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2051 - Resolution - Execute Bank Agreements or DocumentsRESOLUTION NO. 2051 A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, AUTHORIZING THE MAYOR, AND/OR SUCH CITY EMPLOYEES AS THE MAYOR DESIGNATES, TO EXECUTE SUCH BANK AGREEMENTS OR DOCUMENTS AS ARE NECESSARY TO CONDUCT CITY BUSINESS WHEREAS, the City of Port Orchard is required from time to time to execute certain bank agreements or documents in order to conduct City business; and WHEREAS, in order to facilitate the process for executing certain bank documents and conducting City business, the City Council desires that the Mayor, and/or such City employee(s) as the Mayor designates, be authorized to execute the required bank documents on behalf of the City; now, therefore, THE CITY COUNCIL OF THE CITY OF PORT ORCHARD DOES HEREBY RESOLVE AS FOLLOWS: That the Mayor of the City of Port Orchard, and/or such City employee(s) as the Mayor designates, be and hereby is authorized and directed to execute on behalf of the City the bank agreements and documents that are set forth below, in the form or substantially in the form attached as Exhibits A through D and incorporated by this reference: • Facsimile Signature Resolution; • Wire Transfer Agreement and Authorization; • Safe Box Rental Contract; and • Resolution of Corporation. PASSED by the City Council of the City of Port Orchard, APPROVED by the Mayor, and attested by the Clerk in authentication of such passage this 12th day of January 2004. KIM E. ABEL, MAYOR ATTEST: Ca~~ Exhibit A F. ~SIMILE SIGNATURE RESOLUTIO. (BUSINESS, ESTATEffRUST, NON-PROFIT ENTITY, PUBLIC FUNDS FORM) I, ,ilie ------------------------of a do hereby certify that at a meeting of the -:--:-:--------------duly held on ilie day of , 20 , at which a quorum was present and acting iliroughout, the following resolutions were unanimously adopted and are now in full force and effect: RESOLVED, iliat KITSAP BANK/OLYMPIC BANK ofport Orchard, Washington, be, and it is hereby, auiliorized and directed to honor as genuine and auiliorized instruments including any and all checks, drafts and/or oilier orders for the payment of money drawn on ilie following accounts: and bearing or purporting to bear ilie facsimile signature of ilie following: (Facsimile specimen) regardless of by whom or by what means ilie actual or purported facsimile signature thereon may have been affixed thereto. FURTHER RESOLVED, that assumes full responsibility for any and all payments made by KITSAP BANK/OLYMPIC BANK in reliance upon the actual or purported facsimile signature of any person or persons named in the foregoing resolution and agrees to indemnify, defend and hold harmless Kitsap Bank/Olympic Bank against any and all loss, cost, damage or expense or Attorneys fees suffered or incurred by Kitsap Bank/Olympic Bank arising out of the misuse or unlawful or unauthorized use by any person of such facsimile signature, regardless of by whom or by what means ilie actual or purported facsimile signature iliereon may have been affixed thereto, and also agrees to indemnify, defend and hold Kitsap Bank/Olympic Bank harmless of and from all claims arising out of forged endorsements to checks, drafts and/or other orders for the payment of money signed by a facsimile signature machine or device while it is in the hands of a thief or other unauthorized person. Kitsap Bank/Olympic Bank shall also have all protection against forged endorsements granted to it by Washington State law, RCW 62A., inclusive. In the event of legal action regarding facsimile signatures the undersigned agree that venue and jurisdiction shall be proper in the Kitsap County Superior Court. FURTHER RESOLVED, that releases, waives and forever discharges Kitsap Bank/Olympic Bank and its successors and assigns from any and all liability and from all claims or demands of all kinds arising out of Kitsap Bank/Olympic Bank honoring any instrument on the above referenced account(s) bearing or purporting to bear the facsimile signature of the above named person. FURTHER RESOLVED, that is hereby authorized and directed to deliver to Kitsap Bank/Olympic Bank, specimens of the facsimile signature of ilie person above named. IN WITNESS WHEREOF I have hereunto set my hand on this __ day of _______ ,, 20_. p:\pub _ data\fonns\fsr\res-org.doc (1 0/0 I) Bankerlnsight .L'I.t::h:>V..I..U..'-..L.Ul! l'JU. ~V;).L Exhibit B WIRE TRA. . .,FER AGREEMENT AND AUTHOh...lATION This agreement, dated ------is by and between Kitsap Bank/Olympic Bank (hereinafter referred to as "Bank") and (hereinafter referred to as "Customer"). The parties hereto agree as follows: Description of Service. At Customer's direction, Bank is hereby authorized to transfer funds from any Customer's accounts listed on Exhibit A to this agreement to any account maintained by Customer or any third party designated in the instruction, whether the receiving account is at Bank or at any other institution. The tenn '"transfer" shall be deemed to include a transfer of funds by means of the Federal Reserve FED WIRE for domestic· wires, or through a correspondent bank selected by Bank for foreign wires. Bank is hereby authorized and directed to make transfers and to act upon other instructions, whether oral (including those via telephone), written, via facsimile transmission or via electronic or other means, which are in compliance with the security procedures established by this agreement. ·Customer grants Bank the authority to charge the customer's account in the amount of the transfer and all related fees. Security Procedures. Bank shall call back one of the Customer's Authorized Agents {other than the Authorized Representative who initiated the wire transfer request) to authenticate all wire transfers. Call back consists of the Bank's reading of wire transfer infonnation to customer for confinnation of accuracy and validity and verifying the identity of the authorized agent{s) by access word. Bank will use reasonable efforts to secure call back authentication. However, Bank will not execute the wire transfer if unable to secure call back. Bank's inability to execute the wire transfer instruction shall not subject Bank under any circumstances to liability which might otherwise have been prevented by such authentication. Customer represents and warrants to Bank that the persons named on Exhibit A to this agreement as Authorized Agents are authorized by Customer to give instructions to Bank for transfers of funds and matters related to transfers of funds with respect to the accounts listed in Exhibit A. Customer may change the list of accounts or Authorized Agents from time to time upon written notice to Bank. The customer will not make any entries that violate the laws of the United States. Cutoff Deadline. Wire transfer instructions received prior to Bank's cutoff deadline on a Business Day which is recognized by the communications facility selected by Bank and the receiving financial institution will be processed on the same day. Wire instructions received after the deadline will be processed on the following Business Day. The funds may be withdrawn and placed in a non-interest bearing suspense account prior to transmission. Account Balances. Bank shall not be obligated to make any funds transfer if the amount of such transfer exceeds the collected funds on deposit with Bank or exceeds any other limit established by Bank. In the event Bank completes a funds transfer which results in an overdraft of collected funds, Kitsap Bank shall be entitled to interest on the overdrawn amount at an interest rate to be established by Bank from time to time. In the event Bank must refer the collection of the overdrawn amount to an attorney, customer agrees to pay Bank's reasonable attorney fees and collection costs. Fees. Unless otherwise agreed in writing, Customer shall pay Bank the fees and assessments set forth in the Bank's Fee Schedule. Fees are subject to change at Bank discretion. Rejection of Wire Transfer Request. Bank may reject without liability, either in whole or in part, any wire transfer instruction without cause or for cause, including payment orders which (a) exceed customer's collected and available funds on deposit in Customer's designated account(s) with Bank, (b) are not in accordance with any conditions indicated by Customer and agreed to by Bank, (c) Bank believes may not be authorized by Customer, (d) involves funds subject to a lien, hold dispute or legal process preventing their withdrawal or transfer(s) would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority, (e) are not in accordance with any other requirement stated in this Agreement or any Bank policy, procedures or practice; or (f) for the protection of Bank or Customer, Bank has reasonable cause not to honor a wire transfer instruction. In the event a wire transfer instruction is rejected by Bank for any reason, it shall be the responsibility of Customer to remake the instruction. Inconsistency of Name and Account Number. Customer understands that the numbers assigned to banks and to the account of recipients of transfers are critical to the transfer function. Customer understands that the account and routing number provided take precedence over bank name and/or account name. If customer describes the intended recipient of a transfer, the intended recipient's bank, or any intermediary bank in a transfer request by name and number and makes an error in giving the number, the error may cause the payment to be made through the bank or to the account specified by the number, rather than through the named Bank or to the named intended recipient. Customer agrees that to be responsible for the amount of the transfer in any such case. p:\pub_ data\forms\custserv\wiretran.doc 08/31/0 I Page I of2 Cancellation of Wire. Customer may ask Bank to amend or cancel any transfer or related instruction, and Bank will use its best efforts to comply with such request if the request is made at a time and in a manner which gives the Bank a reasonable opportunity to act on the request if the request is made at a time and in a manner which gives the Bank a reasonable opportunity to act on the request before it makes the transfer or carries out the instruction as originally requested. Customer understands that some requests may not be canceled or reversed. Return of Wire Transfers. Bank shall have no obligation to retransmit a returned wire transfer if Bank originally executed it in compliance with the provisions of this agreement. Repetitive Transfers. Customer agrees to provide written instructions for any repetitive or automatic standing transfer. Bank is hereby authorized and directed to assign a repetitive transfer number and establish each transfer as a repetitive transfer with that number. Customer will use the assigned number to request such transfer in the future. From time to time Customer may, by written notice to Bank in the form and format required by Bank, change any information or instruction Customer has provided to Bank pursuant to this agreement. However, Customer agrees that Bank may rely on the information previously supplied by Customer until Bank receives the required written notice signed by Customer's Authorized representative(s). Verification of Wire Information. Promptly after receiving instruction for a transfer, Bank will mail or deliver to Customer, at such address as customer may designate, a confirmation or statement setting forth the date and amount and other information on the transfer made pursuant to this agreement. Customer agrees to examine each such confirmation or statement upon receipt and to notifY Bank immediately of any perceived error or other problem about such transfer. Limitation of Liability. In no event shall Bank be responsible for any loss, claim, liability, damage or other amount arising in any way, directly or indirectly, from any error, failure, or delay in the performance of any of Bank's obligations under this agreement caused by natural disaster, fire, war, strike, civil unrest, error in or inoperability of communication equipment or lines, or any other circumstance beyond the reasonable control of Bank. Bank's liability shall be limited exclusively to actual proven damages arising solely and directly from its own negligence or willful misconduct. Integration Provision. Any other agreement between Customer and Financial Institution relating to Customer's financial transactions with Financial Institution (including, but not limited to, any signature card or account agreement) shall be susperseded to the extent of any inconsistency or conflict between its terms and the terms of this agreement. Indemnification. The customer hereby indemnifies Bank against all claims of third parties. Governing Law. This agreement is governed by and construed pursuant to the laws of the State of Washington. Amendment and Termination. Bank may amend this Agreement from time to time by giving written notice to Customer or by sending Customer a copy of the amended documents to Customer's current address. Either party may tenninate Customer's use of the Services by giving written notice to the other party. Customer agrees that all terms and conditions of this agreement are commercially reasonable standards of fair dealing. Name Kitsap Bank/Olympic Bank By By Title Title Name By Title Page 2 of2 EXHIBIT A WIRE TRANSFER AGREEMENT-AUTHORIZED AGENTS (Account Title) Name/Phone Number Signature Account Number Maximum Transfer Amount Access Word $ _____ _ $ _____ _ $ _____ _ $ _____ _ $ _____ _ $ _____ _ $ _____ _ $ _____ _ $ _____ _ $ ____________ _ Customer hereby represents and warrants to Bank that the names of the Authorized Agents, the account numbers from which they are authorized to request transfers, and the maximum amount for which each authorized Agent is authorized to request transfers are correctly stated above. If at any time Customer wishes to add or delete Authorized Agents, change account numbers for Authorized Agents, or change the maximum amounts for Authorized Agents, Customer will submit a new Exhibit A form to Bank. Each Exhibit A will supersede all Exhibit A's, so any change will require a new form with all current Authorized Agents listed. Kitsap Bank/Olympic Bank Name -------------Name ----------------------- By ____________ _ By ________ . By ________________ __ Title Title _____________________ __ Title ------------------- Signers must be authorized to execute the Wire Transfer Agreement between Customer and Bank. p:\pub _ data\forms\custserv\authagen.doc 08/31/0 I 1:'1 ~ )<: r :TO 1-'· ( IJ> 1-'· ~ rt-r ' td c . . ~ c ' c L ... Box No. BoJ< Type #I -----#3 #2 Exhibit C -----#4 ---,S""'AFE='"'B""'O""X"'"'RE=NT~AL CONTRACT -"'..., ~ Rental Date: The undersigned Rente~s) rents from KITSAP/OL YMPIC BANK Branch reank"), on an annual tenm, the above described Sate Box, at the current annual rental rate cha~ged by Bank, as adjusted from time to time, subject to the terms and conditions set forth below, which are made a part of this Contract 1. Rent Renter shall pay, in advance, the annual rent to Ban~ unless th~ Contract is tenminated as set forth below. The Bank may ad~ the annual rental rate by posting the new annual rental rate in the Bank's Safe Deposit Department for a period of 30 calendar days. The new annual rental rate, if any, shall be effective on the anniversary date of this oontract which follows the 30 day posting. 2. Duty of Bank. The sole duty of the Bank is to exercise reasonable care to prevent the opening of the Safe Box by anyone other than the Renter or his duly qualified Agent or legal representative. The Bank shall not be liable for any loss by fire, the~ burglary, robbery, embezzlement, or any other cause, unless tt failed to exercise reasonable care to prevent these occurrences. 3. Keys. The Renter acknowledges receiving 2 keys to the Safe Box and that the Bank retains no key that opens the Safe Box. If one or both keys are lost, the· Renter agrees to give tne Bank immediate written notice thereof and to pay in advance all the expenses of opening tne Safe Box, changing the lock, and replacing the keys. 4. Access to Safe Box. Access to the Safe Box will be allowed during the customary business hours of each business day of the Bank, but the Bank shall have the right, at its sole discretion, to extend, reasonably restrict these hours or temporarily prohibit access to the Safe Box. The Bank shall not be liable for any loss or damage caused by restricting or prohibiting access to the Safe Box. The Bank may refuse access to the Safe Box at any time when the rent or any other charge regarding the Safe Box is past due, or when the Bank is in receipt of an order or other legal process issued by a court or other legal authority, for the purpose of restraining entry to the Safe Box or of attaching, sequestering, or restraining the removal of the contents of the Safe Box. The Bank has no duty to determine whether the order or process is valid or whether the court or other authority issuing the same had jurisdiction to do so. The Bank may comply with all provisions of law applicable to the Safe Box and with all orders of any court or other legal authority regarding the Safe Box herein rented and shall not be liable to the Renter for any loss or damage resulting therefrom. The Renter agrees to hold the Bank hanmless from all oosts and expenses incunred by the Bari< in any legal or other proceeding relating to the oontents of sa~ Safe Box and agrees to pay said costs and expenses upon demand. Upon the death, bankruptcy, or incapacity of the Renter, or if two or more persons rent the Safe Box together, upon the death, bankruptcy or incapacity of either of said persons, the Bank may refuse access to the Safe Box, except to list its contents for tax purposes or for any other purpose required or permitted by law. The Bank may refuse to allow withdrawal of any contents thereof until the Bank receives satisfactory evidence of qualification and authority of the legal representative of the Renter or their estate. If two or more persons are named herein as Renters, the Renters shall have a joint tenancy in the Safe Box {not the contents) and in this Contract, with right of survivorship, and not tenancy in common. This Contract shall apply equally to each of the Renters. Each Renter, alone, may have access to the Safe Box, appoint or revoke the appointment of any Agent {whether appointed by them or by any other Renter), exchange or sunenderthe Safe Box, terminate this Contract. and otherwise deal with the Safe Box and its contents. The death, bankruptcy or incapacity of any_ one Renter shall not operate to revoke the appointment of any Agent appointed by any other Renter. Upon and after the death of any one Renter, the surviving Renters and their duly qualified Agents, shall have, except as otherwise restricted herein or by law, access to the Safe Box and all other rights hereunder which such survivor or such Agent shall have possessed before such death. 5. Amending Contract The Bank may amend this Contract at any time by posting any new or amended term or condition in Bank's Safe Box Department for a period of 30 days. Renter agrees to be bound to any such amendment at the expiration of the 30 days. 6. Termination. This Contract may be terminated by the Bank by giving the Renter written notice 30 days prior to the effective termination date. The Renter agrees to sunender the Safe Box and the two keys within 10 days after the effec:tive termination date. On demand, Renter shall be entitled to a pro rated refund of any rent paid in advance, less any charges. If the Renter fails to surrender the Bale Box and the two keys within the 10 day period of time, the Bari< has all the rights and remedies available to tt at law and as described in this Contract This Contract may be terminated by the Renter by giving the Bank written notice thereof and by sunendering to the Bank the Safe Box and two keys, without any right to refund. 7. Designated Agent Subject to amendments to this Contract by Bank, the Renter may appoint in writing and on a form acceptable to the Bank, an Agent who shall have access to and full power to remove and exchange the contents of the Safe Box, surrender the Safe Box, and/or terminate this Contract. The Bank may regard the authority of such Agent as continuing until the Bank's receipt of the Renter's written revocation of the Agenfs appointment or until the Bank's receipt of notice of the death, bankruptcy, or incapacity of the Renter appointing the Agent All acts and omissions of any Renter or of any Agent, and al!liabUity resulting therefrom, shall be binding upon each Renter, his estate, heirs, representatives, successors, and assigns. Each person having access to the Safe Box hereby agrees that upon the death, bankruptcy or incapacity of any other person having access to the Safe Box, they will give the Bank written notice thereof before seeking further access to the Safe Box. 8. Other Entity. If the Renter is a corporation, limited liability company, partnership, association or other organization, access to the Safe Box shall be had by such person or persons as are designated by the Board of Director.> or other governing board/manager of such Renter to the Bank by written Resolutions/Certificate signed by the proper officer of Renter. 9. Uen. The Bank is hereby granted a lien on all ci the contents of the Safe Box for any rent or other charge regarding the Safe Box. If the Renter fails to pay the rent or any other charge associated with the Rental of this Safe Box, they will be in default beginning the first day after the due date of the payment If the default continues for the statutory period, or if none is specified, then six months, the Bank may, upon giving written notice as required by law, or if none, then thirty days advance notice, open the Safe Box. The Bank may open the Safe Box forcibly and remove its contents and store them, ali at the expense of the Renter and without any liability to the Bank for their safekeeping. The Bank may sell the contents of the Safe Box, or any part thereof. The sale will be conducted in accordance with law, or if none, then by private or public sale, at the discretion of the Bank, upon 15 days advance written notice to the Renter. The process of the sale may be used by the Bank to reimburse itself for all the expenses of the sale, including attorneys tees. The Bank may apply the remaining proceeds to the cost of opening the Safe Box, replacing the lock and key thereto, rental charge or other charges, due hereunder, and return the surplus, if any, to the Renter. In the case of a deficiency upon such sale, the Renter agrees to pay the deficiency to the Bank on demand. 10. Notice. The Renter agrees to notify the Bank in writing of any changes of address of Renter. Any requirement hereof for written notice by the Bank to the Renter is fully satisfied if such notice is directed to the Renter at his last know address and deposited in the United States mail with postage prepaid. 11. No Baiment It is not the intent of the Bank or Renter to create any bailment or relation of bailor and bailee between the Renter and the Bank. The Bank has no knowledge of and exercises no supervision of the items deposited in the Safe Box. 12. Ownership. If two or more persons are named herein as Renters, this lease does not create a joint ownership of the contents of the Safe Box or transfer ownership of the contents at death of one of the Renters to the survivor Renter. Ownership of the contents of the Safe Box is determined in accordance with the rules of law. 13. Contents Not Insured. Institution does not provide insurance coverage for the contents of the Safe Box nor are the contents insured by the Federal Deposit Insurance Corporation (FDIC). Renter, may at their own expense, secure their own insurance. 14. Assignment or Transfer. The Institution may assign or transfer any or all of its interest in this Contract, and in the Safe Box and vault without the consent of Renter. Institution shall have the right at any time to remove any Safe Box to a different location, upon notice to Renter thirty (30) days prior to the removal of said Safe Box. THE RENTER HEREBY ACKNOWLEDGES RECEIPT OF A DUPLICATE HEREOF AND ACCEPTS AND AGREES TO ALL THE TERMS AND CONDffiONS CONTAINED HEREIN. SIGNATURE OF RENTER NO. I SIGNATIJRE OF RENTER NO.2 SIGNATURE OF RENTER NO.3 SIGNATIJRE OF RENTER NO.4 ACCEPTED AND AGREED: KITSAP/OLYMPIC BANK BY: DATE: The Bank is hereby authorized to charge my Account No. each year anytime during the month of my anniversary date for the annual rent This authorization shall remain in effect until canceled in writing by the undersigned, the Safe Box is surrendered, or the subject account is closed. Signed: Club Acmunt DYes 0 No Date: I hereby designate and appoint whose