ($80 payment) *This scenario leaves most folks at the tunnel ineligible Tier 3: Current Tunnel Address in Clear Creek RE-1, not considered high cost • Index values 105-110 according to Pacey. (33 employees) • average of 8% above state average (index value = 100) • $4171/year, or $347.58/month ($350 payment) Options: • Move Tunnel Address to West-side in Summit County Tier 2: • Designate Eisenhower Tunnel as its own eligible tier • Index values 110.1-114.9 • average of 13.2% above state average Please note: Recruitment/Retention Requirement pending.. • $6876/year, or $573/month ($575 payment)

Tier 1: • Index values of 115+ • average of 37% above state average • $19,145/year, or $1595.42/month • (excluding Aspen School District 16.9% above average) • $8783.67/year, or $731.97/month ($750 payment)

112 of 130 Tiers Index Amounts # Employees Eligible Locations Option 2 Option 2 Costs Eligible Payment Amount 1 115+ 63 Steamboat, Rabbit Ears Pass, Eagle, $750 $47,250 Gypsum, Wolcott, Leadville, Dowd, Vail, Breckenridge, Loveland, Silverthorne, Dillon, Frisco

2 110-115 82 Glenwood, Hanging Lakes, $575 $47,150 Carbondale, Rifle, Aspen, Boulder, Nederland, Estes, Telluride

3 105-110 124 Denver R1 & HQ, Blue Mesa, $350 $43,400 Crested Butte, Gunnison, Lake City, Sargents, Durango 4 100-105 167 Red Rocks, Fairplay, Hayden, $80 $13,360 Yampa, Leadville, Twin Lakes, Longmont, Straight Creek, Lyons, Mead, Salida, Buena Vista, Poncha Pass, Bayfield, Ignacio, Ouray, Housing Breakdown Ridgway, Silverton • High Cost + HTF Position Eligible • Eisenhower Tunnel Eligible for Tier 2 by 5 95-100 0 Strasburg, Aurora, Castle Rock, $0 0 Arapahoe, Centennial, Cotopaxi, designation Canon City, Bailey, Fountain, Colo Spg, Montrose, Delta, Lincoln, Paonia, Bellevue, Ft Collins, Ft Lupton, Poudre Canyon, Loveland, Wellington, Livermore, La Veta, Creede, Mancos, Wolf Creek, Pagosa Spgs,

6 <95 0 Havana, Brighton, Broomfield, $0 0 Commerce City, Thornton, Penrose, Monument, La Junta, Trinidad, Walsenburg, Raton Pass, Aguilar, Lamar, Cripple Creek, Meeker, Rangely, Berthoud, Granby, Walden, Arriba, Burlington, Hugo, Deer Trail, Kit Carson, Seibert, Ault, George, Gilcrest, Akron, Brush, Ft Morgan, Joes, Wray, Yuma

7 Eisenhower Tunnel 33 Eisenhower Tunnel $575 $18,975

CDOT Total - 469 113- of 130 $170,135 monthly $2,041,620 annually Summary of Housing Options

Summary of Housing Options

114 of 130 115 of 130 116 of 130 DATE: September 21, 2017 TO: Transportation Commission Resiliency Committee FROM: Lizzie Kemp, I 70 Pilot Project Manager and Joshua Laipply, P.E. Chief Engineer SUBJECT: CDOT Resiliency Activities

Purpose To present a fact sheet on the I-70 Risk and Resilience Pilot (previously requested from the Committee), and provide an overview of CDOT activities related to resiliency.

Action Information only. Provide feedback on the attached materials.

Background At its last meeting, the Committee requested staff to prepare a “fact sheet” to explain the purpose and results of the I-70 Risk and Resiliency Pilot project. Attached is a draft two-page document responding to this request for your review. Our goal was to explain the Pilot in plan english in a document that Commissioners and CDOT staff can use when speaking with general public audiences.

Also attached is a draft “Roadmap” and “Timeline” of various CDOT efforts related to resiliency. These documents describe CDOT activities ranging from 2013 Flood Recovery, to involvement in various state and federal committees adressing transportation resiliency, to proactive efforts underway to better prepare CDOT and its facilities for future events. The intent of these documents is to inform the Committee about the various ways that CDOT staff is working on improving resiliency of our transportation system.

