Legislature(2013 - 2014)SENATE FINANCE 532

04/02/2013 09:00 AM Senate FINANCE


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* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+ SB 63 CONTRACTS FOR PREPARATION OF BALLOTS TELECONFERENCED
Moved CSSB 63(STA) Out of Committee
+ SB 13 KNIK ARM BRIDGE AND TOLL AUTHORITY TELECONFERENCED
Heard & Held
+ Bills Previously Heard/Scheduled TELECONFERENCED
+= SB 86 APPROVE FLINT HILLS ROYALTY OIL SALE TELECONFERENCED
Moved SB 86 Out of Committee
+= SB 59 OIL & GAS EXPLORATION/DEVELOPMENT AREAS TELECONFERENCED
Heard & Held
SENATE BILL NO. 13                                                                                                              
"An  Act  relating   to  bonds  of  the  Knik  Arm  Bridge  and  Toll                                                           
Authority;    relating   to   reserve   funds   of   the  authority;                                                            
relating   to  taxes   and  assessments   on   a person   that   is  a                                                          
party  to  an  agreement   with  the  authority;   and  establishing                                                            
the Knik Arm Crossing fund."                                                                                                    
                                                                                                                                
SENATOR   CHARLIE   HUGGINS,   introduced   Mr.  David   Livingstone                                                            
from  Citigroup.    He  stated  that   the  Knik  Arm  Crossing   was                                                           
the    only     strategic     pieces    of    infrastructure      for                                                           
transportation    currently   being   discussed   in  the  state.   He                                                          
said   that  the   estimates   for   widening   and   improving   the                                                           
Glenn  Highway   were  approximately   $3  billion.  He  opined  that                                                           
approximately    20,000  people   were  traveling   from  the  Mat-Su                                                           
to  Anchorage   daily   between   the  hours   of  4am  and  9am.  He                                                           
added  that  there  were  three  highway   safety  corridors   on the                                                           
way  from  Anchorage   to  Mat-Su,  which  was  symptomatic    of the                                                           
population   growth.   He  relayed   that  records   indicated   that                                                           
in  2012  Knick-Goose   Bay  Road  (KGB)  was  more  dangerous   than                                                           
driving   south   out  of   Anchorage,   and   that  the   road  from                                                           
Wasilla  to  Palmer  was  equally   dangerous.  He  said  that  users                                                           
of  KGB  Road  heading  toward   the Port   of Anchorage   had  grown                                                           
by  50   percent   in  the  last  10  years.   He pointed   out  that                                                           
there   were  a  significant   number   of  people   that  would  use                                                           
the access immediately in order to get into Anchorage.                                                                          
                                                                                                                                
10:36:23 AM                                                                                                                   
                                                                                                                                
Senator Huggins related the sponsor statement:                                                                                  
                                                                                                                                
      Senate   Bill  13  amends   the  Knik   Arm  Bridge   and  Toll                                                           
      Authority's     enabling    statute    to    provide    for    a                                                          
      successful    procurement    for   the   Knik   Ann    Crossing                                                           
      project  and  to  generate   the  best  value  for  the  state.                                                           
      The   Knik   Arm   Crossing    will   significantly     enhance                                                           
      Alaska's    public     infrastructure     and    further    the                                                           
      movement   of  goods   and   people   throughout   our   state.                                                           
      Passing  this  legislation   this  session   is  important  for                                                           
      moving  the  Knik   Arm  Crossing   toward  a  bridge   opening                                                           
      in 2015.                                                                                                                  
                                                                                                                                
      This  bill,  written   in  consultation    with  the  Knik  Arm                                                           
      Bridge    and   Toll    Authority     (KABATA),    which    was                                                           
      established     in   2003   by    the   Alaska    Legislature,                                                            
      accomplishes   many   items  deemed  necessary   for   securing                                                           
      a successful public-private partnership, including:                                                                       
      >   Increases   KABATA's    bonding    authority    from   $500                                                           
      million to $600 million:                                                                                                  
            •  The  $600   million   number   represents    the  same                                                           
            amount authorized under Private Activity Bonds                                                                      
            (PABs) allocation from FHWA.                                                                                        
            • Lowers   the  cost  of capital   for  the  project  and                                                           
           ultimately lowers the cost to end users.                                                                             
            •  Private   partner   is  the  borrower    of  any  PABs                                                           
            issued.                                                                                                             
                                                                                                                                
      > Clarifies   that   the  bridge  and  associated   facilities                                                            
      are exempt from state and local taxes;                                                                                    
            •   Like   any   other    transportation     project   in                                                           
            Alaska,  the  roads  and  bridges   are  not  subject  to                                                           
            property taxation.                                                                                                  
            •  Any  private   facilities    developed   outside   the                                                           
            crossing will be taxable.                                                                                           
            • Property   tax  exemption   reduces  the  availability                                                            
            payment and reduces the toll.                                                                                       
                                                                                                                                
      > Establishes a project reserve fund:                                                                                     
            •    Provides      backstop      for     toll     revenue                                                           
            fluctuations.                                                                                                       
            • Enhances   the   credit  worthiness    of  the  project                                                           
            and reduces project costs                                                                                           
            • Will be repaid over the life of the project.                                                                      
            •  Keeps   the  tolls   affordable    to  the  traveling                                                            
            public                                                                                                              
                                                                                                                                
