AGENDA ITEM #10: FOR YOUR INFORMATION

A. TRANSPORTATION PLANNING ORGANIZATION MINUTES

The minutes from the March 15, 2012 HRTPO Board Meeting are attached.

Attachment 10-A

B. LETTER TO DWIGHT L. FARMER FROM SEAN CONNAUGHTON, SECRETARY OF TRANSPORTATION, STATE OF

On March 13, 2012, Dwight L. Farmer, Executive Director, on behalf of the HRTPO, sent a letter to Secretary Connaughton outlining the HRPTO’s position regarding the development of the /Midtown Tunnel/Martin Luther King Freeway Extension Project. Secretary Connaughton’s March 26, 2012 reply is attached.

Attachment 10-B

C. The HRTPO will hold its Annual Board Retreat on May 17, 2012. The agenda and related attachments for the Board Retreat can be found at http://www.hrtpo.org/MTG_AGNDS/TPO_HRTPO_NxtMtg.asp

D. During the Commonwealth Transportation Board (CTB) meeting of April 18, 2012, RADM Tim Alexander, Commander, Navy Region Mid-Atlantic, provided a briefing on the military presence and transportation priorities in Hampton Roads. In its Resolution 2012-02, the HRTPO Citizen Transportation Advisory Committee (CTAC) recognized the large military presence in Hampton Roads and recommended that a representative of the military brief the CTB at least once every year.

Admiral Alexander’s presentation to the CTB may be accessed at: http://www.ctb.virginia.gov/resources/2012/april/pres/Presentation_Agenda_Ite m_1_CNRMA_Brief_to_CTB_18_April_12.pdf

E. During the March 15, 2012 HRTPO Board meeting, Delegate Cosgrove suggested a representative from VDOT or the Office of the Secretary of Transportation brief the HRTPO Board on the specific terms of the Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway Extension project to provide a better understanding of the project at both the local level and in the General Assembly.

Mr. Tony Kinn, Director of the Virginia Office of Transportation Public-Private Partnerships (OTP3), briefed the Board on this item at the April 19, 2012 Board meeting.

Attachment 10-E

HRTPO Citizen Transportation Advisory Committee – May 10, 2012

Hampton Roads Transportation Planning Organization (TPO) Board Minutes of March 15, 2012

The Hampton Roads TPO Board Meeting was called to order at 10:32 a.m. in the Regional Boardroom, 723 Woodlake Drive, Chesapeake, Virginia, with the following in attendance:

HRTPO Voting Members in Attendance: Alan P. Krasnoff, Vice-Chair (CH) Thomas G. Shepperd, Jr. (YK) Dee Dee Darden (IW) Thelma Drake (DRPT) Mary Jones (JC) Philip Shucet (HRT) McKinley Price (NN) Dennis Heuer (VDOT) Paul D. Fraim (NO) Jeff Florin (Alternate, VPA) Kenneth I. Wright (PO) Anthony Conyers (WATA) Linda T. Johnson (SU) Senator John Miller (GA) William D. Sessoms (VB) Delegate John Cosgrove (GA) Clyde Haulman (WM)

HRTPO Nonvoting Members in Attendance: Brenda Garton (GL) Selena Cuffee-Glenn (SU) Mary Bunting (HA) Jackson C. Tuttle, II (WM) W. Douglas Caskey (IW) James O. McReynolds (YK) Robert C. Middaugh (JC) William Harrison (CTAC) Neil A. Morgan (NN) William Bell (FTAC) Marcus Jones (NO) Capt. Mary Jackson (USN) J. Randall Wheeler (PQ)

HRTPO Executive Director: Dwight L. Farmer

CTB Participants: Hollis Ellis (CTB)* Shep Miller (CTB) Aubrey Layne (CTB)

OTHER PARTICIPANTS Capt. David Culler

HRTPO Voting Members Absent: Molly Joseph Ward, Chair (HA) Senator Yvonne Miller (GA) Christopher Hutson (GL) Jerry Bridges (VPA) W. Eugene Hunt (PQ)