Next Steps Staff will refine the outreach materials based on Commission feedback. The I 70 Pilot is nearing completion, with a final report to the Resiliency Committee planned for October. We also plan to return shortly to the Committee for guidance on future proposed efforts related to risk and resiliency planning.

Attachments I 70 Pilot Fact Sheet CDOT Resiliency Roadmap Timeline of CDOT Resiliency Efforts

117 of 130 Putting the Brakes on Future Disasters: Colorado Takes Leadership Role In Protecting Against Future Risks.

BACKGROUND The September 2013 flood event in Colorado lasted seven days, and left behind a path of destruction that spanned some 2,380 square miles. More than 3,000 evacuations were carried out, over 17,000 homes damaged, and an estimated 1,800 homes completely destroyed. The Colorado roadway network suffered severe damage, requiring more than $700 million in repairs. Unfortunately, Colorado has experienced six major declarations of In September 2013, flood damage on US-34 disasters in the past seven years. Since the 2013 flood event, Colorado destroyed an entire section of roadway. endured a major rockfall event in 2016 that closed I-70 in the Glenwood Canyon for approximately two weeks. Alternative routes not designed to accommodate the detouring traffic also experienced damage. In May 2017, a tanker truck carrying fuel crashed and caught fire resulting in several hours of closure of all lanes in the Metro Denver area. The fire burned off several inches of asphalt resulting in emergency repairs. Building on the lessons learned from these events, the Colorado Department of Transportation (CDOT) and the Colorado Division Office of Federal Highway Administration (FHWA) have developed a data driven approach to proactively identify and address vulnerabilities of the system from potential physical threats such as rockfall, flooding, and landslides. In February 2016, a rockfall closed I-70 in Glenwood Springs for two weeks. PROACTIVE MANAGEMENT OF THREATS The I-70 Risk and Resilience (R&R) Pilot began in August 2016, and builds on the work completed by CDOT in the wake of the 2013 flood event. It is a first-of-its kind approach, one meant to address vulnera- bilities in Colorado’s highway infrastructure before they ever become a concern. 450 miles of I-70 from the Utah border in the west to the Kansas border in the east have been analyzed for the potential of future damage and closures from physical threats. The Pilot covers an incred- ibly diverse range of geographies and climates in both urban and rural areas, and considers multiple significant threats—ranging from avalanche to wildfire, as well as human-made threats, such as high- In May 2017, a fire on I-25 closed roadway during rush hour and damaged pavement. vehicle bridge strikes.

The decision to initiate this work is not unlike the everyday, commonsense choices made by Coloradans in their personal lives. Installing an alarm system in your home, or purchasing a car with air bags, protects you and your loved ones while simultaneously reducing insurance premiums. It pays to plan ahead.

CDOT Project Manager CDOT Co-Project Manager Principal Investigator Lizzie Kemp Herrera Heather Paddock, PE Aimee Flannery, Ph.D., PE CDOT Region 1 Planning CDOT Region 4 AEM Corporation and Program Management Central Program Engineer 703.328.2423 303.757.9629 970.290.8723 118 of 130 I-70 RISK AND RESILIENCE FINDINGS

STUDY AREA TOTAL ANNUAL RISK PER LANE MILE I-70 CORRIDOR USER RISK + OWNER RISK FROM ALL THREATS

F G C D E H UTAH DENVER M KANSAS A B J K L GH JK L M D C E A F B

The I-70 corridor was analyzed as a series of segments that reflect on and off points to the facility for the traveling public onto CDOT maintained roadways.

TOTAL RISK I-70 ANNUAL RISK BY THREAT (Delay Costs) (Rebuilding Costs)

FLOOD BRIDGE VEHICLE STRIKE AVALANCHE LANDSLIDE

$117,857,395 $6,901 $8,516,684 $2,161,863

$1,344,101 $15,853 $216,093 $723,814

HIGH WIND & ROCKFALL RELATED WEATHER TOTAL SYSTEM RISK

$35,781,405 $8,475 $164,324,248

$3,835,682 $310 $6,135,544

All of the relevant threats to the I-70 corridor were included in the study, with annual risks to both CDOT (as owners of the highway facilities) and the traveling public calculated as shown in the above graphic. The most significant physical threats to I-70 include rockfall and flooding. Other potential events that could damage I-70 and impact travel on the cor- ridor include avalanches, landslides, and high-vehicle bridge strikes. Armed with a better understanding of these threats, CDOT will now begin to identify the most cost-effective solutions that can be implemented at specific sites to reduce the risk of damage from future events. Resilience measures could include new roadway/bridge design, identification of a new alternate route, operational plans or improved maintenance.

