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SH121 Toll Project 1

PROJECT DEVELOPMENT PLAN

Table of Contents C.1 Project Management Plan ...... 1

C.1.1 General Project Management ...... 1

C.1.2 Mentoring and Job Training ...... 23

C.1.3 Management of Design ...... 26

C.1.4 Management of Construction ...... 29

C.1.5 Management of Operations ...... 32

C.1.6 Maintenance Management ...... 40

C.1.7 Schedule, Cost Control and Quantity Estimating ...... 43

C.1.8 Public Information and Communications ...... 46

C.1.9 Risk Management ...... 53

C.1.10 Environmental Management Plan ...... 54

C.2 Quality Management Plan ...... 59

C.2.1 Design and Construction Quality ...... 59

C.2.2 Operations and Maintenance Quality ...... 65 C.3 Technical Approach ...... 69

C.3.1 Design and Construction Plan ...... 69

C.3.2 Operations and Maintenance Plan ...... 84 C.4 Milestone Schedule ...... 94

Exhibits

Exhibit A Risk Matrices

Exhibit B Design Quality Procedures

Exhibit C Tolling Scheme

TXDOT SH121 TOLL PROJECT i PROJECT DEVELOPMENT PLAN

Figures

Figure 1 Organization Structure Designed to Enhance Communication ...... 3 Figure 2 Developer’s Organization Chart - Management ...... 10 Figure 3 Developer’s Sub-Organization Chart - D&C ...... 13 Figure 4 Developer’s Sub-Organization Chart - Roadway Operations ...... 14 Figure 5 Developer’s Sub-Organization Chart - Customer Operations ...... 15 Figure 6 Developer’s Sub-Organization Chart - Systems ...... 15 Figure 7 Developer’s Sub-Organization Chart - Finance ...... 16 Figure 8 D&B Team’s Org. Chart during Design ...... 18 Figure 9 D&B Team’s Org. Chart during Construction ...... 19 Figure 10 Integrated Management System ...... 33 Figure 11 Location of Proposed Facilities ...... 35 Figure 12 Sample Logos ...... 52 Figure 13 Design Quality Org. Chart ...... 61 Figure 14 Construction Quality Org. Chart ...... 62 Figure 15 Technical Assistance Org. Chart ...... 63 Figure 16 Quality Management of O&M ...... 63 Figure 17 Sample KPI Dashboard ...... 66 Figure 18 Sample of Aesthetics Treatment ...... 70 Figure 19 SH121 Mainlanes ...... 71 Figure 20 US75 Mainlanes ...... 71 Figure 21 SH121 Frontage Roads ...... 72 Figure 22 US75 Frontage Roads ...... 72 Figure 23 Proposed Treatment of Structures ...... 73 Figure 24 Liaison with Stakeholders ...... 87 Figure 25 Inspection and Reaction Flowchart ...... 88 Figure 26 Maintenance Management Processes Flowchart ...... 92

Tables

Table 1 Key Personnel ...... 19 Table 2 Vehicles, Machinery and Equipment ...... 38 Table 3 In-house Workforce ...... 42 Table 4 Developer Liaison Representatives ...... 43 Table 5 DNT Interchange Parameters ...... 83 Table 6 Other Road Assets Renovation Times ...... 93

TXDOT SH121 TOLL PROJECT ii PROJECT DEVELOPMENT PLAN

C.1 PROJECT MANAGEMENT PLAN

C.1.1 GENERAL PROJECT MANAGEMENT

For purposes of this Technical Proposal, the following terms will be used to apply to the corresponding entities:

Proposer = Cintra Concesiones de Infraestructuras de Transporte S.A.;

Developer = a yet-to-be formed special-purpose legal entity that will execute the CDA for the SH 121 Toll Project;

D&B Team (Design and Build Team) = Ferrovial Agroman S.A., W.W. Webber LLC and Othon Inc.

Cintra is a global leader in developing transportation Ferrovial Agroman applies the highest safety and quality infrastructure. With almost forty years of experience standards and the latest technology to both the design and in the toll industry, twenty-three concessions in eight construction of its projects. countries and 1,531 center line miles of toll roads under its management, Cintra has the ability to draw on an In 2005, Ferrovial Agroman made a major commitment to unparalleled base of resources. Cintra has a distinct Texas through the acquisition of W.W. Webber, LLC. W.W. reputation for developing innovative solutions to complex Webber is a highly-respected Houston based contractor initiatives by leveraging its experience, personnel and with experience that includes some of TxDOT’s largest fi nancial strength across the organization and bringing that projects. Both Ferrovial Agroman and W.W. Webber global experience to bear on each project it undertakes. have been working together to realize the benefi ts of One of Cintra’s greatest strengths is its project management combining Webber’s Texas experience with Ferrovial’s expertise. This management extends to every aspect of international design-build experience into a cohesive D&B a concession - or in the case of Texas, a comprehensive Team. The team of employees at each group is anxious to development agreement – including, fi nancing, design, apply this unique combination of skills to the successful construction, operation and maintenance. Consistently implementation of the SH 121 project. teaming with its sister company, Ferrovial Agroman, Othon, Inc., Consulting Engineers, has operated in Texas SA, and now W.W. Webber, LLC., has allowed Cintra to since 1980. Othon’s staff of over 80 professionals is develop an approach to project management that has been experienced in designing large infrastructure projects, tested, improved and refi ned over several decades and on including toll roads. The fi rm has participated in notable more than twenty concessions. This is unique among all transportation projects including the IH10 Katy Freeway competitors in the toll industry. This construct generates Expansion Project, METRO’s Light Rail, and the Bridge well-established effi ciencies and value that accrue to the Inspection for the Rickenbaker Causeway in Miami, Florida, owner’s benefi t, in this case the State of Texas and its among others. Othon is a Minority Business Enterprise traveling public. certifi ed by the State of Texas (HUB) and TxDOT (DBE) and Ferrovial Agroman is one of Europe’s most respected has been ranked by the Houston Business Journal as one organizations. Based in Spain, it is a leading construction of the largest Minority-Owned Businesses and top 100 company with a 70 year history and more than 40 years Small Businesses. of expertise developing projects in international markets.

TXDOT SH121 TOLL PROJECT 1 PROJECT DEVELOPMENT PLAN

Concurrently with the submission of this Proposal, the purchase/lease and (ii) the interests of the investors, who Proposer has submitted a separate letter to TxDOT are typically pension funds or insurance companies seeking requesting TxDOT’s approval of the participation by steady returns over the long-term. Another critical element JPMorgan SH 121 LLC in the Project as an equity of the JPMorgan Infrastructure Investments Fund’s strategy investor with up to a 15% equity interest in the Developer. is to focus on building long-term partnerships with leading JPMorgan SH 121 LLC is a newly-created special purpose strategic toll road companies like Cintra. The US-based entity that is a subsidiary of IIF US Holding LP, an entity presence, “local” insights, fi duciary platform and long- advised by J.P. Morgan Investment Management Inc., a term structure enable JPMorgan Infrastructure Investment member of JPMorgan Asset Management. JPMorgan Fund to act as preferred fi nancial partners for the toll road Asset Management is the brand name for JPMorgan sector’s leading strategic players, many of which are non- Chase & Co.’s asset management business worldwide, U.S. entities. an investment fi duciary that currently manages in excess This Proposal is not conditioned upon TxDOT’s approval of $930 billion in assets on behalf of its global client of JPMorgan’s participation in the Project and remains base. JPMorgan’s Infrastructure Investments Fund (IIF unqualifi ed and unconditional. If for whatever reason TxDOT US Holding LP) offers its institutional and high net worth elects not to approve JPMorgan’s participation in the investors a moderate risk, diversifi ed, long-term approach Project, this Proposal will not be affected and the Proposer to infrastructure investing. will remain committed to the Project in accordance with JPMorgan Asset Management’s Real Estate and this Proposal. Infrastructure Group is one of the world’s largest real estate investment advisers with over $43 billion in current assets under management and holdings in a broad array of multi-family, offi ce, warehouse/industrial, retail properties and parking facilities throughout the United States and Europe. The Infrastructure Investments team has access to the Real Estate and Infrastructure Group’s systems, resources, and network with developers and operators, including its research, engineering, local planning, zoning, development and infrastructure knowledge and competencies; its marketing, fi nancial reporting, and client service know-how and capacity. The Real Estate and Infrastructure Group currently holds over $2 billion in assets in Texas, of which almost $1.5 billion are in the Dallas-Fort Worth area.

The JPMorgan Infrastructure Investment Fund’s core strategy is to invest in infrastructure assets like SH 121 that can deliver steady returns for our investors over the long-term. Unlike the typical closed-end fund with a 10-12 year term, the JPMorgan Infrastructure Investments Fund is structured as an open-end fund with no fi xed termination date. This strategy/structure mirrors (i) the risk/return characteristics of the infrastructure assets targeted for

TXDOT SH121 TOLL PROJECT 2 PROJECT DEVELOPMENT PLAN

C.1.1.a Communication resources to execute those decisions relating to his or her within Developer’s team functional area.

Team Integration – A Distinct Advantage for Effective At all times during construction there will be a single Communication: Effective communication among Team managing member of the Developer, the D&C Director, members is undeniably a critical success factor in responsible for all instructions and communications implementing a CDA. In fact, Grupo Ferrovial regards between the Developer and the D&B Team. This clear improved communication as one of the major benefi ts channel of communication ensures a fl uid and controlled of having Cintra and Ferrovial Agroman under the same fl ow of information concerning the project development. corporate structure. This now extends to its Texas subsidiary, W.W. Webber. The measure of this benefi t is During the operations and maintenance phase of the demonstrated in the fact that Cintra has always completed project, the Roadway Operations Director will carry out its projects on budget and provided service commencement these same functions with his personnel which will all be dates in most cases ahead of schedule. The management direct employees of the Developer. The Chief Information personnel of Cintra, Ferrovial Agroman and Webber already Offi cer will have full responsibility for all communications have a strong working relationship and communicate with NTTA. regularly. The same can be said regarding Othon as Cintra, Leveraging Innovations across both Projects and the Ferrovial Agroman and Othon, have already successfully Organization: Beyond organizational synergies, Developer’s teamed on other major CDA projects in Texas. This strong ‘Thors’ system is a key tool for leveraging performance relationship among the D&B Team will be further enhanced data between projects and for ensuring the value of its on the SH 121 project by the formal communication forty years of concession management experience benefi ts programs described below. all future projects. Further explained in the following section c.1.5.d, Thors is an SAP based package used The Developer’s organizational structure, developed over for comprehensive data gathering from the Developer’s the course of several decades and multiple projects, is Toll Roads throughout the world. This benchmarking tool specifi cally designed to ensure teamwork and clear lines allows personnel on any of Developer’s projects to retrieve of authority and responsibility, and clear channels of technical information from any other project in the world. communication for each critical element of operations. For example, major policy decisions are developed by Another important communication tool to be employed the Board of Directors, including the CEO. Those major on the SH 121 project is the Proposer’s ‘Knowledge policy decisions are then conveyed by the CEO down to Management’ system. This system captures and the operational directors in weekly staff meetings. Each disseminates productive ideas from across not only its operational director has the responsibility, authority and Toll Road businesses, but also from other market sectors

Figure 1. An Organizational Structure Designed to Enhance Communication:

TXDOT SH121 TOLL PROJECT 3 PROJECT DEVELOPMENT PLAN

and other organizations at home and abroad (including such as weekly toolbox talks and safety briefi ngs are supply chain partners). Proposer has developed this highly conducted on a regular basis. Special-purpose meetings will effective means of ensuring staff and partners pass along also be held prior to critical activities such as major traffi c the benefi t of each innovation through the ‘Knowledge shifts. Bank’. The Knowledge Bank is an extranet system for All construction and operation management personnel disseminating new ideas and useful information, including down to the crew foreman will be provided with advanced a forum of A-Z of ‘discipline experts’. Additionally, Proposer communication devices to facilitate communications and holds annual Technical Sessions where Proposer’s global coordination throughout the organization as well as with concession management team convenes to share relevant subcontractors. All maintenance vehicles will also have GPS experiences, solutions to problems and innovations. Thus, tracking systems allowing the traffi c management center to the SH 121 project will reap the benefi t of a worldwide identify in real time the exact location of each vehicle. portfolio of concessions and experience. Creating and Supporting the Skills for effective Cintra will also implement a Project Extranet system communication within the Team: On all its projects, accessible through the project website c.1.8, which enables Ferrovial Agroman conducts bi-annual Service Performance all team members to access and store project data, Review workshops for the benefi t of all team members. progress meeting minutes, draft text and drawings. These are attended primarily by senior management representatives. Any areas of concern identifi ed in these C.1.1.b Personnel and Project Control high-level workshops are recorded and remedial actions (1) Provide the experienced personnel, facilities, and are identifi ed and raised quickly with owners (in this case equipment and the integration of the same to complete TxDOT) if necessary. each aspect of the Project, Proposer is additionally committed to improving the Concession Personnel - CINTRA currently employs over communication skills of all team members it works with. 2900 people and operates 23 concessions around the To this end, it has developed a series of ‘Relationship world, including four in North America. This base of skilled Management Skills’ workshops attended by management personnel will be drawn upon to staff the SH 121 project. personnel and key stakeholder representatives. The purpose Already identifi ed Cintra managers will build a team of the training workshops is to help managers develop combining local hires representing the place of operation, long-term relationships with clients and sub-organizations. local knowledge and an important skill set based on Proposer also has a program open to all team members Texas-values with a group of workers skilled in concession called ‘Insights’. ‘Insights’ introduces skills to ensure management. This approach of combining local and productive interaction among team members with differing globally-trained managers and operators has proven critical personality types. As with all projects, these programs to Cintra’s long-term success. would be utilized for the benefi t of SH 121 personnel. Design-Build Personnel - W.W. Webber and Ferrovial Communication Tools: Formal communication is achieved Agroman already have in place the core personnel to through an organized schedule of monthly, weekly and immediately begin implementation of the SH 121 project. daily meetings (as appropriate based on the activity) at W.W. Webber has several teams located in the Dallas- all levels and disciplines of the organization. To expedite Fort Worth area. As permitted by the commitment to communications, the scheduling and documentation of existing projects, many of the experienced personnel meetings are conducted through the use of an electronic currently working there will be transitioned to the SH 121 document management system compatible with TxDOT’s project. Webber has more than 1000 full time employees system. In addition to these formal meetings, fi eld meetings throughout Texas. Ferrovial Agroman also has a worldwide

TXDOT SH121 TOLL PROJECT 4 PROJECT DEVELOPMENT PLAN

total of nearly 13,000 construction personnel that will successful history of teaming with this approach to projects, be drawn on for management and technical expertise. specifi c personnel that have worked together elsewhere Othon has offi ces in both Dallas and Houston with design will be working together on SH 121. Furthermore, Ferrovial personnel that have already been working on this project. Agroman has well-developed expertise in effectively This experienced team of engineers would immediately coordinating the tasks of a large group of subcontractors. transition to the project should the Developer team be This is one of their primary strengths. successful in the award of this project. Once the subcontractors are part of the D&B Team, the The Developer team will set up a project offi ce immediately Quality Management Plan communicates the information after NTP1. Based on existing work in Texas, Cintra and for effi cient project execution, e.g. project objectives; how W.W. Webber already have in place the systems and these objectives will be achieved; what work is expected employees to immediately begin the recruitment and hiring from each team member involved; program constraints; the of additional qualifi ed project personnel. There will be no activities to be carried out and any procedures or guidelines delay in forming the larger project team. to be followed. It also sets out in a very clear format how work will be checked and monitored. Equipment – Again, because of a pre-existing commitment to developing Texas’ transportation infrastructure, D&B Pursuant to the Quality Management Plan and prior to Team members already own extensive equipment fl eets beginning work, all sub-organizations receive a Briefi ng that will be used for this project - that includes over 390 Statement and are trained to work in accordance with the vehicles and 1100 pieces of construction equipment already overarching Project Management Plan. Briefi ng Statements stationed in Texas. The D&B Team also has at its disposal educate subcontractors on the following matters, among several mobile concrete batch plants, asphalt mixing plants, others: functional requirements of the project; principal a fi xed portable concrete traffi c barrier production facility, design and work elements; applicable statutory regulations; and several slip form paving machines. In addition to the appropriate construction material and grades; computer appropriate deployment of this existing fl eet, new equipment programs to be used; health & safety requirements, etc. will be purchased for the project. The D&B Team already Each subcontractor is required to appoint a designated has long-standing relationships with major equipment representative to the project. Once a subcontract is signed, suppliers and has the resources necessary to immediately that subcontractor is added to the distribution list for the acquire additional equipment. appropriate documents such as drawings, specifi cations, Facilities – The members of the D&B Team have existing schedules and contract related documents. They will also offi ces in Dallas, Austin and Houston. Prior to setting up the have appropriate access to the Project Extranet system. project offi ce, the D&B Team will use these facilities to hold The project baseline schedule is used as a powerful tool to coordination meetings and to perform preliminary work. control and coordinate subcontractors. Each subcontractor Project work would continue immediately upon conditional will be assigned the responsibility for their activities within award allowing the team to provide a very aggressive the project schedule and a schedule fi ltered to show only schedule. their activities will be provided and updated for their use (2) control and coordinate the various subcontractors, as needed. The work completed by the subcontractors will be summarized by the Segment level management During construction, Developer coordinates with only one and forwarded to the Project Scheduler on a weekly basis. major contractor, Ferrovial Agroman (which includes its This approach allows the Developer team to continuously Texas subsidiary W.W. Webber). Ferrovial Agroman then track the performance of the subcontractors and to identify coordinates the activities of all major subcontractors. Not activities that may require more resources before those only do Cintra and Ferrovial Agroman have a long and activities affect the overall schedule.

TXDOT SH121 TOLL PROJECT 5 PROJECT DEVELOPMENT PLAN

From start of operations the Developer will implement an Information (RFI) to the Developer when insuffi cient Integrated Management System defi ning the process by information has been provided about an issue. which it selects and subsequently manages and monitors • Meetings with TxDOT and the Independent Engineer subcontractors’ performance. These mandatory processes include a vetting process which gives consideration to - Period Design and Construction Progress Meetings will be conducted. Attendees will be quality, technical capability, resources (eligibility), health and TxDOT, the Developer, the Design-Build Team, and safety, environmental, and corporate culture. Although all the IE. Subcontractor representatives may also be subcontractors operate under the Integrated Management invited to attend these meetings as necessary. System, where discrete services are delivered by partners in their own offi ces, it is a sub-contract requirement that they - The Developer’s representative shall arrange other meetings as necessary, e.g. traffi c control, undertake internal and 3rd party project / system audits public relations matters. Attendees at these ad (both by Ferrovial Agroman and TxDOT). This provides hoc meetings may include relevant governmental Ferrovial Agroman and TxDOT complete confi dence in entities, Interested Parties, Road Users, Public quality control procedures. Services provided will be Transportation Operators, Resident Associations, checked and reviewed in accordance with: (i) service Public Representatives, Landowners and so forth. delivery Quality Plans; (ii) adherence to stated time and The Project Extranet will be used for those involved in the cost targets; (iii) conformance with specifi cations; (iv) maintenance of the roadway, concerned landowners, or compliance with contractual and statutory obligations; and governmental agencies. This will include a newsletter of (v) general approach and co-operation. updates, an email list server, and a special web site. This (3) interface with TxDOT, its consultants, and relevant tool will make everyone aware of any signifi cant upcoming federal, State, and local agencies, events, emergency events, provide data, and be a place to request information. Project-related documents will also be Although not required for the proposal, the Proposer has regularly posted on the Project Extranet to be reviewed by already prepared a preliminary Project Management Plan TxDOT and other stakeholders. which details the interface with TxDOT, its consultants, and relevant federal, State, and local agencies. These draft plan All communications with Federal, State and Local Agencies, components have been included in section D Appendices to Cities and Counties will be dealt with following the the Technical Proposal. The proposed approach is a further procedures described in section c.1.8 of the document. refi nement of the approach Proposer has effectively used During operations, the Roadway Operations Director and his in the past to interface with TxDOT on such projects as the staff will be the single point of contact with police and fi re TTC-35. departments for emergencies. The Developer’s ITS system The Developer will prepare and agree to a task-specifi c allows for real-time assessments of traffi c and weather Consultation & Liaison Strategy with the TxDOT Project conditions. This data can be provided to local authorities Leader and use the Audience & Stakeholder Database to assist in emergency situations such as ice storms, to ensure that effective communication and consultation evacuations or other unforeseen contingencies. Assisting in is carried out at the appropriate time in a systematic and the safety of the traveling public is a primary consideration consistent manner. The Liaison Strategy that the Developer of the Developer. intends to establish with TxDOT and/or the Independent (4) interface with affected and applicable railroads and Engineer (IE) will utilize the following concepts: utility owners, • TxDOT’s or the IE’s Requests for Information - TxDOT or the IE may issue Requests for It is understood that any interface with the affected railroads will be limited mainly to obtaining necessary approvals to

TXDOT SH121 TOLL PROJECT 6 PROJECT DEVELOPMENT PLAN

bore under the railroads for installation of ITS duct banks. project in Ireland (completed in 32 months, 10 ahead of Contact with the railroads will be made soon after NTP1 to schedule). assure that the necessary approvals and arrangements are More specifi cally with respect to project cost, TxDOT in place prior to the beginning of construction work. has structured the CDA contract in a manner to take full The preliminary utility confl ict analysis conducted by advantage of one of the primary benefi ts of the concession the Developer team indicates that the affected utility model – namely, any cost overruns are borne by the owners are primarily in the areas of the US75 and DNT concessionaire. In this case, the Proposer has a fi xed cost interchanges. Because relocation of utilities that are in contract for the design and construction of SH 121 with the confl ict is on the critical path for Segment 4, the utility D&B Team. If there are costs overruns, those will be borne investigations will begin within 30 days of receiving by D&B Team. While no cost overruns are anticipated, conditional award including contacting the affected utilities the D&B Team is fi nancially capable of absorbing any and the preparation of utility assemblies will begin shortly cost overruns on a contract the size of SH 121. Even in thereafter. Since the design of the relocations at the US 75 the completely unprecedented case of a contract default, interchange is critical, this activity will be advanced and will TxDOT has the additional assurance of the guaranties occur in parallel to the rest of the design process with the provided. Again, this allocation of risks is the staple of the aim of starting the relocation of utilities as the fi rst major Proposer and is something it is comfortable accepting with construction activity. no reservations whatsoever.

During operations stage, the team’s Customer Operations Because of the nature of the concession model, the Director and the Roadway Operations Director will liaise Developer also has a signifi cant incentive to complete the directly with affected parties, following the procedures project on schedule. Because SH 121 will be a revenue- established in the Public Information and Communications generating asset, any delay in completion reduces the Plan. project’s income. This loss of income is borne entirely by the Developer, not TxDOT. Again, the concession model (5) control Project schedules and minimize Project costs, by its very nature works to ensure project completion at or and ahead of schedule. Completing projects on-time and at or below cost is With this being the case, the Proposer and the D&B Team’s the end-product of the systems described thus far in historical success on concession projects is a function of this section c.1.1 (e.g. the organizational structure for having a well-defi ned process in place that ensures on- enhanced communication within the D&B Team, the schedule project completion. This process is defi ned in existing infrastructure in Texas necessary to execute a the Proposer’s submitted preliminary Project Management project of this size and scope, the Quality Management Plan (PMP) covering Detailed Design, Planning, Scheduling, System used to procure and coordinate subcontractors, Safety, Quality Control, Procurement, Subcontracting, the Design & Construction Quality Plans whereby the D&B Cost Control, Document Control, Project Accounting and Team communicates project requirements, etc.). The most Reporting. Since minimal additional ROW will be required for complete statement the Proposer can make in this regard Segments 1 through 4, construction can begin as soon as is that in the twenty plus design-build projects Cintra and the required components of the PMP are approved, and the Ferrovial Agroman have undertaken as a team, not only minimum necessary detailed design is completed. have all been completed on schedule and within budget, several signifi cant projects were completed well ahead of The following four key principles underlie the philosophy of schedule, including the 407ETR in Canada (completed the Developer’s PMP: in only 27 months, 4 ahead of schedule) and the N4/N6

TXDOT SH121 TOLL PROJECT 7 PROJECT DEVELOPMENT PLAN

• Plan: Schedule and cost baselines are established in stage, with particular attention to minimizing the borrow suffi cient detail to account for the full defi nition of scope requirements. with acceptance and ‘buy-in’ of all team members. For the works in Segments 1 and 2, the analysis includes • Measure: Progress is monitored on a regular basis assessing the market to assure multiple qualifi ed and measured against schedule and cost baselines. subcontractors are available to perform critical activities • Report: Variances are reported regularly to such as installation of ITS duct banks, and the appointed confi rm the adequacy of contingencies and Toll Collection Systems. For Segment 3, this analysis probability of meeting the schedule. focused on locating potential borrow sources as well as • Mitigate: Corrective actions are taken detailed discussions with prominent local earthworks to mitigate any deviations. contractors. The Proposer has received letters of support from these and many other contractors [see Appendix D.3]. (6) comply with applicable Laws and requirements; For Segment 4, plan drawings and a four phase process The Proposer has prepared a Preliminary Environmental have already been developed for the US 75 interchange Management Plan for construction and operations which reconstruction [see Appendix D.2 and the attached have been included in Appendices D.4.11 and D.4.12. This animation video]. plan outlines in detail the applicable Laws and permitting The Proposer has done advanced planning for the Quality requirements as well as the Proposer’s specifi c plan to and Environmental Plans. This advance work allows the comply with those requirements. Proposer to commit to submitting the Design Quality Plan, The Proposer is aware of all applicable laws and regulations and the Environmental Management Plan for approval within as all team members have worked extensively in the 30 days of receiving conditional award. U.S. and Texas. The Proposer is fully and unequivocally committed to comply with those laws and regulations. C.1.1.d Third party coordination Furthermore, the Developer will have as part of its team a Upon conditional award the Developer team will begin reputable legal advisor on an ongoing basis. procuring the initial permits and approvals to begin construction. Permitting activities, particularly concerning C.1.1.c Completion deadlines waterways, have been duly considered in preparing The Proposer has already undertaken identifi cation of all the work schedule. Both the cost and the duration of critical project development activities and has signifi cantly the process are well known and have been specifi cally advanced those activities to allow the team to begin work investigated for SH 121 issues. The Developer Team will immediately upon any conditional award of the contract. prioritize permits based on those most affecting critical path This methodology has been applied to all facets of the activities. design and construction including the preparation of the Although not required by the RFP, the Developer team has PMP components, design, permitting, scheduling and already prepared a draft of the Environmental Management construction planning. Plans for Construction & Operations which has been With regards to design, the team’s overall approach is to included in [Appendices D.4.11 and D.4.12]. This plan avoid any changes that would result in an environmental re- outlines in detail the Developer’s plan to manage permitting evaluation or a deviation from existing permit requirements. and third party coordination and approvals. This approach will streamline the completion of the design Construction work overlapping with other contractor’s and acquiring the necessary permit approvals. The Proposer (Austin Road & Bridge LP, Mario Sinacola, etc.) within has also advanced the design process during the proposal the limits of this project will be coordinated by the project

TXDOT SH121 TOLL PROJECT 8 PROJECT DEVELOPMENT PLAN

management team. This will occur mainly in Segment 2 C.1.1.f Organization Chart of the project at a fi rst stage and possibly within other The Developer will establish an organization that will ensure Segments when future contracts will be exercised. The a fast, safe, and reliable transportation route serving project management team will stay in close contact with millions of commuters, various industries and geographical those organizations in order to plan their work not to markets. In order to achieve these goals the organization’s have any negative affects on each others production, management will be divided in the following fi ve areas operations, and safety. This will be accomplished by (see Figure 2: Level I - Developer’s Organization Chart assigning personnel of the project management team – Management): to be responsible for periodically meeting with the other contractors and discussing ours and their schedule to avoid • Roadway Operations: to make sure that users and confl icts. Any confl icting work will be resolved between ride in a safe road, traffi c is smooth and that in all parties and agreed upon prior to commencing. case of accidents response is given urgently. • Customer Operations: we acknowledge the importance Engagement of local governments will be coordinated of customer service and the number of issues generated through the project manager team. When planned when having video tolling. We aim to respond to all construction will impact traffi c, local law enforcement, queries in a professional and timely manner. This area emergency management services, and municipalities will be will only be created in case the NTTA tolling agreement notifi ed. If necessary, meetings will also be held to discuss is not renewed after the initial 5 year period. any objections and to familiarize all parties of the proposed • Systems: Open Toll Roads rely strongly on sophisticated traffi c pattern deviations in order to minimize the impact technological equipment. Due to this fact it is important to make sure that all systems are operational at all times. C.1.1.e Operator infl uence on design • Finance and Administration: encompass all The Proposer and the D&B Team have already signed a regular support functions typical of any business Technical Annex to the Construction Contract setting forth (accounting, HR, buildings general services...). design specifi cations which impact roadway operations and maintenance. The items agreed upon include Pavement • Design & Construction: to make sure that the D&C Team builds the remaining portions of the road a.k.a. Segments Design, Drainage, Control Building, and Tolling infrastructure 3, 4 and 5 on time and according to quality requirements. location, IT systems and the civil works associated with those among others. In all cases the Developer holds the Each of these areas will have a head reporting directly to fi nal decision on all the aforementioned issues. the CEO.

During ongoing constructability reviews at design, the Developer’s managing staff and facility supervisory personnel will have continuing input to capture the “maintainability factor” of design details such as storm water management ponds, erosion mitigation methods, shoulder treatment at guard rail locations, concrete to asphalt pavement transitions, and structure approach slabs on embankments, substation and tolling site and traffi c signal controller locations.

TXDOT SH121 TOLL PROJECT 9 PROJECT DEVELOPMENT PLAN

(*) Only during the initial construction period (**) Only if the NTTA 5-year agreement is not renewed Figure 2: Developer’s Organization Chart – Management

This organization will be responsible to maintain continuous, • Being the principal point of contact in all matters 24 hours-per-day, 365 days-per-year, operations of on behalf of Developer responding to the IE, TxDOT or its Authorized Representatives the highest quality consistent with the best Toll Road management practices and the terms and conditions of • Being the ultimate decision maker, on behalf of the CDA. In addition, it will direct, coordinate, evaluate and the Developer, in case of emergency situations amend, when necessary, the responsibilities of Developer’s • Reporting regularly to the Board of Directors lower sub-organizations. The organization structure designed to implement the Project from Effective Date to Roadway Operations Director (ROD) the End of Term will include the following key management The ROD will be the head of the Roadway Operations full time positions: department taking care of roadway maintenance, traffi c Chief Executive Offi cer (CEO) operations, emergency response and winter operations. The ROD will be appointed between Conditional Award and The CEO will be the head of the SH 121 Toll Road Effective Date. The responsibilities and work of the ROD management and be full responsible for the prosecution of shall be: the Work, including Design Work, Construction Work and O&M Work. The CEO will be appointed between Conditional • Advise the CEO on the general operation of the Road Award and Effective Date. The responsibilities and work of • Supervise day-to-day routine and preventive maintenance the CEO shall include: • Manage emergency situations on behalf of the Developer • Being the ultimate responsible person for complying with the operational and fi nancial objectives of the Developer • Supervises any roadway renewal works performed during regular operation of the Road • Managing the project environment by to ensure that the best efforts are in place to coordinating design, construction, operations, achieve the scheduled completion date. commercial and fi nancial aspects • Liaise with the QA/QC Assistant for the roadway • Reviewing and approving the Project Management Plan related Management of Queries and Complaints as appropriate and manage the implementation of • Ensuring that quality and environmental objectives are any corrective actions arising from any audits. achieved. Attends the Management Review to assess the effectiveness of the Quality Management System. • Manage roadway contracts with external materials and service providers. Ensures that the Works carried out by • Recruiting and supervising the any subcontractor are in full compliance with the CDA. Developer’s management staff

TXDOT SH121 TOLL PROJECT 10 PROJECT DEVELOPMENT PLAN

Approves the Progress Payment correspondent to the • Take part in the Management Review to assess the Work performed during each period by any subcontractor. effectiveness of the Quality Management System

• Approves the Quality and Environmental documents Chief Financial Offi cer (CFO) that have any impact on operational issues. The CFO will be the head of the Finance and Administration • Attends the Management Review to assess the department taking care of fi nancial reporting, lenders effectiveness of the Quality Management System. relations, accounting, HR and general offi ce administration. • Coordinates with the QA/QC Assistant and the Technical The CFO will be appointed at Effective Date. The Manager for the Works to optimize performance. responsibilities of the CFO shall be: • Liaise with TxDOT’s Representative(s), the • Advise the CEO on any fi nancial issues IE, D&B Team and any other Third Parties that might affect roadway operations in relation to any roadway issues. • Financial control of the concession Chief Information Offi cer (CIO) • Ensure that working capital and operating The CIO will be the head of the Systems department cash fl ow are optimized ensuring that all systems are operational and that • Manage the compilation and review of information to be transferred to NTTA / Customers is annual budgets and forecasts ready and accurate. The CIO will be appointed between Conditional Award and Effective Date. The responsibilities of • Establishment of the fi nance function ensuring it is equipped, resourced, and skilled to the CIO shall be: provide the set of necessary services • Advise the CEO on the general operation of the • Manage the HR and general offi ce Toll Collection System and Back Offi ce administration functions • Advise the ROD on maintenance issues of the • Manage contracts with fi nancial, legal and tax Intelligent Transportation System (ITS) and advisors and consultants. Approves the payment the Traffi c Management Center (TMC). correspondent to the services provided • Supervise day-to-day operation of the Toll • Approve all Quality and Environmental documents Collection System and the Back Offi ce. that have any impact on fi nancial issues • Be responsible for the acceptable operation of • Take part in the Management Review to assess the the Information Technology System (ITS) and Toll effectiveness of the Quality Management System Collection System (Field and Back Offi ce). • Manage IT contracts with external materials and service Design and Construction Director (D&C Director) providers. Ensures that the Works carried out by any The D&C Director will be the head of the Design & subcontractor are in full compliance with the CDA. Construction department managing the D&C contract and Approves the Progress Payment correspondent to the Work performed during each period by any subcontractor. overseeing the D&B Team activities. The D&C Director will be appointed at Effective Date and will be discontinued • Supervises any IT renewal works performed at. TxDOT’s Final Acceptance of all Segments. The during regular operation of the Road to responsibilities of the D&C Director shall be: ensure that the best efforts are in place to achieve the scheduled completion date. • Advises the CEO on the progress of the Works carried out by the D&C Team to meet the construction program • Be aware of the rapidly evolving technology trends that could improve effi ciency of IT systems.

