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4.1 The CITY shall provide reasonable financial and operational data to SVTC with respect
to all transportation services, as requested from time to time.

4.2 In performing hereunder, CITY shail comply with all applicable laws, ordinances,
regulations and codes of the federal, state and local governments.

4.3 Interruption of Service/Non-Performance

CITY and 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 CITY or NTS.

SECTION 5:

5.1 Records.

i} The Federal Transit Administration (FTA), the NHDOT, the Comptroller General of the
United States, or any designee shall have access to any books, documents, papers and records
which are pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcriptions.

ii} NTS will provide a ridership information report to SVTC for each month that Paratransit
Service is provided. Substantive modifications to the content or format of the report as
developed between 2008 and 2020 will be mutually agreed to in writing by SVTC and
NTS.

ili) From time to time, additional information may be needed for such things as securing
funding and meeting grant requirements. SVTC and NTS will review these requiremenis
in advance to arrive at a mutually agreed upon dataset and timeframe.

iv) NTS shall provide the Hours-Miles-Mobility-Denial report to NRPC on a quarterly basis.

v) NTS shall provide an updated copy cf the client list upon request to SVTC but not more
than four times per calendar year.

5.2. Covenant Against Contingent Fees.

Both parties warrant that no person has been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a commission, percentage, brokerage or
contingent fee; and that no member of Congress, CITY Board, the SVTC Board or any
employee of CITY or SVTC, has any interest, financially or otherwise, in this Agreement.

5.3 Alteration in Character of Work. Minor alterations in the character of work shall be
authorized in writing by SVTC and acknowledged by CITY by letter.

5.4 Termination

SVTC and CITY hereby agree to full performance of the covenants and obligations contained
herein, except that each reserves the right, at its option and sole discretion, to terminate the
service provided for in this Agreement, or any portion thereof. Termination of this Agreement
may be at any time and for any reason, with or without cause, upon providing thirty (30)
calendar days prior written notice. Termination shall be effected by delivery of a Notice of
Termination specifying the extent to which performance of work under the Agreement is
terminated, and the date upon which such termination becomes effective. Upon termination,
CITY shall calculate actual expenses incurred up to and including the date of termination
together with any penalty or costs imposed by other funding sources or contracts and any costs

6

attributing to Section 13(c) of the Federal Transit Act of 1964, as amended, the total of which is
hereinafter referred to as "termination costs.” lf SVTC has paid CITY sums in excess of the
termination costs, CITY shall refund the excess; if SVTC has paid CITY an amount less than the
termination costs, then SVTC shall pay to CITY an amount equal to the difference between the
termination costs and the amount that SVTC has already paid under this Agreement within thirty
(30) days.

5.5 Additional Work.
Additional work, when authorized by executed contract change order or supplement agreement,
shall be compensated for by a fee, mutually agreed upon by CITY and SVTC.

5.6 Successors and Assigns.

This Agreement shall not be assignable, except at the written consent of the parties hereto; and
it shall extend to and be binding upon the heirs, executors, administrators, successors and
assigns of the parties hereto.

5.7 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.

5.8 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.

SECTION 6: INDEMNIFICATION

Each party to this Agreement agrees to defend, indemnify, save and hold harmless the other
(and each of their respective directors, officers, agents and employees) from and against all
liabilities, suits, obligations, claims, demands, damages, fines, costs and expenses (including
reasonable attorney's fees) arising under this Agreement to the extent that such are attributable,
directly or indirectly, to the indemnifying party's negligence, error, omission or intentional act. An
indemnifying party's negligence, error, omission or intentional act, as that phrase is used herein,
includes the negligence, error, omission or intentional act of its officers, agents and employees.
This provision shall survive the termination of this Agreement.

SECTION 7: AMENDMENT

This Agreement may be amended in whole or in part by written agreement of the parties.
SECTION 8: RELATIONSHIP OF PARTIES

Each party to this Agreement shall act in its individual capacity and not as an agent, employee,
partner, joint venturer, associate, or any other representative capacity of the other, Each party

shail be solely and entirely responsible for its acts or the acts of its agents and employees
during the performance of this Agreement.

