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HomeMy WebLinkAboutItem LJanuary 24, 2001 Ms. Mary Ellen Farris Orange County Transportation Authority P. O. Box 14184 Orange, California 92613-1584 Dear Ms. Farris, Pursuant to our conversation this date, forwarded is a certified copy of Resolution Number 4871 in support of the State Route 57 extension project. Resolution Number 4871 was adopted by the Seal Beach City Council at their regular meeting of January 8th, 2001. If you would forward this Resolution to the appropriate agency it would be appreciated. Thank you. Very truly yours, Joanne M. Yeo, City Clerk City of Seal Beach Encl. vlf-Lrn. L SR 57 Extension Project PROPOSED INTERCHANGES 0 First Street - Proposed © Warner Avenue - Proposed Proposed 57 Extension Project Toll Roads The 57 Extension Project would provide an important link along the Santa Ana River between I-5/SR 57 on the north and 1-405/SR 73 on the south. Other potential interchanges are being examined, including one at City Drive and one at Garfield Avenue, just south of 1-405. SR 57 Extension Project Frequently Asked Questions 1. Why is the SR 57 Extension Project necessary? Two reasons: access and congestion relief When completed the SR 57 Extension will complete Orange County's surface transportation network. This vital link will provide direct access from John Wayne Airport to the Civic Center in Santa Ana and the Anaheim hotel/entertainment areas in the north. The project will improve access to the shopping centers of South Coast Plaza and Fashion Island, while providing for improved traffic flow in the Euclid commercial area of Fountain Valley. In addition, the project will greatly improve access from the office centers of Irvine and Newport Beach to downtown Santa Ana and the Civic Center. Eventually, the project is projected to divert approximately 70,000 cars per day from existing streets and freeways. This should significantly ease traffic on Bristol Avenue, Harbor Boulevard and Fairview Avenue. Not only will the project help alleviate traffic on the north/south arterials, it will also significantly reduce east/west traffic south of the San Diego Freeway by decreasing traffic on Adams Street and Hamilton Boulevard. This reduction in congestion on surface streets leads to safer streets and lower maintenance costs for the neighboring municipalities. The completion of the project will also provide a bypass around the crowded "Orange Crush" interchange by extending existing SR 57 southward. This bypass will improve travel times for those vehicles traveling on 1-5, SR 55 and SR 22 through Orange County. An added benefit of the enhanced access and reduced congestion is the improved response time for public safety services. All emergency response services, police, firefighters and ambulances will have free access to the project. ATD is prepared to move forward and make these benefits available to the public at least two decades before the public sector will be able to develop this project with tax dollars. 2. Why is the SR 57 Extension Project planned as a toll road? The simple answer is money... or the lack of it. The sobering reality is that Caltrans has identified more than $100 billion of new highway and roadway improvements that are SR 57 Extension Project Frequently Asked Questions Pagetwo necessary if the state hopes to adequately manage current traffic demand and the explosive population growth projected over the next two decades. The problem is that the state's highway fund is enormously under funded and incapable of financing all of these projects. The stale recognizes the need for the extension of SR 57. However, due to the fact that it was identified as an AB 680 project in 1990, it has placed the project near the bottom of the priority list. In fact, the SR 57 extension is at least 20 years away if carried out as a public project financed by tax revenues. The other alternative is to finance the construction of the SR 57 Extension Project through the issuance of bonds. To repay the bonds, the SR 57 Extension Project must generate revenue, and charging tolls to motorists who choose to use the SR 57 Extension is necessary. 3. Is the SR 57 Extension Project a result of Assembly BIII 680? Yes. Assembly Bill 680, passed in 1989, authorized the development of four demonstration projects that would serve as test rases for the development of public surface transportation projects within a public-private partnership. Under AB 680, private - sector entities would be given the right to finance and develop badly needed highways, then turn ownership of the road back to Caltrans. 4. Who is the franchise holder of the SR 57 Extension Project? The current franchise to build and operate the SR 57 Extension Project belongs to American Transportation Development, LLC, an Irvine, California-based company formed by Phoenix -based Interwest Company, Inc., and Washington Group, International Inc. based in Boise, Idaho. Both companies have extensive experience in the planning, financing, construction and operation of state-of-the-art toll highways in the United Slates. 5. Who will operate the SR 57 Extension Project? ATD intends to transfer its franchise rights to a non-profit corporation structured to issue tax-exempt bonds. In order to do this, the non-profit corporation must be approved by a "Sponsoring Entity" which Itself must be a tax-exempt entity and the direct beneficiary of the SR 57 Extension Project. The "Sponsoring Entity' must approve the creation, structure and board of directors of the non-profit corporation. Furthermore, it must approve the financing mechanism by which the non-profit will generate the capital to build the project. ATD believes this is the most SR 57 Extension Project Frequently Asked Questions Page three appropriate ownership structure in order to ensure public credibility for the project. In exchange for transferring its franchise rights to the non-profit corporation, ATD will construct the SR 57 Extension Project at a guaranteed price within a guaranteed time frame. 6. Does the franchise agreement with Caltrans have a non -compete clause? Yes. However, ATD is proposing a relatively liberal non -compete clause favoring Caltrans' public trust requirements to maintain safe and adequate highways. The proposed non- compete clause gives Caltrans the right to expand for any reason the capacity of any State Highway with one exception: Caltrans is prohibited from constructing a new continuous, limited access freeway connecting Interstate 405 or State Highway 73, and Interstate 5 or State Route 22 All public-private toll road partnerships have noncompete agreements. Without them it would be impossible to sell a bond issue to generate the necessary capital to finance new highway construction. However, we do want to reiterate that ATD understands and is sympathetic to the concerns of the citizens of California and has therefore proposed an extremely liberal Amendment to our non -compete agreement with Caltrans. What will the SR 57 Extension look like? The final plans for the SR 57 Extension Project have not been finalized. We can say generally that the SR 57 Extension will be a four -lane highway approximately 11 miles in length. It will commence at the southern terminus of SR 57 at the 'Orange Crush," extending south along the Santa Ana River Channel to the San Diego (405) Freeway in Costa Mesa. We know, too, that the SR 57 Extension will function as a toll road employing both transponder -based electronic toll and automated cash collection systems. 