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Highway Building

I-15 underway

Starting in 1990, Utah began to change in a significant, unrelenting way. Census and demographic data showed the state had 1.8 million people at the start of the decade, with a growth trajectory pointing straight up. 

One would think that a surge in population could be accommodated in a state with a landmass as large and expansive as ours. However, 88 percent of the population of Utah is concentrated within the four counties of the Wasatch Front: Salt Lake, Utah, Davis, and Weber counties—making Utah much more of an urban state than generally assumed. When the state’s southern and northern population centers are added into the equation—Washington County (St. George) and Cache County (Logan)—the urbanization factor is even more pronounced. The story is the same today with nearly twice the population. 

“Quality Jobs, Quality Education, and Quality of Life.”

At the time I was running for office, it was apparent that Utahns were beginning to feel the impact of accelerating growth and were a bit alarmed. As I listened to people during the campaign, I heard concerns about the need for better jobs in the state. Parents worried about the opportunities their children would have and whether they could stay in Utah as they entered the workforce. Many had made economic sacrifices to enjoy living in a less urban setting, but Utah’s natural inclination toward larger families was feeding the population boom and made job creation essential. Education was an integral part of the concern. To land a good job, one needs a quality education. Utahns understood and placed a high value on both. Add in concerns about crime, recreation, open space, traffic, and so on, and the individual pieces formed a composite picture. The real fear being conveyed was over quality of life.

These thoughts were so deeply inculcated into the feelings of Utah people by late 1991, I sensed the 1992 governor’s race would likely turn on which candidate could best optimize the economic growth and quality-of-life equation. So, after months spent sizing up the race, I established my campaign’s theme and core message with the phrase: “Quality jobs, Quality Education, and Quality of Life.”


1-2. Announcing Legacy Parkway in Davis County

3. One of many ceremonies marking the completion of new highway structures on I-15.

4. Clint Topham, deputy director of UDOT, placing a time capsule in a structure on 1-15 during reconstruction. 


There was symmetry in aligning these three topics. My policy rationale was that the three constitute a three-legged stool. All three are required. Quality jobs are dependent on well-educated workers. Quality of life is required to attract the kind of high-paying jobs that energize a strong economy. I knew achieving all three would be challenging, but that is exactly what I committed to do as governor. 

This chapter recounts my aggressive pursuit of the third leg of the stool, quality of life. I count our successes as one of my eight significant legacy achievements. 

I acknowledge that preserving quality of life involves an infinite number of subjects and varies according to the priorities and definition of what matters. Our administration undertook efforts to deal with the availability of water, housing, open space, clean air, trails, fishing, hunting and recreation, in addition to a decade-long fight to keep high-level nuclear waste from being deposited in Utah. All of these are critical to quality of life in a state. However, this chapter will focus mostly on our efforts to improve the state’s transportation infrastructure. This was a pressing, urgent issue and required a large-scale response that illustrates well the lessons worth passing on to future leaders. 

Did I know when we started exactly how to get it done? Clearly, we did not. This is a story about a discovery process driven by powerful imperatives that required serious economic and political risk-taking. The process compelled innovation that not only allowed us to rebuild our state’s highways but pioneered design-build construction, a new way of building highways that is now used across the world. We took a huge chance and succeeded. 

A Problem That Couldn’t Wait 

During the first two years of my governorship, I focused on problems other than roads. However, growth-related issues were becoming more prominent by the day. The state had experienced three successive years of population growth exceeding 2.5 percent, and worry was widespread. Freeway traffic stood out as the most obvious and tangible symbol of the problem. 

Traffic throughout Utah’s largest metropolitan area, Salt Lake County, had become the most profound issue. Every day, the traffic congestion commuters faced rivaled California’s worst. Utahns had outgrown a system built thirty years earlier, which was now antiquated in terms of size, design, safety, and efficiency. For example, two major interstates—Interstate 15 (I-15) and Interstate 80 (I-80)—converged in Salt Lake City but used the same three lanes for several miles through the city center before diverging. The totality of these factors made traffic during peak periods untenable and a daily reminder of Utah’s growth challenges. 

In addition to being irritating, the roads were in terrible condition and in many cases presented genuine safety issues. I spent significant time visiting highway bridges, seeing corrosion, rust, and other evident structural weaknesses. In the most dramatic visual manifestations, concrete was falling from the bottom of some of the bridge decks, and UDOT had secured them with scaffolding and plywood. Engineers were genuinely worried. 

The prospect of having the world visit Utah and experiencing the congestion was unacceptable.”

On June 16, 1995, Utah was awarded the right to host the Winter Olympics in 2002, less than seven years away. The prospect of having the world visit Utah and experiencing the congestion was unacceptable. I knew I needed to lead out on the issue and that I-15 would be the prime objective. Our responsibility to host the world provided not only an exigent need to act, but a means of rallying the community. Up to that point, the legislature had been reluctant to move boldly on highway reconstruction. 

In mid-July I asked the most senior members of the governor’s staff to accompany me on a lunchtime walk. I liked these outings because it seemed like our thinking was better as we moved. Charlie Johnson, Vicki Varela, LaVarr Webb, and Lynne Ward joined me as we walked through Memory Grove and into City Creek Canyon. As we walked, I related my feelings that we had to move forward. I suggested it would be tactically important to build a foundation with the public so that I-15 was viewed as both Olympics preparation and preserving quality of life. I told them of an idea I had to call a Governor’s Growth Summit statewide. 

We spent the rest of the walk discussing a checklist of things we needed to do before initiating action. Upon return I asked Alayne Peterson to arrange a meeting with Tom Warne, the executive director of the Utah Department of Transportation (UDOT). I knew UDOT had long been working on a plan, specifically for renovation of nearly seventeen miles of Interstate-15 from the Point of the Mountain on the south end of Salt Lake County to the Davis County line in the north. This was considered the most critical need in the state. 

Within a few days I met with Tom Warne and his team. They briefed me on the project, beginning with the history of its initial construction. They actually did not have to tell me about that; I had lived through it in my own way. The interstate was built in the 1960s. As a boy, I routinely drove from Cedar City to Salt Lake City with my parents. I have clear memories of entering the Salt Lake Valley and following State Street—then known as Highway 91—into the city. The State Capitol was the endpoint of the road. At first, it was a tiny lighted dot on the horizon, but as one drove through Sandy, Murray, South Salt Lake, and finally Salt Lake City, the Capitol building came into sharp focus. 

Once the freeway system was built through Salt Lake, the trip became thirty minutes shorter, and our family celebrated the completion of each new improvement. Section by section, convenience and speed became a reality. 

Tom Warne and his colleagues told me they recommended we focus first on that seventeen mile stretch in Salt Lake County. However, they emphasized the complexity of such a project, which would include the replacement of 142 overpasses, eight urban interchanges and three interstate freeway junctions. 

They described the project as being divided into twenty separate contracts. Each contract would be bid on separately. Some could be worked on at the same time, but most would have to be done separately if traffic was to be kept flowing through the Salt Lake Valley. Their bottom line: the entire project would take ten years and come at a cost of $5 billion. It was a sobering meeting. 

