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R-978 - 05/22/2007 - FINANCE - ResolutionsI RESOLUTION 2007- FI -SA -R -978 CORPORATE AUTHORIZATION RESOLUTION MB FINANCIAL BANK N.A. By. VILLAGE OF OAK BROOK 6111 NORTH RIVER ROAD 1200 OAK BROOK ROAD ROSEMONT, IL 60018 OAK BROOK, IL 60523 REPLACEMENT 04 -2007 301320700, 301321700, 301322700, 301323700 Referred to in this document as "Financial Institution" Referred to in this document as "Corporation" Charlotte K. Pruss Clerk I, ,certify that I a f the above named corporation organized under the laws of ILLINOIS , Federal Employer I.D. Number 36- 6009534 , engaged in business under the trade name of VILLAGE OF OAK BROOK , and that the resolutions on this document are a correct copy of the resolutions adopted at a meeting of the Board of Directors of the Corporation duly and properly called and held on (date) These resolutions appear in the minutes of this meeting and have not been rescinded or modified.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 Darrell J. Langlois, Finance Director B Jeffrey P. Moline, Asst. Village Mgr.X John Craig, Village President X D )f1 E X F X Signature Facsimile Sia9l nature ��� , r op t V - X X 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 indicate number of D, E, and /or F signatures required (1) Exercise all of the powers listed in this resolution. As B s C (2) Open any deposit or share accounts) in the name of the Corporation. A s B s C (3) Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit with this Financial Institution. 14) Borrow money on behalf and in the name of the Corporation, 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 Corporation 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 followin are the Corporation's express limitations on the powers granted under this resolution One signature required or checks under $10,000 Two signatures required for checks over $10,000 EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated If not completed, all resolutions remain in effect CERTIFICATION OF AUTHORITY -- I further certify that the Board of Directors of the Corporation 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 lawful authority to exercise the same (Apply seal below where appropriate.) ❑ If checked, the Corporation is a non - profit corporation In Witness Whereof, I have sub c bed my nameL this document and affixed the seal ,t`o� the Corpora- ioribn _J' Y� "7� ,;,►,/� � • ,r,•_ —fir (date) E5q5EN © 1985 1997 Bankers Sysiems, Inc , St Cloud, MN Form CA -1 5/1/2003 al`s g Clerk /page 1 of 21 RESOLUTIONS The Corporation named on this resolution resolves that, (1) The Financial Institution is designated as a depository for the funds of the Corporation 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 Board of Directors of the Corporation and certified to the Financial Institution as governing the operation of this corporation's account(s), 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 Corporation. Any Agent, so long as they act in a representative capacity as an Agent of the Corporation, 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 Corporation with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed (5) The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation The Corporation authorizes the Financial Institution, at any time, to charge the Corporation 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 Corporation acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the Corporation 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 Corporation 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 Corporation with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) 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 Corporation authorizes each Agent to have custody of the Corporation'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 et 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 E5<15Z=:� © 1985, 1997 Bankers Systems, Inc , St Cloud, MN Form CA 1 5/112003 (page 2 of 21 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 (as tenants in 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 O BUSINESS COUNTY & STATE OF ORGANIZATION AUTHORIZATION DATED DATE OPENED 11 -30 -2005 BY JXH INITIAL DEPOSIT $ ❑ CASH ❑ CHECK ❑ HOME TELEPHONE # BUSINESS PHONE # 630-990 -3000 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 W TAXPAYER I D. NUMBER - The Taxpayer Identification Number shown above ITIN) 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 person (including a U.S. resident alien). X (Date) ® 01992 Bankers Systems Inc St Cloud, MN Form MPSC- LAZ -IL 4/1912004 ACCOUNT NUMBER 301320700 ACCOUNT OWNERS) NAME & ADDRESS VILLAGE OF OAK BROOK GENERALACCOUNT 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) REPLACEMENT 04 -2007 M Permanent ❑ Temporary account agreement Number of signatures required for withdrawal FACSIMILE SIGNATUREIS► ALLOWED> ® YES ❑ NO IX SEE ALrD J SIGNATUREIS► - The undersigned agree to the terms stated on every page of this form and acknowledge receipt