5-03. FR2X Section 1 Cover Agreement.pdf

SECTION 1: PURCHASING CONTRACT

FOR FRONTRUNNER DMUS

(DIESEL MULTIPLE UNIT COMMUTER RAIL VEHICLES)

JULY 1, 2025

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

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SECTION 1: PURCHASING CONTRACT FOR FRONTRUNNER DMUs

(DIESEL MULTIPLE UNIT COMMUTER RAIL VEHICLES)

THIS PURCHASING CONTRACT FOR FRONTRUNNER DMUs (the “Contract”) is entered into and made effective as of _____________, 2025 (the “Effective Date”) by and between the UTAH DEPARTMENT OF TRANSPORTATION, a public agency organized under the laws of the State of Utah (the “Department”) and [CONTRACTOR] (the “Contractor”).

RECITALS

WHEREAS, pursuant to Utah Code §§ 17B-2a-804 and 72-1-202, as amended and supplemented from time to time, the Department is given oversight and supervisory responsibility for constructing fixed guideway capital development projects when they include state funding, and as provided in Utah law, the Utah Transit Authority (“UTA”) has responsibility to own, operate, and maintain such fixed guideway systems; and WHEREAS, the Department’s responsibilities for fixed guideway capital development projects include purchasing diesel multiple unit commuter rail vehicles (each a “DMU”) and associated work as specified in this Contract (collectively the “Project”) for use in connection with the Department’s work to strategically double track commuter rail lines that are a part of UTA’s FrontRunner system; and WHEREAS, the Department works collaboratively with UTA in connection with fixed guideway capital development projects so that UTA can communicate UTA’s objectives, requirements, and decisions as the system owner and operator to the Department, but the Department is responsible to contract for the development work; and WHEREAS, UDOT issued a Request for Proposals to solicit competitive proposals to perform the Project as described in this Contract, and after receiving proposals, the Department determined that the Contractor’s proposal was the most advantageous to the Department and determined to award this Contract to perform the Project to the Contractor on the terms, conditions and specifications stated in this Contract; and

WHEREAS, the Contractor represents that it has the requisite skill and expertise and is willing and able to perform all Work (as defined in this Contract) in compliance with the terms, conditions, and specifications of this Contract.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference are incorporated herein, and the mutual covenants, terms and conditions hereafter set forth, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties hereby agreed as follows:

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1. THE CONTRACT

a. The Contract. The Contract is the complete set of written terms between the

Department and the Contractor, and the Contract includes and hereby incorporates the following documents:

i. Section 1: The Cover Agreement, which is this document containing the execution signatures of the parties and the following attachments:

(1) Exhibit A: General Description of the Work

(2) Exhibit B: Contract Price

ii. Section 2: State of Utah Standard Terms and Conditions

iii. Section 3: General Conditions (“GC”)

iv. Section 4: Special Provisions (“SP”)

v. Section 5: Federal Clauses

vi. Section 6: Technical Specifications (“TS”)

vii. Section 7: The Warranty Agreement (which is part of the Contract Documents, and which as a requirement of this Contract, the Contractor also must enter directly with UTA using the Warranty Agreement that is a part of the Contract Documents)

viii. The Contractor’s Proposal as accepted by the Department and to the extent it is consistent with the Contract, and the Department’s Request for Proposals

ix. All accepted Drawings and Specifications

b. Defined Terms. Capitalized terms in the Contract are defined and will be interpreted as stated in GC 1.1 Definitions.

c. Order of Precedence. In the event of a direct, irreconcilable conflict between the terms of different Contract Documents (as modified from time to time by the parties by Change Order or other modification), the Contract Documents shall take precedence in the following order (documents listed higher take precedence over documents listed lower):

i. Federal Clauses

ii. The Cover Agreement and the State of Utah Standard Terms and Conditions

iii. General Conditions

iv. Special Provisions

v. Technical Specifications

vi. vi. Accepted Specifications

vii. Accepted Drawings

viii. The Contractor’s Proposal as accepted by the Department and to the extent it is consistent with the Contract, and the Department’s Request for Proposals

ix. The Warranty Agreement

2. CONTRACTOR TO PERFORM WORK

Contractor hereby agrees to perform the Work in accordance with and under the terms stated in the Contract for the compensation stated in the Contract.

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3. TERM

This Contract shall commence as of the Effective Date. Thereafter this Contract shall remain in full force and effect in accordance with the terms and conditions of the Contract Documents.

