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HomeMy WebLinkAboutContract 36594 CITY SECRETARY CONTRACT NO. EXECUTABLE COPY AMERICAN E?O�RE55 SUBSCRIPTION AGREEMENT FOR AMERICAN EXPRESS®CARD ACCEPTANCE STATE OF TEXAS—CITIES AND COUNTIES This instrument (Agreement or Subscription Agreement) is between AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY,INC., (Contractor), and the undersigned government entity(Subscriber). For purposes of this Subscription Agreement, the term "Subscriber" under the Master Agreement shall mean the undersigned government entity. For good and valuable consideration, receipt of which is hereby acknowledged, Subscriber and Contractor agree as follows: I. The terms and conditions of the Agreement for American Express Card Acceptance (Master Agreement) between the State of Texas and Contractor shall be incorporated herein by this reference as if fully set forth herein. 2. All terms used herein shall have the same meaning as in the Master Agreement, unless specified to the contrary. 3. Processors. In place of the section entitled, "Processors" in the Master Agreement, Subscriber hereby agrees that it may retain, at its expense, a third party approved by Contractor (Processor), for obtaining Authorizations and/or submitting Charge Data on Subscriber's behalf. Subscriber, and not Contractor, is responsible for any errors, omissions, delays or expenses caused by its Processor. Subscriber shall provide Contractor with all relevant information (to the extent allowed by applicable law)that Contractor requests about Subscriber's Processor and Subscriber shall notify Subscriber promptly in writing if Subscriber changes its Processor. 4. Gross Payment. In place of the section entitled, "Gross Payment" in the Master Agreement, Subscriber hereby agrees that when Contractor pays Subscriber in United States Dollars for the face amount of Charges submitted, Contractor will deduct any Credits submitted, any amounts the Subscriber owes the Contractor (except for the Discount), and any amounts for which Contractor has Full Recourse. The Discount will not be deducted from the face amount of the Charges submitted. Instead, the Contractor will debit the designated ACH Account monthly for the aggregate Discount with respect to all of that month's Charges. In order to be eligible for this option, Subscriber must: 1)submit all Charges to Contractor electronically: 2)receive all payments electronically via ACH; and 3) be paid on the Basic (two-day) Payment Plan. Subscriber may not receive payment on behalf of any other entity. 5. Discount Rate. The Discount is the amount Contractor charges Subscriber for accepting the Card. The initial Discount rate is the percentage set forth on the signature page of this Agreement. Effective every April 1 st (beginning after the first full calendar year of Card acceptance hereunder) Contractor may adjust the Discount rate. Contractor further has the right to adjust the Discount rate at any time upon sixty (60) days written notice to Subscriber. 6. Payment Method. Under the Electronic Pay Program (Electronic Pay), funds are sent electronically via the Automated Clearinghouse of the Federal Reserve System (ACH). Subscriber must inform Contractor of the designated demand deposit account (Account) at a bank (Bank) that participates in ACH. Contractor will initiate payment to the designated Account via ACH within two(2)business days(excluding Sunday and any Federal Reserve holiday) after Contractor receives and processes the applicable Charges. If the payment date falls on a day that Contractor's bank is not open for processing ACH payments, Contractor will initiate payment on the next day that Contractor's bank is open for processing ACH payments. Contractor will not be responsible for any obligations or liabilities including, but not limited to, incidental or consequential damages over and above the amount of the applicable debit, credit or adjustment to the Account in the event that any such debit, credit or adju rt2i : ot,,l ���r�o honored by the Bank or is improperly applied to the Account. Furthermore, Contractor is not respo i�bffdd remittance,or timeliness thereof,of payment from Comptroller to Subscriber. ,IYY 02-05-08 P03:4 EXECUTABLE COPY 7. Notices. In place of the section entitled, "Notices" in the Master Agreement, Subscriber hereby agrees that any written notices required under this Agreement will be hand-delivered to the receiving party listed below or sent by U.S.Mail,certified,return receipt requested,addressed to the appropriate address. Notice will be effective on receipt by the affected party. Either party may change the designated notice address in this Section by written notification to the other party.. Notices will be sent to Subscriber at: Notices will be sent to Contractor at: City of Fort Worth,TX American Express Travel Related Company,Inc. 1000 Throckmorton Street 1661 East Camelback Fort Worth,TX 76102 Phoenix,AZ 85016 Attention: Ms.Jenny Townsend Attention: SE Maintenance Unit 8. Subscriber shall accept the Card under the terms of the Master Agreement, at a minimum, at all Subscriber locations where Subscriber accepts any other charge,debit or credit card payment methods in payment for all goods and services sold (except as noted in the Master Agreement). In addition, Subscriber represents that Subscriber has received all necessary approvals for Subscriber to enter into this Agreement. 9. Term of A reg ement. Notwithstanding anything to the contrary contained herein, this Subscription Agreement shall continue in effect for so long as the Master Agreement is in full force and effect. If the Master Agreement terminates for any reason,this Subscription Agreement shall terminate immediately without further notice. Either party may terminate the Subscription Agreement by written notice. Such termination will be effective sixty(60) days after receipt of such notice. 10. All other terms and conditions of the Master Agreement shall remain unchanged and in full force and effect. IN WI N P SS WHEREO the parties have caused this Agreement to be executed effective as of ,2008 SUBSCRIBER: CONTRACTOR: CITY OF FORT WORTH,TX AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY,INC. By: C Thomas F.Pojero Senior Vice President Name: Karen L. Montgomery Merchant Acquisition North America Title: Assistant CityManager/CFO Discount Rate=2.15% Speed of Pay=2-Day Attested By APPROVED AS TO FORM AND LEGALITY: � - `� 1, Marty$ends• ail .at. �i °rc 3ity Secretaft= 1