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Fiscal Year 2013 Application

UNITED STATES
DEPARTMENT OF TRANSPORTATION
Fiscal Year 2013 APPLICATION FOR FEDERAL CREDIT ASSISTANCE
'Iransportation
lnfmsftucture Financ and lnnoration Act
Background: This form is to be completed bt eligible applicants for fede.al credil assislance under th Transpotation
lnliastmcture Finance and Innolation Act (TlFlA). as anended, invited to sub it an application by the U.S. Depannenl of
TransDortation (DOTJ.
The TIFIA stalute is codified uDder 23 U.S.C. 601-609. Ihe DOT $ill usc the colleded
infomaiion to evaluate and select recipints for credit assistance as authorized undr
'lll'lA.
Appiicarrs nay be asked to
provide addilional supportirg elidence o. to quantit delails during the revieu and negoiiation process. Ifany information
submitled. or rcquested 10 be submitled. changes aller ihe applicarion is subnilled. the applicanl $ill updale its applicalion
accordin-qly. Punuant to the recenily enacted Moving Ahead for Progfess in the ?lsl Century Acr (MAP-21). the DOT
announced the availabiliry of $l.7s billion {$750 million in Fedeml Fiscal Year (lY) 2013 funds and $1 billion in FY 201,1
tunds (and any funds thal rnal be available nur prior fiscal years)) to provjde TIFIA credil assislance for eligible pro.jects.
Only after a project sponsor has subnified a Leuer of InreresL and the DOT has deternincd that a projecr has met or is
likely to neel all statutory eligibilitt requiremenls will the proiecr sponsor be invited to submir an application. N{AP 2l
contains atimeline for assessing applications for credit assisrance.
Charges: The DOT may require reinbursenerl for er?enses related to senices prcvided by the DOT's ou$ide advisors in
conneclion witl the evalualion ofthe TIFIA Letter ofInlercsl. elaluation ofthe TIFI]\ applicalion. dd negotiation ofrhe
TIFIA transaclion documenls.
Format: Applicalions nnrsi prolide aLl rcquested infotuarion dd sill nor be reliewed ifincoftpleE, which rhe DOT shall
confirn *ithin 30 days afler ftc date ofreceipt oithe applicador Applicarions should be provided in rhree hole punch
binders wirh sections and labs followinsthe seqrence shoin in the alplication checklisr.
SubmissioDr A cop] of lhe conpleted appiication fo
4
wilhour attachments, should be senr by email to
TllrAcreditaddol.qov. Hard coples ofthe compleied apptication (including a computcr diskette (CD) containing elecrronic
le$ions of the etui.e applicatior with attachments as well as separale worknrg files for Scclion D and Exhibir VILrt
^OT
in PDF ot "tutu6" rmdl)
should follox'the eleclronic submission. as furrher deiailed in this section- and should
be sclt to lhe atlention of Mr. DuaDc Callender. TIFIA Joirt ProEan Office. Federal Hi-shway Adminisrration. HITJ,
Roon E61-101. 1200 Ne\ JeAey Arenue. SE, washingron. DC, 20590. Appljcarts are ad\lsed to urilize an express mail
or courie. delivert serlice to ensure delive.y confimation oflhe package The application checklisi appearing oD the nert
page ofthis applicalion fo.m specifies ihe numbef olcoples
(plus
origtual) requi.ed for each section. The DOT requires
9!s
original hard copy subnission of the complete alrplicaiion package with all supporling exhibits and relaid
docunenlaron. As noted on the checklist on the follo'ling page,
!l
additional hafd copies oflhe conplered aplUcarion
form. withoul attachmenls are required. Onll aftcr a project sponsor has subrnilted a Leller of Interest and the DOT has
determined dral a project has nlet or is likely ro mcer all sraturory eligibilitv requirennB sill the projecl sponsor be invited
to submit an application. Please nole lhai an invitation by 1he DOt to submit an applicarion does no1 gua.otee rhar a
proiect \ill fcceive TIFIA credit assistmce. which renarns subject to a
lroject's
coDrrrued etigibiliq,.
please
check the
TIFIA website regularly to idedjf) updated guidance and apptication materials.
Selection: The DO'I'S selection of a pfoje for parlicipation in the TIftA program does not
jmpt) jhrt
the DOT has
apprcved all elements proposed in the apllication. For example. the DOT ma), require changes in dre project.s financial
plan proposed in the applicatio!. Provision ofcredit Nsisrance is $rbject to negolialion ofa crdit agreement on ieths and
cond'tions satisfacrorv in all resDects to thc DOT.
Inlormation Requests: Ifar applicant desires thal anv infomation subnrified in ils application or any supplement therelo
not be released by the DOT upon request fronl a nember ofrhe public or olher$ise made publlcty avajtabte, the appticant
must so slatc aDd sel fofih any reasons why such lnformarion is confldetuial and should noi be released, inchding
partrculars as to any compelilile harn which would potentially result from the release ofsuch infomation. The DOTwjtl
keep such infbnnation confidenlialto the exterl pe nilred by law.
Warning: 11 is a crime to knowinely make falsc sratenents to a Federal agercy.
perahies
upon corviclion can include a
line and imprisonme!1. For delails. see 18 L.S.C. 1001. Nlisrepresenlation of malerial facts may also bethe basis for
denialoflinancial assisrance by rhe U.S. Departnent of Transpofiation.
Page I
,t
rrAcredtprusnm
Fiscal
year
2013 Application
APPLICATION CHIJCKLIST
,\n applicaiion nLrsL inchrde the lbllo'!ing irms
Seclion 1: Conta(tlntorn.tion t:
stdion B; Proje.l I torm,tun
I P,orc.l Drru,rtof
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r.ojectPurpos.
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('red
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7 lr.jad Nlrn{Ecncnr ind Co
dranre\lont.rtn:pta.
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tl
sccdonc: s,infa.tionof tligibiti6 R.qxireEtn6
L Creirnroidtrtrs{ leco\enant. corcr.!.rrqrrcnoni. Dveshonlradrrirng(rtl
I Fod' lrineGh ps tl[r,\kr.r Prhtrc afd t[de lN.norenl
:l l:rrah e P'oleciroPtu..d xlr lianicr Dilc or rrt Reduced Lrle.\.l.cons
.r
Redu.c dre (
onlr b!!on 0IFlc{aLtirart AsN.n.c
i Lrtronn'rn(l R$ rer (N rPAr
,a Pctuir!drd AppFr ah
? T.rrl]odalon Plann,ng rnd lr.e.arrn ng Prorcs ApFi.!aL tSTlt lmlTlPl
I Con$n.lronContrtngPrlcc*R.adi.r*
scrtion Di linrin.i Plln(nrlude Er..uhblt Elccr'onic \()'rPDl, liltt
I [nnkiciCal\{] rbject Co$ ,\D.tr.ldrd trlI of(;.drr,\$Etrn.e Requ*led
] \Iou.l.f ltFJ1 ,\$ nan.. Rcquened
I Sunmrn Lab c Sou($ rnd irses olFunds
I Cish flNr |rt, rona
j
Supplemenlar_r'Nadaf !e Orherllo,ro\rdFunJi
6 Supplcm.nl..r Natrafre R.v.ntr. SorrrestrnchLd ng pt.d!.d rcpilDrcnrsortrcj
i Fioposed Tems lor rhr Rrquc{ed lttlA CEdr tN(umrnl
3 Re.nins inr Sel.cnng dr. lropos.d lJ-pctsj or Cr.Jnt.dmnent
9 Fl.\rhl,ir n lrnar.ral Pld ro Srppon a Rrdu.ed Perce:t ot I ILA
(rcJ[
rrr R5r"sanrMr!uh srateercs
stdjon L: ADDlirrnl\ orsrnizanonl strudurc
L llr[eround ljnlmuti.f ani]Lrs.l Atrlh.rix.
2 O:ganizatof rnJ \ranogcnfn
I lrhdEnr\ NliScrr. d\ App,canttllbt. s.r(tragetut !rprvale s.crorim)
.1
lidre Appli.anldrc Srne lrnrq asdt Bono{er td{ai1Droro.l l.an ncr..rn
6 ID,.riJ abirlu
I to
t2
L
-srrponrneDo.trr.nlnrof PFtc.rPuf's.
I Suppodiiglrr(rnemaroi Frrf.nrgDo.trr-..ns
L
f\h.hn \
rihibit\I strppomng DNunr.ftilLo0 Orhcr Aff.rpard F(DLlr
I \hihr \II
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Lrlibn1III \upporriLr lri.uDrcnraliori lrelefu. aid Cor
prorr*oii
Itrhibil IX PrlplsrdT.n5 iorrhc RertrereJ L t Afr.d,r t.slrum.0L
Llhibil\ SupponigDocunr.ntarnrr Icga Ar$ortrl
It\hibit\l OrsanL2ronr
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han
E\hibil\II Atrditd frnan.iaL sdeirens finlr.
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Page 2
UlftP|nftd'lilfipdb'bn
Fiscal Yeur 2013 Applicttion
SECTION A: Contact tnforn$tion
Provide the following infomation and inclMe this sheel as rie first page ofthe apllication. Ifihe Applicant is different
ftonl th. expected Bonower, please pfovide inlbnnatlon for borh panjes.
1. Applicant's LegalName:
Metropolitan Washington Airports Authority
2. OlhefNames under Which ApplicanlDoes Business:
3. Federal T:Lx Identificarion NLr ber (to be used ro determine
ri'hether the applicant is deLinquent or tu dfauh on any
Fedemldebt. ii accordance with 31 U.S.C.3701, et seq. and 5 U.S.C 552a ar note):
52-1513553
4. Business Address:
1 Aviation Circle, Washington, DC 20001-6000.
5. Maillng Addrss (ifdifferent ftom above) include both U.S. mailing addfess and courier (i e.. no P.O. Bo:r) address:
6. Contac!PersonNanrei
Andrew T. Rountree
7. Contact Person Tllle:
Vice President for Finance and Chief Financial Officer
8. Mailing Address for Conlaci Person (irdiffcrent {rom abo\):
1703t
417-8710
(703) 417-8995
11. E mail:
Andrew.Rountree@MWAA.com
Page 3
Fiscal Year 2013 Application
SICTION B: Proiect lnfornation
I ProjectNane. Assign a shot nameio ihe projecr, forpLrrposes ofidenlificaiion.
The Dulles Corridor l\,4etrofail Project ("DCl\rP" or'Rait Project' or
'Project
).
2. Location. Descdbe the location ofthe projecr, including major inrersecling highs'ay and rail routes, and atrach a map
as Exhibil l. Include the nme(s) ofdre counties rhat i|e prcject will setre.
The ,4etrcpolitan Washington Airports Aulhodty (Aitporls Authority), in cooperation with Faidax Couniy
Loudoun County, and ihe Commonwealih of Virginia (the funding partners) and ihe Washington l\,,letropolitan
Afea Tfansit Authority (W|\,4ATA) is constructing a 23.1-mi e $dension of WMATA'S 106-rni e lMetrorait systern
The Project wi i run from a location on the current l\4etrorail Orange Line near the West Fatts Church Station in
Fairfax County to Du les Internalionai Airpod then beyond the airport to Route 772 in Loudoun County The
Project is being constructed in lwo Phases
-
Phase 1 divefges from the existing l\4eirorail Orange line neaf the
curent West Falls Church siation to Wiehle Avenue in Reston. Viroinia.
phase
2 conttnues fron Wiehle Avenue
rl Fairfa\ CoJnly to Roure /22 in eastern LoLdoun County.
The Project will serve Faidax and Loudoun Countres. A projeci map has been pfovided as Exhibit L
This secllon requests narative information and two exlibits. The list below should be included in the application packet
with reslonses attehed and nunbered to correspond !o the rclevani item. Total narrative supponing Section B should not
exceed 8 pages, excludinsthe e{ibits.
3. Project Description. Describe the need for the prcject, its basic desisn features, and tr'hat il will acconplish. hclude
an arsessmenr ofthe curent condilion of all rranspoftarion facilities relating ro rhe project. lfthe project's curent
scope dife.s fiom whal is described in its environmental documents, please explain.
Need for the Proiect: The Dulles Corrldor is home to severalofthe most dynamic and growing activiiy centers
in the Washington metropolitan area, including the high-densrty office buitdings and regional shopptng centerc of
Tysons, the residences and sububan office cbinplexes of the Reston-Herndon area, and an emerging
residentialand employmeni center in eastem Loudoun County.
Travel ir the coftidor has grown
steadily over the lasi 20 years, straining the capacity of the existing
Aansportation network and causing delays and tncreased travel iimes between activrty centers within the
coridol and the regror. lvlany of the major roadways in the corridor are currenfly at evel-of-service E and F
du ng peak periods.
Planned roadway enhancements In the Dulles Corridor are not expected to relieve {he
cufent levels of congestion and the ability ib furlher expand roadway capacity beyond the planned
implovements is constfained by right,of-way timitations and federal aif quality standards.
The Project offerc a wide tange of transportatton and mobitity benefits, which inctude travel time savtngs
between the corridor and the region's core and sububan activity ceniers, improved mobiliiy for transit-
dependeni riders and reverse cornmuteTs, suppott for air quaiity and energy conservation goals, futufe iransit-
ofiented development and job groMh,
and an impfoyed ovell quality of liie.
pqiig]LECelgfgli
The Project includes eleven new siations
-
four in Tysons Comer, four in Fa rfax County, one
ai Dulles Iniemalional Airport and two ln Loudoun County. Fairfax Couniy secured financing for an underground
paftrng garage and other public facilities al the Wieh e-Reston East IVIetro statron by entering into a partnership
wiih a prrvate developer at lhe site. Simltar strategies are being exptored fof the five pa*ing structures to be
ocated at Phase 2 stations (the County,Funded Elements).
usEP4rtddr'#Poddon
Fiscsl Year 2013 Applico on
The Ptoject also includes the procuremenl of 128 new railcarc, additional parking garages along the alignment,
expansion of the exlsting West Fals Church maintenance yard, construction of a new mainienance yard at
Dulles Internatioral Arrport, traction power substaiions, tie-breaker stations, a communications systern,
crossoverc, Kiss & Ride facilities, entran6e pavilions, pedestrian b dges, real estate acquisition, utiity
relocation, environrrental mitigation efforts and staftup and tesling for revenue serytce.
The Project is making use o{ the aiest techniques and technoogies both in construclion and operatlons. The
Dulles Corridof Silver Lne wiil be the firsi iine ln ihe WI4ATA system to exclusively use Ethernet based
communicaUons between and among the various statrons and facilities and WI\IATA s Central Conirol.
The new railcars will have innovations that incllde four-car sets instead of marfled oairs use of starnless steel
instead of alurninum, and the introduction of act ve graphics in the cars to provide passengers wlth real-ttme
informaiion. The fouccaf sets reduce costs and increase train capacity. The use of siainless steei increases the
servlce life of the railcars and improves safety. The active graphics allow for communication of emergency and
olher servlce informaton lhai improves the insit experience
Finaly more soph sticated elechonic signs will be installed in the stations to provide real-tme emergency and
passenger
service information, public service announcements, and the opportunity for revenue-genefating
private
advertising.
With regard to operaiions, the Project wiil incorcorate altomated train coftrol and other advanced systems that
suppod kaction power s!bstations, communicallons and secudty, and fare collection. Other technologies wrll be
used to assist passengers,
such as Smad Cards for collecting fares, multi-payment fafe card vend ng machines,
and nternet and mobile device services
Environmental Assessment: n1 May 2012 the Federai Transit Admrnistraton
{FTA)
and ihe Airports
Authority, as
jolnt-lead
agencies, and ihe Federal Aviaiion Administration (FAA) and WMATA, as cooperatrng
agencres, prepared
an EnvironmentalAssessmeni (EA)to evaluate potential environmentaland socoeconomic
effects from design refinements to Phase 2 of the Project. The desrgn refinements evatuated inctuded changes
to pa*ing
facilities, station entrance facilities, ancillary facilihes, and relocation ofthe Du les InternationalAirport
Stallon frcm below to above ground.
Based on the EA, public
commenls received, and coordination with appropriate agencies, including the Virg nia
Departmenl of Historic Resources (VDHR), FTA determined that there are no significant environmental or
socioeconomic impacts associated wtth the Phase 2 destgn refinements of the
project.
FTA aso determined
that a supplementai envlronmenlal irnpact statement (ElS) would not be required. The finding of no sjgnificant
rmpact (FONSI) was issued on December 17, 2013, as an atiachment to the Amended Record of Decision
issued on November 17. 2006.
No changes to the projeci scope that would have any stgnificant environmentat impacts are anticipated. Fairfax
Counly and Loudoun County have assumed responsibtltty for financing and conshuciing the five
phase
2
parking
faciities by 2018. The Couniies may consider design rnodiftcations or value engineering prcposals
thai
will facillale private development of the parking facitities, bul given the schedu e constraints, it is unlikely they
will seek approval from FTA for any deviation fronr the
preliminary
engineering p ans ihat does not qualify for a
Categorical Exclus on under the National Env ronmental Potcy Acl.
4. Rurai Projecl Descdptioh (IfApplicable). Ifinvired to apply for considerarion as a nrat infiasnucrure prcjeci, describe
how the proj ect mee$ MAP 2 I 's definition of a nral inft"slnlclffe proj eci. Plcsc also describe \rhelher rhe proj ect is
located outside olan u.banized area as defined under litte 23.
While much of the DC[,4P lies ouiside an urbani2ed area and couid be considered a "RLrl lnfrashucture
Project" as the term is defined in the TIFIA statute, this finance plan
assumes TIFIA assistance wiih standard
loan rates based on long-term Treasury yields lher than the subsidized fates that are autho zed fof rural
Droiects.
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Fisc Year 2013 Applicution
5. Project Purpose. Describe the proiecr's puryose, incLuding quantitative o. quaiitative details on
lublic
benefits the
project will achieve. Supponing docunenrarion may be attached as Exhibit I1.
The purpose of the Project is to provide high-quality, high-capacity transil service in the Du les Corrdor. The
e)dension of [4etrorail lhrough the Dulles Cofiidor wili help address ihe limitations of the existing roadway
network and transportaiion system ln the corfidor, and between the corridor and downtown Washlngton, DC.
The Project offers a wrde range of hanspodation and mobility benefils, which include travel tme savngs
beiween the corridor and the region's core and suburban activity centers, impfoved mobility for tfansit-
dependent riders and reverse commuters, support for air quality and energy conservaiion goals, future transit
o ented developrnenl and
job grolvih
and an improved overall
quality
of iife.
