Nossaman LLP

Linda N. Cunningham

Partner

T 512.651.0662
F 512.651.0670
919 Congress Avenue, Suite 1050
Austin, TX 78701

With the Firm more than 25 years, Linda Cunningham focuses on advising public entities in the structuring, development, finance and operation of large transportation infrastructure projects.  She is experienced in developing procurement documents, identifying and allocating risks, and negotiating and drafting public-private partnership (PPP) and design-build contract documents.  Her practice also includes contract administration, claims management and dispute resolution.

In addition, she represents business clients, local governmental agencies and water agencies in connection with environmental due diligence, compliance issues and cleanups, settlements, and water treatment and distribution projects.

Ms. Cunningham is past-president of the Los Angeles Chapter of the International Right of Way Association.  She is a member of the Women's Transportation Seminar.

She speaks to industry and professional organizations on the use of PPP projects to finance and deliver high-priority transportation projects.  She also publishes on this subject and contributes to the Firm's Infra Insight blog.

Representative Work

  • Texas Department of Transportation – IH 35E Managed Lanes.  Key member of the legal team representing TxDOT on this project.  The IH 35E Managed Lanes Project is the first phase in a $4.8 billion multi-phase program to relieve traffic congestion along an existing 28-mile corridor of IH 35E in Dallas and Denton Counties.   Nossaman was outside key outside legal advisor on the procurement of the $845 million design-build contract, which includes the design and construction of tolled managed lanes, general purpose lanes, collector-distributor roads, and bridges.  The scope of the capital maintenance agreement includes the optional (up to three five-year terms) long-term maintenance of the project's managed lanes component.  The project was awarded to a short-listed joint venture developer in late 2012 and reached commercial close in early 2013.  Construction is scheduled for completion in mid-2017.  Ms. Cunningham advises TxDOT on ongoing contract administration issues.
  • Texas Department of Transportation – North Tarrant Express.  Member of the Nossaman team advising on this project.  With the population of Tarrant County steadily increasing, the Texas Department of Transportation created the North Tarrant Express Project to improve traffic by adding new lanes and tolled capacity to a number of local highways.  Nossaman serves as lead outside legal advisor on the procurement of a $5.1 billion PPP to design, build, finance and operate managed lanes and upgrade existing facilities along a 36-mile corridor in Dallas and Tarrant counties.  The project will improve mobility by almost doubling the existing road capacity with a combination of general purpose lanes and continuous frontage roads, along with managed toll lanes that will use dynamic pricing to keep traffic moving at 50 mph.

    The first 13-mile, $2.05 billion segment along I-820 and SH 121/183 was developed through a 52-year toll concession agreement.  The project's precedent-setting features include a letter of credit to secure performance from the design-builder and to protect the lenders and subcontractors as well as federal tolling authorization under the U.S. DOT's Express Lanes Demonstration Program.   This project was named 2010 "Co-Project of the Year" by the ARTBA and 2009 "Global Transport Deal of the Year" by Infrastructure Journal.  It is scheduled for completion in 2014, six months ahead of schedule.  Construction was financed using $573 million TxDOT/public funds; $426 million developer equity; $400 million private activity bonds; and a $650 million federal TIFIA loan.

    Subsequent segments involving additional improvements along I-35W, I-820 and SH 183 in north Fort Worth have been implemented through a separate toll concession with the same developer.  The ten-mile segments 3A and3B project along I-35 reached financial close in 2013.  Private funding for the $1.6 billion 3A and 3B project included $440 million in developer equity, $270 million of private activity bonds and a $531 million subordinated TIFIA loan.  Construction is underway and completion is planned for 2018.  For all of these segments, Ms. Cunningham advises TxDOT on ongoing contract administration issues.

  • Texas Department of Transportation – LBJ Express (I-635).   Member of the Nossaman team serving as special counsel to TxDOT on this project.  The LBJ Expressway (I-635) is one of the largest "greenfield" PPP highway projects in U.S. history.  Brian was key outside legal advisor in connection with the procurement and financing of a PPP toll concession to design, build, finance and operate this $2.8 billion, 17-mile express lanes project in the Dallas/Fort Worth area.  LBJ Express features a combination of four main lanes and two to three continuous frontage roads in each direction, along with three managed toll lanes in each direction that will use dynamic pricing to keep traffic moving at 50 mph.  The project's precedent-setting features include a letter of credit from the design-builder to secure performance and to protect the lenders, as well as federal tolling authorization under the federal Express Lanes Demonstration Program.   Financing includes $490 million in TxDOT/public funds, $664 million in equity, an $850 million federal TIFIA loan and $615 million in private activity bonds.  Operations and maintenance costs over the life of the concession agreement bring the deal total to nearly $4 billion.  The project reached financial close in 2010.  The first lanes opened in late 2013 and the entire project is scheduled for completion by 2016.

    LBJ Express was named by ARTBA as the 2010 Co-Project of the Year.  Ms. Cunningham continues to assist TxDOT with contract administration on this project.

