HomeMy WebLinkAboutPR 25048: AUTHORIZATION TO EXECUTE NEW NON-EXCLUSIVE SERVICE AGREEMENT CONTRACT WITH GREYHOUND BUS LINES, INC, FLIXBUS, INC., AND FLIX NORTH AMERICA INC. City of Port Arthur
Transit Department
Memorandum
To: Ron Burton,City Manager
From: Ivan Mitchell,Transit-Fleet Director
Date: July 23,2026
Re: P.R. 25048—Authorization to execute new Non-Exclusive Service agreement contract
with Greyhound Bus Lines,Inc.,Flixbus,Inc.,and Flix North America Inc.
Background: Port Arthur Transit(PAT) requests City Council authorization for the City Manager to
execute a new Non-Exclusive Intercity Bus Service Agreement between the City of Port Arthur,acting
by and through Port Arthur Transit, and Greyhound Bus Lines, Inc., Flix North America, Inc., and
FlixBus,Inc.,for an initial term of three(3)years with an option to renew for an additional two(2)years
upon mutual agreement of the parties.
Port Arthur Transit has received approval from the Federal Transit Administration(FTA)to permit the
incidental use of its federally funded transit facility for intercity bus operations.This arrangement allows
PAT to serve as the local intercity bus terminal and ticket agent,providing residents and visitors with
access to regional and national passenger transportation services while maximizing the public use of the
City's transit facility. The proposed agreement is consistent with applicable FTA requirements
governing the incidental use of federally funded property and does not interfere with Port Arthur
Transit's primary public transportation mission.
Pursuant to Resolution No. 23-072, the City Council previously authorized a Non-Exclusive Service
Agreement with Greyhound Bus Lines, Inc. That agreement became effective on February 14, 2023,
but did not include a defined contract expiration date. Subsequently,Resolution No.26-145 approved
amendments to the agreement,including revisions to provisions governing the reseller's representations,
warranties, and covenants.
To ensure the contractual relationship accurately reflects the parties'current operational responsibilities
and business practices, the parties have negotiated a new agreement. This agreement shall expressly
supersede and replace all prior agreements relating to the operation of intercity bus services at the Port
Arthur Transit facility,thereby eliminating any uncertainty regarding the governing contractual terms.
Under the proposed agreement, Port Arthur Transit will continue to provide terminal facilities and
ticketing services for Greyhound Bus Lines, Inc., Flix North America, Inc., and FlixBus, Inc. The
agreement will ensure the continued availability of intercity bus service to the citizens of Port Arthur
and surrounding communities while allowing the City to efficiently utilize existing transit infrastructure
in accordance with federal requirements.
Recommendation: Staff recommends approval of the resolution authorizing the City Manager to
execute the new Non-Exclusive Intercity Bus Service Agreement between the City of Port Arthur,
acting by and through Port Arthur Transit, and Greyhound Bus Lines, Inc., Flix North America, Inc.,
and FlixBus,Inc.,for an initial term of three(3)years,with an option to renew for an additional two(2)
years.
Budgetary/Fiscal Effect: There is no direct fiscal impact associated with the execution of this
agreement,other than the continuation of existing operational responsibilities.The agreement supports
the efficient use of City-owned transit facilities and promotes continued access to regional and national
transportation services.
