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F I N A L D R A F T R E P O R T E X H I B I T A O F T H E R S C C

Section 28.2 – Revenue Service Commencement Certificate for the Northwest Electrified Segment the B Line

Prepared for

Regional Transportation District and Denver Transit Partners

October 20, 2017

9191 S. Jamaica Street Englewood, CO 80112

III

Contents Section Page

Acronyms and Abbreviations .............................................................................................................. v

1. Introduction ....................................................................................................................... 1-1 1.1 Role and Scope of the Independent Engineer ................................................................. 1-1 1.2 Team Participants ............................................................................................................ 1-3 1.3 Methodology.................................................................................................................... 1-3 1.4 NWES Project Description ................................................................................................ 1-4

1.4.1 Project Organization ........................................................................................... 1-6 1.4.2 Third Party Stakeholders ..................................................................................... 1-7 1.4.3 Consultant Support ............................................................................................. 1-7 1.4.4 Agency Oversight ................................................................................................ 1-7

2. Section 28.2 (a) (i) - Completed in Accordance with the Contract Provisions and Good Industry Practice .............................................................................................................................. 2-1 2.1 Introduction ..................................................................................................................... 2-1 2.2 Methodology for Defining Industry Practice ................................................................... 2-1 2.3 Design Standards ............................................................................................................. 2-1 2.4 Technical Capacity and Capability .................................................................................... 2-3 2.5 Management Plans .......................................................................................................... 2-3 2.6 FRA New Starts Matrix ..................................................................................................... 2-4 2.7 Pre-Revenue Operations .................................................................................................. 2-5

2.7.1 PRO Planning ....................................................................................................... 2-5 2.7.2 Rule Book, SOPs, and Other Planning Documents ............................................. 2-6 2.7.3 Rail Activation Planning ...................................................................................... 2-6 2.7.4 Training ............................................................................................................... 2-6

2.8 CH2M Independent Audit Workshops ............................................................................. 2-6 2.8.1 Results from Workshop #1 ................................................................................. 2-7 2.8.2 Results from Workshop #2 ................................................................................. 2-8 2.8.3 Annex 1 and 2 Deliverables ................................................................................ 2-9

2.9 Conclusion ........................................................................................................................ 2-9

3. Section 28.2 (a)(ii)(iv) - Verification and Demonstration ....................................................... 3-1 3.1 Conclusion ........................................................................................................................ 3-2

4. Section 28.2 (a) (iii) – System Performance Demonstration .................................................. 4-1 4.1 Introduction ..................................................................................................................... 4-1 4.2 DTP Verification ............................................................................................................... 4-1 4.3 Conclusion ........................................................................................................................ 4-1

5. Section 28.2 (a)(v) – Permits and Approvals ......................................................................... 5-1 5.1 Introduction ..................................................................................................................... 5-1 5.2 Conclusion ........................................................................................................................ 5-1

6. Section 28.2 (a)(vii) - Training Program is Complete ............................................................. 6-1 6.1 Introduction ..................................................................................................................... 6-1 6.2 Conclusion ........................................................................................................................ 6-2

7. Section 28.2 (a) (viii) - Safety and Security Validation ........................................................... 7-1

CONTENTS

Section Page

IV

7.1 Introduction ..................................................................................................................... 7-1 7.1.1 Organization and General Planning .................................................................... 7-1 7.1.2 SSCP Process ....................................................................................................... 7-1

7.2 Results of the IE Audit ...................................................................................................... 7-2 7.3 Conclusion ........................................................................................................................ 7-2

8. Section 28.2 (a) (ix) - Final Threat and Vulnerability Analysis ................................................ 8-1 8.1 Introduction and Results .................................................................................................. 8-1 8.2 Conclusion ........................................................................................................................ 8-1

9. Section 28.2 (a) (x) - Deficiencies and Non-Conformance Items ............................................ 9-1 9.1 Introduction and Results .................................................................................................. 9-1 9.2 Conclusion ........................................................................................................................ 9-1

Appendices Appendix A: Independent Engineer Audit Scope Items Appendix B: Report Review Matrix Appendix C: Independent Engineer Progress Meetings Appendix D: Stipulation and Limited Waiver Side Agreement #2 Appendix E: Outstanding Requirements Notice

Tables Table 1-1: Team Participants Table 2-1: Key Management Plans Table 2-2: Findings and Conclusions of Workshop #1 – Project Design Table 2-3: Findings and Conclusions of Workshop #2 – Construction and Operations Table 5-1: Permits and Approvals for the NWES Table 6-1: Status of Training Table 7-1: DTP Activities Audited Monthly by the IE Table 7-2: DTP Safety and Security Certification NWES Table 7-3: DTP East Corridor Exceptions and Work-Arounds Table 9-1: RTD NCs Remaining at NWES RSD

Figures Figure ES-1: Northwest Electrified Segment Figure 1-1: Northwest Electrified Segment Figure 1-2: Westminster Station Architectural Model Figure 1-3: Organizational Chart Figure 2-1: FRA New Start Worksheet (example page) Figure 3-1: Partial CCVM Matrix Configuration Figure 7-1: Final Safety and Security Certificate

V

Acronyms and Abbreviations ABS Automatic Block System

AREMA American Railway Engineering and Maintenance-of-Way Association

ADA Americans with Disabilities Act

ATC Automatic Train Control

BNSF Burlington Northern Santa Fe

CA Concession and Lease Agreement

CCVM Contract Compliance Verification Matrix

CDOT Colorado Department of Transportation

CIL Certifiable Items List

CIL Change-In-Law

CPUC Colorado Public Utilities Commission

CRMF Commuter Rail Maintenance Facility

CRV Commuter Rail Vehicles

CSCCs Construction Specification Conformance Checklists

DCCCs Design Criteria Conformance Checklists

DIA Denver International Airport

DTO Denver Transit Operators

DTP Denver Transit Partners

DUS Denver Union Station

EC East Corridor

EC2 Segment 2 of the East Corridor

EMU Electric Multiple Unit

ESSC Executive Safety and Security Committee

FCC Final Completion Certificate

FFGA Full Funding Grant Agreement

FRA Federal Railroad Administration

FTA Federal Transit Administration

GL Gold Line

IE Independent Engineer

IGA Intergovernmental Agreements

NC Non-Conformance

NCR Non-Conformance Reports

NWES Northwest Electrified Segment

ACRONYMS AND ABBREVIATIONS

VI

O & M Operations and Maintenance

OCC Operations Control Center

OHA Operations Hazard Analysis

ORN Outstanding Requirements Notice

P3 Public-Private Partnership

PHA Preliminary Hazard Analysis

PMOC Project Management Oversight Consultant

PRO Pre-Revenue Operations

PTC Positive Train Control

QA/QC Quality Assurance/Quality Control

RERO Readiness to Enter Revenue Operations

RSCC Revenue Service Commencement Certificate

RSD Revenue Service Date

RTD Regional Transportation District

SLWSA Stipulation and Limited Waiver Side Agreement

SPD System Performance Demonstration

SSCVR Safety and Security Certification Verification Report

SSCP Safety and Security Certification Plan

SSWG Safety and Security Working Group

STCP Systems Testing and Commissioning Plan

TCC Technical Capacity and Capability

TES Traction Electrification Systems

TVA Threat and Vulnerability Analysis

UPRR Union Pacific Railroad

ES-1

Executive Summary Scope and Role of the Independent Engineer The Scope and role of the Independent Engineer (IE) for certification of Revenue Service Commencement is defined in the Concession and Lease Agreement (CA) for the Eagle P3 Project, and the modification of that contract through the Stipulation and Limited Waver Side Agreement (SLWSA; Side Agreement #2) dated July 22, 2016.

The role of the IE is to provide the following certifications at two project phases for the East Corridor (EC), the Northwest Electrified Segment (NWES), and the Gold Line (GL):

• Section 28.2 – Revenue Service Commencement Certificate (RSCC) – 3 certificates • Section 28.3 – Final Completion Certificate (FCC) – 3 certificates

Thus, a total of six certificates and supporting documentation reports will be delivered. This report addresses Section 28.2 – Revenue Service Commencement Certificate for the NWES. Subsequent RSCC reports will be provided for the EC and GL corridors as the work is completed. As a sequel to each RSCC report, a document supporting the IE’s FCC will be provided in 2018 for each of the three corridors.

Note to Reader

This document presents the findings of the IE which justify and support the signing of the RSCC. As a note to the reader, this report was originally produced in August 2016. It was determined at that time that the IE could not sign the RSCC due to FRA’s and Colorado Public Utilities Commission’s (CPUC) requirement for crossing attendants (flaggers) at one private at-grade crossings. In the opinion of the IE, operation of either the A or B-Lines with flaggers at their respective at-grade crossings did not represent “good industry practice”, effectively offsetting our ability to sign.

