HomeMy WebLinkAboutPR 20308: NEW CONTRACT WITH GREYHOUND BUS LINES, INC. t irvof
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INTEROFFICE MEMORANDUM
Office of the Transit Department
Date: June 26,2018
To: Harvey Robinson,Interim City Manager
From: Ivan Mitchell,Transit Manager y
Re: P.R.20308
Nature of request: Execute a new contract with Greyhound Bus Lines, Inc.
("Greyhound"), which authorizes Port Arthur Transit(PAT)to serve as Greyhound's
local bus terminal and ticket agent.
Background: Port Arthur Transit received approval from the Federal Transit
Administration(FTA)to allow incidental usage to the FTA funded property. The City
Council subsequently approved a contract with Greyhound on January 31, 2017,which
granted continuous renewal. After a year of operating under the contract unforeseen
matters have necessitated modifications for future contracting with Greyhound. The
following modifications below will be updated in the new contract.
1. The prior contract stipulated PAT to sell charter services as a ticket agent. Due to
the nature of this task, PAT removed from the contract.
2. The prior contract contained language stipulating PAT would accept freight,
packages and luggage at the ticket office. Due to the lack of storage space PAT
removed this language. However, PAT agreed to hold luggage for customers, but
once space is exhausted we will not accept additional bags.
Recommendation: It is recommended that the City Council approve proposed resolution
NO. 20308. This Resolution would authorize the City Manager to execute a new 2-year
contract with Greyhound, allowing Port Arthur Transit to continue serving as
Greyhounds local bus terminal and ticket agent.
Budgetary/Fiscal Effect:No effect to budget.
P.O. Box 1089-PORT ARTHUR,TEXAS 77641-1089.409/983-8101-FAX 409/982-6743
P.R. No. 20308
06/07/2018 CN
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
A NEW CONTRACT WITH GREYHOUND BUS LINES, INC. OF
DALLAS, TEXAS, FOR PORT ARTHUR TRANSIT TO SERVE AS
GREYHOUND'S LOCAL BUS TERMINAL AND TICKET AGENT
WHEREAS, per Resolution 17-026, the City Council approved a contract with
Greyhound Bus Lines, Inc. ("Greyhound") on January 31, 2017 and,
WHEREAS, the January 31, 2017, contract granted continuous renewal, but foreseen
matters have necessitated contract modifications for future contracting with Greyhound; and,
WHEREAS, the City Council desires to authorize approval of a new contract for two (2)
years; and,
WHEREAS, Port Arthur Transit will serve as a ticket agent for Greyhound, with the
exception of shipping and storing incoming freight, due to limited store space in Port Arthur
Transit's administration building; and,
WHEREAS, Greyhound has provided a new contract, which meet Port Arthur Transit's
specifications and Federal Transit Administration's (FTA) guidelines and regulations, attached
hereto as Exhibit"A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR:
THAT,the facts and opinions in the preamble are true and correct.
THAT,the City Council of the City of Port Arthur hereby authorizes the City Manager
to enter into a two year contract with Greyhound Bus Lines, Inc. of Dallas, Texas, for Port
Arthur Transit to serve as its local terminal and ticket agent, in substantially the same form as
attached hereto as Exhibit"A".
THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City
Council.
READ,ADOPTED AND APPROVED this day of July A.D. 2018 at a Regular
Meeting of the City of Port Arthur, Texas by the following vote:
AYES: Mayor:
Councilmembers:
P.R. No. 20308
06/15/2018 CN
NOES:
Mayor
ATTEST:
City Secretary
APPS' •VED AS TO FORM:
il'efA) 4 Yf,V, (1,17deitiefo .425
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APPROVED FOR ADMINISTRATION:
City Manager
Transit Manager
APPROVED AS TO AVAILABILTY OF FUNDS:
Director of Financ
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Purchasi g Manager
Agency#2760
Port Arthur,TX
F.err— iy"
GREYHOUND LINES, INC.
STANDARD INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT made as of this 15th day of June,2018(the"Effective Date").
BETWEEN: GREYHOUND LINES, INC., a body corporate having its head office at P.O. Box 660362, Dallas, TX
75266-0362(the"Company")
-and-
Port Arthur Transit,a city entity validly created,organized and in existence having an office in the City of Port Arthur,in
the State of Texas(the"Contractor");
WHEREAS:
THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:
1. COMPENSATION
1.1 The Company agrees to pay,in the manner set out in the Company's policies,the following compensation/commission to
the Contractor:
PERCENTAGE TYPE OF SERVICE PERCENTAGE TYPE OF SERVICE
AND/OR FLAT AND/OR FLAT
FEE FEE
10% Tickets/Prepaid Ticket 0% Outbound Express
Order/Change of Itinerary
Fee/Priority Boarding Fee
10% Commutation Tickets 0% Inbound Express
4% Will Call Ticket to be 20% Phone Card Sales
printed by the Contractor
S3.00 Prepaid Ticket Order 100% Express Storage Fees
Honored Fee(Flat rate)
0% Charters $2.00 Student Advantage
15% Excess Baggage 10% Excess Value
The Contractor is not entitled to receive any amount whatsoever other than the compensation amounts stated above. The
percentage amount is based on the amount of actual sales done by the Contractor, before applicable taxes. If applicable,
further compensation may be stated in Addendum III. Express storage fees will only apply once appropriate documentation
has been entered in the Company's point of sale system.