      All  of the  above  language   clarifications    and additions                                                            
      lower    the    capital     costs    of    this    much-needed                                                            
      infrastructure     project   and   deliver    benefits    in   a                                                          
      timely efficient manner.                                                                                                  
                                                                                                                                
      SB  13 is  a  companion   bill  to  House  Bill  23,  which  is                                                           
      sponsored by Representative Mark Neuman.                                                                                  
                                                                                                                                
Senator  Huggins   urged  the  committee  to  link  the  bill  to its                                                           
House   counterpart   quickly.   He  stated   that  there   was  $500                                                           
million  available   to  the  project  through   the  Transportation                                                            
Finance   and   Innovation    Act  (TIFIA),    but   that  time   was                                                           
limited.                                                                                                                        
                                                                                                                                
10:37:58 AM                                                                                                                   
                                                                                                                                
Co-Chair   Meyer  noted   that  public   testimony   would  be  taken                                                           
on  the House  companion   bill,  HB  23,  once  it was  received  by                                                           
the committee.                                                                                                                  
                                                                                                                                
10:39:59 AM                                                                                                                   
                                                                                                                                
MICHAEL   FOSTER,   CHAIRMAN,   KABATA,   began  a  presentation    on                                                          
SB  13  titled   "Knik   Arm  Crossing."   He   discussed   Slide  2,                                                           
"Historic   and  Projected   Population   Trend  1985  to  2035."  He                                                           
stated   that,   according   census   numbers,    between   1985  and                                                           
2010  the  population   of  Anchorage   grew  by 28   percent;   Mat-                                                           
Su  by  140    percent,   and   the  South   Central   area  by  44.5                                                           
percent.    He  relayed    that   there   were   several   different                                                            
models   under  discussion   using   numbers   from  the  Department                                                            
of  Labor   (DOL),  ISER   and  KABATA;   if  all  the  models   were                                                           
examined   and   corrected   to   the  2010   actual   census   data,                                                           
there  was  only  a 1   percent  difference   between   the ISER  and                                                           
KABATA   models.    He   said   that   most   of   the   growth   was                                                           
occurring   in Eagle  River   and North  of  Mat-Su.  He  noted  that                                                           
44    percent   of  the  total  growth   in  Anchorage   was  in  the                                                           
Eagle  River   area  because  the  bowl   area  was  running  out  of                                                           
land causing the population to move northward.                                                                                  
                                                                                                                                
10:43:04 AM                                                                                                                   
                                                                                                                                
Mr.  Foster  spoke  to  slide  3, "Glenn   Highway  AADT  Counts  (no                                                           
bridges)."   He  shared   that  in  1985   traffic  at   the  Eklutna                                                           
Bridge  was  approximately    16,000,  and  increased   to 30,000  in                                                           
2010.   He  contended   that  by  2035  the   traffic  number   would                                                           
increase   to  65,000  at  that  point  on  the  Glenn   Highway.  He                                                           
pointed  out  that  in  1985,  at the  point  south  of  Eagle  River                                                           
that  was  the  combination   of all  the  northbound   traffic  into                                                           
Anchorage,   traffic  measured   approximately    33,000;  53,000  in                                                           
2010,  and  was  projected   to  increase  to  110,000   by 2035.  He                                                           
pointed   out   that  the   highlighted   two   lane  road   and  the                                                           
slide  carried   62   percent   of  the  traffic  on  the  four  lane                                                           
highway.                                                                                                                        
                                                                                                                                
Mr.  Foster   continued    to  Slide   4,  "Knik-Fairview     Fastest                                                           
Growing Area":                                                                                                                  
                                                                                                                                
      •Knik-Fairview 2012 population estimate 16,126                                                                            
            -Larger than the incorporated areas of Palmer and                                                                   
            Wasilla combined                                                                                                    
            -If incorporated, would be fourth largest city in                                                                   
            the state                                                                                                           
                                                                                                                                
      •Knik-Goose Bay Road traffic statistics:                                                                                  
                                                                                                                                
      2000 AADT - 12,590                                                                                                        
                                                                                                                                
      2010 AADT - 18,308                                                                                                        
                                                                                                                                
      Increase 5,718                                                                                                            
                                                                                                                                
       percent 45.4 percent                                                                                                     
                                                                                                                                
10:47:23 AM                                                                                                                   
                                                                                                                                
Mr.   Foster   stressed    the   importance    of   TIFIA   for   the                                                           
project.   He  explained   that  the  developer   would  be  able  to                                                           
access  federal   dollars,  at  low  interest,  and  would  not  have                                                           
to  make  a  payment   on  the  loan  until  five   years  after  the                                                           
bridge   opened.   He   quoted   at  letter   from   Bryan   Butcher,                                                           
Commissioner, Department Of Revenue:                                                                                            
                                                                                                                                
      "Finally,   you asked   about  my confidence   in  the  revenue                                                           
      projections   and  financial   analysis   provided   by  KABATA                                                           
      in  its  March   1 TIFIA   letter   of  interest.   KABATA  has                                                           
      retained   CITI,  one  of  the  largest  and  most  successful                                                            
      financial   services  firm  in  the  world,  especially   as it                                                           
      relates    to  government     financing    of   infrastructure                                                            
      projects,    to  develop    its   financial   models.    KABATA                                                           
      retained  Wilbur   Smith,  a firm  that  has  advised   on many                                                           
      successful   projects  to  do  its traffic   and  toll  models.                                                           
      I  am   confident    that   the   revenue    projections    and                                                           
      financial    analysis   are   objective    and   done   to  the                                                           
      highest  of  professional   standards.   This  is  the  type of                                                           
      work  that   will   be  accepted   and   relied  upon   by  the                                                           
      institutional    investors    that   may   be   interested   in                                                           
      financing this project."                                                                                                  
                                                                                                                                