N ational and Regional Significance
The Prolect will pfovide an impoftanl intermoiial connection of the region's Metrorail system to Dulles
Internaiional Airport, a major employment center and an international hub for a r seNice to majof cities afound
In addilron, ihe Poect will pfovide high-quality high-capacity transii service beh/veen Washingion DC the
nation s capilal, and severalofthe largest aciivity centers in the Washington melropolitan area, includlng Tysons
Cornef lhe Reston-Herndon area, and various emerging activity centers in eastern Loudoun County. Tysons
Corner (the 'downtown of Fairfax County) is larg6r, in both geographic size and employrnent, than many of the
central business districts in major iJ.S. cities including Miami, San Diego, and St. Louis, and is ihe targest
subu$an business d strict in the country. The Reston-Herndon area is Virginia's second largesl employmert
concentration.
The Pfoject is a catalyst for hansit-orienied development n the Dulles Corridor. The toca governmenrs arong
ihe alignment are creating and have approved iand use
plans
fof development at and near slations tha{ will
enhance quality
of lfe by firnimizrng the reliance on persoral vehicles for mobility and prcviding options for
pedestrians
and b cvc ists.
InJanuary2013 the Farrfax CoLrnty Board of SLrpervlsors approved severa localtax increases ihatwitlhelp pay
for an estimated $3.1 bllion in planned transportation improvements over the next 40 yeafs in the area
surrounding Tysons The work is part ofthe County's Transfoming Tysons'initiative and inctudes improving
access to the four new lvletro stations and expandlng transit service. The goal is to transfofin Tysons into a
walkable, sustainable utban center that will be home to up to 10O,0OO resldents and 2OO,0O0
jobs
by 2OSO
The Project also incorporates faciliiies and amenities that will encourage and suppod bicyc ists and
pedeshians.
The Pfoject will improve regional access to the Washingion and Otd Dominion Trail, a popular trait lor bicyc ists.
Through Wl\r1ATA s 'Bike-on-Rail" policy, Metforail stations will serve as convenient bike/trans t transfer
points
fof passengefs
choosing io split their trip between bicycle and rail. Sidewalks, tandscaping, bus shelters,
fencing, bike lockers, and public arl elements have been incoForaled into the designs at each of the statjons
Safety
Expanding the lvlekorail system into the Dulles Corldor will provide greater flexibilily in forrnulating regona
homeland secufliy straiegies and evacuaiion plans.
As was demonstfaied on Seplember 11. 2001, the Metrorail
sysiem played
a major role in evacuating hundreds of thousands of governmenl
and pr vate sector employees
from downtown Washington afterthe attack on the Pentagon
Us&P-Rftdln6Pqb'bn
)uj|5.!9,:!funnDd!:uxn]r
Fiscal Yeur 2013 Application
The Pfoject will be cons stent with l\Ietorail s existing railcar, facility and operational safely standards. Safety
feaiures inc ude safeiy zones under the platfoffn 10 allow passengers who fall onto lhe track to avoid the tfa n,
hotlines from central control to police
and fire departrnents, automated smoke exhaust systems in lunnels call
boxes passenger infofmaton displays on platforms, and cellulaf phone service.
lr addition. the Alrpods Authority, rn cooperaton with the Commonwealih and the iocal governments, wlll
rmplement roadway modifications to Route 7 and Spring Hill Road concurently with the Project to increase
lraveler safety and elficency throughout the co|ridof. The Rouie 7 roadway modlfications inc ude eliminaiion of
the seNce roads and provision
of an additional (fourth) lane to accommodate both thfough and rlghfturnrng
traffic into adjacent pfopeaties.
Route 7 wjll be constructed with dedicated turning lanes which will reduce
congestion and impfove safety for nrotorists.
The Airports Authoriiy will also ifipiement concurrent roadway improvements along the DIAAH that will mprove
safety and access for airport users. These include addiilonal roadway cfossoverc to permit authorzed (prrmarily
emergency) vehicles lo travel direcily between the DIAAH and the adjacent DTR. Currently these roadways are
separated by a physical
barrier, with a few
places
wherc crossing between the rcadways is permitted.
State of Gaaci Repair
The Project is locused on rninimizing life-cycle costs and activities. Throughout the design
process,
Wl\,,lATA,
the A rports Authority, and their consultants have worked together io design a system that wll seamlessly
integrate into WMATA's existing operaUons and will also incorporate the latest innovations in transit planning
and deslgn.
The Prolect includes lhe construciion of irfprovements io an exisiing WMATA Wesl Fats Church service and
inspection shop and yard facilties and the purchase of 128 ra lcars and spafe
pans.
The raiicars will be fully
compatible with WIMATA's existing system. The expansion of the existing yard and shop wlll provide WIVIATA
wth addiional railcar marntenance and siorage facillUes necessary io support Dulles Corridor operations.
WMATA wiil be responsible for the Projects long-term operaltons as wel as malor rehab ttatton and
rep acement wofk. In January 2013, WIMATA released a strategic ptan that establishes prioriiles for neaf- and
long-teIm aclion, ncluding a sel of seven key investments, called l\,,letro 2025, destgned to ncrease the
sysiem's core capacity and impfove the effectiveness of the rail and bus networks by 2025. The skategic plan
ncludes funding eslimates and strategies for maintaining the safety and reliability of the system aftef the $5
brllion lMetro Forwad rebuilding effort returns ii io a steady state of good repair.
The Project also inclLrdes signtficant improvements to the tocal roadway network, mosl importanfly through the
heavily traveled Tysons Cornef arca The Route 7 imprcvements, as well as those to Spring Hill Road, will
create new or signiiicantly-reconstructed roadway segments which will reduce the amount of routjne
maintenance thai wlll be required by Fairfax County.
6. Project Cost And TIIIA Credit Assistance Request. Provide a cosr estjmale for bolh the entirc project and rhe
eligible prcject costs under the TIFIA pros.an. Specit the TIFiA credjt instrument(s) (i.e., secured lom, Ioan
guara.lee, andror sta'rdb) line ofcredit) requesred and the amounl ofTIFIA credii ssisrance requened for each credit
instrument. Ifrcquesring a secured loan. please provide a brief explanation oI how
jh
pLa. offinance tbr ihe projecr
would be impacted if TIFIA credir assistance was instead provided in the form of a loan guarantee.
plese
also
indicate whether the applicanl intends to use a Marrer Credir Ag.eenenr wiih conringent .ojnmitnents for puryoses of
carrying out a program ofprojects. Ifrequestnrs a Nlasrer Credir Agreement ptease provide the expected dming and
moxnt ofcredit dsistance requesied lbr each oflhe projects in the program l{o1e rha! SecdoD D ofthis appiicarion
requests a tinancial plan; informaiion fumished under this ireln may b crossieferenced to maredais prcvided in
SeclioD D, and in all ins1mces, includins but not limited 10 dollar amounts, must be consistenl wjth those naterials.
PaEc T
U5o.'|M'dndEPo?lb
Fiscal Yetr 2013 Application
Table 1 shows the capital cosi assumptions used for the purpose of sizing lhe TIFIA credii assistance for the
Dulles Corridor lvleiroraii Project. The total does not include finance charges or the cost of the Phase 2 pa*ing
ga'ages
that wiil be f,nanced bV tne Countes
The total amouni of TIFIA assistance requested for ihe Prolect is 91,875,697,'183
(33 percenl
of the total TIFIA-
elig ble costs).
I he otd TIFIA reouesr rs alocered an ong t4e ocal funoing partners as
follows
Airpods Authority (DTR):
Faifax County:
Loudoun County:
TotalTlFlA Credit Assista nce
1,277,345,782
403,274,894
195,072 507
$ 1,875,697183
This application provides details on the TIFIA Loan to be exeouted by the Airports Authorty. Fairfax CoLlnty and
Loudoun County are submitting separate app|cations addressing their respective TIFIA loans for the Pfoiect.
The Airports Authority requests ihat lls credit assislance be siructured as a secured oan in the amount of
$1,277,349,782. The beneflt of TIFIA cred t assistance would be slgnificant y diluted if it were to take the form of
a oan guarantee insiead of a difect oan. lt would be very difficult to find lendefs witting to provide nearty 91.3
billion of subordinate financng at an interest rate competiUve with US Treasury obligations. Even with a
federa loan guarantee,
a private lender will ins ist on a liqu dity and cfedit risk
premium
that would lkely res!lt in
a borowing cost much higher lhan the TIF'A interest le Fvery 50 basis point incrernent in borrowing costs on
a $1 27 billion loan increases potential
debt service over a 35 year period by approximalely 9160 m llon.
11 is also important to note that privaie lenders are generally unable to make long{erm loans with terms
comprable to TlFlA. The ability to accrete interest on the TIFIA loar during construction for example, provldes
significant benefit by mitigating the magniiude of the near-term tott increases requifed to support an additional
$1.27 billion ofdebt The ability to prepay
the TIFIA loan without penaty prcvldes
stgnifican y ftexibitrty in terns
of de- everaging the toll road and could polentially eliminate the need for additional toll rate rncreases aflet 25 ar
30 yearc The secured TIFIA loan ls by farthe mosl cost-effective rneans oifedemlcredlt asststance.
Pagc 8
and Altocation ot TIFIA Creelit Assistance
UlfuFBldtfiPobtiod
Fiscsl Year 2013 Applicstion
Amounrof naAcrcd tAsnrbn.e
rpeLentoqe
ol Etrqrble.at
t
TOTALTITIA LOAN AMOUNT
s,633,930,3s3
monitorjng plan that will assure the DOT ofrhe applicantt abiliry to deliver rhe project as planned, fulfill all prcject
commltmeDts, dd ensure compliance witl all tenns ofthe credir agreement, including all apllicable regutations and
provisions of law. The plan should prcvide: (a) information on rhe roles and responsibitjlies of all entities wirh
dcision making aurhorib lor the projecit (b)
srarus reporing processes that docunent nor only the srarus bur changes
and polential risksr and (c) coordination processes ihat provide for advance notificarion of polenrjal isues to alt
appropnate agencies and timely rcsolution.
The Airpods Authority has prepared
a draft Projecl lManagement
plan
(pMp) focusing on the
procufement,
Desig n and Con skuctron stages of Phase 2 of the
prcrect
wh ich is u nder review by the FiA.
The PMP defrnes managemen{ responsibilities; roles of staff; and interactions among and between staff,
consutanis, and other agencies and organjzations. lt also speciftes the general procedures
and management
tools ihat will be used to enslre effective prcject control and successful project completion. In the
pMp,
the
management approach ior Phase 2 addresses ihe project delivefy strategy, organization and managemeni
struclLrre, assignrtent of responsibilities between the Airpods Authoriiy and Coniractors and the deegation of
m_a.nagement and financial authority. The Pt\,4P, the associaied ptans,
and the
prolect
Management
procedures
will be updated as Phase 2 progresses
and reaches key schedule mirestones, and the
pToject
team will conlinue
to use these documenls as tools to manage and construct
phase
2.
The fo lowlng goals
and princip
es guided
deveiopment ofthe
pt\,4p:
.
Establishment and maintenance of a single authority wiih overa respons b liiy for completion of design
coordination with other agencles, and control of the Contractors to ensure a
qualitv
Droduci is delivered on
scledJ e ard wll n budget In as sa.e a nalne as possibte
.
lntegration of the Airports Authorrty and the Project Management Support Services (ptVtSS) staff io form the
most effective and efficient management tearn,
.
Assurance that the lechnical scope and schedtlle are sufficiently deflned io avoid unnecessary changes;
7. Project Managenent and Compliance Nlonitoring Plan. Provide a comprehensive proiecr management and
PJge I
U5oePdffi'dr,up.1.fu
Fiscal Year 2013 Application
.
Thorough review and consiant updatjng of dsks and uncertainties io the program for 'scope cfeep,'
schedule slippage, and cost increases; aggtessive risk assessment and change managemenl afe
paramount
to success:
.
Effeciive communicalion with affected communilies and agencies to ensure minimal impact to the exjstjng
local transportation network and the local commercial economy, while addressing concerns voiced by the
communrty:
.
Transparency regarding ihe procedures
whereby the Conhactors compleie the wo|k and accounts for
progrcsslon
through the llfe ofthe contract;
'
Ongoing compliance with Federal Trarsit Administralion (FTA) Projeci lvlanagement Oversight requirements
and best praciices
as mandated by ihe US Department of Transportation (USDOT) l,,temo|andum of
Agrcement ([4OA), dated December 30, 2011;
.
Integlation between the Aimorts Authority's Project team, W|\,4ATA and local
ju
risd ictions to achieve effeciive
and effrcienl design and construclion of Phase 2 in preparation fof final transfer to WMATA for operations
and maintenance:
.
Ongoing management and control of schedule, costs, risks and changes; and
.
Lessons learned from development of Phase 1 and indusiry best practces.
Version 1.1 ofthe PIVIP was subrniited to the FTA for revew n January 20l4 and a copy is available on Lvelnk
and the enclosed thumb drve
8. Maintenanc. and Operations. Descdbc ihe maintenance andoperatiors plar for the project.
WIVIATA and its jurisdiction
Compact members wili be responsible for funding and managing the operation and
maintenance of lhe Pfojecl upon completion of the construction of each of the hvo phases and WIIATA'S
acceptance of each phase into the Metrorail Svstem.
Jufisdictions incllded in the WI\IATA Compact are the District of Columbia, the cilies of Alexandria, FaiLs
Church, and Faidax and the counties of Arlington, Fatdax, and Loudoun in Virginia, and t\Iontgomery and
Prince George's in l\Iaryland. Any operating subsldies that may be required for the
prolect
wilt be allocated
among WMATA'S rnernbers ustng established and approved formulas. This operating funding mechanism has
been used successfuly for over 30 years.
SECTION C: Satislaction of Oligibility Rqtriremnts
This seclion allows the applicant to describe the exlent to which the prcjeci satisfies the eligibility requifements specified
under 23 U S.C. 602(a). The apph.ant shoull proride relewnt quantitatire o, quatitatiee .tdtn to suppott its asse ions
and to.iusnh the beneJits to he de,ilred
ron
TI FIA .lssistdnce in slrtitjins these rcquircmen^ a d idtint:ins the
proposed prcjeci The list below should be included in rhe applicalion packet with responses and srpporing .locuments
attrched and numbered to corespond to lhe relcvani irem. Total narative suppofiing Section C should nor exceed 20
pages, excluding the three exhibils.
I Creditworthiness. Describethe credirBorhiness oflhe project as noted below.
a) Detail the projecfs abiliry 1o satist applicable credilwofthine$ slandards.
provide
info nation to suppoft th
project's creditwothiness, such ar: the project's market posirion; ihe history oluseFbased rpaymenrs for other
obligationsr the economic outlook for relaled commercei qualifications of the projecr reaq proposed risk
mitigaiion stategies. etc. The applicant may refer 10 orherpo.tions ofhs appUcarion. as applicabte.
The Airports Auihorliy's TIFIA loan will be secured by net ioll revenles generated
by the DTR and will be
Fiscsl Year 2013 Application
subordinate to approxirnaiely
$1.3 biilion of outstanding tott revenue bonds ihat have investment grade credit
ratings. The pfoposed
DTR TIFIA loan wjll be ajunior (fourth) lien obljgation with invesiment grade credit ratings
from two nalionally recognized rating agencies. The preliminary rating opinion letier from Standard &
poofs,
ncluded as Exhibit lV, conialns an indicative rating of BBB- for the proposed junior-len
TtFtA toan.
The Airpofis Authorily's ability to secure skong credit raiings on the outstanding DTR revenue bonds and the
indicative investment gfade rating for the prcposed
lunior
lien TIFIA loan reflects several credit strengths,
inc uding:
.
The DTR is in its 3oih year
of operation. ll provrdes access to well-estabLrshed and gfowng acttvty centers
in the Northern Vlrgina region such as Tysons Corner, the Reston-Herndon area, and eastern Loudoun
County.
. In 2013, the DTR generated over $127 million in gross toll revenue. TheTe were nearly 99 mlllon toll
transactions with significant traffic volumes ln both direcUons during the peak holrrs. Over 81% of the toll
revenue in 2013 was coilected via electronic tollcollection (E-ZPass).
.
Since assuming responsibilily for operating the DTR in 2008, the Board of the Airports Authority has
apploved and implemented five toll rate increases. The impaci of the toll increases on gross toll revenue
and the number of toll transactions has been consisteni with initiat pOections.
. The Almods Authorily has ihe exclusive righl to establish and collect tolls on the DTR; no other approvals
are needed. The Comprehensive Traffic and Revenue Siudy for the DTR assumes the nexi DTR toll
increase will be irn plemented
in 201 9 w th addlUon al increases every iour or five years t hereafter
p
rojected
toll rates are significanliy below the estimated theoreticat revenue maximization po nt.
.
Approx mately $ 1.115 billlon of the 92.788 billion of Project costs alocated to the DTR has already been
funded. Priortoclo6ingtheproposed$1.277blllionDTRTIFIAloan
the Airports Authority wrll issue Second
Senior Lien DTR Revenue Refunding Bonds io fetlre inierim financing issued to fund the rernaining
oblrgation No additional long-term DTR debf is expected io be issued for the
pfoiect
after the TtFtA loan
closes. Ongorng DTR renewal and replacement expenses and ihe cost of major capjia improvemenis wil
be tunded from reserves.
. Repayment of the proposed
DTR TIFIA loan is not contingent on competion of the Ral
project,
but
srgnificant resources have been devoted to ensure that construction is compleled within budgei and on
schedule As discussed in more detail in response to Section D10 of this app icalion, the Risk and
Conlingency lvlanagement Plan deveJoped by the Airpofts Authority has been accepted by FTA.
Deiails on the past
and projected pedormance
of the DTR are avaitable in the Dulles Tol Road Traffic and
Revenue Study, which is briefly described ln Section D6, presented in Exhibit Vlll, and avatlabie on both
Livelink and the enclosed ihumb drive.
b) Desffibe the rate covenant, if appUcable. Provide a cop) of cxjslin8 financing documenrs, such as a aust
'ndennre
agfeement, including any raring a8enc],credir reporrs, for olher creditoB ofihe project or a rerm sheer
indicating the proposed fearures ofthe aDdcipated financing documents. as Exhibil IIL The informalion $ould
indicate the Federal credir instrument's starus in.elation ro pledged securiiy. coverage, aDd treatneDt under a.
addjtional bonds test. Appiicants should be aware rhat when prior financing bascd on rhe p.oposed TIFIA security
is already in place difficuft inter-crcditor issuer often arise in rhe negoliation ofrhe TIFIA credir instrunent.
