Elizabeth River Crossings OpCo, LLC Midtown Tunnel Project Monthly Report Owners and Holders Pursuant to Continuing Disclosure Agreement

Transcription

1 Elizabeth River Crossings OpCo, LLC Midtown Tunnel Project Monthly Report Owners and Holders Pursuant to Continuing Disclosure Agreement December 2012 From: Greg Woodsmall, Chief Executive Officer, Elizabeth River Crossings OpCo, LLC Date: January 28, 2013 The following information provided by Elizabeth River Crossings OpCo, LLC ( ERC or the Company ) recaps progress and current status of the Midtown Tunnel Project as of December 31, The report provides a high- level summary of project activities and status based on the Continuing Disclosure Agreement. Sections 1. Summary of Construction schedule to Substantial Completion of New Project Assets 2. Summary Progress Report 3. Material Change Orders to Design Build or Tolling Contract 4. Summary of Facilities 5. Financial 6. Company Certificate for Adequate Funds

2 Page 2 of 6 1. Summary of Construction Schedule to Substantial Completion As of December 31, the Company does not anticipate any additional changes to the Design-Build Schedule. No material delays have been encountered. A summary of key milestones in the design-build construction schedule is below: Activity Substantial Completion Date New Midtown Tunnel Dec 24, 2016 New MLK Extension Dec 23, 2016 Existing Downtown Tunnels Rehabilitation Dec 24, 2016 Existing Midtown Tunnel Rehabilitation July 20, Summary Progress Report A brief summary of O&M and Tolling update is provided below. a. Operations and Maintenance As of December 31, the Company is fully staffed for Operations and Maintenance responsibilities, with 122 individuals who worked a total of 26,360 hours during the month. In December, Company operations proceeded in compliance with the contractual requirements of the Comprehensive Agreement ( CA ). Incident response time held steady at an average of less than 5 minutes, with the disabled vehicles being cleared in less than 12 minutes on average. As ERC gains experience operating the facilities, minor adjustments to standard operating procedures are being developed and implemented in order to facilitate greater efficiency and higher quality service. Preparations are in place for winter weather; which includes the acquisition of equipment, engagement of subcontractors, and development of snow routes. However, no snow events have occurred to date. The Downtown Tunnel reported the following safety and incident numbers: 1,797 overheight alarms, 24 dangerous cargo alarms, 2,510 vehicle inspections, 32 Berkley Bridge lifts, 1071 overheights measured, 670 overheights turned around, 125 disabled vehicles and 45 vehicle incidents. All of these figures are in line with a typical month. The Midtown Tunnel reported the following traffic management and incident response numbers: 66 overheight alarms, 843 vehicle inspections, 90 overheights measured, 75 overheights turned

3 Page 3 of 6 around, 50 disabled vehicles and 3 vehicle incidents. These numbers are down slightly from a typical month, likely due to lower holiday traffic. ERC has also undertaken a variety of maintenance activities, some of which are discussed here. With respect to the roadway maintenance, the Company repaired the shoulder and slopes at a washout on I-264 Westbound and repaired guardrail where necessary. Tunnel maintenance activities (performed largely at night to minimize traffic impacts) included the cleaning of all drains, wet wells, and catch basins, as well as continued replacement of poorly performing traffic cameras and control room monitors. Further, the Company replaced or re-lamped 249 bulbs and replaced 5 fixtures. The Company also commenced occupation of its permanent headquarters in Portsmouth, VA. After nearly eight months of rehabilitating an existing Virginia Department of Transportation ( VDOT ) building which transferred to ERC along with the other project-related facilities. The building includes 14,000 square feet of office space which houses both ERC and VDOT staff. b. Toll System Implementation and Back Office 3M Toll System and Back Office implementation is largely demobilized due to the delay of toll commencement until February of However, a steady amount of activity continues, including planning of Phase 2 toll gantry locations with the design-build contractor and updating the Project Management Plans for the toll system implementation, operations, maintenance, and project management. c. Design-Build Construction Work SKW Constructors ( SKW ) Mobilization / Project Planning / Design o Virginia Department of Transportation ( VDOT ) has issued Construction Notice to Proceed in accordance with Section 8.03(a) of the CA for all areas of work o Design work continues to proceed on schedule; estimated 69% complete. Sparrow s Point Dry Dock / Tube Fabrication o SKW commenced production of the full scale mock-up of the tunnel section, as required by the contract. o The erection of the on-site concrete batching plant is complete and testing of the concrete mix properties is ongoing. Tunnel Approaches o The 90% Plans were submitted this period for the Boat and Cut and Cover (foundation and structural) were reviewed by ERC and VDOT. SKW has now commenced work on Release for Construction ( RFC ) drawings.

