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1991-44I i RESOLUTION NO. 91- 44 A RESOLUTION AMENDING AUTHORIZED SIGNATORS FOR VILLAGE OF BUFFALO GROVE SAVINGS ACCOUNT # 0299997821 TO: FIRST MIDWEST BANK N.A. CERTIFIED RESOLUTIONS OF BOARD OF DIRECTORS CORPORATION (Checking6SAVINGS NAME: VILLAGE OF BUFFALO GROVE ADDRESS: 50 Raupp Blvd Buffalo Grove, I1 60089 Telephone Number: Account Number: Tax I.D. Number: F -N A0083 459 -2500 0299997821 36- 2525051 CERTIFIED RESOLUTIONS OF BOARD OF DIRECTORS CORPORATION (Checking) I, Janet M. Sirabian , do hereby certify that I am the duly elected, qualified and acting secretary and the keeper of the corporate records and corporate seal of the Village of Ruff to Grove a corporation duly organized and existing under the laws of Tllinoi , and that the following is a true and correct copy of certain resolutions duly adopted at a meeting of the Board of Director thereof convened and held in accordance with law and the by -laws of said corporation on the 15th day of , 19 91 , or by a legally effective instrument of unanimous Directors consent dated N/A 19 , and that such resolutions have not been amended or rescinded and are now in full force and effect: BE IT RESOLVED, that FIRST MIDWEST BANK N.A. ( "Bank ") is designated a depository in which the funds of this corporation may be deposited, and that the officers, employees or agents of this corporation are hereby authorized to open and maintain an account or accounts with the Bank, and that the officers, employees or agents of this corporation, and each of them, are hereby authorized to endorse, in the name of this corporation, for the purpose of deposit and collection in and with the Bank, checks, drafts, notes and .other like obligations, and to execute authorization agreements or orders for the automatic or electronic transfer of funds for deposit to said account or accounts, and that endorsements for deposit and collection may be by the written or stamped endorsements of this corporation without designation of the party making the endorsement; it is being understood and agreed that on all such items deposited, all prior endorsements are guaranteed by this corporation whether or not an express guaranty is incorporated in such endorsements. AND BE IT FURTHER. RESOLVED, that: (1) Checks, drafts and orders for the payment of money withdrawing funds from said account or accounts shall require Z (number required) signatures. The following are authorized to sign such checks, drafts and orders on behalf of the corporation and in the following manner: Village President, Sidney Mathias or Village Clerk, Janet -M.- Sirabian (one must sign) and Village Manager, William R. Balling or Director of Finance and General Services, William H. Brimm (one must sign). (titles of officers authorized to execute) The Bank is hereby authorized and directed, without limitation as to amount, without inquiry as to the circumstances of issue, negotiation or endorsement thereof, and without inquiry or regard to the authority of the person or persons signing the instrument, to honor and pay out the funds of this corporation on deposit with it in said account or accounts, from time to time, on the basis of any checks, drafts or orders so drawn, when so signed, whether such checks; drafts or orders be payable to cash, bearer, the order of this corporation, or to the order of any third- party, or to the order of any officer or person signing said checks, drafts or orders or any of said officers or persons in their individual capacities or not, and whether such checks, drafts or orders are deposited to the individual credit of any officer or person signing said checks, drafts or orders or to the individual credit or any of the other officers or persons aforesaid. (2) The term "order ", as used herein, shall include the authority and power of the Bank to honor, execute and charge to the account(s) of this corporation, without limit as to amount, any and all automatic or electronic debit entry authorizations, telephonic, telegraphic, oral or written requests, singly, from any of the officer(s) or person(s) authorized, from time to time, to act for this corporation hereunder ( "designated person "), for the transfer of funds from this corporation's account with the Bank to any other account(s) of either this corporation or a third -party whether such account(s) are with the Bank or other bank(s). Although the Bank is hereby authorized to verify order for third -party transfers by calling a designated person, other than the original caller, the Bank is not required hereby so to act, but is authorized to act, without inquiry, upon requests received by it from any person who represents himself or herself to the Bank to be a designated person. The bank is authorized to refuse to make any transfer, when, in its sole and absolute discretion, such request constitutes an improper and unauthorized direction for the transfer. Any transfer order shall not be in an amount in excess of the