slgnab.lre appears below as my Agent to have access to my Safe Box. I give and grant to my Agent full power and authortty to enter my Safe Box, to make deposits Ulerein and/or to remove any part or all of the contents thereof, to amend or cancel the Safe Box Rental Contract, to exchange or surrender the Safe Box, and in all other respects to represent me fully to all intents and purposes as I might or could do if personally present I hereby ratify and confirm all that my Agent shall do or cause to be done in the premises. The authority herein given to my Agent shall continue and remain in full force and effect until expressly revoked in writing by me or by any other person or persons named as Renter of said Safe Box, or until the Bank shall have received wrttten notice of my death. I hereby agree to indemnify, defend and hold harmless the Bank from and against any and all claims made against any and all claims made against it due to any act or omission of my Agent This indemnification shall be binding on my heirs, executors and assigns. The Agent s~ning below agrees to be bound by the terms of the above Sate Box Rental Contracl. Agent Address: Renter: I hereby revoke the above appointment of Agent Renter: I hereby surrender Safe Box No. Renter. $10.00. Renter No.I Residence Address Mailing Address City/State/Zip Code Employer Home Phone Identification (Type/Number) Social Security Number Renter No.3 Residence Address Mailing Address City/State/Zip Code Employer Home Phone Identification (Type/Number) Social Security Number Date: Telephone# Date: Date: and acknowledge receipt of all property therein. I hereby release K!tsap/Oiympic Bank of all flabirlty associated with the Safe Box. Date: Renter No 2 Residence Address Mailing Address City/State/Zip Code Birth date Employer Birth date Work Phone Home Phone Work Phone Access Word Identification (Type/Number) Access Word Customer Number Social Security Number Customer Number Renter No 4 Residence Address Mailing Address City/State/Zip Code Birth date Employer Birth date Work Phone Home Phone WorK Phone Access Word Identification (Type/Number) Access Word Customer Number Social Security Number Customer Number .C.AlLLl).l. L U Authority to Open Account(s). to Deposit and Withdraw Funds. and to Open and Have Access to Safe Deposit Box(es} rD: (NAME! ADDRESS DF FINAN~IAL INSTITUTIDNJ Kitsap Bank 619 Bay Street Port Orchard, WA 98366 0000001 Port Orchard FROM: !NAME I ADDRESS OF ~DRPORATito .. , City of Port Orchard 216 Prospect St Port Orchard WA 98366-5326 Words or phrases preceded by a 0 are applicable only if the I8J IS marked. I certify that I am the duty elected and qualified Secretary and keeper of the records of the Corporation named above, that the following is a true and complete copy of a Resolution duly adopted at a meeting of the Board of Directors of said Corporation held on the date shown below in accordance with law and the by·laws of said Corporation, and that my delivery of this Resolution to Financial Institution certifies to Financial Institution that such Resolution is still in full force and effect. "IT IS RESOLVED THAT., The following described officers, employees or agents of Corporation, whose names and signatures appear below, are authorized, for and on behalf of the Corporation, to open and maintain a depository account or accounts of the Corporation with Financial Institution, to endorse and deposit with said Financial Institution negotiable instruments or other orders for the payment of money, which endorsements may be made in writing or by stamp and without the designation of the person endorsing, and to open and have access to a safe deposit box or safe deposit boxes, subject to the terms and conditions specified in the applicable Lease(s); All officers, employees or agents named whose signatures appear below are authorized for and on behalf of the Corporation to sign checks and orders for the placement of money withdrawing funds from a depository account or accounts regardless of whether such action will create or increase an overdraft of the involved account (payment or nonpayment of an item which would create an overdraft of the involved account shall be at the sole discretion of the Financial Institution); All officers, employees or agents named whose signatures appear below can endorse for negotiation, negotiate, and receive the proceeds of any negotiable instruments or orders for the payment of money payable to or belonging to the Corporation, can approve, endorse, guarantee and identify the endorsement of any payee or any endorser of any checks or drafts whether drawn by the Corporation or anyone else and can guarantee the payment of any checks or drafts, and can delegate to others the authority to identify, endorse, approve and guarantee the endorsement of any payee or endorser on any such checks or drafts and to guarantee the payment of any such checks or drafts; Financial institution is requested, authorized and directed to