8. Given that the SR 57 Extension Project will extend the length of the Santa Ana River Channel, what alignments are under consideration? Four possible alternatives have been contemplated, and the economic and environmental feasibility of each will be carefully studied during the EIR/EIS process. Elevated Alternative -This alternative calls for the SR 57 Extension to be constructed on an elevated foundation directly above the Santa Ana River Channel. While this alternative will likely be the most costly to build, it is probably the most environmentally responsible alternative and virtually eliminates any residential and/or business dislocations. Moreover, it affords the least impact with respect to noise and aesthetics to communities immediately adjacent to the Santa Ana River Channel. River Bottom Alternative - This alternative calls for the SR 57 Extension to be constructed on the Santa Ana River Channel. While this alternative appears to be the least costly configuration, is it most likely the most costly from an operational standpoint, due to continued maintenance arising from periodic and seasonal flooding. There are public safety implications with this alternative due to the difficulty of evacuating motorists in the event of a flash flood. 2. Riverbank Alternative - This alternative calls for the SR 57 Extension to be constructed on the riverbanks of the Santa Ana River Channel. With this configuration, the two northbound lanes would be constructed on the east riverbank, while the southbound lanes would be constructed on the west riverbank. Also, all four lanes could be constructed on one riverbank. This aftemative, however, appears to contain obvious environmental impacts with respect to unacceptable noise and aesthetics on surrounding neighborhoods. Moreover, this alternative will significantly impact recreational use of the riverbanks, including the bicycle trails. 3. Non -River Channel Alternative - This alignment is the least likely alternative. In fact, a specific non -river alignment has not been evaluated, since a cursory review of the area clearly indicates a non -river -channel alignment would result in extraordinarily significant commercial and residential relocation. Obtaining the necessary right-of- ways would be politically difficult, and would damage existing neighborhoods and commercial activity. 9. Does the construction of the SR 57 Extension Project contemplate any access interchanges along the 11 -mile route? Yes. In addition to the major access interchanges at the northern and southern ends of the 57 expressway, plans call for the construction of interchanges at First Street in Santa Ana and Warner Avenue in Fountain Valley. 10. Will the EIRIEIS process also examine a no -build scenario? Yes. 11. How long will it take to build the SR 57 Extension Project? According to Washington Group, International Inc., the projects general contractor, the anticipated construction schedule will require 46 months. Depending upon how long it takes to complete the EIR/EIS process, construction could begin as soon as January 2003 with completion and road opening occurring as early as 2006. 12. How much will it cost to build the SR 57 Extension Project? The final construction cost has yet to be determined. Several important phases of the project that will have a direct impact on the cost to construct the project have yet to be completed. The most important of these is the EIR/EIS phase. SR 57 Extension Project Frequently Asked Questions Page five However, based upon preliminary planning, design, construction and environmental analyses, ATD believes it will cost approximately $950 million to build the project. 13. How will the project be financed? WIII tax revenues be Involved? The Project will be financed using two funding sources: • Tax-exempt loll revenue bonds (lower interest) will be issued by the non-profit corporation. The terms, conditions and interest rates of these bonds must be approved by the "Sponsoring Entity." These bonds will be sold in private capital markets, with the sole risk borne by the bondholders. No California tax revenues will be used to finance the project. • The non-profit corporation will issue tax-exempt toll revenue corporate bonds. Terms and conditions of the bond issue must be approved by the state or a political subdivision of the state. Prior to the bond issue, the state, or a political subdivision of the state, must also appoint and/or approve up to 80`yo of the board of directors of the non-profit corporation. The precise amount of the bond issue will be based upon ATD's guaranteed price determined during the EIR/EIS process, the final traffic and revenue study, and prevailing market rates at the time of the issuance. No state tax revenues will be used to finance the project. No portion of the SR 57 Extension Project financing will involve California tax revenues, nor will it require any guarantee from, or the good faith and credit of, the State of California. 14. How much will motorists pay per trip to use the SR 57 Extension? Scheduled tolls have not been finalized. However, preliminary traffic and revenue studies conducted on the project anticipated per -trip tolls of $1.50 to $2.00. SR 57 Extension Project Fact Sheet The Project: The SR 57 Extension Project is one of four public-private transportation demonstration infrastructure projects authorized under AS 680, the 1989 legislation that paved the way for the private financing, construction and operation of state-owned highways. The project is a development of American Transportation Development, LLC (ATD) of Irvine, California, a partnership of Interest Company, Inc. and Washington Group, International, Inc. Eighteen years in the planning, the SR 57 Extension Project is an 11 -mile, four - lane toll highway connecting the southern terminus of the existing SR 57 at the "Orange Crush" with the San Diego (405) Freeway in Costa Mesa via an expressway down the Santa Ana River Channel. Project Profile: The SR 57 Extension Project will function as a limited access toll highway for passenger automobiles only. Toll collection systems planned for the project include transponder -based electronic toll collection and automated cash collection machines. Several expressway alternatives are under consideration: 1. An 11 -mile, four -lane elevated roadway traveling down the center of the Santa Ana River Channel from the southern terminus of SR 57 to the 405 Freeway. 2. An 11 -mile, four -lane highway extending along the bottom of the Santa Ana River Channel. 3. A two-lane northbound expressway, and a two-lane southbound expressway constructed on both perimeters of the Santa Ana River Channel. ATD expects that it will take 48 months to construct the SR 57 Extension. Construction will begin after the EIR/EIS process is completed. It is anticipated that the EIR/EIS process will take between 18 and 48 months. The SR 57 Extension is expected to be open for traffic sometime between January 2006 and July 2008. SR 57 Extension Project Fact Sheet Pagetwo Project History: Caltrans awarded the franchise rights to build and operate the SR 57 expressway in 1990. Since that time, the 57 Extension franchise holder has completed a Fatal Flaw Analysis and a Hazardous Waste Survey, and has produced conceptual designs, construction estimates, a right-of-way plan, legal analysis and engineering. Most recently, the team developed updated project parameters in preparation for moving forward with the environmental analysis phase of the project. ATD, its members and its project team are committed to completing the SR 57 Extension Project. Ownership Structure: ATD is the current owner of the SR 57 Extension Project. Its plan is to transfer the franchise to operate the expressway for a 35 -year term to a California non-profit corporation. In exchange, ATD will be granted the contract to design and build the extension project for a guaranteed price within a guaranteed time frame for delivery. The guaranteed price will be similar to the cost of designing and building comparable