HomeMy WebLinkAboutPR 24245: A 2 YEAR CONTRACT WITH GREYHOUND BUS LINES, INC. AND FLIXBUS City of Port Arthur
Transit Department
Memorandum
To: Ron Burton,City Manager
From: Ivan Mitchell,Transit-Fleet Director
Date: March 24,2025
Re: P.R.24245—Authorization to execute a two-year contract with Greyhound Bus Lines,Inc.
and Flixbus
Nature of Request: Execute a two-year contract with Greyhound Bus Lines, Inc. ("Greyhound") and
Flixbus, which authorizes Port Arthur Transit(PAT)to serve as the local bus terminal and ticket agent
for both entities,with an option for a three-year renewal.
Background: PAT has approval from the Federal Transit Administration (FTA) to allow incidental
usage of the federally funded property. The City Council subsequently approved the current contract
per Resolution 23-072. The agreement which took effect on February 14, 2023, did not have an
expiration date for either party, however the City approved the resolution for only 2 years. This PR is
for the City Council to authorize the City Manager to execute a two-year contract with Greyhound Bus
Lines, Inc.,with an option for a three-year renewal.
Recommendation: It is recommended that the City Council approve P.R. 24245 to authorize the City
Manager to execute a two-year contract with Greyhound Bus Lines, Inc. and Flixbus, with the option
for a three-year renewal.
Budgetary/Fiscal Effect: The contract does not require PAT to expend funds.
P.R. 24245
3/24/2025 CN
RESOLUTION NO.-
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE A TWO-YEAR CONTRACT WITH AN
OPTION FOR A THREE-YEAR RENEWAL BETWEEN
THE CITY OF PORT ARTHUR, GREYHOUND BUS LINES,
INC.,AND FLIXBUS
WHEREAS, pursuant to Resolution No. 23-072, the City Council previously authorized
the City Manager to enter into a Non-Exclusive Service Agreement with Greyhound Bus Lines,
Inc. ("Greyhound"); and
WHEREAS, the Non-Exclusive Service Agreement granted by the City Council, was
effective from February 14, 2023, and expired on February 14, 2025; and
WHEREAS, after careful consideration, it is determined to be in the best interest of the
citizens of Port Arthur to enter into a new contract for a term of two (2) years, with an option for
a three (3) year renewal, as outlined in the attached agreement with Greyhound and FlixBus,
marked as Exhibit "A".
NOW, THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR,TEXAS:
THAT,the facts and opinions in the preamble are true and correct.
THAT, the City Manager is hereby authorized to execute, on behalf of the City of Port
Arthur, and Port Arthur Transit (PAT) a non-exclusive contract agreement with Greyhound Bus
Lines, Inc. and FlixBus, where it will serve as the local bus terminal and ticket agent for both
entities, in a form substantially similar to the agreement 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 April 2025 at a Regular
Meeting of the City of Port Arthur, Texas by the following vote: AYES:
Mayor:
Councilmembers:
•
NOES:
Thurman"Bill"Bartie, Mayor
ATTEST: P.R. 24245
3/24/2025 CN
Sherri Bellard, City Secretary
APPROVED AS TO FO •
Roxann Pais Cotroneo, City Attorney
APPROVED FOR ADMINISTRATION: APPROVED AS TO AVAILABILITY
OF FUNDS:
10/A
Ronald B n Lynda Boswell
City M ager, CPM Director of Finance
Avt,„.._.- crn ,
Clifton Williams, CPPB Ivan tchell
Purchasing Manger Transit-Fleet Director
P.R. 24245
3/24/2025 CN
Exhibit "A"
Ticket Reseller
Agreement
THIS TICKET SELLING AGREEMENT (this "Agreement") is made effective as of
April 9, 2025 ("Effective Date") by and between City of Port Arthur, with its principal
place of business located at 444 4th Street, Port Arthur, TX 77641 (the "Reseller"), with
the agency number assigned as #2760 (the"Agency No.") and FlixBus Inc. with its
principal place of business located at 340 South Lemon Ave #8045, Walnut, CA 91789,
along with its subsidiaries and affiliates ("FlixBus"). FlixBus and the Reseller may be
referred to collectively as "Parties"or individually as a "Party."
