Public-Private Partnership (P3) Delivery Approach Presentation Overview Eagle Project Overview Key Participants & Organizational Structure Project Status, Approvals and Schedule Questions? Public-Private Partnership (P3) Delivery Approach QBS Colorado Forum October 4, 2011

Agenda Damian Carey – RTD – Design/Integration Manager Overview of RTD Public Private Partnership (P3) Overview of the Eagle P3 Project Concessionaire Solicitation Process Michael Lipinski – DTP – Design/Build Project Manager Eagle P3 Project Status Procurement Process

Damian Carey Regional Transportation District Design/Integration Manager

The RTD FasTracks Plan 122 miles of new commuter rail and light rail 18 miles of Bus Rapid Transit (BRT) service 31 new park-n-Rides; 21,000 new spaces Enhanced Bus Network & Transit Hubs (FastConnects) Redevelopment of Denver Union Station

Public Private Partnership (P3) What Is A Public Private Partnership (P3)? A contract wherein a single private entity, typically a consortium of private companies, is responsible and financially liable for performing all or a significant number of functions in connection with a project

Public Private Partnership (Cont’d) What Are the Advantages of a Public Private Partnership (Eagle P3)? Accelerated project deliver (firm fixed date with penalties for delay) Risk transferred to private sector, away from taxpayers Cost ($2 billion, Lump Sum, Fixed); allow Regional Transportation District (RTD) to spread out large upfront costs over approximately 30 years In return, RTD will make service (availability) payments to Denver Transit Partners (DTP) over the life of the project

Public Private Partnership (Cont’d) First full transit P3 in the United States Project is part of FTA’s Public-Private-Partnership-Pilot Program (Penta P) DBFOM – design-build-finance-operate-maintain 34-year term (5 years design/build; 29 years O&M) Availability payment model Includes incentives and penalties RTD retains ownership of assets Performance requirements Appropriate risk sharing

Eagle P3 Project Overview East Rail Line offers 35-minute travel time to DIA Gold Line offers 25-minute travel time to Ward Road First segment of Northwest Rail: Station at 71st/Lowell (4 miles shared with Gold Line) offers 11-minute travel time to Westminster Commuter Rail Maintenance Facility Project Capital Budget - $2.1 Billion

East Rail Line 22.8 miles commuter rail – Electric Multiple Units Connects downtown Denver to DIA Complete in 2016

Gold Line 11.2 miles commuter rail – Electrical Multiple Units Connects downtown Denver, Arvada and Wheat Ridge Complete in 2016

Northwest Rail Line – First Segment 5.8 miles Commuter Rail – Electric Multiple Units Connects downtown Denver with South Westminster Complete in 2016

Commuter Rail Maintenance Facility Located on 30 acres at 48th and Fox Streets on the Gold Line and Northwest Rail Connected to other rail lines via Denver Union Station Complete in 2014

Procurement Team Combination of RTD staff, consultants and advisors High level of support and active involvement from the RTD Board and General Manager Team included: Jacobs Engineering: Overall management services and P3 expertise Goldman Sachs/JP Morgan: Financial advisors Freshfields: Legal advisors

Procurement Process Approximately three years from concept to contract Major steps include RFQ, draft RFP, final RFP (issued in September 2009 with subsequent addendums) Extensive industry review Numerous briefings with Board of Directors Best value selection (price and technical factors) Stipends ($2.5 million) Compensation Agreement ($20 million)

Other Key Procurement Aspects Each team proposed Alternative Technical Concepts (ATCs) RTD reviewed and approved or rejected ATCs ATCs were unique to each team and were kept confidential Importance of confidentiality

Eagle P3 Financial Aspects Project Capital Budget: $2.1 Billion Private Debt and Equity: $455 million RTD Financial Pledge (i.e. TABOR commitment) Full Funding Grant Agreement from FTA: $1.03 billion Project Divided into Two Phases Phase I: Design, East Corridor, Maintenance Facility, Vehicles Phase II: Gold Line, Northwest Rail Segment Phase II was awarded upon receipt of FFGA

Eagle P3 Project Proposals Two excellent submitted proposals Denver Transit Partners Fluor/ Macquarie Capital (Fluor/ Ames/ Balfour Beatty/ HDR) Mountain-Air Transit Partners HSBC/ Siemens/ Veolia (Kiewit/ Herzog/ Stacy & Witbeck/ HNTB) Final Proposals received – May 14, 2010 RTD Board selection – June 15, 2010

Technical Evaluation Technical Proposal Criteria (40 points) Technical Approach Quality of solution; efficiency of O&M; safety; integration; sustainability Quality of Team and Approach Commitment to safety; quality assurance; ability to meet schedule and budget; proposed revenue commencement; experience and key personnel DBE/SBE Approach Value Added Proposals TECHNICAL APPROACH 24 POINTS QUALITY OF TEAM AND APPROACH 10 POINTS DBE/SBE APPROACH 3 POINTS VALUE ADDED PROPOSALS 3 POINTS

