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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by duly authorized representatives as of the day and year aforesaid.

CITY OF NASHUA/NTS

BY:
Mayor James Donchess Date

RIVIER UNIVERSITY

py: ern ree, VELA
(Print Name & Title)

Kbee, Fons LI SV dR

(Signature) Date

SERVICE AGREEMENT

This Agreement between The City of Nashua, a New Hampshire municipa! corporation, 229
Main Street, Nashua, NH 03061 ("CITY"), the Souhegan Valley Transportation
Collaborative, a New Hampshire nonprofit corporation, P.O. Box 753, Hollis, NH 03049
("SVTC") and Nashua Regional Planning Commission, a Regional Planning Commission
pursuant to RSA 36:45-53, as fiscal agent for SVTC and lead agency for the Region 7 Regional
Coordination Council for Community Transportation, 30 Temple Street, Suite 310, Nashua NH
03030 (“NRPC’).

WHEREAS: CITY operates the Nashua Transit System ("NTS") and has excess capacity to
provide Paratransit Services as described herein; and

WHEREAS: SVTC provides wheelchair accessible rides to non-emergency medical
appointments and to fulfill fundamental needs such as grocery shopping and essential personal
appointments to persons in need residing in any of the communities participating in the funding
of SVTC.

WHEREAS: CITY has been authorized by its Board of Aldermen and SVTC and NRPC have
been authorized by their respective Board of Directors to enter into this Agreement:

NOW, THEREFORE IT IS AGREED by and between the parties, as follows:
DEFINITIONS SECTION
“Paratransit Service” includes NTS vehicles, drivers, monthly service reporting, other reporting

as described in this Agreement and call center operations. Paratransit Service also includes
NTS transportation to and from, but is not limited to, the following for Qualified Riders:

o Healthcare appointments including but not limited to doctor visits, outpatient
services, counseling, laboratory visits, pharmacies and dialysis

© Social service appointments including SHARE, DHHS and SSA

© Municipal offices including Town Halls and local fibraries in the participating
towns

@ Local community dining locations in participating towns sponsored by St Joseph
Community Services

¢ Local senior activity locations including the Milford Area, Hollis and Brookline
Seniors, the Parkhurst Place Community Room, and the Nashua Senior Activity
Center and Nashua YMCA

a Rides are available for shopping as scheduling and space allow throughout the
SVTC communities and Nashua.

© Local Courts in any of the participating towns or Nashua

o Rides to most destinations in the Six Towns and Nashua will be accepted. Rides
to these other destinations and for shopping in Nashua and the Six Towns may
or may not be available on any given day due to availability in the daily schedule

o SVTC may submit written requests for modifications to scheduled service days or
destinations with 21 days’ notice to NTS operations

“Holidays” shall mean: independence Day, Labor Day, Thanksgiving Day, Day after
Thanksgiving, Christmas Day, New Year’s Day and Memorial Day.

“Participating Towns” shall mean Amherst, Brookline, Hollis. Milford, Mont Vernon, and Wilton,
New Hampshire.

“Qualified Rider” shall mean any person residing in a Participating Town who has submitted an
application and been approved for paratransit services. Individuals permanently residing in long-
term care facilities (i.e. nursing homes, assisted living) are, however, excluded from being a
“Qualified Rider.” Individuals admitted to rehabilitation centers in Participating Towns for short-
term rehab and who have previously used the Paratransit Service may continue to do so
provided all other transportation funding sources have been exhausted.

SECTION 1: SERVICES AND SERVICE AREA

11 CITY shall provide, through NTS, Paratransit Services for Qualified Riders subject to this
Agreement and the NTS terms and conditions of ridership within and to the boundaries of
Nashua, Amherst, Brookline, Hollis, Milford, Mont Vernon, and Wilton, New Hampshire.

