CONSENT TO ASSIGNMENT AGREEMENT
BY ANJD BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PRINCIPAL BANK
PREAMBLE
This consent to assignment agreement ("Consent Agreement'') is by and between the City of Santa Clara, California1 a chartered California municipal corporation, with its principal place of business located at 1500 Warburton Avenue, Santa Clara; California 95050 ("City") and Principal Bank, a federal savings association, with its principal place of business located at 711 High Street, Des Moines, Iowa 50392 ("Principal Bank''), the successor in interest to Wells Fargo Bank, N .A ("Wells Fargo"), and is entered into as of April 2, 2024. City and Principal Bank may be individually referred to in this Consent Agreement as a "Party" or collectively as the "Parties".
RECITALS
A. City and Wells Fargo entered into an agreement entitled, "Agreement by and Between the City of Santa Clara, California and Wells Fargo, N.A.", dated August 25, 2020 (the "Original Agreement'') m which. Wells Fargo agreed to provide custody services, including but not limited to, settlement, smekeeping, and repo1ting. of City's investment portfolio consisting of marketable securities and cash;
It The City was informed that due to the acquisition of We11s Fargo's Institutional Retirement and Trust (IRT) business. division, that Principal Bank now Wholly owns Wells Fargo's !RT business, and as such will continue to provide the services to the City under the Original Agreement. Principal Bank desires to have the City consent to the assignment of all rights, obligations and interest in the Original Agreement from Wells Fargo to Principal Bank, and Principal Bank desires to aolmowfodge the acceptance of the assignment and assume the rights, obligations, and liabilities of Wells Fargo under the Original Agreement effective as of February 22,2022; and C. Based on the completed acquisition, it is the desire of City to formally consent to the assignment by Wells Fargo of all its rights, obligations and interest in the Original Agreement to Principal Bank.
In consideration of the above referenced recitals and the following mutual covenants, commitments and obligations~ the Parties agree, as follows:
CONSENT AGREEMENT PROVISIONS
1. Based on a written request received by the City from Principal Bank, City hereby consents to the assignnJ.ent of the Odginal Agreement and all of the rights, duties, obligations, and interest set forth therein from Wells Fargo to Principal Bank. This consent is based on representations made by Principal Bank and Wells Fargo and all the duties and obligations. of Wells Fargo to perform Acknowledgment of Assignment ~ Principal Bank Page 1 of5 specified services included in the Original Agreements shall be performed by Principal Bank.
2. City acknowledges and relies on tbis acceptance by Principal Bank of all of the rights, obligations and interest in the OriginalAgreement and the relinquishment of all such the rights, obligations and interest in the Original Agreement by Weils Fargo. Principal Bank hereby acknowledges its acceptance of such assignment from Wells Fargo, as of February 22, 2022, and assumed and agreed to be bound by the Original Agreement, and agreed to perform all the duties and obligations and assume all liabilities and responsibilities of Wells Fargo, except as set forth herein.
3. From February 22, 2022, any pending debts or obligations due to City and those which subsequently arise or accrue from the terms and conditions of the Original Agreement became payable by Principal Bank to the City or its agents, or assigns.
4; This Consent Agreement e~bodies the entire agreement between City and Principal Bank and all of its terms and conditions. No verbal agreements or conversation with any officer; agent or employee •of City prior to execution of this Consent Agreement shall affect or modify any of the terms or obligations contained in tbis Consent Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City.
5. As a condition of the terms of this Acknowledgment, Principal Bank agrees to provide the City with the following, upon request by the City:
revised Certificate of Insurance, as well as all policy endorsements to indicate that Principal Bank has purchased, and is maintaining, all of the required insurance policies and has provided the required endorsements which were included in the terms and conditions of the Original Agreement.
Notwithstanding the previous sentence, the City acknowledges that the notice obligations under the "Cancellation" provision of Section E of Exhibit C of the Original Agreement shall be assumed by Principal Bank, and are not contained within the insurance policies.
6. The Parties agree that Principal Bank may rely on the foilowing account related documentation between the City and Wells Fargo:
• Authorized Signers Certification (and email correspondence) dated January 28,2021, • Amendment to· the Wells Fargo Account Agreement Documentation (Definitions and Disclosure Statement, Fee Agreement) effective July 1, 2020, • Amendment to the Wells Fargo Ac9ount Agreement Documentation (Sweep Investment Direction for Cash Balances} effective September 1, 2020.
7. The City acknowledges and agrees to the disclosures listed on Schedule A.
8. This Consent Agreement may be executed in counterparts, each of which shall be deemed to be an original~ but both of which shall constitute one and the same instrument; and, the Parties agree that signatures, on this Consent Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.
Aclmowledgment of Assignment - Principal Bank Page2of5
The Parties hereby aclmowledge and accept the terms and conditioll.$ stated herein by the following signatures of their duly authorized representatives. The signature of the duly authorized representative of Principal Bank confirms its acceptance of the terms and conditions of the Original Agreement and the assignment of the Original Agreement from Wells Fargo. The Effective Date is February 22, 2022. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
Glen R. Googing"-'"
City Attoiney
Principal Bank
Dated: April 3, 2024 ____ _
By: Michael J. Wade ____ _
Title: Relationship Manager __ _
Address: 575 Anton Blvd, Ste 910_
Costa Mesa, CA 92626
Telephone: 515·878-611 O __ _
Facsimile: n/a ·--------Email Address: wade.
