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Resolution 08-1192Resolution 08-1192 A Resolution of the City of Longwood Adopting A Corporate Resolution and Certificate of Incumbency ~~~/ SU~T1tUST Business Entity Account Information Title Mayor Deputy Mayor City Clerk ~ Name CITY OF IANGWOOD Business Type PF State/I.ocal Taxpayer Identification Number Date Resolution and Authorization Adopted 05/19/2008 Account Number(s) The undersigned in Section IX or X hereby certify to SunTrust Bank ("Bank") that the above named Business Entity is organized and existing under the laws of the State of Florida and has been registered in the manner prescribed by law and is currently in full compliance with all requirements relating to its organization and continued existence under applicable law. These resolutions and authorizations apply to the above referenced deposit account(s) (hereinafter "Account") currently open with the Bank and any additional Accounts opened in the future in the name of the Business Entity. For purposes of this resolution and authorization, Accounts will include any certificates of deposit in the name of the Business Entity. These resolutions and authorizations shall remain in full force and effect until written notice in a form acceptable to the Bank of their rescission or modification certified by the appropriate authorized individual(s) applicable to the Business Entity has been received by Bank and the Bank has had a reasonable time to act on said change. Receipt of such notice shall not affect any action taken by Bank prior thereto and Bank shall be held harmless from any claims, demands, expenses, loss, or damage resulting from, or growing out of, honoring the acts or instructions of any individual so certified or authorized in these resolutions to sign by delegation of authority in accordance herewith or refusing to honor any signature not so certified or authorized. II. Authority to sign, act, give instructions, access information, use Bank's services, perform transactions, enter into agreements and delegate authority on behalf of Business Entity Resolved, that Bank be and is hereby designated a depository for the Business Entity; that any one of the individuals or entities named in Section III below is an "Authorized Signer" and is authorized to act, give instructions, access information, use Bank's services, and perform transactions on behalf of Business Entity with respect to any Accounts of Business Entity with Bank or services provided to Business Entity by the Bank, to enter into on behalf of the Business Entity any of Bank's agreements including checking, savings, certificates of deposit, wire or electronic funds transfer, night deposit, cash management, or other treasury management services agreements and to delegate to any other individual or entity his or her authority to act, give instructions, access information, use Bank's services, perfornr transactions, and enter into agreements on behalf of the Business Entity, including agreements that delegate his or her authority to other individuals or entities with respect to the Business Entity's Accounts or Bank's services; that the Business Entity shall be bound by the terms and conditions of all such agreements and Bank's Rules and Regulations for ,.Deposit Accounts related thereto, all as now existing or as amended from time to time; and that any Authorized Signer named in Section III, is ~rthorized on behalf of this Business Entity to sign and to endorse for deposit, negotiation or collection, any and all checks, drafts, certificates of ..eposit, savings certificates, items or other instruments or written orders for the payment of money payable by or to the order of this Business Entity. Signatures and endorsements, if any, may be in writing, by stamp, or otherwise affixed, with or without designation or signature of the person so endorsing, it being understood that all prior endorsements on such items are guaranteed by this Business Entity, regardless of the lack of an express guarantee in tbe endorsement of this Business Entity. Further Resolved, Bank is hereby directed to honor, pay and charge to the Accounts of this Business Entity, without inquiry as to the circumstances of the issuance or application of the proceeds of, any checks, drafts, items or other written orders on any of this Business Entity's Accounts with Bank, whether payable to, endorsed or negotiated by or for the credit of any person signing the same or any other of the Authorized Signers named in Section III when signed by any of the Authorized Signers named in Section III. III. OfficerslOwnerlGeneralParlners/Members/Managers/Governors authorized to act, give instructions, access information, use Bank's services, perform transactions, enter into agreements, and delegate authority on behalf of the Business Entity The full name, title, and signature of each person authorized to act, give instructions, access information, use Bank's services, perform transactions, enter into agreements, and delegate his or her authority on behalf of the Business Entity as described in the resolutions set forth in this document is immediately below. [Instruction: If the General Partner, Member or Manager