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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 shail 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 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
RIVIER UNIVERSITY
BY:
(Print Name & Title)
(Signature) Date

City of Nashua, New Hampshire Nashua Transit System
and
Town of Hudson, New Hampshire
AGREEMENT FOR TRANSPORTATION SERVICES
July 1, 2020 thru June 30, 2021

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

1.

PERIOD

The period of performance of this agreement shall begin on July 1, 2020 and shall
terminate automatically on June 30, 2021.

UNDERSTANDING OF THE WORK

The Provider understands that the Town is seeking demand response transportation
services for eligible citizens, including disabled citizens and senior citizens to and from
locations in Hudson, Nashua, and Merrimack, and their home. This service is principally
used to gain access to adult day care, non-emergency medical appointments, groceries,
pharmacies and employment. Service wiil 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 - 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 (i.¢.
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
at the Provider.

PROVIDER'S RESPONSIBILITIES
A. The Provider shall provide shared ride service 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.

The Provider will make every effort to process completed applications expeditiously
but the processing may take up to 10 business days.

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 its 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”).

I. 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.
If. 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 to assist Qualified
Riders.
c. For lengthy periods of time, leave their vehicles unattended.
d. Lose the ability to keep their vehicles under visual observation.
e. Take 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 applicable laws,

ordinances, regulations and codes of the federal, state and local governments.

I. Interruption of Service/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 equipment, significant funding reductions, acts of God, or for any
other cause or causes beyond the control of the Provider.

RESERVATIONS

Reservations must be made two (2) business days in advance 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 priority 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 Hudson van cannot be back to

2

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 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 shorter 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 Hours {| Annual Cost | Estimated Farebox | Cost for FY21
Hour 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 Farebox Destination _
Rates Nashua Hudson Merrimack
Hudson Origin $5.50 $3.50 $7.50
Ride

10.

lk.

Cc, The Provider shall invoice the Town for transportation services at the rate
specified in this agreement on an annual basis. The Town shail 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.

1.

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Consultant”, and its
successors, transferees and assignees (together “Professional Consultant”) includes any of
the Professional Consultant's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL CONSULTANT STATUS The parties agree that Professional Consultant shall
have the status of and shall perform all work under this contract as a Professional
Consultant, maintaining control over all its consultants, sub consultants, contractors, or
subcontractors. The only contractual relationship created by this contract is between the
City of Nashua and Professional Consultant, and nothing in this contract shall create any
contractual relationship between the City of Nashua and Professional Consultant's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that
Professional Consultant is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees
of the City of Nashua;

(4) Participation or contributions by either the Professional Consultant or the
City of Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of
Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Professional Consultant shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Professional Consultant warrants that all work shall be performed with
the degree of professional skill, care, diligence, and sound practices and judgment that are
normally exercised by recognized professional firms with respect to services of a similar
nature. It shall be the duty of Professional Consultant to assure at its own expense that all
work is technically sound and in conformance with all applicable federal, state, and local
laws, statutes, regulations, ordinances, orders, or other requirements. In addition to all
other rights which the City of Nashua may have, Professional Consultant shall, at its own
expense and without additional compensation, re-perform work to correct or revise any
deficiencies, omissions, or errors in the work or the product of the work or which result
from Professional Consultant's failure to perform in accordance with this standard of care.
Any approval by the City of Nashua of any products or services furnished or used by
Professional Consultant shall not in any way relieve Professional Consultant of the
responsibility for professional and technical accuracy and adequacy of its work. City of
Nashua review, approval, or acceptance of, or payment for any of Professional Consultant's
work under this contract shall not operate as a waiver of any of the City of Nashua's rights
or causes of action under this contract, and Professional Consultant shall be and remain
liable in accordance with the terms of the contract and applicable law.

Professional Consultant shall furnish competent and skilled personnel to perform the work
under this contract. The City of Nashua reserves the right to approve key personnel

GC 2 of 13

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

I1 Riverside St.

Nashua NH, 03062

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

The contact person is:
Camille Pattison, Transportation Manager

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 Hiilsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9"
Circuit Court ~ Nashua and not elsewhere.

16.

17,

18.

NO DAMAGES FOR DELAY

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.

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 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 deerned 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 contemporaneous 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

DATE

Witness

City of Nashua, New Hampshire Nashua Transit System
and
Town of Merrimack, New Hampshire
AGREEMENT FOR TRANSPORTATION SERVICES
July 1, 2020 through June 30, 2021

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");

1.

PERIOD

The period of performance of this agreement shall begin on July 1, 2020 and shall
terminate automatically on June 30, 2021.

UNDERSTANDING OF THE WORK

The Provider understands that the Town is seeking demand response transportation
services for eligible citizens, including disabled citizens and senior citizens to and from
locations in Hudson, Nashua, and Merrimack, and their home. This service is principally
used to 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 Fiday 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 (i.e.
nursing homes) are, however, excluded frombeing 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
atthe Provider,

PROVIDER'S RESPONSIBILITIES
A. The Provider shall provide shared ride service 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
interruptthetransportation schedule.

C. The Provider will make every effort to process completed applications expeditiously
but the processing may take up to 10business days.