SECTION 9: INTEGRATION

This agreement represents the entire agreemeni of the parties with respect to the subject matter
hereof, and all agreements entered into prior hereto with respect to the subject matter hereof
are revoked and superseded by this Agreement, and no representations, warranties,
inducements or oral agreements have been made by any of the parties except as expressly set
forth herein, or in other contemporaneous written agreements. This Agreement may not be
changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt
at oral modification of this Agreement shall be void and of no effect.

SECTION 10: 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.

SECTION 11: SEVERABILITY

If any provision of this Agreement is declared void or unenforceable, such provision shall be
deemed severed from this Agreement, which shall otherwise remain in full force and effect.

SECTION 12: WAIVER

Failure of any party to exercise any right or option arising out of a breach of this Agreement
shall not be deemed a waiver of any right or option with respect to any subsequent or different
breach, or the continuance of any existing breach.

SECTION 13: COUNTERPARTS

This Agreement may be executed in any number of counterparts, ail such counterparts
shall be deemed to constitute one and the same instrument, and each of said counterparts
shall be deemed an original hereof.

SECTION 14: CAPTIONS

Captions and section heading used herein are for convenience only and are not a part of
this Agreement and shall not be deemed to limit or alter any provisions hereof and shall
not be deemed relevant in construing this Agreement.

SECTION 15: NOTICES

Any notice, consent or other communication ("Notice") required or permitted under this
Agreement shall be in writing and either delivered in person, sent by electronic mail (email),sent
by facsimile transmission, deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, or deposited with any commercial air courier or express
service addressed as follows:

lfto SVTC:
Attention:

Carol Brooks, Board of Directors Chairperson
Soufhiegan Valley Transportation Collaborative
P.O. Box 753

Hollis, NH 03049

lf to CITY:

James Donchess, Mayor
229 Main St

PO Box 2019

Nashua, NH 03061-2019

Notices shall be deemed received at the time it is personally served, on the day it is sent by
facsimile transmission, on the second day after its deposit with any commercial air courier or
express service or, if mailed, ten (10) days after the Notice is deposited in the United States
mail as above provided. Any time period stated in a Notice shall be computed from the time the
Notice is deemed received. Either party may change its mailing address or the person to receive
Notice by notifying the other Party as provided in this paragraph. Notices sent by facsimile
transmission shall also be sent by regular mail to the recipient at the above address. This
requirement for duplicate notice is not intended to change the effective date of the notice sent
by facsimile transmission.

SECTION 16: ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING

SVTC and City 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
assignmeni, 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.

SECTION 17: LEGAL COMPLIANCE AND PROHIBITION

To the extent applicable, SVTC and CITY each warrant compliance with any and all applicable
governmental restrictions, regulations and rules of duly constituted authorities having jurisdiction
over transit services provided via this Agreement. Parties acknowledge that a breach of this
warranty is a material breach of this Agreement and parties are subject to penalties for
violation(s) of this provision, including termination of this Agreement.

CITY and SVTC each retain the right to inspect the documents of any and all contractors,
subcontractors and sub-subconiractors performing work and/or services relating to this
Agreement to ensure compliance with this warranty. Any and all costs associated with
inspections are the sole responsibility of the party subject to inspection. SVTC and CITY each
hereby agree to indemnify, defend and hold each other harmless for, from and against all losses
and liabilities arising from any and ail violations thereof.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
delivered as of the date first set forth above.