is also an entity (e.g., a corporation, LLC, or partnership), the name of the entity is entered in the column headed "Name", applicable title of General Partner, Member or Manager is entered in the column headed "Title", and the name of the individual signing on behalf of that entity and individual's title or position aze entered in the column headed "Signature" and the individual signs directly underneath his/her name and title. The individual muss provide a resolution on that entity reflecting the individual's authority.] Name Brian D. Sackett Haywood G. Bundy, Jr. Sarah M Minus User ID Account Number Deposit Account Resolution And Authorization For Business Entities Pano 1 ~i 'i~RR~7 f~H171 IV. Facsimile Signatures (Complete this section onl~if machine or facsimile stamped signatures are to be used on items.) Further Resolved, that Bank is hereby requested, authorized and directed to honor any check, draft, item or other written order on any of this Business Entity's Accounts with Bank when bearing or purporting to bear the following authorized machine or facsimile signature of any of the above named individuals whose signatures are reproduced below, regardless of by whom or by what means the actual or purported machine or facsimile signatures may have been affixed. The Business Entity shall indemnify and hold the Bank harmless from any and all claims, expenses, asses, damages and costs, including attorneys' fees, resulting from, or growing out of the Bank's honoring the facsimile signature of any of the .oolowing individuals, its refusal to honor any facsimile signature of an individual not named below, or resulting from the unauthorized use of the instrument used to provide the facsimile signatures by persons other than authorized individuals. Name of Authorized Signer Listed in Section III Brian D Sackett, Mayor Haywood G. Bundy, Jr., Deputy Mayor Sarah M. Minis, City Clerk Machine or,Facsimile Stamped Signature of Authorized Signer .Fv >~~~'` V. Additional Signatories on Business Entity's Accounts ~ ..- Further resolved, the following individual(s) are authorized as additional signatories o for ~ lion any checks, drafts, or other instruments or written orders for the payment of money payable to the order of the Business Enti and to sr c ecks, drafts, items or other written orders, and initiate wire or funds transfers and execute Bank's Funds Transfer Authorization wire request and disclosure form on any of the Business Entity's Accounts with Bank. [Instruction: If an additional signatory is not authorized to sign on all Accounts, specify the Account Number applicable to the signatory as indicated below.] Refer to the Signature Card(s) on the Account(s) for signatures of the Additional Signatories. Additional Signatory's Name Position with Entity Specific Deposit Account Number(s) Applicable to Signatory (Complete only if signatory is not authorized on all accounts) VI. Qualification Certification for Public Fund, Organization, Political Organization, Homeowners and Condominium Owners Association or Corporation Not Operated for Profit to earn interest on a checking account (NOW Account) Mark this section with an "X" only if Business Entity is eligible to earn interest on a checking account. °" ^ UWe further certify that the above named Business Entity is eligible to earn interest on a checking account (referred to as a Negotiable Order of Withdrawal or NOW Account) in compliance with Regulation D of the Federal Reserve Act (12CFR 204) as a Public Fund or a Non-Profit Organization that is operated primarily for Religious, Philanthropic, Charitable, Educational, Political or other similar purposes under one of the following sections: Organization -Section 501 (C) (3) through (13), and (19) of the Internal Revenue Code (26 USC (IRC 1954) 501 (C) (3) - (13) and (19). Political Organization -Section 527 of the Internal Revenue Code (26 USC (IRC 1954) 527). Homeowners and Condominium Owners Associations -Section 528 of the Internal Revenue Code (26 USC (IItC 1954) 528). VII. Power to Act The undersigned certifies that there are no limits to the undersigned's powers to adopt this Authorization and to attest that the resolutions stated herein are accurate and that this Deposit Account Resolution and Authorization is in conformity with the provisions of the organizational instruments, which include the Business Entity's charter, bylaws, operating agreement, partnership agreement, shareholders' agreement or similar agreements by which the Business Entity or the undersigned party may be bound and does not violate the provisions thereof. VIII. Prior Acts All previous acts of or on behalf of the Business Entity as provided for above are hereby approved and ratified. IX. Certification -Corporation or Professional Corporation I, the undersigned, hereby certify to Bank that the above is a true copy of resolutions and authorizations of said Business Entity and that such resolutions and authorizations are in full force and effect and have not been amended or rescinded. ~ In witness whereof, I have hereunto subscribed my name and affixed the seal a Corp lion this 9m day of May, 2008. (AfTx Seal here, if available) i~~ Authorized Signature Sarah M. Mires, City