P.R.25048
7/15/2026 tnr
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE A NEW NON-EXCLUSIVE INTERCITY BUS
SERVICE AGREEMENT BETWEEN THE CITY OF PORT
ARTHUR, ACTING BY AND THROUGH PORT ARTHUR
TRANSIT, AND GREYHOUND BUS LINES, INC., FLIX
NORTH AMERICA, INC., AND FLIXBUS, INC., FOR THE
OPERATION OF INTERCITY BUS SERVICES AT THE
PORT ARTHUR TRANSIT TERMINAL FOR AN INITIAL
TERM OF THREE (3) YEARS, WITH AN OPTION TO
RENEW FOR TWO (2) ADDITIONAL YEARS;
AUTHORIZING THE TERMINATION OF PRIOR
AGREEMENTS COVERING THE SAME SUBJECT
MATTER
WHEREAS, Port Arthur Transit ("PAT") provides public transportation services and
operates a federally funded transit facility designed to serve the transportation needs of the
citizens of Port Arthur and the surrounding region; and
WHEREAS, the Federal Transit Administration ("FTA") permits incidental use of
federally funded transit facilities, provided such use is compatible with the intended public
transportation purpose of the facility and complies with all applicable federal requirements; and
WHEREAS, pursuant to Resolution No. 23-072, the City Council previously authorized
a Non-Exclusive Service Agreement between the City of Port Arthur, acting by and through Port
Arthur Transit, and Greyhound Bus Lines, Inc., permitting PAT to serve as an intercity bus
terminal and ticket agent; and
WHEREAS, pursuant to Resolution No. 26-145, the City Council approved amendments
to the previous agreement, including revisions to Section 3 entitled "Representations,Warranties,
and Covenants of the Reseller"; and
WHEREAS, the Parties have negotiated a new Non-Exclusive Service Agreement that
supersedes and replaces all prior agreements relating to the operation of intercity bus services at
the Port Arthur Transit facility and provides that, upon the effective date of the new agreement,
all prior agreements concerning the same subject matter shall terminate and be of no further
force or effect; and
WHEREAS,under the proposed agreement, Port Arthur Transit will continue to serve as
the local intercity bus terminal and ticket agent for Greyhound Bus Lines, Inc., Flix North
America, Inc., and FlixBus, Inc., thereby providing residents and visitors with continued access
to regional and national intercity transportation services; and
WHEREAS, the proposed agreement provides for an initial term of three (3) years with
an option to renew for an additional two (2) years upon the mutual written agreement of the
parties; and
P.R.25048
7/15/2026 tnr
WHEREAS, City staff has reviewed the proposed agreement and determined that it is
consistent with the operational needs of Port Arthur Transit and complies with applicable Federal
Transit Administration requirements governing the incidental use of federally funded transit
facilities; and
WHEREAS, the City Council finds that entering into the new Non-Exclusive Service
Agreement will promote the continued availability of intercity passenger transportation services,
maximize the public use of the Port Arthur Transit facility, and serve the best interests of the
citizens of the City of Port Arthur.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR,TEXAS:
Section 1. The findings and recitals contained in the preamble are hereby found to be true
and correct and are incorporated herein as if fully set forth.
Section 2. The City Council hereby authorizes the City Manager to execute, on behalf of
the City of Port Arthur, acting by and through Port Arthur Transit, a Non-Exclusive Intercity Bus
Service Agreement with Greyhound Bus Lines, Inc., Flix North America, Inc., and FlixBus, Inc.,
in substantially the same form as attached hereto as Exhibit "A." Under the agreement, Port
Arthur Transit shall continue to serve as the local intercity bus terminal and ticket agent for the
contracting parties for an initial term of three (3) years, with an option to renew for two (2)
additional years upon mutual written agreement of the parties.
Section 3. The execution of the new agreement shall supersede and replace all prior
agreements between the parties relating to the same subject matter, and such prior agreements
shall terminate and be of no further force or effect as of the effective date of the new agreement.
Section 4. A copy of this Resolution shall be spread upon the Minutes of the City
Council.
READ, ADOPTED AND APPROVED this day of August 2026 at a Regular
Meeting of the City of Port Arthur,Texas by the following vote: AYES:
Mayor:
Councilmembers:
NOES:
Charlotte M. Moses, Mayor
P.R.25048
7/15/2026 tnr
ATTEST:
Christe Whitley Ned, City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
APPROVED FOR ADMINISTRATION: APPROVED AS TO AVAILABILITY
OF FUNDS:
, a
Ronald Burt Lynd.rz(A
� 1well
City M er, CPM Director of Finance
I ( 4n/i% o 1l) gides
Cliftof Williams, CPPB Ivan Mitchell
Purchasing Manager Transit-Fleet Director
P.R. 25048
7/15/2026 tnr
Exhibit "A"
yr_ __. __.
TICKET RESELLER AND LOCATION RELATED SERVICES AGREEMENT
THIS TICKET RESELLER AND LOCATION RELATED SERVICES AGREEMENT (this "Agreement") is
made effective as of August 11, 2026("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 151042(the"Agency No.")and Flix North America,Inc. ("FNA"),
with its principal place of business located at 9773 Harry Hines Blvd, Dallas,TX 75220, and a mailing
address of P.O. Box 660362, Dallas, TX 75266-0362, along with its subsidiaries and affiliates,
including, without limitation, FlixBus, Inc. ("FlixBus") and Greyhound Lines, Inc. ("Greyhound")
and FlixBus Canada ULC ("FBC") (all collectively referred to herein as "Flix"). FNA, FlixBus, FBC,
Greyhound, and the Reseller may be referred to collectively as"Parties"or individually as a"Party."