Object of the Agreement
FlixBus contracts with licensed motor carriers to operate schedules which are sold by
FlixBus. The ticket sales (the "Bookings") are made on a platform hosted at the domain
name under www.flixbus.com (the "Platform"). FlixBus desires to appoint the Reseller as
its non-exclusive agent to make Bookings on behalf of customers,and the Reseller desires
to accept such appointment pursuant to the terms below.
1. Engagement
1.1. FlixBus hereby engages the Reseller as its non-exclusive agent at a facility located at 344
Proctor Street, Port Arthur,TX 77640 (the "Location") to make Bookings on its behalf from
the Location and the Reseller accepts such appointment pursuant to the terms herein.
1.2. The Reseller is hereby authorized to make and complete Bookings on the Platform for
customers from the Location (the"Services") in accordance with the guidelines, rules, and
instructions of FlixBus provided to the Reseller from time to time (the "Terms &
Conditions") and the terms and conditions contained herein. The Reseller hereby accepts
such appointment and agrees to perform the Services pursuant thereto. The Terms &
Conditions, as they may be modified from time to time in accordance with the terms
thereof, are hereby incorporated in and made a part of this Agreement and all references
to this Agreement shall include the Terms & Conditions.
1.3. Except as expressly permitted,the Reseller shall not charge customers any fees or other
charges in addition to the cost of the applicable Booking as set by FlixBus (the "Reseller
Rate").
1.4.The Reseller shall provide and shall be responsible for its own administrative and other
requirements in connection with the performance of the Services and its obligations
hereunder including its accounting,tax reporting(including collection of sales tax and remit
such tax to the applicable tax authorities) and customer support.
1.5. Reseller shall not appoint any persons or entities as its sub-agents, subcontractors,
distributors, franchisees orother intermediaries (collectively, "Sub-Agents") in connection
with the performance of the Services or observance of this Agreement without the written
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consent of FlixBus; provided that if FlixBus provides its consent, the Reseller shall remain
responsible for the observance and performance of the Agreement, shall ensure the
compliance by the Sub-Agents and shall be directly liable to FlixBus for any breach by its
Sub-Agents of any of the obligations in this Agreement.
1.6.The Reseller must make Bookings exclusively under its Agency No. and not any other
agency number and shall treat the login credentials and other information provided by
FlixBus as confidential.
1.7.The Reseller shall be responsible and liable for all Bookings made under its Agency No.
or otherwise made by or on behalf of the Reseller.
z.Obligations of the Reseller
The Reseller undertakes:
2.1.to abide by the Terms & Conditions, including with respect to limitations on liability,
indemnification, trademarks and confidentiality;
2.2.to provide at all times a working computer with reliable Internet access, a current
Internet browser, and a printer in the Reseller;
2.3.to provide FlixBus with one monitored and functioning e-mail address for registering
the employees or representatives who are authorized to make Bookings and for receiving
information about the products and services of FlixBus. In addition, the Reseller shall
specify the telephone number of the authorized person of the Reseller;
2.4.to ensure that the Reseller representatives provide a stellar level of customer service
and provide the Services in accordance with all requirements, both legal and contractual;
2.5.to provide the customers (a) an official ticket of FlixBus for boarding, (b) a receipt as
proof of purchase,and (c) upon request, a copy of the Terms & Conditions for the Booking;
2.6.to proactively and without any request by FlixBus inform FlixBus of any special requests
or other needs relating to the customers that are related to the transportation services
rendered by FlixBus, including, without limitation, disability and luggage;
2,7.to offer customers all the payment methods available to the Reseller in addition to cash
payment;
2.8.to ensure that all personal information related to customers is contained in the Platform
only and that Reseller does not (a) maintain or disclose such data elsewhere unless otherwise
permitted under this Agreement, and (b) complies with all applicable data privacy laws and
regulations;
2.9.to maintain current and valid registrations, licenses,and/or permits as required by local,
state and federal law;
2.10.to always process personal data in accordance with applicable law;
2.11. to inform FlixBus immediately in writing about any changes of the Reseller's good
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standing under any applicable laws and regulations and any changes of its corporate form
or address;
2.12. to provide FlixBus with all required documents in support of the Services provided on
behalf of FlixBus and keep and maintain records of its activities and Bookings pursuant to
this Agreement;
2.13. to not discriminate against any person based on race, color, national origin, or any
other protected category in providing and access to services; and
2.14. to report to FlixBus any complaints made against Reseller or any of Reseller's
employees related to providing the Services to the extent allowed by State of Texas law.