1.2 CITY shall provide, through NTS, and SVTC shall purchase at the rate set forth in
Section 3.1, between 10 and 13 hours per day of scheduled Paratransit Service Monday
through Friday, excluding Holidays and the day after Thanksg!ving, for a monthly total of
schedule service hours equal to the number of service days in the month multiplied by 10-13
daily contracted hours of service (# of service days X daily contracted hours of service (10-13) =
total monthly contracted service hours).

To provide additional flexibility, SVTC will begin the contract at 12 hours of service per day, and
when NTS and SVTC determine that demand warrants an increase of hours (as service hours
are increased), then service will be billed at up to 13 hours per day. This determination must
happen by the 20th day of the month, to be effective on the 1“ of the following month. Likewise
service can change from up to 13 hours back to 12, 11. or 10 hours per day in the same
manner. The intent is not to make this change on a monthly basis, but rather to be sensitive to
changing demands placed on SVTC service.

© Qn occasion, relative to the day before or the day after a holiday, hours may be
redistributed but will not exceed the above stated language in Section 1.2. All changes
by SVTC in regards to holiday service must be transmitted in writing by SVTC to NTS at
least 8 weeks prior to select holidays or change in service.

o With the exception of the above bullet, at no time shall the monthly allotment of
contracted service hours be exceeded without just compensation to NTS.

c¢ ff the monthly allotment of schedule service hours are found to be in excess of monthly
contracted service hours, NTS will bill SVTC for each hour of overage at the rate set
forth in Section 3.1.

& CITY shall provide, through NTS, SVTC notice via phone or email on a monthly basis
when 80% of the total contract hours has been exceeded.

1.3. The hours of operation for service shall be Monday through Friday 8AM — 6PM including
travel time to/from the Nashua garage, excluding Holidays.

1.4 Any expansion or diminishment of Paratransit Services will require written agreement
from both CITY and SVTC, and may require changes to the amount of service hours purchased
and/or the hourly rate or both.

1.5 Applications.

Applications for Paratransit Services will include, as a separate page, a copy of the agreed upon
No Show and Cancellation Policy. Applications received by SVTC will be emailed or otherwise
delivered in hardcopy to a designated person at NTS. Applications received by NTS will be
emailed or otherwise delivered in hardcopy to a designated person at SVTC. Every effort will be
made by NTS to process applications as soon as possible, but processing may take up to 10
business days. In extreme circumstances, NTS will make every effort to process the application
expeditiously.

1.6 Reservations.

Reservations must be made two business days in advance and can be made Monday through
Friday, from 8 AM to 5PM. Requests must be submitted by end of business on Thursday for
rides scheduled on the following Monday. Business days do not include weekends or Holidays.

Healthcare related trips take priority over all other types of rides. When scheduling conflicts
arise, NTS will work with SVTC, to ensure rides are prioritized by senior citizens and those living
with a disability over rides reserved by other residents. The SVTC van cannot be back to
Nashua for any appointments prior to 10:00 am. All rides may be scheduled up to 2 weeks in
advance. There is a 30 minute pick-up window, which riders will be given upon scheduling a trip
The 30-minute pick-up window is included in the total trave! time. All reservation pick-up
windows are subject to change depending on the daily demand. If changes are required, all
passengers will be notified by 5pm the day before the Paratransit service is requested, unless
there are weather or emergency related changes necessitating a shorter timeframe.

Total Travel Time
Travel Times Amherst, Brookline, | Mont Vernon and Wilton
Hollis, and Milford
In-Town Trips 1 hour 1 hour
Out of Town Trips _ 1.5 hours 1.6 hours
To Nashua 1.5 hours 2 hours

Total Travel Time is the beginning of the 30 minute pick-up window to the appointment time.
Riders need to be ready and prompt as drivers are only allowed to wait 5 minutes for a
passenger to board the Paratransit. All riders may be dropped off within the beginning of the
window or the end of the total travel time (Rider should ensure that their destination will be open
during the allotted travel time frame.)