TXDOT SH121 TOLL PROJECT 11 PROJECT DEVELOPMENT PLAN

• Supervises the D&B Team to ensure that the • Take part in the Management Review to assess the best efforts are in place to achieve the scheduled effectiveness of the Quality Management System completion date ensuring that the Works carried out are in full compliance with the CDA In addition there will be an external Public Information Coordinator (PIC), as required by the CDA, appointed from • Approves the Quality and Environmental documents Effective Date to end of Term. The PIC will handle all public that have any impact on design and build issues statements. • Reviews inspections programs for the different phases • Advises the CEO on the status of the Public of the design and build works and will assist in the ongoing development of the Developer Supervision Plan. Information and Communications Plan. • Implements the Public Information • Liaise with the QA/QC Assistant for the and Communications Plan. Management of Queries and Complaints as appropriate and manage the implementation of • Liaison with relevant stakeholders, e.g. government any corrective actions arising from any audits authorities, relevant persons, interested parties, the public, the press and the media regarding the Work. • Attends the Management Review to assess the effectiveness of the Quality Management System. • Advises TxDOT’s Nominated Liaison Representative about public relations issues. • Approves the Progress Payment correspondent to the Work performed during each period by the D&C Team. • Arranges meetings with TxDOT, landowners, resident • Approves, if appropriate, the design variations proposed groups and other parties regarding traffi c control, construction, and other public relations matters. by the D&B Team so they are in compliance with TxDOT. • Reviews and approves the relevant sections of the • Liaise with TxDOT’s Representative(s), the IE, D&B Team and any other Third Parties in relation to any Quality and Environmental documents that impact public relations, information issues, and press-related matters. issues that fall within his/her responsibilities. • Lead the production, implementation, audit, quality Customer Operations Director (COD) control/quality assurance and update of the PICP. The COD will be the head of the Toll Customers department • Facilitate communication among Developer, taking care toll customer related issues. The COD TxDOT personnel including TxDOT’s Public will be appointed prior to expiration of the 5 year toll Information Offi cers, and Customer Groups. agreement with the NTTA if this one is not renewed. The • Interact with affected Customer Groups and represent responsibilities of the COD shall be: the interests of the Project at associated public • Advise the CEO on the overall customer satisfaction meetings and other formal and informal occasions. • Approves and submits the Customer Service Plan • Develop a “fi rst-hand feel” for public concerns and reactions regarding the Project and public • Supervise the toll Call Center and information program and incorporate that Invoicing/ Collection operations knowledge into improving the PICP. • Management of toll related Queries and • Liaise with the person assigned to coordinate the Complaints as appropriate acting as a initial response to any Incident or Emergency as set clearinghouse for the receipt and response forth in the CDA (section 22) and any Governmental Entity that may have jurisdiction in the Emergency. • Approves the Quality and Environmental documents that have any impact on customer service issues These employees will be “response-ready” and immediately contactable by TxDOT, if and when an event warrants. They

TXDOT SH121 TOLL PROJECT 12 PROJECT DEVELOPMENT PLAN

will each have a sub organization in place staffed to satisfy • Documentation Assistant: Responsible for managing its responsibilities. a properly fi ling the enormous amount of design and construction documentation (drawings, Developer’s Organization – Design and Construction quality records, completion certifi cates...) Department • Technical Assistance: Subcontracted role to be Responding to the nature of the agreement between the implemented from Effective Date to TxDOT’s Final Developer and the D&B Team responsible for the Design Acceptance of all Segments to be designed and constructed. They will be in charge of the daily and Construction of the SH 121, this sub organization will progress supervision regarding quality. The Developer be implemented only during the Design and Construction anticipates that the technical assistance for this Phase, to take place from Effective Date to TxDOT’s job will be staffed with 5 full time employees. Final Acceptance of all Segments to be designed and constructed. Among the main functions of this subarea the Developer’s Organization – Operations and Maintenance most important will be to advise the CEO on the progress Department of the Works carried out by the D&B Team and to ensure This sub organization will be responsible to operate and these Works are in full compliance with the CDA. The maintain the SH 121 Road in a manner that ensures a Design and Construction structure defi ned to oversight the safe and reliable transportation system and guarantees performance of the D&B Team will consist of the following compliance with the CDA Performance Requirements. essential staff employees reporting to the D&C Director: This sub organization will defi ne and coordinate the necessary work, to accomplish these tasks, between in- house personnel and subcontractors. The Operations and Maintenance structure defi ned to implement the O&M Work from Effective Date will consist of the following essential staff employees reporting to the ROD:

Figure 3 – Developer’s Sub Organizational Chart – Design and Construction

• Technical Manager: Responsible for quality and delivery of the initial construction period, specifi cation compliance and management of early operational input to design stage. • Site Supervisor: Supervision of construction phase and quality management. Interface with maintenance team and handover strategy. Management of as built records.

TXDOT SH121 TOLL PROJECT 13 PROJECT DEVELOPMENT PLAN

Figure 4 – Developer’s Sub Organizational Chart – Roadway Operations

• Quality Assurance/Quality Assistant: Control of • Towing Services: subcontracted role quality records. Management reviews. Health and to a local towing company. Safety. Measurement of customer satisfaction. • Roadway Public Information Representative: Will Control of nonconforming products and services. coordinate the communication of roadway information to Internal audits. Continual improvement the public (i.e. what roadway information is published in • Maintenance Manager: Responsible for ensuring the web) and will deal with roadway user complaints. that all crew and patrol members are trained in environmental compliance, recognizing category Developer’s Organization – Customer Service Department defects, and appropriate procedures for emergency The Developer recognizes NTTA’s responsibilities as defi ned incident situations. Responsible for the development in the Tolling Services Agreement and the possibility of of all required plans, co coordinating where appropriate with local responsible entities. Agreement negotiation and renewal after the initial fi ve years of the Term. The Developer, at the present time • Technical Manager: Responsible for the proposes an organizational structure to respond to the management of road renewal works during Tolling Contingency Plan, described in section c.3.1.e, the operation and maintenance phase. to be implemented if an Agreement with NTTA is not • Maintenance Crews: Operation, supervision renewed in the future. This sub organization, in case the and reporting of routine and cyclic maintenance Tolling Contingency Plan is implemented in the future, will regimes. The Proposer anticipates having 4 be responsible to provide professional customer services foremen leading crews of 2 or 3 labors. to the SH 121 Road user consistent with the terms and • Field Patrols: Responsible for patrolling the conditions of the CDA. Based on the Proposer’s experience road identifying environmental compliance and in other Open Toll Road Projects (407ETR in Toronto) it is Category 1 defects as a back up to regular anticipated the need of the following team reporting to the inspection. Road assistance for maintenance COD: crews and in emergency situations. The Proposer anticipates 2 supervisors and 8 patrollers. • TMC Operators: Event monitoring and Incident response. Coordinates will all local emergency/ utility/ city/county/environmental entities. 24/7 operation. The Proposer anticipates 2 supervisors and 8 controllers.

TXDOT SH121 TOLL PROJECT 14 PROJECT DEVELOPMENT PLAN

Developer’s Organization – Systems Department

This sub organization will be responsible for the maintenance of the Information Technology Systems. This sub organization will defi ne and coordinate the necessary work, to accomplish these tasks, mainly performed by in-house personnel. It will consist of the following essential staff employees reporting to the CIO: See Figure 6.

• Field Systems Manager: Ensuring that the response times for repair of the fi eld systems are met through and adequate management of the available resources, including the performance of the programmed Figure 5 – Developer’s Sub Organizational Chart – Customer Operations maintenance activities. Additionally, this position needs • Call Center Manager: Develops Complaint Resolution to make possible to meet the accuracy and availability Procedure. Oversees call center for public. levels required by TxDOT for the Toll Collection System. • Invoicing / Collection Manager: Coordinates toll • Back Offi ce Systems Manager: Responsible for policy, technology, invoicing and procurement. the maintenance and system administration of all Participates in regional planning for growth. the systems located at the administration building (Back offi ce and Traffi c Management Center). • Email Group: Respond to claims received via email. • Field Systems Crews: Performs the necessary • Major Accounts: Management of special accounts fi eld works to maintain all fi eld equipment (Video (freight transportation companies...). Cameras, ETC antennas, Weather Stations, DMS, Communications...). The Proposer anticipates the need • Customer Excellence Team: Proposes ways for a total of 28 employees to undertake these tasks. to increase customer satisfaction. • Hardware & Software Group: Give support to all the • Reporting Group: Prepares customer satisfaction reports. applications and hardware installed at the administration • Video Billing Team: Identifi es billing addresses building, including the servers for ITS and TCS and of video users and sends them a bill. everything related to the Back Offi ce System. It’s envisaged to have on board for this purpose at least • Bad Debt Collection: Will be subcontracted in two databases administrators, one Graphical User part to a specialized collection company. Interface (GUI) technician and one hardware technician. • Interoperability invoicing: Reconciliation of • Offi ce IT Help Desk: Supports regular offi ce IT queries. invoices with other Toll Roads tag issuers.

Figure 6 – Developer’s Sub Organizational Chart – Systems

TXDOT SH121 TOLL PROJECT 15 PROJECT DEVELOPMENT PLAN

• Video Exception Processing (VEP) Group: Will Identifi ed Subcontractors and Suppliers identify video user’s license plate numbers either via Optical Character Recognition (OCR) At this point the only subcontractor identifi ed by the D&B or via visual inspection of photographs. Team is the lead design consultant, Othon, Inc. The role of the lead consultant is to develop the design to the level of Developer’s Organization – Financial Department detail necessary for construction. In order to provide the This sub organization will be responsible for the overall most aggressive schedule, the design will have to overlap management and control of the SH 121 Road fi nance. It will with the construction. Also the D&B Team might add more also have general offi ce administration responsibilities. The consultants to the design team, all under the supervision Financial structure defi ned to implement the Project from of the Design manager. The lead designer will integrate the Effective Date will consist of the following essential staff work of other designers to assure a coherent and consistent employees reporting to the CFO: See FIgure 7. design throughout the whole process. Managing more than one consultant to shorten the design period and having to • Controller: Will prepare budgets and cost management overlap the last stages of design with the construction will analysis. Provide compliance auditing for all toll activities pose a signifi cant challenge to the design team. Thanks to related to fi nances, toll collection, revenue and payroll. our experience in similar projects in which we have taken • Accountants: Maintain fi scal year budgets, the same approach, we are confi dent that a high quality record and track income and expense and design will be produced in a minimum amount of time. compare to budget. Set up project codes. Finally, the lead consultant through its experience and • Treasurer: Responsible for the company bank accounts. local knowledge will assure the compliance of all design parameters to the CDA requirements. • Human Resources Manager: Supervise recruiting and retention, benefi ts program, employee evaluation system, The D&B Team is fully aware of the value that fi rst class safety program oversight, enforcement and audit. subcontractors can bring to the project, for that reason it • Pay Checks / Hiring: The Developer will subcontract has established contact with a large pool of subcontractors these activities to a specialized payroll and benefi ts and suppliers to conduct the construction pricing exercise to management fi rm. It is also planned to use respond to this Proposal. However the D&B Team approach professional recruiters for mid and senior level staff. is to wait until the project is awarded to enter into exclusive • Administration Supervisor: Will be in charge agreements with them.. Contacted subcontractors are of daily follow up of offi ce and administration fully aware of the D&B Team methodology as well as the building needs (offi ce supplies, utilities...) strong interest from the D&B Team to obtain their services

Figure 7 – Developer’s Sub Organizational Chart – Finance

TXDOT SH121 TOLL PROJECT 16 PROJECT DEVELOPMENT PLAN

after project award. Postponing subcontractor commitment Raytheon has been nominated at this stage as the Toll Col- until the project is awarded, the design completed and lection System provider. The role of Raytheon shall be to de- the schedule constraints fully identifi ed results in a more sign and build the toll collection system according to TxDOT competitive procurement process allowing the D&B Team to standards. In particular, for segment 1 Raytheon will have competitively address this Proposal. to complete the existing provisional toll collection system, adding a second gantry per plaza and direction and installing The D&B Team anticipates the following highly specialized the equipment in order to provide the complete functionality project disciplines will be subcontracted: electrical, signing, required by TxDOT (specifi cally the ability to charge us- pavement marking and drill shafts. ers through their valid transponders and the ability to take To support the previous statement, letters of support pictures of the front and rear plate numbers when required); expressing both the D&B Team intention to subcontract and in segments 2, 3 and 4 Raytheon will implement the whole the potential subcontractors availability to perform work are Toll Collection System from scratch. Raytheon will specially attached as part of Appendix D.6. coordinate their design and installation tasks with the Design and Construction Joint Venture, in order to minimize effect During operation stage some minor tasks, such as marking on traffi c and to optimize the construction time. and signage renewals, landscaping and towing will also be outsourced as described in section c.1.1i. Individual fi rms have been contacted and will be willing to undertake these roles; however a formal request for these services has not been submitted as of submission date.

Group Solutions RJW will serve as the project’s Public Information and Communications Coordinator. Group Solutions RJW is a public involvement fi rm with 14 years experience developing and implementing communication and stakeholder involvement strategies for highway and other infrastructure projects.

TXDOT SH121 TOLL PROJECT 17 PROJECT DEVELOPMENT PLAN

D&B Team Organization

The organizational structures to be implemented by the D&B Team from Effective Date to TxDOT’s Final Acceptance of all Segments are as follows:

Figure 8 – D&B Team’s Organization Chart during design

TXDOT SH121 TOLL PROJECT 18 PROJECT DEVELOPMENT PLAN

Figure 9 – D&B Team’s Organization Chart during construction

C.1.1.g Key personnel

The following chart shows how the already approved Key Personnel fi t into the Developer’s organization that has been described in section 1.1.f.

CDA Developer’s PMP Name % of Time Project Director CEO (Developer) Fernando Redondo 100% Quality Manager (Construction) Quality Manager (D&B Team) Esteban Trigueros 100% Quality Manager (Operation) QA/QC Assistant (Developer) Jesus Alvarez 100% Principal Designer Design Manager (D&B Team) Fidel Saenz 100% Construction Manager General Manager (D&B Team) Jose Carlos Esteban 100% Deputy Construction Manager Construction Manager (D&B Team) Mark D. Smith 100% Environmental Manager (Construction) Environmental Compliance Manager (D&B Team) Jennifer Oshel 100% Environmental Manager (Operations) Environmental Compliance Manager (D&B Team) Jesus Alvarez 100% Operations Manager Chief Information Offi cer Javier Martinez 100% Maintenance Manager Roadway Operations Director Belen Marcos 100% Public Relations Manager Public Information Coordinator (external subcontractor) Rhonda Price 100%

Table 1 – Key Personnel Refer to Appendix D.1 for résumés and references of the approved Key Personnel.

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C.1.1.h Synergies within the Developer process on multiple projects with great success. Backing up this organizational structure is a process designed to As mentioned in previous sections, Cintra, Ferrovial and facilitate effective communication among group members. It W.W. Webber have the synergy inherent in a common includes previously mentioned programs including: corporate culture coupled with a long track record of successfully completing design-build projects together. • Quality Management Plan – This is the detailed plan W.W. Webber and its 1000 Texas employees now bring by which relevant information is disseminated to team knowledge of local circumstances (throughout Texas members. The list of information conveyed through this process can be found in c.1.1.b. It also includes and the Dallas-Fort Worth area) to a team with unrivaled “Briefi ng Statements” that serve as one of the formal international design-build experience in the toll road means of conveying information to team members at business. Cintra fi rmly believes the cohesiveness of a the outset and throughout the life of the project. related team with a history of doing projects together cannot • Traditional Design and Construction Project be overstated in terms of the time and quality benefi ts that meetings – In addition to the workshops described accrue to the project owner (i.e. TxDOT). below which in part develop skills for effective These team synergies have refi ned themselves to a highly- communication, the CDA team also holds daily, weekly and monthly meetings ranging from ‘toolbox disciplined approach to projects. This approach can be meetings’ for fi eld workers to design and construction described as follows: coordination meetings at the supervisory level. Project Management Plan: This is the overarching plan • Service Performance Review Workshop – These are that ensures effective coordination, communication and meetings of senior management of the entire CDA team quality assurance throughout the delivery of the project, (including subconsultants) to discuss any signifi cant from design through to operation and maintenance. As issues in the implementation of the project and to with the more than twenty design-build projects done immediately devise a plan to rectify any identifi ed issues. previously by Cintra/Ferrovial, a clear organizational • Workshops (Relationship Management Workshops structure representing all disciplines through the life of and ‘Insights’ Program) – These are specifi c the project provides the foundation for a successful CDA programs to enhance the skills for effective process. In that regard, the Developer will lead the design communication throughout the life of the project. and construction coordination through a D&C Director. This • Communication Technology – Cintra employs the position will manage the input to the project of the Ferrovial latest technology to facilitate immediate and effective and Othon design engineers. This position will also oversee communication among team members from those the construction aspects of the project and will ensure operating backhoes through to senior management that construction begins as soon as appropriate while the tracking contract requirements and fi nancial performance. Those tools include, among others: design work continues. This achieves the full advantages of the design-build approach to a project of this magnitude. – Project Extranet Joining the D&C Director at the same organizational – Two-way radios level is the ROD. Having this team member appointed at the outset ensures all appropriate operational issues are – Wireless laptops considered in the design and construction of the project. All Another important aspect of Cintra’s ability to deliver will be overseen by an experienced Cintra CEO to ensure value for the project owner is Cintra’s Thors System and adherence to all project commitments. [See section c.1.1.f its “Knowledge Management” program. These programs for a more detailed description of organizational structure.] leverage Cintra’s world-wide experience and bring that to Again, it bears repeating that this organizational structure, bear on each project it undertakes. For instance, because including the individuals involved, has worked through this Cintra does not outsource its operations and maintenance

TXDOT SH121 TOLL PROJECT 20 PROJECT DEVELOPMENT PLAN

as a whole to any external party, it has the benefi t of • Indiana Toll Road Mandatory Expansion Project 23 current concessions to draw upon in that regard. $250 million (D&B Contract signed in September Furthermore, unique to Cintra is the fact that it currently 2006, start of construction January 2007) operates projects across the full spectrum of maturities. • SH130, Segments 5 & 6 (signature of contract Cintra has a portfolio including projects already handed January 2007, start of construction 1st back to the state (a project in Spain was operated for 35 semester 2009) This is project is pending NEPA years and handed back in 2003) to projects ranging from approval and fi nalization with Tx DOT nine to ninety-eight year maturities. Cintra alone can bring For W.W.Webber this unique understanding of the full life-cycle of toll roads to bear on SH 121. • Highway IH610 from US59 to I10 in Houston for $76 million (start of construction in Nov 2006)

C.1.1.i Ability to provide personnel, • Highway IH35 in Ellis County in Dallas for $62 equipment and facilities million (start of construction in March 2007)

Because of its pool of experienced personnel worldwide In recent months both organizations have also completed and its ongoing commitment to Continuous Development major Toll Road projects, including: Ocaña – La Roda Programs for its staff, the Proposer has already identifi ed Toll Road in Spain ($597 million - July 2006); N4/N6 the key management personnel for the SH 121 project. Kinnegad-Kilcock Toll Motorway (Ireland) ($369 million These individuals have been approved by TxDOT. Many of - December 2005 - 10 months ahead schedule); Norte the appointed staff will come from Proposer’s organization Litoral Toll Road in Portugal, ($400 million - August 2006); where they have already acquired valuable experience 4 Major Toll Roads in Chile (total of $732 million beginning allowing them to immediately implement strategies for a 1996 completed in 2005); IH 10 Freeway Main lane successful project. Reconstruction in Texas ($39 million in October 2006); Major Structure, George Bush Tollway, North Texas Tollway Within the last 12 months the Proposer has been awarded Authority ($34 million - October 2006); the West Park Toll the following projects: Indiana Toll Road; Azores (Portugal); Road in Houston (for further information please visit the M3 (Ireland), Cremona-Mantova (Italy) and Ionian Toll Road website www.wwebber.com /projects) (Greece). As would be the case for SH 121, each of these projects was successfully staffed from Developer’s existing These construction contracts are currently providing a pool of management personnel experienced in toll road pool of experienced individuals (project managers, site operations and management. managers, designers, superintendents, operators, QA/QC Supervisors, etc.) that will be used to staff the SH 121 As of October 2006 Ferrovial Agroman has a backlog of project. $ 10,385 million (equivalent of 18.9 months of work), that fi gure includes $ 654 million for its fully owned subsidiary The Developer’s approach, as refl ected in the Organizational W.W. Webber (equivalent to 21 months of work). Some of Chart in section c.1.1.f, is to put in place from the outset a the contracts both entities have secured include: strong site team formed by a group of talented individuals combining years of experience delivering major design-build For Ferrovial Agroman: Toll Road projects on the one hand, and, years of Toll Road • Concession Ionian Toll Road (Greece). $1,212 million construction experience in the Dallas area on the other. (Signature of fi nal contract on December 2006. The SH 121 schedule anticipates start of design in early Start of construction in fi rst semester 2007) 2007. To that effect, the Developer will form an on-site design management team responsible for all aspects of detailed design of SH 121. The team has already secured

TXDOT SH121 TOLL PROJECT 21 PROJECT DEVELOPMENT PLAN

several consultants (as described in section c.1.1.f) with schedule or quality. Again, this is a key advantage of necessary resources in place to allow for an expeditious constant teaming between sister companies. commencement of design activities. While the Proposer and Ferrovial Agroman are completely In parallel, the Developer will mobilize the project separate organizations, they share a common parent management staff in the early stages to ensure the company. This arrangement ensures that both remained necessary management systems allow for a timely focused and competitive in their respective industries, while completion of all contract elements (i.e., QA/QC System, at the same time providing the effi ciency of a long-term Document Control, Project Controls, Procurement and consistent working relationship. Furthermore, every Management, Health & Safety, etc.). disagreement between the organizations is always resolved by pushing it up the corporate hierarchy and never by The proposed SH 121 schedule commences construction resorting to litigation. The management of Grupo Ferrovial in Sept. 2007 for Segments 3 & 4. The construction team has the fi nal say in the resolution of all disputes. will be staffed well in advance to that date in order to: (i) allow their input into the detailed design for constructability C.1.1.k Preliminary Safety Plan issues, and (ii) to launch early construction activities concurrent with ongoing design work (i.e., utility relocation, The comprehensive safety plan developed for this project securing borrow sites for imported materials, etc.) to ensure shall be governed by the fundamental concept that the the full benefi ts of the CDA philosophy. This mobilization project goal is to have ZERO ACCIDENTS. All design, plan is absolutely achievable and is perfectly consistent with planning, construction, operation and maintenance shall be the team’s past record on similar projects (see above list). carried out with this achievable goal in mind. Further, each person or entity employed in the work shall understand that C.1.1.j Decision-making process they are responsible for working in a safe manner and will be held accountable for any failure to work in this manner. Previous mention was made of the contractual agreement executed between the Proposer and the D&B Team prior All project meetings will include as an agenda item to bid submission (this document will be attached to the discussion of how the work shall be modifi ed if necessary Proposer’s Financial Proposal). This document clearly to provide for safe conditions for project personnel and defi nes the roles and responsibilities of all parties to the the traveling public. Major Participants, Subcontractors, contract. For instance, the Proposer has fi nal approval of Suppliers and Professional Services providers shall be fully the detailed design to ensure operational and maintenance informed of the safety plan for the project prior to arriving at issues are adequately considered in the roadway design. the site and understand that there will be no tolerance for The essence of the decision-making process within the those who do not follow the safety plan. Developer organization was also described in the previous A suffi cient number of Health & Safety Compliance Offi cers sections c.1.1(a) and (b) [see “An Organizational Structure will be hired to ensure all work is performed in accordance Designed to Enhance Communication” and “Control and with the plan and to provide proper health and safety Coordination of the Various Subcontractors”]. training. The Health & Safety Compliance Offi cers will With respect to dispute resolution, it is worthy of noting also quantify and transmit safety performance metrics that throughout the almost forty year relationship and the to all appropriate project entities on a regular schedule. development of more than twenty concessions together, Additionally, they will be responsible for insuring that there has never been a dispute between the Developer TxDOT and the project management team are informed and Ferrovial Agroman that has impacted a project’s cost, immediately of any incidents on or adjacent to the project. Should circumstances warrant, the Health & Safety

TXDOT SH121 TOLL PROJECT 22 PROJECT DEVELOPMENT PLAN

Compliance Offi cers shall call in a prearranged team of the work, suitable externally accredited training will accident documentation professionals to ensure all relevant be provided. information is properly obtained and recorded for future We will also embark upon a series of training programs to reference. enable project managers and their service delivery teams Any performance incentives for project personnel or entities to receive training in health, safety and welfare that is providing goods or services to the project shall either have accredited by the OSHA This will include the use of internal a signifi cant portion of the incentive allocated to safety or ‘Health and Safety Bulletins’, which provide short updates shall be severely reduced if project safety goals are not on health and safety issues and offi ce safety reminders. being met.

All new employees will be given an initial health and safety induction as soon as possible. This induction will address safety and emergency actions and will be provided by the nominated Offi ce Safety Coordinator. Managers will ensure that project and site risks, together with any appropriate preventative and precautionary measures, are brought to the new individual’s attention before starting work. Those transferring from job to job, or site to site, will be given similar information on arrival at the new work location.

Where specifi c training is required to comply with Health & Safety guidance or because of the risk level involved with the work, suitable externally accredited training will be provided. Preliminary Health and Safety Plans for Construction and Operations have been devised and are included in Appendix We will also embark upon a series of training programs to D.4.6 and D.4.7 describing the overall H&S strategy to be enable project managers and their service delivery teams implemented in SH 121 as per the Technical Provisions. to receive training in health, safety and welfare that is accredited by OSHA This will include the use of internal C.1.1.l Independent Engineer ‘Health and Safety Bulletins’, which provide short updates on health and safety issues and offi ce safety reminders. Raba-Kistner has been selected as the Independent Engineer.

All new employees of the Developer will be given an initial health and safety induction as soon as possible. This C.1.2 MENTORING AND JOB TRAINING induction will address offi ce safety and emergency actions C.1.2.a DBE policy and will be provided by the nominated QA/QC Assistant. Managers will insure that project and site risks, together The Developer’s labor and materials sourcing strategy with any appropriate preventative and precautionary embodies preferences in offering subcontractor- measures, are brought to the new starter’s attention before designated work to qualifi ed DBE’s (including small, small starting work. Those transferring from job to job, or site to disadvantaged, women-owned, HUB Zone, and service site, will be given similar information on arrival at the new disabled veteran business concerns), as feasible. The work work location. activities to be self-performed by the Developer’s workforce will be identifi ed by human resource managers and project Where specifi c training is required to comply with Health & management personnel based on best value assessments Safety guidance or because of the risk level involved with of each work activity and labor resource.

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The following sources have been identifi ed by the Developer D&B reports, personal interviews and contact with business as available resources to locate and solicit appropriate references. DBE’s and will be utilized as needed: The following realistic percentage goals are presented i. Owner provided subcontractor listings below to refl ect The Developer’s good faith effort to employ ii. Procurement Marketing and Access Network (PRO- DBE’s whenever possible in accordance with the regulations Net) of the Small Business Administration (SBA); of the U.S. Department of Transportation (DOT), 49 CFR Part 26. iii. The Developer’s or its Contractors � Internal Vendor Database – created from letters of introduction, pre- Design & Construction Work Percentage: 12.12 Percent of qualifi cation documents, and personal interviews with the total professional services subcontracting/procurement small, small disadvantaged, women-owned, HUB Zone, and total planned construction dollars shall be offered to and service disabled veteran enterprise representatives; subcontractors and/or suppliers owned and controlled by iv. The Blue Book of Building and Construction, regional socially and economically disadvantaged individuals. We directories of building and construction vendors; are well on the way to achieving that goal already. Othon, a v. MBE Contractor Directory – compiled and maintained certifi ed DBE, has been established as the lead designer for by the Associated General Contractors of America; this project. vi. Offi ce of Small and Disadvantaged Some additional anticipated disciplines for DBEs that may Business Utilization Specialist; be utilized include but are not limited to: seeding and vii. National Directories (e.g. National Directory of sodding work, steel fabrication, supply and placement, Women-Owned Businesses, National Directory asphalt work, installation and maintenance of SWPPP, of Minority-Owned Business Firms.) trucking services, quality control laboratory services, curb paving, underground utilities installation, site prep work viii. Minority-Focused Databases (e.g. Minority Business and MBGF installation. Additionally, the Developer’s public Development Agency (MBDA), GSA’s Offi ce of Enterprise Development Vendor Profi le Database) relations fi rm, Group Solutions RJW, is also a TxDOT certifi ed DBE. ix. Minority-Focused and other Publications (e.g. Small Business Resource Guide, Federal Acquisition Report) Additionally the Developer will use his best efforts to utilize DBE’s for the O&M Work as currently does in other projects x. Minority-Focused and other Trade and Professional Associations (e.g.National Foundation for Women like the Chicago Skyway Toll Bridge. Business Owners (INFWBO), National Minority The Developer will ensure that all training requirements, Supplier Development Council, Inc., National in accordance with the CDA, will be fulfi lled by each Association of Minority Contractors) subcontractor. Subcontract language in all subcontracts will All subcontractors considered for Invitations to Bid by the require training that meets or exceeds project requirements Developer or its Contractors, including DBEs, are asked to with monthly reporting as to progress. Any deviation from complete a Prequalifi cation Form. This form is reviewed the requirements shall be promptly rectifi ed. Sample Safety, internally by the Developer to evaluate the following Job Training, Environmental Compliance and Site Specifi c areas of concern such as: (i) Quality of services and/or Issues Programs and Manuals will be provided for potential products; (ii) Pricing structure; (iii) Delivery schedule; (iv) subcontractors to facilitate compliance. Reporting forms Financial stability; (v) Safety record; (vi) Insurance/Bonding and submittal suggestions will be provided as well along information; (vii) Experience; (viii) Personnel; (xi) Equipment. with initial procedural assistance should it be requested or Additional information, if required, may be obtained from required to meet submittal schedules.

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Each person working at the Facility (including newly hired Inherent in this training will also be discussions of how these employees) will complete introductory training prior to services are best applied in the context of a CDA or a public- engaging in Work at the Facility. The introductory training private partnership. The Developer has some of the world’s will provide an understanding of the Facility’s training, safety best experts in this regard and this knowledge will be readily and environmental goals, commitments, issues, restrictions, shared with its local partners. This is in the best interest of and construction limitations. Periodic training sessions at the Developer, its partners and the State of Texas. key times (e.g., prior to construction in sensitive areas) Although several of these workshops will be open to may be used to update workers on specifi c restrictions, non-DBE fi rms, the targeted audiences for the educational conditions, concerns, or requirements. section 3.3.2 of the workshops are small and minority owned businesses. EPTP provides an outline, including environmental discipline segments that will be developed to provide detailed training In the short-term, the DBE/Small business utilization team in the regulations and procedures that apply to each will contact appropriate TxDOT and trade organizations for environmental discipline. input in establishing the utilization/development plan for the project. They will establish the initial potential areas for C.1.2.b DBE mentoring subcontracting or supply agreements and develop a list of potential subcontractors and suppliers. The fi rms on this list The Developer’s Small Business Mentor Protégé Plan will will be canvassed to establish their needs for development be based on TxDOT’s LINC program for Disadvantaged and training. In the long-term, the plan will incorporate the Business Enterprises (DBE), Historically Underutilized needs identifi ed in the implementation of the initial plan and Businesses (HUB), and Small Business Enterprises (SBE). establish a system for addressing these needs throughout This is patterned after the program Developer is currently this project. The long term goal shall be to produce using to mentor DBEs on other projects in Texas. protégés that are viable and self sustaining businesses To be eligible for the program, a DBE/HUB/SBE must be that will continue well into the future, armed with new skills a fi rm that performs a category of work or supplies a type inherited in part from the Developer as a result of working of material, included in construction and maintenance on the SH 121 project. contracts and has been certifi ed as a DBE, HUB, or SBE The administrative procedures for the management for at least one year. Firms interested in participating in this team as it relates to this DBE training program will be program must submit a Protégé application. Once selected established so as to address the needs of the target group the Protégé must sign a protégé agreement committing to of subcontractors and suppliers fairly and thoroughly. The the time and efforts needed for a successful relationship. procedures will be structured to be transparent to all involved Through a series of meetings, protégé’s will learn about and to promote accountability of leaders and participants by business opportunities on this project and with TxDOT and establishing measurable goals or bench marks. other clients as appropriate and receive information to assist It will be necessary to conduct initial workshops with the them in bidding and performing on contracts with these target fi rms as soon as possible. Ideally this would begin clients. Mentors will introduce the protégé’s to key TxDOT within the fi rst month of the project. The schedule for follow staff and to other prime contractors and subcontractors to ups will be tailored to the needs of the protégé fi rms and provide networking opportunities with those individuals. individuals. Some of the technical disciplines targeted for this extensive The management team in charge of the workshops will hold training program are construction methods, bidding, on an as needed basis, workshops to educate potential estimating, maintenance, professional services, fi nancial/ companies with bonding and insurance needs. Outside business management, bonding, computers, and web sites. sureties, underwriters and agents will be utilized to provide

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the most up to date information possible. This will help in of Chapter 122 of the Texas Human Resources Code, which the prequalifi cation process to ensure that protégé fi rms will deals with the use of Community Rehabilitation Programs be ready to submit bids on future projects. for certain maintenance activities.