By:

City of Nashua

Date:

By:

James Donchess, Mayor

Souhegan Valley Transportation Collaborative

Date:

By:

Carol Brooks, Chairperson
Title:

Nashua Regional Planning Commission

Date:

Jay Minkarah, Executive Director
Title:

10

R-20-038

RESOLUTION

RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF UP TO $830,000
FROM THE STATE OF NEW HAMPSHIRE, CORONAVIRUS AID, RELIEF, AND
ECONOMIC SECURITY ACT (“CARES ACT”) FOR THE FIRST RESPONDER
COVID-19 STIPEND PROGRAM

CITY OF NASHUA

In the Year Two Thousand and Twenty

RESOLVED by the Board of Aldermen of the City of Nashua that the City of Nashua is
authorized to accept and appropriate up to $830,000 from the State of New Hampshire,
Coronavirus Aid, Relief and Economic Security Act (“CARES ACT”) into Grant Activity “First
Responders COVID-19 Stipend Program” for the purpose of providing a $300 weekly stipend to
first responders. This funding is effective from March 4, 2020 through June 30, 2020.

RESOLUTION:
PURPOSE:

SPONSOR(S):

COMMITTEE
ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020
R-20-038

Relative to the acceptance and appropriation of up to $830,000
from the State of New Hampshire, Coronavirus Aid, Relief
and Economic Security Act “CARES ACT”) for the First
Responder COVID-19 stipend program

Mayor Jim Donchess

Fiscal impact is an up to $830,000 grant to be used for a specific
purpose. The stipend is not considered earnable compensation for
the purposes of employer retirement contributions however the
City is responsible for funding Federal employment taxes
estimated to be approximately $12,035.

ANALYSIS

This resolution authorizes the City of Nashua to accept and appropriate up to $830,000 from the
State of New Hampshire, Coronavirus Aid, Relief and Economic Security Act (“CARES ACT”)
Fund for the purpose of providing a $300 weekly stipend to first responders for 8 weeks. This
funding is effective from March 4, 2020 through June 30, 2020.

Approved as to
account number
and/or structure, and
amount:

Approved as to form:

Financial Services Division

By: /s/ John Griffin

Office of Corporation Counsel

| ert Cur Nex

Date: Ma wr ; | Qo4-6

ce FAN MF Y DN

EXHIBIT A
City of Nashua, NH

General Terms and Conditions

Table of Contents

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
TERMINATION OF CONTRACT

DISPUTE RESOLUTION

No DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
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 9

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GC--5
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GC--9

MATCHLIN

EXISTING

W. PEARL
PARTERRE
CONCOURSE

503 SF PARTERRE

ACRGRSAAGSSASs
ARRAS SSSSAAR

SERRE OBO SRA

REMOVABLE —————-———_____REMOVABLE

PARTERRE
S&LLB

PARTERRE
LOBBY

PARTERRE
LOUNGE

425 SF

1657 SF

STAIR 2

MAIN ST
ELEC CLO. PARTERRE
CONCOURSE
338 SF

OBBY BEL!

QDOOO|] OOO] | OOOO
QVOOQ] QOOD | OOO

MENS RR

236 SF

435 SEATS
@ ORCHESTRA & PARTERRE

STAIR 3

HOUSE

MANAGER STAIR 1
ARTIST ‘ot
LOUNGE |_205 |
PARTERRE 99 SF
BOH

644 SF 207

303 SF

STAGE BELOW

TECH
MANAGER

144 SF

MATCHLINE

EXISTING

MATCHLINE

EXISTING

W. PEARL
BALCONY
CONCOURSE

BALCONY
77 @ O Tee LOUNGE

3RD FLOOR me
LOBBY ote a

1512 SF
°

BALCONY SEATING CONTINUES ABOVE

CONTROL SPOT

WOMENS RR

288 SF

LOWER
BALCONY
SEATING

1135 SF

303 SEATS
@ BALCONY LEVEL

e
LAUNDRY
ORCHESTRA BELOW
MENS RR

2138F ee

MAIN ST
BALCONY

COMMUNAL CONCOURSE BALCONY
TERRACE
DR1
384 SF
STAIR 3 546 SF
332 SF ST-3

o 161 SF

DIMMER

141 SF

STAIR 1

COMMUNAL
DR2

3RD FLOOR
BOH

290 SF

STAGE BELOW

“LOADING
GALLERY,

STORAGE

142 SF

IATCHLINE

EXISTING