An Unconventional Way Forward 

A few days later, I asked Tom Warne to come by himself to my office for what turned out to be a very quick meeting. After some small talk, I said “Tom, the plan you and your team presented to rebuild I-15 will not work. It’s 1995, add ten years and it’s 2005. In 2002 I have the world coming here for what may be the most important branding moment in the state’s history. I cannot have the roads torn up. The project needs to be finished by 2002. That gives you seven years. I need a new plan.” 

The new timeline is four-and-a-half years.”

Warne said he understood. “I have some ideas. Give me a couple of weeks,” he replied. 

Years later, at a transportation conference in 2021, Tom described what happened next: 

As it happened, our team was meeting at the Doubletree Hotel over here by the arena [Salt Palace Convention Center] and I went down to give them the news. I said, “All stop. Whatever you’re working on or talking about today, stop. The new timeline is four-and-a-half years.” 

There was a pretty serious silence in the room. Then I had another commitment, so I left. 

So, I’m walking out through the lobby and one of the leaders in the department who was in the room comes running out and said, “Tom, do you realize what you just said?” 

I said, “Yeah.” 

He said, “Well, you said four-and-a-half years.” I said, “Yeah.” And he says, “That’s impossible!” 

I said, “Well, that’s what we’re going to do. And ask the team to come up with a solution for building the project.” 

That process eventually led us to design-build and set us on a course that honestly none of us envisioned in June of 1995 when I came on board. It became our path forward to bring about a successful project.(1) 

Tom Warne and his team returned to my office a few weeks after our initial meeting in the summer of 1995. He opened the conversation by asking if I was familiar with design-build construction. 

I responded that I had heard the phrase but was not certain I fully understood the process. To explain it, Tom said I first needed to understand why a rebuild of I-15 under traditional current methods would take ten years. Over the next hour, Tom led me carefully through the existing method the Utah Department of Transportation—and every other state transportation department in the country—used to contract for work on highway projects. 

In essence, a project the size of the Salt Lake I-15 corridor would be divided into twenty manageable contracts that fit together like a puzzle. Manageable meant that each individual project, or puzzle piece, contained a logical portion of the amount eligible contractors had the competency and economic strength to build and UDOT had the resources to supervise. 

Once the overall project had been divided into pieces, UDOT engineers would start the job of designing and writing the specifications. Those specifications were developed in extreme detail describing thousands of specific steps. For example, if the job called for soil to be moved, concrete poured or asphalt laid, the specifications would describe the amounts and methods. Once a task was completed, a UDOT inspector would have to inspect to ensure it met the specifications. If it turned out that more soil had to be moved than anticipated, the contractor filed a change order, and a negotiation ensued, and sometimes those differences had to be litigated. 

Once a general contractor was awarded a contract, they entered a similar relationship with their subcontractors. This only added to the layers of complexity and administrative complication, raising the price and extending the time required. 

My background in construction surety bonds had exposed me to much of this. However, the conversation with Tom made it clear that the current system would take every day of the projected ten years, if not longer. Government contracts are famous for being overbudget. 

By the end of our meeting, Tom outlined a stunning new plan. “Governor, rather than do this in twenty contracts, we want to do the entire project under one contract,” he said, “and rather than use our current system, we want to do this project under design-build.” 

Under the design-build method, UDOT would not develop detailed specifications and plans. Rather, we would describe the outcome we wanted and authorize the building contractor to design both the freeway and the best way to achieve the desired outcome. 

“Has this ever been done before?”

“What if they cut corners to save money and use poor quality?” I asked. 

Tom replied, “Part of the contract is that the contractor must maintain the highway for fifteen years and post financial guarantees. If they cut corners, they will only be cheating themselves.” 

“How do we know they will get it done in time?” I pressed. 

“There will be penalties for underperformance. But, more importantly Governor, I want to create a bonus pool. If they perform on some key criteria—like staying on time and keeping traffic flowing—we want to reward them with bonus payments.” 

“If we do it this way, how long will it take?” 

Warne replied, “We believe we can finish the project in five years and at substantially less money.” 

Another pivotal question: “Has this ever been done before?” 

“Not in highway building. It’s a concept that’s relatively well-known in in the vertical world, but no one has ever done this in the transportation world,” Warne replied. “But I believe it can be done.” 

Indeed, it could be done, and we would be the first to try. 

Persuading the Public: The Growth Summit 

Over the next few weeks, my team and I analyzed this proposal from every angle. I read, researched, and talked to people. It made eminent sense to me. Rather than being in a distant, somewhat adversarial contractor-client relationship, the new approach aligned Utah and the contractor in a shared goal. 

Mike Leavitt answering questions during the Growth Summit. From left: Mel Brown, Lane Beattie, Vicki Varela, local official, County Commissioner, Frank Pignanelli

Tom Warne had answered my challenge to find a different way and I decided to embrace his solution. Tom and I became partners. He worked the technical details, and I managed the politics. 

Clearly, this would be the biggest economic and political risk I had ever taken. Any serious bobble would be blamed on this unconventional change to the design-build method. I knew that. However, in moments of doubt I had only to reflect on the other two alternatives—do nothing, or have the state torn up during the 2002 Winter Olympic Games. Neither was acceptable. Limited options in the face of necessity brings clarity. 

We had to persuade a skeptical legislature, but in time we did. They went through essentially the same process I did and faced the same conundrum. This was a critical step. Having legislative leadership on board was an absolute necessity. Not only would it be necessary to amend procurement laws, but there were powerful political forces trying to derail the decision. For example, Utah-based general contractors were apoplectic. This project constituted ten years of steady work for them. But no Utah contractor would be a qualified candidate to be the general contractor, and they knew this would be a multibillion-dollar contract. They could arrange bonding capacity when the project was divided into smaller, separate contracts, but not one giant one. We worked to assure them whoever the general contractor was, they would need every available construction resource in the state. With legislative leadership and the governor working together, the construction industry came to understand that this was the new reality. It did not assuage their disappointment and skepticism. 

As the fall of 1995 closed in, I turned to the most important task: persuading the public and the legislature that having I-15 torn up in Salt Lake County for five years, and paying more taxes, were warranted. 

Intuitively, I knew I had to harness the anxiety and interest people were currently feeling about growth. Likewise, I knew citizens would need to have enough information that a reasoned solution could overcome anger and frustration over torn up roads. Our approach had to include the full range of concerns about growth, not just highways. We had to deal with water, housing, trails, jobs, education, and safety. This was about the future of the state. We had to pose the question—what do you want Utah to be like twenty-five years from now? We had to ask that question in a unique way so that, in turn, we could ask them to sacrifice. 

I went to Lane Beattie, president of the Utah Senate, and Mel Brown, speaker of the House, and offered an idea based on a concept I had been intrigued with called “civic journalism,” which holds that the media has a unique role and responsibility to educate a citizenry. 

“What if,” I posited, “we asked the owners of the media to engage with us in a civic media project to jointly organize a Utah Growth Summit, which would be kicked off by a week of highly concentrated news coverage spelling out our challenges and our choices?” Lane and Mel agreed to join me, and with them came their leadership teams. I then approached Representative Frank Pignanelli and Senator Scott Howell, the Democrat minority leaders of their respective chambers. All agreed. 