Prior to construction the management team will meet with C.1.3 MANAGEMENT OF DESIGN potential small and DBE businesses to ascertain each company’s economic and construction abilities. At that C.1.3.a Management approach to design time, management can review the project and if necessary, divide the project into segments to increase the feasibility of The Developer will oversee all design operations and related acquiring work by the small and DBE businesses. issues through its D&C Director who will report directly to the CEO. A Registered Professional Engineer will be Lastly, for purposes of evaluating the effectiveness of the appointed and will report to the D&C Director in order to Mentoring Program, Developer shall establish the following sign off on any designs prior to submission to TxDOT/IE in evaluation criteria, which are the same criteria the Proposer accordance with CDA requirements. has used successfully on other Texas projects: As previously discussed the Proposer has engaged Ferrovial- 1. Setting target goals for small or DBE participation Agroman/W.W. Webber/Othon to carry out the Design 2. Evaluating these goals on a pre-determined basis. Works. All CDA requirements relating to management of the design works shall be assigned to the D&B Team. 3. Evaluating our participant’s progress This includes the Design Consultants, suppliers and in accordance with c.1.2.a (1). Subcontractors who are an integral part of the Project Team.

C.1.2.c Training for the disadvantaged The D&B Team’s resources assigned to design will be comprised of two groups and managed according to the Meaningful plans for training have been established by organization chart in c.1.1(f): the Association of General Contractors in cooperation with TxDOT and Industry. These plans will be analyzed initially • The D&B Team’s Design Organization-Design and used as a basis for development of the specifi c project Management Team (DMT) with responsibility for managing the design and led by the Design plan. The initial list of critical crafts targeted by our plan will Manager (part of the Key Personnel), who will be obtained from TxDOT and our program will be geared report to the Developer’s D&C Director. to provide this training and other training mandated by our site specifi c needs. As we recognize the need for talented • Othon assigned engineers reporting to the D&B Team’s Design Organization. workers from all walks of life we will commit whatever funds are necessary to meet our goals for training. Training • Other Consultants (TBD) shall begin in the fi rst stages of actual work on the project. The D&B Team’s Design Management Team will consist Actual goals will be established with input from TxDOT and of a Geotechnical Engineering Manager, a Structural our project management team. A meaningful training goal will be established for each job classifi cation. This goal will Design Manager, a Utility Manager, a Chief Surveyor and a Roadway Design Manager. These individuals will report to be indexed to the total number of workers assigned in each the Design Manager, which in turn will report to the General job classifi cation. Manager. Othon’s organization for purposes of this project The Developer intends to become part of the community. is also illustrated in c.1.1(f). This organization is led by a Part of this intent includes an effort to meet TxDOT Project Manager and integrates several discipline leaders expectations for the minority and disadvantaged business responsible for teams of engineers. Adequate resources will enterprise programs including compliance with the provision

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be allocated to ensure timely completion of the activities • USACE Section 404 Permit (United shown in Appendix D.3 Project Schedules. States Army Corps of Engineers)

The Developer’s D&B Team acknowledges that the fast • USACE Nationwide Permit (NWP) 14 for linear Crossings. track of this project might result in the need for other • USACE Regional Permit for West Rowlet Creek. Consultants to reinforce the Design Organization. The D&B Team will be monitoring this issue and will provide the The Developer will provide submittals to TxDOT within 30 means and resources to avoid delays in the design process. days of any request, unless otherwise stated in the CDA, or as required by TxDOT to comply with their obligations, or as otherwise agreed If the project’s impacts do not exceed the C.1.3.b ROW and other permits baseline, a Pre-Construction Submittal will be sent to the The Proposer has already established a preliminary Design USACE 90 days prior to scheduled construction. Quality Plan that will be further developed in accordance Right of way: Right of Way acquisition on SH 121 is with CDA requirements. The Developer will also implement minimal. Nevertheless, the Developer will designate a a Design and Construction Works Supervision Plan and Process Procedures which will detail the methodology and Facility ROW representative to manage staff interaction with the IE and/or TxDOT and he will also interface with procedures employed by the Developer to ensure that the contractors during design and provide advisory guidance on aforementioned objectives are achieved, and to ensure that the obligations of the Developer in relation to the Design and existing utilities. Construction Phase of the works are satisfactorily executed. Survey: The Developer and the D&B Team have already conducted partial fi eld survey studies to validate the existing The Design Quality Plan included in the appendices sets out the main roles, duties and activities with regard to topographic and DTM information and to incorporate the updated topographic data into the earthworks take-off. Design Management and Design Quality Management for A complete aerial survey will be carried out as one of the SH 121 Toll Project, and in addition outlines the lines of communication between the Developer’s representative, the earliest design activities. The Developer will closely coordinate with TxDOT, NTTA, Counties and other D&B Team and Designers. The Developer’s D&C Director authorities during these activities in order to ensure the will be both the responsible and the main contact for permit and ROW related issues. safety or personnel and to minimize disruption to the traveling public. More detailed ground -based survey data To ensure that the objectives are achieved, at least the will also be obtained across-road crossings, bridge and following items will be integrated into the Developer Design culvert locations, existing roadways, and other locations of Works Supervision Plan: interest. All survey work, will be conducted in agreement with TxDOT standards and the CDA requirements. Environmental Permitting: The D&B Team and the Developer shall prepare a Design Quality Plan to set forth Geotechnical: The Developer and the D&B Contractor have the procedures to address environmental requirements already conducted partial fi eld geotechnical investigations. for roadway design activities. The following environmental A key element to ensure design quality is close coordination permits will need to be issued by TxDOT: of the Geotechnical Consultant and the General Consultant. Under Proposer’s traditional business model, the D&B • TPDES (Texas Pollutant Discharge Elimination System) Team’s Design Manager is responsible for coordination • TCEQ Construction General Permit (Texas between the Geotechnical and the General Consultant. Commission on Environmental Quality) Utility Adjustment Work: The interface between the • Trinity River Corridor Development Certifi cate Regulatory Developer and the Utility Adjustment work will be performed Zone (North Texas Council of Governments)

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by the Utility Manager. The D&B Team will communicate, Design Manager will be responsible to ensure a coherent cooperate, and coordinate all activities with the Developer, and consistent design throughout the process and full the respective Utility Owners, and other potentially compliance with the CDA requirements. affected entities to ensure that all Utility Adjustment Work The design team will be directed by Othon’s Project is performed properly and in coordination with Project Manager. This Project Manager will be responsible to ensure: requirements. a timely completion of all design packages; assurance that Public information: The Developer will implement a Public the quality control process is completed; approval of all Information and Communications Plan based on the designs by the Design Quality Management Team, the D&B principles established by the Communications Plan attached Team Design Manager and the Developer; and, a timely to this proposal. It represents a collaborative effort between delivery of all designs to the IE and TxDOT. In support of TxDOT, the Developer and the SH 121 stakeholders and Othon’s Project Manager, there will be four Segment Design is designed to use preventive measures to address public Managers (SDM), one for Segments 1 and 2, and three reaction from various issues including: route change, for the remaining segments. The technical staff assigned travel time delays, inconvenience, noise, dust, acquisition to work during the delivery of design packages will involve controversy, timelines, safety and the environment. The plan not less than twenty senior engineers, twenty fi ve junior has the following stated goals and objectives [See c.1.8(b) engineers and/or senior designers, three environmental for a more detailed plan description]: scientists/technicians and thirty CAD operators

Goal - Gain and maintain public goodwill The D&B Team, under the coordination of the Developer, throughout all stages of the Project. will conduct al least monthly design-management meetings Objectives – with the IE and TxDOT to discuss the design work progress and coordinate the auditing of the design products. • Establish clear communication lines between the Developer and TxDOT and among stakeholders in order to The Project Extranet will be the key tool to ensure the ensure successful project completion and public goodwill. correct fl ow of information between the parties and within • Ensure accessible, user-friendly information the Developer’s team. is disseminated and available upon request during all stages of the project. C.1.3.d Toll Collection System

• Ensure opportunities for citizens to be informed and Developer’s initial efforts will be specifi cally focused on the to provide feedback during all stages of the project. development of the Toll Collection System (TCS) and the Back Offi ce System (BOS). In this regard, the Developer’s C.1.3.c Design Coordination CIO will be immediately appointed and will draw on the Othon’s Project Manager, main discipline leaders and a support of Proposer’s existing IT staff in the United States. signifi cant portion of its Design Team will be located in an Additional IT resources that will be immediately hired include off-site design offi ce based in Dallas. Formal interaction and a fi eld systems manager and a back-offi ce manager. They communication between these consultants and TxDOT will will begin immediate work on supervising the installation be conducted through the D&B Team’s Design Manager, phase of the TCS equipment (including ducting and under the coordination of the Developer. chambers, foundations, pull-out areas next to each site, etc.) and the development of the Back Offi ce System and TCS It is anticipated that only one General Designer will be software, including witnessing factory testing. designated, but when required, the Design Manager will integrate others into the project. In this case, the During the Conditional Award period, the IT team will prepare all needed documentation in order to allow for

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concurrent execution of the TCS, BOS, Intelligent Transport • NTTA systems ready for connection to Developer’s Systems (ITS) provider contracts and the CDA with TxDOT. BOS: NTP 1+9 months (beginning of month 10) This advanced schedule is feasible due to the use of The Developer fully anticipates an extension of the initial fi ve Proposer’s already existing IT contracting standards for toll year contract with NTTA for the customer care services for collection systems. This will ensure the successful start of SH 121. Purely as a contingency to ensure uninterrupted operations in Segments 1 and 2 eleven (11) months after delivery of the highest caliber customer care services, the CDA signature, including: Developer will pursue critical path activities associated with • In segment 1, the completion of the provisional toll the development of an autonomous BOS. [This is explained collection system, by installing the second gantry in more detail in section c.3.1.e] This would include at each location and the DSRC coverage; the implementation of a software module to exchange • In segment 2, the deployment of all fi eld systems transactions and lists with the Clearing House that is to be created by TxDOT for interoperability purposes. This effort • The connection of all fi eld systems with the will entail ongoing coordination with TxDOT. Project Host Server through the redundant fi ber optics communication network Finally, it merits mention that the Developer is committed • The development of the Back Offi ce System, to the successful deployment of the ITS package - the and the connection with NTTA systems. fi ber optic based redundant 1Gb Ethernet communication network. Exhaustive controls will be put in place to ensure Critical to the success of the SH 121 project is perfect that both the fi eld equipment and the ITS software are coordination between the selected BOS provider and NTTA. delivered on time. Special care will be taken to ensure the Subject to agreement by potential members, the Proposer interconnection and data exchange with other regional would form a work committee during the construction of Traffi c Management Centers is achieved according to the BOS and TCS comprised of the Developer’s project the specifi cations and expectations of TxDOT. Another manager (the CIO), NTTA’s project manager, the BOS technical committee will be devoted to guarantee that the provider’s project manager, and the TCS provider’s project highest degree of regional ITS integration is achieved, manager. This committee would meet on a regular basis (at and all governmental agencies taking part in this regional least once every fi fteen days). They would be in permanent interconnection will be invited to participate in such forum. contact in order to ensure a correct fl ow of information (design documents) between all the parties and correct C.1.4 MANAGEMENT OF CONSTRUCTION development of the system’s testing phase. The committee will have a specifi c space allocated in the Project Extranet C.1.4.a Management approach in order to share technical documents and data as the to construction integration progresses. Ferrovial Agroman, W.W. Webber and Othon have been A critical aspect of Developer’s ability to commence appointed by the Developer as the primary members of the operations of segments 1 and 2 in eleven months will be D&B Team. In order to achieve the proposed aggressive NTTA’s achievement of the following milestones: schedule, construction will overlap with design – which is in fact one of the key advantages of the CDA approach. • Approval of interface design: NTP 1+45 days (to be submitted for approval to NTTA at NTP+30 days) The D&B Team’s past experience on similar projects has found close communication between fi eld and design work • Provision of test data from NTTA to Developer: and a partnering relationship with the owner to be the key NTP 1+6 months (beginning of month 7) to a successful project. Where design and construction are progressing simultaneously, a close relationship with TxDOT

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is imperative. To facilitate this close relationship, an issue Ferrovial Agroman conceives and implements environmental escalation procedure will be implemented and used. management systems as an effi cient tool for measuring, controlling and managing the environmental risks associated The General Manager of the D&B Team is responsible with most of its businesses, especially Construction and for ensuring that all aspects of the construction work are Services. The ongoing assessment of environmental carried out in accordance with the contract documents, factors and the attainment of group objectives are reported within budget and schedule, and in accordance with current continuously to top managers so that environmental environmental and Health & Safety regulations. The General management is not an additional element to the company’s Manager will liaise continuously with all D&B staff members day-to-day running but forms part of decision-making. to ensure requirements of the D&B Contract with the Developer are fulfi lled. To minimize the impact on the environment there will be an extensive Storm Water Pollution Prevention Plan (SWPPP) Meetings between the Segment Managers are the primary implemented and adhered to utilizing silt fence, construction means to disseminate information and control their efforts. At exits, sand bags, hay bales etc. This innovative project is these meetings, managers will provide progress updates and not only intended to make improvements for the present highlight issues arising during execution of the Work. The but also long into the future, therefore protecting our relationship between all departments within the D&B Team is environment. . W. W. Webber has vast experience with the set out in the organization chart, provided in section c.1.1.f rules and regulations required by the EPA and the TCEQ and The main procedures relevant to this section of the plan will ensure that this is a successful project with regards to are the PPM 1.8 Construction Management and PPM 1.17 this aspect. The plan will be implemented at the beginning Quality Assurance Management included in Appendix D.4.9. of construction, and will be maintained throughout the life of the Project.

The premise for the construction sequencing and traffi c management plan for the SH 121 project will be fi rst and foremost to ensure the safety and convenience of the traveling public and the construction personnel, second to minimize disruptions to adjacent businesses, and third, in the most effi cient manner possible construct the project in a timely manner, thereby allowing the expeditious opening of the facility to the customers.

These goals will be met by providing a logical detailed plan that is in conformance with Good Industry Practice, following the requirements of the Texas Manual on Uniform Traffi c Control Devices (TMUTCD) and in phasing the C.1.4.b Impact Mitigation construction to minimize the length of time there will be interruptions to traffi c. In 1997, Ferrovial Agroman was the world’s fi rst construction group to implement a standardized environmental A Public Information and Communications Plan will be management system through the EN ISO 14001:1996 implemented and adhered to that notifi es the community certifi cation. Also, Ferrovial has been included in two in advance of upcoming construction activities through the benchmark indexes of corporate responsibility: the Dow use of radio, newspapers and local authorities. The Project Jones Sustainability Indexes (2002-2006) and FTSE4 Good. will also implement an innovative communication method to

TXDOT SH121 TOLL PROJECT 30 PROJECT DEVELOPMENT PLAN

the public. The plan will include a web site that will make As stated above, Ferrovial-Agroman is ISO 14001 certifi ed important traffi c information available to anyone. The web which means there is already a recycling plan in force for site will offer an option to sign up for e-mail alerts which will all company activities. Also, W. W. Webber and its affi liate, automatically notify the user of upcoming traffi c issues and Southern Crushed Concrete, is one of the largest recyclers important project information. Additionally we are pursuing of construction materials in the State of Texas. As with all the possibility of setting up remote access through the projects, the intended purpose for SH 121 is to utilize as web site to on-site cameras (Live Cams) for the public to much recycled materials back into the project as possible. have the ability to monitor the construction of their new Toll A thorough maintenance plan will be developed, Road. The plan will also include notifying the traveling public implemented and followed. This plan will address the through the use of message boards in advance of any maintenance work items and methods, and the intervals upcoming traffi c changes. necessary for proper upkeep of the project. The overall When at all possible, work will be scheduled for project area will be broken down into sub-areas with daylight hours to minimize any noise disturbance to the personnel assigned to perform the required maintenance communities. There will be no loud/noisy work scheduled work as well as inspections of their specifi c assigned area at night such as pile driving adjacent to sensitive receptors. periodically. The overall project maintenance area will have The number of detours in close proximity to residential one person assigned and responsible for the personnel and areas will be minimized. Lane closures and traffi c switches their performance in each sub area. will be scheduled during off-peak hours when at all possible. Time and expertise have already been devoted C.1.4.d Adjacent facilities protection to minimize the impact on traffi c that construction works during construction will pose in particular on the SH 121-US75 interchange. Closures staging and the provision of interim connectors/ Adjacent roads and properties will be maintained and ramps have been defi ned and are described in the 3d protected by delineating the designated ROW and by digital model included as a part of this proposal in the implementing an ingress and egress plan for machinery Technical Highlights DVD. and personnel. Operations that produce noise and vibration will be scheduled for daytime working hours as much as possible to minimize the impact to the public. These C.1.4.c Laydown, Recycling, Staging and are to include any residential areas that are adjacent to Maintenance Plan during construction. the site. A Plan for utilizing portable lights for night time The intended laydown and staging sites for this project will work will be tested prior to any work being performed be contained within the right-of-way when at all possible. to ensure residents are not affected by these activities. The Proposer has also considered the possibility of renting Work situations that create dust will be kept to a minimum property adjacent to SH-121, on the east side of the project where possible. The plan is to have adequate equipment where several parcels are available although the fi nal on the project at all times to control dust from haul roads location of the temporary facilities is yet to be decided. and lay-down areas. This will not be limited to, but will They will consist of offi ces for the management teams, include powerbrooms and water trucks. Erosion run-off plant sites and material storage facilities. The construction damage will be kept to a minimum by the implementation manager will ensure that the laydown yards and staging and maintenance of the SWPPP. All DOT regulations will areas visible by the public are kept neat. In our experience be adhered to for load requirements to minimize any local we have found the local communities are more content with roadway damage. Any areas that require work in the close the construction when it is kept using good housekeeping proximity of property outside of the right-of-way will be practices.

TXDOT SH121 TOLL PROJECT 31 PROJECT DEVELOPMENT PLAN

temporarily fenced in order to avoid any possible damage C.1.5 MANAGEMENT OF OPERATIONS outside of the right-of-way. C.1.5.a Management approach in accordance with CDA requirements C.1.4.e Staged Construction Management Based on the Proposer’s vast experience in the Operations Since the confi guration and cross section of SH-121 allows and Maintenance (O&M) of Toll Roads, the Developer will for future widening using the median, construction works retain the responsibility for the Operations and Maintenance will be easier to manage simultaneously with operation of the Facility and will not subcontract it as a whole to and maintenance activities. The developer has proven any other party. Through this approach, the Developer will experience in reconstructions and widening of toll roads guarantee: with very heavy traffi c volumes as demonstrated in the widenings and upgrades successfully carried out in the 407 • Deployment of the technical expertise and ETR in Toronto, the Indiana Toll Road and Chicago skyway, experience of Proposer based on its history of maintaining 23 concessions worldwide including and understands the two key elements of success in this greenfi eld, brownfi eld and transferred projects. regard: (i) a close follow-up of all construction related activities by both the operation and maintenance and the • Minimize communication levels regarding construction management teams, and (ii) high demanding operations and maintenance issues between standards for traffi c diversions and impacts which not only Developer, TxDOT and the IE. comply with but exceed current standards. • Signifi cant operational cost reduction due to the experience curve effect arising from the long-term As indicated in c.3.2.d there will be key personnel in hands-on approach to operations and maintenance. place for the management of the staged construction who will follow a strict policy for coordination meetings • Close control of the risks associated with the O&M of the Facility allowing rapid response with the operation and maintenance (O&M) teams. Other to unexpected operational situations. procedures to be implemented pursuing a successful staged construction will be: • Direct alignment of TxDOT’s and Developer’s interests to maintain a safe and reliable • Notifi cations will be displayed on the transportation system at all times. web site, and released to the local radio, newspaper and local authorities. As previously mentioned, the Developer’s Roadway Operations organization will monitor and ensure the • Traffi c safety within the construction work areas will be marked with advanced warning effective operations and maintenance of the Facility signage and protected by the use of concrete supporting the Developer’s goals of providing a safe and traffi c control barriers and crash cushions. reliable transportation corridor to its users. The Developer will appoint the ROD shortly after NTP1 to 1) ensure • Lane widths and roadway geometries will be designed to minimize any abrupt changes in traffi c proper communication between areas of the Developer’s patterns. Furthermore, lighting will be maintained organizational structure, 2) fi nalize the Operations in and around the construction work areas. Management Plan, 3) hire and train specialized O&M personnel, 4) acquire in-house maintenance equipment • Maintenance activities will be performed during off and 4) ensure proper operational transition from TxDOT peak traffi c times to avoid disruption to the traveling public. Any maintenance work that is considered a to the Developer including coordination with existing O&M hazard and requires prompt attention will be handled subcontractors, utility providers, adjacent landowners and in the most benefi cial way while not compromising other third parties as needed. The ROD will fi nalize and safety and disruptions to the traveling public. submit to TxDOT the Operations Management Plan 90

TXDOT SH121 TOLL PROJECT 32 PROJECT DEVELOPMENT PLAN

days after NTP1. The ROD will conclude establishing the promoting the implementation of similar documentation in Roadway Operations organization at least one month prior other US projects (Chicago Skyway and Indiana Toll Road). to SCD to ensure proper personnel training. The following plans are included as part of the Appendix:

In addition to the personnel structure the sub organization • Operations Management Plan ( Including will rely on an Integrated Management System (IMS) as the Traffi c Management) - Appendix D.4.1 backbone of its operations management strategy to ensure • Maintenance Management Plan - Appendix D.4.2 compliance with the CDA requirements. The ROD will imple- ment the IMS before Service Commencement Date (SCD). • Incident Management Plan (Including Emergency Response) - Appendix D.4.3 Figure 10 depicts the structure and content of the IMS. • Communications Plan - Appendix D.4.4 The Proposer has developed Preliminary Project Plans to be • Winter Service Plan - Appendix D.4.5 part of the IMS to accelerate the implementation stage of the system shortly after NTP1. This system will establish the • Health and Safety Plan framework to ensure compliance with CDA requirements. – Design and Construction – Appendix D.4.6 The Proposer benefi ts from the experience of successfully – Operations – Appendix D.4.7

Figure 10 – Integrated Management System

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• Quality Management Plan C.1.5.b Transition from Construction to Operations – Design – Appendix D.4.8 – Construction – Appendix D.4.9 The ROD, Maintenance Manager and D&C Director will be closely involved with the D&B Team during the design – Operations – Appendix D.4.10 and construction phases to ensure traffi c control and • Environmental Management Plan maintenance issues are adequately considered at all times. This shall be accomplished through regularly scheduled – Design and Construction - Appendix D.4.11 Partnering Sessions with the D&B Team, as well as affected – Operations (Including Comprehensive Environmental parties including state and local government entities. Protection Program) - Appendix D.4.12 Through these sessions the Developer in conjunction with TxDOT will defi ne operational responsibilities, develop the The ROD will manage a Roadway Operations organization transition of these responsibilities and coordinate their tailored to assume and successfully respond to the transition. These sessions will be facilitated prior to SCD. requirements and obligations stated in sections 22.2 and 22.3 of CDA Books 2A & 2B. In addition to those Prior to SCD, the ROD will review operations plans with requirements, the Developer will provide the following Design and Construction teams to coordinate traffi c operational services: fl ow. A traffi c management strategy will be developed in accordance with our Traffi c Management Plan to ensure the • Personnel capable to address incidents, emergencies and traffi c management needs continually on-call. impact of the construction on existing traffi c is minimal, and users are informed of the progress and ways to report or • 24 hours-day, 365 days-year, operational request more information regarding the Facility. Traffi c Management Center. The Roadway Public Information Representative will defi ne • 24 hours-day, 365 days-year, SH 121 Facility patrolling. the communication strategy regarding the transition to • Contractual arrangements with local towing/ operations. Start of Developer’s operations including tolling incident cleanup response subcontractor and related services will be announced at least 30 days (to address major incidents). prior to SCD, using multiple media, including signs along • Contractual arrangements with local public law the Facility. enforcement agency to ensure safety along the Facility. Due to the nature of construction activities and the relatively The Roadway Operations organization will also ensure IT short segments, the opening of partially completed segment and Traffi c Management system regional interoperability sections is not anticipated. with other systems in the area including those operated In terms of Toll Collection System, two different approaches by TxDOT’s Dallas and Fort Worth Districts and NTTA to transition are anticipated: (assuming NTTA’s system functional design allows for the Developer’s operational and business management 1) Segment 1. Existing users of this segment, currently objectives). The Developer will implement these systems by opened to traffi c, are aware of its condition of toll road, procuring equipment consistent with protocol established by although tolling is carried out through a provisional system the Interoperability Requirements of section 21.7.1 of CDA exclusively based on images. The Developer’s mission is Book 2A. to convert the existing toll collection system into a fully integrated Free Flow system. The Developer will inform users, prior to SCD of the system enhancements.

TXDOT SH121 TOLL PROJECT 34 PROJECT DEVELOPMENT PLAN

The Segment 1 Toll Collection System is currently C.1.5.c Location of proposed facilities connected to TxDOT’s facilities in Austin, Texas for video The Proposer anticipates locating the Project Facilities at the transaction processing support. This interface shall junction of SH 121 and FM544 as shown in Figure 11. remain in place until operational transition at the SCD. The Developer will accomplish uninterrupted tolling service transition due to the implementation of an ORT supporting communications infrastructure, which shall connect through fi ber optics Facility fi eld equipment to the Traffi c Management Center, where the Back Offi ce will fully function. This infrastructure will also be connected to NTTA’s system. It is foreseen during the testing and training phases of the new system, the fi eld information will simultaneously be forwarded to TxDOT and to the TMC. The contract to be signed with the Toll Collection System provider will ensure this double interface will be in place, and that it can be maintained for as long as needed in case, for instance, TxDOT wishes to perform audits to the fi nal Figure 11 – Location of proposed facilities confi guration of the Toll Collection System prior to current This proposed location ensures quick and effi cient vehicular interface disconnection. access in both directions along SH 121. The proximity to The TCS implementation plan prepared by the TCS Fire Department offi ces offers an excellent opportunity to integrator will ensure lane closures to be minimized in promote operational partnering particularly in response particular during the installation of the new gantries to incident management and pollution control. For the and modifi cations on existing ones, as well as specifi c convenience of the staff this location is near to services, calibration and testing. including restaurants, gas stations and public transit. The Developer’s initial approach is to purchase a parcel 2) Segments 2 to 4. The Developer will carry out a com- mercial campaign to inform users of Facility openings and to house these facilities. The building facilities would be corresponding tolling enhancements. The commercial cam- entirely built by the D&B Team according to the Developer’s paign will be directed to inform the user of upcoming tolling requirements. At the end of the concession term the assets arrangements since toll collection will take place from SCD. would be handed back to TxDOT at no cost to the authority.

Underlying these approaches is the necessity to coordinate The site will comprise an Administration Building, a with NTTA commencement of tolling services: Maintenance Yard (with garage) and Quality Management Offi ces to house TxDOT and the IE staff. Conceptual • NTTA’s interface will need to be updated to include as designs for the facilities required to operate the SH 121 part of their system new toll stations along the Facility, have been developed and are included in Appendix D.2.6. • NTTA’s customer service will need to be updated The following is a brief overview of the functions covered in to contemplate new fares to be applied at each one of the new mainlane and ramp toll stations. each building:

The Developer will encourage a work team or committee Administration Building: It will provide the headquarters for to work in conjunction with NTTA to overview a smooth administration and management staff, Public Information operations transition from NTTA’s perspective. and Customer Service Center. As this facility is accessible to the public, it has an important role in expressing the

TXDOT SH121 TOLL PROJECT 35 PROJECT DEVELOPMENT PLAN

brand identity of the organization. The size requirements During the operations stage, the Developer anticipates to for the Administration Building may evolve over time, so provide a permanent facility, exclusively for the usage of the building has been designed to be able to accommodate TxDOT and the IE, adjacent to both the SH 121 Facility and future scalability. There will also be adequate on-site the Developer’s headquarters. parking, including covered parking. The Administration Building will feature: • Branded and landscaped public entrance • Public Information Offi ce (Communication booths, display of pamphlets, waiting area) • Customer Service/Call Center • Management & Administration Offi ces (CEO, CFO, ROD, COD, Admin. Support) • Traffi c Management Center • Common support spaces (restrooms, storage, kitchen, break room, meeting rooms, IT room). C.1.5.d Management tools

Maintenance Yard: will house operational, technical and The developer will implement the following management engineering staff and provide the required facilities to tools to meet and exceed the technical requirements set service and maintain the Toll Road. It will feature: forth in the CDA: • O&M staff offi ces (supervisors, managers Operations specifi c tools and maintenance crews) Integrated Management System - It is meant to be the • Common support spaces as per the backbone of the Developer’s Operations Management Administration Building strategy and the SH 121 specifi c system will be completed • Garage, workshops and outdoor vehicle storage areas to after contract award. service and store the equipment listed in section c.1.5.d. Thors - This proprietary SAP package is a unique tool for Quality Management Offi ces: In accordance with CDA comprehensive data gathering from the Proposer’s Toll requirements, a building will be provided for TxDOT and Roads throughout the world. It will allow the Developer to the IE to address functions related to the SH 121 Facility. benchmark SH 121 against other operational toll roads Adjacent location of this facility to Developer’s headquarters along the globe. will improve and expedite communication among TxDOT Tolling & Enforcement - From commencement of operations and/or the IE and Developer’s personnel. Design and the Developer will have a Back Offi ce System for verifying construction quality standards specifi ed for the Developer’s raw data from the fi eld systems and the submission of toll facilities will apply. transactions to NTTA. The Developer will provide offi ce space to TxDOT and the Call Center System - The call center will tie-in or coordinate IE, adjacent to the SH 121 Facility prior to 90 days after the with TxDOT for road weather condition reports and will track NTP1. Initially, this offi ce space will be temporary, adjacent complaints. to the SH 121 Facility and the Developer and D&B Team offi ces. The temporary facility will be available during the Incident Management System - A data collection and construction phase. reporting package that facilitates the gathering of data,

TXDOT SH121 TOLL PROJECT 36 PROJECT DEVELOPMENT PLAN

identifi cation/recording of necessary actions and closure of SH 121 Public Traffi c Website - which will be the main issues related to incidents/accidents on the Toll Road. gateway for users to contact the Developer and obtain pre- travel information. Accident Investigation and Prevention Systems - Statistically based system to analyze hotspots in order to Maintenance Specifi c tools take immediate action when a problem is detected. Roadway Maintenance Management System (RMMS) - a CCTV – The project specifi cations require a maximum CCTV GIS based data collection and reporting device for issues spacing of 0.75 miles and at interchanges thus allowing for related to maintenance (repair, replacement, servicing) of 100% visual coverage of the main roadway and most if not Toll Road assets. all ramps. Geographical Positioning System (GPS) - A system for DMS – There are three major interchanges in the corridor, tracking fi eld patrollers and maintenance crews in real time. I-35E, DNT and US 75. One DMS per direction will be Assets Management System (AMS) - Asset Management located upstream of these three interchanges. systems will integrate decision making to ensure Vehicle Detection – Each lane will be monitored for maintenance and operations, major and minor rehabilitation volume, occupancy and speed in compliance with project are working from a single inventory. requirements. Traffi c data will be provided to external users Software and to TxDOT via the TxDOT center-to-center interface. Traffi c Management Center Central Software - The ITS Field Infrastructure Communications Network - The TMC Central Software platform for the advanced traffi c communications backbone of the system is based on management system is an off-the-shelve version of a proven a 1 Gb fi ber optic confi guration providing full network application that provides a truly integrated, full featured ITS redundancy. Network redundancy is also physically built into platform. The Central Software integrates all management the design by providing two fi ber trunk lines. of fi eld devices, including CCTV cameras, DMS, traffi c Project extranet - This tool is meant to be the reference for detectors, road weather information sensors (RWIS) and every stakeholder for accessing project documentation and other fi eld devices, into a single software platform. communicate internally with ease of use. Regional Information Sharing Software - The regional The following items summarize three additional operational integrated information sharing software product is a subsystems which exceed the ITS requirements of TxDOT in web-base Graphic User Interface that enables police, Books 2A and 2B: transportation management centers, emergency responders, private entities, and any organization in Toll Tag Tracking System - which will complement the the network to share important information with each information gathered from the Toll Collection System other, such as the location and status of major incidents, through several other tag readers locations, in order to resources deployed, permits, planned event activities and produce data enough for an accurate calculation of travel construction areas. times (to be displayed through the DMS and website) and O/D matrices (allowing, for instance, advanced Corridor Personalized Traveler Service (PTS) - The PTS module, an Planning Studies). extension of the Public Web module, notifi es (subscribed) individuals of traffi c and transit incidents that could affect Road Weather Information Systems (RWIS) - including fog, their travel. ice, and fl ooding sensors which shall allow quick emergency response and users alerting (refer to Winter Service Plan Automated Vehicle Identifi cation (AVI) - The AVI system Appendix D.4.5) uses vehicles equipped with transponders or electronic toll

TXDOT SH121 TOLL PROJECT 37 PROJECT DEVELOPMENT PLAN

tags to serve as vehicle probes to measure travel times and Vehicles, Machinery and Equipment Quantity report abnormal traffi c fl ow caused by incidents and provide Supervisors pick up 2 origin/destination data for transportation planning purposes. Standard Pick up 5 Roadspace Management - The proposed software will Patrolling Vehicles 3 provide an overview of closures, preventing clashes, Backhoe/Loader 1 improving safety, reducing delays. It also provides Brush Clipper 1 the opportunity for external organizations such as the Dump Truck 2 maintenance contractors and utility companies to directly Truck mounted crane (1.5 ton capacity) 1 generate their own roadspace requests by logging into the Crash Trucks 3 system across the Internet. Arrow Sign Equipment 6 Sign trailers 6 Pavement Management system - We will implement a Snow Ploughs 7 storage and enquiry modular program that enables the Anti Icing pre-wetting spreader 7 Developer to manage from one single computing application Table 2 – Vehicles, machinery and equipment all roadway parameters such as geometry, inventory, road surface and pavement structures, auscultation (Defl ections, IRI, CRT, etc.), engineering structures and works, traffi c, C.1.5.e Approach to interfacing with TxDOT, expert management of road surfaces and pavements for NTTA and others their maintenance, actions, etc. A unique aspect of a CDA is that the design, construction, operation and maintenance are all integrated such that Traffi c Management Center Equipment the treatment of one activity is specifi cally considered In order to support TMC operator’s tasks, the TMC will be for its effect on other activities. For instance, because equipped with the following elements (excluding the needed the builder of a project will also operate the project, all servers in which the different TMC applications will run and interfaces with stakeholders during the construction phase data and video shall be backed up): bear in mind how it will impact those same stakeholders in the operations and maintenance phase. Accordingly, A. Two operational workstations, each one with a state-of- the approach to interfacing with the above stakeholders the-art personal computer; for purposes of Operations is very similar to the approach B. One 84” video wall capable of displaying CCTV images utilized, for instance, when interfacing with stakeholders as well as a schematic representation of the roadway; in the Project Management or Design phase (covered elsewhere in this document). Therefore, where stakeholder C. Two shared printers and one fax machine interfaces were covered holistically in previous sections with Additionally, the meeting room will be equipped with a specifi c attention given to operational interfaces, reference workstation for TxDOT staff, with access to the same video here is simply made to those previous sections to avoid feed and applications as the TMC operators. repetition of the same material.

