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HomeMy WebLinkAbout2004 01 12 Consent 204COMMISSION AGENDA ITEM 204 January 12, 2004 Meeting CONSENT XX INFORMATIONAL PUBLIC HEARING REGULAR MGR /1//DEPT Authorization REQUEST: The Finance Department requesting the Commission approve Resolution 2004-01 which designates the City Manager and the City Controller as authorized representatives to execute documentation required by Bank of America on behalf of the City of Winter Springs. PURPOSE: The purpose of this Agenda Item is to approve Resolution 2004-01— a resolution that designates the City's authorized representatives to execute documentation with Bank of America. CONSIDERATIONS: This document must be updated to temporarily remove the City's previous Finance Director. The City Controller is currently the Acting Finance Director until such time that a new Finance Director is determined. The document will need to be updated again at that time. FUNDING: N/A ATTACHMENTS: Resolution 2004-01 Signature Cards RECOMMENDATION: The Finance Department recommends that the Commission approve Resolution 2004-01 which designates the authorized representatives to execute documentation with Bank of America. COMMISSION ACTION: BankofAmerica. Certified Copy of Unincorporated Association Resolutions BALK OF AMERICA, NA(ME "RAN'K') Opening and Maintaining Deposit Accounts and Services Name of Unincorporated Association CITY OF WINTER SPRINGS 1, the undersigned, hereby certify to BANK OF AMERICA, N.A. that 1 am the Secretary/Assistant Secretary and the designated keeper of the records and minutes of CiTY OF WINTER SPRINGS an unincorporated association whose principal address is in the State of r= t v� a P. (the "Association"); that I have full authority to manage, represent, sign for and bind the Association, that the following is a true copy of resolutions duly adopted by the governing body of said Association at a meeting duly held on the J day of J Ar..iA [— , at which a quorum was present and acted throughout or adopted by the unanimous written consent of the governing body; and that such resolutions are in full force and effect and have not been amended or rescinded. I. Resolved, that BANK OF AMERICA, N.A. (the `Bank") is hereby designated as a depository of the Association and that deposit accounts and/or time deposits (CDs) be opened and maintained in the name of this Association with the Bank in accordance with the terms of the Bank's Deposit Agreement and Disclosures and the applicable rules and regulations for such accounts; that any one of the following Authorized Representatives of this Association: R o r`A d W. M e- L arvi o r' 2 G.+. Name �\ Title 1, d\ -i 1 Ar C .=. r G, *+ v Name Title Name Title Name Title is hereby authorized, on behalf of this Association and in its name, to execute and to sign any application, deposit agreement, signature card and any other documentation required by the Bank to open said accounts; to sign checks, drafts, notes, bills of exchange, acceptances, time deposits (CDs) or other orders for payment of money; to endorse checks, drafts, notes, bills, time deposits (CDs) or other instruments owned or held by this Association for deposit with Bank or for collection or discount by the Bank; to accept drafts, acceptances, and other instruments payable at the Bank; to place orders with the Bank for the purchase and sale of foreign currencies on behalf of this Association; to execute and deliver an electronic fund transfers agreement and to make transfers or withdrawals by electronic transfer on behalf of the Association; to obtain an access device (including but not limited to a card, code, or other means of access to the Association's accounts) that may be used for the purpose of initiating electronic fund transfers [Association agrees and acknowledges that neither the Electronic Funds Transfer Act (15 U.S.C. 1693 et seq.) nor Regulation E (12 C.F.R. Part 205) are applicable to any such access device]; to establish and maintain a night deposit relationship; to execute and deliver a wire transfer agreement and to request, or to appoint or delegate from time to time such persons who may request, wires of funds; to enter into any agreements with the Bank for the provision by the Bank of various Treasury Management services to this Association as such Authorized Representative may determine, in his or her sole discretion, and to sign any and all documents and take all actions required by Bank relative to such Treasury Management services or the performance of the Association's obligations thereunder, and that any such Treasury Management agreement(s) shall remain in full force and effect until written notice to terminate given in accordance with the terms of any such agreement shall have been received by the Bank and that such termination shall not affect any action taken