16-09. FR2X Section 7 Warranty Agreement (Redline Old RFP).pdf

SECTION 7: WARRANTY

Addendum 1

September 12, 2025

February 2, 2026

Utah Department of Transportation 20253 / Project No. S-ST99(835)

Addendum 1 (September 12, 2025)February 2, 2026

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Table of Contents

Section 7: WARRANTY

Warranty Agreement

WR 1. Basic Warranty Provisions

WR 1.1 Warranty Requirements WR 1.1.1 Contractor Warranty WR 1.1.2 General Warranty WR 1.1.3 Carbody Structure WR 1.1.4 Major Subsystems WR 1.1.5 DMU Range WR 1.1.6 Extension of Warranty WR 1.2 Voiding of Warranty WR 1.2.1 Exceptions and Additions to Warranty WR 1.2.2 Reserved WR 1.2.3 Superior Warranty WR 1.2.4 Extended Warranty WR 1.2.5 Fleet Defects WR 1.3 Warranty of Spare Parts WR 1.4 Related Defects WR 1.4.1 In General WR 1.4.2 Contractor’s Responsibilities WR 1.4.3 Corrective Actions WR 1.4.4 Repair or Replacement Parts WR 1.4.5 Systemic Defects WR 1.4.6 Contractor Notification WR 1.4.7 Contractor Access WR 1.5 Latent Defects

WR 2. Repair Procedures

WR 2.1 Repair Performance WR 2.2 Repairs by the Contractor WR 2.3 Repairs by UTA WR 2.3.1 Parts Used WR 2.3.2 Contractor-Supplied Parts WR 2.3.3 Defective Component Return WR 2.3.4 Failure Analysis WR 2.3.5 Reimbursement for Labor and Other Related Costs WR 2.3.6 Reimbursement for Part WR 2.3.7 Reimbursement Requirements WR 2.4 Warranty After Replacement/Repairs WR 2.4.1 Warranty Processing Procedures WR 2.5 Forms WR 2.6 Return of Parts WR 2.7 Timeframe WR 2.8 Warranty Reimbursement

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WR 2.9 Dispute Resolution

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Warranty Agreement

This Warranty Agreement (the “Warranty Agreement”) is entered as of ______________, 20265 (the

“Effective Date”) by and between the Utah Transit Authority, a Utah public transit district (“UTA”), and

______________, a _______________ (the “Contractor”) as required by and in connection with the

Purchasing Contract for FrontRunner DMUs (Diesel Multiple Unit Commuter Rail Vehicles) (“DMU”) entered as of ____________, 2026 between the Contractor and the Utah Department of Transportation

(the “Department”) (the “Contract”) in order to provide for the warranty obligations required by the

Contract.

Recitals

a. The Contractor and the Department entered the Contract so the Department could purchase DMUs to be manufactured by the Contractor for UTA to accept, own, operate, and maintain, as further set forth in the Contract.

b. Under the Contract, the Contractor must provide warranties to UTA for the DMUs and for spare parts purchased by the Department on UTA’s behalf.

c. This Warranty Agreement is entered on the terms set forth herein in order to fulfill the

Contractor’s obligation under the Contract to provide warranties, and in order to provide such warranties directly to UTA, for the benefit of UTA and of the Department. This

Warranty Agreement is both a part of the Contract and an independent agreement between the Contractor and UTA.

d. Any breach of this Warranty Agreement shall be considered as a breach of the DMU

Contract actionable by both Department and UTA.

Agreement

THEREFORE, in consideration of the foregoing Recitals, which by this reference are incorporated herein, and on the terms and conditions set forth in this Warranty Agreement, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties hereby agree as follows:

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WR 1. Basic Warranty Provisions

Incorporation. The Contract is hereby incorporated into this Warranty Agreement to the full extent necessary to give full effect to all of the terms and conditions of this Warranty Agreement, including, but not limited to, the following: (i) UTA, as a third-party beneficiary of the Contract for purposes of enforcing this Warranty Agreement (as provided in GC 9.20 Third-Party Beneficiaries), shall have the right to enforce all provisions of the Contract that are necessary or desirable to give full effect to each term and condition of this Warranty Agreement; and (ii) the standards and obligations established in or pursuant to the Contract for the DMUs and Spare Parts apply with equal force to this Warranty

Agreement.