1.7 Shopping.

Shopping is available on weekdays, as agreed upon by SVTC and NTS, for Amherst, Brookline,
Hollis, Milford, Mont Vernon, and Wilton residents. A minimum of 1 hour is scheduled for
passengers(s) to complete shopping per destination. Due to safety and space limitations on
vehicles there is a 2 shopping bag limit per rider. Passengers must be able to manage their
shopping bags as NTS drivers are not able to assist.

Passengers must inform dispatch of their intent to bring an NTS approved cart when scheduling
aride. The use of an NTS approved shopping cart is on a space available basis. Ifa
passenger's cart cannot be accommodated, NTS will notify the passenger in advance. All
items must be contained within the NTS approved cart, properly controlled by the passenger,
and safely secured in the designated storage area.

1.8 Safety.

After prior approval from NTS Supervisors, which approval shall be at his or her sole discretion,
NTS drivers will go into driveways with safe turn around access. This is necessary to ensure
adequate space is available for Paratransit to turn around. {f NTS determines a driveway is
unsafe to enter, NTS will notify SVTC and the rider. Drivers are able to assist passengers in
boarding or disembarking safely from the Paratransit. As noted previously drivers cannot assist

with shopping bags.

When asked, drivers will assist passengers with securing seatbelts. Drivers will secure all
wheelchairs or scooters. Drivers will assist riders from and to origin and destination doors
unless the access way is not safe due to snow or ice or other unforeseen obstacles.

SVTC and NTS reserve the right to suspend service to a passenger when the safety of
passengers or driver is compromised.

1.9 No-Shows and Cancellations.
No-Show Policy:

No-Shows are defined as: rides not cancelled by the passenger or their representative at least
two (2) hours before the scheduled pick-up time and rides where the passenger does not board
the van to take a scheduled ride within 5 minutes of the van's arrival.

& 2° No-shows = NTS to call passenger and send reminder letter. The NTS
Mobility Manager or designee w.ll contact the passenger to discuss resolving any
barriers or constraints that may be causing the pattern of No-Shows.

o =/> 3% No-show = NTS will email SVTC with passenger name, address, phone
number, date of service, time of service, pick up and drop off locations along with
number of no-shows to SVTC.

o NTS and SVTC will coordinate any additional follow-up actions to be taken prior
to an actual suspension letter being sent to the passenger. NTS and SVTC will
make every effort to help the passenger resoive any barriers or constraints that
may be causing the pattern of No-Shows.

© A suspension due to a pattern or practice of No-Shows will be for 15 business
days of service.

© Any passenger that disagrees with the suspension may appeal the suspension to
SVTC.

Cancellation Policy.

All cancellations by SVTC passengers require a minimum of two (2} hour notice prior to the
pick up time, due to the amount of travel time for towns outside of Nashua, or they will be
considered a no show.

o Onacase-by-case basis, with extenuating circumstances, SVTC and NTS will
work with individual passengers on utilizing alternate transportation plans to
address unique needs.

o Any amendments or changes to passenger policies by NTS or SVTC will be
mutually agreed upon and communicated in writing to the other party in a timely
manner.

SECTION 2: TERM

This agreement shall be effective as of July 1, 2022 and shall terminate on June 30, 2023
unless terminated earlier by one of the parties, in which case, written notice of termination shall
be required no less than thirty (30) days prior to the proposed termination date. Upon
termination of this Agreement any and all property used in connection with this Agreement will
be promptly returned to the party hoiding title thereto.

SECTION 3: SVTC RATE, FARES AND PAYMENT
3.4 SVTC shali pay $53 per hour for contracted or scheduled Paratransit Service.

3.2 Fares.

Each one way ride is $2.00 per person. Personal Care Assistants ride at no cost while
accompanying a paid rider. Children age 5 and under ride free but must be accompanied by an
adult. Guest(s) are an additional $2.00 per person, and are treated as a separate rider. NTS
must be notified about the guest(s) when the ride is scheduled. Each SVTC Bus Fare Pass
provides 1 one-way ride free of charge to the passenger.