collected amount on deposit in any such account(s). If in excess, the Bank need not make a transfer, and shall not be liable for damages, losses or expenses (including attorneys' fees) resulting from its failure so to do; provided, however, that if, in such circumstances, the Bank does not make a transfer, the corporation, in all events, shall be liable for the amount so transferred. If multiple transfers to be made from one account are in excess of the collected amount on deposit therein, the Bank shall, without liability whatsoever, have the authority and power to make such transfer or transfers in such manner and in such amounts as the Bank, in its sole ._and absolute discretion, may determine. The Bank shall not be liable for damages, losses or expenses (including attorneys' fees), caused by any transfer, when ordered singly by any designated person or for its failure or delay in making any transfer of funds due to electronic, mechanical or other technical difficulties, or resulting from delays in posting deposits to or withdrawals from this corporation's account(s). The Bank is authorized to record electronically all telephonic orders received by the Bank's wire services area from a designated person and to retain such recordings for ninety (90) days following the date of the order to transfer, to allow recovery of verbal orders, when desired. The Corporation shall notify the P Bank in writing of any discrepancy between the corporation's records of transfer and the Bank's statement within thirty days from the earlier of the date it is available for examination or the date it is mailed, and agrees to notify the Bank of any unauthorized, missing or forged endorsement within ninety days from the earlier of the date it is avaiLable for examination or the date it is mailed; failure to so notify the Bank as provided above shall preclude the Corporation from asserting against the Bank any such unauthorized or missing signature or endorsement, alteration, error or forgery. AND BE IT FURTHER RESOLVED, that any one of the above named officers or persons be, and it hereby authorized for and on behalf of this corporation: (1) To sell, transfer and endorse for sale or for transfer, for and on behalf of this corporation, any and all securities, including registered bonds, stock and interim certificates, participation and other certificates: (2) To identify, approve and /or guarantee the endorsement of any payee or endorser of any checks, drafts, or orders for the payment of money drawn by this corporation on the Bank aforesaid or any other bank: (3) To identify and /or guarantee signatures and endorsements on any and all securities, registered bonds, stock and ,interim certificates, participation and other certificates or on bond and /or stock powers of attorney executed in connection therewith; (4) To withdraw, receive and receipt for and withdraw upon trust receipt on the responsibility of, and at the risk of this corporation, and to sign orders for the withdrawal, substitution and /or exchange of any and all collateral, securities or property pledged, assigned, transferred or otherwise held for its account. Such withdrawals, substitutions or exchanges may also be made by the bearer of any order, receipt or request so signed; (5) To waive persentment, demand, protest and /or notice or protest and to give instructions in regard to the handling or delivery of any negotiable or non - negotiable papers or documents involved in any of said transactions; (6) Anything herein to the contrary notwithstanding, to discount with, and endorse to, the aforesaid Bank, installment consumer paper for and on behalf of this corporation; and (7) To buy and sell foreign exchange, to purchase letters of credit, travelers' checks, and similar instruments and for, on behalf and in the name of this corporation to incur liabilities in connection therewith and in connection with the purchase, sale or negotiation of any bills of exchange, letters of credit, travelers' checks, acceptances, drafts, bills of exchange, and similar instruments, and to receive and receipt for, and sign receipts and trust receipts therefore, and to sign, execute, and deliver orders, applications and agreements in connection therewith, which order, applications, and agreements may contain such provisions as to them shall seem proper. , 3 AND BE IT FURTHER RESOLVED , . t ha t (1) Said Bank shall not be, in any manner whatsoever, responsible for or required to see to the application of any of the funds of this corporation deposited with it, checked or ordered out or borrowed from it, or secured by the discount of notes and other obligations to it as hereinabove provided, and all such transactions shall be conclusively presumed to be legally binding upon this corporation. (2) In order to induce said Bank to act pursuant to the foregoing resolutions, this corporation hereby agrees as follows: (a) The aforesaid resolutions shall continue in force until revoked or modified by written notice, actually