RTD FasTracks Projects URA No.

TEMPLATE Year:

RTD FASTRACKS
UTILITY RELOCATION AGREEMENT
FOR
THE I-225 RAIL LINE, THE NORTH METRO RAIL LINE, THE NORTHWEST RAIL LINE, THE
CENTRAL CORRIDOR EXTENSION, THE SOUTHEAST CORRIDOR EXTENSION AND THE
SOUTHWEST CORRIDOR EXTENSION

This UTILITY RELOCATION AGREEMENT (“URA”) is made and entered into,

effective as of the date of RTD’s signature, by and between the Regional Transportation
District, a political subdivision of the State of Colorado organized pursuant to the Regional
Transportation District Act, C.R.S. § 32-9-101, et seq., (“RTD” or “District”) and
, a [company authorized to do business in] [municipal
corporation of] the State of Colorado (”Owner”). RTD and Owner may hereinafter be
referred to collectively as “Parties” or individually as “Party.”

RECITALS

WHEREAS, RTD is authorized under C.R.S. § 32-9-101, et seq. to develop,

maintain and operate a mass transportation system for the benefit of the inhabitants of the
district;

WHEREAS, under C.R.S. § 32-9-119(e) RTD is authorized to enter into any contract
or agreement not inconsistent with its enabling act;

WHEREAS, RTD is authorized to implement a multimodal public transportation

expansion plan (“FasTracks Plan”) that was adopted by the RTD Board of Directors
(“Board”), approved by voters on November 2, 2004, and approved by the Denver
Regional Council of Governments, as per the requirements of C.R.S. § 32-9-107.7;

WHEREAS, RTD proposes to construct certain of the projects identified in the

FasTracks Plan, as more particularly described below, which will require certain utility
relocation work;

WHEREAS, increased coordination between RTD and Owner and prompt

performance of such utility relocation work within an adopted plan schedule is in the
public interest and will reduce delays and costs of construction for both RTD and Owner;

WHEREAS, to accomplish these purposes, RTD and Owner now desire to enter into
this URA, which is one of the fixed guideway corridor utility relocation agreements
contemplated by C.R.S. § 32-9-119.1; and

WHEREAS, this URA does not commit any present funding by either Party and is
subject to future budgeting, authorization and appropriation processes, as applicable, and
is to be implemented through a work-order process.

NOW THEREFORE, the Parties hereto agree as follows:

1 of 25
RTD FasTracks Projects Utility Relocation Agreement TEMPLATE
Rev. June 6, 2013 v1
 AGREEMENTS

1) DEFINITIONS. Unless the context otherwise requires, initially capitalized terms shall
have the meanings prescribed to them:

Abandonment means (i) the relinquishment by Owner of all right, title, claim and
possession of a Utility and (ii) the Utility Work, as governed by Owner, RTD, and industry
procedures, that is necessary to retire a Utility from service but not physically remove the
Utility from its installed location.

Betterment means the upgrading of a Utility being Relocated that is not attributable
to construction of a Project (defined below) and is made solely for the benefit of and at the
election of Owner. Without limiting the generality of the foregoing, none of the following
will result in a “Betterment” for the purpose of this URA, irrespective of whether the
applicable Utility Work results in a Utility operating at an increased capacity: (a) the use of
new materials or (b) a technological improvement which permits Owner to achieve
increases in capacity, in each case so long as costs are equal to or less than the costs of a
‘like-for-like’ replacement or Relocation.

Buy America Requirements means the provisions of the Buy America Acts
applicable to Federally funded projects incorporated at 49 USC 5323(j) and 49 C.F.R. Part
661 (for Federal Transit Administration (FTA) funding) and 23 USC 313 and 23 C.F.R.
§ 635.410 (for Department of Transportation (DOT) funding), which provide, inter alia,
that Federal funds may not be obligated unless steel, iron, and manufactured products
permanently incorporated into FTA- or DOT-funded projects are produced in the United
States, unless a waiver has been granted by the Secretary of Transportation or the
product is subject to a general waiver.

Constructing Party means the Party designated on the Work Order as being
responsible for construction of a Relocation.

Construction Staking has the meaning given to it in Article 13(b).

Contractor(s) means the contractors, consultants, and subcontractors, whether

hired by RTD or Owner, undertaking the design or construction of a Relocation, including
the RTD Project Contractor(s).

Cost of Relocation means the entire amount to be paid for Utility Work that is
properly attributable to the Relocation after deducting from that amount the cost of any
Incidental Utility Work, Betterments, Excluded Environmental Work, Depreciation Value,
and/or Salvage Value, as applicable and if and to the extent set forth in a fully executed
Work Order.

Depreciation Value means the amount of credit to a Project required for the accrued
depreciation of a Utility based upon the ratio between the period of actual length of
service and total life expectancy applied to the original cost. For the purposes of
Depreciation Value, “Utility” shall not be construed to include a segment of Owner’s
service, distribution and/or transmission lines.

2 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
 Designing Party means the Party designated on the Work Order as being responsible
for design of Relocation.

Discovery means the physical discovery of an undocumented utility communicated

by RTD or its contractors, agents, or employees verbally or in writing to Owner’s
designated Party representative identified in Article 18, or if no representative has been
designated, then to Owner’s chief engineer or equivalent.

Documentary Evidence means all documentation, including without limitation,

photographs, maps, or Owner’s records, showing installation, maintenance or operation of
facilities by Owner or its predecessors in interest that is provided by Owner to support
Owner claims of rights by prescription, adverse possession or other legal theory
established by use.

Environmental Laws means all federal, state, county, municipal, local and other
statutes, laws, ordinances, and regulations that relate to or deal with human health and
the environment, as may be amended from time to time, and which govern handling of
materials necessary for or generated by Utility Work and/or mandate removal of materials
as a result of conditions discovered at the Utility site.

Environmental Work means tasks, duties and obligations necessary to comply with
Environmental Laws.

Excluded Environmental Work has the meaning prescribed to it in Article 7(d)(iii).

Force Majeure means fire; explosion; action of the elements; strike; interruption of
transportation; rationing; shortage of labor, equipment or materials; court action; illegality;
unusually severe weather; act of God; act of war; terrorism; or any other cause that is
beyond the control of the Party performing Utility Work on a Relocation (including the
failure of the other Party (including its Contractors), a relevant permitting authority, or any
other third-party contractor, to perform any task that is prerequisite to the Party claiming
Force Majeure timely performing under this URA) so long as that cause could not have
been prevented by that Party while exercising reasonable diligence.

Hazardous Materials means petroleum products and fractions thereof, asbestos,

asbestos-containing materials, polychlorinated biphenyls, medical waste, radioactive
materials, solid waste, and all other dangerous, toxic or hazardous pollutants,
contaminants, chemicals, substances and wastes listed or identified in, or regulated by all
applicable Environmental Laws, and any excavated soil, debris, or groundwater that is
contaminated with such materials.

Incidental Utility Work means (a) verification by survey, potholing or otherwise that
a Utility is, or is not, in conflict with a Project; provision of survey coordinate data and
field surveys; and Construction Staking performed by RTD in accordance with Article 13(b)
and (b) tasks performed by any Party that (i) are duplicative of Utility Work undertaken by
the Designing or Constructing Party’s Contractors (such as design review where the
Designing Party’s Contractor has created the design), including without limitation, each of
the items referenced in (ii); or (ii) are staff or consultant time expended on: exchange and

3 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
review of documentation with respect to identifying Utilities or unidentified utilities;
meetings, whether internal or with the other Party or other affected utility owners,
jurisdictions, federal and state agencies, organizations or special districts or other affected
third parties; procurement of and coordination with Contractors; coordination and
interfacing of Owner’s Relocation schedule with Project design and construction
schedules; cooperation with one another’s staff or Contractors or with other Project
stakeholders (including other affected utility owners, jurisdictions, federal and state
agencies, organizations or special districts); preparation, negotiation and execution of
Work Orders and Work Order exhibits; exchange and review of documentation with
respect to prescriptive rights under Article 7(a) and with respect to property acquisitions to
be accomplished by RTD under Article 8(c); review and acceptance of Relocation Plans;
and construction inspection and acceptance.