by the Bank prior to such termination; to rent or lease a safe deposit box from the Bank, to execute the rental agreement or lease, to enter the safe deposit box and to terminate the rental agreement or lease; to take whatever other actions or enter into whatever other agreements relating to the accounts or investment of funds in such accounts with the Bank and to execute, amend, supplement and deliver to Bank such agreements on behalf of the Association upon such terns and conditions as such Authorized Representative may deem appropriate and to appoint and delegate, from time to time, such person(s) who may be authorized to enter into such agreements and take any other actions pursuant to such agreements in connection with said accounts that the Authorized Representative deems necessary; and to waive presentment, demand, protest, and notice of protest or dishonor of any check, note, bill, draft, or other instrument made, drawn or endorsed by this Association; and 2. Further Resolved, that the Bank be and is hereby authorized to honor, receive, certify, pay or exchange for money orders or other instruments all instruments signed in accordance with the foregoing resolutions even though such payment may create an overdraft or even though such instruments may be drawn or endorsed to the order of any Authorized Representative signing the same or tendered by such Authorized Representative or a third party for exchange or cashing, or in payment of the individual obligation of such Authorized Representative, or for deposit to such Authorized Representative's personal account and Bank shall not be required or be under . any obligation to inquire as to the circumstances of the issuance or use of any instrument signed in accordance with the foregoing resolutions or the application or disposition of such instrument or the proceeds thereof, and, further, that the Bank is authorized to honor any instructions regarding withdrawals, orders for payment or transfer of funds whether oral, by telephone or electronic means if such withdrawal, orders or transfer are initiated by an Authorized Representative; and 3. Further Resolved, that the Bank be and is hereby requested, authorized and directed to honor and to treat as authorized, checks, drafts or other orders for the payment of money drawn or purportedly drawn in this Association's name, including those payable to the individual order of any person whose name appears thereon as signer thereof, when bearing or purporting to bear the facsimile signature of an Authorized Representative authorized in the foregoing resolutions and Bank shall be entitled to honor, to treat as authorized, and to charge this Association for such checks, drafts, or other orders regardless of by whom or by what means the actual or purported facsimile signature thereon may have been affixed thereto, if such signature resembles the facsimile specimen duly certified to or filed with the Bank by the Secretary or Assistant Secretary or other officer or an Authorized Representative of this Association or if such Iacsimile signature resembles any facsimile signature previously affixed to any check, draft, or other order drawn in the Association's name, which check, draft, or other order was accepted and paid without timely objection by the Association, thereby ratifying the use of such facsimile signature; and the Association hereby indemnifies and holds the Bank harmless against any and all loss, cost, damage or expense suffered or incurred by the Bank arising out of or in any way related to the misuse or unlawful or unauthorized use by a person of such facsimile signature; and 00-14-9011MW 06-1999 Page 1 of 4. Further Resolved, that endorsements for deposit may be evidenced by the name of the Association being written or stamped on the check or other instrument deposited, without designation of the party making the endorsement, and Bank is authorized to supply any endorsement on any instrument tendered for deposit or collection; and s. Further Resolved, that the Secretary or Assistant Secretary or other duly authorized officer of this Association shall certify to the Bank names and signatures of persons authorized to act on behalf of this Association under the foregoing resolutions and shall from time to time hereafter, as changes in the identity of said Authorized Representatives are made, immediately report, furnish and certify such changes to Bank and shall submit to Bank a new account signature card reflecting such change in order to make such changes effective and Bank shall be fully protected in relying on such certifications and shall be indemnified and saved harmless from any claims, demands, expenses, losses, or damages resulting from, or growing out of, honoring the signature of any Authorized Representative so certified, or refusing to honor any signature not so certified; and 