received by said Bank, setting forth a certified resolution to that effect stated to have been duly adopted by the Board of Directors of this corporation, provided, however, that any such notice shall not be effective as to any exercise of powers prior to the actual receipt thereof or as to any checks or other orders or instruments for the payment of money or the withdrawal of funds, dated on or prior to the actual receipt of such notice, but presented to said Bank after receipt of such notice, and said Bank in hereby authorized to rely upon the last communication received by it, so authenticated, as to any resolution of this corporation or as to the persons who may be officers or signatories of this corporation, or as to their respective specimen signatures and /or as to any other corporate matters, and said Bank shall be held harmless in such reliance, even though such resolution may have been changed or rescinded. (b) The Bank need not recognize a claim of authority to order the payment or delivery of any funds or other property standing on its books to the credit of, or held by it for the account of, this - corporation, which conflicts with a claim of authority of which said Bank had prior notice, unless the person asserting such subsequent claim shall procure an appropriate restraining order, injunction or other appropriate process against said Bank from a court of competent jurisdiction in the United States requiring said Bank so to act, or, in lieu thereof, with the consent of said Bank, shall deliver to said Bank, in form and with sureties acceptable to said Bank, a bond indemnifying said Bank for any and all liability, loss, damage, costs and expenses (including attorneys' fees) on account of any action by said Bank pursuant to such subsequent claim or-on account of the dishonor of any check or other order of any person asserting the claim of which said Bank already had notice at the time the subsequent conflicting claim is asserted by the person furnishing such bond. (c) To indemnify the Bank and save it free and harmless from any and all claims, demands, expenses (including attorneys' fees), losses or damage it may suffer resulting from or growing out or in connection with any act taken by the Bank as a result of or its failure to act under any or all the foregoing resolutions, or its failure not to confirm in all respects to the authorizations 4 4 specified hereunder thereof, with the consent of said Bank, shall deliver to said Bank, in form and with sureties acceptable to said Bank, a bond indemnifying Bank for any and all liability, loss, damage, costs and expenses (including attorneys' fees) on account of any action by said Bank pursuant to such subsequent claim or on account of the dishonor or any check or other order of any person asserting the claim of which said Bank already had notice at the time the subsequent conflicting claim is asserted by the person furnishing such bond. (d) To indemnify the Bank and save it free and harmless from any and all claims, demands, expenses (including attorneys' fees),.loss or damage resulting from or growing out of acceptance by the Bank of a request to transfer funds from any individual(s) names or listed herein or from the refusal by the Bank to honor any request received from any individual(s) making such request. (e) The Bank shall not be liable in any manner whatsoever for any miscarriage, mistake, delay misfeasance or non - feasance on the part of any agent or agency selected by the Bank in connection with any matter relating to these resolutions, and the Bank is hereby released and discharged from any and all liability for any loss or damage caused or occasioned by any act or thing beyond the immediate direct control of the Bank of by the malfunction of any equipment used by the Bank in connection with the services provided hereunder. AND BE IT FURTHER RESOLVED, that the Village Clerk Secretary of this corporation is authorized to certify, under the corporate seal of the corporation, to said Bank, a copy of these resolutions and the names of the persons authorized to act on behalf of the corporation. I do further certify that the names of the present officers of this corporation are as follows, and that the genuine signatures of those above authorized to sign the corporation appear below and/or on the accompanying cards. _Sidney Mathias Village President William R. Balling Vice President /Village Manager Vice President Vice President C 5 Janet M. Sirabian Secretary /Village Clerk William H. Brimm Treasurer /Director of Finance & General Services Assistant Secretary Assistant Treasurer IN WITNESS WHEREOF, I have hereunto affixed my name as Village Clerk Secretary, and have caused the corporate sea). of said corporation to be hereto affixed this 15th day of April , 1991 . AFFIX CORPORATE SEAL THIS RESOLUTION SUPERSEDES ANY PREVIOUS CERTIFICATE FILED WITH THE BANK. 6 Secretary Village Clerk Federal Taxpayer Employer Identification Number 36- 2525051 Villag -&- * esident