~
Acknowledgment of Assignment - Principal Bank
Dated: S-/ J_/ tlA>J-<j
~
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
Schedule A
Electronic Delivery
The City agrees to the electronic delivezy c,f documents and to conduct business electronically with Principal Bank.
By accepting electronic delivery of documents, the City agrees that Principal Banlc will transmit documents related to the account ( colle¥tively ''Electronic Documents"), including the account documents, privacy notices, contract applicatiQn, an.d r~lEt.ted documents; general commumcations concerning account, trust/custodial/investment management docume~ts, transition doi;uments, investment information, annual and periodic sta~ments, and docl.lnj_ents that are sub~antially simila,: to these forms, by electronic means, to the extern that electronic transmission is consistent with applicable $fate and federal law, The City may execute via electronic means Electronic Documents; and be bound with tb.e same foJ:ce and efl;ect as· if Cey's signature was affixed on paper by b.,and wh.en an electronic signature is. applied to Electt:onic Documents. •
Principal Bank will deliver communications and information, including the Electronic Documents electronically. Document$ transmitted electronically by Principal Bank are .in lieu of all other forms of communication, including regular U.S. Mail delivezy. Electronic delivery of documents by Principal Bank is sufficient to meet all reporting requirern.ents, to the extent that electronic delivezy is consistent with applicable state a:nd federal law. The City must provide Principal Bank with a current, valid e-mail address.
If Principal Bank is unabk to deliver Eiectronic Documen{s to such e-mail address~ documents will be resent via U.S. Mail.
Withdrawal: The City is not required to agree to the electronic delivery of documents and to conduct business with Principal Bank electronically and may withdraw agreement at any time. Upon revocation of tbjs agreement, Principal Bank will deliver all future Electronic Docume11ts via regular U;S. Mail to the last !mown designated address, unless pteviously instructed otherwise. · A request for a paper copy of ~y of the Electronic Documents does not constitute revocation of this agreement. Principal Bank will provide a paper copy of any document at no charge.
Systems Requirements: City must have access to a computer capable of accessing the employer login at WWW.principal.com and viewing PDF files. City must amo have internet access through an internet service provider ("ISP''). Electronic documents will be sent using the Adobe Acrobat PDF format.
Electronic Delivery of Regulatory Materials
Principal Bank delivers regulatory material, including updates thereto, such as prospectuses, supplements, annual reports, and semi-annual reports (''Regulatory Materials"), to the City. the City h1:1~ the option to receive Regulatory M~terials or internet links to Regulatory Materials via email by agreeing to electronic delivery.
As a required recipient of Regulatory Materials for its account(s), City elects to receive Regulatory Materials electronically ("Electronic Delivery''); no physical copy wHI be mailed. Electronic Delivery will Acknowledgment of Assignment - Principal Bank Page4of5
include email messages from Principal Bank with internet links to Regµlatory Materials for the account's mutual funds.
0 If Principal Bank is unable to contact tl;ie City by email, Principal Bank will notify the City ancl give directioI).s on how to access the Regulatory Materials online. If Electronic Delivery is not possible, a pape;r copy will be maiJed to the customer contact. •
• To view, download and/or save the Regulatory Materials, the City will need access to an internet service provider and an inte~et browser. Normal internet provider c9sts will apply. • At any time, the City may reque~ a paper copy of any or all of the Regulatory Materials for the account's mutual funds at no additional c<;>st by contacting Principal Bank at l-800-547-7154 or at www.principaI.com. • ..
0 This agreement only affects a custdmer required receipt of Regulatory Materials. It does not affect the current access to or delivery of Regulatory Materials, electronically or otherwise. • This agreement remains valid unless the City changes or revokes it at any time for any reason by con~cting Principal Bank at i-800 .. 547,.77.54 or at www.prinoipal.com. • The City will receive email aierts as soon ~ these Regulatory Materials are available.
If any statute, regµlation, or other applicable law requires the delivery of c~rtain documents in written or paper form in the future, the City agrees to receive such documents in electronic form to the extent permissible under law.
The City understands ancl agrees that a valid email address and valid mobile phone numb.er ate required to open and maintain any Principal Bank account. The City agrees to Principal Bank's use of its email address, mobile phone number, or other identified ~l~ctronic address to message, call or text the City to help secure the City's account(s), provide transactional alens, a.11.d deliver account-related documents and other qommunications. Message and data rates apply; frequency may vary. For help with texts, reply HELP. To opt.-out of texts, reply STOP or contact Principal Bank at 1-800-547-7754. • If the City's email addres.s, mqbile phone number, or other electrohlc address changes, the City agre(}s to notify Principal Bank. The City may update this information at any tune through its profile on principal.com.
The City also agrees to the use of electronic signatures in connection with all matters relating to its account(s) and agrees that its use of an eh;ctronic signature shall be binding in the same manner as if such docmment was manually signed.
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