Operating Rights Agreement means any license, permit, lease, easement, franchise
or other use agreement issued by a party having jurisdiction over or ownership of the
location in question and pursuant to which Owner operates its facilities in real property not
owned in fee by Owner.

Permission means any permission, including without limitation, temporary

construction permissions, construction permits, regulatory permission, and/or local agency
utility permit that may be necessary to construct, operate, and maintain Owner’s utility
facilities, including any appurtenances thereto, in any particular location.

Project means any portion of the I-225 Rail Line, the North Metro Rail Line, the
Northwest Rail Line, the Central Corridor Extension, the Southeast Corridor Extension and
the Southwest Corridor Extension, in each case only to the extent that such portion of the
applicable Project is being constructed by RTD.

Project Commencement means the commencement of design, construction or

design/build activities on a Project by an RTD Contractor.

Project Plans means the detailed maps, drawings, plans, and profiles of a Project
supplied to Owner by RTD.

Project Right-of-Way or Project ROW means the real property (which term is
inclusive of all estates and interests in real property, including Public Lands, but exclusive
of temporary construction permissions) owned or controlled by RTD that is necessary for
operation of a Project after such Project has been constructed.

Project Site means the land, spaces and surfaces, including Project ROW, that are
owned by RTD or controlled by RTD through temporary construction easements, licenses,
permits or similar land rights, whether held by RTD or its Contractors.

Protection in Place or Protect in Place means protective measures to be taken by

RTD during construction of a Project that are necessary to ensure the safe operation and
structural integrity of a Utility that is not in conflict with a Project and that will not be
removed or transferred to another location, including without limitation, Construction

4 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
Staking to be performed by RTD in accordance with Article 13(b), installing temporary
steel plating, shoring, and installing temporary physical barriers.

Public Lands means, solely for purposes of this URA, real property dedicated to or
created as public right-of-way or dedicated as a park and/or real property owned in fee by
the United States or the State of Colorado, including any local government thereof.

Relocate or Relocation means the adjustment of a Utility that is necessary for the
continuous operation of Utility service, Project economy, sequencing of Project
construction, or to bring the Utility into compatibility with the implementation of a Project,
including without limitation: Removal and reinstallation, including necessary temporary
facilities; transfer or modification of location (including raising or lowering the Utility in its
existing location); acquiring necessary right-of-way at a new location; moving, rearranging,
or changing the type of Utility (exclusive of Betterments); Abandonment; installing
permanent steel plating or concrete slabs; encasement of the Utility; temporarily de-
energizing power lines; installing permanent physical barriers; and construction of a
replacement utility that is functionally equivalent.

Relocation Plans means the preliminary and final Utility Relocation design plans and
construction documents.

Relocation Standards means the written design, construction or operating

standards, procedures, and criteria in effect as of the execution date of the Work Order
that are utilized by Owner, RTD or third parties impacted by or having jurisdiction over the
Relocation (e.g., Colorado Department of Transportation, the municipality in which the
Relocation will occur, the Colorado Public Utilities Commission and any affected railroad).

Removal means the removal of Utility materials, including the demolishing,

dismantling, removing, transporting, or otherwise disposing of Utility materials and
cleaning up to leave the Relocation site in a neat and presentable condition, all in
accordance with federal, state, and local law.

Responsible Party means the Party responsible for the Cost of Relocation.

RTD Project Contractor means the organization hired by RTD to perform the
construction of a Project.

Salvage Value means the amount received from the sale of Utility material that has
been removed or the amount at which the recovered material is charged to Owner’s
accounts if retained by Owner for use, in accordance with 23 C.F.R. 645.

Utility or Utilities means a facility or facilities, including necessary appurtenances,

owned and/or operated by Owner that has been identified as potentially posing a conflict
with the implementation of a Project. Utility shall also refer to any such facility during and
after Relocation.

Utility Work means tasks, obligations and duties, exclusive of Incidental Utility
Work and Excluded Environmental Work, required to either accomplish Relocation or

5 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
confirm that no Relocation is required for a Utility, whether performed by RTD or Owner,
including:

a) design of the Relocation, including the creation of Relocation Plans;

b) construction of the Relocation, including labor, materials and equipment
procurement, temporary Relocations, and Relocation of existing service lines connecting to
any Utility, regardless of the ownership of such service lines or of the property served by
such service lines; and
c) activities undertaken to effectuate the Relocation, hereinafter collectively referred
to as “Utility Coordination,” including without limitation:
i) verification by survey, potholing or otherwise that a Utility is, or is not, in
conflict with a Project;
ii) Construction Staking by Owner off of the Project Site, subject to Article 13(b);
iii) provision of survey coordinate data and field surveys for the construction of a
Relocation;
iv) acquisition of Permissions and property interests;
v) public information and traffic control;
vi) resurfacing and restriping of streets and reconstruction of curb and gutter and
sidewalks as may be required by any relevant authority;
vii) development of and delivery to the non-Constructing Party of as-builts (or, in
the alternative, drawings marked to show changes in the field) showing each
Relocation that will remain within Project ROW; and
viii)quality control activities performed to ensure and document that Utility Work is
in accord with Relocation Plans, including, without limitation, materials handling;
construction procedures; calibrations and maintenance of equipment; document
control; production process control; and any sampling, testing, and inspection
done for these purposes.

Work Order means the document under which all Relocations shall be implemented
and the Responsible Party designated, in accordance with Article 10.

2) LIST OF EXHIBITS. The following exhibits are attached hereto and incorporated herein
by reference:

Exhibit A Form of No-Conflict Close-Out Form

Exhibit B Form of Work Order (“Work Order”)

Exhibit C Form of Design of Relocation Acceptance Letter (“DRAL”)

6 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
 Exhibit D Form of Construction of Relocation Acceptance Letter (“CRAL”)

Exhibit E Form of Invoice

Exhibit F Buy America Certification

3) SCOPE OF AGREEMENT.
a) This URA provides for the scheduling and timely performance of Relocations
necessitated by RTD’s implementation of a Project and prescribes the process for
determining, among other things, the Party responsible for the Cost of Relocation. Owner
acknowledges and agrees that where a portion of a Project is implemented by a party
other than RTD (e.g., Colorado Department of Transportation or Burlington Northern Santa
Fe Railway Company), this URA shall not apply to such portion of the applicable Project.
b) This URA does not commit funding by either Party nor bind any Party to
responsibility for the cost or performance of any Relocation. Each Relocation for a Project
will be implemented by a Work Order to be negotiated and agreed by the Parties and
which shall serve as the documentation binding the Parties as to responsibility for costs
and performance of Utility Work. Until a Work Order is executed by a Party, that Party is
not bound with respect to any matters represented therein, including responsibility for cost
or performance of any Utility Work.
c) RTD and/or Owner, as applicable, will ensure that funds have been budgeted,
authorized and appropriated for all Utility Work specified on the Work Order for which it is
the Responsible Party prior to execution of the Work Order. Neither Party will authorize
any Work Order which will cause the cost shown on any Work Order to increase, unless
the Responsible Party first makes sufficient funds available for the new Utility Work.
Execution of a Work Order by a Party is a representation that it has sufficient funds
available for the Utility Work.
d) For each Relocation, RTD will issue a Project-specific Work Order that shall be
consistent with this URA and that shall identify, among other things, the Parties, the
applicable Project, the relevant Utility (by Project-specific identification number and general
description) and the Relocation schedule.

