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13

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 1s-
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:
Towns of Merrimack

6 Baboosic Lake Rd.

Merrimack. NH 03054-0940

and its telephone number is:
(603) 424-7075

The contact person for the Town ts:
Paul Micali - Town Manager

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 applicatian of the laws of a different jurisdiction.

Any claim or action brought relating to thes agrcement, 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.

16.

NO DAMAGES FOR DELAY

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING

Agency 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 shail 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 afl 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 contemporaneous oral aureements 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

James Donchess. Mayor Witness

DATE

TOW'N: Town-s5 Merrimgs —“Séw Hampshire if)
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DATE oy 21/3262

City of Nashua, New Hampshire
Nashua Transit System
and
Nashua Community College
“UPASS” TRANSPORTATION AGREEMENT
School Year — 2022 - 2023

THIS AGREEMENT, is by and between the City of Nashua, New Hampshire/Nashua
Transit System (“NTS”), and the Nashua Community College (“College”). NTSis a
municipal transit system, with a principal mailing address of 11 Riverside Street,
Nashua, NH 03062; and the College with a principal mailing address of 505 Amherst
Street, Nashua, NH 03063.

1. UNLIMITED FIXED-ROUTE ACCESS PRIVILGEGES

1.1 A valid Nashua Community College student/staff ID card shall be valid for
transportation during all scheduled hours of service, on all fixed-route NTS bus routes.
Riders presenting a valid Nashua Community College student/staff ID card will be
excused from paying a fare at the time of the trip. Compensation made by the College
per Section 4 of this agreement shall cover all fares by all such users of NTS service as
described in Section 2 of this agreement.

1.2 Ridership on any NTS bus by College students or staff under this Agreement is
subject to all NTS rules, terms and conditions of bus ridership. Without limiting the
foregoing, NTS expressly reserves the right to refuse service to any person not
complying with the same.

2. SERVICES

2.1 NTS shall provide its established and regularly publicized fixed-route bus service
and any additional bus service it may at its sole discretion activate. All routes operated
by NTS are open to and available for public use.

2.2 NTS reserves the right to modify bus routes and schedules as needed and in
compliance with federally mandated public transportation regulations per 49 CFR 5307.

3. TERM OF AGREEMENT

3.1 The term of this Agreement at the fee amounts stated in Section 4, shall be
July 1, 2022 through June 30, 2023.

3.2 If the College desires to continue this program after June 30, 2023, NFS must
receive written notification to include expected levels of service by

January 15, 2023. Upon such notification, NTS will review the request and the parties
can enter into negotiations.

4, COMPENSATION
4.1 The total amount due to NTS by the College shall be $4,500.

4.2 The College shall pay NTS as follows:
a. $2,250 due by July 15, 2022
b. $ 2,250 due by January 15, 2023

5. RECORDS

5.1 NTS will keep ridership records for UPass usage. NTS will provide quarterly
ridership reports to the College. The College and NTS will work cooperatively to obtain
and share any other information deemed necessary by either or both parties.

6. ADMINISTRATION

6.1 The College shall not have, and shall not exercise any control over NTS's bus service.
The College shall not have and shall not exercise any control or supervision over
drivers of the buses used in said service,

6.2 It is understood that the College will be responsible for marketing the program to
students except that NTS will approve all marketing materials that contain, or reference,
the NTS trademark images or properties. NTS will work cooperatively with the College
to develop a marketing plan to market the UPass program.

7. INTERRUPTION OF SERVICE/NON-PERFORMANCE

7.1 NTS 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 equipment, significant funding reductions,
acts of God, or for any other cause or causes beyond the control of NTS.

8. TERMINATION

8.1 Failure to make payment, as outlined on Section 4, shall result in termination of this
Agreement, at NTS’s sole and exclusive option. Should NTS exercise its termination
option under the terms and conditions of this paragraph, NTS shall have the right to
make legal claim for those monies outstanding. Should it be necessary for NTS to
exercise its termination option under the terms and conditions of this paragraph, NTS
shall not be liable to the College for any claimed damages, personal or property,
including any consequential damages, resulting from the loss of bus services under this
Agreement. Should this Agreement be terminated under the terms and conditions of this
paragraph, and the College then subsequently provides payment as required, NTS may
require 30 calendar days to reinstate the terms of this agreement.

