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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 These resolutions appear in the minutes of this meeting and have not been rescinded or modified.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 �a iFd � 4 H C. N d a x a W W �i z� O ❑ ❑ ❑ ❑ O� r i o v a ❑ ❑ El El Z u O E F m a c W _ u � Z y a F CC v �' ❑ w w,.. L'.. L y _ .... C Z O 4 m 'C o [ m a, N O - 7 t: M - n J' C''1� '(5 C v' ------- - F a z a o Rl z ,2 A a. o � C9 z v s a M 94 n= r+-;�; U d - �' '.yam m EO9 ' •C is I F Q : 'a 'uC