If the Parties previously entered into an Agency Agreement,Local Related Services Agreement,Ticket
Reseller Agreement, or any other prior agreement(s) related to the subject matter of this Agreement,
the Parties mutually agree to terminate any and all such prior agreement(s)in their entirety as of the
Effective Date and proceed solely under the new terms established herein.
1. TICKET SALES
Scope
Flix contracts with licensed motor carriers to operate schedules which are sold by Flix.The ticket sales
(the"Bookings") are made on a platform hosted at the domain name under .:::: (the
"Platform"). Purchases within Canada are facilitated through FlixBus, Inc. and supplied by FlixBus
Canada ULC,a wholly owned subsidiary of FlixBus Inc.,who contracts with licensed motor carriers.Flix
desires to appoint the Reseller as its non-exclusive ticket reseller to make Bookings on behalf of
customers,and the Reseller desires to accept such appointment pursuant to the terms below.
1.Engagement
1.1.Flix hereby engages the Reseller as its non-exclusive ticket reseller 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 Flix
provided to the Reseller from time-to-time,including the Terms and Conditions of Purchase and the
Terms and Conditions of Travel available on the Flix and Greyhound websites(www.flixbus.com and
www.greyhound.com, respectively) (the 'Terms & Conditions") and the terms and conditions
contained herein.The Reseller hereby accepts such appointment and agrees to perform the Services.
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 and associated fees established by Flix(such cost of
the Booking,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-reseller,subcontractors,distributors,
franchisees,or other intermediaries(collectively,"Sub-Resellers")in connection with the performance
of the Services or observance of this Agreement without the written consent of Flix;provided that if
Flix provides its consent,the Reseller shall remain responsible for the observance and performance of
the Agreement,shall ensure the compliance by the Sub-Resellers and shall be directly liable to Flix for
any breach by its Sub-Resellers of any of the obligations in this Agreement.
V.11.1 ApriI2026 Page 1 of 11
ti r. - _-
1.6.The Reseller must make Bookings exclusively under its Agency Number and not any other agency
number and shall treat the login credentials for the Platform and other information provided by Flix as
confidential.
1.7.All Bookings made under its Agency Number or otherwise made by or on behalf of the Reseller will
be treated as made by Reseller,whether or not Reseller intended to allow for any Bookings.
2.Reseller Responsibilities •
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 Location;
2.3.to provide Flix with one monitored and functioning e-mail address for registering the Reseller's
employees or representatives on the Platform who are authorized to make Bookings and for receiving
information about the products and services of Flix.In addition,the Reseller shall specify the telephone
number of the Reseller's authorized representative;
2.4.to provide the customers(a)an official ticket for boarding,(b)a receipt as proof of purchase,and
(c)upon request,a copy of the then-current Terms&Conditions for the Booking;
2.5.to proactively,and without any request by Flix,inform Flix of any special requests or other needs
relating to the customers that are related to the transportation services sold, including, without
limitation,disability,and luggage;
2.6.to offer customers all the payment methods available to the Reseller,in addition to cash payment where
accepted;
2.7.to ensure that all personal information related to customers is contained in the Platform only and that
Reseller does not maintain or disclose such data elsewhere and complies with all applicable data privacy
regulations;
2.8. to provide Flix with all required documents in support of the Services provided on behalf of Flix
and keep and maintain records of its activities and Bookings pursuant to this Agreement for at least
two(2)years or as required by law;
2.9. to maintain suitable signage,provided by Flix designating the Reseller as a ticket reseller for Flix
in an area visible to the general public;
3.Obligations of Flix
Flix 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.
4.Rights of Flix
Flix reserves the right in its sole discretion to appoint other ticket resellers 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.
5.Equipment.In its sole discretion,Flix may choose to place certain equipment such as Handheld Devices
or a Ticket Vending Machine (TVM), at Reseller's Location, provided Reseller approves of usage or
placement of such equipment at the location.
5.1. Equipment Usage and Maintenance.Reseller agrees it is responsible for the daily management
and maintenance of any equipment provided to Reseller under this Agreement.
A. Handheld Device—If any Handheld Devices are placed at the location,Reseller agrees it
is responsible for the daily management of the Handheld Device.Reseller will use the handheld
device in daily operations to make Bookings where convenient and to assist customers with
disabilities, as needed and as required by law; however, Reseller should still allow for sales on
other devices,such as a TVM,when applicable.Sales transactions performed on the Handheld
V.11.1 Apri12026 Page 2 of 11
Device will produce a receipt that will also serve as the passenger ticket.