I made appointments with the owners and managers of Utah’s primary media outlets—newspapers, radio, and the television stations, both educational and network-affiliated. I asked them to join in a collaborative, bipartisan civic journalism project by devoting their news coverage for one week to these issues. That included the television and radio stations interrupting their normal programming for two evenings to carry a live town hall where the issues of growth would be discussed. I committed that our approach would be nonpolitically inclusive. 

It was a bold, bordering on outlandish request, but they agreed, and on December 6–8, 1995, the Utah Growth Summit blocked out programing on commercial and educational media in the state. All the daily newspapers carried extensive features as well on the options we had. Summit events were held live from the auditorium at Cottonwood High School in suburban Salt Lake County. The discussions were civil, substantive, and ubiquitous. 

The Growth Summit had to do two things: Bring a shared problem to the community—Interstate 15—and then center that issue within the larger context of quality of life, not a stand-alone highway rebuilding project. 

The summit was a success. And with the public messaging starting to lock in, we were in a good position to start planning a novel procurement process and seeking the legislative changes we needed to do that. 

Transparency and goodwill created from the Growth Summit was carried forward in ensuing years with the help of some terrific partners. Early in 1997, a nonprofit group of community, business, and government leaders created a collaborative planning organization called Envision Utah to engage with the public on Utah’s future and quality of life. Its founding president and chief executive officer was Robert Grow, president and chief operating officer at Geneva Steel. I partnered with them to continue the planning discussion. Envision Utah sponsored community meetings and created alternative visions, and then asked people to vote. It was very effective.(2)

Growth Takes Center Stage 

There could not have been a better environment to propose the biggest financial undertaking in the state’s history. Our state was on a roll of successes, and I wanted to use the momentum to lock in our growth decisions. 

Not only were we experiencing a strong economy, but the year 1996 was our state’s centennial year, and we were knocking on the door of a new millennium as the year 2000 approached. 

On January 15, 1996, I once again had a unique moment to make the case for preserving Utah’s quality of life to a statewide television audience. My 1996 State of the State speech opened by setting the scene: 

Utah sizzles with energy! More jobs, better jobs, better quality of life. What a way to begin a new century! 

We lead the nation in job creation and personal income growth. Kiplinger, Forbes and others call us the nation’s best. But it is more than just good economic news. We are the best managed state in America, one of the best states to raise children, the most livable state. We are the nation’s second healthiest state. It is hard to imagine a more prosperous time in Utah. Utah is, more than ever before . . . the place. 

1995 will be remembered for community triumphs. Saving Hill Field, winning the competition for Micron, and who can forget the Olympics announcement . . . people hugging co-workers and family members, dancing in the streets, horns honking. And now the Centennial. 

Yes, it was a remarkable first century, but one second after 9:14 a.m. on Jan. 4th, our second hundred years began . . . at a pivotal point in history. Think of this . . . over the next four years we will prepare for a new decade, a new century and a new millennium. This only happens once every one thousand years. What’s more, it is a time when events are converging to usher in a whole new era in history as the industrial age gives way to the knowledge age. We face changes and challenges of staggering proportions. But in the tradition of those who have served before us, we will build on challenge and turn change to opportunity. Not by our declarations, but by our actions, not later but now. 

I linked back to the Growth Summit held just thirty-nine days earlier to reemphasize highway rebuilding—this time framing it more expansively as a statewide renovation plan. I had to overcome the perception that the proposal was not just about I-15 in Salt Lake City. Such a proposal would not succeed in a legislature dominated by Republicans elected from other regions of the state. So, when I prepared my budget a month earlier in December, I bundled the I-15 project into a ten-year, $3.4 billion Centennial Highway Fund, which would take on forty-one projects in every area of the state. I used the State of the State occasion to remind citizens and their legislators that there would be benefit statewide. 

It is clear that managing the challenges of growth will dominate the first decade of our second century. Our Growth Summit marked the beginning of a 30-year challenge to preserve and enhance our quality of life. 

First priority—better roads. A historic $3.5 billion plan to build roads. Most of the funding will come from the Centennial Highway Endowment, where every dollar will be used to relieve congestion statewide. I have proposed a 10-year funding plan, with the first phase included in this year’s budget. We have the money; we have the responsibility. 

We need better roads. Not next year. Not next term. Not next generation. NOW. 

To ensure our efforts were seen broadly, I continued to pound home other growth-related issues. 

And we’re going to need water. The Growth Summit agenda promotes conservation, fixes dams and funds development. On the Colorado River, a broad consensus developed to begin pursuing opportunities that allow us to maintain ownership but gain the value for its use so we can invest those dollars in other water development projects. When I was 11 years old, it was my job to walk the irrigation ditch to make certain nobody was using our water. I realize now that I’m governor it’s the same job, just a much bigger ditch. No generation can say they have met their stewardship without providing water for the next generation. 

No topic evoked more passion at the Growth Summit than the discussion of preserving open spaces. Little was agreed upon, but we did accomplish something enormously important — we opened the debate. This is a new subject for this state, but as we see open fields and farms transformed into subdivisions and convenience stores, it is clear we must become a generation of planners. That debate will continue during this session. 

As the legislative session proceeded, it became increasingly clear the legislature had bought into this project. In March, I signed into law a new statute allowing UDOT to accept “best value” bids and other changes to facilitate design-build procurement, along with a law creating my proposed Centennial Highway Fund. The budget also deposited $110 million of general fund appropriations to jumpstart the process. I knew the big funding challenges would be faced in the 1997 legislative session as well as subsequent sessions—but we were rolling. 

Ready to Build 

During 1996 we reached three significant milestones. First, we completed the Environmental Impact Assessment (EIA) for I-15 renovation; next we issued the Request for Proposal (RFP); and then came initiation of the bid process. Every step was legally and politically complicated. I was particularly worried about the EIA. If the federal government or opponents of the project wanted to disrupt our progress, messing with the EIA would have been the most efficient way to do so. The RFP, in turn, defined all the standards, provisions, incentives, and penalties of this novel, new relationship. This document may have been among the most important innovations of the entire process.

When we initiated the actual bidding process, we were worried about having bidders, wondering if the project was too unique and therefore companies might be hesitant. To our relief, they were not. In the end, we had four large national contractors prequalified to bid. Three of the four offered final bids. One opted out. 

Each of the bidders had to assemble extensive teams, which included hundreds of sub-contractors. In fact, the project was so large that they formed separate companies to handle the bid. A special concern to UDOT and me was whether Utah contractors who felt cheated out of a decade of work would participate. I believe all of them who wanted to participate did. 

UDOT paid each of the bid teams $1 million to bid with the understanding that if their design bid proposal contained good ideas, but they were unsuccessful as a bidder, the winning company could use the idea. 

The entire contracting world was watching the Utah I-15 project. It was innovative and daring. Tom Warne told me that his former boss, Larry Bonine from Arizona’s Department of Transportation, called to congratulate him on Utah’s boldness. He told Tom, “You will most certainly have your picture on the cover of Engineering News-Record,” the premier magazine of the construction industry. “If you succeed, your picture will be on the cover. If you fail, your picture will be on the cover.” 

He was right. Tom and I both put our careers on the line to do this project. There are a thousand ways it could have gone off track.(3)

One area of the procurement process both Tom and I were concerned with was the duty Tom had to choose the “best value bid.” Normally, the winner in a bid is the lowest price for a conforming bid. The design-build system we enacted into law required UDOT to evaluate the quality of the road they proposed to build and the cost. It was entirely conceivable that the best value might not be the lowest bid. It was the subjective nature that made all of us nervous. Billions of dollars and careers were at stake. It was a tense time. 