Department’s Status. The Department is a third-party beneficiary of this Warranty Agreement. The

Department’s rights include, but are not limited to, the following: the Department has the right to take all actions necessary or desirable under this Warranty Agreement to enforce the Warranty Agreement’s requirements and benefit from the Contractor’s obligations, whether or not UTA requests action by the

Department.

UTA’s Designated Representative. UTA shall designate a representative as the point of contact for all actions required by this Warranty Agreement.

Work Affecting Contract. To the extent that actions required by this Warranty Agreement make action necessary or desirable in connection with the Contract (such as by changing manufacturing processes to avoid incorporating fleet defects into DMUs that are under construction), the Contractor will take such actions, and such Work will be administered as part of the Contract.

Relation of Documents. In addition to any other matters set forth in this Warranty Agreement, the

Contract and this Warranty Agreement relate to each other as follows:

1. The terms capitalized in this Warranty Agreement have the same meaning as the terms capitalized in the Contract except where a term is specifically defined in this Warranty Agreement.

2. While this Warranty Agreement is an independent agreement, it is also one of the “Contract

Documents” as that term is defined in the Contract.

3. If there are references in this Warranty Agreement to Work that was performed before Final

Acceptance of a DMU or acceptance of Equipment is achieved, such reference is to Work that the

Contractor performed pursuant to the Contract, and such Work shall be as further set forth in the

Contract.

4. If there are references in this Warranty Agreement to Work that must be performed after Final

Acceptance of a DMU or acceptance of Equipment is achieved, such references are to Work that shall be performed pursuant to this Warranty Agreement.

WR 1.1 Warranty Requirements

WR 1.1.1 Contractor Warranty

The Contractor guarantees and warranties that all Work performed, and DMUs, Equipment and

Components furnished pursuant to the Contract shall meet the following requirements:

1. Conform to the Technical Specifications and other requirements of the Contract Documents;

2. Fulfill their design function and be fit for both their ordinary and intended purposes;

3. Be free from all Latent Defects;

4. Perform satisfactorily;

5. Be of good quality conforming to generally recognized industry standards;

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6. Be free of Defects in materials and workmanship;

7. Be consistent with applicable legal requirements; and

8. Be free from Related Defects.

All design, engineering, or other professional services will satisfy applicable professional standards of care and all materials and equipment furnished as part of the Work performed pursuant to the Contract will be new (unless otherwise specified in the Contract).

If UTA detects a condition that is not compliant with the Contractor’s warranties with respect to any

DMU within the applicable warranty period stated in this Warranty Agreement or the Contract, UTA will notify the Contractor after detection. The Contractor must attend and commence repairs as soon as is practical but no longer than twenty four (24) hours from receiving UTA’s notification of a Defect covered by the Warranty Agreement.

The Contractor shall redesign, repair, or replace the Defect or malfunction in a manner satisfactory to

UTA as soon as reasonably possible. The Contractor shall also perform such tests as UTA may require to verify that such redesign, repair, or replacement complies with the requirements of the Contract

Documents. In addition to other warranties that may be in effect, the Contractor warrants the redesigned, repaired, or replaced Work for a period of one year after the acceptance by UTA of the completed corrective Work. If other warranties are in effect with respect to the DMU, Equipment or Component requiring the corrective Work, their warranty periods shall also be suspended and will not recommence until completion of the corrective Work. All costs incidental to such corrective Work will be borne by the

Contractor.