4) FEDERAL/STATE/LOCAL REQUIREMENTS.
a) This URA is a fixed guideway corridor utility relocation agreement within the
meaning of C.R.S. § 32-9-119.1. The Parties intend that this URA be interpreted in a
manner consistent with the legislative declaration set forth in such statute. Further, the
provisions of such statute, as may be amended from time to time, are expressly
incorporated into this URA and the Parties agree to comply with C.R.S. § 32-9-119.1.
However, if and to the extent that any provision of this URA is specifically acknowledged
by the Parties to vary from any provision of such statute (including any definitions

7 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
contained in C.R.S. § 32-9-103 that are required for construction of such statute), the
terms of this URA shall govern.
b) RTD has advised Owner that it may seek reimbursement from agencies of the
United States of America for various costs associated with certain of the Projects,
including certain costs and obligations of RTD with respect to utility relocations.
Notwithstanding any provision of this URA that may be to the contrary, all Relocation
Plans, Relocation Standards, Cost of Relocation estimates, and billings for Relocations for
which RTD is the Responsible Party shall comply with the requirements of 23 C.F.R. 645,
as may hereafter be amended, which is incorporated herein by this reference.
c) In the performance of construction of Utility Relocations for the North Metro Rail
Line and the Southeast Corridor Extension for which RTD is the Responsible Party and
Owner is the Constructing Party, Owner shall comply with, and ensure that its lower tier
contractors and subcontractors comply with, Buy America Requirements. Owner shall
provide RTD with a certification of compliance with Buy America Requirements in the form
attached hereto as Exhibit F. RTD shall have sole discretion as to whether to request a
waiver from Buy America Requirements and if such a waiver is to be sought, RTD shall be
responsible to request such waivers from the Secretary of Transportation, provided Owner
shall provide supporting materials reasonably requested by RTD or the Secretary of
Transportation necessary to submit and defend such waiver requests. The provisions of
this Article 4(c) shall not apply to: (i) Relocations for the I-225 Rail Line, the Southwest
Corridor Extension, the Northwest Rail Line, or the Central Corridor Extension; or (ii)
Relocations for which Owner’s total construction costs are less than $100,000.1
Relocations of a single Utility that has multiple points of conflict as described in Article 6
shall be treated as one Relocation for purposes of determining whether the $100,000
threshold (as described in the preceding sentence) has been met.
d) The Parties shall at all times in the performance of Utility Work, Incidental Utility
Work and Excluded Environmental Work strictly adhere to, and comply with, all other
applicable federal and state and local laws and their implementing regulations as each
currently exists and may hereafter be amended.

5) COORDINATION AND COOPERATION

a) The Parties each agree to coordinate and cooperate with one another and with their
respective Contractors in order to ensure that Utility Work, Incidental Utility Work, and any
Excluded Environmental Work are performed promptly, and in close coordination with
Project implementation.
b) Owner acknowledges that, except as specifically provided in this URA, RTD may
contractually delegate RTD’s obligations under this URA to its Contractors; provided,
however, that RTD’s delegation to its Contractors shall not relieve RTD of its duties under
this URA or under any statute and RTD may not delegate to its Contractors the obligation
to acquire replacement real property interests described in Article 8 of this URA or to
collect from or make payments to Owner, as applicable.
c) RTD shall provide Owner with notice of Project Commencement.

1
See FTA Circular 4220.1F at §3(b) of Part IV; 60 Fed. Reg. 14,178; and 49 C.F.R. 1836(d).

8 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
6) IDENTIFICATION OF UTILITIES.
a) For each Project, RTD shall provide Owner with Project Plans in electronic format at
the conclusion of preliminary engineering, conclusion of final design, and at such other
times that RTD receives a formal design submittal from its design Contractor. In addition,
RTD shall provide Owner, in hard-copy format, those portions of the Project Plans that
show the location of Owner’s Utilities. All Project elements shown in the Project Plans,
including corridor alignments, station locations and right-of-way plans are subject to
receipt of the environmental decision documents and any mitigation measures specified
therein. The Parties acknowledge that the provision of Project Plans as contemplated by
this URA varies from that required by C.R.S. § 32-9-119.1(6)(a) and that it is the intent of
the Parties that this URA provision shall govern the interpretation of this URA. RTD shall
provide Owner with written notice of Owner’s affected Utilities for each Project in
accordance with C.R.S § 32-9-119.1.
b) Owner and RTD will meet to confirm the conflict status of each of Owner’s
Utilities. The Relocation Standards and the applicable Project Plans shall be utilized in
determining whether a Utility is in conflict with a Project. If a Utility is confirmed to be in
conflict with the applicable Project, RTD and Owner shall coordinate to determine the
nature of the Relocation required based upon the Relocation Standards and the applicable
Project Plans, and RTD shall update the Utility Matrix to reflect the recommended action
and issue a Work Order. If RTD, the RTD Project Contractor and Owner each agree that a
Utility is not in conflict with a Project, the RTD Project Contractor and Owner shall execute
a document for each such Utility affirming that the Utility is not in conflict (“No Conflict
Close-Out Form”), the form of which is attached as Exhibit A.
c) RTD, in coordination and cooperation with Owner, shall identify and track the
Relocation status of Owner’s Utilities on a Utility matrix (“Utility Matrix”). Utility Matrices
shall be updated by RTD as Utilities are identified and Relocated and will reflect changes,
clarifications, corrections or developments with respect to each Utility’s conflict status.
Updated Owner-specific Utility Matrices will be provided to Owner upon request. If at any
time a Utility Matrix provided to Owner fails to identify Owner utilities that Owner knows
or should reasonably know may be in conflict with a Project, Owner shall notify RTD of
such unidentified Owner utility and provide all documentation with respect thereto, and
the Owner utility will be added to the Utility Matrix.
d) Any Discovery shall be handled in accordance with C.R.S. § 32-9-119.1(6)(d)(III)-
(V). Verbal communication of a Discovery shall be followed by written confirmation.
e) Populated Utility Matrices are informational documents utilized for RTD’s Utility
tracking purposes only. Information contained in the Utility Matrix is non-binding until
reflected on either an executed No-Conflict Close-Out Form or on an executed, mutually-
agreed Work Order, which, in conjunction with this URA, serves as the binding
documentation governing a Utility’s Relocation status. All information contained in the
Utility Matrix is subject to RTD’s receipt and review of documentation related to the
Utilities and receipt of any applicable environmental clearance process.

9 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
7) COST OF RELOCATION.
a) As soon as is reasonably possible following confirmation that a Utility is in conflict
with a Project, the Parties shall, to the extent they have not already done so, exchange all
documentation, including Operating Rights Agreements and/or Documentary Evidence,
governing the location in question in order to determine the Responsible Party. Each Party
shall have an obligation to update and/or supplement all such documentation until the date
of execution of the applicable Work Order. If Owner submits Documentary Evidence to
RTD, RTD shall have the right to utilize and have considered any additional documentation
with respect to the claim that it obtains or has in its possession. The Parties shall mutually
agree as to the nature of Owner’s rights or, failing such agreement, shall treat the claim as
a Dispute under Article 19.
b) The Cost of Relocation shall be presumed to be borne by RTD except in the
following circumstances, in which cases, Cost of Relocation shall be borne by Owner:
i) where the Utility is located in Project ROW or other RTD property pursuant to an
Operating Rights Agreement held by, acquired by, or assigned to RTD that is
revocable or requires Owner to pay the Cost of Relocation;
ii) where the Utility is located in Project ROW or other RTD property but Owner
can provide no Operating Rights Agreement or competent Documentary
Evidence of its right to operate Utilities in the location in question;
iii) where the Utility is located in property not owned by Owner pursuant to an
Operating Rights Agreement that is revocable or requires Owner to relocate at
Owner’s cost and the holder of such Operating Rights Agreement exercises its
rights in accordance with the Operating Rights Agreement; or
iv) where federal, state or local law requires that Owner pay the Cost of
Relocation.
c) Notwithstanding anything in this URA which may be interpreted to the contrary, if a
Relocation of a Utility is required based upon information, surveys, Project Plans,
Relocation Plans, Relocation Standards, Construction Staking or other information which is
provided by a Party and the information is incorrect, incomplete or subsequently revised
causing additional design or construction of Relocation of the same Utility (or any part
thereof), the Cost of Relocation and any additional costs incurred for the second and each
subsequent Relocation will be paid by the Party that provided the incorrect information or
caused the revisions necessitating the subsequent Relocation.
d) Environmental Work.
i) If Hazardous Materials contamination unrelated to Owner’s utility facilities is
discovered by the Constructing Party in the Project Site, the Constructing Party
shall promptly notify the other Party of such Hazardous Materials contamination
and, if Owner is the Constructing Party, Owner shall cease all construction of
Relocation at the location in question until such time as Environmental Work at
that location has been completed. Owner shall not be responsible to conduct or
pay the costs of Environmental Work, except as specifically prescribed in this
Article 7(d).

