Barrett

Report

$500M Public Transportation
Infrastructure Project with 5
Public/Private Partners, and 9 financing
Sources
DUS Site

Purpose:
To provide a flavor of the complexities involved in a multi-party,
multi-jurisdictional redevelopment transaction

Focus:
A look at the project itself, its financing sources, its debt structure
and the hurdles it has overcome

Acknowledgements:
The 4 partner agencies and the private partner who, together with
their own teams, managed to complete the financing of this project
and head into the home stretch with the construction

Regional Transportation District (RTD)

City and County of Denver (CCD)

Denver Regional Council of Governments (DRCOG)

Colorado Department of Transportation (CDOT)

Union Station Neighborhood Company (USNC)
2001
RTD ACQUIRES DUS SITE
August 2001 RTD
acquires DUS site in
accordance with IGA
between RTD, CCD,
CDOT and DRCOG
2002-4
MASTER PLANNING
April 2002 Partner
Agencies initiated
master planning process
3-year public process
with 96-member
Advisory Committee
September 2004 Vision
Plan approved by four
Partner Agencies
establishing transit and
development programs
September 2004 DUS
rezoned T-MU 30
Milestones
Nov. 2004
FasTracks approved
by voters

Intergovernmental Agreement:
◦ Originally intended to memorialize the contributions of each of
the four partners to the purchase of the historic building and its
19.5-acre site and to acknowledge RTD as fee owner of the
property
◦ No legal entity created; no power to contract
◦ Third Amendment established Executive Oversight Committee
(EOC) and set forth timeline for selecting Master Developer for
the redevelopment project, as well as need to determine
“governance” for the project

Master Plan
◦ Developed 2001-2004 and adopted in 2004 by
governing bodies of all of the partner agencies
◦ Supplemented in 2008 when project design
determined and again formally approved by all
governing bodies

Re-Zoning
◦ CCD formally re-zoned property in 2004 to a
then-new category, TMU-30, which
accommodates transit mixed use development

Voter approved November
2004

119 miles of Rail Rapid
Transit (LRT/CRT)

18 miles of Bus Rapid Transit
(BRT)

31 new park-n-Rides with
over 21,000 new spaces

Enhanced Bus Network &
Transit Hubs (FastConnects)
Multi-Modal Vision for the Metropolitan Area
Transit Framework

8 track CRT (plus expansion)
◦ East (DIA) - 2016
◦ North Metro (I-25 North)
◦ Northwest (Boulder)
◦ Gold (Arvada/Golden) - 2016
◦ Amtrak – 2014

3 track LRT
◦ Existing Southwest & Southeast - 2011
◦ West (Lakewood/Golden) – 2013

22 bay regional bus facility - 2014
◦ 16 regional
◦ 4 Downtown Circulator
◦ 2 commercial bus

16th Street Mall Extension – 2011

Downtown Circulator

Public Realm
Light Rail
$ 56.9 M
Passenger Rail
$145.2 M
Regional Bus
$219.0 M
Streets & Public Spaces
$ 40.0 M
DUS Renovation
$ 17.0 M
Miscellaneous
$
9.9 M
$488.0 M
2005-6
DEVELOPER SELECTION
18 month process of
national significance
Developer RFQ June 2005
11 teams submit
RFP Part 1, February 2006
5 teams submit
2007
DESIGN REFINEMENT
USNC led design
refinement - team
studied alternative
configurations
PRELIMINARY ENG.
Design Team prepared
30% Preliminary
Engineering
EIS completed
At-Grade Solution
developed and costed;
15% Conceptual Plans
prepared
ROD issued October
2008
DUSPA created
RFP Part 2, July 2006
Developer Interviews,
August 2006
2008
Master Plan amended
to reflect new solution
DDA created, TIF district
established
EIS advances
DUS Met Districts
created
Public Presentations,
September 2006
Nov. 2006
USNC Selected as
Master Developer,
team included SOM,
AECOM, and Kiewit
Nov. 2007
Revised solution
& target budget
established
Dec. 2008
PE complete
Start D/B
Negotiations
USNC Sites
DUS Site
14
4
5
3
2
1
DUS - Transit Infrastructure
LIGHT RAIL + MALL
SHUTTLE STATIONS
REGIONAL BUS
TERMINAL
Wewatta Plaza
COMMUTER
RAIL TERMINAL
DUS HISTORIC
BUILDING

Federal and state grants
◦ Ultimately approximate total of $180M from FHWA,
FTA, SB-1, ARRA

Property Sale Proceeds
◦ $27M for sale by RTD of 5 parcels of the 19.5 acres to
USNC
◦ $11.4M for sale by RTD of Market Street Station
property to CCD

Borrowing
◦ Ultimately approximate total of $300M

$50M FHWA (CDOT)

$28.6M ARRA Funds (DRCOG and RTD)

$9.6M FTA

$2.5M TIP

$18.6M Senate Bill 1(CO)

$1.5M
North Wing Parcel

$1.5M
South Wing Parcel

$3M
Triangle Parcel

$10M
A Block Parcel

$10M
B Block Parcel

$11.436
Market Street Station

Borrowed funds:

