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HomeMy WebLinkAboutResolutions - No. 2009-173RESOLUTION 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- Presiden uch ief 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 2009-173 EFAB CORPORATE AUTHORIZATION RESOLUTION �u ,. FARMERS & MERCHANTS BANK OF CENTRAL CA By, CITY OF LODT �M PO BOX 3000 P 0 BOX 3006 LODI, C_z! 95241-1902 LODI CA 95241 Referred to in this documenr as "Financial Institution" Referred to in this document as "Corporation" 1, , certify that I am Secretary clerk! of the above named corporation organized under the laws Of _Aj ? FORNTAFederal Employer I.D. Number 4'50003 61 , engaged in business under the trade name of and that the resolutions on this document are correct copy of the resolutions adopted at a meenng of the Board of Directors of the Corporation duly and properly called and held on 10/0909 (date). Those resolutions appear in the minutes of this meeting and have not been rescinded or modified. AGENTS Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below: Name and Title or Position A. GREGORY B BRAGG B, A,rMER BUT%; R C. KAREN CALIJAHAN D_ TOM MC CAMPBELL E. rJ FF KIMBALL F. Signature Facsimile Signature x Sea: attached - POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power. Following each power indicate tho number of Agent signatures required to exercise the power.) indicate A, B, C, Description of Power D, E, and/or F NA (1) Exercise all of the powers listed in this resolution. ABCDEF ABCDEF NA NA ABCDEF (2) Open any deposit or share account(&) in the name of the Corporation. (3) Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit with this Financial Institution. Indicate number of signatures required 1 1 (4) Borrow money on behalf and in the name of the Corporation, sign, execute and deliver promissory notes or other evidences of indebtedness. (5) 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 received. negotiated ci discounted and to waive damand, praaantmant, protant, natim of prataot and notice of non-payment. (6) Enter into a written lease far the purpose of renting, maintaining, accessing and terminating a Safe 1 _ Deposit Box in this Financial Institution _NA (7) Other LIMITATIONS 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 dsted NA .. If not completed, all resolutions remain in effect CERTIRCAiT1ON OF AUTHORWY i further certify that the Board of Directors of the Corporation 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 seat below where appropriate.) I- j 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 CIS �a Ci 1985, 1997 Bonkers Systems, ino., St. Cloud, MN Farm CA -1 571/2003 Secretary (page 1 of 2) RESOLUTIONS t Th6 Corporationnabi'ad an this, 'resotution.resolves 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 shell 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 tha 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 ari:' express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompaniedby documentation, satisfactory to the Financial Institution, establishingthe authority for the changes. t3) The signature of an Agent on this resoiution is conclusive evidence of their authority to act on behalf of the Corporation. Any Agent, so long as k they act in a representative capacity as 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 Financia. Institution, subject to any restrictions on this resolution or otherwise agreed to in writing. i4) 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, property 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, forthe payment of money, that are drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose. (6) The Corporation acknowledges 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 limited to, credit cards, automated tefler machines (ATN.), and debit cards. (7) The Corporation acknowledges and agrees that the Financial institution may rely on alternative signsture 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, for 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 cresol 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 at seq, (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Any provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisionsof 20 Pe.C.S.A. Section 5601 at seq. (Chapter 56, Decedents, Estates and Fiduciaries Code). 1.. FOR FINANCIAL INSTITUTION USE ONLY Acknowledged and received on I (date) by t Comments: f (initials) n This resolution is superseded by resolutiondated Em0F,V 0 1985, 1997 annkers $Wains, Inc., St, Cloud, MN Form CA -1 51112003 (page 2 of 2) �,� J -_... c�....�---._._. i RANK MRrCh. Rk. Eank O! C—t—1 Cyt �nrRlu Agreement regarding Facsimile Signatures (Rubber Signature Stamps etc) Not for Instructions .received through Facsimile Transmission such as through Facsimile (FAX) machine or telecopier City cf Lodi / Workers, Compensation Claims Mgmt ACCt Accsunt Numbers) Customer/Account Name Fanners & Merchants Bank of Central California ("Bank) and the Customer named above agree as follows: checks or drafts for the payment of money drawn on Customer's above. described account(s) when the items bear or appear to bear the facsimile signature of any of the following persons Ole � n Print Name Signature Facsimile GREGORY B BRAGG '�► a -_ ignatare Facsimile JEFF KIMBALL Print lame -'—'--------7ignature 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 force 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 fmm Bank acting upon such authorization which Bank reasonably believes to have come from the customer. 5 Bank may terminate this agreement at any time with or without cause or prior notice. Dated ,20 By: Authorized Signature Title: Farmers & Merchants Bank of Central California — All Rights Reserved Confidential 06/05 CORPORATE CERTIFICATION I certify that: • I am the Secretary or Assistant Secretary of the Corporation named 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 is authorized to enter into Facsimile Signature Agreements with Farmers& Merchants Bank of Centra I California on behalf of this Corporation. FURTHER RESOLVED: This authorization is in addition to any other authorizations in effect and shall remain in effect until Farmers& Merchants Bank of Central California receives written notice of its 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 OR ASSISTANT SECRETARY Farmers & Merchants Bank of Central California —Ali Rights Reserved -2. Confidential 06/05