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1 General Statement of Scope of Work 5 2 Background 6 3 Contract Completion Timeline 6 4 Project Management, Coordination, and Meetings 6 4.1 Schedule 6 4.2 Monthly Progress Meetings 7 4.3 Project Instructions and Quality Assurance 7 4.4 Subcontractor Management and Oversight 7 4.5 Project Coordination with Stakeholders 7 4.6 Mobilize and Utilize Strategic Advisory Group (SAG) 7 4.7 Initial Project Coordination Meetings 7 5 Items provided by State 8 6 Conflict Scoping Process 8 6.1 Municipal Consent Package 10 6.2 FHWA Consent Letter or Equivalent 10 6.3 CSP Deliverables 10 6.3.1 Project Analysis 10 6.3.2 Stakeholder Identification 11 6.3.3 Conflict Identification 11 6.3.4 Mapping 11 6.3.5 Assessment 11 6.3.6 Strategy 12 6.3.7 Implementation and Management 12 6.3.7.1 Outreach Meetings 13 6.3.7.2 Noise Mitigation Meetings 13 6.3.7.3 Staff Advisory Committee Meetings 13 6.3.7.4 12 th, Portland and Nicollet Avenue Access Consolidation Design Workshops 13 6.3.7.5 Elected Officials Meeting 13 6.3.7.6 EA Public Open House 13 6.3.7.7 Electronic Communications 13 6.3.7.8 Business Meetings (assumes State will conduct these meetings) 13 6.3.7.9 The Project Scope Video 13 6.3.7.10 Project Management 14 6.3.8 Resolution, Review, and Regeneration 14 6.3.9 Post-Project Analysis 14 7 Environmental Documentation 14 7.1 Early Notification Memo 15 7.2 Purpose and Need Statement 16 7.2.1 Draft Purpose and Need Statement 17 7.2.2 Final Purpose and Need Statement 18 7.3 Alternatives Evaluation 19 7.3.1 Draft Project Alternatives Report 20 7.3.2 Logical Termini Analysis and Report 20 7.3.3 Alternatives Evaluation 21 7.4 Impacts Not Covered in EAW 22 7.4.1 Contamination Investigation, and Hazardous Materials and Regulated Waste 22 7.4.2 Wetland Delineation and Impacts Report 22 7.4.3 Benefit-Cost Analysis 23 7.4.4 Flood Plain Assessment 23 7.4.5 Section 4(f) 23 7.4.6 Traffic 24 Page 1 of 66

7.4.7 Air 24 7.4.8 Noise 25 7.4.9 Social Impacts 26 7.4.10 Considerations Relating to Pedestrians and Bicyclists 26 7.4.11 Environmental Justice 27 7.4.12 Economics 27 7.4.13 Relocation Impacts 28 7.4.14 Public and Agency Involvement 28 7.4.15 Section 106 Review (Cultural Resources) 28 7.4.16 EAW Questions 1-20 29 7.4.16.1 EAW Items 1-6. Project Information 29 7.4.16.2 EAW Item 7. Cover Type 29 7.4.16.3 EAW Item 8. Permits and Approvals 29 7.4.16.4 EAW Item 9. Land Use 29 7.4.16.5 EAW Item 10. Geology, Soils and Topography/Land Forms 29 7.4.16.6 EAW Item 11. Water Resources 29 Surface Water 29 Groundwater 29 Wastewater 30 Stormwater 30 Water appropriation 30 Wetlands 30 Other Surface Waters 30 7.4.16.7 EAW Item 12. Contamination/Hazardous Materials/Wastes 30 7.4.16.8 EAW Item 13. Fish, Wildlife, Plant Communities, and Sensitive Ecological Resources 31 7.4.16.9 EAW Item 14. Historic Properties 31 7.4.16.10 EAW Item 15. Visual 31 7.4.16.11 EAW Item 16. Air 31 7.4.16.12 EAW Item 17. Noise. 31 7.4.16.13 EAW Item 18. Transportation 32 7.4.16.14 EAW Item 19. Cumulative Potential Effects: 32 7.4.16.15 EAW Item 20. Other Potential Environmental Effects: 32 7.4.17 Section 6(f) 32 7.5 Additional Tasks beyond Issue Areas in the EA/EAW: 32 7.5.1 Draft EA/EAW Document 32 7.5.2 EA/EAW Public Hearing 33 7.5.3 Draft Findings of Fact and Conclusion 33 7.5.4 Responses to Comments and Final FOFC 33 7.6 Water Quality Permits 34 7.6.1 Army Corps of Engineers 34 8 Existing Traffic Conditions Report 35 9 Traffic Operations Analyses 35 9.1 Alternative Evaluation Modeling 36 9.1.1 Travel Demand Forecasts for Alternative Evaluation 37 9.1.2 Travel Demand Forecasts Report for Alternative Evaluation 37 9.1.3 Travel Demand Forecasts Meetings 37 9.1.4 CORSIM Analysis for Alternative Evaluation 37 9.1.5 CORSIM Analysis Report for Alternative Evaluation 37 9.1.6 CORSIM Analysis Meetings 37 9.2 Travel Demand Forecasts 37 9.2.1 Travel Demand Modeling and Forecast Report 37 Page 2 of 66