NEXT STEPS CDOT is currently analyzing the findings of the Pilot and determining how best to address at-risk locations. This analysis includes an assessment of a range of mitigation measures and includes benefit-cost analysis of potential mitigation measures to identify potential risk reduction and system resilient solutions. Next the agency will determine other corridors to be a part of the risk and resilience process, and how to use the results to inform day-to-day asset management, design, operations and maintenance decisions.

119 of 130 Resiliency RESILIENCY PLANNING Roadmap I-70 Risk and Resilience Pilot Project (2016 to Present) Assess hazards along the I-70 INVOLVEMENT Risk Based Asset corridor to pro-actively identify Management Plan areas with high probability of losses from a range of natural Transportation Commission (December 2013 to Present) Resilience Subcommittee and direct threats. (Fall 2016 to Present) Incorporating asset Moving Forward: CDOT has management into applied for an Accelerated Sustainability I-70 Pilot Project has presented current CDOT Innovation Deployment (AID) Program to the subcommittee. procedures. grant from FHWA to expand the (2005 to Present) I-70 Pilot to I-25 as well as to CDOT division committed GOVERNOR’S OFFICE parallel routes to I-70 and I-25. to developing and CDOT is also working with AEM supporting a sustainable Colorado Resiliency and to incorporate the lessons organization and Stream Steering Recovery Office (CRRO) learned from the Pilot transportation system. Committee intomaintenance practices, (September 2014 to Present) Colorado Resiliency Sector Involvement training, policies, and Emergency Working Group (CRWG) (September 2014 to Present) Long Term resilient procedures. Response Framework (September 2014 to Present) and sustainable Provide support to the Geohazard Rating (2016 to Present) RESILIENT stream recovery of Coordinate efforts, create Infrastructure, System flood impacted areas. Formulization of ER RECOVERY opportunities, establish Watershed, and (May 2014 to October 2014) policies and procedures priorities and provide Community sectors of Rock slope design guidance to improve the CRWG. resilience and sustainability Risk and Resiliency (RnR) across the State. (December 2013 to Present)

NATIONAL EFFORTS Modified cost and benefit analysis utilized for emergency repairs.

Interviewed for AASHTO Presented I-70 Case Studies Committee Involvement Pilot Project Hydrologic Re-evaluations Flood Recovery Office AASHTO The Special Committees TRB (December 2013 to September 2014) (September 2013 to Present) TRB/NCHRP on Transportation Emergency repairs, both FHWA Security and Emergency Post-Flood hydrology updates Conferences temporary repairs directly CRRO Management and that informed the design and after the flood event, and Resilient and Sustainable Sponsoring the TRB construction of Flood Recovery permanent/long-term Transportation Systems Transportation Resiliency Projects. repair and reconstruction are merging and will be Summit in Fall 2018. projects.120 of 130 lead by Mike Lewis. 130 2019 of 121 Resiliency Summit TRB Transportation 2018 Resiliency Efforts Timeline of CDOT of CDOT Timeline AASHTO Resiliency Committee AASHTO TC Resilience Subcommittee Resilience TC 2017 I-70 Pilot Project I-70 Pilot d R ili Emergency Response Framework Colorado Resiliency Working Group Working ResiliencyColorado Flood Recovery Office Recovery Flood Risk and Resiliency 2016 Risk Managment Plan Based Asset Sustainability Program Prioritized Project Planning Project Prioritized Stream Steering Committee Steering Stream 2015 i l d Geohazard Re-Evals Rating System Hydrologic H

2014

D F O L O Asset Managment CDOT Programs CDOT National Efforts of State Colorado Initiatives 2013 [email protected]

4201 East Arkansas Avenue, Room 262 Denver, CO 80222

DATE: SEPTEMBER 21, 2017 T0: TRANSPORTATION COMMISSION FROM: JOSH LAIPPLY, CHIEF ENGINEER HERMAN STOCKINGER, ACTING CHIEF FINANCIAL OFFICER JANE FISHER, OFFICE OF PROGRAM MANAGEMENT DIRECTOR SUBJECT: PROGRAM MANAGEMENT INFORMATION ITEM

Purpose The Program Management Information Item provides the Transportation Commission with an update on the integration of cash management and program management and RAMP.

