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17,

18.

brought in Hilisborough County (New Hampshire} Superior Court Southern
Judicial District or in the New Hampshire 9 Circuit Court — Nashua and not
elsewhere.

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 writien 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 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.

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

AGENCY: The PLUS Company

f
BY (Sats Frcccrtion Die he Bian Gy eas
{ é

Witness

DATE aliala

SERVICE AGREEMENT

This Agreement between The City of Nashua, a New Hampshire municipal corporation, 229
Main Street, Nashua, NH 03061 ("CITY"), the Souhegan Valley Transportation
Collaborative, a New Hampshire nonprofit corporation, P.O. Box 753, Hollis, NH 03043
(“SVTC") and Nashua Regional Planning Comission, a Regional Planning Commission
pursuant ta RSA 36:45-53, as fiscal agent for SVTC, 30 Temple Street, Suite 310, Nashua NH
03030 (“NRPC").

WHEREAS: CITY operates the Nashua Transit System (“NTS”) and has excess capacity to
provide Paratransit Servicas as described herein; and

WHEREAS: SVTC provides wheelchair accessible rides to non-emergency medical
appeintments and fo fulfill fundamental needs such as grocery shopping and essential personal
appointments to persons in need residing in any of the communities participating in the funding
of SVTC.

WHEREAS: CITY has been authorized by ifs Board of Aldermen and SVTC and NRPC have
been authorized by their respective Board of Directors to enter into this Agreement;

NOW, THEREFORE IT 1S AGREED by and between the parties, as follows:
DEFINITIONS SECTION

“Paratransit Service” includes NTS vehicies, drivers, monthly service reporting, other reporting
as described in this Agreement and call center operations. Paratransit Service also includes
NTS transportation to and from, but is not limited to, the fallowing for Qualified Riders:

o Healthcare appointments including but not limited to doctor visits, outpatient
services, counsaling, laboratory visits, pharmacies and dialysis

o Social service appointments including SHARE, DHHS and SSA

o Municipal offices including Town Halls and focal libraries in the participating towns

o Local community dining locations in participating towns sponsored by St Joseph
Community Services

co Local senior activity locations including the Milford Area, Hollis and Brookline
Saniors, the Parkhurst Place Community Room, and the Nashua Senior Activity
Center and Nashua YMCA

o Rides are available for shopping as scheduling and space allow throughout the
SVTC carnmmunities and Nashua.

co Local Courts in any of the participating towns or Nashua

o =©Rides to most destinations In the Sk Towns and Nashua will be accepted. Rides
to these other destinations and for shopping in Nashua and the Six Towns may or
may not be available on any given day due to availability in the daily schedule

o SVTC may submit written requests for modifications to scheduled service days or
dastinations with 21 days’ notice to NTS operations

"Holidays" shall mean: Independence Day, Labor Day, Thanksgiving Day, Christmas Day, New
Year's Day and Memorial Day.

"Participating Towns” shall mean Amherst, Brookline, Hollis, Milford, Mont Vernon, and Wilton,
New Hampshire.

‘i SALES e SERVICE
mn INSTALLATION

20 Downeast Drive, Yarmouth, Maine 04096

References:

Reference #1

Harvey Construction of NH

John Beaver- Senior Estimator- jbeaver@hccnh.com
(603) 624-4600

10 Harvey Road

Bedford, NH 03110

MHS is currently contracted with Harvey for roughly 1.5M in Lockers and other division 10
products. We are the division 10 supplier for the New Nasua Middle School currently under
construction.

Reference #2:
Planet Fitness World Headquarters

Christina Lailer Nye- Director, Equipment Placement & Administration at Planet Fitness World
Headquarters- christina nye@pfhq.com

(603)750-0001 x302
4 Liberty Lane
West Hampton, NH 03842

MHS provides lockers and toilet partitions for all Planet Fitness Health Clubs in North America.
We provide and install approximately 175-200 facilities each year and approximately 50,000
lockers per year for the last 16 years.