As of September 28, 2017, in a letter titled “Subject: Docket Number FRA-2016-0028”, the FRA has relieved the requirement for flaggers on the East Corridor (A-Line) and Northwest Electrified Segment (B-Line). Conversely, CPUC has not dismissed this requirement from the A-Line. However, CPUC has no further requirements for flaggers on the B-Line since only one private crossing is involved. CPUC has no regulatory purview over the operation of private crossings. This allows the IE to sign the RSCC, justifying the release of this report.

Limitations of IE Scope It is noted that the Scope of the IE is primarily limited to serve as an audit function of verification documents provided by the Concessionaire, and is therefore limited to the accuracy of that information. As time and resources were available, this audit function has been supplemented with field observations and internal technical workshops. These were used to provide an additional level of audit beyond simply verifying the top level documents. The IE scope does not include inspection, design review, quality management, testing, or any other activities that may be associated with design or construction validation.

Project Description The electrified segment of the Northwest Rail runs from Denver Union Station (DUS) to the Westminster Station on a shared alignment with the Gold Line commuter rail service to Pecos Street. Figure ES-1 illustrated the Northwest Rail corridor. From the Pecos Junction Station, the Gold Line continues west, while the NWES continues northwest, paralleling the BNSF railroad track on the south side to the

EXECUTIVE SUMMARY

ES-2

Westminster Station. The alignment crosses under I-76 and Federal Boulevard in existing openings, then crosses under 64th Avenue in a new grade separation. The Westminster Station is located west of Federal Boulevard and south of the BNSF alignment. A park-n-ride is located to the north of the BNSF track. A grade-separated pedestrian tunnel will be used to convey patrons from the park-n-ride, under the BNSF track, to the platform.

Figure ES-1: Northwest Electrified Segment

Methodology The core methodology for the IE audit work was to use the Contract Compliance Verification Matrix (CCVM) to identify items and track compliance. All of the technical requirements identified in the CA, are included in this matrix format of approximately 15,000 line items. To demonstrate a fulfillment of each contract requirement, the Concessionaire included a reference or proof supporting their claim of compliance. In turn, the IE reviewed the Concessionaire’s proofs to determine it made the case for contract compliance. If the IE agreed that the Concessionaire’s proof for a given line item was valid, it responded with an electronic affirmation in the matrix. In cases where the proof was inadequate the IE rated the proof as non-conforming. In these cases the Concessionaire was requested to submit a different, more convincing proof for all non-conforming items.

As an important supplement to the CCVM work, the IE deployed a multidiscipline team of engineers, construction managers, and transportation planners to complete the following additional tasks:

EXECUTIVE SUMMARY

ES-3

• Audit the Concessionaire’s Progress toward Certification – Appendix A shows all of the important components of the Concessionaire’s verification of fulfillment of the CA. All of these items needed to be complete for the IE to sign the Revenue Readiness Certificate (RRC).

• Audit Technical Deliverables – Including management plans and related documents, pre-engineering studies, plan-sets, test procedures and test reports. Appendix B presents a sampling of documents reviewed.

• Audit Field Observations – Including witnessing both selected acceptance and system integration testing (SIT) tests, Operation Hazard Analysis (OHA) walk-throughs, Emergency Drills, and independent field investigations. Appendix C presents IE Progress Meetings that include the field observations attended by the IE.

• Participate in Internal Workshops – The IE team conducted two workshops to confirm that the design and management of the project (Workshop #1) and construction and operations of the project (Workshop #2) were within good industry practice and met the intent of the CA.

• Attend Team Meetings – Meetings included: Safety and Security Working Group (SSWG), ESSC, STC, Quarterly Quality Meeting, FRA Coordination Meetings, Monthly Progress Meetings, Deficiency, Non-Conformance Reports (NCR), Non-Conformance (NC) and Punch List Closeout Meetings. Further, the IE held its own monthly (and later bi-weekly) progress meetings with the Concessionaire and RTD. Refer to Appendix C – IE Progress Meetings.

• Conduct Interviews – The IE was in communication with the top project leadership positions with both the Concessionaire and RTD. In selected cases, the IE also interviewed senior project staff and managers.

Last, the IE’s scope for issuing the RSCC was modified by Side Agreement #2, a change order to the Concession Agreement. A copy of Side Agreement #2 is included in Appendix D.

Conclusions and Recommendations In the opinion of the IE, the Concessionaire has demonstrated the following in support of signature of the RSCC:

• Section 28.2 (a)(i) – The Concessionaire has Completed the Project in Accordance with the Contract Provisions and Good Industry Practice. Based on the modifications of the CA by the SLWSA, the Concessionaire has met all the requirements to satisfy 28.2 (a)(I). The project has been completed within good industry practice, shown the Technical Capacity and Capability to build and operate the project, completed the appropriate management plans for directing the successful completion of the work, and fulfilled the requirements of the FRA and FTA. Furthermore, the Concessionaire has demonstrated, and the IE has verified through independent workshops, that the project was designed and constructed, tested, and is set up to be operated and maintained, as specified in the CA and as modified by Side Agreement #2.

• Section 28.2 (a)(ii)(iv) – The Concessionaire has Completed its Verification and Demonstration Requirements. The Concessionaire has completed the CCVM in accordance with Section 28.2 (a) (ii) and (iv). For the NWES, allCCVM line items have been completed and verified by the IE. Items requiring the provision of as-built drawings for verification have been remanded to the Punch List as stipulated in Side Agreement #2.

• Section 28.2 (a) (iii) – The Concessionaire has Completed its System Performance Demonstration. As a result of Side Agreement #2, the completion of SPD, as defined in the CA, Section 28.2 (a) (iii), was waived as a contract requirement and is therefore not a criterion for the IE signature of the RRCC.

EXECUTIVE SUMMARY

ES-4

• Section 28.2 (a) (v) – The Concessionaire has Met its Permit Obligations. Based on the CA as modified Side Agreement #2, coupled with the FRA’s approval of the CST technology on the East Corridor, the Concessionaire has met all the permit and approval requirements.

• Section 28.2 (a) (vii) – The Concessionaire has Completed its Training Program is Complete. The Concessionaire met all the training requirements to satisfy 28.2 (a) (vii).

• Section 28.2 (a) (viii) – The Concessionaire has Completed its Safety and Security Validation. The Concessionaire demonstrated that their Safety and Security process followed their Safety and Security Certification Plan (SSCP) as required by 28.2 (a) (viii). Only one Exception remains at the Westminster Station and it is not considered to be safety critical. The SSCVR has been signed by RTD and the Concessionaire.

• Section 28.2 (a) (ix) The Concessionaire has Completed its Threat and Vulnerability Analysis. The Final TVA has been completed and approved by RTD, FTA, and FRA.

• Section 28.2 (a) (x) – The Concessionaire has Resolved its Deficiencies and Non-Compliance Items. Based on the stipulations contained in the SLWSA, the Concessionaire met all the requirements to satisfy 28.2 (a) (x).

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1. Introduction This document presents the findings of the IE which justify and support the signing of the Revenue Service Commencement Certificate (RSCC). As a note to the reader, this report was originally produced in August 2016. It was determined at that time that the IE could not sign the RSCC due to FRA’s and Colorado Public Utilities Commission’s (CPUC) requirement for crossing attendants (flaggers) at one private at-grade crossings. In the opinion of the IE, operation of either the A or B-Lines with flaggers at their respective at-grade crossings did not represent “good industry practice”, effectively offsetting our ability to sign.

As of September 28, 2017, in a letter titled “Subject: Docket Number FRA-2016-0028”, the FRA has relieved the requirement for flaggers on the East Corridor (A-Line) and Northwest Electrified Segment (B-Line). Conversely, CPUC has not dismissed this requirement from the A-Line. However, CPUC has no further requirements for flaggers on the B-Line since only one private crossing is involved. CPUC has no regulatory purview over the operation of private crossings. This allows the IE to sign the RSCC, justifying the release of this report.

1.1 Role and Scope of the Independent Engineer Section 22.8 of the CA defines the need for an Independent Engineer (IE) that is appointed by RTD and the Concessionaire. The IE is defined as neither an agent of RTD or the Concessionaire. The Role of the IE is to provide certifications at two project phases for the East Corridor (EC), the Northwest Electrified Segment (NWES), and the Gold Line (GL) as follows:

• Section 28.2 – Revenue Service Commencement Certificate (RSCC) – 3 certificates • Section 28.3 – Final Completion Certificate (FCC) – 3 certificates

Thus, six certificates will be delivered in total. This report addresses Section 28.2 – Revenue Service Commencement Certificate for the NWES. Subsequent RSCC reports will be provided for the EC and GL corridors as the work is completed. As a sequel to each RSCC report, a document supporting the IE’s FCC will be provided in 2018 for each of the three corridors.