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Contractor may request additional compensation from the Company if Contractor is required to operate additional hours as
required by the Company in order to properly service customers. The extension of hours may be due to stranded passengers,
weather, late buses or similar circumstances.A business decision will be made by the Contractor as to whether additional
hours are warranted based on factors including length of time,type of facility,necessary staffing and security. Contractor
shall submit a form AC-85 whenever additional hours are needed and it must be pre-approved by the relevant Agency
Customer Experience Manager or an Operations Support Center representative.
2. SERVICES
2.1 The Contractor shall perform the following functions and provide the following services at 344 Procter Street
(street address) in the City of Port Arthur, in the State of Texas 77640 (the"Contractor's Premises"). Only those
functions marked shall apply. Each must be initialed by Contractor if applicable.
Initials
❑ Sell and issue Tickets at tariff rates approved by the Company.
❑ Prepare and issue Transportation Documents required for the transportation of baggage, Express and other
goods by the Company and its affiliated and connecting carriers at tariff rates approved by the Company.
❑ Properly receive,store and deliver to the persons entitled to receive them all goods to be transported by,through
or pursuant to the instructions of the Company and its affiliated and connecting carriers.
_ ❑ Furnish upon request to the public any information contained in tariffs, bulletins,circulars and literature issued
by the Company for the transportation of passengers or the handling of Baggage and goods by the Company and
its affiliated and connecting carriers.
❑ Promptly send,after 30 days of storage,any loss or mishandled goods to the Company's lost items warehouse
via Company transportation.
❑ Allow the Company to load and unload passengers and their baggage as well as all goods(including Express)at
the Contractor's Premises.
❑ Provide or arrange for, in those areas so designated by the Company, Pick-Up and Delivery Service within the
county boundaries of the City of Port Arthur, in the State of Texas("P&D Service Area")in accordance with
such tariffs,rates,regulations and accounting procedures as may be issued by the Company from time to time.
_ ❑ That Contractor will without compensation: Reissue tickets in exchange for tickets or ticket orders issued by
another contractor,connecting carrier's contractor,or the Company.
_ ❑ Provide at the Contractor's Premises, at its sole cost and expense,the following to be of a nature satisfactory to
the Company and to be configured, decorated and maintained in an attractive, sanitary, clean and safe manner
conducive to the business of the Contractor pursuant to this Agreement:
(i) adequate waiting room space and furnishings;
(ii) attractive and sanitary lavatory facilities;
(iii) convenient facilities for the sale of Tickets, preparation and handling of Transportation Documents and
handling of baggage,Express and other goods;and
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(iv) all facilities, supplies, furnishings, devices and machinery necessarily incidental to the provision of items
(i)to(iii);and
❑ Place and maintain the sign or signs provided by the Company designating the Contractor's Premises as a
Ticket,transportation and Express agency of the Company and its affiliated and connecting carriers.
❑ Operate the Business with specified hours as agreed upon between the Contractor and Company and
communicate alterations to the Company a minimum or fourteen(14)days in advance.
"Business"shall mean any of those services marked as applicable in this Section 2 above.
"Ticket"shall mean any document to be commissionable as defined in section 1.1 approved by the Company for use in the
provision of passenger transportation services for the Company or its affiliated and connecting carriers.
"Express" shall mean any goods (excluding baggage) accepted for transportation and for which a Transportation
Document has been issued by the Company, an authorized agent of the Company, or the Company's affiliated and
connecting carriers irrespective of whether such goods are carried, transported or consigned on a standard or priority
basis.
"Transportation Documents"shall include busbills,waybills, bills of lading or other shipping documents approved by the
Company for the transportation of goods, including Express over the Company's routes or the routes of its affiliated and
connecting carriers.
"Pick-up and Delivery Service" shall mean all work, labour and services rendered by the Contractor, at it sole cost and
expense,to pick-up or deliver Express,goods or baggage of the Company's customers between the customers' premises and
the Contractor's Premises.
"Standard" or"Priority" shall mean transportation of Express along the routes of the Company and/or its affiliated and
connecting carriers from an origin point designated by the consignor to a destination point designated by the consignor or
consignee(other than the Contractor's Premises).
2.2 In cases where a phone number is listed in the phone directories under the name Greyhound and it's affiliates,such phone
number shall belong solely to the Company and be paid by the Company. The Contractor shall have no right whatsoever
in connection with that phone number. The Company shall have the absolute right to transfer such phone number to any
other facility it so chooses.