The A rpods Authority has covenanied in the Master Indenture thai it wi I establlsh. charqe and co teci Tols for
traveling on the DTR at fales sufficient to pay Operatron and IMarntenance Expenses an;
p|oduce
Net
Revenues n any Fiscal Year, and in each Fiscal Year thereafter thal afe al least:
Page 11
lsDpilrffi d rnE+.rai6
Fiscnl Yeff 2013 Applicntion
200% ofthe lt4axlmum Annual Debt Servjce with respect of allOutslanding Firsl Seniof Lien Bonds;
135% ofthe Annual Debt Service with respect to allOutstanding Firsi Senior Lien bonds and all
Outslanding Second Senior Lien Bonds for such FiscalYear;
120% ofthe AnnualDebt Setuice with respeci to allOuistanding First Senior Lien Bonds all
Outstanding Second Senior Lien Bonds and all Outstandlng Subordinate Lien Bonds fof slch Fisca
100% ofthe AnnualDebt Service with respect to al Outstanding Bonds and allother obligatrons ofthe
Airports Authoriiy secured by Toll Road Revenues for such F:scal Yeaf.
The Ahpods Authority is prepared to adopt a Supplemental Indeniure ihat will amend the pfovlsions of clause
(iii) of the Rate Covenant above to include 120% of ihe Annual Debt Service with respeci lo all Outstanding First
Senior Lien Bonds, ailOuistanding Second Senior Lien Bonds a I Oulsianding Subordlnate L en Bonds and a I
Outslanding Juniof Lien Bonds, including the TIFIA Bonds
In addition the Aircorts Authority will agree to calcu ate the Rate Covenant ior purposes of compliance wrih ihe
TIFIA Loan Agrcement wiihoul taking into considerallon funds transferfed from any Debt Service Reserve Fund.
the Renewal and Replacement Reserve Fund, ihe Dulles Corridor Enterprise Reserve and Toll Rate
Stabillzation Fund, the Capital lmprovements Fund, the Metrorai Project Fund, the Latent Defects Reserye
Fund, the Transrt Ope|alions Fund orihe Remaining Toll Road Revenue Fund
A Draft Tem Sheet based on the TIFIA Loan Term Sheet Sample Template ts
provlded
as Exhibit lX-A. A
summary matrix wllh other potential
business terms to be included in a TIFIA Loan Agreement is provided
as
Exhibit lX-8.
In connecton with its preparation
ofan annua budget for each Fiscal Year In whtch any series ot bonds are
outstand ng, the Airporis Authority wrll prepare a statemenf concluding whether or not Toll Road Revenues for
the current and imnrediately succeeding Fiscal Year will be sufficient to compty with the Rate Covenant.
lf the adopted annual budget shows that Toll Road Revenues are inadequate to meet the Rate Covenant or the
audited financial repod prepared
by the Airporls Authorlty with regard to DTR shows that the Rale Covenant
was nol eatsfied fof a Fisca Year, then the Alrpoirs Authorty is required within 30 days 10 engage a Toll Road
Consultant to conduct a study and that Consultant, wlihin 60 days, must provide a Report recommending
ameliorative actions to pfovide
sufficient Toll Road Revenues to rneet the Rate Covenant.
No atef than 60 days after receiving the Report, ihe Airports Auihority must lake the acUons recommenoeo oy
the Toll Road Consuliant. Failure to conrply with the Rate Covenant does not constiiuie an Event of Default if
the Airpods Authority engages the Toll Road Consuttant and takes the acttons it recornrnends, or if the Toll
Road Consultant provides
a wfltten opinion siating that the actions required to be taken to
produce
sufficient Tol
Road Revenues to meel the Rate Covenant are impracticable at ihat iime. However, failufe to comply with the
Rate Covenant for a period of 36 consecutive months shall in all events constitule an Eveni of Default.
lf any study concludes that fees and charges wtll not provide sufficient Tolt Road Revenues in each subsequent
Fiscal Year lo comply with ihe Rate Covenant, the Airports Authority shall use its best efforts to colect revenues
from other sources (excluding any reiated to aviation
pueoses)
that wll enable it io cornply with the Rate
Covenant.
Reevant iinancing documents and rating agency reports are presented in Exhibit ltl.
Page 12
u'FFftddlncPdbiio4
Fiscsl Year 2013 Applicution
c) Demonst.ate thal adequate coverage requirenents are in piace to ensure repayment. Provide information
concerning the abilib/ ofthe appLicant (or any s;snifican! public or pdvate padners that pledge to repay of provide
lirnding) to repay all borroued funds. inchding anl obligaiions to the FederalGovernne . Describ the enent to
which ihe pojecr includes securily features. such s a mle covenani md an addilional bo.ds test. to ensure
repayment of the Fedeml credil instrument.
In addiijon to providing a Junior Lten Rate Covenant of 1.20x. ihe Airports Aulhofity will agfee to other security
features in a Supplernental Indenture or the TIF|A Loan Agreement to ensure repayment of the TIFIA Loan
Examples include:
TIFIA Debt SeNice Reseve Fund Deposits wilt be made to a TIFIA Deb{ SeNice Reserve Fund during the
Phase 2 construction period
from nei toll revenue available aiter required deposits to the Junior Lien Bond Fund.
The reserve fund fequ rement of 10% of ihe outstanding pdncipal amount of the TIFIA Loan must be met prior to
the ear ier of Substaniial Completion of Phase 2 orthe first TiFIA debt service payrnent.
TIFIA Prepavments from Reserves After Substantial Completion of Phase 2 of the Project, amounts
jn
the
Du les Corridof Enterprlse (DCE) Reserve and Toll Rate Stabilizatron Fund w ll be used 10
pay
intercst or to
prepay principal
on the TIFIA Loan subject to certaln conditions io be defined in the TIFIA Loan Agreement.
TIFIA Spinoino Lien. The Airports Auihority is a municipal entity that does not have legal authorriy under its
enabl ng iegislaiion or other applicable law to file for bankruptcy. Neveftheless the TIFIA Loan Agreemeni and
ihe Supplemental Indeniure will provide
that upon the occufience of a Bankruptcy Related Event (as defrned in
ihe DTR l\,'laster Indenture) the TIFIA Bonds wit be secufed on a padty with ihe First Senior Lien Bonds, so
ong as any Frrst Senior Lien Bonds are outstanding, and, thercafter, as Second Senor Len Bonds. The
Arrporls Authority will also agfee to fund deficiencies in the TtFIA Debt Service Reserve Fund pari passu wth
the obllgations of the Airports Authority to fund deficiencies in the First Senlor Lten Debi Service Reserve Fund
orthe Second Senior Lien Debt Seruice Reserve Fund as aDDlicable
Additional deiail on the anticipated TIFIA Loan ierms is
provided
in ihe Draft Tem Sheet
provided
as Exhibit tX-
A and the summary mairix of potential
business terms to be included in a TIFIA Loan Agreemert provided
as
Exhibit lX-8.
d) Bovlde ore pfelintuary raring op;nion lefter wirh an in\stnent grade raring on senior debt and a rating on the
TIFIA dbt. as Exlibit Iv. This letter is a condilional credit assessment fiom a nationally recognized starisrical
ratirg organization (NRSRO) that must indicale the potential for the senior debt obligations tundhg lhe project 10
ach'eve an inveslmenl gnde rating and also must provide a rating or the TIFIA credit instrumenr (The senior debr
has a lien senior to fiat ofthe TIFIA credft
jnstrumenl
on ihe ptedged security; ifthe.e are no debt obljgations
semor to the TIFIA credit ins[unert, then the'IIIIA credil instrument itselfmusi be shown 10 have rhe potential
to obtain an investmenl grade raling). This preliminary assessment by rhe nting asencies wi be bared on the
tinancing siructure pmposed by the applicanr. The lettef should prolide a pretimjnary raring assessnenr ofthe
financial srensih of the overall project and the defauh isk (i e., $irhour regard to recovertr porential) of the
requested TiFIA instrument. This includes a dehonsrrared capacity to repay the federat ctedll assistance as wetl
as a determination ihat the project has appropriale securlli, features_ such as prope. corerage ratios! rare covnants
and resenes as appllcable.
The rating opinion leners should not rcflect the use of bond insurance or other credit enhancemenr ihat does nol
also secure th TIFIA ;nsltument. The assessurenl ofthe senior obLigationJ investment grade poreniial and the
TIFIA insrrumenl: default risk should be based on the uDderlyins rarings of debt obligations and the prcjec|s
fundamentals. The DOT will not consider applicaijons uithout such tetiers.
Fkcsl Year 2013 Application
Note that Section D ofthis apllication requesls a financial plan; information funished under thls item mav be crcss-
referenced to materials prcvided in SectionD. and tu all nrstmces 1nusl be consistenl wllh those materials
As noted above, the Aiports Authority has received investment grade ratings on the ouistanding DTR bonds
ssued in 2009 and 2010, and will obtain the necessary ratings on the
proposed TIFIA loan and any addlllonal
pfoject debi to be issued. The required preliminary rating opinion letter is attached as Exhibit lV.
2. Foster Partnerchips that Attract Public and Privafe Investment to the Prcject. Desffibe the enent to which rhe
project fosters lnnovatile public-pdvate partnerships and attracts debt and/or equiry inlesment from pdvate capital.
Ideniiry privatc paftners and provide evidcncc ofcolnmilmenls,
joint
venture agreements, lerse, or other supportmg
documents for the public-priaatc parlnerships as Exhibir V. 1\lso, describe the extent to u'hicl the project's debt
repayment depends on user charges.
The OCIVIP is unusua for a transt
proiect
in that most of ihe capital cost will be funded from user fees or
beneficiary charges. Approximately $2 8 billion (49 percent of ihe total project baseline cosi) will be financed
through DTR oblgaiions, including $1.4 b:Llion in revenue bonds
prJlchased by pivate investors. Anothef $930
million is expected to be generated by commerciatand ndustral property owners through specal lax districts
fonned n Fairfax County Loudoun County fofecasts generating $577 million through its planned specal service
tax districts, which wll include commercial and residenlial units The tax districts Iepresenl an innovative way to
foster private partic pation in transit projects by monetizing the expected deve opmeni benefiis. In addition, the
Aifpoa(s Authority anticipates util;zing revenues derived from the operatons ofthe Airpoi(s to fund approx matey
$233 m llion of Project lmprovements Together. direct users oflhe DTR and the beneficiaries of the Project in
the specialtax districts willcontribute $4.3 billion, or about 75 percent, ofihe total capita fund ng.
It is also important to note that private sector resources are being leveraged through a design-bu ld project
de ivefy apprcach that shlfts srgnificant development risks to lhe contraciing team. The Airports Auihodty has
used the deslgn bu ld approach ln Phase 1, has executed a design-build contract for the major po(ion of the
Phase 2 constructron, and anticipates using a similar appfoach fot other components of Phase 2. The design-
build pfocufement approach for Phase 2 was largely chosen to yield the highest
possible
level of competition by
the most qualified teams thai can submit technicai plans with the greatesi chances ol successful compleiion.
Additionally, Fair{ax Co!nty wofked wth a private development team to fund the Wiehle-Reston East Statlon
Parking Garage, which includes 2,300 publlc parking spaces, 10 bus bays,46 kiss-and-ride spaces and
anciilary fac lities. The Wiehle Avenue station is located at the ierminus of Phase 2 of the Silver Line extension
Annual ground rents paid bythe deveoper ofihe site are expected io increase from $0.967 million n 2015 to
approximately $2.9 m llion no later than 2020 Fairfax and Loudoun CoLrnties may pursue
sirnllar
publlc-prlvate
partnerships
to fund the Phase 2 parking garages, (The Couniies and the Airpofts Autho ty have agreed not to
include the estimated cost of the Phase 2 parking gafages in the capital cost budgei used for the purpose of
sizing ihe TIFIA credit assistance forihe Project.)
3. Enablc the Prcjectto P.oceed at an E rlier Date or with RdDced Lifecycle Cosfs. Eslimate and cxpiain the effecl
ofTiFIA assistance on th project's starr and completion dates. the exlenL to whicl TIFIA assistance would help the
project to proceed at an earlier date than would otheMise be possible. and any effects ofan accelerated projecl lineline
(eg, reduced costs or increased benefits). Documenl how applicant has been unabie to obtain crcdil assislarce liom
private sources on reasonable tenns. Demonslrate the costs of tadltlonal financing would constrain theif abilit, lo
deliver the projecl, or lhat deiivcry ofthis projecr througl traditional financing approaches rvould consrain their abili9
lo deliver additional componenls of lheir capital prograns.
TIFIA credii assisiance will expedlte completron of the Prolect by rcducing financing uncertainty and intercst
expense By utilizlng TIFIA'S cash flow subordinaUon and flexible payment features, the local funding partners
can levefage DTR revenues and specallax disirict revenues n a more efficient and cost-effective way. TIFIA
crcdit assistance will provide significant savings by elimlnating negative abitrage on bond proceeds during the
Page 14
Fiscal Year 2013 Application
construcUon period
reducing potential intercst expense, and minimizing transaction costs. In addition, the abilty
io prepay TIFIA ass stance without limiiation or expense would provide beneficial flexibility in financing
subsequent extensions and imorovements.
4. Reduce the Contribution ofFederal Grant -{ssistance for the Proiect. Estimate and explain how TIFLq assistance
would reduce the project's nccd for FederaL
srant
assistance. IMicate the percertase ofthe tobl project costs thar will
be tunded by Federal
$ants. Fedenl crcdit a$istance. and olher souces.
TIFIA cfedit ass stance wil enable the loca funding pariners to complete the Project wrthout fesorting to any
additional federal grants by increasing the amount of capital funding that can be raised through nonjedera
resources including the DTR. under the plan oi finance about 75 percenl of the Project's capltal cosi wil be
funded from usef fees oT beneficiary charges collected by special tax distrcts. The total federal grant
contribution of $975 m llon ($900 million through the FFGA that was executed in March 2009 and $75 million of
federa Sudace Transpofiation Program funding contributed by the Commonwealth of Virglnia for Phase 1)
fepresenis only 17 perceni of the $5.7 billion estimaied total Projeci cost. No federa grant assislance is
curently aniicipated to heip fund the cost oi Phase 2.
5. Environncntal Reriew. Prolidc a draft Environnenlal lmpact Statement and Record ofDecision unless the projecl
has rccei\d Categorical Exclusion or Findins ofNo Sisnificant lmpact tu comeclion
qith
the prciect's compliance
'!ith
the National Environnental Policy Act (NEPA). Provide a ilmeline that illuslrates the estimated start and
completion dates for each major phase or milstone ofrhe environmental reliew documenlation and a brief summary
of how the proiecl intends to rcach a final asency decision, includin-s (if necessary) a Record of Decision prior 1lr
financjalclose. Please noie the DOT iviLl nol obllgate tu|ds for a projeci until the projecl has done so.
An Amended Record of Decision was issued on Novembef 17,2006, fof the entlre 231-mile Pfoject.
Subsequently, additional environmental work associated with the modification of the slation desgn and
alignment at Dules International Airport, ncluding an agreement with the Virginia Department of Hisioric
Resources, was compleied ln October 2012
On December 17,2A12 the FTA issued a Finding of No Signlflcant lmpact (FONSI), confming Phase 2
confolms to NEPA and the Hlstoric Preservation Requirements. On January 8, 2013, the FAA issued a
FONS|/Record of Decision.
6. Permits ,tnd Approvals. List all major perm its and approvals necessary for construction of the proj ect and the date. or
projecled date. ofthe appLicanl\ rcceipi of such pernits and approvals. The list should inchrde permils and approvals
required under local, rcsional. state, and Federal laws and regulations. In paticular, indicaie when ourstanding
approrals by siate or local
sovernmenl
entiiies are expecled. Copies ofnajor pennits and approvals will be required
upon executio! ofa credil agreemeDt ihh the DOT.
The Airports Authority has developed a Permit Management Plan thal describes straiegies and actions ior
obtaining other necessary permits fof Phase 2 of the Project. Permilting wi I be a cont nuous process during the
life of the Project.
The Airports Authority as ihe Project Sponsor, s responsible for ensurlng that necessary permits and approvals
ale obtained. Most pemits wil be part of the Design-Build Contractois scope of work, but selected
environmental pemits
and ocal land use approvals wili be obta ned separately by the Airpofts Authority
Permits needed for selected uliity relocatons will be obtained by the A rports Auihority, utilty relocation fnal
designe(s), contractorc, and utility companies. During Design-Build, the Design-Build Contractor is responsib e
for final design and construcUon and, as such, wi I be responslble for managing the
perrnit pfocess
at that tlme.
Page 15
UsFFttr|dlnfup.'bdoi
Fiscal Year 2013 Applicalion
The current version of the Pemit lvlanagement Plan (dated August 2013) is available for review on Livellnk and
the enclosed thumb drive, as are copies of major permits and approvals issued for Phase 2 ofthe Project. A list
of lhese pemits and approvals is presenled beLow (rcceived as of January 20T4)
National Environmental Policy Act (NEPA)
.
Fedefal TransitAdminstration (FTA) Approvals
o Amended Record of Dec sion (ROD), dated November2006
o Findlng of No Significant lmpact (FONSI)
-
Phase 2 daied December 20'12
.
Federa Aviaiion Administration (FAA) Approvals
o ROD, dated July 2005
o FONSi
-
Phase 2, daied January 2013
Section 106 ofthe National Historic Preservation Act
.
lMemorandum ofAgreement (MOA) between FTA. Virginia State Hisioric Preservation Office (SHPO) and the
Virginia Depadment of Rail and Public Transportation, dated October 2004
.
Revised MOA between FTA FAA, SHPO, and the Airports Authoity, dated Septenrber 2012
Coastal Zone Management Act Consistency Certification (VDEQ)
.
Federa Consistency Detennination, dated Octobet 27,20A4.
.
Fedefa Consistency Detennination Update, daied AprilT, 2006.
.
Federa Consistency Determination Update, dated June 25, 2013.
Federal Aviation Administration (FAA) Approvals
.
Airspace Analysis Approval, daied February 1 2013
.
Airport Layout Plan Revision, dated December20, 2013
Water Resources Permits
.
