LOOP 375 BORDER HIGHWAY WEST EXTENSION

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LOOP 375 BORDER HIGHWAY WEST EXTENSION Texas Transportation Commission

Project Scope Design, construct & maintain 9-mile extension of Loop 375 Two lanes each direction, the majority of which are on elevated structure Toll road on new alignment (refined length of ~6 miles) From Racetrack Drive to US 54 Interchanges at Executive Center Boulevard, Spur 1966 and Coles Street Option Install anti-icing system on mainline bridges, connecting ramps and the EB Paisano Drive to EB Loop 375 direct connector Racetrack Drive 2

Additional Project Components Comprehensive Maintenance Agreement Three 5-year terms (1 st term is mandatory) All assets, right of way to right of way Includes routine, preventative, and lifecycle maintenance and incident management Railroad Relocations UPRR 10,000 feet of mainline and 2,000 feet of setout track BNSF One mile of cross-over track US Customs and Border Protection Relocations Towers with security cameras and equipment Security camera on water treatment plant Security lighting and cameras along the border Hazardous Material Sites ASARCO site Former CEMEX property 3

Procurement History July 26, 2013 Issued Request for Qualifications (RFQ) October 31, 2013 Short-listed four proposers December 20, 2013 Issued final Request for Proposals (RFP) March 20, 2014 Received four technical and financial proposals April 7, 2014 Received four price proposals Recommend Conditional Award 4

Submitted Proposals* - ABRAMS-KIEWIT, JV Equity Owners: J.D. Abrams, LP + Kiewit Infrastructure South Co. Major Non-equity Members and other team members: Kellogg, Brown & Root Services, Inc. (Major) Roy Jorgensen Associates, Inc. (Major) ACI Consulting Clark Condon Associates, Inc. CSJ Engineering Associates, LLC CultureSpan Marketing Frank X. Spencer & Associates, Inc. Fugro Consultants, Inc. Hicks & Company Environmental/Archeological Michael Baker, Jr., Inc. + Omega Engineers, Inc. Professional Service Industries, Inc. RODs Surveying, Inc. Structural Engineering Associates, Inc. Universal Field Services, Inc. URS Walter P. Moore Wilson & Company, Inc. *alphabetical order + firm employs former TxDOT Executive Director 5

Submitted Proposals* - BORDER HIGHWAY MOBILITY PARTNERS Equity Owners: Walsh Infrastructure, LLC Walsh Investors, LLC Major Non-equity Members and other team members (including Guarantors): Archer Western Sundt, JV (Major) Archer Western Contractors, LLC (Major) Archer Western Construction, LLC (Major)(Guarantor) Sundt Construction, Inc. (Major) Infrastructure Corporation of America (Major) Parsons Transportation Group, Inc. Brown & Gay Engineers, Inc. Lopez Marketing Group, Inc. PaveTex Engineering and Testing, Inc. O.R. Colan Associates of Illinois, LLC AIA Engineers, Ltd. Dan Brown and Associates, PC Professional Service Industries, Inc. TranSystems Corporation Consultants Construction Technology Laboratories, Inc. ECM International, Inc. Mandy Vassigh Engineering, Inc. Solaray Engineering, Inc. Adastra Ecological Services, Inc. Parkhill, Smith & Cooper, Inc. Martinez Engineering Group ROE Engineering, L.C. Wiss, Janney, Elstner Associates, Inc. Moon Won *alphabetical order 6

Submitted Proposals* - CAMINO FRONTERA CONSTRUCTORS, JV Equity Owners: Zachry Construction Corporation Skanska USA Civil West Rocky Mountains District Inc. Major Non-equity Members and other team members (including Guarantors): DBI Services, LLC (Major) Parsons Brinckerhoff, Inc. (Major) Alliance Geotechnical Group, Inc. Bridgefarmer & Associates, Inc. Cobb, Fendley & Associates, Inc. Conde, Inc. Frank X. Spencer & Associates, Inc. Hicks & Company Quantum Engineering Consultants, Inc. Skanska USA Civil Inc. (Guarantor) Solaray Engineering, Inc. Terracon Consultants, Inc. Tolunay-Wong Engineers, Inc. *alphabetical order 7