9.2.2 Sensitivity Analysis on Travel Demand Modeling 38 9.3 Microsimulation Modeling and Analysis 39 9.3.1 Building of Base Model 39 9.3.1.1 Base Model Calibration Report 39 9.3.2 Year 2020 No-Build Alternative Traffic Analysis 40 9.3.3 Year 2040 No-Build Alternative Traffic Analysis 40 9.3.4 Year 2020 Preferred Alternative Traffic Analysis 40 9.3.5 Year 2040 Preferred Alternative Traffic Analysis 40 9.3.6 Sensitivity Analysis on CORSIM Modeling 41 9.4 Traffic Management Plan 41 9.4.1 Layout Alternatives TMP 41 9.4.2 Staging Alternatives Analysis Report 41 9.4.3 Final TMP 42 9.4.4 Local Road TMP Analysis Error! Bookmark not defined. 9.4.4.1 Detour Analysis 43 9.4.4.2 Travel Demand Modeling 43 9.5 Enhanced NEPA Screening Analysis 44 9.5.1 Coordination 45 9.5.2 Transit Ridership Forecasts 45 9.5.3 Travel Time Reliability Evaluation 45 9.5.4 Benefit-Cost Analysis for NEPA Alternative Screening 46 9.6 Model Calibration, Validation, and Analysis 46 10 Interstate Access Request 47 11 Geometric Layouts 47 11.1 Draft Preliminary Geometric Layouts 47 11.2 Drainage Spread Requirements and Analysis for Median Shoulders 48 11.3 Final Preliminary Geometric Layouts 48 11.4 Level 1 - Staff Approved Layout 49 12 Drainage Overview Maps 49 12.1 Drainage Overview Maps for Alternatives 49 12.2 Drainage Overview Map for Staff Approved Layout 51 13 Cost Estimates 51 13.1 Cost Estimates for Draft Alternatives 51 13.2 Cost Estimates for Final Alternatives 52 13.3 30% Quantities Based Cost Estimate 52 13.3.1 Additional 30% Quantities Based Cost Estimate Work 53 14 Bridge Evaluation 53 14.1 Bridge Evaluation of Alternatives 53 14.2 Bridge Evaluation of Staff Approved Layout 54 15 Cross Sections and Construction Limits of Alternatives 55 15.1 Cross Sections and Construction Limits for Staff Approved Layout 55 16 State Scoping Report and Pavement Recommendations 56 16.1 Initial State Scoping Report 56 16.1.1 Initial State Pavement Recommendations 56 16.2 Final State Scoping Report 57 16.2.1 Final State Pavement Recommendations 57 17 Value Engineering 57 17.1 Value Engineering Participation 58 Page 3 of 66

17.2 Value Engineering Preferred Alternative Layout Revision 58 17.3 Value Engineering Preferred Alternative LWD Cost Estimate Revision 58 18 Preliminary Design Package 58 18.1 Design Memorandum 59 18.2 Right of Way Report 59 18.3 Preliminary ITS, MNPASS, and Type A and OH Layout 59 18.4 Visual Quality Manual 60 18.5 Risk Management of Construction Risks 61 19 Wetland Delineation 61 19.1 General Statement of Scope of Work 61 19.2 State will provide: 61 19.3 Assumptions 61 19.4 Deliverables 62 19.4.1 WTL2000 Perform Level 1 Field Prep (Wetlands) 62 19.4.2 WTL2010 Perform Level 1 Field Work (Wetlands) 62 19.4.3 WTL2020 Perform Level 1 Post Field (Wetlands) 62 19.4.4 WTL 2040 Early Coordination Meeting with Regulators (Wetlands) 63 19.4.5 WTL2050 Perform Level 2 Field Work (Wetlands) 63 19.4.6 WTL2060 Perform Level 2 Post Field (Wetlands) 64 19.4.7 WTL2065 Final Coordination Meeting with Regulators (Wetlands) 64 19.4.8 WTL2070 Write Report Documentation (Wetlands) 64 20 Clean and video tape pipe sewer 65 21 I-494 MnPASS Implementation Report 65 22 Surveying Datums 66 THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK Page 4 of 66