8.2 If at any time during the term of this Agreement, either party shall fail to satisfactorily
meet the provisions of this Agreement, or if at any time the NTS system makes or
notifies the College of what the College considers to be an adverse change in any of the
bus service routing covered by this Agreement, the dissatisfied party shall so advise the
other party by certified mail indicating in specific detail the nature and basis of its
dissatisfaction. The party to whom the complaint is addressed shall have an opportunity
to correct the situation giving rise to the complaint within forty-five (45) days from its
receipt; if such corrections are not made to the reasonable satisfaction of the
complaining party within said period, the complaining party may terminate this
Agreement upon forty-five (45) days written notice.

8.3 All accounts shall be settled on a prorated basis in the event of termination of this
Agreement prior to its full term.

8.4 Should NTS or the College be unable to fulfill the requirements of this agreement
because of expected lack of funds, then either NTS or the College may provide written
notice of such expected lack of funds upon thirty (30) days prior written notice and this
agreement shall be terminated.

9. AMENDMENT/SEVERABILITY

9.1 This Agreement contains all terms, provisions, and conditions of the understanding
regarding the UPass program between the parties. All the provisions contained herein
are intended by the parties to be whole and entire and no provision is intended to be
severable.

9.2 This Agreement may be amended at any time by mutual agreement of NTS and the
College. Any amendment to this Agreement shall be in writing, signed by both parties,
and attached to the original of this Agreement.

10. NOTICE

10.1 Any notices issued, pursuant to the terms of this Agreement, shall be in writing and
delivered in person or by certified mail, return receipt requested, and mailed to the
address indicated in the execution of this Agreement, unless either party is notified, in
writing, to the contrary.

11. MISCELLANEOUS
11.1 This contract shall be governed under the laws of the State of New Hampshire.
11.2 NTS shall at all times comply with and observe ail federal and state laws, local

laws, ordinances, and regulations which are in effect during the period of this contract
and which in any manner affect the work or its conduct.

11.3 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.

12. NO DAMAGES FOR DELAY

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

13. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING

13.1 Agency 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.

14. INDEMNITY

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

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

NASHUA COMMUNITY COLLEGE

gy. Lucille Jordan

(Print Name & Title)
Lats Qorelan Mar 23, 2022
(Signature) Date

VIA FEDEX AND ELECTRONIC MAIL
Nashua Finance Committee

May 13, 2022

Page 4

The reasons outlined above support an award of the contract to CMSG. CMSG requests
that the Committee conduct an independent review of the two proposals to determine which
proposal constitutes the “lowest responsible bidder” and would best serve the public interest. As
part of this review, CMSG requests that the Committee hold a public hearing on this bid to hear
from both interested parties, as well as community stakeholders. In the absence of a separate
meeting, CMSG will seek to be heard on these issues at the May 18, 2022 Committee meeting.

Thank you for your consideration of this matter.

Sincerely,
/s/ Roy W. Tilsley, Jr.

Roy W. Tilsley, Jr.

CC: Richard Gagnon (via email)
Kelly Parkinson, Nashua Purchasing Manager (via email)
Cable Television Advisory Board (via FedEx)

FY23 UPASS Contract

Final Audit Report 2022-03-23
Created: 2022-03-22
By: Amy Vazifdar {avazifdar@ccsnh.edu)
Status: Signed
Transaction ID: CBJCHBCAABAAUGENGCY_yU2XoZ2gTWCeefh-KAQwkkIPb

"FY23 UPASS Contract" History

*) Document created by Amy Vazifdar (avazifdar@ccsnh.edu)
2022-03-22 - 6:55:36 PM GMT- IP address: 132.177.197.117

Document emailed to Lucille Jordan (ljordan@ccsnh.edu) for signature
2022-03-22 - 6:56:33 PM GMT

&g Document e-signed by Lucille Jordan (Ijordan@ccsnh.edu)
Signature Date: 2022-03-23 - 1:51:04 PM GMT - Time Source: server- IP address: 132.177.197.117

@ Agreement completed.
2022-03-23 - 1:51:01 PM GMT

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