"Qualified Rider’ shall mean any person residing in a Participating Town who has submitted an
application and been approved for paratransit services. Individuals permanently residing in fong-
term care facilities (i.e. nursing homes, assisted living) are, however, excluded from being a
“Qualified Rider.” Individuals admitted ta rehabilitation centers in Participating Towns for short-
term rehab and who have previously used the Paratransit Service may continue to do so provided
all ather transporiation funding sources have been exhausted.

SECTION 1: SERVICES AND SERVICE AREA

1.1. CITY shall provide, through NTS, Paratransit Services for Qualified Riders subject ta this
Agreement and the NTS terms and conditions of ridership within and to the boundaries of
Nashua, Amherst, Brookline, Hollis, Milford, Mont Vernon, and Wilton, New Hampshire.

4.2 CITY shail provide, through NTS, and SVTC shall purchase at the rate set forth In
Section 3.1 thirteen (batween 10 and 13) hours par day of scheduled Paratransit Service
Monday through Friday, excluding Holidays and the day after Thanksgiving, for a monthly total
of schedule service haurs equal to the number of service days in the month multiplied by 10-13
contracted hours of service (# of service days X daily hours (10-13) = total monthiy contracted
service hours). To provide additional flexibility, SVFC will begin the contract at 10 hours of
service per day, and when NTS and SVTC determine that damand warrants an increase of
hours (as service hours are increased), then service will be billed at up to 13 hours per day. This
determination must happen by the 20th day of the month, to be effective on the 1% of the
fallowing month. Likewise service can change from up to 13 hours back to 12, 11, or 10 hours
per day in the same manner. The intent is not to make this change on a monthly basis, but
rather to be sensitive to changing demands piaced on SVTC service.

9 Gn occasion, relative to the day before or the day after a holiday, hours may be
redistributed but will not exceed the above stated language in Section 1.2. All changes
by SVTC in regards to holiday service must be transmitted in writing by SVTC to NTS at
least 8 weeks prior to select holidays or change in service.

o With the exception of the above bullet, at no time shall the monthly allotment of
contracted service hours be exceeded without just compensation to NTS.

o Ifthe monihly allotment of schedule service hours ara found to be in excess of monthly
contracted service hours, NTS will bill SVTC for each hour of overage at the rate set
forth in Section 3.1.

o CITY shall provide, through NTS, SVTC notice via phone or email an a monthly basis
when 80% of the total contract hours has been exceeded.

1.3. The hours of operation for service shall be Monday through Friday 8AM — 6PM including
travel time to/from the Nashua garage, excluding Holidays.

1.4 Any expansion or diminishment of Paratransit Services will require written agreement from
both CITY and SVTC, and may require changes to the amount of service hours purchased and/or
the hourly rate or both.

1.5 Applications.

Applications for Paratransit Services will include, as a separate page, a copy of the agreed upon
No Show and Cancellation Policy. Applications received by SVTC will be emailed or otherwise
delivered in hardcopy to a designated person at NTS. Applications received by NTS will be
emailed or otherwise dalivered in hardcopy to a designated person at SVTC. Every effort will be
made by NTS to process applications as soon as possible, but processing may take up to 10

business days. In extreme circumstances, NTS will make every effort to process the application
expeditiously.

1.6 Reservations.

Reservations must be made two business days in advance and can be made Monday thraugh
Friday, from 8 AMto 5PM. Requests must be submitted by and of business on Thursday for
tides scheduled on the following Monday. Business days do not include weekends or Holidays.

Healthcare related trips take priority over all other types of rides. When scheduling conflicts
arise, NTS will work with SVTC, to ensure rides are prioritized by senior citizens and those living
with a disability over rides reserved by other residents. The SVTC van cannot be back to
Nashua for any appoinimenis 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 subjact to change depending on the daily demand. If changes are required, all
passengers will be notified by 5pm the day before the Paratransit service is requested, unless
theré are weather or emergency related changes necessitating a shorter timeframe.

