Conceptual Unsolicited Proposal

n
UNSOLICITED PROPOSAL
TO NCDOT FOR THE I-77
SOUTH EXTENSION
Prepared by Cintra Global SE and Ferrovial Construction US Corp.
February 11th, 2022
I-77 SOUTH EXTENSION PROJECT
Contents
Conceptual Unsolicited Proposal ............................................................................................................................................ 2
Project Description ............................................................................................................................................................. 2
Experience and Capabilities............................................................................................................................................... 5
Project Delivery Constraints ............................................................................................................................................... 8
Approach to Stakeholders ................................................................................................................................................ 14
Approach to Environmental Review ................................................................................................................................. 15
Economic Feasibility ........................................................................................................................................................ 17
Requirements/Expectations of the NCDOT ..................................................................................................................... 19
Risk Identification, Allocation and Mitigation .................................................................................................................... 20
General Disclaimer: This unsolicited proposal (“Proposal”) is being submitted in accordance with the North Carolina Department of Transportation
Public Private Partnerships Policy & Procedures (“Policy & Procedures”) dated January 9, 2014. Such Proposal and any related materials contained
herein have been prepared exclusively for the purposes of developing a plan in collaboration with Cintra and the consortium to improve congestion
relief in the State of North Carolina.
Estimates and forecasts derived from this Proposal are preliminary and will always be subject to significant uncertainties and contingencies.
Accordingly, neither Cintra (the term “Cintra” includes any of its affiliates and associates or their directors, officers, employees, agents, or advisors)
or any of the members of the consortium (the term consortium includes any entities which may join Cintra in the future) represent that estimates or
forecasts derived from this Proposal will actually be achieved or that the assumptions, variables, and other inputs used in this proposal are reasonable,
reliable, or accurate. Such forward-looking statements, including estimates, forecasts and projections, are based upon interpretations or assessments
of best available information at the time of writing. Actual events may differ from those assumed, and events are subject to change. Findings are time-
sensitive and relevant only to current conditions at the time of writing. Factors influencing the accuracy and completeness of the forward-looking
statements may exist that are outside the purview of Cintra and the members of the consortium. This Proposal is thus to be viewed as an assessment
that is time-relevant, specifically referring to conditions at the time of review, and has a validity period of one year, subject to any extension thereof at
our sole discretion. The North Carolina Department of Transportation (“NCDOT”) should make its own investigations and inquiries regarding the
uncertainties and contingencies which may be relevant to the Project and the impact that any change in assumptions, variables, or other inputs may
have on them. Neither Cintra nor any of the members of the consortium shall have any liability with respect to your access, usage or disclosure of this
Proposal. The analysis made and opinions expressed herein are based on sources, data, reports, and related information that are believed by Cintra
and the members of the consortium to be reliable and provided in good faith; however, no representation or warranty is made by Cintra or the members
or the consortium, expressed or implied, as to their accuracy, validity, completeness, or correctness.
Neither the Proposal nor parts thereof are intended for general circulation, publication, or reproduction without express written permission from Cintra
and the members of the consortium in each specific instance. This Proposal is hereby designated as “confidential” and Cintra requests NCDOT treat
the contents of the Proposal as confidential pursuant to G.S. § 132-1.2(1) and (9).
N.C. Department of Transportation

UNSOLICITED PROPOSAL: I-77 SOUTH EXTENSION PROJECT 1
Conceptual Unsolicited Proposal

Project Description
Background
Along with many other states in the U.S., North Carolina’s transportation infrastructure is aging and needs repair and
modernization. Safety and efficiency of the system are compromised, and there is a growing funding gap to complete
all of the repairs and the delivery of new projects pressingly needed. According to the NC Moves 2050 Plan, North
Carolina Department of Transportation’s (NCDOT) strategic transportation plan, the State needs an additional
cumulative investment of $55 billion through 2032 to achieve an excellent transportation network and the NC FIRST
Commission has indicated that this level of investment will require a 58% increase in funding each year.
The need for transportation infrastructure grows as population in cities increase. Charlotte, as one of the fastest growing
cities in the US, faces serious challenges to address population and traffic congestion growth. The population of the
Charlotte Metropolitan Region (“Region”) is estimated to grow from 3 million people in 2019 to nearly 4.6 million in
2050. This high population growth has an inevitable impact on congestion, which is expected to grow 30 more minutes
for every hour of commuting by 2045 (Travel Time Index of 1.5+).
According to the Beyond 77 Study, developed by the Charlotte Regional Transportation Planning Organization
(CRTPO), nearly 40% of entire Region lives within a 3-mile buffer of the I-77 corridor. Therefore, the regional population
growth will impact mainly the I-77 corridor, the backbone transportation connection in the region. The southern portion
of the I-77 corridor will face higher challenges as it already has bidirectional congestion at peak hours.
With more than 70 years of experience, Ferrovial, S.A. (“Ferrovial”), along with its affiliates Cintra Global SE (“Cintra’)
and Ferrovial Construction US Corp (“Ferrovial Construction”) is a team of industry-recognized transportation
developers, financiers, designers, builders and operators who bring the necessary expertise to drive innovative
approaches to address complex technical issues. Our core business is large, complex highway and Public-Private
Partnership (P3) projects, and specifically Design, Build, Finance, Operate, Maintain (DBFOM) managed lanes
projects. Our commitment to long-term infrastructure investment and sustainable management is demonstrated
through our investment and management philosophy that there should be “no long-term losses at the expense of
short-term gains.”
In this document, Cintra presents to the NCDOT a proposal for the I-77 South Extension Project, which will provide a
holistic solution to accommodate the anticipated population growth, reduce traffic congestion, and improve traffic time
reliability and safety in the I-77 Corridor. While we understand that this project would run through a competitive process,
which we support and are eager to participate, we are including in this document our proposed approaches for various
phases of the term to provide NCDOT with insights that result from our studies and experience.
Purpose and Scope of the Project
The I-77 South Extension Project (“Proposed Project”) consists of a holistic improvement of the I-77 corridor at its
southern section by adding 2+2 Managed Lanes (MLs) along 9.4 miles, from the I-277 intersection in north Charlotte,
to the I-485 outer intersection in the south of the city (“Segment”). The General Purpose Lanes (GPLs) will be upgraded,
and the existing free capacity would be maintained along both corridors in their entire length. Additional connectivity
such as ramps and new highway interchanges will be added, which will provide more reliable and safer trips for users.
The Proposed Project would widen the 8.1 miles from the I-485 Outer intersection to the W. Morehead St. intersection,
which currently has 3+3 GPLs to 10 lanes in total (3+3 GPLs and 2+2MLs). The remaining 1.3 miles of the segment
would be widened from 4+4 GPLs to 12 lanes in total (4+4 GPLs and 2+2MLs).
Our Proposed Project is based on existing goals and strategies pursued by NCDOT, such as the I-77 Reconstruction
Feasibility Study elaborated in 2015. However, our solution has an adjusted approach that aims to minimize the
resources needed for addressing the pressing need to mitigate the traffic congestion in the south of the I-77 corridor.