10 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
 ii) The previous paragraph notwithstanding, the Responsible Party is responsible
for the cost of, and the Constructing Party shall perform, any Environmental
Work necessitated by the removal of intact Owner Utility materials that contain
or are comprised of Hazardous Materials.
iii) In addition, to the extent that any Environmental Work is required to remediate
Hazardous Materials contamination caused by (A) the construction, operation, or
maintenance of Owner’s Utility in its existing location and/or (B) negligent or
willful acts or omissions of Owner or its Contractors in constructing the
Relocation (“Excluded Environmental Work”), Owner shall be responsible for the
costs of all such Excluded Environmental Work and may be required to
undertake such Excluded Environmental Work.
iv) RTD shall extend the deadline for completion of Relocations affected by
Hazardous Materials contamination while Environmental Work is undertaken.
Owner shall make reasonable efforts to redistribute its Relocation crews to other
Relocation sites while unable to perform at any contaminated location.
e) Credits
i) If RTD seeks Depreciation Value credit pursuant to 23 C.F.R. 645 for a Utility
Relocation for which RTD is the Responsible Party, Owner shall furnish evidence
of the period of actual length of service and total life expectancy of the Utility
as well as evidence of the original cost to install the Utility. Based upon the
submitted evidence, the Cost of Relocation shown on any Work Order shall
reflect the Depreciation Value credit due.
ii) Owner shall furnish RTD with evidence of any Salvage Value received for a
Utility Relocation for which RTD is the Responsible Party, as required by 23 C.F.R. 645.
Based upon the submitted evidence, the Cost of Relocation shown on the Work Order shall
reflect the Salvage Value credit due. Where RTD is also the Constructing Party,
salvageable Utility property or material removed during Relocation that is not reused shall
become the property of RTD, unless otherwise noted in the Work Order.
f) Where possible, the Cost of Relocation shall be negotiated on a “lump-sum” rather
than on an “actual cost” basis. However, no lump-sum arrangement will be entered into
for any Relocation if such arrangement would preclude federal reimbursement pursuant to
23 CFR 645. If the Cost of Relocation is negotiated on a lump-sum basis, each Party’s
financial obligation (if any) for the Relocation shall be limited to the lump-sum amount
expressly stated and itemized in the Work Order issued for that Relocation. If the Cost of
Relocation is negotiated on an actual cost basis, the amount shown on the Work Order
shall be an estimated cost, which estimate shall not be exceeded without written
amendment of the Work Order. Responsibility for the Cost of Relocation shall not bind the
Parties until the Work Order is fully executed. Reimbursement, as necessary, is governed
by Article 16.
g) Notwithstanding Article 7(b), Protection in Place shall be paid for by RTD. It is
understood, however, that Protection in Place shall be limited to actions or temporary
improvements during construction of a Project. The installation of a long-term
improvement (e.g., an improvement intended to remain in place during operation of the
Project), permanent raising or lowering of the Utility, or the installation of a barrier that will

11 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
not be removed after construction of a Project is considered a Relocation not Protection in
Place. In addition, a Party who would be the Responsible Party in connection with a
Relocation that requests an adjustment of Project Plans, such as, by way of example and
not limitation, changing the grade in the Project ROW or adjusting a Project bridge’s
length, in order to avoid Relocation of a Utility, will be responsible for all costs incurred in
connection with adjusting the Project Plans. Such changes and cost allocation shall be
documented on a fully executed Work Order.

8) REAL PROPERTY INTERESTS.

a) Utilities Located By Operating Rights Agreement
Any Owner Utilities currently located or anticipaArticleted to be located in Project
ROW or other RTD property shall be permitted only by an Operating Rights Agreement,
which shall have been executed prior to commencement of construction of Relocation. If
Owner currently holds an Operating Rights Agreement for Owner’s facilities in Project
ROW or other RTD property, the terms and conditions of that Operating Rights Agreement,
as may be amended by mutual agreement of the parties thereto, shall continue to govern
Owner’s facilities at that location, until that Operating Rights Agreement is terminated. If
the Parties reasonably agree, the Operating Rights Agreement assigned to RTD in
connection with the conveyance of Project ROW or RTD property shall be converted into
an RTD Operating Rights Agreement, provided that both RTD and Owner shall enjoy
substantially the same rights and obligations contained in the assigned Operating Rights
Agreement.
b) Permission to Perform Utility Work
i) Owner may not Abandon Utilities within Project ROW or other RTD property
without RTD’s consent, as evidenced by RTD’s signature on the Work Order. Owner shall
not install any new facilities in Project ROW or RTD property without first obtaining an
RTD Operating Rights Agreement.
ii) If Owner’s Utilities are located in Project ROW or other RTD property pursuant
to an effective Operating Rights Agreement, Owner’s Relocation and permission to enter
upon Project ROW or other RTD property to undertake Relocation shall be governed by,
and in accordance with, the terms of such Operating Rights Agreement. If the location of
the Relocated Utility is materially changed, Owner’s current Operating Rights Agreement
shall be amended to reflect the revised location.
iii) If Owner’s Utilities are located in Project ROW or other RTD property without an
effective Operating Rights Agreement, Owner shall not commence construction of
Relocation on Project ROW or other RTD property without first obtaining an RTD Operating
Rights Agreement from RTD.
iv) Notwithstanding (i) through (iii), above, RTD’s signature on a Work Order shall
constitute permission for Owner and its employees, agents, and Contractors to enter upon
Project ROW or other RTD property for the sole purpose of performing activities necessary
to design the Relocation, including without limitation, surveying and potholing, but
excluding boring, sampling or other testing, all subject to each of the terms and conditions
contained in this URA. Permission for Owner or its Contractors to traverse the property of
any other property owners or interest-holders is the sole responsibility of Owner.