U.S. Army Corps of Engineerc Section 404 Indiuidual Petmil# 2UA-2277, dated June 15, 201 1
.
Virginia Department of Environmental Quallty (VDEQ) Virginia Water Protection Individual Permit (401 Water
Qualty Cert fication) - Permit 11-0193, dated June 10, 2011.
.
Virginia Marine Resources Commisston (VMRC) Pemit for Conshuction in Virginia Tidal Wetlands and
Subaqueous Boitomland6 - Permit #11-0193, dated Novembef'16 2011
7. Transpoftation Planning add Programning Process Approvals. Provide a bfief summar_! as well as cenification
ihat the projed is included in both ihe long-range aansporlation plan and ihe approved State Transportarion
i'nprovement Prcsrms (STIP) of each state affecred b) the project. Describe holr the prcjool satisfies plannins and
prosramming requnements of
1134
("MetropollLan Planning") and
S
135 ("Statewide Plannins") undef 23 U.S.C. For
prolects in metopolitan areas. descibe hos'the project is or car be included in ihe meropolitu iranspoftation plan.
The Projeci is inc uded in the 2012 Approved Constrained Long-Range Plan and the Appfoved FY2Afi-Fy7jje
Transportation lmprovernenl Program adopted by the lL4etropolltan Washrngton Councll of Governments
(IVIWCOG) Transpodation Planning Board.
The Project is also included in the Commonwealth's approved Statewide Transpodalion lmprovement Progm
for TY20lJ-2018.
Page 16
Fiscal Year 2013 Applicstion
8. Construction Contracting Process Readiness. Briefly describe ho'v rhe pmject is
lrepared
to proceed whh rhe
constuciion contracting process wilhin 90 days ofexecuting the TIFIA credit instfument.
Construction for Phase 1 ofthe Project currently is expecled to be sLrbstantially complete by [,4ay 2014.
The construction coniracting prooess
for most of Phase 2 rs complete. ln July 2012 the Alrports Authority
issued a Request for Qualifications Information (RFQI) to sollcit qualifications statements from potential bidders
for'packageA" of Phase 2, which lncludes the consiruction of six [Iehorail stations 11.4 miles of track and
gurdeways,
and vafious wayside facilities such as ttacUon power substations A Request for Pfoposals seek ng
bolh technical and p ce proposals was issued to five short-lisied teams in Oclobef 2012 The Package A
design-build contract, whlch is worth nearly $1.2 billion of the total Phase 2 work, was awarded on IVIay 14,
2013, and the Notice 10 Proceed was given in July 2013
The RFQI for the second major design-build contact ("Package B' Rail Yard and N,,lainienance Faciity) was
issued on November 12, 2013. Fouf leams were shortlisted on February 5, 2014, and invted to respond io a
Request for Proposals. The Package B design buid contad, estimated to cost between
g260
millon and 9280
mil ion will be awarded to the qualified Offefor that meets the RFP's technical requirements and has the lowest
price. This coniract is expected to be awafded in June 2014.
9. P.oject Schedule. Prcvide a rimeiine that lllustrales the estimated siarr and completion dates for each najor phase or
nilesione ofplojecr development, construction and/or acquisiiion, including, for example: nla.jor investment srudy.
Federal transpotarion planning requirenenrs. prelininar_v engineering and environmental docunentation, final design,
ighrof-way acquisition, consnuction- and vehicle acquisition. Indicate the appiicanl's cunent sratus on this timeline.
The table below surnmarizes key milestones in ihe overall project development schedule:
July 2004:
lvlay 2008:
June 2008:
l\4arch 2009:
Decernber 2009:
December 201'l:
Febtuaty 2012:
July 2412:
October 2012
January 2413:
May 2013
July 2013:
October 2013
March 2A14-.
May 2014'
June 2AA-.
July 2414-.
July 2018:'
Commenced Engineering
Comfienced Final Design for Phase 1
Commenced Utrlity Relocation for Phase 1
FFGAApproved for Phase 1; NTP issued to Phase 1 Design-8uild Contractor
Commenced Phase 2 Prcliminary Engineering
|VIOA with Local Funding Pa.tners, USDOT. Virginia and WMATA approved for
completion of the Project
Compleled Phase 2 Preliminary Engineering
Initiated Design-Build Procurement for Phase 2
-
Package A
Submitted TIFIA Letlef of lnierest
Completed additional Envrronmental Review and Approvals
Awarded Phase 2 Prirnary Design-Build Coniract (Package A)
lssued NTP to Phase 2 Pnmary Design-Build Contracior (Package A)
Initiaied Design-Build Procurement for Phase 2
-
Package B
Submit TIFIA Loan Applcation
Phase 1 Substantial Completion
Financial Close for TIFIA Loan
lssue NTP to Design-Build Contractor for Yard/S hop (Package B)
Phase 2 Substantial Completion
December 2018:" Phase 2 Revenue SeNice to RoLlte 772 Station Begins (WltlATA)
" Denotes curenU'/-eslinated date
Pagc l7
UIFB*n'd{neEDo'bid^
rrAcreditprosnm
Fiscal
year
20lJ Application
SICTION D: Finnncial Plan
Thc tbllowins ilems conccrn the projec|s trpdated financial pto_ incorporaring prctinindy feedback fron the DOT in
connection with the Lettef of lnterest. This section requesrs Darrarive infomarion and four exhibils. Note: Fot the
purposes ofthk apptication, lrppti.ants shoaLtpropose u singleJindncins structurc, rcprcsenting the scenaio.teemed to
hav the
srcate
Akefihood of occuning. It/hite the DOT wirt eyotu.tte ttrc ptuposet
finan.ial
ptan, the DOI'! s?k.tion
of the prcjed
fot
TIFIA assistance does not impt! that the DOT has npprcvetl the prcposed
rtnancidti
the DOT ha!
reqaite modiJintion\ to thp
linanLiat
plan tfie, sata.tion and hafo,e cxccrtion of the cNdit asrcemeht Fol the
Jinanci$l
pL'n, anr combindtion of the thrce
4:pe,
of crc it .jssistu ce o|foe.t ando TIFIA mat be use.!, proritjetl that
the total TIFIA .rcdit amount is capped ut 33 poce t of eligibte pntject costs.fot toan gutt\ntees und line, .t .,edits.
In cerraik cilcumstan.es, ptujects ,equesting a dit.ct toan na!'be etigibte
for
oe.tit assista ce
t)
to 49 percent oJ
eligible prcject costt, The DOT ma! ask apptidrnts to dettetop attematire scennios, as ecessiry.
Ihe flnancial plan should be prepared in accodaoce Nith fcognized financial reloding sruddds such as rhe
,.cuide
lbr
Prospecrive Financial Illtbr ation" of rhe Americar In tllie of Cerrified
pubtic
Accotrnrants (AICPA). The narrarive
descdptions for the financial projcctions should include the sources ofinformation fof the forecasls and the merhodoiosy
Lrsed for developins the forecxsts as xell as descfibe any changes to the prcjecr and financial projecrions sjnce the
submission ofthe Letter oflnterest. The discussion should also ideniil! wh ether $ere has been ant independent vaLidation
ofthe lb.ecans or sensitivhy testing. Anv documenration thar provides rhe basis for the projected costsirevenues (Eg.,
revenue studies, feasibilitt studies, economic forecasrs) should be included as alnchmems to ihe pjan.
The list below should be included in fie applicarjon packcr wtrh rcsponses afiached and numbered to cofiespond to the
relevdl
jtem.
Ile s l, 2, and 3 below musr also be Drolided on a CD in a spreadsheer forrnat. The DOT musi be able to
reliew and adjust the assunptions;n these files; i.
pDFur
'ratues,copreiofrhesprcad,heerarenoracceprable.
Tolal
narative supponing Sedion D should rot exceed 20 pages. Th prc forma(s) and supporthg documenrarion requested
under
jtems
4, 6. and 7 (Exhibirs Vll, VlIl, and IX. respecrivell) do nol count tos,ard rhe page tinil
l. Estinrted Capiral Project Cost.
a) Provide a deiailed capilal cost estinate for rhe proiect. Distinguish berween torat and
,eligibte
prcjecr costs,' as
defined under TIFIA: and descfibe an] costs oractivities rhar nay nor be TTFlA-etigibte.
b) For TIFIA-e1igibte cosls. provide an acrivity breakdown. as appticabte. fori feasibili! studies, preljmina0,
engrneertug, environmcntal assessmcnt. righl-of+al-acquisirion, vehicle acquisilion, construction. construclion
engineedns and inspection, prcject managemc r. conringencies. and caprrdtized financing cosls (including
reserues, capitalized interest, and capital isslLancc oosts for other pro.ject financing). Include oiher cost catesories
ar necessay.
Note: All cosl esiimates *ould be expressed on a cash (year-of-expenditure) basis and shoutd
jnclude
a naralive
descdbirg assumptions used to d.ive al such csrimares.
Theest maied tolal cost to deslgn and construct the Dutles cofidof letrorail
prolect
is
g5.684
bi lion, exctuding
the County"Funded Elements (the Phase 2 parking garages).
The capital cost for
phase
1 is 92.906 blion,
wh ch inc udes approximalely
$201 nrrltton of related sudace transpodatton capiial impfovements that are TtFtA-
eligibe The capiialcost estirnate for Phase 2 is $ 2 77a hi)liot.r.
Reliability of the CapitalCosi Es/imales
The Phase l capital cosi is the budget amount authorized by the Airports Authority Board. AsofJanuary3l,
2014, a tola of $2.608 billion of capital costs has been expended on
phase
1, apprcximate y 90 percent of the
total budget
The Phase 2 capital cost is based on 1OO% preliminary
engineefng drawings and cost estlmates that were
completed in l\,1arch 2012 and that have since been refined. A design-build delivery method wi be used for most
of the work to promote rnnovaUon, flexibilily, and dsk sharing
Page l8
rF,Ac,edi,prcs'n
Fiscal
year
2013 Application
The p
mary design-build conkact for
phase
2 (package A) was awafded on lvlay 14,2013. Five pre qualified
co nlractor teams competed for the contract that includes the consiruction of six l\,4etrora il stat ons. 1 1 .4 mjles of
track and guideways,
arld various waystde faciiiies such as traction power
substations A team led by Clark
Consiructon Group and Kiewit Infrastruclure South Co. submitted the winning bid of
g1.178
bilion, whi;h was
approximately
$14 m llion lower than the next towest bid submitted bv a te;m led bv Bechtei lnfrastructur_a
Corporaton. the cortactor DUidtng
phase
1
The design-build procurement
for Package B, which includes ihe constr!ction of a Rail
yard
and IMaintenance
and Storage Facility at Dules Internationat Airport is underway. Four teams were short-tisted on February 5,
2014, and lnvited to respond lo a Request fof
proposals.
The
package
B design-build contfact, estimated io
cost befreen
9260 m on and 9280 mi ion wi be awarded to the quatiiied
Offeror that meets the RFp,s
leohnical requiremenls and has the lowest price. This contfaci is expected to be awarded in June 2014.
T I F I A- El ig ible Proie ct Casts
The Rail Project baseline cost estimate used for the purpose of sizing the TIFIA credit assistance request is
$5.684 bllion That amount is subject to the Local Funding Agreement among the loca funding padners that
specfes each partner's required shafe of capitat funding for the
project,
exctuding the County-Funded
Elements. The construction of the
phase
2 parking garages is being undertaken separaaev by Fairfax County
and Loudoun Countv
This $5.684 billion baseline project
cost estimate also does not include finance charges that have been
excluded for the purpose
of sizing the TIF|A request but which may be etigibte for federat reimbursements with
oan Droceeds.
Table 1 ln Seciion BO of th s applica|on provides a breakdown of the TIFIA eligib e cosis for each
phase
of ihe
Pfojecl and the Phase 1 Relaied Capilal tmprovements using the Standard Colt Categories established by ihe
\,rurn
Dde:|t.)u)atl
Us&Fr,rEld'r@a.6
2 Provide thc total anount and lype of TIFIA nedii assislance requesred, including the percenlage ofrolal reasonably
anlicipared eligible prcject costs.
The total amount of rlFlA assrstance requested for the
projeci
is 91,875,697,183 wh ch is 33
percent
of the iotal
TIFIA-eligible costs.
The total TIFIA fequest rs aliocated among the localfunding partneF
as follows:
1
,277 ,349 ,782
443,274,894
Airports Authorlty (DTR):
Faidax County:
Loudoun County:
Total TIFIA Credit Assistance $ 1,875,537,183
195.072.547
The local funding parinefs
are seeking direct loans
-
lhe Fairfax Counly Loan the Loudoun County Loan, and
ihe Airporis Authority (DTR) Loan
-
1o expedite comp etion and enhance the economjc impaci ofihe
proiect.
This application focuses on the $1.277 bllion Airports Auihoritv Loan / DTR Credit. which will be used to
monelize toll road revenues to hetp mitigate to rate Increase! Fairfax County and Loudoun County are
subfi ting separate applicalions addressing their respeciive TIFIA loans for the
project.
Page 19
0
Fiscsl Year 2013 ArppIicstion
i. Summary Table: Sources and Uses ofFunds.
a) Sources should include separare line items, as applicable, fbr Federal grants, srarc
sranls.
local gmnrs, privare
rnlestment (equity or debt)i any olher cont.ibutioDs, arket lalue of right-of-way dedications. bond proceeds
(seneral obligation, revenue, and olhers). other bonowins (specilf), inveshenr ircone, rerenLres, and Federai
credil assistance proceeds. For cach line ilem. describe the sdus of Lhe source (...g. requested, commihed. and
rcceired). Provide supponing documeniatjon io clidence the sratus olthese funds in Exhibil VI.
b) ljser should include separate line items. as applicable. for feasibiliE sludies, preliminary engineerins, derign,
envrronmerltal assessnreni and nitigation, right of-$,ay-acquisition, vclicle acquisilion. conslruction, conslrrdion
engineering and inspection, insurance. project management. contingency funds, and capitaliTed financing costs
(includins debt seNice reseFe tunds. capilalized inlerest. and capital issuance costs {br other projeci financing).
Include other catcgories as necessary.
Note: Total sources and uses should be equal to one anothef and equal the estimaled tolai project cosls. All eslimates
should bc expressed in
)ear-of-expendilure
dollars.
Tab e 2 below shows the antrcipaied contributions flom each funding source, by phase and as a percentage of
lhe curreni $5 684 billion "baseline cost estimate ihai is subject to the Local Funding Agfeement amorg the
local partners.
Table 3 shows the sarne information on an annual basis wtlh all eslimates in year of-expenditure
dolars. Fo lowing the iables, there rs a brref drscussion that highlights ihe curfent status of each fundlng source.
Table 2: A ocation of Prciect Costs andT|FIA Crcclit Assishnce
(1) Phase2 PatkihgGatages are assuned ta be funded direcuy by the Caunnes
12)
Daes nat tnclude $1 50 nillion of Cannohwealth funds that \|ill be used ta
pav
tuebst an DuUes fa Raact evenue aanas.
(3) Tatals nay not add up.lue lo rcundihg
The fedefa (FTA / New Stads) funding and the aontrbutions lrom the Commonwealth of Virgnia are fxed
arnounts. Undef the Local Funding Agreement the contdbutions from Airports Authorty / Avation funds, Fairfax
County, and Loudoun County are fixed perceniages
of the total project base ine cosls, as shown The
contribution from the Airpods Authofity / DTR funding is not limited by any agrcement or contract.
Page 20
SOURCES OF CAPITAL FUNDS
Comnonwealth of Virginia
)
M/VAA (Aviation Funds)
IVIWAA (Dulles Toll Road)
TOTALSOURCES OF FUNDS
13]
UjeFiFld's+q!|ei
Fiscal Vear 2013 Applicution
Table 3: Annual Uses ancl Sources otFurds
Pase 2l
Ul*P|nilddrl#po'u|ioo
Fiscsl Yew 2013 Application
The 6tatus of each source offunding is summarized below
Proceeds frcm FTA Full Fundinq Gnt Aorcen"rent {FFGA) / FFGA Noles: Commifted and Partially Received
Approximately $797.8 million of the $900 nrillion of federal lransit funding commiited for Phase t has been
approprlated by Congress through FY 2014 (see FTA Fiscal Year 2014 Appropriations, Allocations, afd
Proglam Information, including the FY 2014 CIG Allocations table (Tab e 7), published in the Federal Reglstef
Vol. 79, No. 46, dated IVIarch 10, 2014). On December 17, 2012, ihe A rports Author ty isslred $200 mlll on of
iixed rale notes secured by the femaining fedefal funding anticipated to be received pursuant io lhe FFGA with
Commonwealth ofV roinia Fundino for Phase 2: Commifted and Partial/v Receiyed
in Januafy 2013 the Commonweaih of Virginia and the Airports Authoftiy sig ned afunding agreement that sels
out the terms and conditions for ihe proviston
and use of 9150 million of siate funds conrmitted by the
Commonweath ln the December 2011 lMemorandum of Agreement ([rOA) beh^/een the Unted States
Department of Transportalron, the Commonwealth of Virginia, Fairfax County, Loudoun County, Washington
l\4etropoiitan Area Tfansit Authoriiy (WIVIATA), and the Airports Authoriiy. Under the current financial plan, these
funds wil be used io heip pay debt service costs in order to mitigate toll rate increases during constfl.rclion
lhef ihan capital costs of the Rail Project. The $150 million was received by the Airpods Authority on April 15,
2013.
On May 14,2013 Governor lvcDonnell s gned V rgrn a s Road to the Future (HB 2313), lhe oornprenensrve
iransportaiion fund ing leg islat on that provides
9300 mrll on of add itiona staie fund ing for the Rail Prolect.
Pursuant to state law, $100 million has been allocated to the Rail Project in each offiscalyears 2014,2O15 and
2016 from the Commonwealth's Highway lvlaintenance and Operating Fund.