Action Information only.

Background Integration of Cash Management and Program Management:

Please see Fund 400 Cash Balance Memo included as a separate information item.

RAMP:

The RAMP program was initiated in November 2012 as a means to reduce the cash balance. Shortly thereafter the TC approved a project list and has since approved groups of projects and individual projects. Given the majority of the RAMP projects are now in construction, PMO updates are now limited to background associated with requested TC actions. There are no RAMP related actions this month.

Details

Integration of Cash Management and Program Management:

PMO is tracking program delivery at the statewide level using the expenditure performance index (XPI) to evaluate actual construction expenditure performance as compared to planned. As indicated in Figure 1, the cumulative Calendar Year 2017 XPI is 0.82 which is a slight increase as compared to last month (0.82 this month vs. 0.78 last month). August’s actual expenditures were $1M below the expenditure target (Monthly XPI = 0.98). Statistical modelling, based on a combination of historic factors, has been conducted and the results indicate that we are still on track to achieve calendar year end expenditures within the calendar year target upper and lower limits.

4201 East Arkansas Avenue, Room 262, Denver, CO 80222 P 303.757.9262 F 303.757.9656 www.coloradodot.gov 122 of 130

Figure 1. Calendar Year 2017 Construction Expenditure Results

RAMP:

Table 1 details RAMP Partnership and Operations projects (CDOT & Locally Administered) that have not yet been awarded. There are no RAMP related actions this month. The remaining TC Contingency RAMP Reserve and RAMP Operations Contingency are $119,839 and $315,615, respectively.

4201 East Arkansas Avenue, Room 262, Denver, CO 80222 P 303.757.9262 F 303.757.9656 www.coloradodot.gov 123 of 130

Other Project RAMP Local Project Name CDOT Status Budget Request Contibution Funds CDOT ADMINISTERED

I-70 Glenwood Canyon Variable $5,600,000 $2,200,000 $0 $3,400,000 In Bid/Award Speed Limit Signing

I-70 Mountain Corridor Wireless $5,300,000 $1,700,000 $0 $3,600,000 Ad in Apr ‘18 Improvement

1 Under Staff $40,000,000 $4,000,000 ] $0 $0 HPTE P3 Development Fund Development

LOCALLY ADMINISTERED SH 14 / Greenfields Ct. - Frontage Rd. Relocation and $2,100,000 $1,680,000 $420,000 $0 Ad in Sept ‘17 Intersection Improvements

SH 119 Boulder Canyon Trail 3 $5,466,350 $4,373,080 $1,093,270 $0 Ad in Sept ’17 Extension

Federal Blvd: 6th to Howard Reconstruction and Multimodal $29,181,821 $23,341,821 $5,840,000 $0 Ad in Oct ‘17 2 Improvements 1 This total represents the remaining RAMP Development funding still available. Staff has prepared a HPTE Development Fund Policy and Evaluation Criteria guidance document.

2 ROW delay; 3 Locals pursuing a Conditional Letter of Map Revision (CLOMR) prior to Ad

Attachments 1. None

4201 East Arkansas Avenue, Room 262, Denver, CO 80222 P 303.757.9262 F 303.757.9656 www.coloradodot.gov 124 of 130

4201 E. Arkansas Ave., Room 124B Denver, CO 80222

MEMORANDUM

TO: BRIDGE ENTERPRISE BOARD OF DIRECTORS FROM: HERMAN STOCKINGER, ACTING CHIEF FINANCIAL OFFICER DATE: SEPTEMBER 21, 2017 SUBJECT: FISCAL YEAR 2016-17 YEAR END REPORT

Purpose This memorandum provides a Fiscal Year (FY) 2016-17 year-end report for the Colorado Bridge Enterprise (BE) Fund 538. Information provided includes FY 2016-17 unaudited revenue reconciliation information, cost center balances eligible to be rolled into FY 2016-17 and a final budget to actual statement for Fund 538 through June 2017.

