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City of Nashua, New Hampshire
Nashua Transit System
and
Rivier University
“UPASS” TRANSPORTATION AGREEMENT
School Year — 2022 - 2023

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
all scheduled hours of service, on all fixed-route NTS bus routes. Riders presenting a
valid Rivier University student/staff 1D 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.

1.2 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, 2022 through June 30, 2023.

3.2 If the University desires to continue this program after June 30, 2023, NTS must
receive written notification to include expected levels of service by January 15, 2023.
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 $8,000

4.2 The University shall pay NTS as follows:
a.$ 4,000 due by July 15, 2022
b. $4,000 due by January 15, 2023

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 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 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 If at any time during the term of this Agreement, either party shall 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
from 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 forty-five (45) days written notice.

8.3 All accounts shall be settled 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
and this agreement shall 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 both
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 all 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 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 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
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

py: ern ree, VELA
(Print Name & Title)

Kbee, Fons LI SV dR

(Signature) Date

SERVICE AGREEMENT

This Agreement between The City of Nashua, a New Hampshire municipa! corporation, 229
Main Street, Nashua, NH 03061 ("CITY"), the Souhegan Valley Transportation
Collaborative, a New Hampshire nonprofit corporation, P.O. Box 753, Hollis, NH 03049
("SVTC") and Nashua Regional Planning Commission, a Regional Planning Commission
pursuant to RSA 36:45-53, as fiscal agent for SVTC and lead agency for the Region 7 Regional
Coordination Council for Community Transportation, 30 Temple Street, Suite 310, Nashua NH
03030 (“NRPC’).

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

WHEREAS: SVTC provides wheelchair accessible rides to non-emergency medical
appointments and to 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 its Board of Aldermen and SVTC and NRPC have
been authorized by their respective Board of Directors to enter into this Agreement:

NOW, THEREFORE IT IS AGREED by and between the parties, as follows:
DEFINITIONS SECTION
“Paratransit Service” includes NTS vehicles, 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 following for Qualified Riders:

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

© Social service appointments including SHARE, DHHS and SSA

© Municipal offices including Town Halls and local fibraries in the participating
towns

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

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

a Rides are available for shopping as scheduling and space allow throughout the
SVTC communities and Nashua.

© Local Courts in any of the participating towns or Nashua

o Rides to most destinations in the Six 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
destinations with 21 days’ notice to NTS operations

“Holidays” shall mean: independence Day, Labor Day, Thanksgiving Day, Day after
Thanksgiving, Christmas Day, New Year’s Day and Memorial Day.

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

“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 long-
term care facilities (i.e. nursing homes, assisted living) are, however, excluded from being a
“Qualified Rider.” Individuals admitted to rehabilitation centers in Participating Towns for short-
term rehab and who have previously used the Paratransit Service may continue to do so
provided all other transportation funding sources have been exhausted.

SECTION 1: SERVICES AND SERVICE AREA

11 CITY shall provide, through NTS, Paratransit Services for Qualified Riders subject to 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.

1.2 CITY shall provide, through NTS, and SVTC shall purchase at the rate set forth in
Section 3.1, between 10 and 13 hours per day of scheduled Paratransit Service Monday
through Friday, excluding Holidays and the day after Thanksg!ving, for a monthly total of
schedule service hours equal to the number of service days in the month multiplied by 10-13
daily contracted hours of service (# of service days X daily contracted hours of service (10-13) =
total monthly contracted service hours).

To provide additional flexibility, SVTC will begin the contract at 12 hours of service per day, and
when NTS and SVTC determine that demand 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 following 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 placed on SVTC service.

© Qn 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.

c¢ ff the monthly allotment of schedule service hours are 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.

& CITY shall provide, through NTS, SVTC notice via phone or email on 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.

REPORT OF THE FINANCE COMMITTEE
MAY 4, 2022

A meeting of the Finance Committee was held on Wednesday, May 4, 2022, at 7:00 p.m. in the Aldermanic
Chamber and via Zoom. The meeting link information can be found on the agenda.

Alderman Patricia Klee, Vice-Chairman, presided.

Members of the Committee present: Alderman Patricia Klee, Vice Chair
Alderman Alex Comeau
Alderman Tyler Gouveia
Alderman-at-Large Ben Clemons (via Zoom)
Alderman-at-Large Melbourne Moran, Jr.

Members not in Attendance: Mayor Jim Donchess
Alderwoman-at-Large Gloria Timmons

Also in Attendance: Kim Kleiner, Administrative Services Director
Kelly Parkinson, Purchasing Manager
Cheryl Lindner, Treasury Management Officer
Karen Smith, NPD Business Office Manager
Rob Page, NPD
David L. Boucher, Superintendent of Wastewater
Jason Toohey, IT Manager, Project/Development
Nick Miseirvitch, ClO, Information Technology
John Stewart, Superintendent of Street Department
Dan Hudson, City Engineer
Tim Cummings, Economic Development Director
Jennifer McCormack, Library Director

PUBLIC COMMENT

COMMUNICATIONS

From: Kelly Parkinson, Purchasing Manager
Re: | HVAC Project Change Order #2 in the amount not to exceed $29,259.36 funded from 81200 Buildings
& Improvements (Police Dept.)

MOTION BY ALDERMAN COMEAU TO ACCEPT, PLACE ON FILE AND APPROVE CHANGE ORDER #2
TO UPDATE REQUIREMENTS FOR THE HVAC UPGRADES AT THE NASHUA POLICE DEPARTMENT
WITH TURNSTONE CORPORATION IN AN AMOUNT NOT TO EXCEED $29,259.36. FUNDING THROUGH

DEPARTMENT: 150 POLICE DEPARTMENT; FUND: 81200 BUILDINGS AND IMPROVEMENTS, BY ROLL
CALL

A viva voce roll call was taken which resulted as follows:

Yea: Alderman Klee, Alderman Comeau, Alderman Gouveia, Alderman Clemons,
Alderman Moran 5

Nay: 0
MOTION CARRIED

From: Kelly Parkinson, Purchasing Manager