of a completed copy The undersigned further authorize the financial institution to venfy credit and employment history and /or have a credit reporting agency prepare a credit report on the undersigned, as individuals. The undersigned also acknowledge the receipt of a copy and agree to the terms of the following disclosure(s): ❑ Deposit Account ❑ Funds Availability ❑ Truth in Savings ❑ Electronic Fund Transfers ❑ Privacy ❑ Substitute Checks (11 IX ID # DOB (2)• X ID # D O B 13) IX ID.t #r' D 0 B (4) IX ID # DOB ❑ Authorized Signer (Individual Accounts Only) IX I D # DOB (Page 1 of 2) TERMS AND CONDITIONS OF YOUR ACCOUNT AGREEMENT - This document, along with any other documents we give you pertaining to your account(s), is a contract that establishes rules which control your accounts) with us This aggreement is subject to applicable federal laws and the laws of the state of Illinois (except to the extent that this agreement can and does vary such rules or laws) The body of state and federal law that governs our relationship with you, however, is too large and complex to be reproduced here The purpose of this document is to (1) summarize some laws that apply to common transactions, (2) establish rules to cover transactions or events which the law does not regulate, (3) establish rules for certain transactions or events which the law regulates but permits variation by agreement, and (4) give you disclosures of some of our policies to which you may be entitled or in which you may be interested If any provision of this document is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect We may permit some variations from our standard agreement, but we must agree to any variation in writing either on the signature card for your account or in some other document As used in this document the words "we," "our," and "us" mean the financial institution and the words 'you" and "your" mean the account holder(s) and anyone else with the authority to deposit, withdraw, or exercise control over the funds in the account The headings in this document are for convenience or reference only and will not govern the interpretation of the provisions Unless it would be inconsistent to do so, words and Phrases used in this document should be construed so the singular includes the plural and the plural includes the singular LIABILITY - You agree, for yourself (and the person or entity you represent if you sign as a representative of another) to the terms of this account and the schedule of charges You authorize us to deduct these charges directly from the account balance as accrued You will pay any additional reasonable charges for services you request which are not covered by this agreement Each of you also agrees to be jointly and severally (individually) liable for any account shortage resulting from charges or overdrafts, whether caused by you or another with access to this account This liability is due immediately, and can be deducted directly from the account balance whenever sufficient funds are available You have no right to defer payment of this liability, and you are liable regardless of whether you signed the item or benefited from the charge or overdraft This includes liability for our costs to collect the deficit including, to the extent permitted by law, our reasonable attorneys' fees DEPOSITS - We will give only provisional credit until collection is final for any items, other than cash, we accept for deposit (including items drawn "on us ") Actual credit for deposits of, or payable in, foreign currency will be at the exchange rate in effect on final collection in US dollars We are not responsible for transactions by mail or outside depository until we actually record them We will treat and record all transactions received after our "daily cutoff time" on a business day we are open, or received on a day we are not open for business, as if initiated on the next following business day that we are open WITHDRAWALS - Unless clearly indicated otherwise on the account records, any of you, acting alone, who signs in the space designated for signatures on the signature card may withdraw or transfer all or any part of the account balance at any time Each of you (until we receive written notice to the contrary) authorizes each other person signing the signature card to endorse any item payable to you or your order for deposit to this account or any other transaction with us We may charge your account for a check even though payment was made before the date of the check, unless we have received written notice of the postdating in time to have a reasonable opportunity to act We may refuse any withdrawal or transfer request which you attempt on forms not approved by us, by any method we do not specifically permit, which is greater in number than the frequency permitted, or which is for an amount greater or less than any withdrawal limitations Even if we honor a nonconforming request, we may treat continued abuse of the stated limitations (if any) as your act of closing the account We