1 General Statement of Scope of Work Contractor will conduct all tasks as described herein on Interstate (I)-494 from the Minnesota River by the Minneapolis/St. Paul International Airport to Highway 169 in the City of Bloomington, in both directions. These limits and this Project will be referred to as the I-494 Bloomington Strip Project. The project length is approximately ten miles. The Federal Highway Administration (FHWA) considers this to be a Project of Division Interest (PODI), which means that the FHWA will be doing full federal oversight of this project. The State has been working with the I-494 Corridor Coalition and the I-35W Solutions Alliance in the development of a multi-modal and increased capacity corridor. These coalitions are made up of the following Cities, County and agencies: Bloomington, Richfield, Edina, Minnetonka, Eden Prairie, Minneapolis, the Metropolitan Council, Metro Transit, and the Metropolitan Airport Commission. The State has previously commissioned numerous congestion relief studies along this stretch of highway. Recommendations that came out of these studies include the addition of MnPASS lanes and/or Auxiliary lanes in this corridor and the reconfiguration of the I-35W and I-494 Interchange. Furthermore, in the State Capital Highway Improvement Program (CHIP), infrastructure in this corridor has been identified as requiring preservation works be completed by the year 2030. The infrastructure needs are: Major Concrete Pavement Rehabilitation from the Mississippi River to 24 th St by year 2023; Bituminous Mill and Overlay from 24 th Street to France Avenue by year 2025 and Concrete Pavement Rehabilitation from France Avenue to I- 394 in year 2027. In addition the following bridges over I-494: 12 th Avenue, Portland Avenue have been identified in the Bridge Replacement and Improvement Management (BRIM) system to be replaced in 2028-2037, Nicollet Avenue is identified in BRIM for replacement in 2022-2027 timeframe. Therefore, in the development of the environmental document for the proposed project following the National Environmental Policy Act (NEPA) guidelines and the Interstate Access Request (IAR), the Contractor is tasked to consider the interaction of the corridor vision i.e. MnPASS, Auxiliary Lanes, the implementation of the I-494/I- 35W Interchange Vision layout, Highway access consolidation as part of the potential 12th, Portland and Nicollet bridge replacements, the concurrent construction of Metro Transit s Knox Avenue bridges by I-494 (Metro Orange Line). The primary purpose of this contract is to propose a project that provides a long-term, sustainable option for all highway users (transit and non-transit) that: Addresses deficient bridge and pavement conditions Increases mobility, Improves travel time reliability, Maintains or improves transit advantages on I-494 between roughly Trunk Highway (TH) 5 and TH 169 in the cities of Bloomington, Richfield, Eden Prairie and the Minneapolis- St. Paul Airport State and regional transportation plan policies and strategies, including goals and objectives to better use existing and future infrastructure investments, will help guide project development. The Contractor will assist the State in the development of a preliminary design (30% plans) that incorporates the CHIP goals and corridor improvement targets mentioned previously. The proposed deliverables for this contract include Environmental Assessment (EA) with a preferred alternative, Staff Approved Layout, cost estimates, traffic modeling, traffic operational analysis, IAR, Traffic Management Plan (TMP), Preliminary Drainage Overview Map, Construction Limits, and right of way (R/W) acquisition report. The construction of this project has not been programmed, which means it does not have a letting date and does not have funding for construction. The FHWA policy on the NEPA and Fiscal Constraint prohibits the issuance of a determination until funding for a post-nepa project is programmed. This means that documents such as the EA and IAR may not actually be approved with the conclusion of this contract. However, the intent of this contract is to Page 5 of 66

have the FHWA review those documents and provide comments, so that State and the Contractor can address those comments and complete these draft documents such that it is reasonable to assume that they would be approved if a construction project were programmed. As a result, both State and the Contractor must be careful to manage the expectations of the public and other stakeholders. For example, even though our traffic operational analysis will use the year of construction as 2020 and the design year as 2040, we must be careful to explain that a construction project for the year 2020 has not been programmed or funded. Managed lane projects are difficult to fund based upon the current funding received by the department. The operational issues and the safety issues that have developed as a result of increased traffic on I-494 Bloomington strip are problematic and continue to degrade as traffic volumes increase, additional weaving occurs, and the congestion grows. 2 Background In 2014, the State commissioned a vision study for the I-494/I-35W interchange located in Bloomington, MN to enhance safety and improve upon the significant congestion that affects traffic operations at the interchange and segments of the I-494 and I-35W corridors. In the 2001 Final Environmental Impact Statement (FEIS) for the I-494 Reconstruction: I-394 to the Minnesota River major improvement strategies for the I-494 corridor were identified and some since implemented including projects involving interchange reconstruction, bridge replacements and roadway improvements. State and the Metropolitan Council in a joint effort published the Minnesota Highway System Investment Study (MHSIS) in September 2010. The purpose of this study was to develop a future transportation investment strategy that optimizes the investments already made in the region through the use of multimodal oriented managed lanes and comprehensive system management strategies. As noted in the MHSIS, The purpose of these strategies is not to fix congestion, but rather to provide residents, employees, and visitors with a consistently congestion free alternative throughout the regional highway system. The consideration of managed lane elements provides an opportunity for travelers to opt their way out of congestion, even if system congestion may persist. The study examined projects that could be implemented in the 2010 2030 timeframe. Four categories of performance measures were used to examine the MHSIS alternatives: Increase the person moving capability of the metropolitan highway system Manage and optimize, to the greatest extent possible, the existing system Reduce future demand on the highway system Implement strategic and affordable investments The study findings rated 18 potential managed lane corridors, and I-494 Corridor described herein is one of those corridors. A composite performance rating of high, medium and low, was used to compare the managed lane corridors among each other. The rating indicated which improvements best corresponded with the objectives of the MHSIS for assumed potential implementation by 2030. 3 Contract Completion Timeline State expects all deliverables in this scope of work to be completed within 18 months of Notice to Proceed. 4 Project Management, Coordination, and Meetings This task focuses on effective communication and coordination of the contract work to expedite the decisionmaking process and maintain the scheduled completion dates. The project manager s team will also be responsible to transferring/saving electronic files/deliverables to State s ProjectWise system prior to requesting State s review of said task/deliverable. 4.1 Schedule Create and actively maintain a detailed schedule, using the Primavera Project Manager (P6) program. The updated schedule will accompany the monthly invoicing and progress meetings and at other times deemed necessary to allow the Page 6 of 66