Proposed operator owned equipment Please see section c.1.1.b.(3) for a detailed discussion of Developer’s approach to interfacing with TxDOT, In order to support operation and maintenance fi eld contractors, consultants and other governmental authorities. activities the Developer will be equipped with the following standard equipment: Please see sections c.1.4.b and c.1.8.b(ii) for a detailed discussion of Developer’s approach to interfacing with adjacent landowners and road operators.

TXDOT SH121 TOLL PROJECT 38 PROJECT DEVELOPMENT PLAN

Please see sections c.1.3.d, c.1.5.a, c.1.5.b, c.3.1.e for a The proposed location of the Developer’s Administrative detailed discussion of Developer’s approach to interfacing and Maintenance buildings, adjacent to nearby emergency with NTTA. services, will further facilitate joint training exercises and collaborative working practices. Customer Interface during Operations: As mentioned elsewhere, the Customer Service structure is a contingency Emergency planning will be managed under the ROD who plan established to ensure no interruption to customer will ensure development and continuous improvement of service in the event the fi ve year customer service the Incident Management Plan. Prior to SCD, the ROD will contract with NTTA is not extended. The proposed Tolling hold a partnering session with all authorities and emergency Contingency Plan will consist of the following essential staff service personnel from the different state and local employees reporting to the Customer Operations Director: agencies. The outcome of this session will be roles and responsibilities, communication ladder, reporting creation, • Call Center Manager: role to be implemented from start of implementation of Tolling Contingency Plan distribution and documentation requirements, and chain of to end of Term. Develops Complaint Resolution command for each type of incident or emergency. Based Procedure. Oversees call center for public. on these outcomes, the Maintenance Manager will prepare standard operation procedures in order to complete the • Invoicing / Collection Manager: role to be implemented from start of implementation of Tolling Emergency Response plans. Contingency Plan to end of Term. Coordinates Day-to-day Incident Response and Reporting will be man- Toll policy, technology, invoicing, procurement, aged by the Field Patrols coordinated by the Traffi c Man- and manages complaints in the fi rst instance. agement Center. The Maintenance Manager or designated Refer to Figure 5 to see the Customer Operations duty manager will be on call 24/7 and will respond to inci- organization chart. dents within one hour. All lane closures and traffi c control plans will be approved by the Roadway Operations Director. The overall Customer Service Strategy is further developed In the event of an incident, the fi eld patrols will agree and in Appendix D.4.1. implement the traffi c management plan.

C.1.5.f Emergency Planning From an ITS perspective, the Traffi c Management Center central software will have the capability of guiding the The Developer is responsible for formulating Emergency operator through the whole process of dealing with the Response and Incident Management Plans as part of the incident, including suggestions about the steps to be taken Project Management Plan in compliance with Attachment according to a set of predefi ned incidents. Additionally, the 1 of the CDA. The Developer has included a preliminary system will have the ability of logging/archiving incidents, Emergency Response Plan, included in Appendix D.4.3, including the steps taken in response to the incident. The which establishes the strategy towards emergencies for the predefi ned set of incidents will then be updated every time SH 121 Facility. Following contract award, this Plan will be a new incident arises and is solved, and feedback from further refi ned to include the following analysis: every previous experience will be used to enhance the • Asset Assessment response methodology to be suggested to operators. • Threat Assessment Accurate weather conditions are assured thanks to the weather stations to be installed along the roadway. • Vulnerability Assessment Nevertheless external sources will be used to anticipate • Risk Assessment major weather changes that could lead to the activation of • Continuous Assessment the Emergency Plans.

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C.1.5.g Lane closures and traffi c restrictions The Traffi c Management Plan includes details of the overall approach that can be summarized as follows in terms of The premise for the construction sequencing and traffi c temporary lane closures and/or temporary road closures management plan for the SH 121 Facility will be fi rst and due to emergencies: foremost to ensure the safety and convenience of the traveling public and the construction personnel, second to • Temporary Lane Closures minimize disruptions to adjacent businesses, and third, in For temporary lane closures, the the most effi cient manner possible construct the project in following procedures apply: a timely manner, thereby allowing the expeditious opening of the facility to the customers. - When the Developer must close a lane for maintenance or an emergency, the Developer These goals will be met by providing a logical detailed contacts TxDOT at least two weeks prior to the plan that is in conformance with Good Industry Practice, closure or when the emergency occurs. following the requirements of the Texas Manual on Uniform - Maintenance lane closures are set after rush Traffi c Control Devices (TMUTCD) and in phasing the hours, and should not disrupt traffi c. Lane closures construction to minimize the length of time there will be that require more than one lane to be closed are interruptions to traffi c. All phases will be developed such performed at night when traffi c is at a minimum. that the same number of existing main lanes will remain • Temporary Road Closures open to traffi c. The exception to this is during times when operations such as beam placement or other overhead When an emergency occurs, the Developer will notify all local authorities of the situation, making it clear operations above travel lanes occur. In those instances that the road is closed due to the emergency. The detours will be developed to reroute traffi c through the most Developer will divert traffi c from the Facility property expedient and safe route. The freeway closures that require and will advise local authorities on the reopening of detours will be confi ned to times when traffi c volume is at the road. The Developer will use all available resources its lowest such as nights and weekends. Off-duty uniformed to expedite the reopening of the road and will advise police offi cers will be used to assist with the implementation local authorities of the actions taken and their results. of roadway closures and major detours. C.1.6 MAINTENANCE MANAGEMENT The management of lane closures and traffi c restrictions will be managed by the Maintenance Manager through the C.1.6.a Maintenance Strategy Roadspace System as part of the Operations Management The Developer will retain the responsibility of the O&M Plan. This will defi ne a matrix of allowable lane closures, Work. The Developer will not subcontract this responsibility taper locations, operational times and appropriate traffi c as a whole to any third party. The Developer will implement control plans. a professional Roadway Operations organization, Advanced notifi cation will be promoted by media, website specifi cally developed and trained to manage the SH 121 notice, as detailed in the Communications Plan, and DMS Facility, comprised of competent individuals supported by on site. Incident closures, delays, diversions and anticipated operational in-house maintenance, patrolling, control and IT clearance timescales will also be communicated to the crews, and a large pool of local subcontractors specialized public through the website to provide real time information in the construction and maintenance of highways from and journey decision making in order to best mitigate which the Developer intends to obtain help to address incident related congestion and delays. This function will be specialized maintenance needs during the concession term. coordinated by the Maintenance Manager and the Roadway The Developer will maintain the SH 121 Toll Road to provide Public Information Representative. a safe and reliable transportation system for its users while

TXDOT SH121 TOLL PROJECT 40 PROJECT DEVELOPMENT PLAN

also ensuring its maintenance as a long-term capital asset. • Routine Roadway Maintenance Program The Developer will take a Performance-Based approach, consisting of maintenance activities for the daily supported by a comprehensive Facility inspections plan, to remedy and repair of facility elements. maintenance of the SH 121 Facility features, components • Renewal Roadway Maintenance Program consisting of and elements. Such approach will guarantee the effi cient maintenance activities designed to reconstruct, renew, allocation of in-house resources to effectively address restore, rehabilitate or replace facility elements to improve routine and preventive, reactive response and long-term their residual life or satisfy new technical requirements. maintenance needs ensuring the continuous operation of • Handback Maintenance Program consisting of inspections a safe and reliable Facility under TxDOT’s standards. This and maintenance activities directed to meet and exceed approach will guarantee the delivery back to the State of a Handback Requirements established by the CDA. well-maintained asset retaining its long-term value. The Maintenance Management Plan will be delivered prior The primary elements of the Developer’s approach to to NTP2 and will be updated, at least annually. Maintenance are as follows: The process and procedures of the Maintenance • Provide and ensure a smooth and immediate Management Plan will comply with relevant TxDOT transition from construction to operation and from standards and legislation in force. TxDOT’s to Developer’s control of Segment 1. Each maintenance item the Maintenance Management • Routinely and closely monitor the performance Plan included as Appendix D.4.2 includes a schedule of the asset to expeditiously respond to emergency or imminent maintenance needs. of inspection, routine maintenance and preventative maintenance with their corresponding procedures. • Maintain the SH 121 features, elements, components Frequency is based on maintaining the Performance and systems effectively and effi ciently to meet Requirements and is organized in compliance with section the Performance Requirements established by the CDA, ensure the continuous, serviceable 19.2.1 of the project Specifi c CDA. and safe operation of the facility minimizing The Developer will utilize the following resources to support delay or inconvenience to the road user. the maintenance programs: • Develop a long-term maintenance plan to • Professional Maintenance sub organization with maximize the asset serviceability and guarantee the satisfactory achievement of the Handback trained in-house engineers and maintenance crews Requirements established by the CDA. • Field Patrollers to assist with lane closures and visual inspections As described in the Maintenance Management Plan, the Developer will implement the following programs to achieve • Traffi c Management Center to overlook, coordinate, the maintenance objectives: support and control fi eld maintenance works • A Roadway Inspection and Testing Program providing • Information Management tools to manage records an accurate condition report of the SH 121 facility and of inspection and maintenance activities aiding the Developer’s programming and implementation • Vehicles, Machinery and Equipment of response to defects or Renewal Work. as listed in section 1.5.d. • Preventive Roadway Maintenance Program consisting of maintenance activities to preserve the condition and These resources will be led by the Roadway Operations slow the deterioration rate of the SH 121 facility. Director and will be organized following the chart showed in Figure 4.

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The Maintenance Manager will be responsible for Staffi ng analysis will be performed as the project develops coordinating the day-to day roadway Operation and to anticipate potential additional staffi ng requirements. Maintenance activities. This position will be fi lled shortly Given the history of maintenance contracting in Texas, there after NTP1 in order to: is a good base of subcontractors from which the Developer • Finalize and submit the Maintenance will draw for certain specialty maintenance activities. Management Plan prior to NTP2 The Developer’s approach to subcontracting external • Coordinate transition of maintenance services to address specialized areas of maintenance is as responsibilities from TxDOT to the Developer follows. The Road Operations organization will: • Hire and train personnel to be part of Maintenance, Field Patrols and TMC crews • Identify the maintenance needs • Engage and monitor local companies to support • Initiation and management of the procurement process specialized maintenance activities. • Defi nition of the scope of works to be carried out • Defi ne the Renewal Work to improve • Close monitoring of the subcontractor’s performance condition of existing facility sections • approval, in accordance with Developer’s goals and The Technical Manager will be responsible for major CDA established procedures, the completed works. works and asset renewals. This position will be fi lled after The anticipated areas to be subcontracted are: construction of all segments is completed as renewals are not expected in the very early stages of operation. 1. Specialized inspections: falling weight The Developer will reserve this position for the Technical defl ectometer, ride quality and skid resistance Manager that was assisting the D&C Director during measurements and NBIS inspections. construction given the importance of having a good asset 2. Routine maintenance: mowing and landscaping (including background for this role. pesticide and herbicide services), routine illumination systems maintenance and safety devices replacement. In addition there will be two supporting positions for the Roadway Operations Director: 3. Emergency response: incident cleanup/towing services. • QA/QC Assistant: will deal with all quality, 4. Facilities Maintenance: landscaping, environmental and Health & Safety issues. janitorial and security. • Roadway Public Information Representative. Will 5. Renewal Maintenance involving heavy equipment. coordinate the communication of roadway information to the public (i.e. what roadway information is published in As part of thief Performance-Based approach to the web) and will deal with roadway user complaints. maintenance, the Developer will inspect and monitor the different elements of the Facility, prepare a periodic The anticipated in-house workforce is shown below: maintenance plan and ultimately arrange for the

Maintenance Crews 3 Foremen 12 Labor maintenance activities to be carried out by in-house Field Patrols (24x7) 2 Supervisors 8 Patrollers personnel or subcontractors. The periodic maintenance plan Traffi c Management Center (24x7) 2 Supervisors 8 Operators carried out by the Developer will comply with the provisions related to Renewal Work and Renewal Work Schedule as Table 3 – In-house workforce stated in sections 8.5 and 8.6 of the CDA.

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C.1.6.b Interface with Stakeholders INTERFACE WITH LIAISON CONTACT With respect to maintenance, there are specifi c interfaces THE DEVELOPER: REPRESENTATIVE PERSON ISSUES with other stakeholders that have not been covered COMMERCIAL CEO Fernando Redondo elsewhere and which require specifi c description. PUBLIC Rhonda Price Prior to the transition to O&M of each section, a partnering INFORMATION COORDINATOR session will be held with TxDOT and its consultants where TECHNICAL ISSUES D&C Director [TBD] technical information and contact information will be ex- DESIGN / changed, communication escalation ladders will be estab- CONSTRUCTION lished, and potential maintenance problems and proposed TECHNICAL ISSUES ROD / CIO Belen Marcos/ solutions will be identifi ed. These meetings will be held at OPERATIONS Javier Martinez the senior management level between equivalently situated QUALITY AND QA/QS ASSISTANT Jesus Alvarez persons managing the operations of adjacent roads – in par- ENVIRONMENTAL ticular of the Dallas North Tollway and the relevant personnel FINANCIAL / CFO Pedro Losada INSURANCE / LEGAL in charge of US 75. The Project Extranet will be the primary information sharing tool on an ongoing basis for stakehold- Table 4 – Developer’s liaison representatives ers concerned with maintenance namely, TxDOT, adjacent operators and governmental agencies. TxDOT employees will C.1.7 SCHEDULE, COST CONTROL AND be co-located with the Developer Team, further enhancing QUANTITY ESTIMATING collaborative and communicative working practices. C.1.7.a Schedule Management Control Prior to SCD, Design and Construction coordination with The D&B Team will create a Project Control Group, Railroad and Water crossings will address O&M crossing overseen by the Controls Manager, with responsibility to permits, method statements for maintenance and repair and manage Planning and Scheduling, Estimating, Cost Control, any other maintenance requirements. A permit to work re- Document Control, Project Accounting and Reporting. The quirement will be managed through the Roadspace System. Project Control Group will monitor the Schedule and Cost The main interfaces that have been identifi ed and the Baseline to ensure compliance with the overall Project different Developer liaison representatives are: objectives and conduct forecasting, trending, change control and mitigation planning to ensure ongoing activities comply with the Schedule and Cost Baseline.

C.1.7.b Project Schedule and Cost Control

In order to ensure that the schedule and cost objectives are met, the D&B Team will adapt the following basic control principals: • Utilize Project coding structures that support project defi nition, execution and Client reporting requirements • Set aggressive schedule targets with appropriate fl oat to meet the construction execution strategy • Defi ne discrete packages of work with single point responsibility

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• Clearly defi ne interfaces between participants fi eld personnel to evaluate the schedule and make any changes necessary. • Adopt a proactive style of cost awareness • Identify critical issues and mitigation plans Project Management Systems • Identify opportunities A) Cost Control • Issue timely and concise status reports A project management system will be used in this project to with emphasis on variances to plan defi ne, plan, monitor and control costs and procurement & construction during all phases of the project. Connected by Successful projects depend on adhering to a rigid Project local area network (LAN) and remote hook-up, all offi ces Control Process which entails four key steps as follows: will be connected and responsible for maintaining the data. • Plan: Schedule and cost baselines are established in Data security will be established to ensure that project suffi cient detail to account for the full defi nition of scope teams have the appropriate safe access to all information with acceptance and ‘buy-in’ of all team members. needed, while protecting sensitive areas of the database. • Measure: Progress will be monitored on a regular The following list highlights the various areas that will be basis with current status measured against implemented in Cost Control: the established schedule and cost baselines. Commitments to date and incurred cost will be • Estimating captured, and prediction of cost and schedule through • Cost Control to project completion will be given monthly. • Project Accounting • Report: Variances to schedule and cost baselines will be reported on regular basis with the potential • Procurement impact on the project highlighted. Regular risk analysis will be carried out to confi rm the adequacy of • Construction Management contingency and probability of meeting the schedule. • Document Control

• Mitigate: Corrective actions for adverse schedule B) Primavera and cost variations will be taken with the focus on resolving signifi cant deviations. Primavera software will be used for critical path analysis and manpower loading on all schedule levels for the project. C.1.7.b.i A description of the system used The Project Master Schedule (level 1) and the Interface for preparing and updating the Project Co-ordination Schedule (level 2) will be developed and schedule and for calculating progress maintained by the central core team. Each Sub-contractor performance for the Project will be responsible for preparing and maintaining their own schedules to ensure that compatibility and fl uid integration To prepare the Project Schedule a complete study of the with the level 1 and 2 schedules are maintained by the plans, specifi cations and Project conditions will be done central core team. so as to have a complete understanding of the project. To update the Project Schedule fi eld engineers will measure C.1.7.b.ii A description of the proposed the items completed on a regularly scheduled basis and plan to integrate subcontract activities summarize that information in the schedule as completed into the Developer’s scheduling and work. The progress will be compared to the target to reporting system. evaluate the project performance. Coordination meetings will be held on a regular basis between management and The Project Control Group will develop, monitor, and update the integrated Critical Path Method (CPM) Project

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Schedules for Engineering, Procurement and Construction. c) Package Schedule Report It will also monitor Project Progress, recommend any This report will list all planned Contracts and all planned corrective action if required and compile all information into Purchase Requisitions and will detail the activities and a Monthly Progress Report. interfaces with others. The complete report will be updated To provide further detail, listed below are the services to be and issued monthly for “actual and forecast dates”. performed by the Planning and Scheduling section: d) Sub-contractors Schedule and Progress Reporting • Master Schedule All Sub-contractors will be required to prepare detailed • 60 Day Look-ahead Schedules critical path schedules (CPM) demonstrating how they plan to execute the work to meet the dates as specifi ed in their • Detailed Critical Path Co-ordination Schedules (CPM) for Design, Procurement contracts. All interface dates from others will be clearly Environmental, Utilities and Construction defi ned. Sub-contractors schedules will be monitored weekly and updated monthly. • Manpower Histograms Moreover sub-contractors progress will be monitored monthly • Progress Curves and even more frequently if deemed necessary by the Con- • Master Schedule struction Manager. Each contract pay item will be assessed • Prepare the Monthly Progress Report. for either percentage of completion or quantities installed. • Evaluate Contractor’s Schedules. C.1.7.b.iii A description of the proposed • Provide Procurement with Schedules Requirements plan for maintaining the ability to ramp to include in each Tender Package up/ramp down the level of services • Monitor the Contractor’s Schedules. provided and for maintaining individual Project Segment schedules • Prepare Schedule Analyses to adverse variances The Design and Build Contractor fi rmly believes that Schedules and Reports a detailed plan of all the scheduled activities is key to a) Project Master Schedule guaranteeing an expedited delivery and a safe construction environment while assuring a high quality design and The initial Project Master Schedule will be prepared construction. A well planned job will allow securing the during the early phase of the Project as soon as the major necessary resources at the proper time in the proper place. milestones of the Project have been established, the The management team will work to minimize the adverse preliminary scope has been formulated and a preliminary variances to schedule and cost baselines, and will implement estimate of major quantities has been prepared. It will be in corrective measures to correct any deviation if needed. the format of a time scaled bar chart. Even with the best plan there will always be situations b) Detailed Project Schedule in which the D&B Team will need to ramp up or down A detailed schedule in the format of a computerized logic their resources in order to adapt the production to future network (CPM) will be prepared showing breakdown of requirements while maintaining the segment schedules. engineering, environmental, procurement and construction This production fl exibility will be maintained through both activities. These activities will be coded by commitment subcontracting and self performing some parts of the package. work. It has been our experience in similar design and build contracts that some critical activities have to be broken

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down and performed by more than one subcontractor or well-informed and engaged group of transportation leaders. be partially self-performed. Having resources at both the Furthermore, the early history of SH 121 has made it a D&B Team level as well as at local subcontractor level closely watched project, controversial at times, and no reduces the risk of delay due to greater fl exibility. Although doubt subject to scrutiny as the region’s fi rst concession. a complicated task, the D&B Team is confi dent in its ability The Developer is acutely aware of these dynamics and to effectively coordinate multiple companies on the SH 121 understands that it will not only be viewed as TxDOT’s project through approaches effectively employed on other representative on this project, it is also representing the projects around the world. concession as a model for future projects in the Dallas- Fort Worth area and around the State. In this respect, C.1.7.b.iv Description of how the Developer engagement of the community at every level will be will approach re-scheduling of its own critical with implications far beyond this single project. and subcontractors’ activities to achieve Our approach is built upon a total team commitment to schedule recovery objectives and how open communications, collaborative problem-solving, and these objectives will be enforced with its exemplary service. Our pledge is to ensure TxDOT and work force and its subcontractors Cintra are viewed as model partners by all constituencies in the Dallas-Fort Worth area. Progress will be monitored on a regular basis with current status measured against the established schedule and cost The Proposer and its appointed subconsultant, Group baselines. Commitments to date and incurred cost will be Solutions RJW, both have a reputation for strong public captured and prediction of cost and schedule through to involvement and community outreach. Our communication project completion given monthly. Corrective actions for strategy - to inform, engage, facilitate and problem solve adverse schedule and cost variations will be undertaken - is framed by the approach discussed below. with the focus on resolving signifi cant deviations. If an Inclusion of Constituencies and Customer Groups activity starts to fall behind, the Project Control Group would carry out an analysis to understand the potential impact The SH 121 Project impacts a broad range of to the schedule. Once the cause of the potential delay is constituencies. The 25 mile toll road transects multiple identifi ed the Project Control Group will implement a set counties, cities, and neighborhoods including Denton and of corrective actions to achieve the schedule recovery. Collin counties, Lewisville, The Colony, and the Coppell These actions might include increasing the available work Greens and Magnolia Park subdivisions. The project is force, working during the weekends, working overtime, critically important to elected leaders in these communities, reallocating crews from non critical activities to critical ones, land owners, business owners adjacent to the project increasing supply, stockpiling materials and double handling corridor, other transportation providers, utility providers, to avoid interruption of supply, negotiate incentives with and a host of other specifi c groups and individuals. The subcontractors for timely completion, etc. Developer team shall continue identifying interested and affected Customer Groups, include them in a project C.1.8 PUBLIC INFORMATION database, and use a variety of communication strategies AND COMMUNICATIONS to keep these stakeholders abreast of activities, solicit their questions and concerns, and resolve project related issues C.1.8.a Community Relations and in a proactive manner. Sample constituency groups will governmental liaison include, among others: The Developer’s communication strategy is as important • The North Central Texas Council of Governments as its construction strategy. This is particularly the case in • The Regional Transportation Council the Dallas-Fort Worth area which by any measure has a

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• Dallas-Fort Worth Area Partners in Mobility Special Attention to Construction Impacts and the Unique Needs of Stakeholders • The Dallas Regional Mobility Coalition • Affected land and business owners The Developer believes communication strategies should be tailored to fi t particular Customer Groups. Residents living • Surrounding neighborhoods near proposed sound walls will need specifi c information • Potential SH 121 customers on the voting process. Elected offi cials must receive timely Project updates to be responsive to their constituents. • Chambers of Commerce Commuters will have a special interest in road closures • Elected offi cials (state, county, city) and detours, and utilities often need information of a more technical nature. • NTTA Multiple Outreach and Communication Strategies • Local mass transit authorities (DART, The T, the Trinity Railway Express) Because a great strategy is meaningless without sound • BNSF execution, the Developer approach uses diverse strategies to communicate with diverse Customer Groups. Regularly • Utility providers scheduled briefi ngs and written updates provide elected Interfacing with TxDOT offi cials and leaders of public agencies with information at anticipated junctures and puts information at their Project success is predicated on the Developer’s ability to fi ngertips. Public and community meetings afford those work with TxDOT toward common goals. Our relationship adjacent to the project, and those with an interest, the with TxDOT will be built on consistent, proactive, and opportunity to meet with project staff to discuss the project clear communications on project issues and solutions. and address common goals. The project website and TxDOT involvement in issues will be facilitated through media advisories will provide the driving public the latest monthly meetings, written updates, immediate notifi cation information on construction and travel impacts. Immediate on high priority issues, and a review process on public access to project personnel is possible using the project communications. High priority issues and publications review hotline, email, or a visit to the public information offi ce. And procedures will be defi ned in consultation with TxDOT, both for those wanting to celebrate project milestones, block at the District level and with the appropriate PIO. parties and open house events are planned.

Open, Consistent Communications and Collaborative Documentation and Response Problem-Solving An effective project means conducting meetings and Customer Groups will better support the project if they activities that solicit public input and document input and are provided timely information, notifi ed in advance of response. The Developer will use an electronic comment construction activities and possible impacts, alerted to management system and coupled with simpler methods impacts on travel and offered alternative routes, and such as a complaint and inquiry form that will be made provided an opportunity to work directly with project staff. available to any citizen, governmental entity, or other The Developer plan focuses on continuous communications Customer Group upon request. Comment cards will be and collaborative problem-solving. Our approach to available at all meetings. Questions and complaints will collaboratively working with Customer Groups to solve be carefully documented and distributed to appropriate problems is not only wise, but necessary to keeping the personnel so that issues can be thoroughly reviewed and project on-time and on-budget. effectively resolved.

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Exemplary Service changing conditions in the Dallas-Fort Worth area are both known to and adequately considered by the Developer in To the public, the Developer represents TxDOT on the SH the operation SH 121. 121 Toll Road Project. Our goal is to exceed TxDOT and the public’s expectations by providing the public with timely in- A Regional Partner – NTTA formation, notifying Customer Groups in advance of potential Both because of its long-term and respected presence in impacts and construction, gathering input from the public the Dallas-Fort Worth area, and because of its fi ve year specifi c to the project, responding to that input, and building commitment to operate the customer service center for and maintaining public confi dence, trust, and goodwill. SH 121 customers, NTTA will be a critical partner to the The Developer is committed to fostering and maintaining Developer. As such, the Developer’s Chief Information Offi cer positive community relations. The Developer will host reporting directly to the CEO, will have responsibility for events that mark project milestones and sponsor special ensuring effective communication with NTTA. Although the events for residents and the public. Examples of milestone Developer has full confi dence that NTTA’s fi ve year contract events include a Meet the Contractor reception and for customer services will be extended, the Developer groundbreaking events (e.g., celebrating the dedication has devised a provisional organizational chart whereby an of an important bridge, or the “Halfway There” mark). independent Customer Service division would be created Examples of special events for residents and the public should the Developer need to provide back-offi ce and include “Kids’ Day” events inviting children in communities toll collection services (Tolling Contingency Plan – please near construction to see construction equipment up close reference sections c.1.3.d, c.1.5.e, and c.3.1.e). Should that and participate in activities, block parties to thank residents occur, the developer’s approach will be to create a division for their patience during construction, and job fairs that that will report directly to the CEO and be charged with invite the interested public to learn about employment public liaisons, dealing with Customer Groups and the media opportunities on the project. in accordance with CDA requirements (section 3).