10:49:19 AM                                                                                                                   
                                                                                                                                
Mr. Foster addressed Slide 5, "What Happens Without the                                                                         
Bridge?":                                                                                                                       
                                                                                                                                
      •State   has   to   accommodate    transportation    needs   to                                                           
      maintain existing level of service:                                                                                       
            -6 lane improvements on Glenn Highway from Eagle                                                                    
            River to Wasilla                                                                                                    
            -8 lane improvements on Glenn Highway from South                                                                    
            Eagle River to 5th Avenue                                                                                           
            -Parks Wasilla Bypass                                                                                               
            -Network improvements in Palmer/Wasilla corridor                                                                    
                                                                                                                                
      •§billion total cost with no toll revenue *                                                                            
                                                                                                                                
      * Estimate per 2008 Statewide LRTP prepared by ADOT&PF                                                                    
                                                                                                                                
10:49:58 AM                                                                                                                   
                                                                                                                                
Co-Chair   Kelly   required   a  brief  explanation    of  the  TIFIA                                                           
program.                                                                                                                        
                                                                                                                                
Mr.  Foster   replied   that  TIFIA   was  a  federal  loan   program                                                           
that   provided   Federal   credit   assistance    in  the   form  of                                                           
direct  loans,   loan  guarantees,   and  standby   lines  of  credit                                                           
to  finance  surface   transportation    projects   of  national  and                                                           
regional    significance.    TIFIA   credit    assistance    provides                                                           
improved    access   to   capital   markets,    flexible   repayment                                                            
terms,   and  potentially   more   favorable   interest   rates  than                                                           
can   be   found   in   private   capital    markets    for   similar                                                           
instruments.    TIFIA  can  help  advance   qualified,   large-scale                                                            
projects    that   otherwise    might   be   delayed    or   deferred                                                           
because  of  size,  complexity,   or  uncertainty   over  the  timing                                                           
of   revenues.     Many   surface    transportation     projects     -                                                          
highway,   transit,   railroad,    intermodal   freight,    and  port                                                           
access   -   are   eligible   for   assistance.    Each   dollar   of                                                           
Federal   funds    can  provide    up   to  $10   in   TIFIA   credit                                                           
assistance     -    and    leverage     $30     in    transportation                                                            
infrastructure     investment.     He   noted    that   there    were                                                           
currently   letters   of interest   from  18  different   states  and                                                           
that  the  Alaska   project  was  in  the  "hold   mode."  He  shared                                                           
that   the   program    was   still    being   developed    and   the                                                           
application   process   had yet  to  be completed.   He  stated  that                                                           
the   program    was   waiting   for   the   legislation    to   move                                                           
forward,   which  would  signify   the  state's  commitment    in the                                                           
project,   before   inviting   Alaska   into   the  pre-application                                                             
process.   He noted  that  the  state  had  applied  to  the  program                                                           
before   and  had  been  turned   down.  He  believed   that  if  the                                                           
legislation    passed   the  state   would   be  invited    into  the                                                           
program.                                                                                                                        
                                                                                                                                
10:53:58 AM                                                                                                                   
                                                                                                                                
Senator   Olson   wondered   why  letters   of   interest   had  been                                                           
sent out before the financial modeling had been completed.                                                                      
                                                                                                                                
Ms. Foster replied that that had had several financial                                                                          
models and that at the time TIFIA had a small financial                                                                         
capacity.                                                                                                                       
                                                                                                                                
10:55:24 AM                                                                                                                   
                                                                                                                                
Senator Olson asked about other TIFIA loans that had been                                                                       
granted in the United States.                                                                                                   
                                                                                                                                
Mr. Foster referred the question to Mr. Livingston.                                                                             
                                                                                                                                
10:56:09 AM                                                                                                                   
                                                                                                                                
DAVID LIVINGSTONE, MANAGING DIRECTOR, CITI CORP, introduced                                                                     
the presentation, "Knik Arm Crossing: Finance Briefing." He                                                                     
spoke to Slide 1, "Public-Private Partnership Approach":                                                                        
                                                                                                                                
                                                                                                                                
      to build and operate the Crossing                                                                                         
            -  Alaska   legislature    authorized    and  encouraged                                                            
            use of P3 for project delivery under AS 19.75.111                                                                   
                                                                                                                                
                                                                                                                                
      have been used successfully in the US for:                                                                                
            -   East   End    Bridge    (over    Ohio   River    near                                                           
            Louisville, KY)                                                                                                     
            - Presidio Parkway (San Francisco)                                                                                  
            - I-595 (Fort Lauderdale)                                                                                           
            - Denver Eagle "Fastracks"                                                                                          
            - Port of Miami Tunnel                                                                                              
                                                                                                                                