The Commonweath and the Airporis Authority are drafting a funding agreemeni thai wrll set out ihe terms and
conditions fof the provislon and use of the funds provided under HB 2313. The first
glOO
mrllion has already
been ncludedirtheFiscalYear20l4VDOTAnnualBudget. (See "fulWAA-DuJles Rail" line item undef
'Ded
cated and Statewide Construction on page 18 ofthe fottowjng:
http l/www viroin iadot.oro/about/resou rces/FY 14 Budqet final.pdf)
Fddax Couniv Committecl and Partiattv Received
Pursuanl to ihe Local Funding Agreement and the IVIOA, Fairfax County is commitied to fund 16.1% of the total
Rall Project baseline cost. Fairfax County has akeady provided
9400 mittion to the Prolect. lt is anticipated that
$403 rnillion, approximaiely 78% of the remaining County commitment, wilt be tunded from proceeds of the
TIFIA ioan requesied by Fairfax Counly. Deiails on the expected contdbulions from the Dulles Railphase 2 tax
distflci established ln 2009 and ihe Co!nty s Commercial and lndustrial tax fund witt be pfovlded in the County's
TIFIA aoolication.
Loudoun Countv: Copmilled
Pursuanl to the Local Funding Agreement and the IVIOA, Loudoun Co!nty is comrniited io fund 4.8% ofthe iotal
Rail Projeoi baseline cost. lt is anlicipaied that
g1g5
million approximatety 71% of the remaining County
commitrnent, will be f!nded from proceeds
ofthe TIFIA loan requested by Loudoun County. Details on the funds
aheady approprialed for the Projecl will be
provided
ln the County's TIFIA application.
Airports Auihorilv Av aUon Funds: Commrfted
Pursuant to the Local Funding Agreefient and the [IOA, the Airporls Authoritv is commrtled io fund 4 1% of the
Rail Project baseline cosi. The cont bution is
fjianned
to be made from passenger facility charges (pFCs)
imposed upon use.s of the Airpods and other moneys from the Aviation Enterprise Fund. The Airpo(s Authority
currently has $15 milion avaibble for the Project in its Capilal, Operating and It a ntenance and Investmeni
Program ($5 million was budgeted in fiscalyears 2A12,2A1B and 2a1q.
Airoorts Auth odtv Dulles Toll Road: Coprnifted ard
paltiarfy
Received
Page 22
Ul&Pdnhldrofieo4:hdn
Fiscul Yeff 2013 Applicstion
Under the Pemit and Operaiing Agreemenl (POA) fof the Dulles Tol Road, the Airports Authority is obl gated to
frnance and complete the Rall Project. DTR nei revenues wlll fund project costs remaining after taking into
account federa
,
siate and local contributions. lt s currently estimated that the DTR funds wlli compr se about 49
percent of ihe Ra I Project baseline costs, of $2.788 billion (excluding the Phase 2 County-Funded E ements).
The A ports Authoriiy has issued $1.3 billion of DTR revenue bonds thus far (in 2009 and 2010), of which $1 03
billion has funded Rail Prolect cosis.
Approximalely $1 723 billion of additional DTR debt must be issued to complete the funding fof the Rail Project.
Assuming the requested TIFiA loan of $1 277 billion is approved, approximately $446 million of addltonal
publicly-offered
toll road debt will have to be issued. The Airpofis Auihofity has selected J.P. l\Iorgan Secu ties
LLC to serve as book-runnrng senior manager for the iransaction and Loop Capilal Markels LLC as co-seniol
manager. The financing team has been wofking on the transaction documents and will be
pfepared io price and
close the bonds in late l\,lay or eady June 2014.
Suppof(ing documentation fof the funding commitments ouilined above is provided as Exhibit Vl and inc udes:
-
LocalFunding Agreement among the local partners
-
l\,4emorandum of Agreemenl among the local partners as we I as DOT Virgin a, and WI,ATA
-
Full Funding Grant Agreement wiih FTA
'. Loca Fundrng Agrcement with the Commonwealih of Virgrnia (regarding use of the $150 million in state
grant funding thai cunenty is planned to be used to help pay debt service costs during construction)
4. Cash Flow Pro Forna. Attach the pro forma for the project as Exhibit VIl. The pro forma should irclude both a
statemenl ofsources and uses and a proiection ofmonthly or quanerly cash lloFs during the construction period and
annual cash flo\\.s rhereafter. All amounts should be expressed on a cash ('earof-expenditue) basis and should
ircl'rde a narative descfibing assumptions used 10 arive at such estinrares. The pro forma should include:
a) Projecled calh flows ihrough such ti e as all project debt is repaid, including separate liDe items for each category
of revenue
Guch
as sales lax prcceeds, fares, roll rcoeipts) dd cxpe.diture (at a minimum. conslructio!
expeDdirures. operations and mainlenance. contdburiors 10 reserves and capital replacenent funds, debt serlice,
repa),ments ofrhe TIFIA credit insrrunrent, and repayme.i ofoiher bonowed i.nds as
'vell
as equily dividends or
proceeds (as applicable), ifany):
b) Esrinated debt service coverase, separated into Federal, non-Federal (addressing, as applicable, senior andjunior
lien debt). and illusLraliDe projected combtued coverage, as applicablc;
c) Amotization schedule for all prcject debl, separated into Federal, non-Federil (addressin-s, as apllicable. senior-
andjunior-lien debo, and combined conponenrs; and
d) Anricipated repayment schedule illusaating rhe disbuNenenr and rcpaymenr of the requesred TIFIA credit
The cash flows assumed in ihts finance plan are presented in Exhibil Vll. They are incorporated in ihe
accomparyi'rg Ercel-baseo finalcal n ode.
5. Strpplementary Narrative Information on Sources ofFunds; Other Borrowed Funds.
a) Prcvide inlo nation on the other twes of borro$ ing. incldins the form of bonox'ing
(
e g, q-pes of bonds to be
jssued).
rhe pledged securily lor such borrowing, its priority with respecr ro the secufily pledged to the TIFLA.
instrument, detaih on sbucturing, rating assumplions, and anticipaled dming ofreceipt ofsuch funds. Informalion
Page 2l
UiePffidndspodin
Fiscal Year 2013 Application
on anortization schedules, expecied inierest rates, and coverage calculatjons should be included in the cash flow
pro fonna iequested undef iten D. (4). above.
b) For bond issuarces, discuss the articipared t3x-starus ofthe bonds, x'hether an IRS of bond counsel opinion has
been sought, and conlingency plans in the e1nt that the tax-slatus differs frcm thaiwhich is anticipated-
Lonq-Term DTR Revenue Bonds Currentlv Outstandinq
The tota par amouni of Dulles Toll Road Revenue Bonds issued as of lMarch 1, 2014. is $1,305 906 518I The
table below
provides
details on each se es of bonds that has been issued.
The paramount
does not lnc ude approximatey $157 m onolaccreted va ue on outsiand ng capirat apprec ation bonds
ard convefibe capital apprecialon bonds. nierest on those secLrrities is not paid
curentv lt accrcies frorn ihe date of
rssuance and is cornpounded sem annually on each Apr 1 and October 1 untit the maturity date or if applicabte, the
converson date, whercupon interesiwi be payable
semi annualy
Series 20T0C was authorized but not ssued.
Bonds insured by Ass!red Guamniy are ted 'AAr' (stabte ou{ook) by S&p and '42' (siabte ouiook) by t4oody s.
Page 24
The DTR Revenue Bonds are fixed rate secu ties. Approximately 62% of ihe outstanding debt rs tax-exempt
and the remaining 38% was issued as iaxable Butld America Bonds. Debt issuance on the First Senior Lien is
delibeGtely modesi in amount. The Airpods Auihority has chosen to reserve future capacty on this lien fof totl
road improvemenis. The Second Senior Lien is the 'working tien" accounUng for 76% of the outstand ng debl
The remaining DTR Revenue Bonds required to comptete the funding of
phase
2 (Series 2014) wit be issued
on this lien.
2009A 20098 2009c 2009n 2010A 2010B 2010D
3/1212009 u/t212009 8/12/2009 8/12/2009 5/27l2010 5127t2.01,0 5127t2010
$198.000,000 $207.056.6u9 $158.23.1,960 $400.000.000 si4.8ll.2t9 $13?.801.650 $150.000.000
s198,000.000 5259,651,081 s2t1,74{,259 $100,000,000 S70.04?..171 $t 75.296,177 $rs0,000,000
,\2 Bal Badl Bul Baal Baal Baaz
BBB+ BBB+ BBB+ BBB' BBB+ BBB
$133.266,4:15
Short-Term Notes and Loans
Commercial Paoer Notes. As of lMarch
Road Second Senior Lien Commercial
draw undef the progfam.
1, 2014, the Airports Authority has
Paper Notes, Series One. There
issued the $300 mi|on of Dules Toll
is no additional capacily available to
Fiscal Yenr 2013 Application
August 1,2011 August 11,2414
FFGA Noies On December'17, 2012, the Airports Authodty lssLred $200 million of fixed rate noles secured by
the rernain ng Fedel funding anlicipated lo be received
pursuant to a Full Funding Grani Agreement (FFGA)
with ihe Federa Transit Admlnistralion for Phase 1 ofthe Rall Project
Commercial Paper Series One Up ta $304 Mi ion
FFGA A/otes, Se,es
2012
2.16% Bank af America
December 1, December 1,
2412 2016
$20A Milion
DTR Subordrnate Lien Revenue Notes. On November 22, 2013, the Airports Authodiy sold $150 million ol
Dulles Toll Road Subordinaie Ljen Revenue Notes, Series 2013. The Notes beaa interesl at a fluctuating te
per
annum equalto the SIFN4A Rate plus 0.24 percent. An additional $150 million has been authorized but not
DTR SubaKlinate Lien Revemre A/otes,
Series 2013
November 22, Navember 19,
2013 2014
Up ta $404
Chase Bank
Future Lono-Term Borrowino
Prlor to closing ihe proposed
$1 277 bilion DTR TIFIA toan, the Airports Authority wi issue approx matey $446
milion of Second Senior Lien DTR Revenue Refunding Bonds to retire interjm financing issued to fund the
remaining obligation
No additional longlerm DTR debi is expected to be rssued for the Proiect affer the TIFIA loan ctoses and the
DTR plan of frnance does not assume or rely upon any fuiure debt resiructuring. lf the Aieorts Authority does
issue additiona bonds, it must comply with all applicab e covenants The addliional debi cannot be tssued if it
would fesult in a dowrgrade of the TIFIA loan below Baa3/BBB- without DOT s consent.
DOT conseni wll not be requhed for Completion Bonds even n the event of downgrade below Baa3/BBB-,
which sha I be defined as addiiional debt issued exclusively to pay cosis necessary to complete ihe Prolect in an
amount not to exceed $150 million.
Written consent of DOT will be required for any addiUona debt related to Special Pfoject Bonds and Additional
Projects. Wrtten consent willalso be required for the ea y retirement or a refinancing ofthe finatmaturity ofthe
ul'FP'ftdd144o'D'bi
)ttt: rilit ttxpndnn rax 11 ):i )a11
Fiscul Year 201J Application
existing Series 2009A First Senior Lien debt that matLtres ln 2044
Potential Phase 2 Interim Financinq
The Airpods Authority s considering sec!r ng short{erm inteim financing to reduce interest costs and provide
addiiional funding flexibiiity during construction of Phase 2 Three invesiment banking firms have been se ected
by the Airpods Authority Board selected to
legotiate
a potential TIF|A anticipation note l|ansaction. A
commercral paper pfogram
is anothef option thai will be evaluated. The Airporis Aulhorlty understands th6t
terms and conditions for any intedm financlng faciity are subject to the feview and approval of DOT. Any
interim funding program wi I be restricted to funding TIF|A-eligible Poecl costs, the amount outsiand ng and the
rnteresi rate wilbe capped at ievels approved by DOT, and the program will be relired after Substantial
Compleiion.
Relevanl flnancng documenls are presenled
as Exhibit lll and are available on Livelink and the enctosed
thumb drive (Tfusi Indenture, Commercial Papef documents, FFGA Notes documents, and rattng agency
6. Supplemeotary N*arrative on Reventre Source(s).
a) Describe all revenue sources ro be used io rcpay proiect financin-q. Speciry rhc nature ofthe
(dedicaled
or not dedicaled), the expected rate(s), ihe base to whicl such rates lviu be applied (e g, relait sates,
average daily traffic), projected revenues ilom each source, and proiected increases or decreases in such rcvenues
bJ Elaborale on exisling or anricipated pledges/claims on rcvenues and provide a briefsumnary ofall ciaims on the
flow oftunds.
c) Atlach documentation (e g., relenue studie\, reasibilit) srudies. farfic studres, and economjc torecastsl as Exhjbil
VIII to prcvide the basis for projecled revenues and their respective articipated rates of change. If independent
rcvenue prqections have not
ler
been obtained, state *hen such independent projeclions wj be completed and
identil_n the consultant engagedto perform re anal)rsis.
Source of Reoavrnent
The DTR TIFIA Loan will be payable from, and secured by a
ptedge
of Toli Road Revenues (as defined be ow)
that is subordinate io ihe pledge securing the Firci Senjor Lien Bonds, Second Senior Lien Bonds, and
Subordinate Lien Bonds The A
rcorts
Authority has also pledged, iorthe benefit of all bon dhotders, amounts on
deposit from time 10 time in the Dulles Corridor Enteryrise Reserve and Tolt Raie Stabilization Fund and the
Aifpofts Authortys interest in the DTR
permit
and Operating Agreement.
To I Road Revenues consist of:
(a) Tolls collected on the Dulles Tol Road:
(b) any interest income on, and any profit reatized from, the
jnvestment
of moneys in any Fund of Account to
the exlent that such income or profit ls not hansfefied to, or retained n the Revenue Fund or any Bond
Fund, excluding any intefest lncome on, and any
profit
reaized from, the investment of moneys in the
Arbitrage Rebate Fund, the Renewal and Reptircement Reserve Fund, ihe Cap tat mprovements Fund, lhe
I\,4eiroil Project Fund, th Latent Defects Reserve Fund, ihe Transit Operations Fund and ihe Remaining
Toll Road Revenue Fund;
(c) a I moneys released from any fund or account and transferred to the Revenue Fund;
(d) all pfoceeds
of insurance payable to or received by the Airpods Authority with respect to the Dutles To
Page 26
Us&Pdffilcl'tfupoidon
Fiscal Year 2013 Application
Road (whether by way of ciaims, return of premiums, ex gratia setiements or otherwlse), including
proceeds from business interruption nsurance and loss of advance profits insufance, but excluding
proceeds
of fire and oihef casualty insurance
(e) the proceeds of any condemnaiion awards with respect to the Dulles To I Road; and
(f) al oth e r amounts dedved from or with fespect to the operation of the D u lles Toll Road.
Tol Road Revenues do not include:
.
the proceeds
ofany sale of land, buildings or equipment;
,
any Interest ncome on, and any profit realized from, the nves{ment of moneys in any fund or accouni
iunded from the proceeds of Special Projeci Bonds;
'
any arnounts feceved by the Airports Authority from, or in connecton with, Special Prolects, unless such
amounts are specifically designaied as Toll Road Revenues by the Airports Authority;
.
subsidy payments
thai are expecied to be received by the Aiports Autho ty from the federa government
pursuanl to the pfovisions ofthe American Rdcovery and Reinvestment Aci of2009 and
.
any other amounts which are not deemed to be fevenues in accordance with generaly accepted
accounting princtples
or which are restrlcted as to iheir use
In no event shall Toll Road Revenues include any Alrpofts Authority assessments or revenue derived from or
dedicated to operat or of tl-e A,.pots.
The TIFIA Loan Agreemeni will provide that for purposes of the TIF|A Rate Covenani and Additionat Bonds
Test, funds iransferred from any Debt Service Reserve Account DCE Reserve and Toll Rate Stabi ization Fund,
R&R Reserve Fund, Corridor Capital lmprovements Fund, lvletrcrait Captlat Projects & Latent ReseNe, Etjgibte
Transii Operatons, or Remaining Toll Road Revenue Fund io the Revenue Fund shall noi be used in the
calc!lation of Toll Road Revenue.
Exrstrno Liens and Flow of Funds
The proposed TIFIA loan will be a
junior
(fourth) tren obligation wlh investment grade credii tings ffom hrvo
nat ona ly recognized rating agencres The preliminary rating opinion lelter from Standard &
pools,
included as
Exhibit IV. corrar'ls al iloicat ve
.ati19
of BBB
.or
rl^e proposed
JJlror-t,en
TtFtA oan
TGffic and Revenue Studies
A Comprehensive Traffrc and Revenue Siudy was inctuded in the official statement for the Dulies To Road
Revenue Bonds, Series 2009. A copy of the 2009 Study and an Update Lelter were pfovided n lhe official
staternent for lhe Series 2010 Bonds. In January 2013, the Alrports Authority posted
the Dulles To Road
Traffio and Revenue Study
-
2012 Updaie Finai Report, which incorporated a complete review and update ofa I
assumptions and inputs, rncluding underlying socioeconornic projeciions.
In anticipation of the issuance of the Sefies 2014 Revenue Bonds and the ctosing of the TtFtA Loan, the
Airpods Authority commissioned another compfehensive traffc and tolt revenue stucjy to bring up io date ihe
assumptons regardlng future toll tes based on expected Federal and Siate funding, the regional econom c
outlook, and actual tfaffic and revenue performance
through January 20.14, including the impacts of the recent
DTR iol rate adjustments. Backglound information regarding the DTR has atso been updat;d ihrough January
2014.
Page l7
Fiscal Year 20Ij Application
The 2014 Study was cond!cted al an investment-gfade level and is considered suitable for use in issuing debt
to finance the Rall Project. The resulis of the 2014 Siudy are not materially difierent from those of the 2012
Update.
Both the 2012 Update Final Report and the 2014 Drafr Final Repod are presented as Exhibit Vlll and are
availab e on L velink and lhe enclosed thumb d ve. The Dulles Toll Road Tffic and Revenue Study-2014
Flnal Repor( is expected io be released by April 2014
7. Proposed Terms for the Requested TIIIA Credit Instrument. Identi1], theEpe(s) ofl IFIA credit inslrumentbeing
requested (securcd loan- loan guarantee, standb) line ofcredit) and. at a minimum. fhe following proposed terns and
condiiions fof each proposed credir instrumertr amounl origiration daie, final matufily date, estinated irterest rate.
timing of disbursenenls. pledged security, repayme.t sources. anonization schedule, and lieo posiiio.. The proposed
TIFIA credit facility. which nusl be senior or parit) lien in the e\Dt ofbankruptcy. liquidation or insolvenc). can be
subordinate as ro cash flows abseDi such an event. Please describe w|e1her a s'ai!r of the nonsubordination
rcquircmenr is requested and how the applicanl meets the applicable requirements. The
!.oposed
tems and conditions
should be submilted as Exhibir lX.