12 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
c) Property Acquisition and Reimbursement
i) The Parties shall use reasonable efforts, including by Protecting In Place, raising
or lowering, covering with permanent steel plating or concrete slabs, or encasing, to leave
in their existing location any Utilities that are located within Public Lands. Where a Utility
is located in Public Lands and must be Relocated out of Public Lands, the Parties shall
initially attempt to Relocate into Public Lands. If the Parties cannot so Relocate,
replacement property interests or possessory rights, as applicable, shall be acquired in
accordance with Article 8(c)(iv).
ii) If Owner’s Utility occupies real property pursuant to fee interest (including a fee
interest acquired by adverse possession as mutually agreed pursuant to Article 7(a)) held
by Owner (“Owner Property”) and RTD requires Owner Property for Project ROW or
Project construction, the Parties shall use reasonable efforts to leave Utilities in their
existing location, including by Protecting In Place, raising or lowering in the existing
location, covering with permanent steel plating or concrete slabs, or encasing the Utility so
that it will not be in conflict with the applicable Project. However, if the Parties cannot
avoid Relocation of the Utility from the Owner Property, replacement property interests
shall be acquired in accordance with Article 8(c)(iv) hereof and RTD shall reimburse Owner
for the Cost of Relocation of all Owner facilities which are required to be Relocated
because of RTD’s need to acquire the Owner Property or a portion thereof, including
Owner facilities that may be located on adjacent property not owned in fee by Owner.
Once the Utility has been Relocated and is in service, Owner shall convey to RTD the
Owner Property that is required for the applicable Project. At the election of Owner, RTD
shall either reimburse Owner for the value of the Owner Property conveyed to RTD plus
any other amounts Owner is entitled to recover under applicable law or shall pay the costs
to acquire replacement property interests for Owner.
iii) If Owner’s Utility occupies real property pursuant to a permanent easement
((including an easement interest acquired by prescriptive rights as mutually agreed
pursuant to Article 7(a)) held by Owner (“Owner Easement”) and RTD requires the Owner
Easement for Project ROW or Project construction, the Parties shall use reasonable efforts
to leave in their existing location any Utilities that are located within Owner’s Easement,
including by Protecting In Place, raising or lowering in the existing location, covering with
permanent steel plating or concrete slabs, or encasing the Utility so that it will not be in
conflict with the applicable Project. However, if the Parties cannot Protect the Utility in
Place or Relocate within the Owner Easement, replacement property interests shall be
acquired in accordance with Article 8(c)(iv). RTD shall pay the cost of the replacement
property interests in accordance with § 32-119.1(7)(a)(I) – (II), and RTD shall reimburse
Owner for the Cost of Relocation of all Owner facilities that are required to be Relocated
because of RTD’s need to acquire the Owner Easement or any portion thereof, including
Owner facilities that may be located on adjacent property not subject to an Owner
Easement. RTD shall be entitled to offset the cost of replacement property interests or the
Cost of Relocation by the amount that Owner receives as compensation from any source
other than RTD for the transfer of rights in the Owner Easement. If Owner receives
compensation for an Owner Easement in connection with the RTD’s acquisition of the
Owner Easement or of fee ownership of the property traversed by the Owner Easement
and, in addition, RTD has paid both the cost of acquisition of replacement property

13 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
interests and the Cost of Relocation in connection with same Owner Easement, or portion
thereof, Owner shall be required to pay such compensation to RTD.
iv) If it has been determined in accordance with Article 8(c)(i) through (iii) that
replacement property interests or possessory rights must be acquired, the Parties shall
meet to determine a suitable Relocation location and a schedule and plan to acquire the
property interests necessary for the Utility’s Relocation. Owner shall acquire property
interests to be acquired in fee or easement and shall replace, amend, update, or extend
possessory rights, such as licenses or crossing permits, or interests acquired through
prescriptive rights or adverse possession, in each case at RTD’s cost, subject to the terms
of this URA. RTD shall have the right to examine and approve the property acquisition
transaction contemplated for the new Utility location in order to confirm that a ‘like-for-
like’ replacement of property interests or possessory rights is to be acquired. Property
interests or possessory rights necessary for any Relocation must be obtained prior to
commencement of construction of the Relocation.
v) This URA is not intended to waive Owner’s rights to be paid just compensation
in the event that RTD should require Owner Property or Owner Easement for any portion
of a Project. If no agreement is reached with respect to any particular Owner Property or
Owner Easement needed for a Project, RTD may bring an action to condemn if permitted
by, and in accordance with, applicable law, and Owner retains all its rights under
applicable law, including without limitation, its rights to bring an action for inverse
condemnation.
vi) If necessary, Work Orders shall be revised to reflect the impact of property
acquisition on the construction completion date shown on the Work Order. All real
property acquired for a Project by RTD, including for Utility Relocations, must be and shall
be acquired pursuant to the Uniform Acquisition and Relocation Act, 42 U.S.C.A. § 4601
and applicable right-of-way procedures in 23 C.F.R. 710.203.

9) PERMISSIONS. Owner shall obtain all Permissions for which Owner is required to be
the named permittee, including any Operating Rights Agreements not based in fee or
easement. The Constructing Party shall obtain all other Permissions. The Parties agree to
cooperate with one another in obtaining any Permission and to exchange copies promptly
after obtaining any Permission.

10) WORK ORDER PROCESS. Relocations required by a Project shall be undertaken

pursuant to a Work Order (“Work Order”), the form of which is attached as Exhibit B.
Once a Utility is confirmed to require Relocation and the Parties have agreed upon the
Work Order Content (defined below), the Parties shall negotiate a Work Order. For
Relocations to be undertaken prior to Project Commencement, the Work Order shall be
executed first by Owner and then by RTD, and shall not require the RTD Contractor’s
signature. For Work Orders commenced after Project Commencement, the Work Order
shall be executed first by Owner, then by the RTD Contractor and finally by RTD. Work
Orders shall not be binding upon any Party until fully executed.
a) Work Order Content. Work Orders shall identify: the existing and proposed location
of the Utility; concise description of Owner’s property interests or Operating Rights
Agreements where currently located; the agreed Relocation and detailed scope of work;

14 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
the Designing Party; the Constructing Party; the Responsible Party; whether Buy America
Requirements are applicable to the Relocation; whether reimbursement, if any, is to be
made on a lump sum or actual cost basis; where reimbursement is applicable, the
negotiated lump-sum or actual not-to-exceed Cost of Relocation; where reimbursement is
applicable, Salvage Value, Depreciation Value and the cost of any Betterments,
Incremental Costs, temporary Relocations to be paid by RTD, Environmental Work
conducted pursuant to Article 7(e)(ii) and/or Excluded Environmental Work; an indication of
whether replacement property interests are required for Relocation and the Party
responsible for acquisition thereof; where reimbursement is applicable, the estimated
actual not-to-exceed cost, if any, to acquire replacement property interests; the schedule
for commencement and completion of both design and construction of the Relocation; the
most-current RTD Project Plans at the Utility location; the Relocation Standards applicable
to the Relocation (hard copy or reference); and any other terms and conditions applicable
to the Relocation, such as approved service interruptions or negotiated Betterments and
payment arrangements therefor, (collectively, “Work Order Content”). The non-Designing
Party shall be solely responsible to provide (hard-copy, electronically, or by reference) the
Relocation Standards that it requires the Designing Party to apply to the Relocation
covered in the Work Order. If Relocation Standards are not so provided, the Designing
Party shall not be responsible for the cost of any corrective Utility Work. The construction
completion date identified on any fully executed Work Order shall supersede the time limits
identified in any written notice previously delivered to Owner by RTD in accordance with
C.R.S. § 32-9-119.1.
b) Service Continuity. RTD shall not shutdown or temporarily divert Owner’s Utilities
unless agreed by Owner and evidenced in detail on the Work Order. Owner shall have sole
responsibility to operate any valves and/or switches, as applicable, unless Owner requests
otherwise in writing. Subject to Force Majeure, Owner’s Utilities shall otherwise remain
fully operational during all phases of Project construction. Except where due to Force
Majeure, and without waiving any claims under applicable law that the Constructing Party
may have against the Designing Party, the Constructing Party shall be responsible for the
actual documented costs and damages incurred by Owner arising out of any unapproved
interruption in Owner’s Utility service resulting from performance of Utility Work or Project
construction.
c) Work Order Preparation. To the extent such documentation has not previously
been exchanged, RTD and Owner shall coordinate the exchange of all information
necessary for preparation of the Work Orders and shall promptly meet to resolve through
good faith negotiation any comments or disagreements with respect to Work Order
Content. If the Parties cannot reach agreement on the Work Order Content, the Work
Order shall be handled as a Dispute in accordance with Article 19. Once the Parties have
reached agreement on the Work Order Content, the Work Order shall be prepared by RTD
for execution by Owner. Work Orders may be delivered by e-mail, facsimile, hand delivery,
or by certified or registered first class mail. Owner shall respond within 14 calendar days
after receipt of the Work Order either by executing the Work Order or providing
comments.
d) Work Order Conclusive. Once a Work Order is fully executed, that Work Order shall
be conclusive as to all matters represented therein. Any material change to the Work Order
scope of work and any change that will result in an increase in the time necessary to

15 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
complete a Relocation or an increase to the Cost of Relocation above the amount
authorized on the Work Order must be shown on a revised duly executed Work Order.
Executed Work Orders, as they may be revised from time to time, are incorporated into
this URA by this reference.