use of the schedule as an effective management tool. At a minimum the schedule will include durations and due dates for all deliverables listed in this scope of work. State will provide a sample schedule of this project, for reference only, at the following site: ftp://intradev.dot.state.mn.us/outbound/metrowatersedge/s.p.2785-424-bloomingtonstrip/ The Contractor will determine the final schedule by analyzing each Work Package s duration and networking to create a schedule that will accomplish the contract completion deadline. Deliverable: One electronic schedule to be updated monthly. Format: All files submitted electronically. Use P6 as the scheduling software. Monthly reports must be in Adobe Acrobat (pdf extension). Due: Within 14 business days of Notice To Proceed with monthly updates on progress. Standard: Critical Path Method (CPM) State Review: Five business days. Contractor Update: Five business days. 4.2 Monthly Progress Meetings Contractor s Project Manager will meet with State s Project Manager once per month to review the monthly progress and invoices. Contractor s Project Manager will solicit feedback from State s Project Manager to assess whether all services meet or exceed the requirements of the project. If needed, Contractor will direct changes to personnel and/or procedures to correct identified deficiencies and implement opportunities for improvements. Deliverable: An informal meeting to review invoices and progress. Format: All files submitted electronically. Meeting may be in person, teleconference, or web conference. Send email to State s Project Manager at completion of meeting documenting that meeting occurred per work order requirements. Due: Monthly at the same time as the invoices. Standard: Meeting minutes are not required. State Review: During the meeting. Contractor Update: Update invoices within 5 business days. 4.3 Project Instructions and Quality Assurance Develop tools (Project Instructions, Work Plans, and a Quality Assurance Plan) to establish budgets, roles, and responsibilities for the project team members throughout the project. Provide project oversight, leadership to the project team, and facilitate team meetings. Contractor will perform Quality Assurance/Quality Control (QA/QC) functions throughout the project duration to ensure delivery of a quality product. Develop resource utilization tool to indicate "burn rate" to aid in budget management. 4.4 Subcontractor Management and Oversight Manage, coordinate, direct, and monitor subcontractor services. This includes review of progress reports, deliverables, schedule and invoices. 4.5 Project Coordination with Stakeholders Communicate and coordinate project goals, objectives, and general information with project stakeholders (those listed in Section 6). 4.6 Mobilize and Utilize Strategic Advisory Group (SAG) Meet with SAG to develop project strategy, review goals and objective, and receive executive input. 4.7 Initial Project Coordination Meetings Attend and facilitate meeting between Contractor and State to finalize traffic analysis criteria and goals. The results of this meeting will be presented to FHWA. Page 7 of 66

Attend and facilitate meeting between Contractor, State, and FHWA to present results of initial traffic analysis coordination meeting and gain FHWA concurrence on traffic analysis approach. Attend and facilitate meeting with Contractor, State and other State representatives for the 494/62 Congestion relief study, TH 77 Managed Lane Study with the purpose of gathering information and integrating study proposals into the 494 Bloomington strip project. Deliverable: Meeting minutes for Initial Project Coordination Meetings 5 Items provided by State Metropolitan Freeway System 2012 Congestion Report (or latest available Report), The I-494/I-35W Interchange Vision Layout report The I-494 Hydraulic reports. The 1991 & 2001 FEIS documents. Traffic Forecast from I-494/TH 62 Congestion Relief Study, Three-year crash summary for the I-494 Corridor from the Mississippi River to I-394. Report for the I-494/TH 62 Congestion Relief Study (report many not be finalized by the time of notice to proceed). Report for the TH 77 Managed Lane Study. Documentation regarding current and proposed transit service on I-494 and I-35W in Bloomington, Draft site plan showing previously developed project, MN Department of Natural Resources (DNR) Questionnaire response, and Natural Heritage database list for the project area, PONTIS Bird Nest report, R/W mapping, State Metro District s LWD cost estimate template and guidance for usage, Planimetric mapping, TIN model, right of way and utility information from previous work, and any other CADD base map information available, using the following datums: o Vertical datum is based on the North American Vertical Datum of 1988 (NAVD 88). o Horizontal datum is based on Hennepin County coordinate system, which is related to the Minnesota State Plane Coordinate System NAD 1983 (HARN 1996) adjustment south zone. CADD and Geopak files for previous alternatives, including layouts, profiles and cross sections, Comprehensive Intelligent Transporation System (ITS) as-builts showing existing ITS infrastructure, including, but not limited to, detection, cameras, dynamic message signs, cabinets, fiber optic cable, ramp metering, cabinets, source of power, etc. Comprehensive signing as-builts showing existing signing infrastructure, including but not limited to, Type A and Overhead (OH) guide signs. Cultural Resources Review for EA including Section 106 review and Determination of Effect Value Engineering Geotechnical Investigation including borings Materials Design Recommendation including borings Americans with Disabilities Act (ADA) Recommendations Section 7 of the Endangered Species Act-Determination of Effect Public Information Communications Plan: Contractor to insert this information into both CSP Strategy and TMP. United States Army Corps of Engineers (USACE) coordination meeting checklist 6 Conflict Scoping Process Assumptions: Project duration is 18 months. Page 8 of 66