B. TVM: If any TVMs are placed at the location, Reseller and Reseller's staff will be
responsible for the daily management of any TVM.The location of any TVM must be maintained
in an area visible to the general public. Reseller and Reseller's staff will be responsible for the
following cash servicing detailing of any NM,including but not limited to:
• Refill bills
• Refill coins
• Cash balancing and deposits
• Updating cash counts,and
• Printing receipts in the TVM admin portal.
5.2 Reporting Equipment Issues:Reseller must notify Flix of any damage,malfunction,network
issues,operation issues,or other hardware issues within 48 hours of the issue arising.Notice shall
be provided by contacting by Flix's IT Service department at 214-777-6020 or via email at
itservicedesk@greyhound.com.Failure to notify Flix of damage,malfunction,or other issues timely
may result in immediate removal of equipment and constitutes cause for termination of this
Agreement.Additionally,Reseller agrees to provide feedback to Flix on the user interface("UI")
experience and any other issues that arise from use of the Equipment or as requested by Flix.
A. Handheld Device. If the Handheld Device is damaged,lost,or not functioning properly,
Reseller must report the issue immediately to Flix. Issues to be reported may include but
are not limited to:paper out,printer issues,or other hardware or network issues.
B. TVM.Reseller and Reseller's staff will alert Flix of any damage to or performance issues
with the NM. These issues may include but are not limited to:dispenser issues,coins out,
cash out,printer issues,paper out,acceptor full,hardware issues,inoperable issues,or
network issues.
If Equipment damage or loss is caused by Reseller or Reseller's staff,Flix may request reimbursement
for the cost to replace or repair the Equipment.
5.3 Flix as Owner of Equipment—Flix is the owner of all Equipment provided,such as Handheld
devices and TVMs,and may remove any Equipment from Reseller's Location for any reason
whatsoever upon written notice to Reseller,which shall include when Equipment will be removed by
Flix and/or requirement to return Equipment to Flix within 14 days of notification of removal.
6.Accounting and Payment
6.1. Forms.A complete an accurate Internal Revenue Service Form W-9 and a Registration Form must
be completed by the Reseller and provided to Flix prior to providing any Services.
6.2. Definitions.
A. "Gross Sales Revenue" means the Reseller Rate collected by the Reseller for each Booking
including any applicable sales tax and Ancillaries but net of(i)any discount,and(ii)any booking
or services fees other than the Agency Fee,all whether charged by Reseller or Flix,and(iii)any
amounts that are refunded to a customer for any reason. "Ancillaries"as defined herein shall
include only those additional services purchased by customers related to their on-board travel,
such as additional baggage fees,bicycle transportation fees and reserved seating.
B.Agency Fee. Customers shall be charged an agency fee per Booking (the"Agency Fee") on the
Platform as determined by Flix in its sole discretion.The Agency Fee may vary depending on the
method of Booking, including but not limited to Bookings made at the counter, at a Ticket
Vending Machine ("TVM"), or through handheld devices configured for credit card sales only
("Handheld Devices"). The Agency Fee may also be displayed to customers or reflected on
Reseller's settlements as a name other than"Agency Fee." Flix reserves the right to modify the
Agency Fee at any time and will provide notice of any changes through the Platform or other
appropriate communication channels prior to implementation.
V.11.1 Apri12026 Page 3 of 11
6.3. Channels&Commission Rates.
A. Over-the-Counter(OTC)means bookings that occur in person at Reseller's location through
Flix'front-end web service(https://shop.flixbus.com/or https://shop.grevhound.com/) in
which the reseller is logged into their account.For each OTC Booking,Flix shall pay the
Reseller a commission equal to Ten percent(10%)of the Gross Sales Revenue(the
"Commission").
B. Handheld Device:If any Handheld Devices are placed by Flix at Reseller's Location,Flix
agrees to pay Reseller the commission amount of Ten percent(10%)of Gross Sales Revenue
generated from ticket sales from any Handheld Device.
C. Ticket Vending Machine(TVM):If any TVMs are placed by Flix at Reseller's Location,Flix
agrees to pay Reseller the commission amount of Ten percent(10%)of Gross Sales Revenue
generated from ticket sales from any TVM.
