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

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

F, The Provider shal] 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.
II. 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.

G. 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.

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

{. 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 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

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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, ail 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 time-frame.

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.).

6. 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 wil! be closed on the following holidays:
Independence Day, Labor Day, Thanksgiving Day, Christmas Day, New Year's
Day, Memorial Day

7. 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. At a
projected average of 4.5 hours of service per day, the Town has agreed to a
total of up to 1155 hours of service, with an estimated Farebox Revenue of
$12,000 for a total billable cost of $38,866 (see table below).

Merrimack Cost | Projected Hours | Annual Cost Estimated Cost for FY¥21
per Hour of Service Farebox
$ 44.04 1155 $50,866 $12,000 $38,866

B. The Qualified Rider will pay the following passenger farebox rates per one-
way ride:

One-Way Farebox Destination
Rates Nashua Hudson Merrimack

Merrimack Origin $4.00 $6.00 $2.00
Ride

1.

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 1155 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 1155 service hours and chooses not to pay
for additional services hours, the Provider will curtail services once a total of
1155 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.

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13.

[5.

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

il 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 Merrimack

6 Baboosic Lake Rd.

Merrimack. NH 03034-0940

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

The contact person for the Town is:
Paul Micali -Assistant Town Manager / Finance Director

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.

10.

17.

O AG OR AY.

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.

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 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 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

James Donchess, Mayor Witness

DATE

TOWN: Town of Merrimack, New Hampshire

BY

DATE

Witness

AGREEMENT FOR TRANSPORTATION SERVICES

This agreement made and entered into by and between the City of Nashua, Nashua Transit
System, hereafter called Provider; and The Plus Company, hereafter called the Agency;

3.

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 Agency is seeking paratransit/demand response
transportation services for eligible disabled persons (clients) to and from specific
Agency locations and their home. Service will be available Monday through
Friday. Clients will arrive at the Agency locations between 7:00 a.m. and 9:00
a.m. Passengers will depart the Agency at approximately 1:45 p.m. to 4:00 p.m.

Transportation services currently exist throughout the City of Nashua and the
Towns of Merrimack and Hudson. Additional clients may be added to the route
with advance notification where space is available. The service provided will be
origin to destination.

CLIENT ELIGIBILITY
Clients who are eligible for service are those that are unable to utilize the Nashua
Transit System Fixed Route bus service due to a disability as defined in the

Americans With Disabilities Act of 1990 (ADA).

PROVIDER'S RESPONSIBILITIES

A. The Provider shall provide shared ride service that is scheduled daily as
efficiently as possible based on demand for pick-ups and drop-offs.

B. The Provider shall notify the Agency immediately of emergencies that may
interrupt the transportation schedule.

C. The Provider reserves the right, at its sole discretion, to refuse or suspend
transportation to any client.

D. The Provider shali be responsible for safe transportation of passengers.
Drivers will assist passengers when entering and exiting vehicles as necessary
but will not be able to lose sight of the vehicle or enter any buildings.

AGENCY’S RESPONSIBILITIES

A,

A.

The Agency is responsible to notify each client of the necessity to contact
the Provider with changes such as names, addresses, destinations and
changes in schedules, by 5:00pm, the day before transportation is to be
provided.

The Agency is responsible to ensure that each client understands the
necessity that the Provider is made aware of any cancellations no later than
5:00pm the day before the scheduled pick up.

The Agency is responsible to ensure that each client is ready for the
scheduled pick-up when the van arrives. The Provider will allow a five (5)
minute wait window before a no-show is charged. After the 5 minute
window the vehicle will leave and may not be able to retum depending on
their schedule. Trips canceled within I-hour of the scheduled pick-up
window shail receive a no-show.

The Agency is responsible to ensure that passengers are waiting in the
appropriate locations and that they can safely get to/from the Provider’s
vehicles.

The Agency is responsible to ensure that all clients are supplied with any
special equipment needed to safely be transported.

The Agency shall notify the Provider concerning Agency holidays or
closings at least one week in advance, except in cases of emergencies the
Provider shall be notified as soon as possible.

SPECIAL CONDITIONS

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 or the drivers or other passengers.