3. Representations,Warranties and Covenants of the Reseller
The Reseller represents, warrants and covenants to FlixBus that:
3.1. it has the full right, power and authority to enter into this Agreement,to grant the rights
and licenses granted under this Agreement and to perform its obligations under this
Agreement;
3.2. when executed and delivered by each of FlixBus and the Reseller, this Agreement will
constitute the legal, valid and binding obligation of the Reseller, enforceable against the
Reseller in accordance with its terms; and
3.3. it is in compliance with all laws, rules and regulations applicable to this Agreement and
the operation of its business and shall at all times comply with all laws, rules and
regulations, including but not limited to Occupational Safety and Health Administration
regulations, and at its own expense, obtain and maintain all certifications, credentials,
authorizations, licenses, and permits necessary to conduct that portion of its business
relating to the performance of its obligations under this Agreement.
4. Obligations of FlixBus
FlixBus undertakes to provide the Reseller with the necessary login credentials for the
Platform and to provide support to the Reseller in connection with or incidental to the
Services.
s. Rights of FlixBus
FlixBus reserves the right in its sole discretion to appoint other sales agencies in the same
geographic area as the Reseller, and to provide special offers to customers and to
exclusively or non-exclusively promote or otherwise sell transportation services to
customers through any other distribution channels.
s.Trademarks
This Agreement does not grant either Party the right to use the other Party's or their
affiliates' trademarks except as set out herein as necessary to perform the Services.
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Nothing herein shall grant any rights to use or ownership to the Reseller for any intellectual
property of FlixBus.
7.Accounting and Payment
7.1. For each Booking, FlixBus shall pay the Reseller a commission equal to ten (10%) of the
Gross Sales Revenue (the "Commission"). "Gross Sales Revenue" means the Reseller Rate
collected by the Reseller for each Booking, including any applicable sales tax, service fee,
booking fees or other ancillary fees and net of any discount, all whether charged by Reseller
or FlixBus and shall not include any amounts that are refunded to a customer for any
reason. FlixBus may offer a higher commission for limited periods as a special reward or
incentive.
7.2. FlixBus will provide the Reseller with access to FlixBus' Agency Portal (the "Agency
Portal"). In the Agency Portal, FlixBus will account for the sales revenues for the Bookings
by the Reseller on a monthly basis and shall provide a daily list of all Bookings generated
by the Agency No. of the Reseller.
7.3. FlixBus will provide a monthly statement of account via FlixBus' Agency Portal to the
Reseller following the end of each month (the "Settlement Statement"). The Settlement
Statement will set forth the total sales revenues collected in a calendar month, and the
settlement amount after deduction of the Commissions earned by the Reseller (the
"Settlement Amount"). If a Booking is refunded after the sales revenue for such Booking
has been accounted, FlixBus shall be entitled to a credit for the refunded Booking and the
Commission previously paid to the Reseller (the "Unearned Commission") in the next
settlement cycle. The revenue collected by the Reseller for Bookings shall be kept
separately from the other assets of the Reseller and shall be held in trust on behalf of
FlixBus.
7.4.The Reseller must indicate its preferred method of remitting payment to FlixBus in the
registration form, choosing from the following options. Payment is due by Reseller of the
total Settlement Amount within 7 days after receipt of the Settlement Statement.