In all other cases,the Contractor shall provide, at the Contractor's sole cost and expense, all telephones,telephone lines,
fax lines, fax machines, white page telephone and fax directory advertising and telephone and fax number information
necessary for the Contractor to perform its obligations herein.
2.3 The Contractor shall pay all state, federal and other taxes which shall be assessed or levied against the Contractor's
Premises and/or the Business during the term of this Agreement; to obtain any and all licences necessary or required in
connection with the operation of the Contractor's Premises or the Business; and to pay all other charges or levies from
third parties in relation to the Contractor's Premises or the Business.
2.4 Under no circumstances whatsoever shall the Contractor or the Contractor's Personnel accept, handle or transport, any
product, device, liquid, gas, item, substance or commodity of any nature, description or type whatsoever prescribed or
deemed as dangerous by any regulating body governing the transportation of such goods to, from or through the
Contractor's Premises, or over the routes of the Company or its affiliated and connecting carriers (the "Dangerous
Goods")or any other dangerous materials.
2.5 Not to use the word "Greyhound" as part of Contractor's business name for any purpose. Contractor acknowledges that
the word "Greyhound," together with the various symbols, slogans, logos, and the like("Marks")owned or licensed by
the Company are valuable, special and unique assets of the Company.The use of Marks under this Agreement is for the
purpose of distinguishing the services of Greyhound Lines, Inc.and its subsidiaries only.Contractor may use Marks only
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as an aid in informing the public where Greyhound Lines, Inc.'s services may be purchased and that Contractor is
authorized to sell Greyhound Lines, Inc.'s services. Contractor shall not use Marks to identify Contractor's services or in
any way except as specifically authorized herein. Contractor shall indemnify and hold Company harmless for any costs,
fees and expenses (including reasonable attorneys' fees) associated with any breach of this Section, such indemnity to
survive any termination of this Agreement. Contractor's Internet(worldwide web)sites are strictly prohibited from using
the name "Greyhound", the image of the running dog and any other trademarks or service marks associated with
Company's transportation business.
3. FINANCIAL MATTERS
3.1 The Contractor shall adopt and comply with all financial, credit, depositing and accounting policies which may be
developed and issued by the Company from time-to-time.
3.2 The Contractor shall account to the Company for and pay to the Company the value of all services sold for the
transportation of passengers, baggage, Express and goods regardless of whether those transportation charges are actually
collected, unless otherwise specifically agreed to in writing by the Company. The Contractor agrees to hold and protect
at all times any and all money and/or property of the Company in the care or under the supervision of the Contractor,and
to reimburse the Company for any loss of or damage to such money and/or property. The title to all Tickets and
Transportation Documents and the proceeds of the sale or issuance thereof shall be at all times in the Company, it being
the intention of this Agreement that the Contractor shall at all times be in the position of a trustee of said Tickets and
Transportation Documents and the proceeds of sale or issuance thereof for the Company. Failure to remit all monies to
Company will result in interest charges to Contractor for funds withheld at the maximum rate allowed by law.
The Contractor shall remit to a bank account designated by the Company, in a manner as approved by the Company, all
monies belonging to the Company or due to the Company or collected for the account of the Company at such times or at
such intervals as may be prescribed by the Company. Failure to properly deposit all monies will result in interest charges
to the Contractor for funds withheld at the maximum rate allowed by law.
The Company hereby authorizes the Contractor to deduct the sums to which the Contractor is properly entitled pursuant to
this Agreement from the Company's funds in the possession of the Contractor when remittances are made to the Company
pursuant to this Agreement.
To render to the Company all required documents to support activity within the facility and to remit to the Company on a
daily basis for all monies owed,or as directed by the Company.
3.3 The Company is authorized to deduct from any money that may be due to the Contractor hereunder the compensation
previously allowed to the Contractor in respect of Tickets or transportation charges subsequently refunded or discounted
to patrons or not collectable from patrons and also the full amount of any payment or payments made or expenses
incurred by the Company by reason of loss of or damage to baggage and/or Express chargeable to the Contractor,and the
Contractor hereby agrees to pay to the Company forthwith on demand any deficiency that may exist with respect to such
adjustments,refunds,losses or damages.
3.4 It is expressly understood and agreed that the personnel furnished by the Contractor to perform and render services
pursuant to this Agreement shall be and shall remain employees, servants or agents of the Contractor and under no
circumstances are such personnel to be considered employees, servants or agents of the Company. Further, the
Contractor shall supply and pay all of the Contractor's Personnel during the term of this Agreement and shall be
responsible for, among other things but not limited to, all wages, pension plan premiums, workers' compensation
premiums, employment insurance premiums, employer health tax remittances and income tax source deductions
(collectively,the"Employment Remittances").