                                                                                                                                
      deliver    and    operate     major    projects     worldwide,                                                            
      including                                                                                                                 
      in the UK, US, Germany, France, Italy, Spain,                                                                             
      Portugal, Australia, Canada, Chile and Brazil                                                                             
            - Concept   is  so  well   proven  that   in  Canada  any                                                           
            project   over   $100M    using   federal    funds   must                                                           
            analyze  use  of  P3  and  justify   why  P3  should  NOT                                                           
            be used                                                                                                             
            -  US  road  P3's   have  come   in  23  percent   to  42                                                           
            percent   lower    than   the   owner's   capital    cost                                                           
            estimate1   KABATA's   proposed  P3  approach   has  been                                                           
            tested  in  numerous   projects  in  the  US  and  around                                                           
            the world.                                                                                                          
                                                                                                                                
      (1) For East End Bridge, Presidio Parkway and I-595,                                                                      
      the most recent three availability fee P3's.                                                                              
                                                                                                                                
10:58:17 AM                                                                                                                   
                                                                                                                                
Vice-Chair Fairclough requested and all-in cost on the                                                                          
previous P3 projects and projected traffic counts for the                                                                       
bridges.                                                                                                                        
                                                                                                                                
Mr. Livingstone replied that he would try to find the                                                                           
information.                                                                                                                    
                                                                                                                                
Vice-Chair Fairclough asked if the projects were of a                                                                           
similar magnitude as KABATA.                                                                                                    
                                                                                                                                
Mr. Livingstone replied that the East End Bridge was almost                                                                     
identical in size to KABATA in terms of cost.                                                                                   
                                                                                                                                
10:59:44 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone addressed Slide 2, "Procurement Status":                                                                        
                                                                                                                                
      Procurement is in process with firm bids expected in                                                                      
      2013.                                                                                                                     
                                                                                                                                
                                                                                                                                
      partner with the following international consortia                                                                        
      competing for the Crossing:                                                                                               
            -   Alaska    Infrastructure      Access    Partners     -                                                        
            Infrared  Capital   Partners;   Bouygues;   Colaska;  URS                                                           
            Alaska;  Moffatt   &  Nichol;  USKH;   R&M  Consultants;                                                            
            Macquarie Capital                                                                                                   
            -   Cook    Inlet    Passage    Partners    -    Meridiam                                                         
            Infrastructure;      Kiewit;    Manson     Construction;                                                            
            Transfield     Services;      Parsons     Transportation                                                            
            Group;  Golder  Associates;   Dowl  HKM;  Dan  Brown  and                                                           
            Associates;      BMT    Fleet     Technologies;      KPMG                                                           
            Corporate Finance                                                                                                   
            -  North   Star   Mobility    Group   -   Hochtief;   ACS                                                         
            Infrastructure     Development;     Iridium;     Flatiron                                                           
            Constructors;   Dragados;   Traylor   Bros.;  HNTB;  CH2M                                                           
            Hill  Engineers;    Alaska   Interstate    Construction;                                                            
            Arcadis;    Kodiak     Map;    Hart    Crowser;     Earth                                                           
            Mechanics;   Bittner-Shen;    Denali   Drilling;    Gregg                                                           
            Drilling                                                                                                            
                                                                                                                                
                                                                                                                                
      and the three firms shown were short listed by KABATA                                                                     
                                                                                                                                
                                                                                                                                
      firms and industry leaders in US and worldwide P3s                                                                        
                                                                                                                                
 Mr. Livingstone stated that the firm selection would be                                                                        
based on which firm would offer the lowest availability                                                                         
payments.                                                                                                                       
                                                                                                                                
11:01:42 AM                                                                                                                   
                                                                                                                                
Mr.    Livingstone     spoke    to   Slide    3,    "Structure    for                                                           
Availability    Fee  P3   Deal",   which  was   a  flow  chart   that                                                           
illustrated    that   private    partner   provided    single   point                                                           
responsibility     for   design,    construction,    financing    and                                                           
long-term operation and maintenance, all for a pre-                                                                             
determined annual availability fee.                                                                                             
                                                                                                                                
11:02:50 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone spoke to Slide 4, "Risk Sharing":                                                                               
                                                                                                                                
      The following summarizes the key risk sharing, where                                                                      
      the private partner takes risks under its control and                                                                     
      KABATA assuming risks of uncontrollable events.                                                                           
                                                                                                                                
  Risk                                     Party Taking Risk                                                                    
      Design deficiencies                      Private Partner                                                                  
      Construction cost                             Private Partner                                                             
      Design/construction integration          Private Partner                                                                  
      Construction schedule                    Private Partner                                                                  
                                                                                                                                
      KABATA discretionary change orders/KABATA acts                                                                            
                                                    KABATA                                                                      
                                                                                                                                
      All other design/construction change orders                                                                               
                                                    Private Partner                                                             
                                                                                                                                
      Specific conditions/events outside private partner control (see                                                           
      page 6)                                  KABATA                                                                           
                                                                                                                                
      Debt service                                  Private Partner                                                             
      O&M cost (for 35 years)                       Private Partner                                                             
                                                                                                                                
      Needed renewal capital expenditures (for 35 years)                                                                        
                                                    Private Partner                                                             
                                                                                                                                
      Future expansions                        KABATA    /     Private                                                          
      Partner                                                                                                                   
                                                                                                                                
      Toll collection cost (for 35 years)                                                                                       
                                                    Private Partner                                                             
      Toll revenue                                  KABATA                                                                      
      Availability payment                                                                                                      
                                                    KABATA/Project                                                              
                Reserve/State Moral Obligation                                                                                  
11:04:04 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone spoke to Slide 5, "Availability  Payment":                                                                      
                                                                                                                                