All of us within state government were hypervigilant about not talking to any of the contractors after the RFP was issued. We were concerned that an unsuccessful team would allege favoritism or, worse, corruption. Though the law stipulated that the decision was to be made by Tom Warne in his capacity as executive director, I insisted Tom have the independent Utah Transportation Commission be present when the bids were open—and concurring in the ultimate decision. Initially, Tom interpreted my insistence as a lack of confidence in him. However, in time he came to appreciate that my motive was to protect him and the state. 

The bid process was complex and required extensive analysis. There was the initial bid, and then a process referred to as “best and final,” where the contractors could revise their bid. In December 1996, the best and final bids were analyzed. Tom informed me that the bid deemed to be the best value was also the lowest cost. We were both deeply relieved. A couple of days later, it was announced that the winning bid was $1.63 billion submitted by Wasatch Constructors, a joint venture of Peter Kiewit Sons’ Inc., Granite Construction Company, and Washington Construction Company. Omaha, Nebraska-based Kiewit, a giant in the U.S. heavy construction industry, was the lead contractor. 

Tom Warne held a press conference in March 1997 to announce the contract award, and a formal groundbreaking ceremony followed on April 15. The U.S. Department of Transportation’s Federal Highway Administration approved the project and its expedited design-build process, providing $448 million in federal funding. “This is the largest project ever undertaken by the state of Utah,” the FHWA’s Utah division engineer Roy Nelson wrote in late 1997, “and the largest single design-build highway contract in the United States.”(4)

The Biggest Economic Commitment in Utah’s History 

Heading into the 1997 legislative season, I was fresh off a sweeping reelection victory in November 1996. I was the first statewide elected officer in history to win every county, amassing a remarkable 74 percent of the statewide vote. It was the high-water mark on my political capital, and I was ready to invest it by asking Utah’s citizens to make the biggest single financial commitment ever made by state government. 

More importantly, I was asking them to endure four years of disruption and discomfort as we began rebuilding highways statewide, particularly the I-15 corridor, where we would tear down and rebuild 16.2 miles of freeway in Utah’s busiest metropolitan area, replacing 142 overpasses, 8 urban interchanges, and the junctions with I-80 and I-215—all at the same time. 

For the first two years of the rebuild configuration, half of I-15 would be shut down for construction, with two lanes left open to traffic in each direction—a process that would reverse two years later with a reopening of the completed portion and shutdown of the alternate half. The I-215 beltway would take up some of the slack by being restriped from three lanes to four in each direction. 

On January 6, 1997, I was sworn into office a second time at the State Capitol. Clearly the weight of the ask I was about to make of Utah’s citizens was top of my mind. I opened my second inaugural address this way: 

This year marks the 150th anniversary of the first party of pioneers entering the Salt Lake Valley. On their second morning in the valley, ten settlers rode to the foot of a dome-shaped peak just behind where the Capitol is today. With field glasses they surveyed the valley. One of them recorded in his journal: “On the west glistened a large lake. Streams flowing from the eastern canyons looked like ribbons of willow and emptied into a river.” They climbed, that morning, to gain perspective on this valley. From there they had a clearer view of both the challenges ahead, and their opportunities. Tradition has it they raised a humble banner as an ensign to the world. 

On Saturday last, I left the Capitol and hiked to that same peak, now known as Ensign Peak. One still sees the glimmering lake, and the streams that flow. Valleys, then barren, are now very much alive. 

From that same peak, there now winds a black ribbon of asphalt from every direction, automobiles carrying people into a stream of vitality that now is the state of Utah. Airplanes slide from earth to air, bound for distant parts of a smaller world. Trees, homes, businesses and schools, hospitals, churches and parks fill the valley, surrounded by the ageless mountains. 

As I stood, gazing down into the Salt Lake Valley, I felt I had a clearer view of our greatest challenge and opportunity: growth. Like the settlers of 150 years ago, I wanted to take a moment or two to think about how far we had come and to consider the challenges that lie ahead. . . . 

. . . It took more than a hundred years from the time those settlers stood on Ensign Peak for Utah to have one million citizens. It took only thirty years for the second million; it will take only 20 years for the third million. When my six-year-old son is 50, the state of Utah will have more than 4.5 million people. Washington County will have more than 300,000 residents; Cache County 175,000; Utah County, three-quarters of a million citizens. 

As I, and many others in this audience will attest, forty-five years goes by very, very quickly. This is going to happen. 

Some may begin to feel like building a fence at our borders. Even if that were possible, it would not measurably change the outcome. Our growth will be our children and their children. 

Standing on Ensign Peak I thought of my great, great grandparents. Each entered Utah a short time after that first party of settlers. They were sent to different parts of southern Utah. They faced daunting challenges, but they saw them as opportunities. They planted crops where none had grown before. They scratched out a civilization under conditions of unrelenting hardship. Each generation since has done its part, met its challenge, kept its stewardship. 

And we must keep ours. 

We will build roads statewide. Intelligent highways of the 21st century. 

We will teach our children that water has a sacred life-giving quality and look for better ways to use the spring bounty of our mountains. 

We will keep our stewardship to the land. We will set aside those parts that are untrammeled by man and use as our guide commonsense principles that are not grounded in the romance of the past, or the greed of the present, but in a shining hope for future generations. 

Those 10 pioneers stood at the edge of civilization. We stand at the edge of a new millennium, full of high-tech wonders. 

Fourteen days later on January 20, the start of the legislative session brought me to the podium of the House of Representatives for the 1997 State of the State speech, where I pitched our transportation system of the future. 

In our last legislative session, we established the Centennial Highway Fund, a ten-year 3.6-billion-dollar investment in a transportation system to meet pressing needs in nearly every county and city in the State of Utah. We need new interchanges in Weber, Washington and Utah Counties; new highways in Davis and Cache Counties; major improvements in Iron, Uintah, San Juan and Box Elder Counties and every other county in the state. The first and largest project is the reconstruction of I-15, which begins this spring. 

Our state is like a family embarking on a home remodeling project. You know what it’s like: you end up cooking in the basement and storing the refrigerator in the front hall, but you put up with all the noise and inconvenience and the sheet rock dust that drifts into your cornflakes, because you know it’s worth it. 

At times, it will be inconvenient and messy for the commuters on I-15, too, but the Department of Transportation will do its best to help us cope. They will tell us about the best alternative routes and alert us about any delays we might encounter during the reconstruction project. 

Like any family beginning a home remodeling project, the state needs to plan its finances carefully. I have followed two very simple funding philosophies: one, our funding plan must be affordable, and two, it must be fair. 

“Will it be easy? No. Will it be pleasant? No. Will it be worth it? Absolutely.”

By affordable, I mean that our funding plan must fit into people’s budgets. We knew, when we embarked on this project, it would have to be something taxpayers could afford. So, we have cut taxes every year for the last three years. We have cut property taxes, sales taxes, income taxes. For every new dollar in road taxes, we have lowered other taxes by three dollars. Let me repeat that. For every dollar in proposed new road taxes, we have cut general taxes by three dollars. 