6. Further Resolved, that the foregoing resolutions shall remain in full force and effect and the authority herein given to all of said persons shall remain in -evocable as far as Bank is concerned until three (3) business days after Bank is notified in writing of the revocation of such authority and that receipt of such notice shall not affect any action taken by the Bank prior thereto; and 7. Further Resolved, that all transactions by any Authorized Representative, officer or employee of this Association on its behalf and in its name with Bank prior to the delivery to Bank of a certified copy of the foregoing resolutions are, in all respects, hereby ratified, confirmed, approved and adopted; and 8. Further Resolved, that the Secretary or Assistant Secretary be and hereby is, authorized and directed to certify these resolutions to Bank and that the provisions hereof are in confonnity with the Articles of Association Charter, Rules and Bylaws of this Association. In Witness Whereof, and intending to bind the Association, I have hereunto subscribed my name, as the Secretary of this Association, this day of Secretary/Assistant Secretary Bank Information Date: 12 / 12 / 2003 Banking Center Name: SE Commercial Banking Associate's Name: Carol Encke Associate's Phone Number: 941 . 745 . 3040 Page 2 of 2 BankofAmerica. %j Certified Copy of Unincorporated Association Resolutions BANK OF AMEWCA, NA (M"BAN" Opening and Maintaining Deposit Accounts and Services Name of Unincorporated Association CITY OF WINTER SPRINGS 1, the undersigned, hereby certify to BANK OF AMERICA, N.A. that I am the Secretary/Assistant Secretary and the designated keeper of the records and minutes of CITY OF WINTER SPRINGS an unincorporated association whose principal address is in the State of ;r t or � d A (the "Association"); that I have full authority to manage, represent, sign for and bind the Association, that the following is a true copy of resolutions duly adopted by the governing body of said Association at a meeting duly held on the ��_ day of _j A� r p, r , at which a quorum was present and acted throughout or adopted by the unanimous written consent of the governing body; and that such resolutions are in full force and effect and have not been amended or rescinded. 1. Resolved, that BANK OF AMERICA, N.A. (the "Bank") is hereby designated as a depository of the Association and that deposit accounts and/or time deposits (CDs) be opened and maintained in the name of this Ass th the Bank in accordance with the terms of the Bank's Deposit Agreement and Disclosures and the applicable rules and regulations for such accounts that any on f the following Authorized Representatives of this Association: P�o Name Title 'IT I I A :4-G +.. Lor%-4-C­0 % 1 cr' Name Title Name Title Name Title is hereby authorized, on behalf of this Association and in its name, to execute and to sign any application, deposit agreement, signature card and any other documentation required by the Bank to open said accounts; to sign checks, drafts, notes, bills of exchange, acceptances, time deposits (CDs) or other orders for payment of money; to endorse checks, dmfts, notes, bills, time deposits (CDs) or other instruments owned or held by this Association for deposit with Bank or for collection or discount by the Bank; to accept drafts, acceptances, and other instruments payable at the Bank; to place orders with the Bank for the purchase and sale of foreign currencies on behalf of this Association; to execute and deliver an electronic fund transfers agreement and to make transfers or withdrawals by electronic transfer on behalf of the Association; to obtain an access device (including but not limited to a card, code, or other means of access to the Association's accounts) that may be used for the purpose of initiating electronic fund transfers [Association agrees and acknowledges that neither the Electronic Funds Transfer Act (15 U.S.C. 1693 et seq.) nor Regulation E (12 C.F.R. Part 205) are applicable to any such access device]; to establish and maintain a night deposit relationship; to execute and deliver a wire transfer agreement and to request, or to appoint or delegate from time to time such persons who may request, wires of funds; to enter into any agreements with the Bank for the provision by the Bank of various Treasury Management services to this Association as such Authorized Representative may determine, in his or her sole discretion, and to sign any and all documents and take all actions required by Bank relative to such Treasury Management services or the performance of the Association's obligations thereunder, and that any such Treasury Management agreement(s) lvhall remain in full force and effect until written notice to terminate given in accordance with the terms of any such agreement shall have been received by the Bank and that such