highways in California and subject to a reasonableness review by a third party. Ownership by a non-profit corporation that is eligible to issue tax exempt bonds establishes both the appearance and reality of an arms -length transaction. Under the applicable Internal Revenue guidelines, the non-profit corporation must be governed by a'Sponsoring Entity" that is itself a tax-exempt concern and the ultimate beneficiary of the extension project. The 'Sponsoring Entity,' not ATD, will have the authority to approve the creation of the non-profit corporation, the selection and approval of its board of directors, as well as the terms and conditions of bonds issued by the non-profit corporation to build the extension. Once the project is completed, ATD will have no role in the operation or rights to the revenues of the SR 57 Extension. The non-profit corporation must transfer operational control to the property (SR 57) to the state upon the retirement of the corporation's indebtedness. Cost and Financing: Based upon preliminary planning, ATD estimates the cost to plan, design and construct the 11 -mile elevated SR 57 Extension at approximately $950 million. The final guaranteed price at which ATD will be required to build the expressway will be determined by project specifications and requirements developed during the EIR/EIS process. SR 57 Extension Project Fact Sheet Page three A two-part financing mechanism for the construction and operation of the SR 57 Extension Project is being proposed: 1. Tax-exempt toll revenue bonds issued by the non-profit corporation as the owner of the franchise rights. The bonds - to be sold in private investment capital markets - will carry interest rates significantly below market rates associated with debentures issued by taxable organizations. The amount, terms and conditions of the bond issue must be approved by the non-profit corporation's "Sponsoring Entity." 2. Federal TIFIA bonds issued under the Transportation Infrastructure Finance Innovations Act, part of the landmark TEA -21 transportation reauthorization act passed by Congress in 1999. No portion of the SR 57 Extension Project financing will involve California tax revenues, nor will it require any guarantee from, or the faith and credit of, the State of California. Project Team: Interwest Company, Inc. - Project Manager Washington Group International, Inc. - General Contractor URS Corporation - Project Engineer Paragon Partners, Ltd. - Right -of -Way Acquisition eTrans Group, Incorporated - Toll Collection Systems Nossaman, Guthner, Knox & Elliott, LLP - Legal Counsel Kutak Rock - Bond Counsel Bear Stearns & Company — Bond Underwriter Lehman Brothers - Bond Underwriter Frank Wilson & Associates - Public and Community Affairs Project Benefits: ATD believes the Orange County community will reap a variety of benefits from the construction of the SR 57 Extension Project. Key benefits include: Significant congestion relief on Interstate 5, SR 22 (Garden Grove Freeway), SR 55 (Costa Mesa Freeway), as well as major surface streets in Orange, Santa Ana, Fountain Valley, Anaheim and Costa Mesa. ATD's Preliminary Traffic and Revenue Study projects the SR 57 Extension will rapture approximately 100/6 of the area's average daily traffic volume. The most significant traffic volume reductions will occur on Bristol Street, Fairview Street, Harbor Boulevard and SR 55. SR 57 Extension Project Fact Sheet Page four 2. By relieving traffic congestion along the major north/south arterial highways, ATD projects markedly improved access to businesses located along adjacent surface streets. Proposed exits at First Street and Warner Avenue will improve access to downtown Santa Ana and to the commercial centers located on Euclid Street in Fountain Valley. Improved access should improve business activity and boost sales tax revenues to these cities. 3. Providing a direct and faster route between the north and central Orange County community, John Wayne Airport, South Coast Metro area and the county's central coastal region will significantly reduce public safety hazards associated with bottlenecks located at the 1-5/SR 55 interchange, the 1-5/SR 22 interchange, the SR 57/SR 22 interchange and the I-405/SR 55 interchange. The SR 57 Extension Project's direct route to the 405 will divert traffic from the 1-5, SR 22, and SR 55, reducing the bottlenecks at the aforementioned interchanges. Moreover, surface street volume associated with motorists seeking to bypass these bottlenecks will diminish once traffic flow at these interchanges improves. 4. As the Extension Project improves the vehicle capacity of surrounding freeways and improves traffic flow around bottlenecks, the resulting decrease in surface street volume will ease the roadway maintenance requirements and costs impacting municipalities. 5. Approximately 1,600 construction jobs will be created over the four-year construction period. Another 50 to 80 permanent jobs will be created associated with the toll operations of the 57 Extension. #pX RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY TRANSPORTATION AUTHORITY SUPPORT OF AMERICAN TRANSPORTATION DEVELOPMENT, LLC'S REQUEST OF CALTRANS FOR AN EXTENSION OF FRANCHISE TERM FOR THE STATE ROUTE 57 EXTENSION TOLLROAD PROJECT WHEREAS, American Transportation Development, LLC (ATD) has recently acquired the franchise rights CFranchise") to the AS 6B0 -authorized SR -57 Extension project, which would extend the SR -57 from its terminus at the SR -22/1-5 southerly along the Santa Ana River Channel connecting with the 1.405 freeway, and WHEREAS, the Franchise is due to expire January 11, 2001; and WHEREAS, OCTA has included the SR -57 Extension Project on the Regional Highway Planning component of Fast Forward, OCTA's 20 -year Long Range Transportation Plan and, moreover, the SR -57 Extension has been on the Master Plan of Arterial Highways (MPAH) since 1982; and WHEREAS, ATD has requested that OCTA support its request of Caltrans for extension of the Franchise term, in order to provide ATD the necessary time to conduct comprehensive EIRIEIS studies, analyze development alternatives and evaluate and respond to community input on the project; and WHEREAS, OCTA believes that the continued efforts of ATD to implement the Franchise for the SR -57 Extension project is desirable for evaluating the environmental - and financial feasibility of the project in the immediate future. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Orange County Transportation Authority does hereby find, determine, and resolve as follows: Section 1. OCTA supports an extension of no more than six years of ATD's Franchise and recommends that Caltrans approve such an extension, subject to the conditions and requirements set forth in Section 2 below. Section 2. Conditions, A. Include in the Franchise amendment a provision for the elimination or restriction of the existing non -compete provisions. B. Include in the Franchise amendment a specific description of how ATD's interest in the Franchise may be transferred to a non-profit corporation or a public agency prior to or following the completion of the project construction. This franchise provision would address issues such as the process for determining the value of improvements, buyout of ATD's interests, ongoing operations, and other such issues. C. OCTA shall not provlde any funds for environmental review for the proposed project. D. ATD shall provide OCTA with additional evidence of project supporters, project feasibility and project sponsor commitment before commencing construction of the project. ADOPTED, SIGNED, AND APPROVED this 25th day of September 2000. L12W � - Mary Ellen Farris Laurann Cook, Chair Clerk of the Board Orange County Transportation Authority (PROPOSED) RESOLUTION OF SUPPORT