As determined by UTA and to the extent practicable, UTA will allow the Contractor or its designated representative to perform the repair work. All repair work must be performed at a vehicle maintenance facility designated by UTA. At its discretion, UTA may perform warranty work if UTA determines the need to do so based on transit needs or other requirements. Any work so performed by UTA shall be reimbursed by the Contractor, including the cost of any force account labor supplied by UTA. If UTA performs the warranty-covered repairs, it may correct or repair the Defect and any Related Defects utilizing parts supplied by the Contractor. At its discretion, UTA may also use parts available from

UTA’s stock-on-hand if deemed in UTA’s best interest. UTA will submit reports of all repairs performed by UTA and covered by the warranty to the Contractor for reimbursement and replacement of parts. UTA will submit such reports on a periodic basis determined by UTA.

The Contractor shall obtain all Subcontractors', Suppliers', or other sub-manufacturers’ warranties in the name of UTA and shall deliver the same to UTA; provided, however, that the delivery of such

Subcontractors', Suppliers', or other sub-manufacturers' warranties will in no respect relieve the

Contractor of its obligations under the warranty provisions listed in the Contract Documents. Unless expressly waived in writing by UTA, no Subcontractors', Suppliers', or other sub-manufacturers' warranty will expire prior to the date of expiration of the warranty provided by the Contractor for such item under the Contract Documents. Nor will any Subcontractors', Suppliers', or other sub-manufacturers' warranty contain terms substantially different than as required under the Contract Documents. UTA, by accepting the Subcontractors', Suppliers', or other sub-manufacturers' warranties provided by the Contractor, in no respect waives any rights against the Contractor. Should there be a failure of the applicable Subcontractor, Supplier, or sub-manufacturer to honor the guarantee or warranty, UTA may, in its discretion, enforce any such rights against the Contractor.

UTA will not be required to perform unusual or extraordinary maintenance or overhauls to keep the warranties in effect. UTA will not be required to purchase Spare Parts or other replacement Components from a sole source if such Components are otherwise available from equal or superior sources.

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Nothing in the preceding provisions intends or implies that the Contractor shall be required to warranty items that do not perform satisfactorily because of abuse or lack of routine maintenance by UTA or from vandalism or accidents. However, failures resulting from want of routine maintenance which result from a want of training, technical support, parts delivery, manuals, catalogs and schemata, Special Tools, and other product support required and requested from the Contractor, will be the responsibility of the

Contractor and are eligible for repair under the provisions of the warranty.

Warranties in this document are in addition to any statutory remedies or warranties imposed on the

Contractor. Consistent with this requirement, the Contractor warrants and guarantees to UTA each complete

DMU and specific subsystems, Equipment and Components as follows in this Warranty.

Contractor and UTA shall hold a monthly warranty administration meeting starting at the commencement of the first Warranty and concluding when all Warranty periods are completed, including any Warranty extensions.

WR 1.1.2 General Warranty

The complete DMU shall be warranted to be free from Defects and Related Defects for two years unless a longer warranty period is specified elsewhere in this document. The warranty period with respect to each

DMU shall begin on the date of its Conditional Acceptance.

However, the warranty period for each of the following will begin on the later of: the date of their acceptance or the date when Contractor has remedied a Defect: the systems, subsystems, major assemblies, subassemblies, products, parts, apparatus, articles, other materials with the open items on the vehicle, and open items identified during the Conditional Acceptance inspection that require corrective action, or for which the Fleet Defects have been identified. After the general two-year warranty period has commenced, Sections WR 1.1.6 Extension of Warranty, WR 1.2.5 Fleet Defects, and WR 2.4 Warranty

After Replacement/Repairs concern additional warranties following repair or replacement of Defects. For clarity, if a Fleet Defect is identified prior to commencement of the warranty period, the warranty shall not commence until the Fleet Defect is cured as described herein. If a Fleet Defect is found after commencement of the warranty period, WR 1.2.5 Fleet Defects applies.

The Contractor’s warranties and guarantees will apply regardless of any lesser period of warranty provided by the contractor or Supplier of Components.

Any Conditional Acceptance for revenue service does not relieve the Contractor of the liability to correct

Defects as required by the Contract. The warranty is based on regular operation of the DMU under the operating conditions prevailing in UTA’s operating region.

