APPENDIX A:

November 19, 2003

Washington and Oregon State Departments of Transportation

Southwest Region Headquarters, WSDOT

• Public: 75
• Private: 10

Applying the fundamentals for highway development in a state context. Washington and Oregon both are pursuing PPPs. Washington has implemented projects while Oregon has new legislation that has not yet been tested

• Keynotes
• Panel Discussion
• Major speakers
• Question and Answer Session
• Participant roundtables

• Craig Pridemore, Clark County Board of Commissioners
• Dan Mathias, FHWA Washington Division
• Panel
  • Dan Dornan, AECOM Consult
  • Marty Brown, Washington Office of Financial Management
  • Bruce Warner, Oregon Department of Transportation
• Shirley Ybarra, The Ybarra Group and Jerry Ellis, WSDOT

• Transportation as a driver of economic development and need for private investment

• The support provided by the federal aid program and key features of various reauthorization proposals

• The importance of legislation that provides maximum flexibility for private involvement

• Lessons learned in past state PPP legislation regarding public sector responsibilities in a PPP program

• The concept of PPP as true collaborative endeavors requiring integrating strengths of partners and understanding their respective objectives and limitations

• The need for public sector to understand reasonable rates of return in PPP in context of other investment opportunities

• Recognition of variation in settings and appropriate combination of tools

• Value of broad public involvement in developing PPP, toll and outsourcing policy

• Strong implementation requires careful consideration of point of entry and stability

• Startup requires clarity regarding who is in the lead and balancing intellectual property with needed transparency

• Project structure and financial structure are closely related

• There are many innovative financial tools beyond tolls

KEYNOTE ADDRESS
In the current fiscal environment, the USDOT is adopting a new approach to the development of transportation projects -one more favorable to innovative approaches such as public-private partnerships.
Dan Mathis, Federal Highway Administration Washington Division Administrator

December 8, 2003

• Minnesota Department of Transportation

Hilton Minneapolis Hotel and Towers

• Public: 88
• Private: 22

Minnesota is facing tough fiscal constraints and has had positive experience with design-build but encountered public resistance to toll roads

• Keynotes
• Major speakers
• Case study presentations
• Panel Discussion
• Participant roundtables

• Gov. Tim Pawlenty, R-Minnesota
• Rick Norment, NCPPP
• Rep. Mark Kennedy, R-Minnesota 6^th District
• Douglas Differ, Deputy Commissioner/Chief Engineer, MnDOT
• Sherri Alston Director, Office of Transportation Policy Studies, FHWA
• Lt. Gov. Carol Molnau, R-Minnesota and Commissioner, MnDOT

• Risk Analysis: Davie Lewis, HLB Decision Economics
• History of PPP projects: Shirley Ybarra, Ybarra Group
• PPP in Texas: Phillip Russell, Director, Texas Turnpike Authority
• New context for PPP: Dick Braun, Center for Transportation Studies, University of Minnesota

• Effective program development requires convincing the public that project would not have happened without private sector involvement

• Communication and trust building including transparency and accountability is essential to stable partnerships.

• To attract private investment, a reasonable return on investment is essential

• A systematic regional planning process can identify projects that are more or less strong regarding revenues and good candidates for toll finance and private involvement

• Non-political transportation "champions" can focus public and private participants on the potential of PPP and potential benefits.

• To establish the credibility of innovative finance and project development mechanisms, pick strong projects to be early winner (not discards from the Transportation Improvement Program)

• Innovation is best fostered via performance- rather than prescriptive-based approach that enables the creativity of the private sector

• It is important to utilize referendum legislation to designate revenue streams and clarify regulations regarding toll and local option-financed projects

December 16, 2003

• Texas Department of Transportation

Doubletree Hotel

• Public: 112
• Private: 32

Texas has expansive new PPP legislation and a wide range of PPP toll road projects in various stages of development

• Keynotes
• Major speakers
• Case study presentations
• Participant roundtables

• Judge Robert Hebert, Fort Bend County, Texas (NCPPP Chairman)
• Rep. Michael Krusee, Transportation Committee, Texas House of Representatives
• Rick Norment, NCPPP
• Amadeo Saenz, Assistant Executive Director for Engineering and Operations, TXDOT
• D.J. Gribbin, Chief Counsel, FHWA
• Rep. Michael Burgess, R-Texas 26^th District