The Scope of the IE for the RSCC is defined in the Concession and Lease Agreement (CA) for the Eagle P3 Project, and the modification of that contract through the Stipulation and Limited Waver Side Agreement (Side Agreement #2) dated July 22, 2016. The criteria to be used by the IE for certification is covered under Section 28.2 of the CA and presented in verbatim as follows:

28.2 (a) The Parties agree that the Independent Engineer shall issue the Revenue Service Commencement Certificate to the Parties in respect of a Commuter Rail Project and the associated Commuter Rail Service when the Concessionaire has demonstrated to the Independent Engineer's satisfaction in the relevant System Performance Demonstration that the following requirements (the Revenue Service Commencement Requirements) have been satisfied:

(i) except with respect to the Punch List Items identified pursuant to Section 28.2(b), such Commuter Rail Project (excluding, for purposes of this Section 28.2, any Fare System Equipment related thereto) has been completed in accordance with the provisions of this Agreement, the Project Requirements and Good Industry Practice to ensure that the Work, such Commuter Rail Project and each part of them are completed and operate in compliance with the Project Requirements;

(ii) the process and procedures set out in Section 1 (Verification Program) of Part D (Verification and Demonstration) of Attachment 7 (Design, Construction and Rolling Stock Requirements) for the testing, inspection and verification of the Work has been carried out (including

SECTION 1: INTRODUCTION

1-2

demonstrating that each element of the Equipment forming part of such Commuter Rail Project operates as intended) have been carried out;

(iii) the System Performance Demonstration for the relevant Commuter Rail Service has been fully carried out (Note: the requirement that the SPD be completed prior to revenue service was waived by the SLWSA);

(iv) during the System Performance Demonstration, the Availability Ratio (calculated on a daily basis for the duration of the relevant period) for such Commuter Rail Service is at least 95% for a consecutive 21-day period and at least 97% for a consecutive seven-day period within such 21-day period; (Note: the 97% requirement was waived by the SLWSA)

(v) all Permits required for the operation of such Commuter Rail Project and such Commuter Rail Service have been obtained in final form and are not subject to appeal;

(vi) all required Concessionaire Design Submittals and Contract Data relating to the operation and maintenance of such Commuter Rail Project have been submitted to, and, if required, approved by, as the case may be, RTD, the Project Third Parties and the Relevant Authorities (as applicable) in accordance with Part D (Verification and Demonstration) of Attachment 7 (Design, Construction and Rolling Stock Requirements) and Attachment 6 (Contract Data Requirements);

(vii) the Training Program has been completed in accordance with the requirements set out in Attachment 10 (O&M Specifications);

(viii) the Concessionaire has fully implemented the Safety and Security Certification Plan with respect to such Commuter Rail Project and has submitted to RTD and the appropriate Relevant Authorities, in form and substance satisfactory to RTD and such Relevant Authorities, the relevant certificates of compliance and all other safety and security certification certificates or assessments with respect to such Commuter Rail Project (including the FHLA (as defined in Attachment 9 (Project and Construction Management)), together with all supporting documents;

(ix) the Final Threat and Vulnerability Analysis has been completed by the Concessionaire and approved by the FTA and the FRA;

(x) all deficiencies or non-compliance (other than Punch List Items) identified by RTD following any audit carried out pursuant to Section 22.3(c) have been corrected; (Note: this requirement was modified by the SLWSA to allow all non-safety critical deficiencies and non-compliance items to be added to the Punch List) and

(xi) if RTD has delivered a Phase 2 Rolling Stock Termination Notice in accordance with Section 5.11(a), the Concessionaire has performed its obligations pursuant to Section 5.11(c).

(b) The Parties agree that the Independent Engineer shall set out in an attachment to each Revenue Service Commencement Certificate the Punch List Items which have not been completed in full and shall specify a reasonable time period in which they are to be so completed (such period to be agreed between the Concessionaire, RTD and the Independent Engineer).

The specifics of this Scope have been formalized and tracked in a matrix titled Independent Engineer Scope Items for the NWES Corridor, included in Appendix A. This matrix was discussed and updated at each of the IE Progress Meetings and provided guidance for documenting progress toward the RCC.


1-3

1.2 Team Participants The participants on the IE Team included technical specialists in the critical project disciplines, most of whom have at least 20 years of professional experience. Each key senior staff assigned to this project has over 35 years of experience. Several of the key staff have worked on the FasTracks program since its inception and are intimately familiar with RTD procedures and the technical requirements of the program. Table 1-1 presents the participants.

Table 1-1: Team Participants Discipline Name/Title/Company

Train Control • Brad Luse/Signals Engineer/CH2M

Track • Mike Loehr/Track Engineer/CH2M • Erin Trahan/Track Engineer/CH2M • Anh Truong/Track Engineer/CH2M

Structures • Chris Ray/Structural Engineer/CH2M

Stations • Steve Silkworth/Architect/CH2M • Andy Leong/Civil Engineer/CH2M • Jon Spencer/Civil Engineer/CH2M

Maintenance Facility • Steve Silkworth/Architect/CH2M

TES • John Valsecchi/Systems Engineer/CH2M

Communications • John Valsecchi/Systems Engineer/CH2M

Safety and Security • John Simon/Safety & Security Specialist/CH2M

O&M • David Solow/Transportation Planner/CH2M • Janice Li/Industrial Engineer/CH2M

Rolling Stock • Balaji Krishnamurthy/Mechanical Engineer/Omni Strategy • Janice Li/Industrial Engineer/CH2M

Civil • Tom Ragland/ Civil Engineer/Omni Strategy • Andy Leong/Civil Engineer/CH2M • Sam Daleo/Civil Engineer/CH2M

Management • Don Ulrich/Transportation Planner/Omni Strategy • David Solow/Transportation Planner/CH2M

1.3 Methodology The core methodology for the IE audit work was to use the Contract Compliance Verification Matrix (CCVM) to identify items and track compliance. All of the technical requirements identified in the CA are included in this matrix format of approximately 15,000 line items. To demonstrate a fulfillment of each contract requirement, the Concessionaire included a reference or proof supporting their claim of compliance. In turn, the IE would review the Concessionaire’s proofs to determine it made the case for contract compliance. If the IE agreed that the Concessionaire’s proof for a given line item was valid, it would respond with an electronic affirmation in the matrix. In cases where the proof was inadequate, the IE would rate the proof as non-conforming. In these cases, the Concessionaire would be required to submit a different, more convincing proof for all non-conforming items.


1-4

As an important addition to the CCVM work, the IE deployed a multidiscipline team of engineers, construction managers, and transportation planners to complete the following additional tasks:

• Audit the Concessionaire’s Progress toward Certification – Appendix A referred to above, shows all of the important components of the Concessionaire’s verification of fulfillment of the CA. all of these items needed to be complete for the IE to sign the Revenue Readiness Certificate (RRC).

• Auditing Technical Deliverables – Including management plans and related documents, pre-engineering studies, plan-sets, test procedures and test reports. Appendix B presents a sampling of documents reviewed.

• Field Observations – Including witnessing both selected acceptance and SIT tests, Operation Hazard Analysis walk-throughs, Emergency Drills, and independent field investigations. Appendix C presents the IE Progress Meeting that includes field observations attended by the IE.

• Internal Workshops – The IE team conducted two workshops to confirm that the design and management of the project (Workshop #1) and construction and operations of the project (Workshop #2) were within good industry practice and met the intent of the CA.

• Team Meeting Attendance – Attended meetings included: SSWG, ESSC, STC, Quarterly Quality Meeting, FRA Coordination Meetings, Monthly Progress Meetings, Deficiency, NCR, NC and Punch List Closeout Meetings. Further the IE held its own monthly (and later bi-weekly) progress meetings with the Concessionaire and RTD. Refer to Appendix C above.

• Interviews – The IE was in communication with the top project leadership positions with both the Concessionaire and RTD.

Lastly, the IE’s scope for issuing the RSCC was modified by the Stipulation and Limited Waiver Side Agreement (Side Agreement #2), a change order to the Concession Agreement. A copy of the SLWSA is included in Appendix D.

1.4 NWES Project Description The first 6.2-mile segment of the Northwest Rail Line runs from DUS to the Westminster Station on a shared alignment with the Gold Line commuter rail service to Pecos Street. See Figures 1-1 and 1-2 for an illustration of the NWES and the Westminster Station. From the Pecos Junction Station, the Gold Line continues west, while the NWES continues northwest, paralleling the BNSF track on the south side to the Westminster Station. The alignment crosses under I-76 and Federal Boulevard in existing openings, then crosses under 64th Avenue in a new grade separation. The Westminster Station is located west of Federal Boulevard and south of the BNSF alignment. A park-n-ride is located to the north of the BNSF track. A grade-separated pedestrian tunnel will be used to convey patrons from the park-n-ride, under the BNSF track, to the platform.