Attachment 10-A HRTPO Nonvoting Members Absent: William E. Harrell (CH) Brigid Hynes-Cherin (FTA) Kenneth L. Chandler (PO) Col. Korvin D. Auch (LANGLEY) James K. Spore (VB) Wayne Shank (NAA) Jeffrey Breeden (FAA) Ken Spirito (PAC) Irene Rico (FHWA) Capt. Mark Ogle (USCG) Ivan Rucker (FHWA) Randall P. Burdette (VDOA) Tony Cho (FTA)

* Late or Early Departure

Others Recorded Attending: John Gergely, Louis Guy (Citizens); Eric Martin, Betty Meyer, Earl Sorey (CH); Randy Martin (FR); Brian DeProfio (HA); Jackie Kassel (NN); Bryan Pennington, Jeff Raliski, Ron Williams (NO); Paul Holt, Charles Whitehurst (PO); Eric Nielsen (SU); Bob Matthias, Mark Schnaufer (VB); Debbie Messina (Virginian-Pilot); Andy Fox, Walter Hildebrand (WAVY TV); Wendy Vachet (USN); Ellis W. James (Sierra Club Observer); Karen McPherson (Kimley-Horn); Leon Sisco (WATA); Craig Quigley (HRMFFA); Wayne Welch (Arcadis); Dana Dickens (HRP); Tracy Baynard (McGuire Woods); Ray Taylor (FHR); Peter Huber (Willcox & Savage); John Herzke (Clark Nexsen); Cathy Aiello (Aiello Enterprises); HRTPO and HRPDC Staff: Camelia Ravanbakht, John Carlock, Rick Case, Rob Case, Brian Chenault, Nancy Collins, Kathlene Grauberger, Frances Hughey, Jim Hummer, Michael Kimbrel, Mike Long, Brian Miller, Kendall Miller, Pavithra Parthasarathi, Kelli Peterson, Stephanie Shealey, Joe Turner, and Chris Vaigneur.

Introductions

Captain Mary Jackson introduced Captain David Culler, Executive Officer at Naval Station Norfolk who will become the Non-voting Member of the HRTPO in August 2012 after Captain Jackson’s change of command.

Chair Krasnoff introduced Mr. Anthony Conyers, Acting Executive Director, Williamsburg Area Transit Authority, as a Voting Member to the HRTPO Board.

Public Comment Period

One person requested to address the HRTPO Board. Chair Krasnoff asked him to limit his comments to three minutes.

Mr. Ellis W. James Thank you, Mr. Chairman. Members of the Commission, my name is Ellis W. James. I'm a lifelong resident of Hampton Roads and a proud resident of Norfolk. I'd like to call two things to your attention this morning. On a previous occasion, I raised the issue and concern about whether or not the uranium mining project being considered in the future will have a serious impact on transportation issues which raises the question of because of limited funding that monies would go to something that is not going to benefit Hampton Roads. I hope that this body will at some point have the opportunity to hear from the staff on the question of whether

Attachment 10-A or not that could have an impact. I'd like to turn my attention and yours to light rail. My good friends from Virginia Beach, and I don't pretend to try to tell them how to do their business, but I think that it is very important that this body has a rapport and a good feel for what the potential cost in the future will be for light rail if it were extended into Virginia Beach and hopefully into other areas. The issue is serious; it is not one that we can afford to wait after all of these years of waiting, and not pay close attention to. Information is the knowledge and the power that you have to have in order to be able to make good and sound decisions. Thank you, Mr. Chairman.

Commonwealth Transportation Board (CTB) Members Comment Period

Mr. Layne reported that in the three years he has been a member of the CTB there have been two votes on the Downtown Tunnel-Midtown Tunnel-Martin Luther King (DT-MT- MLK) Extension project. The first vote in July 2009 moved the project from the conceptual stage to drafting the comprehensive agreement. Yesterday, the Secretary of Transportation asked CTB members to endorse a resolution in support of the comprehensive agreement and the tolls associated with it. The vote was unanimous to adopt the resolution. He outlined his reasons for supporting the resolution citing limited transportation resources with the only major tool for leveraging those resources being the Public-Private Transportation Act (PPTA). He believed there would be a greater cost to the region if the project was not constructed. He expressed his appreciation to the HRTPO Board for transmitting a letter endorsing the DT-MT-MLK as the number one project in Hampton Roads.

In conclusion, Mr. Layne informed the HRTPO Board that the Route 460 project is moving forward and will have tolls associated with it.