A)Monthly Bank Transfer: The Reseller will pay the Settlement Amount via bank transfer
to the FlixBus bank account provided by FlixBus.
a) Direct Payer: The Reseller will pay the full value of each Booking via Credit Card directly
during the purchase procedure on the FlixBus booking platform with the Agency
credentials. The Reseller will collect the Booking amount from the customer, either in cash
or any other allowed payment method. Once per month, FlixBus will transfer the
Commission earned during the prior month to the bank account provided by the Reseller
in the self-disclosure. FlixBus reserves the right to withhold the payment until the
accumulated amount due has reached at least $100.
c) POS Device: The Reseller will be provided with a POS device that will enable payments
both via cash and credit card. When an order is paid in cash, the revenues will be booked
on the Reseller account and billed monthly, to be paid via Bank Transfer. When an order is
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paid with credit card, the revenues will go directly to Flixbus and won't be in the monthly
Settlement Amount.
7.5.The Reseller is not allowed to process cashback refunds for orders that were not
originally generated by the same Reseller. The Reseller will be able to identify their own
orders by looking for the order ID in the Booking Report provided to them via Flix Agency
Portal. In case the Reseller will process a cashback refund for an order performed by an
end customer or another Reseller, Flix will not authorize the reimbursement to the
Reseller.
7.6.The balance of any amounts due shall be deemed to be satisfied and finally settled
unless the Reseller objects in good faith to such transaction in writing to FlixBus within 30
days after receipt of the Settlement Statement.
7.7. If any portion of the Settlement Amount is past due for more than 15 days, FlixBus may
terminate the Reseller Agreement. FlixBus may commission debt collection agencies to
collect any default payment at the Reseller's cost and expense.
7.8. A complete and accurate Internal Revenue Service Form W-9 and a Registration Form
must be completed by the Reseller and the Reseller may not provide any Services until it
has provided a complete and accurate form W-9.
a.Term of the Agreement;Termination
g.z.The term of this Agreement shall begin on April 9, 2025; and shall continue unless and
until terminated as provided herein or applicable law (the "Term") with an option for a
three year renewal.
8.2. Either Party may terminate the Agreement without cause upon 30 days' advance
written notice to the other Party.
8.3. Either Party may terminate the Agreement for cause, effective immediately upon
written notice to the other Party. "Cause" shall include failure to remit any monies due
or any other breach of this Agreement which is not cured within 5 days of notice. Notice
shall not be required prior to termination for failure to pay timely.
8.4. Any provision of this Agreement which expressly or by implication is intended to
come into or continue in force on or after termination of this Agreement shall remain in
full force and effect, including without limitation, the payment obligations of the
Reseller, which shall survive until all payments due to FlixBus have been paid in full.
9.Indemnification
THE RESELLER UNDERTAKES TO INDEMNIFY FLIXBUS FOR THIRD PARTY CLAIMS AS
SET FORTH HEREIN. IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE
PROVISIONS PRIOR TO SIGNING THIS AGREEMENT.
Only to the extent allowed by State of Texas law, Reseller shall hold harmless FlixBus, its
parent company, affiliates, subsidiaries, officers, directors, shareholders, employees, 5
lenders, successors, and assigns (the "FlixBus Parties") from and against any and all losses,
claims, demands,actions,causes of action, costs and expenses(including,without limitation,
reasonable attorneys' fees) related to the services contemplated and/or provided by
Reseller arising out of this Agreement, discrimination against passengers, claims relating to
injury, death or damage, including breach of data privacy obligations, personal injuries and
to property and ticket sales when caused by Reseller or Reseller's employees, agents,
contractors, subcontractors, invitees, or licensees, unless the injury, death or damage is
caused by the sole negligence of FlixBus. Such indemnity shall survive any termination of
this Agreement. Only to the extent allowed by State of Texas law, Reseller further agrees to
indemnify and hold harmless FlixBus from any and all claims that Reseller or any of its
employees, contractors, subcontractors or representatives is an employee of FlixBus and
shall reimburse FlixBus for any and all damages and expenses associated with such claims
including attorney's fees and costs. All indemnities shall survive any termination of this
Agreement
io. Independent Contractor Status
The Reseller is an independent contractor and neither the Reseller nor its employees,
contractors, or Sub-Agents are, or will be deemed FlixBus' employees. The Parties agree
that this Agreement creates an independent contractor relationship, not an employment
relationship. As such, neither the Reseller nor FlixBus will have the right to direct or control
the day-to-day work or the terms and conditions of employment of the other Party's
employees. Neither Party is, nor shall claim to be, a legal agent, representative, partner, or
employee of the other and neither shall have the right or authority to contract in the name
of the other, nor shall it assume or create any obligations, debts, accounts, or liabilities for
the other.