Submitted Proposals* - RIO BRAVO DEVELOPERS, JV Equity Owners: Fluor Enterprises Ames Construction, Inc. Austin Bridge & Road, LP Major Non-equity Members and other team members (including Guarantors): AECOM Technical Services, Inc. (Major) Rio Bravo Builders (Major) Aguirre & Fields Construction AMEC Environmental & Infrastructure, Inc. Austin Industries, Inc. (Guarantor) Fluor Corporation (Guarantor) GRV Integrated Engineering Solutions LLC Huitt-Zollars, Inc. Jordan Foster Construction Kleinfelder Central, Inc. PE Structural Consultants, Inc. Maldonado-Burkett Intelligent Transportation Systems, LLP Pinnacle Consulting Management Group, Inc. Raba Kistner Infrastructure, Inc. RailPros Sanders/Wingo Advertising, Inc. The Transtec Group, Inc. Venegas Engineering Management & Construction, LLC Villaverde, Inc. *alphabetical order 8

Evaluation of Proposals Implemented a pre-established and rigorous procedure to evaluate and select the proposal that offers the best value Separate pass/fail, technical and price evaluations Evaluation subcommittees provided scoring recommendations to the Evaluation Selection Recommendation Committee (ESRC) ESRC provided scoring recommendations to the Project Steering Committee Project Steering Committee reviewed ESRC recommendations and made final recommendation to Commission 9

Apparent Best Value Determination Price includes design, construction, option and maintenance Technical score is based upon Technical Solutions as well as the Project Management Plan and Safety and the Quality Management Plan Total Proposal Score: Price 80 points + Technical 20 points ------------------------------------------------------- Maximum 100 points Apparent Best Value = Highest Total Proposal Score 10

Evaluation Results Summary Detailed evaluations resulting in. 11

Best Value Recommendation Abrams-Kiewit Joint Venture Equity Owner: J.D. Abrams. LP and Kiewit Infrastructure South Co. Major Non-equity Members and other team members: Kellogg, Brown & Root Services, Inc. (Major) Roy Jorgensen Associates, Inc. (Major) ACI Consulting Clark Condon Associates, Inc. CSJ Engineering Associates, LLC CultureSpan Marketing Frank X. Spencer & Associates, Inc. Fugro Consultants, Inc. Hicks & Company Environmental/Archeological Michael Baker, Jr., Inc. Omega Engineers, Inc. Professional Service Industries, Inc. RODs Surveying, Inc. Structural Engineering Associates, Inc. Universal Field Services, Inc. URS Walter P. Moore Wilson & Company, Inc. 12

Evaluation Results Summary Abrams-Kiewit, JV....95.07 pts Border Highway Mobility Partners. 87.72 pts Rio Bravo Developers, JV...85.04 pts Camino Frontera Constructors, JV...74.74 pts 13

Evaluation Results Summary Abrams-Kiewit Joint Venture Development Price (Design-Build): $ 448,269,621 Option Price: $ 34,261,850 Maintenance Price, Years 1-5 (estimated): $ 10,737,766 Maintenance Price, Years 6-15 (estimated): $ 51,237,845 Total Contract with Option: $ 544,507,082 14

Next Steps Negotiate final terms of Development Agreement Negotiate final terms of Comprehensive Maintenance Agreement (COMA) Approve contract for development, design, construction and maintenance of the project Construction completed within 1,095 days of NTP1 [Exercise option for anti-icing system determination must be made at contract signing] Commission will be asked to approve final contract later this Spring 15

Evaluation Team TxDOT Strategic Projects Division Ed Pensock Katie Nees Dieter Billek Dawn Scheel Scott Spradlin Bill Reichert Frank Holzmann Sergio Garcia Carol Luschen TxDOT Office of General Counsel Claire McGuinness TxDOT Debt Management Office Ben Asher Deborah Fleming Jonathan Hurst TxDOT El Paso District Office Bob Bielek Ken Barnett Jonathan Concha Edgar Fino Rebecca Pinto Tomas Saenz Eddie Valtier TxDOT Division Offices Dacio Marin (Bridge) Jane Lundquist (Design) Jaime Gandara (Construction) Camino Real Regional Mobility Authority Scott McLaughlin Advisors Nossaman, KPMG, Jacobs 16

Questions? Staff recommends and requests Commission approval of this minute order. 17