The Contractor shall indemnify and save harmless the Company from any and all liabilities, losses, claims, expenses,
damages, actions, causes of actions and obligations whatsoever incurred or suffered by or made, claimed or brought
against the Company arising out of, in connection with or otherwise relating to(i)the Company being deemed to be an
employer of the Contractor's Employees for the purposes of applicable employment legislation; or(ii)the failure of the
Contractor to pay the Employment Remittances as they become due.
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4. INDEMNITY AND INSURANCE
4.1 The Contractor shall save, defend, hold harmless and indemnify the Company, its affiliates, officers, directors,
employees, affiliated and connecting carriers and their respective representatives (the "Protected Parties") against any
claims, losses,death,damages, including property, costs or expenses or attorney's fees of any kind or nature incurred or
to be incurred by the Protected Parties arising from:
a) the failure of the Contractor to comply with any covenant or obligation contained in this Agreement;
b) any damage to property or injury to persons of any description, including without limitation illness or death,
occurring in,upon or about the Contractor's Premises,or arising directly or indirectly from or out of:
(i) the acts, negligence or omissions of the Contractor, it employees, representatives, contractors, servants or
agents(the"Contractor's Personnel");
(ii) any act or thing done or permitted to be done upon the Contractor's Premises by the Contractor or the
Contractor's Personnel;or
(ii) any default under this Agreement by the Contractor or the Contractor's Personnel;
c) any use or occupancy of Contactor's Premises,automobiles or equipment;
d) accepting, handling or transporting Dangerous Goods or other dangerous materials by the Contractor or the
Contractor's Personnel;
e) loss or damage of Baggage or goods while under the care and supervision of the Contractor or the Contractor's
Personnel;or
f) any employment-related claim by Contractor Personnel for failure to pay, including but not limited to, salaries,
benefits,taxes or Worker's Compensation Board payments as they become due.
The Contractor is not required to indemnify the Protected Parties from and against any claims, losses,damages,costs or
expenses of any kind or nature arising from any damages caused by equipment owned by the Company or for which the
Company is responsible to maintain, unless said damages result in part from the negligent acts or omissions of the
Contractor or the Contractor's Personnel.
4.2 Contractor represents and warrants that its facilities are and will be operated in compliance with all laws applicable to it,
including but not limited to, the Americans with Disabilities Act as amended ("ADA"). Contractor agrees to assist
Company personnel with boarding or deboarding of customers with disabilities at Contractor's facility and will provide
such other assistance or accommodations to Company's customers to the extent required under the ADA.
4.3 To be liable for all charges for transportation services sold regardless of collection of such charges. To be liable for and
protect any and all money and/or property of the Company in the care or under the supervision of Contractor and to
reimburse Company for any loss or damage to such money and/or property. At Contractor's expense to furnish a bond or
other security of a type and in an amount satisfactory to Company for the protection of Company funds and/or property.
The Company will waive the requirement for a bond or other security upon the payment by Contractor to Company
of an annual waiver fee.The title to all tickets and busbills and proceeds thereof and of all other monies collected for the
Company shall be at all times in the Company, it being the intention of this Agreement that the Contractor shall at all times
be in the position of trustee and fiduciary of the same for the Company.
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5. TERMINATION
5.1 This Agreement starts on the Effective Date and continues until terminated by either the Contractor or the Company at any
time for any reason,without penalty of any kind,effective thirty(30)days after delivery of advance written notice,provided
that:
a) in the following events,the Company shall have the right to terminate this Agreement immediately without notice or
penalty of any kind whatsoever and that the Company is hereby authorized to do so:
i. any default in the account remittances of the Contractor for monies due to the Company;
ii. any failure to provide competent and continuing service;
iii. in the event that a receiver is appointed in respect of the Contractor, or in the event of an assignment in
bankruptcy or receiving order in respect of the Contractor;
iv. in the event the Contractor assigns this Agreement.A change of control of the Contractor shall be deemed
to be an assignment.
v. any violation by the Contractor of any provision of this Agreement which is not remedied within ten(10)
days after notice thereof is given;
vi. in the event that the Contractor's Premises shall be completely or substantially destroyed by any cause
whatsoever during this Agreement,the Company,the Contractor and/or the Principal(s)may terminate this
Agreement on seven(7)days written notice;
vii. in the event the Company's right to load and unload passengers and their baggage or any goods(including
Express) at the Contractor's Premises, including the right to move and park vehicles to the extent
necessary to conduct operations to or from the Contractor's Premises,or the Company's right to carry on
its business of transporting passengers, baggage and Express to and from the Contractor's Premises, is
restricted, denied or prevented, whether by municipal, provincial or federal law, ordinance or decree or
otherwise;or
b) in the event any notice of termination is provided to the Company by any one of the parties comprising the
Contractor,the Company shall have the right to terminate this Agreement for the remaining parties.