3.3 Billing and Payment.

SVTC is obligated to pay any Paratransit Fare fees accrued through the SVTC Free Bus Fare
Program on a quarterly basis. NTS will collect the SVTC Free Bus Fare Passes on a monthly
basis for pick-up by SVTC.

NTS shall submit quarterly bills for the Purchase of Paratransit Services and the Free Bus Fare
Program rides to NRPC,

NRPC will review the Purchase of Paratransit Service bill and request approval by SVTC and
submit to NHDOT. Upon approval by SVTC, NRPC will submit the quarterly Purchase of
Paratransit Services invoice to NHDOT for payment. Once payment is received from NHDOT,
NRPC will release the payment to NTS.

NRPC will send the NTS Free Bus Fare Program bill to SVTC for review and approval. Once
approved, NRPC, acting as SVTC's fiscal agent, will release payment to NTS. In the event that
SVTC assumes financial management of its resources, SVTC will release said payment to NTS

3.4 SVTC may conduct service and financial audits for services operated with any funding
from SVTC.

SECTION 4: CITY RESPONSIBILITY

4.1 The CITY shail provide reasonable financial and operational data to SVTC with respect
to all transportation services, as requested from time to time.

4.2 In performing hereunder, CITY shall comply with ail applicable laws, ordinances,
regulations and codes of the federal, state and local governments.

4.3 Interruption of Service/Non-Performance

CITY and NTS shali not be tn default of any provisions of this Agreement for failure to perform
where such failure is due to strikes, waik-outs, civil insurrections or disorders, order of civil
authorities, shortages of motor fuel or equipment, significant funding reductions, acts of God, or
for any other cause or causes beyond the control of CITY or NTS.

SECTION 5;

5.1 Records.

i) The Federal Transit Administration (FTA), the NHDOT, the Comptroller General of the
United States, or any designee shall have access to any books, documents, papers and
records which are pertinent to this Agreement for the purpose of making audit,
examination, excerpts and transcr'ptions,

it} NTS will provide a ridership information report to SVTC for each month that Paratransit
Service is provided. Substantive modifications to the content or format of the report as
developed between 2008 and 2023 will be mutually agreed to in writing by SVTC and
NTS.

it} From time to time, additional information may be needed for such things as securing
funding and meeting grant requirements. SVTC and NTS will review these requirements
in advance to arrive at a mutually agreed upon dataset and timeframe.

iv) NTS shall provide the Hours-Miles-Mobility-Denial report to NRPC on a quarterly basis.

v) NTS shall provide an updated copy of the client list upon request to SVTC but not more
than four tmes per calendar year.

5.2. Covenant Against Contingent Fees.

Both parties warrant that no person has been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a commission, percentage, brokerage or
contingent fee; and that no member of Congress, CITY Board, the SVTC Board or any
employee of CITY or SVTC, has any interest, financially or otherwise, in this Agreement.

5.3 Alteration in Character of Work. Minor alterations in the character of work shail be
authorized in writing by SVTC and acknowledged by CITY by letter.

5.4 Termination

SVTC and CITY hereby agree to full performance of the covenants and obligations contained
herein, except that each reserves the right, at its option and sole discretion, to terminate the
service provided for in this Agreement, or any portion thereof. Termination of this Agreement
may be at any time and for any reason, with or without cause, upon providing thirty (30)
calendar days prior written notice. Termination shall be effected by delivery of a Notice of
Termination specifying the extent to which performance of work under the Agreement is
terminated, and the date upon which such termination becomes effective. Upon termination,
CITY shall calculate actual expenses incurred up to and including the date of termination
together with any penalty or costs imposed by other funding sources or contracts and any costs
attributing to Section 13(c) of the Federal Transit Act of 1964, as amended, the total of which is
hereinafter referred to as "termination costs.” If SVTC has paid CITY sums in excess of the
termination costs, CITY shall refund the excess; if SVTC has paid CITY an amount less than the
termination costs, then SVTC shall pay to CITY an amount equal to the difference between the

termination costs and the amount that SVTC has already paid under this Agreement within thirty
(30) days

5.5 Additional Work.
Additional work, when authorized by executed contract change order or supplement agreement,
shall be compensated for by a fee, mutually agreed upon by CITY and SVTC.