This is a fair funding plan. It means everybody pays a little, but those who use the roads the most, pay the most. For example, under my proposal, large trucks pay more because they cause more wear and tear on roads. That’s only fair. My plan also includes fuel taxes and car registration fees. But even with the changes, Utah’s gas tax will be no higher than those in surrounding states, and our automobile registration fee will still be one of the nation’s lowest. I like it because if you don’t use it you don’t pay. 

And what about those who will use the roads after the reconstruction project is completed? Shouldn’t they pay part of the cost, too? I think so. That’s why I’m proposing that through bonding, 10% of the costs be paid by tomorrow’s drivers. 

May I say to you as legislators, this is a demanding legislative task, one that requires our best statesmanship. Let us not be Republicans or Democrats on this issue. Let us be Utahns. Let us not be citizens of urban cities or rural towns, let us be Utahns. On this historic occasion, let us rise above narrow self-interests and unite in the State’s common interest. We must not fail. The risk of refusal is too high; the price of procrastination too great. 

Will it be easy? No. Will it be pleasant? No. Will it be worth it? Absolutely. We can do it, and we can do it well. Together, we can build the roads that will take us and our children into the next century. 

Legislative Drama 

While my strength politically with the public was evident, there was another political layer—a dynamic with the legislature—which also shaped the outcome of this historic moment. 

In the 1994 midterm election, I was not on the ballot, but I wanted to use the election to generate support for my legislative agenda. Consequently, I opted to use my time and campaign money helping state legislators getting reelected. I formed a partnership with Lane Beattie, the Senate president, and Marty Stephens, majority leader of the House of Representatives, whom I and most everybody else presumed would be the next Speaker of the House. Together with Lane or Marty, I campaigned personally in fifty-eight legislative districts, generally leaving the Republican candidate with my endorsement, a nice campaign event, and a healthy contribution for their campaign. It was a huge amount of work but seemed like a formula for robust support in the legislature. However, my strategy turned out to be based on flawed assumptions. 

Election night 1994 came, and as expected Republicans increased their already dominant control in both chambers. Traditionally, the Republican and Democrat caucuses hold their organizing elections to choose their leaders the week following the election. The leadership elections are conducted very quickly, and are often intensely political, emotional, and complex. Each rank-and-file legislator measures their own potential role under each candidate for leadership. There are coalitions and regional alliances involved and usually some deal making. 

Mel Brown, a dairy farmer from Coalville, at the last minute challenged Marty in the race for Speaker. Mel was a very influential legislator, especially among the more conservative members from rural areas of the state. He is smart, experienced, and knew how to read a body of legislators. Mel quickly organized a campaign around the rationale that Stephens was too tight with the Governor’s Office, and as a result Republican legislators were ceding powers to the executive branch that rightly belonged to the legislative branch. This dynamic is a routine part of government in an American democracy. Each branch of government guards their power “jealously,” as James Madison put it. 

It was a brilliant strategy and Mel and his colleagues managed it brilliantly. Marty Stephens and his colleagues in the House were blindsided. I was totally surprised. The situation really had little to do with Marty. Everybody loved him, and he went on to become Speaker later for three terms. It was all about the tussle between urban/rural legislators, conservative/moderate legislators, and legislative/executive branch pressures. 

During the 1995–96 legislatures, I had worked effectively with Mel, though clearly with more of a clearly defined separation. However, I knew this dynamic would begin to play out in the financing of road projects. Rural legislators would want to ensure that their needs were going to be taken care of, not just Salt Lake County. I was aligned with them on that issue because I wanted to transform the transportation system statewide. Having the I-15 rebuild as part of the Centennial Highway Fund was my device to solve that riddle. 

However, there were two additional issues that I knew would create tension between the very conservative legislators and the more moderate members. It was raising fuel taxes and using debt as part of the finance package. Conservatives were simply opposed to raising taxes of any kind. Likewise, they did not like debt. I was with the more moderate camp on these issues. I believed the gas tax was the perfect way to fund roads. The more you used the roads, the more you paid. Likewise, I was not uncomfortable raising the tax because it had not been adjusted for nearly a decade. 

I also supported bonding to a responsible level. The state had a AAA bond rating and therefore its interest rates were very low. We were building roads that would last for two decades, and bonds allowed us to pay for the roads over time. 

Conservatives wanted to “pay as we go.” What that ultimately meant was we would either not do the project or we would pay for it from general revenues—sales and income taxes primarily. Paying with sales taxes meant that nearly everything else the government did would take a haircut, mostly public education. I was adamantly opposed to either of those scenarios. 

I had learned by then to make my proposals before the session started and then to let the legislature have their turn. I monitored their discussions closely, and then as the session got close to the end, I would engage again on the budget. There were a lot of dynamics in this session, but I had no priority more important than getting the Centennial Highway funding plan passed. The contract was signed, but it was conditional on the legislature passing a funding plan. 

As we went into the final week, Mel Brown and the House Republican caucus were holding on to the pay-as-we-go plan, with very little bonding and no gas tax increase. I was signaling my disagreement. At the beginning of the final week, I began to methodically ratchet up public pressure by labeling their plan as “paying for roads with education money.” Educators were already organizing protests in the capitol rotunda with signs carrying exactly that message. 

I knew the legislative leaders were committed to the Centennial Highway bill. They had been by my side at each step in the process. I also knew Mel Brown had to deal with his caucus who had lots of reasons to not like the proposal. They came from rural Utah and while they would get projects done in part, they still viewed the effort as too Wasatch Front-centric. Then there was the “governor vs. legislature dynamic.” 

On the final possible day for the legislature to finish their budget before they adjourned, we were still at loggerheads. I proposed a meeting with President Beattie, Speaker Brown, and me. We met in my office. 

The final days of the session move at a frantic pace. Both Lane and Mel had come off the floor of their chambers for the meeting. All three of us were feeling the pressure. Mel started by saying his caucus had dug in on their proposal. “You know I want to get this done, but that’s where they are,” he told me. 


I then suggested that the path we were traveling had a predictable outcome and I laid out the scenario. “I am unwilling to sign a budget that pays the Centennial Highway Fund out of ongoing money,” I said. “We have a contract signed, and contractors are standing on one foot waiting to start their equipment the second my signature goes on the bill. All three of us support the bill and have openly advocated for it.” 

“If we don’t find a solution,” I continued, “I will call a special session to bring the legislature back to decide this. Before I do, I’ll spend two weeks defining the legislature’s plan as funding roads with education’s funds.” 

There was a long silence. 

Lane Beattie spoke next. “Mel, the Senate will be with the governor on this.” 

Another long silence. 

Mel then said, “I need a 1/8-cent sales tax reduction to help offset some of the gas tax increase.” 

I was prepared for this trade off; we had even thought about this as a strategy. My highest priority was protecting the principle that roads should be paid for by users’ taxes. I said, “And you will agree on the bonding package?” 

Mel nodded. 

“Do you think your caucus will agree to that?” I asked. Again, Mel nodded, and Lane volunteered that the Senate would embrace the deal. It was clear Mel had orchestrated the moment and got what he needed, and so did I. Lane Beattie’s timely voice was the catalyst for the deal. 

