HomeMy WebLinkAboutExhibitSeptember 252019
Erica Paschal
City of Miami
444 SW 2nd Avenue
6th Floor
Miami, FL 33130
Re: Consent to Assignment of Retail Image Lockbox Service Agreement between Wells Fargo Bank,
N.A. ("Wells Fargo") and City of Miami ("Customer" or "you")
Dear Erica:
You and Wells Fargo are parties to an agreement (the "Lockbox Agreement") pursuant to which Wells Fargo
provides its Retail Image Lockbox Service to you. Under the Lockbox Agreement, Wells Fargo processes
checks and other instruments submitted in payment of obligations to you ("Remittances") received at a post
office box maintained on your behalf (the "Lockbox"). REMITCO LLC ("REMITCO") is Wells Fargo's
subcontractor for processing Remittances under the Agreement. Pursuant to the Lockbox Agreement, on
each Business Day':
• Wells Fargo or REMITCO picks up the Remittances addressed to the Lockbox and transports them
to a processing site or sites designated by Wells Fargo;
• Wells Fargo or REMITCO opens the Remittances and processes them in accordance with the lockbox
processing procedures set forth in the Lockbox Agreement;
• Wells Fargo makes deposits of the acceptable checks and/or cash received in the Lockbox by
crediting the amount of such checks and cash to the account that Customer maintains with Wells
Fargo and that is designated for deposit of Remittances received through the Lockbox (the
"Account");
• Wells Fargo or REMITCO electronically images checks, remittance stubs and correspondence
received in the Lockbox;
• REMITCO electronically transmits information from processed Remittances to Wells Fargo for
retrieval by Customer; and
• Archival images of the processed Remittances are accessible to Customer via the Wells Fargo
Commercial Electronic Office® ("CEO®") portal.
Wells Fargo and REMITCO entered into an Asset Purchase Agreement, dated March 19, 2019 (the "APA"),
pursuant to which Wells Fargo has agreed to assign its customer contracts for the provision of the Retail
Image Lockbox Service to REMITCO. The transactions contemplated by the APA are expectedto close on
May 1, 2019 (the "Closing Date"). Wells Fargo will assign your Lockbox Agreement to REMITCO on the
Closing Date, and REMITCO will be responsible for providing the Retail Image Lockbox Service to you
under the Lockbox Agreement from and after the Closing Date. Pursuant to the provisions of the Lockbox
A,-reement, Wells Farzo and REMITCO herebv request vour consent to the assiznment of the Lockbax
A,-reement from Wells Faro to REMITCO. Below is a brief explanation of the documentation that will
and will not be assigned by Wells Fargo to REMITCO in order to effectuate the assignment of your Lockbox
Agreement.
' Capitalized terms not defined in this letter are defined in the Wells Fargo Retail Image Lockbox Service Descrption.
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Documents that will be assigned to REMITCO:
The Acceptance of Services or Treasury Management Product Enrollment (February 6, 2019), solely
with respect to the Retail Image Lockbox Service;
The Wells Fargo Retail Image Lockbox Service Description;
The terms of the Wells Fargo Master Agreement for Treasury Management Services (the "Master
Agreement"), solely with respect to the provision of the Retail Image Lockbox Service to you under
the Lockbox Agreement (with all references to "Wells Fargo Bank, N.A." or "the Bank" (other than
with respectto CEO® portal) being deemed, following assignment, to be references to "REMITCO").
Terms of the Master Agreement applicable to services other than the Retail Image Lockox Service
and to deposit accounts you maintain with Wells Fargo (including terms permitting Wells Fargo to
debit the accounts for fees) are not assigned to REMITCO; and
Each of the (i) Amendment No. 1 Professional Services Agreement Between the City of Miami and
Wachovia Bank, N.A. (February 26, 2008) and (ii) Professional Services Contract (November 30,
2001) (the "Custom Agreements"), solely with respect to Wells Fargo's provision to you of the Retail
Image Lockbox Service (the "Lockbox Portion"). For the avoidance of doubt, Wells Fargo's
provision of any services to you other than the Retail Image Lockbox Service (the `Von -Lockbox
Portion") will not be assigned to REMITCO. Following the assignment of your Lockbox Agreement
to REMITCO, general provisions in the Custom Agreements that apply to both the Lockbox Portion
and the Non -Lockbox Portion will apply to REMITCO with respect to the Lockbox Portion and to
Wells Fargo with respect to the Non -Lockbox Portion of the Custom Agreements.