5.2 Upon termination of this Agreement,the Contractor:
a) shall not be entitled to receive any compensation from the Company in any form whatsoever including without
limitation any alleged damages for the impairment of the goodwill associated with the Business, lost profits, loss
of potential profits or any other related damages;
b) shall not operate or do business under any name or in any manner that might tend to give the public the impression
that the Contractor is either directly or indirectly associated or affiliated with, licensed by or related to the Company
or its affiliated and connecting carriers;
c) shall not, either directly or indirectly, use any name, logo, insignia, slogan, copyright, design, symbol or format
likely to cause confusion when compared reasonably to those used by the Company;
d) shall jointly and severally continue to be bound to pay to the Company on demand such amounts as may be
determined by the Company to be owing by the Contractor pursuant to this Agreement;
e) shall, promptly upon demand by the Company, repaint its vehicles in a colour scheme different from that used by
the Company. The Contractor acknowledges that the Company's vehicles have a distinctive colour scheme design;
t) shall remove and return or, if requested by the Company, permit a representative of the Company to remove and
return, at the Contractor's cost and expense,all signs, insignia, decals, logos and any and all other documents and
equipment in any way whatsoever connected or related to the Company; all such signs, insignia,decals and logos
are the property of Company and will remain the property of Company upon termination of this Agreement
g) shall remove from the telephone directory and from any other advertising medium any listing or reference to the fact
that the Contractor is or has provided services in accordance with this Agreement;and
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h) shall provide the Company with the sales reports required pursuant to paragraph 3.2 for any time period upon
request by authorized Company personnel.
5.3 The title to all equipment, signs, insignia or other materials furnished to the Contractor by the Company shall remain the
property of the Company at all times,and upon the termination of this Agreement must be returned to the Company.
6. ADDITIONAL COVENANTS
6.1 The Contractor shall have no authority or power to bind the Company by contract or otherwise except as herein provided for
the sale and/or issuance of Tickets and Transportation Documents for the transportation of passengers,baggage,Express and
other goods.
6.2 The Contractor agrees to adopt and comply with all policies and guidelines developed by the Company from time-to-time in
respect of the effective operation and promotion of the Business.
6.3 The rights and privileges of the Contractor granted or created by virtue of this Agreement are not exclusive. The Company
reserves the right to engage others to perform the services to be rendered by the Contractor under this Agreement, either
within the P&D Service Area or elsewhere.
6.4 All acceptances,approvals,consents,notices,demands or other communications required or permitted to be given or sent by
either party to the other (a"Notice") shall be done in writing and sent by registered mail,overnight delivery or fax to the
following addresses:
a) if to the Company at Greyhound Lines, Inc.,350 North St. Paul, Dallas,TX 75201,Attention: Legal Department
(V.Crabtree);
b) if to the Contractor at: Port Arthur Transit,Attn:Adam Saunders,344 Procter Street,Port Arthur,TX 77650.
6.5 This Agreement, its obligations and benefits may not be assigned, transferred or subcontracted in whole or in part. Any
change in the corporate ownership or the beneficial control of the Contractor shall be deemed to be an assignment of this
Agreement.
6.6 This Agreement shall be governed and construed by the laws of the State where the Contractor's Premises are located.
6.7 In the event any provision of this Agreement is determined to be invalid or not enforceable, it shall be considered separate
and severable from the balance of this Agreement and the remaining provisions shall remain in force and be binding upon the
parties hereto.
6.8 If there shall be more than one person referred to as the Contractor herein,then their obligations and liabilities shall be joint
and several.
6.9 No amendment to this Agreement will be valid except in writing signed by all of the parties hereto.
6.10 This Agreement contains all of the terms and conditions agreed upon by the parties in connection with the subject matter and
this Agreement supersedes any prior agreement,be it in writing or verbal. No director,employee or agent of the Company
has the authority to make any representation or promise not contained in this Agreement,and the parties agree that they have
executed this Agreement without reliance upon any such representation or promise.
6.11 Form PC-125 known as Federal Contractors Compliance Agreement and identified as Addendum I attached hereto is herein
incorporated by reference.
6.12 Contractor acknowledges responsibility for data security and compliance as represented in Addendum H attached hereto
is herein incorporated by reference.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed.
