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HomeMy WebLinkAboutR-2000-11 e e RESOLUTION NO. 2000-~ A RESOLUTION TO AUTHORIZE THE DIRECTOR OF FINANCE TO EXECUTE A FUNDS TRANSFER AGREEMENT AND WIRE TRANSFER AUTHORIZATION FORM WITH BAYSHORE NATIONAL BANK; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF. WHEREAS, I, Martha Gillett, Secretary for the City of La Porte, a Political Subdivision organized and existing under the laws of the State of Texas (the "Political Subdivision") hereby certify that at a meeting of the City Council for the City of La Porte duly called and held on July 24, 2000, at which a quorum was present and acting throughout, the following resolutions were adopted and are now in full force and effect. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: Section 1. That the Director of Finance of the City of La Porte is authorized to execute on behalf of the City a Funds Transfer Agreement and Wire Transfer Authorization Forms with Bayshore National Bank in such form (including any amendments made thereto from time to time) as prescribed by Bayshore and to make, and from time to time change, by written notice delivered to Bayshore all required or appropriate designations therein of persons, including themselves, authorized to act on behalf of the City in the use of the funds transfer service under the terms and provisions of such agreement. Section 2. That this resolution shall remain in full force and effect and Bayshore may rely on same in acting thereon until written notice of its change or revocation has been duly given to and received by Bayshore. I further certify that the names of the officers of the City of La Porte or any other persons authorized to act under this resolution and their official signatures are as follows: Name Cynthia B. Alexander Title Director of Finance e e Section 3. The City Council officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City hall of the City for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by law at all times during which this resolution and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 4. This Resolution shall be effective from and after its passage and approval. PASSED AND APPROVED this 24th day of July, 2000. CITY OF LA PORTE BY:/!~~? Norman L. Malone Mayor ATTEST: Lfl/( dJjj,~a./itffi Martha A. Gillett City Secretary e e Bayshore National Bank Designated Contact Form The individual named below has the authority to receive and disseminate the User Names, Personal Identification Numbers (PIN) and Wire Transfer PIN for each Authorized Person as identified on the Authorized Users Forms. This individual shall be responsible for assuring that the above information is not distributed to unauthorized parties. In addition, this individual will receive all future correspondence regarding the bank's electronic banking system. COMPANY NAME: City of La Porte DESIGNATED CONTACT: Cynthia Alexander TITLE: Director of Finance PHONE NUMBER: (281) 471-5020 J:Jb ~ ~~J Cynt a xandel, Dire r of Finance -- Julv 24. 2000 e e Treasury Management Services Bayshore National Bank Funds Transfer Agreement THIS AGREEMENT is by and between Bayshore National Bank ("BanI() and the undersigned customer ("Customer"). In consideration of the mutual covenants contained herein, Bank and Customer agree as follows: 1. FlI'e Trarufer Authorization. Customer hereby authorizes Bank to honor, execute and charge to any designated deposit ac:c:ount maintained by Customer at Bank (whether one or more, the "Accountj without limit as to amount (unless an amount limit is set forth in User Authorization Form provided by Customer to Bank from time to time), any and all telephonic or other verbal request, or facsimile, or electronic transfer requests via the Bank's electronic baaking for the transfer offimds when such requests or orders (a) are received liom a person identified as an authorized representative of Customer listed on the User Authorization Form (an "Authorized Person"), and (b) are made in compliance with Bank's transfer procedures under this Agreement. Unless otherwise set forth on the User Authorization Form, Bank is authorized to transfer funds liom an Account at the Bank (a) to any other specified deposit account maintained by Customer whether such account is with Bank or another fUWIcial institution; (b) to any deposit account of a third party whether such deposit account is with Bank or another fUWIcial institution, this would include transfers to an affiliated company with a similar but not identical name, as well as any movement of funds from Customer's account at the Bank to "Pay Upon Proper Identification" of any company, individual or reprllSllntative of any company; or (c) for the account or for credit to Customer. Any transfer hereunder may be by means of an electronic funds payment system or draft. As used herein, "draft" means a written order initiated by Customer and addressed by Bank to a Correspondent requiring the Correspondent to pay on demand or at a defmite time a specific sum of money to the designated payee. COITespondent means a financial institution located outside the United States which serves as a depository for Bank or provides certain services for Bank. 2. RllDeliliPe Transfen. Bank is hereby authorized to transfer funds based upon predetermined criteria as instructed by an Authorized Person. A set of such instructions is included in the Repetitive Transfer Authorization Fonn which covers pre-authorized transfers of a repetitive nature where the debit and credit parties remain the same and only the date, dollar amount, and/or descriptive fields are variable (''Repetitive Tl'IIIISfers"). Each such Repetitive Transfer will be assigned a unique alpha and/or numeric code ("Repetitive Identification Numberj and shall be required by the Bank when requests for Repetitive Transfers are communicated to the Bank. It is Customer's responsibility to ensure that Repetitive Transfer Numbers are known only to appropriate Authorized Representatives. 