Action The purpose of this memo is informational only.

Fiscal Year 2016-17 Year End Details At the close of each fiscal year, the Division of Accounting and Finance (DAF) compares the forecasted revenues to the actual revenues received, as well as reviews all remaining cost center balances to determine if they are eligible to roll forward to the next fiscal year.

FY 2016-17 Revenue Reconciliation The Bridge Enterprise estimated revenues for the FY 2016-17 of $126.6 million, and received $127.3 million, creating a surplus of $728,873. This surplus is primarily due to higher than forecasted FASTER Safety Bridge Surcharge revenues. Table 1 below provides a comparison of FY 2016-17 estimated revenues to revenues actually received. Although FY 2016-17 has closed, figures are unaudited and subject to change. Should there be any notable changes following the annual audit, staff will provide an update to the Board at that time.

Table 1: Bridge Enterprise Revenue Reconciliation Summary

FY 2016-17 FY 2016-17 Revenue Source Difference Estimated Revenue Actual Revenue*

FASTER Bridge Safety Surcharge $ 102,100,000 $ 103,985,122 $ 1,885,122

Interest Earnings $ 3,500,000 $ 2,576,343 $ (923,657)

Federal Subsidy for Build America Bonds $ 6,000,000 $ 5,941,549 $ (58,451)

Local & Federal Project & Debt Service Contributions $ 15,000,000 $ 14,732,848 $ (267,152)

Miscellaneous Revenue $ - $ 93,011 $ 93,011

Total $ 126,600,000 $ 127,328,873 $ 728,873 *Revenues are unaudited and are subject to change

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FY 2016-17 Cost Center Roll Forward In accordance with Policy Directive PD 703.0, all Bridge Enterprise cost center balances are eligible for automatic roll forward from the previous to the current fiscal year. Table 2 provides a summary of the remaining cost center balances that were available to roll forward from FY 2016-17 to FY 2017-18.

Table 2: Bridge Enterprise Cost Center Roll Forward Detail

Amount Remaining in Budget Category Cost Center FY 2016-17 B8800-538 $ 2,038,318 Program Administration B88AD-538 $ - Scoping Pools B88SP-538 $ 602,558

Maintenance B88MS-538 $ 161,236 Bridge Preservation B88BP-538 $ 500,000

Total $ 3,302,112

Based on the eligible FY 2016-17 roll forward amounts, the Office of Financial Management and Budget (OFMB) worked with Bridge Enterprise staff to review current cost center balances and determined that excess budget in the current cost centers can be moved back into the FASTER pool and budgeted for other program needs. Therefore, the majority of the cost center balances listed were rolled back to the BE budget pool during the revenue reconciliation process where it is now available for reprogramming.

Final Budget to Actual Statement through June 2017. Listed below are key details related to the final June 2017 budget to actual statement and an overall review of the Bridge Enterprise FY 2016 -17 financial transactions for Fund 538.

 Expenses for program management activities were $1,322,715  CDOT/BE staff time totaled $173,010  Operating expenses totaled $724  Trustee fees for the 2010A bonds were $3,629

See Attachment A for a final copies of the completed June 2017 Fund 538 budget to actual statement.

Next Steps  Based on the $728,873 surplus identified through the revenue reconciliation process, OFMB staff will distribute the surplus to the appropriate cost centers and budget pools.  Staff will bring a draft FY 2018-19 budget for Fund 538 to the Board for review and comment in November.

Attachment A: Adopted FY 2016-17 FASTER Bridge Enterprise Budget to Actual-June 2017

126 of 130 Attachment A: Adopted FY 2017 FASTER Bridge Enterprise Budget to Actual For the Period ended June 30, 2017 Unaudited

FY2017 Adopted Budget Current Fiscal Year Actuals YTD % of Budgeted Remaining Revenues Revenue Expenditures Current Month YTD Expenditures Budget