Flix may offer a higher commission for limited periods as a special reward or incentive,which will be
provided in writing to Reseller in such instances indicating the special rate and time period such
special rate will be effective.
6.4.Agency Portal. Flix will provide the Reseller with access to Flix'Agency Portal(the"Agency Portal").
In the Agency Portal,Flix will provide a daily list of all Bookings generated by the Agency Number of the
Reseller.
6.5.Accounting Reports. Flix will provide Accounting Reports on a regular basis,at least monthly,to
the Reseller(the"Accounting Report").The Accounting Report 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, Flix 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.
6.6.Separate Account required. Reseller agrees that revenue collected from Bookings belong to Flix
and shall be held in trust on behalf of Flix. Reseller shall maintain a separate bank account for such
revenue and shall not comingle such revenue with other income or funds of the Reseller in a general
operating account.
6.7. Payment Methods. Reseller must pay the total Settlement Amount to Flix within 7 days after
receipt of the Accounting Report.The Reseller must indicate its preferred method of remitting payment
to Flix in the registration form,choosing from the following options:
A) Monthly Bank Transfer(if Reseller-provided POS device):If Reseller elects to use their own
point-of-sale(POS)device for cash and credit card payments,Reseller will pay the Settlement
Amount to Flix via bank transfer to the Flix bank account provided by Flix.
B) Direct Payer:The Reseller will pay the full value of each Booking via credit card directly
during the purchase procedure on the 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,Flix will transfer the Commission earned during the prior month to the
bank account provided by the Reseller in the self-disclosure. Flix reserves the right to withhold
the payment until the accumulated amount due to Reseller has reached at least$100.
C) Flix-Provided 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 paid with a credit card,the revenues will go directly to Flix and such
revenue will not be included the monthly Settlement Amount to be remitted to Flix.All gross
sales revenue,including revenue generated by credit card sales on Flix-provided POS,is
commissionable as provided in section 6.3 above.
6.8. No Cashback Refunds. The Reseller is not allowed to process cashback refunds. Customers
demanding cashback refunds should be referred directly to Flix.
6.9. Final Settlement.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 Flix within 30 days after
V.11.1 Apri12026 Page 4 of 11
{
receipt of the Accounting Report.
6.10. Default. If any portion of the Settlement Amount is past due for more than 15 days, Flix may
suspend Reseller's account or terminate this Agreement.Flix may commission debt collection agencies
to collect any default payment it is owed at the Reseller's cost and expense.
II. GENERAL TERMS
7. Term of the Agreement;Termination
7.1.The term of this Agreement shall begin on the Effective Date and shall continue unless and until
terminated as provided herein or applicable law(the"Term").
7.2. Either Party may terminate the Agreement without cause upon 30 days'advance written notice
to the other Party.
7.3. 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
by Flix for Reseller's failure to pay timely. Termination of this Agreement for Reseller's failure to remit
payments timely shall constitute cause to terminate any other Reseller Agreement between the Parties
at Flix's discretion.
7.4.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 Flix have been paid in full.
8.Obligations of the Reseller
The Reseller is obligated:
8.1.to provide Flix with the email address and telephone number of the Reseller's authorized
representative;
8.2.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;
8.3.to maintain current and valid registrations,licenses,and/or permits as required by local,state and
federal law;
8.4.to always process personal data in accordance with applicable law;
8.5.to inform Flix immediately in writing about any changes to the Reseller's good standing under
any applicable laws and regulations and any changes of its corporate form or address;
8.6. to abide by the hours of operation as required by law, lease, or as determined by Flix and to
provide services under this agreement during such hours of operations and to inform Flix in writing
about any changes to such hours of operations which may be modified from time-to-time as required
by law,lease,or by Flix. Notwithstanding,Reseller shall remain open and operational beyond standard
hours in the event of delayed schedules,missed passenger connections,or adverse weather conditions,
and shall continue to provide services until the last affected Flix or Greyhound service (including
Flix/Greyhound contracted Bus Operator service) has departed or passengers have been duly
accommodated;at an hourly rate determined and approved by Flix from time to time,which shall not
exceed one-and-a-half(1.5)times the Resellers rate for regular operating hours.
8.7. to provide Flix with all required documents in support of the Services provided on behalf of Flix
and keep and maintain records for a period of at least two(2)years or as required by law of its activities
and Bookings pursuant to this Agreement;
8.8. to report to Flix any complaints made against Reseller or any of Reseller's employees related to
providing the Services;and
v.11.1 Apri12026 Page 5 of 11
8.9. to train all representatives who provide the Services hereunder to proficiency to properly provide
such Services and to maintain documentation as to the content and regular occurrence of training.
