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Home My WebLink AboutAgenda Report - December 16, 2009 D-09AGENDA ITEM [)40 A CITY OF LODI ,. COUNCIL COMMUNICATION ,m AGENDA TITLE: Adopt Resolution Authorizing Specific Staff Members of York Insurance Services Group, Inc. (Formerly Bragg and Associates, Inc.) as Signers on the City of Lodi / Workers Compensation Claims Management Account MEETING DATE: December 16,2009 PREPARED BY: Kirk J. Evans, ManagementAnalyst RECOMMENDED ACTION: Adopt resolution authorizing specific staff members of York Insurance Services Group, Inc.(formerly Bragg and Associates, Inc.) as signers on the City of Lodi /Workers Compensation Claims Management account with Farmers and Merchants Bank (F&M); and authorize the City Manager to execute the attached Exhibit A (Corporate Authorization Resolution) and Exhibit B (Facsimile Signature Agreement). BACKGROUND INFORMATION: For several years, the City of Lodi has maintained a trust account at Farmers & Merchants Bank that is used by the City's workers compensation third party claims administrator to make claims payments to physicians, medical services providers, injured employees and other parties active in the workers compensation arena. Gregory B. Bragg & Associates has served as the City's claims administrator since November 2005. The account name at F&M has been GB Bragg during this term of service. Gregory B. Bragg & Associates recently changed its name to York Insurance Services Group, Inc. This necessitates that the name of the account also be changed. It will now be entitled City of Lodi / Workers Compensation Claims Management account. York staff authorized as signers on this account must also be updated as shown on Exhibit A attached (Corporate Authorization Resolution). The attached exhibits provided by F&M state in part that "the signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation." F&M requires City Council authorization and the signature of the City Manager on these exhibits in order to conduct City banking business. FISCAL IMPACT: None. FUNDING AVAILABLE: Not Applicable. Attachments Jordan Ayers Deputy City Manager APPROVED: / ZD—Q,.. - Blair King, Qdy=ahager RESOLUTION NO. 2009-173 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING SPECIFIC STAFF MEMBERS OF YORK INSURANCE SERVICES GROUP, INC. AS SIGNERS ON THE CITY OF LODI /WORKERS COMPENSATION CLAIMS MANAGEMENT ACCOUNT NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize Gregory B. Bragg, Executive Chairman; Amber Butler, Accounting Manager; Karen Callahan, Vice-president Workers Compensation; Tom McCampbell, Vice - President Workers Compensation; and Jeff Kimball, Executive Vice-President/Chief Financial Officer, of York Insurance Services Group, Inc., to act as signers on the City of Lodi / Workers Compensation Claims Management Account with Farmers and Merchants bank; and BE IT FURTHER RESOLVED that the City Council further authorizes the City Manager, Blair King, to execute Exhibit A (Corporate Authorization Resolution) and Exhibit B (Facsimile Signature Agreement) attached hereto on behalf of the City of Lodi. Dated: December 16, 2009 hereby certify that Resolution No. 2009-173 was passed and adopted by the City Council of the City of Lodi in a regular meeting held December 16, 2009, by the following vote: AYES: COUNCIL MEMBERS — Hansen, Hitchcock, Johnson, Mounce, and Mayor Katzakian NOES: COUNCIL MEMBERS— None ABSENT: COUNCIL MEMBERS— None ABSTAIN: COUNCIL MEMBERS— None RA L City Clerk 2009-173 CORPORATE AUTHORIZATION RESOLUTION'.,rv`,__, FARMERS & MERCHANTS BANK OF CENTRAL CABy: CITY OF LODI - .._.. PO BOX 3000 P 0 BOX 3006 LODI, CA 95241-1902 LODI CA 95243. Referred to in this document as "Financial Institution" Referred to in this document as "Corporation" Name and Title or Position A. j22LOORY .B ERAGG g, AMBER BUTLER C. BARER CALL:iAN D. TOM MC CAMPBELL E. —T -EK F itTALL F certify that I am Secretary ((clerk! of the above named corporation organized under the laws of 94-6(700361 Federal Employer I.D. Number , engaged in business under the trade name of , and that the resolutions on this docu 10/0909 rrect copy cFthe resolutions the Corporation duly and properly called and held on+ (date). ieeting and have not been rescinded or modified. written limitations, is authorized to exercise the powers granted as indicated below: Signature Facsimile Signature X sgra, attached - POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their flame in the area before each power. Following each power indicate the number of Agent signatures required to exercise the power.) indicate A, B, C, Description of Power Indicate number of D, E, and/or F signatures required NA (1) Exercise all of the powers listed in this resolution. _ ABCDEF (2) Opsn any deposit or share account(s) in the name of the Corporation, 1 ABCDEF (3) Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit 1 with this Financial Institution. NA (4! Borrow money on behalf and in the name of the Corporation, sign, execute and deliver promissory notes or other evidences of indebtedness. r ri7A _._ - (6) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks, bonds, real estate or other property now owned or hereafter owned or acquired by the Corporation as security for sums borrowed, and to discount the same, unconditionally guarantee payment of all bills recaiued, nggotiato-d or discounted and to waive demand. pranantmont, protest, notice cf Protact and ABCDEF notice of non-payment. — (6) Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a Safe 1 Deposit Box in this Financial Institution NA (7) Other L Mrt'n't'TCNS ON POWERS The following are the corporation's express limitations on the powers granted under this resolution. EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated NA _ . If nor completed, all resolutions remain in effocr CERTIFICATION OF AUTHORITY further certify that the Board of Directors of the Corporarion has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same. (Apply seal below where appropriate.) If checked, the Corporation is a non-profit corporation. In Witness Whereof, I have