FY 17 Estimated FASTER Bridge Revenues $ 102,100,000 $ 464,038 $ 103,985,122 102% $ (1,885,122) Interest Earnings $ 3,500,000 $ 40,261 $ 2,576,343 74% $ 923,657 Miscellanous Revenue $ - $ - $ 93,011 N/A N/A Federal Subsidy for Build America Bonds $ 6,000,000 $ 5,941,549 $ 5,941,549 99% $ 58,451 Federal and Local Funds $ 15,000,000 $ - $ 14,732,848 98% $ 267,152

Total FY2017 Revenues $ 126,600,000 $ 6,445,848 $ 127,328,873 101% $ (728,873) Expenditures Program Management $ 1,772,564 $ 79,584 $ 1,537,661 87% $ 234,903 - BE Program Management - AECOM $ 1,500,000 $ 78,610 $ 1,322,715 88% $ 177,285 - CDOT/BE Staff $ 181,564 $ 974 $ 173,010 95% $ 8,554 - AG Legal $ 50,000 $ - $ 23,501 47% $ 26,499 - Annual Audit $ 11,000 $ - $ 17,710 161% $ (6,710) - Operating Expenses $ 10,000 $ - $ 724 7% $ 9,276 - Other Consulting $ 20,000 $ - $ - 0% $ 20,000 Regional Scoping Pools $ 300,000 $ - $ - 0% $ 300,000 $ - Bonding Program $ 18,239,000 $ - $ 18,237,629 100% $ 1,371 - Debt Service $ 18,234,000 $ - $ 18,234,000 100% $ - - Trustee $ 5,000 $ - $ 3,629 73% $ 1,371 Maintenance $ 250,000 $ - $ 88,765 36% $ 161,235

Preservation Program $ 100,000 $ - $ - 0% $ 100,000

Total Expenditures $ 20,661,564 $ 79,584 $ 19,864,055 96% Revenues Less Expenditures, Available for Projects $ 105,938,436 $ 6,366,264 $ 107,464,818

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DATE: SEPTEMBER 21, 2017 TO: THE TRANSPORTATION COMMISSION FROM: HERMAN STOCKINGER, CHIEF FINANCIAL OFFICER (ACTING) JOSH LAIPPLY, CHIEF ENGINEER SUBJECT: FUND 400 CASH BALANCE - INFORMATIONAL MEMORANDUM

Purpose This memo summarizes information related to the Cash Balance Threshold Policy for the period ending July 2017 for Fund 400 only. Action No action is requested or required of the Transportation Commission (TC) regarding this item. Summary The total cash balance in Fund 400 (Construction) at month end July 2017 was $346 million, versus a forecasted amount for this month of $335 million. This cash balance is $11 million above the forecasted amount, and $96 million above the TC minimum cash balance target of $250 million set for this period. Overall, contractor project expenditures for CY 2017 have decreased since last month, down to $635 million from data provided from the PMO office. The majority of the decrease in those expenditures are due to decreases in Flood Recovery and C-470 project expenditures. CDOT did receive the final SB-228 transfer the 15th of July in the amount of $79 million, and Federal redistribution amount of $44,872,399. Changes in C-470 expenditures moving to later months has pushed the low risk item, previously identified in October 2017, to now occur in May 2018. Staff will continue to monitor the risk item and communicate any changes in the future. Figure 1 below depicts the projected cash balance forecast against the (green area) cash balance targets.

Figure 1 – Fund 400 Cash Balance Forecast With SB 17-267

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Forecast Model Parameter Updates

State and Federal Revenues: CDOT did receive the final distribution of the SB 09-228 transfer of $79 million in July 2017, and the remaining future transfers have been eliminated with SB 17-267. CDOT did receive the Federal redistribution in the amount of $44,872,399 (see the “Redistribution Fact Sheet” in Budget Workshop materials this month for further information). Staff is currently in the process of fully obligating all federal funds by end of September and processing reimbursements into cash. For cash modeling purposes, staff has affected the assumption of receiving SB 17-267 funds starting July 1st of 2019, and expenditures to start within the same fiscal year. See Table 1 for summary of those distribution amounts. Note: any delay in receiving SB 17-267 funds will result in a reduction of cash in Fund 400. For example, it is projected if SB-267 fund transfer delays by three months, Fund 400 will be around $42 million in September 2018 without additional expenditure adjustments. Table 1 – SB 17-267 Forecasted Receipts and Disbursements*