A vote was scheduled the next day to finish the budget and the Centennial Highway Fund bill. There were times I would sit in my private office and listen to the proceedings of the House and Senate as they voted on bills. However, that day, I was tired and decided to go for a walk in City Creek Canyon. It was the same place I had been when I announced to my team that we needed to lead on highway construction some two years earlier. I changed into an insulated running suit I kept in my private bathroom and walked into the snowy solitude of the canyon with Alan Workman, head of my security detail. 

Upon my return, the rotunda was strangely empty and quiet. I knew it was because the hall walkers were all in the gallery watching the vote. As I walked across the white marble floor of the rotunda, I thought about what a big moment this was in my service—yet it was so quiet. 

After showering, I returned to my office. Lynne Ward was waiting to give me the news. The package had passed. The largest highway renovation in Utah’s history would soon begin. 

A few days later, the UDOT team, the general contractors, and legislative leaders gathered in the Gold Room for a bill signing, and construction on 1-15 started in April 1997. The first of the other forty projects authorized under Centennial Highways began to unfold by summer and beyond. By mid-summer it felt like the entire state was under construction. Somebody cracked that “the state tree is the construction cone.” There was no question, we were reconstructing highways, building everywhere across the state. 

Communicate, Communicate, Communicate 

Within days of the finance package being signed, Wasatch Constructors moved the equipment into position. We also started moving dirt and tearing down the 600 North interchange. 

With construction comes disruption to the daily lives of ordinary people. To survive this much turmoil, we knew we needed to keep people informed. I often used an example with our team about the occasions when one is stuck in an airplane either circling the airport or parked at a gate. If the flight’s captain keeps passengers informed periodically, it is easier to endure. We had to perfect that process. With construction starting, it was not clear we had the team we needed to get that done. 

We needed a public relations firm that could build trust not just with consumers, but with the media and other parts of the community. 

I asked Vicki Varela, my deputy chief of staff and head of communications, to become directly involved in the decision. Generally, we would leave a decision like that to the department’s own staff. However, in this case, I wanted my own office’s involvement. I expected to be living with the consequences of the road projects every day for several years. I also knew intuitively that the public’s view of the road rebuild would define me as a political figure. My political career was on the line. 

Several days later, Vicki returned with an unexpected recommendation. She proposed we hire the firm of Wilkinson Ferrari & Co., a small public relations firm in Salt Lake City. The firm’s principals were both in their early thirties. They had never handled anything like this before and their firm was less than two years old. I balked, arguing that turning a task like this to a small, new, and relatively inexperienced firm seemed like a recipe for disappointment. We had already had to change once; doing so again would be chaotic and disruptive. 

Vicki persisted. I had learned to trust Vicki’s judgment. She has a good sense for people, and it was clear she felt strongly about this. We set up a meeting at the end of the day with the firm’s founders, Lindsey Ferrari and Brian Wilkinson. I poked and prodded, explaining to both of them why the stakes were so high for the state and for me. I told them a project of this size would be the interpersonal equivalent of a fifty-mile hike together. We had to like and trust each other. I was candid with them about my concern for their relative inexperience. 

I decided to take the night to think about it, and as the evening wore on, I started migrating toward Vicki position. There was a freshness about Lindsay and Brian’s ideas and ways of thinking about problems I found attractive. It also occurred to me that they would be joining a long line of people with their careers on the line. The next morning, I consented and a contract was quickly arranged. 

The decision to make that change turned out to be an important turning point. From that point forward, we devoted ourselves to earning the trust of the people on this project by telling them in advance when inconveniences were approaching and, realistically, how long they could expect it to last. For example, every time a freeway interchange was scheduled to go down, teams were sent to meet with businesses that would be affected. When there was a shift in traffic flow, we told them in advance.

Another component of success was celebrating every possible milestone. Every overpass we completed warranted a grand opening with fireworks, a ceremonial drive-through, or hoopla of some kind. For example, Mayor Dan Snarr, the colorful mayor of Murray known for his gift of gab and a twenty-two-inch handlebar mustache, rode a chopper through the caution tape when 4500 South was reopened. We needed such events, and for people to feel like the project was progressing and would end. 

The UDOT contracting team and the public relations organization worked well together. Not only was Tom Warne personally on the PR team’s speed dial, but special incentives were also built into the contractor’s contract to keep the public happy. Public opinion surveys done by Dan Jones and Associates were taken every quarter, measuring the public’s view of the project and UDOT’s handling of it. Remarkably, these communication efforts paid off, as quarter after quarter, for the entire four-year period, the public’s support and ratings of UDOT’s work improved.

Highways were a meaningful part of every constituent call in show I did for all four years. Rarely was there a news conference that I-15 did not come up. It was so much a part of everyone’s daily life that it was always right in front of us. However, that also was an advantage. Because highway construction had become everyday life—and so long as people thought we were doing our best and being straight with them—they were willing to take one for the team. 

There was a misstep or two, however. Early on in the project, Wilkinson Ferrari & Co. brought in a man named Michael Dunn to handle the advertising. He developed a character played by an actor to be the project’s “spokesman.” The character—“Satch,” short for Wasatch—could be accurately described as a “down-on-his-luck wise man,” whom Utahns could trust to give them good advice. People did not like the character and did not think he inspired trust. First Lady Jackie thought at the very least he badly needed a haircut. Within two weeks, Satch was retired. Michael Dunn called an audible, and the PR effort recovered quickly and moved on. 

Building a Team and Changing the Culture at UDOT 

Tom Warne was a good leader at the Utah Department of Transportation. Like me, he was young. We were both in our mid-forties with a quiet but self-assured manner. He had been the second in command in Arizona’s transportation department before I hired him to head UDOT and was clearly a beneficiary of effective mentoring early in his career. 

At the time he and I began having our conversations about I-15 innovations, Tom had only been in Utah a few weeks. It is not surprising that some veteran hands within UDOT were taken aback by the appointment of this young guy from Arizona. They intuitively struggled with the sharp turn in the methods required by design-build. All of this created discomfort. 

A different version of an I-15 renovation had been in planning mode for nearly a decade. It was being supervised by the district director over the Salt Lake area, a long-time UDOT engineer. He had placed two younger engineers, Carlos Braceras and Bryon Parker, in charge of the project’s design. The decision to go design-build on I-15 signaled more than a change in the project; it introduced a new culture into UDOT. In the weeks following our decision to move forward with design-build, Tom began to get pushback from some senior people. One of them was the Salt Lake District director. He threatened to resign if Tom did not follow his advice against the design-build method. Tom surprised him by accepting his resignation, which very clearly sent the message department-wide that the northbound train was leaving the station. If you did not want to ride, get off the train. This culture change is an important component of this story. To illustrate why the shift was so profound, I asked Tom Warne to describe the most important and innovative aspects of design-build and how they worked out. His description: 

Design-build relies on the creativity and unique skill sets brought to the project by a contactor team. We allowed them to organize the project from a management standpoint in a way that would best achieve success. People would ask me how we were organized, and I said we would organize per the contractor’s approach. They divided the project into three segments, and we consequently did the same. We asked them to co-locate all of their design and management staff in one location and we joined them there. Proximity led to great collaboration and communication. 