11) BETTERMENT.
a) If Owner requests a Betterment, RTD will determine, in its sole discretion, whether
Betterment work at any specific location can be accommodated based upon the following
considerations: (i) whether the work is compatible with Project work; (ii) whether the work
would delay any Project schedule; and (iii) if RTD is the Responsible Party, whether it is
feasible to separate the Betterment work from any related Utility Work being performed by
the Constructing Party.
b) If RTD agrees to include a Betterment at any specific location and RTD is either the
Constructing Party, Responsible Party or both, Owner and RTD (and, after Project
Commencement, the RTD Contractor) shall coordinate to determine the price (lump-sum or
actual cost) for said Betterment and shall include the cost and terms of the Betterment in a
Work Order. All Betterment work, including the cost to RTD for incremental design, shall
be at Owner’s sole cost.
c) Where RTD is the Designing or Constructing Party, upon execution of the Work
Order, Owner shall deposit the total price of the Betterment work with RTD. Payment for
Betterment work shall not be subject to set-off. If the negotiated price is on an actual
cost basis, RTD shall notify Owner whenever the cost of such Betterment work reaches
80% of the negotiated price specified for the Betterment on the Work Order. If the actual
costs exceed the negotiated price specified for the Betterment on the Work Order, RTD
will not proceed unless the increased cost is agreed by Owner on a revised Work Order
and paid by Owner to RTD prior to progressing with the work.

12) DESIGN AND REVIEW OF RELOCATION PLANS. Relocation Plans shall comply with the
Relocation Standards and with the terms of this URA. Completed Relocation Plans shall be
submitted to the non-Designing Party for review, who shall review the Relocation Plans
solely for conformance with the URA and with the Relocation Standards provided by the
non-Designing Party. Approval or rejection of Relocation Plans shall be returned to the
Designing Party by no later than 14 calendar days after its submission, unless a different
time period is expressly provided in the respective Work Order. The non-Designing Party’s
approval of Relocation Plans shall be evidenced by an executed design of relocation
acceptance letter in the form of attached as Exhibit C (“DRAL”). All DRALs shall be
prepared by RTD, reviewed by Owner and executed by the non-Designing Party. Rejection
of Relocation Plans shall be made in writing and shall specify the grounds for rejection as
well as suggestions for correcting non-conformance. The revised Relocation Plans shall be
re-reviewed and either approved or rejected not later than 7 calendar days after re-
submission to the non-Designing Party. RTD’s Contractor shall review Relocation Plans and
execute DRALs for RTD. Prior to Project Commencement, RTD shall review Relocation
Plans and shall execute DRALs for RTD. After Project Commencement, the RTD Contractor
shall execute DRALs for RTD. The Constructing Party shall not commence construction of
Relocation until a DRAL has been executed by the non-Designing Party for that Relocation.

16 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
RTD shall prepare draft DRALs and submit them for review and approval by Owner prior to
preparing and providing final DRALs for execution by the non-Designing Party.

13) CONSTRUCTION OF RELOCATION; INSPECTIONS.

a) After execution of the DRAL, the Constructing Party shall determine whether all
Permissions have been obtained and, if necessary, obtain any Permission that has not been
obtained. The Constructing Party shall provide notice to the other Party of its anticipated
construction of Relocation commencement date.
b) As set forth in this Article 13(b), RTD shall perform construction staking identifying
the location to which Owner’s Utilities are to be Relocated (“Construction Staking”) prior
to the scheduled date for commencement of construction of Relocation. Such
Construction Staking shall be based on Project Plans and the Relocation Plans. RTD shall
provide Construction Staking at no cost to Owner (i) within the Project Site, (ii) off the
Project Site where RTD is constructing improvements necessary to complete the Project
and (iii) in other situations as the Parties may agree in the Work Order.
c) Completed construction of Relocation shall be inspected immediately following
completion for conformance with the URA and Relocation Plans; provided that RTD
approval of construction of Relocation performed by Owner shall be limited to Utility Work
performed within Project ROW or RTD property. The non-Constructing Party’s approval of
construction of Relocation shall be evidenced by an executed CRAL, the form of which is
attached as Exhibit D. All CRALs shall be prepared by RTD for execution by the non-
Constructing Party. If the construction of Relocation is approved, CRALs shall be executed
immediately after inspection. Rejection of construction of Relocation shall be made in
writing within 24 hours of inspection and shall specify the grounds for rejection as well as
suggestions for correcting non-conformance. The revised Relocation shall be re-inspected
for conformance with corrective suggestions immediately following corrective work and
either approved or rejected after re-inspection. Provided that the non-Constructing Party
approves the re-inspected construction of Relocation, CRALs shall be executed upon
completion of re-inspection. A non-Constructing Party’s inspection, approval and
acceptance of any construction of Relocation performed shall not be construed as a waiver
of any claim that the non-Constructing Party may have under applicable law. The RTD
Project Contractor shall execute CRALs for RTD. Prior to Project Commencement, RTD
shall inspect construction of Relocation and execute CRALs for an on behalf of RTD. After
Project Commencement, the RTD Contractor shall inspect construction of Relocation and
execute CRALs for and on behalf of RTD. Any change requested to Utility Work that is
the subject of an executed CRAL must be shown on a new, duly executed Work Order.
d) If Relocations and Relocation inspections are directly coordinated with Project
construction or are undertaken on the Project Site and the potential for conflicting traffic
control operations exists, RTD shall perform the required traffic control, regardless of
whether the Relocation is performed by RTD or Owner. RTD shall perform Construction
Staking on the Project Site for all Relocations. RTD shall perform Construction Staking on
the Project Site for all Relocations.
e) The Constructing Party shall provide the non-Constructing Party as-built plans or
drawings marked to show changes in the field not later than 90 calendar days after the
execution of the respective CRAL.

17 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
14) APPROVALS AND ACCEPTANCES. Approvals and acceptances shall not be
unreasonably withheld or delayed. If approval or acceptance is withheld, such withholding
shall be in writing and shall state with specificity the reason for withholding such approval
or acceptance. Every effort shall be made to identify with as much detail as possible what
changes are required for approval and acceptance.

15) OWNERSHIP, OPERATION, AND MAINTENANCE OF UTILITIES.

a) If Owner is the Constructing Party, ownership and all responsibilities for operations
and maintenance of the Utility shall be Owner’s. If RTD is the Constructing Party, Owner
shall assume ownership and all responsibilities for operation and maintenance of the Utility
upon execution of the CRAL.
b) If Owner Utilities remain located within Project ROW after all Utility Work has been
completed, Owner’s access for maintenance and servicing of the Utilities after rail
operations commence shall be allowed exclusively pursuant to and in accordance with the
Operating Rights Agreement governing that location.

16) REIMBURSEMENT.
a) The Responsible Party shall be identified on the Work Order. The Designing or
Constructing Party (if not the same as the Responsible Party) may invoice the Responsible
Party no more than monthly for the Cost of Relocation incurred on or subsequent to the
effective date of this URA utilizing the form of invoice attached as Exhibit E. Invoices shall
cover all Utility Work performed since the prior invoice submission. The previous sentence
notwithstanding, any costs incurred to acquire replacement property interests for Owner’s
utilities under this URA must be invoiced separately and must have been identified as a
cost on the Work Order.
b) The Responsible Party shall make payment within 60 calendar days of receipt of
invoice. If the Responsible Party disputes any portion of the invoice, it may withhold
payment for the disputed portion while timely remitting payment on the undisputed
portion. All invoices for Utility Work must be submitted not later than one year after
execution of the corresponding CRAL for that Utility Work. All invoices submitted to RTD
for reimbursement shall be reviewed for compliance with the cost eligibility and
reimbursement standards contained in 23 CFR 645.101, et seq.
c) The Responsible Party will ensure that it has budgeted, authorized, and
appropriated funds for all Utility Work costs specified in a Work Order. Neither Party will
authorize any Work Order or Work Order revision that will cause the lump-sum or
estimated not-to-exceed actual cost shown to increase beyond the previously appropriated
amounts, unless the Responsible Party appropriates additional funds. Execution of a Work
Order or Work Order revision by the Responsible Party is a representation that it has
sufficient funds available for the Utility Work identified in the Work Order.