will use the date the transaction is completed by us Iles opposed to the date you initiate it) to apply the frequency limitations The fact that we may honor withdrawal requests that overdraw the available account balance does not obligate us to do so later See the funds availability policy disclosure for information about when you can withdraw funds you deposit For those accounts for which our funds availability policy disclosure does not apply, you can ask us when you make a deposit when those funds will be available for withdrawal We may require not less than 7 days' notice in writing before each withdrawal from an interest - bearing account other than a time deposit Withdrawals from a time account prior to maturity or prior to any notice period may be restricted and may be subject to penalty See your notice of penalty for early withdrawal ACH AND WIRE TRANSFERS - This agreement is subject to Article 4A of the Uniform Commercial Code in the state in which you have your account with us If you originate a fund transfer for which Fedwire is used, and you identify by name and number a beneficiary financial institution, an intermediary financial institution or a beneficiary, we and every receiving or beneficiary financial institution may rely on the identifying number to make payment We may rely on the number even if it identifies a financial institution, person or account other than the one named You agree to be bound by automated clearing house association rules These rules provide, among other things, that payments made to you, or originated by you, are provisional until final settlement is made through a Federal Reserve Bank or payment is otherwise made as provided in Article 4A- 403(a) of the Uniform Commercial Code If we do not receive such payment, we are entitled to a refund from you in the amount credited to your account and the party originating such payment will not be considered to have paid the amount so -_ - credited if we receive a credit to an account you have with us by wire or ACH, we are not required to give you any notice of the payment order or credit OWNERSHIP OF ACCOUNT AND BENEFICIARY DESIGNATION - These rules apply to this account depending on the form of ownership and beneficiary designation, if any, specified , on the account records We make no representations as to the appropriateness or effect of the ownership and beneficiary designations, except as they determine to whom we pay the account funds Individual Account - is an account in the name of one person Joint Account - With Survivorship (And Not As Tenants In Common) - is an account in the name of two or more persons Each of you intend that when ® ®1992 Bankers Systems Inc , St Cloud, MN Form MPSC- LAZ -IL 4/19/2004 you die the balance in the account (subject to any previous pledge to which we have agreed) will belong to the survivor(s) If two or more of you survive, you will own the balance in the account as joint tenants with survivorship and not as tenants in common Joint Account - No Survivorship (As Tenants In Common) - is owned by two or more persons, but none of you intend (merely by opening this account) to create any right of survivorship in any other person We encourage you to agree and tell us in writing of the percentage of the deposit contributed by each of you This information will not, however, affect the "number of signatures" necessary for withdrawal Revocable Trust or Pay -On -Death Account - if two or more of you create this type of account, you own the account jointly with survivorship Beneficiaries of either of these account types cannot withdraw unless (1) all persons creating the account die, and (2) the beneficiary is then living If two or more beneficiaries are named and survive the death of the owner(s) of the account, such beneficiaries will own this account in equal shares, without right of survivorship The person(s) creating either a Pay -On -Death or Revocable Trust account reserves the right to (1) change beneficiaries, (2) change account types, and (3) withdraw all or part of the account funds at any time BUSINESS ACCOUNTS - Earnings in the form of interest, dividends, or credits will be ppaid only on collected funds, unless otherwise provided by law or our policy We may require the governing body of the legal entity opening the account to give us a separate authorization telling us who is authorized to act on its behalf. We will honor the authorization until we actually receive written notice of a change from the governing body of the legal entity STOP PAYMENTS - You must make any stop - payment order in the manner required by law and we must receive it in time to give us a reasonable opportunity to act on it before our stop - payment cutoff time To be effective, your stop - payment order must precisely identify the number, date and amount of the item, and the payee You may stop payment on any item drawn on your account whether you sign the Item or not, if you have an equal or greater right to withdraw from this account than the person who signed the