The Proposed Project will increase the capacity of the corridor

by adding 2 MLs per direction and keeping the existing free
capacity but considering full compatibility for future GPLs
expansion. Added capacity in the different sections of the
Proposed Projects can be seen in the Schematics diagrams
part of an Attachment to this Document.
We propose to deliver the Proposed Project through a public-
private partnership (P3) to design, build, finance, operate and
maintain the segment with fully transferred traffic risk for a
concession term of 50 years after construction completion.
The concessionaire would be responsible for the design and
construction, as well as for the operation and maintenance of
both the new MLs and the GPLs during the concession term
and handback of the asset to the public sector by the end of
this term, in safe and operable conditions with a remaining
service life that will minimize NCDOT costs. We propose the
concessionaire to be also responsible for the tolling
operations, the management of the MLs and provider of tolling
services and roadside assistance, but we are flexible and have
experience working in different scenarios of tolling risk
allocation.
The Proposed Project will reduce an existing problem in traffic
Figure 1. Scope of the Proposed Project congestion in the region, which represents annual delays of 54
hours in 2019, with annual costs of $1B+, according to the
2021 Urban Mobility Report elaborated by the Texas A&M Transportation Institute. Currently, the I-77 corridor has bi-
directional congestion at both AM and PM peaks. Speed at peak hours is as low as 25 mph, with 15-minutes delays.
Based on the NCDOT measurement, the Segment had 130k-150k average daily traffic in 2019. While the region is
growing at a fast pace, traffic on the Segment grew
only at about 0.5% annually since 2015, which
indicates that the Segment was at capacity.
The Segment also presents safety issues for
drivers. According to North Carolina DMV Crash
Report, in 2018 and 2019 Charlotte has been
ranked 1st among all the cities in the state that had
the most crashes. Specifically, within study limits
of the Segment, based on NCDOT statistics
between 2016-2020, there were over 1,500
crashes that occurred along the Segment. Our
Proposed Project will provide safety benefits
through a comprehensive set of improvements
such as upgrading the existing roadway, safety
elements, traffic management devices, separation
of traffic and dedicated connections.
Figure 2. Traffic congestion in peak hours in the Segment

From the “Beyond 77” Mobility Visionary Plan final report,

between 2018 and 2045, the area could anticipate up to
22% traffic demand increases. However, based on our
internal estimation, under a No-Build scenario, the Travel
Time Index (TTI) for the Segment would reach 2.3 by
2045. Alternatively, if the Proposed Project is completed,
the TTI in the Segment would decrease 17% by the
beginning of operations of the MLs, and by 26% by 2045,
compared with the No-Build alternative, as showed in
Figure 3. TTI in the Segment with built and no-built scenarios Figure 3.
Benefits to the State and NCDOT

Our Proposed Project is aligned with the goals, objectives and strategies from existing statewide plans. The Proposed
Project is also aligned with other projects already included in the 2020-2029 State Transportation Improvement Plan
(STIP), elaborated by the NCDOT, that includes projects to widen the existing roadway in the I-77 south section. The
project included in the STIP is supported by the I-77 Reconstruction Feasibility Project elaborated by NCDOT in 2015,
and addresses initiatives of other regional plans developed by the CRTPO (e.g., Metropolitan and Comprehensive
Transportation Plans and the Transportation Improvement Program).
Furthermore, our proposed solution is aligned with the NCDOT’s NC Moves Plan 2050, the Strategic Transportation
Corridor Prioritization Policy, in terms of offering a transportation alternative that uses new technologies to provide
social equity by offering MLs and GPLs that could be used by public transit; more efficient and reliable mobility by
reducing total travel times with minimum time fluctuations for all drivers; higher safety by offering a roadway in good
conditions; and environmentally sustainable, by reducing the overall GHG emissions caused by traffic congestion. All
of this can be achieved while maintaining a high-quality system and delivering the project with an accelerated schedule
years ahead of the timing that is envisioned in the State’s existing plans.
The I-77 South Extension Project is also aligned with objectives the City of Charlotte has set in its Charlotte Future
2040 Comprehensive Plan and its Transportation Action Plan, that envisions a higher use of multimodal transportation
that offers safe and efficient mobility in the middle and long term.
Along with these benefits, our proposed alternative will overcome one of NCDOT´s challenges mentioned in their NC
Moves 2050 Transportation Plan, such as having new sources of revenue for the funding of new projects. Moreover,
our solution would represent an additional source of funds that could be used in other key infrastructure projects as
our economic viability analysis shows that a substantial concession payment could be offered to NCDOT.
Our long-term vision for the I-77 South Extension Project goes beyond road improvements. The Proposed Project
is part of a broader strategy that includes key elements for future growth and mobility, not only in physical but also
digital infrastructure and intelligent transportation in an integral system. This proposal will deliver this critical project
15-years sooner than through conventional processes due to delivery contraints.
Our approach, defined as Managed Integrated Corridors, will enable other solutions such as enhanced connectivity,
integration with public transit such as bus rapid transit, or rail, incorporating new technologies (future-proof
infrastructure), Mobility-as-a-Service (MaaS), community enhancements and social infrastructure, as described in
Figure 4.

Figure 4. Holistic approach to Managed Integrated Corridors – Improvements that go beyond the road
Experience and Capabilities

Summary of the Organization
Ferrovial ranks among the world's largest transportation infrastructure operators. As of December 31, 2020, Ferrovial
had a market capitalization of $20.2B. Cintra and Ferrovial Construction have a long history of successful collaborations
on other similar P3 projects, proving to work as an integrated team. Our past collaboration and integrated management
approach provide us with the capacity to take on, quantify and manage long-term risks, quickly solve issues and enable
efficiencies throughout all phases a project while ensuring on-time and on-budget delivery.
For the Proposed Project, we envision a structure in which Cintra will play the role of the lead proposer and developer,
with Ferrovial Construction as the lead design-build firm. If needed, Cintra will team with other investors, design-build
contractors, consultants, and capable investors to join the consortium or collaborate at future stages to ensure that
adequate resources are deployed at every stage efficiently. This vertical integration and expertise enable synergy
across the entire project life cycle. We also consider collaborating with industry leading firms as advisors to support
the consortium and lenders in the preparation of the final proposal. This may include legal, technical, traffic and
revenue, underwriters, insurers, accounting and model audit firms. During the construction work and Operations and
Maintenance (O&M) phases, we envision to work with local subcontractors and Disadvantaged Business Enterprise
(DBE) firms for certain key activities, as we understand the importance of inclusion of local businesses to enhance an
economic growth in the region. Figure 5 outlines the structure of the proposer’s team during the different project phases.

Figure 5. Project Consortium during the project phases

Cintra Global SE – Transportation Infrastructure Operator and Developer
Cintra Global SE (“Cintra”) is one of the leading private-sector and long-term investors in transportation infrastructure
companies in the world, with experience spanning over 50 years in innovative highway development around four
continents. Cintra leverages its expertise in complex construction projects through its sister company Ferrovial
Construction and other industry partners. Cintra’s strong focus in innovation drives it to develop projects that enhance
safety, support urban mobility, reduce emissions, and reduce environmental impacts.
Cintra currently manages 24 projects across nine countries. In the US, Cintra manages over $11.5B of infrastructure
projects in the United States and more than $4.7B of infrastructure projects in Canada totaling approximately 2,100
lane miles. Cintra has full access to Ferrovial’s financial and management. As a result, NCDOT can benefit from a
partner that has the ability to collaborate throughout the life of the projects with its sister construction firm, Ferrovial
Construction.
Ferrovial Construction US Corp. – Lead Design-Build Firm
Ferrovial Construction US Corp. (“Ferrovial Construction”), formerly known as Ferrovial Agroman US Corp., is a
leading-edge global construction firm noted for innovation and ability to bring added value to clients. Ferrovial
Construction’s experience in North America started in 1999 and includes some of the largest, most complex
transportation projects in the United States.
In the last 10 years, Ferrovial Construction has been awarded 11 major design-build contracts in the US, totaling more
than $12.1B in construction value, including, the 26-miles express lanes on I-77 in north Charlotte, Serving as DB
Contractor in partnership with Webber, the $2.1B I-635 LBJ Express, $1.5B North Tarrant Express Segments 1&2
(NTE) and $1.1 billion I-35W Segment 3A Texas all were finished almost concurrently and opened for traffic months
ahead of contracted completion dates. Ferrovial Construction is currently performing as a DB Contractor for the
Transform I-66 Outside the Beltway project, the first major reformed P3 project in VA that includes the design and
construction of MLs and GPLs along 22.5 miles. On April 2021, Ferrovial Construction was awarded the $1.5B I-35
Northeast Expansion Central Project in San Antonio, Texas. Ferrovial Construction and its projects have received
numerous awards for safety, environmental stewardship, public relations, DBE engagement and design/construction.
For this project, Ferrovial Construction will participate as the Lead Design-Build Firm during the procurement stages
and as the DB contractor during the development and delivery phases.