1-5

Figure 1-1: Northwest Electrified Segment

Figure 1-2: Westminster Station Architectural Model


1-6

1.4.1 Project Organization The Eagle P3 Project is a Public-Private Partnership using the DBFOM method of project delivery. The project will be completed in accordance with the CA, where Denver Transit Partners (DTP) is under contract with RTD to design, construct, finance, operate, and maintain the project.

RTD retains all assets while shifting much of the risk to the private Concessionaire. RTD makes payments to DTP for a portion of the design and construction costs during the Design/Build (D/B) Phase, and a series of service payments during the operations phase, based on achievement of operating metrics defined in the CA. DTP will also operate and maintain the EC, GL, and NWES. The duration of the agreement is 34 years, with the End Date defined as December 31, 2044.

DTP, as the Concessionaire, has full responsibility to the RTD for all aspects of the Eagle P3 Project. DTP is a fully functional management organization with clearly defined interfaces to the RTD and the contracting organizations. Managers in the DTP organizations will coordinate closely with corresponding managers/peers in RTD, sharing information and collaborating to resolve issues at the lowest possible level. DTP’s management approach described below, will oversee the management of all project phases. As previously noted the IE as an autonomous agent reports to both RTD and DTP.

Figure 1-3 indicates the DTP organization with relationships to RTD.

Figure 1-3: Organizational Chart


1-7

1.4.2 Third Party Stakeholders The CA defines third parties as in Attachment 6, Contract Data Requirements, and specifically as defined by requirements and reviewing/approval of Third Parties in ANNEX 1, CONTRACT DATA REQUIREMENTS LIST – CONCESSION AGREEMENT.

1.4.3 Consultant Support The Eagle P3 Project uses a variety of consultants to fulfill a variety of technical needs, as necessary. Using consultants provides additional flexibility and efficiency through the project design, construction, testing, and start-up phases. RTD has procured the following major consultants for the FasTracks Program and Eagle P3 Project:

• Program Support Consultant • Quality Management Consultant • Public Information Consultant • Forecasting and Modeling Consultant • Land Acquisition Consultants • Financial and Legal Advisors • Systems Engineering Consultant

1.4.4 Agency Oversight Although the project is funded by the FTA, the FRA serves as the lead regulatory agency overseeing the Eagle P3 Project. Both FTA and the Colorado Public Utilities Commission (CPUC), serve in regulatory support roles.

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2. Section 28.2 (a) (i) - Completed in Accordance with the Contract Provisions and Good Industry Practice

2.1 Introduction Section 28.2 (a)(i) confirms that the Commuter Rail project has been completed in accordance with the Agreement, Project Requirements and good industry practices. This section focuses on both contract compliance and good industry practice. More detail is provided on good industry practice than contract compliance; additional documentation of contract compliance and project requirements is provided in Section 4, which describes the CCVM documentation process.

2.2 Methodology for Defining Industry Practice The CA requires the IE to conclude that the project has been completed in accordance with the provisions of that Agreement, the Project Requirements and good industry practice. Inasmuch as there is no universal definition for good industry practice in the CA, the IE has defined it as the application of accepted national and local standards and what would reasonably be expected from an experienced Concessionaire engaged in the same type of undertaking under comparable circumstances. The criteria used by the IE to determine fulfillment of good industry practice included:

• Design standards • The technical capacity and capability of the project leadership • Completion and quality of project management plans • Completion of the FRA New Starts Matrix • Findings in FTA Readiness to Enter Revenue Operations • Internal CH2M design workshop • Internal CH2M construction workshop

2.3 Design Standards The Concessionaire (DTP) prepared a Design Basis Manual to “ensure that the Final Project Design complies with the Design, Construction and Rolling Stock Requirements, the Third-Party Agreements, all Permits, the applicable requirements and good industry practice.” In addition to this Design Basis Manual, the Design Engineer have shown to comply with all other applicable engineering codes and standards, including those of the various federal, state, and local jurisdictions. These included the following:

• AASHTO - Standard Specifications for Structural Supports for Highway Signs, Luminaries, and Traffic Signals

• Adams County Development Regulations Manual • American Association of State Highway and Transportation Officials (AASHTO) • Standard Specifications for Highway Bridges • Policy on Geometric Design of Highways and Streets (Green Book) • Roadside Design Guide • American Concrete Institute (ACI)

SECTION 2: SECTION 28.2 (A) (I) - COMPLETED IN ACCORDANCE WITH THE CONTRACT PROVISIONS AND GOOD INDUSTRY PRACTICE

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• American Institute of Steel Construction (AISC) • American National Standards Institute (ANSI) • American Railway Engineering and Maintenance-of-Way Association (AREMA) • American Society for Testing and Materials (ASTM) • American Society of Civil Engineers (ASCE) • American Society of Heating, Refrigeration and Air-Conditioning Engineers, Inc. (ASHRAE) • American Society of Mechanical Engineers (ASME) • American Water Works Association (AWWA) • American Welding Society (AWS) • Americans with Disabilities Act (ADA) • ADA Accessibility Guidelines for Buildings and Facilities (ADAAG) • ADA Accessibility Guidelines for Transportation Vehicles • Association of American Railroads (AAR) • Building Industry Consulting Standards Institute (BICSI) • Burlington Northern Santa Fe (BNSF) Design Standards • Colorado Department of Transportation (CDOT) - Standard Specifications for Road and • Bridge Construction

− CDOT – Drainage Design Manual − CDOT – Highway Design Manual − CDOT – Standard Plans (M&S Standards) − CDOT – Bridge Design Manual

• City of Aurora – City of Aurora Roadway Design and Construction Specifications • City and County of Denver - Rules for Street Standards • City and County of Denver - Standard Construction Specifications • City and County of Denver Storm Drainage Design and Technical Criteria Manual • City and County of Denver Transportation Standards and Details for the Engineering Division • City of Arvada Engineering Code of Standards and Specifications • City of Aurora Storm Drainage Design and Technical Criteria Manual • City of Wheat Ridge Site Drainage Requirements • City of Wheat Ridge Standard Construction Details • Electronic Industries Association (EIA) • Federal Communication Commission • Federal Highway Administration (FHWA) • Institute of Electrical and Electronics Engineers (IEEE) • Insulated Cable Engineers Association (ICEA) • NACE International (Formerly the National Association of Corrosion Engineers) (NACE) • International Building Code (IBC) • International Electrotechnical Commission (IEC) • International Energy Conservation Code (IECC) • International Fire Code • International Organization for Standardization (ISO) • International Telecommunication Union (ITU) • Internet Engineering Task Force (IETF) • Local jurisdictional codes, requirements and ordinances, as applicable • Manual on Uniform Traffic Control Devices (MUTCD) • Metropolitan Government Pavement Engineering Council (MGPEC) Standards • National Bureau of Standards • National Electric Code (NEC)


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• National Electric Safety Code (NESC) • National Electrical Contractors Association (NECA) • National Electrical Manufacturers Association (NEMA) • National Electrical Testing Association (NETA) • National Fire Protection Association (NFPA) including NFPA 130 and 101 • National Railroad Passenger Corporation (Amtrak) Design Standards • Occupation Safety and Health Administration (OSHA) • RTD - Design Guidelines and Criteria for Bus Transit Facilities • RTD - Light Rail Design Criteria (Blake/38th and Peoria CR/LRT Transfer Stations) • RTD - Standard Plans for Bus & Light Rail Transit Facilities • Rules and Regulations of the Colorado Public Utilities Commission (CPUC) • Telecommunications Industry Association/Electronic Industries Association (TIA/EIA) • U.S. Code of Federal Regulations (CFR), Title 49, Part 23b • Underwriters Laboratories (UL) • Union Pacific Railroad (UPRR) Design Standards • Urban Drainage and Flood Control District Drainage Criteria Manual, Volumes 1 – 3

As documented below, CH2M’s internal Design Workshop #1 confirmed that the project design followed good industry practice with respect applicable design standards and practices.

2.4 Technical Capacity and Capability RTD approved DTP Technical Capacity and Capability (TCC) during the Project proposal review process, hiring the team that was felt to be the most qualified. The IE audited the project delivery based on the requirements of the CA that brought in proposal items and found no deficiencies. In addition to the CA requirement review, the IE reviewed the FTA and associated PMO processes related to DTP Technical Capacity and Capability for the Eagle P3 Project and the PMO found no deficiencies. Note, however, that the FTA did not specifically review the NWES since this segment of the program included no Federal funding. Nonetheless, the FTA’s overall review of the Program’s organization is applicable to the NWES.

2.5 Management Plans The Concessionaire has prepared numerous management documents to launch, direct, and control the project. The Contract Agreement identifies approximately 390 contractual requirements under Management; of these requirements, 202 are completed and verified. The remaining documents are part of the final completion process or related to the eventual contract closeout. The documents in Table 2-1 were considered the most pertinent to the general management of the Eagle P3 Project for readiness to enter revenue operations. The documents were reviewed as part of the IE’s verification of the Management section within the CCVM.