The Provider will observe the following holidays:
Independence Day, Labor Day, Thanksgiving Day, Christmas Day,
New Year's Day, Memorial Day

assigned by Professional Consultant to perform work under this contract. Approved key
personnel shall not be taken off of the project by Professional Consultant without the prior
written approval of the City of Nashua, except in the event of termination of employment.
Professional Consultant shall, if requested to do so by the City of Nashua, remove from the
job any personnel whom the City of Nashua determines to be incompetent, dishonest, or
uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Professional Consultant, and any other communication about the contract shall be
addressed or be delivered to the City of Nashua Representative.

CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order,
make changes to the general scope, character, or cost of this contract and in the services or
work to be performed, either increasing or decreasing the scope, character, or cost of
Professional Consultant's performance under the contract. Professional Consultant shall
provide to the City of Nashua within 10 calendar days, a written proposal for accomplishing
the change. The proposal for a change shall provide enough detail, including personnel
hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if
Professional Consultant should proceed with any or all of the proposed change. If the
change causes an increase or a decrease in Professional Consultant's cost or time required
for performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Professional Consultant for
adjustment under this clause shall be asserted in writing within 30 days of the date the City
of Nashua notified Professional Consultant of the change.

When Professional Consultant seeks changes, Professional Consultant shall, before any
work commences, estimate their effect on the cost of the contract and on its schedule and
notify the City of Nashua in writing of the estimate. The proposal for a change shall
provide enough detail, including personnel hours for each sub-task and cost breakdowns
of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of
Nashua will then determine in writing if Professional Consultant should proceed with any
or all of the proposed change.

Except as provided in this paragraph, Professional Consultant shall implement no change
unless the City of Nashua in writing approves the change. Unless otherwise agreed to in
writing, the provisions of this contract shall apply to all changes. The City of Nashua may
provide verbal approval of a change when the City of Nashua, in its sole discretion,
determines that time is critical or public health and safety are of concern. Any verbal
approval shall be confirmed in writing as soon as practicable. Any change undertaken
without prior City of Nashua approval shall not be compensated and is, at the City of
Nashua's election, sufficient reason for contract termination.

CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will
cooperate with Professional Consultant in the performance of its work under this contract
and that such personnel will be available to Professional Consultant for consultation at
reasonable times and after being given sufficient advance notice that will prevent conflict
with their other responsibilities. The City of Nashua also agrees to provide Professional

GC 3 of 13

7.

10,

COMPENSATION

A. The Agency agrees to pay the Provider:
e $8.00 per one way trip with an origin and destination within the City of
Nashua.

e $10.00 per one way trip with an origin or destination outside the City of
Nashua.

B. The Provider shall notify the Agency of any rate increase at least thirty (30)
days in advance of any proposed increase.

C. The Provider shall invoice the Agency for transportation services at the rate
specified in this agreement by the 15" working day of the month following
the month of services rendered.

D. The Agency shall reimburse the Provider at the agreed rate upon invoice and
not to exceed 15 days. Checks shall be made payable to; Nashua Transit

System.

RELATIONSHIP

The Provider and the Agency are associated with each other only for the purposes
and to the extent specified in this Agreement. Subject only to the terms of this
Agreement, Provider shall have the sole right to supervise, manage, operate,
control and direct performance of the details incident to its duties under this
Agreement. Nothing contained in this Agreement shall be deemed or construed to
create a partnership or joint venture, to create relationships of an employer-
employee or principal-agent, or to otherwise create any liability for the Provider
or City of Nashua whatsoever with respect to the indebtedness, liabilities, and
obligations of the Agency or any other party.

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.

EARLY TERMINATION

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

M1.

15.

16.

AMENDMENTS

This agreement may be amended or modified anytime with the mutual consent of
the Provider and the Agency. 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

I] 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 Agency is:
The PLUS Company

19 Chestnut St.

Nashua, NH 03060

and its telephone number is:
(603) 889-0652

The contact person for the Agency is:
Kim Shottes — Executive Director

ENTIRE AGREEMENT
These terms of this agreement constitute the entire agreement between the

Provider and the Agency, and there are no contemporaneous oral agreements
contrary hereto.

CHOICE OF LAW AND FORUM

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