4 Page 4 of 6 o The Portsmouth approach test pile program for Portsmouth dredge support of excavation commenced in November and continues. The test pile program in Norfolk is scheduled to commence in January. Work on the Railroad Avenue detour is ongoing. MLK Extension o ERC and SKW worked jointly to develop the details of roadway, drainage, and lighting design in preparation for the 90% roadway plans submission, which was delivered in December. Marine Work o No update this period. Rehabilitation of Existing Tunnels o Design of rehabilitation work continues to progress in close coordination with ERC. A focus during December is the design of the new Tunnel Control Center, Intelligent Transportation Systems, and control systems. Certified Work to Date o The total amount certified at December 31, 2012 was $271 million with $16.7 million certified in the month. The amount paid by ERC to SKW as of the date of this report is $254 million with only the current month outstanding. 3. Description of any material Change Orders to Design-Build or Tolling Contract a. Design-Build Contract In December, no change orders were executed with respect to the Design-Build Contract. b. Tolling Contract In December, no change orders were executed with respect to the Tolling Contract. 4. Facilities The summary of the facilities excluding revenues is as at December 31, 2012 is as follows:

5 Page 5 of 6 5. Financial During the month the Company submitted to lenders: Confirmation that pursuant to the Collateral Agents Agreement and Equity Contribution Agreement that Contingent Overfundings had occurred (as defined in these agreements) which enabled the Sponsor investors to reduce the collateral held by the Collateral Agent for future equity contributions by $1,332,000 as of December 31, Confirmation that actual revenues net of operating costs were in excess of those modeled at financial close and as such no contingent equity is required from Sponsor investors. The Financial Statements for the year ended December 31, 2012 are completed and being audited by the Company s auditors, PWC. 6. Certificate from the Company regarding adequacy of Funds Available The Certificate is appended to this report as Attachment 1

6 Page 6 of 6 Attachment 1 Elizabeth River Crossings OpCo, LLC Certificate of Adequate Funding to Completion

7 CERTIFICATE OF ELIZABETH RIVER CROSSINGS December 2012 $663,750,000 Virginia Small Business Financing Authority Senior Lien Revenue Bonds (Elizabeth River Crossings Opco, LLC Project), Series 2012 Deutsche Bank Trust Company Americas, as Collateral Agent Trust & Securities Services Mail Stop: MSNYC Wall Street, 27th Floor New York, NY Attention: Municipal Trust Department TIFIA Joint Program Office (HITJ), as TIFIA Lender Federal Highway Administration Room E New Jersey Avenue, SE Washington, DC Attention: Director With a copy to: Federal Highway Administration Virginia Division Office 400 North 8 th Street, Suite 750 Richmond, Virginia Attention: Division Administrator Ladies and Gentlemen: Any capitalized term used herein but not defined in this Certificate shall have the respective meanings assigned to such terms in that certain Collateral Agency Agreement. Elizabeth River Crossings Opco, LLC hereby certifies that the remaining costs of the Work under the Design Build Contract and under the Tolling Contract do not exceed the amount of funds available to the Collateral Agent for such purpose (as shown in the most recent statement of the Collateral Agent). [signature page follows] OHSUSA:

8 Date: January 28, 2013 Anthony Evans Authorized Representative of Elizabeth River Crossings Opco, LLC OHSUSA: