R-1099 - 05/10/2011 - FINANCE - Resolutions Supporting DocumentsITEM 6.F.2)
OF OAlr
.
AGENDA ITEM
Regular Board of Trustees Meeting
of
May 10, 2011
SUBJECT: Bank Check Signature Authority
FROM: Sharon Dangles, Finance Director
BUDGET SOURCE /BUDGET IMPACT: N/A
RECOMMENDED MOTION: I move that the Village Board adopt Resolution R -1099
regarding authorized check signers for the Village of Oak Brook.
Background/History:
All checks are signed by Facsimile Signature of the Village Treasurer. Due to the necessity to
obtain two signatures on all checks over $10,000, it is necessary that the Village have three
individuals named as check signers in order to be able to transact Village business. The persons
usually designated are the Village Manager, Village Treasurer, and Village President. The
Village President signs checks over $10,000 if the Village Manager is not available due to
sickness, time off work, etc.. The attached resolution removes the former Village President
(John Craig) and adds the newly elected Village President position, Gopal Lalmalani, as an
authorized signer.
Recommendation:
I recommend approval of Resolution R -1099 regarding authorized check signers for the Village
of Oak Brook.
A-11
Last saved by sdangles 1:\ FINANCE \DLANGLOI\ WORD \singaturelalmalanicover.doe
Last printed 5/52011 10 :33 AM
Resolution 2011— FI— FACS —R -1099
RESOLUTION OF LODGE, ASSOCIATION OR OTHER SIMILAR ORGANIZATION
MB Financial Bank, N.A. Br Village of Oak Brook
6111 North River Road 1200 Oak Brook Road
Rosemont, IL 60018 Oak Brook, IL 60523
Replacement 03 -09
301320700 ,301321700,301322700,301323700
Referred to in this document as "Financial Institution" Referred to in this document as "Association"
VIIIA Cr
I, Charlotte K. Pruss certify that I am 3BCrel of the above named association organized under the laws of
Illinois , Federal Employer I.D. Number 36-6009534 , and that the resolutions on this document
are a correct copy of the resolutions adopted at a meeting of the Association duly and properly called and held on May 10, 2011 (date).
These resolutions appear in the minutes of this meeting and have not been rescinded or modified.
AGENTS Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below:
Name and Title or Position
A. Gopal Lalmalani Village President x
B. David Niemeyer Village Manager x
c. Sharon Dangles Village Treasurer x
Q
E.
X x
F3
Facsimile Signature
(if used)
POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power.
Following each power indicate the number of Agent signatures required to exercise the power.)
Indicate A, B, C, Description of Power
D, E, and /or F
(1) Exercise all of the powers listed in this resolution.
A.B.0 (2) Open any deposit or share account(s) in the name of the Association.
A.B.0 (3) Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit
with this Financial Institution.
(4) Borrow money on behalf and in the name of the Association, sign, execute and deliver promissory notes
or other evidences of indebtedness.
(5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks,
bonds, real estate or other property now owned or hereafter owned or acquired by the Association as
security for sums borrowed, and to discount the same; unconditionally guarantee payment of all bills
received, negotiated or discounted and to waive demand, presentment, protest, notice of protest and
notice of non - payment.
(6) Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a Safe
Deposit Box in this Financial Institution.
(7) Other
LIMITATIONS ON POWERS The following are the Association's express limitations on the powers granted under this resolution.
One signature required for checks under $10,000
Two signatures required for checks over $10,000
Indicate number of
signatures required
EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated 3/10/09 . If not completed, all resolutions remain in effect
CERTIFICATION OF AUTHORITY
I further certify that the Association has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions on
page 2 and to confer the powers granted above to the persons named who have full power and I ful authority to exercise the e. (Apply seal
below where appropriate.) /7t „ // _AA J _ /
I] If checked, the Association is a non - profit lodge, associat' . M nization. X ✓%z /l/yL7F
'' sf �k n N Vill4(s GCrK
FEe� 0 1985, 1997 Bankers Systems, Inc., St. Cloud, MN
X
(Attest by Other Officer)
!page 1 of 2)
RESOLUTIONS
The Association named on this resolution resolves that,
(1) The Financial Institution is designated as a depository for the funds of the Association and to provide other financial accommodations indicated in
this resolution.
(2) This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by the
Financial Institution. Any and all prior resolutions adopted by the Association and certified to the Financial Institution as governing the operation of
this association's accountis), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its
revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation,
satisfactory to the Financial Institution, establishing the authority for the changes.
(3) The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Association. Any Agent, so long as
they act in a representative capacity as an Agent of the Association, is authorized to make any and all other contracts, agreements, stipulations and
orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Financial
Institution, subject to any restrictions on this resolution or otherwise agreed to in writing.
(4) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Association with the Financial
Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed.
(5) The Association agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Association. The Association
authorizes the Financial Institution, at any time, to charge the Association for all checks, drafts, or other orders, for the payment of money, that are
drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose.
(6) The Association acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the
Association to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automated
access device' includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards.
(7) The Association acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to or
obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile
signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has
been provided on this resolution, for that are filed separately by the Association with the Financial Institution from time to time) the Financial
Institution is authorized to treat the facsimile signature as the signature of the Ageri regardless of by whom or by what means the facsimile
signature may have been affixed so long as it resembles the facsimile signature specimen on file. The Association authorizes each Agent to have
custody of the Association's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public
key. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless
otherwise agreed in writing.
Pennsylvania. The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A.
Section 5601 at seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney, Any
provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601
at seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).
FOR FINANCIAL INSTITUTION USE ONLY
Acknowledged and received on (date) by (initials) ❑ This resolution is superseded by resolution dated
Comments:
/Z,s 01985, 1997 eenkers Systems, Inc., St. Cloud, MN Form OA-1 4/3012003 (page 2 Of 2)
MB Financial Bank N.A.
6111 North River Road
Rosemont, IL 60018
OWNERSHIP OF ACCOUNT - CONSUMER PURPOSE
❑ INDIVIDUAL ❑
❑ JOINT -WITH SURVIVORSHIP land not as tenants in common)
❑ JOINT -NO SURVIVORSHIP (astenamain common)
❑ TRUST - SEPARATE AGREEMENT:
❑ REVOCABLE TRUST OR ❑ PAY -ON -DEATH
DESIGNATION AS DEFINED IN THIS AGREEMENT
Name and Address of Beneficiaries:
OWNERSHIP OF ACCOUNT - BUSINESS PURPOSE
❑ SOLE PROPRIETORSHIP
❑ CORPORATION: ❑ FOR PROFIT ❑ NOT FOR PROFIT
❑ PARTNERSHIP
® MUNICIPALITY
BUSINESS:
COUNTY & STATE
OF ORGANIZATION:
AUTHORIZATION DATED:
DATE OPENED 11(30/2005 BY C. CURRAN
INITIAL DEPOSIT $
❑ CASH ❑ CHECK ❑
HOME TELEPHONE If
BUSINESS PHONE # (630) 368 -5000
DRIVER'S LICENSE #
E -MAIL
EMPLOYER
MOTHER'S MAIDEN NAME
Name and address of someone who will always know your location:
BACKUP WITHHOLDING CERTIFICATIONS
TIN: 36- 6009534
IN TAXPAYER I.D. NUMBER - The Taxpayer Identification Number shown
above (TIN) is my correct taxpayer identification number.
® BACKUP WITHHOLDING - I am not subject to backup withholding either
because I have not been notified that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or the Internal Revenue Service has notified me
that I am no longer subject to backup withholding.
❑ EXEMPT RECIPIENTS - I am an exempt recipient under the Internal Revenue
Service Regulations.
SIGNATURE: 1 certify under penalties of perjury the statements checked in this
section and that I am a U.S. citizen or other U.S. person (as defined in the
instructions).
X
(Date)
Signature Card -IL
Bankers Systemaaa
Wolters Kluwer Financial Servicea 01992. 2009
ACCOUNT
NUMBER 301320700
ACCOUNT OWNER(S) NAME & ADDRESS
Village of Oak Brook
General Account
1200 Oak Brook Road
Oak Brook, IL 60523
❑ NEW ® EXISTING
TYPE OF ® CHECKING ❑ SAVINGS
ACCOUNT ❑ MONEY MARKET ❑ CERTIFICATE OF DEPOSIT
❑ NOW ❑
This is your (check one):
® Permanent ❑ Temporary account agreement.
Number of signatures required for withdrawal
FACSIMILE SIGNATURES) ALLOWED? El YES El NO
[
[X _'e �
SIGNATURE(S) - The undersigned certifies the accuracy of the information helshe
has provided and acknowledges receipt of a completed copy of this farm. The
undersigned authorizes the financial institution to verity credit and employment
history andlor have a credit reporting agency prepare a credit report an the
undersigned, as individuals. The undersigned also acknowledge the receipt of a copy
and agree to the terms of the following agreement(s) andlor disclosurels):
❑ Terms & Conditions ❑ Truth in Savings ❑ Funds Availability
❑ Electronic Fund Transfers ❑ Privacy ❑ Substitute Checks
❑ Common Features ❑ 1
11): IX J
I.D. #
D.O.B
(2):
IX
I.D. #
D.O.B.
(3):
IX
I.D. #
D.O.B.
(4):
[X
I.D. #
D.O.B.
❑ Authorized Signer (individual Accounts Only)
IX
I.D.#
D.O.B.
MPSC -IAZ IL 100/2009
Page 1 of 1
BUSINESS ENTITY
PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money - laundering activities, Federal law requires all financial institutions to
obtain, verity, and record information that identifies each person who opens an account.
What this means for you: when you open an account, we will ask for your name, address, and other Information that will allow us to
identify you. We may also ask to see your driver's license ocother identifying documents.
❑ PUBLICLY TRADED BUSINESS ENTITY —check box, enter company name and stock symbol below — process completed &
ready to submit to file
REQUIRED INFORMATION FOR NON - PUBLICLY TRADED BUSINESS ENTITY:
Complete only if punt cly trade
C6npariyr46ame: VILLAGE OF OAK BROOK stock symbol =
Physlcaf tiiuSjness Street'AaclCgSS (P.O. Box acceptable only for Military, APO or FPO addresses):
1200 OAK BROOK ROAD, OAK BROOK, IL 60523
Ma 111 Ti Address (P.O. Box address may be used for mailing purposes only; not for physical address above):
gp4AIL SS:
-- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
For Internal Office Use Only
SCREENING:
Non- Retail:❑ SCREENING completed on _ /_/_
Retail: E3 SCREENING NOT completed by staff. Deposits by nightly CBS processing; Loans by Community Lending
!----------------------------------------------------- -------- ----------------- -----
CIP VERIFICATION — REQUIRED INFORMATION FOR NON - PUBLICLY TRADED BUSINESS ENTITY:
TaxAQ N0*r: 36- 6009534
MIt31MUM QOCUIfIIENTATION 'RE(2f1fREMENTS:
❑ Corporation
0 Copy of Certificate of Good Standing
0 Slate:
0 File Number.
❑ Limited Partnership
0 Copy of Partnership Agreement
❑ Trust/ Type: _
0 Copy of Trust Agreement
❑ Decedent's Estate
0 Certified copy of the court order naming the personal representative
® Association
0 Copy Organization Agreement & IRS letter assigning EIN, OR
0 IRS Letter an Tex exempt l non-profit IRS status, OR
0 Dowment issued by a government ogre or a state or regional office
of the entity, recognizing local organization
If the non - publicly traded business entity can not be
verified (i.e. new LLC), complete CIP Verification for
each business entity signer — refer to:
Signer of Non - Publicly Traded Business Entity Form.
Customer /Authorized
Sig' nature:
Date:
REV 12/30/04
Busltlees Phone (630) 368 -5000
(check type of business and document(s) provided)
❑ Limited Liability Company
0 Copy of Certificate of Good Standing
0 State:
0 File Number'.
❑ General Partnership
0 Copy Partnership Agreement & IRS letter assigning EIN, OR
0 Business License
❑ Guardianship Estate
0 Certified ropy ,N the court order naming the personal representative
❑ Sole Proprietorship
0 IRS letter assigning an EIN, OR
0 Business license
Verification Method: (check one)
❑ Documentary ❑ Non - Documentary
(customer provided ID) (verified through
sources other than ID)
MB Financial Bank
Representative:
Date:
t(�czr�a�it °]
3 d 14
NEW CUSTOMER PRE - ACCEPTANCE FORM
NON - PREVIOUS SIGNER OF NON - PUBLICLY TRADED BUSINESS ENTITY
PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money - laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an account.
What this means for you: when you open an account, we will ask for your name, address, date of birth, and other information that will
REQUIRED INFORMATION FOR EACH SIGNER OF NON - PUBLICLY TRADED BUSINESS ENTITY:
Company: VILLAGE OF OAK BROOK
Signer's -Fult Name: First: Gopal Middle Initial Last: Lalmalani
Pcisition or_Fitte ofBusiness Sigite €: Village President
Physlcat °ReSldentlal StreetAddress (P.O. Box acceptable only for Military, APO or FPO addresses):
408 Fox Trail Court, Oak Brook, IL 60523
(P.O, Box address may be used for mailing purposes only; not for physical address above):
EGIATL ADDRESS:
-- ---------------------------------------------------------------------
For Internal Office Use Only
SCREENING:
Non - Retail:❑ SCREENING completed on_ /_ /_
Retail: ❑ SCREENING NOT completed by staff. Deposits by nightly CBS processing; Loans by Community Lending. ;
!------------------------------------------------------------------------------- - - - - -!
CIP VERIFICATION — REQUIRED INFORMATION:
COMPLETE FOR EACH SIGNER ONLY WHEN NON -PUBLICLY TRADED BUSINESS ENTITY DID NOT SATISFY CIP VERIFICATION PROCEDURES:
SSN: Pe"r'sohaFPh,dne'1(630) 240 -2551
Date of B)rth: Business Phone: (630) 368 -5000
Primary I.D.
❑ Onyer s l ICense'f State:;
License° N urn6er:
— refer to CIP Program Procedures Matrix for exceptions
$econd3N l" (circle document if more than one choice)
❑ Tax Identification Number (TIN) Card
(EIN / SSN / ITIN / ATIN)
Issued:
Expiration:
❑ ID Card/ State:
Card Number:
Issued:
Expiration:
❑ Military ID Card
Number:
Issued:
Expiration:
❑ Passport/ Country:
Number:
Issued:
Expiration:
❑ U.S. Alien Registration Card
Card Number:
Issued:
Expiration:
❑ Consular Card/ Country:
Number:
Issued:
Expiration:
Authorized
Sgnatyre
Date:
REV 02/02104
❑ Credit Card/ Issuing Company:
Credit Card Number: (First 4 digits)
Cssued Expixatloft:_
❑ Firearm License/ State:
License Number:
❑ Property Tax Bill OR Utility Bill
PIN No/ Acct No
❑ Insurance, Voter Registration OR Student ID
Number:
❑ Employer OR Organizational Membership ID
Number:
Verification Method: (check one)
❑ Documentary ❑ Non - Documentary
(customer provided ID) (verified through
sources other than ID)
MB Financial Bank
Representative:
{ ..33.
TERMS AND CONDITIONS
The following, together with the Treasury Master Agreement
between Bank ( "Bank ") and ("Customer "), and the specifications
and any additional manuals, instructions, authorization forms,
provided in connection herewith, collectively (the
"Specifications'), sets forth the terms and conditions for initiating
wue transfers through Bank's Web Express, or any other means
agreed to by Customer and Bank. The Treasury Management
Service described herein is a "Service" within the meaning of the
Master Agreement, and these Terms and Conditions are "Service
Terms and Conditions" within the meaning of the Master
Agreement. Unless otherwise defined herein, capitalized terms
shall have the meanings provided in the Master Agreement or the
Specifications.
1. Agreement. The Bank shall provide the Customer with the
wire transfer services (the "Services') described in this Agreement
and the set -up forms that the Customer must execute and deliver
in connection therewith (the "Set -Up Forms'). All references to
this Agreement will, unless otherwise indicated, include the
provisions of the Set -Up Forms and the security procedures (as
hereinafter defined).
2. Payment Orders. General. The Customer may originate
funds transfers through the Banks web based internet wire transfer
system or instruct the Bank to transfer funds on its behalf from its
Accounts to other accounts of the Customer or to accounts of
third parties maintained with the Bank or with other domestic or
foreign financial institutions. Customer authorizes the Bank to
charge the Customer's Accounts at the Bank and transfer funds on
behalf of the Customer upon instructions for funds transfers
(each, a "Payment Order ") communicated to the Bank in
accordance with the terms of this Agreement and UCC 4A Rules.
3. Foreign Currency Transactions If Customer originates or
requests in accordance with the terms hereof a funds transfer in
United Suites Dollars or foreign currencies as identified on the
attached schedule to a foreign country, then the Bank will execute
such funds transfer in one of the following two ways upon written
or systematic direction from the Customer:
i. transfer payment in the currency of the beneficiary
bank's country at the Bank's buying rate of exchange for
United States Dollar transfers or
ii. transfer payment in United States Dollars to the
beneficiary bank.
If for any reason the transfer is returned, Customer agrees to
accept the refund in United States Dollars in the amount of the
foreign money credit, based on the current buying rate of the bank
converting the currency to United States Dollars on the date of
refund, less any charges and expenses incurred by the Bank.
Foreign wires may be subject to delays, charges imposed by other
banks, and changes in foreign currency rates. Customer may
choose to direct the Bank to originate the wire on the Customer's
behalf. The Bank will quote a rate and execute the order per
Customer's written direction and the terms set forth
4. Fees and Charges. Customer agrees to pay the fees and
charges which Bank establishes from time to time for the services
identified herein. The Bank reserves the right to change fees and
MB Financial Bank, N.A.
Fire Transfer Agreement Page 1
WIRE TRANSFER SERVICES
charges upon written notice to Customer for such service. The
Bank is authorized to debit Customer account(s) for fees and
charges incurred in connection with Bank's domestic and /or
foreign funds transfer services as described herein. Customer
further agrees to reimburse all costs and charges incurred by Bank,
including reasonable attorney's fees, in responding to subpoenas
and other requests from thud parties for information relating to
Customers account(s) with Bank and transactions involving such
account(s).
5. Format: Cut -off Time: Business Days. The Bank may, at
any time and from time to time, prescribe riles governing the
format of Payment Orders, cut -off hours for delivery of Payment
Orders, and other administrative rules relating to Payment Orders
and the services provided under this Agreement. The Customer
agrees to comply with all such rules and requirements. If the Bank
receives a Payment Order or an amendment or cancellation
thereof after the cut -off time established by the Bank, then the
Bank may treat such Payment Order, amendment or cancellation
as being received at the opening of business on the following
business day of the Bank. The Bank shall provide the Services
hereunder only on those days that both the Bank and the Federal
Reserve System are actually open for business.
6. Insufficient Funds. If the Bank determines that honoring a
Payment Order would cause the Account of the Customer
designated in the Payment Order to be overdrawn, the Bank may,
but has no obligation to, execute the Payment Order and (i) create
an overdraft in such Account, and /or (il) transfer to the designated
Account from any other Account of the Customer, funds
sufficient to cover the deficiency in the designated Account.
7. Cancellation or Amendment of Payment Orders. The
Customer has no right to cancel or amend any Payment Order
after it has been received by the Bank. However, the Bank will use
its reasonable efforts to act on the Customer's request to cancel or
amend a Payment Order before the Bank executes the Payment
Order, but the Bank will have no liability if such cancellation or
amendment is not effected. In addition, prior to honoring any
request to cancel or amend a Payment Order, the Bank may
require the Customer to deliver an indemnification supported by a
bond or other security in a form and amount acceptable to the
Bank and to take such other actions as may be reasonably
requested by the Bank.
8. Reliance on Account and Identifying Numbers. The
Bank is not responsible for detecting errors in any Payment Order.
The Customer acknowledges that funds transfers may be made on
the basis of account number or other identifying number
(including a bank transit routing number). The Bank and any
receiving bank (including any beneficiary's bank and any
intermediary bank) may rely on the account number or other
identifying number (including a bank transit routing number) of
any bank, person or bank account specified in the Payment Order
even if such numbers identify a bank, person or bank account
different from the bank, person or bank account designated by
name, and the Customer's obligation to pay the amount of the
Payment Order to the Bank is not excused in any such
circumstances. At the date of execution hereof, the Customer
shall provide the Bank with a certified list of its accounts at the
an with respect to which the Customer desires the Services
hereunder to be provided, which list shall be kept currently
updated by the Customer during the term hereof.
9. Rejection of Payment Orders. Except as otherwise
expressly provided in a written agreement signed by the Bank, the
Bank has the right to reject, and refuse to accept, any Payment
Order for any reason, including the Customer's failure to maintain
a sufficient balance of collected funds in an Account. The Bank
will have no liability to the Customer based on its rejection or
refusal of any Payment Order. If the Bank rejects any Payment
Order, the Bank will endeavor to notify the Customer by
telephone, electronic transmission, telecopy, or other reasonable
means within a reasonable time of its rejection of such Payment
Order, but the Bank will have no liability to the Customer based
on its failure or delay in providing such notice.
10. Designation of Funds Transfer System and /or
Intermediary Bank. Whether the Customer originates the
request for a funds transfer through the Bank's internet web based
system or the Bank transfers the funds at the Customer's
direction, the Bank may execute the Payment Order through any
funds transfer system which Bank deems reasonable to accomplish
the transfer. Customer agrees to be bound by the rules of the
funds transfer system used.
11. Security Procedures. The Customer acknowledges that the
security procedures agreed upon by the Customer and the Bank
(the "security procedures ") provide to the Customer a
commercially reasonable degree of protection against unauthorized
funds transfers in light of the Customers particular needs and
circumstances and were selected by the Customer from among the
various procedures offered by the Bank for the purpose of
verifying the authenticity of a Payment Order or a communication
amending or canceling a Payment Order communicated to the
Bank in the name of the Customer. The Bank and the Customer
agree that the security procedures are designed to verify the
authenticity of Payment Orders and not to detect errors contained
in any Payment Order. The Customer is solely responsible for the
accuracy and completeness of each Payment Order. Any Payment
Order communicated to the Bank in the name of the Customer
will be effective as the Payment Order (as defined in Article 4A of
the Mums Uniform Commercial Code) of the Customer, whether
or not authorized and regardless of the actual identity of the
sender thereof, if the Payment Order is accepted by the Bank in
good faith and in compliance with the security procedures. In
addition, the Customer agrees to pay to the Bank the amount of
each Payment Order which is authorized by the Customer or for
which the Customer is otherwise liable, whether or not the Bank
complied with the security procedures. In addition to the security
procedures, the Bank may in its discretion use additional
procedures to verify the authenticity of Payment Orders.
If a Payment Order (including any amendment thereto or
cancellation thereof) is communicated to the Bank by or on behalf
of the Customer other than in compliance with the security
procedures, and the Bank accepts such Payment Order,
amendment or cancellation in good faith, then the Customer
agrees to be bound by that Payment Order, amendment or
cancellation, whether or not it is authorized, and the Customer will
be deemed to have refused the security procedures that the Bank
offers and recommends as "commercially reasonable" and the
Customer will be obligated to pay the Bank the amount of each
such Payment Order even if it was not authorized. However, the
WIRE TRANSFER SERVICES
Customer agrees that the Bank is not obligated to accept any
Payment Order, amendment or cancellation that is communicated
to the Bank other than in compliance with the security procedures.
The Bank will not be responsible for its refusal to act upon any
Payment Order that does not comply with this Agreement,
including, but not limited to, those simadons where the Bank's
reasonable efforts to verify a Payment Order in accordance with
the security procedures has failed, or when action has been delayed
by the Bank until verification can be obtained.
The Bank will have no responsibility to discover, audit or report to
the Customer any breach of the security procedures by the
Customer or its agents or authorized representatives; provided,
however, that the Bank will use its reasonable efforts to notify any
one of the persons signing this Agreement on behalf of the
Customer of any such breach of which the Bank has knowledge;
provided further, however, that the Bank will not incur any Liability
for its failure or delay in providing any such notice.
12. Payments The Customer agrees to pay to the Bank (i) the
amount of each Payment Order no later than the date on which it
is processed by the Bank, (u) promptly on demand any overdrafts
in any of its Accounts arising in connection with this Agreement,
and (iii) all fees when due for the Services provided hereunder in
accordance with the Bank's standard fee schedule. The Bank may
modify its fee schedule, at any time and from time to time, without
prior notice to the Customer; provided, however, that such
changes to the fee schedule will not be effective against the
Customer until the Customer has been provided with notice
thereof in accordance with the terms hereof. In addition, the
Customer agrees to pay any and all fees and /or charges not
covered under such fee schedule for any requested or required
special service or handling. The Customer hereby authorizes the
Bank to charge any Account it maintains with the Bank for
payment of the amounts described in this Sectionl2.
13. Confidentiality. The Customer agrees to safeguard and not
disclose to any third party (i) the payment and pricing terms or fees
for the Services, or (ii) any security procedures, including personal
identification numbers, codes, passwords or other security devices
or measures used in connection therewith, in each case whether or
not the Bank is then performing Services for the Customer. The
Customer agrees to limit the internal disclosure and distribution of
such information to its employees, agents and representatives who
have a need to know such information, and will at all times have
appropriate policies in effect to ensure the confidential status of
such information. The Customer will be responsible for the acts
and omissions of its employees, agents and representatives with
respect to the confidential information. The provisions of this
Section 13 will survive termination of this Agreement.
14. Notices. Except as otherwise provided in this Agreement,
all notices and other communications by the Customer or the
Bank relating to this Agreement shall be in writing and, if to the
Customer, addressed to the Customer's primary mailing address as
shown on the Bank's records at such time, and if to the Bank,
addressed to the Customers Account Officer at MB Financial
Bank, 6111 North River Road Rosemont, IL 60018, or at such
other address as the Bank may specify in writing. Any notice or
communication to the Bank will be effective only when the Bank
has actually received, and has had a reasonable time to act on, such
notice or communication. Notwithstanding the foregoing, any
MB Financial Bank, N.A.
Wire Transfer Agreement Page 2 5/4/2011
t
addition, deletion or change to any Set -Up Forms requested by the
Customer must be in writing and in a form acceptable to the Bank,
and no such requested addition, deletion or change will become
operative or effective until acknowledged by the Bank. Any notice
or communication to the Customer will be effective either on the
date it is actually received or 5 days after it is mailed by fast class
mail, and addressed as provided in this Section 14, whichever is
earlier. Without limiting the foregoing, the Bank is entitled to rely
on any notice or communication that it believes in good faith to be
genuine or has been authorized or signed by the Customer's
authorized representative in accordance with the security
procedures. The Customer further acknowledges and agrees that,
to the extent permitted under this Agreement, certain notices and
communications may be provided to the Customer by telephone,
telecopy or electronic transmission at the telephone number,
telecopy number or other location or number as shown on the
Bank's records. Any such notice or communication provided by
telecopy or electronic transmission will be effective upon the
Bank's transmission thereof to the Customer, and any such notice
given by telephone will be effective upon the Customer's receipt
thereof. The Bank may rely on all notices, instructions and other
communications sent to the Bank via telecopy or electronic
transmission as though they were originals.
15. Limitation on Liability: Indemnity: Force Majeure. The
Bank's liability to the Customer for failure to exercise ordinary care
resulting in a delay in executing, improper execution of, or failure
to execute, a Payment Order shall be limited to interest losses
attributable thereto and the Customer's incidental expenses
incurred in connection therewith, and the Bank shall not be liable
under this Agreement for any other damages. In no event will the
Bank be liable hereunder for any special, indirect or consequential
damages. The Customer agrees to indemnify, defend and hold the
Bank harmless from and against any and all claims, damages,
losses, liabilities and expenses (including reasonable attorneys' fees
and court costs) arising directly or indirectly from (i) the Bank
honoring or complying with a Payment Order in the Customer's
name communicated to the Bank and relating to the transfer of
funds out of the Customer's Account(s) with the Bank, whether or
not the Payment Order was actually authorized by the Customer,
so long as the Bank accepts the Payment Order in good faith and
in compliance with the security procedures, (ii) the Bank's
honoring or complying with a Payment Order which was
authorized by the Customer or which was effected in accordance
with the terms of this Agreement or an amendment to or
cancellation of a Payment Order under this Agreement, (m) the
Bank's refusal to accept or process a Payment Order that is
communicated to it other than in compliance with the security
procedures, or (iv) from the acts or omissions of the Customer
(including its agents, employees and representatives) or any third
party; provided, however, that the Customer shall not be obligated
to indemnify the Bank for such claims, damages, losses, liabilities
and expenses to the extent they are attributable to the Bank's gross
negligence or willful misconduct. The provisions of this Section
15 will survive termination of this Agreement. The Bank's Lability
for loss of interest described above shall be limited to interest on
the funds that become unavailable to the Customer as a result of
the Bank's actions or action, computed at the average federal funds
rate determined by the Bank to be applicable for the period such
funds are unavailable.
The Bank shall have no responsibility, and shall not incur any
MB Financial Bank, N.A.
Wire Transfer Agreement Page 3
WIRE TRANSFER SERVICES
liability, fox any failure, error, malfunction or other delay in
carrying out any of its obligations under this Agreement resulting
from acts of God, strikes or stoppages of labor, power or
equipment failure (including that of any common carrier,
transmission line or software), emergency conditions, adverse
weather conditions or any other Factor, medium, instmmentality,
condition or cause beyond the Bank's control. The Bank shall
have no responsibility and shall incur no liability for any act or
failure to act by any other financial institution or any other thud
party, including any Processor (as such term is hereinafter defined),
or for any inaccuracy or omission in a notice or communication, in
each case received by the Bank from the Customer, another
financial institution, any Processor or any other third party.
16. Account Statements• Reconciliation. The Customer
agrees to promptly, by telephone and in writing, notify the Bank of
any discrepancy between the Customer's records and the
information shown on any statement or confirmation thereof
provided by the Bank or otherwise made available to the
Customer. If the Customer fads to notify the Bank of any such
discrepancy within 10 days of receipt of such information (whether
in its periodic account statement, a confirmation or otherwise), the
Customer agrees that it shall be precluded from asserting such
discrepancy against the Bank Notwithstanding the foregoing, the
Bank reserves the right to, in its sole discretion, adjust transaction
records for good cause after the expiration of said 10 -day period.
The periodic account statements provided to the Customer by the
Bank will notify the Customer of funds transfer payments received
by the Bank for credit to the Customer's Accounts at the Bank.
The Customer agrees that the Bank will not be required to provide
any other notice to the Customer of such receipt of payments,
unless the Customer has separately purchased one of the Bank's
information reporting services which provides for such notices.
17. Vendors. Any thud party servicer or vendor, including any
value added networks ( "Vendor ") used by the Customer in
connection with the Services hereunder, shall be the Customer's
agent, and the Customer will be liable for (i) any Vendor's failure
to comply with any security procedures or operating requirements
relating to the services hereunder, (ii) for all fees, costs and
expenses owed to each Vendor for its services, and (iii) for any
claims, damages, costs and expenses incurred as a result of any
Vendor's failure to perform, or delay or error in performing, its
services. This Section 17 shall survive termination of this
Agreement.
18. Provisional Credits. All credits to any Account for funds
transfers are provisional until the Bank receives final settlement for
the funds according to the rules of the Funds transfer system by
which such funds have been transmitted. The Customer
acknowledges and agrees that if the Bank does not receive such
final settlement, the Bank is entitled to a refund of the amount
credited to such Account.
19. Termination. This Agreement may be terminated by the
Customer or the Bank at any time by giving 30 days prior written
notice thereof to the other party. The Bank may terminate this
Agreement immediately upon written notice (including telecopy) to
the Customer in the event of (i) the Customer's breach of a
material obligation under this Agreement or applicable law
(including nonpayment of any fees or other obligations under this
Agreement), (h) the Customer's insolvency, receivership or
i 1 1 , s h,-
voluntary or involuntary bankruptcy, or the institution of any
proceeding therefor, or any assignment for the benefit of creditors,
or if in the good faith opinion of the Bank the financial condition
of the Customer has become impaired, or (iii) the Customer's
default under any agreement or instrument between the Customer
and the Bank, after giving effect to any applicable notice and cure
periods. Notwithstanding such termination, this Agreement shall
remain in full force and effect as to all transactions that have
occurred or which the Bank began processing prior to the date of
termination. Upon termination of this Agreement, the Customer
will promptly pay to the Bank all sums due or to become due
under this Agreement.