FOR SR 57 EXTENSION PROJECT WHEREAS, Orange County's population is expected to increase 25% over the next 20 years; and WHEREAS, Orange County's employment base is projected to increase by more than 70% during the same period; and, WHEREAS, the region's freeway system is already severely congested; and WHEREAS, these increases are expected to add to traffic congestion and almost double our average daily commuting time; and WHEREAS, Southern California's future economic viability and quality of life depends on the mobility of its people; and WHEREAS, transportation improvements to meet the needs of future Orange County residents far exceeds the public funds available to meet those needs; and WHEREAS, a public-private partnership between the State of California and American Transportation Development, LLC (ATD) has been established to build an important transportation link in central Orange County; and WHEREAS, this $950 million, privately financed project will generate significant economic benefits for the area; and WHEREAS, ATD's proposed SR 57 Extension project will relieve congestion on local streets and freeways, diverting as much as 10% of daily traffic; now THEREFORE, BE IT RESOLVED, that (Name of Organization) supports the continuation of the SR 57 Extension franchise agreement between ATD and the California Department of Transportation. SR 57 Extension Project Non -Compete Clause Fact Sheet SR 57 Extension Non -Compete Clause The Franchise agreement between American Transportation Development, LLC and Caltrans contains an important clause designed to strike a balance between the public's interest in safe, adequate highways and the private sector's interest in protecting its investment in the SR 57 Extension. This franchise- and public -interest protection clause generally protects Caltrans' right to build, enhance and maintain public freeways so long as these projects do not impair the SR 57 Extension's ability to generate revenue to retire its construction debt. The clause also includes a commitment from Caltrans that it will put forth its "best efforts" to preclude other governmental and private entities from building similar public highways that would impair the SR 57 Extension's ability to retire its debt. These protections and commitments are limited to an area defined as the Absolute Protection Zone. Elements of the franchise- and public -interest protection clause ATD has been exceptionally sensitive to the concems of State and Orange County officials regarding the SR 57 Extension and the franchise- and public -interest protection clause. ATD worked closely with the Orange County Transportation Authority and local officials to identify and address public policy and local concerns. As a result of this effort, ATD has drafted an Amendment to its Franchise Agreement. This proposed Amendment is one of the most liberal franchise- and public -interest protection clauses in existence in the United States. From these negotiations, the primary components of the proposed Amendment include: • Under the proposed clause and within the protection zone, Caltrans may expand for any reason the capacity of any State Highway existing as of the date of the Amendment. Caltrans may not, however, construct, or assist or support directly or indirectly the construction o, a new continuous, limited access freeway intended to serve traffic connecting between Interstate 405 or State Highway 73, on the one hand, and Interstate 5 or State Route 22, on the other. SR r\ SR 57 Extension Project Non -Compete Clause Fact Sheet Page two Background Currently, the state DOT has indicated that it does not have the funds, nor will it have the funds in the foreseeable future, to build transportation facilities that could be considered competing with the SR 57 Extension franchise agreement. Since AB 680 was designed to provide for the development of transportation facilities where Caltrans could not. ATD is not concerned that Caltrans will, or is able to develop truly competitive facilities. Simply, Caltrans would not be entering public-private franchise agreements if it had the means to develop these transportation facilities exclusively with public funds. ATD does not object to, nor is it concerned by, the addition of capacity to existing highways. The company's principle objective is to protect the project's investors from the development of an entirely new freeway paralleling the SR 57 Extension. ATD believes the likelihood of such a project is exceedingly remote. Caltrans and OCTA simply lack the funds to develop such a public highway. In addition, any other new freeway would require significant residential and commercial dislocation. In short, there is neither the funding nor the land to construct a new public freeway in central Orange County. sa n SR 57 Extension Project Ownership Structure and Financial Fact Sheet The Corporation: American Transportation Development, LLC (ATD) of Irvine, California owns the franchise rights to build and operate the SR 57 Extension Project. ATD is a California limited liability company with two equal partners, Interest Company, Inc. and Washington Group, International Inc. The Non -Profit Corporation: Under its current plan, ATD will transfer its franchise rights to build and operate the SR 57 Extension Project to a California non-profit corporation established under the applicable Internal Revenue procedures. Under these Internal Revenue procedures, the non-profit corporation: • Must engage in activities that are essentially public in nature • Must not be organized for profit (except to the extent of retiring indebtedness) • Must not inure its corporate income to any private person • Must serve the beneficial interest of the state or a political subdivision of the state in which it is incorporated while the corporation maintains a condition of indebtedness • Must transfer full legal title to the property (SR 57) to the state or a political subdivision of the state upon the retirement of the corporation's indebtedness • Must be approved by the state or a political subdivision of the state • Must receive approval from the state or a political subdivision of the state on any specific debt obligations, including terms and conditions issued by the non-profit corporation • The state or political subdivision of the state can reclaim title and operation of the highway by retiring the outstanding bond debt While the final estimated cost to plan, design and construct the SR 57 Extension Project cannot be accurately determined without the establishment of mitigation measures and engineering specifications derived from the EIR/EIS process, ATD places preliminary project cost estimates at approximately $950 million. ATD has committed that its final guaranteed turnkey price will be subject to an independent review under the direction of the non-profit corporation and the financing underwriters. In return for the contract to design and build the 57 Extension Project, ATD will transfer the project to the non-profit entity at a cost that is both reasonable and customary for a project of this nature. Upon project completion, ATD will have no monetary interest in the SR 57, including no claim to operational rights or operational revenues. SR 57 Extension Project Finance Fact Sheet Page two Project Cost: Approximately $950 million Project Financing: It is anticipated the SR 57 Extension Project will be financed under a two-tier mechanism: The non-profit corporation will issue tax-exempt toll revenue corporate bonds. Terms and conditions of the bond issue must be approved by the state or a political subdivision of the state. Prior to the bond issue, the state or a political subdivision of the state must also appoint and/or approve up to 80% of the board of directors of the non-profit corporation. The