      Private   partner  bears   risk  that  its  costs   exceed  the                                                           
      availability fee.                                                                                                         
                                                                                                                                
                                                                                                                                
      private    partner    to   the   extent    the   Crossing     is                                                          
      "available" to traffic                                                                                                    
            - No  availability    payments  owed   until  project  is                                                           
            opened for service                                                                                                  
            - To  the  extent  the  private  partner  does  not  keep                                                           
            lanes  open,  or  does  not  operate   and  maintain  the                                                           
            Crossing   to   detailed    operating   standards,    the                                                           
            availability payment is reduced                                                                                     
                                                                                                                                
                                                                                                                                
      the concession is signed and includes components for:                                                                     
            -  Recovery   of  capital   (debt   and  equity),   which                                                           
            are fixed and not subject to escalation                                                                             
            -  Operation,   maintenance    and  repair,    which  are                                                           
            fixed, but subject to inflation escalation                                                                          
            -  Tolling   services,    which   are   fixed   fees  per                                                           
            collected     toll,    but    subject     to   inflation                                                            
            escalation                                                                                                          
                                                                                                                                
11:04:59 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone addressed slide 6 titled "Events Outside                                                                        
Private Partner Control":                                                                                                       
                                                                                                                                
      While   KABATA   has   assumed    designated    uncontrollable                                                            
      circumstances risks, steps have been taken to mitigate                                                                    
      those risks to KABATA.                                                                                                    
                                                                                                                                
      • KABATA   retains  certain  other   risks  related  to  KABATA                                                           
      changes   or  acts   in  its   control   and,   listed   below,                                                           
      items out of the control of the private partner                                                                           
                                                                                                                                
      · KABATA Retained Risks Outside of Private Partner                                                                        
         Control                                                                                                                
      · Mitigation                                                                                                            
      Discovery of unforeseen subsurface conditions,                                                                          
      hazardous   waste,   archeological     resources,   endangered                                                            
      species                                                                                                                   
      Extensive      subsurface       investigation       completed,                                                          
      including      borings      in     the     Knik     Arm     and                                                         
      historical/archeological     surveys   along   the  bridge  and                                                         
      roadway alignment                                                                                                       
                                                                                                                                
      Delays in receipt of certain major permits or right of                                                                    
       way acquisition; costs of changes in state law or                                                                        
      permit conditions                                                                                                         
      Major   permits   and  right   of  way  should   be  completed                                                          
      prior to private partner selection                                                                                      
                                                                                                                                
      Delays by utilities                                                                                                       
      There  are   not  many  utilities   along   right  of  way  and                                                         
      they are known and mapped                                                                                               
      Utility  memoranda   of  understanding,   should   be  executed                                                         
      prior to private partner selection                                                                                      
                                                                                                                                
       Force majeure events, including earthquakes, war,                                                                        
      terrorism, fires, floods                                                                                                  
      The Crossing is required to be designed to withstand                                                                    
      earthquakes, fires and floods                                                                                           
      The  private    partner   is   required   to   carry  casualty                                                          
      insurance                                                                                                               
      If  an   event   is  catastrophic,     it  is   likely   to  be                                                         
      covered   in  part   by  FHWA,   FEMA  and/or   other   federal                                                         
      disaster aid                                                                                                            
                                                                                                                                
11:05:55 AM                                                                                                                   
                                                                                                                                
Senator Bishop inquired if bedrock had been found as a                                                                          
result of the soil testing.                                                                                                     
                                                                                                                                
Mr. Foster responded that consolidated glacial till had                                                                         
been found.                                                                                                                     
                                                                                                                                
11:06:22 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone addressed Slide 7, "Proposed Legislation":                                                                      
                                                                                                                                
      Passage  of  SB13  (or  HB23)  is  condition   to  the  project                                                           
      proceeding   under   the   "availability    fee"  P3   approach                                                           
      and   obtaining   a   low  cost   TIFIA   loan   from   the  US                                                           
      Department of Transportation.                                                                                             
                                                                                                                                
            -  Ability   to   establish   a   Project   Reserve   and                                                           
            subject it to a trust arrangement                                                                                   
            - Toll  revenues   collected   by KABATA   are deposited                                                            
            into the Project Reserve                                                                                            
            -  KABATA's   availability    payment    obligation   and                                                           
            KABATA expenses are paid from the Project Reserve                                                                   
            - The  KABATA   chair  must   annually   certify  to  the                                                           
            Governor    and   Legislature    the    status   of   the                                                           
            Project   Reserve   and  amounts   needed,   if  any,  to                                                           
            restore it to its minimum requirement                                                                               
            - By  the  time the  Crossing   opens  for  traffic,  the                                                           
            project reserve is expected to be funded by State                                                                   
            appropriations    totaling    $150    million,   with    a                                                          
            "down payment" this year                                                                                            
                                                                                                                                
                                                                                                                                
      percent   of the  estimated   average   availability    payment                                                           
      over  next   three  years  plus   (2)  120  percent   of  prior                                                           
      year   KABATA    expenses    minus   (3)   prior    year   toll                                                           
      revenues                                                                                                                  
            -  Provides    liquidity    to   KABATA   to   make   the                                                           
            availability       payments      and     fund      KABATA                                                           
            administrative   costs   given  the  annual  legislative                                                            
            schedule   (appropriations     can   normally    only  be                                                           
            made during the 90 day session)                                                                                     
                                                                                                                                