item A release of the stop - payment request may be made only by the person who initiated the stop - payment order. Our stop - payment cutoff time is one hour after the opening of the next banking day after the banking day on which we receive the item Additional limitations on our obligation to stop payment are provided by law (e g , we paid the item in cash or we certified the item) AMENDMENTS AND TERMINATION - We may change any term of this agreement Rules governing changes in interest rates are provided separately For other changes, we will give you reasonable notice in writing or by any other method permitted by law We may also close this account at any time upon reasonable notice to you and tender of the account balance personally or by mail Notice from us to any one of you is notice to all of you STATEMENTS - You must examine your statement of account with "reasonable promptness " If you discover (or reasonably should have discovered) any unauthorized signatures or alterations, you must promptly notify us of the relevant facts As between you and us, if you fail to do either of these duties, you will have to either share the loss with us, or bear the loss entirely yourself (depending on whether we used ordinary care and, if not, whether we substantially contributed to the loss) The loss could be not only with respect to items on the statement but other items with unauthorized signatures or alterations by the same wrongdoer You agree that the time you have to examine your statement and report to us will depend on the circumstances, but will not, in any circumstance, exceed a total of 30 days from when the statement is first sent or made available to you. You further agree that if you fad to report any unauthorized signatures, alterations, forgeries, or any other errors in your account within 60 days of when we first send or make the statement available, you cannot assert a claim against us on any items in that statement, and as between you and us the loss will be entirely yours This 60 -day limitation is without regard to whether we used ordinary care The limitation in this paragraph is in addition to that contained in the first paragraph of this section ACCOUNT TRANSFER - This account may not be transferred or assigned without our prior written consent DIRECT DEPOSITS - If, in connection with a direct deposit plan, we deposit any amount in an account which should have been returned to the Federal Government for any reason, you authorize us to deduct the amount of our liability to the Federal Government from the account or from any other account you have with us, without prior notice and at any time, except as prohibited by law We may also use any other legal remedy to recover the amount of our liability TEMPORARY ACCOUNT AGREEMENT - If this option is selected, we may restrict or prohibit further use of this account if you fail to comply with the requirements we have imposed within a reasonable time SETOFF - We may (without prior notice and when permitted by law) set off the funds in this account against any due and payable debt you owe us now or in the future, by any of you having the right of withdrawal, to the extent of such persons' or legal entity's right to withdraw If the debt arises from a note, "any due and payable debt" includes the total amount of which we are entitled to demand payment under the terms of the note at the time we set off, including any balance the due date for which we properly accelerate under the note This right of setoff does not apply to this account if la) it is an IRA or other tax - deferred retirement account, or (b) the debt is created by a consumer credit transaction under a credit card plan (but this does not affect our rights under any consensual security interest), or (c) the debtor's right of withdrawal only arises in a representative capacity We will not be liable for the dishonor of any check when the dishonor occurs because we set off a debt against this account You agree to hold us harmless from any claim arising as a result of our exercise of our right of setoff AUTHORIZED SIGNER (Individual Accounts only) - A single individual is the owner The authorized signer is merely designated to conduct transactions on the owner's behalf We undertake no obligation to monitor transactions to determine that they are on the owner's behalf FACSIMILE SIGNATURES - You authorize us, at any time, to charge you for all checks, drafts, or other orders, for the payment of money, that are drawn on us regardless of by whom or by what means the facsimile signature(s) may have been affixed so long as they resemble the facsimile signature specimen filed with us, and contain the required number of signatures for this purpose RESTRICTIVE LEGENDS - We are not required to honor any restrictive legend on checks you write unless we have agreed in writing to the restriction Examples of restrictive legends are "must be presented within 90 days" or "not valid for more than $1,000 00 " (page 2 of 2) --�-�-� _• .� ir- 1� �-- /� --- l/; --�_ � � -_