Communication for the Life of the Project C.1.8.b Preliminary Communications Plan Because of the Developer’s experience of having operated Within 60 days of issuance of NTP1 (as opposed to the toll roads from construction through to the point of handing 90 days set forth in the CDA), the Developer will submit to back the project to the State owner, it is uniquely aware TxDOT a complete Public Information and Communications of the importance of engaging and informing the public Plan (PICP) based on the preliminary plan set forth in this throughout the life of the project. When the traveling public document and as further developed in the Preliminary pays for each trip taken on a roadway, its expectations Communications Plan attached as Appendix D.4.4. The of the level of service increase accordingly – they truly reduction in time is due to the experienced staff appointed become customers. Having successfully served millions of for this task. The advanced stage of the plans will allow for a customers around the world, the Developer will continue its more comprehensive review and enhanced input by TxDOT. program to provide exceptional customer service throughout the life of the concession. This partly involves the use of The primary task to be undertaken in the development of state-of-the-art communication technology (real-time traffi c the Plans will be to identify all Customer groups and to condition reports, user-friendly website, etc.). And because tailor the specifi c communication measures to their issues there is no substitute for direct interaction, technology will and to ensure full compliance with all requirements of be coupled with face-to-face interaction such as ongoing the CDA. Once approved by TxDOT, the comprehensive involvement of civic leaders, surrounding neighborhoods plan shall guide the Developer’s communications during and 121 customers. This ongoing involvement ensures the construction, operation, and maintenance phases

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of the SH 121 Project. The PICP is meant to be fl exible sound wall voting process for residents living adjacent to the and responsive to changing needs and conditions. The 183A Toll Road, experience that will prove advantageous as Developer will remain mindful of the local environment and sound walls are proposed in several neighborhoods along cooperate with TxDOT to amend the PICP as required to SH 121. Ms. Price’s direct, personal, and prompt response suit yet unknown circumstances, including public reaction to residents’ and elected leaders’ concerns helped the 183A to impacts from the work, increasing information needs, contractor maintain a positive relationship with residents changing legislation or revisions required to meet the even in the midst of hardships related to the construction. fi ndings of any audits or reviews. In addition to the Public Information Coordinator, The • Qualifi cations and experience of proposed Developer shall appoint a Roadway Public Information key staff members who will be engaged Representative and other necessary personnel to for purposes of community outreach assist in the preparation of meetings and in the liaison The Developer has partnered with Group Solutions RJW, with stakeholders. By assigning multiple individuals to a public involvement fi rm with 14 years of experience these important tasks, The Developer exceeds TxDOT’s developing and implementing communication and requirement and ensures the public continuous access to stakeholder involvement strategies for highway and other individuals highly capable of responding to their needs. infrastructure projects. Group Solutions RJW also brings • Adjustments to construction, operations, and maintenance to the project expertise in the areas of meeting facilitation, activities in response to community concerns consensus building, and media relations. Group Solutions RJW has worked with cities and elected offi cials across The Developer project team shall receive and review Texas, including city councils in Ft. Worth and Greenville, community concerns and, to the degree possible, resolve and is currently working on projects for the North Central or mitigate problems and positively respond to community Texas Council of Government and Dallas Area Rapid Transit. requests. To support these efforts, The Developer proposes SH 130, 183A Toll Road, I69/TTC, I35 Corridor Rebuild, to appoint a complaint resolution team consisting of the DART Central Business District Alternatives Analysis and Developer Roadway Public Information Representative, the Capital Metropolitan Transit Authority Light Rail Project, are Call Center Manager, the Public Information Coordinator a few of the other successful transportation projects on and the TxDOT PI Offi cer. The team will review complaints which project team members have played active roles. and seek ways to positively respond to suggestions made by impacted neighborhoods and residents, public TxDOT has approved Rhonda Price, Group Solutions RJW offi cials, landowners and other Customer Groups. The fi nal Senior Consultant, as Public Information Coordinator decision on adjustments to construction, operations, and for the project. Ms. Price has more than 20 years of maintenance activities rests with the CEO of the Developer communications experience, including ten years as an on- in consultation with TxDOT. air media personality and 11 years as a public information • Proposed communications strategies offi cer in the public and private sectors. Most recently, Ms. Price served as Public Involvement Coordinator for The Developer shall use the following strategies to the $238 million dollar 183A Toll Road Project in Central successfully communicate with Customer Groups: Texas. She worked in this role from the beginning of toll road construction through the successful completion of the Project Website roadway, was responsible for all project communications Within 45 days of the issuance of NTP1, The Developer (to the public and elected offi cials), and worked directly shall establish a project website that is visually appealing with those neighborhoods and individuals impacted by and written in a customer-friendly manner. This aggressive construction activities. Ms. Price also spearheaded the schedule represents the Developer’s acknowledgement of

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the importance to the public of immediate and accurate will take the form of neighborhood specifi c meetings, large information. community-wide gatherings, or meetings to discuss a specifi c topic (e.g., such as sound walls). The Developer As information becomes available, The Developer shall post shall adhere to TxDOT requirements regarding public content that includes, but is not limited to: meetings, such as prior notifi cation of Developer-called • Project information on design, construction, meetings and participation by the Developer in support of maintenance, and operations; maps; TxDOT-sponsored meetings. The Developer will exceed • The timing of street and ramp closures and openings; expectations of a “typical” public meeting by providing recommended route alternatives during closures; high-quality displays and state-of-the-art visuals such as an animated “Virtual Tour” of the Project alignment. The • Frequently asked questions; Developer will be prepared to answer issues raised at • A list of public meetings, briefi ngs, and other meetings and through other channels. Topics will include opportunities to meet with project staff; design and construction issues affecting any adjacent residential areas and businesses, such as frontage road • Information on Toll Tags and a toll calculator; confi guration and noise and retaining walls. • Rest areas and services along SH 121; Briefi ngs and Updates • Location of the project information offi ce, The Developer acknowledges its responsibility to keep • Job opportunities; elected offi cials and public agencies updated on project • Links to the TxDOT HCR and other websites developments. Briefi ngs will be scheduled on a quarterly deemed appropriate by TxDOT. basis during construction, or whenever pertinent • A Real-time travel speed map developments warrant, for commissioners’ courts in Collin, Denton, and Dallas counties and for the city councils of • Traffi c accident, construction fl ooding, Lewisville, Carrolton, The Colony, Plano, Frisco, Allen, and special event information McKinney. Briefi ngs will also be held for appropriate entities • Closed Circuit Television images such as the North Central Texas Council of Governments (NTCOG). Because there are several members of • Dynamic Message Sign messages the Legislature from the North Texas region in critical • Incident notifi cation (via fax, email or positions regarding transportation policy, the Developer pager) subscription service (in conjunction with TxDOT) will make a concerted effort • Dynamic routing application keep these elected offi cials informed at any and all critical junctures to ensure they remain supportive of not only • Project Extranet the SH 121 project, but also concession model used to The website will also allow visitors to email questions directly implement the project. Quarterly written updates will also be to the Public Involvement Coordinator. The Developer will prepared and provided to these same elected offi cials and furnish all materials in Spanish upon request and will assess any public agencies requesting them. with TxDOT the need for communications in other languages Project Hotline or other demographic adaptations where appropriate. A 24-hour project hotline shall be established to allow Public meetings Customer Groups to call with questions or to register The Developer considers meetings with Customer Groups complaints. The hotline shall be answered during normal to be a crucial part of a successful PICP. These meetings business hours. After hours, a voice mailbox will allow

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callers to relay inquiries and complaints. Emergency System”, which will record action taken and correspondence inquiries received after hours will be routed to The with complainants. Developer’s designated manager on call. Non-emergency The general methodology includes: calls received after hours will be returned on the next business day. • Maintaining an electronic log of all citizen communications (e.g., calls, emails, letters, etc.) Public Information Offi ce and responses to these communications; The Developer shall maintain a Public Information Offi ce • Capturing, logging, and responding to questions or for the Term of Agreement in accordance with TxDOT concerns raised but not answered at public meetings; specifi cations. In addition to providing maps and other • Distributing comment cards at meetings, needed information, customers can expect to fi nd the briefi ngs, the public information offi ce, etc.; Developer team members available to answer questions and help resolve their concerns. The proposed Public • Routing questions and complaints to the appropriate person, or group, for resolution; Information offi ce covers a fl oor area of 1000 square feet, will be located adjacent to the Administration, Maintenance • Documenting resolution of the inquiry or and TxDOT buildings, and will be easily accessible. Offi ce complaint in the project records; hours shall meet, or exceed, those specifi ed by TxDOT. • Distributing a monthly report summarizing Under the Tolling Contingency Plan, we have anticipated the the communications and outcomes to need for more space for the PI Offi ce, and arrangements TxDOT and all other relevant parties. have been made for an expansion of these facilities up to 1900 sqf should all Back Offi ce and Customer Services Prior to its initiation, the Developer shall seek TxDOT’s review and approval of its proposed methodology. activities need to be carried out by the Developer. • Proposed methodology for dealing with the news media Other Communication Strategies The Developer will establish a working relationship with Other tools that may be used to communicate with the the media. The Developer shall provide accurate and public during construction and other phases include, but are timely information to the media. In turn, The Developer will not limited to, construction updates, door hangers, signage, utilize the media to disseminate project news to interested newsletters, videos, public service announcements, audiences. advisory groups and email notifi cations. • Proposed methodology for capturing and resolving The Developer is committed to providing the media complaints, concerns, or questions from the public with immediate and on-going access. Upon issuance of NTP 1, the Public Information Coordinator will enter The Developer proposes a multi-pronged approach to appropriate local, state and national media into the project capturing, resolving, and documenting questions and database, and within two weeks, the Public Information concerns from the public. We will implement the Audience Coordinator will prepare an information package that & Stakeholder Database, an interactive system proven to includes daytime and after-hours contact information for simplify and improve the public interface on projects. It will the media. The Public Information Coordinator will serve defi ne audiences and stakeholders, including their contact as The Developer’s media liaison, facilitating easy access details and agreed liaison protocols. It provides an auditable to information and allowing reporters to meet deadlines. trail of contacts made, minutes of meetings and details News releases concerning closures and detours will be sent of concerns and issues raised as well as a complaints/ to television, radio, and print media for use during early enquiries register “Electronic Comment Management

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morning newscasts, afternoon drive time broadcasting, and In recognition of the signifi cance of a positive public newspaper publication. perception of SH 121 from the outset, the Developer has invested in preliminary branding work. If successful in this The Public Information Coordinator will proactively arrange bid, the Developer will seek TxDOT’s input to the proposed interviews and editorial board meetings and suggest photo designs. Samples of how the branding might be displayed opportunities and story ideas that will keep the Project in a as part of the project aesthetics are included in the positive public light. The Developer will work cooperatively Technical Highlights DVD and further developed in Appendix with TxDOT and obtain TxDOT approval on media materials, D.2.7 . Samples of the proposed branding are shown below: as requested. • Proposed approach to Project marketing and advertising

The Developer’s marketing push will precede milestones such as segments of the Project opening to traffi c. The anticipated schedule is as follows: Segment One and Two 2008 Segment Three 2009 Segment Four 2010 Segment Five 2011

[Please refer to section 4. Milestone Schedule for further details}

The Developer will develop six to eight-week advertising campaigns including television, radio, and newspaper ads placed in media vehicles with high circulation and viewers. Because SH 121 transects several communities, Figure 12– Sample logos special attention will be paid to placing information in • Proposed approach for interacting with TxDOT smaller, community newspapers. Information will also be sent to neighborhood associations for their websites and TxDOT’s Project Manager and the Developer’s PI newsletters. The Public Information Coordinator will be Coordinator will be the central points of contact, persistent in seeking “target audience” publications such as coordination, and communication for the project. Although transportation-related magazines. direct communication between the respective TxDOT and Developer communications task leaders is encouraged. The Developer shall set and adhere to professional However, the Project Managers shall always be kept presentation and communication standards. High quality informed of the results of these communications (e.g., graphics, a project logo, and accompanying materials are verbally, email, meeting summaries, cc’s, etc.) important to the credibility and branding of the project. Adhering to TxDOT standards, and in consultation with TxDOT’s involvement in communication issues will be facili- TxDOT, The Developer shall develop project design tated on a monthly basis through project meetings, monthly standards and produce all materials in line with these reports, and participation as a member of the complaint standards. The Developer will coordinate marketing resolution team as well as through the Project Extranet. messages with TxDOT to promote SH 121 as part of the statewide toll road system.

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C.1.9 RISK MANAGEMENT to identify and then track problem areas. For each problem Our approach to risk management is linked with our plans area, a specifi c remediation plan will be prepared – this for quality control. That is, we will identify activities that plan will then be monitored to ensure that the problem is are inherently important to the success of the project and corrected in a timely and cost-effective manner. The level of identify those where problems in implementation may occur effort to mitigate a risk will be commensurate with the level at one point or another. of impact (cost) times the probability of occurrence.

The process starts with a collaborative analysis of project Initial mitigation and avoidance plans are documented risks. The risks may have to do with technical or project for each risk. When a risk is considerer highly likely or of management issues or some combination. Then the severe impact, alternatives are defi ned giving more than probability of each risk occurring is estimated along with one possible action. Managing risk then becomes a routine the potential impact to the project if it does occur. Risks that part of project work with particular attention focused on have both a high probability of occurrence and a moderate risks considered highly likely and of signifi cant impact. to high potential impact on the project will be candidates for Risk is regularly reviewed during progress briefi ngs and risk mitigation and contingency planning. adjustments made to the issues and mitigation strategies as needed. When a risk occurs, mitigation plans must be The greatest risk to the success of the project will come initiated and tracked to completion. from categories that exhibit the highest risk of non conformance. These will be monitored more closely, The matrix below shows the main risks identifi ed for this including internal audits or checks of each activity. Reports project, for more details refer to Exhibit A will be prepared on a weekly, monthly, and quarterly basis

RISK DESCRIPTION POTENTIAL PROBABILITY RISK RISK MITIGATION STRATEGY CONSEQUENCES OF RISK ALLOCATION Failure/ Inadequate design Damage to works, delays, Unlikely D&B Team Back-to-back contract with D&B Team; Design and/or non compliance design, construction and/ audit by an independent consultant; Adequate with Design Standards & or O&M additional costs; supervision by Developer’s Technical Manager; Criteria penalties Professional indemnity cover Overloaded design & Delays, additional costs. Unlikely D&B Team Back-to-back contract with D&B Team. Main engineering market Designer already engaged. Use of own personnel capacity Ability to meet established Delay; increased costs; Possible D&B Team Back-to-back contract with D&B Team; Adequate design milestones; penalties; cancellation and supervision by Developer’s Technical Manager; Performance / effi ciency costs Adequate quality management plan shortfalls Changes in Design Delays, additional costs. Unlikely Developer/ Relief/ Compensation event TxDOT Non compliance with Delays, additional costs. Negligible D&B Team Back-to-back contract with D&B Team; Adequate Design Standards & supervision by Developer’s Technical Manager; Criteria due to the use of Audit by an independent consultant. inadequate Technology Geotechnical and other Damage to works, delays, Unlikely D&B Team Back-to-back contract with D&B Team; Adequate data inaccuracies (input/ additional costs. quality management plan; Adequate supervision output) by Developer’s Technical Manager; Audit by an independent consultant. Suffi cient Field Investigation.

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RISK DESCRIPTION POTENTIAL PROBABILITY RISK RISK MITIGATION STRATEGY CONSEQUENCES OF RISK ALLOCATION Design defects affecting Delays, additional costs Unlikely D&B Team Back-to-back contract with D&B Team; Adequate constructability supervision by Developer’s Technical Manager; Audit by an independent consultant Failures; Non conforming Delays; additional costs; Possible D&B Team Back-to-back contract with D&B Team; work and defects Total/partial Interruption in Construction oversight by an independent discovered prior and post- infrastructure service consultant; Insurance Acceptance Identifi cation, Construction delay; Possible D&B Team Back-to-back contract with D&B Team; requirements, agreements additional costs Contractor adequate management, construction and relocation of utilities planning Contractual non- Construction delay; Unlikely D&B Team Back-to-back contract with D&B Team; performance additional costs Contractor adequate management, construction planning Change in law (including Additional cost Possible TxDOT/ General changes in law are borne by the taxes) Developer Developer. Discriminatory changes in law are borne by TxDOT. Breach of existing Penalties, delay, Unlikely Developer Adequate legal advice; experienced management legislation consequential losses, additional costs, loss of revenue Traffi c projections are not Loss of revenues Possible Developer Investment grade traffi c studies are prepared and realized audited by an independent specialist consultant to provide enough comfort to lenders Toll evasion Loss of revenue Possible NTTA or Prosecution of the vehicles that don’t pay the toll Developer fees. Changes in State Law (License Denial)

C.1.10 ENVIRONMENTAL The application of these principles will ensure that the MANAGEMENT PLAN Project development follows the principles of sustainable The Environmental Management System is detailed in development and that the use of natural resources, the the draft Environmental Management Plan, an integral natural environment, local communities and economic component of the Project Management Plan as required development are taken into consideration and protected by the Technical Provisions of the CDA. Preliminary during the Project. The Environmental Management Plan Environmental Management Plans for construction and has been prepared by D&B Team, in accordance with operation are provided in Appendices D.4.11 and D.4.12 these principles and adopted by the Developer for the of this proposal for TxDOT’s review. The Environmental Environmental Management of the Project. The Developer Policy establishes a framework on which the defi nition will prepare procedures within the Developer Design and of environmental objectives and goals is to be based. Construction Supervision Plan, to supervise and monitor the This includes the evaluation of the effects of a proposed effectiveness of the Environmental Management Plan. The activity on the environment, and the minimization of Environmental Management System will comply with and adverse impacts; integration of environmental protection follow the AASHTO EMS Guide. into the development of all project activities; rational use The D&B Team/Developer’s environmental policy estab- of material and energy resources; waste management; lishes its full commitment to progressive improvement in the consideration of environmental factors in the acquisition environmental performance of its production activities by of materials and service contracting; and compliance with studying the best management practices applicable to its the environmental requirements set forth in the CDA.

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business activities based on technical and economic criteria; • Operation of newly constructed wetlands, NEPA optimization of the use of natural resources; implementa- • Maintenance yard operations (spillage) tion of maximum energy effi ciency criteria; implementation of environmental management systems; and active com- • Ground water level monitoring at selected locations munication with government agencies to provide solutions will be required to provide assurance through the RLM of a 10 year Residual Life for groundwater. Assume for environmental protection. The D&B Team/Developer is one groundwater monitoring event at four locations. dedicated to protecting the environment through the imple- Assume monitoring wells are already installed. mentation of best management practices and documenting the measures to ensure overall quality control and quality • Sewer pipe inspection and video documentation assurance taken during the performance of the Work to Inspection of storm sewer systems shall include closed circuit TV inspection of all buried pipe work optimize the minimization of impacts on Environment from at 50-year handback. Assume 52 miles of storm the design, construction, maintenance, operation, and reha- sewer pipe. TV inspection will require only light bilitation activities of the Project. The Environmental program cleaning (<10 cubic yards). Rate of TV inspection shall set forth the highest standards and best management is 1,000/day for a contract period of 275 days. practices to establish a goal of zero environmental violations during the performance of all Work activities.

For the Operations phase of the project, the Environmental Compliance and Mitigation Plan will include standard information for all major, reoccurring maintenance activities. This information will include: • Storm water pollution prevention plans in accordance with NPDES 1990, Strom Water Pollution Prevention Plans, CWA of 1972 C.1.10.a Applicable Laws, Rules and Regulations • Appropriate use and storage of correct fertilizers and herbicides The Developer recognizes the importance of protecting the environment and is committed to complying with TxDOT • Continued protection of endangered species, Environmental Policy and obeying all applicable laws, rules Endangered Species Act of 1973 and regulations relating to environmental compliance for the • Revegetation SH 121 project.

• Dust control, Clean Air Act We understand that Air Quality, Traffi c Noise, Light • Noise mitigation Intrusion, Dust Control and Habitat Mitigation fall under the purview of environmental compliance. During operation and • Flooding, CWA maintenance of the Toll Road, the Developer will implement • Hazardous Materials spills all TxDOT required mitigation measures in these areas.

• Materials storage TxDOT’s Environmental Manual provides an overview of • Mitigation of excess or runoff of materials from TxDOT’s environmental policy and all federal and state snow and ice prevention activities, NPDES environmental laws and regulations. • Permits as needed for maintenance and new construction The Developer will be responsible for the environmental monitoring supported by a recognized external • Recycling plans environmental fi rm. The Developer’s Environmental Manager

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will be in charge of the coordination with this fi rm and will • Executive Memorandum of April 26, 1994 be responsible for any environmental issues that may arise • Section 404 Regulatory Program List of applicable Laws, Rules and Regulations for the • Essential Fish Habitat SH 121 Toll Project: Cultural/Socio-economic Resources Comprehensive Environmental Laws, Regulations, and Policies • Texas Antiquities Code • National Environmental Policy Act (NEPA) of 1969 • National Historic Preservation Act (NHPA) of 1966 • Council of Environmental Quality (CEQ) Regulations • U.S. Department of Transportation (DOT) Act of 1966 • 23 Code of Federal Regulations (CFR) Part 771 • Transportation Equity Act for the 21st Century (TEA-21) • 49 USC, Subtitle III, Chapter 53, Transportation, General • Title VI of the Civil Rights Act of 1964 and Intermodal Programs - Mass Transportation • Uniform Relocation Assistance and • Federal Aviation Administration Order 5050.4A, Real Properties Acquisitions Act Airport Environmental Handbook • Executive Order 12989 • 49 CFR Part 24 - Uniform Relocation Assistance and Real Property Acquisition Air Quality • Policies Act of 1970 and Advisory Circular 150/5100-17 • Clean Air Act (CAA) (42 USC 7401-7626) • 43 Texas Administrative Code (TAC) Hazardous Materials Chapter 2, Subchapter C • Resource Conservation and Recovery Act (RCRA) • FHWA Technical Advisory (T-6640.8A) • Comprehensive Environmental Response, Memoranda of Understanding (MOUs) Compensation Liability Act (CERCLA) Natural Resources • Texas Water Code • Endangered Species Act of 1973 (16 USC §§1531-1543) • FHWA, Hazardous Waste Sites Affecting • Executive Order 13112 Highway Project Development • Farmland Protection Policy Act (FPPA) Environmental Assessment Guidance (ASTM E-1527 and E-1528) • Coastal Barrier Resources Act (CBRA) • ASTM E-1527: Standard Practice for Environmental • Texas Coastal Management Program (TCMP) Assessments, Phase 1 Environmental Assessment border issues: the 1944 Water Treaty Practices: Imposes specifi c educational, certifi cation or licensing requirements, and relevant experience • The Rivers and Harbors Act of 1899 requirements, upon the person overseeing • Clean Water Act (CWA) of 1972 environmental assessment activities • National Pollutant Discharge Elimination • ASTM E-1528 Standard Practice for Environmental Control System (NPDES) 1990 Assessments: Transaction Screen Process: Defi nes good commercial and customary practice for • National Flood Insurance Act (NFIA) of 1968 conducting an environmental site assessment of a parcel of commercial real estate with respect to • Executive Order 11988 the range of contaminants within the scope of the

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Comprehensive Environmental Response Compensation the responsibility of the ECT, who will prepare weekly and Liability Act (CERCLA) and petroleum products monitoring reports during construction activities, which will be made available at any time for inspection by TxDOT C.1.10.b Environmental Monitoring personnel and the IE. In addition, environmental inspectors will conduct yearly inspections to monitor and determine It is anticipated that contractual arrangements will be made needed repairs for defi ciencies in the storm water system. with an experienced and qualifi ed environmental consult- Compliance Inspectors, Archeologists, Natural Resource ing fi rm “subcontractor” who will coordinate with the D&B Biologists, and Water Quality Specialists will be brought in Team to implement and monitor the environmental compli- where necessary to provide expertise. All environmental ance and monitoring program for the Facility. Selection of personnel, including the ECM and all outside experts, will a subcontractor will be made on the basis of competency report to the site within four hours of an incident requiring to perform the work, health and safety, quality control and their expertise. Secondary experts will also be designated assurance, and overall best value to the Project. Special and will be used if the primary expert is unable to respond. attention will be given to qualifi ed fi rms with current TxDOT The draft Environmental Management Plan provided in DBE, WBE, or HUB status. At a minimum, the subcontrac- Appendix D.4.11 outlines the ECMP and identifi es the tor will provide all key environmental personnel who meet job titles, roles, and areas of responsibility for the ECT the specifi ed qualifi cations to fulfi ll the primary responsibil- members. Specifi c experience requirements of the ECT ity for environmental protection as part of the designated personnel will fully comply with the CDA. Multiple roles of Environmental Compliance Team (ECT), as well as any other the ECT highly trained and experienced personnel may be personnel or resources to perform the required services. The fulfi lled by single ECT members if respective members fulfi ll subcontractor shall carry out all activities and tasks neces- the requirements of the ECT personnel as detailed under sary to achieve full environmental compliance of the Facility. the terms of the CDA, and as workload allows. Environmental compliance and monitoring activities will In order to ensure that environmental compliance is follow construction activities concurrent with the aggressive achieved once construction is completed, the Developer will baseline schedule. The Environmental compliance and appoint an ECM who will be an independent contractor, who monitoring activities associated with the Project will may or may not be the same as during construction phase. adhere to the highest standards and best management The Environmental fi rm used in design and construction will practices and shall be, consistent throughout the Work also develop and oversee environmental protection plans, as applicable to the activities being performed. In order mitigation, and permitting during the Operation and Mainte- to maintain a consistent approach and maintain the nance (O&M) phase, supervising and evaluating implemen- integrity of Environmental and Governmental Approvals, tation. The D&B Team/Developer Environmental Manager the D&B Team/Developer environmental staff acting will be in charge of the coordination with this fi rm and will through its Environmental Compliance Manager (ECM) be responsible for any environmental issues that may arise. shall designate an Environmental Compliance Team (ECT) with extensive experience in similar transportation projects, C.1.10.c Environmental commitments to prevent, minimize, and/or correct any violations of or non-compliance with Environmental Approvals. The D&B The D&B Team/Developer acknowledges that Team/Developer will prepare an Environmental Compliance Environmental and Governmental Approvals in connection and Monitoring Plan (ECMP) which shall provide a method with the development of the Project have been negotiated for monitoring, documenting, evaluating, and reporting by TxDOT and accepted by Governmental Entities. TxDOT environmental compliance during construction activities of has secured certain permits for the Project based on the Facility to be implemented by the ECT. Environmental the Project schematic of the preferred alternative as monitoring during the Project Work activities shall be

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presented in the environmental documents. The D&B comprehensive document. The ECMP will include standard Team/Developer is fully committed to obtaining and information for all major, reoccurring maintenance successfully delivering all other permits required for the activities such as Stormwater Pollution Prevention Plans, Facility or work with TxDOT to successfully obtain such appropriate use\storage of fertilizers and herbicides, permits. To ensure accuracy, completion and quality in continued protection of endangered species, revegetation, necessary submittals, all environmental record, must serve dust control, noise mitigation, fl ood control, hazardous as evidence (together with all applicable checklists) that materials spills, materials storage, mitigation of runoff environmental control was performed and must be handled of materials from snow and ice, permits required for following the Document and Data Control Procedure, maintenance\new construction, recycling plans, operation of Construction Management Procedure, Control of Quality newly constructed wetlands, maintenance yard operations and the Environmental Records Procedure to be developed (spillage), groundwater level monitoring, and storm sewer in the D&B Team/Developer’s Process Procedures Manual. systems inspections. Additionally, schedules, protocols, The schedule for submittals will be in accordance with and methodologies to be used for the Work, including the D&B Team/Developer’s aggressive baseline schedule requirements for monitoring, reporting, corrective actions and requirements set forth in the CDA or as necessary to and adaptive management will be detailed to ensure maintain full compliance with all applicable Laws, Rules, compliance with applicable requirements. and Environmental Approvals granted for the Work. The ECMP will include details of all mitigation requirements The D&B Team/Developer’s environmental staff by Environmental Approvals and the D&B Team/Developer’s acknowledges that if previously issued Environmental approach to satisfying mitigation requirements. Wetland Approvals, whether TxDOT – or D&B Team/Developer- mitigation would occur through purchasing mitigation provided, require amendment due to design changes, the credits through a permitted mitigation bank and on-site D&B Team/Developer, with the possible support from creation/restoration, as well as monitoring activities. The TxDOT, shall be responsible for all environmental studies Developer shall implement all Habitat and Vegetation and a re-evaluation, and coordination with appropriated Mitigation measures to minimize construction and long term Governmental Entities as necessary to secure or amend impacts. Mitigation would occur through planting 11.0-acres Environmental Approvals. NEPA re-evaluations would be of trees at a nearby USACE lake (Lewisville or Lake Lavon). needed to address changes in the project that would affect The trees to be planted will consist of the standard TxDOT impact to resources that are different from those discussed Dallas mix and ratio. Additionally, per Executive Order 13112 in the FEIS/ROD. A re-evaluation for Segments 3 and 4 on Invasive Species and the Executive Memorandum on of SH 121 from the Dallas North Tollway (DNT) to U.S. 75 Benefi cial Landscaping, planting with TxDOT approved was completed in October 2006 and an environmental seeding specifi cations shall be done as soon as possible. evaluation under a categorical exclusion is being conducted The D&B Team/Developer shall implement all noise for the SH 121 and DNT interchange (Segment 5), to be mitigation measures to minimize construction and long-term completed by the end of 2007. The design team does impacts of the Work through the construction of noise walls. not anticipate initiating design changes that would require Provisions will be included in the plans and specifi cations amending, re-evaluating, or supplementing the NEPA that require the contractor to make reasonable efforts to documents previously prepared for the Facility by TxDOT minimize short-term construction noise through abatement and approved by the FHWA. measures, such as work-hour controls and proper The D&B Team/Developer shall successfully implement maintenance of muffl er systems. During the construction the mitigation measures as set forth in the Government phase of the proposed project, temporary effects on air Approvals, CDA and the ECMP, which compiles quality include additional dust generated from construction all environmental mitigation requirements in one activities. Efforts would be made to mitigate for temporary air

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quality impacts during construction, including minimizing or training to all personnel who will be performing Work at eliminating unnecessary idling of construction vehicles and the Facility. Each person (including newly hired employees) employing a combination of watering, chemical stabilization, will be required to complete the introductory training prior and vehicle speed reduction techniques. The D&B Team/ to working at the site. In-offi ce training session(s) will be Developer shall implement reasonable design measures conducted for all D&B Team/Developer’s staff, including to prevent light from shining onto adjacent properties. all subcontractor personnel. The introductory training will Tier I Best management practices including block sod, provide an understanding of the applicable environmental detention basins and vegetative fi lter strips will be used to laws, regulations, policies, and procedures for the Facility address erosion, sedimentation, and post-construction total and will be coordinated with D&B Team/Developer’s Health suspended solids control. Prior to construction a SWPPP will and Safety Training Program. In addition to the introductory be developed and an NOI will be submitted. training, periodic training sessions at key times (e.g., prior to construction in sensitive areas) may be used to update C.1.10.d Methods to ensure that workers on specifi c restrictions, conditions, concerns, or commitments are included in the design requirements.

As required by the CDA, the D&B Team/Developer will The D&B Team/Developer shall prepare a Design Quality create a Comprehensive Environmental Protection Program Plan to set forth the procedures to address environmental (CEPP) which will be applicable throughout the Term of requirements for roadway design activities including: Agreement. This document will establish the approach, • Coordination with Design Team on Project requirements and processes to be employed in protecting alignment to Minimize Project Impacts; the environment during the performance of the Work to • Conduct environmental surveys and studies; optimize the minimization of impacts on the Environment from the design, construction, maintenance, operation, • Pre-Construction Submittal and/or development of and rehabilitation activities of the Project. Procedures and permit modifi cation for Section 404 Permits; processes for environmental compliance will be set forth in • Designs for wetland and fl oodplain mitigation measures; the CEPP guidance documents including the Environmental Management System, Environmental Compliance and Water Quality, sedimentation, and erosion control measures; Mitigation Plan, Hazardous Materials Management Plan, and Traffi c noise studies and mitigation. Construction Monitoring Plan and the Recycling Plan. C.2 QUALITY MANAGEMENT PLAN The D&B Team/Developer will educate every worker to recognize the overall importance of environmental issues C.2.1 DESIGN AND CONSTRUCTION throughout construction, operation, and maintenance of QUALITY the Facility as well as recognize the various environmental Since 1994, the companies pertaining to Ferrovial Group sensitivities associated with the Facility through its are fully committed and integrated in the process to Environmental Protection Training Program (EPTP). Every encourage continuous improvement. This commitment is worker will be trained to recognize environmentally sensitive promoted from the top management and is transmitted to resources that may be encountered during work, how to all levels of the company through the quality policies. avoid or take appropriate action to minimize environmental Even though ISO certifi cation is not required in the RFP, impacts from the Work, and understand the required both companies (Developer and D&B Team) are both actions, practices, and procedures regarding related certifi ed under ISO 9000 rules and had implemented resources as set forth in the guidance documents. The this System in all their projects. This fact should give an ECT will provide introductory environmental protection extra assurance to TxDOT that the project will be carried

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out following the most updated quality management procedures. This System is reviewed and certifi ed around the world by one international and independent entity every 2 years, currently under renewal (see certifi cate ISO 9001: 2000 in Appendix D.4.9 Construction Quality Plan).

The Quality Assurance System describes the obligations that must be complied with in terms of design, manufacturing, fi nal product and testing inspection as well as explicit client satisfaction and continuous improvement, allowing for no exclusions.

Developer and D&B Team have developed together; a complete Quality Management Plan for both the Design and Construction period using as a base reference the complete System that has been recently approved by TxDOT the SH 130 project. This previous work allow us to reduce the time Figure 13– Design Quality Organization Chart needed to prepare the PMP and optimize the schedule, transferring those benefi ts to TxDOT and the community.

C.2.1.a Organizations for D&C

To reach our high quality objectives we believe that the commitment from our employees is the key factor for success. for that reason we will encourage motivation, participation, training and development for all members of the organization.

The Quality Team will be formed by:

Design/Construction Quality Manager – Professional QA/QC with recognized experience in similar projects. Please fi nd the resume of the approved Key individual in Appendix D.1.

Quality Control Leads (QC Leads) – One to lead the Laboratory and the other for fi eld work both of them will be senior engineers or junior engineers with QA/QC experience.

Quality Control Technicians (QC Technicians) – Senior Figure 14– Construction Quality Organization Chart technicians with experience in QA/QC.

Laboratory Technicians - Lab technicians must be profi cient in TxDOT laboratory procedures and posses the required TxDOT certifi cations.

Secretary - to perform auxiliary work.