Total Travel Time
Travel Times Amherst, Brcakline, | Mont Vernon and Wilton
Hollis, and Milford
In-Town Trips 1 hour 4 hour
Out of Town Trips 4.5 hours 1.5 hours
To Nashua 7.6 hours 2 hours

Total Travel Time is the beginning cf the 30 minute pick-up window to the appointment time.
Riders need to be ready and prompt as drivers are only allowed fo wait 5 minutes fora
passenger to board the Paratransit. 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.)

1.7 Shopping.

Shopping is available on weekdays, as agreed upon by SVTC and NTS, for Amherst, Brooklina,
Hollis, Milford, Mont Vernon, and Wilton residents. A minimum of 4 hour is scheduled for
passengers(s) to complete shopping per destination. Due to safety and space limitations on
vehicles there is a 2 shopping bag limit per rider. Passengers must be able to manage their
shopping bags as NTS drivers are not able to assist.

Shopping carts ara allowed with the basket size not to exceed 18” in width; 14” in dapth; and 20°
in height. These size limitations do not include the handle,

Passengers must inform dispatch of their intant to bring a cart when scheduling a tide. The use
of shopping carts is on a space available basis. If your cart cannot be accommadatad you will
be notified in advanca. All items must be contained within the cart, properly controlled by the
passenger, and safaly secured in the designated storage area.

1.8 Safety.

After prior approval from NTS Supervisors, which approval shall be at his or her sole discretion,
NTS drivers will go into driveways with safe tum around access. This is necessary to ensure
adequate space is available for Paratransit to tur around. If NTS determines a driveway is
unsafe to enter, NTS will notify SVTC and the rider. Drivers are able to assist passengers in
boarding or disembarking safely from the Paratransit. As noted previously drivers cannot assist
with shopping bags.

When asked, drivers will assist passengers with securing seatbelts. Drivers will secure ali
wheelchairs or scooters. Drivers will assist riders from and to origin and destination dacrs
unless the access way is not safe due to snow or ice or other unforeseen obstacles.

1.9 No-Shows and Cancellations.

No-Show Policy :

« No-Shows are defined as: rides not cancelled by the passenger or their
representative at least two (2) hours before the scheduled pick-up time and rides
where the passenger does not board the van to take a scheduled ride within 5
minutes of the van’s arrival.

o 1% No-show = letter

o 2 No-show = 2 fetter

co 3™ No-show = NTS and SVTC will monitor passenger use of the service. Ifa
passenger has three No-Shows in a 30-day period, the NTS Operations
Supervisor or designee will contact the passenger to discuss resaiving any
barriers or constraints that may be causing the pattem of No-Shows.

o Thereafter, if a passenger has frequent No-Shows, including late cancellations,
NTS and SVTC will evaluate the passenger's travel history including number of
one-way rides scheduled, rides cancelled, and rides not taken (No-Shows).
Passenger ridership over the past six month will be used to evaluate for patterns
or practice of missed rides and a 10% No-Show rate will be taken into
consideration to determine if there is “cause” for service suspension.

o NTS and SVTC will coordinate any additional follow-up actions to be taken prior
to an actual suspension letter being sent to the passenger. NTS and SVTC will
make avery effort to help the passenger resolve any barriers or constraints that
may be causing the pattem of No-Shows.

o Asuspension due to a pattem or practice of No-Shows will be for 15 days of
sarvice.

o AllNo-Shows are tracked on a monthly basis from date of 1"! No-Show, and will
be tracked for a rolling six month period. After six months the No-Show will
remain on file but will no longer be included in the rolling six month accrual
period.

e Cancellation Policy:

a All cancellations by SVTC passengers require a two (2) hour notice, due to the
amount of travel time for towns outside of Nashua, prior to the scheduled pick up
time or they will be considered a no shaw.