precise amount of the bond issue and the interest rate on the tax-exempt issue will be based upon ATD's guaranteed price determined during the EIR/EIS process, the final traffic and revenue study, and prevailing market rates at the time of issuance. No state tax revenues will be used to finance the project. • The non-profit corporation will apply for a Federal Highway Adminstration loan pursuant to the Transportation Infrastructure Finance Innovations Act (TIFIA) authorized under the TEA -21 transportation reauthorization act. TIFIA authorizes the Federal Highway Administration to provide credit assistance to new transportation projects that are supported by user fees. Operations and Maintenance: The non-profit corporation will be responsible for the cost of operating and maintaining the SR 57 Extension Project. Operations and maintenance funds will be derived from toll revenues generated by the toll highway. To safeguard against potential shortfalls, it is anticipated the non-profit corporation will apply for a TIFIA letter of credit equal to two to three times the projected annual operating costs of the road. These annual operating costs are projected to be between $5 million and $10 million. Risk: The non-profit corporation and the private institutional investors who purchase the tax-exempt loll revenue bonds will bear the risk of default during the 35 -year franchise term. Institutional investors' only recourse will be to collect toll revenues from the project's operations. In no event will the SR 57 Extension be shut to traffic due to financial difficulties. �7 SR 57 Extension Project Project Chronology 1982: In response to the advocacy of regional business and civic groups, the first study to examine the extension of SR 57 from the I-5/SR 22 interchange to the 405 Freeway is funded by the Orange County Transportation Commission. • 1989: Recognizing California's pressing need for highway infrastructure and the lack of state funds to build new highways, the California Legislature passes AB 680 calling for the development of four public-private toll road demonstration projects. • November 1989: On the heels of AB 680, Caltrans issues Request for Qualifications for Toll Revenue Projects. March 1990: Wilbur Smith Associates, one of the nation's premier traffic and revenue forecasting consultants, issues Its draft Preliminary Traffic and Revenue Study on the SR 57 Extension Project to the Orange County Transportation Commission, August 1,1990: The Perot Group, headed by H. Ross Perot, submits its qualifications proposal to Caltrans to build the SR 57 Extension Project. • 1990: Caltrans awards the SR 57 Extension Project to The Perot Group. • January 11,1991: The National Tollroad Authority, Inc., formed by the Perot Group to build the SR 57 Extension Project, enters into a 35 -year franchise agreement with Caltrans to plan, design, finance, construct and operate the SR 57 Extension Project. • January 1992: A major study of the SR 57 Extension Project called the Santa Ana Viaduct Expressway Conceptual Study and Fatal Flaw Analysis is completed by Greiner Engineering with funding assistance from the Orange County Transportation Authority. • March 1992: National Tollroad Authority, Inc. transfers its SR 57 Extension Project Franchise Agreement to the National Transportation Authority ("NTA"), a general partnership between The Perot Group and Greiner Engineering, Inc., one of the world's most respected highway engineering firms. • August 27,1993: The Hazardous Waste Initial Site Assessment study for the SR 57 Extension Project is completed with financial assistance from the Orange County Transportation Authority. • December 6,1994: Orange County files Chapter 9 bankruptcy. • September 1998: The U.S. Congress passes the Transportation Equity Act for the 21a Century ("TEA -211, which includes a new initiative known as the Transportation Innovative Finance and Infrastructure Act ('TIFIA'). TIFIA allows the Federal Highway Administration to lend or guarantee up to 33% of the debt of revenue producing transportation projects like the SR 57 Extension. • June 18,1999: The National Tollroad Authority files for Caltrans consent to transfer its SR 57 Franchise Agreement to the American Transportation Group, LLC, a limited liability company formed by Interest Company, Inc. and Morrison Knudsen Corporation. SR 57 Extension Project Project Chronology Page two • October 1,1999: Caltrans grants approval of the National Tollroad Authority's transfer of the Franchise Agreement to American Transportation Development, LLC. • November 1999: American Transportation Development, LLC completes and releases to the public an updated Preliminary Traffic and Revenue Study for the SR 57 Extension Project. • May 11, 2000: American Transportation Development, LLC formally requests amendments to its SR 57 Extension Project Franchise Agreement. The request specifically seeks modification of the Franchise Agreement's "non -compete" clause and an extension of time to begin project construction. • July 7, 2000: Morrison Knudson Corporation completes acquisition of Raytheon Engineers and Contractors, becoming the nation's fourth largest construction company with revenues in excess of $5 billion and a backlog of approximately $6.5 billion. As part of this transaction Morrison Knudsen changed its name to Washington Group International, Inc. • September 25, 2000: OCTA Board approves a resolution supporting ATD's requested extension of time. Nak# SR 57 Extension Project Team Profile Every facet of the SR 57 Extension Project -- from planning, design and construction to financing, legal affairs and public outreach — is being undertaken by a team of experienced and highly skilled professionals with superior achievement records in the development of complex public-private transportation infrastructure projects. Spearheading the SR 57 Extension Project is American Transportation Development, LLC (ATD), a California limited liability company based in Irvine. ATD, which acquired the franchise rights for the project from the National Tollroad Authority Corporation in 1999, is an enterprise formed the same year by Boise, Idaho -based Washington Group International and Phoenix -based Interwest Company, Inc. These companies possess considerable experience in the development of large highway projects similar in scope and nature to the SR 57 Extension Project. Washington Group International, Inc. —General Contractor On 7 July 2000, Morrison Knudsen Corporation completed its acquisition of Raytheon Engineers & Constructors, Inc. and changed its name to Washington Group International, Inc. As an ATD founding partner and, as the general contractor with the lead role in the SR 57 Extension's Design - Build Group, Washington Group International, Inc. stands as one of the nation's largest civil engineering and construction firms, with more than $5 billion in annual revenues and a backlog of some $6.6 billion, Employing more than 38,000 people in all 50 states and more than 40 countries, Washington has the resources and proven expertise to take on projects of any complexity and size. The firm's legacy is one of accomplishment on some of the most complicated, challenging projects on record, including Hoover Dam, the Alaska Pipeline, and the Kennedy Space Center. Today, Washington provides worldwide services for major infrastructure projects, including transportation, water resources, and energy development. The company's success in design/build projects has made it a preferred provider of professional services to the Federal Highway Administration, many state ATD SR 57 Extension Project Team Profile Page two departments of transportation, metropolitan transportation and planning organizations, and other public -and private -sector clients