9.Representations,Warranties and Covenants of the Reseller
The Reseller represents,warrants and covenants to Flix that:
9.1. 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;
9.2.when executed and delivered by each of the Parties 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
9.3.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.
10. Netting and Setoff.
10.1. Cross-Default.Reseller's failure to timely and fully pay any fees,cash remittance,or other amounts
owed to Flix under this Agreement or any other agreement between Reseller and Flix(collectively,the
"Fees")shall constitute a material payment default(a"Payment Default").A Payment Default under any
agreement between the Parties shall constitute a cross-default under all agreements between Flix and
Reseller.
10.2. Withholding and Setoff.Upon the occurrence of a Payment Default,and in addition to any other
rights or remedies available to Flix,Flix shall have the right,globally and across all agreements between
the Parties,to withhold,deduct,and/or set off any amounts otherwise payable by Flix to Reseller,
including without limitation commissions,location-related service fees,or other compensation of any kind
(collectively,"Reseller Payments"),against any Fees owed by Reseller to Flix,whether arising under this
Agreement or any other agreement,and whether such amounts are liquidated or unliquidated,disputed
or undisputed,matured or unmatured,invoiced or not yet invoiced.Flix may exercise such withholding or
setoff rights in its discretion until all outstanding Fees have been paid in full.Reseller shall remain fully
liable for any Fees not satisfied through the exercise of such rights.
10.3. No Interest on Withheld Amounts.Reseller acknowledges and agrees that Flix shall have no
obligation to pay interest on any Reseller Payments withheld or set off pursuant to this Section,regardless
of the duration of such withholding.
10.4. No Waiver;Cumulative Remedies.Flix's exercise or non-exercise of its rights under this Section
shall not constitute a waiver of any other rights or remedies available under this Agreement,any other
agreement between the Parties,or applicable law,all of which shall be cumulative.
10.5. Survival.The provisions of this Section shall survive the expiration or termination of this Agreement
and any other agreement between the Parties until all Fees owed to Flix have been paid in full.
11. Indemnification
THE RESELLER UNDERTAKES TO DEFEND AND INDEMNIFY FNA,FLIX,FBC,AND GREYHOUND,AND THEIR
RESPECTIVE PARENTS,AFFILIATES,SUBSIDIARIES,OFFICERS,DIRECTORS,SHAREHOLDERS,EMPLOYEES,
LENDERS, SUCCESSORS, AND ASSIGNS FOR THIRD PARTY CLAIMS AS SET FORTH HEREIN. IT IS
IMPORTANT THAT YOU READ AND UNDERSTAND THESE PROVISIONS PRIOR TO SIGNING THIS
AGREEMENT.
Reseller shall defend,indemnify,and hold harmless FNA,Flix,FBC,and Greyhound,and their respective
parent company, affiliates, subsidiaries, officers, directors, shareholders, employees, lenders,
successors,and assigns(the"Flix Parties")from and against any and all losses,claims,demands,actions,
causes of action, costs and expenses(including,without limitation,reasonable attorneys'fees)arising
out of or related to the services contemplated and/or provided by Reseller under this Agreement,
V.11.1 ApriI2026 Page 6 of 11
including, without limitation, claims asserting discrimination against passengers, injury, death, or
damage, and breach of data privacy obligations, unless caused by the sole negligence of Flix. Such
indemnity shall survive any termination of this Agreement.Reseller further agrees to defend,indemnify,
and hold harmless Flix from any and all claims that Reseller or any of its employees, contractors,
subcontractors or representatives is an employee of Flix and shall reimburse Flix 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.
12.Independent Contractor Status
The Reseller is an independent contractor and neither the Reseller nor its employees,representatives,
contractors, or Sub-Resellers are, or will be deemed Flix employees. The Parties agree that this
Agreement creates an independent contractor relationship,not an employment relationship.As such,
neither the Reseller nor Flix will have the right to direct or control the day-to-day work or the terms and
conditions of employment of the other Parry'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.