WR 1.1.3 Carbody Structure

The carbody and underframe structure as defined in TS 3 Carbody Exterior, is warranted to be free from

Defects, and Related Defects for five years from the date of Conditional Acceptance of a DMU.

WR 1.1.4 Major Subsystems

The following major subsystems shall be warranted to be free from Defects and Related Defects for the period shown below from the date of Conditional Acceptance of a DMU (for each DMU, separately):

Item Years

Propulsion System 5

Brake System (excluding lining) 3

HVAC System 4

Drive Train 5

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Item Years

Destination Signs 3

Truck Structural Parts (frame and bolster): 5

Axles 5

Software and Firmware 5

Paint and Graphics (no fading or deterioration) 5

WR 1.1.5 DMU Range

Contractor warrants that each DMU will meet the range requirements specified in TS 2.17(4) for five (5) years from Conditional Acceptance of each DMU. If a DMU fails to meet the range requirements, Contractor shall perform such corrective Work, including the replacement of Components, necessary for the DMU to meet the range requirements.

WR 1.1.5WR 1.1.6 Extension of Warranty

If, during the warranty period, repairs or modifications on any DMU are made necessary by Defective design, materials or workmanship, UTA shall issue written notice to the Contractor. If repairs are not completed within 10 days of the notice, the warranty period will be suspended and shall not recommence running until such time that the repairs are fully completed and the warranty will be extended for that component on a day-for-day basis. If the repairs are not completed within 60 days, resulting in the DMU being unavailable for revenue service, liquidated damages will commence in accordance with SP 3.3.2, Liquidated Damages: Warranty, and will accrue on a day-for-day basis starting at Day 61 that the DMU is unavailable.

WR 1.2 Voiding of Warranty

The warranty shall not apply to the failure of any part or Component of the DMU that directly results from misuse, negligence, accident or repairs not conducted in accordance with the Contractor-provided maintenance manuals and with workmanship performed by adequately trained personnel in accordance with recognized standards of the industry. The warranty also shall be void if normal inspections and scheduled preventive maintenance procedures are not conducted substantially as recommended in the

Contractor’s maintenance manuals and if that omission caused the part or component failure. In any event the warranty shall not cover Defects or discrepancies caused by third parties, vandalism, or force majeure events, except for such Defects or discrepancies caused by the normal or foreseeable use of the DMUs.

UTA shall maintain documentation, reviewable by the Contractor, verifying service activities in conformance with the Contractor’s maintenance manuals.

WR 1.2.1 Exceptions and Additions to Warranty

The warranty shall not apply to the following items:

• Scheduled maintenance items;

• Items furnished by UTA; and

• Interior and exterior finishes, hoses, fittings and fabric due to normal wear and tear.

WR 1.2.2 Reserved

WR 1.2.3 Superior Warranty

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The Contractor shall pass on to UTA any warranty offered by a Supplier that is superior to that required herein. The Contractor shall provide a list to UTA noting the conditions and limitations of the Superior

Warranty not later than the start of production. The Contractor shall not be required to administer the

Superior Warranty except through mutual agreement between the parties.

WR 1.2.4 Extended Warranty

The following subsystems shall be warranted to be free from Defects and Related Defects for the number of years specified below:

• As listed in WR 1.1.3 Carbody Structure

• As listed in WR 1.1.4 Major Subsystems

• As listed in WR 1.1.5 DMU Range

WR 1.2.5 Fleet Defects

A Fleet Defect is defined as cumulative failures of ten (10) percent or more of the same Component, system, subsystem, major assembly, subassembly, product, part, apparatus, article, or other material in the same or similar applications where such items are covered by warranty. One hundred percent (100%) of such items identified under Fleet Defects, including those with an expired warranty, will be deemed to require an approved redesign, replacement, or adjustment under this warranty. A Fleet Defect shall apply only to the warranty period in WR 1.1.2 General Warranty, WR 1.1.3 Carbody Structure, WR 1.1.4 Major

Subsystems, WR 1.1.5 DMU Range, WR 1.1.6 Extension of Warranty, and WR 1.5 Latent Defects. When a Fleet Defect is declared, the remaining warranty stops on that Component, system, subsystem, major assembly, subassembly, product, part, apparatus, article, or other material. The warranty period does not restart until the Fleet Defect is corrected.