• History of PPP projects: Shirley Ybarra, The Ybarra Group
• PPP in the UK: Geoff Brown, Halcrow Group
• Chicago Rail Improvement Plan as a railroad PPP: Paul Nowicki, BNSF
• Private Equity Investments: Nick James, Macquarie Bank, Ltd.
• Investment Bank role: Stephen Howard, Lehman Brothers
• Combining economic development and transportation: Eric Keen, HDR
• Debt Structure: William Streeter, Global Project Finance, Fitch Ratings

• Texas program innovations offer a range of innovations including state matching funds, state conduct of environmental assessments and right-of-way, fixing prices early in the design phase, guarantee of completion date; single point of responsibility; assignment of project risk; life cycle cost efficiency; continuous constructability reviews; best value performance-based contracting, streamlined project administration; and enhanced cost control and risk management.

• The role of multiple stakeholders in the PPP process needs to be recognized including those challenged and benefited

• Communications and education of the public and stakeholders is needed early on, to familiarize them with projects and process and inform various stakeholders about potential roles

• Tolls are not controversial among most stakeholders­legally or politically

• Private sector participants emphasized the need to remove the restraints on transportation private activity bonds.

• There is considerable potential in tapping project beneficiaries, developer impact fees and in-kind facilities to support project development

• The front-end funding gap is a key deterrent to private investment, and needs to be addressed by streamlining permitting.

October 6, 2004

• Florida Department of Transportation
• Florida's Turnpike Enterprise

Florida's Turnpike Enterprise Headquarters

• Public: 53
• Private: 65

FDOT and its Florida's Turnpike Enterprise subsidiary have been at the leading edge of PPPs for a number of years, with several successful projects

• Keynotes, major speakers, panel discussion, case study presentations, participant roundtables

• Jim Ely, Florida's Turnpike Enterprise
• Earl Durden, Chairman, Florida Transportation Commission
• Jim Harrison, Orange County Government
• Richard Norment, National Council of Public-Private Partnerships
• Jose Abreu, Florida Department of Transportation
• Mary Peters, Federal Highway Administration
• Michael Jackson, AECOM Technology Corporation
• Lowell Clary, Florida Department of Transportation
• State Senator Daniel Webster, Florida Senate

• Florida East Coast Railway experience: Heidi Eddins, FECI
• S.W. Fla. Transportation Initiative: David Graham, Bonita Bay Group
• Investment Bank role: Stephen Howard, Lehman Brothers
• Making equity equate: Sasha Page, Infrastructure Management Group
• Florida Turnpike Enterprise experience: Bill Thorpe, FTE
• Key elements for PPP success: Tom Ragland, CH2M Hill
• Lessons learned implementing PPPs: Rick Volk, Koch Performance Roads
• History of PPP projects: Shirley Ybarra, The Ybarra Group

• PPPs involve more than just tolling, and are not just highways­they can be rail, intermodal facilities, etc. Go where there is money available to find the best combination of private, local, state, and federal funds

• What is a PPP? Everyone is different­it can be any number of differing combinations of private and public participation. The answer for any particular project depends on who is interested and what they are willing to do to get involved. Sponsors should keep their options open

• How to get parties together with right level of understanding? There's a need for communication, understanding public interests, clear guidelines for how process works, and understanding of available tools

• How do you value each party's contribution? Assess each party's ability to access the market (to encourage public acceptance), as well as the value of any functional contributions, including right-of-way donation or eminent domain power, tax exempt financing abilities, underutilized assets, ability to manage environmental and/or procurement processes

• Transfer the appropriate risks to the public sector. The private sector could be destroyed by a tort liability case, while the public sector has a greater ability to manage some of these risks.

• Educate local entities about the needs for and potential benefits of PPPs. Discussions should be ongoing to avoid last-minute confrontation.