termination shall not affect any action taken by the Bank prior to such termination; to rent or lease a safe deposit box from the Bank, to execute the rental agreement or lease, to enter the safe deposit box and to terminate the rental agreement or lease; to take whatever other actions or enter into whatever other agreements relating to the accounts or investment of funds in such accounts with the Bank and to execute, amend, supplement and deliver to Bank such agreements on behalf of the Association upon such terms and conditions as such Authorized Representative may deem appropriate and to appoint and delegate, from time.to time, such person(s) who may be authorized to enter into such agreements and take any other actions pursuant to such agreements in connection with said accounts that the Authorized Representative deems necessary; and to waive presentment, demand, protest, and notice of protest or dishonor of any check, note, bill, draft, or other instrument made, drawn or endorsed by this Association; and 2. Further Resolved, that the Bank be and is hereby authorized to honor, receive, certify, pay or exchange for money orders or other instruments all instruments signed in accordance with the foregoing resolutions even though such payment may create an overdraft or even though such instruments may be drawn or endorsed to the order of any Authorized Representative signing the same or tendered by such Authorized Representative or a third party for exchange or cashing or in payment of the individual obligation of such Authorized RenresPnrat;ve, or for deposit to such Authorized Representative's personal account and Bank shall not be required or be under any obligation to inquire as to the circumstances of the issuance or use of any instrument signed in accordance with the foregoing resolutions or the application or disposition of such instrument or the proceeds thereof; and, further, that the Bank is authorized to honor any instructions regarding withdrawals, orders for payment or transfer of funds whether oral, by telephone or electronic means if such withdrawal, orders or transfer are initiated_by an Authorized_ Representative: and 3. Further Resolved, that the Bank be and is hereby requested, authorized and directed to honor and to treat as authorized, checks, drafts or other orders for the payment of money drawn or purportedly drawn in this Association's name, including those payable to the individual order of any person whose name appears thereon as signer thereof, when bearing or put -porting to bear the facsimile signature of an Authorized Representative authorized in the foregoing resolutions and Bank shall be entitled to honor, to treat as authorized, and to charge this Association for such checks, drafts, or other orders regardless of by whom or by what means the actual or purported facsimile signature thereon may have been affixed thereto, if such signature resembles the facsimile specimen duly certified to or filed with the Bank by the Secretary or Assistant Secretary or other officer or an Authorized Representative of this Association or if such facsimile signature resembles any facsimile signature previously affixed to any check, draft, or other order drawn in the Association's name, which check, draft, or other order was accepted and paid without timely objection by the Association, thereby ratifying the use of such facsimile signature; and the Association hereby indemnifies and holds the Bank harmless against any and all loss, cost, damage or expense suffered or incurred by the Bank arising out of or in any way related to the misuse or unlawful or unauthorized use by a person of such facsimile signature; and " 00-14-9011 M W 06-1999 Page I of 2 4. Further Resolved, that endorsements for deposit may be evidenced by the name of the Association being written or stamped on the check or other instrument deposited, without designation of the party making the endorsement, and Bank is authorized to supply any endorsement on any instrument tendered for deposit or collection; and 5. Further Resolved, shall certify to the Bank names and signatures of persons authorized to act on behalf of this Association under the foregoing resolutions and shall from time to time hereafter, as changes in the identity of said Authorized Representatives are made, immediately report, furnish and certify such changes to Bank and shall submit to Bank a new account signature card reflecting such change in order to make such changes effective and Bank shall be fully protected in relying on such certifications and shall be indemnified and saved harmless from any claims, demands, expenses, losses, or damages resulting from, or growing out of, honoring the signature of any Authorized Representative so certified, or refusing to honor any signature not so certified; and 6. Further Resolved, that the foregoing