Case Study: Lessons Learned in I-77 Express Lanes

Cintra and Ferrovial Construction already have experience in completing projects in the Charlotte Metropolitan Region, as both participated in the development and delivery of the I-77 Express Lanes project. From this project, several lessons were learned during the challenges
presented in the different phases. We want to leverage these experiences to improve our delivery for the Proposed Project, as we recognize to have a higher expertise in the region and how to deliver projects efficiently. In Figure 6, we summarize the experiences learned and
how we would leverage and apply them in our Proposed Project.
Figure 6. Lessons Learned in the I-77 Express Lanes project.

Project Delivery Constraints

This Proposed Project has several phases to be completed and each one includes different project delivery constraints
to be identified and overcome. We elaborate on these constraints in the following subsections. Based on our experience
in past projects, we propose the Preliminary Schedule with the major phases and milestones for the Proposed Project,
as seen in Figure 7. We assume the environmental NEPA process and permitting to take up to 24 months and will be
completed in parallel with the procurement phase, assumed to last up to 14 months, and a period between commercial
and financial close to last eight months. Design and Construction is assumed to commence at the middle of 2024, with
a construction period of five years, with operations commencing in July 2029. If this proposal moves forward, we will
perform a deeper analysis to build a detailed project schedule with all workstreams among stakeholders.
Procurement Phase
We understand the importance for the NCDOT to have a competitive and public procurement process and will proceed
in a manner as outlined with the NCDOT Public Private Partnerships Policy & Procedures. While we consider that, as
proposers of the present Unsolicited Proposal, we will be included on the list of Shortlisted Proposers, we recognize
NCDOT will need time for issuing Request for Qualifications (“RFQ”) to evaluate other Proposers. Therefore, we have
included the correspondent period for RFQ in the Preliminary Schedule, along with the period of Requests for Proposals
(“RFP”), in which we expect to further develop our proposal according to the RFP issued by the NCDOT, being a total
of 14 months for the procurement process. If awarded, we understand we would enter into a comprehensive
development agreement with the NCDOT towards achieving Financial Close. This period has also been included in
our Preliminary Schedule, considering a period to securing financing of eight months.
Design and Construction Phase
Construction staging
The Proposed Project runs in city environment throughout its whole length. On approximately two miles at the south of
the Segment, a grass median and two grass tertians have been identified, which will allow us to create a different
phasing than in the rest of the Segment. From this point on, the existing facility loses the grass median, which will make
the phasing more challenging as all the roadway widening would be done toward the outsides. Therefore, a combination
of utility work, structures and roadway work will be developed to complete the construction. The Segment has three
railroad crossings. Railroad bridge replacements will be undertaken at an early stage of the project to minimize the
impact on the schedule of the Proposed Project. We will also focus our effort on relocating as many utilities as possible
before starting the regular construction activities. Final overlay will be placed when the entire pavement widening is
complete to achieve the best quality of pavement surface possible. Based on these existing conditions, we differentiate
three main sections along the Segment:

1. South Section: that will go from I-485/I-77 interchange to Nations Ford Bridge, along approximately two
miles. In this section, we will move the existing traffic to the outside while working on the construction of the
MLs, as well as widening the structures over Sugar Creek and Arrowood Rd. At the same time, we will be
working on the new connector bridges in the I-485/I-77 interchange to provide ingress/egress to the MLs. In
a second phase, we will switch the traffic to the median using the new MLs while working on the pavement
section to complete the GPLs.
2. Central Section: which is the longest section, with around 5.4-miles, from Nations Ford Road bridge to the I-
277/John Belk Freeway. The main feature in this section is that there is not grass median to accommodate
the MLs. Therefore, phasing will be different than in the South Section. The traffic will be switched slightly
towards the median to perform all the necessary widening in the main lane to the outside and convert in a
second phase the existing interior lanes into two MLs in each direction. Multiple crossing bridges need to be
reconstructed to accommodate the new lanes’ configuration. Those bridges will be constructed in one or two
phases, always aiming to minimize the impact on the existing traffic. The South Tryon Road and Woodlawn
Road Interchanges challenge particularly the addition of the new MLs. Therefore, our design and construction
team will optimize and minimize the impact in the existing traffic while constructing the new bridges in these
interchanges. Woodlawn Bridge will have direct access to the MLs like the one constructed at Hambright and
Lakeview interchanges in the I-77 Express Lanes. The Central Section also has two railroad crossing bridges
that will need to be replaced to accommodate the new lanes configuration. Upon completion of the
replacement of the bridges and new GPLs widenings, traffic will be switched to the outside to complete the
necessary work in the MLs.
3. North Section: which runs along 2-miles from the I-77/ John Belk Freeway to south of LaSalle Street and
contains the reconstruction of the two interchanges between the I-77/I-277, making this area one of the most
complex in the project. A combination of multiple new bridge connectors and reconstruction of existing bridges
in both interchanges will be constructed in distinct phases to accommodate and minimize the existing traffic.
These new bridges will create the necessary space to widen the main lanes towards the outside to create
enough room in the median to complete the MLs and the new access ramps to either the MLs or from/to I-
277 main lanes. The bridge at W. 5th will have direct access to the MLs. While constructing the different
interchange phases, the portion in between the interchanges will be constructed in the same way as the
Central Section, which means moving traffic slightly to the median to widen the main lanes to the outside.
During this first phase, work in the Irwin Creek area will be necessary along the south bound lanes to
accommodate the necessary widening. Once phasing permits, traffic will be shifted to the outsides allowing
space to complete the MLs in the median. One railroad bridge needs to be reconstructed in this section, which
will be done in concurrence with the other railroads crossings that exist in the Central Section.
We have also identified the following key features for the Proposed Project:
 Right-of-Way (ROW) acquisition: we will leverage prior experience on I-77 Express Lanes project where,
through layout modifications and the use of retaining structures, we eliminated acquisition of 90% of the total
parcels anticipated. Specifically, we will consider these measures to reduce or eliminate ROW acquisition on
Uptown Charlotte, between John Belk Freeway and I-277/ Brookshire Drive north interchange, Marie G. Davis
Middle School, Revolution Park Golf Course, Southside Park, Abbott Park, Bryant Park, Frazier Park,
Biddleville Park, between Clanton Rd and Billy Graham Pkwy, and between I-485 and W. Arrowood Road.
 Utility Relocations: we will leverage our experience on the I-77 Express Lanes project where, through layout
modifications, the use of retaining structures and protection of the existing utilities like encasing CLT water
and sewer lines, we eliminated 85.6% of the total utility relocations anticipated.
 Railroad Crossings: the Proposed Project includes three railroad crossings, two of them operated by Norfolk
Southern and one operated by CSX. It also crosses over the Gold Line light rail on W. Trade Street. We have
experience in coordinating with railroad companies and we understand the challenges and time involved.