17) DEADLINES AND DELAYS.

a) RTD shall be liable to Owner for actual damages suffered by Owner as a direct
result of RTD’s delay in the performance of any Utility Work, except where such delay is
caused by Force Majeure. RTD agrees to provide Owner notice of such Force Majeure.

18 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
b) Where Owner has elected to perform Utility Work, Owner shall be liable to RTD for
actual damages suffered by RTD as a direct result of Owner’s delay in the performance of
any Utility Work or as a direct result of Owner’s interference with the performance of
Project construction by other contractors, except where such delay or interference is
caused by Force Majeure. Owner agrees to provide RTD notice of such Force Majeure.
c) In addition to, and without limiting any rights or remedies available under this URA
or otherwise, if Owner has elected to perform the Relocation Utility Work described in a
Work Order and Owner fails to complete that Utility Work on or before the deadline
established in the applicable Work Order, or if RTD reasonably determines that Owner will
be unable to timely complete such Utility Work, RTD shall, after providing Owner 14
calendar days to cure or provide a plan to cure, issue a Dispute Notice in accordance with
Article 19. If the Parties are unable to resolve the Dispute, RTD may proceed to court in
accordance with C.R.S § 32-9-119.1(5)(b). Owner shall be responsible for damages to
RTD in accordance with Article 17(b).
d) In the event of a Dispute, the Parties agree that they will each continue their
respective performance as required hereunder, including paying invoices, and that such
continuation of efforts and payment of invoices shall not be construed as a waiver of any
legal right or power: (a) of any Party under this URA, any Work Order, or any other
agreement executed pursuant hereto; or (b) otherwise available pursuant to applicable law.

18) NOTICES; REPRESENTATIVES AND AUTHORITY.

a) Notices. Any and all notices required to be given by RTD or Owner pursuant to this
URA must be provided in writing, deliverable by e-mail, facsimile, hand delivery, or by
certified or registered first class mail, to the Party representatives identified herein. Notice
shall not be deemed given if not provided in the manner prescribed in this Article 18. All
notices to RTD shall be concurrently provided to the following persons:
Jim Kelley
RTD Utility Representative
1560 Broadway, FAS-71
Denver, Colorado 80202
Phone: 303-299-6975
Fax: 303-299-2452
e-mail: James.Kelley@rtd-denver.com
b) Party Representatives. For the purpose of this URA, the individuals identified below
are hereby-designated representatives of RTD and Owner. Either Party may from time to
time designate in writing new or substitute representatives.

FOR RTD:
Pranaya Shrestha
Senior Manager, Program Management
1560 Broadway, FAS-51
Denver, Colorado 80202
Phone: 303-299-2461
Fax: 303-299-8799
e-mail: Pranaya.Shretha@rtd-denver.com

19 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
FOR OWNER:
[Name]:
[Title]:
[Address]:
Phone:
Fax:
e-mail:
c) Authority. Party representatives shall each have the authority to negotiate, approve
and execute Work Orders, DRALs, CRALs, Work Order revisions, and, where applicable,
No-Conflict Close-Out Forms; review and approve or reject Relocation Plans; inspect and
approve or reject construction of Relocation; review invoices for payment; and otherwise
act for the Party represented. Either Party may limit the signature authority of its Party
representative by submission to the other Party of written notice specifically identifying
the extent of and limitations of the Party representative’s authority.

19) DISPUTE RESOLUTION.

a) Dispute Notice. In the event of any dispute, claim, or controversy arising out of or
relating to this URA, any Work Order, or any Utility Work involving or otherwise relating to
a Project or the Utility Work ("Dispute"), the complaining Party shall provide a notice of
Dispute ("Dispute Notice") to the other Party except where the non-complaining Party
waives the requirement to receive a Dispute Notice in writing. The Dispute Notice shall
describe the facts surrounding the Dispute in sufficient detail to apprise the other Party of
the nature of the complaint. The complaining Party may, but will not be required to,
aggregate the Dispute with other Disputes into one Dispute Notice.
b) Good Faith Negotiation. RTD and Owner shall attempt to settle all Disputes. To
this effect, RTD and Owner shall conduct at least one face-to-face meeting between the
Party representatives identified herein to attempt to reach a solution satisfactory to both
RTD and Owner. Such meeting shall take place within 7 calendar days following delivery
of a Dispute Notice. If that meeting does not resolve the Dispute, RTD and Owner shall
each designate an official, at a level no lower than RTD Project manager and Owner chief
engineer, to resolve the Dispute.
c) Legal Remedies. If RTD and Owner fail to resolve a Dispute in accordance with
Article 19(b), either Party may proceed to district court in accordance with C.R.S. § 32-9-
119.1(5) and may pursue any other remedies that may be available to it at law or in
equity.

20) DAMAGE TO PROPERTY. RTD and Owner shall each require its Contractors,
employees and agents to exercise due precaution and care to avoid causing damage,
including environmental damage, to any property, including Project ROW or other RTD
Property, Owner Property, adjacent property, utilities, adjacent structures, third persons
and other third party real property. Owner and RTD shall notify one another of any such
damage and any potential claims arising out of such damage.

20 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
21) INSURANCE.
a) RTD shall obtain a Rolling Owner Controlled Insurance Program (ROCIP) for the
construction phase of each portion of a Project to be constructed by RTD. The ROCIP
provides coverage for RTD, the RTD Project Contractor and enrolled subcontractors for:
General Liability with limits of liability of no less than $2,000,000 per occurrence and
aggregate; Workers Compensation as required by statute; Employers Liability; and an
excess or Umbrella policy. RTD shall also procure coverage for Builder’s Risk, Contractor’s
Pollution Liability and, if necessary, Railroad Protective Liability, each with limits of liability
not less than $1,000,000 per occurrence and aggregate. Owner, its officers and
employees shall be named an additional insured on the ROCIP General Liability policy for
any construction of Relocation that Owner elects to have RTD perform.
b) By Owner.
i) Whenever Owner is the Constructing Party and it (or its Contractor) will be
present on a Project Site, or on any RTD property to carry out Owner’s obligations under
this URA, and whether or not a Work Order has been executed, Owner shall maintain
(and/or require any Contractors performing activities on behalf of Owner to maintain):
(a) Commercial General Liability (Bodily Injury and Property Damage) insurance with limits
of liability of not less than $1,000,000 per occurrence and aggregate, including the
following coverages (or the equivalent, if in a policy form reasonably acceptable to RTD): i)
Contractual Liability to cover liability assumed under this URA and ii) Product and
Completed Operations Liability Insurance; (b) automobile liability insurance covering
owned, non-owned and hired automobiles in an amount not less than $1,000,000; and
(c) Workers’ Compensation insurance as required by law. Owner shall cause RTD, its
governing body, and their respective officers, employees and authorized agents to be
named as additional insured on the above general liability insurance.
ii) Whenever Owner is the Designing Party of a Relocation to be constructed in or
on a Project Site, Owner shall also maintain (and/or cause any Contractors performing
design of Relocation to maintain) professional liability coverage for design professionals in
a form reasonably acceptable to RTD and with limits of liability not less than $1,000,000
per occurrence and aggregate.
iii) Where Owner or its Contractor is required to obtain insurance under Article
21(b)(i) or (ii), Owner shall cause a certificate (or certificates) evidencing the insurance
required to be delivered to RTD as a condition precedent to commencement of Utility Work
by Owner and by each other party required to provide such insurance, and shall cause
such insurance to be maintained in full force and effect until all such Utility Work is
completed. Should any of the described policies be cancelled before the expiration date
thereof, notice will be delivered in accordance with the policy provisions. Owner shall at
least annually provide RTD with verification by a properly qualified representative of the
insurer that Owner's and/or its Contractors’ insurance complies with this paragraph and
shall cause all other parties required to provide insurance pursuant to this paragraph to do
the same. All commercial insurance required to be maintained by Owner’s Contractors
shall be issued by a provider with a Best’s A- rating.
iv) Without in any way limiting any applicable indemnification under Article 22,
Owner shall have the right to comply with and satisfy any or all of its insurance obligations
under this URA in lieu of obtaining the applicable insurance policy(ies) by notifying RTD of

21 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
Owner’s election to be self-insured as to the applicable insurance coverage. The same
coverages and limitations prescribed by Article 21(b) shall apply. If requested by RTD at
any time, Owner shall provide RTD with a letter of such self-insurance in a form
reasonably acceptable to RTD.