$ Millions F orecast Debt Service FY 2018-19 $380.0 $28.5 FY 2019-20 $500.0 $50.0 FY 2020-21 $500.0 $50.0 FY 2021-22 $500.0 $50.0 Total: $1,880.0 $178.5

*This only includes four years of debt service, not the total

Fund 400 Expenditures: Department staff will continue monitoring the expenditure plans for large projects such as Central 70, I-25 North, I-25 South, C-470, and the Headquarters and Regional Office projects. The total CDOT expenditure forecast for CY 2017 is compiled by the Project Management Office (PMO) and validated using CDOT Contract Payout Model. Project data is compiled and consistent with the PMO practice to adjust downward this expenditure forecast by 10%, the estimated expenditures to expend through Fund 400 in the remaining month of CY 2017 is $635 million. See Table 2 for a summary.

Table 2– Fund 400 Forecasted Expenditures under Existing and New Construction Contracts* E xpendi ture Schedul e 2015 Actual 2016 Actual 2017 F orecast 2018 F orecast 2019 F orecast PM O Grade A $697,910,724 $668,627,176 $635,000,000 $287,000,000 $60,000,000 PM O Grade B $0 $0 $0 $355,700,000 $300,400,000 OCM Grade C $0 $0 $0 $0 $267,000,000

Total Expenditures $697,910,724 $668,627,176 $635,000,000 $642,700,000 $627,400,000 Year Over Year % Change -4.20% -5.03% 1.21% -2.38% *This includes only Fund 400 expenditures. It excludes Bridge enterprise projects. The Grade A expenditure category is SAP project expenditure data reviewed and validated by PMO. Grade B is PMO un-reviewed project data. Grade C is the expenditure schedule that is set by the forecast model to keep within the approved target thresholds of PD703.0.

Next Steps Department staff will continue monitoring the cash balance, and report significant changes in the forecast to the Transportation Commission in the Information Tab of the TC packet.

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4201 E. Arkansas Ave., Rm. 227 Denver, CO 80222

DATE: September 21, 2017 TO: Transportation Commission FROM: Mark Imhoff, Director, Division of Transit & Rail SUBJECT: Volkswagen Settlement

Purpose The purpose of this memo is to provide the Transit & Intermodal Committee with information about the Volkswagen settlement

Action Informational memo, no action requested

Background Volkswagen has agreed to settle some of the allegations that it violated the federal Clean Air Act by selling vehicles that emit more air pollution than the Clean Air Act allows, and by cheating on federal emission tests to hide the excess pollution. The affected vehicles exceed emission limits for nitrogen oxides (NOx), a pollutant that harms public health and forms ozone or smog.

The state of Colorado expects to receive $68.7 million in settlement funds following resolution of the Volkswagen emissions scandal. The Colorado Department of Public Health and Environment has been designated as the state’s lead agency to implement the trust. CDPHE partnered with the Colorado Department of Transportation, the Colorado Energy Office, and the Regional Air Quality Council to develop a spending plan known as the Beneficiary Mitigation Plan (BMP). Over the last several months, CDPHE and its partner agencies developed a draft BMP which is now open for public comment. More information can be found here: https://www.colorado.gov/pacific/cdphe/news/VW-settlement

Details The draft BMP divides the state allocation into five funding categories: 1. $10.3 million (15%) for electric vehicle charging infrastructure 2. $18 million (26%) for alternative fuel medium/heavy-duty vehicle replacements 3. $18 million (26%) for alternative fuel transit bus replacements 4. $5 million (7%) to reduce emissions from non-road diesel engines or diesel equipment 5. $12.2 million (18%) reserve fund that would be allocated to eligible projects based on demand

For improved efficiency, funding will flow through existing programs. For instance, the funds for alternative fuel transit buses will become part of DTR’s annual competitive application process. Colorado estimates that implementation costs of the program will total approximately $5.2 million, which accounts for 7.5% of the trust, which is less than the 15% allowed.

Funds will be distributed statewide and there will be no geographic targets or quotas. We anticipate that project awards will likely be dispersed in line with the population distribution of the state – with approximately 80% along the Front Range.

Next Steps CDPHE will accept comments on the draft BMP until October 13th and will then submit the plan to the VW Settlement Trust for approval. We anticipate that funds will be distributed in calendar year 2018.

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