Through coordination with NCDOT, as part of the I-77 Express

Lanes project, we eliminated two railroad crossings, which
allowed construction works to start earlier. In other projects we
have completed in TX, such as the NTE1, 2W and 3A, we
successfully coordinated with five different railroads (including
Norfolk Southern and CSX) on the construction of two new rail
bridges and eight bridges over the RR and were able to deliver
the project on time.
 Irwin Creek: we will leverage our experience in the
Irwin Creek relocation, including early verification of the FEMA
model, identification of stream impact avoidance and
minimization, agency coordination, and recent past
construction experience within this watershed, which included
culvert extension, MSE wall construction, floodplain storage
mitigation, new bridges, and aerial utility crossings of Irwin
Creek.
 FEMA Floodplains: the Segment crosses several
FEMA floodplains that will require extensive coordination with
the NCDOT Hydraulics Unit during the design phase. Our team
developed the HEC-RAS models immediately downstream of
the Proposed Project and will leverage the lessons learned
during prior approvals under NCDOTs MOA with FEMA. Our
experience in delivering/obtaining MOA approval in the
Charlotte Metropolitan Region for the I-77 Express Lanes
project under review of the current State Hydraulics Engineer
Figure 8. Preliminary features identified in the Segment
provides us with unique experience in this region.
 Residential areas: The project widening will bring the roadway closer to residential areas in Wesley Heights, Wilmore,
Clanton Road and Nations Ford. To minimize impacts to these areas retaining walls and noise barriers would be
considered.
In Figure 8, we indicate the location of the different features preliminarily identified in the Segment of the Proposed
Project. We envision to minimize any potential impact to them by leveraging our expertise in past projects.
Approach to ROW acquisition
We aim to reduce or eliminate the ROW acquisition described in the section above with our approach to ROW
acquisition. Cintra’s successful and proven ROW approach will both reduce cost and expedite delivery of the project
ROW, while maintaining sensitivity to all project shareholders, especially property owners and displacees.
Our proposal regarding ROW is for the concessionaire to initiate, perform, and manage in coordination with NCDOT
as the project sponsor. We have significant experience in carrying out ROW activities in the US. Cintra’s
Concessionaires have successfully completed the ROW acquisition and relocation process on six large-scale
infrastructure projects in the US, totaling more than 1,100+ parcels (1,900 acres). The most recent ROW acquisitions
and relocations are show in Table 1.
Table 1. ROW Experience
Number Number Value Schedule
Project
of Parcels of Relocations (million $) (months)
NTE 1 &2W, Texas 299 259 $220 24
NTE 35W, Texas 100 139 $100 22
I-66, Virginia 260 12 $50 24
I-77, North Carolina 67 16 $7 24

ROW Acquisition Services Approach

We propose Cintra to perform all ROW-related processes in coordination with NCDOT and in conformity with the
Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act or URA), and
all current amendments to the Uniform Act. All current NCDOT regulations, policies, and procedures, as set forth in its
Right of Way Manuals, and used in the acquisition process for all roadway and/or highway projects, will be applicable.
Other federal, state, and local laws, where applicable, will also be observed.
Cintra’s ROW team goal is to limit the number of parcels affected by the project through an innovative design approach.
Our strategies include implementation of quality control and assurance plans, as well as our commitment to facilitating
and negotiating with the property owners. The success of the acquisition process begins with right-of-way mapping
and early coordination with property owners. The tasks encompass surveying parcel and right-of-way boundaries;
preparing parcel descriptions, field notes, and parcel sketches; conducting title research, appraisals and interviews
with owners; and obtaining right of entries. We envision to carry out the ROW works in three phases, as showed in
Figure 9.
Figure 9. ROW acquisition phases

NCDOT-Certified Appraisers
Cintra will secure the services of NCDOT-certified appraisers to evaluate the properties to be acquired and prepare
reports on NCDOT appraisal forms. Cintra will present initial offers and conduct “good faith” negotiations, document all
owner contacts on Negotiator Reports and advise property owners of the administrative settlement policy procedure.
Condemnation Process, If Required
We will schedule and attend parcel purchase closings, or prepare final offer letters to purchase and, if an owner rejects
the final offer, submit a NCDOT Condemnation Package and assist NCDOT through the entire process.
Relocation
Our relocation agent will contact displacees and businesses to help determine special needs for comparable
replacement housing, provide housing and commercial market information and assist displacees with relocation to
decent, safe and sanitary replacement housing.
Approach to utilities relocation
We propose to lead a task force that manages design working groups and utility consultants to support our design build
team on the identification of impacts to utilities in the ROW and define its relocation. This task force will work during
the project development phase, in which the design team will review potential utilities impacts, investigate and propose
mitigation strategies and determine initial feasibility for avoidance or minimizing impacts.
Preliminarily, we have identified different utilities such as transmission lines, optical fiber between Tyvola interchange
and the railroad crossing of Northfolk Southern, at the north of the Segment, as well as in different crossings like in S
Tryon St and W Woodland Rd bridges, which may be relocated depending on the relocation of these crossings. We
also consider there will be different underground utilities (e.g., water and sewer systems) whose precise location and
potential relocations will depend on further analysis for the design of the Proposed Project.
For any work that is outside the ROW covered under a utility agreement, we propose working with the utility owners to
obtain permits as appropriate while coordinating with the NCDOT utilities team. NCDOT, as ultimate owner of the
facility, would be part of any negotiation needed with the utility owners. In order to mitigate potential impacts to the

schedule of the project and utility owners’ operations, we anticipate starting this process as early as possible by
circulating draft agreements among the affected utilities during the project development phase, followed by the
completion of those agreements once the NEPA process is completed.
Operations and Maintenance Phase
This proposal considers a complete takeover of the O&M responsibilities on the Proposed Project, including GPLs and
MLs and collector roads, based on a complete fence-to-fence operations and maintenance approach. Our experience
in the I-77 Express lanes project allows us to align our interests to those of NCDOT by having the concessionaire self-
perform all O&M activities. This ensures that the return on equity investments from the Developer are tied directly to
the long-term performance of the Proposed Project. This approach incentivizes the Cintra-led team to enable
innovations and efficiencies that not only increases value-for-money to NCDOT, but also gives NCDOT complete
control over the performance of the asset.
Approach of O&M during Design and Construction Phase
Our approach to O&M starts as soon as we enter in the development phase by having Cintra working closely with the
Design-Build contractor to form task forces that focus on the incorporation of lifecycle considerations at the early stages
of the design development (i.e., pavement design, appropriate treatments of existing sections, enhanced asphalt mixes,
compliance with performance standards). These same lifecycle task forces will continue during the design and
construction phases to refine the development solutions and evaluate additional considerations by reviewing designs,
developing standards, establishing specifications and performing field inspections.During the design and construction
phases, the concessionaire will build a new O&M facility that will include a Traffic Management Center (TMC). In
addition, the concessionaire will perform the required O&M activities in agreement with the Design-Build contractor.
O&M phase
Cintra’s approach to O&M is to self-perform. The concessionaire’s on-site O&M organization will service the Proposed
Project fence to fence. This will provide immense qualitative benefits in terms of efficiency of operations and reduction
of challenges, both communications and operations-wise. It also facilitates coordination and delineation of O&M scope
limits, which result in quicker maintenance response, timely roadside customer assistance, improved safety and higher
overall level-of-service for motorists. For example, by performing in-house the traffic control operations on MLs and
GPLs will allow the concessionaire to maximize the traffic flow and minimize the time disruption in case of incidents or
scheduled closures, maximizing level of service along the Segment. A secondary benefit will be the cost savings and
operational gains realized by NCDOT as a result of not being responsible for maintenance on the GPLs.
Leveraging our O&M experience in the I-77 Express Lanes, before the O&M phase, the concessionaire will
engage in building out and training its in-house roadway maintenance team, consisting of Maintenance Managers
and Supervisors, Maintenance Technicians, Roadside Assistance Technicians and Mechanics.
Cintra will ensure that key personnel such as Maintenance Managers and Supervisors are knowledgeable and
experienced in NCDOT’s standards. The concessionaire will also procure all necessary vehicles and equipment.
Regarding tolling and field systems architecture, Cintra develops a proprietary Back Office System (BOS) solution
through Cintra Tolling Services (CTS), which will be responsible for O&M during the term of the concession. CTS’
extensive experience developing BOS for our MLs projects across the US (e.g., NTE Segments 1&2, LBJ and 35W, I-
77 and I-66 in Virginia) provides certainty for the success of starting operations with minimal issues. Minimizing
reputational risk is the key driver for the BOS O&M. Cintra’s approach to Field Systems Maintenance (i.e., gantries,
ITS equipment, TCS, CCTV, DMS, TRS) is also self-performed in order to ensure minimal issues that could result in
loss of coverage at the TMC due to outages from the roadside equipment.
Redundancy is a key factor in Cintra’s network architecture, to ensure the same robustness under all
circumnstances. Cintra will implement an Asset Management System (AMS) that will be based on final design and
construction to track the highway elements’ performance and expected life.