11:07:25 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone discussed Slide 8, "Purpose of State                                                                            
Financial Backstop":                                                                                                            
                                                                                                                                
      The  private   partner   is  investing   nearly  $800   million                                                           
      of its  funds  to  build  the  Crossing  and  needs  assurance                                                            
      that   KABATA   and  the   State   can  pay   if  the   private                                                           
      partner meets its obligations.                                                                                            
                                                                                                                                
      · Request                                                                                                                 
      · Key Purpose                                                                                                           
                                                                                                                                
      Funding   shortfalls   if  availability   payments   and  other                                                           
      expenses exceed toll revenues                                                                                             
      •  Provides   funding   for  early   year  projected    revenue                                                         
      shortfalls during traffic ramp up on bridge                                                                             
      • Under  base  case  projections   there   are minimal   future                                                         
      need for State support                                                                                                  
                                                                                                                                
      Funding "pinhole" risks                                                                                                   
      •  Provides    funding   for   "pinhole"   risks   assumed   by                                                         
      KABATA                                                                                                                  
      •  Pinhole   risks   proposed   to   be  backstopped    by  the                                                         
      State   include:    (1)   termination    costs,    should   the                                                         
      concession   be   terminated   prior   to   its  maturity   for                                                         
      KABATA  fault  or  convenience   ; and  (2)  compensation   for                                                         
      specific    conditions/events     outside    private    partner                                                         
      control                                                                                                                 
                                                                                                                                
                                                                                                                                
11:08:44 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone spoke to slide 9 titled: Assumptions                                                                            
Provided by Team of Experts":                                                                                                   
                                                                                                                                
      The   financial   projections     are  based    on  a   set  of                                                           
      assumptions   carefully   prepared  by  a team  of  experts  in                                                           
      their respective fields.                                                                                                  
                                                                                                                                
      •   As   KABATA's    financial     advisor,    Citigroup    has                                                           
      prepared  financial   projections   to  show  how  the  project                                                           
      will  perform   under  a  set  of  assumptions   developed   by                                                           
      national experts in their respective fields:                                                                              
                                                                                                                                
      (The  following   information   is  ordered:  the  assumption,                                                            
      the firm, and the credentials.)                                                                                           
                                                                                                                                
      Construction Cost                                                                                                         
      HDR1                                                                                                                      
      Fifth-ranked    engineering   firm   for  highway    design  in                                                           
      the US                                                                                                                    
                                                                                                                                
      Traffic and Revenue                                                                                                       
      CDM Smith                                                                                                                 
      Foremost   Traffic    and   Revenue   consultant    with   more                                                           
       studies supporting financings than any other firm                                                                        
                                                                                                                                
      Operations and Maintenance                                                                                                
      HDR/PND                                                                                                                   
      Fifth-ranked    engineering   firm   for  highway    design  in                                                           
      the  US  and   one  of  the   top  Alaskan   road  and   bridge                                                           
      engineers                                                                                                                 
                                                                                                                                
      Toll Collection                                                                                                           
      CDM Smith                                                                                                                 
      Leading  toll  system   advisor  to  toll  and  transportation                                                            
      agencies                                                                                                                  
                                                                                                                                
      Renewal Capital Expenditures                                                                                              
      CDM Smith2                                                                                                                
      Substantial    experience     in   inspecting    bridges    and                                                           
      developing      capital      maintenance      programs      for                                                           
      transportation agencies in the US.                                                                                        
                                                                                                                                
      Debt and Equity                                                                                                           
      Citigroup                                                                                                                 
      One   of   the    world's    largest    banks    and   the   #1                                                           
      underwriter of US toll road bonds                                                                                         
                                                                                                                                
      (1)  HDR  was  assisted   by  PND,  Armeni,   William  Ott  and                                                           
      DCS  for  bridge   design   and  Hydro-Ram   and  IHC   Merwede                                                           
      for piling                                                                                                                
      (2) CDM Smith was assisted by PND                                                                                         
                                                                                                                                
11:09:46 AM                                                                                                                   
                                                                                                                                
Mr.   Livingstone    addressed    Slide    10,   "KABATA   Projected                                                            
Obligations   and  Toll  Revenues."   He stated   that  in the  early                                                           
years,  revenue   would  be insufficient    to cover  costs,   but in                                                           
the   later   part   the   project   would   generate    significant                                                            
revenue for the state.                                                                                                          
                                                                                                                                
11:10:59 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone discussed Slide 11, "Sensitivities"                                                                             
                                                                                                                                
      Sensitivities     prepared     to   determine     upside    and                                                           
      downside   impact   of   the   project   on  KABATA    and  the                                                           
      State.                                                                                                                    
                                                                                                                                
                                                                                                                                
            - Base case - Most likely traffic and revenue                                                                       
            projection                                                                                                          
            - Upside   and  downside   sensitivities   at  5  percent                                                           
            (aggressive    upside),    25   percent   (upside),    75                                                           
            percent    (downside)     and    95   percent     (severe                                                           
            downside) probabilities that traffic will exceed                                                                    
                                                                                                                                
            - Initial Crossing:                                                                                                 
                                                                                                                                
                 four lane foundation                                                                                           
                                                                                                                                
                 to avoid future neighborhood disruption                                                                        
            - Future Expansions:                                                                                                
                                                                                                                                
                 initial    configuration    (estimated   20301   for                                                           
                 base case)                                                                                                     
                                                                                                                                