Financial Evaluation Financial Criteria (60 points) Financial Proposal Net present value of service payments made by RTD for the entire project (Phase 1 and 2) over the term of the agreement Phase 1 Base Annual Service Payment Net present value of the service payments for Phase 1 only Quality of Financial Proposal Robustness, commitment and executability of proposal Priced Options Additional rolling stock Drainage improvements Grade separation project DIA bridge FINANCIAL PROPOSAL 45 POINTS PHASE 1 ONLY 5 POINTS QUALITY OF FINANCIAL PROPOSAL 8 POINTS OPTIONS 2 POINTS

Evaluation Organization A total of approximately 120 people participated in review and evaluation of the proposals Evaluation Committee Technical Subcommittee Technical Approach Working Group Quality of Team and Approach Working Group DBE/SBE Approach Working Group Value-Added Working Group Stakeholders Group Financial Subcommittee Financial Working Group Options Working Group Responsiveness Subcommittee ATC Subcommittee

Keys to Evaluation Process Subject matter experts reviewed the relevant sections of each proposal The results of the evaluations flowed through the structure to the Technical Subcommittee The Evaluation Committee received reports from: Responsiveness Subcommittee ATC Subcommittee Technical Subcommittee Stakeholders Group Financial Subcommittee The technical evaluation was completed prior to receipt of the financial proposals

Lessons Learned Report The report was provided to: Secretary of Transportation LaHood FTA Administrator Rogoff Governor Hickenlooper RTD Board APTA Copies are available on the RTD website www.rtd-fastracks.com/ep3_25 22

Michael Lipinski Denver Transit Partners Design/Build Project Manager

Denver Transit Partners Team RTD Concessionaire Denver Transit Partners, LLC Fluor/Uberior(Lloyds)/John Laing Design/Build Contractor (Fluor / BBRI) Operations & Maintenance Contractor (Fluor / BBRI / ACI) Design/Build Subcontractor (Fluor/Ames/BBRI) Rolling Stock Supplier Hyundai-Rotem USA

Eagle P3 Project Schedule

Eagle P3 Project to Date Financial Close – Phase 1; Phase 1 Notice to Proceed RTD East Rail Line Groundbreaking Phase 2 Notice to Proceed – RTD Gold Line Groundbreaking Contract Award Began Pursuit Mid-2008 June 15, 2010 August 2010 August 2011

East Rail Line Update Current Progress 60% Systems design (traction power & catenary) UPRR Design in final approval process 65 – 100% on Civil Design Real property – most properties appraised Major construction to begin Fall 2011 Long haul fiber relocation by early November

DTP’s Best Value Criteria Approach Denver Transit Partners is committed to having a fair and transparent process in the distribution and awarding of contracts for the designing, building, operating and maintaining of our project: the East Rail Line, Gold Line, an initial segment of the Northwest Rail Line and the Commuter Rail Maintenance Facility.

DTP’s Best Value Criteria Approach DTP evaluates and awards contracts based upon Best Value Criteria, using the following for help in assessing bids: Capacity/Work Experience Safety Record Price Schedule Commitment DBE/SBE Utilization Bonding Capacity Insurability Commitment to RTD’s Workforce Initiative Now (WIN) Program

Doing Business With DTP

Doing Business With DTP Step 1 Step One: Go to www.denvertransitpartners.com Under the Contracting Section, click on “Doing Business with DTP” Then, download the “Contractor-Vendor Notice of Interest Form” Step 2 Fill out the form completely and return to opportunities@dtpjv.com Or mail the form to 1670 Broadway, Suite 2700, Denver, CO 80202 Step 3 You will be sent a pre-qualification package Fill out the package as completely as possible and return with a copy of your DBE and/or RTD SBE certification If you are not registered in iSqFt, you will also receive an invitation through iSqFt to get registered Step 4 You will receive bid opportunities based on your work codes through iSqFt

iSqFt Program Denver Transit Partners selects iSqFT Program iSqFT comprehensively and efficiently distributes packages to qualified bidders iSqFT will assist with distribution of all bid opportunities Program allows for same time release of general information

iSqFt Program Through iSqFT, qualified contractors and vendors can quickly access bid packages, specifications, drawings and documents Program allows administrator to track the following: Who’s viewed the document Who’s downloaded the document Who’s responded to the document Registration is easy and user friendly

Thank You! For more information: www.rtd-fastracks.com/ep3_2 www.facebook.com/RideRTD www.twitter.com/RideRTD www.denvertransitpartners.com

Questions?