October 20, 2004

• California Department of Transportation

Hilton Sacramento Arden West Hotel

• Public 74
• Public 37

After an early attempt to pilot four design-build-finance-operate concessions, California’s PPP program has seen little progress in the past decade

• Keynotes, major speakers, panel discussion, case study presentations, participant roundtables

• U.S. Rep. Dough Ose
• John Ferrera, Business Transportation, and Housing Agency
• Richard Norment, National Council of Public-Private Partnerships
• Jeff Brown, State Senate Office of Research
• Emil Frankel, U.S. Department of Transportation
• Michael Jackson, AECOM Technology Corporation
• Mark Pisano, Southern California Association of Governments

• San Francisco Bay area partnerships: Therese McMillan, MTC
• Sector motivations: John Stainback, Stainback Public/Private Real Estate
• Investment Bank role: Stephen Howard, Lehman Brothers
• Trans-Texas Corridor: Edward Pensock, TxDOT
• 91 Express Lanes: Ellen Burton, Orange County Transportation Auth.
• SR-125 experience: Charles Stoll, Caltrans
• Transportation funding in California: John Barna, Anrab Assoc.
• Reducing risk, increasing flexibility: Robert Poole, Reason Foundation

• Despite the findings of a recent Government Accountability Office report, PPPs are happening, including the Trans-Texas Corridor and projects in Virginia and other states;

• The is enormous interest in real-estate related PPPs;

• PPPs can be complex undertakings, "a jigsaw puzzle without a picture;"

• PPPs involve basing decisions on return on investment, balancing profit and risk;

• Building trust between parties is essential to PPP success;

• Quality projects that serve the public interest and involve the private sector are required for successful PPPs;

• There is more to transportation PPPs than tolling;

• Information sharing, and a shared roadmap for public and private partners is essential;

• Success is achieved through innovation, not always through imitation;

• If California (or any other state) does not lead in infrastructure development, other states will fill the void and capture the benefits of economic development.

• The fear of PPPs can be legitimate, but honesty and accountability are antidotes, addressed through openness and candor; and

• The private sector is still interested in PPPs in California.

December 15, 2004

• North Carolina Department of Transportation

Sheraton Imperial Hotel & Convention Center

• Public: 57
• Private: 41

North Carolina's PPP experience is limited, but it recently created a Turnpike Authority to advance toll projects and awaits broader PPP enabling legislation

• Keynotes, major speakers, panel discussion, case study presentations, participant roundtables

• David King, North Carolina Department of Transportation
• Lyndo Tippett, North Carolina Department of Transportation
• Richard Norment, National Council for Public-Private Partnerships
• Grayson Kelley, North Carolina Department of Justice
• Jim Humphrey, Charlotte Department of Transportation
• Charles Nottingham, Federal Highway Administration
• Thomas Bradshaw, Citigroup Global Markets
• Rep. Nelson Cole, N.C. General Assembly

• Bond guarantees: Sandra Brinkert, Ambac Assurance Corporation
• Investment Bank role: Stephen Howard, Lehman Brothers
• Research Triangle Park: Elizabeth Rooks, Research Triangle Foundation
• South Carolina PPP experience: John Sullivan, FHWA
• Reasons for PPP in N.C.: Calvin Leggett, NCDOT
• Overcoming legal obstacles: Brian Chase, Nossaman Infrastructure
• History of PPP projects: Daniel Dornan, AECOM Consult
• Florida's Turnpike Enterprise experience: Christopher Warren, FTE

Key Issues include:

• Lack of funding;
• Appreciating value of lost time, congestion, & other non-pecuniary costs;
• Big projects;
• Defining PPPs in North Carolina;
• Determining the powers and abilities of the N.C. Turnpike Authority;
• Applying standards for NCDOT to the N.C. Turnpike Authority; and
• Ensuring certainty for private partners.

Key Strategies and Actions include:

• Designating a leadership team for PPPs, including a capable chief;
• Developing a communications strategy for PPPs for parties internal to NCDOT as well as external parties, including small contractors and labor;
• Defining the organizational structure of the N.C. Turnpike Authority;
• Finding the right projects for PPPs and beginning with early success;
• Maximizing the selection processes for solicited and unsolicited proposals;
• Establishing ground rules for the private sector to proceed;
• Building institutional knowledge of PPPs within NCDOT;
• Identifying opportunities to learn from other states;
• Ensuring the accuracy of initial price and timing of projects, which is crucial for market credibility; and
• Maintaining realism about the implementation process.