For the purpose of Fleet Defects, each option order shall be treated as a separate DMU fleet. In addition, should there be a change in a major Component within either the base order or an option order, the DMUs containing the new major Component shall become a separate DMU fleet for the purposes of Fleet

Defects.

The Contractor shall correct a Fleet Defect under the warranty provisions defined in WR 2 Repair

Procedures.

After correcting the Defect, UTA and the Contractor shall mutually agree to and the Contractor shall promptly undertake and complete a Work program reasonably designed to prevent the occurrence of the same Defect in all other DMUs including those with an expired warranty and Spare Parts purchased under the Contract. Where the specific Defect can be solely attributed to particular identifiable part(s), the Work program shall include redesign and/or replacement of only the Defectively designed and/or manufactured part(s). In all other cases, the Work program shall include inspection and/or correction of all of the DMUs in the fleet via a mutually agreed-to arrangement.

Defects classified as Fleet Defects shall be cured only by a Field Modification Instruction (FMI) approved by UTA. The FMI program must be organized to maximize configuration control, quality, safety, and speed of completion. The FMI program must also ensure that sufficient industrial engineering and

Components planning is available for each and every FMI to minimize downtime of the DMUs. The

Components, systems, subsystems, major assemblies, subassemblies, products, parts, apparatuses, articles, or other materials affected by the FMI shall have their warranty extended by one year from the date of completion of the FMI Work, or until the expiration of the previously effective warranty period, whichever is longer. Spare Parts and Components must be included in any FMI.

A Fleet Defect may be declared by UTA in the event of a safety-critical defect on as few as one DMU.

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WR 1.3 Warranty of Spare Parts

For any Spare Parts delivered to UTA in accordance with the Contract, the Contractor warrants the Spare

Parts to be free of Defects or Related Defects in material and workmanship for 12 months from acceptance of the Spare Part. In the event of a Defect or failure of the Spare Part, the Contractor shall make and implement any modifications, repairs, adjustments and/or replacements determined to be necessary by the Contractor to correct the Defective part. In the event of such modifications, repairs, adjustments and/or replacements of a part by the Contractor only, the remaining warranty period shall apply.

WR 1.4 Related Defects

WR 1.4.1 In General

If a Related Defect is identified within the applicable warranty period, the Contractor's obligations under this warranty shall extend through the remaining warranty period and any extended time period thereafter once the Defect is fully corrected.

WR 1.4.2 Contractor’s Responsibilities

Upon identification of a Related Defect, the Contractor shall:

1. Conduct a root cause analysis to confirm the relationship between the Defect and prior warranty repairs or systemic issues.

2. Notify UTA of the findings and provide a corrective action plan.

3. Repair or replace all affected Components, systems, or subsystems at the Contractor's expense, including all associated labor, materials, transportation, and testing costs.

WR 1.4.3 Corrective Actions

The Contractor shall ensure that corrective actions do not adversely affect other Components, systems, or the overall performance of the DMU.

WR 1.4.4 Repair or Replacement Parts

All repaired or replaced parts provided under this warranty shall be new or equivalent to new and meet the original equipment specifications.

WR 1.4.5 Systemic Defects

If a Related Defect is determined to be part of a systemic Defect affecting multiple DMUs or components, the Contractor shall:

• Notify UTA immediately upon discovery.

• Propose a fleet-wide corrective action plan.

• Perform necessary repairs or replacements on all affected DMUs at the Contractor’s expense.

WR 1.4.6 Contractor Notification

UTA shall notify the Contractor in writing of any suspected Related Defects as soon as practicable.