Mr. Miller agreed with Mr. Layne’s comments and stated the DT-MT-MLK is a necessary project and the only way to achieve it is to vet it through the PPTA process. He noted it was the wrong way to realize the project; however, it was the only way to finance it through statewide funding. Acknowledging his respect for the HRTPO General Assembly (GA) members, he nevertheless indicated that for many decades the GA as a group did not provide the region the ability to build the needed infrastructure.

Mr. Miller commented that certain roads and projects can carry tolls. Capturing revenue from out-of-state drivers at the I-95 border is one such project. He believes the only way to raise the proper revenue to construct the area’s projects is to either index the gas tax or raise the sales tax.

He explained his vote at the CTB meeting was one of practicality since a signed contract was already in place. He stated the Governor and Secretary have done a fine job given the hand they were dealt since the citizens rejected a sales tax referendum and the legislature has been unwilling to raise taxes. He indicated that until one of the two components change, conditions will remain the same.

Attachment 10-A Delegate Cosgrove stated it is understandable that the CTB members are frustrated; however, as appointed representatives of a Governor’s administration who has conveyed there would be no tax increase, it is disingenuous. He explained that several senior GA members are planning to call for a Termination of Convenience of the DT-MT-MLK contract. There is precedence for this call and it can be accomplished. It has also been reported in the newspapers that there is going to be a constitutional challenge to the project by Virginia Attorney Patrick McSweeney. Finally, he stated the citizens voiced their vote in a referendum for no sales tax increase and his duty is to represent the voice of his constituents.

Senator John Miller also expressed his frustration with the situation. He indicated that for four of his five years in the Senate, he tried to alleviate some of the transportation issues, yet the Senate was unwilling to remove any money from the General Fund and the House of Delegates was unwilling to increase taxes. He noted the Commonwealth requires a billion dollars every year in order to continue its transportation maintenance. There is a crisis with the transportation issues and a dedicated, sustainable, and realistic source of income must be found.

Mayor Wright expressed his disappointment with the leaders of Hampton Roads and stated Hampton Roads has tried to band together as a region for years; however, instituting tolls will create barriers and regionalism will be on life support. He indicated the citizens do not deserve to have tolls imposed on them by an appointed group of officials such as the CTB.

He asked the CTB members if they were elected or appointed representatives. Mr. Layne replied CTB members are appointed. Mayor Wright inquired as to the purpose of the CTB vote pertaining to the DT-MT-MLK project. Mr. Layne replied his vote was two-fold in that he supported the project and it was in response to the pending litigation that may occur. He noted the CTB has the authority by state statute to approve tolling projects.

Mayor Johnson thanked the CTB and HRTPO Board members for their comments and stated that as elected leaders it is important to view the entire situation. She indicated it was useless to place blame on any one individual or organization. Until there is a dedicated revenue source, the region’s bridges and tunnels will not be built and both the region and state will suffer. The PPTA process was the only option available at this time.

Mr. Shucet indicated that in 1995, the General Assembly passed the Public-Private Transportation Act as an alternative mechanism to deliver projects that would permit private investments in public infrastructure. Under this Act, the DT-MT-MLK project began its journey in 2003. The DT-MT-MLK project will relieve congestion with both equity and debt invested totally at the risk of the private sector. He explained there were no guaranteed profits associated with the contract and no prohibition against any other project being constructed in the Commonwealth. The project will provide over a billion dollars’ worth of private investment into the area. He stated he was glad it was moving forward and hopefully would sustain any challenges that came its way.

Attachment 10-A Mayor Fraim stated if the DT-MT-MLK project was left to the elected officials to build, he was not sure it would ever be constructed. He commented that although he does not favor the current deal, he has gained more respect for the Public-Private Transportation Act and its process. The traffic congestion in the City of Norfolk stretches from the Midtown Tunnel to Old Dominion University. To move an ambulance through the City on this route is almost impossible; the ability to evacuate during a possible emergency would be non- existent. He noted the region pays a toll for doing nothing, whether it is in economic activity, port efficiency, military readiness, or air quality. He acknowledged the difficulties that bringing tolls to the area will have on some communities; however, the need to build the project is too great.

Ms. Drake commented that Hampton Roads needs to make a decision on whether obtaining more transportation funding or choosing which projects will be completed is more important because it will play a role in the movement of freight, job creation, tourism, and every other aspect in Virginia.

