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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 travel 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 Spm the day before the demand response service is
requested, unless there are weather or emergency related changes necessitating a shoster
timeframe.

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 van. 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.)

Qualified Riders cannot make same day changes to their reservations (i.e. Pick-up/Drop-
off locations, scheduled times, etc.).

SPECIAL CONDITIONS

A. The Provider reserves the right to deny service and/or require personal care attendants
for any clients whom the Provider feels may be a risk to themselves, other passengers
or the driver.

B. The Provider will be closed on the following holidays:

Independence Day, Labor Day, Thanksgiving Day, Christmas Day, New Year's Day,
Memorial Day

COMPENSATION

A, The Town agrees to pay the Provider $44.04 per hour for Demand Response
service. This service will cost the Town half of the actual cost of service per hour,
due to the 50% federal subsidy and passenger farebox payments. The Town has
agreed to a total of 423.5 hours of available service, with an estimated Farebox
Revenue of $2,500 for a total billable cost of $16,149. (see table below).

Hudson Cost per Available Annual Cost | Estimated Farebox | Cost for FY23
Hour Hours of Service Revenue
$ 44.04 423.5 $18,649 $2,500 $ 16,149
B. The Qualified Rider will pay the following passenger farebox rates per one-way
ride:
One-Way Destination
Farebox Rates Nashua Hudson Merrimack
Hudson Origin $5.50 $3.50 $7.50
Ride

10.

11.

C. The Provider shall invoice the Town for transportation services at the rate specified
in this agreement on an annual basis. The Town shall reimburse the Provider at the
agreed rate upon invoice and not to exceed 30 days. Checks shall be made payable

to: Nashua Transit System.

D. At the time that the Town expends 80% of 423.5 Service Hours, the Provider will
issue a letter to the Town stating it has reached the 80% point and has 20% or 85
service hours remaining on the contract. If the Town and Provider agree that the
remaining service hours in the contract will not be sufficient, the Town has the
option to pay the Provider for additional services hours at the same rates as
described herein. If the Town expends 423.5 service hours and chooses not to pay
for additional services hours, the Provider will curtail services once a total of 423.5
service hours has been reached. In the event all service hours are not used at the
termination of this Agreement, the Provider shall keep all payments from Town and
the Town is not entitled to any refund.

RELATIONSHIP

The Provider is an independent contractor and no employee-employer relationship exists
between the Provider and the Town. Drivers and employees of the Provider are not subject
to the control or supervision of the Town.

INDEMNITY

To the extent of its liability insurance coverage, the Provider agrees to indemnify the Town
from any and all personal injury and property damage claims which may result from the
Provider's negligent operation of its motor vehicles. The Provider shall provide the Town
proof of insurance upon request.

TITLE VI ASSURANCES

The parties hereby agree that 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 Administration.

CIVIL RIGHTS

The parties agree that as a condition of this 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.

12.

13.

14.

15,

EARLY TERMINATION

This agreement may be terminated at any time with the mutual consent of the Provider and
the Town, and it may be terminated unilaterally by either party upon thirty (30) days written
notice to the other.

AMENDMENTS.

This agreement may be amended or modified anytime with the mutual consent of the
Provider and the Town. Amendments shall be in writing and in an instrument of equal
dignity with this agreement.

COMMUNICATIONS.

The mailing address of the Provider is:
Nashua Transit System

1] Riverside St.

Nashua NH, 03062

and its telephone number is:
(603) 880-0100

The contact person is:
Camille Correa, Transportation Administrator

The mailing address of the Town is:
Town of Hudson

21 School Street

Hudson, NH 03051

and its telephone number is:

(603) 886-6024

The contact person for the Town is:
Stephen A. Malizia - Town Administrator

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. Any claim or action brought
relating to this agreement, the work performed or contracted to be performed thereunder,
or referable in anyway thereto shall be brought in Hillsborough County (New Hampshire)
Superior Court Southern Judicial District or in the New Hampshire 9" Circuit Court —
Nashua and not elsewhere.

18.

16

17.

. NO DAMAGES FOR DELAY

No payment, compensation, or adjustment of any kind shall be made to Town for damages
because of hindrances or delays in the performance of Provider under this Agreement from
any cause.

ASSIGNMENT. TRANSFER. DELEGATION. OR SUBCONTRACTING

Town and Provider shall not assign, transfer, delegate, or subcontract any rights,
obligations, or duties under this agreement without the prior written consent of the other
party. Any such assignment, transfer, delegation, or subcontracting without the prior
written consent of the other party is void. Consent shall not be unreasonably withheld.
Consent to any assignment, transfer, delegation, or subcontracting shall only apply to the
incidents expressed and provided for in the written consent and shall not be deemed to be
a consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall
incorporate all terms and conditions set forth in this agreement, including any incorporated
exhibits and written amendments or modifications. Subject to the foregoing provisions,
the contract inures to the benefit of, and is binding upon, the successors and assigns of the
parties,

ENTIRE AGREEMENT

These terms of this agreement constitute the entire agreement between the Provider and the
Town, and there are no contemporancous oral agreements contrary hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and
through their respective officers, duly authorized, on the dates signed below.

