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R08-150 ff I 1 I RESOLUTION NO. R08- '50 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE 4 CITY OF BOYNTON BEACH, FLORIDA, APPROVING 5 AND AUTHORIZING EXECUTION OF AGREEMENTS 6 TO DESIGNATE ADDITIONAL DEPOSITORY 7 INSTITUTIONS FOR THE CITY OF BOYNTON BEACH; 8 AMENDING THE SIGNATURE RESOLUTION FOR ALL 9 CITY ACCOUNTS; AND PROVIDING AN EFFECTIVE 10 DATE. 11 12 WHEREAS, the City of Boynton Beach is experiencing declining interest rates on its 13 investments over the past year where current money market rates so the financial staff 14 members along with the City's Financial advisor solicited alternate authorized investments 15 under the City's Investment Policy considering safety, liquidity and yield, in that order; and 16 WHEREAS, RBC Bank (USA), TD Bank, N.A., 1st Community Bank of America and 17 CNLBank have Certificates of Deposit with rates of 2.65 - 2.95% for a "laddered" duration 18 of six (6) to twenty-four (24) months; and 19 WHEREAS, the City Commission of the City of Boynton Beach approved Resolution 20 No. R08-00 1, designating specified individuals as authorized signatories on City accounts at 21 Bank of America; and 22 WHEREAS, due to the hiring of Tim Howard, Deputy Director of Financial Services 23 and Anthony Davidson, Assistant to the Director of Financial Services, it is necessary to add 24 hem as authorized signatories on all City accounts; and 25 WHEREAS, the City Commission of the City of Boynton Beach, hereby deems it to 26 e in the best interests of the citizens and residents of the City of Boynton Beach, to approve 27 d authorize the execution of Agreements and have them certified by the City Clerk to 28 esignate RBC Bank (USA), TD Bank, N.A., 1 st Community Bank of America and CNL Bank :\CA\RESO\Agreements\Adding Despositories and Authorizing Signatories.doc I 1 as additional depository institutions for funds for the City of Boynton Beach and to approve 2 Mayor Jerry Taylor, Kurt Bressner, City Manager, E. Barrett Atwood, Sr., Director of 3 Financial Services, Tim Howard, Deputy Director of Financial Services and Anthony 4 Davidson, Assistant to the Director of Financial Services as authorized representatives and 5 signatories for all the City's bank institutions. 6 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 7 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 8 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 9 being true and correct and are hereby made a specific part of this Resolution upon adoption 10 hereof. 11 Section 2. The City Commission of the City of Boynton Beach, hereby approves 12 and authorizes the execution of Agreements and have them certified by the City Clerk to 13 designate RBC Bank (USA), TD Bank, N.A., 1 st Community Bank of America and CNL Bank 14 as additional depository institutions for funds for the City of Boynton Beach 15 Section 3. Resolution No. R08-001, is hereby amended to provide that the 16 following individuals are designated as authorized signatories on all City accounts: 17 Mayor Jerry Taylor 18 Kurt Bressner, City Manager 19 E. Barrett Atwood, Sr., Director of Financial Services 20 Tim Howard, Deputy Director of Financial Services 21 Anthony Davidson, Assistant to the Director of Financial Services 22 23 Section 4. This Resolution shall become effective immediately upon passage. 24 :\CA\RESO\Agreements\Adding Despositories and Authorizing Signatories.doc I 1 PASSED AND ADOPTED this ~ day of December, 2008. 2 3 CITY OF BOYNTON BEACH, FLORIDA 4 ~?Jii~ 5 6 7 8 9 ~ROdrig 10 11 12 Commissioner - Ronald We} 13 !d "f 1L 14 ..~, 15 4L/~ 16 ~.....". 17 18 Commissioner - Marlene Ross 19 ATTEST: 20 'tn. ~ 21 22 M. Prainito, CMC 23 Clerk 24 25 26 (Corporate Seal) 27 28 :\CA\RESO\Agreements\Adding Despositories and Authorizing Signatories. doc . RBC Bank'" [(.08- '50 Resolution And Agreement For DefXJsit Account and Bank/Corporate Services This Resolution and Agreement is submitted by City of Boynton Beach (hereinafter referred to as the "Customer") designating RBC Bank (USA) as a depository institution for the Customer. o If checked here, the Customer also operates under or is usually identified by a trade name, as follows: The Customer is duly organized and operates as a: Public Funds BE IT HEREBY RESOLVED, AUTHORIZED AND AGREED THAT RBC Bank (USA) (hereinafter "Bank") be, and it hereby is, designated as a depository institution for the funds of the Customer. 1. FURTHER RESOLVED, that any and all types of deposit accounts, including without limitation checking, savings, time, certificate receipts and certificates of deposit, and any other accounts may be opened in the Customer's name with the Bank in accordance with the applicable rules and regulations for such accounts. 2. FURTHER RESOLVED, that anyone of the persons named below in this paragraph 2 (hereinafter referred to as "Authorized Representatives") is HEREBY AUTHORIZED, on behalf of the Customer and in its name or trade name, if applicable, to sign checks, drafts, notes, bills of exchange, acceptances, certificate receipts, certificates of deposit or other orders for the payment of money relating to any account(s) in the Customer's name for which they have also signed the deposit agreement and/or signature card; to endorse checks, notes, bills, certificate receipts, certificates of deposit or other instruments owned or held by the Customer for deposit with the Bank or for collection or discount by the Bank relating to any account(s) in the Customer's name for which they have also signed the deposit agreement and/or signature card; 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 the Customer to deliver, cash, negotiate, obtain payment on or present any check, note, bill, draft or other instrument made or drawn to or endorsed by the Customer, and to waive presentment, demand, protest, notice of protest or notice of dishonor of any check, note, bill, draft or other instrument made or drawn to or endorsed by the Customer; to initiate or cause the initiation of electronic fund transfers through any access device (e.g., debit card, credit card, code) issued by the Bank or authorized by the Bank relating to any account(s) in the Customer's name for which they also signed the deposit agreement and/or signature card. TlUS SECTION MUST BE COMPLETED, (Please print or type.) Names of Authorized Representatives Title .;Terry Taylor M?-yor Kurt Bressner City Manager E. Barrett Atwood Sr. Director of Finance Tim Howard Deputy Director of Finance Anthony Davidson Assistant to the Director of F inanc~ (These Authorized Representatives most also sign a deposit agreement andlor signature card.) 3. FURTHER RESOLVED, that Bank may payor honor any of the instruments described in paragraph 2 above cashed, drawn against or deposited to any account in the Customer's name or otherwise charged against the Customer by any or all individuals whomsoever, whether authorized or unauthorized, who shall make use of a sample or other facsimile signature or endorsement bcarin t e Customer' name or trade name, if applicable, and indicated on the signature card or below: tf,d~~ F 4. J!1JRTHER RESOLVED, that, the Bank may cash checks, drafts or money orders payable to cash or to the Customer (irrespective of any special or restrictive endorsement thereon) when endorsed by an Authorized Representative in his or her individual capacity or representative capacity, and, further, that any Authorized Representative may from time to time designate in writing to Bank any other officers, employees, agents or persons who are authorized to cash checks payable in or to initiate electronic fund transfers in the Customer's name or trade name, if applicable, which authorization, unless limited by its terms, shall remain in effect until a written notice signed by any Authorized Representative is received by the Bank at the same office to which the original authorization was delivered. 5. FURTHER RESOLVED, that the Bank be, and it hereby is. authorized to honor, receive, certify or pay all instruments signed in accordance with the foregoing resolutions or electronic fund transfer initiated in accordance with the foregoing resolutions, even though drawn to cash, drawn or endorsed to the order of an Authorized Representative signing the same, or tendered by him or her for cash, in payment of the individual obligation of such Authorized Representative or for deposit to his or her personal account, and the 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 electronic fund transfer initiated in accordance with the foregoing resolutions, or the application or disposition of such instrument or the proceeds of such instrument or electronic fund transfer. 6. FURTHER RESOLVED, that, any Authorized Representative is authorized to execute a Safe Deposit Agreement, the terms of which are hereby incorporated by reference, by and between the Customer and the Bank, 7. FURTHER RESOLVE!), that, any Authorized Representative is authori7.ed to execute a Night Depository Agreement, the terms of whiCh are hereby incorporated by reference, by and between the Customer and the Bank and is authorized to appoint agents to receive. open and process the contents of night depository bags and to revoke the appointment of such agents. Cl'<.'RESOLF. (2(Xl7n2) 8. FURTHER RESOLVED, that, in connection with electronic nmd transfers authorized in the foregoing resolutions, any Authorized Representative is authori2:ed to execute an Electronic Funds Tl'3Dsfer Agreement, if required or otherwise requested by Bank,the terms of which a."'e hereby incorporated by reference, by and between the Customer and the Bank and is Itllhorl%ed \0 designate" Authorized Age:llS" thCt'eUnder on Authorization Forms supplied by the Bank, FURTHER RESOLVED, that in connection with electronic fund U'lIIISfers, the Bank may from time to time (i) issue a <lebil card or other lICCtaS device to any Authorized Representative, such debit card or other access <levice to be in the name of the Customer and have printed thereon the name of the Authorized Representative, (ii) designate an Authorized Representarive as the person authorized to ICCesll any funds, redeem any points or other rewarda Which may be earned and pooled under the Custol11Cl'" name from time to tUne as a result of elcctrQnic fund transfen through use of debit carda and other access devices issued by the Bank to Authorized Repraentatives, and (iii) undertake or refrain ft'Om undenaking an)' and all other acts Of actions with respect to electronic fund transfers authorized under the resolutions as the BUlk may deem necessary or approprlate. 9, fURTHER RESOLVED, that, any Authorized Representative is authorized to execute a Casb Management Agm:rnent, Master Repurthase Agreement, and Sweep Service Agreement, the terms of which agn:ement(s) is/are hereby incorponted by reference, by and between the Customer and the Bank. 10. FURTHER RESOLVED, that, any Authorized Reptesentative, or such other persons as may be named by an Authorized Representative by wrinen notice to the Bank, are authorized to place verbal orders for the purChase of RBC BllIk (USA) commercial paper, pursuanl to the terms and conditioll3 of the RBe Bank (USA) Unsecured Muter Notes Terms Set fonh on each Confirmation, which terms are incorporated herein by reference, or putcllase of Repurthase ApeeIlIet1l1 for the account of the Customer, Unless limited by its terms, the authorization of other persons 10 act under this plll1lgnpb 10 sball remain in effect until a written notice signed by any Authorized Representative is received by the Bank at the same office to which the original authorization was delivered. 1/, F1JRTHER RF..50LVED, that, any Authorized Representative is authorized to execute the Bank's Indemnity Agreement or other agreement required by thc Bank to induce Bank to replace a lost check, instrument or security as describecf tberein. 12. F1JRTHER RES01.VEO, that the Bank is authorized to obtain information from OlexSystems or any otb.ct PartY conterning the Customer's previous b1Inlong depollit relatiooships. and the Bank may provide information 10 such services collCeI1ling the Customer's 1ICC0ums with the Bank. 13. FURTlUi:R RF..50LVED , that, any Authorized Representative is authorized to execute a RBe Bank: Online Money Management Enrollment Agreemcut or other agreement for the use of either Quicktn. MicrolOft Moneye or Quickbooo- software, or for use of any other internet, web banking at other online service offered from time to time by the Bank, including, without limitation, online transfers, online bill payment and online ICCOWlt aggregation. Customer acltnowledgC$ that paymetlts and transfers of funds may be made electronically through an online netWOrk to whicb personal computer(s) will be connected and that one or more access passwords aDdIor personal identification numbers (PINs) will be provided to or selected by an Authorized Representative in order to control access and provide security to Customer's accounts and to the netWOrk system. Further distribution and security of the access passwords and PINs will be the responsibility of that Authorized Representative, FURTIlER RESOLVEO, that Customer IISSUJI1eS all responsibility for security of aoftware, access passwords and PINs and agrees to protect them from use by unauthorized pcl'llODa, and that Customer agrees to illl1emnify and hold Bank harmless from any and all damages and costs and expense&, including without limitation rellliODable anomey's fees, incurred or tJCTCCivcd to be incurred resulting from unauthorized internet, web banking or other online use of any of CuscoJl1er's accoWlts. 14. FURTHER RESOLVED, that this Resolution and Agreement, and each resolution herein, shall be continuing in DlltUrC and is within the scope and powers provided in the Customer's governing documents (wfIetl1er they be articles of incorporation, by-laws, partnership agrmncnt or other agn!ementJ or roles governing the Customer); that if any material change therein shall occur or if any change in owncrsl1.ip or organization of the O1Stomer shall occur, or if tbert shall be 8 change in any of !be Authorized Representatives D8I\1ed above, the Secmary or an Aasistant Secretary (if the Customer is 8 corporation) or a manager or managing partlleT, apllt or repreaentative (if the Customer is other than a corporalion) sbaU immediately certify such d1Il\geS to the Bank by submission of a new Resolution and Agreement and deposit agreement and/or sigMNn: car<! for any WXOUIIt(S) thereby affected; that the Bank shall be fully protected in relying on such certifications and shall be indemnified and lIVed hannless from any claims. demands, expensC$. loss or damage, including without limitation reasonable attorney's fees, resulting from, or growing out of, honOring such certifications or refusing to honor any notice not properly cerrified; that receipt of such certification shall not affect any aaion taken by lhe Bank: prior thereto in reliance on thia Resolution and Agreement; and thaI in the event of any dispute pertaining to any account(a) of the Customer, the Bank's records sball govern, 15. FVR'THER JUlSOl,VED. r.hat, if the Customer is a corporation, the Secretary or an Assurant Secretary be, and hereby is, authorized and directed to cenify thcsc resolutions to the Bank and further to cenify that the provisiolll hereof arc in confonnity to the Customer's chancr and by.laws, APPROVED AS TO FORM: "\ C. ! CITY AlTORNEy FOR SOLE PROPRIETORS, VNlNCORPORATED ASSOCIATIONS AND OTHER TYPES I hereby certify tbat I am the owner or a managing agent, representative or trustee Qf the Customer named .oove in this Resotution and Ag~ment; that the abo\'e is a true copy of resolutions duty adopted by myself or the govetUlng body of the Customer in accordance with procedures which have been duly adopted to govern the Customer; and that such resolutions are in full forc~ and effect and have not been amended or rescinded. In witnCS$ whereof, I have hereunto set my hand and seal (on behlllf of the Customer;f not an individual), this day of - (SEAL) Title: The City of Boynton Beach City Clerk's Office 100 E BOYNTON BEACH BLVD BOYNTON BEACH FL 33435 (561) 742-6060 FAX: (561) 742-6090 e-mail: prainitoj@ci.boynton-beach.fl.us www.boynton-beach.org MEMORANDUM TO: Barry Atwood Finance Director FROM: Janet M. Prainito City Clerk DATE: December 29, 2008 SUBJECT: R08-1S0 - RBC Bank Resolution and Agreement for Deposit Account and Bank/Corporate Services Attached for your handling is the fully executed oriqinal agreement mentioned above and a copy of the Resolution. Since the document has been fully executed, I have retained one copy for Central File. Thank you. ~Yn. p~ Attachments (2) c: Central File S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\200B\Barry Atwood - ROB-ISO.doc America's Gateway to the Gulfstream