(Mr. Ellis arrives)

Delegate Cosgrove suggested a representative from VDOT or the Secretary’s office brief the HRTPO Board on the DT-MT-MLK project in specific terms so there is a better understanding of the project both at the local level and in the General Assembly. Chair Krasnoff replied VDOT gave a presentation in January 2012; however, another briefing would be beneficial. Mr. Farmer stated he would work with Mr. Heuer through the Secretary’s office to comply with the request.

Chair Krasnoff expressed his gratitude to the CTB and HRTPO Board members for their comments and the desire to build a vibrant future for the region and the Commonwealth.

Submitted Public Comments

Mr. Farmer reported there were no submitted public comments in the agenda packet; however, there was one public comment handout at the table. He indicated the public comment discussed specific suggestions on what may be significant improvements, particularly on weekends, to the train schedules for the Norfolk passenger train. Ms. Drake stated she would review the comment and formally respond at the April 2012 HRTPO Board meeting.

Approval of Agenda Consent Agenda

Chair Krasnoff asked for any additions or deletions to the agenda. Mr. Bell asked to pull Item 14 from the agenda.

Attachment 10-A Chair Krasnoff outlined the Consent Agenda as follows:

• Minutes • FY 2012-2015 Transportation Improvement Program: Request to Reallocate CMAQ and RSTP Funds – HRT • Addressing CMAQ Funding Decrease and Reallocation of ARRA Funding • FY 2013 Federal Grant Application: Rural Transportation • James City-Williamsburg-York County Transportation Study: Final Report • Citizen Transportation Advisory Committee: Membership • Freight Transportation Advisory Committee: Membership

Mr. Shepperd Moved to approve the entire agenda with the removal of Item 14; seconded by Mayor Johnson. The Motion Carried.

TIGER 2012 Proposals

Ms. Ravanbakht stated the Transportation Technical Advisory Committee (TTAC) recommended utilizing a structured procedure for project proposals seeking HRTPO Board endorsement for competitive funding opportunities. She outlined the procedure as follows:

• Project proposals will be screened to ensure they meet the minimum criteria for the grant program • Eligible proposals will be not be prioritized or ranked • The endorsement letter will state that the proposal is in the relevant metropolitan transportation planning and programming documents and a regional high priority • For proposals not included in relevant documents, the endorsement letter will state that necessary steps will be taken to incorporate the projects in relevant documents upon award of funds

She reported the U.S. Department of Transportation published the availability of $500 million for the Transportation Investment Generating Economic Recovery (TIGER) Discretionary Grant program for 2012 in the Federal Register on January 31, 2012.

In accordance with the procedure described above, each proposal was reviewed with the following three project proposals being recommended by the TTAC to receive endorsement by the HRTPO:

• Dominion Boulevard in Chesapeake • Holland Road (U.S. Route 58) in Suffolk • Lesner Bridge Replacement in Virginia Beach

Mayor Sessoms Moved to approve the procedure for evaluating project proposals for competitive funding opportunities and to endorse the three projects listed above for submission under the TIGER 2012 Discretionary Grant program; seconded by Mayor Johnson.

Attachment 10-A Chair Krasnoff inquired as to the status of the Intermodal Connector sponsored by the Virginia Port Authority. Mr. Florin replied it was his initial understanding that the project was not planned for submittal; however, he since discovered VDOT is working on it as a VDOT-submitted TIGER proposal. He asked for HRTPO endorsement should the project proceed from the Secretary’s office. Mr. Heuer confirmed that VDOT is submitting the project as a grant proposal.

Mr. Heuer expressed concern with regards to submitting the TIGER grant proposals without prioritizing them and believed Hampton Roads would lose influence with the Grant Selection Committee.

Chair Krasnoff acknowledged the HRTPO Board had discussions regarding prioritizing TIGER grant proposals. He stated the Dominion Boulevard, Holland Road, and Lesner Bridge projects were all shovel ready and indicated it would be unfair to place one project over another when the region was fortunate to have three projects ready for construction. Chair Krasnoff called for a vote of the motion on the floor. The Motion Carried with Mr. Heuer abstaining.