WR 1.4.7 Contractor Access

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UTA shall provide reasonable access to the DMUs for the Contractor to inspect, diagnose, and repair

Related Defects.

WR 1.5 Latent Defects

This Warranty Agreement does not exclude or obviate any Latent Defect claims which arise outside of the scope of warranty coverage. The Contractor shall be responsible for correcting any Latent Defects discovered within 5 years after the date of Final Completion. Latent Defects are those defects which were not reasonably discoverable during the inspection/acceptance process but are discovered afterward. UTA shall notify Contractor within 10 days of discovering the Latent Defect. Contractor shall repair the Latent

Defect in accordance with Contract specifications and to the satisfaction of UTA within 30 days of notification. If Latent Defects are not repaired within 30 days, or a time extension granted by UTA, UTA may, in its sole discretion, undertake to repair the item at Contractor’s expense. If the repairs are not completed within 60 days, resulting in the DMU being unavailable for revenue service, liquidated damages will commence in accordance with SP 3.3.2 Liquidated Damages: Warranty and will accrue on a day-for-day basis starting at Day 61 that the DMU is unavailable. Once a Latent Defect is discovered, acceptance of the item is considered to be revoked. Once repaired to UTA’s satisfaction, the discrepant item will be re-inspected and re-accepted. Once re-accepted, the repaired item falls under Section 2.4

Warranty After Replacement/Repair.

WR 2. Repair Procedures

WR 2.1 Repair Performance

The Contractor is responsible for all warranty-covered repair Work. Under normal circumstances, UTA will allow the Contractor or its designated representative to perform such Work. At its discretion, UTA may perform such Work if it determines it needs to do so, based on transit service or other requirements.

Such Work shall be reimbursed by the Contractor. If UTA finds it necessary to perform the Work due to

Contractor’s failure to respond in a timely manner in accordance with WR 2.2 Repairs by the Contractor, then the Work shall be warranted as described in WR 2.4 Warranty After Replacement/Repairs below.

WR 2.2 Repairs by the Contractor

If UTA detects a Defect within the warranty period, it shall notify the Contractor.

UTA will undertake initial diagnosis of the faults on DMUs whether they have been reported in service or discovered during preventative maintenance.

The Contractor must attend and commence repairs as soon as is practical but no longer than twenty four

(24) hours from receiving UTA’s notification of a Defect covered by this Warranty Agreement.

The Contractor must undertake all repairs of Defective Components.

Where UTA is unable to diagnose the Defect, then the Contractor must inspect the DMU and commence diagnosis and repair as soon as reasonably practical but no longer than twenty four (24) hours after notification.

The Contractor shall provide at its own expense all Spare Parts, Components, tools and special equipment required to complete repairs.

UTA shall make the DMU available in an appropriate place to complete repairs in a timely manner.

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At the time the Work is completed and the DMU is returned to service, the Contractor shall provide a written statement detailing the following:

1. The repairs made including evidence that the correct root cause of the Defect was identified.

Contractor’s diagnosis of the Defect shall include detailed descriptions of troubleshooting steps, testing and troubleshooting procedures used and results, and supporting information such as photos, measurements, fault logs, etc.;

2. Parts used;

3. Hours of labor expended including the names and job titles of the individuals who provided repair services;

4. Signature of Contractor’s representative;

5. Serial and versions numbers, if applicable; and

6. Completion date.

Refer to SP 10, Safety and Security Requirements, for policies to follow when performing work at UTA’s property.

Damages to UTA’s property caused by the Contractor, or its Subcontractors or Suppliers, while performing work shall be the sole responsibility of the Contractor and shall be corrected at the

Contractor’s expense.

WR 2.3 Repairs by UTA

WR 2.3.1 Parts Used

If UTA performs the warranty-covered repairs, it shall correct or repair the Defect and any Related

Defects utilizing parts supplied by the Contractor specifically for this repair. At its discretion, UTA may use Contractor-specified parts available from its own stock if deemed in its best interests.

WR 2.3.2 Contractor-Supplied Parts

UTA may require that the Contractor supply parts for warranty-covered repairs being performed by UTA.