4. LAWS AND REGULATIONS

Contractor and any and all Work performed under the Contract will comply fully with all applicable federal and state laws and regulations, including but not limited to those related to safety and environmental protection. Contractor shall also comply with all applicable licensure and certification requirements.

5. INSURANCE AND BONDING REQUIREMENTS

Contractor shall at all times comply with the insurance, bonding, and other performance security requirements in Section 5 Performance Security/Insurance of the Special Provisions.

6. WARRANTY OBLIGATION

Contractor agrees that in addition to other warranties that may apply, the Warranty Agreement attached as Section 7 of the Contract Documents is part of this Contract, and the Contractor will also execute the Warranty Agreement directly with UTA.

7. NOTICES OR DEMANDS

Any party may give a written notice under this Contract by delivering it to the following physical address (an email may be used in addition as a courtesy), and notice is effective upon delivery when delivered by hand or by overnight delivery service with confirmation of delivery (or, if placed in the U.S. mail, notice is effective three days after such notice receives a postmark):

To UDOT:

UDOT

4501 South 2700 West Box 143600 Salt Lake City, UT 84114-3600 Attention: Transit Project Director

With a copy to:

Assistant Attorney General (UDOT) 4501 South 2700 West Box 148455 Salt Lake City, UT 84114

To ___:

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IN WITNESS WHEREOF, the Parties hereto have caused the Contract to be executed by their officers duly authorized as of the Effective Date.

UTAH DEPARTMENT OF

TRANSPORTATION

By: _________________________________

Name: _______________________________

Title: ________________________________

By: _________________________________ Department Legal Counsel

CONTRACTOR

By: _______________________________

Name: _____________________________

Title: ______________________________

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Exhibit A: Scope of Work The Work shall include:

a. Base Order:

A base quantity of ten (10) DMUs and associated Work such as spare parts, training materials, parts and maintenance manuals, special tools, and diagnostic equipment as described in the Contract Documents;

b. Options:

1) Option for up to forty (40) additional DMUs and associated Work as described in the Contract Documents, if exercised in the sole discretion of the Department;

2) Option for DMU Operation Training Simulator.

The Work includes the designing, manufacturing, testing, furnishing, delivery, and performance testing of the DMUs as further described in the Contract Documents. The Work shall include the Contractor using its skill, experience, and ingenuity in completing the end work product for, DMUs and all other Work performed, and in meeting the requirements of the Contract. Technical Specifications and other technical information that may be supplied by the Department or by UTA, whether or not designated as a performance or design specification, are intended as performance specifications and do not create any implied or express warranty of the Department or of UTA.

The Work shall also include delivery of data, manuals, software, hardware, drawings, training and support services, spare parts, special tools, and test equipment, which shall be delivered as specified in the Contract Documents. The Contractor is responsible for the design and integration of all vehicle systems such that all specified requirements are achieved without conflict or error within or between systems. It shall be the Contractor’s responsibility that all managers, engineers, designers, suppliers and subcontractors are informed of all specified requirements and that appropriate engineering management tools are utilized so that coordination and communication occurs between the designers of interrelated systems.

The Contractor is responsible for the selection, application and integration of equipment and materials as necessary to conform to the specified requirements. All equipment provided under the Contract shall be new. Rebuilt or refurbished equipment is prohibited. New equipment damaged during execution of the Contract may be restored to new condition only where approved by the Department on a case-by-case basis, and all restorations shall be performed by the original equipment manufacturer. The Contractor shall produce, assemble, furnish, deliver, inspect, and test the DMUs according to the requirements of the Contract Documents. The Contractor shall assume responsibility for the proper integration and interoperability of all components, systems, subsystems, major assemblies, subassemblies, products, parts, apparatuses, articles, and other materials.

The Contractor shall provide all supervision, labor, materials, tools, plants, equipment, machinery, testing apparatuses, delivery, training, technical support, licenses of software and other proprietary technology, and any other elements necessary to furnish the DMUs. The Contractor shall be solely responsible for planning and implementing the means, methods, techniques, sequences, and procedures necessary to provide the DMUs. The Contractor shall perform all Work, other than professional services, in a good and workmanlike manner and in accordance with any and all higher standards of skill and care, such as industry best practices. All professional services must be performed, at a minimum, with that degree of skill and care normally exercised by reasonably prudent professionals in that discipline under the same or similar circumstances.

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Exhibit B: Price Sheet/Schedule of Prices