Project Profile: US 36 Express Lanes (Phase 2)

photo credit: Colorado DOT

Location	Denver Metro Area, Colorado
Project Sponsor / Borrower	Colorado High Performance Transportation Enterprise (HPTE) Plenary Roads Finco LP (Plenary) - the TIFIA Borrower
Program Areas
Value Capture Techniques	Sales Tax Districts
Mode	Highway / Managed Lanes; Bus Rapid Transit
Description	US 36 is a four-lane divided highway that connects the City of Boulder to Denver, Colorado at its intersection with I-25. The highway experienced significant congestion and had been targeted for improvements by the Colorado Department of Transportation (CDOT) since the late 1990s. The US 36 Express Lanes Phase 2 project extends the 10-mile Phase 1 express lane facility five miles further northwest to Boulder and includes the following components: One express, high occupancy toll (HOT) lane in each direction from 88th Street in Louisville/Superior to Table Mesa/Foothills Parkway in Boulder and reconstruction of the general purpose lanes, including widening to accommodate 12-foot inside and outside shoulders Replacement of the Coal Creek Bridge, rehabilitation and widening of the South Boulder Creek Bridge, and widening of the McCaslin Boulevard Bridge to accommodate a diverging diamond interchange Bus rapid transit (BRT) improvements, including bus priority at ramps and electronic signage (new and more frequent bus service will be provided) Bikeway along much of the corridor Intelligent transportation system (ITS) equipment, including for tolling, transit information, and incident management Improvement of the Regional Transportation District (RTD) station at McCaslin Boulevard Phase 2 is being delivered as a design, build, finance, operate, and maintain (DBFOM) public-private partnership (P3). Pursuant to a competitive procurement process, HPTE selected Plenary Roads Denver Ltd. (PRD) in April 2013 as the concessionaire for Phase 2, completing improvements to the entire US 36 corridor between Denver and Boulder. PRD financed, designed, and constructed Phase 2, and is operating and providing routine maintenance and lifecycle maintenance on the Phase 1, Phase 2 and the existing I-25 Express Lanes under a 50-year agreement. PRD is an affiliate of Plenary Roads Finco; the TIFIA Borrower.
Cost	$208.4 million ($170.2 million of Eligible Project Costs)
Funding Sources	Plenary Funding HPTE Capital Payment - $49.6 million TIFIA loan - $60.0 million Private Activity Bonds (PABs) - $20.6 million Equity - $20.6 million Subordinated Debt - $20.6 million I-25/US 36 Toll Revenues - $8.6 million Other - $3.4 million HPTE/CDOT Funding (including Capital Payment) State Funds - $18.9 million Federal Funds - $15.0 million RTD sales tax revenue - $30.5 million Local Funds - $10.8 million
Project Delivery / Contract Method	DBFOM (design, build, finance, operate, and maintain)
Project Partners	Concessionaire - Plenary Roads Denver, Ltd. Design-build Joint Venture - Ames Construction Inc. / Granite Construction Inc. Design Partner - HDR Engineering, Inc. Operations and Maintenance Provider - Transfield Services Ltd.
Project Advisors / Consultants	To the Public Sponsor Financial Advisor - KPMG, LLP Traffic & Revenue Consultant - CDM Smith P3 Counsel to HPTE - Hogan Lovells, LLP Bond Counsel to HPTE - Kutak Rock, LLP To the Borrower Financial Services - Goldman Sachs Traffic & Revenue Consultant - Buro Happold Limited Insurance Consultant - Marsh Canada Ltd. Model Auditor - Wolrige Mahon Corporate Finance Inc. Independent Engineer/Technical Advisor - BTY Group Legal Advisor - Fasken Martineau DuMoulin LLP Colorado Counsel - Spencer Fane & Grimshaw LLP Corporate and Tax Counsel - Mayer Brown LLP To USDOT TIFIA JPO TIFIA Legal Advisor - Shearman & Sterling LLP TIFIA Financial Advisor - Infrastructure Management Group, Inc.
Lenders	Bondholders, USDOT TIFIA, Subordinated Lender (Northleaf/PRD LenderCo LP)
Duration / Status	HPTE awarded the DBFOM concession in April 2013. Early construction activities began in late 2013. Phase 2 opened to traffic in January 2016 and tolling began in March 2016. The concession period will extend for 50 years.
TIFIA Credit Assistance	Direct Loan - $60.0 million The TIFIA Phase 2 loan is secured by a net pledge of revenues from the I-25 Express Lanes (existing) and the US 36 Express Lanes Phase 1 and Phase 2. Plenary assumed the TIFIA Phase 1 loan at substantial completion of Phase 1 when responsibility for that segment was transferred from HPTE to PRD. The Phase 2 TIFIA loan is subordinate to the Senior Lien Private Activity Bonds (PABs) and the Phase 1 loan. Both TIFIA loans have the benefit of debt service reserve funds in addition to a $6 million ramp up reserve. The TIFIA Phase 2 loan was rated "BBB-" by Fitch Ratings.
Financial Status / Financial Performance	The TIFIA credit agreement was executed on February 25, 2014. Financial close of the Senior Lien PABs occurred on February 26, 2014.
Innovations	The US 36 Express Lanes connect to the existing I-25 Express lanes that extend from US 36 to downtown Denver and north to 120th Avenue, and add to a network of regional tollways. The project represents a multimodal solution to alleviate congestion along the corridor by combining managed (HOT) lanes, BRT service, and a commuter bikeway. The new BRT service will use the managed lanes to reduce trip time and maximize travel time predictability for transit riders. The project improves connections to the entire regional transit system through Denver Union Station, which serves as a multimodal transportation hub, integrating light rail, commuter rail, and intercity rail (Amtrak), as well as regional, express, and local bus service. The P3 arrangement enables the project to be completed years sooner than originally planned.
Related Links / Articles	Project Website Express Lanes Website
Contacts	Scott Rees Phase 1 & 2 Project Director CDOT Region 1 Tel: (303) 404-6962 scott.rees@state.co.us Terry Ostrom, Senior Vice President, Project Delivery Plenary Group Tel: (970) 379-1120 terry.ostrom@plenarygroup.com