Ihe Airpoirs Authority requests that the TIFIA cfedt Instrurnent be structured as a secLrred ioan in the amount of
$1,277 ,349.782. The Airpods Auihority is a public
agencywrth a pre-existing indenture, but it is not requesting
a waiver of the non-subordination requirement.
The Airports Authorty has reviewed the TIFIA Loan Term Sheet Sample Template (last updated July 2013).
Exhibit lX-A ls a mark-up of that document that shows the various edits that will be necessary to conform the
template anguage to the proposed DTR TIFIA transaction, such as e|minaling references to equity
contrib!1ions and adding language from the existing DTR ndenture.
Prcposed terms lnclude:
FINAL N]ATURITY
SECURITY
AND PRIORITY
No later than October 1. 2050. The cash flaw pro foma submttted as Exhibit Vll ta |his
application shows the TIFIA loan being fully anodizecl by October 2049. lf interest
rctes rise piot to the clasing of the TIFIA loan, it nay be necessary la exlend the
scheduled amoftizatian by anather year to maintain the target 1.25x pto fotma debt
seNice coverage of alldebt seyice in the Base Case Financial Model.
The TIFIA Band wil be payable from. and secured by a pledge
of Toll Road Revenues
(as defined above in Section 6) that is subordinate ta the pledge secuing the Firct
Senior Lien Bands, Secand Senior
qen
Bands, and Subordinate Lien Bonds.
The Alrpods Authority has also pledged, for the benefit of all bondholderc, amaunts an
depasit from tine to time in the Dulles Conidor Enterytise ReseNe and Toll Rate
Stabilization Fund ancl the Airyofts Authantys interest in the DTR Permit and Openting
Agrcement.
Under a Bankruptcy Related Event (as defined in the DTR master inclenture), the TIFIA
Loan will sping to paity with the Firct Seniat Lien Bond position
sa long as any Fitst
Senior Lien debt is outstanding while TIFIA rcnains outstanding; atheMise, it wil sping
to parity
with the Second SeniorLien Bond pasilion.
TIFIA INTEREST RATE TIFIA Loan sha bear interest at a fixed nte catcutated by adding one basjs point
(41%) to the rate of securities of a sinilar maturily as
publishecl
on the execution date
of the TIFIA Laan Agreement in the Unifed States Treasury Burcau of Public Debt's
daily rate tahle for State and Lacal Governmenl Series (SLGS) s6curit/es, provided that
the TIFIA lnter$t Rate shall not be /ess fhan the yield an 3)-year United States
Page 28
TIFIA
DISBURSEN4ENTS
Treasury secuities as of such date.
Disbursements shall be made no nore frequently than monlhly to the Bonower to
reimbutse Eligible Prcject Casts incuned in connection with the Project pursuant ta
requisitian procedures
set fotth in the TIFIA Loan Agreement and subject to tha
Borrawef s compliance with clisbursemelt conditions.
8. R.asons for Selecting the Proposed Type(s) of Crcdit Instrument. Describe why you de requesting the specific
tlpe(s) ofTIFIA credit instrument. Ifyou are rcquesting only a direcl loan and/or a iine ofcredit, specil the projecl's
financial structute if fie TIFIA credit assislance was insiead in the lonn ofa loan glnratuee, includirg the a ounl of
guaranteed loan assistance rhat would be fequired. Il applicable, describe why the project intends to use a Masler
Credit Agreement.
The local funding padners
have committed to fund over $4.2 bilion, or about 74 percent, of the 95.68 brllion
capital cost of the Prolect. This funding wil be derived from local DTR userc, Airports use|s and prcperiy
taxpayers. The Airpods Authority must increase.DTR toli rates in order to meet the 92.8 bilion DTR funding
share And t musl ise another 5233 million from non-DTR sources
(AirDoris
users) to meet ts local shafe of
baseline costs. Likewise, Fairfax County and Loudoun County must utilize special tax dlstricis and other sources
to fund nearly 51.2 billion of baseline project costs. These are extraordinary local commitments for a major
project
of national significance wiih widespread public benefiis.
Every dollaf of TIFIA loan frnancing ihat can be obtained not on y expedites and faciliiates projeci completion by
reducing financing ask but also significanty lesseils ihe potenltal burden on Dulles Toll Road users and County
taxpayers. The requested TIFIA loans will enable lhe Counties to
provide
theif maior contributions in a cost-
effecUve way and allow them to pursue other criticat infrastruclure tmprovements ai the same time. TIFIA loan
financrng will also enable the Airports Auihority to bettef leverage the DTR revenues with minimal retiance on
relatively expensive capital appfeciation bonds and subordlnate current interest bonds. which could enable
fulure tollrates to be approximaiely 30 percent iowerthan otheMlse required.
The public benefit of TIFIA assistance wouJd be significantly diluted if ii were lo lake the form of a loan
guarantee
instead of a direct loan. lt would be very difficult io find a lender wilting to pfovide ftnancing on
comparable tefifs at an interest fate conrpetitive with that of U.S. Treasury obtigations. Even with a federal
guafantee,
a privaie lender would insist on liquidity and transacUonal rate premiums that wou d increase ihe
borrow ng cost. In addition, private lenders are generaly unw lling io make long{em loans on non-commerctal
ierms, incl!ding allowing borrowefs to structure backloaded loan payments
or pre-pay (take out) oans without
penalty. The combination of less flexibjlity to structure the loan p us a higher nominal bofrowing cost woutd
offset much ol the TIFIA benefit
jn
leveraging thd DTR toll revenue siream. The MOA executed between DOT
and the funding partnefs
assumed direct oan financing through TIFIA as the most cost-effective means fof
fedefal assistance to help mitjgate projected
toll raie incfeases
-
by providing the greatest pubtic benefit with the
lowesl subsidv cost.
9. Flexibility in the l'inancial Plan to Support a Reduced Pc.centage of TIFIA Credit Assisranc. Explain the
llexibiliry in the iinancialplan to finance the projecr with a reduced perceniase ofTIFIA dedit assislance.
The requested TIFIA loan will generate great
benefii from increased financialflexibility, lowef oorrowrng cosrs,
and rcduced pressure
on toll rates. With $1.28 bjllion of TIFIA assistance allocated to lhe DTR credit. the
A rports Authority can minimize reliance on relatively expensive capital apprecration bonds and subordtnate len
bonds n financlng the remainder of the DTR shafe of projeci cosis. tf the Airports Authority receives a srna ter
amount of TIFIA assisiance it wrll have to issud additional, more expensive debi into the capial markets to
complete the financing fof the project. The addiiional cosi and financing risk depends on the TIFIA amount and
the structuring of lhe additional ioll fevenue bonds, which will be timited by the DTR projecied fevenues thal
ramD uo over trme.
Page 29
Fiscul Year 2013 Applicstion
Fiscal Year 2013 Application
10. Risks and Mitigition Strategies. Identiry risks to project completion and sufficiency of revenurs. Sample risks
mighl include cosr escalalion, approvals, lirigation, construclion schedules. ridership and tafiic leveis, alailabilit) of
grant tunding. and markel access. ldentii all mitigation stratgles and any proposed cost-containmenr approaches
(cg.. design-build. value engineerhg, guamnteed ma\inum price and,or completion date, saranlies. or other
incentive/disincedive clausesJ.
The Alrports Authorty has devoted slgnificanl resoufces and expeftise to managing the risks associated with
operating the DTR and constructing the Rail Project. The following discussion hghlights how the primary
prclect
risks have been, and will be miiigateo.
Potential Cost Overruns and Construction DelaJs
Phase 1. On February 7, 2014, Dulles Transii Partners (DTP), the contractor responsible for delivering Phase 1
of the Rail Project, notified the Airporls Authority ihat it had achieved substanual completion. After conducting a
rev ew of the documentaiion subrnitted by DTP, the Aiporls Authority ldenlified several iiems that were deficient
end instructed the contractofio address the outslanding issues as quickly as possible.
The Airpofis Authority is cuffenily working closely with DTP to ensurc ihat all contractual obligations are
satisfied before Phase 1 advances io WIVIATA s Operational Readiness Testing stage. After determining
operational readiness, WfuIATA has up to 90 days to conduct further testing. During the 90-day period, the Tri-
State Oversight Committee and the FTAwill also conduci reviews
It is not possible io predict precise y when revenue service wil begin on Phase 1, but furlher deays in achieving
substantial complelion of this phase of the Project are unlikely to have any impact on the DTR revenue bond
cfedlt. The risk mitigation strategies fof Phase 1, whrch include cost and schedule contjngencies, a captal
reserve accounl and contractual provisions
for licjLridated damages under certain circumstances, should offsei
any additonal cosls incurred as a result of the delay.
Phase 2. The AiForts Aulhofty, following the Federal Transpodation Adminlslration OP-40 guide|nes, has
developed an initial Risk and Contingency l\ranagement Plan (RClVlP) for Phase 2 of the Project. The fottowrng
are ihe major elements of this plan:
Risk Mitigation Plans: Each of the most significani cost and schedute risks has been identifled and, for each,
initial plans have been developed to rcduce exposure lo cost and schedule impacts that couro occur.
. Primary risk miiigation efforts for the mosi significant sks are deslgned to limit the effecls of realized risks
as they occur on the Project. IMitigation alternatives are identified in advance to reduce the necessitv for the
use of Project coftingency ftrnds or avatlable soheduJe contingency
.
Potential secondary mitigation measures are being developed tn more detait by the
project
team based on
ihe primary desrgn-burld contfaci for the Project as the ava lable cost contingency ls rdentified. The basic
eements of the design-bulld contractofs schedule provide
a rationa basis to assess secondary schedue
mitigation slrategies.
Contingency Management P/ansr Cost and schedule contingency requirements to cover fes dual fisks remain ng
folowing prcactive risk reduction have been determined and appropriately atocaied to ihe vafious Pfoject
phases
and contract packages. This allocation has been based on the likellhood and magntude of risk
associated with each of ihe Pfoject phases. Prccedures have been developed in accordance with Federal
Transportation Administration Oversight Procedurcs Number 40 (OP-40), to manage the controtled use of ihe
cost and schedule contingencies thus allocated.
Us*pdruddraP'bion
Fiscul Yetr 2013 Application
Contingency Cantrols Processr The tota
program
cost contrngency for the Rail Prolect (excluding budgeled
contingency for the Phase 2 parking gafages) ls approximately $55'l milllon. The management and control of
contngency for the P@ject will be pedormed n accordance wlih the Alrpo/ts Authofiiy s Project lManagement
Procedure P2l\I-5.07, Rev 0, developed specificaly for the Phase 2 Projeci. After contingency has been
esiab ished and alocated, its further use wili be through a iormal, documented
procedLrre
of requests and
authorizallons. The project management ieam will provide regular repofiing to document contingency usage and
ind:caled lrends
Appropriate implementation oi this risk and conlingency management plan, including timely reassessmenl of
risks, will assist with opt mal Project cost and schedule pedormance measurement and control.
Ivlore than two hundred poiential risks were lnitially ldeniified, categorized, prioriiized and registered in ihe
Phase 2 pfoject Risk Regisier. In order to proactively and effectively identify and mtigate any potential rsk
events, an rnitial lisi of stlategies and measures has been deve oped. A Top Ten Risks Lisl has been e)dracted
ffom the Risk Regisler. This list of most critical ilerns (as ranked by potentlal severity level of pfobability, cost
and schedule impacts) wll be closely monltored so ihat the rlsks can be managed and mitigated timely and
effecUve y. As Phase 2 progfesses
and contract packages are awarded, the Risk Register, the Top Ten Risks
List and the RCNIP will be furiher refined, qLralified
and updated.
The RCIIP (Vers]on 1c, dated November 2013) has been approved by the FTA and is avaibble on Livelink and
the encosed thumb d ve.
Permits and Aoprovals
TIFIA funds may be obligated for the POect since th final Record of Decislon (ROD) has been issued for
Phase 2
The Airports Authority, as the Pfoject Sponsor, is iesponsible fof ensuring that necessary permits and approva s
are obtarned. The Aircofts Authority has deveoped a Permtt Plan lhat describes strategies and actions for
obiaining the remaining necessary permits for Phase 2 of the Pro:ject. Permitting will be a continuous prccess
during ihe life ofthe Project.
IMost pemiis wil be part of the Design-Build Contracior's scope ofwork, but selected environmental permiis and
local land use approvals will be obiained separately by the Airports Authority. Permits needed for setecled utiliiy
relocations will be obtained by lhe Airports Authority, utility relocation final designe(s), contfactors, and uUhly
companies. Du ng Design-Build, the Design-Build Contractor is responsible fof final design and construction
and, as such, will be responsible for managing the pefmit process at that time.
The Design Build Contracto(s) shall refine and expand, as needed, the ist of permits and approvals to match
iheir final designs and construction processes. The Arrports Authority will file for local land use approvals such
as Special Exceptions from Faidax County fof three station areas, from the Town ol Hemdon for one station
a rea, as wel as ffom Loudou n County for iwo park ing structures and a F inal Development Pla n approval for one
station area. The Design-Build Contractor shatt seek permits and approvals for temporary constauction activities
as well as for permanent
work, as designs and construction are progressively completed These
permits
and
approvals shall be sought as early as possible
The Airpods Authority will be identified as the permittee on
permit
applicaiions and land use approvals for permanent structufes
The curlenl vercion of the Permil l\,lanagement PlaF (dated August 20'13) is available for revjew on Livetink and
the enclosed thumb drive as are copies of rnajor permiis and approvals issued for Phase 2 of the
project.
A llst
ofihese permits and approvals is presented in Section C6 ofthis appiication.
Fundinq Risks
The Airports Authority's funding partners
are governmental enllties that have eniered into agreements to provide
Page 3l
UsolPln dorlseotdoo
Fisc Yeur 2013 Application
funding for the Rail Project. As shown in Table 4 below $2.588 billion of the funding for the Rail Project,
approximately 46% of the total arnount required has been received. No assurances can be given that al of lhe
flnding partners w ll make their rema ning conlributions on a timely basis, but that risk has been, and can be,
mitigated by taklng advantage of interirn financing vehicles during construction. By lssuing commercial paper, of
TIFIA anticipatlon notes, the A rporis Authorty can continue to fund project costs when incurfed and obtain
reimbursement from the funding partners at a later daie.
In additon to the t ming fisk, thefe is the theoretical possibility that a funding partnef might not be able to
provide
its iull contribution That sk is mitigated in part
by the fact lhat ihe Airports Authorliy and ihe Couniies will
aheady have access to approximately 74% of the r total femaining funding commlmeni if the $1.875 billion
TIFIA request s approved. lffor some reason a funding panner is not able to make lts contribution, the Airpods
Aulhority would need to issue completion bordq (with DOT consent requircd if the arnounl exceeded $150
m |onj.
Table 4: status ot Funding commitments
Federal
-
FTA Fu Funding Grant Agreernent
17)
State- FedeG Surface Tnspoftaiion Progmm
Siate
-
Vrg n a Transpodation Act of 2000
Staie Commonweath Transpodation Boad (CTB) Bond Proceeds
Siaie
-
H ghway Malntenance and Opeatjng Funds
f2)
Aifpo(s Auihority - Avaton Funds
A oorts AJlhority - D- esTo Bord >'
TOTAL SOURCES
fexclrdlrg CaunVfunding for Phase 2 garages)
T5
125
300
273
900
T5
915
233
2788
798
75
75
125
0
0
400
0
1 115
300
273
515
233
'1,673
5,584 2,544 3,096
1) The rcmaining FFGA receipts were securiilzed in Decernber 2012 through the issuance of $200 rnillion of fixed raie
2) State eg s ation enacted in 20T3 provides
9100 milion in FY20T4 20T5 and 2016.
3) Loudoun County expecls io fund its share from generaltund appropratons and pfoceeds
irom a 9195 mition TtFtA toan
(71% oi its rema n ng cornmiiment).
4) Fairfax County expecls to fund ltssharefrorn specialtaxes on commercialand industria properles and proceeds from a
5403 rnillion T F A oan (78% of ts rema n ng cornmitrnent)
5) The Arrpo rts Authoity expects to fu nd ts sh are frorn .evenues derived from operat on of the A rports and a
g
1 277 b on
-lf
A loan 7600 ot .s e.r arnr.lg conr"ae r,.
Financinq Risk
Prior to clos ng ihe proposed
$1.277 bi lion DTR TIFIA loan, the Airports Authority w ll issue apprcx maie y
$446
nilion of Second Senior Lien DTR Revenue Refundlng Bonds io reUfe lnterim financing issued over the pasi
few years. The Airpods Authoriiy has selected J P. lvlorgan Securities LLC io serve as book running senior
manager forthe tGnsaction and Loop Capital Ma&ets LLC as co-senior manager. The financ ng team has been
working on the tfansaction documents and wtli be prepared to price and close the bonds in late l\,4ay or early
June 2014. lnterest rate assumptions in the fnance pan for Series 2014 DTR Revenue Bonds are
Page 32
Ush'ilddtltdpolioD
Fiscal Year 2013 Application
Economic and ODerational Risks
Traffic and toll revenue esUmates for tolfacilities are based on numerols asslmptions and estimates.
Inevitably, some of the assumptions used to develop the projeciions will not be realized, and unantcipated
events and circumslances, such as a prolonged economic downturn, may have a negative impact on tmffic
oemano.
The fevenue Isk is mlUgated by the relatively high debl service coverage Etios in the Base Case Financral P an
and the signifcant cash reserves that will be created dudng construction. In addition, the Airports Authorlty has
demonsttated its willingness to increase DTR toll rates above the levels assumed in the finance plan. Sensiiivjty
anayses for the DTR indicate thal the cuarent projected toll rates arc well below lhe estimaied theofetical
revenue maximlzation poini
The Airports Authofty wlll also coniinue io upgrade the DTR'S toll revenue collection system. Enhanced
technology will enable altemative pfcing strategies to be considered that could increase revenue, efficiency and
throJgl^-pJt.
ll is also impoftant to nole that the Airports Auihority's permit for the Dulles Toll Road currently extends to 2058.
lf necessary, il can seek an extension from the Commonwealth to fac litale a refinancing ofthe outstand ng debt.