5.6 Successors and Assigns.

This Agreement shall not be assignable, except at the written consent of the parties hereto; and
it shall extend to and be binding upon the heirs, executors, administrators, successors and
assigns of the parties hereto

57 Title Vi Assurances

The parties hereby agree thai as a condition of this Agreement, they will comply with Title VI of
the Civil Rights Act of 1964, and all requirements imposed by or pursuant to Title 49, Code of
Federal Regulations, Department of Transportation, to the end that no person in the United
States shall, on the grounds of race, color, sex or national origin be subjected to discrimination
under any program or activity that receives federal assistance from the Department of
Transportation, including the Federal Transit Adm nistration

5.8 Civil Rights

The parties agree that as a condition of th:s Agreement they will each comply with all applicable
civil rights laws and regulations, in accordance with applicable Federal directives, except to the
extent that the Federal government determines otherwise in writing, as such civil rights laws and
regulations may be amended from time to time

SECTION 6: INDEMNIFICATION

Each party to this Agreement agrees to defend, indemnify, save and hold harmless the other
(and each of their respective directors, officers, agents and employees) from and against all
liabilities, suits, obligations, claims, demands, damages, fines, costs and expenses (including
reasonable attorney's fees) arising under this Agreement to the extent that such are aitributable,
directly or indirectly, to the indemnifying party's negligence, error, omission or intentional act. An
indemnifying party's negligence, error, omission or intentional act, as that phrase is used herein,
includes the negligence, error, omission or intentional act of its officers, agents and employees.
This provision shall survive the termination of this Agreement.

SECTION 7: AMENDMENT

This Agreement may be amended in whole or in part by written agreement of the parties.
SECTION 8: RELATIONSHIP OF PARTIES

Each party to this Agreement shall act in its individual capacity and not as an agent, employee,
partner, joint venturer, associate, or any other representative capacity of the other. Each party

shall be solely and entirely responsible far its acts or the acts of its agents and employees
during the performance of this Agreement.

SECTION 9: INTEGRATION

This agreement represents the entire agreement of the parties with respect to the subject matter
hereof, and all agreements entered into prior hereto with respect to the subject matter hereof
are revoked and superseded by this Agreement, and no representations, warranties,
inducements or oral agreements have been made by any of the parties except as expressly set
forth herein, or in other contemporaneous written agreements. This Agreement may not be
changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt
at oral modification of this Agreement shall be void and of no effect.

SECTION 10: CHOICE OF LAW

This Agreement shall be interpreted and enforced in accordance with the laws of the State of
New Hampshire, excluding any choice of law or conflicts of law rules that would result in the
application of the laws of a different jurisdiction.

SECTION 11: SEVERABILITY

If any provision of this Agreement is declared void or unenforceable, such provision shall be
deemed severed from this Agreement, which shall otherwise remain in full force and effect.

SECTION 12: WAIVER

Failure of any party to exercise any right or option arising out of a breach of this Agreement
shall not be deemed a waiver of any right or option with respect to any subsequent or different
breach, or the continuance of any existing breach.

SECTION 13: COUNTERPARTS

This Agreement may be executed in any number of counterparts, all such counterparts
shall be deemed to constitute one and the same instrument, and each of said counterparts
shall be deemed an original hereof.

SECTION 14: CAPTIONS

Captions and section heading used herein are for convenience only and are not a part of
this Agreement and shall not be deemed to limit or alter any provisions hereof and shall
not be deemed relevant in construing this Agreement.

SECTION 15: NOTICES

Any notice, consent or other communication ("Notice") required or permitted under this
Agreement shall be in writing and either delivered in person, sent by electronic mail (email),sent
by facsimile transmission, deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, or deposited with any commercial air courier or express
service addressed as follows: