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Resolution 09-1236Resolution No. 09-1236 A Resolution of the City of Longwood Adopting a Corporate Resolution and Certificate of Incumbency �iTl�'R�J�T Deposit Account Resolution And Authorization For Business Entities . Business Entity Account Information Name CITY OF LONGWOOD Business Type PF/State Locall Florida Taxpayer Identification Number Date Resolution and Authorization Adopted 11/16/2009 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 presa.-ibed by law and is currently in fill compliance with all requirements relating to its organization and continued existence under applicable law. These resolutions and authorizations apply to the above referenced deposit aa:ounks) (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 <<uthorized in these resolutions to sign by delegation of authority in accordance herewith or refusing to honor any signature not so certified or. authorized. H. 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, perform 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 ternis 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 uthorized on behalf of this Business Entity to sign and to endorse for deposit, negotiation or collection, any and all checks, drafts, certificates of '—deposit, savings certificates, items or other instruments or written orders for tln,, 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 the 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. Officers/Owner/General Partners/Members/Monagers/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 instnctions, 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 are entered in the column headed "Signature" and the individuall signs directly underneath his/her name and title. I he individual must provide a resolution on that entity reflecting the individual's authority.] Name Title John C. Maingot Mayor _ Joseph L Durso Deputy Mayor Sarah M Mirus User ID Clerk Account Number 'Al RR17 OW) Pans 1 of q IV. Facsimile Signatures (Complete this section only if machine or facsimile ;;tamped 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 inderanify and hold the Bank harmless from any and all claims, expenses, )sses, damages and costs, including attorneys' fees, resulting from, or groming out of the Bank's honoring the facsimile signature of any of the ,'following 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 M Machine or Facsimile Stamped Signature of Autho ed Signer John C. Maingot, Mayor cot Joseph L Durso, Deputy Mayor Sarah M. Mirus, City Clerk V. Additional Signatories on Business Entity's Accounts Further resolved, the following individual(s) are -authorized. as additional signatories only to sign and to endorse for deposit or collection any checks, drafts, or other instruments or written orders for the payment of money payable to the order of the Business Entity and to sign checks, 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" pffly 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 (Cl) (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 hiternal Revenue Code (26 USC (IRC 1954) 528). VII. Power to Act The undersigned certifies that there are no limits to the undersigned's powe.,s 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 bowed 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 am ended or rescinded.' In witness whereof, I have hereunto subscribed my name and affixed the sealie Corpo lion this 16 ay of a\Tov bet ,2009. (Affix Seal here, if available) Authorized Signature _Sarah 1VL Mirus, City Clerk Narne and Title of President;- Secretary, Assistant Secretary or Other Officer as designated in the Corporation's Bylaws User ID Account Number al FF1 7 rmnT P.- 7 MA X. Certification - Limited Liability Company, Partnership, Public Fund, Sole Proprietorship, Unincorporated Organization or Association, or Other Entity I/We, 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 acid effect and have not been amended or rescindei. [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 idividual 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 '—are entered in the column headed "Title". The individual must provide a resolution on that entity reflecting the individual's authority.] Name and Title Date John C. Ntaingor, Mayor 11/16/2009 Joseph L Durso., Deputy or 11/16/2009 Sarah NL Nfirus, City Clerk 11/16/2009 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, Treasure:. The President, Secretary, Assistant Secretary, or other corporate officer as designated in the bylaws of the corporation is required to certify the Deposit Account Resolution and Authorization tinder 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 Partner;, 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 Ill 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 D-posit 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 .41 RAI7 01M) Pond'A of Alke-�-o suivrwsT Account Title CITY OF LONGWOOD CONTROLLED DISBURSEMENT ACCT Type of Organi; Authorized Sigl Signature 1 Signature 2 Signature 3 Signature 4 Signature 5 Signature 6 Date Opened Center ❑ New Date Revised CNficerNumber Work Phone ❑ Replacement Business Account Signature Cara Region Account Number V arificabonlrax Identification No. Name/Titie John C. Maingot Mayor Name/Tdle Joseph L. Durso, Deputy Mayor N ame/Title Sarah M. Mirus, City Clerk NamerTtle Facsimile, John C. Maingot, Mayor N ame/Title Facsimile, Joseph L. Durso, Deputy Mayor Namefitie Facsimile, Sarah M. Mirus, City Clerk Reason ID By P9 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 -gulations for this account and the above signed as the authorized agent(s) of the Depositor hereby acknowledge(s) receipt of such rules and ---regulations and the funds availability policy. The Depositor also acknovaledges 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=partriership) ❑ Other (See Instructions.) ® Exempt payee Certification —Under penalties of perjury, I, as authorized agent of; the Depositor certify that: 1) 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 Depositor that it is no longer sutgect 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 haE, been notified by the IRS that the depositor is currently subject to. backup withholding because the depositor has failed)o report all interest and dividends on the depositor's tax return. Signature of U.S. Person V Date 11/16/2009 630306 (1/08) Page 1 of 1 00/46--'o SunTRusT 'Account Title CITY OF LONGWOOD PAYROLL FUND Type of Organi. Authorized Sigi Si nature t Signature _2 Signature 3 Signature 4 Signature 5 Signature 6 Date Opened Center Date Revised Reason Officer Number ID Business Account Signature Card Eegion Account Number V arificationlrax Identification No. N:rmelritle John C. Name/Title Joseph L Durso, Deputy Mayor Nome/Title Sarah M. Mirus, City Clerk Name/Title Facsimile, John C. Maingot, Mayor Name/Title Facsimile, Joseph L Durso, Deputy Mayor Mime/Titte Facsimile, Sarah M. Mirus, City Clerk Work Phone By ❑ New ❑ 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 �gulations for this account and the above signed as the authorized agent(s) of the Depositor hereby acknowledge(s) receipt of such rules and �-regulations 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: 1) 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 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 ite 2 above if the depositor has been notified by the IRS that the depositor is currently subject to backup withholding because the depositor has fail d to report all interest and dividends on the depositors tax return. f Signature of U.S. Person Date 11/16/2009 630306 (1/08) Page 1 of 1 04 S U. UST Account Title CITY OF LONGWOOD POOLED FUNDS Type of Organi. Authorized Sig Signature.t Signature 2 Signature 3 Signature 4 Signature 5 Signature 6 Date Opened Center ❑ New Date Revised Reason Officer Number ID Business Account Signature Card Region Account Number Varification/Tax Identification No. NameMbe John C. Maingot, Mayor Namefritie Joseph L. Durso, Deputy Mayor Name/Title Sarah M. Minus, City Clerk Name/Title Facsimile, John C. Main Mayor NameTtle Facsimile, Joseph L. Durso, Deputy Mayor NameTtle Facsimile,.Sarah M. Mirus, City Clerk Work Phone By ❑ Replacement Change SunTrust Bank 1"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 Vulations for this account and the above signed as the authorized agent(s) of the Depositor hereby acknowledge(s) receipt of such rules and �r'egulations 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: 1) 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 Depcsitor 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 Depositor that it is no longer sut ject 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 2ove if the depositor has been notified by the IRS that the depositor is currently subject to backup withholding because the depositor has failed t report all interest and dividends on the depositors tax return. Signature of U.S. Person Date 11/16/2009 630306 (1/08) Page 1 of 1