Management documents prepared under the oversight of the FTA (Project Management Plan, Quality Management Plan, Safety and Security documents and so forth) have been reviewed by the FTA’s Project Management Oversight Consultant (PMOC) and found to be within industry standards. Furthermore, all of the documents prepared for fulfillment of FRA New Starts Matrix (with the exception of the PTC Safety Plan) have met the requirements of that agency. Last, there are many documents prepared to meet the requirements of the Concession Agreement (Configuration Management Plan, Corrosion Control Plan, Quality Management Plans, etc.) that are not covered by federal protocols but are typical of major transportation programs. In these cases, determination of whether a document meets industry standards and/or fulfills the requirements of the CA and its attachments is based on the professional judgement of the IE.


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Table 2-1: Key Management Plans Document Meets Good Industry Practice

PMP Yes

Quality Management Program (plans for all phases) Yes

O&M Plans Yes

Rolling Stock Fleet Management Plan Yes

Infrastructure and Facility Management Plans Yes

HR Plan Yes

Management & Administration Plan Yes

Employee Conduct Standards Yes

Design Basis Manual Yes

Document Control Plan Yes

Configuration Management Plan Yes

Design Management Plan Yes

Construction Management Plan Yes

Construction Mitigation Plan Yes

ROD Mitigation Report & Quarterly Matrix Yes

Design Interface Management Plan Yes

Reliability Analysis Report Yes

System Assurance Program Plan Yes

Corrective Action Plan Yes

Public Information Plan Yes

Crisis Communication plan Yes

2.6 FRA New Starts Matrix The Concessionaire has been required to obtain FRA reviews and approvals in order to enter revenue service. These requirements are outlined in Attachment 7 of the CA. Specific requirements for the implementation of PTC have been reviewed and discussed at separate monthly coordination meetings. The FRA practices and procedures are recognized as industry standards or good industry practices for commuter rail projects similar to this project.

As shown in Figure 2-1, the FRA has provided RTD with a matrix Worksheet of FRA requirements, submittals, and documentation to be used as guidance for the Eagle P3 Project. The Worksheet contains 141 line items covering civil rights, grade crossings, environmental issues, rail vehicles, operating procedures, emergency preparedness, PTC, track and structures, signals and train control, and training and competency of operating staff. Monitoring the Worksheet has been the basis for much of the discussion at the monthly coordination meetings with FRA. The IE has attended all of these meetings and it has been apparent that the Concessionaire and RTD have followed the FRA’s protocols and fulfilled each of the matrix requirements. FRA approved the NWES project for revenue operations on July 21, 2016.


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Figure 2-1: FRA New Start Worksheet (example page)

As of the writing of this report, the only major requirement remaining is approval of the PTC Safety Plan as referenced above. This approval is not anticipated until late in 2017.

2.7 Pre-Revenue Operations With respect to PRO, the IE audited the following elements as required by the CA:

• Pre-Revenue Operations (PRO) Planning • Rule Book/SOPs • Maintenance staff in place and trained • Operations staff in place and trained • RTD Security staff in place and trained • Emergency Preparedness drills

2.7.1 PRO Planning The PRO work items conducted for the project generally suffice as good industry practice, as discussed below. The process departs somewhat from FTA protocols, but all the elements have been included, albeit organized differently. As tracked by the IE, PRO included PRO planning, the development of the relevant management plans, and training. Although the PRO process was different than typical for FTA-funded projects, it was within good industry practice in the opinion of the IE.

DTP did not prepare the typical PRO Plan or Rail Activation Plan documents. However, they did prepare a System Integration Test Plan (SITP), test procedures, schedules, and a 2-month look-ahead schedule for monitoring testing activities.


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2.7.2 Rule Book, SOPs, and Other Planning Documents Additional PRO planning documents prepared by DTP included:

1. Operating Plan 2. Service Plan 3. Rule Book 4. Standard Operating Procedures 5. Management and Administrative Plan 6. Human Resources Plan 7. Employee Conduct Standards 8. O&M Plan 9. Quality Management Plan (O&M phase) 10. Rolling Stock, Facility and Infrastructure Maintenance Plans 11. System Security Plan

As referenced above, all of these plans have been approved by FRA or FTA’s PMOC and fulfill good industry practice. All of the SIT has been performed by DTS with other PRO activities and training (as discussed in Section 7) conducted by DTO.

2.7.3 Rail Activation Planning The Rail Activation Plan took the form of the RTD Activation Committee Process, which was led by RTD and coordinated through monthly meetings. The attendees have included RTD staff, DTP, DTO, DTS, the PMOC, and the IE. The Eagle Activation Committee is responsible for coordinating and monitoring the Eagle P3 Project tasks/subtasks, staff assignments, and timelines as developed and approved by the RTD General Manager and Senior Leadership Team.

2.7.4 Training Fulfillment of training requirements is covered in detail in Section 7.

2.8 CH2M Independent Audit Workshops As an independent review, the IE conduct two workshops. Workshop #1 was conducted to audit the project design and project management elements of the program. Workshop #2 audited project construction. In both cases the purpose of the workshop was provide answers the following two questions.

1. Has the Project Design, Management and Construction been completed in accordance with good industry practice?

2. Does the Project Design, Management and Construction meet the requirements as defined by the Design Basis Manual, the CA and Attachments related to the specific disciplines?

Due to limited time and resources, this audit focused on Segment 2 of the East Corridor (EC2), which was considered representative of the entire Eagle P3 Project, including the NWES project. It also included the Commuter Rail Maintenance Facility (CRMF) and the Sandown Traction Power Substation that will be required for the operations of all three Eagle P3 Project corridors. The technical disciplines included in this audit are as follows:

1. Management 2. Safety and Security 3. Train Control 4. Track 5. Structures


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6. CRMF 7. Stations 8. Traction Electrification Systems (TES) 9. Communications 10. Operations and Maintenance (O&M) 11. Rolling Stock 12. Civil

The team consisted of 16 staff covering the disciplines evaluated. Draft and final reports were prepared by the IE and submitted to RTD and DTP for comments.

2.8.1 Results from Workshop #1 Table 2-2 documents the workshop team’s findings and conclusions. With the exception of some structural design packages, the workshop team concluded that the project design sufficiently follows good industry practice. It was found that some of the structural design packages did not meet AREMA requirements. This is consistent with an independent structural design review conducted by others.

Table 2-2: Findings and Conclusions of Workshop #1 – Project Design Discipline Represents ‘Good

Industry Practice” Meets DBM

Requirements Comments

1 Management Yes NA Documents fulfill industry standards based on FRA, FTA, APTA protocols, and the experience of the IE. Applicable documents have been approved by the FRA and FTA.

2 Safety and Security Yes Yes Design phase sign-offs are complete. S&S plans are based on FTA & APTA standards.

3 Train Control Yes Yes Typical of similar projects.

4 Track Yes Yes Design exceptions that exist have been reconciled with the appropriate DVRs. There are no safety concerns.

5 Structures No No The design does not meet AREMA standards. RTD will need to sign supporting DVRs or provide a contract amendment to satisfy “Meets DBM Requirements” criterion.

6 CRMF Yes Yes Typical of similar projects. Note the reviewer felt that the MOW storage area was smaller than ideal.

7 Stations Yes Yes Typical of similar projects.

8 TES Yes Yes Typical of similar projects. Reviewer noted that some DVRs were not found.

9 Communications Yes Yes Typical of similar projects. Reviewer noted that some DVRs were not found.

10 O&M Yes Yes O&M documents are typical of FRA projects.

11 Rolling Stock Yes Yes Rail car design is based on of an established and proven platform, operating in an FRA environment.

12 Civil Yes Yes Typical of similar projects


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2.8.2 Results from Workshop #2 As shown in Table 2-3, the workshop team concluded that the project has been constructed and operations training procedures sufficiently follow good industry practice.

Table 2-3: Findings and Conclusions of Workshop #2 – Construction and Operations Discipline Represents

“Good Industry Practice”

Meets DBM Requirements

Comments

1 Safety and Security

Yes Yes There has been continued progress in the S&S Certification program since Workshop #1. With only 47% of the construction certifications complete at the time of this workshop, it will be challenging for DTP to complete the process before the Revenue Service Date. The DTP S&S team is competent and is implementing the SSCP within industry standards.

2 Train Control Yes Yes The majority of SIT has been completed but the IE was unable to access the majority of the reports. All SIT reports need to be approved prior to the Performance Demonstration. Likewise, the Xorail Field Test Exceptions Log needs to be reconciled before Performance Demonstration. There is an issue with the timing of exit gates at several at-grade crossings that will need to be resolved quickly. DTO is aware of this issue.

