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SALES @ SERVICE
INSTALLATION TERMS AND CONDITIONS

GENERAL CONDITIONS

1.By accepting this Proposal, the Purchaser shall be deemed to have agreed to the terms and conditions set forth herein, anything contrary
contained in a substitute proposal of the Purchaser or additions or deletions to this Proposal which the Purchaser may make notwithstanding.

2. Should Purchaser use its own contract form or purchase order, it is understood and you agree that Material Handling Seles (MHS") will
incorporate and make a part thereof a true copy of this estimate and all its conditions.

3.There will be a late payment charge at 2% per month on all past due accounts. The Purchaser agrees to pay all costs of collection including
attomey's fees, commissions, and sult fees.

4.Restocking fees will be charged for standard stock materials and equiprnent ordered then retumed or cancelled. Charges will range from 15% to
50%. Non standard or non stock materials or equipment cannot be retumed.

5.Any materials to be retumed must have written retum authorization from MHS before materials are shipped.

6.Delivery and installation of materials and equipment quoted are subject to delays caused by strikes, lockouts, other manufacturing contingencies,
car delays, acts of goverment, God or any cause beyond our control for which MHS is not to be held responsible.

7.If circumstances require, MHS reserves the right to withdraw this Proposal! at any time.

8.{t Is the responsibility of the Purchaser to examine and inspect merchandise delivered and notify MHS In writing within 48 hours of delivery of any
complaints that relate to the equipment, Including shortages.

9.1f equipment or goods are received “damaged”, It Is the responsibility of the Purchaser to report the damages In writing to the delivering camer at
time of delivery. It Is the Purchasers responsibility to file the claim with the freight carrier for any damage. (MHS will assist Purchaser In any way
possible in filing the claim). It is also the Purchaser's responsibility to pay MHS In full for all invoices for equipment and materials ragardiess of any
clalm Purchaser may have with the freight carter.

10.Hf products shipped directly from manufacturer to Purchaser are refused by Purchaser, Purchaser will be responsible for any and all damages
and/or costs Incurred by MHS or manufacturer as a result of Purchaser's refusal to accept delivery at such products.

11. This Proposal is for equipment, materials, or products only. installation, any electrical work, unloading from delivering carrier, assembly, setting
in place, uncrating, or any labor or materials required to do so are not part of this Proposal unless otherwige stated In this Proposal.

42.Equipment will be ordered for delivery based on Purchaser's projected date of naed. MHS will Invoice for equipment or materials received or
completed to date should the projected requirement date or need of equipment or materials be delayed. Payment will be due regardless of whether
materials are stored at seller's warehouse, factory, or Purchaser's location. Storage charges may be added as required.

INSTALLATION AND ERECTION CONDITIONS

1.{nstallation quoted Is based on all work being performed during reguiar working hours. Extra charges will be made for all overtime work, unless
such overtime work is specifically listed on the Proposal.

2.it is agreed that MHS mechanics will have unobstructed and uninterrupted use of work area and adjacent area necessary for proper installation of
specified equipment.

3. Purchaser shall provide electric current required for power tools and lights for the installation.

4.Wirlng and any electrical work Is not included unless otherwise atated in the Proposal.

§.When equipment to be installed has electrical or alr requirements, it ls necessary that proper power be available at instellation area at time of
Installation. If power Is not avaliable and installation cannot be completed, additional charges will be made for additional trips as required.
6.Removal of any existing machinery, equipment, wirlng, or structures Is not part of this Proposal unless spectfically stated In this Proposal.

7.If job site Is. not ready for Installatlon and additional trips are required due to Incomplete site preparation or obstructions, additional charges will be
made.

8.Pits and other epenings are to be prepared by others In accordance with the requirements of the equipment manufacturer.

9.Installation dates are estimates only and MHS cannot guarantee delivery or commencement of work or completion thereof on any given dats. ff
approval or shop drawings are required, Installation or shipment dates cannot be given until MHS has been furnished with complete approved
drawings and any other additional Information the seller may request.

GUARANTEES AND WARRANTIES
4.Individual manufacturer's standard guarantees and warranties apply to all equipment and/or materials (Coples available on request). No other
guarantees or warranties are expressed or Implied.
2.No guarantee or warranty will be honored If Purchaser's account has not been paid according to terms, Including all service charges.
3.MHS makes no other warranty, express or implled, with respect to this Proposal or any action al time taken or to be taken In connection with this
Propesal, including, but not limited to, impliad warranties of merchantabllity and fitness for a particutar purpose. MHS shall in no event be liable for
consequential damages, exemplary damages, special damages, indirect damages, lost profits or the like, even if tha Purchaser notifies MHS of the
possibility of such damages.

To Accept This Proposal Please Sign and Return ToMHS: Proposal# 108857 Date 4/25/2022

Authorized
Signature: Accepted:

Printed Name: Title:

City of Nashua, New Hampshire
Nashua Transit System
and
Rivier University
“UPASS” TRANSPORTATION AGREEMENT
School Year — 2021 - 2022

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
ail 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.

4.2 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 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, 2021 through June 30, 2022,

3.2 If the University desires to continue this program after June 30, 2022, NTS must
receive written notification to include expected levels of service by January 15, 2022.
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 $5,000.

4.2 The University shall pay NTS as follows:
a. $2,500 due by July 15, 2021
b. $ 2,500 due by January 15, 2022

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 all 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 defauit 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 contral 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 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 ff at any time during the term of this Agreement, either party shail 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
frorn 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 fory-five (45) days written notice.

8.3 All accounts shall be setiied 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
anda 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 bath
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 broughi relating to this agreement, the work performed or
coniracted to be performed thereunder, or referabie in anyway thereto shall be brought
in Hillsborough County (New Hampshire} Superior Court Southern Judicial District or in
the New Hamoshire 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
incidenis 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 cantract inures to the benefit of, and is binding upon, the successors and
assigns of the parties.

14, INDEMNITY

To the extent of its lability 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 NASHUAINTS

BY:
Mayor James Donchess Date

RIVIER UNIVERSITY

UE & PL \T fev STUDCNTT AFT
py: MAT STIMEL ING VICE FEES IDEN Tr a8 WONT EERIE —

Print Name & Title)
DIDS, L : 7: <F, 2o2-}
(Signature) ~) Date

City of Nashua, New Hampshire Nashua Transit System
and
Town of Hudson, New Hampshire
AGREEMENT FOR TRANSPORTATION SERVICES
July 1, 2021 thru June 30, 2022

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”);

i.

PERIOD

The period of performance of this agreement shall begin on July 1, 2021 and shall terminate
automatically on June 30, 2022.

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 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 (ie,
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.

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

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
io any Qualified Rider or person.

F. 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 shal! 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.
I]. 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 reasonabie 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 autharities, shortages of motor
fuel or equipment, significant funding reductions, acts of God, or for any other cause
or causes beyond the control ofthe 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 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

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