The Contractor supplied warranty parts must be new and shall have the same form, fit, function and warranty as the replaced or repaired parts. The parts shall be shipped prepaid to UTA from any source selected by the Contractor within ten (10) days of receipt of the request for said parts and shall not be subject to an agency handling charge.

WR 2.3.3 Defective Component Return

The Contractor may request that warrantied parts replaced or removed be returned to the manufacturing plant. The freight costs for this action shall be paid by the Contractor. Materials shall be returned in accordance with the procedures outlined in WR 2.4.1 Warranty Processing Procedures.

WR 2.3.4 Failure Analysis

The Contractor shall provide a failure analysis of all Fleet Defect or safety-related parts, or major

Components, removed from DMUs under the terms of the warranty, that could affect fleet operation.

Such reports detailing the results of the failure analysis, shall be delivered within thirty (30) days of the receipt of failed parts.

WR 2.3.5 Reimbursement for Labor and Other Related Costs

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UTA shall be reimbursed by the Contractor for labor. The amount shall be determined by UTA for a qualified mechanic employed by UTA at an agreed hourly wage rate, which includes fringe benefits and overhead adjusted for UTA’s most recently published rate in effect at the time the Work is performed, plus the cost of retrieving the DMU if such action was necessary. These wage and fringe benefit rates shall not exceed the rates in effect in UTA’s maintenance facility at the time the Defect correction is made.

WR 2.3.6 Reimbursement for Part

UTA shall be reimbursed by the Contractor for Defective parts and for parts that must be replaced to correct the Defect. The reimbursement shall be at the current price at the time of repair and shall include taxes where applicable, plus fifteen (15) percent handling costs. Handling costs shall not be paid if the part is supplied by the Contractor and shipped to UTA.

WR 2.3.7 Reimbursement Requirements

The Contractor shall respond to UTA’s request for warranty reimbursement with an accept/reject decision including necessary failure analysis no later than thirty (30) days after UTA submits the request and

Defective part(s), when requested. Reimbursement for all accepted requests shall occur no later than sixty

(60) days from the date of acceptance of a valid request. UTA may dispute rejected requests or requests for which the Contractor did not reimburse the full amount. The parties agree to review disputed warranty requests during the following ninety (90) day period to reach an equitable decision to permit the disputed request to be resolved and closed. The parties also agree to review all requests at least once every ninety

(90) days throughout the entire warranty period to ensure that open requests are being tracked and properly dispositioned. Any disputes shall be resolved by following the Dispute Resolution Section in

WR 2.9.

WR 2.4 Warranty After Replacement/Repairs

If any Component, unit or subsystem is repaired, rebuilt or replaced by the Contractor, or by UTA because the Contractor did not respond in a timely manner in accordance with WR 2.2 Repairs by the

Contractor, or with the concurrence of the Contractor, then the Component, unit or subsystem shall have the longer of a one-time, one-year additional warranty from the replacement or repair of the Component, unit or subsystem, or the remainder of the unexpired warranty period of the Component, unit or subsystem. Repairs shall not be warranted if Contractor-provided or authorized parts are not used for the repair, unless the Contractor has failed to respond in accordance with the time period in WR 2.2 Repairs by the Contractor.

If an item is declared to be a Fleet Defect, then the warranty stops with the declaration of the Fleet Defect.

Once the Fleet Defect is corrected, the item(s) shall have the longer of one year or the remaining time of the original warranty. This remaining warranty period shall begin on the repair/replacement date for corrected items on each DMU if the repairs are completed by the Contractor or on the date the Contractor provides all parts to UTA.

WR 2.4.1 Warranty Processing Procedures

UTA will provide relevant information to the Contractor when requesting reimbursement for repairs undertaken by UTA, which may include, as necessary:

• Warranty repair claim number;

• DMU number;

• Section of DMU;

• Vehicle mileage at time of repair;

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• Date of failure;

• Date of repair;

• Acceptance/in-service date;

• Repair order number;

• Contractor part number and description;

• Component serial number, if applicable;

• Description of failure; and

• All costs associated with each failure/repair including (invoices may be required for third-party costs):

• DMU retrieval;

• Road calls;

• Labor;

• Materials;

• Rented equipment;

• Parts;

• Handling; and

• Troubleshooting time.