                 Point   MacKenzie   Road   upgrade   to  four  lanes                                                           
                (estimated 20251 for base case)                                                                                 
                                                                                                                                
                 controlled    by KABATA   and  the  State  based  on                                                           
                 traffic, congestion and funding availability                                                                   
                                                                                                                                
       (1) Based on traffic capacity analysis by CDM Smith                                                                      
      and HDR.                                                                                                                  
                                                                                                                                
11:12:30 AM                                                                                                                   
                                                                                                                                
Mr.  Livingstone    discussed    Slide  12,   "Revenue   Sensitivity                                                            
Results   from  Monte   Carlo  Simulations,"    which  charted   that                                                           
Citi  analyzed   the Crossing's   revenues   under  five  cases,  the                                                           
base    case   previously     described    and   four    alternative                                                            
probability   cases   at  higher  and  lower   traffic   and  revenue                                                           
volumes.    The    severe    downside,     downside,    upside    and                                                           
aggressive   upside  cases  represent   95   percent,   75   percent,                                                           
25   percent   and  5   percent   probabilities    that  traffic  and                                                           
toll  revenues   will  be  greater,   respectively.   For  instance,                                                            
under   the  severe   downside,   95    percent  probability    case,                                                           
there  is  only  a  5   percent   probability   that  toll   revenues                                                           
will be below the projection.                                                                                                   
                                                                                                                                
11:12:59 AM                                                                                                                   
                                                                                                                                
Mr.  Livingstone    addressed   Slide   13,  "Project   Cost/Benefit                                                            
to  State."    He  explained   that   the   slide  illustrated    the                                                           
expected   appropriations    that   would  be   expected   under  the                                                           
various   scenarios.   Slide   13  charted   cumulative    costs  and                                                           
financial    return   to  the   state  and   the   funding   of,  and                                                           
release   from,  project  reserve   over  45  years.  He  noted  that                                                           
the  grey   line  on  the   slide  represented    the  $150   million                                                           
initial  funding   of the  reserve.   He said  that  there  would  be                                                           
no  request  for  future   appropriations    until  2025.  The  slide                                                           
listed   dates   that  expansions    could  occur   under   the  base                                                           
case;   under   the   sensitivities,     the   expansions    occurred                                                           
earlier   (upside  cases)   or  later  (downside   cases)   based  on                                                           
when  traffic   levels  warranted   expansion.    Additionally,   the                                                           
severe   downside,    downside,    base,   upside   and   aggressive                                                            
upside  represented    95   percent,   75   percent,   50    percent,                                                           
25   percent   and  5   percent   probabilities    that  traffic  and                                                           
toll  revenues   would  be greater,   respectively.    For instance,                                                            
under   the  severe   downside,   95    percent  probability    case,                                                           
there  was  only  a  5   percent  probability   that  toll   revenues                                                           
would be below the projection.                                                                                                  
                                                                                                                                
11:14:32 AM                                                                                                                   
                                                                                                                                
Senator Olson inquired the date of the projects final year.                                                                     
                                                                                                                                
Mr. Livingstone replied 2060.                                                                                                   
                                                                                                                                
11:14:49 AM                                                                                                                   
                                                                                                                                
Mr.  Livingstone    spoke  to  Slide   14,  "Sensitivity   Results,"                                                            
which  was  the   numeric  information    charted  on  the   previous                                                           
slide.   Essentially,    under  the   base  case,   over   45  years,                                                           
ongoing   appropriations   of  $37  million   were  required,   while                                                           
the   Knik   Arm   Crossing   would   generate    $2.3   billion   of                                                           
revenues to fund transportation in the state.                                                                                   
                                                                                                                                
11:16:09 AM                                                                                                                   
                                                                                                                                
Mr.    Livingstone      discussed      Slide    15     "Conservative                                                            
Assumptions Used in the Financial Analysis":                                                                                    
                                                                                                                                
      Citigroup's analysis uses conservative, reasonable                                                                        
      assumptions.                                                                                                              
                                                                                                                                
                                                                                                                                
      current market                                                                                                            
           - 1.5 percent higher for tax-exempt PABs                                                                             
            - 1.1 percent higher for TIFIA loan                                                                                 
            - Using current market interest rates eliminates                                                                    
            any State reserve replenishment in other than the                                                                   
            95 percent probability, severe downside scenario                                                                    
                                                                                                                                
            percent probability scenario from $627 million to                                                                   
            $113 million                                                                                                        
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                
      if state is paying under "moral obligation" pledge                                                                        
            - If KABATA did not move forward with the                                                                           
            expansions, under the severe downside case, State                                                                   
            reserve  replenishment    drops  from   $627  million  to                                                           
            $113   million,    but   the   Crossing   would    become                                                           
            congested                                                                                                           
                                                                                                                                
                                                                                                                                
      modeled                                                                                                                   
                                                                                                                                
                                                                                                                                
            - Recent   Federal   Highways   reauthorization    allows                                                           
            up  to  49  percent   TIFIA  and   lower  interest   rate                                                           
            for rural projects                                                                                                  
                                                                                                                                
            considered rural                                                                                                    
                                                                                                                                
                                                                                                                                
      the public or the resulting economic development                                                                          
                                                                                                                                
                                                                                                                                
      asset unencumbered                                                                                                        
                                                                                                                                
Mr. Livingstone believed that all of the assumptions used                                                                       
in the presentation were very conservative.                                                                                     
                                                                                                                                