FY 2013 Unified Planning Work Program: Draft Report

Mr. Farmer reported HRTPO staff was recently informed that FHWA Planning (PL) funds for FY 2013 is $928,522 less than FY 2012, a reduction of nearly 40%. One initial HRTPO staff recommendation was to utilize RSTP funds from FY 2012 and FY 2013 to cover this deficit. However, VDOT has since acknowledged it would be disruptive for the MPOs to cover this large deficit through a one-time payment and has agreed to spread it over four years. Based on that last minute decision by VDOT, the HRTPO portion is now $196,000 per year. HRTPO staff is recommending the money be taken from the contingency fund over the next fours.

Ms. Ravanbakht stated HRTPO staff, in coordination with , Williamsburg Area Transit Authority, the Virginia Department of Rail and Public Transportation (DRPT), and VDOT, is in the process of developing the Unified Planning Work Program (UPWP) for FY 2013. The UPWP describes the mutual responsibilities of the aforementioned entities in carrying out the metropolitan transportation planning process for Hampton Roads. Development of the UPWP has included:

• Soliciting input from the TTAC and the HRTPO Board on Regional Planning Priorities • Public Comment Period from February 29, 2012 – March 16, 2012 • Presenting draft UPWP to TTAC on March 7, 2012

Approval of the FY 2013 UPWP: Final Report is scheduled for the April HRTPO Board meeting.

Attachment 10-A Ms. Drake commented that there is additional state and federal funding which flows through DRPT, yet it was not presented in the briefing. Ms. Ravanbakht apologized for the oversight, stating it was inadvertently left out because Section 5303 funding remained the same. Ms. Drake clarified that there was $550,000 from Section 5303 funding along with a state match of approximately $66,000.

Ms. Drake Moved to approve the use of contingency funds to cover the deficit for the FY 2013 UPWP; seconded by Mr. Florin. The Motion Carried.

Mr. Heuer asked for clarification regarding freight planning efforts in the UPWP. Ms. Ravanbakht replied HRTPO staff is conducting a freight study in collaboration with the Freight Transportation Advisory Committee (FTAC) and has added a truck component to the Long-Range Transportation Plan (LRTP) Travel Demand Model.

Virginia Department of Rail and Public Transportation Comments and Updates

Ms. Drake reported that DRPT is developing its Six-Year Improvement Plan (SYIP) and an important study on transit regarding Senate Joint Resolution 297 from the 2011 General Assembly Session.

She indicated the DRPT website, www.DRPT.Virginia.gov, contained all pertinent information regarding the start date of the Norfolk passenger rail train. She noted the Record of Decision (ROD) for the Norfolk higher speed train federal project will not be available from the Federal Railroad Administration (FRA) as soon as anticipated.

Finally, Ms. Drake expressed her appreciation to the HRTPO Board for supporting DRPT’s Arkendale to Powell’s Creek project, a $75 million ARRA project, which will lose funding if the money is not obligated by the FRA by the end of September 2012.

Mr. Florin Moved to approve the endorsement letter for the DRPT Arkendale to Powell’s Creek project; seconded by Mayor Johnson. The Motion Carried.

HRTPO Board Action Items: Three Month Tentative Schedule

Mr. Farmer reminded the HRTPO Board that the HRTPO Retreat will be held during the regularly scheduled May meeting from 11:30 a.m. – 1:30 p.m. with lunch included. There will not be an HRPDC Commission meeting in May.

Mr. Heuer indicated there were several important public meetings in the near future:

• Patriots Crossing Environmental Impact Statement Re-evaluation Public Hearing (VDOT) o Tuesday, April 3, 2012; 4:00 p.m. – 7:00 p.m. Lake Taylor High School

Attachment 10-A • Patriots Crossing Environmental Impact Statement Re-evaluation Public Hearing (VDOT) o Wednesday, April 4, 2012; 4:00 p.m. – 7:00 p.m. Churchland High School

• I-64 Hampton Roads Bridge-Tunnel Study Environmental Impact Statement Citizen Information Meeting (VDOT) o Wednesday, April 18, 2012; 4:00 p.m. – 7:00 p.m. Hampton Roads Convention Center

• I-64 Hampton Roads Bridge-Tunnel Study Environmental Impact Statement Citizen Information Meeting (VDOT) o Thursday, April 19, 2012; 4:00 p.m. – 7:00 p.m. Granby High School

• I-64 Peninsula Widening Environmental Impact Study Citizen Information Meeting (VDOT) o Wednesday, April 25, 2012; 5:00 p.m. – 8:00 p.m. Newport News City Center Conference Room, Fountain Plaza II

• I-64 Peninsula Widening Environmental Impact Study Citizen Information Meeting (VDOT) o Thursday, April 26, 2012; 5:00 pm – 8:00 p.m. Watkins Elementary School, Quinton, VA

Correspondence of Interest

Chair Krasnoff highlighted the items in the Correspondence of Interest section of the Agenda packet.