Assumption:

Steps:
◦ Clear need for additional funds
◦ Determine source of borrowing
◦ Determine source/sources for repayment
◦ Tax-exempt securities sold in financial markets; repayment from
RTD’s FasTracks allocation to DUS ($208.8M) and from CCD tax
increment revenue
◦ Annuitize the RTD FasTracks allocation
◦ Establish a CCD framework for creating and collecting incremental
taxes on and surrounding the site

Creating the legal entities:
◦ Denver Union Station Project Authority (DUSPA), a 57-187 onbehalf-of issuer for federal tax purposes and a Colorado non-profit
corporation
◦ Denver Downtown Development Authority (DDA), a statutory
authority with tax-increment powers; comprises 40+ acres in the
Central Platte Valley
◦ DUS Metropolitan District Nos. 1-5 (Met Districts), statutory
metropolitan districts that levy property taxes; boundaries of Nos. 13 include the 19.5 acres and those of Nos. 4-5 include Market Street
Station
A Public-Private Partnership
PUBLIC
FEDERAL & STATE
PRIVATE
DUS METRO DISTRICT
RTD
DRCOG
CDOT
Denver Regional
Colorado
Department of
Transportation
Council of
Governments
DRCOG
1 member
Regional
Transportation
District
DDA
CCD
Downtown
City & County
CONTINUUM
PARTNERS
EAST WEST
PARTNERS
Development
Authority
of Denver
DUSPA
USNC
Denver Union Station Project Authority
Union Station
Neighborhood Company
RTD
2 members
CDOT
1 member
CCD
6 members
Metro District
1 member
2 non-voting
members
Owner’s Representative: Trammell Crow Company
Master Developer
Private land and vertical developer
of DUS sites
Participate in management of transit
and public infrastructure project
DESIGN-BUILD CONTRACT
Kiewit Western Company
Transportation/Public
Infrastructure Contractor
AECOM
Transportation Infrastructure
Engineer
SOM
Skidmore, Owings, and Merrill, LLP
Master Plan & Transit Architect
Hargreaves & Associates
Landscape Architect
Design, Construction, and
Operation of Private Buildings
developed on DUS site
Public Finance Summary | DDA & DUS Met District Boundaries
DUS
DDA Boundary
DUS Met Districts
Market St. Station
DUS Site
Market St. Station

Tax-Exempt Markets
◦ After downturn, capital markets not
accessible

Federal Loan Opportunities
◦ Restructured DUS repayment scenarios to
accommodate federal requirements

Transportation Infrastructure Finance and
Innovation Act (TIFIA)- $145M

Railroad Rehabilitation and Improvement
Finance (RRIF) - $155M

Transportation Infrastructure Finance and Innovation Act
(TIFIA)
◦ “Springing lien”; “bankruptcy event” not clearly defined; explored
bankruptcy potential RTD/DUSPA;
◦ Springing lien issue necessitates TIFIA be senior lender for first
time; participation of private developer unusual

Railroad Rehabilitation and Improvement Financing (RRIF)
◦ No physical collateral; acceleration; first time as subordinate
lender

FasTracks $208.8M less previous expenditures =
$165M

$165M annuitized at 5.65% to $12M annually, pledged
by RTD to DUSPA to secure and repay TIFIA loan

Denver Downtown Development Authority (DDA) all
tax increment revenue for 30 years pledged by City to
DUSPA to secure and repay RRIF loan

Moral Obligation (City Contingent
Commitment) from City and County of Denver
In the event of a shortfall in revenue
available for debt service on the subordinate
loan (RRIF), the City and County of Denver will
request of its City Council appropriation of up
to $8M annually during the term of the loan
to make up any such shortfall
2009
2010
DUSPA MOVES AHEAD
CONSTRUCTION START
Design-Build contract
executed
Final design continues
Early Action work
Final Design / Permits
Continued Public
Outreach through USAC
DUS Design Standards &
Guidelines Approval
DUS General
Development Plan
Approval
Construction starts at
risk
DUSPA closes loans with
USDOT
USNC closes on North
and South Wing
development parcels
2011
2012-14
PHASE 1 OPENS
PROJECT COMPLETION
Amtrak relocated to
temporary station
North Wing and
South Wing open
USNC closes on Triangle
development parcel
USNC closes on
remaining
development parcels
Light Rail Station opens
Phase 2 construction
begins
Block A and Triangle
construction begin
CRT and Regional Bus
facilities open
Wynkoop Plaza opens
DUS obtains investment
grade rating
Q4 2013 – Q1 2014
Public project
completion
32
Wewatta Plaza
View from 17th and Wewatta Streets
Wewatta Plaza – opening day
DUS Light Rail Station and Plaza
View toward CML from 17th Street and Chestnut Place
DUS Light Rail Station and Plaza
View toward CML from 17th Street and Chestnut Place

The Denver Union Station transportation project opened
on May 9, 2014 on schedule and on budget

The successful opening means the region has gained a
modern, multi-modal transportation hub, grounded by a
magnificent renovation of a beautiful historic building
Mantra of the 5 partners: “No is not the answer!”

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