We gave the contractors certain parameters in terms of what they would be allowed to do in terms of traffic management. For example, we required that they keep two lanes open in each direction on I-15. As long as they met that requirement, they were free to plan the work from there. As an aside, we were able to define parameters like the two lanes because the team did extensive traffic modeling of different scenarios and configurations to the point that we had a high level of confidence that the two lanes would work. 

A key innovation was our use of something called “Best Value” in the selection process. This concept allowed for us to consider the technical merits of the contractor’s proposal first, and then price second. Throughout the selection process, specific technical teams reviewed elements of each of the three proposals which were “blinded” in terms of their team identity. This allowed the evaluations to proceed objectively and without prejudice or favoritism. We worked very hard to give parameters of what our expectations were without defining their means or methods for doing the work. 

We paid contractors based on work performed, which was based on a schedule submitted to us by the contractors. Of note is the fact that the state system would only allow for a payment of $10 million at a time, and we ended up having to go to state finance and adjust that because there were times when we were paying out over $50 million in a given month. 

As part of our bid specs, we identified complex issues such as soil conditions, utility problems, right-of-way constraints etc., and then bidders came back in their proposals with solutions to these problems. In many cases they brought innovation and approaches that we had never used before, but after thorough vetting by our engineers we accepted many of their ideas. That is one of the great benefits of design-build; as an agency you can get stuck in a rut of how you do things, and bringing in the innovation of design-build causes new ideas to enter the mix. 

Time was one of the innovations that Wasatch Construction brought to the table. We stipulated that the construction had to be done by October 15, 2001. Wasatch came in with a date for opening the freeway of May 17, 2001. As we got closer to the opening, I had a conversation with the executives of Kiewit about their opening date. I told them that it would be a good message to the industry and the public if they were able to open before that date, even if by just a couple of days, since then they would always be able to say that they finished the project early, and after many years no one was going to ask how many days early it was opened. It didn’t take long for them to pick May 15. This allowed us to properly claim the entire project was ahead of schedule.

One innovation that was not part of our request but is a good example of how design-build brings added value to the owners, is in the area of the design criteria for the bridges. There were 144 bridges built on the project. Out of the 1994 Northridge Earthquake in California there was developed a new seismic standard for building bridges. At the time our contract was awarded, the standard had not yet been formally adopted. Nevertheless, Wasatch came to us a few months later and said that they were designing to the new standard as it didn’t make sense to follow the old one for our project. This was a no-cost change to the contract and was a value-added proposition. We described the bridges we wanted to be rebuilt for the contract, which didn’t include one of the ramps at the I-15/I-215 interchange, nor did it include 600 North in Salt Lake City or 106th South in South Jordan. We gave Wasatch the plans that had already been developed for 106th South so that they could use them, and they turned them down. Their decision was based on the fact that they were using their own methods and approach to the bridges, and what we had designed didn’t match their approach. There were at least three bridges that they built that were not in the scope of the contract, but which made their final product better and fit their work approach.

The I-15 project was deemed completed on May 15, 2001, at a wonderful celebration on the highway itself. From authorization to completion, it took just over four years—six months ahead of schedule and nearly $400 million under the initial estimate. Then compare that to the original scenario put forth by UDOT when the imperative of rebuilding I-15 was first voiced: ten years and $5 billion. Putting all our chips on the design-build outcome, we could have failed utterly. Instead, the right teams coalesced at the right time, and Utah citizens rallied around the project and rolled forward throughout the compressed years of traffic disruption. And when the Olympic games opened in February 2002, our new highways were not just completed, they were a showcase.

The impact of the Centennial Highway Fund produced four important outcomes with long-term significance:

  • First, it changed highway construction in Utah and across the nation. Design-build methodology has been widely used on large highway projects ever since. It was an innovation born of necessity but profound in its impact.

  • Second, the forty-one highway construction projects included in the Centennial Highway Fund revolutionized highway infrastructure in Utah. It was the most far-reaching program of highway construction and reconstruction in the state’s history.

  • Third, it changed the way highways are paid for by shifting from general fund appropriations to use of the motor fuel tax. As a result, the legislature is not required to constantly trade off school funding for roads.

  • Finally, our efforts injected an ethic of long-term planning. As I like to say, we planted seeds for the next generation. Among the plans germinated under the Centennial Highways initiative were Legacy Highway and reconstruction of I-15 through Utah County. Legacy, in fact, did not have to wait a full generation. 

Legacy Highway, Brigham City to Nephi 

On the day that I hiked to Ensign Peak overlooking the Salt Lake Valley to draw quality-of-life inspiration from the linkage of earlier pioneers to the present, the vibrant corridors of the state’s population center were unmistakable. There was I-15 running north and south directly through the center of the valley, and I-80 crossing east and west, with I-215 looping around them. One could also see the beginnings of a north-south highway down the west side of the valley, Bangerter Highway.

Using the quality-of-life prism, you also could see something else. It was easy to see that over the next two or three decades, most of the population growth in the Salt Lake metropolitan area would be expanding into the western part of the valley and in a southward direction into Utah County along the western side of Utah Lake. This reality impressed upon me the need to begin planning for a new highway that would run along the west side of the valleys from Brigham City to Nephi. 

I was not alone in this view. Planners at the Department of Transportation had begun to sketch in a roadway, referring to it as the Western Corridor. While the construction of such a highway would be a fifty-year process, I wanted to embed it in the state’s planning. So, the Centennial Highway Fund included money to begin buying the rights of way and solidifying the planning. Additionally, the list of forty-one authorized projects under the fund included partial funding for the first eleven miles of Legacy—the stretch of Davis County from Farmington to northern Salt Lake County. 


1. Inaugural run on the FrontRunner train 

2. Mike Leavitt and Tom Warne, the director of UDOT, looking at completed structure on I-15


Once the I-15 rebuild was running smoothly, I moved midway through the project to also get Legacy under way. During the 1999 legislature, I sought and passed sufficient appropriations to build the eleven-mile Davis section using the same design-build processes as I-15. With Legacy, too, I took great care to not just propose eleven miles, but to make clear this was a launch of a fifty-year effort to build a system from Brigham City to Nephi. To give the longer-term proposal the heft it needed to become a long-term vision, rather than a single project, I told my colleagues I wanted to name the full highway, and that as different segments were added, those would be milestone pieces bringing us toward completion of that important new highway. 

There was no process on what to name the highway. In an almost anti-climactic way, I personally just concluded to call it the Legacy Parkway. Why Legacy? I wanted the name to represent an ethic or legacy of planning that one generation leaves another. 

Those first eleven miles were highly contentious, primarily on the environmental battlefront, with issues swirling around wetlands and the Great Salt Lake. We argued that the road would be a barrier to development. The environmental community used it as a rallying cry. We started construction after gaining environmental review clearances by various federal agencies, believing we would prevail if appeals were made. As it turned out, the federal courts forced the state to stop construction. After I resigned as governor to become a member of President George W. Bush’s cabinet—at the Environmental Protection Agency no less—Governor Jon Huntsman resolved the issues, and the project was completed in 2006 and 2007 at a much heftier price than originally contemplated. 

However, Legacy Parkway was built. More importantly, the vision and right-of-way for a highway along the western side of the valley continues to unfold all along that stretch from Brigham City to Nephi. Truly seeds for a future generation of leaders to cultivate and harvest. 