Municipal Consent activities will follow State's Highway Project Development Process (HPDP) manual, Municipal Consent section. Municipal Consent documentation will be in the form of City Council resolutions. Assumes Municipal Consent is needed from all adjacent cities. Assumes City Council hearings will be required. Up to 18 Project Management Team (PMT) meetings over the duration of the project (one PMT meeting per month). PMT members to include State, FHWA and Metropolitan Council. Metropolitan Transit (or other agencies) to be invited to PMT meetings on an as needed basis. Up to 4 people from Contractor at each PMT meeting, 4 hours per meeting including travel. Up to 9 Technical Advisory Committee (TAC) meetings over the duration of the project (one TAC meeting every two months). TAC members to include project stakeholders identified below. Up to 4 people from Contractor at each TAC meeting, 4 hours per meeting including travel. Additional Contractor staff to attend TAC meetings on an as needed basis. Conflict Scoping Process Work Sessions will be held during PMT meetings on an as needed basis. Up to 10 conflict resolution meetings to discuss issues with project stakeholders, businesses, and property owners as needed. Up to 2 people from Contractor at each conflict resolution meeting, 3 hours per meeting including travel. Additional Contractor staff to attend conflict resolution meetings on an as needed basis. Three public information meetings as part of Conflict Scoping Process (open house format). Up to 5 people from Contractor at each public open house meeting, 6 hours per meeting including travel. Implement State s Conflict Scoping Process (CSP) and create the necessary documentation showing the progress and results of the process by following all guidance in State s CSP, which can be downloaded from the website: http://www.dot.state.mn.us/pm/processes.html and selecting the link labeled Conflict Scoping Process. CSP consists of nine steps: 1) Project Analysis 2) Stakeholder Identification 3) Conflict Identification 4) Mapping 5) Assessment, 6) Strategy 7) Implementation and Management 8) Resolution, Review, and Regeneration 9) Post-Project Analysis Establish ongoing project coordination with all stakeholders including, but not limited to: State State s Project Manager State Functional Groups FHWA Metropolitan Transit Metro Transit The Metropolitan Airport Commission I-494 Corridor Coalition I-35W Solutions Alliance Dakota and Hennepin Counties Cities of Bloomington, Richfield, Edina, Minnetonka, Eden Prairie and Minneapolis The Mall of America Other Governmental Agencies Private and Public Utilities Other agencies as required Page 9 of 66

6.1 Municipal Consent Package This task consists of preparing the Municipal Consent Submittal Packages, submitting those packages, updating those packages as needed, and finally documenting that Municipal Consent has been acquired. The work required to resolve conflict for the goal of achieving Municipal Consent will be billed and shown under the CSP task itself and all of its CSP deliverables. Deliverable: Municipal Consent Packages, three hard copies extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminated with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.2 FHWA Consent Letter or Equivalent Obtain approval from the FHWA to signify that this contract can conclude. This project is not programmed, which means it does not have funding for construction or a construction letting date. The FHWA will not actually approve an IAR, EA, or Finding of no Significant Impact (FONSI) until the project is programmed. Contractor will complete the IAR and EA, but Contractor may not be able to get a FONSI. The purpose of this task is to obtain documentation from FHWA that signifies that the IAR and NEPA process has been done correctly and that there should be no problem getting those documents approved once the project is programmed. The work required to resolve conflict for the goal of achieving FHWA consent will be billed and shown under the CSP task itself and all of its CSP deliverables. Deliverable: FHWA consent documentation. extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to covert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3 CSP Deliverables 6.3.1 Project Analysis Thorough project research will be conducted and scaled to the size of the project or policy. The Project Goals Statement will be formalized. Deliverable: Document explaining all the project goals from major goals to minor goals. extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. Page 10 of 66

6.3.2 Stakeholder Identification Internal and external stakeholders will be identified, including agencies, elected and appointed officials, advocacy groups, businesses and adjacent property owners/tenants. Deliverable: Document identifying all stakeholders. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3.3 Conflict Identification Existing and potential issues will be identified related to the stakeholders identified in step #2. Deliverable: Document identifying all conflicts. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3.4 Mapping An influence/interest grid of stakeholders will be produced. Relationships between stakeholders will be mapped, including alliances, relationships with friction, broken relationships, relationships that don t exist and relationships that need to exist. Power imbalances and triggering events which may create issues will be indicated. Deliverable: Influence/interest grid document. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3.5 Assessment Conflicts will be reviewed for likelihood of occurring, risk to the project for time, scope and budget, and risk to the agency s reputation. Deliverable: Assessment document that explains risk of each conflict. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a Page 11 of 66

pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3.6 Strategy Possible options for resolution will be generated by the team with a focus on identifying impacts, outcomes, strategies and planned responses. Deliverable: Strategy document. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3.7 Implementation and Management CSP transitions to the implementation stage, where the team takes action toward resolutions, including communication with stakeholders and tracking progress. Conduct up to 18 Project Management Team (PMT) meetings during the project. The project PMT meetings will be attended by State's Project Manager, State functional groups (as necessary), FHWA, and Metro Transit (as necessary). This task includes agenda preparation, meeting facilitation, follow-up, and a summary of outcomes from each meeting. Conduct up to 9 TAC meetings during the project. The project TAC meetings will be attended by stakeholders, including but not limited to: State s Project Manager, State functional groups, FHWA, Metropolitan Council, Metro Transit, I-494 Coalition, I-35W Solutions Alliance, Counties (Dakota, Hennepin), Cities (Bloomington, Eden Prairie, Edina, Minnetonka, Richfield and Minneapolis), Metropolitan Airport Commission, Mall of America, other governmental agencies, private and public utilities, other agencies (as necessary). This task includes agenda preparation, meeting facilitation, followup, and a summary of outcomes from each meeting. Conduct up to 10 conflict resolution meetings during the project. This task includes agenda preparation, meeting attendance, follow-up, and a summary of outcomes from each meeting. Conduct three open house public information meetings. This work includes meeting attendance, preparation of meeting materials including sign-in sheets, handouts and displays, prepare open house summary, documenting materials presented, attendance and comments received. Coordinate with State s Public Affairs regarding public information meeting notifications. Deliverable: Document that explains how the strategies will be implemented and managed. PMT and TAC meeting agendas and summaries. Conflict resolution meeting summaries. Public information meeting summaries. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a Page 12 of 66

pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3.7.1 Outreach Meetings Coordinate meeting times and locations and best way to invite residents, apartment owners and businesses along the I-494 Bloomington strip. Develop material for meetings (assumes English and Spanish versions). Develop a plan for meetings to include: purpose, goals, and messages. Implement and attend outreach meetings. 6.3.7.2 Noise Mitigation Meetings Develop schedule including locations for two Noise Wall EA meetings. Develop invite list. Noise Wall presentation to be used at meetings. Develop Noise Wall invite EA look and language. Print and mail invites. Develop material/handouts for meeting. Implement and attend Noise Wall EA meetings (one Contractor staff member to attend meetings). 6.3.7.3 Staff Advisory Committee Meetings Coordinate at least nine meeting times and locations and agendas. Implement and attend staff advisory meetings. AC meetings should be completed within six months from notice to proceed. 6.3.7.4 12 th, Portland and Nicollet Avenue Access Consolidation Design Workshops Coordinate meeting logistics, times, and locations. Determine invite list. Develop all materials to be used at the workshops (presentations, handouts, worksheets). Print and mail contact invitees. Implement and attend design workshops (assumes three workshops in total, first being the local agencies i.e. Cities and Counties only, the second being the initial public workshop, and the third being the follow up public workshop). Assumes an engineer and facilitator at each table (assumes at least five tables and that the Contractor will provide staff to accompany the tables). Prepare a Record of Meeting for each meeting. 6.3.7.5 Elected Officials Meeting Determine best way to inform elected officials (assumes State will perform all elected officials meetings and coordination). Assist in developing material/handouts for elected officials meetings. Attend event (assumes 2 meetings, one Contractor staff). 6.3.7.6 EA Public Open House Determine alternative methods of outreach. Coordinate at least two meeting times and locations and agendas. Develop material for meetings. Implement and attend EA public meetings. 6.3.7.7 Electronic Communications Develop list and schedule of project documents that need to be posted to the project web site or distributed by other electronic means. Develop information for the web site - in plain language and ADA compliant. Develop an ongoing list of potential info that should be on the web site. 6.3.7.8 Business Meetings (assumes State will conduct these meetings) Develop list of business associations. Contact Chambers of Commerce for outreach alternatives (by State). Develop material for meetings. 6.3.7.9 The Project Scope Video Creative brief/scope. Determine timing of finished product. Video production. Page 13 of 66

6.3.7.10 Project Management Team Meetings (1 per month). Prepare for and attend public involvement scoping meetings. General Management and Coordination of development and implementation of public involvement activities. Quality control and Document Control. Assist with Preparation of Talking Points and Frequently Asked Questions. 6.3.8 Resolution, Review, and Regeneration Each identified conflict will be tracked until final resolution. Issues where potential conflict never materializes will be monitored until project completion. Conflicts will be reviewed; those that are resolved but could regenerate as other stakeholders and issues emerge then return to steps 2-7. Deliverable: Document that tracks status of each conflict until final resolution. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 6.3.9 Post-Project Analysis Best practices and lessons learned to benefit Project Managers (PMs) in similar situations and improve CSP will be established. Deliverable: Document explaining best practices and lessons learned from the CSP process on this project. extension). May use Microsoft Excel 2010 (xlsx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: To follow the CSP process. Standard: State CSP Guidance, October 2013 State Review: To be determined by CSP process. Contractor Update: to be determined by CSP process. 7 Environmental Documentation Prepare a Federal EA/Minnesota Environmental Assessment Worksheet (EAW), and Findings of Fact and Conclusions (FOFC) that meets the project letting schedule. The deliverable for this item includes: Must use the latest version of the EAW located on the Environmental Quality Board s website at: http://www.eqb.state.mn.us/envrevguidancedocuments.htm Additional EA Federal issues not covered by the EAW form must be addressed in the document. The FHWA s guidebook or HPDP must be used as guidance to ensure that the NEPA laws have been fulfilled in the EA/EAW. Refer to the following web sites: http://environment.fhwa.dot.gov/guidebook/index.asp, http://www.dot.state.mn.us/planning/hpdp/ Address and answer the EAW questions 1-20, additional EA federal issues, and State policy items with supporting data to sufficiently determine whether the project will cause an environmental effect. Additional Federal issues/state policy items that must be included, but may not be limited to, include the following: Purpose and Need Alternatives Analysis/Logical Termini Page 14 of 66