For Your Information

Chair Krasnoff noted the items in the For Your Information section of the Agenda packet.

Old/New Business

Mayor Sessoms expressed his gratitude to Ms. Drake and the CTB members for their continued efforts to improve the region’s transportation infrastructure. He indicated that both he and Mayor Fraim think it is important to share transportation concerns with other Mayors and Chairs in the Commonwealth. He noted that Chair Ward was included in the discussion and it was suggested to offer a letter to the Chairman of Fairfax County and the Mayor of Richmond in order to improve regional communication.

Chair Krasnoff agreed with the suggestion; however, he thought it best to include all MPOs in the Commonwealth and recommended this item be placed on the April HRTPO Board agenda.

Attachment 10-A Delegate Cosgrove stated a bill went through the General Assembly this year in which a coalition was built between Northern Virginia, Richmond, and Hampton Roads in order to reorganize CTB representation by congressional districts. The bill passed in the House of Delegates; however, it was carried over until next year by the Senate. He indicated it is worth pursuing and he would lend his support to the bill next year.

Mr. Layne agreed with the comments made by both Delegate Cosgrove and Mayor Sessoms. He stated the CTB is building coalitions with the urban areas of Northern Virginia and Richmond, and that has resulted in projects being approved in Hampton Roads.

Mayor Fraim suggested he circulate the proposed letter to the HRTPO Board members for their review, and if necessary, continue discussions at the April meeting.

Chair Krasnoff thanked Mayors Fraim and Sessoms for their efforts, yet out of respect for the process, he indicated his opinion was to include it in the HRTPO agenda for next month.

Captain Jackson informed the HRTPO Board that during the week of March 19, 2012, all naval installations in the continental U.S. will be involved in an exercise entitled Operation Solid Curtain/Citadel Shield. She noted the Navy will work to communicate it to the communities and citizens of Hampton Roads since it will cause delays throughout the area.

Adjournment

With no further business to come before the Hampton Roads TPO, the meeting adjourned at 11:41 a.m.

Molly J. Ward Dwight L. Farmer Chair Executive Director/Secretary

Attachment 10-A Attachment

10-B Attachment

10-B Attachment

10-B Attachment

10-B Commonwealth of Virginia Office of Transportation P3’s

Tony Kinn, Director

Downtown Tunnel Midtown Tunnel MLK Extension Project

Attachment Project Briefing

April 19, 2012 10-E Project Scope Attachment 10-E

1 Project Scope (continued)

■ Existing Midtown Tunnel most heavily traveled two lane road east of Mississippi River ■ Existing Midtown and Downtown Tunnels to receive upgraded ventilation systems, structural repairs, and new ITS systems to allow the crossings to be operated as a regional network ■ MLK Extension will enhance connectivity between Midtown and Downtown Tunnels, thereby better enabling the crossings to function as a network ■ MLK Extension will offer improved access to port facilities and Attachment reduce heavy truck traffic from Portsmouth city streets – heavy truck traffic currently exceeds 25% of peak hour traffic at some locations 10-E

2 Project Need

■ Project repeatedly endorsed as top priority in Hampton Roads ■ Included in HRTPO long range plan since 2001 ■ Project included in 2002 transportation referendum ■ Project included in 2007 Hampton Roads Transportation Authority package of projects ■ Ranked top priority for bridge-tunnel improvements by HRTPO in 2011 Attachment 10-E

3 Project History

■ VDOT issued solicitation for conceptual PPTA proposals in May 2008 ■ ERC submitted proposal in September 2008 ■ VDOT Commissioner accepted ERC proposal for review in October 2008 ■ Independent Review Panel (“IRP”) held five public meetings to consider ERC’s proposal in early 2009 ■ IRP recommended that procurement process be accelerated and that ERC proposal be further developed ■ CTB adopted resolution consistent with IRP recommendations on July 16,