throughout the U.S. and the world. The unparalleled expertise of Washington Group— is evident in many of the nation's most innovative and recent highway projects, including Denver's 29 -mile state-of-the-art E470 toll road; the Route 895 Connector in Richmond, Virginia; and the extensive reconstruction of Salt Lake City's 1-15. Washington Group International, Inc.'s Califomia roots date back to the early 1930s. Recent mergers have added to the company's California experience. For example, Kesler Corporation, which was incorporated in 1961, merged with the then -Washington Construction Group, Inc. in 1993. Major portions of the Foothill Freeway, the Century Freeway and the Nimitz Freeway were built by Kesler Corporation. The $145 million Space Shuttle Launch Complex at Vandenburg Air Force Base and the second -level roadway at Los Angeles International Airport are also among Kasler's high-profile projects. In 1996, Washington Construction Group merged with Morrison Knudsen, gaining the experience of the California Division of Morrison Knudsen Contractors Group, which has constructed more than $2.3 billion of CaliifomWs highway and water resources infrastructure in the last decade alone. This includes more than 1,500 miles of highways, over 400 bridge structures and the Diamond Valley Reservoir, Metropolitan Water District of Southern California's newest reservoir. Other notable MK highway construction projects completed in California include: • Two major segments of the more than $190 million Nimitz Freeway (1-880 in Oakland) reconstruction project following the Loma Prieta earthquake • The $77.5 -million reconstruction of the six -lane Cypress "B" Freeway and the $57.1 -million construction of ten overhead traffic structures for the Cypress "I' Freeway in Oakland, California SR 57 Extension Project Team Profile Page three • More than $160 million in new freeway construction in the Metropolitan Fresno area over the past four years • The $56.1 -million, high -occupancy vehicle pavement rehabilitation and construction of 1-10, from Grove Avenue in Ontario to the LA County Line • The $35.2 -million construction of 5.2 miles of six -lane freeway of Route 125 in Lemon Grove • The $136.4 -million Super 37 Interchange, the five -level interchange of the 1-405/1-105 • The $25.3 -million reconstruction of the 1-5/ SR 14 interchange after the Northridge earthquake • The $116- million joint venture seismic retrofitting of the San Mateo Bridge • The $48.4 million -1-5/ SR 56 interchange in San Diego • The $67.5 -million 1-105/1-605 interchange in Los Angeles • The $78 -million 1.5/ SR -55 High Occupancy Vehicle connector in Orange County Washington Group International, Inc. is a 50% owner of American Transportation Development, LLC. Interwest Company, Inc. — Project Manager The Interwest Company is recognized nationwide as a leading specialized developer of transportation facilities. Interwest has consistently mapped out new frontiers in the development of major roadway facilities to meet the contemporary mobility challenges of state and local highway and transportation departments. Most notably, the company is viewed in the transportation industry as the innovator in the use of tax-exempt bonds under Internal Revenue Procedure 63-20, an approach that has normalized private debt financing to fund public-private transportation projects. SR 57 Extension Project Team Profile Page four Coupled with its skilled execution of 63.20 tax-exempt bonds, Interest's project management expertise is responsible for the creation of particularly effective transportation delivery systems known for their timely execution and cost efficiency. The company's creative management and financing model was the driving force behind the innovative Greenville Southern Connector, a 21.8 -kilometer toll highway that stands as the nation's first 63-20 tax-exempt bond project. The Greenville Southern Connector is currently scheduled to be completed nine months early and will come in more than $3 million under budget. This hallmark project has had no change orders. Interest is a 50% owner of American Transportation Development, LLC. URS Corporation — Project Engineer A charter partner of the SR 57 Extension Project development team under the franchise ownership term of the National Tollroad Authority Corporation, URS Corporation is serving as the project's engineer of record. URS is one of the world's largest engineering concerns, possessing an exemplary record of achievement in the rehabilitation, expansion and development of complex surface transportation systems worldwide over the past century. The superior engineering work that characterizes URS' outstanding reputation is evident in such projects as: • The 1.15 Corridor reconstruction in Salt Lake City • The widening of U.S. Route 51 in Illinois • Design services and management consulting for the Transportation Corridor Agencies in Orange County • The rehabilitation of New York's FDR Drive • The Kap Hui Mun Bridge in Hong Kong • The 17th Street Causeway Bridge in Fort Lauderdale SR 57 Extension Project Team Profile Page five • The Third Harbor Tunnel portion of Boston's Central Artery Project In addition, for the last two years URS has been working with Caltrans to develop methods for treating freeway stone runoff. As a result of this work with Caltrans, the SR 57 Extension will have a state-of-the-art urban runoff treatment system. Paragon Partners, Ltd. — Project Rightof- Way The enormously complicated right-of-way implications of the SR 57 Extension Project fall to the capable and deep expertise of Paragon Partners, Ltd., a regional leader in right-of-way and real estate acquisition services. Specializing in right-of-way and real property acquisitions; title research and examination; relocation assistance; prior rights studies; appraisal and market studies, Paragon is widely viewed as the preferred expert in this highly specialized field. Paragon has played key right-of-way and real property acquisition roles on a number of large and complex surface transportation projects. These include the Alameda Corridor and the Santa Clara Transportation Authority's Tasman East Light Rail Project. Furthermore, the company has served such clients as the Orange County Transportation Authority, the cities of Irvine and Santa Ana, the Los Angeles Bureau of Public Works, the County of Orange and the Orange County Water District. eTrans Group, Incorporated — Toll Collection Systems The design, testing and implementation of the electronic toll and automated cash collection systems slated for the SR 57 Extension Project have been assigned to eTrans Group, Inc., a global innovator in toll collection systems and operations for nearly a century. eTrans Group, Inc. is exceptionally qualified to perform the vital toll collection systems design for the SR 57 project, particularly with respect to transponder -based electronic toll collection technology. The firm has fulfilled lead roles in the deployment and integration of toll collection SR 57 Extension Project Team Profile Page six systems on Toronto's 407 Express Toll Route, Atlanta's Georgia 400, the Dallas North Tollway, the Oklahoma Turnpike, New York's famed Lincoln Tunnel and the San Diego Coronado Bay Bridge. eTrans Group is one of the nation's most active electronic toll collection integrators, having designed and installed systems for the Lake Ponchartrain ETC and Crescent City Causeway, The Tdborough Bridge, Orange County's 91 Express Lanes, the Harris County Toll Roads, the Florida Turnpike and the MassPort Tobin Bridge in Boston. Nossaman, Guthner, Knox & Ellloft LLP — Legal Counsel The SR 57 Extension Project's legal counsel is Nossaman, Guthner, Knox & Elliott, LLP. Acknowledged statewide and nationally as a transportation, land use and