Cost Benefit Analysis: This requirement is State policy Impacts not covered in EAW, or may have a different federal standard: o Floodplain Assessment o Section 4(f) o Traffic o Noise o Air o Environmental Justice o Bicycle and Pedestrian Issues o Social Impacts o Economic Impacts o Relocation Impacts Public and Agency Involvement o Deliverable: EA, EAW, and FOFC. See task below for specific deliverables. o Format: All files submitted electronically. Report written in Microsoft Word 2013 document (docx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. o Due: To be determined upon completion of the schedule. o Standard: All requirements listed on the State s HPDP website: http://www.dot.state.mn.us/planning/hpdp/. Must use the latest version of the EAW located on the Environmental Quality Board s website at: http://www.eqb.state.mn.us/envrevguidancedocuments.htm. The FHWA s guidebook or State s HPDP must be used as guidance to ensure that the NEPA laws have been fulfilled in the EA/EAW. Refer to the following web sites: http://environment.fhwa.dot.gov/guidebook/index.asp, and http://www.dot.state.mn.us/planning/hpdp/, Guidance for Preparing And Processing Environmental and Section 4(f) Documents, FHWA 6640.8A. Key tasks that are required as part of the EA, EAW, and FOFC are described below. All subtasks must be represented in the separate detailed cost breakdown. 7.1 Early Notification Memo Assumptions: State s Metro District will circulate the completed Early Notification Memo to State functional groups, MnDNR, and FHWA. Prepare and process the Early Notification Memo following all requirements listed on the State s HPDP website. Deliverable: Early Notification Memo with hardcopies and electronic copies distributed according to the HPDP process. Format: Report written in Microsoft Word 2013 document (docx extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: Within two weeks of Notice to Proceed. Standard: Must use the latest version of the MN EAW located on the Environmental Quality Board s website at: http://www.eqb.state.mn.us/envrevguidancedocuments.htm. The FHWA s guidebook or State s HPDP must be used as guidance to ensure that the NEPA laws have been fulfilled in the EA/EAW. Refer to the following web sites: http://environment.fhwa.dot.gov/guidebook/index.asp, and http://www.dot.state.mn.us/planning/hpdp/, Guidance for Preparing And Processing Environmental and Section 4(f) Documents, FHWA 6640.8A. State and FHWA Review: Arrange a meeting within two weeks of submitting to State with both State and FHWA staff in attendance. Contractor Update: The outcome of the meeting will determine the amount of work needed to complete the Final Purpose and Need Statement. Page 15 of 66

7.2 Purpose and Need Statement The purpose and need statement is a critical part of the EA and this contract. State and the FHWA will carefully scrutinize this language. Many of the tasks listed in this scope will be used to inform and develop the purpose and need statement. The discussion on purpose and need must have a starting point. State offers the following two examples as this starting point in the purpose and need discussion: 1) Need: The I-494 stretch in Bloomington is identified as one of the highly congested highways with a high crash rate in the state. The state has commissioned various reports to propose safety and congestion relief strategies on this corridor. In addition, the pavement on this corridor is identified in the state s preservation program is needed rehabilitation by 2027. Furth more, some of the bridges in the corridor have also been identified as needing to be reconstructed because they will reach their useful life by year 2037 i.e. The 12 th & Portland Avenue bridges need to be reconstructed between 2027-2037. The Nicollet Avenue bridge needs to be reconstructed between 2022-2027 timeframe. Purpose: The primary purpose of this project is to provide a long-term, sustainable option for all highway users (transit and non-transit) that: Addresses deficient bridge and pavement conditions Increases mobility, Improves travel time reliability, Maintains or improves transit advantages on I-494 between roughly TH 5 and TH 169 in the City of Bloomington, Richfield, Eden Prairie and the Minneapolis- St. Paul Airport. Use State and regional transportation plan policies and strategies, including goals and objectives to better use existing and future infrastructure investments, will help guide project development. 2) Need: The primary reason for initiating the proposed project is to implement a low cost/high benefit, or high return on investment, strategy for providing commuters with a more reliable congestion-free option during recurring weekday congestion, and increases transit use, car, vanpooling and people throughput on the highway during peak AM and PM periods. The State in conjunction with FHWA and local partners has commissioned planning studies on congestion relief in this corridor, the most recent being the I-494/TH 62 Congestion relief study. Recommendations from these studies have directed the implementation of MnPASS as the solution strategy. Therefore, as mentioned previously in the background section, this project will be getting the section of highway ready for MnPASS. The alternatives to be evaluated in the EA s more detailed quantitative analysis include: No Build Build Alternative Scope of work with an estimated budget of $150M - $200M that includes the necessary bridge preservation work of the 12 th /Portland/Nicollet Avenue bridges, access consolidation and the construction of phases of the I-494/I-35W Interchange Vision Layout. Pursuant to FHWA s Priced Managed Lane Guide (2012), MnPASS is a type of Priced Managed Lane known as a High Occupancy Toll Lane. The specific definition of which is: High-Occupancy Toll (HOT) lanes use price, occupancy and access restrictions to manage the number of vehicles traveling on them, thereby maintaining free-flow traffic conditions, even during peak travel periods. Typically, qualifying High-Occupancy Vehicles (HOVs) may use these limited access highway lanes for free or at a reduced cost. Motorists in vehicles that do not meet passenger occupancy requirements may choose between the general-purpose lanes or paying for premium conditions in the HOT lanes. Page 16 of 66

