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LEGISLATIVE YEAR 2020

RESOLUTION: R-20-019

PURPOSE: Authorizing the City of Nashua to enter into contracts with
Nashua Community College, Rivier University, Town of
Hudson, Town of Merrimack and The Plus Company for
transit services.

SPONSOR(S): Mayor Jim Donchess

COMMITTEE

ASSIGNMENT: Budget Review Committee

FISCAL NOTE: These revenue contracts provide local matching funds to the transit

operating grant.

ANALYSIS

This resolution authorizes the City of Nashua to enter into contracts with Nashua Community
College, Rivier University, Town of Hudson, Town of Merrimack and The Plus Company for
transit services for the period of July 1, 2020 through June 30, 2021.

Approved as to form: Office of Corporation Counsel

By: Vopr Carte.

Date: 5 MOC 2OPRO

City of Nashua, New Hampshire
Nashua Transit System
and
Nashua Community College
“UPASS” TRANSPORTATION AGREEMENT
School Year — 2020 - 2021

THIS AGREEMENT, is by and between the City of Nashua, New Hampshire/Nashua
Transit System (“NTS”), and the Nashua Community College (“College”). NTS is 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, 2020 through June 30, 2021.

3.2 If the College desires to continue this program after June 30, 2021, NTS must
receive written notification to include expected levels of service by

January 15, 2021. 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 $15,000.

4.2 The College shall pay NTS as follows:
a. $7,500 due by July 15, 2020
b. $7,500 due by January 15, 2021

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 shail 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
shalt 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.
411.2 NTS shall at all times comply with and observe all 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 Judiciat 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 shal! 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 be unreasonably withheld.

Consent to any assignment, transfer, delegation, or subcontracting shali 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.

San YF YP YR

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL CONSULTANT STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR

DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING

CITy INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE
GC 1 of 13

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GC-11

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

BY:

(Print Name & Title)

(Signature) Date

City of Nashua, New Hampshire
Nashua Transit System
and
Rivier University
“UPASS” TRANSPORTATION AGREEMENT
School Year — 2020 - 2021

THIS AGREEMENT, is by and between the City of Nashua, New Hampshire/Nashua
Transit System (“NTS”), and the Rivier University (“University”). NTS is a municipal
transit system, with a principal mailing address of 11 Riverside Street, Nashua, NH
03062; and the University is a private school, with a principal mailing address of 420

S. Main St, Nashua, NH 03060.

1. UNLIMITED FIXED-ROUTE ACCESS PRIVILGEGES

1.1 A valid Rivier University 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 Rivier University student/staff ID card will be excused from paying a fare at the
time of the trip. Compensation made by the University 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 University 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 fo 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, 2020 through June 30, 2021.

3.2 If the University desires to continue this program after June 30, 2021, NTS must
receive written notification to include expected levels of service by January 15, 2021.
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 University shall be $6,500.

4.2 The University shall pay NTS as follows:
a. $3,250 due by July 15, 2020
b. $3,250 due by January 15, 2021

5. RECORDS

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

6. ADMINISTRATION

6.1The University shall not have, and shall not exercise any control over NTS’s bus
service. The University 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 University will be responsible for marketing the program to
students except that NTS will approve ail marketing materials that contain, or reference,
the NTS trademark images or properties. NTS will work cooperatively with the
University 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 liabfe to the University 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 University 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 University of what the University 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 shail 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 University be unable to fulfill the requirements of this agreement
because of expected lack of funds, then either NTS or the University may provide
written notice of such expected lack of funds upon thirty (30) days prior written notice
and this agreement shail 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
University. Any amendment to this Agreement shall be in writing, signed by both
parties, and attached to the original of this Agreement.

10. NOTICE

40.1 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 all 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.