R-812 - 07/23/2002 - FACSIMILE - ResolutionsAmerican National
and Trust Company of
A AAAOC=— 0AW Company
Organization Name:
State Where Organized:
Type of Organization:
Bank
Chicago
2002— FI—FACS —SA —R -812
Banking Resolutions
Village of Oak Brook
Illinois
❑ Corporation
❑ Association
Q Gov't Entity
Lj Limited Liability Company
❑ Sole Proprietorship
❑ Not - for -Profit
Partnership
(Indicate other)
The undersigned certifies that: I am an official of, and authorized to certify on behalf of, the above named
organization, which is duly organized and existing under the laws of the state indicated, ( "Organization'); in
connection with the use of the above name, the Organization has complied with the statute of any; jurisdiction
whose law may apply, covering the use of an assumed business name; the following is a complete, true and
correct copy of certain resolutions of the Organization, which resolutions were duly adopted and are in conformity
with the 'laws of the state where organized and the organizational documents ( "Resolutions "); and the Resolutions
have not ' been rescinded or modified and are in full force and effect on the date hereof:
Resolutions
1. Designation of Depository; Deposits. Any bank subsidiary of BANK ONE CORPORATION (each a
"Bank'] is designated a depository in which funds of the Organization may be deposited electronically or by
checks, drafts, items, instruments, notes, bills of exchange and orders for the payment of money, with or without
indorsement, including those payable to the Organization in any trade name or style used by the Organization.
2. Treasury Management Services. Any one of the officers, members, managers, partners,
[If Authorized Persons must act jointly, line out "one" and insert "two "; otherwise leave blank]
trustees, owners, agents and employees, as applicable, of the Organization and the other persons designated
below:
Darrell Langlois
Karen Bushy
Michael Crotty
Treasurer /Director of Finance
Mayor /Village President
Village Manager
[Insert the titles of any other Authorized Persons.]
(each an "Authorized Person ") is authorized to do any or all of the following on behalf of the Organization:
Signature Control -2 Signatures required over $10,000.00
(a) Checks With Manual Signatures. Sign with manual signature any and all checks, drafts,
instruments, items and other orders for the payment of money, including, without limitation, orders or
directions in informal or letter form and those drawn to the individual order of any person(s) whose name(s)
appear(s) as signer(s) thereof, against any funds at any time standing to the credit of the Organization in any
account with Bank ( "Checks ").
I
(b) Checks with Facsimile Signatures. Authorize and direct Bank in writing to honor Checks bearing
,or purporting to bear the facsimile signature(s) made by using any name (including, without limitation, a trade
or assumed name), word, mark or symbol (whether made with or generated by signature plate, any similar
device, computer or machine), including those payable to the individual order of any person whose name
appears as signer thereon, regardless by whom or by what means the actual or purported facsimile
signature(s) may have been affixed to the Checks. The Bank is indemnified and held harmless by the
Organization against any forgery, or unauthorized use or misuse of facsimile signatures, or the facsimile
signing devices, the protection and security of such device being the sole responsibility of the Organization.
(c) Funds Transfers. Issue electronic, oral, telephonic or written instructions with respect to the
transfer of funds.
Bank One Banking Resolutions (12 -99) 1 0 f 3
(d) Banldng Services. Open accounts and utilize any other treasury management services including,
without limitation, electronic, investment, loan sweep and financial advisory services.
(e) Agreements. Execute and deliver agreements, documents and instruments (and amendments or
waivers thereto or terminations thereof); and take, or refrain from taking, action to carry into effect the
Resolutions set forth in this Section 2 and the transactions contemplated by them upon such terms and
conditions as such Authorized Person(s) deem(s) advisable as evidenced by such execution, delivery, action
or non - action.
(f) Delegation of Authority. Delegate, or amend or revoke such delegation, in writing, at any time and
from time to time, any of the authority referred to in this Section 2 to one or more other persons acting as
specified in the delegation. The Organization agrees to be bound by any action taken by, or non - action of,
such persons.
3. Financial Services. Any one of the following officers, members, mans ers, partn ers,
[If Authorized Officers must act jointly. line out "one" and insert "two "; otherwise leave blank]
trustees, owners, agents and employees, as applicable, of the Organization and the other persons, designated
below:
Chairman, President, Chief Executive Officer, any Vice President, Chief Financial Officer; Treasurer,
any Assistant Treasurer, Secretary and Village Manager
Village President /Mayor
[Insert the titles of any other Authorized Officers]
(each an "Authorized Officeel is authorized to do any or all of the following on behalf of the Corporation:
(a) Borrow Money; Obtain Credit. Borrow money, apply for letters of credit and obtain other credit
and financial accommodations from Bank on a current or long -term basis.