22) INDEMNIFICATION.
Each Party shall require its Contractor(s) to indemnify, save, and hold harmless the
other Party, its directors, employees, Contractors, and agents against any and all claims,
damages, liability and court awards including costs, expenses, and attorney fees incurred
as a result of any act or omission by the indemnifying Contractor, or its employees,
agents, subcontractors, or assignees, and arising out of the terms of this URA or any Work
Order executed pursuant hereto to the same extent and limits to which the indemnifying
Contractor indemnifies the contracting Party. If Owner performs design or construction of
Relocation with force account labor, Owner shall indemnify RTD, its directors, employees,
Contractors and agents to the same extent that Owner’s Contractors are required to
indemnify RTD under this Article 22. RTD shall not perform any construction activities for
Owner Relocations with force account labor.

23) TERMINATION FOR CONVENIENCE.

a) RTD may terminate any Utility Work required by a Work Order at any time that RTD
determines that the purposes of the distribution of funds under that Work Order would no
longer be served by completion of the Utility Work (“Termination for Convenience”). RTD
shall provide Owner written notice of Termination for Convenience, identifying the
terminated Work Order by Work Order number and Relocation location, via certified U.S.
post. Notice of Termination for Convenience shall be effective on the date that Owner
receives notice thereof (“Termination Effective Date”). RTD and Owner shall meet in order
to determine whether any further Utility Work is required to be performed in order to
maintain Owner’s continuity of operations and the Work Order shall be revised
accordingly. In the event of a Termination for Convenience, RTD will reimburse Owner for
(i) all Utility Work for which RTD is the Responsible Party that is duly performed by Owner
or its Contractors prior to the Termination Effective Date, in accordance with the terms of
this URA, and (ii) Utility Work that is required to be performed in order to maintain
Owner’s continuity of operations. Further, if Owner is designated the Responsible Party on
a Work Order solely due to the exercise of terms included in any franchise agreement
governing the location covered by the Work Order and that Work Order is Terminated for
Convenience, RTD will reimburse Owner for all Utility Work performed by Owner under the
Work Order.
b) Subject to the preceding paragraph, all provisions of this URA that create rights or
provide responsibilities for either Party after any Termination for Convenience shall survive
such Termination for Convenience.
c) All data, studies, surveys, maps, models, photographs and reports or other
materials relating to Utilities or property rights or interests or rights of Owner that are
provided to RTD by Owner under this URA shall be returned to Owner.

24) SETTLEMENT OF CLAIMS. Neither Owner nor RTD shall be entitled to reimbursement
for any Utility Work covered by this URA, including costs with respect to real property

22 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
interests (either acquired or relinquished), except as set forth in this URA and in the Work
Order. The terms and conditions of this paragraph shall prevail over any statutory,
common law, regulatory or administrative provisions governing the subject matter hereof.
This URA, including all executed Work Orders, is intended as a full settlement of all claims
regarding RTD’s and Owner's responsibility for the Cost of Relocations. Except for
obligations undertaken by RTD and Owner pursuant to this URA, Owner and RTD each
waives, releases, and forever discharges the other Party, its members, officers, directors,
agents, employees, successors and assigns from any and all claims for reimbursement,
whether known or unknown, which either Party ever had or now has, regarding liability for
the cost of the Utility Work necessitated by a Project and identified in the Work Order.
This paragraph is intended to address only the issue of responsibility for the Cost of
Relocation and does not extend to any tort claims that might arise out of the performance
of the Utility Work.

25) NO LIENS. Each Party shall keep the applicable Project Site and any other RTD or
Owner property free from any statutory or common law lien arising out of any Utility Work
performed by it, materials furnished to it, or obligations incurred by it, its agents, or
Contractors.

26) . RETENTION OF RECORDS.

a) Each Party shall keep and maintain all books, papers, records, accounting records,
files, reports and other material relating to the Utility Work it performs (or has performed)
pursuant to this URA for which it has been reimbursed or is entitled to reimbursement by
the other Party, including detailed records to support all invoices submitted by each Party,
for a period of three years after the date of acceptance of the completed Utility Work.
Each Party and any other party or agency providing funding to RTD (including their
respective auditors) shall have access to and shall be entitled to audit all such records
during normal business hours upon reasonable notice to the Party maintaining such
records.
b) RTD and Owner shall mutually agree upon any financial adjustments found
necessary by any audit undertaken.
h) The Parties shall insert subparagraph (a) into any contracts entered for performance
of Utility Work and shall also include in such contracts a clause requiring all Contractors to
include subparagraph (a) in any subcontracts or purchase orders.

27) TERM. This URA is effective as of the date of RTD’s signature below and will continue
to govern each Project until acceptance by RTD and Owner of all Utility Work shown on
the Work Order(s) for the applicable Project and final payment owing from either Party for
the applicable Project has been made, whichever is later. Notwithstanding the foregoing, if
RTD’s board of directors has not appropriated funds for a Project or a portion of a Project
on or before December 31, 2021, this URA shall automatically terminate with respect to
that Project or portion thereof, as applicable. Expiration or termination of this URA will not
affect any rights and obligations under this URA accrued as of the expiration or
termination date or any continuing rights and obligations of the Parties under applicable
federal, state or local law or under Articles 15 (Ownership, Operation, and Maintenance of

23 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
Utilities), 22 (Indemnification), 23 (Termination for Convenience), 25 (No Liens) and 26
(Retention of Records) of this URA.

28) APPROPRIATIONS. RTD’s obligations under this URA or any renewal shall extend only
to monies appropriated for the purpose of this URA by RTD's board of directors and
encumbered for the purposes of this URA. RTD does not by this URA irrevocably pledge
present cash reserves for payments in future fiscal years, and this URA is not intended to
create a multiple-fiscal year direct or indirect debt or financial obligation of RTD.

29) LEGAL AUTHORITY. Each Party warrants that it possesses the legal authority to enter
into this URA and that it has taken all actions required by its procedures, by-laws, and/or
applicable law to exercise that authority, and to lawfully authorize its undersigned
signatory to execute this URA and to be bound to its terms. The person(s) executing this
URA on behalf of each Party warrant(s) that such person(s) have full authorization to
execute this URA.

30) SEVERABILITY. If any provision or provisions of this URA shall be held to be invalid,
illegal, unenforceable or in conflict with federal or Colorado state law, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby, unless the deletion of invalid, illegal or unenforceable provision or provisions
would result in such a material change as to cause completion of the transactions
contemplated herein to be unreasonable.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

24 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1
In witness whereof, Owner and RTD have executed this URA.

FOR OWNER: FOR THE REGIONAL TRANSPORTATION

DISTRICT:

By: By:
Name: Name: Pranaya Shrestha
Title: Title: Senior Manager, Program Management
Date: Date:

Approved as to legal form for Owner (if necessary): Approved as to legal form for RTD:

By: By:
Name: Associate General Counsel
Title:

25 of 25
RTD FasTracks Project Utility Relocation Agreement/TEMPLATE
Rev. June 6, 2013 v1