2 NTS will notify SVTC in writing via email or otherwise delivered in hard copy when a
passenger is being sent a suspension letter. A passenger may appeal a decision by NTS
to SVTC as per the SVTC Passenger Appeals Policy (dated June 2011, or as amended)

* Ona case-by-case basis, with extenuating circumstances, SVTC and NTS will work with
individual passengers on utilizing alternate transportation plans to address unique
needs.

* Any amendments or changes to passenger policies by NTS or SVTC will be mutually
agreed upon and communicated in writing to the other party in a timely manner,

SECTION 2: TERM

This agreement shall be effective as of July 1, 2021 and shall ferminate on June 30, 2022
unless terminated earlier by one of the parties, in which case, written notice of terminatian shall
be required no less than thirty (30) days prior to the proposed tennination date. Upon
termination of this Agreement any and ail properly used in connection with this Agreement will
be promptly returned to the party holding title thereto.

SECTION 3: SVTC RATE, FARES AND PAYMENT
3.1 SVTC shall pay $53 per hour for contracted or scheduled Paratransit Service.

3.2 Fares.

Fach one way ride is $2.00 per person. Personai Care Assistants ride at no cost while
accompanying a paid rider. Children age 5 and under ride free but must ba accompanied by an
aduit. Guest(s) are an additional $2.00 per person, and are treated as a separate rider. NTS
must be notified about the quest(s) when the rida is schedulad. Each SVTC Bus Fare Pass
provides 1 one-way ride frae of charge to the passenger.

3.3. Billing and Payment.

SVTC is obligated to pay any Paratransit Fare fees accrued through the SVTC Free Bus Fare
Program on a quarterly basis. NTS will collect the SVTC Free Bus Fare Passes on a monthly
basis for pick-up by SVTC.

NTS shall submit quarterly bills for the Purchase of Paratransit Services and the Free Bus Fare
Program ridas to NRPC.

NRPC will review the Purchase of Paratransit Service bill and request approval by SVTC and
submit to NHDOT. Upon appraval by SVTC, NRPC will submit the quarterly Purchase of
Paratransit Services invoice to NHDOT far payment. Once payment is received from NHDOT,
NRPC will release the payment to NTS.

NRPC will send the NTS Free Bus Fare Program bill ta SVTC for review and approval, Once
approved, NRPC, acting as SVTC's fiscal agent, will release payment to NTS. In the event that
SVTC assumes financial managemeni of its resources, SVTC will release said payment to NTS.

3.4 SVTC may conduct service and financial audits for services aperated with any funding
from SVTC.

SECTION 4: CITY RESPONSIBILITY

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

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

4.3 Interruption of Servics/Non-Parformance

CITY and NTS shail 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
authoritles, shortages of motor fuel or equipment, significant funding reductions, acts of Gad, 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 Genera! of the
United States, or any designee shali 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 raport ta SVTC for each month that Paratransit
Service is provided. Substantiva madifications to the content or format of the repart as
developed between 2008 and 2022 will be mutuaily agreed to in writing by SVTC and
NTS.

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

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

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

5.2 Covenant Against Contingent Fees.

8oth parties warrant that no person has been employed or retained to solicit ar 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, financiaily or otherwise, in this Agreement.

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

5.4 Termination

SVTC and CITY hereby agree to full performance of tha covenants and obligations contained
herein, except that each reserves the righi, at its option and sole discretion, to tenminate the
service provided for In this Agreement, or any portion thereof. Tarmination 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 becames 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
attributing to Section 13(c} of the Federal Transit Act of 1964, as amended, the total of which is
hereinafter referred to as "tennination costs.” If 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

6

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, excapt 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 Requiations, Department of Transporiation, 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 regulatians, In accordance with applicable Federal directives, except to the
extent that the Federal gavemment determines othenwise in writing, as such civil rights jaws and
regulations may be amended from fime 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 tc the extent that such are attributable,
diractly 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 intantional act of its officers, agents and employees.
This provision shail sutvive 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 fo this Agreement shall act in its individual capacity and net as an agant, employee,
partner, joint venturer, associate, or any other representative capactty of the other. Each party

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