1. Innovative Finance for 183A Bill Chapman CFO, Central Texas Regional Mobility Authority Bill Chapman CFO, Central Texas Regional Mobility Authority

2. Who is the Central Texas Regional Mobility Authority A multi-modal transportation agency authorized under 2001 state legislation A bi-county agency created in 2002 by Williamson and Travis Counties Oversight by a seven member board of local volunteers 11 employees

3. MPO Transit Agency Central Texas Regional Mobility Authority Local Governmen t TxDOT How It Works in Central Texas

4. Regional Plan Over 75 miles of new capacity already open – Phase 1 Electronic tolling Multiple agency participation

5. Central Texas Regional Mobility Authority Authority & Purpose Purpose: To construct, reconstruct, improve, extend, repair, maintain and operate revenue- generating tollway systems Powers of Authority: Acquire, hold, construct, improve, operate, own and lease the System, enter into contracts, set, change and collect tolls, rates, fees, and rentals, borrow money and power of eminent domain

6. First Project Originally proposed in 1982 Built under a Comprehensive Development Agreement  Design/build process  Contractor assumes risk  Guaranteed maximum price of $178 million  Guaranteed completion March 2007  Public involvement activities included

7. Mobility Authority’s 183A CDA Procurement Process CDA Procurement Goals  Foster Innovation Concept with Performance Requirements Workshops and One-on-One Meetings Alternate Technical Concepts  Expedite Schedule 3 ½ years From Solicitation of Proposals to Open to Traffic (Traditional Method Would Have Taken 5 to 7 Years) Overlapping Design/ROW/Utility Construction Process Rather than End on End

8. Mobility Authority’s 183A CDA Procurement Process CDA Procurement Goals (continued)  Obtain Best Value Included approved Alternate Technical Concepts Included Added Value Concepts as separate proposals not included in cost Technical proposal was reviewed separately from cost proposal Project Completion Date corresponded as close as possible with the Opening of SH 45 Proposers evaluations were based on the completion date, each day over minimum schedule added money to proposal Incentives and disincentives were used

9. Mobility Authority’s 183 CDA Procurement Process Primary Benefits of CDA Process:  Guaranteed Maximum Price  Guaranteed Delivery Date 183A CDA Process Specifics:  The GEC prepared a cost estimate of various alternatives and to assure reasonable price bids  Right of Way Acquisition was done by Williamson County  Utility relocations were included in CDA contract

10. Mobility Authority’s 183 CDA Procurement Process Schedule  Receipt of Unsolicited ProposalSeptember 15, 2003  Request for Competing QualificationsDecember 19, 2003  Received Five Qualifications StatementsFebruary 2, 2004  Three Proposers Short ListedFebruary 25, 2004  Issued Draft Request for Detailed Proposals March 15, 2004  Issuance of Request for Detailed ProposalsMay 5, 2004  Receipt of Detailed ProposalsAugust 16, 2004  Potential CDA Award DateOctober 1, 2004  Began Toll Collection May 3, 2007

11. Sources of Funds Par Amount of Senior Lien Bonds$182,049,638 Par Amount of BANS 66,000,000 TxDOT Equity 64,700,000 Local Contributions 14,100,000 Reoffering premium 5,441,955 Interest Earnings 3,405,973 Accrued Interest on market debt 1,040,831 Total sources 336,738,397

12. Uses of Funds Project Construction Fund$212,000,000 Deposit to Capitalized Interest Fund 31,124,342 Deposit to Debt Service Reserve Fund 15,006,200 Future Feasibility Studies 15,000,000 Right of Way Acquisition 14,100,000 O & M Reimbursement 13,797,497 Preconstruction Costs 12,700,000 Gross Bond Insurance 9,634,737 Working Capital Requirements 8,500,000 Underwriters Discount/Cost Of Issuance 3,283,769 Deposit to Debt Service Fund 1,040,831 Deposit to Renewal and Replacement Fund 550,000 Rounding 1,021 Total 336,738,397

13. CDA Agreement CDA Execution Authorized (HCC)October 27, 2004 Notice To Proceed 1December 7, 2004 Notice To Proceed 2March 2005  730 days from Notice to Proceed 2 Guaranteed CompletionMarch 2007 Begin Toll CollectionMarch 2007 Guaranteed Lump Sum Cost of $178 Million Incentive: $10,000 per day for early opening (maximum $1,000,000) Liquidated Damages: $20,000 per day beyond 730 days (no maximum) $50,000,000 Performance and Payment bonds

14. TIFIA $66,000,000 Flexibility  Multiple payment schedule  Ability to Restructure/Flexible  Subordinate Lien  Deferred payment Negotiations Prepayment 4.69% interest rate

15. TIFIA Timeline Letter of interest 3/12/04 Application 7/13/04 Executed term sheet 2/7/05 Secured loan agreement 3/1/05

16. 183AFunding

17. Coverage On Senior Lien Bonds, coverage ramps up from 1.75 in 2009 to 5.65 in 2045

18. Financing Objectives Checklist Achieve Investment Grade Rating on Senior Lien Debt BBB- Standard and Poor’s Baa3 Moody’s FGIC Insurance 1.75 Minimum coverage Achieve lowest possible borrowing cost Produce maximum amount of net available cash flow CDA agreement

19. Financing Objectives Checklist Make CTRMA financially self-sufficient for visible future  TIFIA Loan  TxDOT Toll Equity Grant Close financing by mid to end of February  Closed March 2, 2005  Bonds issued in a market environment with extremely low yields

20. Financing Plan $167,967,611 Senior Lien Revenue Bonds March 2, 2005 $66,000,000 BANS Bond Insurance $55,000,000 TxDOT Toll Equity Grant Bond Insurance CDA AGREEMENT 730 DAYS TO COMPLETE Bond Insurance March 2007 Complete $167,967,611 Senior Lien Revenue Bonds $66,000,000 BANS Bond Insurance $55,000,000 TxDOT Toll Equity Grant Toll Revenues $66,000,000 BANS Bond Insurance

21. Bond Deal of the Year 2005 Southwest Bond Deal of the Year

22. Legislative Update House Bill 1892  Toll road moratorium bills 2 year ban on privatization of state toll roads (9/1/09) Lengthy list of exceptions including NTTA in Dallas and HCTRA in Houston  Passed in House 137 to 2  Passed in Senate 27 to 4  Passed in House 139 to 1 Senate Bill 1267 – Sen. Nichols  Very similar

23. Innovative Finance for 183A Bill Chapman CFO, Central Texas Regional Mobility Authority Bill Chapman CFO, Central Texas Regional Mobility Authority