3. Securitv Procetlura. (a) Customer agrees that Bank will assign to each Authorized Person, a security password and code, ("Personal Identification Number") or other security procedures which shall be used by such Authorized Person to initiate and authenticate funds transfer requests initiated via the Bank's electronic banking system telephonic or other verbal transfer request. Customer represents that it will ensure that the Password and Personal identification Number is provided by Customer only to the Authorized Person to whom it is assigned. Bank shall be entitled to rely conclusively upon the authority of a person to make a transfer and issue other instructions to Bank if such person uses a Password and Personal Identification Number of an Authorized Person. (b) Customer agrees to supply to Bank any additional fonns or information which Bank may reasonably request including. but not limited to, transfer authority, ac:c:ounts to be affected, dates of transfers, supplemental instIUctions and further evidence of any Authorized Person's authority to transfer funds or to do any other act contemplated hereunder. (c) Customer agrees to use all Passwords, Personal and Repetitive Identification Numbers and to comply with any other security pNcedures established from time to time by Bank. Customer agrees to promptly report to Bank by telephone and in writing any breach of confidentiality of any Password, Personal Identification Number, Repetitive Identification Number or other security procedures, and to notity the Bank of the termination of any Authorized' Person liom Customer's employment, so that Bank may cancel the Password and Personal Identification Number assigned to such person. (d) Following the receipt of any request, Bank reserves the right to verity or authenticate any request for a transfer or other request by any means which Bank may deem appropriate. but its failure to verify or authenticate any such inslnlctions shall not be evidence of any failure to exercise reasonable care or good faith. Customers agrees that if and when the Bank attempts to COnflCl11 transfers a delay may occur as a result of the Bank not being able to obtain an independent confirmation. Bank shall have no duty to verity or otherwise confirm electronic, telephonic or other verbal instructions before acting thereon. Bank shall not be liable for its refusal to honor any request or instruction if Bank in good faith is unable to satisty itself that the request or instruction is given by an Authorized Person. (e) Customer hereby agrees and consents to the security procedures set forth herein, and such security procedures as may be implemented by Bank from time to time. Customer acknowledges and agrees that such procedures are commercially reasonable. 4. Suffu:ient Funds. Customer represents that each Account to be debited will contain sufficient collected funds to allow for payment of each transfer of funds requested hereunder at the time that such transfer is to be made. But if the Bank does execute a transfer of funds that creates an overdraft, Customer shall immediately pay on demand the amount of the overdraft. S. Recordation ofCmain Transfer Orders. Bank may record all telephonic instructions received by Bank from Customer and may retain such recordings in accordance with Bank's policy relating to such recordings. 6. Examination of" Recortb. Bank will make confinnations to Customer of all transfers made to or from its account at the Bank by mail or using other means designated by Customer. Customer shall maintain a hard copy record of each transfer request and shall compare its records with the conflCl11ations provided by Bank within ten (10) days of receipt and notity the Bank of any discrepancies. Customer agrees to promptly examine bank statements for the Account.. Customer agrees to report any discrepancies (a) between the records of the transfers shown on the statements for the Account and the transfers shown on the statement for any other deposit ac:c:ount of Customer, or (b) between the Customer's records of such transfers and any statement for the Account, in writing to Bank within sixty (60) days after statement date. 7. Oblistation to Make Tr_fen. Bank agrees to make transfers and otherwise act upon requests made in compliance with this Agreement as promptly as is practicable having due regard for its volume of other transfer requests and shall incur no liability to Customer for delays in implementing instructions after such requests have been received by Bank. Bank shall have no liability to Customer for failing to make a transfer or failing to take any other action on or before any deadline contained in a request. Transfer instructions received after cut-off hours as Bank may from time to time establish may be honored as of the foUowing Bank business day. Bank shall have no obligation to make any transfer unless the affected Account contains sufficient collected funds to cover such transfer. Bank shall have no obligation to attempt to revoke or rescind any transfer initiated in accordance with the tenns oflhis Agreement. S. Conf1ictin1l Demantb. In the event of any disagreement hereunder, or if conflicting demands or notices are made upon Bank relating to this Agreement or any item or amount received by Bank hereunder, Bank may, after notice to Customer, refuse to comply with any such claims or demands on it or refuse to take any other action hereul1llF with regard to the subject matter of the dispute, so long as such dispute continues; and in any such event, Bank shall not be or become liable to any person for its failure !X' refusal to act. ___ _,. ,~,.'. Tune r;j;;;j, Unllllls ~th~~ prohibited by Article 4A of the Uniform Commercial Code, Customer may not bring any claim against the lndemn1fted. Parties ariiing dil:ect1y or-iiuliieCtly..oIit of this Agreement or the perfonnance of the transfers contemplated hereunder more than one year after the cause of action accrued..i . 10. GoverrUnll Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federa1laws. 11. Problem Area. From time to time, Bank experiences various difficulties in transferring funds to certain countries ("Problem Areas"). Those difficulties include (but not by way oflimitation) (a) excessive delay in applying funds, (b) incorrect application of funds, (c) disappearance offunds, (d) excessively slow response to inquires, or (f) government restriction on the transfer of such funds. Bank may identity such Problems Areas from time to time. Customer hereby Funds Transfer Agreement e e admowledges and assumes any expense in connection with such transfers, which may be incurred by Bank in addition to normal and customary charges. Customer is obligated to comply with all laws relating to the transfer offimds for foreign countries, individuals or agencies. Noncompliance may result in the delay offimds transfer, rilles equivaleDl to a percentage of the principal or confiscation of the entire principal amount of the transfer if an attempt is made to traDsfer fimds to a sanctioned individual, agency and/or country. 12. Foreilln C",.,.mcv. If a transfer (whether by Draft or otherwise) is in currency other than U. S. Dollars, the rate of conversion sbal1 be according to Bank's then stated rate. If a transfer is in U.S. Dollars, but is to be converted by Correspondent to the currency of the place of paymeDl, then such conversion shall be at Correspondent's conversion rate at time of payment. 13. LiDbililv: rntkmnilies: Remedies. (a) Bank's only responsibility and liability to Customer from and against all liabilities, claims, losses, costs, expenses (including reasonable attorneys' fees and costs). and damages of any and every kind (including direct. indirect. incidental, consequential, and punitive, the "CabnI") caused (including Claims caused by Bank's negligence or gross negligence), incurred, suffered by, or asserted against Bank arising out of or resulting. directly or indirectly, in connection with this Agreement or the transfer contemplated herein shall be to compensate Customer as expressly provided by the Uniform Commercial Code Article 4A; as adopted by the State of Texas. (b) Customer agrees to hold harmless, defend, and indemnifY Bank, its officers, directors, agents, employees, and all persons in privity with it (the "IndenmUled Parties") from and against any and all liabilities, claims, costs. expenses, losses and damages of any and every kind (including reasonable attorneys' fees and costs) arising out of or resulting, directly or indirectly, from the acts or omissions of Customer in connection with this Agreement or the transfers contemplated herein, except to the extent of Bank's liability under the above Paragraph. (c) BANK'S LIMITED RESPONSmlLITY AND IlABILlTY AS SET FORTH HEREIN CONSTITIJTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT IN LIEU OF ALL OTHER REMEDIES, WHETHER EXPRESSED OR IMPLIED AND WHETHER AT LAW OR IN EQUITY, AND BANK HEREBY DISCLAIMS, AND CUSTOMER W AlVES (ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND ALL CLAIMS REGARDING LOSS OF REVENUE, INCOME, PROFIT, AND USE, OR DAMAGES) AND RELINQUISHES CUSTOMER'S RIGHT TO ANY OTHER REMEDY AND TO ALL CUSTOMER'S CLAIMS. THE EXTENT OF UABILITY THAT MAY BE IMPOSED ON BANK IS LIMITED STRICTLY AND SOLELY TO THE CIRCUMSTANCES AND AMOUNTS AS SET FORTH ABOVE. (d) Bank may use Correspondents or other agencies in connection with any transaction hereunder, but shall not be liable for their improper or negligent acts or omissions to ad.. No liability shall attach to Bank or to such'Correspondents or agencies for any losses or damages in consequence of present or future laws, censorships, regulations, decrees, orders, controls or restrictions rightfully or wrongfully exercised by any de facto or de jure domestic or foreign government or agency. Bank shall not be liable on or in connection with any Draft unless the Draft is presented to the drawee within a reasonable time after delivery, or unless the beneficiary or the tnlnsfer shall make demand for payment of such transfer within a reasonable time after the issuance thereot; Bank shall not be responsible for the failure of the drawee or its paying Correspondents to identity the payee or person entitle to the payment of such Draft or transfer. In connection with a Draft, Bank assumes no responsibility beyond making available to the drawee fimds or credits for the payment of the Draft, and Bank shall not be responsible for insolvency of the drawee, or errors, delays, omissions or defaults of the drawee. 