Clerk Name and 1Stle of President, Secretary, Assistant Secretary or Other Officer as designated in the Corporation's Bylaws ser ID Account Number oa~A~~f~ ~~ aa~ ~ nmT X. Certification -Limited Liability Company, Partnership, Public Fund, Sole Proprietorship, Unincorporated Organization or Association, or Other Entity UWe, the undersigned, hereby certify to Bank that the above is a true copy of resolutions and authorizations of said Business Entity and that such resolutions are in full force and effect and have not been amended or rescinded. [Instruction: If the General Partner, Member or Manager is also an ...,..entity (e.g., a corporation, LLC, or partnership), the name of the entity and the word "By" are entered in the column headed "Signature"; the dividual signing on behalf of that entity signs directly below the name of the entity; and the name of the individual and individual's title or position nre entered in the column headed "Title". The individual must provide a resolution on that entity reflecting the individual's authority.] Signature Name and Title Brian D Sackett, Mayor Haywood G Bundy, Jr, Deputy Mayor Sarah 1V1. IVTirus, City Clerk Date OS/19/0~ 05/19/OS OS/19/l1S Signature Requirement instructions: The following signatures are required to complete and certify the Deposit Account Resolution and Authorization to be correct: -Corporations: Corporate Officers authorized to act on behalf of the corporation named in Section III should include the President and Secretary and any other applicable corporate officers, such as Vice President or Treasurer. The President, Secretary, Assistant Secretary, or other corporate officer as designated in the bylaws of the corporation is required to certi the Deposit Account Resolution and Authorization under Section IX. -Limited Liability Companies: Section III and X require the signatures of all members/managers/board members, unless the Operating Agreement authorizes one or more members/managers/board members to conduct banking business, in which case the signatures of all such authorized members/managers/board members are sufficient. "~` Public Fund Entities: Section III requires the signatures of individuals authorized to sign on behalf of the Public Fund Entity as designated by the ,overning unit, e.g., Board of County Commissioners, Mayor, Secretary of State, etc. The individual(s) authorized to represent the governing unit is required to certify the Deposit Account Resolution and Authorization under Section X. -Partnerships: Section III and X require the signatures of all General Partners, unless the Partnership Agreement designates one or more partners to conduct banking business and perform banking transactions. In such cases, the designated general partner(s) are named in Section III as the General Partners authorized to act on behalf of the entity and these same General Partners will certify the Deposit Account Resolution and Authorization under Section X. -Sole Proprietorships: Section III and X require the signature of the proprietor (owner) or in the case of a spousal proprietorship, the signatures of the husband and wife who own the Business Entity. -Unincorporated Organizations or Associations: Section III requires the signatures of the Officers or Positions designated in the Organization or Association's bylaws or charter as authorized to act on behalf of the organization or association. The President or Secretary of the organization or association (or other individual designated to do so) is required to certify the Deposit Account Resolution and Authorization under Section X. Bank Use Only Prepared By Phone Number Center Name Center Number Account Number(s) Verification Method User ID Account Number Pano ~ of ~1 RR17 (~1f171 ~~~~ surf I~usT Account Title CITY OF LONGWOOD ~ ype ar urganc Authorized Sigi Signature 1 Signature 2 Signature 3 Signature 4 Signature 5 Signature 6 Date Opened Center ^ New Business Account Signature Card Region Account Number Verification/rax Identification No. NamelTitle Brian D Sackett /Mayor NameRitle Haywood G Bundy Jr f Deputy Mayor Name/filte Sarah M Minus /City Clerk Namalritte Facsimile Brian D Sackett! Mayor Namefride Facsimile Haywood G Bundy Jr I Deputy Mayor Name/Title Facsimile Sarah M Minus l City Clerk Work Phone BY ^ Replacement Change SunTrust Bank ("Bank") It is agreed that all transactions between the Bank and the entity listed in the above Account Title ("Depositor") shall be governed by the rules and regulations for this account and the above signed as the authorized agent(s) of the Depositor hereby acknowledge(s) receipt of such rules and ~gulations and the funds availability policy. The Depositor also acknowledges the funds availability policy has been explained. Check Appropriate Box: ^ Individual /Sole Proprietor ^ Corporation ^ Partnership ^ Limited Liability Company Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ^ Other (See Instructions.) ^ Exempt payee Certification-Under penalties of perjury, I, as authorized agent of the Depositor certify that: ~) is the correct taxpayer identification number for the Depositor (or the Depositor is waiting for a number to be issued), and 2) The Depositor is not subject to backup