The AMS will support preventative, routine and capital maintenance initially defined during procurement and then
refined over the design and construction period. During O&M, the AMS database will be updated based on inspections
and asset conditions data. This allows the concessionaire to track the asset performance and make data-based
decisions in relation to major maintenance activities. The AMS also allows the O&M team to create service requests
coming from different stakeholders such as the NCDOT, cities in the I-77 Corridor, travelling public, among others, as
well as to track and record the response to the different ongoing requests. At the end of the term, the AMS, along with
a complete asset history over the term, will be handed back to NCDOT.
Continuous improvement
Cintra’s approach is to provide a service that goes above and beyond the contractual performance requirements.
Continuous monitoring of the different assets provides data that is used to improve the service of the users. This
approach provides valuable information that is shared between the different Cintra’s concessions and is accordingly
included in the new projects during the DB and OM phases. This allows the concessionaires to improve the operations
of its asset towards providing high levels of reliability and safety for drivers of the GPLs and MLs. For example, in the
I-77 Express Lanes project the following initiatives are being
implemented:
• In addition to Incident Response, our O&M crews are
providing Roadside Assistance, including courtesy services
as emergency gasoline or tire change for the express lanes
and GPLs with average response times, being as low as ten
minutes. Response times for incidents have gone
consistently below requirements, which minimizes traffic
disruption and maximizes traffic flow.
• Incident analysis developed with different sources of
data (TMC, Traffic Data, Weather Data) allows the
concessionaire to identify hot spots in the Segment,
understand the main reasons why incidents are occurring
and provide potential solutions (i.e., improving signage,
illumination, restriping, added pavement markings) that,
upon discussion and approval by NCDOT, are finally
Figure 10. Example of hot spots visualizations in the I-77 deployed, fully funded by the concessionaire in the entire
Express Lanes, 2020 Segment.
• Continuous monitoring of Incident Response, looking for improvement gaps in the sequence of the incident
and the response if key for the lessons learnt process.
• Increased asset inspection frequency, which allows both NCDOT and Cintra-led team to understand better
the service life of the assets for accurate long-term budgeting.
• Operations’ efficiencies program shared between concessions during the O&M phase, such as:
o Guardrail, concrete barrier and noise walls openings to improve maintainability.
o Area identification where manual mowing is unsafe.
o Delineator’s performance monitoring, analyzing different types of delineators and implementing
those that perform above the standard in frequently hit areas.
o Road maintenance equipment innovations (i.e., attachment to maintenance trucks for herbicide
spraying).
• Environmental initiatives like solar panels in the maintenance facilities and toll gantry areas.
These initiatives that have already been tested would also be implemented in the I-77 South Extension project.

Preliminary O&M Cost Estimation

Cintra’s experience in self-performing O&M activities brings value to developing O&M cost models. Four projects in
USA and three in Canada are already in different ages of the O&M phase. Throughout the term, the concessionaire
will use Cintra’s proprietary software, THORS, to supplement the AMS in benchmarking the Project’s performance
against a library of Cintra’s other infrastructure assets trying to maximize resource efficiencies. This gives Cintra in-
depth knowledge of real cost information in different states that enables Cintra to forecast how costs will perform during
the O&M phase. The estimated O&M costs are considered as part of our renewal works program and are based on
local contractors’ pricing from available bidding data and our experience in the I-77 Express Lanes project. The cost
forecasts are usually developed several years in advance and are updated periodically through the concession period.
We have developed a preliminary costing model that is benchmarked with existing concessions which has been used
to calculate the costs that are then included in the financial model.
Approach to Handback
At the completion of the O&M phase, we will handback the facility to the NCDOT in safe and operable conditions with
a remaining service life that will minimize NCDOT costs. This will be accomplished through innovative O&M strategies
throughout the term as well as a robust Handback Maintenance Works Program that will include, among others,
resurfacing the pavement of the entire facility as well as bridge refurbishment. In addition, a Residual Life Methodology
Plan will be submitted to NCDOT before the end of the O&M phase, and Residual Life Inspections and Testing will be
conducted within the last five years of the 50 years concession term. These plans cover:
 Pavements – the pavement renewal work plan is established to demonstrate the achievement of the condition
goals at handback for the MLs and GPLs. Our last renewal cycle will be from years 47 to 50.
 Structures – for the handback year, new bridges and culverts shall meet a minimum NBIS condition rating of six
or better for all elements including deck, superstructure and substructure. For existing bridges and culverts, a NBIS
condition rating of five will be met.
 ITS/ETCS – regular software and hardware updates will guarantee the ITS and ETCS functionality so that all
related performance requirements are met for all systems components, including the residual life at handback of
seven years.
 Road Assets – All other infrastructure assets shall be in good and operable condition at handback.
As the handback date approaches, we will launch a set of joint comprehensive inspections and assessments with
NCDOT to establish an asset condition baseline, transfer operational knowledge, define any required rehabilitation
as well as perform a final inspection to document compliance of handback requirements.
Cintra will enhance the handback works by offering to go beyond the handback requirements and the typical assets
service life. For instance, in the I-66 Outside the Beltway. project, Cintra’s proposal included a detailed Handback
Maintenance Works Program with a complete pavement reconstruction of the main lanes and shoulders of the MLs,
which will provide a remaining life of 30 years.
Approach to Stakeholders
Cintra fully understands the pivotal importance of public outreach and stakeholder engagement, especially given the
unique and varying characteristics of the heavily traveled I-77 South corridor. The execution of an effective public
information, engagement and communications strategy is critically important, and we are exceptionally well prepared
to enhance NCDOT’s efforts to minimize risks and leverage opportunities. In partnership with NCDOT, we will
proactively engage stakeholder groups to thoroughly inform and share information with the public early in the
development of the project from the time the contract is awarded through completion of construction. Key messaging
and education on the project delivery, financing and benefits of congestion relief approximately 15 years
sooner than forecast due to funding constraints will be critical in gaining public support.

The joint approach that NCDOT and Cintra implemented for stakeholder engagement proved very successful
during the construction of I-77 Express with examples of well-attended community meetings, municipal monthly
construction meetings and public events.
Cintra and Ferrovial Construction will each have a public communications manager. Ferrovial Construction will also
have a supplemental communications team to assist with construction communications, including photos and video. A
local public affairs firm will provide additional support to the project team.
Several important stakeholder groups are already identified as key partners and vital to the success of the I-77 South
Extension Project including the CRPTO, North Carolina Turnpike Authority, City of Charlotte, local legislators, Town of
Pineville, Charlotte Center City Partners, Charlotte Regional Business Alliance, Johnson C. Smith University, Norfolk
Southern Railroad and the Charlotte Area Transit System (CATS) to name several.
Our proven success in working with neighborhoods affected by construction was and still is very visible on the I-77
Express project. We have formed long-term partnerships with several neighborhoods that were most impacted.an
expanded community garden and a first-ever noise wall public art project in Genesis Park and initiating the creation of
a meditation garden in Greenville. These are legacy projects developed in collaboration with these neighborhoods.
Long-term partnerships with nonprofit organizations along the corridor have also been formed. Along the I-77 South
Extension Project, Cintra has started to identify potential neighborhood initiatives and community partnerships.
With a strategic approach to engage with each customer and recognizing that every community will have different
needs and priorities based on geography and population, our team will leverage its locality and experience in
deploying robust outreach efforts with tactics like issue-specific work groups, area-specific work groups, and
Citizen Advisory Teams, promoting a two-way conversation and establishing trustworthy and lasting relationships.
Empowering these groups during the early stages of design when alterations are possible can meaningfully improve
the project at modest cost and with minimal impact to the schedule while cultivating goodwill with stakeholders.
Opportunities to provide workforce development on this project are also key to its success. Cintra and Ferrovial
Construction will work with local organizations who are focused on education, training and job placement; local high
schools, colleges and universities and neighborhoods along the corridor to develop a training program for individuals
interested in construction so they have the opportunity to learn skills before hiring for construction begins. For example,
the I-77 Express lanes project is in collaboration with Cleveland and Gastonia Community Colleges for O&M training.
Ferrovial, the ultimate’s parent company of Cintra, has paid more than $1 billion to DBE firms working on its projects
in the U.S. The I-77 Express Lanes project exceeded its DBE goal with 41 DBEs receiving more than $123 million.
Working in partnership with NCDOT’s DBE efforts, our goal is to increase the DBE participation on the I-77 South
Extension Project by working with local organizations and contractors to engage more minority contractors.
Approach to Environmental Review
We understand the specific challenges associated with performing the studies requested by the National Environmental
Policy Act (NEPA) on a project involving support from a private developer. We anticipate that the Proposed Project will
go through the NEPA process. In the following subsection we elaborate in the NEPA considerations for this project.
NEPA/SEPA Considerations and Mitigations
We expect that NCDOT will sponsor and perform the NEPA studies and proceed with the EIS filling through Record of
Decision (ROD). We propose to collaborate with NCDOT to the maximum extent that NCDOT considers appropriate
to ensure there is no conflict of interest that would prevent our team from bidding but, at the same time, our technical
and financial synergies are incorporated in the environmental approach. We propose to collaborate with NCDOT, to
the extent possible, in activities such as scoping the project, gathering data, defining the purpose and need, evaluating
of alternatives, selection of preferred alternative, environmental and community evaluations, mitigation strategies,
documentation for review process, environmental management and environmental permitting.