For more information on definitions see Chapter 1 of FHWA s Priced Managed Lane Guide entitled Purpose & Need for Managed Lanes, particularly pages 1.1 thru 1.4 http://www.ops.fhwa.dot.gov/publications/fhwahop13007/index.htm. 7.2.1 Draft Purpose and Need Statement The draft project Purpose and Need section will need to be reviewed by FHWA and State as part of the EA/EAW schedule. The outcome of this review will set the scope of work required to complete the Final Purpose and Need Statement. The completion of this task and the meeting between FHWA and State must occur early in the project to determine how much work will be needed to complete both the alternatives analysis and the final purpose and need statement. The Project Need statement will identify transportation problems along the project corridor. The Project Purpose statement will summarize the project objectives and goals for addressing some or all of the project needs, and will summarize regional transportation plans regarding the project corridor. At a minimum, but not limited to, the following items need to be incorporated into the Purpose and Need as necessary with particular attention to any additional issues noted by FHWA: Coordination with other separate projects occurring within this projects limits scheduled in relative close proximity to this project Analysis defining logical termini Traffic operations outlining current traffic problems Describe current geometric deficiencies Safety Analysis/Crash Analysis Pedestrian connectivity and surrounding land uses Project Need Statement will summarize and explain transportation needs based on: o Metropolitan Freeway System 2012 Congestion Report (or latest available Report) o The State MnSHIP and/or the Metro District 20 Year Plan. o The I-494/I-35W Interchange Vision Layout Report o The I-494/TH 62 Congestion Relief Study. o The TH 77 Managed Lane Study Project Purpose Statement will summarize regional transportation plans for this corridor, and explain the project objectives and goals. o Regional transportation plans are listed below: Metropolitan Council s 2030 Transportation Policy Plan, Chapter 4 1 State Metro District s 2008-2030 Transportation System Plan 2 o The project objectives and goals are listed below: Addressing growing travel demand, to the extent possible, without taking private property Improving multi-modal options, including enhancing congestion free transit opportunities that provide reliable travel times Improve mobility Better utilize existing infrastructure investments Preserve or enhance advantages for transit Preserve or enhance corridor safety Stay within existing right of way Improve air quality Meet the needs of the 20-year travel demand forecast 1 2030 Transportation Policy Plan, Chapter 4, Metropolitan Council is available at: http://www.metrocouncil.org/planning/transportation/tpp/2004/tpp04chapter4_final.pdf 2 2008-2030 Transportation System Plan, MnDOT Metro District is available at: http://www.dot.state.mn.us/metro/tsp/pdfs/final_2008_2030_tsp.pdf Page 17 of 66

Deliverable: One electronic Draft Purpose and Need Statement extension). Complete package in Adobe Acrobat (pdf extension) and pdf should be created by using Adobe Acrobat to convert the source file to a pdf whenever possible with the use of scanned pages minimized if not eliminate with the exception of actual signature pages. Due: Within 2 weeks of Notice to Proceed. Standard: Must use l version of the MN EAW located on the Environmental Quality Board s website at: http://www.eqb.state.mn.us/envrevguidancedocuments.htm. The FHWA s guidebook or State s HPDP must be used as guidance to ensure that the NEPA laws have been fulfilled in the EA/EAW. Refer to the following web sites: http://environment.fhwa.dot.gov/guidebook/index.asp, and http://www.dot.state.mn.us/planning/hpdp/, Guidance for Preparing And Processing Environmental and Section 4(f) Documents, FHWA 6640.8A. State and FHWA Review: Arrange a meeting within 2 weeks of submitting to State with both State and FHWA staff in attendance. Contractor Update: The outcome of the meeting will determine the amount of work needed to complete the Final Purpose and Need Statement. 7.2.2 Final Purpose and Need Statement The Final Purpose and Need Statement will be completed at the conclusion of the Logical Termini and Alternatives Evaluation processes. The results of that process and the preferred alternative selected from it will be used to write a more precise and detailed final purpose and need statement. The Project Need statement will identify transportation problems along the project corridor. The Project Purpose statement will summarize the project objectives and goals for addressing some or all of the project needs. The Project Purpose will summarize regional transportation plans regarding the project corridor. The draft project Purpose and Need section will need to be reviewed and accepted by FHWA and State as part of the EA/EAW schedule. At a minimum, but not limited to, the following items need to be incorporated into the Purpose and Need as necessary with particular attention to any additional issues noted by FHWA: Coordination with other separate projects occurring within this projects limits scheduled in relative close proximity to this project Analysis defining logical termini Traffic operations outlining current traffic problems Describe current geometric deficiencies Safety Analysis/Crash Analysis Pedestrian connectivity and surrounding land uses Project Need Statement will summarize and explain transportation needs based on: o Metropolitan Freeway System 2012 Congestion Report (or latest available Report) o The I-494/I-35W Interchange Vision Layout Report o The I-494/TH 62 Congestion Relief Study. o TH 77 Managed Lane Study. o The State MnSHIP and/or the Metro District 20 Year Plan. Project Purpose Statement will summarize regional transportation plans for this corridor, and explain the project objectives and goals. o Regional transportation plans are listed below: Metropolitan Council s 2030 Transportation Policy Plan, Chapter 4 3 3 2030 Transportation Policy Plan, Chapter 4, Metropolitan Council is available at: Page 18 of 66