subscribed my name to this document and affixed the seal of the Corporation on (date). Attest by One Other Officer Secretary p 1985, 1997 Bankers Systems, Inc., 3t, Cloud, MN Form CA -1 5/1/2003 1page 1 of 2) `4 RESOLUTIONS The Corporation nji4wd on this, resolution resolve$ that; (1) The Financial Institution Is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicat this resolution. (2)This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by Financial Institution. Any and all prior resolutions adopted by the Board of Directors of the Corporation and certified to the Financial Institution a& governing the operation of this corporation's account(s), are in full force and effect, until the Financial Institution receives and acknowledges ail express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be`i['. accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes. (3) The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation. Any Agent, so long as they act in a representative capacityas an Agent of the Corporation, is authorized to make any and all other contracts, agreements, stipulations -and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Finenciel i Institution, subject to any restrictions on this resolution or otherwise agreed to in writing. (4) All transactions, if any, with respect to any deposits', withdrawals, rediscounts and borrowings by or on behalf of the Corporation with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed. (5) The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation. The Corporation authorizes the Financial Institution, at any time, to charge the Corporation for all checks, drafts, or other orders, for the payment of money, that are drawn on the Anancial Institution, so long as they contain the required number of signatures for this purpose. (6) The Corporationacknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the Corporation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance, The term "automated access device" Includes, but is not liriilted to, credit cards, automated teller machines (ATM), and debit cards. (7) The Corporation acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes Issued to or obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with the Financial institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Corporation with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file, The Corporation authorizes each Agent to have custody of the Corporation's private key used to Breath a digital signature and to request issuance of a certificate listing the corresponding public key, The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing. Pennsylvania. The designation of• an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A. Section 5691 et spq, (Chapter 56; Decedents, Estates and Fiduciaries Coda) unless the agency was created by a separate power of artomey. Any provision that assigns Financial Institution rights to act on behaff of any person or entity is not subject to the provisionsof 20 Pa.C,S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code). FOR FINANCIAL INSTITUTION USE ONLY Acknowledged and received on (dete) by (initials) 0 This resolution is superseded by resolutiondated Comments: tar N O 1965, t 967 annkem SYMrma, ine., at. CLOW, MN Form CA -1 1/1/2003 (page 2 of 2) i Uj i" here Bank MA, is F;gn! f'armtru K Marahanka Hank of Canirat CSOfGY4iu FACSIMIL.,E SICN:ATI_IRE AGREEMEN - Agreement regarding Facsimile Signatures (Rubber Signature Stamps, etc.) Not for Instructions received through Facsimile Transmission such as through Facsimile (FAX) machine or tefecopier City of Lodi / Workers Compensation Claims Mgmt Acct Account Number (s) :customer/Account Name Farmers & Merchants Bank of Central California ("Bank") and the Customer named above agree as follows: 1,, onor checks or drafts Far the payment of money drawn, an Customer's above- described account(s) when the items bear or appear to bear the facsimile signature of any of the following person, Print Name 5ianature Facsimile GREGORY BRAGG y • Print Name Signatures �rW Facsimile ~- JEFF KIMBALL '� —Print Brame — Signature Facsimile 2. Bank may honor and charge Customer for such items, regardless of by whom or by what means the actual or purported facsimile signature has been made, provided the facsimile Signature resembles the signature, or the facsimile specimen, which Customer has filed with Bank. 3. All previous authorizations for the signing and honoring of checks, drafts or other orders for the payment of money drawn on Bank by Customer are continued in full farce and effect. 4 Customer agrees to hold Bank harmless and indemnify Bank from and against any and all loss, cost, expense. including reasonable attorney's fees, resulting from Bank acting upon such authorization which Bank reasonably believes to have come from the customer. .5. Bank may terminate this agreement at anytime with or without cause or prior notice Dated r 20_...._. By: Authorized Signature Title: Farmers & Merchants Bank of Central California -All Rights Resewed Gonfidentiaf 06/05 CORPORATE CERTIFICATI, I I certify that: • I am the Secretary or Assistant Secretary ofthe Corporation name,ri on the Facsimile Signature Agreement; I hereby certify that the following resolution is a complete and accurate copy of a resolution duly adopted by the Corporation's Board of Directors: "Resolved: The President, any Vice President, the Secretary, or Treasurer of this Corporation:b alit# orized to enter into Facsimile Signature Agreements with Farmers & Merchants Bank of Central California on behalf of this Corporation. FURTHER RESOLVED: This authorization is in addition to any other authorizations in effect and shall remain in effectuntil Farmers & Merchants Bank of Central California receives written notice of is revocation at each office where this Corporation's accounts are maintained." The resolution is now in full force and has not been revoked or changed in any way. DATED: SIGNATURE OF SECRETARY CR ASSISTANT SECRETARY Farmers& Merchants Bank of Central California —All Rights Resented - 2 - Canfidentisl 06/05