To minimize impacts to the community, including the physical and natural environment once the detailed studies
are completed for NEPA, our team will carefully review all constraints along the corridor and, where feasible,
implement measures to avoid and minimize impacts where unavoidable.
We will deploy various strategies during development to accomplish this, including the utilization of MSE walls as well
as steepened and engineered slopes, as well as other engineering optimizations to minimize the horizontal project
footprint as much as practicable. These strategies will minimize additional ROW needs and associated impacts to
resources such as residential and business properties, community parks and activity centers, historic resources, FEMA
floodplains, and corridor water resources.
In addition, during the development of the project, special attention will be given to all environmental resources within
the Project ROW such as wildlife or sensitive waters of the U.S. to avoid any impact on them. This will be achieved by
evaluating all the potential environmental risks and impacts of the construction, operations and maintenance activities,
and developing specific standard operations procedures to ensure their control, mitigation or elimination.
Permitting
In addition to the NEPA approvals, it will be necessary to obtain multiple environmental approvals/permits during project
development. Our team recognizes the importance of working closely with NCDOT in order to obtain these approvals
in a timely manner, as in most cases, NCDOT is the permittee. These approvals include but are not limited to the ones
described in Table 2.
Table 2. Environmental Permits needed during project development
Permit/Approval Description
Due to the parallel nature of Irwin Creek to the proposed project improvements, it is anticipated that an Individual
Permit (IP) will likely be required for permanent and temporary fills to jurisdictional waters, although our team will
analyze impact minimization opportunities to try to keep impacts within nationwide permit limits, if at all possible.
CWA Section 404 Permit, USACE
NCDOT will be the permittee; however, we will prepare the permit applications and support NCDOT fully during
agency coordination. Our team successfully collaborated with NCDOT on our I-77 Express Lanes project to facilitate
IP application and approval.
This certification will be sought in parallel with the Section 404 Permit. As noted, our team will coordinate with NCDOT
CWA Section 401 Water Quality
to define the storm water management measures needed to ensure water quality and will support NCDOT fully during
Certification, NCDWR
agency coordination.
There are multiple FEMA floodplains within the Proposed Project area. Close coordination between our team and
NCDOT will be required to facilitate timely approval. Based on our experience with Irwin Creek in this watershed, we
FEMA floodplains, NCDOT MOA know that this will be a challenging approval process that can potentially delay construction. We will advance the
development of the HEC-RAS models per our design and initiate NCDOT collaboration as soon as sufficient design
is available.
Our team has worked closely with multiple DOT agencies in multiple states to implement erosion control on
complicated linear developments. Each state/site/project presents unique challenges for erosion control. The
Proposed Project’s site presents challenges such as constrained widths and limited area available for temporary
NPDES Construction Stormwater
sediment basins and silt storage. We will design erosion and sediment control plans to comply with the construction
Discharge Permit NCG 010000,
general permit in close coordination with the NCDOT Roadside Environmental Unit, leveraging the relationships, trust,
NCDLR
and knowledge gained during the I-77 Express Lanes project. During construction of that project, we performed such
that ZERO NOVs, ICAs, C&Ds or other environmental actions were issued regarding erosion and sediment control,
earning the entire contract incentive for environmental performance.
Based in our previous experience for getting these permits/approvals, we estimate they will be obtained within the
project development phase, in a period of up to 18 months, as showed in Figure 11.

Economic Feasibility
Market Outlook for Private Financing
The financial plan for the Project will comprise a mix of sponsor’s equity and third-party debt. We have seen that usually
the most efficient financial structure includes a Transportation Infrastructure Finance and Innovation Act (TIFIA) loan
and the issuance of Private Activity Bonds (PABs).
PABs are bonds issued by or on behalf of local or state government for the purpose of financing the project of a private
entity. NCDOT will be required to apply for the allocation but all costs will be covered by the Project. The main
advantage of PABs is its tax treatment (exemptions from federal tax, although Alternative Minimum Tax (AMT) applies),
lowering the yields required by the bond investors. The total amount of such bonds is limited by law so, an allocation
for a sufficient amount of PABs will be needed for the project. On November 15, 2021, Infrastructure Investment and
Jobs Act signed into law, effectively increasing the available PAB authority from $15bn to $30bn with such increase
available for new projects looking for financing.
As an alternative to PABs, the issuance of taxable bonds has proven to be a competitive source of funding for
infrastructure project if PABs are not available or the funding requirement exceeds the allocation of PABs. Those can
be issued in the form of municipal bonds or under the 144a rule. Cintra has experience in both of them as has already
issued $872m of taxable muni bonds for NTE in December 2019 and $608m of 144a bonds for LBJ in December 2021,
achieving market-leading rates for debt costs and maturities. The possibility of using taxable debt ensures that
competitive financing can be delivered even if PABs are not available or not enough.
Public Financing Sources
This Project will be fully funded with private capital, comprising a mix of sponsor’s equity and third-party debt.
Consequently, Public Funds will not be needed either during construction or operation period. No public funds from
NCDOT are anticipated to be required to implement the Proposed Project. According to our current assumptions
for the Proposed Project, a concession payment of $211m would be offered to the NCDOT. Only support required
will be the ability to tap into the federal credit assistance provided under the TIFIA debt program, without actual federal
funds being required. This TIFIA-debt will be project-linked, without any recourse to North Carolina.
The TIFIA program provides federal funding for qualified projects of regional and national significance. That funding
can be structured in several forms, the most common support provided for P3 projects is through a secured (direct)
loan. Generally, the amount of federal credit assistance may not exceed 33% of total reasonably anticipated eligible
project costs. Including TIFIA in the structure provides two main advantages:
1. Very competitive pricing. Precedent shows that a TIFIA loan is, by far, the cheapest available source of funds.
2. Flexible repayment terms, which, together with a long term tenor (up to 35 years plus construction period)
brings additional resiliency to a toll revenue project financing, especially in the ramp-up period of the project.
TIFIA requires two investment grade ratings for its loan. We have extensive experience with the main rating agencies
and have successfully obtained investment grade ratings for five different debt issuances since 2017 for over $5bn.
Cintra is very experienced in securing TIFIA loans and PABs which for the reasons described is the cheapest mix of
funds for these kinds of projects. This ultimately benefits the NCDOT as having a more competitive financing translates
into a higher concession payment.
Estimated Total Project Cost
The first step towards the construction of the sources and uses of funds for a project was to determine all the costs to
be incurred to successfully deliver it. Typically, construction and O&M phases are differentiated.
The construction phase civil works have been estimated by Ferrovial Construction and the Cintra’s in-house Design
and Construction, and Operations teams have estimated the rest of the costs during construction (e.g., ROW, Tolling
and ITS, Building, O&M During DB, and Advisors), using decades of similar highway projects in the U.S., a robust set
of benchmarking, our knowledge of the local market and recent experience delivering I-77 Express Lanes.