3 Structures Yes Yes The vast majority of inspection reports confirm that the design has been implemented in the field. The IE found several CSL pier test anomalies that should be monitored. Other minor quality issues were found which also need to be monitored.

4 TES Yes Yes The TES system has been constructed as designed, and is within industry standards. Non-conformance Report 0826-E7N-151105 needs to be addressed and cleared.

5 Communications Yes Yes The COMM system has been constructed as designed, and is within industry standards. The IE was unable to find a comprehensive SIT. A ‘stress’ test be conducted to confirm that the COMM system can support the entire operation under worst case conditions.

6 O&M Yes Yes Operations and maintenance staff hiring and training appear to be progressing on schedule (although no updated progress reports were available at the time of the workshop). Approval of the Emergency Preparedness Plan by FRA and the hiring and training of the second on-board crew member remain challenges.

7 Rolling Stock Yes Yes

8 Civil and Infrastructure

Yes Yes The construction of civil infrastructure appears to have been performed in accordance with the design documents that were reviewed in Workshop I. Quality inspection and reporting during construction appear to have been conducted according with the project’s Quality Management Plan. There are still numerous infrastructure elements that need to be installed prior to the RSD.


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The conclusion from both Workshops 1 and 2 was that the project design, management and construction been completed in accordance with good industry practice and met the contract requirements as defined in the Design Basis Manual and the Agreement.

2.8.3 Annex 1 and 2 Deliverables Attachment 6 of the CA, Contract Data Requirements, identifies the list of items that the Concessionaire is required to submit. These items are catalogued in Annex 1 and Annex 2 and have been monitored by the IE during the lifecycle of the project. Many of these items, in particular the management and safety plan documents, were audited by the IE to determine general sufficiency for good industry practice. In the opinion of the IE, the documents pertaining to the NWES have been delivered according to the Agreement.

2.9 Conclusion Based on the CA, and as modified by Side Agreement #2, the Concessionaire has met the requirements to satisfy 28.2 (a) (i). The project has been completed within good industry practice, shown the Technical Capacity and Capability to build and operate the project, completed the appropriate management plans for directing the successful completion of the work, and fulfilled the requirements of the FRA and FTA. Further, the Concessionaire has demonstrated, and the IE has verified through independent workshop audits, that the project was designed and constructed, and is set up to be operated and maintained, as specified in the CA.

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3. Section 28.2 (a)(ii)(iv) - Verification and Demonstration

The purpose of the CCVM was to provide a tool that effectively manages the actions of DTP to verify compliance with the technical requirements of the Eagle P3 Project CA. The CCVM was used in conjunction with the System Testing and Commissioning Plan (STCP). DTP utilized the CCVM plan as the primary tool for managing the process that verifies and demonstrates compliance with the contract requirements.

The verification and demonstration requirements were specified in CA Attachment 7, Design, Construction, and Rolling Stock Requirements, Part D, Section 1. Verification encompass design, procurement, fabrication, assembly, construction, installation, inspection, integration, testing and commissioning. There were five methods for verification and demonstration of compliance with the CA technical requirements:

• Verification through Analysis • Verification through Inspection • Verification through Design Review • Verification through Testing and Commissioning • Verification through Certificate

As shown on Figure 3-1, the CCVM lists each requirement of the CA by technical discipline. Against each technical requirement, a series of verification methods were shown through the various stages of the project as applicable. Where the verification method was shown as a test, then the type of testing was also indicated, and the STCP reference included. The CCVM was restricted to the technical requirements in Attachment 7 of the CA, from Part A Section 5 through to and including Part C. As the project progressed, columns were added to incorporate more detailed requirements from the Design Basis Manual, CDRLs, applicable codes and standards, and RODs. A code scheme has been incorporated serve as an indicator for the status of each requirement. The same scheme was used to provide summary charts and graphs as identified in the CCVM SharePoint User Guide. The IE used the SharePoint site to review and complete each of the CCVM items for the NWES to audit completion for RRCC.

Figure 3-1: Partial CCVM Matrix Configuration

SECTION 3: SECTION 28.2 (A)(II)(IV) - VERIFICATION AND DEMONSTRATION

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During the completion of the CCVM audit, a matrix was prepared and updated each to reflect progress. This progress, summarized by technical discipline was included in the more comprehensive matrix INDEPENDENT ENGINEER SCOPE ITEMS for NWES CORRIDOR REVENUE READINESS, included in Appendix A of this report.

While it was the intent of the CCVM audit for all items to be completed prior to RSCC, it was stipulated in Side Agreement #2 that some items would not be verified and completed within the initial RSCC schedule. It was stipulated in the SLWSA that non-safety critical CCVM items were to be included on the NWES Punch List and tracked and completed through that process. All CCVM items determined as safety critical were completed prior to RSCC. (Note to reader: due to the delay of the RSCC resulting from FRA approval process for the one private at-grade crossings on the NWES, essentially all punch list items have been completed as of the publication of this report, October 2017.)

3.1 Conclusion The Concessionaire has completed the CCVM in accordance with Section 28.2 (a) (ii) and (iv). For the NWES, all of the CCVM line items have been completed and verified by the IE.

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4. Section 28.2 (a) (iii) – System Performance Demonstration

4.1 Introduction Completion of the System Performance Demonstration (SPD) initially followed the requirements of CA Section 28.2 (a) (iii), the System Performance Demonstration for the relevant Commuter Rail Service has been fully carried out; and (iv) during the System Performance Demonstration, the Availability Ratio (calculated on a daily basis for the duration of the relevant period) for such Commuter Rail Service is at least 95% for a consecutive 21-day period and at least 97% for a consecutive seven-day period within such 21-day period.

Prior to the SPD start, a set of requirements was established that included the following items:

• All staff are trained to perform the test • System Performance Demonstration Plan has been completed and approved by RTD • System Performance Demonstration Testing Procedures have been completed and approved by RTD • Format for daily and weekly reports have been completed and approved by RTD

The Concessionaire was not able to fulfill this contract requirement in time to meet the RSD of July 25, 2016. In response, RTD and DTP modified the CA, through executing Side Agreement #2 to allow opening day to proceed as originally planned without completion of SPD. In addition, Side Agreement #2 also waived the requirement for future completion of the SPD and fulfillment of all Availability Ratio metrics.

4.2 DTP Verification Side Agreement #2 waived DTP verification through SPD.

4.3 Conclusion As a result of Side Agreement #2, the completion of SPD, as defined in the CA, Section 28.2 (a) (iii), was waived as a contract requirement and is therefore not a criterion for the IE signature of the RRCC. (Note to reader: Since the RSD of July 25, 2016, the NWES project, B-Line, has performed well within the “availability” limits of the contract.)

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5. Section 28.2 (a)(v) – Permits and Approvals

5.1 Introduction Section 28.2 (a) (v) states that all permits required for the operation of such Commuter Rail project and such Commuter Rail Service have been obtained in final form and are not subject to appeal. A detailed list of permits required to fulfill the requirements of “all permits” is not defined in the Concession Agreement and has been interpreted by the IE to include those items identified in Table 5-1 below.

Table 5-1: Permits and Approvals for the NWES Category Comment

BNSF RR

• Submit letter stating completion Complete

• Joint RTD/BNSF inspection Complete

• Certificate stating Punch List items are completed Complete

• Submit Passenger Train EMP and Passenger Train Service Interruption and EMP documents

Complete

• Submit Weather Emergency Plan Complete

• Submit Operations Safety Manual Complete

• Submit as-built drawings (hard and electronic copies) Complete

UPRR

• No requirements in the NWES Corridor NA

Colorado PUC

• Crossing approvals (CR overpasses) Complete - due to no objections

FRA

• Constant time warning time at grade crossings Complete

The certificate for Punch List items was not completed on July 25, 2016 but is not considered to be critical to the RRCC. The FRA approval of constant warning time (CWT) performance at the one at-grade crossing on the NWES (B-Line), including removal of the flaggers was conditionally obtained on September 28, 2017.

5.2 Conclusion Based on the CA as modified by Side Agreement #2, the Concessionaire has met all the permit and approval requirements to satisfy 28.2 (a) (v).

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6. Section 28.2 (a)(vii) - Training Program is Complete

6.1 Introduction Section 28.2 (a) (vii) states that the IE is to verify that the Training Program has been completed in accordance with the requirements set out in Attachment 10 (O&M Specifications). Because having a qualified operation and maintenance staff is critical to safety and is a specified contract commitment, the IE audited DTO’s training program since December of 2015; when the Concessionaire began preparations for pre-revenue operations. The training program was also audited in CH2M’s two internal workshops.