GREYHOUND LINES, INC. CONTRACTOR:
a Delaware corporation PORT ARTHUR TRANSIT
By: By:
Printed Name: Printed Name:
Title: Title:
Date: Date:
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PC-125(4/92)
ADDENDUM I
FEDERAL CONTRACTORS COMPLIANCE AGREEMENT
The parties agree that the following shall be incorporated by (g)The contractor will include the provisions of paragraph(a)through(g)in
reference to the attached contract every subcontract or purchase order unless exempted by rules,regulations,or
The Greyhound company involved in this contract whether orders of the Secretary of Labor issued pursuant to section 204 of Executive
Greyhound Lines, Inc. or its affiliates or subsidiaries may have the Order 11246 of September 24, 1965,so that such provisions will be binding
status of"federal contractor"or"subcontractor." upon each subcontractor or vendor.The contractor will take such action with
To the extent required by law, you,as a party to this contract respect to any subcontract or purchase order as may be directed by the
(hereafter referred to as "Contractor"), agree to comply with all
Secretary of Labor as a means of enforcing such provisions including
applicable laws and regulations goveming obligations of federal sanctions for non-compliance: Provided however that in the event the
contractors,subcontractors and recipients of federal funds,including contractor becomes involved in, or is threatened with, litigation with 8
but not limited to Executive Order 11246,the Vietnam Era Veterans subcontractor or vendor as a result of such direction, the contractor may
Adjustment Assistance Act of 1974,the Rehabilitation Act of 1973 request the United States to enter into such litigation to protect the interests of
and 41 C.F.R.parts 60-I,-20,-250 and-741 and the Americans with the United States.
Disabilities Act of 1990(42 USC 312101 et seq). Contractor certifies
that it will comply with the following provisions to the extent required II. AFFIRMATIVE ACTION FOR DISABLED VETERANS AND
by law." VETERANS OF THE VIETNAM ERA
(a) The contractor will not discriminate against any employee or
I.EQUAL OPPORTUNITY CLAUSE applicant for employment because he or she is a disabled veteran or veteran of
the Vietnam era in regard to any position for which the employee or applicant
During the performance of this contract,the contractor agrees as for employment is qualified.The contractor agrees to take affirmative action
follows: to employ, advance in employment and otherwise treat qualified disabled
(a)The contractor will not discriminate against any employee or veterans and veterans of the Vietnam era without discrimination based upon
applicant for employment because of race, color, religion, sex, or their disability or veterans status in all employment practices such as the
national origin.The contractor will)take affirmative action to ensure following: Employment upgrading, demotion or transfer, recruitment,
that applicants are employed, and that employees are treated during advertising, layoff or termination, rates of pay or other forms of
employment, without regard to their race, color, religion, sex, or compensation,and selection for training,including apprenticeship.
national origin. Such action shall include, but not be limited to the
following: Employment,upgrading,demotion,or transfer,recruitment (b) The contractor agrees that all suitable employment openings of the
or recruitment advertising;layoff or termination:rates of pay or other contractor which exist at the time of the execution of this contract and those
forms of compensation: and selection for training, including which occur during the performance of this contract, Including those not
apprenticeship. The contractor agrees to post in conspicuous places, generated by this contract and including those occurring at an establishment
available to employees and applicants for employment,notices to be of the contractor other than the one wherein the contract is being performed
provided by the contracting officer setting forth the provisions of this but excluding those independently operated corporate affiliates, shall be
nondiscrimination clause. listed at an appropriateto local office of the State employment service system
wherein the opening occurs. The contractor further agrees to provide such
(b)The contractor will, in all solicitations or advertisements for reports to such local office regarding employment openings and hires as may
employees placed by or on behalf of the contractor, state that all be required.
qualified applicants, will receive consideration for employment State and local government agencies holding Federal contracts of
without regard to race,color,religion,sex,or national origin. $10,000 or more shall also list all their suitable openings with the appropriate
(c)The contractor will lend to each labor union or representative office of the Stale employment service,but are not required to provide those
of workers with which he has a collective bargaining agreement or reports set forth in paragraphs(d)and(e).
other contract or understanding,a notice to be provided by the agency (c)Listing of employment openings with the employment service system
contracting officer,advising the tabor union or workers'representative pursuant to this clause shall be made it least concurrently with the use of any
of the contractor's commitments under section 202 of Executive Order
11246 of September 24, 1965,and shall post copies of the notice in other recruitment source or effort and shall involve the normal obligations
conspicuous places available to employees and applicants for which attach to the placing of a bona fide fob order,including the acceptance
employment. of referrals of veterans and non-veterans.The listing of employment openings
(d)The contractor will comply with all provisions of Executive does not require the hiring of any particular job applicant or from any
Order 11246 of September 24. 1965,and of the rules,regulations,and particular group of job applicants,and nothing herein is intended to relieve
relevant orders of the Secretary of Labor.(the"Act") the contractor from any requirements in Executive orders or regulations
regarding nondiscrimination in employment.