environmental law specialist, Nossaman, Guthner, Knox & Elliott has consistently provided sound and innovative legal counsel and solutions to public agencies and private developers alike. The firm's broad legal experience in transportation issues extends to its work on the SR -125 project in San Diego, the San Joaquin Hills Transportation Corridor, the Eastern Transportation Corridor, the Foothill South Corridor Project, the Alameda Corridor Blue Line and the Las Vegas Monorail. The firm also served as legal counsel on the Utah Department of Transportation's 1-15 Corridor Reconstruction Project and the Corridor 44 Project of the New Mexico State Highway & Transportation Department. Kutak Rock — Bond Counsel Without question, one of the nation's most innovative bond financing advisors, the law firm of Kutak Rock has been assigned to serve as bond counsel for the financing phase of the SR 57 Extension SR 57 Project. Year after year, Kutak Rock is consistently lauded by bond industry observers for its creativity and vision in solving difficult public and private finance challenges. Extension Project Team Profile Page seven Indeed, Kutak Rock has played an instrumental role in numerous financing transactions, 14 of which have been designated 'Deal of the Year" by the respected publication, Institutional Investor. Among the finance vehicles orchestrated by Kutak Rock are the $510 million lease revenue bond issue for the Anaheim Public Finance Authority for improvements at the Disneyland theme park, the Anaheim Convention Center and Anaheim Stadium; a $934.1 million issue of Special Project Bonds by the Port Authority of New York and New Jersey for the JFK International Air Terminal Project and Orange County's issuance of $279 million in Refunding Recovery Bonds in the wake of the county's much publicized bankruptcy. Bear Stearns & Company, Incorporated -- Investment Banking Ranked among the world's top five investment banking firm's, Bear Stearns & Company's presence on the SR 57 Extension Project team as lead managing underwriter ensures a highly competent and experienced facilitation of the project's private bond issue. In 1998 alone, Bear Stearns' public finance department lead managed 119 bond transactions totaling more than $16.6 billion. Among the highlights of the company's 1998 fiscal year were its lead management role in the Long Island Power Authority's $3.5 billion issue to finance the agency's partial takeover of the Long Island Lighting Company. Bear Steams' demonstrated ability to lead manage exceptionally complex and highly structured debt issues is also behind its top -ten ranking in the lead management of transportation issues. Lehman Brothers — Investment Banking ATD has assigned the underwriting of its private bond issue to finance the SR 57 Extension Project to Lehman Brothers, ranked among the nation's three largest specialists in the underwriting of complex transportation issues. In 1998 alone, Lehman Brothers served as underwriter and lead manager on 32 transportation issues totaling in more than $4.3 billion. Most important, the company has pioneered highly SR 57 Extension Project Team Profile Page eight successful strategies for the sound structuring of public-private partnerships emphasizing infrastructure project financing. Experienced in underwriting debt issues for both public and private sector entities, and in design/ build and turnkey settings, Lehman Brothers' track record in transportation issue underwriting includes the Dulles Greenway Project, the JFK International Terminal Project, the E-470 Public Highway Authority, Texas' Camino Columbia project, the Pocahontas Parkway in Virginia and the Greenville Southern Connector in South Carolina. Frank Wilson & Associates — Public Affairs and Public Relations It is critical that there is open and consistent communication with the variety of public and private constituencies impacted by the SR 57 Extension Project. Frank Wilson & Associates is ideally suited to serve as the project's information conduit to local, regional and state governments; the news media; business groups and citizen constituencies. With a broad, creative and experienced capability in public affairs, marketing, advertising and public relations, Frank Wilson & Associates enjoys national recognition as perhaps the leading marketing communications organization specializing in public and private transportation projects. Most notably, FW&A has been instrumental in the successful rollout, communication and public acceptance of most of the nation's leading toll highway projects. These include the firm's marketing communications and public relations work for the E-ZPass system in New Jersey and Delaware, the Leeway Electronic Toll Collection (ETC) project in Lee County, Florida, the West Virginia Turnpike ETC project, as well as the 1.15 Express Lanes project in San Diego. FW&A has also played key public communications roles benefiting the San Joaquin Hills Transportation Corridor and Foothill South Project, as well as the 91 Express Lanes in Orange County. W SR 57 Extension Project Feature Backgrounder Bom from the groundbreaking passage of Assembly Bill 680 in 1989, the SR 57 Extension Project stands as Orange County's best and most immediate hope to provide a direct transportation infrastructure link between the north and central Orange County community, John Wayne Airport, the South Coast metro area and the county's central coastal region. In so doing, the project represents a real opportunity to deliver meaningful congestion relief to Interstate 5 and State Route 55, as well as major surface streets in Santa Ana, Anaheim, Fountain Valley, Orange and Costa Mesa. Now, after almost two decades of incubation, the SR 57 Extension Project will soon embark upon the environmental study and planning phases that will ultimately determine the project's feasibility and future. Vision of AB 680 AB 680 was a groundbreaking piece of legislation crafted by the California Legislature. Its genesis arose from lawmaker recognition that the state's ever increasing demand for additional highway capacity simply dwarfed California's ability to fund such improvements in the wake of the state's tax revolt of the 1970s and 80s. Indeed, 10 years later, Caltrans believes the state's current highway infrastructure needs top $100 billion. AB 680 created a mechanism for the private financing and development of badly needed highways. The SR 57 Extension Project Within the spirit of AS 680, the SR 57 Extension Project represents a landmark opportunity to plan, design, finance, construct and operate a state-of-the-art toll expressway. And it provides a new chance to demonstrate that a cooperative alliance of state and local government agencies, private enterprises and sophisticated capital markets is capable of developing transportation infrastructure without burdening taxpayers. SR 57 Extension Project Backgrounder Page two As one of four demonstration projects authorized by AB 680, the SR 57 Extension Project is being planned under a franchise awarded by Caltrans. American Transportation Development, LLC, an Irvine, California-based company formed by Phoenix -based Interest Company, Inc. and Boise, Idaho -based Washington Group, International Inc., is the franchise holder. ATD is prepared to begin the environmental review process, which will define the final scope of the project. Both Interest Company, Inc. and Washington Group, International Inc., possess exemplary credentials in the successful development of complex public-private highway projects in the United States. In 1990, Caltrans originally awarded the SR 57 Extension Project franchise to the National Tollroad Authority Corporation (NTAC), an affiliate of The Perot Group. This franchise was subsequently transferred to