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C.2.1.b Design Quality Management Plan review schedule driven design packages prior to submission to the next level of quality control. The D&B Team will subcontract the design services to qualifi ed designers. The D&B Team Design Manager The next three levels of quality of design are controlled by (Design Manager) is responsible for coordinating, control the Design Quality Management Team (DQMT) under the the technical performance of the Design and oversee the responsibility of the Design Quality Manager. The DMQT will design prepared by the Design Consultant (Othon) to ensure be composed of fi ve DQM groups each assigned to control/ compliance with the CDA requirements and Design and verify the quality of design produced by all design teams. Build Agreement. They are:

The design team will be directed by Othon’s Project Manager • Roadway (DQMR), (Othon’s PM) who will be responsible for the timely delivery • Bridges/Structural (DQMB), of all construction packages ensuring that the Quality Control Assurance process cycle is properly completed, i.e approved • Drainage (DQMD), by The Design Quality Management Team and signed off. In • Lighting/Traffi c Control(DQMLT) support of the Design Manager there will be four Segment Design Managers (SDM), one for Segments 1 and 2 and • Environmental/Landscaping (DQMEL). three for the remaining segments, the SDM has authority QC LEVEL 2: The quality of design at this level is to effect changes needed while working in step with the accomplished by the fi ve quality management groups Othon’s Project Manager. Each segment design team will be working with the design teams. They will be responsible to staffed as required to accomplish the milestones imposed in establish an on-going schedule of reviews with each design the construction schedule. team that will not interfere with the effi cient execution of The enacting of our Quality Design Policy will be achieved the design. The DQMP schedule will require the written through the establishment of four levels of quality control, approval of the Othon’s PM and the Design Quality Manager always under D&B Team coordination and supervision, as at its inception and all subsequent updates. The quality described below. control tasks to be part of the schedule will include, but it will not be limited to regular review of designs, drawings, QC LEVEL 1: Each design team defi ned by Othon’s PM will calculations and constructability issues. have a Team Manager, who will provide each member of the team a copy of the Project Design Manual elaborated QC LEVEL 3: The quality of design at this level is following the D&B Team’s design quality policies and accomplished by the Design Quality Management Team and guidelines. The manual will cover, among other guidelines, will obtained by providing reviews of all design packages the design criteria for each discipline, TxDOT and Federal produced by the design teams in accordance with the design design requirements, will explain the principle and execution schedule. Each DQM group will receive up to fi ve sets of of staff rotation for double-checking other team members’ drawings of a completed design package for their quality design and/or calculations, the format to use for design assurance review and to ascertain conformity with TxDOT calculations as it relates to each discipline, the protocol and Federal regulations. Each DQM group will submit one set to use in acquiring design approach suggestions from the of drawings with all mark-up comments to the Design Quality developer’s representatives and will explain the procedure Manager along with all written forms for his review and to implement changes identifi ed during the independent approval prior to its return to the design team managers. The checking conducted regularly by the team. Each design Developer/D&B Team according to a procedure agreed by team manager will set up an ad-hoc team committee to IE and TxDOT will deliver to IE/TxDOT for conduct a parallel review of these design packages. Both the DQM teams and

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the IE will adhere strictly to the time frame allowed in the All document generated under the four levels of quality schedule for their reviews of the design packages. control will be recorded on forms conforming to the Project Design Manual. The procedure to be used by DQM groups QC LEVEL 4: The Design Quality Management Team will be as per the Project Design Manual guidelines and accomplishes the quality of design at this level by it will require the documentation of all comments and providing fi nal clearance to all design packages in recommended actions in strict compliance with the format queue for construction according to the construction specifi ed in the Manual. schedule established by the D&B Team. The “Ready for Construction” stamp will be approved only by the Design Design defi ciencies will be corrected through the procedure Manager once he checks that all the review process has of Requests for Information (RFI). The RFI will be sent to the been correctly performed. The construction documents will Othon’s PM who will forward it to the appropriate Segment be assembled and will comply with the requirements set Design Manager. The design defi ciencies will be coded as forth in the Project Design Manual for the SH 121 Toll road to document and track the cause of the defi ciency. This will Project. Once a design package is ready for construction, allow the Othon’s PM and the SDM to identify any patterns the Design Project Manager will provide not less than that may appear and provide the ability to address the root fi ve sets of construction drawings to the Quality Control cause of any particular problem. A complete log will be kept Manager for distribution among the different DQM groups. that tracks the resolution of the RFI from inception until fi nal Also Othon’s PM will provide to the Design Manager for approval and implementation. deliver to Developer and the IE not less than fi ve sets of the construction drawings for their review according to a C.2.1.c Designs deliverable Reviews procedure agreed by Developer and IE/TxDOT Othon’s PM will be fully responsible for all aspects of design A fi nal set of construction drawing stamped by a State quality control, including the work of subconsultants and will of Texas registered professional engineer, according to ensure quality by following the Design Quality Plan (DQP). discipline, will be submitted to the D&B Construction Manager no more than fi ve calendar days after approval Design Quality Control and Technical Reviews will be by the Consultant Design Project Manager. Five electronic conducted as required by Othon’s Quality Manager with copies of the fi nal documents will be submitted to the D&B assistance from the D&B Team’s Design Quality Manager to Team, Developer and IE/TxDOT for their fi les. ensure the independence of the process as a result of that a documented, comprehensive and systematic examination Formal interaction and communication between Othon and of the design will be carried out at appropriate stages of the TxDOT and its representatives will be conducted through the design. D&B Team’s Design Manager, under the coordination of the Developer. The independence of the process will be guaranteed by four different levels of external and/or Independent Technical The D&B Team, together with the Developer, will conduct Review (ITR): monthly design-management meetings with the IE and TxDOT, as defi ned in the CDA, to discuss the design work 1. ITR by Othon. progress and coordinate the auditing of the design products. 2. ITR by D&B Team (Design Quality Manager-Design Design work products and deliverables will be submitted to Corporate Quality Manager) the Developer who, in turn, will deliver them to the IE, and 3. ITR by Developer TxDOT as defi ned by the CDA via Document Control with a transmittal cover sheet. 4. ITR by Independent Engineer/TxDOT.

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Othon’s Quality Manager (OQM) is responsible for establish- The D&B Team procedures for evaluating continuous ing and maintaining a system of internal audits and will be re- improvement contemplated as part of this project are sponsible for training and supervision of all internal auditors. included in the Attachment 2, Appendix 2 Construction Quality Plan (PPM 1.1 Management Review, PPM 1.10 Internal quality audits will be performed by qualifi ed Corrective and Preventative Action,1.11 Internal Audits, PPM personnel who are independent of those having direct 1.17 Quality Assurance Management. responsibility for the activity being audited. Internal audits will be performed after all design quality control and Independent In addition the Developer, or an agent for the Developer, Design Reviews have been performed, and prior to the in the role of Technical Assistant (TA), shall oversee the Internal Design Review. Quality audits will also be performed project following a quality management program consistent prior to the “Ready for Construction” documents. with commonly accepted standards for Public Works in Texas. The main duties of the TA shall be: OQM will ensure that audit results are recorded and brought to the attention of appropriate personnel. Managers • Project Detailed Design Review responsible for the activity being audited will ensure that • Review Design Modifi cations prudent and timely corrective action is taken to resolve all identifi ed defi ciencies. Follow up audits will be used to verify • Technical Supervision of Construction Works the corrective action taken and its effectiveness. • Works Assurance Control

If any recurring problems exist, they will be brought to In order to approach these tasks, the TA shall consist of the attention of Othon’s PM. Quality audit results will also a highly specialized team of engineers, surveyors and be used as a tool to review and implement continuous scientists reporting to the CEO of the Developer. The TA’s improvement to the DQP and design activities. organizational structure is set out below. Please refer to Exhibit B for Design Quality procedures diagram.

Figure 15 – TA’s organizational chart

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C.2.1.d Construction Quality • Risks are assessed, safe working methods Management Plan defi ned, and workers involved are aware of the risks associated with the task; The D&B Team will nominate a Quality Manager who will have the authority to effect changes: when any failure • Tasks are thought out in advance of fi eld performance; happens, in the internal process for design reviews and • Resources are available prior to task commencement. QA/QC roles. The Quality Manager will be the responsible to resolve any event of failure and will write up, modify, Inspection and Testing. Specifi c “Hold Points” for the validate and deliver any document related to the Quality activity are identifi ed in the Inspection and Test Plans Assurance System, in agreement with the Developer. The for each of the work activities if required. The issued Quality Manager will be responsible to do acceptance procedures describe the process of inspection, testing, testing and inspection during the construction phase, and reporting, and the control of non-conformances. Product will interact with the IE. The QA/QC will inform the Quality conformity certifi cates and external test results are Corporate Manager, if required. acceptable. All proving records will be kept for verifi cation and release of Hold Points, as required. Procedures, Inspection and tests and all Documents related to the Construction phase will be submitted to the Amendments to the Quality Plan. The Quality Manager will Developer who, in turn, will deliver them to the IE, and keep the various Quality plan(s) under review, incorporate TxDOT/Governmental Agencies as defi ned by the CDA. decisions of meetings, changes, and re-issue revised Documents will be transmitted via Document Control. Quality plans, as appropriate. A record of the revisions will be maintained and forwarded to the General Manager. General procedures for the construction quality management are described in Attachment 2, Appendix D.4.9 Construction A signifi cant number of professionals will be dedicated to Quality Plan (CQP), i.e. PPM 1.8 Construction Management integrate the design activities in the construction activities, and PPM 1.17 Quality Assurance Management. including TxDOT oversight and all quality-related activities and conformance with federal oversight requirements. Quality control includes management and monitoring of construction inputs and outputs at all levels. C.2.1.e Long term Maintenance avoidance

Progress reporting to the developer. A Progress Report will The interface and coordination between the Developer and be prepared monthly and submitted to the Developer no later D&B Team is vital for the success of the project. Since both than 5 working days after the end of each calendar month. the Developer, Cintra and the D&B Team (Ferrovial-Agroman The report will detail the progress achieved in the previous + Webber) belong to the same Group, our communications month and will compare actual progress to planned progress. are extremely fl uent, which undoubtedly brings additional value to the project. During the proposal stage we have been Work Plans/Method Statements. Work Plans/Method working together, even sharing the same building to facilitate Statements defi ne the proposed method of executing a the communication and interaction. For that reason we have specifi c element of work, taking into account the particular been able to exchange and discuss ideas over the project requirements of the project, including site conditions, safety on a daily basis, making sure that the fi nal proposal will hazards, the contract drawings, specifi cations, and industry guarantee great constructability, high quality design and low practice. They defi ne the proposed use of equipment, labor, maintenance cost. and materials. Needed permits are identifi ed and may be supplemented by drawings, sketches, and product data as From experiences developed over the past decades between necessary. The principle aim of a method statement is to the Developer and the D&B Team many lessons have been ensure that: learned. We have been improving our interface methods

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and renovating our work techniques in each new project, C.2.2 OPERATIONS and that allows us to propose aggressive work schedules AND MAINTENANCE QUALITY with total confi dence. New strategies for construction have C.2.2.a Quality Program Organizations been implemented over the years that enable us to identify critical issues in each individual project with opportunity As its common practice in its more than 20 Toll Roads to improve our performance. We have learnt by direct in North America and the rest of the world the Developer experience how decisions made at design stage affect the will retain responsibility for operation and maintenance life-cycle cost of the project. We have tested many different (“O&M”) activities. technical solutions at design and construction stages and we have checked their performance over the years during This structure offers maximum value for money, as the operation and maintenance. For those reasons we have Developer is able to estimate and manage its own risk an incomparable experience and design procedures that directly without the undue burden of negotiating an often- minimize the overall cost of a project. The concept of low rigid standalone O&M contract with a separate entity. maintenance and durability of the work executed is optimum Integration of the O&M activities ensures that the Developer and it is one of the most important factors we considerer in does not pay a risk margin unnecessarily and ensures rapid each individual project. decision making unobstructed by contractual constraints. However, specifi c activities may be subcontracted by the A good example of this interface during the proposal stage Developer to external parties. is the Pavement design where the Developer and the D&B Team have work together to produce life-cycle optimized Quality Management Responsibilities for O&M design that provides a high quality pavement over the term Individual Supervisors (Technical Manager, Maintenance of the concession and optimizes the maintenance costs. Manager Field Systems Manager and Back Offi ce Systems Based in our own experience we have developed our own Manager) hold the Quality Control responsibility and are quality standards which in many occasions are more strict tasked with ensuring the implementation of technical and than the owner’s, for instance in terms of ride quality and quality procedures during Maintenance activities. These we always use our own standards when we agree the individuals hold the responsibility for ensuring that quality design and construction with the D&B Team. control inspections of internal and subcontracted work are The operations and maintenance staff will be involved carried out, materials meet requirements, are tested, utilized in the preliminary design and also in the identifi cation, and return test results accordingly and that nonconformance development, programming and detailed design. To this with end product requirements is identifi ed, recorded, end The Road Operations Manager and staff will undertake communicated to the QA/QC Assistant and ultimately regular discussions with the design and construction team corrected. As indicated in the Functional Organization throughout the design phase. chart, these individuals are part of the production or service side of the Developer, and report through the Roadway More specifi cally, some measures that have been included Operations Director and the Chief Information Offi cer to in this proposal to improve the performance of the project the CEO. The IE will be informed about all the procedures, from a maintenance point of view include: the protection manuals and results of the Quality Management Plan. paint coating to MSE walls that would also improve the overall aesthetics, the use of epoxy coated steel in the The QA/QC Assistant is responsible for the Maintenance structures, and the installation of a complete network of of the Quality System, will fully develop the Quality irrigation systems exceeding TxDOT’s requirements to save Management Plan, implement the procedures of monitoring regular maintenance costs. and assessing the effective functioning of the Quality System, monitor nonconformance, implement, where

TXDOT SH121 TOLL PROJECT 65 PROJECT DEVELOPMENT PLAN

Figure 16 - Quality Management of O & M

warranted, procedures of corrective and preventative action, We will arrange a joint performance target workshop within investigate the correct execution of quality processes and the fi rst two weeks of the contract, to establish at an early procedures through internal audits. The QA/QC Assistant stage how the recording and reporting is to be managed, reports directly to the ROD with an independent line of and consider whether any changes to the performance reporting to the Board of Directors of the Developer. See target measurements would improve the achievement Figure 16. of the objectives. We will include our supply chain in the evaluation of feedback and implement joint action plans QA/QC Assistant during operation: JESUS ALVAREZ, refer and robust risk management procedures to help deliver the to Appendix D.1 for resume and experience. performance targets.

C.2.2.b Maintenance Quality We will use the consolidated performance data to Management Plan benchmark against other contracts and agree future targets using the Key Performance Indicators (KPI). Our Quality Management Systems provide the appropriate framework that links culture, people and processes, and drives outcomes. We will use these systems to control risks and manage all elements of the service. These systems sit at the heart of our approach to performance management and cover the full scope of operations required.

Our overarching Project Management Plan will be tailored to ensure that suitable processes are in put in place at the earliest opportunity to ‘quick start’ our involvement in the

project and aid timely transfer of knowledge. The Plan, Figure 17 – Sample KPI which is based upon the proven model ‘Plan; Do; Check; Act’, includes mandatory feedback and review processes. Always looking to continually improve the way we In accordance with these processes, we will undertake communicate internally and with our clients, we have project reviews, prior to the required Monthly Progress developed simple ‘user friendly’ process management tools Meetings to confi rm that project requirements are being focused on managing performance. These performance met effectively and to identify issues and propose solutions dashboards allow simple graphical representation of that avoid rework. achievement against a range of indicators (KPIs and

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corporate) and show where attention is needed. We will tailor The QA/QC Assistant will further develop and implement a dashboard to suit the requirements of this project to deliver procedures for the quality management of O&M activities. transparency and real-time visibility of our performance. These procedures and the quality control plan are documented in a Quality Manual for Operations and Individual Supervisors hold the Quality Control responsibility Maintenance. The Quality Manual defi nes and documents and are tasked with ensuring the implementation of the Developer’s Quality Policy, Quality Goals and Objectives, technical and quality procedures during maintenance the scope of the Quality Control system, necessary activities and that nonconformance with end product procedures to control the delivery of the services including requirements are identifi ed, recorded, communicated to the a description of their interaction and the methods by which QA/QC Assistant and ultimately corrected. the Developer will monitor the effectiveness of the Quality The QA/QC Assistant is responsible for the Maintenance System, effect corrective and preventative actions in dealing of the Quality System, will fully develop the Quality Manual, with non-conformance and create an environment focused implement the procedures of monitoring and assessing the on continuous improvement. More specifi cally, the Quality effective functioning of the Quality System. Manual includes sections dealing with:

The Quality system refl ects the rationale and structure of • Management Responsibility: commitment to quality, the methods to achieve customer focus, quality ISO 9001:2000 as it applies to the provision of Operations policy, quality planning, quality responsibility and and Maintenance services and end products. The management’s review of the system’s effectiveness. Quality system policies, procedures and instructions are documented and will be further developed in the Quality • Resource Management: the means by which the Manual that comprises: Developer will review on an ongoing, systematic basis the provision of the necessary personnel, • Documented statements of the materials and equipment in order to achieve the quality policy and objectives quality objectives for each of the O&M activities. • A description of the Quality system, and the • Implementation of O&M activities: containing the roles and responsibilities within it. appropriate operational instructions and procedures for O&M activities. These sections include the identifi cation • Documented Procedures related to the of the end product and service requirements, planning implementation of the Quality System including of the activities necessary to achieve requirements, planning operation and control of its processes. activities necessary to verify that requirements are achieved, inspection and testing requirements related Assessment of the performance of the quality system to maintenance activities, repair and rehabilitation work and internal audit of procedural compliance are included and the documentation of those inspections and tests. in the duties of the QA/QC Assistant. This includes the identifi cation of underperforming areas, analysis of • Control of Subcontractors; in order to meet the causes, corrective/preventative actions required, internal quality objectives and performance standards for the subcontracted activities and end products. management review and reporting to the Board of Directors. – Performance Measurement and Improvement. This TXDOT will be able to verify the establishment and effective section of the manual describes the processes to be operation of the O&M Quality System by the Performance used for control of nonconformance, audit/monitoring Measurement Methodology and the cyclical audits of of process compliance, audit of facility condition in Auditable Sections of SH-121 that are required from the conjunction with the IE, identifi cation of trends, analysis of Developer, in conjunction with the IE, and through an annual process and end product non conformance, formulation O&M Quality System Audit. and implementation of corrective and preventative actions.

TXDOT SH121 TOLL PROJECT 67 PROJECT DEVELOPMENT PLAN

Management Review - Report on the operational effectiveness of the Quality Management System and, in particular, in relation to The purpose of this procedure is to establish the method their specifi c area of control / organizational unit. and responsibilities within the Developer to ensure that the Project Management Plan and its procedures continue to - Provide feedback on any areas where the effectiveness of the Quality Management System can be improved. be both suitable and effective, resulting in a continually improving Quality Management System. - Implement any agreed actions or changes arising from the review. This objective is achieved by conducting a Management Review of the Quality Management System and Project • All other personnel Management Plan. The Management Review will also - Provide feedback on any areas where the ensure that any changes to the previously stated Quality Quality Management System can be improved. Policy or Quality Objectives are suitably evaluated and the - Implement any agreed actions or changes Project Management Plan is properly updated. arising from the review assigned to them. Responsibilities Attendance • QA/QC Assistant The review meeting will be coordinated by the QA/QC - Plan and coordinate the Management Review , and Assistant. Actions to be completed will be recorded in assess the need for further review where appropriate. the minutes.

- Prepare the review agenda. The attendees will include the CEO, Infrastructure Manager, - Report on the operational effectiveness relevant Department Managers, and the QA/QC Assistant. of the Quality Management System. Agenda/Meeting - Provide feedback on any areas where the effectiveness of the Quality Management System can be improved. The Review will include an assessment of the effectiveness of the current Facility Management Plan and Objectives, - Review and monitor the implementation of any fulfi llment of the Quality Plans, results of internal and/or agreed actions or changes arising from the review. external audits, Customer complaints/compliments, status - Update the Quality Procedures, Manuals and analysis of non-conformances to indicate any quality or Plans where appropriate. trends, and performance of subcontractors (including D&B • CEO, ROD, CIO, CFO COD and Section Managers Team). Any new policies and objectives for inclusion in the Facility Management Plan will be discussed. Changes will - Attend the Management Review, as requested. be documented. - Report on the operational effectiveness of the Quality The review will also consider any observations made by Management System and, in particular, in relation to their specifi c area of control / organizational unit. the operating staff, suppliers, subcontractors, designers, customer organizations, construction institutions, trade - Provide feedback on any areas where the effectiveness bodies, and other functional departments, affecting quality. of the Quality Management System can be improved. Such recommendations, observations and any conclusions - Implement any agreed actions or reached will be considered for improving procedures. changes arising from the review. The Review Agenda will also include, adequacy of the • Other Managers resources to meet the quality requirements, and the need - Attend the Management Review, as requested. for training.

TXDOT SH121 TOLL PROJECT 68 PROJECT DEVELOPMENT PLAN

Follow-up Design Layouts; Appendix D.2.1. The extensive work carried out during the last months by the D&B Team in The QA/QC Assistant will distribute the minutes and close communication with the Proposer have resulted in monitor the implementation of any actions arising from the a series of improvements over the initial project. Those review meeting. improvements are further discussed below: Records Roadway The meeting minutes are the only formal documentation According to the Reference Information Documents (RID’s) generated by this procedure and shall be kept on fi le this project had a signifi cant need of borrow materials to specifi cally created for this purpose. The fi le will be build the embankments for the Roadway. Our objective was maintained by the QA/QC Assistant. As a result of the to minimize the need of borrow by means of optimizing the review, there may be changes/amendments required to the vertical alignment, while maintaining the crossings’ grade quality documentation. These changes will be developed separations and meeting the CDA geometric design criteria. and issued in accordance with Document Control of the The objective has been accomplished using to the following Quality Management Plan for Operation and Maintenance. methodology: • Crossing’s grade separations and drainage structures where identifi ed and considered as C.3 TECHNICAL APPROACH fi xed points for the new vertical alignment.

C.3.1 DESIGN AND CONSTRUCTION PLAN • Longitudinal gradients, as well as crest and sag curves’ geometrical parameters (K values) C.3.1.a Roadway where modifi ed as needed in order to minimize embankment and increase excavation. The design The RFP and Reference Information Documents have been criteria limitations were established by not using used as a starting point from which the preliminary design parameters below the desirable and, by avoiding has been developed and improved on order to achieve the the need of other design elements that could impact following goals: negatively the cost effectiveness of the project. • High quality design and construction The vertical alignment optimization has resulted in an maximizing cost-effectiveness. approximate earthwork borrow improvement of a 35%, • Prompt delivery. Thanks to a detailed study and compared to the Reference Information Documents design, analysis of the project and the wide experience creating at the same time a signifi cant saving in terms of and effectiveness of the D&B Team, acquired schedule. The result is that the construction time for this through the years in the successful delivery of over activity is reduced (less borrow quantity) being also more twenty concession projects around the world. environmentally friendly minimizing possible NEPA approvals • Safety during construction and for the fi nal user. re-evaluations as well.

The preliminary design has been developed maintaining the The preliminary design uses the same horizontal geometric basis of the Reference Information Documents schematics confi guration as the RID’s therefore there won’t be any in terms of interchanges’ confi guration and location of delay in the development of the project due to the need of grade separations, access points, number of lanes and additional ROW or environmental re-evaluations. traffi c fl ow patterns, etc. Plans, typical sections and Aesthetics profi les of mainlanes, frontage roads, ramps, interchanges and crossing roadways are included in the Schematic The Developer fully understands the need of providing an infrastructure that offers enhanced aesthetic value and in-

TXDOT SH121 TOLL PROJECT 69 PROJECT DEVELOPMENT PLAN

tegration with its environment while serving the surrounding show. In particular, the Developer has identifi ed certain communities transportation and connectivity needs. areas that currently do not comply with the quality of ride set in the technical requirements and therefore remedial In this regard, a preliminary Aesthetics and Landscaping works will need to take place. Plan included as Appendix D.2.7 to the present document has been developed. Several items, although not specifi cally The analysis, comprehension and deep understanding of required in the RFP have been already considered in the pres- the different geotechnical aspects is seen by the D&B Team ent proposal due to its quality enhancement to the project: as the cornerstone for limiting and reducing major design, construction and maintenance defi ciencies during the life of • Continuous automated irrigation system. It allows an extremely more effi cient care and maintenance of trees, the CDA. shrubs and other plants as at the same time improves The work performed during the present proposal stage safety by eliminating the transit of watering trucks. has been supported with exquisite local knowledge by the • The retaining walls and structures will be painted. geotechnical fi rm Terracom. A colour pallet has been conceived and included in the Aesthetics and Landscaping; Appendix D.2.7. The main geotechnical aspects in which the proposal has been ensured to be a step ahead, providing a clear added • Every MSE wall approaching a crossing roadway will be value are the following: decorated with an image of a herd of running horses. This is an original design developed specifi cally for this project I. Embankment construction: that will become the theme and the image of the road. As previously indicated, the project earthworks result in a borrow situation that makes critical the identifi cation of the best material in terms of suitability, availability (volume) and proximity (signifi cant impact in transportation cost). In that regard, the D&B Team has accomplished an intensive search along the corridor and the surrounding areas looking for potential borrow areas and commercial quarries, identifying parcels with suitable material properties and clear of negative environmental related issues for potential exploitation. The east part of the corridor is mainly surrounded by fat clays and slightly shallow Austin Chalk

Figure 18 – Sample of Aesthetics Treatment bedrock, being identifi ed quaternary soil further east US 75. The mentioned detailed analysis has been undertaken and Geotechnical and pavement considered as a valuable alternative source to commercial In addition to the requirements established in the CDA, quarries for future utilization in the earthworks. the Developer will carry out the remedial works necessary II. Subgrade preparation. to bring the existing infrastructure to the technical requirements of Exhibit 11. Investigation of the existing In order to ensure adequate compacted platform for the infrastructure has been undertaken in order to soundly pavement construction and being fully aware of the heave support the activities envisaged, and the budget has been potential of most of the clays found along the corridor considered in the O&M model. The Proposer is known to and its proximities, the D&B Team has accomplished the have great expertise upgrading existing infrastructure as analysis of potential feasible subgrade preparation solutions. the examples of the Indiana Toll Road and Chicago Skyway Technical solutions have been identifi ed by means of using the closest possible materials as much as possible,

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in combination or not with hydraulic binders as lime or requirements. A basic concept of this strategy is that the cement. The D&B Team is committed and interested in developer will take advantage of the programmed overlaying ensuring neither heave nor shrinkage related distress or campaigns, necessary to maintain the highest standards lose of quality of ride performance on the pavement, for of ride quality, to add structural strength to the pavement which coordinated design guidelines and specifi c laboratory therefore increase its design life. testing have been undertaken. Subgrade support and The project’s new pavement structure for SH 121 and US minimum coverage depth defi nition have been approached 75 is the following: experimentally in the laboratory and through the existing TxDOT approved design methods and alternative procedures of current local implementation.

III. Earthworks protection

Special care and attention has been devoted to analyze moisture fl uctuations and water fl ows into earthworks and native rock subgrades to avoid the potential heave and shrinkage risk (fat clays) and material degradability (Austin Chalk). For the fat clays, solutions based on moisture barriers have been considered, being the use of drainage blankets the path followed in the second case.

IV. Pavement alternatives

The pavement type fi nally adopted is the one that suits Figure 19 – SH-121 Main Lanes better as contemplated from the overall life cycle cost period, which has resulted in the fl exible pavement type with the exception of the US 75 mainlanes and frontage roads, which are designed with CRCP as required in the CDA.

To enhance the performance of the fl exible pavement and be able to achieve the Developer’s planned pavement maintenance strategy for this particular project, the wearing coarse has been defi ned as a Stone Matrix Asphalt (SMA). Its implementation will bring the benefi ts of a more durable, rut- resistance and long lasting pavement, compared to standard hot asphalt mix layers.

According to the traffi c demand forecasted by the Proposer Figure 20 – US-75 Main Lanes and working closely with it, the D&B Team has designed the initial pavement for an initial design life of 20 years in agreement with AASHTO ’93. The Proposer has developed and considered in the fi nancial and O&M models the maintenance (both regular and major) operations needed to ensure that life cycle of the pavement extends to the end of the concession period and the additional hand back

TXDOT SH121 TOLL PROJECT 71 PROJECT DEVELOPMENT PLAN

• Reduction of risks related to the construction constrains, zones of adequate materials, material availability and its performance preliminary analyzed • Reduction of risks related to the Proposal itself. The Proposal is measured and quantifi ed based and backed in a sound and detailed geotechnical and pavement preliminary analysis. • Reduction of schedule of the detail design phase.

Other areas of design have been analyzed as well, like cut and fi ll operations, rock cut at US 75, retaining walls typologies and bridge and retaining wall foundation

Figure 21 – SH-121 Frontage Roads recommendations.

C.3.1.b Bridges and Structures

The proposed structures for the SH 121 Tollroad will be designed in accordance with applicable AASHTO and TxDOT design standards and criteria. The preliminary design has taken into account the following considerations: • Design life. • Maintenance needs. • Compatibility with other TxDOT facilities. • Ability to expedite the construction of the project. Figure 22 – US-75 Frontage Roads Substructure

The D&B Team strongly believes that the detailed analysis In line with the geotechnical recommendations and undertaken during the RFP period enhances signifi cantly its additional investigation accomplished during the proposal technical solution, having important benefi ts for TxDOT and stage, the structures will be supported by reinforced the Developer for the following reasons: concrete drilled shafts at a depth suitable for the design loads, with the required penetration into the founding • Early identifi cation of feasible technical solutions material. Concrete footings will be utilized where multiple • Early identifi cation of additional fi eld works and shafts are needed to support a particular interior bent. related scheduling and permits issues However, footings will not be utilized at locations where there is a scour potential. Reinforced concrete bridge • Early Identifi cation of zones and properties columns and reinforced concrete bridge caps will complete as a source for material the basic requirements of the substructure. Bridge bearings • Reduction of risks related to the extra fi eld will be used that are compatible with each particular beam and lab works. Scheduling and permits type and expansion requirements. • Reduction of risks related to the detail design. Feasibility As described herein, structure’s types and features study of potential technical solutions undertaken considered in the design, like its typology, the use of epoxy

TXDOT SH121 TOLL PROJECT 72 PROJECT DEVELOPMENT PLAN

coated steel in the bridge deck and rail, joints types and its sealing, are aspects that have been evaluated under ordinary and major maintenance perspective.

Superstructure • Beam types – The bridges’ superstructure is a function of the length of the required span. Spans that fall within the design length for pre-stressed concrete beams will be designed using AASHTO Ty IV concrete beams. Pre-stressed concrete beams also allow the ability to effectively provide bearing seat maintenance. Steel girder beams will be used for those bridge spans where pre-stressed concrete beams are not suitable because of its length or geometry. Typically the direct connectors are where these conditions exist. • Bridge slabs – Bridge slabs placed on the steel girders will be full depth reinforced concrete utilizing permanent metal deck forms. Bridge slabs placed on the Ty IV pre-stressed concrete beams will incorporate Figure 23 – Proposed treatment of structures pre-stressed concrete panels as part of the deck as well as providing the deck forms. The reinforcement Careful consideration was given to provide the most cost for bridge deck steel and the rail reinforcement that effective design while meeting or exceeding the project’s extends from the bridge deck will be epoxy coated requirements. The proposed bridge design described reinforcing steel. While epoxy coated steel is not a herein addresses the considerations stated earlier in this specifi ed requirement, the added protection gained section. These considerations, which are in line with the from its use is a preferred option that has been maintenance plan, include the ability to widen the proposed considered and integrated in the maintenance plan. structure by utilizing a design that provides the most • Bridge rail and joints – The bridge rail will incorporate practical components that allow for this possibility. either the T 501 or the T 502 concrete rail design. The primary use of T 501 rail instead of the T502 The design for all structural elements will be based rail is a matter of preventing runoff from draining on the Load Resistance Factor (LRFD) methodology. through the slots and creating an undesirable This methodology will be as presented in the most condition with the traffi c below. With this same current AASHTO LRFD bridge design specifi cations and consideration all bridge joints will be sealed. supplemented accordingly by TxDOT’s Bridge Design For a better understanding of the proposed bridges and Manual. The Live Load (LL) model will be an HL93 truck. structures described above, general arrangement plans The updated LL model provides loads similar to the interim have been developed and included in Appendix D.2.3 for HS25 load that was used to simulate the heavy trucks from each different type of structure. Mexico. The bridges will also be designed to accommodate an additional load of 25 pounds per square foot (psf) for Each structure has been considered also from an aesthetics future overlays and 125 pounds per linear foot per 12–foot point of view, as shown in the Appendix D.2.7 and depicted lane for future utilities. Direct connectors will be designed in Figure 23. for an additional 125 pounds per linear foot per structure. The structures will be designed to provide a service life of at least 100 years.