Us&f-ftmdTnEP.'!&i
Fiscal Year 2013 Applicslion
Sf CTIO\ E: 4ppliranr\ Orgaou.rional Strucrure
This secdon rcquests nsrative informatioD and three exhibiis. The lisr belos' should be included in the applicalion packei
wilh rcsponses attached and nunbered to corespond to the relevant ilen]. Tolal naralive supporting items for Section E
should nor exceed 10 pages. excluding exhibirs.
l. Applicant\ Background Information and Legal Authoritv.
a) Describe the applicant's history, o{nership, aod legal structure (e9., state govemmcntal agency. local
govemmental agency, corporation. or partnersh,tl. Inclnde a cop) oflhe sraturc^ authority uDder which the
enllty was crcated as paft ofF-xlibi! X. ilapplicable.
Page 34
The Ajrports Authority is a public body politic and comote, created wlth the consenl of the Congress of the
United Slates by ihe D strjct of Colunbia RegionalAirpods Authority Acl of 1985, as amended, and Chapter 598
of the Act of Virginia General Assembly of 1985 as amended Pursuant to an Agfeement and Deed of Lease
effective June 7,
'1987,
as amended (lhe "Federal Lease'), the Aieorts Authority assumed operaiing
responsibility for the Ronald Reagan Washington Naiional Airport ("National") and Washington Dulles
lrternaUonal Airport ( Dulles"). The original Federal Lease was for 50 yeafs and was amended in 2003 to extend
ts term to 2067. The Airports Authority is govefned by a 17-member Board o{ Difeciors wiih seven menbers
appointed by the Governor of Virginia, four by the l\rayor of the Disirict of Columbia, ihree by the Governor of
l\Iaryland and three by the President ofthe lJnited States.
b) Describe the legal authodry ofthe applicant 1.J catry our proposed project activilies described in the application
packet.
jnctuding
levyins laxes. issuing debt, charging lolls or other fees. and,or receiving dedicated tunding from
another eftity. Proyide documeniation as partofExhibit X.
The transfer of project sponsorship frorn the Commonwealth of Virginla to the Airports Authority was formally
initated wth the execution of the Master Transfer Agreement and the Permit and Operai ng Agreement on
December 29,2006. These agfeements are provided in ExhibitX. The [,4aster Transfer Agreement formalized
the transfer of the Dulles Toll Road from VDOT to the Airports Auihorily. The Pemit and Operating Agreement
defines the roles and responslbilities of the Airpods Authodty in operating the Dulles TolRoad, including the
following project-felaied aspects:
.
Dulles Toll Road revenues, afrer funding n;cessary roadway operating costs and capital rnaintenance
requirements, will be applied to development of the project and will cons|tuie the targest nonJederal funding
.
Duiles Toll Road revenues not used for the prcject will be invested in other transpodation improvements in
the Dulles Corridor:
.
The Airports Authority will nvest in toll operation enhancemenis and system improvements to reduce
foadway congeslion and optirnize the Dulles Toll Road operations and revenues; and
r
The Airports Authofity will have the exclusive righi to establish and collect tolls on the Dulles Toll Road.
Pfor to increasing toll rates, the Aleorts Authorty willfollow its established process for promutgating new
regulatlons, which includes publc
hearings, and it will consult wiih ihe Du les Coffdor Advisory Committee,
but no consent of approval is required from any other entity.
U5&peruddr!#pot'ioi
Fiscul Yem 2013 Application
c) Identil) w|ether governmental entiiies (other rhan ihe applicant) must approle the submission of the appiicalion
packet, th innding ofactivities, or the caryin8 oul ofactivilies in the application (other rhan permits). Provide
documentatio. as Dart ofExl bitX.
Subrni$s on of the Airpons Authority s TIFIA application
js
not subjectto review or appfovalof any othef entity.
The use of DTR rcvenue and the construction of lhe Rail Project must comply with provisions in key project
agleemenls that heve been provided as exhiblts to this application.
2. Organization snd Nlana_ement.
a) Describe the applicant's orgdizational siructure and the applicanl's relationslip to any subsidiaries or affiliates.
Include the legal nanes of ke.v principals and slaff(g, project manager and chief financial officer) and any
recefi or proposed changes to the organizational structure.
The Ajrports Authofty is an independent interstate agency governed by a Board of Direciors (the Board) In
November 201'1, the Federa Aci was amended and subsequently rctified by the Commonwealth of Virginia and
Dlstrict of Columb a in 2012 lo increase the numbef of Directors from 13 to 17 and to provide ihat they are not to
continue to serve after their ierms expire. Currently, seven rnembers are appoinied by the Governor of Virginia
subject to confifmation by ihe Virginia cenefal Assembly, four are appointed by the l\4ayor of the District of
Columbia subject to confirmaiion by the Council of the District of Columbja, three are appointed by ihe Governof
of [4aryland, and three afe appointed by the President of the lJnited States with the advice and consent of the
Unlled States Senate. IMembers serve staggered, six-year terms without compensaiion and may be reappointed
once. The Board establishes the Aircorts Authorrty's policy and appoints the Pfesident and Chief Executive
Officer to oversee the operations of the Airporis Auihority. The Board annually elects a Chairman, Vice
Chairman, and Secretary.
In 2008, the Alrpods Authority e6tablished the DuJles Corridor Enierprise Fund to segregate the financial activity
associated with the operation, maintenance and improvement of the Dulles Toll Road and construction of the
Dules Coridor l\,,letrorail Proiecl from lhe financial operations ofthe Airports.
The current senior managemenl of the Airports Authority includes:
JOHN E. POTTER. lVr. Potter is Presrdeni and Chief Executive Oficer of the Mekopolitan Washington Airports
Authority. Pror to assuming this posiiion on July 11, 2011, IMr Potter served as the Poslmaster ceneral of ihe
United States for ten years wherc he worked 10 modernize rnanagement of the over 500,000 employee
organlzation. Prior lo serving as Postmaster ceneral, lVIr. Potter serued in a number of
positions
ai the United
States Postal Service, including lvlanager of Washington-Baltimore-Northern Vlrginia Fleld Opefat:ons, Senior
Vice President of Labor Relations, Senior Vice President of Operaiions Support and Executive Vice Pfesident
and Chief Operating Officer. Mr. Potter is a graduate of Fordham University (8.A, Economics 1977) and
Massachusetts lnsiltuie of Technology ([,,1.S.[/]., Sloan Fellow, 1995).
I\,IARGARET E. IICKEOUGH. Ms. IMcKeough is tbe Executive Vice President and Chief Operating Officer of the
Auihofity. IMs. lvlcKeough prcviously
served for overfive years as the Vice Presideni for Business Administration
of the Authofity sjnce August 1998. Prior to
joining
the Authority, l\rs. McKeough was the Depuiy Aviation
Directorfor Business and Properties at Phoenix Sky Harbor intemationalAirpod and managed various business
prcgrams in the Phoenix Econornic Development Depariment. lvls. McKeough is a graduate
of Providence
College (8.A., Political Science, 1983) and the lJnivercity of Connecticut (l\,1.P.A., 1985).
U5&'affildraftpotini
Fiscal Year 2013 Application
ANDREW T. ROUNTREE. fulr. Rountree became Vice President for Finance and Chref F nanclal Officer on
December 2, 2010. Prior to then, Mf. Rountree served as the Acting Vice Pfesident for Finance and Chief
F nanclal Officef and was the Deplty Chief Financial Officer. He
joined ihe Airports Aulhority's Office of
F nance in 2005. Prior to
join
ng the Airports Auihofiiy, Iv1r. Rounkee was appoinied as the Directof oi Finance
for the City of R chnond, Vlrginja in September 2000. While with the City of Richmond, he served as Deputy
Oirector of Finance from 1998 to 2000, and originally
joined the City of Richmond in 1996 as the Ch ef of the
License Assessment, and Tax Audit. Mr. Rounlree began his career with the Commonwealth oI Virginia's
Auditor of Publc Accounts. the legislatively appointed audiior fof Commonwealth of Virginle and wofked there
until 1990 asAudit D rector. He su bseq uently seNed as Assistant Contro ller for the Commonwealth ofVirg;nias
Department of Infoffnalion Technology until 1996. ltlr. Rouniree is a graduale of Vhginia Comrnonwealth
University (8.S., Econom cs, 1982) and is a Certified Publlc Accountant.
GINGER S. EVANS. Ms- Evans is Vice Presideni for Eng neering and is responsible for the Airpoirs Authority s
Capilal Construction Program and Capital lmprovemenls Program for ihe A rports, and for development of the
Dulles Metrorai Extension Project. She
joined
the Airports Authority in February 2014. N/ls Evans has
managed large capital programs since 1986 when she was appointed Chief of New Airport Construction fof
Denver Intemauonal Airpod. Her projects include terminals, runways, and associated infrastructure in the US,
[,4iddle East, Canada, and Latin America She is a graduaie of Colorado State University (B S. Civi
Engineering, 1977 and l\4.S., Civil Engineeing, 1979).
PATRICK NOWAKOWSKI l\rr. Nowakowski
joined
the Ai|ports Authority as Execut ve Direcior of the Dulles
I\4etrorail Project in January 2009. He prevlously was employed for 27 years by the Southeastern Pennsylvania
Transportalion Authoriiy ("SEPTA
).
He began his career al SEPTA as a Project Englneer, and advanced
thlough a number of positions, incLud ng Assistant Chief Engineer, Chef Engineer, and Assistant General
lvlanager, before becom ng Chief Operating Offtcer. Prior to
joining
SEPTA, he was employed by Conrai and
the Reading Railroad. He is a registered Professional Eng neer in Pennsylvania He has served on and chaired
committees for ihe Transportatron Research Board, the American Public Transporiation Association and the
American Railway Engineering and Marntenance Association. Il,4r. Nowakowski holds an undergraduate degree
from the unrversity of Delaware (8.C.E., 1975) and a
graduate degree fror. Drexel University (N4.8.A, 1983)
b) Provide an organizational cha{ as E}hibit XI. to include the major partjes involved in planning. owning,
financing, constructing. operating, and/or maintaining the project. lnclude the najor service connadors thar have
been. of sill be. retained for the prcjecl(e.a, archltects, developers, engineers. aftorneys. financial advisors and
undeNriten. environmental consultanls). Note: ne DOT md! tequen ad.litiondt dacunentation
fren
nLtjot
parlie| other than the dpplicdht d, plitl ol the prcject enlntio, dntl selection plocds
A chart showing the A rporis Aulhority's Project lvlanagement Organization is provided as Exhibit Xl
3. Applicant. Describe the entitv thal will serle ai the rppllca (t{, public-seclor agency/aulhodry or private-sector
The Aeorts Authority is a pub|c body politic
and corporate cfeated with the consent ofthe Congress ofthe
United States by the D strrct of Columbia Regiona Airports Authority Act of 1985, as amended, and Chapter 598
of the Acl ofVirginia GeneralAssembly of'1985, as amended.
4. Appli.ant/Borrower. Will the applicant and bonower be the same? Explain the relationship between the applicmt
and the borro\1r. iftley are Dotthe same entities.
Page:16
llDl?|nffidni4or.Mi
Fiscal Year 2013 Applicttion
5. Prior Exp.rience. Describe the applicant's
lrjor
xperience as it relates to canying out prcject snnilar to that being
The A
ryods
Aulhodty has successfully undertaken several major capital improvements at Reagan National and
Dules InternaUonal Airpods. Between 1988 and 2000, for example
pfojects
completed at National ncluded,
among olhers, two new main terminals, three parking garages and an aiDort lrafflc conirol tower. Major capital
projects
completed at Dules Internationai during lhat tlme period lncluded expansion and rehabilitation of the
I\,4aln Termlnal and construction of Concourses A and B, an nternationaL affivals buiding and runway,
intfoduction of the AeroTraln system, and varlous road irnprovements, among others.
The aciive portion ofthe Airpods Authority's Capital Conslruction Program (CCP), referred to as the
"2001-2016
CCP," has an estimated cost oi approximately $5.0 billion (including allowances for inflation) Toial expenditures
between 2001 and 2012 were apprcximately $4.3 billion. l\,4ajor compleled projects put into seruice at Naljonal
since 2001 include a pedestrian iunnel from the parking garage to Tem nal A, secu ty enhancemenls and
vaious improvemenls including histo.ical Terminal A facade renovations, conslruction of addiiional decks lo
pafking garages and eectrical and life safety improvemenis. IMajor conpleted prcJecls put lnto service at
Dulles slnce 2001 incude the new Runway 1L-19R, Daily Pafting Gafages 1 and 2, lhe Main Terminal
rehabilitation, the Concourse B expansion, the south and east baggage basemenls the airside and andside
pedest an tunnels, the air irailic control tower, the completion of the AeroTrain system and the expansion of the
International Afrivals Bu lding.
The Airports Authority has also incorporated lessons learned from Phase 1 of the Ral Project inlo the
management plan for Phase 2. lmprovements in internal controls, contfaci language and repodlng processes
have aheady been implemented. In addiiion, the strong working relalionships with FTA, WIVIATA and other
enftes duflng Phase 1 provide
a slrong foundation for the Phase 2 work effod.
,1.
Finincial Condition. Provide
)ear-end
auditcd financial slatements for lhe past three yeaN, as available, as Exhibit
xll.
The Airporis Authofty's flnancial reports for the three most recent years available are presented as Exhib't Xll
and are available at the links below and on the enclosed thumb drive. IThe Comorehensive Annual Financial
Repon for 20'3 w h beco.ne avaiable on or be'ore Apri 30. 20 t4.l
http://www mwaa.comf lelCAFR 201 2.pdf
ht10://$r w.mwaa cornfile/2o11 CAFR Final DAC Rev odf
httpJ
,vww.mwaa
com/fi e/2010 CAFR
,
Fina JL.JN03 Prnler.pdf
5. Litigation and/or Conflicfs. Disclose any currenr. threatened. or pending litigation involving the applicanl related ro
permitting, public involvement, environmental iregularitie5, construction defeots, securilies fraud, conflicr of interest,
failurc to perform under a state or Federal conract, or other chafges which ]nay reflecr on the alplicant's finarcial
position or nbililr'to complete rhe pro.jeci.
In April 2011, two userc of the Dulles Toli Road filed a lawsuii in federal distfict court against the Airports
Authority claiming that the setting of tolls by the Aiports Authority violates various rights and privileges they
enloy under the Uniled States Constitution. The plaintrffs also sought to have the dlstfict court certify a class of
all current and past users of the Dulles Toil Road since May 2005 and a rcfund to all class members of tolls
paid
)lt)t tt.9 t\pnrfuhLtlt:i) )3 )0)r
Fiscsl Year 2013 Applkation
since [Iay 2005 in excess of the toll rates then in effect. In July201'1, in response to the Aiports Althority's
motion, the distrlct court dismissed the plaintiffs'
complaint. The court lnitially detemined lhat
pla niiffs lacked
"prudential" standing to bring any of their claims. The court then proceeded to address the claims on the mefits.
The court concluded, specifically as to each claim, that
plaintiffs had failed, as a matter of law, to state a valid
claim as to whjch any felief could be granted
and, more generaLly, ihat the setting of iolls by the Arports
Auihodly does not volaie the federaloonstitution.
Following ihe trial court ruling, plaintiffs appealed the district court's dismissal to ihe United States Court of
Appeals for the Fedel Circuii {n December 2012, the Federal Circlit determined lhai t lacked
jurisdiciion
over the appealand transferred it to the Court ofAppeals forthe Foufih C rcuit.
On Jaruary 21, 2014, the Fourth Circuit affirmed the trial coud's ruling and thal court's dismissal of the plaintiffs'
conp arnt.
The Airpods Authority is a defendant in various other lawsuits. Although the outcome of these lawsuits is not
presenlly determinable, in the opinion of the Airpo,ls Authonty's legal counsel, the ljkely outcome in these
matterc will n ot have a material advefse effect on the financia co nd ition of the Aiports Authofity.
PaBc l8
o
Fiscal Year 2013 Applicstion
SECTION F: Applicrnt Ccrtifi cations
fhe following items require cetification by an authofized represenraiive ofihe applicant requesring IIFIA assistance. The
list below should be inchded in the applicalion packet with responses attached and numbered to corespond ro the relevanl
item. Ihe DOT may require thal applicants prolidc documenialion oflhese cenifications.
1. Federal Requircnents. This project conplies rlirh, and/of \rill comply rvith, the requifeme s of (check all thai
appl,l):
Page 19
Title 23 ofrhe U.S. Code, and inrple enting regulations. EI
Chapier 53 oftitle 49 ofihe U.S. Code, and implemenring regulations.
Section s333(a) oftitle 49 ofthe U.S. Code. M
If the applicanl intends 1o request saivers to an) requiremenrs includcJ in rhe preceding crtarrors. erpLarn or an
2. National [nvironmentrl Policy -A.ct. The proiect complies with, andibr will comply with. all provisions of the
Narional Enljfonmental Policy Act of 1969 (.12 U.S.C. 4321 el seq.)
Yes M No lfno, explain on an anached sheet.
The prcjcct has (check all rhat appl]):
Yes No
_-
Received a Categorical Ixclusion.
Yes
_*,
-
No Received aFindingofNo Significant Impact (FoNSl).
ves M \o
_
Circulaled a Draft trnliron enlalInpact Starenrenl.
Yes E No Circulated a Final Environmental lmpact Statement.
Yes M No Received its Record ofDecision. (lfno, provide on an atlached sheetthe esdmated
daie for receipt oflhe Record ofDccision.)
3. Uniform Relocation. This project complies wilh. andor will comply rriih. all provisions ofihe Uniform Relocation
Assistance and Real Property
-{cquisition Policies Act oi 1970 (:12 {-.S C. 4601 er seq.).
Yes E No Ifno. explain on an atiached sheet
4. Civil Rights, This projecr complies wilh, and,or will compl) with, all provisions ofTitle Vl ofihe Civil Rishts Acr of
1964 (42 U.S.C. 2000d et seq.).
ves M No lf!o, explain on an arached sheet
5. Other Requirements as Applicable that apply Lo projects which receive Federal assislance such as the Fedenl Waler
Pollution Control Act as aftended by the Clean \\rater Acr (li U S.C. l25l et. seq.), and rhe Endangered Species Acr,
(16 U.S.C. 1531 et. seq.). This project complies $iih, and,or will conply with. alL other appllcable provisions oi
Yes M No lfno, explain on an atiached sheet
Fiscal Yeqr 2013 Applicstion
6. State Trmsportation Planning and Progranning Process. This pro.ject is consisient with the long-mnge slate
tmnsponation plan(s) ofrhe affecled state(s).
Yes M No tlno, explain on ar ata.hed sheet.
Iflocated in a metropolitan pldnnrg area. this pfojecr is included on rhe elropolitan lranspoftation plan.