withholding because: (a) the Depositor is exempt from backup withholding, or (b) the Depositor has not been notified by the Internal Revenue Service (IRS) that it is subject to backup wRhholding as a resuR of a failure to report all interest or dividends, or (c) the IRS has notified the Depositor that R is no longer subject to backup withholding, and 3) The depositor is a U.S. citizen or other U.S. person (defined in the instnctions). Certification Instructions. You must cross out item 2 above if the depositor has been notified by the IRS that the depositor is currently subject to backup withholding because the eposRor has failed to report all interest and dividends on the depositor's tax return. Signature of ~, /~ ~ Date 05 / 19 / 08 U.S. Person Mayor Page 1 of 1 630306 (1108) Officer Number ID a~~/ Si]11~tUST Account Tine GITY OF L.ONGWOOD Type of Orgai Authorized Si Signature 1 Signature 2 Signature 3 Signature 4 Signature 5 Signature 6 Business Account Signature Card Region Account Number VerificatiorJrax Identification No. Namerritie Brian D Sackett 7 Mayor Namalritle Haywood G Bundy Jr /Deputy Mayor Name/TiUe Sarah M Mirus /City Clerk Name/Title Facsimile Brian D Sackett! Mayor NamelTitle Facsimile Haywood G Bundy Jr f Deputy Mayor NameJfde Facsimile Sarah M Mirus! Gty Clerk Date Opened Date Revised Reason Center Officer Number ID Walk Phone BY ^ Ne,,v ^ Replacement Change SunTrust Bank ("Bank") It is agreed that all transactions between the Bank and the entity listed in the above Account Title ("Depositor") shall be governed by the rules and ...,,,,regulations for this account and the above signed as the authorized agents} of the Depositor hereby acknowledge(s) receipt of such rules and x~ulations and the funds availability policy. The Depositor also acknowledges the funds availability policy has been explained. Check Appropriate Box: ^ Individual /Sole Proprietor ^ Corporation ^ Partnership ^ Limited Liability Company Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ^ Other (See Instructions.) ^ Exempt payee Certification-Under penalties of perjury, I, as authorized agent of the Depositor certify that: ~) is the correct taxpayer identification number for the Depositor (or the Depositor is waiting for a number to be issued), and 2) The Depositor is not subject to backup withholding because: (a) the Depositor is exempt from backup withholding, or (b) the Depositor has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report ail interest or dividends, or (c) the IRS has notified the Depositor that it is no longer subject to backup withholding, and 3) The depositor is a U.S. citizen or other U.S. person (defined in the instructions). Certification Instructions. You must cross out item 2 above ff the depositor has been notified by the IRS that the depositor is currently subject to backup withholding because the d itor has failed to report all interest and dividends on the depositors tax return. Signature of ~~ , Date 05 / 19 / 08 U.S. Person Mayor Page 1 of 1 s~os ~troai ~~~ SU11~I'RUST Account Title CITY OF LONGWOC)D Type of Organizatton Municipality Authorized Signature(s) Signature 1 Signature 2 Signature 3 Signature 4 Signature 5 Signature 6 Date Opened Center ^ New 6."` Date Revised ~"~ :. `` Officer Number Work Phone ^ Replacement Business Account Signature Card Reason ID Region Account Number Verification/Tax Identification No. NameJritle Brian D Sackett /Mayor Name<Ttle Haywood G Bundy. Jr /Deputy Mayor NamelfMe Sarah M Mires 1 City Clerk Nameffitle Facsimile Brian DSackett /Mayor Name/title Facsimile Haywood G Bundy Jr /Deputy Mayor Name/ritle Facsimile Sarah M Mires /City Clerk By Change S/unTrust Bank ("Bank") It is agreed that all transactions between the Bank and the entity listed in the above Account Title ("Depositor") shall be governed by the rules and regulations for this account and the above signed as the authorized agent(s) of the Depositor hereby acknowledge(s) receipt of such rules and "° ~gulations and the funds availability policy. The Depositor also acknowledges the funds availability policy has been explained. Check Appropriate Box: ^ Individual /Sole Proprietor ^ Corporation ^ Partnership ^ Limited Liability Company Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ^ Other (See Instructions.) ^ Exempt payee Certfication-Under penalties of perjury, I, as authorized agent of the Depositor certify that: ~) is the correct taxpayer identification number for the Depositor (or the Depositor is waiting for a number to be issued), and 2) The Depositor is not subject to backup withholding because: (a) the Depositor is exempt from backup withholding, or (b) the Depositor has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Deposftor that R is no longer subject to backup withholding, and 3) The depositor is a U.S. citizen or other U.S. person (defined in the instructions). Certification Instructions. You must cross out item 2 above if the depositor has been notified by the IRS that the depositor is currently subject to backup withholding because the depositor has failed to report all interest and dividends on the depositor's tax return. Signature of ~ Date 05 / 19 / 08 U.S. Person ~ r Mayor ~~ (1~) Page 1 of 1