honor checks, drafts and other orders for the payment of money drawn in the Corporation's name, including those drawn to the individual order of any person or persons whose name or names appear on the checks, drafts or other 'orders, as signer or signers of the checks, drafts or other orders, when bearing or purporting to bear the signature of all officers, employees or agents named whose signatures appear below; and Unless specifically designated, each officer, employee or agent named whose signature appears below may sign without the other{s). D The Financial Institution is authorized to honor facsimile and other non·manual signatures and may honor and charge the Corporation for all negotiable instruments, checks, drafts, and other orders for payment of money drawn in the name of the Corporation, on its regular accounts, including an order for electronic debit, whether by electronic tape or otherwise, regardless of by whom or by what means the facsimile signature or other non-manual signature may have been affixed, or electronically communicated, if such facsimile signature resembles the specimen anached to this Resolution or filed with the Financial Institution, regardless of whether any misuse of a specimen or non-manual signature is with or without the negligence of the Corporation. The Specimen Facsimile Signature Exhibit attached is incorporated into and is an integral part of this Resolution. Corporation indemnifies the Financial Institution for all claims, expenseS, and losses resulting from the honoring of any signature certified or refusing to honor any signature not so certified; Further. this Resolution is continued on Page 2 of this document, and all of the power and authority granted are incorporated in this Resolution ... THIS RESOLUTION APPLIES TO: D ALL ACCOUNTS D SAFE DEPOSIT BOX NUMBER: {Check all that apply) D SPECIFIC ACCOUNT NUMBER!S): DATE OF RESOLUTION· NAME AND TITLE SIGNATURE NO. OF NECESSARY COUNTER SIGNATURES X X X X X X SIGNATURE CERTIFICATION I further certify that the foregoing are titles. names. and genuine signatures of the present officers, employees and agents of the Corporation authorized by the above Resolution. IN WITNESS WHEREOF, I have subscribed my name as Secretary of this Corporation on the date shown below. 1. DATE SE~RETARY ' "IT IS FURTHER RESOLVED. that the Corporation cenifies to the above named Financial institution that: All items deposited with prior endorsements are guaranteed by the Corporation; All items not clearly endorsed by the Corporation may be returned to the Corporation by the Financial Institution or, alternatively, the Financial Institution is granted a power of attorney in relation to any such item to endorse any such item on behalf of the Corporation in order to facilitate collection; Financial Institution shalt have no liability for any delay in the presentment or return of any negotiable instrument or other order for the payment of money which is not properly endorsed; Financial Institution is directed and authorized to act upon and honor any withdrawal instructions issued and to honor, pay and charge to any depository account or accounts of the Corporation, all checks or orders for the payment of money so drawn when signed consistent with this Resolution without inquiring as to the disposition of the proceeds or the circumstances surrounding the issuance of the check or the order for the payment of the money involved, whether such checks or orders for the payment of money are payable to the order of, or endorsed or negotiated by any below named officer, employee or agent signing them or any officer, employee or agent in their individual capacities or not, and whether they are deposited to the individual credit of or tendered in payment of the individual obligation of any officer, employee or agent signing them or of any other officer, employee or agent or not; Financial Institution shall be indemnified for any claims, expenses or losses resulting from the honoring of any signature certified or refusing to honor any signature not so certified; and Notwithstanding any modification or termination of the power of any officer, employee or agent or other person to represent the Corporation, this Resolution shall remain in full force and bind the Corporation and its legal representatives, heirs, and the Corporation's successors or assigns until written notice to the contrary signed by, or on behalf of, the Corporation shall have been received by the Financial Institution, and that receipt of such notice shall not affect any action taken by the Financial Institution prior to receipt of such notice in reliance on this Resolution." Additional comments or instructions: By initialing, I acknowledge this is page 2 of 2 of the Resolution of Corporation. © COpl'fight Cgmplianeo Sr.;llrm, In~. 1987, 1993. 1995. 1998. 2000. 2002 ITeu e<;?A~I? ln?1?1 I~OQ71 ~-? ~1? Initials Initials Initials Initials Compliance Systam:;. Inc on" "~o ot">~ •·-c•c n•~ • •co