The O&M phase costs, both Opex (e.g., Overheads and Administration,
Roadway Direct Maintenance, ITS/ETCS Infrastructure, Toll Collection
Costs, and Insurance) and Major Maintenance Capex (e,g., Roadway,
Structures, Road Asset Replacement, Building, Equipment, and
ITS/ETCS), have been forecasted by the Design and Construction, and
Operations teams of Cintra. All financial costs and assumptions made by
Cintra are based on the experience of past bidding processes and the
current and foreseeable market conditions.
The second step was to determine all the sources of funds necessary to
cover all the costs. In this step, we can also differentiate two periods. First,
during the construction phase, PABs, TIFIA, and Equity will be the three
main sources to cover all the construction costs. Based on our experience
in similar projects, we have the capabilities to estimate the best
combination of PABs, TIFIA, and Equity that will enable the project’s debt
to be granted the category of investment grade by nationally recognized
rating agencies. In the following sections we elaborate in the different
sources of funds considered.
The main assumptions for TIFIA and PABs are shown in Table 3.
Table 3. Main financial assumptions for the Proposed Project
Financial
TIFIA PABs
Assumptions
Base rate 1.94% 1.69%
Margin 0.01% 1.75%
Total / Coupon 1.95% 4.00%
Tenor Construction + 35 years 40 years
Repayment Flexible Amortization Principal repaid in the last 10 years
Figure 12. Sources and Uses of Funds

As customary in this kind of projects, our financial structure considers
reserve accounts that we have commonly seen in similar recent transactions. These include a Debt Service Reserve
Account, Handback Reserve Account, Major Maintenance Reserve Account and Ramp Up Reserve Account. In
general, the financing structure and debt sizing criteria are done in accordance with our previous experience in order
to get an investment grade rating. For further details, please refer to the Summary of the Financial Model and the
Financial Model in .xlsx format provided as an Attachment to this Proposal.
Our financial model is based on Cintra’s primary proprietary tool which is used to forecast the future performance of
the new traffic-risk investments and the portfolio assets. It brings together all the experience that Cintra has acquired
in its more than 50 years of developing and managing transport infrastructures. To ensure the most competitive solution
for NCDOT, we would run different scenarios to determine which solution offers more value. It will be our goal to
maximize the amount of the calculated concession payment offered, to achieve the greatest value for money to
NCDOT.

Requirements/Expectations of the NCDOT

Based on the scope of the Proposed Project and the project phases we describe in the previous sections, in Table 4 we provide further detail on the role and responsibility allocation between the Developer/Concessionaire, NCDOT, the NC Turnpike, the CRTPO and any
third parties for the fulfillment of the main functions during the key phases. This preliminary analysis will be expanded through collaboration with the entities mentioned.
Table 4. Responsibilities' allocation among stakeholders
Phase Activity Developer/Concessionaire NCDOT NC Turnpike CRTPO Third Parties
Development or Pre-construction activities Collaborates with NCDOT in the development of the project Lead development activities Participate Review and provide inputs N/A
Negotiation of Interim Agreement Negotiate Lead negotiations Participate N/A N/A
Development
Preliminary design/schematics Prepare if needed Review and approves Participate Review N/A
Prepare preliminary documents for NEPA process and
NEPA process Lead, sponsor and formally submit Participate Provide inputs EPA review and approve
support NCDOT
FHWA coordination and approvals Support Lead N/A N/A FHWA review and approve
RFQ and RFP Participate Lead Process and Select Proposer Participate N/A N/A
Negotiation of Comprehensive Agreement or any other Lead negotiation and coordinate with other
Procurement
Negotiate Participate N/A N/A

agreement appropriate to the Proposed Project public agencies and third parties
Financing Negotiations (TIFIA/PABs) Support Lead N/A N/A N/A
Financing plan Prepare Review and approve N/A N/A
Project Management Plan and yearly updates Prepare Review and approve Review related sections Review and provide inputs N/A
Design and Construction Manage Lead oversight Inform and consult Inform and consult Inform and consult
Quality Assurance and Quality Control Perform Review and approve N/A N/A Inform
Conduct design reviews, oversight, and quality audits Perform Inform and review Review Review Review
Review, approve and coordinate with any third Review, approve where impacted, consult and
Site access and permits Perform N/A Review, approve where impacted
parties support
Design and Construction
ROW cost Responsible Inform N/A Inform where impacted Inform where impacted
ROW acquisition or easements Perform Inform, support, and approve N/A Inform and consult where impacted Inform and consult where impacted
Utilities coordination, cost and schedule Perform Inform N/A Inform Utilities inform, review and approve
Lead, support developer, inform, review in
Permitting Prepare permit applications and support NCDOT Review related activities Inform, review, and approve where impacted Inform, review and approve where impacted
approval, submit
Maintenance of traffic Perform Inform, review, and participate where impacted N/A Inform, review and participate where impacted Inform and consult where impacted
Incident Response, Inspection, Patrolling Perform Inform and review N/A N/A Inform
Maintenance of existing infrastructure Perform Inform and review Inform and review Inform, review and participate where impacted Inform, review and participate where impacted
Winter Maintenance N/A Perform N/A N/A N/A
Rehabilitation of assets Perform Inform and review N/A Inform, review and participate where impacted Inform, review and participate where impacted
Community Outreach and Stakeholder Engagement Perform and Support Lead and Perform Inform Inform Inform
Operations and Maintenance
Perform and manage Inform and review Inform Inform and consult where impacted Inform and consult (adjacent facilities)
(GPLs and MLs)
Major renewal works Perform Oversight and report review Inform and review Inform and consult where impacted Inform and consult (adjacent facilities)
Operations and Maintenance
Routine works (repairs, replacements and cleaning) Perform, report and inform Report review Inform and review Inform and consult where impacted Inform and consult (adjacent facilities)
Incident Response (motorist assistance and obstructions) Perform, report and inform Report review N/A Inform and consult where impacted Inform and consult (emergency responders)
Patrolling Perform Report review N/A Inform and consult where impacted Inform and consult (adjacent facilities)
Inspections Perform, report and inform Report review Inform and review Inform and consult where impacted Inform and consult (adjacent facilities)
Winter maintenance N/A Perform N/A N/A N/A
Toll transaction Provide transactions data Allow tolling Review N/A N/A
Commercial Back office (collection) N/A Inform Perform N/A N/A
Road Enforcement Perform Inform Inform N/A N/A
Customer Service N/A Inform Perform N/A Perform