  • Texas Department of Transportation – DFW Connector.  Lead attorney of the Nossaman team advising TxDOT on this $1.1 billion design-build project in the Dallas/Fort Worth area.  The project received $260 million in ARRA funds; it is the largest ARRA-funded project in the country.  The initial phase of the project spans 8.4 miles in Grapevine, Southlake and Irving.  It doubles the size of the existing highway system around the north entrance to DFW Airport.  The project features a combination of new main, frontage road and managed lanes, which will have dynamic pricing to keep traffic moving at 50 mph.  At its widest point on SH-114, the DFW Connector now has up to 24 lanes, including 14 main lanes, four toll-managed lanes and six frontage-road lanes.  This project reached substantial completion in 2013.  TxDOT exercised the first of three five-year maintenance contracts with the developer for a maximum of 15 years.  TxDOT recently funded improvements for FM 2499 at an estimated cost of $90 million.

    Nossaman advised TxDOT on procurement issues and strategies, preparation of procurement and contract documents, facilitation of the procurement and evaluations, and negotiation of final contract documents.  Ms. Cunningham advises TxDOT on ongoing contract administration issues, including negotiation of a change order for the additional work on FM 2499.

  • Texas Department of Transportation – Central Texas Turnpike Project (SH-130).  Member of the Nossaman team advising TxDOT on this project.  After passage of the North American Free Trade Agreement and the increase in truck traffic into and out of Mexico, traffic on I-35 between San Antonio and Austin became even more congested.  The $3.6 billion Central Texas Turnpike Project was created to create three contiguous toll highways serving the Austin Metro region and the Austin-San Antonio corridor.  The largest part of this project was the construction of SH 130 (also called the Pickle Parkway) to provide a tolled alternative roughly paralleling I-35.  Today, this 90-mile roadway is in operation, boasting the nation's highest speed limits.

    Most recently, Ms. Cunningham was a member of the Nossaman team advising TxDOT on the negotiation of a $1.36 billion public-private partnership to design, build and operate segments 5 & 6 of SH-130 – the first toll concession agreement in Texas history.  The 50-year agreement included $683 million in commercial debt, $197 million of private equity, a $430 million TIFIA loan, and smaller contingency facilities.  The segment opened to traffic in 2012.  She continues to assist with the administration of the concession agreement.

    This CTTP project was named the 2008 "Transportation Deal of the Year" by Project Finance Magazine.  In 2011, it was awarded the Federal Highway Administration's "Excellence in Utility Relocation and Accommodation Award" in the incentives category.

    The Nossaman team also advised TxDOT with segments 1-4 of SH 130, which opened to traffic between 2006 and 2008. The project included an innovative $1.3 billion design-build agreement and a 15-year maintenance agreement.  It was awarded an $800 million TIFIA loan in 2002.  This portion of the tolled turnpike is maintained and operated by TxDOT.

  • Orange County Transportation Corridor Agencies – Orange County Public Toll Roads.  Member of the legal team advising this agency on all aspects of planning, developing and operating its toll road system since 1988.  The TCAs are two authorities (the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency) formed by the California legislature in 1986 to plan, finance, construct and operate Orange County's public toll road system.  The system was primarily financed with proceeds from toll revenue bonds, reducing the need for taxpayer investment in roadway development.  Nossaman advised on all of TCA's contracts, including more than $2 billion of design-build contracts and operation and maintenance contracts for toll roads, facilities and systems.  In a recent assignment, the Firm acted as lead contracts counsel for a set of contracts to convert TCA's 51-mile network of toll roads to all-electronic tolling.  This conversion went live in early 2014.
  • Alameda Corridor Transportation Authority – Mid-Corridor Trench.  Member of the legal team assisting ACTA with this project.  The Alameda Corridor is a 20-mile freight rail expressway that links the national rail system near downtown Los Angeles to the ports of Los Angeles and Long Beach.  The project included a series of bridges, underpasses and overpasses that separate freight trains from street traffic and passenger trains.  The Nossaman team worked on the critical middle portion of this project, creating an innovative $780 million design-build contract.  The Firm oversaw procurement strategy, contract documents, right-of-way acquisitions, utility agreements and federal funding compliance.  Ms. Cunningham was particularly involved with the drafting and negotiation of relocation agreements with utility owners and advising ACTA in connection with related matters including easements, licenses, leases and the impact of franchise law.  The line opened in 2002, on time and under budget.  It won more than a dozen industry awards.
  • Los Angeles Metropolitan Transportation Authority – Joint Development Program.  Outside counsel to MTA on several transactions in its joint development program, including the development of telecommunications facilities and mixed-use redevelopment projects located in downtown Los Angeles.  Responsibilities included negotiation and drafting of fiber optics installation and easement agreements, and negotiation of redevelopment project modifications.
  • Main San Gabriel Basin Watermaster.  Represented the Watermaster in negotiating and drafting of project documents for an innovative public/private $300 million water supply and groundwater remediation project in the San Gabriel Valley.
  • MGM Grand-Bally's Monorail LLC – Las Vegas Monorail.  Member of the team advising the joint venture on this project.  The four-mile Las Vegas Monorail facilitates travel up and down the Las Vegas strip.  The Firm assisted with management of this $650 million light-rail project during the contract negotiations phase;  prepared and negotiated the design-build-equip contract, right-of-way acquisition and other third-party agreements;  and provided claims management and avoidance assistance once construction began.  The Firm also assisted with project finance and with legislative and regulatory authorizations.
Bio Photo
Bio Photo

Practices

Education

J.D., University of California, Hastings College of the Law, 1986

B.A., University of Nevada, Reno, 1980

Admissions

California

Texas

Professional Affiliations

International Right of Way Association, Past President of Los Angeles Chapter

Women's Transportation Seminar

American Bar Association

Texas Bar Association

California State Bar Association

     
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