(b) Telephonic/Electronic Extensions of Credit. Request a loan or other financial accommodation by
telephone, writing, telex or facsimile transmission, or by any other form of communication deemed advisable
by any Authorized Officer or the requisite Authorized Officers. Bank shall incur no liability for acting in
accordance with requests or instructions which Bank believes in good faith to have emanated from any
Authorized Officer or the requisite Authorized Officers.
(c) Derivative Transactions. Enter into any: rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross - currency rate swap transaction, currency
option and any similar transaction or option and any combination of the foregoing (collectively, "Derivative
Transactions "); and any cancellation, buy -back, reversal, termination or assignment of any Derivative
Transaction.
(d) Discount Notes. Discount with Bank any notes, drafts, instruments or acceptances held by the
Organization.
(e) Proceeds of Credit. Receive and receipt for, and sign orders and issue instructions (written or oral)
regarding, the handling and delivery of the proceeds of any extension of credit.
(f) Grant Liens and Security Interests. Mortgage, pledge, transfer, assign to, and create liens and
security interests in favor of Bank in any and all of the real, personal and mixed property and assets of the
Organization, including, without limitation, accounts receivable, bonds, drafts, documents, equipment,
instruments, inventory, machinery, notes, stocks, real estate, securities and warehouse receipts of the
Organization; and execute and deliver any and all financing statements, instruments, mortgages and other
documents in connection therewith.
Bank One Banking Resolutions (12 -99) 2 of 3
(g) Guaranties. Assume, guaranty, endorse, contingently agree to purchase or provide funds for the
payment of, or otherwise agree to become liable upon, the obligations of a third party to Bank or to maintain
the net worth or working capital or other financial condition of any third party which is obligated to Bank; or
to otherwise assure Bank against losses relating to any extension of credit to a third party.
(h) Security Transactions. Purchase or sell through Bank, either as agent, principal or otherwise, for
immediate or future delivery, stocks, bonds, commercial paper, commodities, any other instruments or
securities, Federal Reserve funds, currency exchange, puts and warrants or any other property whatsoever,
deliver to and deposit with Bank for safekeeping, custody or other purposes any and all securities of any kind
whatsoever, and, in connection therewith, to open and maintain with Bank safekeeping or custody accounts
and to sign agreements and orders and issue instructions in respect thereto; and withdraw, receive and receipt
for, and sign orders and issue instructions for the handling, transfer, registration, sale, substitution, exchange
and delivery of any stocks, bonds, commercial paper, commodities and any other instruments or securities or
other property held by Bank for the account of the Organization; such withdrawals, substitutions, exchanges,
and deliveries, whether subject to payment or not, may also be made by the bearer of any order, receipt or
request so signed.
(i) Agreements. Execute and deliver agreements, applications, documents, drafts, instruments, notes
and undertakings (and amendments or waivers thereto or terminations thereof); and take, or refrain from
taking, action to carry into effect the Resolutions set forth in this Section 3 and the transactions contemplated
by them upon such terms and conditions, including, without limitation, interest rates, as such Authorized
Officer(s) deem(s) advisable as evidenced by such execution, delivery, action or non - action.
(j) Delegation of Authority. Delegate, or amend or revoke such delegation, in writing, at any time and
from time to time, any of the authority referred to in this Section 3 to one or more other persons, acting as
specified in the delegation. The Organization agrees to be bound by any action taken by, or non -action of,
such persons.
4. Revocation or Modification of Resolutions. These Resolutions and any delegation made pursuant to them
shall continue in full force and effect until express written notice of its revocation or modification has been
received by Bank and Bank has had a reasonable opportunity to act upon such notice. However, if the authority
contained in these Resolutions or any delegation is revoked or terminated by operation of law without such notice,
it is resolved and agreed, for the purpose of inducing Bank to act under these Resolutions and any delegation, that
the Organization shall indemnify and hold Bank harmless from any loss suffered or liability incurred by Bank in
so acting after such revocation or termination without such notice.
In Witness Whereof, I have hereunto subscribed my name and affixed the Organization's seal, if applicable, this
23rd dayof July, 2002.
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[Signature]
Name: Linda K. Gonnel_1 a
[Print the name of the signer]
Title: Village Clerk
[Print the title of the signer]
Karen M, Bushy
[Signatu
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[Print the name of the signer
Title: 1r, „
[Print the title of the signer]
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