(e)The contractor will furnish all information and reports required
by Executive Order 1.1246 of September 24. 1965,and by the rules, (d)The reports required by paragraph(b)of this clause shall include,but
regulations,and orders of the Secretary of Labor,or pursuant thereto, not be limited to,periodic reports which shall be filed at least quarterly with
and will permit access to his books, records, and accounts by the the appropriate local office or,where the contractor has more than one hiring
contracting agency and the Secretary of Labor for purposes of location in a State,with the central office of that State employment service.
investigation to ascertain compliance with such rules,regulations,and Such reports shall indicate for each hiring location (I) the number of
orders. individuals hired during the reporting period. (2)the number of nondisabled
veterans of the Vietnam era hired,(3)the number of disabled veterans of the
(f) In the event of the contractor's non-compliance with the Vietnam era hired and (4)the total number of disabled veterans hired. The
nondiscrimination clauses of this contract or with any of such rules, reports should include covered veterans hired for on-the-job training under 38
regulations,or orders,this contract may be canceled,terminated or suspended U.S.C. 17137. The contractor shall submit a report within 30 days after the
in whole or in part and the contractor may be declared ineligible for further end of each identifying data for each hiring location. The contractor shall
Government contracts in accordance with procedures authorized in Executive maintain at each hiring location
Order 11246 of September 24, 1965,or by rules,regulations,or order of the
Secretary of Labor, or as otherwise provided by law.
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copies of the reports submitted until the expiration of one year after final (k) The contractor agrees to post in conspicuous places, available to
payment under the contract, during which time these reports and related employees and applicants for employment,notices in a form to be prescribed
documentation shall be made available,upon request,for examination by any by the Director,provided by or through the contracting officer. Such notice
authorized representatives of the contracting officer or of the Secretary of shall slate the contractor's obligations under the law to take affirmative action
Labor. Documentation would include personnel records respecting job to employ and advance in employment qualified disabled veterans and
openings,recruitment and placement. veterans of the Vietnam era for employment,and the rights of applicants and
(e)Whenever the contractor becomes contractually bound to the listing
employers.
provisions of this clause, it shall advise the employment service system in (I) The contractor will notify each labor union or representative of
each State where it has establishments of the name and location of each workers with which it has a collective bargaining agreement or other contract
hiring location in the State. As long as the contractor is contractually bound understanding,that the contractor is bound by the terms of the Vietnam Era
to these provisions and has so advised the State system,there is not need to Veterans Readjustment Assistance Act,and is committed to take affirmative
advise the State system of subsequent contracts. The contractor may advise action to employ the advance in employment qualified disabled veterans and
the State system when it is no longer bound by this contract clause. veterans of the Vietnam era.
(f)This clause does not apply to the listing of employment openings (m) The contractor will include the provisions of this clause in every
which occur and are filled outside of the 50 States,the District of Columbia, subcontract or purchase order of$10,000 or more unless exempted by rules,
Puerto Rico,Guam,and the Virgin Islands. regulations,or orders of the Secretary issued pursuant to tee Act,so that such
provisions wilt be binding upon each subcontractor or vendor.The contractor
(g)The provisions of paragraphs(b),(c),(d),and(e)of this clause do not will take such action with respect to any subcontract or purchase order as the
apply to openings which the contractor proposes to fill from within his own Director of the Office of Federal Contract Compliance Programs may direct to
organization or to fill pursuant to a customary and traditional employer-union enforce such provisions,including action for non-compliance.
hiring arrangement. This exclusion does not apply to a particular opening
once an employer decides to consider applicants outside of his own III.AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS
organization or employer-union arrangement for that opening.
(a) The contractor will not discriminate against any employee or
(h) As used in this clause: (I) "All suitable employment openings" applicant for employment because of physical or mental handicap in regard to
includes, but is not limited to, openings which occur in the following job any position for which the employee or applicant for employment is qualified.
categories: Production and non-production, plant and office: laborers and The contractor aggress to take affirmative action to employ, advance, in
mechanics: supervisory and non-supervisory: technical: and executive, employment and otherwise treat qualified handicapped individuals without
administrative and professional openings as are compensated on a salary basis discrimination based upon their physical or mental handicap in all
of less than $25,000 per year. This term includes full-time employment, employment practices such as the following: Employment, upgrading,
temporary employment of more than 3 days' duration, and part-time demotion or transfer,recruitment,advertising,layoff or termination, rates of
employment. It does not include openings which the contractor proposes to pay or other forms of compensation, and selection for training, including
fill from within his own organization or to fill pursuant to a customary and apprenticeship.
traditional employer-union hiring arrangement nor openings in an educational
institution which are restricted to students of that institution. Under the most (b) The contractor agrees to comply with the rules, regulations, and
compelling circumstances an employment opening may not be suitable for relevant orders of the Secretary of Labor issued pursuant to the Act.
listing,including such situations where the needs of the Government cannot (c)In the event of the contractor's non-compliance with the requirements
reasonably be otherwise supplied,where listing would be contrary to national of this clause,actions for non-compliance(nay be taken in accordance with
security,or where the requirement of listing would otherwise not be for the the rules, regulations and relevant orders of the Secretary of Labor issued
best interest of the Government. pursuant to the Act.