13. Serving Customers with Disabilities. Reseller represents and warrants that the Location and
Reseller's services under this Agreement will be operated and performed in compliance with all applicable
laws related to servicing visitors,customers,and passengers with disabilities,including the Americans with
Disabilities Act("ADA"),as well as applicable state disability and accessibility laws and regulations. Without
limiting the foregoing,Reseller agrees to provide such assistance or accommodations to such individuals as
required by law or regulation and to provide appropriate training to Reseller's staff to train them to
proficiency about serving customers with disabilities in accordance with such regulations. Reseller shall
provide the applicable services in Exhibit A for servicing such individuals and any other services required by
law.
14. Non-discrimination. Reseller is committed to and will ensure that no person on the basis of race,
color,national origin,disability,or any other protected characteristic will be excluded from participation or
subjected to discrimination in the level and quality of services or related benefits provided by Reseller,its
employees, affiliates, and contractors. Reseller must post a public Title VI Notice to Beneficiaries in
compliance with Circular FTA C 4702.1B,Appendix B.The notice must be displayed in public areas at the
Location in areas available to the public. The notice must also be translated into Spanish and into other
languages as needed or as directed by Flix.
15. 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 Flix 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.
16. Insurance.
Reseller shall maintain at its sole cost and expense the following insurance coverage. These
requirements shall be in addition to all coverage required by law or regulation.
A) Commercial general liability Insurance,including,but not limited to,coverage for contractual
liability;and
B) Workers' compensation and employers' liability insurance meeting all statutory limits
covering all employees involved with the work or services under this Agreement.
The required coverage shall carry limits of liability of not less than$500,000.00 per occurrence,and must,
upon notification from Flix,meet any higher limits as required for the Location. Such policies shall(a)be
written by able and solvent insurance companies,fully licensed to do business in the states where the
Reseller is operating with an A.M.Best Company rating of"A"or better and with a size rating of not less
than "VI"; (b) have the premiums payable at the sole cost and expense of Reseller with "Flix North
America,Inc.and its subsidiaries and affiliates" named as an additional insured;(c)provide at least 30
days' written notice to Flix prior to cancellation, non-renewal, or material change in coverage or
amendment;(d)provide that such insurance is primary and shall be without contribution from any similar
V.11.1 Apri12026 Page 7 of 11
insurance obtained or maintained by Flix;(e)waive all rights of subrogation against Flix;(f)be written on an
"occurrence"basis;and(g)satisfy all applicable co-insurance requirements. Prior to the commencement
of this Agreement, Reseller shall provide Flix with certificates of insurance evidencing the insurance
coverages required herein and Reseller shall furnish Flix with a new certificate of insurance upon each
policy renewal.
Reseller acknowledges that the minimum insurance requirements stipulated by Flix shall not be deemed to
be a recommendation as to the appropriate level of insurance for Reseller's business.Furthermore,such
insurance coverage shall in no way serve to limit Reseller's liability to Flix or to any third party.
17. Data Ownership,Confidentiality and Privacy.
All data pertaining or relating in any way to customers shall be the sole and exclusive property of Flix and
Reseller shall have no right of use or ownership of such information.Reseller shall always comply with
all data privacy policies and procedures of Flix 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. Reseller shall also
comply with all rules of use the Flix website and its parent and affiliates including but not limited to those
found at www.flixbus.com and www.grevhound.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. Each Party
agrees to notify the other promptly if it becomes aware of any unauthorized disclosure or use of the
Confidential Information,unless the Party is prohibited from giving notice pursuant to the law,a court
order,or administrative order.
Any external communications,including for public relations,are subject to approval of both Parties prior
to disclosure. All appropriate requests for disclosure must be approved without exception 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.
Reseller acknowledges that during the Term of this Agreement, Reseller will receive and may become
familiar with"personal information",."personal data,"or"personally identifiable information"as those
terms are defined under applicable data protection or privacy laws and regulations currently in effect or
promulgated hereinafter ("Client Personal Data"). Notwithstanding the foregoing, any and all data
regarding customer(s)and consumer(s)is the property of Flix and shall be included in the definition of
Client Personal Data.Reseller is permitted to Process Client Personal Data on Flix'behalf only to perform
the Services outlined herein.Reseller shall have no right to Client Personal Data and Reseller's Processing
of Client Personal Data to perform the Services shall not constitute a grant of license or a transfer of
rights to the Client Personal Data.
The Parties agree to handle Client Personal Data in accordance with the Data Protection Addendum
("DPA") located at: https://www.flixbus.com/dpa-resellers, which is expressly incorporated into the
Agreement by reference.The DPA may be updated from time-to-time by Flix,as needed to comply with
applicable data protection or privacy laws and regulations. The terms"Process","Processing",or terms
addressing similar functions when used in this Agreement shall have the meaning given to them in
applicable data protection or privacy laws or regulations.This Section shall survive termination of this
Agreement.