DTO provided the IE with periodic updates on staffing and staff training, and in general, DTO’s staffing progress was on or ahead of schedule. The staff training process is an ongoing process as DTO has experienced staff turnover due to the robust employment market in the Denver metro area. Table 6-1 depicts the current status of staff training as of October 2017 for the A, B and G lines. As noted earlier, the B-Line has operated at the contract stipulated performance metrics (Availability Ratio of 95%) for over one year.

Table 6-1: Status of Training

Code Position Title/DescriptionQuantity per

Position Hired as of 10-6-2017

Quantity needed to operate & maintain East

NWES & Gold Lines

Hiring Status

Safety Sensitive Positions

Average Trained as of 9-

29-2017

Training Status NWES, East

Corridor

300-04 1 1 Complete Yes 100% Complete

300-05 5 4 Complete Yes 94% In-Progress





400-01A 1 1 Complete Yes 100% Complete





520-00A 1 1 Complete Yes 100% Complete



520-03 5 6 On Going Yes 74% In-Progress


540-02 6 7 On Going Yes 100% Complete

560-01 0 1 On Going Yes 100% Complete






DTO Trainings 91%

OCC Manager

OCC Supervisor

OCC Dispatcher

Transportation Supervisor

Train Operator

Chief Mechanical Officer

Deputy Chief Mechanical Officer

Vehicle Engineer

Vehicle Maintenance Supervisor

Vehicle Technician

Chief Engineer

Deputy Chief Engineer

Signal & Comm Supervisor

Signal Maintainer

Communication Technician

Traction Power Supervisor

Traction Power Tech

Track Supervisor

Track Inspector

Track Maintainer

Facilities Supervisor

Facility Maintainer

Security Officer

SECTION 3: SECTION 28.2 (A)(II)(IV) - VERIFICATION AND DEMONSTRATION

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6.2 Conclusion The Concessionaire met the training requirements to satisfy 28.2 (a) (vii).

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7. Section 28.2 (a) (viii) - Safety and Security Validation

7.1 Introduction Section 28.2 (a) (viii) states that the IE shall validate that the Concessionaire has fully implemented the Safety and Security Certification Plan with respect to such Commuter Rail Project and has submitted to RTD and the appropriate Relevant Authorities, in form and substance satisfactory to RTD and such Relevant Authorities, the relevant certificates of compliance and all other safety and security certification certificates or assessments with respect to such Commuter Rail Project together with all supporting documents.

The background information described below provides the basis from which the IE audited the process.

7.1.1 Organization and General Planning For DTP Safety and Security is managed by the Director of Safety and Security. For RTD, Safety and Security are under the direction of the acting Assistant General Manager – Safety, Security and Facilities and Chief of Police. The Concessionaire was responsible for construction safety and security functions until the Revenue Service Date (RSD). RTD monitored the safety and security activities of the Concessionaire through the Safety and Security Working Group (SSWG) throughout the design and construction of the project. After the RSD on July 25, 2016, DTO became responsible for safety and RTD assumed full responsibility for security and fare enforcement within the NWES. The organization of the S&S Process was typical for public transit projects and within the standards of good industry practice.

In addition to the SSCP process discussed below, the following S&S documents were produced during the original project initiation: Safety and Security Management Plan, System Security Plan, Emergency Preparedness Plan, Crisis Communication Plan, Construction Safety and Security Plan, Final Hazardous Analysis and Resolution Process, Operations Hazardous Analysis, Collision Hazard Analysis and Threat and Vulnerability Analysis. All of these plans were considered representative of those prepared for public transit projects and within good industry practice.

7.1.2 SSCP Process Per FTA guidance, “the SSCP is created for design certification and updated for construction certification, and after the start of construction for testing and start-up, training, PRO, and other safety and security certification requirements. The purpose of the DTP Safety and Security Certification Program, as stated therein “… to certify and document that steps have been taken to optimize the operational safety of the Eagle Project before it is placed into passenger carrying revenue service; to ensure that elements critical to safety and security were designed and constructed in compliance with federal, state, local and RTD’s agency safety and security requirements and the results of the hazard analyses, and to(ensure) A high level of public confidence in the safety of the RTD’s commuter rail system.”

The Safety and Security process had been developed to provide a positive method of documenting conformance to established program safety and security requirements. It begin during preliminary engineering and concluded with the Safety and Security Certification Verification Report signed by DTP and RTD that the project was ready to enter revenue service.

The key deliverables in the process were:

• Design Basis Manual which includes safety and security criteria

SECTION 7: SECTION 28.2 (A) (VIII) - SAFETY AND SECURITY VALIDATION

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• Safety and Security Certification Plan • Certifiable Items List (CIL) • Design Criteria Conformance Checklists (DCCCs) • Construction Specification Conformance Checklists (CSCCs) • System Integration Testing • Emergency Drills • Safety Open Items List • Certificate of Operational Conformance – B Line • Certificate of Performance Demonstration – B Line • Safety and Security Certification Verification Report (SSCVR)

7.2 Results of the IE Audit The Safety and Security process was audited in the two internal CH2M workshops referenced previously in this document. In both instances, the IE audit indicated that the outcomes of the process were within industry standards. As part of its monthly monitoring, the IE tracked the activities. As shown in Table 7-1 and supporting Tables 7-2 and 7-3, Safety and Security Certification is complete with 1 non-safety critical exception. A copy of the signed SSCVR Certificate is also provided in Figure 7-1.

7.3 Conclusion The Concessionaire demonstrated that their Safety and Security process followed their SSCP as required by 28.2 (a) (viii). As of the writing of this report<October 2017, only one Exception remains pertaining to lighting at the Westminster Station. An acceptable work-around has been implemented. The SSCVR has been signed by DTP and RTD.

Table 7-1: DTP Activities Audited Monthly by the IE Activity IE Comment

Organization Consistent with industry practice

SSCP Process Rev 4 of the SSCP has been followed by the concessionaire

CIL Consistent with industry practice. Very thorough process over 15,000 certifiable items.

Hazard Resolution Process Consistent with industry practice

ESSC Process The ESSC process was implemented as specified in the SSCP.

SSWG Process The SSWG process was implemented as specified in the SSCP.

Design Certificates of Completion 100% complete. Refer to Table 7.2.

Construction COCs 98.78% complete. Refer to Table 7.2.

CRV COCs 100% complete

Operational COCs 100% complete

Safety Open Items List 100% complete

Safety Critical Items List 100% complete

Fire/Life Safety Process 100% complete. Over 1,000 first responders trained.

COC of Operational Performance 100% complete

COC for the Performance Demonstration 100% complete

Emergency Preparedness Planning 100% complete

Operation Life Saver 100% complete

Safety and Security Certification Verification Report Complete and signed. 11 items remain as “Exceptions”. None are considered safety critical.


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Table 7-2: DTP Safety and Security Certification NWES

NWES DCCC Breakdown of Completion Applicable Verified % Complete COC ISSUEDCivil 109 109 100.00% 3 3

Track 83 83 100.00% 3 3Structures 128 128 100.00% 10 10

Retaining Walls 36 36 100.00% 2 2Stations 86 86 100.00% 1 1

Station Communications 28 28 100.00% 1 1

Train Control 195 195 100.00% 3 3

System Wide Electrical 14 14 100.00% 1 1Traction Electrification System 66 66 100.00% 1 1

Total 745 745 100.00% 125 125

NWES CSCC Breakdown of Completion Applicable Verified % Complete COC ISSUEDCivil 39 39 100.00% 3 3Track 86 86 100.00% 3 3

Structures 53 53 100.00% 6 6Retaining Walls 12 12 100.00% 2 2

Stations 41 41 100.00% 1 0

Station Communications 39 38 97.44% 1 0

Train Control 144 144 100.00% 6 6

System Wide Electrical 20 20 100.00% 2 2

Traction Electrification System 57 57 100.00% 2 2

Total 491 490 99.80% 26 24

FHLA 293 292 99.66% N/A N/A

CHA 178 177 99.44% N/A N/AGAP 36 36 100.00% N/A N/ATVA 561 561 100.00% N/A N/ATotal 1068 1066 99.81% N/A N/A

Hazard Analyses

Construction Specification Conformance Checklists

Design Criteria Conformance Checklists


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Table 7-3: DTP East Corridor Exceptions and Work-Arounds

ID No. Cross Ref. Description of Hazard/Action Item Source Responsibility StatusExpected

Completion DateResolution Workaround

16.509 STA.WEST.5.055

Exterior Location Minimum Foot- candles for the following areas:Station Platforms & Plaza Areas-5 minimum FCFare Vending Area-8 minimum FCAccess ways Pedestrian Tunnels & Pedestrian-5 minimum FCParking Lots & Vehicle Access ways-2 average FC

CSCCDTC

T. MarzolfOPEN 10/20/2017

Passing Photometric test results (permanent lighting)

Damaged light & ballast replacedAll frosted bulbs replaced with

proper bulb

Placed on the punchlist (DVR will close item)

SOIL for NWES (B Line)


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Figure 7-1: Final Safety and Security Certificate

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8. Section 28.2 (a) (ix) - Final Threat and Vulnerability Analysis

8.1 Introduction and Results Section 28.2 (a) (ix) states that the Final Threat and Vulnerability Analysis (TVA) has been completed by the Concessionaire and approved by the FTA and FRA. The IE found that the TVA process was within industry standards. As shown in Table 7-2 in the previous section, the Concessionaire identified 561 risk in its TVA. The mitigation for all 561 items was complete prior to the NWES RSD.