Risk Identification, Allocation and Mitigation

Based on our experience in previous projects, we have identified several risks for the Proposed Project during its different phases. In Table 5, we provide the preliminary risks identified and those stakeholders that can best mitigate those risks.
Table 5. Preliminary Risk Identification
Allocation /
Risk Identification Project Phase Description of the Risk Mitigation Strategy
Responsible
Schedule Risks
Co-locate Lead Design-Build Firm key design members with NCDOT; agree on design principles before design commencement; foster transparent and constant
Extensive design submittals under an accelerated design schedule requires a fully integrated
communication with stakeholders and the public to gain first-hand knowledge of their goals and expectations and incorporate those in our DQMP; seek opportunities NCDOT / Lead Design-Build
Design acceptance Design DB/NCDOT team to resolve comments in a timely manner. Risk would be schedule delays
for over-the-shoulder reviews and comment resolution; clear escalation ladder; comprehensive quality management program; ensure all parties commit to the Firm
and/or additional costs.
project’s schedule and to provide the necessary resources to meet deadlines.
Construction and demolition activities associated with the three railroad crossing bridges Early coordination with NCDOT and railroad entities (RFP stage) to obtain preliminary engineering agreements; engage railroad entities on design advancement
NCDOT / Lead Design-Build
Railroad permitting and coordination Design and construction operated by Norfolk Southern and by CSX that will need to be replaced to accommodate the new review and input; expedite and enforce Railroad Agreements to be made by NCDOT; designate a dedicated railroad coordinator/single point of contact and hold
Firm
lanes configuration. Risk would be schedule delays and cost overruns. regular coordination meetings to ease coordination and accelerate temporary right of entry for field investigations; fund RR staff and/or design reviewers.
Unknown field conditions can cause design and construction sequencing changes after RFC
Unknown field conditions Thorough review of RID information provided by NCDOT; conduct extensive investigation to characterize geotechnical and soil conditions and increase
plans have been issued. Risk would be schedule delays and/or increased costs related to
(geotechnical, drainage, hazardous Design and construction understanding of existing conditions (drainage, hazardous materials, field survey) through the procurement phase; perform additional thorough geotechnical Lead Design-Build Firm
redesign, additional remediation costs and impacted construction activities due to unforeseen
materials or other physical constraints) investigation in coordination with design of major elements such as structures; leverage our local knowledge to mitigate risk of unknowns.
conditions.
Conduct extensive investigations during RFP stage; acquire Quality A and B subsurface utility engineering information in coordination with design advancement of
Impacts to construction and demolition activities due to limited available information (design and
major elements such as bridges, drainage and pavement; develop a utility matrix and approach to key utilities impacted by construction; account for Utility relocation NCDOT / Lead Design-Build
Utility relocations Design and construction construction sequencing changes). Risk would be schedule delays and/or additional costs due
activities in the Preliminary Project Baseline Schedule; prioritize utility relocations with projected long lead times and ensure close coordination with project schedule; Firm
to unforeseen conditions.
protect utilities in place in lieu of relocation whenever possible.
Coordinate with NCDOT and local authorities and conduct traffic analyses to establish reliable volumes and traffic patterns; develop a high quality, geometrically
safe design that minimizes the number of traffic shifts, reduces overall construction duration and ensures efficient traffic flow during all times; model temporary traffic
Management of traffic Construction Traffic schemes to allow for construction activities. Risk would be impacts to the flow of traffic. Concessionaire
patterns and monitor performance and make adjustments as needed; proactively communicate and provide regular updates on construction activities that impact
traffic flow.
Financial Risks
Availability of TIFIA for the project Bid phase and financial close TIFIA not considering the project eligible or not obtaining final approval to lend to the project. Engage TIFIA in the early stages of the project ensuring they get all the information they need related to the project. NCDOT
Once TIFIA provides a term sheet before the bid submission, the bidders can use that in their
Terms and conditions for TIFIA loan Bid phase and financial close bid. However, there would be still a risk that TIFIA changes their terms included in the term sheet It is expected that protection is provided to bidders against changes in the final conditions of TIFIA compared to the term sheet provided at bid phase. NCDOT
after the project is awarded and before financial close.
Request the allocation for the project at early stages of the bid process so it can be obtained before bid submission. An additional mitigation is the availability of
Availability of PABs Bid phase and financial close Allocation of PABs for the project is not achieved or it is not enough. NCDOT
taxable bonds that can replace the expected PABs if the allocation is not obtain.
The assumptions used by bidders for base rate and spread on cost of debt change from bid
Base rate and spreads of debt Financial close It is expected that protection is provided to bidders against changes in the base rate (100% protection) and spreads (75% protection) on the project agreement. NCDOT
submission until financial close
Environmental Risks
See Permitting Section above. Early coordination is essential to demonstrate avoidance, minimization, and mitigation measures at each crossing of waters of the
Agencies determine that required permits cannot be issued to the project, or delay in
Permit issuance Design US. Engage the agencies early and regularly to identify and incorporate agency input. We will evaluate/implement a phased permitting approach to advance NCDOT
review/issuance.
construction early.
Prepare effective erosion and sediment control plans for the work, develop and implement an environmental protection training program for construction phase, and
Pollution during construction Construction Water pollution from sediment discharges. Concessionaire
ensure plan implementation with ample oversight. Additionally, diligence with temporary and final stabilization installation will minimize offsite sediment discharges.
Air and water pollution for the use of herbicides. Disturbance of wildlife during trimming activities. Implement environmental protection training during to personnel in charge of maintenance activities. Use environmentally friendly products for herbicide treatment
Pollution during maintenance activities O&M Concessionaire
Water pollution during equipment cleaning and maintenance. for cleaning and minor maintenance. Use of efficient and low-impact methods for cleaning equipment.
Stakeholder Risks
Supplement outreach efforts with issue-specific work groups, area-specific work groups, and Citizen Advisory Teams, promoting a two-way conversation that allows
Reputation Management Design, Construction and O&M Toll opponents and stakeholders directly impacted by the project. NCDOT / Concessionaire
citizens to be part of the design process.
Conduct media introduction and education meetings with the communications team so they know who they will work with for project updates, provide project
Several reporters and media outlets in the Charlotte area have not been supportive of toll lanes, information in easy-to-use format, and set expectations early in the project.
Media Relations Construction and O&M NCDOT / Concessionaire
even after working with them to provide education and information. Produce more in-house video content that can be shared with the media and shared directly with stakeholders and the general public, managing the key messages
for the project.
Other Risks
The current I-77 managed lanes project has been a political issue that has come up in recent Cintra will proactively seek public input at every stage of the project’s planning, development, construction, operations, and maintenance. Cintra’s long history of
Political Risk Development and Bid gubernatorial elections. We should anticipate this proposed project will also become a political successfully delivering infrastructure projects has taught us the importance of seeking public input early and often in the process. In addition, we will team with Developer
issue. NCDOT to explain the value of a P3 project to the North Carolina taxpayer.
Not having enough human or logistics resources to carry out the project, especially in tasks that
Commercial Risk Design and Construction Adjust the size of the scope of work and balance it with the actual capacities of each subcontractor. Partner with local NCDOT construction companies. Lead Design-Build Firm
are in charge of different subcontractors.
Misuse of HOV discount can reduce toll lane capacity and inflate dynamic toll pricing, unfairly
HOV Enforcement O&M Install occupancy detection system. Ensuring customers are using HOV 3+ discount appropriately. Concessionaire
increasing tolls for other vehicles in the express lanes.


Conceptual Unsolicited Proposal - I-77 South Extension Project

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Conceptual Unsolicited Proposal - I-77 South Extension Project

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n

N.C. Department of Transportation

N.C. Department of Transportation

The Proposed Project will increase the capacity of the corridor

N.C. Department of Transportation

From the “Beyond 77” Mobility Visionary Plan final report,

Benefits to the State and NCDOT

N.C. Department of Transportation

Experience and Capabilities

N.C. Department of Transportation

Figure 5. Project Consortium during the project phases

N.C. Department of Transportation

Case Study: Lessons Learned in I-77 Express Lanes

Figure 6. Lessons Learned in the I-77 Express Lanes project.

N.C. Department of Transportation

Project Delivery Constraints

N.C. Department of Transportation

N.C. Department of Transportation

Through coordination with NCDOT, as part of the I-77 Express

N.C. Department of Transportation

ROW Acquisition Services Approach

Figure 9. ROW acquisition phases

N.C. Department of Transportation

N.C. Department of Transportation

N.C. Department of Transportation

Preliminary O&M Cost Estimation

N.C. Department of Transportation

N.C. Department of Transportation

N.C. Department of Transportation

N.C. Department of Transportation

Figure 12. Sources and Uses of Funds

N.C. Department of Transportation

Requirements/Expectations of the NCDOT

Negotiate Participate N/A N/A

N.C. Department of Transportation

Risk Identification, Allocation and Mitigation

N.C. Department of Transportation

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