TXDOT SH121 TOLL PROJECT 73 PROJECT DEVELOPMENT PLAN

C.3.1.b.ii Retaining Walls and Noise Walls that extend into the Austin Chalk at the SH-121 and US 75 Interchange. Noise Attenuation Walls MSE Walls The noise impacts for this project have been evaluated as a requirement of the National Environmental Protection Act The proposed retaining walls will be the mechanically (NEPA) process. The noise levels and wall requirements stabilized earth (MSE) design composed of pre-cast were determined as part of the reevaluation of the concrete panels mechanical straps attached to the wall Environmental Assessment for the entire SH 121 corridor. panels and select backfi ll. The additional noise walls required as an element of the SH Although no specifi c foundations are required for the MSE 121 construction project are those determined to mitigate walls according to geotechnical recommendations, a non- noise impacts in Project Segment 1. reinforced concrete leveling pad will be constructed beneath The proposed noise walls will be 14’ tall concrete panels the wall for alignment and constructability purposes. with drill shaft foundations. A concrete mow strip will Drainage will be provided by an under drain system be constructed along the base of the wall to facilitate designed to keep the hydrostatic pressures within the maintenance along the adjacent right-of-way and will be design limits and for collecting migratory fl ow and channel constructed on the SH 121 right-of-way, as required and the fl ow into the proposed drainage system. outlined in the environmental documents, to ensure the The design of the retained wall structures will take into proper mitigation of noise impacts. account live load surcharges, being the AASHTO LRFD Although existing wall designs currently in place along Specifi cations used to determine the live load surcharges. segment 1 will be a determinant reference in the selection For those situations in which the roadway geometry requires of the new walls, there will be Noise wall workshops, which the placement of the retaining walls within the roadway will be integrated in the overall schedule, to be held with horizontal clear zone, a moment slab will be designed and the adjacent property owners and project stakeholders to constructed in order to accommodate the placement of the enhance the coordination between the different parties and concrete traffi c rail on top of the wall. A concrete mow strip keep the public informed. will be placed at the base of the retaining walls to allow for the ease of landscape maintenance as well as other As a result of the process, the fi nal design will achieve the structural ordinary maintenance tasks and inspections. following goals: As elements to be integrated in the Corridor’s Aesthetic • Will address the applicable TxDOT design criteria and decibel reduction requirements as Plan the retaining walls will be painted and will have similar outlined in the Environmental Assessment. texture as the ones already constructed along the corridor. This feature also has an enormous positive impact in the • Will be the one bringing the most value as the fi nal design durability of the panels that translates into benefi ts for the will be determined from integrating the input gathered from the workshops in the corridor’s aesthetic plans. maintenance of these structural elements. They will also be the main structural support element for placing the horses’ Retaining Walls corridor fi gure logo next to the bridges abutments in the crossings approaches. Retained earth wall structures will be used at all locations where the embankment approaching bridges and Soil Nail Walls overpasses cannot be constructed maintaining a 6:1 slope without affecting adjacent roadways or other elements. The other retained earth structure that is proposed for Soil nail and rock is expected to be used in cut sections use on the project is the soil nail wall design with fascia panel. Its use is expected as part of the US 75 – SH 121

TXDOT SH121 TOLL PROJECT 74 PROJECT DEVELOPMENT PLAN

interchange in the cut areas of US 75 main lanes and SW requirements referenced in the CDA, therefore no existing Connector. This type of wall has the best applicability in this drainage patterns will be affected or modifi ed. area because it provides the retained qualities necessary for Drainage will be designed to convey all runoff from the permanent construction without the need to over-excavate. mainlanes, direct connectors, access ramps and other The geological strata present in this area in conjunction with areas between existing frontage roads to receiving streams the absence of underground utilities interferences or right of via open ditches or storm sewer systems, independent of way limitations, makes it an effi cient technical solution. the drainage infrastructure servicing the existing frontage For the best possible integration of these structural roads, with noted exceptions in Segment 5 that have been elements, the fascia design of the retaining walls will be analyzed in Appendix D.2.4. The remainder of the proposed provided in accordance with the corridor’s aesthetic plan drainage system will be wholly independent of any storm attached as Appendix D.2.7. The retaining wall designs sewer systems now in place, and will not adversely impact shown in Appendix D.2.3 include the details of a typical or drain to drainage facilities for the existing frontage retaining wall installation used on the existing SH 121 roads. The preliminary analysis of the existing storm sewer overpasses and a basic TxDOT design showing the required systems draining the existing frontage roads indicates design elements. that these systems meet or exceed the hydraulic capacity requirements referenced in the CDA. In fact, drainage C.3.1.c Drainage system for the proposed mainlanes will reduce the amount of storm water runoff drained by the existing frontage The conceptual drainage plan for the proposed improve- road drainage systems. Therefore no improvements to the ments to State Highway 121 will be to drain all runoff gener- existing drainage systems in place are needed. ated by the mainlanes, direct connectors, access ramps, and other proposed improvements per the criteria defi ned The proposed system is suffi cient to completely detain in section 12, Books 2A and 2B of the SH-121 Request For within the boundaries of the existing frontage roads the Proposals (RFP). The proposed conceptual drainage system increased runoff from the 100-year event due to the has been developed based on the following goals: increased impervious cover created by the proposed improvements. A storm water storage facility will be • To provide a safe driving environment for motorists needed in Segment 4 within the available right of way. by draining runoff away from driving facilities, restricting the accumulation of runoff or ponding to The proposed storm water storage facility exceeds the quantities no greater than the limits set forth in the requirements for storm water storage facilities provided in Comprehensive Development Agreement (CDA). the CDA. A meticulous analysis has been accomplished in order to identify additional right of way needed for • Design of a drainage system completely independent of any existing storm sewer system, meeting the temporary or permanent drainage facilities resulting in no hydraulic capacity requirements of the CDA for ultimate additional Right-of-Way or drainage easements required. development within the project drainage areas. Calculations for detention requirements are provided in the Appendix D.2.4. • Conception of a drainage system that will be self-maintaining by providing velocities suffi cient The proposed mainlane bridges will not create any increase to prevent sedimentation of storm sewer and in water surface elevations of greater than one foot, as open channels during design storm events. required by the Federal Emergency Management Agency As the result of a preliminary analysis of the existing storm (FEMA) and will have suffi cient freeboard as required by sewers draining the frontage roads, the fi ndings indicate TxDOT criteria. that these systems meet or exceed the hydraulic capacity

TXDOT SH121 TOLL PROJECT 75 PROJECT DEVELOPMENT PLAN

Based on the preliminary analysis, the project will not construction to minimize the length of time there will be require any modifi cations to Flood Insurance Rate Maps interruptions to traffi c. All phases will be developed such or other requirements of the National Flood Insurance that the same number of existing main lanes will remain Program (NFIP). All proposed structures and roadway open to traffi c. The exception to this is during times when facilities in the vicinity of Regulatory Floodways or in operations such as beam placement or other overhead fl oodplains are designed to maintain post-construction operations above travel lanes occur. In those instances water surface elevations at or below the NFIP FEMA Base detours will be developed to reroute traffi c through the most Flood Elevations. This is accomplished with the use of expedient and safe route. The roadway closures that require compensatory excavation or other improvements measures detours will be confi ned to times when traffi c volume is at within the fl oodway or fl oodplain, such that the Regulatory its lowest such as nights and weekends. Off-duty uniformed Floodway limits and the 100 year fl oodplain limits will not police offi cers will be used to assist with the implementation require any revisions. of roadway closures and major detours.

Upon Conditional Award, a Storm Sewer Drainage report To ensure that impacts to businesses and residences are will be prepared for all project segments for inclusion in the minimized construction phasing will be developed so that required Drainage Design Report. The substantial analysis access will always be maintained. Phased construction of already performed during the proposal development driveways, temporary driveways, and the use of high-early- phase, which is included in Appendix D.2.4, will allow the strength concrete are a few of the means by which access Developer to expedite the preparation and completion of the will be maintained. Traffi c controls that are in place in the Detailed Drainage Design Report for early delivery to TxDOT, construction area will be continuously monitored for their impacting positively the overall schedule of the project. effectiveness and modifi ed accordingly to ensure the safety of the traveling public is maintained. Positive protection The essence of the Conceptual Drainage Plan by segments on low speed facilities (45 mph or less) will be met by the is included in Appendix D.2.4 indicating the major drainage use of low profi le concrete traffi c barrier (LPCTB). This components, such as storm sewer trunklines, overall will prevent sight distance issues that occur with the use drainage area boundaries, outfalls, and proposed storm of standard size CTB. Generic green signing will be used water storage facilities. to direct motorists to the proper driveway for access to the local businesses. The construction schedule will be tailored C.3.1.d Construction sequencing to work around the major holidays listed in section 18.3.1, and Traffi c Management Book 2A of the RFP in order to avoid impact to the traffi c The premise for the construction sequencing and traffi c and businesses during these high volume periods. management plan for the SH 121 Tollroad project will be Notifi cation to businesses and the traveling public will be fi rst and foremost to ensure the safety and convenience of made with the use of DMS that will give advance warning the traveling public and the construction personnel, second of upcoming closures and detours. Additionally the project to minimize disruptions to adjacent businesses, and third, in will have a dedicated website where information concerning the most effi cient manner possible construct the project in upcoming construction activities is disseminated as well as a timely manner, thereby allowing the expeditious opening the location and use of alternate detours. The website will of the facility to the customers. allow the project team to receive feedback from the public These goals will be met by providing a logical detailed and allow for an avenue to exchange information about plan that is in conformance with Good Industry Practice, any questions or concerns that arise during the course of following the requirements of the Texas Manual on Uniform the construction. A Traffi c Control Coordinator and support Traffi c Control Devices (TMUTCD) and in phasing the personnel will be available on a 24/7 basis to address any

TXDOT SH121 TOLL PROJECT 76 PROJECT DEVELOPMENT PLAN

issue related to the project’s traffi c control and construction C.3.1.e.i. The equipment provider of choice. schedule. The Developer has nominated at this point Raytheon as its All construction phases will be developed after a thorough integrator for the Toll Collection System. The reason for this evaluation of the constructability of the design. Each choice lays in the previous experience and satisfaction of construction phase will be analyzed to determine the best the Proposer with Raytheon in the 407 ETR in Canada and means to complete the greatest amount of construction. also because of our current conviction that it is the best Construction phasing and techniques will be developed option in the market to provide the optimal price-quality in concert with the contractor that will perform the relation to fulfi ll with excellence the requirements of TxDOT construction. Their insight will ensure that the most effi cient for the fi eld systems. As the company responsible for and plausible methods of construction will be utilized. installing the existing partial system in Segment 1, Raytheon are in an unbeatable position to achieve completion of the The basic approach to the phasing concept plan for the provisional system within the proposed timeframe. construction of the project is widely covered in the Appendix D.2.2. Construction Sequencing and Traffi c Management. Nevertheless, and according to Cintra’s contracting practices, should the Proposer be selected as preferred C.3.1.eTolling bidder for SH 121, the Conditional Award period will be used by the appointed IT team to evaluate other market This section presents the conceptual design for meeting options through a formal RFP process. If such process leads the requirements of the Toll Collection System, as defi ned to the conclusion that a better proposal than Raytheon’s has in the CDA and specifi cally following the requirements of been found (both in the technical and economic aspects), section 21 of Books 2A and 2B, and therefore describing the Proposer through the developer will formally request a solution that utilizes a fully Open Road Tolling System. TxDOT for a change of the nominated provider for the Toll The Open Road Tolling System will be used by transponder Collection System. users who will enjoy end-to-end, unimpeded travel over the entire Toll Road. For non transponder users, the system C.3.1.e.ii. A schematic plan will have the ability to capture both license plate numbers showing tolling points. (front and rear) in order to be able to invoice and eventually enforce those users. The location of the mainlane and ramp gantries is such that 1) Exhibit 4 of the CDA requirements are satisfi ed, 2) non- The functions, features, and equipment required for a state- tolled sections, as defi ned by Exhibit 4 of the CDA, remain of-the-art electronic toll collection system are detailed in the non-tolled and 3) there are no other toll-free movements following sections. along the facility in operation.

The toll confi guration design has taken into account the successive service commencement dates of the different Segments, and provides interim confi gurations to fulfi ll all the aforementioned requirements.

This tolling scheme has already been reviewed and approved by TxDOT please refer to Exhibit C.

TXDOT SH121 TOLL PROJECT 77 PROJECT DEVELOPMENT PLAN

C.3.1.e.iii. A description of the system • A central system (Project Host) is provided, for including enforcement methodology. bringing the data from the sites together and then serving these (transactions with images and/or According to Cintra’s general architecture regarding Toll DSRC IDs) to the Developer’s Back Offi ce System. Collection Systems, we have split our design, and therefore Please notice that the rating is not performed our description of the Toll Collection System in two sections, anymore at the TIPs but rather at the Back Offi ce. in accordance with the two layers that shall constitute the • ETC antennas are provided in order to provide Toll Collection System. full DSRC coverage in the whole cross section, including the shoulder lanes. The fi rst layer consists in the Toll Collection System itself, including all fi eld equipment needed to detect and classify • A solution will be provided (either a second camera all vehicles going through every tolling section of SH 121. or very large fi eld camera) to ensure that the top of Therefore, every vehicle is transformed into a transaction large vehicles like trucks is captured in the event the vehicle has his rear plate on the upper edge. that includes the tag identifi er, if the vehicle was carrying one and it was correctly detected, and/or two photographs • Each site will be ready to collect images (front and rear) of the front and rare registration plate. All these transactions from all vehicles, although this will be a parameter of will be transferred from the tolling zones to the Front- the system that can be easily changed in the future. It will be a task of the Back Offi ce to decide if these End through a redundant (physically and logically) 1 Gb images shall be discarded or, on the contrary, included ethernet network. It is important to mention here that the in the transactions to be forwarded to NTTA (or the Developer will keep the existing Toll Collection Equipment in Clearing House), according to certain business rules. Segment 1 and will complete it to reach the fi nal two-gantry confi guration, as per the requirements of TxDOT. The second layer consists of the Back Offi ce System, which will receive and process on real time all transactions coming The Proposer has specifi cally required Raytheon to include from the Front-End, in order to analyze and refi ne them the following modifi cations to their standard design for before being processed to the fi nal user and eventually TxDOT, in order to optimize tolling operations: transformed into income for the Developer. As we will see • Full gantries instead of cantilevers have been priced later on, the development of the Back Offi ce has been for ramp sites. Although the fi nal confi guration is scheduled in two phases: in a fi rst phase, comprising pending of a detailed review of each site, in order to the fi rst fi ve years of operation, the transactions, once determine where and if this is possible, we believe processed by the BOS, will be sent to NTTA for customer that a full gantry provides more stability and less invoicing and enforcement, if needed. vibration problems than cantilevers, and therefore more accuracy in detection and classifi cation of vehicles. Superior communication with NTTA is essential for the • Generators will be provided at the mainline sites success of the project. For that reason the Developer will (one per direction) and at each ramp site. appoint at least one individual in its structure to manage the relationship with NTTA, taking care of all enquiries and • A paved maintenance pull-off area will be questions that may arise from the processing of transactions provided at each site, in order to ensure the occurred in SH 121. This individual will also be in charge of best servicing possible to the gantries and adjacent area, for maintenance purposes. verifying the coherence of NTTA’s payments to the Developer in comparison with the transactions sent and acknowledged • A network switch and a TIP are provided at each site. by NTTA. Additionally, since the enforcement will be totally This ensures that any site can work autonomously transferred to NTTA for the duration of the contract with in the event of a cut anywhere in the network. them, this employee will perform periodical audits to NTTA enforcement services. For such purpose, NTTA shall

TXDOT SH121 TOLL PROJECT 78 PROJECT DEVELOPMENT PLAN

provide the Developer with periodical reports regarding the triggering the printing of the fi rst, second and fi nal notices, transactions enforced in SH 121. Assuming these reports are which shall ensure that the notices are properly posted and to be received in electronic version, the BOS will be able to received at the correct addresses. automatically process and analyze them to a certain extent Offenders will receive a written notice by post according in order to optimize these auditing functions. to the procedure established in Exhibit 4 of the CDA. Although the Proposer considers that NTTA will play a The system generates the letters automatically, and may fundamental role in the success of ETC interoperability in ultimately insert the notices together with the statements/ the Dallas area, and therefore foresees to extend the initial invoices in envelops. 5-year contract for the provision of the interoperability In order to accommodate to changes in the procedure of and customer care services for SH 121, in the event that notifi cation, the system will be fl exible to allow modifi cations a satisfactory agreement cannot be achieved for such in the following two parameters at least: extension the Proposer is also ready to develop a second Phase of the Back Offi ce. In this hypothetical situation, from • The number of mailings the sixth year of operation on, the Developer will become • The period between mailings. independent from any third party to post and invoice transactions to its direct customers, should it be decided that Different payment methods will be accepted, including the the Developer is going to issue interoperable transponders. commercial web page of the Developer. The system will In any case the BOS will be prepared to directly interact with keep track of such payments, in order to acknowledge TxDOT’s Clearing House for posting of transactions to the the cancellation of the debt and therefore aborting the different interoperable operators in Texas. continuation of the enforcement procedure.

In this scenario, enforcement will be totally managed by the If the customer refuses pay in a pre-defi ned period (initially Developer through the Back Offi ce System. Therefore, after 15 days after the 30-day period past the second notice “License plate number recognition” and “”Video exception elapses), the system will trigger an alarm about this processing subsystem” processes have performed over particular customer in order to fl ag up that the standard transactions without a valid transponder read at the fi eld procedure has been completed without a payment and level, and after determining that the plate number does that further action must be taken. The system may include not match with any transponder in the databases, the other interfaces with the relevant Authority and/or collection system will trigger the following enforcement management agencies in order to proceed with further steps, according procedures. Please notice that during the NTTA’s agreement to the law, and will in any case include the automatic duration, after VEP the photographs will be submitted to preparation (as far as this is possible) of the offender’s NTTA for them to enforce users. fi le, including all the relevant data in order to proceed with further legal actions (Court prosecution, etc.). Firstly there will be an automatic interface with the Public Administration Drivers database. The system will send C.3.1.f Intelligent Transport Systems the plate numbers list by FTP (probably at the end of a daily batch process) and will later receive the necessary ITS Field Infrastructure (I). Systems to fulfi ll requirements customer data for the submittal of statements/invoices, as of Books 2A and 2B per the procedure described in Exhibit 4 of the CDA. The location of CCTV cameras, dynamic message sign The system may have links to other entities and databases (DMS), vehicle detection (traffi c monitoring) stations, in order to verify the quality and accuracy of the received communications trunkline, power service pole, ground information, and will ultimately correct these data before boxes and other appurtenances associated with the ITS

TXDOT SH121 TOLL PROJECT 79 PROJECT DEVELOPMENT PLAN

design is shown on the attached Schematic [Refer to C.3.1.f.ii. Description of how the system Appendix D.2.5]. This Schematic constitutes 30% design. will be monitored to provide the best The design is based upon the requirements stated in Book service to users. 2A and 2B, roadway geometric sight distance situations, Traffi c Management Center as well as the experience and knowledge of our designer in other ITS projects in the Dallas/Ft. Worth area. The device As indicated in previous sections the ITS fi eld infrastructure locations provide full coverage to manage traffi c, are able to is the “eyes” of the system. It provides the video and data provide traveler information to the public and exchange data allowing the operators and fi eld responders to respond and video with other agencies. to an incident in a quick, appropriate and safe manner, in accordance with the SH 121 TMC standard operating Effi ciencies in the design include placing pole-mounted procedures. As discussed earlier in the ITS software and vehicle detectors at the center median barrier allowing system design section, a detailed Concept of Operations will full detection in both directions from a single pole. Placing be developed that describes the practices and procedures conduit along both roadway outer separations ensures com- that will be supported by the system. The following is a munications redundancy. Optical switches or other means general high-level description of the ITS tools that will be will detect a communications break in the fi ber for the ITS provided for monitoring the SH 121 facility, making use of and toll system and re-route the data stream. Extreme care the ITS fi eld equipment: has been taken in order to provide wired connectivity to every single ITS device, leaving wireless communications for A Traffi c Management Center will be provided and staffed provisional situations during construction. for 24/7 operations with two operators and one supervisor on duty during the daytime period and one operator during The ITS serves two basic functions, automated traffi c nights and weekends. The TMC operations room will management and automated traveler information. Operators accommodate two operations consoles/workstations as well at the TMC will monitor the system for traffi c fl ow anomalies. as a video projection / wall system. When the system or operator is alerted of an anomaly, the operator will verify the incident and implement a traffi c Additional Systems to enhance service to users. management response plan. Data obtained from the system will provide critical information to the traveler enabling the Public Traffi c Website driver to make informed decisions about their trip. The technical approach to developing and maintaining the SH 121 traffi c information website is to integrate ITS Field Infrastructure (II). Additional Systems to enhance commercial off the shelf (COTS) products with the SH 121 service to users. TMC systems in order to provide a robust SH 121 real-time The following section addresses the additional systems traffi c information website. The website will feature at least: proposed by the Proposer in order to enhance the service • A Real-time travel speed map provided to general public and to TxDOT. In brief, the proposed enhancements consist of: • Traffi c accident, construction fl ooding, special event information a) Toll Tag Tracking System for determination and display to public of Travel Times and for determination of the • Closed Circuit Television images O/D matrix (very useful for corridor planning studies) • Dynamic Message Sign messages b) Road Weather Information Systems (RWIS), which shall include the installation of 25 ice detection locations, 7 fog • Incident notifi cation (via fax, email or detection locations and 7 high water detection locations. pager) subscription service • Dynamic routing application

TXDOT SH121 TOLL PROJECT 80 PROJECT DEVELOPMENT PLAN

For further details refer to section c.1.8 coordination with other governmental agencies and Stakeholders to obtain planned transportation and utility Data to populate the website content will be collected from infrastructure in the Project area. the various ITS fi eld elements. The traffi c management center central software and supporting hardware has The Collin and Denton County areas in the north Texas the capability of storing and processing the data for region are two of the fastest growing areas not only dissemination to the website. regionally but also nationally. As a result of this rapid growth in surrounding communities such as McKinney, Allen, Plano, C.3.1.f.iii. Description of methods of Frisco, Coppell, Lewisville and Grapevine, there are many coordinating information with other facets of connectivity/interconnections that arise because of ITS Systems in the region and system this steady growth. interoperability. The existing frontage road system and cross streets that are Data from the fi eld devices will also be available to other in place provide the backbone of the infrastructure needed agencies in the areas through nationally compliant center- to accommodate the nearby development and ensuing to-center communications protocols allowing regional transportation and utility needs. The mainlanes of the SH access to the video and data. 121 Tollroad will be designed to dovetail into the existing transportation system. Overpasses will be constructed at all • Center-to-Center Coordination – The proposed system major streets crossing of the SH 121 Tollroad, allowing the software will include several methods of coordinating information with other ITS systems in the region. The urban arterial system to be integrated with the Tollroad and software will include the ability to communicate device the accompanying frontage road system. There will also be status, link status and event status via its center-to- fully directional movement provided at the interface with the center (C2C) standards compliant interface. The SH Dallas North Tollway (DNT) and US 75 interchanges with 121 interface will be compliant with the C2C standards SH 121. There is an existing partial interchange constructed published by TxDOT and will connect to other centers and and operational with IH 35E. systems via a network and web infrastructure provided by TxDOT. The proposed system software will also provide This design provides the optimal transportation layout a real-time data feed to a public web site that will update to support the ongoing development. The Developer the traveling public about the status of roadway incidents recognizes the long term planning that has taken place or congestion on SH 121. Finally, the system software that has resulted in the economic vitality of the area and provides a fax, pager, Email messaging capability that will be programmed to notify the appropriate personnel. is proposing the planned connections to remain as is. Additionally the Developer is committed to play an active • Center-to-Center Interoperability – Using the same TxDOT role within the transportation and development planning standard C2C interfaces and infrastructure, the system community to ensure that improvements to the SH 121 software will allow for limited control capabilities to be shared with other TxDOT ITS centers. This control will Tollroad serve the best interests of the region. include CCTV viewing and limited DMS message controls. The ROW dedicated for a roadway/highway facility provides The system software also supports NTCIP standard interfaces with fi eld devices allowing for the future a path for basic service utilities to be placed. TxDOT has deployment, by others, of additional compliant devices. historically partnered with the utility companies to allow the use of the ROW to provide dedicated space to run the utilities. Through utility service agreements the State and C.3.1.g Connectivity the utility providers agree on the proper use of the ROW as The SH 121 Tollroad has connectivity/interconnections a utility corridor. The planned design and construction of issues throughout the entire corridor that will require the corridor will promote the continued practice of allowing

TXDOT SH121 TOLL PROJECT 81 PROJECT DEVELOPMENT PLAN

the utility services to use the corridor as an economical proposed transportation projects for the region. They will way to expand their services. A need that is necessary also be a third party in the planning and decision making given the rapid growth occurring in the area. The presence process for transportation improvements as they relate of overpasses and the primarily fi ll characteristics of the to the SH 121 Tollroad. The Counties, Cities, and private project will allow for the most effi cient way for a utility interests are all part of the coordination effort that will be provider to cross the right-of-way. necessary to ensure that the SH 121 Tollroad serves its purpose of safely transporting people and goods as a major TXDOT has developed a process that results in an transportation tool for the region. agreement between the transportation provider and the utility provider. It outlines the commitments and The Connectivity Appendix D.2.8 describes and refl ects responsibilities of each entity that will be in place during the graphically with fi gures the concepts described above. term of the agreement. This will be the basis of the process proposed for the SH 121 Tollroad. C.3.1.h Segment 5 –The DNT Interchange

The SH 121 Tollroad will also interface with other regional The conceptual design of the DNT Interchange has been transportation interests. The regional tollway authority, evaluated with respect to the geometry and alignment as the North Texas Tollway Authority (NTTA), operates and well as operational characteristics, to determine areas maintains several tollway facilities throughout the north where the proposal has fi nally addressed signifi cant Texas region. Their major north-south facility is the Dallas improvements: North Tollway (DNT) that begins just north of downtown • The design of the westbound entrance/exit braided Dallas and continues to US 380 in far north Collin County. ramp arrangement east of Parkwood Drive and It is a major north-south urban tollway facility. The SH 121 the direct connector DCNE have been modifi ed to Tollroad will provide a fully directional interchange with the eliminate the need for the acceleration and auxiliary DNT which will result in a long-term relationship between lane crossing Parkwood Drive, as shown on the the Developer/TxDOT and NTTA during the life of the CDA. conceptual design, while improving design criteria. Improvements to either facility will require the coordination The exit ramp was designed to eliminate the need to between the responsible entities. impact the Preston Road bridge structure as well. These improvements are expected to result in reductions Burlington Northern Santa Fe (BNSF) owns and operates in the number of interruptions to the traveling public a rail line that passes over SH 121 Tollroad, just west as it impacts positively the construction schedule by avoiding widening to the existing bridge structures. of Spring Creek Parkway, in Segment 2. The Tollroad is complete in this segment. However any proposed future • The design and alignment of the north end of the improvements to either the Tollroad or the rail facility direct connector DCSW was modifi ed from what was would require coordination with the private transportation presented in the conceptual design. The profi le of the sector. Other expansions to the SH 121 Tollroad will also proposed entrance ramp from Gaylord was adjusted to satisfy design requirements and better align the tie- require coordination with agencies that are responsible for in to the DNT main lanes. Additionally the design was permitting the work. The US Army Corp of Engineers, the improved by the addition of a longer acceleration lane US Fish and Wildlife Department, the Texas Council on onto the DNT southbound to allow adequate visibility Environmental Quality will be involved in the planning and and merging distance on to the 3.5% up grade. The decision process concerning expansion improvements. design improvements will result in a slightly increased cost for the widening of the bridge over SH 121 to The local Metropolitan Planning Organization, North Central accommodate the acceleration lane but it will greatly Texas Council of Governments (NCTCOG), has the authority enhance mobility and the safety of the roadway as by federal funding legislation to identify and prioritize well as allows for a shorter DCSW structure design.

TXDOT SH121 TOLL PROJECT 82 PROJECT DEVELOPMENT PLAN

The approved schematics for the interchange of the Dallas DIRECT CURVE MINIMUM COMMENTS North Tollway (DNT) and SH 121 that were provided by CONNECTOR RADIUS MET TxDOT as part of the Reference Information Documents Ft. (RID) contain geometric design values that need to be EN 990 ABSOLUTE addressed with a design exception. Section 11 of Book 2A 890 ABSOLUTE of the RFP allows values below the usual minimum to be ES 2863 DESIRABLE used without a Deviation or Change Order. This is as long 1152 DESIRABLE as the value is equal to or greater than what was presented 1148 DESIRABLE in the RIDs’ approved schematics and that it is only applied 2867 DESIRABLE in its respective location. 702 NOT MET 660’ min. with 45 mph and e=6% There are, however, four locations along the SH 121/DNT 3101.99 DESIRABLE interchange where the radii of four horizontal curves do not 3898 DESIRABLE meet the absolute minimum value as defi ned in TxDOT’s NE 2566 DESIRABLE Roadway Design Manual, Chapter 2, October 2006 edition. 2857 DESIRABLE In order to obtain the absolute minimum value for the 4188 DESIRABLE horizontal curvature, and thus be in conformance with 2857 DESIRABLE section 11 of Book 2A, a deviation for the listed design 902 ABSOLUTE speed of the four affected direct connectors is needed. 898 ABSOLUTE The attached table lists the radii of all the horizontal curves 2848 DESIRABLE and shows the specifi c curves in need of a design speed 2847 DESIRABLE deviation. The radii listed as desirable has met the design 2868 DESIRABLE criteria as outlined in section 11 of Book 2A. The radii listed NW 807 NOT MET 660’ min. with 45 mph as absolute minimum has met the design criteria as outlined and e=6% in Chapter 2 of the Roadway Design Manual for a 50 mph WN 2865 DESIRABLE design speed with a superelevation rate (e) of 6%. 2863 DESIRABLE 2867 DESIRABLE A design exception is requested for Direct Connectors ES, 702 NOT MET 660’ min. with 45 mph NW, WN, and WS. It is proposed to use a design speed of and e=6% 45 mph with e= 6%. 2838 DESIRABLE WS 990 ABSOLUTE SH 121/DALLAS NORTH TOLLWAY INTERCHANGE 790 NOT MET 660’ min. with 45 mph DESIRABLE: has met design criteria as outlined in Book 2A of the Request for and e=6% Detailed Proposals ABSOLUTE: has met absolute minimum design criteria for 50mph design SE 952 ABSOLUTE speed as outlined in the TxDOT Roadway Design Manual SW 1055 DESIRABLE

Table 5 – DNT Interchange parameters, right. 1055 DESIRABLE 6030 DESIRABLE Schematic drawings of Segment 5 showing its horizontal 6030 DESIRABLE and vertical alignments are included in the Schematic 6030 DESIRABLE Design Layouts; Appendix D.2.1. 902 ABSOLUTE 948 ABSOLUTE 952 ABSOLUTE 2865 DESIRABLE

TXDOT SH121 TOLL PROJECT 83 PROJECT DEVELOPMENT PLAN

C.3.2 OPERATIONS These drivers or representative must (prior to contacting the AND MAINTENANCE PLAN Developer) also contact TxDOT for issuance of a permit by fi lling the TxDOT Overweight/ Oversized application. When C.3.2.a Road Operations traveling the Road, the vehicle must obey all laws and safety Detection and response to emergencies, breakdowns, regulations. The Developer has the right to stop and verify accidents, and incidents user’s credentials and may choose to charge toll based on current schedule. Incident detection on SH 121 will rely on CCTV monitoring, automated incident detection systems, Field Patrol If no permit is present the Developer must call police for observations and imported incidents from the police further assistance. Overweight/ Oversized vehicles will pay computer aided dispatch (CAD) systems (i.e. drivers appropriate toll as per schedule. that report traffi c accidents to the 911). In all cases, the The Developer’s Roadway Operations Director will inform operators using the CCTV cameras will visually verify the Maintenance Manager of vehicle(s) so that further suspected or reported incidents. arrangements, if needed, can be made as providing a safe Prior to the commissioning of the SH 121 TMC, a set of and convenient roadway is of the highest priority. standard operational procedures will be developed and The Developer will work with all haulers to program included in the Integrated Management Systems (IMS) and police the movement of Abnormal Loads, affecting to detail the detection and response procedures for all transportation timetable, where ever possible to minimize foreseeable events within the Incident Management Plan. the impact to the road user. The Proposer will develop the IMP based on the Developer’s extensive system operations experience, but tailor it to the By partnering with haulage companies we will be able needs of the SH 121 environment. The IMP will include to effectively arrange convoy and traffi c management predetermined response plans by location for lane or full requirements, and in exceptional circumstances, removal road closures, special events, and recurring congestion). The and reinstatement of road furniture. system software will provide operators with decision support The Communications Plan describes how to work with both tools to assist them in selecting the appropriate response. In the Dallas-Fort Worth ITS deployment and NTTA’s travel addition, operators will be trained to enable them to develop information website on the following aspects: ad hoc traffi c management responses for special cases. The IMP will require close coordination with TxDOT and local • Notifi cation of incidents on SH-121 requiring emergency agencies on all traffi c management actions. traffi c control, debris clear up, and vehicle recovery

Depending on the incident, Field Patrols and/or additional • Notifi cation protocol when drivers report SH-121 incidents fi rst responders will be notifi ed to assist in the response. All via 911 or the TxDOT DPS Roadside Assistance Hotline incidents and events will be communicated with other ITS • Notifi cation protocol when incidents on adjacent highways elements via the systems center to center interface. result in temporary signed diversions to SH-121

Plan for liaising with emergency services and handling • TxDOT’s, NTTA’s, and the Developer’s plans abnormal vehicles to deploy CCTV, traffi c detectors, DMS, and lane control signals, the protocols for operation, Users of the Road that wish to transport overly heavy or control, and sharing of such technologies overly sized vehicles must inform the Developer of their • Coordination with TxDOT and NTTA, for example intentions, dates, time, type of vehicle and contents of cargo if a major incident slows traffi c on SH-121 or on at least 3 business days prior. one of the regional roadways that feed SH 121.