resolutions shall remain in full force and effect and the authority herein given to all of said persons shall remain irrevocable as far as Bank is concerned until three (3) business days after Bank is notified in writing of the revocation of such authority and that receipt of such notice shall not affect any action taken by the Bank prior thereto; and 7. Further Resolved, that all transactions by any Authorized Representative, officer or employee of this Association on its behalf and in its name with Bank prior to the delivery to Bank of a certified copy of the foregoing resolutions are, in all respects, hereby ratified, confirmed, approved and adopted; and 8. Further Resolved, that the Secretary or Assistant Secretary be and hereby is, authorized and directed to certify these resolutions to Bank and that the provisions hereof are in conformity with the Articles of Association Charter, Rules and Bylaws of this Association. In Witness Whereof, and intending to bind the Association, I have hereunto subscribed my name, as the Secretary of this Association, this . day of Secretary/Assistant Secretary Bank Information Date: 12 / 12 / 2003 Banking Center Name: SE Commercial Banking Associate's Name: Carol Encke Associate's Phone Number: 941 . 745 . 3040 Page 2 of 2 VankofAmer ica SM Card Account Number 003064962301 Type FULL ANALYSIS BUS CHKG Account Title CITY OF WINTER SPRINGS PAYROLL ACCOUNT Tax Identification Number 59-1026364 Temporary Signature Card By signing below, I/we agree that this account is and shall be governed by the terms and conditions set forth in the following documents, as amended from time to time: (1) the Deposit Agreement and Disclosures, (2) the Business Schedule of Fees, and (3) the Miscellaneous Fees for Business Accounts, and I/we further acknowledge the receipt of these documents. By signing below, I/we certify (1) that all of the below named person(s) are those persons currently empowered to act under the resolutions and/or court documents and/or other agreements authorizing this account, (2) that the specimen signature set forth opposite the name of each person is true and genuine and (3) the Substitute Form W-9 certification. Substitute Form W-9. Certification - Under penalties of perjury, I certify Chats (1) The number shown on this form is the correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) 1 am not subject to backup withholding becaused (A) 1 am exempt from backup withholding, or (B) 1 have not boon notified by the Internal Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all interest or dividends, or (C) The IRS has notified me that i am no longer subject to backup withholding, and (3) 1 am a U.S. person (including a U.S. resident alien). Certification Instructions You must cross out item (2) above.if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. (See also IRS instructions for Form W-9.) Exempt (check if applicable) Name (typed or printed) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Title (if applicable) 1. X CA.MeW0d i - ) - M k- L— C , 4,K 2. .8; k h A, C oa��f' G*, 4-.. C en-t-ra I I �r 4. ATM/Deposit/Chedc Card Request Provided that the account referenced above is eligible to receive automated teller machine cards and/or Check Cards, I (as authorized by the resolutions and/or court documents and/or other agreements which authorize this account) hereby request the issuance of such cards to any of the authorized signers on this account. Signature Bank Information Customer Name Review Information Customer Z Name Review Information Date Banking Center Name Associate's Name Associate's Phone Number NFL 95-14-9004M 08.2001 12/12/2003 COMMERCIAL CAROL D ENCKE 941-745-3040 '17itle lankofAmerica®40;k- Card Account Number Temporary Signature Card Account Type PUBLIC FUNDS INTRST CHKG Account Title CITY OF WINTER SPRINGS DEPOSITORY ACCOUNT Tax Identification Number 59-1026364 By signing below, I/we agree that this account is and shall be governed by the terms and conditions set forth in the following documents, as amended from time to time: (1) the Deposit Agreement and Disclosures, (2) the Business Schedule of Fees, and (3) the Miscellaneous Fees for Business Accounts, and Ilwe further acknowledge the receipt of these documents. By signing below, I/we certify (1) that all of the below named person(s) are those persons currently empowered to act under the resolutions and/or court documents and/or other agreements authorizing this account, (2) that the specimen signature set forth opposite the name of each person is true and genuine and (3) the Substitute Form W-9 certification. Substitute Form W-9. Certification - Under penalties of perjury, I certify ghats (1) The number shown on this form is the correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) 1 am not subject to backup withholding becausei (A) 1 am exempt from backup