18. Right to Audit
V.11.1 April2026 Page 8 of 11
...� _ .
Reseller agrees to,upon request by Flix and within seven(7)days of each such request,grant access to Flix and
allow inspection/audit by Flix of Reseller's documents,records,premises,and policies and procedures that in
any way relate to Reseller's compliance with any of its obligations under this Agreement (including but not
limited to,any hours of service records,and/or any information or documentation relating to insurance,safety,
service or accommodations to Customers with disabilities, service quality, training, and/or customer
experience),unless such request by Flix states a bona fide need for immediate access,which shall be granted.
Reseller shall ensure its cooperation in all such access requests and inspections/audits by Flix.Flix may terminate
this Agreement immediately upon written notice for failure to cooperate in any access requests and/or
inspections/audits.Should any incidents or issues of non-compliance be discovered during any inspection/audit,
Reseller shall ensure that it promptly takes all commercially reasonable actions and efforts to fully address and
resolve any such incidents and issues of non-compliance at its sole cost(it being expressly understood that(i)
Flix is not subject to any affirmative contractual or legal obligations or any other duty requiring that it perform
any inspections/audits of Reseller,(ii)this provision only grants Flix certain rights to conduct inspections/audits
in its sole discretion,(iii) Reseller is solely responsible for compliance with all legal and regulatory obligations
related to the provision and/or operative implementation of any Services hereunder,and (iv)that Reseller is
solely responsible for its compliance with the provisions of this Agreement).The audit rights and obligations set
forth in this section shall apply during the Term of this Agreement and for a period of twelve (12) months
thereafter,or as otherwise required by law.
19. 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
Flix, which consent shall be in Flix's 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 Flix has given its prior written consent,which consent shall be in Flix's sole discretion.
Flix may assign this Agreement in whole or in part, without consent of the Reseller, to a subsidiary or
affiliate,or in connection with a merger,acquisition,corporate reorganization,or sale of all or substantially
all of its assets not involving a direct competitor of the Reseller.Any attempt by a Party to assign its rights
or obligations under this Agreement in breach of this section shall be void and of no effect.Subject to the
foregoing,this Agreement shall bind and inure to the benefit of the Parties,their respective successors and
permitted assigns.
20. 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 and as necessary to perform the Services. Nothing herein shall
grant any rights to use or ownership to the Reseller for any intellectual property of Flix.
21.Governing Law
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 Dallas County,Texas.In any such dispute,the prevailing Party shall
be entitled to recover all its fees and expenses.
22. Notice
Any notice under this Agreement shall be in writing and delivered by reputable overnight carrier,such as
FedEx or UPS, 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.
23. 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.
24. Severability
If any provision of this Agreement is or becomes ineffective or invalid, this shall not impair the
v.11.1 Apri12026 Page 9 of 11
F'
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.
25.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.
IN WITNESS WHEREOF,the Parties have executed this Agreement to become effective as of the
Effective Date noted herein.
For Flix North America,Inc. For FlixBus,Inc.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
For Greyhound Lines,Inc. For Reseller
City of Port Arthur
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
V.11.1 April2026 Page 10 of 11
.
EXHIBIT A
Reseller is required to comply with all requirements of the Americans With Disabilities Act and other
applicable state and local requirements regarding serving customers with disabilities. Reseller is
reminded of the following obligations.This list is not exclusive but is meant to remind Reseller of
these important legal requirements.
• Assist customers who cannot approach the ticket counter by coming to them and assisting
them as reasonably requested so they can purchase a ticket.
• Ensure that all accessibility features of the location are present and working including doors,
ramps,signs,etc.and that all necessary repairs are reported and completed promptly.
o Assist hearing and sight-impaired customers.
▪ Assist with baggage,boarding,mobility limitations(stairs,getting to restroom,etc.)and any
other reasonable requests.
• Allow service animals and do not require registration or advanced notification.
o Communicate to customers that travel in a wheeled mobility device is welcome and requires a
reservation to ensure there is capacity.
• Assist disabled customers with priority seating requests and reservations.
• Confirm and allow customers to stow their wheeled mobility device under the bus free of charge
when the customer chooses to sit in a regular seat and provide assistance with the process.
V.11.1 ApriI2026 Page 11 of 11