ATD in the early summer of 1999. Caltrans approved the franchise transfer on October 1, 1999. The General Plan As it is currently contemplated by ATD, the SR 57 Extension Project calls for the development of an 11 -mile, four -lane elevated expressway commencing from the southern terminus of the 57 Freeway at what is commonly known as the "Orange Crush," and terminating at the San Diego (405) Freeway in Costa Mesa. During the 35 -year term of the project's operating franchise, the tollway will utilize both transponder -based electronic toll collection and automated cash collection technologies, and will employ a congestion -pricing model. Current plans envision the tollway limited to passenger vehicles only. The Potential Alternatives While four alternatives for the project have been developed and are under study, it appears that the preferred alternative from an environmental and political perspective is for the expressway to extend down the middle of the Santa Ana River Channel upon an elevated viaduct. This configuration plans for the expressway's southern terminus near the intersection of the San Diego (405) Freeway and Harbor Boulevard. Additional full interchanges at First Street in Santa Ana and SR 57 Extension Project Backgrounder Page three Warner Avenue in Fountain Valley are under consideration, as well as partial interchanges at Interstate 5 and the 405 Freeway. Other configurations to be studied in the impending EIR/EIS phase include expressway development along the bottom of the Santa Ana River Channel, non -river channel alternatives on either side of the Santa Ana River Channel, as well as development on the river channel's banks. Partial interchanges to SR 22, south of the 405 at Garfield Avenue into Huntington Beach, and at Melody Lane proceeding toward the Block at Orange will also be studied. ATD expects that it will take 48 months to construct the SR 57 Extension. Construction will begin after the EIR/EIS process is completed. It is anticipated that the EIR/EIS process will take between 18 and 48 months. The SR 57 Extension is expected to be open for traffic sometime between January 2006 and July 2008. Franchise Non -Compete Issues Recognizing the difficult political controversy surrounding non -compete clauses in existing franchise agreements between toll operators and Caltrans, ATD is proposing a relatively liberal non -compete clause favoring Caltrans' public trust requirements to maintain safe and adequate highways. The proposed non -compete clause gives Caltrans the right to expand for any reason the capacity of any State Highway with one exception: Caltrans would be prohibited from constructing a new continuous, limited access freeway connecting Interstate 405 or State Highway 73, and Interstate 5 or State Route 22. Proposed Ownership Structure Consistent with recent evolutionary trends in the industry, ATD is not seeking to retain its franchise rights to operate the SR 57 Extension. Rather, ATD envisions transferring its franchise rights to a California non-profit corporation established in cooperation with a local agency sponsor in exchange for the right to plan, design, and construct the project at a guaranteed, turnkey price Extension Project Backgrounder Page four within a guaranteed time frame. It is expected that this proposed ownership structure will save the project approximately $7 billion over the 35 -year life of the franchise. Vital to this ownership structure is the need for an anus -length transaction between ATD and the non-profit corporation that will operate the expressway. Within the framework of applicable IRS procedures, the non-profit corporation must be formed under the auspices of a "Sponsoring Entity," which itself must be a tax-exempt concern and the ultimate beneficiary of the expressway project. Through the non-profit corporation structure, the sponsoring entity is the authority, which must approve the terms and conditions of any debt offering to finance the project. Furthermore, the sponsoring entity must approve the creation of the non-profit corporation, as well as appoint and/or approve the non-profit corporation's board of directors. Within this framework, ATD believes it has a politically, legally and financially tenable solution to the public-private structure necessary to develop the SR 57 Extension Project. The non-profit corporation must transfer operational control of the project (SR 57) to the state upon the retirement of the corporation's indebtedness Project Cost and Financing While the final estimated cost to plan, design and construct the SR 57 Extension Project cannot be accurately determined without the establishment of mitigation measures and engineering specifications derived from the EIR/EIS process, ATD places preliminary project cost estimates at approximately $950 million. ATD has committed that its final guaranteed turnkey price will be subject to an independent review under the direction of the non-profit corporation and the financing underwriters. In return for the contract to design and build the 57 Extension Project, ATD will transfer the project to the non-profit entity at a cost that is both reasonable and customary for a SR 57 Extension Project Backgrounder Page live project of this nature. Upon project completion, ATD will have no monetary interest in the SR 57, including no claim to operational rights or operational revenues. Under its current plan, ATD will propose a two-tier financing mechanism involving: • Tax-exempt toll revenue bonds issued by the non-profit corporation. The issuance - to be sold in private investment capital markets - and its terms and conditions must be approved by the sponsoring governmental entity. • Federal bonds issued under the Transportation Infrastructure Finance Innovations Act (TIFIA), part of the landmark TEA -21 transportation reauthorization act passed by Congress in 1999. The act authorizes the Federal Highway Administration to provide credit assistance to major transportation projects provided the projects are new and generate revenues through user fees. This preliminary finance plan is predicated upon very early traffic and revenue projection studies. It assumes initial toll rates of $2.00 during peak hours and $1.50 during off-peak hours. These preliminary findings project first-year average weekday transactions of 96,500 representing nearly $25 million in annual toll revenue. Ultimately, early research anticipates approximately 135,000 average weekday transactions representing $118.9 million in annual toll revenues by 2030. It is important to note that the SR 57 Extension will serve an existing demand within central Orange County, and not be dependent upon future growth. At the discretion of the non-profit corporation, revenue generated by the project in excess of debt service and operations/maintenance expenditures will accrue to the public's benefit. Neither ATD nor any of its members and subcontractors will receive or benefit from any surplus revenues. SR 57 Extension Project Backgrounder Page six The Benefits of the SR 57 Extension Project It is clear that the public tax dollars to develop the SR 57 Extension Project do not exist. And without the public-private partnership model proposed by ATD within the parameters of AB 680, it is certain this vital extension will remain undeveloped for the next two decades. The alternative is to embrace this carefully conceived plan to develop Orange County's last major transportation link, to reduce surrounding highway and surface street congestion by as much as 10%, to create 1,600 construction jobs over a four-year period, and to prove that the State of California and the private sector can find common ground politically and practically in meeting the daunting mobility challenges looming in California's future. 81Y#