(2) "Appropriate office of the State employment service system" (d) The contractor agrees to post in conspicuous places, available to
means the local office of the Federal-State national system of public employees and applicants for employment,notices in a form to be prescribed
employment offices with assigned responsibility for serving the area where by the Director,provided by or through the contracting officer.Such notices
the employment opening is to be filled, including the District of Columbia, shall state the contractor's obligations under the law to take affirmative action
Guam,Puerto Rico,and the Virgin Islands. to employ and advance in employment qualified handicapped employees and
(3)"Openings which the contractor proposes to fill from within his applicants for employment,and the rights of applicants and employees.
own organization" means employment openings for which no consideration (e) The contractor will notify each labor union or representative of
will be given to persons outside the contractor's organization(including any workers with which it has a collective bargaining agreement or other contract
affiliates,subsidiaries,and the parent companies)and includes any openings understanding,that the contractor is bound by the terms of section 503 of the
which the contractor proposes to fill from regularly established"recall"lists. Rehabilitation Act of 1973,and is committed to take affirmative action to
(4)"Openings which the contractor proposes to fill pursuant a customary and employ and advance in employment physically and mentally handicapped
traditional employer-union hiring arrangement" •tins employment openings individuals.
which the contractor proposes to fill from union halls, which is part of the
(f) The contractor will include the provisions of this clause in every
customary and traditional hiring relationship which exists between the subcontract or purchase order of$2.500 or more unless exempted by rules,
contractor and representatives of his employees. regulations,or orders of the Secretary issued pursuant to section 503 of the
(i) The contractor agrees to comply with the rules, regulations, and Act, so that such provisions will be binding upon each subcontractor or
relevant orders of the Secretary of Labor issued pursuant to the Act. vendor.The contractor will take such action with respect to any subcontract
(j)In the event of the contractor's non-compliance with the requirements or purchase order as the Director of the Office of Federal Contract
of this clause,actions for non-compliance may be taken in accordance with Compliance Programs may direct to enforce such provisions,including action
for non-compliance.
the rules, regulations, and relevant orders of the Secretary of Labor issued
pursuant to the Act
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ADDENDUM H—PCI COMPLIANCE
1. Contractor Responsibility. Contractor acknowledges that it is responsible for the security of data ("Data") it possesses or otherwise
stores,processes,or transmits on behalf of Company,or to the extent that they could impact the security of the Company cardholder data
environment.Contractors with remote access to Company assets(for example,for use of TRIPS or NETS)must use a separate password
for each user.
2. Agency Compliance.Contractor will,at all times:
a. Use such computer equipment for the selling of Company tickets that is supported by a current operating system by the
software provider(e.g.,Microsoft,Apple)on which such computer equipment operates.As an example,Microsoft no longer
supports Windows XP and it is thus not a current operating system.
b. Use such computer equipment for the selling of Company tickets that is supported by current anti-virus software from a
recognized provider(including,but not limited to, Avast, Microsoft,AVG, Symantec(Norton),and McAfee). Such support
will be actively managed through an annual agreement per computer.
c. Should Contractor no longer be compliant with items(a)and(b)for whatever reason,Contractor shall immediately,and,in any
case,no longer that seven(7)days from discovery of non-compliance,notify Company in writing and inform Company of the
steps being taken to remediate said non-compliance.
3. Security Policy. Contractor shall use all reasonable precautions, including but not limited to physical, software, and other security
measures, and employee training and supervision, to prevent anyone other than Company or its authorized employees and authorized
representatives from monitoring, using, or gaining access to the Data, protect appropriate copies of the Data from loss, degradation,
corruption or unauthorized alteration,and prevent the disclosure of Company passwords and other access control information to anyone
other than Company or its authorized representatives.Contractor will periodically test and evaluate the effectiveness of such precautions.
Contractor will immediately notify Company of any violation of the precautions here above or of any incident of any nature whatsoever
related to the Data.Notwithstanding the foregoing,Contractor and its employees may use,process,view,or monitor Company Data to the
extent necessary for Contractor to perform its obligations under this Agreement.
4. Data Retention. In such cases where Data is stored beyond the processing or transmission of cardholder data,Contractor shall erase or
destroy all media under its control containing copies of the Data not later than seven(7)days after the processing of such Data,except
where special circumstances,of which Contractor has given Company written notice,warrant longer retention.All records,data and files
stored by the Contractor as archives of Company's Data including the media on which they are stored, are the exclusive property of
Company, and the Contractor may assert no lien on or right to any of the same. Contractor will conspicuously mark all such archival
storage media as Company's property.At Company's request,Contractor will promptly deliver to Company and,if requested,destroy any
other remaining copies.Contractor further acknowledges that it has no property interest in,and may assert no lien on or right to withhold
from Company any Data it receives from,sends to,or stores on behalf of Company.
5 Audit Rights. Company may, with reasonable notice, perform audits in order to assess Contractor's compliance with the terms and
conditions of this Agreement, and, more specifically, PCl compliance. Audits shall be limited to areas that reasonably relate to the
Contractor's ability to perform its obligations under this Agreement and shall be conducted as to avoid any disruption of the Contractor's
business and activities.
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