20. General Provisions.
a. Waiver. No p"'s failure or delay in exercising any right or
remedy under this Agreement will operate as a waiver of such right
or remedy; and no single or partial exercise by a party of any right
or remedy under this Agreement will preclude any additional or
further exercise of such right or remedy or the exercise of any
other right. No waiver by either party of any breach of this
Agreement will operate as a waiver of any prior, current or
subsequent breach. No waiver hereunder will be effective unless
made in writing.
b. Severability; Headings. Even if a provision of this
Agreement is held to be invalid, illegal, or unenforceable, the
validity, legality, or enforceability of the other provisions of this
Agreement will not be affected or impaired by such holding.
Headings are for reference purposes only and are not part of this
Agreement.
C. Benefit; Assignment. This Agreement shall be binding
upon and shall inure to the benefit of the Bank and the Customer
and their respective successors and assigns; provided, however,
that neither the Customer nor the Bank may sell, assign or transfer
this Agreement without the other party's prior written consent,
except that the Bank may assign this Agreement or any of its rights
or obligations hereunder, in whole or in part, without such consent
to any subsidiary or affiliate of the Bank.
d. Recordings. The Bank is hereby authorized (but is not
obligated) to record electronically and retain telephone
conversations between the Customer (including its purported
authorized representatives) and the Bank.
e. Customer Representations and Warranties. If the
Customer is an entity other than an individual, the Customer
hereby represents and warrants to, and covenants, with the Bank
that (i) the execution and delivery of this Agreement has been
authorized by all necessary action and does not violate any
provision of law or any provision of the Customers charter,
articles of incorporation, by -laws or any other agreement binding
on the Customer, and (ii) the persons signing this Agreement (and
the Set -Up Forms) on behalf of the Customer are duly authorized
to do so. The Bank, in accepting this Agreement, is expressly
acting and relying upon the aforesaid representations and
warranties.
f. Processors. The Customer acknowledges and agrees that
the Bank may arrange for some or all of the Services hereunder to
be performed by thud party processors (each a "Processor "). The
WIRE TRANSFER SERVICES
Customer agrees that each reference to "Bank" in this Agreement
may include any Processor selected by the Bank to perform some
or all of the Services hereunder. The Customer further agrees that
any such Processor is a third party beneficiary of this Agreement
and as such is entitled to rely on, and avail itself of, the provisions
of this Agreement as if it was the Bank, including, without
limitation, the limitations on Liability and the indemnities described
in Section 15 of this Agreement.
g. Entire Agreement. This Agreement (including Set -Up
Forms) is the complete and exclusive statement of the agreement
between the Bank and the Customer with respect to the subject
matter hereof and supersedes any and all prior agreements between
the Bank and the Customer with respect to such subject matter.
This Agreement does not address the terms upon which the
Customer may originate Payment Orders that are processed
through an automated clearinghouse, which arrangements, if any,
are the subject of a separate agreement. In the event of any
inconsistency between the terms of this Agreement and any and all
other agreement between the bank and Customer, and the terms
of this Agreement will control. From time to time hereafter, the
Bank may unilaterally amend any or all of the terms and conditions
of this Agreement, including without limitation, any cut -off time,
provided that such amendments shall only become effective 10
days after the Customer is notified thereof in accordance with the
terms hereof, or on such later date as may be stated in the Bank's
notice to the Customer.
h. Governing Law; Jury Trial; Venue. This Agreement shall
be construed in accordance with and governed by the laws of the
State of Illinois. The Bank and the Customer each irrevocably
waive any right to trial by jury in any proceeding related to this
Agreement. The Customer hereby irrevocably submits to the non-
exclusive jurisdiction of the courts of the State of Illinois and the
United States of America for the Northern District of Illinois and
agrees that any legal action or proceeding with respect to this
Agreement may be commenced in such courts.
i. AttomWs Fees. In the event any action or arbitration
based on performance, breach, enforcement, or interpretation of
this Agreement is brought, the prevailing party, in such action or
arbitration, as determined by the court or body having jurisdiction,
shall be entitled to receive from the other party or parties thereto,
in addition to any other relief to which it may be entitled,
reimbursement for all reasonable attorney's fees and all actual costs
and expenses of litigation or arbitration. The amount of such
reimbursement shall be determined by the court or body having
jurisdiction of the proceedings and shall be included in any
judgment or final order issued in such proceedings. "Prevailing
Parry" shall mean the party determined by the court or body
having jurisdiction to most nearly prevail and not necessarily the
one in whose favor a judgment is rendered.
MB Financial Bank, N.A.
Wire Transfer Agreement Page 4 5/ 4/2011
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