PROVIDER: City of Nashua — Nashua Transit

BY

Jim Donchess, Mayor Witness

DATE

TOWN: Town of Hudson, New Hampshire

BY f~ Ly

j 4 C
~~ a /
(J itnés

DATE #7 artcy 18 20€%

City of Nashua, New Hampshire Nashua Transit System
and
Town of Merrimack, New Hampshire
AGREEMENT FOR TRANSPORTATION SERVICES
July 1, 2022 through June 30, 2023

This agreement is made and entered into by and between the City of Nashua, Nashua Transit
System (NTS), (“Provider'}; and the Town of Merrimack, New Hampshire, ("Town");

I.

ta

Lod

PERIOD

The period of performance of this agreement shall begin on July 1, 2022 and shall
terminate automatically on June 30, 2023.

UNDERSTANDING OF THE WORK

The Provider understands that the Town is secking demand response transportation
services for cligible citizens, incliding disabled citizens and senior citizens to and from
locations in Hudson, Nashua, and Merrimack, and thew home. This service is principally
used fo gain access to adult day care, non-emergency medical appointments, groceries.
pharmacies and employment: Service will be available Monday through Friday, and
excluding Holidays as defined by the Provider (days service is available are the "Service
Days"). The hours of operation for service shall be Monday through Friday 8AM to 5PM
including travel time to'from the Nashua garage.

RIDER ELIGIBILITY

A "Qualified Rider” shall mean any person residing in the Town who has submitted a
completed application for demand response services in compliance with FTA 5307
funding requirements, Individuals permanently residing in long-term care facilities (ie.
nursing homes) are, however, excluded from being a "Qualified Rider."

Qualified Rider applications will be emailed or otherwise delivered to the requesting
Town citizen by the Provider, the Town, or private medical offices or hospice centers.
Completed applications shall be emailed or delivered in hardcopy to a designated person
al the Provider,

PROVIDER'S RESPONSIBILITIES

A. The Provider shall provide shared ride serviec to Qualified Riders that is scheduled
daily on Service Days as efficiently as possible based on demand for pick-ups and
drop-offs.

B. The Provider shall notify the Town as soon as possible of emergencies that may
interrupt the transportation schedule.

C. The Provider will make every effort to process completed applications expeditiously
but the processing may take up to | O business days.

wd)

D.

It is the Provider's responsibility to enter the Qualified Rider information from the
application into the system for the scheduling of services.

The Provider reserves the right at ls sole discretion to refuse or suspend transportation
to any Qualified Rider or person.

The Provider shall be responsible for safe transportation of Qualified Riders. Qualified
Riders will be provided curb-to-curb service as required by the American with
Disabilities Act ("ADA")

L Qualified Riders who require door-to-door service shall be provided door-
to-door service, however, they must specify when booking their trip that
they will need the additional service/help to and from the vehicle.
I. The driver CANNOT do the following

a. Help with excessive packages {2 bag limit, no large packages).

b. Go beyond the doorway into a building w assist Qualified

Riders.

c. For lengthy periods of tune, leave their vehicles unattended,

d. Lose the ability to keep their vehicles under visual observation

e. Fake action that would clearly be unsafe.

The Provider shall provide reasonable financial and operational data to the Town
with respect to all transportation services subject to this Agreement, as requested from
time to time.

In performing hereunder. the Provider shall comply with all apphcable laws,
ordinances, regulations and codes of the federal, state and local governments.

Interruption of Scrvice-Non-Performance: The Provider shall not be in default of any
provisions of this Agreement for failure to perform where such failure is due to strikes,
walk-outs. civil insurrections or disorders, order of civil authorities. shortages of motor
fuel or cquipment, significant funding reductions, acts of Ged. or for any other cause
or causes beyond the control of the Provider

RESERVATIONS

Reservations must be made two (2) business days in advanee by the Qualified Rider 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

Disabled riders receive top pnority in scheduling. Senior citizens receive the next priority
in scheduling. When scheduling conflicts arise, The Provider will work to ensure rides are
prioritized by those living with a disability and then senior citizens over rides reserved by
non-senior, non-disabled citizens. The Merrimack 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

4

VIA FEDEX AND ELECTRONIC MAIL
Nashua Finance Committee

May 13, 2022

Page 3

television and to leveraging its resources and technology to help community producers realize
their creative visions.

During the CTAB meeting on April 1, Library Director Jennifer McCormack explained
her support for CMSG’s proposal, stating that “CMSG demonstrated a more thorough
understanding of a public access television station and a stronger commitment to community
participation in programming.” CTAB Chair Andrew Cernota indicated that CMSG “seemed to
have a better grasp as far as the underlying philosophy of public access as a public forum.” Even
members that supported BRB’s proposal acknowledged that CMSG had more experience with
public access television. Andrea Sebastyan, a public access producer who has worked with the
CMSG team, voiced her support for CMSG during the public comment period at the beginning
of the meeting. She shared some of her positive experiences, read excerpts of letters of support
from members of the public, and submitted more than 20 such letters to CTAB prior to the vote.