14. Force Ma;ueF'e. Bank shall have no responsibility or liability for failure or delay in perfonnaDCe pursuant to the terms of this Agreement when such failure or delay is due to any natural disaster. rICe, flood, stonn, strike, labor unrest, war, riot, act of God, power failure, equipment failure, errors or sets by any third party or any other cause beyond Banks reasonable control. 15. EHI:. Customer agrees to pay Bank's prevailing charges in effect from time to time for providing the services utilized hereunder and Bank may charge Customer's account therefore. Customer agrees to reimburse Bank upon demand if such fees are not paid in accordance with the terms hereof. 16. Tenn. This agreement may be terminated by either party upon not less than thirty (30) days written notice to the other, and any such termination shall be effective upon the date specified in such termination notice. Upon any breach of this Agreement by Customer, Bank may immediately terminate this Agreement upon written notice to Customer. No termination hereunder or expiration of this Agreement shall affect the rights or obligations of either party which may have arisen or aCCIUed prior to such termination or expiration. 17. Ewe Allreemenl. This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of this Agreement ~mer agrees that it has not relied on any statements, representations, agreements, or warranties except as expressed hereilL Except as specifically provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties. 18. SeveF'abililv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be delete-f, and th~ remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision bad never been contained thereilL 19. Panies Bound. This Agreement is a legal, vaJ.id, and binding obligation of Customer and Bank. For the purposes of this Agreement, "Bank" shall mean and include the officers, employees, agents, and representatives of Bank. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns; however, this Agreement may not be assigned by Customer without prior written consent of Bank. 20. Notit:e. Except as otherwise provided, all notices required or permitted under this Agreemeut shall be deemed to have been given (a) when delivered in hand by messenger or overnight courier service. (b) on the third banking business day when mailed by United States mai' registered or certified mail, retumreceipt requested, postage prepaid, and addressed as set forth below. or (c) upon receipt of an acknowledged facsimile traDsmitta1. Either party may from time to time change its address for notification purposes by giving the other party prior written notice of the new address and the date upon which it will become effective. 21. NOII-WailleF'. No delay or omission by either to exercise any right or power hereunder sha11 impair such right or power or be construed to be a waiver thereof. A waiver by either party of any covenant to be performed by the other or any breach by the other shall not be construed to be waiver of any succeeding breach or of any other covenant. 22. T"tIh to DllF'a1!1'flDhs. The titles to the paragraphs used in this AgreemeDl are for reference purposes only and sha11 not be used to interpret the contents thereof. EXECUTED as of ~ - ~ Lj. DO by the duly authorized representatives of the parties hereto. BAYSHORE NATIONAL BANK =~~~~j Print Name: Title: Funds Transfer Agreement 2 Cy Company Name Cit of La Porte Date Jul 24.2000 'e ~Code Key A Input non-repetitive wire transfers B Define repetitive wire transfers C Input repetitive wire transfers o Edit non-repetitive wire transfers E TransmillApprove wire transfers F TransmillApprove Other's Wires G Transit Own Wires ** Amount Code This field indicates the dollar limit above which that person restricted from authorizing and/or approving a transfer request. is .._m_ ______m__ ___e Telep______ __________ _____ ___ __n Cynthia Alexander A,B,C,D,E,F $5,000,000.00 281 471-5020 x265 Michael Dolbv A,B,C,D,E,F $5,000,000.00 281 471-5020 x255 Shelley Hart A,B.C,D $5,000,000.00 281 471-5020 x291 ---------------------------------------------------- ------------------- --------------------- ------------------------------...-...------------------- ------------------- -------------------- N The undersigned hereby authorizes Bayshore National Bank to accept transfers requests through the bank's electronic banking system or to confirm such requests (if applicable) with the appropriate persons listed below. Each transfer request will be effected only from the account(s) listed above and within the limitations set forth for the Authorized Persons listed below. You are authorized to rely upon instructions received from such persons and may assume, and act upon the assumption, that any person purporting to take any action or giving instructions hereunder is the Authorized Person he purports to be and has the connection with this institution he purports to have. These instructions will supercede any wire transfer authorizations presently on file. .Cod **A Cod h b k e Account Number (s) 038703 038711 Address 604 W. Fairmont Parkwa La Porte. Texas 77572 Telephone Number 281 471-5020 Account Name Cit of La Porte BaYS/lOre National Bank ClickBank! for Business Wire Transfer Authorization