Attachment 2009 10-E

4 Project History (continued)

■ VDOT and ERC entered into interim agreement on January 7, 2010 ■ Interim agreement scope of work included analysis needed to assess financial feasibility of project ■ Following feasibility assessment presented to CTB in May 2010, VDOT and ERC proceeded with development work, including negotiation of comprehensive agreement and creation of finance plan ■ In July 2011, VDOT presented major business points to CTB, including base case toll rates and amount of public contribution ■ VDOT and ERC entered into comprehensive agreement on December 5, Attachment 2011 ■ VDOT and ERC achieved financial close in early April 2012 10-E

5 Summary of Key Business Terms

■ ERC to operate and maintain project for 58 year concession term ■ Total project costs of approximately $2.1 billion ■ ERC arranging approximately $1.4 billion in financing ■ VDOT contributing approximately $308 million to buy down tolls ■ Base case tunnel toll rates for cars are $1.59 (off peak) and $1.84 (peak) ■ ERC to deliver construction work via a lump sum, date-certain design- build contract ■ ERC to pay liquidated damages for late completion Attachment ■ ERC financing (including PABs, TIFIA, and equity) is non-recourse to Commonwealth 10-E

6 Summary of Key Business Terms (continued)

■ ERC is not guaranteed any profit or return on investment ■ Tolls to escalate annually following substantial completion of the new Midtown Tunnel (scheduled for 2016) ■ Toll escalation limited to the greater of 3.5% or changes to CPI ■ VDOT can suspend tolling for emergencies ■ Tolling scheduled to begin later this year; VDOT has right to delay tolling (assuming funds are available) until January 1, 2014 ■ Modifications to toll points along MLK Extension will provide relief from

Attachment tolls for certain trips along the MLK Extension ■ VDOT shares in gross revenues above specified thresholds 10-E

7 Summary of Key Business Terms (continued)

■ Business terms and toll rates are interrelated: • Tolling during construction reduced the amount of financing needed by over $350 million • Shifting all risk to ERC related to alternative facilities would have impacted the amount of financing ERC could raise, thereby increases base case toll rates and/or the amount of public contribution • Compensation event regime reflects market-based risk allocation that allowed ERC to reduce design and construction contingencies • Toll escalation methodology geared to reduce initial toll rates ■ VDOT able to reduce its estimated public contribution from $395 million in Attachment July 2011 to approximately $308 million at financial close via well- structured contract terms 10-E

8 Term and Toll Comparison

Term of Auto Toll Rate Agreement (years) (Peak) MTT / DTT / MLK Extension 58 years* $1.84 Pocahontas Parkway 99 years $3.00 Dulles Greenway 61 years $5.55 Chicago Skyway (existing roll road) 99 years** $3.50 Indiana Toll Road (existing toll road) 75 years** $4.15 SR 91 (HOT Lanes, California) N/A*** $6.48**** SR 125 (California) 35 years** $3.85***** I-25 Denver N/A*** $3.25 Attachment

Notes: * From financial close

10-E ** Term starts at tolling commencement *** Operated by public sector, not under concession agreement **** Average one-way toll traveling eastbound during weekday afternoon ***** Transponder rate for one-way trip along the entire nine mile roadway

9 Project Benefits

■ Reduce congestion that now causes back-ups stretching over two miles at the tunnels during peak periods – will lower fuel consumption and emissions ■ Commuters to save an average of 30 minutes per day ■ Reduce heavy truck traffic on city streets in Portsmouth ■ Over 500 jobs expected to be created to support construction ■ Over 1,000 jobs expected to be created in other sectors ■ ERC to spend over $550 million on construction materials Attachment ■ Over $350 million in opportunities for DBE and SWaM firms ■ ERC to provide approximately $2 million per year to improve 10-E transit

10 Resources

www.midtowntunnel.org

www.erc-info.com Attachment 10-E

11 Commonwealth of Virginia Office of Transportation P3’s

Tony Kinn, Director

Downtown Tunnel Midtown Tunnel MLK Extension Project

Attachment Project Briefing

April 19, 2012 10-E