Building Light Rail in Utah 

Construction of the Utah Transit Authority light rail system, which primarily serves Salt Lake County, was long debated and highly controversial. While clearly part of our transportation plan, I did not engage as directly in its creation as I did the highways. However, there was a pivotal moment in time that history should record. 

Light rail projects are typically funded by a sales tax increment passed by a vote of the people, and with federal funding provided through federal appropriations. Utah’s planning process had been completed and the tax increment passed. However, at the last minute, a critical change was made in Congress to the methodology used in providing federal funding. Rather than the 80 percent federal portion all of UTA’s light rail funding assumptions had been based on, the formula was changed to just 50 percent. When the change occurred, the light rail system was assumed dead. It was a catastrophic event and a grave disappointment to all who supported and had worked so hard on the planning.(5) 

Months later, I was in Washington, D.C., and called upon Congressman Frank Wolf of Virginia on a matter totally unrelated to transportation. Wolf was chairman of the powerful committee which appropriates public works. I had met him previously during visits he made to Utah related to light rail. 

After discussing the purpose of my visit, Wolf casually asked, “How is our light rail system coming in Utah?” I responded by telling him I was sorry to report that the change in the percentage of federal full-funding agreements had made the system infeasible. I added, “Candidly Mr. Chairman, it seems quite unfair for the change to be made after we had operated under an 80 percent agreement for so long.” 

Wolf was not pleased. “That’s totally unfair,” he said turning to a staff director of his, whom I happened to know had been the force behind the change. 

“Did we do that?” he asked. 

The staffer responded in the affirmative. 

Wolf said, “I want that changed. We can change it in . . .” and he mentioned a piece of legislation moving through the committee that week. 

I said, “Mr. Chairman, I cannot tell you how much it would mean to our state to have that done.” 

Wolf assured me it would happen. 

Knowing how easily such a commitment could be derailed by a staff person who was handling the details, I said to Wolf, “I am on my way to see Senator Bennett. Would you authorize me to announce your commitment to me for that change to be made?” 

Wolf agreed. 

As I left Chairman Wolf’s office to walk across Capitol Hill to Utah Senator Bob Bennett’s office, I made two calls. The first was to John Pingree, general manager of the Utah Transit Authority, to tell him that light rail had been resurrected. He was ecstatic beyond description. My second was to Bob Bennett’s chief of staff, requesting that they call the Utah media and arrange a news conference. 

Less than two hours later, Senator Bennett and I announced that Chairman Wolf had committed to restore our full funding agreement to 80 percent and that this would allow the light rail project to continue forward.(6) 

Wolf kept his word. The legislation was amended to restore our agreement to its previous funding level, and the light rail system was built. But for a casual and unexpected conversation, Utah may not have had a light rail system today. 

Preserving Quality of Life: A Generational Relay 

This chapter has focused primarily on transportation in discussing our efforts to preserve the quality of life in Utah during my service. There were many more initiatives, ranging from open space and affordable housing to water development, trails, wildlife and fishing. It is not practical to record them all. However, it was a significant part of the commitment I made to the people of Utah, and one I feel we kept. 

As if to remind us of the generational relay, I was driving on I-15 during rush hour recently, and traffic was nearly at a standstill. “This should not be happening,” I thought, “We solved this problem.” Then it occurred to me that it was 2022, more than two decades since we completed the I-15 reconstruction. Since that time, the state has grown from 1.8 million citizens to nearly three and a half million. The I-15 rebuild was intended to last eighteen years, and we are now beyond twenty. 

As was the case in the 1990s, there is an uneasy sense of concern that Utah’s quality of life will be diminished. And as before, a new generation of leaders must take the baton and then take the action to preserve what we love. 

What advice would I have for that generation of leaders? Based on the experiences reported in this chapter, there are a number of important lessons. 

First, objectives aimed at preserving quality of life should be addressed as part of a larger context. It is not simply road construction or water use at stake but a feeling, a more generalized anxiety that something precious could be slipping away. The Growth Summit in 1996 helped us pull together as a community, not just about specific issues, but about the overall emotion or worry we shared. A common feeling is a powerful unifier. 

Second, the politics of growth are defined more by geography and economics than by partisanship. Early on in the effort to solve the problem of I-15 in Salt Lake County, I realized that it was critical to expand my vision to a broader horizon and a longer timeframe. Our placement of the I-15 project, within a larger list of forty-one highway projects statewide, and over a ten-year period, turned a tactical plan into a strategic vision for the state. It was key to building consensus. 

Third, it is critical to build the case before making the proposal. Once again, I will point to the Growth Summit and the sustained work of Envision Utah, which I chaired for a time, as pivotal to making a case that we had to act. No one was taken by surprise. No group was excluded from the conversation. We engaged people and allowed a consensus of need to develop.

Fourth, evaluating risks should be done in the context of available alternatives. We were required to take significant political and economic risks in the building of I-15 as a design-build project. The back pressure of the Olympics and the unacceptability of having Utah highways torn up while the world visited were a critical component of our calculus. I am not sure we would have found those risks acceptable without those pressures. As my friend Henry Kissinger so artfully stated: An absence of alternatives clears the mind marvelously.

Fifth, push for innovation. The experience of building I-15 reinforced in me a willingness to push people I work with for better solutions. However, I also learned that when you push people to step outside the box, you have to be willing to protect the innovators politically when their ideas disrupt the status quo. 

Sixth, a collaborative IQ wins. The I-15 construction project demonstrated the power of collaborative thinking when incentives are aligned to produce value. Making the project work required that UDOT change their cultural command and control to one of collaborative alignment. The results were clear in both economic and sociologic terms. 

Seventh, people make all the difference. Tom Warne and the team he assembled were the defining difference on the I-15 project. They collaboratively pioneered solutions. 

Eighth, maximize the effectiveness of incentives. Among the most important innovations in the I-15 project were the clearly defined set of economic incentives that were aligned with clear, fair, and agreed-upon expectations. 

Ninth, measure and value results, not process, as exemplified by the state’s willingness to award an I-15 bid that was not the lowest dollar amount if it produced a better value. Another example of placing importance on value is the performance warranty. By requiring the contractor to stand behind their work for a period, it aligned them with our desire to have a quality highway. Several times during the project the contractor voluntarily increased the quality to prevent them from having a maintenance problem later. 

Lastly, communicate frequently and effectively. People will endure hardship and inconvenience if they know why it is necessary and, if possible, when it will occur. Because UDOT and the contractor budgeted millions of dollars to ensure we were communicating with those using the road, telling them what to expect and making it clear we were doing everything possible to move quickly, UDOT’s job approval increased every quarter. 



1. Mike Leavitt and Tom Warne, “WASHTO Day 3 Keynote,” interview by Carlos Braceras,, streamed live on September 15, 2021,

3. Mike Leavitt and Tom Warne, “WASHTO Day 3 Keynote.”

4. Roy O. Nelson, “Utah’s I-15 Design-Build Project.” Public Roads Magazine, U.S. Department of Transportation, Federal Highway Administration, November/December 1997, Vol. 61, No.3,

5. Jerry Sprangler, “Rail Funding Still Not Sure, Leavitt Says,” Deseret News, May 24, 1996, 

6. Lee Davidson, “Light-Rail Cash is Assured – But How Fast Will It Come?” Deseret News, May 22, 1996, 


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