TXDOT SH121 TOLL PROJECT 84 PROJECT DEVELOPMENT PLAN

• Information to various websites combination with incident detection algorithms, will be used to automatically detect events. • If applicable, emergency circumstances when tolls have to be suspended In terms of fi eld systems (Toll Collection System and Traffi c management and operation of ITS systems Intelligent Transportation Systems), the following personnel structure to support maintenance has been anticipated: The Developer will have a Traffi c Management Center • The foreseen ITS fi eld maintenance team will (TMC) in order to supervise and manage traffi c and consist of a crew of 3 technicians, that will be on operations on the Road. Details on the level of equipment duty 16 hours from Monday to Friday and 8 hours and software of the TMC are provided in section 1.5.d. during the weekends and holidays. During the of this document. The TMC will be staffed at all times hours not covered by this schedule, a couple of with traffi c operators. The Developer anticipates having a technicians will be on call in case of emergencies. team of 8 traffi c operators and 2 supervisors working in • The foreseen TCS fi eld maintenance team will consist shifts. The traffi c operators will report to the Maintenance of two crews of 3 technicians each, which will be on Manager and will have the following basic functions: duty 16 hours from Monday to Friday and 8 hours during weekends and holidays, in coincidence with • Monitor traffi c conditions the peak hours of traffi c. To cover the remaining 8 • Coordinate actions in case of abnormal hours from Monday to Friday, as well as the remaining conditions or incidents (traffi c accidents, 16 hours on weekends and holidays, another 3 special events, weather hazards). technician crew will be appointed on site. • Assist maintenance crews on road works All fi eld maintenance technicians will be supervised by the Field Systems Manager. This will allow to coordinating An Advanced Traffi c Management System (ATMS) will be the repair and inspection activities between both teams, utilized to detect and track incidents, monitor impacts and balancing personnel needs in case of unexpected peaks. record the incident response actions. The ATMS will also be used to operate all ITS equipment intended for traffi c In terms of the Traffi c Management Center, TMC, the management purposes (e.g. DMS, CCTV cameras, traffi c maintenance support will also be provided in house, detectors etc). through the TMC maintenance crew, which shall include four individuals during business hours which shall give The Operations TMC, will provide a secondary source of support to all the applications and hardware installed at the event detection. The operators will monitor the CCTV camera TMC location, including the servers for ITS and TCS and images. The images will cycle through all cameras on the everything related to the Back Offi ce System. It’s envisaged network, initially be set to 7 seconds, such that any unusual to have on board for this purpose at least two databases traffi c conditions will be easily detected by the operators. administrators, one GUI technician and one hardware The Field Patrol offi cers, patrolling the roadway may also technician. These four positions will be coordinated by the detect events. Patrol Offi cers that witness an incident or Back Offi ce System Manager, and the fi ve of them will be view effects of a recent incident will notify the operators at organized in on-call shifts, in case any major problem arises the TMC. during out of offi ce hours.

Traffi c monitoring infrastructure, inductance loops, infra-red Both the Field Systems Manager and the Back Offi ce detectors, microwave detectors, and radar traffi c detectors Manager will directly report to the Chief Information Offi cer. will be installed in the project area for the purpose of traffi c condition monitoring. Data from these traffi c detectors, in

TXDOT SH121 TOLL PROJECT 85 PROJECT DEVELOPMENT PLAN

Accident analysis and implementation of improvements to the fulfi llment of current legal and project environmental user safety requirements.

The system software will provide extensive data collection This objective will be achieved by the implementing the and event logging, including incidents, DMS messages and following principles: traffi c data, to support any accident analysis and reporting • Comply will all applicable local, state, and that may be required. federal environmental regulations; Accident Investigation and Prevention Studies (AIP) • Achieve all environmental commitments set forth in has been developed from years of experience taking TxDOT – provided approvals and environmental approvals; advantage of an accurate recollection of data, and has been • Educate every employee to: successfully put in place in numerous road projects with immediate benefi ts in terms of safety. Although the Design – Recognize the overall importance of issues in order of mainlanes and frontage roads is reviewed from a safety to achieve successful construction of Facility; point of view at several stages, we feel that it is important – Appreciate the environmental sensitivities of the Facility; to implement this tool as circumstances may change during the term of the concession. • Train every employee to: – Recognize environmentally sensitive resources that The proposed system AIP is based on the identifi cation may be encountered during construction activities; of hotspots along the infrastructure (Mainlanes and Frontage Roads), in terms of number of accidents and – Avoid or take appropriate action to minimize their yearly evolution for a second stage in which the environmental impact from work activities; and data is statistically analyzed (Chi square test) and on site – Understand the required actions, practices, and evaluation is carried out resulting in the proposal phase procedures regarding regulated resources; when corrective measures for outstanding issues are put • Foster an attitude of commitment to the forward and prioritized in accordance to the expected Road’s environmental quality; benefi ts of each measure. • Convey a commitment to the Road’s An Incident Management Plan will be developed describing environmental quality to all employees; how unplanned events on the roadway will be handled. • Convey a commitment to zero tolerance for violations. The plan provides detailed procedures for the detection, confi rmation, communications and response to these The application of the above principles will ensure that the events. A preliminary version of this plan has been included project development follows the principles of sustainable in Appendix D.4.3. development and that the use of natural resources, the natural environment, local communities and economic Traffi c operators will hold regular meetings with the development are taken into consideration and protected Maintenance Manager to propose improvements to the during the Project. system and to the procedures. They will use their day-to- day experience as a basis for these working sessions. During operations, the Maintenance Manager through the Field Patrols will be the ultimate responsible for clean-up Protection of the environment including dealing with and disposal of spilled material rests. Vehicles apparently spillages and contamination abandoned or any other property found within the Road The Developer will execute its duties in a manner that is limits will be reported to the Police by the Maintenance aligned with the protection of the environment, including Manager. Upon approval by the police they will be removed by the towing service contract. The Developer will also

TXDOT SH121 TOLL PROJECT 86 PROJECT DEVELOPMENT PLAN

contract a certifi ed environmental services fi rm for the The following chart illustrates the information fl ows among actual clean-up and disposal of spilled material rests. parties and representatives as described above:

An Environmental Management System (EMS) will be developed refl ecting the principles of the International Organization for Standardization (ISO) 14001:2004. The EMS provides a structured, documented approach to managing a business’s environmental performance and responsibilities. It is a management tool which enables us to implement our environmental policy, achieve continual improvement through the setting and review of environmental objectives, identify the environmental impacts we can control and those which we can be expected to infl uence and to communicate environmental standards Figure 24 – Liaison with Stakeholders across all aspects of the business. The EMS is included in All the information about claims and communications the Environmental Management Plan. A preliminary version from interested parties will be managed by the Roadway has been attached in Appendix D.4.12. Public Information Representative reporting to the Roadway Public relations and dealing with complaints Operations Director. The ROD will send a report to the Maintenance Manager, so that the maintenance team can The Developer will designate a Public Information implement improvements in their procedures in order to Coordinator. All information and issues regarding public minimize complaints. relations will be carried out through this individual. A deputy will also be nominated in the event that the nominated Policing person is not available. Liaison between the Developer and We will seek an agreement with the Local Police third parties will be conducted as follows: Departments of adjacent Counties/Municipalities (Denton • Liaison with TxDOT: The Developer’s Public and Collin) whereby those would patrol the road on a Information Coordinator will be TxDOT’s point regular basis in accordance with section 8.9 of the CDA. of contact for all Public Relation Issues. We have successfully negotiated this type of agreement on • Liaison with the D&B Team: The D&B Team will designate other US Toll Road concessions (e.g. Indiana Toll Road) and a representative who will be the main point of contact are confi dent that a mutually satisfactory arrangement can for all Public Relation Issues related to the Developer. be concluded for the SH 121. The basic functions of the Police will be: • Liaison with other third parties: Communication will be established directly from the third • Traffi c patrolling and traffi c law enforcement party representative and the Developer. • Assistance to fi eld patrols in case of traffi c The Developer’s Public Information Coordinator will work accidents, road works or special conditions closely with the Developer’s QA/QC Assistant and the (i.e. with lane/road closures) Roadway Public Information Representative regarding • Enforcement of the toll system roadway enquiries and complaints. Examples of such complaints might be customers reporting potholes, fl ooded sections, deleted road markings...).

TXDOT SH121 TOLL PROJECT 87 PROJECT DEVELOPMENT PLAN

C.3.2.b Routine following diagram depicts the general process under which and Preventative Maintenance actions are taken regarding the severity of the defect.

Inspection and testing regimes for the various major Inspection and testing regimes for the various key elements items (including, road, drainage, structures, barriers are outlined below: and guardrails, fences, and electrical systems) and the Roadway Pavement: Both the asphalt and concrete identifi cation and classifi cation of defects pavement sections will be inspected annually using Condition monitoring will be undertaken through a series of approved vehicle based surface condition survey equipment. inspection processes including regular Field Patrol inspec- Performance measurements will include road roughness, tions, Maintenance Crew’s inspections and detailed inspec- pavement rutting, surface distress, skid resistance and tions performed by specialized fi rms. Defects will be clas- road markings. sifi ed according to CDA between Category 1 and Category Drainage: Inspections will be performed monthly by the 2 regarding their potential impact to road user safety. The Field Patrols. Culverts and storm drains may become

Figure 25 – Inspection and action fl owchart

TXDOT SH121 TOLL PROJECT 88 PROJECT DEVELOPMENT PLAN

clogged as a result of a number of situations (collapse, performed includes litter pickup, and disposal; sweeping erosion, silt, drift etc). The operation and physical condition and cleaning; removal of debris, dead animals, abandoned of all roadside drainage apparatus will be inspected on a vehicles, and graffi ti; removal of roadside drainage obstruc- regular basis, and any observed signifi cant loss of hydraulic tions. The Maintenance Manager will program recurrent capacity will be reported. Apparatus include storm water preventive activities and will organize shifts to ensure there management ponds, ditches, gutters, side drains, outlets, is always a crew ready to respond to events that require im- irrigation ditches, non-bridge classifi ed culverts, catch mediate actions (e.g. roadway obstruction). In particular: basins and drop inlets, dips, storm sewers, irrigation General sweeping, cleaning, and removal of debris, dead siphons, drainage pumping stations and stock passes. animals: Will be performed by an appointed cleaning main- Structures: Bridge structures, retaining walls and drainage tenance crew. Due to the running traffi c litter won’t accumu- culverts larger than 10 ft span will be inspected on a late on the lanes but in the shoulders. They cleaning mainte- regular basis. Routine inspections will be performed every 6 nance crew will regularly use a suction sweeper to clean the months by the Maintenance Crews. The routine inspection mainlane and frontage shoulders. Small animals and debris should provide an overview of damage or safety hazards removal on the lanes will be handled by the Field Patrollers. that require immediate attention. The Developer will also Abandoned Vehicles: The Field Patrollers will contact the provide detailed inspections on a bi-annual basis to meet Police in order to get clearance to tow away abandoned the Federal regulations, which require that all major highway vehicles. The Developer will have a contract in place with structures be inspected by a crew under the supervision a local towing company to tow away from the Road limits of a Professional Engineer (PE). Principal inspections will any vehicle size. The Developer will also have in-house be performed every 6 years by a specialized engineering capacity so the maintenance crews can tow away cars and fi rm. Supplementary (on demand) inspections will also small trucks for immediate lane / shoulder clearance. These be performed following signifi cant events such as fl oods, would be towed to the maintenance yard (if close by) or to severe winds, frost, accident spillage etc. the nearest available parking space. Safety Devices: General drive-by inspections will be Graffi ti: The cleaning maintenance crew will also remove performed by the Field Patrols on a weekly basis. Detailed obscene, blasphemous or offensive graffi ti as soon as inspections of safety devices will be performed annually. practicable after it has been observed. This graffi ti is a Additional detailed inspections will be performed if any Category 1 defect. However, discretion is required in the safety device is damaged as a result of accident. handling and timing of the removal of other graffi ti. Where Electrical System: General drive-by inspections will be graffi ti is persistent and widespread in environmentally performed by the Field Patrols on a daily basis (night sensitive areas, consideration can be given to alternative time inspections). Detailed inspections of the electrical options, other than the frequent removal or obliteration. system and illumination features will be performed by Possible strategies are initiatives involving local schools, the Maintenance Crews on a bi-annual basis. Additional stakeholder groups and the Police Authorities. detailed inspections will be performed if any illumination Spare parts to be held device is damaged by incident collision. The Maintenance Manager will determine prior to Service General sweeping, cleaning, and removal of debris, dead animals, abandoned vehicles, and graffi ti Commencement an inventory of spare parts to be held on site. A standard methodology for spare part optimization will The Maintenance Manager will coordinate Maintenance be used. The basic variables that drive the amount of spare Crews and Field Patrols to perform most of the basic parts to be held on site are the part failure rate (accident rate roadway routine and preventative tasks. The type of work

TXDOT SH121 TOLL PROJECT 89 PROJECT DEVELOPMENT PLAN

for roadway safety elements), the lead time to procure the The main activity of the winter services is the precautionary part and the response time for permanent remedy / repair. salting of roads to keep them free from ice, hoar frost and snow. This is a routine activity that is activated through a Typical spare parts include cones, safety barrier elements, Weather Forecasting System and Ice Prediction System. delineators, luminaries, lights, signs, Dynamic Message The Developer will contract Texas local weather forecasting Sign boards, cameras, Electronic Toll Collection antennas services but will also have its own prediction systems: and other communications and electrical equipment. All these spare parts will be stored in the maintenance yard at • Road Weather Information System (RWIS). This system the Administration and Maintenance Area. will provide frozen precipitation, high water and fog detection and warning capabilities. RWIS elements Maintenance of landscaping include fi eld-deployed devices, communications (usually wireless) back to the Traffi c management Center, The Developer will subcontract landscape maintenance central software to process the data and prescribed to a local company. The type of work performed strategies addressing the particular weather event. includes vegetation and landscaping management • Thermal Mapping. This technique measures and (mowing, watering, fertilizing, removal of dead plants, analyzes the thermal characteristics of road surfaces in and replacement of plantings) and herbicide application. conjunction with their topographical surroundings. The Additionally annual inspections will be performed to information provided by the thermal mapping is used check trees and ground covers, and to pressure test and in conjunction with site-specifi c forecasts to accurately functional check the irrigation systems. predict the minimum road surface temperature across the Road. This information can then be used to make an Maintenance of accurate as built records together with informed decision on the treatment of the carriageway. records of inspections and maintenance activities From the forecast information received and from the Following the Developer’s Quality Plan, the Maintenance ice prediction information, the duty WSO decides on a Manager will be responsible for keeping accurate as built course of action for stand-by, precautionary salting, repeat records as well as all maintenance related records. As-built treatments or snow clearance activities. Confi dence levels records will be logged in the Assets Management System for forecasts will infl uence the timing of decision and the (AMS) which will serve as an GIS inventory reference for the need to review ice prediction information. project. The Roadway Maintenance Management System For precautionary salting, treatment will commence within (RMMS) will record all maintenance actions on the road. one hour of an instruction. A maximum treatment time The basic functionality of these software applications is of two hours shall include for the return to compound of described in section 1.5.d of this document. the spreading vehicle. It is anticipated that precautionary Prediction of and response to extreme weather salting will occur in a good number of occasions during the high risk winter service period (December, January The preliminary Winter Service Plan (WSP) included in and February). Given this and the fact that response time Appendix D.4.5 describes the policy, objectives, procedures is demanding this activity will be performed with in-house and operational arrangements for the delivery of winter resources (by maintenance crews using trucks with services on the SH 121 Toll Road. mounted V-Boxes). A salt silo located at the Maintenance The North Central Texas area is prone to heavy rain in the Yard. Every year it will be provisioned with salt prior to the spring and ice storms during the winter months. Weather start of the winter season (October). conditions greatly affect roadway conditions and general Snow fall is at an average of 2.6 in/year in Dallas so snow pavement drivability. These conditions can directly impact removal is expected to happen rarely (maybe on one or two motorist safety.

TXDOT SH121 TOLL PROJECT 90 PROJECT DEVELOPMENT PLAN

occasions per year). The Developer will have a contract in repair the Defect in accordance with the Performance and place with a local company for snow removal. Measurement Table, Attachment 11.

Pre-travel road conditions information will be published in For Category 1 Defects, the Developer will: the SH 121 Public Traffi c Website. • Take necessary action such that the hazard to Users is mitigated within the period given in the C.3.2.c Reactive Maintenance column entitled “Cat 1 Hazard Mitigation” in the Performance and Measurement Table. Defects will be classifi ed according to CDA in either Category 1 or Category 2 Defects regarding their potential • Permanently remedy the Defect within the period given impact to road user safety or structural integrity of the in the column entitled “Cat 1 Permanent Remedy” in the Performance and Measurement Table. Road. Category 1 defects require immediate corrective action so the Developer will mobilize resources accordingly. For all other Defects (Category 2 Defects), the Developer shall undertake the permanent repair within the period Defects or faults will generally be revealed under three specifi ed in the column entitled “Cat 2 Permanent Repair” in circumstances: the Performance and Measurement Table, Attachment 11. 1. Regular inspections carried out by Maintenance Crews or Field Patrols. These two groups will be The Maintenance Manager will maintain a list of open trained to detect Category 1 Defects and a procedure Category 1 Defects. Defects in the open Category 1 would be in place to report them immediately to Defects list will be ranked according to their severity the Traffi c Management Center (TMC) and the and the response times defi ned in the Performance and Maintenance Manager for corresponding action. Measurement Table. The Maintenance Manager will have 2. TMC Operators ordinary supervision of the as a maximum priority closing all items in the Category 1 Road. TMC operators will also be trained to Defect list directing the work of the Maintenance Crews. detect Category 1 defects. They will report them to the Maintenance manager. C.3.2.d Programmed Major Maintenance, 3. General Public reports to the police or directly to Renewals and Capital Works the (Roadway Public Information Representative) something unusual on the road. The police (or Figure 26 following shows the inspection regimes and defect the Roadway Public Information Representative) management process extending into defect clustering and would then communicate it to the TMC. The TMC development of reactive maintenance through experienced operators will check whether the fault is already asset management to ensure the most appropriate and cost open and else inform the Maintenance Manager. effective intervention levels, driving a robust program of Once the fault is revealed, the Maintenance Manager will renewal maintenance. A detailed description of the elements confi rm the classifi cation of the Defect and then initiate and of the process can be found in the preliminary Maintenance coordinate the required action response plan to address the Management Plan in Appendix D.4.2. issue in compliance with the procedures in the Operations and Maintenance manual.

In meeting the requirements of section 19 Books 2A &2B where a hazardous Defect (Category 1 Defect) is revealed (and confi rmed by the Maintenance Manager), the Developer will take immediate steps to alert Users to the hazard and shall categorize, correct, make safe and

TXDOT SH121 TOLL PROJECT 91 PROJECT DEVELOPMENT PLAN

Figure 26 – Maintenance Management Process Flowchart

The Developer will implement a storage and enquiry Pavement. The maintenance cycle is for a 7.5-year cycle modular program that enables the user to use from one of renewals, and signifi cant investment in year 1, to bring single computing application all the characteristic highway the existing pavements up to the required standard. The parameters (Asset Management System). anticipated cycle timing has been based on:

In any case the Developer anticipates the following renewals • Proposer’s experience on highway maintenance of for the major asset groups: both new and transferred facilities (i.e. the Indiana Toll Road with more than 50 years of existence)

TXDOT SH121 TOLL PROJECT 92 PROJECT DEVELOPMENT PLAN

• Technical Advisor’s, Delcan, research and Culverts 10 years analysis of local engineering practices Pipe desilting 10 years • Pavement Structure Modeling carried out by Applied Concrete traffi c barrier 20 years Research Associates, Inc. considering a 50 years Road signs 15 years concession term and 10 years of useful life required after Road markings 4 years handback for both Existing and Future Improvements High Mast Lighting Posts (rewiring) 20 years To anticipate the renewal needs of the Existing Improve- MSE Walls 5 years ments, the Proposer has carried out extensive analysis of Noise Walls 8 years useful and residual life of Existing Improvements through the Table 6 – Other road assets renovation times performance of non-destructive inspection and testing of the Systems. Technology based assets follow very particular Existing Improvements. Roughness evaluation was carried patterns regarding their useful life which mainly depends on out by The Transtec Group. The Developer will carry out the amount of software vs hardware that they have. further analysis to clearly defi ne the scope of works to bring the Facility up to Performance Standards. It is anticipated the The guidelines to estimate the intervals between major Developer will subcontract and monitor local contractors to upgrades or renewals of the system have been estimated by improve the facility within the fi rst two years after SCD. taking into account the advice of our vendors and advisors, plus the Proposer’s own experience in Toll Roads. The Structures. The major maintenance profi le for structures expected major interventions for the various systems are: is based on a strong program of inspection and renewal based on previous experience and international standards. • Intelligent Transportation Systems: it has been estimated Structures major maintenance is dependent on inspections that most of the hardware components of the TMC will and these will be undertaken on a risk management basis. need periodical renewals every 5 years of operation. On top of these, the whole system (including fi eld Criteria includes: systems and TMC hardware and software components) • strategic importance of a route or bridge (current will be completely redesigned and rebuilt every 10 and projected traffi c loading may be an infl uence); years. These 10-year operations will be tendered to the market through RFPs, leading to integrated design • risk management of known defects, e.g. environmental and build contracts with the selected provider. exposure, historical rate of deterioration for specifi c bridge type or component, etc; • Toll Collection Systems: • risk management of degradation of materials; – Field Systems: complete renewals of these have been scheduled every 10 years. Again, these 10- • events, viz. fl oods, bushfi res, earthquakes; year operations will be tendered to the market • traffi c crashes that may have damaged through RFPs, leading to integrated design and a critical structural element; build contracts with the selected provider. • notifi cation from the public; and, – Back Offi ce System: in this case it has been estimated that hardware components will need • availability of special equipment and/or resources periodical renewals every 7 years of operation, whereas complete redesign and development of the system Other Road Assets. Typical frequencies for replacement or shall take place every 15 years. Like in the two other renovation of other road assets, such as road markings, subsystems, these major renewals shall take place under barriers, fencing, drainage, road signs, and lighting drive the design and build contracts awarded through RFPs. expected renewals: Widenings. These major interventions are driven by the traffi c capacity of the road. At certain points in time the

TXDOT SH121 TOLL PROJECT 93 PROJECT DEVELOPMENT PLAN

increase in traffi c will reach a threshold that will trigger the Having a visible head early in the process helps to ensure need for additional lanes. The time when this takes place not only that those mandatory tasks required for CDA depends directly on the traffi c forecast model. execution are promptly fulfi lled, but also that others are expedited. One of the latter is engaging key management The responsible for major maintenance, renewals, and for the Developer’s organization. Some offi cers would capital improvements including future roadway widenings join from the Proposer’s organization and others be hired will be the ROD except for the systems that will be taken externally. Of particular importance is having the Chief care of by the CIO. In all cases these works will be Information Offi cer on board as soon as possible to launch subcontracted to specialized fi rms. They will be tendered the design and installation contracts for the TCS, ITS and to the market through RFPs issued by these two offi cers. BOS of Segments 1 & 2. These contracts need to meet The Technical Manager will assist the ROD by managing the aggressive completion dates which can only be achieved by contracts for the works. It is also expected to hire technical an early start. assistance to monitor day-to-day progress and quality for the bigger jobs (pavements and widenings). Another important factor that allows expediting the schedule is the fact that the Design & Construction Contract is C.4 MILESTONE SCHEDULE already agreed on and actually just waiting to be executed. Our approach to the preliminary baseline schedules for Pre Operations Activities all fi ve segments is to achieve service commencement in each segment as soon as possible. This approach Due to the fast-track construction schedule, the approach maximizes the fi nancial and schedule value to TxDOT while once NTP1 is issued is to have in place the team that would minimizing the time that the traveling public is exposed to supervise the D&C contract on behalf of the Developer construction hazards. as soon as possible. Also, securing the proposed plot for the Administration and Maintenance Area is key as this is There are many project wide activities that must be per- obviously needed to start building construction. formed prior to commencing construction. Careful atten- tion was paid to these activities in the preliminary baseline There are also a good number of documentation schedules. Our general approach is to submit the most criti- requirements to be fulfi lled before NTP2. With all the cal items as soon as possible. Our schedules account for department directors in place at this stage we are sure that this by planning to submit the portions of the Project Man- this laborious task would run smoothly. agement Plan (PMP) needed for design and environmental There are basic activities to be performed before service permitting even before NTP1. Preliminary versions of some commencement. Our strategy is based on recruiting middle specifi c plans of the PMP have already been developed and management fi rst (by August 07) to take care of further included in Appendix D.4 of the proposal. (more detailed) needed activities. In this last group we have the fi eld personnel hiring, maintenance equipment Preliminary baseline response acquisition and the stocking of materials and spares. Conditional Award to NTP1 The vast majority of the equipment used is standard maintenance pieces so we don’t expect long lead items The Proposer will be ready to establish a Special Purpose except for some of the maintenance trucks. Vehicle (SPV) right after conditional award and have a CEO appointed within two weeks. This short time frame is Locating and renting a Temporary Operations Facility is possible because the CEO would not be externally hired but also being considered as construction of the Administration pooled from the breadth of professionals that the Proposer and Maintenance Area will not be completed until March already has in the Toll Road business. 30th, 2009. Meanwhile all management and personnel

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would move into the Temporary Operations Facility, which developed for each due to the minimal amount of work to would consist of rented offi ce space and a maintenance be done in them. For Segments 3, 4 and 5 the detailed warehouse located nearby the fi nal buildings location. Back design will be divided into two packages with only those Offi ce Systems (including the Traffi c Management Center) items needed for early construction work included in the would initially be installed at this temporary location. fi rst package and the remaining items included in the fi nal 100% package. This approach allows the design and The very last activity before service commencement is construction to overlap so that construction can begin as personnel training. We allow 6 weeks for this to ensure soon as possible. that all teams are properly acquainted will how to perform their daily tasks. Special attention would be placed on H&S Construction courses for fi eld personnel working on the road. The construction activities were developed by using the Post Start of Operations Activities items and quantities from the estimate and applying production rates to those quantities to determine the initial The Proposer’s also anticipates that during April, 2009 the durations. The D&B Team also has long-term relationships Developer will relocate from the Temporary Offi ce Facility with the local subcontractors and suppliers for lime, to the fi nal Administration and Maintenance Area location. fl exbase, asphalt aggregates, and other critical and non- This activity involves coordinating the re-installation of IT critical items and we view these relationships as a valuable equipment in the new building as well as people relocation. resource. For this project, we have received a considerable The Proposer is very confi dent that there will be a smooth amount of input from these companies and incorporated transition given its excellent previous similar relocation that input into our schedule. experiences in other Toll Road projects (i.e. N4/N6 in Ireland and R4 in Spain). Extensive analysis has been performed on the project schedule and additional detailed planning and research Design have been performed on the major critical activities such The approach to the design activities is to fi rst perform the as borrow in Segment 3 and the phasing in Segment 4. project wide fi eld investigations and develop the schematics, Due to this effort, our team is confi dent that our preliminary standards and specifi cations before beginning the detailed baseline schedules are very realistic and we are certain that design for each Segment. Once these project wide activities our milestone commitments are achievable. have been completed, the detailed designs will follow. For The following table summarizes the key milestones for the Segments 1 and 2 a single 100% design package will be project by segment.

NTP 1 Commence of Commence of Substantial Final Acceptance Construction Tolling Installation Completion / Service Commencement Segment 1 30-Apr-07 29-Sep-07 29-Dec-07 30-Mar-08 28-Jun-08 Segment 2 30-Apr-07 29-Sep-07 29-Dec-07 30-Mar-08 28-Jun-08 Segment 3 30-Apr-07 29-Sep-07 30-Mar-09 30-Sep-09 29-Dec-09 Segment 4 30-Apr-07 29-Sep-07 30-Mar-10 30-Sep-10 29-Dec-10 Segment 5 30-Jun-08 (*) 30-Dec-08 N/A 30-Sep-11 29-Dec-11

(*) NTP DNT

TXDOT SH121 TOLL PROJECT 95 PROJECT DEVELOPMENT PLAN

Segments 1 And 2 taken all of this information into account in the Preliminary Baseline Schedule and we are totally confi dent that we can The three main factors driving the service commencement meet this schedule. of Segments 1 and 2 are the new noise walls, the new toll collection system and the duct bank system for the ITS and The large volume of borrow is the most critical item in Tolling. The D&B Team has studied each of these factors in this Segment from a scheduling perspective and that is detail to assure that the schedule is realistic. why the D&B Team has investigated all options. D&B Team has developed relationships with local earthwork The D&B Team’s approach to the noise walls will be to use subcontractors during the proposal process and have separate crews for the foundations, columns and panels. The provided their input with regards to pricing, borrow sources, D&B Team has also had discussions with several noise wall and production rates. They have also located and performed manufacturers to get input on the lead times for the panels subsurface investigations of potential borrow sources as and our approach will be to choose a manufacturer during well as performing their own evaluation of constructing the design process and advance the purchase of the panels the embankment. Their specifi c approach to this item to assure that the noise walls can be completed on schedule. will be to secure the best possible borrow site prior to The Proposer has performed a detailed analysis of the commencement of construction and then to work 24 hours Toll Collection and ITS systems installation program and per day on this activity. is confi dent that the system can be ready on Service Segment 4 Commencement of Segments 1 & 2 communicating via fi ber optics. As a back up plan we could communicate The critical path in Segment 4 is driven by the complex wirelessly with some of the fi eld equipment in the same phasing required to reconstruct the interchange and lower manner as it is currently being done. the US75 main lanes while maintaining the same number of main lanes and all possible movements for both SH121 Finally, the work for the new duct bank system will be and US 75 during construction. The D&B Team’s approach divided and subcontracted to multiple contractors so that to this complex work has been to develop a practical and both boring and open cut installation can be performed detailed Traffi c Control and Construction Phasing Plan for simultaneously in multiple locations. this Segment. This plan would then be utilized to create both Segment 3 drawings and a computer animation to depict the complex sequencing required for the SH121/US75 interchange. The activities associated with critical path in this Segment These drawings and video are included in the Appendixes to are the installation of the embankment, subgrade this proposal and we highly recommend that these items be stabilization, fl exbase installation, placement of HMAC base reviewed to gain a thorough understanding of our approach and surface, installation of pavement markings, signs and to this Segment. This phasing plan was also used as the roadway illuminations. Eight of the 18 bridge structures in basis for the schedule in this Segment along with the input Segment 3 are creek crossings which require environmental received from the local subcontractors and suppliers and our permitting. However, the D&B Team has considered the own self-performed analysis of the work. impact in the start time of the creek crossing structures caused by the environmental permitting process and it does Segment 5 not affect the critical path. The major work in this segment is the 8 direct connectors The D&B Team’s approach to this Segment has been to which are the critical path for completion. Additionally, the get as much input as possible form local suppliers and right-of-way parcels that must be acquired have an effect subcontractors on the critical activities as well as to analyze on the construction start date of the impacted connectors. these activities as self-performed. The D&B Team has We have chosen to be aggressive by starting construction

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three months prior to the latest date that TxDOT is supposed • Proposer’s non-destructive inspection and testing to acquire the additional ROW for Segment 5. This is of the Existing Improvements carried out by the possible because we can work in areas of the existing ROW Transtec Group (Roughness Evaluation) prior to this date and also because it is possible that some • Pavement Structure Modeling carried out by Applied of the parcels may be available before others. Research Associates, Inc. considering a 50 years concession term and 10 years of useful life required after Long lead time materials such as high strength steel handback for both Existing and Future Improvements girders, prestressed concrete beams, MSE retaining wall panels, precast concrete deck panels, permanent metal • Proposer’s experience on highway maintenance of both new and transferred facilities (i.e. the Indiana decking, and reinforcing steel have been accounted for with Toll Road with more than 50 years of existence) production rate input received from multiple subcontractors and suppliers. Activities have durations between 30 and 360 calendar days. In addition, critical activities and tasks needed to Preliminary renewal work schedule complete renewal cycles are shown. The Developer will expand and complete this Preliminary Renewal Work The Performance-Based approach to maintenance the Schedule prior to Service Commencement Date. Developer will base its long-term asset maintenance strategy on will dictate the timing of the different Due to the specialized nature of these activities, it maintenance activities undertaken throughout the is anticipated the Developer will engage external concession term. subcontractors for their execution. As mentioned in Section 1.6, the Developer will initiate and manage the procurement A professional in-house Maintenance Management process, defi ne the scope of works to be carried out, organization trained to address the CDA Performance closely monitor the subcontractor’s performance and Requirements, and its annual updates, and a approve, in accordance with CDA established procedures, comprehensive inspection plan will provide the Developer the completed works. Hence, the activity and cycle the necessary asset information to annually defi ne and durations shown in the Preliminary Renewal Work Schedule update the Renewal Work Schedule. In order to comply with include the steps from start of conceptual implementation of the deadlines established by the CDA, a recurring activity an activity to its fi nish or return to normal operations. has been included for preparation and submission to TxDOT of Renewal Work Schedule updates. These updates will be submitted by the end of September of every year (i.e. 90 days before next year’s maintenance).

The Preliminary Renewal Work Schedule included in Appendix D.3 has been defi ned using the following information and resources: • CDA BOOK 2A – Performance and Measurement Table Baseline and Handback Requirements • Proposer’s SH 121 Facility inventory analysis of Existing and Future Improvements • Proposer’s analysis of useful and residual life of Existing Improvements • Traffi c forecasts analysis

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