ii.Severability
If any provision of this Agreement is or becomes ineffective or invalid, this shall not impair
the effectiveness of the remaining provisions. The ineffective or invalid provision shall be
replaced by mutual consent with an effective provision which comes closest to the
commercial purpose intended by the ineffective or invalid provision.
12. Entire Agreement; Amendment
The Agreement (including each item incorporated by reference) constitutes the entire
agreement between the Parties and supersedes and extinguishes all previous drafts,
agreements, promises, assurances, warranties, representations, and understandings
between them, whether written or oral, relating to the subject matter hereof. Any
amendment or modification of this Agreement shall be effective if it is in writing and signed
by both Parties except that the Terms & Conditions may be amended or modified pursuant
to the terms set forth therein.
I13. Governing Law; Arbitration
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This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims)shall be governed by and
construed in accordance with the law of the State of Texas without reference to its conflict
of law rules. Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be filed in a court of competent jurisdiction in Jefferson County,Texas.
In any such dispute, the prevailing party shall be entitled to recover all its fees and
expenses.
14. Notice
Any notice under this Agreement shall be in writing and delivered by United States Certified
Mail, Return Receipt Requested, postage prepaid or email with receipt confirmation. Such
notice shall be deemed to have been received three (3) days after deposited in the United
States Mail.
is. Force Majeure.
Neither party shall be liable for any delays in performing its obligations hereunder (except
for the obligation to pay money) if such delays arise, directly or indirectly, out of causes
beyond the control of such party, including without limitation public disturbances,
pandemics, fires or acts of God.
16. Assignment.
Any rights and/or obligations arising from this Agreement may be assigned or transferred
(including by operation of law) wholly or partly to third parties by the Reseller only with
the prior written consent of FlixBus, which consent shall be in FlixBus' sole discretion. If the
Reseller is sold or otherwise undergoes a change of control, the rights and obligations
arising from this Agreement shall not pass to the acquirer unless and until FlixBus has given
its prior written consent, which consent shall be in FlixBus' sole discretion.
17. Code of Conduct
Reseller agrees to abide by and conduct itself and to ensure that its representatives abide
by and conduct themselves in accordance with the F►ixBus code of conduct, which may be
found at the link below and may be amended from time-to-time:
https://global.flixbus.com/company/partners/code-of-conduct
is. Insurance.
Reseller shall maintain at its sole cost and expense insurance coverage. These requirements
shall be in addition to all coverage required by law or regulation.
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a. Workers' compensation and employers' liability insurance meeting all statutory limits
covering all employees involved with the work or services under this Agreement.
b. Liability claims and risk claims insurance coverage through the Texas Municipal
Intergovernmental Risk Pool. The required coverage shall carry limits of liability of not
less than $500,000 per occurrence, the premiums being payable at the sole cost and
expense of Reseller.
Reseller shall provide FlixBus with certificates of insurance evidencing the insurance
coverages required hereinabove and Reseller shall furnish FlixBus with a new certificate of
insurance upon each policy renewal.
Reseller acknowledges that the above minimum insurance requirements stipulated by FlixBus
shall not be deemed to be a recommendation as to the appropriate level of insurance for
Reseller's business.
19. Data Ownership, Confidentiality and Privacy.
All data pertaining or relating in any way to customers shall be the sole and exclusive
property of FlixBus and Rese►ler shall have no right of use or ownership of such information.
Reseller shall always comply with all data privacy policies and procedures of FlixBus and
shall not maintain in any form any customer data including but not limited to data related
to a customer's identity and/or purchase. Rese►ler shall also comply with all rules of use of
the website of FlixBus and its affiliates including but not limited to those found at
www.f►ixbus.com and www.greyhound.com.