11:18:33 AM                                                                                                                   
                                                                                                                                
Mr. Livingstone spoke to Slides 16 and 17, " Analysis of                                                                        
Financial Impact of Legislation on State":                                                                                      
                                                                                                                                
      State's   appropriation     pledge   is   a  backup    to  toll                                                           
      revenues   and  would  only  be  triggered   if toll   revenues                                                           
      are insufficient to pay costs.                                                                                            
                                                                                                                                
                                                                                                                                
      is a "double barreled" credit                                                                                             
            - Payable   FIRST  from  toll  revenues  in  the  Project                                                           
            Reserve   as  the  intended   primary   source   of  debt                                                           
            repayment                                                                                                           
            - Payable   SECOND   from  the  appropriated    funds   in                                                          
            the  Project    Reserve,    initially   equal    to  $150                                                           
            million,    and   a   commitment    to   seek   a   state                                                           
            appropriation   if  the  Project   Reserve   falls  short                                                           
            of minimum requirement                                                                                              
                                                                                                                                
            base case financial projections                                                                                     
                                                                                                                                
                                                                                                                                
      support feature used by the Alaska Bond Bank and                                                                          
      AIDEA  which   have  good   records   of  debt  repayment   and                                                           
      have been credit neutral to the State's own bond                                                                          
      rating                                                                                                                    
                                                                                                                                
      has    been    carefully    crafted     as   back-up     credit                                                           
      protection   that  should  be  viewed   as credit   neutral  to                                                           
      the  State's  own  bond  rating  because  of  the  strength  of                                                           
      the  overall   project  plan   and  strength   of  the  primary                                                           
      security                                                                                                                  
                                                                                                                                
      The  proposed   legislation   should   be  credit   neutral   to                                                          
      the State, given the minimal projected need for                                                                           
      appropriations    and  the   importance   of  the   project  to                                                           
      the State.                                                                                                                
                                                                                                                                
                                                                                                                                
      the credit, is likely to be used sparingly                                                                                
            - No  availability    payments  due  until   the  Project                                                           
            is  completed    and  available    for   service,   which                                                           
            removes   the   construction    risks   (State    is  not                                                           
            taking  on  construction    cost   overrun  or   schedule                                                           
            risk)                                                                                                               
                                                                                                                                
            State   are   $36   million;    other   shortfalls    are                                                           
            covered  by  the   Project  Reserve   without   the  need                                                           
            for further appropriations                                                                                          
                                                                                                                                
            probability   of  exceeding,"   first   Project   Reserve                                                           
            replenishment    by  State  is   in  2025  ($9  million)                                                            
            and maximum annual payment is $38 million in 2043                                                                   
                                                                                                                                
                                                                                                                                
            -  Infrastructure     projects,    like   the  Knik   Arm                                                           
            Crossing,    fill    an   essential    need    and   spur                                                           
            economic development                                                                                                
                                                                                                                                
11:19:03 AM                                                                                                                   
                                                                                                                                
Co-Chair Meyer noted that the committee would adjourn for                                                                       
floor session and continue the discussion during the                                                                            
afternoon meeting.                                                                                                              
                                                                                                                                
11:19:45 AM                                                                                                                   
                                                                                                                                
SB 13 was HEARD and HELD in committee for further                                                                               
consideration.                                                                                                                  
                                                                                                                                
11:19:48 AM                                                                                                                   

Document Name Date/Time Subjects
CSSB 63(STA) Explanation of Changes.pdf SFIN 4/2/2013 9:00:00 AM
SB 63
CSSB 63(STA) Sectional Analysis.pdf SFIN 4/2/2013 9:00:00 AM
SB 63
CSSB 63(STA) Sponsor Statement.pdf SFIN 4/2/2013 9:00:00 AM
SB 63
SB63 ADVANCE PRINTING.PDF SFIN 4/2/2013 9:00:00 AM
SB 63
SB63 AT PUBLISHING.PDF SFIN 4/2/2013 9:00:00 AM
SB 63
SB63 Letter of Support State Chamber.pdf SFIN 4/2/2013 9:00:00 AM
SB 63
SB63 SERVICE BUSI PRINT.PDF SFIN 4/2/2013 9:00:00 AM
SB 63
SB63 TECHNI PRINT.PDF SFIN 4/2/2013 9:00:00 AM
SB 63
KGB - Parks MVA rates.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Cap Bud FY 2014 $10M.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 CH to SFIN hearing req 3.26.13.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 CH to USDOT re TIFIA 12.17.12.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 KABATA myths.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 KABATA summary of Legislation.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Letters of Support.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Mat Su Economic Trends.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 MSB PtMac Townsite Reso 13-007.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 NealFriedassembly2013 MSB 3.19.13.pdf SFIN 4/2/2013 9:00:00 AM
SB 3
SB 13
SB 13 Neil Fried 3.25.13 Frontiersman.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Pt Mac Townsite map.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Sectional Analysis.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Sectional Version A.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Slides for bill packet.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 sponsor statement version A.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 TIFIA importance.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 13 Citi Presentation KABATA Finance Committee 3-30-13 FINAL2.pdf SFIN 4/2/2013 9:00:00 AM
SB 13
SB 59 Weissler SFIN Testimony .pdf SFIN 4/2/2013 9:00:00 AM
SB 59
SB 13 Response to Citi Presentation KABATA Finance Committee.pdf SFIN 4/2/2013 9:00:00 AM
SB 13