WR 2.5 Forms

UTA’s forms will be accepted by the Contractor if the pertinent information is included. Electronic submittal may be used if available between the Contractor and UTA.

WR 2.6 Return of Parts

When returning Defective parts to the Contractor, UTA shall tag each part with the following:

• DMU vehicle number;

• Section of DMU;

• Date of failure;

• Date of repair;

• Repair order number;

• Return material authorization number (RMA);

• Part number; and

• Part serial number (if available).

WR 2.7 Timeframe

Each warranty reimbursement request must be submitted no more than sixty (60) days after the expiration of the applicable warranty. All Defective parts must be returned to the Contractor, when requested, not more than 60 days from the date of request.

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The Contractor shall hold and preserve the Defective part as evidence if any dispute exists between

UTA and Contractor concerning whether the part is Defective and whether warranty work was required. In this circumstance, the Contractor shall

• make the part available for testing by UTA,

• notify UTA before any destructive testing is performed on the part, and

• allow UTA to observe such destructive testing.

WR 2.8 Warranty Reimbursement

Contractor shall submit requests for reimbursement to the following address:

WSRSC

900 N 500 W

Salt Lake City, UT 84116

WR 2.9 Dispute Resolution

If UTA and the Contractor have a dispute under this Warranty Agreement, they shall endeavor in good faith to reach resolution through mutually beneficial discussions at progressive levels of management in both organizations. The escalation table below shall be utilized. UTA will promptly give UDOT notice of any request for dispute resolution, and with reasonable advance notice, UDOT shall provide reasonable support to UTA and participate in any dispute resolution discussions, as needed. The following dispute resolution process shall be commenced within thirty (30) business days after a request for dispute resolution.

SUBMIT TO THIS MANAGEMENT LEVEL TIME TO RESOLVE

UTA Vehicle Procurement Project Manager and Contractor Project Manager

3 business days, unless otherwise agreed

UTA Director of Capital Design and Construction and Contractor Director of Operations

5 business days, unless otherwise agreed

UTA Chief Capital Services Officer and Contractor Division President

10 business days, unless otherwise agreed

UTA Executive Director and Contractor Company President 15 business days, unless otherwise agreed

If the dispute has not been resolved after exhaustion of the escalation ladder shown above, either UTA or

Contractor may refer the dispute to non-binding mediation by sending a written mediation request to the other. In the event that such a request is made, UTA and Contractor agree to participate in the mediation process. Non-binding mediation of disputes under the Warranty Agreement shall be conducted by a professional mediator that is mutually acceptable to and agreed upon by both UTA and Contractor (the

“Mediator”). UTA, Contractor, and the Mediator may join in the mediation any other party necessary for a mutually acceptable resolution of the dispute. The mediation procedure shall be determined by the

Mediator in consultation with UTA and Contractor. The fees and expenses of the Mediator shall be borne equally by UTA and Contractor.

If the dispute is not resolved within ninety days (90) after the commencement of mediation, or if no mediation has been commenced within one hundred and twenty (120) days of the date dispute arises, either UTA or Contractor may commence litigation to resolve the dispute. The exclusive forum for any such litigation is the Third District Court in and for Salt Lake County, Utah.

IN WITNESS WHEREOF, UTA and the Contractor have caused this Warranty Agreement to be executed by their duly authorized officers as of the Effective Date.

Section 7: WARRANTY Page | 16

UTAH TRANSIT AUTHORITY

By: _________________________________

Name: _______________________________

Title: ________________________________

Name: _______________________________

Title: ________________________________

UTA Legal Counsel

CONTRACTOR

By: _______________________________

Name: _____________________________

Title: ______________________________