8.2 Conclusion The Concessionaire met the Threat and Vulnerability requirements needed to satisfy 28.2 (a) (ix).

9-1

9. Section 28.2 (a) (x) - Deficiencies and Non-Conformance Items

9.1 Introduction and Results Section 28.2 (a) (x) states that all deficiencies and non-compliance items (other than Punch List Items) identified by RTD have been corrected. RTD has identified Non-Conformance (NC) items through its Quality Control process. NCs are rated from 1 to 3, with category 1 and 2 considered most critical. RTD maintained a separate log of their NCs, which are presented at Quarterly Eagle P3 Project Quality Review meetings. The IE attended these meetings during the 12 months prior to the NWES RSD.

DTP has followed a parallel Quality Control process that catalogues Non-Conformance Reports (NCR) during inspections, testing, audits, surveillances, etc. when it is determined that the work being performed is not in accordance with project documents and specifications, or that the workmanship is not compliant with project requirements. When this occurred, DTP QA/QC personnel initiated an NCR. Each NCR was assigned an NCR number and placed into the NCR Log, which was organized to track, abate, and close out each item. The NCR Log was be reviewed with QA, QC, RTD at regularly scheduled intervals throughout the project implementation. The IE attended most of these meetings.

While all of the safety critical NC/NCR items, as determined by RTD and DTP, were closed out prior to the RSD, DTP was not able close out all of the NC/NCR items. Consequently, the remaining NC/NCR items were addressed in Side Agreement #2, which states that these remaining items would be included as Punch List items and thus were not a requirement for the RRCC. In the past 15 months all but two of the NC related items have been completed and the punch list items, which numbered in the hundreds at the time of the RSD, have been pared down to four as shown on Table 9-1.

9.2 Conclusion Based on Side Agreement #2, the Concessionaire met the requirements to satisfy 28.2 (a) (x).

SECTION 9: SECTION 28.2 (A) (X) - DEFICIENCIES AND NON-CONFORMANCE ITEMS

9-2

Table 9-1: RTD NCs Remaining at NWES RSD

Appendix A Independent Engineer Audit Scope Items

Appendix B Report Review Matrix

Appendix C Independent Engineer Progress Meetings

Appendix D Stipulation and Limited Waiver Side

Agreement

Appendix E Outstanding Requirements Notice

RSCC Exhibit B

Assessment No LeadAssessor Assessor LeadResponder Responder Project Contract Area Asset Date Performed

Date Approved Requirement Reference Result Evidence Disposition

Type Response Closed Reason Closed Date Status

CVI_mmillage~878 1 Mike Millage Nicholas Dial Matt Zoss Gary Hansen Eagle 18FH012 DTP PPP

Segment 8 NWES

24+62 to 146+50

Drainage 5/12/2014 5/12/2014(c) If existing drainage patterns and facilities are changed due to the Commuter Rail Network, the

Concessionaire shall design and construct a solution that does not adversely impact property owners outside the Commuter Rail Network right of way.

,Attachment 7 Design, Construction and Rolling Stock Requirements,Part B INFRASTRUCTURE REQUIREMENTS,4 CIVIL WORKS,4.4 Drainage,4.4.1.

General Drainage RequirementsNC-2

CDRL 7B-04.04.b_NWES-D-DG-002 shows a historic drainage flow pattern toward the S. Platte River. However, drainage flows have been concentrated to the bridge drains and splashblocks and have caused extensive ponding near the 711 Building. See attached photos. Per CA Attachment 7, please, construct a solution that does not adversely impact property owners outside the Commuter Rail Network right of way.

Repair

The Rock was removed a perforated pipe was installed and 4A Ballast rock waplaced in the trench. There was also a high point in the pan that was chipped dow

to allow for positive drainage. ------- History --------

Rev# : 1 Response :Survey data was collected to verify elevations. RFI 2636 was

submitted to HDR for direction on how and where to install a drainage pan for th

Awaiting Closure


Segment 8 NWES

24+62 to 146+50

Drainage 5/12/2014 5/12/2014(d) The Work shall include design and construction of a complete storm drainage system to intercept and remove surface runoff from the Eagle Project Sites, and maintain surface and channel flow through the

commuter rail right of way.



CDRL 7B-04.04.b_NWES-D-DG-002 shows a historic drainage flow pattern toward the S. Platte River. However, drainage flows have been concentrated to the bridge drains and splashblocks and have caused extensive ponding near the 711 Building. Per CA Attachment 7, please, design and construct a complete

drainage system to intercept and remove surface furnoff from the Eagle Project Site, and maintain surface anchannel flow through the commuter rail right of way.

Repair





Awaiting Closure


Segment 8 NWES

24+62 to 146+50

Drainage 5/12/2014 5/12/2014(e) The drainage facilities provided shall protect public safety, protect the commuter rail infrastructure, and

prevent flooding of adjacent public and private property above that currently experienced, in accordance with locally and regionally accepted engineering standards and practices, as modified by this Section.



CDRL 7B-04.04.b_NWES-D-DG-002 shows a historic drainage flow pattern toward the S. Platte River. However, drainage flows have been concentrated to the bridge drains and splashblocks and have caused

extensive ponding near the 711 Building. Per CA Attachment 7, please, construct a solution prevents flooding of adjacent public and private property above that currently experienced.

Repair





Awaiting Closure

ExportAssessmentResults-10_20_2017 B Line NCs and Punchlist.xlsx RTD CVI NCs 10/20/2017

CorridorDesign Package Segment

Work Area Item #

Date Opened Stationing/ Location Description Contractor

Responsible Field Engineer Discipline Jurisdiction Status Notes

NWES NW1 8 N8E 89 151007118+43 to 161+32, CRMF Yard Lighting and Ductbank with

Dynalectric

Global ‐ dividers in Electrical and Comm in all HH's. Rev1: South yard cleared only. Missing 1 divider near parking lot. AWR 09/15/17. Not complete West yard. AWR 10/10/17

Dynalectric Co. Rob Signorile Mech./Electric/Plumbing RTD QC to complete 4‐22‐15 ‐‐151007 3:26:57 PM‐‐ ahill.

NWES NW1 8 N8E 285 151204CRMF Conduit, Comm Cases & Security Cameras, Sta 124+00 to

146+00

GLOBAL ISSUES: HH divider fixation questioned by RTD. Rev1: South yard cleared only. AWR 09/15/17. Not complete 1 HH just North of station crossing. Not complete AWR 10/10/17

Dynalectric Co. Rob Signorile Stations RTD QC to complete7‐8‐15 FNW ‐‐151204 10:17:21 AM‐‐ fwalmer.

NWES NW1 8 N8E 779 170630 CRMF Building ‐ OCC

Live screen and TMDS falling out of synchronization. Issue previously documented in NNC‐0011‐CRMF‐160212 ‐ TMDS and overview screens don't match.

Xorail Xorail Systems RTD QC to complete

NWES NW1 8 N8E 780 170630 CRMF Building ‐ OCC

EC and DUS MOD TPMS testing not complete for OCC operation/indication. Related issue previously documented in NNC‐0038‐N8E‐160212 ‐ TPMS at OCC not showing all motor operated switches.

Xorail Xorail Systems RTD QC to complete

NWES NW1 8 N8C 380 160805N8C LV wayside Equipment‐68+25 to

101+68

BBRI‐367‐05‐382‐80+80 Pad mount Xfmr‐ need conduit bell end High Side

BBRI Jeryl Sandoval Systems RTD QA to observe7‐8‐16 ‐‐160805 ?2?:?06?:?24? ?PM‐‐jwood.

NWES NW3 19 N19L 205 171019Westminster Station Sta 291+30 to

313+92

Exterior Location Minimum Foot‐ candles for the following areas: Station Platforms & Plaza Areas‐5 minimum FC Fare Vending Area‐8 minimum FC Access ways Pedestrian Tunnels & Pedestrian‐5 minimum FC Parking Lots & Vehicle Access ways‐2 average FC Reference CDRL 7B‐09.06B. Temporary lighting at end of walkway. DVR for low light areas and hazard analysis being discussed.

DTC Gary Hansen Stations RTD QC to complete

ExportAssessmentResults-10_20_2017 B Line NCs and Punchlist.xlsx DTP Construction Punchlist 10/20/2017