Each Party will protect, and will ensure that its employees, representatives, and agents
protect confidential information to prevent the unauthorized use, dissemination,
disclosure, alteration, destruction, or publication thereof. "Confidential Information" shall
include the terms of this Agreement and any and all information related to the Bookings,
customers and potential customers. A Party may disclose Confidential Information only to
those of its personnel, agent(s) or contractor(s) who have a need to know and who are
under an obligation of confidentiality at least as restrictive as that contained herein and if
such disclosure is in compliance with applicable law. Each such recipient of Confidential
Information will be advised of the obligations under this Agreement. Confidential
Information received may be used only to fulfill the purposes of the Agreement. The
foregoing confidentiality obligations will not apply to information that: (i) is already known
prior to disclosure through no fault or breach on the part of disclosing Party; (ii) is or
becomes a matter of public knowledge through no fault or breach of disclosing Party; (iii) is
rightfully received without a duty of confidentiality from a third party who has the right to
transfer or disclose it; (iv) is independently developed by a Party without reliance upon any
Confidential Information; or (v) is disclosed by operation of law.
Reseller acknowledges that during the Term of this Agreement, Reseller may become
familiar with "personal information" or "personal data" (jointly "Client Personal Data") as
defined under applicable privacy laws current►y in effect or promulgated hereinafter ("Data
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Privacy Laws"). Notwithstanding the foregoing, any and all data regarding customer(s) is
the property of FlixBus and shall be included in the definition of Client Personal Data.
Reseller is permitted to use Client Personal Data to perform the Services outlined herein
and for no other purpose. Reseller shall act as a Contractor,Service Provider, or Processor,
as those terms are defined under applicable data protection laws. Reseller shall have no
right to Client Personal Data and Reseller`s collection of Client Personal Data shall not
constitute a grant of license or a transfer of rights to the Client Personal Data. Reseller is
prohibited from (a) selling or sharing Client Personal Data; (b) retaining, using, or disclosing
Client Personal Data; (c) marketing or commercially exploiting Client Personal Data; (d)
disclosing Client Personal Data for a commercial purpose; or (e) combining Client Personal
Data received from or on behalf of Client with personal information Reseller receives from,
or on behalf of, another person or business entity from its own interactions with a customer.
Upon termination or expiration of this Agreement, Reseller shall delete or return,at Flix Bus'
request, all Client Personal Data. Reseller shall immediately notify Flix Bus in writing of any
breach of the provisions or violation of any Data Privacy Laws related to Client's Personal
Data.
Any external communications, including for public relations, is subject to approval of both
Parties prior to disclosure. All appropriate requests for disclosure must therefore be
approved without exceptions by both Parties' public relations departments in advance. The
Parties agree to notify the other immediately if it becomes aware of any unauthorized
disclosure or use of the Confidential Information.
If Reseller is presented with a request for documents by an administrative agency, a
discovery request, a court order, or a subpoena for any records, data or documents which
are the Confidential Information of the FlixBus or that contain Client Personal Data, Reseller
shall immediately give written notice to FlixBus, Additionally, to the extent permitted by
applicable law, FlixBus shall have the opportunity to contest such process by any means
available to it before the records, data or documents are submitted to a court,
administrative agency or third party, and Reseller shall cooperate with FlixBus in such
defense.
If Reseller is presented with a valid public information request pursuant to any Texas Public
Information Laws for any records, data or documents which are the Confidential
Information of the FlixBus or that contain Client Personal Data, Reseller may disclose
Confidential Information, but only to the extent necessary to comply with the public
information request; prior to any such disclosure, Reseller is obligated to remove or redact
any and all Client Personal Data.
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IN WITNESS WHEREOF,the Parties have executed this Agreement to become effective as of the date noted
herein.
FLIXBUS,INC. CITY OF PORT ARTHUR
By: By:
Name: Name:
Title: Title:
Date: Date:
(FlixBus,Inc.signature is valid provided the document is true to form)
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