withholding, or (B) 1 have not been notified by the Internal Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all interest. or dividends, or (C) The IRS has notified me that 1 am no longer subject to backup withholding, and (3) 1 am a U.S. person (including a U.S. resident alien). Certification Instructions You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. (See also IRS instructions for Form W-9.) Exempt (check if applicable) Name (typed or printed) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Title cif applicable) 1. X Q o r-% A l ci t_J . MC Lemor�C_ C. 2. +T✓di-F-tn A Ccope'/" G t Cc., -A-ro11cr ATM/Deposit/Cheek Card Request Provided that the account referenced above is eligible to receive automated teller machine cards and/or Check Cards, I (as authorized by the resolutions and/or court documents and/or other agreements which authorize this account) hereby request the issuance of such cards to any of the authorized signers on this account. Signature 15t1e Bank Information Customer 1 Name Review Information Customer 4 Name Review Information Date Banking Center Name Associate's Name Associate's Phone Number NFL 95.14.9004M 08.2001 12/12/2003 MiMM)IDo*0F.11tl CAROL D ENCKE 941-745-3040 RESOLUTION NO.2004-01 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AUTHORIZING OPENING AND MAINTAINING DEPOSIT ACCOUNTS AND SERVICES WITH THE BANK OF AMERICA; PROVIDING FOR SEVERABILITY, REPEAL OF PRIOR INCONSISTENT RESOLUTIONS, AND AN EFFECTIVE DATE. / WHEREAS, the City Commission desires to authorize the City Manage' to establish and maintain accounts with Bank of America and designate the City Manager and ICity Controller as authorized representatives to execute documentation required by Bank of Ame it ca from time to time; and WHEREAS, the City Commission of the City of Winter Spring's deems that this Resolution is in the best interests of the public health, safety, and welfare of the"citizens of Winter Springs. NOW, THEREFORE, BE IT RESOLVED BY TH&CITY COMMISSION OF THE CITY OF WINTER SPRINGS, SEMINOLE COUNTY, FfORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The foregoin4rcitals are deemed true and correct and P g are hereby fully incorporated herein by this reference. Section 2. Authorized Depository. The B of the City of Winter Springs and that deposit a( and maintained in the name of the City of Win with the terms of the Bank's deposit agre in regulations for such accounts. Said agree . ent Yf America is hereby designated as a depository )unts and/or time deposits (CD's) may be opened Springs with the Bank of America in accordance t and disclosures and the applicable rules and disclosures and applicable rules and regulations shall be subject to prior approval by the / ity Manager. Section 3. Designation of Ant29orized Representatives. The City Commission hereby designates Ronald W. McLemore /City Manager, and Judith A. Cooper, City Controller, as the authorized representatives of the eity of Winter Springs. The designated representatives are hereby authorized, on behalf of the City of Winter Springs and in its name, to execute and to sign any application, deposit agreemel�`t, signature card and any other documentation required by the Bank of America to open said accounts, to withdraw funds from or transmit funds to any account at the Bank of America, to esta (ish funds transfer instructions, and to take any other action pursuant to any deposit agreements,dpproved by the City Manager. Section 4. Dur7fion. This Resolution shall remain in full force and effect and the authority herein given to all of said persons shall remain irrevocable as far as the Bank of America is concerned until such time as the Bank of America is notified in writing of the revocation of such authority by the City Commission. City of Winter Springs Resolution 2004-01 Page 1 of 2 Section 5. Certification. The City Clerk is hereby authorized and directed to certify this Resolution to the Bank of America. Section 6. Repeal of Prior Inconsistent Resolutions. All prior resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of the conflict. Section 7. Severability. If any section, subsection, sentence, clause, phrase, word, or portion of this Resolution is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independentTrovision and such holding shall not affect the validity of the remaining portion hereto. Section 8. Effective Date. This Resolution shall become effective ifnmediately upon adoption by the City Commission of the City of Winter Springs, Florida. RESOLVED by the City Commission of the City of W. "ter Springs, Florida, in a regular meeting assembled on the day of , 2004. OHN F. BUSH, Mayor ATTEST: ANDREA LORENZO-LUACES, C Approved as to legal form and 91 the City of Winter Springs only: Clerk ency for ANTHONY A. GARG`ANESE, City Attorney City of Winter Springs Resolution 2004-01 Page 2 of 2