Documents that will not be assigned to REMITCO:
• The deposit account agreement governing the Account that you maintain with Wells Fargo ("Account
Agreement"). The Account will continue to be subject to the terms of the Account Agreement. Your
Account will remain at Wells Fargo and not be assigned to REMITCO; however, following the
Closing Date, REMITCO will continue to credit Remittances directly to Customer's Account at Wells
Fargo unless Customer directs REMITCO to do otherwise.
• The terms of the Acceptance of Services, Treasury Management Product Enrollment Form and
Master Agreement with respect to services Wells Fargo provides to you other than the Retail Image
Lockbox Service. Each of the Acceptance of Services, Treasury Management Product Enrollment
Form and Master Agreement will remain in full force and effect between you and Wells Fargo to the
extent that it governs or is incorporated into any agreement between you and Wells Fargo other than
the Lockbox Agreement.
• Any licenses, Wells Fargo user guides (including terms of use), or other terms governing your use of
or access to Wells Fargo's CEO® portal or the website hosted by Wells Fargo for the purpose of
allowing you to access archival images of Remittances (the "Archival Images Website"), or related
to services other than the Retail Image Lockbox Service.
• The Non -Lockbox Portion of the Custom Agreements.
If you utilize Wells Fargo's SmanDecision® Service or another method of accounts receivable conversion
offered by Wells Fargo, then, based on your preference, Issuer Preference, or Bank Preference, Wells Fargo
will continue after the assignment of your Lockbox Agreement to REMITCO to (a) convert each eligible
Electronic Image and Remittance to an ACH debit entry on the deposit account on which is was drawn, in
which case the conversion and processing of such ACH debit entry will be governed by and subject to Wells
Fargo's separate ACH Orgination Service Description; (b) process remaining Electronic Images in
accordance with Wells Fargo's separate Service Documentation, as selected by you for non -eligible
Electronic Images and Items; or (c) process remaining Items in Accordance with the Account Agreement.
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Wells Fargo has agreed to provide transitional billing agent services to REMITCO for a period of time after
the Closing Date with respect to the assigned Retailed Image Lockbox Service contracts. After the Closing
Date, once your Lockbox Agreement is assigned to REMITCO, Wells Fargo will continue to bill you on
behalf of REMITCO for Retail Image Lockbox Service performed by REMITCO.
For a period of time following the assignment of your Lockbox Agreement to REMITCO, Wells Fargo will
continue to allow you to access the Archival Images Website through Wells Fargo's CEO® portal.
Remittances received after the Closing Date will be viewable through the CE09portal. Eventually, however,
you will be required to log on to a different website hosted by REMITCO in order to view your archival
images of Remittances. Prior to the transition, REMITCO will provide a notice with the new URL and login
information allowing you to access the archival images of Remittances on REMITCO's website.
REMITCO will communicate with you directly concerning the Lockbox Agreement, including any
modifications to the terms and conditions of the Lockbox Agreement that REMITCO intends to make after
its assignment to REMITCO. Such modifications will only be effective following the assignment of your
Lockbox Agreement to REMITCO. Until the assignment to REMITCO occurs, the terms of your Lockbox
Agreement will continue to govern your use of the Retail Image Lockbox Service unless modified by Wells
Fargo.
By executing this letter, you (i) acknowledge and agree that this letter is timely and sufficient for all purposes
under the Lockbox Agreement, (ii) acknowledge your consent to, and grant your waiver with respect to, the
assignment of the Lockbox Agreementto REMITCO as a result of the transactions contemplated by the APA,
(iii) acknowledge and agree that the Lockbox Agreement will remain in full force and effect in accordance
with its terms prior to the date of the assignment to REMITCO, unless modified by Wells Fargo and (iv)
acknowledge and agree that the Lockbox Agreement will remain in full force and effect in accordance with
its terms following the assignment to REMITCO, except to the extent modified by REMITCO (as referenced
above).
On behalf of Wells Fargo and REMITCO, please accept our sincere appreciation for your partnership and
cooperation during this transition.
[Signature page follows]
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Sincerely,
Wells Fargo Bank, N.A.
By:
Name:
Title:
REMITCO LLC
By:
Name:
Title:
Acknowle deed and Am ed:
City of Miami
By:
Name:
Title:
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