There were flaws in the CTAB process. While a subset of CTAB members interviewed
CMSG and BRB, not all relevant stakeholders were included. Alderman Ernest Jette indicated
that he thought he would be part of that smaller group but received no invitation to participate.
CMSG requested that the interview group view a short video provided by CMSG’s creative
director, Dan Young, who could not attend; the group indicated it would need to determine
whether such a video was admissible, but never followed up. The interview group did not meet
after interviewing the bidders or offer a recommendation to CTAB. Moreover, while the
directors of the government and education channels were consulted during RFP process, they had
no role in the CTAB vote or decision making thereafter.

CMSG did not receive direct notice that the Public Access RFP would be discussed at the
April | meeting; instead, they received informal notice from an acquaintance. The public also
received very little notice. Nashua’s website shows that the agenda for the April 1, 2022 meeting
was posted on March 29, 2022, three days before the meeting. The public did not receive a full
and fair opportunity to be heard on who manages its public access television channel—an issue
of great public interest.

At the CTAB meeting, while the Board ultimately voted to recommend BRB’s bid, the
previous motion to recommend CMSG’s bid to the City failed narrowly in a divided vote.
Additionally, concerns were also raised about the interplay between BRB’s role running a for-
profit radio station and its desired role managing the City’s public access television station. It
appears that BRB has assured CTAB members that there would be a separate entity to manage
the television station and that BRB would use its radio station to drive viewership of the TV
station. Chairman Cernota noted that while any fundraising could be done through a nonprofit
organization, BRB’s thinking about this is did not seem “particularly well fleshed out.” The
potential conflict issues between BRB’s commercial business and its hoped-for role managing
the public access station need to be further explored and developed. The close vote and the
concerns raised about the bids merit further public comment and a close analysis by the
Committee.

The 30-minute pick-up window is included im the total travel ume. All reservation pick-up
windows are subject to change depending on the daily demand. If changes are required,
all passengers will be notified by Spm the day before the demand response service is
requested, unless there arc weather ar emergency related changes necessitating a shorter
time-lrame .

Total Travel Time is the beginning of the 30 minute pick-up window to the apporntment
ume

Riders need to be ready and prompt as drivers are only allowed to wait 5 minutes for
a passenger to board the van. Al! riders may be dropped off within the beginning of the
window or the end of the total travel me (Rider should ensure that their destination wil!
be open during the allotted travel tune frame.)

Qualified Riders cannot make same dav changes to their reservations (.e. Pick-tp/Drop-
off locations. scheduled Umes, ete.).

6. SPECIAL CONDITIONS

A. The Provider reserves the right to deny service and/or require personal care
altendants for any clicnts whom the Provider fecls may be a risk to themselves.
other passengers or the driver.

B. The Provider will be closed on the following holidays
Independence Day, Labor Day, Thanksgiving Day, Christmas Day, New Year's
Day, Memorial Day

he COMPENSATION

A. The Town agrees to pay the Provider $44.04 per hour tor Demand Response service.
This service will cost the Town half of the actual cost of service per hour. duc to
the 50% federal subsidy and passenger farebox paynients. Al a projected average
of hours of service per day. the Town has agreed to a total of up to 1155 hours
of service, with an estimated Farebox Revenuc of $12.000 for a total billable cost
of $38.866. (see table below).

Merrimack Cost | Projected Hours | Annual Cost Fstimated Cost for FY23
per Hour of Service Farebox
$ 44.04 1155 3 50.866 § 12.000 $ 38.866
B. The Qualified Rider will pay the following passenger farcbox rates per one-

way ride:

| One-Way Farebox Destination
Rates Nashua Hudson Merrimack
Mesamacls (Cretn $4.00 $6.00 $2.00
Ride

Ii.

Cc. The Provider shall invoice the Town for transportation services at the rate specified
in this agreement on an annual basis. The Town shall reimburse the Provider at the
agreed rate upon invoice and not to exceed 30 days. Checks shall be made payable
to: Nashua Transit System.

D. At the time that the Town expends 80% of Service Hours, the Provider will issue a
letter to the Town stating it has reached the 80% point and has 20° or 231 service
hours remaining on the contract. If the Town and Provider agree that the remaining
service hours in the contract will not be sufficient, the Town has the option to
pay the Provider for additional service hours at the same rates as described herein.
if the Town expends service hours and chooses not to pay for additional services
hours. the Provider will curtail services once a total of service hours has been
reached. Jn the event all service hours are not used at the termination of this
Agreement, the Provider shail keep all payments from Town und the Town is not
entitled to any refund.

RELATIONSHIP

The Provider is an independent contractor and no employee-employer relationship exists
between the Provider and the Town, Drivers and employees of the Provider are not subject
to the control or supervision of the Town,

INDEMNITY

To the extent of is liability msurance coverage, the Provider agrees to indemnify the
Town from any and all personal injury and property damage claims which may result
from the Provider's negligent operation of its motor vehicles, The Provider shall provide
the Town proof of insurance upon request.

TITLE VI ASSURANCES

The partics hereby agree that 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
Tithe 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 reccives federal assistance
from the Department of Transportation . including the Federal Transit Administration.

CIVIL RIGHTS

The parties agree that as a condition of this 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 trom lime to time.