Ycs M No If no. explain on an attached shecr.
I
hr, proje.L , ri{.d h rl-in rhe srare rran pnc or lmprn\.ncr, Prusrdr
'
\ | IP) ol .he rl.ecreC ,rarea
'
\* M No Ifno. explain on an attached sheet and provide es nate.l.lare for prcjecr listing on the STIP.
7. Credit Ratinss. This applicant has receivd prelimnla|y rating opirion letie(s) and investmenr
eradc
mtings on the
senior debt irstrumenl. and il TIFIA is nor the scnior debt. on the TIFIA credit inslrument. fiom one or more
Nalionally Recognized Stari$ical Raling Orgaoiations. The letter(s) and rating(s) are attached as Exhibil IV.
8. Charges: Thc undeBigned ceiifies that it wili rcimburse rhe DOT fbr costs incured related 1o seniccs prorided b)
the DOT'S outside ldrisors in connecrion with the evaluation ofthe TIFIA Lcltef oflnterest, evalualion ofthe TIFIA
applicarion, and negotiation of the TIFIA transaction documents, irrcspeclive of whether the crcdil ageemenl is
9. Lobbling. Section 1352 of Tille:11 United States Code and 49 C.F.R.
q20.100.
provide ihat none ofrhe tunds
appropr'aled by an) Aci of Congress may be expended by a fecjpienr of a contract.
8rani,
loan. or cooperatile
agreenenl lo pay any person lof iniluencing or aftempring 10 influence an ofticer or emplo)ee of an) Federal agenc). a
Membe. of Consress or an enpiolee of a \'lember of Consess iD connectioD wilh the a$ ard or naking o f a Federal
contracl. grant, loan. of cooperative agreement or the modification thereol The DOI inteprets this prolision to
include lhe use of aplroprialed funds to influence or atlempt 1o influence the sclection for a secured loan. loan
guarantee, or llre ofcredit under the TIIIA progran.
TIFIA applicdls inusr ille a declaralion: (a) wilh rhe submission of a. application for TIFIA assistancei (b) upon
.eceipr of a TIFIA credit insrrument (unless the inforniation contained i. the declaration accompanying the TIFIA
application has nol l}laleriall) changed)i and (c) at the end ofeach calendar quarter in which there occuN ary evenr thar
materiall] affecis the accuracy oflhe infonnatio0 contained in any deciamtion previously filed in connection with the
TIFIA assistance.
A declarallon filed in connection rvirh rhc flJrlA assisrance shall contain:
a) The name ofan) fe-qistrant under Lhe Lobbying Disclosure
^ct
of 1995 lvho has made lobbying contacts on behalf
ofthe TIFIA applicel
b) A cenificalion b) the person maktug the dcclaration thal rone ofthe furds approp.iatcd by ary ,\ct of Congress
has been or \ill bc cxpended to pay any pe6on for inlluencing or attempting to influence an officer or empLolee
of the DO'l of any Federal agency, a Member of Con-sress. an officer or employee of Consress. or emp loyee of a
Menrber of Con-grcss $ith regard 1() the TTFIA assisioce.
In addiiion. any person or entity that fequesls or' rceives a subcontraci frorn a TIFIA applicant is required to file a
declaration. which shall coniain the rane ol any registram under ihe Lobbylng Disclosure Act who has nade lobbying
contacts and accnification thar the person or entiO has nol madc or will nol make prohibiled pa)menls.
Page 40
aMa cMool |hntn 21at4569; Wtutw Ibq 022&201r
Fiscal Year 2013 Apphcation
me undenigned ceti$e"r, to the bp:t of hb ot her ltuwledge ard belief, that: (i) rc
leden
y appopiatedlunds have
b.en paid ot,,rill be paid by ot on behalfofthe udztsig,Ed to inluence or atenpt to inf ence an olicet or enplayee
of ary Federal agency, a l'{enber ofcongras, an oftcer t enployee ofcongess, ot an enplorpz ofa Men'ber of
Angtess ik con ection rrith a, awfrd ofTIFA assistahce; and (ii) ifnon-federu y apyopidedfan& have beefi or
will be pa l
lor
the above
WWet,
the uhdersigned wi( discLxe $ch potmet ts throxgh the conpletion aad
subnitsion ofstandard Fom LLL ("Disclonne Forn to Repod labbying). nv applicait sha
fle
Standa Fom
LLL in accordarce
'9ith
iLt ittstrtctiots. Stbdision ofthis statdent sith the TIFIA applicdton is a prereqisite
Iol
o bta ining n FIA ass b t arc e.
t t! p^on who nak4 @
qpenditte
of appopriated
lunds
prohibited by 3t US.C. 13s2(a) o.
Jails
to
fle
the
rcquted statement or athended statetnent sho bz sfiject to a ctuil penalty ofnot lets thai $10,0U and nat nore than
t 100,000
fd
each sltch
fail&e
in accodarve *ith 3 I U.S.C. 13s2(c).
10. Dcbarmcnt The undersigned ftrtber certifies tbat neirher it nor its prinoipals is cunently, or has ben in th6 precding
tlr yea$r 1) debaEed, suspddd or declarEd ineligibl fiofl participating in any Federal plograln; 2) forna y
proposed for dobamlenq with a ftral deterrinatio! still pndin8; 3) voluntarily excluded a-onl participation in a
Federal bansaction; or 4) irdrcte4 convicte4 or hsd a civil
judgmd
rcndered agairst it for any ofthe offenses listed
in the Regulations Coverning Debament add Supension (Govemment-wide Nonprocuremetrt Debarment and
S$pension Regulations: 49 CJ.R. Pan 29.
ll. Default/Dlinqu.ncy. The undersigned fiirthI c.rtifis that rcither it nor any of its subsiditries or afrliats ar
cunntly in delault or delinquent on any dett or loaDs provided or guFanteed by tbe Fedenl Govrrnnent.
Slgraturq By submitting thb applicdion, the udersigaed crrtiffcs th.t tle facts stated and fhe crtifications and
reFsentatioN made in this application are tuc, to the best ofthe applica{t's knowledge md blief aftr due idquiry, atrd
that tho applicatrt ha5 not omified sny naterisl fr.ts. fte urdeNigned ir an audlorized reprsentativ ofthe applicanr.
Applicaff
Slgned:
Name and Tide: Andrew T. Rountree. Vice President ior Finanoe and Chief Financial Officer
EIID OF FONM
Page 41
Mtropolitan Washington Airports
Datel
Fiscal Year 2013 Application
Exhibits
I Project lvlap (Attached)
/r. Suppoding Documentation - Project Purpose (Attached)
,/,, Supporting Documentation - Financ ng Documents (Livellnk and thumb drive: Master Trusi Indenture,
Supplemental Indentures, Rating Agency Reporls Commercial Paper documents, FFGA Notes
docLn ents)
N. Prelminary Rating Oplnion Leiter (Livelink and thumb drive)
y.
Supporting Documentalion - Public Prvate Padnerships
{N/A)
yr.
Suppoding Documentation - Other Anticipated Flnds (Livelink and thumb drive: Local Funding
Agreement with VDOT, Local FLrnding Agreement with Fairfax County and Loudoun County, Ful
Funding Granl Agreement wilh FTA, Memorandum ofAgreement among USDOT, Virg nia, WMATA,
and loca fund ng partners)
V . Cash FIow Pro Forrna and Frnancral l\/odel (Livelink and thumb drive)
WII. Suppoding Documentation - Revenue and Cost Projections (Llvellnk and thumb ddve: DTR Traffic and
Revenue Study
-
2012 Update Final Report and 2014 Draft Final Report)
lX. Proposed Terms for Requested Loan (Livelink and ihumb drive)
X SupporUng Documentatror - LegalAuthority (Livelink and thumb drive: Master Transfer Agreemeni and
Pem t and Operating Agreemeni)
Xl. OrgarizalroralChart(Attacheo/
Xl. Audited Financial Statements (Livelink: CAFR, 2010-2012)
PIus
Project Management Plan, version 1.1 submitted to FTA in January 2014 (Livelink and thumb drlve)
Permit Management PIan, cunent dfaft daied August 2013 (Livelink and thumb drive)
Risk and Contingency Management Plan,ve$ion
'1.c.
daied November20l3 (Livelink and thumb drive)
Page 42
Ul.!$rffidrhmpotd
aMB aatnl n-Mb.t 2rtt 0j69: Erp
Fiscal Yeur 2013 Application
Exhibit I: Proiect MaD
Page 43
UleF'ffildrBDtpotbn
Fisc Year 2013 Application
Exhibit ll: Supponing Documentation
-
Prciect Purpose
PURPOSE AND HEED
I.I I NTRODUTIOX
T!. D6I6 Candd t{6-d Prot.<r E r 3 I EJ. tu! of th. eltns V!'E}iDroa DC M*s:n
rFoilF .Ar EdlddroC@n ., Vneni:. l! DEll CnI&. M,*Gil Ptor*t E h@t
,T].Gt C, E @ pbz
-
PL:F | : E:r.Gr@ to R'r.ihl A1@ (P15. r). !l@i!r &o! 6: .rd
Oraleet-l@
jl5r
s al&. f:rt F:lt CEKI tt*ie b rf,e 3hbE.t llrrll.,tu@x tb. dr'u
tqeie, ild Pi& :: Erbrn to D!!B ArFri'RdI! 7?l
eb&
l), lttu h !.EE .t tb. Wi.U.
A!!ae 3i.t a brl !Q.b :!d.rd6& ro tb. EEis E E56! Itd@ Cdttv.
Ftss. I I ildc r!! .d4 3.r-EL D\dla Cdri..
ntd#:!d stit E lo..tM {Plsje
r &d !)
rL,
.fu !rnbc..{ s rb. L.:!y ?i.Jst.d
"l.[.uti!t
o-PA)
E b
'|tt
s Cdi.lq F@i.l TrNn
Praja FimI hvtmaat hta rdtul6d Sdio 1(f Evl@ttd
ulEls)
s.Ed E
D.e&b 2004. ad tL A4!Ad F^.d ofDennn (RoD) ri:ed ty.b. FrA E N6@bd:006 A
s4{.i. ROD tu th ft.iet sE 63r.ittt t!. rAA E Jd.r loOJ r. ritiLss rut-'.Lt d 65G nrd
0
.,i'
'.;-
Ola Cd.tJ6.lr*drl PErd tru. I
Efr16Msl &6renr
. Page 44
Fiscal Yenr 2013 Aqqlication
Since approval ofthe 2004 Fhal EtS. prelirninary en8ineering occurred for Phase 1, \'hich rsulted in a
phase
ii.efinedLpA. A separale
phase
I Environmental As sess enl (EA) sas compteted in 2006 rhat dooumentedrhe
refinemenis mdeto theLPA for Phase I sincelhe 200'l I'inal EIS, and an Amended ROD \us appioved inllovenrber
2006.
phase
I includes I 1 .7 miles of nerv rack and five srations extending from rhe East Falls church shlion rhrough
Tysons Corner to wiehle Alenue in Reston, and is curiefly being constructed. and is scheduled for completion in 2013.
Phase 2, \tfiich is currently in the pfelininary en-sineering desisn phase, $illexlend I 1.4 miles fanher nothwest.liom
Wiehle Avenue through tiulles tDlemalional Ahpoft and rerininating neaf Rouic 772 in eanern Loudoun Count,v. Phase 2
$,i1 providc dtecl M;troraitaccess fromDulles Iniernational Airport and the employnrent and residentialcenters of
Resion. Herndon and eastern Loudoun. Phase 2 wili include six new slations at RestonParkwav. Hendon (Mo oe
Street). ed Route 28 in Fanfax County, aDdDulles Airport. Route 606 and Route 772 in Loudoun Countv Curentlv
the Met|opolitan \!ashingron Airlots Authority (Airports Aur]rority) anticipares Phase 2 would be ready for relenue
sen ice in 2018.
Developme oflhe Phare 2 desisn refinements are the rasult ofpreliminary engineerins performed followlng
Dublication oftheFinalEIS and issuance oflhe FTA and FA-A. RODS- aDd the Phase I 2006
EA. The FederalTransit Administ.ation (FTA), in cooperadon \ rhfie Airporls Aulhorilv and the
Nash;ngroo Metropolird Area Transit Aurhoiiry (WMATA). has prepared ihis Environmenial Assessment in a!lordancc
$ilh ft;Narional Enrifonmental Poliq Acr
OEPA)
of1969, as mcnded,lo address the dsien refinenenG madelo
Phase ? ofthe Dutles Cdridor Metrorail Proiet. The federal ,\!ialion Adminisfation (FAA) ls a cooferalirg agency
for this EA.
The refinemenrs addressed in ftis EA were the result of (l) additjonal en-qireering anallses; (l) updated design criteria and
applicable feg!laiionsi (l) chanees in planned consnuclion approaches basedon coordination lith local governmentsi and
(1) requesls ftom Fanfax and Loudon Couniy 10 better suppott t.ansil-oriented development ar shtion sites Tle prcposed
Phase 2 design refinenents, hereinafter referred io as rheRefi.ed Locall) Prefened Alternative (Refined LPA) and derailed
in Chapler 2. ioclude nrovirgrhe sile ofrhe Route 28 Station s nodh side facility; enlarging aDd reconfiSudrg the size of
th Servic and Inspedion Yard
(Yard)i
re-alignl]lent olthe Yard's lead rracks (lh lracks betlveen the nrainllne tracks and
the Yard)i re-configurations ofsome staiion facilir) lalours; and rclocations and/or reconfiguraljons ofanoillary tirciliries,
such as nomi water mamgemenl (S\\ {) facilhies. The Refined t-PA also incorporates a new alignment and stahon
location ar Dulles Airport. The Refined LPA proposes an cle\'aled aliEnne and aerial station as opposed tolhe tunneland
trnderground station presented in the Final EIS to redLrc ihe Proiect's ovcnll capilal costs.
This EA presenls the changes in anlicipaled mvironmntal inpacts oflhe RefinedLPA fromthose documented in tbe
Final2004 EIS md 2006 Amended ROD. The EA provides agencies andilre pubLic ar op]ronunit,r to revjew and conhent
on lhe suppleneftal i ormtion on thc rcfineme s, eDvironmental impacls and proposed mitiearion measures
I.2 PROJI,CT PURPOSE AND NEED
The Purpose and Need ofthe Pro.ject remains the sanre as uas described in lhe Final 200.1 EIS and is alailable on the
Projecr's wcbsire (w$nr.dullesmetro..om). Table ll lisls thc goak and obiectjves for rhe Dulles Conidor lt{elrorail
Projct as oullined nr Table 1.6 | of the Final EIS. Because several of the
goah are inrerrelated. some ofthe objectives appLy to more than one goal.
lD
Fiscal Year 2013 Applicution
Table 1-l
Goals and Objectiys from 2004 Final EIS
Goals
lnnue lidsporhtion Serri@
Prolide nore Aequenl seFic.lir hips lo $c core oltlie r.gion l)sons
Comer. Reslon,H*ndon. Dllics iryon. ed ca\tern Loudoun counry'
lrolidc r ulli modrl acels
Inprore liale]times sltliin rhe coddorandthe region
l,!olid. inrcgraiel. seamlessLransitscnice Lo flsons Comerandothernrdior
Pr^, e idprordrrarsit $rrik in Lhe coi idor in dre t.dten
lnuease 1i!.sit Ridcfship
ftoridemore lfcquenl seria ftir trips t. thc coreolthc rcgion. Tlsofs
c.rncr. RcsronrHemdon. Dulles Aif|of ed easlcrn LoudouD Codnlv
Pro\. e hullinodal xcess.
lmprolc lhe mrcniLies ofrhe exisline irdsir ierice siih n nr"orrldor andnre
Inpfor tra\el1in.s $ithin 1]1e coridor mdlhe fcgDn
?rolillc inr.grated. scan lcss n ansn seLf icc ro Lisons Comcf ard o[rer mald
I,rolnh nrprorcd Ltarsit *nift in lhe @Iidor in lhe ned tcrnr.
Gool J
Suppo lntu.eDe!lopnenl
i,.,,'i,le impio u"cessibiliO to exislingand plonedacrili! ccntcrs lhe
co idor urd lhe r.gron.
lro\ide liansil sc^ ice {iai $pforts md isconsistcnr\idr {he characrcrol Lle
caisringand tuture ldd$e and develop'ncnr.
Ptr e statiorsthaiafe cosliadblc lith ihe cha'.derofthe surodldlng
noighboflioods md dcouage hmsit use.
Supporl En!rronnnlal
Quallj-
Contf iburc ro rhe aLLai.mcnr of regiotal an qualit) staDdards.
Nlinimizereeali1c imFcls Io trallic pattems
iuinidize neellirc inrpacls oancighhorhoods dd residcnrialldd uses
\{iririzc ncgarire lnpacts io ccologictrllt sensitivc dcas
Iliri,rizc noeat !e ihpach to histoic urd culldral rcsouf ccs.
flillirniTe negdnc \isudl and xeslh.ti. imFacls.
Providc Cosi ellictnq
^chie\able TransporlaLion SolutioDs
De\elol lrmsporration inrprolenenGthaia.cconsislenlri1]1tbetundingand
lnancial caplciq orthe cgion.
N4irinie protecl-opd aiing cons.
Optimizc cost-crclneness.
Gorl6
Serle J)i.rs. Popnltuions
Bdaim bcnelits anl inpacrs ro allresidenLs $ithir thc coddor.
lniprolc ac.c$ibiLLj- 10.\istinC andpldued etllo)mcni cdriers hon lo$'
nrcone atrd nrnroriil arca'
hovide Lr.rsprralon impro\ene.ts rhar compl) *ilh the,\mcficdrs wilh
Disabi liiics Act stLurdrds.
)lininiTc ddmnigaien.gati\r nrpaclslolos.income mdninoriq
2004 Sourcc LIS l)epartmentof lranspodation ct !1.. Decenber
o
lFAcred,ptuB,am
Fiscsl
yeat
) 11 Annlicntinn
-.'.,'yt''''-,,"',
Exhibit Xl: Organization Chart
Proiet ilaDi gsmnl StrEcturs
thE DdIs C.,Eidor Me{rdril Proj.rl ftr! I
-'".84-t
rtructuE is deicted I! rhe cldr bEl@r
TD('T'SINFI
DE+!m.D C6'hrdEr
Drl&6TrsitP'ffi
Cqti''ittdc,#M
rrm)